**Exhibit 10.10**

**EXECUTION COPY**

**EMPLOYMENT AND NON-COMPETITIONAGREEMENT**

**THISEMPLOYMENT AND NON-COMPETITION AGREEMENT**(this “Agreement”) is made as ofMay 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 Agreementproviding for Executive’s initial employment by the Company on the terms andconditions provided herein.

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

1.             Employment.  The Company shall employExecutive, and Executive hereby accepts employment with the Company, upon theterms and conditions set forth in this Agreement for the period beginning on orabout September 1, 2005 but not later than October 31, 2005, andcontinuing until terminated as provided in Section 4 hereof (the “EmploymentPeriod”).  Although Executive’sprincipal location for employment shall be his personal residence, Executiveagrees that he will spend a significant portion of his business time in theCompany’s New York City office and travel elsewhere as business conditionswarrant and as reasonably requested.

2.             Position and Duties.

(a)           During the Employment Period, Executive shallrender such administrative, sales, marketing and other executive and managerialservices 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 timedirect and shall be given the title of Senior Vice President.

(b)           Notwithstanding the foregoing Section2(a), until such time as Executive and the Company mutually agree thatExecutive is no longer restricted under the Existing Noncompete Agreement fromengaging, in the United States of America, in either (x) bankruptcy claimsadministration services or (y) class actions claims administration services,Executive shall not render services for the Company or any of its Subsidiariesthat either the Company or the Executive believes would violate the ExistingNoncompete Agreement (such portion of the Employment Period is referred to herein as “Phase I”).  Following the termination of the non-competeperiod in the Existing Non-Compete Agreement, Executive shall also renderservices for Bankruptcy Services, LLC and Poorman Douglas, Inc. and otheroperations of the Company and its Subsidiaries (such portion of the EmploymentPeriod is referred to herein as “Phase II”).  For purposes of this Agreement, the “ExistingNoncompete Agreement” means that certain Trade Secrets, ConfidentialInformation and Non-Competition Agreement with Wells Fargo & Company andThe Trumbull Group, L.L.C., dated as of February 1, 2005.

(c)           Subject to theforegoing, Executive’s primary reporting relationship during the EmploymentPeriod shall be to the Company’s President, and Executive shall devote his bestefforts and his full business time and attention (except for permitted vacationperiods and reasonable periods of illness or other incapacity) to the businessand affairs of the Company and

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itsSubsidiaries.  Executive shall performhis duties, responsibilities and functions to the Company and its Subsidiarieshereunder to the best of his abilities in a diligent, trustworthy, professionaland 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 otherownership interests having the voting power to elect a majority of the board ofdirectors or other governing body are, at the time of determination, owned bythe 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 duringPhase II of the Employment Period Executive’s base salary shall be not lessthan $375,000 per annum (as in effect from time to time, the “Minimum SalaryLevel” and, as adjusted from time to time, the “Base Salary”), whichsalary shall be payable by the Company in regular installments in accordancewith the Company’s general payroll practices (as such practices may be ineffect from time to time).  During theEmployment Period, Executive shall be eligible to receive an annual bonus basedon individual and Company performance with “base”, “goal” and “target” bonusamounts described below.  During thefirst 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 EmploymentPeriod, 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, theCompany shall provide Executive with an apartment in Manhattan, New York thatis similar to apartments provided by the Company to other executives and thatpermit Executive to have his family with him.

(c)           During the Employment Period Executive shallbe entitled to participate in all of the employee benefit programs of theCompany for which senior executive employees of the Company are generallyeligible, as such programs may be modified, replaced or eliminated from time totime.  Any payment which Executive isrequired to make pursuant to such employee benefit programs may be adjusted orimplemented from time to time consistent with changes affecting theparticipants generally in such programs.

(d)           During the Employment Period, Executive shallbe entitled to five (5) weeks of paid vacation per calendar year, which amountshall be pro rated for any partial calendar year of employment during theEmployment Period; provided, however, that Executive shall schedule suchvacation time in a manner consistent with the business needs of the Company andits Subsidiaries.  Executive’s unusedvacation time shall not be carried forward to any subsequent calendar year, andno compensation shall be payable in lieu thereof.

(e)           During the Employment Period, the Companyshall reimburse Executive for all reasonable and appropriate expenses actuallyincurred by Executive in the course of performing Executive’s duties andresponsibilities under this Agreement, consistent with the

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

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

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

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

4.             Term.

(a)           The Employment Period shall end on the threeyear anniversary of the date on which the Employment Period commenced (the “TerminationDate”); provided that the Employment Period shall be automaticallyextended on the same terms and conditions set forth herein, as modified fromtime to time by the parties hereto, until terminated by the Company orExecutive upon at least six (6) months prior written notice to the other party(notwithstanding anything to the contrary in this Agreement in no event shallsuch a notice of termination by the Company be deemed to be a terminationwithout Cause); provided further that, subject to the foregoing, (i) theEmployment Period shall terminate on the 90th dayafter Executive gives the Company notice that he is terminating the EmploymentPeriod for Good Reason, (ii) the Employment Period shall terminate immediatelyupon Executive’s death or Disability, and (iii) the Employment Period may beterminated by the Company at any time for Cause (as defined below).  Except as otherwise provided herein, anytermination of the Employment Period by the Company shall be effective asspecified in a written notice from the Company to Executive.

(b)           If the Employment Period is terminated by theCompany without Cause or by Executive for Good Reason, Executive shall beentitled to continue to receive (A)**his BaseSalary then in effect, payable in regular installments, from the date oftermination through the later of (x) the Termination Date and (y) the date thatis eighteen (18) months after the date on which the Employment Period isterminated (the “Severance Period”) and (B) Executive shall be entitledto receive, in accordance with the Company’s then standard payroll practices, apro rated portion of any bonus Executive was eligible to receive had Executive’semployment not been terminated. Notwithstanding the foregoing, Executive shall not be entitled toreceive any amounts pursuant to this Section 4(b) unless (x) Executivehas executed and delivered to the Company a customary release in form andsubstance satisfactory to the Company providing for the release of all claims(if any) Executive may have against the Company or any of its Subsidiaries andaffiliates, employees or directors (other than claims for severance duehereunder) (the “Release”), and (y) the Release has become fullyeffective in all respects, and Executive has not breached the provisions of theRelease or breached the provisions of Sections5, 6 or 7hereof.  In the case of Executive’stermination without Cause, Executive shall not be

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entitled to any other salary, compensation or benefits after terminationof the Employment Period, except as specifically provided for in this Section4(b) or as otherwise required by applicable law.

(c)           If the Employment Period is terminated at anytime 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 ineffect through the date of termination and shall not be entitled to any othersalary, compensation or benefits from the Company or its Subsidiariesthereafter, except as required by applicable law.

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

(e)           Except as otherwise expressly providedherein, all of Executive’s rights to salary, bonuses, employee benefits andother compensation hereunder which would have accrued or become payable afterthe termination or expiration of the Employment Period shall cease upon suchtermination or expiration, other than those expressly required under applicablelaw.  The Company may offset any amountsExecutive owes it or its Subsidiaries against any amounts it or itsSubsidiaries 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 ofnolo contendre with respect to (x) a felony of any nature, or (y) any crimeinvolving fraud with respect to the Company or any of its Subsidiaries or anyof their customers, suppliers or other business relations, (ii) repeatedconduct causing the Company or any of its Subsidiaries substantial publicdisgrace or disrepute or substantial economic harm, (iii) the continued failure,as determined in the good faith reasonable judgment of the Board, to performhis duties under this Agreement as reasonably directed by the Board or thePresident 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 ofthe Company or any of its Subsidiaries to the material disadvantage ordetriment of the Company or any of its Subsidiaries, (v) gross negligence orwillful misconduct or the commission of any other act or omission involvingdishonesty, or disloyalty or fraud with respect to the Company or any of itsSubsidiaries or (vi) any material breach of this Agreement which, if curable,is not cured within ten (10) business days after delivery of written noticethereof to Executive.

(g)           For purposes of thisAgreement, “Good Reason” shall mean if Executive resigns from employmentwith the Company prior to the end of the Employment Period as a result of oneor more of the following reasons:  (i)the Company reduces the amount of the Base Salary then in effect below theMinimum Salary Level then in effect, (ii) the Company fails to pay the Base Salarythen 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 overallcompensation or benefits required to be provided by the Company to Executivehereunder, or (iv) any change of Executive’s principal office location to alocation more distant than thirty (30) miles from Executive’s personalresidence (it being understood that, as provided in Section 1, Executiveagrees that he will be required to spend a significant portion of his businesstime in the Company’s New York City office and travel elsewhere as businessconditions warrant and as reasonably requested); provided that writtennotice of Executive’s resignation for Good Reason must be delivered to theCompany within thirty (30) days after the occurrence of any such event in orderfor Executive’s resignation with Good Reason to be effective hereunder; providedfurther that, in order for Executive’s resignation for Good Reason to beeffective 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 Subsidiariesas a result of any mental or physical impairment or incapacity even withreasonable accommodations of such disability or incapacity provided by theCompany and its Subsidiaries or if providing such accommodations would beunreasonable, all as determined by the Board based on competent medicalevidence in its reasonable good faith judgment. Executive shall cooperate in all respects with the Company if a questionarises 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 employedby the Company and its Subsidiaries concerning the business or affairs of theCompany or any of its Subsidiaries (“Confidential Information”) are theproperty of the Company and/or one or more of its Subsidiaries.  Therefore, Executive agrees that he shall notdisclose to any person or entity or use for his own purposes any ConfidentialInformation or any confidential or proprietary information of other persons orentities in the possession of the Company and its Subsidiaries (“Third PartyInformation”), without the prior written consent of the President of theCompany or the Board, unless and to the extent that the ConfidentialInformation or Third Party Information becomes generally known to and availablefor use by the public other than as a result of Executive’s acts oromissions.  Executive shall deliver tothe Company at the termination or expiration of the Employment Period, or atany other time the Company may request, all memoranda, notes, plans, records,reports, computer files, disks and tapes, printouts and software and otherdocuments and data (and copies thereof) embodying or relating to Third PartyInformation, Confidential Information, Work Product (as defined below) or thebusiness of the Company or any of its Subsidiaries which Executive may thenpossess or have under his control.

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

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appropriately.  Executiverepresents and warrants to the Company that Executive took nothing with himwhich belonged to any former employer when Executive left his prior positionand that Executive has nothing that contains any information which belongs toany former employer.  If at any timeExecutive discovers this is incorrect, Executive shall promptly return any suchmaterials to Executive’s former employer. The Company does not want any such materials, and Executive shall not bepermitted to use or refer to any such materials in the performance of Executive’sduties 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 maskwork (whether or not including any confidential information) and allregistrations or applications related thereto, all other proprietaryinformation and all similar or related information (whether or not patentable)which relate to the Company’s or any of its Subsidiaries’ actual or anticipatedbusiness, research and development or existing or future products or servicesand which are conceived, developed or made by Executive (whether alone orjointly with others) while employed by the Company or its predecessor and itsSubsidiaries, whether before or after the date of this Agreement (“WorkProduct”), belong to the Company or such Subsidiary.  Executive shall promptly disclose such WorkProduct to the President of the Company and, at the Company’s expense, performall actions reasonably requested by the President of the Company or the Board(whether during or after the Employment Period) to establish and confirm suchownership (including, without limitation, assignments, consents, powers of attorneyand other instruments).  Executiveacknowledges that all Work Product shall be deemed to constitute “works madefor hire” under the U.S. Copyright Act of 1976, as amended.

7.             Non-Compete and Non-Solicitation.

(a)           Executive acknowledges that during the courseof his employment with the Company and its Subsidiaries he shall becomefamiliar with the Company’s trade secrets and with other ConfidentialInformation concerning the Company and its Subsidiaries and that Executive’sservices shall be of special, unique and extraordinary value to the Company andits Subsidiaries.  Therefore, inconsideration of the Company’s agreement to employ Executive and thecompensation to be paid to Executive hereunder Executive agrees that foreighteen (18) months after the date of termination of the Employment Period(the “Noncompete Period”), Executive shall not, directly or indirectlyown any interest in, manage, control, participate in, consult with, renderservices for, be employed in an executive, managerial or administrativecapacity by, or in any manner engage in any business competing with thebusinesses of the Company or any of its Subsidiaries, as such businesses existor are in process during the Employment Period or on the date of thetermination or expiration of the Employment Period, within any geographicalarea in which the Company or its Subsidiaries engage or plan to engage in suchbusiness.  Nothing herein shall prohibitExecutive from being a passive owner of not more than 4.9% of the outstandingstock of any class of a corporation which is publicly traded, so long asExecutive 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 itsSubsidiaries to

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leave the employ of the Company or such Subsidiary, or in any wayinterfere with the relationship between the Company or any of its Subsidiariesand any employee thereof, (ii) hire any person who was an employee of theCompany 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 anyof its Subsidiaries to cease doing business with the Company or suchSubsidiary, or in any way interfere with the relationship between any suchcustomer, supplier, licensee or business relation and the Company or any of itsSubsidiaries (including, without limitation, making any negative or disparagingstatements or communications regarding the Company or its Subsidiaries).

8.             Enforcement.  If, at the time of enforcementof Sections 5, 6 or 7 of this Agreement, a court holdsthat the restrictions stated herein are unreasonable under circumstances thenexisting, the parties hereto agree that the maximum period, scope orgeographical area reasonable under such circumstances shall be substituted forthe stated period, scope or area and that the court shall be allowed to revisethe restrictions contained herein to cover the maximum period, scope and areapermitted by law.  Because Executive’sservices are unique and because Executive has access to ConfidentialInformation and Work Product, the parties hereto agree that the Company wouldsuffer irreparable harm from a breach of Sections 5, 6 or 7by Executive and that money damages would not be an adequate remedy for anysuch breach of this Agreement. Therefore, in the event of a breach or threatened breach of thisAgreement, the Company or its successors or assigns, in addition to otherrights and remedies existing in their favor, shall be entitled to specificperformance and/or injunctive or other equitable relief from a court ofcompetent jurisdiction in order to enforce, or prevent any violations of, theprovisions hereof (without posting a bond or other security).  In addition, in the event of a breach orviolation by Executive of paragraph 7, the Noncompete Period shall beautomatically extended by the amount of time between the initial occurrence ofthe breach or violation and when such breach or violation has been dulycured.  Executive acknowledges (i) thatthe restrictions contained in Section 7 are reasonable, (ii) thatExecutive has reviewed the provisions of this Agreement with his legal counseland (iii) that Executive is entering into this Agreement upon Executive’sinitial employment of the Executive with the Company and its Subsidiaries.

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

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

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11.           Notices.  Any notice or othercommunications to be given or delivered under or by reason of the provisions ofthis 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 orregistered mail, postage prepaid and return receipt requested.  Unless another address is specified inwriting, notices and communications to Executive and the Company shall be sentto 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 interpretedin such manner as to be effective and valid under applicable law, but if anyprovision of this Agreement is held to be invalid, illegal or unenforceable inany respect under any applicable law or rule in any jurisdiction, suchinvalidity, illegality or unenforceability shall not affect any other provisionof this Agreement or any action in any other jurisdiction, but this Agreementshall be reformed, construed and enforced in such jurisdiction as if suchinvalid, illegal or unenforceable provision had never been contained herein.

13.           Complete Agreement.  ThisAgreement, those documents expressly referred to herein and other documents ofeven date herewith embody the complete agreement and understanding among theparties and supersede and preempt any prior understandings, agreements orrepresentations by or among the parties, written or oral, which may haverelated to the subject matter hereof in any way.

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

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

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

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17.*          *Choice of Law.  Allissues and questions concerning the construction, validity, enforcement andinterpretation of this Agreement and the exhibits and schedules hereto shall begoverned 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 orprovisions (whether of the State of New York or any other jurisdiction) thatwould cause the application of the laws of any jurisdiction other than theState of New York.

18.           Amendment and Waiver.  Theprovisions of this Agreement may be amended or waived only with the priorwritten consent of the Company and Executive, and no course of conduct orcourse of dealing or failure or delay by any party hereto in enforcing orexercising any of the provisions of this Agreement (including, withoutlimitation, the Company’s right to terminate the Employment Period for Cause)shall affect the validity, binding effect or enforceability of this Agreementor be deemed to be an implied waiver of any provision of this Agreement.

19.           Insurance.  The Company may, at itsdiscretion, apply for and procure in its own name and for its own benefit lifeand/or disability insurance on Executive in any amount or amounts consideredadvisable.  Executive agrees to cooperatein any medical or other examination, supply any information and execute anddeliver any applications or other instruments in writing as may be reasonablynecessary to obtain and constitute such insurance.  Executive hereby represents that he has noreason to believe that his life is not insurable at rates now prevailing forhealthy men of his age.

20.           Indemnification and Reimbursement of Paymentson Behalf of Executive.

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

(b)           The Company shallindemnify Executive in respect of any damages actually paid to his formeremployer or withheld by the former employer from Executive (including legal andother related costs), penalties and fines actually paid (including amounts paidin settlement) by Executive to his former employer arising out of an action,lawsuit, proceeding or other claim including a defense by the former employeralleging a breach of the Existing Noncompete as a result of Executive’semployment by the Company under this Agreement; provided that Executivegives prompt written notice to the Company after receiving notice of anyaction, lawsuit, proceeding or other claim against him for which he seeksindemnification hereunder.  The Companyshall be entitled to assume the defense of such action, lawsuit, proceeding orother claim giving rise to the Executive’s claim for indemnification at theCompany’s expense.  The Executive shallnot be entitled to settle any such action, lawsuit,

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proceeding orother claim without the prior written consent of the Company, not to beunreasonably withheld.

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

22.           Dispute Resolution.

(a)           Except as otherwiseexpressly provided in this Agreement, the parties agree that the arbitrationprocedure set forth below shall be the sole and exclusive method for resolvingand remedying any and all disputes, controversies or claims that arise out ofor in connection with, or relate in any manner to, the rights and liabilitiesof the parties hereunder or any provision of this Agreement or theinterpretation, enforceability, performance, breach, termination or validityhereof, including this Section 22 relating to the resolution of disputes(the “Disputes”) and questions concerning arbitrability and includingany claim under any state or federal statute or common law theory governing orrelating to the employment relationship (except claims for workers compensationor unemployment benefits); provided that nothing in this Section 22shall prohibit a party hereto from instituting litigation to enforce any FinalDetermination (as defined below).  Theparties hereby acknowledge and agree that, except as otherwise provided in thisSection 22 or in the applicable rules for arbitration of businessdisputes (the “Rules”) promulgated by the American ArbitrationAssociation (the “Arbitration Service”) as in effect from timeto time, the arbitration procedures and any Final Determination hereunder shallbe governed by, and shall be enforcedpursuant to, the United States Arbitration Act, 9 U.S.C. §1 et. seq.

(b)           Except as providedelsewhere herein, in the event that any party asserts that there exists aDispute, such party shall deliver awritten notice to each other party involved therein specifying the nature ofthe 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 suchnotice of Dispute (the “Disputing Person”) may thereafter commencearbitration hereunder by delivering to each other party involved therein anotice of arbitration (a “Notice of Arbitration”).  Such Notice of Arbitration shall specify thenature of any Dispute and any other matters required by the Rules as in effectfrom time to time to be included therein. The Arbitrator shall permit and facilitate such discovery as the partiesshall reasonably request but all such discovery must be sufficiently limited inscope so as to not jeopardize the timing of the Final Determination (as definedin subparagraph (d) of this Section 22. The Company and Executive shall in good faith attempt to mutually agreeupon one arbitrator to resolve any Dispute pursuant to the procedures set forthin this Section 22 and the Rules. If the Company and Executive cannot mutually agree to an arbitratorwithin fifteen (15) days from receipt of the Notice of Arbitration, thearbitrator shall be appointed by the Arbitration Service within fifteen (15)days of being notified in writing of the Arbitration Service’s need to makesuch appointment or as soon thereafter as may be practicable.

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

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

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

23.           Executive’s Cooperation. During the Employment Period and thereafter, Executive shall cooperatewith the Company and its Subsidiaries in any internal investigation, anyadministrative, regulatory or judicial investigation or proceeding or anydispute with a third party as reasonably requested by the Company (including,without limitation, Executive being available to the Company upon reasonablenotice for interviews and factual investigations, appearing at the Company’srequest to give testimony without requiring service of a subpoena or otherlegal process, volunteering to the Company all pertinent information andturning over to the Company all relevant documents which are or may come intoExecutive’s possession, all at times and on schedules that are reasonablyconsistent with Executive’s other activities and commitments).  In the event the Company requires Executive’scooperation in accordance with this Section 23, the Company shallreimburse Executive solely for reasonable travel expenses (including lodgingand meals) upon submission of receipts unless such request requires Executiveto 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 adjustedBase Salary divided by 365*.*

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IN WITNESS WHEREOF, the parties hereto haveexecuted this Employment and Non-Competition Agreement as of the date firstwritten above.
|        | EPIQ SYSTEMS, INC.                                  |
|--------|-----------------------------------------------------|
|   |                                                |
|   | By:                                                 |    /s/ Christopher E. Olofson |   |
|   | Name: Christopher E. Olofson                        |
|   | Its: President and Chief Operating Officer          |
|   |                                                |
|   |                                                |
|   |    /s/  Lorenzo Mendizabal |   |
|   | Lorenzo Mendizabal                                  |

 

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|                          |                       | 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 withEPIQ Systems’ recent agreement with Wells Fargo, this letter confirms thearrangements that you and I have made to amend your employment agreement withEPIQ Systems dated May 20, 2005.

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

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

3.               In light of yourOctober 2005 agreement with Wells Fargo, which provides (among other things)that the employment restrictions imposed on you by the “ExistingNon-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 theEmployment Period will begin on January 2, 2006, and there will be no Phase I.

5.               If you (i) remainemployed by EPIQ Systems as of September 1, 2006 or (ii) are terminated withoutcause or resign for good reason before that time, then EPIQ Systems will payyou a bonus in the gross amount of $207,000, subject to normal deductions, tobe payable not later than September 10, 2006. This amount will be separate fromthe performance bonus opportunity discussed above.

If you are inagreement 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     |

 

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