**Exhibit10.17**

**ConfidentialTreatment Requested**

**Redactedsections marked by brackets [*   *] have been omitted pursuantto arequest for confidential treatment and have been filed separately.**

# February 7, 2006

Stephen C. HerndonSenior Vice PresidentGlobal Government Group600 Peachtree Street NEAtlanta, GA 30308

Dear Stephen:

Thisletter details the agreement between EPIQ Systems and Bank of America to extendour marketing arrangement for Chapter 7 bankruptcy products and services, andunless otherwise indicated, the terms of this letter will become effective asof the date hereof.

1.               **Modification of PreviousAgreements**. This letter modifiesand amends the Agreement for Computerized Trustee Case Management System datedNovember 22, 1993 (the “1993 Agreement”) and all other agreements between theparties in writing, with respect to the subject matter hereof, including butnot limited to this letter and those letters dated October 2, 2003, December 5,2003, and March 29, 2004, (collectively, with the 1993 Agreement, the “LetterAgreement”). If a provision of this letter conflicts or is inconsistent withany provision of any other component of the Letter Agreement, then the terms ofthis letter will be controlling. Except as modified by this letter, the termsof the 1993 Agreement and the Letter Agreements will continue in full force andeffect and will constitute our entire agreement and supersede any other prioragreements (oral or written).  Termswith initial capital letters shall have the meanings as defined in thisAgreement. The terms “party” and “parties” shall refer to EPIQ Systems and Bankof America.

2.               **Clients.**

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

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

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

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3.               **Non-Exclusive Relationship.**

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

B.             EPIQ Systems and Bank of America will be entitledto engage other banks or software providers, respectively, to provide the sameservices to its clients as provided by the other party under the LetterAgreement.

C.             [*Redacted pursuant to a request for confidentialtreatment and filed separately.*]

4.               **Products and Services**. EPIQ Systems and Bank of America agree to provideJoint Clients with products and services in accordance with the LetterAgreement and in compliance with the United States Trustee Chapter 7 Handbookand the United States Bankruptcy Code. Each party will work in good faith to make its products and servicescompetitive in the marketplace and to maintain the quality of its products andservices on an on-going basis.

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

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

7.               **Industry Conventions. **Bothparties shall remain in full compliance with U.S. Trustee and bankruptcy courtregulations pertaining to customer relationships, products and services.  If regulatory changes alter the industryenvironment in a fashion that materially affects one or both parties, then theparties shall work in good faith to negotiate an appropriate modification, ifany is warranted, to this marketing relationship.

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

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**9.****             ****Termination.**

A.           *Termination. *The Letter Agreement willremain in effect unless terminated in accordance with the provisions of thisLetter Agreement. Either party may initiate termination by providing writtennotice to the other party of such party’s intent to terminate the LetterAgreement, as amended (“Preliminary Termination Notice”); provided, howeverthat neither party shall initiate termination prior to October 1, 2006.  This termination provision only relates tothe Chapter 7 bankruptcy product of the parties, and will have no effect on anyother products, business or development that Bank of America and EPIQ Systemsmay be promoting or conducting together. The duration of the termination process will be three (3) yearsfollowing receipt of the Preliminary Termination Notice (the “DisengagementPeriod”) and will be divided into the following three phases.

[*Redacted pursuant to a request for confidentialtreatment and filed separately.*]

B.             *Dissemination of Information. *During the Disengagement Period, both parties willcooperate in the dissemination of information regarding their relationship andwill cooperate with reasonable requests of the other party regarding publicstatements, communications with Joint Clients and regulatory bodies, meetingswith interested parties, routine audit confirmations and due diligenceinquiries and other appropriate matters.

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

D.            *Applicability of all Terms and Conditions.*  During theentirety of the Disengagement Period, all terms of the Letter Agreement, asamended, will remain in full force and effect

E.              *Fees.*  During the Disengagement Period and anyextension thereof, Bank of America will continue to pay directly to EPIQSystems all fees, according to the Fee Schedule in effect at the time ofreceipt of a Conclusive Termination Notice by a party.

F.              *Termination for Cause. *Notwithstanding the provisions ofthis section 9, a party may initiate termination of the Letter Agreement uponCause Notice (defined below) to the other party if, in the good faithdetermination of the terminating party, the other party:

i.                  breaches amaterial term or condition of the Letter Agreement; or

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

G.             “Cause Notice”hereunder shall be the following:  (I)the terminating party shall send notice (the “Initial Notice”) stating thebasis for the breach as set forth in i or ii above, giving a 60 day right tocure.  (II) if the breach is not cured in60 days, the terminating party shall then give notice (the “Second Notice”) ofits intent to terminate in 60 days. (III) 60 days following the Second Notice, the Letter Agreement may beterminated by the terminating party, immediately.

**10.****      ****Intellectual Property Rights ofEPIQ Systems**.  EPIQ Systems will retain exclusive ownershipof, and all right and title, interest in and to, all its Intellectual Propertyand Bank of America will have no ownership of or right, title or interest in orto any of EPIQ Systems’ 

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IntellectualProperty. “Intellectual Property” will mean any and all tangible andintangible domestic and foreign intellectual property of every kind and natureand however designated (including, without limitation, patents, inventions,know-how, trade secrets, copyrights and copyrightable works, and trademarks),whether arising by operation of law, contract license, or otherwise andincluding, for the avoidance of doubt, software (including, without limitation,source code, object code, data, databases and documentation), design materials,data and object models.  Both partiesconfirm that the TCMS software, TCMS Web software, all updates, modificationsand enhancements thereto, and all copies of the foregoing are proprietary to EPIQSystems and title remains with EPIQ Systems. All applicable rights to patents, copyrights, trademarks and tradesecrets in the TCMS software and TCMS Web software, remain with EPIQ Systems**.**

11.         **Extraordinary Services.**  If Bank ofAmerica and EPIQ Systems agree that EPIQ Systems will provide services outsidethe ordinary course of its business, to Bank of America or a Joint Client, asupplementary fee payable by Bank of America to EPIQ Systems will be negotiatedin good faith by the parties [*Redacted pursuant to a request for confidentialtreatment and filed separately *].

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

13.         **Assignment**.  Eitherparty may assign its rights or obligations under the Letter Agreement withoutthe consent of the other party upon change in control of that party’s assets orstock; provided that such assignee shall agree, in writing, prior to suchassignment, to be bound by the terms and conditions hereof. Assignment for anyother reason requires the written consent of the other party, which may begranted or withheld at that party’s sole discretion.

14.         **Dispute Resolution.**

A.                In the event of any dispute under or relating tothis letter, the 1993 Agreement, and the Letter Agreements, including any claimbased on or arising from an alleged tort, the parties agree that such disputewill first be submitted to mediation and then, should mediation fail, tobinding and final arbitration, pursuant to the provisions of the FederalArbitration Act, 9 U.S.C. Sec. 1 et seq. (“FAA”) under the CommercialArbitration Rules of the American Arbitration Association. The parties agreethat any such mediation or arbitration will be conducted in Chicago, Illinois.The institution and maintenance of an action for judicial relief or pursuit ofa provisional or ancillary remedy will not constitute a waiver of the right ofany party to submit the controversy or claim to mediation and/or arbitration ifthe other party contests such action for judicial relief. This provision doesnot foreclose any action in aid of arbitration or for injunctive reliefin any federal court sitting in Chicago,Illinois having jurisdiction thereof (which court also will have exclusivejurisdiction over any litigation instituted under this section). Anycontroversy concerning whether an issue can be arbitrated will be determined bythe arbitrator(s). The mediator(s) and/or arbitrator(s) will give effect tostatutes of limitation in determining any claim or controversy. The partiesagree that the arbitrator(s) will have the broadest powers permitted under lawto award such damages and/or injunctive relief. The parties agree that eachwill share equally in the estimated reasonable fees and costs of the mediationand/or arbitration procedure, subject to the power of the arbitrator(s) toapportion such fees and costs as he, she or they deem appropriate. The partiesagree that the arbitrator(s) may, in his, her, or their discretion, awardattorney fees to the prevailing party. The parties agree that submission of anysuch dispute to arbitration is a condition precedent for invoking thejurisdiction of any court over the subject matter of their dispute, except for suits for injunctive relief and suits in aid ofarbitration. Judgment on the award rendered by the 

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arbitrator(s) may beentered in any federal court sitting in Illinois having jurisdiction thereof. The parties waive any claim that suchcourt does not have personal jurisdiction over them or is an inconvenientforum. The prevailing party in connection with any dispute involving a courtproceeding will be entitled to collect its costs, expenses, and reasonableattorney fees from the other party.

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

C.             The parties acknowledge that each has had theopportunity to consult with counsel of choice before signing thisAgreement, and, to the extent permitted by law, each hereby knowingly andvoluntarily, without coercion, WAIVES ALLRIGHTS TO TRIAL BY JURY of all disputes between them and instead agreesto resolve any such disputes by means of this alternate disputeresolution.  Notwithstanding theforegoing sentence, any such disputes brought in California state courts shallbe determined by judicial reference in accordance with California Code of CivilProcedure Section 638.

D.            This Section 14 will not be construed to prevent aparty from instituting, and a party is authorized to institute, litigationsolely and exclusively (i) to toll the expiration of any applicable limitationsperiod; (ii) to preserve a superior position with respect to other creditors;(iii) to seek immediate injunctive relief with respect to an infringement oralleged infringement of such party’sintellectual property rights or confidentiality rights under this Agreement; or(iv) to enforce an arbitration award under this section. Subject to theforegoing, this section will provide the exclusive procedure for resolvingdisputes under this Agreement.

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

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

16.         **Third Party Beneficiary.**  Nothingherein, with regard to any agreements, duties or obligations of the partiesshall confer on any Joint Client, any rights or privileges as a third partybeneficiary hereof.

17.         **Limitation of Liability.**  Neitherparty shall be liable to the other for any special, indirect, incidental,consequential, punitive or exemplary damages, including, but not limited to,lost profits, even if such party alleged to be liable has knowledge of thepossibility of such damages, provided, however, that the limitations set forthin this Section shall not apply to or in any way limit the indemnityobligations of a party under the Letter Agreement.

Sincerely,

/s/   Elizabeth M. Braham

Elizabeth M. Braham

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Our signatures below will indicateour acceptance of the terms of this letter, including the Exhibits hereto.
| **EPIQ SYSTEMS, INC.**                   | ** **                          | **BANK OF AMERICA, N.A.** |
|------------------------------------------|-------------------------------------|---------------------------|
| ** **                               | ** **                          | ** **                |
| By:                                      | /s/  Elizabeth  M. Braham |                      | By: |  /s/  Stephen  C. Herndon |
|                                     |                                |                      |   |   |
| Elizabeth M.  Braham                     |                                | Stephen C. Herndon        |
| Its: Executive  Vice President & CFO |                                | Its:                      | Senior Vice President |
|                                     |                                |                      | Treasury Management Sales Exec |
|                                     |                                |                      | Global Treasury Management |
|                                     |                                |                      | Global Government Group |
|                                     |                                |                      |   |
| Date: February  7, 2006                  |                                | Date: February 7, 2006    |

 

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EXHIBIT A

**Fees For February 1, 2006 through September 30, 2006**

[*Redacted pursuant to a request for confidential treatment and filedseparately.*]

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## EXHIBIT B

**Fees Effective October 1, 2006 and thereafter**

[*Redacted pursuant to a request for confidential treatment and filedseparately.*]

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