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                                                                   EXHIBIT 10.26

                 ABA NET BRANCH WEB SITE DEVELOPMENT AGREEMENT


         This Affiliated Business Arrangement Net Branch Web Site Development
Agreement ("Agreement") is made this 1st day of March, 2000, by and between
BuildNet Financial Services, Inc., a North Carolina Corporation with its
principal place of business located at 4813 Emperor Boulevard, Suite 130,
Durham, North Carolina 27703 ("BuildNet") and mortgage.com, inc., a Florida
corporation, with its principal place of business located at 1643 N. Harrison
Parkway, Sunrise, FL 33323 ("MDC").

                                    RECITALS

         WHEREAS, MDC develops web sites for companies engaged in the mortgage
origination business(the "MDC Site") on the Internet (example located at
www.onlinecap.com) through which it or its clients offer residential mortgage
services and products ("MDC Products"); and

         WHEREAS, MDC offers various programs which enable homebuilders to
participate in the revenues associated with mortgage loan origination services.
Such programs are generally known as Net Branch programs , but within the
mortgage finance industry are commonly known as Affiliated Business Arrangement
(as that term is defined in The Real Estate Settlement Procedures Act or RESPA)
Programs ("ABA Programs").

         WHEREAS, BuildNet and MDC wish to establish a version of the MDC Site
(the "ABA Site") through which users of the ABA Site (defined as customers of
home builders or developers and hereafter known as "Consumers") would have the
opportunity to purchase residential permanent mortgage products offered by MDC
or the homebuilder.

                                    AGREEMENT

                  NOW, THEREFORE, MDC and BuildNet agree as follows:

1.       PROMOTION OF ABA, TERM, EXCLUSIVITY, PRICING, SITE DEVELOPMENT,
         HOSTING, MAINTENANCE AND CUSTOMER SERVICE

         1.1.     ABA PROMOTION OF ABA PROGRAMS:

                  As more particularly set forth in Section 1.5, MDC grants to
         BuildNet the exclusive right to promote and market the MDC ABA Programs
         to homebuilders, as hereinafter defined, nationwide, for the term of
         this Agreement. MDC agrees to (i) provide training with respect to the
         content of the ABA Programs to BuildNet sales staff; (ii) maintain a
         sales force to answer questions and generally be available for joint
         sales calls with BuildNet sales staff during regular business hours.
         MDC shall not unreasonably withhold approval of any homebuilder
         presented to MDC by BuildNet to participate in the ABA Programs with
         MDC.

Portions of this exhibit marked by [*] have been omitted pursuant to a request
for confidential treatment.

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         1.2.     BUILDNET PARTICIPATION

                  Nothing contained in this Agreement shall limit the right of
         BuildNet to own one or more Net Branch Managers, (as that term is
         defined in the attached Standard MDC Net Branch Agreement), engaged by
         MDC pursuant to a Net Branch Agreement. A finalized Standard MDC Net
         Branch Agreement shall be attached hereto as Exhibit A (the "Net Branch
         Agreement") within sixty (60) days from the effective date of this
         Agreement.

         1.3.     PROMOTION/MARKETING

                  BuildNet shall use commercially reasonable efforts to develop
         and implement a sales staff to promote the MDC ABA Programs. BuildNet
         shall provide a detailed budget and marketing plan, attached as
         Schedule 1, (the "Schedule 1 Plan") outlining the commitment of
         BuildNet to effectuate a national sales effort to promote the sale of
         the ABA Programs. Notwithstanding the previous sentence, in the event
         the Schedule 1 Plan is not completed before signing the Agreement, it
         shall be provided to MDC for its written approval within sixty (60)
         days of the effective date hereof; in the event the Schedule 1 Plan is
         not approved by MDC, MDC shall give BuildNet thirty (30) days written
         notice of disapproval setting forth in reasonable detail the reasons
         for disapproval (the "MDC Objection"). In the event the Schedule 1 Plan
         is not amended by BuildNet in conformity with the Objection, either
         party shall have the right to terminate this Agreement upon thirty (30)
         days written notice of the date of the MDC Objection. Moreover, at any
         time during the Term, either party shall have the right to propose a
         reasonable modification to the Schedule 1 Plan and such modification
         may not be unreasonably denied by such other party. The Schedule 1 Plan
         shall include, but not be limited to, the following

                  a.       A marketing strategy overview; and

                  b.       Completed marketing materials describing the three
                           ABA Program models for distribution to the sales
                           staff; and

                  c.       Creation of a sales incentive program for the
                           BuildNet sales force; and

                  d.       Scheduling of trade show exhibits for the year 2000;
                           and

                  e.       Completed builder launch kit for each ABA Program
                           model; and

                  f.       BuildNet sales staffing estimates.

         1.4.     TERM

                  The Term of this Agreement shall commence as of the date set
         forth above and end on the last day of the twenty-fourth (24th)
         calendar month following the month in which the ABA Site becomes active
         (the "Deployment Date") subject to renewal as follows: The Term shall
         automatically be extended for additional consecutive twelve month (12)
         renewal periods (each a "Renewal Term") unless, (i) either party
         provides written notice to the other party at least thirty (30) days
         prior to expiration of the Term, or



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         any renewal thereof, of its desire not to renew or (ii) at MDC's sole
         discretion if BuildNet fails to meet such performance criteria as set
         forth in Section 1.4(a), and 1.4(b) herein so long as MDC has not
         contributed in any way to BuildNet's failure to meet said performance
         criteria as further described in Section 1.4.3. Any reference herein to
         the "Term" shall include each Renewal Term. This Agreement may be
         terminated upon mutual agreement of the parties or upon a material
         breach by either party not cured within the time set forth in Section
         5.13 Notwithstanding termination of this Agreement by MDC for reasons
         other than for breach of contract, BuildNet shall be entitled to
         compensation at the rates provided herein (or in such Net Branch
         Agreements that may be executed pursuant to this Agreement and which
         may remain in place in spite of the termination of this Agreement) for
         all transactions, as hereinafter defined, in process.

                  a.       During the first twelve months from the Deployment
                           Date ("First Year"), BuildNet shall establish or have
                           a signed letter of intent (LOI) with a minimum of [*]
                           Net Branches between residential home builders and
                           MDC using the attached Net Branch Agreement or LOI.
                           In addition, MDC shall receive a minimum of [*], as
                           hereinafter defined, in the First Year from any
                           combination of Net Branches established by BuildNet
                           under the terms of this Agreement. For purposes of
                           this Agreement, the term [*].

                  b.       During the thirteenth (13th) through the
                           twenty-fourth (24th) month from the Deployment Date
                           ("Second Year"), BuildNet shall establish or have a
                           signed letter of intent (LOI) with a minimum of [*]
                           Net Branches between residential home builders and
                           MDC using the attached Net Branch Agreement or LOI.
                           In addition, MDC shall receive a minimum of [*] in
                           the Second Year from any combination of Net Branches
                           established by BuildNet under the terms of this
                           Agreement.

                  c.       MDC recognizes that the commitments made in Sections
                           1.4(a) and 1.4(b), above are contingent upon not only
                           BuildNet's performance under this Agreement, but also
                           upon MDC's delivery of basic fulfillment products and
                           services including, but not limited to customer
                           services, web site accessibility, and competitive
                           products and pricing.

                  d.       Should this Agreement be terminated, MDC agrees that
                           the obligations it has through any Net Branch
                           Agreement shall remain in full force and effect for
                           the term of said Net Branch Agreement. BuildNet shall
                           have, after any termination, the sole discretion to
                           select another provider of services similar to that
                           of MDC for any Net Branch Agreements entered into
                           hereunder. Upon implementation of such a provider,
                           MDC's obligations to any Net Branch shall cease other
                           than for outstanding loan and application
                           commitments.


Portions of this exhibit marked by [*] have been omitted pursuant to a request
for confidential treatment.

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                           MDC shall provide reasonable assistance in
                           transitioning Net Branches to the new provider.


         1.5.     EXCLUSIVITY AND NON COMPETE.

                  a.       Except as to existing clients of MDC as set forth on
                           Exhibit B, BuildNet shall have the exclusive right to
                           market, advertise and promote MDC's ABA Programs and
                           MDC Products to Homebuilders, and, accordingly, for
                           the term hereof, BuildNet will not market, advertise,
                           promote or offer residential mortgage products of any
                           mortgage lenders, other than those of MDC, to
                           Homebuilders. Notwithstanding the foregoing, BuildNet
                           may market, promote and advertise General Electric's
                           mortgage products and services to any party including
                           Homebuilders. Notwithstanding the foregoing, MDC
                           clients listed on Exhibit B, who [*] in BuildNet
                           after execution of this Agreement will automatically
                           be removed from Exhibit B. Homebuilder is a natural
                           person or legal entity licensed by all applicable
                           federal, state and local government authority and
                           whose principal business is to construct new homes
                           for sale to the public in the United States.

                  b.       In the event that a Homebuilder desires to purchase
                           from MDC any residential mortgage services offered by
                           MDC including but not limited to (i) mortgage banking
                           services such as originating, processing,
                           underwriting, closing, funding and selling loans, or
                           (ii) the development, marketing, sale and operating
                           of Web Sites for consumers to obtain residential
                           loans or (iii) the development, marketing, sale and
                           operation of private label web sites or (iv) net
                           branch operations, point of sale kiosks and rapid
                           response centers or any other internet technology
                           related services, which services are hereinafter
                           collectively referred to as "Other Services" and in
                           the event such Other Services are not available
                           through the (i) the ABA Programs or (ii) a program
                           jointly developed by BuildNet and MDC that in
                           BuildNet's reasonable sole discretion meets the
                           requirements of such Homebuilder, MDC may offer such
                           services to any such Homebuilder notwithstanding the
                           Exclusivity and Non Compete provisions set forth
                           above.

                  c.       For the term of this Agreement, MDC shall not enter
                           into any agreements with any entity that is a
                           competitor of BuildNet, as hereinafter defined (the
                           "BuildNet Competitors"), to provide the ABA Programs
                           or MDC Products.. BuildNet shall provide to MDC an
                           initial list, which may be amended from time to time,
                           of all BuildNet Competitors and such list shall be
                           set forth on Exhibit C and made a part of this
                           Agreement. Notwithstanding the foregoing, MDC shall
                           use its best efforts to identify potential MDC
                           clients, not on the list in Exhibit C, who may also
                           be competitors of BuildNet and seek BuildNet approval
                           before entering into an agreement with said client to
                           provide the ABA Programs or MDC Products offered
                           hereunder. For purposes of this Agreement, the term "
                           BuildNet Competitor" shall mean (i) a Homebuilder
                           that offers mortgage services to its clients, other
                           than those excluded pursuant


Portions of this exhibit marked by [*] have been omitted pursuant to a request
for confidential treatment.

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                           to Section 1.5(a) and Exhibit B, or (ii) an entity
                           which offers back office administrative or
                           transaction processing software for Homebuilders with
                           the same or similar functionality as the proprietary
                           software of BuildNet which includes, but is not
                           limited to, purchase ordering, invoicing, scheduling
                           and job costing in connection with the construction
                           of homes, or (iii) any person or entity, which is not
                           a Homebuilder, which over the previous three fiscal
                           years has obtained more than 25% of its total
                           mortgage revenues through leads generated from
                           Homebuilders as demonstrated by audited or if
                           unavailable, unaudited financial statements.

                  d.       Notwithstanding anything contained herein to the
                           contrary, nothing contained herein shall limit the
                           right of MDC to enter into any agreement to provide
                           any services or products, including the services and
                           products offered hereunder to any person or entity,
                           which is not a Homebuilder, which over the previous
                           three fiscal years has obtained no more than 25% of
                           its total mortgage revenues through leads generated
                           from Homebuilders as demonstrated by audited or if
                           unavailable, unaudited financial statements. In
                           addition, MDC shall have the right to enter into an
                           agreement with any party including a BuildNet
                           Competitor relating solely to the sale of debt or
                           equity securities of MDC.

         1.6.     MDC MORTGAGE PRODUCTS AND PRICING

                  MDC shall have the right to decide which residential mortgage
         products it will offer to Net Branches , and has sole discretion to
         approve or reject any credit applications it receives, and to determine
         the criteria on which these decisions will be based. MDC shall set the
         pricing and lender fees of the MDC Products on the ABA Site equal to
         those offered to MDC retail loan originators working in similar
         environments (e.g. located on the premises of a homebuilder or
         Realtor). Such pricing may be adjusted in writing by mutual agreement
         of the parties from time to time. Notwithstanding the foregoing, MDC
         agrees to cooperate and confer as may be reasonably requested by
         BuildNet regarding mortgage product selection.

         1.7.     MDC ABA SITE DEVELOPMENT, HOSTING AND MAINTENANCE

                  MDC shall create, host and maintain the ABA Site. The parties
         agree that the information and data contained on the ABA Site pages
         shall be physically located on a web server owned and/or operated by
         MDC. MDC agrees to host and maintain the ABA Site pursuant to the
         standards set forth in Exhibit D. MDC and BuildNet will confer and
         mutually agree on ABA Site page design, provided that such pages shall
         be consistent with the MDC Site design, navigation and look and feel.
         MDC shall incorporate some or all of BuildNet Materials, as well as any
         other text, graphics, animation, scripts or other materials deemed
         necessary or desirable by both parties. BuildNet may request that MDC
         modify the design of the ABA Site pages. MDC shall respond to such
         reasonable requests to improve, change or alter the ABA Site and
         provide time frames in which such requests will be completed. MDC shall
         not unreasonably reject any such request by BuildNet to modify the
         design of the ABA Site pages. Any additional customization of



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         the ABA Site, pursuant to a written work order signed by BuildNet,
         shall be billed to BuildNet by MDC at a rate of [*].

                  a.       Site identification and workflow. The home page of
                           the ABA Site shall reference BuildNet or the
                           homebuilder as the provider of the site.

                  b.       NET BRANCHES: During the application process,
                           Consumers will be notified on the site and in writing
                           that the lender for the ABA site is First Mortgage
                           Network, a trade name used by MDC to conduct its
                           mortgage business and the entity that has been
                           selected to provide application, processing,
                           underwriting and closing services for BuildNet
                           Consumers. Customer service and loan processing for
                           loan applications originated on the ABA Site shall be
                           conducted under the name of First Mortgage Network.
                           Phone calls fielded from the 800 number featured on
                           the ABA Site shall be answered "BuildNet Financial,
                           First Mortgage Network." Final closing documents,
                           including but not limited to the Note and Deed of
                           Trust, shall identify the lender as "mortgage.com,
                           inc. dba First Mortgage Network." Consumers will be
                           required to sign an Affiliated Business Arrangement
                           disclosure as mandated by the Real Estate Settlement
                           Procedures Act (RESPA) which indicates that the
                           homebuilder will receive a financial benefit as a
                           result of the Consumer using the Net Branch's
                           services to obtain a mortgage. MDC reserves the right
                           to modify the ABA Site identification and workflow
                           described in this paragraph as may be required from
                           time to time by state or federal licensing and
                           regulatory requirements.

         1.8.     MAINTENANCE

                  Information maintained on the ABA Site pages shall be updated
         on a regular basis to reflect the changes in functionality exhibited on
         the MDC Site. The ABA Site shall contain functionality to originate
         prime credit loans (defined as conforming to either Fannie Mae/Freddie
         MAC, underwriting guidelines or jumbo or portfolio loans to non-agency
         guidelines), sub-prime credit loans (defined as not conforming to
         Fannie Mae or Federal Home Loan Mortgage Corporation underwriting
         guidelines) and home equity lines of credit. MDC shall update and
         maintain the ABA Site for all non-routine material modifications,
         including, but not limited to, upgrades, changes to underlying source
         code, web server maintenance, and debugging. BuildNet shall have the
         right to perform minor and routine weekly ABA Site maintenance. MDC
         shall train BuildNet personnel to perform such maintenance and MDC
         shall provide remote access to the ABA Site to allow BuildNet to
         perform such services.

         1.9.     CUSTOMER SERVICE & TECHNICAL SUPPORT INQUIRIES.

                  All customer service or technical support inquiries shall be
         directed to an email address and phone numbers specified by MDC, and
         MDC shall respond to all associated first-line customer service and
         technical support inquiries from Consumers. MDC shall provide such
         technical support at service levels in accordance with its standard
         policies and procedures, as set forth in Exhibit E, but shall provide
         support not less than an


Portions of this exhibit marked by [*] have been omitted pursuant to a request
for confidential treatment.


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         amount that is commercially reasonable and customary in the industry.
         Both parties will assign content project managers to manage the
         development and maintenance, which results from the execution of this
         Agreement.

         1.10.    BUILDNET PERMISSIONS

                  BuildNet authorizes MDC to refer in MDC's advertising and
         promotion to the fact that the ABA Site was developed and hosted by
         MDC, provided that any such statement (a) does not include any
         trademarks, service marks, design marks, symbols and/or other indicia
         of origin of BuildNet other than the name of BuildNet except as
         provided in the BuildNet Materials herein; and (b) does not disparage
         BuildNet, its products, services or affiliates. Within sixty (60) days
         from the date of this Agreement, MDC shall shall transfer the domain
         name registration rights to the domain names, www.Bldnetfin.com and
         www.Buildnetfin.com to BuildNet and such addresses shall then be
         considered part of the BuildNet Materials. BuildNet hereby grants to
         MDC, its affiliates and agents the nonexclusive, nontransferable,
         non-assignable (except as provided in Section 5.1) right during the
         Term to use (i.e., to copy, transmit, distribute, display and perform
         both privately and publicly) BuildNet's name, the name of the BuildNet
         web sites (including www.BuildnetFinancial.com,
         www.BuildnetFinancial.org and www.BuildnetFinancial.net), and other
         related textual and graphic material that are provided by BuildNet to
         MDC for the express purpose of inclusion on any ABA Site. All use of
         the BuildNet Materials hereunder shall inure to the benefit of BuildNet
         and shall not create any rights, title or interest in them for MDC. No
         other use of BuildNet's names, trademarks, services marks, design
         marks, symbols and/or other indicia of origin will be made by MDC for
         any purpose without the prior written approval of BuildNet. As between
         MDC and BuildNet, BuildNet owns and shall continue to own, exclusively,
         all right, title and interest (including, without limitation, all
         rights provided under the law of copyright and trademark) in and to the
         BuildNet Materials and all names, trademarks, service marks, URL
         addresses, design marks, symbols and/or indicia of origin therein
         throughout the world and in perpetuity, subject to the permissions
         granted in this Agreement. MDC agrees that any use of the BuildNet
         Materials, by MDC shall be subject to review and approval in advance by
         BuildNet. BuildNet shall retain the right, in its sole discretion, to
         demand immediate modification, revision or cessation of the use of
         BuildNet Materials in the event that BuildNet determines that the
         BuildNet Materials are being used improperly. Without limiting the
         generality of the foregoing, MDC shall not use BuildNet Materials in a
         manner that BuildNet determines to be inappropriate or unacceptable.

2.       FEES

         2.1.     TRANSACTIONS

                  The fees payable to MDC by the Consumer for processing,
         underwriting and closing a mortgage loan transaction shall total [*],
         not including any third party fees, appraisal fees, or credit reporting
         fees. In addition, the Net Branch shall pay BuildNet a management fee.
         BuildNet shall then pay MDC a fee of [*] as a Membership Fee for the
         technology services provided pursuant to the Net Branch



Portions of this exhibit marked by [*] have been omitted pursuant to a request
for confidential treatment.


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         Agreements, (i) MDC shall be responsible for any salary and commissions
         payable to Net Branch employees and (ii) the Net Branch Manager will
         retain any origination fee that it negotiates with a Consumer as part
         of its revenue, and the Net Branch Manager shall earn any Net Branch
         profits as more particularly described in the Net Branch Agreement in
         Exhibit A. Such fees may be amended from time to time as mutually
         agreed to in writing by both parties.

         2.2.     ABA SITE DEVELOPMENT AND FEE

                  BuildNet agrees to pay MDC a fee of [*] for the development of
         the ABA Site ("ABA Site Fee"). It is acknowledged by both parties that
         BuildNet has already paid (50%) of the ABA Site Fee payable and due
         hereunder. The ABA Site Fee shall cover the development of the initial
         ABA Site. Upon notification of the completion of the initial ABA Site,
         (as defined herein), the balance of the ABA Site Fee shall become due
         and payable. Each ABA Site developed for a new Net Branch ("Subsequent
         Sites") shall follow the same template as and be substantially similar
         to the initial ABA Site. For the purpose of this section "completion"
         shall mean development of the ABA Site by MDC which is sufficient for
         the conduct of business contemplated under this Agreement. The fee
         payable by BuildNet to MDC for evaluating and approving a new Net
         Branch and developing a Subsequent Site for that entity shall be [*]
         per site. Any material modifications requested in writing by BuildNet
         other than name and logo shall be billed by MDC to BuildNet at a rate
         of [*].

         2.3.     ABA SITE HOSTING FEE

                  BuildNet agrees that beginning with the first month following
         the Deployment Date of the initial ABA Site, it shall pay MDC a web
         site hosting fee ("Hosting Fee") in the sum of [*] for the Term hereof.
         There shall be no hosting fee for any Subsequent Site developed under
         the terms of this Agreement.

         2.4.     AUDITING

                  Either party shall have the right, at its expense, upon thirty
         (30) business days written notice and during the other party's normal
         business hours, to inspect and audit the site logs of the ABA Site or
         the directly relevant books and records of the other party for the
         purpose of verifying the performance, any reports, information or
         payments due under this Agreement. Any such audit shall be conducted by
         a firm of independent certified public accountants reasonably
         acceptable to the other party. In the event any shortfall in payment to
         either party is found which exceeds five percent (5%) of the total due
         under this Agreement for the reporting period audited, the party
         asserting such shortfall shall be reimbursed by the other party for the
         reasonable costs incurred while conducting such audit. plus all amounts
         then due plus interest at Prime.

         2.5.     REPORTING AND PAYMENTS

                  Within fifteen (15) days following the close of each calendar
         month during the Term, each party shall pay the other all amounts due
         for such previous month and shall



Portions of this exhibit marked by [*] have been omitted pursuant to a request
for confidential treatment.


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         submit with payment a statement providing in reasonable detail the
         basis for such payment. BuildNet shall report to MDC, on a regular
         basis, regarding the progress of its online advertising campaign and
         promotional efforts.

         2.6.     TRACKING

                  MDC shall track all visitors to the co-branded sites using the
         unique URL associated with each site, as is currently done on all MDC
         sites. Additional levels of tracking can be accomplished using "sender
         codes", which are also currently in use on all MDC sites. MDC shall
         cooperate reasonably with BuildNet to identify feasible, lawful,
         available alternate means to identify users if the current methods used
         for this purpose do not reliably identify and track the source of
         consumer traffic to the sites. Notwithstanding the foregoing, MDC shall
         separately track and report all electronic mail leads generated by the
         BuildNet inquiry forms.

                  a.       Within 30 days of execution of this Agreement, MDC
                           shall provide for review and approval a detailed
                           description of the tracking methodology and
                           technology used under this Section. If deficiencies
                           are found by BuildNet in the methodology and
                           technology, MDC shall make reasonable efforts to
                           correct the deficiencies and shall submit for
                           BuildNet's review the corrective measures taken.

                  b.       BuildNet shall have the right to periodically review
                           on 15 days notice MDC's tracking methodology and
                           technology. This review shall take place no more
                           frequently than semi-annually or upon reasonable
                           belief that the tracking technology or methodology is
                           flawed or not functioning correctly.

                  c.       MDC shall notify BuildNet of any change in the
                           tracking methodology or technology used under this
                           Section at least fifteen (15) business days before
                           such change is made. BuildNet shall have the right of
                           prior approval for any change that it reasonably
                           believes shall impair the obligations of tracking
                           under this Section.


3.       CONFIDENTIAL INFORMATION

         3.1.     DEFINITION

                  As used herein, "Confidential Information" shall mean all oral
         or written information, of whatever kind and in whatever form, relating
         to past, present or future products, software, research, development,
         inventions, processes, techniques, designs or other technical
         information and date, and marketing plans (including such information
         of third parties that a party hereto is obligated to hold as
         confidential), provided that such information has been reasonably
         identified as or could be reasonably considered to be proprietary or
         confidential, that either party (a) may have received prior to the date
         of this Agreement, whether directly from the other or indirectly from
         third parties, or (b) may receive hereunder from the other. The terms
         of this Agreement shall be deemed Confidential Information.



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         3.2.     OBLIGATION

                  Each party agrees that, with respect to its receipt of
         Confidential Information of the other party it shall:

                  a.       use the same care and discretion to prevent
                           disclosure of such Confidential Information as it
                           uses with similar Confidential Information of its own
                           that it does not desire to disclose but in no even
                           with less than a reasonable degree of care;

                  b.       accept such Confidential Information and use such
                           Confidential Information only for the purposes
                           permitted hereunder; and

                  c.       restrict disclosure of Confidential Information
                           solely to those of its employees and agents who have
                           a need to know and are obligated not to disclose such
                           Confidential Information to any third parties.

         3.3.     EXCEPTIONS

                  The restrictions of Section 3.2 shall not apply to information
         that:

                  a.       is or hereafter becomes part of the public domain
                           through no wrongful act, fault or negligence on the
                           part of the recipient;

                  b.       the recipient can reasonably demonstrate, is already
                           in its possession and not subject to an existing
                           agreement of confidentiality;

                  c.       is received from a third party without restriction
                           and without breach of this Agreement;

                  d.       was independently developed by the recipient as
                           evidenced by its records; or

                  e.       recipient is required to disclose pursuant to a valid
                           order of a court or other governmental body;
                           provided, however, that the recipient shall first
                           have given notice to the disclosing party and shall
                           give the disclosing party a reasonable opportunity of
                           at least 10 days to interpose an objection or obtain
                           a protective order requiring that the confidential
                           Information so disclosed be used only for the
                           purposes for which the order was issued.

         3.4.     RETURN

                  All notes, data, reference manuals, sketches, drawings,
         memoranda, electronic media, records in any way incorporating or
         reflecting any Confidential Information of the disclosing party and all
         proprietary rights therein shall belong exclusivity to such disclosing
         party and the recipient agrees to return all copies of such materials
         to the disclosing party immediately upon request or upon termination or
         expiration of this Agreement.



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         3.5.     CONSUMER CREDIT INFORMATION

                  MDC hereby agrees that all information, excluding Social
         Security Numbers and credit reports, provided by Consumers who access a
         mortgage.com web site or similar mortgage.com services either from (i)
         a BuildNet owned or operated web site or (ii) a BuildNet software
         product, shall be the sole and exclusive property of BuildNet (the
         "BuildNet Consumer Information"). Without limiting the foregoing,
         "BuildNet Consumer Information" shall include both completed
         applications and incomplete applications and/or web site hit and use
         information. MDC agrees that it shall not use the BuildNet Consumer
         Information for any purpose, except as permitted in the limited license
         granted by this Section, or disclose such information to any third
         party. BuildNet agrees that it shall use the BuildNet Consumer
         Information only for purposes that are consistent with the BuildNet
         Privacy policy, as it may be amended from time to time in the sole
         discretion of BuildNet. BuildNet hereby grants to MDC a limited license
         to use the BuildNet Consumer Information for the sole purpose of
         performing its services under this Agreement. MDC shall supply BuildNet
         with the BuildNet Consumer Information on a monthly basis or more
         frequently as agreed to between the parties. Both parties agree to
         comply with all State and Federal laws governing the confidentiality of
         consumer credit information and to maintain confidentiality of this
         information. It is mutually agreed and understood that BuildNet under
         this Agreement is not a lender or engaged in any way in lending
         activities, and is solely promoting and advertising MDC's Products to
         Consumers. MDC will comply with all applicable Federal and State laws,
         including legal requirements for disclosures, notices and reporting.

4.       LIABILITY

         4.1.     PRODUCT RESPONSIBILITY

                  MDC and BuildNet acknowledge that neither advocates or
         endorses the purchase or the use of any of the products or services
         offered by the other through their respective World Wide Web sites or
         otherwise, nor do they guaranty the quality, fitness or results of any
         such products or their compliance with any law or regulation.

         4.2.     REPRESENTATIONS AND WARRANTIES OF MDC

                  MDC represents and warrants that: (a) MDC has the right to
         enter into this Agreement and to grant the rights and licenses granted
         herein; (b) the ABA Site and the reproduction, distribution,
         transmission, public performance and public display of the MDC Material
         in connection with the ABA Site do not and will not (i) invade the
         right of privacy or publicity of any third person, (ii) contain any
         libelous, obscene, indecent or otherwise unlawful material, or (iii)
         infringe any patent, copyright or trademark right in any jurisdiction,
         or (iv) contravene any other rights of any third person; (c) MDC has
         received no notice of such invasion, violation or infringement of
         rights; except that the representations and warranties in subsections
         (b) and (c) above shall not apply to User Content or Product



                                       11
<PAGE>   12

         Content. Instead, MDC agrees that it shall use commercially reasonable
         efforts to monitor and edit such User Content and Product Content and
         shall use commercially reasonable efforts to promptly remove any User
         Content and Product Content from the ABA Site which fails to conform
         with the warranties and representations in subjection (b) above. "User
         Content" means content uploaded by parties other than MDC; "Product
         Content" means content contained in products sold by parties other than
         MDC. MDC shall provide commercially reasonable customer service to
         consumers in connection with the BuildNet site, subject to the cure
         provisions set forth in Section 5.13.

         4.3.     REPRESENTATIONS AND WARRANTIES OF BUILDNET

                  BuildNet represents and warrants that: (a) BuildNet has the
         right to enter into this Agreement and to grant the rights and licenses
         granted herein; (b) the use of BuildNet Materials as permitted herein
         do not and will not (i) invade the right of privacy or publicity of any
         third person, (ii) contain any libelous, obscene, indecent or otherwise
         unlawful material, or (iii) infringe any patent, copyright or trademark
         right in any jurisdiction; or (iv) contravene any other rights of any
         third person; and (c) BuildNet has received no notice of such invasion,
         violation or infringement of rights.

         4.4.     BREACH OF REPRESENTATION, WARRANTY OR COVENANT AND
                  INDEMNIFICATION

                  Each party to this Agreement shall defend, indemnify and hold
         harmless the other party and each of its officers, directors, employees
         and agents (each, an "Indemnitee") against and in respect of any loss,
         debt, liability, damage, obligation, claim, demand, judgment or
         settlement of any nature or kind, known or unknown, liquidated or
         unliquidated, including without limitation all reasonable costs and
         expenses incurred (legal, accounting or otherwise) (collectively
         "Damages") arising out of, resulting from or based upon any claim,
         action or proceeding by any third party alleging facts or circumstances
         constituting a breach of the representations and warranties of this
         Section 4 made by such indemnifying party (the "Indemnifying Party").

         4.5.     PROCEDURES FOR INDEMNIFICATION

                  Whenever a claim shall arise for indemnification under this
         Section 4, the relevant Indemnities, as appropriate, shall promptly
         notify the Indemnifying Party and request the Indemnifying Party to
         defend the same. Failure to so notify the Indemnifying Party shall not
         relieve the Indemnifying Party of any liability which the Indemnifying
         Party might have, except to the extent that such failure prejudices the
         Indemnifying Party's ability to defend such claim. The Indemnifying
         Party shall have the right to defend against such liability or
         assertion in which event the Indemnifying Party shall give written
         notice to the relevant Indemnities of acceptance of the defense of such
         claim and the identity of counsel selected by the Indemnifying Party.
         Such notice of the relevant Indemnities shall give the Indemnifying
         Party full authority to defend, adjust, compromise or settle such
         action, suit, proceeding or demand with respect to which such notice
         shall have been given, except to the extent that any compromise or
         settlement shall affect any rights of any Indemnitee, which settlement
         or compromise shall be subject to the prior approval of the Indemnitee.
         With respect to any defense accepted by the Indemnifying Party, the
         relevant Indemnities shall be entitled to participate with the
         Indemnifying Party in such defense if the action or claim requests
         equitable relief or other relief that could affect the



                                       12
<PAGE>   13

         rights of the Indemnity and also shall be entitled to employ separate
         counsel for such defense at such Indemnities expense. In the event the
         Indemnifying Party does not accept the defense of any indemnified claim
         as provided above, the relevant Indemnities shall have the right to
         employ counsel for such defense at the expense of the Indemnifying
         Party. Each party agrees to cooperate and to cause its employees and
         agents to cooperate with then other party in the defense of any such
         action and the relevant records of each party shall be available to the
         other party with respect to any such defense.

         4.6.     RISK ALLOCATION

                  NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY
         PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY'S RIGHTS) FOR
         INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY
         DAMAGES OF ANY KIND - INCLUDING LOST REVENUES OR PROFITS, LOSS OF
         BUSINESS OR LOSS OF DATA - ARISING OUT OF THIS AGREEMENT (INCLUDING
         WITHOUT LIMITATION AS A RESULT OF ANY BREACH OF ANY WARRANTY OR OTHER
         TERM OF THIS AGREEMENT), REGARDLESS OF WHETHER THE PARTY LIABLE OR
         ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW
         OF THE POSSIBILITY THEREOF.

         4.7.     ACKNOWLEDGEMENT OF NO WARRANTY

                  EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY WARRANTS
         THAT THEIR RESPECTIVE WEB SITES OR THE ABA SITE WILL PERFORM IN THE
         MANNER EXPECTED OR WITHOUT INTERRUPTION, ERROR OR DEFECT OR THAT ANY
         REVENUE TO EITHER PARTY WILL RESULT FROM THE ACTIVITIES CONTEMPLATED BY
         THIS AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
         NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,
         INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
         PURPOSE OR WARRANTIES AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY
         RIGHTS NOT SPECIFICALLY ENUMERATED.

         4.8.     LIMITATION OF LIABILITY

                  Each party's liability to the other party for any and all
         claims and damages incurred by such party relating to or arising out of
         the subject matter of this Agreement, whether in contract, tort,
         implied warranty, strict liability or other form of action, except for
         claims for violations of a party's intellectual property rights, and
         any right of indemnity provided herein, shall be limited to the greater
         of (x) the amounts paid by MDC to BuildNet pursuant to this Agreement
         for the preceding six (6) months or (y) one thousand dollars. BuildNet
         and MDC each acknowledge that the provisions of this Agreement were
         negotiated to reflect an informed, voluntary allocation between them of
         all risks (both known and unknown) associated with the transactions
         associated with this Agreement. The warranty disclaimers and
         limitations in this Agreement are intended to limit the circumstances
         of liability. The remedy limitations, and the limitations of



                                       13
<PAGE>   14

         liability, are separately intended to limit the forms of relief
         available to the parties. The provisions of this Section 4.8 shall be
         enforceable independent and severable from any other enforceable or
         unenforceable provision of this Agreement.

5.       MISCELLANEOUS PROVISIONS

         5.1.     ASSIGNMENT AND CHANGE IN CONTROL

                  Except as otherwise provided herein, neither MDC nor BuildNet
         may assign this Agreement or any of its rights or delegate any of its
         duties under this Agreement without prior written consent of the other,
         which consent shall not be unreasonably withheld. . In the event of a
         Change in Control of either party , the other party has the right to
         terminate this Agreement upon thirty (30) days' notice from the date of
         the Change of Control . A "CHANGE OF CONTROL" means any: (a) sale of
         all or substantially all assets either party ; (b) merger,
         reorganization or consolidation pursuant to which the stockholders or
         successor of either party immediately prior to such merger,
         reorganization or consolidation: (i) hold less than 50% of the voting
         power of the surviving company following the merger, reorganization or
         consolidation, or (ii) in the event that the securities of an
         affiliated entity are issued to the stockholders in the transaction in
         exchange for their shares, hold less than 50% of the voting power of
         such affiliated entity.

         5.2.     COUNTERPARTS

                  This Agreement may be executed in multiple counterparts, each
         of which shall be deemed an original and all of which together shall be
         deemed the same Agreement.

         5.3.     GOVERNING LAW

                  This Agreement, its interpretation, performance or any breach
         thereof, shall be construed in accordance with, and all questions with
         respect thereto shall be determined by, internal, substantive laws in
         the State of North Carolina and the venue for any lawsuit, action or
         arbitration under this Agreement shall be the courts of Wake County,
         North Carolina. If either party employs attorneys to enforce any right
         arising out of or relating to this Agreement, the prevailing party
         shall be entitled to recover reasonable attorneys' fees, in
         arbitration, litigation, or otherwise.

         5.4.     HEADINGS

                  Section headings are for convenience only and are not a part
         of the Agreement.

         5.5.     INDEPENDENT CONTRACTORS

                  MDC and BuildNet are independent contractors under this
         Agreement, and nothing herein shall be construed to create a
         partnership, joint venture or agency relationship between MDC. Neither
         party has the authority to enter into agreements of any kind on behalf
         of the other party.



                                       14
<PAGE>   15

         5.6.     INTEGRATION

                  This Agreement contains the entire understanding of the
         parties hereto with respect to the transactions and matters
         contemplated hereby, supersedes all previous agreements between
         BuildNet and MDC concerning the subject matter, and cannot be amended
         except by a writing signed by both parties.

         5.7.     NO RELIANCE

                  No party hereto has relied on any statement, representation or
         promise of any other party or with any other officer, agent, employee
         or attorney for the other party in executing this Agreement except as
         expressly stated herein.

         5.8.     NOTICE

                  All notices, demands and other communications hereunder shall
         be in writing or by written telecommunications, and shall be deemed to
         have been duly given: (i) if mailed by certified mail, postage prepaid,
         on the date five (5) days from the date of mailing, (ii) if delivered
         by overnight courier, when received by the addressee or (iii) if sent
         by confirmed telecommunication, one business day following receipt by
         the addressee at the following address:

         If to BuildNet:

              Barry Drayson
              Chairman
              BuildNet Financial Services, Inc.
              4813 Emperor Boulevard, Suite 103
              Durham, NC 27703

         With copy to:

              Mike Atwood
              President
              BuildNet, Inc.
              4813 Emperor Boulevard, Suite 103
              Durham, NC 27703

         If to MDC:

              Mr. John Hogan
              Senior Executive Vice President
              mortgage.com, inc.
              983 University Avenue, Building D
              Los Gatos, CA 95032



                                       15
<PAGE>   16

         With copy to:

              Mr. Michael Brenner
              General Counsel
              mortgage.com, inc.
              8751 Broward Boulevard, 5th Floor
              Plantation, FL 33324

         or such other address as either party may specify by notice given in
         writing.

         5.9.     PRESUMPTIONS

                  In resolving any dispute or construing any provision
         hereunder, there shall be no presumptions made or inferences drawn (i)
         because the attorneys for one of the parties drafted the agreement,
         (ii) because of the drafting history of the agreement; or (iii) because
         of the inclusion of a provision not contained in a prior draft, or the
         deletion of a provision contained in a prior draft.

         5.10.    SEVERABILITY

                  In the event any provision of this Agreement shall for any
         reason be held to be invalid, illegal or enforceable in any respect,
         the remaining provisions shall remain in full force and effect.

         5.11.    SURVIVAL

                  The provisions of Section 3 and 4 shall survive termination or
         expiration of this Agreement.

         5.12.    WAIVER

                  No waiver of any breach or any provision of this Agreement
         shall constitute a waiver of any prior, concurrent or subsequent breach
         of the same of any other provisions hereof, and no waiver shall be
         effective unless made in writing and signed by an authorized
         representative of the waiving party.

         5.13.    RIGHT TO CURE

                  In the event either party desires to assert any remedies for
         breach of this Agreement, the party desiring to assert such remedies
         shall give the other party thirty (30) days written notice and an
         opportunity to cure within ten (10) business days.

         5.14.    PUBLICITY

                  a.       Other than the rights granted in this Section,
                           nothing in this Agreement shall be construed to grant
                           any right or license to BuildNet in or to any content
                           or other material supplied by MDC other than the
                           right to use the content or material in the
                           marketing, promotion and advertising of the ABA Site.
                           BuildNet agrees that it will not, without the prior
                           written consent of MDC in



                                       16
<PAGE>   17

                           each instance: (i) use in advertising, publicity,
                           press release or otherwise the name of MDC, nor any
                           trade name, trademark, trade device, service mark,
                           symbol or any abbreviation, contraction or simulation
                           thereof owned by MDC; or (ii) represent, directly or
                           indirectly, that any product or any service provided
                           by BuildNet has been approved or endorsed by MDC.
                           Without in any way limiting the foregoing
                           restrictions, BuildNet may: (i) disclose the
                           existence of this Agreement for any purpose required
                           by law or for the purposes of financial reporting or
                           disclosure, including, without limitation, any
                           disclosure or reporting that may be reasonably
                           required to obtain equity financing; and (ii) list
                           MDC as a business partner of BuildNet on BuildNet's
                           internal and external customer lists.

                  b.       Other than the rights granted in this Section or
                           elsewhere in the Agreement, nothing in this Agreement
                           shall be construed to grant any right or license to
                           MDC in or to any content or other material supplied
                           by BuildNet other than the right to use the content
                           or material in the marketing, promotion and
                           advertising of the ABA Site. MDC agrees that it will
                           not, without the prior written consent of BuildNet in
                           each instance: (i) use in advertising, publicity,
                           press release or otherwise the name of BuildNet, nor
                           any trade name, trademark, trade device, service
                           mark, symbol or any abbreviation, contraction or
                           simulation thereof owned by BuildNet; or (ii)
                           represent, directly or indirectly, that any product
                           or any service provided by BuildNet has been approved
                           or endorsed by BuildNet. Without in any way limiting
                           the foregoing restrictions, MDC may: (i) disclose the
                           existence of this Agreement for any purpose required
                           by law or for the purposes of financial reporting or
                           disclosure, including, without limitation, any
                           disclosure or reporting that may be reasonably
                           required to obtain equity financing; and (ii) list
                           BuildNet as a business partner of BuildNet on
                           BuildNet's internal and external customer lists.



                                       17
<PAGE>   18

         IN WITNESS WHEREOF, the parties hereto caused their duly authorized
officers to execute this Agreement as of the date set forth above.

BuildNet Financial Services, Inc.


By: /s/ Barry Drayson
    ------------------------------------
Name: Barry Drayson
Title: Chairman



mortgage.com, inc.


By: /s/ Michael Brenner
    ------------------------------------
Name:  Michael Brenner
Title:  Executive Vice President



                                       18
<PAGE>   19


                      SCHEDULE 1 - BUILDNET MARKETING PLAN




                                       19
<PAGE>   20


                    EXHIBIT A - NET BRANCH MANAGER AGREEMENT



                                       20
<PAGE>   21

                             EXHIBIT B - MDC CLIENTS



[*]




Portions of this exhibit marked by [*] have been omitted pursuant to a request
for confidential treatment.











                                       21
<PAGE>   22


EXHIBIT C - BUILDNET COMPETITORS

o         [*]



Portions of this exhibit marked by [*] have been omitted pursuant to a request
for confidential treatment.



                                       22
<PAGE>   23


EXHIBIT D - WEB SITE HOSTING & MAINTENANCE STANDARDS

The following terms, when used in this Exhibit, shall have the following
meanings:

"DOWN TIME" shall mean any time that any Web Site is not in a Fully Functional
State for any reason or cause other than: (i) any force majeure events; (ii) the
scheduled services outages set forth below in Section 2(a)(iv)(1) of this
EXHIBIT D; and (iii) causes which are the fault of the builder or BuildNet.

"FULLY FUNCTIONAL STATE" shall mean that the Web Sites are: (i) available for
access and use by the builder and/or Consumers.

"WEB SITE(S)" shall mean any Web Site created by MDC for a builder under the
terms of an executed Net Branch Agreement, Co-Branded Web Site Agreement or
Marketing Agreement.

MDC shall provide to BuildNet the following hosting services described below for
the Web Sites (the "Hosting Services"):

1.       SUMMARY OF SERVICES

         MDC shall procure, provide, install and manage MDC owned Windows NT(R)
         web server(s) and all other equipment and telecommunications facilities
         unless otherwise agreed upon by the parties, on behalf of BuildNet at
         the MDC Service Center. This production server will house the Web
         Sites. MDC shall maintain sufficient server capacity and Internet
         connectivity throughout the Term to accommodate growth in user numbers
         and overall traffic levels to the Web Sites. MDC shall host and operate
         the Web Sites such that the users experience access times and time to
         retrieve full web pages that are substantially similar to the access
         times and time to retrieve full web pages by users visiting other sites
         hosted by MDC including, without limitation, www.mortgage.com.

2.       SERVICE MONITORING & MANAGEMENT

         (a)      MDC will perform continuous monitoring and management of each
                  Web Site to optimize availability of service. Included within
                  the scope of Service Monitoring & Management is the proactive
                  monitoring of the web servers and all service components of
                  the MDC's firewall for trouble on a 7 day by 24 hour basis,
                  and the expedient restoration of components when failures
                  occur within the time period set forth in "Service Outages"
                  below. MDC shall maintain redundancy in all key components
                  such that service outages are less likely to occur due to
                  individual component failures.

                  i.       Permissible Down Time

                           1.       In any month during the term of this
                                    Agreement, the Web Sites shall be in a Fully
                                    Functional State for no less than
                                    ninety-ninety nine and



                                       23
<PAGE>   24

                                    one half percent (99.5%) of the time; and
                                    shall experience no more than one half
                                    percent (.5%) Down Time (the "Permissible
                                    Down Time"). Permissible Down Time shall
                                    include any scheduled maintenance.

                           2.       If, during any given month of this
                                    Agreement, the Web Sites fail to remain in a
                                    Fully Functional State in accordance with
                                    2.i.1, above, then BuildNet shall be
                                    entitled and MDC shall remit to BuildNet the
                                    greater of (i) the monthly hosting fee paid
                                    by BuildNet for Web Site hosting divided by
                                    the number of days in the month or (ii) the
                                    monthly hosting fee broken down to an hourly
                                    basis times the number of hours that the
                                    system was down.

                           3.       If the Web Sites remain down for three
                                    consecutive twenty four (24) hour period or
                                    five total twenty four (24) hour periods
                                    (based upon the total number of hours of
                                    down time) during any given month, then
                                    BuildNet shall be entitled to consider MDC
                                    in breach of its hosting requirements and
                                    may seek termination of the Agreement.

                  ii.      Service Hours

                           MDC's Service Center is staffed 24 hours a day, 7
                  days a week, to support BuildNet's needs and make all
                  notifications to BuildNet required pursuant to this Exhibit D.
                  Automated monitoring tools alert service personnel of problems
                  on a 7 day by 24-hour basis.

                  iii.     Service Reliability

                           MDC protects all mission-critical equipment (e.g.,
                  routers, hubs, servers) in the MDC Service Center with
                  Uninterruptable Power Supplies (UPS) which are covered by a
                  service contract. Sufficient sparing levels are kept on-site
                  for all key equipment components. In addition, MDC has
                  implemented redundant servers for all key services, such as
                  routing, DNS and email gateways.

                  iv.      Service Outages

                           1.       Scheduled

                                    MDC scheduled outages must be notified to
                                    BuildNet at least 24 hours in advance, and
                                    shall last no longer than one hour and shall
                                    be scheduled between the hours of 1:00 a.m.
                                    and 5:00 a.m., Eastern Time). MDC may
                                    request extensions of scheduled down time
                                    above one (1) hour and such approval by
                                    BuildNet may not be unreasonably withheld.

                           2.       Unscheduled



                                       24
<PAGE>   25

                                    Unscheduled outages are caused by loss of
                                    connectivity to the Internet, or by failure
                                    of a MDC service. In cases where a
                                    destination is not available, or
                                    unacceptable service is reported, MDC will
                                    attempt to determine the source of the
                                    problem and report its findings to BuildNet.

         (b)      MDC will monitor "heartbeat" signals of all servers, routers
                  and leased lines, and HTTP availability of the web server, by
                  proactive probing at 30-second intervals 24 hours a day using
                  HP Openview as well as HP ManageX or the equivalent. If a
                  facility does not respond to a ping-like stimulus, it is
                  immediately checked again. A second failure will trigger
                  automatically a page to MDC's Service Center and selected
                  engineers, as well as generating a log entry. The Service
                  Center monitors this service 24 hours a day.

         (c)      When the Customer Service Center receives a "down" signal, or
                  otherwise has knowledge of a failure in the production server
                  or the application hardware, MDC personnel will:

                  i.       Confirm (or disconfirm) the outage by a direct check
                           of the facility;

                  ii.      If confirmed, take such action as may restore the
                           service in one hour or less, or, if determined to be
                           a telephone company problem, open a trouble ticket
                           with the telephone company carrier;

                  iii.     Notify the BuildNet Technical Administrator by
                           telephone or voicemail according to predefined
                           procedures that an outage has occurred, providing
                           such details as may be available, including the MDC
                           ticket number if appropriate and time of outage;

                  iv.      Work the problems until resolution, escalating to
                           management or to engineering as required;

                  v.       Notify the BuildNet Technical Administrator of final
                           resolution, along with any pertinent findings or
                           action taken, and requests concurrence to close the
                           ticket.

3.       BACK UPS

         a.       Back-Up Administration provides for both the regular back-up
                  of standard file systems, and the timely restoral of data from
                  a BuildNet request due to a site failure.

                  i.       Perform back-ups of file systems housed in the MDC
                           Service Center at One Paragon Drive, Suite 240,
                           Montvale, New Jersey;

                  ii.      Perform weekly full back-ups;

                  iii.     Perform daily incremental back-ups;

                  iv.      Send back-up tapes to secured, off-site storage
                           facilities with a 30 day rotation of tapes;

                  v.       Retain one back-up tape per month for one year ;



                                       25
<PAGE>   26

                  vi.      Fulfill restoral requests as directed by BuildNet due
                           to site failures. Restoral will be performed within
                           the interval of 2 to 4 hours dependent on the urgency
                           of the request, and the agreed upon location of the
                           desired tape.

                  vii.     If the hosting server or location is expected to be
                           down for more than 24 hours, the MDC will immediately
                           transfer appropriate back-up data and re-establish
                           all hosting operations in an appropriately
                           functioning secondary server or location.

4.       SECURITY

         a.       Monitoring

                  i.       MDC will

                           1.       Limit physical and electronic access to web
                                    servers ;

                           2.       Review security notifications and alerts
                                    relevant to the hosting platform (e.g.,
                                    vendor notifications of bugs, attacks,
                                    patches), and apply as appropriate to
                                    maintain the highest level of defense; and

         b.       Breaches

                  i.       In the event of an attack or threatened or suspected
                           breach of security against the Web Sites, MDC will
                           take whatever reasonable steps that are necessary to
                           halt such action, including taking the affected Web
                           Sites down. Down time due to external attacks shall
                           not count against "permissible down time". MDC will
                           immediately contact BuildNet's authorized contact to
                           discuss what measure to take. However, if time is
                           critical, action may be required before the contact
                           can be reached. MDC's actions will include:

                           1.       Confirm the threat;

                           2.       Deny access from the source of the attack;

                           3.       Investigate the extent of the damage, if
                                    any;

                           4.       Back-up the affected systems and those
                                    suspected to be affected;

                           5.       Strengthen defenses everywhere, not just the
                                    suspected path that the attacker used;

                           6.       Contact the ISP where the threat or attack
                                    originated and/or law enforcement to work
                                    with MDC's security team;

                           7.       Contact builder and BuildNet to inform them
                                    of the breach;

                           8.       Produce an Incident Report within 24 hours
                                    detailing MDC's findings and distribute the
                                    report to the client(s) affected; and

                           9.       Re-instate the denial of access after a set
                                    time period, but continue to monitor traffic
                                    from that source until risk of further
                                    attacks is deemed to be minimized.




                                       26
<PAGE>   27

                  ii.      BuildNet shall have the right to audit MDC security
                           procedures and actions taken as a result of a breach
                           of security. Such audit shall include review and
                           post-mortem analysis of MDC security precautions
                           taken as a result of the breach and on-site review if
                           necessary. BuildNet shall bear the costs associated
                           with any such security audit, except for routine
                           copying and postage as necessary for MDC to provide
                           the Incident Report and accompanying data on the
                           breach to BuildNet.


                                       27
<PAGE>   28

                      EXHIBIT E - CUSTOMER SERVICE STANDARD

The professionals at mortgage.com firmly believe in making you, our customer, a
top priority. As a valued customer, you have certain rights. Showing our respect
for your rights in all we do, mortgage.com ensures:

                   At mortgage.com, you can always count on your personal
                   mortgage consultant for fast, friendly service. You have the
                   right to receive a prompt response to your inquiry within 4
                   hours of your initial contact. You can also expect same-day
                   credit approvals ... simply submit your application to us by
                   5:00 PM no matter where you are in the country!

                   You have the right to privacy and confidentiality. When you
                   complete your loan application, your personal information is
                   protected using the latest encryption technology.

                   We respect your time. Provided that you allow us to use one
                   of our preferred service providers, we can guarantee your
                   right to close on or before your desired closing date, as
                   agreed to at the time you applied. Just be sure to return all
                   required documentation to us in a timely manner.

                   You have the right to expect that your closing costs will not
                   exceed those disclosed to you in your Good Faith Estimate,
                   again, provided that you select one of our preferred service
                   providers. PLEASE NOTE: THIS does not apply to prepaid
                   amounts for taxes, insurance, and mortgage insurance.


Should mortgage.com's personal consultants fall to meet any of these
commitments, as outlined above, we will send you a check for $300.00 once you
close with us.


                                       28