RE/MAX ALL-PRO S.O.A.R.S REVENUE PARTICIPATION PROGRAM

            Dated:  November 17, 2005

I.            INTRODUCTION

            Re/Max All-Pro is pleased to announce the establishment of its S.O.A.R.S. (Supporting Outstanding Agents Revenue Sharing) Program. This plan has been created for the purposes of distributing to its eligible agents a portion of Re/Max All-Pro’s annual gross revenues generated by its real estate activities.  The plan which is being established sets out the criteria for eligibility in the S.O.A.R.S. Program, a definitive measure of sliding scale percentage of the gross revenues which will be placed into the revenue pool for distribution, and the timing of the distribution of gross revenues.
We are enthusiastic about this new program and are confident that it will be a very positive step which will help give all of our agents who participate an incentive to keep Re/Max All-Pro the most successful real estate operation in the Antelope Valley. 

II.            REVENUE POOL

            The revenue pool for periodic distribution for eligible agents will initially be established under the following criteria:

(a)            Percentage of Revenues.  A percentage of the quarterly gross revenues generated by the real estate activities of the Company determined by the Company’s Certified Public Accountant and verified by management will be available for distribution.  This percentage will then be placed in the pool for distribution to eligible agent participants. 

(b)            Definition of Revenues.  The amount available for distribution will be based on the Company’s generated “gross income” defined as follows: 

Gross company real estate and related service income generated from the following activities:

                        Transaction Fees
                        Desk Fees
                        Split Fees - Company Portion
                        Management Fees
                        Escrow Fees
                        Mortgage Fees
                        Title Fees

(c)            Gross Revenue Pool.  The Revenue Sharing Program will be based on a graduated scale of quarterly gross revenues.  The percentages available for distribution of gross revenues for each quarter will be calculated on the following income levels:

Gross Revenue Pool:

  [Example for illustrated purposes only.*]

            Based upon this graduated scale of gross revenues, the revenue sharing distributions available in the pool for the second quarter of 2005 (ending June 30, 2005) and the third quarter of 2005 (ending September 30, 2005) would have been as follows:           

(d)            Distribution.  Once the quarterly revenue has been determined by the Company’s Certified Public Accountant and verified by management, the funds will be distributed to the qualified participants on or before the 20th day following the end of the preceding calendar quarter. 

III.            ELIGIBILITY FOR PARTICIPATION IN THE PROGRAM, QUALIFIED AGENTS

            Qualified agents are those real estate agents who have been affiliated with the Company regardless of the commission program under which their relationship with the

Company is for 12 consecutive months, and had closed 21 transactions (sides) either during the initial 12 month period of time after affiliation with the Company they will be eligible to participate in the S.O.A.R.S.  Agents who have satisfied the time period and volume during the initial 12 month period with the Company and experienced agents who otherwise satisfy eligibility with $5,000,000.00 or over gross sales volume in the immediate past 12 months with their previous broker will be automatically eligible for the next quarter cycle after joining the Company.  To maintain eligibility in the pool after the initial enrollment period of 12 months or of volume, all agents who have closed three transactions (sides) within each calendar quarter will participate in the S.O.A.R.S. program.  Closed transactions are those escrows which have actually closed and recorded within the eligibility period.

* This illustration is for example only.  There are no assurances that the same or similar revenues, number of agents, or distribution amount will remain at these levels. 

IV.            EFFECTIVE DATE

            The first measuring period for the commencement of the S.O.A.R.S program will be the fourth quarter of 2005 beginning on October 1, 2005 and ending on December 31, 2005.

V.            PRORATED DISTRIBUTION

            In the event that an otherwise eligible agent terminates their affiliation with the Company as a licensee, they will no longer be participants.  There will be no prorated distribution to agents who are qualified for only part of the calendar quarter measuring period.

VI.            LOSS OF ELIGIBILITY

            Agents will no longer be eligible for participation in the S.O.A.R.S. program if any of the following take place during the calendar quarter:

            (a)            The agent is no longer affiliated with the Company as a licensed real estate agent.

            (b)            The agent has not met production quotas as set forth above.

            (c)            Loss of real estate license for any duration during the otherwise eligible quarterly period.

VII.            OTHER GENERAL CONDITIONS

            This program has been established and will be maintained in Re/Max All-Pro’s sole discretion.  The distribution to qualified agents will vary each quarter and is expressly dependent on various factors, including the gross revenue of the Company, number of closed transactions which have taken place during the quarter, and the number of agents who are eligible.  This S.O.A.R.S. program and any distribution is in lieu of any other incentive or revenue sharing program previously established by Re/Max All-Pro, all of which have been terminated.  This program may be amended, modified, or terminated in the sole discretion of Re/Max All-Pro at anytime without notice.  If the program is terminated during calendar quarter, then distributions will be calculated on a prorated basis up until the date of termination.

VIII.            REPORTING OF DISTRIBUTIONS

            All distributions to qualified participants will be reported for state and federal income tax purposes as additional commissions and the appropriate tax forms will be distributed at the end of the calendar year to each qualified participant who oversees any distribution from the program.