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                                                                   EXHIBIT 10.13


                                  EXPEDIA, INC.

                                 2001 STOCK PLAN

     1. Purposes of the Plan. The purposes of this Expedia, Inc. 2001 Stock Plan
        --------------------
are: to attract and retain the best available personnel for positions of
substantial responsibility, to provide additional incentives to Service
Providers, and to promote the success of the Company's business. Options granted
under the Plan are Non-statutory Stock Options. Stock Purchase Rights,
Restricted Stock and Warrants may also be granted under the Plan.

     2. Definitions. As used herein, the following definitions shall apply:
        -----------

        (a) "Administrator" means the Committee, the Board or their designee, as
provided in Section 4 of the Plan.

        (b) "Affiliate" means a corporation or other entity (including, a
limited liability company or a partnership) controlled by, controlling or under
common control with the Company.

        (c) "Applicable Laws" means the requirements relating to the
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock or Warrants are listed or quoted and the
applicable laws of any foreign country or jurisdiction where Options, Restricted
Stock, Stock Purchase Rights or Warrants are, or will be, granted under the
Plan.

        (d) "Board" means the Board of Directors of the Company.

        (e) "Cause" means termination of an Optionee's or Grantee's employment
by the Company for such reasons as may be defined as "Cause" in any applicable
employment agreement, or, if an Optionee or Grantee is not party to a valid
employment agreement at the time of his or her termination, shall mean (i) the
plea of guilty or nolo contendere to, or conviction for, the commission of a
felony offense by an Optionee or Grantee; (ii) a material breach by an Optionee
or a Grantee of a fiduciary duty owed to the Company or any of its subsidiaries;
(iii) a willful breach by an Optionee or Grantee of any non-disclosure,
non-solicitation or non-competition obligation owed to the Company or any of its
subsidiaries; (iv) the willful or gross neglect by an Optionee or Grantee of his
or her employment duties; and (v) such other event as shall be set forth in the
agreement evidencing the Optionee's or Grantee's award under this Plan.

        (f) "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and the applicable regulations promulgated thereunder.

        (g) "Committee" means a committee of Directors appointed by the Board in
accordance with Section 4 of the Plan.

        (h) "Common Stock" means the Common Stock of the Company.





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        (i) "Company" means Expedia, Inc., a Washington corporation, and any
successor entity thereto.

        (j) "Consultant" means any person, including an advisor, engaged by the
Company or any Parent, Subsidiary or other Affiliate to render services to such
entity.

        (k) "Director" means a member of the Board.

        (l) "Disability" means total and permanent disability as defined in
Section 22(e)(3) of the Code.

        (m) "Distribution" is defined in Section 13(a) hereof.

        (n) "Employee" means any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary or other Affiliate of the
Company. A Service Provider shall not cease to be an Employee in the case of (i)
any leave of absence approved by a senior officer of the Company or a majority
of the members of the Board, or (ii) transfers between locations of the Company
or between the Company, any Parent, Subsidiary or other Affiliate or any
successor to such entities. Neither service as a Director nor payment of a
director's fee by the Company shall be sufficient to constitute "employment" by
the Company.

        (o) "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, and the applicable rules and regulations promulgated
thereunder.

        (p) "Fair Market Value" means, as of any date, the value of Common Stock
determined as follows:

     If the Common Stock is listed on any established stock exchange or a
national market system, including, without limitation, the Nasdaq National
Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market
Value shall be the closing sales price for such stock (or the closing bid, if no
sales were reported) as quoted on such exchange or system for the last market
trading day prior to the day of determination, as reported in The Wall Street
Journal or such other source as the Administrator deems reliable;

     If the Common Stock is regularly quoted by a recognized securities dealer
but selling prices are not reported, the Fair Market Value of a Share of Common
Stock shall be the mean between the high bid and low asked prices for the Common
Stock on the last market trading day prior to the day of determination, as
reported in The Wall Street Journal or such other source as the Administrator
deems reliable; or

     In the absence of an established market for the Common Stock, the Fair
Market Value shall be determined in good faith by the Administrator and computed
in accordance with applicable regulations of the Internal Revenue Service.

        (q) "Grantee" means the holder of Restricted Stock, a Stock Purchase
Right or a Warrant granted under the Plan.

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         (r)  "Immediate Family" means the Optionee and the Optionee's spouse,
parents, children or grandchildren (including adopted children, step-children
and step-grandchildren.

         (s)  "Merger Consideration" shall have the meaning in Section 3.2(b) of
the Transaction Agreement.

         (t)  "Non-Employee Director" means a Director who is not an Employee.

         (u)  "Non-statutory Stock Option" means an Option not intended to meet
the requirements of Section 422 of the Code and the regulations promulgated
thereunder.

         (v)  "Notice of Grant" means a written or electronic notice evidencing
certain terms and conditions of an individual Option or Stock Purchase Right
grant. The Notice of Grant is part of the Option Agreement.

         (w)  "Old Option" means an option to purchase Common Stock issued under
the Company's 1999 Amended and Restated Stock Option Plan or the Company's Stock
Option Plan for Non-Employee Directors that is outstanding as of August 2, 2001.

         (x)  "Officer" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

         (y)  "Option" means a stock option granted pursuant to the Plan.

         (z)  "Option Agreement" means an agreement between the Company and an
Optionee evidencing the terms and conditions of an individual Option grant. The
Option Agreement is subject to the terms and conditions of the Plan.

         (aa) "Optioned Stock" means the Common Stock subject to an Option or
Stock Purchase Right.

         (bb) "Optionee" means the holder of an outstanding Option or Stock
Purchase Right granted under the Plan.

         (cc) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

         (dd) "Performance Goals" means the performance goals established by the
Committee in connection with the grant of Restricted Stock. In the case of
Qualified Performance-Based Awards, (i) such goals shall be based on the
attainment of specified levels of one or more of the following measures:
earnings per share, sales, net profit after tax, gross profit, operating profit,
cash generation, unit volume, return on equity, change in working capital,
return on capital, shareholder return, market share or any other objective
performance measure established by the Committee, and (ii) such Performance
Goals shall be set by the Committee within the time period prescribed by Section
162(m) of the Code and related regulations.

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         (ee) "Plan" means this Expedia, Inc. 2001 Stock Plan, as amended and
restated from time to time.

         (ff) "Qualified Performance-Based Award" means an award of Restricted
Stock designated as such by the Committee at the time of grant, based upon a
determination that (i) the Grantee is or may be a "covered employee" within the
meaning of Section 162(m)(3) of the Code in the year in which the Company would
expect to be able to claim a tax deduction with respect to such Restricted Stock
and (ii) the Committee wishes such award to qualify for the Section 162(m)
Exemption.

         (gg) "Recapitalization and Merger" means the transactions contemplated
by the Transaction Agreement.

         (hh) "Restricted Stock" means restricted Shares awarded pursuant to the
Plan.

         (ii) "Restricted Stock Purchase Agreement" means a written agreement
between the Company and the Optionee evidencing the terms and restrictions
applying to stock purchased under a Stock Purchase Right. The Restricted Stock
Purchase Agreement is subject to the terms and conditions of the Plan and the
Notice of Grant.

         (jj) "Restricted Stock Agreement" means a written agreement between the
Company and the Grantee evidencing the terms and conditions of an individual
Restricted Stock grant. The Restricted Stock Agreement is subject to the terms
of the Plan.

         (kk) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor
to Rule 16b-3, as in effect when discretion is being exercised with respect to
the Plan.

         (ll) "Section 16(b)" means Section 16(b) of the Exchange Act.

         (mm) "Section 162(m) Exemption" means the exemption from the limitation
on deductibility imposed by Section 162(m) of the Code that is set forth in
Section 162(m)(4)(C) of the Code.

         (nn) "Service Provider" means an Employee, Non-Employee Director or
Consultant.

         (oo) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 15 of the Plan.

         (pp) "Stock Purchase Right" means the right to purchase Common Stock
pursuant to Section 11 of the Plan, as evidenced by a Notice of Grant.

         (qq) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

         (rr) "Transaction Agreement" means the Amended and Restated Agreement
and Plan of Recapitalization and Merger, dated as of July 15, 2001, by and among

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USA Networks, Inc., the Company, Taipei, Inc., Microsoft Corporation, and
Microsoft E-Holdings, Inc.

         (ss) "Warrant" means "Company Warrant" as defined in the Transaction
Agreement.

     3.  Stock Subject to the Plan. Subject to the provisions of Section 15 of
         -------------------------
the Plan, the maximum aggregate number of Shares which may be issued under the
Plan is 6,800,000 Shares. The Shares may be authorized, but unissued, or
reacquired Common Stock.

     If any grant of Restricted Stock is forfeited, or if any Option, Stock
Purchase Right or Warrant terminates, expires or lapses without being exercised
in full, the forfeited or unpurchased Shares which were subject thereto shall
become available for future grant or sale under the Plan (unless the Plan has
terminated); provided, however, that Shares that have actually been issued under
the Plan, whether upon exercise of an Option, Stock Purchase Right or Warrant or
upon lapsing of restrictions on Restricted Stock, shall not be returned to the
Plan and shall not become available for future distribution under the Plan,
except that if Shares of Restricted Stock are repurchased by the Company at
their original purchase price, such Shares shall become available for future
grant under the Plan. If the exercise price of any Option, Warrant or Stock
Purchase Right granted under the Plan is satisfied by delivering Shares to the
Company (by either actual delivery or by attestation), only the number of Shares
issued net of the Shares delivered or attested to shall be deemed issued for
purposes of determining the maximum numbers of Shares available for issuance
under the Plan. To the extent any Shares subject to an Option, Stock Purchase
Right, Warrant or Restricted Stock are not delivered to a participant because
such Shares are used to satisfy an applicable tax-withholding obligation, such
Shares shall not be deemed to have been issued for purposes of determining the
maximum number of Shares available for issuance under the Plan.

     4.  Administration of the Plan.
         --------------------------

         (a)  Procedure - in General. The Plan shall be administered by (i) the
Committee, which shall be comprised of not less than two directors appointed by
the Board, each of whom is intended to be a "non-employee director" (within the
meaning of Rule 16b-3) and an "outside director" (within the meaning of Code
Section 162(m) and the Treasury Regulations promulgated thereunder) to the
extent that Rule 16b-3 and Code Section 162(m), respectively, are applicable to
the Company and to Options, Stock Purchase Rights, Restricted Stock and Warrants
granted under the Plan; or (ii) the Board.

         (b)  Powers of the Administrator. Subject to the provisions of the
Plan, the Administrator shall have the authority, in its discretion:

              (i)   to grant Options, Restricted Stock, Stock Purchase Rights
     and Warrants pursuant to the terms of the Plan to Service Providers;

              (ii)  to determine the Fair Market Value;

              (iii) to select the Service Providers to whom Options, Restricted
     Stock, Stock Purchase Rights and Warrants may be granted hereunder;
     provided,

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          however, that notwithstanding any other provision of this Plan, grants
          to Consultants shall be made solely by the Board, subject to its
          authority to delegate pursuant to Section 4(c);

                    (iv)   to determine the number of shares of Common Stock to
          be covered by each Option, Restricted Stock award, Stock Purchase
          Right and Warrant granted hereunder;

                    (v)    to approve forms of agreement for use under the Plan;

                    (vi)   to determine the terms and conditions (which need not
          be the same with respect to each Grantee), not inconsistent with the
          terms of the Plan, of any Option, Restricted Stock award or Stock
          Purchase Right granted hereunder. Such terms and conditions include,
          but are not limited to, the exercise price, the time or times when
          Options or Stock Purchase Rights may be exercised (which may be based
          on performance criteria), any vesting acceleration or waiver of
          forfeiture restrictions, and any restriction or limitation regarding
          any Option, grant of Restricted Stock or Stock Purchase Right or the
          shares of Common Stock relating thereto, based in each case on such
          factors as the Administrator, in its sole discretion, shall determine;

                    (vii)  to construe and interpret the terms of the Plan and
          awards granted pursuant to the Plan and interpret, administer,
          reconcile any inconsistency, correct any default and/or supply any
          omission in the Plan and any instrument or agreement relating to any
          Option, Restricted Stock award, Stock Purchase Right or Warrant
          granted under the Plan; provided, however, that the Committee may not
          adjust upwards the amount payable with respect to a Qualified
          Performance-Based Award or alter the Performance Goals associated
          therewith;

                    (viii) to prescribe, amend and rescind rules and regulations
          relating to the Plan, including rules and regulations relating to
          sub-plans established for the purpose of qualifying for preferred tax
          treatment under foreign tax laws;

                    (ix)   to modify or amend each Option, Restricted Stock
          grant, Stock Purchase Right or Warrant (subject to Section 17(c) of
          the Plan), including the discretionary authority to extend the
          post-termination exercisability period of Options longer than is
          otherwise provided for in the Plan;

                    (x)    to allow Optionees and Grantees to satisfy
          withholding tax obligations by electing to have the Company withhold
          from the Shares to be issued upon exercise of an Option, Warrant or
          Stock Purchase Right or lapsing of restrictions on Restricted Stock
          that number of Shares having a Fair Market Value equal to the amount
          required to be withheld. The Fair Market Value of the Shares to be
          withheld shall be determined on the date that the amount of tax to be
          withheld is to be determined. All elections by an Optionee or a
          Grantee to have

<PAGE>

         Shares withheld for this purpose shall be made in such form and under
         such conditions as the Administrator may deem necessary or advisable;

                  (xi)  to authorize any person to execute on behalf of the
         Company any instrument required to effect the grant of an Option,
         Restricted Stock, Stock Purchase Right or Warrant previously granted by
         the Administrator; and

                  (xii) to make all other determinations deemed necessary or
         advisable for administering the Plan.

            (c)   Effect of Administrator's Decision. The Administrator's
decisions, determinations and interpretations shall be final, binding and
conclusive on all Optionees and Grantees, and all other persons having an
interest herein. No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any award
hereunder.

         The Administrator may act only by a majority of its members then in
office, except that the Administrator may, except to the extent prohibited by
applicable law or the applicable rules of a stock exchange, allocate all or any
portion of its responsibilities and powers to any one or more of its members and
may delegate all or any part of its responsibilities and powers to any person or
persons selected by it; provided that no such delegation may be made that would
cause awards or other transactions under the Plan to cease to be exempt from
Section 16(b) of the Exchange Act or cause an award designated as a Qualified
Performance-Based award not to qualify for, or to cease to qualify for, the
Section 162(m) Exemption. Any such allocation or delegation may be revoked by
the Administrator at any time.

         5. Eligibility. Non-statutory Stock Options, Restricted Stock, Stock
            -----------
Purchase Rights and Warrants may be granted to all Service Providers. Warrants
may only be granted pursuant to the specific provisions of Section 13 of the
Plan.

         Except as may specifically be provided by the Administrator from time
to time, in order to receive a grant of Options, Restricted Stock or Stock
Purchase Rights under the Plan, a Service Provider must agree not to (a) solicit
employees of the Company or its Subsidiaries or Affiliates, (b) compete with the
Company or its Subsidiaries or Affiliates and (c) reveal confidential
information of the Company or its Subsidiaries or Affiliates. The terms,
conditions, and provisions relating to these non-solicitation, non-competition
and confidentiality provisions shall be determined by the Administrator.

         6. Limitations.
            -----------

            (a)   Each Option granted under the Plan shall be designated in the
Option Agreement as a Non-statutory Stock Option.

            (b)   The following limitations shall apply to grants of Options and
Qualified Performance-Based Awards:

<PAGE>

                  (i)   No Service Provider shall be granted, more than
         2,000,0000 Options or more than 2,000,000 Qualified Performance-Based
         Awards during any calendar year. No Non-Employee Director shall be
         granted more than 15,000 Options with respect to such Non-Employee
         Director's first calendar year as a Non-Employee Director and no
         Non-Employee Director shall be granted more than 10,000 Options with
         respect to any calendar year thereafter.

                  (ii)  The foregoing limitations shall be adjusted
         proportionately in connection with any change in the Company's
         capitalization as described in Section 15.

                  (iii) If an Option is canceled in the same fiscal year of the
         Company in which it was granted (other than in connection with a
         transaction described in Section 15), the canceled Option will be
         counted against the limits set forth in subsections (i) and (ii) above.
         For this purpose, if the exercise price of an Option is reduced, the
         transaction will be treated as a cancellation of the Option and the
         grant of a new Option.

         7. Term of Plan. Subject to Section 21 of the Plan, the Plan shall
            ------------
become effective upon its adoption by the Board. It shall continue in effect for
a term of ten (10) years unless terminated earlier under Section 17 of the Plan.

         8. Term of Option. The term of each Option shall be stated in the
            --------------
Option Agreement.

         9. Option Exercise Price and Consideration.
            ---------------------------------------

            (a)   Exercise Price. The per share exercise price for the Shares to
be issued pursuant to exercise of an Option shall be determined by the
Administrator. In the case of a Non-statutory Stock Option intended to qualify
as "performance-based compensation" within the meaning of Section 162(m) of the
Code, the per Share exercise price shall be no less than 100% of the Fair Market
Value per Share on the date of grant. Notwithstanding the foregoing, Options may
be granted with a per Share exercise price of less than 100% of the Fair Market
Value per Share on the date of grant pursuant to a merger or other corporate
transaction.

            (b)   Waiting Period and Exercise Dates. At the time an Option is
granted, the Administrator shall fix the period within which the Option may be
exercised and shall determine any conditions which must be satisfied before the
Option may be exercised.

            (c)   Form of Consideration. The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method
of payment. The Administrator shall determine the acceptable form of
consideration at the time of grant or the agreement. Such consideration may
consist entirely of:

                  (i)   cash;

                  (ii)  check;

<PAGE>

                            (iii) promissory note;

                            (iv)  other than as provided in subsection (v),
               other Shares (by delivery or attestation) which (A) in the case
               of Shares acquired upon exercise of an option, have been owned by
               the Optionee for more than six months on the date of delivery (or
               attestation) or which were acquired in the open market, and (B)
               have a Fair Market Value on the date of delivery (or attestation)
               equal to the aggregate exercise price of the Shares as to which
               said Option shall be exercised;

                            (v)   consideration received by the Company under
               the cashless exercise program that is implemented by the Company
               from time to time in connection with the Plan;

                            (vi)  any combination of the foregoing methods of
               payment; or

                            (vii) such other consideration and method of payment
               for the issuance of Shares to the extent permitted by Applicable
               Laws.

               10.  Exercise of Option.
                    ------------------

                    (a) Procedure for Exercise; Rights as a Stockholder. Any
Option granted hereunder shall be exercisable according to the terms of the Plan
and at such times and under such conditions as determined by the Administrator
and set forth in the Option Agreement. Unless the Administrator provides
otherwise, vesting of Options granted hereunder shall be tolled during any
unpaid leave of absence. An Option may not be exercised for a fraction of a
Share.

               An Option shall be deemed exercised when the Company receives:
(i) written or electronic notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued
upon exercise of an Option shall be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee and his or her spouse.
Until the Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right
to vote or receive dividends or any other rights as a stockholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option.
The Company shall issue (or cause to be issued) such Shares promptly after the
Option is exercised. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued, except as
provided in Section 15 of the Plan.

               Exercising an Option in any manner shall decrease the number of
Shares thereafter available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised, except
as otherwise provided in Section 3 of the Plan.

                    (b) Termination of Relationship as a Service Provider. If
an Optionee ceases to be a Service Provider, other than upon the Optionee's
death or Disability, the Optionee



<PAGE>

may exercise his or her Option within such period of time as is specified in
the Option Agreement to the extent that the Option is vested on the date of
termination (but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement). In the absence of a specified time
in the Option Agreement, the Option shall remain exercisable for three months
following the Optionee's termination, unless such termination is for Cause, in
which case the Option will immediately terminate and expire. If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the Plan.
If, after termination, the Optionee does not exercise his or her Option within
the time specified by the Administrator, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.

        (c)    Disability of Optionee. If an Optionee ceases to be a Service
Provider as a result of the Optionee's Disability, the Optionee may exercise his
or her Option, but only to the extent that the Option would have otherwise
vested had the Optionee remained a Service Provider for a period of twelve (12)
months after the date on which the Service Provider ceased to be a Service
Provider as a result of the Disability. Such exercise must occur within eighteen
(18) months (or such shorter time as is specified in the Option Agreement) from
the date on which the Service Provider ceased to be a Service Provider as a
result of the Disability (but in no event later than the date of expiration of
the term of such Option as set forth in the Option Agreement). If, after
termination, the Optionee does not exercise his or her Option within the time
specified herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.

        (d)    Death of Optionee.  In the event of the death of an Optionee:

               (i)      who is at the time of death a Service Provider, the
     Option may be exercised, at any time within twelve (12) months following
     the date of death (but in no event later than the date of expiration of the
     term of such Option as set forth in the Option Agreement), by the
     Optionee's estate or by a person who acquired the right to exercise the
     option by bequest or inheritance, but only to the extent that the Option
     would have otherwise vested had the Optionee continued living and continued
     to be a Service Provider twelve (12) months after the date of death; or

               (ii)     who is at the time of death not a Service Provider but
     whose Option has not yet expired, the Option may be exercised, at any time
     within twelve (12) months following the date of death (but in no event
     later than the date of expiration of the term of such Option as set forth
     in the Option Agreement), by the Optionee's estate or by a person who
     acquired the right to exercise the Option by bequest or inheritance, but
     only to the extent that the Option would have otherwise vested at the date
     of termination.

        If the Option is not so exercised within the time specified herein, the
Option shall terminate, and the Shares covered by such Option shall revert to
the Plan.

        (e)    Buyout Provisions.  The Administrator may at any time offer to
buy out for a payment in cash or Shares an Option previously granted based on
such terms and



<PAGE>

conditions as the Administrator shall establish and communicate to the Optionee
at the time that such offer is made

        11.    Stock Purchase Rights.
               ---------------------

               (a)      Rights to Purchase. Stock Purchase Rights may be issued
either alone, in addition to, or in tandem with other awards granted under the
Plan and/or cash awards made outside of the Plan. After the Administrator
determines that it will offer Stock Purchase Rights under the Plan, it shall
advise the offeree in writing or electronically, by means of a Notice of Grant,
of the terms, conditions and restrictions related to the offer, including the
number of Shares that the offeree shall be entitled to purchase, the price to be
paid, and the time within which the offeree must accept such offer. The offer
shall be accepted by execution of a Restricted Stock Purchase Agreement in the
form determined by the Administrator.

               (b)      Repurchase Option. Unless the Administrator determines
otherwise, the Restricted Stock Purchase Agreement shall grant the Company a
repurchase option exercisable upon the Grantee voluntary or involuntary ceasing
to be a Service Provider for any reason (including death or Disability). The
purchase price for Shares repurchased pursuant to the Restricted Stock Purchase
Agreement shall be the original price paid by the purchaser and may be paid by
cancellation of any indebtedness of the purchaser to the Company. The repurchase
option shall lapse at a rate determined by the Administrator.

               (c)      Other Provisions.  The Restricted Stock Purchase
Agreement shall contain such other terms, provisions and conditions not
inconsistent with the Plan as may be determined by the Administrator in its sole
discretion.

               (d)      Rights as a Stockholder. Once the Stock Purchase Right
is exercised, the purchaser shall have the rights equivalent to those of a
stockholder, and shall be a stockholder when his or her purchase is entered upon
the records of the duly authorized transfer agent of the Company. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the Stock Purchase Right is exercised, except as provided in Section 15
of the Plan.

        12.    Restricted Stock.
               ----------------

               (a)      Administration. Shares of Restricted Stock may be
awarded either alone or in addition to other awards granted under the Plan. The
Administrator shall determine the Service Providers to whom and the time or
times at which grants of Restricted Stock will be awarded, the number of Shares
to be awarded to any Service Providers, the conditions for vesting, the time or
times within which such awards may be subject to forfeiture and any other terms
and conditions of the awards, in addition to those contained in Section 12(c).

               (b)      Awards and Certificates. Shares of Restricted Stock
shall be evidenced in such manner as the Administrator may deem appropriate,
including book-entry registration or issuance of one or more stock certificates.
Any certificate issued in respect of shares of Restricted Stock shall be
registered in the name of such participant and shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such award,
substantially in the following form:

<PAGE>

       "The transferability of this certificate and the shares of Common Stock
       represented hereby are subject to the terms and conditions (including
       forfeiture) of the Expedia, Inc. 2001 Stock Plan and a Restricted Stock
       Agreement. Copies of such Plan and Agreement are on file at the offices
       of Expedia, Inc., 13810 SE Eastegate Way, Suite 400, Bellevue, WA 98005."

The Administrator may require that the certificates evidencing such Shares be
held in custody by the Company until the restrictions thereon shall have lapsed
and that, as a condition of any award of Restricted Stock, the participant shall
have delivered a stock power, endorsed in blank, relating to the Common Stock
covered by such award.

               (c)  Terms and Conditions. Shares of Restricted Stock shall be
subject to the following terms and conditions:

                    (i)   The Administrator may, prior to or at the time of
       grant, designate an award of Restricted Stock as a Qualified
       Performance-Based Award, in which event the Administrator shall condition
       the grant or vesting, as applicable, of such Restricted Stock upon the
       attainment of Performance Goals. If the Administrator does not designate
       an award of Restricted Stock as a Qualified Performance-Based Award, it
       may also condition the grant or vesting thereof upon the attainment of
       Performance Goals. Regardless of whether an award of Restricted Stock is
       a Qualified Performance-Based Award, the Administrator may also condition
       the grant or vesting thereof upon the continued service of the Grantee.
       The conditions for grant or vesting and the other provisions of
       Restricted Stock grants (including without limitation any applicable
       Performance Goals) need not be the same with respect to each Grantee. The
       Administrator may at any time, in its sole discretion, accelerate or
       waive, in whole or in part, any of the foregoing restrictions; provided,
       however, that in the case of Restricted Stock that is a Qualified
       Performance-Based Award, the applicable Performance Goals have been
       satisfied.

                    (ii)  Subject to the provisions of the Plan and the
       Restricted Stock Agreement referred to in Section 12(c)(vi), during the
       period, if any, set by the Administrator, commencing with the date of
       such award for which such Grantee's continued service is required (the
       "Restriction Period"), and until the later of (i) the expiration of the
       Restriction Period and (ii) the date the applicable Performance Goals (if
       any) are satisfied, the Grantee shall not be permitted to sell, assign,
       transfer, pledge or otherwise encumber shares of Restricted Stock;
       provided that the foregoing shall not prevent a Grantee from pledging
       Restricted Stock as security for a loan, the sole purpose of which is to
       provide funds to pay the option price for Options.

                    (iii) Except as provided in this paragraph (iii) and
       Sections 12(c)(i) and 12(c)(ii) and the Restricted Stock Agreement, the
       Grantee shall have, with respect to the shares of Restricted Stock, all
       of the rights of a stockholder of the Company holding the class or series
       of Common Stock that is the subject of the Restricted Stock, including,
       if applicable, the right to vote the shares and the

<PAGE>

       right to receive any cash dividends. If so determined by the
       Administrator in the applicable Restricted Stock Agreement, (A) cash or
       other dividends on the class or series of Common Stock that is the
       subject of the Restricted Stock Award shall be automatically deferred and
       reinvested in additional Restricted Stock, held subject to the vesting of
       the underlying Restricted Stock, or held subject to meeting Performance
       Goals applicable only to dividends, and (B) dividends payable in Common
       Stock shall be paid in the form of Restricted Stock of the same class as
       the Common Stock with which such dividend was paid, held subject to the
       vesting of the underlying Restricted Stock, or held subject to meeting
       Performance Goals applicable only to dividends; provided that
       reinvestment of dividends in additional Restricted Stock at the time of
       any divided payment shall only be permissible if sufficient shares of
       Common Stock are available under Section 3 for such reinvestment.

               (iv)   Except to the extent otherwise provided in the applicable
       Restricted Stock Agreement or Section 12(c)(i), 12(c)(ii), 12(c)(v) or
       upon a Grantee ceasing to be a Service Provider for any reason during the
       Restriction Period or before the applicable Performance Goals are
       satisfied, all shares still subject to restriction shall be forfeited by
       the Grantee; provided, however, that the Administrator shall have the
       discretion to waive, in whole or in part, any or all remaining
       restrictions (other than, in the case of Restricted Stock with respect to
       which a Grantee is a "Covered Employee" within the meaning of Section
       162(m) of the Code, satisfaction of the applicable Performance Goals
       unless the Grantee's employment is terminated by reason of death or
       Disability) with respect to any or all of such Grantee's Shares of
       Restricted Stock.

               (v)    If and when the Restriction Period expires without a prior
       forfeiture of the Restricted Stock (and any applicable Performance Goals
       are satisfied), unlegended certificates for such Shares shall be
       delivered to the participant upon surrender of the legended certificates.

               (vi)   Each award shall be confirmed by, and be subject to, the
        terms of a Restricted Stock Agreement.

       13.     Warrants.
               --------

       (a)     Prior to the listing of the Warrants on Nasdaq, the American
Stock Exchange or other exchange acceptable to the Company (as contemplated by
the Transaction Agreement), the Company shall, subject to applicable law,
distribute under the Plan (the "Distribution"), to holders of Old Options on the
date of the Distribution, 0.1920 Warrants with respect to each Share underlying
any such Old Option, whether or not then vested; provided, however, that,
subject to the following sentence, Warrants distributed in respect of unvested
Old Options shall be restricted and shall become exercisable and transferable
solely upon the vesting of such related Old Option.

       (b)     With respect to all Warrants, whether vested or unvested, for a
period of 90 days following the date of Distribution, (i) such Warrants shall
not be exercisable, and (ii) the

<PAGE>

Company shall instruct its transfer agent to place a stop transfer order on
certificates representing such Warrants. The Company shall terminate such stop
transfer order immediately upon expiration of such 90-day period.

                  (c)   The Warrants shall not terminate upon the termination of
employment of a holder of an Old Option and shall not be subject to the
restrictions in Section 14 hereof.

                  (d)   Except as specifically provided for in this Plan,
Warrants shall have the same terms and conditions as the Company Warrants
described in Section 8.12 of the Transaction Agreement.

                  14.   Non-Transferability of Options, Restricted Stock and
                        ----------------------------------------------------
Stock Purchase Rights. Unless determined otherwise by the Administrator, an
---------------------
Option, a grant of Restricted Stock or a Stock Purchase Right may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee. However, an Option, a
grant of Restricted Stock or a Stock Purchase Right is transferable, in whole or
in part, by gift or, with the consent of the Administrator, for value, to
Immediate Family of the Optionee or Grantee, partnerships of which the only
partners are members of the Optionee's or Grantee's Immediate Family, and trusts
established solely for the benefit of the Optionee's or Grantee's Immediate
Family, provided such transferability shall be limited to vested rights.
Transfers to the Optionee's or Grantee's immediate family are subject to the
terms and conditions of this Plan and the terms and conditions of any relevant
agreement pursuant to which they were granted and shall not be permitted to
effect a cashless exercise. The Optionee's or Grantee's Immediate Family do not
have the right to further transfer those rights other than by will or the laws
of descent and distribution. In addition, an Option, a grant of Restricted Stock
or a Stock Purchase Right shall also be transferable by the Optionee or Grantee,
in whole or in part, with the consent of the Administrator, to charitable
organizations, provided such transferability shall be limited to vested rights.
Transfers to charitable organizations shall also be subject to the terms and
conditions of this Plan and the terms and conditions of any relevant agreement
pursuant to which they were granted, and charitable organizations shall not be
permitted to effect a cashless exercise. In addition, such charitable
organizations shall not have the right to further transfer those rights. If the
Administrator makes an Option, grant of Restricted Stock or a Stock Purchase
Right transferable, such Option, grant of Restricted Stock or Stock Purchase
Right shall contain such additional terms and conditions as the Administrator
deems appropriate.

                  15.   Adjustments upon Changes in Capitalization, Dissolution,
                        --------------------------------------------------------
 Merger or Asset Sale.
---------------------

                        (a)    Changes in Capitalization. Subject to any
required action by the stockholders of the Company, the number of shares of
Restricted Stock, the number of Shares covered by each outstanding Option and
Stock Purchase Right, the number or kind of Shares which have been authorized
for issuance under the Plan but as to which no Options, Shares of Restricted
Stock or Stock Purchase Rights have yet been granted or which have been returned
to the Plan upon cancellation, expiration or forfeiture of an Option, shares of
Restricted Stock or Stock Purchase Right, as well as the price per Share covered
by each such outstanding Option or Stock Purchase Right shall be proportionately
adjusted for any increase or decrease in the

<PAGE>

number or kind of issued shares of Common Stock resulting from a stock split,
reverse stock split, stock dividend, combination or reclassification of the
Common Stock, or any other increase or decrease in the number of issued Shares
effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration;" provided further, that
the number of shares of Restricted Stock or Shares subject to an Option or Stock
Purchase Right shall always be a whole number. Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an Option,
shares of Restricted Stock or Stock Purchase Right.

                  (b)   Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
Optionee as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for an Optionee to
have the right to exercise his or her Option until ten (10) days prior to such
transaction as to all of the Optioned Stock covered thereby, including Shares as
to which the Option would not otherwise be exercisable. In addition, the
Administrator may provide that any Company repurchase option (as described in
Section 11(b) of the Plan) applicable to any Shares purchased upon exercise of
an Option or Stock Purchase Right shall lapse as to all such Shares and that all
restrictions with respect to any Restricted Stock shall lapse as to all such
Restricted Stock, provided that the proposed dissolution or liquidation takes
place at the time and in the manner contemplated. To the extent it has not been
previously exercised, an Option or a Stock Purchase Right will terminate
immediately prior to the consummation of such proposed action.

                  (c)   Merger or Asset Sale. In the event of a merger of the
Company with or into another corporation, or the sale of substantially all of
the assets of the Company, all outstanding Options, shares of Restricted Stock
or Stock Purchase Rights shall be assumed or an equivalent option, share of
restricted stock or right shall be substituted by the successor corporation or a
Parent or Subsidiary of the successor corporation. The number of Shares reserved
pursuant to Section 3 may be increased by the corresponding number of Options
assumed in connection with such a transaction and, in the case of a
substitution, by the net increase in the number of Shares subject to Options
before and after the substitution. In the event that the successor corporation
refuses to assume or substitute for the Option, Restricted Stock or Stock
Purchase Right, the Optionee or Grantee shall fully vest in and have the right
to exercise the Option or Stock Purchase Right as to all of the Optioned Stock,
including Shares as to which it would not otherwise be vested or exercisable,
and all restrictions on Restricted Stock shall lapse, as the case may be. If an
Option or Stock Purchase Right becomes fully vested and exercisable in lieu of
assumption or substitution in the event of a merger or sale of assets, the
Administrator shall notify the Optionee or Grantee in writing or electronically
that the Option or Stock Purchase Right shall be fully vested and exercisable
for a period of fifteen (15) days from the date of such notice, and the Option
or Stock Purchase Right shall terminate upon the expiration of such period. For
the purposes of this paragraph, the Option, Stock Purchase Right or Restricted
Stock shall be considered assumed if, following the merger or sale of assets,
the option, right or share of restricted stock confers the right to purchase or
receive, for each Share

<PAGE>

of Optioned Stock subject to the Option or Stock Purchase Right, Share granted
as Restricted Stock immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received in
the merger or sale of assets by holders of Common Stock for each Share held on
the effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration received
in the merger or sale of assets is not solely common stock of the successor
corporation or its Parent, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be received upon the
exercise of the Option or Stock Purchase Right for each Share of Optioned Stock
subject to the Option or Stock Purchase Right or upon the lapse of the
restrictions with respect to the Restricted Stock, respectively, to be solely
common stock of the successor corporation or its Parent equal in fair market
value to the per share consideration received by holders of Common Stock in the
merger or sale of assets.

         16.      Date of Grant. The date of grant of an Option, a share of
                  -------------
Restricted Stock or a Stock Purchase Right shall be, for all purposes, the date
on which the Administrator makes the determination granting such Option,
Restricted Stock or Stock Purchase Right or such other later date as is
determined by the Administrator. Notice of the determination shall be provided
to each Optionee or Grantee within a reasonable time after the date of such
grant. The date of grant of a Warrant shall be the date of Distribution.

         17.      Amendment and Termination of the Plan.
                  -------------------------------------

                  (a)   Amendment and Termination. The Board may at any time
amend, alter, suspend or terminate the Plan, provided that no such amendment,
alteration, suspension, discontinuation or termination shall be made without
shareholder approval if such approval is necessary to comply with any tax or
regulatory requirement applicable to the Plan (including as necessary to prevent
Options, Stock Purchase Rights, Restricted Stock and Warrants granted under the
Plan from failing to qualify as "performance-based compensation" for purposes of
Section 162(m) of the Code); and provided further that any such amendment,
alteration, suspension, discontinuance or termination that would impair the
rights of any Optionee or Grantee shall not to that extent be effective without
the consent of the affected Optionee, Grantee, holder or beneficiary.

                  (b)   Stockholder Approval.  The Company shall obtain
stockholder approval of any Plan amendment to the extent necessary and desirable
to comply with Applicable Laws.

                  (c)   Service Providers in Foreign Countries. The
Administrator shall have the authority to adopt such modifications, procedures,
and subplans as may be necessary or desirable to comply with provisions of the
laws of foreign countries in which the Company or its Subsidiaries may operate
to assure the viability of the benefits from Options, Restricted Stock or Stock
Purchase Rights granted to Service Providers in such countries and to meet the
objectives of the Plan.

                  (d)   Effect of Amendment or Termination.  No amendment,
alteration, suspension or termination of the Plan shall impair the rights of any
Optionee or Grantee, unless



<PAGE>

mutually agreed otherwise between the Optionee or Grantee and the Company, which
agreement must be in writing and signed by the Optionee or Grantee and the
Company. Termination of the Plan shall not affect the Administrator's ability to
exercise the powers granted to it hereunder with respect to Options or
Restricted Stock granted under the Plan prior to the date of such termination.

         18.      Conditions Upon Issuance of Shares.
                  ----------------------------------

                  (a)   Legal Compliance. Shares shall not be issued pursuant to
the exercise of an Option, Stock Purchase Right or Warrant and shares of
Restricted Stock shall not be released from the custody of the Company if so
held, unless the exercise of such Option, Stock Purchase Right or Warrant and
the issuance and delivery of such Shares shall comply with Applicable Laws and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.

                  (b)   Investment Representations. As a condition to the
exercise of an Option, Stock Purchase Right or Warrant, the Company may require
the person exercising such Option, Stock Purchase Right or Warrant to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required.

         19.      Inability to Obtain Authority. The inability of the Company to
                  -----------------------------
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.

         20.      Reservation of Shares.  The Company, during the term of this
                  ---------------------
Plan, will at all times reserve andkeep available such number of Shares as shall
be sufficient to satisfy the requirements of the Plan.

         21.      Stockholder Approval.  The Plan shall be subject to approval
                  --------------------
by the stockholders of the Companywithin twelve (12) months after the date the
Plan is adopted. Such stockholder approval shall be obtained in the manner and
to the degree required under Applicable Laws.

         22.      Governing Law.  The terms of this Plan shall be governed by
                  -------------
the Laws of the State of Washingtonwithout reference to principles of conflict
of laws, as applied to contracts executed in and performed wholly within the
State of Washington.

         23.      Tax Withholding.
                  ---------------

                  (a)   An Optionee or Grantee may be required to pay to the
Company or any Parent, Subsidiary or other Affiliate, and the Company or any
Parent, Subsidiary or other Affiliate shall have the right and is hereby
authorized to withhold from any Shares or other property deliverable under any
award under the Plan or from any compensation or other amounts owing to an
Optionee or Grantee the amount (in cash, Shares or other property) of any
required

<PAGE>

tax withholding and payroll taxes in respect of the grant or exercise or lapse
of restrictions with respect to an award, and to take such other action as may
be necessary in the opinion of the Company, to satisfy all obligations for the
payment of such taxes.

         (b)      Without limiting the generality of clause (a) above, if so
provided in a Restricted Stock Agreement, a Stock Option agreement, Warrant
agreement or Stock Purchase Right agreement, a Grantee or an Optionee may
satisfy, in whole or in part, the foregoing withholding liability (but no more
than the minimum required withholding liability) by delivery of Shares owned by
the Grantee or the Optionee (which are not subject to any pledge or other
security interest) with a Fair Market Value equal to such withholding liability
or by having the Company withhold from the number of Shares otherwise issuable
pursuant to the exercise of the Option, Stock Purchase Right or Warrant or lapse
of restrictions on the Restricted Stock a number of shares with a Fair Market
Value equal to such withholding liability.

   24.   Privileges of Stock Ownership. Except as otherwise specifically
         -----------------------------
provided in the Plan, no person shall be entitled to the privileges of ownership
in respect of shares of Stock which are subject to Options, Stock Purchase
Rights or Warrants hereunder until such shares have been issued to that person.

   25.   Claim to Awards and Employment Rights. No Service Provider shall have
         -------------------------------------
any claim or right to be granted Restricted Stock, Options, Stock Purchase
Rights or Warrants under the Plan or, having been selected for the grant of an
award, to be selected for a grant of any other award. Neither the Plan nor any
action taken hereunder shall be construed as giving any Optionee or Grantee any
right to be retained in the employ or service of the Company, Subsidiaries or
Affiliates.