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                                                                    EXHIBIT 4.04

                                 MOVE.COM, Inc.

                            2000 STOCK INCENTIVE PLAN

     As Adopted February 16, 2000 (by both the Board and the Stockholder)

     1.   PURPOSE. The purpose of this plan is to provide incentives to attract,
          -------
retain and motivate eligible persons whose present and potential contributions
are important to the success of the company, its parent and subsidiaries, by
offering them an opportunity to participate in the company's future performance
through awards of options, restricted stock and stock bonuses. Capitalized terms
not defined in the text are defined in section 22.

     2.   SHARES SUBJECT TO THE PLAN.
          --------------------------

          2.1      Number of Shares Available.  Subject to Sections 2.2 and 17,
                   --------------------------
the total number of Shares reserved and available for grant and issuance
pursuant to this Plan will be 1,895,343 Shares. At all times the Company shall
reserve and keep available a sufficient number of Shares as shall be required to
satisfy the requirements of all outstanding Options granted under this Plan and
all other outstanding but unvested Awards granted under this Plan.

          2.2      Adjustment of Shares.  In the event that the number of
                   --------------------
outstanding shares is changed by a stock dividend, recapitalization, stock
split, reverse stock split, subdivision, combination, reclassification or
similar change in the capital structure of the Company without consideration,
then (a) the number of Shares reserved for issuance under this Plan, (b) the
Exercise Prices of and number of Shares subject to outstanding Options, and (c)
the number of Shares subject to other outstanding Awards will be proportionately
adjusted, subject to any required action by the Board or the stockholders of the
Company and compliance with applicable securities laws; provided, however, that
                                                        --------  -------
fractions of a Share will not be issued but will either be replaced by a cash
payment equal to the Fair Market Value of such fraction of a Share or will be
rounded up to the nearest whole Share, as determined by the Committee.

     3.   ELIGIBILITY. ISOs (as defined in Section 5 below) may be granted only
          -----------
to employees (including officers and directors who are also employees) of the
Company or of a Parent or Subsidiary of the Company. All other Awards may be
granted to employees, officers, directors, consultants, independent contractors
and advisors of the Company or any Parent or Subsidiary of the Company; provided
                                                                        --------
such consultants, contractors and advisors render bona fide services not in
connection with the offer and sale of securities in a capital-raising
transaction. No person will be eligible to receive more than 1 million Shares in
any calendar year under this Plan pursuant to the grant of Awards hereunder. A
person may be granted more than one Award under this Plan.

     4.   ADMINISTRATION.
          --------------

          4.1  Committee Authority.  This Plan will be administered by the
               -------------------
Committee or by the Board acting as the Committee.  Subject to the general
purposes, terms and conditions of this Plan, and to the direction of the Board,
the Committee will have full power to implement and carry out this Plan.  The
Committee will have the authority to:

     (a)  construe and interpret this Plan, any Award Agreement and any other
          agreement or document executed pursuant to this Plan;

     (b)  prescribe, amend and rescind rules and regulations relating to this
          Plan or any Award;

     (c)  select persons to receive Awards;

     (d)  determine the form and terms of Awards;

     (e)  determine the number of Shares or other consideration subject to
          Awards;
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     (f)  determine whether Awards will be granted singly, in combination with,
          in tandem with, in replacement of, or as alternatives to, other Awards
          under this Plan or any other incentive or compensation plan of the
          Company or any Parent or Subsidiary of the Company;

     (g)  grant waivers of Plan or Award conditions;

     (h)  determine the vesting, exercisability and payment of Awards;

     (i)  correct any defect, supply any omission or reconcile any inconsistency
          in this Plan, any Award or any Award Agreement;

     (j)  determine whether an Award has been earned; and

     (k)  make all other determinations necessary or advisable for the
          administration of this Plan.

          4.2      Committee Discretion.  Any determination made by the
                   --------------------
Committee with respect to any Award will be made in its sole discretion at the
time of grant of the Award or, unless in contravention of any express term of
this Plan or Award, at any later time, and such determination will be final and
binding on the Company and on all persons having an interest in any Award under
this Plan. The Committee may delegate to one or more officers of the Company the
authority to grant an Award under this Plan to Participants who are not Insiders
of the Company.

     5.   OPTIONS.  The Committee may grant Options to eligible persons and
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will determine whether such Options will be Incentive Stock Options within the
meaning of the Code ("ISO") or Nonqualified Stock Options ("NQSOs"), the number
of Shares subject to the Option, the Exercise Price of the Option, the period
during which the Option may be exercised, and all other terms and conditions of
the Option, subject to the following:

          5.1      Form of Option Grant.  Each Option granted under this Plan
                   --------------------
will be evidenced by an Award Agreement which will expressly identify the Option
as an ISO or an NQSO ("Stock Option Agreement"), and will be in such form and
contain such provisions (which need not be the same for each Participant) as the
Committee may from time to time approve, and which will comply with and be
subject to the terms and conditions of this Plan.

          5.2      Date of Grant.  The date of grant of an Option will be the
                   -------------
date on which the Committee makes the determination to grant such Option, unless
otherwise specified by the Committee.  The Stock Option Agreement and a copy of
this Plan will be delivered to the Participant within a reasonable time after
the granting of the Option.

          5.3      Exercise Period.  Options may be exercisable within the times
                   ---------------
or upon the events determined by the Committee as set forth in the Stock Option
Agreement governing such Option; provided, however, that no Option will be
                                 --------  -------
exercisable after the expiration of ten (10) years from the date the Option is
granted; and provided further that no ISO granted to a person who directly or by
             ----------------
attribution owns more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or of any Parent or Subsidiary of the
Company ("Ten Percent Stockholder") will be exercisable after the expiration of
five (5) years from the date the ISO is granted.  The Committee also may provide
for Options to become exercisable at one time or from time to time, periodically
or otherwise, in such number of Shares or percentage of Shares as the Committee
determines.

          5.4      Exercise Price.  The Exercise Price of an Option will be
                   --------------
determined by the Committee when the Option is granted and may be not less than
85% of the Fair Market Value of the Shares on the date of grant; provided that:
(i) the Exercise Price of an ISO will be not less than 100% of the Fair Market
Value of the Shares on the date of grant; and (ii) the Exercise Price of any ISO
granted to a Ten Percent Stockholder will not be less than 110% of the Fair
Market Value of the Shares on the date of grant.  Payment for the Shares
purchased may be made in accordance with Section 8 of this Plan.

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          5.5      Method of Exercise.  Options may be exercised only by
                   ------------------
delivery to the Company of a written stock option exercise agreement  (the
"Exercise Agreement") in a form approved by the Committee (which need not be the
same for each Participant), stating the number of Shares being purchased, the
restrictions imposed on the Shares purchased under such Exercise Agreement, if
any, and such representations and agreements regarding Participant's investment
intent and access to information and other matters, if any, as may be required
or desirable by the Company to comply with applicable securities laws, together
with payment in full of the Exercise Price for the number of Shares being
purchased.

          5.6      Termination.  Notwithstanding the exercise periods set forth
                   -----------
in the Stock Option Agreement, exercise of an Option will always be subject to
the following:

     (a)  If the Participant is Terminated for any reason except death or
          Disability, then the Participant may exercise such Participant's
          Options only to the extent that such Options would have been
          exercisable upon the Termination Date no later than three months after
          the Termination Date (or such shorter or longer time period not
          exceeding five (5) years as may be determined by the Committee, with
          any exercise beyond three (3) months after the Termination Date deemed
          to be an NQSO), but in any event, no later than the expiration date of
          the Options.

     (b)  If the Participant is Terminated because of Participant's death or
          Disability (or the Participant dies within three (3) months after a
          Termination other than for Cause or because of Participant's
          Disability), then Participant's Options may be exercised only to the
          extent that such Options would have been exercisable by Participant on
          the Termination Date and must be exercised by Participant (or
          Participant's legal representative or authorized assignee) no later
          than twelve months after the Termination Date (or such shorter or
          longer time period not exceeding five (5) years as may be determined
          by the Committee, with any such exercise beyond (a) three (3) months
          after the Termination Date when the Termination is for any reason
          other than the Participant's death or Disability, or (b) twelve (12)
          months after the Termination Date when the Termination is for
          Participant's death or Disability, deemed to be an NQSO), but in any
          event no later than the expiration date of the Options.

     (c)  Notwithstanding the provisions in paragraph 5.6(a) above, if a
          Participant is terminated for Cause, then the Participant, the
          Participant's estate or such other person who may then hold the
          Options may exercise such Participant's Options, only to the extent
          that such Option would have been exercisable upon the Termination
          Date, no later than one month after the Termination Date, but in any
          event, no later than the expiration date of the Options. In making
          such determination, the Board shall give the Participant an
          opportunity to present to the Board evidence on his behalf. For the
          purpose of this paragraph, termination of service shall be deemed to
          occur on the date when the Company dispatches notice or advice to the
          Participant that his service is terminated.

          5.7      Limitations on Exercise.  The Committee may specify a
                   -----------------------
reasonable minimum number of Shares that may be purchased on any exercise of an
Option, provided that such minimum number will not prevent Participant from
exercising the Option for the full number of Shares for which it is then
exercisable.


          5.8      Limitations on ISO.  The aggregate Fair Market Value
                   ------------------
(determined as of the date of grant) of Shares with respect to which ISO are
exercisable for the first time by a Participant during any calendar year (under
this Plan or under any other incentive stock option plan of the Company, Parent
or Subsidiary of the Company) will not exceed $100,000.  If the Fair Market
Value of Shares on the date of grant with respect to which ISO are exercisable
for the first time by a Participant during any calendar year exceeds $100,000,
then the Options for the first $100,000 worth of Shares to become exercisable in
such calendar year will be ISO and the Options for the amount in excess of
$100,000 that become exercisable in that calendar year will be NQSOs.  In the
event that the

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Code or the regulations promulgated thereunder are amended after the Effective
Date of this Plan to provide for a different limit on the Fair Market Value of
Shares permitted to be subject to ISO, such different limit will be
automatically incorporated herein and will apply to any Options granted after
the effective date of such amendment.

          5.9      Modification, Extension or Renewal.  The Committee may
                   ----------------------------------
modify, extend or renew outstanding Options and authorize the grant of new
Options in substitution therefor, provided that any such action may not, without
the written consent of a Participant, impair any of such Participant's rights
under any Option previously granted.  Any outstanding ISO that is modified,
extended, renewed or otherwise altered will be treated in accordance with
Section 424(h) of the Code.  The Committee may reduce the Exercise Price of
outstanding Options without the consent of Participants affected by a written
notice to them; provided, however, that the Exercise Price may not be reduced
                --------  -------
below the minimum Exercise Price that would be permitted under Section 5.4 of
this Plan for Options granted on the date the action is taken to reduce the
Exercise Price.

          5.10     No Disqualification.  Notwithstanding any other provision in
                   -------------------
this Plan, no term of this Plan relating to ISO will be interpreted, amended or
altered, nor will any discretion or authority granted under this Plan be
exercised, so as to disqualify this Plan under Section 422 of the Code or,
without the consent of the Participant affected, to disqualify any ISO under
Section 422 of the Code.

     6.   RESTRICTED STOCK.  A Restricted Stock Award is an offer by the
          ----------------
Company to sell to an eligible person Shares that are subject to restrictions.
The Committee will determine to whom an offer will be made, the number of Shares
the person may purchase, the price to be paid (the "Purchase Price"), the
restrictions to which the Shares will be subject, and all other terms and
conditions of the Restricted Stock Award, subject to the following:

          6.1      Form of Restricted Stock Award.  All purchases under a
                   ------------------------------
Restricted Stock Award made pursuant to this Plan will be evidenced by an Award
Agreement ("Restricted Stock Purchase Agreement") that will be in such form
(which need not be the same for each Participant) as the Committee will from
time to time approve, and will comply with and be subject to the terms and
conditions of this Plan.  The offer of Restricted Stock will be accepted by the
Participant's execution and delivery of the Restricted Stock Purchase Agreement
and full payment for the Shares to the Company within thirty (30) days from the
date the Restricted Stock Purchase Agreement is delivered to the person.  If
such person does not execute and deliver the Restricted Stock Purchase Agreement
along with full payment for the Shares to the Company within thirty (30) days,
then the offer will terminate, unless otherwise determined by the Committee.

          6.2      Purchase Price.  The Purchase Price of Shares sold pursuant
                   --------------
to a Restricted Stock Award will be determined by the Committee on the date the
Restricted Stock Award is granted, except in the case of a sale to a Ten Percent
Stockholder, in which case the Purchase Price will be 100% of the Fair Market
Value.  Payment of the Purchase Price may be made in accordance with Section 8
of this Plan.

          6.3      Terms of Restricted Stock Awards.  Restricted Stock Awards
                   --------------------------------
shall be subject to such restrictions as the Committee may impose.  These
restrictions may be based upon completion of a specified number of years of
service with the Company or upon completion of the performance goals as set out
in advance in the Participant's individual Restricted Stock Purchase Agreement.
Restricted Stock Awards may vary from Participant to Participant and between
groups of Participants.  Prior to the grant of a Restricted Stock Award, the
Committee shall:  (a) determine the nature, length and starting date of any
Performance Period for the Restricted Stock Award; (b) select from among the
Performance Factors to be used to measure performance goals, if any; and (c)
determine the number of Shares that may be awarded to the Participant.  Prior to
the payment of any Restricted Stock Award, the Committee shall determine the
extent to which such Restricted Stock Award has been earned.  Performance
Periods may overlap and Participants may participate simultaneously with respect
to Restricted Stock Awards that are subject to different Performance Periods and
having different performance goals and other criteria.

          6.4      Termination During Performance Period.  If a Participant is
                   -------------------------------------
Terminated during a Performance Period for any reason, then such Participant
will be entitled to payment (whether in Shares, cash or

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otherwise) with respect to the Restricted Stock Award only to the extent earned
as of the date of Termination in accordance with the Restricted Stock Purchase
Agreement, unless the Committee will determine otherwise.

     7.   STOCK BONUSES.
          -------------

          7.1      Awards of Stock Bonuses.  A Stock Bonus is an award of Shares
                   -----------------------
(which may consist of Restricted Stock) for services rendered to the Company or
any Parent or Subsidiary of the Company.  A Stock Bonus may be awarded for past
services already rendered to the Company, or any Parent or Subsidiary of the
Company pursuant to an Award Agreement (the "Stock Bonus Agreement") that will
be in such form (which need not be the same for each Participant) as the
Committee will from time to time approve, and will comply with and be subject to
the terms and conditions of this Plan.  A Stock Bonus may be awarded upon
satisfaction of such performance goals as are set out in advance in the
Participant's individual Award Agreement (the "Performance Stock Bonus
Agreement") that will be in such form (which need not be the same for each
Participant) as the Committee will from time to time approve, and will comply
with and be subject to the terms and conditions of this Plan.  Stock Bonuses may
vary from Participant to Participant and between groups of Participants, and may
be based upon the achievement of the Company, Parent or Subsidiary and/or
individual performance factors or upon such other criteria as the Committee may
determine.

          7.2      Terms of Stock Bonuses.  The Committee will determine the
                   ----------------------
number of Shares to be awarded to the Participant.  If the Stock Bonus is being
earned upon the satisfaction of performance goals pursuant to a Performance
Stock Bonus Agreement, then the Committee will: (a)  determine the nature,
length and starting date of any Performance Period for each Stock Bonus; (b)
select from among the Performance Factors to be used to measure the performance,
if any; and (c) determine the number of Shares that may be awarded to the
Participant.  Prior to the payment of any Stock Bonus, the Committee shall
determine the extent to which such Stock Bonuses have been earned.  Performance
Periods may overlap and Participants may participate simultaneously with respect
to Stock Bonuses that are subject to different Performance Periods and different
performance goals and other criteria.  The number of Shares may be fixed or may
vary in accordance with such performance goals and criteria as may be determined
by the Committee.  The Committee may adjust the performance goals applicable to
the Stock Bonuses to take into account changes in law and accounting or tax
rules and to make such adjustments as the Committee deems necessary or
appropriate to reflect the impact of extraordinary or unusual items, events or
circumstances to avoid windfalls or hardships.

          7.3      Form of Payment.  The earned portion of a Stock Bonus may be
                   ---------------
paid currently or on a deferred basis with such interest or dividend equivalent,
if any, as the Committee may determine.  Payment may be made in the form of cash
or whole Shares or a combination thereof, either in a lump sum payment or in
installments, all as the Committee will determine.

     8.   PAYMENT FOR SHARE PURCHASES.
          ---------------------------

          8.1      Payment.  Payment for Shares purchased pursuant to this Plan
                   -------
may be made in cash (by check) or, where expressly approved for the Participant
by the Committee and where permitted by law:

     (a)  by cancellation of indebtedness of the Company to the Participant;

     (b)  by surrender of shares that either: (1) have been owned by Participant
          for more than six (6) months and have been paid for within the meaning
          of SEC Rule 144 (and, if such shares were purchased from the Company
          by use of a promissory note, such note has been fully paid with
          respect to such shares); or (2) were obtained by Participant in the
          public market;

     (c)  by tender of a full recourse promissory note having such terms as may
          be approved by the Committee and bearing interest at a rate sufficient
          to avoid imputation of income under Sections 483 and 1274 of the Code;
          provided, however, that Participants who are not
          --------  -------

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<PAGE>

          employees or directors of the Company will not be entitled to purchase
          Shares with a promissory note unless the note is adequately secured by
          collateral other than the Shares;

     (d)  by waiver of compensation due or accrued to the Participant for
          services rendered;

     (e)  with respect only to purchases upon exercise of an Option, and
          provided that a public market for the Company's stock exists:

          (1)  through a "same day sale" commitment from the Participant and a
               broker-dealer that is a member of the National Association of
               Securities Dealers (an "NASD Dealer") whereby the Participant
               irrevocably elects to exercise the Option and to sell a portion
               of the Shares so purchased to pay for the Exercise Price, and
               whereby the NASD Dealer irrevocably commits upon receipt of such
               Shares to forward the Exercise Price directly to the Company; or

          (2)  through a "margin" commitment from the Participant and a NASD
               Dealer whereby the Participant irrevocably elects to exercise the
               Option and to pledge the Shares so purchased to the NASD Dealer
               in a margin account as security for a loan from the NASD Dealer
               in the amount of the Exercise Price, and whereby the NASD Dealer
               irrevocably commits upon receipt of such Shares to forward the
               Exercise Price directly to the Company; or

     (f)  by any combination of the foregoing.

          8.2  Loan Guarantees.  The Committee may help the Participant pay for
               ---------------
Shares purchased under this Plan by authorizing a guarantee by the Company of a
third-party loan to the Participant.

     9.   WITHHOLDING TAXES.
          -----------------

          9.1  Withholding Generally.  Whenever Shares are to be issued in
               ---------------------
satisfaction of Awards granted under this Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares.  Whenever, under this Plan,
payments in satisfaction of Awards are to be made in cash, such payment will be
net of an amount sufficient to satisfy federal, state, and local withholding tax
requirements.

          9.2  Stock Withholding.  When, under applicable tax laws, a
               -----------------
Participant incurs tax liability in connection with the exercise or vesting of
any Award that is subject to tax withholding and the Participant is obligated to
pay the Company the amount required to be withheld, the Committee may in its
sole discretion allow the Participant to satisfy the minimum withholding tax
obligation by electing to have the Company withhold from the Shares to be issued
that number of Shares having a Fair Market Value equal to the minimum amount
required to be withheld, determined on the date that the amount of tax to be
withheld is to be determined.  All elections by a Participant to have Shares
withheld for this purpose will be made in accordance with the requirements
established by the Committee and be in writing in a form acceptable to the
Committee

     10.  TRANSFERABILITY.
          ---------------

          10.1 Except as otherwise provided in this Section 10, Awards granted
under this Plan, and any interest therein, will not be transferable or
assignable by Participant, and may not be made subject to execution, attachment
or similar process, otherwise than by will or by the laws of descent and
distribution or as determined by the Committee and set forth in the Award
Agreement with respect to Awards that are not ISOs.

          10.2 All Awards other than NQSO's.  All Awards other than NQSO's
               -----------------------------
shall be exercisable: (i) during the Participant's lifetime, only by (A) the
Participant, or (B) the Participant's guardian or

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<PAGE>

legal representative; and (ii) after Participant's death, by the legal
representative of the Participant's heirs or legatees.

          10.3      NQSOs.  Unless otherwise restricted by the Committee, an
                    -----
NQSO shall be exercisable: (i) during the Participant's lifetime only by (A) the
Participant, (B) the Participant's guardian or legal representative, (C) a
Family Member of the Participant who has acquired the NQSO by "permitted
transfer;" and (ii) after Participant's death, by the legal representative of
the Participant's heirs or legatees.  "Permitted transfer" means, as authorized
by this Plan and the Committee in an NQSO, any transfer effected by the
Participant during the Participant's lifetime of an interest in such NQSO but
only such transfers which are by gift or domestic relations order.  A permitted
transfer does not include any transfer for value and neither of the following
are transfers for value:  (a) a transfer of under a domestic relations order in
settlement of marital property rights or (b) a transfer to an entity in which
more than fifty percent of the voting interests are owned by Family Members or
the Participant in exchange for an interest in that entity.

     11.  PRIVILEGES OF STOCK OWNERSHIP; RESTRICTIONS ON SHARES.
          -----------------------------------------------------

          11.1      Voting and Dividends.  No Participant will have any of the
                    --------------------
rights of a stockholder with respect to any Shares until the Shares are issued
to the Participant.  After Shares are issued to the Participant, the Participant
will be a stockholder and have all the rights of a stockholder with respect to
such Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares; provided, that if such
                                                        --------
Shares are Restricted Stock, then any new, additional or different securities
the Participant may become entitled to receive with respect to such Shares by
virtue of a stock dividend, stock split or any other change in the corporate or
capital structure of the Company will be subject to the same restrictions as the
Restricted Stock; provided, further, that the Participant will have no right to
                  --------  -------
retain such stock dividends or stock distributions with respect to Shares that
are repurchased at the Participant's Purchase Price or Exercise Price pursuant
to Section 11.

          11.2      Financial Statements.  The Company will provide financial
                    --------------------
statements to each Participant prior to such Participant's purchase of Shares
under this Plan, and to each Participant annually during the period such
Participant has Awards outstanding; provided, however, the Company will not be
                                    --------  -------
required to provide such financial statements to Participants whose services in
connection with the Company assure them access to equivalent information.

          11.3      Restrictions on Shares.  At the discretion of the Committee,
                    ----------------------
the Company may reserve to itself and/or its assignee(s) in the Award Agreement
a right to repurchase a portion of or all Unvested Shares held by a Participant
following such Participant's Termination at any time within ninety (90) days
after the later of Participant's Termination Date and the date Participant
purchases Shares under this Plan, for cash and/or cancellation of purchase money
indebtedness, at the Participant's Exercise Price or Purchase Price, as the case
may be.

     12.  CERTIFICATES.  All certificates for Shares or other securities
          ------------
delivered under this Plan will be subject to such stock transfer orders, legends
and other restrictions as the Committee may deem necessary or advisable,
including restrictions under any applicable federal, state or foreign securities
law, or any rules, regulations and other requirements of the SEC or any stock
exchange or automated quotation system upon which the Shares may be listed or
quoted.

     13.  ESCROW; PLEDGE OF SHARES.  To enforce any restrictions on a
          ------------------------
Participant's Shares, the Committee may require the Participant to deposit all
certificates representing Shares, together with stock powers or other
instruments of transfer approved by the Committee, appropriately endorsed in
blank, with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Committee may cause a
legend or legends referencing such restrictions to be placed on the
certificates.  Any Participant who is permitted to execute a promissory note as
partial or full consideration for the purchase of Shares under this Plan will be
required to pledge and deposit with the Company all or part of the Shares so
purchased as collateral to secure the payment of Participant's obligation to the
Company under the promissory note; provided,
                                   --------

                                       7
<PAGE>

however, that the Committee may require or accept other or additional forms of
-------
collateral to secure the payment of such obligation and, in any event, the
Company will have full recourse against the Participant under the promissory
note notwithstanding any pledge of the Participant's Shares or other collateral.
In connection with any pledge of the Shares, Participant will be required to
execute and deliver a written pledge agreement in such form as the Committee
will from time to time approve.  The Shares purchased with the promissory note
may be released from the pledge on a pro rata basis as the promissory note is
paid.

     14.  EXCHANGE AND BUYOUT OF AWARDS.  The Committee may, at any time or from
          -----------------------------
time to time, authorize the Company, with the consent of the respective
Participants, to issue new Awards in exchange for the surrender and cancellation
of any or all outstanding Awards. The Committee may at any time buy from a
Participant an Award previously granted with payment in cash, Shares (including
Restricted Stock) or other consideration, based on such terms and conditions as
the Committee and the Participant may agree.

     15.  SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.  An Award will not be
          ----------------------------------------------
effective unless such Award is in compliance with all applicable federal and
state securities laws, rules and regulations of any governmental body, and the
requirements of any stock exchange or automated quotation system upon which the
Shares may then be listed or quoted, as they are in effect on the date of grant
of the Award and also on the date of exercise or other issuance. Notwithstanding
any other provision in this Plan, the Company will have no obligation to issue
or deliver certificates for Shares under this Plan prior to: (a) obtaining any
approvals from governmental agencies that the Company determines are necessary
or advisable; and/or (b) completion of any registration or other qualification
of such Shares under any state or federal law or ruling of any governmental body
that the Company determines to be necessary or advisable. The Company will be
under no obligation to register the Shares with the SEC or to effect compliance
with the registration, qualification or listing requirements of any state
securities laws, stock exchange or automated quotation system, and the Company
will have no liability for any inability or failure to do so.

     16.  NO OBLIGATION TO EMPLOY.  Nothing in this Plan or any Award granted
          -----------------------
under this Plan will confer or be deemed to confer on any Participant any right
to continue in the employ of, or to continue any other relationship with, the
Company or any Parent or Subsidiary of the Company or limit in any way the right
of the Company or any Parent or Subsidiary of the Company to terminate
Participant's employment or other relationship at any time, with or without
cause.

     17.  CORPORATE TRANSACTIONS.
          ----------------------

          17.1      Assumption or Replacement of Awards by Successor.  In the
                    ------------------------------------------------
event of (a) a dissolution or liquidation of the Company, (b) a merger or
consolidation in which the Company is not the surviving corporation (other than
a merger or consolidation with a wholly-owned subsidiary, a reincorporation of
the Company in a different jurisdiction, or other transaction in which there is
no substantial change in the stockholders of the Company or their relative stock
holdings and the Awards granted under this Plan are assumed, converted or
replaced by the successor corporation, which assumption will be binding on all
Participants), (c) a merger in which the Company is the surviving corporation
but after which the stockholders of the Company immediately prior to such merger
(other than any stockholder that merges, or which owns or controls another
corporation that merges, with the Company in such merger) cease to own their
shares or other equity interest in the Company, (d) the sale of substantially
all of the assets of the Company, or (e) the acquisition, sale, or transfer of
more than 50% of the outstanding shares of the Company by tender offer or
similar transaction, any or all outstanding Awards may be assumed, converted or
replaced by the successor corporation (if any), which assumption, conversion or
replacement will be binding on all Participants.  In the alternative, the
successor corporation may substitute equivalent Awards or provide substantially
similar consideration to Participants as was provided to stockholders (after
taking into account the existing provisions of the Awards).  The successor
corporation may also issue, in place of outstanding Shares of the Company held
by the Participants, substantially similar shares or other property subject to
repurchase restrictions no less favorable to the Participant.  In the event such
successor corporation (if any) refuses to assume or substitute Awards, as
provided above, pursuant to a transaction described in this Subsection 17.1,
such Awards will expire on such transaction at such time and on such conditions
as the Committee will determine.  Notwithstanding anything in

                                       8
<PAGE>

this Plan to the contrary, the Committee may, in its sole discretion, provide
that the vesting of any or all Awards granted pursuant to this Plan will
accelerate upon a transaction described in this Section 17.  If the Committee
exercises such discretion with respect to Options, such Options will become
exercisable in full prior to the consummation of such event at such time and on
such conditions as the Committee determines, and if such Options are not
exercised prior to the consummation of the corporate transaction, they shall
terminate at such time as determined by the Committee.

          17.2      Other Treatment of Awards.  Subject to any greater rights
                    -------------------------
granted to Participants under the foregoing provisions of this Section 17, in
the event of the occurrence of any transaction described in Section 17.1, any
outstanding Awards will be treated as provided in the applicable agreement or
plan of merger, consolidation, dissolution, liquidation, or sale of assets.

          17.3      Assumption of Awards by the Company.  The Company, from time
                    -----------------------------------
to time, also may substitute or assume outstanding awards granted by another
company, whether in connection with an acquisition of such other company or
otherwise, by either; (a) granting an Award under this Plan in substitution of
such other company's award; or (b) assuming such award as if it had been granted
under this Plan if the terms of such assumed award could be applied to an Award
granted under this Plan.  Such substitution or assumption will be permissible if
the holder of the substituted or assumed award would have been eligible to be
granted an Award under this Plan if the other company had applied the rules of
this Plan to such grant.  In the event the Company assumes an award granted by
another company, the terms and conditions of such award will remain unchanged
(except that the exercise price and the number and nature of Shares issuable
-------
upon exercise of any such option will be adjusted appropriately pursuant to
Section 424(a) of the Code).  In the event the Company elects to grant a new
Option rather than assuming an existing option, such new Option may be granted
with a similarly adjusted Exercise Price.

     18.  ADOPTION AND STOCKHOLDER APPROVAL.  This Plan will become effective
          ---------------------------------
upon adoption by the Board (the "Effective Date"). This Plan shall be approved
by the stockholders of the Company (excluding Shares issued pursuant to this
Plan), consistent with applicable laws, within twelve (12) months before or
after the date this Plan is adopted by the Board. Upon the Effective Date, the
Committee may grant Awards pursuant to this Plan; provided, however, that: (a)
                                                  --------  -------
no Option may be exercised prior to initial stockholder approval of this Plan;
(b) no Option granted pursuant to an increase in the number of Shares subject to
this Plan approved by the Board will be exercised prior to the time such
increase has been approved by the stockholders of the Company; (c) in the event
that initial stockholder approval is not obtained within the time period
provided herein, all Awards granted hereunder shall be cancelled, any Shares
issued pursuant to any Awards shall be cancelled and any purchase of Shares
issued hereunder shall be rescinded; and (d) in the event that stockholder
approval of such increase is not obtained within the time period provided
herein, all Awards granted pursuant to such increase will be cancelled, any
Shares issued pursuant to any Award granted pursuant to such increase will be
cancelled, and any purchase of Shares pursuant to such increase will be
rescinded.

     19.  TERM OF PLAN/GOVERNING LAW.  Unless earlier terminated as provided
          --------------------------
herein, this Plan will terminate ten (10) years from the date this Plan is
adopted by the Board or, if earlier, the date of stockholder approval.  This
Plan and all agreements thereunder shall be governed by and construed in
accordance with the laws of the State of California.

     20.  AMENDMENT OR TERMINATION OF PLAN.  The Board may at any time
          --------------------------------
terminate or amend this Plan in any respect, including without limitation
amendment of any form of Award Agreement or instrument to be executed pursuant
to this Plan; provided, however, that the Board will not, without the approval
              --------  -------
of the stockholders of the Company, amend this Plan in any manner that requires
such stockholder approval.

     21.  NONEXCLUSIVITY OF THE PLAN.  Neither the adoption of this Plan by the
          --------------------------
Board, the submission of this Plan to the stockholders of the Company for
approval, nor any provision of this Plan will be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the
granting of stock options and bonuses otherwise than under this Plan, and such
arrangements may be either generally applicable or applicable only in specific
cases.

                                       9
<PAGE>

     22.  DEFINITIONS.  As used in this Plan, the following terms will have
          -----------
the following meanings:

          "Award" means any award under this Plan, including any Option,
Restricted Stock or Stock Bonus.

          "Award Agreement" means, with respect to each Award, the signed
written agreement between the Company and the Participant setting forth the
terms and conditions of the Award.

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

          "Cause" means the commission of an act of theft, embezzlement, fraud,
dishonesty or a breach of fiduciary duty to the Company or a Parent or
Subsidiary of the Company.

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Committee" means the Compensation Committee of the Board.

          "Company" means Move.com, Inc. or any successor corporation.

          "Disability" means a disability, whether temporary or permanent,
partial or total, as determined by the Committee. For ISO purposes, "Disability"
means a disability within the meaning of Code Section 22(e)(3).

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Exercise Price" means the price at which a holder of an Option may
purchase the Shares issuable upon exercise of the Option.

          "Fair Market Value" means, as of any date, the value of a share of the
Company's Common Stock determined as follows:

     (a)  if such Common Stock is then quoted on the Nasdaq National Market, its
          closing price on the Nasdaq National Market on the date of
          determination as reported in The Wall Street Journal;
                                       -----------------------

     (b)  if such Common Stock is publicly traded and is then listed on a
          national securities exchange, its closing price on the date of
          determination on the principal national securities exchange on which
          the Common Stock is listed or admitted to trading as reported in The
                                                                           ---
          Wall Street Journal;
          -------------------

     (c)  if such Common Stock is publicly traded but is not quoted on the
          Nasdaq National Market nor listed or admitted to trading on a national
          securities exchange, the average of the closing bid and asked prices
          on the date of determination as reported in The Wall Street Journal;
                                                      -----------------------
          or

     (d)  if none of the foregoing is applicable, by the Committee in good
          faith.

          "Family Member" includes any of the following:

     (a)  child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
          former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
          son-in-law, daughter-in-law,

                                       10
<PAGE>

          brother-in-law, or sister-in-law of the Participant, including any
          such person with such relationship to the Participant by adoption;

     (b)  any person (other than a tenant or employee) sharing the Participant's
          household;

     (c)  a trust in which the persons in (a) and (b) have more than fifty
          percent of the beneficial interest;

     (d)  a foundation in which the persons in (a) and (b) or the Participant
          control the management of assets; or

     (e)  any other entity in which the persons in (a) and (b) or the
          Participant own more than fifty percent of the voting interest.

          "Insider" means an officer or director of the Company or any other
person whose transactions in the Company's Common Stock are subject to Section
16 of the Exchange Act.

          "Option" means an award of an option to purchase Shares pursuant to
Section 5.

          "Parent" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company if each of such corporations other
than the Company owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.

          "Participant" means a person who receives an Award under this Plan.

          "Performance Factors" means the factors selected by the Committee from
among the following measures to determine whether the performance goals
established by the Committee and applicable to Awards have been satisfied:

          (a)  Net revenue and/or net revenue growth;

          (b)  Earnings before income taxes and amortization and/or earnings
               before income taxes and amortization growth;

          (c)  Operating income and/or operating income growth;

          (d)  Net income and/or net income growth;

          (e)  Earnings per share and/or earnings per share growth;

          (f)  Total stockholder return and/or total stockholder return growth;

          (g)  Return on equity;

          (h)  Operating cash flow return on income;

          (i)  Adjusted operating cash flow return on income;

          (j)  Economic value added; and

          (k)  Individual confidential business objectives.

                                       11
<PAGE>

          "Performance Period" means the period of service determined by the
Committee, not to exceed five years, during which years of service or
performance is to be measured for Restricted Stock Awards or Stock Bonuses.

          "Plan" means this Move.com, Inc. 2000 Stock Incentive Plan, as amended
from time to time.

          "Restricted Stock Award" means an award of Shares pursuant to Section
6.

          "SEC" means the Securities and Exchange Commission.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Shares" means shares of the Company's Common Stock reserved for
issuance under this Plan, as adjusted pursuant to Sections 2 and 17, and any
successor security.

          "Stock Bonus" means an award of Shares, or cash in lieu of Shares,
pursuant to Section 7.

          "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

          "Termination" or "Terminated" means, for purposes of this Plan with
respect to a Participant, that the Participant has for any reason ceased to
provide services as an employee, officer, director, consultant, independent
contractor, or advisor to the Company or a Parent or Subsidiary of the Company.
An employee will not be deemed to have ceased to provide services in the case of
(i) sick leave, (ii) military leave, or (iii) any other leave of absence
approved by the Committee, provided, that such leave is for a period of not more
than 90 days, unless reemployment upon the expiration of such leave is
guaranteed by contract or statute or unless provided otherwise pursuant to
formal policy adopted from time to time by the Company and issued and
promulgated to employees in writing.  In the case of any employee on an approved
leave of absence, the Committee may make such provisions respecting suspension
of vesting of the Award while on leave from the employ of the Company or a
Subsidiary as it may deem appropriate, except that in no event may an Option be
exercised after the expiration of the term set forth in the Option agreement.
The Committee will have sole discretion to determine whether a Participant has
ceased to provide services and the effective date on which the Participant
ceased to provide services (the "Termination Date").

          "Unvested Shares" means "Unvested Shares" as defined in the Award
Agreement.

          "Vested Shares" means "Vested Shares" as defined in the Award
Agreement.

                                       12