MARKETING AGREEMENT

                                BY AND BETWEEN

                               NRT INCORPORATED

                                      AND

                       PHH MORTGAGE SERVICES CORPORATION




<PAGE>

                              MARKETING AGREEMENT

        This Marketing Agreement ("Agreement") is entered into on this 11th day
of August, 1997, and effective as of the first day of the month following the
month in which, NRT Incorporated acquires the assets of National Realty Trust
("Effective Date"), between PHH Mortgage Services Corporation ("PHH"), a New
Jersey corporation having an office at 6000 Atrium Way, Mt. Laurel, New Jersey
08054 and NRT Incorporated, a Delaware corporation, having an office at 6 Sylvan
Way, Parsippany, New Jersey 07054 ("NRT") (the "Parties").

        WHEREAS, PHH is engaged in providing mortgage services that include
counseling, efficient processing, origination, and servicing of mortgage loans
on homes located in the United States; and

        WHEREAS, NRT provides residential real estate brokerage services through
real estate brokers and agents ("Agents") in approximately 400 real estate
brokerage offices in the United States ("Existing NRT Offices")and intends to
acquire additional real estate brokerage operations from time to time during the
term of this Agreement ("Future NRT Offices") ("Existing NRT Offices" and
"Future NRT Offices" are collectively referred to herein as "NRT Offices"); and

        WHEREAS, PHH and NRT wish to develop a marketing program ("Program"),
the purpose of which will be to market PHH's mortgage services to the NRT
Offices and Agents.

        NOW, THEREFORE, in consideration of the mutual promises contained
herein, the Parties hereby agree as follows:
<PAGE>

                                      2




1. The Program.
   -----------

   (a) NRT shall provide access to PHH and market PHH and its various mortgage
       programs and products to the NRT Offices and Agents. The Program shall
       include posting of PHH signs and banners throughout the NRT Offices, mail
       inserts, brochures and advertisements. In addition, the NRT Offices shall
       be encouraged to provide access to PHH in its company newsletters and to
       all of its Agents during the periodic sales meetings. NRT shall also
       provide access to the NRT Offices and Agents to a PHH loan originator.
       The marketing of PHH's programs and products shall direct all interested
       customers to contact PHH directly to obtain a mortgage loan.

       Before the Effective Date the parties shall make final, and semiannually
       or more frequently thereafter will confer and amend, as appropriate,
       their marketing plan to implement the Program and their respective
       obligations thereunder. Such marketing plan will include, but is not
       limited to, as applicable: (i) the newspapers or other media in which NRT
       Offices will place advertisements, (ii) the types, format, content,
       quantity and distribution channels for brochures and other materials to
       be produced and distributed by the NRT Offices; (iii) the size, format,
       content, quantity and location of signs, banners and related materials,
       to be displayed; (iv) the types, content, frequency and distribution of
       mailings; and (v) the opportunities to be provided to PHH loan
       originators to address Agents in the NRT Offices.
    
   (b) Although NRT through its NRT Offices shall market PHH to its Agents as
       required by the Program, neither the NRT Offices nor Agents shall be
       required to, and they shall not as part of the Program, provide advice,
       counseling or assistance to consumers in connection with any particular
       mortgage loan for which they have applied or may apply to PHH.














   


<PAGE>

     (c)  The NRT Offices shall encourage Agents and relocation directors to
          inform all customers of the mortgage loan products and services
          offered by PHH. As mutually agreed upon by PHH and NRT, from time to
          time, PHH will provide one or more dedicated toll free telephone
          numbers for the Program.

     (d)  PHH covenants and agrees that the terms and conditions of the Program
          shall be no less favorable than the material terms and conditions of
          any other PHH program offered where the same services and relationship
          are being provided by a real estate corporation of the size and scope
          of NRT, and failure of PHH to comply with this covenant shall be
          deemed to be a material breach of the Agreement. NRT may terminate
          this Agreement without penalty in the event a nationwide third party
          provider of mortgage services, of similar reputation and quality as
          PHH, offers NRT a marketing arrangement comparable in all material
          respects to the Program, on economic terms more favorable to NRT than
          those set forth in this Agreement, provided that such offer is in
          writing and binding upon such third party if accepted by NRT, and is
          consistent with all applicable requirements of law. In such event, NRT
          shall promptly notify PHH of such offer in writing and PHH shall have
          ninety (90) days in which to agree or decline to match it. In the
          event PHH agrees to match it, the new terms shall apply to the Program
          beginning the first day of the calendar quarter immediately following
          such ninety (90) day period. If PHH declines, NRT may terminate the
          Agreement upon the expiration of ninety (90) days following receipt of
          written notice of termination thereof.

2.   Compensation.
     ------------

     (a)  (i) Commencing with the Effective Date, PHH shall pay a quarterly fee
          to NRT for the access and marketing services provided under the
          Program ("Quarterly Marketing Fee"). The Quarterly Marketing Fee shall
          be paid within 15 days of the beginning of each calendar quarter of
          the term of this Agreement. The amount of
<PAGE>

                                      4

          the Quarterly Marketing Fee shall be determined in accordance with
          Exhibit A (Fee Matrix) appended hereto and incorporated herein by this
          reference, as further adjusted as provided in this section 2.

          (ii) In the event the Effective Date is a date other than the first
          day of a calendar quarter (a "Partial Quarter"), no Quarterly
          Marketing Fee shall be payable until the next calendar quarter. For
          example, if the Effective Date is September 1, 1997 there shall be no
          compensation payable until the calendar quarter beginning October 1,
          1997.

     (b)  (i) By the close of each calendar quarter, each NRT Office shall
          report to NRT the number of home purchases and sales ("Units") it
          closed that quarter, and the average home sales price for such Units,
          relying therefor upon the management reports prepared by NRT Offices
          for NRT, in due course. NRT shall aggregate the number of Units for
          all NRT Offices; determine the average sales price for all such Units;
          determine from Exhibit A the Quarterly Marketing Fee to be paid for
                         ---------
          the next calendar quarter, and promptly report its determination and
          the basis therefor (the "Data") to PHH. NRT shall reasonably cooperate
          with PHH in any further examination of the Data it reasonably may
          seek.

          (ii) The initial Quarterly Marketing Fee shall be established by
          determining the Units closed and the average sales price for such
          Units for the calendar quarter immediately preceding the first
          calendar quarter in which fees are payable pursuant to section 2(a).
          Subsequent Quarterly Marketing Fees shall be established in accordance
          with the procedure set forth in section 2(b)(i) above.

     (c)  The Parties acknowledge and agree that the Quarterly Marketing Fee
          reflects the reasonable and fair market value of the goods and
          services to be provided by NRT and its NRT Offices under the Program,
          without regard to the value or volume of mortgage loans that may be
          attributable to the Program. The Parties have




















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                                       5

        concluded that the average sales price of home purchases and sales in
        which NRT Offices participate, and the aggregate number of such purchase
        and sale transactions, are reasonably related during each such calendar
        quarter to, among other factors; (i) the number of Agents employed by or
        working with NRT Offices; (ii) the number of real estate customers
        (including home buying customers) of NRT Offices; (iii) the marketing
        areas served by the NRT Offices; and (iv) the effectiveness, continuity,
        and coordinated nature of the Program. Not more frequently than
        semiannually during the term of the Agreement, either Party may notify
        the other, in writing, of its determination ("Determination"), and the
        basis therefor, that the Quarterly Marketing Fee amount may fail to
        reflect the reasonable and fair market value of the access, goods and
        services provided by NRT and the NRT Offices under the Program. The
        Parties shall promptly confer in good faith about the Determination. If
        they agree, the Parties shall adjust Exhibit A in accordance with the
                                             ---------
        Determination, or otherwise, effective at the beginning of the following
        calendar quarter. If they do not agree, Exhibit A shall not be revised.
                                                ---------

   (d)  NRT intends to roll-out the Program to Existing NRT Offices during the
        first four (4) consecutive calendar quarters of the term of this
        Agreement (the "Initial Four Quarters") by focusing its efforts on
        providing the Program in an orderly and progressive manner to Existing
        NRT Offices, during each of the Initial Four Quarters, as set forth
        below (the "Roll-out"). In recognition of the Roll-Out, the Parties
        agree that the Quarterly Marketing Fee for each of the Initial Four
        Quarters similarly shall be adjusted, so that the Quarterly Marketing
        Fee paid for the first of the Initial Four Quarters shall be 25% of the
        amount that otherwise would be payable under this section 2; the amount
        for the second and third quarters, 50%; and the amount for the fourth
        quarter, 75%. After the Initial Four Quarters, the Quarterly Marketing
        Fee shall be equal to 100% of the amount payable under this section 2.

<PAGE>

                                      6

     (e)  Units attributable to Future NRT Offices ("Acquisition Units"), which
          shall be established by determining the Acquisition Units closed for
          the calendar quarter immediately preceding the acquisition date of
          such Future NRT Offices ("Acquisition Date"), shall be added to the
          number of Units for all NRT Offices for purposes of calculating the
          Quarterly Marketing Fee to be paid hereunder on the first day of the
          month immediately following such Acquisition Date.

     (f)  The fees payable under this section 2 shall be subject to mutually
          agreed upon adjustments in the event the Jon Douglas Real Estate
          Services Group and Cornish & Carey Residential, Inc. transactions
          contemplated as of the date of this Agreement (which for purpose of
          this Agreement shall be included in the definition of Existing NRT
          Offices) are not consummated.
         
3.   Exclusivity. During the term of this Agreement, neither NRT nor any NRT
     -----------
     Office shall enter into any similar agreement with any other person or
     entity, including, but not limited to, any agreement to provide access and
     marketing services or to endorse or permit the rental of space within NRT
     Offices to any mortgage loan origination entity other than PHH (except that
     this prohibition shall not apply in those instances where the Future NRT
     Offices had such an arrangement in place prior to the applicable
     Acquisition Date, provided that NRT shall use reasonable efforts to
     promptly terminate such arrangements without undue expense or hardship), it
     being acknowledged that individual customers and Agents are not precluded
     thereby from choosing to do business with the mortgage loan origination
     entities of their choice.

4.   Relationship. The relationship between PHH and NRT shall be that of
     ------------
     independent contractors and neither party shall be or represent itself to
     be an agent, employee, partner or joint venturer of the other, nor shall
     either party have or represent itself to have any power or authority to act
     for, bind or commit the other. PHH shall have sole discretion
<PAGE>

                                       7

    and authority with respect to product development, origination, processing,
    underwriting and servicing of all mortgage loans and mortgage loan
    applications.

5.  Confidential Information. Each party recognizes that, during the term of
    ------------------------
    this Agreement, its directors, officers or employees may obtain knowledge of
    trade secrets, membership lists and other confidential information of the
    other Party which are valuable, special or unique to the continued business
    of that Party. Accordingly, each Party hereby agrees to hold such
    information in confidence and to use its best efforts to ensure that such
    information is held in confidence by its officers, directors and employees.

6.  Disclaimer. Neither PHH nor NRT make any representation or warranty to the
    ----------
    other regarding the effect that this Agreement and the consummation of the
    transactions contemplated hereby may have upon the foreign, federal, state
    or local tax or other liability of the other.

7.  Severability. If any material provision of this Agreement should be invalid,
    ------------
    illegal or in conflict with any applicable state or federal law or
    regulation, such law or regulation shall control, to the extent of such
    conflict, without affecting the remaining provision of this Agreement.

8.  Term and Termination.
    --------------------

    (a)  The term of this Agreement shall be forty (40) years commencing on its
         Effective Date unless earlier terminated in accordance with the
         provisions of this Section 8.

    (b)  PHH may terminate this Agreement, at any time, with or without cause,
         by providing ninety (90) days' written notice to NRT. NRT may terminate
         this Agreement by providing ninety (90) days written notice to PHH upon
         any material default by PHH that is not corrected within such ninety
         (90) day period; provided, however, that PHH shall be required to
         provide mortgage services under the



  
<PAGE>

                                      8

          Program for a transition period, not to exceed 365 days from notice of
          termination, as reasonably required by NRT to transition to a new
          mortgage lender.
         
     (c)  NRT may terminate this Agreement in accordance with the provisions of
          section 1(d) of this Agreement.

     (d)  Upon termination of this Agreement, as provided herein: (i) NRT shall
          refrain from any and all further use of or reference to materials
          utilizing PHH; (ii) PHH shall continue to process, in due course, any
          mortgage loan applications submitted by the NRT Offices' customers
          prior to termination of this Agreement; and (iii) PHH's obligation to
          pay any then due Quarterly Marketing Fee, and the provisions of
          sections 5 and 9 of this Agreement, shall survive, it being understood
          and agreed that any earned portion of such Quarterly Marketing Fee
          shall be paid pro rata, or any unearned portion of such Quarterly
          Marketing Fee shall be refunded pro rata, as applicable, based upon
          the amount that would have been payable for a full calendar quarter
          and the actual number of days elapsed for the quarter at the effective
          date of termination.

9.   Hold Harmless.
     -------------

     (a)  PHH agrees to indemnify, defend and hold NRT harmless from and against
          any and all claims, suits, actions, liability, losses, expenses or
          damages which may hereafter arise, which NRT, its affiliates,
          directors, officers, agents or employees may sustain due to or arising
          out of any negligent act or omission by PHH, its affiliates, officers,
          agents, representatives or employees in violation of this Agreement or
          in violation of any applicable law or regulation. Provided, however,
          the above indemnification shall not provide coverage for (a) any
          claim, suit, action, liability, loss, expense or damage to the extent
          that it resulted from an act or omission of NRT or any indemnified
          party, (b) the amount by which any cost, fee, expense or loss
          associated with any of the foregoing were increased as a result of
<PAGE>

                                       9

        an act or omission on the part of NRT or any indemnified party, or (c)
        any claim, suit, action, liability, loss, expense or damage arising out
        of, or connected to, any activity or relationship outside the scope of
        this Agreement.

  (b)   NRT agrees to indemnify, defend and hold PHH harmless from and against
        any and all claims, suits, actions, liability, losses, expenses or
        damages which may hereafter arise, which PHH, its affiliates, directors,
        officers, agents or employees may sustain due to or arising out of any
        negligent act or omission by NRT, its affiliates, officers, agents,
        representatives or employees in violation of this Agreement or in
        violation of any applicable law or regulation, or out of the real estate
        brokerage business of NRT, its affiliates, officers, agents,
        representatives or employees. Provided, however, the above
        indemnification shall not provide coverage for (a) any claim, suit,
        action, liability, loss, expense or damage to the extent that it
        resulted from an act or omission of PHH or any indemnified party or (b)
        the amount by which any cost, fee, expense or loss associated with any
        of the foregoing were increased as a result of an act or omission on the
        part of PHH or any indemnified party or (c) any claim, suit, action,
        liability, loss expense or damage arising out of, or connected to, any
        activity or relationship outside the scope of this Agreement.

   10.  Notices. All notices required or permitted by this Agreement shall be
        -------
        in writing and shall be given by certified mail, return receipt
        requested or by reputable overnight courier with package tracing
        capability and sent to the address at the head of this Agreement or such
        other address that a party specified in writing in accordance with this
        paragraph.

   11.  Amendment. The terms and conditions of this Agreement may not be
        ---------
        modified or amended other than by a writing signed by both Parties.
       
<PAGE>

12.  Assignment: Binding Nature. The terms of this Agreement shall be binding
     --------------------------
     upon and shall inure to the benefit of the Parties hereto. This Agreement
     shall not be assigned by any Party without the express prior written
     consent of the other Party, which consent may be given or withheld in the
     sole discretion of the Party whose consent is required hereby.

13.  Entire Agreement. This Agreement and any Exhibits attached hereto
     ----------------
     constitute the entire Agreement between the parties and supersede all oral
     or written negotiations of the Parties with respect to the subject matter
     thereof.

14.  Governing Law. This Agreement shall be subject to and construed under the
     -------------
     laws of the State of New Jersey, without reference to conflicts of law
     provisions thereof.

     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
the date and year first above written.

PHH MORTGAGE SERVICES               NRT INCORPORATED
CORPORATION

           /s/ Scott E. Forbes                 /s/ Joshua Harris
Signature: ___________________      Signature: _________________

    Scott E. Forbes                     Joshua Harris
By: __________________________      By: ________________________

       SVP                                 Vice President
Title: _______________________      Title: _____________________

Enclosures: Exhibit A (Fee Matrix)
<PAGE>

[CAPTION]

PHH Mortgage Services Confidential                                       Sheet1                                    Page 1

National Realty Trust
Marketing Fee Template
                                          Quarterly at close units reported to franchisor
                                                                                                              
Beginning Unit Volume               1             1001              2501            5001                7501                   
Ending unit volume                1000            2500              5000            7500               10000                   
                                                                                                                               
Average Sales Price                                                                                                            
                                                                                                                               
          75000-90000         $  4,455        $ 11,138         $  22,275        $ 33,413           $  44,550                   
                                                                                                                               
         90001-115000         $  6,075        $ 15,188         $  30,375        $ 45,563           $  60,750                   
                                                                                                                               
        115001-125000         $  6,750        $ 16,675         $  33,750        $ 50,625           $  67,500                   
                                                                                                                               
        125001-175000         $  8,100        $ 20,250         $  40,500        $ 60,750           $  81,000                   
                                                                                                                               
        175001-250000         $ 12,083        $ 30,206         $  60,413        $ 90,619           $ 120,825                   
                                                                                                                               
        250001-325000         $ 15,526        $ 38,813         $  77,625        $116,438           $ 155,250                   
                                                                                                                               
        325001-400000         $ 20,250        $ 50,625         $ 101,250        $151,875           $ 202,500                   
                                                                                                                               
        400000+               $ 23,625        $ 58,053         $ 118,125        $177,188           $ 236,250                   


PHH Mortgage Services Confidential

<PAGE>

PHH MORTGAGE SERVICES CONFIDENTIAL  Sheet 1                               Page 1



National Realty Trust
Marketing Fee Template
                Quarterly at close units reported to franchisor
                                                      
Beginning Unit Volume   10001      15001      20001      25001        30001
Ending unit volume      15000      20000      25000      30000        35000

Average Sales Price
       
        75000-90000     $ 59,400   $118,800   $178,200   $  237,600   $  371,250

        90001-115000    $ 51,000   $162,000   $243,000   $  324,000   $  506,250

        115001-125000   $ 90,000   $100,000   $270,000   $  360,000   $  562,500

        125001-175000   $108,000   $218,000   $324,000   $  432,000   $  675,000

        175001-250000   $161,100   $322,200   $483,300   $  644,400   $1,008,875

        250001-375000   $207,000   $414,000   $621,000   $  828,000   $1,293,750

        325001-400000   $270,000   $540,000   $810,000   $1,080,000   $1,687,500

        400000+         $315,000   $630,000   $945,000   $1,260,000   $1,968,750


PHH MORTGAGE SERVICES CONFIDENTIAL  Sheet 1                               Page 1

<PAGE>

PHH Mortgage Services Confidential              Sheet1                  Page 1

National Realty Trust
Marketing Fee Template


                     Quarterly at close units reported to franchiser
Beginning Unit Volume        35001           40001           45001           50001           55001
Ending unit volume           40000           45000           50000           55000           60000
                                                                        
Average Sales Price

        75000-90000     $  445,500      $  561,330      $  712,800      $  801,900      $  891,000

        90001-115000    $  607,500      $  765,450       $ 972,000      $1,093,500      $1,215,000

        115001-125000   $  675,000      $  850,500      $1,080,000      $1,215,000      $1,350,000

        125001-175000   $  810,000      $1,020,600      $1,295,000      $1,458,000      $1,620,000

        175001-250000   $1,208,250      $1,522,395      $1,933,200      $2,174,850      $2,416,500

        250001-325000   $1,552,500      $1,956,150      $2,484,000      $2,794,500      $3,105,000

        325001-400000   $2,025,000      $2,551,500      $3,240,000      $3,645,000      $4,050,000

        400000+         $2,362,500      $2,976,750      $3,760,000      $4,252,500      $4,725,000
    

PHH Mortgage Services Confidential              Sheet1                   Page 1
<PAGE>

PHH Mortgage Services Confidential              Sheet 1                 Page 1

National Realty Trust
Marketing Fee Template



                    Quarterly at close units reported to franchisor
Beginning Unit Volume         60001       65001         70001        75001        80001
Ending Unit Volume            65000       70000         75000        80000        85000
                                                              
Average Sales Price     

        75000-90000      $1,143,450   $1,247,400   $1,351,350   $1,663,200   $1,782,000

        90001-115000     $1,559,250   $1,701,000   $1,842,750   $2,268,000   $2,430,000

        115001-125000    $1,732,500   $1,890,000   $2,047,500   $2,520,000   $2,700,000

        125001-175000    $2,079,000   $2,268,000   $2,457,000   $3,024,000   $3,240,000

        175001-250000    $3,101,175   $3,383,100   $3,685,025   $4,510,800   $4,833,000

        250001-325000    $3,984,750   $4,347,000   $4,709,250   $5,798,000   $6,210,000

        320001-400000    $5,197,500   $5,670,000   $6,142,500   $7,560,000   $8,100,000

        400000+          $6,063,750   $6,615,000   $7,168,250   $8,820,000   $9,450,000


PHH Mortgage Services Confidential

Source: OneCLE Business Contracts.