Exhibit
10.13


Confidential
Treatment Requested


Redacted
sections marked by brackets [*   *] have been omitted pursuant
to

a request for confidential treatment and have been filed separately with the

Commission.


February 7, 2006


Stephen C. Herndon


Senior Vice President


Global Government Group


600 Peachtree Street NE


Atlanta, GA 30308


Dear Stephen:


This
letter details the agreement between EPIQ Systems and Bank of America to extend
our marketing arrangement for Chapter 7 bankruptcy products and services, and
unless otherwise indicated, the terms of this letter will become effective as
of the date hereof.


1.               Modification of Previous
Agreements. This letter modifies
and amends the Agreement for Computerized Trustee Case Management System dated
November 22, 1993 (the “1993 Agreement”) and all other agreements between the
parties in writing, with respect to the subject matter hereof, including but
not limited to this letter and those letters dated October 2, 2003, December 5,
2003, and March 29, 2004, (collectively, with the 1993 Agreement, the “Letter
Agreement”). If a provision of this letter conflicts or is inconsistent with
any provision of any other component of the Letter Agreement, then the terms of
this letter will be controlling. Except as modified by this letter, the terms
of the 1993 Agreement and the Letter Agreements will continue in full force and
effect and will constitute our entire agreement and supersede any other prior
agreements (oral or written).  Terms
with initial capital letters shall have the meanings as defined in this
Agreement. The terms “party” and “parties” shall refer to EPIQ Systems and Bank
of America.


2.               Clients.


A.           Bank of America reaffirms it will continue to
accept new joint bankruptcy trustee clients
into the EPIQ Systems & Bank of America marketing arrangement as described
in Section 1 and agrees to make its products and services available to those
bankruptcy trustee clients that execute the appropriate service agreements with
EPIQ Systems and Bank of America, and such client shall be deemed to be a joint
client (the “Joint Clients”); provided, however, that Bank of America, based on
its reasonable business judgment, shall have the right to reject a business
relationship with any such bankruptcy trustee client.


B.             Each party will determine its own level of sales
and marketing resources and its efforts with respect to marketing and servicing
Joint Clients; provided, however, that each party will coordinate and cooperate
with the other party in good faith with respect to Joint Client calls.


C.             In client-facing contexts, both parties agree to
refer to one another as a marketing ally and will not refer to one another as a
vendor, customer, supplier or sub-contractor.













3.               Non-Exclusive Relationship.


A.           As of the effective date of this letter, the
marketing arrangement between EPIQ Systems and Bank of America will continue on
a non-exclusive basis for all products and services offered by either party.
The marketing arrangement is not a vendor/supplier agreement, and neither party
is a customer/vendor of the other.  Both
parties may independently or jointly market their services to their respective
bankruptcy trustee clients or other potential clients for the purpose of
engaging in the Chapter 7 Trustee business.


B.             EPIQ Systems and Bank of America will be entitled
to engage other banks or software providers, respectively, to provide the same
services to its clients as provided by the other party under the Letter
Agreement.


C.             [*Redacted pursuant to a request for confidential
treatment and filed separately with the Commission.*]


4.               Products and Services. EPIQ Systems and Bank of America agree to provide
Joint Clients with products and services in accordance with the Letter
Agreement and in compliance with the United States Trustee Chapter 7 Handbook
and the United States Bankruptcy Code. 
Each party will work in good faith to make its products and services
competitive in the marketplace and to maintain the quality of its products and
services on an on-going basis.


5.               Fees.  Bank
of America agrees to compensate EPIQ Systems for the deposit portfolio
maintained at Bank of America and the Joint Client relationships according to
the Fee Schedules attached hereto as Exhibit A and Exhibit B, as may be amended
from time to time as permitted herein. 
Modifications to the Fee Schedules may be requested by either party and
require the prior written consent of both parties.  All fees will be paid only by Bank of America
to EPIQ Systems directly.  No fee payable
hereunder will be passed on or through to a Joint Client or any other third
party.


6.               Joint Clients.  Until this marketing arrangement
between EPIQ Systems and Bank of America is terminated after following the
procedure outlined in Section 9, the parties agree that each Joint Client has
the right to remain a client of each of EPIQ Systems and Bank of America and to
utilize each party’s respective products and services in accordance with the
Letter Agreement.  Notwithstanding
Section 3 above, Bank of America will not, and its Affiliates will not, directly
or indirectly support with its products or services a Joint Client through any
other arrangement with another third-party technology provider for a period of
time which is eighteen (18) months following the completion of EPIQ Systems’
most recent financial investment in hardware or on-site training for the
benefit of such Joint Client.


7.               Industry Conventions.  Both
parties shall remain in full compliance with U.S. Trustee and bankruptcy court
regulations pertaining to customer relationships, products and services.  If regulatory changes alter the industry
environment in a fashion that materially affects one or both parties, then the
parties shall work in good faith to negotiate an appropriate modification, if
any is warranted, to this marketing relationship.


8.               Shared Costs.  If the
parties mutually agree to cooperatively convene Joint Client entertainment,
holiday dinners or other industry events, then the parties will share these
costs equally and will promptly reimburse one another for actual out of pocket
expenses (not to include charges for travel, lodging or meals incurred by their
own personnel).  Neither party will be
required to convene or pay for any such event, unless it so agrees in advance.



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9.              Termination.


A.           Termination. 
The Letter Agreement will
remain in effect unless terminated in accordance with the provisions of this
Letter Agreement. Either party may initiate termination by providing written
notice to the other party of such party’s intent to terminate the Letter
Agreement, as amended (“Preliminary Termination Notice”); provided, however
that neither party shall initiate termination prior to October 1, 2006.  This termination provision only relates to
the Chapter 7 bankruptcy product of the parties, and will have no effect on any
other products, business or development that Bank of America and EPIQ Systems
may be promoting or conducting together. 
The duration of the termination process will be three (3) years
following receipt of the Preliminary Termination Notice (the “Disengagement Period”)
and will be divided into the following three phases.


[*Redacted pursuant to a request for confidential
treatment and filed separately with the Commission.*]


B.             Dissemination of Information.  During the Disengagement Period, both parties will
cooperate in the dissemination of information regarding their relationship and
will cooperate with reasonable requests of the other party regarding public
statements, communications with Joint Clients and regulatory bodies, meetings
with interested parties, routine audit confirmations and due diligence
inquiries and other appropriate matters.


C.             Products, Services and Quality.  During the Disengagement Period, (i) both parties
shall continue to offer all their respective products and services, in
accordance with this Letter Agreement, and (ii) Joint Clients may continue
using the combined products and services of both parties.  During the Intent to Terminate Period, the
Transition Planning Period and the Wind-up Period, both parties will continue
to accept and support new Joint Clients in accordance with the Letter Agreement
and Section 9Aiii, above.


D.            Applicability of all Terms and Conditions.  During the
entirety of the Disengagement Period, all terms of the Letter Agreement, as
amended, will remain in full force and effect


E.              Fees.  During the Disengagement Period and any
extension thereof, Bank of America will continue to pay directly to EPIQ
Systems all fees, according to the Fee Schedule in effect at the time of
receipt of a Conclusive Termination Notice by a party.


F.              Termination for Cause.  Notwithstanding the provisions of
this section 9, a party may initiate termination of the Letter Agreement upon
Cause Notice (defined below) to the other party if, in the good faith
determination of the terminating party, the other party:


i.                  breaches a
material term or condition of the Letter Agreement; or


ii.               terminates,
liquidates or dissolves its business, disposes of a substantial portion of its
assets or experiences a material adverse change, if such event renders it unable
to perform its obligations hereunder.


G.             “Cause Notice”
hereunder shall be the following:  (I)
the terminating party shall send notice (the “Initial Notice”) stating the
basis for the breach as set forth in i or ii above, giving a 60 day right to
cure.  (II) if the breach is not cured in
60 days, the terminating party shall then give notice (the “Second Notice”) of
its intent to terminate in 60 days. 
(III) 60 days following the Second Notice, the Letter Agreement may be
terminated by the terminating party, immediately.


10.       Intellectual Property Rights of
EPIQ Systems.  EPIQ Systems will retain exclusive ownership
of, and all right and title, interest in and to, all its Intellectual Property
and Bank



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of
America will have no ownership of or right, title or interest in or to any of
EPIQ Systems’ Intellectual Property. “Intellectual Property” will mean
any and all tangible and intangible domestic and foreign intellectual property
of every kind and nature and however designated (including, without limitation,
patents, inventions, know-how, trade secrets, copyrights and copyrightable
works, and trademarks), whether arising by operation of law, contract license,
or otherwise and including, for the avoidance of doubt, software (including,
without limitation, source code, object code, data, databases and
documentation), design materials, data and object models.  Both parties confirm that the TCMS software,
TCMS Web software, all updates, modifications and enhancements thereto, and all
copies of the foregoing are proprietary to EPIQ Systems and title remains with
EPIQ Systems.  All applicable rights to
patents, copyrights, trademarks and trade secrets in the TCMS software and TCMS
Web software, remain with EPIQ Systems.


11.         Extraordinary Services.  If Bank of
America and EPIQ Systems agree that EPIQ Systems will provide services outside
the ordinary course of its business, to Bank of America or a Joint Client, a
supplementary fee payable by Bank of America to EPIQ Systems will be negotiated
in good faith by the parties [*Redacted pursuant to a request for confidential
treatment and filed separately with the Commission *].


12.         Severability.  In the event that any of the provisions or
portion thereof of this letter are held by a court of competent jurisdiction to
be unenforceable, invalid, or illegal, such provision shall be severed from
this letter, and the remaining valid, enforceable, and legal provisions of this
letter shall remain in full force. In lieu of such unenforceable, invalid, or
illegal provision, there shall be added a clause or provision as similar in
terms to such unenforceable, invalid, or illegal term or provision to make it
enforceable, valid and legal.


13.         Assignment.  Either
party may assign its rights or obligations under the Letter Agreement without
the consent of the other party upon change in control of that party’s assets or
stock; provided that such assignee shall agree, in writing, prior to such
assignment, to be bound by the terms and conditions hereof. Assignment for any
other reason requires the written consent of the other party, which may be
granted or withheld at that party’s sole discretion.


14.         Dispute Resolution.


A.                In the event of any dispute under or relating to
this letter, the 1993 Agreement, and the Letter Agreements, including any claim
based on or arising from an alleged tort, the parties agree that such dispute
will first be submitted to mediation and then, should mediation fail, to
binding and final arbitration, pursuant to the provisions of the Federal
Arbitration Act, 9 U.S.C. Sec. 1 et seq. (“FAA”) under the Commercial
Arbitration Rules of the American Arbitration Association. The parties agree
that any such mediation or arbitration will be conducted in Chicago, Illinois.
The institution and maintenance of an action for judicial relief or pursuit of
a provisional or ancillary remedy will not constitute a waiver of the right of
any party to submit the controversy or claim to mediation and/or arbitration if
the other party contests such action for judicial relief. This provision does
not foreclose any action in aid of arbitration or for injunctive relief
in any federal court sitting in Chicago,
Illinois having jurisdiction thereof (which court also will have exclusive
jurisdiction over any litigation instituted under this section). Any
controversy concerning whether an issue can be arbitrated will be determined by
the arbitrator(s). The mediator(s) and/or arbitrator(s) will give effect to
statutes of limitation in determining any claim or controversy. The parties
agree that the arbitrator(s) will have the broadest powers permitted under law
to award such damages and/or injunctive relief. The parties agree that each
will share equally in the estimated reasonable fees and costs of the mediation
and/or arbitration procedure, subject to the power of the arbitrator(s) to
apportion such fees and costs as he, she or they deem appropriate. The parties
agree that the arbitrator(s) may, in his, her, or their discretion, award
attorney fees to the prevailing party. The parties agree that submission of any
such dispute to arbitration is a condition precedent for invoking the
jurisdiction of any court over the subject matter of their dispute, except for suits for



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injunctive
relief and suits in aid of arbitration. Judgment on the award rendered by
the arbitrator(s) may be entered in any federal court sitting in Illinois
having jurisdiction thereof. The parties
waive any claim that such court does not have personal jurisdiction over them
or is an inconvenient forum. The prevailing party in connection with any
dispute involving a court proceeding will be entitled to collect its costs,
expenses, and reasonable attorney fees from the other party.


B.                  The mediation and arbitration and all proceedings,
discovery and any mediation or arbitration award are confidential. Neither the
parties nor the mediator(s) nor the arbitrator(s) will disclose any information
obtained during the course of the mediation or arbitration to any person or
entity who is not a party to the mediation or arbitration unless permitted by
law. Attendance at the mediation or arbitration will be limited to the parties
and those called as witnesses, if any. Witnesses will be sequestered, unless
the parties agree otherwise.


C.             The parties acknowledge that each has had the
opportunity to consult with counsel of choice before signing this
Agreement, and, to the extent permitted by law, each hereby knowingly and
voluntarily, without coercion, WAIVES ALL
RIGHTS TO TRIAL BY JURY of all disputes between them and instead agrees
to resolve any such disputes by means of this alternate dispute
resolution.  Notwithstanding the
foregoing sentence, any such disputes brought in California state courts shall
be determined by judicial reference in accordance with California Code of Civil
Procedure Section 638.


D.            This Section 14 will not be construed to prevent a
party from instituting, and a party is authorized to institute, litigation
solely and exclusively (i) to toll the expiration of any applicable limitations
period; (ii) to preserve a superior position with respect to other creditors;
(iii) to seek immediate injunctive relief with respect to an infringement or
alleged infringement of such party’s
intellectual property rights or confidentiality rights under this Agreement; or
(iv) to enforce an arbitration award under this section. Subject to the
foregoing, this section will provide the exclusive procedure for resolving
disputes under this Agreement.


E.              Each party will continue performing its obligations
under this Agreement while any dispute submitted to arbitration or
litigation under this section is being resolved until such obligations are terminated by the expiration or
termination of this Agreement or by a final and binding arbitration award,
order, or judgment to the contrary under this section.


15.         Governing Law.  This letter
agreement will be governed by, and construed and enforced in accordance with,
the laws of the State of Illinois, without regard to conflicts of laws
principles.


16.         Third Party Beneficiary.  Nothing
herein, with regard to any agreements, duties or obligations of the parties
shall confer on any Joint Client, any rights or privileges as a third party
beneficiary hereof.


17.         Limitation of Liability.  Neither
party shall be liable to the other for any special, indirect, incidental,
consequential, punitive or exemplary damages, including, but not limited to,
lost profits, even if such party alleged to be liable has knowledge of the
possibility of such damages, provided, however, that the limitations set forth
in this Section shall not apply to or in any way limit the indemnity
obligations of a party under the Letter Agreement.


	
  Sincerely,

  
	
   

  
	
  /s/   Elizabeth M. Braham

  	
   

  
	
   

  
	
  Elizabeth M. Braham

  



 



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Our signatures below will indicate
our acceptance of the terms of this letter, including the Exhibits hereto.


	
  EPIQ SYSTEMS, INC.

  	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  
	
  By:

  	
     /s/   Elizabeth M.
  Braham

  	
   

  	
   

  	
  By:

  	
     /s/   Stephen C.
  Herndon

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Elizabeth M.
  Braham

  	
   

  	
  Stephen C. Herndon

  
	
  Its: Executive
  Vice President & CFO

  	
   

  	
  Its:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
  Treasury Management Sales Exec

  
	
   

  	
   

  	
   

  	
  Global Treasury Management

  
	
   

  	
   

  	
   

  	
  Global Government Group

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: February
  7, 2006

  	
   

  	
  Date: February 7, 2006

  
								



 



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EXHIBIT A


Fees For February 1, 2006 through September 30, 2006


[*Redacted pursuant to a request for confidential treatment and filed
separately with the Commission.*]



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EXHIBIT B


Fees Effective October 1, 2006 and thereafter


1.               [*Redacted pursuant to a request for confidential
treatment and filed separately with the Commission.*]



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