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                                                                   EXHIBIT 10.11
                                                                                
                   INTERNET/BUSINESS SITE DEVELOPMENT & HOST
                                   AGREEMENT

     This Agreement ("AGREEMENT") is entered into and effective this 12th day of
November, 1997 by and between RE/MAX International, Inc. ("RE/MAX"), a Colorado
corporation with its principal place of business soon to be relocated to 8390
East Crescent Parkway, Suite 600, Greenwood Village, CO 80111 and Online Systems
Services, Inc. ("OSS"), a Colorado corporation with its principal place of
business at 1800 Glenarm Place, Denver, CO 80202.

     WHEREAS, RE/MAX is interested in creating for itself and providing to its
affiliates a private site on the World Wide Web ("WWW") for their use in
communicating with RE/MAX and other affiliates and benefiting from an array of
other service capabilities and is desirous of assuring that such site is always
competitive, if not state of the art, and regularly enhanced to take full
advantage of emerging technologies, such site is to be a password protected area
on the WWW using HTML documents, Active Server Pages, Databases, Forums, Chat
Rooms and other features, all combined to present a virtual RE/MAX community
which initially will be referred to as "RE/MAX Mainstreet," and such site will
include, among other functions, security, help desk, billing, and Email and will
be hosted and administered for RE/MAX; and

     WHEREAS, OSS is a company with expertise in the design and development of
Internet web pages and their placement on the World Wide Web ("WWW"), a company
that desires to serve the needs of RE/MAX and is capable of developing from its
proprietary OSS FORUMS software and format a custom software product and a
unique, password protected web site on the WWW which meets the needs and
specifications of RE/MAX, is interested in hosting the web site and providing
the other ancillary services required by RE/MAX, and is willing to grant RE/MAX
an industry specific exclusive license respecting the desired customized version
of OS S's proprietary software products to be known herein as the R/M Customized
Software.

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

1.   DEFINITIONS

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

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

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

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

     d.   "DEVELOPED SOFTWARE": Software developed and owned exclusively by OSS,
          including without limitation, that software developed using ASP
          Technology for highly flexible, database-driven WWW web sites and that
          software developed by OSS to enhance or supplement the OSS FORUMS
          Software and/or compliment or integrate the Embedded Software in the
          creation of the R/M Customized Software.
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     e.   "`OSS FORUMS' SOFTWARE": An integrated, creatively interfaced
          combination of Developed Software and Embedded Software which serves
          as OSS's basic suite of virtual community products. The operational
          software package from which OSS's response to RE/MAX's RFP was
          developed.

     f.   "R/M CUSTOMIZED SOFTWARE": "OSS FORUMS Software as customized,
          enhanced and modified by Developed Software and Embedded Software to
          meet the objectives of RE/MAX for "RE/MAX Mainstreet" and which, when
          properly interfaced, supported, and integrated, will provide the
          Deliverables specified by RE/MAX for "RE/MAX Mainstreet."

     g.   "RE/MAX MAINSTREET": The RE/MAX highly flexible, functional, scalable,
          portable, easy-to-use, database driven business, virtual community web
          site which utilizes the R/M Customized Software and which satisfies
          all criteria and specifications identified in the RE/MAX RFP and
          related meetings between RE/MAX and OSS and contemplated by this
          AGREEMENT.

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

     i.   "INDUSTRY EXCLUSIVE LICENSE": An exclusive license within the real
          estate industry, for the term of this license and any renewals
          thereof, to use the OSS FORUMS Software and the Developed Software in
          the bundled product comprising the R/M Customized Software and to use
          exclusively the un-bundled customized Developed Software components of
          the R/M Customized Software. Under the exclusivity terms, OSS agrees
          not to resell or replicate the R/M Customized Software, the bundled
          package comprising the R/M Customized Software

     page 3 missing

          consistent with the specifications set forth in Exhibit A thru F
          attached.

     f.   LINKING AND BRIDGING CAPABILITIES: System flexibility for creating
          data entry, transfer, and retrieval and communication links to third
          party service and content providers, e.g., CyberHomes, on the WWW
          consistent with the specifications set forth in Exhibit E attached.

     g.   ADMINISTRATIVE CAPABILITIES: An OSS FORUMS administrator interface
          which provides for administering and reporting on the subscriber
          accounts, structure of the conferences, chat rooms, libraries, content
          (text), and other components of RE/MAX Mainstreet and otherwise
          consistent with Exhibit F attached. In addition, RE/MAX shall have
          file transfer protocol access for upgrading graphics and layout
          content for the RE/MAX Mainstreet site.

     h.   TELEPHONE HELP DESK: On call subscriber help desk and support
          capabilities which will provide subscribers the ability to speak to a
          technical support agent within (3) minutes of receiving the call.
          Support will be available from 6:00 a.m. until 12 midnight, Mountain
          time, (7) days a week. In addition, technical support will be
          accessible via Email with a response within 24 hours and otherwise
          consistent with Exhibit G attached.

     i.   BILLING CAPABILITIES: Each subscriber will be billed for the
          subscription fee on a monthly basis after initial Conference and Email
          setup is completed and authorization is performed by RE/MAX. The
          subscriber will be billed via an automatic debit to a registered
          credit card and OSS is responsible for collecting the monthly fee.
          Billing disputes and questions can be answered via the on-line
          Telephone Help Desk provided by OSS.

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3.   BENCH MARKS TOWARD COMPLETION

     To assure regular progress toward the timely completion of all required
     software customization and ultimately, the timely availability of RE/MAX
     Mainstreet, OSS and RE/MAX shall meet the following "bench marks":

     a.   On or before November 30, 1997, RE/MAX shall provide to OSS the
          initial requirements for all front page and related graphic and
          textural content. All text to appear shall be provided in a word
          processing format (Microsoft WORD, WordPerfect or ASCII test) via
          computer disk or via Email. Art work, logos, and photos to be used in
          the site shall be provided in the form of digital files.

     b.   On or before December 15, 1997, OSS shall demonstrate online the
          RE/MAX Mainstreet site, accessible via the agreed upon URL address
          "_______________ _______________." Such demonstration need not include
          all graphics and/or text content provided or to be provided by RE/MAX,
          but such demonstration shall include successful functional performance
          of not less than eighty percent (80%) of the OSS FORUMS Software
          features checked as "Yes" in OSS's proposal in response to RE/MAX's
          RFP.

     c.   On or before December 19, 1997, RE/MAX shall provide to OSS the final
          rendition of all front page and related graphic and textural content
          in the formats specified in sub-paragraph "a." above. The parties
          hereto agree that RE/MAX is, and will remain, the exclusive owner of
          all rights in the graphic and textural material, including but not
          limited to its marks, provided by RE/MAX, and the benefit of all use
          thereof in RE/MAX Mainstreet shall enure exclusively to RE/MAX.

     d.   On or before January 10, 1998, OSS shall demonstrate online the RE/MAX
          Mainstreet site, including 100% of the OSS FORUMS features checked as
          "Yes" in OSS's proposal in response to RE/MAX's RFP and not less than
          90% of the additional features to be provided by the R/M Customized
          Software together with 100% of the final renditions of all graphic and
          textural content provided by RE/MAX.

     e.   On or before January 15, 1998, OSS shall demonstrate online 100% of
          all Host Services and 100% of the features to be provided by the R/M
          Customized Software, all in a Pilot program format. Beta testing will
          begin.

     f.   All Deliverables under this AGREEMENT shall be demonstrated by OSS for
          acceptance by RE/MAX on or before March 15, 1998 at which time Beta
          testing will end and RE/MAX Mainstreet will "go live".

     OSS's ability to meet its bench marks is dependent upon receiving certain
     information from RE/MAX as defined in the bench marks in Paragraphs 3(a)
     and 3(c) above. Should RE/MAX fail to meet either or both of those bench
     marks, OSS will make a reasonable effort to adhere to its bench marks,
     however, a new bench mark schedule which reflects a day for a day slip to
     all bench marks will be developed by OSS and become the effective schedule
     of bench marks for purposes of this AGREEMENT. It is acknowledged by both
     parties that any failure of either party to meet any then effective bench
     mark, however justified the reason may be, will necessarily cause the other
     party concern and reaction, including the potential for embarrassment. To
     compensate for such concern and to provide a proper incentive for not
     missing any bench mark, the parties hereto agree that the final payment
     shall be increased by $5,000 for each bench mark missed by RE/MAX through
     no fault of OSS and decreased by $5,000 for each bench mark missed by OSS
     through no fault of RE/MAX.

4.   SOFTWARE LICENSE

     On and subject to the terms and conditions set forth below in this
     Paragraph 4, OSS hereby grants to RE/MAX a one site industry exclusive
     license to use the R/M Customized Software, including all components of the
     Developed Software, the Embedded Software and the OSS FORUMS Software that
     are included in the R/M Customized Software by OSS.

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     a.   OSS TO ACQUIRE EMBEDDED SOFTWARE: To the extent Embedded Software is
          used in the R/M Customized Software and/or to make RE/MAX Mainstreet
          fully operational, OSS shall acquire on behalf of and in the name of
          RE/MAX all Embedded Software and shall configure, interface, and/or
          modify such Embedded Software and then modify, interface and/or
          integrate the same with the Developed Software and the OSS FORUMS
          Software to create a complete, fully operational duplicate of the R/M
          Customized Software.

     b.   COPY OF R/M CUSTOMIZED SOFTWARE TO RE/MAX: OSS shall deliver to
          RE/MAX, for safe keeping by RE/MAX, a fully operational duplicate of
          the R/M Customized Software hereby licensed once it has been
          completed, Beta tested, and found to functionally and effectively
          provide to subscribers all Deliverables contemplated by this
          AGREEMENT.

     c.   LICENSE COVERS FUTURE ENHANCEMENTS, ETC.: The license right conferred
          by this Paragraph 4 shall extend for the initial term and all renewal
          terms of this license and shall be deemed to cover all upgrades,
          enhancements, modifications, revisions, additions, substitutions, and
          replacements of the software created for and/or utilized in the R/M
          Customized Software.

     d.   TERM AND RENEWAL OF LICENSE: This license shall extend for an initial
          term of three (3) years and shall automatically renew for consecutive
          like terms unless RE/MAX gives notice of its intent not to renew in
          writing at least thirty (30) days prior to the expiration of the then
          existing term of license.

     e.   LICENSE SURVIVES THIS AGREEMENT/OSS: This license shall survive
          termination of this AGREEMENT and shall be deemed to be separate and
          apart from the development, hosting, and other services contemplated
          by this AGREEMENT. This license shall survive OSS and be binding on
          its successors, assigns, creditors, parent and/or subsidiary
          corporations, and any other person or entity coming to have knowledge
          of this license. This license shall also survive every transfer of the
          Host Service responsibility to any entity other than OSS, provided,
          however, the monthly fees shall be paid to the entity identified in
          those fee provisions set forth below in this Paragraph 4.

     f.   SOFTWARE SUPPORT BY OSS: OSS shall fully support the software licensed
          for the term of this license and any renewals hereof at the monthly
          software maintenance fee specified in sub-paragraph I of this
          Paragraph 4, provided, however, that in the event of a transfer of the
          Host Service responsibility to an entity other than OSS, which entity
          is willing and capable to take over such software support, OSS shall
          have the option to continue to provide software support at the cost
          specified for the monthly software maintenance fee in sub-paragraph 1
          of this Paragraph 4 or, in the alternative, to forego such monthly
          software maintenance fee and provide RE/MAX with full documentation
          and source codes so that RE/MAX can contract with such third party
          for, or provide its own, software support.

     g.   ESCROW OF DOCUMENTATION AND SOURCE CODES: To assure continuity of
          RE/MAX Main-street irrespective of events which may interfere with or
          preclude OS S's performance under this license or this AGREEMENT, OSS
          agrees to place with a mutually agreeable escrow agent a regularly
          updated copy of the R/M Customized Software together with all the
          source codes and documentation for that and all software included in
          R/M Customized Software, provided, however, the escrow instructions
          shall authorize the release of the source codes and documentation to
          RE/MAX only in the event RE/MAX presents to the escrow agent
          documentation showing the discontinuation of OSS's business operations
          or the bankruptcy of OSS or that OSS has failed to maintain the OSS
          FORUMS Software and/or any Developed Software built into the R/M
          Customized Software. The costs of such escrow shall be borne entirely
          by RE/MAX.

     h.   CONFIDENTIALITY MAINTAINED: In no event shall RE/MAX have the right to
          sell, disseminate, or disclose in any way such source codes or
          documentation other than is necessary for a contractor to provide
          software support/enhancement or to use the source codes or
          documentation for any

                                      -4-
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          purpose other than the maintenance and/or enhancement of the R/M
          Customized Software or RE/MAX Mainstreet business site.

     i.   SALE/TRANSFER OF SOFTWARE BY OSS: Any sale, assignment, or transfer by
          OSS of any software or software rights licensed hereunder shall be
          made expressly subject to this license and the support obligations
          specified herein, provided, however, that in no event shall OSS sell,
          assign, or transfer any rights in such software, or the right to
          collect monthly fees under this AGREEMENT, to any competitor of RE/MAX
          or the parent, subsidiary, agent, or representative of any competitor
          of RE/MAX. This provision shall not be construed to preclude or limit
          in any way OSS's right to license its Developed Software or its OSS
          FORUMS Software or any derivative versions thereof

     j.   NOT ASSIGNABLE: The license conferred upon RE/MAX by this Paragraph 4
          shall not be assignable by RE/MAX without the prior written consent of
          OSS, provided, however, that in the event of the reorganization of
          RE/MAX such that its satellite communication and Internet
          communications are grouped together under a new or existing corporate
          affiliate of RE/MAX, RE/MAX shall have the right to assign this
          license to such corporate affiliate.

     k.   ONE TIME PAID UP LICENSE FEE: The one time advance paid up license
          fee, i.e., $_____ ($_____ for the license to use the VPOS software and
          $_____ for the license to use those components of the OSS FORUMS
          Software built into the R/M Customized Software). Such license fee
          shall be paid initially as part of the Contract Price specified in
          Paragraph 10 hereof and broken out in Paragraph 11 hereof and upon
          each renewal for a three year term of this license. Such license fee
          shall be deemed to include the cost of all upgrades and enhancements
          to the VPOS software and to those components of the OSS FORUMS
          Software built into the R/M Customized Software.

     l.   MONTHLY SOFTWARE MAINTENANCE FEE: The monthly maintenance fee, i.e.,
          $________, shall compensate for the continuing maintenance of those
          components of the Developed Software and/or the OSS FORUMS Software
          built into the R/M Customized Software and for regular upgrades,
          enhancements, modifications, and expansions for keeping the site
          competitive and state of the art. Such monthly maintenance fee to be
          paid to OSS or the entity providing maintenance, upgrade, and
          enhancement services for such components of the Developed Software and
          OSS FORUMS Software.

     m.   TERMINATION OF LICENSE: RE/MAX shall have the right to terminate this
          license for cause upon thirty (30) days prior written notice in the
          event OSS ceases to exist, is acquired by or merges with any other
          entity that directly or indirectly competes with RE/MAX or its
          affiliates, files bankruptcy or goes into receivership, or becomes
          insolvent, fails to meet the minimum performance measures established
          or fails to maintain the R/M Customized Software as required herein,
          or breaches this AGREEMENT and fails to cure such breach within thirty
          (30) days of its receipt of written notice of such breach and demand
          for cure.

5.   SOFTWARE UPGRADES/ENHANCEMENTS

     Consistent with Microsoft's commitment to product enhancements and
     upgrades, OSS hereby agrees that included within the software license set
     forth above in Paragraph 4 hereof is a commitment for the term of the
     license to meet every six (6) months with RE/MAX to discuss possible
     relevant upgrades of possible interest for inclusion in the R/M Customized
     Software and RE/MAX Mainstreet. As to any enhancements of interest to
     RE/MAX, OSS will endeavor to develop a proposal for the inclusion of the
     desired upgrades in the R/M Customized Software and RE/MAX Mainstreet.
     Enhancements and/or upgrades made by OSS in its OSS FORUMS Software or any
     subsequently created custom version thereof shall be made available for
     inclusion in the R/M Customized Software and RE/MAX Mainstreet at the
     request of and at no expense to RE/MAX. Upgrades and enhancements requested
     by RE/MAX that are not otherwise already adapted by OSS to the OSS FORUMS
     Software shall be made the subject of a proposal at fair market value to
     Re/MAX for inclusion in the R/M Customized Software and such proposal shall
     include plans and terms for maintaining such upgrades and enhancements.
     OSS's modifications to software shall be accomplished with a minimum of
     disruption in Host Services and RE/MAX Mainstreet's online availability.

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

6.   LINKS WITH THIRD PARTY SERVICE & CONTEST PROVIDERS

     OSS hereby agrees that RE/MAX shall have the right to develop or require
     OSS to accommodate data insertion and retrieval links and communication
     links on the WWW with third party providers of services and/or content. For
     example, RE/MAX shall have the right at any time during the term of this
     AGREEMENT, to develop itself, or require OSS to develop, a link between
     RE/MAX Mainstreet and the CyberHomes web she, through which link
     subscribers to RE/MAX Mainstreet could insert listing information, carry
     out searches based upon property characteristics, and retrieve property
     listing information, all without leaving the RE/MAX Mainstreet web site.
     Should there be costs to OSS involved in satisfying RE/MAX's request for
     any such link, it is understood that such costs shall be paid or reimbursed
     by RE/MAX, but only to the extent they are reasonable and that such costs
     are consistent with estimates, quotes, or proposals submitted to RE/MAX by
     OSS in advance. It is further understood that if there is a subscriber fee
     or access fee associated with access to any such third party provider,
     RE/MAX shall have the right to charge back or recover such fee from the
     subscribers actually using such link in the form of a special user fee or
     to increase the monthly subscriber fee to reasonably reflect the value of
     the link or both. Furthermore, RE/MAX shall have the right to divide any
     additional income generated from any such link with the third party
     provider, and do so with no duty to account or disclose to OSS the details
     of its relationship with such third party provider, and without sharing
     with OSS any portion of the additional income.

7.   HARDWARE REQUIRED FOR RE/MAX MAINSTREET

     RE/MAX hereby agrees to pay upon receipt of the vendor's invoice, as part
     of the contract price broken out in Paragraph 11 hereof, the sum of $______
     for the acquisition by OSS of the site server (Compaq Proliant 2500R, 128Mb
     RAM, 8.6Gb Raid 5 Disk Storage and Tape), the Email Server (Compaq Proliant
     850R, 64Mb RAM, 4Gb Disk Storage), and Embedded Software needed for the
     development of the R/M Customized Software, development of the Pilot for
     RE/MAX Mainstreet, and, ultimately, for use in providing the Deliverable
     required by this AGREEMENT at the web site created. It is agreed and
     understood that the computer equipment purchased with such $_____ shall be
     and remain the property of RE/MAX. Additional hardware required due to the
     increase in the subscriber volume over time during the term of this
     AGREEMENT shall be purchased by OSS and be and remain the property of OSS,
     provided, however, that should this AGREEMENT be terminated or not renewed,
     or should the Host Service function be transferred to an entity other than
     OSS, RE/MAX shall have the right to acquire such additional computer
     hardware from OSS at the then used, depreciated value. In the event that
     additional hardware is needed as a result of a change in the requirements
     as specified by RE/MAX, RE/MAX agrees to pay for such additional hardware
     and such hardware shall be and remain the property of RE/MAX. RE/MAX shall
     have the right to direct the shipment of any hardware owned initially or
     acquired by it to its headquarters or to the business location of any third
     party that may be selected to assume responsibility for providing the Host
     Services required for RE/MAX Mainstreet.

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8.   HOST SERVICES FOR RE/MAX MAINSTREET

     OSS hereby agrees to host RE/MAX Mainstreet and to provide all services
     contemplated by the role of community web site host and all services of an
     administrative or ancillary nature, including without limitation, security,
     help desk, subscriber billing, and billing administration, online credit
     card validation and/or charge authorizations, monthly, or, if required,
     more frequent, ongoing, maintenance of the foregoing functions as well as
     the basic functions of the RE/MAX Mainstreet web site, all consistent with
     the specifications set forth in Exhibit H attached hereto.

9.   TRANSFER OF HOST SERVICES

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

     a.   A failure on the part of OSS for any reason to fulfill its Host
          Services obligations under this AGREEMENT;

     b.   Any failure or disruption in the business of OSS due to any bankruptcy
          filing by or on behalf of OSS or any other event which threatens the
          ability of OSS to continue to perform its obligations under this
          AGREEMENT;

     c.   Any change in ownership of OSS or any transfer of control of OSS to
          any entity or organization which competes directly or indirectly with
          RE/MAX or its affiliates;

     e.   The disruption of access by subscribers to RE/MAX Mainstreet which
          persists for more than three working days or any repeated disruptions
          of duration greater than four (4) hours in such access, any three (3)
          of which occur within any sixty (60) day period; and

     f.   Reports to RE/MAX from 1.0% of subscribers or fifty (50) subscribers,
          which ever is greater, to the effect they cannot get online or they
          have difficulty getting access to RE/MAX Mainstreet, that chat rooms
          are not available, Email is not functioning, security has been
          breached, access to the Help Desk at RE/MAX Mainstreet is difficult,
          or any other similar type of problem which continues to be reported to
          RE/MAX thirty (30) days after OSS has been notified in writing of such
          problem.

     The transfer of the Host Services function to a new entity shall not
     relieve OSS of its other obligations under this AGREEMENT or the software
     license set forth herein, nor shall it affect the monthly software
     maintenance fee to OSS so long as OSS continues to provide software
     support, enhancements, and upgrades as required by this AGREEMENT. In the
     event, however, that OSS is placed in receivership under any bankruptcy
     order, the obligations of RE/MAX to continue to pay a monthly maintenance
     fee shall be modified automatically to allow RE/MAX to properly compensate
     the third party who will be substituting for OSS in the providing of
     software support.

     In the event of a transfer of the Host Services function to a new entity,
     all monthly subscription fees paid following the effective date of such a
     transfer shall be paid to the new entity assuming responsibility for such
     Host Services, and no portion of any such monthly subscription fees shall
     be due OSS. OSS hereby agrees to cooperate in the orderly transfer of Host
     Services to any third party selected by RE/MAX toward the goal of
     minimizing, if not avoiding entirely, disruptions in RE/MAX Mainstreet
     accessibility and performance.

10.  CONTRACT PRICE

     Pricing for development of the R/M Customized Software and the RE/MAX
     Mainstreet site together with Hosting, Maintenance, Help Desk, and the
     software license set forth herein is specified in Exhibit I attached
     hereto, provided, however, that the final payment (and thus the actual
     contract price) may be

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     adjusted up or down to reflect the amounts to be added or deducted for
     failures to meet the bench marks, all as set forth in Paragraph 3 hereof

11.  PAYMENT TERMS

     Payment terms for hardware costs and the development of the R/M Customized
     Software and the RE/MAX Mainstreet site, i.e., $_________ are as follows:

     $         upon execution of this AGREEMENT

     $         for computer hardware within ten (10) days of the date of receipt
               of the vendor's invoice and after execution of this AGREEMENT.

     $         one time per term paid up license fee for use of the VPOS
               Software, and

     $         one time per term paid up license fee for use of the components
               of the OSS FORUMS Software built into the R/M Customized
               Software, both such paid up license fees payable upon execution
               of this AGREEMENT.

     Balance   As adjusted for any failure by either party to meet any of its
               bench marks, upon acceptance by RE/MAX of all Deliverables
               specified under this AGREEMENT.

     OSS shall be paid for Host Services via the Internet based, credit card
     payment system, which is provided within the R/M Customized Software. Each
     such subscriber payment will be made in the first month that Host Services
     are provided and monthly thereafter. Monthly subscription fee shall be
     collected by OSS as part of its Host Services, provided, however, that if
     in the aggregate the monthly subscription fees due for any month, i.e.,
     $7.00 x #of subscribers, is less than $10,500, OSS shall invoice RE/MAX for
     the difference, minus any rebate that may be due to RE/MAX, and such
     difference shall be paid by RE/MAX to OSS within fifteen (15) days of the
     end of the month in which such difference was invoiced. If the aggregate of
     subscription fees due OSS is greater than $10,500 and if RE/MAX is due a
     rebate under the schedule set forth in Exhibit I attached hereto, such
     rebate shall be paid by OSS to RE/MAX within fifteen (15) days of the end
     of the month for which such subscription fees were due, i.e., RE/MAX's
     obligation to subsidize monthly subscription fees or enjoy a rebate shall
     be determined by subscription fee collections. In any case, whether payment
     is due from or to RE/MAX, OSS agrees to provide with its invoice or
     remittance a monthly report, listing the names and OSS account numbers for
     all subscribers, indicating which are current and which are delinquent,
     with totals supporting the calculation of amounts due. RE/MAX reserves the
     right to adjust the format of this report from time-to-time as it may
     reasonably need such information for other programs, marketing efforts,
     etc.

12.  SUBSCRIBERS & SUBSCRIBER FEES

     RE/MAX reserves the right to determine who is and who is not entitled to
     access to RE/MAX Mainstreet and to modify and update the listings of those
     in either or both categories. Initially, it is the intent of RE/MAX to
     grant access privilege and subscriber rights to all individuals in good
     standing with RE/MAX, who are affiliated with RE/MAX's independently owned
     and operated offices as sales associates, broker associates, broker owners,
     and office managers in addition to the directors, officers, and employees
     of RE/MAX itself and the RE/MAX Regional Operations. The privilege of
     access is linked to continuing affiliation with the RE/MAX organization,
     which in turn is linked annually to the prompt payment of dues to RE/MAX.
     OSS agrees to honor the directions of RE/MAX as to those entitled to
     access, and further agrees to terminate access for anyone who ceases for
     any reason to be affiliated with a RE/MAX office and/or fails to pay when
     due his or her annual dues to RE/MAX. Initially, the access of such persons
     to RE/MAX Mainstreet shall be suspended with a message posted to the
     individual that his or her access is "denied" because records indicate they
     are no longer in good standing with RE/MAX International, Inc. If good
     standing is reestablished, their subscription shall be reinstated and
     access restored without any penalty or re-connection fee. If their good
     standing is not restored, OSS shall cancel their subscriber AGREEMENT,
     their access password, and effectuate a permanent "Lock Out" from access to
     the web site. 

                                      -8-
<PAGE>
 
     RE/MAX will periodically provide OSS with a computer readable list of
     individuals who have ceased to be affiliates in good standing of RE/MAX so
     that OSS can implement this provision.

     The monthly subscriber fee for access to RE/MAX Mainstreet shall be
     determined exclusively by RE/MAX, and RE/MAX shall have the right during
     the initial and any renewal term of this AGREEMENT to add to or change the
     monthly subscriber fee. RE/MAX agrees to publish on RE/MAX Mainstreet a
     notice of monthly subscriber fee changes at least sixty (60) days before
     the effective date of such change. Initially, the monthly subscriber fee
     shall be $___ and such fees shall be divided between RE/MAX and OSS in
     accordance with the gradient schedule set forth in Exhibit I attached
     hereto. If and as subscriber fees are added to or changed, the additional
     revenues generated shall go entirely to RE/MAX for reimbursement of
     development costs of RE/MAX Mainstreet, reimbursement of the monthly
     license fee, and to provide RE/MAX with a royalty for use of its name and
     marks in connection with the RE/MAX Mainstreet web site. OSS agrees that
     access to RE/MAX Mainstreet by the directors, officers, and employees of
     RE/MAX and of the headquarters staff of RE/MAX Regional Operations shall be
     by free subscriber agreements, i.e., a regular subscriber agreement will be
     required, an access name and password will be assigned, but no monthly
     subscriber fee will be charged or accepted by OSS. To facilitate
     implementation of this subscriber fee waiver provision, RE/MAX will provide
     OSS with a directory and/or periodically updated list of the individuals
     who will be entitled to this status.

13.  OWNERSHIP OF OSS INTELLECTUAL PROPERTY

     Except for the rights under the license herein granted to RE/MAX and
     otherwise specifically addressed in this AGREEMENT, it is hereby
     acknowledged and agreed to by OSS and RE/MAX that all rights of any nature
     whatsoever in and to the Developed Software, the OSS FORUMS Software and
     the R/M Customized Software, excluding in all cases Embedded Software, are
     retained by OSS.

14.  OWNERSHIP OF OSS PROPRIETARY TECHNOLOGY

     OSS shall own all worldwide rights, title, and interest in and to the
     Developed Software, including copyright right, and also in and to any
     software tools, specifications, ideas, concepts, know-how, processes, and
     techniques used by OSS in performing the services covered by this AGREEMENT
     (collectively "Proprietary Technology"), including all Intellectual
     Property rights therein. Nothing in this AGREEMENT or otherwise shall be
     deemed to prohibit or limit in any way OSS's right to use the Proprietary
     Technology (as defined herein) or Residual Information, in whole or in
     part, to develop and market any software that is the same in any or all
     respects as the Developed Software, or to develop other software products
     or applications for OSS customers, provided, however, that OSS agrees not
     to sell, resell or license to any third party the R/M Customized Software,
     or any similarly customized version of its OSS FORUMS Software, in its
     entirety or any of the customized components created with funds paid by
     RE/MAX under this AGREEMENT without the written consent of and reasonable
     compensation to RE/MAX. The reasonable compensation demanded by RE/MAX for
     its consent shall not exceed the Contract-Price set forth in Paragraph 10
     hereof and RE/MAX shall not unreasonably withhold its consent for any
     reason, provided, however, that RE/MAX shall not be deemed to be
     unreasonable for withholding its consent absolutely to any proposed sale or
     license of such software to any franchising or real estate competitor of
     RE/MAX or to any entity which in turn is likely to make the same available
     to any such competitor. For purposes of this AGREEMENT, the term
     "competitor" shall be deemed to include the parent, owner, subsidiary,
     trustee or controlling entity over any direct franchising or real estate
     competitor of RE/MAX.

15.  RE/MAX ACKNOWLEDGMENT

     RE/MAX hereby acknowledges that the Documentation and Source Codes for the
     R/M Customized Software may contain trade secrets and confidential
     information of OSS and that providing the R/M Customized Software, in whole
     or in part, to any unauthorized third parties would be harmful to the
     interests of OSS. RE/MAX agrees, therefore, to use reasonable efforts to
     supervise, manage and control the R/M Customized Software, and to safeguard
     all copies of the same licensed under this AGREEMENT using the same degree
     of care that RE/MAX uses to safeguard its own proprietary materials. RE/MAX

                                      -9-
<PAGE>
 
     agrees that, except to the extent expressly authorized in this AGREEMENT or
     the license contained herein, it will not sub-license, re-sell, or
     otherwise authorize any other party to possess or obtain the R/M Customized
     Software.

16.  RE/MAX OWNERSHIP OF DATA, CONTENT & SUBSCRIBER INFORMATION

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

17.  OSS ACKNOWLEDGMENT

     OSS hereby acknowledges that RE/MAX's venture into the area of WWW web site
     development for its affiliates is a matter of trade secret competitive
     business plans and strategy which, upon completion in confidence, will give
     RE/MAX and its affiliates a competitive advantage over other entities and
     organizations that compete directly or indirectly with RE/MAX or its
     affiliates and that RE/MAX estimates that such competitive advantage will
     extend for a period of at least eighteen (18) months. OSS further
     acknowledges that the name "Mainstreet" for a real estate industry related
     web site is unique to RE/MAX and that the database, subscriber information,
     and content of RE/MAX Mainstreet may contain trade secrets, confidential
     information, and/or highly sensitive data. OSS acknowledges and understands
     that RE/MAX and/or its subscriber base will be irreparably damaged if such
     information or its business plans to develop a WWW web site for its
     affiliates were disclosed, sold, or otherwise distributed or made public.
     OSS acknowledges that RE/MAX is the exclusive owner of such business plans
     and such data, content, and information and OSS agrees not to disclose such
     business plans or strategy or such data, content and information and not to
     challenge the validity of any mark owned by RE/MAX, or RE/MAX claim to
     ownership to the site name, "RE/MAX Mainstreet," or of the URL address for
     the site. OSS agrees, therefore, to use its best efforts to protect and
     secure such business plans and strategy and such data, content, and
     subscriber information from third parties and to incorporate into the R/M
     Customized Software such security measures as it deems reasonable and
     appropriate to protect the RE/MAX Mainstreet web site from unauthorized
     use, access, or invasion by third parties. OSS hereby agrees that the terms
     of this AGREEMENT and any knowledge of RE/MAX's business plans and strategy
     and its intentions, relationships, uses, designs, content, drawings,
     partnerships or strategy concerning the application of the R/M Customized
     Software and/or the OSS FORUMS Software and the Developed Software and the
     terms of its REP leading to this AGREEMENT with OSS, third party products,
     membership service goals or other information or technology are to remain
     confidential and will not be disclosed to , discussed with or shared with
     any third party for any reason whatsoever or in any way publicized. No
     information shall be released or made public or disclosed by OSS regarding
     this AGREEMENT or the purposes of the

                                      -10-
<PAGE>
 
     relationship created between OSS and RE/MAX until and unless RE/MAX
     approves in advance and in writing the content and circulation thereof.

18.  DESIGN CHANGES

     Changes to the specifications for the R/M Customized Software or for the
     RE/MAX Mainstreet site or Deliverables requested by RE/MAX may affect
     pricing or completion schedules or both. Any requested design changes will
     be priced on an individual basis, and the specifications and pricing for
     such changes accepted by RE/MAX will be added to this AGREEMENT as an
     addendum. Design changes not withstanding, all elements of this AGREEMENT,
     including pricing, will remain in effect. The parties hereto agree that
     RE/MAX shall have the exclusive right, without consultation with or notice
     to OSS, at any time and from time-to-time to modify the structural,
     graphical, and textural content and appearance of RE/MAX Mainstreet and/or
     to change the name of the web site to something other than RE/MAX
     Mainstreet. OSS agrees to provide RE/MAX with access codes and information
     sufficient to enable RE/MAX to effectuate such changes via online
     modifications, invisible to OSS or subscribers. Changes effectuated by
     RE/MAX of the foregoing type shall not be deemed to be "Design Changes"
     such as would concern OSS or result in any charges or proposals for change
     by or from OSS.

19.  COMPLETION SCHEDULE & DELAYS

     The pricing under this AGREEMENT was developed in part based on certain
     work flow assumptions consistent with the schedule in the OSS proposal in
     response to RE/MAX's RFP and the bench marks set forth in Paragraph 3
     hereof. OSS agrees to provide the necessary resources and to apply those
     resources to the development of the RE/MAX Mainstreet site pursuant to the
     Schedule agreed upon. In the event that the work flow at OSS is disrupted
     for thirty (30) days or more due to delays caused by RE/MAX for any reason,
     including the scheduled delivery of RE/MAX content, RE/MAX will be invoiced
     for project restart charges of 10% of the total value of the web site
     development portion of the contract. If, due to RE/MAX's delay in providing
     its graphical or textural content, and as a result, the project's scheduled
     completion date is extended beyond May 1, 1998, then the web site
     development portion of the price will then become due and payable in full,
     in advance of completion of the development and other OSS responsibilities
     under this AGREEMENT.

20.  LIMITATIONS ON LIABILITY

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

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

21.  RE/MAX INDEMNIFICATION OF OSS

     RE/MAX hereby acknowledges that OSS employees, agents, and officers have
     assumed no liability or responsibility for the content generated by RE/MAX,
     subscribers to RE/MAX Mainstreet or others and supplied to OSS for mounting
     on OSS's servers for Password Protected access via the Internet and World

                                      -11-
<PAGE>
 
     Wide Web (WWW). RE/MAX agrees to indemnify, save, and hold harmless OSS and
     its directors, officers, employees, and agents from and against any and all
     claims arising out of RE/MAX's publication of content on RE/MAX Mainstreet
     and to pay reasonable attorney fees incurred in the defense of any such
     claim, provided, however, that RE/MAX's obligation hereunder for liability
     and defense costs together shall be limited strictly by the amount for
     which such claim could have been settled. This indemnification shall
     include any and all claims of copyright infringement, slander, or libel,
     but excludes any claim to the effect that the Developed Software, the R/M
     Software or RE/MAX Mainstreet as such, infringe any copyrights or other
     rights of third parties. This AGREEMENT does not create or imply and shall
     not be construed to create or imply an agency relationship between OSS and
     RE/MAX. OSS agrees under these terms to provide the specific development
     and Host Services described in this AGREEMENT.

22.  OSS INDEMNIFICATION OF RE/MAX

     OSS hereby acknowledges that neither RE/MAX nor any of its directors,
     officers, employees, or agents have assumed any liability whatsoever for
     the conduct, actions, or performance of OSS under this AGREEMENT, or for
     OSS's performance of Host Services hereunder. OSS hereby agrees to
     indemnify, save, and hold harmless RE/MAX and its directors, officers,
     employees, and agents from and against any and all claims whatsoever,
     including without limitation, claims arising out of the software or
     software development efforts or undertakings of OSS, and claims to the
     effect that any software used in the R/M Customized Software infringes the
     copyrights of any third party or that OSS wrongfully obtained, is not
     entitled to use, or is not the rightful owner of the Developed Software,
     OSS FORUMS Software, R/M Customized Software, Residual Information,
     Intellectual Property, Proprietary Technology and/or trade secrets, and
     confidential information as those terms are defined herein, and claims
     relating in any way to OSS relationships with any employee or independent
     contractor working on the development of the RE/MAX Mainstreet web site or
     involved at any level in providing Host Services under this AGREEMENT. OSS
     further agrees to pay reasonable attorney fees incurred by RE/MAX in the
     defense of any such claim, provided, however, that OS S's obligation
     hereunder for liability and defense costs together shall be limited
     strictly by the amount for which such claim could have been settled. OSS
     does not warrant the license or the reliability of work conducted by any
     third party.

23.  OSS WARRANTIES

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

24.  SECURITY MEASURES & PASSWORD ACCESS

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

                                      -12-
<PAGE>
 
25.  DATA & CONTENT BACK-UP

     As an added safeguard against the possible loss or destruction by fire or
     other means of the R/M Customized Software and other components of the
     RE/MAX Mainstreet web site, OSS shall provide to RE/MAX, in addition to the
     back-up copy of the R/M Customized Software required by the license
     included herein, a monthly copy of all application software, content,
     subscriber identity data, subscriber payment history information with
     billing address, subscriber Email address and password information, and
     operating software residing on the servers allocated to providing access to
     RE/MAX Mainstreet. Such back-up copy shall be maintained by RE/MAX for the
     benefit of itself and OSS should the software and web site become corrupted
     or inoperable for any reason.

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

27.  TERM AND TERMINATION

     The initial term of this AGREEMENT is three years from the effective date
     of this AGREEMENT. This AGREEMENT may be renewed on the same terms and
     conditions set forth herein for up to two consecutive like terms.
     Thereafter, RE/MAX shall have the right to renew the relationship hereby
     created with OSS, but to do so subject to negotiated mutually agreeable
     adjustments in OSS minimum share of monthly subscriber fees to reflect
     circumstances then existing. RE/MAX may terminate this AGREEMENT on any
     annual anniversary of the effective date hereof in the event the service
     does not generate subscription fees sufficient to cover the monthly minimum
     guaranteed to OSS as specified in Addendum A. RE/MAX may terminate this
     AGREEMENT at any time in the event OSS fails to meet or satisfy the Minimum
     Performance Standards established by Paragraph 26 hereof. Either party may
     terminate this contract in the event that the other party breaches this
     AGREEMENT provided that the breach has not been cured, notwithstanding that
     the non-breaching party has given the breaching party written notice of the
     alleged breach and thirty (30) days to cure. This AGREEMENT will
     automatically renew for successive three (3) year terms, commencing at the
     conclusion of the initial three (3) year term, unless written notice of
     intent not to renew is provided by RE/MAX to OSS or by OSS to RE/MAX at
     least ninety (90) days prior to the expiration of the then current term.
     This Paragraph 27 shall be deemed to be separate and apart from the license
     agreement included in Paragraph 4 of this AGREEMENT which itself is
     renewable and terminable, but on the terms specified in Paragraph 4 hereof.

28.  MOST FAVORED NATIONS CLAUSE

     OSS hereby agrees that the terms of this AGREEMENT and the license set
     forth in Paragraph 4 hereof, are at least as favorable as the similar terms
     of similar development agreements, license arrangements, and Host Service
     contracts. In the event OSS hereafter enters into any contract of a similar
     nature that includes additional benefits and/or more favorable terms than
     the benefits and terms of this AGREEMENT and/or the license contained
     herein, OSS agrees to amend this AGREEMENT and/or such license, as the case
     may be, to include such additional benefits and/or more favorable terms.

29.  NOT ASSIGNABLE

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

                                      -13-
<PAGE>
 
30.  CHOICE OF LAW

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

31.  INCORPORATION BY REFERENCE

     Exhibits A through K attached to this AGREEMENT are hereby incorporated
     herein by reference.

32.  ARBITRATION

     IN THE EVENT OF ANY DISPUTE BETWEEN THE PARTIES HERETO REGARDING DUTIES OR
     RESPONSIBILITIES UNDER THIS AGREEMENT, OR ANY OTHER CLAIM BY ONE PARTY
     AGAINST THE OTHER ARISING OUT OF THEIR RELATIONSHIP UNDER THIS AGREEMENT,
     OR THEIR PERFORMANCE OF ANY DUTY OR OBLIGATION RELATING TO THIS AGREEMENT,
     OR ITS SUBJECT MATTER, OR THE RE/MAX MAINSTREET WEB SITE, SUCH DISPUTE
     SHALL BE SUBMITTED TO BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL
     ARBITRATION ACT AM! SHALL BE ARBITRATED BY THE AMERICAN ARBITRATION
     ASSOCIATION IN ACCORDANCE WITH ITS RULES AND PROCEDURES FOR COMMERCIAL
     ARBITRATION.

33.  NO WAIVER

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

34.  ENTIRE AGREEMENT

     This AGREEMENT constitutes the entire agreement between RE/MAX and OSS
     regarding the subject matter hereof, and this AGREEMENT may not be amended,
     altered, or changed except

35.  HEADINGS

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

IN WITNESS WHEREOF, RE/MAX INTERNATIONAL, INC. AND ONLINE SYSTEMS SERVICES, INC.
HAVE EXECUTED THIS AGREEMENT.

ONLINE SYSTEM SERVICES, INC.            RE/MAX INTERNATIONAL, INC.


 /s/                                     /s/
-----------------------------------     ---------------------------------------
By                                      By


___________________________________     _______________________________________
Title                                   Title


___________________________________     _______________________________________
Date                                    Date

                                      -14-