Exhibit 10.1


         THIS PROMISSORY NOTE AND THE COMMON STOCK ISSUABLE UPON THE CONVERSION
         OF THIS NOTE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
         HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
         AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS
         NOT REQUIRED UNDER SUCH ACT.


                           CONVERTIBLE PROMISSORY NOTE


Principal Amount: US$500,000                            Dated: February 15, 2005


         FOR VALUE RECEIVED, HomeNet Corporation, a Delaware corporation
("Company"), promises to pay to the order of Murray Richards ("Lender"), in
accordance with the terms hereof, the principal sum of Five Hundred Thousand and
no/100 U.S. Dollars (US $500,000.00), together with interest thereon as set
forth herein.

         The principal amount of this Note shall bear interest from the date
hereof at a per annum variable rate, adjusted quarterly ("Interest Rate"), equal
to the Prime Rate plus one percentage point (prime + 1%). As used herein, "Prime
Rate" shall mean the per annum prime rate of interest published from time to
time by the Wall Street Journal. If at any time the Wall Street Journal ceases
to publish such a prime interest rate, there shall be substituted therefor the
per annum prime rate publicly announced from time to time by Bank of America or
its successor.

1. Payments.

         1.1 Unless converted or accelerated pursuant to the terms of this Note,
principal and interest hereunder shall be due and payable to Lender 90 days from
the date hereof ("Maturity Date"). All payments of principal and/or interest
under this Note will be made in lawful money of the United States in immediately
available funds or the equivalent at such address as Lender may designate in
writing.

         1.2 The Company may not prepay this Note in full at any time. All
payments made hereunder shall be in lawful money of the United States and shall
be applied first to Lender's collection costs and attorneys fees, if any, second
to accrued but unpaid interest, and then to reduce the principal balance owing
on this Note. The acceptance by Lender of any payment under this Note which is
less than payment in full of all amounts due and payable at the time of such
payment shall not constitute a waiver of or impair, reduce, release or
extinguish any remedy of Lender, at that time or at any subsequent time.

         1.3 Notwithstanding anything herein to the contrary, in no event shall
the interest paid hereunder exceed the maximum amount permissible under
applicable law. If interest would otherwise be payable to Lender in excess of
the maximum lawful amount, the interest payable to Lender shall be reduced to
the maximum amount permitted under applicable law; and in the event that Lender
shall ever receive anything of value deemed interest by applicable law in excess
of the maximum lawful amount, an amount equal to any excessive interest shall be
applied to the reduction of the principal hereof and not to the payment of
interest, or if such excessive interest exceeds the unpaid balance of principal
hereof such excess shall be refunded to the Company.

         1.4 This Note is unsecured.



2. Conversion Rights.

         2.1 Optional Conversion. At any time prior to or following the Maturity
Date, the entire unpaid principal balance and all accrued and unpaid interest
may be converted, at Lender's election, into fully paid and nonassessable shares
of Common Stock as provided herein. Lender shall give written notice to Company
that Lender elects to convert the Note, which conversion shall be effective
twenty (20) days after Company's receipt of such notice ("Effective Date"). Upon
the Effective Date, the Company shall promptly issue and deliver to Lender a
certificate or certificates for the number of shares of Common Stock to which
Lender is entitled upon such conversion. Such conversion shall be deemed to have
been made immediately prior to the close of business on the Effective Date, and
the Lender shall be treated for all purposes as the record holder of such shares
of Common Stock on the Effective Date.

         2.2 Procedure Upon Conversion. No fractional shares of Common Stock
shall be issued upon conversion of this Note. In lieu of any fractional shares
to which the Lender would otherwise be entitled, the Company shall pay cash
equal to (a) such fraction, multiplied by (b) $1.50. The Company shall, as soon
as practicable after the delivery of Lender's notice of conversion, issue and
deliver at such office to the Lender, a certificate for the number of shares of
Common Stock to which the Lender is entitled and a check payable to the Lender
for any cash due with respect to fractional shares.

         2.3 Conversion Rate. This Note shall be convertible in accordance with
this Section 2 into such number of fully paid and nonassessable shares of Common
Stock as is equal to the quotient obtained by dividing (a) the aggregate
outstanding principal and accrued and unpaid interest due on the Effective Date,
by (b) $1.50.

3. Non-Waiver. The failure of Lender to enforce or exercise any right or remedy
provided in this Note or at law or in equity upon any default or breach shall
not be construed as waiving the rights to enforce or exercise such or any other
right or remedy at any later date. No exercise of the rights and powers granted
in or held pursuant to this Note by Lender, and no delays or omission in the
exercise of such rights and powers shall be held to exhaust the same or be
construed as a waiver thereof, and every such right and power may be exercised
at any time and from time to time.

4. Collection Fees. If this Note is placed in the hands of an attorney for
collection, the Company shall pay all of the unpaid principal and interest as
well as all reasonable counsel and expert fees and expenses incurred by Lender.
Lender shall also be entitled to the recovery of any counsel and expert fees and
expenses incurred by Lender in any bankruptcy proceeding of Company, whether to
protect Lender's interest, or in an effort to pursue or defend any claims,
motions or other matters arising in such proceedings.

5. Default. The following shall constitute a default under this Note:

         5.1 Failure of the Company to make any payments when due of principal,
interest or costs, expenses or charges required under this Note or any other
promissory note made by Company to the order of Lender;

         5.2 Company's breach of or failure to comply with any representation,
covenant or condition contained in this Note, or any other obligation of Company
in favor of Lender;

         5.3 The execution by the Company of a general assignment for the
benefit of creditors; the filing by or against the Company of any petition in
bankruptcy or any petition for relief under the provisions of the Federal
Bankruptcy Act, as amended, or any other state or federal law for the relief of
debtors and the continuation of such petition without dismissal for a period of
twenty (20) days or more; the appointment of a receiver or trustee to take
possession of any property or assets of the Company; the attachment of or
execution against any property or assets of the Company, which remains unstayed
for a period of twenty (20) days; or



         5.4 Consummation by the Company of a Corporate Event. The term
"Corporate Event" shall mean the liquidation, dissolution or winding up of the
Company, including but not limited to a share exchange or merger of the Company
(except (i) a merger into or with a wholly owned subsidiary of the Company with
requisite shareholder approval or (ii) a merger in which the beneficial owners
of the Company's outstanding capital stock immediately prior to such transaction
hold no less than 51% of the voting power in the resulting entity) or a sale of
all or substantially all of the assets of the Company.

6. Remedies Upon Default. Upon the occurrence of a default under this Note, the
entire principal balance of this Note and all interest and other costs, expenses
and charges thereon automatically shall immediately become due and payable
without notice or demand. This right shall be in addition to, and not in
limitation of, any and all other rights and remedies available to Lender at law
or in equity.

7. Certain Representations. The Company represents and warrants as follows:

         7.1 As of the date of this Note, the fully diluted capital of the
Company is 14,809,467 shares of Common Stock, assuming exercise of the option
pool and all outstanding convertible securities, rights, options and warrants,
and further assuming that the Stonebridge convertible debt will convert into
shares of Common Stock at a rate of $.50 per share. There are no shares of
Preferred Stock designated, issued or outstanding.

         7.2 All public filings made by the Company under the Securities
Exchange Act of 1934, as amended, are accurate and complete in all material
respects, subject to the Company's filing of a Form 8-K covering issues
previously disclosed to Lender.

8. Waiver. The Company hereby waives presentment, protest, notice of protest,
notice of nonpayment, notice of dishonor and any and all other notices or
demands relative to this Note and benefit of any statute of limitations with
respect to any action to enforce this Note.

9. Amendment. The terms and conditions of this Note shall not be waived,
altered, modified, amended, supplemented or terminated in any manner whatsoever
except by a written instrument, duly executed by Lender and the Company.

10. Binding Effect. This Note shall be binding upon the Company and its
successors and assigns and shall inure to the benefit of Lender, its successors,
endorsees and assigns, except that the Company may not assign or transfer any of
its rights or obligations hereunder without Lender's prior written consent,
which may be withheld in Lender's sole discretion.

11. Invalidity. Any provision of this Note which may be determined by a court of
competent authority to be prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

12. Governing Law. This Note shall be governed and construed in accordance with
the laws of the State of Washington (without regard to principles of conflicts
of laws). All suits and claims shall be made only in state or federal courts
located in Washington.

ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR
FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

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                [Signature Page to Convertible Promissory Note.]

EXECUTED as of the day and year first above written.


HOMENET CORPORATION

By: /s/ Mike Devine
---------------------
Name: Mike Devine
Title: CFO