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                                                                   Exhibit 10.12


                    Schedule to Form of Common Stock Warrant


Documents Omitted
<TABLE>
<CAPTION>

                  Holder                                               Number of Shares
                  ------                                               ----------------
<S>                                                                       <C>
1.       Hovde Financial Institution Partners II, L.P.                     7,200 shares
2.       Hovde Investment Corp., L.L.C.                                    4,800 shares
3.       Norman Garrity                                                   12,000 shares
4.       William N. Schiebler                                              6,000 shares
5.       Barbara A. and Peter A. Georgescu                                 6,000 shares
6.       John B. Prince                                                    3,600 shares
7.       John B. Prince, ACF Courtney Prince U/UT/UTMA                     1,200 shares
8.       John B. Prince, ACF Matthew B. Prince U/UT/UTMA                   1,200 shares
</TABLE>
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THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN TAKEN FOR INVESTMENT,
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY
NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED
OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.

No. CSW-[______]                            Right to Purchase Shares of Common
                                                     Stock of LendingTree, Inc.

July 13, 1999 ("Issue Date")

                                LENDINGTREE, INC.

                              Common Stock Warrant

         LendingTree, Inc., a Delaware corporation, hereby certifies that, for
value received _________________ ("Holder"), is entitled, subject to the terms
set forth below, to purchase from the Company at any time or from time to time
before 5:00 P.M., Eastern Time, five years from the Issue Date, or such earlier
time as may be specified in Section 17 hereof, shares of fully paid and
nonassessable shares of Common Stock (as defined below).

         As used herein, the terms set forth below, unless the context otherwise
requires, have the following respective meanings:

                  (a)      "Company" shall mean and include LendingTree, Inc.
                           and any corporation that may succeed or assume the
                           obligations of the Company hereunder.

                  (b)      "Common Stock" shall mean the Company's common stock,
                           $.0l par value per share.

                  (c)      "Purchase Price" shall mean $10.00 per share.

                  (d)      "Warrant" shall mean this Warrant and any and all
                           additional Warrants to be issued by the Company to
                           the holder or its assigns, as approved by the Company
                           pursuant to the terms and conditions set forth in
                           Section 13 hereof.
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                  (e)      "Warrant Shares" shall mean the shares of Common
                           Stock that are to be issued to the holder of this
                           Warrant upon such holder's exercise of this Warrant.

         1. Exercise of Warrant.

                  1.1 Full Exercise. This Warrant may be exercised in full by
the holder hereof by surrender of this Warrant, with the form of subscription
attached hereto, duly executed by such holder, to the Company at its principal
office, accompanied by payment, in cash or by certified or official bank check
payable to the order of the Company, in the amount obtained by multiplying the
number of shares of Common Stock for which this Warrant is exercisable by the
Purchase Price.

                  1.2 Partial Exercise. This Warrant may be exercised in part by
surrender of the Warrant in the manner and at the place provided in subsection
1.1 except that the amount payable by the holder on such partial exercise shall
be the amount obtained by multiplying (a) the number of shares of Common Stock
designated by the holder in the subscription attached hereto hereof by (b) the
Purchase Price. On any such partial exercise the Company, at its expense, will
forthwith issue and deliver to or upon the order of the holder hereof a new
Warrant or Warrants of like tenor, in the name of the holder hereof or as such
holder (upon payment by such holder of any applicable transfer taxes) may
request, calling in the aggregate on the face or faces thereof for the number of
shares of Common Stock for which such Warrant or Warrants may still be
exercised.

                  1.3 Right to Exercise Warrant for Common Stock. Net Issuance.

                  (a)      Notwithstanding any provisions herein to the
                           contrary, in lieu of exercising this Warrant for cash
                           in the manner set forth in Sections 1.1 and 1.2, the
                           Warrant holder may elect to exercise the Warrant
                           ("Warrant Right") for shares of Common Stock, the
                           aggregate value of which shares shall be equal to the
                           Purchase Price multiplied by [   ] (as each value may
                           be adjusted from time to time as described elsewhere
                           herein). The Warrant Right may be exercised by
                           delivery to the principal office of the Company
                           together with notice of the Warrant holder's
                           intention to exercise the Warrant Right, in which
                           event the Company shall issue to the holder a number
                           of

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                           shares of the Common Stock computed using the
                           following formula:

                                             X = Y(A-B)
                                             ----------
                                                  A

                  X =      The number of shares of Common Stock to be issued
                           to holder.

                  Y =      The number of shares of Common Stock purchasable
                           under this Warrant.

                  A =      The fair market value of one share of Common Stock
                           (at the date of such calculation).

                  B =      Purchase Price (as adjusted to the date of such
                           calculation).

                  (b)      For purposes of this Section 1.3, "fair market value"
                           per share of the Company's Common Stock shall be
                           determined by the Company's Board of Directors in
                           good faith; provided, however, that in the event the
                           Company makes an initial public offering of its
                           Common Stock, the fair market value per share shall
                           be the closing price per share to the public on the
                           exchange upon which the Company's Common Stock is
                           listed, as reported in The Wall Street Journal, on
                           the business day immediately preceding the day upon
                           which the holder exercises the Warrant.

                  1.4 Registration Rights.

                           Company acknowledges and agrees that all shares of
Common Stock purchased or acquired in connection with the exercise of this
Warrant or issued in respect of such shares of Common Stock, will be deemed to
be "Registrable Shares," as such term is defined in that certain Convertible
Promissory Note and Warrant Purchase Agreement dated July _, 1999, by and among
Holder, the Company and those certain other parties identified therein.

                  1.5 Company Acknowledgment. The Company will, at the time of
         the exercise of the Warrant, upon the request of the holder hereof,
         acknowledge in

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writing its continuing obligation to afford to such holder any rights to which
such holder shall continue to be entitled after such exercise in accordance with
the provisions of this Warrant. If the holder shall fail to make any such
request, such failure shall not affect the continuing obligation of the Company
to afford to such holder any such rights.

         2. Delivery of Stock Certificates on Exercise. As soon as practicable
after the exercise of this Warrant in full or in part, and in any event within
15 days thereafter, the Company, at its expense (including the payment by it of
any applicable issue taxes), will cause to be issued in the name of and
delivered to the holder hereof, or as such holder (upon payment by such holder
of any applicable transfer taxes) may direct, a certificate or certificates for
the number of fully paid and nonassessable shares of Common Stock to which such
holder shall be entitled on such exercise, plus, in lieu of any fractional share
to which such holder would otherwise be entitled, cash equal to such fraction
multiplied by the Purchase Price of one full share, together with any other
stock or other securities and property (including cash, where applicable) to
which such holder is entitled upon such exercise pursuant to Section 1 or
otherwise.

         3. Adjustment for Dividends in Other Stock, Property, Reclassification.
In case at any time or from time to time, the holders of Common Stock shall have
received, or (on or after the record date fixed for the determination of
shareholders eligible to receive) shall have become entitled to receive, without
payment therefor,

                  (a)      other or additional stock or other securities or
                           property (other than cash) by way of dividend,

                  (b)      any cash (excluding cash dividends payable solely out
                           of earnings or earned surplus of the Company), or

                  (c)      other or additional stock or other securities or
                           property (including cash) by way of spin-off,
                           split-up, reclassification, recapitalization,
                           combination of shares or similar corporate
                           rearrangement,

other than additional shares of Common Stock issued as a stock dividend or in a
stock-split (adjustments in respect of which are provided in Section 5), then
and in each such case the holder of this Warrant, on the exercise hereof as
provided in Section 1, shall be entitled to receive the amount of stock and
other securities and

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property (including cash in the cases referred to in subdivisions (b) and (c) of
this Section 3) that such holder would hold on the date of such exercise if on
the date hereof he had been the holder of record of the number of shares of
Common Stock called for on the face of this Warrant and had thereafter, during
the period from the date hereof to and including the date of such exercise,
retained such shares and all such other or additional stock and other securities
and property (including cash in the cases referred to in subdivisions (b) and
(c) of this section 3) receivable by him as aforesaid during such period, giving
effect to all adjustments called for during such period by Sections 4 and 5.

         4. Adjustment for Reorganization, Consolidation, Merger.

                  4.1 General. In case at any time or from time to time, the
Company shall (a) effect a reorganization, (b) consolidate with or merge into
any other person, or (c) transfer all or substantially all of its properties or
assets to any other person under any plan or arrangement contemplating the
dissolution of the Company, then, in each such case, except as otherwise
provided in Section 4.3 hereof, the holder of this Warrant, on the exercise
hereof as provided in Section 1 at any time after the consummation of such
reorganization, consolidation or merger or the effective date of such
dissolution, as the case may be, shall receive, in lieu of the Common Stock
issuable on such exercise prior to such consummation or such effective date, the
stock and other securities and property (including cash) to which such holder
would have been entitled upon such consummation or in connection with such
dissolution, as the case may be, if such holder had so exercised this Warrant,
immediately prior thereto, all subject to further adjustment thereafter as
provided in Sections 3 and 5.

                  4.2 Dissolution. Except as otherwise provided in Section 4.3
hereof, in the event of any dissolution of the Company following the transfer of
all or substantially all of its properties or assets, the Company, prior to such
dissolution, shall at its expense deliver or cause to be delivered the stock and
other securities and property (including cash, where applicable) receivable by
the holder of the Warrant after the effective date of such dissolution pursuant
to this Section 4 to a bank or trust company, as trustee for the holder of the
Warrant.

                  4.3 Continuation of Terms. Except as otherwise hereinafter
provided, upon any reorganization, consolidation, merger or transfer (and any
dissolution following any transfer) referred to in this Section 4, this Warrant
shall continue in full force and effect and the terms hereof shall be applicable
to the shares

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of stock and other securities and property receivable on the exercise of this
Warrant after the consummation of such reorganization, consolidation or merger
or the effective date of dissolution following any such transfer, as the case
may be, and shall be binding upon the issuer of any such stock or other
securities, including, in the case of any such transfer, the person acquiring
all or substantially all of the properties or assets of the Company, regardless
of whether such person shall have expressly assumed the terms of this Warrant,
provided, however, that if the holder of Warrants exercisable into at least that
number of shares of Common Stock that represents a majority in interest of the
Common Stock issuable upon exercise of all the Warrants then issued and
outstanding, agree in writing to waive the terms of this Section 4, on and as of
the date of the consummation of such reorganization, consolidation or merger
effective date of dissolution, as the case may be, the rights of the holder of
this Warrant and the obligations of the Company under this Section 4 shall
terminate and the provisions of this Section 4 shall be of no further force and
effect.

         5. Adjustment for Extraordinary Events. In the event that the Company
shall (i) issue additional shares of the Common Stock as a dividend or other
distribution on outstanding Common Stock, (ii) subdivide its outstanding shares
of Common Stock, or (iii) combine its outstanding shares of the Common Stock
into a smaller number of shares of the Common Stock, then, in each such event,
the Purchase Price shall, simultaneously with the happening of such event, be
adjusted by multiplying the then Purchase Price by a fraction, the numerator of
which shall be the number of shares of Common Stock outstanding immediately
prior to such event and the denominator of which shall be the number of shares
of Common Stock outstanding immediately after such event, and the product so
obtained shall thereafter be the Purchase Price then in effect.

         The Purchase Price, as so adjusted, shall be readjusted in the same
manner upon the happening of any successive event or events described herein in
this Section 5. The holder of this Warrant shall thereafter, on the exercise
hereof as provided in Section 1, be entitled to receive that number of shares of
Common Stock determined by multiplying the number of shares of Common Stock
which would otherwise (but for the provisions of this Section 5) be issuable on
such exercise by a fraction of which (i) the numerator is the Purchase Price
which would otherwise (but for the provisions of this Section 5) be in effect,
and (ii) the denominator is the Purchase Price in effect on the date of such
exercise.

         6. Certificate as to Adjustments. In each case of any adjustment or
readjustment in the shares of Common Stock issuable on the exercise of the War-

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rants, the Company at its expense will promptly cause its treasurer or chief
financial officer to compute such adjustment or readjustment in accordance with
the terms of the Warrants and prepare a certificate setting forth such
adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based, including a statement of (a) the
consideration received or receivable by the Company for any additional shares of
Common Stock issued or sold or deemed to have been issued or sold, (b) the
number of shares of Common Stock outstanding or deemed to be outstanding, and
(c) the Purchase Price and the number of shares of Common Stock to be received
upon exercise of this Warrant, in effect immediately prior to such issue or sale
and as adjusted and readjusted as provided in this Warrant. The Company will
forthwith mail a copy of each such certificate to each holder of a Warrant, and
will, on the written request at any time of any holder of a Warrant, furnish to
such holder a like certificate setting forth the Purchase Price at the time in
effect and showing how it was calculated.

         7. Notices of Record Date, etc. In the event of

                  (a)      any taking by the Company of a record of the holders
                           of any class or securities for the purpose of
                           determining the holders thereof who are entitled to
                           receive any dividend or other distribution, or any
                           right to subscribe for, purchase or otherwise acquire
                           any shares of stock of any class or any other
                           securities or property, or to receive any other
                           right, or

                  (b)      any capital reorganization of the Company, any
                           reclassification or recapitalization of the capital
                           stock of the Company or any transfer of all or
                           substantially all the assets of the Company to or
                           consolidation or merger of the Company with or into
                           any other person, or any voluntary or involuntary
                           dissolution, liquidation or winding-up of the
                           Company,

then and in each such event the Company will mail or cause to be mailed to each
holder of a Warrant a notice specifying (i) the date on which any such record is
to be taken for the purpose of such dividend, distribution or right, and stating
the amount and character of such dividend, distribution or right, (ii) the date
on which any such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding-up is to take place,
and the time, if any is to be fixed, as of which the holders of record of Common
Stock (or Other Securities) shall be entitled to exchange their shares of Common
Stock (or Other Securities) for


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<PAGE>   9
securities or other property deliverable on such reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding-up, and (iii) the amount and character of
any stock or other securities, or rights or options with respect thereto,
proposed to be issued or granted, the date of such proposed issue or grant and
the persons or class of persons to whom such proposed issue or grant is to be
offered or made. Such notice shall be mailed at least 20 days prior to the date
specified in such notice on which any such action is to be taken.

         8. Amendment. The terms of this Warrant may be amended, modified or
waived only with the written consent of the Company and the holders of Warrants
representing at least a majority of the number of shares of Common Stock then
issuable upon the exercise of the Warrants. No such amendment, modification or
waiver shall be effective as to this Warrant unless the terms of such amendment,
modification or waiver shall apply with the same force and effect to all of the
other Warrants then outstanding.

         9. Reservation of Stock Issuable on Exercise of Warrant. The Company
will at all times reserve and keep available, solely for issuance and delivery
on the exercise of the Warrant, all shares of Common Stock from time to time
issuable on the exercise of the Warrant.

         10. Exchange of Warrants. On surrender for exchange of any Warrant,
properly endorsed, to the Company, the Company at its expense will issue and
deliver to or on the order of the holder thereof a new Warrant or Warrants of
like tenor, in the name of such holder or as such holder (on payment by such
holder of any applicable transfer taxes) may direct, calling in the aggregate on
the face or faces thereof for the number of shares of Common Stock called for on
the face or faces of the Warrant or Warrants so surrendered.

         11. Replacement of Warrants. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrant and, in the case of any such loss, theft or destruction of any Warrant,
on delivery of an indemnity agreement or security reasonably satisfactory in
form and amount to the Company or, in the case of any such mutilation, on
surrender and cancellation of such Warrant, the Company at its expense will
execute and deliver, in lieu thereof, a new Warrant of like tenor.

         12. Warrant Agent. The Company may, by written notice to each holder of
a Warrant, appoint an agent for the purpose of issuing Common Stock (or Other


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Securities) on the exercise of the Warrant pursuant to Section 1, exchanging
Warrants pursuant to Section 10, and replacing Warrants pursuant to Section 11,
or any of the foregoing, and thereafter any such issuance, exchange or
replacement, as the case may be, shall be made at such office by such agent.

         13. Negotiability, Company's Right of First Offer.

                  (a) This Warrant is issued upon the following terms, to all of
which each holder or owner hereof by the taking hereof consents and agrees:

                  (i)      title to this Warrant may only be transferred or
                           assigned with the written consent of the Company;

                  (ii)     any person in possession of this Warrant properly
                           endorsed, and for which consent of the Company is
                           evidenced in writing, is authorized to represent
                           himself as absolute owner hereof and is empowered to
                           transfer absolute title hereto by endorsement and
                           delivery hereof to a bona fide purchaser hereof for
                           value; each prior taker or owner waives and renounces
                           all of his equities or rights in this Warrant in
                           favor of each such bona fide purchaser, and each such
                           bona fide purchaser shall acquire absolute title
                           hereto and to all rights represented hereby; and

                  (iii)    until this Warrant is transferred on the books of the
                           Company, the Company may treat the registered holder
                           hereof as the absolute owner hereof for all purposes,
                           notwithstanding any notice to the contrary.

                  (b) Notwithstanding anything to the contrary contained in
subsection (a) above, at anytime prior to the exercise of this Warrant, if the
Holder shall seek to sell, transfer or otherwise assign this Warrant to a third
party making a bona fide offer for the purchase of this Warrant, the Company
shall have the absolute right, by delivery of written notice to the Holder, as
applicable to repurchase this Warrant or any portion hereof being offered for
sale on terms no less favorable to the Holder than those offered by such third
party.

                  (c) If the Company desires to repurchase this Warrant (or any
portion hereon being offered for sale, it shall communicate in writing (the
"Company Notice") its election to repurchase to the Holder, which communication
shall state


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<PAGE>   11
that the Company desires to purchase such portion of the Warrant as is being
offered for sale and shall be delivered in person or by facsimile to the Holder
within twenty (20) days of the date of receipt of notice from the Holder of
receipt of a bona fide offer (the "Holder's Offer Date"). If the Company
determines that it does not desire to purchase all or any portion of this
Warrant, it shall communicate this determination in writing to the Holder
within twenty (20) days of the Holder's Offer Date. The Company Notice, when
taken in conjunction with the offer made by the Holder selling Prior Investor or
the Purchaser, as applicable, shall be deemed to constitute a valid, legally
binding and enforceable agreement for the sale and purchase of the Warrant.
Sales of the Warrant to be sold to the Company pursuant to this Section 3 shall
be made at the offices of the Company no later than the 20th day following the
delivery of the Company Notice (or if such 20th day is not a business day, then
on the next succeeding business day). Such sales shall be effected by the Holder
by delivering to the Company of a certificate or certificates evidencing
ownership of the Warrant to be purchased by the Company, duly endorsed for
transfer to the Company, against payment to the Holder of the purchase price
therefor by the Company.

         14. Notices, etc. All notices and other communications from the Company
to the holder of this Warrant shall be mailed by first class registered or
certified mail, postage prepaid, at such address as may have been furnished to
the Company in writing by such holder or, until any such holder furnishes to the
Company an address, then to, and at the address of, the last holder of this
Warrant who has so furnished an address to the Company.

         15. Governing Law. This Warrant shall be governed by, and construed in
accordance with, the laws of the State of Delaware.

         16. Miscellaneous. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. The headings in this Warrant are for purposes of reference only, and
shall not limit or otherwise affect any of the terms hereof. This Warrant is
being executed as an instrument under seal. The invalidity or unenforceability
of any provision hereof shall in no way affect the validity or enforceability of
any other provision.

         17. Expiration. The right to exercise this Warrant shall expire at 5:00
P.M., Eastern Time, on the earlier provision of (i) five years from the Issue
Date, or (ii) the effective date of the waiver exercised pursuant to Section 4.3
hereof


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                                            LENDINGTREE, INC.



                                            By:
                                               --------------------------------
                                                     Mitchell N. York
                                                     President

                                       11
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                              FORM OF SUBSCRIPTION

                   (To be signed only on exercise of Warrant)



To: LendingTree, Inc.

         The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise this Warrant for, and to purchase thereunder, ________ shares
of Common Stock of LendingTree, Inc. and herewith makes payment of $_______
therefor, and requests that the certificates for such shares be issued in the
name of, and delivered to ____________, whose address is:

_______________________________________________________________________________

_______________________________________________________________________________

Dated:
                                   ____________________________________________
                                   (Signature must conform to name of holder as
                                   specified on the face of the Warrant)


                                   ____________________________________________
                                    (Address)


                                       12
<PAGE>   14
                               FORM OF ASSIGNMENT
                   (To be signed only on transfer of Warrant)


         For value received, the undersigned hereby sells, assigns, and
transfers unto __________ the right represented by the within Warrant to
purchase __________ shares of Common Stock of LendingTree, Inc. to which the
within Warrant relates, and appoints ___________ Attorney to transfer such right
on the books of LendingTree, Inc. with full power of substitution in the
premises.

         The holder of this Warrant and any purchaser, assignee or transferee of
such holder acknowledge that no sale, assignment or transfer of this Warrant
will be valid without the express written approval of the Company.

Dated:
                                   ____________________________________________
                                   (Signature must conform to name of holder as
                                   specified on the face of the Warrant)


                                   ____________________________________________
                                    (Address)

Signed in the presence of:

___________________________


Name:______________________
          [Print Name]



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