Exhibit 10.10


EXECUTION COPY


EMPLOYMENT AND NON-COMPETITION
AGREEMENT


THIS
EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”) is made as of
May 20, 2005, between EPIQ Systems, Inc., a Missouri corporation (the “Company”),
and Lorenzo Mendizabal (“Executive”).


WHEREAS, the Company and Executive desire to enter into this Agreement
providing for Executive’s initial employment by the Company on the terms and
conditions provided herein.


NOW, THEREFORE, in consideration of the mutual covenants contained herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:


1.             Employment.  The Company shall employ
Executive, and Executive hereby accepts employment with the Company, upon the
terms and conditions set forth in this Agreement for the period beginning on or
about September 1, 2005 but not later than October 31, 2005, and
continuing until terminated as provided in Section 4 hereof (the “Employment
Period”).  Although Executive’s
principal location for employment shall be his personal residence, Executive
agrees that he will spend a significant portion of his business time in the
Company’s New York City office and travel elsewhere as business conditions
warrant and as reasonably requested.


2.             Position and Duties.


(a)           During the Employment Period, Executive shall
render such administrative, sales, marketing and other executive and managerial
services to the Company and its Subsidiaries as the Board of Directors of the Company
(the “Board”) or the President of the Company may from time to time
direct and shall be given the title of Senior Vice President.


(b)           Notwithstanding the foregoing Section
2(a), until such time as Executive and the Company mutually agree that
Executive is no longer restricted under the Existing Noncompete Agreement from
engaging, in the United States of America, in either (x) bankruptcy claims
administration services or (y) class actions claims administration services,
Executive shall not render services for the Company or any of its Subsidiaries
that either the Company or the Executive believes would violate the Existing
Noncompete Agreement (such portion of the Employment Period is referred to herein as “Phase I”).  Following the termination of the non-compete
period in the Existing Non-Compete Agreement, Executive shall also render
services for Bankruptcy Services, LLC and Poorman Douglas, Inc. and other
operations of the Company and its Subsidiaries (such portion of the Employment
Period is referred to herein as “Phase II”).  For purposes of this Agreement, the “Existing
Noncompete Agreement” means that certain Trade Secrets, Confidential
Information and Non-Competition Agreement with Wells Fargo & Company and
The Trumbull Group, L.L.C., dated as of February 1, 2005.


(c)           Subject to the
foregoing, Executive’s primary reporting relationship during the Employment
Period shall be to the Company’s President, and Executive shall devote his best
efforts and his full business time and attention (except for permitted vacation
periods and reasonable periods of illness or other incapacity) to the business
and affairs of the Company and













its
Subsidiaries.  Executive shall perform
his duties, responsibilities and functions to the Company and its Subsidiaries
hereunder to the best of his abilities in a diligent, trustworthy, professional
and efficient manner and shall comply with the Company’s and its Subsidiaries’
policies and procedures in all material respects.


(d)           For purposes of this Agreement, “Subsidiaries”
shall mean any corporation or other entity of which the securities or other
ownership interests having the voting power to elect a majority of the board of
directors or other governing body are, at the time of determination, owned by
the Company, directly or through one of more Subsidiaries.


3.             Compensation and Benefits.


(a)           During Phase I of the Employment Period,
Executive’s base salary shall be not less than $250,000 per annum, and during
Phase II of the Employment Period Executive’s base salary shall be not less
than $375,000 per annum (as in effect from time to time, the “Minimum Salary
Level” and, as adjusted from time to time, the “Base Salary”), which
salary shall be payable by the Company in regular installments in accordance
with the Company’s general payroll practices (as such practices may be in
effect from time to time).  During the
Employment Period, Executive shall be eligible to receive an annual bonus based
on individual and Company performance with “base”, “goal” and “target” bonus
amounts described below.  During the
first calendar year of Phase I of the Employment Period, the “base”, “goal” and
“target’ bonus amounts shall be $150,000, $200,000 and $250,000, respectively,
and during Phase II of the Employment Period, the “base”, “goal” and “target’
bonus amounts shall be $100,000, $200,000 and $250,000, respectively.  For the first calendar year of the Employment
Period, Executive shall be guaranteed to receive a bonus that is no less than
$150,000, subject to Section 4.


(b)           During Phase II of the Employment Period, the
Company shall provide Executive with an apartment in Manhattan, New York that
is similar to apartments provided by the Company to other executives and that
permit Executive to have his family with him.


(c)           During the Employment Period Executive shall
be entitled to participate in all of the employee benefit programs of the
Company for which senior executive employees of the Company are generally
eligible, as such programs may be modified, replaced or eliminated from time to
time.  Any payment which Executive is
required to make pursuant to such employee benefit programs may be adjusted or
implemented from time to time consistent with changes affecting the
participants generally in such programs.


(d)           During the Employment Period, Executive shall
be entitled to five (5) weeks of paid vacation per calendar year, which amount
shall be pro rated for any partial calendar year of employment during the
Employment Period; provided, however, that Executive shall schedule such
vacation time in a manner consistent with the business needs of the Company and
its Subsidiaries.  Executive’s unused
vacation time shall not be carried forward to any subsequent calendar year, and
no compensation shall be payable in lieu thereof.


(e)           During the Employment Period, the Company
shall reimburse Executive for all reasonable and appropriate expenses actually
incurred by Executive in the course of performing Executive’s duties and
responsibilities under this Agreement, consistent with the



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Company’s policies governing senior executive employees of the Company in
effect from time to time with respect to such expenses, upon presentation of
expense statements, vouchers or other supporting information as may be required
under the Company’s policies in effect from time to time.


(f)            All amounts payable to Executive as
compensation hereunder (including Section 4 hereof) shall be subject to
all required and customary withholding by the Company.


(g)           Upon the commencement of the Employment
Period, Executive shall be granted a nonqualified stock option to purchase One
Hundred Thousand (100,000) shares of the Company’s common stock pursuant to the
Company’s 2004 Equity Incentive Plan.


(h)           Executive shall be eligible to participate in
the Company’s Executive Automobile Allowance Plan in accordance with the same
terms and conditions as the senior executive employees of the Company.


4.             Term.


(a)           The Employment Period shall end on the three
year anniversary of the date on which the Employment Period commenced (the “Termination
Date”); provided that the Employment Period shall be automatically
extended on the same terms and conditions set forth herein, as modified from
time to time by the parties hereto, until terminated by the Company or
Executive upon at least six (6) months prior written notice to the other party
(notwithstanding anything to the contrary in this Agreement in no event shall
such a notice of termination by the Company be deemed to be a termination
without Cause); provided further that, subject to the foregoing, (i) the
Employment Period shall terminate on the 90th day
after Executive gives the Company notice that he is terminating the Employment
Period for Good Reason, (ii) the Employment Period shall terminate immediately
upon Executive’s death or Disability, and (iii) the Employment Period may be
terminated by the Company at any time for Cause (as defined below).  Except as otherwise provided herein, any
termination of the Employment Period by the Company shall be effective as
specified in a written notice from the Company to Executive.


(b)           If the Employment Period is terminated by the
Company without Cause or by Executive for Good Reason, Executive shall be
entitled to continue to receive (A)  his Base
Salary then in effect, payable in regular installments, from the date of
termination through the later of (x) the Termination Date and (y) the date that
is eighteen (18) months after the date on which the Employment Period is
terminated (the “Severance Period”) and (B) Executive shall be entitled
to receive, in accordance with the Company’s then standard payroll practices, a
pro rated portion of any bonus Executive was eligible to receive had Executive’s
employment not been terminated. 
Notwithstanding the foregoing, Executive shall not be entitled to
receive any amounts pursuant to this Section 4(b) unless (x) Executive
has executed and delivered to the Company a customary release in form and
substance satisfactory to the Company providing for the release of all claims
(if any) Executive may have against the Company or any of its Subsidiaries and
affiliates, employees or directors (other than claims for severance due
hereunder) (the “Release”), and (y) the Release has become fully
effective in all respects, and Executive has not breached the provisions of the
Release or breached the provisions of Sections  5, 6 or 7
hereof.  In the case of Executive’s
termination without Cause, Executive shall not be



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entitled to any other salary, compensation or benefits after termination
of the Employment Period, except as specifically provided for in this Section
4(b) or as otherwise required by applicable law.


(c)           If the Employment Period is terminated at any
time for any reason other than as described in Section 4(a) or 4(b)
above, Executive shall only be entitled to receive his Base Salary then in
effect through the date of termination and shall not be entitled to any other
salary, compensation or benefits from the Company or its Subsidiaries
thereafter, except as required by applicable law.


(d)           If prior to the first anniversary of the date
on which Phase II begins, the Employment Period is terminated by the Company
for Cause or by Executive without Good Reason, then Executive shall within five
(5) business days after the date on which the Employment Period is so
terminated pay to the Company, by cashier’s check or wire transfer of
immediately available funds to an account designated by the Company, an amount
equal to the aggregate amount of all bonuses previously paid by the Company to
Executive during the Employment Period.


(e)           Except as otherwise expressly provided
herein, all of Executive’s rights to salary, bonuses, employee benefits and
other compensation hereunder which would have accrued or become payable after
the termination or expiration of the Employment Period shall cease upon such
termination or expiration, other than those expressly required under applicable
law.  The Company may offset any amounts
Executive owes it or its Subsidiaries against any amounts it or its
Subsidiaries owes Executive hereunder.


(f)            For purposes of this Agreement, “Cause”
shall mean with respect to Executive one or more of the following:  (i) the conviction, plea of guilty or plea of
nolo contendre with respect to (x) a felony of any nature, or (y) any crime
involving fraud with respect to the Company or any of its Subsidiaries or any
of their customers, suppliers or other business relations, (ii) repeated
conduct causing the Company or any of its Subsidiaries substantial public
disgrace or disrepute or substantial economic harm, (iii) the continued failure,
as determined in the good faith reasonable judgment of the Board, to perform
his duties under this Agreement as reasonably directed by the Board or the
President of the Company, which failure is not cured, if curable, within thirty
(30) business days after delivery of written notice thereof to Executive, (iv)
any act or omission aiding or abetting a competitor, supplier or customer of
the Company or any of its Subsidiaries to the material disadvantage or
detriment of the Company or any of its Subsidiaries, (v) gross negligence or
willful misconduct or the commission of any other act or omission involving
dishonesty, or disloyalty or fraud with respect to the Company or any of its
Subsidiaries or (vi) any material breach of this Agreement which, if curable,
is not cured within ten (10) business days after delivery of written notice
thereof to Executive.


(g)           For purposes of this
Agreement, “Good Reason” shall mean if Executive resigns from employment
with the Company prior to the end of the Employment Period as a result of one
or more of the following reasons:  (i)
the Company reduces the amount of the Base Salary then in effect below the
Minimum Salary Level then in effect, (ii) the Company fails to pay the Base Salary
then in effect or other benefits required to be provided by the Company to



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Executive hereunder, (iii) the Company materially reduces the overall
compensation or benefits required to be provided by the Company to Executive
hereunder, or (iv) any change of Executive’s principal office location to a
location more distant than thirty (30) miles from Executive’s personal
residence (it being understood that, as provided in Section 1, Executive
agrees that he will be required to spend a significant portion of his business
time in the Company’s New York City office and travel elsewhere as business
conditions warrant and as reasonably requested); provided that written
notice of Executive’s resignation for Good Reason must be delivered to the
Company within thirty (30) days after the occurrence of any such event in order
for Executive’s resignation with Good Reason to be effective hereunder; provided
further that, in order for Executive’s resignation for Good Reason to be
effective hereunder, the Company must not have cured such event (if curable)
within twenty (20) days after receiving written notice thereof.


(h)           For the purposes of this Agreement, “Disability”
shall mean the Executive’s inability to perform the essential duties,
responsibilities and functions of his position with the Company and its Subsidiaries
as a result of any mental or physical impairment or incapacity even with
reasonable accommodations of such disability or incapacity provided by the
Company and its Subsidiaries or if providing such accommodations would be
unreasonable, all as determined by the Board based on competent medical
evidence in its reasonable good faith judgment. 
Executive shall cooperate in all respects with the Company if a question
arises as to whether he has become disabled.


5.             Confidential Information.


(a)           Executive acknowledges that the information,
observations and data (including trade secrets) obtained by him while employed
by the Company and its Subsidiaries concerning the business or affairs of the
Company or any of its Subsidiaries (“Confidential Information”) are the
property of the Company and/or one or more of its Subsidiaries.  Therefore, Executive agrees that he shall not
disclose to any person or entity or use for his own purposes any Confidential
Information or any confidential or proprietary information of other persons or
entities in the possession of the Company and its Subsidiaries (“Third Party
Information”), without the prior written consent of the President of the
Company or the Board, unless and to the extent that the Confidential
Information or Third Party Information becomes generally known to and available
for use by the public other than as a result of Executive’s acts or
omissions.  Executive shall deliver to
the Company at the termination or expiration of the Employment Period, or at
any other time the Company may request, all memoranda, notes, plans, records,
reports, computer files, disks and tapes, printouts and software and other
documents and data (and copies thereof) embodying or relating to Third Party
Information, Confidential Information, Work Product (as defined below) or the
business of the Company or any of its Subsidiaries which Executive may then
possess or have under his control.


(b)           Executive shall be
prohibited from using or disclosing any confidential information or trade secrets
that Executive may have learned through any prior employment.  If at any time during his employment with the
Company or any of its Subsidiaries, Executive believes he is being asked to
engage in work that will, or will be likely to, jeopardize any confidentiality
or other obligations Executive may have to former employers, Executive shall
immediately advise the President of the Company so that Executive’s duties can
be modified



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appropriately.  Executive
represents and warrants to the Company that Executive took nothing with him
which belonged to any former employer when Executive left his prior position
and that Executive has nothing that contains any information which belongs to
any former employer.  If at any time
Executive discovers this is incorrect, Executive shall promptly return any such
materials to Executive’s former employer. 
The Company does not want any such materials, and Executive shall not be
permitted to use or refer to any such materials in the performance of Executive’s
duties hereunder.


6.             Intellectual Property, Inventions and Patents. 
Executive acknowledges that all discoveries, concepts, ideas,
inventions, innovations, improvements, developments, methods, designs,
analyses, drawings, reports, patent applications, copyrightable work and mask
work (whether or not including any confidential information) and all
registrations or applications related thereto, all other proprietary
information and all similar or related information (whether or not patentable)
which relate to the Company’s or any of its Subsidiaries’ actual or anticipated
business, research and development or existing or future products or services
and which are conceived, developed or made by Executive (whether alone or
jointly with others) while employed by the Company or its predecessor and its
Subsidiaries, whether before or after the date of this Agreement (“Work
Product”), belong to the Company or such Subsidiary.  Executive shall promptly disclose such Work
Product to the President of the Company and, at the Company’s expense, perform
all actions reasonably requested by the President of the Company or the Board
(whether during or after the Employment Period) to establish and confirm such
ownership (including, without limitation, assignments, consents, powers of attorney
and other instruments).  Executive
acknowledges that all Work Product shall be deemed to constitute “works made
for hire” under the U.S. Copyright Act of 1976, as amended.


7.             Non-Compete and Non-Solicitation.


(a)           Executive acknowledges that during the course
of his employment with the Company and its Subsidiaries he shall become
familiar with the Company’s trade secrets and with other Confidential
Information concerning the Company and its Subsidiaries and that Executive’s
services shall be of special, unique and extraordinary value to the Company and
its Subsidiaries.  Therefore, in
consideration of the Company’s agreement to employ Executive and the
compensation to be paid to Executive hereunder Executive agrees that for
eighteen (18) months after the date of termination of the Employment Period
(the “Noncompete Period”), Executive shall not, directly or indirectly
own any interest in, manage, control, participate in, consult with, render
services for, be employed in an executive, managerial or administrative
capacity by, or in any manner engage in any business competing with the
businesses of the Company or any of its Subsidiaries, as such businesses exist
or are in process during the Employment Period or on the date of the
termination or expiration of the Employment Period, within any geographical
area in which the Company or its Subsidiaries engage or plan to engage in such
business.  Nothing herein shall prohibit
Executive from being a passive owner of not more than 4.9% of the outstanding
stock of any class of a corporation which is publicly traded, so long as
Executive has no active participation in the business of such corporation.


(b)           For a period of twelve
(12) months following the date of termination of the Employment Period,
Executive shall not directly or indirectly through another person or entity (i)
induce or attempt to induce any employee of the Company or any of its
Subsidiaries to



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leave the employ of the Company or such Subsidiary, or in any way
interfere with the relationship between the Company or any of its Subsidiaries
and any employee thereof, (ii) hire any person who was an employee of the
Company or any of its Subsidiaries at any time during the Employment Period or
(iii) induce or attempt to induce any customer, referral source, supplier,
licensee, licensor, franchisee or other business relation of the Company or any
of its Subsidiaries to cease doing business with the Company or such
Subsidiary, or in any way interfere with the relationship between any such
customer, supplier, licensee or business relation and the Company or any of its
Subsidiaries (including, without limitation, making any negative or disparaging
statements or communications regarding the Company or its Subsidiaries).


8.             Enforcement.  If, at the time of enforcement
of Sections 5, 6 or 7 of this Agreement, a court holds
that the restrictions stated herein are unreasonable under circumstances then
existing, the parties hereto agree that the maximum period, scope or
geographical area reasonable under such circumstances shall be substituted for
the stated period, scope or area and that the court shall be allowed to revise
the restrictions contained herein to cover the maximum period, scope and area
permitted by law.  Because Executive’s
services are unique and because Executive has access to Confidential
Information and Work Product, the parties hereto agree that the Company would
suffer irreparable harm from a breach of Sections 5, 6 or 7
by Executive and that money damages would not be an adequate remedy for any
such breach of this Agreement. 
Therefore, in the event of a breach or threatened breach of this
Agreement, the Company or its successors or assigns, in addition to other
rights and remedies existing in their favor, shall be entitled to specific
performance and/or injunctive or other equitable relief from a court of
competent jurisdiction in order to enforce, or prevent any violations of, the
provisions hereof (without posting a bond or other security).  In addition, in the event of a breach or
violation by Executive of paragraph 7, the Noncompete Period shall be
automatically extended by the amount of time between the initial occurrence of
the breach or violation and when such breach or violation has been duly
cured.  Executive acknowledges (i) that
the restrictions contained in Section 7 are reasonable, (ii) that
Executive has reviewed the provisions of this Agreement with his legal counsel
and (iii) that Executive is entering into this Agreement upon Executive’s
initial employment of the Executive with the Company and its Subsidiaries.


9.             Executive’s Representations. 
Executive hereby represents and warrants to the Company that (i) the
execution, delivery and performance of this Agreement by Executive do not and
shall not conflict with, breach, violate or cause a default under any contract,
agreement, instrument, order, judgment or decree to which Executive is a party
or by which he is bound, (ii) Executive is not a party to or bound by any
employment agreement, noncompete agreement or confidentiality agreement with
any other person or entity, except for the Existing Noncompete Agreement, and
(iii) upon the execution and delivery of this Agreement by the Company, this
Agreement shall be the valid and binding obligation of Executive, enforceable
in accordance with its terms.  Executive
hereby acknowledges and represents that he has consulted with independent legal
counsel regarding his rights and obligations under this Agreement and that he
fully understands the terms and conditions contained herein.


10.           Survival.  Sections 4 through 23,
inclusive, shall survive and continue in full force in accordance with their
terms notwithstanding the expiration or termination of the Employment Period.



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11.           Notices.  Any notice or other
communications to be given or delivered under or by reason of the provisions of
this Agreement shall be in writing and shall be deemed to have been given (i)
when personally delivered or sent by telecopy (with hard copy to follow), (ii)
one business day after being sent by reputable overnight express courier
(charges prepaid), or (iii) five (5) days following mailing by certified or
registered mail, postage prepaid and return receipt requested.  Unless another address is specified in
writing, notices and communications to Executive and the Company shall be sent
to the addresses indicated below:


Notices to Executive:


Lorenzo Mendizabal


4 Kenwood Circle


Bloomfield, CT 06002


Notices to the Company:


EPIQ Systems, Inc.


Attention:  President


501 Kansas Avenue


Kansas City, KS 66105


12.           Severability. 
Whenever possible, each provision of this Agreement shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision
of this Agreement or any action in any other jurisdiction, but this Agreement
shall be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein.


13.           Complete Agreement.  This
Agreement, those documents expressly referred to herein and other documents of
even date herewith embody the complete agreement and understanding among the
parties and supersede and preempt any prior understandings, agreements or
representations by or among the parties, written or oral, which may have
related to the subject matter hereof in any way.


14.           No Strict Construction.  The
language used in this Agreement shall be deemed to be the language chosen by
the parties hereto to express their mutual intent, and no rule of strict
construction shall be applied against any party.


15.           Counterparts.  This
Agreement may be executed in separate counterparts (including by means of
telecopier signature pages), each of which is deemed to be an original and all
of which taken together constitute one and the same agreement.


16.           Successors and Assigns.  This
Agreement is intended to bind and inure to the benefit of and be enforceable by
Executive, the Company and their respective heirs, successors and assigns,
except that Executive may not assign his rights or delegate his duties or
obligations hereunder without the prior written consent of the Company.



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17.           Choice of Law.  All
issues and questions concerning the construction, validity, enforcement and
interpretation of this Agreement and the exhibits and schedules hereto shall be
governed by, and construed in accordance with, the laws of the State of New York,
without giving effect to any choice of law or conflict of law rules or
provisions (whether of the State of New York or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the
State of New York.


18.           Amendment and Waiver.  The
provisions of this Agreement may be amended or waived only with the prior
written consent of the Company and Executive, and no course of conduct or
course of dealing or failure or delay by any party hereto in enforcing or
exercising any of the provisions of this Agreement (including, without
limitation, the Company’s right to terminate the Employment Period for Cause)
shall affect the validity, binding effect or enforceability of this Agreement
or be deemed to be an implied waiver of any provision of this Agreement.


19.           Insurance.  The Company may, at its
discretion, apply for and procure in its own name and for its own benefit life
and/or disability insurance on Executive in any amount or amounts considered
advisable.  Executive agrees to cooperate
in any medical or other examination, supply any information and execute and
deliver any applications or other instruments in writing as may be reasonably
necessary to obtain and constitute such insurance.  Executive hereby represents that he has no
reason to believe that his life is not insurable at rates now prevailing for
healthy men of his age.


20.           Indemnification and Reimbursement of Payments
on Behalf of Executive.


(a)           The Company and its Subsidiaries shall be
entitled to deduct or withhold from any amounts owing from the Company or any
of its Subsidiaries to Executive any federal, state, local or foreign
withholding taxes, excise tax, or employment taxes (“Taxes”) imposed
with respect to Executive’s compensation or other payments from the Company or
any of its Subsidiaries or Executive’s ownership interest in the Company
(including, without limitation, wages, bonuses, dividends, the receipt or
exercise of equity options and/or the receipt or vesting of restricted
equity).  In the event the Company or any
of its Subsidiaries does not make such deductions or withholdings, Executive
shall indemnify the Company and its Subsidiaries for any amounts paid by the
Company with respect to any such Taxes.


(b)           The Company shall
indemnify Executive in respect of any damages actually paid to his former
employer or withheld by the former employer from Executive (including legal and
other related costs), penalties and fines actually paid (including amounts paid
in settlement) by Executive to his former employer arising out of an action,
lawsuit, proceeding or other claim including a defense by the former employer
alleging a breach of the Existing Noncompete as a result of Executive’s
employment by the Company under this Agreement; provided that Executive
gives prompt written notice to the Company after receiving notice of any
action, lawsuit, proceeding or other claim against him for which he seeks
indemnification hereunder.  The Company
shall be entitled to assume the defense of such action, lawsuit, proceeding or
other claim giving rise to the Executive’s claim for indemnification at the
Company’s expense.  The Executive shall
not be entitled to settle any such action, lawsuit,



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proceeding or
other claim without the prior written consent of the Company, not to be
unreasonably withheld.


21.           Corporate
Opportunity.  During the Employment
Period, Executive shall submit to the President of the Company all business,
commercial and investment opportunities or offers presented to Executive or of
which Executive becomes aware which relate to the business of the Company and
its Subsidiaries at any time during the Employment Period (“Corporate
Opportunities”).  Unless approved by
the President of the Company, Executive shall not accept or pursue, directly or
indirectly, any Corporate Opportunities on Executive’s own behalf.


22.           Dispute Resolution.


(a)           Except as otherwise
expressly provided in this Agreement, the parties agree that the arbitration
procedure set forth below shall be the sole and exclusive method for resolving
and remedying any and all disputes, controversies or claims that arise out of
or in connection with, or relate in any manner to, the rights and liabilities
of the parties hereunder or any provision of this Agreement or the
interpretation, enforceability, performance, breach, termination or validity
hereof, including this Section 22 relating to the resolution of disputes
(the “Disputes”) and questions concerning arbitrability and including
any claim under any state or federal statute or common law theory governing or
relating to the employment relationship (except claims for workers compensation
or unemployment benefits); provided that nothing in this Section 22
shall prohibit a party hereto from instituting litigation to enforce any Final
Determination (as defined below).  The
parties hereby acknowledge and agree that, except as otherwise provided in this
Section 22 or in the applicable rules for arbitration of business
disputes (the “Rules”) promulgated by the American Arbitration
Association (the “Arbitration Service”) as in effect from time
to time, the arbitration procedures and any Final Determination hereunder shall
be governed by, and shall be enforced
pursuant to, the United States Arbitration Act, 9 U.S.C. §1 et. seq.


(b)           Except as provided
elsewhere herein, in the event that any party asserts that there exists a
Dispute, such party shall deliver a
written notice to each other party involved therein specifying the nature of
the asserted Dispute and requesting a meeting to attempt to resolve the same.  If such resolution is not reached within ten
(10) business days after the delivery of such notice, the party delivering such
notice of Dispute (the “Disputing Person”) may thereafter commence
arbitration hereunder by delivering to each other party involved therein a
notice of arbitration (a “Notice of Arbitration”).  Such Notice of Arbitration shall specify the
nature of any Dispute and any other matters required by the Rules as in effect
from time to time to be included therein. 
The Arbitrator shall permit and facilitate such discovery as the parties
shall reasonably request but all such discovery must be sufficiently limited in
scope so as to not jeopardize the timing of the Final Determination (as defined
in subparagraph (d) of this Section 22. 
The Company and Executive shall in good faith attempt to mutually agree
upon one arbitrator to resolve any Dispute pursuant to the procedures set forth
in this Section 22 and the Rules. 
If the Company and Executive cannot mutually agree to an arbitrator
within fifteen (15) days from receipt of the Notice of Arbitration, the
arbitrator shall be appointed by the Arbitration Service within fifteen (15)
days of being notified in writing of the Arbitration Service’s need to make
such appointment or as soon thereafter as may be practicable.


(c)           Except as otherwise provided by applicable
law, the Company will pay all costs of the Arbitration Service and the
arbitrator, less those amounts Executive would otherwise be required to pay if
the claims were litigated in a court of law; provided that at the
conclusion of the arbitration, the arbitrator shall award costs and expenses
(including the costs of the arbitration previously advanced and the fees and
expenses of attorneys, accountants and other experts) and reasonable interest
to the prevailing party.


(d)           The arbitration shall be conducted in New
York City, New York under the Rules as in effect from time to time.  The parties shall use their reasonable best
efforts to cause the arbitrator to conduct the arbitration so that a final
result, determination, finding, judgment and/or award (the “Final
Determination”) is made or rendered as soon as practicable, but in no event
later than ninety (90) business days after the delivery of the Notice of
Arbitration nor later than thirty (30) days following completion of the
arbitration.  Notwithstanding any New
York law to the contrary, the Final Determination shall be final and binding on
all parties and there shall be no appeal from or reexamination of the Final
Determination, except for fraud, perjury, evident partiality or misconduct by
an arbitrator prejudicing the rights of any party and to correct manifest
clerical errors.


(e)           Notwithstanding anything to the contrary,
nothing in this Section 22 shall be construed to impair the right of any
person or entity to seek injunctive or other equitable relief in any court of
competent jurisdiction.


23.           Executive’s Cooperation. 
During the Employment Period and thereafter, Executive shall cooperate
with the Company and its Subsidiaries in any internal investigation, any
administrative, regulatory or judicial investigation or proceeding or any
dispute with a third party as reasonably requested by the Company (including,
without limitation, Executive being available to the Company upon reasonable
notice for interviews and factual investigations, appearing at the Company’s
request to give testimony without requiring service of a subpoena or other
legal process, volunteering to the Company all pertinent information and
turning over to the Company all relevant documents which are or may come into
Executive’s possession, all at times and on schedules that are reasonably
consistent with Executive’s other activities and commitments).  In the event the Company requires Executive’s
cooperation in accordance with this Section 23, the Company shall
reimburse Executive solely for reasonable travel expenses (including lodging
and meals) upon submission of receipts unless such request requires Executive
to be available for a period longer than three (3) Days.  In such an event, Executive will be paid a per diem equal to the last adjusted
Base Salary divided by 365.


*              *              *              *



 10














IN WITNESS WHEREOF, the parties hereto have
executed this Employment and Non-Competition Agreement as of the date first
written above.


	
  

  	
  EPIQ SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Christopher E. Olofson

  	
   

  
	
   

  	
  Name: Christopher E. Olofson

  
	
   

  	
  Its: President and Chief Operating Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
     /s/  Lorenzo Mendizabal

  	
   

  
	
   

  	
  Lorenzo Mendizabal

  



 











 


	
  

  	
   

  	
  EPIQ Systems, Inc.

  
	
   

  	
  501 Kansas Ave.

  
	
   

  	
  Kansas City, KS 66105-1309

  
	
   

  	
   

  
	
   

  	
  Tel. 913.621.9500

  
	
   

  	
  Fax. 913.621.7281

  
	
   

  	
  colofson@epiqsystems.com

  
	
   

  	
  www.epiqsystems.com

  
	
  CHRISTOPHER E.
  OLOFSON

  	
   

  	
   

  
	
  PRESIDENT

  	
   

  	
   

  
	
  CHIEF OPERATING
  OFFICER

  	
   

  	
   

  



 


October 19, 2005


Mr. Lorenzo Mendizabal


4 Kenwood Circle


Bloomfield, CT 06002


Dear Lorenzo,


In connection with
EPIQ Systems’ recent agreement with Wells Fargo, this letter confirms the
arrangements that you and I have made to amend your employment agreement with
EPIQ Systems dated May 20, 2005.


1.               Your starting date
has been rescheduled to January 2, 2006. Your initial annual base salary will
be $375,000, and your performance bonus opportunity for the period January 2,
2006 through December 31, 2006 will have “base”, “goal”, and “target” amounts
of $100,000, $200,000 and $250,000, respectively.


2.               On your starting
date of January 2, 2006, EPIQ Systems will pay you a lump sum sign-on bonus in
the gross amount of $200,684.93, subject to normal deductions.


3.               In light of your
October 2005 agreement with Wells Fargo, which provides (among other things)
that the employment restrictions imposed on you by the “Existing
Non-Competition Agreement” expire on December 31, 2005, Section 2(b) and 20(b)
of your employment agreement with EPIQ Systems are eliminated entirely.


4.               Phase II of the
Employment Period will begin on January 2, 2006, and there will be no Phase I.


5.               If you (i) remain
employed by EPIQ Systems as of September 1, 2006 or (ii) are terminated without
cause or resign for good reason before that time, then EPIQ Systems will pay
you a bonus in the gross amount of $207,000, subject to normal deductions, to
be payable not later than September 10, 2006. This amount will be separate from
the performance bonus opportunity discussed above.


If you are in
agreement with this amendment, would you please sign and date below.


	
  Sincerely,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Christopher E. Olofson

  	
   

  	
   

  
	
  Christopher E. Olofson

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Lorenzo Mendizabal

  	
   

  	
  10/20/05

  	
   

  
	
  Lorenzo Mendizabal

  	
   

  	
  Date