ARTICLES OF SHARE EXCHANGE
WEBB MORTGAGE DEPOT, INC., a Florida Corporation, the acquiring Company with WEBB
MORTGAGE SERVICES CORPORATION, a Florida corporation, an Acquired Company, and WEBB
MORTGAGE CORP., a Florida Corporation, an Acquired Company,
ARTICLES OF SHARE EXCHANGE between WEBB MORTGAGE DEPOT, INC. ("MORTGAGE
DEPOT"), WEBB MORTGAGE CORP. ("WEBB CORP") and WEBB MORTGAGE SERVICES
CORPORATION ("WEBB SERVICES").
Pursuant to ss.607.1103 of the Florida Business Corporation Act (the "Act") MORTGAGE DEPOT, WEBB
CORP and WEBB SERVICES adopt the following Articles of Share Exchange:
1. The Reorganization Agreement and Plan of Share Exchange dated February 4, 2000 ("Plan") between
MORTGAGE DEPOT, WEBB CORP and WEBB SERVICES was approved and adopted by the
shareholders of MORTGAGE DEPOT on February 4, 2000, was adopted by the sole shareholder of WEBB
SERVICES on February 4, 2000 and was adopted by the sole shareholder of WEBB CORP on February 4,
2. Pursuant to the Plan, all issued and outstanding shares of WEBB SERVICES and all of the issued and
outstanding shares of WEBB CORP will be exchanged for shares of MORTGAGE DEPOT's stock. As a result
of this exchange, WEBB SERVICES and WEBB CORP will become wholly owned subsidiaries of
3. The Plan is attached as Exhibit A and incorporated by reference as if fully set forth.
4. Pursuant to ss.607.1105(l)(b) of the Act, the date and time of the effectiveness of the Share Exchange shall be
on the filing of these Articles of Share Exchange with the Secretary of State of Florida.
IN WITNESS WHEREOF, the parties have set their hands this 4th day of February, 2000.
ATTEST: MORTGAGE DEPOT ONLINE CORPORATION
By: /s/ Byron Webb
(Corporate Seal) President, Byron Webb