Exhibit
      10.4

    


    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
      Thomas Meckey, 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 Vice President of
      Operations, 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.
              

          


     

     

    
      
         

      

      
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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 320,000
              Common Units of the Company. Of the 320,000 units, 64,000 units shall
              be
              vested immediately and the remaining 256,000 units shall be unvested.
              Of
              the 256,000 unvested units, 96,000 shall vest on July 1, 2008 and 160,000
              shall vest on July 1, 2009. 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/ Thomas
              Meckey 
	 	
              

              Thomas
                Meckey 

            
	 	 


    

    


    
 

    


    


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

     

     

    
      
         

      

      
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