SHARE-FOR-SHARE EXCHANGE AGREEMENT
SHARE-FOR-SHARE EXCHANGE AGREEMENT made this ___ day of August, 2005 by and among
WEBB MORTGAGE DEPOT, INC. a Florida corporation (the "Corporation"), BYRON WEBB ("Webb"),
and MEDICAL CONNECTIONS, INC., a Florida Corporation ("Medical"), together with each of the Medical
Shareholders (as hereinafter defined).
A. The Corporation has offered to issue 444,600 shares of its common stock, $.001 par value (the "Common
Stock), to the holders of shares of the capital stock of Medical (the "Medical Shareholders") in exchange for their
contribution to the Corporation of all of the issued and outstanding capital stock of Medical (the "Medical
B. The respective Boards of Directors of the Corporation and Medical have determined that, subject to the
terms, conditions, agreements, representations and warranties set forth herein, the exchange contemplated herein
will serve the general welfare and advantage of their respective businesses.
C. Subject to the terms and conditions set forth herein, the Medical Shareholders desire to contribute all of the
shares of Medical capital stock for shares of Common Stock in the manner hereinafter set forth herein.
D. The exchange is intended to comply with the requirements of Section 368 of the Internal Revenue Code of
1986, as amended, the Treasury Regulations promulgated thereunder and the interpretive rulings issued pursuant
NOW, THEREFORE, in consideration of the foregoing recitals, as well as the mutual covenants hereinafter set
forth, the parties hereto, intending to be legally bound, hereby agree as follows:
Subject to the terms and conditions hereinafter set forth:
(a) Each Medical Shareholder agrees to contribute, transfer, assign and convey at Closing all of their Medical
Shares to the Corporation, together with all other rights, claims and interests he or she may have with respect to
Medical or its respective assets, an