EXHIBIT 10.41(a)


 


FIRST AMENDMENT TO

AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT


 


This First Amendment to Amended and Restated Senior
Management Agreement (the “First Amendment”) is made and entered into
effective as of this 1st day of October, 2004, by and between LECG, LLC, a
California limited liability company with a business address of 2000 Powell
Street, Suite 600, Emeryville, California 94608 (“LECG”), LECG
Corporation, a Delaware corporation (“LECG Corp.”) and successor in
interest to LECG Holding Company, LLC (“Holding”) and David Kaplan (“Kaplan”).


 


RECITALS


 


A.                                   LECG,
Kaplan and Holding, the predecessor in interest to LECG’s current parent
company, LECG Corp., entered into an Amended and Restated Senior Management
Agreement dated September 29, 2003 (the “Employment Agreement”) to
provide, in part, for the terms and conditions upon which Kaplan would provide
consulting services to LECG.


 


B.                                     The
parties hereto wish to further amend the Employment Agreement to reflect
certain agreed upon terms of Kaplan’s employment with LECG.


 


NOW, THEREFORE, for good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties agree to
amend the Employment Agreement as follows:


 


1.                                      Compensation
for Consulting Services.  As a Director
providing consulting services to LECG, Kaplan is entitled to compensation in
the form of Director Earnings which consist of Fee Pass-Through Earnings.  Effective October 1, 2004 through December
31, 2004, and continuing each calendar year thereafter, for engagements brought
to LECG through Kaplan’s exclusive efforts or jointly with other experts or
staff in the firm, the Fee Pass-Through Earnings will be 90% of Kaplan’s
billing rate for each hour billed to clients and collected by LECG.


 


2.                                      Amendment
and Waiver.  Section 16.8 of the
Employment Agreement is deleted in its entirety and replaced with the
following:


 


The provisions of
this Agreement may be amended and/or waived only with the prior written consent
of LECG and Kaplan.


 


3.                                      No
Further Amendments.  Except as
set forth in this First Amendment, the Employment Agreement has not been
modified and remains in full force and effect as of the date hereof.


 


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4.                                      Counterparts.  This First Amendment may be signed in two or more
counterparts, each signed by one or more of the parties hereto so long as each
party shall sign at least one counterpart of this First Amendment, all of which
taken together shall constitute one and the same instrument.  Signatures delivered by facsimile or in
electronic file format will be treated in all respects as originals.


 


IN WITNESS WHEREOF, the parties hereto have executed
this First Amendment to Amended and Restated Senior Management Agreement
effective on the date first written above.


 


	
  LECG, LLC

  	
  LECG Corporation

  
	
  a California limited
  liability company

  	
  a Delaware corporation

  
	
   

  	
  as successor in interest to
  LECG Holding

  Company, LLC

  
	
  By:

  	
  /s/ MARVIN A. TENENBAUM

  	
   

  	
   

  
	
   

  	
  Marvin A. Tenenbaum

  	
   

  
	
  Its:

  	
  General Counsel

  	
  By:

  	
  /s/ MARVIN A. TENENBAUM

  	
   

  
	
   

  	
   

  	
  Marvin A. Tenenbaum

  
	
   

  	
  Its:

  	
  General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ DAVID
  KAPLAN

  	
   

  	
   

  
	
  David Kaplan

  	
   

  
							



 


 


In satisfaction of the requirements under Section
16.8 of the Employment Agreement, this First Amendment to Amended and Restated
Senior Management Agreement is hereby agreed to and acknowledged by: 


 


 


	
  LECG Funding Corporation

  	
   

  
	
  a Delaware Corporation,

  	
   

  
	
  as successor in interest to
  TCEP/LECG Funding Corporation

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ MARVIN A. TENENBAUM

  	
   

  	
   

  
	
   

  	
  Marvin A. Tenenbaum

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
  General Counsel

  	
   

  
				



 


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