Unassociated Document


    

      MARKETPLACE
HOME MORTGAGE - WEBDIGS, LLC

      MEMBER
CONTROL AGREEMENT

      


      


       

      THIS  MEMBER CONTROL
AGREEMENT is made effective as of the 1st day of August, 2008, by and
among each of the undersigned:

      


      


      R E C I T A L
S

       

      WHEREAS, the undersigned
constitute all of the current members of Marketplace Home Mortgage - Webdigs,
LLC, a Minnesota limited liability company; and

       

      WHEREAS, Section 322B.37 of
the Minnesota limited liability company Act authorizes a "Member Control
Agreement" as defined therein;

       

      WHEREAS, each of the
undersigned wishes to enter into such an agreement; and

       

      NOW, THEREFORE, each of the
undersigned agrees as follows:

      


      ARTICLE
I

      DEFINITIONS

       

      Section
1.01  Definitions.  The
terms defined in this Article I (except as may be otherwise expressly provided
in this Agreement or unless the context otherwise requires) shall, for all
purposes of this Agreement, have the following respective meanings:

       

      "Act" means the
Minnesota Limited Liability Company Act contained in Minnesota Statutes, §
322B.

       

      "Agreement" means this
Member Control Agreement as hereafter amended from time to time, including any
schedules to the Agreement.

       

      "Board" or "Board of Governors"
means the board of governors of the Company.

       

      "Capital Account"
means the account of a Member which is maintained in accordance with the
provisions of Section 3.07 hereof.

       

      "Code" means the
Internal Revenue Code of 1986, as amended and any successor
thereto.  Any reference herein to specific sections of the Code shall
be deemed to include a reference to any corresponding provisions of future
law.

       

      "Company" means Marketplace Home
Mortgage – Webdigs, LLC a Minnesota limited liability
company,

       

      "Distribution" means
the distributions to the Members of cash or other assets of the Company made
from time to time pursuant to the provisions of this Agreement.

       

      "Estimated Member Tax
Liability" means 100% of the taxable income and gains of the Company as
reported on the Company's federal partnership tax return for the fiscal
year.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      "Financial Rights"
means a member's rights to share in Net Income and Net Losses and Distributions
with respect to a membership interest in accordance with the terms of this
Agreement.

       

      "Governance Rights"
means all of a member's rights as a member in the Company other than Financial
Rights and the right to assign Financial Rights.

       

      "Governor" means a
natural person serving on the Board of Governors.

       

      "Manager" means a
person elected, appointed, or otherwise designated as a manager by the Board of
Governors, and any other person considered elected as a Manager pursuant to the
Act.

       

      “Member” means a
person reflected in the Required Records of the Company as the owner of one or
more Membership Units of the Company, such person’s heirs, executors,
administrators, personal representatives and successors and any assigns of
Membership Units, Governance Rights or Financial Rights as permitted by the Act,
the Articles of Organization, the Operating Agreement, and this Agreement and as
reflected in the records of the Company.  When the Governance Rights
and Financial Rights attributable to a Membership Unit have been separated and
such separation is reflected in the Required Records of the Company, references
to Member shall mean the holder of the Governance rights or Financial Rights
related to such Membership Unit as appropriate in the context.

       

      “Membership Unit”
means one of the units created by this Member Control Agreement into which the
Members’ ownership interests in the Company are divided, each such Membership
Unit consisting of Governance Rights and Financial Rights, the right to assign
such Membership Unit or the Financial Rights attributable to such Membership
Unit, and to separate the Governance Rights and Financial Rights attributable to
a Membership Unit and separately assign such rights, all in accordance with the
Act, the Articles of Organization and Operating Agreement of the Company, and
this Agreement.  When the Governance Rights and Financial Rights
attributable to a Membership Unit have been separated and such separation is
reflected in the Required Records of the Company, references to Membership Unit
shall mean the Governance Rights or Financial Rights related to such Membership
Unit as appropriate in the context.

       

      "Membership Interest"
means a Member's interest in the Company consisting of the Member's Financial
Rights and Governance Rights with respect to the Company.

       

      "Net Income" and
"Net Losses"
mean the profits and losses of the Company, as the case may be, as determined
for federal income tax purposes as of the close of each of the fiscal years of
the Company.

       

      "Percentage Interest"
as to any Member means the "Percentage Interest" reflected on Schedule A for such
Member.

       

      "Voting Interest" as
to any Member means the "Voting Interest" reflected on Schedule A for such
Member.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      ARTICLE
II

      FIRST
GOVERNORS

       

      Section
2.01  First
Governors.  The Governor of the Company shall be the following,
who is hereby elected to hold office until her successors are elected and
qualified pursuant to the Operating Agreement of the Company: Keith White and
Robert Buntz

      


      


      ARTICLE
III

      MEMBERSHIP
INTERESTS/UNITS

       

      Section
3.01  Membership Interests and
Board Authority as to additional Membership Interests.  The
names of the Members and their respective contributions and the agreed value
thereof are reflected on Schedule A, which is attached hereto and incorporated
herein by reference.  No additional contributions shall be accepted
and Membership Interests granted by the Board without the consent of more than
52% of the outstanding Voting Interests. Upon such consent and the issuance of
additional Membership Interests, Schedule A shall be appropriately
amended.

       

      Section
3.02  Terms of Membership
Interests.  The original Membership Interests reflected in
Schedule A are ordinary membership interests of one class, without series, and
shall have the rights provided by law, subject to any statement in this Agreement of
the specific rights or terms of such Membership Interests.

       

      Section
3.03  Allocation of Net Income and
Net Losses. Net Income and Net Losses shall be allocated annually among
the Members based on their Percentage Interests as reflected on Schedule
A.

       

      Section
3.04  Operating
Distributions.  Any distributions authorized by the Board other
than Liquidating Distributions pursuant to Section 3.05 shall be distributed
among the Members based on their Percentage Interests as reflected on Schedule A
provided, however, that the Board shall annually distribute cash to the Members
based on their Percentage Interests as reflected on Schedule A in an amount
equal to the Estimated Member Tax Liability to the extent such a distribution is
legally permitted.

       

      Section
3.05  Liquidating
Distributions.  If the Company is dissolved and (i) dissolution
is not avoided under Section 5.01 and (ii) its business is being liquidated in
accordance with Section 322B.873, Subd. 1, the Company shall cease to carry on
its business, except to the extent necessary for the winding up of the business
of the Company.  The Company shall thereafter be wound up and
terminated as provided by the Act.  All tangible or intangible
property of the Company, including money, remaining after the discharge of the
debts, obligations, and liabilities of the Company shall be distributed to the
Members as follows:

      


      (a)           To
the Members in proportion to, and to the extent of, the positive balances
in their Capital Accounts; and

      


      (b)           To
the Members in accordance with their Percentage Interests as set forth
on Schedule A.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      Section
3.06  Voting.  Members
shall be entitled to vote on all matters in proportion to their Voting Interests
as set forth on Schedule A.  Section
3.07  Capital
Accounts.  A Capital Account shall be established for each
Member and shall be maintained in accordance with Treasury Regulation §
1.704-1(b).  Any Member who shall receive any Membership Interest in
the Company or whose Membership Interest shall be increased by means of the
transfer to such Member of any financial interest in the Company from another
Member shall have a Capital Account that has been appropriately adjusted to
reflect such transfer.  No interest shall be paid by the Company on
capital contributions or on balances in Members' Capital Accounts.

       

      Section
3.08  Additional Capital
Contributions.  No Member shall have any obligation to make
additional capital contributions to the Company or to fund, advance, or loan
monies which may be necessary to pay deficits, if any, incurred by the Company
during the term hereof.  Members may make loans to the Company from
time to time, as authorized by the Board.  Any payment or transfer
accepted by the Company from a Member which is not a capital contribution
complying with Section 3.01 shall be deemed a loan and shall neither be treated
as a contribution to the capital of the Company for any purpose hereunder, nor
entitle such Member (as such) to any increase in such Member's Percentage
Interest.  Any such loan shall be repaid at such times and with such
interest (at rates not to exceed the maximum permitted by law) as the Board and
the lending Member shall reasonably agree.

      


      


      ARTICLE
IV

      TAX
MATTERS

       

      Section
4.01  Tax Characterization and
Returns.  The Members acknowledge that the Company will be
treated as a "partnership" for tax purposes.  Within 90 days after the
end of each fiscal year, the Chief Manager will cause to be delivered to each
person who was a Member at any time during such fiscal year a Form K-1 and such
other information, if any, with respect to the Company as may be necessary for
the preparation of such Member's federal or state income tax (or information)
returns, including a statement showing each Member's share of income, gain, or
loss and credits for such fiscal year for federal or state income tax
purposes.

       

      Section
4.02  Accounting
Decisions.  All decisions as to accounting matters shall be
made by the Board in its sole discretion and in accordance with GAAP and the
requirements of the Securities & Exchange Commission.  The
Company, at the sole discretion of the Board, also may make or revoke such
elections as may be allowed pursuant to the Code, including the election
referred to in Section 754 of the Code to adjust the basis of Company
property.

       

      Section
4.03  Tax Matters
Partner.  The Board shall designate a Member to act on behalf
of the Company as the "tax matters partner" within the meaning of Section
6231(a)(7) of the Code.

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      ARTICLE
V

      AGREEMENT TO AVOID
DISSOLUTION

       

      Section
5.01  Dissolution Avoidance
Consent.  Each Member agrees that at the request of the Company
and no later than 90 days after the occurrence of an event that terminates the
continued membership of another Member in the Company (including the events
enumerated in section 322B.80, Subd. 1, Clause (5) of the Act), each remaining
Member shall consent to the continuation of the Company as a legal entity
without dissolution and to the continuation of its business.

       

      Section
5.02  Status of Terminated Member
if Dissolution is Avoided.  If dissolution is avoided under
5.01, then the Member whose interest has terminated loses all Governance Rights
and will be considered merely an assignee of the Financial Rights owned before
the termination of Membership.

       

      Section
5.03  The Purchase Membership
Interest of Terminated Members.  If dissolution is avoided
under 5.01, either the Company or the remaining Members shall be obligated to
purchase the interest of the Member whose interest was terminated in accordance
with the terms set forth in Article VIII.

      


      


      ARTICLE
VI

      BUSINESS CONTINUATION
AGREEMENT

       

      Section
6.01  Agreement to Continue
Business.  If one or more members fails to give the consent
specified in Article V and the Company dissolves as a result, each Member
agrees that the Company and the Members shall have the right to transfer the
Company's assets and business to a successor limited liability company and to
continue its business in such successor as provided in Section
6.02.

       

      Section
6.02  Procedures to Transfer and
Continue Business.  Following dissolution in the circumstances
described in Section 6.01, the Board shall organize a new limited liability
company (the "Successor") under the Act and shall prepare a plan of merger
pursuant to which the Company would be merged into the Successor, which would be
the surviving company, and the Membership Interests of the Members in the
Company would be converted into Membership Interests in the Successor having
substantially identical terms.  If approved by the Members of the
Company (including Members voting pursuant to Section 322B.306, Subd. 3,
Clause (2) of the Act), such merger shall be promptly effected in
accordance with law.  Each Member agrees to waive dissenters' rights
with respect to such merger.  If, notwithstanding the agreement in the
previous sentence, a Member asserts dissenters' rights with respect to the
merger, such rights are subject to the limitations and offsets provided by
Section 322B.873, Subd. 3, of the Act.

      


      ARTICLE
VII

      TRANSFERS OF
INTERESTS

       

      Section
7.01  Transfers.  A
Member may assign the Member's full Membership Interest only by assigning all of
the Member's Governance Rights coupled with a simultaneous assignment to the
same assignee of all of the Member's Financial Rights as permitted in Article
VIII herein.

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      ARTICLE
VIII

      BUY-SELL
AGREEMENT

       

      Section
8.01  Restrictions on Transfer of
Membership Interest.

       

      Section
8.01.1  Membership Interest Subject
to this Agreement.  No membership interest, now owned or
hereafter acquired by a Member, may be sold, assigned, encumbered, pledged,
transferred or otherwise disposed of, whether voluntarily, involuntarily or
otherwise, except to the Company or a Member either pursuant to the provisions
of this Agreement, or with the unanimous written consent of all the Members and
the Company.

       

      Section
8.02  Purchase and Sale on Death
of Member.

       

      Section
8.02.1  Purchase by Surviving
Members.  Upon the death of a Member (if dissolution is avoided
under Section 5.01), the Company shall purchase, and the estate of the deceased
Member shall sell, the membership interest of the deceased Member immediately
prior to his death, at the price and upon the terms determined under Section
8.04 of this Agreement.

       

      Section
8.03  Purchase and Sale During
Member’s Lifetime.

       

      Section
8.03.1  Involuntary; Transfer;
Termination of Employment; or Dissolution.  If a Member is
adjudicated a bankrupt or judgment is entered against a member and execution
levied thereon, or a Member is declared incompetent and a legal guardian is
appointed for the Member, if a Member is an individual employed with the Company
and ceases to be an employee of the Company for any reason whatsoever, or if a
member entity dissolves, sells substantially all of its assets/stock/membership
(without prior written consent by the Company) and if dissolution is avoided
under Section 5.01, the Company shall purchase all of the membership interest of
the Company owned by such Member, and such Member shall sell all of his
membership interest to the Company at the price and upon the terms determined
under Section 8.04 of this Agreement.

       

      Section
8.03.2  Disability.  In
the event a Member suffers a total and permanent disability, and if dissolution
is avoided under Section 5.01, the Company shall purchase, and the disabled
Member shall sell, at the price and upon the terms determined under Section 8.04
of this Agreement, all of the membership interest of the Company then owned by
the disabled Member.  For purposes of this Agreement, “total and
permanent disability” shall mean physical or mental incapacity (as determined by
a physician reasonably acceptable to the Members who are not disabled and to the
purportedly disabled Member or his legal representative) to such an extent that
the purportedly disabled Member is unable to devote full time and attention to
the affairs of the Company for a period of six (6) consecutive
months.

       

      Section
8.03.3  Purchase and Sale at
Member’s Option.  If a Member desires to sell or assign any
part of their membership interest in the Company, retire, resign or otherwise
terminate an interest pursuant to Minn. Stat. § 322B.80, Subd. 1, and
dissolution is avoided under Section 5.01, the Company shall purchase said
membership interest at the price and upon the terms determined under Section
8.04 of this Agreement.  To effect such a sale, the selling Members
shall give written notice of his intention to sell or assign his membership
interest in the Company by actual delivery or certified mail to the Company at
its principal place of business.

       

      Section
8.04  Purchase of Membership
Interest.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      Section
8.04.1  Purchase Price for
Membership Interest of Member.  The purchase price for the
membership interest of a Member pursuant to Section 5, 6, 7, 8.02.1, 8.03.1,
8.03.2, or 8.03.3 shall be equal to the “Membership Interest Value” determined
in accordance with Section 8.04.2 hereof as of the last day of the calendar
quarter (i.e., March 31, June 30, September 30, or December 31) of the Company
immediately preceding the calendar quarter in which the event giving rise to a
purchase under said sections occurs.

       

      For
purposes of this Agreement, the event giving rise to a purchase under Section
8.02.1, 8.03.1, 8.03.2, or 8.03.3 shall be considered to occur, respectively (A)
in the case of Section 8.02.1, on the date of death of the Member; of (B) in the
case of Section 8.03.1, on the date of termination of an employed Member’s
employment, the date the Member is adjudicated as bankrupt or judgment is
entered against the Member, the date the Member is declared incompetent, as the
case may be; or (C) on the date of the end of the six-month period described in
Section 8.03.2; or (D) on the date of dissolution, termination of business or
sale of substantially all of a Member entity’s assets/stock/membership interest;
or (E) on the date the written notice is given by the selling Member pursuant to
Section 8.03.3.

       

      Section
8.04.2  Determination of Membership
Interest Value.  The “Membership Interest Value” of the Company
shall be determined in the following manner.  The Membership Interest
Value and corresponding payment shall be computed as an amount or percentage
equaling the Member’s proportionate Membership Interest in the Company (as of
the date set forth in Section 8.04.1) multiplied by the Company’s net profit for
each complete calendar quarter commencing after the pertinent date referenced in
Section 8.04.1 herein.  The Members shall be entitled to a quarterly
net profit allocation (based upon the Membership Interest percentage owned by
the Member as of the date referenced in Section 8.04.1) for each full year the
Member owned a Membership Interest in the Company (i.e., a Member owning
Membership Interest for five and one-half (5 1⁄2 ) years shall be entitled to five
(5) allocate quarterly net profit distributions).  For purposes of
this Section, and a determination of Membership Interest Value, the term “Net
Profit” shall be defined as gross revenue, less direct expense, overhead, long
and short term liabilities, taxes and other expenses as historically computed by
the Company’s accountant, and as otherwise computed by the Company’s accountant
in his or her sole discretion.

       

      Section
8.04.3  Payment for Membership
Interest of a Member.  In the event of a purchase of a
membership interest pursuant to Section 8.02.1, 8.03.1, 8.03.2, or 8.03.3
hereof, the first quarterly payment referenced in Section 8.04.2 shall be made
by the Company at the closing set forth in Section 8.04.4 herein, with each
successive quarterly payment made within thirty (30) days after each calendar
quarter thereafter (depending upon the number of quarters referenced in Section
8.04.2);


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      Section
8.04.4  Closing.  The
closing of the transaction for the purchase of a membership interest pursuant to
Sections 8.02 and 8.03 hereof shall take place at the registered office of the
Company unless another place is agreed upon in writing between each purchasing
Member and the legal representative of a deceased Member’s estate, the guardian
of an incompetent Member, or the selling Members, as the case may
be.  Said closing shall take place within thirty (30) days after the
first full calendar quarter following the occurrence of the event giving rise to
the purchase.  Notice of the date and time of said closing shall be
given by each purchasing Member to said representative, guardian, or selling
Member.  When the initial quarterly payment has been made by the
Company pursuant to this Section 8.04 for the Member’s membership interest, the
member, or his legal representative or guardian, or his estate’s representative,
as the case may be, shall cause the membership interest to be properly assigned
to the Company, free and clear of all liens and encumbrances, and without the
reservation of any interest therein by the selling Member, his estate, or his
representative or guardian.  The selling and purchasing parties shall
execute and deliver to each other at closing any additional documents which may
be necessary to complete and carry out their respective undertakings
hereunder.

       

      Section
8.04.5  Settlement of Amounts Owed
to Company.  At any closing of a purchase of a membership
interest pursuant to this Agreement, the selling Member or his estate, as the
case may be, shall pay in full to the Company the amount of any debt or
liability owned by that Member to the Company.

      


      


      ARTICLE
IX

      AMENDMENTS

       

      Section
9.01  Amendment of
Agreement.  No change, modification or amendment of this
Agreement shall be valid or binding unless such change, modification or
amendment shall be in writing signed by 52% of the Voting Interests; provided,
however, in no event may this Agreement be amended to provide for less than
unanimous consent to avoid dissolution under Section 5.01.

       

      ARTICLE
X

      RELATIONSHIP WITH
MARKETPLACE HOME MORTGAGE, LLC

       

      Section
10.01  Operations.  Marketplace
Home Mortgage, LLC (“MHM”) will provide all administration, legal, accounting,
closing, delivery, marketing, payroll, and general business and/or
administrative services for the Company.  The Company will be
responsible and/or liable for its allocated costs of such MHM
services.  All income and expenses shall be accounted and/or
maintained separately for the Company.  MHM’s finance
team  shall provide the Company and all members (see Schedule A) with
detailed financial reports (see Schedule B).  Due to Webdigs, Inc.
publically traded status, MHM  will provide all financial reports, and
internal control documentation as is deemed necessary by Webdigs, Inc. in order
that Webdigs, Inc. can meet it’s reporting obligations for the Securities and
Exchange Commission on a timely basis.   Details of pricing and
required financial reports are disclosed in detail in Schedule B (see
attached).

       

      Section
10.02  Policies, Procedures and
Pricing.  The Members agree and acknowledge that the board of
governors for MHM will set all policies, procedures and pricing with respect to
the operations of the Company, and agree to vote their membership interest as
set forth in Schedule A hereto in support of such policies, procedures and
pricing established by the MHM board of governors from
time-to-time.

       

      Section
10.03  Use of
Name.  The Members acknowledge and agree that the Company must
include or share the name Marketplace Home Mortgage and derivations thereof, and
may only be amended or changed with the approval of MHM and/or its board of
governors.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      


      ARTICLE
XI

      VOTING
AGREEMENT

      


      Section 11.01 Voting
Agreement.  Members holding Membership Units/Membership Interest in
the Company shall be entitled to vote on all matters in proportion to their
Membership Units/Membership Interest as set forth on Schedule A
hereto.  Notwithstanding anything set forth in this Agreement, the
Company’ Articles of Organization, or the Company’s Operating Agreement, the
affirmative vote of Fifty Two  Percent (52%) or greater of the
outstanding Membership Units/Membership Interest shall be required with respect
to any of the following:

      


      (a)           The amendment, restatement
or modification of the Company’s Articles ofOrganization, Operating
Agreement, Member Control Agreement (as amended) orSchedule A to the Member
Control Agreement.

      


      (b)           The issuance or redemption
of any Membership Units/Interest or any modification oramendment to any
governing/voting, financial, equity or Membership Units/Interest asidentified on Schedule A to
the Member Control Agreement.

      


      (c)           The appointment, election or
termination of the position or duties of any Member,Boardof Governor, officer or
employee of the Company.

      


      (d)           The payment, compensation or
bonus to a Member, Governor, manager, officer,employee, affiliate,
contractor or other individual or entity with a financial or
businessinterest in the
Company.

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (e)           Determination of the
modification to, or authorization for, salaries, commissions, bonusor other compensation paid
to any Member, Governor, officer or employee ofthe
Company.

      


      (f)           The declaration of any
distribution or dividend on any Membership Units/Interest of the Company or
any affiliate/subsidiary thereof, or the declaration of anydistribution, dividend or
equity issuance or distribution relating to any separate entity which possesses a business
or other financial interest in the Company.

      


      (h)           The sale, lease, or license
of substantially all of the Assets of the Company, or themerger, consolidation or
acquisition of the Company, or the bankruptcy or dissolution ofthe
Company.

      


      (i)           Any loan, advance, capital
contribution or significant contractual commitment (inexcess of $10,000.00 in any
calendar year) between the Company and any non-affiliatedsubsidiary or related
person, firm or entity.

      


      (j)           The change in policy,
structure or procedure of the Company’s current businessplatform, model or business
structure (i.e., how the Company prices, funds and deliversloans).

      


      (k)           The establishment,
modification, amendment, agreement or other arrangements withany non-affiliated,
subsidiary or related individuals or entities with contractualcommitments, dividend
income, or services purchased or provided by the Company or to the Company in excess of
$10,000.00 in any calendar year.

      


      (l)           Any loan, advance, capital
contribution or contractual commitment, or theestablishment, modification,
amendment, agreement or arrangement with an affiliated,parent, subsidiary or
closely related entity (co-owned by the Company or any Member) valued or costing in excess
of $1,000.00 in any calendar year.

      


      ARTICLE
XII

      MISCELLANEOUS

       

      Section
12.01  Governing
Law.  This Agreement and the rights of the parties hereunder
will be governed by, interpreted, and enforced in accordance with the laws of
the State of Minnesota.

       

      Section
12.02  Binding
Effect.  This Agreement will be binding upon and inure to the
benefit of the Members, and their respective distributees, successors and
assigns.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      Section
12.03  Severability.  If
any provision of this Agreement is held to be illegal, invalid, or unenforceable
under the present or future laws effective during the term of this Agreement,
such provision will be fully severable; this Agreement will be construed and
enforced as if such illegal, invalid, or unenforceable provision had never
comprised a part of this Agreement; and the remaining provisions of this
Agreement will remain in full force and effect and will not be affected by the
illegal, invalid, or unenforceable provision or by its severance from this
Agreement.  Furthermore, in lieu of such illegal, invalid or
unenforceable provision, there will be added automatically as a part of this
Agreement a provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid, and
enforceable.

       

      Section
12.04  Multiple
Counterparts.  This Agreement may be executed in several
counterparts, each of which will be deemed an original, but all of which will
constitute one and the same instrument.  However, in making proof
hereof it will be necessary to produce only one copy hereof signed by the party
to be charged.

       

      Section
12.05  Additional Documents and
Acts.  Each Member agrees to execute and deliver such
additional documents and instruments and to perform such additional acts as may
be necessary or appropriate to effectuate, carry out and perform all of the
terms, provisions and conditions of this Agreement and the transactions
contemplated hereby.

       

      Section
12.06  No Third Party
Beneficiary.  This Agreement is made solely and specifically
among and for the benefit of the parties hereto, and their respective successors
and assigns, and no other person will have any rights, interest, or claims
hereunder or be entitled to any benefits under or on account of this Agreement
as a third party beneficiary or otherwise.

       

      Section
12.07  Notices.  Any
notice to be given or to be served upon the Company or any party hereto in
connection with this Agreement must be in writing and will be deemed to have
been given and received when delivered to the address specified by the party to
receive the notice.  Such notices will be given to a Member at the
address specified in the Company's Required Records.  Any Member or
the Company may, at any time by giving five (5) days' prior written notice to
the other Members and the Company, designate any other address in substitution
of the foregoing address to which such notice will be given.

       

      Section
12.08  Confidential
Information.  All members acknowledge that in the course of
this Agreement, each may acquire information about the other, including but not
limited to business plans and operations, technical information, trade secrets,
copyrighted material and client and financial information, all of which shall be
deemed to be confidential information (“Confidential Information”). The term
confidential information shall not include any information that was in the
possession of the possessing party prior to the execution of this Agreement: was
developed independently by or on behalf of the possessing party; or was
disclosed to the possessing party by a third party not having an obligation of
confidence to the other party. All confidential Information shall be maintained
under secure condition, using reasonable security measures. Each party will keep
the other Party’s Confidential Information strictly confidential. Neither Party
to this agreement shall be entitled to use the Confidential Information obtained
from the other, for purposes other than those contemplated by this Agreement,
nor disclose such information to any third party., without the express prior
written consent of the Party affected by any such disclosure; provided such
restriction shall not apply to any information that must be disclosed as the
result of a bona fide legal proceeding or regulatory request as long as advance
notice of such disclosure is given by the possessing party to the other
party.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      


       

      IN WITNESS WHEREOF, the
undersigned have executed this Agreement on the date set forth
above.

      


      MARKETPLACE HOME

      MORTGAGE - WEBDIGS, LLC

      


      


      By:
_____________________________

             President_________________

      


      


      


      


      


      Marketplace Home Mortgage,
LLC

      


      


      By:______________________________

      President

      


      


      


      


      Webdigs, Inc.

      


      


      By:______________________________

      Chairman and CEO

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      MARKETPLACE
HOME MORTGAGE - WEBDIGS, LLC

      MEMBER
CONTROL AGREEMENT

      


      


      


      Schedule  A

      


      
        	
                Members

              	
                Membership
      Interest percentage

              	
                Percentage
      Interest

              	
                Voting
      Interest

              	
                Capital
      Contribution

              
	
                Webdigs,
      Inc.

              	
                49%

              	
                49%

              	
                49%

              	
                $22,136
      assets

              
	
                Marketplace
      Home Mortgage, LLC.

              	
                51%

              	
                51%

              	
                51%

              	
                        $23,040
      cash

              


      

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


       MARKETPLACE HOME MORTGAGE - WEBDIGS,
LLC

      MEMBER
CONTROL AGREEMENT

      


      


      


      Schedule  B

      


      List of
documents to be delivered to Webdigs, Inc no later than 20 calendar days after
the end of the previous month

      


      Financial
Reports

      
        	
                 
      

              	
                ·

              	
                Income
      statement

              


      

      
        	
                 
      

              	
                o

              	
                With
      details of all expenses easily accessible by Webdigs,
      Inc.

              


      

      
        	
                 
      

              	
                ·

              	
                Balance
      sheet

              


      

      
        	
                 
      

              	
                o

              	
                With
      details of all significant balances
  available

              


      

      
        	
                 
      

              	
                o

              	
                Extract
      of all cash account movements for the previous month to be provided with
      the balance sheet

              


      

      
        	
                 
      

              	
                o

              	
                Analysis
      of member equity account (if there are any movements other than profit for
      month0

              


      

      
        	
                 
      

              	
                ·

              	
                Mortgage
      closing data – worksheet with all loans closed that ties to financial
      staements

              


      

      
        	
                 
      

              	
                o

              	
                Customer

              


      

      
        	
                 
      

              	
                o

              	
                Loan
      officer

              


      

      
        	
                 
      

              	
                o

              	
                Source
      of leads

              


      

      
        	
                 
      

              	
                o

              	
                Profit
      per loan

              


      

      
        	
                 
      

              	
                o

              


      

      
        	
                 
      

              	
                ·

              	
                Pipeline
      of loans in process at month end for future
  months

              


      

      
        	
                 
      

              	
                ·

              	
                Investments
      in fixed asset summary

              


      

      


      
        


         

        Marketplace
Home Mortgage, LLC, Marketplace Home Mortgage Webdigs and Webdigs, Inc. agree to
work together to meet all information requirements required for Webigs, Inc.
SEC’ reporting deadlines. Both parties acknowledge that on occasion, data may
not be available within 20 calendar days of the end of the
month.   Nevertheless, all parties agree to collaborate to ensure
that sufficient  information will be provided to enable Webdigs, Inc.
to meet its SEC reporting deadlines.