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                                                                    EXHIBIT 4.05

                         iPLACE 2000 STOCK OPTION PLAN

     1.  Purpose.  The iPlace 2000 Stock Option Plan (the "Plan") is intended to
attract, retain and motivate certain key employees of iPlace (the "Company"),
and its Subsidiaries and Affiliates (as such terms are defined below) through
the grant of nonqualified stock options (the "Options") to purchase shares of
common stock, par value $.01 per share, of the Company ("Common Stock").
Options are sometimes referred to herein as "Awards".

     2.  Definitions.  For purposes of the Plan, the following terms have the
following meanings:

          "Affiliate" means (i) MemberWorks or (ii) any other Person directly or
     indirectly controlling, controlled by or under common control with, the
     Company.  For purposes of this definition, "control" (including with
     correlative meanings, the terms "controlling", "controlled by" or "under
     common control with"), as used with respect to any Person, shall mean the
     possession, directly or indirectly, of the power to direct or cause the
     direction of the management and policies of such Person, whether through
     the ownership of voting securities or by contract or otherwise.

          "Agreement" means an agreement between the Company and a key employee
     of the Company or any of its Subsidiaries or Affiliates providing for the
     grant to such key employee of Options.

          "Applicable Value" as of any date of determination means (i) if the
     Company is a Public Company, Public Value and (ii) if the Company is not a
     Public Company, Fair Market Value.

          "Associate" has the meaning given such term in Rule 12b-2 under the
     1934 Act.

          "Beneficial owner" or "beneficially own" has the meaning given such
     term in Rule 13d-3 under the 1934 Act.

          "Beneficiary" or "Beneficiaries" means the person(s) designated by a
     Participant or his Permitted Transferee in writing to the Company to
     receive payments pursuant to the Plan upon the death of a Participant or
     his Permitted Transferee.  If no Beneficiary is so designated or if no
     Beneficiary is living at the time a payment is due pursuant to the Plan,
     payments shall be made to the estate of the Participant or Permitted
     Transferee.  The Participant or Permitted Transferee, as the case may be,
     shall have the right to change the designated Beneficiaries from time to
     time by written instrument filed with the Committee in accordance with such
     rules as may be specified by the Committee.

          "Board of Directors" means the Board of Directors of the Company.

          "Call Right" means the right of the Company, exercisable in accordance
     with Section 9(a) following termination of a Participant's employment, (i)
     to purchase, and to cause a Participant or his Permitted Transferee to
     sell, Option Shares beneficially owned by such Participant or his Permitted
     Transferee and (ii) to cause a Participant to surrender for cancellation,
     in consideration of the payment provided for in Section 9(a), unexercised
     Vested Options granted to such Participant pursuant to the Plan.

          "Commission" means the Securities and Exchange Commission.

          "Committee" has the meaning assigned to such term in Section 3.

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          "Date of Grant" means the date of grant of an Award as set forth in
     the applicable Agreement.

          "Effective Date" has the meaning assigned to such term in Section 15.

          "Eligible Persons" means key employees of the Company, MemberWorks and
     any Subsidiary and Affiliate that is selected by the Company from time to
     time to participate in the Plan.

          "Encumbrance" means any lien, security interest, pledge, claim,
     option, right of first refusal, marital right or other encumbrance with
     respect to any share of Common Stock or any Option.

          "Fair Market Value" means the value of a share of Common Stock as
     determined in good faith by the Board of Directors or, under the
     circumstances described in Section 10, as determined in a written report to
     the Committee by an independent appraisal or investment banking firm
     selected by the Board of Directors.  For purposes of the definition of
     "Fair Market Value", the value to be determined by the Board of Directors
     or such appraisal or investment banking firm shall be the price per share
     at which a share of Common Stock would trade on a national securities
     exchange, NASDAQ or a similar market, after taking into account a discount
     for lack of liquidity and customary underwriting costs, expenses and
     commissions, and assuming the absence of any "takeover" or "change in
     control" premium.

          "Involuntary Transfer" means a transfer of a Participant's Options or
     Option Shares, or any portion of such Participant's interest therein, by
     operation of law including, without limitation, as a result of (i) a sale
     or other disposition by a trustee or debtor in possession appointed or
     retained in a bankruptcy case, (ii) a sale at any creditors' or judicial
     sale or (iii) a transfer arising out of a divorce or separation proceeding.

          "Legended Certificate" means a certificate evidencing a number of
     shares of Common Stock issued in connection with an Award and imprinted
     with a legend to indicate that (i) such shares are subject to the
     restrictions on transfer set forth in the Plan and the applicable Agreement
     and, to the extent applicable, the Transfer Restriction Agreement and (ii)
     if the offer and sale of such shares have not been registered under the
     1933 Act, such shares may be sold only pursuant to a registration statement
     under the 1933 Act or an exemption from registration under the 1933 Act
     that the Company has determined is available for such sale.

          "MemberWorks" means MemberWorks Incorporated, a Delaware corporation.

          "NASDAQ" means the National Association of Securities Dealers'
     Automated Quotation System.

          "1933 Act" means the Securities Act of 1933, as amended, and the rules
     and regulations of the Commission thereunder.

          "1934 Act" means the Securities Exchange Act of 1934, as amended, and
     the rules and regulations of the Commission thereunder.

          "Option Price" means, with respect to any Option, the exercise price
     per share of Common Stock, as determined by the Committee in its sole
     discretion and as set forth in the applicable Agreement.

          "Option Shares" means the shares of Common Stock acquired by a
     Participant upon exercise of an Option.

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          "outstanding", with respect to any share of Common Stock, means, as of
     any date of determination, all shares that have been issued on or prior to
     such date, other than shares repurchased or otherwise reacquired by the
     Company or any Affiliate thereof, on or prior to such date.

          "Participant" means any Eligible Person who has been granted an Award.

          "Permanent Disability", with respect to any Participant, (i) shall be
     defined in the same manner as such term or a similar term is defined in an
     employment agreement applicable to the Participant, or (ii) in the case of
     a Participant who does not have an employment agreement that defines such
     term or a similar term, means a physical or mental disability or infirmity
     of the Participant, as determined by a physician of recognized standing
     selected by the Company, that prevents (or, in the opinion of such
     physician, is reasonably expected to prevent) the normal performance of the
     Participant's duties as an employee of the Company for any continuous
     period of 180 days, or for 180 days during any one-twelve month period.

          "Permitted Transferee" means, (A) with respect to outstanding shares
     of Common Stock held by any Participant, (i) any Person to whom such shares
     are transferred by will or the laws of descent and distribution or (ii) any
     Person that is treated as a "permitted transferee" under the Transfer
     Restriction Agreement, if applicable, and (B) with respect to Options, any
     Person (other than the Company) to whom an Option has been transferred in
     accordance with Section 7.

          "Person" means an individual, a partnership, a joint venture, a
     corporation, an association, a trust, an estate or other entity or
     organization, including a government or any department or agency thereof.

          "Prime Rate" means the rate which Citibank, N.A. announces from time
     to time at its principal office as its prime lending rate for domestic
     commercial loans, the Prime Rate to change when and as such prime lending
     rate changes.

          The Company shall be deemed to be a "Public Company" if, as of any
     date of determination, the aggregate number of shares of Common Stock that
     shall have been sold in Public Offerings shall equal not less than 15% of
     the then outstanding shares of Common Stock (as determined on a fully
     diluted basis).

          "Public Offering" means an underwritten public offering of equity
     securities of the Company, pursuant to an effective registration statement
     under the 1933 Act.

          The "Public Value" of a share of Common Stock on a given date shall be
     the average closing price of a share of Common Stock on such national
     securities exchange as may be designated by the Board of Directors or, in
     the event that the Common Stock is not listed for trading on a national
     securities exchange but is quoted on an automated quotation system, the
     average closing bid price per share of Common Stock on such automated
     quotation system (the "Average Closing Price") for the 30-day period ending
     on such date after taking into account a discount for customary brokerage
     fees and other transfer related fees and expenses.  The Average Closing
     Price of a share of Common Stock shall be determined by dividing (i) by
     (ii), where (i) shall equal the sum of the closing price for Common Stock
     on each day that the Common Stock was traded and a closing price was
     reported on such national securities exchange or such automated quotation
     system, as the case may be, during the 30-day period, and (ii) shall equal
     the number of days on which the Common Stock was traded and a closing price
     was reported on such national securities exchange or such automated
     quotation system, as the case may be, during the 30-day period.

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          "Subsidiary" means any (i) corporation if 50% or more of the total
     combined voting power of all classes of stock is owned, either directly or
     indirectly, by the Company or another Subsidiary or (ii) limited liability
     company if 50% or more of the membership interests is owned, either
     directly or indirectly, by the Company or another Subsidiary.

          "Transfer Restriction Agreement" means a Transfer Restriction
     Agreement between the Company and a Participant in a form to be provided by
     the Committee, setting forth such transfer and other restrictions and
     conditions upon Option Shares as the Committee determines in its sole
     discretion are necessary or appropriate.

          "Vested Options" means, as of any date, Options which by their terms
     are exercisable on such date.

     3.  Administration of the Plan.

          (a)  Members of the Committee.  The Plan shall be administered, and
               Awards shall be granted hereunder, by a committee (the
               "Committee") of the Board of Directors comprised of at least
               three directors selected by the Board of Directors to administer
               the Plan.  The initial members of the Committee shall be Gary
               Johnson, Edward Ojdana and Stuart Siegel, who shall serve in such
               capacity until such time as the Board of Directors selects other
               directors to serve in such capacity.  Notwithstanding the
               foregoing, following the first registration of any equity
               security of the Company pursuant to Section 12 of the 1934 Act,
               the composition of the Committee may, in the discretion of the
               Board of Directors, be adjusted to the extent required in order
               for the Company to rely on the exemptive relief provided under
               Rule 16b-3, as it may be amended from time to time, promulgated
               pursuant to Section 16 of the 1934 Act.  No member of the Board
               of Directors or the Committee shall be liable for any action or
               determination under the Plan made in good faith.

          (b)  Authority of the Committee.  The Committee shall adopt such rules
               as it may deem appropriate in order to carry out the purpose of
               the Plan.  All questions of interpretation, administration and
               application of the Plan shall be determined in good faith by a
               majority of the members of the Committee then in office, except
               that the Committee may authorize any one or more of its members,
               or any officer of the Company, to execute and deliver documents
               on behalf of the Committee.  The determination of such majority
               shall be final and binding in all matters relating to the Plan.

     4.  Number of Shares of Common Stock Issued in Connection with Options.
The maximum aggregate number of shares of Common Stock that may be issued in
connection with Options granted under the Plan (the "Share Maximum") is 576,771
shares, subject to adjustment as provided in Section 12.  The Share Maximum
shall be allocated in accordance with the terms set forth in Section 3 of Annex
A of the Contribution Agreement among eCIC, Inc., MemberWorks Incorporated and
The Stockholders of eNeighborhoods Inc. Listed on the Signature Page thereof,
dated as of February 11, 2000.  If any Option expires or is surrendered without
being exercised in full, such shares of Common Stock as to which such Option has
not been exercised may again be available for issuance in connection with future
grants of Options.  The Share Maximum shall be increased by the number of shares
of Common Stock tendered to the Company in payment of the exercise price of an
Option pursuant to Section 8(a) or withheld by the Company to satisfy any tax
withholding required under Section 13(c).

     5.  Eligible Persons.  Awards may be granted or offered only to Eligible
Persons.  The Committee

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shall have the authority to select the individual Participants to whom Awards
may be granted from among such class of Eligible Persons and to determine the
number and form of Awards to be granted to each Participant.

     6.  Agreement.  The terms and conditions of each grant or sale of Awards
shall be embodied in an Agreement in a form approved by the Committee, which
shall contain terms and conditions not inconsistent with the Plan and which
shall incorporate the Plan by reference.  Each Agreement shall:  (a) state the
date on which the Award was granted; (b) set forth the number of Options being
granted to the Participant and the applicable Option Price or Option Prices; (c)
set forth the vesting schedule; (d) be signed by the recipient of the Award and
a person designated by the Committee; and (e) be delivered to the recipient of
the Award.

     7.  Restrictions on Transfer.  Until the Company becomes a Public Company,
and unless otherwise determined by the Committee in its sole discretion, each
Participant who is granted any Options shall, as a condition to the issuance of
any Option Shares, execute an agreement pursuant to which he shall become a
party to a Transfer Restriction Agreement.  Subject to such exceptions as the
Committee may determine in its sole discretion for estate planning or similar
purposes, no Option or, until the Company becomes a Public Company, Option
Share, may be sold, transferred, assigned, pledged, or otherwise encumbered or
disposed of to any third party other than the Company except as provided in the
Plan or, to the extent applicable, the Transfer Restriction Agreement or by will
or the laws of descent and distribution.  Each Permitted Transferee (other than
the Company), by will, by the laws of descent and distribution or otherwise, of
any Options or, until the Company becomes a Public Company, Option Shares,
shall, as a condition to the transfer thereof to such Permitted Transferee,
execute an agreement pursuant to which it shall become a party to the Agreement
applicable to the transferor.

     8.  Options.

          (a)  Terms of Options Generally.  Options may be granted to any
               Eligible Person.  Each Option shall entitle the Participant to
               whom such Option was granted to purchase, upon payment of the
               relevant Option Price, one share of Common Stock.  Payment of the
               Option Price shall be made in cash or certified or bank check,
               or, in the sole discretion of the Committee and on such terms and
               conditions as the Committee may impose, in shares of Common Stock
               already owned by the Participant (valued at their Applicable
               Value), in other property acceptable to the Committee or in any
               combination of cash, shares of Common Stock or such other
               property.  In the event the Company becomes a Public Company, the
               Committee may also allow Options to be exercised pursuant to a
               "cashless exercise" program subject to such rules and procedures
               as the Committee may adopt in its sole discretion.  Options
               granted under the Plan shall comply with the following terms and
               conditions:

               (i)  Option Price.  Each Agreement relating to an Option shall
                    specify the relevant Option Price.

               (ii)  Vesting.

                    (A)  Vesting Schedule.  Unless the Committee in its sole
                         discretion determines otherwise and so sets forth in
                         the applicable Agreement, and except as vesting may be
                         accelerated pursuant to the terms of the Plan, each
                         Option shall vest and become exercisable at the rate of
                         25% per year on each of the first four anniversaries of
                         the Date of Grant.

                    (B)  Acceleration of Vesting.  The Committee may, in its
                         sole discretion,

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                         accelerate the date or dates on which an Option may be
                         exercised.

               (iii)  Duration of Options.  Each Option shall be effective for
                      such term as shall be determined by the Committee and set
                      forth in the applicable Agreement; provided, however, that
                      the term of any Option shall not under any circumstances
                      exceed 10 years from the Date of Grant.

               (iv)   Exercise Following Termination of Employment. Upon
                      termination of a Participant's employment with the Company
                      and its Subsidiaries and Affiliates for any reason, the
                      Participant (or, in the case of the Participant's death,
                      his Beneficiary) may exercise any Vested Option, subject
                      to Section 8(b), at any time until the earlier of (A) 90
                      days (or such longer period as may be determined by the
                      Committee in its sole discretion) (one year (or such
                      longer period as may be determined by the Committee in its
                      sole discretion) upon a termination of employment due to
                      death or Permanent Disability) following the date of such
                      termination of employment (or, if a Vested Option may not
                      be exercised on the date of such termination of employment
                      because the conditions to exercise set forth in Section
                      8(b) are not satisfied, 90 days (or such longer period as
                      may be determined by the Committee in its sole discretion)
                      (one year (or such longer period as may be determined by
                      the Committee in its sole discretion) upon a termination
                      of employment due to death or Permanent Disability)
                      following the date on which the Company notifies the
                      Participant that such conditions have been satisfied and
                      that the Option may be exercised), and (B) exercise by the
                      Company of its Call Right under Section 9(a), if
                      applicable, but in no event after the expiration of the
                      Option under the provisions of clause (iii) above. Upon
                      the expiration of such period or exercise of such Call
                      Right, any such Vested Option not theretofore exercised
                      shall be canceled, and the shares of Common Stock that had
                      been subject thereto shall again be available for grants
                      of further Options under the Plan. In the sole discretion
                      of the Committee, and on such terms and conditions as the
                      Committee may determine, a change in a Participant's
                      status with the Company and its Subsidiaries and
                      Affiliates from an employee to a consultant shall not be
                      treated as a termination of employment for purposes of the
                      Plan.

               (v)    Certain Restrictions. Subject to such exceptions as the
                      Committee may determine in its sole discretion pursuant to
                      Section 7, Options granted hereunder shall be exercisable
                      during the Participant's lifetime only by the Participant.

               (vi)   Shareholder Rights. A Participant shall have no rights as
                      a shareholder with respect to any shares of Common Stock
                      issuable upon exercise of an Option until a certificate or
                      certificates evidencing such shares shall have been issued
                      to such Participant, and no adjustment shall be made for
                      dividends or distributions or other rights in respect of
                      any share for which the record date is prior to the date
                      upon which the Participant shall become the holder of
                      record thereof.

               (vii)  Dividends and Distributions. Any shares of Common Stock or
                      other securities of the Company received by the
                      Participant as a result of a stock dividend or other
                      distribution in respect of Option Shares shall be subject
                      to the same restrictions as such Option Shares.

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               (viii)  Additional Terms and Conditions. Each Option granted
                       hereunder, and any shares of Common Stock issued in
                       connection with such Option, shall be subject to such
                       additional terms and conditions not inconsistent with the
                       Plan that are prescribed by the Committee and set forth
                       in the applicable Agreement.

          (b)  Certain Limitations.  An Option shall not be exercisable unless
               the offer and sale of the shares of Common Stock subject to the
               Option have been registered under the 1933 Act and qualified
               under applicable state "blue sky" laws, or the Company has
               determined that an exemption from registration under the 1933 Act
               and from qualification under such state "blue sky" laws is
               available.  No Option may be granted or exercised at a time when
               such Option, or the granting or exercise thereof, may result in
               the violation of any law or governmental order or regulation.

          (c)  Issuance of Certificate.  As soon as practicable following the
               exercise of any Options, a Legended Certificate evidencing the
               number of Option Shares issued in connection with such exercise
               shall be issued in the name of the Participant.

          (d)  Unvested Options.  Upon termination of a Participant's employment
               with the Company and its Subsidiaries and Affiliates by the
               Company or any of its Subsidiaries or Affiliates for any reason,
               all Options granted to such Participant which have not
               theretofore vested shall terminate and be canceled without any
               payment therefor.  Except as determined by the Committee in its
               sole discretion and so set forth in the applicable Agreement, if
               an Involuntary Transfer occurs with respect to a Participant, all
               Options granted to such Participant which have not theretofore
               vested shall terminate and be canceled without any payment
               therefor.

     9.  Termination of Employment or Involuntary Transfers.

          (a)  Options.

               (i)  Company Call Right.  If, prior to the Company becoming a
                    Public Company, the employment of a Participant with the
                    Company and its Subsidiaries and Affiliates terminates for
                    any reason, or an Involuntary Transfer occurs, the Company
                    shall have a Call Right, exercisable for a period of 90 days
                    after the date of such termination or Involuntary Transfer,
                    with respect to all the Vested Options and Option Shares
                    beneficially owned by such Participant and his Permitted
                    Transferees.  The Company may exercise such Call Right by
                    giving written notice thereof to the Participant or his
                    Permitted Transferee, as the case may be, prior to the
                    expiration of such 90-day period.

               (ii) Purchase Price.  With respect to any exercise of a Call
                    Right under this Section 9(a), (A) the purchase price per
                    Option Share to be paid by the Company at the closing
                    provided for in Section 9(b) shall be the Applicable Value,
                    determined as of the date of termination of the
                    Participant's employment or Involuntary Transfer, and (B)
                    the consideration to be paid by the Company in respect of
                    Vested Options surrendered for cancellation at the closing
                    provided for in Section 9(b) shall be the excess, if any, of
                    the aggregate Applicable Value, determined as of the date of
                    termination of the Participant's employment or Involuntary
                    Transfer, of the shares of Common Stock issuable upon
                    exercise of such Vested Options over the aggregate Option
                    Price of such Options.

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               (iii)  Waiver of Claims. In connection with any exercise of a
                      Call Right under this Section 9(a) with respect to a
                      Participant's Vested Options or Option Shares, no event
                      relating to the Company that occurs subsequent to the
                      exercise of such Call Right by the Company shall have any
                      effect on the amount that such Participant is otherwise
                      entitled to receive from the Company with respect to such
                      exercise under Section 9(a)(ii) or otherwise, and such
                      Participant's acceptance of such amount at the Closing
                      referred to in Section 9(b) shall constitute a waiver of
                      any and all claims that he may otherwise have had with
                      respect to the occurrence, disclosure or non-disclosure of
                      such event.

          (b)  Election and Delivery Procedures.

               (i)    The closing of any exercise of the Call Right pursuant to
                      Section 9(a) shall take place at the offices of the
                      Company, or such other place as may be mutually agreed,
                      not less than 15 nor more than 30 days after the date such
                      Call Right is exercised. The exact date and time of
                      closing shall be specified by the party exercising such
                      Call Right.

               (ii)   At such closing, the Participant (or, following the
                      Participant's death, the Participant's Beneficiary or
                      Beneficiaries) shall deliver certificates for the shares
                      of Common Stock to be sold to the Company duly endorsed,
                      or accompanied by written instruments of transfer in form
                      reasonably satisfactory to the Company duly executed, by
                      such transferor, free and clear of any Encumbrances, and
                      shall consent to the cancellation of the Vested Options to
                      be surrendered, which Vested Options shall also be free
                      and clear of any Encumbrances. The Company shall pay the
                      applicable purchase price for shares of Common Stock and
                      consideration for surrendered Vested Options in cash;
                      provided, however, that such payment may be deferred under
                      the circumstances, and to the extent, provided for in
                      Section 11.

     10.  Appraisal.  If, in connection with the determination of the Applicable
Value used to calculate the purchase price for shares of Common Stock and Vested
Options upon the exercise of any Call Right under Section 9(a), a Participant
reasonably believes that the Board of Directors' determination of Fair Market
Value (if applicable) is not reasonable, then such Participant may challenge the
Board of Directors' determination of such Fair Market Value by giving written
notice to the Board of Directors no later than 15 business days after receipt of
notice of the purchase price per share with respect to such shares of Common
Stock and Vested Options which the Company intends to pay.  In such event, the
Company shall engage at its own expense an appraisal or investment banking firm
that is independent of the Company and its Affiliates and is knowledgeable in
the valuation of companies engaged in a business similar to the business of the
Company to determine the Fair Market Value of the Common Stock; provided,
however, that if such a determination has been made by such an appraisal or
investment banking firm less than one year prior to the date as of which the
Fair Market Value of the Common Stock is to be determined, the Company shall not
be required to engage any such firm and may instead rely on such earlier
valuation; provided further, however, that the Company shall not rely on such
earlier valuation if it determines in good faith that such earlier valuation no
longer reflects Fair Market Value.  Any such appraisal or investment banking
firm engaged by the Company shall be selected by the Board of Directors.  Such
independent appraisal or investment banking firm's determination of Fair Market
Value shall be conclusive and binding on the parties.  Anything in this Section
10 to the contrary notwithstanding, if such an independent appraisal or
investment banking firm is appointed, no payment shall be made in respect of the
Participant's shares of Common Stock or Vested Options, as the case may be,
pending the determination of Fair Market Value by such firm, payment of the
purchase price shall instead be made no

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later than the tenth business day following receipt by the Company of the report
of such firm establishing Fair Market Value. If the Fair Market Value so
determined by the independent banking firm exceeds the Fair Market Value as
determined by the Board of Directors by more than 10%, the costs of such firm
shall be paid by the Company; in all other cases, the costs of such firm shall
be shared equally by the Company and the Participant, and the Company shall have
the right to withhold the Participant's pro rata share of such costs from any
payment it makes in respect of the Participant's shares of Common Stock or
Vested Options.

     11.  Financial Capability; Legal Limitations.  Anything in the Plan or any
Agreement to the contrary notwithstanding, to the extent that (i) the
limitations or restrictions applicable to the Company under the laws of the
jurisdiction of its incorporation, the restrictions or limitations contained in
the Articles or Certificate of Incorporation or Bylaws of the Company or any
other applicable law, rule or regulation or under the terms of any indebtedness
for borrowed money of the Company or under any other agreement to which the
Company is a party prohibit the Company from making any payment required under
the Plan or any applicable Agreement with respect to a share of Common Stock or
Vested Option or (ii) the Board of Directors determines in good faith that the
Company is not financially capable of making any such payment or that following
such payment the Company's liquidity would be materially impaired, then the
Company shall not be obligated to make such payment at such time, and shall have
the right to defer such payment until the Board of Directors reasonably
determines that such limitations and restrictions no longer restrict the Company
from making such deferred payment.  Any amounts the payment of which is so
deferred shall bear interest, compounded annually and calculated at a rate equal
to the Prime Rate and shall be paid (with interest) promptly after, and to the
extent that, the Board of Directors determines that the limitations and
restrictions referred to in the first sentence of this Section 11 no longer
restrict such payment.  Notwithstanding a deferral of payment in accordance with
this Section 11 for shares of Common Stock or Vested Options in respect of which
a Call Right shall have been exercised, the closing of any exercise of such Call
Right shall take place as provided in Section 10(b), and the right of a
Participant and his Permitted Transferees in respect of the shares of Common
Stock and Vested Options subject to such Call Right (other than the right to
receive payment of amounts deferred in accordance with this Section 11) shall
terminate as of such closing.

     12.  Effect of Certain Corporate Changes and Changes in Control.

          (a)  Dilution and Other Adjustments.  In the event of a stock dividend
               or split, the Committee shall make any or all of the following
               adjustments as are necessary or advisable (the form of which
               shall be determined by the Committee in its sole discretion) to
               provide each Participant with a benefit equivalent to that which
               he would have been entitled to had such event not occurred:  (i)
               adjust the number of Awards granted to each Participant and the
               number of Awards that may be granted generally pursuant to the
               Plan, (ii) adjust the Option Price of any Options and (iii) make
               any other adjustments, or take such action, as the Committee, in
               its discretion, deems appropriate.  Such adjustments shall be
               conclusive and binding for all purposes.  In the event of a
               change in the Common Stock, which is limited to a change in the
               designation thereof to "Capital Stock" or other similar
               designation, or to a change in the par value thereof, or from par
               value to no par value, without increase or decrease in the number
               of issued shares, the shares resulting from any such change shall
               be deemed to be Common Stock within the meaning of the Plan.

          (b)  Effect of Reorganization.  In the event that (i) the Company is
               merged or consolidated with another corporation, (ii) all or
               substantially all the assets or shares of Common Stock of the
               Company are acquired by another Person, (iii) the Company is
               reorganized, dissolved or liquidated (each such event in (i),
               (ii) or (iii) being hereinafter referred to as a "Reorganization
               Event") or (iv) the Board of Directors shall propose that the
               Company enter into a Reorganization Event, then the Committee
               shall, subject to any other

                                       9
<PAGE>

               provisions of the Plan applicable to such Reorganization Event,
               make upon consummation of such Reorganization Event any or all of
               the adjustments described in Section 12(a) as are necessary or
               advisable in the sole discretion of the Committee to provide the
               Participant with a benefit equivalent to that which he would have
               been entitled to had such event not occurred. If such
               Reorganization Event involves the acquisition of all or
               substantially all of the shares of Common Stock by another
               Person, the Committee may, in its sole discretion, provide for
               the assumption of Options, or the substitution of equivalent
               Options, by the acquiring Person.

     13.  Miscellaneous.

          (a)  No Rights to Grants or Continued Employment.  No Participant
               shall have any claim or right to receive grants of Awards under
               the Plan.  Neither the Plan nor any action taken or omitted to be
               taken hereunder shall be deemed to create or confer on any
               Participant any right to be retained in the employ of the Company
               or any Subsidiary or Affiliate, or to interfere with or to limit
               in any way the right of the Company or any Subsidiary or
               Affiliate to terminate the employment of such Participant at any
               time.

          (b)  Right of Company to Assign Rights and Delegate Duties.  The
               Company shall have the right to assign any of its rights and
               delegate any of its duties hereunder to any of its Subsidiaries
               or Affiliates.

          (c)  Tax Withholding.  The Company and its Subsidiaries and Affiliates
               shall have the right to require any individual entitled to
               receive shares of Common Stock pursuant to an Award to remit to
               the Company, prior to the delivery of any certificates evidencing
               such shares, any amount sufficient to satisfy any federal, state
               or local tax withholding requirements.  Prior to the Company's
               determination of such withholding liability, such individual may
               make an irrevocable election to satisfy, in whole or in part,
               such obligation to remit taxes, by directing the Company to
               withhold shares of Common Stock that would otherwise be received
               by such individual.  Such election may be denied by the Committee
               in its discretion, or may be made subject to certain conditions
               specified by the Committee, including, without limitation,
               conditions intended to avoid the imposition of liability against
               the individual under Section 16(b) of the 1934 Act.  The Company
               and its Subsidiaries and Affiliates shall also have the right to
               deduct from all cash payments made pursuant to the Plan or any
               applicable Agreement any federal, state or local taxes required
               to be withheld required to be withheld with respect to such
               payments.

          (d)  No Restriction on Right of Company to Effect Corporate Changes.
               The Plan shall not affect in any way the right or power of the
               Company or its shareholders to make or authorize any or all
               adjustments, recapitalizations, reorganizations or other changes
               in the capital structure or business of the Company or any merger
               or consolidation of the Company, or any issue of stock or of
               options, warrants or rights to purchase stock or of bonds,
               debentures, preferred or prior preference stocks whose rights are
               superior to or affect the Common Stock or the rights thereof or
               which are convertible into or exchangeable for Common Stock, or
               the dissolution or liquidation of the Company, or any sale or
               transfer of all or any part of the assets or business of the
               Company, or any other corporate act or proceeding, whether of a
               similar character or otherwise.

          (e)  1934 Act.  Notwithstanding anything contained in the Plan or any
               Agreement to the contrary, if the consummation of any transaction
               under the Plan would result in the

                                       10
<PAGE>

               possible imposition of liability on a Participant pursuant to
               Section 16(b) of the 1934 Act, the Committee shall have the
               right, in its sole discretion, but shall not be obligated, to
               defer such transaction to the extent necessary to avoid such
               liability, but in no event for a period in excess of 180 days.

     14.  Amendment.  The Board of Directors may at any time and from time to
time alter, amend, suspend or terminate the Plan in whole or in part.  No
termination or amendment of the Plan may, without the consent of the Participant
to whom any Awards shall previously have been granted, adversely affect the
rights of such Participant in such Awards.

     15.  Effective Date.  The Plan shall be effective as of June 7, 2000 (the
"Effective Date").

     16.  Termination of the Plan.  The Plan shall continue until terminated by
the Board of Directors pursuant to Section 14, and no further Awards shall be
made hereunder after the date of such termination.

     17.  Headings.  The headings of sections and subsections herein are
included solely for convenience of reference and shall not affect the meaning of
any of the provisions of the Plan.

     18.  Governing Law.  The Plan and all rights hereunder shall be governed by
and construed in accordance with the laws of the State of Delaware without
reference to rules relating to conflicts of law.

                                       11
<PAGE>

                               AMENDMENT TO THE
                      IPLACE, INC. 2000 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 iPlace 2000 Stock Option Plan (the
"Plan") 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 1 "Purpose" is hereby amended it its entirety to read as
                    -------
follows:

     "The iPlace, Inc. 2000 Stock Option Plan (the "Plan") was originally
                                                    ----
intended to attract, retain and motivate certain key employees of iPlace, Inc.
and its subsidiaries and affiliates through the grant of nonqualified stock
options (the "Options") to purchase shares of iPlace, Inc. common stock.  On
              -------
August 24, 2001, pursuant to the Agreement and Plan of Merger among
Homestore.com, Inc. (the "Company"), 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 Company, and such outstanding Options were converted
into Options to purchase shares of the Company's common stock, par value $.001
(the "Common Stock").  Options are sometimes referred to herein as "Awards." As
      ------------
of August 24, 2001, no additional Options shall be granted under this Plan."

     2.  The definition of "Affiliate" is hereby amended to delete the phrase
                            ---------
"(i) MemberWorks or (ii)," which appears between the words "means" and "any" in
the first line of the definition.

     3.  The definition of "Eligible Persons" is hereby amended to read as
                            ----------------
follows: "means key employees of the Company and any Subsidiary and Affiliate
that is selected by the Company from time to time to participate in this Plan."

     4.  The definition of "MemberWorks" is hereby deleted in its entirety.
                            -----------

     5.  Section 4 "Number of Shares of Common Stock Issued in Connection with
                    ----------------------------------------------------------
Options." is hereby amended in its entirety to read as follows:
--------

                                       12
<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 643,610, which is equal to the number of shares that were subject to
outstanding Options under the Plan immediately prior to its assumption by the
Company, as adjusted in accordance with the Merger Agreement to reflect the
conversion of the shares to shares of the Company's Common Stock (subject to
further adjustment as provided in Section 12)."

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