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EXCLUSIVE AGENCY AND  REPRESENTATION AGREEMENT BETWEEN  RESOFT, INC. AND  VENTURE ONE REAL ESTATE, LLC

This Exclusive Agency and Representation Agreement ("Agreement") dated September 1, 2000 (the "Effective Date") is by and between Venture One Real
Estate, LLC, an Illinois limited liability company ("Venture") and RESoft, Inc., a Delaware corporation ("RESoft", formerly known as "Netlink International, Inc.").

RECITALS



ACCORDINGLY,RESoft and Venture, each intending to be legally bound, hereby agree as follows:

AGREEMENT

1.Exclusive Representation:Except as otherwise provided in this Agreement, RESoft hereby appoints
Venture as its exclusive national representative for purposes of marketing RERFP.com, REDOCS and REBUILD to owners, operators, and managers of real estate and to parties that construct, build and
develop real estate (collectively, the "Clients").

2.Geographic Scope:USA.

3.  Term



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4.Fees:During the term of this Agreement, including any renewal terms, RESoft shall pay Venture the
following fees regardless of whether Venture originated the sale to the Client:



5.  Termination:



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6.Change of Control:A "Change of Control" for purposes of this Agreement shall be deemed to have
taken place if:



In
the event of a "Change of Control", RESoft may terminate all or part of this Agreement with the effective date of the termination being no sooner than the end of the
36 month term and Venture shall be entitled to receive, as termination compensation, the fees described in Section 4 collected from Clients and existing as of the effective date of
termination for the terminated product(s), for the 3-year period following the effective date oftermination. Venture shall also receive a one-time termination fee
of $400,000 if RESoft terminates this entire Agreement, or in the event that only a portion of this Agreement is terminated, Venture shall be entitled to receive $133,334 for each of RERFP, REDOCS and
REBUILD that is terminated from this Agreement. The provisions in this paragraph shall survive the termination of the Agreement.

7.Subagents:Venture shall be solely responsible for contracting with representatives and brokers to
assist in its sales and marketing efforts for RERFP, REDOCS and REBUILD and agrees to indemnify and hold RESoft harmless for any and all fees, obligations, costs, expenses or liabilities incurred by
any subagent engaged by Venture. Venture may with the permission of RESoft designate an agent as a secondary agent.

8.Minneapolis/St. Paul:RESoft reserves the right to identify or appoint its own subagent for RERFP,
REDOCS and REBUILD for the Minneapolis/St. Paul market. This subagent shall be subject to the standard subagent agreement being utilized by Venture, and any commissions or amounts due to Venture under
this Agreement shall be reduced by the amount payable to such subagent.

9.Marketing Budget:RESoft shall provide Venture with an initial $150,000 marketing budget for all of
RESoft's products which shall be used for marketing expenses including travel, advertising, entertainment, conventions, and other items as agreed to with the prior consent of RESoft. Venture will
provide a marketing budget for approval by RESoft prior to incurring any such expenses or expending any monies. RESoft shall have no obligation to provide Venture with any funds in excess of the
initial $150,000 for marketing or sales purposes under this Agreement.

10.Performing Market:For purposes of RERFP, a market shall be deemed a Performing Market if at least
ten million (10,000,000) square feet has been entered in the RERFP.com inventory. For purposes of calculating multi-family square footage, each unit shall be deemed to consist of six hundred
fifty (650) square feet.

11.Primary Performing Market:For purposes of RERFP, a market shall be deemed a Primary Performing
Market if a minimum of ten million (10,000,000) square feet is registered in the RERFP.com inventory. If a Primary Performing Market does not increase by one million three hundred

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thousand (1,300,000) square feet during any subsequent 6-month extension period of this Agreement, then RESoft may, by written notice within fifteen (15) days after the end of the
6-month period, terminate Venture's exclusive representation for that market. Notwithstanding the foregoing, in the event a market shall reach twenty-five million (25,000,000)
square feet within the initial 18-month term, it shall be exempt from termination for a period of two (2) years from the end of the initial 18-month term.

12.Vendor List:Venture shall be responsible for identifying real estate vendors in local markets.

13.Assignment of Inventions/No Ownership Interest:Notwithstanding anything contained in this
Agreement to the contrary, Venture shall not obtain or accrue any ownership rights, title or interest whatsoever in and to the RERFP.com program and website, REDOCS program and website and the REBUILD
program and website. Venture's rights shall be limited to the compensation set forth in this Agreement and/or any other rights or interest created by other agreements between the parties hereto, and
Venture shall have no right, title or interest to any intellectual property developed under this Agreement regardless of Venture's involvement or contribution to the development of such intellectual
property.

14.Right to Discontinue.RESoft reserves the right to discontinue the RERFP.com program and website,
the REDOCS program and website and the REBUILD program and website at any time without any further liability to Venture except as otherwise provided in this Agreement. RESoft and Venture agree that
this Agreement will apply to any other landlord/vendor/real estate auction program conducted by RESoft substituted for RERFP.com, to any other General Contractor/Construction auction program conducted
by RESoft substituted for REBuild and to any other document storage and retrieval system conducted by RESoft substituted for REDOCS.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

|VENTURE ONE REAL ESTATE, LLC |  | RESOFT, INC.                
|---------------------------- |  | ----------------------------
|By:                          |  | Mark B. Goode               
|Its: Partner                 |  | Its: Chief Executive Officer

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