EXHIBIT 10.26

                            INDEMNIFICATION AGREEMENT

         THIS  INDEMNIFICATION  AGREEMENT (the "Agreement") dated as of July __,
1998 is by and between ResortQuest  International,  Inc., a Delaware corporation
(the "Company"), and ______________ ("Indemnitee").

                                    RECITALS

         A. Indemnitee is a  member of the Board of Directors of the Company and
in such capacity is performing a valuable service to the Company.

         B. The  Company's Bylaws (the "Bylaws") provide for the indemnification
of directors, officers, employees and agents of the Company.

         C. The Amended and Restated Certificate of Incorporation of the Company
(the  "Certificate")  provides  that the Company  shall,  to the fullest  extent
permitted  by  Section  145 of the  General  Corporation  Law  of the  State  of
Delaware,  as amended from time to time (the  "Corporation  Law")  indemnify the
directors, officers, employees and agents of the Company.

         D. The Corporation Law specifically  provides that  indemnification and
advancement  of expenses  provided in such statute shall not be exclusive of any
other rights under any agreement,  and thereby  contemplates that agreements may
be entered  into  between the Company and members of the Board of  Directors  or
officers of the Company with respect to the indemnification of such directors or
officers.

         E. In accordance  with the  authorization  provided in the  Corporation
Law, the Company has purchased  and presently  maintains a policy or policies of
directors'  and  officers'  liabilities  insurance  (the  "Insurance")  covering
certain  liabilities  which  may be  incurred  by the  Company's  directors  and
officers in the performance of their services to the Company.

         F. The general  availability  of  directors'  and  officers'  liability
insurance  covering certain  liabilities  which may be incurred by the Company's
directors and officers in the  performance  of their services to the Company and
the  applicability,  amendment and enforcement of statutory and bylaw provisions
have raised questions  concerning the adequacy and reliability of the protection
afforded to directors and officers.

         G. In order to induce  Indemnitee  to serve as a member of the Board of
Directors  of the Company for the current  term and for any  subsequent  term to
which he is elected or  nominated,  the  Company has deemed it to be in its best
interest to enter into this Agreement with Indemnitee.
<PAGE>

         NOW, THEREFORE,  in consideration of Indemnitee's agreement to serve as
a member of the Board of  Directors of the Company  after the date  hereof,  the
parties hereto agree as follows:

         1.  Definitions.

         As used in this Agreement, the following terms shall have the following
meanings:

             (a) Change in  Control.  A "Change in  Control"  shall be deemed to
         have  occurred if any of the following  shall have occurred  unless the
         transaction  or event shall have been  approved by at least  two-thirds
         (2/3) of the Board of Directors of RQI:

                 (i) any person or entity, other than RQI or an employee benefit
             plan  of  RQI,  acquires  directly  or  indirectly  the  Beneficial
             Ownership (as defined in Section 13(d) of the  Securities  Exchange
             Act  of  1934,  as  amended)  of any  voting  security  of RQI  and
             immediately  after  such  acquisition  such  person or  entity  is,
             directly or indirectly,  the Beneficial Owner of voting  securities
             representing  50% or more of the total  voting  power of all of the
             then-outstanding voting securities of RQI;

                 (ii) the following  individuals no longer constitute a majority
             of  the  members  of  the  Board  of  Directors  of  RQI:  (A)  the
             individuals  who, as of the closing  date of RQI's  initial  public
             offering,  constitute  the Board of Directors of RQI (the "Original
             Directors");  (B) the individuals who thereafter are elected to the
             Board of Directors of RQI and whose  election,  or  nomination  for
             election,  to the Board of  Directors of RQI was approved by a vote
             of at least two-thirds  (2/3) of the Original  Directors then still
             in office (such directors becoming  "Additional Original Directors"
             immediately following their election);  and (C) the individuals who
             are elected to the Board of Directors of RQI and whose election, or
             nomination  for  election,  to the  Board of  Directors  of RQI was
             approved  by a vote of at least  two-thirds  (2/3) of the  Original
             Directors and  Additional  Original  Directors then still in office
             (such  directors  also  becoming  "Additional  Original  Directors"
             immediately following their election);

                 (iii)  the   stockholders   of  RQI  shall  approve  a  merger,
             consolidation, recapitalization or reorganization of RQI, a reverse
             stock split of outstanding  voting  securities,  or consummation of
             any such transaction if stockholder approval is not obtained, other
             than any such transaction which would result in at least 75% of the
             total  voting power  represented  by the voting  securities  of the
             surviving  entity  outstanding  immediately  after such transaction
             being  Beneficially  Owned  by at  least  75%  of  the  holders  of
             outstanding  voting  securities  of RQI  immediately  prior  to the
             transaction,  with the voting power of each such continuing  holder
             relative to other such continuing holders not substantially altered
             in the transaction; or

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<PAGE>

                 (iv) the  stockholders  of RQI shall approve a plan of complete
             liquidation  of RQI or an agreement for the sale or  disposition by
             RQI of all or a substantial  portion of RQI's assets (i.e.,  50% or
             more of the total assets of RQI).

             (b)  Reviewing  Party.  A "Reviewing  Party" means (i) the Board of
         Directors  or a committee  of  directors  of the  Company,  who are not
         officers, appointed by the Board of Directors, provided that a majority
         of such  directors  are not  parties  to the  claim,  or (ii)  special,
         independent counsel selected and appointed by the Board of Directors or
         by a committee of directors of the Company who are not officers.

         2.  Indemnification of Indemnitee.

         The Company  hereby  agrees that it shall hold  harmless and  indemnify
Indemnitee to the fullest  extent  authorized and permitted by the provisions of
the Certificate and Bylaws and the provisions of the Corporation  Law, or by any
amendment  thereof,  but in the case of any such  amendment,  only to the extent
that such  amendment  permits  the  Company to provide  broader  indemnification
rights than the Certificate,  Bylaws or Corporation Law permitted the Company to
provide prior to such amendment,  or other statutory  provisions  authorizing or
permitting such indemnification which is adopted after the date hereof.

         3.  Insurance.

         3.1 Insurance  Policies.  So long as  Indemnitee  may be subject to any
possible claim or threatened,  pending or completed action,  suit or proceeding,
whether civil, criminal,  administrative or investigative, by reason of the fact
that Indemnitee is or was a director or officer,  to the extent that the Company
maintains one or more  insurance  policy or policies  providing  directors'  and
officers'  liability  insurance,  Indemnitee  shall be covered by such policy or
policies in  accordance  with its or their terms,  to the maximum  extent of the
coverage applicable to any director or officer then serving the Company.

         3.2 Maintenance  of  Insurance.  The Company  shall  not be required to
maintain the Insurance or any policy or policies of comparable insurance, as the
case  may be,  if such  insurance  is not  reasonably  available  or if,  in the
reasonable  business  judgment of the Board of  Directors  of the Company  which
shall  be  conclusively  established  by  such  determination  by the  Board  of
Directors, or any appropriate committee thereof, either (i) the premium cost for
such  insurance  is  substantially  disproportionate  to the amount of  coverage
thereunder,  or (ii) the  coverage  provided by such  insurance is so limited by
exclusions that there is insufficient benefit from such insurance.

         3.3 Self-Insurance.  To  the extent Indemnitee is not indemnified under
other  Sections of this  Agreement and is not fully,  by reason of deductible or
otherwise,  covered by directors' and officers' liability insurance, the Company
shall  maintain  self-insurance  for, and thereby  indemnify and hold  harmless,
Indemnitee  from and against any and all expenses,  including  attorneys'  fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by Indemnitee in connection  with any possible claim or  threatened,  pending or

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<PAGE>

completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, in which Indemnitee was or is made party or was or is involved by
reason  of the fact that  Indemnitee  is or was a  director  or  officer  of the
Company.  Notwithstanding the foregoing,  payments of self-insurance  under this
Section to Indemnitee by the Company shall be limited in accordance with Section
5 hereof.  An  "event"  as used in the  preceding  sentence  in  reference  to a
limitation  on  self-insurance  shall  include  the same  acts or  omissions  by
Indemnitee and interrelated, repeated or continuous acts or omissions.

         4.  Additional Indemnification.

         Subject  only to the  exclusions  set forth in  Section  5 hereof,  the
Company hereby agrees that it shall hold harmless and indemnify Indemnitee:

             (a)  against  any  and all  expenses,  including  attorneys'  fees,
         judgments, fines and amounts paid in settlement actually and reasonably
         incurred by Indemnitee in connection  with any  threatened,  pending or
         completed  action,  suit  or  proceeding,   whether  civil,   criminal,
         administrative or investigative, including an action by or on behalf of
         stockholders  of the Company or by or in the right of the  Company,  to
         which  Indemnitee  is,  was or at  any  time  becomes  a  party,  or is
         threatened  to be made a party,  by reason of the fact that  Indemnitee
         is, was or at any time becomes a director,  advisory director, officer,
         employee or agent of the  Company,  or is or was serving or at any time
         serves at the request of the Company as a director,  advisory director,
         officer, employee or agent of another corporation,  partnership,  joint
         venture, trust or other enterprise; and

             (b)  otherwise  to  the  fullest  extent  as  may  be  provided  to
         Indemnitee by the Company under the  non-exclusivity  provisions of the
         Corporation Law.

         5.  Limitations on Additional Indemnification.

         No  indemnification  pursuant  to this  Agreement  shall be paid by the
Company:

             (a) in respect to any  transaction if it shall be determined by the
         Reviewing Party, or by final judgment or other final adjudication, that
         Indemnitee derived an improper personal benefit;

             (b) on account of  Indemnitee's  conduct which is determined by the
         Reviewing Party, or by final judgment or other final  adjudication,  to
         have  involved  acts  or  omissions  not  in  good  faith,  intentional
         misconduct or a knowing violation of law; or

             (c) if the Reviewing  Party or a court having  jurisdiction  in the
         matter shall determine that such indemnification is in violation of the
         Certificate, the Bylaws or the law.

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<PAGE>

         6.  Advancement of Expenses.

         In the event of any threatened or pending action, suit or proceeding in
which Indemnitee is a party or is involved and which may give rise to a right of
indemnification  under this Agreement,  following written request to the Company
by  Indemnitee  the Company shall  promptly pay to  Indemnitee  amounts to cover
expenses  incurred  by  Indemnitee  in such  proceeding  in advance of its final
disposition  upon  the  receipt  by the  Company  of (i) a  written  undertaking
executed  by or on  behalf  of  Indemnitee  to  repay  the  advance  if it shall
ultimately be determined  that  Indemnitee is not entitled to be  indemnified by
the Company as provided in this Agreement,  and (ii) satisfactory evidence as to
the amount of such expenses.

         7.  Repayment of Expenses.

         Indemnitee  agrees that Indemnitee  shall reimburse the Company for all
reasonable  expenses  paid by the  Company in  defending  any  civil,  criminal,
administrative or investigative action, suit or proceeding against Indemnitee in
the event and only to the extent that it shall be determined  by final  judgment
or other final adjudication that Indemnitee is not entitled to be indemnified by
the Company for such expenses under the provisions of the Corporation Law or any
applicable law.

         8.  Determination of Indemnification; Burden of Proof.

         With  respect to all matters  concerning  the rights of  Indemnitee  to
indemnification  and  payment  of  expenses  under this  Agreement  or under the
provisions of the Certificate and Bylaws now or hereafter in effect, the Company
shall appoint a Reviewing  Party and any  determination  by the Reviewing  Party
shall  be  conclusive  and  binding  on the  Company  and  Indemnitee.  If under
applicable  law, the  entitlement  of  Indemnitee to be  indemnified  under this
Agreement  depends on whether a standard of conduct has been met,  the burden of
proof of  establishing  that  Indemnitee  did not act in  accordance  with  such
standard of conduct shall rest with the Company. Indemnitee shall be presumed to
have acted in accordance with such standard and entitled to  indemnification  or
advancement  of expenses  hereunder,  as the case may be,  unless,  based upon a
preponderance  of the evidence,  it shall be  determined by the Reviewing  Party
that  Indemnitee  did not meet such  standard.  For purposes of this  Agreement,
unless otherwise expressly stated herein, the termination of any action, suit or
proceeding  by  judgment,  order,  settlement,  whether  with or  without  court
approval,  or  conviction,  or upon a plea of nolo  contendere or its equivalent
shall not  create a  presumption  that  Indemnitee  did not meet any  particular
standard of conduct or have any particular belief or that a court has determined
that indemnification is not permitted by applicable law.

         9.  Effect of Chance in Control.

          If there  has not  been a Change  in  Control  after  the date of this
Agreement,  the determination of (i) the rights of Indemnitee to indemnification
and payment of expenses  under this  Agreement  or under the  provisions  of the
Certificate and the Bylaws,  (ii) standard of conduct,  and (iii)  evaluation of
the reasonableness of amounts claimed by Indemnitee shall be



                                      -5-
<PAGE>

made by the Reviewing Party or such other body or persons as may be permitted by
the  Corporation  Law.  If there has been a Change in Control  after the date of
this Agreement,  such  determination  and evaluation shall be made by a special,
independent  counsel who is selected by Indemnitee  and approved by the Company,
which approval  shall not be  unreasonably  withheld,  and who has not otherwise
performed services for Indemnitee or the Company.

         10. Continuation of Indemnification.

         All agreements and  obligations of the Company  contained  herein shall
continue  during the period that  Indemnitee is a director,  advisory  director,
officer,  employee or agent of the Company,  or is or was serving at the request
of the Company as a director, officer, employee or agent of another corporation,
partnership,  joint  venture,  trust or other  enterprise,  and  shall  continue
thereafter  so long as  Indemnitee  shall be  subject to any  possible  claim or
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal, administrative or investigative, by reason of the fact that Indemnitee
was a  director,  advisory  director or officer of the Company or serving in any
other capacity referred to herein.

         11. Notification and Defense of Claim.

         Promptly after receipt by Indemnitee of notice of the  commencement  of
any action,  suit or proceeding,  Indemnitee shall, if a claim in respect hereof
is to be made against the Company  under this  Agreement,  notify the Company of
the  commencement  thereof;  provided,  however,  that delay in so notifying the
Company  shall  not  constitute  a waiver or  release  by  Indemnitee  of rights
hereunder  and that  omission by  Indemnitee  to so notify the Company shall not
relieve the Company from any liability which it may have to Indemnitee otherwise
than under this Agreement.  With respect to any such action,  suit or proceeding
as to which Indemnitee notifies the Company of the commencement thereof:

         (a) The Company  shall be entitled  to  participate  therein at its own
         expense; and

         (b) Except as  otherwise  provided  below,  to the extent  that it  may
         wish, the Company, jointly with any other indemnifying party  similarly
         notified,  shall be  entitled  to assume the  defense  thereof  and  to
         employ counsel  reasonably  satisfactory  to Indemnitee.  After  notice
         from the  Company  to  Indemnitee  of its  election  to so  assume  the
         defense  thereof,  the Company shall not be liable to Indemnitee  under
         this Agreement for any legal or other  expenses  subsequently  incurred
         by  Indemnitee  in  connection  with  the  defense  thereof  other than
         reasonable  costs of  investigation  or  as otherwise  provided  below.
         Indemnitee  shall have the right to employ  counsel of his own choosing
         in such action,  suit or proceeding  but  the fees and expenses of such
         counsel  incurred  after notice from the  Company of  assumption by the
         Company of the defense  thereof  shall be  at the expense of Indemnitee
         unless:   (i)  the  employment  of  counsel  by  Indemnitee   has  been
         specifically  authorized  by the  Company,  such   authorization  to be
         conclusively  established  by action by  disinterested  members  of the
         Board of Directors though less than a quorum;  (ii)  representation  by
         the same  counsel of both  Indemnitee  and the Company  would,  in  the
         reasonable judgment of Indemnitee



                                      -6-
<PAGE>

         and  the  Company,  be  inappropriate  due to an  actual  or  potential
         conflict of interest between the Company and Indemnitee in the conduct
         of  the  defense  of such  action,  such  conflict  of  interest  to be
         conclusively  established  by an opinion of counsel to the  Company to
         such  effect;  (iii) the counsel employed by the Company and reasonably
         satisfactory  to Indemnitee has advised Indemnitee in writing that such
         counsel's  representation  of  Indemnitee  would  likely  involve  such
         counsel in  representing  differing  interests  which  could  adversely
         affect the judgment or loyalty of such counsel to  Indemnitee,  whether
         it be a conflicting,  inconsistent, diverse  or other interest; or (iv)
         the  Company  shall not in fact have   employed  counsel  to assume the
         defense of such  action,  in each of  which cases the fees and expenses
         of counsel  shall be paid by  the  Company.  The  Company  shall not be
         entitled  to  assume the  defense  of any  action,  suit or  proceeding
         brought by or  on behalf of the  Company  or as to which a conflict  of
         interest   has  been   established   as   provided   in  (ii)   hereof.
         Notwithstanding  the foregoing,  if an  insurance  company has supplied
         directors' and officers'  liability  insurance covering an action, suit
         or  proceeding,  then such  insurance  company  shall employ counsel to
         conduct  the  defense  of  such  action,  suit  or   proceeding  unless
         Indemnitee  and the  Company  reasonably  concur in  writing  that such
         counsel is unacceptable.

         (c) The Company shall not be liable to indemnify  Indemnitee under this
         Agreement  for any amounts  paid in  settlement  of any action or claim
         effected without its written consent.  The Company shall not settle any
         action or claim in any  manner  which  would  impose any  liability  or
         penalty on Indemnitee without Indemnitee's written consent. Neither the
         Company  nor  Indemnitee  shall  unreasonably  withhold  consent to any
         proposed settlement.

         12. Enforcement.

         (a) The Company expressly  confirms and agrees that it has entered into
this  Agreement  and assumed the  obligations  imposed on the Company  hereby in
order to induce Indemnitee to serve as a director,  advisory director or officer
of the Company and  acknowledges  that Indemnitee is relying upon this Agreement
in continuing in such capacity.

         (b) If a claim for  indemnification  or  advancement of expenses is not
paid in full by the Company  within  thirty  (30) days after a written  claim by
Indemnitee  has been received by the Company,  Indemnitee may at any time assert
the claim and bring suit against the Company to recover the unpaid amount of the
claim. In the event Indemnitee is required to bring any action to enforce rights
or to collect  moneys due under this Agreement and is successful in such action,
the  Company  shall  reimburse  Indemnitee  for all of  Indemnitee's  reasonable
attorneys' fees and expenses in bringing and pursuing such action.

         13. Proceedings by Indemnitee.

         The  Company  shall  not  be  liable  to make any  payment  under  this
Agreement  in  connection  with  any  action,  suit or  proceeding,  or any part
thereof, initiated by Indemnitee unless such action, suit or proceeding, or part
thereof, (i) was authorized by the Company,

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<PAGE>

such  authorization  to be conclusively  established by action by  disinterested
members of the Board of Directors though less than a quorum, or (ii) was brought
by Indemnitee pursuant to Section 12(b) hereof.

         14. Effectiveness.

         This  Agreement  is  effective  for,  and shall apply to, (i) any claim
which is asserted or threatened  before,  on or after the date of this Agreement
but for which no action,  suit or proceeding  has been brought prior to the date
hereof,  and (ii) any action,  suit or proceeding which is threatened before, on
or after the date of this  Agreement  but which is not pending prior to the date
hereof.  This Agreement shall not apply to any action,  suit or proceeding which
was  brought  before the date of this  Agreement.  So long as the  foregoing  is
satisfied,  this Agreement shall be effective for, and be applicable to, acts or
omissions occurring prior to, on or after the date hereof.

         15. Non-exclusivity.

         The  rights of  Indemnitee  under  this  Agreement  shall not be deemed
exclusive,  or in limitation of, any rights to which  Indemnitee may be entitled
under any applicable  common or statutory  law, or pursuant to the  Certificate,
the Bylaws, a vote of the stockholders or otherwise.

         16. Other Payments.

         The  Company  shall  not be  liable  to make  any  payment  under  this
Agreement in connection with any action,  suit or proceeding  against Indemnitee
to the extent Indemnitee has otherwise received payment of the amounts otherwise
payable by the Company hereunder.

         17. Subrogation.

         In the event the Company  makes any payment under this  Agreement,  the
Company shall be  subrogated,  to the extent of such  payment,  to all rights of
recovery of Indemnitee with respect  thereto,  and Indemnitee  shall execute all
agreements,  instruments,  certificates or other documents and do or cause to be
done all things  necessary or appropriate to secure such recovery  rights to the
Company including, without limitation,  executing such documents as shall enable
the Company to bring an action or suit to enforce such recovery rights.

         18. Survival; Continuation.

         The rights of  Indemnitee  under  this  Agreement  shall  inure  to the
benefit  of  Indemnitee,   his  heirs,   executors,   administrators,   personal
representatives  and  assigns,  and this  Agreement  shall be  binding  upon the
Company,  its  successors  and  assigns.  The  rights of  Indemnitee  under this
Agreement  shall  continue so long as  Indemnitee  may be subject to any action,
suit or  proceeding  because of the fact that  Indemnitee  is or was a director,
advisory  director,  officer,  employee  or  agent of the  Company  or is or was
serving at the request of the Company as a



                                      -8-
<PAGE>

director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise.  If the Company, in a single transaction or
series of related transactions,  sells, leases, exchanges, or otherwise disposes
of all or substantially all of its property and assets,  the Company shall, as a
condition  precedent to any such  transaction,  cause effective  provision to be
made so that the persons or entities  acquiring  such  property and assets shall
become bound by and replace the Company under this Agreement.

         19. Amendment and Termination.

         No  amendment,  modification,   termination  or  cancellation  of  this
Agreement  shall be  effective  unless  made in writing  signed by both  parties
hereto.

         20. Headings.

         Section  headings of the sections and paragraphs of this Agreement have
been inserted for  convenience of reference only and do not constitute a part of
this Agreement.

         21. Notices.

         All notices and other communications  hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally,  mailed by
certified mail (return receipt requested) or sent by overnight delivery service,
cable, telegram, facsimile transmission or telex to the parties at the following
addresses  or at such other  addresses  as shall be  specified by the parties by
like notice:

             (a)      if to the Company:

                      ResortQuest International, Inc.
                      1355-B Lynnfield Road
                      Suite 245
                      Memphis, TN  38119
                      Attn: Secretary

                      with a copy to:

                      Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                      1333 New Hampshire Avenue, N.W.
                      Suite 400
                      Washington, D.C.  20036
                      Attn: Bruce S. Mendelsohn, Esq.

             (b)      if to the Indemnitee



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<PAGE>

Notice so given shall,  in the case of notice so given by mail,  be deemed to be
given and  received on the fourth  calendar  day after  posting,  in the case of
notice so given by overnight  delivery  service,  on the date of actual delivery
and, in the case of notice so given by cable, telegram,  facsimile transmission,
telex or personal delivery,  on the date of actual  transmission or, as the case
may be, personal delivery.

         22. Severability.

         If any provision of this Agreement shall be held to be illegal, invalid
or unenforceable under any applicable law, then such contravention or invalidity
shall not invalidate the entire Agreement.  Such provision shall be deemed to be
modified to the extent necessary to render it legal, valid and enforceable,  and
if no such modification shall render it legal, valid and enforceable,  then this
Agreement  shall be  construed as if not  containing  the  provision  held to be
invalid,  and the rights and  obligations  of the parties shall be construed and
enforced accordingly.

         23. Complete Agreement.

         This Agreement,  those documents expressly referred to herein and other
documents of even date herewith embody the complete  agreement and understanding
among the parties and supersede and preempt any prior understandings, agreements
or  representations  by or among the  parties,  written or oral,  which may have
related to the subject matter hereof in any way.

         24. Counterparts.

         This  Agreement  may be executed in any number of  counterparts  and by
different  parties hereto in separate  counterparts,  with the same effect as if
all parties had signed the same document.  All such counterparts shall be deemed
an original,  shall be construed  together and shall constitute one and the same
instrument.

         25. Choice of Law.

         This agreement will be governed by the internal law, and not the law of
conflicts, of the State of Delaware.

                            [SIGNATURE PAGE FOLLOWS]


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<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.

                              ResortQuest International, Inc.

                              By:      
                                 ----------------------------------
                                 John K. Lines
                                 Senior Vice President

                              By:      
                                 ----------------------------------
                                 -------------------
                                 Indemnitee


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