SETTLEMENT AGREEMENT AND RELEASES

Exhibit 10.1

SETTLEMENT AGREEMENT AND RELEASES

          This Settlement Agreement and Releases (the “Agreement”) is made as of September 20, 2005, between Stuart H. Wolff (“Wolff”) and Homestore, Inc., formerly known as Homestore.com, Inc. (“Homestore”). Wolff and Homestore are referred to collectively herein as the “Parties”.

          WHEREAS, Wolff was formerly a director, officer and employee of Homestore;

          WHEREAS, Wolff maintains that he has been made a party to, or is otherwise involved in, various actions, suits and/or proceedings, and may be made a party to, or be otherwise involved in, additional actions, suits and/or proceedings in the future, by reason of the fact that Wolff was a director, officer and/or employee of Homestore (collectively, the “Underlying Proceedings”);

          WHEREAS, Wolff maintains that he has incurred and will continue to incur substantial expenses, liabilities, and/or losses (including but not limited to attorneys’ fees and other defense costs) in connection with the Underlying Proceedings (collectively, “Eligible Costs”);

          WHEREAS, on or about July 1, 2005, Wolff filed a Complaint for Advancement against Homestore in the Court of Chancery of the State of Delaware in and for New Castle County, Stuart H. Wolff v. Homestore, Inc., C.A. No. 1473-N (the “Litigation”), seeking the advancement, pursuant to Section 6.2 of the Bylaws of Homestore and the Delaware General

Corporation Law, of certain expenses (including attorneys’ fees) incurred by him in connection with certain of the Underlying Proceedings;

          WHEREAS, Wolff also asserts claims for and rights to indemnification by Homestore pursuant to the Bylaws of Homestore, an indemnity agreement dated December 18, 2001, and Section 145 of the Delaware General Corporation Law;

          WHEREAS, the Parties wish to avoid the inherent burden, expense, and uncertainties associated with litigation and to resolve and settle the claims and controversies between them, and to provide for certain agreement upon the terms and conditions set forth in this Agreement.

          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

I. Payment of Eligible Costs

          In full satisfaction of any claims Wolff may have with respect to the payment or reimbursement by Homestore of Eligible Costs incurred or to be incurred by Wolff, Homestore agrees to make the following payments, up to a maximum of $11,000,000.00 (Eleven Million Dollars), as follows:

          (A) On the Effective Date of this Agreement (as defined in Section VII below), Homestore will pay Wolff the amount of $7,648,021.22 in reimbursement of all Eligible

leave of absence, medical condition or disability (as defined by the Americans with Disabilities Act, or any other state or local law), claims under the Age Discrimination in Employment Act and/or the Older Workers Benefit Protection Act, or any other unlawful discrimination, breach of implied or express contract, breach of promise, misrepresentation, negligence, fraud, estoppel, defamation, infliction of emotional distress, loss of consortium, violation of public policy or wrongful or constructive discharge, and for attorneys’ fees.

          Wolff agrees that this release includes a full and final release of all unknown and unsuspected claims or damages that, if known, might have affected his decision to enter into this Agreement and release, as well as a release of any and all claims now known or disclosed that arise as a result of any act or omission occurring before the Effective Date of this Agreement. Therefore, as to any and all such claims, Wolff waives any and all rights or benefits under the terms of Section 1542 of the California Civil Code, which provides as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor”,

and under any and all similar provisions contained in the laws of any and all other jurisdictions, within and without the United States, to the fullest extent that he may lawfully so waive all such rights and benefits. Wolff may hereafter discover facts related to the claims released herein in addition to or different from those which he believed to be true on the date of this Agreement.

The claims released herein shall, nonetheless, be deemed to be fully, finally, and forever settled and released upon the execution of this Agreement, without regard to the subsequent discovery or existence of such additional or different facts.

     B. Release by Homestore

          In consideration for the release set forth in Section II(A) above, and except to enforce Wolff’s obligations under this Agreement, Homestore, on behalf of itself and each of its present and former parents, subsidiaries, divisions, and affiliates and each of their predecessors, successors and assigns, irrevocably releases and discharges Wolff, members of Wolff’s immediate family, entities controlled by Wolff, trusts for which Wolff is or was a beneficiary, trustee or trustor, partnerships for which Wolff is or was a partner, companies and corporations of which Wolff is or was a majority or controlling owner, shareholder or member, and each of their present and former agents, attorneys, predecessors, parents, subsidiaries, affiliates, heirs, executors, administrators, successors and assigns (all, collectively, the “Wolff Releasees”), from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, in law, admiralty or equity, which against any Wolff Releasee, Homestore and/or any of its present and former parents, subsidiaries, divisions, and affiliates and/or any of their predecessors, successors and assigns ever had, now has or hereafter can, shall or may have, for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the Effective Date.

          Without in any way limiting the generality of the foregoing release, and without regard to whether facts and circumstances may change in the future that might otherwise arguably affect such rights or claims (e.g., any decision or outcome adverse to Wolff in any of the Underlying Proceedings), Homestore irrevocably releases and discharges the Wolff Releasees for all time from any rights or claims, whether arising under the Bylaws of Homestore, the Delaware General Corporation Law, common law, or the indemnity agreement dated December 18, 2001, the undertaking provided to Homestore by Wolff and/or any other source or theory, for repayment or recoupment of amounts paid to Wolff as advancement of expenses or as indemnification (including the settlement payments made under this Agreement for Eligible Costs), and from any claims for fraud, negligence or breach of fiduciary duty, or for contribution or indemnity (including claims with respect to any actions that may be filed against Homestore or others in the future). Homestore acknowledges that this release prohibits Homestore from ever seeking repayment or recoupment from any Wolff Releasee of amounts paid to Wolff as advancement of expenses or as indemnification (including the settlement payments made under this Agreement for Eligible Costs).

          Homestore agrees that this release includes a full and final release of all unknown and unsuspected claims or damages that, if known, might have affected its decision to enter into this Agreement and release, as well as a release of any and all claims now known or disclosed that arise as a result of any act or omission occurring before the Effective Date of this Agreement. Therefore, as to any and all such claims, Homestore waives any and all rights or benefits under the terms of Section 1542 of the California Civil Code, which provides as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor”,

and under any and all similar provisions contained in the laws of any and all other jurisdictions, within and without the United States, to the fullest extent that it may lawfully so waive all such rights and benefits. Homestore may hereafter discover facts related to the claims released herein in addition to or different from those which it believed to be true on the date of this Agreement. The claims released herein shall, nonetheless, be deemed to be fully, finally, and forever settled and released upon the execution of this Agreement, without regard to the subsequent discovery or existence of such additional or different facts.

III. Released Claims

          Each of the Parties agrees and covenants that he or it will not file or cause to be filed any lawsuit, arbitration or other proceeding asserting any claim released by the foregoing releases. In the event a Party files any such lawsuit, arbitration or other proceeding that is determined to be encompassed by the foregoing releases, the Party so filing will indemnify the other Party for all costs incurred in defending or otherwise responding to such lawsuit, arbitration or proceeding, including attorneys’ fees. The foregoing does not in any way limit any other remedies available to the Parties for breach of this Agreement.

IV. The Litigation

          Upon execution of this Agreement, counsel for Wolff will deliver to counsel for Homestore a copy of an executed Notice of Dismissal with Prejudice substantially in the form annexed hereto as Exhibit A. The original executed Notice of Dismissal with Prejudice will be filed in the Chancery Court by counsel for Wolff as soon as practicable following actual receipt by Wolff of the payment required by Section I(A).

V. Myers Litigation

          To the extent that Homestore enters into a settlement of Michael Myers, et al., v. Homestore, Inc., et al., Case No. BC 312115, presently pending in the Superior Court of the State of California for the County of Los Angeles, Homestore will secure, as part of such settlement, a complete release and dismissal with prejudice of the claims against Wolff, including any actual or potential cross-claims against Wolff for contribution or indemnity. Nothing in this paragraph shall in any way obligate Homestore to advance or indemnify Wolff’s defenses costs or any judgment entered against Wolff in the Myers case, other than as set forth in Section I of this Agreement.

VI. No Admission of Liability

          Neither this Agreement, nor anything contained herein shall be construed as an admission by any Party that he or it has in any respect violated or abridged any federal, state, or local law or any contractual or other right or obligation that he or it may owe or may have owed to the other Party.

VII. Effective Date

          Although this Agreement is dated as of September 20, 2005 and has been executed as of that day, the parties acknowledge that Wolff shall have a period of seven (7) days from September 20, 2005 in which he may consider and revoke this Agreement. Accordingly, the parties acknowledge that this Agreement shall not become effective unless and until, after the expiration of seven (7) days after September 20, 2005 (the “Effective Date”), Wolff has not revoked the Agreement. In the event Wolff revokes this Agreement pursuant to this paragraph, this Agreement shall be null and void ab initio.

VIII. Governing Law

          This Agreement shall be subject to, governed by, and construed and enforced pursuant to the laws of the State of Delaware without regard to its choice of law principles, and the parties agree to the non-exclusive jurisdiction of the respective state and federal courts of Delaware for the resolution of any disputes concerning the interpretation and/or enforcement of this Agreement.

IX. Entire Agreement

          This Agreement constitutes the entire agreement between and among the Parties regarding the subject matter hereof, superseding all prior written and oral agreements. Without limiting the foregoing, the Parties expressly agree that any and all prior oral or written agreements concerning the employment of Wolff (including but not limited to the indemnity agreement dated December 18, 2001 and the undertaking subsequently provided to Homestore by

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Wolff in relation to advancement of attorneys’ fees and defense costs) are terminated, canceled and of no further force or effect.

          With respect to the subject matter of this Agreement, no Party shall be bound by any representations, warranties, promises, statements or information unless set forth herein. This Agreement has been jointly drafted by the Parties, none of whom shall be deemed to be its drafter for purposes of any rule of law which construes a document against the person who drafted it.

X. Voluntary Execution and Representation by Counsel

          The Parties acknowledge that they have carefully read this Agreement and understand all of its terms including the full and final release of claims set forth above. The Parties further acknowledge that they have voluntarily entered into this Agreement; that they have not relied upon any representation or statement, written or oral, not set forth in this Agreement; that the only consideration for signing this Agreement is as set forth herein; and that they have had this Agreement reviewed by their attorneys and have received advice from their attorneys with which they are satisfied. Wolff acknowledges and represents that Homestore has given Wolff a period of at least twenty-one (21) days in which to consider this Agreement.

XI. No Other Existing Suits

          Except for the Litigation, the Parties represent and warrant that they do not presently have on file any claims, charges, grievances, actions, appeals, or complaints against one

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another in or with any administrative, state, federal or governmental entity, agency, board or court, or before any other tribunal or panel or panel of arbitrators, public or private.

XII. Ownership of Claims

          The Parties represent and warrant that they are the sole and lawful owners of all rights, title and interest in and to all released matters, claims and demands referred to herein.

XIII. Non-Disparagement

          Subject to obligations under applicable laws and regulations, each Party agrees not to make any statements or comments to any third party or entity that disparage the reputation of the other Party. “Disparage”, as used in this section, means to make any statement, written or oral, that casts another party in a negative light of any kind, or implies or attributes any negative quality to another party. This section shall have no application to communications with government entities, officials or representatives or to any deposition, trial or other testimony given in any actions, suits and/or proceedings.

XIV. Severability

          The provisions of this Agreement are severable. If any one of the provisions contained herein, or the application thereof in any manner or circumstance, is held invalid, illegal or unenforceable in any respect and for any reason, the validity, legality and enforceability of any such provision is every other respect and of the remaining provisions hereof shall not be affected or impaired in any way, it being intended that all of the parties’ rights and privileges arising hereunder shall be enforceable to the fullest extent permitted by law.

XV. Cooperation

          Each of the Parties shall execute such other and further documents and do such other and further acts as may be reasonably required to effectuate the intent of the Parties and carry out the terms of this Agreement.

XVI. Valid Authority

          All persons executing this Agreement, or any related settlement documents, represent and warrant that they have the full authority to do so and that they have the authority to take appropriate action required or permitted to be taken pursuant to the Agreement to effectuate its terms. Without limiting the generality of the foregoing, Homestore represents and warrants that this Agreement and the promises and actions set forth herein have been approved by its Board of Directors at a meeting duly and properly called, and that Homestore’s officers and agents have been duly authorized by the Board of Directors to take all appropriate actions to effectuate the terms of this Agreement.

XVII. Successors and Assigns

          It is expressly understood and agreed by the Parties that this Agreement and all of its terms shall be binding upon the Parties’ respective heirs, executors, trustees, administrators, successors and assigns.

XVIII. Counterparts

          This Agreement may be executed by the Parties in counterparts, each of which shall be deemed an original, and all of which shall be deemed to constitute but one and the same instrument.

XIX. Amendment or Modification

          No amendment or modification of the Agreement shall be valid unless it is in writing and signed by the Parties hereto.

EXHIBIT A

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

IN AND FOR NEW CASTLE COUNTY

STUART H. WOLFF,							)
							)
							)
				Plaintiff,			)
							)
		- against -					)			C.A. No. 1473-N
							)
HOMESTORE, INC.,							)
							)
				Defendant.			)
							)

NOTICE OF DISMISSAL WITH PREJUDICE

     PLEASE TAKE NOTICE that plaintiff Stuart H. Wolff, by and through his undersigned counsel and pursuant to Court of Chancery Rule 41(a)(1), hereby dismisses with prejudice the within-captioned action.

		POTTER ANDERSON & CORROON LLP
		By
				Arthur L. Dent (#2491)
				1313 N. Market Street
				P.O. Box 951
				Wilmington, DE 19899
				(302)  ###-###-####
		Attorneys for Plaintiff

OF COUNSEL:

Paul, Hastings, Janofsky & Walker, LLP
Howard M. Privette
515 South Flower Street — 25^th Floor
Los Angeles, CA 90071

Dated: September ___, 2005