On February 8, 2009, Tree.com, Inc. (the "Company") entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Douglas R. Lebda, the Company's Chairman and Chief Executive Officer. Pursuant to the Stock Purchase Agreement, Mr. Lebda will purchase 935,000 shares of common stock (the "Stock") from the Company at a purchase price of $3.91 per share for an aggregate purchase price of $3,655,850. The purchase price represents the closing market price of the common stock on the day prior to the execution of the Stock Purchase Agreement. Mr. Lebda will close on the purchase of 50% of the Stock within five business days of the date of the Stock Purchase Agreement and will close on the purchase of the balance of the Stock within 60 days after the initial closing.

The Stock is subject to certain transfer restrictions and vests over a 24-month period. Unvested Stock held by Mr. Lebda is subject to a repurchase option in favor of the Company at $3.91 per share in the event of a change of control of the Company or if Mr. Lebda's employment with the Company terminates for any reason other than (i) death, (ii) Disability, (iii) the Company's termination of his employment without Cause or (iv) Mr. Lebda's resignation from the Company for Good Reason (with such terms having the meaning provided them under Mr. Lebda's employment agreement).

Reference is hereby made to the sale of Stock of the Company to Douglas R. Lebda pursuant to the Stock Purchase Agreement as described in Item 1.01 above. The issuance of the Stock was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.

(d) Exhibits.

Exhibit No.                                Description

10.1           Stock Purchase Agreement, dated February 8, 2009, between
               Tree.com, Inc. and Douglas R. Lebda