EXCHANGE AGREEMENT

     This Agreement is dated March 8, 2000, between North Lilly Mining Company,
a Utah corporation ("NLMC") and Regina Mitchell, Scott Simpkins, Arnold P.
Guttenberg, Erin Dominick, John Dominick, Kimberly A. Pavlin, Chris Springer,
Gregg Weeder, Dena Weeder and Martha J. White, collectively the shareholders
(the "Shareholders") of Home Loan.Com, Inc., a Colorado corporation ("Loan").
Whenever both parties are collectively referred to in this Agreement, they shall
be designated as the "parties".

     The parties wish to provide for the Shareholders's exchange of all of the
issued and outstanding shares of Loan which consist of 1,006 shares in exchange
for shares of NLMC according to the terms and conditions of this Agreement.

     The parties agree as follows:

     1.   The Acquisition.

          1.1  Purchase and Sale. Subject to the terms and conditions of this
               Agreement, at the Closing to be held as provided in Section 1.3,
               NLMC shall acquire all of the issued and outstanding shares of
               Loan and as of the Closing, Loan shall own the Assets listed in
               Exhibit A ("Assets") free and clear of all encumbrances except as
               disclosed on Exhibit B ("Encumbrances").

          1.2  Purchase Price. Shareholders will exchange their 1,006 shares in
               Loan for 5,633,600 shares of common stock of NLMC ("Shares")
               which shall be taken as restricted investment stock pursuant to
               investment representations and restrictive legends under the
               federal securities laws. Each share of Loan shall be exchanged
               for 5,600 Shares of NLMC.

               NLMC shall hold in escrow one million (1,000,000) of Regina
               Mitchell's portion of the Shares which shall be deemed nonvoting
               Shares until released. These shall be released not later than
               September 30, 2000, provided that (a) NLMC has received at least
               $250,000 in financing since signing this agreement at not less
               than $0.40 per share, and (b) Loan's business has produced sales
               for the two months ended August 31, 2000 averaging at least
               $200,000 per month, with no less than break-even operating cash
               flow after deduction of operating expenses (including all general
               and administrative overhead expenses, but excluding outside costs
               of advertising, expansion, acquisitions and web-site
               development). It is understood that the parties will seek to
               finance such outside costs of advertising, expansion,
               acquisitions and web-site development primarily out of additional
               equity funding. NLMC shall exert good faith best efforts to
               achieve the above results with Loan, but shall cancel the one
               million (1,000,000) Shares if said results are not achieved.

          1.3  The Closing; Place and Time. The closing of the sale and purchase
               of the Shares (the "Closing") shall take place at the offices of
               Arnold P. Guttenberg, Esq., Denver, Colorado, no later than the
               close of business on March 10, 2000, or at such other place, date
               and time as the parties may agree in writing.

<PAGE>

          1.4  Deliveries by Shareholders. At the Closing, the Shareholders
               shall deliver the following to NLMC:

               (a)  The 1,006 common shares to be transferred hereunder, along
                    with any instruments required to be executed by the
                    Shareholders, so that the shares can be cancelled by NLMC.

               (b)  All other documents, instruments and writings required by
                    this Agreement to be delivered by Shareholders at the
                    Closing and any other documents or records relating to
                    Loan's business reasonably requested by NLMC in connection
                    with this Agreement.

          1.5  Deliveries by NLMC. At the Closing, NLMC shall deliver the
               following to Shareholders:

               (a)  The Shares as contemplated by Section 1.2 shall be issued
                    among the Shareholders as set forth in Exhibit C (or
                    irrevocable instructions shall be provided to NLMC's
                    transfer agent to issue said Shares).

               (b)  All other documents, instruments and writings required by
                    this Agreement to be delivered by NLMC at the Closing.

     2.   Conditions to NLMC's Obligations.

     The obligations of NLMC to effect the Closing shall be subject to the
satisfaction at or prior to the Closing of the following conditions, any one or
more of which may be waived by NLMC:

          2.1  Representations, Warranties and Agreements.

               (a)  The representations and warranties of Shareholders set forth
                    in this Agreement shall be true and complete in all material
                    respects as of the Closing Date as though made at such time.

               (b)  Shareholders shall have performed and complied in all
                    material respects with the covenants contained in this
                    Agreement required to be performed and complied with by it
                    at or prior to the Closing.

               (c)  Shareholders shall have put in place an improved team of
                    mortgage brokers, telemarketing, processing and closing
                    staff capable of at least equaling the production in the
                    financials statements within thirty (30) days, and then
                    growing same in the offices and on the internet.

               (d)  Shareholders shall deliver the contemplated stock redemption
                    agreements, releases and waivers satisfactory to NLMC and
                    duly executed by Michael Bonn, Greg Bonn, David Shirley and
                    Louis Scotti.

                                        2
<PAGE>

               (e)  Shareholders shall also deliver satisfactory releases from
                    its investors, and also from the investors affiliated with
                    Messrs. Bonn and Scotti, in exchange for which NLMC shall
                    issue up to 26,000 additional shares of its stock to the
                    investors of Messrs. Bonn and Scotti.

     3.   Conditions to Shareholders' Obligations.

     The obligations of Shareholders to effect the Closing shall be subject to
the satisfaction at or prior to the Closing of the following conditions, any one
or more of which may be waived by Shareholders:

          3.1  Representations, Warranties and Agreements.

               (a)  The representations and warranties of NLMC set forth in this
                    Agreement shall be true and complete in all material
                    respects as of the Closing Date as though made at such time.

               (b)  NLMC shall have performed and complied in all material
                    respects with the covenants contained in this Agreement
                    required to be performed and complied with by it prior to or
                    at the Closing.

     4.   Representations and Warranties of Shareholders.

     Shareholders represent and warrant to NLMC as follows:

          4.1  Organization of Loan; Authorization. Loan is a corporation duly
               organized, validly existing and in good standing under the laws
               of Colorado with full corporate power and authority to execute
               and deliver this Agreement as it pertains to any representations
               or undertakings of Loan. The execution, delivery and performance
               of this Agreement has been duly authorized by all of the
               Shareholders and constitutes a valid and binding obligation of
               Shareholders, enforceable against each of them in accordance with
               its terms.

          4.2  Conflict as to Loan. Neither the execution and delivery of this
               Agreement nor the performance of NLMC's obligations hereunder
               will (a) violate any provision of any agreement or the
               certificate of incorporation or by-laws of Loan or (b) violate
               any statute or law or any judgement, decree, order, regulation or
               rule of any court or other Governmental Body applicable to Loan.

          4.3  Ownership of Assets. The delivery of certificates to Shareholders
               in exchange for Shares in NLMC will result in NLMC's immediate
               acquisition of 100% of Loan which has record and beneficial
               ownership of the Assets, free and clear of all encumbrances
               except as listed on Exhibit B. Loan's leases listed on Exhibit E
               are in full force and effect and in good standing.

                                        3
<PAGE>

               Loan has the rights to the names Home Loan.Com, Inc. and Loan
               Mining.Com. Loan also owns the non-exclusive benefit of the Loan
               Mining.Com web site development, the business plan for home
               improvement financing, and the business model/implementation plan
               for Loan Mining.Com.

          4.4  Financial Statements and Ledgers. Shareholders have delivered to
               NLMC consolidated balance sheets and income statements of
               Shareholders through September 30, 1999 and ledgers thru January
               31, 2000, which shall be reviewed in detail with NLMC prior to
               Closing which shall be reviewed in detail with NLMC prior to
               Closing. Attached as Exhibit G is a consolidated statement of
               income and expenses through January 31, 2000. The above
               financials fairly and accurately represent Loan's business,
               operations and assets as of the date thereof and there has not
               been any material adverse changes in the business, operations and
               assets since the date thereof.

          4.5  Equipment. The material items of equipment and other personal
               property owned or leased by Loan or its subsidiaries are in good
               operating condition and repair (ordinary wear and tear excepted)
               and are adequate in all such respects for the purpose for which
               they are being used.

          4.6  Litigation. There is no action, suit, inquiry, proceeding or
               investigation by or before any court of governmental body pending
               or threatened in writing against or involving Loan or any of its
               subsidiaries which is likely to have a material adverse effect on
               the business or financial condition of Loan and its subsidiaries,
               taken as a whole, or which would require a payment by
               Shareholders or its subsidiaries in excess of $5,000 in the
               aggregate or which questions or challenges the validity of this
               Agreement. Neither Loan nor any of its subsidiaries is subject to
               any judgment, order or decree that is likely to have a material
               adverse effect on the business or financial condition of Loan and
               its subsidiaries, taken as a whole, or which would require a
               payment by Loan or its subsidiaries in excess of $5,000 in the
               aggregate. Exhibit D contains the only action, suit, inquiry,
               proceeding or investigation pending or threatened against or in
               relation to Loan or any of its subsidiaries.

          4.7  Agreements of Loan. Loan has no obligations, employment or
               consulting arrangement or other agreements except as reflected on
               Exhibit E attached hereto and incorporated herein.

          4.8  Absence of Certain Changes. Since the date of the balance sheet,
               neither Loan nor any of its subsidiaries has:

               (a)  Suffered the damage or destruction of any of its properties
                    or assets (whether or not covered by insurance) which is
                    materially adverse to the business or financial condition of
                    Loan and its subsidiaries, taken as a whole, or made any
                    disposition of any of its material properties or assets
                    other than in the ordinary course of business.

                                        4
<PAGE>

               (b)  Made any change or amendment in its certificate of
                    incorporation or by-laws or other governing instruments.

               (c)  Issued or sold any equity securities or other securities
                    acquired, directly or indirectly, by redemption or
                    otherwise, any sch equity securities, reclassified, split-up
                    or otherwise changed any such equity security, or granted or
                    entered into any options, warrants, calls or commitments of
                    any kind with respect thereto.

               (d)  Borrowed any funds or incurred, or assumed or become subject
                    to, whether directly or by way of guarantee or otherwise,
                    any obligation or liability with respect to any such
                    indebtedness for borrowed money.

               (e)  Other than the ordinary course of business, incurred any
                    liability required by generally accepted accounting
                    principles to be reflected on a balance sheet and material
                    to the business or financial condition of Loan and its
                    subsidiaries taken as a whole.

               (f)  Incurred any obligation other than as clearly reflected and
                    identified between the parties hereto in the financial
                    statement and ledgers.

          4.9  No Material Adverse Change. Since the date of the balance sheet,
               there has not been any material adverse change in the business or
               financial condition of Loan and its subsidiaries taken as whole,
               other than changes resulting from economic conditions prevailing
               in the United States.

          4.10 Brokers or Finders. Shareholders have not employed any broker or
               finder or incurred any liability for any brokerage or finder's
               fees or commissions or similar payments in connection with the
               exchange of the Shares with NLMC.

          4.11 Transactions with Directors and Officers. Loan and its
               subsidiaries do not engage in business with any person in which
               any of Loan's directors or officers has a material equity
               interest. No director or officer of Loan owns any property, asset
               or right which is material to the business of Loan and its
               subsidiaries, taken as a whole.

          4.12 Borrowing and Guarantees. Except for items in the ordinary course
               of its business, Loan and its subsidiaries (a) do not have any
               indebtedness for borrowed money, (b) are not lending or committed
               to lend any money (except for advances to employees in the
               ordinary course of business), and (c) are not guarantors or
               sureties with respect to the obligations of any person.

          4.13 Shareholdings of Loan. Attached as Exhibit C is a list of all
               shareholders of Loan and their shareholdings in Loan.

                                        5
<PAGE>

          4.14 Business Team. Shareholders have put in place an improved team of
               mortgage brokers, telemarketing, processing and closing staff
               capable of at least equaling the production in the financials
               statements within thirty (30) days, and then expanding same in
               the offices and on the internet.

          4.15 Restricted Securities.

          (a)  (i)  each Shareholder can bear the economic risk of losing each
                    Shareholder's entire investment in the Shares;

               (ii) each Shareholder is acquiring the Shares for investment
                    purposes only and the Shares each Shareholder is acquiring
                    will be held by each Shareholder without sale, transfer or
                    other disposition for an indefinite period unless the
                    transfer of the Shares subsequently is registered under the
                    U.S. federal securities laws or unless exemptions from
                    registration are available;

               (iii) each Shareholder's overall commitments to investments that
                    are not readily marketable is not disproportionate to each
                    Shareholder's net worth and each Shareholder's investment in
                    the Shares will not cause such overall commitments to become
                    excessive;

               (iv) each Shareholder's financial condition is such that each
                    Shareholder is under no present or contemplated future need
                    to dispose of any portion of the Shares to satisfy any
                    existing or contemplated undertaking, need or indebtedness;

               (v)  each Shareholder has adequate means of providing for each
                    Shareholder's current needs and personal contingencies and
                    has no need for liquidity in each Shareholder's investment
                    in the Shares; and

               (vi) each Shareholder has sufficient knowledge and experience in
                    business and financial matters to evaluate and has evaluated
                    the merits and risks of an investment in the Shares.

          (b)  Each Shareholder confirms that all documents, records and books
               pertaining to an investment in the Shares that have been
               requested by each Shareholder have been made available or
               delivered to each Shareholder. As a result of its review of NLMC,
               including the review of the materials provided to each
               Shareholder, each Shareholder understands, among other things,
               the following: NLMC has limited financial resources, has incurred
               negative cash flow, and recently has not operated at a profit;
               and NLMC has not concurrently, and may not in the future, receive
               additional investment funds.

                                        6
<PAGE>

               Each Shareholder further represents that each Shareholder is
               aware of the operations, financial condition and capitalization
               of NLMC and has available full information concerning NLMC's
               affairs to evaluate the merits and risks of the investment in the
               Shares.

          (c)  Each Shareholder has had the opportunity to ask questions of, and
               receive answers from, NLMC concerning the terms of an investment
               in the Shares and to receive additional information necessary to
               verify the accuracy of the information delivered to each
               Shareholders.

          (d)  Each Shareholder understands that the issuance of the Shares has
               not been registered under the U.S. Securities Act of 1933, as
               amended (the "Act"), or any state securities laws in reliance on
               an exemption for private offerings and no U.S. federal or state
               agency has made any finding or determination as to the fairness
               of this investment or any recommendation or endorsement of the
               offering of the Shares.

          (e)  The Shares for which each Shareholder hereby subscribes are being
               or will be acquired solely for each Shareholder's own account,
               for investment, and is not being purchased with a view to or for
               the resale, distribution, subdivision or fractionalization
               thereof; each Shareholder has no agreement or arrangement for any
               such resale, distribution, subdivision or fractionalization
               thereof.

          (f)  Each Shareholder acknowledges that, in making the decision to
               purchase the Shares, it has relied solely upon independent
               investigations made by it.

          (g)  Each Shareholder represents that an investment in the Shares is a
               suitable investment for each Shareholder.

          (h)  Each Shareholder acknowledges and is aware that the following
               legend will be imprinted on the Shares subscribed to by each
               Shareholder:

                    "THE SECURITIES REPRESENTED BY THIS
                    CERTIFICATE HAVE NOT BEEN REGISTERED
                    WITH THE UNITED STATES SECURITIES AND
                    EXCHANGE COMMISSION UNDER THE U.S.
                    SECURITIES ACT OF 1933, AS AMENDED (THE
                    "1933 ACT"), AND ARE "RESTRICTED
                    SECURITIES" AS THAT TERM IS DEFINED IN
                    RULE 144 UNDER THE 1933 ACT. THE
                    SECURITIES MAY NOT BE OFFERED FOR SALE,
                    SOLD OR OTHERWISE TRANSFERRED EXCEPT
                    PURSUANT TO AN EFFECTIVE REGISTRATION
                    STATEMENT UNDER THE 1933 ACT, OR
                    PURSUANT TO AN EXEMPTION FROM
                    REGISTRATION UNDER THE 1933 ACT."

                                        7
<PAGE>

          (i)  Each Shareholder acknowledges and is aware of the following, in
               addition to other information included in the information
               provided to each Shareholder:

               (i)  The Shares are a speculative investment and involve a high
                    degree of risk of loss by each Shareholder of each
                    Shareholder's total investment.

               (ii) There are substantial restrictions on the transferability of
                    the Securities. The Shares can not be transferred, pledged,
                    hypothecated, sold or otherwise disposed of unless they are
                    registered under the Act of an exemption from such
                    registration is available and established to the
                    satisfaction of NLMC; except as provided in Section 5.5
                    below, the Shareholders have no rights to require that any
                    transfer of the Shares be registered under the Act; there
                    will be a limited public market for NLMC's Common Stock; and
                    accordingly, each Shareholder may have to hold the Shares
                    indefinitely; and it may not be possible for each
                    Shareholder to liquidate each Shareholder's investment in
                    NLMC.

     5.   Representations and Warranties of NLMC:

          NLMC represents and warrants to Shareholders as follows:

          5.1  Organization of NLMC; Authorization. NLMC is a corporation duly
               organized, validly existing and in good standing under the laws
               of Utah with full corporate power and authority to execute and
               deliver this Agreement as it pertains to any representations or
               undertakings of Shareholders. The execution, delivery and
               performance of this Agreement has been duly authorized by all
               necessary corporate actions of Loan and this Agreement
               constitutes a valid and binding obligation of Loan, enforceable
               against it in accordance with its terms.

          5.2  NLMC Review of Records. NLMC is a sophisticated business entity
               and an accredited investor and has been given an opportunity to
               review provided corporate records and accountings for Loan and is
               acquiring such assets of Loan after satisfaction of its own due
               diligence standards.

          5.3  Brokers and Finders. NLMC has not employed any broker or finder
               or incurred any liability for any brokerage or finder's fees or
               commission or similar payments in connection with any of the
               transactions contemplated hereby.

                                        8
<PAGE>

          5.4  Conflict as to NLMC. Neither the execution and delivery of this
               Agreement nor the performance of NLMC's obligations hereunder
               will (a) violate any provision of the certificate of
               incorporation or by-laws of NLMC or (b) violate any statute or
               law or any judgment, decree, order regulation or rule of any
               court or other governmental body applicable to NLMC.

          5.5  Registration of Shares. NLMC shall file a Registration Statement
               including the 5,633,600 Shares acquired by the Shareholders under
               this Agreement (and the additional shares in 2.1 (e) above) as
               soon as reasonably feasible within sixty (60) to one hundred
               twenty (120) days from the date of Closing. Said Registration
               Statement shall require the audited financials of Loan, the
               completion of NLMC's Form 10K and 10Q filings with the Securities
               and Exchange Commission, and legends on the certificates for the
               5,633,600 Shares restricting sale of more than 5% per month per
               Shareholder (for a period ending June 1, 2002) after
               effectiveness of the Registration Statement for all owners of
               more than 200,000 Shares of NLMC including current owners of said
               Shares (said 5% per month based on the number of shares held at
               Closing shall apply to each month and shall not be increased by
               aggregation with months in which such sales do not occur).

          5.6  Filings. Promptly after this Closing, NLMC shall cause to be
               filed with the United States Securities and Exchange Commission,
               if necessary, the event report on Form 8-K, which report shall
               provide information relative to the consummation of the
               transaction provided for in this Agreement.

          5.7  Outstanding Shares. NLMC expects that certain existing debts,
               described hereto on Exhibit F will be settled in exchange for
               Shares and upon extinguishment (or partial extinguishment) of
               said debts and subsequent to the issuance of the 5,633,600 Shares
               to Shareholders, NLMC will have no more than 12,133,600 issued
               and outstanding Shares, except for Shares issued pursuant to cash
               financing received subsequent to February 1, 2000.

     6.   Conduct of Loan's Business Prior to the Closing.

          6.1  Operation in Ordinary Course. Between February 1, 2000 and the
               Closing date, Loan and its subsidiaries have and shall conduct
               their businesses in all material respects in the ordinary course.

          6.2  Business Organization. Between the date of this Agreement and the
               Closing date, Shareholders shall use their reasonable efforts,
               and shall cause Loan and each of its subsidiaries to use its
               respective reasonable efforts, to (a) preserve substantially
               intact the business organization of Loan and each of its
               subsidiaries and keep available the services of the present
               officers and employees of Loan and each of its subsidiaries, and
               (b) preserve in all material respects the present business
               relationships and good will of Loan and each of its subsidiaries.

                                        9
<PAGE>

          6.3  Corporate Organization. Between the date of this Agreement and
               the Closing date, Shareholders shall not cause or permit Loan of
               its subsidiaries to sell, lease, license or otherwise dispose of
               any of its properties or assets (including, but not limited to,
               rights with respect to patents and registered trademarks and
               copyrights or other proprietary rights), in an amount which is
               material to the business or financial condition of Loan and its
               subsidiaries, taken as a whole, except in the ordinary course of
               business.

     7.   Survival of Representations and Warranties; Indemnification.

          7.1  Survival. Each representation, warranty and covenant contained in
               this Agreement or in any certificate or document delivered
               pursuant hereto shall survive the Closing (the Surviving
               Representations, Warranties and Covenants").

          7.2  Indemnification by Shareholders. Shareholders shall indemnify and
               hold harmless NLMC, and shall reimburse NLMC for, any loss,
               liability, damage or expense (including reasonable attorney's
               fees) (collectively, "Damages") arising from or in connection
               with (a) any inaccuracy in any of the Surviving Representations,
               Warranties and Covenants of Shareholders in this Agreement or (b)
               any failure by Shareholders to perform or comply with any
               agreement in this Agreement.

          7.3  NLMC shall indemnify and hold harmless Shareholders, and shall
               reimburse Shareholders for, any damages arising from or in
               connection with (a) any inaccuracy in any of the Surviving
               Representations, Warranties and Covenants of NLMC in this
               Agreement, (b) any failure by NLMC to perform or comply with any
               agreement in this Agreement.

     8.   Termination.

          8.1  Termination. This Agreement may be terminated before the Closing
               occurs only as follows:

               (i)  By written agreement of all of the Shareholders and NLMC at
                    any time prior to Closing.

               (ii) By Shareholders, by notice to NLMC at any time, if one or
                    more of the conditions specified in Section 3 is not
                    satisfied at the time at which the Closing (as it may be
                    deferred pursuant to Section 1.3) would otherwise occur or
                    if satisfaction of such a condition is or becomes
                    impossible.

                                       10
<PAGE>

               (iii) By NLMC, by notice to Shareholders at any time, if one or
                    more of the conditions specified in Section 2 is not
                    satisfied at the time at which the Closing (as it may be
                    deferred pursuant to Section 1.3), would otherwise occur of
                    if satisfaction of such a condition is or becomes
                    impossible.

          8.2  Effect of Termination. If this Agreement is terminated pursuant
               to Section 8.1, this Agreement shall terminate without any
               liability or further obligation of any party to another.

     9.   Notices.

     All notices, consents, assignments and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given when
(a) delivered by hand, (b) sent by telex or telecopier (with receipt confirmed),
provided that a copy is mailed by registered mail, return receipt requested, or
(c) received by the delivery service (receipt requested), in each case to the
appropriate addresses, telex numbers and telecopier numbers set forth below (or
to such other addresses, telex numbers and telecopier numbers as a party may
designate as to itself by notice to the other parties):

        NLMC:                            Shareholders:
        c/o Stephen Flechner             c/o Arnold P. Guttenberg, P.C.
        1800 Glenarm Place               1777 S. Harrison St.
        Suite 210                        Suite 1110
        Denver, CO 80202                 Denver, CO 80210
        (303) 294-0427                   (303) 758-0073
        (303) 293-2235 - fax             (303) 782-8107 - fax

     10.  Miscellaneous.

          10.1 Expenses. Each party shall bear its own expenses incident to the
               preparation, negotiation, execution and delivery of this
               Agreement and the performance of its obligations hereunder.

          10.2 Captions. The captions in this Agreement are for convenience of
               reference only and shall not be given any effect in the
               interpretation of this Agreement.

          10.3 No Waiver. The failure of a party to insist upon strict adherence
               to any term of this Agreement on any occasion shall not be
               considered a waiver or deprive that party of the right thereafter
               to insist upon strict adherence to that term or any other term of
               this Agreement. Any waiver must be in writing.

                                       11
<PAGE>

          10.4 Exclusive Agreement; Amendment. This Agreement supersedes all
               prior agreements among the parties with respect to its subject
               matter and is intended (with the documents referred to herein) as
               a complete and exclusive statement of the terms of the agreement
               among the parties with respect thereto and cannot be changed or
               terminated orally.

          10.5 Type B Reorganization. The parties intend that the transaction
               described in this Agreement will qualify as a reorganization
               under Section 368(a)(1)(B) of the Internal Revenue Code of 1986,
               as amended (the "Code") and that the result in exchange of Shares
               will not result in recognition of any gain or loss to NLMC under
               Section 1032(a) of the Code or to the Shareholders under Section
               354(a)(1) of the Code and the provisions of this Agreement shall
               be interpreted consistent with that purpose and any provision
               inconsistent thereto shall be deemed null and void.

          10.6 Counterparts. This Agreement may be executed in two or more
               counterparts, each of which shall be considered an original, but
               all of which together shall be the complete and binding
               Agreement, provided however, initially, NLMC is prepared to sign
               the Agreement with Regina Mitchell and Arnold P. Guttenberg, with
               the remaining Shareholders to sign at or prior to Closing.

          10.7 Governing Law. This Agreement and (unless otherwise provided) all
               amendments hereof and waiver and consents hereunder shall be
               governed by the internal law of the State of Colorado, without
               regard to the conflicts of law principles thereof.

          10.8 Binding Effect. This Agreement shall inure to the benefit of and
               be binding upon the parties hereto and their respective
               successors and assigns.


                                             NORTH LILLY MINING COMPANY

                                             /s/ Stephen E. Flechner
                                             -----------------------------------
                                             Stephen E. Flechner
                                             President

/s/ W. Gene Webb
----------------------------
W. Gene Webb
Executive Vice President/Secretary

                                       12
<PAGE>


                                 SHAREHOLDERS:

                                 /s/ Regina Mitchell
                                 -----------------------------------
                                 Regina Mitchell


                                 /s/ Scott Simpkins
                                 -----------------------------------
                                 Scott Simpkins


                                 /s/ Arnold P. Guttenberg
                                 -----------------------------------
                                 Arnold P. Guttenberg


                                 /s/ Erin Dominick and /s/ John Dominick
                                 ---------------------------------------
                                 Erin Dominick and John Dominick as Joint
                                 Tenants with Rights of Survivorship


                                 /s/ Kimberly A. Pavlin
                                 -----------------------------------
                                 Kimberly A. Pavlin


                                 /s/ Chris Springer
                                 -----------------------------------
                                 Chris Springer


                                 /s/ Gregg Weeder
                                 -----------------------------------
                                 Gregg Weeder


                                 /s/ Dena Weeder
                                 -----------------------------------
                                 Dena Weeder


                                 /s/ Martha J. White
                                 -----------------------------------
                                 Martha J. White

                                       13

<PAGE>


Index of Exchange Agreement Exhibits

Exhibit A-   Assets
Exhibit B-   Encumbrances
Exhibit C-   Shareholding's
Exhibit D-   Litigation
Exhibit E-   Obligations
Exhibit F-   NLMC Payables
Exhibit G-   Statement of Income & Expenses

<PAGE>

                                    AGREEMENT

     This Agreement dated March 8, 2000 is by and among North Lilly Mining
Company, a Utah corporation ("NLMC"), Regina Mitchell and Home Loan.Com, Inc., a
Colorado corporation ("Loan"). Whenever all three parties are collectively
referred to in this Agreement, they shall be designated as the "parties".

     WHEREAS, concurrent with the execution of this Agreement, an Exchange
Agreement was entered into by and between NLMC and Regina Mitchell, Scott
Simpkins, Arnold P. Guttenberg, Erin Dominick, John Dominick, Kimberly A.
Pavlin, Chris Springer, Gregg Weeder, Dena Weeder and Martha J. White
(collectively the "Shareholders"); and

     WHEREAS, the Exchange Agreement provided that the Shareholders Loan
exchanged all of the outstanding and issued shares of Loan in exchange for
5,633,600 shares of NLMC; and

     WHEREAS, as a result of the Exchange Agreement, Loan became a wholly owned
subsidiary of NLMC; and

     WHEREAS, Regina Mitchell has advanced funds and provided other
consideration to Loan and is therefore a creditor of Loan; and

     WHEREAS, the parties to this Agreement believe that it is in the best
interests of the parties that any and all amounts that are owed to Regina
Mitchell should be extinguished, canceled and terminated; and

     WHEREAS, Regina Mitchell has agreed to accept shares of NLMC in exchange
for all amounts owed to her and NLMC is willing to satisfy the debt of its
wholly owned subsidiary in exchange for its shares.

     THE PARTIES THEREFORE AGREE AS FOLLOWS:

     1.   NLMC shall cause to be issued 199,000 shares to Regina Mitchell in
          exchange for any and all advances and other consideration provided by
          her to Loan.

     2.   Upon receipt of the 199,000 shares of NLMC, Regina Mitchell hereby
          agrees for herself and all persons or entities that could or might act
          on her behalf to release and forever discharge Loan and NLMC from any
          and all claims, causes of actions, demands, obligations, of every kind
          and nature whatsoever, in law or equity, which she now has or may have
          against Loan or NLMC.

     3.   This Agreement supersedes all prior agreements among the parties with
          respect to its subject matter and is intended (with the documents
          referred to herein) as a complete and exclusive statement of the terms
          of the agreement among the parties with respect thereto and cannot be
          changed or terminated orally.

<PAGE>


     4.   This Agreement shall be governed by the internal law of the State of
          Colorado, without regard to the conflicts of law principles thereof.

     5.   This Agreement shall inure to the benefit of and be binding upon the
          parties hereto and their respective successors and assigns.

                                              NORTH LILLY MINING COMPANY

                                              /s/ Stephen E. Flechner
                                              ---------------------------
                                              Stephen E. Flechner
                                              President

/s/ W. Gene Webb
----------------------------
W. Gene Webb
Executive Vice President/Secretary

                                              /s/ Regina Mitchell
                                              ---------------------------
                                              Regina Mitchell


                                              HOME LOAN.COM, INC.


                                              /s/ Regina Mitchell
                                              ---------------------------
                                              Regina Mitchell, President

/s/ Stephanie Mitchell
----------------------------
Stephanie Mitchell

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