THE MAURY PEOPLE, INC.

                      FINANCIAL STATEMENTS
                      AS OF DECEMBER 31, 1997 AND MAY 26, 1998
                      TOGETHER WITH REPORT OF INDEPENDENT
                          PUBLIC ACCOUNTANTS





<PAGE>



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To The Maury People, Inc.:

We have audited the  accompanying  balance  sheets of The Maury People,  Inc. (a
Massachusetts  corporation)  as of December 31, 1997 and May 26,  1998,  and the
related statements of operations, changes in stockholders' equity and cash flows
for the year ended December 31, 1997 and the period from January 1, 1998 through
May 26, 1998. These financial statements are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of The Maury People,  Inc., as of
December 31, 1997 and May 26, 1998,  and the results of its  operations  and its
cash flows for the year ended  December  31, 1997 and the period from January 1,
1998 through May 26, 1998,  in conformity  with  generally  accepted  accounting
principles.


ARTHUR ANDERSEN LLP


Houston, Texas
July 24, 1998


<PAGE>



                             THE MAURY PEOPLE, INC.

                                 BALANCE SHEETS
                        (In thousands, except share data)

<TABLE>
<CAPTION>
                                                                                               December 31,   May 26,
                                                                                                  1997         1998
                                                                                               ------------   -------
<S>                                                                                               <C>           <C> 
                                     ASSETS
 CURRENT ASSETS:
    Cash and cash equivalents                                                                     $297          $535
    Cash held in escrow                                                                            553            76
    Accounts receivable                                                                             --            50
    Prepaid expenses and other current assets                                                       19            --
                                                                                                  ----          ----
               Total current assets                                                                869           661

 PROPERTY AND EQUIPMENT, net                                                                        99            87

                                                                                                  ----          ----
               Total assets                                                                       $968          $748
                                                                                                  ====          ====

              LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES:
    Escrow deposits on real estate sales                                                          $553          $ 73
    Payable to property owners                                                                     103           257
    Accounts payable and accrued liabilities                                                       224           282
                                                                                                  ----          ----
               Total current liabilities                                                           880           612

 COMMITMENTS AND CONTINGENCIES

 STOCKHOLDERS' EQUITY:
    Common Stock, no par; 1,000 shares authorized; 200 shares issued
        and outstanding                                                                              1             1
    Retained earnings                                                                               87           135

                                                                                                  ----          ----
               Total stockholders' equity                                                           88           136

                                                                                                  ----          ----
               Total liabilities and stockholders' equity                                         $968          $748
                                                                                                  ====          ====
</TABLE>


   The accompanying notes are an integral part of these financial statements.


<PAGE>



                             THE MAURY PEOPLE, INC.

                            STATEMENTS OF OPERATIONS
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                 January 1
                                             Year ended           Through
                                            December 31,          May 26,
                                                1997               1998
                                            ------------         ---------
<S>                                         <C>                  <C>   
REVENUES:
   Real estate commissions, net               $  829               $  259

   Property rental fees, net                     354                  180

                                              ------               ------
              Total revenues                   1,183                  439

OPERATING EXPENSES                               211                   89

GENERAL AND

ADMINISTRATIVE EXPENSES                          682                  251

                                              ------               ------
   Income from operations                        290                   99

OTHER INCOME:
   Interest income, net                           28                    5

                                              ------               ------
NET INCOME                                    $  318               $  104
                                              ======               ======
</TABLE>


   The accompanying notes are an integral part of these financial statements.


<PAGE>



                             THE MAURY PEOPLE, INC.

                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                        (In thousands, except share data)

<TABLE>
<CAPTION>
                                                    Common Stock              
                                                    ------------                  Retained
                                              Shares           Amount             Earnings              Total
                                              ------           ------             --------              -----

<S>                                           <C>                <C>                <C>                 <C>   
BALANCE, December 31, 1996                    $ 200              $   1              $ (84)              $ (83)
   Net income                                    --                 --                318                 318
   Distributions                                 --                 --               (147)               (147)
                                              -----              -----              -----               ----- 

BALANCE, December 31, 1997                      200                  1                 87                  88
   Net income                                    --                 --                104                 104
   Contributions                                 --                 --                136                 136
   Distributions                                 --                 --               (192)               (192)
                                              -----              -----              -----               ----- 

BALANCE May 26, 1998                          $ 200              $   1              $ 135               $ 136
                                              =====              =====              =====               ===== 
</TABLE>


   The accompanying notes are an integral part of these financial statements.


<PAGE>




                             THE MAURY PEOPLE, INC.

                            STATEMENTS OF CASH FLOWS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                      January 1
                                                                 Year ended            Through
                                                                December 31,           May 26,
                                                                    1997                1998
                                                                ------------          ---------
<S>                                                                <C>                  <C>  
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                      $ 318                $ 104
   Adjustments to reconcile net income to net cash
       provided by operating activities-
       Depreciation                                                   28                   12
   Changes in operating assets and liabilities-
       Cash held in escrow                                          (184)                 477
       Accounts receivable                                            --                  (50)
       Escrow deposits on real estate sales                          184                 (480)
       Prepaid expenses and other current assets                      (6)                  19
       Payable to property owners                                     32                  154
       Accounts payable and accrued liabilities                        1                   54
                                                                   -----                -----
              Net cash provided by operating activities              373                  290
                                                                   -----                -----
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                (77)                  --
                                                                   -----                -----
              Net cash used in investing activities                  (77)                  --
                                                                   -----                -----
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from note payable                                         50                   --
   Payments on note payable                                          (50)                  --
   Distributions to stockholders                                    (147)                (188)
   Contributions                                                      --                  136
                                                                   -----                -----
              Net cash used in financing activities                 (147)                 (52)
                                                                   -----                -----
NET INCREASE IN CASH AND CASH EQUIVALENTS                            149                  238

CASH AND CASH EQUIVALENTS, beginning of period                       148                  297
                                                                   -----                -----
CASH AND CASH EQUIVALENTS, end of period                           $ 297                $ 535
                                                                   =====                =====

SUPPLEMENTAL DISCLOSURE OF NON-CASH
   FINANCING ACTIVITIES:
       Accrued distribution to stockholder                         $  --                $   4
                                                                   =====                =====
</TABLE>


   The accompanying notes are an integral part of these financial statements.


<PAGE>



                             THE MAURY PEOPLE, INC.

                          NOTES TO FINANCIAL STATEMENTS

1.   BUSINESS AND ORGANIZATION:

The Maury People,  Inc. (the  "Company") is a  Massachusetts  corporation  which
provides  vacation property rentals and sales on the island of Nantucket off the
coast of Massachusetts.  The Company provides  non-exclusive rental services for
approximately  1,200 rental units. The Company's  property rental operations are
seasonal, with peaks during the first and fourth quarters of the year.

On May 26, 1998 ResortQuest International,  Inc. ("ResortQuest") consummated its
initial public offering and acquired all of the outstanding stock of the Company
in exchange for cash and shares of ResortQuest common stock (the "Combination").
In connection with the Combination, the owner agreed to reductions in salary and
benefits  which  would have  reduced  general  and  administrative  expenses  by
approximately  $142,000  and $0 for the year  ended  December  31,  1997 and the
period  January 1, 1998  through May 26,  1998.  In  addition,  the  stockholder
retained  non-operating  assets and assumed or retired certain  liabilities that
were excluded from the  Combinations  and the purchase price for the Company was
adjusted for certain working capital adjustments of approximately $4,000.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     Revenue Recognition

The Company records property rental fees upon the receipt of customer  deposits.
The Company  requires a deposit equal to 100% of the rental fee 45 days prior to
the expected arrival date. Since these deposits are non-refundable,  the Company
records its fees and a payable to property owners in the accompanying  financial
statements. The Company records revenue for cancellations as they occur.

Commissions  on real estate sales are recognized at closing and are recorded net
of  the  related  commission  expense  to  unaffiliated   brokers.  The  Company
recognized commission revenues of $1,949,000 and $752,000 and commission expense
of $1,120,000 and $493,000 to affiliated brokers for the year ended December 31,
1997 and the period January 1, 1998 through May 26, 1998.

     Operating Expenses

Operating   expenses  include  agent  commissions,   salaries,   communications,
advertising, and other costs associated with managing and selling properties.


<PAGE>



     Cash and Cash Equivalents

For the purposes of the balance sheets and statements of cash flows, the Company
considers all investments with original maturities of three months or less to be
cash equivalents.

     Property and Equipment

Property and equipment are stated at cost,  and  depreciation  is computed using
the straight-line method over the estimated useful lives of the assets.

Expenditures  for repairs and  maintenance are charged to expense when incurred.
Expenditures for major renewals and  betterments,  which extend the useful lives
of existing  equipment,  are  capitalized  and  depreciated.  Upon retirement or
disposition  of  property  and  equipment,  the  cost  and  related  accumulated
depreciation  are removed from the accounts  and any  resulting  gain or loss is
recognized in the statement of operations.

     Income Taxes

The Company has elected S Corporation  status as defined by the Internal Revenue
Code and state tax statutes,  whereby the Company is not subject to taxation for
federal or state purposes.  Under S Corporation  status, the stockholders report
their share of the Company's  taxable  earnings or losses in their  personal tax
returns.

     Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting   principles  requires  the  use  of  estimates  and  assumptions  by
management in determining  the reported  amounts of assets and  liabilities  and
disclosures  of contingent  assets and  liabilities at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

     Concentration of Risk

The Company's operations are exclusively on Nantucket Island.


                                       2

<PAGE>



3.   DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS:

Property and equipment consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                              Estimated
                                            Useful Lives          December 31,        May 26,
                                              In Years                1997              1998
                                            ------------          ------------        -------
<S>                                              <C>                 <C>               <C>   
Leasehold improvements                           10                  $   56            $   56
Office equipment                                  5                     152               152
                                                                     ------             -----
                                                                        208               208
Less - Accumulated depreciation                                        (109)             (121)
                                                                     ------             -----
Property and equipment, net                                          $   99            $   87
                                                                     ======            ======
</TABLE>

Accounts  payable  and  accrued  liabilities  consisted  of  the  following  (in
thousands):

<TABLE>
<CAPTION>
                                                          December 31,         May 26,
                                                              1997               1998
                                                          ------------         -------
<S>                                                          <C>                 <C> 
Accrued rental commissions                                   $ 66                $ 13
Accrued sales commissions                                      51                  --
Security deposits                                              --                 166
Accounts payable and other accrued liabilities                107                  99
                                                             ----                ----
Total accounts payable and accrued liabilities               $224                $278
                                                             ====                ====
</TABLE>


4.   COMMITMENTS AND CONTINGENCIES

     Lease Obligation

The Company  leases  equipment  and office space under  noncancelable  operating
leases expiring at various times through 2004.  Rental expense was approximately
$166,000 and $70,000 for the year ended December 31, 1997 and the period January
1, 1998 through May 26, 1998, respectively.


                                       3

<PAGE>



The minimum future rental payments under  noncancelable  operating leases are as
follows  (exclusive  of certain pass through  expenses such as real estate taxes
and common area  maintenance  expenses  and  exclusive  of Consumer  Price Index
adjustments):


                Remainder of 1998                              $   96   
                1999                                              204   
                2000                                              197   
                2001                                              195   
                2002                                              188   
                Thereafter                                        232   
                                                               ------   
                                                               $1,112   
                                                               ======   
                                                                        


     Litigation

The Company is involved in certain legal actions  arising in the ordinary course
of business.  Management does not believe that the outcome of such legal actions
will have a material  adverse  effect on the  Company's  financial  position  or
results of operations.

     Insurance

The Company carries a broad range of insurance coverage,  including  multiperil,
workers'  compensation  and an error and omissions  policy.  The Company has not
incurred  significant  claims or losses on any of its insurance  policies during
the periods presented in the accompanying financial statements.

5.   RELATED PARTIES:

At present, the Company intends to transfer its offices to facilities owned by a
trust of which the  owner is the  primary  beneficiary  upon  expiration  of its
existing lease on March 31, 1999. The new lease term extends through March 2004,
with a five year  extension  option.  Annual rent payments begin at $185,400 and
increase  based on increases in the Consumer  Price Index subject to a 6% annual
ceiling on increases.

6.   NOTE PAYABLE:

During  1997,  the  Company  had a $50,000  note  payable to a bank,  due in one
payment  consisting of principal and interest.  The note bore interest at 6.35%.
The note was secured by a security  interest in a deposit account . The note was
paid in full during 1997.


                                       4

<PAGE>



7.   BENEFIT PLAN:

For all eligible employees, the Company sponsors a defined benefit pension plan.
Plan  benefits  are based on years of service and  compensation.  The  Company's
funding  policy is to make  contributions  at a minimum in  accordance  with the
requirements  of applicable  laws and  regulations,  but no more than the amount
deductible for income tax purposes.  The  components of net pension  expense for
the  Company's  retirement  plan,  based  upon the  latest  actuarial  valuation
available, for the year ended December 31, 1997 are presented below:

     Service cost                                                     $  1,459
     Interest cost                                                      39,420
     Actual return on plan assets                                      (95,338)
     Net amortization and deferral                                      75,875
                                                                      --------
                   Net periodic pension expense                       $ 21,416
                                                                      ========


The funded status of the Company's  retirement plan and amounts  included in the
Company's  balance  sheet at December  31,  1997 are set forth in the  following
table:

     Actuarial present value of benefit obligations:

     Accumulated benefit obligation                                  $ 602,557
                                                                     =========
     Projected benefit obligation                                    $ 602,557
     Plan assets at fair value                                         635,448

                                                                     ---------
     Plan assets in excess of projected benefit obligations             32,891
     Unrecognized net gain                                             (70,894)
     Unrecognized net transition obligation                             38,637
                                                                     ---------
                   Prepaid pension asset                             $     634
                                                                     =========


The weighted  average  discount rate used in determining  the actuarial  present
value of the projected benefit obligations was 7.0%. The expected long-term rate
of return on assets was 5.0%.

In connection with the  Combination,  the Plan's  sponsorship was transferred to
the stockholder.

Therefore,  subsequent to the date of these financial statements, the Company is
no longer  responsible for the sponsorship of the Plan or any related liability.
The net periodic pension expense for the period from January 1, 1998 through May
26, 1998 was immaterial.


                                       5