AGREEMENT BETWEEN USER AND IMX^®, INC.

This Web site is offered to you, the "User," conditioned on your acceptance without modification, of the terms, conditions, and notices contained in this agreement (the "Agreement"). Your use of this Web site constitutes your agreement to all such terms, conditions, and notices.

SECURITY POLICY
IMX, Inc. ("IMX") uses industry standard secure technology to help protect data and transmissions between consumers, IMX, brokers, and lenders participating in this Web site (the "participating brokers" and "participating lenders", respectively). Such measures include

• Transmission between browsers and IMX's web server is implemented using Secure Sockets Layer (SSL) technology. This technology requires a SSL-capable browser such as MS Internet Explorer 4.0 (or higher) or Netscape Navigator 4.0 (or higher).
• MS Internet Explorer 5.0 is required in order to access the trading exchange.
• Transmissions between participating brokers and participating lenders through IMX are encrypted using public key cryptography algorithms with a minimum key size of 128 bits.
• IMX's database is physically separated from its web server and is protected by a physical firewall.

Although IMX has taken these reasonable and appropriate measures to ensure that consumer personal information is delivered and disclosed only to participating brokers and participating lenders in accordance with the consumer's instructions, IMX cannot and does not guarantee that any data and/or information provided will not be intercepted by others and decrypted. The fact that IMX has taken such above measures is also not a guarantee or warranty that data and/or information is or will be secure.

ROLE OF IMX
IMX is not a broker or lender and does not make loans or credit decisions in connection with loans. As such, IMX is not licensed as a mortgage broker or mortgage lender. IMX does not endorse, recommend or favor the products of any participating broker or participating lender. IMX does not refer, counsel, negotiate for or assist any loan applicant, take or transmit loan applications from users, or assist any participating lender or broker in the processing or funding of any loan application. IMX is not an agent of either the consumer or any participating broker or participating lender. IMX merely provides an information exchange through which participating licensed lenders or brokers can conduct business. Consumers should rely on their own judgment in deciding which loan product best suits their needs and financial means. The selected broker or lender is solely responsible for its services to the consumer, and consumers agree that IMX shall not be liable for any damages or costs of any type arising out of or in any way connected with the use of such services. IMX is a free service to consumers. However, IMX is paid a fee by participating mortgage brokers and lenders for its facilities and services. Use of this Web site constitutes agreement with this compensation arrangement.

PAYMENT
Mortgage brokers and lenders who use IMX's facilities and services agree to pay IMX all fees or charges to their account in accordance with IMX's fees, charges, and billing terms then in effect at the time such fee or charge is due and payable. Customers must provide IMX with a valid credit card as a condition to registering for the Service. Customers must also report and pay any applicable taxes to the appropriate governmental agency. IMX will automatically renew and bill your credit card as follows: (a) every month, in advance, for monthly subscriptions or (b) upon the commencement of the annual term and then at each subsequent anniversary of that initial term for continuous annual subscriptions. The charge shall be equal to the charge most recently billed by IMX for the same services, unless IMX notifies you in writing in advance to the contrary. You will have thirty (30) days after the date that any renewal fee is posted to notify IMX that you wish to cancel your subscription, effective on receipt of such notification. IMX will not make refunds. IMX does not disclose credit card information to any third parties.

COPYRIGHT AND TRADEMARK NOTICES
All contents of this Web site are: Copyright © 2000 IMX, Inc. and/or its suppliers or participating lenders, 1445 North Loop West, Suite 865, Houston, TX 77008, U.S.A. All rights reserved. IMX Exchange® is a registered service mark of IMX. Other product and company names mentioned herein, including the names of participating lenders and brokers, may be the trademarks of their respective owners.

DISCLAIMERS AND LIMITATIONS
IMX intends that the information contained in this Web site be accurate and reliable; however, errors sometimes occur. In addition, changes and improvements to the information provided herein may be made by IMX at any time. THIS WEB SITE AND THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ASSOCIATED WITH IT ARE PROVIDED "AS IS." IMX AND/OR ITS SUPPLIERS OR PARTICIPATING BROKERS AND LENDERS DISCLAIM ANY WARRANTY OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THIS WEB SITE AND ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES PROVIDED THROUGH THIS WEB SITE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. USE OF THIS WEB SITE IS AT YOUR OWN RISK. IMX AND/OR ITS SUPPLIERS, PARTICIPATING BROKERS AND LENDERS ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS WEB SITE OR WITH THE DELAY OR INABILITY TO USE THIS WEB SITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES OBTAINED THROUGH THIS WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THIS WEB SITE, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS CONDUCT (INCLUDING INTENTIONAL MISCONDUCT, NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, EVEN IF IMX AND/OR ITS SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF IMX'S SERVICE OR THIS SITE, OR WITH ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE AND SITE.

IMX INC.'S ACCURACY OF LOAN PROGRAMS, RATES AND POINTS
IMX makes every effort to ensure the loan program information, the rates, points, and fees posted on IMX Exchange with each XpressMatch and XpressBid are accurate. IMX does not regulate or establish the information that is being disseminated by our Lender Members on IMX Exchange.

In some cases you may notice the bids being placed on your loan through IMX Exchange may not match a particular Lender's rate sheet pricing matrix. This is because the bids being posted on IMX Exchange are pre-adjusted according to the individual Lender's price adjustment rules for the particular loan program. For instance, if you have posted a loan as an investment property, the point adjustment (for example, 1.5%) will be included in the price that is posted in the bid. IMX pricing engine posts out net prices, inclusive of all Lender pricing adjustments based on the loan information you have posted.

IMX has a thorough Quality Assurance process that the Lenders follow prior to actively Trading on the IMX Exchange. Once the Lender is activated it is the responsibility of our Lender Members to maintain and change this information as required.

PRICING DETAILS DISCLAIMER
This is not a loan approval or a commitment to lend. While IMX, Inc. makes reasonable efforts to ensure that this information is accurate; the information is neither established nor regulated by IMX, Inc. Accordingly, IMX, Inc. does not guarantee the information.

PRIVACY STATEMENT

• IMX respects the privacy of its users and values their trust. IMX will do everything reasonable in its power to earn user's confidence so that users can enthusiastically use IMX's services and recommend it to friends and family.
• IMX does not sell, rent or barter mailing lists of its customers.
• IMX does request and store the names, e-mail and street addresses and telephone numbers. This information is saved in a manner that IMX believes is secure.
• For the sole purpose of assisting users in locating a participating broker, IMX may share the information provided to it with brokers participating in its program. All brokers operate under federal and state laws regarding customer privacy.
• Occasionally, IMX may provide information about a special offer from one of its promotional partners. IMX does not reveal names or addresses to that promotional partner unless a user affirmatively responds to the promotional offer.
• At a user's request, IMX will not send any information or offers.
• IMX may publicly reveal general, non-personal data about the IMX Web site, such as number of visitors, number of goods and services purchased, and other similar data and information.
• IMX may share non-personal aggregated data with other third parties for purposes of general marketing and demographic analysis.
• Any changes to IMX's privacy promise will be communicated through the IMX Web site at least ten (10) days in advance of implementation. Information collected before changes are made will be secured according to the privacy policy in effect at the time of collection.

INDEMNITY
As a condition of use of this Web site, you agree to indemnify IMX and its suppliers and participating brokers and participating lenders from and against any and all liabilities, claims, costs, expenses (including attorneys' fees) and damages arising out of or in connection with claims resulting from your use of this Web site, including without limitation any claims alleging facts that if true would constitute a breach by you of this Agreement.

LINKS TO THIRD PARTIES
This Web site may contain links to Web sites maintained by third parties. Such links are provided for your convenience and reference only. IMX does not operate or control in any respect any information, software, products or services available on such Web sites. IMX's inclusion of a link to a Web site does not imply any endorsement of the products, services or the site, its contents, or its sponsoring organization.

ERRORS AND DELAYS
IMX is not responsible for any errors or delays in responding to you caused by an incorrect e-mail address provided by you or other technical problems beyond its control.

MODIFICATIONS
IMX reserves the right to change or modify the terms and conditions of this Agreement or its policies relating to the Web site at any time and shall notify you by posting an updated version of this Agreement on the Web site. You are responsible for regularly reviewing this Agreement. Continued use of this Web site after any such changes shall constitute your consent to such changes or modifications.

GENERAL
This Agreement shall be subject to and construed in accordance with the laws of the State of California, without regarding to the choice or conflicts of laws provisions of any jurisdiction. You hereby consent to the exclusive jurisdiction and venue of federal and state courts located in San Francisco, California, USA in all disputes arising out of or relating to the use of this Web site. This Agreement constitutes the entire agreement between you and IMX and it supersedes all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between you and IMX with respect to this Web site and information, software, products and services associated with it. If any part of this Agreement is determined to be illegal, invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the illegal, invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches IMX's intent of the original provision and the remainder of the Agreement shall continue in full force and effect. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The English language version of this Agreement shall control. All rights not expressly granted herein are reserved by IMX. The section titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance. The failure of IMX to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by IMX in writing.

PLEASE PRINT OR DOWNLOAD A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

IMX, Inc.
1445 North Loop West, Suite 865
Houston, TX 77008
Telephone: 1-800-401-4639
Fax: 832-673-7130
E-Mail: memberservices@imx.com

What is IMX?
IMX, Inc. is a Delaware corporation with its corporate headquarters in Houston, Texas. As the leading provider of software solutions for the mortgage industry, IMX offers a comprehensive suite of workflow tools that enable mortgage lenders and originators to communicate and conduct business quickly and efficiently, online.

The IMX Exchange product and system is a neutral Internet-based, electronic marketplace servicing the wholesale mortgage industry. The IMX Exchange solution brings together mortgage brokers and lenders in an on-line trading community that reduces the time and cost required for search, comparison, pricing and locking of mortgage loan transactions. IMX Exchange is not a broker or lender and does not endorse, recommend or favor the products of any participating broker or lender. IMX Exchange is not an agent of you, the consumer, or any participating broker or lender. Use of IMX Exchange's service is free to you, the consumer.