Licensing And Web Site Hosting Agreement

• Expiration Date: 26 February 2000
• Date: 26 February 1999
• Parties: Mortgage Logic.com, Inc. ("Client"), TrueLink, Inc. ("TrueLink")
• State: California
• Renewal Term: successive 1 year
• Section: Commercial Contracts

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EXHIBIT 10.4

LICENSING AND WEB SITE HOSTING AGREEMENT

This Agreement is entered into on February 26, 1999, (the "Effective

Date") by and between Mortgage Logic.com, Inc. ("Client"), with an address at

Two Venture Plaza, 2 Venture, Irvine, California 92618 and TrueLink, Inc.

("TrueLink"), with an address at 3026 South Higuera, San Luis Obispo, California

93401.

WHEREAS, TrueLink is in the business of (i) developing and licensing

interface software (the "Interface") to third parties; (ii) providing access to

credit bureau information to third parties through the Interface; and (iii)

providing certain technical support and programming customization services to

users of the Interface substantially similar to those specifically enumerated

herein (collectively "Support Services"); and

WHEREAS, TrueLink is licensed (or will be licensed) to provide access

through the Interface to automated underwriting systems made available by

certain third party investors or mortgage insurers (each such system is referred

to hereafter as a "System", and all systems for which TrueLink is licensed to

provide access are collectively referred to hereafter as the "Systems"); and

WHEREAS, Client desires to obtain access (for itself and for certain of

Client's correspondent broker customers) for communications with, and use of,

the Interface, including credit bureau information, by transmitting information

and data to and receiving information and data from the Interface and such

Support Services as Client may from time-to-time specify; and

WHEREAS, TrueLink is willing to provide to Client and to certain of

Client's correspondent broker customers access to the Interface and various

Support Services, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises herein and other

good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties agree as follows:

1. DEFINITIONS.

a. Browser. The term "Browser" refers to a program used to

provide interactive, graphical access to sites on the World Wide Web.

b. Client Content. The term "Client Content" means all

text, words, names, likenesses, trademarks, logos, artwork, graphics, video,

audio, HTML, JAVA or other coding, domain names, image maps, links, software

applications, or other content that appear on, or are provided to TrueLink by or

on behalf of Client for uploading to or downloading from, the Web Site.

c. Client's Intellectual Property. The term "Client

Intellectual Property" means, client's designs, customer lists, formulas,

procedures, methods, apparatus, ideas, creations, improvements, works of

authorship, materials, processes, inventions, techniques, data, know-how,

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show-how, algorithms, programs, subroutines, tools, patents and patentable

materials, copyrights and copyrightable materials and trade secrets.

d. Credit Data. The term "Credit Data" means data of any

borrower or loan applicant of Client or BNC Mortgage, Inc., or any of their

affiliates, or any of their customers or brokers, provided that such data (i)

consists only of raw credit data regarding the creditworthiness of such a

borrower or loan applicant provided by third party credit repositories which

currently consists of TransUnion Credit Information Services, Equifax Credit

Information Services or Experien Information Services that is submitted,

transmitted or in any way sent through the Interface and is the later of (I) the

later of 31 days old from that date of receipt thereof by TrueLink or that date

on which such data is "archived" pursuant to TrueLink's internal operating

procedures consistently applied or (II) such date as may be agreed to between

Client and Keith Guy provided that the parties acknowledge that such parties

will discuss a date on which such data is similarly "archived" third party

credit repositories as referred in this subparagraph (d) and (ii) is not

combined, compared with or against, integrated or presented in any way with any

Client Proprietary Information.

e. Credit Reporting Agreement. The term "Credit Reporting

Agreement" means the various agreements between TrueLink and each of TransUnion

Credit Information Services, Experien Information Services and Equifax Credit

Information Services pursuant to which TrueLink is provided raw credit data from

time to time.

f. TrueLink's Intellectual Property. The term "TrueLink

Intellectual Property" means any or its intellectual property associated with

the Interface, including, without limitation, designs, formulas, procedures,

methods, apparatus, ideas, creations, improvements, works of authorship,

materials, processes, inventions, techniques, data, know-how, show-how,

algorithms, programs, subroutines, tools, patents and patentable materials,

copyrights and copyrightable materials and trade secrets.