STOCK PURCHASE AGREEMENT



     This STOCK PURCHASE AGREEMENT (this "Agreement") is made and

entered into as of May 22, 2000 by and between DONALDSON, LUFKIN &

JENRETTE SECURITIES CORPORATION ("DLJ") and BANCO HIPOTECARIO, an

Argentine corporation (the "Buyer"), and relates to shares of common

stock, par value $0.01 per share (the "Common Stock'), of Mortgage.com,

Inc., a Florida Corporation (the "Company").



     WHEREAS, DLJ desires to sell to Buyer and Buyer desires to purchase

from DLJ, the Shares (as defined below) on the terms and conditions set

forth in this Agreement;



     WHEREAS, DLJ intends to purchase the Shares from an undisclosed

seller (the "Seller") in a transaction to occur concurrently with the

purchase of the Shares pursuant hereto;



     NOW, THEREFORE, the parties agree as follows:



     1.   AGREEMENT TO PURCHASE AND SELL STOCK.  DLJ agrees to sell to

Buyer at the Closing, and Buyer agrees to purchase from DLJ at the

Closing, an aggregate of 3,137,173 shares of Common Stock of the Company,

at a price per Share equal to $1.554688, for an aggregate purchase price

of $4,877,323.65.  The shares of Common Stock purchased and sold pursuant

to this Agreement will be collectively hereinafter referred to as the

"Shares."



     2.   CLOSING.



     2.1. The Closing.  The purchase and sale of the Shares (the

"Closing") will take place at the offices of Buyer, 277 Park Avenue, New

York, New York, at the time mutually agreed to by Buyer and DLJ, at or

before 5:00 p.m., New York City time, on May 23, 2000 (or, if DLJ is

unable with reasonable effort to obtain a share certificate representing

the Shares from the Company's transfer agent prior to that date, then on

the business day after DLJ notifies Buyer that it has obtained such

certificate).  At the Closing, DLJ will deliver to Buyer a certificate

representing the Shares registered in the name of Buyer or its nominee,

against delivery to DLJ by Buyer of the full purchase price of the

Shares, paid by wire transfer of funds to DLJ to an account specified by

DLJ in writing.



     3.   REPRESENTATIONS AND WARRANTIES OF DLJ.  DLJ hereby represents

and warrants to Buyer that the statements in the following paragraphs of

this Section 3 are true and correct:



     3.1. Due Authorization.  All corporate action on the part of DLJ

necessary for the authorization, execution and delivery of, and the

performance of all obligations of DLJ under, this Agreement has been

taken or will be taken prior to the Closing, and this Agreement

constitutes a valid and legally binding obligation of DLJ, enforceable in

accordance with its terms, except as may be limited by (i) applicable

bankruptcy, insolvency, reorganization or others laws of general



{PAGE}



application relating to or affecting the enforcement of creditors' rights

generally and (ii) the effect of rules of law governing the availability

of equitable remedies.

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