{"id":43384,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/domain-name-assignment-agreement-first-mortgage-network-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"domain-name-assignment-agreement-first-mortgage-network-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/domain-name-assignment-agreement-first-mortgage-network-inc.html","title":{"rendered":"Domain Name Assignment Agreement &#8211; First Mortgage Network Inc. and Credit.com LLC"},"content":{"rendered":"<pre>\n                        Domain Name Assignment Agreement\n\nThis Domain Name Assignment Agreement is made this 1st day of January, 1999\n(\"the Agreement\"), by and between First Mortgage Network, Inc., a Florida\nCorporation, located at 8751 Broward Boulevard, Plantation, Florida 33324,\nhereinafter (\"PURCHASER\"), and Credit.Com. LLC. a California limited liability\ncompany, located at 87 Stillman Street, San Francisco, California 94107,\nhereinafter (\"SELLER\").\n\n                                    RECITALS\n\nSELLER hereby agrees to sell, transfer and assign, and PURCHASER hereby agrees\nto purchase the domain name www.mortgage.com (the \"Domain Name\") subject to the\nterms and conditions of this Agreement.\n\n                                    AGREEMENT\n\nThe parties agree as follows:\n\n1. Domain, Name Assignment Agreement.\n\n     1.a  Assignment of Domain Name. For good and valuable consideration,\n          payable at Closing as more particularly described herein SELLER hereby\n          agrees to transfer and assign to PURCHASER at the Closing all of\n          SELLER'S right, title and interest in and to the Domain Name\n          \"www.mortgage.com\" and the registration thereof, together with the\n          goodwill of the business connected with and symbolized by such Domain\n          Name, including the trademark and the service mark \"mortgage.com\" and\n          any intellectual property rights relating thereto, to the extent any\n          such trademark, service mark, or intellectual property rights exist.\n          The transfer and the assignment shall take effect at the Closing as\n          set forth herein upon PURCHASER'S making the payments provided for in\n          Sections 4a and 4b.\n\n     1.b  Cooperation in Transferring Domain Name. SELLER agrees to cooperate\n          with PURCHASER and to follow PURCHASER'S reasonable instructions in\n          order to effectuate the transfer of the Domain Name registration in a\n          timely manner. Specifically, at the Closing SELLER agrees to prepare\n          and transmit the necessary InterNic Registrant Name Change Agreement\n          (RNCA) and or to correspond with InterNic to authorize transfer of the\n          Domain Name, effective as of the Closing Date as hereinafter defined.\n\n     1.c  Warranty. SELLER warrants and represents that it has unencumbered\n          rights in the Domain Name, that SELLER property registered the Domain\n          Name with InterNic without committing fraud or misrepresentation, that\n          SELLER has the authority to transfer the Domain Name, and, that to the\n          best of SELLER'S knowledge, the Domain Name does not infringe the\n          rights of any third party.\n\n     1.d  Other Foreign Language Versions. The parties hereto agree that if\n          either party acquires rights to other URL's which are foreign language\n          versions of mortgage.com, that the acquiring party shall be required\n          to link such URLs directly to mortgage.com for as long as this\n          Agreement is in effect.\n\n2. Obligations of SELLER.\n\n     SELLER agrees to provide PURCHASER the following during the term of this\nAgreement:\n\n     2.a  SELLER shall provide PURCHASER with a text URL link at a Premium\n          Location (as defined below), on SELLER'S home page, www.credit.com,\n          for and to the web site www.mortgage.com. (Premium location is defined\n          herein as \"above the screen cutoff line - i.e., the viewable page area\n          without scrolling on a typical computer screen\").\n\n\n\n\n\n          Directly underneath such link, SELLER shall provide a web site\n          description of mortgage.com the content of which shall be provided by\n          SELLER.\n\n     2.b  SELLER shall provide PURCHASER with promotional space (445x56 pixels\n          in size) which will include a banner advertisement for\n          www.mortgage.com within the Mortgage Directory of the 4credit.com web\n          site located within the Credit.ComNetwork, (the \"Network\") and hyper\n          text markup language (HTML) which will allow visitors to hyperlink to\n          PURCHASER'S homepage www.mortgage.com.\n\n     2.c  SELLER shall conduct via its Network member sign in interface, for a\n          period of two years, two customer surveys for each such year. Each\n          survey shall consist of no more, than 10 questions. The content of\n          each survey shall be subject to the SELLER'S reasonable approval.\n\n     2.d  SELLER shall promote via an email campaign, PURCHASER'S upsell offers\n          to SELLER'S member database twice per year for a term of two years.\n          The content of each such email campaign and the PURCHASER'S upsell\n          offers shall be subject to the SELLER'S reasonable approval.\n\n     2.e  As may be mutually agreed between the parties, SELLER may (i) offer\n          and PURCHASER may accept any vacant or remnant banner advertisement\n          space or special links throughout the Network free of charge to\n          PURCHASER, (ii) provide imbedded links to www.mortgage.com in contexts\n          wherever the subject matter references mortgage companies and mortgage\n          lending on the Network. This linking strategy shall be performed on a\n          goodwill basis and shall be discussed as an ongoing strategic\n          component between both parties.\n\n3. Obligations of PURCHASER.\n\nPURCHASER shall provide SELLER the following during the term of this Agreement:\n\n     3.a  PURCHASER shall provide SELLER with non-hyperlink promotional space\n          (110x110 pixels in size), located in a Premium Location as described\n          and defined in Paragraph 2a above on the mortgage.com homepage\n          designating mortgage.com as a member of the Credit.Com Network.\n\n\n     3.b  PURCHASER shall host and provide support for the SELLER'S Network\n          members Common Gateway Interfaces \"CGI's\" and \"cookies\".\n\n     3.c  PURCHASER shall provide SELLER with promotional space (480x60 pixels\n          in size) which shall include a banner advertisement and the hyper text\n          markup language (HTML) provided by SELLER which shall include the HTML\n          code\n          A HREF=\"http:\/\/www.credit.com\/cgi-bin\/redir\/site=FMN\n          \/?http:\/\/www.credit.com\/\"&gt; IMG SRC=\"http:\/\/www.credit.com\/ads\/images\n          \/frm_banner.gif\"&gt; \/A \n          and which will allow visitors to hyperlink to\n          SELLER'S home page, www.credit.com, in a Premium Location as described\n          and defined in Paragraph 2a above, on the final page displayed to\n          visitors who have completed the mortgage loan application process on\n          www.mortgage.com.\n\n     3.d  PURCHASER agrees to replace, and PURCHASER agrees to cause its\n          affiliates (as defined in Rule 144 promulgated under the Securities\n          Act of 1933, as amended) (\"Affiliates\"), to replace PURCHASER'S\n          www.loanshop.com web site with www.mortgage.com at all web sites\n          currently using the loanshop brand, or to point those URLs directly\n          (no redirects) at mortgage.com. This provision shall include all multi\n          lender sites owned, operated and\/or branded by PURCHASER or any of its\n          Affiliate entities.\n\n\n                                       2\n\n\n\n\n\n     3.e  PURCHASER shall be responsible for the cost and execution of all\n          marketing and sales activities to promote. the mortgage.com brand.\n          PURCHASER shall have complete responsibility for, and control over,\n          the development of the mortgage.com site. PURCHASER shall work with a\n          person designated by SELLER (initially, Todd Meagher) on the\n          implementation of cookies and CGI's.\n\n     3.f  PURCHASER on behalf of itself and its Affiliates agrees that it shall\n          make www.mortgage.com its exclusive online owned, operated and\/or\n          branded web site covering all areas of direct to consumer mortgage\n          lending, thereby replacing www.loanshop.com which is currently\n          PURCHASER'S web site for that purpose, and customlending.com which was\n          to be PURCHASER'S subprime internet mortgage lending web site.\n\n     3.g  PURCHASER shall have the sole right to use an alternative domain name\n          other than mortgage.com or add other PURCHASER owned and branded web\n          sites to mortgage.com, subject to the provisions of this Agreement,\n          including without limitation, the provisions of paragraphs 4.c. and\n          4.d. herein.\n\n     3.h  It is acknowledged and agreed by the parties hereto that (i) SELLER\n          shall not be entitled to any payments under this Agreement as a result\n          of fees earned by PURCHASER from loan services performed by PURCHASER\n          so long as such loans are originated by third parties that are not\n          PURCHASER, Affiliates of PURCHASER or their respective Affiliates; and\n          (ii) SELLER is not entitled to any fees generated from third party web\n          sites created by PURCHASER if those third party web sites are owned by\n          persons or entities that are not PURCHASER, Affiliates of PURCHASER,\n          or their respective Affiliates, including without limitation, (a) web\n          sites that are owned by third party clients (that are not Affiliates\n          of PURCHASER or PURCHASER'S Affiliates) which are operated on an\n          outsource or vanity label basis by PURCHASER, (b) any back office\n          outsourcing contracts, such as for Quickenmortgage lenders for whom\n          PURCHASER is the outsource provider and where the site is owned by the\n          third party client (that is not an Affiliate of PURCHASER or\n          PURCHASER'S Affiliates) and operated in the name of the third party\n          client, and (c) PURCHASER'S web site www.onlinecap.com (so long as\n          this PURCHASER broker referral service is a lead generation service\n          that requires face to face loan officer assistance) and any third\n          party business acquired in the future by PURCHASER that does not have\n          representation on or links from mortgage.com.\n\n     3.i  PURCHASER covenants and agrees that during the term of this Agreement\n          PURCHASER shall cause the re-registration of the Domain Name with\n          InterNic: (or any successor organization) for the mutual benefit of\n          the parties hereto and the PURCHASER shall file all necessary renewals\n          for the Domain Name. If PURCHASER fails to file any required\n          application, registration, renewal or amendment necessary to preserve\n          the registration of the Domain Name with InterNic (or any successor\n          organization), or if at anytime PURCHASER shall fail to perform its\n          obligations set forth in the immediately preceding sentence then\n          PURCHASER shall promptly pay within three (3) business days of such\n          breach to SELLER the Default Amount as defined below in immediately\n          available funds. For purposes of this Agreement, the term \"Default\n          Amount\" means the dollar amount equal to the difference between (x)\n          one million eight hundred thousand dollars ($1,800,000) and (y) the\n          aggregate amount of payments made to SELLER pursuant to Paragraphs 4c\n          and 4d above plus the Present Value of the Receivables converted under\n          Section 4.e.\n\n\n\n                                       3\n\n\n\n\n4. Purchase Price.\n\nPURCHASER agrees to pay SELLER as follows:\n\n     4.a  At Closing, PURCHASER shall issue Twenty Thousand (20,000) shares\n          (collectively, the \"Shares\") of its Common Stock, $0.01 par value per\n          share (the \"Common Stock\"), to SELLER, representing approximately\n          0.28% of the issued and outstanding capital stock of PURCHASER as\n          consideration hereunder. Subject to the rights of first refusal\n          granted to signatories of the Series B Preferred Stock Purchase\n          Agreement dated March 29, 1996, as amended, among PURCHASER and such\n          signatories, SELLER shall have preemptive rights (as governed by the\n          principles set forth in Section 607.0630(2). Florida Statutes) prior\n          to an initial public offering.\n\n\n          In connection with the issuance of the Shares of Common Stock, SELLER\n          represents, and warrants that (i) it is an \"accredited investor\"\n          (within the meaning of Regulation D of the Securities Act of 1933, as\n          amended (the \"Act\"); (ii) it is aware that such Common Stock will be\n          \"restricted securities\" subject to transfer restriction, and will not\n          be registered under the Securities Act of 1933, as amended; (iii) such\n          Common Stock is being acquired solely for SELLER'S own account for\n          investment and is not being purchased for resale, fractionalization or\n          distribution; and (iv) it has no contract, undertaking, agreement or\n          arrangement with any person to sell, transfer or pledge such Common\n          Stock, or any part thereof and it has no present plan to enter into\n          any such contract, undertaking, agreement or arrangement. SELLER\n          agrees not to dispose of the Shares of Common Stock or any interest\n          therein, unless and until such Common Stock has been validly\n          registered under the Act and all applicable state securities laws or\n          transfers are permitted under Rule 144 of the Securities Act of 1933,\n          as amended, or PURCHASER has been furnished an opinion of counsel\n          reasonably safisfactory to PURCHASER that the intended disposition\n          does not violate the Act or the rules and regulations of the \n          Securities and Exchange Commission thereunder, nor any applicable\n          state securities laws. PURCHASER shall provide SELLER with\n          registration rights to the extent set forth in the Registraton Rights\n          Agreement attached hereto as Exhibit A.\n\n     4.b  At Closing, Two Hundred Thousand Dollars ($200,000.00) via wire\n          transfer in immediately available funds to an account designated by\n          SELLER.\n\n     4.c  Commencing on the Closing Date, PURCHASER shall pay SELLER Fifty\n          Dollars ($50.00) per loan funded through www.mortgage.com, or any\n          other PURCHASER owned, operated or branded consumer direct web sites\n          originating residential mortgage loans of any kind (excluding web\n          sites excluded from this Agreement), and excluding any loans pursuant\n          to which the SELLER is entitled to receive a fee pursuant to paragraph\n          5 below, up to a cap of Three Hundred Thousand Dollars ($300,000.00)\n          (the \"Funded Cap\"). Payment under this Paragraph 4c shall be paid to\n          SELLER on a monthly basis in arrears and are due on the fifteenth\n          (15th) day of each calendar month.\n\n     4.d  Once the Funded Cap has been reached, PURCHASER shall pay SELLER\n          Fifty-Dollars ($50.00) per each loan funded through the\n          www.mortgage.com web site or any other PURCHASER owned, operated or\n          branded consumer direct web sites dealing with residential mortgage\n          loans of any kind (excluding web sites excluded from this Agreement)\n          in excess of six thousand (6,000) loans per year (or prorata portion\n          thereof) and excluding any loans pursuant to which the SELLER is\n          entitled to receive a fee pursuant to paragraph 5 below, up to a\n          cumulative cap of One Million Five Hundred Thousand Dollars\n          ($1,500,000.00) (the \"Additional Cap\"). Payment under this Paragraph\n          4d shall be paid to SELLER on a monthly basis in arrears and are due\n          on the fifteenth (15th) day of each calendar month after the 6,000\n          loan level is reached as set forth above.\n\n                                       4\n\n\n\n\n\n     4.e  Upon the first fully underwritten, firm commitment public offering\n          pursuant to an effective registration statement (other than any\n          registration statement on any form not permitting registration of\n          securities offered by selling security holders) under the Act,\n          covering the offer and sale by PURCHASER of Common Stock (an \"IPO\"),\n          SELLER shall have the right to convert receivables that may be earned\n          pursuant to Paragraphs 4c and 4d (the \"Receivables\"), into Common\n          Stock of PURCHASER. The Receivables shall be appraised by an\n          independent appraiser (the \"Independent Appraiser\") who assesses the\n          present value or the stream of Receivables expected to be received by\n          SELLER under the terms of this Agreement after the conversion, taking\n          into account such factors as the Independent Appraiser deems necessary\n          (the \"Present Value of the Receivables\"). SELLER shall have the right\n          to convert any percentage of the Present Value of the receivables from\n          zero to one hundred percent (0% to 100%), at SELLER'S option.\n\n          PURCHASER shall give SELLER notice of the IPO by registered mail,\n          mailed not less than 60 days prior to the date the registration\n          statement is expected to be filed with the Securities and Exchange\n          Commission, at the address set forth in Section 13g. In order to\n          convert the Receivables into Common Stock, SELLER shall provide to the\n          Company written notice that SELLER elects to convert that percentage\n          of the Receivables as is identified in such notice. Such notice will\n          also state the name(s) and address(es) in which SELLER wishes the\n          certificate(s) of Common Stock issuable upon conversion and will\n          designate an Independent Appraiser to perform the appraisal\n          contemplated in this Section 4.e. The Independent Appraiser selected\n          by SELLER shall be instructed to complete the required appraisal of\n          the receivables within thirty (30) days of his appointment. PURCHASER\n          and SELLER shall, promptly and without delay, supply all information\n          necessary to allow the Independent Appraiser to perform the appraisal.\n          The Present Value of the receivables, as determined by the Independent\n          Appraiser, shall be final and binding upon PURCHASER and SELLER,\n          absent manifest error.\n\n          Conversion will be deemed to have been effected as of the opening of\n          business on the day on which the closing with respect to the IPO is\n          held, and such date is referred to herein as the \"IPO Conversion\n          Date.\" On the IPO Conversion Date, SELLER shall be entitled to receive\n          that number of shares of Common Stock as is equal to (a) the Present\n          Value of the Receivables multiplied by the percentage of the\n          Receivables being converted, divided by (b) the price per share at\n          which the Common Stock is being offered to the public in the IPO.\n          PURCHASER shall issue and deliver to SELLER a certificate or\n          certificates for the number of full shares of Common Stock to which\n          SELLER is entitled pursuant to this subsection. The person in whose\n          name the certificate or certificates for Common Stock are to be issued\n          shall be deemed to have become a holder of record of the Common Stock\n          on the IPO Conversion Date. No fractional shares shall be issued upon\n          conversion of the receivables into Common Stock and the number of\n          shares of Common Stock shall be rounded to the nearest whole share.\n\n          Notwithstanding anything in this Agreement to the contrary, if SELLER\n          converts any portion of its receivables on the IPO Conversion Date, it\n          shall not have the right to convert any receivables at any time after\n          the IPO Conversion Date.\n\n          In the event, SELLER converts 100% of the Receivables into Common\n          Stock, then the Security Interest (as defined below) granted in the\n          Domain Name pursuant to the Security Agreement (as defined below)\n          shall terminate.\n\n          In the event SELLER converts less than 100% of the Receivables into\n          Common Stock, then PURCHASER shall have a one-time option to pay to\n          SELLER, in cash, the difference between the Present Value of the\n          Receivables converted (i.e., the\n\n\n                                       5\n\n\n\n\n\n          Present Value of the Receivables multiplied by the percentage of\n          Receivables being converted) and the Present Value of the Receivables.\n          If the PURCHASER elects to make such a payment, then upon payment\n          PURCHASER'S payment obligations under Paragraphs 4c and 4.d. shall be\n          satisfied in full. In the event PURCHASER does not so elect, and if\n          the Funded Cap has not been reached on or prior to the IPO Conversion\n          Date, then the Present Value of the Receivables converted (i.e., the\n          Present Value of the Receivables multiplied by the percentage of\n          Receivables being converted) shall be applied first to reduce the\n          Funded Cap (after reducing the Funded Cap by amounts previously paid\n          by PURCHASER under Section 4.c. prior to the IPO Conversion Date), and\n          then shall be applied to reduce the Additional Cap. In the event\n          PURCHASER does not so elect and the Funded Cap has been reached on or,\n          prior to the IPO Conversion Date, then the Present Value of the\n          Receivables converted (i.e., the Present Value of the Receivables\n          multiplied by the percentage of Receivables being converted), shall be\n          applied to reduce the Additional Cap.\n\n     4.f  Any Common Stock received by the SELLER pursuant to this Agreement,\n          whether at the Closing or subsequent to the Closing shall be included\n          in the Registration Rights Agreement attached hereto as Exhibit A (the\n          \"Registration Rights Agreement\").\n\n     4-g  PURCHASER hereby grants to SELLER a first priority, and assuming\n          proper filing by SELLER of a UCC-1 financing statement with the\n          Secretary of State of Florida, a fully perfected, security interest in\n          the Domain Name to secure payment of all amounts due to the SELLER\n          pursuant to Sections 4.a, 4.b, 4.c, 4.d and 4e above (the \"Security\n          Interest\") in accordance with the Security Agreement attached hereto\n          as Exhibit A (the \"Security Agreement\"). PURCHASER shall reasonably\n          cooperate with SELLER in preparing and executing necessary\n          documentation, including financing statements, to evidence and perfect\n          SELLER's Security Interest On full payment of all amounts due to the\n          SELLER pursuant to Sections 4.a, 4.b, 4.c, 4.d and 4e above under the\n          terms of this Agreement the Security Interest shall expire and the\n          SELLER'S Security Interest shall terminate. Following termination of\n          the Security Interest SELLER shall have no further interest in or\n          right to the Domain Name. \n\n          In the event that PURCHASER breaches any of its obligations contained\n          in this Agreement, the Registration Rights Agreement, or the Security\n          Agreement, then SELLER shall deliver a written notice to PURCHASER\n          setting forth in reasonable detail the nature of PURCHASER'S breach.\n          Upon receipt of such notice, PURCHASER shall have sixty (60) days to\n          cure its breach. If PURCHASER shall fail to cure its breach within\n          such sixty (60) days period, then, without any further action by any\n          party hereto PURCHASER shall return to SELLER the Domain Name (and in\n          connecton therewith, PURCHASER shall execute and deliver to SELLER any\n          and all documentation reasonably requested by SELLER to effectuate\n          such return of the Domain Name to SELLER including, without\n          limitation, a Registrant Name Change Agreement (RNCA)) free and clear\n          of any and all security interests, liens or other encumbrances or\n          restrictions of any nature (other than the Security Interest provided\n          for in this Section 4.g), (collectively, an \"Encumbrance,\") within\n          three (3) business days; and (ii) SELLER shall have the right, but not\n          the obligation, to terminate the executory portions of this Agreement\n          by delivering an additional written notice to PURCHASER at any time\n          up until the sixtieth (60th) day after PURCHASER shall have returned\n          the Domain Name. Notwithstanding any provision contained herein to the\n          contrary. If PURCHASER fails to return the Domain Name free and clear\n          of any and all Encumbrances, within the time period specified in (i)\n          above, and SELLER has to take legal action to enforce the provisions\n          of this Section 4.g, then PURCHASER'S payment obligations shall be\n          satisfied hereunder by returning the Domain Name to SELLER, paying\n          SELLER $100,000 as liquidated damages, and paying the reasonable legal\n          fees and expenses of SELLER in connection with such legal action. If\n          PURCHASER complies with this Section 4.g., SELLER shall have no right\n          to claim\n\n                                        6\n\n\n\n\n\n          any deficiency with respect to amounts owed under this Section 4.\n\n          Upon satisfaction of PURCHASER'S payment obligations under this\n          Section 4, the Security Interest granted pursuant to the Security\n          Agreement shall terminate.\n\n     4.h. Any amounts required to be paid by PURCHASER to SELLER pursuant to\n          this Agreement shall bear interest from its due date at the rate of\n          18% per annum for each day that such payment is not made.\n\n5. Marketing Agreement\n\n     The marketing, promoting and advertising of www.mortgage.com by SELLER via\n     its Network is valued at Two Million Five Hundred Thousand Dollars \n     ($2,500,000.00) per year. PURCHASER shall pay SELLER on a monthly basis\n     under the fee schedule set forth below for all loans resulting from the\n     marketing, promoting and advertising of www.mortgage.com by SELLER via its\n     Network, or any other SELLER controlled site, to www.mortgage.com or any\n     other PURCHASER owned site. Such fees shall not exceed Two Million Five\n     Hundred Thousand Dollars ($2,500,000.00) during any 12 month period\n     commencing on the date of closing of this Agreement, and the amounts\n     payable pursuant to this Section 5 shall expire ten years from the date\n     hereof.\n\n               5.a Two Hundred Seventy Five Dollars ($275.00) per funded first\n               lien loan which does not conform to both Freddie Mac and Fannie\n               Mae credit underwriting guidelines which includes sub prime; and,\n\n               5.b Two Hundred Dollars ($200.00) per funded first lien loan\n               which meets both Freddie Mac and Fannie Mae underwriting\n               guidelines; and,\n\n               5.c Fifty Dollars ($50.00) per funded second lien Home Equity or\n               Line of Credit loan.\n\n6. Accounting.\n\n     PURCHASER shall keep reasonable, detailed and accurate records in\n     connection with its respective performance under this Agreement (including\n     without limitation, records in relation to submitted applications, Server\n     Logs and revenue calculation), and shall permit SELLER and SELLER'S\n     representatives access to such records upon reasonable notice.\n\n     When PURCHASER shall remit its monthly payments to SELLER, pursuant to\n     Sections 4.c, 4.d or Section 5 PURCHASER shall provide a schedule detailing\n     the following information for the subject month;\n\n               6.a. unique file identifier code or reference number for each\n                    application;\n\n               6.b. the date of each application;\n\n               6.c. the total number of submitted applications;\n\n               6.d. the method of the application submission (i.e., online, mail\n                    fax, telephone, etc.);\n\n               6.e. the total number of funded loans and dates of closing; and,\n\n               6.f. each loan will be coded only in one of two ways, either as\n                    sourced from credit.com, or Other.\n\n     SELLER or its independent outside accountants, attorneys, or other\n     representatives shall have the right, at its expense, upon not less than\n     five (5) business days' written notice and during PURCHASER'S normal\n     business hours, disrupting as little as possible PURCHASER'S business\n     operations, to inspect and audit the books and records of PURCHASER\n     relating to this Agreement, for the purpose of verifying any reports,\n     information or payments due to SELLER under this Agreement. If such audit\n     shows that any of PURCHASER'S reports understated the actual amounts due to\n     SELLER by more than five percent (5%), then PURCHASER shall immediately pay\n     SELLER the amount determined to be due and all\n\n\n\n\n\n\n\n\n     (iv) Security Interest - The Security Interest constitutes a first\n     priority, and assuming proper filing by SELLER of a UCC-1 financing\n     statement with the Secretary of State of Florida. a perfected, Security\n     Interest in favor of SELLER as further provided in the Security Agreement.\n\n9. Closing.\n\n     9.a. Conditions to PURCHASER'S Obligation to Close. The PURCHASER'S\n          obligations to consummate the transactions contemplated by this\n          Agreement at the Closing are subject to completion of the following:\n\n          9.a.1. Transfer of Domain Name. SELLER shall have delivered to\n          PURCHASER all documents necessary to cause the Domain Name and the\n          registration thereof, together with the goodwill of the business\n          connected with and symbolized by such Domain Name, including the\n          trademark and the service mark \"mortgage.com\" and any intellectual\n          property rights relating thereto (to the extent any such trademark,\n          service mark, or intellectual property rights exist) to be\n          transferred from SELLER to PURCHASER. Such documents shall contain no\n          omissions and shall be fully executed by authorized officers of\n          SELLER, such that the only remaining step to be taken by PURCHASER to\n          accomplish the transfer of the Domain Name and the registration\n          therefor from SELLER to PURCHASER is the PURCHASER'S filing of such\n          documents with the appropriate third parties.\n\n          9.a.2. Representations, Warranties and Covenants. The obligations of\n          SELLER required to be performed by SELLER hereunder at or prior to the\n          date of Closing shall have been performed and complied with in all\n          material respects, and the representations and warranties of SELLER\n          set forth in this Agreement shall be true and correct in all respects\n          as of the date of Closing as though made on and as of the date of\n          Closing.\n\n          9.a.3. Consent to Registration Rights Agreement PURCHASER shall have\n          received from existing registration rights holders all necessary\n          consents to the Registration Rights Agreement.\n\n     9.b  Conditions to SELLER'S Obligation to Close. The SELLER'S obligations\n          to consummate the transactions contemplated by this Agreement at the\n          Closing are subject to completion of the following: \n\n          9.b.1. Execution and Delivery of Security Agreement and Registration\n          Rights Agreement PURCHASER shall have executed and delivered to SELLER\n          the Security Agreement and the UCC-1 financing statements referenced\n          therein and shall have granted to SELLER a first priority, and\n          assuming proper filing by SELLER of a UCC-1 financing statements with\n          the Secretary of State of Florida, a fully perfected, Security\n          Interest in the Domain Name; and the SELLER shall have executed and\n          delivered to SELLER the Registration Rights Agreement.\n\n          9.b.2 Payment of Purchase Price and Delivery of Shares. The SELLER\n          shall have received the two hundred thousand dollar payment from\n          PURCHASER referenced in Section 4b and SELLER shall have received the\n          20,000 Shares of Common Stock of PURCHASER referenced in Section 4a.\n\n\n                                        9\n\n\n\n\n\n\n\n          9.b.3. Representations, Warranties and Covenants. The obligations of\n          PURCHASER required to be performed by PURCHASER hereunder at or prior\n          to the date of Closing shall have been performed and complied with in\n          all material respects, and the representations and warranties of\n          PURCHASER set forth in this Agreement shall be true and correct in all\n          respects as of the date of Closing as though made on and as of the\n          date of Closing.\n\n          9.b.4. Consent to Registration Rights Agreement. PURCHASER shall have\n          received from existing registration rights holders all necessary\n          consents to the Registration Rights Agreement.\n\n     9.c. Place and Date of Closing. After satisfactory completion of the\n          enumerated conditions above, the Closing shall take place at the\n          California offices of the SELLER no earlier than January 4, 1999 nor\n          later than 5:00 p.m. Eastern time on January 15, 1999. In the event\n          the Closing does not take place by 5:00 p.m. Eastern time on January\n          15, 1999, then this Agreement shall terminate and the rights and\n          obligations of the parties to this Agreement shall be of no further\n          force and effect provided that no party hereunder shall be relieved of\n          any breach of this Agreement occurring prior to such termination date.\n          At Closing, each party shall deliver to the other such payments,\n          documents, certificates, consents, approvals and waivers that shall be\n          reasonably necessary to consummate the obligations of the parties\n          hereunder.\n\n10. Expenses.\n\n     Except as specified in the last paragraph of Article 6 and Section 16, each\n     party to this Agreement shall bear all of his or its expenses incurred in\n     the performance hereof, regardless of whether the transactions contemplated\n     herein are consummated.\n\n11. Cooperation.\n\n     The parties agree that after Closing they shall provide reasonable\n     cooperation with respect to the matters that are subject to this Agreement.\n\n12. Confidentiality and Public Relations.\n\n     12.a. Each party will not without the consent of the other, disclose the\n          provisions contained herein to any third parties (other than as may be\n          required by law, in connection with legal or administrative\n          proceedings, or to attorneys, accountants, and consultants they may\n          have retained to represent them in connection herewith), and this\n          provision shall survive the Closing. There will be no public\n          announcement of this Agreement except as provided below.\n\n     12.b In the initial press release announcing the acquisition of the\n          mortgage.com URL, PURCHASER shall identify the SELLER as Credit.Com,\n          L.L.C. and the www.mortgage.com website as a Credit.Com Network\n          affiliate site. Subsequent public relations and advertising related to\n          mortgage.com shall be strictly under the control and approval of\n          PURCHASER, as to timing and content, including any announcements\n          related to this transaction, which is otherwise to be strictly\n          confidential.\n\n13. Miscellaneous.\n\n     13.a Choice of Law. This Agreement shall be construed in accordance with\n          the laws of the State of Florida.\n\n     13.b Venue. The parties agree that all actions or proceedings arising in\n          connection with this Agreement shall be tried and litigated\n          exclusively in the federal (if permitted by law and a\n\n\n                                       10\n\n\n\n\n\n          party elects to file an action in federal court) courts located in the\n          County of Broward. This choice of venue is intended by the parties to\n          be mandatory and not permissive in nature, and to preclude the\n          possibility of litigation between the parties with respect to, or\n          arising out of, this Agreement in any jurisdiction other than that\n          specified in this Section. Each party waives any right it may have to\n          assert the doctrine of forum non-conveniens or similar doctrine or to\n          object to venue with respect to any proceeding brought in accordance\n          with this Secton.\n\n     13.c Indemnity. Each party hereto will indemnify, defend and hold harmless\n          the other party hereto from and against losses incurred through claims\n          of third persons or arising from breach by any party hereto of such\n          party's representafions, warranties or covenants, contained in this\n          Agreement.\n\n     13.d Agreement Drafted By All Parties. This Agreement is the result of\n          arm's length negotiations between the parties and shall be construed\n          to have been drafted by all parties such that any ambiguities in this\n          Agreement shall not be construed against either party.\n\n     13.e Section Headings. The section headings contained herein are for\n          convenience in reference and are not intended to define or limit the\n          scope of any provision of this Agreement.\n\n     13.f Counterparts. This Agreement may be executed in one or more\n          counterparts, each of which shall be deemed an original, and will\n          become effective and binding upon the parties as of the execution date\n          at such time as all the signatories hereto have signed a counterpart\n          of this Agreement.\n\n     13.g Notices.\n\n          13.g.1 Any notices required or permitted to be given hereunder by\n          either party to the other shall be given in writing: (1) by personal\n          delivery; (2) by electronic facsimile with confirmation sent by United\n          States first class registered or certified mail, postage prepaid\n          return receipt requested; (3) by bonded courier or by a nationally\n          recognized overnight delivery company; or (4) by United States first\n          class registered or certified mail, postage prepaid, return receipt\n          requested, in each case, addressed to the parties as follows (or to\n          such other addresses as the parties may request in writing by notice\n          given pursuant to this section):\n\n               TO: PURCHASER\n\n               Seth Werner, Chairman &amp; CEO\n               First Mortgage Network Inc.\n               8751 Broward Boulevard - Fifth Floor\n               Plantation, FL 33324\n\n               And\n\n               TO: SELLER\n\n               Adam Levin, Chairman &amp; CEO\n               Credit.Com, L.L.C.\n               87 Stillman Street\n               San Francisco, CA 94107\n\n          13.g.2 Notices shall be deemed received on the earliest of personal\n          delivery, upon delivery by electronic facsimile with confirmation from\n          the transmitting machine that the transmission was completed,\n          twenty-four (24) hours following deposit with a bonded\n\n\n                                       11\n\n\n\n\n\n\n          courier or overnight delivery company; or seventy-two (72) hours\n          following deposit in the U.S. Mail as required herein.\n\n14.  Entire Agreement. This Agreement contains the entire agreement between the\n     parties with respect to the subject matter of this Agreement, and it\n     supersedes all other prior and contemporary agreements, understandings, and\n     commitments between the parties with respect to the subject matter of this\n     Agreement\n\n15.  Successors and Assigns. This Agreement is binding on and shall inure to the\n     benefit of the respective successors and\/or assigns of the parties.\n\n16.  Attorney's Fees. In the event either party files suit to enforce any of the\n     terms hereof, the prevailing party shall be entitled to an award of all\n     reasonable attorney's fees and court costs.\n\n17.  Signatures.\n\nIN WITNESS WHEREOF, the parties hereto have executed and delivered this\nAgreement on the dates written below:\n\n\n\nFirst Mortgage Network, Inc.\n\n\/s\/ John J. Hogan                                           12\/24\/98\n---------------------------------------------------         ----------\nJohn J. Hogan, Executive Vice President                     Date\n\n\nCredit.Com, L.L.C.\n\n\n\/s\/ Todd Meagher                                            1-6-99\n---------------------------------------------------         ----------\nTodd Meagher, President and Chief Operating Officer         Date\n\n\n                                       12\n\n\n\n\n TYPE:  EX-10.31\n SEQUENCE:  39\n DESCRIPTION:  SUBPRIME AGREEMENT DATED MAY 26, 1999 BETWEEN THE\n                              ISSUER AND INTUIT LENDER SERVICES, INC.\n\n\n                          \n                          INTUIT LENDER SERVICES, INC.\n           SUBPRIME AGREEMENT FOR DISTRIBUTION, MARKETING, FACILITIES,\n                                  AND SERVICES\n\n         This SUBPRIME AGREEMENT FOR DISTRIBUTION, MARKETING, FACILITIES, AND\nSERVICES (the \"Agreement\") is entered into as of May 26, 1999, between INTUIT\nLENDER SERVICES, INC., a Delaware corporation with its principal place of\nbusiness at 2535 Garcia Avenue, Mountain View, CA 94043 (\"ILSI\"), and\nMORTGAGE.COM, INC. (FORMERLY FIRST MORTGAGE NETWORK, INC.), a Florida\ncorporation with its principal place of business at 8751 Broward Blvd,\nPlantation, FL, 33324 (\"MC\").\n\n                                   WITNESSETH:\n                                   -----------\n\n         WHEREAS, ILSI owns and operates the QuickenMortgage(R) website located\nat (the \"Website\"), through which consumers can shop for mortgage loans,\nprequalify and apply for such mortgage loans with various lenders online (the\n\"Participating Lenders\");\n\n         WHEREAS, ILSI would like to begin offering subprime mortgage loans to\nits customers through the Website, and MC has agreed to provide loan\nunderwriting, origination support and funding services for the Subprime Loans\noriginated by ILSI (as defined in Section 9.11 hereof) for sale in the secondary\nmarket to Participating Lenders and other lenders;\n\n         NOW, THEREFORE, in consideration of the premises and for other good and\nvaluable consideration, the parties hereto agree as follows:\n\n                                    ARTICLE I\n                          ILSI SERVICES AND FACILITIES\n\n         ILSI shall perform the following services and provide the following\nfacilities in connection with Subprime Loans:\n\n         1.1 Inquiry. Through a simple question-and-answer format, ILSI shall\ncollect information consisting of the name, address, income, assets and\nliabilities of potential borrowers. Alternatively, potential borrowers may\nsupply a subset of the above information to ILSI by telephone or through e-mail.\n(The information obtained at this stage is called an \"Inquiry\" or, if more than\none, \"Inquiries\").\n\n         1.2 Prequalifications. Using the information gathered during the\nInquiry stage, as well as additional information that may be gathered on the\nWebsite, and using its proprietary or licensed software, ILSI shall (i) analyze\nthe prospective borrower's income and debt, (ii) educate the prospective\nborrower about the homebuying and financing process, (iii) advise the\nprospective borrower about different types of loans available through the\nWebsite, and (iv) prequalify or preapprove the prospective borrower for the loan\nor loans chosen by him or her (\"Prequalification\" or, if more than one,\n\"Prequalifications\"). Other services shall be provided as part of\nPrequalification; these services may be accessed by the prospective borrower at\nhis or her option, and include linkages to the Participating Lenders' home pages\nand websites and linkages to other websites related to mortgage financing.\n\n                                       1\n\n\n         1.3 Application. Following Inquiry and\/or Prequalification, ILSI shall\n(i) assist the prospective borrower in understanding and clearing any credit\nproblems; (ii) assist the prospective borrower in completing an abbreviated loan\napplication form; (iii) provide the initial good faith estimate of closing costs\n(\"GFE\") and other required federal and state disclosures; (iv) provide a contact\npoint during the loan application process for the prospective borrower to check\nthe progress of the loan application; (v) identify for prospective borrowers the\nnecessary financial documentation to be assembled in support of the application;\n(vi) collect credit card information to facilitate the ordering of property\nappraisals and consumer credit reports (if deemed appropriate); (vii) provide\nfacilities and software to enable ILSI and MC to obtain credit reports online\n(collectively \"Application\"). ILSI shall transmit the loan application\ninformation gathered during the Inquiry through Application stages to MC for\nfurther processing as described in Article II below.\n\n         1.4 Software Support. ILSI shall provide various facilities including\nsoftware engineering and operations resources to assist the parties in\nperforming the services described in this Agreement, including, without\nlimitation, (i) building an interface between MC and the Website; (ii) building\nan interface between the MC CLOser(R) system, which is described in Section\n2.5(a) (the \"MC CLOser(R)\"), and the Website database; (iii) providing a means\nfor MC to access loan products and pricing on the Website or through a similar\nweb-based application created by ILSI; (iv) building and maintaining\ncommunication tools to enable loan processors to communicate efficiently with\nloan applicants; and (v) developing, maintaining and continuing to enhance other\nsoftware productivity tools as needed for the optimal operation of the loan\norigination, borrower counseling, loan processing and loan underwriting efforts\nof ILSI and MC.\n\n         1.5 Customer Support. ILSI shall provide customer support through the\nWebsite and call centers for prospective borrowers who have questions about the\nsite and other general questions that are not specific to any loan. ILSI will\nprovide, through the Website and\/or other means, in its discretion, customer\ndisclosures concerning the participation of MC in Subprime Loan transactions as\nit deems necessary and desirable to fully comply with all legal obligations\napplicable to the Website and the parties, including affiliated business\narrangement disclosures under RESPA, and disclosures concerning the source of\nfunding of Subprime Loans.\n\n         1.6 Employee and Software Sharing. ILSI and MC shall share employees\nand software tools as appropriate for processing loan applications, including,\nwithout limitation, employees and tools to order and analyze flood\ncertifications, inspections, engineering reports, property appraisals and credit\nreports.\n\n         1.7 Subprime Marketing. ILSI shall use commercially reasonable efforts\nto specifically advertise and market the Subprime Loans, using such methods and\ndistribution channels as it deems advisable, to increase the number of customers\nusing the \n\n                                       2\n\n\nWebsite to find Subprime Loans. To the extent feasible, as provided in Section\n5.2 of this Agreement, no other Subprime services shall be advertised on the\nWebsite or on Quicken.com or other \"Quicken\" websites that are owned and\noperated by Intuit, Inc. without the consent of MC. Such consent shall not be\nunreasonably withheld. ILSI shall not offer first lien Subprime Loans in\nprincipal amounts less than $40,000.\n\n         1.8 Customer Information. ILSI shall develop and market articles and\ncalculators specifically designed for Subprime Loan customers. ILSI shall\nregularly update and refine the information it provides to customers of Subprime\nLoans.\n\n         1.9 Debt Counseling. ILSI shall offer online debt counseling services\nto assist all ILSI customers and particularly customers of Subprime Loans.\n\n         1.10 Debt Consolidation. ILSI shall upgrade its online and call center\ncustomer support services to include providing advice to customers on debt\nconsolidation, calculators to compare payments and recommendations on Subprime\nLoan programs.\n\n                                   ARTICLE II\n                          MC'S SERVICES AND FACILITIES\n\n         In connection with Subprime Loans that are transmitted to MC, MC shall\nperform the following services and provide the following facilities:\n\n         2.1 Status Updates. Subprime Loans may be transmitted to MC for further\nprocessing at any stage of the application process. Thus, either or both MC and\nILSI may conduct specific processing tasks for Subprime Loans prior to closing\nand funding; however, the parties agree to work together to ensure that the\nservices provided are not duplicative. Once a Subprime Loan has been transmitted\nto MC, MC shall update the processing system and the Website database with the\nstatus of the loan processing as agreed between ILSI and MC but at a minimum\nwherever indicated below. Furthermore, MC shall notify the borrower of all\nstatus changes as they occur and update the Website with such status changes and\ntransmit electronic messages to borrowers.\n\n         2.2 Origination. The parties acknowledge and agree that an essential\nelement of successful loan origination, particularly online loan origination via\nthe Website, involves making timely contact with prospective borrowers. To that\nend, earlier and faster initial and subsequent communications between the loan\noriginator and the prospective borrower are more likely to result in completed\napplications and eventual closed loans. The parties therefore agree that time is\nof the essence in all processing tasks involving communications with prospective\nborrowers, and that prompt communications are an essential element of the\norigination task for which MC is engaged. MC shall maintain its status as an\napproved loan correspondent of the Participating Lenders, and shall demonstrate\nand confirm that status to ILSI upon request.\n\n         MC shall perform the following origination services with respect to\nSubprime Loan applications or Inquiries that are transmitted to MC by ILSI:\n\n                                       3\n\n\n         (a) Response to Prospective Borrowers. Respond to Submissions by\nprospective borrowers and finalize loan applications as appropriate for each\nStage described in (i) to (iii) below:\n\n                  (i) Inquiry Stage. Respond to Inquiries submitted through the\nWebsite or ILSI call centers. If prequalification was not requested through the\nWebsite, analyze Inquiry data, send out prequalification notices and encourage\nborrower to submit an application;\n\n                  (ii) Prequalification Stage. Send out prequalification notices\nto prospective borrowers; provide those prospective borrowers who prequalified\nfor a particular loan or loans through the Website with personalized on-line\nprequalification letters; follow up with prospective borrowers; and encourage\nthem to submit an application for the selected Subprime Loan. Where the borrower\nhas selected a Subprime Loan that is not appropriate for the borrower, assist\nthe borrower in choosing a different Subprime Loan;\n\n                  (iii) Application Stage. Confirm to the prospective borrowers\nthe receipt of the Application and assist him or her in finalizing the\napplication as needed.\n\n         (b) Re-Qualify, Verify, Amend or Modify Information. At the request of\na prospective borrower, re-qualify the prospective borrower for the same or\nanother loan, based on change of circumstances, change of preferences, or for\nother reasons, and answer questions concerning information submitted on\nPrequalification or Application screens.\n\n         (c) Credit Report Ordering\/Review. Check credit history of borrower as\nappropriate, including review of any credit scoring data.\n\n         (d) Commitments. Prepare and send out commitment letters in the name of\nthe creditor, and\/or collect commitment fees, application fees or deposits\ntoward closing costs, as appropriate.\n\n         (e) Loan Application Package Preparation. Prepare completed loan\napplication packages and send them to borrowers via overnight courier,\nelectronically, or other means. The loan application package shall include all\ndata provided by borrowers, itemization of information outstanding, including,\nwithout limitation, Form 1003, GFE, disclosures, Truth-in-Lending statements and\nother disclosures required by law to be furnished by creditors, and\ninstructions.\n\n         (f) Borrower Support. Answer any borrower questions concerning the loan\napplication package and the Subprime Loan.\n\n         (g) Transfer to Processing. Ensure that transmission of Subprime Loans\nfrom ILSI to MC (and within teams at MC) is a smooth process from the\nperspective of the prospective borrower, with the required degree of\ncommunication between all parties.\n\n                                       4\n\n\n         2.3 Processing and Underwriting. MC shall process and arrange for\nunderwriting for all Subprime Loan applications.\n\n         (a) Processing. In connection with processing, MC shall provide the\nfollowing services:\n\n                  (i) Appraisal. MC shall engage an appraisal firm and ensure\nthat the property appraisal is performed in a timely manner. MC's call center\nrepresentative shall update the processing system and the Website database with\nthe status of the appraisal;\n\n                  (ii) Verifications. MC shall maintain frequent contact with\nthe loan applicant to collect verifications of employment (VOE), income (VOI),\nassets, and debt, including mortgage debt (VOM). MC shall update the processing\nsystem, the Website database and the loan application data with the status of\nall verifications;\n\n                  (iii) Underwriting. MC or its designee shall underwrite the\ncompleted loan package and update the processing system and the Website database\nwith the underwriting decision. MC shall call the applicant to inform him\/her of\nthe underwriting decision. MC shall send the loan applicant an adverse action\nletter under the Equal Credit Opportunity Act (\"ECOA\") if appropriate;\n\n                  (iv) Flood, Tax, Ancillary Services. MC shall order flood\ncertifications, tax service and other ancillary services as needed. MC shall\nupdate the processing system and the Website database with the status of such\nservices;\n\n                  (v) Title. MC shall assist borrowers to engage a reputable\ntitle firm and follow through to ensure that the title search is completed and\ninsurance is issued. MC shall update the processing system and Website database\nwith the status of title and insurance;\n\n                  (vi) Escrow. MC shall engage a reputable escrow firm and\narrange for escrow services pending closing and sale of Subprime Loans as\ndescribed below. MC shall update the processing system and Website database with\nthe status of the escrow.\n\n         (b) Pricing of Ancillary Services. MC shall obtain pricing for the\nancillary services listed in Section 2.3(a) and any other third party services\nrequired, which pricing is at least as competitive, for a comparably priced\nloan, as the aggregate fees charged by the Index Group of lenders as defined in\nAppendix A to this Agreement, for similar services. MC further agrees that it\nwill pass through to the borrowers third party fees that are customarily\nreimbursed by borrowers with no mark-up of any kind, nor will MC receive\ndirectly or indirectly any monetary or in-kind benefit from the providers of\nsuch ancillary services, except as described in Section 2.3(c) below. ILSI and\nMC will cooperate with each other to negotiate the lowest pricing for such\nancillary services without jeopardizing the quality of service to the borrower\nor to the lenders who require such services.\n\n         (c) Negotiating Loan Pricing. MC shall use its best efforts to\nnegotiate the \n\n                                       5\n\n\nlowest correspondent pricing available from Participating Lenders. ILSI shall\ncooperate with MC in this effort. In addition, in order to qualify for payments\nfor shortfalls in Submissions, as described in Section 3.2, MC shall maintain\npricing spreads and fees to borrowers that are typical within the Subprime\nindustry. If the parties cannot reach agreement on what is considered typical\npricing spreads or fees, they shall hire an independent third party to make the\ndetermination. Both parties agree that such determination shall be binding upon\nthem.\n\n         2.4 Packaging, Funding and Closing. MC shall operate initially under\nthis Agreement as a loan correspondent with warehouse lines of credit available\nfor loan funding. In that capacity, MC shall provide the following services with\nrespect to Subprime Loans:\n\n         (a) Packaging.  MC shall package, process, and underwrite Subprime \nLoans.\n\n         (b) Funding. MC shall use its own funding sources to close and fund\nSubprime Loans in MC's name as original payee\/mortgagee. For all Subprime Loans\nwhich will be funded and closed by MC, MC shall disclose to the borrower prior\nto the borrower's binding commitment for the loan (or at an earlier time, as\nrequired by law and in the mutual judgment of ILSI and MC) the name of the\nservicer to whom the loan will be transferred.\n\n         (c) Closing. MC shall coordinate and perform or arrange for the closing\nof Subprime Loans, and where appropriate, the placement of loan funds in escrow\npending closing and\/or sale.\n\n         (d) Selling. Subprime Loans closed and funded in MC's name shall be\nsold by MC to the appropriate Participating Lender or other lender. MC will be\nresponsible for coordinating the sale, collecting the proceeds, and other tasks\ninvolved in the sale. Nothing in this Agreement may be construed to preclude\nILSI from processing, closing and funding mortgage loans in its own name in the\nfuture, as a correspondent lender or as an originator or broker of loans for\nwholesale lenders, but such activities will not relieve ILSI of its obligations\nunder this Agreement.\n\n         2.5 Facilities. MC shall provide the following facilities to ILSI in\nconnection with Subprime Loans:\n\n         (a) MC CLOser(R) System. MC shall install the MC CLOser(R) in ILSI\noffices and on its computer networks and shall train ILSI personnel in ILSI\noffices in its use. MC CLOser(R) is MC's proprietary loan origination, pricing,\nlocking, pipeline management and status reporting system. As used in this\nAgreement, MC CLOser(R) includes interfaces with automated underwriting and\ncredit evaluation functions and integration with MC's Internet site. During the\nterm of this Agreement, ILSI will have a royalty-free worldwide license to use\nMC CLOser(R) in connection with the origination and processing of Subprime Loans\nunder the terms of this Agreement and in connection with any other loans for\nwhich MC receives compensation as described in Article IV. This licensed use of\nMC CLOser(R) by ILSI shall not apply to any loans processed, closed and funded\nby \n\n\n                                       6\n\n\nILSI without the participation and compensation of MC as described in Section\n2.4(d), or other compensation arrangement agreed upon by the parties.\n\n         (b) Engineering and Other Resources. MC shall coordinate all tasks\nrelated to the integration of the MC systems, including CLOser(R), with the\nWebsite. MC will dedicate a minimum of one full-time person to this effort. MC\nshall further provide such additional staff as are needed from time to time to\nwork with ILSI as quickly and efficiently as reasonably possible to achieve the\ndevelopment and operational objectives agreed to by the parties. The parties\nshall work together to determine the tasks to be performed, the staffing needed\nand the timing of completion of the tasks.\n\n         (c) Security. MC shall maintain ICSA E-Commerce security standards on\nall data transmissions involving Subprime Loans at all times.\n\n         2.6 Agreement with Participating Lenders. MC shall use its best efforts\nto enter into arrangements with Participating Lenders for the purchase of\nSubprime Loans originated through the Website in accordance with this Agreement.\nTo the extent that MC charges participation fees to other lenders, ILSI and MC\nshall share such fees on a 50\/50 basis.\n         2.7 Use of Name \"FMN\" and \"First Mortgage Network\" on Website. MC shall\ntake all necessary action to file the trade names \"FMN\" and \"First Mortgage\nNetwork\" in the appropriate jurisdictions, and otherwise maintain its ownership,\nright and license to use such names in connection with MC products and services.\nMC shall cooperate with ILSI in identifying MC products and services on the\nWebsite, through \"Quicken\"-related portals, co-branded sites and in other media\nand communications with consumers in connection with \"Quicken\" as \"FMN\" and\/or\n\"First Mortgage Network\" products and services.\n\n                                   ARTICLE III\n                            OPERATIONS AND STANDARDS\n\n         3.1 Timing of Offering Subprime Loans. The parties shall work together\nto begin offering Subprime Loans under the terms of this Agreement by May 31,\n1999, or as soon thereafter as practicable (the \"Commencement Date\"). The first\ncontract year under this Agreement with respect to Subprime Loans shall begin on\nthe Commencement Date and end on the date 12 months following the Commencement\nDate. The successive contract years under this Agreement shall begin and end on\nsuch dates of the following years (each, a \"Contract Year\").\n\n         3.2 [Redacted] \n\n         3.3 [Redacted]\n\n                                       7\n\n\n         (b) The above ratios will be reviewed by the parties after six (6)\nmonths following the Commencement Date (or such other time periods determined by\nthe parties). During the six (6) month review, the parties agree to negotiate in\ngood faith to agree on appropriate ratios. The parties may further adjust such\nratios from time to time by agreement in writing.\n\n         (c) If MC does not achieve the agreed-upon conversion ratios for three\n(3) consecutive months (based upon a blended average of the categories), then,\nupon written notice from ILSI, MC shall have ninety (90) days to cure the\nshortfall. Cure shall be effected by MC's achieving the blended average\nconversion ratios during the ninety (90) day cure period. If the shortfall\ncontinues after the end of the cure period, ILSI shall have the right to\nterminate this Agreement in accordance with Article VIII below.\n\n         3.4 Service Levels for Subprime Loans. MC shall perform the following\ncustomer services in connection with Subprime Loans:\n\n                  (a) Customer Survey. The parties shall design a mutually\nacceptable customer survey and establish minimum goals for customer\nsatisfaction. MC shall transmit the survey to all borrowers at the time of\nclosing of Subprime Loans. The parties will develop and implement process\nimprovements to address instances of failure to meet customer satisfaction\ngoals.\n\n                  (b) Quality Control Standards. The parties shall cooperate\nwith each other to develop mutually acceptable quality control standards for\nSubprime Loans, which the parties shall work together to maintain. The parties\nwill develop and implement process improvements to address instances of failure\nto meet minimum quality control standards.\n\n                  (c) Amount of Time to Close Loans. [Redacted]\n\n         If MC fails to achieve the above service levels for two (2) consecutive\nmonths, then upon written notice from ILSI, MC shall take reasonable measures to\nimprove service levels within 15 days and shall cure such failure within an\nadditional 45 days. Furthermore, if ILSI identifies a pattern of material\nproblems resulting from MC conduct, which problems have resulted in specific\ninstances of customer complaints, then upon written notice from ILSI, MC shall\ntake reasonable measures to improve service levels within 15 days and shall cure\nthe underlying problems within 45 days.\n\n         If the service shortfall is not cured to ILSI's satisfaction during the\ncure period, then, notwithstanding any other term of this Agreement to the\ncontrary, ILSI shall have\n\n\n                                       8\n\n\nthe right to terminate this Agreement in accordance with Article VIII of this\nagreement.\n\n                  (d) Customer Service Commitment. ILSI and MC agree that\nexcellent customer service represents one of the foundations for building a\nsuccessful business and is a consideration for this Agreement. To that end, the\nparties agree to the following customer service standards:\n\n         MC shall deliver customer service performance at least equal to the\nservice level standards delivered by the average of the two lenders on the\nWebsite determined to have the highest customer service levels (defined as\nlowest ratio of complaints to applications) (\"High Service Standard\"). The two\nlenders whose customer service levels are averaged to determine the High Service\nStandard shall be selected from among the four lenders on the Website with the\nhighest application volume. The High Service Standard will be measured monthly,\nand will be determined by the ratio of customer complaints received (and found\nin ILSI's reasonable judgement to result from lender actions) regarding a\nspecific lender to the total applications taken by that lender during the month.\n\n         If MC's customer service fails to meet the High Service Standard for\ntwo (2) consecutive months, then upon written notice from ILSI, MC shall take\nreasonable measures to improve service levels within 15 days and shall cure such\nfailure to meet the High Service Standard within an additional 45 days; provided\nhowever, that if ILSI identifies a pattern of material problems resulting from\nMC conduct, which problems have resulted in specific instances of customer\ncomplaints, then upon written notice from ILSI, MC shall take reasonable\nmeasures to improve service levels within 15 days and shall cure the underlying\nproblems within 45 days.\n\n         If the service shortfall is not cured during the cure period, then,\nnotwithstanding any other term of this Agreement to the contrary, ILSI shall\nhave the right to terminate this Agreement in accordance with Article VIII of\nthis agreement.\n\n         For purposes of this section a problem shall not be deemed to be\nmaterial if the specific events complained of occur in fewer than 2% of loan\napplications taken by MC. The provisions of this Section 3.5(d) shall not apply\nduring any period where actual loan conversion ratios exceed the capacity levels\nestablished and agreed to by the parties, as described in Section 3.3.\n\n         3.5 Improving Processing Time. ILSI and MC shall work together and with\nGHR to integrate their respective technologies in order to improve processing,\nunderwriting and closing processes. The parties shall work with each other and\nGHR to improve the quality and nature of the back office services so as to\nreduce the time, cost and difficulty to the customer of obtaining a Subprime\nLoan.\n\n\n                                   ARTICLE IV\n                                  COMPENSATION\n\n         4.1 Federal and State Law. The compensation structure set forth below\n\n\n                                       9\n\n\n\nreflects the intent of the parties but is subject to change, by mutual agreement\nof the parties, to comply with applicable federal and state laws and\nregulations.\n\n         4.2 [Redacted]\n\n         4.3 Fees for ILSI's Services and Facilities. [Redacted]\n\n         ILSI's services and facilities, as described in the Agreement shall\ninclude, without limitation, educating the customer on the home buying and\nfinancing process through various articles and chat services on the Website,\nproviding calculators for the customer to determine appropriate loan products\navailable, taking customer information and compiling the information into an\napplication, analyzing the customer's income and debt and pre-qualifying the\ncustomer for Subprime Loans, providing disclosures, and assisting the borrower\nin understanding and clearing credit problems, including debt consolidation\nadvice, and related services and facilities contemplated by this Agreement.\n\n                                    ARTICLE V\n                                   EXCLUSIVITY\n\n         5.1 Multi-Lender Mortgage Sites. [Redacted]\n\n         5.2 Exclusivity with Respect to Subprime Loans. [Redacted]\n\n\n                                       10\n\n\n\n                                   ARTICLE VI\n                    REPRESENTATIONS, WARRANTIES AND COVENANTS\n\n         6.1 Representations and Warranties of MC. MC represents and warrants\nthat the following is true and correct and shall remain true and correct during\nthe Term:\n\n                  (a) Authority. MC is a corporation duly organized, validly\nexisting and in good standing under the laws of the State of Florida with full\ncorporate power and authority to transact any and all business contemplated by\nthis Agreement and it possesses all requisite authority, power, licenses,\npermits and franchises to conduct its business as presently conducted. Its\nexecution, delivery and compliance with its obligations under the terms of this\nAgreement are not prohibited or restricted by any government agency. MC has\ntaken all necessary action to authorize its execution, delivery and performance\nof this Agreement.\n\n                  (b) Conflict with Existing Laws or Contracts. The execution\nand delivery of this Agreement and the performance of its obligations hereunder\nby MC will not (i) conflict with or violate (A) MC's Certificate of\nIncorporation or By-laws, or (B) any provision of any law or regulation or any\ndecree, demand or order to which MC is subject, or (ii) conflict with or result\nin a breach of or constitute a default (or an event which, with notice or lapse\nof time, or both, would constitute a default) under any of the terms, conditions\nor provisions of any agreement or instrument to which MC is a party or by which\nit is bound or any order or decree applicable to MC or result in the creation or\nimposition of any lien on any of its assets or property.\n\n                  (c) Licenses and Consents. MC has obtained all necessary or\nrequired governmental licenses, permits, approvals, and consents for the\ntransactions contemplated by this Agreement. No consent, approval, authorization\nor order of any court or governmental agency or body is required for the\nexecution, delivery and performance by MC of or compliance by MC with this\nAgreement, or if required, such approval has been obtained or will be obtained\nprior to the date of this Agreement.\n\n                  (d) Legal Action Against MC. There is no claim, action, suit,\nproceeding or investigation pending or, to the best of MC's knowledge,\nthreatened against MC or against any of its principal officers, directors or key\nemployees, which, either in any one instance or in the aggregate, may result in\nany adverse change in the business, operations, financial condition, properties\nor assets of MC, or in any impairment of the\n\n\n                                       11\n\n\nright or ability of MC to carry on its business substantially as now conducted\nthrough its existing management group, or in any material liability on the part\nof MC, or which would draw into question the validity of this Agreement or any\nof the other instruments, documents or agreements entered into by MC in\nconnection with this Agreement, or of any action taken or to be taken in\nconnection with the obligations of MC contemplated therein, or which would be\nlikely to impair the ability of MC to perform the terms of this Agreement.\n\n                  (e) Binding on MC; Enforceability. This Agreement, assuming\ndue authorization, execution and delivery hereof, and all the obligations of MC\nhereunder, constitute the valid and binding obligations of MC, enforceable\nagainst MC in accordance with the terms hereof, except as such enforcement may\nbe limited by bankruptcy, insolvency, reorganization, moratorium and other\nsimilar laws affecting the enforcement of creditors' rights in general and by\ngeneral equity principles (regardless of whether such enforcement is considered\nin a proceeding in equity or at law).\n\n                  (f) Compliance With Laws. MC has complied and will continue to\ncomply with all applicable federal and state laws and regulations in its\nbusiness operations, in the loan origination activities proposed to be\nconducted, and in the performance of this Agreement. In particular, MC\nrepresents and warrants that its loan origination, processing and underwriting\nsystems, including, without limitation, the MC CLOser(R), comply with applicable\nstate and federal laws and regulations, including, without limitation, the Fair\nHousing Act, Truth-in-Lending Act, and ECOA. MC will not seek to hold ILSI\nliable in any action prosecuted against MC by a borrower, government agency, or\nother party which alleges non-compliance with the laws applicable to originators\nof mortgage loans, provided that neither the bad faith or wilful misconduct of\nILSI materially contributed to the circumstances giving rise to the claim\nagainst MC. MC will maintain errors and omissions insurance, fidelity bonds and\nsimilar financial instruments designed to protect those with whom it deals in\nthe origination of mortgage loans, in commercially reasonable amounts, and to\nprovide evidence of such instruments to ILSI upon request. ILSI will be a named\nor additional insured in such policies and instruments. The types and amounts of\ninsurance, bonds and other financial instruments maintained by MC will be\nsubject to approval and upward revision by ILSI in its reasonable discretion, as\nthe volume of MC activity subject to this Agreement increases.\n\n         MC represents on behalf of its officers, directors, and key employees\nthat none of these individuals are currently in violation of any federal, state\nor other law or regulation applicable to them in their professional capacities\nas mortgage bankers, mortgage brokers, or any other regulated field or\noccupation, except as disclosed to ILSI in writing in connection with this\nAgreement, and that there is no pending legal, administrative or similar action\npending against any of them that would affect their ability to perform their\nobligations to MC or to the Participating Lenders, or to ILSI hereunder.\n\n         6.2 Representations and Warranties of ILSI. ILSI represents and\nwarrants that the following is true and correct and shall remain true and\ncorrect during the Term:\n\n                  (a) Authority. ILSI is a corporation duly organized, validly\nexisting \n\n\n                                       12\n\n\nand in good standing under the laws of the State of Delaware with full corporate\npower and authority to transact any and all business contemplated by this\nAgreement and it possesses all requisite authority, power, and material\nlicenses, permits and franchises to conduct its business, and to execute,\ndeliver and comply with its obligations under this Agreement. The execution of\nthis Agreement and its delivery and the performance by ILSI of its obligations\nunder this Agreement are not prohibited or restricted by any government agency.\nILSI has taken all necessary action to authorize the execution, delivery and\nperformance of this Agreement.\n\n                  (b) Conflict with Existing Laws or Contracts. The execution\nand delivery of this Agreement and the performance of its obligations hereunder\nby ILSI will not (i) conflict with or violate (A) ILSI's Certificate of\nIncorporation or By-laws, or (B) any provision of any law or regulation or any\ndecree, demand or order to which ILSI is subject, or (ii) conflict with or\nresult in a breach of or constitute a default (or an event which, with notice or\nlapse of time, or both, would constitute a default) under any of the terms,\nconditions or provisions of any agreement or instrument to which ILSI is a party\nor by which it is bound or any order or decree applicable to ILSI or result in\nthe creation or imposition of any lien on any of its assets or property.\n\n                  (c) Licenses and Consents. ILSI, in connection with\nperformance of its duties under this agreement, has obtained or will obtain all\nnecessary or required governmental licenses and consents requisite for the\ntransactions contemplated by this Agreement. No consent, approval, authorization\nor order of any court or governmental agency or body is required for the\nexecution, delivery and performance by ILSI of or compliance by ILSI with this\nAgreement, or if required, such approval has been obtained prior to the date of\nthis Agreement.\n\n                  (d) Legal Action Against ILSI. There is no claim, action,\nsuit, proceeding or investigation pending or, to the best of ILSI's knowledge,\nthreatened against ILSI, which, either in any one instance or in the aggregate,\nmay result in any material adverse change in the business, operations, financial\ncondition, properties or assets of ILSI, or in any material impairment of the\nright or ability of ILSI to carry on its business substantially as now\nconducted, or in any material liability on the part of ILSI, or which would draw\ninto question the validity of this Agreement, or any of the other instruments,\ndocuments or agreements entered into by ILSI in connection with this Agreement,\nor of any action taken or to be taken in connection with the obligations of ILSI\ncontemplated therein, or which would be likely to impair materially the ability\nof ILSI to perform under the terms of this Agreement.\n\n                  (e) Binding on ILSI; Enforceability. This Agreement, assuming\ndue authorization, execution and delivery hereof, and all the obligations of\nILSI hereunder, constitute the valid and binding obligations of ILSI,\nenforceable against ILSI in accordance with the terms hereof, except as such\nenforcement may be limited by bankruptcy, insolvency, reorganization, moratorium\nand other similar laws affecting the enforcement of creditors' rights in general\nand by general equity principles (regardless of whether such enforcement is\nconsidered in a proceeding in equity or at law).\n\n\n                                       13\n\n\n                  (f) Compliance With Laws. ILSI has complied and will continue\nto comply with all applicable federal and state laws and regulations in its\nbusiness operations, in the operation of the Website, and in the performance of\nthis Agreement.\n\n         6.3      Covenants.\n                  ----------\n\n                  (a) Compliance with Laws. MC and ILSI covenant to each other\nthat they will comply with all applicable federal and state laws and regulations\nin performing their respective obligations under this Agreement. Any successful\nchallenge of any particular provision of this Agreement, including the\ncompensation provisions, by any governmental authority, will, at the option of\neither party hereto, constitute sufficient cause for termination of this\nAgreement if the Agreement and its purposes cannot be reasonably effectuated\nwithout the challenged provision or term.\n\n                  (b) Continuing Obligations of the Parties. The parties shall\ncooperate with each other in the performance of this Agreement until the\ntermination hereof. Neither party shall take any action or refrain from taking\nany action which would jeopardize or compromise the performance of the Website\nor MC's systems or which would hinder the performance by the parties of their\nrespective services to the Participating Lenders and to their customers. Each\nparty shall promptly forward to the other all notices, claims, letters,\ndocuments and other information received by such party which are relevant to the\nperformance of this Agreement. The parties shall provide to each other all\ninformation and documentation regarding their respective products and services\nwhich are necessary or relevant to the performance of the transactions\ncontemplated by this Agreement.\n\n                  (c) MC's Books and Records. MC shall make all material books\nand records pertaining to the services and facilities provided under this\nAgreement, including without limitation, records and reports on Inquiries,\nPrequalifications and Applications that are initiated through the Website and\nany other services and facilities provided to ILSI, available for inspection at\nMC's offices or any other mutually convenient location upon five (5) days prior\nnotice by ILSI.\n\n                  (d) Further Assurances. At any time, and from time to time\nafter the execution of this Agreement, upon the reasonable request of a party\nhereto, and at the expense of such party, the other party shall do, execute,\nacknowledge and deliver, and shall cause to be done, executed, acknowledged and\ndelivered, all such further acts, deeds, assignments, transfers, conveyances,\npowers of attorney and assurances as may be reasonably required in order to\nenable the parties to perform their respective obligations hereunder and carry\nout the terms of this Agreement.\n\n\n                                   ARTICLE VII\n                                 INDEMNIFICATION\n\n         7.1. General Indemnification by ILSI. ILSI shall indemnify MC and any\ndirectors, officers, employees or agents of MC (collectively, \"MC Indemnified\nParties\") \n\n\n                                       14\n\n\nand hold each of them harmless from and against any and all claims, losses,\ndamage, penalties, fines, forfeitures, reasonable legal fees and expenses\n(including attorneys' fees) and related costs, expenses of litigation,\njudgments, and any other costs, fees and expenses (each, a \"Liability\" and\ncollectively \"Liabilities\") that were caused by or resulted from a breach of any\nof ILSI's representations, warranties, covenants and agreements contained in\nthis Agreement or by ILSI's willful misfeasance, bad faith or gross negligence\nin the performance of or failure to perform as provided in this Agreement.\n\n         7.2. General Indemnification by MC. MC shall indemnify ILSI and any\ndirectors, officers, employees or agents of ILSI (collectively, \"ILSI\nIndemnified Parties\") and hold each of them harmless from and against any and\nall Liabilities that were caused by or resulted from a breach of any of MC's\nrepresentations, warranties, covenants and agreements contained in this\nAgreement or by MC's willful misfeasance, bad faith or gross negligence in the\nperformance of or failure to perform as provided in this Agreement. Further, MC\nshall indemnify the ILSI Indemnified Parties for losses, damages or Liabilities\nresulting from MC's failure to adhere to commercially reasonable standards and\nany applicable canons of ethics in the origination, processing or funding of\nmortgage loans. The indemnification based on the professional conduct of MC\nshall not be limited to willful acts, bad faith or gross negligence.\n\n         7.3 Survival of Indemnifications. MC's and ILSI's respective\nobligations to indemnify any ILSI Indemnified Party or any MC Indemnified Party\nwill survive the expiration or termination of this Agreement by either party for\nany reason.\n\n         7.4 Notice of Claims. Each party shall promptly notify the other in\nwriting of any and all litigation and claims known to such party made against it\nor the other party in connection with this Agreement.\n\n                                  ARTICLE VIII\n                              TERM AND TERMINATION\n\n         8.1 Term. This Agreement shall remain in effect for three Contract\nYears following the Commencement Date (the \"Initial Term\"). Thereafter this\nAgreement may be renewed for successive three Contract Year terms unless either\nparty notifies the other at least 30 days prior to the end of a term that it is\nterminating the Agreement at the end of the current term. The Initial Term,\ntogether with any successive terms shall be referred to herein as the \"Term.\"\n\n         8.2 Termination. This Agreement may be terminated by written notice of\neither party prior to the end of the Term due to one of the following Events of\nDefault, after giving the defaulting party the applicable notice and opportunity\nto cure set forth below:\n\n         (a) Breach of the Agreement. If a party breaches a material term or\ncondition of this Agreement, the non-defaulting party must give the defaulting\nparty written notice of the breach. If the breach is of a monetary nature, the\ndefaulting party will have five (5) \n\n\n                                       15\n\n\nbusiness days to cure the default. Otherwise, the defaulting party will have\nthirty (30) days to cure the default. The non-defaulting party may terminate\nthis Agreement at the expiration of the applicable cure period if the breach is\nnot cured within the given cure period.\n\n         (b) Change in Control. If MC merges with, or is acquired by, a third\nparty, and, in the reasonable opinion of ILSI, such change in control materially\nadversely affects MC's ability to perform under this Agreement, then ILSI may\nterminate this Agreement after giving three (3), months' prior written notice.\nThis provision shall specifically exclude mergers in which MC is the surviving\nentity.\n\n         (c) Change in Financial Condition. If MC undergoes a material change in\nfinancial condition such that it is unable to meet its obligations under this\nAgreement, ILSI may terminate this Agreement if, after giving MC written notice\nand a 15-day opportunity to cure, MC's financial condition has not been restored\nto the extent that it can perform its obligations hereunder; provided, however,\nthat if the adverse change in MC's financial condition results in MC's failure\nto fund loans as and when scheduled for three (3) consecutive days, ILSI may\nthereafter immediately terminate this Agreement and at its option, seek\nalternative funding for the affected loans.\n\n         (d) Performance. If MC does not meet its minimum requirements for\nclosing Subprime Loans as set forth in Section 3.3 of this Agreement, ILSI shall\nnotify MC in writing of the shortfall. MC shall have ninety (90) days after\nnotice to cure the shortfall. If MC has failed to cure the shortfall during that\nperiod, then ILSI may terminate this Agreement after six (6) months' prior\nwritten notice.\n\n         (e) [Redacted]\n\n         (f) Bankruptcy. In the event of the occurrence of any of the following\nevents, the non-defaulting party may terminate this Agreement immediately upon\ngiving prior written notice to the defaulting party:\n\n                  (i) the commencement of any bankruptcy, insolvency,\nreorganization, dissolution, liquidation of debt, receivership or\nconservatorship proceeding or other similar proceeding under federal or state\nbankruptcy, debtors relief, bank regulatory or other law by or against either\nparty; or\n\n                  (ii) the appointment of a receiver, conservator, trustee or\nsimilar officer to take charge of, a substantial part of the property of either\nparty.\n\n                                   ARTICLE IX\n                                  MISCELLANEOUS\n\n\n                                       16\n\n\n9.1 Notices. Any written notice required or permitted to be given to the parties\nhereunder shall be addressed as follows:\n         \n\n         If to ILSI:       Intuit Lender Services, Inc.\n                                2535 Garcia Avenue\n                                Mountain View, CA 94043\n                                Tel: (619) 784-1214\n                                Fax: (619) 784-1244\n                                Attention:  Carl Reese, President\n                                Carl_Reese@intuit.com\n                              \n                     with a copy to:\n\n                                Andrea Lee Negroni, Esq.\n                                Negroni &amp; Winston PLLC\n                                1156 Fifteenth Street, N.W.\n                                Suite 1105\n                                Washington, D.C. 20005\n                                Tel:  202-887-1610\n                                Fax: 202-887-1902\n                                aln@loanlaw.com\n                                \n         If to MC:              \n                                Seth Werner, Chairman\n                                Mortgage.com, Inc.\n                                8751 Broward Blvd\n                                Plantation, FL 33324\n                                Tel: (954) 452-0000\n                                Fax: (954) 472-0800\n                                E-mail address Sethwerner@mortgage.com\n                              \n                     with a copy to:\n                              \n                                Michael Brenner, General Counsel\n                                Mortgage.com, Inc.\n                                8751 Broward Blvd\n                                Plantation, FL 33324\n                                Tel: (954) 452-0000\n                                Fax: (954) 472-0800\n                                E-mail address: michaelbrenner@mortgage.com\n                           \n         All notices shall be in writing and delivered in person or shall be\nsent by registered or certified mail, return receipt requested, and shall be\ndeemed effective, three days after the same is mailed as provided above with\npostage prepaid. Notice sent by any other method shall be effective only upon\nactual receipt.\n\n                                       17\n\n\n\n         9.2 Assignment; Contracting. Neither party may assign its rights or\nobligations hereunder, by operation of law or otherwise, without the express\nwritten consent of the other, except that (i) either party may assign any of its\nobligations or rights, in whole or in part, to any parent, affiliate or\nsubsidiary of such party, and (ii) the acquisition of all or substantially all\nof the voting securities of a party by merger or otherwise, shall not constitute\nan assignment of its rights or obligations hereunder. Any attempted assignment\nin violation of the foregoing will be null and void. Subject to the foregoing,\nthis Agreement shall be binding upon and shall inure to the benefit of the\nparties hereto and their respective successors and permitted assigns.\n\n         9.3 [Redacted]\n\n         9.4 Waiver. No term or provision hereof will be deemed waived, and no\nvariation of terms or provisions hereof shall be deemed consented to, unless\nsuch waiver or consent shall be in writing and signed by the party against whom\nsuch waiver or consent is sought to be enforced. Any delay, waiver or omission\nby ILSI or MC to exercise any right or power arising from any breach or default\nof the other party in any of the terms, provisions or covenants of this\nAgreement shall not be construed to be a waiver by ILSI or MC of any subsequent\nbreach or default of the same or other terms, provisions or covenants on the\npart of either party.\n\n         9.5 Governing Law. This Agreement shall be governed by and construed in\naccordance with the laws of California, without respect to its conflicts of law\nprinciples.\n\n         9.6 Entire Agreement. This Agreement constitutes the entire agreement\nbetween the parties hereto relating to the subject matter hereof, except where\nexpressly noted herein, and all prior negotiations, agreements and\nunderstandings, whether oral or written, are superseded or canceled hereby.\n\n         9.7 Modification.  This Agreement may not be amended or modified except\nin a written document signed by both parties.\n\n         9.8 Severability. If any provision of this Agreement is declared or\nfound to be illegal, unenforceable or void, this Agreement shall be construed as\nif not containing that \n\n                                       18\n\n\nprovision, and the rest of the Agreement shall remain in full force and effect,\nand the rights and obligations of the parties hereto shall be construed and\nenforced accordingly.\n\n         9.9 Independent Contractor. MC, in performance of this Agreement, is\nacting as an independent contractor, is not the partner, joint venturer or agent\nof ILSI and has no authority to act on behalf of ILSI except as necessary or\ndesirable to carry out MC's obligations under this Agreement. The parties shall\neach be responsible for payment of their respective taxes and assessments\nincurred in connection with performance of this Agreement. Neither party's\nemployees are eligible for employee benefits of the other party.\n\n         9.10 Confidentiality. Each party agrees to keep all information related\nto the other party confidential, as provided in the Non-Disclosure Agreement\ndated April 29, 1998. The parties further agree that the business strategy,\nmarketing plans and product specifications of either party disclosed in\nconnection with this transaction, as well as the terms of this Agreement, are\nconfidential and shall not be used by the other party or disclosed by such other\nparty to third parties unless such information is (i) required to effect the\ntransactions contemplated herein, (ii) in the public domain or already in the\npossession of a party prior to the disclosure to it by the other party\n(including information received lawfully from third parties without an\nobligation of confidentiality); or (iii) required by law or regulation to be\ndisclosed.\n\n         9.11 Definitions. Except where otherwise defined herein, capitalized\nterms used in this Amendment shall have the meaning set forth below.\n\n         (a) The term \"Submission\" shall mean any Inquiry through the Website or\n         call centers, any Prequalification or Application.\n\n         (b) The term \"Subprime\" shall mean having an investment grade of \"B\" or\nbelow.\n\n                  (c) The term \"Subprime Loans\" shall mean residential mortgage\n         loans, which are Subprime and are offered by ILSI through the Website\n         or through portals, other co-branded sites or call centers.\n\n\n                                       19\n\n\n\n         IN WITNESS WHEREOF, each of the parties has caused this Agreement to be\nsigned and delivered by its duly authorized officer as of the date first written\nabove.\n\n\n\n                                      INTUIT LENDER SERVICES, INC.\n\n\n\n                                      By: \/s\/ [illegible]\n                                        ------------------------------------\n                                      Name: [illegible]\n                                          ----------------------------------\n                                      Title: President &amp; CEO\n                                           ---------------------------------\n\n\n                                      MORTGAGE.COM, INC.\n\n\n\n                                      By: \/s\/\n                                         -----------------------------------\n                                      Name: John D. Rodgers\n                                           ---------------------------------\n                                      Title: President, Consumer DirectGroup\n                                            --------------------------------\n\n\n                                       20\n\n\n\nAPPENDIX A\n\n                            INDEX OF RATES OF LENDERS\n\n                                   [Redacted]\n\n\n                                       21\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8260],"corporate_contracts_industries":[9416],"corporate_contracts_types":[9623,9622],"class_list":["post-43384","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-mortgagecom-inc","corporate_contracts_industries-financial__credit","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43384","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43384"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43384"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43384"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43384"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}