AMENDMENT OF ACQUISITION COOPERATION AGREEMENT

AMENDMENT, dated as of March 24, 1999 (the "Amendment"), to the Acquisition Cooperation Agreement, dated as of February 9, 1999 (as amended, the "Acquisition Cooperation Agreement"), by and among NRT Incorporated (the "Company"), Cendant Corporation, Apollo Investment Fund III, L.P., Apollo Overseas Partners III, L.P., Apollo (UK) Partners III, L.P. and Apollo Management, L.P.

WHEREAS, the parties hereto desire to amend the Acquisition Cooperation Agreement in the manner set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

SECTION 1. Definitions; References. Unless otherwise specifically defined herein, each term used herein shall have the meaning assigned to such term in the Acquisition Cooperation Agreement.

SECTION 2. Amendment of Acquisition Cooperation Agreement. The second sentence of Section 3.10 of the Acquisition Cooperation Agreement is hereby amended to read in its entirety as follows; Following the initial public offering of the Company, any provision of this Agreement may be amended if, but only if, such amendment is (i) in writing and signed by each of Cendant, the Company and, with respect to Section 3.9 only, Apollo and (ii) approved by a majority of the members of the Board of Directors of the Company who are not Cendant Designees (as such term is defined in the Stockholders Agreement, dated as of August 11, 1997, as amended, by and among the Company, Cendant Corporation, Cendant Operations, Inc., Apollo Investment Fund III, L.P., Apollo Overseas Partners III, L.P. and Apollo (UK) Partners III, L.P. and Apollo Management, L.P.).

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