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                                                                    EXHIBIT 4.07



                              eNEIGHBORHOODS INC.
                             1998 STOCK OPTION PLAN


Article 1.  PURPOSE OF THE PLAN.

     1.1  Purpose - The eNeighborhoods Inc. 1998 Stock Option Plan (the
          "Plan") is intended to provide employees of eNeighborhoods Inc. (the
          "Corporation") and any of its Subsidiaries an opportunity to acquire
          Class A Common Stock of the Corporation, having no par value and one
          vote per share (the "Common Stock").  The Plan is designed to help the
          Corporation attract, retain and motivate key employees to make
          substantial contributions to the success of the business.  Stock
          Options are granted under the Plan based on the Participant's level of
          responsibility and performance within the Corporation.

     1.2  Stock Options to be Granted - Incentive Stock Options within the
          meaning of Code Section 422(b) and Nonqualified Stock Options may be
          granted within the limitations of the Plan herein described.

Article 2.  DEFINITIONS.


     2.1  "Agreement" - The written instrument evidencing the grant of an
          Option.  A Participant may be issued one or more Agreements from time
          to time, reflecting one or more Options.

     2.2  "Board" - The Board of Directors of the Corporation.

     2.3  "Code" - The Internal Revenue Code of 1986, as amended.

     2.4  "Committee" - The committee (if any) which the Board appoints to
          administer the Plan.

     2.5  "Common Stock" - The Class A common stock of the Corporation (no par
          value, one vote per share) as described in the Corporation's Articles
          of Incorporation, or such other stock as shall be substituted
          therefor.

     2.6  "Corporation" - eNeighborhoods  Inc., a Pennsylvania corporation.

     2.7  "Employee" - Any key employee (including officers) of the
          Corporation or a Subsidiary.

     2.8  "Exchange Act" - The Securities Exchange Act of 1934, as amended.

     2.9  "Incentive Stock Option" - A stock option intended to satisfy the
          requirements of Code Section 422(b).

     2.10 "Nonqualified Stock Option" - A stock option other than an incentive
          stock option.

     2.11 "Optionee" - A Participant who is awarded a Stock Option pursuant to
          the provisions of the Plan.

     2.12 "Participant" - An Employee selected by the Committee to receive a
          grant of an Option under the Plan.

     2.13 "Plan" - The eNeighborhoods Inc. 1998 Stock Option Plan.

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     2.14 "Retirement" - The voluntary termination of employment upon or
          following the attainment of age sixty-five.

     2.15 "Securities Act" - The Securities Act of 1933, as amended.

     2.16 "Stock Option" or "Option" - An award of a right to purchase Common
          Stock pursuant to the provisions of the Plan.

     2.17 "Subsidiary" - A subsidiary corporation as defined in Code Section
          424(f) that is a subsidiary of the Corporation.

Article 3.  ADMINISTRATION OF THE PLAN.

     3.1  The Committee - In the event the Board determines not to directly
          administer the Plan, the Plan shall be administered by a Committee of
          the Board composed of two or more of its members.  The Board may from
          time to time remove members from, or add members to, the Committee.
          Vacancies on the Committee, howsoever caused, shall be filled by the
          Board.  In the event the Board determines to administer the Plan
          directly, all references to the Committee shall be deemed references
          to the Board.

     3.2  Powers of the Committee -

          (a)  The Committee shall be vested with full authority to make such
               rules and regulations as it deems necessary or desirable to
               administer the Plan and to interpret the provisions of the Plan,
               unless otherwise determined by a majority of the disinterested
               members of the Board.  Any determination, decision or action of
               the Committee in connection with the construction,
               interpretation, administration or application of the Plan shall
               be final, conclusive and binding upon all Optionees and any
               person claiming under or through an Optionee, unless otherwise
               determined by a majority of the disinterested members of the
               Board.

          (b)  Subject to the terms, provisions and conditions of the Plan and
               subject to review and approval by a majority of the disinterested
               members of the Board, the Committee shall have exclusive
               jurisdiction to:

               (i)   determine and select, based upon the recommendation of the
                     Corporation's Chief Executive Officer (except as to
                     himself), the key Employees to be granted Options (it being
                     understood that more than one Option may be granted to the
                     same person);

               (ii)  determine the number of shares subject to each Option;

               (iii) determine the date or dates when the Options will be
                     granted;

               (iv)  determine the purchase price of the shares subject to each
                     Option in accordance with Article 5 of the Plan;

               (v)   determine the date or dates when each Option may be
                     exercised within the term of the Option specified pursuant
                     to Article 7 of the Plan;

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               (vi)   determine whether or not an Option constitutes an
                      Incentive Stock Option; and

               (vii)  prescribe the form, which shall be consistent with the
                      Plan, of the Agreement evidencing any Options granted
                      under the Plan.

     3.3  Terms - The grant of an Option under the Plan shall be evidenced by
          an Agreement and may include any terms and conditions consistent with
          this Plan, as the Committee may determine.

     3.4  Liability - No member of the Board or the Committee shall be liable
          for any action or determination made in good faith by the Board or the
          Committee with respect to this Plan or any Options granted under this
          Plan.

Article 4.  COMMON STOCK SUBJECT TO THE PLAN.

     4.1  Common Stock Authorized - The aggregate number of shares of Common
          Stock for which Options may be granted under the Plan shall not exceed
          10,000 shares.  The limitation established by the preceding sentence
          shall be subject to adjustment as provided in Article 9 of the Plan.

     4.2  Shares Available - The Common Stock to be issued upon exercise of
          Options granted under the Plan shall be the Corporation's Common Stock
          which shall be made available at the discretion of the Board, either
          from authorized but unissued Common Stock or from Common Stock
          acquired by the Corporation.  In the event that any outstanding Option
          under the Plan for any reason expires or is terminated, the shares of
          Common Stock allocable to the unexercised portion of such Option may
          thereafter be regranted subject to option under the Plan.


Article 5.  STOCK OPTIONS.

     5.1  Exercise Price - Except as set forth in Section 5.2, below, the
          exercise price of Common Stock shall be, in the case of an Incentive
          Stock Option, 100 percent of the fair market value of one share of
          Common Stock on the date the Option is granted, except that the
          purchase price per share shall be 110 percent of such fair market
          value in the case of an Incentive Stock Option granted to any
          individual described in Section 6.2 of the Plan.  The exercise price
          of Common Stock shall be, in the case of a Nonqualified Stock Option,
          such dollar amount as may be specified by the Committee.  The exercise
          price shall be subject to adjustment as provided in Article 9 of the
          Plan.

     5.2  Exercise Price of Certain Options Granted Prior to Merger - The
          Exercise Price of any Option issued in exchange for Options granted by
          eNeighborhoods, Inc. (New York) ("eNeighborhoods NY"), which merged
          into eNeighborhoods, Inc. (Pennsylvania) (renamed eNeighborhoods Inc.)
          as of January 1, 1998 shall have the same exercise price as set forth
          in the original options granted by eNeighborhoods N.Y.

     5.3  Limitation on Incentive Stock Options - The aggregate fair market
          value (determined as of the date an Option is granted) of the stock
          with respect to which Incentive Stock Options are exercisable for the
          first time by any individual in any calendar year (under the Plan and
          all other plans maintained by the Corporation and Subsidiaries) shall
          not exceed $100,000.

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     5.4  Determination of Fair Market Value -

          (a)  During such time as Common Stock is not listed on an established
               stock exchange or exchanges but is listed in the NASDAQ National
               Market System, the fair market value per share shall be the
               closing sale price for the Common Stock on the day the Option is
               granted.  If no sale of Common Stock has occurred on that day,
               the fair market value shall be determined by reference to such
               price for the next preceding day on which a sale occurred.

          (b)  During such time as the Common Stock is not listed on an
               established stock exchange or in the NASDAQ National Market
               System, fair market value per share shall be the mean between the
               closing dealer "bid" and "asked" prices for the Common Stock for
               the day of the grant, and if no "bid" and "asked" prices are
               quoted for the day of the grant, the fair market value shall be
               determined by reference to such prices on the next preceding day
               on which such prices were quoted.

          (c)  If the Common Stock is listed on an established stock exchange,
               the fair market value shall be deemed to be the closing price of
               Common Stock on such stock exchange on the day the Option is
               granted or, if no sale of Common Stock has been made on such
               stock exchange on that day, the fair market value shall be
               determined by reference to such price for the next preceding day
               on which a sale occurred.

          (d)  In the event that the Common Stock is not traded on an
               established stock exchange or in the NASDAQ National Market
               System, and no closing dealer "bid" and "asked" prices are
               available on the date of a grant, then fair market value will be
               the price established by the Committee in good faith.

     5.5  Transferability of Options - Unless otherwise designated by the
          Committee to the contrary, each Option granted under the Plan shall by
          its terms be non-transferable by the Optionee (except by will or the
          laws of descent and distribution), and each Option shall be
          exercisable during the Optionee's lifetime only by the Optionee, his
          guardian or legal representative.

Article 6.  ELIGIBILITY.

     6.1  Participation - Options shall be granted only to persons who are
          considered key Employees, as determined by the Committee, based upon
          the recommendation of the Chief Executive Officer (except as to
          himself) and ratified by a majority of the disinterested members of
          the Board.

     6.2  Incentive Stock Option Eligibility - Notwithstanding any other
          provision of the Plan, an individual who owns more than 10 percent of
          the total combined voting power of all classes of outstanding stock of
          the Corporation or of a Subsidiary shall not be eligible for the grant
          of an Incentive Stock Option, unless the special requirements set
          forth in Sections 5.1 and 7.1 of the Plan are satisfied.  For purposes
          of this Section 6.2, in determining stock ownership, an individual
          shall be considered as owning the stock owned, directly or indirectly,
          by or for his brothers and sisters (whether by the whole or half
          blood), spouse, ancestors and lineal descendants.  Stock owned,
          directly or indirectly, by or for a corporation, partnership, estate
          or trust shall be considered as being owned proportionately by or for
          its shareholders, partners or beneficiaries.  "Outstanding stock"
          shall include all stock actually issued and outstanding

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          immediately before the grant of the Option. "Outstanding stock" shall
          not include shares authorized for issue under outstanding Options held
          by the Optionee or by any other person.

Article 7.  TERM AND EXERCISE OF OPTIONS.

     7.1  Termination -

          (a)  Each Option granted under the Plan shall terminate on the date
               determined by the Committee and approved by a majority of the
               disinterested members of the Board, and specified in the
               Agreement; provided, however, that (i) each intended Incentive
               Stock Option granted to an individual described in Section 6.2 of
               the Plan shall terminate not later than five years after the date
               of the grant, (ii) each other intended Incentive Stock Option
               shall terminate not later than ten years after the date of grant,
               and (iii) each Option granted under the Plan which is intended to
               be a Nonqualified Stock Option shall terminate not later than ten
               years and one month after the date of grant.  Except as otherwise
               provided in Section 8.4, each Option granted under the Plan shall
               become exercisable only after the Optionee has completed one year
               of continuous employment with the Corporation or a Subsidiary
               immediately following the date of the grant of the Option.

          (b)  In the event of a Change of Control (as defined below), each
               holder of an Option outstanding at such time shall be given (i)
               written notice of the Change of Control at least 20 days prior to
               its proposed effective date (as specified in such notice) and
               (ii) an opportunity, during the period commencing with delivery
               of such notice and ending 10 days prior to such proposed
               effective date, to exercise the Option to the full extent to
               which such Option would have been exercisable by the Optionee at
               the expiration of such 20 day period.  Only upon a Change of
               Control in which provision for assumption or substitution of
               options is not made for all Options granted under the Plan, the
               exercise dates of all Options granted under the Plan shall
               accelerate and become fully exercisable with respect to the total
               number of shares of stock to which such Options relate, and if
               and to the extent not so exercised as provided herein, such
               Options shall automatically terminate.

          (c)  For purposes of Section 7.1(b), a "Change in Control" means a
               binding written agreement is executed providing for a sale,
               exchange, transfer or other disposition of (i) the Class A and
               Class B Common Stock constituting greater than 50% of the voting
               rights of the Corporation, (ii) all or substantially all of the
               assets of the Corporation, except to an entity controlled
               directly or indirectly by the Corporation, or (iii) a merger,
               consolidation or other reorganization of the Corporation, except
               if the Corporation's shareholders retain greater than 50% of the
               voting rights of the surviving entity.

     7.2  Exercise -

          (a)  A person electing to exercise an Option shall give written notice
               to the Corporation of such election and of the number of shares
               he has elected to purchase, in such form as the Committee shall
               have prescribed or approved, and shall at the time of exercise
               tender the full purchase price of the shares he has elected to
               purchase.  The purchase price shall be paid in full, in cash,
               upon the exercise of the Option; provided, however, that in lieu
               of

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               cash, with the approval of the Committee at or prior to exercise,
               an Optionee may exercise his Option by tendering to the
               Corporation shares of Common Stock owned by him and having a fair
               market value equal to the cash exercise price applicable to his
               Option (with the fair market value of such stock to be determined
               in the manner provided in Section 5.3 hereof) or by delivering
               such combination of cash and such shares as the Committee in its
               sole discretion may approve. Notwithstanding the foregoing,
               Common Stock acquired pursuant to the exercise of an Incentive
               Stock Option may not be tendered as payment unless the holding
               period requirements of Code Section 422(a)(1) have been
               satisfied.

          (b)  A person holding more than one Option at any relevant time may,
               in accordance with the provisions of the Plan, elect to exercise
               such Options in any order.

          (c)  In addition, at the request of the Participant and to the extent
               permitted by applicable law, the Corporation may, in its sole
               discretion if its Common Stock is then publicly-traded,
               selectively approve arrangements with a brokerage firm under
               which such brokerage firm, on behalf of the Participant, shall
               pay to the Corporation the exercise price of the Options being
               exercised, and the Corporation, pursuant to an irrevocable notice
               from the Participant, shall promptly deliver the shares being
               purchased to such firm.

Article 8.  TERMINATION OF EMPLOYMENT.

     8.1  Retirement - In the event of Retirement, an Option shall lapse at the
          earlier of the expiration of the term of the Option or:

          (a)  In the case of an Incentive Stock Option, three months from the
               date of Retirement; and

          (b)  in the case of Options other than Incentive Stock Options, up to
               24 months, at the discretion of the Committee, from the date of
               Retirement.

     8.2  Death or Disability - In the event of termination of employment due
          to death or disability (as defined in Code Section 72(m)), the Option
          shall lapse at the earlier of the expiration of the term of the Option
          or one year after termination due to any such cause.

     8.3  Other Termination - Except as otherwise provided in Sections 8.4(a)
          and (c), in the event of termination of employment for any reason
          other than is described in Section 8.1 or 8.2, all Options shall lapse
          as of the date of termination.

     8.4  Special Termination Provisions -

          (a)  Notwithstanding anything herein to the contrary, the Committee
               may, in its discretion and subject to the approval of a majority
               of the disinterested members of the Board, waive the one-year
               continuous employment requirement set forth in Section 7.1(a) and
               permit the exercise of an Option held by an Employee whose
               employment has terminated prior to the satisfaction of such
               requirement.  Any such waiver may be made with retroactive effect
               provided it is made within 60 days following the Optionee's
               termination of employment.

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          (b)  In the event the Committee waives the continuous service
               requirement with respect to an Option and the circumstance of the
               Employee's termination is described in Section 8.1 or 8.2, the
               Option will lapse as otherwise provided in the relevant section.

          (c)  Notwithstanding anything herein to the contrary, the Committee
               may, in its discretion, waive the lapse provisions of Section 8.3
               and permit the exercise of an Option until a date which is the
               earlier of the expiration of the term of such Option or:

               (i)  in the case of an Incentive Stock Option, three months from
                    the date of termination of employment; and

               (ii) in the case of Options other than Incentive Stock Options,
                    up to 24 months from the date of termination.

Article 9.  ADJUSTMENT PROVISIONS.

     9.1  Share Adjustments -

          (a)  In the event that the shares of Common Stock of the Corporation,
               as presently constituted, shall be changed into or exchanged for
               a different number or kind of shares of stock or other securities
               of the Corporation or of another corporation (whether by reason
               of merger, consolidation, recapitalization, reclassification,
               split-up, combination of shares or otherwise) or if the number of
               such shares of stock shall be increased through the payment of a
               stock dividend, then, subject to the provisions of Subsection (c)
               below, there shall be substituted for or added to each share of
               Common Stock of the Corporation which was theretofore
               appropriated, or which thereafter may become subject to an Option
               under the Plan, the number and kind of shares of stock or other
               securities into which each outstanding share of the Common Stock
               of the Corporation shall be so changed or for which each such
               share shall be exchanged or to which each such share shall be
               entitled, as the case may be.  Outstanding Options shall also be
               appropriately amended as to price and other terms, as may be
               necessary to reflect the foregoing events.

          (b)  If there shall be any other change in the number or kind of the
               outstanding shares of the Common Stock of the Corporation, or of
               any stock or other securities in which such Common Stock shall
               have been changed, or for which it shall have been exchanged, and
               if a majority of the disinterested members of the Board shall, in
               its sole discretion, determine that such change equitably
               requires an adjustment in any Option which was theretofore
               granted or which may thereafter be granted under the Plan, then
               such adjustment shall be made in accordance with such
               determination.

          (c)  The grant of an Option pursuant to the Plan shall not affect in
               any way the right or power of the Corporation to make
               adjustments, reclassifications, reorganizations or changes of its
               capital or business structure, to merge, to consolidate, to
               dissolve, to liquidate or to sell or transfer all or any part of
               its business or assets.

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     9.2  Corporate Changes - A dissolution or liquidation of the Corporation,
          or a merger or consolidation in which the Corporation is not the
          surviving Corporation, shall cause each outstanding Option to
          terminate, except to the extent that another corporation may and does
          in the transaction assume and continue the Option or substitute its
          own options.  In the event that any of the foregoing constitutes a
          Change of Control, Section 7.1(b) shall control.

     9.3  Fractional Shares - Fractional shares resulting from any adjustment
          in Options pursuant to this Article 9 may be settled as a majority of
          the disinterested members of the Board or the Committee (as the case
          may be) shall determine.

     9.4  Binding Determination - To the extent that the foregoing adjustments
          relate to stock or securities of the Corporation, such adjustments
          shall be made by a majority of the disinterested members of the Board,
          whose determination in that respect shall be final, binding and
          conclusive.  Notice of any adjustment shall be given by the
          Corporation to each holder of an Option which shall have been
          adjusted.

Article 10.  GENERAL PROVISIONS.

     10.1 Effective Date - The Plan shall become effective upon its adoption
          by the Board, provided that any grant of an Option is subject to the
          approval of the Plan by the shareholders of the Corporation within 12
          months of adoption by the Board.

     10.2 Termination of the Plan - Unless previously terminated by the Board
          of Directors, the Plan shall terminate on, and no Options shall be
          granted after, the tenth anniversary of its adoption by the Board.

     10.3 Limitation on Termination, Amendment or Modification

          (a)  The Board may at any time terminate, amend, modify or suspend the
               Plan, provided that without the approval of the stockholders of
               the Corporation no amendment or modification shall be made by the
               Board which:

               (i)   increases the maximum number of shares of Common Stock as
                     to which Options may be granted under the Plan;

               (ii)  changes the class of eligible Employees; or

               (iii) otherwise requires the approval of shareholders under
                     applicable tax, securities or other law.

          (b)  No amendment, modification, suspension or termination of the Plan
               shall in any manner affect any Option theretofore granted under
               the Plan without the consent of the Optionee or any person
               validly claiming under or through the Optionee.

     10.4 No Right to Employment - Neither anything contained in the Plan or
          in any instrument under the Plan nor the grant of any Option hereunder
          shall confer upon any Optionee any right to continue in the employ of
          the Corporation or of any Subsidiary or limit in any respect the right
          of the Corporation or of any Subsidiary to terminate the Optionee's
          employment at any time and for any reason.

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     10.5 Withholding Taxes -  The Corporation will require that an Optionee,
          as a condition of the exercise of an Option, or any other person or
          entity receiving Common Stock upon exercise of an Option, pay or
          reimburse any taxes which the Corporation is required to withhold in
          connection with the exercise of the Option.

     10.6 Listing and Registration of Shares -

          (a)  No Option granted pursuant to the Plan shall be exercisable in
               whole or in part if at any time a majority of the disinterested
               members of the Board shall determine in its discretion that the
               listing, registration or qualification of the shares of Common
               Stock subject to such Option on any securities exchange or under
               any applicable law, or the consent or approval of any
               governmental regulatory body, is necessary or desirable as a
               condition of, or in connection with, the granting of such Option
               or the issue of shares thereunder, unless such listing,
               registration, qualification, consent or approval shall have been
               effected or obtained free of any conditions not acceptable to a
               majority of the disinterested members of the Board.

          (b)  If a registration statement under the Securities Act with respect
               to the shares issuable upon exercise of any Option granted under
               the Plan is not in effect at the time of exercise, as a condition
               of the issuance of the shares, the person exercising such Option
               shall give the Committee a written statement, satisfactory in
               form and substance to the Committee and covering such matters as
               the Committee may request.  The Corporation may place upon any
               stock certificate for shares issuable upon exercise of such
               Option the following legend or such other legend as the Committee
               may prescribe to prevent disposition of the shares in violation
               of the Securities Act or other applicable law:

               "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
               REGISTERED UNDER THE SECURITIES ACT OF 1933 ("ACT") AND MAY NOT
               BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR
               OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
               STATEMENT WITH RESPECT TO THEM UNDER THE ACT OR A WRITTEN OPINION
               OF COUNSEL FOR THE CORPORATION THAT REGISTRATION IS NOT
               REQUIRED."

          (c)  Offers and sales of securities under this Plan are intended to
               comply with Rule 701 promulgated under the Securities Act and are
               subject to the requirements of such rule, including without
               limitation, the restrictions on the amount of securities which
               can be sold in reliance on Rule 701 and the restrictions on
               resale of securities issued pursuant to the Plan.

     10.7 Undertaking to Execute and Join in Stockholders Agreement - As a
          condition of any grant of a Stock Option, the Optionee shall consent
          and agree to execute and join in any stockholder agreement in effect
          at the time such Stock Option is exercised, unless he has previously
          executed such agreement.

     10.8 Restrictions on Transfer of Option Shares - In the event no
          stockholder agreement exists:

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          (a)  Transfer of Option Shares.  The Optionee hereby agrees that he
               shall not sell, pledge, transfer by any means or otherwise
               dispose of (a "Transfer") the Option Shares acquired by him for a
               period of three (3) years from the date of the exercise of such
               Option and, after the expiration of such three-year period, the
               Optionee shall not Transfer the Shares except in the event that
               such Transfer does not constitute a violation of federal or state
               securities laws and the Optionee shall have complied with the
               provisions of this Section 10.8.

          (b)  First Refusal Rights.  The Corporation may elect to purchase all
               (but not less than all) of the Specified Shares (as defined in
               Section 10.8(c) below) by delivering a written notice of such
               election to the Optionee within 15 days after the Sale Notice
               (defined in Section 10.8(c) below) has been delivered to the
               Corporation.  If the Corporation shall elect not to purchase the
               Specified Shares, the Optionee may transfer such Specified Shares
               at a price and on terms no more favorable to the transferee(s)
               thereof than those specified in the Sale Notice during the 60-day
               period immediately following the Authorization Date (as defined
               in Section 10.8(c) below).  Any Specified Shares not transferred
               within such 60-day period shall be subject to the provisions of
               this Section 10.8 upon any subsequent Transfer.  If the
               Corporation has elected to purchase the Specified Shares, the
               purchase of such Shares shall be consummated as soon as
               practicable after the delivery of the election notice to the
               Optionee, but in any event within 30 days after the delivery of
               the election notice to the Optionee.  The restrictions upon
               Transfer imposed by this Section 10.8(b) shall terminate upon the
               effectiveness of a registration statement under the Act covering
               the Option Shares.

          (c)  Sales Notice.  Prior to making any Transfer, the Optionee shall
               deliver written notice (the "Sale Notice") to the Corporation.
               The Sale Notice will disclose in reasonable detail the identity
               of the prospective transferee(s), the number of Option Shares to
               be transferred (the "Specified Shares") and the terms and
               conditions of the proposed Transfer.  The Optionee shall not
               consummate any such Transfer until 30 days after the Sale Notice
               has been delivered to the Corporation (the "Authorization Date").

          (d)  Market StandOff.  The Corporation may require that the Optionee
               agree to certain restrictions on the transfer of any Option
               Shares during a period of time (to be determined by the
               Committee) following the effective date of a registration
               statement of the Corporation including the Option Shares.

          (e)  Survival.  The restrictions of this Section 10.8 shall survive
               the exercise of the Options, and issuance of Common Stock, and
               shall be reflected in a legend on any stock certificate issued
               under this Plan.

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                               AMENDMENT TO THE
                THE ENEIGHBORHOODS INC. 1998 STOCK OPTION PLAN

                                    RECITALS

     A.  On August 24, 2001, iPlace, Inc., a Delaware corporation ("iPlace") was
merged into a wholly owned subsidiary of Homestore.com, Inc., a Delaware
corporation ("Homestore"), pursuant to that certain Agreement and Plan of Merger
dated August 7, 2001, as amended (the "Merger Agreement");

     B.  The Homestore Board of Directors (the "Board") on August 3, 2001, (1)
approved the assumption by Homestore of the eNeighborhoods Inc. 1998 Stock
Option Plan (the "Plan"), which was previously assumed by iPlace, and all of the
then outstanding options granted under the Plan and (2) approved the conversion
of options outstanding under the Plan to options to acquire Homestore common
stock as contemplated by the Merger Agreement;

     C.  It is advisable to amend the Plan to reflect Homestore's assumption of
the Plan.

                                   AMENDMENT

     The Plan is hereby amended as follows:

     1.  Section 0.1 "Purpose" is hereby amended it its entirety to read as
                      -------
follows:

     "The eNeighborhoods Inc. 1998 Stock Option Plan (the "Plan") was originally
intended to provide employees of eNeighborhoods Inc. and any of its subsidiaries
an opportunity to acquire Class A Common Stock of eNeighborhoods Inc., having no
par value and one vote per share.  The Plan was designed to help eNeighborhoods
Inc. motivate key employees and to make substantial contributions to the success
of the business.  Stock Options were granted under the Plan based on the
Participant's level of responsibility and performance within eNeighborhoods Inc.
The Plan and the outstanding Options under the Plan were subsequently assumed by
iPlace, and on August 24, 2001, pursuant to the Agreement and Plan of Merger
among Homestore.com, Inc. (the "Corporation"), iPlace, Inc. and certain
stockholders of iPlace, Inc., the Plan and outstanding Options granted under the
Plan as of such date were assumed by the Corporation, and such outstanding
Options were converted into Options to purchase shares of the Corporation's
common stock, par value $.001 (the "Common Stock").  As of August 24, 2001, no
additional Options shall be granted under this Plan."

     2.  The definition of "Common Stock" is hereby amended to read as follows:
"The common stock of the Corporation, par value $.001 per share."

     3.  The definition of "Corporation" is hereby amended to read as follows:
"Homestore.com, Inc., a Delaware corporation."

     4.  Section 4.1 "Common Stock Authorized." is hereby amended in its
                      ------------------------
entirety to read as follows:

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<PAGE>

     "On or after August 24, 2001, the maximum aggregate number of shares of
Common Stock that may be issued in connection with Options granted under this
Plan is 192,427, which is equal to the number of shares subject to outstanding
Options granted under the Plan immediately prior to its assumption by the
Corporation, as adjusted in accordance with the Merger Agreement to reflect the
conversion of the shares to shares of the Corporation's Common Stock (subject to
further adjustment as provided in Article 9)."

     5.  The last sentence of Section 4.2 "Shares Available" is hereby deleted
                                           ----------------
in its entirety.

     6.  Section 5.2 "Exercise Price of Certain Options Granted Prior to Merger"
                      ---------------------------------------------------------
is hereby deleted in its entirety.

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