Sample Business Contracts

Advisory Services Agreement - NRT Inc. and Apollo Management LP

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                          ADVISORY SERVICES AGREEMENT

           THIS ADVISORY SERVICES AGREEMENT (this "Agreement"), dated as of
August 11, 1997, is by and among NRT Incorporated (the "Company"), and
Apollo Management L.P. (the "Advisor").

           WHEREAS, the Company and the Advisor desire that the Advisor assume
and perform the Advisory Services (as defined below).

          NOW THEREFORE, the Advisor and the Company hereby agree as follows:

          1. Defined Terms.

             "Advisory Services" shall have the meaning given to it in
Section 4 of this Agreement.

             "Commencement Date" shall mean the first date after the
consummation of the Jon Douglas Acquisition.

             "Jon Douglas Acquisition" means the proposed acquisition of Jon
Douglas Real Estate Services Group, Inc.

             "Junior Preferred Stock" shall mean the Company's 18.00% Series
C Cumulative Junior Redeemable Preferred Stock due 2001.

             "Losses" shall have the meaning given to it in Section 6 of this

             "Material Adverse Effect" shall mean, with respect to any
person, any loss or interference that could, individually or in
the aggregate, have a material adverse effect on the condition (financial or
other), business, properties, prospects or results of operations of such person
and its subsidiaries, taken as a whole.

             "person" shall mean an individual, partnership, corporation,
business trust, joint stock company, trust, unincorporated association, joint
venture, governmental authority or other entity of whatever nature.

             "Stockholders Agreement" shall mean that certain Stockholders
Agreement, dated as of the date hereof, by and among the Company and each of the
stockholders of the Company listed on Schedule A thereto and such other
stockholders of the Company as may, from time to time, become parties to such
agreement in accordance with the terms thereof.

                "Termination Date" shall mean the earlier of (i) the date on
which all of the shares of Junior Preferred Stock issued to the Advisor and its
Affiliates has been redeemed and (ii) the date, if any, on which this Agreement
is terminated by the Advisor pursuant to notice provided in accordance with
Section 7 of this Agreement.

             2. Retention.

                (a) The Company hereby retains the Advisor to provide the
Advisory Services to the Company beginning on the Commencement Date.

                (b) The Advisor hereby agrees that it shall provide the Advisory
Services to the Company until the Termination Date.

             3. Representations and Warranties. Each of the Advisor and the
Company represents and warrants to the other that:

                (a) It (i) is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (ii) has all
power and authority necessary to own and operate its property, to lease the
property it operates as lessee and to conduct the business in which it is
currently engaged, and (iii) is duly qualified as a foreign company and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such qualification
except where the failure to so qualify would not have a Material Adverse Effect.

                (b) It has all power and authority necessary to make, deliver
and perform its duties under this Agreement.

                (c) This Agreement has been duly executed and delivered by it.

                (d) This Agreement constitutes a legal, valid and binding
obligation of it, enforceable against it in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

             4. Duties and Rights of the Advisor.

                (a) Beginning on the Commencement Date and until the Termination
Date, the Advisor shall provide management, advisory and other services (the
"Advisory Services"), as mutually agreed upon between the Company and the
Advisor, for the benefit of the Company.


                (b) To the extent necessary or appropriate to perform any of the
Advisory Services, the Advisor shall have the power to execute and deliver all
necessary and appropriate documents and instruments on behalf of the Company
with respect to the Advisory Services.

                (c) The Advisor may delegate all or any part of their duties
under this Agreement to one or more submanagers.

             5. Compensation and Reimbursement. Beginning on the Commencement
Date and until the Termination Date, the Company shall pay to the Advisor
monthly, ten days following the end of each month, a fee in an amount equal to

             6. Non-Liability of Advisors. The Advisor shall perform on behalf
of the Company only the duties that have been specifically delegated to the
Advisor in this Agreement and the Advisor shall have no implied covenants or
obligations to perform any other duties under this Agreement. The Advisor shall
not be responsible for any losses, liabilities, damages, claims or expenses
(collectively, the "Losses") incurred by the Company arising from any acts or
omissions by the Advisor in connection with the performance of its duties under
this Agreement other than Losses resulting or arising from its gross negligence
or willful misconduct; provided, however, that the Advisor shall not have any
liability or responsibility for any Loss resulting or arising from an act or
omission by a submanager.

             7. Notice. Any notice or other communication required or permitted
to be given under this Agreement shall be given in the manner set forth in
Section 6.1 of the Stockholders Agreement.

             8. Section Headings. The section headings used in this Agreement
are inserted for convenience of reference only and are not intended to be a part
of or to affect the meaning or interpretation of this Agreement.

             9. Multiple Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

            10. Invalidity. In the event that any one or more of the provisions
contained in this Agreement or in any other instrument referred to herein,
shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect, then to the maximum extent permitted by law, such invalidity,
illegality or unenforceability shall not affect any other provision of this
Agreement or any other such instrument.

            11. Successors and Assigns. This Agreement shall inure to the
benefit of the permitted successors, indorsees, transferees and assigns of the
Company and the Advisor.


           12. Entire Agreement; Amendment and Waiver. This Agreement
constitutes the entire agreement among the parties pertaining to the subject
matter hereof and supersedes all prior agreements, understandings, negotiations
and discussions, whether oral or written, of the parties. No amendment,
supplement, modification or waiver of this Agreement shall be binding unless
executed in writing by the party to be bound thereby. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provision hereof (whether or not similar), nor shall such waiver
constitute a continuing waiver unless otherwise expressly provided.

           13. Choice of Law. This Agreement shall be construed, interpreted and
the rights of the parties determined in accordance with the laws of the State of
New York (without reference to its choice of law provisions). Each party
irrevocably consents to the service of any and all process in any action or
proceeding arising out of or relating to this Agreement by the mailing of copies
of such process to each party at its address specified in Section 7. The parties
hereto irrevocably submit to the non-exclusive jurisdiction of the United States
District Court for the Southern District of New York (or, if subject matter
jurisdiction in that court is not available, in any state court located within
the City of New York) over any dispute arising out of or relating to this
Agreement or any agreement or instrument contemplated hereby or entered into in
connection herewith or any of the transactions contemplated hereby or thereby.
Each party hereby irrevocably agrees that all claims in respect of such dispute
or proceeding may be heard and detemlined in such courts. The parties hereby
irrevocably waive, to the fullest extent permitted by applicable law, any
objection which they may now or hereafter have to the laying of venue of any
such dispute brought in such court or any defense of inconvenient forum in
connection therewith.

                            [signature page follows]


           IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
duly executed and delivered as of the date first above written.

                                        NRT INCORPORATED

                                            Samuel L. Katz
                                        By: ______________________
                                            Name: Samuel L. Katz
                                            Title: President

                                        APOLLO MANAGEMENT L.P.

                                            Joshua Harris
                                        By: _______________________
                                            Name: Joshua Harris
                                            Title: Vice President