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                                                                   EXHIBIT 10.27

               INTERNET MARKETING & CO-BRANDED WEB SITE AGREEMENT


         This Internet Marketing & Co-branded Web Site 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 103, 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 operates a World Wide Web site (the "MDC Site") on the
Internet (currently located at www.mortgage.com) through which it sells
residential mortgage services and products and MDC creates, hosts and maintains
Web Sites on a co-branded marketing basis with third party marketers ("MDC
Products"); and

         WHEREAS, BuildNet operates various web sites (collectively the
"BuildNet Sites"); and

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

                                    AGREEMENT

                  NOW, THEREFORE, MDC and BuildNet agree as follows:

1.       LINKING AGREEMENT

         1.1.     DISPLAY OF LINKS TO CO-BRANDED SITE:

                  During the term of this Agreement, as hereinafter defined (the
         "Term"), BuildNet shall create and display a mortgage channel that will
         provide a hyperlink ("Unique Hyperlink") to the Co-Branded Site via
         text and/or graphics. A Unique Hyperlink will be placed in a prominent
         location within the BuildNet Sites mutually acceptable to the parties.
         The Unique Hyperlink will take Consumers from the BuildNet Sites to the
         Co-Branded Site using distinct URLs supplied by MDC exclusively for
         linking and tracking (the "Supplied URLs"). The Unique Hyperlink to the
         Co-branded Site shall be displayed in the area of the BuildNet Sites
         that promotes residential mortgage services and products and, if
         BuildNet displays or makes accessible to Consumers descriptive
         information regarding any of the vendors whose icons are displayed on
         the BuildNet Site then BuildNet shall have the right, but not the
         obligation, (and subject to MDC's prior written approval of the content
         thereof in each instance the foregoing right is to be exercised), to
         include similar descriptive information regarding the Co-Branded Site.


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

                  BuildNet shall use commercially reasonable efforts to develop
         and implement promotions to stimulate transactions, electronic mail
         leads and otherwise to support the sales of MDC Products through the
         Co-Branded Site. In furtherance thereof, BuildNet shall conduct the
         promotional activities described in Exhibit A ( the "Marketing Plan").
         Notwithstanding the previous sentence, in the event the Marketing Plan
         is not completed before signing this Agreement, it shall be provided to
         MDC for its written approval within sixty (60) days of the effective
         date hereof; in the event the Marketing Plan is not approved by MDC,
         MDC shall give BuildNet thirty (30) days written notice of its
         disapproval setting forth in reasonable detail the reasons for such
         disapproval (the "MDC Objection"). In the event the Marketing Plan is
         not amended by BuildNet in conformity with the MDC Objection, either
         party shall have the right to terminate this agreement upon thirty (30)
         days written notice of the date of the MDC Objection.

         1.3.     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 Unique Hyperlink and
         the Co-Branded 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 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 Sections 1.3(a) and 1.3(b) herein so long as BuildNet's
         failure to meet said performance criteria as further described in
         Section 1.3(c) was not caused by a default of this Agreement by MDC.
         Any reference herein to the "Term" shall include each Renewal Term.
         BuildNet shall place the Unique Hyperlink on the BuildNet Sites so that
         the Deployment Date occurs promptly but in any event no later than five
         (5) business days from the date in which MDC notifies BuildNet of the
         availability of a fully functional Co-Branded Site. 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
         6.13. 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 for all transactions, as
         hereinafter defined, in process.

                  a.       During the first twelve months from the Deployment
                           Date (the "First Year"), BuildNet shall enlist a
                           minimum of [*] builders to offer the MDC Products
                           through the Co-Branded Site to Consumers. In
                           addition, MDC shall receive a minimum of [*]
                           during the First Year through the Co-Branded Site.
                           For purposes of this Agreement, the term [*].



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


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                  b.       During the thirteenth (13th) through the
                           twenty-fourth (24th) month from the Deployment Date
                           (the "Second Year"), BuildNet shall enlist a minimum
                           of [*] builders to offer the MDC Products through the
                           Co-Branded Site to Consumers. In addition, MDC shall
                           receive a minimum of [*] during the Second Year
                           through the Co-Branded Site.

                  c.       MDC recognizes that the commitments made in sections
                           1.3(a) and 1.3(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
                           it shall continue to host Consumer branded web sites
                           powered by MDC's system for a minimum of 90 days or
                           until BuildNet or another provider of similar hosting
                           capabilities can assume MDC's duties under this
                           Agreement. BuildNet shall have, after any
                           termination, the sole discretion to select another
                           provider of services similar to that of MDC for any
                           Customer entered into hereunder. Upon implementation
                           of such a provider, MDC's obligations to any Customer
                           shall cease other than for outstanding loan and
                           application commitments. MDC shall provide reasonable
                           assistance in transitioning Customers to the new
                           provider.

         1.4.     EXCLUSIVITY

                  BuildNet shall have the exclusive right to market, advertise
         and promote MDC's residential first lien mortgage products to Consumers
         on an exclusive basis, and exclusively display the Unique Hyperlinks
         with regard to any Co-Branded Site developed by MDC for this purpose,
         and for the term hereof will not provide links from the BuildNet Sites
         to any other web sites for the purposes of offering residential first
         lien mortgages. Notwithstanding the foregoing, BuildNet may market,
         promote and advertise General Electric's mortgage products and services
         to anyone including homebuilders.

                  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 the 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, 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.



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


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                  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 (i) the MDC Products 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 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 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 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 to
                           Section 1.4(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.



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2.       CO-BRANDED WEB SITE & UNIQUE HYPERLINK

         2.1.     DELIVERY OF UNIQUE HYPERLINK

                  MDC shall furnish to BuildNet prior to the Deployment Date a
         Unique Hyperlink. If MDC subsequently modifies the Unique Hyperlink, it
         shall furnish a representation in the same format which BuildNet shall
         substitute for the prior version within ten (10) days after receipt.
         During this 10 day notice period, a functional Co-Branded Web Site
         shall be available at both the old URL Unique Hyperlink and the new
         replacement URL address.

         2.2.     MDC PERMISSIONS

                  MDC hereby grants to BuildNet the nonexclusive,
         nontransferable, nonassignable (except as provided in Section 6.1)
         right during the Term to use (i.e., to copy, transmit, distribute,
         display and perform both privately and publicly) the Unique Hyperlink,
         the MDC name, the MDC Site name and other related textual and graphic
         material that are provided by MDC to BuildNet for the express purpose
         of inclusion on the BuildNet Sites from time to time (collectively, the
         "MDC Materials") solely on the BuildNet Sites for the specific purposes
         authorized in Section 1.1 and Section 1.2. MDC also authorizes BuildNet
         to refer in BuildNet's advertising and promotion to the fact that the
         MDC services are accessible through the BuildNet Site, provided that
         any such statement (a) does not include any trademarks, service marks,
         design marks, symbols and/or other indicia or origin of MDC other than
         MDC's name and/or the MDC Site name in a non-distinctive typeface
         (i.e., not the typeface used in the logo design of any MDC mark); (b)
         does not state, suggest or imply by the wording or prominence of such
         statement, or otherwise, that MDC sponsors, authorizes and/or is the
         source or origin of the BuildNet Sites and (c) does not disparage MDC,
         its products, services or affiliates. All use of MDC Materials
         hereunder shall inure to the benefit of MDC and shall not create any
         rights, title or interest in them for BuildNet. No other use of MDC's
         names, trademarks, services marks, design marks, symbols and/or other
         indicia of origin or other designations confusingly similar to any of
         the foregoing may be made by BuildNet for any purpose without the prior
         written approval of MDC. As between MDC and BuildNet, with the
         exception for all BuildNet Materials as defined herein, MDC 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 MDC Materials, Co-Branded Site
         and all MDC names, trademarks, service marks, design marks, symbols
         and/or indicia of origin therein throughout the world and in
         perpetuity, subject to the permissions granted in this Agreement

         2.3.     MDC MORTGAGE PRODUCTS AND PRICING

                  MDC shall have the right to decide which residential mortgage
         products it will offer to Consumers, 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 Co-Branded Site
         equal to



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         those prices as found on the MDC Site with the exception that MDC shall
         add up to [*] to points for all products offered. Such pricing may be
         adjusted in writing by mutual agreement of the parties from time to
         time. Notwithstanding the forgoing, MDC agrees to meet and confer with
         BuildNet as may be reasonably necessary regarding mortgage product
         selection.

         2.4.     MDC CO-BRANDED SITE DEVELOPMENT, HOSTING AND MAINTENANCE

                  MDC shall create, host and maintain the Co-Branded Site. The
         parties agree that the information and data contained on the Co-Branded
         pages shall be physically located on a web server owned and/or operated
         by MDC. The Co-Branded Site shall contain the legend "BuildNet
         Financial powered by Mortgage.Com" in a clear an conspicuous manner on
         the each respective home page. MDC agrees to host and maintain the
         Co-Branded Site pursuant to the standards set forth in Exhibit D. MDC
         and BuildNet will confer and mutually agree on Co-Branded Site design,
         provided that such pages shall be consistent with the MDC
         functionality. MDC shall incorporate some or all of BuildNet Materials
         (as defined in Section 2.8), as well as any other text, graphics,
         animation, scripts or other materials deemed necessary or desirable by
         both parties within the frame of the Co-Branded Site. BuildNet shall
         control and make all final decisions regarding the frame, its layout,
         displays and linkages. No links or link exchanges will be placed by MDC
         on the BuildNet Co-Branded site without prior approval of BuildNet.
         BuildNet may request that MDC modify the design of the Co-Branded
         pages. MDC shall respond to such reasonable requests of BuildNet 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 Co-Branded pages. MDC agrees that part of this design
         will include site navigation that will allow users to return to the
         BuildNet Sites through a text or logo link provided by BuildNet (the
         "Return Icon"). MDC shall customize the Co-Branded Site such that the
         home page of the Co-Branded Site will allow the Consumer to identify
         the builder that referred them to the site. Upon selection of the
         appropriate builder by the Consumer, the Consumer will then be
         forwarded to a customized home page for the builder. Each builder shall
         have the ability to access the loan application status of each Consumer
         it referred to the Site. BuildNet shall have the ability to obtain loan
         application status for every Consumer that applies through the
         Co-Branded Site. In addition, all customized builder home pages shall
         be accessible via their own unique URL address. Any additional
         customization work for builder home pages or the Co-Branded Site, as
         per a written work order signed by BuildNet, shall be billed to
         BuildNet at a rate of [*].

         2.5.     SITE IDENTIFICATION AND WORKFLOW

                  The home page of the Co-Branded Site shall reference BuildNet
         as the provider of the site, as opposed to MDC. During the application
         process, Consumers will be notified on the site and in writing that the
         lender for the Co-Branded Site is First Mortgage Network, a trade name
         of MDC 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 Co-Branded Site shall be conducted under the name of First
         Mortgage Network. Phone calls fielded



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


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         from the toll free number featured on the Co-Branded Site shall be
         answered in the name of "BuildNet Financial," or in the name of the
         sponsor of the Co-Branded Site. 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." MDC reserves the right
         to modify the Co-Branded Site identification and workflow described in
         this paragraph as may be required from time to time by state or federal
         licensing and regulatory requirements.

         2.6.     MAINTENANCE

                  Information maintained on the Co-branded pages shall be
         updated on a regular basis to reflect the changes in functionality
         exhibited on the MDC Site. The Co-Branded Site shall contain
         functionality to originate prime credit loans (defined as conforming to
         either Fannie 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 Co-Branded Site on a regular basis.

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

         2.8.     BUILDNET PERMISSIONS

                  BuildNet hereby grants to MDC, its affiliates and agents the
         nonexclusive, nontransferable, nonassignable (except as provided in
         Section 6.1) right during the Term to use (i.e., to copy, transmit,
         distribute, display and perform both privately and publicly) the Return
         Icon, BuildNet's name, the name of the BuildNet 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 the Co-Branded Site from time to time (collectively,
         the "BuildNet Materials") solely on the Co-Branded Site for the
         specific purposes permitted hereunder. BuildNet also authorizes MDC to
         refer in MDC's advertising and promotion to the fact that the
         Co-Branded Site is accessible through the BuildNet Site, provided that
         any such statement (a) does not include any trademarks, service marks,
         design marks, symbols, URL Addresses and/or other indicia of origin of
         BuildNet, except as provided in the BuildNet Materials; 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 ownership for the domain names,
         www.Bldnetfin.com and www.Buildnetfin.com to



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         BuildNet and such addresses shall then be considered part of the
         BuildNet Materials. 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, design marks, URL addresses, 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.

3.       FEES

         3.1.     TRANSACTIONS

                  The parties believe and have agreed that the annual fair
         market value of the BuildNet marketing services to be performed under
         this Agreement [*] and further agree, consistent with Section 8 of the
         Real Estate Settlement Procedures Act of 1974 as amended ("RESPA"),
         that MDC's payments to BuildNet for its marketing services in any
         annual period may be less than, but can not exceed, this fair market
         value amount. For the performance of the marketing services set forth
         herein from the effective Date of the contract through December 31,
         2000, BuildNet shall be entitled to a fee of up to [*], which fee will
         be paid by MDC in the following manner and at the following rates until
         the aggregate fees in any annual period equal the [*] figure; MDC shall
         pay BuildNet at the rate [*] . If MDC's payments to BuildNet for its
         marketing services do exceed this amount in any annual period, BuildNet
         agrees to return any excess to MDC with interest calculated at Prime
         within ten (10) days of discovering or being informed that it has
         received more than the fair market value amount. MDC shall have
         exclusive right in determining whether a mortgage loan meets its
         criteria as a conforming, sub prime or second lien home equity line of
         credit loan. For purposes of this Agreement, "Prime" shall be defined
         as the interest rate, commonly known as the "Prime Rate", set by the
         Federal Reserve Bank and which represents the lowest rate a bank will
         charge its best large customers for a loan. All fees in this Section
         3.1 may be adjusted by mutual agreement in writing between the parties.

                  a.       For future marketing services, beginning on January
                           1, 2001, both parties shall, within 30 days of
                           year-end, reassess the fair market value of
                           BuildNet's marketing services and mutually agree upon
                           the valuation to be paid by MDC.



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


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         3.2.     CO-BRANDED SITE DEVELOPMENT AND FEE

                  BuildNet agrees to pay MDC a fee of [*] for the development of
         the Co-Branded Site and for performance of its maintenance duties as
         set forth herein ("Co-Branded Site Fee"). It is acknowledged by both
         parties that BuildNet has paid fifty percent (50%) of the Co-Branded
         Site Fee payable and due hereunder. The Co-Branded Site Fee shall cover
         the initial five (5) customized builder home pages in addition to the
         training of BuildNet personnel to be able to set up additional builders
         on the Co-Branded Site. Upon completion of the initial five builder
         home pages and the subsequent training of BuildNet personnel, the
         balance of the Co-Branded Site Fee shall become due and payable, and it
         is agreed to by the parties that BuildNet shall have sole
         responsibility of adding additional builders to the Co-Branded Site.

         3.3.     CO-BRANDED SITE HOSTING FEE

                  BuildNet agrees that beginning with the thirteenth month
         (13th) following the Deployment Date of the Co-Branded Site, it shall
         pay MDC a web site hosting fee ("Hosting Fee") in the sum of [*] per
         month for the Term hereof.

         3.4.     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 Co-Branded
         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 of any shortfall in payment
         to BuildNet is found which exceeds five percent (5%) of the total due
         to BuildNet for the monthly period audited, MDC shall reimburse
         BuildNet for the reasonable costs incurred in conducting the audit plus
         all amounts then due plus interest at Prime.

         3.5.     REPORTING AND PAYMENTS

                  Within fifteen (15) days following the close of each calendar
         month during the Term, each party shall pay and the other party shall
         receive all amounts due for such previous month and shall 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. Any payment not received when due shall accrue interest from
         the date due until the date paid at ten percent (10%) interest per
         annum, or if less, the maximum per annum rate permitted by law.

         3.6.     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



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


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         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 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.

4.       CONFIDENTIAL INFORMATION

         4.1.     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.

         4.2.     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;



                                       10
<PAGE>   11

                  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.

         4.3.     EXCEPTIONS

                  The restrictions of Section 4.2 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.

         4.4.     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.

         4.5.     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 service 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



                                       11
<PAGE>   12

         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 under this Agreement that BuildNet 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.

5.       LIABILITY

         5.1.     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.

         5.2.     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 Co-Branded Site and the reproduction, distribution,
         transmission, public performance and public display of the MDC Material
         in connection with the BuildNet Sites 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 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 Co-Branded 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 6.13.

         5.3.     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 BuildNet Sites and the reproduction,
         distribution, transmission, public performance and public display of
         the 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



                                       12
<PAGE>   13

         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.

         5.4.     BREACH OF REPRESENTATION, WARRANTY OR COVENANT

                  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 5 made by such indemnifying party (the "Indemnifying Party").

         5.5.     PROCEDURES FOR INDEMNIFICATION

                  Whenever a claim shall arise for indemnification under this
         Section 5, 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, and 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 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.

         5.6.     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,



                                       13
<PAGE>   14

         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.

         5.7.     ACKNOWLEDGEMENT OF NO WARRANTY

                  EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY WARRANTS
         THAT THEIR RESPECTIVE WEB SITES OR THE CO-BRANDED 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.

         5.8.     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 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 liability,
         are separately intended to limit the forms of relief available to the
         parties. The provisions of this Section 5.8 shall be enforceable
         independent and severable from any other enforceable or unenforceable
         provision of this Agreement.

6.       MISCELLANEOUS PROVISIONS

         6.1.     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. However, both parties
         agree that this Agreement may not be assigned to a competitor of



                                       14
<PAGE>   15

         the other party. 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. A "CHANGE OF CONTROL" means any: (a) sale of all or
         substantially all assets of either party .; (b) merger, reorganization
         or consolidation of either party pursuant to which the stockholders or
         successor 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.

         6.2.     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.

         6.3.     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.

         6.4.     HEADINGS

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

         6.5.     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.

         6.6.     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.

         6.7.     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.



                                       15
<PAGE>   16

         6.8.     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 when received: (i) if mailed by certified mail,
         postage prepaid, return receipt requested, (ii) if delivered by
         overnight courier or (iii) sent by confirmed telecommunication to
         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

         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.

         6.9.     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.



                                       16
<PAGE>   17

         6.10.    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.

         6.11.    SURVIVAL

                  The provisions of Section 4 and 5 shall survive termination or
         expiration of this Agreement.

         6.12.    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.

         6.13.    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.

         6.14.    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
                           Co-Branded Site. BuildNet agrees that it will not,
                           without the prior written consent of MDC in 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



                                       17
<PAGE>   18

                           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.

         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


                                    EXHIBIT A


                         BuildNet Promotional Activities


                  In addition to those services as described in Section 1.1,
         BuildNet shall, using Trademarks, information and other material
         supplied by BuildNet in context of the Co-Branded Site, promote,
         market, and advertise the availability of the MDC's Products and
         services to Consumers looking to purchase or refinance residential real
         estate and to builders looking for residential mortgages for their
         customers. BuildNet shall promote the availability of the customized
         builder home page on the Co-Branded Site to residential real estate
         builders and developers which frequent the BuildNet Sites. BuildNet
         shall be responsible for the preparation and dissemination of all
         promotional materials utilized to promote MDC's Products as approved by
         BuildNet. BuildNet shall use commercially reasonable efforts to attract
         Consumers, builders and developers alike. BuildNet shall provide a
         detailed budget and marketing plan outlining the commitment of BuildNet
         to effectuate a national sales effort to promote the sale of the MDC
         Products to Consumers. Such marketing plan shall include, but not be
         limited to, the following:

                  o        A marketing strategy overview; and

                  o        Completed marketing materials describing the MDC
                           Products for distribution to the sales staff; and

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

                  o        Scheduling of trade show exhibits for the year 2000;
                           and

                  o        Completed builder launch kit for each Co-Branded
                           Site; and

                  o        BuildNet sales staffing estimates.

         BuildNet may enter into agreements with other Internet web sites or
corporate Intranet sites to advertise, market and promote MDC's Products. Such
cooperative marketing arrangements shall be subject to prior review and written
approval of MDC. BuildNet will submit all such marketing agreements to MDC for
approval at least five (5) business days prior to publication or distribution of
such materials. MDC agrees that approval of such marketing agreements shall not
be unreasonably withheld.




                                       19
<PAGE>   20


                                    EXHIBIT B

                                   MDC CLIENTS

                                      [*]


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



                                       20
<PAGE>   21


                                    EXHIBIT C

                              BUILDNET COMPETITORS

o         [*]




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


                                       21
<PAGE>   22


                                    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 the Co-Branded Site is not in a Fully
Functional State for any reason or cause other than; (i) the scheduled services
outages set forth below in Section 2(a)(iv)(1) of this EXHIBIT D; and (ii)
causes which are the fault of the builder or BuildNet.

"FULLY FUNCTIONAL STATE" shall mean that the Co-Branded Site is available for
access and use by Consumers.

MDC shall provide to BuildNet the following hosting services described below for
the Co-Branded Site (the "Hosting Services"):

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
         Co-Branded Site. MDC shall maintain sufficient server capacity and
         Internet connectivity throughout the Term to accommodate growth in user
         numbers and overall traffic levels to the Co-Branded Site. MDC shall
         host and operate the Co-Branded Site 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.

1.       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



                                       22
<PAGE>   23

                                    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 E.
                  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



                                       23
<PAGE>   24

                                    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.

2.       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;



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                  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 Co-Branded Site, MDC
                           will take whatever reasonable steps that are
                           necessary to halt such action, including taking the
                           affected Co-Branded Site 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.



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                  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.



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                                    EXHIBIT E

                           CUSTOMER SERVICE STANDARDS

  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.




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