10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2008

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number 000-26659

Move, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	95-4438337 (I.R.S. Employer Identification No.)
30700 Russell Ranch Road Westlake Village, California (Address of Principal Executive Offices)	91362 (Zip Code)

(805) 557-2300

(Registrant’s Telephone Number, including Area Code:)

(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

     Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

     At May 6, 2008, the registrant had 151,852,819 shares of its common stock outstanding.

INDEX

		Page
	PART I — FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements		3
	Condensed Consolidated Balance Sheets		3
	Condensed Consolidated Statements of Operations		4
	Condensed Consolidated Statements of Cash Flows		5
	Notes to Unaudited Condensed Consolidated Financial Statements		6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		23
Item 4.	Controls and Procedures		23
	PART II — OTHER INFORMATION
Item 1.	Legal Proceedings		24
Item 1A.	Risk Factors		24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		24
Item 3.	Defaults Upon Senior Securities		24
Item 4.	Submission of Matters to a Vote of Security Holders		25
Item 5.	Other Information		25
Item 6.	Exhibits		25
SIGNATURES			26
EXHIBIT 10.1
EXHIBIT 10.2
EXHIBIT 10.3
EXHIBIT 10.4
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

     Move®, REALTOR.com®, HomeBuilder.com®, RENTNET.com^TM, Top Producer®, Welcome Wagon®, and Moving.com^TM are our trademarks or are exclusively licensed to us. This quarterly report on Form 10-Q contains trademarks of other companies and organizations. REALTOR® is a registered collective membership mark that may be used only by real estate professionals who are members of the National Association of REALTORS® (“NAR”) and subscribe to its code of ethics.

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PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

MOVE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2008			2007
	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	26,140		$	45,713
Short-term investments		21,647			129,900
Accounts receivable, net		16,727			18,016
Other current assets		14,613			13,906
Assets held for sale		1,000			1,335
Total current assets		80,127			208,870
Property and equipment, net		32,953			32,515
Long-term investments		121,200			—
Goodwill, net		21,097			21,097
Intangible assets, net		14,492			15,306
Restricted cash		3,189			3,369
Other assets		992			1,371
Total assets	$	274,050		$	282,528
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,719		$	4,971
Accrued expenses		30,948			29,349
Obligation under capital leases		1,583			1,894
Deferred revenue		39,190			38,532
Liabilities held for sale		25			335
Total current liabilities		74,465			75,081
Obligation under capital leases		88			273
Other liabilities		1,440			1,508
Total liabilities		75,993			76,862
Commitments and contingencies (see note 15)
Series B convertible preferred stock		102,454			101,189
Stockholders’ equity:
Series A convertible preferred stock		—			—
Common stock		152			151
Additional paid-in capital		2,080,322			2,076,074
Accumulated other comprehensive income		(7,822	)		675
Accumulated deficit		(1,977,049	)		(1,972,423	)
Total stockholders’ equity		95,603			104,477
Total liabilities and stockholders’ equity	$	274,050		$	282,528

The accompanying notes are an integral part of these unaudited
Condensed Consolidated Financial Statements.

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MOVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended
	March 31,
	2008			2007
	(In thousands, except per share amounts)
	(Unaudited)
Revenue	$	70,401		$	68,894
Cost of revenue		15,050			13,337
Gross profit		55,351			55,557
Operating expenses:
Sales and marketing		28,336			27,404
Product and web site development		6,903			8,775
General and administrative		24,297			20,386
Amortization of intangible assets		514			498
Total operating expenses		60,050			57,063
Loss from continuing operations		(4,699	)		(1,506	)
Interest income, net		2,057			2,313
Other income, net		72			755
Income (loss) from continuing operations before income taxes		(2,570	)		1,562
Provision for income taxes		41			84
Income (loss) from continuing operations		(2,611	)		1,478
Loss from discontinued operations		(750	)		(83	)
Net income (loss)		(3,361	)		1,395
Convertible preferred stock dividends and related accretion		(1,265	)		(1,232	)
Net income (loss) applicable to common stockholders	$	(4,626	)	$	163
Basic income (loss) per share applicable to common stockholders: (see note 10)
Continuing operations	$	(0.03	)	$	0.00
Discontinued operations		(0.00	)		(0.00	)
Basic income (loss) per share applicable to common stockholders	$	(0.03	)	$	0.00
Diluted income (loss) per share applicable to common stockholders:
(see note 10)
Continuing operations	$	(0.03	)	$	0.00
Discontinued operations		(0.00	)		(0.00	)
Diluted income (loss) per share applicable to common stockholders	$	(0.03	)	$	0.00
Shares used to calculate basic and diluted net income (loss) per share applicable to common stockholders:
Basic		151,215			154,339
Diluted		151,215			167,390

The accompanying notes are an integral part of these unaudited
Condensed Consolidated Financial Statements.

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MOVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended
	March 31,
	2008			2007
	(In thousands)
	(Unaudited)
Cash flows from operating activities:
Income (loss) from continuing operations	$	(2,611	)	$	1,478
Adjustments to reconcile income (loss) from continuing operations to net cash provided by continuing operating activities:
Depreciation		2,942			2,615
Amortization of intangible assets		514			498
Provision for doubtful accounts		248			292
Gain on sales of property and equipment		—			(336	)
Stock-based compensation and charges		3,485			5,534
Change in market value of embedded derivative liability		(78	)		(473	)
Other non-cash items		305			11
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		1,096			1,578
Other assets		(306	)		(382	)
Accounts payable and accrued expenses		(1,001	)		(2,566	)
Deferred revenue		627			2,021
Net cash provided by continuing operating activities		5,221			10,270
Net cash (used in) provided by discontinued operating activities		(416	)		242
Net cash provided by operating activities		4,805			10,512
Cash flows from investing activities:
Purchases of property and equipment		(3,477	)		(4,155	)
Proceeds from the surrender of life insurance policy		—			5,200
Proceeds from sales of marketable equity securities		—			15,743
Proceeds from sales of property and equipment		—			336
Purchases of intangible assets		—			(11	)
Maturities of investments		150			10,950
Purchases of investments		(21,494	)		(26,900	)
Net cash (used in) provided by investing activities		(24,821	)		1,163
Cash flows from financing activities:
Proceeds from exercise of stock options		759			2,493
Restricted cash		180			926
Payments on capital lease obligations		(496	)		(463	)
Net cash provided by financing activities		443			2,956
Change in cash and cash equivalents		(19,573	)		14,631
Cash and cash equivalents, beginning of period		45,713			14,873
Cash and cash equivalents, end of period	$	26,140		$	29,504

The accompanying notes are an integral part of these unaudited
Condensed Consolidated Financial Statements.

5

MOVE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Business

     Move, Inc. and its subsidiaries (the “Company”) operate the leading online network of web sites for real estate search, finance, moving and home enthusiasts and is the essential resource for consumers seeking the information and connections they need before, during and after a move. The Company’s flagship consumer web sites are Move.com^TM, REALTOR.com® and Moving.com. The Company also provides lead management software for real estate agents and brokers through our Top Producer® business and local merchant and community information to new movers through our Welcome Wagon® business.

     Our vision is to revolutionize the American dream of home ownership. A home is the single largest investment in most people’s lives, and we believe a tremendous opportunity exists to help transform the difficult process of finding a place to live into the emotional connection of home. Our mission is to be the most trusted source for real estate online.

2. Basis of Presentation

     The Company’s unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), including those for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and note disclosures required by GAAP for complete financial statements. These statements are unaudited and, in the opinion of management, all adjustments (which include only normal recurring adjustments) considered necessary for a fair presentation have been included. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2007, which was filed with the SEC on February 29, 2008. The results of operations for these interim periods are not necessarily indicative of the operating results for a full year.

3. Significant Accounting Policies

     In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurement” (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure about fair value measurements. In February 2008, the FASB issued FASB Staff Position No. FAS 157-b, “Effective Date of FASB Statement No. 157”, which provides a one-year deferral of the effective date of SFAS 157 for non-financial assets and liabilities, except those that are recognized or disclosed in the financial statements at fair value at least annually. In accordance with this interpretation, the Company has adopted the provisions of SFAS 157 with respect to its financial assets and liabilities that are measured at fair value within its financial statements as of January 1, 2008 (See “Note 6 — Fair Value Measurements”). The provisions of SFAS 157 have not been applied to non-financial assets and liabilities. The Company is currently assessing the impact, if any, of this deferral on its Consolidated Financial Statements.

     In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—including an amendment to FASB Statement No. 115” (“SFAS 159”), which permits an entity to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Under SFAS 159, entities that elect the fair value option will report unrealized gains and losses in earnings at each subsequent reporting date. The Company adopted SFAS 159 as of January 1, 2008 and has elected not to apply the fair value option provided under this statement. Therefore, the adoption of SFAS 159 has not had an impact on the Company’s Consolidated Financial Statements.

4. Recent Accounting Development

     In December 2007, the FASB issued SFAS No. 141 (revised), “Business Combinations” (“SFAS 141R”), which replaces SFAS No. 141, “Business Combinations.” Under the standard, an acquiring entity is required to record assets acquired and liabilities assumed in a business combination at fair value on the date of acquisition. Earn-out payments and other forms of contingent consideration are also required to be recorded at fair value on the acquisition date. The standard also requires fair value measurements to be used when recording non-controlling interests and contingent liabilities. In addition, the standard requires all costs associated with the business combination, including restructuring costs, to be expensed as incurred. For the Company, SFAS 141R is effective prospectively for business combinations having an acquisition date on or after January 1, 2009, with the exception of the accounting for valuation allowances on deferred taxes and acquired contingencies. SFAS 141R amends SFAS 109 such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that closed prior to January 1, 2009 would also apply the provisions of SFAS 141R. The

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Company is currently evaluating the potential impact of SFAS 141R on its Consolidated Financial Statements.

5. Short-term and Long-term Investments

     The following table summarizes the Company’s short-term and long-term investments (in thousands):

	March 31, 2008							December 31, 2007
			Net							Net
	Adjusted		Unrealized			Carrying		Adjusted		Unrealized		Carrying
	Cost		Gain/(loss)			Value		Cost		Gain/(loss)		Value
Short-term investments:
Treasury bills	$	19,994	$	3		$	19,997	$	—	$	—	$	—
Corporate auction rate securities		1,650		—			1,650		129,900		—		129,900
Total short-term investments	$	21,644	$	3		$	21,647	$	129,900	$	—	$	129,900
Long-term investments:
Corporate auction rate securities	$	129,600	$	(8,400	)	$	121,200	$	—	$	—	$	—
Total long-term investments	$	129,600	$	(8,400	)	$	121,200	$	—	$	—	$	—

     The Company’s long-term investments consist primarily of high-grade (AAA rated) student loan auction rate securities issued by student loan funding organizations, which loans are 97% guaranteed under FFELP (Federal Family Education Loan Program). These auction rate securities (“ARS”) were intended to provide liquidity via an auction process that resets the interest rate, generally every 28 days, allowing investors to either roll over their holdings or sell them at par. All purchases of these auction rate securities were in compliance with the Company’s investment policy. The recent uncertainties in the credit markets have affected all of the Company’s holdings in ARS investments and auctions for the Company’s investments in these securities have failed to settle on their respective settlement dates. Consequently, the investments are not currently liquid and the Company will not be able to access these funds until a future auction of these investments is successful or a buyer is found outside of the auction process. Maturity dates for these ARS investments range from 2030 to 2047 with principal distributions occurring on certain securities prior to maturity. The Company currently has the ability and the intent to hold these ARS investments until maturity or until they can be sold in a market that facilitates orderly transactions. As of March 31, 2008, the Company reclassed $121.2 million of the ARS investment balance to Long-term Investments because of the Company’s inability to determine when these investments in ARS would become liquid. The Company has also modified its current investment strategy and increased its investments in more liquid money market and treasury bill investments.

     The Company reviews its potential investment impairments in accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities”, and the related guidance issued by the FASB and SEC in order to determine the classification of the impairment as “temporary” or “other-than-temporary.” A temporary impairment charge results in an unrealized loss being recorded in the other comprehensive income (loss) component of stockholder’s equity. An other-than-temporary impairment charge is recorded as a realized loss in the Condensed Consolidated Statement of Operations and reduces net income (loss) for the applicable accounting period. The differentiating factors between temporary and other-than-temporary impairment are primarily the length of the time and the extent to which the market value has been less than cost, the financial condition and near-term prospects of the issuer and the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value.

     The Company’s ARS investments were measured at fair value as of March 31, 2008, and an unrealized loss of $8.4 million for the three-month period ended March 31, 2008 was included in other comprehensive income. See “Note 6 — Fair Value Measurements” for additional information concerning fair value measurement of the Company’s ARS investments.

6. Fair Value Measurements

     On January 1, 2008, the Company adopted the methods of fair value as described in SFAS No. 157 which refines the definition of fair value, provides a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The statement establishes consistency and comparability by providing a fair value hierarchy that prioritizes the inputs to valuation techniques into three broad levels, which are described below:

• Level 1 inputs are quoted market prices in active markets for identical assets or liabilities (these are observable market inputs).

• Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability (includes quoted market prices for similar assets or identical or similar assets in markets in which there are few

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	transactions, prices that are not current or vary substantially).
•	Level 3 inputs are unobservable inputs that reflect the entity’s own assumptions in pricing the asset or liability (used when little or no market data is available).

     Financial assets and liabilities included in our financial statements and measured at fair value as of March 31, 2008 are classified based on the valuation technique level in the table below:

	Fair Value Measurement at March 31, 2008
	Total		Level 1		Level 2		Level 3
Description:
Assets:
Cash and cash equivalents (1)	$	26,140	$	26,140	$	—	$	—
Short-term investments (2)		21,647		21,647		—		—
Long-term investments (3)		121,200		—		—		121,200
Total assets at fair value	$	168,987	$	47,787	$	—	$	121,200
Liabilities:
Embedded derivative liability (4)	$	933	$	—	$	—	$	933

(1)	Cash and cash equivalents consist primarily of money market funds for which we determine fair value through quoted market prices.
(2)	Short-term investments consist primarily of treasury bills ($20.0 million) with original maturity dates of one month or less for which we determine fair value through quoted market prices and ARS ($1.6 million) which were redeemed in April 2008.
(3)	Long-term investments consist of student loan, FFELP-backed, ARS issued by student loan funding organizations. Typically the fair value of ARS investments approximates par value due to the frequent resets through the auction process. While the Company continues to earn interest on its ARS investments at the maximum contractual rate, these investments are not currently trading and therefore do not have a readily determinable market value. The Company used a discounted cash flow model to determine the estimated fair value of its investment in ARS as of March 31, 2008. The assumptions used in preparing the discounted cash flow model includes estimates for interest rates, timing and amount of cash flows and expected holding period of the ARS. Based on this assessment of fair value, as of March 31, 2008, the Company determined there was a decline in the fair value of its ARS investments of $8.4 million which was deemed temporary and is included within comprehensive other income for the three-month period ended March 31, 2008.
(4)	The embedded derivative liability represents the value associated with the right of the holders of Series B Preferred Stock to receive additional guaranteed dividends in the event of a change of control. There is no current observable market for this type of derivative and, as such, we determined the value of the embedded derivative based on a lattice model using inputs such as an assumed corporate bond borrowing rate, market price of the Company’s stock, probability of a change in control, and volatility.

     The following table provides a reconciliation of the beginning and ending balances for the major class of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) (in thousands):

				Embedded
	Long-term			Derivative
	Investments			Liability
Balance on January 1, 2008	$	—		$	1,011
Transfers in and /or out of Level 3 (1)		129,600			—
Total gains/losses realized/unrealized included in earnings		—			(78	)
Total losses included in other comprehensive income		(8,400	)		—
Purchases, sales, issuances and settlements, net		—			—
Balance on March 31, 2008	$	121,200		$	933

(1) Based on the deteriorated market conditions of our ARS investments that we classify as available-for-sale, for the first quarter of 2008 we changed our fair value measurement methodology from quoted prices from active markets to a discounted cash flow model. Accordingly, these securities were reclassified from Level 1 to Level 3.

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7. Goodwill and Other Intangible Assets

     Goodwill, net, by segment, as of March 31, 2008 and December 31, 2007 is as follows (in thousands):

	March 31,		December 31,
	2008		2007
Real Estate Services	$	12,806	$	12,806
Consumer Media		8,291		8,291
Total	$	21,097	$	21,097

     The Company has both indefinite and definite lived intangibles. Indefinite-lived intangibles consist of $2.0 million of trade names and trademarks acquired during the year ended December 31, 2006. Definite-lived intangible assets consist of certain trade names, trademarks, brand names, purchased technology, and other miscellaneous agreements entered into in connection with business combinations and are amortized over expected periods of benefits. Indefinite-lived intangible assets decreased by $0.3 million for the quarter ended March 31, 2008 due to an impairment of an asset associated with an abandoned business initiative. There are no expected residual values related to these intangible assets. Intangible assets by category are as follows (in thousands):

	March 31, 2008				December 31, 2007
	Gross		Accumulated		Gross		Accumulated
	Amount		Amortization		Amount		Amortization
Trade names, trademarks, and brand names	$	21,530	$	9,534	$	21,830	$	9,217
Purchased technology		1,400		417		1,400		366
NAR operating agreement		1,578		939		1,578		901
Customer lists and relationships		255		195		255		172
Other		1,450		636		1,450		551
Total	$	26,213	$	11,721	$	26,513	$	11,207

     Amortization expense for intangible assets for the three months ended March 31, 2008 and 2007 was $0.5 million. Amortization expense for the next five years is estimated to be as follows (in thousands):

Years Ended December 31,	Amount
2008 (remaining 9 months)	$	1,514
2009		1,752
2010		1,686
2011		1,682
2012		1,607

8. Disposals

     In the fourth quarter of 2007, the Company decided to divest its Homeplans business, which had been reported as part of its Consumer Media segment. On April 15, 2008, the Company closed the sale of the business for a purchase price of approximately $1.0 million in cash. The transaction did not result in any significant gain or loss on disposition.

     Pursuant to SFAS No. 144, the Company’s Consolidated Financial Statements for all periods presented reflects the classification of its Homeplans division as discontinued operations. Accordingly, the revenue, costs and expenses, and cash flows of this division have been excluded from the respective captions in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows and have been reported as “Loss from discontinued operations,” net of applicable income taxes of zero; and as “Net cash provided by (used in) discontinued operations.” Total revenue and loss from discontinued operations are reflected below (in thousands):

9

	Three Months Ended
	March 31,
	2008			2007
Revenue	$	1,250		$	2,136
Total operating expenses		1,874			2,219
Impairment of long-lived assets		126			—
Loss from discontinued operations	$	(750	)	$	(83	)

     The carrying amounts of the major classes of assets and liabilities of the discontinued operations are as follows (in thousands):

	March 31,		December 31,
	2008		2007
Total current assets	$	152	$	358
Property and equipment, net		148		151
Goodwill and other assets		700		826
Total assets	$	1,000	$	1,335
Total current liabilities		25		335
Total liabilities	$	25	$	335

9. Stock-Based Compensation and Charges

     The Company accounts for stock issued to non-employees in accordance with the provisions of SFAS No. 123 “Accounting for Stock-based Compensation” (“SFAS No. 123”) and EITF No. 96-18 “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods and Services.”

     The Company has granted restricted stock awards to members of its Board of Directors as compensation during the past four years. These shares will vest on the third anniversary of their issuance and the costs are being recognized over their respective vesting period. There were 314,950 and 214,950 unvested shares of restricted stock issued to members of the Company’s Board of Directors as of March 31, 2008 and 2007, respectively. Total cost recognized was approximately $96,000 and $79,000 for the three months ended March 31, 2008 and 2007, respectively.

     The Company has granted restricted stock awards to its Chief Executive Officer in consideration for his service in 2003 and 2004. These shares will vest on the third anniversary of their issuance. As of March 31, 2008, all shares were vested. The intrinsic value of these restricted stock awards was included in the results of operations in the period in which they were granted.

     In the second quarter of 2007, the Company issued 232,018 shares of restricted stock to one of its officers as a “sign-on” bonus. These shares had a fair value of $1.0 million and vest fifty percent immediately with the balance vesting one year from the grant date subject to continued employment with the Company. The fair value of the first fifty percent vesting was recognized as stock based compensation immediately with the remaining fifty percent being amortized over one year. The officer returned 82,946 shares of common stock with a fair value of approximately $0.4 million to reimburse the Company for the officer’s share of employment taxes due as a result of this transaction. The total costs recognized during the three months ended March 31, 2008 was approximately $0.1 million and is included in stock-based compensation and charges.

     During the three months ended March 31, 2008, the Company issued 130,000 shares of restricted stock to several of its executive employees. These shares vest on the third anniversary of their issuance and have an aggregate fair value of $0.3 million that is being amortized over the three year vesting period. The total costs recognized during the three months ended March 31, 2008 was approximately $11,000 and is included in stock-based compensation and charges.

     The Board of Directors awarded performance-based restricted stock units to certain of the Company’s executive officers during the years ended December 31, 2007 and 2006, respectively. The following summarizes the restricted stock unit activity (in thousands):

	Number of
	Restricted Stock Units
Non-vested units at December 31, 2007		5,135
Units forfeited		(605	)
Non-vested units at March 31, 2008		4,530

     Based on the original terms of the awards, the officers were to earn shares of the Company’s stock, based on the attainment of certain performance goals relating to the Company’s revenues and operating income (as defined by the Management Development and Compensation Committee of the Board of Directors) for the fiscal year ending December 31, 2008. During

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the year ended December 31, 2007, the Management Development and Compensation Committee of the Board of Directors approved modifications of the performance targets and vesting periods from the original awards, reducing the original restricted stock units available for vesting after 2008 by 50% for each of the executives, and revising the target financial performance for 2008 based on current market conditions and the Company’s expected performance. The committee also established financial performance targets for 2009, which provided the potential for executives to earn the remaining 50% of the restricted stock units previously granted by attainment of those performance goals.

     As a result of the modification, pursuant to SFAS 123R, the likelihood of achieving the original targets was improbable and previously recognized compensation under the award was reversed to reflect this assumption. Recognition of compensation for these units will continue to be deferred until management determines that it is probable that it will achieve the new performance targets. As of March 31, 2008, the fair value of the remaining restricted stock units granted was $20.5 million.

     The Company adopted the fair value recognition provisions of SFAS No. 123 (revised 2004) “Share Based Payment” (“SFAS 123R”) using the modified-prospective transition method. Under that transition method, compensation cost recognized includes: (a) compensation cost for all share-based payments granted prior to January 1, 2006, but not yet vested, based on the grant-date fair value estimated in accordance with the original provisions of SFAS 123; and (b) compensation cost for all share-based payments granted subsequent to December 31, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123R. Compensation costs are recognized using a straight-line amortization method over the vesting period. Results for prior periods have not been restated.

     The fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation model that uses the ranges of assumptions in the following table. Our computation of expected volatility is based on a combination of historical and market-based implied volatility. Due to the unusual volatility of the Company’s stock price around the time of the restatement of its financial statements in 2002 and several historical acquisitions that changed the Company’s risk profile, historical data was more heavily weighted toward the more recent stock activity. The expected term of employee stock options represents the weighted-average period that the stock options are expected to remain outstanding. Starting with the three months ended March 31, 2008, the Company derived the expected term assumption based on the Company’s weighted average vesting period combined with the post-vesting holding period. Prior to January 1, 2008, the Company used the simplified method to calculate the expected term for its options, as allowed by SEC Topic 14, “Share-Based Payment (SAB 107)”. Pursuant to the results of this analysis, the Company has determined that the expected term should be 5.85 years for options granted subsequent to December 31, 2007. The risk-free interest rates are based on U.S. Treasury zero-coupon bonds for the periods in which the options were granted.

	Three Months Ended
	March 31,
	2008			2007
Risk-free interest rates		1.65-2.82	%		4.52-4.82	%
Expected term (in years)		5.85			6.06
Dividend yield		0	%		0	%
Expected volatility		65	%		75	%

     During the three months ended March 31, 2008, the Company updated the estimated forfeiture rates it uses in the determination of its stock-based compensation expense; this change was a result of an assessment that included an analysis of the actual number of equity awards that had been forfeited to date compared to prior estimates and an evaluation of future estimated forfeitures. The Company periodically evaluates its forfeiture rates and updates the rates it uses in the determination of its stock-based compensation expense. The Company recorded a cumulative benefit from the change in estimate of approximately $0.6 million, which reduced non-cash compensation expense in the consolidated statements of operations for the three months ended March 31, 2008.

     During the three months ended March 31, 2008, the Company modified the vesting and extended the time to exercise for several former executive employees as part of their separation agreements. As a result of these modifications, the Company recorded additional stock-based compensation expense of $0.8 million. There were no such modifications during the three months ended March 31, 2007.

     The following chart summarizes the stock-based compensation and charges that have been included in the following captions for each of the periods presented (in thousands):

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	Three Months Ended
	March 31,
	2008		2007
Cost of revenue	$	53	$	43
Sales and marketing		124		552
Product and web site development		185		275
General and administrative		3,123		4,664
Total from continuing operations		3,485		5,534
Total from discontinued operations		5		33
Total stock-based compensation and charges	$	3,490	$	5,567

     In addition to costs related to stock options and restricted stock units, stock-based compensation and charges in sales and marketing includes costs related to vendor agreements, and general and administrative includes costs related to the amortization of restricted stock grants to the Company’s board of directors.

10. Net Income (Loss) Per Share

     The following table sets forth the computation of basic and diluted net income (loss) per share applicable to common stockholders for the periods indicated (in thousands, except per share amounts):

	Three Months Ended
	March 31,
	2008			2007
Numerator:
Income (loss) from continuing operations	$	(2,611	)	$	1,478
Loss from discontinued operations		(750	)		(83	)
Net income (loss)		(3,361	)		1,395
Convertible preferred stock dividend and related accretion		(1,265	)		(1,232	)
Net income (loss) applicable to common stockholders	$	(4,626	)	$	163
Net income (loss) applicable to common stockholders from continuing operations		(3,876	)		246
Net income (loss) applicable to common stockholders from discontinued operations		(750	)		(83	)
Net income (loss) applicable to common stockholders	$	(4,626	)	$	163
Denominator:
Basic weighted average shares outstanding		151,215			154,339
Dilutive effect of options, warrants and restricted stock		—			13,051
Dilutive effect of assumed conversion of convertible preferred stock		—			—
Fully diluted weighted average shares outstanding		151,215			167,390
Basic income (loss) applicable to common stockholders:
Continuing operation	$	(0.03	)	$	0.00
Discontinued operations		(0.00	)		(0.00	)
Net income (loss)	$	(0.03	)	$	0.00
Diluted income (loss) applicable to common stockholders:
Continuing operations	$	(0.03	)	$	0.00
Discontinued operations		(0.00	)		(0.00	)
Net income (loss)	$	(0.03	)	$	0.00

     Because their effects would be anti-dilutive for the periods presented, the above computation of diluted income (loss) per share excludes preferred stock, stock options and warrants of 63,602,060 and 26,051,722 for the three months ended March 31, 2008 and 2007, respectively.

11. Other Comprehensive Income (Loss)

     The components of other comprehensive income (loss) are (in thousands):

	Three Months Ended
	March 31,
	2008			2007
Net income (loss)	$	(3,361	)	$	1,395
Unrealized loss on marketable securities		(5	)		(1	)
Unrealized loss on non-current auction rate securities		(8,400	)		—
Foreign currency translation		(92	)		35
Other comprehensive income (loss)	$	(11,858	)	$	1,429

12. Segment Information

     Segment information is presented in accordance with SFAS No. 131 “Disclosures about Segments of an Enterprise and

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Related Information.” This standard is based on a management approach, which requires segmentation based upon the Company’s internal organization and disclosure of revenue and operating expenses based upon internal accounting methods. The Company has two reportable business segments: Real Estate Services for those products and services offered to real estate industry professionals trying to reach consumers and manage their relationships with them and Consumer Media (formerly Move-Related Services) for those products and services offered to other advertisers who are trying to reach those consumers in the process of a move. This is consistent with the data that is made available to our management to assess performance and make decisions. In June 2007, the Company changed the name of its former Move-Related Services segment to Consumer Media.

     The expenses presented below for each of the business segments include an allocation of certain corporate expenses that are identifiable and benefit those segments and are allocated for internal management reporting purposes. The unallocated expenses are those corporate overhead expenses that are not directly attributable to a segment and include: corporate expenses, such as finance, legal, executive, internal business systems, and human resources; expenses associated with new business initiatives; amortization of intangible assets; litigation settlement charges; stock-based charges; impairment charges and acquisition and restructuring charges. There is no inter-segment revenue. Assets and liabilities are not fully allocated to segments for internal reporting purposes.

     Summarized information, by segment, as excerpted from internal management reports is as follows (in thousands):

	Three Months Ended
	March 31, 2008											March 31, 2007
	Real Estate		Consumer									Real Estate		Consumer
	Services		Media			Unallocated			Total			Services		Media			Unallocated			Total
Revenue	$	55,794	$	14,607		$	—		$	70,401		$	53,523	$	15,371		$	—		$	68,894
Cost of revenue		9,512		5,185			353			15,050			8,259		4,515			563			13,337
Gross profit (loss)		46,282		9,422			(353	)		55,351			45,264		10,856			(563	)		55,557
Sales and marketing		19,348		7,580			1,408			28,336			18,121		8,279			1,004			27,404
Product and web site development		5,764		468			671			6,903			6,727		1,535			513			8,775
General and administrative		9,624		3,536			11,137			24,297			7,187		3,738			9,461			20,386
Amortization of intangible assets		—		—			514			514			—		—			498			498
Total operating expenses		34,736		11,584			13,730			60,050			32,035		13,552			11,476			57,063
Income (loss) from continuing operations	$	11,546	$	(2,162	)	$	(14,083	)	$	(4,699	)	$	13,229	$	(2,696	)	$	(12,039	)	$	(1,506	)

13. Income Taxes

     As a result of historical net operating losses, we have generally not recorded a provision for income taxes. However, during the year ended December 31, 2006, we recorded certain indefinite lived intangible assets as a result of the purchase of Moving.com which creates a permanent difference as the amortization can be recorded for tax purposes but not for book purposes. A tax provision of $41,000 and $40,000 was recorded in the three months ended March 31, 2008 and 2007, respectively, as a result of this permanent difference which cannot be offset against net operating loss carryforwards due to its indefinite life. An additional $44,000 tax provision was recorded for the three months ended March 31, 2007 as a result of federal alternative minimum taxes incurred in the utilization of net operating losses against our taxable income for the period.

     The Company adopted the FASB’s Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109” (“FIN 48”), effective January 1, 2007. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in financial statements and requires the impact of a tax position to be recognized in the financial statements if that position is more likely than not of being sustained by the taxing authority. The adoption of FIN 48 did not have a material effect on the Company’s consolidated financial position or results of operations.

     As of March 31, 2008, we do not have any accrued interest or penalties related to uncertain tax positions. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. We do not have any interest or penalties related to uncertain tax positions in income tax expense for the three months ended March 31, 2008 and 2007, respectively. The tax years 1993-2006 remain open to examination by the major taxing jurisdictions to which we are subject.

14. Settlement of Disputes and Litigation

     On April 4, 2008, the Company entered into an agreement with David Rosenblatt (“Rosenblatt”), the Company’s former General Counsel, resolving all past claims for indemnification for expenses, including attorneys’ fees in connection with the SEC and DOJ investigations and certain civil actions filed against Rosenblatt, and settlement of the claims brought against

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him in the Securities Class Action Lawsuit. The settlement does not include any claims Rosenblatt may assert for indemnification for future expenses in connection with the SEC and DOJ investigations. The Company is unable to determine whether Rosenblatt will have any additional claims or what portion, if any, of Rosenblatt’s additional expenses it will ultimately have to advance, or if Rosenblatt will ultimately demonstrate an entitlement to indemnification with respect to the claimed amounts.

15. Commitments and Contingencies

     We are currently involved in certain legal proceedings, as discussed in Note 22, “Commitments and Contingencies—Legal Proceedings,” to our Consolidated Financial Statements contained in Item 8 in our Annual Report on Form 10-K for the year ended December 31, 2007 (“Annual Report”) and below in this Note 15. As of the date of this Form 10-Q, and except as disclosed below, there have been no material developments in the legal proceedings disclosed in our Annual Report and the Company is not a party to any other litigation or administrative proceedings that management believes will have a material adverse effect on the Company’s business, results of operations, financial condition or cash flows.

     On February 28, 2007, in a patent infringement action against a real estate agent, Diane Sarkisian, pending in the U.S. District Court for the Eastern District of Pennsylvania (“the Sarkisian case”), Real Estate Alliance, Limited (“REAL”), moved to certify two classes of defendants: subscribers and members of the multiple listing service of which Sarkisian was a member, and customers of the Company who had purchased enhanced listings from the Company. The U.S. District Court in the Sarkisian case denied REAL’s motion to certify the classes on September 24, 2007. On March 25, 2008, the U.S. District Court in the Sarkisian case stayed that case, and denied without prejudice all pending motions, pending the U.S. District Court of California’s determination in the Move California Action (see below) of whether the Company’s websites infringe the REAL patents.

     On April 3, 2007, in response to REAL’s attempt to certify our customers as a class of defendants in the Sarkisian case, the Company filed a complaint in the U.S. District Court for the Central District of California seeking a declaratory judgment that the Company does not infringe U.S. Patent Nos. 4,870,576 and 5,032,989 (“the REAL patents”) and that the REAL patents are invalid and/or unenforceable (“the Move California Action”). The Move California Action was brought against REAL, and its licensing agent Equias Technology Development, LLC (“Equias”) and Equias’ principal, Scott Tatro (“Tatro”). The Move California Action also includes claims by the Company against the defendants for several business torts, such as interference with contractual relations and prospective economic advantage and unfair competition under California common law and statutory law. On May 14, 2007, defendants in the Move California Action moved to have the California case dismissed or transferred to Pennsylvania, and on June 27, 2007, the court denied defendants’ motion as to defendants REAL and Equias, but granted dismissal of the claims against Tatro without prejudice. On August 8, 2007, REAL and Equias denied the Company’s allegations, and REAL asserted counterclaims against the Company asserting infringement of the REAL patents, seeking compensatory damages, punitive damages, treble damages, costs, expenses, reasonable attorneys’ fees and pre- and post-judgment interest. On February 28, 2008, REAL filed a motion for leave to amend its counter-claims, and to include NAR and the National Association of Home Builders (“NAHB”) as individual defendants, as well as various brokers, agents, MLS’s, new home builders, rental property owners, and technology providers and indicated that it intended to seek to certify certain defendant classes. On March 11, 2008, REAL filed a separate suit in the U.S. District Court for the Central District of California (“the REAL California Action”) alleging infringement of the REAL patents against the same defendants it sought to include in its proposed amended counter-claims in the Move California Action, and also indicated that it intended to seek to certify the same defendant classes. The Company is not named as a defendant in the REAL California Action; however, the Company is defending NAR and NAHB in the REAL California Action. On May 5, 2008, NAR and NAHB filed answers denying infringement and asserting that the patents are invalid and unenforceable, and asserting counter-claims against REAL. The Company intends to vigorously prosecute and to defend against REAL’s allegations in the Move California Action and vigorously defend and to prosecute the claims that have been brought on behalf of NAR and NAHB in the REAL California Action. At this time, however, the Company is unable to express an opinion on the outcome of these cases.

     As part of the sale in 2002 of the Company’s ConsumerInfo division to Experian Holdings, Inc. (“Experian”), $10.0 million of the purchase price was put in escrow to secure our indemnification obligations (the “Indemnity Escrow”). The Indemnity Escrow was scheduled to terminate in the third quarter of 2003, but prior to the scheduled termination, Experian demanded indemnification from the Company for claims made against Experian or its subsidiaries by several parties in civil actions and by the Federal Trade Commission (“FTC”), including allegations of unfair and deceptive advertising in connection with ConsumerInfo’s furnishing of credit reports and providing “Advice for Improving Credit” that appeared on its web site both before, during, and after the Company’s ownership of ConsumerInfo. Under the stock purchase agreement, pursuant to which the Company sold ConsumerInfo to Experian, the Company could have elected to defend against the claims, but because the alleged conduct occurred both before and after its sale to Experian, the Company elected to rely on Experian to defend against such allegations.

     The FTC action against Experian was resolved on August 31, 2005 by stipulated judgment that requires, among other things, that refunds be made available to certain customers who purchased ConsumerInfo products during the period

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November 2000 through September 2003.

     The Company has received information from Experian concerning the total expenses incurred by Experian to date in connection with all matters for which they claim indemnity, and Experian requested a meeting with the Company to discuss resolution of its indemnity claims prior to commencement of an arbitration process prescribed in the stock purchase agreement. Under the terms of the stock purchase agreement, the Company’s maximum potential liability for claims by Experian is capped at $29.25 million less the balance in escrow. On April 8, 2008, representatives of the Company met with representatives of Experian and the parties agreed that arbitration should proceed in order to resolve any potential indemnity obligations of the Company. Experian is seeking to recover from the Company an amount in excess of the Indemnity Escrow amount, which was $8.3 million on March 31, 2008. The Company intends to vigorously defend against these claims brought by Experian and is unable to estimate the costs associated with any potential indemnification obligations at this time.

16. Supplemental Cash Flow Information

     During the three month period ended March 31, 2008:

• The Company issued 130,000 shares of restricted common stock to two executive officers which vest over three years. The charge associated with these shares was $323,000 and is being recognized over the three-year vesting period.

• The Company issued $941,000 in additional Series B Preferred Stock as in-kind dividends.

     During the three month period ended March 31, 2007:

• The Company issued $908,000 in additional Series B Preferred Stock as in-kind dividends.

17. Subsequent Event

     On May 8, 2008, the Company entered into a revolving line of credit providing for borrowings of up to $64.8 million through May 7, 2009 with a major financial institution. The line of credit is secured by the Company’s ARS investment balances and outstanding borrowings will bear interest at the Federal Funds Rate plus 2.1% (4.1% as of May 8, 2008). The available borrowings may not exceed 50% of the par value of the Company’s ARS investment balances and could be limited further if the quoted market value of these securities drop below 70% of par value.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     This Form 10-Q and the following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. This Act provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward-looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements other than statements of historical fact that we make in this Form 10-Q are forward-looking. In particular, the statements herein regarding industry prospects and our future consolidated results of operations or financial position are forward-looking statements. Forward-looking statements reflect our current expectations and are inherently uncertain. Our actual results may differ significantly from our expectations. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this Form 10-Q, as well as those discussed in our Annual Report on Form 10-K for the year ended December 31, 2007, and in other documents we file with the Securities and Exchange Commission, or SEC. This Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2007.

Our Business

     Move, Inc. and its subsidiaries (“Move”, “we”, “our” or “us”) operate the leading online network of web sites for real estate search, finance, moving and home enthusiasts and is the essential resource for consumers seeking the information and connections they need before, during and after a move. Our flagship consumer web sites are Move.com^TM, REALTOR.com® and Moving.com. We also provide lead management software for real estate agents and brokers through our Top Producer® business and local merchant and community information to new movers through our Welcome Wagon® business.

     On our web sites we display comprehensive real estate property content, with over four million resale, new home and rental listings, as well as extensive move-related information and tools. We hold a significant leadership position in terms of web traffic, attracting an average of 8.5 million consumers to our network per month in 2007 according to comScore Media Metrix, a substantial lead over the number two real estate site. We also have strong relationships with the real estate industry, including content agreements with approximately 900 Multiple Listing Services (“MLS”) across the country and exclusive partnerships with the National Association of REALTORS® (“NAR”) and the National Association of Home Builders (“NAHB”).

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     Our vision is to revolutionize the American dream of home ownership. A home is the single largest investment in most people’s lives, and we believe a tremendous opportunity exists to help transform the difficult process of finding a place to live into the emotional connection of home. Our mission is to be the most trusted source for real estate online.

Basis of Presentation

     Our unaudited Condensed Consolidated Financial Statements reflect the historical results of Move, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated.

Business Trends and Conditions

     In recent years, our business has been, and we expect will continue to be, influenced by a number of macroeconomic, industry-wide and product-specific trends and conditions:

•	Market and economic conditions. In recent years, the U.S. economy has experienced low interest rates, and volatility in the equities markets. Through 2005, housing starts remained strong, while the supply of apartment housing generally exceeded demand. For a number of years prior to 2007, owning a home became much more attainable for the average consumer due to the availability of flexible mortgage options, which required minimal down payments and provided low interest rates. During this period, home builders spent less on advertising, given the strong demand for new houses, and homeowners who were looking to sell a home only had to list it at a reasonable price in most areas of the U.S. to sell in 60 days or less. Conversely, demand for rental units declined and apartment owners did not spend as much money on advertising, as they have sought to achieve cost savings during the difficult market for rentals. These trends had an impact on our ability to grow our business.
	Beginning in the second half of 2006, the market dynamics seemed to reverse. Interest rates rose and mortgage options began to decline. The housing market became saturated with new home inventory in many large metropolitan markets and the available inventory of resale homes began to climb as demand softened. The impact of the rise in interest rates caused demand for homes to decline into mid-2007. In the second half of 2007, the availability of mortgage financing became very sparse. The lack of liquidity coupled with increased supply of homes and declining prices had a significant impact on real estate professionals, our primary customers.
	These changing conditions resulted in fewer home purchases and forced many real estate professionals to reconsider their marketing spend. In 2006, we saw many customers begin to shift their dollars from conventional offline channels, such as newspapers and real estate guides, to the Internet. We saw many brokers move their spending online and many home builders increased their marketing spend to move existing inventory, even as they slowed their production and our business grew as a result. However, as the slow market continued into 2007, it has caused our rate of growth to decline. While the advertising spend by many of the large agents and brokers appears steady, some of the medium and smaller businesses and agents have reduced expenses to remain in business and this could cause our growth rate to decline further and possibly experience a decline in revenue as we move through 2008.

• Evolution of Our Product and Service Offerings and Pricing Structures

     Real Estate Services segment: Our Real Estate Services began as a provider of Internet applications to real estate professionals. It became apparent that our customers valued the media exposure that the Internet offered them, but not all of the “technology” that we were offering. Many of our customers objected to our proposition that they purchase our templated web site in order to gain access to our networks. In addition, we were charging a fixed price to all customers regardless of the market they operated in or the size of their business. Our Top Producer® product was a desktop application that required some knowledge of the operations of a desktop computer.

     In 2003, we responded to our customers’ needs and revamped our service offerings. We began to price our REALTOR.com® services based on the size of the market and the number of properties the customer displayed. For many of our customers this change led to substantial price increases over our former technology pricing. This change was reasonably well-accepted by our customers.

     In late 2002, Top Producer introduced a monthly subscription model of an online application. Our customer base has shifted to the online application and completely replaced our desktop product at the end of 2006.

     In 2006, we changed the business model for our New Homes and Rentals businesses. In the past, we have charged homebuilders and rental owners to list their properties on our HomeBuilder.com® and RENTNET® web sites. When we launched the Move.com^tm web site on May 1, 2006, we replaced our new home site, HomeBuilder.com, and our apartment rental site, RENTNET, with Move.com. In conjunction with this change, we began to display any new home and apartment listing for no charge. We seek revenue from enhanced listings, including our Showcase Listing and Featured Listing products, as well as other forms of advertising on the sites. Featured Listings, which appear above the algorithmically-generated search results, are priced on a fixed “cost-per-click” basis. When we launched the Move.com^tm web site, existing listing subscription

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customers were transitioned into our new products having comparable value for the duration of their existing subscription.

     In today’s market, our customers are facing a decline in their business and have to balance their marketing needs with their ability to pay. As a result, they are demanding products that perform and provide measurable results for their marketing spend. We are evaluating customer feedback and balancing that with the need for an improved consumer experience and will modify our products and our pricing to be responsive to both.

     Consumer Media segment: Continued uncertainty in the economy has had an adverse effect on our Welcome Wagon® business. Our primary customers are small local merchants trying to reach new movers and economic conditions have negatively impacted small businesses more than other businesses. These economic conditions have caused the decline in our revenue in this segment to continue. Significant growth will require that we introduce new products that are responsive to advertisers’ demands and are presented to consumers much more timely.

Dispositions

     In the fourth quarter of 2007, we decided to divest our Homeplans business, which had been reported as part of our Consumer Media segment. On April 15, 2008, we closed the sale of the business for a purchase price of approximately $1.0 million in cash. The transaction did not result in any significant gain or loss on disposition.

     Pursuant to SFAS No. 144, our Consolidated Financial Statements for all periods presented reflects the classification of our Homeplans division as discontinued operations. Accordingly, the revenue, costs and expenses, and cash flows of this division have been excluded from the respective captions in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows and have been reported as “Loss from discontinued operations,” net of applicable income taxes of zero; and as “Net cash provided by (used in) discontinued operations.” Total revenue and loss from discontinued operations are reflected below (in thousands):

	Three Months Ended
	March 31,
	2008			2007
Revenue	$	1,250		$	2,136
Total operating expenses		1,874			2,219
Impairment of long-lived assets		126			—
Loss from discontinued operations	$	(750	)	$	(83	)

     The carrying amounts of the major classes of assets and liabilities of the discontinued operations are as follows (in thousands):

	March 31,		December 31,
	2008		2007
Total current assets	$	152	$	358
Property and equipment, net		148		151
Goodwill and other assets		700		826
Total assets	$	1,000	$	1,335
Total current liabilities		25		335
Total liabilities	$	25	$	335

Critical Accounting Policies

     Our discussion and analysis of our financial condition and results of operations is based upon our unaudited Condensed Consolidated Financial Statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these unaudited Condensed Consolidated Financial Statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, uncollectible receivables, intangible and other long-lived assets and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. There were no significant changes to our critical accounting policies during the three months ended March 31, 2008, as compared to those policies disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, except for our adoption of Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” on January 1, 2008, as discussed below.

Recent Accounting Developments

     In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, “Fair Value

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Measurement” (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure about fair value measurements. In February 2008, the FASB issued FASB Staff Position No. FAS 157-b, “Effective Date of FASB Statement No. 157”, which provides a one-year deferral of the effective date of SFAS 157 for non-financial assets and liabilities, except those that are recognized or disclosed in the financial statements at fair value at least annually. In accordance with this interpretation, we have adopted the provisions of SFAS 157 with respect to our financial assets and liabilities that are measured at fair value within our financial statements as of January 1, 2008—see Note 6 to our Condensed Consolidated Financial Statements. The provisions of SFAS 157 have not been applied to non-financial assets and liabilities. We are currently assessing the impact, if any, of this deferral on our Consolidated Financial Statements.

     In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—including an amendment to FASB Statement No. 115” (“SFAS 159”), which permits an entity to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Under SFAS 159, entities that elect the fair value option will report unrealized gains and losses in earnings at each subsequent reporting date. We adopted SFAS 159 as of January 1, 2008 and have elected not to apply the fair value option provided under this statement. Therefore, the adoption of SFAS 159 has not had an impact on our Consolidated Financial Statements.

     In December 2007, the FASB issued SFAS No. 141 (revised), “Business Combinations” (“SFAS 141R”), which replaces SFAS No. 141, “Business Combinations.” Under the standard, an acquiring entity is required to record assets acquired and liabilities assumed in a business combination at fair value on the date of acquisition. Earn-out payments and other forms of contingent consideration are also required to be recorded at fair value on the acquisition date. The standard also requires fair value measurements to be used when recording non-controlling interests and contingent liabilities. In addition, the standard requires all costs associated with the business combination, including restructuring costs, to be expensed as incurred. SFAS 141R is effective prospectively for business combinations having an acquisition date on or after January 1, 2009, with the exception of the accounting for valuation allowances on deferred taxes and acquired contingencies. SFAS 141R amends SFAS 109 such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that closed prior to January 1, 2009 would also apply the provisions of SFAS 141R. We are currently evaluating the potential impact of SFAS 141R on our Consolidated Financial Statements.

Legal Contingencies

     We are currently involved in certain legal proceedings, as discussed in Note 22, “Commitments and Contingencies—Legal Proceedings,” to our Consolidated Financial Statements contained in Item 8 in our Annual Report on Form 10-K for the year ended December 31, 2007, and in Note 15, “Commitments and Contingencies” to our Unaudited Condensed Consolidated Financial Statements contained in Item 1 of Part I of this Form 10-Q. Because of the uncertainties related to both the amount and range of loss in connection with legal proceedings, on the remaining pending litigation, we are unable to make a reasonable estimate of the liability that could result from unfavorable outcomes. As additional information becomes available, we will assess the potential liability related to our pending litigation and determine whether reasonable estimates of the liability can be made. Unfavorable outcomes or significant estimates of our potential liability could materially impact our results of operations and financial position.

Results of Operations

     Three Months Ended March 31, 2008 and 2007

     Revenue

     Revenue increased approximately $1.5 million, or 2%, to $70.4 million for the three months ended March 31, 2008 from $68.9 million for the three months ended March 31, 2007. The increase in revenue was due to increases of $2.3 million in the Real Estate Services segment partially offset by a decline of $0.8 million in the Consumer Media segment. These changes by segment are explained in the segment information below.

     Cost of Revenue

     Cost of revenue increased approximately $1.7 million, or 13%, to $15.0 million for the three months ended March 31, 2008 from $13.3 million for the three months ended March 31, 2007. The increase was primarily due to higher book distribution costs in our Welcome Wagon® business caused by increases in material and shipping costs of $0.7 million, depreciation costs of $0.4 million primarily due to increased capital expenditures in our data center, and other increases of $0.6 million.

     Gross margin percentage decreased to 79% for the three months ended March 31, 2008 compared to 81% for the three

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months ended March 31, 2007. These decreased margins are primarily due to the increased costs described above and decreased revenues in the Consumer Media segment.

     Operating Expenses

     Sales and marketing. Sales and marketing expenses increased approximately $0.9 million, or 3%, to $28.3 million for the three months ended March 31, 2008 from $27.4 million for the three months ended March 31, 2007. The increase was primarily due to an increase in online distribution costs of $0.8 million and other cost increases of $0.1 million.

     Product and web site development. Product and web site development expenses decreased approximately $1.9 million, or 21%, to $6.9 million for the three months ended March 31, 2008 from $8.8 million for the three months ended March 31, 2007, primarily due to decreases in personnel related costs of $1.5 million and consulting costs of $0.6 million, partially offset by other cost increases of $0.2 million.

     General and administrative. General and administrative expenses increased approximately $3.9 million, or 19%, to $24.3 million for the three months ended March 31, 2008 from $20.4 million for the three months ended March 31, 2007. Approximately $2.1 million of the increase was due to one-time severance and other related costs related to the shutdown of nonstrategic business initiatives. The remaining increase was primarily due to a $1.4 million increase in personnel related costs, an increase of $0.8 million in legal fees primarily due to patent litigation, an increase of $0.5 million in consulting costs and an increase of $0.8 million in rent expense and moving costs associated with our new facility in Northern California and the relocation of our customer service center in Arizona. These increases were partially offset by a decrease in stock based compensation of $1.6 million primarily due to the modification of restricted stock units in the second quarter of 2007 partially offset by the impact of modifications to options for executive terminations and other cost decreases of $0.1 million.

     Amortization of intangible assets. Amortization of intangible assets was $514,000 for the three months ended March 31, 2008 compared to $498,000 for the three months ended March 31, 2008. The increase in amortization was primarily due to the acquisition of new intangible assets during 2007.

     Stock-based compensation and charges. The following chart summarizes the stock-based compensation and charges that have been included in the following captions for each of the periods presented (in thousands):

	Three Months Ended
	March 31,
	2008		2007
Cost of revenue	$	53	$	43
Sales and marketing		124		552
Product and web site development		185		275
General and administrative		3,123		4,664
Total from continuing operations		3,485		5,534
Total from discontinued operations		5		33
Total stock-based compensation and charges	$	3,490	$	5,567

     Stock-based compensation and charges decreased for the three months ended March 31, 2008 compared to the three months ended March 31, 2007 primarily due to a $2.5 million decrease in compensation cost associated with restricted stock units as there were costs recognized during the three months ended March 31, 2007 and no cost was recognized for the three months ended March 31, 2008. There was also an increase in the estimated forfeiture rate resulting in a $0.6 million cumulative decrease, partially offset by an increase due to the impact of modifications to options for executive terminations.

     Interest Income, Net

     Interest income, net, decreased $0.2 million to $2.1 million for the three months ended March 31, 2008 compared to $2.3 million for the three months ended March 31, 2008, primarily due to decreases in interest yields on short-term and long-term investments.

     Other Income, Net

     Other income, net, decreased $683,000 to $72,000 for the three months ended March 31, 2008, compared to $755,000 for the three months ended March 31, 2007. Approximately $395,000 of the decrease resulted from a change in the revaluation recorded for an embedded derivative liability resulting from the sale of convertible preferred stock in December 2005 and the remaining decrease was due to the sale of certain assets in the three months ended March 31, 2007.

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     Income Taxes

     As a result of historical net operating losses, we have generally not recorded a provision for income taxes. However, during the year ended December 31, 2006, we recorded certain indefinite lived intangible assets as a result of the purchase of Moving.com which creates a permanent difference as the amortization can be recorded for tax purposes but not for book purposes. A tax provision of $41,000 and $40,000 was recorded in the three months ended March 31, 2008 and 2007, respectively, as a result of this permanent difference which cannot be offset against net operating loss carryforwards due to its indefinite life. An additional $44,000 tax provision was recorded for the three months ended March 31, 2007 as a result of federal alternative minimum taxes incurred in the utilization of net operating losses against our taxable income for the period.

     At December 31, 2007, the Company had gross net operating loss carryforwards (“NOLs”) for federal and state income tax purposes of approximately $912.6 million and $402.4 million, respectively. The federal NOLs begin to expire in 2008. Approximately $21.1 million of the state NOLs expired in 2007 and the state NOLs will continue to expire in 2008. Gross net operating loss carry forwards for both federal and state tax purposes may be subject to an annual limitation under relevant tax laws. We have provided a full valuation allowance on our deferred tax assets, consisting primarily of net operating loss carryforwards, due to the likelihood that we may not generate sufficient taxable income during the carry-forward period to utilize the net operating loss carryforwards.

     Segment Information

     Segment information is presented in accordance with SFAS No. 131 “Disclosures about Segments of an Enterprise and Related Information.” This standard is based on a management approach, which requires segmentation based upon the Company’s internal organization and disclosure of revenue and operating expenses based upon internal accounting methods. The Company has two reportable business segments: Real Estate Services for those products and services offered to real estate industry professionals trying to reach consumers and manage their relationships with them and Consumer Media (formerly Move-Related Services) for those products and services offered to other advertisers who are trying to reach those consumers in the process of a move. This is consistent with the data that is made available to our management to assess performance and make decisions. In June 2007, the Company changed the name of its former Move-Related Services segment to Consumer Media.

     The expenses presented below for each of the business segments include an allocation of certain corporate expenses that are identifiable and benefit those segments and are allocated for internal management reporting purposes. The unallocated expenses are those corporate overhead expenses that are not directly attributable to a segment and include: corporate expenses, such as finance, legal, executive, internal business systems, and human resources; expenses associated with new business initiatives; amortization of intangible assets; litigation settlement charges; stock-based charges; impairment charges and acquisition and restructuring charges. There is no inter-segment revenue. Assets and liabilities are not fully allocated to segments for internal reporting purposes.

     Summarized information by segment, as excerpted from internal management reports, is as follows (in thousands):

	Three Months Ended
	March 31, 2008											March 31, 2007
	Real Estate		Consumer									Real Estate		Consumer
	Services		Media			Unallocated			Total			Services		Media			Unallocated			Total
Revenue	$	55,794	$	14,607		$	—		$	70,401		$	53,523	$	15,371		$	—		$	68,894
Cost of revenue		9,512		5,185			353			15,050			8,259		4,515			563			13,337
Gross profit (loss)		46,282		9,422			(353	)		55,351			45,264		10,856			(563	)		55,557
Sales and marketing		19,348		7,580			1,408			28,336			18,121		8,279			1,004			27,404
Product and web site development		5,764		468			671			6,903			6,727		1,535			513			8,775
General and administrative		9,624		3,536			11,137			24,297			7,187		3,738			9,461			20,386
Amortization of intangible assets		—		—			514			514			—		—			498			498
Total operating expenses		34,736		11,584			13,730			60,050			32,035		13,552			11,476			57,063
Income (loss) from continuing operations	$	11,546	$	(2,162	)	$	(14,083	)	$	(4,699	)	$	13,229	$	(2,696	)	$	(12,039	)	$	(1,506	)

     Real Estate Services

     Real Estate Services consists of products and services that promote and connect real estate professionals to consumers through our REALTOR.com®, New Homes and Rentals on Move.com^tm and SeniorHousingNet^tm .com web sites, in addition to our customer relationship management applications for REALTORS® offered through our TOP PRODUCER® business. Our revenue is derived from a variety of advertising and software services, including enhanced listings, company and property

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display advertising, customer relationship management applications and web site sales which we sell to those businesses interested in reaching our targeted audience or those professionals interested in being more effective in managing their contact with consumers.

     Real Estate Services revenue increased $2.3 million, or 4%, to $55.8 million for the three months ended March 31, 2008, compared to $53.5 million for the three months ended March 31, 2007. The revenue increase was primarily generated by an increase in our REALTOR.com® business driven by increased Enhanced Listing Product, partially offset by decreased Featured Products and Website revenue. Additionally, there was an increase in our Top Producer® product offerings for the newer Top Marketer and Top Website products, partially offset by decreased revenue in our 7i subscription product. These increases were partially offset by decreased revenue from our Rentals businesses. Real Estate Services revenue represented approximately 79% of total revenue for the three months ended March 31, 2008 compared to 78% for the three months ended March 31, 2007.

     Real Estate Services expenses increased $4.0 million, or 10%, to $44.3 million for the three months ended March 31, 2008, compared to $40.3 million for the three months ended March 31, 2007. There was a $2.4 million increase in general and administrative expenses due to a $2.1 million increase in one-time severance and other related costs related to the shutdown of nonstrategic business initiatives and a $0.3 million increase in bad debt expense. Cost of revenue increased $1.3 million primarily due to increased depreciation expense and personnel related costs. Sales and marketing costs increased $1.2 million primarily due to a $0.7 million increase in on-line distribution costs, a $0.4 million increase in personnel related costs and other increases of $0.1 million. These increases were partially offset by a $0.9 million decrease in product and web site developments costs primarily due to decreased consulting and personnel related costs.

     Real Estate Services generated operating income of $11.6 million for the three months ended March 31, 2008 compared to operating income of $13.2 million for the three months ended March 31, 2007, primarily due to the increased costs discussed above. We will continue to seek increased revenue through new product offerings and new market opportunities.

     Consumer Media

     Consumer Media consists of advertising products and lead generation tools including display, text-link and rich advertising positions, directory products, price quote tools and content sponsorships on Move.com^TM, Moving.com^TM, and other related sites which we sell to those businesses interested in reaching our targeted audience. In addition, it includes our Welcome Wagon® new-mover direct mail advertising products. As described in the Acquisitions and Disposals section, we sold our Homeplans business and, as a result, the operating results of this business have been reclassified as discontinued operations for all periods presented.

     Consumer Media revenue decreased $0.8 million, or 5%, to $14.6 million for the three months ended March 31, 2008 compared to $15.4 million for the three months ended March 31, 2007. The decrease was due to a decrease in our online advertising revenue. Consumer Media revenue represented approximately 21% of total revenue for the three months ended March 31, 2008 compared to 22% of total revenue for the three months ended March 31, 2007.

     Consumer Media expenses decreased $1.3 million, or 7%, to $16.8 million for the three months ended March 31, 2008, compared to $18.1 million for the three months ended March 31, 2007. The decrease was primarily due to a $1.1 million decrease in personnel related costs in product and web site development, a $0.7 million decrease in personnel related costs in sales and marketing, and a $0.3 million decrease in bad debt expense, partially offset by an increase of $0.7 million in material and shipping costs due to increased book distribution in our Welcome Wagon® business and other cost increases of $0.1 million.

     Consumer Media generated an operating loss of $2.2 million for the three months ended March 31, 2008 compared to an operating loss of $2.7 million for the three months ended March 31, 2007 primarily due to cost reduction efforts in our Welcome Wagon business. Current market conditions and the need to change our Welcome Wagon business model could negatively impact our operating results in this segment for the remainder of 2008.

     Unallocated

     Unallocated expenses increased $2.1 million, or 17%, to $14.1 million for the three months ended March 31, 2008 compared to $12.0 million for the three months ended March 31, 2007. The increase was primarily due to a $1.4 million increase in personnel related costs excluding stock based compensation, a $0.8 million increase in legal fees due to patent litigation costs, a $0.8 million increase in rent and moving costs associated with our new facility in Northern California and the relocation of our customer service center in Arizona and other cost increases of $0.2 million. These increases were partially offset by a $1.1 million decrease in stock based compensation primarily due to the deferral of cost recognition for restricted stock units.

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     Liquidity and Capital Resources

     Net cash provided by continuing operating activities of $5.2 million for the three months ended March 31, 2008 was attributable to the net loss from continuing operations of $2.6 million, offset by non-cash expenses including depreciation, amortization of intangible assets, provision for doubtful accounts, gains on sales of fixed assets, stock-based compensation and charges, change in market value of embedded derivative liability, and other non-cash items, aggregating to $7.4 million and by changes in operating assets and liabilities of $0.4 million.

     Net cash provided by continuing operating activities of $10.3 million for the three months ended March 31, 2007 was attributable to the net income from continuing operations of $1.5 million, plus non-cash expenses including depreciation, amortization of intangible assets, provision for doubtful accounts, gains on sales of fixed assets, stock-based compensation and charges, change in market value of embedded derivative liability, and other non-cash items, aggregating to $8.1 million and by changes in operating assets and liabilities of $0.7 million.

     Net cash used in investing activities of $24.8 million for the three months ended March 31, 2008 was primarily attributable to net purchases of investments of $21.3 million and purchases of property and equipment of $3.5 million. Net cash provided by investing activities of $1.2 million for the three months ended March 31, 2007 was primarily attributable to proceeds from the sale of marketable equity securities of $15.7 million, proceeds from the surrender of a life insurance policy of $5.2 million and proceeds from sales of property and equipment of $0.3 million, partially offset by $15.9 million in net purchases of investments and purchases of property and equipment of $4.1 million.

     Net cash provided by financing activities of $0.4 million for the three months ended March 31, 2008 was primarily attributable to proceeds from the exercise of stock options of $0.7 million and reductions in restricted cash of $0.2 million, partially offset by payments on capital lease obligations of $0.5 million. Net cash provided by financing activities of $2.9 million for the three months ended March 31, 2007 was primarily attributable to proceeds from the exercise of stock options of $2.5 million and reductions in restricted cash of $0.9 million, partially offset by payments on capital lease obligations of $0.5 million.

     We have generated positive operating cash flows in each of the last two years. We have stated our intention to invest in our products, our infrastructure, and in branding Move.com^TM although we have not determined the actual amount of those future expenditures. We have no material financial commitments other than those under capital and operating lease agreements and distribution and marketing agreements and our operating agreement with the NAR.

     As of March 31, 2008, our long-term investments included $121.2 million of high-grade (AAA rated) student loan auction rate securities issued by student loan funding organizations, which loans are 97% guaranteed under FFELP (Federal Family Education Loan Program). These auction rate securities (“ARS”) were intended to provide liquidity via an auction process that resets the interest rate, generally every 28 days, allowing investors to either roll over their holdings or sell them at par. All purchases of these auction rate securities were in compliance with our investment policy. The recent uncertainties in the credit markets have affected our holdings in ARS investments and auctions for the investments in these securities have failed to settle on their respective settlement dates. Consequently, the investments are not currently liquid and we will not be able to access these funds until a future auction of these investments is successful or a buyer is found outside of the auction process. Maturity dates for these ARS investments range from 2030 to 2047 with principal distributions occurring on certain securities prior to maturity. We do not have a need to access these funds for operational purposes for the foreseeable future. We currently have the ability and the intent to hold these ARS investments until maturity or until they can be sold in a market that facilitates orderly transactions. As of March 31, 2008, we reclassed $121.2 million of the ARS investment balance to Long-term Investments because of the inability to determine when our investments in ARS would become liquid. We have also modified our current investment strategy and increased our investments in more liquid money market and treasury bill investments. During the three months ended March 31, 2008, we determined that there was a decline in the fair value of our ARS investments of approximately $8.4 million which we deemed as temporary and included in other comprehensive income.

     The valuation of our investment portfolio is subject to uncertainties that are difficult to predict. Factors that may impact its valuation include changes in credit ratings of the securities as well as to the underlying assets supporting those securities, rates of default of the underlying assets, underlying collateral value, discount rates and ongoing strength and quality of market credit and liquidity.

     If the current market conditions deteriorate further, or the anticipated recovery in market values does not occur, we may be required to record additional unrealized losses in other comprehensive income (loss) in future quarters.

     On May 8, 2008, we entered into a revolving line of credit providing for borrowings of up to $64.8 million through May 7, 2009 with a major financial institution. The line of credit is secured by our ARS investment balances and outstanding borrowings will bear interest at the Federal Funds Rate plus 2.1% (4.1% as of May 8, 2008). The available borrowings may not exceed 50% of the par value of our ARS investment balances and could be limited further if the quoted market value of these securities drop below 70% of par value.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

     Market risk represents the risk of loss that may impact our financial position, results of operations or cash flows due to adverse changes in financial and commodity market prices and rates. We are exposed to market risk primarily in the area of changes in United States interest rates and conditions in the credit markets. We do not have any material foreign currency or other derivative financial instruments. Under our current policies, we do not use interest rate derivative instruments to manage exposure to interest rate changes. We attempt to increase the safety and preservation of our invested principal funds by limiting default risk, market risk and reinvestment risk. We mitigate default risk by investing in investment grade securities.

     As of March 31, 2008, our long-term investments included $121.2 million of high-grade (AAA rated) student loan auction rate securities issued by student loan funding organizations, which loans are 97% guaranteed under FFELP (Federal Family Education Loan Program). These ARS were intended to provide liquidity via an auction process that resets the interest rate, generally every 28 days, allowing investors to either roll over their holdings or sell them at par. All purchases of these auction rate securities were in compliance with our investment policy. The recent uncertainties in the credit markets have affected our holdings in ARS investments and auctions for the investments in these securities have failed to settle on their respective settlement dates. Consequently, the investments are not currently liquid and we will not be able to access these funds until a future auction of these investments is successful or a buyer is found outside of the auction process. Maturity dates for these ARS investments range from 2030 to 2047 with principal distributions occurring on certain securities prior to maturity. We do not have a need to access these funds for operational purposes for the foreseeable future. We currently have the ability and the intent to hold these ARS investments until maturity or until they can be sold in a market that facilitates orderly transactions. As of March 31, 2008, we reclassed $121.2 million of the ARS investment balance to Long-term Investments because of our inability to determine when our investments in ARS would become liquid. We have also modified our current investment strategy and increased our investments in more liquid money market and treasury bill investments. During the three months ended March 31, 2008, we determined that there was a decline in the fair value of our ARS investments of approximately $8.4 million which we deemed as temporary and included in other comprehensive income.

     The valuation of our investment portfolio is subject to uncertainties that are difficult to predict. Factors that may impact its valuation include changes in credit ratings of the securities as well as to the underlying assets supporting those securities, rates of default of the underlying assets, underlying collateral value, discount rates and ongoing strength and quality of market credit and liquidity.

     If the current market conditions deteriorate further, or the anticipated recovery in market values does not occur, we may be required to record additional unrealized losses in other comprehensive income (loss) in future quarters.

Item 4. Controls and Procedures

     As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

     There were no changes in our internal control over financial reporting during the period covered by this report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

     We are currently involved in certain legal proceedings, as discussed in Note 22, “Commitments and Contingencies- Legal Proceedings”, to our Consolidated Financial Statements contained in Item 8 in our Annual Report on Form 10-K for the year ended December 31, 2007 (“Annual Report”) and in Note 15, “Commitments and Contingencies,” to the Unaudited Condensed Consolidated Financial Statements contained in Item 1 of Part I of this Form 10-Q. As of the date of this Form 10-Q and except as disclosed in Note 22 to the Consolidated Financial Statements in our Annual Report and in Note 15 to the Unaudited Condensed Consolidated Financial Statements in this Form 10-Q, the Company is not a party to any other litigation or administrative proceedings that management believes will have a material adverse effect on the Company’s business, results of operations, financial condition or cash flows, and there have been no material developments in the litigation or administrative proceedings described in those notes.

Item 1A. Risk Factors

     You should consider carefully the risk factors below, and those presented in our Annual Report on Form 10-K for the year ended December 31, 2007, and other information included or incorporated by reference in this Form 10-Q. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we deem to be currently immaterial also may impair our business operations. If any of the stated risks actually occur, our business, financial condition and operating results could be materially adversely affected.

Risks Related to our Business

     Negative conditions in the global credit markets may impair the liquidity of a portion of our investment portfolio.

     As of March 31, 2008, our long-term investments included $121.2 million of high-grade (AAA rated) student loan auction rate securities issued by student loan funding organizations, which loans are 97% guaranteed under FFELP (Federal Family Education Loan Program). These auction rate securities (“ARS”) were intended to provide liquidity via an auction process that resets the interest rate, generally every 28 days, allowing investors to either roll over their holdings or sell them at par. All purchases of these auction rate securities were in compliance with our investment policy. The recent uncertainties in the credit markets have affected our holdings in ARS investments and auctions for the investments in these securities have failed to settle on their respective settlement dates. Consequently, the investments are not currently liquid and we will not be able to access these funds until a future auction of these investments is successful or a buyer is found outside of the auction process. Maturity dates for these ARS investments range from 2030 to 2047 with principal distributions occurring on certain securities prior to maturity. We do not have a need to access these funds for operational purposes for the foreseeable future. We currently have the ability and the intent to hold these ARS investments until maturity or until they can be sold in a market that facilitates orderly transactions. As of March 31, 2008, we reclassed $121.2 million of the ARS investment balance to Long-term Investments because of our inability to determine when our investments in ARS would become liquid. We have also modified our current investment strategy and increased our investments in more liquid money market and treasury bill investments. During the three months ended March 31, 2008, we determined that there was a decline in the fair value of our ARS investments of approximately $8.4 million which we deemed as temporary and included in other comprehensive income.

     The valuation of our investment portfolio is subject to uncertainties that are difficult to predict. Factors that may impact its valuation include changes in credit ratings of the securities as well as to the underlying assets supporting those securities, rates of default of the underlying assets, underlying collateral value, discount rates and ongoing strength and quality of market credit and liquidity.

     If the current market conditions deteriorate further, or the anticipated recovery in market values does not occur, we may be required to record additional unrealized losses in other comprehensive income (loss) in future quarters.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     None.

Item 3. Defaults Upon Senior Securities

     None.

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Item 4. Submission of Matters to a Vote of Security Holders

     None.

Item 5. Other Information

     Entry into Executive Retention and Severance Agreement with Named Executive Officer

     On May 6, 2008, the Company entered into an Executive Retention and Severance Agreement with Errol Samuelson, our Executive Vice President and President of Realtor.com® and Top Producer Systems Company. Pursuant to this agreement, upon a termination of Mr. Samuelson’s employment in connection with a change in control, termination by the Company without cause, resignation based on a diminution of responsibilities (i.e., a resignation for good reason) or termination by reason of his death or disability (each as defined in the agreement) (each a “Triggering Event”), Mr. Samuelson will receive an amount equal to his annual base salary and 50% of his target annual bonus for the fiscal year in which the termination occurs. If such Triggering Event occurs after June 30 of the applicable year, Mr. Samuelson may be entitled to additional bonus amounts if the Company’s financial targets for the full year have been met, pro rated for how many days he is employed by the Company during such year. The agreement also provides that upon a termination due to a Triggering Event, all outstanding and unvested stock options granted to Mr. Samuelson, including those described in his August 1, 2007 compensation letter, will become fully vested and remain exercisable for a period of 12 months following the later of his termination date or the end of any transition services period, and the Company will pay all of Mr. Samuelson’s COBRA premiums for equivalent medical insurance coverage for a period not to exceed the earlier of one year after termination or until he becomes eligible for coverage at a new employer.

     This disclosure is intended to satisfy Item 5.02(e) of Form 8-K.

     Entry into Credit Facility

     On May 8, 2008, the Company entered into a revolving credit facility with CitiGroup Global Markets Inc. (the “Credit Facility”) providing for borrowings of up to an aggregate principal amount of $64.8 million (the “Loan Maximum”) until May 7, 2009. The interest rate applicable to such borrowings will be a per annum variable rate based on the Open Federal Funds Rate plus 2.1%. No borrowings have been made under the Credit Facility to date.

     The Credit Facility is secured by a first priority lien and security interest in the Company’s ARS holdings which are held in a specified account with CitiGroup. The Credit Facility is governed by a loan agreement, dated as of May 8, 2008, containing customary representations and warranties of the Company, certain affirmative covenants and negative covenants relating to the pledged collateral and events of default (and related remedies, including acceleration and reduction of the Loan Maximum following an event of default). Under the loan agreement, the Company will and the lender may, in certain circumstances, cause the pledged collateral to be sold, with the proceeds of any such sale required to be applied in full immediately to repayment of amounts borrowed. If pledged collateral is sold or is removed from the account with CitiGroup, the Loan Maximum will be permanently reduced by 50% of the proceeds of the sale or 50% of the aggregate par value of the collateral removed, respectively.

     This disclosure is intended to satisfy Items 1.01 and 2.03 of Form 8-K.

Item 6. Exhibits

     Exhibits

10.1	Offer Letter dated July 2, 2003 between Homestore, Inc. and Errol Samuelson.
10.2	Compensation Letter dated August 1, 2007 from Move, Inc. to Errol Samuelson.
10.3	Executive Retention and Severance Agreement dated May 6, 2008 between Move, Inc. and Errol Samuelson.
10.4	Loan Agreement between Move, Inc. and Citigroup Global Markets Inc. dated as of May 8, 2008.
10.5	Letter Agreement with Allan Dalton dated February 26, 2008 with Exhibit A attached (Incorporated by reference to Exhibit 99.1 to our Current Report on Form 8-K filed March 4, 2008.)
10.6	General Release of Claims between Move, Inc. and Allan Dalton (Incorporated by reference to Exhibit 99.2 to our Current Report on Form 8-K filed March 4, 2008.)
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

25

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MOVE, INC.
By:	/s/ W. MICHAEL LONG
	W. Michael Long
	Chief Executive Officer

By:	/s/ LEWIS R. BELOTE, III
	Lewis R. Belote, III
	Chief Financial Officer

Date: May 9, 2008

26

EXHIBIT INDEX

Exhibit
Number	Description
10.1	Offer Letter dated July 2, 2003 between Homestore, Inc. and Errol Samuelson.
10.2	Compensation Letter dated August 1, 2007 from Move, Inc. to Errol Samuelson.
10.3	Executive Retention and Severance Agreement dated May 6, 2008 between Move, Inc. and Errol Samuelson.
10.4	Loan Agreement between Move, Inc. and Citigroup Global Markets Inc. dated as of May 8, 2008.
10.5	Letter Agreement with Allan Dalton dated February 26, 2008 with Exhibit A attached (Incorporated by reference to Exhibit 99.1 to our Current Report on Form 8-K filed March 4, 2008.)
10.6	General Release of Claims between Move, Inc. and Allan Dalton (Incorporated by reference to Exhibit 99.2 to our Current Report on Form 8-K filed March 4, 2008.)
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

27

EX-10.1

Exhibit 10.1

July 2, 2003

Errol Samuelson
West Fourth Ave., Suite
Vancouver, BC V6J 1M7
Canada

Dear Errol:

On behalf of Homestore, Inc., it is with great pleasure that I extend to you our offer of employment. The specifics of this offer are as follows: .

JOB TITLE:	Senior Vice President, Software Group
RESPONSIBILITIES:	Management of CFT, WyldFyre and Top Producer
START DATE:	August 11, 2003
SUPERVISOR:	Jack Dennison, Chief Operating Officer
ANNUAL SALARY:	$200,000 USD
STOCK OPTIONS:	150,000
BONUS	up to 50% of base salary
VACATION:	Three Weeks (15 days) per anniversary year
LOCATION:	Vancouver, British Columbia, Canada
EMPLOYMENT STATUS:	Exempt, Regular-Full Time Employee

If you accept this offer of employment, you will be scheduled for a new employee orientation session during your first month of employment to introduce you to Homestore, Inc.’s employee benefits and policies.

As a regular, full-time employee, you will be eligible for medical insurance and other fringe benefits. The effective date of your medical benefits will be the first of the month following date of employment. Further details will be discussed with and provided to you on your first day of employment.

You will be eligible to earn an annual target bonus in the amount of up to fifty percent (50%) of your base salary (prorated for 2003) based on the achievement of certain business and financial objectives that you and your supervisor mutually determine on good faith, in accordance with the company’s annual bonus plan.

Upon commencement of your employment and subject to Board of Directors approval, you will be granted 150,000 stock options in Homestore, Inc. The Board, at their next scheduled meeting following your date of hire, will set the option price at the fair market value. Your options will vest over four years at a rate of 25% of the shares on the first anniversary of your start date and monthly thereafter for the remaining 36 months. Options expire 10 years after the grant date or 90 days after termination, whichever comes earlier.

30700 Russell Ranch Road, Westlake Village, CA 91362 • 805-557-2300 • Fax 805-557-2688

Errol Samuelson
July, 2003
Page 2

On your first day of work, new hire documents will be completed to assure that there is no delay in the processing of your paycheck. In accordance with federal law, you will be required to provide documentation to Human Resources within 72 hours of your commencement of employment verifying your employment eligibility. Additionally, you will be required to sign Homestore’s Confidentiality Agreement and Code of Conduct Policy.

Regarding our severance practice for certain senior leaders, should your employment be terminated by the company for any reason other than “Cause” (definition attached) or voluntary termination, you will receive severance pay equal to six (6) months of your regular base salary.

This letter is not intended to be a contract, and unless expressly agreed otherwise in writing signed by the Chief Executive Officer and you, your employment is at-will. This means that you have the right to resign at any time with or without cause, with or without notice. Likewise, Homestore, Inc. retains the right to terminate your employment at any time with or without cause, with or without notice.

This offer is contingent upon receipt of satisfactory references, degree verification (as determined by Homestore’s Human Resources Department) and demonstration of your legal right to work in the United States.

We are very pleased to extend this offer to you. I join the rest of the Homestore, Inc. team in looking forward to working with you, and know that our success will be even greater with you aboard.

Please indicate your acceptance of this offer by faxing the signed offer letter to Kellie Canady, Human Resources Recruiting Coordinator, at (805) 557-2688. In addition, please bring the original signed offer letter with you on your first day of work. This offer is valid for 3 days from the date on the offer letter.

Sincerely,

/s/Jack Dennison

Jack Dennison
Chief Operating Officer

cc: Megan Best, Director of Human Resources

I have read and understand the terms of this offer and consent to all of the terms and provisions contained herein.

Name: /s/ Errol Samuelson   Date: August 5, 2003  

Congratulations! Now that you’ve accepted our offer, please provide the following confidential information so that we may enter your information into our HRIS & initiate your new-hire process. Welcome aboard!!

Date of Birth:

Social Security Number:

30700 Russell Ranch Road, Westlake Village, CA 91362 • 805-557-2300 • Fax 805-557-2688

CAUSE DEFINED

For purposes of this Agreement, “cause” for Executive’s termination will exist at any time after the happening of one or more of the following events:

(a)	a willful and continued failure or a refusal to comply in any material respect with the reasonable policies, standards or regulations of Company;
(b)	a good faith determination by Company’s Chief Executive Officer or the Chief Operating Officer that Executive’s performance is unsatisfactory after written notice and a thirty (30) day opportunity to cure;
(c)	a willful and continued failure or a refusal in any material respect, faithfully or diligently, to perform Executive’s duties determined by Company in accordance with this Agreement or the customary duties of Executive’s employment (whether due to ill health, disability or otherwise; provided however, that Executive shall be entitled to any benefits or reasonable accommodation required by law);
(d)	unprofessional, unethical or fraudulent conduct or conduct that materially discredits Company or is materially detrimental to the reputation, character or standing of Company;
(e)	dishonest conduct or a deliberate attempt to do an injury to Company;
(f)	Executive’s material breach of a term of this Agreement or the Employee Invention Assignment, Code of Conduct and Confidentiality Agreement, including, without limitation, Executive’s theft of Company’s proprietary information;
(g)	Executive’s extended absence from work without an approved leave;
(h)	Executive’s death; or
(i)	a conviction of the Executive for any crime constituting a felony in the jurisdiction in which committed.

EX-10.2

Exhibit 10.2

August 1, 2007

Errol Samuelson
Box
4th Ave RPO
Vancouver BC V6K4R8

Dear Errol:

     On behalf of Move, Inc. (the “Company”), it is with great pleasure that I provide this letter to you confirming the terms of your current compensation arrangement with the Company. To the extent provided herein, this letter supersedes the terms of your offer letter dated July 2, 2003, executed by you and the Company when you were rehired by Move as an employee (the “Offer Letter”). However, except as specifically set forth in this letter, the terms of the Offer Letter are in full force and effect.

JOB TITLE:	Executive Vice President and President of Realtor.com® and Top Producer®, effective as of February 22, 2007
SUPERVISOR:	Lorna Borenstein, Move, Inc. President
ANNUAL SALARY:	$325,000, effective as of February 22, 2007
BONUS:	Performance bonus of up to 100% of your annual salary at target, with the ability to earn up to 200% for performance in excess of target (see below)
STOCK OPTIONS:	600,000 stock options granted pursuant to the Certificate of Stock Option Grant, dated June 14, 2007
RESTRICTED STOCK UNITS (“RSUs”):	400,000 RSUs (see below)
VACATION:	Four Weeks (20 days) per anniversary year
LOCATION:	Richmond, British Columbia and Westlake Village, California (or such other corporate headquarters)
EMPLOYMENT STATUS:	Exempt, Regular-Full Time Employee
SEVERANCE:	Twelve months pursuant to the terms of the attached Executive Retention and Severance Agreement (upon execution of the agreement)

     The Company’s Management, Development and Compensation Committee has awarded you 400,000 performance-based restricted stock units. Under the terms of the award, you may earn up to 200,000 units of the Company’s common stock for each of the fiscal years ending December 31, 2008 and December 31, 2009, respectively, based on the attainment of certain performance goals relating to the Company’s revenues and EBITDA for each such year. The

30700 Russell Ranch Road, Westlake Village, CA 91362 • 805-557-2300 • Fax 805-557-2688

terms of such awards shall be memorialized by, and subject to the terms set forth in, award agreements which shall be similar to the terms provided to the other executives of the Company regarding the award of such performance based stock units.

     You will be entitled to participate in the Company’s 2007 executive bonus plan, as adopted in the Company’s sole discretion, with potential to earn up to 100% of your annual base salary if your performance targets are met, and if you significantly exceed your performance objectives you may receive a bonus in excess of your target bonus, up to a maximum of 200% of your annual base salary.

     As with the Offer Letter, this letter is not intended to be an employment contract and, unless expressly agreed otherwise in writing signed by the President of the Company and you, your employment is at-will. This means that you have the right to resign at any time with or without cause, with or without notice. Likewise, Move, Inc. retains the right to terminate your employment at any time with or without notice, with or without cause.

     If you have any questions regarding the foregoing, please do not hesitate to contact me.

Sincerely,

/s/ Mike                    
Mike Long
Chief Executive Officer

JOB CODE:           

Enclosures

2

EX-10.3

Exhibit 10.3

Executive Retention and Severance Agreement

This Executive Retention and Severance Agreement (the “Agreement”) is made and entered into as of May 6, 2008 (the “Effective Date"), by and between Move, Inc. and Errol Samuelson (the "Executive”). Capitalized terms used in this Agreement shall have the meanings set forth in Section 4, below.

1. Purpose. The purpose of this Agreement is (i) to encourage Executive to remain in the employ of the Company (as defined in Section 4.3) and to continue to devote Executive’s full attention to the success of the Company and (ii) to provide specified benefits to Executive in the event of a Termination Upon Change of Control or a Termination in Absence of Change of Control, as such terms are defined in Section 4 of this Agreement.

2. Termination Upon Change of Control. In the event of Executive’s Termination Upon a Change of Control, provided that Executive complies with Section 5.2 below and provides the transition services that the Company may request as described in Section 5.3 below, Executive shall receive the following payments and benefits:

     2.1 Accrued Salary and Vacation, and Benefits. Executive shall receive all salary and accrued vacation (less applicable withholding) earned through the conclusion of the transition period (or termination date if there is no transition period requested by the Company), and the benefits, if any, under Company benefit plans to which Executive may be entitled pursuant to the terms of such plans. In addition, the Company shall pay 100% of the Executive’s COBRA premiums for the same or reasonably equivalent medical coverage he had on the date of his termination for a period not to exceed the earlier of one (1) year following termination or until Executive becomes eligible for medical insurance coverage at a new employer.

     2.2 Cash Severance Payment. Executive shall receive a lump sum payment in an amount equal to twelve (12) months of Executive’s base salary (less applicable withholding), paid within five (5) business days after the conclusion of the transition period (or after the termination date if there is no transition period requested by the Company).

     2.3 Stock Award Acceleration. Immediately prior to the effective date of the Change of Control, 100% of all outstanding stock options granted and restricted stock issued by the Company to Executive prior to the date of this Agreement, including the options described in the letter from W. Michael Long dated August 1, 2007 (the “Letter”), (collectively the “Outstanding Options”), shall vest. In addition, all Outstanding Options, including the accelerated options described above, shall be exercisable by Executive for a period of one year following the end of such transition period (if any) or one (1) year following termination if the Company requests no transition period.

     2.4 Cash Bonus Payment. Executive shall receive a payment in an amount (the “Minimum Bonus Payment”) equal to fifty percent (50%) of Executive’s “Target Bonus” for the year in which Executive’s termination date occurs. In addition, if Executive’s termination date occurs in the second half of the year (i.e., after June 30th), and all financial performance criteria established in Executive’s bonus plan are achieved by the Company for the full year in which Executive’s termination date occurs, then the Company will pay Executive an additional amount

(the “Contingent Bonus Payment”) equal to (i) a pro rata portion of Executive’s Target Bonus prorated based on the number of days Executive is employed by the Company during such year, less (ii) the Minimum Bonus Payment. “Target Bonus” means the total bonus amount Executive would be entitled to receive for the entire year assuming achievement of 100% of the financial and non-financial objectives established in Executive’s bonus plan (but not including any additional bonus amount payable for over achievement of objectives). The Minimum Bonus Payment shall be paid in a lump sum within five (5) business days after the conclusion of the transition period (or after the termination date if there is no transition period requested by the Company) without regard to the actual satisfaction of any performance criteria. The Contingent Bonus Payment, if any, shall be paid in a lump sum within ninety (90) days after the end of the year in which Executive’s termination date occurs. Payments under this section shall be less applicable withholding.

3. Termination in Absence of Change of Control. In the event of Executive’s Termination in Absence of a Change of Control, provided that Executive complies with Section 5.2 below and performs the transition services that the Company may request as described in Section 5.3 below, Executive shall receive the following payments and benefits:

     3.1 Basic Severance Compensation. Executive shall receive all salary and accrued vacation (less applicable withholding) earned through the conclusion of the transition period (or termination date if there is no transition period requested by the Company), and the benefits, if any, under Company benefit plans to which Executive may be entitled pursuant to the terms of such plans. In addition, the Company shall pay 100% of the Executive’s COBRA premiums for the same or reasonably equivalent medical coverage he had on the date of his termination for a period not to exceed the earlier of one (1) year following termination or until Executive becomes eligible for medical insurance coverage at a new employer.

     3.2 Cash Severance Payment. Executive shall receive a lump sum payment in an amount equal to twelve (12) months of Executive’s base salary (less applicable withholding), paid within five (5) business days after the conclusion of the transition period (or termination date if there is no transition period requested by the Company.)

     3.3 Stock Award Acceleration. Upon Executive’s termination date, 100% of all outstanding stock options granted and restricted stock issued by the Company to Executive prior to the date of this Agreement, including the options described in the letter from W. Michael Long dated August 1, 2007 (the “Letter”), (collectively the “Outstanding Options”), shall vest. In addition, all Outstanding Options, including the accelerated options described above, shall be exercisable by Executive for a period of one (1) year following the end of such transition period (if any) or one year following termination if the Company requests no transition period.

     3.4 Cash Bonus Payment. Executive shall receive a payment in an amount (the “Minimum Bonus Payment”) equal to fifty percent (50%) of Executive’s “Target Bonus” for the year in which Executive’s termination date occurs. In addition, if Executive’s termination date occurs in the second half of the year (i.e., after June 30th), and all financial performance criteria established in Executive’s bonus plan are achieved by the Company for the full year in which Executive’s termination date occurs, then the Company will pay Executive an additional amount

(the “Contingent Bonus Payment”) equal to (i) a pro rata portion of Executive’s Target Bonus prorated based on the number of days Executive is employed by the Company during such year, less (ii) the Minimum Bonus Payment. “Target Bonus” means the total bonus amount Executive would be entitled to receive for the entire year assuming achievement of 100% of the financial and non-financial objectives established in Executive’s bonus plan (but not including any additional bonus amount payable for over achievement of objectives). The Minimum Bonus Payment shall be paid in a lump sum within five (5) business days after the conclusion of the transition period (or after the termination date if there is no transition period requested by the Company) without regard to the actual satisfaction of any performance criteria. The Contingent Bonus Payment, if any, shall be paid in a lump sum within ninety (90) days after the end of the year in which Executive’s termination date occurs. Payments under this section shall be less applicable withholding.

4. Definitions. Capitalized terms used, but not previously defined, in this Agreement shall have the meanings set forth in this Section 4.

     4.1 “Cause” means (a) your willful and continued failure to perform substantially your duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness, and specifically excluding any failure by you, after reasonable efforts, to meet performance expectations), for thirty (30) days after a written demand for substantial performance is delivered to you by the President or Chief Executive Officer of Move which specifically identifies the manner in which the President or Chief Executive Officer believes that you have not substantially performed your duties, or (b) your willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes of this provision, no act or failure to act, on the part of you, shall be considered “willful” unless it is done, or omitted to be done, by you in bad faith without reasonable belief that your action or omission was in the best interests of the Company.

     4.2 “Change of Control” means (a) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a trustee or other fiduciary holding securities of the Company under an employee benefit plan of the Company, that becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of (A) the outstanding shares of common stock of the Company or (B) the combined voting power of the Company’s then-outstanding securities; (b) the Company is party to a merger or consolidation, or series of related transactions, which results in the voting securities of the Company outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving or another entity) at least fifty (50%) percent of the combined voting power of the voting securities of the Company or such surviving or other entity outstanding immediately after such merger or consolidation; (c) the sale or disposition of all or substantially all of the Company’s assets (or consummation of any transaction, or series of related transactions, having similar effect), unless at least fifty (50%) percent of the combined voting power of the voting securities of the entity acquiring those assets is held by persons who held the voting securities of the Company immediately prior to such transaction or series of transactions; (d) there occurs a change in the composition of the Board of Directors of the Company within a two-year period, as a result of

which fewer than a majority of the directors are Incumbent Directors; (e) the dissolution or liquidation of the Company, unless after such liquidation or dissolution all or substantially all of the assets of the Company are held in an entity at least fifty (50%) percent of the combined voting power of the voting securities of which is held by persons who held the voting securities of the Company immediately prior to such liquidation or dissolution; or (f) any transaction or series of related transactions that has the substantial effect of any one or more of the foregoing.

     4.3 “Company” means Move, Inc., any successor thereto and, following a Change of Control, any successor or owner of substantially all the business and/or assets of Move, Inc.

     4.4 “Diminution of Responsibilities” means the occurrence of any of the following conditions, without Executive’s consent and which condition is not cured by the Company within ten (10) days after notice by Executive specifying the condition: (a) a reduction by the Company of Executive’s duties, responsibilities, authority or reporting relationship such that Executive no longer serves in a substantive, senior executive role for the Company comparable in stature to Executive’s current role, or no longer reports to the President of the Company; (b) a reduction in Executive’s base salary or the percentage of his base salary on which his target bonus is based, provided that a reduction in base salary that is the result of a general reduction in salary in an amount similar to reductions for other similarly situated Company executives shall not constitute a “Diminution of Responsibilities”; (c) a material reduction in benefits (other than future option grants), provided that a reduction in benefits that is the result of a general reduction in benefits in an amount similar to reductions for other similarly situated Company employees shall not constitute a “Diminution of Responsibilities”; (d) the Company’s requiring Executive to be based at any office or location more than 50 miles from the Company’s offices in Richmond, British Columbia or its headquarters in Westlake Village, California; or (e) a material breach by the Company of the terms of this Agreement or the Letter to you.

     4.5 “Disability” means the inability to engage in the performance of Executive’s duties by reason of a physical or mental impairment which constitutes a permanent and total disability in the opinion of a qualified physician.

     4.6 “Incumbent Director” means a director who (1) is a director of the Company as of the Effective Date, (2) is elected, or nominated for election, to the Board of Directors of the Company with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, or (3) was not elected or nominated in connection with an actual or threatened proxy contest relating to the election of directors to the Company.

     4.7 “Termination in Absence of Change of Control” means:

a) any termination of employment of Executive by the Company without Cause (i) that occurs prior to the date that the Company first publicly announces it has entered into a definitive agreement or that the Company’s Board of Directors has endorsed a tender offer for the Company’s stock that in either case if consummated would result in a Change of Control (even though consummation is subject to approval or requisite tender by the Company’s stockholders and other conditions and contingencies), (ii) that occurs after the Company announces that

any definitive agreement or tender offer referred to in clause (i) has been terminated and before it announces it has entered into another such definitive agreement or the Board of Directors has endorsed another tender offer, or (iii) that occurs more than twelve (12) months following the consummation of any transaction or series of related transactions that result in a Change of Control; or

(b) any resignation by Executive based on a Diminution of Responsibilities that occurs within one-hundred and twenty (120) days following the occurrence of one of the conditions that constitutes a Diminution of Responsibilities, but only where such Diminution of Responsibilities occurs: (i) prior to the date that the Company first publicly announces it has entered into a definitive agreement or that the Company’s Board of Directors has endorsed a tender offer for the Company’s stock that if consummated would result in a Change of Control (even though consummation is subject to approval or requisite tender by the Company’s stockholders and other conditions and contingencies), (ii) after the Company announces that any definitive agreement or tender offer referred to in clause (i) has been terminated and before it announces it has entered into another such definitive agreement or the Board of Directors has endorsed another tender offer, or (iii) more than twelve (12) months following the consummation of any transaction or series of related transactions that result in a Change of Control.

     Notwithstanding anything to the contrary herein, the term Termination in Absence of Change of Control shall not include termination of the employment of Executive (1) by the Company for Cause; (2) as a result of the voluntary termination of employment by Executive for reasons other than a Diminution of Responsibilities; or (3) that is a Termination Upon a Change of Control.

     4.8 “Termination Upon Change of Control” means:

(a) any termination of the employment of Executive by the Company without Cause during the period commencing on or after the date that the Company first publicly announces that it has signed a definitive agreement or that the Company’s Board of Directors has endorsed a tender offer for the Company’s stock that in either case when consummated would result in a Change of Control (even though consummation is subject to approval or requisite tender by the Company’s stockholders and other conditions and contingencies) and ending at the earlier of the date on which the Company publicly announces that such definitive agreement or tender offer has been terminated without a Change of Control or on the date which is twelve (12) months following the consummation of any transaction or series of transactions that results in a Change of Control; or

(b) any resignation by Executive based on a Diminution of Responsibilities where (i) such Diminution of Responsibilities occurs during the period commencing on or after the date that the Company first publicly announces that it has signed a definitive agreement that when consummated would result in a Change of Control (even though consummation is subject to approval or requisite

tender by the Company’s stockholders and other conditions and contingencies) and ending on the date which is twelve (12) months following the consummation of the transaction or series of transactions that results in the Change of Control, and (ii) such resignation occurs within one-hundred and twenty (120) days following such Diminution of Responsibilities.

     Notwithstanding anything to the contrary herein, the term Termination Upon Change of Control shall not include any termination of the employment of Executive (1) by the Company for Cause; (2) as a result of the voluntary termination of employment by Executive for reasons other than a Diminution of Responsibilities; or (3) that is a Termination in Absence of Change of Control.

5. No Other Benefits; Release; Transition Period; Termination Under Other Circumstances.

     5.1 No Other Benefits Payable. Executive shall be entitled to no other compensation, benefits, or other payments from the Company as a result of any termination of employment.

     5.2 Release of Claims. The Company may condition payment of the cash severance and accelerated vesting of stock awards in Sections 2 or 3 of this Agreement upon the delivery by Executive of a signed mutual release of known and unknown claims related to Executive’s employment in a form satisfactory to the Company.

     5.3 Transition Period. In the event of Executive’s Termination Upon a Change of Control or Termination in Absence of a Change of Control, the Company shall have the right exercisable by notice to Executive given at any time prior to ten (10) days after the effective date of such termination to request that Executive remain employed by the Company for such period following such termination as the Company may elect, but in no event longer than one hundred eighty (180) days following the effective date of such termination. If Executive agrees to such transition period (by giving notice to the Company within five (5) days after the Company’s notice to Executive), then during such period Executive shall remain a full time employee of the Company at the rate of compensation and with the same benefits as in effect on the date of his termination, shall perform such duties consistent with his prior responsibilities as the Company shall reasonably request, including services designed to transition his duties and responsibilities to one or more replacements, and at the conclusion of the transition period shall receive the benefits provided in Section 2 or 3 above as the case may be. If the Company requests a transition period as provided above and Executive does not agree to it, Executive shall receive the benefit of Section 2.1 or 3.1 (computed through the date of termination), as the case may be, but shall not receive the benefit of the other provisions of this Agreement. The Company need not request a transition period, in which case Executive shall receive the benefit of Section 2 or Section 3, as the case may be, and the other provisions of this Agreement based on the date of actual termination. The Company shall have the right at any time to terminate Executive during the transition period, in which case Executive shall be entitled to the benefits of Section 2 or Section 3, as the case may be. Executive shall have the right to terminate his employment at any time during the transition period, but if Executive shall fail or refuse to complete the transition period, other than as a result of death or Disability, then Executive shall not be entitled to the benefit of Section 2 or Section 3 (except Section 2.1 or 3.1 through the date such services cease).

In the case of Executive’s death or Disability during the transition period, he shall be deemed to have completed the transition period service for the full period requested.

     5.4 Termination Under Other Circumstances. In the event of Executive’s termination for Cause, or any resignation by Executive that does not constitute a Termination Upon a Change of Control or a Termination in Absence of Change of Control, the Company’s sole financial obligations to Executive shall be to pay to Executive all salary and accrued vacation (less applicable withholding) earned through the effective date of Executive’s termination or resignation, to honor Executive’s vested options and restricted stock (if any), and to provide the benefits, if any, under the Company’s benefit plans to which Executive may be entitled pursuant to the terms of such plans. In the event of a termination of Executive’s employment (1) by the Company as a result of the Disability of Executive or (2) as a result of the death of Executive, Executive (or Executive’s estate) shall be entitled to the benefits of Section 3.

6. Agreement Not to Solicit. If Company performs its obligations to deliver the severance payments and benefits set forth in Sections 2 or 3 of this Agreement, then for a period of one (1) year after Executive’s termination of employment, Executive will not solicit or seek to induce any employee, distributor, vendor, representative or customer of the Company to discontinue that person’s or entity’s relationship with or to the Company.

7. Arbitration. Any claim, dispute or controversy arising out of this Agreement, the interpretation, validity or enforceability of this Agreement or the alleged breach thereof shall be submitted by the parties to binding arbitration by the American Arbitration Association. The site of the arbitration proceeding shall be in Los Angeles County, California, or another location mutually agreed to by the parties.

8. Conflict in Benefits.

     8.1 Effect of Agreement. This Agreement, together with the Letter, a copy of which is attached hereto and incorporated herein by reference, the option agreements by which the option grants referred to in the Letter are evidenced, option agreements relating to option grants issued prior to the date of this Agreement, and the confidentiality and invention assignment agreement executed by you, shall supersede all prior arrangements, whether written or oral, and understandings regarding Executive’s employment with the Company and shall be the exclusive agreement for the determination of any compensation due to Executive from Company as a result of Executive’s employment with Company. In the event of any conflict in these various documents, the provisions of this agreement shall control the others and the Letter shall control the option agreements.

9. Miscellaneous.

     9.1 Successors of the Company. The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or

assignment had taken place. In the event of a Change in Control in which the options granted by the Company to Executive cannot be assumed by the successor or assign, Company shall give Executive reasonable advanced notice of such Change in Control, all options granted by the Company to Executive shall vest and become exercisable prior to such Change in Control, and Company shall allow Executive a reasonable opportunity to exercise such options prior to such Change in Control.

     9.2 Modification of Agreement. This Agreement and the Letter referred to in Section 8.1 above may be modified, amended or superseded only by a written agreement signed by Executive and the Company’s President, Chief Executive Officer, or an authorized member of the Board of Directors of the Company.

     9.3 Governing Law. This Agreement shall be interpreted in accordance with and governed by the laws of the State of California.

     9.4 No Employment Agreement. Executive acknowledges and understands that his employment with the Company is at-will and can be terminated by either party for no reason or for any reason not otherwise specifically prohibited by law. Nothing in this Agreement is intended to alter Executive’s at-will employment status or obligate the Company to continue to employ Executive for any specific period of time, or in any specific role or geographic location.

EXECUTIVE	MOVE, INC.
/s/ Errol Samuelson	By: /s/ W. Michael Long
Errol Samuelson	Name: Mike Long
	Title: CEO

EX-10.4

Exhibit 10.4

Loan Agreement

     This Loan Agreement (“Agreement”), dated as of May 8, 2008, is made between Citigroup Global Markets Inc. (“Smith Barney” or “SB”) and MOVE INC. (“Client”), to set forth the terms and conditions that will govern one or more extensions of credit (each, an “Advance”) by SB to the Client.

1.) Advances.

a.)	Subject to the terms and conditions of this Agreement, SB agrees to make one or more Advances to the Client in an aggregate principal amount which shall not exceed $64,800,000 (as the same may be reduced pursuant to Section 4 and Section 6(b)(i), the “Loan Maximum”) at any time outstanding. All Advances will comply with the provisions of Regulation T and other rules and regulations applicable to margin loans. SB will not under any circumstances be required to extend credit to the Client unless the Collateral (as hereafter defined) that secures the Client’s obligation to repay each Advance (and accrued interest, if any) is acceptable to SB. SB hereby acknowledges and agrees that the auction rate securities held as of the date hereof by Client in Client’s Smith Barney Account number 373-90876 (the “Account”) shall at all times constitute acceptable collateral.
b.)	The Client may obtain an Advance by: (i) requesting SB to wire transfer Federal funds in the amount of the Advance to a bank account in the Client’s name, (ii) requesting SB to issue a check payable to the Client in the amount of the Advance, or (iii) by any other method agreed upon by SB and the Client.
c.)	Subject to the terms and conditions of this Agreement, during the period from the date hereof to but excluding the Maturity Date (as defined below), the Client may borrow, repay and reborrow Advances hereunder.

2.) Interest. SB shall charge the Client interest at the per annum variable rate of Open Federal Funds Rate plus 2.1% (the “Interest Rate”) on the aggregate principal amount of Advances outstanding, if any. Such interest shall be computed in the same manner as that set forth for securities margin accounts in the pamphlet prepared by SB entitled “Important New Account Information” (hereafter referred to as “New Account Document”) under the heading “Credit Terms”, which may be amended from time to time and which amendment shall become binding upon written notice to the Client (but such amendments shall not change the Interest Rate). The Client hereby acknowledges receipt of the New Account Document. Interest shall be payable monthly on the 21^st day of each month (or, if the 21^st is not a business day, on the next business day). If (i) a sufficient amount of cash or money market fund shares is not available in the

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	Account to pay the monthly interest amount, or if the Client elects not to make interest payments from the Account, and (ii) sufficient Collateral acceptable to SB is in SB’s possession in the Account, the interest due shall be added to the Client’s outstanding principal balance hereunder and thereafter interest shall accrue on such amount until the Client’s outstanding balance on all Advances has been repaid in full, whether before or after demand or termination of this Agreement. The Client understands that by adding interest to the outstanding principal balance of Client’s Advances, the amount of additional Advances the Client may obtain shall be proportionately reduced. In no event shall the total interest and fees charged under this Agreement exceed the maximum interest rate or total fees permitted by law. In the event any excess interest or fees are collected, the same shall be refunded or credited to the Client.
3.)	Repayment. The Client agrees to pay on May 7, 2009 (“Maturity Date”) any balance outstanding with respect to all Advances, including any accrued interest and fees, as well as any costs of collection and reasonable attorneys’ fees and costs. The total amount owed by the Client described in the preceding sentence is hereafter referred to in this Agreement as the “Loan Obligation”. The Client may prepay the Loan Obligation in whole or in part without penalty at any time prior to the Maturity Date.
4.)	Collateral. As continuing security for the Loan Obligation, the Client hereby assigns, grants and conveys to SB a first priority lien and security interest in all cash, stocks, bonds, and other securities and instruments now or hereafter in the Account, and all dividends, interest and proceeds of such property, and any property substituted by the Client in accordance with this Agreement (collectively, the “Collateral”). Client may, with SB’s approval and upon such terms and conditions prescribed by SB, provide additional or substitute securities or other property for all or part of the Collateral. Client may remove Collateral from the Account provided that (i) no default exists and no Shortfall will exist upon such removal and (ii) the Loan Maximum shall be permanently reduced by 50% of the aggregate par value of the Collateral removed. Any such Collateral removed from the Account shall no longer constitute “Collateral” and shall be free and clear of the lien and security interest of SB hereunder. The Client agrees to take any action reasonably requested by SB to maintain and preserve SB’s first priority lien and security interest in the Collateral.
5.)	Conditions Precedent.

a.) The effectiveness of this Agreement and SB’s obligation to make the initial Advance hereunder shall be subject to the prior satisfaction of the following conditions:

i. SB shall have received this Agreement, duly executed and delivered by all parties thereto;

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ii. SB shall have received from Client SB’s form of legal entity authorizing resolutions for corporations, completed and executed by Client.

b.) SB’s obligation to make any Advance hereunder shall be subject to the prior satisfaction of the following conditions:

i.	the representations and warranties of Client contained in Section 6 shall be true and correct in all material respects on and as of the date of such Advance immediately prior to and after giving effect to such Advance;
ii.	no default of this Agreement shall exist or would result from such Advance; and
iii.	after giving effect to such Advance, no Shortfall shall exist and the Loan Obligation shall not exceed the Loan Maximum.

6.) Representations, Warranties and Covenants.

a.) Client represents and warrants to SB that:

i.	it is duly organized and validly existing under the law of its jurisdiction of establishment, has full authority to enter into this Agreement and to perform its obligations hereunder, and that this Agreement complies with all laws, rules and regulations applicable to it;
ii.	as of the date of this Agreement, Client is not in default under any agreement to which it is a party or by which its assets are bound involving a liability in excess of $10,000,000, not connected with this indebtedness;
iii.	the Collateral is not subject to any lien, encumbrance or impediment to transfer (other than (x) SB’s lien and security interest and (y) liens securing taxes, assessments and other charges or levies imposed by any governmental authority which are not yet due and payable or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established on the books of the Client in accordance with generally accepted accounting principals);
iv.	while any Advance (and accrued interest, if any) is outstanding, it will not pledge the Collateral or grant a security interest in the Collateral to a third party, or permit the Collateral to be sold, transferred or become subject to any lien or encumbrance other than as provided in this Agreement; and

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v. the Client will be deemed to repeat these representations each time an Advance is obtained hereunder.

b.) Client covenants and agrees with SB as follows, from the date hereof until the Loan Obligation has been indefeasibly paid in full and SB has no obligation to make further Advances:

i.	unless otherwise directed by SB, Client will offer for sale at par pursuant to an ongoing sell order each auction rate security constituting Collateral at each applicable auction on an applicable interest reset date for such security; Client authorizes SB to effect such offers and sales at par on Client’s behalf; Client further agrees that all proceeds of any such sales shall be applied by SB immediately to repayment of the then outstanding Loan Obligation and that the Loan Maximum shall be permanently reduced in the amount equal to 50% of the amount of such proceeds;
ii.	During any period that the Client (A) is not subject to any legal requirement obligating the Client to file its annual and quarterly financial statements on a public basis with the Securities and Exchange Commission or (B) Client is obligated to make such filings but fails to do so in compliance with applicable laws, rules and regulations, Client shall deliver to SB quarterly unaudited consolidated and consolidating financial statements within 60 days of the end of each calendar quarter and annual audited consolidated financial statements within 120 days after each December 31;
iii.	upon the Client or any of its executive officers or directors obtaining knowledge thereof, Client shall notify SB promptly, and in no event later than five (5) business days thereafter, of the occurrence of any default, or event which, with the giving of notice or the passage of time, or both, would constitute a default, under this Agreement.

7.) No Set-off or Withholding; Taxes. All payments by the Client to SB hereunder shall be made to SB in full without condition or reduction for any counterclaim, defense, recoupment or setoff and free and clear of and exempt from, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties or charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof (“Taxes”). If the Client shall be required by any law to deduct or withhold for any taxes (other than taxes imposed on SB’s income, and franchise taxes imposed on SB, by the jurisdiction under the laws of which SB is organized or any political subdivision thereof (“Excluded Taxes”)) from any such payments, the Client shall increase the amount of such payment by an amount such that SB receives an amount equal to the sum it would have received had no such deduction or withholding been made. In addition, the Client will indemnify SB for the full amount of any Taxes other than Excluded Taxes and any liability resulting therefrom regardless of whether such Taxes were correctly or legally imposed.

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8.) Default; Remedies.

a.) Any of the following events that occurs while any Advance (and accrued interest, if any) is outstanding will be considered a “default” by the Client under this Agreement:

i.	any representation or warranty hereunder by the Client shall prove to have been incorrect in any material respect when made;
ii.	the Client fails to pay the Loan Obligation on the Maturity Date;
iii.	(A) the par value of the Collateral is less than 200% (50% par loan-to-value) of the sum of the Advances outstanding (and accrued interest, if any) at the end of any business day, or (B) the Market Value of the Collateral is less than 142.86 percent (30% market value maintenance, or any higher minimum maintenance amount promulgated by FINRA or the NYSE) of the Loan Obligation outstanding at the end any business day (either (A) or (B) a “Shortfall”) and Client fails to eliminate the Shortfall by the end of the fourth business day thereafter by depositing additional cash and/or securities acceptable to SB in the Account or by repaying outstanding Advances; as used in this Agreement, “Market Value” means, at any time, the latest market closing price of any security traded in a nationally recognized market, which may include any nationally recognized secondary market that develops for auction rate securities, and in the absence of such a market, the market value determined by SB in good faith (which may include without limitation information consisting of relevant market data supplied by third parties in respect of sales of auction rate securities such as rates, prices and volume or other relevant data, or such information from internal sources as may be used by SB to value auction rate securities (not including non-public information regarding the issuer or borrower in respect of the security in question); for purposes of this Agreement, a business day is any day on which the regular trading session on the New York Stock Exchange is open;
iv.	the Client fails to perform any of its other obligations hereunder and such failure is not remedied by the Client within five (5) business days after receipt of written notice from SB of such failure;
v.	a liquidator, receiver or trustee is appointed with respect to all or substantially all of the Client’s assets, or a bankruptcy petition is

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	filed by or against the Client, and in the case of a petition filed against the Client, is not dismissed within sixty (60) business days after it is filed;
vi.	the Client shall fail to pay when due and payable the principal of, or interest on, any indebtedness for borrowed money (other than the Advances) having an aggregate outstanding principal amount of $10,000,000 or more (“Material Indebtedness”) or the maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness; or
vii.	SB does not have a perfected first priority lien and security interest in any of the Collateral, except to the extent resulting from actions or omissions of SB and not from any action of the Client.

b.)

In the event a default occurs and Client has failed to cure such default after any required notice and permitted cure period SB is authorized, in its sole discretion, to take one or more of the following actions: (i) declare the Loan Obligation to be immediately due and payable by the Client to SB; (ii) reduce the Loan Maximum to a level determined by SB, (iii) liquidate, withdraw or sell the Collateral and apply it to the Loan Obligation, and (iv) terminate the Client’s borrowing privileges hereunder. All of the foregoing actions may be done without any further notice to, or demand upon, the Client. Any sale of Collateral may be made in SB’s sole discretion on the exchange or market where such business is then usually transacted, at public auction or private sale. In addition to SB’s rights under this Agreement, SB shall have the right to exercise any one or more of the rights and remedies of a secured creditor under the New York Uniform Commercial Code then in effect. All rights and remedies under this Agreement are cumulative and are in addition to all other rights and remedies that SB may have at law or equity. Notwithstanding the foregoing and to the extent permitted by law, the Client expressly waives compliance with the provisions of Section 202 of the New York Lien Law.

c.)

In the event the proceeds from the sale of the Collateral pursuant to Section 6(b) are not sufficient to pay the Loan Obligation in full, SB shall have an unsecured claim against the Client to pay all amounts then due and owing under the Loan Obligation.

9.) Limitation of Liability. SB shall not be liable to the Client with respect to the Advances, the Loan Obligation and this Agreement for:

a.) any loss, damage or expense caused directly or indirectly by circumstances that are not within SB’s reasonable control, including government restrictions, exchange or market rulings, suspension of trading, war, strikes or other conditions commonly known as “Acts of God”, or

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b.) any consequential, incidental, indirect or special damages, even if such damages are reasonably foreseeable. The specific reference and intent herein to consequential, incidental, indirect or special damages is to exclude “lost opportunity” actions and events as a measure of recoverable damages.

10.) Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of laws rules of such State.

11.) Assignment. This Agreement may not be assigned by the Client without SB’s prior written consent, and shall be binding upon the Client’s heirs, executors, administrators, successors and permitted assigns (whichever is applicable). SB may assign this Agreement to any of its affiliates without the Client’s consent or prior notice to the Client, and this Agreement shall inure to the benefit of and be binding upon each party’s successors and permitted assigns (whether by merger, consolidation or otherwise).

12.) Amendments; Waivers; Severability. No amendment, modification or waiver of any provision of this Agreement or consent hereunder shall be effective unless set forth in writing and signed by the parties hereto, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. If any provision of this Agreement is held to be invalid, illegal or unenforceable by reason of any law, rule, administrative order or judicial decision, such determination shall not affect the validity of the remaining provisions of this Agreement.

13.) Entire Agreement. This Agreement reflects the entire agreement between SB and the Client concerning Advances and the Loan Obligation and supersedes any other agreement, promise, representation or undertaking, whether written or oral, concerning the Advances and the Loan Obligation.

14.) Indemnity. Without the necessity of a judicial determination, and whether or not litigation occurs, the Client hereby agrees to indemnify and hold harmless SB and its directors, officers, employees, agents and affiliates from any and all claims (whether or not meritorious), liabilities, judgments, damages, losses, costs and expenses of any nature whatsoever (including reasonable attorneys’ fees and expenses) in any way related to, or arising out of or in connection with, this Agreement, including without limitation the Client’s failure to comply with its obligations hereunder (including its failure to repay the Loan Obligation when due), any action taken or omitted by SB at the Client’s request, or any material untruth or inaccuracy of any of the Client’s representations and warranties in this Agreement, but not including any claims (whether or not meritorious), liabilities, judgments, damages, losses, costs and expenses based on (a) SB’s breach of this

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	Agreement, or any gross negligence or willful or bad faith acts or (b) events occurring prior to the date hereof. This indemnification shall survive the termination of this Agreement and the payment of the Loan Obligation, subject to any applicable statute of limitations.
15.)	No Third Party Beneficiary. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any person (other than the parties hereto, their respective successors and assigns permitted hereby and the indemnitees under Section 14) any legal or equitable right, remedy or claim under or by reason of this Agreement.

16.) Illegality. If SB determines that any law has made it unlawful, or that any governmental authority has asserted that it is unlawful, for SB to make, maintain or fund Advances, or to determine or charge interest rates based upon the Open Federal Funds Rate, SB shall have the right to declare SB’s obligation to make or allow to remain outstanding Advances shall be terminated (and such obligation shall be terminated upon such declaration), and Client shall, upon demand from SB, prepay the aggregate principal amount of all outstanding Advances, together with accrued but unpaid interest thereon and all other fees and other amounts payable hereunder constituting the Loan Obligation.

17.) Set-off. In addition to any rights and remedies of SB provided by law, upon the occurrence and during the continuance of any default, SB is authorized at any time and from time to time, without prior notice to Client, any such notice being waived by Client to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) or accounts at any time held by, indebtedness or other obligation at any time owing by, SB to or for the credit or the account of Client against the Loan Obligation owing to SB hereunder, now or hereafter existing, irrespective of whether or not SB shall have made demand under this Agreement and although the Loan Obligation or portion thereof Obligations may be contingent or unmatured or denominated in a currency or instrument different from that of the applicable deposit, account, indebtedness or obligation. SB agrees promptly to notify the Client after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

18.) Expenses. Each party shall bear its own costs and expenses in connection with the preparation and review of this Agreement. The Client agrees to pay or reimburse SB for all costs and expenses (including reasonable legal fees and expenses) actually incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Loan Obligation and during any legal proceeding, including any proceeding under any bankruptcy or insolvency law). All such amounts shall be payable within ten business days after demand therefor.

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19.) Interest Rate Limitation. Notwithstanding anything to the contrary contained in this Agreement, the interest paid or agreed to be paid under this Agreement shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the “Maximum Rate”). If SB shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Advances or, if it exceeds such unpaid principal, refunded to the Client. In determining whether the interest contracted for, charged or received by SB exceeds the Maximum Rate, SB may, to the extent permitted by applicable law, (i) characterize any payment that is not principal as an expense, fee or premium rather than interest, (ii) exclude voluntary prepayments and the effects thereof and (iii) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Loan Obligation hereunder.

20.) Survival. Notwithstanding any provision to the contrary, (i) all representations and warranties made hereunder and in any other document delivered pursuant hereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof and (ii) the provisions of Section 14 shall survive any termination of this Agreement, subject to any applicable statute of limitations.

21.) Notices. Notices delivered under this Agreement by SB may be delivered in writing to Client at 30700 Russell Ranch Road, Westlake Village, California 91362, or by facsimile to (805) 557-2689 to the attention of: James S. Caulfield, Executive Vice President & General Counsel. Notices delivered under this Agreement by Client may be delivered in writing to SB at Citi Smith Barney, 485 Lexington Avenue, New York, New York 10017 Attention: Stuart Weiss, Credit Department.

22.) ARBITRATION.

§	Arbitration is final and binding on the parties.
§	The parties are waiving their right to seek remedies in court, including the right to jury trial.
§	Pre-arbitration discovery is generally more limited than and different from court proceedings.
§	The arbitrators’ award is not required to include factual findings or legal reasoning, and any party’s rights to appeal or to seek modification of rulings by the arbitrators is strictly limited.
§	The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.

The Client agrees that all claims or controversies with respect to the Advances, the Loan Obligation and this Agreement between the Client and SB and/or any of its present or former officers, directors, or employees concerning or arising from: (i)

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Advances and any other transaction related to this Agreement involving SB or any predecessor firms by merger, acquisition or other business combination and the Client, whether or not such transaction occurred in the Client’s Account, or (ii) the construction, performance or breach of this Agreement, or any duty arising under this Agreement, shall be determined by binding arbitration before, and only before, any self-regulatory organization or securities exchange of which SB is a member. The Client may elect which of these arbitration forums shall hear the matter by sending a registered letter or telegram addressed to Citigroup Global Markets Inc. at 787 7 Avenue, 13^th floor, New York, NY 10019, Attn: Law Department. If the Client fails to make such election before the expiration of five (5) days after receipt of a written request from SB to make such election, SB shall have the right to choose the forum.

In connection with this Agreement, no person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied, (ii) the class is decertified, or (iii) the customer is excluded from the class by the court.

Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

[signature page follows]

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BY SIGNING BELOW, THE CLIENT AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AT SECTION 21.

This Loan Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall constitute one and the same instrument.

MOVE, INC. Print Client Name	CITIGROUP GLOBAL MARKETS INC.
/s/ W. Michael Long	/s/ Stuart N. Weiss
Client Signature	(Signature of Authorized Official)
	Stuart N. Weiss, Managing Director
	Senior Credit Officer Level II
	Citigroup Global Wealth Management
	Date: 5/8/08
	(Print Name of Authorized Official)

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, W. Michael Long, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Move, Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ W. MICHAEL LONG  

W. Michael Long 

Chief Executive Officer 

Date: May 9, 2008

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Lewis R. Belote, III, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Move, Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ LEWIS R. BELOTE, III  

Lewis R. Belote, III 

Chief Financial Officer 

Date: May 9, 2008

EX-32.1

Exhibit 32.1

STATEMENT OF CHIEF EXECUTIVE OFFICER
OF MOVE, INC.
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
§ 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the report of Move, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned W. Michael Long, Chief Executive Officer of the Company, certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

          1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

          2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ W. MICHAEL LONG
Move, Inc.	W. Michael Long
Date: May 9, 2008	Chief Executive Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Move, Inc. and will be retained by Move, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

STATEMENT OF CHIEF FINANCIAL OFFICER
OF MOVE, INC.
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
§ 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the report of Move, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Lewis R. Belote, III, Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

          1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

          2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ LEWIS R. BELOTE, III
Move, Inc.	Lewis R. Belote, III
Date: May 9, 2008	Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Move, Inc. and will be retained by Move, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.