Sample Business Contracts

Services Agreement - Prudential Real Estate Affiliates Inc. and Inc.

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                              SERVICES AGREEMENT

     This Services Agreement ("Agreement") made as of this 8th day of June,
1999 ("Effective Date") by and between The Prudential Real Estate Affiliates,
Inc. ("Prudential"), 3333 Michelson Drive, Suite 1000, Irvine, California 92612,
a Delaware corporation, and, Inc. ("Vendor"), 124 University Avenue,
Palo Alto, California 94301 organized and existing under the laws of the State
of Delaware.

     WHEREAS, Prudential is an internationally recognized franchisor of real
estate brokerage services with franchisees located throughout the United States
and Canada, and

     WHEREAS, Vendor provides services to the residential real estate brokerage
industry involving the creation of "virtual tours," involving-the use of 360
degrees imaging for internet property listings (the "Services").

     NOW THEREFORE, in consideration of the promises hereinafter set forth,
Vendor and Prudential acknowledge and agree as follows:

Section 1. Definitions

(a) "Internet Sites" means repository of data and other information in
    electronic form residing on one or more servers that cart be accessed via
    the World Wide Web.

(b) "Preferred Status" means a vendor of Prudential (i) for which Prudential
    enters into a similar type of vendor agreement as is represented by this
    agreement, including, but not limited to, all agreements with vendors of any
    and all types of Internet products and Services, and (ii) to which
    Prudential offers and receives the most advantageous terms, including but
    not limited to such terms as access to Prudential Affiliates and price (as
    specifically described in Section 10(i)), for any product or service that
    Prudential or Prudential Affiliates receives from such vendor.

(c) "Prudential Affiliates" means Prudential's franchisees, and such
    franchisee's employees and independent contractors.

(d) "Prudential Listing Site" means that certain Internet Site to be hosted by
    Prudential and currently located at, or at
    whatever location it may be for the Term of this Agreement.

(e) "" means that certain Internet Site currently located at, or whatever location that may be for the Term of
    this Agreement, and any additional Internet Sites of Vendor relating to
    existing residential real estate.

(f) "Term" means the term of the Agreement set forth in Section 6.


Section 2. Vendor Responsibilities

(a)  Vendor will be responsible for fulfilling all sales of virtual tour
     services to Prudential's members and agents. Vendor will maintain a network
     of service providers covering the United States and Canada to capture
     images of real estate and will process images to create 360 degrees virtual
     tours. Following processing, when the Prudential member or agent has
     purchased and requested posting of their tour to, will post virtual tours to and, if necessary, will
     work with Prudential to ensure the proper display of the virtual tours on
     the Prudential Listing Site at no additional cost to Prudential or the
     Affiliates provided that does not impose any additional fees on Vendor will use commercially reasonable efforts to negotiate no
     additional fees from

(b)  Vendor will use commercially reasonable efforts to make a member of its
     videographer service provider network available to capture virtual tour
     images of a property within forty-eight (48) hours of receiving an order.
     In addition, Vendor will use commercially reasonable efforts to process and
     post each virtual tour image within four (4) business days after capture of
     such image.

(c)  Vendor will maintain a toll-free support telephone line which Prudential
     Affiliates and other customers of Vendor may call with support questions.
     The hours of operation for the support telephone line will be, at a
     minimum, business days from 9:00 am to 5:00pm Eastern time. Vendor agrees
     to use commercially reasonable efforts to respond to all support-related
     phone calls, at a minimum, within one (1) business day.

(d)  Vendor will participate in marketing activities to the Prudential
     Affiliates as described in this Agreement. To the extent that Vendor's
     participation in any marketing and promotional activities involves payment
     of reasonable fees to Prudential, Vendor will pay such fees (which shall
     not include transaction fees) commensurate with its level of participation.

(e)  In the event of a termination of this Agreement, Vendor will permit any
     agreement it enters into with a Prudential Affiliate after the Effective
     Date of this Agreement to be terminated at the Prudential Affiliate's
     option (the "Affiliate Option") upon the earlier to occur of the next
     anniversary date of the effective date of such agreement between Vendor and
     the Prudential Affiliate or the expiration of sixty (60) days from the
     termination of this Agreement. In any event, concurrent with any action by
     Prudential to inform Prudential Affiliates of termination under this
     section, Prudential shall notify Vendor in writing of such intent and the
     actual wording of such action.

Section 3. Prudential Responsibilities

(a)  Except as otherwise set forth in this Agreement and subject to this Section
     3(a), Prudential shall not during the Term of this Agreement create or
     contract with any third party for the development of services that are the
     same or substantially the same as Services contemplated to be provided by
     Vendor under this Agreement (i.e., for use in the residential estate


     marketplace). In addition, Prudential shall use commercially reasonable
     efforts to endorse and promote Vendor as the Preferred Status for Services
     to Prudential Affiliates. Prudential will not, except as otherwise provided
     herein, permit any virtual tour images, in connection with residential real
     estate listings, of any third party vendor to be linked to, posted to or
     otherwise made available through the PREA Center or the Prudential Listing
     Site, except to the extent that such images are posted to
     Notwithstanding the foregoing, Vendor acknowledges and agrees that the
     Prudential Affiliates are not under the direct control of Prudential and
     that Prudential cannot ensure that such Prudential Affiliates will utilize
     Vendor's Services in any way. Prudential will not be restricted from
     accommodating those Affiliates that utilize alternative virtual tour
     solutions to the extent not restricted under Prudential's present agreement
     with RealSelect, Inc. Prudential will not, however, promote those
     alternative virtual tour solutions.

(b)  For purposes of this Agreement, Preferred Status shall permit Vendor to
     market, at Vendor's expense, its Services through certain of Prudential's
     various communications channels including "RockTalk," and fax broadcasts.
     Vendor shall participate in a minimum of ten (10) regional events per year
     (including "Cybercafes"), at the minimum of "Platinum Sponsor" level and an
     additional five (5) regional events per year at a level to be determined by
     Vendor and at Vendor's expense, including a full Vendor booth and Vendor-
     supplied marketing team to promote Prudential's and Vendor's relationship
     and to demonstrate Vendor's Services to Prudential Affiliates. Where
     Prudential provides speaking opportunities at regional events to vendors,
     Prudential will provide speaking opportunities to Vendor commensurate with
     Vendor's level of sponsorship. Vendor will, during the term of this
     Agreement, be the exclusive exhibitor of residential property virtual tour
     services at the Prudential annual business conference and Prudential
     regional events involving the Affiliates. An exhibitor of virtual tour
     services for the commercial market at such events will be informed of
     Vendor's preferred status and will be prohibited from promoting virtual
     tour services for residential properties at such event. Breach by the
     commercial exhibitor will result in termination of their participation at
     future similar events.

(c)  Within the first 30 days following the execution of the Agreement, Vendor
     will be introduced to all Prudential member offices located within Vendor's
     established service areas by written communication (which may be by
     electronic communication) from an executive of Prudential including a
     statement encouraging them to schedule office presentations by Vendor.
     Additionally, within 30 days following Vendor's expansion into new service
     areas, Vendor will be introduced to all Prudential Affiliates located in
     these new areas by written communication (which may be electronic
     communication) from an executive of Prudential including a statement
     encouraging them to schedule office presentations by Vendor. Vendor will be
     provided with a hard copy of the written communication to use in its
     marketing efforts to Prudential Affiliates.

(d)  Prudential will include prominent mention (commensurate with other
     Preferred Status service providers) of Vendor's virtual tour services in
     new materials prepared for its e-certification training.


(e)  Vendor will operate a booth at Prudential's annual conventions (at the
     highest level available in the first year) and will be given priority in
     selecting the location of the booth in accordance with its participation
     status on a first come, first served basis. Prudential will also provide
     Vendor with a speaking opportunity at the annual conventions commensurate
     with the level of sponsorship.

(f)  Prudential will promote Vendor's virtual tour services on Prudential's PREA
     Center as follows: Vendor will have the right to be in the supply catalogue
     with the option to sponsor a banner ad provided that Vendor will be
     responsible for the fees for same.

(g)  The Prudential Listing Site, including Vendor's 360 degrees images and
     related technology, will not include brand identifiers for Vendor except
     that (a) if Prudential permits a brand designation for any tools provider
     whose core service is the tools, which remains on the site for more than 90
     days, then Prudential shall permit a "powered by vendor" designation until
     such time as the other brand designation is removed from the site and (b)
     Vendor may have a brand identifier on the splash screen between scenes that
     it provides as part of the virtual tour in the form used by Vendor today
     subject to such material modifications as are approved by Prudential, which
     approval shall not be unreasonably withheld.

(h)  Prudential will explore the option of including on the Prudential Listing
     Site a Prudential-branded gallery of Vendor's virtual tours produced for
     Prudential's Affiliates and agents subject to design and construction

(i)  Within the first 30 days following the execution of the Agreement,
     Prudential will (subject to certain restrictions imposed by agreements with
     certain franchisees) supply to Vendor, Prudential's current list of
     franchisees for Vendor's use in marketing and promoting Vendor's virtual
     tour services. Thereafter, upon request, Prudential will supply to Vendor
     an updated list of franchisees no more than once each quarter during the
     term. This, and other information exchanged under the Agreement, will be
     subject to a confidentiality agreement.

(j)  Subject to the terms of this Agreement and subject to Prudential's
     approval, Prudential will grant Vendor a limited right to use Prudential's
     name, marks and logos in Vendor's marketing, promotional and financing
     materials. Prudential shall approve the reasonable use of its name, marks
     and logo in connection with a description of the relationship created by
     this Agreement in a prospectus prepared in connection with an IPO by
     Vendor, should one be undertaken.

Section 6. Term

     The term of this Agreement will commence upon its execution and shall
continue until the later to occur of (a) the termination of either the current
agreement between Vendor and RealSelect or the current agreement between
Prudential and RealSelect or (b) the expiration of 18 months from the date of
this Agreement (provided that, if either RealSelect relationship is


terminated, Prudential receives acceptable service at no additional cost),
unless sooner terminated by reason of material breach under terms of this
Agreement. Vendor may terminate this Agreement if Vendor is acquired by another
Prudential Preferred Status service provider and Prudential is assured of
continued service, in accordance with this Agreement, at no additional cost.
Prudential may terminate this Agreement if Vendor is acquired by a competitor of

Section 7. Termination for Breach

     This Agreement will terminate in the event a party breaches any material
term, condition or representation of this Agreement or materially fails to
perform any of its material obligations or undertakings hereunder, and fails to
remedy such default within sixty (60) days after being notified by the non-
breaching party of such breach or failure; provided, however, that the non-
breaching party will not unreasonably withhold or delay its consent to extend
the cure period if the breaching party has commenced cure during the sixty-day
notice period and diligently pursues cure of the breach.

Section 8. Confidential Information and Trade Secrets

(a) Both parties acknowledge that each may be provided with information about,
    and or brought into close contact with each others confidential and
    proprietary information or confidential information of third parties with
    which the parties conduct business. The confidential information of both
    parties and any such third parties is collectively "Confidential
    Information". In recognition of the foregoing, both parties covenant and

          (i)    that each party will keep and maintain all Confidential
                 Information in strict confidence, using such degree of care as
                 is appropriate to avoid unauthorized use or disclosure and, in
                 any event, no less care than it take with its own Confidential

          (ii)   that each party will not, directly or indirectly, disclose any
                 Confidential Information to anyone outside of their
                 organization, except with the other party's prior written

          (iii)  that each party will not make use of any Confidential
                 Information for its own purposes or the benefit of anyone or
                 any other entity other than the other party;

          (iv)   that (1) on termination of discussions with each other or, (2),
                 upon completion of this Agreement, or (3) at any time either
                 party may so request, the other party will deliver promptly to
                 the other, or, at either party's option, will destroy all
                 memoranda, notes, records, reports, media and other documents
                 and materials (and all copies thereof) regarding or including
                 any Confidential Information which it may then possess or have
                 under its control; and


          (v)  that each party will take no action with respect to the
               Confidential Information that is inconsistent with its
               confidential and proprietary nature.

(b)  Each party shall be permitted to disclose the Confidential Information only
     as follows: (a) to its employees and agents ("Employees") having a need to
     know such information in connection with the performance of this Agreement.
     Both parties shall instruct all such Employees as to their obligations
     under this Agreement, and shall obtain from such Employees their written
     acknowledgment and agreement to be bound by the terms and conditions of
     this Agreement prior to their being given access to the Confidential
     Information. Both parties shall be responsible for all their Employees'
     compliance with the terms of this Agreement; (b) if disclosure is required
     by law; however, either party notify the other in writing in advance of
     such disclosure, and provide such party with copies of any related
     information so that it may take appropriate action to protect the
     Confidential Information.

(c)  For purposes of this Agreement, Confidential Information shall include all
     business information of both parties, including the following:

          (i)   information relating to planned or existing computer systems and
                systems architecture, including computer hardware, computer
                software, source code, object code, documentation, methods of
                processing and operational methods;

          (ii)  policyholder data, customer data or lists, sales, profits,
                organizational restructuring, and new business initiatives and
                financial information;

          (iii) information that describes Prudential insurance and financial
                products, including actuarial calculations, product designs,
                real estate relocation services and how such products are
                administered and managed;

          (iv)  information that describes product strategies, tax
                interpretations, tax positions and treatment of any item; and

          (v)   information of third parties with which either party conducts

(d)  Notwithstanding the foregoing, Confidential Information shall not include
     information that (i) is or becomes generally known to the public not as a
     result of a disclosure by the receiving party, (ii) is rightfully in the
     possession of the receiving party prior to disclosure by other party, or
     (iii) is received by the receiving party in good faith and without
     restriction from a third party, not under confidentiality obligation to the
     other party, and having the right to make such disclosure. The parties
     acknowledge that the disclosure of Confidential Information may cause
     irreparable injury to the non-disclosing party and damages, which may be
     difficult to ascertain. Therefore, the aggrieved party shall, upon a
     disclosure or threatened disclosure of any Confidential Information, be
     entitled to seek injunctive relief, including, but not limited to, a
     preliminary injunction and an order of seizure and impoundment under
     Section 503 of the Copyright Act upon an ex parte application by the

     aggrieved party to protect and recover the Confidential Information and the
     disclosing party shall not object to the entry of an injunction or other
     equitable relief against it on the basis of an adequate remedy at law, lack
     of irreparable harm or any other reason. Without limitation of the
     foregoing, the disclosing party shall advise the other party immediately in
     the event that it learns or has reason to believe that any person or
     entity which has had access to Confidential Information has violated or
     intends to violate the terms of this Agreement.

Section 9. Intellectual Property

(a)  Nothing contained in this Agreement shall be construed as conferring from
     either party to the other any right to use, or to refer to in any
     advertising, publicity, promotion, marketing or other activities, any name,
     trade name, trade or service mark, or any other designation of either party
     or any of any of its affiliates, subsidiaries or organizations controlled
     by, or under common control with, it or them, including, but not limited
     to, any contraction, abbreviation or simulation thereof (collectively,
     "Intellectual Property Rights"), unless either party receives the prior
     written consent of the other. Both parties agree that they will not use the
     Intellectual Property Rights, in any marketing materials or advertisements
     for the Services or cause to have issued any circular, pamphlet, brochure
     or other publication using the Intellectual Property Rights without the
     prior written consent of the other party, which consent shall not be
     unreasonably withheld or delayed. Both parties further agree that upon
     termination of this Agreement, each shall immediately cease and discontinue
     all use of the Intellectual Property Rights. In no event may either party
     or any affiliated or associated person or entity utilize the Intellectual
     Property Rights in connection with any products or Services other than
     described in this Agreement. Both parties further acknowledge and agree
     that this Agreement does not create or grant any rights in each other to
     use any intellectual property rights owned or controlled by any Prudential

(b)  Vendor acknowledges and agrees that if Prudential requests that Vendor
     perform any services or develop any work product, including, but not
     limited to, all materials, products, forms, electronic forms converted,
     from various defined format, reports, computer programs (source and object
     code), documentation, deliverables and inventions developed or prepared by
     Vendor and funded by Prudential, (the "Work Product"), the parties must
     execute a Statement of Work issued under this Agreement and such Statement
     of Work must indicate the ownership rights of Prudential and Vendor in the
     Work Product, as well as the prices, delivery date, acceptance criteria,
     and all particulars of the assignment and project.

(c)  All "Vendor Technology," as that term is defined below, whether or not
     produced for Prudential Affiliates and whether or not linked to the PREA
     Center and/or the Prudential Listing Site, are, and at all times will
     remain, the exclusive property of Vendor, and no provision of this
     Agreement implies any transfer to Prudential or Prudential Affiliates of
     any ownership interest in any Vendor Technology.

  Vendor hereby grants to Prudential a nonexclusive, worldwide, royalty-free,
  nontransferable license to include on the PREA Center and/or the Prudential
  Listing Site links to Vendor's virtual tour images on Vendor's servers solely
  for the purposes contemplated in this Agreement. The foregoing license does
  not include any right to grant or authorize

     sublicenses. As used herein, "Vendor Technology" shall mean virtual tour
     images and software and hardware used to capture, process and view the
     virtual tour images.

Section 10. Covenants and Warranties

Vendor hereby warrants and represents that:

(a)  None of the Services, any information or data provided by Vendor, nor any
     portion thereof contain language or material which is obscene, libelous,
     slanderous or defamatory and will not infringe upon or give violate any
     patent, copyright, trade secret or other property right of any other party;

(b)  Vendor has all necessary rights required to provide the Services, any
     information or data provided by Vendor under this Agreement. Vendor shall
     pass through and assign, and hereby passes through and assigns to
     Prudential to the extent some may be assigned, all warranties and
     indemnification provided to Vendor by the manufacturer(s) of such third
     party materials, including the right to enforce such warranties and
     indemnification directly against said manufacturers;

(c)  The Services were not developed by utilizing any information which may be
     considered confidential information of, or proprietary to, any prior
     employer or any other person or entity;

(d)  Services shall be performed in a workmanlike manner;

(e)  It has all consents, permissions or licenses necessary to perform the
     Services hereunder;

(f)  That the Services provided under this Agreement shall provide "fault free
     performance" in the processing of date and date related data (including,
     but not limited to calculating, comparing and sequencing) by all hardware
     and software products, individually and in combination, from the date
     hereof and that the advent of the year 2000 shall not adversely affect
     performance of the Services. "Fault free performance" shall include the
     manipulation of data when dates are in the 20/th/ and 21/st/ centuries and
     shall be transparent to the user.

(g)  All written information provided to Prudential about Vendor, the principal
     owners of Vendor or the finances of any such persons or entities, was or
     will be at the time delivered, true, accurate and complete in all material
     respects, and such information contained no misrepresentation of a material
     fact, and does not omit any material fact necessary to make the information
     disclosed not misleading under the circumstances in which it is disclosed.

(h)  Vendor will comply with all applicable local, state and federal laws and
     regulations governing this Agreement and the provision of the Services to

(i)  During the Term, and any renewal therof, Vendor's price for the chargeable
     Services offered to Prudential of Prudential Affiliates shall be at least
     as low as Vendor's lowest charge for similar Services to Vendor's similarly
     situated customers after the Effective Date taking into consideration the
     quality and quantity of the Services purchased and the time of purchase and
     region where the purchaser is located. Vendor further represents and
     warrants that during the Term, Vendor shall provide to Prudential and
     Prudential Affiliates Private Label Access to the most then-currently
     available technology or content offerings at the same time such Services
     are offered by Vendor to any other similar entity.

(j)  Both parties will assign project managers to oversee this Agreement. Vendor
     and Prudential agree to meet semi-annually with each other at a mutually
     agreed upon location to discuss and resolve any service issues or other
     concerns which the Prudential and or the Prudential Affiliates may have. In
     addition, Vendor will use commercially reasonable efforts to respond to all
     Prudential Affiliates' complaints within twenty-four (24) business hours
     from receipt and to resolve such complaint as soon as it is commercially

Prudential hereby warrants and represents that:

(a)  All written information provided to Vendor about Prudential, the principal
     owners of Prudential or, to the best of Prudential's knowledge, Prudential
     Affiliates, or the finances of any such persons or entities, was or will be
     at the time delivered, true, accurate and complete in all material
     respects, and such information contained no misrepresentation of a material
     fact, and does not omit any material fact necessary to make the information
     disclosed not misleading under the circumstances in which it is disclosed;

(b)  Prudential will comply with all applicable local, state and federal laws
     and regulations governing this Agreement and the provision of any
     information or data to Vendor.

(c)  During the Term, and any renewal thereof, Prudential's price for the
     chargeable services or access to Prudential or Prudential Affiliates
     offered to Vendor shall be at least as low as Prudential's lowest charge
     for similar services and access offered to Preferred Status vendors or
     otherwise similarly situated customers after the Effective Date. Prudential
     further represents and warrants that during the Term, Prudential shall
     provide to Vendor the most then-currently available information or data, if
     any, at the same time such are offered to other such vendors.

          The parties acknowledge and agree that, notwithstanding anything to
the contrary set forth in this Agreement, the limitations on a party's liability
set forth in Section 14 shall not serve to limit: (i) Vendor's liability arising
from Vendor's breach of warranties set forth in Sections 10(a), 10(b) or 10(c);
or (ii) a party's liability for any claim, action or loss, arising out of or
relating to personal injury or property damage caused by the act or omission of
such party and such party's personnel.

Section 11. Assignment


     Except as set forth in this Agreement, neither party may assign this
Agreement, in whole or in part, without the other party's prior written
consent, except that no such consent will be required in connection with a
merger, reorganization, acquisition, consolidation, or sale of all, or
substantially all, of such party's assets, or if either party assigns this
agreement to its parent organization or wholly owned subsidiary. Any attempt to
assign this Agreement other than as permitted herein will be null and void. This
Agreement will inure to the benefit of and bind the parties' respective
successors and permitted assigns. Notwithstanding the foregoing, either party
may terminate this Agreement if the other party assigns this Agreement to one of
its competitors.

Section 12. Independent Contractor

(a)  Neither Vendor nor any of its agents nor any of their respective employees
     who perform work in connection with the provision of Services shall for any
     purpose including (but not limited to) federal or state tax purposes be
     considered an employee or agent of Prudential or any of its affiliates or
     subsidiaries. No such person shall be entitled to participate in
     Prudential's employee insurance and retirement programs. Vendor (or, in the
     case of persons employed by any agent, such agent) shall treat any such
     person as its employee for all purposes, including (but not limited to) the
     payment of federal, state and local employment and social security taxes
     and shall deduct from such person's salaries all applicable taxes, charges
     for benefits and any and all other deductions and withholdings which are
     required by law.

(b)  In addition to all other requirements herein, Vendor shall have full
     responsibility for the actions and omissions of all personnel employed by
     Vendor or any agent who are involved in performing Services and for any
     Losses (as defined in Section 15) arising therefrom.

Section 13. Prohibition of Conflict of Interest

     During the Term of this Agreement, neither party shall engage in activities
which, in the reasonable judgment of the other, are violative of the spirit of
this Agreement.

Section 14. Limitation of Remedies



Section 15. Indemnification

     Subject to Section 14, Both parties agree to indemnify each other (and
their affiliates, and their respective directors, officers and other employees,
and all other persons and entities acting on behalf of or under the control of
any of them) against, and hold each other (and them) harmless from Losses that,
may be sustained by the other (or them) by reason of any misrepresentation, or
negligent or wrongful acts or omissions, or incorrect warranty, or any breach of
any representation or warranty, covenant, agreement, obligation or undertaking
in this Agreement by either party or its directors, officers, employees or other
representatives, or by any person or entity acting on behalf of or under control
of either party. The term "Losses" shall include but not be limited to costs,
claims, damages, legal fees (including, but not limited to, reasonable fees and
disbursements of counsel incurred by either party in any action or proceeding
between each other or between either party and any third party), liabilities,
penalties and expenses. The indemnifying party shall have the right to control
the defense or settlement of any claim, suit or demand made by a third party,
provided that any settlement by indemnifying party which obligates an
indemnified party to a payment obligation thereunder will be void. The
indemnified party shall notify the indemnifying party within a reasonable time
of, and provide reasonable cooperation, at the indemnifying party's expense,
in connection with the defense of, any claims, suits or demand is for which the
indemnifying party is responsible under this Section.

Section 16. Equal Employment Opportunity; Compliance

     The following clauses shall apply if required by applicable law with
respect to the performance of this Agreement and if this Agreement is not
otherwise exempt under federal law or applicable regulations:

(a) Vendor represents that it is an equal opportunity employer, as described in
    Section 202 of Executive Order 11246, dated September 24, 1976, as amended,
    and, as such, agrees to comply with the provisions of said Executive Order
    and its implementing regulations during the performance of this Agreement;

(b) Vendor agrees to comply with the affirmative action requirements of Part 60-
    741.4 Title 41, Code of Federal Regulations, with respect to handicapped
    workers during the performance of this Agreement; and

(c) Vendor agrees to comply with the affirmative action requirements of Part
    60-240.4, Title 41, Code of Federal Regulations, with respect to Disabled
    Veterans and Veterans of the Vietnam Era during the performance of this
    Agreement; and

(d) Vendor agrees to comply with the provisions of Executive Order 11625 and its
    implementing regulations with respect to the utilization of minority
    business enterprises during the performance of this Agreement.

Section 17. Communications

     All notices requests, demands and other communications under this Agreement
shall be in writing and shall be delivered personally or by certified mail and
be deemed to have been duly given: (a) on the date of service if served
personally on the party hereto to whom notice is to be given; (b) on the day
after delivery if by certified mail. All notices and other written
communications under this Agreement shall be addressed as follows:

     If to Vendor

          124 University Avenue
          Palo Alto, California 94301
          Attention: Hunter Farrell

     If to Prudential:

          The Prudential Real Estate Affiliates, Inc.
          3333 Michelson Drive
          Suite 1000
          Irvine, California 92612
          Attention: Michael Wasenius

          The Prudential Real Estate Affiliates, Inc.
          200 Summit Lake Drive
          Valhalla, New York 10595
          Attention: Michael Wasenius

     Any party hereto may change its address for the purpose of this Section by
giving the other party written notice of its new address in the manner set forth

Section 18. Survival

     Both parties' representations, warranties, confidentiality and obligations
set forth in this Agreement shall survive the expiration, termination or
rescission of this Agreement and continue in full force and effect.

Section 19. Section Headings

     The headings of the sections of this Agreement are inserted for convenient
reference only and are not intended to be part of or to affect the meaning or
interpretation of this Agreement.

Section 20. Publicity

     Both parties agree not to disclose to any third party the terms or
conditions of this Agreement, without the prior express written consent of the
other. Notwithstanding the preceding

sentence, the parties agree to release a press announcement within 30 days of
the Effective Date describing the Preferred Status of the Vendor under this
agreement (subject to "Quiet Period" restraints, if any).

Section 21. Applicable Law and Forum

     This Agreement shall be governed by the laws of the State of New York
without regard to conflicts of laws. Vendor and Prudential hereby agree on
behalf of themselves and any person claiming by or through them that the sole
jurisdiction and venue for any litigation arising from or relating to this
Agreement shall be an appropriate federal or state court located in Orange
County, California.

Section 22. Entire Agreement

     This Agreement constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements, understandings, negotiations and discussions,
whether oral or written, of the parties. In the event of a conflict between the
terms of this Agreement and those appearing on the face or reverse of any
document provided by Vendor, the terms and conditions of this Agreement shall
prevail, except as expressly provided in this Agreement. In the event of a
conflict between the terms of this Agreement and the letter of intent, the terms
and conditions of this Agreement shall prevail, except as expressly provided in
this Agreement.

Section 23. Severability

     If any provision of this Agreement shall be declared null, void or
unenforceable in whole or in part by any court, arbitrator or governmental
agency, said provision shall survive to the extent it is not so declared and all
the other provisions of this Agreement shall remain in full force and effect
unless, in each case, such declaration shall serve to deprive any of the parties
hereto of the fundamental benefits of this Agreement.

Section 24. Amendments

     No amendment or modifications to this Agreement shall be valid or
enforceable unless in writing executed by the authorized representatives of
Prudential and Vendor.

Section 25. Waiver

     No term or provision hereof shall be deemed waived and no breach hereof
shall be deemed consented to, unless such waiver or consent, as the case may be,
is express and in writing signed by the party claimed to have waived or
consented. No such waiver shall constitute a waiver of any other term or
provision hereof, and no such consent shall constitute a consent to any other
breach hereof.

Section 26. Insurance


     Vendor shall obtain from a company or companies acceptable to Prudential
and maintain in force during the Term of this Agreement and for not less than
two (2) years thereafter, the following insurance coverage in at least the
amounts indicated:

-    Worker's Compensation                 -    Statutory
-    Employer's Liability                  -    Not less than $250,000
-    Comprehensive General Liability       -    Not less than $1,000,000.

Where applicable, the above policy shall name Prudential as an additional
insured. Vendor shall, upon request, provide Prudential with a certificate or
Certificates of Insurance evidencing that the above-noted insurance requirements
have been satisfied and specifying the Prudential shall receive a 30-day advance
notice of any reduction in coverage.

Section 27. Attorneys' Fees

     Notwithstanding any limitation herein, in any litigation between the
parties hereto arising out of or with respect to this Agreement, the prevailing
party shall be entitled to recover reasonable attorneys' fees (including, but
not limited to, allocated costs of in-house staff counsel) and court costs.

Section 28. Force Majeure

Nonperformance of either party will be excused to the extent that performance is
rendered impossible by storm, lockout or other labor trouble, riot, war,
rebellion, strike, fire, flood, accident or other act of God, governmental acts,
orders or restrictions, or any other reason where failure to perform is beyond
the control and not caused by the gross negligence or willful misconduct of the
non-performing party.

Section 29. Counterparts; Facsimile Signatures

This Agreement may be executed by exchange of signature pages by facsimile
and/or in any number of counterparts, each of which shall be an original as
against any party whose signature appears thereon and all of which together
shall constitute one and the same instrument.

Section 30. Relocation Services

Before the close of 3rd quarter, 1999, project managers for the parties will
make reasonable efforts to create a written plan, which will if created, would
be incorporated into an amendment to this Agreement, aimed both at: (a)
developing and implementing ways to feature and promote's virtual
tour services in the relocation marketplace; and (b) enhancing and supporting
Prudential's relocation services and its clients. Such possibilities include
virtual tours of communities and corporate housing. The plan shall be subject to
the mutual agreement of the parties.


Section 31. Disclaimer


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized representatives as of the day and
year above written.


By: /s/ Lyle Fuller                     By: /s/ Andrew P. Laszlo
    -----------------------------           ---------------------------

Name: Lyle Fuller                       Name: Andrew P. Laszlo
      ---------------------------             -------------------------

Title: Vice President, eBusiness        Title: SVP, Business Development
       --------------------------              -------------------------

Date:  June 16, 1999                    Date:   6/17/99
       --------------------------             -------------------------