America Online

(AOL)

said on Monday that it had entered into a five-year deal to market

Homestore.com's

(HOMS)

real estate and home services on its Web sites.

Under the terms of the deal, AOL will receive 3.9 million shares of Homestore.com and $20 million in cash. Based on Homestore.com's closing price on Friday, the stock portion of the deal is valued at $71.2 million. Homestore will also issue a $90 million letter of credit in case Homestore.com's stock does not meet certain performance targets.

AOL, of Dulles, Va., will establish a new home-related channel on its site that will offer its 22 million users access to an inventory of apartment and new home listings as well as information for moving, remodeling and furnishing.

Homestore.com will be the exclusive provider of real estate, moving and other home-related services across AOL,

AOL.com

,

CompuServe

,

Netscape Netcenter

and

Digital City

.

Homestore.com, of Thousand Oaks, Calif., said it has over 3 million unique users at its sites each month, making it the leading home and real estate-related network on the Internet.

AOL closed Friday down 1/16 at 59 15/16 while Homestore.com finished up 1 5/8 at 18 1/4. (AOL finished Monday trading down 3/8, or 0.6%, at 59 5/8. Homestore.com closed up 4 5/8, or 25%, at 22 7/8.)