EXHIBIT 2.1

                                    AGREEMENT

         This Agreement ("Agreement") is made this 7th day of October, 1999, by
and among mortgage.com, inc., a Florida corporation, with its principal place of
business located at 8751 Broward Boulevard, 5t' Floor, Plantation, Florida 33324
("Buyer"); MDCM Acquisition Corp., a Florida corporation which is a wholly-owned
subsidiary of Buyer ("Acquisition Corp."); CSC Holdings, LLC, a North Carolina
limited liability Company, with its principal place of business located at 2507
Falls Drive, Chapel Hill N.C. 27514 ("CSC" or "Seller"); Capital Savings Co.,
Inc., a North Carolina Corporation located at 2700 Wycliff Road, Suite 206,
Raleigh, NC 27607 , NC ("Capital Savings"); PlanMax Inc., a North Carolina
Corporation located at c% CSC Marketing , LLC., 2700 Wycliff Road, Suite 206,
Raleigh, North Carolina 27713 ("P1anMax"); ACM/USA, Inc., a North Carolina
corporation located at 2507 Falls Drive, Chapel Hill, North Carolina 27514
("ACM/USA"); CSC.' Marketing Services, LLC, a North Carolina limited liability
company located at 2507 Falls rive, Chapel Hill, North Carolina 27514 ("CSCMS");
Todd Ballenger who resides at 2507 Falls Drive, Chapel Hill NC 27514, and Robert
B. Batchelder who resides at 416 Drummond Drive, Raleigh, North Carolina 27609,
(Todd Ballenger and Robert Batchelder are hereinafter collectively referred to
as the "Shareholders of Seller").

                               FACTUAL BACKGROUND

         CSC is the owner of record and beneficially of all of the issued and
outstanding shares of the capital stock of Capital Savings, whose business
consists of (i) operation of a traditional brick and mortar retail mortgage
brokerage operations with (five) offices in North Carolina which in 1998
originated approximately three hundred and five million dollars in mortgage
loans; (ii) ownership of a portion of the membership interest of Advantage
Capital Mortgage of York North Raleigh, LLC., and Advantage Capital Mortgage/
Property Associates, LLC., both mortgage brokerage businesses organized as
limited liability companies and located in North Carolina; (iii) management of
two mortgage brokerage businesses, Advantage Capital Mortgage of Raleigh, LLC.
and Advantage Capital Mortgage of Hickory, LLC and (iv) rights to the BuildNet
LOI, as described herein, to be obtained by Capital Savings from CSC prior to
the termination of the BuildNet LOI; and

         CSC is the owner of record and beneficially of all the membership
interests of CSCMS, a mortgage processing center supporting each of the
businesses described herein; and

         CSC is the owner of record and beneficially of all of the issued and
outstanding shares of the capital stock of PlanMax, a technology based company
providing exclusive on-line mortgage origination services for certified
financial planners and insurance agents. The business of P1anMax consists
principally of (i) a contract with LifeGoals.com, Inc. to market PlanMax
services to a nationwide network of approximately 1800 certified financial
planners and (ii) marketing and licensing agreements regarding use of its
proprietary Mortgage Maximizer software by mortgage brokers that originate
residential loans and (iii) an agreement with Buyer in connection with the
training and recruitment of certified financial planners to become part time
employees of Buyer as outside mortgage loan consultants (all of the foregoing
contracts of PlanMax, which are more particularly described in Schedule 1.2(b),
are hereinafter referred to as

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the "P1anMax Contracts"); (iv) Mortgage Maximizer, a Windows(C) based software
package that provides mortgage brokers, consumers, and financial planners with
illustrations and servicing options for variable mortgage payment plans; and

         CSC is a party to a Letter of Intent with BuildNet, Inc. ("BuildNet")
dated April 22nd, 1999 (the "BuildNet LOI" attached hereto as Schedule A) which
shall be terminated in consideration for the agreement of BuildNet to enter into
an Internet Marketing and Co-Branded Web Site Agreement (the "Co-Brand
Contract") and an ABA Net Branch and Member Web Site Development Agreement (the
"Private Label Contract") with CSC which will be assigned to Capital Savings at
Closing as hereinafter defined (the Co-Brand and Private Label Contracts are
hereto referred as the "BuildNet Contracts"); and

         CSC is the owner of record and beneficially of all of the issued and
outstanding shares of ACM/USA. ACM/USA is in the business of operating and
managing mortgage brokerage businesses through various joint ventures with
owners of real estate businesses and independent real estate agents working out
of such businesses. These joint ventures are affiliated business arrangements,
as that term is defined in The Real Estate Settlement Procedures Act ("RESPA"),
and each joint venture consists of a limited liability company (hereinafter the
" ACM/LLC") pursuant to which ACM/USA owns a 30% membership interest represented
by Class A voting shares, and pursuant to a management agreement between ACM/USA
and ACMILLC, ACM/USA operates the mortgage brokerage business for the ACM/LLC on
the premises of the Class B member, which is the owner of the real estate
business and whose ownership in the ACM/LLC is typically represented by a 30%
interest which may or may not be voting. The independent real estate agents
working out of the premises of the Class B owner typically are represented as a
group owning an aggregate 40% interest represented by Class C non voting stock;
and

         Buyer and Seller entered into a Letter of Intent on July 291h , 1999
(the "Ballenger LOI" attached hereto as Schedule B) pursuant to which Buyer paid
$250,000 to Seller (the Option Price") to obtain the exclusive option (the
"Option") to enter into a definitive agreement to acquire (i) Seller's rights in
the BuildNet LOI upon certain conditions as more fully set forth therein; (ii)
the shares of ACM/LJSA and P1anMax for a one million dollar down payment in
common stock of Buyer, valued at sixty dollars per share, with Seller having the
right to earn additional amounts based on revenues of certain of the acquired
companies, up to a maximum of twenty five million dollars, also payable in
common stock of Buyer but valued on the date any such incentive payments are
due, and (iii) the shares of Capital Savings for six hundred and fifty thousand
dollars payable in common stock of Buyer valued at sixty dollars per share. The
Ballenger LOI also contemplates that in the event of exercise of the Option,
Buyer would employ Todd Ballenger and Bo Batchelder in management positions. The
Ballenger LOI further contemplates that during the sixty-day term of the Option,
Buyer would conduct its due diligence purchase investigation and that the
parties would cooperate in structuring the transaction as a taxfree
reorganization.

         During the due diligence period the parties to the Ballenger LOI have
determined to make certain material modifications with respect to the
transactions contemplated therein, to wit: (i) CSC transferred all of its rights
and interest in the BuildNet LOI to Capital Savings; (ii) Buyer shall not
purchase the stock of PlanMax but instead acquire substantially all of its
assets and

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accept an assignment of certain of its contracts referred to below, (iii) Buyer
shall not purchase the stock or assets of ACM/USA but instead accept an
assignment of the Net Branch Agreements (the "ACM Net Branch Agreements") or
Developer/Marketing Agreements (the "ACM Developer Agreements") entered into by
ACM/USA, which agreements constitute substantially all of the assets of ACM/USA,
(iv) Buyer shall not purchase the stock or assets of Capital Savings, but
instead, Acquisition Corp. will merge with and into Capital Savings in a reverse
triangular merger and (v) Buyer shall acquire certain assets of CSCMS and accept
an assignment of certain of its contracts.

         It is therefore agreed that all of the above recitals are true and
correct, and as follows:

1.       MERGER OF CAPITAL SAVINGS AND ACQUISITION CORP., TRANSFER AND
         ASSIGNMENT OF PLANMAX CONTRACTS AND ASSETS TO BUYER, ASSIGNMENT OF
         ACM/USA CONTRACTS TO BUYER, TRANSFER AND ASSIGNMENT OF CSC MARKETING
         SERVICES LLC CONTRACTS AND ASSETS TO BUYER

         1.1.     MERGER OF ACQUISITION CORP. WITH AND INTO CAPITAL SAVINGS. On
                  the Closing Date, Acquisition Corp. shall be merged with and
                  into Capital Savings, with Capital Savings surviving, under
                  the provisions of the Florida Business Corporation Act and the
                  North Carolina Business Corporation Act, as further set forth
                  in the Plan of Merger attached hereto as EXHIBIT A, which is
                  herein incorporated by reference (the "Plan of Merger"). At
                  the Effective Time of the Merger, the separate existence of
                  Acquisition Corp. shall cease, and the Articles of
                  Incorporation and Bylaws of Capital Savings shall become the
                  Articles of Incorporation and Bylaws of Acquisition Corp. The
                  parties hereto agree to take such action to execute and
                  deliver such further instruments, including Articles of
                  Merger, as may be necessary to carry out the terms of this
                  Agreement and the Plan of Merger. Seller hereby represents
                  that the shares of Capital Savings are free and clear of all
                  liens, charges or encumbrances of whatsoever nature.

          1.2.    TRANSFER AND ASSIGNMENT OF PLANMAX CONTRACTS AND ASSETS.

                  (a)      On the Closing Date, PlanMax shall sell to Buyer, and
                           Buyer shall buy fromPlanMax, all of the following
                           properties and assets of PlanMax situated in, on, or
                           about the premises of PlanMaxto be effective as of
                           Closing (the "P1anMax Contracts and Assets").

                           (i)      All-inventory, equipment, and other assets,
                                    work in process, mortgage loan pipeline,
                                    orders for work in process, supplies and
                                    other like items which are acceptable to
                                    Buyer as more particularly described in
                                    Schedule 1.2(a)(i).

                           (ii)     All customer lists, telephone numbers,
                                    including P1anMax's telephone number, names,
                                    Mortgage Maximizer(C), including the company
                                    name, "P1anMax", good will, trademarks,
                                    trade names and cognates and derivatives
                                    thereof owned by P1anMax or used by PlanMax
                                    in

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                                    PlanMax's business as more particularly
                                    described in Schedule 1.2(a)(ii).

                  (b)      All contracts to which PlanMax is a party shall be
                           assigned to Buyer at Closing are attached hereto in
                           Schedule 1.2(b). PlanMax shall take all necessary
                           steps to effectuate the assignment including, but-not
                           limited to, providing notice to, and acquiring
                           approval of, any interested third party related to
                           such contracts.

                  (c)      Seller and PlanMax represent and warrant that the
                           PlanMax Contracts and Assets described in this
                           Section 1.2 will constitute substantially all of the
                           assets of PlanMax on the Closing Date.

         1.3.     ASSIGNMENT OF CONTRACTS OF ACM/USA. On the Closing Date,
                  ACM/USA shall assign to Buyer, and Buyer shall accept
                  assignment from ACM/USA of all Net Branch Agreements and
                  Developer/Marketing Agreements of ACM/USA as more fully set
                  forth in Schedule 1.3. Seller and ACM/USA represent and
                  warrant that the Net Branch Agreements and Developer/Marketing
                  Agreements will constitute substantially all of the assets of
                  ACM/LTSA on the Closing Date.

         1.4.     TRANSFER AND ASSIGNMENT OF CSC MARKETING SERVICES, LLC
                  CONTRACTS AND ASSETS.

                  (a)      On the Closing Date, CSCMS shall sell to Buyer, and
                           Buyer shall buy fromCSCMS, all of the following
                           properties and assets of CSCMS situated in, on, or
                           about the premises of CSC Marketing Services, LLC to
                           be effective as of Closing (the "CSCMS Contracts and
                           Assets").

                           i.       All inventory, equipment, and other assets,
                                    work in process, mortgage loan pipeline,
                                    orders for work in process, supplies and
                                    other like items which are acceptable to
                                    Buyer as more particularly described in
                                    Schedule 1.4(a)(i).

                           ii.      All customer lists, telephone numbers,
                                    including CSCMS's telephone number, names,
                                    including the company name, "CSC Marketing
                                    Services, LLC", good will, trademarks, trade
                                    names and cognates and derivatives thereof
                                    owned by CSCMS or used by CSCMS in CSCMS's
                                    business as more particularly described in
                                    Schedule 1.4(a)(ii).

                  (b)      All contracts to which CSCMS is a party shall be
                           assigned to Buyer at Closing are attached hereto in
                           Schedule 1.4(b). CSCMS shall take all necessary steps
                           to effectuate the assignment including, but not
                           limited to, providing notice to, and acquiring
                           approval of, any interested third party related to
                           such contracts.

         1.5.     CONSIDERATION FOR THE PLANMAX CONTRACTS AND ASSETS, THE CSCMS
                  CONTRACTS AND ASSETS AND THE ACM ASSIGNMENT. The consideration
                  to be paid to Seller

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                  for each of the PlanMax Contracts and Assets, and the CSCMS
                  Contracts and Assets, and the ACM Assignment shall be one
                  dollar, plus the Earn Out consideration described in Section
                  1.7.

                  a.       Furthermore, at Closing, Buyer agrees to enter into a
                           loan agreement with CSC in a form reasonably
                           acceptable to Buyer and CSC which shall provide for a
                           loan by Buyer to CSC in the amount of Three Hundred
                           Thousand Dollars ($300,000) to be evidenced by a
                           promissory note of CSC bearing interest at the rate
                           of Eight and One Quarter Percent (8.25%) per annum
                           (The Bank Prime Loan rate of interest (known as the
                           "Prime Rate") as reported in the October 6, 1999
                           Federal Reserve Statistical Release H.1 S) . Payments
                           due thereunder shall be computed as interest only
                           payments and such payments shall be due on the first
                           business day of, each month following the execution
                           of the promissory note. The loan shall be due on
                           demand and shall be secured by i) any and all Earn
                           Out payments due hereunder; ii) personal guarantees
                           by Messrs. Ballenger and Batchelder in a form
                           reasonably acceptable to Buyer; and iii) any and all
                           bonus amounts payable under the Employment Agreements
                           as set forth hereunder in Section 1.11. CSC and
                           Shareholders of Seller hereby grant to Buyer a
                           security interest in all Earn Out payments due
                           hereunder and Shareholders of Seller hereby grant to
                           Buyer a security interest in the bonus amounts
                           payable under their respective Employment Agreements.

         1.6      CONSIDERATION FOR CAPITAL SAVINGS MERGER. The consideration
                  for the merger of Acquisition Corp. with and into Capital
                  Savings shall be as set forth in the Plan of Merger.

         1.7.     EARN OUT CONSIDERATION. In addition to the consideration set
                  forth in Sections 1.5 and 1.6, Shareholders of Seller shall be
                  entitled to receive additional payments in full shares of
                  Buyer's Common Stock, based upon the revenues received by
                  Buyer from the operation of the contracts and assets described
                  in Sections 1.2, 1.3 and 1.4 and the BuildNet Contracts,
                  computed as more particularly described in Schedule 1.7, (the
                  "Earnout Revenue Base") and hereinafter referred to as the
                  "Earn Out": (i) on February 28, 2001, an amount equal to one
                  times the revenues realized from the Earnout Revenue Base for
                  the calendar year 2000; (ii) on February 28, 2002, an amount
                  equal to one half times the revenues realized from the Earnout
                  Revenue Base for the calendar year 2001; and (iii) on February
                  28, 2003, an amount equal to one quarter of the revenues
                  realized from the Earnout Revenue Base for the calendar year
                  2002. All Earn Out payments will be paid in Common Stock of
                  Buyer based on its value determined by its average closing
                  price for the thirty trading days prior to the date any Earn
                  Out payment is due. The maximum aggregate amount of the Earn
                  Out is Twenty Five Million Dollars ($25,000,000) of Buyer's
                  Common Stock, and all payments under this Section are further
                  subject to the security interest of Buyer set forth in Section
                  1.5(a) and the Provisions Regarding Buyers Common Stock as set
                  forth in greater detail herein.

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                  a.       For the purpose of computing the Earn Out, revenues
                           for the Earnout Revenue Base shall be determined
                           according to generally accepted accounting principles
                           (hereinafter "GAAP"). Earn Out payments shall be
                           attributed to the respective businesses and BuildNet
                           Contracts acquired hereunder in proportion to the
                           revenues such businesses and contracts contribute to
                           the Earnout Revenue Base.

                  b.       Buyer shall use commercially reasonable efforts to
                           operate the assets acquired that contribute to the
                           EarnOut Revenue Base, but shall have the right, in
                           its sole discretion, to operate, sell or discontinue
                           the operations of P1anMax, CSCMS and ACM and the
                           BuildNet Contracts, as shall be in the best interests
                           of Buyer and without regard to the impact of such a
                           sale on the Earn Out described above.

                  c.       The Common Shares of Buyer delivered to Seller as
                           Earn Out consideration and consideration under
                           Section 1.6 shall be validly issued, fully paid and
                           non-assessable, and shall be subject to the
                           Provisions Regarding Buyers Common Stock, more fully
                           described in Section 3 of this Agreement and all such
                           shares shall bear a legend containing reference to
                           the terms of this Agreement and a restriction on
                           transfer indicating that the shares may not be
                           offered or sold and no transfer of them may be made
                           unless in compliance with the Securities Act of 1933
                           and applicable state securities laws. In the event
                           Buyer sells Capital Savings within twelve (12) months
                           of Closing, Buyer agrees to pay Seller one half of
                           the price received in excess of Six Hundred Fifty
                           Thousand Dollars ($650,000) payable in the same
                           manner and consideration as that received by Buyer.

                  d.       Buyer shall keep reasonably detailed and accurate
                           records in connection with the Earn Out.
                           Contemporaneously with any payments required to be
                           made hereunder, Buyer shall provide Seller with a
                           schedule showing the calculations made in connection
                           herewith, in reasonable detail, and shall allow
                           Seller and its representatives access to the
                           underlying detail to verify the calculations,
                           provided such representatives agree to be bound by a
                           customary nondisclosure agreement as provided by
                           Buyer. Seller or its independent outside accountants,
                           attorneys, or other representatives shall have the
                           right, at its expense, upon not less than ten (10)
                           business days' written notice and during Buyer's
                           normal business hours, disrupting as little as
                           possible Buyer's business operations, to inspect the
                           books and records of Buyer relating to this
                           Agreement, for the purpose of verifying any reports,
                           information or payments due to Seller under this
                           Agreement. If such audit shows that any of Buyer's
                           reports understated the actual amounts due to Seller
                           by more than ten percent (10%), then Buyer shall pay
                           Seller the amount determined to be due and reasonable
                           costs which may be incurred by Seller in conducting
                           such review.

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         1.8.     TIME AND PLACE OF CLOSING. The closing of the purchase and
                  sale provided for in this Agreement (the "Closing") shall be
                  held no later than the 29th day of October, 1999, at the
                  offices of Buyer, or such other place, date or time as may be
                  fixed by mutual agreement of the parties (the "Closing Date").

         1.9.     DELIVERY OF SHARES, ASSIGNMENT OF CONTRACTS AND OTHER
                  DOCUMENTS. At the Closing, Seller shall deliver to Buyer, as
                  provided below, certificates for the shares of Capital Savings
                  (the "Shares"), duly endorsed in blank for transfer or with
                  stock powers attached (duly executed in blank) together with
                  all such other documents as may be required to effect a valid
                  transfer of the Shares by Seller, free and clear of all liens,
                  encumbrances, charges or claims. In addition, at the Closing,
                  Seller shall deliver to Buyer such documents as are necessary
                  to effectuate the P1anMax Transfer and Assignment, the ACM
                  Assignment of Contracts and other such documents as set forth
                  elsewhere herein.

         1.10.    TAX FREE STATUS. The Parties hereto intend the transactions
                  described in Sections 1.2 and 1.3 to qualify as tax-free
                  reorganizations under Section 368(a)(1)(C) of the Internal
                  Revenue Code of 1986, as amended (the "Code"), and the
                  transaction described in Section 1.1 to qualify as a tax-free
                  reorganization under Sections 368(a)(1)(A) and 368(a)(2)(e) of
                  the Code. However, Buyer makes no representations or warranty
                  to Seller regarding the tax treatment of these transactions,
                  whether these transactions will qualify as tax-free plans of
                  reorganization under the Code, or any of the tax consequences
                  to Seller, and Seller acknowledges that Seller is relying
                  solely on its own tax advisors in connection with this
                  Agreement. Seller understands that tax-free treatment of the
                  transactions described in Sections 1.2 and 1.3 is conditioned
                  upon Seller dissolving and liquidating P1anMax and ACM/USA,
                  respectively, as soon as practicable after the Closing Date.

         1.11.    EMPLOYMENT AGREEMENTS. At the Closing, Bo Batchelder and Todd
                  Ballenger will enter into employment agreements with Buyer
                  (hereinafter "Employment Agreements") in the form attached
                  hereto as Schedule 1.11 pursuant to which they will each be
                  full-time employees of Buyer and shall devote such time as is
                  customary in the industry, but not less than thirty-five (35)
                  hours per work week, in furtherance of their management
                  positions with Buyer.

2.       REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller, and the Shareholders of Seller, jointly and severally make the
following representations and warranties to Buyer, each of which is true and
correct on the date hereof and shall be true and correct on the Closing Date and
at the Effective Time (as defined in the Plan of Merger), shall be unaffected by
any investigations heretofore or hereafter made by Buyer or any knowledge of
Buyer other than as specifically disclosed in writing to Buyer at the time of
execution of this Agreement, and shall survive the Closing Date and the
Effective Time:

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         2.1.     ORGANIZATION, APPROVAL AND STANDING. Capital Savings, CSCMS,
                  ACM and P1anMax (hereinafter collectively the "Companies") and
                  Seller are each duly organized, validly existing and in good
                  standing under the laws of the State of North Carolina, with
                  full power and authority to enter into and execute this
                  Agreement and to carry on their respective businesses as now
                  being conducted. None of the Companies are required by the
                  conduct of their business or the ownership of their property
                  to qualify to do business as a foreign corporation in any
                  other jurisdiction other than as set forth on Schedule 2.1.
                  The execution of this Agreement and the performance of the
                  obligations contemplated hereby have been validly authorized
                  by all necessary action on the part of the Seller, including
                  approval of their Board of Directors, shareholders and
                  members.

         2.2.     CORPORATE DOCUMENTS. Schedule 2.2 contains true and correct
                  copies of each of the Companies' Articles of Incorporation or
                  Organization, as amended to date, certified by the Secretary
                  of the State of North Carolina, and each of the Companies'
                  Stock Record Book and copies of each of the Companies' Bylaws
                  and Operating Agreements, as amended to date, certified by the
                  Secretary of each of Companies as being complete and correct.

         2.3.     CAPITAL STOCK OF CAPITAL SAVINGS. Schedule 2.3 shows the
                  authorized capital shares of Capital Savings, and its par
                  value; all of the shares shown on Schedule 2.3 are duly and
                  validly issued, outstanding, fully paid and non-assessable.
                  There are no outstanding options, warrants or agreements of
                  any kind for the issuance or sale of, or outstanding
                  securities convertible into any shares of capital stock of
                  Capital Savings. . The Seller has complete and unrestricted
                  power to sell, convey, assign, transfer and deliver the shares
                  to Buyer. The transfer of the shares pursuant to this
                  Agreement will pass to Buyer good, valid and marketable title
                  to the shares, free and clear of all liens, pledges, options,
                  charges and adverse claims of every nature. Upon delivery of
                  the shares to Buyer pursuant to this Agreement, Buyer will
                  have good, valid and marketable title to all the outstanding
                  shares of capital stock of Capital Savings, and the shares
                  will be, when delivered, duly authorized, validly issued,
                  fully paid and non-assessable.

         2.4.     FINANCIAL STATEMENTS. Attached as Schedule 2.4 are the balance
                  sheet of Capital Savings, P1anMax and CSCMS as of December
                  31St, 1998 and August 31St, 1999, and the related statements
                  of income and retained earnings and changes in financial
                  position for each of the periods then ended including in each
                  case the related footnotes thereof, all certified or prepared
                  by Thomas, Judy & Tucker, P.A., Certified Public Accountants,
                  16 East Rowan Street, Raleigh, North Carolina, (the "Financial
                  Statements"). The Financial Statements have been prepared in
                  accordance with GAAP applied on a basis consistent with that
                  of the preceding year and present fairly the financial
                  position of Capital Savings, P1anMax and CSCMS respectively as
                  of the dates set forth and the results of its operations for
                  the period indicated.

         2.5.     ABSENCE OF UNDISCLOSED LIABILITIES. Except as and to the
                  extent reflected or reserved against in the Financial
                  Statements as of December 31St, 1998 and

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                  August 31st, 1999, Capital Savings has no liabilities or
                  obligations (including refund obligations to present or past
                  customers asserted as of that date), secured or unsecured
                  (whether absolute or contingent) of a nature required to be
                  reflected in audited financial statements including notes
                  thereto. Neither Capital Savings nor the Seller know of or
                  have any reasonable grounds to know the basis for the
                  assertion against the Capital Savings as of December 31 St,
                  1998 and August 31 St, 1999 of any material claim or liability
                  of any nature not fully reflected or reserved against in the
                  Financial Statements or any material liability or claim of any
                  nature arising since that date except those incurred in the
                  ordinary course of business.

         2.6.     ABSENCE OF CHANGES. Except as scheduled on Schedule 2.6 and as
                  may be reflected in this Agreement or the other Schedules
                  hereto since September 1 St, 1999, there has not been (i) any
                  material adverse changes in the financial condition or in the
                  operations, business, prospects, properties or assets of the
                  Companies; (ii) any material damages, destruction or loss to
                  any of the properties or assets of the Companies, whether or
                  not covered by insurance, which might adversely affect or
                  impair the ability of the Companies to conduct their business;
                  (iii) any labor trouble or any event or condition of any
                  character related thereto which may materially and adversely
                  affect the business of the Companies'; (iv) any declaration,
                  setting aside or payment of any dividend or any distribution
                  with respect to the capital stock of the Companies; (v) any
                  contingent liability incurred by either of the Companies as a
                  guarantor or otherwise with respect to the obligations of
                  others; (vi) any mortgage, encumbrance or lien placed upon any
                  of the properties of the Companies and which remains in
                  existence on the date of this Agreement or on the Closing
                  Date; (vii) any purchase, sale or other disposition or any
                  other agreement for the purchase, sale or disposition of any
                  of the properties or assets of the Companies except in the
                  ordinary course of business; (viii) any change in compensation
                  in excess of ten percent (10%) per annum payable or to become
                  payable by the Companies to any of its officers, employees or
                  agents, or any bonus, payment or arrangement with respect to
                  any of such officers, employees or agents; (ix) any payment to
                  either Seller in the form of salary or other compensation; (x)
                  any expense allowance paid to any person whether in the form
                  of advance or loan except for reimbursement of expenses
                  previously incurred or reasonable expenses incurred in the
                  ordinary course of business.

         2.7      CONDITIONS AFFECTING THE COMPANIES' BUSINESS. Except as set
                  forth in Schedule 2.7, there are no conditions known to Seller
                  or Shareholders of Seller with respect to the markets
                  facilities, personnel, suppliers or business relationships of
                  the Companies which may materially and adversely affect the
                  Companies' business or prospects. The Companies have received
                  no notice of any violation of any federal or state mortgage
                  banking, franchise, securities or other law, rule or
                  regulation, including environmental or zoning regulations or
                  other ordinances or laws with respect to their business or
                  properties, and the Companies are not in violation of any such
                  laws, rules or ordinances with respect to their business or
                  properties.

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         2.8.     ACCOUNTS RECEIVABLE. All accounts receivable arising from the
                  Capital Savings business are valid and subsisting amounts
                  owing to Capital Savings, have been acquired in the ordinary
                  course of business and are carried on the books at values
                  determined in accordance with GAAP, are not subject to
                  defenses, setoffs or claims of the mortgagor (other than those
                  already accounted or) arising from the acts or omissions of
                  Capital Savings. All accounts receivable arising from the
                  business of PlanMax, CSCMS and ACM are valid and subsisting
                  amounts owing to either entity, have been acquired in the
                  ordinary course of business and are carried on the books at
                  values determined in accordance with GAAP, are not subject to
                  defenses, setoffs or claims or the obligor (other than those
                  already accounted or) arising from the acts or omissions of
                  PlanMax.

         2.9.     REAL PROPERTY. Attached, as Schedule 2.9 is a list of all real
                  property, which is either owned or leased by any of the
                  Companies. Each of the leases set forth in Schedule 2.9 is
                  valid and in full force and effect in accordance with its
                  terms. There is no material default or claimed default under
                  any of the leases by the Companies, and there does not exist
                  any event which, with notice or lapse of time or both, would
                  constitute a default. No consent of any party to any of such
                  leases is necessary or required upon the transfer of the
                  Shares from Seller to Buyer.

         2.10.    PERSONAL PROPERTY. The Companies have good and marketable
                  title to all of the personal property used by them, free and
                  clear of all mortgages, security interests, pledges, liens,
                  conditional sales agreements, charges or encumbrances, except
                  as set forth in Schedule 2.10 and except as set forth therein,
                  there are no financing statements under the Uniform Commercial
                  Code which names either of the Companies as a debtor. At
                  Closing, Seller will cause each and all liens set forth in
                  Schedule 2.10 (except liens securing obligations which will
                  remain with the Companies) to be eliminated so that the
                  Companies will own all personal property free and clear of
                  liens, encumbrances and charges. To the best of Seller'
                  knowledge, all personal property used in the Companies'
                  business is in good and serviceable condition, normal wear and
                  tear excepted other than such personal property which may be
                  temporarily out of service in the normal course of business.

         2.11.    MORTGAGE BANKING BUSINESS AND COMPLIANCE WITH LAW. Capital
                  Savings has not taken or failed to take any action the effect
                  of which would operate to invalidate or materially impair the
                  approval, guarantee or commitment to insure of any Agency.
                  (such as Federal Housing Administration, Veteran's
                  Administration, Fannie Mae, Ginnie Mae, Freddie Mac or any
                  state regulatory agency with the authority to regulate the
                  business of the Companies) or private mortgage insurers with
                  which Capital Savings conducts business. Complete and accurate
                  records in all material respects for all present and past
                  accounts have been maintained consistent with the operations
                  of a mortgage brokerage business. All required disclosure
                  forms, reports and records have been prepared, completed,
                  maintained and filed in all material respects in accordance
                  with all applicable federal and state laws and regulations. In
                  addition, the Companies have complied with all applicable
                  federal, state, local or foreign laws, ordinances,
                  regulations, and rules,

                                       10

<PAGE>

                  and all orders, writs, injunctions, awards, judgments, and
                  decrees applicable to it or to its assets, properties, and
                  business, including but not limited to its business of taking
                  applications for, originating, underwriting, processing and
                  selling mortgage loans (collectively, "Applicable Law").
                  Seller and each of its subsidiaries hold all valid licenses
                  and other governmental permits that are necessary and/or
                  legally required to be held by them to conduct their
                  respective businesses as presently conducted.

         2.12.    IMPROPER PAYMENTS. Seller has not, (i) used any funds for
                  unlawful contributions, gifts, entertainment or other unlawful
                  expenses relating to political activity, (ii) made any
                  unlawful payment to foreign or domestic government officials
                  or employees or to foreign or domestic political parties or
                  campaigns or violated any provision of the Foreign Corrupt
                  Practices Act of 1977, as amended, or (iii) made any other
                  unlawful payment.

         2.13.    CAPITAL SAVINGS PIPELINE. Schedule 2.13 is a complete and
                  accurate list of the Capital Savings loans in the Pipeline
                  (defined as loans originated by Capital Savings prior to the
                  Effective Time and not funded, and accrued as of August 31St,
                  and September 30d', 1999) on the date hereof, such list to be
                  updated upon the request of Buyer. Each of the loans listed is
                  owned by Capital Savings free and clear of all liens or
                  encumbrances whatsoever.

         2.14.    REPRESENTATIONS WITH RESPECT TO MORTGAGE LOANS AND CONTRACTS
                  AND ASSETS TRANSFERRED HEREUNDER. a) No breach or violation of
                  any representation, warranty or covenant exists which
                  individually or collectively would have an adverse effect,
                  material or otherwise, on Capital Savings with respect to any
                  mortgage loans, the ownership of which has been transferred by
                  Capital Savings to any person and notwithstanding the general
                  indemnity provisions contained in this Agreement, Seller shall
                  defend, indemnify and hold harmless Buyer, as more fully set
                  forth in Section 9, specifically with respect to any claims
                  against Buyer or Capital Savings by any transferee of any
                  mortgage loan originated or transferred by Capital Savings
                  prior the Closing Date. b) No breach or violation of any
                  representation, warranty or covenant exists which individually
                  or collectively would have an adverse effect, material or
                  otherwise, on the P1anMax or CSCMS assets transferred or
                  contracts assigned hereunder by PlanMax, CSCMS or ACM. Upon
                  closing of this Agreement, Buyer shall have good and
                  unencumbered title to the assets and contracts described
                  herein in Sections 1.2, 1.3 and 1.4.

         2.15.    TRADENAMES, TRADEMARKS, COPYRIGHTS AND OTHER INTELLECTUAL
                  PROPERTY. Schedule 2.15 is a true and complete listing of all
                  tradenames, trademarks, service marks, copyrights and the
                  registrations therefore owned or used by the Companies and a
                  brief description of each, and all Intellectual Property as
                  defined below necessary or required for the conduct of the
                  business of the Companies. To the best knowledge of Seller and
                  Shareholders of Seller, none of the Companies has infringed,
                  and is not now infringing, any tradename, service mark, or
                  copyright belonging to any other person. Except as set forth
                  in Schedule 2.15, none of the

                                       11

<PAGE>

                  Companies is a party to any license, agreement or arrangement,
                  whether as a licensor, licensee or otherwise, with respect to
                  any trademark, tradename, service mark or copyright used by
                  the Companies. Except as expressly specified in Schedule 2.15,
                  the business of the Companies may be conducted without license
                  by others for the use of any tradename, trademark, service
                  mark or copyright. As used herein, the term "INTELLECTUAL
                  PROPERTY" means, collectively, all worldwide industrial and
                  intellectual property rights, including, without limitation,
                  patents, patent applications, patent rights, trademarks,
                  trademark registrations and applications therefor, trade dress
                  rights, trade names, service marks, service mark registrations
                  and applications therefor, logos Internet domain names,
                  Internet and World Wide Web URLs or addresses, copyrights,
                  copyright registrations and applications therefor, moral
                  rights, mask work rights, mask work registrations and
                  applications therefor, franchises, licenses, inventions, trade
                  secrets, know-how, customer lists, supplier lists, proprietary
                  processes and formulae, software source code and object code,
                  algorithms, net lists, architectures, structures, screen
                  displays, layouts, inventions, development tools, designs,
                  blueprints, specifications, technical drawings (or similar
                  information in electronic format) and all documentation and
                  media constituting, describing or relating to the foregoing,
                  including, without limitation, manuals, programmers' notes,
                  memoranda and records.

         2.16.    LITIGATION AND LABOR MATTERS. Except as set forth in Schedule
                  2.16, there is no suit, action, arbitration, or legal,
                  administrative or other proceeding or governmental
                  investigation pending or, to the knowledge of Seller or
                  Shareholders of Seller, threatened against the Seller, the
                  Companies or the Shareholders of Seller. No labor disputes are
                  pending, or to the knowledge of Seller or Shareholders of
                  Seller, threatened, nor is unionization threatened at either
                  of the Companies. None of the Companies are \ subject to any
                  order, writ, injunction or decree of any federal, state or
                  local court, department or agency or instrumentality. To the
                  best knowledge of Seller, each of the Companies have complied
                  in all material respects with all applicable laws, rules and
                  regulations relating to the employment of labor, including
                  laws relative to wages, hours and the payment or withholding
                  of taxes for its employees. With respect to any matters
                  scheduled on Schedule 2.16, and notwithstanding the general
                  indemnity provisions contained herein, Seller and Shareholders
                  of Seller shall defend, indemnify and hold harmless Buyer, as
                  more fully set forth in Section 9, with respect to any loss
                  with respect thereto.

         2.17.    CONTRACTS AND AGREEMENTS. Except for agreements listed
                  elsewhere in this Agreement or in other Schedules pertaining
                  hereto, Schedule 2.17 is a complete and accurate list of all
                  agreements, commitments and understandings, written or oral,
                  to which the Companies are a party or are bound, (the
                  "Contracts"). Except as set forth in Schedule 2.17, all the
                  Contracts are presently valid, existing and in full force and
                  effect, and there is no material default by the Companies or
                  the written claim of default by any party thereto, or any
                  threatened cancellation thereof known to Seller. True and
                  complete copies of the Contracts have been delivered to the
                  Buyer.

                                       12

<PAGE>

         2.18.    TAX RETURNS. Each of the Companies have timely filed or caused
                  to be filed all federal, state and local tax returns for
                  income taxes, sales taxes, withholding and all payroll taxes,
                  property taxes, and all other taxes of every kind whatsoever
                  required by law to have been filed, and all such tax returns
                  are complete and accurate. Each of the Companies have paid or
                  caused to be paid all taxes which have become due, whether
                  pursuant to said returns or pursuant to any assessments or
                  otherwise, and there is no further liability (whether or not
                  disclosed on such returns or assessments) for any such taxes,
                  and no interest or penalties accrued or accruing with respect
                  thereto, except a may be set forth in the balance sheets and
                  statements of operations referred to herein. None of the
                  Companies or Seller has filed any consent for the Companies
                  under Section 341(I) of the Internal Revenue Code.

         2.19.    INSURANCE POLICIES. The Companies are each insured with
                  reputable insurers against such risks and in' such amounts
                  normally insured against by companies of the same type and in
                  the same line of business. All of the insurance policies,
                  binders or bonds maintained are in full force and effect and
                  none of the Companies is in default under any such policies.
                  Schedule 2.19 is a description of all insurance policies held
                  by the Companies concerning their business and properties.
                  Each of the Companies has maintained and will maintain such
                  insurance on assets and properties through the Closing and
                  purchase additional "tail" coverage to protect Buyer from any
                  and all claims incurred but not reported as of the Closing.
                  Seller shall provide Buyer with evidence of such insurance at
                  or prior to the Closing Date. After Closing, such insurance
                  will be terminated for the Companies, and Seller will take
                  appropriate action so that the Companies and Buyer will obtain
                  the benefits of the Companies' prepaid insurance.

         2.20.    AUTHORIZATION AND APPROVALS. The Board of Directors, the
                  shareholders and members of each of the Seller and the
                  Companies have approved the transactions contemplated by this
                  Agreement, have approved the execution and delivery of this
                  Agreement and have full power to authorize the consummation of
                  this Agreement without any further corporate authorization.
                  This Agreement is a valid and binding agreement of Seller,
                  Shareholders of Seller and the Companies in accordance with
                  its terms.

         2.21.    VIOLATION OF OTHER INSTRUMENTS. Neither the execution of this
                  Agreement nor the consummation of the transactions
                  contemplated by this Agreement will result in the breach of
                  any of the terms or provisions of, or constitute a default or
                  an event which, with notice or lapse of time or both, would
                  constitute a default under, the Articles of Incorporation or
                  Organization or the By-laws or Operating Agreement of the
                  Companies, or any lease, license, promissory note, conditional
                  sales contract, commitment, indenture, deed of trust,
                  instrument or other agreement to which Seller, Shareholders of
                  Seller or the Companies is a party or by which their property
                  is bound, or constitute an event which would permit any party
                  to any such agreement to terminate or accelerate such
                  agreement, or result in the creation or imposition of alien,
                  charge or encumbrance against any asset of the Companies.

                                       13

<PAGE>

         2.22.    THIRD PARTY CONSENTS AND APPROVALS. No consent, approval or
                  other action by any governmental authority or third party
                  consent is required in connection with the execution, delivery
                  and performance of this Agreement which consent has not been
                  obtained.

         2.23.    INTEREST IN CREDITORS. Seller does not have any direct or
                  indirect interest in any creditor, competitor, supplier,
                  lessor or customer, including lessees, other than the
                  interests set forth in Schedule 2.23, or in the other
                  Schedules attached to this Agreement and neither the execution
                  nor performance of this Agreement or the Employment Agreements
                  will result in a conflict of interest

         2.24.    BANKS, SAFETY DEPOSIT BOXES. Schedule 2.24 lists the names and
                  addresses of all banks or financial institutions in which
                  either of the Companies have an account, deposit or safety
                  deposit box, with the names of all persons authorized to draw
                  on these accounts or deposits or to have access to all boxes.

         2.25.    POWERS OF ATTORNEY. None of the Companies have given any
                  outstanding power of attorney.

         2.26.    MINUTE BOOKS. The minute books of the Companies accurately
                  reflect all actions taken by its shareholders, board of
                  directors, members and committees at their respective
                  meetings. Seller will indemnify and hold Buyer harmless from
                  and against any third parties liability or claim based upon or
                  resulting from lack of formality or due authorization of
                  actions taken by the Companies prior to the Closing.

         2.27.    DATA PROCESSING. The Companies have good and valid title or
                  valid license to the data processing software (including
                  documentation, user manuals, upgrades and current release,
                  etc.) currently used by them and the data processing system
                  (software and hardware) is operating in the intended manner.

         2.28.    OUTSIDE EMPLOYMENT. Schedule 2.28 sets forth all current
                  written or oral employment agreements of Bo Batchelder or Todd
                  Ballenger in which either is an employer, employee,
                  independent contractor or owner of 5% or more of any
                  corporation, partnership, joint venture, sole proprietorship
                  or other business venture.

         2.29.    EMPLOYEES, ERISA AND OTHER COMPLIANCE. Schedule 2.29 is a list
                  of all employees of Capital Savings and their current rate of
                  pay, and all agreements, employment handbooks, policies;
                  practices or understandings (written or oral) concerning or
                  affecting the employees, or any employee bonus program,
                  incentive plan or employee benefit plan. Capital Savings is in
                  compliance in all material respects with all applicable laws,
                  agreements and contracts relating to employment, employment
                  practices, immigration, wages, hours, and terms and conditions
                  of employment, including, but not limited to, employee
                  compensation matters. Capital Savings does not have any
                  employment contracts or consulting agreements currently in
                  effect that are not terminable at will (other than

                                       14

<PAGE>

                  agreements with the sole purpose of providing for the
                  confidentiality of proprietary information or assignment of
                  inventions).

                  (a)      ERISA. Capital Savings does not have any pension plan
                           which constitutes, or has since the enactment of the
                           Employee Retirement Income Security Act of 1974, as
                           amended ("ERISA") constituted, a "multi-employer
                           plan" as defined in Section 3(37) of ERISA. No
                           pension plan of Capital Savings is subject to Title
                           IV of ERISA.

                  (b)      CAPITAL SAVINGS BENEFIT ARRANGEMENTS. Schedule
                           2.29(b) lists each employment, severance or other
                           similar contract, arrangement or policy, each
                           "employee benefit plan" as defined in Section 3(3) of
                           ERISA and each plan or arrangement (written or oral)
                           providing for insurance coverage (including any
                           self-insured arrangements), workers' benefits,
                           vacation benefits, severance benefits, disability
                           benefits, death benefits, hospitalization benefits,
                           retirement benefits, deferred compensation,
                           profit-sharing, bonuses, stock options, stock
                           purchase, phantom stock, stock appreciation or other
                           forms of incentive compensation or post-retirement
                           insurance, compensation or benefits for employees,
                           consultants or directors which is entered into,
                           maintained or contributed to by Seller and covers any
                           employee or former employee of Seller. Such
                           contracts, plans and arrangements as are described in
                           this Section are hereinafter collectively referred to
                           as "Capital Savings Benefit Arrangements", Seller has
                           delivered to Buyer or its counsel a complete and
                           correct copy and description of each Capital Savings
                           Benefit Arrangement.

                  (c)      COMPLIANCE. Each Capital Savings Benefit Arrangement
                           has been maintained in compliance in all material
                           respects with its terms and with the requirements
                           prescribed by any and all statutes, orders, rules and
                           regulations that are applicable to such Capital
                           Savings Benefit Arrangement, and each such Capital
                           Benefit Arrangement that is an "employee pension
                           benefit plan" as defined in Section 3(2) of ERISA
                           which is intended to qualify under Section 401(a) of
                           the Code has received a favorable determination
                           letter that such plan satisfied the requirements of
                           the Tax Reform Act of 1986 (a copy of which letters)
                           have been delivered to Buyer and its counsel).
                           Capital Savings has timely filed and delivered to
                           Buyer and its counsel the most recent annual report
                           (Form 5500) for each Capital Savings Benefit
                           Arrangement that is an "employee benefit plan" as
                           defined under ERISA. Capital Savings has never been a
                           participant in any "prohibited transaction", within
                           the meaning of Section 406 of ERISA with respect to
                           any employee pension benefit plan (as defined in
                           Section 3(2) of ERISA) which Capital Savings as
                           employer or in which Capital Savings participates as
                           an employer, which was not otherwise exempt pursuant
                           to Section 408 of ERISA (including any individual
                           exemption granted under Section 408(a) of ERISA), or
                           which could result in an excise tax under the Code.

                                       15

<PAGE>

                  (d)      CONTRIBUTIONS. All contributions due from Capital
                           Savings or any of its subsidiaries with respect to
                           any of the Capital Savings Benefit Arrangements have
                           been made or have been accrued on Seller's financial
                           statements, and no further contributions will be due
                           or will have accrued thereunder as of the Closing
                           Date.

                  (e)      PARTICIPATION. All individuals who, pursuant to the
                           terms of any Capital Savings Benefit Arrangement, are
                           entitled to participate in any such Capital Savings
                           Benefit Arrangement, are currently participating in
                           such Capital Savings Benefit Arrangement or have been
                           offered an opportunity to do so and have declined in
                           writing.

                  (f)      NO INCREASE IN EXPENSE. There has been no amendment
                           to, written interpretation or announcement (whether
                           or not written) by Capital Savings relating to, or
                           change in employee participation or coverage under,
                           any Capital Savings Benefit Arrangement that would
                           increase materially the expense of maintaining such
                           Capital Savings Benefit Arrangement above the level
                           of the expense incurred in respect thereof for
                           Capital Savings' most recent fiscal year.

                  (g)      CONTINUATION OF COVERAGE; COBRA. The group health
                           plans (as defined in Section 4980B(g) of the Code)
                           that benefit employees of Seller are in compliance,
                           in all material respects, with the continuation
                           coverage requirements of Section 4980B of the Code as
                           such requirements affect Seller, its subsidiaries and
                           their employees. As of the Closing Date, there will
                           be no material outstanding, uncorrected violations
                           under the Consolidation Omnibus Budget Reconciliation
                           Act of 1985, as amended ("COBRA"), with respect to
                           any of Capital Savings Benefit Arrangements, covered
                           employees, or qualified beneficiaries that could
                           result in a material adverse effect on Seller, or in
                           a material adverse effect on Buyer after the Closing
                           Date.

         2.30.    ADEQUACY OF REPRESENTATIONS AND WARRANTIES. None of the
                  warranties and representations made by Seller and Shareholders
                  of Seller in this Agreement, or in the Schedules to this
                  Agreement, or in the certificates furnished by Seller under
                  this Agreement, contains or will contain any untrue statement
                  of a material fact, or omit to state a material fact necessary
                  in order to make the statements contained herein or therein
                  not misleading.

3.       PROVISIONS REGARDING BUYER COMMON STOCK AND REGISTRATION RIGHTS.

         3.1.     INVESTMENT REPRESENTATIONS. Seller and each of the
                  Shareholders of Seller represent and warrant that it is their
                  present intention to acquire the shares of Buyer's Common
                  Stock received by them pursuant to this Agreement for
                  investment and not with a view to the distribution or resale
                  thereof, and agree to reaffirm this investment representation
                  in writing at any time that any such shares are issued to them
                  and further agree that Buyer may defer issuing any such shares

                                       16

<PAGE>

                  if and so long as Seller or the Shareholders of Seller fail to
                  deliver such representation. Seller and the Shareholders of
                  Seller have conducted their own investigation and evaluation
                  of Buyer's business and financial condition and have had to
                  opportunity to obtain such information pertaining to Buyer as
                  has been requested.

         3.2.     AGREEMENT OF SELLER AND SHAREHOLDERS OF SELLER. Seller and
                  each of the Shareholders of Seller agrees that they will not
                  sell or transfer any of the shares of Buyer's Common Stock
                  received by them hereunder unless a determination is made that
                  registration of such shares under the Securities Act of 1933,
                  as amended (the "Act") is not required in connection with such
                  transaction, or unless a registration statement under the Act
                  is then in effect with respect to such shares and the
                  purchaser or transferee shall have been furnished with a
                  prospectus meeting the requirements of Section 10 of the Act,
                  in any of which events such shares will be transferable in
                  such transaction or pursuant to such registration statement.
                  For purposes of this Agreement a determination that
                  registration of shares of Buyers Common Stock under the Act is
                  not required in connection with a transaction shall be deemed
                  to have been made if and when an opinion of counsel acceptable
                  to Buyer is rendered to such effect.

         3.3.     LEGEND. Buyer shall endorse on the certificates for the shares
                  of Buyer Common Stock deliverable to the Seller and
                  Shareholders of Seller an appropriate reference to the
                  foregoing provisions of this Section 3, and the transfer agent
                  shall be instructed not to transfer any of such shares unless
                  it has been advised by Buyer or has otherwise been satisfied
                  that Seller and the Shareholders of Seller have complied with
                  such provision.

         3.4.     REGISTRATION RIGHTS. If Buyer proposes to register shares of
                  Buyer Common Stock under the Act as a result of the exercise
                  of demand registration rights held by the holders of the
                  Buyer's Common Stock, or otherwise registers the shares of the
                  Buyer's senior executive officers, Buyer will give reasonable
                  notice to Shareholders of Seller and upon the written request
                  of Shareholders of Seller, the Buyer will use reasonable
                  efforts to effect the registration of the shares that may be
                  issued hereunder.

                  a.       In addition, if (x) Buyer's counsel does not issue a
                           tax opinion to Seller at closing that the
                           transactions contemplated hereby will be treated as
                           tax-free exchanges or (y) Seller or its owners either
                           (i) elects to report any transaction, or part
                           thereof, as a taxable transaction or (ii) Seller or
                           its owners report the transactions as tax-free
                           exchanges but the IRS or any state tax authority
                           challenges any transaction, or part thereof, as not
                           being a tax-free exchange and Seller or its owners
                           pay or agree to pay a tax with respect thereto, then
                           Buyer agrees to file a registration statement on Form
                           S-3 (or successor form, the " S-3 Registration
                           Statement") with the SEC to register the shares
                           issued to Seller hereunder and maintain its
                           effectiveness on the following conditions:

                                       17

<PAGE>

                           i.       Buyer will file a Form S-3 (or successor
                                    form) within 60 days of becoming eligible to
                                    file such registration statement, which
                                    Seller understands currently would not be
                                    until Buyer has been a '34 Act company for
                                    12 months and had timely filed all of its
                                    SEC periodic reports (Form 10-K, Forms
                                    10-Qs, etc.).

                           ii.      Buyer will not be obligated to file such
                                    registration statement or maintain its
                                    effectiveness at any time that Seller is
                                    eligible to sell all of its shares of
                                    Buyer's Common stock in ordinary brokerage
                                    transactions pursuant to Rule 144.

                           iii.     It is acknowledged and agreed that Buyer's
                                    eligibility to utilize Form S-3 is dependent
                                    on Buyer not having been late in any
                                    periodic reports required to be filed under
                                    the '34 Act, such as Form l OK or Form lOQ
                                    and that ineligibility to use form S-3 due
                                    to non-compliance with the conditions
                                    required for use of such form shall not be
                                    considered a breach hereunder. However,
                                    Buyer agrees to use best efforts to timely
                                    file such reports.

                           iv.      Buyer shall not be required to file a Form
                                    S-3 if the circumstances in clause (y) of
                                    Section 3.4(a) are a consequence of Seller's
                                    failure to dissolve and liquidate P1anMax
                                    and ACM/USA, or either of them.

                  b.       Notwithstanding the foregoing, if Buyer is otherwise
                           required to file the Form S-3 Registration Statement
                           pursuant to the terms of this Agreement, but is
                           unable to do so, or to maintain its effectiveness
                           because, in the opinion of Buyer's counsel, it does
                           not comply with any one or more of the eligibility
                           requirements for the use of Form S-3, such failure
                           shall not be deemed a breach of this Agreement and,
                           in such event, Seller shall have the right to receive
                           an advance payment of such portion of the Earnout as
                           shall be sufficient to pay the taxes then immediately
                           due on this transaction, up to a maximum amount equal
                           to [(x) the value of the shares received (determined
                           based upon their value on the date received)
                           multiplied by the effective federal (and, if
                           applicable, state) tax rate applicable to the shares
                           received minus (y) the sum of (i) the value of any
                           shares which may then be sold on the open market
                           under a then effective Form S-3, pursuant to Rule 144
                           or otherwise and (ii) the amount of proceeds realized
                           from the prior sale of any shares (reduced by any
                           amounts used (or designated to be used) to satisfy
                           federal or state income taxes attributable to either
                           the receipt or sale of shares) (the "Earnout
                           Advance"), and Seller shall have the right to set off
                           against the Earnout Advance any current or future
                           amounts that may be due to Seller under this
                           Agreement, and further any such Earnout Advance shall
                           be evidenced by a promissory note, in a form
                           acceptable to Buyer, with principal and interest
                           payable monthly over a period of three years, at the
                           prevailing prime rate of interest, and secured by any
                           shares of stock of Buyer paid as a down payment on
                           the purchase price, or pursuant to the Earnout as
                           described

                                       18

<PAGE>

                           herein. Any Earnout Advance provided hereunder shall
                           be made at such time or times which enable the Seller
                           to make all required estimated and final federal and
                           state income tax payments, if any, attributable to
                           the receipt of the shares and shall be determined at
                           the time of any advance.

                  c.       If, because of the size of this transaction, Buyer is
                           required to file audited financial statements with
                           the Securities and Exchange Commission (the "SEC")
                           for any period prior to closing, and if such
                           statements are not available and an audit cannot be
                           completed subsequent to the Closing on a timely
                           basis, Buyer shall not be required to register shares
                           of Seller during any period during which Buyer is not
                           eligible to use Form S-3 by reason of the absence of
                           such audited financial statements. If such audited
                           financial statements are required to be filed by
                           Buyer with the SEC after Closing but are not
                           available from Seller, Shareholders of Seller shall
                           be required to make representations required by
                           Buyer's accountants in order for Buyer's accountants
                           to perform and complete the required audit. Moreover,
                           it is acknowledged and agreed that Buyer would be
                           ineligible to utilize Form S-3 if acquisition of
                           Seller's businesses is a material acquisition
                           reportable on Form 8K and Buyer does not include with
                           the Form 8K report the required audited financial
                           statements of the acquired businesses, and such event
                           shall not be a breach of any of Buyer's obligations
                           hereunder if it occurs because the required audited
                           financial statements of such businesses cannot be
                           obtained.

                  d.       If in connection with the registration of any
                           securities of Buyer hereunder, the managing
                           underwriter advises the Buyer that the total number
                           of securities requested to be registered by the
                           current, or future holders of registration rights
                           exceeds the number of securities that can be sold in
                           an orderly manner within an acceptable price range,
                           then the Buyer's securities shall be included first,
                           second the securities of all other holders of
                           registration rights who received such registration
                           rights prior to the Closing Date, and third the
                           shares of Buyer's Common Stock issued hereunder prior
                           to the effective date of such registration statement.

                  e.       The Registration Rights granted hereunder shall
                           terminate as to Ballenger or Batchelder if the
                           Employment Agreement of either is terminated by the
                           Buyer prior to the expiration of the term thereof for
                           Cause as defined therein, or if terminated by either
                           Ballenger or Batchelder due to their voluntary
                           resignation prior to the-expiration of the Term of
                           such Employment Agreements.

4.       REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer represents and warrants to Seller as follows:

         4.1      ORGANIZATION AND QUALIFICATION. The Buyer is a corporation
                  duly organized, validly existing and in good standing under
                  the laws of the State of Florida whose shares are publicly
                  traded on NASDAQ. Acquisition Corp. is a corporation duly

                                       19

<PAGE>

                  organized, validly existing and in good standing under the
                  laws of the State of Florida.

         4.2      CONFLICTING AGREEMENTS, BY-LAWS AND CHARTER PROVISIONS.
                  Neither the execution or delivery of this Agreement, or any
                  other document to be delivered pursuant to this Agreement, nor
                  the fulfillment or compliance with the terms and provisions of
                  this Agreement, will conflict with the terms, conditions or
                  provisions of the articles or by-laws of the Buyer or
                  Acquisition Corp., or any agreements or instrument to which
                  Buyer or Acquisition Corp. is subject or by which their
                  respective properties are bound.

         4.3      AUTHORIZATION AND APPROVALS. The Boards of Directors of the
                  Buyer and Acquisition Corp. have approved the transactions
                  contemplated in this Agreement and have authorized the
                  execution and delivery of this Agreement. The sole shareholder
                  of Acquisition Corp. has approved this Agreement and the Plan
                  of Merger. No further approval or authorization will be
                  necessary nor will the approval of any third person, entity or
                  governmental agency be required for the Buyer or Acquisition
                  Corp. to consummate this Agreement, which approval has not
                  been obtained. This Agreement is a valid and binding agreement
                  of the Buyer and Acquisition Corp. in accordance with its
                  terms.

5.       ADDITIONAL COVENANTS AND AGREEMENTS

         Between the date hereof and the Closing date, except with written
         consent of the Buyer:

         5.1.     CONDUCT OF BUSINESS. Each of the Companies shall conduct its
                  business only in the usual and ordinary course and (i) the
                  character of such business shall not be changed; (ii) there
                  shall be no material change in the amount of any of the assets
                  or liabilities as shown on the Financial Statements; (iii)
                  there shall be no change in the Articles of Incorporation or
                  Organization or Bylaws or Operating Agreement; (iv) there
                  shall be no change in the authorized or issued shares; (v)
                  there shall be no increase made in the compensation paid or
                  payable by either of the companies to any of its directors,
                  officers, employees; (vi) no assets shall be sold except in
                  the ordinary course and for good and sufficient consideration;
                  (vii) none of the Companies shall enter into any written or
                  oral contract except in the ordinary course of business (viii)
                  none of the Companies shall amend, terminate or change any
                  contract described in any Schedule hereof to which it is a
                  party except in the ordinary course; (ix) none of the
                  Companies shall sell any stock, bonds or other securities; (x)
                  none of the Companies shall incur any obligation or liability
                  (absolute or contingent) except in the ordinary course of
                  business or as described in the Schedules attached hereto;
                  (xi) none of the Companies shall discharge or satisfy any lien
                  or encumbrance or pay any obligation or liability absolute or
                  contingent other than current liabilities shown on the balance
                  sheets heretofore delivered and current liabilities incurred
                  since that date except; (xii) none of the Companies shall make
                  any payment or distribution to its shareholders or purchase or
                  redeem any of its capital stock; (xiii) none of the Companies
                  shall mortgage, pledge or subject to lien or encumbrance any
                  of its assets, tangible or

                                       20

<PAGE>

                  intangible; (xiv) none of the Companies shall cancel any debts
                  or claims or waive any rights; (xv) none of the Companies
                  shall sell assign or transfer any patent or other intangible
                  asset; (xvi) none of the Companies shall adopt any profit
                  sharing, pension or bonus plan.

         5.2.     CONSENTS AND APPROVALS. The parties shall jointly seek to
                  obtain the consent of any required regulatory authorities for
                  the transaction described in the Plan of Merger. Seller
                  acknowledges that it is Seller's sole responsibility to secure
                  such consents at Seller's expense.

         5.3.     FURTHER ASSURANCES. From time to time, at and after the
                  Closing, at either party's request, without further
                  consideration and without otherwise affecting the indemnities
                  set forth in Section 9, the other party shall execute and
                  deliver at its expense such additional instruments and take
                  such other action (excluding the bringing of suit) as the
                  requesting party may reasonably require to further the
                  purposes and intents of this Agreement.

         5.4.     REPRESENTATIONS AND WARRANTIES UNAFFECTED BY BUYER'S DUE
                  DILIGENCE. It is further acknowledged that any inquiry or
                  investigation made by Buyer independent of this Agreement
                  shall not in any way affect or lessen the representations and
                  the warranties made by Seller in this Agreement or the
                  survival of such representations and warranties at the
                  Closing.

         5.5.     NASDAQ LISTING OF SHARES. Buyer agrees to list with the NASDAQ
                  national market system all of the shares of Buyer's Common
                  Stock issued pursuant to this Agreement.

6.       CONDITIONS PRECEDENT TO THE PERFORMANCE OF BUYER AND ACQUISITION CORP.

                  The obligations of Buyer and Acquisition Corp. to consummate
         the transactions described herein and to perform their respective
         covenants under this Agreement are subject to the satisfaction, on or
         before the Closing, of all the conditions set forth in this Section.
         Buyer and Acquisition Corp. may waive any and all of these conditions
         in whole or in part without prior notice.

         6.1      PERFORMANCE BY SELLER. Seller and Shareholders of Seller shall
                  have performed, satisfied and, complied with all covenants,
                  agreements and conditions required by this Agreement to be
                  performed or complied with on or before the Closing. Each of
                  the representations and warranties made in this Agreement, and
                  the statements contained in any Schedule hereto or in any
                  instrument, list, certificate or writing delivered hereunder
                  shall be true and correct in all material respects, and
                  acceptable to Buyer in its sole discretion, at and as of the
                  Closing Date as though such representations and warranties
                  were made or given on and as of the Closing Date, except for
                  any changes permitted by the terms of this Agreement or
                  consented to in writing by Buyer.

                                       21

<PAGE>

         6.2      RESIGNATIONS, RELEASES AND CORPORATE RECORDS. Seller shall
                  deliver to Buyer:

                  a.       Resignations of all officers and directors of Capital
                           Savings with such resignations to be effective
                           immediately following the consummation of the
                           Closing;

                  b.       General releases by all officers, directors and
                           shareholders of Capital Savings of any liability of
                           Capital Savings to them or any claim which they may
                           have against Capital Savings or Buyer; and

                  c.       The minute books, stock record books and corporate
                           seal of Capital Savings.

         6.3      OPINION OF SELLER'S COUNSEL. Buyer and Acquisition Corp. shall
                  receive from counsel for Seller an opinion, dated the Closing
                  Date, in form and substance satisfactory to Buyer and
                  Acquisition Corp., and their counsel, to the following effect:

                  a.       Each of the Companies is duly organized, valid and
                           existing in good standing under the laws of the State
                           of North Carolina, with full power and authority to
                           own and or lease their properties and conduct their
                           business as now being conducted.

                  b.       The Companies' issued and outstanding stock is as set
                           forth herein; that all of the shares are duly and
                           validly issued, outstanding, fully paid and
                           non-assessable, and that the Seller is the owner of
                           record of the stock of Capital Savings. There are no
                           outstanding options, rights or convertible securities
                           of either of the Companies.

                  c.       Seller has complete and unrestricted power to sell,
                           convey, assign, transfer and deliver the shares of
                           Capital Savings to Buyer; such transfer will pass to
                           Buyer good, valid and marketable title to such
                           shares, free and clear of all liens, pledges,
                           options, charges and adverse claims of every nature
                           whatsoever, and upon delivery of such shares to Buyer
                           pursuant to this Agreement, Buyer will have good,
                           valid and marketable title to all of the outstanding
                           shares of capital stock of Capital Savings, and such
                           shares will be free and clear of all liens,
                           encumbrances, charges or claims.

                  d.       The execution, delivery and performance of this
                           Agreement by Seller and the Companies (i) has been
                           duly authorized by all necessary corporate action,
                           (ii) does not violate any provision of the law or the
                           articles of incorporation or by-laws of the
                           Companies, and (iii) to the best of such counsel's
                           knowledge, will not result in a breach in, or cause a
                           default under, any indenture, agreement or instrument
                           to which the Companies is a party or is bound.

                  e.       This Agreement has been duly and validly executed and
                           delivered by Seller and the Companies and is binding
                           and valid on each of them in accordance with its
                           terms, except as such terms may be limited by
                           bankruptcy,

                                       22

<PAGE>

                           insolvency, reorganization, moratorium and other laws
                           affecting the rights of creditors generally.

                  f.       Except as set forth in this Agreement or in the
                           Schedules to this Agreement, such counsel does not
                           know of any suit, action, arbitration or legal,
                           administrative or other proceeding or governmental
                           investigation pending or threatened against or
                           affecting either of the Companies, their business or
                           properties.

                  g.       The business of the Companies has been conducted in
                           accordance with all applicable federal and state
                           laws, rules and regulations.

                  h.       Such counsel does not know of any action, suit,
                           proceeding or claim pending or threatened against
                           either of the Companies, their properties or
                           businesses, or the transactions contemplated by this
                           agreement, except as set forth herein.

                  i.       No consent, approval or order of any governmental or
                           administrative board or body is required for the
                           execution and delivery by the Seller of this
                           Agreement and the exchange of the shares of capital
                           stock of the Companies with Buyer pursuant hereto.

                  j.       In rendering the foregoing opinion, such counsel may,
                           when reasonable, state their opinion on specific
                           matters of fact to the best of their knowledge, and
                           to the extent they deem such reliance proper, they
                           may rely on certificates of public officials and
                           officers of the Companies and the Seller. Copies of
                           any such certificates shall be delivered to the Buyer
                           and its counsel.

         6.4      ABSENCE OF LITIGATION. No action or other litigation
                  pertaining to the transaction contemplated by this Agreement
                  or to its consummation shall be instituted or threatened on or
                  before the Closing.

         6.5      OTHER AGREEMENTS. All other agreements and covenants referred
                  to in this Agreement shall have been executed or satisfied by
                  Seller and the Companies. Seller represents and warrants that
                  all agreements listed in Schedule 6.5 have been terminated
                  prior to Closing.

         6.6      NO MATERIAL ADVERSE CHANGE. No material adverse change in the
                  financial condition or prospects of the Companies has occurred
                  other than changes in the mortgage banking industry generally.

7.       CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE

                  The obligations of Seller to consummate the transactions
         described herein and perform its covenants under this Agreement are
         subject to the satisfaction, at or before the Closing, of all the
         following conditions set forth below in this Section. Seller may waive
         any or all of these conditions in whole or in part without prior
         notice.

                                       23

<PAGE>

         7.1      PERFORMANCE BY BUYER AND ACQUISITION CORP. Buyer and
                  Acquisition Corp. shall have performed, satisfied and complied
                  with all covenants, agreements and conditions required by this
                  Agreement to be performed or complied with by Buyer and
                  Acquisition Corp., respectively, on or before the Closing.

         7.2      OPINION OF BUYER'S COUNSEL. Seller shall receive from counsel
                  for Buyer and Acquisition Corp., an opinion, dated the Closing
                  Date, in form and substance satisfactory to Seller and its
                  counsel, to the following effect:

                  a.       The Buyer and Acquisition Corp. are each duly
                           organized, valid and existing in good standing under
                           the laws of the State of Florida, with full power and
                           authority to own and or lease their respective
                           properties and conduct their respective businesses as
                           now being conducted.

                  b.       Buyer has complete and unrestricted power to sell,
                           convey, assign, transfer and deliver the shares of
                           Buyer to Seller required hereunder. The transfer of
                           Buyer's Common Stock to Seller on the Closing Date
                           will pass to Seller good, valid and marketable title
                           to such shares of Buyer, free and clear of all liens,
                           pledges, options, charges and adverse claims of every
                           nature whatsoever, and upon delivery of the shares of
                           Buyer to Seller on the Closing Date pursuant to this
                           Agreement, Seller will have good, valid and
                           marketable title to said shares.

                  c.       The execution, delivery and performance of this
                           Agreement by Buyer and Acquisition Corp. (i) has been
                           duly authorized by all necessary corporate action on
                           the part of each corporation, (ii) does not violate
                           any provision of the law or the articles of
                           incorporation or by-laws of the Buyer or Acquisition
                           Corp., and (iii) to the best of such counsel's
                           knowledge, will not result in a breach in, or cause a
                           default under, any indenture, agreement or instrument
                           to which the Buyer or Acquisition Corp. is a party or
                           is bound.

                  d.       This Agreement has been duly and validly executed and
                           delivered by Buyer and Acquisition Corp. and is
                           binding and valid in accordance with its terms,
                           except as such terms may be limited by bankruptcy,
                           insolvency, reorganization, moratorium and other laws
                           affecting the rights of creditors generally.

                  e.       Except as set forth in this Agreement or in the
                           Schedules to this Agreement, such counsel does not
                           know of any suit, action, arbitration or legal,
                           administrative or other proceeding or governmental
                           investigation pending or threatened against or
                           affecting the Buyer or Acquisition Corp., or their
                           respective businesses or properties.

                  f.       Such counsel does not know of any action, suit,
                           proceeding or claim pending or threatened against
                           either the Buyer or Acquisition Corp., their
                           respective properties or businesses, or the
                           transactions contemplated by this Agreement, except
                           as set forth herein.

                                       24

<PAGE>

                  g.       No consent, approval or order of any governmental or
                           administrative board or body is required for the
                           execution and delivery by the Buyer and Acquisition
                           Corp. of this Agreement and the merger of Acquisition
                           Corp. with and into Capital Savings.

                  h.       In rendering the foregoing opinion, such counsel may,
                           when reasonable, state their opinion on specific
                           matters of fact to the best of their knowledge, and
                           to the extent they deem such reliance proper, they
                           may rely on certificates of public officials and
                           officers of the Buyer and Acquisition Corp. Copies of
                           any such certificates shall be delivered to the
                           Seller and its counsel.

8.       DELIVERIES AT CLOSING

                  The following actions shall take place at the Closing, all of
         which shall be deemed to be delivered simultaneously:

         8.1      DOCUMENTS DELIVERED BY SELLER. On the Closing Date and at the
                  Closing, Seller shall deliver or cause to be delivered to
                  Buyer the following instruments:

                  a.       The shares of capital stock of Capital Savings which
                           are the subject of this Agreement duly endorsed with
                           signature guaranteed by a banking institution or a
                           member firm of the New York Stock Exchange;

                  b.       Such documents, bills of sale, assignments and
                           consents to assignments, or approvals as are
                           necessary to effectuate the transfer and assignment
                           of the assets and contracts of P1anMax, CSCMS and the
                           contracts of ACM to Buyer free and clear of all
                           liens, encumbrances or claims by third parties as
                           more particularly described in this Agreement.

                  c.       The resignations and general releases, as applicable,
                           of all directors, officers and employees described in
                           Section 6.2(a).

                  d.       A closing certificate setting forth the name of each
                           bank in which either of the Companies have an account
                           and the names of all persons authorized to draw
                           thereon or who have access thereto.

                  e.       The minute books, stock record books, corporate seals
                           and other corporate instruments of Capital Savings as
                           described in Section 6.2(c).

                  f.       The opinion of counsel referred to in Section 6.3.

                  g.       The Plan of Merger executed by Capital Savings.

                  h.       Articles of Merger executed by Capital Savings that
                           are in form and substance suitable for filing with
                           the States of Florida and North Carolina.

                  i.       Execution of appropriate financing statements to
                           perfect the security interest granted pursuant to
                           Section 1.5(a).

                                       25

<PAGE>

8.2      DOCUMENTS DELIVERED BY BUYER. Buyer shall deliver to Seller the
         following:

         a.       The Shares of Common Stock of Buyer as provided by the Plan of
                  Merger.

         b.       The opinion of Buyer's counsel referred to in Section 7.2.

         c.       The Plan of Merger executed by Acquisition Corp. and Buyer.

         d.       Articles of Merger executed by Acquisition Corp. that are in
                  form and substance suitable for filing with the States of
                  Florida and North Carolina.

9.       SURVIVAL OF REPRESENTATIONS AND WARRANTIES, AND INDEMNIFICATION

         All statements contained in any schedule, document, certificate or
other instrument delivered by or on behalf of any party to this Agreement, or in
connection with the transactions contemplated by this Agreement, shall also be
deemed to be representations and warranties made pursuant to this Agreement,
only limited as specifically provided by the terms hereof. All representations
and warranties shall survive for a period of five (5) years from the Closing
when they shall terminate, unless notice in writing of breach thereof was given
prior to termination, except that representation and warranties for income taxes
set forth in Section 2.18 shall survive until extinguished by the appropriate
statute of limitations period for the tax returns for which such warranties
relate.

         9.1      INDEMNIFICATION BY SELLER AND RIGHT OF SET OFF. Seller and
                  Shareholders of Seller, jointly and severally agree to
                  indemnify, defend and hold Capital Savings, and Buyer (each an
                  "Indemnitee") harmless from and against any and all claims,
                  demands, losses, expenses, costs, obligations, damages,
                  liabilities, including interest, penalties and reasonable
                  attorneys fees, (including appellate fees and costs), which
                  they, or any of them, may incur, suffer or sustain, which
                  arise, result from or relate to any breach of or failure by
                  Seller or Shareholders of Seller to perform any of their
                  representations, warranties, covenants or agreements under
                  this Agreement or in any Schedule to this Agreement, including
                  (i) the operation of the Companies' business prior to the
                  Closing, or (ii) the Companies' federal, state and local
                  income taxes involving any period of time whatsoever prior to
                  the Closing, which were not (a) listed or described on the
                  Schedules and were required to be so listed or described
                  pursuant to the terms of this Agreement. Buyer shall have the
                  right to set off as follows: if Buyer pays any amount required
                  to be paid hereunder, Buyer shall have the right to reduce the
                  Earnout by the amount paid.

         9.2      INDEMNITEE'S PROCEDURE. An Indemnitee shall promptly and
                  timely notify Seller in writing of the existence of any claim,
                  liability, suit, demand or other matter to which such
                  Indemnitee claims indemnification under Section 9.1, including
                  in such notice reasonable specificity as to the nature and
                  amount of Indemnitee's claim under such indemnification, and
                  shall give Seller or Shareholders of Seller,

                                       26

<PAGE>

                  as the case may be, a reasonable opportunity to defend
                  (including the right to compromise, adjust or settle) the same
                  at its own expense, with counsel of its own expense, with
                  counsel of its own selection, in the name of the Companies or
                  otherwise, as Seller or Shareholders of Seller elect; provided
                  the Indemnitee, at all times, has the right to participate
                  fully in the defense at the Indemnitee's own expense. If,
                  within thirty (30) days or such lesser period of time after
                  written notice as is specified in such notice and is
                  reasonable under the circumstances, Seller or Shareholders of
                  Seller, as the case may be, fail to defend, an Indemnitee has
                  the right, but not the obligation to undertake the defense of,
                  and compromise or settle, the claim or other matters on behalf
                  and for the account and at the risk of Seller or Shareholders
                  of Seller, if Seller or Shareholders of Seller would have
                  responsibility to indemnify under this Section. If the claim
                  is one that cannot by its nature be defended solely by Seller
                  or Shareholders of Seller without the assistance ofthe
                  Indemnitee, the Indemnitee shall make available all
                  information and assistance (at Seller's or Shareholders of
                  Seller's expense) that Seller or Shareholders of Seller may
                  reasonably request.

         9.3      INDEMNIFICATION BY BUYER. Except as otherwise expressly
                  provided for in this Agreement and subject to the requirements
                  of subsection 9.4 and the other conditions and limitations
                  expressly set forth in this Section 9, Buyer agrees to
                  indemnify, defend and hold harmless the Seller from and
                  against any and all claims, demands, losses, expenses, costs,
                  obligations, damages, liabilities, including interest,
                  penalties and reasonable attorneys fees, (including appellate
                  fees and costs), which they, or any of them, may incur, suffer
                  or sustain, which arise, result from or relate to any breach
                  of or failure by Buyer to perform any of its representations,
                  warranties, covenants or agreements under this Agreement or in
                  any Schedule to this Agreement.

         9.4      SELLER PROCEDURE. Seller shall promptly and timely notify
                  Buyer in writing of the existence of any claim, liability,
                  suit, demand or other matter to which Seller claims
                  indemnification under Section 9.3, , including in such notice
                  reasonable specificity as to the nature and amount of Seller's
                  claim under Buyer's indemnification, and shall give Buyer a
                  reasonable opportunity to defend (including the right to
                  compromise, adjust or settle) the same at its own expense. If,
                  within thirty (30) days or such lesser period of time after
                  written notice as is specified in such notice and is
                  reasonable under the circumstances, Buyer fails to defend,
                  Seller has the right, but not the obligation to undertake the
                  defense of, and compromise. or settle, the claim or other
                  matters on behalf and for the account and at the risk of
                  Buyer, if Buyer would have responsibility to indemnify under
                  this Section. If the claim is one that cannot by its nature be
                  defended solely by Buyer without the assistance of Seller,
                  Seller shall make available all information and assistance (at
                  Buyer's expense) that Seller may reasonably request.

10.      MISCELLANEOUS

         10.1     NO BROKER. Each of the parties represents and warrants that it
                  has dealt with no broker or finder in connection with any of
                  the transactions contemplated by this

                                       27

<PAGE>

                  Agreement, and, insofar as it knows, no broker or other person
                  is entitled to any commission or finders' fee in connection
                  with any of these transactions.

         10.2     EACH PARTY PAYS OWN COSTS. Each of the parties shall pay costs
                  and expenses incurred or to be incurred by it in negotiating
                  and preparing this Agreement and in closing and carrying out
                  the transactions contemplated by this Agreement.

         10.3     HEADINGS. The subject headings of the paragraphs and
                  subparagraphs of this Agreement are included for the purposes
                  of convenience only and shall not affect the construction or
                  interpretation of any of its provisions.

         10.4     ENTIRE AGREEMENT. This Agreement constitutes the entire
                  agreement between the parties pertaining to the subject matter
                  contained in it and supersedes all prior and contemporaneous
                  agreements, representations and understandings of the parties.
                  No supplement, modification or amendment of this Agreement
                  shall be binding unless executed in writing by all of the
                  parties. No waiver of any of provisions of this Agreement
                  shall be deemed or shall continue a waiver of any other
                  provisions, whether or not similar, nor shall any waiver
                  constitute a continuing waiver. No waiver shall be binding
                  unless executed in writing by the party making the waiver.

         10.5     COUNTERPARTS. This Agreement may be executed simultaneously in
                  one or more counterparts, each of which shall be deemed an
                  original, but all of which together shall constitute one and
                  the same instrument.

         10.6     CHOICE OF LAW, INTERPRETATION, VENUE, AND ATTORNEY'S FEES. The
                  interpretation of this agreement shall be governed by the law
                  of the state of Florida, and venue for any action brought to
                  enforce or interpret any of the provisions hereof shall be
                  exclusively in Broward County, Florida and the prevailing
                  party in any such action shall be entitled to an award of
                  attorney's fees and court costs.

         10.7     SUCCESSORS. This Agreement will be binding upon and will inure
                  to the benefit of the parties and their respective legal
                  representatives, heirs, successors and assigns, except as
                  otherwise expressly otherwise provided herein.

         10.8     ASSIGNMENT. Neither Seller or Shareholders of Seller may
                  assign any of their rights or obligations hereunder to any
                  other person without the prior written consent of the -Buyer
                  which may be withheld without regard to reason.

         10.9     SEVERABILITY. If any provision of this Agreement, or the
                  application of a provision to any person or circumstance, is
                  held invalid, the remainder of this Agreement, or the
                  application of such provision to persons or circumstances
                  other than those to which it is held invalid, will not be
                  affected thereby.

         10.10    PUBLICITY. Without the prior written consent of Buyer, Seller,
                  Shareholders of Seller, P1anMax, CSCMS and ACM/USA agree not
                  to disclose the existence of

                                       28

<PAGE>

                  this Agreement to any third party, except for attorneys,
                  accountants and other representatives employed by such Parties
                  in connection with this Agreement.

         10.11    NO THIRD PARTY RIGHTS. The provisions of this Agreement are
                  for the exclusive benefit of the parties hereto and no other
                  party, including without limitation, any creditor of any
                  party, will have any right or claim by reason of this
                  Agreement or be entitled to enforce any provision of the
                  Agreement against any party.

         10.12    FREE ACCESS. Between the date of execution hereof and the
                  Closing Date, Buyers representatives shall be given full
                  access to the books of account, minute books and reports of
                  the Companies.

         10.13    NOTICES. All notices or other communications to a party
                  required or permitted by this Agreement will be in writing and
                  will be hand delivered by messenger or courier services,
                  tele-communicated, or mailed by registered or certified mail
                  (postage prepaid) return receipt requested, the party at the
                  address set forth below. Notices will be effective upon
                  receipt if delivered by hand or telecommunication, or on the
                  second day after mailing provided however that if delivery of
                  a notice is refused, the date of delivery will be the date on
                  which delivery is refused. Notices will be sent to the
                  following:

                  If to Buyer:              Mr. Seth Werner, CEO
                                            8751 Broward Boulevard, Fifth Floor
                                            Plantation, Florida 33324
                                            Telephone: 954 452 0000
                                            Facsimile: 954 472 0800

                  With a copy to:           Michael Brenner
                                            General Counsel
                                            8751 Broward Boulevard
                                            Plantation, Florida 33324
                                            Telephone: 954 452 0000
                                            Facsimile: 954 472 0800

                  If to Seller:             Todd Ballenger
                                            2507 Falls Drive
                                            Chapel Hill, North Carolina 27514
                                            Telephone:
                                            Facsimile:

                  With a copy to:           Michael S. Colo, Esq.
                                            Attorney at Law
                                            Poyner & Spruill
                                            130 South Franklin Street
                                            Rocky Mount, North Carolina 27804
                                            Telephone: 252 972 7105

                                       29

<PAGE>

                                            Facsimile: 252 972 7045

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

Mortgage.com, inc.

By: /s/ JOHN HOGAN
    --------------------------------
Name:   John Hogan
Title:  Executive Vice President

MDCM Acquisition Corp.

By: /s/ JOHN HOGAN
    --------------------------------
Name:   John Hogan
Title:  Executive Vice President

CSC Holdings, LLC

By: /s/ TODD BALLENGER
    --------------------------------
Name:
Title:

Capital Savings Company Inc.

By: /s/ TODD BALLENGER
    --------------------------------
Name:
Title:

PlanMax, Inc.

By: /s/ TODD BALLENGER
    --------------------------------
Name:
Title:

CSC Management Services, LLC.

By: /s/ TODD BALLENGER
    --------------------------------
Name:
Title:

                                       30

<PAGE>

ACM/USA, Inc.

By: /s/ TODD BALLENGER
    --------------------------------
Name:
Title:

SHAREHOLDERS OF SELLER:

By: /s/ TODD BALLENGER
    --------------------------------
Name:   Todd Ballenger

By: /s/ BO BATCHELDER
    --------------------------------
Name:   Bo Batchelder

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