AMENDMENT NO. 1 TO TRADEMARK LICENSE AGREEMENT

Exhibit 10.1

EXECUTION COPY

AMENDMENT NO. 1

TO

TRADEMARK LICENSE AGREEMENT

THIS AMENDMENT TO TRADEMARK LICENSE AGREEMENT is made and entered into on this 2 ^nd day of May, 2005 by and among SPTC DELAWARE, LLC, a Delaware limited liability company (as assignee of SPTC, Inc., a Delaware corporation) (“ SPTC ”) and SOTHEBY’S HOLDINGS, INC., a Michigan corporation (“ Holdings ”), on the one hand, and CENDANT CORPORATION, a Delaware Corporation (“ Parent ”) and SOTHEBY’S INTERNATIONAL REALTY LICENSEE CORPORATION (f/k/a Monticello Licensee Corporation), a Delaware corporation (“ Licensee ”). Capitalized terms used herein and not defined herein shall have the meaning ascribed to such terms in the License Agreement (as defined below).

WHEREAS, SPTC, Holdings, Parent and Licensee entered into that certain Trademark License Agreement on February 17, 2004 (the “License Agreement”); and

WHEREAS, the parties hereby desire to amend the License Agreement to (i) modify the mutual referral program set forth in Article VI thereof, (ii) modify the definition of Authorized Brokerage Services to include, in certain circumstances, commercial real estate brokerage services, (iii) modify the manner in which Branded Operators may provide Excluded Services, and (iv) clarify that Licensee and Branded Operators can use the abbreviation “SIR” in internet domain names, each on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

1.        Referrals by Licensor . The first sentence of Section 6.1(a) is hereby deleted in its entirety and replaced with the following:

“(a)    Licensee agrees to pay Licensor (or to a Licensor Affiliate designed by Licensor) a fee equal to 25% of any gross commission income per transaction side earned by Licensee or any Company Affiliate from the provision of Authorized Brokerage Services to a third party referred by Licensor or any Licensor Affiliate to the Licensee Group for such Authorized Brokerage Services, provided that such third party is not an Existing Brokerage Lead (it being understood that Licensee shall give first preference in transmitting any such referral to Branded Operators).”

“Section 2.4. Authorized Commercial Services . Notwithstanding anything to the contrary contained in this Agreement, Commercial Qualifying Branded Operators shall be permitted to provide real estate brokerage services for commercial properties under the Licensed Marks, subject to the following conditions: (i) any such commercial real estate brokerage service is offered as a service ancillary to the provision of real estate brokerage services for Residential Real Estate and (ii) such Branded Operator shall not hold itself out as providing such commercial real estate brokerage services as its principal business or as being a stand-alone provider solely of such services (the provision of real estate brokerage services for commercial properties in compliance with (i) and (ii), “ Authorized Commercial Services ”). “ Commercial Qualifying Branded Operator ” shall mean a Branded Operator whose aggregate listings of commercial properties marketed under the Licensed Marks pursuant to this Agreement do not exceed five percent (5%) of all listings marketed under the Licensed Marks pursuant to this Agreement by such Branded Operator in any calendar year (or portion thereof) included in the term of the agreement between Licensee (or a Company Affiliate) and such Branded Operator. Notwithstanding the foregoing, only Commercial Qualifying Branded Operators who have been authorized to provide, and shall be currently providing, Authorized Commercial Services under agreements in effect on February 17, 2014 shall be authorized to p