HomeBuilder.com Builder Gold Program Agreement - National New Homes Inc., RealSelect Inc. and NetSelect Inc.


                HomeBuilder.com Builder Gold Program Agreement

     This Builder Gold Program Agreement (the 'Agreement') is dated as of
                                               ---------                 
_______, 1999, and is entered into by and among National New Homes, Inc., a
Delaware corporation, operator of HomeBuilder.com ('HomeBuilder.com'),
                                                    ---------------   
RealSelect, Inc., a Delaware corporation ('RealSelect'), NetSelect, Inc., a
                                           ----------                      
Delaware corporation that intends to change its name to HomeStore.com, Inc. and
is an affiliate of HomeBuilder.com ('HomeStore.com') and the persons and
                                     -------------                      
entities who execute a counterpart of this Agreement as a 'Builder'
(individually a 'Builder' and collectively, the 'Builders').
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                                    RECITALS
                                    --------

WHEREAS, Builder is a member of the National Association of Home Builders
('NAHB');
  ----   

WHEREAS, Builder has entered into an agreement with HomeBuilder.com dated
______________ a copy of which is attached hereto as Exhibit A. ('Builder Gold -
National Advertising Agreement');

WHEREAS, HomeStore.com has filed a registration statement with the Securities
and Exchange Commission (the 'SEC') under the Securities Act of 1933, as amended
                              ---                                               
('Securities Act'), registering the offer and sale of shares of HomeStore.com
  --------------                                                             
Common Stock (the 'Common Stock') in an underwritten initial public offering
                   ------------                                             
('IPO');
  ---   

WHEREAS, HomeStore.com has also filed a related registration statement (which
will be referred to herein as the 'Registration Statement') with the SEC
                                   ----------------------               
registering the offer and sale of certain shares of Common Stock, warrants to
purchase shares of Common Stock, and the shares of Common Stock that are
issuable upon exercise of such warrants, to certain persons and entities
including the Builders who purchase shares of Common Stock and warrants pursuant
to this Agreement and the agreements contemplated by this Agreement; and

WHEREAS, in order to induce Builder to participate in the Builder Gold Program
(the 'Program'), and to enter into this Agreement and, if applicable, the
      -------                                                            
National Builder Contract, HomeStore.com desires to offer and sell to Builder,
and Builder desires to purchase, shares of Common Stock of HomeStore.com.
pursuant to the Registration Statement and on the terms and subject to the
conditions set forth in this Agreement.

WHEREAS, in order to induce Builder to participate as a Exclusive Data
Collection Partner, HomeStore.com desires to offer and sell to Builder, and
Builder desires to purchase a warrant to purchase shares of Common Stock of
HomeStore.com, pursuant to the Registration Statement and on the terms and
subject to the conditions set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the foregoing Recitals, the
covenants and agreements set forth hereinafter, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:

1.   Term. This Agreement shall become effective with respect to a Builder when
     ----                                                                      
     it is executed and delivered by the Builder, HomeBuilder.com, HomeStore.com
     and 

                                       1

 
     RealSelect. The initial term of this Agreement will commence on the date
     hereof and shall terminate three years from the date hereof.

2.   Definitions. The following terms shall have the following meaning when used
     -----------                                                                
     in this Agreement.

     'Current Inventory Data' means (i) any and all information regarding the
     availability of models, spec inventory and plan offerings within a
     subdivision including but not limited to base plan lists, price lists, lot
     inventory, base descriptions of homes such as bedrooms, baths and square
     footages and other home amenities, (ii) the copyrighted and/or non-
     copyrighted architectural plans and/or renderings of homes including
     photographs of such homes, and (iii) the subdivision information including
     the marketing name of the subdivision, the contact names and contact
     numbers.

     'Internet Display Advertising' means advertisements such as banners and
     links placed by Builder on Internet sites.

     'National Listing Site' means any Internet site that aggregates and/or
     displays Current Inventory Data and/or residential real estate listings
     from more than one Metropolitan Statistical Area (US Census Bureau
     designation) whether accessed at a single URL or at a URL that then links
     to multiple URLs where such Current Inventory Data is then available.

     'Purchaser' shall mean a particular Builder that purchases shares of Common
     Stock and/or Warrants pursuant to the terms of this Agreement.

     'Qualified Builder' shall mean a new home builder which offers homes for
     sale in at least 50 different Subdivisions.

     'Subdivision' shall mean a set of lots in a single area marketed to the
     consumer under one name in which the Builder offers new homes for sale
     built by the Builder on the date which the determination is made.

3.   Builder Obligations. In the event that Builder elects to become an
     ---------------------                                             
     Exclusive Data Collection Partner by marking Option #1 on the signature
     page of this Agreement, and only in such case, shall the provisions of this
     Section 3.1, 3.2 and 3.3 apply. In the event that Builder elects to become
     a Preferred Data Collection Partner by marking Option #2 on the signature
     page of this Agreement, and only in such case, shall the provisions of this
     Section 3.4 apply.

     3.1. Data Collection. In the event that Builder elects to become an
          ---------------                                               
          Exclusive Data Collection Partner, during the first year of  this
          Agreement, Builder will use all reasonable efforts to cause its
          employees and agents to provide Builder's Current Inventory Data on an
          exclusive basis to HomeBuilder.com and will not, directly or
          indirectly, allow any person or entity, to collect or aggregate its
          Current Inventory Data ('Third-Party Collectors') where the data is
                                   ----------------------                    
          then displayed on a National Listings Site. The foregoing sentence
          shall not preclude Builder from collecting and/or displaying Builder's
          Current Inventory Data on its own Internet 

                                       2

 
          site nor for the purpose of posting such data on Realtor MLS systems
          nor shall it preclude Builder from placing Internet Display
          Advertising on any site worldwide.

     3.2. Procedures for Notification of Third-Party Collectors. In the event
          -----------------------------------------------------              
          that Builder elects to become an Exclusive Data Collection Partner,
          during the first year of  this Agreement, Builder and HomeBuilder.com
          agree to use reasonable efforts to work together to notify Third-Party
          Collectors and/or National Listing Sites of HomeBuilder.com's
          exclusivity as set forth above. During the first year of  this
          Agreement, Builder gives HomeBuilder.com the right to send
          notification to such companies on its behalf using the 'Notification
          Letter' attached as Schedule C to the Builder Gold - National
          Advertising Agreement attached hereto as Exhibit A and Builder agrees
          to work with HomeBuilder.com to use reasonable commercial efforts to
          enforce the requests made of such Third-Party Collectors as outlined
          in the Notification Letter.

     3.3. Communication of Exclusive Data Collection Partner Status. In the
          -----------------------------------------------------------      
          event that Builder elects to become an Exclusive Data Collection
          Partner, during the Term of this Agreement, Builder shall permit
          HomeBuilder.com to publicly communicate that Builder is an Exclusive
          Data Collection Partner.

     3.4. Communication of Preferred Data Collection Partner Status. In the
          ---------------------------------------------------------
          event that Builder elects to become a Preferred Data Collection
          Partner, during the Term of this Agreement, Builder shall permit
          HomeBuilder.com to publicly communicate that Builder is a Preferred
          Data Collection Partner.

4.   Opportunity to Purchase Shares of HomeStore.com Common Stock.
     ------------------------------------------------------------ 

     4.1. Purchase of Shares. Subject to the terms of this Agreement, Builder
          ------------------
          may make an equity investment in HomeStore.com (including any
          successor entity resulting from a reorganization, recapitalization,
          merger or consolidation transaction to which HomeStore.com is a party
          (a 'Reorganization')) through the purchase of shares of Common Stock
              --------------
          (or, if there is a Reorganization, such class of common stock of the
          resulting entity as the Common Stock is converted into in connection
          with such Reorganization) (such shares purchased by Builder referred
          to as the 'Shares'), and (ii) provided that Builder satisfies the
                     ------
          Subdivision Listing requirements described in Section 5.1 below, the
          Warrant (as defined and described below). Purchaser must purchase
          Shares in units (the 'Units'), each Unit consisting of 5,000 Shares.
                                -----
          The Company may, in its discretion, sell more than one Unit to a
          single Builder, but no Builder shall have the right to purchase more
          than one Unit. Even if a Purchaser purchases more than one Unit,
          Purchaser may only acquire one Warrant (as defined below). The
          offering of the Shares and Warrants shall be made pursuant to the
          Registration Statement. In addition, HomeStore.com may in its
          discretion offer to one or more persons affiliated with Builder the
          opportunity to purchase up to 100 shares (after adjusting for any
          stock split, stock dividend or similar recapitalization transaction
          that may be effected between the date of this Agreement and the
          closing of the IPO) of Common Stock 

                                       3

 
            in the IPO pursuant to a directed share program described in the
            registration statement filed with the SEC related to the IPO.

     4.2.   Timing of Purchase and Procedures. In order for Builder to purchase
            ---------------------------------
            the Shares and the Warrant, Builder must execute and deliver to
            HomeStore.com such agreements and other instruments, which may
            include without limitation a subscription agreement, all in form and
            substance satisfactory to HomeStore.com, as HomeStore.com may
            require in connection with such purchase. Builder must also execute
            and deliver a copy of this Agreement to HomeStore.com and deliver a
            check made payable to 'HomeStore.com, Inc.' in the amount of the
            purchase price described below. Until the Closing, the Company shall
            maintain all funds delivered to it by Purchasers in a separate
            escrow account. The Company shall have no obligation to any Builder
            that does not execute and deliver a copy of this Agreement to the
            Company on or before such date. The closing of the transactions
            contemplated by this Agreement (including purchase of the Units)
            (the 'Closing') shall occur as soon as reasonably practicable, at a
                  -------
            place, and date and time ('Closing Date'), determined by
                                       ------------
            HomeStore.com, after HomeStore.com has received executed copies of
            all required documents from all Builders. HomeStore.com may, in its
            discretion, issue and sell Units to Builders in more than one
            closing.

     4.3.   Purchase Price for Units; Number of Shares. The purchase price for a
            ------------------------------------------
            Unit shall be $82,500 (i.e., $16.50 per Share).

     4.4.   Number of Subdivision and Form of Participation. Builder represents
            -----------------------------------------------
            and warrants to the Company that as of the date of this Agreement,
            Builder is a Qualified Builder. Builder will deliver to the Company
            such evidence of the number of Subdivisions as the Company may
            reasonably request. Builder understands and agrees that the Builder
            Gold Program is open to only one Builder in any group of affiliated
            companies, whether such affiliation is through ownership of one
            another or through common ownership. It is further understood that
            Builder is not entitled to aggregate the Subdivisions of any
            unaffiliated group of Builders for inclusion in the Program.

     4.5.   Effect of Stock Splits, Stock Dividends, etc. Share numbers and per
            --------------------------------------------                       
            share figures in this Agreement give effect to a two-for-one stock
            split of the Common Stock effected earlier this year, but to do not
            give effect to any stock split, stock dividend or similar
            recapitalization transaction that may be effected between the date
            of this Agreement and the closing of the IPO. Unless otherwise
            specifically set forth herein, Share and per share numbers in this
            Agreement (including but not limited to Sections 4 and 5) shall be
            appropriately adjusted for any stock split, stock dividend or
            similar recapitalization transaction.

5.   Warrants. In the event that Builder elects to become an Exclusive Data
     --------                                                              
     Collection Partner by marking Option #1 on the signature page of this
     Agreement, and only in such case, shall the provisions of this Section 5
     apply.

                                       4

 
     5.1. Purchase of Warrants. Upon the Closing, if Builder is a Qualified
          --------------------                                             
          Purchaser, HomeStore.com shall also issue to Purchaser a warrant (the
          'Warrant') granting Purchaser the right to purchase up to 5,000 Shares
           -------                                                              
          of Common Stock (the 'Maximum Warrant Shares'). The exercise price per
                                ----------------------                          
          share shall equal the price to public of the Common Stock sold by
          HomeStore.com in the IPO (without adjustment for any stock split,
          stock dividend or similar recapitalization transaction effected prior
          to the IPO). The number of shares of Common Stock that may be acquired
          by a particular Purchaser upon exercise of the Warrant shall be
          determined in accordance with the following table:




Number of Subdivisions of                        Total Shares Issuable Upon
-------------------------                        --------------------------
Builder as of the Closing Date                   Exercise of Warrant
------------------------------                   -------------------
                                              
100 or more                                      100% of Maximum Warrant Shares

50 to 99                                         5,000 multiplied by the number
                                                 of Subdivisions, divided by
                                                 100. For example, if a Builder
                                                 has 50 Subdivisions,
                                                 5,000x50/100=2,500 shares.

Less than 50                                     None


     5.2. Exercisability of Warrants; Term. The Warrant will not be exercisable
          --------------------------------                                     
          in whole or in part until after the Closing. In addition, the
          exercisability of some or all of the Warrant will be subject to
          additional conditions, as set forth in the Warrant. The Warrant shall
          have a term of three (3) years from the date it is issued and shall
          contain an exercise price equal to the price of the Common Stock sold
          by the Company in the IPO (without adjustment for any stock split,
          stock dividend or similar recapitalization transaction effected prior
          to the IPO).

     5.3. Form of Warrant. The Warrant shall be in such form, and shall contain
          ---------------
          such provisions (not conflicting with the terms described in this
          Agreement), as HomeStore.com may determine.

     5.4. Lock-Up Agreement and Market Stand-Off. Builder agrees that, without 
          --------------------------------------
          the prior written consent of the Morgan Stanley & Co., Incorporated
          (or the then lead managing underwriter(s)) on behalf of the
          underwriters in the IPO, it will not, during the period commencing in
          the date of this Agreement and ending 180 days after the date of the
          final prospectus relating to the IPO (the 'Prospectus'), (1) offer,
                                                     ----------
          pledge, sell, contract to sell, sell any option or contract to
          purchase, purchase any option or contract to sell, grant any option,
          right or warrant to purchase, lend, or otherwise transfer or dispose
          of, directly or indirectly, any shares of Common Stock or any
          securities convertible into or exercisable or 

                                       5

 
          exchangeable for Common Stock or (2) enter into any swap or other
          arrangement that transfers to another, in whole or in part, any of the
          economic consequences of ownership of the Common Stock, whether any
          such transaction described in clause (1) or (2) above is to be settled
          by delivery of Common Stock or such other securities, in cash or
          otherwise. The foregoing sentence shall not apply to (a) transactions
          relating to shares of Common Stock or other securities acquired in
          open market transactions after the completion of the IPO; (b) a bona
          fide gift or gifts, provided that the donee or donees thereof agree in
          writing to be bound by the germs of this Agreement; or (c) a transfer
          to any trust for the benefit of the undersigned or the undersigned's
          immediate family, provided that the trustee of the trust agrees in
          writing, on behalf of the trust, to be bound by the terms of this
          Agreement. Builder acknowledges that the provisions of this paragraph
          are valid and binding notwithstanding any prior agreements relating to
          this matter and further agrees and consents to the entry of stop-
          transfer instructions with the Company's transfer agent against the
          transfer of shares of Common Stock held by Builder except in
          compliance with the terms and conditions of this paragraph.

6.   Representations and Warranties of Builder and HomeStore.com.
     ----------------------------------------------------------- 

     6.1. Builder, HomeBuilder.com, HomeStore.com and RealSelect each represent
          and warrant to the other parties hereto that each of the following
          statements is true and correct:

          6.1.1.  such party has all right, power and authority to enter into
                  and perform its obligations set forth in this Agreement in
                  accordance with its terms;
                  
          6.1.2.  the execution, delivery and performance of this Agreement
                  (and the other agreements contemplated hereby) by such party
                  has been authorized and approved by all necessary corporate
                  or other action of such party;
                  
          6.1.3.  the person executing this Agreement (and the other agreements
                  contemplated hereby) on behalf of such party has the
                  authority and power to execute and deliver the Agreement (and
                  the other agreements contemplated hereby) on behalf of such
                  party; and

          6.1.4.  this Agreement (and the other agreements contemplated hereby)
                  constitutes a valid and legally binding obligation of such
                  party, enforceable against such party in accordance with its
                  terms.

     6.2. Each Builder represents and warrants to the Company that the
          execution, delivery and performance of this Agreement (and all other
          agreements contemplated hereby) by Builder, does not violate, conflict
          with, or require consent under, any federal, state, local or foreign
          judgment, order, statute, rule, regulation or licensing requirements
          (including without limitation those relating to real estate and
          including any rules or regulations of any real estate or home builder
          licensing or other real estate or home builder related body or
          organization), applicable to Builder or its business or any contract
          agreement to which Builder is a party or by which its business is
          bound. Builder also represents, warrants and acknowledges 

                                       6

 
            that its ownership of any Shares or shares acquired upon exercise of
            the Warrant will be subject to, among other instruments, the
            provisions of any subscription agreement relating to Shares, the
            agreement relating to the Warrant, and such other instruments as the
            Company may require in connection with acquisition of such
            securities.

7.   Securities Law Matters. The issuance of any shares of Common Stock, or any
     ----------------------                                                    
     warrants or other securities, to any Purchaser shall be contingent on
     Purchaser's execution of agreements and instruments in form and substance
     reasonably satisfactory to the Company . This Agreement does not constitute
     an offer to sell or solicitation of an offer to buy any shares of Common
     Stock, warrants or other securities in any jurisdiction where it is
     unlawful to make such offer or solicitation, and no grant of warrants or
     issuance of Common Stock, Warrants or other securities, or offer or
     agreement to do any of the foregoing, is made hereby that would be in
     violation of the securities or 'blue sky' laws of any jurisdiction.

8.   Builder Advisory Board. HomeBuilder.com and the Builders will cooperate in
     ----------------------                                                    
     good faith to create an advisory board, with a membership mutually
     satisfactory to HomeBuilder.com and a majority of the Builders that
     participate in national contracts with HomeBuilder.com. The advisory board
     will meet periodically (currently contemplated to be once per quarter) with
     the President of HomeBuilder.com and a representative of NAHB.

9.   National Builder Contract Superseded. If Builder is a party to an existing
     ------------------------------------                                      
     HomeBuilder.com National Builder Contract and the provisions of that
     contract are contradictory or otherwise inconsistent with the terms of this
     Agreement, the terms of this Agreement shall control over the provisions of
     the existing National Builder Contract.

10.  Miscellaneous.
     ------------- 

     10.1.  Governing Law; Consent to Jurisdiction. This Agreement shall be
            --------------------------------------                         
            governed in all respects by the laws of the state of California
            applicable to contracts entered into and performed entirely within
            California. Each party irrevocably consents to the exclusive
            jurisdiction and venue of the state and federal courts located in
            Los Angeles County, California in connection with any action to
            enforce the provisions of this Agreement, to recover damages or
            other relief for breach or default of this Agreement, or otherwise
            arising under or by reason of this Agreement, and agrees that
            service of process in any such action may be effected by the means
            provided in this Agreement for delivery of notices.

     10.2.  Assignment. Neither this Agreement nor any obligation arising
            ----------                                                   
            hereunder may be assigned (voluntarily, by operation of law or
            otherwise), in whole or in part, by Builder without the prior
            written consent of HomeStore.com, which consent shall not be
            unreasonably withheld, except to another Builder already
            participating in the Program (in which case the assignment shall be
            valid after due notice to HomeStore.com), and the assignee (or
            surviving company in a corporate reorganization whether by merger,
            sale of assets or stock purchase) shall, within thirty (30) days of
            such assignment or corporate reorganization, assume and agree 

                                       7

 
            to be bound by all of the terms and conditions of this Agreement.
            Improper assignments are void, and without limiting the foregoing or
            any other remedies, in such event following an attempted improper
            assignment, HomeStore.com can elect within sixty (60) days after
            notice of such improper assignment to cancel unexercised warrants
            and to repurchase the Shares (and shares acquired upon exercise of
            warrants) at their original purchase price. If HomeStore.com so
            elects, HomeStore.com shall deliver a repurchase notice and Builder
            shall promptly deliver to HomeStore.com any stock certificates and
            warrants of HomeStore.com which are then held by Builder, together
            with such stock assignments or other instruments of transfer as
            HomeStore.com may request. Promptly after receipt of the required
            documents, HomeStore.com shall deliver the repurchase price to
            Builder by means of either a check (or wire transfer of funds) or by
            promissory note in commercially reasonable form payable in equal
            monthly installments of principal and interest over thirty six (36)
            months (prepayable at any time without penalty) and with interest at
            the rate of two percentage points over the prime rate announced by
            Citibank, N.A., in effect on the date of the repurchase.
            HomeStore.com and RealSelect may assign this Agreement without the
            consent of the Builders.

     10.3.  Successors and Assigns. This Agreement shall be binding upon, and
            ----------------------                                           
            inure to the benefit, the parties and their respective successors
            and permitted assigns, subject to paragraph 10.2 above.

     10.4.  Entire Agreement. This Agreement sets forth the entire agreement
            ----------------                                                
            between the parties with respect to the subject matter hereof and
            supersedes all prior or contemporaneous understandings,
            communications or agreements, whether written or oral, regarding
            such subject matter.

     10.5.  Amendment. Any provision of this Agreement may be amended, waived or
            ---------                                                           
            modified, either retroactively or prospectively, only by a written
            instrument signed by HomeStore.com and a majority of the signing
            Builders (provided that such amendment, waiver or modification does
            not discriminate against one or more signing Builders in a manner
            different from other signing Builders). Any such amendment shall be
            binding on all parties hereto.

     10.6.  Notices. All notices or other communications given under this
            -------                                                      
            Agreement shall be in writing and shall be delivered in person, by
            first class mail, by national overnight courier service, or
            facsimile, addressed as follows:

               If to Builder:

               To the address for the Builder set forth on the signature page
               hereto.

               If to HomeStore.com, Inc.:

               225 West Hillcrest Drive, Suite 100
               Thousand Oaks, CA  91360
               Attn: General Counsel

                                       8

 
               Telephone: (805) 557-2300
               Facsimile:  (805) 557-2680

          Either party may change its address or addressee for the purpose of
          this Agreement by notice. Notices or other communications shall be
          deemed given or delivered upon receipt if delivered in person, four
          (4) days after deposit in the mails, one (1) business day after
          deposit with a reputable overnight courier service, or one (1)
          business day after transmission if delivered by facsimile with
          confirmation of receipt.

   10.7.  Waiver. No waiver by either party of any breach or default by any
          ------                                                           
          other shall be deemed a waiver of any other breach or default.

   10.8.  Severability. If any term or other provision of this Agreement is
          ------------                                                     
          invalid, illegal or incapable of being enforced by any rule of law, or
          public policy, all other conditions and provisions of this Agreement
          shall nevertheless remain in full force and effect so long as the
          economic or legal substance of the transactions contemplated hereby
          are not affected in any manner materially adverse to any party. Upon
          such determination that any term or other provision is invalid,
          illegal or incapable of being enforced, the parties shall negotiate in
          good faith to modify this Agreement so as to effect the original
          intent of the parties as closely as possible in a mutually acceptable
          manner in order that the transactions be consummated as originally
          contemplated to the fullest extent possible.

   10.9.  Survival. If this Agreement is terminated for any reason, including
          --------                                                           
          without limitation termination because of the expiration of the Term,
          Sections 5, 6 and 7 shall survive termination of this Agreement.

   10.10. Counterparts. This Agreement may be executed in any number of
          ------------                                                 
          counterparts, all of which shall be considered one and the same
          agreement and shall become effective when one or more counterparts
          have been signed by both parties and delivered to the other party.


               [Remainder of this page intentionally left blank]

                                       9

 
   10.11  Election of Option by Builder. Builder, after reviewing the effect
          -----------------------------                                     
of each option, elects the following option:

                (Builder to check one)

          Option #1: _____    (To Become an Exclusive Data Collection Partner)

          Option #2: _____   (To Become a Preferred Data Collection Partner)

This Agreement does not constitute an offer to sell or solicitation of an offer
to buy any Warrants or Common Stock in any jurisdiction where it is unlawful to
make such an offer or solicitation, and no grant of Warrants or issuance of
Common Stock is made hereby that is in violation of the securities or 'blue sky'
laws of any jurisdiction.

   IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first written above.

REALSELECT, INC.                      HOMESTORE.COM, INC.


By: ____________________________      By: ____________________________ 
                                                                      
Name: __________________________      Name: __________________________
                                                                      
Title: _________________________      Title: _________________________ 



 
 

                                      NATIONAL NEW HOMES, INC.,
                                      dba HOMEBUILDER.COM


                                      By: ____________________________ 
                                                                      
                                      Name: __________________________
                                                                      
                                      Title: _________________________ 

                                       10

 
BUILDER


Name: __________________________    Address:_______________________
      Typed Name of Builder
                                    _______________________________

                                    _______________________________
By: ____________________________    Telephone:_____________________
Title: _________________________    Facsimile:_____________________

                  [COUNTERPART SIGNATURE PAGE TO BUILDER GOLD
                               PROGRAM AGREEMENT]

                                       11

 
                                   Exhibit A

                  BUILDER GOLD NATIONAL ADVERTISING AGREEMENT

This National Advertising Agreement ('Agreement') is by and between National New
Homes Co., Inc ('NNH'), dba HomeBuilder.com, a Delaware corporation and a
subsidiary of HomeStore.com having its principle place of business in Dallas,
Dallas County, Texas, and 'Builder' as set forth below:

Builder (legal): _____________________________________________

Builder DBA:

Builder Address _________________________________________ Suite ______

City____________________________ State ___ Zip _____________

Phone (_____) ________________________  Fax (_____) ________________________

Billing Contact: _________________________e-mail: _____________________________



     RECITALS

     A.  WHEREAS, NNH is in the business of collecting new home construction
     information in markets throughout the United States; and

     B.  WHEREAS, NNH owns and operates Internet sites at the URL addresses
     HomeBuilder.com, NewHomeSearch.com, NewHomeResearch.com and
     NewHomeAgents.com; and

     C.  WHEREAS, NNH distributes new home construction information through the
     NNH Consumer Internet Distribution Channels and the NNH Realtor
     Distribution Channels; and

     D.  WHEREAS, Builder desires to have NNH collect, database and advertise
     Builder's new home construction information through the NNH Distribution
     Channels.


NOW, THEREFORE, for and in consideration of the foregoing recitals, the
covenants and agreements set forth hereinafter, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:

1.   Definitions. As used in this Agreement, the following terms will have the
     -----------                                                              
meanings set forth below:

     'Builder' means the entity as set forth as Builder above and includes all
     entities in the new home construction business that are owned or controlled
     by the Builder.

     'Builder On-Line Updating' means that certain program that allows Builder
     to update its Current Inventory Data and Solds Data on the Internet using
     any browser.

     'Current Inventory Data' means (i) any and all information regarding the
     availability of models, spec inventory and plan offerings within a
     subdivision including but not limited to base plan lists, price lists, lot
     inventory, base descriptions of homes such as bedrooms, baths and square
     footages and other home amenities, (ii) the copyrighted and/or non-
     copyrighted architectural plans and/or renderings of homes including
     photographs of such homes, and (iii) the subdivision information including
     the marketing name of the subdivision, the contact names and contact
     numbers.

 
     'National Listing Site' means any Internet site that aggregates and/or
     displays Current Inventory Data and/or residential real estate listings
     from more than one Metropolitan Statistical Area (US Census Bureau
     designation) whether accessed at a single URL or at a URL that then links
     to multiple URLs where such Current Inventory Data is then available.

     'NNH Consumer Internet Distribution Channels' means the Internet sites and
     other media owned and operated by NNH including but not limited to
     HomeBuilder.com, the official new homes site of the National Association of
     Home Builders ('NAHB'), NewHomeSearch.com and other third-party sites where
     NNH Text Data and Plans are advertised primarily to the consumer.

     'NNH Markets' means markets within the U.S. where NNH offers its services.

     'NNH Housing Research Reports' means compilations of the data NNH collects
     into reports, which are then distributed, on the Internet at
     NewHomeResearch.com.

     'NNH Realtor Distribution Channels' means those certain distribution
     products advertised primarily to the Realtors in certain markets; such
     products include the New Home Directory and/or the Internet site at the URL
     address NewHomeAgents.com.

     'NNH Distribution Channels' means both NNH Consumer Internet Distribution
     Channels and NNH Realtor Distribution Channels, cumulatively.

2.   Responsibilities of NNH.
     ----------------------- 

     A.   Data Collection. NNH shall collect Builder's Current Inventory Data
          from Builder's on-site salespersons or Builder's corporate office
          (Builder's choice) on a periodic updating basis in all markets where
          Builder builds.

     B.   On-Line Updating by Builder. If Builder so chooses, Builder may
          participate in Builder On-Line Updating where NNH shall give Builder a
          password and access to a secure Internet program that will allow
          Builder to make changes to Builder's Current Inventory Data, Solds
          Data and Traffic data on a daily basis. This shall not replace the NNH
          periodic updating as set forth in 2 (A).

     C.   Builder Name Link Including Data Link. NNH shall provide a hyperlink
          from Builder's name on the NNH electronic Distribution Channels
          ('Builder Name Link') to the home page of Builder's web site and
          provide the inventory links (including individual search engines) to
          Builder to allow Builder to display framed inventory data on Builder's
          web site. Builder's web site address is:

          URL: HTTP://__________________________________________________________

     D.   NNH Construction of Builder's Web Site. NNH provides web development
          services for builders. If Builder so desires, NNH shall build, house
          and maintain a web site custom designed for Builder. If Builder
          chooses this option, please check the 'Yes' box that follows and
          initial. The specifications and cost for the construction and on-going
          maintenance of such web site shall be set forth in detail on the
          attached Schedule B and such fees shall become a part of this
          Agreement as if set forth herein verbatim.

          Builder desires that NNH build, house and maintain a custom web site
          for Builder:

               _________  YES    (See Schedule B for detail)


               _________  NO

     E.   Consumer Advertising Distribution. NNH shall advertise Builder's
          Current Inventory Data in all NNH Consumer Internet Distribution
          Channels.

     F.   Realtor Advertising Distribution. Builder's Current Inventory Data
          shall be advertised in all NNH Realtor Distribution Channels (not
          available in all markets).

                                       2

 
     G.   Tracking Reports. NNH shall furnish to builder one (1) NNH Tracking
          Report for each of Builder's markets including three (3) national
          reports at a minimum of once each calendar quarter.

     H.   Housing Research Reports. NNH shall furnish to Builder at no
          additional cost the basic NNH Housing Research Reports for each market
          where NNH offers such products.

2.   Fees.
     ---- 

     A.   Basic Service Fees.  Builder shall pay to NNH the greater of $125.00
          per month or the then-going published rate per active subdivision
          ('Basic Service Fee') in markets where both NNH Consumer Internet
          Distribution Channels and NNH Realtor Distribution Channels are
          available. Builder agrees to list all subdivisions and its models,
          spec inventory and plan inventory in all markets where Builder is an
          active builder.

          (i.)   Basic Service Fee Adjustments. NNH adjusts its Basic Service
                 Fees annually on a market by market basis to be effective on
                 January 1 of each year. NHN agrees to notify Builder of the
                 adjusted rate for the upcoming year for each market applicable
                 to Builder no later than October 1 of the preceding year. If
                 Builder receives no notification, the then current year's Basic
                 Service Fee shall apply for the upcoming year.

          (ii.)  Most Favored Basic Service Fees.  NHN agrees to give Builder
                 most favored Basic Service Fees that shall be no more than the
                 lowest Basic Service Fees afforded like builders within a
                 market.

          (iii.) Internet-Only Markets.  In markets where only NNH Consumer
                 Internet Distribution Channels are available, Builder shall
                 initially pay $75.00 per month per active subdivision.

          (iv.)  Setup Fees.  Set up fees for each new subdivision entering the
                 system shall be at the rate of $125.00 per subdivision.

     B.   Builder Markets and Associated Fees. The markets where Builder builds
          and the associated initial Basic Service Fees are set forth on the
          attached Schedule A.

     C.   Builder Name Link. Builder shall pay $250.00 per month per market for
          a Builder Name Link.

     D.   Fees for different phases of the same subdivision. When subdivisions
          are closing-out of one phase and moving into a new phase, NNH treats
          it as one subdivision if the same plans are offered and at the same
                                ---------------------------------------------
          price in the new phase as in the closing-out phase. If Builder offers
          --------------------------------------------------                   
          different plans in the new phase or if the prices for the same plans
          are different, the subdivision must be advertised and billed as two
          separate subdivisions, i.e. Phase I and Phase II.

     E.   Close-outs. When a volume subdivision is at the stage of close-out
          where only spec homes are offered, all plans have been removed from
                -------------------------------------------------------------
          the subdivision and there are less than three lots available, NNH will
          ------------------------------------------------------------          
          charge Builder the lesser of $15.00 per spec per month advertised or
          the basic service fee, as set forth in 3 (A), whichever is less. This
          reduces the cost on subdivisions as they are closed out. If Builder
          desires to advertise all plans as being available in a close out
                                   -----                                  
          subdivision, the full Basic Service Fee will apply.

     F.   Consumer Markets vs. Realtor Markets. NNH shall notify Builder that a
          market will be converted from a consumer Internet-only market to a
          market where both NNH Consumer Distribution Channels and NNH Realtor
          Distribution Channels will be available. Builder will be billed at the
          new rate ninety (90) days after such notification.

G.   National Discount. In the event, and only in the event, that Builder elects
     to become an Exclusive Data Collection Partner by marking Option #1 on the
     signature page to the 

                                       3

 
     HomeBuilder.com Builder Gold Program Agreement to which this Agreement is
     attached as Exhibit A, Builder shall receive a ten percent (10%) discount
     on all products and services purchased from NNH in all markets. Existing
     contracts executed before the Effective Date of this Agreement shall not
     apply.

2.  Billing. Billing is on a MONTHLY basis. Terms are net 15. Builder will be
    -------                  -------                                         
billed for the number of subdivisions advertised in the system on the twentieth
day of each month for the next month. New subdivision set up fees will be billed
as they occur and will be included with the next monthly bill. The billing is
computer calculated based on the information furnished to NNH by Builder.
Corrections given to NNH on or before the twentieth of the month will be
credited. After the twentieth, no credit will be given for the then current
month's billing. Any amounts not paid by the due date shall be deemed past due
and shall bear interest at the rate of eighteen percent (18%) per annum. The
obligation to pay such fees shall constitute an independent covenant and shall
not be subject to cancellation, offset, abatement or reduction.

3.  Term and Renewal. The 'Initial Term' of this Agreement shall be for thirty-
    ----------------                                                          
six (36) months beginning on the 'Effective Date' as set forth on the Signature
Page below. At the end of the Initial Term, this Agreement shall automatically
renew for an additional one (1) year 'Renewal Term' and from year to year unless
terminated in writing by either party thirty (30) days prior to expiration of
the then current Term or applicable Renewal Term. The terms and conditions of
the Renewal Term(s) shall be the same as set forth herein.

4.  Intellectual Property Rights. All Current Inventory Data NNH collects and
    ----------------------------                                             
processes is the property of, and is deemed to be owned by, NNH. This shall not
include copyrighted architectural plans and/or renderings of Builder's homes or
photographs of such homes to the extent such ownership and/or copyright existed
before delivery to NNH. Builder acknowledges that NNH shall have the unlimited
right to distribute such Plans in electronic format in the NNH Distribution
Channels and in the NNH Market Research Reports and understands such Plans shall
be available for printing from the electronic source by the users of the NNH
Distribution Channels including the NNH Housing Research Reports.

5.  Limitation of Liability. In no event shall Builder or NNH be liable to each
    -----------------------                                                    
other for any lost profits or other damages, including direct, indirect,
incidental, special, consequential or any other type of damages, arising out of
errors or omissions in Text Data or Plans displayed in the NNH Distribution
Channels. NNH agrees to place an 'Information Disclaimer' on its web sites and
other media. Such Information Disclaimer shall state that the information is
deemed reliable but not guaranteed and must be independently verified.

6.  No warranty. All goods or services provided by NNH are provided 'AS IS'
    -----------                                                            
without warranty of any kind, express or implied, including, but not limited to,
warranties of performance or merchantability or fitness for a particular
purpose. NNH retains the right to change the appearance and placement of the
advertising positions and listings on the NNH Distribution Channels and to
refuse any advertising it deems inappropriate.

7.  Indemnity. Each party will defend, indemnify, save and hold harmless the
    ---------                                                               
other party and the officers, directors, agents, affiliates, distributors and
employees of the other party from any and all third party claims, demands,
liabilities, costs or expenses, including reasonable outside and in-house
attorneys' fees ('Liabilities'), resulting from the indemnifying party's
material breach of any obligation, duty, representation or warranty of this
Agreement , except where Liabilities result from the gross negligence or knowing
and willful misconduct of the other party. Each party agrees to (i) promptly
notify the other party in writing of an indemnifiable claim and give the other
party the opportunity to defend or negotiate a settlement of any such claim at
such other party's expense and (ii) cooperate fully with the other party, at
that other party's expense, in defending or settling the claim.

8. Builder Obligations. In the event that Builder elects to become an Exclusive
   ---------------------                                                       
   Data Collection Partner by marking Option #1 on the signature page of this
   Agreement, and only in such case, 

                                       4

 
   shall the provisions of this Section 8.1, 8.2 and 8.3 apply. In the event
   that Builder elects to become a Preferred Data Collection Partner by marking
   Option #2 on the signature page of this Agreement, and only in such case,
   shall the provisions of this Section 8.4 apply.
 
   8.1. Data Collection. In the event that Builder elects to become an Exclusive
        ---------------                                                         
        Data Collection Partner, during the first year of this Agreement,
        Builder will use all reasonable efforts to cause its employees and
        agents to provide Builder's Current Inventory Data on an exclusive basis
        to HomeBuilder.com and will not, directly or indirectly, allow any
        person or entity, to collect or aggregate its Current Inventory Data
        ('Third-Party Collectors') where the data is then displayed on a
          ----------------------
        National Listings Site. The foregoing sentence shall not preclude
        Builder from collecting and/or displaying Builder's Current Inventory
        Data on its own Internet site nor for the purpose of posting such data
        on Realtor MLS systems nor shall it preclude Builder from placing
        Internet Display Advertising on any site worldwide.
        
   8.2. Procedures for Notification of Third-Party Collectors. In the event that
        -----------------------------------------------------                   
        Builder elects to become an Exclusive Data Collection Partner, during
        the first year of this Agreement, Builder and HomeBuilder.com agree to
        use reasonable efforts to work together to notify Third-Party Collectors
        and/or National Listing Sites of HomeBuilder.com's exclusivity as set
        forth above. During the first year of this Agreement, Builder gives
        HomeBuilder.com the right to send notification to such companies on its
        behalf using the 'Notification Letter' attached as Schedule C to the
        Builder Gold - National Advertising Agreement attached hereto as Exhibit
        A and Builder agrees to work with HomeBuilder.com to use reasonable
        commercial efforts to enforce the requests made of such Third-Party
        Collectors as outlined in the Notification Letter.
 
   8.3. Communication of Exclusive Data Collection Partner Status. In the event
        -----------------------------------------------------------            
        that Builder elects to become an Exclusive Data Collection Partner,
        during the Term of this Agreement, Builder shall permit HomeBuilder.com
        to publicly communicate that Builder is an Exclusive Data Collection
        Partner.
 
   8.4. Communication of Preferred Data Collection Partner Status. In the event
        -----------------------------------------------------------            
        that Builder elects to become a Preferred Data Collection Partner,
        during the Term of this Agreement, Builder shall permit HomeBuilder.com
        to publicly communicate that Builder is a Preferred Data Collection
        Partner.


9. General Terms and Conditions.
   ---------------------------- 

   A.   Acknowledgment. The parties acknowledge and represent that they have
        carefully read this Agreement and have had an opportunity to have the
        terms of the Agreement explained to them by their attorneys, that they
        understand the same and have executed the same, voluntarily and upon
        their own best judgment.
   
   B.   Agreement Effective. This Agreement shall become effective only upon
        the execution of this Agreement by each party or person whose
        signature is designated above.
   
   C.   Amendment. No change or modification of this Agreement shall be valid
        unless the same shall be in writing and signed by all parties hereto.
   
   D.   Assignment. Neither party shall assign this Agreement or any right,
        interest or benefit under this Agreement without the prior written
        consent of the other party, provided, however, that either party may
        assign this Agreement to its affiliates or to a successor in 

                                       5

 
          a reorganization or restructuring of the group of entities to which
          such party belongs without the consent of the other party. Subject to
          the foregoing, this Agreement shall be fully binding upon, inure to
          the benefit of and be enforceable by the Parties hereto and their
          respective successors and assigns.

     E.   Authority. Each person executing this Agreement on behalf of any
          corporation, partnership or other entity hereby acknowledges,
          represents and warrants that such person has full and complete
          authority to execute this Agreement on behalf of such corporation,
          partnership or other entity as its act and deed.

     F.   Counterparts. This Agreement may be executed in any number of
          counterparts, each of which shall be deemed an original, but all of
          which together shall constitute a single document.

     G.   Entire Agreement. This Agreement contains the entire understanding
          between and among the parties hereto, and there are no
          representations, agreements, arrangements, or understandings, whether
          oral or written, between or among the parties hereto, relating to the
          subject matter of this Agreement, which are not fully expressed
          herein.

     H.   Further Assurances. Each party hereto agrees to perform any further
          act and execute and deliver any further document which may be
          reasonably necessary to carry out the terms and provisions of this
          Agreement.

     I.   Governing Law. This Agreement has been executed in and shall be
          governed by the laws of the State of Texas, without reference to
          conflicts of law principles. For any disputes arising out of this
          Agreement, the parties irrevocably consent to the personal and
          exclusive jurisdiction of, and venue in, the state or federal courts
          within the State of Texas.

     J.   Notices. All notices called for or required by this Agreement shall be
          in writing and shall be deemed to have been delivered, whether
          received or not, when placed in the United States mail, certified,
          return receipt requested, postage prepaid, addressed to the respective
          parties at the addresses set forth with their signatures below, or at
          such other addresses as any party may hereafter designate by written
          notice delivered in accordance with the terms and provisions of this
          paragraph:


     If to Builder:                        If to NNH:


     ____________________________________  General Counsel
     ____________________________________  National New Homes Co., Inc.
     ____________________________________  17120 North Dallas Parkway
     ____________________________________  Suite 175
     ____________________________________  Dallas, TX 75248

     K.   Severability. In the event any of the provisions, or portions thereof,
          of this Agreement are held to be unenforceable or invalid by any Court
          of competent jurisdiction, the validity and unenforceability of the
          remaining provisions, or portions thereof, shall not be affected
          thereby.

     L.   Independent Contractor. The relationship of Builder and NNH
          established by this Agreement is that of independent contractors, and
          nothing contained in this Agreement will be construed to (i) give
          either party the power to direct and control the day-to-day activities
          of the other, (ii) constitute the parties as partners, joint
          venturers, co-owners or otherwise as participants in a joint
          undertaking, or (iii) allow either party to create or 

                                       6

 
          assume obligations on behalf of the other for any purpose whatsoever.
          All financial and other obligations with a party's business are the
          sole responsibility of that party.

     M.   Modification; Waiver. No modification of or amendment to this
          Agreement, nor any waiver of any rights under this Agreement, will be
          effective unless in writing signed by the party to be charged, and the
          waiver of any breach or default will not constitute a waiver of any
          other right hereunder or any subsequent breach or default.

     N.        Force Majeure. Nonperformance of either party will be excused to
          the extent that performance is rendered impossible by storm, lockout
          or other labor trouble, riot, war, rebellion, strike, fire,
          earthquake, accident or other act of God, governmental acts, orders or
          restrictions, or any other reason where failure to perform is beyond
          the control and not caused by the gross negligence or knowing and
          willful misconduct of the non-performing party.

     O.        Termination. This Agreement will terminate, (i) upon the
          institution by or against either party of insolvency, receivership or
          bankruptcy proceeding or any proceedings for the settlement of the
          party*s debts; (ii) upon either party*s making an assignment of
          substantially all of its assets for the benefit of creditors; (iii)
          upon either party*s dissolution or cessation of business; (iv) in the
          event a party materially breaches any material term, condition or
          representation of this Agreement or materially fails to perform any of
          its material obligations or undertaking hereunder, and fails to remedy
          such default within thirty (30) days after being notified in writing
          by the non-breaching party of such breach or failure.

     P.        Special Conditions: (none - if there are special conditions,
          strike this and enter below)

                                       7

 
                                 SIGNATURE PAGE

                                        

IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates set
forth below, to be effective as of the ______ day of ____________________, 1999.



                                         NATIONAL NEW HOME CO., INC.

Date Executed:    _________, 1999        By: __________________________________

                                         Title: _______________________________


                                         BUILDER
  


Date Executed:    ____________, 1999     By: __________________________________

                                         Title: _______________________________


                                       8

 
                                   Schedule A

            Applicable Builder Markets / Initial Basic Service Fees



                                       9

 
                                   Schedule B

                   Custom Web Site Detail and Specifications



                                      10

 
                                   Schedule C

                           Sample Notification Letter

Date


To:    Company - 'Third-Party Collector and/or National Listing Site'

From:  NNH and Builder

Re:    Notification


To whom it may concern,

This letter is to serve as notification for Company to cease and desist from
collecting [Builder's] current inventory information and/or displaying such
information on [National Listing Site]. [Builder] has retained HomeBuilder.com
as its preferred data collection partner for the collection and distribution of
its current inventory data on the Internet.


HomeBuilder.com


_____________________________________

By its President

Phone contact # _____________________



[Builder]


_____________________________________

By its ______________________________

Phone contact # _____________________


                                      11