EX-10.35





Exhibit 10.35

NATIONAL DEFAULT EXCHANGE, LP

15000 Surveyor Boulevard, Suite 100

Addison, TX 75001

January 13, 2009


James Frappier

Barrett Daffin Frappier Turner & Engel, LLP

15000 Surveyor Boulevard, Suite 100

Addison, TX 75001


          Re:       First Amendment to Amended and Restated Services Agreement


Dear Jay:

          Reference is made to that certain Amended and Restated Services Agreement between Barrett,
Daffin Frappier Turner & Engel, LLP (the “Firm”) and National Default Exchange Holdings, LP
(“NDEx”) dated September 2, 2008 (the “Services Agreement”). The purpose of this letter is to set
forth our understandings and agreements regarding an amendment to Section 4.8 of the Services
Agreement and the inclusion of the REO Fees on Exhibit A. The amendments set forth herein have an
effective date of September 2, 2008 (the “Original Effective Date”). Capitalized terms used, but
not otherwise defined in this letter, shall have the meanings ascribed to such terms in the
Services Agreement.




	 	1.	 	As of the Original Effective Date, Section 4.8 is hereby amended to read as
follows:
	 
	 	 	 	“4.8 Annual Audit of the Firm. The Firm’s financial statements shall be
audited annually by an independent auditor in accordance with generally accepted
auditing standards and may be presented on a consolidated basis with any other
affiliated law firms that have services agreements with NDEX. The costs and expenses
of such audits shall be paid by the Firm. A copy of each such audit shall be
furnished to NDEx within 120 days after the end of the Firm’s fiscal year. For the
fiscal year ending December 31, 2008, the Firm will furnish to NDEx audited
financial statements covering the period beginning on the Effective Date through and
including December 31, 2008.”
	 
	 	2.	 	As of the Original Effective Date, Exhibit A to the Services Agreement is
amended to add two new file types and the respective per file fee to the Initial Fee
Schedule as follows:




	 	 	 	 	 	 	 
	 
	 	Type of File
	 	Per File Fee
	 	 
	 
	 	 	 	 	 	 
	 
	 	REO Closing Files Received
	 	$[***]	 	 
	 
	 	 	 	 	 	 
	 
	 	REO Deed Prep File Orders
	 	$[***]	 	 






	 	3.	 	Except as expressly amended in this First Amendment, the Services Agreement
shall remain in full force and effect in accordance with its terms.




          This First Amendment to Amended and Restated Services Agreement (the “First Amendment”) shall
be binding upon and shall inure to the benefit of the parties and their respective successors and
assigns. This First Amendment shall be governed by the laws of the state of Delaware, without
reference


PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.


 








 




to its conflict of laws principles. This First Amendment may be executed by facsimile or
email transmission and in one or more counterparts, each of which shall constitute an original and
all of which together shall constitute one instrument. The Services Agreement, as amended by this
First Amendment, contain the entire understanding of the parties with regard to the Services to be
rendered to the Firm by NDEx and supersede all prior agreements, understandings or letters of
intent with regard to that subject between the parties. This First Amendment shall not be amended,
modified or supplemented except by a written instrument signed by both parties.

          If the above terms and conditions reflect our agreement regarding the amendments to the
Services Agreement, please sign this First Amendment to Services Agreement and return a fully
executed original of it to me.



	 	 	 	 	 
	 
	 	Very truly yours,
	 	 
	 
	 	 	 	 
	 
	 	NATIONAL DEFAULT EXCHANGE, LP	 	 
	 
	 	 	 	 
	 
	 	By: National Default Exchange GP, LLC

Its: General Partner	 	 
	 
	 	 	 	 
	 
	 	/s/ Scott J. Pollei	 	 
	 
	 	 	 	 
	 
	 	By: Scott J. Pollei	 	 
	 
	 	Its Vice President, Secretary and Treasurer	 	 



AGREED AND ACCEPTED:


BARRETT DAFFIN, FRAPPIER TURNER & ENGEL, LLP


	 	 	 
	/s/ James Frappier
 

By: James Frappier
	 	  
	Its: Partner
	 	 




PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.