HOMESTORE INC
EXHIBIT 10.10
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>4
<FILENAME>v88502exv10w10.txt
<DESCRIPTION>EXHIBIT 10.10
<TEXT>
<PAGE>

                                                                   Exhibit 10.10

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

                                  CONFIDENTIAL

                             DISTRIBUTION AGREEMENT

         This DISTRIBUTION AGREEMENT (this "AGREEMENT"), effective as of January
9, 2003 (the "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.
("HS"), a Delaware corporation, with offices at 30700 Russell Ranch Road,
Westlake Village, California 91362, on the other hand. AOL and HS may be
referred to individually as a "PARTY" and collectively as the "PARTIES."

                                  INTRODUCTION

         AOL, RealSelect, Inc. and Homestore.com, Inc. (f/n/a NetSelect, Inc.)
entered into an interactive marketing relationship pursuant to that certain
Second Amended and Restated Interactive Marketing Agreement, effective as of
April 8, 1999 and executed by such parties in June, 1999 and that certain
Distribution Agreement, effective as of April 8, 1999 and executed by such
parties in June, 1999, each of which were terminated by the Parties pursuant to
the terms of the Existing Agreement, and that certain Distribution Agreement
effective as of April 25, 2000 (the "EXISTING AGREEMENT"). RealSelect, Inc. and
Homestore.com, Inc. are each predecessors-in-interest to HS. AOL and HS each
desire to expand and modify their existing relationship by terminating the
Existing Agreement and entering into a new mutually beneficial interactive
marketing relationship in accordance with the terms and conditions set forth in
this Agreement. Capitalized terms used but not otherwise defined in this
Agreement shall be as defined on Exhibit B, attached hereto and made a part
hereof.

                                      TERMS

1.       DISTRIBUTION; PROGRAMMING

         1.1      PROMOTIONS ON HOME CHANNEL. AOL shall provide HS with the
                  Promotions set forth on Exhibit A, attached hereto and made a
                  part hereof (the "CARRIAGE PLAN"), including Promotions in a
                  home-and-real-estate-related channel or equivalent on the AOL
                  Service, Netscape.com, CompuServe and a
                  home-and-real-estate-related screen on Digital City
                  (collectively the "HOME CHANNEL"), as depicted for the AOL
                  Service in the screen shots attached hereto as Exhibit H,
                  which shall be subject to the provisions of Section 1.3.
                  Notwithstanding the foregoing, HS acknowledges that the screen
                  shots represent a new design for the Home Channel which has
                  not yet been built and which will not be fully launched until
                  approximately [*] (the "LAUNCH DATE"). In the event the new
                  Home Channel (or portions thereof) launches prior to the
                  Launch Date, the Carriage Plan shall be adjusted to reflect
                  the earlier availability of new Promotions (and the
                  discontinuation of old Promotions); provided, however, the
                  number of integrated Impressions and media Impressions
                  provided on the adjusted Carriage Plan shall be at least the
                  number of Impressions in the Integrated Placement Commitment
                  and Media Placement Commitment, respectively. In the event the
                  new Home Channel (or portions thereof)

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                  launches after the Launch Date, the Carriage Plan shall be
                  adjusted to reflect the later availability of new Promotions
                  (and the continuation of old Promotions) and the Term shall be
                  extended (without additional payments by HS) by one day for
                  each day past the Launch Date that the new Home Channel fully
                  launches; provided that any delay in the Launch Date (or
                  portion thereof) which is caused by actions or omissions by
                  HS, or by factors outside the reasonable control of AOL, shall
                  not lead to an extension of the Term. The Promotions shall
                  link directly to the Customized Sites and/or Customized
                  Programming. Except to the extent expressly described herein,
                  the exact form, placement and nature of the Promotions shall
                  be determined by AOL in its reasonable editorial discretion.
                  Any changes to the Carriage Plan shall be made in writing and
                  signed by both Parties prior to implementation of such
                  changes.

         1.2      IMPRESSIONS COMMITMENT. During the Term, AOL shall deliver at
                  least the number of Impressions set forth in the Carriage
                  Plan, from placement of HS Presences on the AOL Network, which
                  Impressions shall be integrated Impressions as set forth on
                  Exhibit A-1 (the "INTEGRATED PLACEMENT COMMITMENT") and media
                  Impressions as set forth on Exhibit A-2 (the "MEDIA PLACEMENT
                  Commitment"), in each case on the line entitled Integrated
                  Placement Commitment and Media Placement Commitment,
                  respectively, (or on the line entitled "Grand Total" in the
                  column entitled "Totals" on any replacement Carriage Plan
                  agreed to in writing by the Parties, if so designated). AOL
                  shall not be obligated to provide more Impressions than
                  provided for in the Carriage Plan.

                  1.2.1    In the event there is (or will be in AOL's reasonable
                           judgment) a shortfall in the Integrated Placement
                           Commitment as of the end of the Term (a "TERM
                           INTEGRATION SHORTFALL"), AOL shall provide HS, as its
                           sole remedy, at AOL' s option with either (a) an
                           extension of the Term of this Agreement until the
                           Term Integration Shortfall is remedied, or (b) a
                           refund calculated by multiplying the Term Integration
                           Shortfall by [*], or (c) some combination thereof. In
                           the event this Agreement is extended pursuant to this
                           Section 1.2.1, AOL shall not be required to deliver
                           any media Impressions if AOL met or exceeded the
                           Media Placement Commitment during the Term. In the
                           event there is (or will be in AOL's reasonable
                           judgment) a shortfall in the Media Placement
                           Commitment as of the end of the Term (a "TERM MEDIA
                           SHORTFALL"), AOL shall provide HS, as its sole
                           remedy, at AOL's option with either (a) Impressions
                           on the AOL Network which have a comparable overall
                           total value calculated based on the following
                           makegood ratios: [*] for [*] Impressions; [*] for [*]
                           Impressions; [*] for [*] Impressions; [*] for [*]
                           Impressions; [*] for [*] Impressions; and [*] for [*]
                           Impressions, so that a [*] Impression is assigned a
                           value of [*] times as much as a [*] impression (for
                           example, in the event there was a shortfall of 100
                           Impressions in [*] and AOL wished to makegood with
                           [*] Impressions, then AOL would multiply the number
                           of [*] Impressions (in this case 100 Impressions) by
                           [*] to calculate [*] Impression equivalent (in this
                           example, the equivalent would be [*] Impressions), or
                           (b) a refund of the value of the Term Media Shortfall
                           (calculated by multiplying the Term Media Shortfall
                           by [*]) , or (c) some combination thereof.

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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.


                                              2                   CONFIDENTIAL

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                  1.2.2    The Impressions listed on each line item on the
                           Carriage Plan are for the purposes of calculating
                           refund values pursuant to Sections 1.2.1 and 1.4.1
                           only and do not represent guarantees or commitments
                           of Impressions to individual line items. Similarly,
                           Impressions listed in Year 1 and Year 2 columns in
                           any replacement Carriage Plan agreed to in writing by
                           the Parties (or any draft plan exchanged by the
                           parties at any time) do not represent annual
                           guarantees or commitments. AOL shall have no
                           obligation or responsibility with respect to
                           Impression delivery except to deliver the number of
                           Impressions specified on the lines entitled
                           Integrated Placement Commitment and Media Placement
                           Commitment (or on the line entitled "Grand Total" in
                           the column entitled "Totals" on any replacement
                           Carriage Plan agreed to in writing by the Parties, if
                           so designated) on each of Exhibit A-1 and Exhibit
                           A-2, or to remedy the failure to do so under Section
                           1.2 above. The foregoing notwithstanding, AOL shall
                           not be entitled to satisfy its Integrated Placement
                           Commitment by delivering more MapQuest Impressions
                           than the [*] Impressions shown on the Carriage Plan
                           unless otherwise mutually agreed by the Parties.

         1.3      REDESIGNS AND MAKEGOODS. AOL reserves the right to redesign or
                  modify the organization, structure, "look and feel,"
                  navigation and other elements of the AOL Network at any time.
                  In the event such modifications materially and adversely
                  affect any specific Promotion, or if AOL is unable to deliver
                  any particular Promotion for any other reason, AOL will
                  provide HS as soon as commercially reasonable, as its sole
                  remedy, a comparable promotional placement in a successor area
                  of the portion of the AOL Network that has been redesigned or
                  replaced, or other area that is substantially similar to the
                  redesigned or replaced area; provided, however, that in the
                  event such redesign or modification results in a substantial
                  redesign of the Home Channel, such redesigned or replaced Home
                  Channel is promoted as any other top level channel on the AOL
                  Service such as Careers, Travel and Health. AOL shall promptly
                  provide written notice to HS of (i) the proposed comparable or
                  alternative promotional placement(s), and (ii) the Promotion
                  or Promotions for which the proposed comparable promotional
                  placement is a substitute. Within thirty (30) days of AOL's
                  written notice, HS shall provide written notice to AOL of
                  either (i) its acceptance of the proposed promotional
                  placement as a substitute Promotion or (ii) its refusal of the
                  proposed comparable promotional placement, together with a
                  written statement of the reasons HS believes the proposed
                  placement is not a comparable promotional placement. HS's
                  failure to so respond within thirty (30) days shall be deemed
                  acceptance. HS's approval of a proposed comparable placement
                  shall not be unreasonably withheld. In no event will any
                  notice requirement, acceptance or rejection provided pursuant
                  to this Section 1.3 prohibit AOL from implementing any
                  proposed redesign or modification. In the event that HS
                  refuses a proposed comparable promotional placement offered by
                  AOL pursuant to this Section 1.3, HS and AOL shall attempt, in
                  good faith, to resolve the matter informally within fifteen
                  (15) days. In the event the Parties are unable to resolve the
                  matter informally, either Party may commence the arbitration
                  provisions of this Agreement; provided, however, that any such
                  dispute that is not presented to the Management Committee and,
                  if necessary, arbitration as provided in Section VII of
                  Exhibit D for final and binding resolution within ninety (90)
                  days of AOL's written notice of the proposed promotional
                  placement shall be waived by HS.

         1.4      PROGRAMMING AND CONTENT.

                  1.4.1    CONTENT. The Promotions shall link only to the
                           Customized Programming or Customized Sites and shall
                           promote only the HS Services. The Customized Sites
                           and Customized Programming shall contain the Content
                           described on the

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[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
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THE OMITTED PORTIONS.

                                       3                           CONFIDENTIAL

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                           Programming Plan, attached hereto as Exhibit C (the
                           "PROGRAMMING PLAN"), as such Programming Plan may be
                           updated from time to time by mutual agreement of the
                           Parties. HS shall have the right to include any of
                           its Content within the HS Services on the Customized
                           Sites and Customized Programming consistent with this
                           Agreement. Each Promotion shall link to a portion of
                           the Customized Programming or Customized Sites which
                           is contextually relevant to the page on which the
                           Promotion appears and the Content of the Promotion.
                           The inclusion of any Content that is not within the
                           HS Services shall be subject to AOL's prior written
                           approval, which approval shall not be unreasonably
                           withheld. HS shall provide Content that will meet the
                           objectives set forth in the Programming Plan, and, in
                           AOL's reasonable editorial discretion, such Content
                           shall be accurate, well-organized and professional
                           and shall comply with (i) AOL's technical
                           specifications set forth in Exhibit F, attached
                           hereto and made a part hereof, and any additional or
                           modified specifications made available to HS that AOL
                           deems necessary and appropriate from time to time
                           during the Term so long as AOL consistently requires
                           compliance with such standards from similarly
                           situated third parties, (ii) the terms of this
                           Agreement, and (iii) AOL's then-generally acceptable
                           policies relating to advertising and promotions (as
                           consistently applied to similarly situated third
                           parties and as have been made available to HS ).
                           Notwithstanding anything to the contrary in this
                           Agreement, HS shall ensure that any Content provided
                           by HS pursuant to this Agreement (including, without
                           limitation, the Promotions, the Customized Site, and
                           the Customized Programming) does not directly
                           promote, advertise, market or distribute the
                           products, services or content of any other
                           Interactive Service, and that neither the Promotions
                           nor the Customized Programming directly promotes,
                           advertises, markets or distributes any products or
                           services in any category in which AOL has an
                           exclusive relationship as identified on Exhibit I,
                           attached hereto and made a part hereof, as such list
                           may be amended by AOL from time to time; provided AOL
                           shall not amend Exhibit I to include any of the HS
                           Exclusive Services. In the event that the addition by
                           AOL of a category to Exhibit I requires HS to remove
                           an integrated element of Content from the Customized
                           Programming, the line item on the Carriage Plan
                           representing such Content, if any, shall be deemed
                           deleted from the Carriage Plan, AOL shall refund to
                           HS the value of the undelivered Impressions to such
                           line item(s) (calculated based on the applicable
                           value for the Impressions as set forth in Section 1.2
                           for Integrated Placements and Media Placements), and
                           the overall Integrated Placement Commitment and/or
                           Media Placement Commitment, as applicable, shall be
                           reduced by the number of Impressions for which a
                           refund was provided. In the event that the removal of
                           an integrated element of Content from the Customized
                           Programming requires an alteration to the design of
                           the Customized Programming, AOL shall discuss the
                           redesign of the particular portion of the Home
                           Channel affected by such alteration with HS. HS shall
                           host the following screens containing Customized
                           Programming until such time as AOL may elect to host
                           such screens: [*].

                  1.4.2    HS CONTENT AND SITE MANAGEMENT OBLIGATIONS. HS shall
                           design, create, edit, manage, review, update (as
                           reasonably determined by HS and no less frequently
                           than its Generally Available Sites are updated), and
                           maintain the Customized Sites, Customized Programming
                           and other Licensed Content in a timely and
                           professional manner and in accordance with the terms
                           of this Agreement and shall use commercially
                           reasonable efforts to keep the Licensed Content
                           current, accurate and well-organized at all times
                           during the Term. HS shall be responsible for any
                           hosting or communication costs associated with the


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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.


                                       4                      CONFIDENTIAL

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                           Customized Sites and Customized Programming,
                           including, without limitation, the costs associated
                           with AOL's direct cost of any agreed-upon direct
                           connections between the AOL Network and the
                           Customized Sites or Customized Programming. The
                           Customized Programming shall have AOL Look and Feel,
                           consistent with the examples set forth in Exhibit H,
                           attached hereto, in all material respects.
                           AOL shall be entitled to revise the AOL Look and Feel
                           in its sole discretion; provided that, in the event
                           that AOL substantially changes the AOL Look and Feel
                           more than once every six (6) months during the Term,
                           AOL shall bear the costs and expenses associated with
                           any alterations or conversions to be made to the
                           Customized Programming for any additional substantial
                           changes to the AOL Look and Feel during the Term.

                  1.4.3    EQUALITY OF CONTENT. Subject to the other terms and
                           conditions of this Agreement, HS shall ensure that
                           the Licensed Content within the Customized Sites and
                           Customized Programming is substantially the same as
                           the Content then available on the comparable
                           Generally Available Sites in all material respects,
                           including without limitation, quality, breadth,
                           depth, timeliness, functionality, features, prices of
                           products and services and terms and conditions,
                           unless otherwise required by this Agreement (for
                           example, if Content, tools or functionality that HS
                           would be required to include to comply with this
                           sentence violates another provision of this
                           Agreement, HS shall not provide such Content, tools
                           or functionality on the Customized Sites or in the
                           Customized Programming). In the event HS enters into
                           an agreement to provide Content relevant to the HS
                           Services and not available on the Generally Available
                           Sites ("CUSTOM CONTENT") to any third party, HS shall
                           provide AOL the opportunity to obtain the Custom
                           Content on substantially the same terms as the third
                           party (including, without limitation, delivery of the
                           Custom Content to AOL at the same time the Custom
                           Content is delivered to the third party).

                  1.5      REGISTRATION. AOL Users shall not be subject to a
                           registration process (or any similar process) in
                           order to access and use the Customized Programming or
                           the Customized Sites unless otherwise mutually
                           agreed; provided, however, that AOL Users may be
                           subject to a registration process in order to use a
                           specialized tool or for specific opt-in features and
                           functionality of the Customized Sites. In the event
                           that registration is required to access and use the
                           Customized Sites, any registration or similar process
                           on the Customized Sites shall be no more burdensome
                           than any other registration or similar process on the
                           corresponding Generally Available Site. During the
                           Term and for the two (2) year period after the
                           expiration or termination thereof, HS shall allow AOL
                           Users to access and use a Generally Available Site on
                           terms and conditions no less favorable than the terms
                           and conditions generally available to other similarly
                           situated users of such Generally Available Site.

                  1.6      MEMBER BENEFITS. HS will promote through the
                           Customized Sites any special or promotional offers
                           made available by or on behalf of HS through any
                           Generally Available Site. The Parties shall work
                           together in good faith to promote, through the
                           Customized Sites and the AOL Network, special Content
                           exclusively available to AOL Users.

                  1.7      COMPLIANCE. In the event HS provides Content for the
                           Customized Programming and the Customized Sites that
                           fails to materially comply with Sections 1.4, 1.5,
                           2.5.1, 4.1, 4.2(a), 4.2(b), 4.2(c), or 4.3 of this
                           Agreement (a "MATERIAL NON-COMPLIANCE EVENT"), AOL
                           shall: (a) give email notice to HS of its
                           non-compliance specifying the nature of the Material
                           Non-Compliance Event and the location of the
                           non-complying Content (if applicable and to the
                           extent of AOL's knowledge of the location(s)); and
                           (b) have the


                                       5                            CONFIDENTIAL
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                           immediate right (in addition to any other remedies
                           available to AOL hereunder) to (i) decrease the
                           promotion it provides to HS hereunder solely on
                           screens which include or provide a link to such
                           non-complying Content and/or (ii) remove carriage of
                           the Customized Programming and/or other Licensed
                           Content from the AOL Properties that are implicated
                           by such non-complying Content; in each case, until
                           such time as HS corrects its non-compliance. If HS
                           does not cure its non-compliance during a [*] ([*])
                           day period (or a [*] ([*]) day period in the event
                           that the non-compliance results from a modification
                           to technical requirements and cannot reasonably be
                           cured in [*] days) beginning the date on which AOL
                           gives HS notice of its non-compliance as provided in
                           subsection (a) hereof, AOL shall be relieved during
                           the period of such HS noncompliance only of the
                           proportionate amount of any promotional commitment
                           made to HS by AOL hereunder in accordance with any
                           decrease, cessation or removal of HS Content or
                           Promotions pursuant to the foregoing sentence.

2.       CROSS-PROMOTION

         2.1      COOPERATION. Each Party shall cooperate with and reasonably
                  assist the other Party in supplying material for marketing and
                  promotional activities.

         2.2      HS PROMOTION OF CUSTOMIZED SITES AND AOL.

                  2.2.1    OFFLINE PROMOTION. As provided in Exhibit G, in its
                           offline promotions HS will promote AOL and will
                           promote the availability of the Customized Sites
                           through the AOL Network.

                  2.2.2    ONLINE PROMOTION. In the event that HS allows a third
                           party Interactive Service to purchase advertising for
                           placement on the Generally Available Sites as part of
                           a cooperative transaction whereby the parties thereto
                           trade products or services rather than cash, or as
                           part of an affiliate or bounty program, then HS will
                           provide AOL with the opportunity to purchase
                           comparable online promotion for the remaining Term of
                           this Agreement and on other terms and conditions that
                           are no less favorable than the proposed promotion
                           with the third party Interactive Service. HS shall
                           provide AOL with ten (10) days prior written notice
                           of its intent to enter into such transaction and
                           shall specify all material terms of such transaction
                           in the written notice (other than those terms which
                           HS is prohibited from disclosing under any
                           commercially reasonable nondisclosure agreement or
                           confidentiality provision that an Interactive Service
                           may have required prior to negotiating the
                           arrangements). In the event that AOL desires to
                           purchase the comparable promotions, AOL shall provide
                           HS written notice of its intent to participate within
                           five (5) days of HS' notice. Thereafter, the parties
                           will use their commercially reasonable good faith
                           efforts to enter into a definitive agreement for the
                           provision of such promotions. HS shall be free to
                           enter into an agreement with the third party on terms
                           no more favorable to the third party than those
                           contained in HS' notice. This section shall not apply
                           to those matters covered by Section 2.5.

         2.3      AOL PROMOTION OF CUSTOMIZED SITES AND HS. At HS's request
                  during the Term, AOL shall discuss with HS opportunities to
                  include HS in AOL promotional materials to the extent AOL
                  includes any similarly situated partners in such materials.
                  The terms and


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                  conditions of any such promotion shall be determined by the
                  Parties at the time of such promotion.

         2.4      AOL PARTICIPATION IN MARKETING OR PROMOTIONAL OPPORTUNITIES.
                  In the event that HS enters into any transaction to promote or
                  market the products or services of any third party Interactive
                  Service, HS shall provide AOL with the opportunity to promote
                  or market the products or services of AOL in a comparable
                  manner for the remainder of the Term of this Agreement and on
                  other terms and conditions that are no less favorable than the
                  proposed promotion of the products and services of the third
                  party Interactive Service. HS shall provide AOL with notice
                  ten (10) days after entering into any such transaction and
                  shall specify all material terms of such transaction in the
                  written notice (other than those terms which HS is prohibited
                  from disclosing under any commercially reasonable
                  nondisclosure agreement or confidentiality provision that the
                  Interactive Service may have required). In the event that AOL
                  desires to acquire comparable promotion or marketing from HS,
                  AOL shall provide HS written notice of its intent to
                  participate within five (5) days of HS' notice. Thereafter the
                  parties will use their commercially reasonable good faith
                  efforts to enter into a definitive agreement for the provision
                  of such promotions. In no event shall Section 2.4 and Section
                  2.2.2 prohibit or limit HS from entering into a distribution
                  agreement or carriage agreement with an Interactive Service
                  pursuant to which HS provides its content to such service even
                  if as an ancillary part thereof HS promotes or markets the
                  services of such Interactive Service. This Section shall not
                  apply to matters covered by Section 2.5.

         2.5      USE OF AOL TOOLS

                  2.5.1    CUSTOMIZED SITES. In the event that HS chooses to
                           integrate any third party tools, technologies or
                           functionality, other than any instant messaging
                           product, on any Customized Site, and AOL provides
                           tools, technology or functionality that are
                           reasonably comparable to that available from such
                           third party, then HS shall negotiate in good faith
                           with AOL to determine terms and conditions for HS to
                           use AOL's tools prior to HS negotiating with any
                           third party regarding the same. Notwithstanding the
                           foregoing, in the event that HS chooses to integrate
                           any instant messaging tool on any Customized Site, HS
                           shall use, and AOL shall provide, "AOL Instant
                           Messenger(TM)" ("AIM") or alternate ---
                           AOL-designated instant messaging tool. In the event
                           that HS integrates one or more third party's tools,
                           technologies and functionality on any Customized Site
                           to the extent permitted in this Section 2.5.1, (i) HS
                           shall be prohibited from displaying any links to such
                           third party web site or other site displaying or
                           distributing such third party's tools, technologies
                           and functionality unless such links are to a
                           "cul-de-sac" site which (a) provides only the third
                           party tool's functionality without further links to
                           the third party's products or services and (b) has an
                           HS Look and Feel, and (ii) HS shall be prohibited
                           from displaying any branding for any third party
                           Interactive Service in connection with such tools,
                           technologies, or functionality; provided, however,
                           that in the event that HS chooses to display any
                           branding for any third party's tools, regardless of
                           whether such third party is an Interactive Service,
                           HS shall remove the third party's tools and branding
                           from the Customized Sites upon AOL's written notice
                           to HS requesting such removal.

                  2.5.2    LICENSE TO AOL TOOLS. To the extent AOL provides HS
                           with AOL Tools for inclusion on the Customized Sites,
                           AOL and HS shall enter into a license agreement, to
                           be mutually agreeable to both Parties, pursuant to
                           which AOL will license to HS such AOL Tools for use
                           on the Customized Sites, and upon mutual agreement of
                           the Parties, the Generally Available Sites, during
                           the Term. In the

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                           event that either Party seeks revenue from users of
                           the Customized Sites or the Generally Available Sites
                           for such AOL tools, the Parties shall negotiate in
                           good faith to determine the revenue share of any
                           revenues derived therefrom.

3.       ADVERTISING AND MERCHANDISING

         3.1      AOL NETWORK ADVERTISING INVENTORY. AOL owns all right, title
                  and interest in and to the advertising and promotional spaces
                  within the AOL Network including, without limitation, the
                  screens containing Customized Programming and, except to the
                  extent otherwise provided herein, shall have the right to all
                  revenues therefrom. The specific advertising inventory within
                  any AOL forms or pages shall be as determined by AOL. HS shall
                  reasonably assist AOL in serving ads to any screens containing
                  Customized Programming which are hosted by HS.

         3.2      CUSTOMIZED SITE ADVERTISING INVENTORY. HS owns all right,
                  title and interest in and to the advertising and promotional
                  spaces on the Customized Sites and shall have the right to all
                  revenues therefrom.

         3.3      INTERACTIVE COMMERCE. Subject to Section 1.4.1, HS shall have
                  the right to provide the HS Services and any other services
                  expressly permitted herein, and sell or offer for sale through
                  the Customized Sites and/or Customized Programming any
                  products, goods or services reasonably related to the HS
                  Services.

4.       CUSTOMIZED PROGRAMMING AND CUSTOMIZED SITES

         4.1      PRODUCTION; PERFORMANCE. HS shall write all Customized
                  Programming and design all Customized Sites for distribution
                  hereunder according to AOL's standard programming and
                  publishing specifications and guidelines and the Technical
                  Operating Standards, all as set forth on Exhibit F, and any
                  additional or modified specifications provided to HS that AOL
                  deems necessary and appropriate from time and time during the
                  Term so long as AOL requires compliance with such standards
                  from similarly situated third parties.

         4.2      CUSTOMIZATION. In addition to any customization requirements
                  set forth elsewhere herein, HS shall customize all Customized
                  Programming and the Customized Sites for AOL Users as follows:

                  (a)      HS shall co-brand each Customized Site, including a
                           Customized Site for Classifieds, in accordance with
                           AOL's specifications for such co-branding as they may
                           be modified and generally applicable to similarly
                           situated AOL partners from time to time, for each AOL
                           Property on which each Customized Site is promoted.
                           HS shall integrate tools, technologies and
                           functionality on any Customized Site in accordance
                           with the provisions of Section 2.5. AOL shall provide
                           a header and footer to HS for use on the Customized
                           Sites that is as wide as the Customized Sites
                           require.

                  (b)      Notwithstanding anything to the contrary, HS shall
                           ensure that:

                           (i)      the Customized Sites and Customized
                                    Programming do not (a) directly promote,
                                    advertise, market or distribute the
                                    products, services or content of any other
                                    Interactive Service, or (b) violate any
                                    standard written AOL policy on advertising
                                    or promotion made available to HS and as
                                    generally

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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.


                                       8                            CONFIDENTIAL
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                                    applied (e.g., with respect to objectionable
                                    content (e.g., illegal or illicit,
                                    inappropriate for minors, etc.));

                           (ii)     the Customized Programming does not directly
                                    promote, advertise, market or distribute any
                                    products or services in any category in
                                    which AOL has an exclusive relationship in
                                    accordance with the lists provided to HS
                                    pursuant to Section 1.4.1; and

                           (iii)    the Customized Programming will not use or
                                    display any pop-up Advertising during the
                                    Term, and no pop-up advertising will be
                                    displayed to any AOL User on any page linked
                                    to directly from Promotions or the
                                    Customized Programming .

                  (c)      HS shall host all pages of the Customized Sites under
                           a URL address co-branded with the applicable
                           Customized Site and AOL Property (e.g., aol.hs.com,
                           netscape.hs.com, etc.) in such a - - manner that HS
                           receives traffic credit for such pages. HS and/or AOL
                           shall host all pages of the Customized Programming
                           under a URL address co-branded with the applicable
                           Customized Site and AOL Property in such a manner
                           that AOL receives traffic credit for such pages
                           provided, however, that HS may elect to use a
                           different URL for pages of Customized Programming
                           hosted by HS so long as HS takes all necessary steps
                           to ensure that AOL receives traffic credit for all
                           pages of Customized Programming (e.g., without
                           limitation, by sending a letter to each of the
                           traffic reporting agencies stating that AOL shall
                           receive traffic credit for such pages).

                  (d)      Upon the expiration or earlier termination of this
                           Agreement, unless the Parties otherwise agree, HS (i)
                           shall discontinue hosting the Customized Sites under
                           the co-branded domain name, and (ii) for a period of
                           twelve (12) months thereafter, host a jump page under
                           each such co-branded domain name. The design of such
                           jump page shall be mutually agreed to by the Parties.
                           The jump page shall be co-branded with each Party's
                           brands and shall contain prominent navigation to both
                           the Generally Available Site and an area(s) of the
                           AOL Network, or other Content area(s), selected by
                           AOL in its reasonable discretion and related in
                           subject matter to the Content contained on the
                           Customized Sites.

                  (e)      Except for the customization requirements set forth
                           in this Section 4.2, HS reserves the right to
                           redesign or modify the organization, structure, "look
                           and feel," navigation and other elements of the
                           Customized Sites at any time. In the event such
                           modifications materially and adversely affect the
                           user interface of the Customized Sites, HS shall
                           promptly provide written notice to AOL of the
                           proposed modifications. Within thirty (30) days of
                           HS' written notice, AOL shall provide written notice
                           to HS of either (i) its acceptance of the proposed
                           modifications or (ii) its rejection of the proposed
                           modifications, together with a written statement of
                           the reasons AOL rejects the proposed modifications as
                           adversely affecting the user interface the Customized
                           Sites. AOL's failure to so respond within thirty (30)
                           days shall be deemed acceptance. AOL's approval of a
                           proposed modification shall not be unreasonably
                           withheld. In the event that AOL rejects a proposed
                           modification offered by HS pursuant to this Section
                           4.2(e), HS and AOL shall attempt, in good faith, to
                           resolve the matter informally within fifteen (15)
                           days. In the event the Parties are unable to resolve
                           the matter informally, either Party may commence the
                           arbitration provisions of this Agreement; provided,
                           however, that any such dispute that is not presented
                           to the Management Committee and, if necessary, to
                           arbitration pursuant to Section VII
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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.


                                       9                        CONFIDENTIAL
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                           of Exhibit D for final and binding resolution within
                           ninety (90) days of HS' written notice of the
                           proposed modification shall be waived by AOL.

         4.3      INTEGRITY OF AOL NETWORK. The Parties will work together on
                  mutually acceptable links (including links back to the AOL
                  Network) within the Customized Sites in order to create a
                  robust and engaging AOL member experience and the Customized
                  Sites may include reasonable editorial links that are
                  contextually related to the Content described on the
                  Programming Plan subject to the terms of this Agreement and
                  the following:

                  (a)      HS shall use commercially reasonable efforts to
                           ensure that AOL traffic is generally either kept
                           within the Customized Sites or channeled back into
                           the AOL Network; provided that this paragraph (a)
                           shall not restrict HS' right and ability to (i) sell
                           Advertisements on the Customized Sites that link to
                           the advertiser's sites or (ii) link to third party
                           Content that is included on the Customized Site as
                           permitted under this Agreement.

                  (b)      Except if and to the extent otherwise expressly set
                           forth herein with respect to the Customized
                           Programming, AOL will exercise complete control over
                           the navigation, design and layout of any screens,
                           forms or other Content on the AOL Network preceding
                           the Customized Sites.

5.       EXCLUSIVITY

         5.1      HS EXCLUSIVE SERVICES.

                  5.1.1    EXCLUSIVITY. Subject to the terms and conditions of
                           this Agreement, HS shall be the exclusive provider of
                           HS Exclusive Services that are directly promoted by
                           AOL or its Affiliates within the AOL Properties.

                  5.1.2    EXCEPTIONS. The provisions of Section 5.1.1 shall be
                           subject to the provisions of this Section 5.1.2.

                  (a)      SINGLE BRAND LISTING SERVICES. With respect to any
                           Person who offers aggregated listings of real estate
                           properties under such Person's own brand with respect
                           to its own listings (e.g., - - Century 21, ERA or
                           Coldwell Banker, each with respect to its own
                           listings), AOL and its Affiliates shall have the
                           right to provide nonintegrated promotions (i.e.,
                           banner advertisements, buttons and text links) for
                           such Person and such Person's HS Exclusive Services;
                           provided, however, that (i) on the AOL Service, AOL
                           may only include one permanent non-integrated
                           promotion per screen (i.e., banner advertisements,
                           buttons and text links) for a single such Person
                           throughout the Home Channel at any one time (i.e.,
                           such promotion will be for the same Person throughout
                           the Home Channel), and (ii) on each of the other AOL
                           Properties, AOL may only include one permanent
                           non-integrated promotion (i.e., banner
                           advertisements, buttons and text links) for no more
                           than a total of two such unaffiliated Persons at any
                           one time within the Home Channel. AOL shall use
                           commercially reasonable efforts (including, without
                           limitation, with respect to existing and future
                           agreements) to ensure that any such Person's site
                           promoted on the AOL Properties does not link to HS
                           Exclusive Services offered by other third parties
                           (related or unrelated). If HS notifies AOL of such a
                           cross link to a third party HS Exclusive Service, AOL
                           shall work with the applicable advertiser to remove
                           such link in accordance with the terms of such
                           advertisers' agreement with AOL regarding such link.


                                       10                           CONFIDENTIAL
<PAGE>

                           (b)      OTHER LINES OF BUSINESS. In the event that
                                    any Person providing HS Exclusive Services
                                    provides products or services other than the
                                    HS Exclusive Services, AOL and its
                                    Affiliates shall not be restricted from
                                    promoting such Person (on or off the AOL
                                    Network), provided however that, except as
                                    otherwise provided in this Section 5.1, AOL
                                    and its Affiliates shall not directly
                                    promote such Person's HS Exclusive Services
                                    within the AOL Properties (e.g., AOL could
                                    promote Classified Ventures' car listings
                                    but not its realty listings).

                           (c)      FSBOS. AOL and its Affiliates shall have the
                                    right to promote for sale by owner listings
                                    ("FSBOS") on the AOL Properties provided,
                                    however, AOL shall not promote a third party
                                    which aggregates FSBOs as its primary
                                    business (e.g., ForSaleByOwner.com). The
                                    location of any integrated links for FSBOs
                                    in the Home Channel shall be subject to HS's
                                    consent, which consent shall be withheld
                                    only if a proposed integrated link would
                                    violate HS's contract with the National
                                    Association of Realtors.

                           (d)      CLASSIFIEDS. No provision of this Agreement
                                    shall limit AOL's or its Affiliates' ability
                                    (on or off the AOL Network) to continue to
                                    promote and populate any classified listings
                                    developed by AOL or one of its Affiliates
                                    ("CLASSIFIEDS") with other AOL or third
                                    party aggregator listings in HS Apartments
                                    Listings, or where AOL Users wish to
                                    advertise themselves.

                           (e)      CANADA. The exclusivity set forth in this
                                    Section 5.1 shall not apply to the AOL
                                    Canada Service with respect to HS Apartment
                                    Listings.

                           (f)      GENERAL EXCEPTIONS. Notwithstanding anything
                                    to the contrary (and without limiting any
                                    actions which may be taken by AOL without
                                    violation of HS' rights hereunder), no
                                    provision of this Agreement shall limit
                                    AOL's right (on or off the AOL Network) to
                                    do each of the following: (i) undertake
                                    activities or perform duties pursuant to
                                    those existing arrangements with third
                                    parties; provided AOL shall not extend or
                                    renew any such existing agreements or
                                    commitments to the extent such agreements or
                                    commitments could not otherwise be entered
                                    into after the Effective Date; (ii) enter
                                    into an arrangement with any third party for
                                    the primary purpose of acquiring AOL Users
                                    whereby such third party is allowed to
                                    promote or market any or all HS Exclusive
                                    Services on a limited basis solely to AOL
                                    Users that are acquired as a result of such
                                    agreement (but not to AOL Users acquired
                                    through any other means); provided, however,
                                    that in the event AOL enters into such an
                                    arrangement with any of the Named Entities,
                                    HS shall have the option to require that AOL
                                    discontinue display of the Customized
                                    Programming and the Customized Site solely
                                    to AOL Users acquired as a result of such
                                    agreement to the extent the product offering
                                    made pursuant to AOL's agreement with the
                                    Named Entity permits the Named Entity to
                                    promote HS Exclusive Services; (iii) create,
                                    distribute and display editorial commentary
                                    relating to any third party provider of any
                                    HS Exclusive Service generated by persons
                                    unrelated to such third party; or (iv)
                                    populate AOL's proprietary directories
                                    (including without limitation AOL Yellow
                                    Pages and Digital City directories) and any
                                    locally-oriented search directories or
                                    databases. With respect to clause (i) above,
                                    to the best of the knowledge of AOL's senior
                                    executives, there is no existing agreement
                                    with a value in excess of Two Million
                                    Dollars ($2,000,000) that authorizes a third
                                    party to distribute HS Exclusive Services
                                    through the AOL Properties.

5.2      BEST-OF-BREED EXCEPTION.


                                       11                      CONFIDENTIAL
<PAGE>

         5.2.1    IN GENERAL. Notwithstanding any other provision of this
                  Agreement (and without limiting any actions which may be taken
                  by AOL without violation of HS' rights hereunder), HS shall
                  provide HS Exclusive Services that comply with the following
                  "KEY INDICATORS": (a) the maintenance of at least [*] percent
                  ([*]%) of the available listings of resale and, to the extent
                  listed on multiple listing services, new properties in the
                  United States carried by multiple listing services (excluding
                  any multiple listing service which prohibits all entities with
                  access to its listings from distributing its listings online);
                  (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, within the United States; and (c) HS's existing
                  agreement with the National Association of Realtors is still
                  in force and effect and has not terminated or otherwise
                  expired.

         5.2.2    If at any time during the Term HS fails to meet either of the
                  Key Indicators set forth in Sections 5.2.1(a) or (b), such
                  failure shall be a material breach entitling AOL to invoke
                  Section 7.2 hereof. If at any time during the Term HS fails to
                  meet the Key Indicator set forth in Section 5.2.1(c), such
                  failure shall entitle AOL to invoke Section 7.3 hereof. HS
                  shall give written notice to AOL within five (5) days of the
                  date on which it fails to meet any of the Key Indicators at
                  any time during the Term. For the sole purpose of ensuring
                  compliance with the Key Indicators, AOL shall have the right,
                  to direct an independent certified public accounting firm
                  subject to strict confidentiality restrictions to conduct a
                  reasonable and necessary copying and inspection of HS'
                  records, contracts and other information that are related to
                  the Key Indicators. Any such audit may be conducted after
                  twenty (20) business days prior written notice. HS shall bear
                  the expense of such audit which determines that HS has failed
                  to meet a Key Indicator; AOL shall bear the expense for any
                  such audit which determines that HS not failed to meet a Key
                  Indicator.

         5.2.3    REPRESENTATION. HS represents and warrants that, as of the
                  Effective Date and throughout the Term, HS shall be in
                  compliance with the Key Indicators.

6.  REPORTING; PAYMENT; PAYMENT PROCEDURES; TAXES.

    6.1  PAYMENT. As consideration for the services provided by AOL pursuant to
         this Agreement, HS agrees to pay AOL Twenty-Two Million Five Hundred
         Thousand Dollars ($22,500,000), with Three Million Seven Hundred Fifty
         Thousand Dollars ($3,750,000) payable by wire transfer immediately upon
         confirmation by Merrill Lynch that the letter of credit referred to in
         Section 13.1.1 and related credit agreement have been terminated
         pursuant to the terms of the side letter referred to in Sections 13.1.3
         and 13.2.2 below ("LOC TERMINATION"), and the balance payable in five
         equal quarterly installments due April 1, 2003, July 1, 2003, October
         1, 2003, January 1, 2004, and April 1, 2004. In addition, as
         consideration for termination of the Prior Agreements provided in
         Section 11 below (including for advertising delivered through December
         31, 2002 pursuant to the Existing Agreement) and the Settlement
         Agreement and Release being delivered pursuant to Sections 13.1.2 and
         13.2.1 below, HS shall pay AOL Seven Million Five Hundred Thousand
         Dollars ($7,500,000) by wire transfer immediately upon LOC Termination.
         All amounts not paid when due and payable shall bear interest from the
         date such amounts are due and payable at the prime rate in effect at
         such time.


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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.


                                       12                       CONFIDENTIAL
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         6.2      SALES REVENUE SHARE ON CUSTOMIZED SITES. HS shall be entitled
                  to retain [*] percent ([*]%) of the Sales Revenues collected
                  by HS or its agents or by any other Person with respect to the
                  Customized Sites.

         6.3      PREFERRED PARTNER SHARE. As a preferred partner of AOL, HS
                  shall be entitled to receive the following shares (the
                  "CATEGORY SHARE") of online Sales Revenues on the AOL
                  Properties (excluding AOL Canada) in each calendar quarter as
                  follows:

                  (a)      [*] percent ([*]%) of Sales Revenues collected by AOL
                           or its agents during such quarter from (i) sales of
                           Advertisements (excluding Advertisements for local
                           entities on Digital City, i.e., advertising targeted
                           at an audience within a single DMA) within the Home
                           Channel, and (ii) sales of Designated Products within
                           the Home Channel (excluding any Sales Revenues
                           derived from links to Shop@AOL and/or any other AOL
                           marketplace-type offering); and

                  (b)      [*] percent ([*]%) of Sales Revenues collected by AOL
                           or its agents during such quarter from (i) sales of
                           Advertisements (excluding Advertisements for local
                           entities on Digital City, i.e., Advertisements
                           targeted at an audience within a single DMA) outside
                           of the Home Channel that are derived directly from
                           the HS Services and (b) sales of Designated Products
                           outside of the Home Channel (excluding any Sales
                           Revenues derived from Shop@AOL and/or any other AOL
                           marketplace-type offering).

                  AOL represents and warrants that, as of the Effective Date, no
                  AOL compensation policy creates disincentive for sales
                  personnel to sell Advertisements subject to the [*] percent
                  ([*]%) revenue share above. In the event that AOL changes its
                  compensation policy at any time during the Term of this
                  Agreement which creates a disincentive for sales personnel to
                  sell Advertisements subject to the [*] percent ([*]%) revenue
                  share set forth in subsection (a) above, AOL shall (i)
                  implement an alternative means of ensuring that Advertisements
                  Revenue subject to the [*] percent ([*]%) revenue share set
                  forth in subsection (a) above are not disadvantaged, and (ii)
                  notify HS in writing of such change in AOL's compensation
                  policy, provided that the failure of AOL to provide notice to
                  HS shall not be deemed a material breach of this Agreement.
                  AOL shall pay to HS any amounts owed pursuant to this Section
                  6.3 within thirty (30) days after the end of each quarter
                  (including the last quarter of the Term). For purposes of
                  determining whether an Advertisement runs within or outside of
                  the Home Channel, the area inside the Home Channel shall be
                  deemed to include all screens on which the Home Channel header
                  (or any successor indicia of inclusion within a channel or
                  successor thereto) is included (e.g., the pets area to the
                  extent it resides on screen pages within the Home Channel
                  header shall be considered inside the Home Channel). In the
                  event there are no such indicia, the parties shall mutually
                  decide on a means for determining what is inside the Home
                  Channel.

         6.4      SALES REFERRALS. Within 30 days of the Effective Date, HS may
                  provide to AOL a written list of Persons who offer aggregated
                  listings of real estate properties under such Person's own
                  brand with whom HS has a relationship and to whom AOL may wish
                  to sell

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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.


                                       13                       CONFIDENTIAL
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                  Advertisements (the "HS LIST"). Within 30 days of receipt of
                  the HS List, AOL shall respond by informing HS in writing of
                  any entities on the HS list for which AOL wishes that HS
                  provide an introduction (the "AOL LIST"). If, during the
                  remainder of the Term, AOL sells Advertisements on the AOL
                  Properties to any Person on the AOL List for whom HS provided
                  an introduction, AOL shall pay HS an Advertising Sales
                  Commission of [*] percent ([*]%) of the net revenues collected
                  by AOL for such Advertisements. For the avoidance of doubt,
                  this provision shall not apply in any manner to any
                  Advertisements sold by any division of AOL Time Warner Inc.
                  other than AOL.

         6.5      AOL USAGE REPORTING. AOL shall make available to HS a monthly
                  report on or before the 18th of each month specifying for the
                  prior calendar month Impressions and click-through with
                  respect to HS Presences on the AOL Network (other than the
                  Customized Programming), which are similar in substance and
                  form to the reports provided by AOL to other content partners
                  similar to HS.

                  6.5.1    AD SERVED IMPRESSIONS. Reports relating to
                           Impressions delivered to HS Presences which are
                           displayed on the AOL Network through AOL's ad serving
                           technology ("AD SERVED IMPRESSIONS") will tie on a
                           line-by-line basis to the Carriage Plan.

                  6.5.2    NON AD-SERVED IMPRESSIONS.

                      (a)  AOL Service. Reports regarding the reporting periods
                           through February 28, 2003, to be reported on or
                           before March 18, 2003 as provided in Section 6.5,
                           relating to Impressions delivered to HS Presences
                           which are displayed on the AOL Service through
                           technology other than AOL's ad server ("NON-AD SERVED
                           IMPRESSIONS") will not automatically tie to the
                           Carriage Plan on a line-by-line basis. During this
                           time period, AOL will make good faith efforts to
                           manually provide to HS reports which correspond to
                           the line items in the Carriage Plan for the Non-Ad
                           Served Impressions on the AOL Service. Except as
                           provided in Section 6.5.2(c), reports regarding the
                           reporting periods beginning March 1, 2003, to be
                           reported on reports on or after April 18, 2003 as
                           provided in Section 6.5, relating to Non-Ad Served
                           Impressions on the AOL Service will tie to the
                           Carriage Plan on a line-by-line basis.

                      (b)  Netscape.com, Compuserve and MapQuest. Reports
                           regarding the reporting periods ending January 31,
                           2003, to be reported on or before February 18, 2003
                           as provided in Section 6.5, relating to Non-Ad Served
                           Impressions on Netscape.com, Compuserve and MapQuest
                           will not automatically tie to the Carriage Plan on a
                           line-by-line basis. During this time period, AOL will
                           make good faith efforts to manually provide to HS
                           reports which correspond to the line items in the
                           Carriage Plan for the Non-Ad Served Impressions on
                           Netscape.com, Compuserve and MapQuest. Reports
                           regarding the reporting periods beginning February 1,
                           2003, to be reported on reports on or after March 18,
                           2003 as provided in Section 6.5, relating to Non-Ad
                           Served Impressions on Netscape.com, Compuserve and
                           MapQuest will tie to the Carriage Plan on a
                           line-by-line basis.

                      (c)  Digital City, AOL Canada and AOL PF Items.
                           Reports relating to Non-Ad Served Impressions on
                           Digital City, AOL Canada and the two line items
                           entitled "PF - AOL - Real Estate Main - HTML Feed"
                           and "PF - AOL - Real Estate Mortgages - HTML Feed" in
                           the Carriage Plan will not tie to the Carriage Plan
                           on a line-by-line

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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.


                                       14                          CONFIDENTIAL
<PAGE>
                           basis. AOL will make good faith efforts to manually
                           provide to HS reports which correspond to the line
                           items in the Carriage Plan for the Non-Ad Served
                           Impressions on Digital City and AOL Canada.

                    (d)    Other Properties. The Carriage Plan attached hereto
                           as of the Effective Date does not anticipate Non-Ad
                           Served Impressions on portions of the AOL Network
                           other than those identified in subsections (a)
                           through (c) above. In the event that the Parties
                           modify the Carriage Plan to include Non-Ad Served
                           Impressions on additional portions of the AOL
                           Network, AOL will notify HS, upon HS's request,
                           whether the reports related to Non-Ad Served
                           Impressions in such additional locations will tie to
                           the Carriage Plan on a line-by-line basis. In cases
                           where the available reports will not tie to the
                           Carriage Plan on a line-by-line basis, AOL will make
                           good faith efforts to manually provide to HS reports
                           which correspond to the line items in the Carriage
                           Plan for the Non-Ad Served Impressions in the
                           affected areas.

                  6.5.3    MANUAL IMPLEMENTATION. HS acknowledges that even in
                           cases where technology enables reporting which ties
                           to the Carriage Plan on a line by line basis, certain
                           manual input is required to produce accurate reports,
                           and the complexity of the Carriage Plan [*]. [*]
                           shall not be a breach of this Agreement by AOL, [*].
                           In the event that HS believes that, [*], HS may
                           submit such concern to the Management Committee for
                           resolution solely by mutual agreement of the
                           Management Committee; provided, however, that this
                           sentence shall not adversely affect HS' rights to
                           receive the reports set forth in Section 6.5.4 and to
                           enforce its rights pursuant to Section 1.2.

                  6.5.4    THIRD PARTY AUDIT. The reports shall be based upon
                           reporting methodology which is audited regularly by
                           an independent third party chosen by AOL; provided,
                           however, that Digital City reporting shall not be
                           audited.

                  6.5.5    REPORTING EXPIRATION. HS shall have the right to
                           review any reports provided by AOL pursuant to this
                           Section 6.5 or Section 6.6. HS must notify AOL in
                           writing of anything other than an arithmetic error
                           contained in the reports to be provided by AOL
                           pursuant to this Section 6.5.5 or Section 6.6 within
                           thirty (30) days of HS's receipt of the report. Such
                           written notice must specify the alleged error. In the
                           event that HS notifies AOL of an alleged error by AOL
                           pursuant to this Section 6.5.5, HS and AOL shall
                           attempt, in good faith, to resolve the matter
                           informally within fifteen (15) days. In the event the
                           Parties are unable to resolve the matter informally,
                           either Party may commence the arbitration provisions
                           of this Agreement; provided, however, that any such
                           dispute that is not presented to the Management
                           Committee and, if necessary, arbitration as provided
                           in Section VII of Exhibit D for final and binding
                           resolution within ninety (90) days of HS's written
                           notice of the alleged error shall be waived by HS.

                  6.5.6    CLASSIFIEDS. AOL shall not provide any report of any
                           nature to HS regarding any Impressions delivered to
                           Classifieds.

         6.6      CUSTOMIZED PROGRAMMING REPORTING. AOL shall make available to
                  HS a monthly report on or before the 18th of each month
                  specifying for the prior calendar month Impressions to the
                  Customized Programming, subject to cooperation from HS as set
                  forth in this Section 6.6, which are similar in substance and
                  form to the reports provided by

---------------

[*] 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.


                                       15                       CONFIDENTIAL
<PAGE>

                  AOL to other content partners similar to HS. AOL shall provide
                  to HS certain tags which HS shall embed in specified locations
                  on the pages of Customized Programming in strict accordance
                  with AOL's instructions. HS shall further provide AOL with a
                  monthly report on or before the 18th of each month specifying
                  for the prior calendar month Impressions to the Customized
                  Programming as tracked by HS. HS acknowledges and agrees that
                  the reports provided by AOL shall be the governing reports
                  under this Agreement for all purposes, and further
                  acknowledges that there will be discrepancies between the HS
                  reports and the AOL reports. However, AOL may elect to monitor
                  the discrepancies between the two reports as an indication of
                  whether the AOL tags have been properly installed on the
                  Customized Programming. In the event that HS fails to properly
                  install the tags in accordance with AOL's instructions, AOL
                  shall be relieved of its obligation to provide Impressions to
                  the portion of the Customized Programming where such tags have
                  been improperly installed. The provisions of Sections 6.5.3,
                  6.5.4 and 6.5.5. shall apply to this Section 6.6.

         6.7      CUSTOMIZED SITES REPORTING. HS will supply AOL with monthly
                  reports which reflect total Impressions and aggregate usage by
                  AOL Visitors to the Customized Sites during the prior calendar
                  month and, to the extent permitted by law and HS' standard
                  privacy policy applicable to the Generally Available Sites,
                  any registration information obtained from AOL Visitors at the
                  Customized Sites during the period in question. HS shall
                  provide AOL with a written list of all URLs related to the
                  Customized Sites and HS shall update such list promptly upon
                  any change thereto. Such reports shall be in such format as
                  reasonably requested by AOL, consistent in substance and form
                  with the reports required from other interactive marketing
                  partners similar to HS, provided that, in the event that AOL
                  changes the form of its reports and the change in form causes
                  HS to suffer more than incremental costs, AOL shall pay the
                  amount of any excess costs over and above such incremental
                  costs.

         6.8      ADVERTISING. AOL shall provide monthly detailed information to
                  HS regarding all Advertisements appearing on the Home Channel
                  and any Advertisements on any other portion of the AOL Network
                  for which a revenue share is payable to HS hereunder. In
                  reporting any Advertisements, AOL shall provide reasonably
                  sufficient detail to enable HS to confirm the accuracy of its
                  revenue share payments.

         6.9      SALES REPORTS. With respect to sales of Designated Products by
                  AOL on the Home Channel with each payment, AOL shall provide
                  HS with a monthly report containing such information as is
                  reasonably required for measuring Transaction Revenue activity
                  through the AOL Network with respect to such Designated
                  Products. Such report may include, without limitation, the
                  following to the extent available to or practicable for the
                  Party providing such report: (i) summary sales information by
                  day (date, number of Designated Products, number of orders,
                  total Transaction Revenues); and (ii) detailed sales
                  information to the extent AOL tracks such information (e.g.,
                  order date/time stamp, purchaser name and screenname, SKU,
                  product description). HS shall be entitled to use the reports
                  in its business operations and to disclose information derived
                  from such reports in an aggregate form.

         6.10     PAYMENT SCHEDULE. Except as otherwise specified herein, AOL
                  agrees to pay HS all amounts owed to HS as described herein on
                  a quarterly basis within thirty (30) days of the end of the
                  quarter in which such amounts were collected by AOL. The first
                  quarter for which payment is to be made shall (i) begin on the
                  first day of the month following the month of execution of
                  this Agreement and (ii) include the portion of the month of
                  execution following the Effective Date (unless this Agreement
                  was executed on the first


                                       16                          CONFIDENTIAL
<PAGE>
                  day of a month, in which case the quarter shall be deemed to
                  begin on the first day of such month).

         6.11     WIRED PAYMENTS. All payments by HS hereunder shall be paid in
                  immediately available, non-refundable U.S. funds wired to the
                  "America Online" account, Account Number [*] at [*], or such
                  other account of which AOL shall give HS written notice. In
                  the event of any questions regarding a payment made (or
                  expected to be made) by HS to AOL, AOL may contact [*].

         6.12     TAXES. All payments provided in this Agreement are exclusive
                  of any sales, use, gross receipts, excise, import or export
                  value added or similar taxes or duties (the "TAXES"). HS shall
                  collect and pay and indemnify and hold AOL harmless from, any
                  Taxes arising from or related to the operation of the
                  Customized Sites and/or the sale of any products or services
                  by HS or its Affiliates and agents, including any penalties
                  and interest, as well as any costs associated with the
                  collection or withholding thereof, including attorneys' fees.

7.       TERM; TERMINATION; REMEDIES

         7.1      TERM. Unless earlier terminated or renewed, or extended, as
                  set forth herein, the Term of this Agreement shall commence on
                  the Effective Date and end on June 30, 2004 (the "TERM"). Upon
                  the expiration or earlier termination of this Agreement, AOL
                  may, at its discretion, for a period of up to [*] ([*]) days,
                  continue to promote one or more "pointers" or links from the
                  AOL Network to the Generally Available Sites and continue to
                  use HS' trade names, trademarks and service marks for such
                  purpose, and HS shall have no promotional payment or other
                  obligations of any kind to AOL during such [*] ([*]) day
                  period.

         7.2      TERMINATION FOR BREACH. Either Party may terminate this
                  Agreement at any time in the event of a material breach by the
                  other Party which remains uncured after thirty (30) days
                  written notice thereof; provided, however, that the cure
                  period with respect to any scheduled payment shall be five (5)
                  days from the date such payment is due. In the event that AOL
                  elects to terminate this Agreement based upon a scheduled
                  payment which was not received by five (5) days after its due
                  date, HS shall continue to maintain the Customized Programming
                  and the Customized Sites in accordance with this Agreement for
                  a period of [*] ([*]) days after receipt of a termination
                  notice from AOL; provided, however, that in the event that
                  AOL's termination of this Agreement pursuant to this Section
                  7.2 occurs during the last calendar quarter of the Term, HS
                  shall continue to maintain the Customized Programming and the
                  Customized Sites in accordance with this Agreement until June
                  30, 2004.

         7.3      TERMINATION BY AOL. AOL may terminate this Agreement
                  immediately upon the sending of written notice of such
                  termination to HS if at any time during the Term, HS fails to
                  meet the Key Indicator set forth in Section 5.2.1(c).

         7.4      TERMINATION FOR BANKRUPTCY/INSOLVENCY. Either Party may
                  terminate this Agreement immediately following written notice
                  to the other Party if the other Party (i) becomes or is
                  declared insolvent or bankrupt, (ii) is the subject of any
                  proceeding related to its

---------------

[*] 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.


                                       17                       CONFIDENTIAL
<PAGE>

                  liquidation or insolvency (whether voluntary or involuntary)
                  which is not dismissed within ninety (90) calendar days after
                  it is initiated, (iii) makes an assignment for the benefit of
                  creditors, or (iv) admits in writing that it is unable to pay
                  its debts in the ordinary course.

         7.5      TERMINATION AND RELEASE FOR CHANGE OF CONTROL. AOL may
                  terminate this Agreement by providing HS with thirty (30) days
                  prior written notice of such intent to terminate in the event
                  of a Change of Control of HS resulting in control of HS by any
                  of the following or one of its Affiliates: (a) [*]; (b) [*],
                  (c) [*], (d) any Internet connectivity services (e.g., an
                  Internet service provider) that received over $[*] in gross
                  revenues from the provision of Internet connectivity services
                  during its most recent fiscal annual reporting period; or (e)
                  any of the top [*] Interactive Sites or services featuring a
                  broad selection of aggregated third party interactive Content
                  or navigation thereto (e.g., Alta Vista, Lycos) as measured
                  based on "reach" (as measured by Media Metrix or its
                  successor).

8.       PRESS RELEASES. In addition to the requirements of Exhibit D, each
         Party will submit to the other Party, for its prior written approval,
         any press release or any other public statement ("PRESS RELEASE")
         regarding the transactions contemplated hereunder, which approval will
         not be unreasonably withheld. Notwithstanding the foregoing, either
         Party may issue Press Releases and other disclosures as required by
         law, rule, regulation or court order or as reasonably advised by legal
         counsel without the consent of the other Party and in such event, the
         disclosing Party will provide at least five (5) business days prior
         written notice of such disclosure unless a shorter period is required
         by such law, rule, regulation or court order, in which case the
         disclosing Party shall provide as much notice as possible. The failure
         by one Party to obtain the prior written approval of the other Party
         prior to issuing a Press Release (except as required by law, rule,
         regulation or court order) shall be deemed a material breach of this
         Agreement.

9.       PERFORMANCE BY SUBSIDIARIES. To the extent this Agreement requires
         performance by a subsidiary of AOL, AOL, in its capacity as stockholder
         of such subsidiary, shall cause such subsidiary to perform in
         accordance with this Agreement. To the extent this Agreement requires
         performance by a subsidiary of Homestore, Homestore, in its capacity as
         stockholder of such subsidiary, shall cause such subsidiary to perform
         in accordance with this Agreement.

10.      REPRESENTATION AND WARRANTY. HS represents and warrants that it is the
         successor-in-interest of RealSelect, Inc. and Homestore.com, Inc. and
         that it has the ability to terminate the Existing Agreement on behalf
         of RealSelect, Inc. and Homestore.com, Inc.

11.      TERMINATION OF PRIOR AGREEMENTS. Upon the execution hereof, subject to
         the fulfillment of the conditions precedent set forth in Section 13,
         except as expressly provided in this Section 11, the Parties hereby
         terminate as of the Effective Date of this Agreement, the Existing
         Agreement, that certain Securities Purchase Agreement (the "SECURITIES
         PURCHASE AGREEMENT") and that certain Registration Rights Agreement,
         each dated as of April 25, 2000, between AOL and HS (including HS's
         predecessors-in-interest) (collectively, the "PRIOR AGREEMENTS") and,
         upon such termination, such Prior Agreements shall have no further
         force or effect, except as expressly provided in this Section 11.
         Without limiting the foregoing, the Parties specifically acknowledge
         and agree that as a result of the termination of the Prior Agreements
         all contractual restrictions and/or limitations contained in the Prior
         Agreements relating to AOL's disposition of any or all shares of HS
         common stock previously acquired pursuant to the Prior Agreements are
         terminated and are of no further force and effect, including, without
         limitation, all restrictions or limitations set forth in Sections 3(c)
         and 4 of the Securities Purchase Agreement. Promptly upon AOL's
         request, HS shall instruct its transfer agent to issue new certificates
         to AOL evidencing such

---------------

[*] 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.

                                       18                     CONFIDENTIAL
<PAGE>

         shares without restrictive legends against delivery of the old
         certificates. Upon termination of the Prior Agreements, AOL shall be
         entitled to no further issuances of shares pursuant to the Prior
         Agreements and shall have no put rights or price guaranties or similar
         arrangements for equity downside protection with respect to such
         shares. The foregoing notwithstanding, the following provisions in the
         Prior Agreements shall expressly survive the termination of the Prior
         Agreements (or the termination of the Prior Agreements shall not effect
         the matters set forth below): (i) any rights with respect to any
         warrants or other equity of HS held by AOL, which rights do not arise
         out the Prior Agreements; (ii) any rights of AOL to receive any amounts
         available for drawing under the Letter of Credit (as defined in the
         Existing Agreement) unless and until the side letter described in
         Sections 13.1.3 and 13.2.3 is signed by all parties thereto and AOL has
         been paid Ninety Million Dollars ($90,000,000) by Merrill Lynch; and
         (iii) Sections IV, V, VI, and VII of Exhibit D to the Existing
         Agreement and the following sections of Section VIII of Exhibit D to
         the Existing Agreement: Auditing Rights (including audit rights with
         respect to Sales Revenue for purposes of computing payments due under
         the Existing Agreement pursuant to revenue sharing arrangements (and
         the obligation to pay any additional amounts owed based on the results
         of such audit)), Notice, Return of Information, Entire Agreement,
         Amendment, Construction; Severability, Remedies, Headings, and
         Applicable Law, but survival shall not apply to any provision in
         Section 6.6 of the Existing Agreement .

12.      STANDARD TERMS. All Exhibits and Schedules hereto (including the
         Standard Legal Terms & Conditions set forth on Exhibit D) are each
         hereby made a part of this Agreement.

13.      CONDITIONS PRECEDENT.

         13.1     The obligations of AOL under this Agreement are subject to the
                  fulfillment of each of the following conditions, any one or
                  more of which may be waived by AOL:

                  13.1.1   AOL has received the amount of Ninety Million Dollars
                           ($90,000,000) drawn pursuant to that certain
                           Irrevocable Standby Letter of Credit No. 200020
                           issued by Merrill Lynch Bank USA ("MERRILL LYNCH"),
                           dated May 18, 2000, as partial consideration for the
                           termination of the Existing Agreement;

                  13.1.2   HS shall have delivered to AOL a Settlement Agreement
                           and Release in a form acceptable to AOL, executed by
                           its duly authorized representative;

                  13.1.3   HS shall have delivered to AOL a side letter among
                           Merrill Lynch , HS and AOL regarding the payment of
                           the Ninety Million Dollars ($90,000,000) to AOL
                           pursuant to Section 13.1.1 in a form acceptable to
                           AOL, executed by its duly authorized representative
                           and by a representative of Merrill Lynch.

                  13.1.4   HS shall have paid to AOL Eleven Million Two Hundred
                           Fifty Thousand Dollars ($11,250,000) upon LOC
                           Termination as provided in Section 6.1.

         13.2     The obligations of HS under this Agreement are subject to the
                  fulfillment of each of the following conditions, any one or
                  more of which may be waived by HS:

                  13.2.1   AOL shall have delivered to HS a Settlement Agreement
                           and Release in a form acceptable to HS, executed by
                           its duly authorized representative;

                  13.2.2   AOL shall have delivered to HS a side letter among
                           Merrill Lynch Bank USA, HS and AOL regarding the
                           payment of the Ninety Million Dollars ($90,000,000)
                           to


                                       19                        CONFIDENTIAL
<PAGE>

                           AOL pursuant to Section 13.1.1 in a form acceptable
                           to HS, executed by its duly authorized representative
                           and by a representative of Merrill Lynch.

14.      THIRD PARTY BENEFICIARY. Notwithstanding any other provision of this
         Agreement, the Parties agree that AOL Canada, Inc. is an express third
         party beneficiary of this Agreement, with any rights and remedies
         associated therewith.

15.      EMPLOYEE OFFER. AOL shall make available to HS the special employee
         membership offer outlined on Exhibit J attached hereto.


                                       20                 CONFIDENTIAL
<PAGE>

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

AMERICA ONLINE, INC.                           HOMESTORE, INC.


By:      /s/  Joseph A. Ripp                   By:  /s/  Allan P. Merrill
   -------------------------------------          ------------------------------
Print Name:      Joseph A. Ripp                Print Name:  Allan P. Merrill
           -----------------------------                  ----------------------
Title:      Vice Chairman                      Title:  EVP Corporate Development
      ----------------------------------             ---------------------------
Date:     01/09/03                             Date:   January 9, 2003
     -----------------------------------            ----------------------------
                                               Tax ID/EIN#:    52-2284225
                                                           ---------------------


                                       21                          CONFIDENTIAL
<PAGE>
                                LIST OF EXHIBITS

Exhibit A                  Carriage Plan

    Exhibit A-1              Integrated Placement

    Exhibit A-2              Media Placement

Exhibit B                  Capitalized Terms

Exhibit C                  Programming Plan

Exhibit D                  Standard Legal Terms and Conditions

Exhibit E                  Intentionally Deleted

Exhibit F                  AOL Site Testing and Technical Operating Standards

Exhibit G                  Offline Promotion

Exhibit H                  Home Channel Screen Shots

Exhibit I                  AOL Exclusive Relationships

Exhibit J                  Homestore Employee Offer


                                       22               CONFIDENTIAL
<PAGE>


                                    EXHIBIT A

                                  CARRIAGE PLAN



                                                                    CONFIDENTIAL
<PAGE>
                                   EXHIBIT A-1
                         INTEGRATED PLACEMENT COMMITMENT

<TABLE>
<CAPTION>
AOL LOCAL                                                                                                FLIGHT               TOTALS
                                                                                 COPY SIZE           START      END      IMPRESSIONS
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                              <C>        <C>        <C>
AOL Local- Real Estate Main- Functional Integration 1                      Functional Integration  1/15/2003  6/30/2004          [*]
AOL Local- Real Estate Main- Functional Integration 2                      Functional Integration  1/15/2003  6/30/2004          [*]
AOL Local- Real Estate Main- Graphic w/ Link 1                                 Graphic/Photo       6/1/2003   6/30/2004          [*]
AOL Local- Real Estate Main- Graphic w/ Link 2                                 Graphic/Photo       1/15/2003  5/31/2003          [*]
AOL Local- Real Estate Main- Text Link 1                                           Text 1          1/15/2003  6/30/2004          [*]
AOL Local- Real Estate Main- Text Link 2                                           Text 1          1/15/2003  6/30/2004          [*]
AOL Local- Real Estate Main- Text Link 3                                           Text 1          1/15/2003  6/30/2004          [*]
AOL Local- Real Estate Main- Text Link 4                                           Text 1          1/15/2003  6/30/2004          [*]
AOL Local- Real Estate Main- Text Link 5                                           Text 1          1/15/2003  6/30/2004          [*]
RealEstate - Digital Cities - Featured Homes- Listings Feed               Functional Integration   1/15/2003  6/30/2004          [*]
RealEstate - Digital Cities - Featured New Homes- Listings Feed           Functional Integration   1/15/2003  6/30/2004          [*]
RealEstate - Digital Cities - Featured Apartments- Listings Feed          Functional Integration   1/15/2003  6/30/2004          [*]
====================================================================================================================================
                                                                  SUB TOTAL                                                      [*]
</TABLE>

----------
[*]   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
<PAGE>
<TABLE>
<CAPTION>
AOL LOCAL                                                                                       FLIGHT                        TOTALS
                                                                       COPY SIZE            START      END               IMPRESSIONS
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                     <C>        <C>                 <C>
AOL- House & Home- Decorating subscreens- Text Link 1               Graphic with Text     1/15/2003  6/30/2004                   [*]
AOL- House & Home- Decorating subscreens- Text Link 2               Graphic with Text     1/15/2003  5/31/2003                   [*]
AOL- House & Home- Gardening subscreens- Text Link 3                      Text 1          1/15/2003  6/30/2004                   [*]
AOL- House & Home- Gardening subscreens- Text Link 4                      Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Home Improvement subscreens- Text Link 1               Text 1          1/15/2003  6/30/2004                   [*]
AOL- House & Home- Home Improvement subscreens- Text Link 2               Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Home Services- Functional Integration          Functional Integration  1/15/2003  5/31/2003                   [*]
AOL- House & Home- Home Services- Graphic w/ link                   Graphic with Text     1/15/2003  5/31/2003                   [*]
AOL- House & Home- Home Services- Text Link 1                             Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Home Services- Text Link 2                             Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Home Services- Text Link 3                             Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Home Services- Text Link 4                             Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Home Services- Text Link 5                             Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Home Services- Text Link 6                             Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Home Services- Text Link 7                             Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Home Services- Text Link 8                             Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Home Services- Text Link 9                             Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Real Estate- Buying & Selling- Text Link-
     navigation 1                                                         Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Real Estate- Buying & Selling- Text Link-
     navigation 2                                                         Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Real Estate- Buying & Selling- Text Link 1             Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Real Estate- Buying & Selling- Text Link 2             Text 1          1/15/2003  5/31/2003                   [*]
</TABLE>

----------
[*]   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
<PAGE>
<TABLE>
<S>                                                               <C>                     <C>        <C>                         <C>
AOL- House & Home- Real Estate- Buying & Selling- Text Link 3             Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Real Estate- Buying & Selling- Text Link 4             Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Real Estate- Buying & Selling- Text Link 5             Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Real Estate- Buying & Selling- Text Link 6             Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Real Estate- Buying & Selling- Text Link 7             Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Real Estate- Buying & Selling- Anchor Tenant           Other           1/15/2003  5/31/2003                   [*]
AOL- House & Home- Real Estate- Buying & Selling- Functional
     Integration                                                  Functional Integration  1/15/2003  5/31/2003                   [*]
AOL- House & Home- Real Estate- Buying & Selling- Graphic w/Link    Graphic with Text     1/15/2003  5/31/2003                   [*]
AOL- House & Home- Real Estate- Moving- Functional Integraton     Functional Integration  1/15/2003  5/31/2003                   [*]
AOL- House & Home- Real Estate- Moving- Text Link                         Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Real Estate- Moving- Text Link- Navigation 1           Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Real Estate- Moving- Text Link- Navigation 2           Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Real Estate- Moving- Text Link- Navigation 3           Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Real Estate- Moving- Text Link- Navigation 4           Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Real Estate- Moving- Text Link- Navigation 5           Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Real Estate- Neighborhoods- Text Link-
     Navigation 6                                                         Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Real Estate- Neighborhoods- Text Link 1                Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Real Estate- Neighborhoods- Text Link 2                Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Real Estate- Neighborhoods- Text Link 3                Text 1          1/15/2003  5/31/2003                   [*]
AOL- House & Home- Real Estate- Renting- Text Link- navigation 1          Text 1          1/15/2003  5/31/2003                   [*]
</TABLE>

----------
[*]   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
<PAGE>
<TABLE>
<S>                                                                  <C>                     <C>        <C>                      <C>
AOL- House & Home- Real Estate- Renting- Text Link- navigation 2             Text 1          1/15/2003  5/31/2003                [*]
AOL- House & Home- Real Estate- Renting- Text Link- navigation 3             Text 1          1/15/2003  5/31/2003                [*]
AOL- House & Home- Real Estate- Renting- Text Link- navigation 4             Text 1          1/15/2003  5/31/2003                [*]
AOL- House & Home- Real Estate Apartments- Anchor Tenant                     Other           1/15/2003  6/30/2004                [*]
AOL- House & Home- Real Estate Apartments- Functional Integration 1  Functional Integration  1/15/2003  6/30/2004                [*]
AOL- House & Home- Real Estate Apartments- Functional Integration 2  Functional Integration  6/1/2003   6/30/2004                [*]
AOL- House & Home- Real Estate Apartments- Functional Integration 3  Functional Integration  6/1/2003   6/30/2004                [*]
AOL- House & Home- Real Estate Apartments- Functional Integration 4  Functional Integration  6/1/2003   6/30/2004                [*]
AOL- House & Home- Real Estate Apartments- Graphic Photo w/ Link 1     Graphic with Text     6/1/2003   6/30/2004                [*]
AOL- House & Home- Real Estate Apartments- Graphic Photo w/ Link 2     Graphic with Text     1/15/2003  6/30/2004                [*]
AOL- House & Home- Real Estate Apartments- Graphic Photo w/ Link 3     Graphic with Text     6/1/2003   6/30/2004                [*]
AOL- House & Home- Real Estate Apartments- Text Link 1                       Text 1          1/15/2003  6/30/2004                [*]
AOL- House & Home- Real Estate Apartments- Text Link 2                       Text 1          1/15/2003  6/30/2004                [*]
AOL- House & Home- Real Estate Apartments- Text Link 3                       Text 1          1/15/2003  6/30/2004                [*]
AOL- House & Home- Real Estate Apartments- Text Link 4                       Text 1          1/15/2003  6/30/2004                [*]
AOL- House & Home- Real Estate Homes- Anchor Tenant                          Other           6/1/2003   6/30/2004                [*]
AOL- House & Home- Real Estate Homes- Functional Integration 1       Functional Integration  6/1/2003   6/30/2004                [*]
AOL- House & Home- Real Estate Homes- Functional Integration 2       Functional Integration  6/1/2003   6/30/2004                [*]
AOL- House & Home- Real Estate Homes- Functional Integration 3       Functional Integration  6/1/2003   6/30/2004                [*]
AOL- House & Home- Real Estate Homes- Graphic Photo w/Link 1           Graphic with Text     6/1/2003   6/30/2004                [*]
</TABLE>

----------
[*]   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
<PAGE>
<TABLE>
<S>                                                                  <C>                     <C>        <C>                      <C>
AOL- House & Home- Real Estate Homes- Graphic Photo w/Link 2           Graphic with Text     6/1/2003   6/30/2004                [*]
AOL- House & Home- Real Estate Homes- Graphic Photo w/Link 3           Graphic with Text     6/1/2003   6/30/2004                [*]
AOL- House & Home- Real Estate Homes- Text Link 1                            Text 1          6/1/2003   6/30/2004                [*]
AOL- House & Home- Real Estate Homes- Text Link 2                            Text 1          6/1/2003   6/30/2004                [*]
AOL- House & Home- Real Estate Homes- Text Link 3                            Text 1          6/1/2003   6/30/2004                [*]
AOL- House & Home- Real Estate Homes- Text Link 4                            Text 1          6/1/2003   6/30/2004                [*]
AOL- House & Home- Real Estate Homes- Text Link 5                            Text 1          6/1/2003   6/30/2004                [*]
AOL- House & Home- Real Estate Main- Graphic w/ Link 1                 Graphic with Text     1/15/2003  5/31/2003                [*]
AOL- House & Home- Real Estate Main- Graphic w/ Link 2                 Graphic with Text     1/15/2003  5/31/2003                [*]
AOL- House & Home- Real Estate Main- Text Link- navigation 1         Functional Integration  1/15/2003  5/31/2003                [*]
AOL- House & Home- Real Estate Main- Text Link- navigation 2         Functional Integration  1/15/2003  5/31/2003                [*]
AOL- House & Home- Real Estate Main- Text Link- navigation 3         Functional Integration  1/15/2003  5/31/2003                [*]
AOL- House & Home- Real Estate Main- Text Link- navigation 4         Functional Integration  1/15/2003  5/31/2003                [*]
AOL- House & Home- Real Estate Main- Text Link- navigation 5         Functional Integration  1/15/2003  5/31/2003                [*]
AOL- House & Home- Real Estate Main- Text Link- navigation 6         Functional Integration  1/15/2003  5/31/2003                [*]
AOL- House & Home- Real Estate Main- Text Link 1                             Text 1          1/15/2003  6/30/2004                [*]
AOL- House & Home- Real Estate Main- Text Link 2                             Text 1          1/15/2003  6/30/2004                [*]
AOL- House & Home- Real Estate Moving- Functional Integration 1      Functional Integration  6/1/2003   6/30/2004                [*]
AOL- House & Home- Real Estate Moving- Functional Integration 2      Functional Integration  6/1/2003   6/30/2004                [*]
AOL- House & Home- Real Estate Moving- Functional Integration 3      Functional Integration  6/1/2003   6/30/2004                [*]
</TABLE>

----------
[*]   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
<PAGE>
<TABLE>
<S>                                                                      <C>                     <C>        <C>                  <C>
AOL- House & Home- Real Estate Moving- Graphic w/ Link                     Graphic with Text     1/15/2003  6/30/2004            [*]
AOL- House & Home- Real Estate Moving- Text Link 1                               Text 1          1/15/2003  6/30/2004            [*]
AOL- House & Home- Real Estate Moving- Text Link 2                               Text 1          1/15/2003  6/30/2004            [*]
AOL- House & Home- Real Estate Neighborhoods- Functional Integration 1   Functional Integration  1/15/2003  6/30/2004            [*]
AOL- House & Home- Real Estate Neighborhoods- Functional Integration 2   Functional Integration  6/1/2003   6/30/2004            [*]
AOL- House & Home- Real Estate Neighborhoods- Functional Integration 3   Functional Integration  6/1/2003   6/30/2004            [*]
AOL- House & Home- Real Estate Neighborhoods-Anchor Tenant                       Other           1/15/2003  6/30/2004            [*]
AOL- House & Home- Real Estate Neighborhoods-Graphic w/ Link 1             Graphic with Text     6/1/2003   6/30/2004            [*]
AOL- House & Home- Real Estate Neighborhoods-Graphic w/ Link 2             Graphic with Text     1/15/2003  6/30/2004            [*]
AOL- House & Home- Real Estate Neighborhoods-Graphic w/ Link 3             Graphic with Text     6/1/2003   6/30/2004            [*]
AOL- House & Home- Real Estate Neighborhoods-Graphic w/ Link 4             Graphic with Text     6/1/2003   6/30/2004            [*]
AOL- House & Home- Real Estate Neighborhoods-Text Link 1                         Text 1          1/15/2003  6/30/2004            [*]
AOL- House & Home- Real Estate Neighborhoods-Text Link 2                         Text 1          1/15/2003  6/30/2004            [*]
AOL- House & Home- Real Estate Neighborhoods-Text Link 3                         Text 1          1/15/2003  6/30/2004            [*]
AOL- House & Home- Real Estate Neighborhoods-Text Link 4                         Text 1          1/15/2003  6/30/2004            [*]
AOL- House & Home- Real Estate Senior Housing- Anchor Tenant                     Other           6/1/2003   6/30/2004            [*]
AOL- House & Home- Real Estate Senior Housing- Functional Integration 1  Functional Integration  6/1/2003   6/30/2004            [*]
AOL- House & Home- Real Estate Senior Housing- Functional Integration 2  Functional Integration  6/1/2003   6/30/2004            [*]
AOL- House & Home- Real Estate Senior Housing- Functional Integration 3  Functional Integration  6/1/2003   6/30/2004            [*]
AOL- House & Home- Real Estate Senior Housing- Graphic w/ Link 1           Graphic with Text     6/1/2003   6/30/2004            [*]
</TABLE>

----------
[*]   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
<PAGE>
<TABLE>
<S>                                                                       <C>                       <C>        <C>               <C>
AOL- House & Home- Real Estate Senior Housing- Graphic w/ Link 2              Graphic with Text     6/1/2003   6/30/2004         [*]
AOL- House & Home- Real Estate Senior Housing- Graphic w/ Link 3              Graphic with Text     6/1/2003   6/30/2004         [*]
AOL- House & Home- Real Estate Senior Housing- Text  Link 4                         Text 1          6/1/2003   6/30/2004         [*]
AOL- House & Home- Real Estate Senior Housing- Text Link 1                          Text 1          6/1/2003   6/30/2004         [*]
AOL- House & Home- Real Estate Senior Housing- Text Link 2                          Text 1          6/1/2003   6/30/2004         [*]
AOL- House & Home- Real Estate Senior Housing- Text Link 3                          Text 1          6/1/2003   6/30/2004         [*]
AOL- House & Home Main- Graphic w/Text                                        Graphic with Text     1/15/2003  5/31/2003         [*]
AOL- House & Home Main- Text Link- navigation                               Functional Integration  1/15/2003  5/31/2003         [*]
House & Home - AOL - Decorating Category- Text or Graphic with Link           Graphic with Text     1/15/2003  6/30/2004         [*]
House & Home - AOL - Gardening Main Functional Integration                  Functional Integration  1/15/2003  6/30/2004         [*]
House & Home - AOL - Gardening Subs Text 1 or Graphic Photo w/ Link                 Text 1          1/15/2003  6/30/2004         [*]
House & Home - AOL - Home Improvement Subs Text 1 or Graphic Photo
   w/ Link                                                                          Text 1          1/15/2003  6/30/2004         [*]
House & Home - AOL - Home Services  Text                                            Text 1          1/15/2003  6/30/2004         [*]
House & Home - AOL - Main- Anchor Tenant                                            Other           1/15/2003  6/30/2004         [*]
House & Home - AOL - Main  Functional Integration 1                         Functional Integration  1/15/2003  6/30/2004         [*]
House & Home - AOL - Main  Functional Integration 2                         Functional Integration  6/1/2003   6/30/2004         [*]
House & Home - AOL - Main  Text 1                                                   Text 1          1/15/2003  6/30/2004         [*]
House & Home - AOL - Real Estate Center Main- Anchor Tenant                         Other           1/15/2003  6/30/2004         [*]
House & Home - AOL - Real Estate Center Main Functional Integration 1       Functional Integration  1/15/2003  6/30/2004         [*]
House & Home - AOL - Real Estate Center Main Functional Integration 2       Functional Integration  6/1/2003   6/30/2004         [*]
</TABLE>

----------
[*]   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
<PAGE>
<TABLE>
<S>                                                                    <C>                              <C>        <C>           <C>
House & Home - AOL - Real Estate Center Main Functional Integration 3           Functional Integration  6/1/2003   6/30/2004     [*]
House & Home - AOL - Real Estate Center Main Graphic with Text                    Graphic with Text     6/1/2003   6/30/2004     [*]
House & Home - AOL - Real Estate Center Main Text Link 1                                Text 1          1/15/2003  6/30/2004     [*]
House & Home - AOL - Real Estate Center Main Text Link 2                                Text 1          1/15/2003  6/30/2004     [*]
House & Home - AOL - Real Estate Center Main Text Link 3                                Text 1          1/15/2003  6/30/2004     [*]
House & Home - AOL - Real Estate Center Moving- Anchor Tenant                           Other           1/15/2003  6/30/2004     [*]
House & Home - AOL - Real Estate Center Moving Text Link 1                              Text 1          1/15/2003  6/30/2004     [*]
House & Home - AOL - Real Estate Center Moving Text Link 2                              Text 1          1/15/2003  6/30/2004     [*]
Personal Finance - AOL - Real Estate- Integrated Widget                         Functional Integration  1/15/2003  6/30/2004     [*]
Personal Finance - AOL - Real Estate Main- HTML Feed                            Functional Integration  1/15/2003  6/30/2004     [*]
Personal Finance - AOL - Real Estate Mortgages- HTML Feed                       Functional Integration  1/15/2003  6/30/2004     [*]
Personal Finance - AOL - Real Estate Mortgages- Integrated Widget               Functional Integration  1/15/2003  6/30/2004     [*]
Personal Finance - AOL - Real Estate Mortgages Text 1                                   Text 1          1/15/2003  6/30/2004     [*]

====================================================================================================================================
                                                                       SUB TOTAL                                                 [*]
</TABLE>


<TABLE>
<CAPTION>
CLASSIFIEDS                                                                                               FLIGHT              TOTALS
                                                                                     COPY SIZE       START       END     IMPRESSIONS
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                         <C>        <C>        <C>
AOL Classifieds- Real Estate Rentals- Listing Details Page-
   Functional Integration                                                                          1/15/2003  6/30/2004          [*]
AOL Classifieds- Real Estate Rentals- Listing Details Page-
   Functional Integration                                                                          1/15/2003  6/30/2004          [*]
AOL Classifieds- Real Estate Rentals- Listing Results Page-
   Functional Integration                                                                          1/15/2003  6/30/2004          [*]
AOL Classifieds Plus- Real Estate Main- New Homes- Text Link                                       1/15/2003  6/30/2004          [*]
AOL Classifieds Plus- Real Estate Main- Realtor Home Sales- Text Link                              1/15/2003  6/30/2004          [*]
====================================================================================================================================
                                                                       CLASSIFIEDS  FLAT FEE TOTAL                               [*]
</TABLE>

----------
[*]   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
<PAGE>
<TABLE>
<CAPTION>
COMPUSERVE                                                                                                FLIGHT              TOTALS
                                                                                 COPY SIZE           START       END     IMPRESSIONS
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                     <C>        <C>        <C>
Compuserve- Home & Real Estate- Decorating Main- Text Link                         Text 1          1/15/2003  6/30/2004          [*]
Compuserve- Home & Real Estate- Decorating Main- Text Link or Graphic              Text 1          1/15/2003  6/30/2004          [*]
Compuserve- Home & Real Estate- Gardening Main- Text Link                          Text 1          1/15/2003  6/30/2004          [*]
Compuserve- Home & Real Estate- Gardening Main- Text Link or Graphic
   w/ Link                                                                         Text 1          1/15/2003  6/30/2004          [*]
Compuserve- Home & Real Estate- Home Improvement Main- Text Link                   Text 1          1/15/2003  6/30/2004          [*]
Compuserve- Home & Real Estate- Home Improvement Main- Text Link
   or Graphic                                                                      Text 1          1/15/2003  6/30/2004          [*]
Compuserve- Home & Real Estate- Real Estate- Buying & Selling-
   Anchor Tenant                                                                   Other           1/15/2003  5/31/2003          [*]
Compuserve- Home & Real Estate- Real Estate- Buying & Selling-
   Functional Integration 1                                                Functional Integration  1/15/2003  5/31/2003          [*]
Compuserve- Home & Real Estate- Real Estate- Buying & Selling-
   Functional Integration 2                                                Functional Integration  1/15/2003  5/31/2003          [*]
Compuserve- Home & Real Estate- Real Estate- Buying & Selling-
   Functional Integration 3                                                Functional Integration  1/15/2003  5/31/2003          [*]
Compuserve- Home & Real Estate- Real Estate- Buying & Selling-
   Graphic w/ link 1                                                         Graphic with Text     1/15/2003  5/31/2003          [*]
Compuserve- Home & Real Estate- Real Estate- Buying & Selling-
   Graphic w/ link 2                                                         Graphic with Text     1/15/2003  5/31/2003          [*]
Compuserve- Home & Real Estate- Real Estate- Buying & Selling-
   Text Link 1                                                                     Text 1          1/15/2003  5/31/2003          [*]
Compuserve- Home & Real Estate- Real Estate- Buying & Selling-
   Text Link 2                                                                     Text 1          1/15/2003  5/31/2003          [*]
Compuserve- Home & Real Estate- Real Estate- Buying & Selling-
   Text Link 3                                                                     Text 1          1/15/2003  5/31/2003          [*]
Compuserve- Home & Real Estate- Real Estate- Buying & Selling-
   Text Link 4                                                                     Text 1          1/15/2003  5/31/2003          [*]
</TABLE>

----------
[*]   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
<PAGE>
<TABLE>
<S>                                                                               <C>                     <C>        <C>         <C>
Compuserve- Home & Real Estate- Real Estate- Buying & Selling- Text Link 5                Text 1          1/15/2003  5/31/2003   [*]
Compuserve- Home & Real Estate- Real Estate Apartments- Anchor Tenant                     Other           1/15/2003  6/30/2004   [*]
Compuserve- Home & Real Estate- Real Estate Apartments- Functional Integration 1  Functional Integration  1/15/2003  6/30/2004   [*]
Compuserve- Home & Real Estate- Real Estate Apartments- Functional Integration 2  Functional Integration  1/15/2003  6/30/2004   [*]
Compuserve- Home & Real Estate- Real Estate Apartments- Functional Integration 3  Functional Integration  1/15/2003  6/30/2004   [*]
Compuserve- Home & Real Estate- Real Estate Apartments- Functional Integration 4  Functional Integration  1/15/2003  6/30/2004   [*]
Compuserve- Home & Real Estate- Real Estate Apartments- Graphic w/ Link 1           Graphic with Text     1/15/2003  6/30/2004   [*]
Compuserve- Home & Real Estate- Real Estate Apartments- Graphic w/ Link 2           Graphic with Text     1/15/2003  6/30/2004   [*]
Compuserve- Home & Real Estate- Real Estate Apartments- Graphic w/ Link 3           Graphic with Text     1/15/2003  6/30/2004   [*]
Compuserve- Home & Real Estate- Real Estate Apartments- Text Link 1                       Text 1          1/15/2003  6/30/2004   [*]
Compuserve- Home & Real Estate- Real Estate Apartments- Text Link 2                       Text 1          1/15/2003  6/30/2004   [*]
Compuserve- Home & Real Estate- Real Estate Apartments- Text Link 3                       Text 1          1/15/2003  6/30/2004   [*]
Compuserve- Home & Real Estate- Real Estate Apartments- Text Link 4                       Text 1          1/15/2003  6/30/2004   [*]
Compuserve- Home & Real Estate- Real Estate Homes- Anchor Tenant                          Other           1/15/2003  6/30/2004   [*]
Compuserve- Home & Real Estate- Real Estate Homes- Functional Integration 1       Functional Integration  1/15/2003  6/30/2004   [*]
Compuserve- Home & Real Estate- Real Estate Homes- Functional Integration 2       Functional Integration  1/15/2003  6/30/2004   [*]
Compuserve- Home & Real Estate- Real Estate Homes- Functional Integration 3       Functional Integration  1/15/2003  6/30/2004   [*]
Compuserve- Home & Real Estate- Real Estate Homes- Graphic w/ Link 1                Graphic with Text     1/15/2003  6/30/2004   [*]
Compuserve- Home & Real Estate- Real Estate Homes- Graphic w/ Link 2                Graphic with Text     1/15/2003  6/30/2004   [*]
Compuserve- Home & Real Estate- Real Estate Homes- Graphic w/ Link 3                Graphic with Text     1/15/2003  6/30/2004   [*]
</TABLE>

----------
[*]   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
<PAGE>
<TABLE>
<S>                                                                                <C>                     <C>        <C>        <C>
Compuserve- Home & Real Estate- Real Estate Homes- Text  Link 1                            Text 1          1/15/2003  6/30/2004  [*]
Compuserve- Home & Real Estate- Real Estate Homes- Text Link 2                             Text 1          1/15/2003  6/30/2004  [*]
Compuserve- Home & Real Estate- Real Estate Homes- Text Link 3                             Text 1          1/15/2003  6/30/2004  [*]
Compuserve- Home & Real Estate- Real Estate Homes- Text Link 4                             Text 1          1/15/2003  6/30/2004  [*]
Compuserve- Home & Real Estate- Real Estate Homes- Text Link 5                             Text 1          1/15/2003  6/30/2004  [*]
Compuserve- Home & Real Estate- Real Estate Main- Graphic w/ Link                    Graphic with Text     1/15/2003  5/31/2003  [*]
Compuserve- Home & Real Estate- Real Estate Moving- Functional Integration 1       Functional Integration  1/15/2003  6/30/2004  [*]
Compuserve- Home & Real Estate- Real Estate Moving- Functional Integration 2       Functional Integration  1/15/2003  6/30/2004  [*]
Compuserve- Home & Real Estate- Real Estate Moving- Functional Integration 3       Functional Integration  1/15/2003  6/30/2004  [*]
Compuserve- Home & Real Estate- Real Estate Moving- Graphic w/ Link                  Graphic with Text     1/15/2003  6/30/2004  [*]
Compuserve- Home & Real Estate- Real Estate Moving- Text Link 1                            Text 1          1/15/2003  6/30/2004  [*]
Compuserve- Home & Real Estate- Real Estate Moving- Text Link 2                            Text 1          1/15/2003  6/30/2004  [*]
Compuserve- Home & Real Estate- Real Estate Neighborhoods- Anchor Tenant                   Other           1/15/2003  6/30/2004  [*]
Compuserve- Home & Real Estate- Real Estate Neighborhoods- Functional
   Integration 1                                                                   Functional Integration  1/15/2003  6/30/2004  [*]
Compuserve- Home & Real Estate- Real Estate Neighborhoods- Functional
   Integration 2                                                                   Functional Integration  1/15/2003  6/30/2004  [*]
Compuserve- Home & Real Estate- Real Estate Neighborhoods- Functional
   Integration 3                                                                   Functional Integration  1/15/2003  6/30/2004  [*]
Compuserve- Home & Real Estate- Real Estate Neighborhoods- Graphic w/ Link 1         Graphic with Text     1/15/2003  6/30/2004  [*]
Compuserve- Home & Real Estate- Real Estate Neighborhoods- Graphic w/ Link 2         Graphic with Text     1/15/2003  6/30/2004  [*]
Compuserve- Home & Real Estate- Real Estate Neighborhoods- Graphic w/ Link 3         Graphic with Text     1/15/2003  6/30/2004  [*]
Compuserve- Home & Real Estate- Real Estate Neighborhoods- Graphic w/ Link 4         Graphic with Text     1/15/2003  6/30/2004  [*]
</TABLE>

----------
[*]   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
<PAGE>
<TABLE>
<S>                                                                            <C>                     <C>        <C>            <C>
Compuserve- Home & Real Estate- Real Estate Neighborhoods- Text Link 1                 Text 1          1/15/2003  6/30/2004      [*]
Compuserve- Home & Real Estate- Real Estate Neighborhoods- Text Link 2                 Text 1          1/15/2003  6/30/2004      [*]
Compuserve- Home & Real Estate- Real Estate Neighborhoods- Text Link 3                 Text 1          1/15/2003  6/30/2004      [*]
Compuserve- Home & Real Estate- Real Estate Neighborhoods- Text Link 4                 Text 1          1/15/2003  6/30/2004      [*]
Compuserve- Home & Real Estate- Real Estate Senior Housing- Anchor Tenant              Other           6/1/2003   6/30/2004      [*]
Compuserve- Home & Real Estate- Real Estate Senior Housing- Functional
   Integration 1                                                               Functional Integration  6/1/2003   6/30/2004      [*]
Compuserve- Home & Real Estate- Real Estate Senior Housing- Functional
   Integration 2                                                               Functional Integration  6/1/2003   6/30/2004      [*]
Compuserve- Home & Real Estate- Real Estate Senior Housing- Functional
   Integration 3                                                               Functional Integration  6/1/2003   6/30/2004      [*]
Compuserve- Home & Real Estate- Real Estate Senior Housing- Graphic w/ Link 1    Graphic with Text     6/1/2003   6/30/2004      [*]
Compuserve- Home & Real Estate- Real Estate Senior Housing- Graphic w/ Link 2    Graphic with Text     6/1/2003   6/30/2004      [*]
Compuserve- Home & Real Estate- Real Estate Senior Housing- Graphic w/ Link 3    Graphic with Text     6/1/2003   6/30/2004      [*]
Compuserve- Home & Real Estate- Real Estate Senior Housing- Text Link 1                Text 1          6/1/2003   6/30/2004      [*]
Compuserve- Home & Real Estate- Real Estate Senior Housing- Text Link 2                Text 1          6/1/2003   6/30/2004      [*]
Compuserve- Home & Real Estate- Real Estate Senior Housing- Text Link 3                Text 1          6/1/2003   6/30/2004      [*]
Compuserve- Home & Real Estate- Real Estate Senior Housing- Text Link 4                Text 1          6/1/2003   6/30/2004      [*]
Compuserve- Home & Real Estate Main- Graphic w/ link                             Graphic with Text     1/15/2003  5/31/2003      [*]
Compuserve- Money & Business Banking Center- Tool Integration                  Functional Integration  1/15/2003  6/30/2004      [*]
Compuserve- Money & Business Lending Center- Tool Integration                  Functional Integration  1/15/2003  6/30/2004      [*]
Home & Real Estate- Compuserve - Gardening Main - Functional Integration       Functional Integration  1/15/2003  6/30/2004      [*]
Home & Real Estate- Compuserve - Home Services- Text Link                              Text 1          1/15/2003  6/30/2004      [*]
</TABLE>

----------
[*]   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
<PAGE>
<TABLE>
<S>                                                                       <C>                              <C>        <C>        <C>
Home & Real Estate- Compuserve - Real Estate Main- Anchor Tenant                           Other           1/15/2003  6/30/2004  [*]
Home & Real Estate- Compuserve - Real Estate Moving- Anchor Tenant                         Other           1/15/2003  6/30/2004  [*]
Home & Real Estate - Compuserve - Real Estate Home Finance-  Graphic
   Photo w/ Link                                                                     Graphic with Text     6/1/2003   6/30/2004  [*]
Home & Real Estate - Compuserve - Real Estate Home Finance-
   Text Link 1                                                                             Text 1          1/15/2003  6/30/2004  [*]
Home & Real Estate - Compuserve - Real Estate Home Finance-
   Text Link 2                                                                             Text 1          1/15/2003  6/30/2004  [*]
Home & Real Estate - Compuserve - Real Estate Home Finance-
   Text Link 3                                                                             Text 1          1/15/2003  6/30/2004  [*]
Home & Real Estate - Compuserve - Real Estate Home Finance-
   Text Link 4                                                                             Text 1          1/15/2003  6/30/2004  [*]
Home & Real Estate - Compuserve - Real Estate Home Finance-
   Text Link 5                                                                             Text 1          1/15/2003  6/30/2004  [*]
Home & Real Estate - Compuserve - Real Estate Home Finance-
   Text Link 6                                                                             Text 1          1/15/2003  6/30/2004  [*]
Home & Real Estate - Compuserve - Real Estate Home Finance-
   Text Link 7                                                                             Text 1          1/15/2003  6/30/2004  [*]
Home & Real Estate - Compuserve - Real Estate Home Finance - Functional
   Integration 1                                                                   Functional Integration  1/15/2003  6/30/2004  [*]
Home & Real Estate - Compuserve - Real Estate Home Finance -
   Functional Integration 2                                                        Functional Integration  1/15/2003   6/1/2003  [*]
Home & Real Estate - Compuserve - Real Estate Main-  Functional
   Integration- Navigation                                                         Functional Integration  1/15/2003  6/30/2004  [*]
Home & Real Estate - Compuserve - Real Estate Main-
   Functional Integration 1                                                        Functional Integration  1/15/2003  6/30/2004  [*]
Home & Real Estate - Compuserve - Real Estate Main-
   Functional Integration 2                                                        Functional Integration  1/15/2003  6/30/2004  [*]
Home & Real Estate - Compuserve - Real Estate Main-
   Graphic Photo w/ Link                                                             Graphic with Text     6/1/2003   6/30/2004  [*]
Home & Real Estate - Compuserve - Real Estate Main-  Text Link 1                           Text 1          1/15/2003  6/30/2004  [*]
Home & Real Estate - Compuserve - Real Estate Main-  Text Link 2                           Text 1          1/15/2003  6/30/2004  [*]
Home & Real Estate - Compuserve - Real Estate Moving  Text Link 1                          Text 1          1/15/2003  6/30/2004  [*]
Home & Real Estate - Compuserve - Real Estate Moving  Text Link 2                          Text 1          1/15/2003  6/30/2004  [*]
Home & Real Estate Main - Compuserve -   Functional Integration 1                  Functional Integration  1/15/2003  6/30/2004  [*]
Home & Real Estate Main - Compuserve -   Functional Integration 2                  Functional Integration  1/15/2003  6/30/2004  [*]
Home & Real Estate Main - Compuserve -   Text Link                                         Text 1          1/15/2003  6/30/2004  [*]
====================================================================================================================================
                                                                                 SUB TOTAL                                       [*]
</TABLE>

----------
[*]   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
<PAGE>
<TABLE>
<CAPTION>
INTERNATIONAL                                                                                             FLIGHT              TOTALS
                                                                                        COPY SIZE    START       END     IMPRESSIONS
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                 <C>        <C>        <C>        <C>
AOL.ca Targeted Search Terms                                                             468x60    1/15/2003  6/30/2004          [*]
====================================================================================================================================
                                                                    CANADA FLAT FEE
                                                                      TOTAL                                                      [*]
</TABLE>

<TABLE>
<CAPTION>
MAPQUEST                                                                                                  FLIGHT              TOTALS
                                                                                    COPY SIZE         START      END     IMPRESSIONS
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>        <C>                 <C>                  <C>
Driving Directions - MapQuest - Results  Graphic with Text                      Graphic with Text   2/1/2003  6/30/2004          [*]
====================================================================================================================================
                                                                     SUB TOTAL                                                   [*]
</TABLE>

<TABLE>
<CAPTION>
NETSCAPE                                                                                                  FLIGHT              TOTALS
                                                                                 COPY SIZE           START       END     IMPRESSIONS
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                     <C>        <C>        <C>
Home & Real Estate - Netscape - Gardening Main- Functional Integration     Functional Integration  1/15/2003  6/30/2004          [*]
Home & Real Estate - Netscape - Home Services- Text Link                           Text 1          1/15/2003  6/30/2004          [*]
Home & Real Estate - Netscape - Real Estate Main- Anchor Tenant                    Other           1/15/2003  6/30/2004          [*]
Home & Real Estate - Netscape - Real Estate Main- Functional
   Integration- Navigation                                                 Functional Integration  1/15/2003  6/30/2004          [*]
</TABLE>

----------
[*]   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
<PAGE>
<TABLE>
<S>                                                                         <C>                     <C>        <C>               <C>
Home & Real Estate - Netscape - Real Estate Main- Functional Integration 1  Functional Integration  1/15/2003  6/30/2004         [*]
Home & Real Estate - Netscape - Real Estate Main- Functional Integration 2  Functional Integration  1/15/2003  6/30/2004         [*]
Home & Real Estate - Netscape - Real Estate Main- Graphic Photo with Link     Graphic with Text     6/1/2003   6/30/2004         [*]
Home & Real Estate - Netscape - Real Estate Main- Text Link 1                       Text 1          1/15/2003  6/30/2004         [*]
Home & Real Estate - Netscape - Real Estate Main- Text Link 2                       Text 1          1/15/2003  6/30/2004         [*]
Home & Real Estate - Netscape - Real Estate Moving- Anchor Tenant                   Other           1/15/2003  6/30/2004         [*]
Home & Real Estate - Netscape - Real Estate Moving- Text Link 1                     Text 1          1/15/2003  6/30/2004         [*]
Home & Real Estate - Netscape - Real Estate Moving- Text Link 2                     Text 1          1/15/2003  6/30/2004         [*]
Home & Real Estate Main-  Netscape -   Text Link                                    Text 1          1/15/2003  6/30/2004         [*]
Home & Real Estate Main - Netscape -   Functional Integration 1             Functional Integration  1/15/2003  6/30/2004         [*]
Home & Real Estate Main - Netscape -   Functional Integration 2             Functional Integration  1/15/2003  6/30/2004         [*]
Netscape- Home & Real Estate- Decorating Main- Text Link                            Text 1          1/15/2003  6/30/2004         [*]
Netscape- Home & Real Estate- Decorating Main- Text Link or Graphic                 Text 1          1/15/2003  6/30/2004         [*]
Netscape- Home & Real Estate- Gardening Main- Text Link                             Text 1          1/15/2003  6/30/2004         [*]
Netscape- Home & Real Estate- Gardening Main- Text Link or Graphic                  Text 1          1/15/2003  6/30/2004         [*]
Netscape- Home & Real Estate- Home Improvement Main- Text Link                      Text 1          1/15/2003  6/30/2004         [*]
Netscape- Home & Real Estate- Home Improvement Main- Text Link or Graphic           Text 1          1/15/2003  6/30/2004         [*]
Netscape- Home & Real Estate- Real Estate- Buying & Selling- Anchor Tenant          Other           1/15/2003  5/31/2003         [*]
Netscape- Home & Real Estate- Real Estate- Buying & Selling- Functional
   Integration 1                                                            Functional Integration  1/15/2003  5/31/2003         [*]
Netscape- Home & Real Estate- Real Estate- Buying & Selling- Functional
   Integration 2                                                            Functional Integration  1/15/2003  5/31/2003         [*]
</TABLE>

----------
[*]   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
<PAGE>
<TABLE>
<S>                                                                             <C>                     <C>        <C>           <C>
Netscape- Home & Real Estate- Real Estate- Buying & Selling- Functional
   Integration 3                                                                Functional Integration  1/15/2003  5/31/2003     [*]
Netscape- Home & Real Estate- Real Estate- Buying & Selling- Graphic w/ Link 1    Graphic with Text     1/15/2003  5/31/2003     [*]
Netscape- Home & Real Estate- Real Estate- Buying & Selling- Graphic w/ Link 2    Graphic with Text     1/15/2003  5/31/2003     [*]
Netscape- Home & Real Estate- Real Estate- Buying & Selling- Text Link 1                Text 1          1/15/2003  5/31/2003     [*]
Netscape- Home & Real Estate- Real Estate- Buying & Selling- Text Link 2                Text 1          1/15/2003  5/31/2003     [*]
Netscape- Home & Real Estate- Real Estate- Buying & Selling- Text Link 3                Text 1          1/15/2003  5/31/2003     [*]
Netscape- Home & Real Estate- Real Estate- Buying & Selling- Text Link 4                Text 1          1/15/2003  5/31/2003     [*]
Netscape- Home & Real Estate- Real Estate- Buying & Selling- Text Link 5                Text 1          1/15/2003  5/31/2003     [*]
Netscape- Home & Real Estate- Real Estate Apartments- Functional Integration 1  Functional Integration  1/15/2003  6/30/2004     [*]
Netscape- Home & Real Estate- Real Estate Apartments- Functional Integration 2  Functional Integration  1/15/2003  6/30/2004     [*]
Netscape- Home & Real Estate- Real Estate Apartments- Functional Integration 3  Functional Integration  1/15/2003  6/30/2004     [*]
Netscape- Home & Real Estate- Real Estate Apartments- Functional Integration 4  Functional Integration  1/15/2003  6/30/2004     [*]
Netscape- Home & Real Estate- Real Estate Apartments- Graphic w/ link 1           Graphic with Text     6/1/2003   6/30/2004     [*]
Netscape- Home & Real Estate- Real Estate Apartments- Graphic w/ link 2           Graphic with Text     1/15/2003  6/30/2004     [*]
Netscape- Home & Real Estate- Real Estate Apartments- Graphic w/ link 3           Graphic with Text     1/15/2003  6/30/2004     [*]
Netscape- Home & Real Estate- Real Estate Apartments- Text Link 1                       Text 1          1/15/2003  6/30/2004     [*]
Netscape- Home & Real Estate- Real Estate Apartments- Text Link 2                       Text 1          1/15/2003  6/30/2004     [*]
Netscape- Home & Real Estate- Real Estate Apartments- Text Link 3                       Text 1          1/15/2003  6/30/2004     [*]
Netscape- Home & Real Estate- Real Estate Apartments- Text Link 4                       Text 1          1/15/2003  6/30/2004     [*]
Netscape- Home & Real Estate- Real Estate Apartments-Anchor Tenant                      Other           1/15/2003  6/30/2004     [*]
</TABLE>

----------
[*]   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
<PAGE>
<TABLE>
<S>                                                                        <C>                     <C>        <C>                <C>
Netscape- Home & Real Estate- Real Estate Home Finance-
   Functional Integration 1                                                Functional Integration  1/15/2003  6/30/2004          [*]
Netscape- Home & Real Estate- Real Estate Home Finance-
   Functional Integration 2                                                Functional Integration  1/15/2003  6/30/2004          [*]
Netscape- Home & Real Estate- Real Estate Home Finance- Graphic w/ link      Graphic with Text     1/15/2003  6/30/2004          [*]
Netscape- Home & Real Estate- Real Estate Home Finance - Text Link 1               Text 1          1/15/2003  6/30/2004          [*]
Netscape- Home & Real Estate- Real Estate Home Finance - Text Link 2               Text 1          1/15/2003  6/30/2004          [*]
Netscape- Home & Real Estate- Real Estate Home Finance - Text Link 3               Text 1          1/15/2003  6/30/2004          [*]
Netscape- Home & Real Estate- Real Estate Home Finance - Text Link 4               Text 1          1/15/2003  6/30/2004          [*]
Netscape- Home & Real Estate- Real Estate Home Finance - Text Link 5               Text 1          1/15/2003  6/30/2004          [*]
Netscape- Home & Real Estate- Real Estate Home Finance - Text Link 6               Text 1          1/15/2003  6/30/2004          [*]
Netscape- Home & Real Estate- Real Estate Home Finance - Text Link 7               Text 1          1/15/2003  6/30/2004          [*]
Netscape- Home & Real Estate- Real Estate Homes- Anchor Tenant                     Other           1/15/2003  6/30/2004          [*]
Netscape- Home & Real Estate- Real Estate Homes- Functional Integration 1  Functional Integration  1/15/2003  6/30/2004          [*]
Netscape- Home & Real Estate- Real Estate Homes- Functional Integration 2  Functional Integration  1/15/2003  6/30/2004          [*]
Netscape- Home & Real Estate- Real Estate Homes- Functional Integration 3  Functional Integration  1/15/2003  6/30/2004          [*]
Netscape- Home & Real Estate- Real Estate Homes- Graphic w/ link 1           Graphic with Text     1/15/2003  6/30/2004          [*]
Netscape- Home & Real Estate- Real Estate Homes- Graphic w/ link 2           Graphic with Text     1/15/2003  6/30/2004          [*]
Netscape- Home & Real Estate- Real Estate Homes- Graphic w/ link 3           Graphic with Text     1/15/2003  6/30/2004          [*]
Netscape- Home & Real Estate- Real Estate Homes- Text Link 1                       Text 1          1/15/2003  6/30/2004          [*]
Netscape- Home & Real Estate- Real Estate Homes- Text Link 2                       Text 1          1/15/2003  6/30/2004          [*]
Netscape- Home & Real Estate- Real Estate Homes- Text Link 3                       Text 1          1/15/2003  6/30/2004          [*]
</TABLE>

----------
[*]   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
<PAGE>
<TABLE>
<S>                                                                         <C>                     <C>        <C>               <C>
Netscape- Home & Real Estate- Real Estate Homes- Text Link 4                        Text 1          1/15/2003  6/30/2004         [*]
Netscape- Home & Real Estate- Real Estate Homes- Text Link 5                        Text 1          1/15/2003  6/30/2004         [*]
Netscape- Home & Real Estate- Real Estate Main- Graphic w/ Link               Graphic with Text     1/15/2003  5/31/2003         [*]
Netscape- Home & Real Estate- Real Estate Moving- Functional Integration 1  Functional Integration  1/15/2003  6/30/2004         [*]
Netscape- Home & Real Estate- Real Estate Moving- Functional Integration 2  Functional Integration  1/15/2003  6/30/2004         [*]
Netscape- Home & Real Estate- Real Estate Moving- Functional Integration 3  Functional Integration  1/15/2003  6/30/2004         [*]
Netscape- Home & Real Estate- Real Estate Moving- Graphic w/ link             Graphic with Text     1/15/2003  6/30/2004         [*]
Netscape- Home & Real Estate- Real Estate Moving- Text Link 1                       Text 1          1/15/2003  6/30/2004         [*]
Netscape- Home & Real Estate- Real Estate Moving- Text Link 2                       Text 1          1/15/2003  6/30/2004         [*]
Netscape- Home & Real Estate- Real Estate Neighborhoods- Anchor Tenant              Other           1/15/2003  6/30/2004         [*]
Netscape- Home & Real Estate- Real Estate Neighborhoods- Functional
   Integration 1                                                            Functional Integration  1/15/2003  6/30/2004         [*]
Netscape- Home & Real Estate- Real Estate Neighborhoods- Functional
   Integration 2                                                            Functional Integration  1/15/2003  6/30/2004         [*]
Netscape- Home & Real Estate- Real Estate Neighborhoods- Functional
   Integration 3                                                            Functional Integration  1/15/2003  6/30/2004         [*]
Netscape- Home & Real Estate- Real Estate Neighborhoods- Graphic w/ link 1    Graphic with Text     1/15/2003  6/30/2004         [*]
Netscape- Home & Real Estate- Real Estate Neighborhoods- Graphic w/ link 2    Graphic with Text     1/15/2003  6/30/2004         [*]
Netscape- Home & Real Estate- Real Estate Neighborhoods- Graphic w/ link 3    Graphic with Text     1/15/2003  6/30/2004         [*]
Netscape- Home & Real Estate- Real Estate Neighborhoods- Graphic w/ link 4    Graphic with Text     1/15/2003  6/30/2004         [*]
Netscape- Home & Real Estate- Real Estate Neighborhoods- Text Link 1                Text 1          1/15/2003  6/30/2004         [*]
Netscape- Home & Real Estate- Real Estate Neighborhoods- Text Link 2                Text 1          1/15/2003  6/30/2004         [*]
Netscape- Home & Real Estate- Real Estate Neighborhoods- Text Link 3                Text 1          1/15/2003  6/30/2004         [*]
</TABLE>

----------
[*]   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
<PAGE>
<TABLE>
<S>                                                                     <C>                               <C>        <C>         <C>
Netscape- Home & Real Estate- Real Estate Neighborhoods- Text Link 4                      Text 1          1/15/2003  6/30/2004   [*]
Netscape- Home & Real Estate- Real Estate Senior Housing- Anchor Tenant                   Other           6/1/2003   6/30/2004   [*]
Netscape- Home & Real Estate- Real Estate Senior Housing- Functional
   Integration 1                                                                  Functional Integration  6/1/2003   6/30/2004   [*]
Netscape- Home & Real Estate- Real Estate Senior Housing- Functional
   Integration 2                                                                  Functional Integration  6/1/2003   6/30/2004   [*]
Netscape- Home & Real Estate- Real Estate Senior Housing- Functional
   Integration 3                                                                  Functional Integration  6/1/2003   6/30/2004   [*]
Netscape- Home & Real Estate- Real Estate Senior Housing- Graphic
   w/ link 1                                                                        Graphic with Text     6/1/2003   6/30/2004   [*]
Netscape- Home & Real Estate- Real Estate Senior Housing- Graphic
   w/ link 2                                                                        Graphic with Text     6/1/2003   6/30/2004   [*]
Netscape- Home & Real Estate- Real Estate Senior Housing- Graphic
   w/ link 3                                                                        Graphic with Text     6/1/2003   6/30/2004   [*]
Netscape- Home & Real Estate- Real Estate Senior Housing- Text Link 1                     Text 1          6/1/2003   6/30/2004   [*]
Netscape- Home & Real Estate- Real Estate Senior Housing- Text Link 2                     Text 1          6/1/2003   6/30/2004   [*]
Netscape- Home & Real Estate- Real Estate Senior Housing- Text Link 3                     Text 1          6/1/2003   6/30/2004   [*]
Netscape- Home & Real Estate- Real Estate Senior Housing- Text Link 4                     Text 1          6/1/2003   6/30/2004   [*]
Netscape- Money & Business Banking Center- Tool Integration 1                     Functional Integration  1/15/2003  6/30/2004   [*]
Netscape- Money & Business Lending Center- Tool Integration 2                     Functional Integration  1/15/2003  6/30/2004   [*]
====================================================================================================================================
                                                                                              SUB TOTAL                          [*]
====================================================================================================================================
                                                                        INTEGRATED PLACEMENT COMMITMENT                          [*]
</TABLE>

----------
[*]   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
<PAGE>
                                   EXHIBIT A-2
                           MEDIA PLACEMENT COMMITMENT

<TABLE>
<CAPTION>
[*]                                                                                   FLIGHT                              TOTALS
                                                                   COPY SIZE    START         END                    IMPRESSIONS
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>        <C>          <C>                       <C>
AOL CANADA
Canada - House & Home - Home Improvement                            136x27    1/15/2003    6/30/2004                         [*]
Canada - House & Home - Main- Permanent Anchor Tenant               136x27    1/15/2003    6/30/2004                         [*]

AOL SEARCH
apartment (Search Banner)                                           468x60    1/15/2003    6/30/2004                         [*]
apartment finder (Search Banner)                                    468x60    1/15/2003    6/30/2004                         [*]
apartment listing (Search Banner)                                   468x60    1/15/2003    6/30/2004                         [*]
apartment locator (Search Banner)                                   468x60    1/15/2003    6/30/2004                         [*]
apartment rent (Search Banner)                                      468x60    1/15/2003    6/30/2004                         [*]
apartment rental (Search Banner)                                    468x60    1/15/2003    6/30/2004                         [*]
apartment search (Search Banner)                                    468x60    1/15/2003    6/30/2004                         [*]
apartment search (Search Banner)                                    468x60    1/15/2003    6/30/2004                         [*]
apartments (Search Banner)                                          468x60    1/15/2003    6/30/2004                         [*]
appliances (Search Banner)                                          468x60    1/15/2003    6/30/2004                         [*]
banking (Search Banner)                                             468x60    1/15/2003    6/30/2004                         [*]
blueprints (Search Banner)                                          468x60    1/15/2003    6/30/2004                         [*]
builder (Search Banner)                                             468x60    1/15/2003    6/30/2004                         [*]
</TABLE>

----------
[*]   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
<PAGE>
<TABLE>
<S>                                                                 <C>       <C>          <C>                               <C>
builders (Search Banner)                                            468x60    1/15/2003    6/30/2004                         [*]
contractor (Search Banner)                                          468x60    1/15/2003    6/30/2004                         [*]
cooking (Search Banner)                                             468x60    1/15/2003    6/30/2004                         [*]
custom homes (Search Banner)                                        468x60    1/15/2003    6/30/2004                         [*]
decorate (Search Banner)                                            468x60    1/15/2003    6/30/2004                         [*]
decorating (Search Banner)                                          468x60    1/15/2003    6/30/2004                         [*]
finance (Search Banner)                                             468x60    1/15/2003    6/30/2004                         [*]
furniture (Search Banner)                                           468x60    1/15/2003    6/30/2004                         [*]
gardening (Search Banner)                                           468x60    1/15/2003    6/30/2004                         [*]
hardware (Search Banner)                                            468x60    1/15/2003    6/30/2004                         [*]
home builder (Search Banner)                                        468x60    1/15/2003    6/30/2004                         [*]
home builders (Search Banner)                                       468x60    1/15/2003    6/30/2004                         [*]
home buying (Search Banner)                                         468x60    1/15/2003    6/30/2004                         [*]
home decor (Search Banner)                                          468x60    1/15/2003    6/30/2004                         [*]
home decorating (Search Banner)                                     468x60    1/15/2003    6/30/2004                         [*]
home electronics (Search Banner)                                    468x60    1/15/2003    6/30/2004                         [*]
home finance (Search Banner)                                        468x60    1/15/2003    6/30/2004                         [*]
home financing (Search Banner)                                      468x60    1/15/2003    6/30/2004                         [*]
home gardening (Search Banner)                                      468x60    1/15/2003    6/30/2004                         [*]
home improvement (Search Banner)                                    468x60    1/15/2003    6/30/2004                         [*]
</TABLE>

----------
[*]   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
<PAGE>
<TABLE>
<S>                                                                 <C>       <C>          <C>                               <C>
home insurance (Search Banner)                                      468x60    1/15/2003    6/30/2004                         [*]
home listings (Search Banner)                                       468x60    1/15/2003    6/30/2004                         [*]
home listings (Search Banner)                                       468x60    1/15/2003    6/30/2004                         [*]
home loans (Search Banner)                                          468x60    1/15/2003    6/30/2004                         [*]
home maintenance (Search Banner)                                    468x60    1/15/2003    6/30/2004                         [*]
home mortgages (Search Banner)                                      468x60    1/15/2003    6/30/2004                         [*]
home office (Search Banner)                                         468x60    1/15/2003    6/30/2004                         [*]
home plans (Search Banner)                                          468x60    1/15/2003    6/30/2004                         [*]
home remodeling (Search Banner)                                     468x60    1/15/2003    6/30/2004                         [*]
home security (Search Banner)                                       468x60    1/15/2003    6/30/2004                         [*]
home services (Search Banner)                                       468x60    1/15/2003    6/30/2004                         [*]
home tech (Search Banner)                                           468x60    1/15/2003    6/30/2004                         [*]
home theater (Search Banner)                                        468x60    1/15/2003    6/30/2004                         [*]
homes (Search Banner)                                               468x60    1/15/2003    6/30/2004                         [*]
house plans (Search Banner)                                         468x60    1/15/2003    6/30/2004                         [*]
insurance (Search Banner)                                           468x60    1/15/2003    6/30/2004                         [*]
interior design (Search Banner)                                     468x60    1/15/2003    6/30/2004                         [*]
loan rates (Search Banner)                                          468x60    1/15/2003    6/30/2004                         [*]
loans (Search Banner)                                               468x60    1/15/2003    6/30/2004                         [*]
manufactured housing (Search Banner)                                468x60    1/15/2003    6/30/2004                         [*]
</TABLE>

----------
[*]   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
<PAGE>
<TABLE>
<S>                                                                 <C>       <C>          <C>                               <C>
mobile home (Search Banner)                                         468x60    1/15/2003    6/30/2004                         [*]
mobile homes (Search Banner)                                        468x60    1/15/2003    6/30/2004                         [*]
modular homes (Search Banner)                                       468x60    1/15/2003    6/30/2004                         [*]
mortages (Search Banner)                                            468x60    1/15/2003    6/30/2004                         [*]
mortgage (Search Banner)                                            468x60    1/15/2003    6/30/2004                         [*]
mortgage calculator (Search Banner)                                 468x60    1/15/2003    6/30/2004                         [*]
mortgage rates (Search Banner)                                      468x60    1/15/2003    6/30/2004                         [*]
mortgages (Search Banner)                                           468x60    1/15/2003    6/30/2004                         [*]
move (Search Banner)                                                468x60    1/15/2003    6/30/2004                         [*]
moving (Search Banner)                                              468x60    1/15/2003    6/30/2004                         [*]
new home (Search Banner)                                            468x60    1/15/2003    6/30/2004                         [*]
new homes (Search Banner)                                           468x60    1/15/2003    6/30/2004                         [*]
personal finance (Search Banner)                                    468x60    1/15/2003    6/30/2004                         [*]
prefab home (Search Banner)                                         468x60    1/15/2003    6/30/2004                         [*]
real estate (Search Banner)                                         468x60    1/15/2003    6/30/2004                         [*]
realtor (Search Banner)                                             468x60    1/15/2003    6/30/2004                         [*]
refinancing (Search Banner)                                         468x60    1/15/2003    6/30/2004                         [*]
relocation (Search Banner)                                          468x60    1/15/2003    6/30/2004                         [*]
remodeling (Search Banner)                                          468x60    1/15/2003    6/30/2004                         [*]
rentals (Search Banner)                                             468x60    1/15/2003    6/30/2004                         [*]
</TABLE>

----------
[*]   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
<PAGE>
<TABLE>
<S>                                                                 <C>       <C>          <C>                               <C>
tax (Search Banner)                                                 468x60    1/15/2003    6/30/2004                         [*]
tools (Search Banner)                                               468x60    1/15/2003    6/30/2004                         [*]
vacation homes (Search Banner)                                      468x60    1/15/2003    6/30/2004                         [*]

AOL SERVICE
AOLTW Home & Interest Network - AOL                                 (MULTI)   1/15/2003    6/30/2004                         [*]
Run of House & Home {5100000570}                                    (MULTI)   1/15/2003    6/30/2004                         [*]
Run of Parenting Channel {5100009326}                               (MULTI)   1/15/2003    6/30/2004                         [*]

COASTAL LIVING
Run of CoastalLiving.com (468x60)                                   468x60    1/15/2003    6/30/2004                         [*]

COMPUSERVE
Run of Home & Family 468x60 {5100011080}                            468x60    1/15/2003    6/30/2004                         [*]

FORTUNE
FORTUNE - Run of Fortune.com (Top468x60)                            468x60    1/15/2003    6/30/2004                         [*]

PARENTING.COM
Run of Parenting.com (All)                                          (MULTI)   1/15/2003    6/30/2004                         [*]

REAL SIMPLE
Run of RealSimple.com - All art sizes                               (MULTI)   1/15/2003    6/30/2004                         [*]

SOUTHERN LIVING
Homes - SouthernLiving.com - Top (468x60)                           468x60    1/15/2003    6/30/2004                         [*]
Run of SouthernLiving.com (120x240)                                 120x240   1/15/2003    6/30/2004                         [*]
Run of SouthernLiving.com (468x60)                                  468x60    1/15/2003    6/30/2004                         [*]

SUNSET
Run of Sunset.com - Homes (120x60)                                  120x60    1/15/2003    6/30/2004                         [*]

Run of Sunset.com (468x60)                                          468x60    1/15/2003    6/30/2004                         [*]
================================================================================================================================
                                                         SUB TOTAL                                                           [*]
</TABLE>

----------
[*]   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
<PAGE>
<TABLE>
<CAPTION>
[*]                                                                                      FLIGHT                             TOTALS
                                                                     COPY SIZE     START         END                   IMPRESSIONS
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>        <C>         <C>          <C>                      <C>
AOL CANADA
Canada - Finance - Main Page                                          234x60     1/15/2003    6/30/2004                        [*]
Canada - Finance - Real Estate Centre- Permanent
   Sponsor                                                            120x60     1/15/2003    6/30/2004                        [*]
AOL LOCAL
AOL Local - Run of Real Estate (120x60)                               120x60     1/15/2003    6/30/2004                        [*]
Run of Real Estate - AOL Local - (234x60)                             234x60     1/15/2003    6/30/2004                        [*]
AOL SERVICE
Run of Research & Learn 2 {5100035876}                                234x60     1/15/2003    6/30/2004                        [*]

CNNMONEY.COM
Personal Finance - CNNMoney.com - Money 101 - Buying
    A Home (Lesson) - Text 3 (150x10)                                 150x10     1/15/2003    6/30/2004                        [*]
Personal Finance - CNNMoney.com - Your Home - Real
   Estate Calculators (468x60)                                        468x60     1/15/2003    6/30/2004                        [*]
Personal Finance - CNNMoney.com - Your Home (160x600)                 160x600    1/15/2003    6/30/2004                        [*]
==================================================================================================================================
                                                          SUB TOTAL                                                            [*]
</TABLE>

----------
[*]   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
<PAGE>
<TABLE>
<CAPTION>
[*]                                                                                   FLIGHT                                TOTALS
                                                                   COPY SIZE    START         END                      IMPRESSIONS
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                <C>          <C>                         <C>
AOL CANADA
Canada - Local Guide - Main                                         234x60    1/15/2003    6/30/2004                           [*]
Canada - Local Guide - Main- Permanent Anchor                       136x27    1/15/2003    6/30/2004                           [*]
Canada - Mail in Box                                                234x60    1/15/2003    6/30/2004                           [*]

AOL LOCAL
Run of Health - AOL Local - (234x60)                                234x60    1/15/2003    6/30/2004                           [*]

Run of Mains - AOL Local - (234x60)                                 234x60    1/15/2003    6/30/2004                           [*]

CLASSIFIEDS
ClassifiedPlus - General Home & Garden Package
   {5100010773}                                                     234x60    1/15/2003    6/30/2004                           [*]
ClassifiedPlus - Real Estate Home Sales Package
   {5100010848}                                                     234x60    1/15/2003    6/30/2004                           [*]
ClassifiedPlus - Real Estate Main and Services
   Package {5100010850}                                             234x60    1/15/2003    6/30/2004                           [*]

CNNMONEY.COM
Run of CNNMoney.com (7) (468x60)                                    468x60    1/15/2003    6/30/2004                           [*]

INTERNATIONAL
Canada - AOL Anywhere - Home Page (Web)                             120x60    1/15/2003    6/30/2004                           [*]
Canada - Netscape - Main Page                                       120x60    1/15/2003    6/30/2004                           [*]
Canada - Netscape - Main Page                                       234x60    1/15/2003    6/30/2004                           [*]
Canada - Time - Time Main Page                                      468x60    1/15/2003    6/30/2004                           [*]
Canada - Time - Time Main Page                                      120x60    1/15/2003    6/30/2004                           [*]

NETSCAPE
AOLTW Personal Finance Network - Netscape                           (MULTI)   1/15/2003    6/30/2004                           [*]
Run of Money - NET Network (468x60)                                 468x60    1/15/2003    6/30/2004                           [*]
EBAY
Ebay - AOL - Run of Home & Garden Department                        468x60    1/15/2003    6/30/2004                           [*]
eBay - AOL - Run of Real Estate Department                          468x60    1/15/2003    6/30/2004                           [*]
eBay - CSI - Run of Home & Garden Main                              468x60    1/15/2003    6/30/2004                           [*]
eBay - NET - Run of Home & Garden Department                        468x60    1/15/2003    6/30/2004                           [*]
eBay - Public - Category Browse - Run of Home &
       Garden                                                       468x60    1/15/2003    6/30/2004                           [*]
eBay - Public - Category Browse - Run of Real Estate                468x60    1/15/2003    6/30/2004                           [*]
eBay - PUBLIC - Run of Home and Garden Search Terms                 468x60    1/15/2003    6/30/2004                           [*]
eBay - Public - Themes - Home Interiors                             120x60    1/15/2003    6/30/2004                           [*]
==================================================================================================================================
                                                           SUB TOTAL                                                           [*]
</TABLE>

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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.


                                                                    CONFIDENTIAL
<PAGE>
<TABLE>
<CAPTION>
[*]                                                                                  FLIGHT                                 TOTALS
                                                                   COPY SIZE    START         END                      IMPRESSIONS
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>        <C>        <C>          <C>                         <C>
AOL LOCAL
Run of Personal Finance - AOL Local                                 234x60    1/15/2003    6/30/2004                           [*]

AOL SERVICE
Run of Career's and Work Channel {5100001077}                       234x60    1/15/2003    6/30/2004                           [*]
Run of Personal Finance (AOL) (Financial)                           234x60    1/15/2003    6/30/2004                           [*]

CNN.COM
Run of CNN.com (1) (468x60)                                         468x60    1/15/2003    6/30/2004                           [*]

COMPUSERVE
Run of Business & Professional 120x60 {5100012753}                  120x60    1/15/2003    6/30/2004                           [*]
Run of Personal Finance - CSI (468x60)
   (Non Financial)                                                  468x60    1/15/2003    6/30/2004                           [*]

MAPQUEST
MapQuest - Q&R - Non Specific Target (120x240 and
   160x600)                                                         120x240   1/15/2003    6/30/2004                           [*]
==================================================================================================================================
                                                        SUB TOTAL                                                              [*]
</TABLE>

----------
[*]   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
<PAGE>
<TABLE>
<CAPTION>
[*]                                                                                   FLIGHT                              TOTALS
                                                                  COPY SIZE     START         END                      IMPRESSIONS
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>        <C>         <C>          <C>                         <C>
AOL ANYWHERE
AOL.com - Webmail Read Mail                                         234x60    1/15/2003    6/30/2004                           [*]

AOL LOCAL
Run of Other Markets (Yourtown)                                     234x60    1/15/2003    6/30/2004                           [*]

AOL SEARCH
Search Term General Rotation (ICQ, CSI, NET)
   {5100034951}                                                     468x60    1/15/2003    6/30/2004                           [*]

AOL SERVICE
Run of AOL Network {5100494563}                                     (MULTI)   1/15/2003    6/30/2004                           [*]

COMPUSERVE
Run of Compuserve {5100496125}                                      (MULTI)   1/15/2003    6/30/2004                           [*]

NETSCAPE
Run of NET Network (120x240)                                        120x240   1/15/2003    6/30/2004                           [*]
Run of NET Network (468x60)                                         468x60    1/15/2003    6/30/2004                           [*]
==================================================================================================================================
                                                       SUB TOTAL                                                               [*]
</TABLE>

----------
[*]   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
<PAGE>
<TABLE>
<CAPTION>
[*]                                                                                    FLIGHT                            TOTALS
                                                                   COPY SIZE    START         END                      IMPRESSIONS
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>       <C>         <C>          <C>                        <C>
AIM - Buddy List - MAC - Top (120x60)                               120x60     1/15/2003    6/30/2004                          [*]
AIM - Buddy List - Top (120x60)                                     120x60     1/15/2003    6/30/2004                          [*]
==================================================================================================================================
                                                         SUB TOTAL                                                             [*]

                                        MEDIA PLACEMENT COMMITMENT                                                             [*]

==================================================================================================================================

16. TOTAL IMPRESSIONS COMMITMENT FROM INTEGRATED PLACEMENT COMMITMENT AND MEDIA PLACEMENT COMMITMENT                           [*]

</TABLE>

With respect to any inventory designated as "EBAY - PUBLIC" (or similar
designation of inventory on the publicly available version of EBay, Inc.'s
primary interactive site), this Insertion Order incorporates by reference the
EBay terms and conditions (the "EBay Ad Terms") which provide, among other
things, that EBay is an express third party beneficiary of this Insertion Order.
The EBay Ad Terms appear at keyword "EBay Ad Terms 1" on the U.S.-based America
Online brand service and at "http://mediaspace.aol.com/ebayadterms1.html." A
hard copy of the EBay terms and will be provided to Advertiser upon request.
Advertiser acknowledges that it has been provided an opportunity to review the
EBay Ad Terms and agrees to be bound by them.

----------
[*]   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
<PAGE>

                                    EXHIBIT B
                                   DEFINITIONS


DEFINITIONS. The following definitions shall apply to this Agreement:

AD SERVED IMPRESSIONS. As defined in Section 6.5.1 of the Agreement.

ADVERTISEMENTS. Promotions, advertisements, links, pointers, sponsorships, and
similar services or rights.

ADVERTISEMENTS REVENUE. The aggregate amount of all cash collected from third
parties by AOL or its agents, recognized as revenue under generally accepted
accounting principles arising from the license or sale of Advertisements on the
AOL Properties, as the case may be, less applicable Advertising Sales
Commissions and net of any cancellations. Advertising Revenues shall not include
HS Professional Fees or AOL Subscription Fees. HS and AOL agree that: (a) with
respect to the Home Channel, the fair market value of barter received by a Party
or its agents in any calendar quarter from third parties other than Affiliates
from the license or sale of Advertisements shall also be included in Advertising
Revenues, but only to the extent that the fair market value of such barter
received by such Party or its agents from all such third parties other than
Affiliates in any period of measurement exceeds in the aggregate fifteen percent
(15%) of the aggregate amount of all the value (including cash and the fair
market value of barter) received by such Party or its agents during such period
of measurement from the license or sale of such Advertisements; and (b) outside
of the Home Channel on the AOL Properties, the fair market value of barter shall
not be included in Advertising Revenues; however, if HS feels that AOL is
abusing barter in HS Service related areas outside of the Home Channel and as a
result is depriving HS of a meaningful revenue source hereunder, then HS shall
have the right to raise the issue to the Management Committee for resolution as
provided in Section VII of Exhibit D.

ADVERTISING SALES COMMISSIONS. (i) Actual amounts paid as commission to third
party agencies by either buyer or seller in connection with sale of the
Advertisement or (ii) [*]%, in the event the Party has sold the Advertisement
directly and will not be deducting any third party agency commissions.

AFFILIATE. With respect to any Person any agent, distributor or franchisee of
such Person, or an entity that, directly or indirectly, controls, is controlled
by, or is under common control with such Person, including any entity in which
such Person holds, directly or indirectly, at least a nineteen percent (19%)
equity interest, except that with respect to the provisions of Section 1.4.4 and
Article 5 of the body of this Agreement the required equity interest shall be at
least fifty percent (50%).

AGREEMENT. As defined in the introductory paragraph of the Agreement.

AIM. As defined in Section 2.5.1 of the Agreement.

AOL. As defined in the introductory paragraph of the Agreement.

AOL.COM. AOL's standard narrowband version of the primary Internet-based
Interactive Site marketed under the "AOL.com(SM)" brand, regardless of whether
users access such standard narrowband version of such primary Internet-based
Interactive Site by narrowband, DSL, cablemodem or other high speed or broadband
access medium, specifically excluding (a) the AOL Service, (b) any international
versions of such site, (c) CompuServe.com, Netscape.com, any other CompuServe or
Netscape products or services or interactive sites, (d) "ICQ(SM)," "AOL Search,"
"AOL Instant Messenger(SM)," "AOL NetMail(SM)" or any similar independent
product or service offered by or through such site or any other AOL Interactive
Site, (e) any programming or Content area offered by or through such site over
which AOL does not exercise complete operational control (including, without
limitation, Content areas controlled by other parties and member-created Content
areas), (f) any programming or Content area offered by or


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

                                                                    CONFIDENTIAL
<PAGE>
through the U.S. version of the America Online brand service which was operated,
maintained or controlled by the former AOL Studios division, (g) any yellow
pages, white pages, classifieds or other search, directory or review services or
Content offered by or through such site or any other AOL Interactive Site, (h)
any property, feature, product or service which AOL or its Affiliates may
acquire subsequent to the Effective Date and (i) any other version of an America
Online Interactive Site which is materially different from AOL's primary
Internet-based Interactive Site marketed under the "AOL.COM" brand, by virtue of
its branding, distribution, functionality, Content or services, including,
without limitation, any co-branded versions and any version distributed through
any broadband distribution platform or through any platform or device other than
a desktop personal computer.

AOL BROADBAND. The specific Content and functionality which is available through
the U.S. version of the America Online brand service and which is accessible
solely through a high speed (generally over 100 kbps) broadband distribution
platform, specifically excluding (a) the components of the AOL Service
accessible through narrowband distribution platforms, (b) AOL.com, any AOL
Interactive Site and the international versions of an America Online service
(e.g., AOL Japan) and any broadband component available through such AOL
Properties and versions (c) the CompuServe brand service and any other
CompuServe products or services whether broadband or narrowband, (d)
Netscape.com and any other Netscape products or services whether broadband or
narrowband, (e) "ICQ" "AOL NetFind," "AOL Instant Messenger," "Digital City"
"NetMail," "Real Fans", "Love@AOL", "Entertainment Asylum," "AOL Hometown" or
any similar independent product, service or property which may be offered by,
through or with the U.S. version of the America Online brand service or the
broadband component thereof, (f) any programming or content area offered by or
through the U.S. version of the America Online brand service over which AOL does
not exercise complete operational control (including, without limitation,
Content areas controlled by other parties and member-created Content areas),
whether broadband or narrowband, (g) any yellow pages, white pages, classifieds
or other search, directory or review services or Content offered by or through
the U.S. version of the America Online brand service whether broadband or
narrowband, (h) any property, feature, product or service which AOL or its
Affiliates may acquire subsequent to the date of this Agreement and (i) any
other version of an America Online service (and broadband Content associated
therewith) which is materially different from the narrow-band U.S. version of
the America Online brand service, by virtue of its branding, distribution,
functionality, Content or services, including, without limitation, any
co-branded version of the service and any version distributed through any
platform or device other than a desktop personal computer.

AOL CANADA. The standard narrow-band Canadian version of the America Online(R)
brand service regardless of whether users access such standard narrowband
service by narrowband, DSL, cablemodem or other high-speed or broadband access
medium, specifically excluding (a) AOL.com and any other AOL Interactive Site(b)
other international versions of an America Online service (e.g., AOL Japan), (c)
the CompuServe(R) brand service and any other CompuServe products or services,
(d) Netscape Netcenter(TM) and any other Netscape(R) products or services, (e)
"ICQ(SM)," "AOL Search," "AOL Instant Messenger(SM)," "Digital City(SM)," "AOL
NetMail(SM)," "Real Fans(SM)", "Love@AOL(SM)", "Entertainment Asylum(SM)," "AOL
Hometown(SM)" or any similar independent product, service or property which may
be offered by, through or with the Canadian version of the America Online(R)
brand service, (f) any programming or content area offered by or through the
Canadian version of the America Online(R) brand service over which AOL does not
exercise complete operational control (including, without limitation, Content
areas controlled by other parties and member-created Content areas), (g) any
yellow pages, white pages, classifieds or other search, directory or review
services or Content offered by or through the Canadian. version of the America
Online(R) brand service, (h) any property, feature, product or service which AOL
or its Affiliates may acquire subsequent to the Effective Date and (i) any other
version of an America Online service which is materially different from the
standard narrow-band Canadian version of the America Online brand service, by
virtue of its branding, distribution, functionality, Content or services,
including, without limitation, any co-branded version of the service and any
version


                                  2                                 CONFIDENTIAL
<PAGE>
distributed through any platform or device other than a desktop personal
computer or, except as expressly provided above, through any broadband
distribution platform.

AOL INTERACTIVE SITE. Any interactive site which is managed, maintained, owned
or controlled by AOL or its agents.

AOL LIST. As defined in Section 6.4 of the Agreement.

AOL LOOK AND FEEL. The elements of graphics, design, organization, presentation,
layout, user interface, navigation, trade dress and stylistic convention
(including the digital implementations thereof) within the AOL Network and the
total appearance and impression substantially formed by the combination,
coordination and interaction of these elements.

AOL NETWORK. (i) The AOL Service, AOL Broadband, AOL.com, the CompuServe
Service, Digital City and Netscape.com and (ii) any other product, service or
property owned, operated, distributed or authorized to be distributed by or
through AOL or its Affiliates worldwide (and including those products, services
and properties that are excluded from the definitions of the AOL Service,
AOL.com or any other AOL Property). It is understood and agreed that the rights
of HS relate solely to particular AOL Properties as expressly set forth in this
Agreement and not generally to the AOL Network.

AOL PROPERTIES. The AOL Service, AOL Broadband, AOL.com, the Compuserve Service,
Netscape.com, Digital City, and AOL Canada.

AOL PURCHASER. In the case of the Customized Sites, (i) any AOL User who enters
the Customized Sites from the AOL Properties and generates Transaction Revenues
from the purchase of Products on the Customized Sites, (ii) any AOL User who
generates Transaction Revenues from any other electronic means through a
promotion directed at AOL Users (e.g., e-mail offers), or (iii) any AOL User who
generates Transaction Revenues from an "offline" means (e.g. toll-free number)
for receiving orders related to specific offers within the Customized Sites
requiring purchasers to reference a specific promotional identifier or tracking
code, including, without limitation, products sold through surcharged downloads
(to the extent expressly permitted hereunder). In the case of the AOL
Properties, (i) any AOL User who enters the AOL Properties and generates
Transaction Revenues thereon from the purchase of Products within any HS
Service, (ii) any AOL User who generates Transaction Revenues from any other
electronic means through a promotion directly relating to Products within any HS
Service, or (iii) any AOL User who generates Transaction Revenues from an
"offline" means (e.g. toll-free number) for receiving orders related to specific
offers within the AOL Properties directly relating to Products within any HS
Service requiring purchasers to reference a specific promotional identifier or
tracking code, including, without limitation, products sold through surcharged
downloads.

AOL SERVICE. The standard narrow-band U.S. version of the America Online(R)
brand service regardless of whether users access such standard narrowband
version of such service by narrowband, DSL, cable modem or other high-speed or
broadband access medium, specifically excluding (a) AOL.com(SM) and any other
AOL Interactive Site, (b) the international versions of an America Online
service (e.g., AOL Japan), (c) the CompuServe(R) brand service and any other
CompuServe products or services, (d) Netscape.com and any other Netscape(R)
products or services, (e) "ICQ(SM)," "AOL Search," "AOL Instant Messenger(SM),"
"Digital City(SM)," "AOL NetMail(SM)," "Real Fans(SM)", "Love@AOL(SM)",
"Entertainment Asylum(SM)," "AOL Hometown(SM)" or any similar independent
product, service or property which may be offered by, through or with the U.S.
version of the America Online(R) brand service, (f) any programming or content
area offered by or through the U.S. version of the America Online(R) brand
service over which AOL does not exercise complete operational control
(including, without limitation, Content areas controlled by other parties and
member-created Content areas), (g) any yellow pages, white pages, classifieds or
other search, directory or review services or Content offered by or through the
U.S. version of the America Online(R) brand service, (h) any property, feature,
product or service which AOL or its Affiliates may acquire subsequent to the
Effective Date and (i) any other version of an America Online service which is
materially different


                                  3                                 CONFIDENTIAL
<PAGE>
from the standard narrow-band U.S. version of the America Online brand service,
by virtue of its branding, distribution, functionality, Content or services,
including, without limitation, any co-branded version of the service and any
version distributed through any platform or device other than a desktop personal
computer or, except as expressly provided above, through any broadband
distribution platform.

AOL SUBSCRIPTION FEES. Any subscription, licensing or other fees for use of the
products, services and properties included within the definition of the AOL
Network (i.e., the subscription fees for the AOL Service).

AOL TOOLS. As defined in Section 2.5.1 of the Agreement.

AOL USER. Any user of the AOL Network, including authorized users (including any
sub-accounts under an authorized master account) of the AOL Service and/or the
CompuServe Service.

AOL VISITOR. Any Person who enters the Customized Site or the Customized
Programming from the AOL Network including, without limitation, from any third
party area therein (to the extent entry from such third party area is traceable
through both Parties' commercially reasonable efforts), (regardless of whether
such Person provides an e-mail address during registration or entrance to the
Customized Site which includes a domain other than an "AOL.com" domain); and
(ii) any other Person who, when purchasing a product, good or service through an
HS Interactive Site, provides an AOL.com domain name or a CompuServe.com domain
name as part of such Person's e-mail address.

CARRIAGE PLAN. As defined in Section 1.1 of the Agreement.

CATEGORY SHARE. As defined in Section 6.3 of the Agreement.

CHANGE OF CONTROL. (a) The consummation of a reorganization, merger or
consolidation or sale or other disposition of substantially all of the assets of
a Party (a "FUNDAMENTAL TRANSACTION"), other than a Fundamental Transaction
which would result in the holders of the Party's voting securities outstanding
immediately before the Fundamental Transaction continuing after the Fundamental
Transaction to own more than 50% of the outstanding voting securities of (A) the
Company, (B) the surviving entity in the Fundamental Transaction, or (C) in the
case of a division, each entity resulting from the division; or (b) the
acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under such
Act) of more than 50% of either (i) the then outstanding shares of common stock
of such party; or (ii) the combined voting power of the then outstanding voting
securities of such party entitled to vote generally in the election of
directors.

CLASSIFIEDS. As defined in Section 5.1.2 of the Agreement.

COMPUSERVE SERVICE. The standard HTML version of the narrow-band U.S. version of
the CompuServe brand service, regardless of whether users access such standard
narrowband service by narrowband, DSL, cable modem or other high-speed or
broadband access medium, specifically excluding (a) any international versions
of such service (e.g., NiftyServe), (b) any web-based service including
"compuserve.com", "cserve.com" and "cs.com", or any similar product or service
offered by or through the U.S. version of the CompuServe brand service, (c)
Content areas owned, maintained or controlled by CompuServe Affiliates or any
similar "sub-service," (d) any programming or Content area offered by or through
the U.S. version of the CompuServe brand service over which CompuServe does not
exercise complete or substantially complete operational control (e.g.,
third-party Content areas), (e) any yellow pages, white pages, classifieds or
other search, directory or review services or Content (f) any co-branded or
private label branded version of the U.S. version of the CompuServe brand
service, (g) any version of the U.S. version of the CompuServe brand service
which offers Content, distribution, services or functionality materially
different from the Content, distribution, services or functionality associated
with the standard, narrow-band U.S. version of the CompuServe brand service,
including, without limitation, any version of such service distributed through
any platform or device other than a desktop personal computer, (h) any property,
feature, product or service which


                                  4                                 CONFIDENTIAL
<PAGE>
CompuServe or its Affiliates may acquire subsequent to the Effective Date, (i)
the America Online brand service and any independent product or service which
may be offered by, through or with the U.S. version of the America Online brand
service and (j) the HMI versions of the CompuServe brand service.

CONFIDENTIAL INFORMATION. Any information relating to or disclosed in the course
of this Agreement, which is, or should be reasonably understood to be,
confidential or proprietary to the disclosing Party, including, but not limited
to, the material terms of this Agreement, information about AOL Users, technical
processes and formulas, source codes, product designs, sales, cost and other
unpublished financial information, product and business plans, projections and
marketing data. "Confidential Information" shall not include information (a)
already lawfully known to or independently developed by the receiving Party, (b)
disclosed in published materials, (c) generally known to the public through no
fault of the disclosing Party, or (d) lawfully obtained from any third party.

CONTENT. Text, images, video, audio (including, without limitation, music used
in time relation with text, images, or video), and other data, products,
services, Advertisements, promotions, URLs, keywords and other navigational
elements, links, pointers, technology and software.

CPM. Cost per one thousand Impressions.

CREDIT REPORTS. A report aggregating and detailing consumer credit information
from one or more of the following credit agencies: Experian, Equifax and
TransUnion. Products included, without limitation, 3 bureau credit report, 3
bureau credit score, and credit monitoring.

CRIME REPORTS. Reports detailing crime statistics for a particular geographic
area, including, without limitation, violent crime, aggravated assault, murder,
and robbery.

CUSTOMIZED PROGRAMMING. Any (a) areas within the AOL Network or outside the AOL
Network but exclusively available to AOL Users and all Licensed Content thereon,
to the extent such area is developed, programmed, and/or managed by HS or its
Affiliates or their respective agents pursuant to this Agreement (including,
without limitation, message boards, chat and other AOL User-supplied content
areas contained therein and including any sites or areas linked thereto)
including, without limitation, any co-branded site or page, but excluding the
Customized Site and (b) Licensed Content provided to AOL by HS or its Affiliates
or their respective agents pursuant to this Agreement and used by AOL in
accordance with this Agreement for distribution on or through the AOL Network
other than on the Customized Site.

CUSTOMIZED SITES. Collectively, each version of the Generally Available Sites
that is customized for distribution through the AOL Network in accordance with
this Agreement.

DESIGNATED PRODUCTS. Credit Reports and Property Reports.

DIGITAL CITY. The standard, narrow-band U.S. version of DCI's local content
offerings marketed under the Digital City brand name, regardless of whether
users access such standard, narrowband version of such local content offerings
by narrowband, DSL, cablemodem or other high-speed or broadband access medium,
specifically excluding (a) the AOL Service, AOL.com or any other AOL Interactive
Site, (b) any international versions of such local content offerings, (c) the
CompuServe brand service and any other CompuServe products or services (d)
"Driveway," "ICQ," "AOL Search," "AOL Instant Messenger," "Digital City," "AOL
NetMail," "Electra", "Thrive", "Real Fans", "Love@AOL", "Entertainment Asylum,"
"AOL Hometown," "My News" or any similar independent product, service or
property which may be offered by, through or with the standard narrow band
version of DCI's local content offerings, (e) any programming or Content area
offered by or through such local content offerings over which AOL does not
exercise complete operational control (including, without limitation, Content
areas controlled by other parties and member-created Content areas), (f) any
yellow pages, white pages, classifieds or other search, directory or review
services or Content offered by or through such local content offerings, (g) any
property, feature, product or service which AOL or its Affiliates may acquire
subsequent to the Effective Date, (h) any other version of a DCI local content
offering which is materially different from the narrow-band U.S. version of
DCI's local


                                  5                                 CONFIDENTIAL
<PAGE>
content offerings marketed under the Digital City brand name, by virtue of its
branding, distribution, functionality, Content or services, including, without
limitation, any co-branded version of the offerings and any version distributed
through any broadband distribution platform or through any platform or device
other than a desktop personal computer, and (i) Digital City-branded offerings
in any local area where such offerings are not owned or operationally controlled
by AOL, Inc. or DCI (e.g., Chicago, Orlando, South Florida, and Hampton Roads).

EFFECTIVE DATE. As defined in the introductory paragraph of the Agreement.

EXISTING AGREEMENT. As defined in the Introduction of the Agreement.

FSBOS. As defined in Section 5.1.2 of the Agreement.

FUNDAMENTAL TRANSACTION. As defined in the definition of "Change of Control."

GENERALLY AVAILABLE SITES. The Internet sites and Content, currently located at
the following URLs and all related URLs and any successors thereto containing HS
Services, which are owned or operated by HS or its Affiliates or their
respective agents or to which HS or its Affiliates or their respective agents
licenses information, content or other materials:

http://www.homestore.com
http://www.realtor.com
http://www.homebuilder.com
http://www.springstreet.com
http://www.remodel.com
http://www.homefair.com
http://www.manufacturedhousing.com
http://www.homeplans.com
http://www.homestyle.com
http://www.rent.net
http://www.rentnet.com
http://www.move.com
http://www.seniorhousing.net

HOME CHANNEL. As defined in Section 1.1 of the Agreement.

HS. As defined in the introductory paragraph of the Agreement.

HS APPLIANCES. The aggregation of service provider directories (consisting of
listings) and Content directly related to assisting persons select, purchase,
install and/or maintain appliances in their homes, including, without
limitation, kitchen appliances, washer and dryer appliances, heating and cooling
appliances in an online database searchable by such prospective persons.

HS APARTMENTS LISTINGS SERVICES. The aggregation of nation-wide real property
listings from third party content providers for residential Rental Properties
and short term corporate housing (excluding vacation and time-share properties)
in an online database searchable by prospective home renters. HS Apartments
Listings does not include any listings or other Content encompassed within any
other HS Service.

HS HOME DECORATING. The aggregation of service provider directories (consisting
of listings) and Content directly related to assisting persons to plan,
understand, and undertake home decorating projects, including, without
limitation, color choice, paint choice, painting techniques, room design, feng
shui, and furniture arrangement.

HS EXCLUSIVE SERVICES. HS Apartments Listings Services, HS Home Listings
Services, and HS Senior Listings Services.

HS HARDWARE. The aggregation of third-party Content directly related to
assisting persons to select and purchase the proper hand and power tools
necessary for projects for their homes.

HS HOME LISTINGS SERVICE. The aggregation of nation-wide property listings from
the multiple listings service and other third party content providers for new
and/or existing homes (including manufactured housing (i.e., mobile homes)) and
vacation homes for sale (not rental) but excluding time-share properties) in an
online database searchable by prospective home buyers and the aggregation of
listings for realtors and home builders in an online searchable database. HS
Home Listings Service does not include: (i) listings for any other form of real
estate other than new and existing homes (including, without limitation, Rental
Properties or commercial real estate), (ii) any home listings posted online by
AOL Users other than an AOL User which aggregates for sale


                                  6                                 CONFIDENTIAL
<PAGE>
by owner listings as its primary business, and (iii) any listings or other
Content encompassed within any other HS Service.

HS HOME FINANCE. Fee-based services directly related to (a) the origination of
first mortgages and second or other subordinate mortgages, home improvement
loans, home equity loans, and (b) the other fee-based services included on the
HUD-1 form (e.g., appraisals, credit reports, flood certifications and title
reports).

HS HOME OFFICE. The aggregation of service provider directories (consisting of
listings) and Content directly related to home office design.

HS HOME SECURITY. The aggregation of service provider directories (consisting of
listings) and Content directly related to assisting persons in securing their
homes from intrusion by third parties, including, without limitation, alarm
systems, and similar technology based solutions.

HS HOME SERVICES. The aggregation of home service provider directories
(consisting of listings) related to assisting persons in hiring third party
contractors for services directly related to the maintenance and improvement of
the physical systems and structures of their homes such as, without limitation,
architects, electricians, plumbers, roofers, cleaners and carpenters. HS Home
Services does not include any listings or other Content encompassed within any
other HS Service.

HS HOME TECHNOLOGY. The aggregation of service provider directories (consisting
of listings) and Content directly related to assisting persons select, purchase
and/or install technology solutions in their homes to make a home more
efficient, easier to manage or safer, including, without limitation, lighting
products and services, heating and cooling technology, but excluding
telecommunications and Internet access related services.

HS LAWN & GARDEN. The aggregation of service provider directories (consisting of
listings) and Content directly related to assisting persons to design, grow
and/or maintain their lawns, gardens, and landscapes, including, without
limitation, gardening and landscape services, gardening supplies, seeds and
plants.

HS LIST. As defined in Section 6.4 of the Agreement.

HS LOOK AND FEEL. The elements of graphics, design, organization, presentation,
layout, user interface, navigation, trade dress and stylistic convention
(including the digital implementations thereof) within the HS Interactive Sites
and the total appearance and impression substantially formed by the combination,
coordination and interaction of these elements.

HS MOVING SERVICES. The aggregation of moving service provider directories,
together with transactions for related products and services and related
Content, all directly related to assisting persons move from one home to
another, including, without limitation, national and regional packing and moving
services, van lines, movers and truck rentals. HS Moving Services does not
include any listings or other Content encompassed within any other HS Service.

HS PRESENCE. Any (a) HS trademark or logo, (b) headline or picture from HS
Content, (c) teaser, icon, or link to the Customized Site or Customized
Programming and/or (d) other Content which originates from, describes or
promotes HS or HS' Content.

HS PRODUCT. Any product, good or service which HS (or others acting on its
behalf or as distributors) offers, sells, provides, distributes or licenses to
users of the Generally Available Sites.

HS PROFESSIONAL FEES. The aggregate amounts collected by HS and its agents from
third party professionals for the provision of web site development and hosting
services.

HS PROPERTIES. The Customized Sites and the Generally Available Sites.

HS SENIOR LISTINGS SERVICES. The aggregation of service provider directories
(consisting of listings) and Content directly related to assisting senior
citizens in finding housing providing long term care and/or meeting other
retirement needs.

HS SERVICES. HS Home Listings Service, HS Apartments Listings Services, HS
Senior Listings Services, HS Home Decorating, HS Home


                                  7                                 CONFIDENTIAL
<PAGE>
Finance, HS Home Office, HS Home Security, HS Home Services, HS Home Technology,
HS Lawn & Garden, HS Appliances, HS Hardware, and HS Moving Services.

IMPRESSION. User exposure to a page or screen containing an HS Presence, as such
exposure may be reasonably determined and measured by AOL in accordance with its
standard methodologies and protocols consistent with generally accepted
standards. Each HS Presence on any such page or screen will count as a separate
Impression.

INTEGRATED PLACEMENT COMMITMENT. As defined in Section 1.2 of the Agreement.

INTERACTIVE SERVICE. An entity offering one or more of the following: (i) online
or Internet connectivity services (e.g., an Internet service provider); (ii) an
interactive site or service featuring a broad selection of aggregated third
party interactive content (e.g., Yahoo, Alta Vista, Lycos), or navigation
thereto (e.g. Google) ; or (iii) communications software capable of serving as
the principal means through which a user creates, sends or receives electronic
mail or real time online messages.

KEY INDICATORS. As defined in Section 5.2.1 of the Agreement.

KEYWORD SEARCH TERMS. (a) The Keyword online search terms made available on the
AOL Service, combining AOL's Keyword online search modifier with a term or
phrase specifically related to HS (and determined in accordance with the terms
of this Agreement) and (b) the Go Word online search terms made available on the
CompuServe Service, combining CompuServe's Go Word online search modifier with a
term or phrase specifically related to HS (and determined in accordance with the
terms of this Agreement). Keyword Search Terms provided to HS are set forth in
the Programming Plan attached as Exhibit C to the Agreement.

LAUNCH DATE. As defined in Section 1.1 of the Agreement.

LICENSED CONTENT. All Content provided by or on behalf of HS or its Affiliates
and/or their respective agents to AOL, its Affiliates and/or their respective
agents pursuant to this Agreement (e.g., offline promotional content or online
Content for distribution through the AOL Network), including without limitation
all Customized Programming.

LOC TERMINATION. As defined in Section 6.1 of the Agreement.

MATERIAL NON-COMPLIANCE EVENT. As defined in Section 1.7 of the Agreement.

MEDIA PLACEMENT COMMITMENT. As defined in Section 1.2 of the Agreement.

MERRILL LYNCH. As defined in Section 13.1.1 of the Agreement.

NAMED ENTITIES. Each of:

[*]

NEIGHBORHOOD REPORTS. An editorial and statistical report regarding population
and general demographics of a geographic area, including, without limitation,
population, composition, average home price, average home size, home types
available, and urbanization.

NETSCAPE.COM. Netscape Communications Corporation's primary narrowband version
of the Internet-based Interactive Site marketed under the "Netscape Netcenter
SM" brand, regardless of whether users access such standard narrowband version
of such Internet-based Interactive Site by narrowband, DSL, cablemodem or other
high-speed or broadband access medium, specifically excluding (a) the AOL
Service and the CompuServe Service, (b) AOL.com and CompuServe.com, (c) any
international versions of such site, (d) "ICQ," "AOLSearch," "AOL Instant
Messenger," "AOL NetMail," "AOL Hometown," "My News," "Digital City," or any
similar independent product or service offered by or through such site or any
other AOL Interactive Site, (e) any programming or Content area offered by or
through such site over which AOL does not exercise complete operational control
(including, without limitation, Content areas controlled by other parties and
member-created Content areas), (f) any programming or Content area offered by or
through the U.S. version of the America Online brand service which was operated,
maintained or controlled by the former AOL Studios division (e.g., Electra), (g)
any yellow pages, white pages,


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


                                  8                                 CONFIDENTIAL
<PAGE>
classifieds or other search, directory or review services or Content offered by
or through such site or any other AOL Interactive Site, (h) any property,
feature, product or service which AOL or its Affiliates may acquire subsequent
to the Effective Date and (i) any other version of an AOL or Netscape
Communications Corporation Interactive Site which is materially different from
Netscape Communications Corporation's primary Internet-based Interactive Site
marketed under the "Netscape Netcenter TM" brand, by virtue of its branding,
distribution, functionality, Content or services, including, without limitation,
any co-branded versions and any version distributed through any broadband
distribution platform or through any platform or device other than a desktop
personal computer (e.g., Custom NetCenters built specifically for third
parties).

NON-AD SERVED IMPRESSIONS. As defined in Section 6.5.2 of the Agreement.

PARTY. As defined in the introductory paragraph of the Agreement.

PERSON. A natural person, a corporation, a partnership, a limited liability
company, a trust, a joint venture, any governmental authority or any other
entity or organization.

PRESS RELEASE. As defined in Section 8 of the Agreement.

PRIOR AGREEMENTS. As defined in Section 11 of the Agreement.

PRODUCT. Any product, good or service which HS or AOL (or others acting on its
behalf or as distributors) offers, sells, provides, distributes or licenses to
AOL Users directly or indirectly through (i) the Customized Site, Customized
Programming or AOL Properties, (ii) any other electronic means directed at AOL
Users (e.g., e-mail offers), or (iii) an "offline" means (e.g., toll-free
number) for receiving orders related to specific offers within the Customized
Site, Customized Programming or AOL Properties requiring purchasers to reference
a specific promotional identifier or tracking code, including, without
limitation, products sold through surcharged downloads (to the extent expressly
permitted hereunder).

PROGRAMMING PLAN. As defined in Section 1.1 of the Agreement.

PROMOTION. The promotions described on Exhibit A and any other promotions
provided by AOL to HS.

PROPERTY REPORTS. A report designed to assist potential buyers/sellers in
valuing a home by detailing relevant information on a subject property,
including, without limitation, physical property information, comparable sales,
School Reports, Crime Reports, Neighborhood Reports, natural hazards and
environmental hazards.

REFERENCE. As defined in Exhibit G of the Agreement.

RENTAL PROPERTIES. A building or buildings owned by the same Person, which
building or buildings contain one or more dwelling units held for rent.

SALES REVENUES. Advertisements Revenues plus Transaction Revenues.

SCHOOL REPORTS. An editorial and statistical report detailing relevant
information on a given school or schools in a given area, including, without
limitation, student population, student teacher ratio, average class size,
graduation rate, and number of computers in class rooms.

SECURITIES PURCHASE AGREEMENT. As defined in Section 11 of the Agreement.

SHOP@AOL. The aggregated shopping services on the AOL Properties (e.g.,
Shop@AOL, the Shopping Channel).

TAXES. As defined in Section 6.12 of the Agreement.

TERM. The period beginning on the Effective Date and ending upon the expiration
or earlier termination of this Agreement, as further defined in Section 7.1 of
the Agreement.

TERM INTEGRATION SHORTFALL. As defined in Section 1.2 of the Agreement.

TERM MEDIA SHORTFALL. As defined in Section 1.2 of the Agreement.


                                  9                                 CONFIDENTIAL
<PAGE>
TRANSACTION REVENUES. The aggregate amount of all cash collected by a Party or
its agents from third parties and recognized as revenue under generally accepted
accounting principles from AOL Purchasers in connection with the sale,
licensing, distribution or provision of any Designated Products, including, in
each case, handling, shipping, service charges, and excluding, in each case, (a)
amounts collected for sales or use taxes or duties and (b) credits and
chargebacks for returned or canceled goods or services, but unreduced by such
Party's and its agents' direct cost of goods sold. Transaction Revenues shall
not include AOL Subscription Fees.


                                 10                                 CONFIDENTIAL

<PAGE>
                                    EXHIBIT C
                                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

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-1 and A-2 shall be contingent on HS
providing the following Content. If any such Content is unavailable, AOL 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 Integrated Placement Commitment and/or Media
Placement Commitment, as applicable, related to the Promotions which were not
displayed.

GENERAL CONTENT & FUNCTIONALITY REQUIREMENTS:
(AOL will provide HS with technical specifications for feeds after the Effective
Date).

REAL ESTATE:  HS will provide the following tools, functionality and Content:

Content, listings, links and backend support for the following widgets on AOL
Service, Netscape and CompuServe:
- Home/apartment search
- Existing/New home search
- Find a lender
- Find a mover
- Apartment search
- Find storage
- Rent calculator
- Neighborhood search
- City or school comparison tool
- Salary calculator
- Senior housing
- Moving checklist
- Mortgage calculator
- Home affordability calculator
- Rent vs. buy calculator
- Credit links

HS will ad serve the following widgets:
- Local featured home on ~3 pages/brand
- Local featured apartment on ~3 pages/brand
- Local featured Realtor on ~3 pages/brand
- Featured new homes~3 pages/brand
- Featured builder~3 pages/brand

HS will provide the following Feeds:

----------
[*]   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
<PAGE>
-        Mortgage rates (Localized & national) for each brand

Logo graphic for sponsorship on all Real Estate main and sub areas

Real Estate/Moving/Home Finance editorial for the AOL Properties:

- Real Estate tools, calculators and decision guides, including, but not limited
  to the following:
  - Home appreciation;
  - Home affordability;
  - Mortgage calculator;
  - Rent vs. buy;
  - City comparison;
  - School comparison;
  - Neighborhood comparison;
  - Find a neighborhood;
  - Home valuation;
  - Closing checklist;
  - Buying guide;
  - Selling guide;
  - Moving checklist;
  - Calculate moving costs;
  - Calculate packing supplies;
  - Rent calculator;
  - Crime report; and
  - Cost of living calculator.

- HS shall at all times display the most recent real estate listings Content
  available. Additionally, HS shall make available supporting real estate news
  Content
- News/topical information shall be updated every other week at minimum (tools
  and other static links should be updated as necessary or as mutually agreed
  upon by the Parties).
- 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 article/information on
  Homes/Apartments/Neighborhoods/Senior Housing, the article/information will be
  considered out of date and HS will replace the "dated" article within [*]
  ([*]) days, or remove it completely until such time that a replacement article
  can be authored.
- 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, Homestore 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 30 day cure period set forth in Section
  7.2).

"LIVING" CATEGORIES: HS will provide the following tools, functionality and
Content.

Home Improvement:
- How-to home improvement articles with images and step-by-step;
- Before and after home improvement articles;
- Material and project estimator calculators and tools;
- Content such as ,Top 10 Lists, Smart Tips, etc.);
- Photo galleries;
- Content feed (including the above-described Content), updated weekly, for
  CompuServe and Netscape;
Decorating:
- Decorating how-to features;
- Inspirational decorating features;
- Celebrity decorating features;

----------
[*]   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.


                                  2                                 CONFIDENTIAL
<PAGE>
- Decorating before-and-after features;
- Room-by-room features (e.g., kitchens, bedrooms, living rooms);
- Material and project estimator calculators and tools;
- Content such as Top 10 Lists, Smart Tips, etc.;
- Photo galleries;
- Content feed (including the above-described Content), updated weekly, for the
  AOL Properties.
Gardening:
- Inspirational, seasonally appropriate gardening features;
- Garden problem solver tool and content (HS will provide a "problem solver"
  application, as currently executed on the H&H Gardening Main Screen, that
  helps AOL Members identify and solve problems with flowers, houseplants,
  vegetables, lawns, trees and shrubs);
- Content feed (including the above-described Content), updated weekly, for the
  AOL Properties;
-

Cross-category home service directories content/links:
- Decorator/designer;
- Contractor;
- Painter;
- Landscaper;
- Gardener;
- Wallpaper hanger;
- Handyman/all purpose;
- Carpenter;
- Plumber;
- Electrician;
- Architect;
- Builder;
- Others as determined by AOL.

CLASSIFIEDS:  HS will provide the following tools, functionality and Content:
- HS shall provide apartment listings to the AOL Properties
- HS shall provide AOL with the apartment listings data in a machine-readable
  format through an FTP feed. The frequency of the feed will be determined by HS
  in its reasonable discretion and communicated to AOL.
- HS shall adhere to the listing feed upload specifications for each AOL
  Property.
- AOL has the right to modify the upload specification one (1) time per quarter.
  AOL will notify HS of any changes. HS has [*] days from notification to comply
  to the modified specification. If HS does not comply with the new
  specification after such [*] day period, the data feed will fail and listings
  will not be published until the feed meets the new specification.
- In the event that HS provides to AOL a feed that does not meet specifications
  or the data contains errors (ex. monthly rental price for an apartment is a
  $1), AOL reserves the right to suspend the feed or remove the erroneous
  records until they can be corrected.

REAL ESTATE - PERSONAL FINANCE: HS will provide the following tools,
functionality and Content::
- Daily and weekly national and local mortgage rate data on the following
  products: 30-year fixed mortgage, 15-year fixed mortgage and 1-Year ARM.
- The data shall include current rate, change vs. the week-ago rate, the monthly
  cost of the mortgage itself on a $150k loan, for example, and the change over
  the week ago cost. Feed shall also include URL to link in to a more detailed
  rate table hosted by HS.
- Feed shall be provided in XML and delivered daily at midnight ET for the
  previous day (for the 5 business days each week).
- Feed shall link through to a rate table on the Customized Site that displays
  current rates for selected products from an aggregate of lenders.

----------
[*]   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.


                                  3                                 CONFIDENTIAL
<PAGE>
- With respect to the `How Much House Can You Afford' widget, when an AOL user
  clicks through to the Customized Site from the `Home Affordability' widget,
  results shall be transparent, with no pop-ups or secondary screens displayed
  before the user sees the results.
- Home and apartment search. HS shall at all times display the most recent real
  estate listings Content available.
- How Much Can you Afford Widget
- Calculate your mortgage widget.

BROADBAND: HS will provide access to the following broadband Content in addition
to any other Content optimized for broadband access which is available on the
Generally Available Sites.
- Virtual home tours;
- Neighborhood tours, to the extend HS has such Content available;
- Apartment community tours;
- Buying/selling tutorials video, if made available by HS.

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.

CUSTOMIZED PROGRAMMING

HS shall deliver the programming specified below for AOL's inclusion within the
AOL Properties and, at AOL's option, other portions of the AOL Network. AOL's
provision of the Promotions specified in Exhibit A-1 and A-2 shall be contingent
on HS providing the following Content. If any such Content is unavailable, AOL
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 Integrated Placement Commitment and/or Media
Placement Commitment, as applicable, related to the Promotions which were not
displayed.

REAL ESTATE

      - Homes ([*])
      - Apartments ([*])
      - Senior Housing ([*])
      - Neighborhoods ([*])
      - Homes widget (New, Existing and Manufactured homes): Widget will be more
        in-depth and robust than home search widget on main screen and will
        include property type radio buttons.
      - Apartments widget (Rentals, Temporary housing, Senior housing): Will
        include property type radio buttons.
      - Rates Widget or ticker
      - "Featured..." widget (Featured Homes, Realtors, Apartments, Builders).
      - "Find a..." widget, input box or dropdown (Find a Realtor, builder, home
        plan, apartment community, lender)

[*] screens will all be built, hosted and programmed by HS in accordance with
AOL UI, design and branding direction and subject to final AOL approval. AOL
will have input on the programming of these screens. HS shall at all times
display the most recent real estate news and information on these pages.

WIDGETS:

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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.


                                  4                                 CONFIDENTIAL
<PAGE>
- find a lender
- find a mover
- mortgage calculator
- mortgage rate feed
- find self storage
- salary calculator
- neighborhood information
- school reports
- check your credit/credit reports
- home affordability calculator
- relocation wizard

MOVING PAGE: [*] screen will be built, hosted and programmed by AOL. HS will
provide Content for integration within this page as follows.

SCREEN ELEMENTS:
- Planning section/navigation, with hyperlinks to more Content on the Customized
  Site.
- "Executing" section/navigation, with hyperlinks to more Content on the
  Customized Site.
- Moving checklist/s.
- "Payoff" section, where a paragraph or robust offering of Content is presented
  to the member.
- AOL New Homeowners Guide section
- Additional promotional areas as space permits
- Find a mover widget

For the avoidance of doubt, inclusion of any Content on this Exhibit C does not
represent any obligation of or guarantee by AOL that such Content will be
promoted by AOL in any particular manner; guaranteed promotion of Content will
be as set forth in the Carriage Plan and Sections 1.1 through 1.3 of the
Agreement.

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

Additionally, AOL Canada will provide HS with the Keyword Search Term:
Homestore.

----------
[*]   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.


                                  5                                 CONFIDENTIAL

<PAGE>
                                    EXHIBIT D

                       STANDARD LEGAL TERMS AND CONDITIONS

I.  AOL NETWORK

CONTENT. HS represents and warrants to the best of its knowledge and covenants
to use all commercially reasonable efforts to ensure that all Content contained
within the Customized Site and Customized Programming and all Licensed Content,
at the time such Content or Licensed Content is made available by HS, (i)
conforms to the Terms of Service for the applicable AOL Property, the terms of
this Agreement and any other standard, written policy of AOL and any applicable
AOL Property (including without limitation AOL's kids policies to the extent
applicable), (ii) does not infringe on or violate any copyright, trademark, U.S.
patent, rights of publicity or privacy, moral rights or any other third party
right, including without limitation, any music performance or other music
related rights, and (iii) does not contain any Content which violates any
applicable law or regulation ((i), (ii) and (iii) collectively, the "RULES").

Subject to the provisions of Section 1.6 of the Agreement, in the event that AOL
notifies HS in writing that any such Content, as reasonably determined by AOL,
does not comply or adhere to the Rules, then (a) HS shall use commercially
reasonable efforts to remove such Content or block access by AOL Users to such
Content; (b) in the event that HS cannot, remove such Content or block access by
AOL Users to such Content in question, then HS shall provide AOL prompt written
notice of such fact; (c) AOL may, at its option, either (i) restrict access from
the AOL Network to the Content in question using technology available to AOL or
(ii) in the event access cannot be restricted, direct HS to remove any such
Content; and (d) HS will cooperate with AOL's reasonable requests to the extent
AOL elects to implement any such access restrictions.

AOL NETWORK DISTRIBUTION. HS shall not authorize or knowingly permit any third
party to distribute any Content of HS through the AOL Network absent AOL's prior
written approval. The distribution, placements and/or promotions described in
this Agreement or otherwise provided to HS by AOL shall be used by HS solely for
its own benefit, will promote solely the Licensed Content within the Customized
Site or Customized Programming expressly described on Exhibit A or as permitted
in the Agreement and will not be resold, traded, exchanged, bartered, brokered
or otherwise offered or transferred to any third party or contain any branding
other than HS' branding. Further, the Content of all such distribution,
placements and promotions shall be subject to AOL's relevant written policies
that are provided in writing to HS regarding objectionable content (e.g.,
illegal, illicit or unfit for minors) and promotion (provided that such policies
shall not apply to the extent such policies would materially adversely affect
HS' rights under the Agreement).

KIDS AND TEENS POLICIES. At all times, HS shall comply with the applicable AOL
Property's then-standard policies regarding "child designated content." As used
herein, "child designated content" means Content that is designed for: (i) Kids
(children 12 and under), (ii) Young Teens (children ages 13-15), (iii) Mature
Teens (children ages 16-17), and (iv) any combination of Kids, Young Teens, and
Mature Teens. HS shall ensure that all child designated content (including all
advertising in child designated content areas) distributed on or through the
Customized Programming complies with any relevant written AOL policy (Kids,
Young Teens, Mature Teens) that is made available to HS, including any
obligations that such child designated content be marked or tagged so that it
may operate properly in connection with viewing restriction functionality
provided to AOL Users. HS shall ensure that all child designated content
(including all advertising in child designated content areas) distributed on or
through the Customized Site complies with any relevant written AOL policy (Kids,
Young Teens, Mature Teens) as of the Effective Date, including any obligations
that such child designated content be marked or tagged so that it may operate
properly in connection with viewing restriction functionality provided to AOL
Users, and to the extent AOL makes material changes to such policies during the
Term, HS shall make commercially reasonable efforts to comply with any such
revised policies made available to it. Without

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limiting the generality of the foregoing or any other provision of this
Agreement, HS shall notify AOL in writing whenever it intends to distribute
child designated content for these age groups on or through the Customized
Programming or the Customized Sites to ensure proper age restriction
categorization.

CONTESTS. HS shall ensure that any contest, sweepstakes or similar promotion
conducted or promoted through the Customized Programming (a "CONTEST") complies
with all applicable laws and regulations. HS shall use commercially reasonable
efforts to ensure that any Contest promoted through the Customized Site complies
with all applicable laws and regulations.

DISCLAIMERS. HS agrees to include within the Customized Site and Customized
Programming a disclaimer (the specific form and substance to be mutually agreed
upon by the Parties) indicating that all Licensed Content (including any
products and services) is provided by HS and its licensors, and not AOL, and any
transactions are between HS and AOL Users using or purchasing such Content and
AOL is not responsible for any loss, expense or damage arising out of the
Licensed Content or services provided through the Customized Site or Customized
Programming (e.g., "In no event shall AOL nor any of its agents, employees,
representatives or Affiliates be in any respect legally liable to you or any
third party in connection with any information or services contained herein and
AOL makes no warranty or guaranty as to the accuracy, completeness, correctness,
timeliness, or usefulness of any of the information contained herein"). HS shall
not in any manner state or imply that AOL recommends or endorses HS or its
Content. Within Shop@AOL, with respect to any AOL Users who access Shop@AOL
through the Customized Sites or the Customized Programming, AOL agrees to
include a similar disclaimer that excuses HS from liability with respect to any
transactions conducted on Shop@AOL.

EXPERT/SPECIALIST CONTENT. If any of the Licensed Content professes to provide
expert, professional or other specialty advice or Content (such as, without
limitation, medical or psychological, religious, financial, etc.), HS shall use
commercially reasonable efforts to ensure that all such Licensed Content is
prepared or reviewed by licensed, insured and qualified
practitioners/professionals in such field with expertise on the particular topic
and such Licensed Content complies with applicable standards of the applicable
profession and all applicable laws and regulations. Upon request by AOL from
time to time, HS shall provide AOL with evidence reasonably satisfactory to AOL
of compliance with the foregoing sentence.

INSURANCE. At all times during the Term, HS shall maintain an insurance policy
or policies reasonably satisfactory to AOL and adequate in amount to insure HS
against all liability associated with the Licensed Content. HS shall include AOL
as an additional insured party on such policy or policies. If requested by AOL
in writing, HS shall provide AOL with a copy of such policy or policies within
thirty (30) days after such request, failing which, in addition to all other
available remedies, AOL shall be entitled to delay the launch of the Licensed
Content on the AOL Network (and reduce AOL's promotional and Impressions
obligations proportionately). HS shall promptly notify AOL of any material
change in such policy or policies.

REWARDS PROGRAMS. HS shall not offer, provide, implement or otherwise make
available on the Customized Site or Customized Programming any promotional
programs or plans that are intended to provide customers with rewards or
benefits in exchange for, or on account of, their past or continued loyalty to,
or patronage or purchase of, the products or services of HS or any third party
(e.g., a promotional program similar to a "frequent flier" program), unless such
promotional program or plan is provided exclusively through AOL's "AOL Rewards"
program, accessible on the AOL Service at Keyword: "AOL Rewards."

NAVIGATION. In cases where an AOL User performs a search for HS through any
search or navigational tool or mechanism that is accessible or available through
the AOL Network (e.g., promotions, Keyword Search Terms, navigation bars or any
other promotions or navigational tools), AOL shall have the right to direct such
AOL User to the Customized Site, or any other Generally Available Site
determined by AOL in its reasonable discretion. HS shall ensure that navigation
back to the AOL Network from the Customized Site (and from any other Generally
Available Site linked to from the AOL Network), whether through a particular
pointer or link, the "back" button on an Internet browser, the closing of an
active window, or any other return


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mechanism, shall not be interrupted by HS through the use of any intermediate
screen or other device not specifically requested by the user, including without
limitation through the use of any html pop-up window or any other similar
device.

CLIENT ALTERATIONS. HS shall not knowingly include on the Customized Site or
Customized Programming any downloadable software or other mechanism that allows
users to alter the navigation, user interface, look and feel, or any other
element of any AOL or AOL Affiliate client software or software that is bundled
therewith (including, without limitation, the Internet browsers).

AOL LOOK AND FEEL. HS acknowledges and agrees that AOL shall own all right,
title and interest in and to the AOL Look and Feel. In addition, AOL shall
retain editorial control over the portions of the AOL pages and forms which
frame the Customized Site or Customized Programming, if any, (the "AOL FRAMES")
subject to the provisions of this Agreement. Subject to the requirements of
Section 5 of this Agreement, AOL may, at its discretion, incorporate
navigational icons, links and pointers or other Content into such AOL Frames, if
any.

HS LOOK AND FEEL. AOL acknowledges and agrees that HS shall own all right, title
and interest in and to the HS Look and Feel.

OPERATIONS. AOL shall be entitled to require reasonable changes to the
Customized Site and Customized Programming that are generally required of AOL's
Content providers to the extent such site will, in AOL's good faith judgment,
adversely affect the technical operations of the AOL Network. AOL shall provide
notice to HS of any specific sites or events on such sites that adversely affect
the technical operations of the AOL Network.

AUCTIONS. HS shall not conduct any merchandising (other than auctions of real
property) through the Customized Site or Customized Programming through auctions
or any method other than a direct sales format without AOL's prior written
consent.

MESSAGE BOARDS; CHAT ROOMS AND COMPARABLE VEHICLES. Any Content submitted by HS
or its agents within message boards, chat rooms or any comparable vehicles on
the Customized Site and Customized Programming will be subject to the license
grant relating to submissions to "public areas" set forth in the AOL Terms of
Service. HS acknowledges that it has no rights or interest in AOL User
submissions to message boards, chat rooms or any other vehicles through which
AOL Users may make submissions within the AOL Network. HS will refrain from
editing, deleting or altering, without AOL's prior approval, any opinion
expressed or submission made by an AOL User within Customized Programming except
in cases where HS has a good faith belief that the Content in question violates
an applicable law, regulation, third party right or the applicable AOL
Property's Terms of Service.

DUTY TO INFORM. HS and AOL shall promptly inform the other Party of any
information related to the Customized Site, Customized Programming or the
Licensed Content which it believes will reasonably lead to a claim, demand or
liability of or against AOL and/or its Affiliates or HS and/or its Affiliates by
any third party.

RESPONSE TO QUESTIONS/COMMENTS; CUSTOMER SERVICE. HS shall respond promptly and
professionally to questions, comments, complaints and other reasonable requests
regarding the Customized Site, Customized Programming or the Licensed Content by
AOL Users or on request by AOL, and shall cooperate and assist AOL in promptly
answering the same. HS shall have sole responsibility for customer service
(including, without limitation, order processing, billing, shipping, etc.)
regarding the Customized Site, Customized Programming or the Licensed Content
and AOL shall have no responsibility with respect thereto. HS shall not have any
responsibilities under this paragraph with respect to Content included in
Shop@AOL other than the Customized Programming and Licensed Content. HS and AOL
shall each comply with all applicable requirements of any federal, state or
local consumer protection or disclosure law.

PRODUCTION WORK. In the event that HS requests any AOL production assistance, HS
shall work with AOL to develop detailed production plans for the requested
production assistance (the "PRODUCTION PLAN"). Following receipt of the final
Production Plan, AOL shall notify HS of (i) AOL's availability to perform the
requested production work, (ii) the proposed fee or fee structure for the
requested production work and (iii) the estimated development schedule for such
work. To the extent the Parties


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reach agreement regarding implementation of agreed-upon Production Plan, such
agreement shall be reflected in a separate work order signed by the Parties. All
fees to be paid to AOL for any such production work shall be paid pursuant to
the terms of the applicable work order. To the extent HS elects to retain a
third party provider to perform any such production work, work produced by such
third party provider must generally conform to AOL's production standards
available at Keyword "Styleguide." The specific production resources which AOL
allocates to any production work to be performed on behalf of HS shall be as
determined by AOL in its sole discretion. With respect to any routine
production, maintenance or related services which AOL reasonably determines are
necessary for AOL to perform in order to support the proper functioning and
integration of the Promotions, Customized Programming and the Customized Site
("ROUTINE SERVICES"), HS will pay the then-standard fees charged by AOL for such
Routine Services.

PRODUCTION TOOLS. AOL shall provide to HS those of it's proprietary publishing
tools (each a "PUBLISHING TOOL") necessary for HS to comply with the
requirements of the Programming Plan in order to develop and implement the
Licensed Content during the Term. HS shall determine, in its reasonable
discretion and consistent with the Programming Plan, which Publishing Tool(s) to
utilize and shall be granted a nonexclusive license during the Term to use any
such Publishing Tool(s), which license shall be subject to: (i) HS' compliance
with all rules and regulations relating to use of the Publishing Tools, as
published from time to time by AOL, (ii) AOL's right to withdraw or modify such
license at any time, and (iii) HS' express recognition that AOL provides all
Publishing Tools on an "as is" basis, without warranties of any kind.

TRAINING AND SUPPORT. AOL shall make available to HS standard AOL training and
support programs necessary to produce any AOL areas hereunder. HS can select its
training and support program from the options then offered by AOL. HS shall be
responsible to pay the fees associated with its chosen training and support
package. In addition, HS will pay travel and lodging costs associated with its
participation in any AOL training programs (including AOL's reasonable travel
and lodging costs when training is conducted at HS' offices).

KEYWORDS. Any Keyword Search Terms to be directed to the Customized Site shall
be (i) subject to availability for use by HS and (ii) limited to the combination
of the Keyword(TM) search modifier combined with a trademark of HS and any
Keyword Search Terms granted to HS during the Term of the Agreement. AOL
reserves the right to revoke HS' use of any Keyword Search Terms which do not
incorporate trademarks of HS upon [*] days written notice (or a shorter time
period if continued use by HS of any such Keyword Search Term may expose AOL to
liability). HS acknowledges that its utilization of a Keyword Search Term will
not create in it, nor will it represent it has, any right, title or interest in
or to such Keyword Search Term, other than the right, title and interest HS
holds in HS' registered trademark independent of the Keyword Search Term.
Without limiting the generality of the foregoing, HS will not: (a) attempt to
register or otherwise obtain trademark or copyright protection in the Keyword
Search Term; or (b) use the Keyword Search Term, except for the purposes
expressly required or permitted under this Agreement. This Section shall survive
the completion, expiration, termination or cancellation of this Agreement.

ACCOUNTS. To the extent AOL has granted HS any accounts on the AOL Service, HS
will be responsible for the actions taken under or through its accounts, which
actions are subject to AOL's applicable Terms of Service and for any surcharges,
including, without limitation, all premium charges, transaction charges, and any
applicable communication surcharges incurred by any account issued to HS, but HS
will not be liable for charges incurred by any account relating to AOL's
standard monthly usage fees and standard hourly charges, which charges AOL will
bear. Upon the termination of this Agreement, all accounts, related screen names
and any associated usage credits or similar rights, will automatically
terminate. AOL will have no liability for loss of any data or content related to
the proper termination of any such account.

II.   TRADEMARKS

TRADEMARK LICENSE. In designing and implementing any marketing, advertising, or
other promotional materials (expressly excluding Press Releases) related to this
Agreement and/or referencing the other Party and/or its trade names, trademarks
and service marks (the "PROMOTIONAL

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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.


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MATERIALS") and subject to the other provisions contained herein: HS shall be
entitled to use the following trade names, trademarks and service marks of AOL:
the "America Online(R)" brand service, "AOL(TM)" service/software and AOL's
triangle logo and, and the applicable trade names, trademarks and service marks
of AOL and its Affiliates relating to the AOL Properties in connection
therewith; HS shall comply with the AOL styleguide available at keyword:
"Styleguide"; and AOL and its Affiliates shall be entitled to use the trade
names, trademarks and service marks of HS and its Affiliates relating to the
Customized Sites and Customized Programming (collectively, together with the AOL
marks listed above, the "MARKS"); provided that each Party: (i) does not create
a unitary composite mark involving a Mark of the other Party without the prior
written approval of such other Party, (ii) displays symbols and notices clearly
and sufficiently indicating the trademark status and ownership of the other
Party's Marks in accordance with applicable trademark law and practice, and
(iii) complies with all written guidelines provided to it by the other Party
related to use of the other Party's Marks. This Section other than the grant of
licenses herein, shall survive the completion, expiration, termination or
cancellation of this Agreement.

RIGHTS. Each Party acknowledges the ownership right of the other Party in the
Marks of the other Party and agrees that all use of the other Party's Marks will
inure to the benefit, and be on behalf, of the other Party. Each Party
acknowledges that its utilization of the other Party's Marks will not create in
it, nor will it represent it has, any right, title or interest in or to such
Marks other than the licenses expressly granted herein. Each Party agrees not to
do anything contesting or impairing the trademark rights of the other Party.

QUALITY STANDARDS. Each Party agrees that the nature and quality of its products
and services supplied in connection with the other Party's Marks shall conform
to quality standards communicated in writing by the other Party for use of its
trademarks. Each Party agrees to supply the other Party, upon request, with a
reasonable number of samples of any Materials publicly disseminated by such
Party which utilize the other Party's Marks. Each Party shall comply with all
applicable laws, regulations and customs and obtain any required government
approvals pertaining to use of the other Party's Marks.

PROMOTIONAL MATERIALS. Each Party will submit to the other Party, for its prior
written approval, which shall not be unreasonably withheld or delayed, any
Promotional Materials (excluding Press Releases) related to the Customized Sites
and/or referencing the other Party and/or its trade names, trademarks, and
service marks; provided, however, that either Party's use of screen shots of the
Customized Site for promotional purposes will not require the approval of the
other Party; and provided further, however, that, following the initial public
announcement of the business relationship between the Parties in accordance with
the approval and other requirements contained herein, either Party's subsequent
factual reference to the existence of a business relationship between the
Parties in Promotional Materials will not require the approval of the other
Party. Each Party will solicit and reasonably consider the views of the other
Party in designing and implementing such Promotional Materials. Once approved,
the Promotional Materials may be used by a Party and its affiliates for the
purpose of promoting the Customized Site and the Content contained therein and
reused for such purpose until such approval is withdrawn with reasonable prior
notice. In the event such approval is withdrawn, existing inventories of
Promotional Materials may be depleted.

INFRINGEMENT PROCEEDINGS. Each Party agrees to promptly notify the other Party
of any unauthorized use of the other Party's Marks of which it has actual
knowledge. Each Party shall have the sole right and discretion to bring
proceedings alleging infringement of its Marks or unfair competition related
thereto; provided, however, that each Party agrees to provide the other Party,
at such other Party's expense, with its reasonable cooperation and assistance
with respect to any such infringement proceedings.

III. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Party that: (i) such Party has
the full corporate right, power and authority to enter into this Agreement, to
grant the licenses granted hereunder and to perform the acts required of it
hereunder; (ii) the execution of this Agreement by such Party, and the
performance by such Party of its obligations and duties hereunder, do not and
will not violate any agreement to which such Party is a party or by which it is


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otherwise bound; (iii) when executed and delivered by such Party, this Agreement
will constitute the legal, valid and binding obligation of such Party,
enforceable against such Party in accordance with its terms; (iv) to its best
knowledge, such Party's Promotional Materials will neither infringe on any
copyright, U.S. patent or any other third party right nor violate any applicable
law or regulation; and (v) such Party acknowledges that the other Party makes no
representations, warranties or agreements related to the subject matter hereof
which are not expressly provided for in this Agreement.

IV.  CONFIDENTIALITY

Each Party acknowledges that Confidential Information may be disclosed to the
other Party during the course of this Agreement. Each Party agrees that it will
take reasonable steps, at least substantially equivalent to the steps it takes
to protect its own proprietary information, during the term of this Agreement,
and for a period of three years following expiration or termination of this
Agreement, to prevent the disclosure of Confidential Information of the other
Party, other than to its employees, or to its other agents who must have access
to such Confidential Information for such Party to perform its obligations
hereunder, who will each agree to comply with this section. Notwithstanding the
foregoing, either Party may issue a press release or other disclosure containing
Confidential Information without the consent of the other Party, to the extent
such disclosure is required by law, rule, regulation or government or court
order or as reasonably advised by legal counsel. In such event, the disclosing
Party will provide at least five (5) business days prior written notice of such
proposed disclosure to the other Party. Further, in the event such disclosure is
required of either Party under the laws, rules or regulations of the Securities
and Exchange Commission or any other applicable governing body, such Party will
(i) redact mutually agreed-upon portions of this Agreement to the fullest extent
permitted under applicable laws, rules and regulations and (ii) submit a request
to such governing body that such portions and other provisions of this Agreement
receive confidential treatment under the laws, rules and regulations of the
Securities and Exchange Commission or otherwise be held in the strictest
confidence to the fullest extent permitted under the laws, rules or regulations
of any other applicable governing body. Notwithstanding the foregoing, AOL shall
be permitted to disclose this Agreement and any Confidential Information to AOL
Canada, Inc.

V.  RELATIONSHIP WITH AOL USERS

SOLICITATION OF SUBSCRIBERS. (a) Except as otherwise provided in the main body
of the Agreement, during the Term of this Agreement and for a two year period
thereafter, HS will not use the AOL Network (including, without limitation, the
e-mail network contained therein) to solicit AOL Users on behalf of another
Interactive Service. More generally, HS will not send unsolicited, commercial
e-mail (i.e., "spam") or other online communications through or into AOL's
products or services, absent a Prior Business Relationship. For purposes of this
Agreement, a "PRIOR BUSINESS RELATIONSHIP" will mean that the AOL User to whom
commercial e-mail or other online communication is being sent has voluntarily
either (i) engaged in a transaction with HS or (ii) provided information to HS
through a contest, registration, or other communication, which included clear
notice to the AOL User that the information provided could result in commercial
e-mail or other online communications being sent to that AOL User by HS, its
Affiliates or their respective agents. Any commercial e-mail or other online
communications to AOL Users which are otherwise permitted hereunder will (x)
include a prominent and easy means to "opt-out" of receiving any future
commercial communications from HS and (y) shall also be subject to AOL's
then-standard restrictions on distribution of bulk e-mail (e.g., related to the
time and manner in which such e-mail can be distributed through or into the AOL
product or service in question).

(b) HS and AOL shall ensure that their respective collection, use and disclosure
of information obtained from AOL Users under this Agreement ("MEMBER
INFORMATION") complies with (i) all applicable laws and regulations and (ii)
AOL's standard privacy policies, available on the AOL Service at the keyword
term "Privacy" (or, in the case of the Customized Site, HS' standard privacy
policies so long as such policies are published on the site and provide adequate
notice, disclosure and choice to users regarding HS' collection, use and
disclosure of user information). HS will not disclose Member Information
collected hereunder to any third party in a manner that identifies AOL Users as
end users of an AOL product or service or use Member


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Information collected under this Agreement to market another Interactive
Service.

EMAIL NEWSLETTERS. Any email newsletters sent to AOL Users by HS or its agents
shall (i) be subject to AOL's then current policies on use of the email
functionality, including but not limited to AOL's then current policy on
unsolicited bulk email, (ii) be sent only to AOL Users requesting to receive
such newsletters, (iii) not contain Content which violates AOL's Terms of
Service, and (iv) not contain any Advertisements, marketing or promotion for any
other third-party Interactive Service.

AOL USER COMMUNICATIONS. To the extent HS is otherwise permitted to send
communications to AOL Users (in accordance with the other requirements contained
herein) in any such communications to AOL Users on or off the Customized Sites
(including, without limitation, e-mail solicitations), HS will not encourage AOL
Users to take any action inconsistent with the scope and purpose of this
Agreement, including without limitation, the following actions: (i) using an
interactive site other than the Customized Site for the purchase of Products,
(ii) using Content other than the Licensed Content; (iii) bookmarking of
interactive sites; or (iv) changing the default home page on the AOL browser.
Additionally, with respect to such AOL User communications, in the event that HS
encourages an AOL User to purchase Products through such communications, HS
shall ensure that (a) the AOL Network is promoted as the primary means through
which the AOL User can access the Customized Site and (b) any link to the
Customized Site will link to a page which indicates to the AOL User that such
user is in a site which is affiliated with the AOL Network.

VI.  TREATMENT OF CLAIMS

LIABILITY. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER
PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES
(EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES),
ARISING FROM BREACH OF THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE
LICENSED CONTENT, THE CUSTOMIZED SITE, THE CUSTOMIZED PROGRAMMING, THE GENERALLY
AVAILABLE SITES OR THE AOL NETWORK OR ANY OTHER PROVISION OF THIS AGREEMENT,
SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST
BUSINESS (COLLECTIVELY, "DISCLAIMED DAMAGES"); PROVIDED THAT EACH PARTY SHALL
REMAIN LIABLE TO THE OTHER PARTY TO THE EXTENT ANY DISCLAIMED DAMAGES ARE
CLAIMED BY A THIRD PARTY AND ARE SUBJECT TO INDEMNIFICATION BELOW. EXCEPT AS
PROVIDED BELOW IN THE "INDEMNITY" SECTION, NEITHER PARTY SHALL BE LIABLE TO THE
OTHER PARTY FOR MORE THAN THE AGGREGATE AMOUNTS PAYABLE HEREUNDER IN THE YEAR IN
WHICH THE EVENT GIVING RISE TO SUCH LIABILITY OCCURRED; PROVIDED THAT EACH PARTY
SHALL REMAIN LIABLE FOR THE AGGREGATE AMOUNT OF ANY PAYMENT OBLIGATIONS OWED TO
THE OTHER PARTY UNDER THE PROVISIONS OF THIS AGREEMENT, SUBJECT TO ANY DEFENSES
TO PAYMENT.

NO ADDITIONAL WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED
CONTENT, CUSTOMIZED SITE, THE CUSTOMIZED PROGRAMMING, THE GENERALLY AVAILABLE
SITES, THE AOL NETWORK, THE AOL TOOLS, OR THE PUBLISHING TOOLS, INCLUDING ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND
IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH PARTY SPECIFICALLY
DISCLAIMS ANY WARRANTY REGARDING THE PROFITABILITY OF AOL NETWORK OR THE
CUSTOMIZED SITE.

INDEMNITY. Each Party will defend, indemnify, save and hold harmless the other
Party and the officers, directors, agents, Affiliates, distributors, franchisees
and employees of the other Party from any and all third party claims, demands,
liabilities, costs or expenses, including reasonable attorneys' fees
("LIABILITIES"), resulting from the indemnifying Party's material breach or
alleged breach of any obligation, representation, or warranty of this Agreement.
In addition, HS will defend, indemnify, save and hold harmless AOL and AOL's
officers,


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directors, agents, Affiliates, distributors, franchisees and employees from any
and all Liabilities arising out of or in any way related to the Licensed
Content, including any allegation of or actual infringement of any third party's
intellectual property rights by Content on the Customized Programming or the
Customized Sites, except to the extent any such Liabilities are caused by AOL's
acts or omissions. AOL will defend, indemnify, save and hold harmless HS and HS'
officers, directors, agents, Affiliates, distributors, franchisees and employees
from any and all Liabilities arising out of or related to HS' use of the AOL
Tools in accordance with this Agreement, except to the extent the use of the AOL
Tools is governed by a separate agreement mutually entered into by the Parties.

If a Party entitled to indemnification hereunder (the "INDEMNIFIED PARTY")
becomes aware of any matter it believes is indemnifiable hereunder involving any
claim, action, suit, investigation, arbitration or other proceeding against the
Indemnified Party by any third party (each an "ACTION"), the Indemnified Party
shall give the other Party (the "INDEMNIFYING PARTY") prompt written notice of
such Action. Such notice shall (i) provide the basis on which indemnification is
being asserted and (ii) be accompanied by copies of all relevant pleadings,
demands, and other papers related to the Action and in the possession of the
Indemnified Party. The Indemnifying Party shall have a period of ten (10) days
after delivery of such notice to respond. If the Indemnifying Party elects to
defend the Action or does not respond within the requisite ten (10) day period,
the Indemnifying Party shall be obligated to defend the Action, at its own
expense, and by counsel reasonably satisfactory to the Indemnified Party. The
Indemnified Party shall cooperate, at the expense of the Indemnifying Party,
with the Indemnifying Party and its counsel in the defense and the Indemnified
Party shall have the right to participate fully, at its own expense, in the
defense of such Action. If the Indemnifying Party responds within the required
ten (10) day period and elects not to defend such Action, the Indemnified Party
shall be free, without prejudice to any of the Indemnified Party's rights
hereunder, to compromise or defend (and control the defense of) such Action. In
such case, the Indemnifying Party shall cooperate, at its own expense, with the
Indemnified Party and its counsel in the defense against such Action and the
Indemnifying Party shall have the right to participate fully, at its own
expense, in the defense of such Action. Any compromise or settlement of an
Action shall require the prior written consent of both Parties hereunder, such
consent not to be unreasonably withheld or delayed.

ACKNOWLEDGMENT. AOL AND HS EACH ACKNOWLEDGES THAT THE PROVISIONS OF THIS
AGREEMENT WERE NEGOTIATED TO REFLECT AN INFORMED, VOLUNTARY ALLOCATION BETWEEN
THEM OF ALL RISKS (BOTH KNOWN AND UNKNOWN) ASSOCIATED WITH THE TRANSACTIONS
CONTEMPLATED HEREUNDER. THE LIMITATIONS AND DISCLAIMERS RELATED TO WARRANTIES
AND LIABILITY CONTAINED IN THIS AGREEMENT ARE INTENDED TO LIMIT THE
CIRCUMSTANCES AND EXTENT OF LIABILITY. THE PROVISIONS OF THIS SECTION VI SHALL
BE ENFORCEABLE INDEPENDENT OF AND SEVERABLE FROM ANY OTHER ENFORCEABLE OR
UNENFORCEABLE PROVISION OF THIS AGREEMENT.

VII.  ARBITRATION

(a) Management Committee. The Parties will act in good faith and use
commercially reasonable efforts to promptly resolve any claim, dispute,
controversy or disagreement (each a "DISPUTE") between the Parties or any of
their respective subsidiaries, affiliates, successors and assigns arising under,
in connection with or related to this Agreement or any document executed
pursuant to this Agreement or any of the transactions contemplated hereby.or any
document executed pursuant to this Agreement or any of the transactions
contemplated hereby. If the Parties cannot promptly resolve the Dispute, the
Dispute will be submitted in writing to the Management Committee for resolution.
For ten (10) days following submission of the Dispute to the Management
Committee, the Management Committee will have the exclusive right to resolve
such Dispute; provided that the Management Committee will have the final and
exclusive right to resolve Disputes arising from any provision of the Agreement
which expressly or implicitly provides for the Parties to reach mutual agreement
as to certain terms. If the Management Committee is unable to amicably resolve
the Dispute during the ten-day period, then the Management Committee will
consider in good faith for a period of thirty (30) days the possibility of
retaining a third party mediator to facilitate resolution of the Dispute. In the
event the Management Committee elects not to retain a


                                  8                                 CONFIDENTIAL
<PAGE>
mediator within such thirty (30) day period, the dispute will be subject to the
resolution mechanisms described below. "MANAGEMENT COMMITTEE" will mean a
committee made up of a senior executive from each of the Parties for the purpose
of resolving Disputes under this Section VII and generally overseeing the
relationship between the Parties contemplated by this Agreement. Neither Party
will seek, nor will be entitled to seek, binding outside resolution of the
Dispute unless and until the Parties have been unable amicably to resolve the
Dispute as set forth in this Section VII(a) and then, only in compliance with
the procedures set forth in the remainder of this Section VII.

(b) Arbitration. Except for Disputes relating to issues of proprietary rights,
including but not limited to intellectual property and confidentiality, any
Dispute not resolved by amicable resolution as set forth in Section VII(a) will
be governed exclusively and finally by arbitration. Such arbitration will be
conducted by JAMS, or if not possible, another comparable ADR/arbitration
company, in Washington, D.C. and will be initiated and conducted in accordance
with the Commercial Arbitration Rules ("COMMERCIAL RULES") of JAMS, including
any supplementary procedures applicable to large complex commercial disputes
("COMPLEX PROCEDURES"), as such rules will be in effect on the date of delivery
of a demand for arbitration ("DEMAND"), except to the extent that such rules are
inconsistent with the provisions set forth herein. Notwithstanding the
foregoing, the Parties may agree in good faith in writing that the Complex
Procedures will not apply in order to promote the efficient arbitration of
Disputes where the nature of the Dispute, including without limitation the
amount in controversy, does not justify the application of such procedures.

(c) Selection of Arbitrators. The arbitration panel will consist of three
arbitrators. Each Party will name an arbitrator to be selected from the
JAMS-approved list of arbitrators within ten (10) days after the delivery of the
Demand. The arbitrators should be neutral participants, with no prior
relationship of any kind with either Party that may create a conflict of
interest. Each Party will select one arbitrator, and the third arbitrator should
be selected by the first two arbitrators. If the two arbitrators are unable to
select a third arbitrator within ten (10) days, a third neutral arbitrator will
be appointed by JAMS from its panel of commercial arbitrators for large and
complex cases . Similarly, if either party objects to the selection of any
arbitrator because of an identifiable conflict of interest and the Parties are
unable to resolve the dispute within ten (10) days, then a replacement
arbitrator will be appointed by JAMS from its panel of commercial arbitrators
for large and complex cases. If a vacancy in the arbitration panel occurs after
the hearings have commenced, the remaining arbitrator or arbitrators may not
continue with the hearing and determination of the controversy, unless the
Parties agree otherwise. If the Parties so desire, the Parties may agree to
proceed with arbitration with one arbitrator upon mutual agreement.

(d) Governing Law. The Federal Arbitration Act, 9 U.S.C. Secs. 1-16, and not
state law, will govern the arbitrability of all Disputes. The arbitrators will
allow such discovery as is appropriate to the purposes of arbitration in
accomplishing a fair, speedy and cost-effective resolution of the Disputes. The
arbitrators will reference the Federal Rules of Civil Procedure then in effect
in setting the scope and timing of discovery. The Federal Rules of Evidence will
apply in toto. The arbitrators may enter a default decision against any Party
who fails to participate in the arbitration proceedings.

(e) Arbitration Awards. The arbitrators will have the authority to award
compensatory damages only. Any award by the arbitrators will be accompanied by a
written opinion setting forth the findings of fact and conclusions of law relied
upon in reaching the decision. Judgment upon the award may be entered by any
court of competent jurisdiction. The Parties agree that the existence, conduct
and content of any arbitration will be kept confidential and no Party will
disclose to any person any information about such arbitration, except as may be
required by law or by any governmental authority or for financial reporting
purposes in each Party's financial statements.

(f) Fees. Each Party will pay the fees of its own attorneys, expenses of
witnesses and all other expenses and costs in connection with the presentation
of such Party's case (collectively, "ATTORNEYS' FEES"). The remaining costs of
the arbitration, including without limitation, fees of the arbitrators, costs of
records or transcripts and administrative fees (collectively, "ARBITRATION
COSTS") will be borne equally by the Parties. Notwithstanding the foregoing, the
arbitrators may modify the allocation of Arbitration Costs and award Attorneys'
Fees in those cases where fairness


                                  9                                 CONFIDENTIAL
<PAGE>
dictates a different allocation of Arbitration Costs between the Parties or an
award of Attorneys' Fees to the prevailing Party as determined to be appropriate
by the arbitrators.

(g) Non Arbitratable Disputes. Any Dispute that is not subject to final
resolution by the Management Committee or to arbitration under this Section VII
(collectively, "NON-ARBITRATION CLAIMS") will be brought in a court of competent
jurisdiction in the Commonwealth of Virginia. Each Party irrevocably consents to
the exclusive jurisdiction of the courts of the Commonwealth of Virginia and the
federal courts situated in the Commonwealth of Virginia, over any and all
Non-Arbitration Claims and any and all actions to enforce such claims or to
recover damages or other relief in connection with such claims.

VIII.  MISCELLANEOUS

AUDITING RIGHTS. Each Party shall maintain complete, clear and accurate records
of all expenses, revenues, fees, transactions and related documentation
(including agreements) in connection with the performance of this Agreement
("RECORDS"). All such Records shall be maintained for a minimum of five (5)
years following termination of this Agreement. For the sole purpose of ensuring
compliance with this Agreement, each of HS and AOL shall have the right, at its
expense, to direct an independent certified public accounting firm subject to
strict confidentiality restrictions to conduct a reasonable and necessary
copying and inspection of portions of the Records of the other Party that are
directly related to amounts payable to HS or AOL pursuant to this Agreement. Any
such audit may be conducted after twenty (20) business days prior written
notice, subject to the following: Such audits shall not be made more frequently
than once every twelve months.

EXCUSE. Neither Party shall be liable for, or be considered in breach of or
default under this Agreement on account of, any delay or failure to perform as
required by this Agreement as a result of any causes or conditions which are
beyond such Party's reasonable control and which such Party is unable to
overcome by the exercise of reasonable diligence. Without limiting the
generality of the foregoing, AOL's Promotion commitments hereunder are subject
to the prior timely receipt from HS of Licensed Content for such Promotion which
complies with all applicable terms of this Agreement and any standard written
policies of AOL.

INDEPENDENT CONTRACTORS. The Parties to this Agreement are independent
contractors. Neither Party is an agent, representative or partner of the other
Party. Neither Party shall have any right, power or authority to enter into any
agreement for or on behalf of, or incur any obligation or liability of, or to
otherwise bind, the other Party. This Agreement shall not be interpreted or
construed to create an association, agency, joint venture or partnership between
the Parties or to impose any liability attributable to such a relationship upon
either Party.

NOTICE. Any notice, approval, request, authorization, direction or other
communication under this Agreement will be given in writing and will be deemed
to have been delivered and given for all purposes (a) on the delivery date if
delivered by confirmed facsimile or, in the case of AOL, by electronic mail on
the AOL Network (to screenname "[*]"; (ii) on the delivery date if delivered
personally to the Party to whom the same is directed; or (iii) one business day
after deposit with a commercial overnight carrier, with written verification of
receipt; or (iv) on the date of receipt if sent by registered or certified mail.
In the case of AOL, such notice will be provided to both the Vice President,
Interactive Marketing Business Development (fax no. [*]) and the Deputy General
Counsel (fax no. [*]), each at the address of AOL set forth in the first
paragraph of this Agreement. In the case of HS, except as otherwise specified
herein, such notice will be provided to the Vice President General Counsel and
the Senior Vice President Business Development and the notice address shall be
the address for HS set forth in the first paragraph of this Agreement.
Notwithstanding the foregoing, no notice related to the breach or termination of
this Agreement will be deemed to have been delivered and given if delivered by
electronic mail.

NO WAIVER. The failure of either Party to insist upon or enforce strict
performance by the other Party of any provision of this Agreement or to exercise
any right under this Agreement shall not be construed as a waiver or
relinquishment to any extent of such Party's right to assert or rely upon any
such provision or right in that or any other instance;

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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.


                                 10                                 CONFIDENTIAL
<PAGE>
rather, the same shall be and remain in full force and effect.

RETURN OF INFORMATION. Upon the expiration or termination of this Agreement,
each Party shall, upon the written request of the other Party, return or destroy
(at the option of the Party receiving the request) all Confidential Information,
documents, manuals and other materials specified by the other Party.

SURVIVAL. Sections IV, V, VI, VII and VIII of this Exhibit D, shall survive the
completion, expiration, termination or cancellation of this Agreement. In
addition, all payment terms of this Agreement shall survive with regard to any
accrued payments due and owing before completion, expiration, termination or
cancellation of this Agreement, and any provision that expressly states that it
shall survive or which, by its nature, must survive the completion, expiration,
termination or cancellation of this Agreement, shall survive the completion,
expiration, termination or cancellation of this Agreement.

ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and supersedes
any and all prior agreements of the Parties with respect to the transactions set
forth herein. Neither Party shall be bound by, and each Party specifically
objects to, any term, condition or other provision which is different from or in
addition to the provisions of this Agreement (whether or not it would materially
alter this Agreement) and which is proffered by the other Party in any
correspondence or other document, unless the Party to be bound thereby
specifically agrees to such provision in writing.

AMENDMENT. No change, amendment or modification of any provision of this
Agreement shall be valid unless set forth in a written instrument signed by the
Party subject to enforcement of such amendment.

FURTHER ASSURANCES. Each Party shall take such action (including, but not
limited to, the execution, acknowledgment and delivery of documents) as may
reasonably be requested by the other Party for the implementation or continuing
performance of this Agreement.

ASSIGNMENT. Neither Party shall assign this Agreement or any right, interest or
benefit under this Agreement without the prior written consent of the other
Party. Except as provided below, assumption of this Agreement by any successor
of a Party (including, without limitation, by way of merger, consolidation or
sale of all or substantially all of HS' stock or assets) shall be subject to the
other Party's prior written approval. Notwithstanding the foregoing, HS shall
have the right to assign this agreement to an entity controlling, controlled by,
or under common control with HS as part of an internal corporate reorganization
without the prior written approval of AOL. Subject to the foregoing, this
Agreement shall be fully binding upon, inure to the benefit of and be
enforceable by the Parties hereto and their respective successors and assigns.

SUBCONTRACTORS. Each Party shall be responsible for ensuring that all of its
consultants and subcontractors comply with this Agreement and such Party shall
be liable for any breaches of this Agreement caused by any of its consultants or
subcontractors.

CONSTRUCTION; SEVERABILITY. In the event that any provision of this Agreement
conflicts with the law under which this Agreement is to be construed or if any
such provision is held invalid by a court with jurisdiction over the Parties to
this Agreement, (i) such provision shall be deemed to be restated to reflect as
nearly as possible the original intentions of the Parties in accordance with
applicable law, and (ii) the remaining terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect.

REMEDIES. Except where otherwise specified, the rights and remedies granted to a
Party under this Agreement are cumulative and in addition to, and not in lieu
of, any other rights or remedies which the Party may possess at law or in
equity.

APPLICABLE LAW. This Agreement shall be interpreted, construed and enforced in
all respects in accordance with the laws of the Commonwealth of Virginia except
for its conflicts of laws principles.

EXPORT CONTROLS. Both Parties shall adhere to all applicable laws, regulations
and rules relating to the export of technical data and shall not export or
re-export any technical data, any products received from the other Party or the
direct product of such technical data to any proscribed country listed in such
applicable laws, regulations and rules unless properly authorized.


                                  11                                CONFIDENTIAL
<PAGE>
HEADINGS. The captions and headings used in this Agreement are inserted for
convenience only and shall not affect the meaning or interpretation of this
Agreement.

COUNTERPARTS. This Agreement 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. Signatures sent by facsimile shall be deemed original
signatures.


                                 12                                 CONFIDENTIAL
<PAGE>
                                    EXHIBIT E
                                AOL LOOK AND FEEL

                              INTENTIONALLY DELETED



                                                                    CONFIDENTIAL
<PAGE>
                                    EXHIBIT F

                          TECHNICAL OPERATING STANDARDS

1.    Customized Site Infrastructure. HS will be responsible for all
      communications, hosting and connectivity costs and expenses associated
      with the Customized Site. HS will provide all hardware, software,
      telecommunications lines and other infrastructure necessary to meet
      traffic demands on the Customized Site from the AOL Network. HS will
      design and implement the infrastructure and network between the AOL
      Network and Customized Site such that (i) no single component failure over
      which HS exercises control will have a materially adverse impact on AOL
      Users seeking to reach the Customized Site from the AOL Network and (ii)
      sufficient bandwidth is maintained to handle sustained load and regular
      spikes in traffic. In the event that HS elects to create a custom version
      of the Customized Site in order to comply with the terms of this
      Agreement, HS will bear responsibility for all aspects of the
      implementation, management and cost of such customized site.

2.    Optimization; Speed. HS will use commercially reasonable efforts to ensure
      that: (a) the functionality and features within the Customized Site are
      optimized for the client software then in use by AOL Members; and (b) the
      Customized Site is designed and populated in a manner that minimizes
      delays when AOL Users attempt to access such site. At a minimum, HS will
      ensure that the Customized Site's data transfers initiate within fewer
      than [*] ([*]) seconds on average, excluding HS feeds to AOL DCI. Prior to
      commercial launch of any material promotions described herein, HS will
      permit AOL to conduct performance, load and browser compatibility testing
      of the Customized Site (in person or through remote communications), with
      such commercial launch not to commence until such time as AOL is
      reasonably satisfied with the results of any such testing.

3.    Technical Problems. HS agrees to use commercially reasonable efforts to
      address material technical problems (over which HS exercises control)
      affecting use by AOL Users of the Customized Site (a "HS Technical
      Problem") promptly following notice thereof. In the event of a HS
      Technical Problem (including, without limitation, infrastructure
      deficiencies producing user delays), AOL will have the right to regulate
      the promotions it provides to HS hereunder until such time as HS corrects
      the HS Technical Problem at issue.

4.    Monitoring. HS will ensure that the performance and availability of the
      Customized Site is monitored on a continuous basis. HS will provide AOL
      with contact information (including e-mail, phone, pager and fax
      information, as applicable, for both during and after business hours) for
      HS's principal business and technical representatives, for use in cases
      when issues or problems arise with respect to the Customized Site.

5.    Telecommunications. Where applicable, HS will utilize encryption
      methodology to secure data communications between the Parties' data
      centers.

6.    Security. On non-email transfers HS will utilize Internet standard
      encryption technologies (e.g., Secure Socket Layer - SSL) to provide a
      secure environment for conducting transactions and/or transferring private
      AOL User information (e.g. credit card numbers, banking/financial
      information, and user address information) to and from the Customized
      Site. AOL may periodically conduct reviews of the Customized site (hosting
      infrastructure) in conjunction with, and facilitated by, HS in order to
      evaluate any potential security risks of such site. HS will use
      commercially reasonable efforts to promptly remedy any security risks or
      breaches of security as may be identified.

7.    Technical Performance.

      i.    HS will design the Customized Site to support the AOL-client
            embedded versions of the Microsoft Internet Explorer 4.5 and higher
            (Windows and Macintosh)and the Netscape Browser 4.7and 6.XX and make
            commercially reasonable efforts to support all other AOL browsers
            listed at: "http://webmaster.info.aol.com."

      ii.   To the extent HS creates customized pages on the Customized Site for
            AOL Members, HS shall develop and employ a methodology to detect AOL
            Members.

      iii.  HS will periodically review the technical information made available
            by AOL at http://webmaster.info.aol.com.

      iv.   HS will design its site to support HTTP 1.0, 1.1 or later protocol
            as defined in RFC 1945 and to adhere to AOL's parameters for
            refreshing or preventing the caching of information in AOL's proxy
            system as outlined in the document provided at the following URL:
            http://webmaster.info.aol.com. HS is responsible for the
            manipulation of these parameters in web-based objects so as to allow
            them to be cached or not cached as outlined in RFC 1945.

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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.


                                                                    CONFIDENTIAL
<PAGE>
      v.    Prior to releasing major or material new functionality through the
            Customized Site ("New Functionality"), HS will use commercially
            reasonable efforts to (i) test the New Functionality to confirm its
            compatibility with AOL Service client software and (ii) provide AOL
            with notice of the New Functionality so that AOL can perform tests
            of the New Functionality to confirm its compatibility with the AOL
            Service client software. Should any new material, new functionality
            or features through the Customized Site be released without
            notification to AOL, AOL will not be responsible for any adverse
            user experience until such time that compatibility tests can be
            performed and the new material, functionality or features qualified
            for the AOL Service.

8.    AOL Internet Services HS Support. AOL will provide HS with access to the
      standard online resources, standards and guidelines documentation,
      technical phone support, monitoring and after-hours assistance that AOL
      makes generally available to similarly situated web-based partners. AOL
      support will not, in any case, be involved with content creation on behalf
      of HS or support for any technologies, databases, software or other
      applications which are not supported by AOL or are related to any HS area
      other than the Customized Site. Support to be provided by AOL is
      contingent on HS providing to AOL demo account information (where
      applicable), and will make reasonable efforts to provide a detailed
      description of the relevant areas of the Customized Site's software,
      hardware and network architecture and access to a replicated Quality
      Assurance environment of the Customized Site for purposes of such
      performance and load testing as AOL elects to conduct.

9.    Industry Standards. In addition to the foregoing standards, and if and to
      the extent site standards are not established in this Exhibit with respect
      to any other aspect or portion of the Customized Site (or the Products or
      other Content contained therein), HS shall provide such aspect or portion
      at a level of accuracy, quality, completeness, and timeliness which meets
      or exceeds prevailing standards in the applicable industry.

10.   AOL Style Guidelines. HS will be in compliance with the AOL Style
      Guidelines as available through the following link:
      http://styleguide.aol.com.


                                  2                                 CONFIDENTIAL
<PAGE>
                                    EXHIBIT G
                                OFFLINE PROMOTION

In (a) all HS television advertisements lasting 30 seconds or longer that
include any reference to the HS Properties (a "REFERENCE") and (b) all HS print
advertisements that are greater than one-half (1/2) of the page size of the
publication in which they appear and that include a Reference, HS shall
prominently promote the Customized Sites' availability through America Online(R)
and include prominent specific references or mentions (verbally where possible)
of the Customized Sites' availability through America Online(R) except where the
written, generally applicable policies of the publisher prohibits the mention of
the HS Properties' availability through America Online or where creative
execution does not permit such promotion; provided however, that in
advertisements that for policy or creative reasons do not include AOL's
"keywords" in an advertisement, HS will provide AOL with mutually agreed
alternative cross promotion. In all other HS television, radio and print
advertisements which include a Reference, HS will use commercially reasonable
good faith efforts to prominently promote the Customized Sites' availability
through America Online(R) and include prominent specific references or mentions
(verbally where possible) of the Customized Sites' availability through America
Online(R) except where not possible due to space and programming constraints, or
where the creative execution does not permit such promotion. Listing of the
"URL(s)" for the Generally Available Sites in any of HS' advertisements will be
accompanied by the AOL "keyword" for the Customized Site. The foregoing
notwithstanding, in the case of advertisements acquired or arranged on a
cooperative basis with any third party and over which HS therefore does not have
editorial control, and which include a Reference, HS shall use commercially
reasonable good faith efforts to prominently promote the Customized Sites'
availability through America Online(R) and include prominent specific references
or mentions (verbally where possible) of the Customized Sites' availability
through America Online(R).


                                                                    CONFIDENTIAL
<PAGE>
                                    EXHIBIT H
                            HOME CHANNEL SCREEN SHOTS


                                                                    CONFIDENTIAL
<PAGE>
                                    EXHIBIT I
                           AOL EXCLUSIVE RELATIONSHIPS

*** Subject to revision by AOL in accordance with the provisions of the
Agreement***
CATEGORY
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*] (Corporate event/company sponsored investor-related events)
[*]
[*]
[*]
[*]
[*] (i.e., in retail locations)
[*]

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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.


                                                                    CONFIDENTIAL
<PAGE>
CATEGORY
[*]
[*]
[*]
[*] (for market research purposes)
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]; provided, however, that inclusion of this item on the initial Exhibit I
shall not preclude HS from promoting its "Find a Realtor," "Find a Lender,"
"Find a Mover," "Find a Builder," or "Find Self-Storage" functionality within
the Customized Programming"

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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.


                                                                    CONFIDENTIAL
<PAGE>
                                    EXHIBIT J
                            HOMESTORE EMPLOYEE OFFER

HS employees that are located in the United States and not current AOL Members
(the "EMPLOYEES") shall be entitled to receive the following offer during the
sixty (60) day period immediately succeeding the Package Delivery Date (as
defined below) in accordance with the terms herein (the "EMPLOYEE OFFER"):
unlimited access to the AOL Service for a subscription fee of $[*] per month for
one year from registration (the "DISCOUNT PERIOD"). AOL shall, at its expense,
deliver 1,800 AOL Packages to HS on a date no later than forty five (45) days
following the Effective Date (the "PACKAGE DELIVERY DATE"). HS shall promptly
notify all Employees of the availability of the Offer Request; provided that all
communications by HS relating to the Employee Offer shall be subject to AOL's
prior written approval (which may be provided via e-mail), not to be
unreasonably withheld. HS shall provide one (1) AOL Package to each Employee
electing to participate in the Employee Offer. HS shall be responsible for the
costs and expenses associated with its distribution or promotional obligations
set forth under this Exhibit J. As used herein, "AOL PACKAGE" means an
AOL-supplied CD-ROM containing the AOL Software and related promotional and
packaging materials included therewith and "AOL SOFTWARE" means the proprietary
software used to connect to and use the AOL Service.

Each Employee participating in the Employee Offer must register for the AOL
Service during the two (2) month period immediately succeeding the Package
Delivery Date and agree to the terms and conditions of the AOL Service. The
Parties acknowledge that each Employee shall be responsible (and in no event
shall AOL or HS be responsible) for (i) the actions taken by any such Employee
under or through his or her AOL Service account, which actions are subject to
AOL's applicable Terms of Service and (ii) for any surcharges, including,
without limitation, all premium charges, transaction charges, and any applicable
communication surcharges incurred by any AOL Service account issued to any such
Employee. HS understands and agrees that each AOL Service account offered to
Employees hereunder may only be provided to an Employee and may not be sold,
bartered, exchanged or otherwise provided to any other person or entity for use
by such person or entity (the "EMPLOYEE USAGE REQUIREMENT"). AOL shall have the
right to terminate immediately any such AOL Service account for violation of
AOL's Terms of Service or the Employee Usage Requirement, and shall have no
obligation to reinstate or replace any such terminated AOL Service account.
Following the Discount Period for each Employee participating in the Employee
Offer hereunder, continued use of such Employee's AOL Service account
established pursuant to the Employee Offer will be subject to payment by the
applicable Employee of AOL's then-standard monthly subscription fee for the AOL
Service.

AOL DOES NOT MAKE, AND HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE AOL SOFTWARE, THE AOL PACKAGES, OR
ANY OTHER AOL DELIVERABLES UNDER THIS EXHIBIT J, INCLUDING ANY IMPLIED WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND
IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.


----------
[*]   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

</TEXT>
</DOCUMENT>
