AGREEMENT

         AGREEMENT (this "Agreement") dated as of January 11, 1999, by and
between Cendant Corporation (the "Company") and James E. Buckman (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");

         WHEREAS, the Company has promoted the Executive to the position of
Vice Chairman of Cendant Corporation and the Executive has accepted such
promotion (the "New Position"); and

         WHEREAS, the Executive acknowledges that the New Position will require
the Executive to perform a substantial portion of his duties at 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.   Any and all changes in the Executive's duties, responsibilities and
     obligations in connection with his promotion to the New Position shall not
     constitute a Constructive Discharge within the meaning of the Employment
     Agreement, and the Executive hereby waives any right to claim Constructive
     Discharge under the Employment Agreement in connection with such changes.

2.   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."

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








4.   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.

5.   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/ Thomas D. Christopoul
                                       ---------------------------------
                                       Thomas D. Christopoul
                                       Executive Vice President
                                       Human Resources
/s/ James E. Buckman
- ------------------------
James E. Buckman