<PAGE>

                                                                   Exhibit 10.38

                                  AMENDMENT TO
                              EMPLOYMENT AGREEMENT

         FIRST AMENDMENT made as of this 29th day of July, 1999 to the
Employment Agreement dated as of April 29, 1998 by and between ResortQuest
International, Inc., a Delaware corporation formerly known as Vacation
Properties International, Inc. ("VPI"), and [____________________] (the
"Employee"), which became effective on May 26, 1998, the date of the
consummation of the initial public offering of the common stock of VPI (the
"Employment Agreement"). If VPI and the other party to a transaction
constituting a Change in Control (as defined in the Employment Agreement) agree
that such transaction shall be treated as a "pooling of interests" for financial
reporting purposes, and if the transaction is in fact so treated, then the
provisions of this Amendment shall not be valid to the extent that VCPI's
independent public accountants determine in good faith that the provisions of
this Amendment would preclude "pooling of interests" accounting.

                              W I T N E S S E T H:

         WHEREAS, VPI and Employee have previously entered into the Employment
Agreement; and

         WHEREAS, VPI and Employee desire to amend the Employment Agreement.

         NOW, THEREFORE, the parties hereto agree as follows:

         1. The first sentence of subparagraph 5(c) of the Employment Agreement
is hereby amended in its entirety to read as follows:

                  "VPI may terminate the Agreement ten (10) days after delivery
                  of written notice to Employee for good cause, which shall be:
                  (1) Employee's willful, material and irreparable breach of the
                  Agreement; (2) Employee's continual and material failure to
                  adequately perform, continuing for 10 days after receipt of
                  written notice of need to cure, any of Employee's material
                  duties and responsibilities, provided that a termination
                  pursuant to this clause is approved by a vote of at least
                  two-thirds (2/3) of the Board; (3) Employee's willful
                  dishonesty, fraud or misconduct which has a material adverse
                  effect on the operations or reputation of VPI (other than good
                  faith expense account disputes); (4) Employee's conviction in
                  a court of competent jurisdiction of a felony (other than a
                  traffic violation); or (5) Employee's chronic alcohol abuse or
                  illegal drug use."

         2. The third sentence of sub-paragraph 5(e) of the Employment Agreement
is hereby amended in its entirety to read as follows:


<PAGE>


                  "If Employee's resignation or other termination by Employee is
                  for good reason (as defined in Exhibit A hereto), VPI shall
                  pay all amounts and damages to which Employee may be entitled
                  as a result of such resignation or other termination,
                  including interest thereon and all reasonable legal fees and
                  expenses and other costs incurred by Employee to enforce
                  Employee's rights thereunder."

         3. Paragraph 5 of the Employment Agreement is hereby amended by adding
the following language at the end thereof:

                  "Notwithstanding anything herein to the contrary, if a Change
                  in Control occurs during the Term and there is less than one
                  (1) year remaining on the Term, the Term shall be extended for
                  one (1) year following the date of the Change in Control and
                  provided further that the payment and other obligations
                  hereunder shall survive the termination of this Agreement to
                  the extent a Change in Control has occurred at any time during
                  the Term."

         4. Sub-paragraph 12(b) of the Employment Agreement is hereby amended by
adding of the following language at the end thereof:

                  "In addition, VPI shall provide Employee with the benefits set
                  forth in sub-paragraphs 12(h)(ii) through (iv)."

         5. Sub-paragraph 12(e) of the Employment Agreement is hereby amended by
deleting the phrase "unless the transaction or event shall have been approved by
at least two-thirds (2/3) of the Board of Directors of VPI."

         6. Sub-paragraph 12(g) of the Employment Agreement is hereby amended in
its entirety to read as follows:

                  "(i) In the event any payment that is either received by
                  Employee or paid by VPI on his or her behalf or any property
                  or any other benefit provided to him or her under this
                  Agreement or under any other plan, arrangement or agreement
                  with VPI or any other person whose payments or benefits are
                  treated as contingent on a change of ownership or control of
                  VPI (or in the ownership of a substantial portion of the
                  assets of VPI) or any person affiliated with VPI or such
                  person (but only if such payment or other benefit is in
                  connection with Employee's employment by VPI) collectively the
                  "VPI Payments"), will be subject to the tax (the "Excise Tax")
                  imposed by Section 4999 of the Internal Revenue Code of 1986,
                  as amended (the "Code") (and any similar tax that may
                  hereafter be imposed by any taxing authority), VPI shall pay
                  to Employee at the time specified in subparagraph (iv) below
                  an additional amount (the "Gross-up Payment") such that the
                  net amount retained by Employee, after deduction of any Excise
                  Tax on the VPI Payments and any U.S. federal, state or local
                  income or payroll tax upon the Gross-up Payment provided for
                  by this subparagraph (i), but before deduction for any U.S.
                  federal, state, and


                                       2
<PAGE>


                  local income or payroll tax on the VPI Payments, shall be
                  equal to the VPI Payments.

                  (ii) For purposes of determining whether any of the VPI
                  Payments and Gross-up Payments (collectively the "Total
                  Payments") will be subject to the Excise Tax and the amount of
                  such Excise Tax, (x) the Total Payments shall be treated as
                  "parachute payments" within the meaning of Section 280G(b)(2)
                  of the Code, and all "parachute payments" in excess of the
                  "base amount" (as defined under Code Section 280G(b)(3) of the
                  Code) shall be treated as subject to the Excise Tax, unless
                  and except to the extent that, in the opinion of VPI's
                  independent certified public accountants appointed prior to
                  any Change in Control or tax counsel selected by such
                  accountants or VPI (the "Accountants") such Total Payments (in
                  whole or in part) either do not constitute "parachute
                  payments," represent reasonable compensation for services
                  actually rendered within the meaning of Section 280G(b)(4) of
                  the Code in excess of the "base amount" or are otherwise not
                  subject to the Excise Tax, and (y) the value of any non-cash
                  benefits or any deferred payment or benefit shall be
                  determined by the Accountants in accordance with the
                  principles of Section 280G of the Code. In the event that the
                  Accountants are serving as accountant or auditor for the
                  individual, entirety or group effecting the Change in Control,
                  Employee may appoint another nationally recognized accounting
                  firm to make the determinations hereunder (which accounting
                  firm shall then be referred to as the "Accountants"
                  hereunder). All determinations hereunder shall be made by the
                  Accountants which shall provide detailed supporting
                  calculations both to VPI and Employee at such time as it is
                  requested by VPI or Employee. If the Accountants determine
                  that payments under this Agreement must be reduced pursuant to
                  this paragraph, they shall furnish Employee with a written
                  opinion to such effect. The determination of the Accountants
                  shall be binding upon VPI and Employee.

                  (iii) For purposes of determining the amount of the Gross-up
                  Payment, Employee shall be deemed to pay U.S. federal income
                  taxes at the highest marginal rate of U.S. federal income
                  taxation in the calendar year in which the Gross-up Payment is
                  to be made and state and local income taxes at the highest
                  marginal rate of taxation in the state and locality of
                  Employee's residence for the calendar year in which the VPI
                  Payments are to be made, net of the maximum reduction in U.S.
                  federal income taxes which could be obtained from deduction of
                  such state and local taxes if paid in such year. In the event
                  that the Excise Tax is subsequently determined by the
                  Accountants to be less than the amount taken into account
                  hereunder at the time the Gross-up Payment is made, Employee
                  shall repay to VPI, at the time that the amount of such
                  reduction in Excise Tax is finally determined, the portion of
                  the prior Gross-up Payment attributable to such reduction
                  (plus the portion of the Gross-up Payment attributable to the
                  Excise Tax and U.S. federal, state and local income tax


                                       3
<PAGE>


                  imposed on the portion of the Gross-up Payment being repaid by
                  Employee if such repayment results in a reduction in Excise
                  Tax or a U.S. federal, state and local income tax deduction),
                  plus interest on the amount of such repayment at the rate
                  provided in Section 1274(b)(2)(B) of the Code. Notwithstanding
                  the foregoing, in the event any portion of the Gross-up
                  Payment to be refunded to VPI has been paid to any U.S.
                  federal, state or local tax authority, repayment thereof (and
                  related amounts) shall not be required until actual refund or
                  credit of such portion has been made to Employee, and interest
                  payable to VPI shall not exceed the interest received or
                  credited to Employee by such tax authority for the period it
                  held such portion. Employee and VPI shall mutually agree upon
                  the course of action to be pursued (and the method of
                  allocating the expense thereof) if Employee's claim for refund
                  or credit is denied.

                  In the event that the Excise Tax is later determined by the
                  Accountant to exceed the amount taken into account hereunder
                  at the time the Gross-up Payment is made (including by reason
                  of any payment the existence or amount of which cannot be
                  determined at the time of the Gross-up Payment), VPI shall
                  make an additional Gross-up Payment in respect of such excess)
                  (plus any interest or penalties payable with respect to such
                  excess) at the time that the amount of such excess is finally
                  determined.

                  (iv) Not later than the date on which Employee's Excise Tax is
                  due (which shall include the date that any withholding
                  obligation for such Excise Tax is required to be satisfied),
                  VPI shall pay to Employee or, in the case of any withholding
                  obligation, the Internal Revenue Service on behalf of such
                  Employee, an amount equal to the Excise Tax. The Gross-up
                  Payment or portion thereof provided for in subparagraph (iii)
                  above (less any amounts paid pursuant to the preceding
                  sentence) shall be paid within ten (10) days after Employee
                  delivers a written request for reimbursement accompanied by a
                  copy of Employee's tax return(s) showing the Excise Tax
                  actually incurred by Employee.

                  (v) Employee shall notify the Chief Financial Officer of VPI
                  in writing of any claim by the Internal Revenue Service that,
                  if successful, would require the payment by VPI of a Gross-up
                  Payment. Such notification shall be given as soon as
                  practicable but no later than ten (10) business days after
                  Employee is informed in writing of such claim and shall
                  apprise VPI of the nature of such claim and the date on which
                  such claim is requested to be paid. Employee shall not pay
                  such claim prior to the expiration of the thirty (30) day
                  period following the date on which it gives such notice to VPI
                  (or such shorter period ending on the date that any payment of
                  taxes with respect to such claim is due). If VPI notifies
                  Employee in writing prior to the expiration of such period
                  that it desires to contest such claim, Employee shall:


                                       4
<PAGE>


                           (A)      give VPI any information reasonably
                                    requested by VPI relating to such claim,

                           (B)      take such action in connection with
                                    contesting such claim as VPI shall
                                    reasonably request in writing from time to
                                    time, including, without limitation,
                                    accepting legal representation with respect
                                    to such claim by an attorney reasonably
                                    selected by VPI,

                           (C)      cooperate with VPI in good faith in order to
                                    effectively contest such claim, and

                           (D)      permit VPI to participate in any proceedings
                                    relating to such claim;

                  provided, however, that VPI shall bear and pay directly all
                  costs and expenses (including, without limitation, additional
                  interest and penalties) incurred in connection with such
                  contest and shall indemnify and hold Employee harmless, on an
                  after-tax basis, for any Excise Tax or income tax (including
                  any interest and penalties with respect thereto) imposed as a
                  result of such representation and payment of cost and
                  expenses. Without limitation on the foregoing provisions of
                  this subparagraph (v), VPI shall control all proceedings taken
                  in connection with such contest and, at its sole option, may
                  pursue or forgo any and all administrative appeals,
                  proceedings, hearings and conferences with the taxing
                  authority in respect of such claim and may, at its sole
                  option, either direct Employee to pay the tax claimed and sue
                  for a refund or contest the claim in any contest to a
                  determination before any administrative tribunal, in a court
                  of initial jurisdiction and in one or more appellate courts,
                  as VPI shall determine; provided, however, that if VPI directs
                  Employee to pay such claim and sue for a refund, VPI shall
                  advance the amount of such payment to Employee, on an
                  interest-free basis and shall indemnify and hold Employee
                  harmless, on an after-tax basis, from any Excise Tax or income
                  tax (including interest to such advance or with respect to any
                  imputed income with respect to such advance; and further
                  provided that any extension of the statute of limitations
                  relating to payment of taxes for the taxable year of Employee
                  with respect to which such contested amount is claimed to be
                  due is limited solely to such contested amount. Furthermore,
                  VPI's control of the contest shall be limited to issues with
                  respect to which a Gross-up Payment would be payable hereunder
                  and Employee shall be entitled to settle or contest, as the
                  case may be, any other issue raised by the Internal Revenue
                  Service or any other taxing authority.

                  (vi) If, after receipt by Employee of an amount advanced by
                  VPI pursuant to subparagraph (v) Employee becomes entitled to
                  receive any refund with respect to such claim, Employee shall
                  (subject to VPI's complying with the requirements of
                  subparagraph (v) promptly pay to VPI


                                       5
<PAGE>


                  the amount of such refund (together with any interest paid or
                  credited thereon after taxes applicable thereto). If, after
                  the receipt by Employee of an amount advanced by VPI pursuant
                  to subparagraph (v), a determination is made that Employee
                  shall not be entitled to any refund with respect to such claim
                  and VPI does not notify Employee in writing of its intent to
                  contest such denial of refund prior to the expiration of
                  thirty (30) days after such determination, then such advance
                  shall offset, to the extent thereof, the amount of Gross-up
                  Payment required to be paid.

                  (vii) VPI shall be responsible for all charges of the
                  Accountant.

                  (viii) VPI and Employee shall promptly deliver to each other
                  copies of any written communications, and summaries of any
                  verbal communications, with any taxing authority regarding the
                  Excise Tax covered by this paragraph."

         7. A new sub-paragraph 12(h) is hereby added to the Employment
Agreement to read as follows:

                  "(h) If Employee's employment by VPI is terminated within one
                  (1) year after a Change in Control by Employee for good reason
                  or by VPI without good cause, then VPI shall pay or provide
                  Employee with all of the following severance benefits:

                  (i) a lump-sum cash payment within fifteen (15) days of
                  Employee's date of termination (or, if applicable, such later
                  date as is necessary for Employee to execute the release
                  described under paragraph 20(b) herein) equal to three (3)
                  times Employee's annual base salary in effect immediately
                  prior to the Change in Control;

                  (ii) any base salary, bonus, vacation pay, deferred
                  compensation accrued or earned under law or in accordance with
                  VPI's policies applicable to Employee but not yet paid and any
                  incurred but unreimbursed business expenses for the period
                  prior to termination shall be payable in accordance with VPI's
                  policies and the terms of the applicable plan ("Accrued
                  Obligations");

                  (iii) continued participation (at VPI's cost and without any
                  required employee or dependent contributions) in all health or
                  welfare plans which cover Employee (and eligible dependents),
                  including, without limitation, medical, dental, life insurance
                  and disability coverage upon the same terms and conditions
                  (except for the requirements of Employee's continued
                  employment) in effect on the Employee's date of termination
                  (which shall be substantially comparable to the health or
                  welfare plans in which Employee participated in immediately
                  prior to the Change in Control) until three (3) years after
                  the date of termination; provided, however, that in the event
                  Employee obtains other employment that offers


                                       6
<PAGE>


                  substantially similar or improved benefits, as to any
                  particular health or welfare plan, such continuation of
                  coverage by VPI for such similar or improved benefit under
                  such plan shall immediately cease. To the extent such coverage
                  cannot be provided under VPI's health plans without
                  jeopardizing the tax status of such plans, for underwriting
                  reasons or because of the tax impact on Employee, VPI shall
                  pay Employee an amount such that Employee can purchase such
                  benefits separately at no greater after tax cost to him or her
                  than he or she would have had if the benefits were provided to
                  him or her as an employee. The continuation of health benefits
                  for the thirty-six (36) month period shall reduce and count
                  against Employee's rights under the Consolidated Omnibus
                  Budget Reconciliation Act of 1985, as amended;

                  (iv) Outplacement services at a level commensurate with
                  Employee's position, including use of an Employee office and
                  secretary available through such outplacement services, for a
                  period of one (1) year commencing on the Employee's date of
                  termination but in no event extending beyond the date on which
                  Employee commences other full time employment."

         8. New sub-paragraphs 12(i) and (j) are hereby added to the Employment
Agreement to read as follows:

                  "(i) If Employee's employment by VPI is terminated by VPI
                  without good cause during the one hundred eighty (180) days
                  prior to the effective date of a Change in Control, then VPI
                  shall pay or provide Employee with all of the following
                  severance benefits:

                  (ii) a lump sum cash payment within fifteen (15) days of the
                  Change in Control (or, if applicable, such later date as is
                  necessary for Employee to execute the release described under
                  paragraph 20(b) herein) equal to Employee's base salary at the
                  rate in effect at the time of Employee's termination for
                  whatever time period is remaining under the Term of this
                  Agreement at the time of Employee's termination, less any
                  amounts paid pursuant to subparagraph 5(d) between the
                  effective date of Employee's termination and the effective
                  date of a Change in Control, plus one (1) times Employee's
                  annual base salary at the rate in effect at the time of
                  Employee's termination; and

                  (ii) the benefits set forth in sub-paragraphs 12(h)(ii)
                  through (iv) hereof; provided, however, that benefits under
                  sub-paragraph 12(h)(iii) shall continue for the same period
                  used to calculate the lump sum cash payment under Section
                  12(i)(i)."

                  (j) In the event that Employee elects to terminate employment
                  or is terminated under subparagraphs 12(b) or (c), Employee
                  shall be entitled to continued health insurance coverage for
                  the three (3) year period after the


                                       7
<PAGE>


                  date of termination in the same manner and to same extent set
                  forth in subparagraph 12(h)(iii). Following the three (3) year
                  period of continued health insurance coverage described in
                  this subparagraph 12(j) and under subparagraph 12(h)(iii),
                  Employee shall be entitled to continued health insurance
                  coverage for the five (5) year period after the expiration of
                  the three (3) year period in the same manner and to the same
                  extent set forth in subparagraph 12(h)(iii), provided that the
                  Employee reimburses VPI for the full premium for such
                  coverage.

         9. Paragraph 16 of the Employment Agreement is hereby amended by adding
of the following language at the end thereof:

                  "To the fullest extent permitted by law, VPI shall promptly
                  pay upon submission of statements all legal and other
                  professional fees, costs of litigation, prejudgment interest,
                  and other expenses incurred in connection with any dispute
                  concerning payments, benefits or any other entitlements under
                  paragraph 12; provided, however, VPI shall be reimbursed by
                  Employee for (i) the fees and expenses advanced in the event
                  Employee's claim is, in a material manner, bad faith or
                  frivolous and the arbitrator or court, as applicable,
                  determines that the reimbursement of such fees and expenses is
                  appropriate, or (ii) to the extent that the arbitrator or
                  court, as appropriate, determines that such legal and other
                  professional fees are clearly and demonstrably unreasonable."

         10. A new paragraph 19 is hereby added to the Employment Agreement to
read as follows:

                  "19.     CONFIDENTIALITY.

                  (a) Employee agrees and understands that during the Employee's
                  position with VPI, Employee has been and will be exposed to
                  and receive information relating to the affairs of VPI
                  considered by VPI to be confidential and in the nature of
                  trade secrets (including but not limited to procedures,
                  memoranda, notes, records and customer lists, whether such
                  information has been or is made, developed or compiled by
                  Employee or otherwise has been or is made available to him)
                  (any and all such information, the "Confidential
                  Information"). Employee agrees that, during the Term and
                  thereafter for a period of two years, Employee shall keep
                  such Confidential Information confidential and will not
                  disclose such Confidential Information, either directly or
                  indirectly, to any third person or entity without the prior
                  written consent of VPI; provided, however, that (i) Employee
                  shall have no such obligation to the extent such Confidential
                  Information is or becomes publicly known other than as a
                  result of Employee's breach of his obligations hereunder or
                  is received by Employee following the date of termination and
                  (ii) Employee may, after giving prior notice to VPI to the
                  extent practicable under the circumstances, disclose such
                  Confidential Information to the extent


                                       8
<PAGE>


                  required by applicable laws or governmental regulations or
                  judicial or regulatory process.

                  (b) Employee agrees that all Confidential Information is and
                  will remain the property of VPI. Employee further agrees that,
                  during the Term and thereafter, he shall hold in the strictest
                  confidence all Confidential Information, and shall not,
                  directly or indirectly, duplicate, sell, use, lease,
                  commercialize, disclose, or otherwise divulge to any person or
                  entity any portion of the Confidential Information or use any
                  Confidential Information for his own benefit or profit or
                  allow any person or entity, other than VPI and its authorized
                  employees, to use or otherwise gain access to any Confidential
                  Information."

         11. A new paragraph 20 is hereby added to the Employment Agreement to
read as follows:

                  "20.     NO MITIGATION/NO OFFSET/RELEASE.

                  (a) In the event of any termination of employment hereunder,
                  Employee shall be under no obligation to seek other employment
                  and there shall be no offset against any amounts due Employee
                  under this Agreement on account of any remuneration
                  attributable to any subsequent employment that Employee may
                  obtain. The amounts payable hereunder shall not be subject to
                  setoff, counterclaim, recoupment, defense or other right which
                  VPI may have against Employee or others, except as
                  specifically set forth in paragraph 3 hereof or upon obtaining
                  by VPI of a final unappealable judgment against Employee.

                  (b) Any amounts payable and benefits or additional rights
                  provided pursuant to paragraphs 5(d), 5(e) or 12 beyond
                  Accrued Obligations shall only be payable if Employee delivers
                  to VPI a release (substantially in the form of the release set
                  forth in VPI's standard form severance agreement) of all
                  claims that Employee has or may have against VPI and its
                  affiliates (other than claims to payments, benefits or
                  entitlements specifically payable or provided hereunder,
                  claims under COBRA, claims to vested accrued benefits under
                  VPI's employee benefit plans or any rights of indemnification
                  under VPI's organizational documents) occurring up to the
                  release date in such form as reasonably requested by VPI,
                  provided, however, that such release shall also release
                  Employee of all claims that VPI and its affiliates have or may
                  have against the Employee. In the event that VPI fails to
                  deliver such release to Employee within ten (10) days from the
                  later of (i) the Employee's date of termination or (ii) the
                  date of the Change in Control, such release shall not be
                  required and shall not prohibit or otherwise delay payment of
                  any amounts due Employee hereunder.


                                       9
<PAGE>


                  (c) Upon any termination of employment, upon the request of
                  VPI, Employee shall deliver to VPI a resignation from all
                  offices and directorships and fiduciary positions of Employee
                  in which Employee is serving with, or at the request of, VPI
                  or its subsidiaries, affiliates or benefit plans."

         12. A new paragraph 21 is hereby added to the Employment Agreement to
read as follows:

                  "21. LIABILITY INSURANCE. VPI shall cover Employee under
                  directors and officers liability insurance both during and,
                  while potential liability exists, after the Term in the same
                  amount and to the same extent, if any, as VPI covers its other
                  officers and directors."

         13. A new paragraph 22 is hereby added to the Employment Agreement to
read as follows:

                  "22. LITIGATION SUPPORT. Subject to Employee's other
                  commitments, following the Term, Employee shall be reasonably
                  available to cooperate (but only truthfully) with VPI and
                  provide information as to matters which Employee was
                  personally involved, or has information on, during the Term
                  and which are or become the subject of litigation or other
                  dispute."

         14. A new paragraph 23 is hereby added to the Employment Agreement to
read as follows:

                  "23. MULTIPLE TRIGGERING EVENTS; CANCELLATION AND RECOVERY. If
                  Employee first becomes eligible to receive payments pursuant
                  to sub-paragraphs 5(d) or (e) or sub-paragraphs 12(b), (c),
                  (h) or (i) hereof, Employee shall not thereafter be entitled
                  to any additional payments or benefits pursuant to such
                  provisions (other than pursuant to sub-paragraph 12(i)) which
                  would have become payable as a result of subsequent events had
                  Employee's employment by VPI not previously terminated.
                  Notwithstanding anything herein to the contrary, VPI reserves
                  the right to terminate all payments and benefits hereunder and
                  to recover from Employee amounts previously paid to Employee
                  if Employee's employment by VPI is terminated by Employee for
                  good reason or by VPI without good cause within thirty (30)
                  days after an event which would be grounds for a termination
                  by VPI for good cause."

         15. Exhibit A is hereby added to the Employment Agreement to read as
follows:

                  "Good reason' shall mean, without the express written consent
                  of Employee, the occurrence of any of the following events:

                  (i) any material diminution or change in (except temporarily
                  during any period of Disability) Employee's positions, duties,
                  responsibilities,


                                       10
<PAGE>


                  authority or titles not commensurate with Employee's position
                  or the assignment of duties or responsibilities not
                  commensurate with Employee's position;

                  (ii) if Employee is a member of the Board, removal or
                  dismissal from the Board;

                  (iii) a reduction by VPI in Employee's base salary provided in
                  paragraph 2(a) hereof;

                  (iv) relocation of Employee's principal business location to
                  an area outside a fifty (50) mile radius of its current
                  location or relocation of Employee from the headquarters of
                  VPI or relocation of the headquarters of VPI to a location
                  which is at least fifty (50) miles from VPI's current
                  headquarters;

                  (v) a failure to continue bonus, incentive, or other equity
                  plans, programs or arrangements, or Employee's participation
                  therein, on the same basis as to potential or targeted
                  amounts; or

                  (vi) a material breach by VPI of any agreement with Employee."

16. SEVERABILITY. In any portion of this Amendment is held invalid or
inoperative (including a determination by VPI's independent public accountants
in good faith that any provision of this Amendment would preclude "pooling of
interests" accounting), the other portions of this Amendment shall be deemed
valid and operative and, so far as is reasonable and possible, effect shall be
given to the intent manifested by the portion held invalid or inoperative.

17. ASSIGNMENT; BINDING EFFECT. Employee understands that he or she has been
selected for employment by VPI on the basis of Employee's qualifications,
experience and skills. Employee, therefore, shall not assign all or any portion
of Employee's performance under this Amendment. Subject to the preceding two (2)
sentences, this Amendment shall be binding upon, inure to the benefit of and be
enforceable by the parties hereto and their respective heirs, legal
representatives, successors and assigns.

18. COMPLETE AGREEMENT. This Amendment, together with the Employment Agreement
(as amended hereby), supersedes any other agreements or understandings, written
or oral, between VPI and Employee, and Employee has no oral representations,
understandings or agreements with VPI or any of its officers, directors or
representatives covering the same subject matter as the Employment Agreement (as
amended hereby).

         This written Amendment, together with the Employment Agreement (as
amended hereby) is the final, complete and exclusive statement and expression of
all the terms of the Employment Agreement, and it cannot be varied, contradicted
or supplemented by evidence of any prior or contemporaneous oral or written
agreements. This written Amendment, together with the Employment Agreement (as
amended hereby), may not be later modified except by a written instrument signed
by a duly authorized officer of VPI and Employee, and no term of this


                                       11
<PAGE>


Agreement may be waived except by a written instrument signed by the party
waiving the benefit of such term.

19. GOVERNING LAW. This Amendment shall in all respects be construed according
to the laws of the State of Tennessee.

20. NOTICE. Whenever any notice is required hereunder, it shall be given in
writing addressed as follows:

                  To VPI:           ResortQuest International, Inc.
                                    530 Oak Court Drive
                                    Suite 360
                                    Memphis, TN 38117
                                    Attention: General Counsel

                  To Employee:      To the address specified below Employee's
                                    name at the end of this Amendment.

Notice shall be deemed given and effective three (3) days after the deposit in
the U.S. mail of a writing addressed as above and sent first class mail,
certified, return receipt requested, or when actually received. Either party may
change the address for notice by notifying the other party of such change in
accordance with this paragraph 21.

         21. THE EMPLOYMENT AGREEMENT. Except as expressly set forth herein, all
other provisions of the Employment Agreement shall remain in full force and
effect.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first written above.

                                    RESORTQUEST INTERNATIONAL, INC.

                                    By:_______________________________________
                                             /s/ John Lines
                                             Title

                                    _______________________________________
                                    Employee

                                    Address:

                                    _______________________________________

                                    _______________________________________


                                       12