Sample Business Contracts

Internet/Business Site & Host Agreement - Re/Max International Inc. and Webb Interactive Services Inc.

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     This Agreement ("AGREEMENT") is entered into and effective this _____ day
of January, 2000 by and between RE/MAX International, Inc. ("RE/MAX"), a
Colorado corporation with its principal place of business at 8390 East Crescent
Parkway, Suite 600, Greenwood Village, CO 80111 and Webb Interactive Services,
Inc. ("Webb"), a Colorado corporation (formerly known as Online System Services,
Inc.) with its principal place of business at 1800 Glenarm Place, Denver, CO

     WHEREAS, RE/MAX is interested in maintaining for itself and providing to
its affiliates a private site on the World Wide Web ("WWW") for their use in
communicating with RE/MAX and its approved suppliers and benefiting from an
array of other service capabilities and is desirous of assuring that such site
is always competitive, if not state of the art, and regularly enhanced to take
full advantage of emerging technologies, such site being a password protected
area on the WWW using HTML documents, Active Server Pages, Databases, Forums,
Chat Rooms and other features and technologies, all combined to present a
virtual RE/MAX community which is referred to as "RE/MAX Mainstreet".

     WHEREAS, in accordance with the terms and specifications set forth in the
Internet/Business Site Development & Host Agreement entered into by the parties
effective November 12, 1997 (the "Original Agreement"), Webb designed and
developed and is currently hosting RE/MAX Mainstreet;

     WHEREAS, since the development of RE/MAX Mainstreet, Webb has substantially
revised and improved its community software and is currently offering and
marketing a suite of services under the name CommunityWare<-1-228>/XML, which
software utilizes a new architecture/platform (herein
"CommunityWare<-1-228>/XML") which platform is well-suited for use with RE/MAX
Mainstreet; and

     WHEREAS, Webb and RE/MAX desire to replace the Original Agreement in order
to better provide for the continued hosting, maintenance and enhancement of
RE/MAX Mainstreet by basing the R/M Customized Software (as hereinafter defined)
on CommunityWare<-1-228>/XML in order to substantially reduce the amount of
customized software utilized in RE/MAX Mainstreet.

     NOW THEREFORE, in consideration of the mutual covenants set forth herein,
the parties hereto agree as follows:


     For purposes of this AGREEMENT and their relationship, the following terms
     shall have the meanings assigned to them.

     a.   "Host Services": That collection of services specified to be provided
          by the entity acting as host of RE/MAX Mainstreet, including without
          limitation, services such as security, help desk, billing, Email and
          other specified ancillary services commonly or customarily performed
          by a site host.

     b.   "Deliverables": The components of the online services and capabilities
          specified for subscribers to RE/MAX Mainstreet, including without
          limitation, Host Services, HTML documents, Active Server Pages,
          Databases, Forums, Message Conferences, Chat, a Moderated Library and
          other services and capabilities specified in this AGREEMENT.

     c.   "Embedded Software": Commercially available, third party software such
          as Microsoft SQL Server, Microsoft Internet Information Server,
          Microsoft Commerce Server and Internet Explorer 4.0 Browser, which
          software is not owned by Webb, but is or may be used by Webb in its
          solutions to RE/MAX's business web site objectives.

     d.   "Developed Software": Software developed and owned exclusively by
          Webb, including without limitation, that software developed using XML
          or ASP Technology for highly flexible, database-driven WWW web sites
          and that software developed by Webb to enhance or supplement the
          CommunityWare<-1-228>/XML Interact Software and/or compliment or
          integrate the Embedded Software in the creation of the R/M Customized

     e.   "CommunityWare<-1-228>/XML Interact Software": An integrated,
          creatively interfaced combination of Developed Software and Embedded
          Software which serves as Webb's basic suite of virtual community
          products and upon which RE/MAX Mainstreet is and is to be based.

     f.   "R/M Customized Software": "CommunityWare<-1-228>/XML Interact
          Software as customized, enhanced and modified by Developed Software
          and Embedded Software to meet the objectives of RE/MAX for "RE/MAX

     g.   "RE/MAX Mainstreet": The RE/MAX highly flexible, functional,
          scaleable, easy-to-use, database driven business, virtual community
          web site which utilizes the R/M Customized Software and which
          satisfies all criteria and specifications identified in the Original

     h.   "Residual Information": Information in non-tangible form, which may be
          retained by persons within Webb's organization who have participated
          in the development and delivery of the R/M Customized Software and/or
          the RE/MAX Mainstreet site.


     Webb hereby agrees to maintain the R/M Customized Software and to migrate
     the R/M Customized Software to the CommunityWare<-1-228>/XML platform that
     are deemed to be in the best interests of both parties incrementally in the
     year 2000, to the R/M Customized Software in order to improve its
     functionality, scalability and ability to be enhanced and, utilizing such
     software, to provide a fully operational, subscriber accessible, virtual
     community business suite exclusively for RE/MAX and its affiliates, such
     site being known as "RE/MAX Mainstreet" and which site provides all of the
     Deliverables listed below, all of which have been previously developed,
     tested, approved and released to production, such that each Deliverable
     satisfies its corresponding specifications (See for specifications,
     Exhibits "A" through "J" to the Original Agreement):

     a.   Message Conferences: Unlimited number of RE/MA defined collaborative
          subscriber-to-subscriber messaging conferences consistent with the
          specifications set forth in Exhibit A to the Original Agreement.

     b.   Chat Interactive Topic Discussions: Chat Lobbies and no fewer than
          fifteen (15) conference rooms for each message conference to
          facilitate multiple simultaneous interactive group discussions by
          topic per chat room with capability for accommodating peak periods of
          demand and otherwise consistent with the specifications of Exhibit B
          to the Original Agreement.

     c.   Moderated Libraries: Libraries for each messag conference to enable
          the moderated posting and retrieval of subscriber files (documents,
          forms, graphics) consistent with the specifications set forth in
          Exhibit C to the Original Agreement.

     d.   EMail Capabilities: Forwarding Email accounts handled on a proxy basis
          per designated address and addressee information, i.e.,
          username@REMAX.NET, assigning a unique address per subscriber,
          maintaining a searchable e-mail address directory online, and
          otherwise consistent with the specifications set forth in Exhibit D to
          the Original Agreement.

     e.   Flexibility for Future Expansions/Enhancements/Mobility: Design
          features which assure maximum flexibility to meet future demands and
          take advantage of future technologies, assure functional, scaleable,
          and easy to use features which will enable RE/MAX to adapt to changing
          uses or demands, consistent with the specifications set forth in
          Exhibit A through F attached to the Original Agreement.

     f.   Linking and Bridging Capabilities: System flexibility fo creating data
          entry, transfer, and retrieval and communication links to third party
          service and content providers on the WWW consistent with the
          specifications set forth in Exhibit E attached to the Original

     g.   Administrative Capabilities: A CommunityWare <-1-228>/XML Interact
          administrator interface which provides for administering and reporting
          on the subscriber accounts, structure of the conferences, chat rooms,
          libraries, content (graphics and text), and other components of RE/MAX
          Mainstreet and otherwise consistent with Exhibit F attached to the
          Original Agreement. In addition, RE/MAX shall have file transfer
          protocol access for upgrading graphics and layout content for the
          RE/MAX Mainstreet site.

     h.   Telephone Help Desk: On call subscriber help desk and support
          capabilities which will provide subscribers the ability to speak to a
          technical support agent within (3) minutes of receiving the call.
          Support will be available 18 hours per day, seven (7) days a week. In
          addition, technical support will be accessible via Email with a
          response within 24 hours and otherwise consistent with Exhibit G
          attached to the Original Agreement.


     During the term of this AGREEMENT, on and subject to the terms and
     conditions set forth below in this Paragraph 3, Webb hereby grants to
     RE/MAX a limited license to use the R/M Customized Software.


     Webb hereby agrees that included within the software license set forth
     above in Paragraph 3 hereof is a commitment for the term of the license to
     notify RE/MAX of upgrades and enhancements as they become known to Webb and
     to give RE/MAX the option, at RE/MAX's sole cost and expense, as described
     in sections 9.a and 9.b, to have those upgrades or enhancements built into
     the R/M Customized Software and/or otherwise included in RE/MAX Mainstreet.
     In the event RE/MAX elects to include any such upgrade or enhancement, Webb
     shall acquire any rights in software required and make such modifications
     in the R/M Software as are necessary to include the selected enhancement or
     upgrade. In all cases, Webb modifications to software shall be accomplished
     with a minimum of disruption of the Host Services and RE/MAX Mainstreet's
     online availability.

     Additionally, in the event RE/MAX becomes aware of any software, feature,
     enhancement, or of new technology that RE/MAX believes may be advantageous
     for RE/MAX Mainstreet, RE/MAX will notify Webb and Webb will endeavor to
     develop a proposal to RE/MAX for the inclusion of the same in RE/MAX
     Mainstreet and such proposal shall include plans, costs and terms for
     maintaining such software, feature enhancements or new technology. RE/MAX
     shall have the right to seek directly other bids from third parties and to
     present the same to Webb. If Webb is unwilling or unable to include the
     feature of interest at a cost below or not more than ten percent (10%)
     above the best competing proposal, RE/MAX shall have the right to have such
     feature built into the R/M Customized Software and RE/MAX Mainstreet by a
     third party selected by RE/MAX. Webb agrees to cooperate with such third
     party or, in the alternative, to provide such access to its documentation
     and source codes as may be necessary to enable such third party to include
     such feature in the R/M Customized Software and RE/MAX Mainstreet. The
     function of maintaining the R/M Customized Software as modified shall still
     be the responsibility of Webb and the costs thereof shall still be deemed
     to be included in the monthly fee except where additional costs are
     approved as part of the proposal approval process, in which case RE/MAX
     shall bear such additional cost.


     Webb hereby agrees that RE/MAX shall have the right to develop or require
     Webb to accommodate data insertion and retrieval links and communication
     links on the WWW with third party providers of services and/or content. For
     example, RE/MAX shall have the right at any time during the term of this
     AGREEMENT, to develop itself, or require Webb to develop, a link between
     RE/MAX Mainstreet and a third party web site through which link subscribers
     to RE/MAX Mainstreet could view and use that web site without leaving the
     RE/MAX Mainstreet web site. Should there be costs to Webb involved in
     satisfying RE/MAX's request for any such link, it is understood that such
     costs shall be paid or reimbursed by RE/MAX, but only to the extent they
     are reasonable and represent the published rates for any engineering or
     project management time required and the actual out of pocket costs
     incurred by Webb without any mark-up or surcharge and that such costs are
     consistent with estimates, quotes, or proposals submitted to RE/MAX by Webb
     in advance. It is further understood that RE/MAX will be solely responsible
     for any subscriber fee or access fee associated with access to any such
     third party provider. Furthermore, RE/MAX shall have the right to divide
     any additional income generated from any such link with the third party
     provider, and do so with no duty to account or disclose to Webb the details
     of its relationship with such third party provider, and without sharing
     with Webb any portion of the additional income.


     RE/MAX hereby transfers and assigns to Webb all of RE/MAX's right, title
     and interest to the computer equipment purchased pursuant to Paragraph 7 of
     the Original Agreement.


     Webb hereby agrees to host RE/MAX Mainstreet and to provide all services
     contemplated by the role of community web site host and all services of an
     administrative or ancillary nature, including without limitation,

     security, help desk, subscriber billing, and billing administration, online
     credit card validation and/or charge authorizations, monthly, or, if
     required, more frequent, ongoing, maintenance of the foregoing functions as
     well as the basic functions of the RE/MAX Mainstreet web site, all
     consistent with the specifications set forth in Exhibit H to the Original
     Agreement. It is understood that on or around January 15, 2000, all aspects
     of the current subscriber billing system will be removed from RE/MAX


     RE/MAX reserves the right to move RE/MAX Mainstreet to a new hosting entity
     and to use the escrowed copy of the R/M Customized Software if necessary to
     continue RE/MAX Mainstreet in any of the following circumstances:

     a.   Any failure or disruption in the business of Webb due to any
          bankruptcy filing on behalf of Webb or any other event which threatens
          the ability of Webb to continue to perform its obligations under this

     b.   Any change in ownership or control of Webb to any entity or
          organization which competes directly or indirectly with RE/MAX or its

     c.   The disruption of access by subscribers (other than planned downtime)
          which causes the site to be available for less than 98% of the time
          during any calendar quarter.

     d.   Reports to RE/MAX from the greater of (i) one percent (1%) of the
          subscribers to RE/MAX Mainstreet or (ii) fifty (50) subscribers to the
          effect they cannot get online or they have difficulty getting access
          to RE/MAX Mainstreet, that chat rooms are not available, Email is not
          functioning, security has been breached, access to the Help Desk at
          RE/MAX Mainstreet is difficult, or any other similar type of problem
          which continues to be reported to RE/MAX thirty (30) days after Webb
          has been notified in writing of such problem.

               The transfer of the Host Services function to a new entity shall
               not relieve Webb of its other obligations under this AGREEMENT or
               the software license set forth herein. RE/MAX understands that
               because of the complexity of the hosting environment, moving
               RE/MAX Mainstreet to a new hosting entity would require
               significant re-engineering of many aspects of the site.


     RE/MAX shall pay Webb monthly for the license and services provided
     pursuant to this Agreement as follows:

     a.   Fixed Fee for Hosting, Maintenance of Site and Software License: A fee
          of $20,000 per month shall be paid for Webb's hosting of RE/MAX
          Mainstreet, for Webb's providing standard maintenance and support for
          the services covered by this AGREEMENT and for the limited license
          provided in accordance with Paragraph 3 of this AGREEMENT. Standard
          maintenance and support includes fixing of any software problems
          required to provide the services contemplated by this AGREEMENT but do
          not include cosmetic changes or functional enhancements. Included with
          the monthly fee is the availability to RE/MAX of forty (40) hours per
          month of engineering and project management time which Webb will make
          available for site enhancements, to make changes to the user
          interface, to add new features or to integrate new core features of
          CommunityWare<-1-228>/XML and to integrate with third-party software.

     b.   Variable Fee for Cost Support and Additional Site Enhancement
          Services. A monthly fee equal to the greater of $3,000 or $1.20 per
          minute of call support provided during each month shall be paid for
          telephone support to be provided by Webb or by a third-party retained
          by Webb to provide call support to the subscribers to RE/MAX
          Mainstreet. In addition, Webb will provide engineering and project

          management services in excess of the forty (40) hours included in the
          fixed monthly fee as desired by RE/MAX, such services to be provided
          at Webb's published rates. Webb will provide the estimates of the time
          required to complete desired enhancements if so requested by RE/MAX.
          Webb may provide promotional support for RE/MAX Mainstreet and will
          provide estimates of the costs required for any travel, trade show
          materials, etc. that may be requested by RE/MAX. These costs will be
          paid by RE/MAX for each occurrence on a pass through basis.

     c.   Reduction in Fixed Monthly Fee. In the event that RE/MAX shall move
          RE/MAX Mainstreet to a new hosting entity in accordance with the
          provisions of Paragraph 8 hereof, the fixed monthly fee provided for
          in Paragraph 9(a) above shall be reduced to $17,500 per month.

     d.   Payment Terms. Webb shall bill RE/MAX monthly for the fixed and
          variable monthly fees for the preceding month, which invoices shall be
          paid within thirty (30) days of the receipt thereof.

     e.   These new payments are to take effect January 1 2000, with the first
          invoice at January 2000 month-end.


     Except for the rights under the license herein granted to RE/MAX and
     otherwise specifically addressed in this AGREEMENT, it is hereby
     acknowledged and agreed to by Webb and RE/MAX that all rights of any nature
     whatsoever in and to the Developed Software, the CommunityWare<-1-228>/XML
     Interact Software and the R/M Customized Software are retained by Webb.


          Webb shall own all worldwide rights, title, and interest in and to the
Developed Software, including copyright right, and also in and to any software
tools, specifications, ideas, concepts, know-how, processes, and techniques used
by Webb in performing the services covered by this AGREEMENT (collectively
"Proprietary Technology"), including all Intellectual Property rights therein.
Nothing in this AGREEMENT or otherwise shall be deemed to prohibit or limit in
any way Webb's right to use the Proprietary Technology (as defined herein) or
Residual Information, in whole or in part, to develop and market any software
that is the same in any or all respects as the Developed Software, or to develop
other software products or applications for Webb customers. Webb acknowledges
and agrees that during the term of this Agreement and any renewals thereof, Webb
shall not reuse any code custom developed for RE/MAX for a real estate service
business or any other business or enterprise that directly or indirectly
competes with RE/MAX or any of its corporate affiliates, RE/MAX Broker/Owners or
RE/MAX Affiliates, including but not limited to, any business that provides real
estate brokerage or property management services, sells or markets real estate
franchises or provides corporate relocation services ("RE/MAX Competitor" or to
any company that has an ownership interest of 10% or more in a RE/MAX Competitor
or to any other person or entity.") Webb agrees to not allow its key staff
dedicated to this effort to work on other real-estate projects during the term
of this contract.


     RE/MAX hereby acknowledges that the Documentation and Source Codes for the
     R/M Customized Software may contain trade secrets and confidential
     information of Webb and that providing the R/M Customized Software, in
     whole or in part, to any unauthorized third parties would be harmful to the
     interests of Webb. RE/MAX agrees, therefore, to use reasonable efforts to
     supervise, manage and control the R/M Customized Software, and to safeguard
     all copies of the same licensed under this AGREEMENT using the same degree
     of care that RE/MAX uses to safeguard its own proprietary materials. RE/MAX
     agrees that, except to the extent expressly authorized in this AGREEMENT or
     the license contained herein, it will not sub-license, re-sell, or
     otherwise authorize any other party to possess or obtain the R/M Customized
     Software, or to reverse engineer the R/M Customized Software.


     RE/MAX shall own all worldwide rights, title, and interest in and to its
     name and logos and all other components of graphical and textural content
     used in, or in connection with, the promotion of RE/MAX Mainstreet and
     RE/MAX shall own all rights, title, and interest in the name "RE/MAX
     Mainstreet" and in the URL address selected for the site. All use of the
     RE/MAX marks in connection with the web site shall inure exclusively to the
     benefit of RE/MAX. RE/MAX shall also own exclusively all data entered by
     subscribers and/or by RE/MAX or third parties and Webb shall periodically
     create back-up tapes of such data for its safekeeping. RE/MAX shall also
     own exclusively all subscriber data, including without limitation,
     subscriber name, address, telephone number, FAX number, credit card numbers
     and expiration dates, and all other data collected or developed in
     reference to subscribers individually or collectively as a subscriber base.
     In no event shall Webb disclose, sell, market, use, distribute, or provide
     to any third party or governmental agency any form of name, address, phone
     number, user name, Email address or other listing, either physically or
     electronically, or provide any form of online solicitation rights or
     opportunities to any third party or governmental agency. Webb itself shall
     not solicit or communicate directly with the subscriber base for RE/MAX
     Mainstreet, except with the prior written consent of RE/MAX to the subject
     matter and content of such communication, and such prior written authority
     shall be required of RE/MAX for each proposed communication, the overall
     objective being to minimize the volume of unwanted solicitations over
     RE/MAX Mainstreet. Webb and RE/MAX shall maintain a guideline for
     responding to requests by subscribers, for global Email messages to all or
     large groupings of subscribers, and Webb shall follow such guideline. Webb
     shall periodically provide RE/MAX with a back-up tape setting forth all
     subscriber information on file for safekeeping by RE/MAX.


     Webb hereby acknowledges that the name "Mainstreet" for real estate
     industry-related web site is unique to RE/MAX and the database, subscriber
     information, and content of RE/MAX Mainstreet may contain trade secrets,
     confidential information, and/or highly sensitive data and that RE/MAX
     and/or its subscriber base will be irreparably damaged if such information
     were disclosed, sold, or otherwise distributed or made public. Webb
     acknowledges that RE/MAX is the exclusive owner of such data, content, and
     information and Webb agrees not to challenge the validity of any mark owned
     by RE/MAX, or RE/MAX claim to ownership to the site name, "RE/MAX
     Mainstreet," or of the URL address for the site. Webb agrees, therefore, to
     use its best efforts to protect and secure such data, content, and
     subscriber information from third parties and to incorporate into the R/M
     Customized Software such security measures as it deems reasonable and
     appropriate to protect the RE/MAX Mainstreet web site from unauthorized
     use, access, or invasion by third parties.


     The parties hereto agree that RE/MAX shall have the exclusive right,
     without consultation with or notice to Webb, at any time and from
     time-to-time to modify at RE/MAX's sole cost and expense the structural,
     graphical, and textural content and appearance of RE/MAX Mainstreet in
     limited areas as defined by the technology and/or to change the name of the
     web site to something other than RE/MAX Mainstreet. Webb agrees to provide
     RE/MAX with access codes and information sufficient to enable RE/MAX to
     effectuate such changes via online modifications, invisible to Webb or


     Webb makes no direct or implied guarantee regarding the response or
     business which will be generated from the RE/MAX Mainstreet site nor will
     RE/MAX attempt to hold Webb responsible for any economic or legal
     liabilities which may result from the presence or distribution of the
     material contained in the RE/MAX Mainstreet web site, provided, however,
     that Webb will work with RE/MAX in maintaining guidelines for subscriber
     uses and message content, and Webb, as Host Services provider, shall
     exercise its best efforts to assure compliance by subscribers with such
     guidelines and terminate any subscriber who refuses or fails repeatedly to
     honor such guidelines. To this end, the parties hereto agree that the
     subscriber agreement shall include both the obligation to honor guidelines
     established, and from time-to-time amended, for RE/MAX Mainstreet. Such
     subscriber agreement will also expressly recite the right to terminate
     RE/MAX Mainstreet access privileges for failure to honor such guidelines.

     Neither Webb nor anyone else who has been or will be involved in the
     creation, production, or delivery of the RE/MAX Mainstreet web site shall
     be liable for any direct, indirect, consequential or incidental damages
     (including damages for Webb of business profits, business interruption,
     loss of business information and the like) arising out of the use or
     inability to use RE/MAX Mainstreet even if Webb has been advised of the
     possibility of such damages.


     RE/MAX hereby acknowledges that Webb employees, agents, and officers have
     assumed no liability or responsibility for the content generated by RE/MAX,
     subscribers to RE/MAX Mainstreet or others and supplied to Webb for
     mounting on Webb's servers for Password Protected access via the Internet
     and World Wide Web (WWW). RE/MAX agrees to indemnify, save, and hold
     harmless Webb and its directors, officers, employees, and agents from and
     against any and all claims arising out of RE/MAX's publication of content
     on RE/MAX Mainstreet and to pay reasonable attorney fees incurred in the
     defense of any such claim, provided, however, that RE/MAX's obligation
     hereunder for liability and defense costs together shall be limited
     strictly by the amount for which such claim could have been settled. This
     indemnification shall include any and all claims of copyright infringement,
     slander, or libel, but excludes any claim to the effect that the Developed
     Software, the R/M Software or RE/MAX Mainstreet as such, infringe any
     copyrights or other rights of third parties. This AGREEMENT does not create
     or imply and shall not be construed to create or imply an agency
     relationship between Webb and RE/MAX. Webb agrees under these terms to
     provide the specific development and Host Services described in this


     Webb hereby acknowledges that neither RE/MAX nor any of its directors,
     officers, employees, or agents have assumed any liability whatsoever for
     the conduct, actions, or performance of Webb under this AGREEMENT, or for
     Webb's performance of Host Services hereunder. Webb hereby agrees to
     indemnify, save, and hold harmless RE/MAX and its directors, officers,
     employees, and agents from and against any and all claims whatsoever,
     including without limitation, claims arising out of the software or
     software development efforts or undertakings of Webb, and claims to the
     effect that any software used in the R/M Customized Software infringes the
     copyrights of any third party or that Webb wrongfully obtained, is not
     entitled to use, or is not the rightful owner of the Developed Software,
     CommunityWare(TM)/XML Interact Software, R/M Customized

     Software, Residual Information, Intellectual Property, Proprietary
     Technology and/or trade secrets, and confidential information as those
     terms are defined herein, and claims relating in any way to Webb
     relationships with any employee or independent contractor working on the
     development of the RE/MAX Mainstreet web site or involved at any level in
     providing Host Services under this AGREEMENT. Webb further agrees to pay
     reasonable attorney fees incurred by RE/MAX in the defense of any such
     claim, provided, however, that Webb's obligation hereunder for liability
     and defense costs together shall be limited strictly by the amount for
     which such claim could have been settled.


     Webb hereby warrants that its Developed Software, its
     CommunityWare<-1-228>/XML Interact Software and its other claimed
     proprietary tools and residual information were originally developed by
     Webb or rightfully and lawfully acquired, and that Webb has the rights
     therein to enter into this AGREEMENT, to enter into and license the R/M
     Customized Software in accordance with the license contained herein, to
     provide the Deliverables contemplated, and perform the Host Services agreed
     to, and that in doing so, Webb will not be violating the rights of privacy,
     the copyrights or any other rights of any third party and that its
     performance of its obligations hereunder will not place it in breach of any
     other contract or commitment. Webb does not warrant the license or the
     reliability of work conducted by any third party.


     Access to RE/MAX Mainstreet shall be restricted to individuals affiliated
     in good standing with RE/MAX International, Inc. and who have executed and
     returned a current form subscriber agreement. Each such individual shall
     have a unique user name and a confidential password. Such names and
     passwords will be assigned in accordance with the procedure outlined in
     Exhibit J attached to the Original Agreement. Access to RE/MAX Mainstreet
     will require the use of industry standard encrypted and secure
     communication protocols for those portions of the subscriber's access, file
     transfers, messaging, or other activities which contain content which is
     deemed to be sensitive by RE/MAX and, more specifically, those involving
     the transfers of billing, credit card or other sensitive data and
     information exchange. On site system security will be provided by hardware,
     protocol, and Windows-NT based security consistent with specifications set
     forth on Exhibit J attached to the Original Agreement.


     Webb shall provide to RE/MAX a monthly copy of the database, which may
     include such information as forums messages, subscriber identity data,
     subscriber payment history information with billing address, subscriber
     Email address and password information residing on the servers allocated to
     providing access to RE/MAX Mainstreet. Such back-up copy shall be
     maintained by RE/MAX for the benefit of itself and Webb should the software
     and web site become corrupted or inoperable for any reason.


     In the performance of its obligations under this AGREEMENT, Webb shall
     demonstrate to RE/MAX that access to RE/MAX Mainstreet will satisfy the
     minimum performance standards of simultaneous use by 10, 25, 50, 75, and
     100 concurrent users performing a mixture of chat, library downloads, and
     messaging without any significant (i.e., less than 10%) degradation of
     response time.


     The initial term of this AGREEMENT is two (2) years from the effective date
     of this AGREEMENT. RE/MAX may terminate this AGREEMENT at any time in the
     event Webb fails to meet or satisfy the Minimum Performance Standards
     established by Paragraph 22 hereof. Either party may terminate this
     contract in the event that the other party breaches this AGREEMENT provided
     that the breach has not been cured, notwithstanding that the non-breaching
     party has given the breaching party written notice of the alleged breach
     and thirty (30) days to cure. This AGREEMENT will automatically renew for
     successive two (2) year terms, commencing at the conclusion of the initial
     two (2) year term, unless written notice of intent not to renew is provided
     by either party one hundred eighty (180) days prior to the expiration of
     the then current term.


     This AGREEMENT is uniquely between Webb and RE/MAX and is based in large
     measure on the trust, confidence, mutual respect, and unique attributes of
     the parties. This AGREEMENT shall not be assignable by either party without
     the express written consent of the other, and such written consent may be
     withheld for any reason whatsoever. Notwithstanding the foregoing, RE/MAX
     shall have the right to assign this AGREEMENT to any new corporation formed
     or any existing corporation to oversee, own and/or manage RE/MAX Mainstreet
     so long as the same group of individuals who own a majority of shares in
     RE/MAX also control such new or existing corporation.


     This AGREEMENT shall be construed and interpreted in accordance with the
     laws of the state of Colorado and of the United States of America.


     Exhibits A through J attached to the Original Agreement are hereby
incorporated herein by reference.


     In the event of any dispute between the parties hereto regarding duties or
     responsibilities under this AGREEMENT, or any other claim by one party
     against the other arising out of their relationship under this AGREEMENT,
     or their performance of any duty or obligation relating to this AGREEMENT,
     or its subject matter, or the RE/MAX Mainstreet web site, such dispute
     shall be submitted to binding arbitration in accordance with the Federal
     Arbitration Act and shall be arbitrated by the American Arbitration
     Association in accordance with its rules and procedures for commercial


     Any failure by either party hereto to enforce at any time any term or
     condition of this AGREEMENT shall not be considered a waiver of that
     party's right thereafter to enforce that same term or condition or any
     other term or condition of this AGREEMENT.


     This AGREEMENT constitutes the entire agreement between RE/MAX and Webb
     regarding the subject matter hereof, and this AGREEMENT may not be amended,
     altered, or changed except by a written agreement signed by both parties
     hereto. Except as expressly incorporated herein by reference, the Original
     Agreement is hereby terminated and of no further force and effect.


     The headings used in this AGREEMENT are used solely for convenience and are
     not an aid in the interpretation of this AGREEMENT or a limitation to the
     application of any term or condition hereof.

     IN WITNESS WHEREOF, RE/MAX International, Inc. and Webb Interactive
Services, Inc. have executed this AGREEMENT.

Webb Interactive Services, Inc.              RE/MAX International, Inc.

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By                                                By

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Title                                             Title

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Date                                              Date