**Exhibit 10.49**

*******Execution Copy*******

**AMENDMENT NO.3**

**TO**

**TRADEMARK LICENSE AGREEMENT**

**THIS AMENDMENT TOTRADEMARK LICENSE AGREEMENT** is made and entered into on this 14th day of January, 2011 by and among SPTC DELAWARE, LLC, a Delaware limited liability company (as assignee of SPTC, Inc., a Delaware corporation) (**“SPTC”**) and SOTHEBY’S, aDelaware corporation, as successor by merger to SOTHEBY’S HOLDINGS, INC., a Michigan corporation (**“Holdings”**), on the one hand, and REALOGY CORPORATION, a Delaware corporation, as successor to CENDANT CORPORATION, aDelaware Corporation (**“Parent”**) and SOTHEBY’S INTERNATIONAL REALTY LICENSEE CORPORATION (f/k/a Monticello Licensee Corporation), a Delaware corporation (**“Licensee”**). Capitalized terms used hereinand 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 amended (the “License Agreement”); and 

WHEREAS, the parties hereby desire to amend the License Agreement to add the country of Australia 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 ofwhich are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows: 

1. Addition ofAustralia to the Territory. The country of Australia is hereby added to the Territory. 

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

2. Sharing of Development Fees for Australia. In the event that an initial franchise fee or development fee(**“Development Fee”**) is paid to the Licensee Group in connection with the grant of a master franchise or subfranchise agreement for the country of Australia as permitted under Subsection 7.2(a) of the License Agreement, the LicenseeGroup shall pay to Licensor an amount equal to 75% of such Development Fees until Licensor is paid $500,000, and 25% of such Development Fees thereafter. All payments to Licensor shall be made on the 15th Business Day after the end of the calendar month in which suchDevelopment Fees are received by the Licensee Group. 

3. Use of abbreviation SIR. The parties acknowledge that Licensor has approved theuse of the abbreviation “SIR” in a mobile device application. Hereafter, the parties will memorialize any authorized future uses of the “SIR” abbreviation for products or services in writing (e-mail or otherwise) but suchauthorizations need not be included in a formal amendment to the License Agreement. 

4. Miscellaneous. 

3.1 Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed anoriginal, and all of which, when taken together shall constitute one and the same agreement. 

3.2Heading. The headings herein are for convenience purposes only, do not constitute a part of this Amendment and shall not be deemed to limit or affect any of the provisions of this Amendment. 

3.3 License Agreement. This Amendment shall operate as an Amendment to the License Agreement. Except as expresslyprovided herein, the License Agreement is not amended, modified or affected by this Amendment, and the License Agreement and the rights and obligations of the parties hereto thereunder are hereby ratified and confirmed by the parties hereto in allrespects. 

[Remainder of Page Intentionally Left Blank; Signature Page Follows] 

**IN WITNESS WHEREOF,**the parties hereto have caused this Amendment to be executed asof the date first above written. 

 
**SPTC DELAWARE, LLC**By: /s/ William S. SheridanName: William S. SheridanTitle: Vice President and Treasurer**SOTHEBY’S**By: /s/ Henry Howard-SneydName: Henry Howard-SneydTitle: Executive Vice President**REALOGY CORPORATION**By: /s/ Dave WeavingName: Dave WeavingTitle: Executive Vice President and Chief Administrative Officer**SOTHEBY’S INTERNATIONAL REALTY LICENSEE CORPORATION**By: /s/ Dave WeavingName: Dave WeavingTitle: Authorized Person