AGREEMENT

                                   AGREEMENT

         AGREEMENT (this "Agreement") dated as of January 11, 1999, by and
between Cendant Corporation (the "Company") and Xxxxxxx X. Xxxxxx (the
"Executive").

         WHEREAS, the Company (formerly known as CUC International, Inc. and
the successor in interest to HFS Incorporated) and the Executive are parties to
that certain agreement, dated as of September 12, 1997, governing the terms of
the Executive's employment with the Company (the "Employment Agreement"); and

         WHEREAS, the Company and the Executive desire that the Executive
perform a substantial portion of his duties in the Company's business office
located in Manhattan, New York City.

         NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

1.   The last clause of the first sentence of Section VIII.E.ii of the
     Employment Agreement, which clause currently reads, in its entirety, as
     "or any relocation of the Executive's employment to a location more than
     15 miles from the city limits of Parsippany, New Jersey," is hereby
     amended and restated to read, in its entirety as follows:

                  "or any relocation of the Executive's employment to a
                  location which is each of (i) more than 15 miles from the
                  city limits of Parsippany, New Jersey and (ii) outside of the
                  borough of Manhattan, New York City."

2.   Except as otherwise provided in this Agreement, the Employment Agreement
     shall remain in full force and effect.

3.   This Agreement has been executed and delivered in the State of New Jersey
     and its validity, interpretation, performance and enforcement shall be
     governed by the laws of such state.

4.   This Agreement may be executed in counterparts, of each which will be
     deemed an original, but both of which together will constitute one and the
     same instrument.




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

                              CENDANT CORPORATION

                              By:      /s/ Xxxxxx X. Xxxxxxxxxxx
                                       -----------------------------
                                       Xxxxxx X. Xxxxxxxxxxx
                                       Executive Vice President
                                       Human Resources
/s/ Xxxxxxx X. Xxxxxx
------------------------
Xxxxxxx X. Xxxxxx