EXHIBIT
10.20  [Pursuant
to Rule 24b-2, certain information has been deleted and filed separately with
the Commission.]  AGREEMENT
OF LIMITED LIABILITY COMPANY OF COMMUNITY
FIRST MORTGAGE, LLC  This
Agreement of Limited Liability Company (the Agreement), is entered into June
15, 2001 by and between Wells Fargo Ventures, LLC, with its principal place of
business at 1 Home Campus, Des Moines, Iowa 50328-0001, (Wells Fargo Member)
and Community First Home Mortgage, Inc. with its principal place of business at
520 Main, Fargo, ND 58124-0001, (Community Member) who do hereby form the
limited liability company agreement of Community First Mortgage, LLC (the
Company), pursuant to the Delaware Limited Liability Company Act, upon the
following terms and conditions:  ARTICLE I Definitions and Glossary
of Terms  Section 1.1  Definitions.
The following terms used in the Agreement shall have (unless otherwise
expressly provided herein or unless the context otherwise requires) the
following respective meanings:  Accountants means KPMG Peat Marwick, or such other certified
public accountants as the Operating Committee may select.  Act shall mean the Delaware Limited Liability Company Act, 6 Del,
C. §18-101 through §18-1107, as amended from time to time.  Affiliate means any person or entity that directly or
indirectly, through one or more intermediaries, controls, or is controlled by,
or is under common control with, the person or entity specified.  Agreement shall mean this Agreement of Limited Liability Company
of Community First Mortgage, LLC.  Budget means the budget established annually pursuant to
Section 8.3.  Capital Account means, with respect to any Unit Holder, the
account maintained for such Unit Holder in accordance with the provisions of
Section 4.1 hereof.  Capital Contribution shall mean any contribution to the
capital of the Company in cash or property by a Member whenever made.  Certificate means the Certificate of Formation of the Company
and any and all amendments thereto and restatements thereof filed on behalf of
the Company with the office of the Secretary of State of the State of Delaware
pursuant to the Delaware Act.  Closing Date shall mean the date of execution of this
Agreement.  Code shall mean the Internal Revenue Code of 1986, as
amended.  Any reference to any specific
provision of the Code or any regulations thereunder shall be deemed to refer
also to any successor provisions thereto.  Company shall mean Community First Mortgage, LLC, the Delaware
limited liability company governed by this Agreement.   
   Company Distributions shall mean cash or property which is
distributed pursuant to Section 5.4 or Section 11.7 of this Agreement.  Company Expenses shall mean all expenditures and costs paid
out by the Company in the course of the conduct of its business.  Company Revenues shall mean all receipts from operations and
use of assets received by the Company and all other income, receipts, or gain
received by the Company in the course of the conduct of its business.  Fiscal Year means (i) the period commencing upon the formation
of the Company and ending on December 31, of the year of formation, (ii) any
subsequent twelve (12) month period commencing on January 1 and ending on
December 31, or (iii) any portion of the period described in Clause (ii) of
this sentence for which the Company is required to allocate Profits, Losses and
other items of company income, gain, loss or deduction pursuant to Article V
hereof.  Intercompany Net Cash Balance means the net of the Companys
funds on deposit with Wells Fargo and any amounts owed by the Company to Wells
Fargo excluding advances by Wells Fargo pursuant to Section 8.8.  Interest shall mean the personal property ownership right of a
Member in the Company and shall entitle such Member to an allocation of Company
Revenues and Company Expenses pursuant to Article V of the Agreement and to a
share of the Company Distributions pursuant to Article V of the Agreement.  Each Members Interest is evidenced by and
composed of the Units owned by that Member, and such allocation and share of
Company Revenues, Company Expenses, and Company Distributions shall be
determined based upon the number of Units owned by such Member.  Loan Policies shall mean those policies,
standards and procedures of Wells Fargo, as amended from time to time, relating
to residential mortgage loan origination by Retail Offices including the
All-Office Memos, Loan Production Memos, Product Catalogs, Conventional Loan
Standards Manual, VA Handbook, FHA Underwriting Manual, Compliance Manual,
Disclosure Manual, Code of Ethics, Ncyclopedia and other communications with
their terminology adjusted to apply to the Company rather than to Retail
Offices.  Losses shall mean the taxable loss of the Company as determined
for federal income tax purposes under Code section 703(a) including items
separately stated pursuant to section 703(a)(1).  Managing Officer means the individual
responsible for the day to day operation of the Company.  Member shall mean a person who has been admitted to the
Company as a member as provided in the Agreement and section 18-301 of the Act.  Net Cash Available means cash on deposit or
cash equivalents which includes the Intercompany Net Cash Balance less amounts
required to maintain minimum regulatory net worth requirements (in excess of
other Company assets if otherwise insufficient, or if cash is required) and
less such other amounts the Operating Committee may determine are required to
be set aside in reserve to fund future operating and capital expenditures.  2 
   Wells Fargo shall mean Wells Fargo Home
Mortgage, Inc., a California corporation.  Operating Committee means the Operating
Committee of the Company, constituted as provided in Section 6.1.  Person includes any individual, association,
partnership (general or limited), joint venture, trust, estate, limited
liability company, corporation or partnership, or other legal entity or
organization.  Profits shall mean the taxable income of the Company as
determined for federal income tax purposes under Code section 703(a) including
items separately stated pursuant to section 703(a)(1).  Retail Offices means Wells Fargos
wholly-owned loan production offices in operation from time to time.  Units with respect to any Member, shall mean the ownership
interests of the particular Member which quantify the share of that particular
Member in the right, privilege, or interest being addressed.  Unit Holder means any person who holds one (1) or more Units,
regardless of whether such Person is a Member and regardless of whether such
Units were initially acquired by such Person from the Company or by assignment
from another Unit Holder.   ARTICLE II Formation, Name and
Registered Agent  Section 2.1  Formation.  Wells Fargo Member and Community Member, by
execution of this Agreement and the filing of the Certificate with the Delaware
Secretary of State, hereby enter into and form the Company as a limited
liability company under and pursuant to the Delaware Act.  The name and mailing address of each Member
or Unit Holder shall be listed on the Schedule of Capital Contributions
attached hereto.  The Company shall be
required to update the names and addresses on the Schedule of Capital Contributions
from time to time as necessary to accurately reflect the information
therein.  Any amendment or revision to
the names and addresses on the Schedule of Capital Contributions made in
accordance with this Agreement shall not be deemed an amendment to this
Agreement.  Any reference in this
Agreement to the Schedule of Capital Contributions shall be deemed to be a
reference to the Schedule of Capital Contributions as amended and in effect
from time to time.  The Members agree
that the rights, powers, duties and liabilities of the Members and Managing
Officer shall be as provided in the Delaware Act, except as otherwise provided
in this Agreement.  Section 2.2  Name and
Registered Agent.  The name of the
Company is Community First Mortgage, LLC. 
Its registered agent is Corporation Service Company or such other agent
as the Members may hereafter determine.  ARTICLE III Business Purpose  Section 3.1  Character of the
Business.  The purpose of the
Company shall be to carry on the business of residential mortgage lending.   3 
   Section 3.2  Other
Qualifications.  The Members agree
that the Company shall file or record such documents and take such other
actions under the laws of any jurisdiction as are necessary or desirable to
permit the Company to do business in any such jurisdiction as is selected by
the Company and to promote the limitation of liability for the Members in any
such jurisdiction.  Section 3.3  Prohibited
Activities.  The Company shall not
participate in any activity that violates the Real Estate Settlement Procedures
Act of 1974 or any other law or regulation. 
The Company shall not engage in any prohibited activities for a national
bank or its subsidiaries and shall obtain any required regulatory approvals for
a national bank subsidiary before commencing any activity.  Section 3.4  Limitations
on Other Activities.  (a)  Except as provided in this section, [Confidential
Treatment Requested]  (b)  While it is a Member, subject to the
exceptions stated below Community Member shall not, nor shall it suffer or
permit any of its Affiliates, other than the Company, to engage in the
residential mortgage lending business, directly or indirectly, either by
themselves or through a joint venture or any other similar arrangement with any
other party that would permit Community Member or any of its Affiliates to
engage or participate in such residential mortgage lending business.[Confidential
Treatment Requested]  (c)  [Confidential Treatment Requested]  (d)  Neither Member shall be accountable to
Company or to the other Member for any activity or business permitted under
this Article 3 except for the business of Company.  Neither Member shall have any right by virtue of this Agreement
or by their status as a Member to be apprised of the independent business or
activities of the other Member, nor to be allowed to participate therein or to
the income or profits derived therefrom. 
Neither Member shall be required to devote full time to Company, but
only so much time as may be necessary to accomplish the purposes of Company and
the duties specifically set forth in any agreements related to Company.  Section 3.5  Transactions
Involving the Members.  (a)  Community Member shall cooperate with and
promote Company and its loan products to customers of Community Member or its
Affiliates consistent with all applicable legal requirements. [Confidential
Treatment Requested]  (b)  Except as may be expressly provided for in
this Agreement or in any agreements executed between Company and any Member or
as approved by the Operating Committee, no payment will be made by Company to
any Member for the services of such Member or the employees of such Member.  (c)  [Confidential Treatment Requested]  ARTICLE IV Capital Accounts  Section 4.1  Capital Accounts.  A separate capital account shall be
maintained for each Member of the Company. 
Each Members Capital Contributions and its share of all Company
Revenues shall be credited to its capital account and each Members share of
all costs, expenses, losses and Distributions (including return of capital) of
the Company shall be debited to its account, all as allocated under this
Agreement. Each Members initial Capital
Contribution,  4 
   as reflected on Exhibit A, is due and payable
upon execution of this Agreement.  Any
subsequent Capital Contribution pursuant to Section 8.8 shall be due and
payable within 15 days of receipt of notice of the need for the additional
Capital Contribution.  Section 4.2  Units.  A Unit Holders limited liability company
interest in the Company shall be represented by the Unit or Units held by
such Unit Holder.  Each Unit Holders
respective Units shall be set forth on the Schedule of Capital Contributions
attached hereto.  Each Unit Holder
hereby agrees that its limited liability company interest in the Company and
its Units shall for all purposes be personal property.  A Unit Holder has no interest in specific
Company property.  Section 4.3  Status of
Capital Contributions.  (a)  Except as otherwise provided in this
Agreement, the amount of a Unit Holders Capital Contributions may be returned
to it, in whole or in part, at any time, but only with the consent of all
Members.  Any such returns of Capital
Contributions shall be made to all Unit Holders in proportion to the number of
Units then held by each Unit Holder. 
Notwithstanding the foregoing, no return of a Unit Holders Capital
Contributions shall be made hereunder if such distribution would violate applicable
state law.  Under circumstances
requiring a return of any Capital Contribution, no Unit Holder shall have the
right to demand or receive property other than cash, except as may be
specifically provided in this Agreement.  (b)  Except as provided in Section 8.8 and by
applicable state law, the Members shall be liable only to make their capital
contributions pursuant to Section 4.1 hereof, and no Member or Assignee shall
be required to lend any funds to the Company or, after a Members Capital
Contributions have been fully paid pursuant to Section 4.1 hereof, to make any
additional capital contributions to the Company.  No Unit Holder shall have any personal liability for the
repayment of any Capital Contribution of any other Member or Assignee.  ARTICLE V Allocation of Revenues,
Expenses, Profits and Losses  Section 5.1  Allocation of
Revenues and Expenses.  All Company
Revenues and Company Expenses shall be allocated among the Members in
proportion to their respective Units.  Section 5.2  Allocation of Profits
and Losses.  All Profits and Losses
shall be allocated among the Members in proportion to their respective Units.  Section 5.3  Allocation of
Items for Federal Income Tax Purposes. 
To the extent permitted by law, all items of Company taxable income,
gain, loss, credit, and deduction recognized or allowable for Federal income
tax purposes shall be allocated and credited or charged to the Members in the
same manner as the revenues, income, receipts, costs, or expenses giving rise
to such items of taxable income, gain, loss, credit, or deduction are allocated
and credited or charged.  Any Member
allocated and charged a particular cost or expense shall be entitled to such
deductions or credits as are attributable to such cost or expense in computing
such Members taxable income or tax liability to the exclusion of any other
Member.  Upon the sale or other transfer
of any asset of the Company, any recapture of depreciation deductions or other
deductions previously taken shall be allocated to the Member to whom such
deductions were originally allocated, and any recapture of investment tax
credit shall be allocated to the Member to whom such credit was originally
allocated.  5 
   Section 5.4.  Distribution of
Cash.  All Company Distributions
shall be made among the Members in proportion to their respective Units.  Cash of the Company which is not required,
in the judgment of the Members, to meet obligations of the Company nor
reasonably necessary for future Company operations shall be distributed not
less frequently than quarter-annually to the Members in proportion to their
respective Units, not later than ninety (90) days after the end of each
quarter-annual period with respect to which such distribution is being made.  Section 5.5  [Confidential
Treatment Requested]  ARTICLE VI Management of the
Company  Section 6.1  General.  The overall management and control of the
business and affairs of the Company shall be vested in the Operating Committee
consisting of four individuals, with each Member appointing individuals to the
Operating Committee in proportion to their respective Units.  The Company may have a Managing Officer
appointed by the Operating Committee. 
The Managing Officer of the Company shall not be appointed to the
Operating Committee.  The number of
individuals on the Operating Committee may be reset by the Operating Committee
from time to time, provided that each Member shall appoint individuals to the
Operating Committee in proportion to its respective Units.  Each Member may remove and replace the
individuals appointed by it at any time and for any reason.  Any vacancy on the Operating Committee shall
be filled by the Member that had appointed the individual to the position that
has become vacant.  Section 6.2  Operating
Committee Procedures.  Except where
herein expressly provided to the contrary, all decisions with respect to the
management and control of the Company shall be made and agreed to by the
Operating Committee and shall be binding on the Company.  [Confidential Treatment Requested]  Action may be taken by the Operating
Committee by telephone conference, by meeting in person, by written action in
lieu of a meeting or in such other manner approved by all Members.  Section 6.3  Loan
Policies.  The Company expressly
adopts the Loan Policies effective on the Closing Date as provided to the
Company by Wells Fargo.  Any updates to
the Loan Policies issued by Wells Fargo shall automatically be adopted by the
Company unless the Operating Committee expressly decides not to adopt a
particular policy.  Any employee who
violates the Loan Policies shall be subject to termination unless the Operating
Committee expressly decides not to terminate the employee.  Section 6.4  Major
Decisions.  No act shall be taken or
funds expended or obligation incurred by the Company, any individual on the
Operating Committee, or the Managing Officer with respect to a matter within
the scope of any of the major decisions (Major Decisions) affecting the
Company, as defined below, unless such Major Decision has been approved by the
Operating Committee.  A decision shall
be a Major Decision if it satisfies one of the following:  (a)  Decisions relating to the selection,
evaluation, retention and compensation of the Managing Officer or any other
executive officers of the Company as may be appointed by the Operating
Committee;  (b)  Decisions regarding new business ventures
and material deviations by the Company from the Loan Policies in effect from
time to time;  6 
   (c)  Decisions relating to the hiring policy,
compensation, terms of employment or termination of non-clerical or non-support
staff employees of the Company;  (d)  Decisions relating to matters involving
transactions, expenditures, commitments or other contractual obligations (or
groups of similar transactions or such other events) in an amount in excess of [Confidential
Treatment Requested] except transactions to originate, fund and sell
residential real estate mortgage loans that are in the day-to-day course of the
Companys business;  (e)  Decisions relating to obtaining any
financing for the Company pursuant to Section 8.8;  (f)  Decisions relating to the terms, conditions,
limits and deductibles of any risk financing program in addition to the program
provided by Wells Fargo or its Affiliate pursuant to the Service Agreement
referenced under Section 6.9;  (g)  Decisions related to establishing or
maintaining cash, cash equivalents or reserves for the Company;  (h)  Decisions relating to amendment or
termination of the Service Agreement referenced under Section 6.9 and obtaining
a substitute service provider upon termination of such Service Agreements; and  (i)  Any other decision or action referred to the
Operating Committee by an individual on the Operating Committee which by any
provision of this Agreement or by law is required to be approved by the
Operating Committee.  Section 6.5  Managing
Officer. The Managing Officer shall be responsible for the implementation
of the decisions of the Operating Committee and for conducting the ordinary and
usual day-to-day business and affairs of the Company, as limited by this
Agreement.  The Managing Officer of the
Company, shall in good faith use his or her best efforts to implement or cause
to be implemented all Major Decisions approved by the Operating Committee and
to conduct or cause to be conducted the ordinary and usual business of the
Company in accordance with and subject to the direction of the Operating
Committee and the Loan Policies and in accordance with the business plan and
current Budget approved by the Members. 
The Managing Officer may, except as otherwise determined by the
Operating Committee, delegate in writing to other officers, employees or agents
of the Company matters for which the Managing Officer may be responsible in
accordance with this section, but the Managing Officer shall continue to be
responsible for such matters. The initial and successor managing officers are
listed on the Schedule of Initial and Successor Managing Officers.  Section 6.6  FHA
Matters.  Section 6.6 shall be
limited in application solely to any and all matters involving the Federal
Housing Administration (FHA) of the United States Department of Housing and
Urban Development and FHA-insured loans. 
In the event of any conflict between the provisions set forth in this
Section and any other provision of this Agreement, the provisions set forth in
this Section will take precedence over all other provisions of this Agreement
with respect to all FHA matters.  The
Managing Officer is designated to deal exclusively with FHA in all aspects of
the FHA mortgage insurance program, including, without limitation, the making
of applications for mortgage insurance claims and collecting the benefits of
mortgage insurance for the Company.  The
Managing Officer is hereby appointed as the managing agent (the Managing
Agent) of the Company with respect to FHA matters.  The Operating Committee may choose a person other than the
Managing Officer as Managing  7 
   Agent on the condition that there will at any time be
one and only one Managing Agent with which FHA deals exclusively.  Any such substitute person shall have the
rights and responsibilities of the Managing Officer as Managing Agent under
this Section.  If (a) the Managing Agent
resigns or (b) another Managing Agent is appointed, FHA will be immediately
advised of such event and, if applicable, the name of the new Managing
Agent.  The Company shall inform FHA of
any amendment to this Agreement it intends to make that could affect the
Companys dealings with FHA and FHA-insured mortgages.  Upon dissolution of the Company, any
FHA-insured mortgages owned or serviced by the Company may only be transferred
to another FHA-approved mortgage lender.  Section 6.7  Office
Space.  The Members shall lease to
the Company in each of their offices as determined by the Operating Committee,
space from which the Company will conduct the business of the Company.  Such space shall be separately identified
and segregated in a manner required by all applicable laws and
regulations.  Rental rates charged to
the Company by a Member shall be set at rates that reflect actual market rates
for comparable space in the area in which each office used by the Company is
located.  The foregoing lease
arrangements, which shall terminate automatically upon the dissolution of the
Company subject to an additional period as necessary to wind down the business
of the Company, shall be set forth in separate written lease agreements to be
agreed upon and executed between the lessor Member and the Company.  Section 6.8  Computer
Network.  If the Company will
process its own loans or otherwise needs access to a loan origination system,
Wells Fargo, or one of its Affiliates, shall lease to the Company (and the
Company shall be required to utilize), the computer software and computer
network used by Retail Offices to conduct a residential mortgage business.  The terms and conditions of these lease arrangements,
which shall terminate automatically upon any dissolution of the Company subject
to an additional period as necessary to wind down the business of the Company,
shall be set forth in a separate written lease agreement to be agreed upon and
executed by the Wells Fargo or its Affiliate and the Company (attached as
Exhibit 1).  Terms of the lease
agreement shall be set at rates that reflect actual rates charged Retail
Offices for Wells Fargos internal reporting purposes for similar software and
network access as adjusted from time to time.  Section 6.9  Service
Agreement.  Wells Fargo, or its
Affiliate, shall provide to the Company, certain services required by the
Company in conducting a residential mortgage lending business, as set forth in
the Service Agreement (attached as Exhibit 2) to be executed between Wells
Fargo and the Company.  Section 6.10  Loan
Sales.  The Company shall provide
residential mortgage loan financing to its customers.  Wells Fargo, or one of its Affiliates, shall purchase mortgage
loans if offered by the Company in accordance with the terms of a separate
written Loan Purchase Agreement (attached as Exhibit 3) to be executed by Wells
Fargo or one of its Affiliates, and the Company.  The Company shall sell at least [Confidential Treatment Requested]
of its annual loan production to investors other than Wells Fargo.  Section 6.11  Credit
Agreement.  The Company shall fund
its loans through a warehouse line of credit provided by Wells Fargo (attached
as Exhibit 4) or such other source as determined by the Operating Committee.  8 
   ARTICLE VII Other Rights, Liabilities
and Obligations of Members  Section 7.1  Liability of
Members.  No Member shall be
personally liable for the expenses, liabilities, debts, or obligations of the
Company except as specifically set forth in this Agreement or as provided in
the Act.  Section 7.2  Other Provisions
Applicable to Members.  Except as
otherwise specifically provided in this Agreement, no Member shall have the
right to withdraw or retire from, or reduce its contribution to the capital of,
the Company.  No Member shall have the
right to demand or receive property other than cash in return for its Capital
Contribution.  No Member shall have
priority over any other Member either as to the return of its Capital
Contribution or as to profits or distributions except as specifically set forth
in this Agreement.  ARTICLE VIII Accounting and Fiscal
Matters  Section 8.1  Maintenance of
and Access to Records.  Wells Fargo
or its Affiliate on behalf of the Company shall keep complete and accurate
books of account and records relative to the Companys business based on
information submitted to it by the Company. 
The accrual method of accounting shall be used by the Company for
financial and income tax purposes.  The
Companys books and records shall at all times be maintained at the principal
business office of Wells Fargo, or the Accountants, or such other place agreed
upon by the Members, and shall be available for inspection by each of the
Members or their duly authorized representatives during reasonable business
hours.  The fiscal year of the Company
shall end on December 31 of each year or such other date as determined by the
Operating Committee and allowed by the Code. Wells Fargo shall cause to be
prepared financial statements in accordance with the Service Agreement attached
as Exhibit 2.  Section 8.2  Bank
Accounts.  Wells Fargo shall deposit
all of the funds of the Company into one or more bank accounts for the
Company.  Unless otherwise required by
regulatory authority, each such account shall be established with an Affiliate
of Wells Fargo that holds deposits insured by the Federal Deposit Insurance
Corporation.  Wells Fargo shall
separately account for all funds of the Company.  The Company may withdraw its funds only to pay the Companys
debts, pay expenses or to be distributed to the Members or as directed by the
Operating Committee pursuant to this Agreement.  Section 8.3  Budget.  The Company shall prepare a preliminary
annual Budget for the first partial fiscal year of the Company.  At least thirty (30) days prior to the end
of each fiscal year of the Company, the Managing Officer will develop and
deliver to the Operating Committee for its review and approval a Budget for the
Company for the next fiscal year.  As
set forth in Section 6.4(d), approval of the Budget shall be a Major Decision.  Section 8.4  Company Tax
Returns.  Wells Fargo, its
Affiliate, or such other person agreed upon by the Members, shall, for each
fiscal year, cause to be prepared and filed on behalf of the Company such
federal, state and city tax returns as may be required by law, and in
connection therewith, shall make any elections deemed advisable; provided,
however, the Company shall be given prior written notice thereof.  Copies of such tax returns shall be
delivered to each Member within 10 days after each such filing.  The Companys federal and state income tax
returns shall be approved by the Operating Committee in advance of filing.  Section 8.5  Tax
Audits.  Wells Fargo or its
Affiliate is hereby designated to manage administrative tax proceedings
conducted by the Internal Revenue Service or state tax authorities with respect
to the Company.  The taking of any
action or the failure to take any action in connection with any such
proceeding, except to the extent required by law, is a matter  9 
   for Wells Fargo, subject to the direction of the
Operating Committee.  Wells Fargo shall
give prompt written notice to the Members of any such administrative
proceeding.  Any Member has the right to
participate in such administrative proceedings relating to the determination of
tax items at the Company level. 
Expenses of such administrative proceedings undertaken by Wells Fargo
will be paid for out of the assets of the Company.  If any Member elects to participate in such proceedings, the
Member will be responsible for its expenses incurred in connection with such
participation.  Further, the cost of any
adjustments to a Member and the cost of any resulting audits or adjustments of
a Members tax return, will be borne solely by the affected Member.  Section 8.6  Internal
Audit.  The ongoing activities of
the Company shall be subject to regulatory audit by Wells Fargo Audit Services,
Inc. at no direct cost to the Company. 
Wells Fargo Audit Services, Inc. shall have no liability with respect to
the Company.  A copy of any regulatory
audit report prepared by Wells Fargo Audit Services, Inc. related to the
Company shall be provided to the Operating Committee.  Section 8.7  The
Accountants.  Any services provided
by the Accountants under this Agreement shall be an expense of the
Company.  The Accountants shall prepare
annual audited financial statements as set forth in Exhibit 2.  Section 8.8  [Confidential
Treatment Requested]  ARTICLE IX Limitations on
Dispositions of Members Interests  Section 9.1  Basic
Restrictions.  Except as otherwise
provided in this Article IX, no Member may sell, assign, give, hypothecate,
pledge, transfer, bequeath, or otherwise dispose of any or all of its Interest,
in whole or in part, voluntarily, involuntarily, by operation of law, or
otherwise, to any other person or entity.  Section 9.2  Representations
and Warranties.  Each Member hereby
represents and warrants to the Company and to the other Members that its
acquisition of its Interest is made as principal for its account for investment
purposes only and not with a view to the resale or distribution of such Interest.  Each Member agrees that it will not sell,
assign, give, hypothecate, pledge, transfer, bequeath, or otherwise dispose of
any or all of its Interest to any person or entity who or which does not
similarly represent and warrant and agree as provided in this Section 9.2.  Section 9.3  Disposition of
Interests.  The sale, assignment,
gift, hypothecation, pledge, transfer, or other disposition (Transfer) of
Interests by or in respect of a Member shall be subject to the following
conditions and restrictions in addition to any others which are provided for in
this Agreement:  (a)  No Member may Transfer any or all of its
Interest without the consent of all of the Members.  (b)  No Member may Transfer any or all of its
Interest if such Transfer would cause the termination of the Company for
Federal income tax purposes.  Any
purported Transfer which would cause the termination of the Company for Federal
income tax purposes shall be void ab  initio.  Counsel for the Company shall give to the
Company its opinion, at the expense of the Member seeking to effect such
Transfer, as to whether such Transfer would cause the termination of the
Company for Federal income tax purposes.  10 
   (c)  No Transfer of, or offer to Transfer, any
Interest may be made unless the Company shall have received, at the expense of
the Member seeking to effect such Transfer an opinion of counsel satisfactory
to the Members that such proposed Transfer (i) may be effected without
registration of the Interest under the Securities Act of 1933, as amended, and
(ii) would not be in violation of any applicable state securities or Blue Sky
law (including investment suitability standards).  Section 9.4  Admission of
Transferee as Additional or Substitute Member.  Any person to whom any Interest or portion thereof is Transferred
(Transferee) shall be entitled to be admitted as a Member hereunder and to
have all of the rights herein conferred upon a Member only if  (a)  such transferees admission as a Member will
not violate, nor cause the Company to violate, any applicable laws, rules, or
regulations, including federal and state securities laws, and either such
transferee shall have delivered an opinion of counsel satisfactory to the
Members, or counsel for the Company shall have delivered an opinion, to such
effect;  (b)  the consent of all of the Members shall have
been given, which consent may be evidenced by the execution by all of the
Members of a Certificate evidencing the admission of such transferee as a
Member;  (c)  the transferee shall have accepted and
agreed to be bound by the terms and provisions of this Agreement by executing a
counterpart thereof and such other documents or instruments as the Members may
require in order to effect the admission of such transferee as a Member;  (d)  such transferee qualifies and becomes a
Member within the meaning of the Act by the procedures set forth in the Act;  (e)  such transferee shall have delivered to the
Members a letter containing a representation and an agreement in the form set
forth in Section 9.2 of this Agreement;  (f)  if the transferee is not an individual, the
transferee shall have provided the Members with evidence satisfactory to
counsel for the Company of its authority to become a Member under the terms and
provisions of this Agreement;  (g)  such transferee pays to the Company a sum
which is sufficient to cover all expenses (including legal fees) connected with
the admission of the transferee as a Member pursuant to this Agreement and the
Act, including without limitation the cost of any opinion of counsel referred
to above.  Section 9.5  Execution of
Documents, Etc.  Each Member hereby
consents to the execution and recordation on its behalf by the Company of any
amendment hereto required for the purpose of admitting as a Member the
transferee of any or all of the Interest of a Member in the Company in this
Article IX and to the execution and recordation on its behalf of any other
instruments required in connection therewith, and the Company is hereby granted
the right to admit any such transferee upon all of the terms set forth
above.  In addition, each Member agrees
to execute at the request of the Company any and all documents required to be
executed by such Member to effect the admission as a Member of the transferee
of any or all of the Interest of a Member in the Company pursuant to this
Article IX.  11 
   Section 9.6  Filings By
Company.  The Company shall
cooperate with any transferee seeking to become a Member by preparing the
documentation required by this Article IX and making all official filings and
publications.  Section 9.7  Pledges.  No Member shall mortgage, pledge, or
otherwise encumber all or any part of such Members Interest in the Company at
any time.  Section 9.8  No Withdrawal
Rights Prior to Dissolution.  Prior
to the dissolution of the Company, no Member may withdraw from the Company or
receive any return of capital or other distribution of Company assets in
respect of any withdrawal or attempted withdrawal.  ARTICLE X Amendment of Agreement  Section 10.1  Amendment.  Any amendment or supplement to this
Agreement shall only be effective if in writing and if the same shall be
consented to by all of the Members.  Section 10.2  Procedure for
Amendment.  Any Member may propose
an amendment or supplement to this Agreement, and any such amendment or
supplement may be proposed by mailing to all of the Members a written request
for consent to such amendment or supplement, accompanied by the text of the
proposed amendment or supplement, and a written statement of the reasons for
such proposal.  A Member shall be deemed
to have voted its Interest in consent to any amendment or supplement hereto if
such Member does not respond in writing, sent to all Members, to such written
request for consent within thirty days from the date of mailing of the same to
such Member.  ARTICLE XI Dissolution  Section 11.1  No
Dissolution.  The Company shall not
be dissolved by the admission of additional or substitute Members in accordance
with the terms of this Agreement or by the death, retirement, resignation,
expulsion, bankruptcy or dissolution of a Member or the occurrence of any other
event under the Act that terminates the continued membership of a Member in the
Company except as expressly provided in the Agreement.  Section 11.2  Term.  The Company shall be in effect for a term
beginning on the date the Certificate of Formation of the Company is filed with
the Delaware Secretary of State in accordance with the provisions of the Act
and shall continue for a minimum of ten (10) years unless sooner dissolved and
liquidated in accordance with the provisions of this Article.  Section 11.3  [Confidential
Treatment Requested]  Section 11.4  Bankruptcy.  If:  (a)  any Member shall file a voluntary petition
in bankruptcy, or shall be adjudicated a bankrupt or insolvent, or shall file
any petition or answer seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief for itself under the
present or any future Federal Bankruptcy Act, or any other present or future
applicable Federal, state or other statute or law relative to bankruptcy,
insolvency, or other relief for debtors, or shall seek or consent to or acquiesce
in the appointment of any trustee, receiver, conservator or liquidator of said
Member or of all or any substantial part of its properties or its interest in
the Company (the term acquiesce includes, but is not limited to, the failure
to file a  12 
   petition or motion to vacate or discharge any order,
judgment or decree providing for such appointment within ten (10) days after
the appointment); or   (b)  a court of competent jurisdiction shall
enter an order, judgment or decree approving a petition filed against any
Member seeking any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under the present or any future
Federal Bankruptcy Act, or any other present or future applicable Federal,
state or other statute or law relative to bankruptcy, insolvency, or other
relief for debtors, and said Member shall acquiesce in the entry of such order
judgment or decree (the term acquiesce includes, but is not limited to, the
failure to file a petition or motion to vacate or discharge any order, judgment
or decree within ten (10) days after the entry of the order, judgment or
decree), or such order, judgment or decree shall remain unvacated and unstayed
for an aggregate of ninety (90) days (whether or not consecutive from the date
of entry thereof), or any trustee, receiver, conservator or liquidator of said
Member or of all or any substantial part of its property or its interest in the
Company shall be appointed without the consent or acquiescence of said Member
and such appointment shall remain unvacated and unstayed for an aggregate of
sixty (60) days (whether or not consecutive); or  (c)  any Member shall give notice to any
governmental body of insolvency or pending insolvency, or suspension or pending
suspension of operations.  then, and in any such event such Member shall be
deemed, as of the date of occurrence of the respective event, to be the
Electing Member for purposes of Section 11.8.  The filing date of the 
bankruptcy petition shall be the Section 11.4 Termination Date and the
Company shall be liquidated in accordance with Section 11.7.  Section 11.5  Automatic Termination.  (a)  In the
event:  (1)  any
Member, or its Affiliate, is prohibited by a change of law or regulation or an
administrative action or judicial decree subsequent to this Agreement
(including the application or interpretation of the change of law or regulation
or the subsequent administrative action or judicial decree by opinion of counsel)
from participating in the Company substantially upon the material terms and
conditions of this Agreement and the prohibition cannot be corrected by
amendment of the Agreement to put the Members in substantially the same
financial position as prior to the prohibition; or  (2)  [Confidential Treatment Requested]  (b)  [Confidential Treatment Requested]  In order for Community Member to elect to
withdraw pursuant to this Section 11.5(b), Community Member must [Confidential
Treatment Requested].  In the
event that Community Member elects to withdraw pursuant to this Section
11.5(b), no Member shall be deemed an Electing Member, [Confidential Treatment Requested].  (c)  [Confidential Treatment Requested]  In order to withdraw pursuant to this
Section 11.5(c), the Member not subject [Confidential Treatment Requested].  In the event the Member not subject [Confidential
Treatment Requested], no Member shall be deemed an Electing
Member, the expiration of the thirty day notice period shall be the termination
date  13 
   (Section 11.5(c) Termination Date), and the Company shall be
liquidated pursuant to Section 11.7.  Section 11.6  Default.  (a)  If any Member fails to perform any of its
obligations set forth in this Agreement, any other Member (Non-defaulting
Member) shall have the right within 30 days of the date of the default to give
the defaulting party (Defaulting Member) a written notice of the default
(Notice of Default).  The Notice of
Default shall set forth in detail the obligation(s) that the Defaulting Member
has not performed.  (b)  If, within a 15-day period following receipt
of the Notice of Default, the Defaulting Member cures such default, it shall be
deemed that the Notice of Default was not given and the Defaulting Member shall
lose no rights hereunder.  If, within
such 15-day period, the Defaulting Member does not cure such default, the
Non-Defaulting Member hereunder shall have the right within 30 days of the
expiration of the 15 day cure period to terminate this Company by giving the
Defaulting Member written notice thereof Termination Notice).  The Company shall terminate on the date of
the Termination Notice (Section 11.6(b) Termination Date).  The remedy of the Non-Defaulting Member
shall be limited to the damages provisions provided for under Section 11.8.  (c)  If a Defaulting Member disputes the basis
set forth in the Notice of Default, the Defaulting Member must file for
arbitration pursuant to Section 13.9 below within thirty (30) days of the
Section 11.6 (b) Termination Date.  If
it is ultimately determined by the arbitrator that the Defaulting Member was
not in default as specified in the Notice of Default, then the NonDefaulting
Member shall be deemed an Electing Member under Section 11.8.  The Company shall be deemed to have
terminated on the date of the Termination Notice (Section 11.6(c) Termination
Date).  The Company shall be liquidated
pursuant to Section 11.7.  The remedy of
the Non-Electing Member shall be limited to the damages provisions provided for
under Section 11.8.  Section 11.7  Liquidation.  (a)  In the event the Company is terminated, the
Company shall be liquidated as described below.  Upon the earlier of a Section 11.3 Termination Date, a Section
11.4 Termination Date, a Section 11.5(a) Termination Date, a Section 11.5(b)
Termination Date, a Section 11.5(c) Termination Date, a Section 11.6(b)
Termination Date, or a Section 11.6(c) Termination Date:  (1)  the Company shall not take any additional
loan applications;  (2)  [Confidential Treatment Requested];  (3)  [Confidential Treatment Requested];  (4)  any restrictions on the activities of the
Members contained in this Agreement shall cease unless the restriction
specifically provides that it shall continue after termination; and  (5)  the Accountants or other third party
mutually agreed to between the Members shall be retained to handle the
liquidation consistent with the provisions of this Agreement.  14 
   (b)  The assets of the Company shall be paid or
distributed in the following order of priority, unless otherwise required by
applicable law:  (1)  To pay (or make provision for the payment
of) all creditors of the Company, including the Members, in the order of
priority provided by law; and  (2)  To distribute to the Members in accordance
with (or in direct proportion to if less than) their respective Units, as
adjusted for item (1) above and all Company operations up to and including such
liquidation.  [Confidential
Treatment Requested]  Section 11.8  Liquidated
Damages.  (a)  It is understood that in the course of
operation of the Company, the Members will contribute to the Company
significant funds, resources and knowledge, including information, techniques,
processes and business clientele, the value of which cannot be calculated.  As a material inducement to enter into this
Agreement and to develop and disclose such information, the Members agree to
the liquidated damages provisions set forth in this Section 11.8. [Confidential
Treatment Requested]  (1)  [Confidential Treatment Requested]  (2)  [Confidential Treatment Requested].  (b)  [Confidential Treatment Requested]  ARTICLE XII Representations and
Warranties; Closing Requirements  Section 12.1  Member
Representations and Warranties. Community Member represents and warrants as
of the Closing Date that:  (a)  Community Member is a corporation duly
organized, validly existing and in good standing under the laws of the State of
North Dakota and has all requisite power and authority and licenses to own or
lease its property and to carry on its business as it is now being
conducted.  The execution, delivery and
performance of this Agreement by Community Member have been duly authorized by
all proper action on the part of Community Member, and are within its powers
and will not conflict with or be in violation of Community Members
organizational documents.  This
Agreement constitutes the legal, valid and binding obligation of Community
Member, enforceable against Community Member in accordance with its terms.  (b)  The performance of this Agreement by
Community Member will not violate or result in a breach of, constitute a
default under, give rise to any right of acceleration or termination under any
law or any contract, agreement, note, bond, license, indenture, mortgage, lease
agreement or other instrument or obligation to which Community Member is a
party or by which it is bound or affected or violate any rule or regulation of
any administrative agency, or order, writ, injunction, judgment or decree of
any court, administrative agency or governmental body applicable to it.  15 
   (c)  Community Member has obtained and kept in
force all material governmental licenses and permits necessary to conduct its
business as it is now being conducted.  (d)  The balance sheet of Community Member or its
affiliate group provided to Wells Fargo Member and the related statements of
earnings, stockholders equity and changes in financial position for the year
provided, with notes thereto, reported upon or reviewed by independent
certified public accountants, present fairly the financial position of
Community Member or its affiliate group as of the date thereof and the results
of operations, stockholders equity and changes in financial position thereof
for the year then ended, in accordance with GAAP applied on a consistent basis
throughout such period.  (e)  Except as has been disclosed in writing to
Wells Fargo Member, Community Member is not a party to any pending or, to the
best knowledge of Community Member, threatened, claim, action suit,
investigation or proceeding, nor is subject to any order, judgment or decree
which may have a materially adverse effect on the Community Members assets or
business as currently conducted.  (f)  There are no claims for brokerage or other
commissions or finders or other similar fees in connection with the
transactions covered by this Agreement insofar as such claims shall be based on
arrangements or agreements made by or on behalf of Community Member, and
Community Member hereby agrees to indemnify and hold harmless Wells Fargo
Member from and against all liabilities, costs, damages and expenses from any
such claim.  Section 12.2  Wells Fargo
Member Representations and Warranties. 
Wells Fargo Member represents and warrants as of the Closing Date that:  (a)  Wells Fargo Member is a limited liability
company, duly organized, validly existing and in good standing under the laws
of the State of Delaware and has all requisite corporate power and authority
and licenses to own or lease its property and to carry on its business as it is
now being conducted.  The execution,
delivery and performance of this Agreement by Wells Fargo Member have been duly
authorized by all proper action on the part of Wells Fargo Member, and are
within its powers and will not conflict with, result in the breach or violation
of, constitute a default under, give rise to any right of acceleration or
termination under Wells Fargo Members organizational documents or any
indenture, mortgage, lease agreement, contract, order, injunction, judgment,
decree or other instrument, rule or regulation to which Wells Fargo Member is a
party or by which Wells Fargo Member is bound. 
This Agreement constitutes the legal, valid and binding obligation of
Wells Fargo Member, enforceable against Wells Fargo Member in accordance with
its terms.  (b)  The performance of this Agreement by Wells
Fargo Member will not violate or result in a breach of any law or any contract,
agreement, note, bond, license or other instrument or obligation to which Wells
Fargo Member is a party or by which it is bound or affected or violate any rule
or regulation of any administrative agency, or order, writ, injunction or
decree of any court, administrative agency or governmental body applicable to
it.  (c)  Wells Fargo Member has obtained and kept in
force all material governmental licenses and permits necessary to conduct its
business as it is now being conducted.  (d)  The balance sheet of Wells Fargo Member or
its affiliate group provided to Community Member and the related statements of
earnings, stockholders equity and changes in financial position for the year
provided, with notes thereto, reported upon or reviewed by independent
certified public accountants, present fairly the financial position of Wells
Fargo  16 
   Member or its affiliate group as of the date thereof and the results of
operations, stockholders equity and changes in financial position thereof for
the year then ended, in accordance with GAAP applied on a consistent basis
throughout such period.  (e)  Except as has been disclosed in writing to
Community Member, Wells Fargo Member is not a party to any pending or, to the
best knowledge of Wells Fargo Member, threatened, claim, action suit,
investigation or proceeding, nor is subject to any order, judgment or decree
which may have a materially adverse effect on the Wells Fargo Members assets
or business as currently conducted.  (f)  There are no claims for brokerage or other
commissions or finders or other similar fees in connection with the
transactions covered by this Agreement insofar as such claims shall be based on
arrangements or agreements made by or on behalf of Wells Fargo Member, and
Wells Fargo Member hereby agrees to indemnify and hold harmless Community
Member from and against all liabilities, costs, damages and expenses from any
such claim.  Section 12.3  Closing
Requirements.  On the Closing Date,
the Members shall each deliver to the other the following:  (a)  a certified copy of an authorization to
enter into this Agreement by the appropriate authority of the other party.  (b)  a certificate, dated as of the Closing Date,
signed by the president or any vice president 
and by the Secretary of the other party as to the matters set forth in
Section 12.1 or 12.2 respectively.  (c)  an opinion of counsel, dated as of the
Closing Date, in form and substance satisfactory to counsel for such party, to
the effect that:  (1)  The other party is a corporation or limited
liability company, duly organized, validly existing and in good standing under
the laws of its state of incorporation or organization and has the power and
authority to own and operate its properties and to carry on its business as now
being conducted.  (2)  The other party has the requisite power and
authority to execute, deliver and perform this Agreement and to consummate the
transactions contemplated by this Agreement; all necessary action required to
be taken under the other Members organizational documents has been taken to
authorize and approve this Agreement and the transactions contemplated hereby;
and this Agreement has been duly executed and delivered.  (3)  The execution, delivery and performance of
this Agreement by the other party and consummation by the other party of the
transactions contemplated by this Agreement will not result in a breach or
violation of, or constitute a default under, the organizational documents of
the other party or any judgment, decree, order, governmental permit or license,
agreement, trust agreement, indenture or instrument actually known to such
counsel to which the other is a party or by which it is bound, the breach or
violation of which would have a material adverse effect on the other party;  (4)  To the best of such counsels knowledge
without independent investigation, there is no legal action or governmental
proceeding or investigation pending or threatened against or affecting the other
party or which prevents the other party from  17 
   entering into or
being bound by this Agreement or prevents the other party from consummating the
transactions contemplated by this Agreement or which questions the validity of
this Agreement or the transactions contemplated by this Agreement and there is
no bankruptcy or other insolvency proceeding pending against or affecting the
other party.  ARTICLE XIII Miscellaneous Provisions  Section 13.1  Notices.  Notices, requests, reports, payments, calls
or other communications required to be given or made to any Member hereunder
shall be in writing and shall be deemed to be given or made when properly
addressed and delivered.  Delivery may
be by registered or certified mail, postage prepaid, or by overnight courier to
such Member at such Members last known address.  Addresses shown on the Schedule of Capital Contributions for each
Member shall be considered the last known address of such Member unless and
until the Company is otherwise notified by such Member in the manner set forth
in this Section 13.1.  Section 13.2  Nature of
Interest of Members.  The Interest
of each Member in the Company is personal property.  Section 13.3  Applicable Law.  Notwithstanding the place where this
Agreement may be executed by any of the parties hereto, this Agreement, the
rights and obligations of the parties hereto, and any claims and disputes
relating thereto, shall be subject to and governed by the Act and the other
laws of the State of Delaware as applied to agreements among Delaware residents
to be entered into and performed entirely within the State of Delaware, and
such laws shall govern the limited liability company aspects of this Agreement.  Section 13.4  Execution in Counterparts.  This Agreement may be executed in one or
more counterparts with the effect as if the parties executing the several
counterparts had all executed one counterpart, but in such event each such
counterpart shall constitute an original and all of such counterparts shall
constitute one and the same agreement.  Section 13.5  Successors in
Interest.  Each and all of the
covenants, agreements, terms, and provisions of this Agreement shall be binding
upon and inure to the benefit of each of the Members and, to the extent
permitted by this Agreement, their respective heirs, executors, administrators,
personal representatives, successors and assigns.  Section 13.6  Severability.  Any provision of this Agreement which is
invalid, illegal, or unenforceable in any respect in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such invalidity,
illegality, or unenforceability without in any way affecting the validity,
legality, or enforceability of the remaining provisions hereof, and any such
invalidity, illegality, or unenforceability in any jurisdiction shall not
invalidate or in any way affect the validity, legality, or enforceability of
such provisions in any other jurisdiction.  Section 13.7  Headings.  The headings in this Agreement are inserted
for convenience and identification only and are in no way intended to describe,
interpret, define or limit the scope, extent or intent of this Agreement or any
provision hereof.  Section 13.8  Waiver of Right
to Partition.  Each of the Members
irrevocably waives during the term of the Company any right that such Member
may have to maintain any action for partition with respect to the property and
assets of the Company.  18 
   Section 13.9  Arbitration.  (a)  The Members agree to take all reasonable
steps to resolve disputes between them without resorting to arbitration.  The Members agree to submit to binding
arbitration any and all claims, disputes and controversies between or among
them which cannot be resolved without arbitration, whether in tort, contract or
otherwise (and their respective employees, officers, directors, attorneys, and
other agents) arising out of or relating in any way to this Agreement, any
related ancillary documents and their negotiation, execution, administration,
modification, extension, substitution, formation, inducement, enforcement,
default or termination.  However, Core
proceedings under the United States Bankruptcy Code shall be exempted from
arbitration.  Should the need arise for
such arbitration, the Members agree that the determination of the arbitrator
shall be final and shall not be capable of being appealed to any other court or
form of resolution.  Notwithstanding
this prohibition, the Members do agree that the decision of any arbitrator
shall be capable of being enforced through an action filed in the appropriate
court having jurisdiction.  (b)  Arbitration under this Agreement shall be
governed by the Federal Arbitration Act (Title 9 of the U.S. Code), and shall
be conducted in accordance with the Commercial Arbitration Rules of the
American Arbitration Association (AAA). 
When the need for selection of an arbitrator shall arise, the Members
shall request AAA to supply them with a list of no less than seven (7)
arbitrators having no less than five (5) years experience in arbitrating
complex business arrangements.  Upon
receipt of that list of potential arbitrators, each Member shall communicate
within 7 days to AAA four (4) arbitrators from the list they would agree to use
or their right to participate in the selection of the arbitrator shall be
forfeited.  As soon as AAA receives the
selections from both Members, AAA shall review the selected arbitrators and
appoint one of those arbitrators whose name appears on both Members lists of
acceptable arbitrators.  AAA shall have
the discretion to select the arbitrator from those arbitrators approved by both
Members based upon availability and experience and AAAs selection shall be
final.  The arbitrator shall give effect
to statutes of limitation in determining any claim.  Any controversy concerning whether an issue is arbitrable shall
be determined by the arbitrator. Each Member shall each pay its own costs and
expenses of the arbitration proceeding and the cost of the arbitrator shall be
divided equally between the Members.  Section 13.10 Confidentiality.  (a)  The parties agree that the terms of this
Agreement shall be maintained in confidence, and shall not be disclosed to any
third party, except (i) as is required by law, (ii) pursuant to court order
during the course of litigation after notice to the other Member, (iii) for
internal communications purposes, (iv) as necessary for tax, accounting, and
other regulatory purposes and, (v) as necessary or desirable to facilitate
procurement of insurance protection. 
This clause shall not restrict the release of financial statements of
the Company by either party to any third party for regulatory requirements.  (b)  Community Member will hold in confidence all
documents and information concerning Wells Fargo Member and its Affiliates
furnished to it and its representatives in connection with this Agreement.  Community Member will not release or
disclose such information to any other person, except as required by law or in
connection with any proceedings to enforce or construe this Agreement and
except its advisers in connection with this Agreement, with the same
undertaking from such advisers.  If the
Company shall not commence operation, such confidence shall be maintained and
such information shall not be used in competition with Wells Fargo Member,
unless Community Member can show that that such information was previously
known to Community Member, in the public domain, or later  19 
   acquired from other legitimate sources.  Upon request, all such documents and any
copies thereof and extracts therefrom shall immediately thereafter be returned
to Wells Fargo Member.  Upon termination
of this Agreement, all confidential documents and information shall be returned
upon completion of the liquidation of the Company.  (c)  Wells Fargo Member will hold in confidence
all documents and information concerning Community Member and its Affiliates
furnished to it and its representatives in connection with this Agreement.  Wells Fargo Member will not release or
disclose such information to any other person, except as required by law or in
connection with any proceedings to enforce or construe this Agreement and
except its advisers in connection with this Agreement, with the same
undertaking from such advisers.  If the
Company shall not commence operation, such confidence shall be maintained and
such information shall not be used in competition with Community Member, unless
Wells Fargo Member can show that that such information was previously known to
Wells Fargo Member, in the public domain, or later acquired from other
legitimate sources.  Upon request, all
such documents and any copies thereof and extracts therefrom shall immediately
thereafter be returned to Community Member. 
Upon termination of this Agreement, all confidential documents and
information shall be returned upon completion of the liquidation of the
Company.  Section 13.11  Publicity.  The Members shall consult with each other as
to the form and substance of any proposed press release or other proposed
public disclosure of matters related to this Agreement or any of the
transactions contemplated hereby.  Section 13.12  Survival.  The provisions of Sections 13.9 and 13.10
shall continue to bind the Members should either withdraw from or otherwise
leave the Company and shall survive any termination of this Agreement.  IN WITNESS WHEREOF, the Members hereto have executed and delivered this
Agreement of Limited Liability Company the day and year first above written.   WELLS FARGO VENTURES,
  LLC
  
  COMMUNITY FIRST HOME
  MORTGAGE, INC.By:
  
  
  
  By:Printed Name:
  
  
  
  Printed Name:Title:
  
  
  
  Title:  20 
   SCHEDULE OF CAPITAL
CONTRIBUTIONS  Name &
  Address
  
  Amount of
  Capital Contribution
  
  UnitsWells Fargo
  Ventures, LLC
  
  $
  125,000
  
  501 Home Campus,
  X2406-011Des Moines, IA
  50328-0001Community First
  Home Mortgage, Inc.
  
  $
  125,000
  
  50520 Main AvenueFargo, ND
  58124-0001
  21 
   SCHEDULE OF INITIAL AND
SUCESSOR MANAGING OFFICERS  22 
   Exhibit 1  COMPUTER
ACCESS AGREEMENT  This Computer Access Agreement (Agreement) is entered into effective
November 1, 2001 (the Effective Date) by and between Community First
Mortgage, LLC  (Company) and Wells
Fargo Home Mortgage, Inc. (WFHM).  RECITALS  WHEREAS, WFHM is willing to offer and provide Company with access to
its residential mortgage origination computer system in operation from time to
time, including the programs necessary for its operation (the System) subject
to the terms and limitations of this Agreement.  NOW, therefore, in consideration of the covenants contained herein,
WFHM and Company agree as follows:  1.             WFHM
Responsibilities. WFHM shall provide Company access to the System under the
same terms and conditions which WFHM gives its loan production offices (Retail
Franchisees) access.  The System will
be available to Company during the same hours as it is available to Retail
Franchisees in the Companys market area. 
In the event of any System outage, the Companys access shall be
restored on the same basis as the Retail Franchisees in the Companys
marketplace.  Access shall consist of
allowing the Company to:  (a)prequalify applicants; (b)register residential mortgage loan
applications (Applications) under WFHMs various loan programs in effect from
time to time; (c)price protect interest rates on
registered Applications according to WFHMs price protection guidelines; (d)           process registered Applications; (e)prepare documents required to close
Applications which have been approved by WFHMs underwriting department; and (f)approve funding of closed Applications
for which WFHM has provided price protection.  2.             Ownership.  The System is proprietary to WFHM.  Company shall not sell, transfer, publish,
disclose, display, or otherwise make access to the System or information
regarding the System available to any third parties without the express written
consent of WFHM other than disclosure or display through the normal course of
the mortgage origination business. 
Company agrees to secure and protect the System in a manner consistent
with WFHMs rights therein and to take appropriate action by instruction or
agreement with its employees or consultants who are permitted access to the
System to satisfy its obligations hereunder. 
Upon termination of this Agreement, all information regarding the
System, including all manuals, shall be returned to WFHM.  Violation of any provision of this section
shall be basis for immediate termination of this Agreement.  3.Fees And Taxes.  3.1           Fees.  For each Company office location provided
with access to the System pursuant to this Agreement, the Company shall pay
WFHM a fee of [Confidential Treatment Requested] per month.  The fee due under this Agreement shall be
adjusted by the amount of any adjustment by WFHM applicable for Retail Franchisees
for internal accounting purposes.  All
fees due under this Agreement shall be paid on the last day of the   23 
   month during which the fees accrue.  This monthly fee includes all costs of
maintaining the System.  3.2           Taxes.  Where applicable, Company shall be
responsible for payment of any applicable taxes, however designated, exclusive
of taxes based on the net income.  4.             Term.  Except as otherwise provided herein, this
Agreement shall commence on the Effective Date and remain in effect until the
agreement which established Company (Joint Company Agreement) is terminated
including any period necessary to wind down the affairs of the Company.  5.             Confidentiality.
WFHM acknowledges that during the term of this Agreement, WFHM will be required
to access certain information relating to the Companys customers prior to
purchase of the customers closed loans (Information). WFHM recognizes that
such Information is of a confidential and proprietary nature to the Company
until 30 days after WFHM purchases the closed loans except WFHM may use the
Information with respect to its own business in regard to the Loans.  Both parties agree to:  (1) use at least the  same degree of care to maintain the confidentiality
of the Information as it uses in maintaining the confidentiality of its own
confidential and proprietary information; (2) use the Information only for the
origination of residential mortgage loans through the Company; and (3) upon
termination of this Agreement, immediately cease using the Information, erase
the Information from storage in each computer system in which it has been
installed except where retention is required for regulatory purposes, maintain
in confidence all knowledge of the Information gained pursuant to the contract
and, either return or destroy all physical embodiments of the Information.  6.             Liability.  Each party shall be liable to the other
party for any loss or damage proximately caused by the gross negligence or
willful misconduct of its officers, employees or agents.  WFHM shall be
granted the same level of discretion in operating the System as it exercises in
regard to providing similar services to its Retail Franchisees.  7.             Inspection.  All documents and records produced by or
stored on the System under this Agreement shall be made available from time to
time to and at the reasonable request of (i) regulatory authorities having
jurisdiction over either of the parties, (ii) officers, employees and agents of
either party and (iii) WFHM & Companys auditors.  8.             Notices.  All notices and other communications in
connection with this Agreement to a party hereto shall be in writing and shall
be deemed to have been duly given when delivered by hand or when deposited in
the United States mail with first class postage prepaid or when delivered to
any nationally recognized overnight courier with delivery charges paid to such
party at its address set forth below, or to such other person or address as
such other party may specify by similar notice to the other party hereto:  If to WFHM:
  
  If to Company (Both Companies):Wells Fargo Home Mortgage, Inc.
  
  Wells Fargo Home Mortgage, Inc.
  
  Community First Home Mortgage, Inc.1 Home Campus, X2401-06T
  
  1 Home Campus, X2401-06T
  
  520 Main AvenueDes Moines, IA 50328-0001
  
  Des Moines, IA 50328-0001
  
  Fargo, ND 58124-0001Attn: 
  General Counsel
  
  Attn: 
  General Counsel
  
  Attn:  9.General  9.1           Applicable
Law.  This Agreement and performance
hereunder shall be governed by the laws of the State of Delaware.   24 
   9.2           Amendment,
Modification, or Waiver.  No
amendment, modification, or waiver of any condition, provision, or term of this
Agreement shall be valid or of any effect unless made in writing, signed by the
party or parties to be bound or its duly authorized representative and
specifying with particularity the extent and nature of such amendment,
modification, or waiver.  No waiver of
any term of condition set forth in this Agreement shall constitute a waiver of
any other term or condition; nor shall it affect or impair any right arising
from any subsequent default.  9.3           Assignment
and Delegation.  No rights or
interest in this Agreement may be assigned. 
Nor, unless otherwise provided in this Agreement, may any obligations be
delegated without the prior written consent of the other party, such consent
not to be unreasonably withheld.  9.4           Severability.  Any invalidity, in whole or in part, of any
provision of this Agreement, shall not affect the validity of any other
provision of this Agreement.  9.5           Paragraph
Heading.  Paragraph headings are
provided for convenience of reference and do not constitute a part of this
Agreement.  9.6           Force
Majeure.  The parties shall be
excused for delays in performing and failures to perform the obligations of
this Agreement to the extent that any such delay or failure results from any
cause beyond their reasonable control, including, solely by way of example and
without limitation, delays caused by the other party, acts of God, strikes, and
other labor disputes, civil disorder, catastrophes of nature, fire, explosion,
natural or manmade floods or any severe weather, war, failure of a
communications or computer system, nuclear attack, embargoes, actions or
inactions of governmental authorities. 
Each party agrees to make reasonable efforts to prevent such occurrences
from affecting the performance of this Agreement.  9.7           The
parties agree to submit to binding arbitration any and all claims, disputes and
controversies between or among them which cannot be resolved without
arbitration, whether in tort, contract or otherwise (and their respective
employees, officers, directors, attorneys, and other agents) arising out of or
relating in any way to this Agreement, and its negotiation, execution,
administration, modification, extension, substitution, formation, inducement,
enforcement, default or termination. 
Arbitration under this Agreement shall be governed by the provisions
regarding arbitration set forth in the Agreement of Limited Liability Company
of Community First Mortgage, LLC as amended from time to time.  IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and do each hereby warrant and represent that their respective
signatory, whose signature appears below, has been and is on the date of this
Agreement duly authorized by all necessary and appropriate corporate action to
execute this Agreement.  AGREED TO AND ACCEPTED BY:                                                             AGREED
TO AND ACCEPTED BY:  WELLS
  FARGO HOME MORTGAGE, INC.
  
  COMMUNITY
  FIRST MORTGAGE, LLC(WFHM)
  
  (Company)By:
  
  
  
  By:Printed Name:
  
  
  
  Printed Name:Its:
  
  
  
  Its:  25 
   Exhibit 2  SERVICE
AGREEMENT  This
Service Agreement (Agreement) entered into effective November 1, 2001 (the
Effective Date) by and between Community First Mortgage, LLC (Venture) and
Wells Fargo Home Mortgage, Inc. (WFHM ).  RECITALS  WHEREAS, WFHM is willing to offer and provide certain
support services to Venture; and  WHEREAS, Venture desires to retain WFHM to provide
certain support services.  NOW, therefore, WFHM and Venture agree as follows:  1.  RESPONSIBILITIES.  1.1      Scope of Services. WFHM shall
perform the services for Venture as set forth in this Agreement and any
amendments or addenda that may from time to time be made a part of this
Agreement (the Services), by mutual agreement.  1.2      Performance of Services. WFHM shall
perform the Services for Venture under this Agreement in accordance with
reasonable commercial standards; generally accepted accounting principles
(GAAP) except as otherwise contemplated by the Joint Venture Agreement which
established Venture (Joint Venture Agreement); in conformity with regulations
or laws governing their activities; and in accordance with Standard Operating
Procedures established from time to time pursuant to Section 1.3 below.  1.3      Standard Operating Procedures. WFHM
has established (or may from time to time establish) internal policies, rules
and procedures (Standard Operating Procedures), which will govern how the
Services are provided and which do not directly and materially affect the daily
operation of the Venture as determined by the Operating Committee.  Any change in Standard Operating Procedures
which directly and materially affects the daily operation of the Venture is
subject to approval by the Operating Committee.  For example, the elimination of regional underwriting could
directly and materially affect the daily operation of the Venture.  If the Operating Committee decides not to
adopt such a change, the Venture shall bear the added incremental cost of
providing the Services without the change. 
Any other changes by WFHM in the Standard Operating Procedures are not
subject to review by the Venture.  1.4      Designate Contact Person.  Each party shall designate a person or
persons to respond to other partys inquiries regarding activities related to
the Services.  1.5      Confidentiality.  The parties acknowledge that during the term
of this Agreement, the parties will be required to access certain information
relating to the other partys customers (Information).  The parties recognize that such Information
is of a confidential and proprietary nature to the other party.  Both parties agree to: (1) use at least the
same degree of care to maintain the confidentiality of the Information as it
uses in maintaining the confidentiality of its own confidential and proprietary
information; (2) use the Information only for the purpose of performing the
Services agreed to in this Agreement; and (3) upon termination of this
Agreement, immediately cease using the Information, erase same from  26 
   storage in each computer
system in which same has been installed except where retention is required for
regulatory purposes, maintain in confidence all knowledge of same gained
pursuant to the contract and, either return or destroy all physical embodiments
of such Information.  1.6      Compliance with State and Federal Laws.  Both parties shall take reasonable steps
to ensure that the Services performed under this Agreement are performed in
compliance with applicable Federal and State laws.  Such steps may include, by way of example and not by way of
limitation, ensuring that its employees are properly licensed to perform any
Services that require such licensing.  2.  SERVICES.  2.1      Legal. WFHM will provide legal
services required by Venture including litigation management, regulatory
compliance and general corporate legal advice. The Venture shall be responsible
for the expense of outside counsel and adverse judgments.  2.2      Accounting. WFHM will provide all
accounting services required by Venture consistent with the Joint Venture
Agreement including preparation of complete and accurate books of accounts and
records, tax return preparation, regulatory reporting and preparation of income
statements, balance sheets and commission reports.  In providing the accounting services required by this paragraph,
WFHM may contract with a certified public accountant acceptable to the Venture
for the performance of services.  The
expense of the certified public accountant for performing any of WFHMs
responsibilities under this Agreement shall be paid by WFHM except that the
Venture shall be responsible for the cost of preparing annual audited financial
statements.  The
books shall be prepared in accordance with generally accepted accounting
principles (except as otherwise contemplated in the Joint Venture Agreement),
consistently applied, utilizing the accrual method of accounting.  The accrual method of accounting shall also
be used by the Venture for income tax purposes.  The Ventures books and records shall at all times be maintained
at the principal business office of WFHM, or the Accountants, or such other
place agreed upon by the Venturers, and shall be available for inspection by
each of the Venturers or their duly authorized representatives during
reasonable business hours. WFHM shall use its reasonable best efforts to
preserve the books and records for the same period of time that WFHM preserves
its own records, and each Venturer shall have the right to copy any and all
such books and records at its own expense prior to the destruction thereof.
WFHM shall not be liable for the destruction of the books and records resulting
from any cause beyond its reasonable control, including, solely by way of
example and without limitation, delays caused by the other party, acts of God,
strikes, and other labor disputes, civil disorder, catastrophes of nature,
fire, explosion, natural or manmade floods or any severe weather, war,
failure of a communications or computer system, nuclear attack, embargoes,
actions or inactions of governmental authorities.  Within ninety (90) days after the end of
each fiscal year, WFHM shall cause to be prepared and furnished to the
Venturers at the expense of the Venture, a balance sheet of the Venture (dated
as of the end of the fiscal year then ended), a related statement of earnings
for the Venture for the same year, a statement of cash flows for the Venture
for such year, related footnotes to the financial statements and all other
financial information reasonably requested by either Venturer.  Such financial information shall reflect the
beginning balance in each Venturers Capital Account as of the first day of
such year, increases due to  27 
   Capital
Contributions or allocations of Profits, decreases due to allocations of Losses
or distributions of profit made to each Venturer during the year, and the ending
balance in each Venturers Capital Account as of the last day of such year.
WFHM shall also on a monthly basis distribute to the Venturers (i) profit and
loss statement showing revenue and expenses of the Venture for the previous
calendar month, (ii) report showing the number and loan amount of loan
applications and loans closed during the previous calendar month, (iii) a
balance sheet for the Venture, and (iv) any other information with respect to
the operations of the Venture for the previous calendar month which either
Venturer may reasonably request.  2.3      Human Resources. WFHM or a third
party vendor will provide employee relations services required by the employees
of the Venture including representation at administrative hearings, assistance
in handling personnel matters, and administration of the benefits program and
payroll for employees of the Venture. 
The Venture shall be responsible for the expense of the third party
vendors services in providing the benefits program and payroll for employees
of the Venture and any third party representation at any administration
hearings.  2.4      Data Processing and Management
Information. WFHM will provide data processing and management information
services as agreed between Venture and WFHM. 
Such services shall consist of those data processing services currently
provided by WFHM to its 100% owned loan production offices (Retail Offices),
and such additions and modifications as are 
provided by WFHM.  2.5      Assignment Processing. WFHM will
safeguard Ventures loan files until such time as the loans are purchased by
WFHM or other investors and will properly assign and endorse mortgages and
notes as directed by Venture.  2.6      Post Closing. WFHM will provide all
post closing services on Ventures files purchased by WFHM or other investors
as directed by Venture including loan file review, pooling and delivery.  2.7      Underwriting. WFHM will underwrite
loans that Venture elects to sell to WFHM. For loans approved by an automated
underwriting system without review by an underwriter, there will be no separate
charge to the Venture.  For loans which
must be reviewed by an underwriter, there shall be a charge to the Venture of [Confidential
Treatment Requested] per file (Underwriting Fee).  In the event WFHM adjusts the amount of or
how the Underwriting Fee is calculated for its Retail Offices, the Underwriting
Fee amount or calculation for the Venture shall be similarly adjusted.  2.8      Facilities Management.  To the extent requested by the Operating
Committee, WFHM will provide facilities management services for the office
locations used by the Venture including supplying office equipment, and
arranging long distance service.  2.9      Quality Control. WFHM will provide
quality control services for loans that Venture elects to sell to WFHM as part
of its normal quality control review. 
Any additional quality control services required in order for the
Venture to maintain its approval as a HUD Loan Correspondent shall be
separately provided and billed.  2.10      Management
Consulting. WFHM will provide the part time consulting services of its in
market Regional and/or Divisional Manager and Regional Operations Specialist.  28 
   2.11  Risk Management. WFHM will establish
a risk management program for the Venture with terms, conditions, limits and
deductibles as WFHM and the Venture determine to be appropriate from time to
time. WFHM shall provide the Venture with a schedule of coverage for the risk
management program in effect from time to time.  The Venture shall pay the premiums and deductibles, if any, on
any insurance policies obtained by WFHM for the Venture as part of the risk
management program.  2.12.  Promotions, Public Relations and
Advertising. WFHM shall make available to the Venture all promotional
materials, promotions and public relations services which are provided to
Retail Offices.  The Venture shall pay
any incremental cost of modifying or using the material in excess to the base
cost charged to Retail Offices. 
Programs involving WFHM trademarks may only be used if the Venture
executes a written agreement with WFHM governing use of the trademarks.  The Venture shall be responsible for the
cost of any employee of the Venture who qualifies to attend the WFHM sales
conference, the WFHM service conference or any similar promotional event held
by WFHM.  2.13.  Compliance with Credit Agreements.
WFHM shall take all steps within its responsibilities under this Agreement
which are necessary to ensure that the Venture complies with all terms of any
credit or financing agreements to which it is a party.  2.14.  Loan Processing. WFHM shall process
all mortgage loan applications taken by Venture in accordance with the
standards set forth in Paragraph 2.15 below and shall comply with the covenants
set forth in Paragraph 2.16 below.  2.15  Service Standards. WFHM shall conduct
mortgage loan processing activities in accordance with the Standard Operating
Procedures in a manner that is no less favorable to Venture customers than
those applied by WFHM to customers of WFHMs Retail Offices. WFHM shall meet
the following service standards:  (a) 
Establishing non-discriminatory practices consistent with federal, state
and local equal opportunity and fair lending laws and regulations pertaining to
such practices;  (b) 
Periodically assessing and measuring customer satisfaction with the
Venture through the use of customer satisfaction surveys and reporting the
results to the Operating Committee;  (c) 
Applying the same standards and efforts WFHM applies with respect to its
own customers.  2.16  Covenants.  In conducting mortgage loan processing activities for Venture,
WFHM shall:  (a)  comply in all material respects with all
laws, statutes, regulations, orders and/or ordinances, whether federal, state
or local or of any governmental agency, applicable to the activities
contemplated, the Service Agreement, the Partnership Agreement and any
agreements referred to herein or therein, including but not limited to,
assuring that all credit practices and all preprinted forms and/or computer
generated forms used by the Venture will be in compliance in all material
respects with such laws, statutes, regulations, orders and/or ordinances;  (b)  periodically perform the normal and
customary audits which WFHM performs for WFHMs Retail Offices, the results of
which shall be reported to the Operating Committee.  29 
   2.17  Processing Fee.  The Venture shall pay WFHM a processing fee
for each mortgage loan processed by WFHM equal to the processing fee paid by
WFHMs Retail Offices which use the same processing center (the Processing
Fee).  In the event the Processing Fee
for WFHMs Retail Offices is adjusted, the Processing Fee for the Venture shall
be similarly adjusted.  There shall be
added to the Processing Fee any applicable taxes payable by WFHM for providing
the processing services, however designated, exclusive of taxes based on net
income, required by law to be added to the Processing Fee.  Except as otherwise expressly provided
herein or agreed in writing by the Venture, WFHM shall be responsible for all
fees, costs, and expenses associated or in connection with the processing of
the mortgage loans.  All Processing Fees
shall be payable in arrears within 15 days following the end of the calendar
month during which such Processing Fees accrue.  3.  TERM. This
Agreement shall commence on the Effective Date and remain in effect until the
Joint Venture Agreement is terminated subject to such period as required to
wind down the affairs of the Venture.  4.  RELATIONSHIP
OF THE PARTIES.  4.1  Agency.  Venture does hereby designate WFHM as its
agent solely for the purpose of performing the Services.  4.2  Officer
of Party.  4.2.1  Designating Officers.  Either party may, with the consent of the
other, from time to time designate certain employees or officers of the other
party as officers of the designating party with such authority and to perform
such duties as set forth in this Agreement or as the designating party shall
from time to time designate in writing.  4.2.2  Performance Of Duties As Officer.  When an employee or officer of the other
party is performing duties as an officer of the designating party, such
employee or officer shall be responsible and accountable directly to the
designating party.  5.  FEES AND
TAXES.  5.1  Management Fees.  Venture agrees to pay WFHM for its services
rendered pursuant to this Agreement a Management Fee pursuant to the same
formula used for WFHMs Retail Offices, except as otherwise agreed in writing
between WFHM and the Venture.  In the
event WFHM adjusts the Management Fee formula for its Retail Offices, the
Management Fee formula for the Venture shall be similarly adjusted, subject to
any separate written agreements between WFHM and the Venture.  5.2  Taxes.  Where applicable, there shall be added to the Management Fee
amounts equal to any applicable taxes, however designated, exclusive of taxes
based on the net income of the Venture.  5.3  Payment.  All Management Fees shall be paid on the last day of the month
during which the fees accrue.  5.4  Annual Fee.  The Venture shall pay an annual joint venture administration fee
in addition to its Management Fee. 
During the first year of operation, the joint venture administration  30 
   fee shall be [Confidential Treatment Requested].  Subsequent to the first year, WFHM may not
increase the amount of the joint venture administration fee by more than [Confidential
Treatment Requested].  6.  LIABILITY. Each
party shall be liable to the other party for any loss or damage proximately
caused by the gross negligence or willful misconduct of its officers, employees
or agents. WFHM shall be granted the same level of discretion in providing the Services
to the Venture as it exercises in regard to its Retail Offices.  7.  INSPECTION. The
documents and records relating to Services performed under this Agreement shall
be made available from time to time to and at the reasonable request of (i)
regulatory authorities having jurisdiction over either of the parties and (ii)
officers, employees and agents of either party and (iii) WFHM & Companys
Auditors.  8.  NOTICES. All notices and other communications in connection
with this Agreement to a party hereto shall be in writing and shall be deemed
to have been duly given when delivered by hand or when deposited in the United
States mail with first class postage prepaid or when delivered to any
nationally recognized overnight courier with delivery charges paid to such
party at its address set forth below, or to such other person or address as
such other party may specify by similar notice to the other party hereto:  If
to WFHM: Wells Fargo Home
Mortgage, Inc. 1 Home Campus, X2401-06T Des Moines, IA 50328-0001 Attn:  General Counsel  If
to Venture: (Both Venturers) Wells Fargo Home
Mortgage, Inc.,                           Community
First Home Mortgage, Inc. 1 Home Campus, X2401-06T                                      520 Main
Avenue Des Moines, IA 50328-0001                                       Fargo, ND
58124-0001 Attn:  General Counsel                                                Attn: ______________  9.   GENERAL.  9.1  Applicable Law.  This Agreement and performance hereunder
shall be governed by the laws of the State of Delaware.  9.2  Amendment, Modification, or Waiver.  No amendment, modification, or waiver of any
condition, provision, or term of this Agreement shall be valid or of any effect
unless made in writing, signed by the party or parties to be bound or its duly
authorized representative and specifying with particularity the extent and
nature of such amendment, modification, or waiver.  No waiver of any term or condition set forth in this Agreement
shall constitute a waiver of any other term or condition; nor shall it affect
or impair any right arising from any subsequent default.  9.3  Assignment and Delegation.  No rights or interest in this Agreement may
be assigned.  Nor, unless otherwise
provided in this Agreement, may any obligations be delegated without the prior
written consent of the other party, such consent not to be unreasonably withheld.  31 
   9.4  Severability.  Any invalidity, in whole or in part, of any
provision of this Agreement, shall not affect the validity of any other
provision of this Agreement.  9.5  Paragraph Heading.  Paragraph headings are provided for convenience
of reference and do not constitute a part of this Agreement.  9.6  Force Majeure.  The parties shall be excused for delays in
performing and failures to perform their obligations under this Agreement to
the extent that any such delay or failure results from any cause beyond their
reasonable control, including, solely by way of example and without limitation,
delays caused by the other party, acts of God, strikes, and other labor
disputes, civil disorder, catastrophes of nature, fire, explosion, natural or
manmade floods or any severe weather, war, failure of a communications
or computer system, nuclear attack, embargoes, actions or inactions of
governmental authorities.  Each party
agrees to make reasonable efforts to prevent such occurrences from affecting
the performance of this Agreement.  9.7  Arbitration.  The parties agree to submit to binding
arbitration any and all claims, disputes and controversies between or among
them which cannot be resolved without arbitration, whether in tort, contract or
otherwise (and their respective employees, officers, directors, attorneys, and
other agents) arising out of or relating in any way to this Agreement, and its
negotiation, execution, administration, modification, extension, substitution,
formation, inducement, enforcement, default or termination.  Arbitration under this Agreement shall be
governed by the provisions regarding arbitration set forth in the Agreement of
Limited Liability Company of Community First Mortgage, LLC as amended from time
to time.  IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed and do each hereby warrant and represent that their
respective signatory, whose signature appears below, has been and is on the
date of this Agreement duly authorized by all necessary and appropriate
corporate action to execute this Agreement.  AGREED TO AND ACCEPTED BY                                  AGREED
TO AND ACCEPTED BY  WELLS FARGO HOME
  MORTGAGE, INC.
  
  COMMUNITY FIRST
  MORTGAGE, LLC(WFHM)
  
  (Venture)By:
  
  
  
  By:Printed Name:
  
  
  
  Printed Name:Its:
  
  
  
  Its:  32 
   Exhibit 3  LOAN PURCHASE
AGREEMENT  THIS AGREEMENT, entered into effective November 1,
2001 between Wells Fargo Home Mortgage, Inc. (hereinafter called WFHM) and
Community First Mortgage, LLC (hereinafter called the Venture).  1.   Procedures  a)  The Venture will be provided with the same
price blast that WFHMs wholly owned retail branches (Retail Offices)
receive, containing information with respect to the types and prices of mortgage
loans WFHM will commit to buy and the Venture may register a loan for delivery
to WFHM by following WFHMs procedures as set forth below.  Any loan type information provided to the
Venture shall be subject to change at any time prior to registration by the
Venture.  Notwithstanding anything
herein to the contrary, WFHM shall be under no obligation or commitment to
approve or buy any Mortgage Loan which does not meet its underwriting criteria.  b)  Interest rates and prices currently offered
by WFHM will be made available to the Venture by distribution of the price
blast on a daily basis.  Interest rate
and prices are subject to change at any time prior to lock-in (lock-in
means to obtain a guaranteed rate and price for a specified period of
time).  The Venture may lock-in a
previously registered loan for an agreed length of time (the lock-in period)
by following the procedure set forth in the WFHM procedures and guidelines for
its Retail Offices as amended from time to time by WFHM (Guidelines).  The terms of the Guidelines are incorporated
herein by reference.  c)  If a lock-in expires, the Venture may relock
at a renegotiated price and rate as set forth in the Guidelines.  d)  WFHM may, in its sole discretion, reduce or
waive any of the fees provided for herein under extraordinary circumstances.  e)  WFHM shall purchase loans at par and the
Venture shall receive an interest income credit for the per diem interest which
accrues between the date of loan closing and purchase by WFHM.  f)  WFHM will pay the Venture the same service
release premiums for delivered loans as WFHM pays its Retail Offices as
adjusted from time to time.  2.   General  a)  All loan applications submitted to WFHM will
be prepared in accordance with the Guidelines and the Venture will use its best
efforts to insure that any loan application registered with WFHM will be sold
to WFHM as provided below.  b)  The Venture shall obtain all data necessary
to insure the proper and accurate completion of the loan application including signed
authorizations for written verification of employment, income, assets and other
material information requiring verification. 
Appraisals, credit reports and mortgage insurance must be done by WFHM
approved vendors.   33 
   c)  The Venture shall control closing and
funding of each approved loan. WFHM will be paid at funding its required fees
and discount as agreed when Venture locked in the loan with WFHM.  Any sums collected in excess of WFHMs
required fees and discount shall be retained by the Venture as income.  The Venture shall not be required to broker
loans to WFHM which have not been locked-in with WFHM.  d)  WFHM portfolio products which are not deemed
high risk products by WFHM may be made available to the Venture, but at
different pricing from WFHMs Retail Offices. WFHM portfolio products which are
deemed high risk products by WFHM may be made available to the Venture if
WFHMs partner in the Venture agrees to share equally in any losses incurred by
WFHM from high risk products originated by the Venture.  3.   Representations and Indemnities  a)  The Venture, WFHM and their respective
officers, agents, employees and representatives will comply with all federal,
state and local laws with regard to this Agreement and the duties and
obligations imposed and the conduct and activities permitted, authorized or
contemplated hereby and use their best efforts to obtain and retain all
approvals and licenses required by the Venture, or WFHM by this Agreement.  b)      The Venture will indemnify and hold WFHM, and its affiliates,
their officers, agents, representatives and employees harmless from any and all
costs, claims, charges, actions, causes of action, losses or liability,
including attorneys fees, arising either directly or indirectly by reason of a
breach of the terms of this Agreement by the Venture, its officers, agents,
employees or representatives or in any way as a result of an inaccurate or
incomplete loan application or other documentation prepared by or at the
direction of the Venture and submitted to WFHM.  The provisions of this paragraph shall remain effective and inure
to the benefit of WFHM, and its affiliates, their officers, agents, employees,
affiliates or representatives notwithstanding the expiration, cancellation,
termination or completion of this Agreement.  c)  WFHM will indemnify and hold the Venture,
its officers, agents, employees and representatives harmless from any and all
costs, claims, charges, actions, causes of action, losses or liability
including attorneys fees, arising either directly or indirectly by reason of a
breach of the terms of this Agreement by WFHM, its affiliates, officers,
agents, employees or representatives. 
The provisions of this paragraph shall remain effective and inure to the
benefit of the Venture, its officers, agents, employees or representatives
notwithstanding the expiration, cancellation, termination or completion of this
Agreement.  d)  The Venture agrees that it will not
participate in or receive any form of compensation from any other lender
(including itself) closing a loan that has been locked-in with WFHM unless
the loan was denied by WFHM or WFHM approved the sale to the other lender.  4.   Transfer and Termination  a)  No sale, transfer or assignment of this
Agreement or of any interest herein shall be valid without the prior written
consent of WFHM.  b)  This agreement will automatically terminate
upon termination or expiration of any approval or license of the Venture or
WFHM required by law to perform the services  34 
   required of the Venture
or WFHM by this Agreement.  Any such
termination shall not affect applications, if any, which have been registered
with WFHM prior to termination except to the extent required by termination or
expiration of the approval or license.  c)  This Agreement shall be terminated upon
termination of the Joint Venture Agreement. 
Any such termination will not affect applications, if any, that have
been locked-in with WFHM prior to termination.  5.   Governing Law This
Agreement will be governed by and construed in accordance with the laws of the
State of Delaware.  6.   Arbitration The parties agree to submit to binding
arbitration any and all claims, disputes and controversies between or among
them which cannot be resolved without arbitration, whether in tort, contract or
otherwise (and their respective employees, officers, directors, attorneys, and
other agents) arising out of or relating in any way to this Agreement, and its
negotiation, execution, administration, modification, extension, substitution,
formation, inducement, enforcement, default or termination.  Arbitration under this Agreement shall be
governed by the provisions regarding arbitration set forth in the Agreement of
Limited Liability Company of Community First Mortgage, LLC, as amended from
time to time.  IN WITNESS WHEREOF, the parties hereto have executed
this Agreement on the date first above written.  WELLS
  FARGO HOME MORTGAGE, INC.
  
  COMMUNITY
  FIRST MORTGAGE, LLC(WFHM)
  
  (Venture)By:
  
  
  
  By:Printed Name:
  
  
  
  Printed Name:Its:
  
  
  
  Its:
  35 
   Exhibit 4  CREDIT AGREEMENT  THIS
AGREEMENT, entered into effective November 1, 2001 by and between Community
First Mortgage, LLC (the Borrower), and Wells Fargo Home Mortgage, Inc., a
California Corporation (WFHM), provides as follows:  ARTICLE I Definitions  Section 1.1  Definitions.  For all purposes of this Agreement, except
as otherwise expressly provided or unless the context otherwise requires:  Advance means an advance by WFHM to the Borrower pursuant to
Article II.  Agreement means this Credit Agreement, as the same may from
time to time be supplemented or amended.  Business Day means a day on which banks are generally open for
business in the State of Delaware.  Collateral has the meaning given to that term in the Pledge
and Security Agreement.  Collateral Account means the account of the Borrower with
Wells Fargo Bank Minnesota, N.A.  Collateral Account Agreement means that certain Collateral
Account Agreement of even date herewith pursuant to which the Borrower and WFHM
establish the Collateral Account with Wells Fargo Bank Minnesota, N.A. attached
hereto as Exhibit A.  Commitment means WFHMs commitment to make advances under
Article II.  Commitment Amount means [Confidential Treatment Requested] unless
said amount is reduced pursuant to Section 2.5, in which event it means the
amount to which said amount is reduced.  Commitment Termination Date means the date of termination in
whole of the Commitment pursuant to Section 2.5 or 5.2.  Default means an event that, with the giving of notice, the
passage of time or both, would constitute an Event of Default.  Eligible Mortgage Loan has the meaning specified in Section
2.10.  Event of Default has the meaning specified in Section 5.1.  FHA means the Federal Housing Administration and any successor
thereto.  GAAP means generally accepted accounting principles.  GNMA means the Government National Mortgage Association and
any successor thereto.  36 
   Interest Rate means the interest rate specified in the
Mortgage Note.  Investor means Wells Fargo Home Mortgage, Inc. and any other
investor approved in writing from time to time by WFHM.  Approval of any investor can be withdrawn at
any time by WFHM with 10 days written notice.  Loan Documents means this Agreement, the Note, the Pledge and
Security Agreement and all other agreements, instruments, certificates and
other documents executed and delivered pursuant to or in connection therewith,
as the same may from time to time be supplemented or amended.  Mortgage means a mortgage or deed of trust on real property
which has been improved by a completed single family (one to four family units)
dwelling unit (i.e., a detached house, townhouse or condominium).  Mortgage Loan means a Mortgage Note and the related Mortgage.  Mortgage Note means a promissory note which has a term not
exceeding 30 years evidencing a loan or advance which is secured by a Mortgage.  Note has the meaning specified in Section 2.2.  Person means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization
or government or any agency or political subdivision thereof.  Pledge and Security Agreement means the pledge and security
agreement of the Borrower in the form of Exhibit B.  System means WFHM residential mortgage loan origination
computer system used by Borrower.  VA means the Department of Veterans Affairs and any successor
thereto.  ARTICLE II Amount and Terms of the
Loans  Section 2.1  Revolving
Advances. WFHM agrees, upon the terms and subject to the conditions hereinafter
set forth, to make Advances to the Borrower from time to time during the period
from the date hereof to and including the Commitment Termination Date in an
aggregate outstanding amount not to exceed at any time outstanding the
Commitment Amount.  Within the limits of
the Commitment Amount, the Borrower may borrow, prepay pursuant to Section 2.6
and reborrow under this Section 2.1.  Section 2.2  The Note.  The Advances made by WFHM shall be evidenced
by and repayable with interest in accordance with a single demand note of the
Borrower (the Note) payable to the order of WFHM, substantially in the form
of Exhibit C hereto, dated the date hereof. 
The Note shall bear interest on the unpaid principal amount thereof from
the date thereof until paid as set forth in Section 2.4.  37 
   Section 2.3  Making the
Revolving Advances.  In order to
obtain an Advance, Borrower shall electronically provide WFHM through the
System with the following:  (a)              verified personal and credit
information regarding the borrower(s);  (b)              loan registration information;  (c)              property and appraisal
information;  (d)              underwriting approval information;
and  (e)              a request for funding.  Upon fulfillment of the applicable conditions set forth in Article III
hereof, WFHM shall disburse the amount of the requested Advance by crediting
the same to the Collateral Account or in such other manner as WFHM and the
Borrower may from time to time agree. 
The Borrower shall be obligated to repay all Advances made based on
Borrowers submission of the abovereferenced information.  Any request for an Advance, whether written
or telephonic, shall be deemed to be a representation that the statements set
forth in Section 3.2 are correct to the best of Borrowers knowledge.  Section 2.4  Interest.  The Borrower shall pay interest on the
unpaid principal balance of the Advances from time to time outstanding at the
Interest Rate.  Interest accruing on the
unpaid principal balance of the Advances during a month shall be payable on the
fifteenth day of the month following the date of the Advance.  Section 2.5  Termination or
Reduction of the Commitment. WFHM shall have the right at any time upon
written notice to the Borrower to permanently terminate the Commitment for new
registrations upon ten days written notice and demand payment in full of the
outstanding principal balance of the Note and all accrued and unpaid interest
thereon, for any reason or for no reason whatsoever, whether or not a Default
or Event of Default has occurred. 
Nothing contained in this Section 2.5 shall preclude or limit WFHM from
terminating the Commitment and demanding payment of the Note upon the
occurrence of an Event of Default as provided in Article V.  Section 2.6  Voluntary and Mandatory
Prepayments.  (a)              The Borrower may prepay the
principal balance of the Note then outstanding in whole or in part, without
penalty or premium, at any time and from time to time; provided that any
prepayment of the full amount of the Note shall include accrued interest
thereon.  (b)              If the outstanding Advances shall
on any date exceed the Commitment Amount, the Borrower shall immediately make a
principal prepayment of the Note in an amount equal to the amount of such
excess.  (c)              Any outstanding Advance must be
repaid on the date the sale proceeds for the related Mortgage Loan are received
from the Investor.  Section 2.7  Computation of
Interest and Fees.  Interest under
the Note and the fees hereunder shall be computed on the basis of actual number
of days elapsed in a year of 360 days.  38 
   Section 2.8  Payment.  All payment of principal and interest under
the Note and of the fees hereunder shall be made to WFHM in immediately
available funds.  The Borrower agrees
that the amount shown on the books and records of WFHM as being the aggregate
amount of Advances outstanding shall be prima facie evidence of the principal
amount of the Note then outstanding. 
Borrower agrees that the Investor will transmit the sale proceeds for
each Eligible Mortgage Loan directly to WFHM.  Section 2.9  Payment on
Nonbusiness Days.  Whenever any
payment to be made hereunder or under the Note shall be stated to be due on a
day which is not a Business Day, such payment may be made on the next
succeeding Business Day, and such extension of time shall in each case be
included in the computation of payment of interest on the Note or the fees
hereunder, as the case may be.  Section 2.10  Use of Proceeds.  The proceeds of each Advance shall be used
by the Borrower only to make, originate or acquire Mortgage Loans which have
been registered for sale to any Investor (Eligible Mortgage Loans).  ARTICLE III Conditions of Lending  Section 3.1  Initial
Conditions Precedent.  The obligation
of WFHM to make any Advance is subject to the condition precedent that WFHM
shall have received on or before the day of the first Advance all of the
following, each dated (unless otherwise indicated) as of the date hereof, in
form and substance satisfactory to WFHM:  (a)The Note, properly executed on behalf of
the Borrower.  (b)The Pledge and Security Agreement,
properly executed on behalf of the Borrower.  (c)The Collateral Account Agreement,
properly executed on behalf of the Borrower.  (d)A Certificate of a member of the
Borrower, certifying as to (i) the resolutions of the Operating Committee of
the Borrower authorizing the execution, delivery and performance of the Loan
Documents, (ii) true and correct copies of the Borrowers limited liability company
or partnership agreement, and (iii) the signatures of the officers of the
Borrowers authorized to execute and deliver such documents and other documents
or certificates to be delivered pursuant to this Agreement on behalf of the
Borrower, including requests for Advances. WFHM may conclusively rely on any
such certificate until it shall receive a further certificate of the Secretary
or member of the Borrower canceling or amending the prior certificate and
submitting the signature of the officers named in such further certificate.  Section 3.2  Conditions
Precedent to All Advances.  The
obligation of WFHM to make any advance (including the initial Advance) shall be
the subject to the further conditions precedent that on the date of such
Advance:  (a)the representations and warranties
contained in Article IV hereof are correct on and as of the date of such
Advance as though made on and as of such date, except to the extent that such
representations and warranties relate solely to an earlier date;  39 
   (b)no event has occurred and is continuing,
or would result from such Advance, which constitutes a Default or an Event of
Default; and  (c)the aggregate outstanding Advances after
such Advance is made would not exceed the Commitment Amount as of the date of
such Advance.  ARTICLE IV Representations and
Warranties  The Borrower represents and warrants to WFHM as follows:  Section 4.1  Existence and
Power.  The Borrower is a limited
liability company validly organized, existing and in good standing under the
laws of the State of Delaware and is duly licensed or qualified to transact
business in all jurisdictions where the character of the property owned or
leased or the nature of the business transacted by it makes such licensing or
qualification necessary. The Borrower has all requisite power and authority,
corporate or otherwise, to conduct its business, to own its properties and to
execute and deliver, and to perform all of its obligations under, the Loan Documents.  Section 4.2  Authorization of
Borrowing; No Conflict as to Law or Agreements.  The execution, delivery and performance by the Borrower of the
Loan Documents and the borrowings from time to time hereunder have been duly
authorized by all necessary company action and do and will not (i) require any
consent or approval of the Borrowers members or any authorization, consent or
approval by any governmental authority or regulatory body, (ii) violate any
provision of any law, rule or regulation (including, without limitation,
Regulation X of the Board of Governors of the Federal Reserve System) or of any
order, writ, injunction or decree presently in effect having applicability to
the Borrower, (iii) result in a breach of or constitute a default under any contract
binding on or affecting the Borrower, or (iv) result in, or require, the
creation, lien, security interest or other charge or encumbrance of any nature
(other than the Pledge and Security Agreement) upon or with respect to any of
the properties now owned or hereafter acquired by the Borrower.  Section 4.3  Legal Agreements.  This Agreement constitutes, and the other
Loan Documents, when executed and delivered by the Borrower hereunder, will
constitute, the legal, valid and binding obligations of the Borrower
enforceable against the Borrower in accordance with their respective terms,
except to the extent that enforcement thereof may be limited by any applicable
bankruptcy, insolvency or similar laws now or hereafter in effect affecting
creditors rights generally (other than fraudulent conveyance laws and
preference laws) and by general principles of equity.  Section 4.4  Financial
Condition.  The Borrower has
heretofore furnished to WFHM its current financial statements. Those financial
statements fairly present the financial condition of the Borrower on the dates
thereof and the results of its operations for the periods then ended, and were
prepared in accordance with GAAP except as otherwise contemplated by Borrowers
operating agreement.  Section 4.5  Adverse Change.  There has been no material adverse change in
the business, properties or condition (financial or otherwise) of the Borrower
since the date of the latest financial statement referred to in Section 4.4.  40 
   Section 4.6  Litigation.  There are no actions, suits or proceedings
pending or, to the knowledge of the Borrower, threatened against or affecting
the Borrower or the properties of the Borrower before any court, governmental
agency or regulatory body or arbitrator, which may materially adversely affect
the financial condition or operations of the Borrower.  Section 4.7  Licenses and
Permits.  The Borrower has all
federal, state and local licenses and permits required to be maintained in connection
with the operation of its businesses, and all such licenses and permits are
valid and fully effective. The Borrower is fully approved to originate FHA, VA
and conventional  Mortgage Loans.  ARTICLE V Events of Default, Rights
and Remedies   Section 5.1  Events of
Default.  Event of Default,
wherever used herein, means any one of the following events:  (a)Default in the payment of any principal
or interest on the Note when it becomes due and payable.  (b)Default in the payment of any fees required
under this Agreement, when the same become due and payable.  (c)Default in the performance, or breach, of
the covenant of the Borrower contained in Section 2.6(b) or (c).  (d)Default in the performance, or breach, of
any material covenant or agreement of the Borrower in this Agreement or in any
other Loan Document (other than a covenant or agreement a default in whose
performance or whose breach is elsewhere in this Section specifically dealt
with), and the continuance of such default or breach for a period of 30 days
after WFHM has given notice to the Borrower specifying such default or breach
and requiring it to be remedied.  (e)Any representation or warranty made by
the Borrower in any Loan Document or by the Borrower (or any of its officers)
in any certificate, instrument, or statement contemplated by or made or
delivered pursuant to or in connection with any Loan Document, shall prove to
have been incorrect in any material respect when made.  (f)A default under any bond, debenture, note
or other evidence of Debt of the Borrower (other than to WFHM) or under any
indenture or other instrument under which any such evidence of debt has been
issued or by which it is governed and the acceleration of payment of such Debt.  (g)Default in the payment of any amount owed
by the Borrower to WFHM other than hereunder or under the Note.  (h)The Borrower shall be insolvent, or admit
in writing its inability to pay its debts as they mature, or make an assignment
for the benefit of creditors; or the Borrower shall apply for or consent to the
appointment of any receiver, trustee, or similar officer for it or for all or
any substantial part of its property; or such receiver, trustee or similar
officer shall be appointed without the application or consent of  41 
   the Borrower and such appointment shall continue
undischarged for a period of 30 days; or the Borrower shall institute (by
petition, application, answer, consent or otherwise) any bankruptcy,
insolvency, reorganization, arrangement, readjustment of debt, dissolution,
liquidation or similar proceeding relating to it under the laws of any
jurisdiction; or any such proceeding shall be instituted (by petition,
application or otherwise) against the Borrower; or any judgment, writ, warrant
of attachment or execution or similar process shall be issued or levied against
a substantial part of the property of the Borrower and such judgment, writ, or
similar process shall not be released, vacated or fully bonded within 30 days
after its issue or levy.  (i)A petition shall be filed by or against the Borrower
under the United States Bankruptcy Code naming the Borrower as debtor.  (j)The rendering against the Borrower of a
final judgment, decree or order for the payment of money in excess of [Confidential
Treatment Requested] and such judgment, decree or order shall remain
unsatisfied and in effect for any period of 30 consecutive days without a stay
of execution.  (k)A writ of attachment, garnishment, levy
or similar process shall be issued against or served upon WFHM with respect to
(i) any property of the Borrower in the possession of WFHM, or (ii) any
indebtedness of WFHM to the Borrower.  Section 5.2  Rights and
Remedies.  Upon the occurrence of an
Event of Default or at any time thereafter until such Event of Default is cured
to the written satisfaction of WFHM, WFHM may exercise any or all of the
following rights and remedies:  (a)WFHM may declare the Commitment to be
terminated, whereupon the same shall forthwith terminate.  (b)WFHM may, by notice to the Borrower,
declare the entire unpaid principal amount of the Note then outstanding, all
interest accrued and unpaid thereon, and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon such Note, all such
accrued interest and all such amounts shall become and be forthwith due and
payable, without presentment, demand, protest or further notice of any kind,
all of which are hereby expressly waived by the Borrower.  (c)WFHM may exercise and enforce its rights
and remedies under the Loan Documents.  Notwithstanding the foregoing, upon the occurrence of an Event of
Default described in Section 5.1(i) or 5.1(k) hereof, the entire unpaid
principal amount of the Note then outstanding, all interest accrued and unpaid
thereon, and all other amounts payable under this Agreement shall be
immediately due and payable without presentment, demand, protest or notice of
any kind. NOTHING CONTAINED IN THIS ARTICLE V OR IN ANY OTHER PROVISION OF THIS
AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL PRECLUDE OR LIMIT WFHM FROM
TERMINATING ITS COMMITMENT FOR NEW REGISTRATIONS UPON TEN DAYS WRITTEN NOTICE
AND DEMANDING PAYMENT OF THE NOTE AT ANY TIME AND FOR ANY REASON OR FOR NO
REASON AS PROVIDED IN SECTION 2.5.  42 
   ARTICLE VI  Miscellaneous  Section 6.1  No Waiver;
Cumulative Remedies.  No failure or
delay on the part of WFHM in exercising any right, power or remedy under the
Loan Documents shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or remedy
under the Loan Documents.  The remedies
provided in the Loan Documents are cumulative and not exclusive of any remedies
provided by law.  Section 6.2  Amendments, Etc.  No amendment, modification, termination or
waiver of any provision of any Loan Document or consent to any departure by the
Borrower therefrom shall be effective unless the same shall be in writing and
signed by WFHM and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given. No notice to or
demand on the Borrower in any case shall entitle the Borrower to any other or
further notice or demand in similar or other circumstances.  Section 6.3  Notice.  Except as otherwise expressly provided
herein, all notices and other communications hereunder shall be in writing and
shall be (i) personally delivered, (ii) sent by certified mail, postage
prepaid, (iii) delivery by overnight courier, or (iv) transmitted by telecopy
if followed with a hard copy by regular mail, in each case addressed to the
party to whom notice is being given at its address as set forth below and, if
telecopied, transmitted to that party at its telecopier number set forth below:  If
to WFHM: Wells Fargo Home
Mortgage, Inc. 1 Home Campus, X2401-06T Des Moines, IA 50328-0001 Attn:  General Counsel  If to the Borrower (Both Members): Wells Fargo Home
Mortgage, Inc.,                           Community
First Home Mortgage, Inc. 1 Home Campus, X2401-06T                                      520 Main
Avenue Des Moines, IA 50328-0001                                       Fargo, ND
58124-0001 Attn:  General Counsel                                                Attn:  or, as to each party, at such other address or telecopier number as may
hereafter be designated in a notice by that party to the other party complying
with the terms of this Section.  All
such notices or other communications shall be deemed to have been given on (i)
the date received if delivered personally, (ii) two Business Days after the
date of posting if delivered by mail, (iii) one Business Day after deposit with
an overnight courier for next Business Day Delivery, or (iv) the date of
transmission if delivered by telecopy, except that notice or requests to WFHM pursuant
to any of the provisions of Article II shall not be effective until received by
WFHM.  Section 6.4  Costs and
Expenses.  Each party agrees to pay
to the other party all costs and expenses incurred (including the reasonable
fees and out-of-pocket expenses of counsel) in connection with the enforcement
during the term hereof or thereafter of any of the rights or remedies under any
of the foregoing documents, instruments or agreements or under applicable law,
whether or not arbitration is filed with respect, thereto.  All costs and expenses shall be payable on
demand.  43 
   Section 6.5  Execution in
Counterparts.  This Agreement and
the Pledge and Security Agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which counterparts of this Agreement or the Pledge and Security
Agreement, as the case may be, taken together, shall constitute but one and the
same instrument.  Section 6.6  Binding Effect,
Assignment.  This Agreement shall be
binding upon and inure to the benefit of the Borrower and WFHM and their
respective successors and assigns, except that the Borrower shall not have the
right to assign its rights hereunder or any interest herein without the prior
written consent of WFHM.  Section 6.7  Governing Law.  The Loan Documents shall be governed by, and
construed in accordance with, the substantive laws (other than conflict laws)
of the State of Delaware.  Section 6.8  Arbitration.
The parties agree to submit to binding arbitration any and all claims, disputes
and controversies between or among them which cannot be resolved without
arbitration, whether in tort, contract or otherwise (and their respective
employees, officers, directors, attorneys, and other agents) arising out of or
relating in any way to this Agreement or any exhibits hereto, and their
negotiation, execution, administration, modification, extension, substitution,
formation, inducement, enforcement, default or termination.  Arbitration under this Agreement and its
exhibits shall be governed by the provisions regarding arbitration set forth in
the Agreement of Limited Liability Company of Community First Mortgage, LLC, as
amended from time to time.  Section 6.9  Severability of
Provisions.  Any provision of this
Agreement which is prohibited or unenforceable shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof.  Section 6.10  Entire
Agreement.  This Agreement and the
other Loan Documents and related documents described herein embody the entire
agreement and understanding between the Borrower and WFHM and supersede all
prior agreements and understandings, oral or written, between WFHM and the
Borrower.  Section 6.11  Acceptable to
WFHM.  As used in this Agreement,
the phrases to the satisfaction of WFHM, acceptable to WFHM, acceptable to
WFHM in WFHMs sole discretion or any similar phrase shall mean acceptable to
WFHM in WFHMs reasonable discretion.  Section 6.12  Headings.  Article and Section headings in this
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose.  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
first above written.   WELLS
  FARGO HOME MORTGAGE, INC.
  COMMUNITY FIRST MORTGAGE, LLC(WFHM)
  (Borrower)By:
  
  
  By:Printed Name:
  
  
  Printed Name:Its:
  
  
  Its:  44 
   Exhibit A  COLLATERAL ACCOUNT AGREEMENT  This
Collateral Account Agreement, entered into effective November 1, 2001 is by and
between Community First Mortgage, LLC (the Borrower), and Wells Fargo Bank
Minnesota, National Association (the Bank) and Wells Fargo Home Mortgage,
Inc. (WFHM).  WFHM and the Borrower have entered into a Credit Agreement dated
contemporaneously herewith pursuant to which WFHM has agreed to make revolving
advances to the Borrower in an aggregate principal amount not to exceed [Confidential
Treatment Requested] (as the same may from time to time be amended,
modified or supplemented, the Credit Agreement).  All terms used herein have the same meanings ascribed to such
terms in the Credit Agreement.  The parties desire to establish the Collateral Account into which
Advances will be deposited and payments and other proceeds of Collateral (as
that term is defined in the Credit Agreement) will be received and held by the
Bank.  Accordingly, the parties hereto agree as follows:  1.There shall be opened and maintained with
the Bank a collateral bank account designated  Community First Mortgage, LLC -
Collateral Account or similarly designated to WFHMs and the Banks
satisfaction (the Collateral Account).  2.The Collateral Account and all funds at
any time on deposit therein shall constitute collateral security for any and
all indebtedness now or hereafter at any time owing by the Borrower to WFHM
under the Credit Agreement, whether or not then due. WFHM, through its agent
the Bank, shall have full and exclusive dominion of and control over the
Collateral Account and all funds at any time on deposit therein.  3.WFHM shall deposit all Advances made
under the Credit Agreement into the Collateral Account, which Advances shall be
used solely for the origination of Eligible Mortgage Loans by the
Borrower.  The Borrower shall deposit
into the Collateral Account, or shall direct the Bank to debit its operating
account for, any additional funds necessary for the origination or acquisition
of the Eligible Mortgage Loans to be funded with the deposited Advances.  Provided the Borrower is in compliance with
the applicable conditions set forth in Article III of the Credit Agreement, the
Bank shall payout all such Advances and other funds deposited into the
Collateral Account pursuant to this paragraph according to the terms of the
Credit Agreement.  4.The Borrower shall direct the Investor to
make all payments with respect to Eligible Mortgage Loans, and shall promptly
deposit all other proceeds of Collateral, by wire or other acceptable transfer,
to the Bank for deposit in the Collateral Account.  To the extent the Borrower is in possession of any proceeds of Collateral,
the Borrower will hold such proceeds separately in trust for WFHM until
deposited in the Collateral Account.  5.WFHM may, from time to time, in its sole
discretion, instruct the Bank to do any of the following or any combination
thereof with respect to funds on deposit in the Collateral Account: (a) charge
the Collateral Account and credit WFHMs account to be applied as a payment of
the unpaid principal amount of the outstanding Advances and accrued interest
thereon; (b) retain the funds on deposit in the Collateral Account; or (c)
release and transfer the funds to the Borrowers operating account with the
Bank for the Borrowers general use.  45 
   6.The Borrower shall have no right to
withdraw any funds from the Collateral Account at any time and shall have no
dominion or control over the funds at any time on deposit in the Collateral
Account.  7.WFHM hereby acknowledges that it is
responsible for the payment of all charges relating to the Collateral Account,
including but not limited to account maintenance charges, fees for incoming and
outgoing wire transfers and for any other credits or debits in accordance with
Banks standard fee schedule.  WELLS
  FARGO HOME MORTGAGE, INC.
  COMMUNITY
  FIRST MORTGAGE, LLC(Borrower)By:
  
  
  By:Printed Name:
  
  
  Printed Name:Its:
  
  
  Its:   WELLS FARGO BANK
  MINNESOTA,NATIONAL
  ASSOCIATIONBy:Printed Name:Its:  46 
   Exhibit B  PLEDGE AND SECURITY AGREEMENT   This Pledge and Security Agreement (the Agreement) entered into
effective November 1, 2001 by and between Community First Mortgage, LLC, a
limited liability company with its principal place of business in Fargo, North
Dakota (the Pledgor), and Wells Fargo Home Mortgage, Inc. (WFHM).  RECITALS  The Pledgor and WFHM have entered into a Credit Agreement dated
contemporaneously herewith (as amended or modified from time to time, the
Credit Agreement), pursuant to which WFHM has agreed to extend a revolving
credit facility to the Pledgor, on the condition, among others, that the
Pledgor execute and deliver this Agreement to WFHM; and  The Pledgor finds it advantageous, desirable and in its best interest
to comply with the condition that it execute and deliver this Agreement.  ACCORDINGLY, in consideration of the premises and of the mutual
covenants herein contained and in order to induce WFHM to become a party to,
and to extend credit under, the Credit Agreement, the parties hereto agree as
follows:  Section 1.  DEFINITIONS Each capitalized term used herein which is not otherwise defined herein
shall have the meaning ascribed to such term in the Credit Agreement.  In addition, the following terms shall have
the following respective meanings:  Collateral has the meaning specified in Section 2 hereof.  Investor means Wells Fargo Home Mortgage, Inc. and any other
investor approved in writing from time to time by WFHM.  Approval of any investor can be withdrawn at
any time by WFHM with 10 days written notice.  Obligations means all obligations of the Pledgor to WFHM now
or hereafter existing under any Loan Document.  Obligor means a person or other entity who now or hereafter is
or becomes liable to the Pledgor with respect to any of the Collateral.  Pledged Mortgage Loans means Mortgage Loans deemed to have
been delivered to WFHM as provided in Section 4.  Section 2.  PLEDGE As collateral security for the due and punctual payment of the
Obligations, and to secure performance of each obligation and the observance of
each term and condition by the Pledgor to be performed or observed under the
Credit Agreement, this Agreement and the other Loan Documents, the Pledgor does
hereby pledge, hypothecate, assign, transfer and convey to WFHM, and assigns
and grants to WFHM a security interest in and to the following described
property now owned or hereafter acquired by the Pledgor (the Collateral):  47 
   (a)all right, title and interest of the
Pledgor in and to the Pledged Mortgage Loans and all promissory notes, or other
instruments or agreements which evidence the Pledged Mortgage Loans;  (b)all right, title and interest of the
Pledgor in and to all notes, real estate mortgages, deeds of trust, security
agreements, chattel mortgages, assignments of rent and other security
instruments whether now or hereafter owned, acquired or held by the Pledgor
which secure (or constitute collateral for any note, instrument or agreement
securing) any of the Pledged Mortgage Loans;  (c)all right, title and interest of the
Pledgor in and to all financing statements perfecting the security interest of
any of the Pledged Mortgage Loans or property securing any Pledged Mortgage
Loans;  (d)all right, title and interest of the
Pledgor in and to all guaranties and other instruments by which the persons or
entities executing the same guarantee, among other things, the payment or
performance of the Pledged Mortgage Loans;  (e)all right, title and interest of the Pledgor
in and to all title insurance policies, title insurance binders, commitments or
reports insuring or relating to any Pledged Mortgage Loan or property securing
any Pledged Mortgage Loan;  (f)all right, title and interest of the
Pledgor in and to all surveys, bonds, hazard and liability insurance, policies,
and any other agreement, instrument or document pertaining to, affecting,
obtained by the Pledgor in connection with, or arising out of, the Pledged
Mortgage Loans;  (g)all right, title and interest of the
Pledgor in and to all agreements to purchase any Pledged Mortgage Loans;  (h)all right, title and interest of the
Pledgor in and to all collections on, and proceeds of or from, any and all of
the foregoing (hereinafter collectively called Collections);  (i)all right, title and interest of the
Pledgor in and to any other asset of the Pledgor which has been or hereafter at
any time is delivered to WFHM hereunder;  (j)all files, surveys, certificates,
correspondence, appraisals, tapes, discs, cards, accounting records, and other
records, information, and data of the Pledgor relating to the Pledged Mortgage
Loans (including all information, data, tapes, discs and cards necessary to
administer and service such Pledged Mortgage Loans);  (k)all balances, credits and deposits of the
Pledgor maintained in the Collateral Account; and  (l)any and all balances, credits, deposits,
accounts or moneys of, or in the name of, the Pledgor representing or
evidencing the foregoing.  Section 3.  REPORTS CONCERNING
EXISTING COLLATERAL AND HEREAFTER ACQUIRED COLLATERAL From time to time hereafter as reasonably requested by WFHM, the
Pledgor will promptly give a written report to WFHM describing and listing each
document, instrument or other paper which evidences, secures, guarantees,
insures or pertains to any item of the Collateral whether now or hereafter
owned, acquired or held by the Pledgor that the Pledgor has not theretofore
delivered to an Investor.  Such written
report shall contain sufficient information to enable WFHM to identify each
such document, instrument or other paper. 
The Pledgor (a) upon the request of WFHM,  48 
   shall promptly provide additional information concerning, or a more
complete description of, each such document, instrument or other paper and (b)
at the request of WFHM, shall promptly deliver the same to WFHM.  Section 4.  DELIVERY OF
COLLATERAL DOCUMENTS (a)A Mortgage Loan closed and funded with
the proceeds of an Advance shall be deemed to have been delivered under this
Agreement when there shall have been electronically delivered to WFHM the
information required by the Credit Agreement. 
The Pledgor shall also comply with its obligation under this Pledge and
Security Agreement to deliver to WFHM the instruments and documents described
in the Transmittal Form.  The documents
to be delivered pursuant to this Section 4(a) shall be delivered (including
delivery by telecopy, as provided for above) to WFHM no later than 9:00 a.m.
(Minneapolis time) on the Business Day on which the Advance is to be made for
the purpose of funding such Mortgage Loan.  (b)Within five Business Days after receiving
a written request from WFHM to deliver the same, the Pledgor shall deliver to
WFHM the following:  (i)if any such exist, original guaranties,
assignments of rents and other instruments and documents relating to security
for and payment of such Mortgage Loan, together with duly executed assignments
thereof;  (ii)a mortgagees title insurance policy (or commitment
therefor) in the form of an American Land Title Association standard policy
(revised coverage, most recent form) from a substantial and reputable title
insurance company acceptable to FNMA and FHLMC in favor of the Pledgor insuring
the lien of the mortgage securing such Mortgage Loan (subject only to such
liens and encumbrances as are generally acceptable to reputable lending
institutions, mortgage investors and securities dealers) or, if such a
mortgagees title policy (or commitment therefor) is generally not available in
the state in which the real property subject to such mortgage is located, an
opinion of an attorney reasonably acceptable to WFHM to the effect that the
mortgage securing such Mortgage Loan is a valid first lien free and clear of
all other liens, encumbrances and restrictions, except such as are generally
acceptable to reputable lending institutions, mortgage investors and securities
dealers;  (iii)evidence satisfactory to WFHM that the
premises covered by the Mortgage securing such Mortgage Loan is insured against
fire and perils of extended coverage for an amount at least equal to the lesser
of the full insurable value of such premises and the Collateral Value of such
Mortgage Loan;  (iv)with respect to each Mortgage Loan secured
by a Mortgage which is insured by FHA, insured by a private mortgage insurer or
guaranteed by the VA, a certificate signed by an officer of the Pledgor that,
as of the date of delivery thereof, the Pledgor either has possession of the
applicable FHA insurance certificate, private mortgage insurance certificate or
VA guarantee covering such Mortgage Loan, or has complied with all requirements
and conditions for obtaining possession of such applicable FHA insurance
certificate, private mortgage insurance certificate or VA guarantee;  (v)originals or photocopies, as WFHM may
reasonably request, of surveys (or plat maps, if surveys are not available) and
all other instruments, documents and other papers pertaining to each such
Pledged Mortgage Loan; and  49 
   (vi)the original of each Mortgage referred to
in Section 2(b) hereof, together with satisfactory evidence of its recordation.  (c)All assignments executed and delivered by
the Pledgor shall be in form and substance acceptable to and approved by WFHM.  (d)Any Transmittal Form delivered to WFHM
hereunder, together with the documents accompanying any such Transmittal Form,
shall conclusively be presumed to have been delivered to WFHM on behalf of the
Pledgor notwithstanding that any such Transmittal Form shall not be signed or
submitted by a person who has been authorized in writing to do so by the
Pledgor through its Operating Committee or otherwise.  (e)The Pledgor will from time to time
whenever an Event of Default exists, upon the request of WFHM, endorse and
deliver to WFHM any draft, check, note, assignment or other writing which
evidences a right to the payment of money which constitutes Collateral for
deposit to the Collateral Account.  Section 5.  REPRESENTATIONS
AND WARRANTIES The Pledgor hereby represents and warrants that:  (a)All of the representations and warranties
set forth in the Credit Agreement are true and correct;  (b)The Pledgor is the legal and equitable
owner of the Collateral and its interests therein are free and clear of all
liens, security interests, charges and encumbrances of every kind and nature
(other than as created hereunder or under commitments to purchase by the
Investor);  (c)No financing statement or other evidence
of lien covering any of the Collateral is on file in any public office;  (d)The Pledgor has good right, power and
lawful authority to pledge, assign and deliver the Collateral in the manner
hereby done or contemplated;  (e)No consent or approval (other than any
consents which may be incidental to any filing which may be necessary to
perfect the security interests in the Collateral) of any governmental body,
regulatory authority, person, trust, or entity is or will be (i) necessary to
the validity of the rights created hereunder or (ii) required prior to the
assignment, transfer and delivery of any of the Collateral to the Investor.  (f)To the Pledgors knowledge, no material
dispute, right of setoff, counterclaim or defense exists with respect to all or
any part of the Collateral;  (g)This Agreement constitutes the legal,
valid and binding obligation of the Pledgor enforceable against the Pledgor and
the Collateral in accordance with its terms (subject to limitations as to
enforceability which might result from bankruptcy, reorganization, arrangement,
insolvency or other similar laws affecting creditors rights generally) and by
general principles of equity;  (h)In making and closing each Pledged
Mortgage Loan, the Pledgor has fully complied with, and all collateral
documents delivered with respect to such Pledged Mortgage Loans comply with,
all applicable federal, state and local laws, regulations and rules, including,
but not limited to, (i) usury laws, (ii) the Real Estate Settlement procedures
Act of 1974, (iii) the Equal Credit Opportunity Act, (iv) the Federal Truth in
Lending Act, (v) Regulation Z of the  50 
   Board of Governors of the Federal Reserve System; and
(vi) all other consumer protection and truth-in-lending laws which may apply,
and in each case with the regulations promulgated in connection therewith, as
the same may be amended from time to time; and the Pledgor shall maintain
sufficient documentary evidence in its files with respect to such Pledged
Mortgage Loans to substantiate such compliance; and  (i)Immediately upon (A) the execution and
delivery of the Credit Agreement, the Note and the other Loan Documents, (B)
the delivery of the Collateral to the Investor as contemplated herein and (C)
the filing of an appropriate financing statement in the appropriate filing
office or offices, WFHM shall have a valid, first priority security interest
and lien in the Collateral.  Section 6.  EVENTS OF
DEFAULT; REMEDIES If one or more Events of Default shall exist, then WFHM, in addition to
any and all other rights and remedies which it may then have hereunder, under
the Credit Agreement or any other Loan Document, under the Uniform Commercial
Code of the State of Minnesota or of any other pertinent jurisdiction (the
Code), or under any other instrument, or which WFHM may have at law, in
equity or otherwise, may, at its option (a) in the name of the Pledgor, or
otherwise, demand, collect, receive and receipt for, compound, compromise,
settle and give acquittance for, and prosecute and discontinue any suits or
proceedings in respect of any or all of the Collateral; (b) take any action
which WFHM may deem necessary or desirable in order to realize on the
Collateral, including without limitation, the power to perform any contract,
endorse in the name of the Pledgor without recourse to the Pledgor any checks,
drafts, notes or other instruments or documents received in payment of or on
account of the Collateral; (c) enter upon the premises where any of the Collateral
not in the possession of WFHM is located and take possession thereof and remove
the same, with or without judicial process; (d) reduce the claims of WFHM to
judgment or foreclosure or otherwise enforce the security interests herein
granted and assigned, in whole or in part, by any available judicial procedure;
(e) after notification, if any, provided for herein, sell, lease, or otherwise
dispose of, at the office of WFHM, on the premises of the Pledgor, or
elsewhere, all or any part of the Collateral, in its then condition or
following any commercially reasonable preparation or processing, and any such
sale or other disposition may be as a unit or in parcels, by public or private
proceedings, and by way of one of more contracts (it being agreed that the sale
of any part of the Collateral shall not exhaust the power of sale granted
hereby, but sales may be made from time to time, and at any time, until all the
Collateral has been sold or until all Obligations have been fully paid and
performed), and at any such sale it shall not be necessary to exhibit any of
the Collateral; (f) at its discretion, retain the Collateral in satisfaction of
the Obligations whenever the circumstances are such that WFHM is entitled to do
so under the Code or otherwise; and (g) exercise any and all other rights,
remedies and privileges which WFHM may have under this Agreement, or any of the
other promissory notes, assignments, transfers of lien, and any other
instruments, documents, and agreements executed and delivered pursuant to the
terms hereof or pursuant to the terms of the Credit Agreement.  The Pledgor acknowledges and agrees that a
sale of the Collateral to the Investor in accordance with its standard program
shall be deemed commercially reasonable and preferable, and the Collateral is
intended to be sold and that none of the Collateral is a type or kind intended
by the Pledgor to be held for investment or any purpose other than for sale.  Section 7.  NOTICES Reasonable notification of the time and place of any public sale of any
Collateral, or reasonable notification of the time after which any private sale
or other intended disposition of any of the Collateral is to be made shall be
sent to the Pledgor and to any other person entitled under the Code to notice;
provided, that if any of the Collateral threatens to decline speedily in value,
or is of a type customarily sold on a recognized market, WFHM may sell or
otherwise dispose of the Collateral without notification, advertisement, or
other notice of any kind.  It is agreed
that notice sent or given not less than fifteen (15) calendar days prior to the
taking of the action to which the notice relates is reasonable notification and
notice of the purposes of this Section 7 and that such  51 
   notice is sufficient if it
states only the number of Pledged Mortgage Loans to be sold and their aggregate
outstanding principal balance, average interest rate, and average balance
together with the time and place of sale. 
All notices and other communications provided for in this Agreement
shall be given to the parties at their respective addresses set forth in the
Credit Agreement or, as to each such party, at such other address as shall be
designated by such party in a written notice to the other parties.  All such notices and other communications
shall be given by one or more of the means specified in Section 6.3 of the
Credit Agreement, and upon being so given, shall be deemed to have been given
as of the earliest time specified in said Section 6.3 for the means so used.  Section 8.  APPLICATION OF
PROCEEDS Until all Obligations owed to WFHM have been paid in full, any and all
proceeds ever received by WFHM from any sale or other disposition of the
Collateral, or any part thereof, or the exercise of any other remedy pursuant
to Section 6 hereof, shall be applied by WFHM as follows:  First, to the payment of the out-of-pocket
expenses of WFHM and the reasonable fees and out-of-pocket expenses of counsel
employed in connection therewith, and to the payment of all costs and expenses
reasonably incurred by WFHM in connection with the administration and
enforcement of this Agreement (including, without limitation, the sale or other
disposition of the Collateral) and to the payment of all advances made by WFHM
for the account of the Pledgor hereunder to the extent that such costs and
expense have not been reimbursed to WFHM, as the case may be;  Second, to the payment in full of the other
Obligations; and  Third, the balance (if any) of such proceeds
shall be paid to the Pledgor, its successors or assigns, or as a court of
competent jurisdiction may direct, provided, that if such proceeds are not
sufficient to satisfy the Obligations in full, the Pledgor shall remain liable
to WFHM for any deficiency.  Section 9.  INDEMNIFICATION
AND COSTS AND EXPENSES The Pledgor will (a) pay all reasonable out-of-pocket expenses,
including, without limitation, any recording or filing fees, fees of title
insurance companies in connection with records or filings, costs of mortgage
insurance policies and endorsements thereof and mortgage registration taxes (or
any similar fees or taxes), incurred by WFHM in connection with the enforcement
and administration of this Agreement (whether or not the transactions hereby contemplated
shall be consummated), the Credit agreement and the other Loan Documents, and
including, without limitation, the reasonable fees and disbursements of outside
counsel for WFHM, (b) pay, and hold WFHM harmless from and against, any and all
present and future stamp and other similar taxes with respect to the foregoing
matters and save WFHM harmless from and against any and all liabilities with
respect to or resulting from any delay or omission to pay by Borrower such
taxes; and (c) indemnify, pay and hold harmless WFHM from and against any and
all liabilities, obligations, losses, damages, penalties, judgments, suits,
costs, expenses and disbursements of any kind whatsoever (the Indemnified
Liabilities) which may be imposed on, incurred by or asserted against it in
any way relating to or arising out of this Agreement, the Credit Agreement, the
Loan Documents or any of the transactions contemplated hereby or thereby,
unless the same are caused by the gross negligence or willful misconduct of
WFHM.  The undertakings of the Pledgor
set forth in this Section 9 shall survive the payment in full of the Note and
the termination of this Agreement, the Credit Agreement and the other Loan
Documents.  Section 10.  TERMINATION This Agreement shall terminate when all the Obligations have been fully
paid and performed and WFHM has no further Commitment under the Credit
Agreement, at which time WFHM shall reassign and redeliver, without recourse
upon, or representation or warranty by, WFHM and at the  52 
   expense of the Pledgor, to the Pledgor, or to such other person or
persons as the Pledgor shall designate, against receipt, such of the Collateral
(if any) as shall not have been sold or otherwise disposed of by WFHM pursuant
to the terms hereof, of the Credit Agreement or of the other Loan Documents,
and shall still be held by WFHM, together with the appropriate instruments of
reassignment and release; provided, however, that this Agreement shall continue
to be effective or be reinstated, as the case may be, if at any time payment of
any of the Obligations is rescinded or must otherwise be returned by WFHM or
any other Person upon the insolvency, bankruptcy or reorganization of the
Pledgor or otherwise, all as though such payment had not been made.  Section 11.  NON-ASSUMPTION
OF LIABILITY; NO FIDUCIARY RESPONSIBILITY Nothing herein contained shall relieve the Pledgor from performing any
covenant, agreement or obligation on the part of the Pledgor to be performed
under or in respect of any of the Collateral or from any liability to any party
or parties having an interest therein or impose any liability on WFHM for the
acts or omissions of the Pledgor in connection with any of the Collateral. WFHM
shall not assume or become liable for, nor shall it be deemed or construed to
have assumed or become liable for, any obligation of the Pledgor with respect
to any of the Collateral, or otherwise, by reason of the grant to WFHM of a
security interest in the Collateral. 
While WFHM shall use reasonable care in the custody and preservation of
the Collateral, WFHM shall not have any fiduciary responsibility to the Pledgor
with respect to the holding, maintenance or transmittal of the Collateral
delivered hereunder.  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.  WELLS
  FARGO HOME MORTGAGE, INC.
  COMMUNITY
  FIRST MORTGAGE, LLC(WFHM)
  (Venture)By:
  
  
  By:Printed Name:
  
  
  Printed Name:Its:
  
  
  Its:  53 
   Exhibit C  DEMAND NOTE  Bloomington, Minnesota November 1, 2001  For value received the undersigned, Community First Mortgage, LLC, a
limited liability company with its principal place of business in Fargo, North
Dakota hereby promises to pay ON DEMAND to the order of Wells Fargo Home
Mortgage, Inc. (Lender), at its office in Bloomington, Minnesota or at any
other place designated at any time by the holder hereof, in lawful money of the
United States of America and in immediately available funds, the principal sum
of [Confidential
Treatment Requested] or, if less, the aggregate unpaid principal
amount of all advances made by Lender to the undersigned hereunder, together
with interest on the principal amount of all Advances hereunder remaining
unpaid from time to time computed on the basis of the actual number of days
elapsed and a 360-day year, from the date hereof until this Note is fully paid
at the rate or rates set forth in Section 2.4 of the Credit Agreement referred
to below.  Interest accruing each month
shall be payable on the first Business Day of the next succeeding month and at
maturity or earlier if prepaid in full. 
Interest accruing under this Note is subject to any restrictions
contained in the Service Agreement between Lender and the undersigned.  This Note may be prepaid in whole at any time or from time to time in
part, without penalty or premium, provided that any prepayment of the full
amount of the Note shall include accrued interest thereon.  This Note is issued pursuant to, and is subject to, a Credit Agreement
of even date herewith, by and between the undersigned and Lender, which, among
other things, provides for acceleration of the maturity hereof upon the
occurrence of an Event of Default (as defined in that Credit Agreement) and for
mandatory prepayment hereof upon the occurrence of certain events.  All outstanding Advances under this Note are secured by a Pledge and
Security Agreement of even date herewith from the undersigned to Lender, and
may now or hereafter be secured by one or more other security agreements,
mortgages, deeds of trust, assignments, or other instruments or agreements.  This Note shall be immediately due and payable (including unpaid
interest accrued hereon) without demand or notice thereof upon filing of a
petition by or against the undersigned under the United States Bankruptcy Code.  The undersigned hereby agrees to pay all costs of collection, including
reasonable attorneys fees and legal expenses, in the event this Note is not
paid when due, whether or not legal proceedings are commenced.  Presentment or other demand for payment, notice of dishonor and protest
are expressly waived.  COMMUNITY FIRST
  MORTGAGE, LLCBy:Printed Name:Its:  54