CO-BRANDING/MARKETING AGREEMENT

         THIS  CO-BRANDING  AGREEMENT (this  "AGREEMENT") is made as of the 8th
day of August,  2000 (the "EFFECTIVE DATE") by and between  MORTGAGEIT,  INC., a
corporation  organized and existing under the laws of New York,  with offices at
33  Maiden  Lane,   6th  Floor,   New  York,   New  York  10038   ("MIT"),   and
WEALTHHOUND.COM,  a  corporation  organized  and existing  under the laws of the
State of Florida, with offices at 11 Broadway, New York, New York 10004 ("WHC").

                              W I T N E S S E T H:

         WHEREAS,  WHC owns and operates a website which is available  online to
users of the Internet (as defined herein); and

         WHEREAS,   MIT  provides  Mortgage  Services  (as  defined  herein)  to
consumers and other businesses and operates an Internet website through which it
offers Mortgage Services "on-line"; and

         WHEREAS,  WHC and MIT desire to enter  into a  marketing  program  (the
"PROGRAM") under which WHC will market and promote  Mortgage  Services of MIT to
WHC Users (as defined  herein)  through a Co-Branded  Page (as defined  herein),
which such Co-Branded Page shall be a "co-branded" marketing site.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereby agree as follows:

ARTICLE I

                                   DEFINITIONS

          1.1 DEFINITIONS.  As used in this Agreement, the following terms shall
have the following  meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):

         "AFFILIATE"  shall  mean with  respect to any  Party,  any Person  that
directly  or  indirectly  through  one  or  more  intermediaries   controls,  is
controlled  by or is under  common  control  with such  Party or with which such
Party has a  partnership,  joint  venture  or similar  relationship,  whether by
contract or otherwise.

         "BUSINESS DAY" shall mean any day other than a Saturday,  Sunday, legal
holiday or other day on which banks are closed for business in New York.

         "CO-BRANDED  PAGE"  shall  mean  a  collection  of  HTML  documents  or
applications  accessible to the public through the WHC Website that will promote
MIT's Mortgage Services and will contain (a) the header branding of WHC, (b) top
and left  navigation  bars  provided by




                                       1
<PAGE>

WHC, and (c) content  provided by MIT occupying  the remaining  portion of such
web page (I.E., the portions outside of the header,  and top and left navigation
bars).  If the WHC Website is a "frame  based" site,  then the  Co-Branded  Page
shall contain WHC  navigation  templates and a content frame filled with content
and  information  provided by MIT (I.E,  WHC will  "call" MIT  content  into the
"content" frame located on the Co-Branded  Page). If the WHC Website is a "table
based" site,  then MIT will work with WHC to establish a limited number of pages
that possess both (a) the WHC look and feel and (b) MIT content.

         "CONFIDENTIAL  INFORMATION" shall mean all information and data (in any
medium whatsoever, including without limitation, writing or oral information and
data)  furnished or disclosed by one Party hereto (the  "ORIGINATING  PARTY") to
the other Party hereto (or such Party's directors,  officers,  employees, agents
or Representatives)  (collectively,  the "RECEIVING PARTY") before or during the
negotiation  of  this   Agreement  and  during  the  term  of  this   Agreement.
Confidential Information shall include,  without limitation,  computer programs,
code,  algorithms,  names and expertise of employees and consultants,  know-how,
formulas,  processes,  ideas,  inventions  (whether  or not  patentable),  trade
secrets,  schematics,  business  plans (or  portions  thereof),  product  ideas,
marketing concepts, financial information and projections, customer information,
financial   and   product   development   plans,   forecasts   and   strategies.
Notwithstanding   anything  to  the  contrary  contained  herein,   Confidential
Information shall not include information that: (I) is or becomes publicly known
through  no breach  of this  Agreement  by the  Receiving  Party;  (II) has been
approved for release by prior written  consent of the Originating  Party;  (III)
has been disclosed by the Receiving Party in order to comply with (y) a judicial
order  issued by a court of competent  jurisdiction  or (z)  government  laws or
regulations,  and, in either  event,  the Receiving  Party shall give  immediate
prior  written  notice to the  Originating  Party of such  disclosure  and shall
cooperate with the Originating  Party in using all reasonable  efforts to obtain
an  appropriate  protective  order  or  equivalent  (it  being  agreed  that any
information  disclosed  pursuant to this  subsection  (iii) shall, to the extent
covered  by a  protective  order  or  equivalent,  continue  to be  Confidential
Information for all other purposes of this Agreement);  (IV) is already known to
the Receiving Party at the time of disclosure by the Originating  Party;  (V) is
independently  developed or  formulated  by the  Receiving  Party without use or
reference to Confidential Information of the Originating Party; and (VI) becomes
known to the Receiving Party,  without  restriction,  from a third party without
(y)  such  third  party  breaching  any  duty  or  obligation  then  owed to the
Originating  Party (pursuant to another agreement or otherwise) or (z) breaching
any of the Originating  Party's rights (granted pursuant to another agreement or
otherwise).

         "HOME EQUITY LOAN" shall mean any loan to be secured by a mortgage on a
property that is subordinate to another mortgage on such property (e.g., second,
third, or fourth mortgages).

         "HTML"  shall  mean  hypertext  mark-up  language,   or  any  successor
protocol.

         "INTELLECTUAL  PROPERTY  RIGHTS"  shall  mean any and all now  known or
hereafter  existing  rights  associated  with works of  authorship or inventions
throughout  the  world,  including,  without  limitation,  copyrights,  patents,
trademarks,  service marks, know-how, "look and feel" and all



                                       2
<PAGE>

other  intellectual and industrial  property and proprietary rights relating to
intangible  property of every kind and nature  throughout  the world and however
designated.

         "INTERNET"  shall mean the on-line,  electronic  communication  network
commonly known as the World Wide Web ("WWW")

         "LAUNCH DATE" shall mean the date on which both parties  mutually agree
in writing that the  Co-Branded  Page is fully  operational  and  available  for
launch on the Internet pursuant to the terms of this Agreement.

         "LINK"  shall mean a pointer to an  Internet  address,  page or service
which can be  activated  through a user  interface  (E.G.,  a click of a mouse),
including  without  limitation  any  banner,   button,   tile,  text  or  e-mail
connection.

         "LOAN APPLICATION" shall mean a completed loan application that (1) MIT
receives from a WHC User who visits the  Co-Branded  Page by using a Link on the
WHC  Website,  (2)  contains  sufficient  information  to  allow  MIT to make an
intelligent  credit decision  regarding such application,  (3) is accompanied by
the applicable application fee, and (4) notwithstanding anything to the contrary
contained in this sentence, contains accurate and complete information regarding
(a) the full name(s) of the applicant(s),  (b) social security  number(s) of the
applicant(s),  (c) the current  residency  address,  telephone  number and email
address (business or residence) of the applicant(s),  (d) the State in which the
subject  property is located,  and (e) the purchase price or market value of the
subject property.

         "MARKS" shall mean any and all logos, trademarks,  trade names, service
marks and other similar identifying material.

         "MIT  WEBSITE"   shall  mean  any   collection  of  HTML  documents  or
applications  that is  operated  by MIT and  accessible  to the  public  via the
Internet at the URL HTTP://WWW.MORTGAGEIT.COM.

         "MIT USER"  shall mean an  individual  who has viewed the MIT  Website,
whether directly from the Internet or through a Link on the WHC Website.

         "MORTGAGE"  shall  mean  any  loan to be  secured  by a  mortgage  on a
residential property that is superior to all other mortgages on such property.

         "MORTGAGE  SERVICES" shall mean collectively,  (i) the provision of any
information about residential  mortgages,  including without limitation Mortgage
rates, (ii) functionality enabling an individual to obtain (x) a pre-approval or
pre-qualification  for a  residential  Mortgage  loan  and/or (y) a  residential
Mortgage loan, and (iii) other content,  service,  product or program related to
residential lending, residential Mortgage or the residential Mortgage business.

          "PARTY"  shall mean each of MIT and WHC in its  capacity as a party to
this Agreement.

                                       3
<PAGE>

         "PERSON"  shall  mean an  individual,  corporation,  limited  liability
company,   partnership   (general,   limited  or  limited   liability),   trust,
unincorporated   organization,   any  government  or  any  agency  or  political
subdivision thereof, or any other entity.

         "REPRESENTATIVES"  shall mean the attorneys,  accountants,  consultants
and financial advisors retained by any Party.

         "WHC  USER"  shall  mean an  individual  who has  logged  on to the WHC
Website.

         "WHC  WEBSITE"   shall  mean  any   collection  of  HTML  documents  or
applications  that is  operated  by WHC and  accessible  to the  public  via the
internet at the URL HTTP://WWW.WEALTHHOUND.COM (or any successor URL).

                                   ARTICLE II

                         RESPONSIBILITIES OF THE PARTIES

2.1      IMPLEMENTATION OF THE PROGRAM.
         -----------------------------

          (a) WHC shall  implement  the Program to  advertise  and market  MIT's
Mortgage  Services by establishing a Co-Branded Page which shall be as described
in Section 1.1, in a format  mutually  agreed upon by the Parties and accessible
to the public from the WHC Website. WHC shall maintain a tab named "Mortgage" at
the top  navigation  bar of the WHC Website which such button shall be linked to
the  Co-Branded  Page. At WHC's  request,  MIT shall provide WHC with samples of
MIT's Marks or such other images or slogans as MIT desires WHC to display on the
WHC  Website.  WHC and  MIT  shall  both  be  responsible  for  maintaining  the
Co-Branded  Page, and shall  cooperate,  on a technical basis and otherwise,  to
implement  the Program as described  herein and within a  reasonable  time frame
mutually  agreed upon by the Parties.  MIT shall be responsible for the costs of
designing and implementing the Co-Branded Page.

          (b) MIT shall  provide its Mortgage  Services to WHC Users through the
Co-Branded  Page.  Once a WHC User is transferred  to MIT's  Website,  MIT shall
fulfill all of its  obligations to the WHC User in accordance with the terms and
conditions  MIT  provides to the WHC User and shall  comply with all  applicable
laws and regulations.

          (c) MIT shall be the  exclusive  residential  mortgage  broker  and/or
banker  advertised,  appearing  and/or  offering  Mortgage  Services  on the WHC
Website,  whether by Links or otherwise.  WHC shall not enter into any agreement
to (or otherwise) operate,  promote, profit from, advertise,  assume an interest
in,  partner  with or assist any third  party  that  markets,  promotes,  sells,
advertises  or  performs  Mortgage  Services   including,   without  limitation,
"on-line" and "off-line"  mortgage bankers and/or brokers  including home equity
lenders, retail banks and other financial services providers;  provided that the
scope of  exclusivity  contained  in this  Section  2.1  shall not  include  any
federally-chartered  bank that (i) may provide  Mortgages or other loan products
as part of its overall product  offering and (ii) does not appear,  advertise or
otherwise link to the Co-Branded Page.


                                       4
<PAGE>



          2.2 USER  TRACKING AND  REPORTING.  (a) MIT shall be  responsible  for
tracking WHC Users who Link to MIT's  Website  through the  Co-Branded  Page and
provide  information  to or enter into any  mortgage  transaction  with MIT as a
result thereof. MIT shall collect and retain sufficient  information to allow it
to calculate  the amounts (if any)  required to be remitted to WHC under Section
3.1 hereof.  Within fifteen (15) days following the end of each month, WHC shall
provide MIT with  written  reports  regarding  the  impression  frequency of any
advertisements and buttons of MIT on the WHC Website and the number of WHC Users
who viewed the Co-Branded Page.

          2.3  ADDITIONAL  WHC  RESPONSIBILITIES.  In addition to performing all
obligations set forth in this Article II, during the term of this Agreement, WHC
shall:

          (a)       be  solely  responsible  for  the  development,  design  and
                    maintenance of the WHC Website;

          (b)       provide, maintain and host the Link(s) specified herein from
                    the WHC Website to the Co-Branded Page;

          (c)       cooperate,  on a technical basis and otherwise,  with MIT to
                    implement  the  Program as  described  herein  within a time
                    frame mutually agreed upon by the Parties; and

          (d)       keep  confidential  any and all information  obtained by WHC
                    regarding MIT Users.

          2.4  ADDITIONAL  MIT  RESPONSIBILITIES.  In addition to performing all
obligations set forth in this Article II, during the term of this Agreement, MIT
shall:

          (a)       be  solely  responsible  for  the  development,  design  and
                    maintenance  of the MIT  Website  and any  costs  associated
                    therewith;

          (b)       provide WHC with samples of MIT's Marks or such other images
                    or slogans as the Parties  mutually agree to be displayed on
                    the WHC Website (it being  agreed that WHC shall be required
                    to  obtain  MIT's  prior  written  consent  (which  shall be
                    granted or withheld in MIT's sole discretion) to any uses of
                    MIT's Marks);

          (c)       cooperate,  on a technical basis and otherwise,  with WHC to
                    implement the Program as described  herein with a time frame
                    mutually agreed upon by the Parties; and

          (d)       keep  confidential  any and all information  obtained by MIT
                    regarding WHC Users.


                                       5
<PAGE>


                                  ARTICLE III

                                  COMPENSATION

                                  *[REDACTED]


                                   ARTICLE IV

                              TERM AND TERMINATION

          4.1 TERM.  This  Agreement  shall  commence on the Effective  Date and
shall  continue  in full force and effect  through  and  including  the day (the
"EXPIRATION  DATE")  that is the one (1) year  anniversary  of the  Launch  Date
(unless  sooner  terminated  pursuant  to the  terms  of this  Agreement).  This
Agreement may be renewed upon the mutual agreement of the parties.


*        This portion of the exhibit has been  omitted  based upon a request for
         confidential treatment.  The omitted portion has been separately filed
         with the Commission.



                                       6
<PAGE>


4.2      TERMINATION OF THE AGREEMENT.
         ----------------------------

          (a) TERMINATION  FOR CAUSE.  Either Party may terminate this Agreement
in the  event of a  material  default  by the  other  Party of any of the  other
Party's  representations,  warranties,  agreements  or  obligations  under  this
Agreement by the following procedure:  (i) the non-defaulting Party will provide
the  defaulting  Party with written  notice  specifying  the  particulars of the
default;  and (ii) if the  default is not cured  within  thirty  (30) days after
receipt of such notice,  the  non-defaulting  Party may terminate this Agreement
immediately  upon providing  written notice to the defaulting  Party.  If either
Party becomes insolvent,  files a bankruptcy petition, becomes the subject of an
involuntary  petition,  makes a general assignment for the benefit of creditors,
has a receiver appointed for its assets (voluntarily or involuntarily) or ceases
to conduct business,  such Party shall be considered in material default of this
Agreement.  If either Party has its license to conduct business suspended by any
applicable  state or  federal  authority,  such  Party  shall be  considered  in
material  default  of  this  Agreement  and  (x) the  non-defaulting  Party  may
terminate  this  Agreement  immediately  upon  providing  written  notice to the
defaulting  Party and (y) the cure  provision  contained in this Section  4.2(a)
shall  not  apply.  If any of the  events  stated in the  immediately  preceding
sentence occur with respect to one Party,  such Party shall  immediately  notify
the other Party of such occurrence.

          (b)  TERMINATION  WITHOUT CAUSE.  Following the date that is the three
(3) month  anniversary  of the Launch  Date,  each Party shall have the right to
terminate  this  Agreement  without  cause upon thirty (30) days' prior  written
notice to the other Party.

          4.3 EFFECT OF TERMINATION. Upon the termination of this Agreement, (i)
the rights and licenses  granted  pursuant to this  Agreement  shall  terminate,
except as expressly provided in this Agreement,  (ii) each Party shall cease all
further  use of and shall  return to the other  Party,  within  thirty (30) days
after  such  termination,  all  tangible  items  in  its  possession  which  are
proprietary  to such other  Party,  and (iii) each Party  shall cease to use all
Intellectual  Property Rights of the other party,  including without limitation,
all Marks of the other Party. Upon the termination of this Agreement, each party
shall remove all Links to the other  party's  website from its own website.  MIT
shall pay to WHC,  within  thirty (30) days  following the  termination  of this
Agreement,  all amounts owed to WHC for all periods prior to the  termination of
this Agreement.

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

5.1      REPRESENTATIONS AND WARRANTIES.
         ------------------------------

          (a) Each Party  represents and warrants to the other Party that (i) it
has full power and authority, and has taken all action necessary, to execute and
deliver this  Agreement,  (ii) the making and  performance by such Party of this
Agreement does not and will not violate the Intellectual  Property Rights of any
third  party or any law or  regulation  applicable  to it,  its  certificate  of
incorporation,  by-laws or other organizational documents or any other agreement
to

                                       7
<PAGE>




which it is  a  party or by which it is bound,  (iii) this  Agreement  has been
duly executed and delivered by it and constitutes  its legal,  valid and binding
obligation,  enforceable  against it in accordance with the terms hereof (except
to the extent  that the  enforceability  thereof  may be limited by  bankruptcy,
insolvency or other similar laws of general applicability  affecting enforcement
of  creditors'  rights  generally,  or by a court's  discretion  in  relation to
equitable remedies), and (iv) all approvals, authorizations,  licenses, or other
actions by, or filings from or with any  governmental  authority or other person
or entity  necessary (as a result of any law,  agreement or  otherwise)  for the
validity or  enforceability of its obligations under this Agreement have been or
will be obtained.

          (b) MIT  represents  and  warrants to WHC that (i) all  covenants  and
agreements of MIT under this Agreement and all Mortgage Services provided to WHC
Users by MIT, all fees paid  hereunder  and all aspects of the  operation of the
program involving the duties of MIT, including mortgage  applications,  mortgage
pre-approvals,   user  notices,  disclosures,   rates  and  terms  and  mortgage
servicing,  comply  and,  at all  times  during  and  after  the  expiration  or
termination of this Agreement will comply, with all applicable federal and state
laws and  regulations  and (ii) it is  authorized  to transact  business  and to
fulfill its  obligations  as  described  in this  Agreement in all states of the
United States, excluding New Hampshire and Arizona.

          5.2 NO OTHER  REPRESENTATIONS  AND  WARRANTIES.  EXCEPT  AS  EXPRESSLY
PROVIDED FOR IN THIS AGREEMENT,  NEITHER PARTY HERETO MAKES ANY  REPRESENTATIONS
OR WARRANTIES,  EXPRESS OR IMPLIED,  AS TO THE TRANSACTIONS  CONTEMPLATED HEREBY
AND THE SERVICES PROVIDED HEREUNDER,  INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

                                   ARTICLE VI

                                 CONFIDENTIALITY

          6.1 CONFIDENTIAL INFORMATION. During the term of this Agreement and at
all times  after  its  termination,  the  Receiving  Party  shall  maintain  all
Confidential  Information  as  confidential  and shall not furnish,  disclose or
permit  Confidential  Information  to be  disclosed  to any Person.  Each of the
parties  hereto  shall  take all  reasonable  steps  to  minimize  the  risks of
disclosure of Confidential Information. Each of the parties hereto further agree
that the unauthorized disclosure by it of Confidential Information received from
the other Party will cause irreparable harm and significant  injury to the other
Party  hereto,  which  such  irreparable  harm  and  significant  injury  may be
difficult  to  ascertain.  Accordingly,  each Party  agrees that the other Party
shall be  entitled  to  equitable  relief,  including,  without  limitation,  an
immediate injunction enjoining any breach by a Receiving Party of the provisions
of this Article VI, in addition to all other remedies available to such Party at
law or in equity.

          6.2 USER INFORMATION.  During the term of this Agreement and after its
termination  or  expiration,  MIT shall not  disclose  to any  person or entity,
including  an  Affiliate,  any  information  that  individually  identifies  the
identity,  usage,  habits or transactions of WHC Users or that



                                       8
<PAGE>


 identifies  WHC or the fact that the User came from WHC.  Without  limiting the
foregoing,  MIT shall  comply with the terms of its privacy  policy,  as then in
effect, with regard to User data.

                                  ARTICLE VII

                                     GENERAL

          7.1 INDEMNIFICATION  OBLIGATIONS.  Each of WHC and MIT shall indemnify
and hold  harmless the other,  its  Affiliates  and their  respective  officers,
directors,  employees and permitted assigns from and against any and all claims,
liabilities, losses, damages, expenses and costs (including, without limitation,
reasonable  attorney's  fees,  disbursements  and court costs) arising out of or
relating to (i) any breach of its  representations,  warranties,  covenants  and
agreements set forth in this Agreement,  and (ii) any intentional  misconduct or
gross negligence committed by its officers, directors, employees or agents which
causes loss to a third  party,  except to the extent the  indemnified  Party may
have caused, contributed to or compounded the loss.

          7.2  DISCLAIMER  OF  WARRANTIES.  Both  Parties  provide all  services
hereunder  "AS  IS"  and  without  warranty  of any  kind.  Neither  WHC nor MIT
guarantees  continuous or uninterrupted  display or distribution of its website.
In the event of  interruption  of display or  distribution  of either of the MIT
Website or the WHC  Website,  each Party's  sole  obligation  to the other Party
shall be to restore service as soon as practicable.

          7.3 USE OF MARKS. During the term of this Agreement, each Party hereby
grants to the other Party a non-exclusive,  non-transferable  license to use the
Marks of the other Party solely to fulfill its obligations under this Agreement;
PROVIDED, HOWEVER, that each Party shall submit to the other Party for its prior
written  approval  any  proposed  use of the  Marks of such  Party.  Each  Party
acknowledges  and agrees  that (i) the Marks of the other  Party will remain the
exclusive  property of the other  Party,  (ii) nothing in this  Agreement  shall
confer upon such Party any right of  ownership  in the Marks of the other Party,
and (iii) such Party shall not now or in the future  contest the validity of the
Marks of the other Party.  Except as expressly  provided  herein,  neither Party
grants a license to or otherwise authorize the other Party in any way whatsoever
to use any  Intellectual  Property  Rights  in  connection  with  any  branding,
interface,  technology or content  developed by the other Party,  or any of such
Party's logos,  trade names,  trademarks or service marks,  and any proposed use
thereof must be approved in writing by the other Party prior to such use.

          7.4 NOTICES. All notices and other communications  between the Parties
required or permitted  hereunder shall be in writing and shall be deemed to have
been duly given upon  receipt of hand  delivery,  certified or  registered  mail
(return receipt requested),  overnight courier service (E.G.,  Federal Express),
or  telecopy  transmission  with a second  copy sent by mail,  in each such case
addressed to the Parties as first written above, or to such other address as may
be  hereafter  notified  by a Party in  writing,  provided  that  notices  as to
business  matters under Article II hereof may also be sent to the other Party by
e-mail.



                                       9
<PAGE>


          7.5 NO  WAIVER;  CUMULATIVE  REMEDIES.  No  failure  or  delay  in the
exercise by either  Party of any right,  remedy,  power or  privilege  hereunder
shall operate as a waiver thereof;  nor shall any single or partial  exercise of
any right,  remedy,  power or privilege  hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights,  remedies,  powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies,  powers and privileges provided by law or
in equity.

          7.6 COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original and all of which together shall  constitute
one and the same instrument. Transmission by telecopy of an executed counterpart
of this Agreement  shall be deemed to constitute due and sufficient  delivery of
such counterpart.

          7.7 SEVERABILITY.  Any provision of this Agreement which is prohibited
or  unenforceable  in  any  jurisdiction  shall,  as to  such  jurisdiction,  be
ineffective  to the  extent  of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

          7.8 GOVERNING LAW. This  Agreement  shall be governed by and construed
in accordance with the laws of the State of New York.

          7.9 JURISDICTION. Any judicial proceeding brought with respect to this
Agreement must be brought in a court of competent  jurisdiction  in the State of
New York  located  in the County of New York or in the  United  States  District
Court for the Southern  District of New York, or the courts of the County of New
York.  By  execution  and  delivery of this  Agreement,  each Party (i) accepts,
generally and unconditionally, the exclusive jurisdiction of such courts and any
related  appellate  court,  and  irrevocably  agrees to be bound by any judgment
rendered thereby in connection with this Agreement,  (ii) irrevocably waives any
objection it may now or hereafter have as to the venue of any such suit,  action
or  proceeding  brought  in such a court or that such  court is an  inconvenient
forum and (iii) agrees that service of process in any such action or  proceeding
may be effected (A) by mailing a copy thereof by  registered  or certified  mail
(or any substantially similar form of mail), postage prepaid, to its address set
forth in Section 9.1 or (B) in any other manner permitted by law.

          7.10  PUBLICITY.  WHC and  MIT  may  announce  the  execution  of this
Agreement in a press release mutually agreed upon by the Parties.

          7.11 HEADINGS;  REFERENCES. The article and section headings contained
in this  Agreement are for  reference  purposes only and shall not affect in any
way the meaning or  interpretation  of this Agreement.  All references herein to
"Articles,"  "Sections,"  or  "Exhibits"  shall be  deemed to be  references  to
Articles or Sections hereof or Exhibits hereto unless otherwise indicated.

          7.12 ENTIRE AGREEMENT. This Agreement,  including the exhibits hereto,
embodies  the entire  agreement  and  understanding  of the parties  hereto with
respect  to the  subject  matter


                                       10
<PAGE>



contained herein and supersedes all prior agreements and understandings between
the parties with respect to such subject matter.

          7.13 AMENDMENTS;  BINDING EFFECT. Any amendments to, or waivers of any
rights under,  this Agreement shall be in writing and signed by both Parties or,
in the case of a waiver, by the Party waiving  compliance.  This Agreement shall
be  binding  upon and  inure to the  benefit  of the  Parties  hereto  and their
respective successors and permitted assigns.

          7.14 ASSIGNMENT.  Neither Party may assign this Agreement  without the
prior written  consent of the other Party,  and any attempt by a Party to assign
this Agreement without such consent shall be null and void;  PROVIDED,  HOWEVER,
that either Party shall be permitted to assign this Agreement  without the other
Party's  prior  consent in  connection  with a merger of such Party with or into
another entity,  or the sale of all or  substantially  all of the assets of such
Party.

          7.15 NO AGENCY. No agency,  partnership,  joint venture, or employment
relationship  shall be created or inferred by the  existence or  performance  of
this  Agreement,  and neither  Party shall have any  authority to bind the other
Party in any respect whatsoever.

          7.16 SURVIVAL.  In addition to those provisions herein which expressly
survive the  termination  of this  Agreement,  Sections 2.4, 4.1, 4.3, 5.1, 6.1,
6.2,  7.1, 7.2, 7.3,  7.4,  7.7,  7.8,  7.18,  7.19,  and 7.20 shall survive any
termination of this Agreement.

          7.17 FORCE  MAJEURE.  Either  Party  hereto  shall be excused from any
delay or failure in  performance  hereunder,  except the payment of sums due and
payable hereunder,  caused by reason of any occurrence or contingency beyond its
reasonable control,  including,  without limitation, acts of God, fires, floods,
wars, civil disturbances,  power outages,  sabotage,  accidents or disputes with
organized labor.  The time for performance  shall be extended for a period equal
to the period during which the event of force majeure  prevented  performance as
aforesaid,  but  in  no  event  for  more  than  60  days.  Notwithstanding  any
implication to the contrary  herein,  no event of force majeure shall extend the
time for  performance  hereunder  (a)  beyond the period  during  which,  in the
exercise of due diligence and prompt pursuit of all reasonable alternatives, the
Party  claiming  such event of force majeure could not have avoided its delaying
effect, or (b) if the Party claiming such event of force majeure fails to notify
the other Party in writing of such event of force  majeure  within ten (10) days
of its first becoming aware of such event of force majeure.

          7.18 CONSENT.  Whenever the consent or approval of a Party is required
under  this  Agreement,  such  consent  shall not be  unreasonably  withheld  or
delayed.

          7.19  LIMITATION  OF LIABILITY.  EXCEPT FOR A PARTY'S  INDEMNIFICATION
OBLIGATIONS  CONTAINED IN SECTION 7.1, UNDER NO CIRCUMSTANCES  WILL EITHER PARTY
BE  LIABLE  TO THE  OTHER  PARTY  WITH  RESPECT  TO ANY  SUBJECT  MATTER OF THIS
AGREEMENT  FOR  INDIRECT,  INCIDENTAL,   CONSEQUENTIAL,   SPECIAL,  PUNITIVE  OR
EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT
LIMITED  TO,  LOSS OF

                                       11
<PAGE>

REVENUE OR  ANTICIPATED  PROFITS OR LOST  BUSINESS.  THESE LIMITATIONS SHALL
APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.

          7.20    UNQUALIFIED    LAUNCHES   AND    UNQUALIFIED    MODIFICATIONS.
Notwithstanding anything to the contrary contained in this Agreement, if (A) WHC
allows  any  portion  of the  Mortgage  Services  or the  Co-Branded  Page to be
available to WHC Users over the Internet or otherwise  prior to receiving  MIT's
prior written  consent (each, an  "Unqualified  Launch"),  or (B) WHC redesigns,
modifies,  amends, adds to, removes from,  supplements or affects any portion of
the Co-Branded  Page or any Links prior to receiving MIT's prior written consent
(each,  an "Unqualified  Modification"),  then (in either case) MIT shall not be
required  to comply  with the  provisions  of  Paragraphs  2.2 or 3.1 during the
period beginning on the date of the applicable Unqualified Launch or Unqualified
Modification  (as the case  may be)  through  and  including  the date  that MIT
consents to such action pursuant to the terms of this Agreement.

         IN WITNESS WHEREOF,  the Parties hereto have executed this Agreement as
of the date set forth above.

MORTGAGEIT, INC.                                  WEALTHHOUND.COM, INC.


By: /s/ Alex Gemice                               By:  /s/ Michael D. Farkas
   -------------------------------                     -------------------------
Name: Alex Gemice                                 Name:    Michael D. Farkas
     -----------------------------                     -------------------------
Title: Senior Vice President                      Title: Chief Executive Officer
      ----------------------------                     -------------------------