0001193125-05-054368 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 18th, 2005 • HouseValues, Inc. • Real estate agents & managers (for others) • Washington

This Stock Purchase Agreement (this “Agreement”) is made as of this 27th day of June, 2003, among HouseValues, Inc., a Washington corporation (“Buyer”), David and Suzanne Huey (the “Shareholders”), and Soar Solutions, Inc., an Illinois corporation (the “Company”).

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AMENDMENT TO INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • March 18th, 2005 • HouseValues, Inc. • Real estate agents & managers (for others) • Washington

This Amendment (this “Amendment”) to the Amended and Restated Investors’ Rights Agreement, dated as of April 22, 2004, is entered into and effective as of August 24, 2004, by and among HouseValues, Inc., a Washington corporation (the “Company”), and each of the parties listed on the signature page hereto.

TRANSITION AND CONSULTING AGREEMENT
Transition and Consulting Agreement • March 18th, 2005 • HouseValues, Inc. • Real estate agents & managers (for others) • Washington

This Transition and Consulting Agreement (this “Agreement”), dated as of May 14, 2003, is entered into by Phil Davis (“Davis”) and HouseValues, Inc. (“HouseValues”).

HOUSEVALUES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT April 22, 2004
Agreement • March 18th, 2005 • HouseValues, Inc. • Real estate agents & managers (for others) • Washington

This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of the 22nd day of April, 2004, by and among HouseValues, Inc., a Washington corporation (the “Company”), and the investors listed on Schedule A hereto (individually, an “Investor” and collectively, the “Investors”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 18th, 2005 • HouseValues, Inc. • Real estate agents & managers (for others)

This Employment Agreement (this “Agreement”), dated as of May 13, 2004, between House Values, Inc., a Washington corporation (“Employer”), and Ian Morris (“Executive”), an individual resident of the State of Washington, is effective as of the date first written above.

SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • March 18th, 2005 • HouseValues, Inc. • Real estate agents & managers (for others) • Washington

THIS SEPARATION AGREEMENT AND RELEASE (the “Agreement”) is entered into by Robert Schulze (hereinafter referred to as “Employee”) and HouseValues Inc., its parent, affiliates, subsidiaries, officers, directors, and managers (hereinafter referred to as “HouseValues Inc.” or “Employer”).

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • March 18th, 2005 • HouseValues, Inc. • Real estate agents & managers (for others)

This Pledge and Security Agreement (this “Pledge Agreement”) is entered into March 23, 2004 by and between HouseValues, Inc., a Washington corporation (the “Company”), and Robert Schulze (“Purchaser”).

ESCROW AGREEMENT
Escrow Agreement • March 18th, 2005 • HouseValues, Inc. • Real estate agents & managers (for others) • Washington
HOUSEVALUES, INC.
Letter Agreement • March 18th, 2005 • HouseValues, Inc. • Real estate agents & managers (for others)

We are pleased to inform you that you have been selected by the Company to receive a stock option (the “Option”) to purchase shares (the “Option Shares”) of the Company’s Common Stock under the Company’s 1999 Stock Incentive Plan, as amended (the “Plan”).

RELEASE AGREEMENT
Release Agreement • March 18th, 2005 • HouseValues, Inc. • Real estate agents & managers (for others) • Washington

THIS RELEASE AGREEMENT (the “Agreement”) is entered into by Michael G. Andrews (hereinafter referred to as “Employee”) and HouseValues, its parent, affiliates, subsidiaries, officers, directors, and managers (hereinafter referred to as “HouseValues” or “Employer”).

TRANSITION EMPLOYMENT AGREEMENT
Transition Employment Agreement • March 18th, 2005 • HouseValues, Inc. • Real estate agents & managers (for others)

This Transition Employment Agreement (this “Agreement”), dated as of 4 August 2003, between HouseValues, Inc. (“Employer”), and Michael G. Andrews (“Employee”);

COMMERCIAL LEASE
Commercial Lease • March 18th, 2005 • HouseValues, Inc. • Real estate agents & managers (for others) • Washington

THIS LEASE, dated as of the 20TH day of March, 2002, is between 15 LAKE BELLEVUE LLC, a Washington limited liability company (“Lessor”) and HouseValues.com, Inc., a Washington corporation (“Lessee”).

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