CREDIT REPORT TRANSMISSION AND ACCESS MARKETING AGREEMENT


THIS CREDIT REPORT TRANSMISSION AND ACCESS MARKETING AGREEMENT ("Agreement") is
entered into this 11 day of November, 1998 by and between Fannie Mae, 3900
Wisconsin Avenue, Washington, D.C. 20016 ("Fannie Mae"), and Factual Data Corp.,
a credit reporting agency [[and] Software Vendor] ("Credit Vendor"). All defined
terms shall have the meanings ascribed to them in the Agreement.


                                   WITNESSETH:

     WHEREAS, Fannie Mae owns and markets certain database/data-processing
software and network-related applications accessible to Licensees via the
Systems;

     WHEREAS, Credit Vendor is in the business of providing and/or facilitating
the provision of Credit Reports to various participants in the mortgage lending
industry, and wishes to provide the same to Licensees and LOS End Users via the
Systems; and

     WHEREAS, Credit Vendor desires to develop the Interface to facilitate its
provision of such Credit Reports, and further wishes to market access to the
Systems via the Interface to various Technical Affiliates,

     NOW THEREFORE, for and in consideration of the mutual promises and
covenants set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Fannie Mae and Credit
Vendor, intending to be legally bound, agree as follows:


1.   DEFINITIONS.

     1.1  "Acceptance Document" shall mean a Document which contains an
          acceptance of (i) the terms contained in a Request Document, or (ii)
          any new terms contained in a Rejection Document.

     1.2  "Circuit" shall mean the third-party point-to-point telecommunications
          leased-line circuit through which Credit Vendor may obtain direct,
          dedicated access to the Systems by means of the Equipment.

     1.3  "Credit Report" shall mean any consumer credit report electronically
          transmitted by Credit Vendor and/or a Technical Affiliate to a
          Licensee or LOS End User via the Systems upon such Licensee's (or LOS
          End User's) request (including reissued consumer credit reports), and
          references to a Credit Report shall be construed to include any
          creditworthiness scores transmitted by Credit Vendor or Technical
          Affiliate, as the case may be.

     1.4  "Document" shall mean a particular electronic transmission of data
          and/or information, including a Credit Report, via the Systems in
          Fannie Mae-approved transmission formats.

     1.5  "Documentation" shall mean all documentation provided to Credit Vendor
          by Fannie Mae and/or its designee relating to the installation,
          configuration, operation and maintenance of the Equipment or the
          Circuit.
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     1.6  "Equipment" shall mean any and all hardware set forth in Exhibit C and
          any Documentation describing it.

     1.7  "Escalation Procedures" shall mean those procedures set forth in
          Exhibit B, which Credit Vendor shall follow within the time frames set
          forth therein in handling any inquiries relating to the Interface or
          Credit Report transmissions, or resolving any Incidents.

     1.8  "FCRA" shall mean the federal Fair Credit Reporting Act, codified at
          15 U.S.C.ss.ss.1681 et seq., and the Federal Trade Commission's
          Official Staff Commentary to the Fair Credit Reporting Act.

     1.9  "Incident" shall mean (i) any irregularity, error, problem or defect
          resulting from an incorrect functioning of the Interface if such
          irregularity, error, problem or defect renders the Interface incapable
          of meeting the specifications thereof or causes incorrect functions to
          occur, including, without limitation, any garbled or other defective
          transmission of a Document from the Interface to the Systems, or (ii)
          an incorrect or incomplete identification, statement or diagram in any
          documentation accompanying the Interface that causes such
          documentation to be inaccurate or incomplete in any material respect.

     1.10 "Interface" shall mean the current release of the program code
          developed, maintained and supported by Credit Vendor to facilitate the
          linkage of its own internal consumer credit report retrieval and merge
          systems (and certain of its Technical Affiliates' systems) with, and
          the transmission of Documents to and through, the Systems, and
          references to the Interface shall be construed to include those
          components and functionalities of Credit Vendor's systems and networks
          as are necessary to facilitate such linkage and transmission.

     1.11 "Licensed Software" shall mean the current release (in executable form
          only) of Fannie Mae's software product known as Desktop
          Underwriter(R), Desktop Originator(R) and Desktop Home Counselor(R),
          as applicable, including any related diagnostic software, consisting
          of machine-readable software designed to support and facilitate (i)
          electronic processing of mortgage loan applications, and (ii) the
          communication of data and Credit Reports between Credit Vendor and/or
          its Technical Affiliates, Licensees and LOS End Users. The term
          "Licensed Software" shall also include any modifications, updates,
          enhancements and releases to such software which are provided to
          Credit Vendor (in executable form only) by or on behalf of Fannie Mae
          pursuant to this Agreement.

     1.12 "Licensee" shall mean any individual or entity duly licensed by Fannie
          Mae to use the Licensed Software and/or MortgageLinks(TM), and that
          also maintains a direct, independent contractual relationship with
          Credit Vendor and/or any Technical Affiliate from which such
          individual or entity obtains a Credit Report.

     1.13 "LOS End User" shall mean any individual or entity that is not a
          Licensee, but nonetheless maintains a direct, independent contractual
          relationship with one or more LOS Vendors, Credit Vendor and/or any
          Technical Affiliate from which such individual or entity obtains a
          Credit Report.

     1.14 "Losses" shall mean any liabilities, claims, actions, suits,
          proceedings, judgments, losses, damages, deficiencies, costs and
          expenses. However, the term "Losses" shall

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          not include legal and other expenses incurred in defending an
          indemnifiable claim under Sections 4.2, 8.8, 14.1 or 14.2 for which
          the financial responsibilities of the parties are specified in Section
          15.

     1.15 "LOS Vendor" shall mean a third-party loan origination software vendor
          integrated with one or more of the Systems (by means of Fannie Mae's
          service-based architecture or otherwise), and through the software of
          which a Credit Report is requested and received by a Licensee or LOS
          End User.

     1.16 "Marks" shall mean a party's registered or unregistered trade names,
          trademarks, logos and service marks. Without limiting the generality
          of the foregoing, Credit Vendor acknowledges that Fannie Mae's Marks
          include "Fannie Mae(R)," "MORNET(R)," "MORNETPlus(R),"
          "MortgageLinks(TM)," "Desktop Underwriter(R)," "Desktop Originator(R)"
          and "Desktop Home Counselor(R)."

     1.17 "MORNETPlus(R) Network" shall mean the value-added network operated by
          Fannie Mae for the mortgage industry, and references to the
          MORNETPlus(R) Network shall be construed to mean references to the
          Specifications and the Licensed Software.

     1.18 "MortgageLinks(TM)" shall mean the current release, in each instance,
          of each application developed by Fannie Mae and accessible by various
          means, including through the MORNETPlus(R) Network, that facilitates
          the transmission and, where applicable, translation of products and
          services, including Credit Reports, between and among Fannie Mae,
          Credit Vendor (and/or its Technical Affiliates), Licensees and LOS End
          Users in a flat file, ANSI-approved, X12 EDI format and/or other
          Fannie Mae-approved transmission formats.

     1.19 "Proprietary Information" of a party shall mean (i) information
          disclosed by such party relating to product development strategy and
          activity, corporate assessments and strategic plans, financial and
          statistical information, accounting information, software, systems,
          processes, formulae, inventions, discoveries, policies, guidelines,
          procedures, practices, disputes or litigation, including, without
          limitation, any network address provided by Fannie Mae and/or its
          designee to Credit Vendor to facilitate Credit Vendor's access to the
          Systems, (ii) other confidential, proprietary or trade secret
          information disclosed by such party that is identified in writing as
          such at the time of its disclosure, (iii) all other confidential,
          proprietary or trade secret information disclosed by such party, which
          a reasonable person employed in the mortgage industry would recognize
          as such, (iv) information relating to such party's employees,
          contractors or customers which, if released, would cause an unlawful
          or actionable invasion of privacy, and (v) any compilation or summary
          of information or data that is itself Proprietary Information. For
          purposes of this Agreement, information shall be deemed to be
          disclosed by a party if such information is disclosed by any of its
          affiliates, partners, officers, employees, directors, agents,
          contractors, representatives, successors or assigns.

     1.20 "Rejection Document" shall mean a Document which contains a rejection
          of the terms offered in a Request Document and may contain an offer of
          different terms.

     1.21 "Request Document" shall mean a Document which contains a Licensee's
          or LOS End User's request for a Credit Report.

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     1.22 "Service Charges" shall mean those fees set forth in Exhibit A that
          are assessed by Fannie Mae against Credit Vendor, the purpose of which
          is to assist in the recoupment of costs and expenses incurred by
          Fannie Mae in connection with its application development and support,
          and, if applicable, provision and maintenance of the Equipment, the
          Circuit and related interfaces to facilitate the transmission of
          Credit Reports.

     1.23 "Signature" shall mean an electronic identification consisting of
          symbol(s) or code(s) specified from time to time by Fannie Mae which
          shall be affixed to or contained in each Document, and may be included
          in an electronic mail envelope in which such Document is transmitted.

     1.24 "Site" shall mean each location designated by Credit Vendor to which
          the Equipment shall be delivered by Fannie Mae and/or its designee.

     1.25 "Specifications" shall mean those technical specifications and
          protocols relating to the Systems and Credit Report data formats that
          are defined and made available to Credit Vendor by Fannie Mae such
          that, when properly utilized by Credit Vendor, should facilitate
          Credit Vendor's development and maintenance of the Interface and the
          transmission of Credit Reports in a format and manner acceptable to
          Fannie Mae, and shall include, without limitation, Fannie Mae's
          "Credit Agency Systems Integration Guide," as amended from time to
          time.

     1.26 "Stipulated Loss Value" shall mean the value of each item of
          Equipment, stipulated and agreed to by Credit Vendor and Fannie Mae
          and set forth in Exhibit C, which Credit Vendor shall pay to Fannie
          Mae in the event of loss or damage to the particular item of
          Equipment, as set forth in Section 3.9 of this Agreement.

     1.27 "Systems" shall mean MortgageLinks(TM)and the MORNETPlus(R)Network.

     1.28 "Technical Affiliate" shall mean any credit reporting agency or other
          credit reporting entity to which Credit Vendor, in its sole
          discretion, provides access to the Systems; provided, however, that
          the term "Technical Affiliate" shall not be construed as implying any
          particular form of legal relationship between Credit Vendor and such
          Technical Affiliate.

     1.29 "Third-Party Licensor" shall mean any third party which licenses or
          otherwise conveys the right to use and/or distribute the Equipment,
          the Circuit, and/or any component of the Systems, owned or otherwise
          furnished by such third party, to Fannie Mae, including, but not
          limited to, any third party that licenses or otherwise conveys to
          Fannie Mae the right to provide remote access to its hardware,
          software, data, services or other materials.


2.   OWNERSHIP.

     2.1  Systems, Equipment, Circuit and Interface. Credit Vendor agrees that
          title and all ownership rights to the Systems, the Equipment and the
          Circuit, including the Licensed Software and all copies thereof made
          by Credit Vendor hereunder, and any and all copyrights, trademarks,
          trade names, trade secret or patent rights, if any, therein shall
          reside in Fannie Mae or its Third-Party Licensors, as the case may be.
          Credit Vendor further acknowledges that (i) the Systems, the Equipment
          and the

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          Circuit are protected by copyright and other intellectual property
          laws and by international treaties, and (ii) Credit Vendor has no
          rights in the Systems, the Equipment or the Circuit, except those
          expressly granted by this Agreement. Fannie Mae agrees that title and
          all ownership rights to the Interface, including all copies thereof
          made by Fannie Mae hereunder, and any and all copyrights, trademarks,
          trade names, trade secret or patent rights, if any, therein shall
          reside in Credit Vendor or its third-party licensors, as the case may
          be. Fannie Mae further acknowledges that (i) the Interface is
          protected by copyright and other intellectual property laws and by
          international treaties, and (ii) Fannie Mae has no rights in the
          Interface, except those expressly granted by this Agreement.

     2.2  Protection. Each party will take all reasonable measures requested by
          the other, and as otherwise provided in this Agreement, to protect the
          Systems, the Equipment, the Circuit and the Interface from any use,
          reproduction, publication, disclosure or distribution, except as
          specifically authorized by this Agreement.

     2.3  Notices. Each party agrees that it shall not remove, alter, cover or
          distort a copyright, trademark or other proprietary rights notice
          placed by the other party or any third-party licensor in or on any
          component of the Systems, the Equipment, the Circuit or the Interface.


3.   GRANT OF RIGHTS AND LEASED-LINE ELECTION; LIMITATIONS AND OTHER CONDITIONS
     OF USE.

     3.1  License to Use Specifications and Systems. Fannie Mae hereby grants to
          Credit Vendor a nonexclusive nontransferable license for the duration
          of this Agreement to (a) use the Specifications, (b) load and use the
          Licensed Software on two Credit Vendor computers, and (c) access and
          use the Systems solely and exclusively in each instance (i) for and in
          connection with its development and testing of the Interface, (ii) to
          market Systems capability to actual and potential Licensees and LOS
          End Users in accordance with Section 11, and (iii) to provide Credit
          Reports to Licensees and LOS End Users, whether directly or through
          its Technical Affiliates. Credit Vendor shall have the right to copy
          the Licensed Software only as is necessary to exercise the foregoing
          limited license, for backup and archival purposes and as otherwise
          necessary under Section 4.1. Fannie Mae shall deliver one copy of the
          Licensed Software in object code form, accompanied by one set of
          end-user documentation, sufficient to allow Credit Vendor's operation
          of the Licensed Software. Credit Vendor agrees that it shall provide,
          and shall require its Technical Affiliates to provide, only fictional
          credit reports, and not "live" Credit Reports, in connection with the
          uses permitted under Sections 3.1(c)(i) and 3.1(c)(ii), and only by
          means of Fannie Mae-provided test loan accounts and files for use as
          permitted under such Sections. Credit Vendor's access to and use of
          the Systems for such development, testing and marketing purposes shall
          be at no additional charge or cost to Credit Vendor, but shall be
          limited to one hundred (100) hours in each calendar month.

     3.2  Credit Vendor Leased-Line Election. At its option, Credit Vendor may
          elect to provide and manage its own dedicated leased-line access to
          the Systems by directly procuring equipment and circuits similar to
          the Equipment and Circuit. In such event, Fannie Mae shall provide to
          Credit Vendor special port access to the Systems. Fannie Mae shall
          have no obligation or liability to Credit Vendor or any third party
          with regard to any equipment or circuit managed by Credit Vendor or a
          third party pursuant to Credit Vendor's election under this Section
          3.2. In the event Credit Vendor makes the

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          election referenced in this Section 3.2, Credit Vendor shall remain
          liable to Fannie Mae for the applicable fees as set forth in Section 7
          and Exhibit "A". The following Sections of this Agreement shall not
          apply to the extent Credit Vendor elects to provide and manage its own
          equipment and circuits pursuant to this Section 3.2: 2 (but only with
          respect to references to the Equipment and/or Circuit), 3.1, 3.4 (but
          only with respect to references to the Equipment and/or Circuit), 3.5,
          3.6, 3.7 (first and second sentences only), 3.8, 3.9, 3.10, 5 (but
          only with respect to references to the Equipment and Circuit),
          12.1(iv) and Exhibit "C."

     3.3  Equipment Lease. To the extent that Credit Vendor does not elect to
          provide and manage its own circuit and equipment, Fannie Mae hereby
          leases the Equipment to Credit Vendor for use at the Site in
          accordance with the terms and conditions of this Agreement. Credit
          Vendor shall use the Equipment in a careful and proper manner to
          facilitate Credit Vendor's connection to the Systems via its Interface
          and the Circuit, and shall comply fully with all laws and regulations
          applicable to the possession and use of the Equipment.

     3.4  Limitations on Use; Compliance with Guidelines. The Circuit shall be
          used to facilitate the transmission of Credit Reports from Credit
          Vendor and its Technical Affiliates to Licensees and LOS End Users via
          the Interface, the Systems and LOS Vendors. Credit Vendor shall not
          (i) move the Equipment to any location other than the Site without the
          prior express written approval of Fannie Mae, (ii) sell, lease,
          sublease or distribute the Equipment to any person, firm or entity,
          (iii) remove, alter or destroy any labels, plates or markings located
          in or on the Equipment, (iv) disassemble, reverse engineer or
          otherwise tamper with the Systems or the Equipment, (v) resell or
          otherwise provide to a third party (other than a Technical Affiliate)
          any access to the Systems or the Circuit, (vi) oversubscribe any port
          access provided Credit Vendor under this Agreement, or (vii) attempt
          any of the foregoing. If Credit Vendor's usage of the Circuit
          increases such that Fannie Mae, in its sole discretion, determines
          that such increased usage will necessitate an increase in Circuit
          capacity, Credit Vendor agrees that it shall upgrade its Circuit
          capacity when and in the manner reasonably requested by Fannie Mae.
          Credit Vendor further agrees that it shall comply with all other
          technical requirements and guidelines issued by Fannie Mae or its
          designee relating to the Equipment, the Circuit, or the Network
          Contingency (as defined in Section 3.7 below), or, to the extent
          Credit Vendor makes the election pursuant to Section 3.2 above, the
          interface of Credit Vendor's separately managed equipment and circuit
          with the Systems.

     3.5  Security; Conformity to Standards. Credit Vendor shall maintain the
          Equipment in a safe and secure place at all times and in accordance
          with the Site preparation and environmental standards set forth in
          Exhibit C, and shall employ all measures reasonably necessary to
          ensure the continued safety, security and maintenance of the Equipment
          in accordance with such standards.

     3.6  Personnel Requirements. Credit Vendor shall be responsible for
          providing personnel who are knowledgeable in network communications to
          assist Fannie Mae and/or its designee in the installation of the
          Equipment upon Fannie Mae's reasonable request and within a reasonable
          period of time after any such request.

     3.7  Network Addresses; Network Contingency. In addition to, and not in
          limitation of, its obligations under Section 10.1 below, Credit Vendor
          agrees that it shall use any network address obtained under or in
          connection with this Agreement solely to

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          facilitate its access to the Systems, and for no other purpose. Credit
          Vendor agrees that it shall maintain, on a contingency basis, that
          number of workstation-linked modems or LAN-to-LAN ISDN lines providing
          immediate alternative access to the Systems which Credit Vendor
          believes will permit it to continue meeting its business needs in the
          event of a Circuit failure (the "Network Contingency"). Credit Vendor
          agrees that it shall be solely responsible for maintaining a separate
          relationship with a local service provider, and for the payment of any
          charges assessed against Credit Vendor by such provider relative to
          Credit Vendor's use of the Network Contingency.

     3.8  Fannie Mae Access. Credit Vendor agrees that it shall provide Fannie
          Mae and/or its designee with reasonable access to the Site in order to
          (i) inspect the Equipment as Fannie Mae and/or its designee deems
          necessary, upon the provision of three (3) days' prior notice, and
          (ii) repair or otherwise maintain the Equipment upon the provision of
          such notice as Fannie Mae and/or its designee deem(s) appropriate
          under the circumstances. Credit Vendor also agrees to reasonably
          cooperate with Fannie Mae and/or its designee in their efforts to
          maintain the Equipment.

     3.9  Loss and Damage. Upon installation, Credit Vendor assumes and shall
          bear the entire risk of loss and damage to the Equipment for any cause
          which is not the fault of Fannie Mae and/or its designee. In the event
          of loss or damage of any kind for which Credit Vendor bears such risk
          as to any item of Equipment, Credit Vendor shall either (i) place the
          same in good repair, condition and working order or (ii) if, in the
          reasonable judgment of Fannie Mae, the Equipment is determined to be
          lost, stolen, destroyed or damaged beyond repair, Credit Vendor shall
          pay Fannie Mae the Stipulated Loss Value. Upon payment of the
          Stipulated Loss Value, this Agreement shall terminate with respect to
          such item of Equipment. Credit Vendor thereupon shall become entitled
          to ownership of such item of Equipment as-is-where-is without
          warranty, express or implied, with respect to any matter whatsoever.

     3.10 Insurance. Credit Vendor shall insure the Equipment against loss or
          damage, which insurance shall become effective on the date on which
          installation has been completed. The insurance also shall cover Fannie
          Mae as its interests may appear. The amount of said insurance shall be
          no less than the aggregate Stipulated Loss Value of the Equipment.
          Upon execution of this Agreement, Credit Vendor shall provide Fannie
          Mae with a certificate of insurance from a company acceptable to
          Fannie Mae which evidences compliance with the requirements of this
          Section 3.10.


4.   TECHNICAL AFFILIATES; INTERFACE DEVELOPMENT AND TESTING, MAINTENANCE AND
     SUPPORT.

     4.1  Technical Affiliates. Credit Vendor agrees that, within sixty (60)
          days of its execution of this Agreement, it shall develop a program
          (the "Affiliate Program") through which it shall provide access to the
          Systems to its Technical Affiliates in order to facilitate the
          provision of Credit Reports to certain Licensees and LOS End Users
          pursuant to separate, independently negotiated agreements between
          Credit Vendor and each such Technical Affiliate (each, an "Affiliate
          Agreement"). The Affiliate Program shall contain goals that are
          reasonably acceptable to Fannie Mae and that relate to, among other
          things, a minimum number of Technical Affiliates to be added by Credit
          Vendor, and the timelines within which such additions are to occur.
          Credit Vendor further agrees that (i) access shall be through the
          Interface only, (ii) Credit Vendor shall be solely responsible for and
          shall manage all business, legal, public relations (subject to Section
          11), financial, technical, operational and all other aspects of its
          relationship with each

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          Technical Affiliate, including, without limitation, the provision and
          management of all training, support, software (including the Licensed
          Software), hardware, communications lines and all other items required
          to successfully implement Systems access to each Technical Affiliate,
          (iii) Fannie Mae shall have no responsibility or obligation arising
          from Credit Vendor's election to provide access to the Systems through
          its Interface to any Technical Affiliate, and (iv) it shall enter into
          Affiliate Agreements, each of which includes provisions conforming
          substantially to those set forth in Exhibit D. In addition, Credit
          Vendor's rights and obligations arising under Sections 2, 3, 4.4, 5.1,
          5.2, 5.3, 5.15, 6, 8, 9, 10, 11, 12, 13, 14 and 15 of this Agreement
          shall extend to a Technical Affiliate, and Credit Vendor hereby
          guarantees full performance by each Technical Affiliate of all
          applicable obligations set forth in this Agreement and shall retain
          all obligations and liabilities under this Agreement in connection
          with the use of the Systems by a Technical Affiliate. The parties
          acknowledge and agree that the rights granted under this Section 4.1
          shall not extend to subsidiaries or affiliates of any Technical
          Affiliates, as such.

     4.2  Additional Credit Vendor Obligations Regarding Technical Affiliates.
          Without limiting the generality of Credit Vendor's obligations set
          forth in Section 4.1, Credit Vendor agrees to ensure that Credit
          Vendor and/or each of its respective Technical Affiliates provide all
          Licensee, LOS End User and consumer support, including such support as
          relates to clarification of Credit Report inquiries and error
          corrections relative thereto, and the provision of subsequent
          corrected Credit Reports requested by a Licensee or LOS End User.
          Credit Vendor further agrees that any such corrected Credit Report
          transmitted across the Systems for use in the Licensed Software shall
          not be a "supplemental" report, as that term is used in the industry,
          but rather, shall be an original remerged Credit Report. In any event,
          Credit Vendor agrees that it and its Technical Affiliates shall (i)
          use the highest standards in the industry to investigate and correct
          any consumer or other claims of erroneous data appearing in a Credit
          Report, and (ii) notwithstanding the provisions of Section 13,
          indemnify and hold Fannie Mae harmless from and against any Losses
          which arise out of or result from any Credit Vendor breach of Section
          4.1(iv) and/or incorrect or improper adjustments to a Credit Report by
          Credit Vendor or a Technical Affiliate. Credit Vendor further agrees
          that (i) the Performance Levels shall not be degraded by the addition
          of any Technical Affiliate, (ii) Credit Vendor shall use all means,
          contractual or otherwise, to ensure that each Technical Affiliate
          performs in a manner that does not degrade the Performance Levels,
          compliance with which Credit Vendor shall remain solely responsible to
          Fannie Mae, and (iii) Credit Vendor shall be liable for any act or
          omission of a Technical Affiliate arising out of or resulting from
          such Technical Affiliate's access to the Systems, including, without
          limitation, such liability as would arise from Credit Vendor's own act
          or omission under Sections 2, 3, 4.2, 4.4, 5, 6.1, 6.2, 7.3, 8, 10,
          11, 13, 14, 15, 16 and 17.

     4.3  Interface Development, Testing and Maintenance. Credit Vendor agrees
          that it shall develop the Interface at its own direction, cost and
          expense in accordance with the Specifications and a project plan
          demonstrating to Fannie Mae's satisfaction Credit Vendor's capacity to
          complete integration and testing and enter a production environment by
          no later than the date set forth therein (the "Project Plan").
          Notwithstanding the provisions of Section 16.2, failure to meet any
          milestone or deliverable set forth in the Project Plan may result in
          immediate termination of this Agreement, and the forfeiture of any
          monies owing and/or paid to Fannie Mae up to the point of termination.
          Fannie Mae shall test the Interface, advise Credit Vendor of any
          incompatibility with the Systems, and verify functionality once
          Interface

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          development is completed. Credit Vendor shall, at its own expense and
          as part of its ongoing business activity, provide and maintain all
          necessary Interface and related hardware, software and testing
          necessary for it to effectively and reliably transmit Credit Reports,
          other than the Equipment and any testing and support directly related
          to the Equipment and the Circuit. Credit Vendor agrees that it shall
          provide and use only fictional credit reports in connection with all
          Interface testing and maintenance, except as otherwise directed by
          Fannie Mae. Credit Vendor agrees to maintain sufficient fictional
          credit reports to satisfy Credit Vendor's uses of the same under
          Sections 3.1(c)(i) and 3.1(c)(ii), as well as the testing of Fannie
          Mae underwriting requirements. Credit Vendor agrees to establish a
          reasonable number of additional fictional credit reports at the
          request of Fannie Mae within a reasonable time frame. Credit Vendor
          further agrees that it shall implement and maintain security and
          related procedures to ensure that test accounts so designated by
          Fannie Mae receive only fictional credit reports and never obtain
          "live" Credit Reports. Credit Vendor shall be solely responsible for
          the accuracy, technical sufficiency and functionality of the Interface
          such that compatibility with the Systems is fully maintained for the
          duration of this Agreement.

     4.4  Technical Support. Credit Vendor agrees that, at its own expense and
          as part of its ongoing business activity, it shall make sufficient
          qualified personnel available to Fannie Mae to handle technical and
          other questions relating to the Interface and transmission of the
          Credit Reports and other Documents as set forth in Exhibit B, and
          shall respond to and resolve each Incident within the time frames set
          forth in Exhibit B.


5.   CREDIT REPORT TRANSMISSIONS AND APPLICABLE STANDARDS; LICENSEE ACCEPTANCE.

     5.1  Credit Report Format and Transmission Speed. Credit Vendor agrees that
          it shall adopt, and shall require its Technical Affiliates to adopt,
          any output format and/or result for the Credit Reports reasonably
          required by Fannie Mae. In addition, Credit Vendor agrees that, upon
          Fannie Mae's request, it shall provide any unique identifying
          characteristic(s) generated by (or provided to) a repository tending
          to reveal the source of the consumer credit data and/or credit score
          that Credit Vendor utilizes in generating the Credit Report associated
          with such data and/or score. Credit Vendor further agrees that it
          shall conform its merge logic to effect the adoption of such format
          and/or result, including, without limitation, the inclusion of Beacon,
          Experian FICO and/or Empirica credit scores in each such Credit
          Report. In addition to and not in limitation of the foregoing, each
          Credit Report and other Document shall be developed and transmitted in
          accordance with all standards and other requirements set forth or
          otherwise referenced in the Specifications. Credit Vendor agrees that
          it shall cause each Credit Report (whether 3-in-file, 2-in-file or
          single-in-file) to be transmitted by Credit Vendor and/or its
          Technical Affiliate, as the case may require, to any Licensee or LOS
          End User requesting the same within that time frame set forth in
          Exhibit B (the "Transmission Speed").

     5.2  Modifications. If Fannie Mae makes any changes to the Systems such
          that a Credit Report format is required to be changed, or Interface
          functionality is affected, such as, for example, any changes in merge
          logic are required, Fannie Mae shall advise and provide new
          Specifications to Credit Vendor as soon as practicable, but in no
          event less than sixty (60) days prior to the effective date of any
          such modification of the Systems. During this 60-day period, Credit
          Vendor shall cause the output format

                                      -9-

<PAGE>

          and/or result of the Credit Reports to be conformed to that reasonably
          required by Fannie Mae, and shall make any modifications to the
          Interface as are required to maintain compatibility between the
          modified Systems and the Interface. If Credit Vendor is unable to
          effect such conforming changes by the date on which the Systems is
          modified, Fannie Mae may declare Credit Vendor in default, and the
          provisions of Section 16.2 shall apply.

     5.3  Reissued/Duplicate Credit Reports. Credit Vendor agrees that it shall
          provide (and it shall require each Technical Affiliate to provide) to
          any requesting Licensee or LOS End User, or to any "joint user" or
          "agent" (as those terms are defined in the FCRA) of Licensee or LOS
          End User (i) a duplicate 3-in-file merged Credit Report based on a
          common identity of name, social security number and/or other
          consumer-identifiable characteristics (a "Duplicate Report"), and/or
          (ii) a reissued 3-in-file Credit Report based on a common reference
          number (a "Reissued Report"), where such characteristics or reference
          number are provided in the initial Credit Report previously provided
          to Licensee or LOS End User by Credit Vendor (or by the same Technical
          Affiliate), regardless of the means by which such Licensee or LOS End
          User obtained any such prior report. Credit Vendor further agrees that
          all such Duplicate and/or Reissued Reports shall be provided to a
          party requesting the same within ninety (90) days of the date on which
          the corresponding original Credit Report (or other consumer report)
          was first issued to a Licensee or LOS End User. Reissued and Duplicate
          Reports shall in all instances be provided without being noted as
          inquiries in any such Report or subsequent consumer credit report of
          the consumer which is the subject of the Duplicate and/or Reissued
          Report.

     5.4  Separate Agreement. Credit Vendor shall maintain a separate
          contractual relationship with each Licensee and LOS End User to which
          Credit Vendor transmits a Credit Report (the "Separate Agreement").
          Credit Vendor may agree in any such Separate Agreement to terms
          governing transactions with a Licensee or LOS End User which are
          different from those set forth in Sections 5.5, 5.6 and 5.7 below.

     5.5  Transmission of Documents. Credit Vendor shall transmit (i) a
          functional acknowledgement to a Licensee or LOS End User evidencing
          the Credit Vendor's receipt of a Request Document within a reasonable
          period of time, and (ii) either an Acceptance or Rejection Document to
          the Licensee or LOS End User within a reasonable period of time.

     5.6  Acceptance and Performance. If an Acceptance Document is required for
          the acceptance of a Document, a properly received Document shall not
          give rise to any obligation unless and until the party initially
          transmitting such Document has properly received in return an
          Acceptance Document. In the event a Licensee or LOS End User desires
          to accept new terms provided in a Rejection Document, such Licensee or
          LOS End User shall transmit an Acceptance Document to Credit Vendor.
          Upon Credit Vendor's final acceptance of any Credit Report request as
          described herein, Credit Vendor shall transmit its Credit Report to
          such Licensee or LOS End User within a reasonable period of time, and,
          in any event, so as to meet or exceed the Transmission Speed.

     5.7  Proper Receipt. No Document shall give rise to any obligation until
          properly received by the party to which the Document is transmitted.
          Proper receipt of a Document shall occur when such Document is
          delivered to the recipient. Whether or not proper receipt of a
          Document has in fact occurred and the exact time at which proper
          receipt of a

                                      -10-

<PAGE>

          Document has in fact occurred and the exact time at which proper
          receipt of a Document occurs shall be determined by Fannie Mae by
          reference to its Systems transaction records and applicable Systems
          procedures. Such Fannie Mae determinations shall be conclusive and
          binding on Credit Vendor, LOS End Users and Licensees. Credit Vendor
          agrees not to contest any such Fannie Mae determination.

     5.8  Grant of License. Credit Vendor understands and agrees that in
          providing a Credit Report to a Licensee or LOS End User upon its
          request, Credit Vendor effectively grants to such Licensee or LOS End
          User a nonexclusive license to use, and to copy for such use, any such
          Credit Report.

     5.9  Garbled Transmissions; Notification. If Credit Vendor receives a
          Document in an unintelligible or garbled form, it shall promptly
          notify the transmitting Licensee or LOS End User (if identifiable from
          the received Document) and Fannie Mae in a reasonable manner and
          within a reasonable period of time.

     5.10 Signatures. Credit Vendor shall adopt a Signature to be affixed to or
          contained in each Document transmitted by Credit Vendor. Credit Vendor
          agrees that (i) any Licensee or LOS End User Signature affixed to or
          contained in any Document shall be sufficient to verify that the
          Licensee or LOS End User associated with the Signature transmitted
          such Document, and (ii) any Credit Vendor Signature affixed to or
          contained in any Document shall be sufficient to verify that Credit
          Vendor transmitted such Document. Notwithstanding any provision to the
          contrary in this Agreement, neither Credit Vendor nor Fannie Mae shall
          disclose the Signatures of either party or those of any Licensee or
          LOS End User to any unauthorized person.

     5.11 Intent of Parties. The terms and conditions of this Agreement have
          been agreed upon by the parties to evidence their mutual intent to
          facilitate the purchase and sale of Credit Reports through the
          electronic transmission and receipt of Documents by and between Credit
          Vendor, LOS End Users, LOS Vendors and Licensees utilizing the
          Systems. Except as otherwise required herein, the substantive terms of
          such purchases and sales shall be generally governed by other
          agreements between Credit Vendor and any given Licensee or LOS End
          User, including, without limitation, any Separate Agreement(s).

     5.12 Signed Documents. Any Document properly transmitted pursuant to this
          Agreement shall be considered to be a "writing" or "in writing"; and
          any such Document when containing, or to which there is affixed, a
          Signature (a "Signed Document") shall be deemed for all purposes (i)
          to have been "signed" and (ii) to constitute an "original" when
          printed from electronic files or records established and maintained in
          the normal course of business.

     5.13 Course of Dealing. The conduct of Credit Vendor, LOS Vendors, LOS End
          Users, Fannie Mae and its Licensees in accordance with this Agreement
          and any Separate Agreement or other agreement, including the use of
          Signed Documents properly transmitted pursuant to this Agreement and
          any Separate Agreement or other agreement, shall evidence a course of
          dealing and course of performance accepted by Credit Vendor, LOS
          Vendors, LOS End Users, Fannie Mae and its Licensees for the exclusive
          purpose of establishing the enforceability and validity of contracts
          formed by the electronic transmission and receipt of Documents.

     5.14 No Contest of Validity, Enforceability or Admissibility. Credit Vendor
          agrees not to contest the validity or enforceability of Signed
          Documents under the provisions of any applicable law relating to
          whether certain agreements are to be in writing or signed by

                                      -11-

<PAGE>

          the party to be bound thereby. Signed Documents, if introduced as
          evidence on paper in any judicial, arbitration, mediation or
          administrative proceedings, will be admissible as between the parties
          to the controversy to the same extent and under the same conditions as
          other business records originated and maintained in documentary form.
          Neither party shall contest the admissibility of copies of Signed
          Documents under either the business records exception to the hearsay
          rule or the best evidence rule on the basis that the Signed Documents
          were not originated or maintained in documentary form.

     5.15 Licensee Acceptance; Priority of Terms; Registration. Credit Vendor
          agrees that it shall enter into a Separate Agreement with each
          Licensee referred to Credit Vendor by Fannie Mae, except where any
          such Licensee has (i) breached any separate agreement previously
          entered into between Credit Vendor and such Licensee, or (ii) failed
          to meet Credit Vendor's credit standards applicable to entities
          similarly situated to such Licensee. Credit Vendor shall likewise
          require each Technical Affiliate to enter into a direct, independent
          contractual relationship with each Licensee referred to each such
          Technical Affiliate by Fannie Mae through Credit Vendor. Credit Vendor
          shall transmit Credit Reports to each Licensee upon such Licensee's
          request for the same in accordance with the Separate Agreement and
          this Agreement, and shall likewise require the same of each Technical
          Affiliate. In the event of any conflict between the terms and
          conditions of either such Separate Agreement and the terms and
          conditions of this Agreement, the terms and conditions of this
          Agreement shall prevail to the extent that Fannie Mae's or a
          Licensee's interests are thereby served. With respect to all Licensees
          that register with Credit Vendor or any Technical Affiliate, Credit
          Vendor agrees that it shall provide Fannie Mae with evidence of such
          registration via e-mail, facsimile, or as otherwise directed by Fannie
          Mae within twenty four (24) hours of each such registration.


6.   PERFORMANCE LEVELS.

     6.1  General. In fulfilling its obligations under this Agreement, Credit
          Vendor shall perform in accordance with the Transmission Speed and all
          other Credit Report, Interface development and testing, maintenance,
          and Incident response, resolution and other support standards and
          timelines, including such standards as are set forth in Sections 4, 5
          and Exhibit B (the "Performance Levels").

     6.2  Failure to Perform. If Credit Vendor fails to meet any Performance
          Level, Credit Vendor shall immediately (i) investigate and report to
          Fannie Mae on the cause(s) of the failure; (ii) prepare an action plan
          for Fannie Mae's approval to correct the failure (except as otherwise
          provided in Exhibit B), (iii) advise Fannie Mae, as and to the extent
          requested by Fannie Mae, of the status of remedial efforts being
          undertaken with respect to such failure, (iv) correct the failure and
          begin meeting the Performance Levels, and (v) take appropriate
          preventive measures so that the failure does not recur. In addition,
          each failure to meet a Performance Level shall entitle Fannie Mae to
          receive liquidated damages from Credit Vendor as provided in Exhibit
          B.

     6.3  Measurement and Monitoring Tools. Credit Vendor shall utilize the
          necessary measurement and monitoring tools and procedures required to
          measure and report Credit Vendor's performance against all Performance
          Levels (except with respect to Transmission Speeds, for the
          measurement of which Fannie Mae shall be solely responsible). Such
          measurement and monitoring shall permit reporting at a level of

                                      -12-

<PAGE>

          detail sufficient to verify compliance with the Performance Levels.
          Credit Vendor shall provide Fannie Mae with information and access to
          such tools and procedures, upon request, for purposes of verification.
          Fannie Mae also shall monitor and measure Committed Availability (as
          defined in Exhibit B) and Incident resolution and other support
          Performance Levels. Any discrepancy between Credit Vendor and Fannie
          Mae measurements of the Performance Levels set forth in the preceding
          sentence shall be resolved by reference to Fannie Mae's measurement
          and monitoring tools and procedures.


7.   CHARGES AND PAYMENT.

     7.1  Service Charges; Billing and Payment; Taxes. Credit Vendor agrees to
          pay all Service Charges set forth on Exhibit A, which charges are
          subject to change by Fannie Mae upon sixty (60) days' written notice
          to Credit Vendor. Except as provided below, all Service Charges
          incurred by Credit Vendor shall, at Fannie Mae's election, be either
          (i) invoiced monthly in arrears by Fannie Mae, with payment due upon
          Credit Vendor's receipt of an invoice, or (ii) calculated by Credit
          Vendor in accordance with Exhibit A and remitted to Fannie Mae within
          ten (10) calendar days of the end of each calendar month accompanied
          by a statement prepared by Credit Vendor indicating the basis for such
          payment (in which event, payment shall be due ten (10) calendar days
          of the end of each calendar month regardless of whether or when Credit
          Vendor remits such payment and statement). Accounts not paid within
          thirty (30) days of the date on which the account becomes due shall be
          deemed delinquent and are subject to late charges at a variable annual
          rate that is three (3) percentage points above the prime rate
          published in the Wall Street Journal, or at the maximum rate permitted
          by law, whichever is less, commencing thirty (30) days from (i) the
          date of any invoice generated by Fannie Mae, or (ii) ten (10) calendar
          days after the end of a calendar month for any Service Charges accrued
          in such month but not remitted to Fannie Mae as set forth above, plus
          all costs of collection, including without limitation, reasonable
          attorneys' fees. Fannie Mae reserves the right to suspend Credit
          Vendor's access to the Systems and the Circuit upon the provision of
          thirty (30) days' written notice to Credit Vendor if Credit Vendor's
          account is delinquent. Credit Vendor agrees that it shall be liable
          for all current and future sales, telecommunications and other taxes
          and surcharges arising in connection with the Service Charges, except
          for any taxes assessed by governmental authorities against Fannie
          Mae's net income.

     7.2  Audit. Credit Vendor agrees that it shall cooperate fully with Fannie
          Mae or its designee to make available such records, information and
          documentation as may be reasonably required to document Credit
          Vendor's compliance with the terms and conditions of this Agreement,
          including without limitation, Section 7.1 and Exhibits A and B. Credit
          Vendor agrees that it shall designate and make available to Fannie Mae
          a contact person for compliance issues and billing purposes.

     7.3  Licensee/LOS End User Billing. Credit Vendor shall cause each Licensee
          and LOS End User to be invoiced solely in accordance with the
          provisions of any contract between such Licensee (or LOS End User) and
          Credit Vendor (or a Technical Affiliate, as the case may be). Fannie
          Mae shall not be obligated to, and does not guaranty or otherwise
          ensure the payment of, or indemnify Credit Vendor for the non-payment
          of, any such invoice.

                                      -13-

<PAGE>

8.   WARRANTIES.

     Credit Vendor represents and warrants the following to Fannie Mae, upon
     which Fannie Mae relies in entering into this Agreement:

     8.1  Authorization; No Litigation. Credit Vendor possesses all necessary
          rights and authorizations to enter into and perform its obligations
          under this Agreement, and neither the Interface nor the intellectual
          property or other proprietary Credit Vendor interest forming the basis
          of any Credit Report is presently subject to any threatened, pending
          or actual litigation.

     8.2  Compliance. Development of the Interface and transmission of all
          Credit Reports, and the provision of technical, consumer and other
          assistance in connection with the same, shall comply with all
          applicable laws, rules and regulations, and, except as set forth in
          Section 4.2, shall fully conform to all commonly accepted standards
          and practices in the industry. Credit Vendor's use of the Systems, the
          Equipment and the Circuit shall comply with all applicable laws, rules
          and regulations.

     8.3  Non-Infringement. Credit Vendor's development and maintenance of the
          Interface and all other Credit Vendor performance under this Agreement
          shall not in any way constitute infringement or other violation of any
          copyright, trade secret, trade or service mark (whether or not
          registered), patent, design right, proprietary information or any
          other intellectual property rights or other rights of any third party.

     8.4  Security. Credit Vendor has established and maintains security
          procedures that are reasonably sufficient to ensure that (i) only
          fictional credit reports are transmitted to test accounts so
          designated by Fannie Mae as required by Section 4.3, (ii) Credit
          Vendor's Credit Report transmissions are at all pertinent times
          authorized, and (iii) the Interface is protected from unauthorized or
          improper access. Credit Vendor has taken all necessary and reasonable
          action by instruction, agreement or otherwise with its employees and
          other agents to fulfill its warranty obligation under this Section
          8.4.

     8.5  Support Standards. All technical assistance and support provided
          hereunder shall be performed in a timely and professional manner by
          qualified Credit Vendor personnel in accordance with Exhibit B.

     8.6  No Viruses. Credit Vendor shall use all commercially reasonable
          efforts to ensure that the Interface shall be, and each Credit Report
          shall be transmitted, free of all known bugs, viruses, so-called "time
          bombs" or other functions, routines, devices or instructions designed
          or available to create any unauthorized access to, or interruption in
          the functioning of, the Systems.

     8.7  Century Processing. Each and every hardware, software, firmware,
          mechanical, or electrical product utilized, created, assembled,
          manufactured, developed, or modified in connection with the Interface
          and any Credit Report shall, at no additional cost to Fannie Mae, (i)
          be able to store and process accurately any and all data and
          date-related data (including, but not limited to, calculating,
          comparing, storing, processing, recording, valuing, recognizing,
          validating, unambiguously presenting, and sequencing) without error or
          malfunction (including in accordance with the applicable
          specifications) before, during, and after the twentieth ("20th") and
          twenty-first ("21st") centuries, including, but not limited to,
          changing accurately the calendar year to the Year 2000, processing
          leap year calculations, and processing any other

                                      -14-

<PAGE>

          dates with unique digit arrangements such as, by way of example, two
          digit year inputs and 9/9/99, all without change in Fannie Mae
          operations or human intervention, and (ii) interoperate correctly and
          fully with other year 2000-compliant software, hardware and data.
          Fannie Mae may, at no additional cost, require Credit Vendor to
          demonstrate compliance and/or compliance techniques and test
          procedures it intends to follow, or evidence of related
          representations, warranties, and obligations contained herein. Nothing
          in this warranty shall be construed to limit any rights or remedies
          Fannie Mae may otherwise have under this Agreement with respect to
          defects other than Year 2000 performance.

     8.8  Indemnification; Limitation Waiver. Credit Vendor shall indemnify,
          defend, and hold Fannie Mae's officers, employees, directors, and
          agents harmless from and against any Losses which arise out of or
          result from any third party claim relating to Credit Vendor's breach
          of the warranty set forth in Section 8.7 hereof. Section 13 of the
          Agreement shall not apply to any breach of Section 8.7 or any
          obligation arising under this Section 8.8.


9.   CERTIFICATION REQUIREMENT.

     Fannie Mae agrees to, and hereby certifies that it shall, require each
     Licensee to certify that any Credit Report ordered or requested by such
     Licensee shall be ordered or requested in connection with a
     prequalification or affordability analysis for, or the taking of an
     application in connection with, an actual or potential residential mortgage
     loan transaction involving a "consumer" and shall be used for "permissible
     purposes" only, as those terms are defined in the FCRA, and for no other
     purpose.


10.  CONFIDENTIALITY AND PROPRIETARY RIGHTS.

     10.1 Protection. All Proprietary Information disclosed by one party to the
          other in the course of performing under this Agreement or to which the
          other gains access in connection with this Agreement shall be deemed
          to be the property of the disclosing party, or the appropriate
          Third-Party Licensor (or other third-party owner), as the case may be.
          The receiving party agrees to (i) receive such Proprietary Information
          in confidence, (ii) use reasonable efforts to maintain the
          confidentiality of such Proprietary Information and not disclose such
          Proprietary Information to third parties (except for the receiving
          party's representatives, agents and contractors who have a need to
          know, are under a duty of non-disclosure, and are acting for the sole
          benefit of the receiving party), which efforts shall accord such
          Proprietary Information at least the same level of protection against
          unauthorized use and disclosure that the receiving party customarily
          accords to its own information of a similar nature, (iii) use or
          permit the use of such Proprietary Information solely in accordance
          with the terms of this Agreement, and (iv) promptly notify the
          disclosing party in writing of any loss or unauthorized use,
          disclosure or access of the disclosing party's Proprietary Information
          of which it becomes aware. The terms and conditions of this Agreement
          (as well as all information regarding the negotiation of this
          Agreement) shall be deemed to be the Proprietary Information of both
          parties, and shall not be disclosed by either party without the prior
          written consent of the other party. Each party agrees that it shall
          abide by and reproduce and include any restrictive legend or
          proprietary rights notice that appears on or in any Proprietary
          Information of the other party or any Third-Party Licensor (or other
          third-party owner) that it is authorized to reproduce. Each party also
          agrees that it shall not

                                      -15-

<PAGE>

          remove, alter, cover or distort any trademark, trade name, copyright
          or other proprietary rights notices, legends, symbols or labels
          appearing on or in any Proprietary Information of the other party or
          any Third-Party Licensor (or other third-party owner).

     10.2 Exclusions. The restrictions on disclosure set forth above shall not
          apply when, and to the extent that the Proprietary Information: (i) is
          or becomes generally available to the public through no fault of the
          receiving part (or anyone acting on its behalf), except with respect
          to any inter-networking address(es) provided to Credit Vendor by
          Fannie Mae; (ii) was previously rightfully known to the receiving
          party free of any obligation to keep it confidential; (iii) is
          subsequently disclosed to the receiving party by a third party who may
          rightfully transfer and disclose such information without restriction
          and free of any obligation to keep it confidential; (iv) is
          independently developed by the receiving party or a third party
          without reference to the disclosing party's Proprietary Information;
          or (v) is required to be disclosed by the receiving party as a matter
          of law, provided that the receiving party uses all reasonable efforts
          to provide the disclosing party with at least ten (10) days' prior
          notice of such disclosure if permitted by applicable legal process,
          the receiving party discloses only that portion of the Proprietary
          Information that is legally required to be furnished pursuant to the
          opinion of legal counsel of the receiving party, and the receiving
          party uses all reasonable efforts to obtain confidential treatment of
          the disclosing party's Proprietary Information. Notwithstanding the
          foregoing, neither party shall disclose, or permit the disclosure of,
          the terms or conditions of this Agreement without the prior written
          consent of the other party, except (A) as provided in Section 10.2(v)
          above, (B) to the extent necessary to permit the exercise of its
          rights or the performance of its obligations under this Agreement, or
          (C) to seek advice from its attorneys, accountants or other
          professional advisors.

     10.3 Transmission Monitoring. Credit Vendor consents to Fannie Mae's
          interception, collection, use, reproduction, storage and review of any
          Document (i) when any such Document relates to a loan purchased by
          Fannie Mae with respect to which Credit Vendor provides products or
          services to Fannie Mae or on Fannie Mae's behalf, and/or (ii) to
          facilitate (A) billing, (B) network maintenance, including, without
          limitation, the diagnosis and correction of Incidents, (C) the
          protection and security of the Systems, (D) compliance with applicable
          law or valid legal process, or (E) Fannie Mae's collection,
          generation, storage, reproduction, and use of statistical information
          for purposes of, among other things, measuring the use of the Systems
          and/or any Credit Reports provided to, from, or between Credit Vendor
          and any Licensee or LOS End User. Except as required by law or by
          valid legal process, Fannie Mae shall not, without Credit Vendor's
          consent, specifically identify Credit Vendor in association with such
          statistical information. In no event shall Fannie Mae market,
          distribute or otherwise share with any third party any Document
          intercepted, reproduced, stored, accessed or otherwise used under
          Section 10.3(ii). However, in connection with such interception,
          collection, reproduction, storage or usage, Fannie Mae shall have the
          right to remove any Document the content of which Fannie Mae deems to
          be in violation of law or any term or condition set forth in this
          Agreement. Notwithstanding the foregoing, Fannie Mae shall have no
          obligation to remove, screen, police, edit or monitor any Document.

     10.4 Injunctive Relief. Each party acknowledges that the unauthorized
          disclosure of the other's Proprietary Information is likely to cause
          irreparable injury to the other party for which the other party will
          have no adequate remedy at law. Accordingly, each party consents to
          the entry of injunctive relief against it to prevent or remedy any
          breach of this Section 10 (or Sections 3.1 or 3.4).

                                      -16-

<PAGE>

11.  MARKETING; MARKS.

     11.1 Marketing Obligations. Subject to the terms and conditions of this
          Agreement, Credit Vendor agrees that it shall participate in
          "kick-off" presentations, conferences and similar marketing events
          sponsored by Fannie Mae, and shall exercise reasonable, diligent and
          good faith efforts to market and promote the Systems to Credit
          Vendor's actual and potential customer base and Technical Affiliates.
          Such efforts shall include, without limitation, making sales calls to
          such customer base to promote the use of the Systems, and highlighting
          the Systems in Credit Vendor brochures in accordance with the
          provisions of this Section 11.

     11.2 Cost Allocation. All costs pertaining to maintenance of inventory and
          distribution to Licensees of any Equipment and Licensed Software shall
          be borne by Fannie Mae. Costs incurred by Credit Vendor in the course
          of marketing the Systems shall be borne by Credit Vendor.

     11.3 Unauthorized Representations. Credit Vendor agrees not to make (i) any
          representations, statements or suggestions to a third party that
          purport to be or might reasonably be construed to be made on behalf of
          Fannie Mae, or (ii) any representations regarding the capabilities of
          the Systems, other than those set forth in any Fannie Mae
          documentation relating to the Systems or otherwise expressly
          authorized by this Agreement.

     11.4 Use of Marks; Approval Procedure. Each party will submit to the other
          party for its prior approval, which approval may be withheld at such
          party's sole discretion, that portion of any brochure, press release,
          Internet posting, user interface, marketing, advertising, promotional
          or similar materials referencing the other party and/or its Marks in
          connection with this Agreement (the "Materials"). Once approved, such
          Materials may be reused until such approval is withdrawn pursuant to
          Section 11.5. Notwithstanding the foregoing, the parties agree that
          statements of fact made in routine correspondence with specific
          customers shall not constitute "Materials"; provided however, that any
          such statement conforms to the requirements of this Agreement,
          including, without limitation, Section 11.3.

     11.5 Withdrawal of Approval. The rights granted in Section 11.4 may be
          withdrawn at any time by the granting party upon reasonable prior
          written notice. In the event of such withdrawal, existing inventories
          of printed Materials may be depleted.

     11.6 Exclusion. Notwithstanding the foregoing provisions of this Section
          11, either party may provide disclosures as required by law or as
          reasonably advised by legal counsel without the consent of the other
          party, and in such event prompt notice thereof shall be provided to
          the other party.

     11.7 Ownership of Marks. Each party acknowledges and agrees that (i) the
          other party's Marks are and shall remain the sole property of the
          other party, (ii) nothing in this Agreement shall confer in a party
          any right of ownership or license rights in the other party's Marks,
          and (iii) neither party shall register the other party's Marks. In
          addition, Credit Vendor acknowledges and agrees that (i) the Marks of
          Third-Party Licensors are and shall remain the sole property of such
          Third-Party Licensors, (ii) nothing in this Agreement shall confer in
          Credit Vendor any right of ownership or license rights in the Marks of
          Third-Party Licensors, and (iii) Credit Vendor shall not register the
          Marks of Third-Party Licensors. Without limiting the generality of the
          foregoing, Credit Vendor agrees not to use or adopt any trade name,
          trademark, logo or service mark which is so similar to Fannie Mae's
          Marks or the Marks of Third-Party Licensors as to be likely to

                                      -17-

<PAGE>

          cause deception or confusion, or which is graphically or phonetically
          similar to any of Fannie Mae's Marks or the Marks of Third-Party
          Licensors.

     11.8 Legend Requirement. Unless otherwise agreed in writing, when using the
          other party's Marks pursuant to this Agreement, a party shall take all
          reasonable measures required to protect the other party's rights in
          such Marks, including, but not limited to, the inclusion of a
          prominent legend identifying such Marks as the property of the other
          party. In addition, Credit Vendor shall include a legend to the effect
          that its use of Fannie Mae's name or marks is for illustration
          purposes only and does not represent an endorsement by Fannie Mae of
          Credit Vendor or the Credit Reports, or Credit Vendor's other products
          and services.

     11.9 Joint Marketing with Technical Affiliates. As part of its Affiliate
          Agreement, Credit Vendor may obtain the participation of a Technical
          Affiliate to assist in Credit Vendor's marketing efforts under Section
          11.1 of this Agreement; provided, however, that Credit Vendor shall
          ensure that such Technical Affiliate complies with all other
          provisions of Section 11.


12.  FANNIE MAE WARRANTY.

     12.1 Fannie Mae represents and warrants to Credit Vendor that (i) the
          Systems comprise a functional computer network accessible to Licensees
          in good standing, (ii) Fannie Mae possesses all necessary rights and
          authorizations to enter into and perform under this Agreement, (iii)
          the Systems are not subject to any pending litigation as of the
          effective date of this Agreement, and (iv) with respect to the
          Equipment, all product warranties provided by the manufacturer of each
          item of Equipment shall be passed through to Credit Vendor.

     12.2 THE WARRANTIES SET FORTH IN SECTION 12.1 ARE THE SOLE AND EXCLUSIVE
          WARRANTIES GIVEN BY FANNIE MAE IN CONNECTION WITH THE SYSTEMS, THE
          EQUIPMENT, THE CIRCUIT, ANY COMPONENT THEREOF OR OTHERWISE UNDER THIS
          AGREEMENT. FANNIE MAE AND ITS THIRD-PARTY LICENSORS HEREBY EXPRESSLY
          DISCLAIM ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED,
          INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS
          FOR A PARTICULAR PURPOSE, WARRANTIES ARISING FROM COURSE OF DEALING OR
          COURSE OF PERFORMANCE, AND ANY WARRANTIES OF NON-INFRINGEMENT.

     12.3 Without derogating the generality of the foregoing, Fannie Mae and its
          Third-Party Licensors specifically do not warrant that (i) the
          Systems, the Equipment, the Circuit or any components thereof will
          perform without interruption or error, (ii) the Systems, the Equipment
          or the Circuit will meet Credit Vendor's requirements, (iii) the
          Systems, the Equipment or the Circuit will operate in the
          configuration which Credit Vendor may select for use, or (iv) data or
          other information generated by the Systems, the Equipment or the
          Circuit will be accurate or complete. Neither Fannie Mae nor its
          Third-Party Licensors shall be responsible for the accurate or
          complete transmission of data or other materials. The warranties set
          forth in Section 12.1 shall not apply to any irregularities, errors,
          problems or defects arising from (i) modification of the Systems, the
          Equipment or the Circuit by any party other than Fannie Mae or from
          accident, neglect, abuse, misuse or misapplication, (ii) failure of
          Credit Vendor to provide a suitable installation and operating
          environment, including but not limited to, failure to use supplies,
          materials, software and hardware platforms that meet the
          specifications set forth in the Documentation or Exhibit C, (iii)
          Credit Vendor's incorporation,

                                      -18-

<PAGE>

          attachment or engagement of any attachment, feature, program or device
          to the Systems, the Equipment or the Circuit, if the Systems, the
          Equipment or the Circuit would have conformed to the warranty set
          forth in Section 12.1 but for such incorporation, attachment or
          engagement, (iv) use of the Systems, the Equipment or the Circuit
          outside the scope of their intended purpose, or (v) Credit Vendor's
          failure to incorporate any update previously released by Fannie Mae
          that corrects such item. Fannie Mae reserves the right to (i) modify
          the Systems, the Equipment or the Circuit or substitute any materials
          contained therein so long as the new materials do not materially
          affect the functionality of the Systems, the Equipment or the Circuit,
          and (ii) discontinue the provision and/or support of the Systems, the
          Equipment or the Circuit. Access to the Systems, the Equipment or the
          Circuit during any beta and/or pilot test period is provided "as is."


13.  LIMITATION OF LIABILITY.

     13.1 EXCEPT WITH RESPECT TO ANY BREACH OF SECTIONS 3.1, 3.4 OR 10 HEREOF,
          IN NO EVENT SHALL EITHER PARTY, OR ANY THIRD-PARTY LICENSOR, OR THEIR
          RESPECTIVE AFFILIATES, PARTNERS, OFFICERS, EMPLOYEES, DIRECTORS,
          AGENTS, CONTRACTORS, REPRESENTATIVES, SUCCESSORS OR ASSIGNS, AS SUCH,
          BE LIABLE TO THE OTHER PARTY OR ANYONE CLAIMING UNDER OR THROUGH THE
          OTHER PARTY FOR ANY PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT,
          CONSEQUENTIAL OR SPECIAL DAMAGES UNDER OR IN CONNECTION WITH THIS
          AGREEMENT, THE SYSTEMS, THE EQUIPMENT, THE CIRCUIT, THE INTERFACE, OR
          ANY CREDIT REPORT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
          PROFITS (EXCLUDING FANNIE MAE'S PROFITS UNDER THIS AGREEMENT),
          INTEREST, REVENUE, DATA OR USE, OR INTERRUPTION OF BUSINESS, INCURRED
          BY THE OTHER PARTY OR ANY THIRD PARTY, WHETHER BASED UPON CONTRACT,
          TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, DUTY TO WARN AND
          STRICT LIABILITY), WARRANTY OR ANY OTHER LEGAL OR EQUITABLE GROUNDS,
          EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
          AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
          REMEDY. IN ADDITION, FANNIE MAE AND ITS THIRD-PARTY LICENSORS, AND
          THEIR RESPECTIVE AFFILIATES, PARTNERS, OFFICERS, EMPLOYEES, DIRECTORS,
          AGENTS, CONTRACTORS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS, AS SUCH,
          SHALL HAVE NO LIABILITY FOR LOSSES RESULTING FROM UNAUTHORIZED USE OF
          THE SYSTEMS, THE EQUIPMENT OR THE CIRCUIT BY CREDIT VENDOR OR BY THOSE
          GAINING ACCESS TO THE SYSTEMS, THE EQUIPMENT OR THE CIRCUIT AS A
          RESULT OF CREDIT VENDOR'S ACTS OR OMISSIONS.

     13.2 INDEPENDENT OF, SEVERABLE FROM, AND TO BE ENFORCED INDEPENDENTLY OF
          ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT,
          AND, EXCEPT WITH RESPECT TO ANY BREACH OF SECTIONS 3.1, 3.4 OR 10
          HEREOF, IN NO EVENT SHALL THE TOTAL LIABILITY OF EITHER PARTY AND ITS
          THIRD-PARTY LICENSORS (AND THEIR RESPECTIVE AFFILIATES, PARTNERS,
          OFFICERS, EMPLOYEES, DIRECTORS, AGENTS, CONTRACTORS, REPRESENTATIVES,
          SUCCESSORS AND ASSIGNS, AS SUCH), TO THE OTHER PARTY OR ANY THIRD
          PARTY CLAIMING UNDER OR THROUGH SUCH OTHER PARTY FOR ANY AND ALL
          LOSSES, INCLUDING, WITHOUT LIMITATION, CAUSES OF ACTION AND CLAIMS
          BASED UPON BREACH OF CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO,
          NEGLIGENCE, DUTY TO WARN AND STRICT LIABILITY), BREACH OF WARRANTY OR
          ANY OTHER LEGAL OR EQUITABLE GROUNDS, UNDER OR IN CONNECTION WITH THIS
          AGREEMENT, THE SYSTEMS, THE EQUIPMENT, THE CIRCUIT, THE INTERFACE OR
          ANY CREDIT REPORT OR RELATED SOFTWARE, SERVICES, OR INFORMATION,

                                      -19-

<PAGE>

          EXCEED THE TOTAL SERVICE CHARGES RECEIVED BY FANNIE MAE FROM CREDIT
          VENDOR DURING THE CONSECUTIVE TWELVE-MONTH PERIOD IMMEDIATELY
          PRECEDING THE OCCURRENCE OF THE EVENT(S) GIVING RISE TO SUCH LIABILITY
          (OR $25,000.00, WHICHEVER IS GREATER).

     13.3 FANNIE MAE AND CREDIT VENDOR EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE
          LIMITATIONS AND EXCLUSIONS CONTAINED HEREIN (i) REPRESENT THE PARTIES'
          AGREEMENT AS TO THE ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING,
          WITHOUT LIMITATION, THE POSSIBILITY THAT A REMEDY MAY FAIL OF ITS
          ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS) AND THAT THE AMOUNTS
          PAYABLE TO FANNIE MAE AND CREDIT VENDOR PURSUANT TO THIS AGREEMENT
          REFLECT SUCH ALLOCATION OF RISK, WITHOUT WHICH NEITHER PARTY WOULD NOT
          HAVE BEEN WILLING TO ENTER INTO THIS AGREEMENT, AND (ii) FORM AN
          ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.


14.  INDEMNITY.

     14.1 Notwithstanding the provisions of Section 13 hereof, Credit Vendor
          shall indemnify and hold harmless Fannie Mae and its affiliates,
          partners, officers, employees, directors, agents, contractors,
          representatives, successors and assigns, as such, from and against any
          Losses which arise out of or result from any third-party claim that
          (i) relates to a dispute or alleged dispute between Credit Vendor and
          a Licensee, LOS End User or other third party relating to any
          material, product or service sold or distributed by Credit Vendor
          utilizing the Systems, including, without limitation, any Credit
          Report, (ii) Credit Vendor does not have sufficient right, title or
          interest in the Interface or any Credit Report to enter into this
          Agreement, or that the Interface or any Credit Report violates an
          existing United States patent (in existence as of the date on which
          this Agreement is executed), copyright, trademark, trade secret or
          other United States intellectual property right of any third party,
          (iii) Credit Vendor has breached a covenant, representation or
          warranty set forth in this Agreement or otherwise, (iv) Credit Vendor
          has violated federal or state law, rule and/or regulation, and/or (v)
          a Credit Report results or allegedly results in defamation or other
          injury to reputation of any third party.

     14.2 Notwithstanding the provisions of Section 13 hereof, Fannie Mae shall
          indemnify and hold harmless Credit Vendor and its affiliates,
          partners, officers, employees, directors, agents, contractors,
          representatives, successors and assigns, as such, from and against any
          Losses which arise out of or result from any third-party claim that
          Fannie Mae does not have sufficient right, title or interest in the
          Systems, the Equipment or the Circuit to enter into this Agreement or
          that the Systems, the Equipment or the Circuit violates an existing
          United States patent (in existence as of the date on which this
          Agreement is executed), copyright, trademark, trade secret or other
          United States intellectual property right of any third party.

     14.3 In the event that any patent, copyright, trademark, service mark,
          trade secret or other intellectual property right claim referenced in
          Sections 14.1 or 14.2 is made, or in the opinion of the party owning
          the materials likely to be the subject of such a claim (the "Subject
          Property"), is likely to be made, such owning party reserves the
          right, in its sole discretion, to (i) procure for the other party the
          right to continue to use the Subject Property, (ii) replace the
          Subject Property to avoid infringement, or (iii) modify the Subject
          Property to avoid infringement.

     14.4 Neither party nor its third-party licensors shall have any obligation
          under Sections 14.1 or 14.2 with respect to any claim of infringement
          to the extent based upon the other

                                      -20-

<PAGE>

          party's (i) use of the Subject Property in violation of this
          Agreement, (ii) modification or marking of the Subject Property, or
          any portion thereof, where, in the absence of such modification or
          marking, the Subject Property would not be infringing (unless such
          modification or marking has been specifically authorized by the owner
          of the Subject Property in question), (iii) use of the Subject
          Property in combination with other software, documentation, hardware
          or data, if use without such software, documentation, hardware or data
          would not be infringing, (iv) use of a superseded version of any
          Subject Property if infringement could have been avoided by the use of
          the current version, (v) use of the Subject Property in practicing any
          infringing process, (vi) use of the Subject Property in a manner for
          which it was not designed, (vii) continued use of the Subject Property
          after such other party has received notice of the claim of
          infringement and a written request from the owning party to cease use
          of the Subject Property, (vii) activities after the owning party has
          notified such other party that the owning party believes such
          activities may result in such infringement, (viii) designs,
          specifications or instructions, or (ix) use of any marks other than a
          party's Marks pursuant to Section 11.5.

     14.5 EXCEPT WITH RESPECT TO ANY LIABILITY ARISING UNDER SECTION 8.3 HEREOF,
          THE REMEDIES SET FORTH IN THIS SECTION 14 SHALL BE THE SOLE AND
          EXCLUSIVE REMEDIES AVAILABLE TO THE PARTIES AND EACH PARTY'S SOLE
          LIABILITIES AND OBLIGATIONS FOR ANY CLAIMS BROUGHT AGAINST EITHER OF
          THEM BASED UPON INTELLECTUAL PROPERTY INFRINGEMENT, WHETHER UPON THE
          THEORY OF WARRANTY, INDEMNITY OR OTHERWISE.


15.  INDEMNIFICATION PROCEDURES AND SUBROGATION.

     15.1 Procedures. Promptly after receipt by any person entitled to
          indemnification under this Agreement (the "Indemnified Party") of
          notice of a claim, or of the commencement (or threatened commencement)
          of any civil, criminal, administrative or investigative action or
          proceeding involving a claim, in respect of which the Indemnified
          Party will seek indemnification pursuant to this Agreement, the
          Indemnified Party shall notify the party that is obligated to provide
          such indemnification (the "Indemnifying Party") of such claim in
          writing. No failure to so notify the Indemnifying Party shall relieve
          the Indemnifying Party of its obligations under this Agreement except
          to the extent that it can demonstrate damages attributable to such
          failure. Except as provided in Section 15.2, the Indemnifying Party
          shall be entitled to have sole control over the response to, defense
          and settlement of such claim, provided that, within fifteen (15) days
          after receipt of such written notice, the Indemnifying Party notifies
          the Indemnified Party of its election to so assume full control. In
          the event the Indemnifying Party does elect to so assume control: (i)
          the Indemnified Party shall be entitled to participate in the response
          to such claim and to employ counsel at its own expense to assist in
          the handling of such claim, (ii) the Indemnifying Party shall obtain
          the prior written approval of the Indemnified Party (which approval
          shall not be unreasonably withheld or delayed) before entering into
          any settlement of such claim or ceasing to defend against such claim
          if such settlement or cessation would cause injunctive relief to be
          imposed against the Indemnified Party, and (iii) the Indemnifying
          Party shall promptly reimburse the Indemnified Party for any legal
          expenses reasonably incurred by the Indemnified Party in connection
          with the defense of such claim prior to the Indemnified Party's
          receipt of the Indemnifying Party's notice of its election to assume
          full control over the response to such claim. After notice by the
          Indemnifying Party to the Indemnified Party of its election to assume
          full control, the Indemnifying Party shall not be liable to the
          Indemnified Party for any further legal expenses incurred by such
          Indemnified Party in connection with the defense of that claim. If the
          Indemnifying Party does not

                                      -21-

<PAGE>

          assume sole control over the response to such claim as provided in
          this Section, the Indemnifying Party may participate in such response
          and the Indemnified Party shall have the right to respond to and
          defend the claim in such manner as it may deem appropriate, at the
          cost and expense of the Indemnifying Party. The Indemnifying Party
          shall promptly reimburse the Indemnified Party for such costs and
          expenses.

     15.2 Exclusion. Notwithstanding anything set forth in Section 15.1 to the
          contrary, in the event an Indemnified Party reasonably believes and so
          notifies the Indemnifying Party in writing that the applicable claim,
          even if fully indemnified for, is reasonably likely to have a material
          adverse effect on the Indemnified Party, then the Indemnifying Party
          shall not have the right to control the response to, defense and
          settlement of such claim, but shall have the right to employ separate
          counsel at its own expense to assist in the handling of such claim by
          the Indemnified Party. In such an event, (i) the Indemnified Party and
          its counsel shall consult, wherever reasonably practicable, with the
          Indemnifying Party and its counsel with respect to the status of the
          claim and any related litigation or proceedings, and (ii) the
          Indemnified Party shall bear the expense of its counsel.

     15.3 Settlement. An Indemnifying Party shall not be required to indemnify
          any Indemnified Party for any amount paid or payable by such
          Indemnified Party in the settlement of any claim which was agreed to
          without the written consent of the Indemnifying Party, which consent
          shall not be unreasonably withheld or delayed.

     15.4 Subrogation. In the event that an Indemnifying Party shall be
          obligated to indemnify an Indemnified Party pursuant to this
          Agreement, the Indemnifying Party shall, upon payment of such
          indemnity in full, be subrogated to all rights of the Indemnified
          Party with respect to the claims and defenses to which such
          indemnification relates.


16.  TERM AND TERMINATION.

     16.1 Term and Renewal. This Agreement shall remain in effect for twelve
          (12) months after the date first set forth above, and shall renew
          automatically for additional 12-month terms, unless either party
          provides the other with thirty (30) days' written notice of its intent
          not to renew the Agreement.

     16.2 Termination for Cause. Either party may terminate this Agreement upon
          thirty (30) days' prior written notice describing a material breach by
          the other party of any term or condition of this Agreement, which
          breach has not been cured by the breaching party during such thirty
          (30) day notice period. Fannie Mae may terminate this Agreement,
          effective immediately, upon notice to Credit Vendor in the event (i)
          of any material breach by Credit Vendor of the provisions of Sections
          3.1, 3.4, or Section 10 hereof, or (ii) Credit Vendor attempts to
          cause or causes the Licensed Software or any component of the Systems,
          the Equipment or the Circuit to malfunction or suffer damage, or fails
          to take steps reasonably requested by Fannie Mae to correct a
          malfunction or damage. In addition, this Agreement will terminate
          automatically if Credit Vendor becomes insolvent or enters into
          bankruptcy, suspension of payments, moratorium, reorganization, or any
          other proceeding that relates to insolvency or protection of
          creditor's rights.

     16.3 Termination for Convenience. Fannie Mae reserves the right to
          terminate this Agreement at any time and for any reason; provided,
          however, that Credit Vendor shall be provided with sixty (60) days'
          written notice of Fannie Mae's election to terminate the Agreement
          under this Section.

                                      -22-

<PAGE>

     16.4 Survival. Neither party shall have any continuing obligations to the
          other upon and after the effective date of termination or expiration
          of this Agreement, except that (i) Credit Vendor shall pay Fannie Mae
          all Service Charges accrued and owing prior to the date of termination
          or expiration and any late charges relating thereto; (ii) at Credit
          Vendor's own cost, Credit Vendor shall ship the Equipment to Fannie
          Mae with insurance in the amount specified as the Stipulated Loss
          Value in Exhibit C within (10) days of termination or expiration of
          the Agreement; (iii) each party shall immediately destroy any existing
          inventory of Materials and return any Proprietary Information of the
          other party to such other party that is not otherwise destroyed; (iv)
          immediately thereafter each party shall provide the other party with
          written certification of its compliance with the foregoing, executed
          by a duly authorized officer of such party; and (v) any provisions of
          this Agreement that contemplate their continuing effectiveness,
          including, without limitation, Sections 2, 3.2 (third and fourth
          sentences only, 3.9 (to the extent applicable under Section 3.2),
          4.1(iii), 4.2(iii), 6.2 (last sentence), 7, 8, 10, 11.4, 11.5, 11.8,
          11.9, 11.10, 12, 13, 14, 15, 16.4, 17 and each Exhibit shall survive
          any termination or expiration of this Agreement.


17.  GENERAL PROVISIONS.

     17.1 Assignment. This Agreement may not be assigned by Credit Vendor to any
          other person(s), firm(s), corporation(s) or other entities (by
          operation of law or otherwise) without the prior express written
          approval of Fannie Mae, and any attempt to assign without such
          approval shall be void.

     17.2 Notices. Unless otherwise specified in this Agreement, all notices,
          requests, demands, and other communications (other than routine
          operational or billing communications) required or permitted hereunder
          shall be in writing (with electronic mail or Fannie Mae postings to
          the Systems deemed to be a "writing" for this purpose) and shall be
          deemed to have been received by a party (i) when actually received in
          the case of hand delivery against a signed receipt, (ii) two (2)
          business days after being given to a reputable overnight courier with
          a reliable system for tracking delivery, (iii) when sent by confirmed
          facsimile, (iv) upon receipt, when mailed by United States mail,
          registered or certified mail, return receipt requested, postage
          prepaid, (v) one (1) day after transmission by electronic mail with a
          copy sent by United States mail within 48 hours of such transmission,
          or (vi) upon posting by Fannie Mae to the Systems, and (i) with
          respect to Fannie Mae, addressed to Ms. Sue Keil, Director of
          Technology Marketing at the address and/or facsimile number provided
          to Credit Vendor by Fannie Mae, and (ii) with respect to Credit
          Vendor, addressed to Credit Vendor's point of contact, address and/or
          facsimile number provided to Fannie Mae by Credit Vendor. A party may
          from time to time change its address, facsimile number or designee for
          notification purposes by giving the other party prior written notice
          of the new address, facsimile number or designee and the date upon
          which such change will become effective.

     17.3 Governing Law; Severability. This Agreement shall be governed by and
          construed solely and exclusively in accordance with the laws of the
          District of Columbia, without reference to or application of its
          conflicts of law principles. If any of the provisions of this
          Agreement are invalid under any applicable statute or law, such
          provisions shall be deemed to be deleted from this Agreement to the
          extent of such invalidity, and the remainder of this Agreement shall
          remain in full force and effect.

     17.4 Force Majeure. Neither party shall be responsible for delays or
          failure of performance (other than the payment of money) resulting
          from acts beyond the reasonable control of such party (except that
          acts of Technical Affiliates are deemed to be within the

                                      -23-

<PAGE>

          reasonable control of Credit Vendor). Such acts shall include, but not
          be limited to, acts of God, riots, acts of war, epidemics, failure of
          suppliers to perform (except with respect to any such performance
          failure of a Technical Affiliate), governmental regulations, power
          failures, earthquakes, or other disasters.

     17.5 Headings. The titles and headings of the various sections and
          paragraphs in this Agreement are intended solely for convenience of
          reference and are not intended to explain, modify or place any
          construction or limitation upon any of the provisions of this
          Agreement.

     17.6 Amendments. The terms of this Agreement may be amended solely by a
          writing expressly purporting to create an amendment or supplement to
          this Agreement and executed by a duly authorized officer of Fannie Mae
          and Credit Vendor.

     17.7 Entire Agreement. No representations or statements of any kind made by
          either party that are not expressly stated herein or in any written
          amendment hereto shall be binding on such party. The parties agree
          that this Agreement, including all Exhibits hereto, shall constitute
          the complete and exclusive statement of the agreement between them,
          and supersedes all prior or contemporaneous communications, proposals
          or agreements, oral or written, relating to the subject matter hereof.

     17.8 Jurisdiction. Any and all disputes between the parties that cannot be
          settled by mutual agreement shall be resolved solely and exclusively
          in the courts located within the District of Columbia, and Credit
          Vendor hereby consents to the jurisdiction of such courts and
          irrevocably waives any objections thereto, including without
          limitation, on the basis of improper venue or forum non conveniens.

     17.9 No Third-Party Beneficiaries. The parties agree that Fannie Mae shall
          be and hereby is designated an intended third party beneficiary of
          each Affiliate Agreement for the sole purpose of enforcing Fannie
          Mae's rights arising under or relating to Sections 4.1 and 4.2 and/or
          the terms and conditions set forth in Exhibit D, and/or any other
          right or remedy available to Fannie Mae under this Agreement, an
          Affiliate Agreement or at law or in equity. Otherwise, nothing in this
          Agreement is intended to or shall create any third-party
          beneficiaries, whether intended or incidental, and neither party shall
          make any representations to the contrary.

    17.10 Restricted Rights. If Credit Vendor is any unit or agency of the U.S.
          Government, then the following provision applies:

          U.S. GOVERNMENT RIGHTS

          Use, duplication, or disclosure by the U.S. Government is subject to
          restrictions set forth in this Agreement and as provided in DFARS
          227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii)
          (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT
          III), as applicable. Fannie Mae, 3900 Wisconsin Ave., N.W.,
          Washington, D.C. 20016.

    17.11 Foreign Users. Except for Canadian citizens using the Licensed
          Software in the United States, Licensed Software shall not be used by
          any foreign entity or foreign person, as defined by United States
          government export control regulations, including, without limitation,
          anyone who is not a citizen, national or lawful permanent resident of
          the United States. Credit Vendor hereby represents and warrants that
          it is not a foreign person or entity or under control of a foreign
          person or entity.

                                      -24-

<PAGE>

    17.12 No Implied Waiver. No term, provision or clause of this Agreement
          shall be deemed waived and no breach excused unless such waiver or
          consent shall be in writing and executed by a duly authorized officer
          of the party to be bound thereby. Any consent by any party to, or
          waiver of, a breach by the other, whether express or implied, shall
          not constitute a consent to, waiver of, or excuse for any different or
          subsequent breach.

    17.13 Non-Agency. The parties are independent contractors. Nothing in this
          Agreement shall be construed to make the parties partners, joint
          venturers, representatives or agents of each other, nor shall either
          party so represent to any third person. No employer-employee
          relationship is intended to be created by this Agreement.

    17.14 Facsimiles. The parties acknowledge and agree that copies of executed
          documents received via facsimile shall be deemed to be originals for
          all purposes.


EACH PARTY ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT, AND
AGREES TO BE BOUND BY THE TERMS HEREOF.

FANNIE MAE                                [CREDIT VENDOR NAME]
                                          FACTUAL DATA CORP.


By: /s/ David Brashear                    By: /s/ Jerald H. Donnan
    ----------------------------------        ----------------------------------

Name: DAVID BRASHEAR                      Name:  Jerald H. Donnan
      --------------------------------          --------------------------------

Title: VICE PRESIDENT                     Title: President & CEO
       -------------------------------           -------------------------------

Date: 11-12-98                            Date:  November 11, 1998
      --------------------------------           -------------------------------


                                      -25-

<PAGE>

                                    EXHIBIT A
            CREDIT REPORT TRANSMISSION AND ACCESS MARKETING AGREEMENT
                        SERVICE CHARGES FOR CREDIT VENDOR


1.   Monthly Fees.*


2.   Credit Report Fees*


3.   Technical Affiliate Fees*



                                      A-1

*    The service charge prices on Exhibit A have been omitted pursuant to a
     request for confidential treatment submitted to the Securities and Exchange
     Commission.
<PAGE>

                                    EXHIBIT B
            CREDIT REPORT TRANSMISSION AND ACCESS MARKETING AGREEMENT*
                      PERFORMANCE LEVELS FOR CREDIT VENDOR



                                      B-1


*    The technical performance levels on Exhibit D have been omitted pursuant to
     a request for confidential treatment submitted to the Securities and
     Exchange Commission.
<PAGE>

                                    EXHIBIT C
            CREDIT REPORT TRANSMISSION AND ACCESS MARKETING AGREEMENT
                 EQUIPMENT-RELATED PROVISIONS FOR CREDIT VENDOR

STIPULATED LOSS VALUE

o    Fannie Mae shall provide the following Equipment, bearing the designated
     Stipulated Loss Value, to each of Credit Vendor's designated Sites:

          Equipment                          Stipulated Loss Value
          ---------                          ---------------------
          One (1) Router                            $5000.00

          One (1) DSU                               $1000.00

          One (1) modem                             $1000.00

          Assorted cables                           $ 100.00

SITE PREPARATION & ENVIRONMENTAL REQUIREMENTS

o    Credit Vendor shall prepare the Site and maintain certain environmental
     standards for and in connection with installation of the Equipment as
     follows:

                                     OVERALL

     -    Provide adequate space for installation of the Equipment with front
          and rear service clearances in a secure, weather-protected area with
          controlled access in all ways suitable for computers and the
          Equipment.

     -    Provide one dedicated unlisted analog telephone line which is
          terminated in a standard RJ11C telephone jack in the vicinity of the
          Equipment. Such telephone line shall provide Fannie Mae and/or its
          designee access to the Equipment during its installation and during
          any troubleshooting periods forced by problems with the Equipment or
          Circuit.

     -    Provide one ISDN line as directed by Fannie Mae for use in conjunction
          with the Network Contingency referenced in Section 3.7.

     -    Provide a telephone near the area of the Equipment for the use by
          Fannie Mae and/or its designee for maintenance and coordination
          purposes.

                          ENVIRONMENTAL SPECIFICATIONS

     -    No Equipment shall be at any time installed in close proximity to any
          potential damaging heat source.

     -    Credit Vendor shall at all times maintain the following temperature
          ranges in the vicinity of the Equipment:

          -    Operating Temperature Range: 0 to 40 degrees Celsius (32-104
               degrees Fahrenheit)

                                      C-1

<PAGE>

          -    Nonoperating Temperature Range: -40 - 85 degrees Celsius (-40-185
               degrees Fahrenheit)

          -    Operating Humidity Range: 5 to 95 percent noncondensing


                              POWER SPECIFICATIONS

          -    Input: 110 VAC

          -    Frequency: 50 - 60 Hz

          -    Consumption: 40 W maximum (135.5 BTU /hr.)

          -    Rating: 2.5A maximum


                               CABLE REQUIREMENTS

     -    Fannie Mae and/or its designee shall provide all cabling along with
          the remainder of the Equipment. However, Credit Vendor shall be
          required to provide all LAN cable and any cabling required to link the
          modem provided as part of the Equipment with the POTS or ISDN lines.




                                      C-2

<PAGE>

                                    EXHIBIT D
            CREDIT REPORT TRANSMISSION AND ACCESS MARKETING AGREEMENT
                       TERMS AND CONDITIONS RELATING TO A
                TECHNICAL AFFILIATE'S PROVISION OF CREDIT REPORTS


1.   DEFINITIONS.

     1.1  "Acceptance Document" shall mean a Document which contains an
          acceptance of (i) the terms contained in a Request Document, or (ii)
          any new terms contained in a Rejection Document.

     1.2  "Credit Report" shall mean any consumer credit report electronically
          transmitted by Technical Affiliate to a Licensee or LOS End User via
          the Systems upon such Licensee's or LOS End User's request (including
          reissued consumer credit reports), and references to a Credit Report
          shall be construed to include any creditworthiness scores transmitted
          by Technical Affiliate.

     1.3  "Credit Vendor" shall mean that entity through which Technical
          Affiliate obtains access to the Systems.

     1.4  "Document" shall mean a particular electronic transmission of data
          and/or information, including a Credit Report, via the Systems in any
          transaction set or transmission format Fannie Mae may from time to
          time approve for use with the Systems.

     1.5  "Incident" shall mean any irregularity, error, problem or defect
          resulting from an incorrect functioning of the Systems if such
          irregularity, error, problem or defect renders the Systems incapable
          of meeting the specifications thereof or causes incorrect functions to
          occur.

     1.6  "Licensed Software" shall mean the current release (in executable form
          only) of Fannie Mae's software product known as Desktop
          Underwriter(R), Desktop Originator(R) and Desktop Home Counselor(R),
          as applicable, including any related diagnostic software, consisting
          of machine-readable software designed to support and facilitate (i)
          electronic processing of mortgage loan applications, and (ii) the
          communication of data and Credit Reports between Technical Affiliate,
          Credit Vendor, Licensees and LOS End Users. The term "Licensed
          Software" shall also include any modifications, updates, enhancements
          and releases provided to Technical Affiliate through Credit Vendor (in
          executable form only) by or on behalf of Fannie Mae.

     1.7  "Licensee" shall mean any party licensed by Fannie Mae to use
          MortgageLinks(TM) and/or the Licensed Software, and that maintains a
          direct, independent contractual relationship with Technical Affiliate.

     1.8  "LOS End User" shall mean any individual or entity that is not a
          Licensee, but nonetheless maintains a direct, independent contractual
          relationship with one or more LOS Vendors and Technical Affiliate.

     1.9  "LOS Vendor" shall mean a third-party loan origination software vendor
          integrated with one or more of the Systems (by means of Fannie Mae's
          service-based architecture or otherwise), and through the software of
          which a Credit Report is requested and received by a Licensee and/or
          LOS End User.

                                      D-1

<PAGE>

     1.10 "Marks" shall mean a party's registered or unregistered trade names,
          trademarks, logos and service marks. Without limiting the generality
          of the foregoing, Technical Affiliate acknowledges that Fannie Mae's
          Marks include "Fannie Mae(R)," "MortgageLinks(TM)," "MORNET(R)" and
          "MORNETPlus(R)," "Desktop Underwriter(R)," "Desktop Originator(R)" and
          "Desktop Home Counselor(R)."

     1.11 "MORNETPlus(R) Network" shall mean the value-added network operated by
          Fannie Mae for the mortgage industry, and references to the
          MORNETPlus(R) Network shall be construed to mean references to the
          Specifications and the Licensed Software.

     1.12 "MortgageLinks(TM)" shall mean the current release, in each instance,
          of each application developed by Fannie Mae and accessible by various
          means, including through the MORNETPlus(R) Network, that facilitates
          the transmission and, where applicable, translation of products and
          services, including Credit Reports, between and among Fannie Mae,
          Technical Affiliate, Credit Vendors, Licensees and LOS End Users in a
          flat file, ANSI-approved, X12 EDI format and/or other Fannie
          Mae-approved transmission formats.

     1.13 "Proprietary Information" of a party shall mean (i) information
          disclosed by such party relating to product development strategy and
          activity, corporate assessments and strategic plans, financial and
          statistical information, accounting information, software, systems,
          processes, formulae, inventions, discoveries, policies, guidelines,
          procedures, practices, disputes or litigation, (ii) other
          confidential, proprietary or trade secret information disclosed by
          such party that is identified in writing as such at the time of its
          disclosure, (iii) all other confidential, proprietary or trade secret
          information disclosed by such party, which a reasonable person
          employed in the mortgage industry would recognize as such, (iv)
          information relating to such party's employees, contractors or
          customers which, if released, would cause an unlawful or actionable
          invasion of privacy, (v) any compilation or summary of information or
          data that is itself Proprietary Information, and (vi) all Signatures
          disclosed by such party. For purposes of this Exhibit D, information
          shall be deemed to be disclosed by a party if such information is
          disclosed by any of its affiliates, partners, officers, employees,
          directors, agents, contractors, representatives, successors or
          assigns.

     1.14 "Rejection Document" shall mean a Document which contains a rejection
          of the terms offered in a Request Document and may contain an offer of
          different terms.

     1.15 "Request Document" shall mean a Document which contains a Licensee's
          or LOS End User's request for a Credit Report.

     1.16 "Signature" shall mean an electronic identification consisting of
          symbol(s) or code(s) specified from time to time by Fannie Mae through
          Credit Vendor which shall be affixed to or contained in each Document,
          and may be included in an electronic mail envelope in which such
          Document is transmitted.

     1.17 "Systems" shall mean MortgageLinks(TM) and the MORNETPlus(R) Network.

     1.18 "Technical Affiliate" shall mean the credit reporting entity to which
          Credit Vendor, in its sole discretion, provides access to the Systems;
          provided, however, that the term "Technical Affiliate" shall not be
          construed as implying any particular form of legal relationship
          between Credit Vendor and such Technical Affiliate.

                                      D-2

<PAGE>

2.   TRANSMISSIONS.

     2.1  Separate Agreement. Technical Affiliate shall maintain a separate
          contractual relationship with each Licensee and LOS End User to which
          Technical Affiliate transmits a Credit Report (the "Separate
          Agreement"). Technical Affiliate may agree in any such Separate
          Agreement to terms governing transactions with a Licensee or LOS End
          User which are different from those set forth in Sections 2.2 or 2.3
          of this Exhibit D.

     2.2  Transmission of Documents. Technical Affiliate shall transmit (i) a
          functional acknowledgement to a Licensee or LOS End User evidencing
          the Technical Affiliate's receipt of a Request Document within the
          time frames agreed upon with Credit Vendor, (ii) either an Acceptance
          or Rejection Document to the Licensee or LOS End User within the time
          frames agreed upon with Credit Vendor.

     2.3  Acceptance and Performance. If an Acceptance Document is required for
          the acceptance of a Document, a properly received Document shall not
          give rise to any obligation unless and until the party initially
          transmitting such Document has properly received in return an
          Acceptance Document. In the event a Licensee or LOS End User desires
          to accept new terms provided in a Rejection Document, such Licensee or
          LOS End User shall transmit an Acceptance Document to Technical
          Affiliate. Upon Technical Affiliate's final acceptance of any Credit
          Report request as described herein, Technical Affiliate shall transmit
          its Credit Report to such Licensee or LOS End User within time frames
          agreed upon with Credit Vendor.

     2.4  Proper Receipt. No Document shall give rise to any obligation until
          properly received by the party to which the Document is transmitted.
          Proper receipt of a Document shall occur when such Document is
          delivered to the recipient. Whether or not proper receipt of a
          Document has in fact occurred and the exact time at which proper
          receipt of a Document occurs shall be determined by Fannie Mae by
          reference to its Systems transaction records and applicable Systems
          procedures. Such Fannie Mae determinations shall be conclusive and
          binding on Technical Affiliate, LOS End Users and Licensees. Technical
          Affiliate agrees not to contest any such Fannie Mae determination.

     2.5  Grant of License. Technical Affiliate understands and agrees that in
          providing a Credit Report to a Licensee or LOS End User upon its
          request, Technical Affiliate effectively grants to such Licensee or
          LOS End User a nonexclusive license to use, and to copy for such use,
          any such Credit Report.

     2.6  Transmission Standards; Notification. All Documents shall be
          transmitted in accordance with any Fannie Mae-specified standards and
          guidelines. If Technical Affiliate receives a Document in an
          unintelligible or garbled form, it shall promptly notify the
          transmitting Licensee or LOS End User (if identifiable from the
          received Document) and Fannie Mae in a reasonable manner and within a
          reasonable period of time.

     2.7  Signatures. Technical Affiliate shall adopt a Signature to be affixed
          to or contained in each Document transmitted by Technical Affiliate.
          Technical Affiliate agrees that (i) any Licensee or LOS End User
          Signature affixed to or contained in any Document shall be sufficient
          to verify that the Licensee or LOS End User associated with the
          Signature transmitted such Document, and (ii) any Technical Affiliate
          Signature affixed to or contained in any Document shall be sufficient
          to verify that Technical Affiliate transmitted such Document.
          Notwithstanding any provision to the contrary in this

                                      D-3

<PAGE>

          Exhibit D, neither Technical Affiliate nor Fannie Mae shall disclose
          the Signatures of either party or those of any Licensee or LOS End
          User to any unauthorized person.


3.   CHARGES FOR SERVICES.

     Technical Affiliate shall invoice each Licensee and LOS End User directly
     for any Credit Report delivered to and accepted by such Licensee or LOS End
     User pursuant to a Separate Agreement. Fannie Mae shall not be obligated
     to, and does not guaranty or otherwise ensure the payment of, or indemnify
     the Technical Affiliate for the non-payment of, any such invoice.


4.   TECHNICAL AFFILIATE WARRANTIES.

     Technical Affiliate represents and warrants the following:

     4.1  Authorization; No Litigation. Technical Affiliate possesses all
          necessary rights and authorizations to enter into and perform under
          this Exhibit D, and the intellectual property or other proprietary
          Technical Affiliate interest forming the basis of any Credit Report is
          not presently subject to any threatened, pending or actual litigation.

     4.2  Non-Infringement. Technical Affiliate's development and transmission
          of a Credit Report, and a Licensee's or LOS End User's use of such
          Credit Report in accordance with the Separate Agreement, will not in
          any way constitute infringement or other violation of any copyright,
          trade secret, trade or service mark (whether or not registered),
          patent, design right, proprietary information or any other
          intellectual property rights or other rights of any third party.

     4.3  Security. Technical Affiliate has established and will maintain
          security procedures that are reasonably sufficient to ensure that (i)
          all Document transmissions are authorized, and (ii) Documents are
          protected from improper access. Technical Affiliate has taken all
          necessary and reasonable action by instruction, agreement or otherwise
          with its employees, VANs and other agents to fulfill its warranty
          obligation under this Section 4.3.

     4.4  Support Standards. All technical assistance provided hereunder shall
          be performed in a timely and professional manner by qualified
          Technical Affiliate personnel, and all such assistance shall conform
          to industry standards for similar support services.

     4.5  No Viruses. Technical Affiliate shall use all reasonable efforts to
          ensure that each Credit Report and other Document shall be transmitted
          free of all known bugs, viruses, so-called "time bombs" or other
          functions, routines, devices or instructions designed or available to
          create any unauthorized access to, or interruption in the functioning
          of, the Systems or any Licensee or LOS End User system.

     4.6  Compliance. Each Credit Report, and the provision of technical
          assistance in connection with transmission of the same, shall comply
          with all applicable laws, rules and regulations, and shall fully
          conform to all commonly accepted standards and practices in the
          industry. Technical Affiliate's use of the Systems shall comply with
          all applicable laws, rules and regulations.

                                      D-4

<PAGE>

5.   CONFIDENTIALITY AND PROPRIETARY RIGHTS.

     5.1  Protection. All Proprietary Information disclosed by one party to the
          other in the course of performing under this Exhibit D or to which the
          other gains access in connection with this Agreement shall be deemed
          to be the property of the disclosing party, or the appropriate
          third-party licensor (or other third-party owner), as the case may be.
          The receiving party agrees to (i) receive such Proprietary Information
          in confidence, (ii) use reasonable efforts to maintain the
          confidentiality of such Proprietary Information and not disclose such
          Proprietary Information to third parties (except for the receiving
          party's representatives, agents and contractors who have a need to
          know, are under a duty of non-disclosure, and are acting for the sole
          benefit of the receiving party), which efforts shall accord such
          Proprietary Information at least the same level of protection against
          unauthorized use and disclosure that the receiving party customarily
          accords to its own information of a similar nature, (iii) use or
          permit the use of such Proprietary Information solely in accordance
          with the terms of this Exhibit D, and (iv) promptly notify the
          disclosing party in writing of any loss or unauthorized use,
          disclosure or access of the disclosing party's Proprietary Information
          of which it becomes aware. The terms and conditions of this Exhibit D
          shall be deemed to be the Proprietary Information of both parties, and
          shall not be disclosed by either party without the prior written
          consent of the other party. Each party agrees that it shall abide by
          and reproduce and include any trademark, trade name, copyright or
          proprietary rights notices, legends, symbols or labels which appear on
          or in any Proprietary Information of the other party which it is
          authorized to reproduce. Each party also agrees that it shall not
          remove, alter, cover or distort any restrictive legend or proprietary
          rights notice appearing on or in any Proprietary Information of the
          other party.

     5.2  Exclusions. The restrictions on disclosure set forth above shall not
          apply when, and to the extent that the Proprietary Information (i) is
          or becomes generally available to the public through no fault of the
          receiving party (or anyone acting on its behalf); (ii) was previously
          rightfully known to the receiving party free of any obligation to keep
          it confidential; (iii) is subsequently disclosed to the receiving
          party by a third party who may rightfully transfer and disclose such
          information without restriction and free of any obligation to keep it
          confidential; (iv) is independently developed by the receiving party
          or a third party without reference to the disclosing party's
          Proprietary Information; or (v) is required to be disclosed by the
          receiving party as a matter of law, provided that the receiving party
          uses all reasonable efforts to provide the disclosing party with at
          least ten (10) days' prior notice of such disclosure if permitted by
          applicable legal process, the receiving party discloses only that
          portion of the Proprietary Information that is legally required to be
          furnished pursuant to the opinion of legal counsel of the receiving
          party, and the receiving party uses all reasonable efforts to obtain
          confidential treatment of the disclosing party's Proprietary
          Information. Notwithstanding the foregoing, neither party shall
          disclose, or permit the disclosure of, the terms or conditions of this
          Agreement without the prior written consent of the other party, except
          (A) as provided in Section 5.2(v) above, (B) to the extent necessary
          to permit the exercise of its rights or the performance of its
          obligations under this Agreement, or (C) to seek advice from its
          attorneys, accountants or other professional advisors.

     5.3  Transmission Monitoring. Technical Affiliate consents to Fannie Mae's
          interception, collection, use, reproduction, storage and review of any
          Document (i) when any such Document relates to a loan purchased by
          Fannie Mae with respect to which Technical Affiliate provides products
          or services to Fannie Mae or on Fannie Mae's behalf, and/or (ii) to
          facilitate (A) billing, (B) network maintenance, including, without
          limitation, the diagnosis and correction of Incidents, (C) the
          protection and security of the Systems, (D) compliance with applicable
          law or valid legal process, or (E) Fannie Mae's

                                      D-5

<PAGE>

          collection, generation, storage, reproduction, and use of statistical
          information for purposes of, among other things, measuring the use of
          the Systems and/or any Credit Reports provided to, from, or between
          Technical Affiliate and any Licensee or LOS End User. Except as
          required by law or by valid legal process, Fannie Mae shall not,
          without Technical Affiliate's consent, specifically identify Technical
          Affiliate in association with such statistical information. In no
          event shall Fannie Mae market, distribute or otherwise share with any
          third party any Document intercepted, reproduced, stored, accessed or
          otherwise used under Section 5.3(ii). However, in connection with such
          interception, collection, reproduction, storage or usage, Fannie Mae
          shall have the right to remove any Document the content of which
          Fannie Mae deems to be in violation of law or any term or condition
          set forth in this Exhibit D. Notwithstanding the foregoing, Fannie Mae
          shall have no obligation to remove, screen, police, edit or monitor
          any Document.

     5.4  Injunctive Relief. Each party acknowledges that a party's breach of
          the provisions of this Section 5 is likely to cause irreparable injury
          to the other party for which the other party will have no adequate
          remedy at law. Accordingly, each party consents to the entry of
          injunctive relief against it to prevent or remedy any breach of this
          Section 5.


6.   INDEMNIFICATION.

     Technical Affiliate shall indemnify and hold harmless Fannie Mae and its
     affiliates, partners, officers, employees, directors, agents, contractors,
     representatives, successors and assigns, as such, from and against any
     claims, actions, losses, damages or other liabilities that arise out of or
     result from any third party claim relating to (i) any dispute or alleged
     dispute between Technical Affiliate and a Licensee, LOS End User or other
     third party relating to any material, product or service sold or
     distributed in connection with the Systems, including, without limitation,
     any Credit Report, (ii) any breach by Technical Affiliate of any covenant,
     representation or warranty set forth in this Exhibit D or otherwise, (iii)
     any irregularity, error, problem or defect occurring on the Systems which
     is caused by Technical Affiliate, and/or (iv) any defamatory or illegal, or
     allegedly defamatory or illegal, material transmitted across the Systems by
     Technical Affiliate (or any person or entity that gains access to the
     Systems through Technical Affiliate pursuant to this Exhibit D or
     otherwise).


7.   VALIDITY; ENFORCEABILITY.

     7.1  Intent of Parties. The terms and conditions of this Exhibit D have
          been agreed upon by the parties to evidence their mutual intent to
          facilitate the purchase and sale of Credit Reports through the
          electronic transmission and receipt of Documents by and between
          Technical Affiliate, LOS End Users, LOS Vendors and Licensees
          utilizing the Systems. Except as otherwise required herein, the
          substantive terms of such purchases and sales shall be generally
          governed by other agreements between Technical Affiliate and any given
          Licensee or LOS End User, including, without limitation, any Separate
          Agreement(s).

     7.2  Signed Documents. Any Document properly transmitted pursuant to this
          Exhibit D shall be considered to be a "writing" or "in writing"; and
          any such Document when containing, or to which there is affixed, a
          Signature (a "Signed Document") shall be deemed for all purposes (i)
          to have been "signed" and (ii) to constitute an "original" when
          printed from electronic files or records established and maintained in
          the normal course of business.

                                      D-6

<PAGE>

     7.3  Course of Dealing. The conduct of Technical Affiliate, Credit Vendor,
          LOS Vendor, LOS End Users, Fannie Mae and its Licensees in accordance
          with this Exhibit D and any Separate Agreement or other agreement,
          including the use of Signed Documents properly transmitted pursuant to
          this Exhibit D and any Separate Agreement or other agreement, shall
          evidence a course of dealing and course of performance accepted by
          Technical Affiliate, Credit Vendor, LOS Vendor, LOS End Users, Fannie
          Mae and its Licensees for the exclusive purpose of establishing the
          enforceability and validity of contracts formed by the electronic
          transmission and receipt of Documents.

     7.4  No Contest of Validity, Enforceability or Admissibility. Technical
          Affiliate agrees not to contest the validity or enforceability of
          Signed Documents under the provisions of any applicable law relating
          to whether certain agreements are to be in writing or signed by the
          party to be bound thereby. Signed Documents, if introduced as evidence
          on paper in any judicial, arbitration, mediation or administrative
          proceedings, will be admissible as between the parties to the
          controversy to the same extent and under the same conditions as other
          business records originated and maintained in documentary form.
          Neither party shall contest the admissibility of copies of Signed
          Documents under either the business records exception to the hearsay
          rule or the best evidence rule on the basis that the Signed Documents
          were not originated or maintained in documentary form.


8.   DISCLAIMERS; LIMITATIONS ON LIABILITY.

     NEITHER CREDIT VENDOR NOR FANNIE MAE MAKES, AND EACH HEREBY EXPRESSLY
     DISCLAIMS ANY AND ALL, WARRANTIES REGARDING THE SYSTEMS, WHETHER EXPRESS OR
     IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY,
     FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND WARRANTIES ARISING
     FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT DEROGATING THE
     GENERALITY OF THE FOREGOING, FANNIE MAE AND CREDIT VENDOR SPECIFICALLY DO
     NOT WARRANT THAT THE SYSTEMS OR ANY COMPONENT THEREOF WILL (I) PERFORM
     WITHOUT INTERRUPTION OR ERROR, OR THAT ALL IRREGULARITIES, ERRORS, PROBLEMS
     OR DEFECTS WILL BE CORRECTED, (II) MEET TECHNICAL AFFILIATE'S REQUIREMENTS,
     OR (III) BE ACCESSIBLE FROM THE CONFIGURATION WHICH TECHNICAL AFFILIATE MAY
     SELECT. ACCESS TO THE SYSTEMS DURING ANY BETA AND/OR PILOT TEST PERIOD IS
     PROVIDED "AS IS." IN NO EVENT SHALL EITHER PARTY, FANNIE MAE, OR ANY OF
     THEIR RESPECTIVE AFFILIATES, PARTNERS, OFFICERS, EMPLOYEES, DIRECTORS,
     AGENTS, CONTRACTORS, REPRESENTATIVES, SUCCESSORS OR ASSIGNS, AS SUCH, BE
     LIABLE FOR ANY PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR
     SPECIAL DAMAGES UNDER OR IN CONNECTION WITH THIS EXHIBIT D, THE SYSTEMS OR
     ANY CREDIT REPORT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
     PROFITS, INTEREST, REVENUE, DATA OR USE, OR INTERRUPTION OF BUSINESS,
     INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY, WHETHER BASED UPON
     CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, DUTY TO WARN AND
     STRICT LIABILITY), WARRANTY OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, EVEN
     IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY
     EVENT, EXCEPT WITH RESPECT TO SECTION 4 HEREOF, THE TOTAL CUMULATIVE
     LIABILITY OF EITHER PARTY, FANNIE MAE, OR ANY OF THEIR THIRD-PARTY
     LICENSORS, AND THEIR RESPECTIVE AFFILIATES, PARTNERS, OFFICERS, EMPLOYEES,
     DIRECTORS, AGENTS, CONTRACTORS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS, AS
     SUCH, TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOSSES, INCLUDING,
     WITHOUT LIMITATION, CAUSES OF ACTION AND CLAIMS BASED UPON BREACH OF
     CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, DUTY TO WARN AND
     STRICT

                                      D-7

<PAGE>

     LIABILITY), BREACH OF WARRANTY, INDEMNITY OR ANY OTHER LEGAL OR EQUITABLE
     GROUNDS, UNDER OR IN CONNECTION WITH THIS EXHIBIT D, THE SYSTEMS OR ANY
     CREDIT REPORT, SHALL NOT EXCEED THE COMPENSATION PAID BY TECHNICAL
     AFFILIATE TO CREDIT VENDOR.










                                      D-8

Source: OneCLE Business Contracts.