ACQUISITION COOPERATION AGREEMENT (this "Agreement"), dated as of February 9, 1999, by and between NRT Incorporated, a Delaware corporation (the "Company"), Cendant Corporation, a Delaware corporation ("Cendant"), Apollo Investment Fund III, L. P., Apollo Overseas Partners III, L. P. and Apollo (UK) Partners III, L. P. and, for purposes of Section 3.9 only, Apollo Management, L. P. ("Apollo").

WHEREAS, pursuant to Section 5.8 of the Stockholders Agreement, dated as of August 11, 1997 (the "1997 Agreement"), by and among the Company, Apollo and each of the stockholders listed therein, Cendant has acquired the trade names, trademarked operating names and mortgage operations of real estate brokerages acquired by the Company (subject to Cendant's approval of each such brokerage acquisition) on the terms and subject to the conditions set forth therein; and

WHEREAS, Cendant and the Company desire for Cendant to continue to acquire the trade names, trademarked operating names and mortgage operations (if any) of brokerages acquired by the Company following the date hereof on the terms and subject to the conditions set forth herein.

WHEREAS, Cendant, for itself and its Affiliates (as defined herein), wishes to assure that the Company will not sell or transfer such trade names, trademarked operating names and mortgage operations to another person or entity, and the Company is willing to provide such assurance on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and of the mutual agreements and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows, hereby deleting and super ceding the provisions of Sections 5.8 and 5.10 of the 1997 Agreement (and all related references thereto) in their entirety:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Unless otherwise defined herein, the following terms used in this Agreement shall have the meanings specified below:

"1997 Agreement Amount" shall mean$470,398,000; provided that if after the date hereof, the parties have consummated a Brokerage Acquisition and in connection therewith determined to calculate Total Cendant Acquisition Cost pursuant to clause (II) of the definition of Total Cendant Acquisition Cost in lieu of clause (I), 1997 Agreement Amount shall be increased by the Total Cendant Acquisition Cost for such Brokerage Acquisition, so long as Total Cendant Acquisition Cost for such Brokerage Acquisition would otherwise have been calculated pursuant to clause (I) of the definition of Total Cendant Acquisition Cost.

"Acquired Brokerage EBITDA" shall mean, for an Acquired Brokerage (as defined in Section 2.1) during any period, such Acquired Brokerage's consolidated earnings from continuing operations (excluding (i) the effects of purchase accounting, (ii) compensation, perquisites and benefits determined by management of the Company to be in excess of those that would have been paid under the Company's policies for similarly situated employees, if any, and in respect of principal corporate executive officers of the Acquired Brokerage who will not be continuing employees of the Company (other than on a transitional basis for not more than one year), (iii) other payments or expenses in respect of owners and employees not in the ordinary course of business, (iv) extraordinary gains and losses, (v) Conversion Costs and (vi) as mutually agreed to by Cendant, the Company and Sponsors (until such time as Sponsors own less than 10% of the outstanding common stock of the Company), other one-time or non-recurring items of income or expense, plus (A) interest expense, (B) provision for income taxes and (C) depreciation and amortization expenses.

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