SERVICES AGREEMENT

Exhibit 10.1

SERVICES AGREEMENT

This Services Agreement (this “ Agreement ”), dated as of October 1, 2009 (the “ Effective Date ”), is by and between American Processing Company, LLC, a Michigan limited liability company (d/b/a NDeX) (the “ Default Specialist ”), James E. Albertelli, P.A., a Florida professional association d/b/a “Albertelli Law” (the “ Firm ”), and, solely for purposes of making the commitments set forth in Article VIII (Restrictive Covenants), James E. Albertelli (the “ Restricted Party ”). The Default Specialist and the Firm are hereinafter collectively referred to as the “ Parties ” and each as a “ Party .” Unless otherwise indicated, capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1 below.

RECITALS

A. The Firm is engaged in the Practice of Law with offices in Jacksonville and Tampa, Florida. Prior to the date hereof, in addition to the Practice of Law, the Firm provided certain non-legal services to Clients, including the Mortgage Default Services.

B. Immediately prior to, and in connection with the transactions contemplated by this Agreement, the Firm has sold to the Default Specialist substantially all of the assets (the “ Purchased Assets ”) used by the Firm in the business of providing Mortgage Default Services to the Firm’s Clients and the Default Specialist has assumed certain liabilities of the Firm associated therewith (the “ Assumed Liabilities ”) pursuant to the Purchase Agreement.

C. The Firm now desires, subject to the terms and conditions described herein, to engage the Default Specialist to provide Mortgage Default Services to the Firm for the benefit of its Clients; provided , however , that the performance of any Legal Services in connection with the business of the Firm shall continue to be performed solely by the Firm.

D. The Restricted Party acknowledges and agrees that the Restricted Party will receive direct and substantial benefit from the consummation of the transactions contemplated by the Purchase Agreement and has agreed to become a party to this Agreement for the limited purpose of agreeing to certain covenants applicable to him as set forth in Article VIII (Restrictive Covenants).

AGREEMENTS

In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I
DEFINITIONS

1.1 Definition of Certain Terms . The terms defined in this Section 1.1 , whenever used in this Agreement (including in the Schedules and Exhibits), shall have the respective meanings indicated below for all purposes of this Agreement:

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

“AAA” means the American Arbitration Association.

“ Affiliate ” as applied to any Person, means any other Person, directly or indirectly, controlling, controlled by, or under common control with, that Person. The term “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, includes the possession, directly or indirectly, of fifty percent (50%) or more of the voting power (or in the case of a Person which is not a corporation, fifty percent (50%) or more of the ownership interest, beneficial or otherwise) of such Person or the power otherwise to direct or cause the direction of the management and policies of that Person, whether through voting, by contract or otherwise.

“ Agencies ” shall mean, individually or collectively, Fannie Mae, Freddie Mac, FHA, VA and GNMA and any other governmental agencies or quasi-governmental agencies who are residential mortgage lenders or residential mortgage loan servicing companies that are or become Clients of the Firm.

“ Agreement ” has the meaning set forth in the Preamble of this Agreement.

“ Applicable Law(s) ” means any statute, law, ordinance, regulation, requirement, order or rule of any Governmental Body, or any governmental or administrative interpretation thereof, including, but not limited to, any and all federal, state and local laws governing the legal profession generally, including, but not limited to, the State of Florida’s Rules of Professional Conduct, the Fair Debt Collection Practices Act and the Graham-Leach-Bliley Act.

“ Assumed Liabilities ” has the meaning set forth in the Recitals of this Agreement.

“ BLS ” has the meaning set forth in Section 3.1(b) of this Agreement

“ Breaching Party ” has the meaning set forth in Section 9.3 of this Agreement.

“ Business ” means the business of providing Mortgage Default Services.

“ Business Day ” means a day of the year on which banks are not required or authorized by law to close in Minneapolis, Minnesota.

“ Change ” and “ Changes ” have the meaning set forth in Article X of this Agreement.

“ Claim ” has the meaning set forth in Section 12.6 of this Agreement.

“ Clients ” shall mean residential mortgage lenders or residential mortgage loan servicing companies that have engaged the Firm, or may engage the Firm in the future, as well as any other Person who receives Legal Services in combination with Mortgage Default Services from the Firm.

“ CPI ” has the meaning set forth in Section 3.1(b) of this Agreement.

“ CPI Percentage ” has the meaning set forth in Section 3.1(b) of this Agreement.

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

“ Default Specialist Confidential Information ” has the meaning set forth in Section 7.1(a) of this Agreement.

“ Default Specialist ” has the meaning set forth in the Preamble of this Agreement.

“ Default Specialist Intellectual Property ” has the meaning set forth in Section 7.6 of this Agreement.

“ Default Specialist Workforce ” has the meaning set forth in Section 5.1 of this Agreement.

“ Effective Date ” has the meaning set forth in the Preamble to this Agreement.

“ Employee Expenses ” means any and all employee costs of the Default Specialist Workforce, including, but not limited to, personnel salaries, overtime, bonuses, commissions, fringe benefits, accrued vacations, sick leave time, profit sharing, pension, and any insurance benefits.

“ Engagement Letter ” means any engagement letter, contract, agreement or other arrangement between the Firm and a Client.

“ Exclusivity Term ” means the period commencing on the Effective Date and continuing until the earlier of (i) two years from the Effective Date, or (ii) the date upon which an Exclusivity Termination Event shall have occurred.

“ Exclusivity Termination Event ” means the occurrence of any of the following: (i) the failure by the Firm or the Restricted Party to cure a Material Breach within sixty (60) days after receipt from the Default Specialist of a written notice describing such Material Breach, (ii) the Firm ceases to operate its legal services business as historically operated by the Firm prior to the Effective Date or (iii) the Firm becomes Insolvent.

“ Extended Term ” has the meaning set forth in Section 9.2 of this Agreement.

“ Fannie Mae ” shall mean the Federal National Mortgage Association.

“ Fee Schedule ” has the meaning set forth in Section 3.1(a) of this Agreement.

“ Firm Confidential Information ” has the meaning set forth in Section 7.2(a) of this Agreement.

“ Firm Damages ” has the meaning set forth in Section 12.4 of this Agreement.

“ Firm ” has the meaning set forth in the Preamble of this Agreement.

“ First Installment Payment ” has the meaning given to such term in the Purchase Agreement.

“ First Invoice ” has the meaning set forth in Section 3.2(b) of this Agreement.

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

“ First Invoice Amount ” has the meaning set forth in Section 3.2(b) of this Agreement.

“ FHA ” shall mean the Federal Housing Administration.

“ Force Majeure Condition ” shall mean any condition or event beyond the control of the Party affected thereby, including, but not limited to, fire, explosion, or other casualty, act of God, war or civil disturbance, acts of public enemies, embargo, the performance or non-performance of third parties, acts of city, state, local or federal governments in their sovereign, regulatory, or contractual capacity, labor difficulties and strikes.

“ Freddie Mac ” shall mean the Federal Home Loan Mortgage Corporation.

“ GAAP ” means United States generally accepted accounting principles, consistently applied in accordance with past practices.

“ GNMA ” shall mean the Government National Mortgage Association.

“ Governmental Body ” means any:

(a) federal, state, county, municipal, city, town, village, district, or other jurisdiction or government of any nature;

(b) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or other entity and any court or other tribunal); or

(c) body exercising, or entitled or purporting to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.

“ Indemnified Party ” has the meaning set forth in Section 12.6 of this Agreement.

“ Indemnifying Party ” has the meaning set forth in Section 12.6 of this Agreement.

“ Initial Term ” has the meaning set forth in Section 9.1 of this Agreement.

“ Insolvent ” means a party who makes an assignment for the benefit of its creditors, or voluntarily commences proceedings in bankruptcy, reorganization or liquidation under the United States Bankruptcy Code, 11 U.S.C. §§ 101, et seq ., as amended, or under any other state, federal or Applicable Law for the relief of debtors (or an action under any such laws is commenced against such party and is not discharged within 60 days), or has a receiver, trustee or custodian appointed to operate its business who is not discharged within 60 days of his, her or its appointment.

“ Investors ” shall mean Fannie Mae, Freddie Mac, GNMA, FHA, VA, other Agencies and the Private Investors, collectively.

“ Invoice ” means any Monthly Invoice or the First Invoice.

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

“ Legal Services ” means counseling or assisting others in matters that require the use of legal discretion and legal knowledge, the giving of advice or the rendering of any service requiring the use of legal skill or knowledge, including the provision of any service constituting the practice of law under all Applicable Laws.

“ Malpractice Insurance Policies ” has the meaning set forth in Section 4.6 of this Agreement.

“ Material Breach ” means any breach of this Agreement (other than, with respect to clauses (a), (b) or (c) below, as a result of a Force Majeure Condition) by one Party or, with respect to clause (d) only, the Firm that:

(a) significantly deprives the Non-breaching Party of the benefits afforded to it under this Agreement;

(b) causes the Non-breaching Party to suffer material losses or material damages that cannot be properly redressed by the payment of money;

(c) constitutes gross negligence or willful misconduct on the part of the Breaching Party that results in a material loss or material damages to the non-Breaching Party; or

(d) the failure by the Firm to timely pay any amounts owed to the Default Specialist under this Agreement.

“ Measuring Month ” has the meaning set forth in Section 3.1(b) of this Agreement.

“ Monthly Invoice ” has the meaning set forth in Section 3.2(a) of this Agreement.

“ Mortgage Default Services ” means all services relating to the residential (but not commercial) foreclosure, residential eviction, residential bankruptcy and litigation (with respect to any of the foregoing) practices of the Firm including, but not limited to, REO closing work, posting and publishing or other related services, but excluding in each instance any Legal Services and also excluding skip tracing, registered agent verification, real estate brokerage and short sale procurement services performed by lawyers in the Firm. For the avoidance of doubt, the Mortgage Default Services shall not include any of the functions performed by the PREO Software; provided , however , that the PREO Software shall not be used to perform any of the services relating to the residential (but not commercial) foreclosure, residential eviction, residential bankruptcy and litigation (with respect to any of the foregoing) practices of the Firm including, but not limited to, REO closing work, posting and publishing or other related services.

“ New Fee Amount ” has the meaning set forth in Section 3.1(b) of this Agreement.

“ Non-breaching Party ” has the meaning set forth in Section 9.3 of this Agreement.

“ Office Products ” has the meaning set forth in Section 4.4 of this Agreement.

“ Parties ” and “ Party ” each has the meaning set forth in the Preamble of this Agreement.

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

“ Person ” means an individual, partnership, corporation (including a business trust, professional corporation or professional association), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof.

“ Practice of Law ” means any activities that constitute providing Legal Services.

“ PREO Software ” means those certain online bidding and loss mitigation software programs and applications (and all derivations thereof) owned by the Restricted Party or his Affiliates, whether or not such programs and applications are referred to by the name “PREO” or “REO2GO.”

“ Prevailing Party ” has the meaning set forth in Section 12.2 of this Agreement.

“ Private Investors ” shall mean private investors (i.e., non-Agency) who make or invest in residential mortgage loans.

“ Purchase Agreement ” means that certain Asset Purchase Agreement, executed on the Effective Date, but immediately prior to the execution of this Agreement, by and among the Firm, the Default Specialist, the Restricted Party and the other parties a party thereto.

“ Purchased Assets ” has the meaning set forth in the Recitals of this Agreement.

“ Reasonable Attorneys’ Fees ” shall mean those reasonable attorneys’ fees actually incurred and paid in obtaining a judgment in favor of the Prevailing Party, calculated based on a maximum hourly rate of $250.

“ Restricted Period ” has the meaning set forth in Section 8.1(a) of this Agreement.

“ Restrictive Covenants ” has the meaning set forth in Section 8.1 of this Agreement.

“ Sales Tax ” has the meaning set forth in Section 3.1(d) of this Agreement.

“ Second Installment Payment ” has the meaning given to such term in the Purchase Agreement.

“ Standard Operating Procedures ” means the operating procedures agreed to by the Parties regarding the integration of Mortgage Default Services provided by the Default Specialist and Legal Services provided by the Firm.

“ Sublease Agreements ” means those certain Sublease Agreements, each dated as of the date hereof, by and between the Firm and the Default Specialist.

“ Territory ” has the meaning set forth in Section 8.1(a) of this Agreement.

“ VA ” shall mean the Department of Veterans Affairs.

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

“ Veritas Software ” means that certain case management software program owned by the Default Specialist and used in the provision of Mortgage Default Services whether or not such program is referred to by the name “Veritas”.

“ Work Product ” shall mean all work product developed by the Firm, or any of its employees or approved subcontractors (tangible, recorded or otherwise, and without regard to the form of recordation or state of completion) in the performance of Legal Services for Clients, whether or not the services being performed are complete.

“ Work-in-Process ” shall mean at any time all Work Product in the hands of the Firm including, but not limited to, mortgage loan files, bankruptcy, foreclosure or litigation files relating to any Client mortgage loan, working papers, narrative descriptions, reports, data, tapes, diskettes, software (if originally provided by a Client), and all material of similar character.

1.2 Additional Terms . The terms “hereof,” “herein” and “hereunder” and terms of similar import are references to this Agreement as a whole and not to any particular provision of this Agreement. The term “including” as used in this Agreement is used to list items by way of example and shall not be deemed to constitute a limitation of any term or provision contained herein. As used in this Agreement, the singular or plural number shall be deemed to include the other whenever the context so requires. Section, paragraph, clause, Exhibit and Schedule references contained in this Agreement are references to sections, paragraphs, clauses and schedules in or to this Agreement, unless otherwise specified.

ARTICLE II
SERVICES TO BE PROVIDED BY THE DEFAULT SPECIALIST

2.1 Mortgage Default Services . The Firm hereby exclusively engages the Default Specialist, and the Default Specialist hereby agrees, to perform the Mortgage Default Services that the Firm has determined or established as necessary and essential for the benefit of, and on behalf of, its Clients. For all purposes under this Agreement, the term “Firm” shall include any other law firm or lawyer that becomes affiliated with the Firm or the Restricted Party or with whom the Restricted Party becomes affiliated. The Default Specialist hereby agrees to perform Mortgage Default Services for the Firm on an exclusive basis throughout the Territory during the Exclusivity Term.

2.2 Supervision of Default Specialist Personnel . The Parties intend that all employees of the Default Specialist who are providing Mortgage Default Services pursuant to this Agreement, shall, to the extent required by Applicable Law, work under the direct or indirect supervision of an attorney employed by the Firm in a manner consistent with the historical practices of the Firm. Such supervising attorney shall have the ultimate authority as to all legal decisions regarding each file, matter, or case for which the Default Specialist is performing Mortgage Default Services. Notwithstanding the foregoing, and in any event, the Firm agrees to cause its attorneys to provide supervision of the employees of the Default Specialist that are providing Mortgage Default Services in compliance with Applicable Law.

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

2.3 Standard Operating Procedures . The Standard Operating Procedures shall be formulated in compliance with all Applicable Laws. The Standard Operating Procedures shall be amended from time to time by the Firm and the Default Specialist, in accordance with changes in Applicable Law, or for the reasonable accommodation of reasonable requests of Clients, Investors or Agencies, so long as any such amendments shall not materially increase the duties or responsibilities of the Default Specialist hereunder.

2.4 Exclusivity . During the Exclusivity Term, the engagement of the Default Specialist by the Firm shall be on an exclusive basis solely with respect to the Territory, and the Default Specialist, in its sole discretion, may provide Mortgage Default Services to any other Person outside of the Territory. From and after the end of the Exclusivity Term, the engagement of the Default Specialist by the Firm shall be on a non-exclusive basis, and the Default Specialist, in its sole discretion, may provide Mortgage Default Services to any other Person, either inside or outside the Territory.

ARTICLE III
COMPENSATION AND REIMBURSEMENT

3.1 Fees and Reimbursement .

(a)  Initial Fee Schedule . Subject to the terms and conditions of this Section 3.1 , in consideration for the performance of the Mortgage Default Services hereunder, the Default Specialist will be compensated on a per file fee basis for files referred by the Firm to the Default Specialist for processing in accordance with the following fee schedule (the “ Fee Schedule ”):

The Fee Schedule set forth above shall be in effect for a period starting on the Effective Date and ending on September 30, 2010.

(b) Amendments to Fee Schedule.

(i) Commencing on October 1, 2010, on October 1st of each year during the Initial Term and any Extended Term of this Agreement, each per file fee set forth on the Fee Schedule shall be adjusted to equal that amount (the “ New Fee Amount ”) equal to the product of (x) the per file fee in effect during the immediately preceding calendar year and (y) the CPI Percentage. For each year, the New Fee Amount for each fee per file shall be submitted to the Firm in writing by the Default Specialist on a date that is no later than thirty (30) days after the publication of the Consumer Price Index – All Urban Consumers, U.S. City Average by the BLS for the applicable Measuring Month. For purposes of this Agreement, for any particular year during the Initial Term and any Extended Term of this Agreement, the “ CPI Percentage ” shall equal the product of (x) 100% and (y) a fraction, the numerator of which is the Consumer Price Index – All Urban Consumers, for the South Urban Region, Size Class A (the “ CPI ”) compiled and published by the Bureau of Labor Statistics and the Department of Labor (the “ BLS ”) for the United States of America for the month of August of the then current calendar year (the “ Measuring Month ”) and the denominator of which is the CPI for the month twelve (12) months prior to such Measuring Month. In the event that the CPI Percentage is less than 100% for any particular year, the Parties agree that there shall be a decrease to the New Fee Amount for such year. If the CPI shall be discontinued with no successor or comparable successor index, then the Default Specialist and the Firm agree to use the Consumer Price Index – All Urban Consumers, U.S. City Average published by the BLS or an successor index that most closely approximates such index. If the Consumer Price Index – All Urban Consumers, U.S. City Average shall be discontinued with no successor or comparable successor index, then the Default Specialist and the Firm shall attempt to agree in good faith upon a substitute index or formula.

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

(ii) For purposes of example only, to determine the CPI Percentage for the twelve-month period commencing on October 1, 2010, the CPI Percentage would equal the product of (x) 100% and (y) a fraction, the numerator of which would equal the Consumer Price Index – All Urban Consumers, for the South Urban Region, Size Class A published by the BLS for the month of August 2010 and the denominator of which would be the Consumer Price Index – All Urban Consumers, for the South Urban Region, Size Class A published by the BLS for the month of August 2009.

(c)  Client Related Third Party Expenses . Notwithstanding anything to the contrary herein, the Firm agrees that it will pay all Client related third party expenses incurred by the Default Specialist in the performance of the Mortgage Default Services hereunder, including, but not limited to, fees paid for (i) title insurance; (ii) filing of deeds and other legal documents; (iii) sheriff services; (iv) packaging services; and (v) court costs.

(d)  Taxes . The Firm acknowledges and agrees that the per file fees set forth in the Fee Schedule, as may be amended from time to time, do not include any applicable withholding, sales, use, excise, services or similar tax (any such tax, a “ Sales Tax ”). If any Sales Tax is assessed on the provision of any Mortgage Default Services under this Agreement, the Firm shall either (i) pay, reimburse or indemnify the Default Specialist for such Sales Tax or (ii) provide the Default Specialist with a certificate or other proof, reasonably acceptable to the Default Specialist, evidencing an exemption from liability for such Sales Tax. The Parties agree to cooperate with each other in determining the extent to which any Sales Tax is due and owing under the circumstances, and will provide and make available to each other any resale certificate, information regarding out of state use of materials, services or sale, and other exemption certificates or information reasonably requested by either Party.

3.2 Invoice and Payments .

(a)  Invoice . Within fifteen (15) days following the end of each calendar month during the term of this Agreement, and any extensions or renewals thereof, the Default Specialist shall submit an invoice to the Firm (each a “ Monthly Invoice ”) indicating (i) the number and types of files referred by the Firm to the Default Specialist for processing during the preceding month, and (ii) the total amount due to the Default Specialist for such files referred during the preceding month; provided , however , that the Default Specialist and the Firm acknowledge and agree that only fifty percent (50%) of the aggregate amount due with respect to Foreclosure files referred by the Firm to the Default Specialist for processing during the preceding month shall be due and payable by the Firm in such Monthly Invoice and that the remaining balance owed by the Firm to the Default Specialist for such Foreclosure files shall be paid by the Firm to the Default Specialist no later than nine (9) months after the initial due date for such Monthly Invoice.

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

(b)  First Invoice . The first Monthly Invoice (the “ First Invoice ”) shall be delivered by the Default Specialist to the Firm as soon as practicable after the Effective Date. The amount due on this First Invoice (the “ First Invoice Amount ”) shall be calculated as follows: the sum of (i) the product of (A) the number of Foreclosure Files open as of the Effective Date, multiplied by (B) a per file fee of $[***] for each such open Foreclosure File, plus (ii) the product of (A) the number of all other files identified on the Fee Schedule open as of the Effective Date, multiplied by (B) a per file fee of $[***] for each such open file. For purposes of example only, if there were [***] Foreclosure Files and [***] other files open as of the Effective Date, then the First Invoice Amount would be equal to $[***] (([***] x $[***])+([***] x $[***]) = $[***]). The Firm shall pay the First Invoice Amount to the Default Specialist as follows: (i) [***] Dollars ($[***]) shall be paid on December 1, 2009, (ii) [***] Dollars ($[***]) shall be paid on February 1, 2009, (iii) [***] Dollars ($[***]) shall be paid by offset against the First Installment Payment pursuant to Section 2.2 of the Purchase Agreement, and (iv) the remaining balance of the First Invoice Amount shall be paid by offset against the Second Installment Payment pursuant to Section 2.2 of the Purchase Agreement. The Default Specialist acknowledges and agrees that it will perform the Mortgage Default Services with respect to all files in process on the Effective Date which are the subject of the First Invoice in exchange for payment by the Firm of the First Invoice Amount as provided in this Section 3.2(b) and that no further amounts will be owed by the Firm to the Default Specialist for such Mortgage Default Services to be performed by the Default Specialist on such files other than any related third party expenses incurred by the Default Specialist in the performance of the Mortgage Default Services pursuant to Sections 3.1(c) or 3.1(d) hereof.

(c)  Objection. The Firm shall have the right to dispute, in good faith, any Invoice, in part or in total. The Firm will promptly notify the Default Specialist of any dispute regarding any Invoice, and the Parties agree to use all commercially reasonable efforts to promptly resolve any such dispute. If the Parties are unable to reach a resolution, then the Parties will choose a mutually acceptable independent accounting firm to resolve such dispute. The decision of the independent accounting firm shall be final as to all matters relating to such dispute, and the Parties shall split all costs associated with the engagement of the independent accounting firm equally. When attempting to resolve any such dispute, the Parties agree to allow the other Party and the independent accounting firm access to all information relevant to such issue(s) in dispute, unless such access would violate any other provision of this Agreement, the attorney client privilege or any client secrets.

(d)  Payment . The Firm shall pay each Monthly Invoice (other than the First Invoice) within forty-five (45) days after receipt thereof.

3.3 Reasonable Value . The Firm and the Default Specialist acknowledge and agree that the Fee Schedule and any increases thereto pursuant to Section 3.1(b) , have been negotiated at arm’s-length and represent and shall represent the reasonable value of the Mortgage Default Services furnished by the Default Specialist pursuant to this Agreement, considering the nature and volume of the services required. Payment of the fees pursuant to Section 3.2 hereof is not intended to be and shall not be interpreted or applied as permitting the Default Specialist to share in the Firm’s fees for Legal Services performed by the Firm on behalf of its Clients.

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

ARTICLE IV
AFFIRMATIVE COVENANTS OF THE FIRM

4.1 Exclusive Use of the Default Specialist for Mortgage Default Services . During the term of this Agreement and any extensions or renewals thereof, the Firm shall engage only the Default Specialist to provide Mortgage Default Services on behalf of any Client in the Territory, and shall not retain, hire, employ, use or engage any other Person to provide Mortgage Default Services. The Default Specialist shall be entitled to obtain injunctive relief against the breach or threatened breach of the obligations of the Firm set forth in this Section 4.1 without the posting of any bond or other security.

4.2 Notification to and Con