Employment Agreement - Homestore.com Inc. and Steve Ozonian


                               M E M O R A N D U M
                               -------------------

                                 March 29, 2002

To:   Steve Ozonian

From: Jack Dennison

Re:   Your compensation
      -----------------

I am pleased to confirm your new compensation package, which consists of the
following:

     .    an annual base salary of $325,000, effective as of January 21, 2002,
          payable in accordance with Homestore's payroll policy;
     .    Executive will receive the Company's customary employee benefits
          package for similarly situated executives of the Company including
          full participation in current and future group health insurance plans.
          Executive shall be entitled to vacation in accordance with the
          policies as periodically established by the Board of Directors for
          similarly situated executives of the Company, which shall in no event
          be less than four weeks per year;
     .    an option grant of 400,500 options, effective as of January 17, 2002,
          at an exercise price of $2.25 per share, which grant, in the
          aggregate, is equal to 90 percent of your options that were
          out-of-the-money as of such date; such options will vest ratably, on a
          monthly basis, and will be fully vested, subject to the terms and
          conditions of the option agreement reflecting the grant, 48 months
          from the date of grant;
     .    an option grant of 555,000 options, effective as of January 24, 2002,
          at an exercise price of $1.76 per share such options will be subject
          to six-month cliff vesting, will then vest ratably, on a monthly basis
          over the remaining term of the option, and will be fully vested,
          subject to the terms and conditions of the option agreement reflecting
          the grant, 48 months from the date of grant;
     .    eligibility for an annual bonus for 2002, with a "target" bonus of 100
          percent of your annual base salary, subject to achievement of certain
          goals and objectives (to be determined and discussed with you at a
          later date), with the ability to earn a bonus of up to 200 percent of

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          your annual base salary, subject to exceeding such goals and
          objectives (again, to be determined and discussed with you at a later
          date);
     .    in consideration of your entering into the Executive Retention and
          Severance Agreement between you and Homestore.com, Inc. (the
          "Company") referenced below, the Company will pay you the sum of
          $400,000.00 on May 15, 2002, provided that you remain an employee of
          the Company through May 15, 2002; and
     .    with regard to the bonuses referenced above, we jointly will endeavor
          to establish mutually acceptable goals and objectives for each fiscal
          year against which your eligibility for such bonuses will be measured.

In addition, enclosed with this memorandum are two copies of an Executive
Retention and Severance Agreement to be entered into between Homestore and you.
Kindly execute both copies and return them to me. After the Agreement has been
executed on behalf of Homestore, we will return one executed copy to you.

Separately, you will be receiving Option Agreements reflecting the option grants
described above.

If you have any questions, please feel free to drop by or give me a call.


-----------------------------
Jack Dennison
Chief Operating Officer

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