HOMESERVICES.COM INC.
                           1999 EQUITY INCENTIVE PLAN


1.   Establishment and Purpose.

     There is hereby  adopted the  HomeServices.Com  Inc. 1999 Equity  Incentive
Plan  (the   "Plan").   The  Plan  is  intended  to  promote  the  interests  of
HomeServices.Com Inc. (the "Company") by providing employees of the Company with
appropriate  incentives and rewards to encourage them to enter into and continue
in the  employ of the  Company  and to  acquire a  proprietary  interest  in the
long-term  success of the Company;  and to reward the  performance of individual
officers,  other  employees,  consultants  and  directors  in  fulfilling  their
responsibilities for long-range achievements.

2.   Definitions.

     As used in the Plan, the following definitions apply to the terms indicated
     below:

     (1)  "Affiliate" shall mean an affiliate of the Company, as defined in Rule
          12b-2 promulgated under Section 12 of the Exchange Act.

     (2)  "Agreement" shall mean the written agreement between the Company and a
          Participant evidencing an Award.

     (3)  "Award" shall mean any Option,  Restricted Stock or Other  Stock-Based
          Award granted under the Plan.

     (4)  "Beneficial  Owner"  shall  have the  meaning  set forth in Rule 13d-3
          under the Exchange Act.

     (5) "Board" shall mean the Board of Directors of the Company.


     (6)  "Cause"  shall  mean (1) the  willful  and  continued  failure  by the
          Participant substantially to perform his or her duties and obligations
          to the Company (other than any such failure  resulting from his or her
          incapacity  due to  physical  or  mental  illness);  (2)  the  willful
          engaging  by  the  Participant  in  misconduct   which  is  materially
          injurious to the Company;  (3) the commission by the  Participant of a
          felony;  or (4) the  commission by the  Participant of a crime against
          the Company which is materially injurious to the Company. For purposes
          of this Section  2(f),  no act, or failure to act, on a  Participant's
          part shall be considered "willful" unless done, or omitted to be done,
          by the Participant in bad faith and without reasonable belief that


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          his or her action or  omission  was in the best  interest  of the
          Company.  Determination of Cause shall be made by the Committee in its
          discretion.

     (7)  "Change in Control" shall mean the  occurrence,  following the Initial
          Public Offering, of any one of the following events:

          (i)  any Person  (other  than  Parent) is or  becomes  the  Beneficial
               Owner, directly or indirectly,  of securities of the Company (not
               including in the securities beneficially owned by such person any
               securities  acquired directly from the Company or its Affiliates)
               representing  25% or more of the  combined  voting  power  of the
               Company's then outstanding voting securities;

          (ii) the  following  individuals  cease for any reason to constitute a
               majority of the number of  directors  then  serving:  individuals
               who,  on the  Effective  Date,  constitute  the Board and any new
               director  (other  than a director  whose  initial  assumption  of
               office is in  connection  with an actual or  threatened  election
               contest,  including  but not  limited to a consent  solicitation,
               relating  to the  election of  directors  of the  Company)  whose
               appointment  or election by the Board or nomination  for election
               by the Company's  stockholders  was approved or  recommended by a
               vote of at least  two-thirds (2/3) of the directors then still in
               office who either were  directors on the Effective  Date or whose
               appointment,  election or nomination  for election was previously
               so approved or recommended;

          (iii)there is consummated a merger or  consolidation of the Company or
               any direct or indirect  subsidiary  of the Company with any other
               corporation,  other  than (A) a  merger  or  consolidation  which
               results in the directors of the Company immediately prior to such
               merger  or  consolidation  continuing  to  constitute  at least a
               majority of the board of directors of the Company,  the surviving
               entity or any  parent  thereof  or (B) a merger or  consolidation
               effected  to  implement  a  recapitalization  of the  Company (or
               similar  transaction)  in which no Person  (other  than  Parent),
               directly  or  indirectly,  acquired  25% or more of the  combined
               voting power of the Company's then  outstanding  securities  (not
               including in the securities beneficially owned by such person any
               securities acquired directly from the Company or its Affiliates);
               or

          (iv) the  stockholders  of the  Company  approve  a plan  of  complete
               liquidation of the Company or there is consummated an agreement

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               for  the  sale  or   disposition   by  the   Company  of  all  or
               substantially  all of the  Company's  assets (or any  transaction
               having a similar effect), other than a sale or disposition by the
               Company of all or substantially all of the Company's assets to an
               entity,  at least 50% of the combined  voting power of the voting
               securities of which are owned by  stockholders  of the Company in
               substantially  the same  proportions  as their  ownership  of the
               Company immediately prior to such sale.

               Notwithstanding  the  foregoing,  a "Change in Control" shall not
               include any  transaction  or series of  transactions  pursuant to
               which Parent sells, exchanges or otherwise disposes of all or any
               portion of the shares of Stock then beneficially owned by Parent,
               including,  but not  limited to any public  offering  of Stock by
               Parent,  or a  disposition  of  Stock  by  Parent  by  means of a
               spin-off or other  distribution  to the  Company's  stockholders,
               excluding  for  these  purposes  any  transaction  or  series  of
               transactions  pursuant to which the Company's other  stockholders
               also are selling,  exchanging  or otherwise  disposing of (or are
               entitled to sell,  exchange or  otherwise  dispose of) all or any
               portion of the shares of Stock  then  beneficially  owned by such
               stockholders.

     (8)  "Code" shall mean the Internal  Revenue Code of 1986,  as amended from
          time to time, and any regulations promulgated thereunder.

     (9)  "Committee"  shall  mean the  committee  established  by the  Board to
          administer  the Plan.  Following the Initial Public  Offering,  to the
          extent  permitted  by Rule 16b-3 and Section  162(m) of the Code,  the
          Committee may establish a  sub-committee  to make grants and otherwise
          administer  the Plan with  respect to the  Executive  Officers  of the
          Company,  the  composition  of which  sub-committee  shall satisfy the
          provisions of Rule 16b-3 and Section  162(m) of the Code,  and for all
          applicable purposes hereof, such sub-committee shall be treated as the
          Committee.

     (10) "Company" shall mean  HomeServices.Com  Inc., a corporation  organized
          under the laws of the State of Delaware, or any successor corporation.

     (11) "Director" shall mean a member of the Board.

     (12) "Disability"  shall mean:  (1) any physical or mental  condition  that
          would  qualify  a  Participant  for a  disability  benefit  under  the
          long-term  disability plan maintained by the Company and applicable to
          him or her;  (2)  when  used in  connection  with the  exercise  of an
          Incentive Stock Option follow-

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          ing  termination  of  employment,  disability  within  the  meaning of
          Section  22(e)(3) of the Code,  or (3) such other  condition as may be
          determined  in the sole  discretion  of the  Committee  to  constitute
          Disability.

     (13) "Effective  Date" shall mean the date on which the Plan is approved by
          Parent, as sole stockholder of the Company.

     (14) "Exchange  Act" shall mean the  Securities  Exchange  Act of 1934,  as
          amended from time to time.

     (15) "Executive  Officer"  shall  have the  meaning  set forth in Rule 3b-7
          promulgated under the Exchange Act.

     (16) The "Fair Market  Value" of a share of Stock as of a  particular  date
          shall mean (i) as of any date and time occurring  prior to the Initial
          Public Offering,  the book value per share of the Stock, as determined
          by the  Committee  or (ii)  from  and  after  the date and time of the
          Initial Public Offering,  the average of the high and low sales prices
          per share of Stock on the  national  securities  exchange on which the
          Stock is  principally  traded,  for the last  preceding  date on which
          there was a sale of such Stock on such exchange.

     (17) "Incentive  Stock  Option"  shall mean an Option that is an "incentive
          stock  option"  within the meaning of Section 422 of the Code,  or any
          successor  provision,  and that is  designated  by the Committee as an
          Incentive Stock Option.

     (18) "Initial  Public  Offering"  shall mean the initial public offering of
          shares of Stock of the Company,  as registered with the Securities and
          Exchange Commission.

     (19) "Issue Date" shall mean the date established by the Committee on which
          certificates  representing  Restricted  Stock  shall be  issued by the
          Company pursuant to the terms of Section 8(e).

     (20) "Non-Employee  Director"  shall  mean a member of the Board who is not
          and has never been an employee of the Company.

     (21) "Non-Qualified  Option"  shall mean an Option  other than an Incentive
          Stock Option.

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     (22) "Option"  shall mean an option to purchase a number of shares of Stock
          granted pursuant to Section 7.

     (23) "Other  Stock-Based  Award"  shall mean an award  granted  pursuant to
          Section 9.

     (24) "Parent"  shall  mean  Mid-American  Energy  Holdings,  Inc.  and  its
          successors and assigns.

     (25) "Partial  Exercise"  shall mean an  exercise of an Award for less than
          the full extent permitted at the time of such exercise.

     (26) "Participant" shall mean (1) a director, employee or consultant of the
          Company to whom an Award is granted  pursuant to the Plan and (2) upon
          the death of an  individual  described in (1), his or her  successors,
          heirs, executors and administrators, as the case may be.

          (27) "Performance  Goals" shall mean performance goals based on one or
          more of the  following  criteria:  (i)  pre-tax  income  or  after-tax
          income, (ii) operating profit, (iii) return on equity, assets, capital
          or  investment,  (iv)  earnings or book value per share,  (v) sales or
          revenues, (vi) operating expenses,  (vii) Stock price appreciation and
          (viii) implementation or completion of critical projects or processes.
          Where  applicable,  the Performance Goals may be expressed in terms of
          attaining  a  specified  level  of  the  particular  criteria  or  the
          attainment  of a  percentage  increase or  decrease in the  particular
          criteria,  and  may be  applied  to  one or  more  of the  Company,  a
          Subsidiary or Affiliate,  or a division or strategic  business unit of
          the  Company,  or may be applied  to the  performance  of the  Company
          relative  to  a  market  index,  a  group  of  other  companies  or  a
          combination  thereof,   all  as  determined  by  the  Committee.   The
          Performance  Goals may include a threshold level of performance  below
          which no vesting will occur,  levels of performance at which specified
          vesting will occur,  and a maximum level of  performance at which full
          vesting will occur.  Each of the foregoing  Performance Goals shall be
          determined in accordance with generally accepted accounting principles
          and shall be subject to certification by the Committee;  provided that
          the Committee  shall have the authority to make equitable  adjustments
          to the  Performance  Goals in recognition of unusual or  non-recurring
          events  affecting  the Company or any  Subsidiary  or Affiliate or the
          financial statements of the Company or any Subsidiary or Affiliate, in
          response to changes in applicable laws or  regulations,  or to account
          for items of gain, loss or expense determined to be extraordinary

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          or unusual in nature or  infrequent  in  occurrence  or related to the
          disposal  of a  segment  of a  business  or  related  to a  change  in
          accounting principles.

     (28) "Person"  shall have the meaning  set forth in Section  3(a)(9) of the
          Exchange  Act,  as  modified  and used in  Sections  13(d)  and  14(d)
          thereof,  except that such term shall not include (1) the Company, (2)
          a trustee or other  fiduciary  holding  securities  under an  employee
          benefit plan of the Company,  (3) an underwriter  temporarily  holding
          securities  pursuant  to an  offering  of  such  securities  or  (4) a
          corporation owned, directly or indirectly,  by the stockholders of the
          Company in  substantially  the same  proportions as their ownership of
          shares of Stock of the Company.

     (29) "Plan"  shall mean the  HomeServices.Com  Inc.  1999 Equity  Incentive
          Plan, as amended from time to time.

     (30) "Reload  Option"  shall  mean a  Non-Qualified  Stock  Option  granted
          pursuant to Section 7(c)(5).

     (31) "Restricted  Stock"  shall  mean a share  of Stock  which  is  granted
          pursuant  to the  terms  of  Section  8 and  which is  subject  to the
          restrictions set forth in Section 8(c).

     (32) "Rule 16b-3" shall mean the Rule 16b-3  promulgated under the Exchange
          Act, as amended from time to time.

     (33) "Securities  Act" shall mean the  Securities  Act of 1933,  as amended
          from time to time.

     (34) "Shareholders Agreement" shall mean an agreement that each Participant
          shall have executed prior to the exercise of any Option or issuance of
          shares of Stock under any other Award granted hereunder, provided that
          such Option  exercise or Stock  issuance  occurs  prior to the Initial
          Public Offering.

     (35) "Stock"  shall  mean  shares of the common  stock,  par value $.01 per
          share, of the Company.

     (36) "Subsidiary"  shall  mean  any  corporation  in an  unbroken  chain of
          corporations beginning with the Company if, at the time of granting of
          an Award, 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 the chain.

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     (37) "Vesting  Date" shall mean the date  established  by the  Committee on
          which Restricted Stock may vest.

3. Stock Subject to the Plan.

     The maximum  number of shares of Stock reserved for the grant or settlement
of Awards under the Plan shall be  3,000,000,  subject to adjustment as provided
herein.  No more than  3,000,000  shares of Stock may be  awarded  in respect of
Options,  no more than  3,000,000  shares of Stock may be  awarded in respect of
Restricted  Stock and no more than  3,000,000  shares of Stock may be awarded in
respect of Other Stock-Based Awards to a single individual,  in any case, in any
given  year  during  the life of the Plan,  which  amounts  shall be  subject to
adjustment as provided herein.  Determinations made in respect of the limitation
set forth in the preceding  sentence shall be made in a manner  consistent  with
Section 162(m) of the Code.  Such shares may, in whole or in part, be authorized
but unissued  shares or shares that shall have been or may be  reacquired by the
Company in the open market, in private transactions or otherwise.  If any shares
subject to an Award are forfeited,  cancelled, exchanged or surrendered or if an
Award  otherwise  terminates or expires  without a distribution of shares to the
holder of such Award,  the shares of Stock with respect to such Award shall,  to
the  extent  of  any  such  forfeiture,   cancellation,   exchange,   surrender,
termination or expiration, again be available for Awards under the Plan.

     In the event that the Committee  shall determine that any dividend or other
distribution   (whether  in  the  form  of  cash,  Stock,  or  other  property),
recapitalization,   Stock  split,   reverse   split,   reorganization,   merger,
consolidation,  spin-off,  combination,  repurchase, or share exchange, or other
similar  corporate  transaction  or  event,  affects  the  Stock  such  that  an
adjustment is  appropriate  in order to prevent  dilution or  enlargement of the
rights of holders of Awards under the Plan,  then the Committee  shall make such
equitable  changes or adjustments as it deems necessary or appropriate to any or
all of (i) the number and kind of shares of Stock or other  property  (including
cash) that may thereafter be issued in connection  with Awards,  (ii) the number
and kind of  shares  of  Stock or other  property  (including  cash)  issued  or
issuable in respect of  outstanding  Awards,  (iii) the  exercise  price,  grant
price,  or purchase price relating to any Award;  provided that, with respect to
Incentive  Stock  Options,  such  adjustment  shall be made in  accordance  with
Section 424(h) of the Code,  (iv) the  Performance  Goals and (v) the individual
limitations applicable to Awards.

4. Administration of the Plan.

     The Plan shall be administered  by the Committee.  The Committee shall have
the authority in its sole discretion,  subject to and not inconsistent  with the
express provisions

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of the  Plan,  to  administer  the  Plan  and to  exercise  all the  powers  and
authorities  either  specifically  granted to it under the Plan or  necessary or
advisable in the administration of the Plan, including,  without limitation, the
authority  to grant  Awards;  to  determine  the persons to whom and the time or
times at which  Awards  shall be granted;  to  determine  the type and number of
Awards to be granted, the number of shares of Stock to which an Award may relate
and the terms,  conditions,  restrictions and Performance  Goals relating to any
Award; to determine  whether,  to what extent,  and under what  circumstances an
Award may be settled, canceled,  forfeited,  exchanged, or surrendered;  to make
adjustments in the Performance  Goals in recognition of unusual or non-recurring
events affecting the Company or the financial  statements of the Company (to the
extent not inconsistent  with Section 162(m) of the Code, if applicable),  or in
response to changes in applicable laws,  regulations,  or accounting principles;
to  construe  and  interpret  the Plan and any Award;  to  prescribe,  amend and
rescind rules and  regulations  relating to the Plan; to determine the terms and
provisions of Agreements;  and to make all other determinations deemed necessary
or advisable for the administration of the Plan.

     The Committee  may, in its absolute  discretion,  without  amendment to the
Plan, (a) accelerate the date on which any Option granted under the Plan becomes
exercisable,  waive or amend the  operation of Plan  provisions  respecting  the
exercise of such Option (whether before or after termination of employment),  or
otherwise  adjust any of the terms of such Option,  (b)  accelerate  the Vesting
Date or waive any condition  imposed  hereunder  with respect to any  Restricted
Stock  and (c)  otherwise  adjust  any of the  terms  applicable  to any  Award;
PROVIDED, HOWEVER, in each case, that in the event of the occurrence of a Change
in  Control,  the  provisions  of  Section  10  shall  govern  the  vesting  and
exercisability schedule of any Award granted hereunder.

     No member of the  Committee  shall be liable for any  action,  omission  or
determination  relating to the Plan,  and the Company  shall  indemnify  (to the
extent  permitted  under  Delaware  law) and hold  harmless  each  member of the
Committee and each other director or employee of the Company to whom any duty or
power  relating to the  administration  or  interpretation  of the Plan has been
delegated  against any cost or expense  (including  counsel  fees) or  liability
(including  any sum  paid in  settlement  of a claim  with the  approval  of the
Committee) arising out of any action,  omission or determination relating to the
Plan,  unless, in either case, such action,  omission or determination was taken
or made by such member, director or employee in bad faith and without reasonable
belief that it was in the best interests of the Company.

5.   Eligibility.

     Incentive  Stock Options shall be granted only to key employees  (including
officers and directors who are also employees) of the Company, its parent or any
of its  Subsidiaries.  All other Awards may be granted to officers,  independent
contractors, key

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employees  and  non-employee   directors  of  the  Company  or  of  any  of  its
Subsidiaries and Affiliates.

6.   Awards Under the Plan; Agreement.

     The Committee may grant  Options,  Restricted  Stock and Other  Stock-Based
Awards in such amounts and with such terms and conditions as the Committee shall
determine, subject to the provisions of the Plan.

     Each Award granted under the Plan shall be evidenced by an Agreement  which
shall contain such  provisions as the Committee may in its sole  discretion deem
necessary or desirable. By accepting an Award, a Participant thereby agrees that
the award  shall be subject to all of the terms and  provisions  of the Plan and
the applicable Agreement.

7.   Options.

     (1)  Identification of Options.  Each Option shall be clearly identified in
          the  applicable  Agreement  as either an  Incentive  Stock Option or a
          Non-Qualified Option.

     (2)  Exercise  Price.  Each  Agreement  with respect to an Option shall set
          forth the exercise  price per share of Stock payable by the grantee to
          the Company upon exercise of the Option.  The exercise price per share
          of Stock  shall be no less  than  100% of the Fair  Market  Value of a
          share of Stock as of the date and time the Option is  granted,  unless
          otherwise determined by the Committee.

     (3) Term and Exercise of Options.

          (1)  At the time of the grant of an Option,  the  Committee may impose
               such  restrictions  or conditions to the  exercisability  of such
               Option  as it, in its  absolute  discretion,  deems  appropriate,
               including the  attainment  of  Performance  Goals.  The Committee
               shall  determine the  expiration  date of each Option;  PROVIDED,
               HOWEVER,  that no Option shall be exercisable  more than 10 years
               after the date of grant.

          (2)  An Option may be exercised for all or any portion of the Stock as
               to which it is exercisable,  provided that no Partial Exercise of
               an Option shall be for an aggregate  exercise  price of less than
               $100.00. The Partial Exercise of an Option shall not cause the

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               expiration,  termination or cancellation of the remaining portion
               thereof.

          (3)  An  Option  shall  be  exercised  by  delivering  notice  to  the
               Company's  principal  office,  to the attention of its Secretary.
               Such notice shall be  accompanied  by the  applicable  Agreement,
               shall specify the number of shares of Stock with respect to which
               the  Option  is being  exercised  and the  effective  date of the
               proposed exercise and shall be signed by the Participant or other
               person then having the right to exercise the Option.  Payment for
               Stock  purchased  upon the exercise of an Option shall be made on
               the effective  date of such  exercise by one or a combination  of
               the following means: (i) in cash or by personal check,  certified
               check, bank cashier's check or wire transfer; (ii) subject to the
               approval of the Committee,  in Stock owned by the Participant for
               at least six months  prior to the date of exercise  and valued at
               their Fair Market Value on the effective  date of such  exercise;
               or (iii) subject to the approval of the Committee,  by such other
               provision as the Committee may from time to time authorize.

          (4)  Certificates  for Stock  purchased upon the exercise of an Option
               shall be issued in the name of the  Participant  or other  person
               entitled to receive such Stock,  and delivered to the Participant
               or  such  other  person  as  soon as  practicable  following  the
               effective date on which the Option is exercised.

          (5)  The Committee shall have the authority to specify, at the time of
               grant or, with respect to Non-Qualified  Options, at or after the
               time  of  grant,  that  a  Participant  shall  be  granted  a new
               Non-Qualified  Option (a "Reload  Option") for a number of shares
               of Stock  equal to the number of shares of Stock  surrendered  by
               the  Participant  upon  exercise of all or a part of an Option in
               the manner described in Section 7(c)(3)(ii) above, subject to the
               availability  of  Stock  under  the  Plan  at the  time  of  such
               exercise.  Reload Options shall be subject to such  conditions as
               may be specified by the Committee in its  discretion,  subject to
               the terms of the Plan.

          (6)  Prior to the Initial Public Offering, no portion of an Option may
               be  exercised  until the holder  thereof  shall  have  executed a
               Shareholders Agreement in such form as shall be prescribed by the
               Committee in its discretion.

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     (4)  Limitations on Incentive Stock Options.

          (1)  To the extent that the  aggregate  Fair Market  Value of Stock of
               the Company with  respect to which  Incentive  Stock  Options are
               exercisable  for the  first  time  by a  Participant  during  any
               calendar  year  under the Plan and any other  option  plan of the
               Company (or any Subsidiary)  shall exceed $100,000,  such Options
               shall be treated as Non-Qualified Options. Such Fair Market Value
               shall be determined  as of the date on which each such  Incentive
               Stock Option is granted.

          (2)  No Incentive  Stock Option may be granted to an individual if, at
               the  time of the  proposed  grant,  such  individual  owns (or is
               attributed  to own by virtue of the Code) Stock  possessing  more
               than ten (10) percent of the total  combined  voting power of all
               classes of stock of the Company or any Subsidiary  unless (i) the
               exercise  price per share of such  Incentive  Stock  Option is at
               least 110 percent of the Fair Market Value of a share of Stock at
               the time such  Incentive  Stock  Option is granted  and (ii) such
               Incentive Stock Option is not exercisable after the expiration of
               five years from the date such Incentive Stock Option is granted.

     (5) Effect of Termination of Employment.

          (1)  Unless the applicable Agreement provides otherwise,  in the event
               that  the  employment,  directorship  or  consultancy  (together,
               hereinafter  referred to as  "employment")  of a Participant with
               the Company shall be terminated  for any reason other than (i) by
               the Company for Cause or (ii) voluntarily by the Participant, (x)
               Options granted to such Participant, to the extent that they were
               not  exercisable  as of the last day of the  month in which  such
               termination  occurs,  shall expire as of the close of business on
               the  last  day of such  month  and (y)  Options  granted  to such
               Participant,  to the extent that they are  exercisable  as of the
               last day of the month in which  such  termination  occurs,  shall
               remain  exercisable  until  the  expiration  of their  respective
               terms.

          (2)  Unless the applicable Agreement provides otherwise,  in the event
               that  a  Participant  shall  voluntarily  terminate  his  or  her
               employment  with  the  Company,   (i)  Options  granted  to  such
               Participant,  to the extent that they are not  exercisable at the
               time of such  termination,  shall expire at the close of business
               on the date of such termination

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<PAGE>


          and (y) Options granted to such  Participant,  to the extent that they
          are  exercisable  at  the  time  of  such  termination,  shall  remain
          exercisable   until  the  date  which  is  90  days   following   such
          termination, on which date they shall expire if unexercised; provided,
          however,  that no Option shall be exercisable  after the expiration of
          its term.

          (3)  In the event of the termination of a Participant's employment for
               Cause, all outstanding  Options granted to such Participant shall
               expire as of the  commencement  of  business  on the date of such
               termination.

8.   Restricted Stock.

          (1)  Issue  Date  and  Vesting  Date.  At the  time  of the  grant  of
               Restricted  Stock, the Committee shall establish an Issue Date or
               Issue Dates and a Vesting  Date or Vesting  Dates with respect to
               such shares of  Restricted  Stock.  The Committee may divide such
               shares of  Restricted  Stock into  classes and assign a different
               Issue Date and/or Vesting Date for each class.  If the grantee is
               employed  by the  Company on an Issue Date (which may be the date
               of grant),  the specified  number of shares of  Restricted  Stock
               shall be issued in  accordance  with the  provisions  of  Section
               8(f).  Provided that all  conditions to the vesting of Restricted
               Stock imposed pursuant to Section 8(c) are satisfied,  and except
               as provided in Section 8(h),  upon the  occurrence of the Vesting
               Date with respect to  Restricted  Stock,  such  Restricted  Stock
               shall vest and the restrictions of Section 8(d) shall lapse.

          (2)  Condition to Issuance.  Prior to the Initial Public Offering,  no
               shares of Restricted Stock may be issued until the holder thereof
               shall have  executed  a  Shareholders  Agreement  in such form as
               shall be prescribed by the Committee in its discretion.

          (3)  Conditions  to  Vesting.  At the time of the grant of  Restricted
               Stock,  the Committee may impose such  restrictions or conditions
               to the vesting of such  Restricted  Stock as it, in its  absolute
               discretion,  deems  appropriate,   including  the  attainment  of
               Performance Goals.

          (4)  Restrictions  on Transfer Prior to Vesting.  Prior to the vesting
               of any Restricted  Stock, no transfer of a  Participant's  rights
               with  respect to such  Restricted  Stock,  whether  voluntary  or
               involuntary,   by  operation  of  law  or  otherwise,   shall  be
               permitted.  Immediately upon any attempt to transfer such rights,
               such  Restricted  Stock,  and all of the rights related  thereto,
               shall be forfeited by the Participant.

                                      -12-
<PAGE>


          (5)  Dividends on Restricted  Stock.  The Committee in its  discretion
               may  require  that  any  dividends  or   distributions   paid  on
               Restricted Stock be held in escrow until all restrictions on such
               Restricted Stock has lapsed.

          (6) Issuance of Certificates.

               (1)  Reasonably  promptly  after the Issue  Date with  respect to
                    Restricted  Stock (and if such issuance  occurs prior to the
                    Initial Public  offering,  provided the condition of Section
                    8(b) has been  satisfied),  the  Company  shall  cause to be
                    issued  a  certificate,   registered  in  the  name  of  the
                    Participant  to whom such  shares of  Restricted  Stock were
                    granted,   evidencing  such  shares  of  Restricted   Stock;
                    provided that the Company shall not cause such a certificate
                    to be issued unless it has received a power of attorney duly
                    endorsed in blank with respect to such shares of  Restricted
                    Stock.  Each  such  certificate  shall  bear  the  following
                    legend:

                    THE  TRANSFERABILITY  OF  THIS  CERTIFICATE  AND  THE  STOCK
                    REPRESENTED  HEREBY ARE SUBJECT TO THE  RESTRICTIONS,  TERMS
                    AND   CONDITIONS   (INCLUDING   FORFEITURE   PROVISIONS  AND
                    RESTRICTIONS    AGAINST    TRANSFER)    CONTAINED   IN   THE
                    HOMESERVICES.COM  INC.  1999  EQUITY  INCENTIVE  PLAN AND AN
                    AGREEMENT  ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH
                    STOCK AND  HOMESERVICES.COM  INC. A COPY OF THE 1999  EQUITY
                    INCENTIVE  PLAN AND  AGREEMENT IS ON FILE WITH THE SECRETARY
                    OF THE COMPANY.

                    Such  legend  shall not be removed  until  such Stock  vests
                    pursuant to the terms hereof.

               (2)  Each  certificate  issued  pursuant  to this  Section  8(f),
                    together with the powers  relating to the  Restricted  Stock
                    evidenced by such certificate,  shall be held by the Company
                    unless the Committee determines otherwise.

     (7)  Consequences  of  Vesting.  Upon the vesting of any  Restricted  Stock
          pursuant to the terms hereof,  the  restrictions of Section 8(d) shall
          lapse with respect to such Restricted Stock. Reasonably promptly after
          any Restricted Stock vests, the Company shall cause to be delivered to
          the Participant to whom such shares of Restricted Stock were granted a
          certificate  evidencing  such  Stock,  free of the legend set forth in
          Section 8(f).

                                      -13-
<PAGE>

     (8) Effect of Termination of Employment.

          (1)  Unless the applicable Agreement provides otherwise,  in the event
               that  the  employment,  directorship  or  consultancy  (together,
               hereinafter  referred to as  "employment")  of a Participant with
               the Company shall be terminated  for any reason other than (i) by
               the Company for Cause or (ii) voluntarily by the Participant, any
               and all  Stock to which  restrictions  on  transferability  apply
               shall become immediately vested and free of all restrictions.

          (2)  In the  event  that  the  employment  of a  Participant  with the
               Company shall be terminated  (i) by the Company for Cause or (ii)
               voluntarily by the  Participant,  all shares of Restricted  Stock
               granted to such  Participant  which are not vested as of the date
               of such termination shall immediately be returned to the Company,
               together with any dividends or distributions  paid on such shares
               of Stock,  in return  for which the  Company  shall  repay to the
               Participant any amount paid by the Participant for such shares of
               Stock.

9.   Other Stock-Based Awards.

     Other  forms of  Awards  valued  in whole or in part by  reference  to,  or
otherwise based on, shares of Stock ("Other Stock-Based  Awards") may be granted
either  alone or in  addition  to other  Awards  under the Plan.  Subject to the
provisions of the Plan, the Committee shall have sole and complete  authority to
determine  the  persons  to whom  and the time or  times  at  which  such  Other
Stock-Based Awards shall be granted, the number of shares of Stock to be granted
pursuant to such Other Stock-Based Awards and all other conditions of such Other
Stock-Based Awards,  including the attainment of Performance Goals. Prior to the
Initial Public Offering,  no shares of Stock may be issued pursuant to any Other
Stock-Based  Award until the holder  thereof shall have executed a  Shareholders
Agreement  in  such  form  as  shall  be  prescribed  by  the  Committee  in its
discretion.

                                      -14-

<PAGE>

10.  Change in Control.

     Notwithstanding  anything in this Plan to the contrary, upon the occurrence
of a Change in  Control,  any Option  that was not  previously  exercisable  and
vested  shall  become  fully  exercisable  and vested and the  restrictions  and
forfeiture conditions applicable to any other Award granted under the Plan shall
lapse and such Award shall be deemed fully vested.

     Upon  dissolution  or  liquidation  of the  Company,  all Options and other
Awards  granted  under this Plan shall  terminate,  but each holder of an Option
shall have the right,  immediately prior to such dissolution or liquidation,  to
exercise his or her Option to the extent then exercisable.

11. Rights as a Stockholder.

     No person shall have any rights as a stockholder with respect to any shares
of Stock  covered by or  relating  to any Award  until the date of issuance of a
certificate with respect to such shares of Stock.  Except as otherwise expressly
provided in Section 3(b), no adjustment to any Award shall be made for dividends
or other rights prior to the date such certificate is issued.

12. No Special Employment Rights; No Right to Award.

     Nothing  contained  in the  Plan or any  Agreement  shall  confer  upon any
Participant  any right with respect to the  continuation  of  employment  by the
Company or interfere  in any way with the right of the  Company,  subject to the
terms of any  separate  employment  agreement  to the  contrary,  at any time to
terminate  such  employment or to increase or decrease the  compensation  of the
Participant.

         No person shall have any claim or right to receive an Award  hereunder.
The Committee's  granting of an Award to a Participant at any time shall neither
require  the  Committee  to grant any other Award to such  Participant  or other
person at any time or preclude the Committee  from making  subsequent  grants to
such Participant or any other person.

13.  Securities Matters.

     (1)  The Company shall be under no  obligation  to effect the  registration
          pursuant to the  Securities  Act of any  interests  in the Plan or any
          Stock to be issued hereunder or to effect similar compliance under any
          state  laws.  Notwithstanding  anything  herein to the  contrary,  the
          Company shall not be

                                      -15-
<PAGE>

          obligated  to  cause  to  be  issued  or  delivered  any  certificates
          evidencing  Stock pursuant to the Plan unless and until the Company is
          advised  by its  counsel  that  the  issuance  and  delivery  of  such
          certificates is in compliance with all applicable laws, regulations of
          governmental authority and the requirements of any securities exchange
          on which shares of Stock are traded.  The Committee may require,  as a
          condition  of the issuance  and  delivery of  certificates  evidencing
          shares of Stock  pursuant to the terms  hereof,  that the recipient of
          such shares of Stock make such  agreements  and  representations,  and
          that such  certificates  bear such legends,  as the Committee,  in its
          sole discretion, deems necessary or desirable.

     (2)  The transfer of any shares of Stock  hereunder shall be effective only
          at such time as counsel to the Company shall have  determined that the
          issuance  and delivery of such shares of Stock is in  compliance  with
          all  applicable  laws,  regulations  of  governmental  authority,  the
          requirements  of any securities  exchange on which shares of Stock are
          traded.  The  Committee  may,  in  its  sole  discretion,   defer  the
          effectiveness of any transfer of Stock hereunder in order to allow the
          issuance  of such  Stock to be made  pursuant  to  registration  or an
          exemption from registration or other methods for compliance  available
          under federal or state securities laws. The Committee shall inform the
          Participant in writing of its decision to defer the effectiveness of a
          transfer.  During the period of such deferral in  connection  with the
          exercise  of an  Option,  the  Participant  may,  by  written  notice,
          withdraw  such  exercise and obtain the refund of any amount paid with
          respect thereto.

14.  Withholding Taxes.

     Whenever  shares of Stock are to be  delivered  pursuant  to an Award,  the
Company shall have the right to require the  Participant to remit to the Company
in cash an amount sufficient to satisfy any federal, state and local withholding
tax  requirements  related  thereto.  With  the  approval  of the  Committee,  a
Participant  may  satisfy  the  foregoing  requirement  by  electing to have the
Company  withhold  from  delivery  shares of Stock  having a value  equal to the
amount of tax to be withheld;  PROVIDED,  HOWEVER,  that the number of shares so
withheld  shall not have an aggregate Fair Market Value in excess of the minimum
federal and state withholding  obligation.  Such shares of Stock shall be valued
at their Fair Market Value on the date of which the amount of tax to be withheld
is determined. Fractional shares of Stock amounts shall be settled in cash. With
the Committee's consent, such a withholding election may be made with respect to
all or any portion of the Stock to be delivered pursuant to an Award.

                                      -16-

<PAGE>

15. Notification of Election Under Section 83(b) of the Code.

     If any Participant shall, in connection with the acquisition of Stock under
the Plan, make the election  permitted under Section 83(b) of the Code (i.e., an
election  to  include  in gross  income  in the  year of  transfer  the  amounts
specified in Section 83(b)),  such Participant  shall notify the Company of such
election  within 10 days of  filing  notice of the  election  with the  Internal
Revenue Service, in addition to any filing and a notification  required pursuant
to regulation issued under the authority of Section 83(b) of the Code.

16.  Notification  Upon  Disqualifying  Disposition  Under Section 421(b) of the
Code.

     Each  Participant  shall  notify the  Company of any  disposition  of Stock
issued  pursuant  to  the  exercise  of an  Incentive  Stock  Option  under  the
circumstances  described  in  Section  421(b) of the Code  (relating  to certain
disqualifying dispositions), within 10 days of such disposition.

17. Amendment or Termination of the Plan.

     The Board or the Committee may, at any time,  suspend or terminate the Plan
or  revise  or amend  it in any  respect  whatsoever;  provided,  however,  that
stockholder approval shall be required if and to the extent the Board determines
that such approval is appropriate  for purposes of satisfying  Section 162(m) or
422 of the Code or is otherwise  required by law or  applicable  stock  exchange
requirements.  Awards may be granted under the Plan prior to the receipt of such
approval but each such grant shall be subject in its  entirety to such  approval
and no award  may be  exercised,  vested  or  otherwise  satisfied  prior to the
receipt of such approval.  Nothing herein shall restrict the Committee's ability
to exercise its discretionary  authority pursuant to Section 4, which discretion
may be exercised without amendment to the Plan. No action hereunder may, without
the  consent  of a  Participant,  reduce  the  Participant's  rights  under  any
outstanding Award.

18.  Transfers Upon Death; Nonassignability.

     Upon  the  death  of a  Participant,  outstanding  Awards  granted  to such
Participant  may be  exercised  only by the  executor  or  administrator  of the
Participant's  estate or by a person who shall have  acquired  the right to such
exercise by will or by the laws of descent and  distribution.  No transfer of an
Award by will or the laws of descent and distribution shall be effective to bind
the Company  unless the  Committee  shall have been  furnished  with (a) written
notice thereof and with a copy of the will and/or such evidence as the Committee
may  deem  necessary  to  establish  the  validity  of the  transfer  and (b) an
agreement by the  transferee to comply with all the terms and  conditions of the
Award that are or would have been  applicable to the Participant and to be bound
by the acknowledg-

                                      -17-
<PAGE>

ments made by the  Participant in connection  with the grant of the Award and/or
any Shareholders Agreement to which the Participant was a party.

     During a  Participant's  lifetime,  the  Committee may permit the transfer,
assignment or other  encumbrance of an outstanding  Option unless such Option is
an Incentive Stock Option and the Committee and the  Participant  intend that it
shall  retain  such  status.  Subject to any  conditions  as the  Committee  may
prescribe,  a Participant may, upon providing written notice to the Secretary of
the Company,  elect to transfer any or all Options  granted to such  Participant
pursuant to the Plan to members of his or her immediate family,  including,  but
not limited to, children,  grandchildren and spouse or to trusts for the benefit
of such immediate family members or to partnerships in which such family members
are  the  only  partners;  provided,  however,  that  no  such  transfer  by any
Participant may be made in exchange for consideration.

19.  Expenses and Receipts.

     The  expenses  of the  Plan  shall  be paid by the  Company.  Any  proceeds
received  by the Company in  connection  with any Award will be used for general
corporate purposes.

20.  Failure to Comply.

     In addition to the remedies of the Company  elsewhere  provided for herein,
failure by a Participant  (or  beneficiary)  to comply with any of the terms and
conditions  of the Plan or the  applicable  Agreement,  unless  such  failure is
remedied by such  Participant (or  beneficiary)  within ten days after notice of
such  failure  by the  Committee,  shall be  grounds  for the  cancellation  and
forfeiture  of such  Award,  in  whole  or in  part,  as the  Committee,  in its
discretion, may determine.

21. Effective Date and Term of Plan.

     The Plan  became  effective  on the  Effective  Date  and,  unless  earlier
terminated by the Board, the right to grant Awards under the Plan will terminate
on the tenth  anniversary  of the Effective  Date.  Awards  outstanding  at Plan
termination will remain in effect according to their terms and the provisions of
the Plan.

22.  Applicable Law.

     Except to the extent preempted by any applicable federal law, the Plan will
be  construed  and  administered  in  accordance  with the laws of the  State of
Delaware, without reference to its principles of conflicts of law.

                                      -18-
<PAGE>

23.  Participant Rights.

     No Participant shall have any claim to be granted any award under the Plan,
and there is no obligation for uniformity of treatment for Participants.  Except
as provided specifically herein, a Participant or a transferee of an Award shall
have no rights as a  stockholder  with respect to any shares of Stock covered by
any award until the date of the issuance of a certificate or certificates to him
or her for such shares of Stock.

24.  Unfunded Status of Awards.

     The Plan is intended to  constitute  an  "unfunded"  plan for incentive and
deferred  compensation.  With  respect  to  any  payments  not  yet  made  to  a
Participant pursuant to an Award, nothing contained in the Plan or any Agreement
shall give any such  Participant  any rights  that are  greater  than those of a
general creditor of the Company.

25.  Beneficiary.

     A  Participant  may file  with the  Committee  a written  designation  of a
beneficiary  on such form as may be  prescribed  by the  Committee and may, from
time to time,  amend or revoke such  designation.  If no designated  beneficiary
survives the Participant,  the executor or  administrator  of the  Participant's
estate shall be deemed to be the grantee's beneficiary.

26.  Interpretation.

     The Plan is  designed  and  intended  to comply with Rule l6b-3 and, to the
extent  applicable,  with Section 162(m) of the Code, and all provisions  hereof
shall be construed in a manner to so comply.

27.  Severability.

     If any  provision of the Plan is held to be invalid or  unenforceable,  the
other  provisions  of the Plan shall not be affected  but shall be applied as if
the invalid or unenforceable provision had not been included in the Plan.

                                      -19-
<PAGE>

28.  Execution.

     To record the 1999 Equity  Incentive Plan effected  through the adoption of
this Plan by the Board of  Directors,  the  Company  has caused  its  authorized
officer to execute the same.


                                          HomeServices.com Inc.



                                          By: /s/ Steven A. McArthur
                                              -------------------------
                                                  Steven A. McArthur
                                                  Senior Vice President


                                      -20-