kl12072_ex10-89.htm


    
      

    


    Exhibit
10.89

     

    December
31, 2008

     

    


     

    Alexander
Gordon Jardin

    1
Harborside Place, #457

    Jersey
City, NJ  07311

    


    Dear Mr.
Jardin:

    


    This letter sets forth proposals for
the amendment of your employment agreement with Franklin Credit Management
Corporation, effective as of March 1, 2006, in order to comply with the
requirements of Section 409A of the Internal Revenue Code of 1986, as
amended.

    


    
      	
               
      

            	
              1.

            	
              We
      hereby propose to amend your employment agreement by amending and
      restating the fourth sentence of Section 4(b) in its entirety as
      follows:

            


    

    


    
      	
               
      

            	
              “Employee’s
      bonus for each year will be determined and paid between January 1 and May
      1 of the following calendar year.”

            


    

    


    
      	
               
      

            	
              2.

            	
              We
      hereby propose to amend your employment agreement by amending and
      restating Section 11(c)(1) in its entirety as
  follows:

            


    

    


    “(i) FCMC
transfers the place of Employee’s employment in violation of Section 2(a) of
this Agreement and such transfer results in a material change in the geographic
location at which the employee must perform services for the
Company.”

    


    
      	
               
      

            	
              3.

            	
              We
      hereby propose to amend your employment agreement by amending and
      restating Section 11(c)(5) in its entirety as
  follows:

            


    

    


    
      	
               
      

            	
               

            	
              “(5) Employee
      is removed as CEO, President or Director of FCMC and such removal results
      in a material diminution of Employee’s authority, duties or
      responsibilities.”

            


    

    


    
      	
               
      

            	
              4.

            	
              We
      hereby propose to amend your employment agreement by adding the following
      new sentence to the end of Section
11(c):

            


    

    


    “Notwithstanding
the foregoing, the occurrence of any of the events described in (1) through (5)
above shall not constitute “good reason” unless (i) Employee gives FCMC written
notice, within ninety (90) days after Employee has knowledge of the occurrence
of any of the events described in (1) through (5) above, that such circumstances
constitute good reason, (ii) FCMC thereafter fails to cure such circumstances
within thirty (30) days after receipt of such notice and (iii) the Employee
terminates employment no later than two (2) years following the occurrence of
such circumstance.”

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
               
      

            	
              4.

            	
              We
      hereby propose to amend your employment agreement by amending and
      restating Section 12(b)(3) in its entirety as
  follows:

            


    

    


    
      	
               
      

            	
               

            	
              “(3) Additional Lump Sum
      Payment.  Employee shall be entitled to receive payment,
      in a lump sum payable six months and one day after the termination of the
      Agreement, in the following
amounts:

            


    

    


    
      	
               
      

            	
              (i)

            	
              if
      the termination occurs prior to January 1, 2007 -
  $225,000;

            


    

    
      	
               
      

            	
              (ii)

            	
              if
      the termination occurs on or after January 1, 2007 - $225,000 plus $13,542
      for each month (or partial month) of employment with FCMC after December
      31, 2006.  However, in no event shall the amount paid pursuant
      to this subsection exceed Employee’s salary as of the date of such
      termination plus an amount equal to the value of Employee’s total benefits
      for the prior twelve (12)-month period, as of the date of such
      termination.

            


    

    


    
      	
               
      

            	
              Notwithstanding
      the foregoing, no payments under this Section 12(b)(3) shall be made
      unless and until Employee has incurred a “separation from service” as
      defined under Section 409A of the Internal Revenue Code of 1986, as
      amended.”

            


    

    


    If you
agree to the foregoing, please sign where indicated below and return the signed
copy to me.  Otherwise, the agreement will continue in full force and
effect, without amendment.

    


    


                                                                    Sincerely,

     

     

                                                                    FRANKLIN CREDIT
MANAGEMENT CORPORATION

    


    


                                                                    /s/ William F.
Sullivan                      


                                                                    Name:  William
F. Sullivan

                                                                    Title:  COO

    


    AGREED
AND ACCEPTED

    


    


    


    /s/ Alexander Gordon
Jardin                                                                

    Alexander
Gordon Jardin

    


    Date:
12/31/08