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                                                                    Exhibit 10.6

                               AMENDED & RESTATED

                               MARKETING AGREEMENT

                                 BY AND BETWEEN

                            MOVE.COM OPERATIONS, INC.

                                       AND

                          CENDANT MORTGAGE CORPORATION


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                               AMENDED & RESTATED

                               MARKETING AGREEMENT

         This Marketing Agreement ("Agreement") is entered into as of the 1st
day of January, 2000 ("Effective Date"), between Cendant Mortgage Corporation
("Cendant Mortgage"), a New Jersey corporation having an office at 6000 Atrium
Way, Mt. Laurel, New Jersey 08054 and Move.com Operations, Inc. ("Move.com"), a
Delaware corporation having an office at 795 Folsom Street, 6th Floor, San
Francisco, California 94107 (collectively, the "Parties").

         WHEREAS, Cendant Mortgage is engaged in providing mortgage services
that include counseling, efficient processing, origination, and servicing of
mortgage loans on homes located in the United States; and

         WHEREAS, Move.com is an entity which provides marketing and access
services to mortgage lenders via the Internet; and

         WHEREAS, Cendant Mortgage and Move.com wish to develop a marketing and
access program ("Program") the purpose of which will be to market Cendant
Mortgage services on the Internet.

         NOW, THEREFORE, in consideration of the mutual promises contained
herein, the Parties hereby agree as follows:

1.       THE PROGRAM.

         (a)      Move.com shall provide access to Cendant Mortgage and market
                  Cendant Mortgage and its various mortgage programs and
                  products on the Internet at various web sites. The web sites
                  shall include promotional information about Cendant Mortgage
                  and educational materials to customers regarding the mortgage
                  process. Move.com shall be responsible for developing and
                  maintaining these sites which shall serve as a destination for
                  customers interested home listings, mortgage-related services,
                  and other real estate-related information online.

         (b)      The Parties contemporaneously have agreed upon additional
                  details concerning their respective obligations under the
                  Program, including but not limited to, as applicable, the
                  frequency, size, number and general content of the web sites
                  to be advertised. Move.com shall review and make suggestions
                  to Cendant Mortgage regarding Cendant Mortgage advertisements
                  and the most effective manner in which to promote its programs
                  and products on the Internet. Both parties shall cooperate
                  with each other, in good faith, to agree in selecting the
                  marketing materials that are ultimately placed on the web
                  site.


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         (c)      As part of the Program, Move.com shall provide monthly reports
                  to Cendant Mortgage (Move.com Reports), in form and format
                  reasonably acceptable to the Parties, that describe, among
                  other things, the extent to which Move.com has met its
                  obligations under the Program.

         (d)      In addition, Cendant Mortgage shall provide to Move.com its
                  standard monthly reporting on registrations, cancellations,
                  closings and pipeline so that Move.com may monitor the
                  effectiveness and quality of the mortgage services provided by
                  Cendant Mortgage.

2.       COMPENSATION. For the four (4) month period from the Effective Date
         through April 30, 2000, Cendant Mortgage shall pay a fee to Move.com
         ("Marketing Fee") for the access and marketing provided under the
         Program. The amount of the Marketing Fee shall be $565,000. The
         Marketing Fee shall be paid within thirty (30) days after the Effective
         Date of this Agreement. The Parties each acknowledge and agree that the
         Marketing Fee reflects the reasonable and fair market value of the
         goods and services to be provided by Move.com under the Program,
         without regard to the value or volume of mortgage loans that may be
         attributable to the Program.

3.       REGULATORY COMPLIANCE. Each party will comply with all applicable
         regulatory requirements of the United States or any state with respect
         to its services to be provided under this Agreement. Each party shall
         maintain any and all government approvals, licenses or authorizations
         required by the laws of the United States or any state to engage in the
         activities described in this Agreement.

4.       RELATIONSHIP. The relationship between Cendant Mortgage and Move.com
         shall be that of independent contractors and neither party shall be or
         represent itself to be an agent, employee, partner or joint venturer of
         the other, nor shall either party have or represent itself to have any
         power or authority to act for, bind or commit the other. Cendant
         Mortgage shall have sole discretion and authority with respect to
         product development, origination, processing, underwriting and
         servicing of all mortgage financing.

5.       CONFIDENTIAL INFORMATION. Each party recognizes that, during the term
         of this Agreement, its directors, officers or employees may obtain
         knowledge of trade secrets, membership lists and other confidential
         information of the other party which are valuable, special or unique to
         the continued business of that party. Accordingly, each party hereby
         agrees to hold such information in confidence and to use its best
         efforts to ensure that such information is held in confidence by its
         officers, directors and employees and to be utilized only in accordance
         with the terms of this Agreement.

6.       TRADEMARKS. Each party shall grant the other party a license to use
         certain of its trademarks (the "Marks") during the term of this
         Agreement. Each party agrees that nothing herein shall give to the
         other party any right, title or interest in the other party's Marks,
         except to use the Marks in accordance with the terms of this Agreement
         and that



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         the Cendant Mortgage Marks and the Move.com Marks are the sole and
         exclusive property of Cendant Mortgage and Move.com, respectively.

7.       DISCLAIMER. Neither Cendant Mortgage nor Move.com make any
         representation or warranty to the other regarding the effect that this
         Agreement and the consummation of the transactions contemplated hereby
         may have upon the Foreign, Federal, State or local tax liability of the
         other.

8.       SEVERABILITY. If any provision of this Agreement should be invalid,
         illegal or in conflict with any applicable state or federal law or
         regulation, such law or regulation shall control, to the extent of such
         conflict, without affecting the remaining provisions of this Agreement.

9.       TERM AND TERMINATION.

         (a)      The term of this Agreement shall be for a period of four (4)
                  months commencing on the Effective Date unless earlier
                  terminated in accordance with the provisions of this Section
                  9.

         (b)      Upon termination of this Agreement, as provided herein: (i)
                  Move.com shall refrain from any and all further use of or
                  reference to materials utilizing Cendant Mortgage in
                  connection with this Agreement, unless otherwise agreed in
                  writing by the parties; (ii) Cendant Mortgage shall continue
                  to process, in due course, any mortgage loan applications
                  submitted by Move.com's customers prior to termination of this
                  Agreement; and (iii) Cendant Mortgage shall be obligated to
                  pay any then due Marketing Fee; and (iv) the provisions of
                  Sections 5 and 10 of this Agreement shall survive.

         (c)      When fully executed, this Agreement will constitute a binding
                  obligation of both parties which may not be terminated by
                  either party except in the event of a material breach of the
                  terms of this Agreement by the other party. In the event of a
                  material breach as set forth above, the breaching party shall
                  be given written notice of such breach and the opportunity to
                  cure such breach within thirty (30) days of the date of such
                  notice. In the event the breaching party fails to cure such
                  breach within the applicable period stated above, the other
                  party shall have the right to immediately terminate this
                  Agreement upon written notice to the breaching party.

10.      HOLD HARMLESS.

         (a)      Cendant Mortgage agrees to indemnify, defend and hold Move.com
                  harmless from and against any and all claims, suits, actions,
                  liability, losses, expenses, or damages which may hereafter
                  arise, which Move.com, its affiliates, directors, officers,
                  agents or employees may sustain due to or arising out of any
                  negligent act


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                  or omission by Cendant Mortgage, its affiliates, officers,
                  agents, representatives or employees or out of any act by
                  Cendant Mortgage, its affiliates, officers, agents,
                  representatives or employees in violation of this Agreement or
                  in violation of any applicable law or regulation. Provided,
                  however, the above indemnification shall not provide coverage
                  for (i) any claim, suit, action, liability, loss, expense or
                  damage that resulted from an act or omission of Move.com or
                  (ii) the amount by which any cost, fee, expense or loss
                  associated with any of the foregoing were increased as a
                  result of an act or omission on the part of Move.com.

         (b)      Move.com agrees to indemnify, defend and hold Cendant Mortgage
                  harmless from and against any and all claims, suits, actions,
                  liability, losses, expenses, or damages which may hereafter
                  arise, which Cendant Mortgage, its affiliates, directors,
                  officers, agents or employees may sustain due to or arising
                  out of any negligent act or omission by Move.com, its
                  affiliates, officers, agents, representatives or employees or
                  out of any act by Move.com, its affiliates, officers, agents,
                  representatives or employees in violation of this Agreement or
                  in violation of any applicable law or regulation. Provided,
                  however, the above indemnification shall not provide coverage
                  for (i) any claim, suit, action, liability, loss, expense or
                  damage that resulted from an act or omission of Cendant
                  Mortgage or (ii) the amount by which any cost, fee, expense or
                  loss associated with any of the foregoing were increased as a
                  result of an act or omission on the part of Cendant Mortgage.

11.      NON-EXCLUSIVITY. The parties acknowledge and agree that the marketing
         and access services required of Move.com hereunder are provided under
         this Agreement on a non-exclusive basis and, as such, Move.com may
         enter into similar marketing agreements for the Program with parties
         other than Cendant Mortgage.

12.      NOTICES. All notices required or permitted by this Agreement shall be
         in writing and shall be given by certified mail, return receipt
         requested or by reputable overnight courier with package tracing
         capability and sent to the address at the head of this Agreement or
         such other address that a party specified in writing in accordance with
         this paragraph.

13.      AMENDMENT. The terms and conditions of this Agreement may not be
         modified or amended other than by a writing signed by both Parties.

14.      ASSIGNMENT; BINDING NATURE. The terms of this Agreement shall be
         binding upon and shall inure to the benefit of the Parties hereto. This
         Agreement shall not be assigned by any party without the express prior
         written consent of the other party.

15.      ENTIRE AGREEMENT. This Agreement and any exhibits, attachments and
         schedules attached hereto constitute the entire agreement between the
         Parties and supersede all oral or written negotiations (and prior
         agreements and understandings) of the Parties with respect to the
         subject matter hereof.


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16.      GOVERNING LAW. This Agreement shall be subject to and construed under
         the laws of the State of New Jersey, without reference to conflicts of
         law provisions thereof.


         IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed the day and year first above written.

MOVE.COM OPERATIONS, INC.                 CENDANT MORTGAGE
                                           CORPORATION

Signature: /s/ Barry Allen                 Signature: /s/ Terence Edwards
          ---------------------------                ---------------------------

By:    Barry Allen                         By:    Terence Edwards
   ----------------------------------         ----------------------------------

Title: CFO                                 Title: President & CEO
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Date:  3/28/00                             Date:  March 23, 2000
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