KELLERHALSIFERGUSON January 12, 2012 Via Email: Jeffrey Epstein c/o Darren Indyke 301 E. 66ih Street 10B New York, NY 10065 Re: Representation Litigation Dear Mr. Epstein: 9100 Havensight Port of Sale, Suite 15-16 St. Thomas, VI 00802 TEL: (340) 779-2564 PAX: 888 316-9269 Kellerhals Ferguson LLP (the "Firm") appreciates the opportunity to provide legal services to Jeffrey Epstein (the "Client") in the above entitled action. The purpose of this correspondence is to set forth our agreement as to the terms upon which the Firm has been retained. RESPONSIBILITIES The Firm will provide the legal services that, in our professional judgment, are appropriate for this matter and in accordance with applicable legal and ethical standards. You agree that you (and to the extent necessary, your employees) will be reasonably available to confer with us upon request, will provide the Firm with such documents and information as you may possess relating to the matter, will disclose all facts and circumstances of which you are aware that may bear upon the Firm's handling of the matter, will promptly pay the Firm's fees in accordance with the terms of this agreement and will otherwise assist our efforts as reasonably requested. SCOPE OF REPRESENTATION You have retained the Firm to represent you and L.$ J., LLC regarding the complaint against Nick Labros and AVLC, LLC d/b/a SOUND X in an action for breach of contract and fraud. If you ask the Firm to provide or if we determine that additional services are necessary, we may ask you to execute a new engagement letter that provides for an additional term. While our firm also engages in providing tax advice, such services, if requested by you, will be in addition to the services provided for in this agreement and the Firm is not responsible for providing such advice unless specifically engaged to do so. RETAINER It is customary for the Firm to require the payment of a retainer in undertaking a new representa