fsb2ex10_mdholdings.htm


     

    


    STOCK
      PURCHASE AGREEMENT AND SHARE EXCHANGE

    


    


    


    by
      and
      among

    


    MD
      HOLDINGS CORP.

    


    a
      Nevada
      Corporation

    


    


    and

    


    


    MD  Mortgage
      Corporation

    


    a
      Maryland Corporation

    


    


     

    


    


    


    effective
      as of January 15, 2007

    


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    STOCK
      PURCHASE AGREEMENT AND SHARE EXCHANGE

    


        THIS
      STOCK PURCHASE
      AGREEMENT AND SHARE EXCHANGE, made and entered into
      this     15th
      day of
      January, 2007 by and among MD Holdings Corp, a Nevada corporation ("MD
      Holdings"), and MD Mortgage Corporation, a Maryland corporation ("MD Mortgage"),
      and the shareholders of MD Mortgage Corporation.  

     

    Premises

     

        A.    This
      Agreement provides for the acquisition of MD Mortgage whereby MD Mortgage shall
      become a wholly owned subsidiary of MD Holdings and in connection therewith,
      the
      issuance of a total of 27,515,000 shares of MD Holdings to the
      Shareholders.

    


        B.           
      The boards of directors of MD Mortgage and MD Holdings have determined, subject
      to the terms and conditions set forth in this Agreement, that the transaction
      contemplated hereby is desirable and in the best interests of their
      stockholders, respectively. This Agreement is being entered into for the purpose
      of setting forth the terms and conditions of the proposed
      acquisition.

    


    Agreement

    


    NOW,
      THEREFORE, on the stated premises
      and for and in consideration of the mutual covenants and agreements hereinafter
      set forth and the mutual benefits to the parties to be derived here from, it
      is
      hereby agreed as follows:

    


    ARTICLE
      I

    MD
      HOLDINGS, INC.

    


    As
      an inducement to and to obtain the
      reliance of MD Mortgage, MD Holdings represents and warrants as
      follows:

    


    Section
      1.1   Organization.  MD
      Holdings is a corporation duly organized, and validly existing under the laws
      of
      Nevada and has the corporate power and is duly authorized, qualified, franchised
      and licensed under all applicable laws, regulations, ordinances and orders
      of
      public authorities to own all of its properties and assets and to carry on
      its
      business in all material respects as it is now being conducted, including
      qualification to do business as a foreign corporation in the jurisdiction in
      which the character and location of the assets owned by it or the nature of
      the
      business transacted by it requires qualification.  Included in the
      Schedules attached hereto (hereinafter defined) are complete and correct copies
      of the articles of incorporation, bylaws and amendments thereto as in effect
      on
      the date hereof.  The execution and delivery of this Agreement does
      not and the consummation of the transactions contemplated by this Agreement
      in
      accordance with the terms hereof will not violate any provision of MD Holdings’
articles of incorporation or bylaws.  MD Holdings has full power,
      authority and legal right and has taken all action required by law, its articles
      of incorporation, its bylaws or otherwise to authorize the execution and
      delivery of this Agreement.

    


    


    Section
      1.2  Capitalization.  The
      authorized capitalization of MD Holdings consists of 100,000,000 Common Shares,
      $0.001 par value per share, and 10,000,000 shares of preferred.  As of
      the date hereof, MD Holdings has no common shares issued and
      outstanding.

     

     

     

    
      
        
        

      

      
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    All
      issued and outstanding shares are
      legally issued, fully paid and nonassessable and are not issued in violation
      of
      the preemptive or other rights of any person.

    


    Section
      1.3   Subsidiaries.  MD
      Holdings has no subsidiaries.

    


    Section
      1.4  Tax Matters: Books and
      Records.

    


    
      	
              (a)  

            	
              The
                books and records, financial and others, of MD Holdings are in all
                material respects complete and correct and have been maintained in
                accordance with good business accounting practices;
                and

            


    

    


    
      	
              (b)  

            	
              MD
                Holdings shall remain responsible for all debts incurred by MD Holdings
                prior to the date of closing.

            


    

    


    Section
      1.5  Litigation
      and
      Proceedings.  Other than set forth in the documents filed with
      the Securities and Exchange Commission (the “SEC documents”), there are no
      actions, suits, proceedings or investigations pending or threatened by or
      against or affecting MD Holdings or its properties, at law or in equity, before
      any court or other governmental agency or instrumentality, domestic or foreign
      or before any arbitrator of any kind that would have a material adverse affect
      on the business, operations, financial condition or income of MD
      Holdings.  MD Holdings is not in default with respect to any judgment,
      order, writ, injunction, decree, award, rule or regulation of any court,
      arbitrator or governmental agency or instrumentality or of any circumstances
      which, after reasonable investigation, would result in the discovery of such
      a
      default.

    


    Section
      1.6                                
Material Contract
      Defaults.  MD Holdings is not in default in any material
      respect under the terms of any outstanding contract, agreement, lease or other
      commitment which is material to the business, operations, properties, assets
      or
      condition of MD Holdings, and there is no event of default in any material
      respect under any such contract, agreement, lease or other commitment in respect
      of which MD Holdings has not taken adequate steps to prevent such a default
      from
      occurring.

    


    Section
      1.7  Information.  The
      information concerning MD Holdings as set forth in this Agreement and in the
      attached Schedules is complete and accurate in all material respects and does
      not contain any untrue statement of a material fact or omit to state a material
      fact required to make the statements made in light of the circumstances under
      which they were made, not misleading.

    


    Section
      1.8  Title
      and Related
      Matters.  MD Holdings has good and marketable title to and is
      the sole and exclusive owner of all of its properties, inventory, interest
      in
      properties and assets, real and personal (collectively, the “Assets”) free and
      clear of all liens, pledges, charges or encumbrances.  MD Holdings
      owns free and clear of any liens, claims, encumbrances, royalty interests or
      other restrictions or limitations of any nature whatsoever and all procedures,
      techniques, marketing plans, business plans, methods of management or other
      information utilized in connection with MD Holdings’
business.   No third party has any right to, and MD Holdings has
      not received any notice of infringement of or conflict with asserted rights
      of
      others with respect to any product, technology, data, trade secrets, know-how,
      proprietary techniques, trademarks, service marks, trade names or copyrights
      which, singly on in the aggregate, if the subject of an unfavorable decision
      ruling or finding, would have a materially adverse affect on the business,
      operations, financial conditions or income of MD Holdings or any material
      portion of its properties, assets or rights.

     

     

    
      
        
        

      

      
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    Section
      1.9  Compliance
      With Laws and
      Regulations.  To the best of MD Holdings’ knowledge and belief,
      MD Holdings has complied with all applicable statutes and regulations of any
      federal, state or other governmental entity or agency thereof, except to the
      extent that noncompliance would not materially and adversely affect the
      business, operations, properties, assets or condition of MD Holdings or would
      not result in MD Holdings incurring material liability.

    


    Section
      1.10  Insurance.  All
      of
      the insurable properties of MD Holdings are insured for MD Holdings’ benefit
      under valid and enforceable policy or policies containing substantially
      equivalent coverage and will be outstanding and in full force at the Closing
      Date.

    


    Section
      1.11  Approval
      of
      Agreement.  The directors of MD Holdings have authorized the
      execution and delivery of the Agreement by and have approved the transactions
      contemplated hereby.

    


    Section
      1.12  No
      Conflict With Other
      Instruments.  The execution of this Agreement and the
      consummation of the transactions contemplated by this Agreement will not result
      in the breach of any term or provision of, or constitute an event of default
      under, any material indenture, mortgage, deed of trust or other material
      contract, agreement or instrument to which MD Holdings is a party or to which
      any of its properties or operations are subject.

    


    Section
      1.13  Governmental
      Authorizations.  MD Holdings has all licenses, franchises,
      permits or other governmental authorizations legally required to enable it
      to
      conduct its business in all material respects as conducted on the date
      hereof.  Except for compliance with federal and state securities and
      corporation laws, as hereinafter provided, no authorization, approval, consent
      or order of, or registration, declaration or filing with, any court or other
      governmental body is required in connection with the execution and delivery
      by
      MD Holdings of this Agreement and the consummation of the transactions
      contemplated hereby.

    


    


    ARTICLE
      II

    REPRESENTATIONS,
      COVENANTS AND WARRANTIES

    OF
      MD MORTGAGE

    


    As
      an inducement to, and to obtain the
      reliance of MD Holdings, MD Mortgage represents and warrants as
      follows:

    


    Section
      2.1  Organization.  MD
      Mortgage is a corporation duly organized, validly existing and in good standing
      under the laws of Florida and has the corporate power and is duly authorized,
      qualified, franchised and licensed under all applicable laws, regulations,
      ordinances and orders of public authorities to own all of its properties and
      assets and to carry on its business in all material respects as it is now being
      conducted, including qualification to do business as a foreign entity in the
      country or states in which the character and location of the assets owned by
      it
      or the nature of the business transacted by it requires
      qualification.  Included in the Attached Schedules (as hereinafter
      defined) are complete and correct copies of the articles of incorporation,
      bylaws and amendments thereto as in effect on the date hereof.  The
      execution and delivery of this Agreement does not and the consummation of the
      transactions contemplated by this Agreement in accordance with the terms hereof
      will not, violate any provision of MD Mortgage's certificate of incorporation
      or
      bylaws.  MD Mortgage has full power, authority and legal right and has
      taken all action required by law, its articles of incorporation, bylaws or
      otherwise to authorize the execution and delivery of this
      Agreement.

     

     

    
      
        
        

      

      
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    Section
      2.2  Capitalization.  The
      authorized capitalization of MD Mortgage consists of 25,000 shares, $0.001
      par
      value and no preferred shares.  As of the date hereof, there are
      22,025 shares issued and outstanding.

    


    All
      issued and outstanding common
      shares have been legally issued, fully paid, are nonassessable and not issued
      in
      violation of the preemptive rights of any other person.  MD Mortgage
      has no other securities, warrants or options authorized or issued.

    


    Section
      2.3  Subsidiaries.  MD
      Mortgage has no subsidiaries.

    


    Section
      2.4  Tax Matters; Books &
Records.

    


    
      	
              (a)  

            	
              The
                books and records, financial and others, of MD Mortgage are in all
                material respects complete and correct and have been maintained in
                accordance with good business accounting practices;
                and

            


    

    


    
      	
              (b)  

            	
              MD
                Mortgage has no liabilities with respect to the payment of any country,
                federal, state, county, local or other taxes (including any deficiencies,
                interest or penalties).

            


    

    


    
      	
              (c)  

            	
              MD
                Mortgage shall remain responsible for all debts incurred prior to
                the
                closing.

            


    

    


    Section
      2.5  Information.  The
      information concerning MD Mortgage as set forth in this Agreement and in the
      attached Schedules is complete and accurate in all material respects and does
      not contain any untrue statement of a material fact or omit to state a material
      fact required to make the statements made, in light of the circumstances under
      which they were made, not misleading.

    


    Section
      2.6  Title
      and Related
      Matters.  MD Mortgage has good and marketable title to and is
      the sole and exclusive owner of all of its properties, inventory, interests
      in
      properties and assets, real and personal (collectively, the "Assets") free
      and
      clear of all liens, pledges, charges or encumbrances.  Except as set
      forth in the Schedules attached hereto, MD Mortgage owns free and clear of
      any
      liens, claims, encumbrances, royalty interests or other restrictions or
      limitations of any nature whatsoever and all procedures, techniques, marketing
      plans, business plans, methods of management or other information utilized
      in
      connection with MD Mortgage's business.  Except as set forth in the
      attached Schedules, no third party has any right to, and MD Mortgage has not
      received any notice of infringement of or conflict with asserted rights of
      others with respect to any product, technology, data, trade secrets, know-how,
      proprietary techniques, trademarks, service marks, trade names or copyrights
      which, singly or in the aggregate, if the subject of an unfavorable decision,
      ruling or finding, would have a materially adverse affect on the business,
      operations, financial conditions or income of MD Mortgage or any material
      portion of its properties, assets or rights.

    


    Section
      2.7  Litigation
      and
      Proceedings.  There are no actions, suits or proceedings
      pending or threatened by or against or affecting MD Mortgage, at law or in
      equity, before any court or other governmental agency or instrumentality,
      domestic or foreign or before any arbitrator of any kind that would have a
      material adverse effect on the business, operations, financial condition, income
      or business prospects of MD Mortgage.  MD Mortgage does not have any
      knowledge of any default on its part with respect to any judgment, order, writ,
      injunction, decree, award, rule or regulation of any court, arbitrator or
      governmental agency or instrumentality.

     

     

    
      
        
        

      

      
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    Section
      2.8  Contracts.  On
      the
      Closing Date:

    


    
      	
              (a)  

            	
              There
                are no material contracts, agreements, franchises, license agreements,
                or
                other commitments to which MD Mortgage is a party or by which it
                or any of
                its properties are bound;

            


    

    


    
      	
              (b)  

            	
              MD
                Mortgage is not a party to any contract, agreement, commitment or
                instrument or subject to any charter or other corporate restriction
                or any
                judgment, order, writ, injunction, decree or award which materially
                and
                adversely affects, or in the future may (as far as MD Mortgage can
                now
                foresee) materially and adversely affect, the business, operations,
                properties, assets or conditions of MD Mortgage;
                and

            


    

    


    
      	
              (c)  

            	
              MD
                Mortgage is not a party to any material oral or written:  (i)
                contract for the employment of any officer or employee;  (ii)
                profit sharing, bonus, deferred compensation, stock option, severance
                pay,
                pension, benefit or retirement plan, agreement or arrangement covered
                by
                Title IV of the Employee Retirement Income Security Act, as amended;
                (iii)
                agreement, contract or indenture relating to the borrowing of
                money;  (iv) guaranty of any obligation for the borrowing of
                money or otherwise, excluding endorsements made for collection and
                other
                guaranties of obligations, which, in the aggregate exceeds
                $1,000;  (v)  consulting or other contract with an
                unexpired term of more than one year or providing for payments in
                excess
                of $10,000 in the aggregate;  (vi)  collective
                bargaining agreement; (vii)   contract, agreement, or other
                commitment involving payments by it for more than $10,000 in the
                aggregate.

            


    

    


    Section
      2.9  No
      Conflict With Other
      Instruments.  The execution of this Agreement and the
      consummation of the transactions contemplated by this Agreement will not result
      in the breach of any term or provision of, or constitute an event of default
      under, any material indenture, mortgage, deed of trust or other material
      contract, agreement or instrument to which MD Mortgage is a party or to which
      any of its properties or operations are subject.

    


    Section
      2.10  Material
      Contract
      Defaults.   To the best of MD Mortgage's knowledge and
      belief, it is not in default in any material respect under the terms of any
      outstanding contract, agreement, lease or other commitment which is material
      to
      the business, operations, properties, assets or condition of MD Mortgage, and
      there is no event of default in any material respect under any such contract,
      agreement, lease or other commitment in respect of which MD Mortgage has not
      taken adequate steps to prevent such a default from occurring.

    


    Section
      2.11  Governmental
      Authorizations.  To the best of MD Mortgage’s knowledge, MD
      Mortgage has all licenses, franchises, permits and other governmental
      authorizations that are legally required to enable it to conduct its business
      operations in all material respects as conducted on the date
      hereof.  Except for compliance with federal and state securities or
      corporation laws, no authorization, approval, consent or order of, or
      registration, declaration or filing with, any court or other governmental body
      is required in connection with the execution and delivery by MD Mortgage of
      the
      transactions contemplated hereby.

    


    Section
      2.12  Compliance
      With Laws and
      Regulations. To the best of MD Mortgage's knowledge and belief, MD
      Mortgage has complied with all applicable statutes and regulations of any
      federal, state or other governmental entity or agency thereof, except to the
      extent that noncompliance would not materially and adversely affect the
      business, operations, properties, assets or condition of MD Mortgage or would
      not result in MD Mortgage 's incurring any material liability.

     

     

    
      
        
        

      

      
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    Section
      2.13  Approval
      of
      Agreement.  The directors of MD Mortgage have authorized the
      execution and delivery of the Agreement and have approved the transactions
      contemplated hereby.

    


    


    ARTICLE
      III

    EXCHANGE
      PROCEDURE AND OTHER CONSIDERATION

    


    Section
      3.1  Share
      Exchange/Delivery of MD
      Mortgage Securities.  On the Closing Date, the holders of all
      of the MD Mortgage Common Shares shall deliver to MD Holdings certificates
      or
      other documents evidencing all of the issued and outstanding MD Mortgage Common
      Shares, duly endorsed in blank or with executed power attached thereto in
      transferable form.  On the Closing Date, all previously issued and
      outstanding Common Shares of MD Mortgage shall be transferred to MD Holdings,
      so
      that MD Mortgage shall become a wholly owned subsidiary of MD
      Holdings.

    


    Section
      3.2   Issuance
      of MD Holdings Common
      Shares.  In exchange for all of the MD Mortgage Common Shares
      tendered pursuant to Section 3.1, MD Holdings shall issue to the Shareholders
      a
      total of 27,515,000 shares in the following manner.  The 27,515,000 MD
      Holdings common shares which are restricted in accordance with Rule 144 of
      the
      1933 Securities Act:

    


    Marshall
      Davis – 25,000,000

    Richard
      I. Anslow- 625,000 shares

    Gregg
      E.
      Jaclin- 625,000 shares

    Goldco
      Properties Limited Partnership - 1,250,000 shares

    Kristina
      Trauger -25,000 shares

    


    Section
      3.3  Events
      Prior to
      Closing.  Upon execution hereof or as soon thereafter as
      practical, management of MD Holdings and MD Mortgage shall execute, acknowledge
      and deliver (or shall cause to be executed, acknowledged and delivered) any
      and
      all certificates, opinions, financial statements, schedules, agreements,
      resolutions rulings or other instruments required by this Agreement to be so
      delivered, together with such other items as may be reasonably requested by
      the
      parties hereto and their respective legal counsel in order to effectuate or
      evidence the transactions contemplated hereby, subject only to the conditions
      to
      Closing referenced herein below.

    


    Section
      3.4  Closing.  The
      closing ("Closing") of the transactions contemplated by this Agreement shall
      be
      on or about December 13, 2006 ("Closing Date").

    


    Section
      3.5  Termination.

    


    
      	
              (a)  

            	
              This
                Agreement may be terminated by the board of directors or majority
                interest
                of Shareholders of either MD Holdings or MD Mortgage, respectively,
                at any
                time prior to the Closing Date if:

            


    

    


    
      	
              (i)  

            	
              there
                shall be any action or proceeding before any court or any governmental
                body which shall seek to restrain, prohibit or invalidate the transactions
                contemplated by this Agreement and which, in the judgment of such
                board of
                directors, made in good faith and based on the advice of its legal
                counsel, makes it inadvisable to proceed with the exchange contemplated
                by
                this Agreement; or

            


    

     

     

    
      
        
        

      

      
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              (ii)  

            	
              any
                of the transactions contemplated hereby are disapproved by any regulatory
                authority whose approval is required to consummate such
                transactions.

            


    

    


    In
      the event of termination pursuant to
      this paragraph (a) of this Section 3.5, no obligation, right, or liability
      shall
      arise hereunder and each party shall bear all of the expenses incurred by it
      in
      connection with the negotiation, drafting and execution of this Agreement and
      the transactions herein contemplated.

    


    
      	
              (b)  

            	
              This
                Agreement may be terminated at any time prior to the Closing Date
                by
                action of the board of directors of MD Holdings if MD Mortgage shall
                fail
                to comply in any material respect with any of its covenants or agreements
                contained in this Agreement or if any of the representations or warranties
                of MD Mortgage contained herein shall be inaccurate in any material
                respect, which noncompliance or inaccuracy is not cured after 20
                days
                written notice thereof is given to MD Mortgage.  If this
                Agreement is terminated pursuant to this paragraph (b) of this Section
                3.5, this Agreement shall be of no further force or effect and no
                obligation, right or liability shall arise
                hereunder.

            


    

    


    
      	
              (c)  

            	
              This
                Agreement may be terminated at any time prior to the Closing Date
                by
                action of the board of directors of MD Mortgage if MD Holdings shall
                fail
                to comply in any material respect with any of its covenants or agreements
                contained in this Agreement or if any of the representations or warranties
                of MD Holdings contained herein shall be inaccurate in any material
                respect, which noncompliance or inaccuracy is not cured after 20
                days
                written notice thereof is given to MD Holdings.  If this
                Agreement is terminated pursuant to this paragraph (d) of this Section
                3.5, this Agreement shall be of no further force or effect and no
                obligation, right or liability shall arise
                hereunder.

            


    

    


    In
      the event of termination pursuant to
      paragraph (b) or (c) of this Section 3.5, the breaching party shall bear all
      of
      the expenses incurred by the other party in connection with the negotiation,
      drafting and execution of this Agreement and the transactions herein
      contemplated.

    


    Section
      3.6  Officers
      and Directors of MD Holdings
      and of MD Mortgage After Acquisition.  After the Closing Date,
      the officers and directors of MD Holdings and MD Mortgage shall remain
      unchanged.

    


    


    ARTICLE
      IV

    SPECIAL
      COVENANTS

    


    Section
      4.1  Access
      to Properties and
      Records.  Prior to closing, MD Holdings and MD Mortgage will
      each afford to the officers and authorized representatives of the other full
      access to the properties, books and records of each other, in order that each
      may have full opportunity to make such reasonable investigation as it shall
      desire to make of the affairs of the other and each will furnish the other
      with
      such additional financial and operating data and other information as to the
      business and properties of each other, as the other shall from time to time
      reasonably request.

     

     

    
      
        
        

      

      
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    Section
      4.2  Availability
      of Rule
      144.  MD Holdings and MD Mortgage shareholders holding
      "restricted securities," as that term is defined in Rule 144 promulgated
      pursuant to the Securities Act will remain as “restricted
      securities.”  MD Holdings is under no obligation to register such
      shares under the Securities Act, or otherwise. The stockholders of MD Holdings
      and MD Mortgage holding restricted securities of MD Holdings and MD Mortgage
      as
      of the date of this Agreement and their respective heirs, administrators,
      personal representatives, successors and assigns, are intended third party
      beneficiaries of the provisions set forth herein.  The covenants set
      forth in this Section 4.2 shall survive the Closing and the consummation of
      the
      transactions herein contemplated.

    


    Section
      4.3  Special
      Covenants and Representations
      Regarding the MD Holdings Common Shares to be Issued in the
      Exchange.  The consummation of this Agreement, including the
      issuance of the MD Holdings Common Shares to the Shareholder of MD Mortgage
      as
      contemplated hereby, constitutes the offer and sale of securities under the
      Securities Act, and applicable state statutes.  Such transaction shall
      be consummated in reliance on exemptions from the registration and prospectus
      delivery requirements of such statutes which depend, interalia,
      upon the
      circumstances under which the MD Mortgage Shareholders acquire such
      securities.

    


    Section
      4.4  Third
      Party
      Consents.  MD Holdings and MD Mortgage agree to cooperate with
      each other in order to obtain any required third party consents to this
      Agreement and the transactions herein contemplated.

    


    Section
      4.5  Actions Prior and Subsequent
      to
      Closing.

    


    
      	
              (a)  

            	
              From
                and after the date of this Agreement until the Closing Date, except
                as
                permitted or contemplated by this Agreement, MD Holdings and MD Mortgage
                will each use its best efforts to:

            


    

    


    
      	
              (i)  

            	
              maintain
                and keep its properties in states of good repair and condition as
                at
                present, except for depreciation due to ordinary wear and tear and
                damage
                due to casualty;

            


    

    


    
      	
              (ii)  

            	
              maintain
                in full force and effect insurance comparable in amount and in scope
                of
                coverage to that now maintained by
                it;

            


    

    


    
      	
              (iii)  

            	
              perform
                in all material respects all of its obligations under material contracts,
                leases and instruments relating to or affecting its assets, properties
                and
                business;

            


    

    


    
      	
              (b)  

            	
              From
                and after the date of this Agreement until the Closing Date, MD Mortgage
                will not, without the prior consent of MD
                Holdings:

            


    

    


    
      	
              (i)  

            	
              except
                as otherwise specifically set forth herein, make any change in its
                articles of incorporation or
                bylaws;

            


    

    


    
      	
              (ii)  

            	
              declare
                or pay any dividend on its outstanding Common Shares, except as may
                otherwise be required by law, or effect any stock split or otherwise
                change its capitalization, except as provided
                herein;

            


    

    


    
      	
              (iii)  

            	
              enter
                into or amend any employment, severance or agreements or arrangements
                with
                any directors or officers;

            


    

     

     

     

    
      
        
        

      

      
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              (iv)  

            	
              grant,
                confer or award any options, warrants, conversion rights or other
                rights
                not existing on the date hereof to acquire any Common Shares;
                or

            


    

    


    
      	
              (v)  

            	
              purchase
                or redeem any Common Shares.

            


    

    


    Section
      4.6  Indemnification.

    


    
      	
              (a)  

            	
              MD
                Holdings hereby agrees to indemnify MD Mortgage, each of the officers,
                agents and directors and current shareholders of MD Mortgage as of
                the
                Closing Date against any loss, liability, claim, damage or expense
                (including, but not limited to, any and all expense whatsoever reasonably
                incurred in investigating, preparing or defending against any litigation,
                commenced or threatened or any claim whatsoever), to which it or
                they may
                become subject to or rising out of or based on any inaccuracy appearing
                in
                or misrepresentation made in this Agreement.  The
                indemnification provided for in this paragraph shall survive the
                Closing
                and consummation of the transactions contemplated hereby and termination
                of this Agreement; and

            


    

    


    
      	
              (b)  

            	
              MD
                Mortgage hereby agrees to indemnify MD Holdings, each of the officers,
                agents and directors and current shareholders of MD Holdings as of
                the
                Closing Date against any loss, liability, claim, damage or expense
                (including, but not limited to, any and all expense whatsoever reasonably
                incurred in investigating, preparing or defending against any litigation,
                commenced or threatened or any claim whatsoever), to which it or
                they may
                become subject to or rising out of or based on any inaccuracy appearing
                in
                or misrepresentation made in this Agreement.  The
                indemnification provided for in this paragraph shall survive the
                Closing
                and consummation of the transactions contemplated hereby and termination
                of this Agreement; and

            


    

    


    ARTICLE
      V

    CONDITIONS
      PRECEDENT TO OBLIGATIONS OF MD MORTGAGE

    


    The
      obligations of MD Mortgage under
      this Agreement are subject to the satisfaction, at or before the Closing Date,
      of the following conditions:

    


    Section
      5.1  Accuracy
      of
      Representations.  The representations and warranties made by MD
      Holdings in this Agreement were true when made and shall be true at the Closing
      Date with the same force and effect as if such representations and warranties
      were made at the Closing Date (except for changes therein permitted by this
      Agreement), and MD Holdings shall have performed or compiled with all covenants
      and conditions required by this Agreement to be performed or complied with
      by MD
      Holdings prior to or at the Closing.   MD Mortgage shall be
      furnished with a certificate, signed by a duly authorized officer of MD Holdings
      and dated the Closing Date, to the foregoing effect.

    


    Section
      5.2  Director
      Approval.  The Board of Directors of MD Holdings shall have
      approved this Agreement and the transactions contemplated herein.

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
 

    Section
      5.3   Officer's
      Certificate.  MD Mortgage shall have been furnished with a
      certificate dated the Closing Date and signed by a duly authorized officer
      of MD
      Holdings to the effect that:  (a) the representations and warranties
      of MD Holdings set forth in the Agreement and in all Exhibits, Schedules and
      other documents furnished in connection herewith are in all material respects
      true and correct as if made on the Effective Date;  (b) MD Holdings
      has performed all covenants, satisfied all conditions, and complied with all
      other terms and provisions of this Agreement to be performed, satisfied or
      complied with by it as of the Effective Date;  (c)  since
      such date and other than as previously disclosed to  MD Mortgage, MD
      Holdings has not entered into any material transaction other than transactions
      which are usual and  in the ordinary course if its business;
      and  (d) no litigation, proceeding, investigation or inquiry is
      pending or, to the best knowledge of MD Holdings, threatened, which might result
      in an action to enjoin or prevent the consummation of the transactions
      contemplated by this Agreement or, to the extent not disclosed in the MD
      Holdings Schedules, by or against MD Holdings which might result in any material
      adverse change in any of the assets, properties, business or operations of
      MD
      Holdings.

    


    Section
      5.4  No
      Material Adverse
      Change.  Prior to the Closing Date, there shall not have
      occurred any material adverse change in the financial condition, business or
      operations of nor shall any event have occurred which, with the lapse of time
      or
      the giving of notice, may cause or create any material adverse change in the
      financial condition, business or operations of MD Holdings.

    


    Section
      5.5  Other
      Items.  MD
      Mortgage shall have received such further documents, certificates or instruments
      relating to the transactions contemplated hereby as MD Mortgage may reasonably
      request.

    


    ARTICLE
      VI

    CONDITIONS
      PRECEDENT TO OBLIGATIONS OF MD HOLDINGS

    


    The
      obligations of MD Holdings under
      this Agreement are subject to the satisfaction, at or before the Closing date
      (unless otherwise indicated herein), of the following conditions:

    


    Section
      6.1  Accuracy
      of
      Representations.  The representations and warranties made by MD
      Mortgage in this Agreement were true when made and shall be true as of the
      Closing Date (except for changes therein permitted by this Agreement) with
      the
      same force and effect as if such representations and warranties were made at
      and
      as of the Closing Date, and MD Mortgage shall have performed and complied with
      all covenants and conditions required by this Agreement to be performed or
      complied with by MD Mortgage prior to or at the Closing.  MD Holdings
      shall have been furnished with a certificate, signed by a duly authorized
      executive officer of MD Mortgage and dated the Closing Date, to the foregoing
      effect.

    


    Section
      6.2  Director
      Approval.  The Board of Directors of MD Mortgage shall have
      approved this Agreement and the transactions contemplated herein.

    


    Section
      6.3  Officer's
      Certificate.  MD Holdings shall be furnished with a certificate
      dated the Closing date and signed by a duly authorized officer of MD Mortgage
      to
      the effect that:  (a) the representations and warranties of MD
      Mortgage set forth in the Agreement and in all Exhibits, Schedules and other
      documents furnished in connection herewith are in all material respects true
      and
      correct as if made on the Effective Date; and (b) MD Mortgage had performed
      all
      covenants, satisfied all conditions, and complied with all other terms and
      provisions of the Agreement to be performed, satisfied or complied with by
      it as
      of the Effective Date.

    


    Section
      6.4  No
      Material Adverse
      Change.  Prior to the Closing Date, there shall not have
      occurred any material adverse change in the financial condition, business or
      operations of nor shall any event have occurred which, with the lapse of time
      or
      the giving of notice, may cause or create any material adverse change in the
      financial condition, business or operations of MD Mortgage.

    


     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VII

    MISCELLANEOUS

    


    Section
      7.1  Brokers
      and
      Finders.  Each party hereto hereby represents and warrants that
      it is under no obligation, express or implied, to pay certain finders in
      connection with the bringing of the parties together in the negotiation,
      execution, or consummation of this Agreement.  The parties each agree
      to indemnify the other against any claim by any third person for any commission,
      brokerage or finder's fee or other payment with respect to this Agreement or
      the
      transactions contemplated hereby based on any alleged agreement or understanding
      between the indemnifying party and such third person, whether express or implied
      from the actions of the indemnifying party.

    


    Section
      7.2  Law,
      Forum and
      Jurisdiction.  This Agreement shall be construed and
      interpreted in accordance with the laws of the State of New Jersey, United
      States of America.

    


    Section
      7.3  Notices.  Any
      notices or other communications required or permitted hereunder shall be
      sufficiently given if personally delivered to it or sent by registered mail
      or
      certified mail, postage prepaid, or by prepaid telegram addressed as
      follows:

    


    


    
      	
              If
                to MD Holdings :

            	
              MD
                Holdings, Inc. 

            


    

    
      	
               

            	
              c/o
                Anslow & Jaclin, LLP 

            


    

    
      	
               

            	
              195
                Route 9 South, Suite 204 

            


    

    
      	
               

            	
              Manalapan,
                NJ 07726 

            


    

    


    


    
      	
              If
                to MD Mortgage:

            	
              MD
                Mortgage Corporation 

            

                                                                         
      c/o Anslow & Jaclin, LLP

    
      	
               

            	
              195
                Route 9 South, Suite 204 

            


    

    
      	
               

            	
              Manalapan,
                NJ 07726 

            


    

    


    or
      such
      other addresses as shall be furnished in writing by any party in the manner
      for
      giving notices hereunder, and any such notice or communication shall be deemed
      to have been given as of the date so delivered, mailed or
      telegraphed.

    


    Section
      7.4  Attorneys'
      Fees.  In
      the event that any party institutes any action or suit to enforce this Agreement
      or to secure relief from any default hereunder or breach hereof, the breaching
      party or parties shall reimburse the non-breaching party or parties for all
      costs, including reasonable attorneys' fees, incurred in connection therewith
      and in enforcing or collecting any judgment rendered therein.

    


    Section
      7.5  Confidentiality.  Each
      party hereto agrees with the other party that, unless and until the transactions
      contemplated by this Agreement have been consummated, they and their
      representatives will hold in strict confidence all data and information obtained
      with respect to another party or any subsidiary thereof from any representative,
      officer, director or employee, or from any books or records or from personal
      inspection, of such other party, and shall not use such data or information
      or
      disclose the same to others, except:  (i)  to the extent
      such data is a matter of public knowledge or is required by law to be published;
      and (ii)  to the extent that such data or information must be used or
      disclosed in order to consummate the transactions contemplated by this
      Agreement.

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
 

    Section
      7.6  Schedules;
      Knowledge.  Each party is presumed to have full knowledge of
      all information set forth in the other party's schedules delivered pursuant
      to
      this Agreement.

    


    Section
      7.7  Third
      Party
      Beneficiaries.  This contract is solely between MD Holdings and
      MD Mortgage and except as specifically provided, no director, officer,
      stockholder, employee, agent, independent contractor or any other person or
      entity shall be deemed to be a third party beneficiary of this
      Agreement.

    


    Section
      7.8  Entire
      Agreement.  This Agreement represents the entire agreement
      between the parties relating to the subject matter hereof.  This
      Agreement alone fully and completely expresses the agreement of the parties
      relating to the subject matter hereof.  There are no other courses of
      dealing, understanding, agreements, representations or warranties, written
      or
      oral, except as set forth herein.  This Agreement may not be amended
      or modified, except by a written agreement signed by all parties
      hereto.

    


    Section
      7.9  Survival;
      Termination.  The representations, warranties and covenants of
      the respective parties shall survive the Closing Date and the consummation
      of
      the transactions herein contemplated for 18 months.

    


    Section
      7.10  Counterparts.  This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original and all of which taken together shall be but a single
      instrument.

    


    Section
      7.11  Amendment
      or
      Waiver.  Every right and remedy provided herein shall be
      cumulative with every other right and remedy, whether conferred herein, at
      law,
      or in equity, and may be enforced concurrently herewith, and no waiver by any
      party of the performance of any obligation by the other shall be construed
      as a
      waiver of the same or any other default then, theretofore, or thereafter
      occurring or existing.  At any time prior to the Closing Date, this
      Agreement may be amended by a writing signed by all parties hereto, with respect
      to any of the terms contained herein, and any term or condition of this
      Agreement may be waived or the time for performance hereof may be extended
      by a
      writing signed by the party or parties for whose benefit the provision is
      intended.

    


    Section
      7.12  Expenses.  Each
      party herein shall bear all of their respective costs and expenses incurred
      in
      connection with the negotiation of this Agreement and in the consummation of
      the
      transactions provided for herein and the preparation thereof.

    


    Section
      7.13  Headings;
      Context.  The headings of the sections and paragraphs contained
      in this Agreement are for convenience of reference only and do not form a part
      hereof and in no way modify, interpret or construe the meaning of this
      Agreement.

    


    Section
      7.14  Benefit.  This
      Agreement shall be binding upon and shall inure only to the benefit of the
      parties hereto, and their permitted assigns hereunder.  This Agreement
      shall not be assigned by any party without the prior written consent of the
      other party.

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
 

    Section
      7.15  Public
      Announcements.  Except as may be required by law, neither party
      shall make any public announcement or filing with respect to the transactions
      provided for herein without the prior consent of the other party
      hereto.

    


    Section
      7.16  Severability.  In
      the event that any particular provision or provisions of this Agreement or
      the
      other agreements contained herein shall for any reason hereafter be determined
      to be unenforceable, or in violation of any law, governmental order or
      regulation, such unenforceability or violation shall not affect the remaining
      provisions of such agreements, which shall continue in full force and effect
      and
      be binding upon the respective parties hereto.

    


    Section
      7.17  Failure
      of Conditions;
      Termination.  In the event of any of the conditions specified
      in this Agreement shall not be fulfilled on or before the Closing Date, either
      of the parties have the right either to proceed or, upon prompt written notice
      to the other, to terminate and rescind this Agreement.  In such event,
      the party that has failed to fulfill the conditions specified in this Agreement
      will be liable for the other party’s legal fees.  The election to
      proceed shall not affect the right of such electing party reasonably to require
      the other party to continue to use its efforts to fulfill the unmet
      conditions.

    


    Section
      7.18   No
      Strict
      Construction.   The language of this Agreement shall be
      construed as a whole, according to its fair meaning and intendment, and not
      strictly for or against either party hereto, regardless of who drafted or was
      principally responsible for drafting the Agreement or terms or conditions
      hereof.

    


    Section
      7.19   Execution
      Knowing and
      Voluntary.  In executing this Agreement, the parties severally
      acknowledge and represent that each:  (a) has fully and carefully read
      and considered this Agreement;  (b) has been or has had the
      opportunity to be fully apprized by its attorneys of the legal effect and
      meaning of this document and all terms and conditions hereof;  (c) is
      executing this Agreement voluntarily, free from any influence, coercion or
      duress of any kind.

    


    Section
      7.20  Amendment.  At
      any time after the Closing Date, this Agreement may be amended by a writing
      signed by both parties, with respect to any of the terms contained herein,
      and
      any term or condition of this Agreement may be waived or the time for
      performance hereof may be extended by a writing signed by the party or parties
      for whose benefit the provision is intended.

    


    Section
      7.21  Conflict of
      Interest.  Both MD Mortgage and MD Holdings understand that
      Anslow & Jaclin, LLP is representing both parties in this transaction which
      represents a conflict of interest.  Both MD Mortgage and MD Holdings
      have the right to different counsel due to this conflict of
      interest.  Notwithstanding the above, both MD Mortgage and MD Holdings
      agree to waive this conflict and have Anslow & Jaclin, LLP represent both
      parties in the above-referenced transaction.  Both MD Mortgage and MD
      Holdings agree to hold this law firm harmless from any and all liabilities
      that
      may occur or arise due to this conflict.

    


    


    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    


    


    


    


    


    


    IN
      WITNESS WHEREOF, the
      corporate parties hereto have caused this Agreement to be executed by their
      respective officers, hereunto duly authorized, and entered into as of the date
      first above written.

    


    


    
      	
              ATTEST:

            	
              MD
                HOLDINGS
                CORP.

            


    

    


    


    _________________________                                                                     By:
      /s/Marshall Davis

    Marshall
      Davis

    President

    


    


    ATTEST:                                                                                                              
      MD MORTGAGE
      CORPORATION

    


    


    
      	
              _________________________

            	
              By:
                /s/Marshall Davis

            


    

    Marshall
      Davis

    President

    


    


    
      	
              WITNESS:

            	
              MD
                MORTGAGE
                CORPORATION SHAREHOLDERS

            


    

    


    


    ___________________________                                                                /s/Marshall
      Davis

    Marshall
      Davis

    


    ___________________________                                                               
      /s/
      Richard I. Anslow

    Richard
      I. Anslow

    


    ___________________________                                                                
      /s/
      Gregg E. Jaclin

    Gregg
      E. Jaclin

    


    Goldco
      Properties Limited
      Partnership

    


    ___________________________                                                                
      /s/
      Peter Goldstein

    Peter
      Goldstein

    


    ___________________________                                                                 /s/
      Kristina Trauger

    Kristina
      Trauger

    
15