EXHIBIT 10.1



                                                     July 28, 1998




To:     The Audit Committee of the Board of Cendant Corporation

From: Walter Forbes


Gentlemen:
     I will remit to the Company any overcharge the Audit  Committee  determines
exists  with  respect to my expense  items as  discussed  at the  Special  Board
Meeting on July 28, 1998.
 
                                    /s/ Walter A. Forbes