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                                                                   EXHIBIT 10.28

                              MARKETING AGREEMENT


                  This Marketing Agreement (hereinafter the "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, Building H, Sunrise, Florida 33323 ("MDC").

                                    RECITALS

                  WHEREAS, MDC is engaged in, among other activities,
         originating, processing, underwriting, closing and funding first-lien
         and second-lien, prime and sub-prime residential mortgage loans
         throughout the United States and also offers a "Rapid Response Mortgage
         Center (RRMC)", which is dedicated hardware, software,
         telecommunications equipment and marketing materials designed to be
         placed in a home builder's office for the purpose of allowing customers
         of the home builder (the "Consumers") to make applications for mortgage
         loans via the Internet on the MDC web site, www.mortgage.com (the "MDC
         Site") or the telephone, (hereinafter the "MDC Products");

                  WHEREAS, BuildNet develops and provides software and back
         office services for the home builder industry and a transaction
         enabling web based system for builders, suppliers and manufacturers;

                  WHEREAS, BuildNet and MDC wish to enter into a marketing
         arrangement whereby BuildNet will market, advertise, promote and
         stimulate sales of the MDC Products to the home builder industry; 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 at RRMC locations (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.

                                    AGREEMENT

                  NOW, THEREFORE, MDC and BuildNet agree as follows:

1.       MARKETING AGREEMENT

         1.1.     BUILDNET MARKETING SERVICES

                  BuildNet shall use commercially reasonable efforts to market,
         advertise, promote and sell the MDC's residential permanent mortgage
         products to various homebuilders and other similar type businesses (the
         term "Contacts" to be defined as a natural person or legal entity
         licensed by all applicable federal, state and local government
         authority and


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




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

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         whose principal business is to construct new homes for sale to the
         public in the United States). BuildNet shall cause each Contact to
         execute the Builder Marketing Agreement of which a finalized version
         shall be attached hereto as Exhibit A (a "Participating Builder")
         within sixty (60) days from the effective date of this Agreement. MDC
         reserves the right to accept or reject the sale of MDC Products to any
         Contact based upon commercially reasonable standards. All Participating
         Builders shall be set forth on Exhibit B which shall be amended from
         time to time. In furtherance thereof, BuildNet shall conduct the
         promotional activities described in Exhibit C (the "Marketing Plan").
         Notwithstanding the previous sentence, in the event the Marketing 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 Marketing 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 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. Moreover, at any time during
         the Term, either party shall have the right to propose a modification
         to the Marketing Plan following the procedure set forth above.

         1.2.     BUILDNET MANAGEMENT SERVICES

                  BuildNet shall perform the following managerial duties for
         each Contact which it establishes through its marketing efforts:

                  1.2.1.   actively participate in the oversight of the
                           relationship between the Contact and MDC;

                  1.2.2.   act as a liaison between the Contact and MDC upon the
                           reasonable request of MDC;

                  1.2.3.   assist the Contact in the performance of its duties
                           as required under the Builder Marketing Agreement
                           with BuildNet;

                  1.2.4.   conduct monthly on-site meetings with the Contact, as
                           necessary in BuildNet's sole discretion;;

                  1.2.5.   conduct monthly meetings with MDC management, in
                           person or by phone, to review all Contact accounts
                           and their progress; and

                  1.2.6.   provide other such assistance in enhancing the
                           relationship between MDC and the Contact as MDC
                           and/or the Contact may reasonably request from time
                           to time.

         1.3.     TERM

                   The Term of this Agreement shall commence as of the date set
         forth above (the "Effective Date") and end on the last day of the
         twenty-fourth (24th) calendar month following such date subject to
         renewal as follows: The Term shall automatically be



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         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 Section 1.3.1 and 1.3.2 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 1.3.3. 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 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.

                  1.3.1.   During the first twelve months from the Effective
                           Date (the "First Year"), BuildNet shall execute a
                           minimum of [*] Builder Marketing Agreements between
                           BuildNet and a home builder to market and promote the
                           MDC Products to Consumers. In addition, MDC shall
                           receive a minimum of [*] during the First Year from
                           Consumers. For purposes of this Agreement, the term
                           [*].

                  1.3.2.   During the thirteenth (13th) through the
                           twenty-fourth (24th) month from the Effective Date
                           (the "Second Year"), BuildNet shall execute a minimum
                           of an additional [*] Builder Marketing Agreements
                           between BuildNet and a home builder to market and
                           promote the MDC Products to Consumers. In addition,
                           MDC shall receive a minimum of [*] during the Second
                           Year from Consumers.

                  1.3.3.   MDC recognizes that the commitments made in sections
                           1.3.1 and 1.3.2, 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.

                  1.3.4.   Effect of Termination. Should this Agreement be
                           terminated, MDC agrees that the obligations it has to
                           any Contacts shall remain in full force and effect
                           for the term of said Contact Marketing Agreement.
                           BuildNet shall have, after any termination, the sole
                           discretion to select another provider of services
                           similar to that of MDC for any Contact Marketing
                           Agreement entered into hereunder. Upon implementation
                           of such a provider, MDC's obligations to any Contact
                           shall cease other than for outstanding loan and
                           application commitments. MDC shall provide reasonable
                           assistance in transitioning Contacts to the new
                           provider.



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


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         1.4.     EXCLUSIVITY

                  BuildNet shall market, advertise and promote the MDC Products
         to Contacts on an exclusive basis, and for the term hereof will not
         promote permanent residential mortgage products of other mortgage
         lenders to Homebuilders, as hereinafter defined, except as set forth
         herein. Notwithstanding the foregoing, BuildNet may market, promote and
         advertise General Electric's mortgage products and services to anyone
         including Homebuilders. Homebuilder is a 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.

                  1.4.1.   Except as to existing clients of MDC as set forth on
                           Exhibit D, BuildNet shall have the exclusive right to
                           market, advertise and promote the MDC Products to
                           Contacts, 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 Contacts.
                           Notwithstanding the foregoing, MDC clients listed on
                           Exhibit B, who in BuildNet after execution of this
                           Agreement will automatically be removed from Exhibit
                           D.

                  1.4.2.   In the event that a Contact 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 Contact, MDC may offer such
                           services to any such Contact notwithstanding the
                           exclusivity provisions set forth above.

                  1.4.3.   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 E 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 E, 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 Contact that offers mortgage services to its
                           clients, other than those excluded pursuant to


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


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                           Section 1.4.1 and Exhibit E, 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 [*] of its total
                           mortgage revenues through leads generated from
                           homebuilders as demonstrated by audited or if
                           unavailable, unaudited financial statements.

                  1.4.4.   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 Contact, which over the previous three
                           fiscal years has obtained no more than [*] 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 a BuildNet Competitor relating solely
                           to the sale of debt or equity securities of MDC.

         1.5.     MDC MAINTENANCE AND SUPPORT OBLIGATIONS.

                  1.5.1.   MDC shall maintain and upgrade the RRMC at its sole
                           expense. This maintenance shall include, but is not
                           limited to, upgrading computer hardware, software,
                           modems, cables, replacing damaged software and
                           hardware, maintaining the communications link between
                           the RRMC and the communications provider, and
                           maintaining the RRMC internal support structure of
                           the RRMC. At least annually, MDC shall perform a site
                           survey, by the method of its choice, to determine the
                           condition of the RRMC and shall replace or repair any
                           items that prevent the RRMC from functioning
                           according to the terms and conditions of this
                           Agreement. MDC shall promptly respond to all Contact
                           inquiries regarding the condition of the RRMC and
                           shall repair problems with the RRMC according to the
                           following schedule:

                           (i)      Critical issues - Those problems that impair
                                    the functioning of the RRMC in such a way to
                                    prevent Customer applications from being
                                    received, either whole or in-part, or
                                    without corruption by MDC. Critical issues
                                    shall be addressed and repaired within
                                    forty-eight hours of receipt of notice of
                                    the Critical issue.

                           (ii)     Mid-Priority issues- Those problems that
                                    have some impact on the function of the RRMC
                                    such as slowing down response time,
                                    intermittent system crashes, etc..
                                    Mid-Priority issues shall be addressed by
                                    MDC within 96 hours of receipt of issue.



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


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                           (iii)    Low-Priority issues- Those problems that do
                                    not impair the functioning of the RRMC, nor
                                    slow down the down the system functionality.
                                    Low-Priority issues should be addressed
                                    within 10 days of receipt of notice of the
                                    issue.

                  1.5.2.   MDC shall provide, upon request a log of
                           issues/problems experienced at the various RRMC sites
                           set up under this Agreement. BuildNet shall be solely
                           responsible for the marketing pieces associated with
                           the RRMC which include marketing literature, external
                           marketing appearance and structure(not including
                           physical support structure).

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

                  MDC shall create, host and maintain the Co-Branded Site for
         use in the RRMC kiosks. 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 G. 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 2.4), 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 in or other location where the RRMC resides.
         Upon selection of the appropriate builder by the Consumer, the Consumer
         will then be forwarded to a customized home page for the RRMC. 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 [*].

                  1.6.1.   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,



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


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                  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 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.

         1.7.     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.

         1.8.     APPLICATION COMPLETION

                  MDC agrees to provide, under the terms of this Agreement, a
         method for Consumers to begin or complete the residential mortgage
         application started through the RMMC. This method may take the form of
         a hyperlink, web site or other secure Internet approach. The MDC
         approach shall provide for appropriate linking and tracking to meet the
         tracking requirements of Section 3.5.

2.       MDC PERMISSIONS

         2.1.     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 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 in the
         BuildNet marketing presentation from time to time (collectively, the
         "MDC Materials") 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 Products are
         available through BuildNet, 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



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         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 Site 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, 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, MDC Site and all 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.

         2.2.     MDC MORTGAGE PRODUCTS & 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 equal to 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 foregoing, MDC agrees to cooperate and confer as
         may be reasonably requested by BuildNet regarding the foregoing.

         2.3.     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 F, but shall provide
         support not less than an 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.

         2.4.     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) 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 RRMC from time to time (collectively, the "BuildNet
         Materials") solely on the RRMC for the specific

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



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         purposes permitted hereunder. BuildNet also authorizes MDC to refer in
         MDC's advertising and promotion to the fact that the RRMC is accessible
         through the Participating Builder's facilities, provided that any such
         statement (a) does not include any trademarks, service marks, design
         marks, URL Addresses symbols 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. 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.

                  2.4.1.   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 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 its performance of the marketing services set forth herein from the
         effective Date of the contract through December 31, 2000, BuildNet
         shall be entitled to an Fee of [*], which fee shall be paid by MDC in
         the following manner and at the following rates until the aggregate
         fees in any annual period equal the Annual Marketing Fee. MDC shall pay
         BuildNet the sum of [*] originated from a Participating Builder.
         BuildNet shall pay each Participating Builder the sum of [*], up to,
         but not exceeding the fair market value of the marketing services
         performed by each Participating Builder. BuildNet shall set the
         individual value of each Contact Marketing Agreement, following the
         form of Exhibit A, entered into between BuildNet and Contact. If MDC's
         payments to BuildNet for its marketing services exceed the Annual
         Marketing Fee during 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



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         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.

                  3.1.1.   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.

         3.2.     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 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
         reporting period audited, MDC shall reimburse BuildNet for the
         reasonable costs incurred in conducting the audit.

         3.3.     REPORTING AND PAYMENTS

                  Within fifteen (15) days following the close of each calendar
         month during the Term, MDC shall pay BuildNet 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.

         3.4.     DELIVERY OF UNIQUE HYPERLINK

                  MDC shall furnish to BuildNet prior to the Deployment Date a
         unique hyperlink for accessing the Co-Branded site for use in the
         RRMCs. 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.

         3.5.     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



                                       10
<PAGE>   11

         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.

                  3.5.1.   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.

                  3.5.2.   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.

                  3.5.3.   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:



                                       11
<PAGE>   12

                  4.2.1.   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;

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

                  4.2.3.   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:

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

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

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

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

                  4.3.5.   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



                                       12
<PAGE>   13

         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 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, 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. Both parties 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 MDC Site and the reproduction, distribution,
         transmission, public performance and public display of the MDC Material
         in connection with the BuildNet 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 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 MDC 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



                                       13
<PAGE>   14

         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 Site and the Sales Area 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 jurisdiction; or (iv) contravene any other rights of any third
         person; (c) BuildNet 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, BuildNet 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 which fails to
         conform with the warranties and representations in subsection (b)
         above.

         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.
         Except as set forth below, 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 prejudice the
         intellectual property rights of the relevant Indemnities. The
         Indemnifying



                                       14
<PAGE>   15

         Party shall consult with the relevant Indemnities prior to any
         compromise or settlement which would affect the intellectual property
         rights or other rights of any Indemnitee, and the relevant Indemnitees
         shall have the right to refuse such compromise or settlement and, at
         the refusing party's or refusing parties' cost, to take over such
         defense, provided that in such event the Indemnifying Party shall not
         be responsible for, nor shall it be obligated to indemnify the relevant
         Indemnities against, any costs or liability in excess of such refused
         compromise or settlement. 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, 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

                  EXCEPTS AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY WARRANTS
         THAT THEIR RESPECTIVE WEB SITES 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.



                                       15
<PAGE>   16

         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 three 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 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 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 of
         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.. In connection with any judicial proceeding: (i) the
         parties consent to the exclusive jurisdiction of the state and federal
         courts having jurisdiction over Wake



                                       16
<PAGE>   17

         County, North Carolina; (ii) both BuildNet and MDC waive personal
         service and agree that service of any pleading, notice, complaint, etc.
         may be served by certified or registered mail by one party to the other
         party at such other party's address for notices as set forth above; and
         (iii) such service shall be deemed effective as if personally served
         upon the receiving party at its principal place of business. 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.

         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: (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:



                                       17
<PAGE>   18

         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.
              1643 N. Harrison Parkway
              Sunrise, FL 33323

         With copy to:

              Mr. Michael Brenner
              Senior Vice President & General Counsel
              mortgage.com, inc.
              1643 N. Harrison Parkway
              Sunrise, FL 33323

         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.

         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.



                                       18
<PAGE>   19

         6.11.    SURVIVAL

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

         6.12.    WAIVER

                  No waiver of any breach of 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

                  6.14.1.  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 MDC 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.

                  6.14.2.  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 MDC 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



                                       19
<PAGE>   20

                           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



                                       20
<PAGE>   21


                                    EXHIBIT A

                               MARKETING AGREEMENT




                                       21
<PAGE>   22



                                    EXHIBIT B

                              PARTICIPATING LENDERS



                                       22
<PAGE>   23



                                    EXHIBIT C


                         BuildNet Promotional Activities


                  In addition to those services as described in Sections 1.1 and
         1.2, BuildNet shall, using trademarks, information and other material
         supplied by BuildNet in context of the RRMC, promote, market, and
         advertise the availability of the MDC's Products and services to home
         builders looking for residential mortgage solutions for their
         Consumers. BuildNet shall promote the availability of the MDC Products
         (RRMC) 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 homebuilders. 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 homebuilders. 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 RRMC; 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.




                                       23
<PAGE>   24


                                    EXHIBIT D

                                   MDC CLIENTS


                                      [*]




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


                                       24
<PAGE>   25


                                    EXHIBIT E

                              BUILDNET COMPETITORS

o         [*]




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


                                       25
<PAGE>   26


                                    EXHIBIT F

                               MDC SERVICE LEVELS

  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.


                                       26
<PAGE>   27


                                    EXHIBIT G

                    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 G; 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.



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                  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 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.



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                           2.       Unscheduled

                                    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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