Prepared by MerrillDirect





TERMINATION
AGREEMENT


 


             THIS
TERMINATION AGREEMENT (“Agreement”) is effective June 30, 2001, by and between
Venture One Real Estate, LLC, an Illinois limited liability company (“Venture”)
and RESoft, Inc., a Delaware corporation (“RESoft”).


WITNESSETH:


             WHEREAS,
Venture and RESoft entered into a certain exclusive agency and representation
agreement dated September 1, 2000, a copy of which is attached hereto as
Exhibit A (“Agency Agreement”); and


             WHEREAS,
Venture and RESoft desire to terminate the Agency Agreement.  This is Subject to the completion of the
Asset Purchase Agreement between Resoft Inc and IntraNet Solutions, Inc. dated
July 2, 2001.


             NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained, and for one dollar and other good and valuable consideration, the
receipt and sufficiency of which is acknowledged, the parties hereto hereby
agree as follows:


             1.          The recitals set forth above are true
and correct in all material respects and are incorporated herein by reference.


             2.          Venture and RESoft agree the Agency
Agreement is terminated in all respects, with neither party having any rights
or obligations thereunder.


             3.          In consideration for such termination,
and in full satisfaction of and claims of Venture pursuant to the Agency
Agreement, RESoft agrees to pay to Venture the sum of a) direct expenses
incurred totaling $43,964 no later than August 15, 2001 without interest; and,
b) $262,500 no later than October 15, 2001 without interest; and, c) direct
expenses incurred between July 1, 2001 and August 31, 2001 related to Tanya
Splan, as mutually agreed between the parties. 
Such amount shall be evidenced by a promissory note between the parties.


             4.          Venture, its successors, subsidiaries,
affiliates, assigns, officers, shareholders, directors, partners, agents, and
their respective heirs and legal representatives do hereby release and
discharge RESoft and its successors, subsidiaries, parent company (specifically
including Stonehaven), affiliates, assigns, officers, shareholders, directors,
partners, agents, and their respective heirs and legal representatives from all
claims which they now have, ever had, or may hereinafter have in any way
related to the Agency Agreement and any other document, agreement or thing
whatsoever between Venture and RESoft; provided, however, that the release
provisions of this paragraph shall not apply to claims for breach of the terms
and conditions of this Agreement.





             5.          RESoft, its successors, subsidiaries,
affiliates, assigns, officers, shareholders, directors, partners, agents, and
their respective heirs and legal representatives do hereby release and
discharge Venture and its successors, subsidiaries, affiliates, assigns,
officers, shareholders, directors, partners, agents, and their respective heirs
and legal representatives from all claims which they now have, ever had, or may
hereinafter have in any way related to the Agency Agreement and any other
document, agreement or thing whatsoever between RESoft and Venture; provided,
however, that the release provisions of this paragraph shall not apply to
claims for breach of the terms and conditions of this Agreement.


             6.          The parties agree to execute
Cancellation of Exclusive Agency and Representation Agreement as attached
(“Cancellation”).  In the event of a
conflict between the terms and conditions of this Agreement and the Notice of
Cancellation, the terms and conditions of this Agreement shall control.


             IN
WITNESS WHEREOF, the undersigned have executed this Termination Agreement as of
the day and year first above written.


 


	Venture
  One Real Estate, LLC	 	 	RESoft,
  Inc.	 
	 	 	 	Stonehaven
  Realty Trust, Inc.	 
	 	 	 	 	 
	

	 	

	 
	By:	Mark
  B. Goode	 	By:	Duane
  H. Lund
	 	Its:     Partner	 	 	Its:     Chief Executive Officer