THIRD AMENDMENT TO
                           SECOND AMENDED AND RESTATED
                    WAREHOUSING CREDIT AND SECURITY AGREEMENT
                             (SYNDICATED AGREEMENT)


          THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED WAREHOUSING CREDIT
AND SECURITY AGREEMENT (SYNDICATED  AGREEMENT)  ("Amendment") is entered into as
of this  9th  day of May  2000,  by and  among  MORTGAGE.COM,  INC.,  a  Florida
corporation,  (the  "Company"),  RESIDENTIAL  FUNDING  CORPORATION,  a  Delaware
corporation  ("RFC"),  and BANK UNITED,  a federal  savings bank ("Bank United")
(RFC, Bank United and any Additional Lender that may from time to time hereafter
become party hereto are  hereafter  referred to as the  "Lenders"),  and RFC, as
credit agent for the Lenders (in such capacity, the "Credit Agent")

          WHEREAS,  the  Company,  the Lenders and the Credit Agent have entered
into a revolving  warehouse facility with a present Credit Limit of $110,000,000
(the  "Commitment"),  as evidenced by a Second Amended and Restated  Warehousing
Credit and Security Agreement (Syndicated Agreement) dated November 12, 1999, as
the same may have been amended or supplemented (the "Agreement")

          WHEREAS,  the Company has  requested  that the Lenders  amend  certain
terms of the Agreement, and the Lenders have agreed to such amendment subject to
the terms and conditions of this Amendment;

          NOW,  THEREFORE,  for and in consideration of the foregoing and of the
mutual covenants,  agreements and conditions hereinafter set forth and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

          1.  All capitalized terms used herein and not otherwise  defined shall
have their respective meanings set forth in the Agreement.

          2.  The effective date ("Effective  Date") of this Amendment  shall be
May 17, 2000,  the date on which the Company has complied with all the terms and
conditions of this Amendment.

          3.  Section 1.1 of the  Agreement  is amended by adding the  following
definition in the appropriate alphabetical order:

              "Weighted  Average  Purchase  Commitment  Price"  shall  mean  the
     weighted average of the Committed  Purchase Prices of the unfilled Purchase
     Commitments   (expressed   as  a   percentage)   for   Mortgage   Loans  or
     Mortgage-backed Securities of the same type, interest rate and term.


<PAGE>


          4.  Section 2.7(c) of the  Agreement  is amended to add the  following
section immediately after Section 2.7(c) (6):

              (7) If the outstanding  Advances  against  Pledged  Mortgages of a
     specific Mortgage Loan type exceed the aggregate  Purchase  Commitments for
     such Mortgage Loan type.

          5.  The  Lenders  hereby  agree to waive  their  default  rights  with
respect to the  failure  of the  Company  to comply  with the "Loss  Limitation"
requirement  set forth in Section 7.9 of the  Agreement  for the fiscal  quarter
ended March 31, 2000. The foregoing waiver applies only to the specific instance
described  herein.  It is not a  waiver  of any  subsequent  breach  of the same
provision  of the  Agreement,  or of any breach of any other  provisions  of the
Agreement.  The Lenders reserve all of the rights, powers and remedies presently
available to the Lenders under the Agreement including the right to cease making
Advances  to the  Company and the right to  accelerate  any of the  indebtedness
owing under the Agreement, if any other Default or Event of Default occurs under
the Agreement.

          6.  The Exhibit M attached to the Agreement  is hereby  deleted in its
entirety and  replaced  with the new Exhibit M attached to this  Amendment.  All
references  in the  Agreement  to  Exhibit M shall be deemed to refer to the new
Exhibit M.

          7.  The Exhibit O attached to the Agreement  is hereby  deleted in its
entirety and  replaced  with the new Exhibit O attached to this  Amendment.  All
references  in the  Agreement  to  Exhibit O shall be deemed to refer to the new
Exhibit O.

          8.  The Company shall  deliver to the Credit  Agent (a) an original of
this Amendment,  executed by the Company,  the Lenders and the Credit Agent, (b)
modification  fees in the amount of $500,  each  payable to Bank United and RFC;
and (c) a documentation fee in the amount of $350 payable to the Credit Agent.

          9.  The Company  represents,  warrants  and  agrees  that (a) the Loan
Documents continue to be the legal, valid and binding agreements and obligations
of the Company  enforceable in accordance with their terms, as modified  herein,
(b) except as stated  above in Section 5, the Lenders  are not in default  under
any of the Loan  Documents  and the  Company  has no offset or  defense to their
performance  or  obligations   under  any  of  the  Loan   Documents,   (c)  the
representations  contained in the Loan Documents remain true and accurate in all
respects,  and (d) there have been no material  adverse  change in the financial
condition  of the  Company  from the date of the  Agreement  to the date of this
Amendment.

          10. Except as hereby expressly modified, the Agreement shall otherwise
be unchanged and shall remain in full force and effect, and the Company ratifies
and reaffirms all of its obligations thereunder.

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


<PAGE>


          IN WITNESS  WHEREOF,  the  Company  and the  Lenders  have caused this
Amendment to be duly executed on their behalf by their duly authorized  officers
as of the day and year above written.

                                             COMPANY:
                                             MORTGAGE.COM, INC.
                                             a Florida corporation,


                                             By: /s/ Seth S. Werner
                                             Its: Chairman/CEO

                                             Notice Address:
                                             Mortgage.Com, Inc.
                                             1643 North Harrison Parkway
                                             Harrison, FL 33323
                                             Attention:  Edwin Johnson
                                             Telecopier No.: (877) 224-9071
STATE OF FLORIDA  )
                  ) SS
COUNTY OF BROWARD )

          On May 15, 2000 before me, a Notary Public,  personally  appeared Seth
Werner,  the  Chairman/CEO  of  MORTGAGE.COM,   INC.,  a  Florida   corporation,
personally  known to me (or proved to me on the basis of satisfactory  evidence)
to be the  person  whose  name  is  subscribed  to  the  within  instrument  and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that by his/her  signature on the instrument the person,  or the entity upon
behalf of which the person acted, executed the instrument.

          WITNESS my hand and official seal.

                                             Patricia B Rudnick
                                             Notary Public
                                             My Commission Expires:  9/22/03



<PAGE>



                                             CREDIT AGENT:
                                             RESIDENTIAL FUNDING CORPORATION,
                                             a Delaware corporation

                                             By: /s/ Jim Clapp
                                             Its: Director

                                             Notice Address:
                                             4800 Montgomery Lane
                                             Suite 300
                                             Bethesda, Maryland 20814
                                             Attention: Jim Clapp
                                                        Director
                                             Telecopier No.:  (301) 215-6288

                                             LENDERS:
                                             RESIDENTIAL FUNDING CORPORATION,
                                             a Delaware corporation

                                             By: /s/ Jim Clapp
                                             Its: Director

                                             Notice Address:
                                             4800 Montgomery Lane
                                             Suite 300
                                             Bethesda, Maryland 20814
                                             Attention: Jim Clapp
                                                        Director
                                             Telecopier No.:  (301) 215-6288

STATE OF MARYLAND    )
                     ) SS
COUNTY OF MONTGOMERY )

          On May 18th, 2000 before me, a Notary Public,  personally appeared Jim
Clapp, the Director of RESIDENTIAL FUNDING CORPORATION,  a Delaware corporation,
personally  known to me (or proved to me on the basis of satisfactory  evidence)
to be the  person  whose  name  is  subscribed  to  the  within  instrument  and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that by his/her  signature on the instrument the person,  or the entity upon
behalf of which the person acted, executed the instrument.



<PAGE>



          WITNESS my hand and official seal.

                                            S. van dem HAGEN
                                            Notary Public
                                            My Commission Expires:  9/22/03

                                            BANK UNITED,
                                            a federal savings bank

                                            By: /s/ Melanie H. Carrington
                                            Its: Regional Director

                                            Notice Address:
                                            1629 Indian River Drive
                                            Cocoa, FL 32922
                                            Attention:  Melanie H. Carrington
                                            Telecopier No.:  (407) 638-3399

STATE OF FLORIDA  )
                  ) SS
COUNTY OF BREVARD )

          On May 18,  2000  before  me, a  Notary  Public,  personally  appeared
Melanie H. Carrington,  the Regional  Director of BANK UNITED, a federal savings
bank,  personally  known to me (or  proved  to me on the  basis of  satisfactory
evidence) to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that by his/her  signature on the instrument the person,  or the entity upon
behalf of which the person acted, executed the instrument.

          WITNESS my hand and official seal.

                                            Damita A. Maiolo
                                            Notary Public
                                            My Commission Expires:June 14, 2003