Exhibit
10.9

    


    AGREEMENT
FOR USE OF OFFICE

    AND
ADMINISTRATIVE SERVICES

    


    This Agreement, entered into
this 4th day of
September, 2009 by and between Patriot Rail Corp. (“Patriot”)
and BHIT, Inc. a Delaware Corporation (“BHIT”).

    


    Whereas:  Patriot
currently is a Subtenant of Suite 342W. (the “Suite”), at 2255 Glades Road, Boca
Raton, FL pursuant to a Sublease Agreement, and

    


    Whereas:  Patriot
has available offices with the Suite and BHIT desires to use such offices in the
Suite on a month to month basis, and

    


    Whereas: Patriot has
administrative services available with the Suite including secretarial,
receptionist, telephone answering services, coffee service and the like,
(“Services”), and BHIT desires to use such services on a month to month basis,
and

    


    Whereas:  The
parties desire to set forth the terms of the relationship in this
Agreement.

    


    Now, therefore, the parties,
intending to be legally bound, hereby agree as follows:

    


    
      	
               
      

            	
              1.

            	
              Patriot
      shall permit BHIT full or partial use of two offices in the Suite which
      have been shown to it and Patriot shall allow BHIT to use the Services on
      a month to month basis beginning September 4, 2009.  The offices
      are currently designated for the Controller of B.H.I.T. Inc. on a full
      time basis and for the Vice President of B.H.I.T. Inc. on a part time
      basis.  BHIT agrees that only its designated personnel shall be
      permitted to use such office and the
Services.

            


    

    
      	
               
      

            	
              2.

            	
              The
      monthly fee for such office use if Five Thousand ($5000.00) dollars
      payable in advance and due no later than the fifth day of each
      month.

            


    

    
      	
               
      

            	
              3.

            	
              Patriot
      shall supply a desk and chairs together with internet access located
      within the office.

            


    

    
      	
               
      

            	
              4.

            	
              Either
      party shall have the right to terminate this agreement for any reason upon
      thirty (30) days prior written notice to the
  other.

            


    

    
      	
               
      

            	
              5.

            	
              BHIT
      shall pay the first month’s fee of $5000.00 at the time of the execution
      of this Agreement.

            


    

    
      	
               
      

            	
              6.

            	
              BHIT
      agrees to follow the rules and regulations of the building and any
      additional reasonable rules set forth during the term of the
      Agreement.

            


    

    
      	
               
      

            	
              7.

            	
              Any
      notices shall be given as follows:

            


    

    


    To
Patriot Rail Corp:

    Gary O.
Marino, CEO

    Patriot
Rail Corp.

    2255
Glades Road, Suite 342W

    Boca
Raton, FL 33431


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    To
B.H.I.T., Inc.:

    


    
      	 	
              Copy
      to:

            	
              Lawrence
      Rutstein

            


    

    VP-Administration

    B.H.I.T.,
Inc.

    2255
Glades Road, Suite 342W

    Boca
Raton, FL 33431

    


    
      	
               
      

            	
              8.

            	
              This
      Agreement shall not be amended or modified except in writing and Agreed
      by both parties hereto.

            


    

    


    In witness whereof, the
parties have caused this Agreement to be executed effective as of the day and
year first above written.

    


    
      
        
          
            
              
                	
                        Patriot
      Rail Corp

                      
	 
      	 
      
	
                        By:

                      	
                        /s/ Gary O. Marino

                      
	 
      	
                        Gary
      O. Marino

                      
	
                        Its:

                      	
                        President
      and CEO

                      
	 
      	 
      
	
                        B.H.I.T.
      Inc.

                      
	 
      	 
      
	
                        By:

                      	
                        /s/ Lawrence Rutstein

                      
	 
      	
                        Lawrence
      Rutstein

                      
	
                        Its:

                      	
                        VP
      Administration