f20f0310ex4xviii_djsp.htm


     

    Exhibit 4.18

    
      


       

      FACILITIES SHARING
AGREEMENT

       

       

      THIS
FACILITIES SHARING AGREEMENT (this “Agreement”) is
entered into as of January 15, 2010 (the “Effective Date”) by
and between LAW OFFICES OF DAVID J. STERN, P.A., a professional association
licensed to practice law in the State of Florida (“Firm”), and DJS
PROCESSING, LLC, a Delaware limited liability company (the “Company”) (each of
Firm and the Company, a “Party”; together, the
“Parties”).

       

      RECITALS:                      

       

      A. Pursuant
to that certain Office Lease Agreement dated May 16, 2007 (the “Original Lease”), by
and between Teachers Insurance and Annuity Association of America, a New York
corporation (“Landlord”), as
landlord, and Firm, as tenant, as amended by that certain (i) Amended and
Restated First Amendment to Office Lease Agreement dated November 27, 2007 by
and between Landlord and Firm, (ii) Second Amendment to Office Lease Agreement
dated December 26, 2007 by and between Landlord and Firm, (iii) Third Amendment
to Office Lease Agreement dated February 15, 2008 by and between landlord and
Firm, (iv) Fourth Amendment to Office Lease Agreement dated June 3, 2008 by and
between Landlord and Firm, (v) Fifth Amendment to Lease dated January 23, 2009
by and between Landlord and Firm, and (vi) Sixth Amendment to Lease dated June
24, 2009 by and between Landlord and Firm (the Original Lease, as amended, the
“Lease”), Firm
leased from Landlord certain premises in the building commonly known as Royal
Palm II at Southpointe located at 900 South Pine Island Road, Plantation,
Florida (the “Building”),
consisting of Suites 400, 500, 600, 710 and 800 (under construction) of the
Building, and temporary space located in the building commonly known as Royal
Palm I at Southpointe consisting of Suites 450, 500 and 510 (collectively, the
“Premises”).

       

      B. The
Company succeeded to the interest of Firm under the
Lease.  

       

      C. The Firm
has equipped the Premises with office furniture and related office equipment
(the “Equipment”) for the
purpose of operating its business.

       

      D. Pursuant
to that certain DJS Processing Contribution Agreement, by and between Firm and
the Company, dated as of even date herewith (the “LLC Contribution
Agreement”), Firm has assigned, transferred and conveyed to the Company
certain Contributed Property as defined in the Contribution
Agreement.  The Company shall use said Contributed Property, in part,
for the purpose of providing to Firm paraprofessional services and support
services relating to the conduct and business of mortgage foreclosure and
processing and other legal services provided by Firm.

       

      E. Firm
desires to share the Company’s Premises and Equipment for use by Firm’s
personnel.

       

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

       

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      A. CO-LOCATION
AND FACILITY SHARING

       

      ARTICLE
I.   Use and Occupancy; Shared
Facilities.

       

      
        	
                1.1  

              	
                Subject
      to the terms, covenants, and conditions of this Agreement, during the Term
      (as such term is hereinafter defined) the Company shall make available to
      Firm (i) certain equipped and furnished office space at the Premises
      consisting of the office space in use and equipped and furnished as of the
      Effective Date (as defined below) by the Retained Employees (as defined in
      the LLC Contribution Agreement) and as more specifically described in
      Exhibit
      “A” attached hereto, (ii) certain file storage space at the
      Premises as more specifically described in Exhibit “A”
      attached hereto, (iii) the common areas in the Premises including the
      reception area, lavatories, library, kitchen, internal stairs, lunch room
      and conference rooms, (iv) one (1) parking space for each employee of
      Firm, (v) general office supplies, and (vi) administrative and support
      services necessary for Firm to conduct Firm’s business at the Premises
      including, but not limited to, a telephone system providing telephone
      extensions and facsimile numbers to each Retained Employee (including any
      existing dedicated facsimile numbers), other facsimile, photocopying,
      printing, computer hardware and software systems, office supplies;
      computer hardware and software systems consistent with those used by the
      Company for its own operations; information technology support services,
      including data storage, email and website hosting; postage; receptionist;
      secretarial support; human resources department support services;
      messenger services; on-site and off-site document storage; and accounting
      services including billing, collection and preparation of financial
      statements, and tax filings (although Firm will engage a third party to
      prepare its federal, state and local income tax returns) (collectively,
      the “Shared
      Facilities”).

              


      

       

      
        	
                1.2  

              	
                Firm
      shall use the Shared Facilities exclusively for administrative and
      executive offices in connection with providing legal services, all in
      compliance with the Lease.

              


      

       

      
        	
                1.3  

              	
                The
      Shared Facilities made available to the Firm by the Company shall be
      consistent with those heretofore provided by the Company to the Company’s
      employees and/or heretofore used by the Company in connection with the
      Company’s operations.  Firm shall coordinate its needs and
      requirements with a person designated by the
  Company.

              


      

       

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

       

      
        	
                1.4  

              	
                Firm
      shall accept the Shared Facilities in their current “as-is” condition on
      the Effective Date and, except as otherwise expressly provided herein to
      the contrary, the Company shall have no obligation to perform any work,
      supply any materials or make any installations in order to prepare the
      Shared Facilities for Firm’s use or to contribute to the cost
      thereof.  Subject to Section B-Article
      IV, the Company shall be responsible for the maintenance, repair,
      upgrade and replacement of the Shared Facilities as reasonably necessary
      for Firm to conduct Firm’s business at the Premises and consistent with
      the standard of maintenance, repair, upgrade and replacement conducted by
      the Company in connection with the Company’s operations; provided,
      however, that the Company shall not be responsible for any maintenance,
      repair, upgrade and/or replacement of the Shared Facilities that Landlord
      is obligated to perform pursuant to the terms of the
  Lease.

              


      

       

      ARTICLE
II.   Expansion of Premises; New
Premises.

       

      
        	
                2.1  

              	
                 In
      the event that Firm requires additional space to conduct its operations as
      a result of an increase in the personnel of Firm, the Company shall make
      available to Firm at the Premises an additional equipped and furnished
      office for each additional attorney and an additional equipped and
      furnished cubicle for each additional other staff added by Firm (and
      comparable hardware and software systems and telecommunications equipment
      as provided to Firm’s other attorneys and staff), if space at the Premises
      is, in the Company’s reasonable discretion, available for such additional
      facilities.  If space at the Premises is not available for such
      additional facilities (as reasonably determined by the Company), then the
      Company shall use commercially reasonable efforts to make available to
      Firm such additional facilities at other premises leased or owned by the
      Company in the general vicinity of the Premises.  This Agreement
      and Exhibit
      “A” will be amended to the extent necessary to reflect any such
      expansion of the Shared Facilities including a reasonable increase to the
      Occupancy Fee (as such term is hereinafter defined), but will otherwise
      remain unchanged.

              


      

       

      
        	
                2.2  

              	
                In
      the event that the Company shall move its offices from the Premises to
      other premises leased or owned by the Company in the general vicinity of
      the Premises (the “New Premises”),
      the Company shall provide Firm with facilities in the New Premises
      reasonably comparable to the Shared Facilities made available to Firm at
      the Premises.  This Agreement and Exhibit “A”
      will be amended to reflect any such change in the Premises, but will
      otherwise remain unchanged.  The term “Lease” as used in this
      Agreement shall include any lease for the New
  Premises.

              


      

       

      ARTICLE
III.   Access and Service
Level. Firm
shall have access to the Shared Facilities to the extent available to the
Company on the basis of the prevailing situation and existing
facilities.  Services such as maintenance, cleaning, repairs, water,
gas, heating, air conditioning, electricity, security, telephone links and other
utilities and services relating to the Premises will all be made available to
Firm to the same extent that such services are then contracted by Company or
otherwise made available to the Company pursuant to the terms of the
Lease.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

       

      ARTICLE
IV.   Separation.  To
the extent necessary to comply with any reasonable client requirements and
applicable laws, including any statute, law, ordinance, regulation, requirement,
order or rule of any federal, state, local government or other governmental
agency or body or of any other type of regulatory body, or any governmental or
administrative interpretation of any thereof, including, without limitation, any
and all federal, state and local laws, ethical standards and rules of
professional conduct governing the legal profession, including, without
limitation, the applicable state bar acts and the rules of professional conduct
for attorneys practicing in the State of Florida, the Shared Facilities shall be
subject to the implementation of adequate security arrangements to be agreed
upon by the Parties in order to protect and maintain the confidentiality of
Firm’s and the Company’s confidential information, documents and business
activities, to be implemented at the Company’s sole expense.

       

      ARTICLE
V.   Alterations.  Firm
shall not make any changes, modifications or alterations to the Premises,
including, without limitation, the building of walls, partitions, drop ceilings,
or the installing of any lighting or electrical distribution equipment, without
the prior written consent of (i) the Company (which shall be given or withheld
by the Company in accordance with the terms of the Lease) and (ii) Landlord (to
the extent that Landlord’s consent for such alterations is required under the
Lease).

       

      ARTICLE
VI.   Insurance.  Firm
and the Company each agree, at each Party’s own cost and expense, to maintain
commercial general liability insurance with limits of not less than $1 Million
for injury to or death of one or more persons in any one occurrence and $2
Million in the aggregate, and $1 Million for damage or destruction to property
in any one occurrence.  Firm and the Company further agree that each
will include the other party as an additional insured.

       

      ARTICLE
VII.   Waiver of
Subrogation.  Firm and the Company shall each include in each
of its insurance policies insuring Firm’s and the Company’s property against
damage or destruction a waiver of the insurer’s right of subrogation against the
other Party during the Term or, if such waiver should be unobtainable or
unenforceable, (i) an express agreement that such policy shall not be
invalidated if the assured waives the right of recovery against any Party
responsible for any damage or destruction covered by the policy before the
damage or destruction or (ii) any other form of permission for the release of
the other Party.  Each Party hereby releases the other Party with
respect to any claim (including a claim for negligence) which it might otherwise
have against the other Party for loss, damage or destruction with respect to its
property occurring during the Term to the extent to which it is insured under a
policy or policies containing a waiver of subrogation or permission to release
liability.

       

      


      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      B. FEE

       

      ARTICLE
I.   Occupancy and Usage
Fee.  Firm shall pay to the Company a monthly fee for
the  use and occupancy of the Shared Facilities in the amount of
Forty-One Thousand Five Hundred Eighty-Three and 27/100 ($41,583.27) Dollars
(the “Occupancy
Fee”), with an annual increase in the Occupancy Fee equal to five percent
(5%), effective on the first day of June of each year through May 31, 2016 (the
“Occupancy Fee
Escalator Period”).  Following the Occupancy Fee Escalator
Period, the Occupancy Fee will be adjusted annually to reflect the actual cost
of the total office space then occupied by Firm, calculated by the square
footage used by Firm divided by the total office space comprising the Premises
(excluding any common areas used by Firm).  The Occupancy Fee shall be
paid in advance on or before the first day of each calendar month without notice
or demand or any set off or deduction whatsoever.  If not paid within
ten (10) days following the due date, then Firm shall pay, on demand, interest
on such overdue Occupancy Fee calculated from the date such payment was due
until the date the same is actually received by the Company at the prime rate as
published in The Wall Street Journal, Eastern Edition in effect at the time of
such payment plus 2% per annum (the “Default
Rate”).  Interest payable under this Section B-I shall be
calculated daily on the basis of a year of 365 days and the actual number of
days elapsed and compounded monthly, from the relevant date when payment was due
through the date of payment; provided that such interest rate will not exceed
the maximum rate permitted by applicable law.  Such interest is not
payable as a penalty, but is imposed to partially to defray the Company’s costs
in connection with the late payment of overdue Occupancy Fee.

       

      ARTICLE
II.   Other
Services.  In addition to the Occupancy Fee, Firm shall bear
one hundred percent (100%) of any separate or extra cost or expense under the
Lease attributable to Firm’s use and occupancy of the Shared Facilities and
requested by Firm (such as, but not limited to, additional cleaning and
after-hours services).  Firm shall pay the Company such amounts within
ten (10) days after written demand therefor from Licensor, unless the
corresponding payment due from the Company to Landlord pursuant to the Lease is
due sooner, in which case Firm shall make said payment to the Company
immediately upon demand.

       

      ARTICLE
III.   Term and
Commencement.  The term of this Agreement shall commence on the
later of (i) the Effective Date of this Agreement, or (ii) the date that
Landlord provides its written consent to Firm’s use of the Premises pursuant to
this Agreement, and shall be co-terminous with that certain Services Agreement
(the “Services
Agreement”) by and between Firm and the Company, dated of even date
herewith (the “Initial
Term”); provided that the Company shall continue to provide the Shared
Facilities to Firm until the earlier of (i) six (6) months from the effective
date of the termination of the Services Agreement if the Company is terminating
the Services Agreement for a non-monetary breach by Firm or due to an inability
to increase the Service Fee (as defined in the Services Agreement as provided in
Article VII of the Services Agreement), or (ii) the date that Firm is able to
engage alternative such services and facilities (the “Extended Term”) (the
Initial Term and the Extended Term collectively shall be referred to as the
“Term”), unless
this Agreement is earlier terminated by the Company pursuant to the provisions
of Section C - Article
I – Section 1.1.

       

      ARTICLE
IV.   Reimbursement.  Firm
agrees to reimburse the Company for all reasonable repair and/or restoration
costs associated with damage or destruction to the Building and the Shared
Facilities or other property of the Company caused by Firm, its personnel,
agents, suppliers, contractors or visitors, including as a consequence of any
removal of equipment or other property installed in the Shared Facilities or the
Premises.  Such reimbursement shall be made within thirty (30) days of
the Company’s request for same.

       

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

       

      C. GENERAL
PROVISIONS

       

      ARTICLE
I.   Default.

       

      
        	
                1.1  

              	
                Should
      Firm default in failing to pay any
      installment of the Occupancy Fee or any other sum due and payable by Firm
      pursuant to the terms of this Agreement, as and when due, and such default
      continues for a period of ten (10) days after written notice of such default is given
      by the Company to Firm, then the Company may terminate this Agreement upon
      written notice to Firm, and pursue all other available remedies at law and
      in equity, all of which shall be cumulative.  Should Firm
      default in observing any other terms or conditions of this Agreement,
      excluding the payment of the Occupancy Fee or any other sum due and
      payable by Firm pursuant to the terms of this Agreement, and such default
      continues for a period of (i) ten (10) days for defaults under the Lease;
      or (ii) one hundred twenty (120) days for any other non-monetary default
      under this Agreement, after written notice thereof is given to Firm, then
      the Company may terminate this Agreement upon written notice to Firm, and
      pursue all other available remedies at law, in equity and under this
      Agreement, all of which shall be cumulative.  Should Firm
      default in observing any of the terms or conditions of this Agreement, (i)
      the Company may, but shall not be obligated to, cure such default at
      Firm’s expense and recover the costs incurred by the Company in connection
      therewith as damages, and (ii) Firm shall pay to the Company all cost,
      loss, damage, liability or expense (including, without limitation,
      reasonable attorneys’ fees) incurred by the Company in connection
      therewith.  The provisions of this Section C – Article I
      – Section 1.1 shall survive the expiration or termination of this
      Agreement.

              


      

       

      
        	
                1.2  

              	
                Should
      the Company default in performing its
      material obligations under this Agreement, and such default continues for
      a period of one hundred twenty (120) days after written notice of
      such default
      is given by Firm to the Company, then Firm may terminate this Agreement
      upon written notice to the Company, and pursue all other available
      remedies at law and in equity, all of which shall be cumulative, except
      that the Company must provide the Shared Facilities for the Extended Term
      to the extent provided in Section B – Article
      III above.

              


      

       

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      3.2.           Relationship to
Lease.  This Agreement and all of Firm’s rights hereunder are
expressly subject and subordinate to all of the terms of the
Lease.  In the event of any conflict between the terms of the Lease
and the terms of this Agreement, the terms of this Agreement shall govern and
control as between Firm and the Company.  Firm agrees to perform all
obligations of the Company under the Lease (as tenant under the Lease) during
the Term to the extent relating to the Shared Facilities except (i) with respect
to the payment of Base Rental or Base Rent (as such terms are defined in Section 1.5 of the
Original Lease); (ii) with respect to Additional Rental or Additional Rent (as
such terms are defined in Section 1.6 of the
Original Lease); and, (iii) with respect to the payment of the Security Deposit
(as such term is defined in Section 1.11 of the
Original Lease), electricity charges and real estate tax and operating expenses
escalations required to be paid by the Company under the Lease.  This
Agreement is not to be construed as in any way granting to Firm any interest in
the Premises.  This Agreement merely grants to Firm the right to enter
upon and use the Shared Facilities in accordance with the terms hereof and shall
not be deemed to grant to Firm a leasehold or other real property interest in
all or any portion of the Premises.

       

      3.3.           Valid Right to
Occupy.  Subject to the terms, conditions and any required
consent of the Landlord under the Lease, this Agreement is valid and enforceable
in accordance with its terms.

       

      D. INDEMNITIES

       

      ARTICLE
I.   Firm’s Indemnities of the
Company.

       

      
        	
                1.1  

              	
                Firm
      shall not do, permit or tolerate anything to be done in, or in connection
      with its use or occupancy of, the Shared Facilities, which would violate
      any covenants or agreements in the Lease or any other agreement to which
      the Company is a party relating to the Shared Facilities.  Firm
      shall indemnify and hold harmless the Company and its affiliates,
      shareholders, officers, directors, employees and agents from and against
      any loss, liability, claim, cost or expense (including reasonable
      attorneys’ fees) incurred by the Company and its affiliates, shareholders,
      officers, directors, employees and agents arising out of Firm’s activity,
      work, use or occupancy of the Premises and/or Shared Facilities, or thing
      done, permitted or suffered by Firm or any of its agents, contractors or
      employees in connection with such use or occupancy of the Shared
      Facilities, including but not limited to any damage to person or
      property.

              


      

       

      
        	
                1.2  

              	
                The
      Company shall be under no liability to Firm and Firm hereby, releases and
      discharges the Company from any and all loss, cost, expense, damage
      (whether direct, special, incidental, consequential or punitive, including
      with respect to lost business or profits), and liability (and waives any
      claim therefor) arising from or relating to any discontinuance of or
      failure to provide any utility or building service, the failure by
      Landlord or any other third party to take any action or refrain from
      taking any action under the Lease or otherwise, or any harm or damage
      whatsoever to person or property, except to the extent caused by the
      Company’s negligence, willful misconduct or breach of the
      Lease.

              


      

       

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

       

      
        	
                1.3  

              	
                If
      Firm holds over in all or any portion of the Premises, beyond the
      expiration or earlier termination of the Term, and such holding over
      results in any costs, claims, damages, fees (including, without
      limitation, reasonable attorneys’ fees), expenses, or liabilities to the
      Company, including, without limitation, any sums the Company may be
      required to pay pursuant to Section 27 of
      the Original Lease, then, Firm shall defend, indemnify, and hold the
      Company harmless from and against any and all such costs, claims, damages,
      fees, expenses and liabilities.

              


      

       

      
        	
                1.4  

              	
                The
      provisions of this Section D – Article
      I shall survive the expiration or earlier termination of this
      Agreement.

              


      

       

      ARTICLE
II.   The Company’s Indemnity of
Firm.  The Company shall not do, permit or tolerate anything to
be done in, or in connection with its use or occupancy of, the Shared Facilities
which would violate any covenants or agreements in the Lease.  The
Company shall indemnify and hold harmless Firm and its affiliates, shareholders,
officers, directors, employees and agents from and against any loss, liability,
claim, cost or expense (including reasonable attorneys’ fees) incurred by Firm
and its affiliates, shareholders, officers, directors, employees and agents
arising out of the Company’s activity, work, use or occupancy of the Premises
and/or Shared Facilities, or thing done, permitted or suffered by the Company,
or any of its agents, contractors or employees in connection with such use or
occupancy of the Shared Facilities, including but not limited to any damage to
person or property.  The provisions of this Section D – Article
II shall survive the expiration or earlier termination of this
Agreement.

       

      E. MISCELLANEOUS
PROVISIONS

       

      ARTICLE
I.   Notices. Any notice,
demand, approval, consent or communication required, permitted, or desired to be
given hereunder, will be in writing and will be served on the Parties at the
following respective addresses:

      


      
        	
                If
      to Firm:

              	
                Law
      Offices of David J. Stern, P.A.

                900
      S. Pine Island Road

                Suite
      400

                Plantation,
      Florida  33324

                ATTN:  David
      J. Stern

                Facsimile:
      954-233-8444

              
	 
      	 
      
	
                If
      to the Company:

              	
                DJS
      Processing, LLC

                900
      S. Pine Island Road

                Suite
      400

                Plantation,
      Florida  33324

                ATTN:  David
      J. Stern

                Facsimile:
      954-233-8444

              


      

       

      or such
other address, or to the attention of such other person or officer, as any Party
may by written notice designate.  Any notice, demand, or communication
required, permitted, or desired to be given hereunder will be sent either by
hand delivery, by prepaid certified or registered mail, return receipt
requested, postage prepaid in the United States Mail, by a nationally recognized
overnight courier, or via facsimile or other electronic transmission (including
transmission in portable document format by electronic mail).  If any
notice, demand or communication is sent by facsimile or electronic mail
transmission, an original  must be simultaneously sent by one of the
foregoing mail or courier methods.  All such notices, demands or
communications shall be deemed to have been received (i) if by personal
delivery, facsimile machine or other electronic transmission (including
transmission in portable document format by electronic mail), on the date after
such delivery, (ii) if by certified or registered mail, on the third business
day after the mailing thereof or (iii) if by next-day or overnight courier or
delivery, on the date of such delivery.

       

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      ARTICLE
II.   Assignment.  This
Agreement and all of the provisions hereof shall be binding upon and inure to
the benefit of each of the Parties hereto and their respective successors and
permitted assigns.  Neither this Agreement nor any rights, benefits or
obligations set forth herein may be assigned by any party, except that (a) Firm
or the Company may assign this Agreement and any of the provisions hereof
without the written consent of the other to (i) a successor by way of merger,
consolidation, reorganization, stock sale, or by way of a sale of all or
substantially all of its assets where the transferee, assignee or successor in
such asset sale agrees in writing to be fully bound by all of the provisions of
this Agreement or (ii) to any lender as a collateral assignment for security
purposes.  Any purported assignment in violation of this Section 5.2 will be
void.  Firm shall not permit any third-party (other than employees and
personnel of Firm) to occupy the Shared Facilities.

       

      ARTICLE
III.   Enforcement.  In
the event either Party 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.

       

      ARTICLE
IV.   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 action, suit 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).

       

      ARTICLE
V.   No Third Party
Beneficiaries.  This Agreement does not create, and will not be
construed as creating, any rights enforceable by any person not a Party to this
Agreement.

       

      ARTICLE
VI.   Severability of
Provisions.  The Parties hereto have negotiated and prepared
the terms of this Agreement in good faith with the intent that each and every
one of the terms, covenants and conditions herein be binding upon and inure to
the benefit of the respective Parties.  Accordingly, 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 is 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 Agreement or their
application to other persons or circumstances will not be affected thereby and
will be valid and enforced 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.  Neither
Party shall claim or assert illegality as a defense to the enforcement of this
Agreement or any provision hereof; instead, any such purported illegality shall
be resolved pursuant to this Article
VI.

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

       

      ARTICLE
VII.   No
Broker.  Firm represents and warrants to the Company that Firm
has dealt with no broker, agent or finder in connection with this Agreement for
which the Company shall have any liability or obligation with respect to a
leasing or brokerage commission.  Firm shall indemnify, and hold the
Company harmless from and against any claim for commission or other compensation
in connection with this Agreement made against the Company by any broker, agent
or finder with whom Firm has dealt, or is claimed to have dealt, in connection
with this Agreement, and all costs, expenses and liabilities in connection
therewith, including reasonable attorneys’ fees and disbursements incurred by
the Company in the defense of any such claim.  This Article VII shall
survive the expiration or earlier termination of this Agreement.

       

      ARTICLE
VIII.   Construction.

       

      
        	
                8.1  

              	
                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.

              


      

       

      
        	
                8.2  

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

              


      

       

      
        	
                8.3  

              	
                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.

              


      

       

      
        	
                8.4  

              	
                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.

              


      

       

      
        	
                8.5  

              	
                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.

              


      

       

      
        	
                8.6  

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

              


      

       

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

       

      
        	
                8.7  

              	
                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 either Party, regardless of which Party may have drafted this
      Agreement or any specific
provision.

              


      

       

      ARTICLE
IX.   Entire Agreement;
Amendment.  Except for the Services Agreement and the LLC
Contribution Agreement or any other agreement entered into in connection
herewith, with respect to the subject matter of this Agreement, this Agreement
supersedes all previous contracts and constitutes the entire agreement between
the Parties.  No prior oral statements or contemporaneous negotiations
or understandings or prior written material not specifically incorporated herein
will be of any force and effect, and no changes in or additions to this
Agreement will be recognized unless incorporated herein by amendment as provided
herein, such amendment(s) to become effective on the date stipulated in such
amendment(s).  No provision of this Agreement shall be deemed waived,
amended, supplemented or modified by any Party, unless such waiver, amendment,
supplement or modification is in writing and signed by an authorized
representative of the Party against whom it is sought to enforce such waiver,
amendment, supplement or modification.  The Parties specifically
acknowledge that, in entering into and executing this Agreement, the Parties
rely solely upon the representations and agreements contained in this Agreement
and no others.

       

      ARTICLE
X.   Counterparts;
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.

       

      ARTICLE
XI.   WAIVER OF
JURY TRIAL.  THE PARTIES HERETO SHALL AND THEY
HEREBY DO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT
BY EITHER OF THE PARTIES IN ANY MANNER CONNECTED WITH THIS AGREEMENT, AND/OR ANY
CLAIM OF INJURY OR DAMAGE.

       

      [Remainder
intentionally left blank; Signature page follows.]

       

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

       

      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed the day and year first above written.

       

      LAW OFFICES OF DAVID J. STERN,
P.A., 

      a
professional association licensed to practice law in the State of
Florida

       

      By:                                                            
    

      David J.
Stern

      President

       

       

      DJS PROCESSING, LLC,


      a
Delaware limited liability company

       

      By:                                                             
      

      David J.
Stern

      President

       

      


      
        
           

        

        
          12

          
            

          

        

        
           

        

      

      


       

      EXHIBIT
“A”

       

      Firm Space
Requirements

       

      The
Company shall provide the following office space to Firm, consisting of the
office space used at the Effective Date by the Retained Employees (as defined in
the LLC Contribution Agreement):

       

      1.     David
J. Stern’s executive office;

       

      2.     120
attorney offices;

       

      3.     0
cubicles; and

       

      4.    
0 square feet of file storage space.

       

      This
Exhibit “A”
shall be amended from time to time by the Parties to reflect any changes in the
Shared Facilities pursuant to Section A – Article
II of this Agreement.

      


      


      


      


      


      


      


      


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