Unassociated Document


  
     

    October
29, 2009

    


    


    Mr. Alan
Casnoff

    DVL,
Inc.

    70 East
55th
Street

    7th
Floor

    New York,
NY 10022

    


    Re:           DVL,
Inc. and Subsidiaries (the “Company”)

    


    Dear
Alan:

    


    This
letter is to confirm our understanding of the terms and objectives of our
engagement and the nature and limitations of the services we will provide for
the above-referenced entities.

    


    We
will:

    


    
      	
               
      

            	
              1)

            	
              Develop
      policies and procedures to provide for the efficient administration of the
      accounting work.

            


    

    
      	
               
      

            	
              2)

            	
              Maintain
      original general ledgers

            


    

    
      	
               
      

            	
              3)

            	
              Prepare,
      post and maintain all journal
entries.

            


    

    
      	
               
      

            	
              4)

            	
              Process
      all Company-related receipts and
disbursements.

            


    

    
      	
               
      

            	
              5)

            	
              Maintain
      all underlying documentation to support the financial
      statements.

            


    

    
      	
               
      

            	
              6)

            	
              Coordinate
      the year-end annual audit with the independent
  auditors.

            


    

    
      	
               
      

            	
              7)

            	
              Coordinate
      filing of 10-QSB, 10-KSB and various SEC
reports

            


    

    
      	
               
      

            	
              8)

            	
              Prepare
      monthly reports for all consolidated operating
  properties

            


    

    
      	
               
      

            	
              9)

            	
              Monthly
      status reports regarding the performance of the S2
    portfolios

            


    

    
      	
               
      

            	
              10)

            	
              Respond
      to client inquiries, requests for basic
  schedules

            


    

    
      	
               
      

            	
              11)

            	
              Perform
      internal SOX testing in order to satisfy external
  auditors

            


    

    
      	
               
      

            	
              12)

            	
              Monthly
      reporting to the gross settlement
fund

            


    

    
      	
               
      

            	
              13)

            	
              Neil
      Koenig will assume EVP and CFO responsibilities of the
    Company

            


    

    


    We will
not be responsible for the following:

    


    
      	
               
      

            	
              1)

            	
              Books
      and records for the partnership entities including financial statement
      preparation

            


    

    
      	
               
      

            	
              2)

            	
              Partnership
      distributions/withholding

            


    

    
      	
               
      

            	
              3)

            	
              Monthly
      cash budgeting and comparison to actual for the
  Company

            


    

    
      	
               
      

            	
              4)

            	
              Human
      resources

            


    

    
      	
               
      

            	
              5)

            	
              Tax
      projections

            


    

    


    The fee
for these services will be $305,000 per annum (reduce for any direct
compensation).  Fees will be billed quarterly in the middle of the
quarter of the period to which it pertains. For example, October through
December will be billed November 15th.
Out-of-pocket disbursements for travel, supplies, postage, computer fees and
telephone will be reimbursed separately.  Out-of pocket disbursements
typically run between 2% and 3% of fees, plus direct out-of-town travel if
required.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      Mr.
Alan Casnoff

      DVL,
Inc.

      October
29, 2009

      Page
2

    

     

     

    Our fee
will be subject to an annual review.

    


    In the
event that either party claims a breach of contract of any term of this
engagement, the claim shall, at our option, be submitted to binding arbitration
in New York City.  Either party will have the right to terminate this
agreement upon 30 days notice.

    


    We
appreciate your confidence in retaining our firm to perform these services and
are happy to have this opportunity to serve you.

    


    If this
letter correctly expresses your understanding, please sign the enclosed copy and
return it to us at your earliest convenience.  If you have further
questions concerning this engagement, including any of the detailed contents of
this letter, or questions about additional services we might provide, please do
not hesitate to call me.

    


    Very
truly yours,

    Real
Estate Systems Implementation Group, LLC

     

     

    
      	      
              /s/ Neil Koenig

            	 	 
	      
              Member
      

            	 	      
              Date
      10/09/2009

            


    

     

    Acceptance:

    


    The terms
of this letter constitute our contract.  I have read it and fully
understand its terms and provisions.

     

     

    
      
        	      
                      
                  /s/ Alan E.
      Casnoff

                

              	 	 
	      
                      
                  Authorized
      Signatory 

                

              	 	      
                      
                  Date
      11/2/2009

                

              




    

    Title:
President