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                                                                     Exhibit 4.4

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                          REGISTRATION RIGHTS AGREEMENT


                            dated as of March 7, 2001


                                      among


                                LENDINGTREE, INC.


                                       and


                            SIGNATORIES LISTED HEREIN








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                                Table of Contents

                                                                            Page
                                                                            ----

1.   REGISTRATION RIGHTS.................................................     1
                           1.1.....................Mandatory Registration     1
                           1.2..............................Delay Periods     2
                           1.3....................Registration Procedures     2
                           1.4......................Registration Expenses     6
                           1.5............................Indemnification     7

2.   MISCELLANEOUS.......................................................     10
                           2.1...............................Notices, etc     10
                           2.2...........................Entire Agreement     10
                           2.3.................................Non-Waiver     11
                           2.4......Non-Assignment of Registration Rights     11
                           2.5...............................Severability     11
                           2.6..............................Governing Law     11
                           2.7.................No Contravening Agreements     11
                           2.8...............................Construction     12
                           2.9...............................Counterparts     12
                           2.10................................Amendments     12
                           2.11...............................Definitions     12


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                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into
and effective as of March 7, 2001, by and among LendingTree, Inc., a Delaware
corporation (the "Company"), the holders of Series A 8% Convertible Preferred
Stock of the Company who are signatories hereto as of the date hereof, Merrill,
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), United Labor Life
Insurance Company, a Maryland corporation, acting on behalf of its Separate
Account P ("ULLICO"), the Federal Home Loan Mortgage Corporation ("Freddie
Mac"), and any transferee of any such holders who become parties to this
Agreement in accordance with Section 2.4 hereof.

         WHEREAS, the parties hereto desire to enter into this Agreement on the
terms set forth herein;

         WHEREAS, capitalized terms used, but not otherwise defined herein shall
have the respective meanings indicated in Section 2.11 hereof.

         In consideration of the premises, mutual covenants and agreements
hereinafter contained and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:


1. REGISTRATION RIGHTS

         1.1 Mandatory Registration. Within 45 days of the date of the Class 1
Closing under the Stock Purchase Agreement (the "Class 1 Closing Date"), the
Company will file with the SEC a "shelf" Registration Statement on Form S-3 (or,
if Form S-3 is not then available, on such form of Registration Statement as is
then available to effect a registration of the Registrable Shares), covering the
resale of the Registrable Shares. The number of shares of Common Stock initially
included in such Registration Statement shall equal the number of shares of
Common Stock that are issuable (a) on the Initial Conversion Date, plus the
maximum number of shares of Common Stock which may be issuable as a result of
dividends on the Series A Preferred Stock, (b) upon the exercise of the
Commitment Fee Warrants, Interest Warrants (with the number of Interest Warrants
being calculated as if the full commitment amounts were drawn on both the
Freddie Mac Credit Facility and the ULLICO Credit Facility on the date hereof
and not repaid until the respective outside termination dates under such
facilities) and Termination Fee Warrants, and (c) upon the exercise of the
Merrill Lynch Warrants. The Registration Statement, to the



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extent allowable under the Securities Act and the rules and regulations
promulgated thereunder (including Rule 416 under the Securities Act), shall
state that such Registration Statement also covers such indeterminate number of
additional shares of Common Stock as may become issuable upon conversion of the
Series A Preferred Stock or exercise of the Warrants to prevent dilution
resulting from stock splits, stock dividends, any anti-dilution adjustment or
similar transactions.

         1.2 Delay Periods. Notwithstanding Section 1.1, the Company shall have
the right to suspend the filing, effectiveness or use of any Registration
Statement for a reasonable length of time not to exceed sixty (60) calendar days
(a "Delay Period") and from time to time if the Company shall determine that
such use would require disclosure by the Company that would materially interfere
with confidential negotiations or other confidential business activities (but
such disclosure would not be required if such Registration Statement were not
filed, effective or used), and the Board of Directors of the Company determines
in good faith that such disclosure would be materially detrimental to the
Company and its stockholders or would have a material adverse effect on any such
confidential negotiations or other confidential business activities; provided,
that, during any (12) consecutive months, the aggregate number of Delay Periods
shall not exceed two (2) and the aggregate number of days in all Delay Periods
shall not exceed ninety (90). A deferral of the filing of a Registration
Statement pursuant to this Section 1.2 shall be lifted, and the Registration
Statement shall be filed forthwith, if the negotiations or other activities
subject of the preceding sentence are disclosed or terminated. The Company shall
provide written notice (to the extent practicable) no fewer than two (2)
Business Days prior to commencement of a Delay Period and promptly upon the end
of any Delay Period to each Holder of Registrable Shares covered by the
Registration Statement and such holders shall cease all disposition efforts with
respect to such shares pursuant to any Registration Statement immediately upon
the beginning of any Delay Period until notified of the end of such Delay
Period.

         1.3 Registration Procedures. In connection with the registration of the
Registrable Shares, the Company shall have the following obligations:

         (a) The Company shall prepare and file with the SEC on or prior to
forty five (45) days after the Class 1 Closing Date, a Registration Statement
with respect to the number of Registrable Shares provided in Section 1.1 hereof,
and thereafter use its best efforts to cause such Registration Statement
relating to the Registrable Shares to become effective as soon as practicable
after such filing and keep the Registration Statement effective pursuant to Rule
415 under the Securities Act at all times until the expiration of the
Registration Period. The Registration


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Statement (including any amendments or supplements thereto and prospectuses
contained therein) shall not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein, or necessary to
make the statements therein not misleading (except, with respect to any Holder,
for an untrue statement or alleged untrue statement of a material fact or
omission or alleged omission of a material fact made in reliance on and in
conformity with written information furnished to the Company by or on behalf of
such Holder specifically for use therein).

         (b) The Company shall prepare and file with the SEC such amendments
(including post-effective amendments) and supplements to the Registration
Statements and the prospectuses used in connection with the Registration
Statements as may be necessary to keep the Registration Statement effective at
all times during the Registration Period except for Delay Periods, and, during
such Registration Period, comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Shares of the Company covered by
the Registration Statements until such time as all of such Registrable Shares
have been disposed of in accordance with the intended methods of disposition by
the seller or sellers thereof as set forth in the Registration Statement. In the
event the number of shares available under a Registration Statement filed
pursuant to this Agreement is insufficient to cover all of the Registrable
Shares issued or issuable upon conversion of the Preferred Stock or exercise of
the Warrants, the Company shall amend the Registration Statement, or file a new
Registration Statement (on the short form available therefor, if applicable), or
both, so as to cover all of the Registrable Shares, in each case, as soon as
practicable, but in any event within ten (10) Business Days after the necessity
therefor arises. The Company shall use its best efforts to cause such amendment
and/or new Registration Statement to become effective as soon as practicable
following the filing thereof.

         (c) The Company shall make available to each Holder whose Registrable
Shares are included in a Registration Statement (i) promptly after the same is
prepared and publicly distributed, filed with the SEC, or received by the
Company, one copy of each Registration Statement and any amendment thereto, each
preliminary prospectus and prospectus and each amendment or supplement thereto,
each letter written by or on behalf of the Company to the SEC or the staff of
the SEC, and each item of correspondence from the SEC or the staff of the SEC,
in each case relating to such Registration Statement (other than any portion
thereof which contains information for which the Company has sought confidential
treatment), and (ii) such number of copies of a prospectus, including a
preliminary prospectus, and all amendments and supplements thereto and such
other documents as such Holder may reasonably request in order to facilitate the
disposition of the


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Registrable Shares owned by such Holder. The Company will promptly notify each
Holder by facsimile of the effectiveness of each Registration Statement or any
post-effective amendment. The Company will promptly respond to any and all
comments received from the SEC, with a view towards causing each Registration
Statement or any amendment thereto to be declared effective by the SEC as soon
as practicable and shall file an acceleration request as soon as practicable
following the resolution or clearance of all SEC comments or, if applicable,
following notification by the SEC that any such Registration Statement or any
amendment thereto will not be subject to review.

         (d) The Company shall use its best efforts to (i) register and qualify
the Registrable Shares covered by the Registration Statements under all other
securities or "blue sky" laws of all jurisdictions in the United States as the
Holders who hold a majority-in-interest of the Registrable Shares being offered
reasonably request, (ii) prepare and file in those jurisdictions such amendments
(including post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof during
the Registration Period, (iii) take such other actions as may be necessary to
maintain such registrations and qualifications in effect at all times during the
Registration Period, and (iv) take all other actions reasonably necessary or
advisable to qualify the Registrable Shares for sale in such jurisdictions;
provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to (a) qualify to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 1.3, (b) subject itself to general taxation in any such jurisdiction,
(c) file a general consent to service of process in any such jurisdiction, (d)
provide any undertakings that cause the Company undue expense or burden, unless
required by law or regulation, or (e) make any change in its charter or bylaws,
which in each case the Board of Directors of the Company determines to be
contrary to the best interests of the Company and its stockholders. The Company
shall promptly notify each Holder who holds Registrable Shares of the receipt by
the Company of any notification with respect to the suspension of the
registration or qualification of any of the Registrable Shares for sale under
the securities or "blue sky" laws of any jurisdiction in the United States or
its receipt of actual notice of the initiation or threatening of any proceeding
for such purpose.

         (e) The Company shall use its best efforts to prevent the issuance of
any stop order or other suspension of effectiveness of any Registration
Statement, and, if such an order is issued, to obtain the withdrawal of such
order at the earliest possible moment and to notify each Holder who holds
Registrable Shares being sold


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(or, in the event of an underwritten offering, the managing underwriters) of the
issuance of such order and the resolution thereof.

         (f) The Company shall provide a transfer agent and registrar, which may
be a single entity, for the Registrable Shares not later than the effective date
of the Registration Statement.

         (g) At the request of any Holder, the Company shall prepare and file
with the SEC such amendments (including post-effective amendments) and
supplements to a Registration Statement and any prospectus used in connection
with the Registration Statement as may be reasonably necessary in order to
supplement the plan of distribution set forth in such Registration Statement.

         (h) The Company shall enter into customary agreements (including an
underwriting agreement in customary form) and take such other actions as are
reasonably required in order to expedite or facilitate the disposition of the
Registrable Shares.

         (i) The Company shall give written notice to the Holders (which notice
shall be accompanied by an instruction to suspend use of the prospectus until
the requisite changes have been made) upon the happening of any event as a
result of which the Registration Statement, or any prospectus used in connection
with such Registration Statement, contained an untrue statement of a material
fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and promptly prepare a
post-effective amendment to such Registration Statement or supplement to such
prospectus or file any other required document so that, as thereafter delivered
to the Holders, such Registration Statement or prospectus will not contain an
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.

         (j) The Company shall make reasonably available for inspection, by any
requesting Holder of Registrable Shares, any underwriter participating in any
disposition pursuant to a Registration Statement, and any attorney, accountant
or other agent retained by any such seller or underwriter (collectively, the
"Inspectors"), during normal business hours and upon two (2) business days
notice to the Company, all financial and other records, pertinent corporate
documents and properties of Company as shall be reasonably necessary to enable
them to exercise their due diligence responsibility, and cause Company's
officers, directors and


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employees to supply all information requested by any such Inspector in
connection with such registration statement; provided, however, all records,
information and documents that are designated in writing by the Company, in good
faith, as confidential, proprietary or containing any material non-public
information shall be kept confidential by the Inspectors, unless such disclosure
is made pursuant to judicial process in a court proceeding (after first giving
the Company an opportunity promptly to seek a protective order or otherwise
limit the scope of the information sought to be disclosed) or is required by
law, or such records, information or documents become available to the public
generally or through a third party not in violation of an accompanying
obligation of confidentiality. If the foregoing inspection and information
gathering would otherwise disrupt the Company's conduct of its business, such
inspection and information gathering shall, to the extent possible, be
coordinated on behalf of the Holders of Registrable Holders and other parties
entitled thereto by one firm of counsel.

         (k) In connection with any underwritten offering, upon two (2) business
days' notice to the Company, the Company shall make appropriate officers of the
Company available to the selling Holders, during normal business hours, for
meetings with prospective purchasers of the Registrable Shares and shall, at the
expense of the Holders, prepare and present to potential investors customary
"road show" material.

         (l) The Company shall use its best efforts to cause all Registrable
Shares to be listed on any securities exchange or automated quotation system on
which similar securities issued by the Company and then listed.

         1.4 Registration Expenses. All expenses incident to the Company's
performance of or compliance with this Agreement, including, without limitation,
all registration and filing fees, all fees and expenses associated with filings
required to be made with the National Association of Securities Dealers, Inc.
("NASD"), as may be required by the rules and regulations of the NASD, fees and
expenses of compliance with securities or "blue sky" laws (including reasonable
fees and disbursements of counsel in connection with "blue sky" qualifications
of the Registrable Shares), internal expenses of the Company, printing expenses
(including expenses of printing certificates for the Registrable Shares in a
form eligible for deposit with Depositary Trust Company and of printing
prospectuses if the printing of prospectuses is requested by a Holder of
Registrable Shares) messenger and delivery expenses, fees and expenses of
counsel for the Company and its independent certified public accountants
(including the expenses of any special audit or "cold comfort" letters required
by or incident to such performance), securities acts


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liability insurance (if the Company elects to obtain such insurance), the fees
and expenses of any special experts retained by the Company in connection with
such registration, fees and expenses of other Persons retained by the Company
and the fees and documented expenses of one counsel for the Holders of
Registrable Shares (not to exceed $30,000 in the aggregate), which counsel shall
be selected by the Holders of a majority of the outstanding Registrable Shares,
will be borne by the Company whether or not any Registration Statement becomes
effective (all such expenses being herein called "Registration Expenses");
provided, that, in no event shall Registration Expenses include any underwriting
discounts or commissions attributable to the sale of the Registrable Shares or
fees and expenses of any accountants, or, except as stated above, other persons
retained or employed by the Holders.

         1.5 Indemnification.

         (a) The Company agrees to indemnify and reimburse, to the fullest
extent permitted by law, each seller of Registrable Shares, and each of its
employees, advisors, agents, representatives, partners, officers and directors,
and each Person who controls such seller (within the meaning of the Securities
Act or the Exchange Act) (collectively, the "Seller Affiliates") (A) against all
losses, claims, damages, liabilities and expenses, joint or several (including,
without limitation, attorneys' fees except as limited by subparagraph (c) below)
arising out of or caused by any untrue or alleged untrue statement of a material
fact contained in any registration statement, prospectus, or preliminary
prospectus or any amendment thereof or supplement thereto or any documents
incorporated by reference therein or any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or arising out of or caused by any violation by the
Company of any securities or blue sky laws of any jurisdiction, (B) against any
and all loss, liability, claim, damage, and expense whatsoever, as incurred, to
the extent of the aggregate amount paid in settlement of any litigation, or
investigation or proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such untrue statement or
omission or violation, and (C) against any and all costs and expenses (including
reasonable fees and disbursements of legal counsel and other agents) as may be
reasonably incurred in investigating, preparing, or defending against any
litigation, or investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such untrue
statement or omission or violation, to the extent that any such expense or cost
is not paid under subparagraph (A) or (B) above; except insofar as the same are
made in reliance upon and in strict conformity with information furnished in
writing to the Company by


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such seller or any Seller Affiliate specifically for use therein or by such
seller or any Seller Affiliate's failure to deliver a copy of the Registration
Statement or prospectus or any amendments or supplements thereto after the
Company has specifically instructed such Seller or Seller Affiliate to do so and
has furnished such seller or Seller Affiliate with a sufficient number of copies
of the same. The reimbursements required by this Section 1.5(a) will be made by
periodic payments during the course of the investigation or defense, as and when
bills are received or expenses incurred.

         (b) In connection with any Registration Statement in which a seller of
Registrable Shares is participating, each such seller will indemnify the
Company, its directors, officers who signed the Registration Statement and other
selling Holders, including without limitation, each Person who controls the
Company (within the meaning of the Securities Act) against any losses, claims,
damages, liabilities, and expenses (including, without limitation, reasonable
attorneys' fees except as limited by subparagraph (c) below) resulting from any
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement, prospectus, or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, but only to the extent that such untrue statement or alleged
untrue statement, or omission or alleged omission, is contained in any
information or affidavit so furnished in writing by such seller or any of its
Seller Affiliates specifically for use therein; provided that the obligation to
indemnify will be several, not joint and several, among such sellers of
Registrable Shares, and the liability of each such seller of Registrable Shares
will be in proportion to, and provided further that such liability will be
limited to, the net proceeds received by such seller from the sale of
Registrable Shares pursuant to such Registration Statement.

         (c) Any Person entitled to indemnification hereunder will (A) give
prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification (provided that the failure to give such notice
shall not limit the rights of such Person) and (B) unless in such indemnified
party's reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with legal counsel
reasonably satisfactory to the indemnified party; provided, however, that any
Person entitled to indemnification hereunder shall have the right to employ
separate legal counsel and to participate in the defense of such claim, but the
fees and expenses of such legal counsel shall be at the expense of such Person
unless (X) the indemnifying party has agreed to pay such fees or expenses, (Y)
the indemnifying party shall have failed to assume (or shall not be


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permitted to assume such defense pursuant to clause (B) above) the defense of
such claim and employ legal counsel reasonably satisfactory to such Person or
(Z) such Person shall have been advised by counsel that there may be legal
defenses available to it or them that are different from or additional to those
available to the indemnifying parties. If such defense is assumed, the
indemnifying party will not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent will not be
unreasonably withheld); provided, however, that the withholding of consent to
any settlement by any indemnified party will not be deemed to be unreasonable if
such settlement (i) does not contain an unconditional release of such
indemnified party from each Person asserting any claim or (ii) contains any
admission of fault on the part of such Indemnified Party. An indemnifying party
who is not entitled to, or elects not to, assume the defense of a claim will not
be obligated to pay the fees and expenses of more than one legal counsel for all
parties indemnified by such indemnifying party with respect to such claim (and
one local counsel in each jurisdiction where engagement of local counsel is
necessary to defend such claim), unless in the reasonable judgment of any
indemnified party, a conflict of interest may exist between such indemnified
party and any other of such indemnified parties with respect to such claim.

         (d) Each party hereto agrees that, if for any reason the
indemnification provisions contemplated by Section 1.5(a) or Section 1.5(b) are
unavailable or insufficient (other than in accordance with the terms thereof) to
hold harmless an indemnified party in respect of any losses, claims, damages,
liabilities, or expenses (or actions in respect thereof) referred to therein,
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, liabilities, or
expenses (or actions in respect thereof) in such proportion as is appropriate to
reflect the relative fault of the indemnifying party and the indemnified party
as well as any other relevant equitable considerations. The relative fault of
such indemnifying party and indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by such indemnifying party or indemnified party, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The parties hereto agree that it
would not be just and equitable if contribution pursuant to this Section 1.5(d)
were determined by pro rata allocation (even if the Holders or any underwriters
or all of them were treated as one entity for such purpose) or by any other
method of allocation that does not take account of the equitable considerations
referred to in this Section 1.5(d). The amount paid or payable by an indemnified
party as result of the losses, claims, damages, liabilities, or expenses (or
actions in respect thereof) referred to above shall


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be deemed to include any legal or other fees or expenses reasonably incurred by
such indemnified party in connection with investigating or, except as provided
in Section 1.5(c), defending any such action or claim. Notwithstanding the
provisions of this Section 1.5(d), no Holder shall be required to contribute an
amount greater than the dollar amount of the net proceeds received by such
Holder with respect to the sale of any Registrable Shares, less any amounts paid
in indemnity. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Holders' obligations in this Section 1.5(d) to contribute
shall be several in proportion to the amount of Registrable Shares registered by
them and not joint.

2. MISCELLANEOUS

         2.1 Notices, etc. Any notice required or permitted pursuant to this
Agreement shall be in writing and shall be deemed sufficient (i) immediately
when delivered personally or by facsimile (with contemporaneous dispatch of the
notice required pursuant to Sections (ii) or (iii) below), (ii) twenty (20)
hours after being deposited with an overnight courier service (e.g., Federal
Express) for next day delivery, or (iii) forty-eight (48) hours after being
deposited in the U.S. mail, as certified or registered mail, with postage
prepaid, addressed as follows:


         If to the Company, to

                           LendingTree, Inc.
                           11115 Rushmore Drive
                           Charlotte, North Carolina  28277
                           Attention:  Chief Financial Officer
                           Attention:  General Counsel
                           Attention:  Controller
                           Facsimile:  (704) 541-1824

         with copies to (which shall not constitute notice):

                           Skadden, Arps, Slate, Meagher & Flom LLP
                           Four Times Square
                           New York, New York 10036-5522
                           Attention:  David J. Goldschmidt, Esquire
                           Facsimile:  (917) 777-3574



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         If to any Holder, at its address listed on the signature pages hereof.

Each party named above and each other Holder may change its address and that of
its representative for notice by the giving of notice thereof in the manner
hereinabove provided.

         2.2 Entire Agreement. This Agreement sets forth the entire agreement of
the parties with respect to the matters specifically set forth herein. This
Agreement supersedes and terminates any and all other agreements, oral or
written, between any of the parties with respect to such matters.

         2.3 Non-Waiver. The failure of any party to insist upon strict
performance of any provision hereof shall not constitute a waiver of, or
estoppel against asserting, the right to require such performance in the future,
nor shall a waiver or estoppel with respect to a later breach of a similar
nature or otherwise.

         2.4 Non-Assignment of Registration Rights. (a) Without the prior
written consent of the Company, the rights under this Agreement shall be
non-assignable by the Holders to any transferee; provided, however, that Freddie
Mac may freely assign its rights hereunder to Persons who acquire Warrants from
Freddie Mac, provided that no such assignment shall be binding upon or obligate
the Company to any such assignee unless and until the Company shall have
received notice of such assignment as herein provided and a written agreement of
the assignee to be bound by the provisions of this Agreement.

         (a) This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto, and their respective successors and permitted assigns.

         2.5 Severability. If any provision of this Agreement is held invalid,
such invalidity shall not affect the other provisions hereof which can be given
effect without the invalid provision, and to this end the provisions of this
Agreement are intended to be and shall be deemed severable.

         2.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York without regard to its
provisions concerning conflicts of law. The parties hereto hereby irrevocably
and unconditionally consent to submit to the non-exclusive jurisdiction of the
courts of the State of New York and of the United States of America located in
the County of New York, New York (the "New York Courts") for any litigation

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arising out of or relating to the Agreement and the transactions contemplated
thereby, waive any objection to the laying of venue of any such litigation in
the New York Courts and agree not to plead or claim in any New York Court that
such litigation brought therein has been brought in an inconvenient forum.

         2.7 No Contravening Agreements. Prior to the effectiveness of the
Registration Statement, the Company shall not, without the prior written consent
of the Holders of a 68.5% of the Series A Registrable Shares then outstanding,
enter into any agreement with any holder or prospective holder of any securities
of the Company giving such holder or prospective holder any registration rights
the terms of which are as or more favorable taken as a whole than the
registration rights granted to the Holders hereunder unless the Company shall
also give such rights to the Holders hereunder. The Company will not enter into
any agreement or take any action which is inconsistent or in conflict in any
material respect with, or will interfere with, the practical realization of the
rights granted to the Holders in this Agreement.

         2.8 Construction. The headings in this Agreement are inserted for
convenience and identification only and are not intended to describe, interpret,
define or limit the scope, extent, or intent of this Agreement or any provision
hereof. Whenever the context requires, the gender of all words used in this
Agreement shall include the masculine, feminine, and neuter, and the number of
all words shall include the singular and the plural.

         2.9 Counterparts. This Agreement may be executed in any number of
counterparts with the same effect as if each of the parties had signed the same
document. All counterparts shall be construed together and shall constitute one
and the same instrument.

         2.10 Amendments. (a) Any provision of this Agreement may be amended or
waived (subject to Section 2.10(b) below) if, but only if, such amendment or
waiver is in writing and is signed by the Company and the Holders holding at
least 68.5% of the Series A Registrable Shares then held by all Holders.

         (b) Notwithstanding Section 2.10(a), (i) no amendment or waiver shall
materially and adversely affect the rights hereunder of any Holder of a minimum
of 12,500 Registrable Shares or of the right to subscribe to 12,500 shares of
Common Stock, without the consent of such materially and adversely affected
Holder, and (ii) no amendment or waiver shall alter, modify or amend the
provisions


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set forth in Section 2.4 hereof or this Section 2.10(b)(ii) without the prior
written consent of Freddie Mac and/or any transferee of Freddie Mac.

         2.11 Definitions.

"Affiliate" shall mean, with respect to a specified Person, a Person that
directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the Person specified. The term
"control" (including the terms "controlling", "controlled by", or "under common
control with") for purposes of this definition shall mean the possession, direct
or indirect, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract, or otherwise.

"Business Day(s)" shall mean a day on which federally chartered banks located in
New York City, are not required or authorized to close and are open for business
(other than a Saturday or Sunday) under the Legal Requirements of the United
States.

"Closing Date" shall have the meaning given to it in the Stock Purchase
Agreement.

"Commitment Fee Warrants" shall mean the warrants to purchase (a) 12, 500 shares
of Common Stock to be issued by the Company to Freddie Mac pursuant to Section
2.05 of the Freddie Mac Credit Facility and (b) 40,000 shares of Common Stock to
be issued by the Company to ULLICO pursuant to Section 4.1(b) of the ULLICO
Credit Facility.

"Common Stock" shall mean the common stock, par value $.01 per share, of the
Company and any associated rights.

"Company" shall have the meaning assigned in the introductory paragraph hereof.

"Delay Period" shall have the meaning assigned in Section 1.2.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

"Freddie Mac Credit Facility" means the Revolving Credit Facility dated as of
the date hereof by and between the Company and Freddie Mac.

"Holder" or "Holders" means (i) a holder or holders of Series A Preferred Stock
or Common Stock obtained as a result of the conversion thereof, the name of
which is


                                       13

<PAGE>   16

listed on a signature page hereof as of the date of this Agreement, (ii) Freddie
Mac, (iii) ULLICO, (iv) Merrill Lynch, and (v) any direct or indirect transferee
of any such Holder who shall become a party to this Agreement in accordance with
Section 2.4; provided, however, that such Person shall no longer be deemed a
Holder after such Person has sold, transferred or otherwise disposed of all of
such Person's Series A Preferred Stock, Warrants and Registrable Shares, as
applicable.

"Initial Conversion Date" means the date on which each share of Series A
Preferred Stock shall be convertible in accordance with the Certificate of
Designations, Rights and Preferences of Series A 8% Convertible Preferred Stock.

"Interest Warrants" shall mean the warrants to be issued by the Company to
Freddie Mac pursuant to Section 2.04(a)(ii) of the Freddie Mac Credit Facility
and to ULLICO pursuant to Section 2.4(b) of the ULLICO Credit Facility.

"Legal Requirement" shall mean any and all applicable (a) federal, state or
local laws, whether of the United States or other jurisdiction (statutory and
administrative), rules, ordinances, codes and regulations, (b) judgments,
orders, writs, injunctions and decrees and (c) undertakings to or agreements
with any court or governmental agency.

"Merrill Lynch Warrants" shall mean up to 112,500 shares of Common Stock which
may be issued to Merrill Lynch upon conversion of warrants it may receive in
connection with the Series A Preferred Stock financing transaction.

"NASD" shall have the meaning assigned in Section 1.4.

"Person" shall mean a natural person, partnership (whether general or limited
and whether domestic or foreign), limited liability company, foreign limited
liability company, trust, estate, association, corporation, custodian, nominee
or any other individual or entity in its own or any representative capacity.

"Registrable Shares" shall mean collectively, the Series A Registrable Shares
and the Warrant Registrable Shares; provided, however, that Registrable Shares
shall not include any shares the sale of which has been registered pursuant to
the Securities Act and which shares have been sold pursuant to such
registration.

"Registration Expenses" shall have the meaning assigned in Section 1.4.


                                       14

<PAGE>   17

"Registration Period" means the earliest to occur of (i) the sale of all the
Registrable Shares under an effective Registration Statement, or (ii) five (5)
years from the date of the later of (x) the Initial Conversion Date or (y) the
date of the effectiveness of the Registration Statement referred to in Section
1.1 hereof; provided, however, the Registration Period shall be extended by the
aggregate number of days a Registration Statement is suspended pursuant to any
Delay Period.

"Registration Statement(s)" means a registration statement(s) of the Company
under the Securities Act covering the resale of the Registrable Shares.

"SEC" means the U.S. Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.

"Seller Affiliates" shall have the meaning assigned in Section 1.5(a).

"Series A Preferred Stock" shall mean the Series A 8% Convertible Preferred
Stock, par value $0.01 per share, of the Company.

"Series A Registrable Shares" means any Common Stock issued or issuable to a
Holder upon conversion of the Series A Preferred Stock.

"Stock Purchase Agreement" shall mean the Series A 8% Convertible Preferred
Stock Purchase Agreement, dated of even date herewith, among the Company and the
investors named on Schedule I thereto.

"Termination Fee Warrants" shall mean Warrants to purchase up to 40,000 shares
of Common Stock issuable pursuant to Section 2.3(a) of the ULLICO Credit
Facility.

"ULLICO Credit Facility" means the Credit Agreement dated as of the date hereof
by and between ULLICO and the Company.

"Warrant Registrable Shares" shall collectively mean the shares of Common Stock
issued or issuable upon exercise of: (i) the Merrill Lynch Warrants; (ii) the
Termination Fee Warrants; (iii) the Interest Warrants; and (iv) the Commitment
Fee Warrants; provided, that it is understood that Freddie Mac will not exercise
any Warrants for Registrable Shares but will transfer Warrants as permitted
pursuant to and in accordance with the terms thereof.


                                       15

<PAGE>   18

"Warrants" shall mean the Commitment Fee Warrants, the Interest Warrants, the
Termination Fee Warrants and the Merrill Lynch Warrants.

             [The remainder of this page intentionally left blank.]



















                            [SIGNATURE PAGES OMITTED]



                                       16

<PAGE>   19



         IN WITNESS WHEREOF, the parties hereto have duly executed this
Registration Rights Agreement, or have caused this Registration Rights Agreement
to be fully executed on their behalf as of the date first set forth above.


                                           LENDINGTREE, INC.


                                           By: _________________________________
                                               Name:   Thomas J. Reddin
                                               Title:  Senior Vice President and
                                                       Chief Operating Officer




                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>   20

                                           ZIONS SBIC LLC


                                           By: _________________________________
                                               Name:
                                               Title:




                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>   21



                                 SPECIALTY FINANCE PARTNERS
                                 By:  Capital Z Financial Services Fund II, L.P.
                                 By:  Capital Z Partners, Ltd.,
                                      its ultimate General Partner


                                 By:  __________________________________________
                                      Name:
                                      Title:




                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>   22





                                             By:  ______________________________
                                                  Douglas R. Lebda





                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>   23





                                            By:  _______________________________
                                                 Pei-Yuan Chia




               [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>   24





                                           JOHN PRINCE FAMILY INV. L.L.C.



                                           By:  ________________________________
                                                Name: John B. Prince
                                                Title:





                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>   25




                                          By:  _________________________________
                                               Jeffery P. Hughes






                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>   26




                                          By:  _________________________________
                                               William Shiebler








                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>   27




                                         By:  __________________________________
                                              Victor F. Keen








                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>   28




                                        CRATON CAPITAL


                                        By:  ___________________________________
                                             Name:
                                             Title:





                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>   29





                                        By:  ___________________________________
                                             Ejnar Knudsen








                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>   30




                                        By:  ___________________________________
                                             Peter Georgescu


                                        By:  ___________________________________
                                             Barbara Georgescu








                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>   31




                                        By:  ___________________________________
                                             Richard D. Field









                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]



<PAGE>   32



                                       RICHARD D. FIELD IRA ROLLOVER,
                                       by Bank of New York, Trustee


                                       By:  ____________________________________
                                            Name:
                                            Title:




                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>   33




                                       TASK FOUNDATION, INC.


                                       By:  ____________________________________
                                            Name:
                                            Title:









                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>   34





                                       BULGROUP PROPERTIES



                                       By:  ____________________________________
                                            Name: Coleman P. Burke
                                            Title: General Partner








                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>   35




                                       By:  ____________________________________
                                            Terrence D. Daniels









                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>   36




                                        By:  ___________________________________
                                        Name:___________________________
                                        On Behalf of Keith B. Hall IRA






               [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>   37




                                        By:  ___________________________________
                                             W. James Tozer, Jr.






                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>   38




                                        W. JAMES TOZER, JR. IRA
                                        By: ABN AMRO, Inc., Custodian


                                        By:_____________________________________
                                           Name:  Stephen M. Fitzgerald
                                           Title: Vice President - Operations




                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>   39






                                        THE UNION LABOR LIFE INSURANCE COMPANY



                                        By   ________________________________
                                             Name:
                                             Title:









                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>   40



                             MERRILL, LYNCH, PIERCE, FENNER & SMITH INCORPORATED

                             By:   _____________________________________________
                                   Name:
                                   Title:





               [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>   41



                                         FEDERAL HOME LOAN MORTGAGE CORPORATION



                                         By:  __________________________________
                                              Name:
                                              Title:





               [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]