**Exhibit 10.14(d)****JOINDER AGREEMENT**     **JOINDER AGREEMENT**dated as of January 1, 2005 (this “**Agreement**”), between SPTC Delaware, LLC,a Delaware limited liability company (the “**Licensor**”), Sotheby’s Holdings, Inc., a MichiganCorporation (“**Holdings**”), and Sotheby’s, an unlimited company registered in England (“**Sotheby’s(UK)**”), on the one hand, and Cendant Corporation, a Delaware corporation (“**Parent**”) and Sotheby’sInternational Realty Licensee Corporation, a Delaware corporation (“**Licensee**”), on the other hand.Capitalized terms used in this Agreement but not defined herein shall have the meanings assigned tosuch terms in the License Agreement (as defined below).**WITNESSETH:**     WHEREAS, Holdings and Licensor (as assignee of SPTC, Inc.), on the one hand, and Parent andLicensee, on the other hand, are parties to a License Agreement dated as of February 17, 2004 (the“**License Agreement**”);     WHEREAS, on December 15, 2004, pursuant to the letter set forth as **Exhibit 1** hereto(the “**Option Exercise Letter**”), Licensee notified Licensor of Licensee’s desire to exercise itsrights, pursuant to the terms and subject to the conditions of Article XVIII of the LicenseAgreement, to license the Licensed Marks for use in the countries listed on **Schedule A** tothe Option Exercise Letter (the “**Option Countries**”) solely for the offer and sale of AuthorizedServices in the Option Countries on the terms provided in the License Agreement;     WHEREAS, on or about July 15, 2004, the international registrations of the SIR Mark withrespect to the Option Countries in which the SIR Mark has been registered (the “**Option CountryRegistrations**”) were owned by Sotheby’s International Realty GmbH (“**SIR GmbH**”), and all of SIRGmbH’s right, title, and interest in and to the SIR Mark and the Option Country Registrations,along with the goodwill of the business symbolized by the SIR Mark and Option CountryRegistrations, was transferred and assigned by SIR GmbH to Sotheby’s (UK); and     WHEREAS, as more fully set forth in this Agreement, the parties desire to grant the license inthe Option Countries as contemplated by Section 18.6 of the License Agreement and to satisfy theparties’ obligations under Section 18.3(e) of the License Agreement.     In consideration of the respective representations, warranties and covenants set forth hereinand in the License Agreement and for good and valuable consideration, the receipt and adequacy ofwhich are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:**I. Addition of Option Countries and Amendment of Schedule C*****:***
 

 
     The Option Countries are hereby added to the Territory, and Schedule C of the LicenseAgreement is hereby amended to add the names of all such Option Countries.**II. Application of the terms of use of the License Agreement**     The parties acknowledge and agree that the terms and conditions of the License Agreement withrespect to Licensee’s use of the Licensed Marks, including the terms and conditions with respect tothe quality control matters, shall apply to Licensee’s use of the Licensed Marks in the OptionCountries. For the avoidance of doubt, the parties acknowledge that the foregoing shall not bedeemed to amend, modify or affect those terms and conditions of the License Agreement thatexpressly do not apply to the Option Countries.**III. Agreement of Sotheby’s (UK) to be bound; Eligible SPV**     Sotheby’s (UK) hereby agrees to be bound by the terms and conditions of the License Agreementas a Licensor with respect to the Option Countries. In accordance with the provisions of theLicense Agreement, subject to clauses (i) through (iv) of Section 18.3(e) thereof, Holdings andSotheby’s (UK) hereby agree to establish an Eligible SPV in accordance with Section 18.3 of theLicense Agreement, cause such Eligible SPV to be the holder of the Option Country Registrations orto file a registration or registrations for the Licensed Marks in the Option Countries pursuant tothe terms and subject to the conditions of the License Agreement, and upon a transfer of the OptionCountry Registrations or the grant of a registration or registrations for the Option Countries,cause such Eligible SPV to be bound by the terms and conditions of the License Agreement asLicensor, whereupon Sotheby’s (UK) shall no longer be deemed a party to the License Agreement asLicensor with respect to the Option Countries.**IV. Representations and Warranties** (a) Holdings, Licensor and Sotheby’s (UK) jointly and severally represent andwarrant to Parent and Licensee as follows as of the date of this Agreement: (i) Authority, Validity. Each of Holdings, Licensor andSotheby’s (UK) is a corporation (or in the case of Licensor, a limitedliability company) validly existing and in good standing under the laws of itsstate or jurisdiction of organization. Each of Holdings, Licensor andSotheby’s (UK) has the power and authority to execute and deliver thisAgreement and to consummate the transactions contemplated hereunder. Theexecution, delivery and performance of this Agreement by Holdings, Licensorand Sotheby’s (UK) and the consummation by Holdings, Licensor and Sotheby’s(UK) of the transactions contemplated hereunder, have been or will be duly andvalidly authorized by Holdings, Licensor and Sotheby’s (UK), and no othercorporate or limited liability company proceedings on the part of Holdings,Licensor and Sotheby’s (UK) are necessary to authorize this Agreement or for the consummation of the
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   transactions contemplated hereunder. This Agreement has been duly executed anddelivered by Holdings, Licensor and Sotheby’s (UK), and, assuming dueexecution and delivery by Parent and Licensee, constitutes a valid andbinding obligation of Holdings, Licensor and Sotheby’s (UK) enforceableagainst each in accordance with its terms, except as may be limited by anybankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceor similar laws affecting the enforcement of creditors’ rights generallyor by general principles of equity (regardless of whether suchenforceability is considered in a proceeding in equity or at law).  (ii) Licensed Marks in the Option Countries. Sotheby’s(UK) is the sole and exclusive owner of the Option Country Registrations. Tothe knowledge of Holdings, Licensor and Sotheby’s (UK), the use of the SIRMark by Licensee for the offer and sale of Authorized Brokerage Services withrespect to the Option Countries will not infringe on the intellectual propertyrights of any third party. The Option Country Registrations are the soleregistrations as of the date hereof of the Licensed Marks with respect to theOption Countries and to the knowledge of Holdings, Licensor and Sotheby’s(UK), such registrations are valid and subsisting and in full force and effectas of the date hereof. There is no material Litigation pending or, to theknowledge of Licensor and Sotheby’s (UK), threatened, and neither Licensor norSotheby’s (UK) has received or sent any written notice of a claim or suit, (x)alleging that the SIR Mark infringes upon or otherwise violates anyintellectual property rights of any third party in the Option Countries or (y)challenging the ownership, use, validity or enforceability of, or applicationor registration for, the SIR Mark with respect to the Option Countries.Sotheby’s (UK) has the full power to license the SIR Mark in the OptionCountries for use in connection with the Authorized Brokerage Servicespursuant to the terms and conditions of the License Agreement.  (iii) No Conflict; Government Consents. (1) Neither the execution, delivery orperformance by Holdings, Licensor or Sotheby’s (UK) of this Agreementnor the consummation of the transactions contemplated hereby andcompliance by Holdings, Licensor and Sotheby’s (UK) with any of theprovisions hereof or of the License Agreement with respect to thelicensing of the Licensed Marks in the Option Countries will (x)violate any provision of any Organizational Document of Holdings,Licensor or Sotheby’s (UK); (y) require any consent, approval ornotice under, violate or result in the violation of, conflict with or
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   result in a breach of any provisions of, constitute a default (oran event which, with notice or lapse of time or both, couldreasonably be expected to constitute a default) under, result inthe termination of, result in a right of termination of, anymaterial contractual obligation of Holdings, Licensor or Sotheby’s(UK) (other than such consents as have already been obtained); or(z) violate any material Law of the United States applicable toHoldings or Licensor.  (2) No material consent, order or authorizationof, or registration, declaration or filing with, any GovernmentalAuthority is required to be obtained or made by Licensor inconnection with the execution, delivery and performance of thisAgreement or the consummation of the transactions contemplated herebythat has not been obtained or made. (b) Parent and Licensee jointly and severally represent and warrant to Holdings,Licensor and Sotheby’s (UK) as follows as of the date of this Agreement: (i) Authority, Validity. Each of Parent and Licensee is acorporation validly existing and in good standing under the laws of the stateof its incorporation. Each of Parent and Licensee has the corporate power andauthority to execute and deliver this Agreement and to consummate thetransactions contemplated hereunder. The execution, delivery and performanceof this Agreement by Parent and Licensee and the consummation by Parent andLicensee of the transactions contemplated hereunder, have been duly andvalidly authorized by Parent and Licensee, and no other corporate proceedingson the part of Parent or Licensee are necessary to authorize this Agreement orfor the consummation of the transactions contemplated hereunder. ThisAgreement has been duly executed and delivered by Parent and Licensee, and,assuming due execution and delivery by Holdings, Licensor and Sotheby’s (UK),constitutes a valid and binding obligation of Parent and Licensee enforceableagainst Parent and Licensee in accordance with its terms, except as may belimited by any bankruptcy, insolvency, reorganization, moratorium, fraudulentconveyance or similar laws affecting the enforcement of creditors’ rightsgenerally or by general principles of equity (regardless of whether suchenforceability is considered in a proceeding in equity or at law).  (ii) No Conflict; Government Consents.
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 (1) Neither the execution, delivery orperformance by Parent or Licensee of this Agreement nor theconsummation of the transactions contemplated hereby and complianceby Parent and Licensee with any of the provisions hereof or of theLicense Agreement with respect to the licensing of the Licensed Marksin the Option Countries will (x) violate any provision of anyOrganizational Document of Parent or Licensee; (y) require anyconsent, approval or notice under, violate or result in the violationof, conflict with or result in a breach of any provisions of,constitute a default (or an event which, with notice or lapse of timeor both, could reasonably be expected to constitute a default) under,result in the termination of, result in a right of termination of,any material contractual obligation of Parent or Licensee (other thansuch consents as have already been obtained); or (z) violate anymaterial Law of the United States applicable to Parent or Licensee.  (2) No material consent, order or authorizationof, or registration, declaration or filing with, any GovernmentalAuthority is required to be obtained or made by Parent or Licensee inconnection with the execution, delivery and performance of thisAgreement or the consummation of the transactions contemplated herebythat has not been obtained or made. (c) The representations and warranties contained in this Section IV shall survivefor a period of two years beginning on the date of this Agreement. Breaches of suchrepresentations and warranties shall be indemnifiable by the parties consistent withthe terms of Sections 13.1 and 13.2 of the License Agreement (it being understood thatany breach of such representations shall be deemed a breach of the License Agreementfor purposes of Sections 13.1(i) and 13.2(i) of the License Agreement), subject to thelimitation provisions of Section 13.3 of the License Agreement (it being understoodthat indemnifiable Damages suffered by the parties for purposes of such Section 13.3shall include any Damages suffered in connection with a breach of the representationsand warranties contained herein). The procedures set forth in Section 13.5 of theLicense Agreement shall apply to any indemnification claim asserted by the parties inconnection herewith.**V. Covered Revenue**     The parties acknowledge and agree that Fees shall be payable with respect to Covered RevenueEarned by the Licensee Group from the performance of Authorized Brokerage Services in the OptionCountries pursuant to the terms and subject to the conditions contained in Article V of the LicenseAgreement.
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**VI. Miscellaneous**(a)Governing Law; Jurisdiction; Venue; Service of Process; Waiver of Jury Trial.THIS AGREEMENT HAS BEEN NEGOTIATED, EXECUTED AND DELIVERED IN THE STATE OF NEW YORK ANDSHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,WITHOUT REGARD TO ANY PRINCIPLES OR RULES OF CONFLICTS OF LAW THAT WOULD CAUSE THEAPPLICATION OF ANOTHER LAW. EACH PARTY HEREBY IRREVOCABLY AGREES THAT ANY LEGAL ACTION ORPROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATEDHEREBY MUST BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK CITY OROF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AND HEREBY EXPRESSLYSUBMITS TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS FOR THE PURPOSES THEREOF ANDEXPRESSLY WAIVES ANY CLAIM OF IMPROPER VENUE AND ANY CLAIM THAT SUCH COURTS ARE ANINCONVENIENT FORUM. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OFANY OF THE AFOREMENTIONED COURTS BY NOTICE IN THE MANNER SPECIFIED IN SECTION 20.2 OF THELICENSE AGREEMENT. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,ANY RIGHT TO TRIAL BY JURY IN ANY SUCH ACTION OR PROCEEDING.(b) Counterparts. This Agreement may be executed in any number of counterparts,each of which shall be deemed an original, and all of which, when taken together, shallconstitute one and the same agreement.(c) Headings. The headings herein are for convenience purposes only, do notconstitute a part of this Agreement, and shall not be deemed to limit or affect any of theprovisions of this Agreement.(d) Amendment; Waiver. Any provision of this Agreement may be amended,supplemented, modified or waived if, and only if, such amendment, supplement, modificationor waiver is in writing and signed, in the case of an amendment, supplement ormodification, by Licensee and Licensor or, in the case of a waiver, by the party againstwhom the waiver is to be effective. No failure or delay by any party in exercising anyright, power or privilege hereunder shall operate as a waiver thereof, nor shall any singleor partial exercise thereof preclude any other or further exercise thereof or the exerciseof any other right, power or privilege.(e) License Agreement. This Agreement shall operate as a supplement, amendment andaddendum to the License Agreement. Except as expressly provided herein, the LicenseAgreement (including Sections 10.1 and 18.3(b) thereof) is not amended, modified oraffected by this Agreement, and the License
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Agreement and the rights and obligations of the parties hereto thereunder are herebyratified and confirmed by the parties hereto in all respects.(f) Expenses. Except as otherwise provided in the License Agreement, the partiesshall bear their own fees and expenses incident to this Agreement and the transactionscontemplated hereby.[REMAINDER OF PAGE INTENTIONALLY BLANK]
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     **IN WITNESS WHEREOF**, the parties hereto have caused this Agreement to be executed as of thedate first above written.       **SPTC DELAWARE, LLC**       By: /s/ William S. Sheridan         Name: William S. Sheridan    Title: Vice President and Treasurer       **SOTHEBY’S HOLDINGS, INC.**       By: /s/ William S. Sheridan         Name: William S Sheridan    Title: Executive Vice President and