Exhibit 4.7




EMPLOYMENT
AGREEMENT









THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is made
as of March 2, 2010, between DJSP Enterprises, Inc., an entity organized under
the laws of the British Virgin Islands  (“DJSP”), DAL Group,
LLC, a Delaware limited liability company (“DAL Group, LLC”),
Professional Title and Abstract Company of Florida, LLC (“PTA”), Default
Servicing, LLC (“DSI”), DJS Processing, LLC, a Delaware limited liability
company (“DJS
Processing,” and collectively with DAL Group, LLC, PTA and DSI the “Companies,” or
individually, a “Company”) and Matthew
S. Kayton (“Executive”).




In
consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:




1.  Employment.  DJSP
and the Companies shall each employ Executive, and Executive hereby accepts
employment with each of DSJP and the Companies, upon the terms and conditions
set forth in this Agreement, for the period beginning on the date of this
Agreement and ending as provided in Section 5 of this Agreement (the “Employment
Period”).




2.  Defined
Terms.




(a)  An “Affiliate” is a
person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the person
specified.




(b)  “Base Salary” is
defined in Section 4(a).




(c)  “Base Salary Severance
Benefit” is defined in Section 6(a).




(d)  “Base Salary Severance 409A
Cap” means two (2) times the lesser of: (I) the maximum dollar amount
that may be taken into account under a qualified plan pursuant to Code Section
401(a)(17) for the year in which Executive’s employment is terminated or (II)
the sum of Executive’s annualized compensation based upon the annual rate of pay
for services to the Companies and DSJP for the taxable year prior to the taxable
year in which the Executive’s termination occurs (adjusted for any increase
during that year that was expected to continue indefinitely if Executive’s
employment had not terminated).




(e)  The
“Board” means
the Board of Directors of DJSP.




(f)  “Cause” means the
occurrence of any of the following events, as determined by the Board in good
faith:




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(i)  Executive’s
theft, act of dishonesty or fraud involving DJSP, the Companies or their
Affiliates, or intentional falsification of any records of DJSP, the Companies
or their Affiliates;




(ii)  Executive’s
material breach of (A) this Agreement or of DJSP, the Companies or their
Affiliate’s written policies applicable to the Executive; (B) the
Confidentiality Agreement; (C) any other agreement with DJSP, the Companies or
their Affiliates (1) covering the use or disclosure of confidential or
proprietary information of DJSP, the Companies or their Affiliates, customers or
clients, (2) covering ownership of intellectual property or restrictions on
competition or (3) regarding solicitation of employees or agents;




(iii)  Executive’s
failure to perform Executive’s assigned duties for DJSP, the Companies or their
Affiliates in a satisfactory manner, to the extent such assigned duties are
reasonable and lawful, after written notice is delivered identifying
the failure, and such failure is not cured within thirty (30) days following
receipt of such notice;




(iv)  Executive’s
conviction (including plea of guilty or nolo contendere) of a crime
involving (A) imprisonment or (B)  theft, dishonesty, fraud or moral
turpitude;




(v)  Executive’s
fraudulent activities, gross negligence or willful misconduct in the performance
of Executive’s assigned duties, to the extent such assigned duties are
reasonable and lawful.




(g)  “Code” means the
Internal Revenue Code of 1986, as amended.




(h)  “Code Section 409A”
means Code Section 409A and the guidance issued thereunder.




(i)  “Company” and “Companies” are
defined in the preamble.




(j)  “Confidentiality
Agreement” means that certain Confidentiality and Noncompetition
Agreement among Executive, DJSP, DAL Group, LLC, DJS Processing, PTA and DSI,
dated as of the date of this Agreement.




(k)  “DAL Group, LLC” is
defined in the preamble.




(l)  “Disability” means
Executive’s substantial inability to perform Executive’s duties for such period
as would qualify Executive for benefits under the long-term disability insurance
policy provided to Executive by DJSP or one of the Companies, if no such policy
is provided, Executive’s disability which prevents Executive from performing,
with or without a reasonable accommodation, substantially all of the duties
assigned to the Executive for a continuous period exceeding six (6)
months.  The determination of Disability shall be made by a medical
board-certified physician mutually acceptable to DJSP, the Companies and
Executive (or Executive’s legal representative, if one has been appointed), and
if the parties cannot mutually agree to the selection of a physician, then each
party shall select such a physician and the two physicians so selected shall
select a third physician who shall make such determination.




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(m)  “DJSP” is defined in
the preamble.




(n)  “DJS Processing” is
defined in the preamble.




(o)  “DSI” is defined in
the preamble.




(p)  “Employee Benefit Plan
Payment” is defined as benefits, if any, due to Executive or Executive’s
estate, surviving dependents or designated beneficiaries under the employee
benefit plans and programs and compensation plans and programs (excluding this
Agreement) maintained for the benefit of the officers and employees of DJSP or
the Companies in which Executive participated at Executive’s termination date,
to be paid at the same time and on the terms and conditions applicable under the
relevant plan; provided, that Executive shall not accrue any additional benefit
under any such employee benefit plans and programs and compensation plans and
programs maintained by DJSP or the Companies following the date of Executive’s
termination of employment.




(q)  “Employment Period” is
defined in Section 1.




(r)  “Executive” is defined
in the preamble.




(s)  “Good
Reason”  means the occurrence of any of the following events
without Executive’s written consent, if Executive terminates employment within
thirty (30) days following DJSP’s cure period set forth in, and subject to the
requirements of, Section 6(b) of this Agreement:




(i)  material
diminution in Executive’s position, duties, responsibilities or status with
DJSP, in each case after written notice is delivered by the Executive to DJSP,
identifying the diminution;




(ii)  any
diminution in the Executive’s Base Salary then in effect, which reduces such
Base Salary by ten percent (10%) or more, unless a greater reduction is required
by Code Section 409A to constitute an “involuntary separation from service” or
unless such reduction occurs in connection, and on a proportionate basis, with a
general decrease in executive compensation at DJSP and the
Companies;




(iii)  a
required relocation of the Executive’s principal place of employment of more
than fifty (50) miles from the Executive’s then current place of employment,
unless a relocation of a greater distance is required by Code Section 409A to
constitute an “involuntary separation from service”; or




(iv)  DJSP or a
Company’s material breach of any provision in this Agreement after written
notice is delivered by the Executive to DJSP or the Company identifying the
breach.




(t)  “Good Reason Notice”
is defined in Section 6(b).




(u)  “Release” is defined
in Section 6(a).




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(v)  “Percentage” is
defined as the percentage of the medical, dental and/or vision premiums
subsidized by the Companies for the medical, dental, and/or vision premiums for
the applicable plan the Executive was a participant in immediately prior to
Executive’s termination of employment.




(w)  “Severance Benefit” is
defined in Section 6(a)




(x)  “Severance Period” is
defined in Section 6(a).




3.  Position and
Duties.




(a)  During
the Employment Period, Executive shall serve as the Executive Vice President and
Chief Strategy Officer of DJSP and the Companies and shall have such duties,
responsibilities, functions and authority as the President of DJSP and the Board
may direct.




(b)  Executive
shall report to the President of DJSP and the Board.  Executive shall
devote substantially his full business time and attention to the business and
affairs of DJSP and the Companies and shall use his best efforts to advance the
best interests of DJSP and the Companies.




4.  Compensation and
Benefits.




(a)  Commencing
on the date of this Agreement and throughout the Employment Period, Executive’s
aggregate base salary shall be three hundred thousand dollars ($300,000) per
annum and shall be reviewed annually for discretionary adjustment, if any, by
the Board or the Compensation Committee of the Board (as modified from time to
time, the “Base
Salary”).  The Base Salary shall be payable to Executive by DJS
Processing in regular installments in accordance with DJS Processing’s general
payroll practices (in effect from time to time).




(b)  During
the Employment Period, Executive shall be entitled to participate in employee
benefit programs for which other management-level employees of the Companies are
generally eligible, except as otherwise determined by the Board.




(c)  During
the Employment Period, DJSP and the Companies shall reimburse Executive for all
reasonable business expenses incurred by him in the course of performing his
duties and responsibilities for DJSP and the Companies under this Agreement
which are consistent with DJSP’s and the Companies’ policies in effect from time
to time with respect to travel, entertainment and other business expenses,
subject to DJSP’s and the Companies’ requirements with respect to reporting and
documentation of such expenses.  Executive shall submit requests for
reimbursement under this Section 4(c) within the later of sixty (60) days after
incurring an expense permitted under this Section 4(c) or sixty (60) days after
receiving the bill for such expense and, to the extent that such expense is
determined to be a reasonable business expense under this Section 4(c) by
the employer from whom Executive is seeking reimbursement, Executive shall be
reimbursed within thirty (30) days following Executive submitting such
expense.




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(d)  During
the Employment Period, the Executive shall be eligible to receive bonuses of up
to 50% of Executive’s Base Salary, as determined by the Board in its sole
discretion, payable at the time set forth in the applicable bonus program but no
later than the fifteenth (15th) day
of the third (3rd)
month following the year in which the bonus is no longer subject to a
“substantial risk of forfeiture” (as defined in Code Section 409A).




(e)  Executive
shall be entitled to take four (4) weeks of paid vacation annually and seven (7)
days of paid time off (“PTO”) with no
carryover of unused vacation or PTO time from one year to the
next.  All vacation and PTO are fully vested and available for
immediate use in accordance with applicable Company policy.  Prior to
July 31, 2010, the Executive shall have no right to receive any accrued but
unused vacation or PTO upon Executive’s termination of employment.  On
or after July 31, 2010, Executive shall receive any unused vacation or PTO time
in accordance with the terms of DJS Processing’s vacation policy in effect at
the time of Executive’s termination of employment in a lump sum payment within
thirty (30) days following Executive’s termination.




(f)  In
addition to the Base Salary, Executive is eligible to participate in DJSP equity
incentive plans as determined by the Board or the Compensation Committee of the
Board from time to time.  Grants under such equity incentive plans
shall be governed by separate form agreements applicable to all participants in
those plans.




5.  Term.




(a)  The
Employment Period shall begin on the date of this Agreement and end on March 2,
2011, subject to earlier termination (i) by reason of Executive’s death or
Disability, (ii) by DJSP or the Companies at any time for Cause, (iii) by DJSP
or the Companies at any time without Cause, (iv) by Executive for Good Reason,
or (v) voluntarily by Executive without Good Reason; and in the cases of (iv)
and (v) above, pursuant to written notice to DJSP and each
Company.  Notwithstanding the prior sentence, the Severance Benefit
described in Section 6 shall continue for a period of twelve (12) months
following the expiration of this Agreement.




6.  Severance
Benefit.




(a)  Termination of Employment
Period without Cause or for Good Reason.  If the Employment
Period is terminated by Executive for Good Reason or DJSP and the Companies for
any reason other than death, Disability or Cause, provided in each case that
such termination constitutes a “separation from service” as defined in Code
Section 409A, and upon Executive’s execution (without revocation) and delivery
to DJSP and the Companies of a release (in the form attached hereto as Exhibit I) (the
“Release”)
within twenty-one (21) days following the date of Executive’s termination of
employment, Executive shall be entitled to receive from DJS
Processing:




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(i)  earned
but unpaid Base Salary through the date of Executive’s termination and bonuses,
if any, earned under the terms of the bonus at the date of the Executive's
termination payable in accordance with normal payroll practices, but in no
event commencing later than thirty (30) days following the date of Executive’s
termination of employment;




(ii)  continuation
of Executive’s current Base Salary, as in effect at the time of termination,
payable in the same manner and in accordance with existing payroll practices as
the Executive’s Base Salary was paid prior to Executive’s termination of
employment, beginning as soon as possible after the effective date of the
Release, but no later than thirty (30) days following the date of Executive’s
termination of employment for a period of twelve (12) months following the
termination date (the “Severance Period”) (the benefit provided for under this
Section 6(a)(ii) shall be referred to as the “Base Salary Severance
Benefit”); provided, that if Executive is a “specified employee” (as
defined under Code Section 409A) on the date of Executive’s termination of
employment, such Base Salary Severance Benefit shall be bifurcated to the extent
necessary to provide Executive with the following: (A) for payments of Base
Salary Severance occurring during the first six (6) months following Executive’s
termination date, an aggregate payment not to exceed the Base Salary Severance
409A Cap and (B) to the extent Executive’s Base Salary Severance Benefit is
limited by operation of the Base Salary Severance 409A Cap, any amounts of the
Base Salary Severance Benefit limited by operation of the Base Salary Severance
409A Cap shall be paid pursuant to Section 6(e) of this
Agreement.  The payment of the amount of the Base Salary Severance
Benefit which does not exceed the Base Salary Severance 409A Cap is intended to
be made pursuant to a “separation pay plan due to involuntary separation from
service” pursuant to Treas. Reg. Section 1.409A-1(b)(9)(iii).




(iii)  payment
of the bonus Executive would have been entitled to in the year Executive’s
employment is terminated, to the extent as of Executive’s termination date the
applicable performance goals had already been met, payable at the time set forth
in the applicable bonus program but no later than the fifteenth (15th) day
of the third (3rd)
month following the year in which Executive’s employment is
terminated;




(iv)  reimbursement
for the Percentage of the Executive’s COBRA costs (to the extent applicable) for
a period of up to twelve (12) months following the Executive’s termination date
in any group medical, dental and vision benefit plans provided by DJS
Processing, in effect immediately prior to the Executive’s termination date;
and




(v)  any
Employee Benefit Plan Payment.




The
payments and benefits under Sections 6(a)(ii), (iii), and (iv) of this Agreement
shall be referred to as the “Severance
Benefit.”




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(b)  Termination of Employment
Period for Good Reason.  If Executive believes that Executive
has grounds for termination for Good Reason, Executive shall provide written
notice of the existence of the condition constituting Good Reason to DJSP and
each Company within ninety (90) days of the date that the condition arises (the
“Good Reason
Notice”) and shall provide DJSP and each Company with a period of not
less than thirty (30) days in which to cure the condition and during such cure
period DJS Processing shall not be required to pay the Severance Benefit
associated with a termination for Good Reason.  The submission of such
written notification by Executive shall not constitute Cause for DJSP or any
Company to terminate Executive.




(c)  Termination of Employment
Period for Cause or by Executive Without Good Reason.  If the
Employment Period is terminated by DJSP and the Companies for Cause, or by
Executive’s voluntary termination of employment (other than a termination for
Good Reason), Executive shall receive the following from DJS Processing: (i)
earned but unpaid Base Salary through the date of Executive’s termination and
bonuses, if any, earned under the terms of the bonus at the date of the
Executive's termination payable in accordance with normal payroll practices but
in no event commencing later than thirty (30) days following the date of
Executive’s termination of employment and (ii) any Employee Benefit Plan
Payment.




(d)  Termination of Employment
Period – Death or Disability. If the Employment Period is terminated due
to Executive’s death or Disability, Executive (or, if applicable, his estate or
representative) shall receive the following DJS Processing: (i) earned but
unpaid Base Salary through the date of Executive’s termination and bonuses, if
any, earned under the terms of the bonus at the date of the Executive's
termination payable in accordance with normal payroll practices but in no event
later than thirty (30) days following the date of Executive’s termination of
employment and (ii) any Employee Benefit Plan Payment.




(e)  Special 6-Month Delay Rule
for Severance Benefit.Notwithstanding the foregoing, if at the time of
termination the Executive constitutes a “specified employee” (as defined under
Code Section 409A), commencing on the date that Executive is terminated, in
connection with the Severance Benefit, Executive shall receive (i) the amount
not in excess of the Base Salary Severance 409A Cap and the benefits that are
excepted from compliance with Code Section 409A according to the terms of this
Agreement or other plans or arrangements covering such payments and (ii) the
remaining payments in excess of the Base Salary Severance 409A Cap and the
benefits not excepted from Code Section 409A shall be suspended for a six-month
period beginning on the date of Executive’s termination of employment and paid
in a lump sum payment upon the earlier of (A) the first day of the seventh
(7th)
month following Executive’s termination of employment or (B) the date of
Executive’s death, with any remaining payments occurring on their regularly
scheduled payment dates.  Any payments, including amounts suspended
under Code Section 409A, made later than ten (10) days following the date of
Executive’s termination (or applicable due date under this Section 6) for
whatever reason, shall include interest at a then reasonable money market rate,
which shall begin accruing on the tenth (10th) day
following the date of Executive’s termination (or applicable due date under this
Section 6).




7.  No Mitigation or Duty to
Seek Reemployment.  Executive shall be under no duty or
obligation to seek or accept other employment after termination and shall not be
required to mitigate the amount of any payments provided for by this Agreement
by seeking employment or otherwise.  The Severance Benefit shall not
be reduced or suspended if the Executive accepts other employment, except that
DJSP and the Companies shall not be required to continue any health or welfare
benefits that may otherwise be due to the Executive solely to the extent that
the Executive becomes covered under employer-sponsored health plan made
available by such new employer.




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8.  Survival.  Sections
6 through 22 (other than Sections 16 and 19) shall survive and continue in full
force and effect in accordance with their terms notwithstanding the termination
of the Employment Period.




9.  Severability.  If
any one or more of the terms, provisions, promises, covenants or conditions of
this Agreement or the application thereof to any person or circumstance shall be
adjudged to any extent invalid, unenforceable, void or voidable for any reason
whatsoever by a court of competent jurisdiction or an arbitration tribunal, such
provision shall be as narrowly construed as possible, and each and all of the
remaining terms, provisions, promises, covenants and conditions of this
Agreement or their application to other persons or circumstances will not be
affected thereby and shall be valid and enforceable to the fullest extent
permitted by law.  To the extent this Agreement is in violation of any
applicable laws, the parties shall negotiate in good faith to amend this
Agreement, to the extent possible consistent with its purposes, to conform to
applicable laws.  None of the parties to this Agreement shall claim or
assert illegality as a defense to the enforcement of this Agreement or any
provision hereof.




10.  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.




11.  Enforcement.  In
the event any party to this Agreement resorts to legal action to enforce or
interpret any provision of this Agreement, the prevailing party will be entitled
to recover the costs and expenses of such action so incurred, including
reasonable attorney’s fees.




12.  Effectiveness.  The
parties may execute this Agreement in separate counterparts, each of which shall
be deemed an original and all of which together will constitute one and the same
instrument.  To the extent signed and delivered by means of a
facsimile machine or other electronic transmission (including transmission in
portable document format by electronic mail), this Agreement shall be treated in
all manners and respects and for all purposes as an original and shall have the
same binding legal effect as if it were the original signed version thereof
delivered in person.  None of the undersigned shall raise the use of a
facsimile machine or other electronic transmission to deliver a signature or the
fact that such signature was transmitted or communicated through the use of a
facsimile machine or other electronic transmission as a defense to the
enforceability of this Agreement and each of the undersigned forever waives any
such defense.




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13.  Successors and
Assigns.  This Agreement will be binding upon and inure to the
benefit of DJSP and each Company and any successor to any of them (to which this
Agreement may be assigned), including without limitation any persons acquiring
directly or indirectly all or substantially all of the business or assets of
DJSP or any Company, whether by purchase, merger, consolidation, reorganization
or otherwise (and such successor shall thereafter be deemed DJSP or a Company,
as the case may be, for the purposes of this Agreement).  This
Agreement will inure to the benefit of and be enforceable by Executive’s
personal or legal representatives, executors, administrators, successors, heirs,
distributees and legatees, but otherwise will not otherwise be assignable,
transferable or delegable by Executive.




14.  Governing Law; Venue;
Jurisdiction.  This Agreement, and all matters arising under or
related hereto, shall be governed according to the laws of the State of Florida,
without respect to its conflict of law principles.  Each party hereby
consents to the exclusive jurisdiction of the courts of the State of Florida and
of the United States of America in the County of Broward for any actions, suits
or proceedings arising out of or relating to this Agreement and the transactions
contemplated hereby (and each party agrees not to commence any action, suits or
proceeding relating thereto except in such courts).




15.  Amendment of
Agreement.  This Agreement may not be modified or amended
except by an instrument in writing signed by the parties hereto.  The
parties agree that this Agreement may be amended solely to the extent
necessary to bring it into compliance with applicable law, including, but
not limited to, Code Section 409A.




16.  Insurance.  DJS
Processing or the Companies may, at their discretion, apply for and procure in
their own name and for their 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.




17.  Executive’s
Cooperation.  During the Employment Period and thereafter,
Executive shall cooperate with DJSP and each Company in any internal
investigation or administrative, regulatory or judicial proceeding as reasonably
requested by DJSP or a Company (including, without limitation, Executive being
reasonably available to DJSP and each Company upon reasonable notice for
interviews and factual investigations, appearing at the request of DJSP or any
Company to give testimony without requiring service of a subpoena or other legal
process, volunteering to DJSP or any Company all pertinent information and
turning over to DJSP or any 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 permitted activities and
commitments).  In the event DJSP or any Company requires Executive’s
cooperation in accordance with this Section 17 after the end of the Employment
Period, DJSP or such Company, as the case may be, shall pay Executive a per diem
reasonably determined by the relevant Board and reimburse Executive for
reasonable expenses incurred in connection therewith (including lodging and
meals, upon submission of receipts).




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18.  Code Section
409A.  It is intended that the payments under this Agreement
shall be exempt from or in compliance with Code Section 409A, and DJSP and each
Company reserves the right to amend the terms of the Agreement if necessary
either to exempt the payments or comply with Section 409A, as
applicable.  However, in no event shall DJSP or the Companies be
responsible for any tax or penalty owed by the Executive or Executive’s spouse
or beneficiary, with regard to any benefit provided for under this
Agreement.




19.  Tax
Withholding.  DJSP and/or any Company may withhold amounts from
any payments made to Executive under this Agreement to satisfy all applicable
Federal, State, local or other income (including excise) and employment
withholding taxes.  In the event DJSP and each Company fails to
withhold such sums for any reason, or withholding is required for any non-cash
payments provided in connection with any benefits paid to Executive pursuant to
this Agreement, DJSP or any Company may require the Executive to promptly remit
to DJSP or a Company sufficient cash to satisfy all applicable income and
employment withholding taxes.




20.  Excess Parachute
Payments.  It is the intent of
the parties hereto that no amount payable pursuant to the terms of this
Agreement shall cause any payment or transfer by the Companies or DJSP for the
benefit of Executive, whether paid or payable (or transferred or transferable)
pursuant to the terms of this Agreement or otherwise (a “Payment”), to be
subject to taxation under Code Section 4999 as an “excess parachute payment” as
defined in Code Section 280G.  To the extent that it is determined
that a Payment constitutes an “excess parachute payment,” the Payment will be
reduced to the highest amount permissible under Code Sections 280G and 4999 as
necessary to prevent Executive from becoming subject to the excess parachute
payment excise tax under Code Section 4999 and as necessary to prevent the
Companies or DJSP from losing all or part of its compensation deduction for such
payment to the extent such deduction is applicable.




21.  Construction.




(a)  All
references in this Agreement to “Sections” and “Exhibits” refer to the Sections
and exhibits of this Agreement.  The Section headings and titles
appearing in this Agreement are inserted only as a matter of convenience and in
no way define, limit, construe, or describe the scope or extent of such Section
or in any way affect this Agreement or the interpretation hereof.




(b)  All
references to “$” or “dollars” will be to United States dollars and all
references to “days” will be to calendar days unless otherwise
specified.




(c)  As used
in this Agreement, neutral pronouns and any variations thereof shall be deemed
to include the feminine and masculine and all terms used in the singular shall
be deemed to include the plural, and vice versa, as the context may
require.




(d)  The words
“hereof”, “herein” and “hereunder” and other words of similar import refer to
this Agreement as a whole, as the same may from time to time be amended or
supplemented, and not to any subdivision contained in this
Agreement.




10




(e)  The word
“including” when used herein is not intended to be exclusive and means
“including, but not limited to.”  The word “or” when used herein is
not intended to be exclusive unless the context clearly requires
otherwise.




(f)  The
exhibits hereto will be deemed to be incorporated in and an integral part of
this Agreement.




(g)  All
provisions of this Agreement have been mutually negotiated and
drafted.  The provisions of this Agreement will be interpreted and
construed in accordance with their fair meanings, and not strictly for or
against any party, regardless of which party may have drafted this Agreement or
any specific provision.




22.  Claims Procedures for
Severance Benefit. Exhibit II contains claims procedures for the
Severance Benefit and disclosures intended to meet the Summary Plan Description
requirements under the Employee Retirement Income Security Act of 1974, as
amended for the Severance Benefit.




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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
set forth above.




DJSP
ENTERPRISES, INC.




By:


Name:      David
J. Stern


Its:           President




DAL
GROUP, LLC




By:


Name:      David
J. Stern


Its:           President




DJS
PROCESSING, LLC




By:


Name:      David
J. Stern


Its:           President




PROFESSIONAL
TITLE AND ABSTRACT COMPANY OF FLORIDA, LLC




By:


Name:      David
J. Stern


Its:           President




DEFAULT
SERVICING, LLC




By:


Name:      David
J. Stern


Its:           President









Matthew
S. Kayton




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EXHIBIT
I




[date]




Dear Mr.
Kayton:




This
letter will confirm the agreement between you and DJSP Enterprises, Inc. (“DJSP”), DAL Group,
LLC, DJS Processing, LLC (“DJS Processing”), Professional Title and Abstract
Company of Florida, LLC (“PTA”), Default Servicing, LLC (“DSI”) and their
Affiliates (DJSP, DAL Group, LLC, DJS Processing, DSI and PTA shall be referred
to herein each a “Company” and
collectively referred to herein as the “Companies”) as
follows:




1.           Separation from the
Company.  By signing this letter agreement you acknowledge that
the termination of your employment with the Company will be effective on
____________ (the “Separation
Date”).  As of the Separation Date, you will cease to be an
employee of any Company, and you will no longer be required to fulfill any of
the duties and responsibilities associated with your positions.  In
addition, your Employment Agreement dated March 2, 2010 among you, DJSP, DAL
Group, LLC, DJS Processing, PTA and DSI (the “Employment
Agreement”) will terminate as of the Separation Date, except as otherwise
provided therein.




2.           Severance
Benefits.  In exchange for your execution of this letter
agreement, including the Release in Section 3 and your continued compliance with
that certain Confidentiality and Noncompetition Agreement dated as of March 2,
2010 between you and the Companies (the “Confidentiality
Agreement”), the Companies agree to provide you with the “Severance Benefits”
as defined in Section 6(a) of the Employment Agreement. Such Severance Benefits
will not be provided until this letter agreement becomes effective and
enforceable, and, subject to such condition, such Severance Benefits shall be
payable no later than the time frames set forth in Section 6(a) of the
Employment Agreement.  Such Severance Benefits shall not be considered
compensation for purposes of any employee benefit plan, program, policy or
arrangement maintained or hereafter established by the Company or any of its
Affiliates (as defined below).  You understand that the Severance
Benefits provided to you represent consideration for signing this letter
agreement and are not salary, wages or benefits to which you were already
entitled.  You also acknowledge and represent that you have already
received everything (including, without limitation, all compensation, benefits
and any other payment or form of remuneration of any kind) to which you were
entitled by virtue of your employment relationship with each Company through the
Separation Date.




13




3.           Release by
You.




(a)           You
(for yourself, your heirs, assigns or executors) release and forever discharge
each Company, its Affiliates (as defined below), successor and assigns, and each
of their respective directors, officers, members, agents, shareholders,
employees attorneys and representatives (collectively, the “Company Entities”)
from any and all claims, suits, demands, causes of action, contracts, covenants,
obligations, debts, costs, expenses, attorneys’ fees, liabilities of whatever
kind or nature in law or equity, by statute or otherwise whether now known or
unknown, vested or contingent, suspected or unsuspected, and whether or not
concealed or hidden, which have existed or may have existed, or which do exist,
through the date this letter agreement becomes effective and enforceable,
(“Claims”) of
any kind, including, without limitation, those Claims which relate in any way to
your employment with any Company or the termination of that employment, except
those arising out of (i) the performance of this letter agreement, (ii) your
rights under the employee benefit plans of any Company, (iii) your rights
to accrued, unused vacation and PTO, (iv) your right to any indemnification by
any Company pursuant to its articles of incorporation or organization, bylaws,
operating agreement or limited liability company agreement, (v) your rights to
coverage under any Company’s directors’ and officers’ insurance policy, (vi)
your rights as a shareholder of DJSP (to the extent you continue to own capital
shares or membership interests in any Company following the execution of this
letter agreement), and (vii) your rights with respect to stock options or other
similar equity-based incentives granted to you by DJSP as determined under the
applicable plans and award agreements (to the extent such rights survive a
termination of employment).  Such released claims include, without in
any way limiting the generality of the foregoing language, any and all claims of
employment discrimination under any local, state, or federal law or ordinance,
including, without limitation, Title VII of the Civil Rights Act of 1964, as
amended; the Civil Rights Act of 1991; the Americans with Disabilities Act of
1990; the Age Discrimination in Employment Act of 1967 (“ADEA”), as amended
(which prohibits discrimination in employment based on age); Older Workers
Benefit Protection Act of 1990 (“OWBPA”) (which also prohibits discrimination in
employment based on age).




(b)           In
signing this letter agreement you acknowledge that you intend that it shall be
effective as a bar to each and every one of the Claims hereinabove mentioned or
implied.  You expressly consent that this letter agreement shall be
given full force and effect according to each and all of its express terms and
provisions, including those relating to unknown and unsuspected Claims
(notwithstanding any state statute that expressly limits the effectiveness of a
general release of unknown, unsuspected and unanticipated Claims), if any, as
well as those relating to any other Claims hereinabove mentioned or
implied.  You acknowledge and agree that this waiver is an essential
and material term of this letter agreement and without such waiver the Companies
would not have provided the Severance Benefits described in Section
2.  You further agree that in the event you bring your own Claim in
which you seek damages against any Company, or in the event you seek to recover
against any Company in any Claim brought by a governmental agency on your
behalf, this release shall serve as a complete defense to such
Claims.




14




(c)           By
signing this letter agreement, you acknowledge that you:




(i)
            have
      been given twenty-one days after receipt of this letter agreement within
      which to consider it;




(ii)
            have
      carefully read and fully understand all of the provisions of this letter
      agreement;




(iii)
            knowingly
      and voluntarily agree to all of the terms set forth in this letter
      agreement;




(iv)
            knowingly
      and voluntarily agree to be legally bound by this letter
      agreement;




(v)
            have
      been advised and encouraged in writing (via this agreement) to consult
      with an attorney prior to signing this letter agreement;
    and




(vi)
            understand
      that this letter agreement, including the Release, shall not become
      effective and enforceable until the eighth day following execution of this
      letter agreement, and that at any time prior to the effective day you can
      revoke this letter agreement by delivering written notice of such
      revocation to ___________ no later than the seventh day after your
      execution of this letter
agreement..




4.           No Pending Lawsuits and No
Assignment of Claims.  You represent and warrant that you have
not filed any Claim, lawsuit or charge against any of the Company Entities that
will not be discharged as a result of this letter agreement, except as otherwise
provided in Section 3(a) of this letter agreement.  You hereby promise
never to file a lawsuit asserting any Claims that you have released in Paragraph
3, above.  In addition, to the extent any such proceeding or charge
may be brought by anyone (including the EEOC), you expressly waive any Claim to
any form of monetary or other damages, or any other form of recovery or relief
in connection with any such action.  You further represent and warrant
that you have not heretofore assigned or transferred, or purported to assign or
transfer, to any person, firm, corporation or entity any Claim or other matter
herein released by you.  Notwithstanding the foregoing, nothing herein
shall prohibit you from challenging the validity of the ADEA or OWBPA waiver
herein; however, in the event you unsuccessfully do so, you may be held liable
for the Company Entities’ attorney’s fees and costs to the same extent that
successful defendants are allowed attorney’s fees under the ADEA and/or
OWBPA.




5.           Consequences of Your
Violation of Promises.  If you breach this letter agreement
including, but not limited to, by filing, bringing or participating in any
Claims or actions contrary to your agreements and representations made herein,
including, but not limited to, those in paragraphs 3 and 5 above, in addition to
any other rights and remedies the Companies may have, (i) you will immediately
repay to the Companies all amounts received by you hereunder; (ii) you shall
forfeit all rights to any and all future payments and benefits, if any, to be
provided under this letter agreement; and (iii) you agree to pay all costs and
expenses, including reasonable attorneys’ fees, incurred by the Companies or any
of the Company Entities in defending against such Claims or actions brought by
you or on your behalf or in enforcing the terms of this letter agreement to the
extent that the applicable court determines that your claim or defense had no
merit.  The preceding sentence shall not apply to any Claims that you
file under ADEA or OWBPA or any challenge that you make to the validity of the
ADEA or OWBPA waiver contained in this letter
agreement.




15




6.           Non-Disparagement.  You
agree not to make, or cause to be made, any disparaging, negative or adverse
remarks whatsoever, whether in public or private, and whether written, oral or
otherwise, concerning any of the Company Entities or their respective
businesses, products or services.  This paragraph does not apply to
factual statements made in connection with legal proceedings, governmental and
regulatory investigations and actions, and internal Company investigations or
any other statement or disclosure required by law.




7.           Affiliates. An
“Affiliate” of a Person is a person that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control
with, the Person.  “Person” includes a natural person, a trust or
estate, a Company, partnership, limited liability company, or other legal
entity.




8.           Code Section 409A. It
is intended that the payments under this letter agreement shall be exempt from,
or in compliance with, Code Section 409A, and each Company reserves the right to
amend the terms of this letter agreement if necessary either to exempt the
payments or comply with Code Section 409A, as applicable.  However, in
no event shall the Companies be responsible for any tax or penalty owed by
Executive or Executive’s Spouse or beneficiary, with regard to any benefit
provided for under the Employment Agreement.




9.           Additional
Agreements. You further agree that as of the date hereof, you have
returned to each Company any and all property, tangible or intangible, relating
to its business, which you possessed or had control over at any time (including,
but not limited to, company-provided credit cards, building or office access
cards, keys, computer equipment, manuals, files, documents, records, software,
customer data bases and other data) and that you shall not retain any copies,
compilations, extracts, excerpts, summaries or other notes of any such manuals,
files, documents, records, software, customer data bases or other
data.




10.           Confidentiality of this
Letter Agreement. The contents of this letter agreement, including but
not limited to its financial terms, are strictly confidential. By signing this
letter agreement you agree and represent that you will maintain the confidential
nature of this letter agreement, except (a) to legal counsel, tax and financial
planners, and immediate family who agree to keep it confidential, (b) as
otherwise required by law, in which case you shall notify Processing in writing
in advance of disclosure, and (c) as necessary to enforce this letter
agreement.




11.           No Transfer or
Assignment. You and the Companies agree that no interest or right you
have or any of your beneficiaries has to receive payment or to receive benefits
under this letter agreement shall be subject in any manner to sale, transfer,
assignment, pledge, attachment, garnishment, or other alienation or encumbrance
of any kind, except as required by law.  Nor may such interest or
right to receive payment or distribution be taken, voluntarily or involuntarily,
for the satisfaction of the obligations or debts of, or other claims against you
or your beneficiary, including for alimony, except to the extent required by
law.




16




12.           No Admissions. This
letter agreement shall not be construed as an admission of any wrongdoing by any
Company, or its directors, officers, agents and employees.




13.           Complete Agreement.
This letter 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.  Notwithstanding
anything to the contrary contained herein, you acknowledge and agree that you
remain bound by that certain Confidentiality Agreement.




14.           Amendment of
Agreement.  This letter agreement may not be modified or
amended except by an instrument in writing signed by the parties
hereto.  The parties agree that this letter agreement may be
amended solely to the extent necessary to bring this agreement into
compliance with applicable law, including but not limited to, Code Section
409A.




15.           Governing Law; Venue;
Jurisdiction. This letter agreement, and all matters arising and/or
related hereto, shall be governed according to the laws of the State of Florida,
without respect to its conflict of laws principles.  Each party hereby
consents to the exclusive jurisdiction of the courts of the State of Florida and
of the United States of America in the County of Broward for any actions, suits
or proceedings arising out of or relating to this letter agreement and the
transactions contemplated hereby (and each party agrees not to commence any
action, suits or proceeding relating thereto except in such
courts).




16.           Severability.  If
any one or more of the terms, provisions, promises, covenants or conditions of
this letter agreement or the application thereof to any person or circumstance
will be adjudged to any extent invalid, unenforceable, void or voidable for any
reason whatsoever by a court of competent jurisdiction or an arbitration
tribunal, such provision will be as narrowly construed as possible, and each and
all of the remaining terms, provisions, promises, covenants and conditions of
this letter agreement or their application to other persons or circumstances
will not be affected thereby and will be valid and enforcement to the fullest
extent permitted by law.  To the extent this letter agreement is in
violation of any applicable laws, the parties shall negotiate in good faith to
amend this letter agreement, to the extent possible consistent with its
purposes, to conform to applicable laws.  Neither party shall claim or
assert illegality as a defense to the enforcement of this letter agreement or
any provision hereof.




17.           Effectiveness. The
parties may execute this letter agreement in separate counterparts, each of
which shall be deemed an original and all of which together will constitute one
and the same instrument.  To the extent signed and delivered by means
of a facsimile machine or other electronic transmission (including transmission
in portable document format by electronic mail), this letter agreement shall be
treated in all manners and respects and for all purposes as an original and
shall have the same binding legal effect as if it were the original signed
version thereof delivered in person.  None of the parties shall raise
the use of a facsimile machine or other electronic transmission to deliver a
signature or the fact that such signature was transmitted or communicated
through the use of a facsimile machine or other electronic transmission as a
defense to the enforceability of this letter agreement and each of the parties
forever waives any such defense.




17




Please
indicate your agreement by signing this letter and returning it to us on or
before _______________.




Very
truly yours,




DJSP
ENTERPRISES, INC.




By:


Name:


Its:




DAL
GROUP, LLC




By:


Name:


Its:




DJS
PROCESSING, LLC




By:


Name:


Its:




PROFESSIONAL
TITLE AND ABSTRACT COMPANY OF FLORIDA, LLC




By:


Name:


Its:




DEFAULT
SERVICING, LLC




By:


Name:


Its:






18




AGREED TO
AND ACCEPTED BY:






Matthew
S. Kayton




Dated:




19




EXHIBIT
II





1.  Claims
Procedures




(a)  Plan
Administrator.  The administrator for purposes of the “Severance
Benefit” (as defined in the Employment Agreement between Matthew S. Kayton
(“Executive”) and DJSP Enterprises, Inc., DAL Group, LLC, Professional Title and
Abstract Company of Florida, LLC, Default Servicing, LLC, DJS Processing, LLC
(“DJS Processing”)), dated March 2, 2010 (“Agreement”)), shall be DJS Processing
(“Plan Administrator”), whose address is 900 S. Pine Island Road, Suite 400,
Plantation, FL 33324, and whose telephone number is (954)
233-8000.  The “Named Fiduciary” as defined in Section 402(a)(2) of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), also
shall be the DJS Processing.  DJS Processing shall have the right to
designate one or more employees as the Plan Administrator and the Named
Fiduciary at any time, and to change the address and telephone number of the
same.  DJS Processing shall give the Executive written notice of any
change in the Plan Administrator and Named Fiduciary, or in the address or
telephone number of the same.




(b)  The Plan
Administrator shall make all determinations as to the right of any person to
receive benefits under this Agreement.  Any denial by the Plan
Administrator of a claim for benefits by the Executive (“the Claimant”) shall be
stated in writing by the Plan Administrator and delivered or mailed to the
Claimant within ninety (90) days after receipt of the claim, unless special
circumstances require an extension of time for processing the
claim.  If such an extension is required, written notice of the
extension shall be furnished to the Claimant prior to the termination of the
initial ninety (90) day period.  In no event shall such extension
exceed a period of ninety (90) days from the end of the initial
period.  The extension notice shall indicate the special circumstances
requiring an extension of time and the date by which the Plan Administrator
expects to render the benefit determination.  Any notice of denial,
written to the best of the Plan Administrator’s ability in a manner that may be
understood without legal or actuarial counsel, shall set forth the (i) specific
reasons for the denial, (ii) specific reference to pertinent provisions of this
Agreement upon which the denial is based, (iii) a description of any additional
material or information necessary for the Claimant to perfect the claim, with an
explanation of why such material or information is necessary, and (iv) any
explanation of claim review procedures, and the time limits applicable to such
procedures, including a statement of the claimant’s right to bring a civil
action under Section 502(a) of ERISA following an adverse benefit determination
on review.




20




(c)  A
Claimant whose claim for benefits has been wholly or partially denied by the
Plan Administrator may request, within sixty (60) days following the receipt of
notification from the Plan Administrator of such denial, in a writing addressed
to the Plan Administrator, a review of such denial.  The Claimant
shall be entitled to submit written comments, documents, records, and other
information relating to the claim for benefits, as the Claimant shall consider
relevant to a determination of the claim.  Prior to submitting the
request, the Claimant shall be entitled to, upon request and free of charge,
reasonable access to, and copies of, all documents, records, and other
information as are pertinent to the claim.  The Plan Administrator’s
review will take into account all comments, documents, records and other
information submitted by the Claimant relating to the claim, without regard to
whether such information was submitted or considered in the initial benefit
determination in Section 1(b).  The Claimant may, at all stages of
review, be represented by counsel, legal or otherwise, of the Claimant’s
choice.  The Plan Administrator’s decision with respect to any such
review shall be set forth in writing and shall be mailed to the Claimant not
later than sixty (60) days following receipt by the Plan Administrator of the
Claimant’s request unless special circumstances, such as the need to hold a
hearing, require an extension of time for processing.  If the Plan
Administrator determines that an extension of time for processing is required,
written notice of the extension shall be furnished to the Claimant prior to the
termination of the initial 60-day period.  In no event shall such
extension exceed a period of sixty (60) days from the end of the initial
period.  The extension notice shall indicate the special circumstance
requiring an extension of time and the date by which the plan expects to render
the determination on review.




(d)  If the
Plan Administrator denies a claim on review in whole or in part, it shall give
the Claimant written notice of its decision setting forth the following: (i) the
specific reasons for the denial and specific references to the pertinent
provisions of this Agreement on which its decision was based; (ii) notice that
the Claimant may obtain free of charge, copies of all documents, records and
other information relevant to the Claimant’s claim; and (iii) a statement of the
Claimant’s right to bring a civil action under Section 502(a) of
ERISA.




2.  ERISA.  The
Agreement constitutes the DJS Processing, LLC Severance Plan (the
“Plan”).  The Plan is categorized as a “welfare plan” under the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), because
it provides temporary severance benefits and not retirement
benefits.  The Agreement combined with this Exhibit II is intended to
constitute both a Plan document and a Summary Plan Description under
ERISA.  This information set forth below is required to be distributed
to the Executive under ERISA.




(a)  The Plan
Sponsor of the Plan is DJS Processing, LLC, 900 S. Pine Island Road, Suite 400,
Plantation, FL 33324; the Plan Sponsor’s telephone number is (954)
233-8000.




(b)  The
Employer Identification Number assigned to DJS Processing, LLC is
27-0962943.




(c)  The
Agent for Service of Process for the Employer is the President, whose address
and telephone number are the same as under (1) above.




(d)  The
Plan Number assigned to this Plan for Internal Revenue Service and Department of
Labor reporting purposes is 502.




(e)  The Plan
Year on which records are maintained for the Plan is the calendar year, except
for the first year of the Plan, when there shall be a short plan year from March 1,
2010 until December 31, 2010.




21




(f)  The
following statement is required by federal law and regulations in order that the
Executive might be informed of Executive’s rights under ERISA.




(i)  As
a participant in this Plan, the Executive is entitled to certain rights and
protections under ERISA.  ERISA provides that all participants in the
Plan shall be entitled to:




(ii)  Examine,
without charge, at the Plan Administrator’s office, all Plan documents including
insurance contracts and copies of all documents filed by the Plan with the U.S.
Department of Labor.




(iii)  Obtain
personal copies of all Plan documents and other Plan information upon written
request to the Plan Administrator.  The Plan Administrator may make a
reasonable charge for the copies.




(iv)  Receive
a summary of the Plan’s annual financial report.  The law requires
that a copy of this summary annual report be furnished to each participant if
the Plan has 100 or more participants.




(v)  In
addition to creating rights for participants, ERISA imposes duties upon the
people who are responsible for the operation of the Plan.  The people
who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so
prudently and in the interest of the Employee and other Plan participants and
beneficiaries.




(vi)  No
one, including the Company or any other person, may fire the Executive or
otherwise discriminate against the Executive solely for the reason of preventing
the Executive from obtaining a benefit or exercising Executive’s rights under
ERISA.




(vii)  If the
Executive makes a claim for a benefit which is denied in whole or in part, the
Executive  must receive a written explanation of the reason for the
denial.  The Executive has the right to have a denied claim
reviewed.




(viii)  Under
ERISA, there are steps the Executive can take to enforce the above
rights.   For instance, if the Executive requests materials from
the Plan Administrator to which the Executive is entitled and does not receive
them within thirty (30) days, the Executive may file suit in a federal
court.  In such a case, the court may require the Plan Administrator
to provide the materials and pay the Executive up to one hundred ten dollars
($110) a day until the Executive receives the materials, unless the materials
were not sent because of reasons beyond the control of the Plan
Administrator.




(ix)  If
the Executive has a claim for benefits which is wrongfully denied or ignored, in
whole or in part, the Executive may file suit in a state or federal
court.




22




(x)  If
it should happen that the Plan fiduciaries misuse the Plan’s money, or if the
Executive is discriminated against for asserting Executive’s rights, the
Executive may seek assistance from the U.S. Department of Labor, or the
Executive may file suit in a federal court.  The court will decide who
should pay court costs and legal fees.  If the Executive is
successful, the court may order the person the Executive sued to pay these costs
and fees.  If the Executive loses, the court may order the Executive
to pay these costs and fees, for example, if it finds the Executive’s claim is
frivolous.




(xi)  If
the Executive has any questions about the Plan, Executive should contact the
Plan Administrator.




(xii)  If
the Executive has any questions about this statement or about Executive’s rights
under ERISA, the Executive should contact the nearest local office of the
Employee Benefits Security Administration, U.S. Department of Labor, listed in
the telephone directory or the Division of Technical Assistance and Inquiries,
Employee Benefits Security Administration, U.S. Department of Labor, 200
Constitution Avenue, N.W., Washington, D.C. 20210.  The Executive may
also obtain certain publications about the Executive’s rights and
responsibilities under ERISA by calling the publications hotline of the Employee
Benefits Administration.




3.  Reporting and
Disclosure.  DJS Processing, from time to time, shall provide
government agencies with such reports concerning this Agreement as may be
required by law, and the DJS Processing shall provide the Executive with such
disclosure concerning this Agreement as may be required by law or as the
Executive may deem appropriate.




4.  Non-Alienation of
Benefits.  Except in so far
as this provision may be contrary to applicable law, no sale, transfer,
alienation, assignment, pledge, collateralization, or attachment of any benefits
under the Agreement shall be valid.