AMENDMENT NO. 2 TO TRADEMARK LICENSE AGREEMENT

Exhibit 10.2

EXECUTION COPY

AMENDMENT NO. 2

TO

TRADEMARK LICENSE AGREEMENT

THIS AMENDMENT TO TRADEMARK LICENSE AGREEMENT is made and entered into on this 2nd 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 (as heretofore amended, the “License Agreement”); and

WHEREAS, the parties hereby desire to amend the License Agreement to add the country of New Zealand to the Territory 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.         Addition of New Zealand to the Territory. The country of New Zealand is hereby added to the Territory.

1.1       Amendment of Schedule C. Schedule C is hereby amended by adding the country of New Zealand as part of the Territory.

1.2       Amendment of the Definition of “Territory.” The definition of “Territory” under Section 1.1 of the Agreement is hereby deleted in