Exhibit
        10.5

      


      MEMBER
        SERVICES AGREEMENT

      


      This
        Member Services Agreement (this “Agreement”)
        is
        entered into and effective as of October 22, 2007 (the “Effective
        Date”)
        by and
        between WEBDIGS, LLC a Minnesota limited liability company (the “Company”),
        and
        Ed Wicker, a Minnesota resident (“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 Chief Financial Officer,
        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.
                

            


       

       

      
        
           

        

        
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      	4.  	
              Compensation,
                Benefits and Expenses.

            


      


      
        	 	
                4.1

              	
                Compensation.
                  Beginning on the Effective Date, the Company shall pay Contractor
                  compensation equal to $60,000, 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 100,000
                Common Units of the Company. Of the 100,000 units, 50,000 units shall
                be
                vested immediately on the date hereof, and 50,000 units shall vest
                on July
                1, 2008 or on a prorated basis per Section 5.1. 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.

              


      

      


      
        	 	
                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.

              


      

       

       

      
        
           

        

        
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                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. 

              


      

       

       

      
        
           

        

        
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                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.

              


      

       

       

      
        
           

        

        
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                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.

              


      

      


      
        	 	
                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:

              
	 
 	 
 	 
 
	 	 	/s/ Robert
                A.
                Buntz, Jr.
	 	
                
Robert
                A. Buntz, Jr., Chief
                Manager
	 	 


      

      
        	 	 	 
	 	
                MEMBER:

              
	 
 	 
 	 
 
	 	 	/s/ Edward
                Wicker
	 	
                

                Edward
                  Wicker

              
	 	 


      

       

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


      
        
           

        

        
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