<PAGE>   1

                                                                   Exhibit 10.23

CHARTER OF THE AUDIT COMMITTEE OF THE
BOARD OF DIRECTORS OF LENDINGTREE, INC.
AS ADOPTED BY THE BOARD ON OCTOBER 25, 2000

--------------------------------------------------------------------

I.       AUTHORITY

         The Audit Committee (the "Committee") of the Board of Directors (the
"Board") of LendingTree, Inc. (the "Corporation") is established pursuant to
Article III, Section 11 of the Corporation's Amended and Restated Bylaws and
Section 141(c) of the Delaware General Corporation Law. The Committee shall be
comprised of three or more directors as determined from time to time by
resolution of the Board. Consistent with the appointment of other Board
committees, the members of the Committee shall be elected by the Board at the
annual organizational meeting of the Board or at such other time as may be
determined by the Board. The Chairman of the Committee shall be designated by
the Board, provided that if the Board does not so designate a Chairman, the
members of the Committee, by majority vote, may designate a Chairman. The
presence in person or by telephone of a majority of the Committee's members
shall constitute a quorum for any meeting of the Committee. All actions of the
Committee will require the vote of a majority of its members present at a
meeting of the Committee at which a quorum is present.


II.      PURPOSE OF THE COMMITTEE

         The Committee's purpose is to provide assistance to the Board in
fulfilling its legal and fiduciary obligations with respect to matters involving
the accounting, auditing, financial reporting, internal control and legal
compliance functions of the Corporation and its subsidiaries.

         The Committee shall oversee the audit efforts of the Corporation's
independent accountants and internal auditors and, in that regard, shall take
such actions as it may deem necessary to satisfy itself that the Corporation's
auditors are independent of management. It is the objective of the Committee to
maintain free and open means of communications among the Board, the independent
accountants, the internal auditors and the financial and senior management of
the Corporation.



<PAGE>   2

III.     COMPOSITION OF THE COMMITTEE

                                    a) Each member of the Committee shall be an
                           "independent" director within the meaning of the
                           NASDAQ rules and, as such, shall be free from any
                           relationship that may interfere with the exercise of
                           his or her independent judgment as a member of the
                           Committee. Notwithstanding the foregoing, as
                           permitted by the rules of the NASDAQ, under
                           exceptional and limited circumstances, one director
                           who does not meet certain of the criteria for
                           "independence" may be appointed to the Committee if
                           the Board determines in its business judgment that
                           membership on the Committee by such person is
                           required by the best interests of the Corporation and
                           its stockholders and the Corporation discloses in the
                           annual proxy statement the nature of such person's
                           relationship and the reasons for the Board's
                           determination. All members of the Committee shall be
                           financially literate at the time of their election to
                           the Committee or shall become financially literate
                           within a reasonable period of time after their
                           appointment to the Committee. "Financial literacy"
                           shall be determined by the Board in the exercise of
                           its business judgment, and shall include a working
                           familiarity with basic finance and accounting
                           practices and an ability to read and understand
                           fundamental financial statements. At least one member
                           of the Committee shall have accounting or related
                           financial management expertise, as such qualification
                           may be determined in the business judgment of the
                           Board. Committee members, if they or the Board deem
                           it appropriate, may enhance their understanding of
                           finance and accounting by participating in
                           educational programs conducted by the Corporation or
                           an outside consultant or firm.

                                    b) Upon any changes in the composition of
                           the Committee and otherwise approximately once each
                           year, the Committee shall ensure that the Corporation
                           provides the NASDAQ with written confirmation
                           regarding:

                  (1)      Any determination that the Board has made regarding
                           the independence of the Committee members;


<PAGE>   3

                  (2)      The financial literacy of the Committee members;

                  (3)      The determination that at least one of the Committee
                           members has accounting or related financial
                           management expertise; and

                  (4)      The annual review and reassessment of the adequacy of
                           the Committee's charter.


IV.      MEETINGS OF THE COMMITTEE

         The Committee shall meet with such frequency and at such intervals as
it shall determine is necessary to carry out its duties and responsibilities. As
part of its purpose to foster open communications, the Committee shall meet at
least annually with management and the Corporation's independent accountants in
separate executive sessions to discuss any matters that the Committee or each of
these groups or persons believe should be discussed privately. In addition, the
Committee (or the Chairman) should meet or confer with the independent
accountants and management quarterly to review the Corporation's periodic
financial statements prior to their filing with the Securities and Exchange
Commission ("SEC"). The Chairman should work with the Chief Financial Officer
and management to establish the agendas for Committee meetings. The Committee,
in its discretion, may ask members of management or others to attend its
meetings (or portions thereof) and to provide pertinent information as
necessary. The Committee shall maintain minutes of its meetings and records
relating to those meetings and the Committee's activities and provide copies of
such minutes to the Board.


V.       DUTIES AND RESPONSIBILITIES OF THE COMMITTEE

         In carrying out its duties and responsibilities, the Committee's
policies and procedures should remain flexible, so that it may be in a position
to best react or respond to changing circumstances or conditions. The Committee
should review and reassess annually the adequacy of the Committee's charter. The
charter must specify: (1) the scope of the Committee's responsibilities and how
it carries out those responsibilities, (2) the ultimate accountability of the
Corporation's independent auditors to the Board and the Committee, (3) the
responsibility of the Committee and the Board for the selection, evaluation and
replacement of the Corporation's independent auditors, and (4) that the
Committee is responsible for ensuring that the Corporation's independent
auditors submit on a periodic basis to the Committee a


<PAGE>   4

formal written statement delineating all relationships between the independent
auditors and the Corporation and that the Committee is responsible for actively
engaging in a dialogue with the independent auditors with respect to any
disclosed relationships or services that may impact the objectivity and
independence of the independent auditors and for recommending that the Board
take appropriate action to ensure the independence of the independent auditors.

         While there is no "blueprint" to be followed by the Committee in
carrying out its duties and responsibilities, the following should be considered
within the authority of the Committee:

SELECTION AND EVALUATION OF AUDITORS

         A. Make recommendations to the Board as to the selection of the firm of
         independent public accountants to audit the books and accounts of the
         Corporation and its subsidiaries for each fiscal year;

         B. Review and approve the Corporation's independent auditors' annual
         engagement letter, including the proposed fees contained therein;

         C. Review the performance of the Corporation's independent auditors and
         make recommendations to the Board regarding the replacement or
         termination of the independent auditors when circumstances warrant;

         D. Oversee the independence of the Corporation's independent auditors
         by, among other things:

                  (1)      requiring the independent auditors to deliver to the
                           Committee on a periodic basis a formal written
                           statement delineating all relationships between the
                           independent auditors and the Corporation; and

                  (2)      actively engaging in a dialogue with the independent
                           auditors with respect to any disclosed relationships
                           or services that may impact the objectivity and
                           independence of the independent auditors and
                           recommending that the Board take appropriate action
                           to satisfy itself of the auditors' independence;

         E. Instruct the Corporation's independent auditors that they are
         ultimately accountable to the Committee and the Board, and that the
         Committee and the


<PAGE>   5

         Board are responsible for the selection (subject to shareholder
         approval if determined by the Board), evaluation and termination of the
         Corporation's independent auditors; a)

OVERSIGHT OF ANNUAL AUDIT AND QUARTERLY REVIEWS

         F. Review and accept, if appropriate, the annual audit plan of the
         Corporation's independent auditors, including the scope of audit
         activities, and monitor such plan's progress and results during the
         year;

         G. Confirm through private discussions with the Corporation's
         independent auditors and the Corporation's management that no
         management restrictions are being placed on the scope of the
         independent auditors' work;

         H. Review the results of the year-end audit of the Corporation,
         including (as applicable):

                  (1)      the audit report, the published financial statements,
                           the management representation letter, the "Memorandum
                           Regarding Accounting Procedures and Internal Control"
                           or similar memorandum prepared by the Corporation's
                           independent auditors, any other pertinent reports and
                           management's responses concerning such memorandum;

                  (2)      the qualitative judgments of the independent auditors
                           about the appropriateness, not just the
                           acceptability, of accounting principle and financial
                           disclosure practices used or proposed to be adopted
                           by the Corporation and, particularly, about the
                           degree of aggressiveness or conservatism of its
                           accounting principles and underlying estimates;

                  (3)      the methods used to account for significant unusual
                           transactions;

                  (4)      the effect of significant accounting policies in
                           controversial or emerging areas for which there is a
                           lack of authoritative guidance or consensus;


<PAGE>   6

                  (5)      management's process for formulating sensitive
                           accounting estimates and the reasonableness of these
                           estimates;

                  (6)      significant recorded and unrecorded audit
                           adjustments;

                  (7)      any material accounting issues among management, the
                           Corporation's internal auditing department and the
                           independent auditors; and

                  (8)      other matters required to be communicated to the
                           Committee under generally accepted auditing
                           standards, as amended, by the independent auditors;

         I. Review with management and the Corporation's independent auditors
         such accounting policies (and changes therein) of the Corporation,
         including any financial reporting issues which could have a material
         impact on the Corporation's financial statements, as are deemed
         appropriate for review by the Committee prior to any interim or
         year-end filings with the SEC or other regulatory body;

         J. Confirm that the Corporation's interim financial statements included
         in Quarterly Reports on Form 10-Q have been reviewed by the
         Corporation's independent auditors;

OVERSIGHT OF FINANCIAL REPORTING PROCESS AND INTERNAL CONTROLS

         K. Review the adequacy and effectiveness of the Corporation's
         accounting and internal control policies and procedures through inquiry
         and discussions with the Corporation's independent auditors and
         management of the Corporation;

         L. Review with management the Corporation's administrative, operational
         and accounting internal controls, including controls and security of
         the computerized information systems, and evaluate whether the
         Corporation is operating in accordance with its prescribed policies,
         procedures and codes of conduct;


<PAGE>   7

         M. Review with management and the independent auditors any reportable
         conditions and material weaknesses, as defined by the American
         Institute of Certified Public Accountants, affecting internal control;

         N. Receive periodic reports from the Corporation's independent auditors
         and management of the Corporation to assess the impact on the
         Corporation of significant accounting or financial reporting
         developments proposed by the Financial Accounting Standards Board or
         the SEC or other regulatory body, or any other significant accounting
         or financial reporting related matters that may have a bearing on the
         Corporation;

         O. Review with management the financial results, variances and other
         deviations from plan and/or changes in financial ratios on a quarterly
         basis.

         P. Establish and maintain free and open means of communication between
         and among the Board, the Committee, the Corporation's independent
         auditors and management;

OTHER MATTERS

         Q. Meet annually with the general counsel, and outside counsel when
         appropriate, to review legal and regulatory matters, including any
         matters that may have a material impact on the financial statements of
         the Corporation;

         R. Prepare a report to be included in each annual proxy statement (or,
         if not previously provided during the fiscal year, any other proxy
         statement or consent statement relating to the election of directors)
         of the Corporation commencing after December 15, 2000 which states,
         among other things, whether:

                  (1)      the Committee has reviewed and discussed with
                           management the audited financial statements to be
                           included in the Corporation's Annual Report on Form
                           10-K;

                  (2)      the Committee has discussed with the Corporation's
                           independent auditors the matters that the auditors
                           are required to discuss with the Committee by
                           Statements on Auditing Standard No. 61, (as it may be
                           modified or supplemented);


<PAGE>   8

                  (3)      the Committee has received the written disclosures
                           and the letter from the Corporation's independent
                           auditors required by Independence Standards Board
                           Standard No. 1, as may be modified or supplemented,
                           and has discussed with the independent auditors their
                           independence; and

                  (4)      based on the review and discussions described in
                           subsections (i), (ii) and (iii) above, the Committee
                           has recommended to the Board that the audited
                           financial statements be included in the Corporation's
                           Annual Report on Form 10-K for the last fiscal year
                           for filing with the SEC;

         S. Review the Corporation's policies relating to the avoidance of
         conflicts of interest and review past or proposed transactions between
         the Corporation and members of management as well as policies and
         procedures with respect to officers' expense accounts and perquisites,
         including the use of corporate assets. The Committee shall consider the
         results of any review of these policies and procedures by the
         Corporation's independent auditors;

         T. Meet with management of the human resources and legal departments of
         the Corporation to review the Corporation's program to monitor
         compliance with the Corporation's Code of Conduct, and meet
         periodically with the Corporation's Compliance Officer to discuss
         compliance with the Code of Conduct;

         U. Obtain from the independent auditors any information pursuant to
         Section 10A of the Securities Exchange Act of 1934;

         V. Engage internal or external auditors to assess and test the
         effectiveness of the Company's internal controls, compliance with
         policies and other matters, as considered necessary. Oversee and
         promote the effective operation of audit and compliance functions that
         may be considered necessary.

         W. Conduct or authorize investigations into any matters within the
         Committee's scope of responsibilities, including retaining outside
         counsel or other consultants or experts for this purpose; and

         X. Perform such additional activities, and consider such other matters,
         within the scope of its responsibilities, as the Committee or the Board
         deems necessary or appropriate.


<PAGE>   9

WITH RESPECT TO THE DUTIES AND RESPONSIBILITIES LISTED ABOVE, THE COMMITTEE
SHOULD:

         Y. Report regularly to the Board on its activities, as appropriate;

         Z. Exercise reasonable diligence in gathering and considering all
         material information;

         AA. Understand and weigh alternative courses of conduct that may be
         available;

         BB. Focus on weighing the benefit versus harm to the Corporation and
         its shareholders when considering alternative recommendations or
         courses of action;

         CC. If the Committee deems it appropriate, secure independent expert
         advice and understand the expert's findings and the basis for such
         findings, including retaining independent counsel, accountants or
         others to assist the Committee in fulfilling its duties and
         responsibilities; and

         DD. Provide management, the Corporation's independent auditors and
         internal auditors with appropriate opportunities to meet privately with
         the Committee.

                                      * * *

         While the Committee has the duties and responsibilities set forth in
this charter, the Committee is not responsible for planning or conducting the
audit or for determining whether the Corporation's financial statements are
complete and accurate and are in accordance with generally accepted accounting
principles. Similarly, it is not the responsibility of the Committee to resolve
disagreements, if any, between management and the independent auditors or to
ensure that the Corporation complies with all laws and regulations and its Code
of Conduct.

                                  *************