EXHIBIT
      10.2

    


    MEMBER
      SERVICES AGREEMENT

    


    This
      Member Services Agreement (this “Agreement”)
      is
      entered into and effective as of ________, 20__ (the “Effective
      Date”)
      by and
      between WEBDIGS, LLC a Minnesota limited liability company (the “Company”),
      and
      _______________ (“Contractor”).
      Capitalized terms used but not defined in this Agreement shall have the meanings
      ascribed to them in the Company’s Member Control Agreement, dated May 1,
      2007 (the “Member
      Control Agreement”).

    


    RECITAL

    


    The
      Company desires to engage Contractor to serve as its ________________________,
      and Agent, and Contractor desires to provide such services to the Company,
      pursuant to the terms and conditions set forth in this Agreement.

    


    AGREEMENT

    


    In
      consideration of the above recitals and the mutual covenants and conditions
      set
      forth in this Agreement, the Company and Contractor hereby agree as
      follows:

    


    
      	
              1.

            	
              Engagement.
                The Company hereby engages Contractor in those capacities set forth
                in the
                Recitals above, pursuant to the terms and conditions of this Agreement,
                to
                perform all of the duties and functions of said position and such
                other
                duties and functions as the Company may from time to time reasonably
                request (the “Services”).
                Contractor hereby accepts such engagement and agrees to perform and
                be
                available to perform such Services on a substantially full-time basis.
                Contractor understands that he or she is a Member of the Company,
                and is
                not an employee of the Company. 

            


    

    


    
      	
              2.

            	
              Term
                of Service.
                Contractor’s engagement with the Company shall commence on the Effective
                Date and shall continue until terminated, pursuant to terms and conditions
                herein below. Contractor understands that this Agreement and his
                or her
                Services hereunder may be terminated at any time by the Company with
                or
                without cause. Contractor agrees to give no less than 30 days written
                notice to the Company prior to his or her resignation from any of
                the
                capacities set forth in the Recitals
                above.

            


    

    


    
      	
              3.

            	
              Duties.
                Contractor agrees to serve the Company faithfully and to the best
                of his
                or her ability, and shall devote substantially all of his or her
                full
                working time, attention and effort to the business of the Company
                during
                his engagement with the Company. Contractor also agrees that he or
                she
                shall not, during the course of performance of Services for the Company,
                without prior written approval of the Board of Governors, become
                an
                employee, member, director, officer, agent, partner of or consultant
                to,
                or a stockholder of (except a stockholder of a public company in
                which
                Contractor owns less than five percent (5%) of the issued and outstanding
                capital stock of such company) any company or other business entity
                which
                is a competitor, supplier or customer of the Company.
                

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              4.

            	
              Compensation,
                Benefits and Expenses.

            


    

    


    
      	 	
              4.1

            	
              Compensation.
                Beginning on the Effective Date, the Company shall pay Contractor
                compensation equal to $________, payable in accordance with the Company’s
                regular payroll cycle. This Agreement may be amended from time to
                time by
                agreement in writing between the Company and Contractor to adjust
                the
                compensation provided for herein, based on Contractor’s performance or the
                performance and financial situation of the
                Company.

            


    

    


    
      	 	
              4.2
                

            	
              Benefits.
                While providing Services to the Company, Contractor shall be entitled
                to
                participate in any of the Company’s employee benefits programs available
                to Members to the extent permitted by applicable federal or state
                tax law
                (i.e., to the extent that the Code permits a tax partner to participate
                in
                an employee benefits program). Contractor agrees to pay all applicable
                tax
                liabilities associated with such payments or
                benefits.

            


    

    


    
      	 	
              4.3

            	
              Guaranteed
                Payments.
                The
                Company and Contractor acknowledge and agree that the payments made
                to
                Contractor under Sections 4.1 and 4.2 constitute “guaranteed payments”
                within the meaning of Section 707(c) of the Code, and shall be treated
                as
                such for income tax purposes by the Company and Contractor. Contractor
                agrees that the Company shall not make any deductions, withholding
                or
                other contributions on account of Social Security, unemployment
                compensation, income tax or otherwise, under any federal, state or
                local
                law with respect to payments made to him under this Agreement. Contractor
                agrees and understands that he shall be solely responsible for the
                payment
                of all income, self-employment, and other applicable taxes that are
                due
                with respect to such payments.

            


      	 	 	 


    

    
      	 	
              4.4
                

            	
              Expense
                Reimbursement.
                The Company shall reimburse Contractor for business expenses reasonably
                incurred by Contractor in connection with the performance of Contractor’s
                duties hereunder, upon the presentation by Contractor of receipts
                and
                itemized accounts of such expenditures in accordance with the rules
                and
                regulations of the Internal Revenue Code and the Company’s expense
                reimbursement policies.

            


    

    


    
      	
              5.

            	
              Termination. 

            


    

    


    
      	 	
              5.1

            	
              Termination.
                Notwithstanding
                anything contained herein to the contrary, this Agreement and Contractor’s
                engagement by the Company may be terminated by the Company or by
                Contractor, for any reason or for no reason, upon written notice
                to the
                other party.
                In
                the event of any such termination or a termination under Section
                5.2
                below, Contractor will retain his or her vested units and a prorated
                number of unvested units of those which would have vested at the
                end of
                the year of termination. All other unvested units shall be forfeited.
                

            


    

     

    
      
         

      

      
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              5.2

            	
              Termination
                Due to Death.
                This Agreement shall terminate immediately upon the event of Contractor’s
                death. In such event, Contractor’s estate or legal representative shall be
                paid any earned and unpaid compensation, if any, on a pro rata basis
                for
                the period through Contractor’s date of death.


            


    

    


    
      	 	
              6.

            	
              Grant
                of Units.
                In
                consideration of the Services, the Company is granting to Contractor,
                effective as of the Effective Date, a membership interest in the
                Company
                (which shall be a profits interest for federal income tax purposes,
                since
                no capital is being contributed by the Contractor in exchange for
                such
                membership interest and no credit will be ascribed to the Contractor’s
                capital account in consideration of the Services) consisting of ________
                unvested Common Units of the Company. Of the ______ unvested units,
                ______
                units shall vest on the one-year anniversary of this Agreement and
                _______
                units shall vest on the two-year anniversary of this Agreement. Until
                any
                unvested units shall vest, they shall be treated as issued and outstanding
                for all purposes under the Member Control Agreement and applicable
                law,
                but shall be subject to immediate forfeiture pursuant to Section
                5 hereof
                and in the event that Contractor materially breaches the provisions
                of
                this Agreement. In the event any units are forfeited, the Company
                shall be
                automatically entitled to cancel such units on its books and records
                without any payment or consideration with respect
                thereto.

            


    

    


    
      	 	
              7.

            	
              Confidential
                Information. 

            


    

    


    
      	 	
              7.1

            	
              Definition.
                For purposes of this Agreement, “Confidential
                Information”
                means any information in any way related to the Company that Contractor
                has learned or developed since the Company’s inception and any information
                that Contractor learns or develops during the course of his Services
                to
                the Company that derives independent economic value from being not
                generally known or readily ascertainable by other persons who could
                obtain
                economic value from its disclosure or use. Confidential Information
                includes, but is not limited to, information contained in or relating
                to
                technology and development plans or proposals, source code, marketing
                plans or proposals, strategies, financial statements, budgets, pricing
                formulas, customer and supplier information, employee information
                and
                other proprietary information of the Company, whether written, oral
                or
                communicated in another medium, whether disclosed directly or indirectly,
                whether disclosed prior to or after the date of this Agreement, whether
                originals or copies and whether or not legal protection has been
                obtained
                or sought under applicable law. Contractor shall treat all such
                information as Confidential Information regardless of its source
                and
                whether or not marked as
                confidential.

            


    

     

    
      
         

      

      
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              7.2

            	
              Restriction.
                Except as permitted by the Board of Governors, during the term of
                Contractor’s engagement with the Company (except as may be reasonable in
                conjunction with Contractor’s duties hereunder) and at all times
                thereafter, Contractor shall not directly or indirectly use or disclose
                any Confidential Information to any person, firm, corporation, association
                or other entity for any reason or purpose without the prior written
                consent or authorization of the Board of Governors. Such restriction
                shall
                continue to be binding upon Contractor after termination and is an
                independent covenant. Contractor recognizes that the Confidential
                Information constitutes a valuable asset of the Company and hereby
                agrees
                to act in such a manner as to prevent its disclosure and use by any
                person
                unless such use is for the benefit of the Company. Contractor’s
                obligations under this Section 7 are unconditional and will not be
                excused
                by any conduct on the part of the Company, except prior voluntary
                approval
                of disclosure by the Company of the Confidential
                Information.

            


    

     

    
      	 	
              7.3

            	
              Return
                of Confidential Information.
                Upon the termination of Contractor’s engagement with the Company, for
                whatever reason, Contractor shall promptly deliver to the Company
                all
                originals and copies in his possession or control of all documents,
                records, software, media and other materials containing any Confidential
                Information.

            


    

    


    
      	
              8.

            	
              Inventions. 

            


    

    


    
      	 	
              8.1

            	
              Obligation
                to Disclose.
                Contractor hereby agrees to disclose promptly to the Company (or
                any
                persons designated by it) all developments, designs, creations,
                improvements, original works of authorship, formulas, processes,
                know-how,
                techniques and/or inventions, (hereinafter referred to collectively
                as
                “Inventions”)
                (i) which are made or conceived or reduced to practice by Contractor,
                either alone or jointly with others, during the term of this Agreement,
                or
                which are reduced to practice during the period of twelve (12) months
                following the termination of this Agreement, that relate to in the
                present
                or future business of the Company; or (ii) which result from tasks
                assigned Contractor by the Company, or from Contractor’s use of the
                premises or other resources owned, leased or contracted by the Company.
                

            


    

    


    
      	 	
              8.2

            	
              Obligation
                to Assign.
                Contractor agrees that all such Inventions which the Company determines
                to
                be related to its business or its research or development, or which
                result
                from work performed by Contractor for the Company, shall be the sole
                and
                exclusive property of the Company and its assigns, and the Company
                and its
                assigns shall have the right to use and/or to apply for patents,
                copyrights or other statutory or common law protections for such
                Inventions in any and all countries. Contractor further agrees to
                assist
                the Company in every proper way (but at the Company’s expense) to obtain
                and from time to time enforce patents, copyrights and other statutory
                or
                common law protections for such Inventions in any and all countries.
                To
                that end, Contractor will execute all documents for use in applying
                for
                and obtaining such patents, copyrights and other statutory or common
                law
                protections therefor and enforcing the same, as the Company may desire,
                together with any assignments thereof to the Company or to persons
                or
                entities designated by the Company.


            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	 	
              8.3

            	
              Scope.
                Contractor’s obligations under this Section 8 shall continue beyond the
                termination of this Agreement, but the Company shall compensate Contractor
                at a reasonable rate after such termination for time actually spent
                by
                Contractor at the Company’s request in providing such assistance. Any
                provision in this Agreement requiring Contractor to assign Contractor’s
                rights in any Invention to the Company shall not apply to any Invention
                for which no equipment, supplies, facility or trade secret information
                of
                the Company was used and which was developed entirely on Contractor’s own
                time, and (1) which does not relate (a) directly to the business
                of the
                Company or (b) to the Company’s actual or demonstrably anticipated
                research or development, or (2) which does not result from any work
                performed by Contractor for the Company.


            


    

    


    
      	
              9.

            	
              Non-Compete
                and Non-Solicitation.
                The Company and Contractor agree that the Company would be substantially
                harmed if Contractor competes with the Company during the one year
                period
                after termination of this Agreement or termination of Contractor’s
                Services hereunder. Therefore, the Company and Contractor agree as
                follows: 

            


    

    


    
      	 	
              9.1

            	
              No
                Competing Business.
                During the term of this Agreement, and for a period of one year after
                the
                termination of this Agreement, regardless of the reason for such
                termination, Contractor agrees to not, directly or indirectly, engage
                in
                any business that is in competition with the Company, engaged in
                a similar
                business model, within the geographic area being served by the Company.
                Contractor also agrees not to plan or otherwise take any preliminary
                steps, either alone or in concert with others, to set up or engage
                in any
                business enterprise that would be in competition with the Company.
                For
                purposes of this Agreement, the Company is in the business of providing
                products and services to facilitate and enhance sales of real estate,
                including real estate brokerage services, title and property insurance
                services, and mortgage brokerage services and may engage in other
                or
                additional businesses over time.

            


    

    


    
      	 	
              9.2

            	
              No
                Solicitation of Customers.
                During the term of this Agreement, and for a period of one year after
                the
                termination of this Agreement, regardless of the reason for such
                termination, Contractor agrees to not, directly or indirectly, solicit
                or
                work for any former or current customers of the Company, nor divert
                any
                business from the Company. Contractor agrees that for the same one
                year
                period after Contractor ceases working for the Company, Contractor
                shall
                not in any way contact, attempt to contact, interfere or attempt
                to
                interfere with the Company’s relationships with any of its customers.
                During the one year period after the termination of this Agreement,
                if any
                of the Company’s customers, without solicitation by Contractor, contact
                Contractor about performing work for said customer in any way related
                to
                the business of the Company, Contractor shall obtain written permission
                from the Company’s Board of Governors before performing such
                work.

            


    

    


    
      	 	
              9.3

            	
              No
                Solicitation of Employees. 
                During the term of this Agreement, and for a period of one year after
                the
                termination of this Agreement, regardless of the reason for such
                termination, Contractor agrees to not, directly or indirectly, solicit
                for
                employment, employ, or otherwise contract with for services, any
                of the
                Company’s employees, consultants or subcontractors on behalf of himself or
                any other person or entity.

            


    

     

    
      
         

      

      
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              9.4

            	
              No
                Employment with Customers.
                During the term of this Agreement, and for a period of one year after
                the
                termination of this Agreement, regardless of the reason for Contractor’s
                termination, Contractor shall not, directly or indirectly, become
                employed
                with or provide any services to any customer of the
                Company.

            


    

    


    
      	
              10.

            	
              Remedies
                for Breach of Agreement.
                Contractor recognizes that if he or she violates any portion of this
                Agreement, irreparable damage will result to the Company that could
                not be
                remedied by monetary damages. As a result, Contractor hereby agrees
                that
                in the event of any breach by him of any portion of this Agreement,
                or in
                the event of apparent danger of such breach, the Company shall be
                entitled, in addition to any other legal or equitable remedies available
                to it, to an injunction to restrain such breach, without the necessity
                of
                posting a bond or complying with any similar requirement.
                

            


    

    


    
      	
              11.

            	
              Tax
                Matters. 

            


    

    


    
      	 	
              11.1

            	
              Section
                83.
                Section 83 of the Internal Revenue Code of 1986 (the “Code”)
                provides that Contractor is not subject to federal income tax with
                respect
                to the grant of units described in Section 6 above until the forfeiture
                restrictions with respect to such units lapse. If Contractor chooses,
                he
                or she may make an election under Code Section 83(b), which would
                cause
                Contractor to recognize income in the amount of the excess (if any)
                of the
                fair market value of the granted units (determined as of the date
                of
                grant) over the purchase price (which, in this case, is zero). A
                Code
                Section 83(b) election must be filed with the Internal Revenue Service
                within 30 days after the date of grant, even if no tax is due because
                the
                fair market value of the granted units on the date of their grant
                equals
                $0.00. Contractor hereby acknowledges that it is his or her sole
                responsibility to timely file Code Section 83(b) election(s) and
                that
                failure to file a Code Section 83(b) election within the applicable
                30-day
                period may result in the recognition of ordinary income when the
                forfeiture restrictions lapse (i.e., the one- and two-year anniversaries
                of the grant date), if ever. In this regard, the Company agrees to
                reasonably cooperate with Contractor to provide its valuation of
                the
                granted units (which may appear on a Form 1099 or Form W-2), if any,
                when
                Contractor determines to make a Code Section 83(b)
                election.

            


    

    


    
      	 	
              11.2

            	
              Withholding
                Requirements.
                As a condition to the award of granted units hereunder, the Company
                may
                withhold any tax (or other governmental obligation) arising from
                such
                award, the filing of a Code Section 83(b) election, or the lapse
                of
                forfeiture restrictions; and Contractor shall make arrangements
                satisfactory to the Company to enable it to satisfy all such withholding
                requirements, if applicable.

            


    

     

    
      
         

      

      
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              12.

            	
              Miscellaneous.

            


    

    


    
      	 	
              12.1

            	
              Integration.
                This Agreement embodies the entire agreement and understanding by
                and
                between the Company and Contractor relative to the subject matter
                hereof
                and supersedes all prior agreements and understandings relating to
                the
                same.

            


    

    


    
      	 	
              12.2.

            	
              Applicable
                Law.
                This Agreement and the rights of the Company and Contractor hereunder
                shall be governed by and construed and enforced in accordance with
                the
                laws of the State of Minnesota. The venue for any action hereunder
                shall
                be in the State of Minnesota, whether or not such venue is or subsequently
                becomes inconvenient, and the Company and Contractor hereby consent
                to the
                jurisdiction of the courts of the State of Minnesota, County of Hennepin,
                and the U.S. District Court, District of
                Minnesota.

            


    

    


    
      	 	
              12.3

            	
              Modification.
                This Agreement shall not be modified or amended except by a written
                instrument signed by the Company and
                Contractor.

            


    

    


    
      	 	
              12.4

            	
              Waiver.
                No waiver of any term, condition or covenant of this Agreement by
                the
                Company or by Contractor shall be deemed a waiver of any subsequent
                breaches of the same or other terms, conditions or covenants hereof
                by
                such party.

            


    

    


    
      	 	
              12.5

            	
              Counterparts.
                This Agreement may be executed in several counterparts and as so
                executed
                shall constitute one agreement binding on the parties hereto.
                

            


    

    


    
      	 	
              12.6

            	
              Severability.
                The invalidity or partial invalidity of any portion of this Agreement
                shall not invalidate the remainder thereof, and said remainder shall
                remain in full force and effect. Moreover, if one or more of the
                provisions contained in this Agreement shall, for any reason, be
                held to
                be excessively broad as to scope, activity, subject or otherwise,
                so as to
                be unenforceable at law, such provision or provisions shall be construed
                by the appropriate judicial body by limiting or reducing it or them,
                so as
                to be enforceable to the maximum extent compatible with then applicable
                law.

            


    

    


    
      	 	
              12.7

            	
              Survival.
                The Company and Contractor acknowledge and agree that the provisions
                of
                this Agreement which by their terms extend beyond the termination
                of this
                Agreement and the termination of Contractor’s engagement hereunder shall
                continue in full force and effect notwithstanding termination of
                this
                Agreement or termination of Contractor’s
                engagement.

            


    

    


    
      	 	
              12.8

            	
              Binding
                Effect.
                Except as herein or otherwise provided to the contrary, this Agreement
                shall be binding upon and inure to the benefit of the parties and
                their
                respective heirs, successors, assigns and personal representatives;
                provided, however, that neither party may assign its rights or obligations
                hereunder without the prior written consent of the other
                party.

            


    

     

    
      
         

      

      
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              12.9

            	
              Notices.
                All notices, requests and other communications hereunder shall be
                given in
                writing and deemed to have been duly given or served if personally
                delivered, or sent by first class, certified mail, return receipt
                requested, postage prepaid, to the party at the address as provided
                below,
                or to such other address as such party may hereafter designate by
                written
                notice to the other party: (a) if to the Company, to the address
                of its
                then principal office, and (b) if to Contractor, to the address last
                shown
                in the records of the Company.

            


      	 	 	 


    

    
      	 	
              12.10

            	
              Captions.
                The various headings or captions in this Agreement are for convenience
                only and shall not affect the meaning or interpretation of this
                Agreement.

            


    

     

    [Remainder
      of this Page Blank. Signature Page Follows.]

    


    
      
         

      

      
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    The
      parties have executed this Member Services Agreement to be made effective as
      of
      the Effective Date.

     

    
      
        	 	
                COMPANY:

              
	 	 
	 	
                WEBDIGS,
                  LLC:

              
	 	
              
	 	  
	 	
                Robert
                  A. Buntz, Jr., Chief
                  Manager

              
	 	 
	 	
                MEMBER:

              
	 	 
	 	  


      

    

     

    [Signature
      Page to WebDigs, LLC / Member Services Agreement]

    


    
      
         

      

      
        9