BACKGROUND

EXHIBIT 10.11
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CONFIDENTIAL TREATMENT REQUESTED.
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED
AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

ALLIANCE AGREEMENT

This ALLIANCE AGREEMENT (the "Agreement") is made and entered into as of May 6,
2002 ("Effective Date"), by and between IMX, Inc., a Delaware corporation with a
place of business at 000 X. Xxxxxx Xxxxxxx, Xxxxxxx, Xxxxx 00000 ("IMX") and
LION, Inc. a Washington corporation with a place of business at 0000 00xx Xxxxxx
XX, Xxxxxxx, Xxxxxxxxxx 00000 ("LION").

BACKGROUND

WHEREAS, LION operates an Internet web site located at the URL set forth in
Exhibit A, attached hereto (the "Alliance Details"), or such other URL as LION
may specify from time to time (the "LION Site" or "Site," as the context
indicates) through which it provides certain products and services related to
the mortgage industry (the "LION Products");

WHEREAS, IMX owns a proprietary on-line mortgage information and loan pricing
software application (the "IMX Application") and provides access to and use of
the IMX Application on a hosted basis to end users via the IMX Internet web site
located at the URL set forth in the Alliance Details or such other URL as IMX
may specify from time to time (the "IMX Site" or "Site" as the context
indicates);

WHEREAS, each party desires to perform certain marketing activities to promote
the products and services of the other party, and to share certain revenues
generated as a result of this cross referral relationship in accordance with the
terms and conditions of this Agreement; and

WHEREAS, the parties desire to brand the IMX Application on a co-exclusive basis
under the IMX registered trademark the "IMX Exchange(R)".

NOW THEREFORE, for good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties agree as follows:

AGREEMENT

DEPLOYMENT.
-----------

Establishing the Links. As set forth in the Alliance Details,
each party shall provide to the other certain text and graphics in a mutually
agreed format to create the Links on or before the date set forth in the
Alliance Details (the "Launch Date"). The Link that allows end users to transfer
directly to the IMX Site from the LION Site shall be referred to as the "IMX
Link", and the Link that allows users to transfer directly to the LION Site from
the IMX Site shall be referred to as the "LION Link". Each party shall establish
a system for tracking visitors to its Site that arrive directly via the Link on
the other party's Site. Each party shall designate a representative to
coordinate the parties' deployment efforts (an "Alliance Manager"). The Alliance
Managers are set forth in the Alliance Details.

Informational Materials. Each party (a "Sending Party") shall
provide text and other materials regarding its products and services to the
other (a "Receiving Party") so that the Receiving Party can post an
informational section about the Sending Party's products and services on the
Receiving Party's Site. Prior to posting any information, the Receiving Party
shall permit the Sending Party to review and approve the informational
materials. The Receiving Party agrees to modify or update the text of the
informational section on its Site as reasonably requested by the Sending Party.

Maintaining the Links. IMX agrees to maintain the LION Link
and LION agrees to maintain the IMX Link in good working order without
additional charge.

Attorneys' Fees. Each party agrees to reimburse the other
party for one-half the legal fees paid by that party to its attorneys for
drafting and negotiating this Agreement. The party seeking reimbursement of such
fees shall provide to the other party such documentation as the other party
reasonably requests to substantiate the attorneys' fees for which it is seeking
reimbursement. This provision shall not entitle either party to reimbursement
for any attorneys' fees following the execution of this Agreement, except as
otherwise provided in Section 15.5 of this Agreement.

MARKETING ACTIVITIES.
---------------------

Management of Marketing Activities. Each party shall designate
a liaison contact (a "Marketing Manager") who will be responsible for
coordinating the marketing efforts by the parties pursuant to this Agreement.
Either party may change its Marketing Manager at any time by upon written notice
to the other. The Marketing Managers are set forth in Exhibit B, attached hereto
(the "Marketing Plan").

Marketing Plan. Each party, at its sole expense, will
undertake the activities described in the Marketing Plan, as amended from time
to time. The Marketing Plan describes the marketing and promotional activities
that each party will perform to promote the other party's products and services,
the timeline and schedule for such activities, and objectives and outcomes that
each party shall achieve as a result of performing its obligations pursuant to
the Marketing Plan. Each party shall devote appropriate resources and qualified,
skilled personnel (as defined in Exhibit B) to perform its obligations in
accordance with the Marketing Plan.

CONTRACTUAL RELATIONSHIPS.
--------------------------

Use of the IMX Exchange. IMX shall have the contractual
relationship with mortgage brokers and lenders arriving at the IMX Site via the
IMX Link on the LION Site who obtain a membership to use the IMX Exchange
("Customers Referred by LION"). IMX may enter into an agreement with any
Customers Referred by LION for the delivery of IMX products and services other
than the IMX Exchange, in its sole discretion, and shall have sole and complete
control over the pricing, terms and conditions pursuant to which all customers
will access and use the IMX Exchange. IMX shall be responsible for collecting
all fees related to the use of the IMX Exchange. When a Customer Referred by
LION has qualified to use the IMX Exchange, IMX will include a designation on
the subscription account to denote that the applicable broker or lender is a
Customer Referred by LION.

Use of LION Products. LION shall have the contractual
relationship with mortgage brokers and lenders arriving at the LION Site via the
LION Link on the IMX Site who access and use any LION Products ("Customers
Referred by IMX"). LION may enter into an agreement with any Customers Referred
by IMX in its sole discretion, and shall have sole and complete control over the
pricing, terms and conditions pursuant to which Customers Referred by IMX will
access and use LION Products. LION shall be responsible for collecting the fees
related to the use of the LION Products by Customers Referred by IMX. Upon
completion of the registration process by a Customer Referred by IMX, LION will
include a designation on the subscription account to denote that the applicable
customer is a Customer Subscriber Referred by IMX.

Non-Exclusivity. Nothing in this Agreement will be interpreted
or construed as prohibiting either party from, directly or indirectly, selling
or otherwise making available its products and services through other
distribution channels during the term of this Agreement.

Limited Access to IMX Exchange. After the date of this
Agreement, IMX may only grant end users access to the IMX Application under the
"IMX Exchange" brand, if the end user registers from the LION Site or the IMX
Site, or arrives at the IMX Site via the IMX Exchange Registration Link on
either the IMX Site or the LION Site. IMX agrees that it shall not license the
use of its registered trademark "IMX Exchange" to third parties, except LION,
during the term of this Agreement.

COMMISSIONS AND PAYMENT TERMS.
------------------------------

Commissions. Each party shall remit to the other the revenue
shares and commissions on certain revenues, as applicable, ("Commissions") in
accordance with Exhibit C, attached hereto.

Payment Terms. Neither party (a "Payor") shall be required to
pay Commissions to the other (a "Payee") until such point as the Payor has
actually collected the relevant monies from third parties who owe such funds to
the Payor. All Commissions shall be due within fifteen (15) days of the end of
the quarter. Quarters shall be deemed to end on March 31, June 30, September 30
and December 31 of each year. Where IMX owes Commissions to LION that, in the
aggregate, equal or exceed *** in any one month, IMX shall remit the Commissions
for that month to LION within fifteen (15) days of the end of that month rather
than at the end of the then-current quarter.

Records and Reporting. During the term of this Agreement, each
party shall maintain complete and accurate books and records related to the
Commissions it is obligated to pay to the other party. Upon request, each party
agrees to submit to the other periodic reports related to such Commissions in a
mutually agreed format.

Audit Rights. During the term of this Agreement and for a
period of two (2) years following the termination of this Agreement, each party
agrees that a mutually selected third-party certified public accountant may
inspect its records relevant to determining the accuracy of Commissions paid to
the other party pursuant to this Agreement. Such audits may be conducted no more
than once annually, and may be conducted only during regular business hours,
upon reasonable prior written notice. The party conducting the audit shall bear
and pay the costs for the applicable audit and shall ensure that such audit does
not interfere unreasonably with the other party's normal business operations. In
the event any audit reveals an underpayment by one party, that party shall
promptly remit the difference to the other party, together with interest of one
and a half percent (1.5%) per month, or the legal maximum, whichever is less, on
all past due amounts. Where an audit reveals an underpayment in excess of 5%,
the party who failed to make full payment shall also pay the costs of the
applicable audit.

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*** Confidential material redacted and filed separately with the Commission.

SUBSCRIBER LISTS.
-----------------

IMX Broker and Lender Subscriber List. IMX, in its discretion,
may supply to LION a list of the mortgage brokers and lenders registered or who
register during the term of this Agreement to use the IMX Application ("Broker
Subscribers"), together with their contact information (the "IMX Broker and
Lender Subscriber List"). Broker and Lender Subscribers may include Customers
Referred by LION. IMX's obligation to provide information about any Broker and
Lender Subscriber to LION is contingent upon IMX (a) obtaining consent from such
Broker or Lender Subscriber to the disclosure of its contact information to LION
and (b) taking such steps as IMX deems necessary to comply with all applicable
state and federal laws, rules and regulations, including, without limitation the
Xxxxx-Xxxxx-Xxxxxx Act of 1999. Upon receipt of contact information from IMX for
a Broker or Lender Subscriber, if any, LION shall use such information solely
for the purposes expressly permitted by IMX in writing

LION Broker and Lender List. LION, in its discretion, may
supply to IMX a list of mortgage brokers and lenders who have registered or who
register during the term of this Agreement to use LION Products ("LION Brokers
and Lenders") together with their contact information (the "LION Broker and
Lender List"). LION's obligation to provide information about any LION Broker or
Lender to IMX is contingent upon LION (a) obtaining consent from such LION
Broker or Lender to the disclosure of its contact information to IMX and (b)
taking such steps as LION deems necessary to comply with all applicable state
and federal laws, rules and regulations, including, without limitation the
Xxxxx-Xxxxx-Xxxxxx Act of 1999. Upon receipt of contact information from LION
for a LION Broker or Lender, if any, IMX shall use such information solely for
the purposes expressly permitted by LION in writing.

LICENSE GRANTS.
---------------

License Grant to LION for "IMX Exchange." Subject to the terms
and conditions of this Agreement, IMX hereby grants to LION a co-exclusive,
royalty-free, worldwide and non-transferable license, during the term of this
Agreement and in the United States, to use the IMX registered trademark "IMX
Exchange" solely in connection with performing its marketing obligations under
this Agreement. For purposes of this license grant, "co-exclusive" means that
LION and IMX may both use the xxxx "IMX Exchange," and that IMX will not license
the right to use the xxxx "IMX Exchange" to third parties during the term of
this Agreement. This license grant does not include sublicense rights.

License Grant for IMX Marks. Subject to the terms and
conditions of this Agreement, IMX hereby grants to LION a non-exclusive,
royalty-free, worldwide and non-transferable license, during the term of this
Agreement, to use the trademarks, tradenames, logos and other source identifiers
set forth in the Alliance Details (collectively, "IMX Marks") solely in
connection with performing its marketing obligations under this Agreement. This
license grant does not include sublicense rights.

Use by LION. For purposes of this Section 6.3, "IMX Marks"
shall include the registered trademark "IMX Exchange." LION shall use the IMX
Marks in compliance with the IMX trademark usage guidelines, as amended from
time to time, a copy of which is attached hereto as Exhibit F ("IMX Trademark
Usage Guidelines"). LION shall submit to IMX all advertising and marketing
materials incorporating the IMX Marks for review. IMX shall have the right to
grant its consent to LION's use of the IMX Marks in such materials, which
consent IMX will not unreasonably withhold. LION shall amend its use of the IMX
Marks in all materials, whether in print or electronic format, as requested by
IMX. If IMX becomes aware that LION has used the IMX Marks in violation

of the IMX Trademark Usage Guidelines, then LION shall have ten (10) days from
receipt of notice by IMX to remedy the defects and provide corrected samples of
use of the IMX Marks to IMX. LION acknowledges that IMX is the sole and
exclusive owner of the IMX Marks and agrees that it shall not do anything
inconsistent with such ownership during or after the term of this Agreement,
including, without limitation, filing to register any tradename, servicemark or
trademark that is similar to any IMX Marks in the United States or any other
jurisdiction. LION acknowledges and agrees that its use of the IMX Marks shall
inure to the benefit of and be on behalf of IMX.

License Grant to IMX. Subject to the terms and conditions of
this Agreement, LION hereby grants to IMX a non-exclusive, royalty-free,
worldwide and non-transferable license, during the term of this Agreement, to
use the trademarks, tradenames, logos and other source identifiers set forth in
the Alliance Details (collectively, "LION Marks") solely in connection with
performing its marketing obligations under this Agreement. This license grant
does not include sublicense rights.

Use by IMX. IMX shall use the LION Marks in compliance with
LION's trademark usage guidelines, as amended from time to time, a copy of which
is attached hereto as Exhibit G (the "LION Trademark Usage Guidelines"). IMX
shall submit to LION all advertising and marketing materials incorporating the
LION Marks for review. LION shall have the right to grant its consent to IMX's
use of the LION Marks in such materials, which consent LION will not
unreasonably withhold. IMX shall amend its use of the LION Marks in all
materials, whether in print or electronic format, as requested by LION. If LION
becomes aware that IMX has used the LION Marks in violation of the LION
Trademark Usage Guidelines, then IMX shall have ten (10) days from receipt of
notice by LION to remedy the defects and provide corrected samples of use of the
LION Marks to LION. IMX acknowledges that LION is the sole and exclusive owner
of the LION Marks and agrees that it shall not do anything inconsistent with
such ownership during or after the term of this Agreement, including, without
limitation, filing to register any tradename, servicemark or trademark that is
similar to the LION Marks in the United States or any other jurisdiction. IMX
acknowledges and agrees that its use of the LION Marks shall inure to the
benefit of and be on behalf of LION.

Cross License Grants for Content. Each party (as a "Licensor")
grants to the other (as a "Licensee"), during the term of this Agreement, a
worldwide, non-exclusive, non-transferable, royalty-free license to use, copy,
display and transmit the text, graphics and other materials that Licensor
supplies to Licensee pursuant to this Agreement, including, without limitation,
all materials related to Licensor's products that Licensee posts on Licensee's
Site ("Content") solely in conjunction with performing Licensee's obligations
under this Agreement. Licensee shall not sublicense, modify or create derivative
works of Licensor's Content.

PROPRIETARY RIGHTS.
-------------------

IMX Property. The IMX Application, including its source code,
object code and documentation, and the IMX Broker Subscriber List are
proprietary and valuable trade secrets of IMX. All worldwide right, title and
interest, including without limitation, copyrights, trademarks, trade secrets,
patents, contract and licensing rights and all other intellectual and
proprietary rights in existence now or arising in the future ("Intellectual
Property Rights") in and to the registered trademark "IMX Exchange", IMX Marks,
the IMX Content, the IMX Application, the IMX Site and the IMX Broker Subscriber
List (collectively, "IMX Property") shall remain in IMX, and LION shall not
acquire any interest therein, except as expressly provided in this Agreement.

LION Property. The LION Lender List is a valuable and
proprietary trade secret of LION. All worldwide right, title and interest,
including without limitation, all Intellectual Property Rights, in and to the
LION Marks, the LION Content, the LION Products, the LION Lender List and

the LION Site (collectively "LION Property") shall remain in LION, and IMX shall
not acquire any interest therein, except as expressly provided in this
Agreement.

SUPPORT SERVICES.
-----------------

First Tier Support. For the consideration described in Exhibit
C, LION will provide all customer support services for the IMX Exchange directly
to all Broker Subscribers, regardless of whether they are Broker Subscribers
Referred by LION or other Broker Subscribers registered to use the IMX Exchange
("First Tier Support"). LION shall designate appropriate personnel with whom IMX
can communicate regarding all aspects of First Tier Support and Second Tier
Support ("Designated Personnel"). LION's Designated Personnel are set forth in
Exhibit D. IMX will publish the applicable technical support contact information
for the IMX Exchange, as amended by LION from time to time, on the IMX Site. The
minimum terms and conditions of First Tier Support are set forth in Exhibit D,
attached hereto. IMX shall have no responsibility for providing First Tier
Support to all Broker Subscribers using the IMX Exchange, including, without
limitation Broker Subscribers Referred by LION.

Second Tier Support. IMX shall provide support directly to
LION for the IMX Application in accordance with Exhibit E, attached hereto
("Second Tier Support") during the term of this Agreement for the fees described
in Exhibit E. IMX shall designate appropriate personnel with whom LION can
communicate regarding all aspects of First Tier Support and Second Tier Support
("Designated Personnel"). IMX's Designated Personnel are set forth in Exhibit E.
Unless otherwise specified in Exhibit E, all fees for Second Tier Support shall
be due within thirty (30) days of IMX's invoice.

CONFIDENTIALITY.
----------------

Confidential Information. Each party (a "Recipient")
acknowledges that during the term of this Agreement it may have access to or
receive information from the other party (the "Disclosing Party") that is
confidential and proprietary to the Disclosing Party. "Confidential Information"
means all information that is marked or designated as confidential. In addition,
the following materials, whether or not marked as confidential, shall be deemed
to be Confidential Information: the IMX Application and its source code and
documentation; the IMX Broker Subscriber List; the LION Lender List; all
information of a financial nature, regardless of whether such information
relates to IMX, LION, mortgage lenders or mortgage brokers; customer information
of either party; information related to transactions between either party and
its customers; and the terms and conditions of this Agreement.

Nondisclosure and Nonuse Obligation. During the term of this
Agreement and for a period of two (2) years following the termination of this
Agreement, a Recipient shall not in any way disclose the Confidential
Information of the Disclosing Party to any third party, and shall only use the
Confidential Information of the Disclosing Party to the extent necessary to
perform its obligations under this Agreement. Recipient will treat all
Confidential Information of the Disclosing Party with the same degree of care as
it accords its own Confidential Information, but in no case less than reasonable
care. Recipient will disclose the Confidential Information of the Disclosing
Party only to those of its employees and independent contractors who need to
know such information in order to assist in the performance of this Agreement
and who have entered into written confidentiality agreements with Recipient that
protect the Confidential Information.

Exclusions from Nondisclosure and Nonuse Obligations.
Confidential Information shall not include information that Recipient can
document was (a) in the public domain at or

subsequent to the time communicated to Recipient by Disclosing Party through no
fault of Recipient, (b) rightfully in Recipient's possession free of any
obligation of confidentiality at or subsequent to the time communicated to
Recipient by Disclosing Party, or (c) developed by employees or agents of
Recipient independently of and without reference to any Confidential Information
communicated to Recipient by Disclosing Party. A disclosure of any portion of
Confidential Information either (i) in response to a valid order by a court or
other governmental body, or (ii) otherwise required by law, shall not be
considered to be a breach of this Agreement or a waiver of confidentiality for
other purposes, provided, however, that Recipient shall provide prompt prior
written notice thereof to Disclosing Party to enable Disclosing Party to seek a
protective order or otherwise prevent such disclosure.

Injunctive Relief. Recipient acknowledges and agrees that
monetary damages would not be a sufficient remedy for a breach of its
confidentiality obligations under this Agreement and that Disclosing Party shall
be entitled to injunctive relief as a remedy for any such breach by Recipient.
Such remedy will not be deemed the exclusive remedy for a breach of Disclosing
Party's confidentiality obligations, but will be in addition to all other
available legal and equitable remedies.

TERM AND TERMINATION.
---------------------

Term. This Agreement shall commence as of the Effective Date
and continue for a period of *** (the "Initial Term"), with automatic renewal
terms of *** (each a "Renewal Term") unless either party gives written notice of
its intention not to renew at least sixty (60) days before the end of the
Initial Term or any Renewal Term.

Termination for Cause. Either party may terminate this
Agreement if the other party fails to cure a material breach of this Agreement
within thirty (30) days after receipt of notice from the non-breaching party
specifying the nature of the breach.

Effect of Termination. Upon the termination of this Agreement
for any reason, (a) all licenses granted under this Agreement shall terminate,
(b) each party shall disable the Link on its Site and remove the other party's
Content from its Site, (c) each party shall cease all marketing efforts on the
other party's behalf, (d) LION shall cease using the IMX Marks and the xxxx IMX
Exchange, (e) IMX shall cease using the LION Marks, (e) each party shall, at the
option of the other party, destroy or return all Confidential Information of
that party and certify such destruction or return in writing, (f) IMX's
obligation to provide Second Tier Support to LION shall terminate, (g) LION's
obligation to provide First Tier Support to Broker Subscribers shall terminate,
(h) each party's obligation to pay Commissions to the other shall terminate,
provided, however, that each party shall remain obligated to remit all
Commissions previously accrued, but which it has not yet paid to the other
party, (i) all unpaid support fees for Second Tier Support, if any, shall
accelerate and be immediately due, (j) the contractual relationship between each
party (a "Vendor") and customers referred to it by the other party (a
"Customer") shall continue in accordance with the terms of the agreement between
the applicable Vendor and the applicable Customer, and (k) each party shall
cease using all materials that reference or pertain to the products and services
of the other party.

Survival. The provisions of this Agreement that, by their
terms, require performance following the termination of this Agreement for any
reason, shall survive the termination and include, without limitation, Section 3
(Contractual Relationships), Section 4 (Commissions and Payment Terms), Section
7 (Proprietary Rights), Section 9 (Confidentiality), Section 10.3 (Effect of

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*** Confidential material redacted and filed separately with the Commission.

Termination), 10.4 (Survival), Section 13 (Limitation of Liability), Section 14
(Indemnification) and Section 15 (Miscellaneous).

Publicity. Upon execution of this Agreement, each party may issue a
press release regarding this Agreement, subject to the prior written approval of
the other party (which approval shall not be unreasonably withheld). Except as
provided in this Agreement, neither party shall make any other public
announcement, except as they may mutually agree, with respect to this Agreement.

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

Authority. Each party represents and warrants that it has
obtained the necessary authorization to enter into this Agreement and that the
individual signing this Agreement on its behalf has the authority to bind it to
the terms and conditions of this Agreement.

Compliance with Laws. Each party represents and warrants that
it shall comply with all applicable federal and state laws, as amended, and all
implementing regulations, including, without limitation, the Real Estate
Settlement Procedures Act, Equal Credit Opportunity Act, Fair Credit Reporting
Act, the Fair Housing Act, the Xxxxx-Xxxxx-Xxxxxx Act of 1999.

Technical Support. Each party represents to the other that it
will perform its technical support provisions, described in Exhibit D and
Exhibit E, as applicable, in a professional and workmanlike manner and
consistent with industry standards.

Intellectual Property Rights. IMX represents and warrants to
LION that the IMX Property will not violate the copyrights or trademark rights
of any third party in the United States. LION represents to IMX that the LION
Property will not violate the copyrights or trademark rights of any third party
in the United States.

Marketing Plan. Each party represents and warrants to the
other that it shall (a) devote appropriate resources and skilled personnel to
performing its obligations pursuant to the Marketing Plan and (b) make diligent,
good faith efforts to achieve the outcomes and objectives set forth in the
Marketing Plan.

Customer Service Levels. LION represents and warrants to IMX
that it shall provide at least the same level of quality and service to all
Customers Referred by IMX with respect to LION Products and First Tier Support
as it provides to all other customers of LION Products and recipients of
customer care and support by LION or its designated representatives. IMX
represents and warrants to LION that it shall provide at least the same level of
quality and service to all Customers Referred by LION with respect to the IMX
Exchange as it provides to all other lenders and brokers using the IMX Exchange.

Disclaimer. EXCEPT FOR THE FOREGOING WARRANTIES, EACH PARTY
DISCLAIMS ALL OTHER EXPRESS, IMPLIED AND STATUTORY WARRANTIES RELATED TO THIS
AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD
PARTY RIGHTS.

LIMITATION OF LIABILITY.
------------------------

Allocation of Risk. IMX shall not be liable to LION, or any
party claiming through LION, for any actions or omissions of Customers Referred
by IMX. LION shall not be liable to IMX, or any party claiming through IMX, for
any actions or omissions of Customers Referred by LION.

No Consequential Damages. EXCEPT FOR CLAIMS RELATED TO THE
PARTIES' CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT SHALL
EITHER PARTY BE LIABLE TO OTHER PARTY, OR TO ANY PARTY CLAIMING THROUGH THAT
PARTY, FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, OR
PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE
FORM OF ACTION OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY
SUCH LOSS OR DAMAGE.

Cap on Liability. IN no event shall either partys' TOTAL,
AGGREGATE liability TO the other FOR DAMAGES UNDER THIS AGREEMENT exceed AN
AMOUNT EQUAL TO THE TOTAL COMMISSIONS paid BY one party to the other DURING THE
tWELVE (12) monthS PRIOR TO THE EVENTS ALLEGEDLY GIVING RISE TO THE CLAIM.

INDEMNIFICATION.
----------------

IMX's Obligations. Provided that it receives prompt written
notice, sole control over the defense or settlement of any action and reasonable
assistance from LION, IMX agrees to indemnify, defend and hold harmless LION,
and its officers, directors and employees, from and against all liabilities,
damages, penalties and expenses (including attorneys fees) incurred by LION in
connection with any suit, claim or proceeding arising from or related to any
allegation that (a) IMX's use of the LION Lender List or any other information
that LION provides to IMX pursuant to this Agreement violates any laws and
related regulations, as amended, including, without limitation the
Xxxxx-Xxxxx-Xxxxxx Act of 1999 and its implementing regulations, and (b) the IMX
Property violates the copyrights or trademark rights of any third party in the
United States. In the event of a claim of infringement related to the IMX
Property, IMX may, in its sole discretion, (i) modify the allegedly infringing
materials so that they are no longer infringing, (ii) obtain a license for LION
to continue using the allegedly infringing materials, or (iii) if neither (i)
nor (ii) is practicable, IMX may terminate this Agreement.

LION's Obligations. Provided that it receives prompt written
notice, sole control over the defense or settlement of any action and reasonable
assistance from IMX, LION agrees to indemnify, defend and hold harmless IMX, and
its officers, directors and employees, from and against all liabilities,
damages, penalties and expenses (including attorneys fees) incurred by IMX in
connection with any suit, claim or proceeding arising from or related to any
allegation that (a) LION's use of the IMX Broker Subscriber List or any other
information that IMX provides to LION pursuant to this Agreement violates any
laws and related regulations, as amended, including, without limitation the
Xxxxx-Xxxxx-Xxxxxx Act of 1999 and its implementing regulations, and (b) the
LION Property violates the copyrights or trademark rights of any third party in
the United States. In the event of a claim of infringement related to the LION
Property, LION may, in its sole discretion, (i) modify the allegedly infringing
materials so that they are no longer infringing, (ii) obtain a license for IMX
to continue using the allegedly infringing materials, or (iii) if neither (i)
nor (ii) is practicable, LION may terminate this Agreement.

MISCELLANEOUS.
--------------

No Partnership or Joint Venture. The parties' relationship
under this Agreement is one of independent contractors. Nothing herein shall be
construed to create a partnership, employment relationship, joint venture, or
agency relationship, or to require the parties to engage in any joint business
activities in the future.

Assignment. Neither party may assign this Agreement without
the prior written consent of the other party, which such party shall not
unreasonably withhold. This Agreement will bind and inure to the benefit of the
parties and their successors and permitted assigns.

Governing Law. This Agreement shall be governed in all
respects by the laws of the State of Texas without regard to its conflict of
laws provisions.

Jurisdiction and Venue. IMX and LION agree that the sole venue
and jurisdiction for disputes from this Agreement shall be the appropriate state
or federal court located in the City of the (the "Responding Party"), and IMX
and LION hereby submit to the jurisdiction of such courts.

Attorneys' Fees. The prevailing party in any legal proceeding
to interpret or enforce the terms and conditions of this Agreement shall be
entitled to recover its actual attorneys' fees and the costs of such proceeding,
including on appeal.

Notices. All notices or requests shall be in writing and shall
be sent to the address below each party's signature by facsimile, or recognized
commercial overnight courier. Notices shall be deemed received upon receipt of
written confirmation of transmission when sent by facsimile, or signing for
receipt of delivery if sent by overnight courier.

Severability; Waiver. If any provision of this Agreement is
held by a court of competent jurisdiction to be invalid or unenforceable, (a)
that provision shall be deemed amended to achieve as nearly as possible the same
economic effect as the original provision, and (b) the legality, validity and
enforceability of the remaining provisions of this Agreement shall not be
affected or impaired thereby. Failure by either party to enforce any provision
of this Agreement shall not be deemed to be a waiver of future enforcement of
that or any other provision of this Agreement.

Force Majeure. Neither party shall be liable for failure or
delay in the performance of any of its obligations under this Agreement if such
delay or failure is beyond the control and not caused by the negligence of the
non-performing party.

Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Facsimiles shall be
treated as originals.

Amendment; Entire Agreement. This Agreement may only be
amended by mutual, written agreement of authorized representatives of the
parties. This Agreement, together with the Exhibits, contains the entire
agreement between the parties with respect to its subject matter, and supersedes
all other prior or contemporaneous agreements or understandings, oral or
written, with respect to its subject matter, including, without limitation the
Confidentiality Agreement executed by the parties on January 10, 2002.

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

IMX LION
IMX, Inc. LION, Inc.

By: By:
----------------------------------------- -----------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxx Xxxxxxx
Title: President; Chief Executive Officer Title: President
Address: 000 X. Xxxxxx Xxxxxxx Address: 0000 00xx Xxxxxx XX
Xxxxxxx, Xxxxx 00000 Xxxxxxx, XX 00000
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000

Exhibit A
---------
Alliance Details
----------------

This Exhibit A is incorporated into the Agreement by and between IMX
and LION and shall be governed by all of its terms and conditions. Unless
otherwise specified herein, capitalized terms in this Exhibit A will have the
same meaning as in the Agreement

SITES.

1. LION URL: xxxx://xxx.XXXXxxx.xxx

2. IMX URL: xxxx://xxx.XXX.xxx

WEB PAGES WHERE IMX LINK AND LION LINK SHALL APPEAR

1. IMX Link: xxxx://xxx.XXXXxxx.xxx/___________

2. LION Link: xxxx://xxx.XXX.xxx/_____________

LAUNCH DATE. Each party will establish the Link on its Site and launch the
applicable portions of its Site on or before ***

ALLIANCE MANAGERS. Each party shall promptly notify the other in the event it
changes its Alliance Manager. The Alliance Managers for purposes of deployment
and the marketing activities pursuant to the Agreement will be:

--------------------------------------------------------------------------------
For IMX For LION
------- --------
Name: Xxx Xxxxxx Name: Xxxx Xxxxxxx
Title: Project Manager Title: Project Manager
Address: 000 Xxxx Xxxxxx Xxxxxxx Address: 0000 X. Xxxxxxxx Xxxx., #000
Xxxxxxx, XX 00000 Xxxxxx, XX 00000
Fax: 832/000-0000 Fax: 000-000-0000
Telephone:000-000-0000 Telephone: 000-000-0000
Email:xxx.xxxxxx@xxx.xxx Email: xxxxxxxx@xxxxxxx.xxx
--------------------------------------------------------------------------------

TRADEMARKS

1. LION Marks: LION, Inc.
XxxxXxx.xxx
LION Loan SearchTM
LION Loan LinkTM
LION News NowTM
Free Mortgage Dot ComTM
LION Pro
Xxxxxxxx000.xxx

*** Confidential material redacted and filed separately with the Commission.

[logos]

2. IMX Marks: IMX EXCHANGE(R)
IMX(R)
RateSearchSM

[logos]

Exhibit B
Marketing Plan

This Exhibit B is incorporated into the Agreement by and between IMX
and LION and shall be governed by all of its terms and conditions. Unless
otherwise specified herein, capitalized terms in this Exhibit B will have the
same meaning as in the Agreement.

MARKETING PLAN. Each party shall undertake the following marketing activities
during the term of this Agreement.

MARKETING MANAGERS. Each party shall promptly notify the other in the event it
changes its Marketing Manager. The Marketing Managers for purposes of the
marketing activities pursuant to the Agreement will be:

--------------------------------------------------------------------------------
For IMX For LION
------- --------
Name: Xxx Xxxxxx Name: Xxxx Xxxxxxx
Title: Project Manager Title: Vice President of Marketing
Address: 000 Xxxx Xxxxxx Xxxxxxx Address: 0000 X. Xxxxxxxx Xxxx., #000
Xxxxxxx, XX 00000 Xxxxxx, XX 00000
Fax: 832/000-0000 Fax: 000-000-0000
Telephone:000-000-0000 Telephone:000-000-0000
Email:xxx.xxxxxx@xxx.xxx Email: xxxxxxxx@xxxxxxx.xxx
--------------------------------------------------------------------------------

PLACEMENT OF MATERIALS.

1. Placement of IMX's Marks and the IMX Exchange Xxxx on LION's Site

2. Placement of LION's Marks on the IMX Site.

Create an approval process for reviewing and approving the layout of the page
where each party's materials and Marks will appear on the other party's Site.

3. LION'S OBLIGATIONS: LION shall make good faith efforts during the term of
this Agreement to promote the IMX Application under the IMX Exchange brand. More
specifically, LION shall perform the following activities pursuant to the
applicable timeline or schedule:

----------------------------------- ----------------------------- ---------------------------- -----------------------
MARKETING ACTIVITY TIMELINE OR DATE FOR OUTCOMES OR OBJECTIVES ADDITIONAL INFORMATION
PERFORMANCE
----------------------------------- ----------------------------- ---------------------------- -----------------------

----------------------------------- ----------------------------- ---------------------------- -----------------------

Development of marketing *** Promote strategic alliance Co-marketing material
collateral with IMX for web and print
----------------------------------- ----------------------------- ---------------------------- -----------------------
Trade shows *** Promote strategic alliance Provide co-marketing
with IMX on trade-show
schedule
----------------------------------- ----------------------------- ---------------------------- -----------------------
Broadcast email *** Promote strategic alliance Email co-marketing to
with IMX current LION customers
----------------------------------- ----------------------------- ---------------------------- -----------------------
Broadcast fax *** Promote strategic alliance Fax co-marketing to
with IMX current LION customers
----------------------------------- ----------------------------- ---------------------------- -----------------------
Promotional incentive *** Promote strategic alliance Offer LION product to
with IMX IMX brokers
----------------------------------- ----------------------------- ---------------------------- -----------------------

4. IMX'S OBLIGATIONS: IMX shall make good faith efforts during the term of this
Agreement to promote the LION Products. More specifically, IMX shall perform the
following activities pursuant to the applicable timeline or schedule:

Web site promotion and placement *** Promote strategic alliance Place co-marketing
with LION material on XXX.xxx
----------------------------------- ----------------------------- ---------------------------- -----------------------
Telemarketing *** Provides LION with broker Provide LION with
data to market and sell broker list of
IMX Exchange(R) current IMX brokers
----------------------------------- ----------------------------- ---------------------------- -----------------------
*** Provide copy of IMX
Broker Registration
within one business
day
----------------------------------- ----------------------------- ---------------------------- -----------------------
Development of marketing *** Promote strategic alliance Co-marketing material
collateral with LION for web and print
----------------------------------- ----------------------------- ---------------------------- -----------------------
Trade show plans *** Promote strategic alliance Provide co-marketing
with LION on trade-show
schedule
----------------------------------- ----------------------------- ---------------------------- -----------------------

----------------------------------- ----------------------------- ---------------------------- -----------------------
Broadcast email *** Promote strategic alliance Email co-marketing to
with LION current IMX customers
----------------------------------- ----------------------------- ---------------------------- -----------------------
Broadcast fax *** Promote strategic alliance Fax co-marketing to
with LION current IMX customers
----------------------------------- ----------------------------- ---------------------------- -----------------------
Promotional incentive *** Promote strategic alliance Offer IMX product to
with LION LION Lenders
----------------------------------- ----------------------------- ---------------------------- -----------------------

*** Confidential material redacted and filed separately with the Commission.

Exhibit C
---------
Commissions
-----------

This Exhibit C is incorporated into the Agreement by and between IMX
and LION and shall be governed by all of its terms and conditions. Unless
otherwise specified herein, capitalized terms in this Exhibit C will have the
same meaning as in the Agreement.

A. LION'S OBLIGATIONS. During the term of this Agreement, LION shall pay to IMX
a Commission of *** for each Customer Referred by IMX that registers and
successfully completes arrangement for membership on the LION Site or otherwise
uses any LION Products. LION's obligation to remit such Commission for each
Customer Referred by IMX shall accrue upon the completion of the registration
form on LION's Site by the applicable Customer Referred by IMX. LION shall remit
Commissions to IMX in accordance with the payment terms in the Agreement.

B. IMX'S OBLIGATIONS. During the term of this Agreement, IMX shall pay the
following Commissions to LION in accordance with the payment terms in the
Agreement.

1. REFERRAL FEES FOR CUSTOMERS REFERRED BY LION.

a. Broker Subscribers. IMX will pay to LION a fee of *** for each mortgage
broker that arrives at the IMX Site via the IMX Link on the LION Site and
successfully applies for and qualifies to be a Broker Subscriber on the IMX
Exchange. IMX's obligation to pay such fee shall accrue at the time IMX approves
such Broker Subscriber to act as a broker member on the IMX Exchange.

b. Lender Subscribers. IMX will pay to LION a fee of *** for each mortgage
lender that arrives at the IMX Site via the IMX Link on the LION Site or
otherwise is referred or sold by LION (excepting lenders that execute IMX lender
subscriber agreements prior to the Launch Date) and enters into IMX's standard
form of agreement for using the IMX Exchange or IMX Application ("Lender
Subscribers"). IMX's obligation to pay such fee shall accrue at the time the
applicable Lender Subscriber has closed and funded ten (10) loans using the IMX
Exchange.

2. SHARED REVENUE. In any month during the term of this Agreement that IMX's Net
Closed Loan Revenue exceeds ***, IMX will pay to LION 50% of all Net Closed Loan
Revenue ("LION's Revenue Share" (subject to adjustment as provided in Section C.
below)). "Net Closed Loan Revenue" means the transaction fees that IMX collects
from Lender Subscribers in connection with the closing of loans by Lender
Subscribers, less all portions of such fees that IMX is obligated to pay to
third parties. LION shall not be entitled to collect LION's Revenue Share in any
month for which IMX collects less than *** in Net Closed Loan Revenue. The
collection by IMX of *** per month shall be deemed to be the "IMX Revenue
Baseline".

3. EXCLUSIONS. LION acknowledges and agrees that Net Closed Loan Revenue shall
not include any other revenue that IMX collects from Broker Subscribers, Lender
Subscribers or any other end users of the IMX Exchange, the IMX Application or
any other products and services offered by IMX, including, without limitation,
fees that IMX collects for broker approval requests, hosting services, license
fees, technical support and maintenance fees, software development and
customization fees, and monthly maintenance fees for lenders' programs and
products.

*** Confidential material redacted and filed separately with the Commission.

C. CONSIDERATION FOR FIRST TIER SUPPORT. As consideration for LION's provision
of First Tier Support to Broker Subscribers during the term of this Agreement,
IMX agrees to reduce the IMX Revenue Baseline by *** for every *** in Net Closed
Loan Revenue that IMX collects in excess of IMX's Revenue Baseline. For example,
if IMX collects *** in Net Closed Loan Revenue in one month, then LION's Revenue
Share shall be based upon an IMX Revenue Baseline of *** rather than *** for
that month, and LION's Revenue Share would be based upon all Net Closed Loan
Revenue between *** and ***.

*** Confidential material redacted and filed separately with the Commission.

Exhibit D
---------
Minimum Terms and Conditions of First Tier Support
--------------------------------------------------

This Exhibit D is incorporated into the Agreement by and between IMX
and LION and shall be governed by all of its terms and conditions. Unless
otherwise specified herein, capitalized terms in this Exhibit D will have the
same meaning as in the Agreement.

1. TRAINING AND SUPPORT TECHNICIANS. LION shall require personnel who possess
sufficient knowledge and technical skill to provide First Tier Support to Broker
Subscribers to attend training sessions taught by IMX personnel as described in
Exhibit E of this Agreement. LION will maintain technicians who are sufficiently
skilled, trained and experienced to identify and resolve most support issues for
Broker Subscribers using the IMX Exchange and who shall respond to supports
requests from Broker Subscribers during the term of the Agreement.

2. FIRST TIER SUPPORT HOURS AND CONTACT INFORMATION. LION will provide First
Tier Support to Broker Subscribers Monday through Friday (except holidays) from
6:30 AM to 5:00 PM Pacific Time at (000) 000-0000. LION currently observes the
following holidays: New Year's Day; President's Day, Memorial Day; Fourth of
July; Labor Day; Thanksgiving and the Friday following Thanksgiving; Christmas
Eve Day; and Christmas Day. These numbers, dates and hours are subject to change
upon notice from LION. LION will supply current and accurate contact information
for First Tier Support to IMX so that IMX can publish current and accurate
technical support contact information for Broker Subscribers on the IMX Site.

3. RESPONSE TIMES FOR FIRST TIER SUPPORT REQUESTS. LION shall make all
reasonable efforts to resolve problems reported by Broker Subscribers with
respect to the IMX Exchange within [one (1)] business day of receiving a request
for First Tier Support ("Response Time"). If LION cannot resolve the problem
with the Response Time, LION agrees to assign a dedicated support technician to
that particular Broker Subscriber on a continuous basis until the problem is
resolved.

4. LIMITATIONS OF FIRST TIER SUPPORT. LION is not required to correct problems
that require modification to, or the issuance of patches and bug fixes for, the
IMX Application. Where LION determines that a problem with the IMX Exchange is
due to an error in the IMX Application, it shall notify IMX and cooperate with
IMX to identify the nature or source of problems and to replicate such problems.

5. LION'S DESIGNATED CONTACTS. LION shall promptly notify IMX in the event it
changes its Designated Representatives. LION's Designated Representatives for
coordinating First Tier Support and Second Tier Support (Exhibit E) will be:

--------------------------------------------------------------------------------

Name: Xxx Xxxxxx Name: Xxxxxx Xxxxx
Title: Director of Customer Care Title: Director of Originator Services
Address: 0000 X. Xxxxxxxx Xxxx. #000 Address: 0000 X. Xxxxxxxx Xxxx. #000
Xxxxxx, XX 00000 Xxxxxx, XX 00000
Fax: 000-000-0000 Fax: 000-000-0000
Telephone: 000-000-0000 Telephone: 000-000-0000
Email: xxxxxxx@xxxxxxx.xxx Email: xxxxxx@xxxxxxx.xxx
--------------------------------------------------------------------------------

6. IMX'S REMEDIES. LION's failure to provide First Tier Support to Broker
Subscribers in accordance with this Exhibit D and in a professional, workmanlike
manner and consistent with industry standards shall constitute a material breach
of the Agreement.

Exhibit E
---------
Second Tier Support
-------------------

This Exhibit E is incorporated into the Agreement by and between IMX and
LION and shall be governed by all of its terms and conditions. Unless otherwise
specified herein, capitalized terms in this Exhibit E will have the same meaning
as in the Agreement.

1. IMX'S DESIGNATED REPRESENTATIVES. IMX shall promptly notify LION in the event
it changes its Designated Representative. IMX's Designated Representatives for
coordinating First Tier Support and Second Tier Support will be:

--------------------------------------------------------------------------------
Name: Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxx
Title: Broker Services Representative Title: Broker Services Representative
Address: 000 Xxxx Xxxxxx Xxxxxxx, Address: 000 Xxxx Xxxxxx Xxxxxxx,
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
Fax: 832/000-0000 Fax: 832/000-0000
Telephone: 832/000-0000 Telephone:832/000-0000
Email: xxxxxx.xxxxxxxxx@xxx.xxx Email: xxxxxx.xxxxxxxx@xxx.xxx
--------------------------------------------------------------------------------

2. TERM AND FEES. IMX will provide Second Tier Support to LION during the term
of the Agreement as follows:

o Up to twenty (20) hours per week at no charge

o All Second Tier Support requests in excess of twenty (20) hours in one
week shall be billed to LION at IMX's then-current rates.

3. TRAINING. IMX will provide the following training sessions to LION's
personnel at no additional charge to LION:

o Two work days of training for LION's Designated Representatives at
LION's facility on mutually agreed days. Such training shall be in a
"train the trainer" format so as to enable LION's Designated
Representatives to train LION's First Tier Support technicians to
provide First Tier Support to Broker Subscribers

o One full day of general training for up to twenty (20) of LION's
personnel at LION's facility on a business day that day after the
two-day training session for LION's Designated Representatives

Upon request by LION, IMX will provide additional training sessions to LION's
personnel at mutually agreed times and places and at IMX's then-current rates
and terms.

4. TRAINING EXPENSES. LION and IMX shall share the costs equally for travel,
lodging and reasonable expenses of all IMX personnel conducting training at
LION's facility.

5. SECOND TIER SUPPORT HOURS AND CONTACT INFORMATION. Second Tier Support hours
are Monday through Friday (except holidays) from 8:00 AM to 6:00 PM Central Time
at (000) 000-0000. IMX currently observes the following holidays: New Year's
Day; President's Day, Memorial Day; Fourth of July; Labor Day; Thanksgiving and
the Friday following Thanksgiving; Christmas Eve Day; and Christmas Day. For
Second Tier Support outside support hours, LION may leave a voicemail at (800)
000-0000, send a fax to (000) 000-0000, or send an email message to
xxxxxxxxxxxxxxx@xxx.xxx. IMX will respond to the request during the next
business day. These numbers, dates and hours are subject to change upon notice
from IMX.

6. SUPPORT FOR IMX APPLICATION. Where IMX determines that a malfunction reported
by LION with respect to the IMX Exchange is due to a bug or error in the IMX
Application, IMX will make commercially reasonable efforts to promptly develop
and deploy a patch or work-around to remedy such bug or error at no additional
charge to LION.

7. LION'S RESPONSIBILITIES. LION is responsible for: (a) maintaining trained
Designated Representatives with working knowledge of (i) LION's computer
software programs, hardware components and other equipment associated with the
LION Site and LION Products and (ii) the IMX Exchange; (b) notifying IMX of
suspected errors in the IMX Application and the need for service, and (c) upon
request, assisting IMX in re-creating any errors.

8. LIMITATIONS. Second Tier Support shall not apply to the following:

(i) NEW PRODUCTS. Second Tier Support does not include any IMX
products or software that are new products or software, as opposed to
the IMX Application under the IMX Exchange brand. Where IMX releases
new products and software, LION may obtain a license to such products
and software pursuant to a separate license agreement with IMX.
(ii) EXTERNAL FACTORS. Second Tier Support will not apply
where end users experience problems using the IMX Exchange that result
from interruptions or problems caused by Internet service providers,
other problems due to the Internet or factors external to the IMX
Application.
(iii) LION'S EQUIPMENT. IMX will not provide Second Tier
Support with respect to problems arising from LION's or Broker
Subscribers' hardware components, software applications provided by
third parties or any other equipment.
(iv) ON SITE SUPPORT. Second Tier Support does not include
diagnostic and remedial assistance at LION's facilities or other
locations. If LION requires on-site technical services, IMX may provide
such services, at its discretion, pursuant to a separate consulting
agreement and for its then-current fees for such services.

Exhibit F
---------
IMX Trademark Usage Guidelines
------------------------------

IMX TRADEMARKS. These guidelines apply to the following IMX, Inc. ("IMX")
trademarks, trade names, service marks and logos (collectively "the licensed
trademarks"), subject to such additions, deletions and changes as may be
communicated to LION by IMX from time to time, including the following:

IMX EXCHANGE(R)
IMX(R)

[logos]

1. LION may use the licensed trademarks for the term set forth in the Alliance
Agreement with IMX dated May 6, 2002 (the "Agreement") and in accordance with
the terms and conditions of the Agreement and these trademark usage guidelines.
LION's license to use the licensed trademarks will terminate upon the
termination or expiration of the Agreement. IMX may amend these guidelines from
time to time during the term of LION's license grant for the licensed
trademarks.

2. LION may only use the licensed trademarks in the format set forth above, or
as otherwise provided by IMX. LION must maintain the consistency of the visual
design of the licensed trademarks, and may not alter the licensed trademarks
without the prior written consent of IMX.

3. LION must use the licensed trademarks in a manner that distinguishes the
licensed trademarks from the surrounding text. LION may not incorporate the
licensed trademarks into LION's tradename, the name of a division or product
name or LION's trademarks (or those of any third party). The licensed trademarks
should not be placed so physically close to another xxxx, name or other
background material so as to create the appearance that the licensed trademark
is a part of another xxxx, name, or that the licensed trademark includes text or
designs that are not a part of the licensed trademark.

4. IMX will provide the licensed trademarks to LION with either a (R)
designation or a "(TM)" designation. Whenever possible LION must always display
the licensed trademarks with the designation provided by IMX. At a minimum, the
designation should be used at least once in each piece of printed matter,
computer screen, etc. and preferably the first time the licensed trademark
appears. Because the (R) designation may only be used for federally registered
trademarks, do not use the (R) designation with the licensed trademarks unless
IMX has indicated that it is the appropriate designation for any particular
licensed trademark. In addition, do not place the "TM" in a circle. The circle
is reserved for the (R) designation. The trademark designation should be in a
raised (superscript) position following the licensed trademarks, in uppercase
letters.

5. The licensed trademarks are proper adjectives and should, whenever possible,
be followed by the common descriptive name of the licensed product or service.
This should be done at least the first time the licensed trademark appears in
each piece of printed matter, computer screen, etc. The preferred descriptive
name for purposes of the Agreement is:

The IMX Exchange(R)

6. The use of the licensed trademarks will be accompanied by the following
trademark notice:

The IMX Exchange(R), IMX(R) and the IMX logo are registered trademarks
and service marks protected in the United States and other countries,
and are owned by IMX. They may not be reproduced, copied or modified in
whole or part without written permission from IMX, Inc. Other brands or
product names are the trademarks or service marks of their respective
owners, should be treated as such, and may be registered in various
jurisdictions.

7. LION agrees to provide copies of all of its uses of the licensed trademarks
to IMX. LION acknowledges and agrees that IMX reserves the right to require LION
to conform its use of the licensed trademarks to these guidelines, or as IMX may
otherwise designate in its discretion.

8. Licensed trademarks identify the source of IMX's goods and services and
embody the reputation and good will of IMX and its online financial services
market for trading certain types of loans and mortgages. IMX has worked
diligently to establish and promote its trademarks, and intends to take all
necessary steps to prevent the misuse of its trademarks. LION should not use the
licensed trademarks in an undignified manner that may compromise the reputation
of IMX or the licensed trademarks.

9. LION acknowledges and agrees that its use of the licensed trademarks will
inure to the benefit and be on behalf of IMX. LION will not obtain any rights in
the licensed trademarks beyond those expressly granted to LION in the Agreement
and under these guidelines. LION agrees not to contest the rights of IMX in any
licensed trademark, and to promptly notify IMX in the event that it learns of
any infringement upon the rights of IMX in any of the licensed trademarks by any
third party. IMX reserves the sole right to itself to take any action in respect
of the infringement of any of the licensed xxxx.

10. LION agrees to cease any and all further use of the licensed trademarks in
any manner whatsoever upon termination of the Agreement.

IMX CONSIDERS THE RIGHT TO USE ITS TRADEMARKS A PRIVILEGE. PLEASE RESPECT THAT
PRIVILEGE BY FOLLOWING THE GUIDELINES SET FORTH ABOVE. THANK YOU.

Exhibit G
---------
LION Trademark Usage Guidelines
-------------------------------

LION TRADEMARKS. These guidelines apply to the following LION, Inc. ("LION")
trademarks, trade names, service marks and logos (collectively "the licensed
trademarks"), subject to such additions, deletions and changes as may be
communicated to IMX by LION from time to time, including the following:

LION, Inc.
XxxxXxx.xxx
LION Loan SearchTM
LION Loan LinkTM
LION News NowTM
Free Mortgage Dot ComTM
LION Pro
Xxxxxxxx000.xxx

[logos]

1. IMX may use the licensed trademarks for the term set forth in the Alliance
Agreement with IMX dated May 6, 2002 (the "Agreement") and in accordance with
the terms and conditions of the Agreement and these trademark usage guidelines.
IMX's license to use the licensed trademarks will terminate upon the termination
or expiration of the Agreement. LION may amend these guidelines from time to
time during the term of IMX's license grant for the licensed trademarks.

2. IMX may only use the licensed trademarks in the format set forth above, or as
otherwise provided by LION. IMX must maintain the consistency of the visual
design of the licensed trademarks, and may not alter the licensed trademarks
without the prior written consent of LION.

3. IMX must use the licensed trademarks in a manner that distinguishes the
licensed trademarks from the surrounding text. IMX may not incorporate the
licensed trademarks into IMX's tradename, the name of a division or product name
or IMX's trademarks (or those of any third party). The licensed trademarks
should not be placed so physically close to another xxxx, name or other
background material so as to create the appearance that the licensed trademark
is a part of another xxxx, name, or that the licensed trademark includes text or
designs that are not a part of the licensed trademark.

7. LION will provide the licensed trademarks to IMX with either a (R)
designation or a "(TM)" designation. Whenever possible IMX must always display
the licensed trademarks with the designation provided by LION. At a minimum, the
designation should be used at least once in each piece of printed matter,
computer screen, etc. and preferably the first time the licensed trademark
appears. Because the (R) designation may only be used for federally registered
trademarks, do not use the (R) designation with the licensed trademarks unless
LION has indicated that it is the appropriate designation for any particular
licensed trademark. In addition, do not place the "TM" in a circle. The circle
is reserved for the (R) designation. The trademark designation should be in a
raised (superscript) position following the licensed trademarks, in uppercase
letters.

8. The licensed trademarks are proper adjectives and should, whenever possible,
be followed by the common descriptive name of the licensed product or service.
This should be done at least the first time the licensed trademark appears in
each piece of printed matter, computer screen, etc. The preferred descriptive
name for purposes of the Agreement is:

TO BE COMPLETED BY LION

9. The use of the licensed trademarks will be accompanied by the following
trademark notice:

LION, Inc.; XxxxXxx.xxx; LION Loan SearchTM ; LION Loan LinkTM ; LION
News NowTM ; Free Mortgage Dot ComTM; LION Pro; Xxxxxxxx000.xxx; and
the LION logos are registered trademarks and service marks protected in
the United States and other countries, and are owned by LION. They may
not be reproduced, copied or modified in whole or part without written
permission from LION, Inc. Other brands or product names are the
trademarks or service marks of their respective owners, should be
treated as such, and may be registered in various jurisdictions.

7. IMX agrees to provide copies of all of its uses of the licensed trademarks to
LION. IMX acknowledges and agrees that LION reserves the right to require IMX to
conform its use of the licensed trademarks to these guidelines, or as LION may
otherwise designate in its discretion.

8. Licensed trademarks identify the source of LION's goods and services and
embody the reputation and good will of LION and its online portal for mortgage
brokers. LION has worked diligently to establish and promote its trademarks, and
intends to take all necessary steps to prevent the misuse of its trademarks. IMX
must not use the licensed trademarks in an undignified manner that may
compromise the reputation of LION or the licensed trademarks.

9. IMX acknowledges and agrees that its use of the licensed trademarks will
inure to the benefit and be on behalf of LION. IMX will not obtain any rights in
the licensed trademarks beyond those expressly granted to LION in the Agreement
and under these guidelines. IMX agrees not to contest the rights of LION in any
licensed trademark, and to promptly notify LION in the event that it learns of
any infringement upon the rights of LION in any of the licensed trademarks by
any third party. LION reserves the sole right to itself to take any action in
respect of the infringement of any of the licensed xxxx.

10. IMX agrees to cease any and all further use of the licensed trademarks in
any manner whatsoever upon termination of the Agreement.

LION CONSIDERS THE RIGHT TO USE ITS TRADEMARKS A PRIVILEGE. PLEASE RESPECT THAT
PRIVILEGE BY FOLLOWING THE GUIDELINES SET FORTH ABOVE. THANK YOU.

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Table of Contents

BACKGROUND

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