Our Vision

EXHIBIT 10.55

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

EXECUTION COPY

Master Distribution Agreement

     This Master Distribution Agreement (the “Agreement”) is entered into as of February 2, 2005, among Homestore Inc., a Delaware corporation (“HS”), Homestore Sales Company, Inc., a subsidiary of HS (“HSC”) and NRT Incorporated, a Delaware corporation (“NRT”). HS and HSC are collectively referred to herein as Homestore.

     Whereas, HS provides, through HSC, online real estate media and technology solutions;

     Whereas, NRT owns and operates real estate brokerage companies (“NRT Local Operating Companies”) throughout the United States which do business under the Coldwell Banker®, ERA®, Sotheby’s International Realty®, The Corcoran Group® and The Sunshine Group® brand names;

     Whereas, Homestore operates a Website located at the URL www.realtor.com (“REALTOR.com”) which contains information regarding homes and lots for sale, and generally charges real estate agents or brokers a fee to display enhanced personal and company contact and content on REALTOR.com in a variety of feature configurations (“Advertisements”); and

     Whereas, NRT desires to purchase certain Advertisements as set forth below.

     NOW THEREFORE, in consideration of the premises and mutual agreements contained herein, the parties hereto agree as follows:

(a) Company Showcase Enhanced Listing – property listing which includes up to six (6) photographs of the property, one or more fields of text describing the property, a photograph of the real estate listing agent, contact information for the

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real estate listing agent and company logo. This Advertisement currently appears on the web page that appears when a consumer clicks on a listing. The current size of (i) the top photograph is 300 pixels wide by 200 pixels high (ii) the photographs cascading down on the left side of the web page are 120 pixels wide by 80 pixels high (iii) the photograph of the real estate agent is 80 pixels wide by 120 pixels high and (iv) the logo is 120 pixels wide by 80 pixels high. As part of the Company Showcase Enhanced Listing, all NRT real estate sales agents, present and future, will (i) be listed in the Find a REALTOR Directory on Realtor.com in the same manner as if the NRT real estate sales agent had purchased the Agent Showcase Enhancement (allows consumers to find a real estate sales agent when searching for a REALTOR® in a specific geographic area) and (ii) be provided the functionality to access the agent control panel feature for consumer usage reporting information, account maintenance settings, and marketing information on Homestore products and services.

     Upon execution, HSC will supply login credentials for NRT offices to NRT’s Director of Electronic Marketing, broken out by NRT office.

(b) Featured Home – thumbnail photograph of a property listing presented on the web page after a search is entered but before the web page presenting the actual search results. The current size of the thumbnail photograph is 120 wide by 80 pixels high. Each Featured Home slot is assigned to a specific zip code (as determined by the United States Postal Service) and is classified into one of three tiers based on the volume of searches on Realtor.com within that zip code. HSC offers four (4) Featured Home slots within tier 1 and tier 2 zip codes. HSC offers eight (8) Featured Home slots within tier 3 zip codes. When a consumer searches on Realtor.com for property listings, the geographic areas defined in their search criteria are compared with the zip codes of all of the property listings designated as a Featured Home. If four (4) or less Featured Homes exist within the area of the search, those Featured Homes are displayed. If more than four (4) Featured Homes exists within the area of the search, the Featured Homes are grouped into sets of four (4) and displayed randomly.

(c) Featured Company/Companion Advertisement – (i) a customizable banner advertisement located in the top right portion of a web page and (ii) a customizable skyscraper advertisement companion advertisement located on the right side of a web page. The current size of (i) the banner advertisement in the top right of a web page is 468 pixels wide by 60 pixels high and (ii) the skyscraper advertisement on the right side of a web page is 120 pixels wide by 600 pixels high. Featured Company/Companion Advertisements will (x) display at such time when users during a session or searches may be geo-targeted and (y) will then display on the home page, the initial search page, the criteria selection page or the search results page. These two advertisements together are referred to as a Companion Advertisement. Each Featured Company/Companion Advertisement is placed in one out of six hundred eighty one (681) local markets. Local markets are based on Metropolitan Statistical Area data sets as defined by

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the U.S. Census Bureau except in certain large Metropolitan Statistical Area data sets where each county is considered a local market (“MSA”). There are ten (10) Featured Company/Companion Advertisement slots per MSA, subject to a twenty percent (20%) cap per MSA per company (it being understood and agreed that separately branded NRT subsidiaries constitute separate companies for the purpose of Companion Advertisements).

(d) Animated Sign Rider – an animated advertisement located within the thumbnail of a property listing on a search results web page and links directly to the listing office’s website or to the listing detail page on which the Advertisement displays. The current size of an Animated Sign Rider is 75 pixels wide by 50 pixels high.

(e) Office Standard Listing Enhancement – logo and office contact information on the property detail page that currently appears on the bottom right side of a search results web page. The current size of the logo is 120 pixels high by 80 pixels wide.

2. Purchase. In consideration of the amounts to be paid to HSC by NRT as set forth in Section 4, HSC will provide NRT with the following during the Term hereof:

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a. Frequency of Display of Companion Advertisements – The Companion Advertisements purchased hereunder shall be displayed on ten percent (10%) of the web pages or other geo-targeted inventory (location within an MSA), per NRT Local Operating Company, for searches within the MSAs that NRT has purchased Companion Advertisements.

     3. Term and Termination. The initial term of this Agreement shall commence on April 1, 2005 (the “Effective Date”) and shall terminate on March 31, 2006 (the “Initial Term”); provided however that NRT shall have the option, in its sole discretion, to extend the Initial Term for two successive annual periods (each two annual periods, “Renewal Term”, and collectively, the “Term”). NRT shall exercise such renewal options by delivering at least sixty (60) days written notice to HSC prior to the expiration of the Initial Term or any Renewal Term. Pricing for the Term is as set forth in Section 4, and all other terms and conditions shall remain the same during the Term.

     During the Term of this Agreement, either NRT or Homestore shall have the right to terminate this Agreement for cause in the event of any material breach of this Agreement by the other party if such breach is not cured within sixty (60) days after the breaching party receives a written notice of such breach from the non-breaching party. Termination of this Agreement for cause pursuant to this section shall not relieve either party from any obligations hereunder due and owing as of the date of such termination. Additional termination rights are set forth in Sections 7, 8, 9, 17 (h) and 27 herein.

     Any party may terminate this Agreement by written notice to the other party, and may regard the other party as in default of this Agreement, if such party becomes

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insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise.

     4. Price. In consideration of the Advertisements to be provided by HSC hereunder, NRT hereby agrees to pay to HSC the following amounts in cash via wire transfer to such bank account as directed by HSC:

(i) For April 1, 2005 through March 31, 2006 – [*] Dollars ($[*]) payable in monthly installments of $[*] per month, payable by the 10^th day of each month;

(ii) To the extent NRT exercises its renewal option, for April 1, 2006 through March 31, 2007 – [*] Dollars ($[*]) payable in monthly installments of $[*] per month, payable by the 10^th day of each month; and

(iii) To the extent NRT exercises its renewal option, for April 1, 2007 through March 31, 2008 – [*] Dollars ($[*]) payable in monthly installments of $[*] per month, payable by the 10^th day of each month.

     In addition, in the event that the number of Company Showcase Enhanced Listings under Section 2(a) hereof exceeds (i) [*] from April 1, 2005 through March 31, 2006, (ii) [*] from April 1, 2006 through March 31, 2007, or (iii) [*] from April 1, 2007 through March 31, 2008, then NRT’s monthly payment will increase by an amount equal to [*] percent ([*]%) of HSC’s then in effect retail price for its enhanced listing product for each Company Showcase Enhanced Listing in excess of the foregoing maximums.

     For the Term of this Agreement, HSC will extend a [*] percent ([*]%) discount to its then in effect retail rates to NRT’s offices that purchase additional Advertisements other than those purchased pursuant to this Agreement. HSC’s current retail rates are set forth in Exhibit E attached hereto, which may be amended by HSC in its sole discretion at any time.

     Any purchases or renewals made by NRT or its Local Operating Companies (but not including purchases made by NRT real estate sales agents) shall be approved in writing by NRT’s Director of Electronic Marketing or his designee (as designated in writing to HSC), and are subject to the terms and conditions of this Agreement (and no additional terms and conditions except with respect to term). For the purpose of clarity, the terms and conditions of this Agreement shall survive as necessary to apply to the entire term of all additional purchases or renewals under the Agreement regardless of the term of such purchase or renewal. Any purchases or renewals after the Term of this Agreement shall be subject to HSC’s standard terms and conditions.

     [*]

     [*]

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     5. Usage Statistics. HSC makes no guarantees with respect to usage statistics or levels of impressions for any Advertisement. NRT acknowledges that delivery statistics provided by HSC are the definitive and binding measurements of HSC’s performance on any delivery obligation to the extent reasonably documented by HSC.

     6. No Resale or Redistribution of Ad Space. Except as set forth herein with respect to distribution to NRT subsidiaries, employees and agents and as set forth in Section 21 (Assignment), NRT may not resell or redistribute to a third party any of its Advertisement rights hereunder.

     7. Additional Limitation of Liability for Advertisements. IN THE EVENT HSC FAILS TO PUBLISH AN ADVERTISEMENT, THE SOLE LIABILITY OF HS AND HSC TO NRT, AND NRT’S SOLE REMEDY, SHALL BE LIMITED TO, AT NRT’S OPTION (i) INTEGRATION OR PLACEMENT OF SUCH ADVERTISEMENT AT A LATER TIME OR (ii) TERMINATION OF THE AGREEMENT UPON THIRTY (30) DAYS WRITTEN NOTICE.

     8. Provision of Advertising Materials; Specifications. NRT will provide all materials for the Advertisements including, without limitation, trademarks, service marks, tradenames, graphics, logos, URL’s, domain names, brand features photographs, text, data, pictures, communications, animation, images, digital and/or audio clips or components or other content or material contained therein, (collectively “Advertising Content”) in accordance with HSC’s policies and specifications then in effect which HSC may modify from time to time and at any time (collectively, “Specifications”), which for the purpose of clarity include (x) HSC’s Technical Standards and Procedures attached hereto at Exhibit F and (y) the current position, size, frequency and content type of the Advertisements set forth herein and in effect from time to time. HSC shall publish Advertising Content in the Advertisements in accordance with the Specifications. HSC’s use of the Advertising Content in the Advertisements in accordance with the current position, size, frequency and content type set forth herein and in effect from time to time. HSC shall not be required to publish any Advertisement that is not received in accordance with such Specifications. HSC shall provide NRT prior written notice of any material change or material modification to the Specifications. For the purpose of clarity, any material change or material modification to the current positioning, size, frequency and/or content type of the current Advertisements is a material change to the Specifications. NRT shall provide HSC with written notice of any such change or modification that adversely impacts NRT and HSC shall have thirty (30) days from the date of such notification to cure such adverse impact. If HSC fails to cure the adverse impact NRT may terminate this Agreement upon thirty (30) days written notice. HSC shall promptly notify NRT of any Advertisement Content that is not received in accordance with such Specifications. HSC will accept the Advertising Content via data feeds from NRT. NRT hereby grants to HSC a non-exclusive, non-transferable, non-sublicenseable, revocable, royalty-free, worldwide, fully paid license to store, use, reproduce, modify, edit and display any Advertising Content in accordance herewith for the sole purpose of appropriately displaying Advertising Content within Advertisements

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pursuant to this Agreement. Without limiting the foregoing restrictions, HSC will comply with NRT trademark usage guidelines in connection with use of any NRT marks, logos, and/or names pursuant to this Agreement attached hereto as Exhibit G. This license granted hereunder to the Advertising Content will terminate immediately upon termination of this Agreement for any reason. Except for the rights and licenses expressly granted to HSC in this Section 8, NRT retains all right, title, and interest in the Advertising Content.

     Except as expressly provided hereunder or as a feature or function of any Advertisements, and without limiting the terms of any licenses granted hereunder, HSC shall not either during or after the Term of this Agreement: (i) make any representations, either express or implied, or create an appearance that a visitor to an HSC Distribution Channel (as defined below) is visiting a website of NRT or any of its affiliated real estate brands (collectively “NRT Websites”), including without limitation, “framing” any page of an NRT Website; (ii) send e-mails using NRT’s, and/or its affiliated real estate brands, names, logos, trademarks, service marks, website URL’s, domain names listed on Exhibit H (collectively “NRT Marks”);(iii) purchase or otherwise contract with a third party to exploit any NRT Marks, or variation or misspelling thereof, as a keyword for the purpose of causing any Homestore web site to appear as a search result in any search engine or for any other reason ; (iv) use or otherwise incorporate NRT Marks or variations or misspellings in the domain name(s) of any Homestore web site; (v) use, or permit others to use, NRT Marks in a manner that infringes upon, misappropriates, and/or otherwise violates NRT’s intellectual property rights in the NRT Marks.

     9. Positioning of Advertisements; Distribution Channels. Except as specifically stated herein, the positioning of Advertisements within the HSC Distribution Channels, as defined below, or on any page thereof is at HSC’s sole discretion. For the purpose of clarity, any material change or material modification to the current positioning of the Advertisements is a material change to the Specifications. HSC may, at its sole discretion, modify or remove any portion of the HSC Distribution Channels, provided however that in the event HSC modifies or removes any HSC Distribution Channel resulting in significantly less viewing traffic of Advertising Content and which results in HSC decreasing its retail rates then in effect for enhanced listings, NRT and HSC will, in good faith, renegotiate the pricing set forth in this Agreement. In the event the parties cannot mutually agree on satisfactory pricing, NRT may terminate this Agreement upon thirty (30) days prior written notice. As used herein, “HSC Distribution Channels” shall mean Internet sites (including co-branded and mirrored versions thereof) and other media (including any and all print media) owned and operated by HSC or its affiliates including but not limited to REALTOR.com®, and third-party Internet sites where Advertisement Content may be distributed and/or electronically displayed (including, e.g. AOL and MSN).

     10. HSC’s Right to Reject, Cancel or Remove Advertisements. Except as specifically stated herein, HSC reserves the right to reject, cancel or remove any Advertisements, URL, link, space reservation or position commitment, at any time, for any reason whatsoever in its reasonable editorial discretion and without any abatement in

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NRT’s payment obligation hereunder. HSC shall provide at least twenty four (24) hours written notice prior to removing any Advertisement. The fact that HSC has not rejected any Advertisement shall not in any way reduce, limit or otherwise affect NRT’s responsibilities and obligations under this Agreement.

     11. Advertisement. The procedure for each Advertisement shall be as follows: (a) NRT shall provide HSC with the Advertising Content in accordance with the Specifications; (b) upon receiving the Advertising Content, HSC is authorized to produce the selected Advertisement by incorporating the Advertising Content. Subject to Section 14 (Content and Linking Guidelines), HSC grants NRT permission to incorporate links to the HSC Site from NRT’s Advertisements. NRT will retain a copy of the Advertising Content provided to HSC for as long as such listing is an active listing. HSC reserves the right to omit or remove Advertising Content in whole or in part if HSC, in its reasonable discretion, finds any part of it to be in violation of the Agreement or otherwise inappropriate. NRT understands that Advertising Content or provision thereof is not confidential.

     12. User Data. For purposes of this Agreement, “User Data” means all data and information collected from or generated about individual(s) who visit the web sites on which the Advertisement is hosted, or data and information collected from consumers that are referred to NRT through the Advertisement. All User Data collected by HSC shall constitute HSC’s proprietary and confidential information. NRT agrees to be bound by the HSC privacy policy located at http://www.homestore.com/AboutUs/Privacypop.asp, as amended from time to time, for User Data. NRT also agrees to use information received from consumers solely for the purpose of responding to their inquiry and to provide services requested by the consumer. NRT will indemnify, defend and hold HSC harmless from and against third party claims alleging that User Data has been improperly used by NRT, NRT employees or agents, or by unauthorized users that obtained such data by penetration of NRT’s web sites or facilities, but solely to the extent that NRT fails to employ commercially standard security measures to protect such websites or facilities from such unauthorized access, or any party to whom NRT discloses the User Data. This indemnity shall be subject to the procedures set forth in Section 18 (Indemnification) hereof.

     13. Proprietary Rights. As between the parties hereto, HSC exclusively owns and retains all right, title and interest in and to the Advertisement in perpetuity throughout the Universe; provided, however that NRT shall retain all its right, title and interest in the Advertising Content. Notwithstanding anything to the contrary contained herein, and subject to HSC’s receipt of payments specified in this Agreement, the Advertisement is licensed (not sold) to NRT by HSC. HSC does not transfer title to the Advertisement to NRT. This non-exclusive license only gives NRT the right to use and display the units of the Advertisement that are licensed to NRT hereunder in accordance with the terms hereof. NRT hereby agrees that to the maximum extent permitted by law, NRT will not decompile, reverse engineer, disassemble or otherwise reduce the Advertisement to a human-perceivable form, in whole or in part, and, except as provided for in this license, NRT will not copy, modify, network, rent, lease, sublicense, or otherwise distribute the

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Advertisement in whole or in part. All rights in and to the Advertisement not expressly granted to NRT in this Agreement are reserved by HSC. For the avoidance of doubt, the terms of this Section 13 shall not in any way limit or restrict NRT’s ownership or usage rights in the Advertising Content. Notwithstanding anything to the contrary herein, NRT retains sole and exclusive discretion over its usage of Advertising Content, provided that such usage does not otherwise violate the terms of this Section 13.

     14. Content and Linking Guidelines. During the Term, website(s) to which any of NRT’s Advertisements link shall not contain any real estate listing information, listings of real estate agents or brokers or home search listings, including Advertisements or links thereto; provided that NRT’s Advertisements may link to NRT Local Operating Company websites or the website of any NRT real estate sales agent.

     If NRT ordered an Advertisement that includes as a feature of the Advertisement the right to create a link from such Advertisement to the HSC Site, HSC hereby grants to NRT a limited, revocable, royalty-free right and license to link to the HSC Site from NRT Local Operating Company websites during the Term, subject to the following provisions: (a) any and all links to the HSC Site (“Authorized Links”) must be configured according to the Specifications; (b) aside from linking to the home page at http://www.REALTOR.com, NRT may not link to or frame any other page in any web site of HSC or its affiliates without HSC’s prior written permission; (c) NRT may not configure any web page in such a way as to require users to register, sign up for services, or otherwise submit personal information as a condition of accessing any web page or service of HSC or its affiliates without HSC’s prior written permission and (d) HSC grants NRT a non-exclusive, non-transferable, non-sublicenseable, royalty-free, revocable, worldwide right and license to use the graphic images, and text and other such images for which HSC grants NRT express permission to use, solely for the purpose of establishing the Authorized Links. Except for the rights and licenses granted to NRT under this Agreement, HSC reserves all of its rights in the graphic images and text, any other images, its trade name and trademarks, and all of its other intellectual property rights. NRT will at all times comply with HSC’s Trademark Usage Guidelines, a copy of which is attached hereto as Exhibit I, which HSC may modify upon reasonable written notice to NRT. In the event NRT fails to adhere to the Specifications (which includes Trademark Usage Guidelines), HSC may revoke NRT’s license to create Authorized Links at any time by providing NRT prior written notice of such revocation.

     15. HSC Reporting Requirements. Within fourteen (14) days of the end of each month during the Term of this Agreement, HSC shall provide NRT with consolidated reports for that month containing (i) the number of impressions and click-throughs for each Featured Company advertisement, broken out by MSA (ii) the number of impressions of each Featured Home within the Featured Home slot, broken out by NRT Local Operating Company, zip code, and multiple listing service listing ID (iii) for each property listing, the number of total property views, and the number of property inquiries (when available), broken out by branch office, multiple listing service listing ID, and date and (iv) the total number of telephone calls received by HSC from NRT real estate sales

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agents and abandonment rate of those calls. The form of each report is set forth in Exhibit J.

     16. Confidentiality and Public Announcements. (a) During the Term of this Agreement, it is anticipated that the parties will learn confidential and/or proprietary information about the other. NRT and HSC will keep confidential such information and any other information which NRT and HSC may acquire with respect to the other’s (including their respective subsidiaries’) business, including, but not limited to, information developed and relating to new products, customers, pricing, know-how, processes, and practices (collectively, “Confidential Information”), and the receiving party shall not (without the prior written consent of the disclosing party) disclose or permit disclosure of such Confidential Information to any third party, unless and until the other party consents in writing to disclosure, or unless such knowledge and information otherwise becomes generally available to the public through no fault of the other party but provided further that, notwithstanding the above, the receiving party may disclose, on a need-to-know basis, such Confidential Information to its third party subcontractors who have signed non-disclosure agreements with the receiving party, and/or to its current employees, officers, or directors, or legal or financial representatives. NRT’s Confidential Information also shall include any proprietary and/or confidential information related to NRT’s employees, franchisees, sales associates, brokers.

     In addition, neither party shall distribute any press release or notices to third parties or other publicity concerning this Agreement and the transactions contemplated hereby without the prior written consent of the other party. Notwithstanding the foregoing, NRT may generally advertise the volume of the products purchased hereunder and the retail value related thereto, but not financial terms related thereto.

     Neither party will disclose to any third party, without the other party’s prior written consent (except on a need-to-know basis to its third party subcontractors who have signed non-disclosure agreements with the receiving party, and/or to its current employees, officers, or directors, or legal or financial representatives), the subject of this relationship without first providing the other party with the opportunity to review and offer reasonable objection to the contemplated publication. It is understood, however that the restrictions listed in this Section 16 shall not apply to any portion of Confidential Information which: (i) was previously known to a receiving party without obligations of confidentiality; (ii) is obtained after the effective date of this Agreement from a third party which is lawfully in possession of such information and not in violation of any contractual or legal obligation to a disclosing party, or in breach of this Agreement, with respect to such information; (iii) is or becomes part of the public domain through no fault of the receiving party; (iv) is independently ascertainable or developed by the receiving party or its employees without any breach of this Agreement by the receiving party; (v) is required to be disclosed by applicable law, rule or regulation, (vi) is required to be disclosed by administrative or judicial action provided that the receiving party immediately after receiving written notice of such action notifies disclosing party of such action to give disclosing party the opportunity to seek any other legal remedies to

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maintain such confidential information in confidence; or (vii) is approved for release by written authorization of the disclosing party.

          (b) With respect to personally identifiable information of NRT’s employees, franchisees, sales associates, brokers, and/or customers (including, but not limited to, names, phone numbers, e-mail addresses, and/or postal addresses) of such individuals that is not the subject of any of the exclusions of Confidential Information as specified in Section 16(a) above, but provided that HSC uses such information solely for the purposes of the applicable exclusion (“NRT Personal Data”), HSC agrees that it shall not, and shall not authorize others to, (a) sell or rent Personal Data to any other entity, or (b) use or disclose Personal Data except as necessary (i) to perform the services required by NRT hereunder and/or the applicable individual(s) to whom the information belongs (the “Services”), (ii) for HSC or its affiliates to send marketing and informational e-mail communications to NRT sales associates solely of a nature reasonably related to the Services and/or real estate services. In addition to the foregoing, HSC shall not otherwise use or disclose NRT Personal Data without the prior written consent of NRT and the applicable individual(s) to whom the information belongs, and in such case HSC shall only use such NRT Personal Data to the extent expressly permitted by NRT and such individuals(s). Without limiting the foregoing, HSC shall only use NRT Personal Data in accordance with applicable law. Solely with respect to e-mail communications using NRT Personal Data sent to NRT sales associates, HSC shall be permitted to use its current third party e-mail provider (the “Third Party Provider”) solely for purposes set forth in subsection (ii) of the foregoing sentence, provided that the Third Party Provider has agreed in writing to maintain the confidentiality of NRT Personal Data. HSC shall indemnify, defend and hold harmless NRT and its parent and affiliates and their officers, directors, employees, representatives and agents, from and against any and all Losses (as defined below), pursuant to the terms of Section 18, arising out of, related to or in connection with any acts or omissions of the Third Party Provider.

     (c) The terms of this Section 16 shall survive any expiration or termination of this Agreement.

     17. Representations and Warranties; HSC Obligations.

     (a) Each of the parties represent, warrant and covenant that (i) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; (ii) the execution, delivery and performance of this Agreement has been authorized by all necessary corporate action and will not violate any agreement, order, constituent document, law or regulation to which it is bound or subject and (iii) it will perform its obligations hereunder at all times in accordance with all applicable laws, rules and regulations, including but not limited to the CAN-SPAM Act.

     (b) NRT represents, warrants and covenants that to the best of its knowledge after reasonable inquiry and investigation (i) the Advertising Content is true, complete and accurate and that it has the right to provide the Advertising Content and to permit HSC’s use of the Advertising Content in accordance with the terms of this Agreement; (ii) the

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Advertising Content is in compliance with the Technical Standards and Procedures and does not otherwise interfere with the function or performance of HSC’s Site; (iii) the Advertising Content will not: (A) infringe, violate or misappropriate any third-party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or right of publicity or privacy, or breach any agreements or licenses to which NRT is bound; (B) violate any law or regulation, including without limitation those governing export control; (C) be defamatory or trade libelous; (D) be pornographic or obscene or contain any nudity or other sexual materials; (E) contain (and NRT shall not introduce into HSC’s and/or its affiliates’ or parent company’s computer systems, databases, or software) viruses, Trojan horses, worms, time bombs, or other similar harmful or deleterious programming routines; (F) contain material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent, or otherwise objectionable or offensive; (G) contain content promoting or encouraging a raffle, contest, game, or pyramid scheme requiring payment of a fee by participants; (H) contain hate propaganda or fraudulent material or activity; (I) contain any property owner information, including but not limited to name and phone number, and for sale by owner listing information or (J) contain NRT confidential information or trade secrets or the confidential information or trade secrets of a third party.

     (c) HSC represents, warrants and covenants that to the best of its knowledge after reasonable inquiry and investigation the Advertisements, the publishing of the Advertisements through the HSC Distribution Channels, and Technical Standards and Procedures including all content contained therein (with the exception of Advertising Content displayed in accordance with the terms of this Agreement), and the services relating thereto provided by HSC (collectively, the “HSC Materials”) will not (A) infringe, violate, or misappropriate any third party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or right of publicity or privacy, or breach any agreements or licenses to which HSC is bound (collectively, any breach of this Section 17(c)(A) shall be referred to hereinafter as “Infringement”), (B) violate any law or regulation, including without limitation those governing export control; (C) be defamatory or trade libelous; (D) be pornographic or obscene or contain any nudity or other sexual materials; (E) contain (and HSC shall not introduce into NRT’s and/or its affiliates’ or parent company’s computer systems, databases, or software) viruses, Trojan horses, worms, time bombs, or other similar harmful or deleterious programming routines; (F) contain material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent, or otherwise objectionable or offensive; (G) contain content promoting or encouraging a raffle, contest, game, or pyramid scheme requiring payment of a fee by participants; (H) contain hate propaganda or fraudulent material or activity; (I) unless permitted by its operating agreement with NAR, contain any property owner information, including but not limited to name and phone number, and for sale by owner listing information. HSC further represents, warrants and covenants that it has the right to provide the Advertisements and services set forth herein.

     (d) HSC will use commercially reasonable efforts to ensure that any and all third party owners and/or operators of websites which contain Advertising, comply with the applicable terms and conditions of this Agreement.

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     (e) HSC agrees to ensure a commercially reasonable response time for users accessing REALTOR.com and agrees to respond to any page delivery problems reported by users of the web site within one (1) business day after notice of such problem is received by HSC.

     (f) NRT agrees to assign one (1) person from its Information Technology department as its NRT Project Manager and HSC agrees to assign one (1) person from its Information Technology department as its HSC Project Manager. Such Project Managers shall communicate with each other in the event there are issues related to the service or functionality of REALTOR.com.

     (g) HSC agrees to provide a dedicated toll free telephone number Monday through Friday from 6 am to 5 pm PST to answer questions from NRT sales associates, including but not limited to password reset inquiries. The average abandoned call rate for inbound calls to HSC from NRT real estate sales agents shall not exceed [*] percent ([*]%). For each month in which the abandonment rates exceeds [*] percent ([*]%) HSC shall refund $[*] to NRT.

     (h) Within [*] ([*]) [*] of receipt of notice, HSC agrees to use commercially reasonable efforts to correct all errors, bugs, derivations or failures in the performance of REALTOR.com so that it performs in accordance with specifications. In the event of any outage of REALTOR.com which (a) continues unabated for a period of [*] ([*]) [*], and/or (b) in the aggregate lasts more than [*] during any thirty (30) day period (excluding outages for scheduled maintenance or overall general outage of Internet connectivity), NRT shall have the right to immediately terminate this Agreement upon ten (10) days written notice to HSC.

     (i) HSC agrees to provide an immediate telephone response from a trained technical representative to an NRT representative in the Information Technology department in the event HSC is notified or becomes aware of an emergency, including but not limited to power outage or a material decrease in functionality of REALTOR.com.

     18. Indemnity. Each party agrees, at its own expense, to indemnify, defend and hold harmless the other party and its parent and affiliates and their officers, directors, employees, representatives and agents (“Indemnified Parties”), from and against any and all third-party (which shall include employees, agents, representatives of the Indemnified Party) claims, damages, expenses, losses, costs (including reasonable attorneys’ fees and costs) or liability or expenses of any kind (collectively “Losses”) incurred by the Indemnified Parties arising out of, related to or in connection with (a) the breach by the indemnifying party of its representations or obligations under this Agreement or (b) the Advertising Content (provided that NRT’s obligations hereunder shall only apply to the extent HSC (and/or any other Indemnified Parties related to HSC) use(s) the Advertising Content in accordance with the terms of this Agreement) or (c) any material, product or service provided by the indemnifying party to any party (including without limitation,

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any warranty claims, consumer protection claims and claims of trademark or copyright infringement, defamation, breach of confidentiality, privacy violation, false or deceptive advertising or sales practices) or (d) the indemnifying party’s willful misconduct and/or intentional or grossly negligent actions or breaches hereunder. Each party agrees to promptly notify the indemnifying party in writing of any indemnifiable claim. The indemnified party shall cooperate in all reasonable respects with the indemnifying party and its attorneys in the investigation, trial, defense and settlement of such claim and any appeal arising therefrom. The indemnified party may participate in such investigation, trial, defense and settlement of such claim and any appeal arising therefrom, through its attorneys or otherwise, at its own cost and expense. No settlement of a claim that involves a remedy other than the payment of money by the indemnifying party shall be entered into without the consent of the indemnified party, unless the settlement includes an unconditional general release of the indemnified party which consent will not be unreasonably withheld. For the purpose of clarity, HS and HSC agree that they are jointly and severally liable for the representations, warranties and agreements contained herein by such parties, and that in all cases HS guarantees any performance obligations of HSC including without limitation the indemnification provisions set forth herein.

     19. Disclaimer of Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AND COVENANTS EXPRESSLY SET FORTH HEREIN, ALL ADVERTISEMENTS PROVIDED BY HSC HEREUNDER ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY SET FORTH HEREIN, HOMESTORE, ON ITS OWN BEHALF AND ON BEHALF OF ANY THIRD PARTIES, INCLUDING WITHOUT LIMITATION THIRD PARTY BENEFICIARIES: (a) EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTIABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF ANY ADVERTISEMENT CONTENT (BUT WITHOUT LIMITING THE TERMS OF SECTION 17(c)(A)), AND ANY IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR COURSE OF PERFORMANCE; (b) DOES NOT WARRANT THAT THE OPERATION OF THE ADVERTISEMENTS WILL BE UNINTERRUPTED OR ERROR-FREE; (c) DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS DERIVED FROM THE ADVERTISEMENTS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, LEAD GENERATION, INCREASE IN BUSINESS OR OTHERWISE; AND (d) SPECIFICALLY DISCLAIMS ANY WARRANTIES THAT THE ADVERTISEMENTS WILL FUNCTION OR ARE COMPATIBLE WITH SUCH COMPUTER HARDWARE OR SOFTWARE WITH WHICH NRT OR OTHERS MAY USE TO USE OR ACCESS THE ADVERTISEMENTS, SUBJECT TO THE SPECIFICATIONS. NRT IS SOLELY RESPONSIBLE FOR ENSURING THAT ANY COMPUTER HARDWARE OR SOFTWARE NRT USES IS COMPATIBLE WITH AND/OR FUNCTIONS WITH THE ADVERTISEMENTS.

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     20. Limitation of Liability. IN NO EVENT SHALL ANY PARTY BE LIABLE HEREUNDER FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), WARRANTY, GUARANTEE OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL SURVIVE AND APPLY NOTWITHSTANDING THE VALIDITY OF THE LIMITED REMEDIES PROVIDED FOR IN THE AGREEMENT. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT AFFECT A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 18 (Indemnification) HEREOF.

     21. Assignment. Except as set forth in this Section, neither NRT or Homestore may assign any portion of this Agreement or any licenses granted hereunder, voluntarily or involuntarily, including without limitation by operation of law, without the prior written consent of the other party, except that either party may assign this Agreement without the other party’s consent in the case of a merger, consolidation, or sale of all or substantially all of the assignor’s assets with or to an unaffiliated third party. Any attempt to otherwise assign this Agreement shall be null and void, except that NRT may assign this Agreement to an affiliate of NRT in connection with a corporate reorganization; provided that (i) NRT shall remain liable as a guarantor of the payment obligations hereunder and (ii) no such assignment shall extend NRT’s rights hereunder to third parties, including franchisees of its parent corporation. No person or entity not a party hereto shall have any interest herein or be deemed a third party beneficiary hereof, and nothing contained herein shall be construed to create any rights enforceable by any other person or third party.

     22. Independent Contractor. NRT and Homestore are, and will be deemed to be, independent contractors with respect to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship between the parties. Neither party nor any of its agents or employees shall have any right or authority to assume or create obligation of any kind, whether express or implied, on behalf of the other party.

     23. Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

     24. Captions Headings. Captions and paragraph headings used in this Agreement are for convenience only and shall not be used to interpret any provision hereof.

     25. Entire Agreement. This Agreement, together with the Exhibits, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof, and is intended as the parties’ final expression and complete and exclusive statement of the terms thereof, superseding all prior or contemporaneous agreements,

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representations, promises and understandings, whether written or oral, and may be amended or modified only by an instrument in writing signed by both parties.

     26. Notices. Any notice required or permitted to be given hereunder shall be (a) in writing, (b) effective on the first business day following the date of receipt, and (c) delivered by one of the following means: (i) by personal delivery; (ii) by prepaid, overnight package delivery or courier service; or (iii) by the United States Postal Service, first class, certified mail, return receipt requested, postage prepaid. All notices given under this Agreement shall be addressed, in the case of Homestore, as follows:

Attn: General Counsel
Homestore Inc.
30700 Russell Ranch Road
Westlake Village, California 91362

All notices given under this Agreement shall be addressed, in the case of NRT, as follows:

NRT Incorporated
339 Jefferson Road
Parsippany, NJ 07054
Attn: Bruce Zipf, President

With copies to: same address
Attn: Ken Hoffert, General Counsel
Attn: Rob Campbell, Director, Electronic Marketing

     or to such other addresses of which the parties have been advised in writing by any of the above-described means. Personal delivery to a party or to any officer, partner, agent, or employee of such party at its address herein shall constitute receipt. The following shall also constitute receipt: (i) a party’s rejection or other refusal to accept notice, and (ii) the inability to deliver to a party because of a changed address of which no notice has been received by the other party. Notwithstanding the foregoing, no notice of change of address shall be effective until ten (10) days after the date of receipt thereof. This Section shall not be construed in any way to affect or impair any waiver of notice or demand herein provided.

     27. Force Majeure. Notwithstanding anything to the contrary contained in this Agreement, the failure or delay in performance by a party (other than the payment of money) shall be excused to the extent it is caused by an event beyond that party’s control, provided that the party prevented from or delayed in rendering performance notifies the other party immediately in writing and in detail of the commencement and nature of such cause, and provided further that such party uses its best efforts to render performance in a timely manner, utilizing to such end all resources reasonably required in the circumstances. If such event continues beyond ninety (90) days, either party may terminate this Agreement.

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     28. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. With respect to any litigation arising out of or relating to this Agreement, the parties agree that it shall be exclusively filed in and heard by the state or federal courts with jurisdiction to hear such suits located in Los Angeles County, California and each party hereby submits to the exclusive jurisdiction of such courts.

     29. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same Agreement.

     30. Severability. In the event that any provision of this Agreement shall be held to be void or unenforceable, the remaining portions shall remain in full force and effect.

     31. Survival. Any provision of or obligation under this Agreement which contemplates performance or observance subsequent to any termination or expiration of this Agreement shall survive any such termination or expiration, and shall continue in full force and effect. In addition, all provisions of this Agreement shall survive the termination or expiration of this Agreement to the fullest extent necessary to give the parties the full benefit of the bargain expressed herein and of the intent contemplated hereunder.

17

     IN WITNESS WHEREOF, each party has executed or caused its duly authorized officer to execute this Agreement the day and year first above written.

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Exhibit A

Examples of Positioning, Size and Font of Advertisements

19

Exhibit B

Featured Home Zip Code Slots

20

Exhibit C

Desired Zip Code Slots

21

Exhibit D

Companion Advertisement MSAs

22

NRT Featured Company Availability

Exhibit E

HSC Retail Rates

23

Office Standard

Animated Sign Rider

Featured Company (companions)

Featured Homes

Exhibit F

Technical Standards and Procedures

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REALTOR.com ^® Technical Standards and Procedures

Please adhere to the following new HTML Guidelines when creating your Custom Ad Copy. To better serve both professionals and consumers, REALTOR.com® reserves the right to remove or modify any HTML tags that may disrupt the integrity of REALTOR.com®, without notification.

REALTOR.com HTML Guidelines

Exhibit G

NRT Trademark Guidelines

25

SOTHEBY’S
INTERNATIONAL REALTY

SOTHEBY’S
INTERNATIONAL REALTY®
IDENTITY STANDARDS
MANUAL

CONTENTS

CONTENTS

1. INTRODUCTION

WELCOME TO THE SOTHEBY’S INTERNATIONAL REALTY® SYSTEM. THIS IDENTITY STANDARDS MANUAL IS DESIGNED TO GUIDE YOU IN THE CORRECT AND CONSISTENT USE OF ONE OF OUR MOST VALUABLE ASSETS:THE COLLECTION OF BRANDED ELEMENTS THAT HELP DEFINE AND DIFFERENTIATE THE SOTHEBY’S INTERNATIONAL REALTY® SYSTEM. THIS IDENTITY MANUAL WILL HELP YOU UNDERSTAND HOW TO USE THE SOTHEBY’S INTERNATIONAL REALTY® LOGO, AS WELL AS HOW TO APPLY THE BRAND ELEMENTS ACROSS A WIDE RANGE OF COMMUNICATION MATERIALS USED IN BRAND MARKETING. ADDITIONALLY, THE STANDARDS ENSURE THAT YOUR RELATIONSHIP WITH SOTHEBY’S INTERNATIONAL REALTY AFFILIATES, INC. WILL BE CLEARLY DELINEATED IN ALL COMMUNICATIONS.

I. INTRODUCTION

Whether you are running an ad, hanging a sign, creating a brochure or handing out a business card, you have the opportunity to communicate the distinctive qualities that define the Sotheby’s International Realty® brand. The full measure of the brand will be built not only through your interaction with customers, but incrementally, ad by ad, web page by web page, sign by sign. Each element of communication reinforces what theSotheby’s International Realty® brand represents.

As an established real estate professional,you already know the value of a strong brand in the crowded real estate brokerage industry. Success is based as much on reputation as it is on the perception of your name. TheSotheby’s International Realty® brand carries with it a centuries-old tradition of quality and service that began with the venerable auction house established in 1744. Well-defined brands help shape the way customers think and feel about your business even before they walk in the door or respond to an advertisement. Though an existing brokerage name may be familiar to customers in a local or regional market, being affiliated with a global brand brings to your brokerage all the positive associations and brand equity that are part of the Sotheby’s International Realty® brand. In addition, your company benefits from all the marketing done by Sotheby’s International Realty Affiliates, Inc., wherever the name appears.

TheSotheby’s International Realty® service marks, trademarks and logotypes are licensed by Sotheby’s International Realty Licensee Corporation, a subsidiary of Cendant Corporation who, in turn, licenses these marks to Sotheby’s International Realty Affiliates, Inc. You are authorized to use the marks pursuant to your franchise agreement with Sotheby’s International Realty Affiliates, Inc. Each company granted permission to use the marks is required to protect them by adhering to the standards and regulations set forth in this Identity Manual.

THIS IDENTITY MANUAL IS PART OF THE POLICY AND PROCEDURES MANUAL.

The standards on the following pages must be adhered to without variation. You are required to use our approved suppliers (see Section 7) for all your materials, including stationery, business cards, yard signs, etc. They are familiar with the standards for using the marks and will afford you optimum purchasing efficiencies. If a situation should arise that requires any departure from the standards in this Identity Manual, prior approval in writing must be obtained from Sotheby’s International Realty Affiliates, Inc.

INTERNATIONAL MASTER FRANCHISORS AND FRANCHISEES

If you are an international master franchisor or franchisee, the applicable identity standards may be different. Please contact your master franchisor for the applicable identity standards for your country.

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2. THE SOTHEBY’S INTERNATIONAL REALTY® TRADEMARKS

OUR TRADEMARKS ARE AMONG OUR MOST IMPORTANT ASSETS. THEY REPRESENT OUR COMPANY AND OUR BRAND TO THE WORLD. AS SUCH, CORRECT AND CONSISTENT USE IS CRITICAL TO MAINTAINING THE PRESTIGIOUS REPUTATION ASSOCIATED WITH THE SOTHEBY’S INTERNATIONAL REALTY® BRAND. THIS SECTION DESCRIBES THE CORRECT USE OF OUR TRADEMARKS. TAKE CARE TO FOLLOW THIS GUIDE CAREFULLY TO ENSURE PROPER USE IN ALL APPLICATIONS.

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2. THE SOTHEBY’S INTERNATIONAL REALTY® “TRADEMARKS

Using The Sotheby’s International Realty® Name With Your Business Name

When you become a Sotheby’s International Realty® affiliate, your business will operate under a business name or “DBA” (which stands for “doing business as”) that combines your business name and the Sotheby’s International Realty® name.

For example:

     Smyths & Jones Sotheby’s International Realty

You may not abbreviate the Sotheby’s International Realty® name. Your company name must be pre-approved by Sotheby’s International Realty Affiliates, Inc. It should provide clear identity, and should never cause confusion with other offices or firms, or refer to a geographic area or imply a national scope. Also, your business name should not use any word or name that denotes any brand segmentation of the marks or categorization based upon luxury, quality, preeminence or similar categorization.

For example, National Real Estate, Colorado Realty or United States Real Estate Associates would be inappropriate and confusing when used as your company name along with the Sotheby’s International Realty® trademark.

Premier Sotheby’s International Realty® would be inappropriate because it would tend to segment or categorize the brand.

When referring to your business name in text, you should consult the specific guidelines provided in this Identity Manual. For example, when referring to your business name in text, you should not use the registered trademark symbol (®). The Sotheby’s International Realty® name, with your trade name, should always be written out completely.

Legal Disclaimers

MINIMUM REQUIRED DISCLAIMERS

Every piece of printed literature given directly to consumers (i.e., brochures, postcards), excluding stationery, business cards, listing ads and classified ads, must contain the following legal disclaimer, set in approximately 6-point type using Gill Sans typeface:

For stationery, business cards, listing ads, classified ads and all signage, the following Minimum Required Disclaimer must be used:

If a piece such as a flyer, door hanger or postcard is to be distributed to consumers, precede the previously mentioned legal disclaimers with:

Every piece of broadcast communication (i.e., radio and TV commercials, locally produced TV shows) used by affiliates must contain:

The use of the Sotheby’s International Realty® name or logo is not permitted on checks or purchase orders without the appropriate Minimum Required Disclaimer. Also, remember that for all uses of theSotheby’s International Realty® name or logo, you must comply with all of the guidelines set forth in this Identity Manual.

Please refer to page 11 for Minimum Required Disclaimers on Internet usages.

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2.THE SOTHEBY’S INTERNATIONAL REALTY®TRADEMARKS

Using The Sotheby’s International Realty® Name In Text

When referencing theSotheby’s International Realty® brand name separately from your business, the name must always be accompanied by the ® symbol. You may not refer to the brand as “Sotheby’s” alone or attach “International Realty” to any other name. You should not abbreviate the words “Sotheby’s International Realty® or our corporate name Sotheby’s International Realty Affiliates, Inc.

When referring to Sotheby’s International Realty Affiliates, Inc. or your business name in text, do not use the registered trademark symbol (®). The Sotheby’s International Realty® name, with your trade name, must be written out completely.

Do not use the registered symbol when using your business name (i.e., Smythe & Jones Sotheby’s International Realty).

CORRECT USES OF OUR NAME IN TEXT:

INCORRECT USES OF OUR NAME IN TEXT:

When referencing SOTHEBYSREALTY.COM, it must always appear in lower case bold with no spaces, as demonstrated here:

Failure to use a registered trademark in the correct manner may lead to the loss of its status as a protected mark. Therefore, careful consideration must be taken to ensure that our trademarks are used correctly in all applications.

TYPOGRAPHY

The only approved typefaces that may be used are Gill Sans and Minion families of fonts. These are not the fonts for the Sotheby’s International Realty® Affiliate Logo Lock-up, which is a custom-designed illustration. These fonts should be used as supporting typefaces when creating ads, brochures and other printed materials.

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2. THE SOTHEBY’S INTERNATIONAL REALTY® TRADEMARKS

You will be provided with a proprietary Logo Lock-up consisting of the Sotheby’s International Realty® Logo and a unique type treatment for your business name. Existing logos or type treatment may not be used.

Please refer to Section 3 of this Identity Manual for details about the proper use of the Logo Lock-up.

The Sotheby’s International Realty® Logo is the core element in the Sotheby’s International Realty® Affiliate Logo Lock-up. While it appears to be rendered in a commercially available typeface, it is a specially created illustration that should not be re-created. When you become a member of the Sotheby’s International Realty® system, you are legally obligated to adhere to the exact and correct use of our trademarks.

Many common items such as stationery, yard signs and personal promotion literature can only be purchased with company-specific, imprinted information. When utilizing brochures or pre-printed presentation materials that do not have company-specific imprinted information, you must use the die-cut feature for insertion of a business card (when available) to ensure that your company name is displayed in the materials. Depending on the item, the Minimum Required Disclaimers (see page 6) must always appear in upper and lower case Gill Sans type style each time your company name appears in conjunction with the Sotheby’s International Realty® name or any mark.

Uses On The Internet

Whether you’re creating a site for your company, your team or yourself, you must follow our corporate name and trademark guidelines. In addition, company and office Web sites must comply with this Identity Manual.

This section uses a fictional company in Parsippany, NJ (“Your Team Sotheby’s International Realty”), a fictional Sales Associate (Jane Smith) and a fictional Internet Service Provider (“ISProv”) to show you how all these guidelines apply on the Web.

ESTABLISHING WEB ADDRESSES

When most people refer to the “address” of a Web site, they’re talking about its domain name. In order to connect a particular domain name to your Web site,you must first register that name, pay a registration fee, and provide certain administrative and technical contact information.

See http://www.internic.net/regist.html for a complete list of accredited registrars.

If you are establishing a Web address for a company or office site, and intend to use the Sotheby’s International Realty® brand name in that address, make sure you do so correctly.

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2. THE SOTHEBY’S INTERNATIONAL REALTY® TRADEMARKS

IN YOUR DOMAIN NAME, YOU MAY USE:

Your full, approved company name, for example:

A modification of your approved company name*, for example:

*Note that any abbreviation of the Sotheby’s International Realty® name is acceptable in the context of a domain name only, NOT in the content of a Web site. All other references to the brand name must always spell out the Sotheby’s International Realty® name correctly, and must use the fully-approved company name (i.e., Your Team Sotheby’s International Realty).

GEOGRAPHIC IDENTIFIERS

With a large number of franchised brokers and sales associates around the world, it’s inevitable that some companies and individuals will have duplicate names. Locally this isn’t a problem, but on the Web it can be challenging.

If you are creating a company or office Web site, and duplication of names is a concern for you, you may want to include your geographic location (city and state) in your domain name.

THESE EXAMPLES ARE ACCEPTABLE:

THESE EXAMPLES ARE NOT ACCEPTABLE:

If you intend to use the words “Sotheby’s International Realty” with a geographic identifier in your domain name, you may refer to the Sotheby’s International Realty® brand ONLY if you include your company name, for example:

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2. THE SOTHEBY’S INTERNATIONAL REALTY® TRADEMARKS

AVOIDING CONFUSION

It is important to avoid confusion between Sotheby’s International Realty Affiliates, Inc. and its franchisees and sales associates, and to distinguish theSotheby’s International Realty® brand from other real estate brands.

This means that in your domain name, you should never separate the Sotheby’s International Realty® brand name from the rest of your address by placing it between two dots or between two slashes.

UNACCEPTABLE ADDRESSES MIGHT INCLUDE:

INFORMATION ACCURACY

You are solely responsible for the information and other content that you choose to make available on your Web site, SOTHEBYSREALTY.COM or on any other Web site or online service. Accordingly, you should carefully consider what information and other content is permissible to be reproduced and displayed in accordance with applicable trademark, copyright, patent and other laws. In addition, you must adhere to all restrictions (including Sotheby’s International Realty® system restrictions and applicable local laws) governing the accuracy and presentation of advertising and the promotion of your business on the Internet and through all other online services.

Refer to Section 3 for guidelines on the use of the Sotheby’s International Realty® Affiliate Logo Lock-up on the Internet.

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2. THE SOTHEBY’S INTERNATIONAL REALTY® TRADEMARKS

BRAND USAGE GUIDELINES

In addition to following corporate guidelines in creating your Web address, you must also represent the Sotheby’s International Realty® brand correctly in the actual content of your site. All of the rules regarding the use of the Sotheby’s International Realty® name should be applied to your Web site.

MANDATORY DISCLAIMERS

Office,company, team and individual Web sites must contain disclaimers on every page. Disclaimers are most often found at the bottom of the page.

Make sure each of your pages includes the following:

ONLINE ADVERTISING

Any Web presence is considered online advertising. This means that your content is subject to many regulations, and should be carefully considered before being made public.

You are solely responsible for the information and other content that you make available anywhere on the Web. This includes SOTHEBYSREALTY.COM and your own business Web site. Make sure you comply with the following:

As a Sotheby’s International Realty® franchisee,you may request a link from SOTHEBYSREALTY.COM to your company or office Web site. Sotheby’s International Realty Affiliates, Inc. reserves the right to disapprove and deny access to any franchisee whose Web site contains content which violates this Identity Manual or otherwise threatens to damage the Sotheby’s International Realty® service mark, and may include suspension from any awards program.

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2. THE SOTHEBY’S INTERNATIONAL REALTY® TRADEMARKS

SUBMITTAL FOR APPROVAL

In order to be listed on SOTHEBYSREALTY.COM and any other Sotheby’s International Realty® Web sites, all company and office Web sites must first be submitted for approval to the Franchise Administration Department.

A team or individual site does not need to be submitted to the Franchise Administration Department, but should be reviewed by the managing broker. The broker is responsible for ensuring that all sites associated with his or her office comply with legal and trademark regulations.

To submit a company or office Web site for approval, follow these steps:

EMAIL SIGNATURES

Email is a primary form of communication for Sotheby’s International Realty® affiliates. Therefore, consistent representation for our identity is important.The purpose of the email signature is to provide easy access to contact information for your customers, as well as important information regarding confidentiality. A recommended email signature content and format is shown here:

Jonathan Smythe
Senior Real Estate Consultant
***@***

Smythe & Jones Sotheby’s International Realty

123 Street Address, Suite 1700
Anytown ST 10000
###-###-#### f ###-###-#### c ###-###-####

Notice of confidentiality: This transmission contains information that may be confidential and that may also be proprietary; unless you are the intended recipient of the message (or authorized to receive it for the intended recipient), you may not copy, forward, or otherwise use it, or disclose its contents to anyone else. If you have received this transmission in error, please notify us immediately and delete it from your system.

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3. THE SOTHEBY’S INTERNATIONAL REALTY® AFFILIATE LOGO LOCK-UP

A SPECIAL LOGO HAS BEEN CREATED TO REPRESENT YOUR AFFILIATION WITH SOTHEBY’S INTERNATIONAL REALTY AFFILIATES, INC. TO MAINTAIN THE PRESTIGIOUS REPUTATION ASSOCIATED WITH THE SOTHEBY’S INTERNATIONAL REALTY® BRAND AND YOUR LOCAL BRAND, CONSISTENT USE OF THE LOGO LOCK-UP IS IMPERATIVE. IN THIS SECTION, SPECIFIC GUIDELINES FOLLOW THAT EXPLAIN THE PROPER USE OF THE LOGO. ALWAYS REFER TO THE GUIDELINES WHEN PREPARING ARTWORK FOR COMMUNICATION MATERIALS.

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3. THE SOTHEBY’S INTERNATIONAL REALTY® AFFILIATE LOGO LOCK-UP

Preferred Logo

The preferred Sotheby’s International Realty® Logo Lock-up will be either a 1-line, 2-line or 3-line version depending on the length of your DBA. Once this is determined, a Logo Lock-up will be created for you. You must always use this version of the Sotheby’s International Realty® Logo Lock-up in either its horizontal or vertical configuration. YOUR AFFILIATE LOGO LOCK-UP WILL BE A CUSTOM-DESIGNED ILLUSTRATION. YOU MAY NEVER ATTEMPT TO ALTER, REPLICATE OR CREATE YOUR OWN VERSION.

Visually, a 50/50 size relationship must be maintained between the Sotheby’s International Realty® Logo and your company’s DBA. You must never alter this relationship. If your existing company logo contains an icon that has regional equity, it may be incorporated into your Sotheby’s International Realty® Affiliate Logo Lock-up in approved or accepted applications (see page 16).

1-LINE DBA

The length of the DBA must never be longer than the word “Sotheby’s” in the Sotheby’s International Realty® Logo. The x-height of the letters in the DBA can never exceed the cap-height of the word “Sotheby’s” in the Sotheby’s International Realty® Logo.

[LOGO]

1-line DBA Affiliate Logo Lock-up

2-LINE DBA

The length of the DBA must never be longer than the word “Sotheby’s” in the Sotheby’s International Realty® Logo. The measurement from the top of the cap-height of the first word to the baseline of the second must never exceed the height measured from the cap-height of the word “Sotheby’s” to the baseline of the words “International Realty” in the Sotheby’s International Realty® Logo.

[LOGO]

2-line DBA Affiliate Logo Lock-up

3-LINE DBA

The length of the DBA must never be longer than the word “Sotheby’s” in the Sotheby’s International Realty® Logo.The measurement from the top of the cap-height in the first word to the baseline of the last word can never exceed a measurement 2.25 times the height of the “S” in the Sotheby’s International Realty® Logo.

[LOGO]

3-line DBA Affiliate Logo Lock-up

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3. THE SOTHEBY’S INTERNATIONAL REALTY® AFFILIATE LOGO LOCK-UP

Online Usage

The Logo Lock-up must be used correctly and consistently in the online space to maintain the premium quality standards established by this Identity Manual.

The Sotheby’s International Realty® Logo must remain proportional for online applications.

When presented online, the Sotheby’s International Realty® Logo should never be smaller than 50 pixels high from the endpoints of the center rule.

In order to maintain the integrity of the Sotheby’s International Realty® Logo, a minimum amount of clear space should surround the logo on Web sites or other online usage. The minimum amount of clear space that should surround the logo should be greater than or equal to the dimension of the vertical capital “S” in the Sotheby’s International Realty® Logo.

[LOGO]

Online Affiliate Logo Lock-up Minimum Size

[LOGO]

Online Surrounding Clear Space

15

3. THE SOTHEBY’S INTERNATIONAL REALTY® AFFILIATE LOGO LOCK-UP

Your Company’s Icon

If there is equity in your current logo in your business market, you may incorporate an icon derivative of your current logo in the Sotheby’s International Realty® Affiliate Logo Lock-up. USE OF ANY ICON, AND THE SIZE AND ELEMENTS CONTAINED IN YOUR ICON, ARE SUBJECT TO THE PRIOR APPROVAL OF SOTHEBY’S INTERNATIONAL REALTY AFFILIATES, INC.

Shown here is the general area that may be dedicated to your approved icon and its relationship to the Sotheby’s International Realty® Logo. Please note that your logo is included in the space attributed to your business name for purposes of maintaining the 50/5O size relationship.

In the vertical 2-line Logo Lock-up, your company’s icon height cannot exceed the distance from the top of the capital “S” in “Sotheby’s” to the baseline of “International Realty,” must align horizontally with the imaginary line that runs through the mid-point of your DBA, and must maintain a distance of at least the cap-height of the “S” in “Sotheby’s” between your DBA and the icon.

In the horizontal Logo Lock-up, your company’s icon aligns horizontally with the imaginary line that runs through the mid-point of your DBA. The space between your icon and your DBA is equal to half the height of the capital “S” in the Sotheby’s International Realty® Logo.

[LOGO]

Vertical 2-line DBA Affiliate Logo Lock-up with Icon

[LOGO]

Horizontal 2-line DBA with Icon

16

3. THE SOTHEBY’S INTERNATIONAL REALTY® AFFILIATE LOGO LOCK-UP

COLOR

The distinctive and elegant color of your Affiliate Logo Lock-up helps distinguish your communications. You must follow the standards for color exactly when producing your own material.

In lieu of the specific blue and gray colors indicated throughout this manual, you may use the PANTONE® colors listed, the standards for which are shown in the current edition of the PANTONE formula guide.

The colors shown on this page and throughout this manual have not been evaluated by Pantone, Inc. for accuracy and may not match the PANTONE Color Standards.

Pantone® is the property of Pantone, Inc.

17

3. THE SOTHEBY’S INTERNATIONAL REALTY® AFFILIATE LOGO LOCK-UP

MINIMUM SIZE AND CLEAR SPACE

The Affiliate Logo Lock-up must be clearly visible wherever it appears, therefore the logo should not appear in sizes smaller than one inch in height for the vertical Logo Lock-up and 1.25 inches in length for the horizontal Logo Lock-up.

The Affiliate Logo Lock-up must never be obstructed from view by distracting graphics or images. Always maintain a minimum clear space around the logo as exhibited here.

[LOGO]

Vertical 2-line DBA Affiliate Logo Lock-up Minimum Size

[LOGO]

Horizontal 2-line DBA Affiliate Logo Lock-up Minimum Size

[LOGO]

Vertical 2-line DBA Surrounding Clear Space

[LOGO]

Horizontal 2-line DBA Surrounding Clear Space

18

3. THE SOTHEBY’S INTERNATIONAL REALTY® AFFILIATE LOGO LOCK-UP

MISUSE

[LOGO]

Do not change the font for the DBA

[LOGO]

Do not change the scale of the logo elements

[LOGO]

Do not rearrange the logo elements

[LOGO]

Do not reverse logo elements separately

[LOGO]

Do not use the DBA without the Sotheby’s International Realty® Logo

[LOGO]

Do not add anything to the logo

[LOGO]

Do not change the logo color

[LOGO]

Do not delete the rule

[LOGO]

Do not rotate the logo

[LOGO]

Do not scale the logo disproportionately

19

4. SIGNAGE

FIRST IMPRESSIONS ARE CRITICAL. SIGNAGE REPRESENTS THE FIRST POINT OF CONTACT FOR THE MAJORITY OF YOUR CUSTOMERS, THEREFORE THE DESIGN OF YOUR SIGNAGE AND ITS CONSISTENT REPRODUCTION IS IMPERATIVE.

Signage must be ordered from a Sotheby’s International Realty® approved vendor. For a list of approved vendors, see Section 7.

20

4. SIGNAGE

YARD SIGNS

The standard yard sign consists of a square blue panel with white type and square corners. The size of the overall sign is 24” wide by 24” tall.

The diagram shown here demonstrates the correct proportions and sizes for all yard sign design elements.

The Minimum Required Disclaimer (see page 6) must appear on the yard sign as shown.

DBA:
Logo Lock-up

PHONE NUMBER:
"left" style="">WEB ADDRESS:
"left" style="">DISCLAIMER:
"left" style="">OPTIONAL YARD SIGNS (Pg.22)

Optional yard signs have been developed incorporating agent names into the signage.The size of the overall sign is 24” wide by 30” tall to allow for the addition of names.They allow for either one or two agent names and contact numbers, with and without icons. If you do not see an appropriate option here consult our Corporate Marketing Department.

The minimum required disclaimer (see page 6) must appear on the yard sign as shown.

DBA:
Logo Lock-up

PHONE NUMBERS:
"left" style="">AGENT NAMES:
"left" style="">WEB ADDRESS:
"left" style="">DISCLAIMER:
"left" style="">[LOGO]

2-line DBA Affiliate Logo Lock-up

[LOGO]

2-line DBA Affiliate Logo Lock-up with Icon

21

4. SIGNAGE

OPTIONAL YARD SIGNS (cont’d.)

[LOGO]

1 Agent and 2-line DBA Affiliate Logo Lock-up

[LOGO]

1 Agents and 2-line DBA Affiliate Logo Lock-up with Icon

[LOGO]

2 Agents and 2-line DBA Affiliate Logo Lock-up

[LOGO]

2 Agents and 2-line DBA Affiliate Logo Lock-up with Icon

22

4. SIGNAGE

RIDERS

Message riders can be used on the top or bottom of the yard sign. Copy for standard riders begins four inches from the left edge and is flush left. All riders are six-inch-high panels with square corners. The standard rider is 24 inches wide. Twelve-inch and 36-inch riders are also available from our approved vendors. The rider width must match the yard sign width.

TOP-OF-SIGN RIDERS

Top-of-sign riders are always Sotheby’s International Realty® Blue with type reversing to white. These should always refer to an action being taken on behalf of the sale of the property. Standard signs are available for commonly used riders (i.e., Sold, Under Contract). Custom riders can be created following these guidelines.

BOTTOM-OF-SIGN RIDERS

Bottom-of-sign riders are always Sotheby’s International Realty® Blue with type reversing to white. These should always refer to an agent, phone number or feature of the house. Again, standard signs are available from the approved vendors. Customized signs can be created following these guidelines.

SOLD

Top-of-Sign Rider — Single Word

"left" style="">UNDER CONTRACT

Top-of-Sign Rider-Multiple Words

"left" style="">Waterfront

Bottom-of-Sign Rider — One Line

"left" style="">Jonathan Smythe
123 ###-###-####

Bottom-of-Sign Rider-Two Lines

FIRST LINE:
"left" style="">SECOND LINE:

"center" style="">23

4. SIGNAGE

OPEN HOUSE SIGNS

The open house sign is similar to the standard yard sign. The diagram at right illustrates the correct design elements for the open house sign.

The Minimum Required Disclaimer (see page 6) must appear on the open house sign.

The open house sign is also available as a rider (see page 23).

DBA:
Logo Lock-up

OPEN HOUSE:
"left" style="">DISCLAIMER:
"left" style="">[LOGO]

24

4. SIGNAGE

BUILDING SIGNS

Horizontal and vertical format signs have been designed to provide maximum flexibility for a variety of application requirements. Building signs have been established in halo illuminated, internally illuminated, face illuminated and non-illuminated letters. Your building or city may have different requirements. It is therefore recommended that you consult with one of our approved vendors to explore your options.

Specific measurements are not given because the size of sign you will require will vary depending on your location, the size of your office, local zoning requirements and so on. The designs are based on a grid system, which can be enlarged proportionally to suit your specific needs.

Building signs contain three pieces of information — the Sotheby’s International Realty® Logo, the Affiliate name and the Minimum Required Disclaimer. You must use the Logo Lock-up we provide to you which maintains a 50/50 visual relationship between the Sotheby’s International Realty® logo and the affiliate name.

Note: No slogans, telephone numbers, marks or other words may appear on the building sign. Any variations from these specifications must be submitted to Sotheby’s International Realty Affiliates, Inc. for approval.

REQUIRED DISCLAIMER

The Minimum Required Disclaimer (see page 6) must appear on the building sign, aligned left with the vertical rule and displayed in Gill Sans upper and lower case in white.

ELECTRICAL REQUIREMENTS

Electrical wiring is another vital factor in planning the construction of your sign, which should adhere to national industry standards. For example, there are great differences in cost and quality of ballast, which must be Underwriters Laboratories (U/L) approved with U/L-approved waterproofing and pure aluminum weatherproof raceways. All wiring and wiring systems must be pure U/L-approved copper.

[LOGO]

Square

[LOGO]

Square with Icon

[LOGO]

Horizontal: Long Format

[LOGO]

Horizontal: Long Format with Icon

25

4.SIGNAGE

BUILDING SIGNS (cont’d.)

[LOGO]

Face illuminated Logotype and Text

[LOGO]

Non-illuminated

[LOGO]

Halo Illuminated Logotype and Face Illuminated Text

[LOGO]

Internally Illuminated

26

5. STATIONERY

THE DESIGN OF OUR STATIONERY REFLECTS THE SOPHISTICATED IMAGE OF THE BRAND. SPECIFIC PAPER AND PRINTING GUIDELINES ARE PROVIDED, AND MUST BE FOLLOWED CAREFULLY TO ENSURE CONSISTENCY AND QUALITY REPRODUCTION.

Approved vendors must be used for all stationery. See Section 7.

27

5. STATIONERY

LETTERHEAD

Our letterhead design continues the sophistication established for our stationery system.

SIZE

8.5” X 11”

PAPER

Crane’s Crest, 100% Cotton Pearl White Wove, 28#

INK

Letterhead can only be printed in Sotheby’s International Realty® Blue and Dark Gray with the Sotheby’s International Realty® Logo printed in Sotheby’s International Realty® Blue. Complete color specifications can be found on page 17.

DESIGN

Your letterhead design may include your icon if you so choose. Exhibits are shown with and without an icon. The Minimum Required Disclaimer (see page 6) must be positioned at the bottom of the letterhead, aligned left with the vertical rule, in 6 pt. Gill Sans, upper and lower case.

Symbols and awards, such as the Realtor symbol, are permitted at the bottom of the letterhead, .25” from the bottom and no taller than .25”.

TYPOGRAPHY

For typography specifications, see page 7.

[LETTERHEAD]

28

5. STATIONERY

LETTERHEAD (cont’d.)

DBA:
Logo Lock-up
Color: Sotheby’s International Realty® Blue

NAME:
s International Realty® Blue

TITLE AND ADDRESS:
s International Realty® Dark Gray

NUMERALS:
s International Realty® Dark Gray

WEB SITE:
s International Realty® Dark Gray

MINIMUM REQUIRED DISCLAIMER:

Font Gill Sans Regular
Size: 6
Color: Sotheby’s International Realty® Dark Gray

[LETTERHEAD WITH ICON]

29

5. STATIONERY

Envelope

SIZE

No. 10-9.5” x 4.125”

PAPER

Crane’s Crest, 100% Cotton Pearl White Wove, 28#

INK

Envelopes can only be printed in Sotheby’s International Realty® Blue and Dark Gray, with the Sotheby’s International Realty® Logo printed in Sotheby’s International Realty® Blue. Complete color specifications can be found on page 17.

DESIGN

Shown here is the only approved envelope design. Affiliate icons can also be used as demonstrated on the right.

DBA: Logo Lock-up

RETURN ADDRESS:
Font Minion
Size: 8.5
Leading: 10
Color: Sotheby’s International Realty® Dark Gray

MINIMUM REQUIRED DISCLAIMER:
s International Realty® Dark Gray

[ENVELOPE]

[ENVELOPE WITH ICON]

[ENVELOPE BACK]

30

5. STATIONERY

Business Cards

Your business card reflects who you are and the company you represent. Flexibility has been provided in business card design to accommodate varying needs, including multiple contact numbers and address lines, and back-of-card options with and without icons and photos.

SIZE

3.5” x 2.125”

PAPER

Crane’s Crest, 25% Cotton Pearl White Wove, 11O#

INK

Business cards can only be printed in Sotheby’s International Realty® Blue,Sotheby’s International Realty® Dark Gray with Sotheby’s International Realty® Logo Lock-up reversing to white. For complete color specifications, see page 17.

FRONT-OF-CARD DESIGN

The design on the front of the card remains the same regardess of which back-of-card design you choose. Affiliate icons may not be included on the back of the card.

Marks, symbols and individual awards may not be included on business cards.

DBA:

Logo Lock-up

Color: Reversed out of Sotheby’s International Realty® Blue

[LOGO]

Preferred Business Card

[LOGO]

Preferred Business Card With Icon

31

5. STATIONERY

Business Cards (cont’d.)

BACK-OF-CARD OPTIONS

Two options provide flexibility to customize the back of your card to suit your own needs. The back of your card can simply have your name, address, phone numbers, email address and web address, and may include either a company icon or a personal photo. If you choose to include a photograph, you may do so as demonstrated below. You may only use black ink for your photo as no color photography is allowed. For specific style guidelines for your photograph, see page 33.

[IMAGE]

[IMAGE]

32

5. STATIONERY

PHOTOGRAPHY GUIDELINES

Courtesy and professionalism are what you want to project when you hand someone a business card. Therefore, your photograph, should you choose to use one, must represent you in the best manner possible. We have developed these guidelines to help maintain a consistent, contemporary look for all business card photographs. Take this guide to your photographer and ask them to follow this style exactly as prescribed.

A close-up head and shoulders shot is the only acceptable image. To ensure the professionalism the Sotheby’s International Realty® brand requires, photos of other people, animals, buildings, automobiles, slogans, graphics or anything other than YOU is not allowed.

Your picture will be an important business tool, and should reflect your professional image as a member of one of the most prestigious real estate organizations in the world.

IMAGERY STYLE

Provide this style guideline to your photographer.

ACCEPTABLE PHOTOGRAPHS

[PHOTO]

UNACCEPTABLE PHOTOGRAPHS

[PHOTO]

Do not include objects in the photograph

[PHOTO]

Do not use overstyled photos

[PHOTO]

Do not use casual photographs

[PHOTO]

Do not use color photography

33

5. STATIONERY

Name Badge

The name badge is a useful communication tool. Substrate is determined by the individual supplier. Always use a Sotheby’s International Realty® approved vendor. See Section 7.

SIZE

2.75” x 1.375”

[IMAGE]

DBA:

Logo Lock-up

NAME:

s International Realty® Blue

TITLE:

s International Realty® Blue

MINIMUM REQUIRED DISCLAIMER:

s International Realty® Blue

34

6. ADVERTISING

CONSISTENT USAGE OF THE SOTHEBY’S INTERNATIONAL REALTY® AFFILIATE LOGO LOCK-UP AND OTHER MARKS IN OUR CLASSIFIED ADS IS CRITICAL TO OUR MUTUAL SUCCESS.

35

6. ADVERTISING

Display And Classified Ads

These exhibits are intended to show appropriate logo placement for advertising only, and are not intended to show specific design options. Take care to ensure that the Sotheby’s International Realty® Affiliate Logo Lock-up is always used consistently.

Listing ads must contain the Minimum Required Disclaimer (see page 6).

You may use your company icon on advertising materials that present listings or information for your company alone. However, icons are not permitted on materials for co-operative advertising programs that feature multiple affiliates.

Classified Ad

[PICTURE]

Positive

[PICTURE]

Reverse

Listing Ad: Color

[PICTURE]

Listing Ad: Black and White

[PICTURE]

36

7. APPROVED VENDORS AND CONTACT INFORMATION

THE USE OF APPROVED VENDORS ENSURES THAT YOUR SIGNS AND STATIONERY WILL ALWAYS COMPLY WITH THE GUIDELINES IN THIS MANUAL. OUR VENDORS MAINTAIN THE HIGHEST LEVEL OF QUALITY AND CONSISTENCY, AND UNDERSTAND THE IMPORTANCE OF PRESENTING THE SOTHEBY’S INTERNATIONAL REALTY® BRAND CORRECTLY IN ALL APPLICATIONS.

The current approved vendors that must be used are listed in the Sotheby’s International Realty® Broker and Sales Associate Programs Reference Guide. Please visit our website at http://members.sothebysrealty.com.

37

SOTHEBY’S

INTERNATIONAL REALTY

[PICTURE]

Contents

The ERA® Identity—Your Identity

Always There For You®...
To Help Your Business Succeed

As the innovative leader in real estate, ERA Franchise Systems, Inc., is proud to have you as a member of the team — and excited to help you take advantage of all the power and reputation of the ERA name and logo.

FOR OVER 30 YEARS, WE’VE BEEN BUILDING EQUITY IN THE ERA MARK — THE VISUAL USE OF THE ERA NAME — AND OUR LOGO. TOGETHER, THEY HAVE COME TO STAND FOR OUR BOLD, CONFIDENT, PRO-ACTIVE APPROACH TO HOME BUYING AND SELLING.

Along with our mark and logo comes our tagline ALWAYS THERE FOR YOU, which conveys the personal dedication you find throughout the ERA organization: Dedication to our member brokers, to our sales associates, and to all the clients you serve.

We’ve created standards for using our mark, logo, and image, and put them together in this easy reference guide, to protect the ERA brand identity — and, most importantly, to help you market yourself while you benefit from all the value that the ERA brand stands for in real estate.

IF YOU HAVE QUESTIONS THAT THIS GUIDE DOESN’T ANSWER, FEEL FREE TO CONTACT THE ERA MARKETING DEPARTMENT FOR ASSISTANCE AT:

1 CAMPUS DRIVE

PARSIPPANY, NJ 07054

FAX ###-###-####

E-MAIL ***@***

The ERA® Vision

ERA Franchise Systems, Inc., is the real estate company of choice for consumers and agents because ERA SALES ASSOCIATES ARE ETHICAL, FORWARD-THINKING, AND RESULTS-ORIENTED PROFESSIONALS who take a proactive approach to real estate... Therefore, agents can be sure they’ll have the best tools and training to accomplish the job at hand.

Consumers will have total confidence that they are dealing with a consummate professional expressing the highest level of service and integrity.

[ERA® LOGO]

1

[PICTURE] The Basics

THE ERA® MARK

Our mark—the visual representation of the ERA® name—is a registered trademark, protected for use by ERA Franchise Systems, Inc., and its member brokers. That means you have specific rights and obligations regarding the use of the name in the real estate industry.

Specifically, you agree to use the ERA name and/or logo with your company name in signage, stationery, advertising, and all communication materials according to ERA guidelines. Following these standards will not only help protect the name — it also ensures that you get the benefits of ERA brand equity.

The basic rules are simple.

2

The Basics

THE ERA® HOUSE LOGO

The distinctive red and blue ERA house logo is designed so that buyers and sellers will quickly and easily identify you as an ERA member broker. Along with the right to use the logo, you also have the responsibility to use it correctly, to protect and take advantage of its full value. For example:

Figure 1

Figure 2

(cont.)

3

The ERA” House Logo (cont.)

Figure 3

Figure 4

Figure 5

4

The Basics

Figure 6

Figure 7

(cont.)

5

The Basics

THE ERA® INTERNATIONAL COLLECTION LOGO (CONT.)

Figure 8

Figure 9

Distinctive properties

6

The Basics

THE ERA® TAGLINE

The official ERA tagline ALWAYS THERE FOR YOU® is the central theme that is the foundation of all our communication efforts. The message to customers is that your business and our company are built on a principle of personal dedication — and, that it is a philosophy that guides everything we do.

We the staff at ERA
are “ALWAYS THERE”
for our member brokers.

Our member brokers
are “ALWAYS THERE”
for our sales associates.

Our sales associates
are “ALWAYS THERE”
for the clients they serve.

[ERA® REAL ESTATE LOGO]

7

The Basics

THE ERA® COLORS

Figure 10

Figure 11

Figure 12

(cont.)

8

The Basics

The ERA® Colors (cont.)

SPECIAL RULES FOR CLOTHES/FABRIC

Figure 12

Figure 13

Figure 14

Figure 15

9

The Basics

TYPE TREATMENTS

All of your marketing materials must use the ERA®-approved family of typefaces, Univers. It was chosen for its clean, contemporary look and easy readability. (The exception is the ERA® INTERNATIONAL COLLECTION name; for correct type treatment, please refer to page 5-6.)

10

The Basics

OTHER LOGOS & SYMBOLS

Figure 16

11

The Basics

ERA® LEGAL DISCLAIMERS

ERA Franchise Systems, Inc. requires that the following legal disclaimers be used with all your advertising, yard signs, stationery, business cards, and other promotional materials the use the ERA® name.

Figure 17

(cont.)

12

The Basics

ERA Legal Disclaimers (cont.)

Figure 18

(cont.)

13

The Basics

ERA Legal Disclaimers (cont.)

14

[PICTURE] Your ERA® Stationery

BUSINESS CARDS

Your ERA. business cards are designed to enhance your professional image and further help you capitalize on the ERA brand equity.

A selection of business cards, stationery, and other marketing materials are available through Merrill Corporation, an ERA-preferred alliance partner and an expert in our guidelines regarding logos, typefaces, formats, and so on.

Ordering materials through Merrill meets ERA preferences and assures that all identity standards are met.

However, if you choose to use another vendor, follow these guidelines in creating your business cards, to protect the ERA name and your professional image.

(cont.)

Figure 19

15

Your ERA® Stationery

Business Cards (Cont.)

Figure 20

16

Your ERA® Stationery

LETTERHEAD & ENVELOPES

Your ERA letterhead enhances your professional image and helps you capitalize on the ERA brand equity. Merrill Corporation, an ERA-preferred alliance partner, offers a choice of letterhead, envelopes, and other marketing materials, and is an expert in our guidelines regarding logos, typefaces, formats, and so on.

Ordering materials through Merrill meets ERA preferences and assures that all identity standards are met.

However, if you still choose to use another vendor, be sure to follow ERA guidelines to protect the ERA name and your professional image.

(Cont.)

Figure 21

17

Your ERA® Stationery

Letterhead & Envelopes

Figure 22

For more examples of ERA®-approved layouts for letterhead and envelopes — including ERA® INTERNATIONAL COLLECTION and detailed specifications — please refer to pages 52-59.

For a Merrill catalog, call 1-800-728-090O. Or, shop Merrill online 24 hours a day, at WWW.DESKSHOP.COM/ERA.

18

[PICTURE]

THE INTERNET

The Internet is a growing part of the real estate industry and can be a valuable asset to your business. ERA® has entered the world of online services and continues to explore this exciting form of marketing.

As we do so, we all need to keep in mind the importance of the proper use of ERA marks and logos—carefully following the standards and guidelines designed to protect the integrity of the ERA name and reputation.

Most of the standards outlined in this guide also apply to your use of the Internet; in addition, here are some special areas that are unique to the Internet.

ERA on the World Wide Web

As real estate web sites grow, it is important to present information that is correct and not misleading. As an ERA member broker, you are represented on WWW.ERA.COM, a national site.

In all individual office sites, agent sites, and domain names, it’s important not to represent yourself as the national site. Clearly identify your office or agent name, and observe ERA guidelines for URL selection so as not to represent your site as the national site.

[PICTURE]

(cont.)

19

THE INTERNET

ERA.com Frame

ERA® offices that are in good standing are allowed to use the ERA.com frame set (Figure 23), which lets you capitalize on the identity of the ERA brand on the Internet. However, it’s still important that the agent or office is identified plainly on the site, so that users will not think they are on the national site. The frame set is available by e-mailing ***@***.

Figure 23

When using the ERA.com frame set, do not use the same order and verbiage for links in the left or top frame. You can use images from ERA commercials or print pieces in the body of your home page. All content and images associated with your office or agent profile pages should be of a real estate nature.

When using ERA.com as a resource for your site, it is important that you are using these pages within your frame set. In this frame set, you should clearly identify your office name or agent name along with contact information.

Artwork on the Web

ERA Franchise Systems, Inc., makes logos and artwork available for use by all offices and agents. All rules relating to logo usage off-line apply to online use as well. Additionally, the ERA logo cannot be animated in any way when used as a corporate identifier.

Logos and images for print and internet use are available on WWW.TEAMERA.COM in the marketing section, under logos and images.

(cont.)

20

THE INTERNET

E-mail Addresses

All ERA® franchise owners and their staff are entitled to a free “@ERA.com” e-mail address ***@***). This @ERA.com address allows you to take advantage of ERA Marketing programs. To receive your @ERA.com e-mail address, have your Office Coordinator add your personal Internet Service Provider (ISP) e-mail address into the CREST EDG system. (An example of a personal ISP e-mail address would be ***@***.)

For help in setting up an @ERA.com e-mail address, contact your ERA Business Consultant or call the CREST EDG Help Desk at ###-###-####.

Your Own Domain Name

You may obtain an individual domain name or home page address on the Internet from an Internet Service Provider or follow these guidelines when selecting your name.

(cont.)

21

THE INTERNET

Domain Name (cont.)

22

THE INTERNET

General Content Tips

If you have any questions, please contact your business consultant or e-mail ERA Interactive Marketing ***@***).

23

[PICTURE]

YOUR ERA® OFFICE

Especially in the real estate marketplace, the appearance of your workplace can have a real impact on clients (not to mention potential clients). Your ERA member broker office should incorporate the ERA identity — bold, confident, contemporary, reliable — to create a distinctive, professional environment for home buying and selling.

Four main criteria are key to creating and maintaining this identity:

While you could argue that it’s all a matter of taste, it is important that the ERA identity be consistent and credible throughout all member broker offices. Here are some tips for maximizing the image of your office.

(cont.)

24

YOUR ERA® OFFICE

25

[PICTURE]

ERA® SIGNAGE

YARD SIGNS

Because consumers see it so often, the ERA yard sign is one of the most widely recognized symbols in real estate.

The ERA sign on your office and on the lawns of your listed properties makes the public aware of your company and its association with the ERA brand. Consistency in sign appearance and in the use of the ERA logo guidelines helps maximize the value of your association with ERA Franchise Systems, Inc.

ERA yard signs can be ordered from several approved vendors and must follow these general guidelines.

(cont.)

26

ERA® SIGNAGE

Yard Signs (cont.)

Here are ERA-approved yard signs and the correct way to display copy in each sign format.

Cross-Arm Post Sign

[PICTURE]

Cross-arm post sign

(cont.)

27

ERA® SIGNAGE

Yard Signs (cont.)

Step-in Signs

[PICTURE]

36” x 18” vertical step-in sign with 2 riders

[PICTURE]

18” x 24” horizontal step-in sign with 2 riders

28

ERA® SIGNAGE

Commercial Signs

Commercial Signs are 36” x 48” and printed on corrugated plastic. Commercial signs are lightweight and outdoor durable and can be mounted on 4” x 4” wooden posts. They can also be attached to a building or used indoors.

Commercial signs encourage ERA associates to achieve recognized commercial designations which will upgrade the standards of professionalism of an ERA associate within the marketplace.

ERA offers a Commercial Investment Network (CIN), an independent network of ERA Member Brokers dedicated to serving clients and customers in the leasing, management, auction, sale and acquisition of commercial and investment real estate and business opportunities on a national and international basis. For information regarding the network, please refer to WWW.TEAMERA.COM.

For a complete list of available commercial signs, contact any of the approved sign vendors or refer to WWW.TEAMERA.COM in the Select Services section.

[PICTURE]

29

ERA® SIGNAGE

Directional Signs

In addition to yard signs, a choice of ERA directional signs are available from the approved sign vendors to help enhance open houses and other sales efforts.

These signs vary in size, message, arrow, direction, etc., and are mounted on single posts, tents, or other supports. All of the signs feature the official ERA logo on white and have white lettering and/or arrows on ERA Blue.

For a complete list of available directional signs, contact any of the approved sign vendors or refer to WWW.TEAMERA.COM in the Select Services section.

[PICTURE]

[PICTURE]

[PICTURE]

30

ERA® SIGNAGE

Building Signs

Building signs are an important part of establishing your identity and image as an ERA member broker. And, they call attention to your business and your association with the ERA brand.

As you would expect, all building signage must follow ERA standards for logo, colors, dimensions, proportions, usage, and so on. Here are some examples of acceptable building signs that can be constructed by your local sign vendor.

Figure 24

(cont.)

31

ERA® SIGNAGE

Building Signs (cont.)

Figure 25

We don’t recommend including your telephone number on building signs; market research shows that passers-by will remember your name and consult a phone directory for your number. However, you can include designations such as Residential, Commercial, or Farm, as long as the type size is not larger than the height of the letters “ERA.”

Your proposed sign must first be submitted in writing and approved by the ERA® Marketing department. Fax the completed REQUEST FOR APPROVAL form along with a detailed drawing of the proposed sign (including all size and color specifications) to the ERA Marketing Department at ###-###-####.

ERA will contact you with approval (and/or any modifications required).

(cont.)

32

ERA® SIGNAGE

Building Signs (cont.)

SPECIAL RESTRICTIONS OR CONSIDERATIONS

33

DETAILED INFORMATION

[PICTURE]

For Assistance

If you have questions that this guide does not answer, please feel free to contact the ERA® Marketing Department for assistance at:

1 Campus Drive
Parsippany, NJ 07054
Fax ###-###-####
E-mail ***@***

Downloadable Logos & Art

To create your own print ads, brochures, stationery, and other marketing materials, go to WWW.TEAMERA.COM and download ERA-approved logos and images, and access the ERA On-Line Advertiser.

34

DETAILED INFORMATION

Print Specifications

Typefaces

Figure 26

ERA® Logo

Always leave the equivalent of at least half the width of the logo around every side of the ERA logo as a white box. (Figure 27)

Figure 27

(cont.)

35

DETAILED INFORMATION

Print Specifications (cont.)

ERA® Colors

2-Color Printing: When printing in the two-color process, use the approved ERA Red and ERA Blue Pantone Color Standards as indicated below.

4-Color Printing: You can also print ERA materials using the four-color (CMYK) process as indicated below.

B&W Printing: When printing the ERA logo in one color, the examples in Figure 28 are the only acceptable uses.

Figure 28

(cont.)

36

DETAILED INFORMATION

Print Specifications (cont.)

ERA® INTERNATIONAL COLLECTION LOGO

When printing the International Level logo (gold crest, black type), use four-color process as indicated below. (Figure 29)

Figure 29

When printing the Premier Level logo (red crest, blue type), use the ERA-approved Pantone Color Standards as indicated below. (Figure 30)

Figure 30

37

DETAILED INFORMATION

Stationery Design Specifications

Standard Photo Business Card

Size: 3.5” x 2”

Paper:

Individual’s Name: 9-pt. Univers 67 CondensedBold upper/lower case

Individual’s Titles (limit of 3):

Individual’s Contact Information (limit of 7):

[PICTURE]

(cont.)

38

DETAILED INFORMATION

Stationery Design Specifications (cont.)

Standard Photo Business Card (cont.)

Professional Designations:

Company Name:

Company Address:

Approved Logos/Symbols:

Disclaimer:

Ink Colors:

39

DETAILED INFORMATION

Stationery Design Specifications (cont.)

Non-Photo Business Card

Size: 3.5” x 2”

Paper:

Individual’s Name: 10.5-pt. Univers 67 CondensedBold upper/lower case

Individual’s Title (limit of 2):

Individual’s Contact Information:

[PICTURE]

(cont.)

40

DETAILED INFORMATION

Stationery Design Specifications (cont.)

Non-Photo Business Card

Professional Designations:

Company Name:

Company Address:

Approved Logos/Symbols:

Disclaimer:

Ink Colors:

41

DETAILED INFORMATION

Stationery Design Specifications (cont.)

#10 Envelope

Size: 9.5” x 4.125”

Paper: 24 Ib. White

Options:

Individual’s Name: 10-pt. Univers 67 CondensedBold upper/lower case

Individual’s Title:

[PICTURE]

(cont.)

42

Detailed Information

Stationery Design Specifications (cont.)

#10 Envelope

Company Name:

Company Address:

Approved Symbols: No symbols allowed on envelopes

Disclaimer: No disclaimers allowed on envelopes

Ink Colors:

43

Detailed Information

Stationery Design Specifications (cont.)

Letterhead

Size: 8.5” x 11”

Paper: 24 lb. White Watermark Bond Paper

Options:

Individual’s Name: 10-pt. Univers 67 CondensedBold upper/lower case

Individual’s Title:

[IMAGE]

(cont.)

44

Detailed Information

Stationery Design Specificiations (cont.)

Letterhead

Individual’s Contact Information:

Professional Designations:

Company Name:

Company Address:

Approved Symbols: Up to two ERA®-approved symbols may be requested for letterhead

Disclaimer:

Ink Colors:

45

Detailed Information

Stationery Design Specifications (cont.)

Non-Photo Business Card — Premier Level

ERA® INTERNATIONAL COLLECTION

AVAILABLE TO “INTERNATIONAL COLLECTION” MEMBERS ONLY

Size: 2” x 3.5”

Paper: 80 lb. White Linen Cover Stock

Individual’s Name: 9-pt. B Cochin Bold upper case

Individual’s Title:

Individual’s Contact Information:

Professional Designations:

Company Name:

[IMAGE]

(cont.)

46

Detailed Infomation

Stationery Design Specifications (cont.)

Non-Photo Business Card — Premier Level
ERA® INTERNATIONAL COLLECTION

Company Address. 9-pt. Cochin upper/lower case

Disclaimer:

Ink Colors:

47

DETAILED INFORMATION

Stationery Design Specifications (cont.)

Non-Photo Business Card — International Level
ERA® INTERNATIONAL COLLECTION
AVAILABLE TO “INTERNATIONAL COLLECTION” MEMBERS ONLY

Size: 2” x 3.5”

Paper: 100 1b. White Cover Stock (Beckett Enhance)

Individual’s Name: 9-pt. Futura Light upper/lower case

Individual’s Title:

Individual’s Contact Information (limit of 4):

Professional Designations:

Company Name:

[PICTURE]

(cont.)

48

Detailed Infomation

Stationery Design Specifications (cont.)

Non-Photo Business Card — International Level
ERA® INTERNATIONAL COLLECTION

Company Address: 9-pt. Futura Light upper case

Disclaimer:

Ink Colors:

49

DETAILED INFORMATION

Stationery Design Specifications (cont.)

Non-Photo Tent Business Card — Premier Level
ERA® INTERNATIONAL COLLECTION
AVAILABLE TO “INTERNATIONAL COLLECTION” MEMBERS ONLY

Size: 3.5” x 3.75”

Paper: 80 1b. White Linen Cover Stock

Individual’s Name: 9-pt. B Cochin Bold upper/lower case

Individual’s Title:

Individual’s Contact Information:

Professional Designations:

Company Name:

FRONT IMPRINT

[PICTURE]

INTERNATIONAL COLLECTION

DISTINCTIVE PROPERTIES

(Cont.)

50

DETAILED INFORMATION

Stationery Design Specifications (cont.)

Non-Photo Tent Business Card — Premier Level
ERA® INTERNATIONAL COLLECTION

Company Address:

Disclaimer:

Ink Colors:

[PICTURE]

51

DETAILED INFORMATION

Stationery Design Specifications (cont.)

#10 Envelope — Premier Level
ERA® INTERNATIONAL COLLECTION
AVAILABLE TO “INTERNATIONAL COLLECTION” MEMBERS ONLY

Size: 9.5” x 4.125”
Paper: 24 lb. White May Linen Text

Options:

Individual’s Name: 10.5-pt. Cochin, tracked to 4-upper/lower cases

Individual’s Title: No titles allowed on envelopes

Professional Designations: Print after individual’s name in 10.5-pt. Cochin, tracked to 4, upper case

[PICTURE]

(cont.)

52

DETAILED INFORMATION

Stationery Design Specifications(Cont.)

#10 Envelope — Premier Level
ERA® INTERNATIONAL COLLECTION

Company Name:

Company Address:

Approved Symbols: No symbols allowed on envelopes

Disclaimer: No disclaimers allowed on envelopes

Ink Colors:

[PICTURE]

53

DETAILED INFORMATION

Stationery Design Specifications(Cont.)

#10 Envelope — International Level
ERA® INTERNATIONAL COLLECTION
AVAILABLE TO “INTERNATIONAL COLLECTION” MEMBERS ONLY

Size: 9.5” x 4.125”

Paper: 24 lb. White Random Watermark Beckett Enhanced

Options:

Individual’s Name: 7.5-pt. Futura Light upper case

Individual’s Title: No titles allowed on envelopes

Professional Designations:

[PICTURE]

(cont.)

54

DETAILED INFORMATION

Stationery Design Specifications(Cont.)

#10 Envelope — International Level
ERA® INTERNATIONAL COLLECTION

Company Name:

Company Address:

Approved Symbols: No symbols allowed on envelopes

Disclaimer: No disclaimers allowed on envelopes

Ink Colors:

[PICTURE]

55

DETAILED INFORMATION

Stationery Design Specifications (Cont.)

Letterhead — Premier Level
ERA® INTERNATIONAL COLLECTION

AVAILABLE TO “INTERNATIONAL COLLECTION” MEMBERS ONLY

Size: 8.5” x 11”

Paper: 24 lb. White May Linen Text.

Options:

Individual’s Name: 10-pt. Cochin upper/lower case

Individual’s Title:

Individual’s Contact Information:

[PICTURE]

(Cont.)

56

DETAILED INFORMATION

Stationery Design Specifications (Cont.)

Letterhead — Premier Level
ERA® INTERNATIONAL COLLECTION

Professional Designations: Print after individual’s name in same font and size, upper case

Company Name:

Company Address:

Approved Symbols: No symbols allowed on this letterhead

Disclaimer:

Ink Colors:

57

DETAILED INFORMATION

Stationery Design Specifications (Cont.)

Letterhead — International Level
ERA® INTERNATIONAL COLLECTION

AVAILABLE TO “INTERNATIONAL COLLECTION” MEMBERS ONLY

Size: 8.5” x 11”

Paper: 24 lb. White Beckett Enhanced Random Watermark Paper

Options:

Individual’s Name: 8.5-pt. Futura Light, tracked to 15, upper case

Individual’s Tide:

Individual’s Contact Information:

[PICTURE]

(Cont.)

58

DETAILED INFORMATION

Stationery Design Specifications (Cont.)

Letterhead — International Level
ERA® INTERNATIONAL COLLECTION

Professional Designations: Print after individual’s name in 8.5-pt. Futura
Light, tracked to 15, upper case

Company Name:

Company Address:

Disclaimer:

Ink Colors:

59

DETAILED INFORMATION

Yard Sign Specifications

Vertical Sign

[PICTURE]

60

DETAILED INFORMATION

Yard Sign Specifications (Cont.)

Vertical Sign with Optional Agent Information and Photo

[PICTURE]

Optional Yard Sign Riders

[PICTURE]

61

DETAILED INFORMATION

Yard Sign Specifications (Cont.)

Horizontal Sign

[PICTURE]

Horizontal Sign With Optional Agent Information And Photo

[PICTURE]

62

DETAILED INFORMATION

Yard Sign Specifications (Cont.)

Horizontal Sign
22” x 28”

Distinguish your exceptional listings with ERA® International Collection panels. Luxury homes also require luxury signage. Yard signs have been created specifically for the ERA International Collection. Two styles are available.

[PICTURE]

63

DETAILED INFORMATION

Yard Sign Specifications (Cont.)

[PICTURE]

64

DETAILED INFORMATION

Yard Sign Specifications (Cont.)

Sign Riders

A Premier Properties or Historic Properties rider can be used to identify its marketing level.

The Cross-Arm Post Construction

65

DETAILED INFORMATION

Yard Sign Specifications (Cont.)

The Cross-Arm Post Construction

[IMAGE]

ASSEMBLY
(BOLTS MEASURE 3/8“4”)

[IMAGE]

CROSS ARM

[IMAGE]

UPRIGHT POST

[IMAGE]

66

DETAILED INFORMATION

Yard Sing Specifications (Cont.)

ERA® Colors

ERA Yard signs should match the following Pantone color specifications to achieve ERA Red and ERA Blue.

General

No symbols, slogans, or other words are to appear on ERA yard signs except where required by law. Any variations from ERA specifications must be submitted in writing and approved by the ERA Marketing Department at 1 Campus Drive, Parsippany, NJ 07054 (fax ###-###-####, e-mail ***@***).

67

DETAILED INFORMATION

Yard Sign Specifications (Cont.)

ERA® International Collection Colors

International Collection yard signs should match the following Pantone color specifications to achieve ERA Red and ERA Blue and The ERA International Collection crest.

When printing the International Level logo (gold crest, black type), use four-color process as indicated below.

When printing the Premier Level logo (red crest, blue type), use four-color process as indicated below.

General

No symbols, slogans, or other words are to appear on ERA International Collection yard signs except where required by law. Any variations from ERA International Collection specifications must be submitted in writing and approved by the ERA Marketing Department at 1 Campus Drive, Parsippany, NJ 07054 (fax ###-###-####, e-mail ***@***).

68

POLICY AND PROCEDURES

RESIDENTIAL IDENTITY STANDARDS
MANUAL

[COLDWELL BANKER LOGO]

UPDATED:
SPECIAL MARKETS LOGOS
ADVERTISING TEMPLATES
BUSINESS CARD SPECIFICATIONS

TABLE OF CONTENTS

1

INTRODUCTION

The COLDWELL BANKER” service marks, trademarks and logo types are collectively called the “COLDWELL BANKER Marks” throughout this Identity Manual. The COLDWELL BANKER Marks serve as the basic building blocks for universal acceptance and identification — for a single international graphic identity.

The most important element of the COLDWELL BANKER System, symbolic of our premier reputation and image, is the Corporate Mark (sometimes called the “Trademark” or the “Mark” in this Identity Manual), shown on page 3. It and all other COLDWELL BANKER Marks in the United States are owned by Residential Equity, LLC, a subsidiary of Cendant Corporation who, in turn, licenses these Trademarks to Coldwell Banker Real Estate Corporation. All trademark registrations in countries other than the United States are owned by Coldwell Banker Corporation. Each Franchisee is authorized to use the COLDWELL BANKER Marks pursuant to their Franchise Agreements. Franchisees who have not been licensed the rights to use the COLDWELL BANKER COMMERCIAL® Marks, may not use them. Every company granted permission to use the Trademark is required to protect it by adhering to the standards and regulations delineated in this Identity Manual. Care in protecting the Trademark and all of the Coldwell Banker Marks works to the benefit of everyone.

A powerful international identity is directly related to the exact and correct use of the Trademark by every COLDWELL BANKER Franchisee. THIS IDENTITY MANUAL IS PART OF THE POLICY AND PROCEDURES MANUAL. Also, Franchisees who executed their Franchise Agreements prior to January 1, 1999, and who executed the commercial addendum or a separate commercial contract, should refer to the Commercial Identity Standards Manual for commercial brokerage applications.

The standards on the following pages must be adhered to without variation. Forms for ordering materials from Preferred and Approved Suppliers have been provided in a separate COLDWELL BANKER SourceBook. You are encouraged to use these Preferred and Approved Suppliers for ail your materials (including stationery, business cards, yard signs, telephone directory listings, etc.). They are familiar with the standards for using the Trademarks and will afford you optimum purchasing efficiencies.

If a situation should arise that requires any departure from the standards in this Identity Manual, prior approval in writing must be obtained from Coldwell Banker Real Estate Corporation. Please contact your Regional Office. Outside of the United States, contact the International Services Director at the Corporate Office.

2

TRADEMARK

THE CORRECT MARK

[COLDWELL BANKER LOGO]

The Corporate Mark is the primary COLDWELL BANKER® Mark.

It must be used exactly as indicated in this Identity Manual. The COLDWELL BANKER Mark is authorized for use with your approved company name (called “your company name” or “DBA” in this Identity Manual) as described on building signs, yard signs, stationery, business cards, classified advertising, personal promotion literature and all other advertising materials and external communications.

The Mark consists of a rectangular field with the words “COLDWELL BANKER” in white letters, in a custom-designed type style stacked on two lines and the COLDWELL BANKER “bug” design. The Mark may be represented in black or in blue (PMS 280) on white. Note: The Mark always appears in blue on signage and stationery.

It is essential that the correct color blue be used. Please see page 9 for color specifications.

The color blue is always the same (PMS 280 or the appropriate CMYK match). The shape, or aspect ratio (the relationship of height to width) of the blue field is always the same. The size, spacing and placement of the words “COLDWELL BANKER” and the COLDWELL BANKER “bug” design are always in the same relationship within the blue field. The color, the aspect ratio of the Mark and the relationships within the Mark shall not be altered regardless of the application or the size of the Mark within the application.

It is the uniqueness of each of these elements and the way they have been assembled into a unit that give the COLDWELL BANKER Corporate Mark its distinctive character.

In virtually all applications a minimum of two grid units of white space surrounds the blue field of the Mark and shall always be maintained. (See page 8 for details).

THE LETTERS “CB” OR THE COLDWELL BANKER “BUG” DESIGN SHALL NEVER BE USED OUTSIDE OF THE MARK, AS THE LETTERS “CB” ARE THE TRADEMARK OF ANOTHER COMPANY.

Advertising of any property or services which are not within the definition of Franchised Services is not permitted with the use of any of the COLDWELL BANKER Marks or the COLDWELL BANKER name. The advertising or general solicitation of certain kinds of commercial business is specifically prohibited. However, Franchisees who have been licensed the COLDWELL BANKER COMMERCIAL® Marks should refer to the COLDWELL BANKER COMMERCIAL Identity Standards Manual for further information on COLDWELL BANKER activity that is permitted. See your COLDWELL BANKER COMMERCIAL Policy and Procedures Manual.

3

TRADEMARK
Disclaimers

MINIMUM REQUIRED DISCLAIMERS

• Every piece of printed literature given directly to consumers (i.e., brochures, postcards), excluding stationery and classified ads, must contain the following legal disclaimer*, set in approximately 6-point type using Helvetica typeface:

• Every piece of NRT printed literature, excluding stationery, in NORTH AMERICA must contain the following legal disclaimer, set in approximately 6-point Helvetica type-face:

REQUIRED DISCLAIMER

• For stationery, business cards and all signage, the following Minimum Required Disclaimer must be used:

NRT offices must substitute the disclaimer line:

• If a piece such as a flyer, door hanger or postcard is to be distributed to consumers, precede the previously mentioned legal disclaimers with:

• Every piece of broadcast communication (i.e., radio and TV commercials,, locally produced TV shows) used by affiliate offices must contain:

• Every piece of printed literature, excluding stationery, that is used in connection with the COLDWELL BANKER CONCIERGE® program must contain the following legal disclaimer set in approximately 6-point type using Helvetica typeface:

*Franchisees outside of the U.S. may omit “Equal Housing” and “Equal Opportunity” References, if appropriate.

4

TRADEMARK
Trademark Format With Your Company Name

TRADEMARK USE WITH YOUR COMPANY NAME. The COLDWELL BANKER® Trademark is never to be used alone without your company name. Your company name should be centered directly under the logo with a rule underneath as shown.

Your company name or DBA is always typeset in BERKELEY OLDSTYLE BOLD in all caps. Times New Roman Bold may be substituted if Berkeley Oldstyle Bold is not available. The length of each line cannot exceed the width of the logo, and the complete company name cannot be more than three lines.

[COLDWELL BANKER LOGO]

SMITH & SMITH
SMITH REALTY

Many common items such as stationery, yard signs and personal promotion literature can only be purchased with company-specific, imprinted information. Certain other items such as postcards, mailers or ad shells must be self-imprinted by the user. When utilizing brochures or preprinted presentation materials that offer a die cut feature for insertion of a business card, you must avail yourself of this feature to ensure that your company name is displayed in the document.

Your company name must be pre-approved by Coldwell Banker Real Estate Corporation, should provide clear identity and should never cause confusion with other offices or firms, or imply national scope. For example:

Depending on the item, the full or Minimum Required Disclaimer line (see page four) must always appear in upper and lower case Helvetica Regular type style each time your company name appears in conjunction with the COLDWELL BANKER name or the Corporate Mark.

OUTSIDE OF THE UNITED STATES. It is suggested that your company name or DBA should always include the words “Real Estate” or “Realty.”

EXTERIOR BUILDING SIGNS. A 60/40 format is authorized. The top 60% contains the COLDWELL BANKER Name in white reversed out of a blue field, and the bottom 40% contains your company name in white upper case Berkeley Oldstyle Black letters custom cut out of a blue field and centered under the Mark in one, two or three lines. The point size of the letters in your company name are to be no higher than 60% of the height of the letters in the COLDWELL BANKER name, except for one word names that are less than eight characters whereby a maximum of 70% is allowed. The required disclaimer, as shown on page four, is in black upper and lower case Helvetica centered under the lower blue field. This format is to be used only on outside building signs, and must always be maintained in that application. See pages 22-27.

ALL OTHER APPLICATIONS. A 50/50 format must be maintained. The top half contains the COLDWELL BANKER logo in PMS 280 and the COLDWELL BANKER “bug” design in white as illustrated. The bottom half contains your company name in black upper case Berkeley Oldstyle Bold letters with a ruled black line (the width of the blue field in the logo) underneath. The letters in your company name can be equal to, but not greater than, the point size of the letters in the COLDWELL BANKER name whenever possible. The required disclaimer, as shown on page four, must be printed in black upper and lower case Helvetica.

No slogans, symbols, marks or words other than your company name (except a phone number or photograph on yard signs) are permitted within these prescribed formats.

The use of the COLDWELL BANKER name or Mark is not permitted on checks or purchase orders without the Minimum Required Disclaimer. The 50/50 format must be maintained.

USE OF THE NAME IN BODY COPY. To present a consistent and unified image for our company, we’ve provided guidelines to follow when using the COLDWELL BANKER name in body copy intended for external use.

The COLDWELL BANKER trademark must be set in ALL CAPS or BOLDFACE when used as an adjective to modify a noun. Do not use ALL CAPS or BOLDFACE when referring to Coldwell Banker Real Estate Corporation, or in combination with your DBA (Coldwell Banker Smith & Smith Realty). The following examples demonstrate the correct use of our name in copy:

When referencing COLDWELLBANKER.COM, it must always appear in lower case bold with no spaces, as demostrated in the following example:

5

TRADEMARK
Proper Trademark Notations and Use

Many of the products, services and programs offered by COLDWELL BANKER® companies are identified by our Trademarks. When a program is identified by a trademark, the appropriate symbol should be used immediately after the program’s name or design.

Listed below are instructions for using different trademarks, as well as the appropriate symbol for each:

TRADEMARK. Any word, name, design, device or any combination thereof, adopted and used by the manufacturer or merchant to identify its goods and distinguish them from those manufactured or sold by others. Any trademark that is not registered should be followed by the ™ symbol.

REGISTERED TRADEMARK. A trademark that has become the subject of a United States Patent and Trademark Office registration. These are the only trademarks that can be followed by the ® symbol.

SERVICE MARK. Any word, name, design, device or any combination thereof, adopted and used in the sale or advertising of services provided by a business to identify its services and distinguish them from those of others. Any service mark that is not registered should be followed by the ^SM symbol.

REGISTERED SERVICE MARK. A service mark that has become the subject of a United States Patent and Trademark Office registration. These are the only service marks that can be followed by the ® symbol.

COPYRIGHT. The exclusive right granted by the United States government to the author or other owner of a work, investing the author or other owner for a specific period of time with the sole and exclusive privilege of publishing or distributing that work. Among the most common items subject to copyright in the business world are video, audio and written advertising and promotional materials, individual graphic designs, photographs, brochures, bulletins and flyers, manuals, books and computer software. The Ó symbol is used for copyrighted materials.

USE OF THE COLDWELL BANKER REGISTERED MARK. If the COLDWELL BANKER Mark is used in the headline of a piece, the registered symbol ® must be used the first time the name appears. The registered symbol should also be used the first time COLDWELL BANKER appears in the subhead or the body copy of that piece. The maximum number of times the registered symbol should appear next to COLDWELL BANKER on a given page is two.

If COLDWELL BANKER is not used in the headline, the registered symbol must be used the first time COLDWELL BANKER appears in the subhead and next to the first mention in body copy on the page.

If COLDWELL BANKER is not used in the headline or subhead, the registered symbol only needs to appear next to

COLDWELL BANKER the first time it is mentioned in the body copy of a page. This is the only situation when two COLDWELL BANKER registered marks are not necessary.

Do not use the registered symbol when using your DBA (i.e., Coldwell Banker Smith and Smith Realty) or Coldwell Banker Real Estate Corporation.

If a printed piece is longer than one page, the COLDWELL BANKER registered symbol must be inserted according to the above guidelines on every page of that piece.

The following lists show the proper trademark use for all COLDWELL BANKER programs, materials and theme lines.

BUYER SERVICES PROGRAMS AND MATERIALS

COLDWELL BANKER® HomeBuyer Guidebook
(® only if 1st mention of COLDWELL BANKER on that page)
COLDWELL BANKER® HomeBuyer Appreciation Program
(® only if 1st mention of COLDWELL BANKER on that page)
COLDWELL BANKER® Home Protection Plan
(® only if 1st mention of COLDWELL BANKER on that page)

ELECTRONIC PROGRAMS

CBNet
COLDWELLBANKER.COM (NOTE: Never shorten
COLDWELLBANKER.COM to CB.COM.)
Neighborhood Explorer ™
Personal Retriever®
Top Presenter™ (version #) For COLDWELL BANKER®
Top Producer® (version #) For COLDWELL BANKER®*
Top Recruiter (version #) For COLDWELL BANKER®

SPECIAL MARKETS PROGRAMS
COLDWELL BANKER PREVIEWS INTERNATIONAL®
COLDWELL Banker® New Homes
COLDWELL BANKER® Vacation Homes
COLDWELL BANKER® Military Markets
COLDWELL BANKER® University Markets

6

TRADEMARK
Proper Trademark Notations and Use

LOCAL THEME PROMOTIONS

Celebrate America With Coldwell Banker^SM
Helping Others Throughout the Holiday Season®
Toys for Tots®
Be Fire Safe!

EDUCATIONAL PROGRAMS

COLDWELL BANKER UNIVERSITY®
FastStart™
SuccessTrack™
Spring Board™
Technical Skills™

OTHER PROGRAMS AND MATERIALS

The COLDWELL BANKER CONCIERGE® Program
COLDWELL BANKER PREVIEWS INTERNATIONAL®

The following theme lines are NO LONGER RECOMMENDED:

Every Day, Everywhere, Around the World, Until It’s Sold.^SM
We’ll show you the way home.
For Over 90 Years.
Making Real Estate Real Easy®

NOTE: The outdated theme lines “Expect the best®” and “Support you can count on” are only acceptable OUTSIDE the United States.

Failure to use a service mark in the correct manner may lead to the loss of its status as a protected mark.

If you use the same mark more than once in a promotional piece, you need to use the appropriate symbol only at the first mention, on each page, except as noted on page six of this booklet. Please note that the ® symbol should only be used for registered marks, and then only for those goods or services for which the mark is registered.

7

REPRODUCTION OF THE MARK
Logo Guidelines

TRADEMARK REPRODUCTION. The COLDWELL BANKER® Mark shall always be reproduced photographically from a high quality reproduction proof designed for that purpose. It shall never be drawn freehand. Downloadable versions of approved Coldwell Banker logos can be accessed through the Links/Downloads section of CBNet at http://cbnet.coldwellbanker.com.

For large-scale reproductions of the COLDWELL BANKER Trademark (such as office building signs), strict adherence to proportionally sized enlargements is required. The blue field must maintain a 1.0 to 2.3928 ratio of height to width.

[COLDWELL BANKER LOGO]

[COLDWELL BANKER LOGO]

The Scaling Grid below provides the correct space relationships for all elements of the Mark. This Scaling Grid should be used as a guide for scaling the Mark up or down in size and for verifying the correctness of reproductions.

In general, a minimum of two (2) Grid Units of space or air shall be maintained around all four sides of the Mark except when specifically noted otherwise in this Identity Manual.

When the Mark is used against a tinted background, a margin of white space (minimum two (2) Grid Units) is required around all four sides. No copy or graphic element shall be contained within this space.

ASPECT RATIO
1.0 to 2.3928 (28 Grid Units to 67 Grid Units).

A correct Mark is 28 Grid Units in height and 67 Grid Units in width. The correctness of the aspect ratio may be verified by measuring the height of the field and multiplying it by 2.3928. The result should equal the width.

Letter height is 7 Grid Units, except the K, which is 8 1/2 Grid Units.

All measurements are in Grid Units.

The Scaling Grid provides the correct size and spacing relationships for all elements of the Mark.

IMPORTANT NOTE: These displays are for demonstration only.

THE SCALING GRID SHOULD NEVER BE REPRODUCED AS PART OF THE MARK!

8

REPRODUCTION OF THE MARK
Color Specifications

It is always preferable to show the COLDWELL BANKER® Mark in blue, and always in the correct shade of blue. For COLDWELL BANKER Blue, generally PANTONE®* or PMS 280 will be specified.

When specifying four-color printed work (ads or brochures), it may be desirable, for cost reasons, to use standard AAAA process colors rather than a matched COLDWELL BANKER Blue for the Mark. When printing on enamel coated paper stocks, COLDWELL BANKER Blue can be approximated by specifying 100% Cyan, 72% Magenta and 18% Black. When printing on uncoated paper stocks, specify 100% Cyan, 72% Magenta and 18% Black. The COLDWELL BANKER Blue color shall always be matched as closely as possible.

When specifying COLDWELL BANKER Blue for applications other than print, an acceptable match may be obtained by following these specifications when ordering:

PAINT. Specify that paint be mixed to match PANTONE® or PMS 280 precisely.

PLASTIC SIGNAGE. Specify Lexan with 3M®** VTV #10256 vinyl applied second surface.

3M® FILM. Specify 3M film VTV #10256 for production of building signs that are externally illuminated, as well as signs that are illuminated from the inside.

When printing in one color on internal documents, brochures and advertisements including classified ads, the Mark may appear in that color, provided the one color is COLDWELL BANKER Blue (PMS 280) or black.

On a very limited basis, when the use of the color gold is permitted (specialty items, the Chairman’s Circle logo) specify PANTONE® 8640 or gold foil. For the COLDWELL BANKER CONCIERGE® MARK, specify PANTONE® 874 or 1255.

In those applications where rules (flying borders) are a part of the format, they shall appear in the color in which the Mark appears.

When embossing on fabric, leather or vinyl products, the words “COLDWELL BANKER” should be in white, in raised relief letters against a printed COLDWELL BANKER Blue, black, grey or white background, or the words in gold against a blue background. The words in blue against a blue background are permitted, but NOT recommended.

When manufacturing Awards and Recognition Products or Promotional items***, the words “COLDWELL BANKER” may be printed in white letters against a blue or clear glass background, gold against a black or gold background, clear glass against a white background, black against a gold background or blue against a gold background.

[COLDWELL BANKER LOGO]

The correct color for the COLDWELL BANKER Mark is PMS 280 or the appropriate CMYK match.

(The color blue shown on this page and throughout this manual is not intended to match the PANTONE® Color Standard. For the PANTONE® Color Standard, refer to the current editions of the PANTONE® Color Publications.)

9

REPRODUCTION OF THE MARK
Embossing

The COLDWELL BANKER® Mark also may be reproduced through a printing process known as embossing, where the words “COLDWELL BANKER” are raised in relief from the surface of the paper or fabric. (See page 9 for the correct color specifications.)

Two types of embossed Marks are acceptable. The first has the words “COLDWELL BANKER” in raised relief letters against a printed field which defines the background of the Mark (Illustration #1). The second has the words “COLDWELL BANKER” in raised relief letters against the field, using an embossed frame to define the field of the Mark. The lines that make up the frame are one Grid Unit in width. No ink is used. This is called a Blind Emboss (Illustration #2).

In either instance, the words “COLDWELL BANKER” are raised (not recessed) from the surface of the paper or fabric. When the background field is printed in COLDWELL BANKER Blue, a one-level die is used. When embossing is blind, a two-level die is used with the frame being raised from the paper’s surface but one half the depth or distance as that of the words “COLDWELL BANKER” (Illustration #3).

ILLUSTRATION #1

[PICTURE]

ILLUSTRATION #2

[PICTURE]

The Mark shall be reproduced photographically in making the embossing dies. The size of the words “COLDWELL BANKER,” their placement and the spacing in relationship to the background field or the frame that defines the field shall be consistent with all Mark specifications. The aspect ratio (height to width) of the blue field or to the outside of the frame shall be 1.0 to 2.3928.

The size of the embossed Mark shall be sufficient to enable the embossing to be crisp and sharp and the words legible. The prescribed space (generally two Grid Units) shall be maintained around all four sides of the Mark whether or not the field is printed in color or is defined by an embossed frame.

When embossing the Mark, the words “COLDWELL BANKER” and the COLDWELL BANKER “bug” design element are always in raised relief against the background. Illustration #1 depicts raised embossed letters against a printed COLDWELL BANKER Blue field. Illustration #2 depicts a “Blind Embossed” Mark with raised letters against a white field. The embossed frame, which defines the field, is in raised relief, one half the height of the raised letters and one (1) Grid Unit in width (Illustration #3).

ILLUSTRATION #3

“COLDWELL BANKER” Letters
Raised Frame

[CHART]

A cross-section view of a two-level “Blind” Embossing Die for reproduction of the COLDWELL BANKER Mark.

10

REPRODUCTION OF THE MARK

PROPER USAGE. By adhering to the proper usage, you can project a consistent image of the COLDWELL BANKER® Mark, building our brand and a higher level of awareness that will bring more customers through your door. Please note the correct treatment of our logo.

11

REPRODUCTION OF THE MARK
Proper Usage