SUSMAN GODFREY L.L.P. • nrcilsinco LIMITED LIAGILITY SUITE 5100 1000 LOUISIANA STREET HOUSTON TEXAS 77002-5006 Bunt 5150 54•15 050 Sum,. 3000 544 ',con 1401 MAIn STREET 1001 AMDEPC or me 3TaS I MI TI•se AvEmLie 654 Maw. Avenue Drug 7 - 775 Los Am 746020 Stant Wasnommed 06101-3000 Hnlailliall-6434 Mils C.5557 Dim- FAX DIRECT 0 E-MAIL April 6, 2010 Jeffrey Epstein do Darren Indyke 301 East 66th Street, 10B New York, NY 10065 Re: JAMS Arbitration Against DB Zwim Dear Jeffrey: This Agreement describes the terms and conditions of the relationship between you as client and us as lawyers. Susman Godfrey L.L.P. ("SG," "we," or "us") (which includes any successor to the partnership of SG) will represent Jeffrey Epstein, Financial Trust Company, Inc., Jeepers, Inc. ("Client" or "you") in connection with claims arising out of your investment in DB Zwim Special Opportunities Fund, L.P. If this Agreement is acceptable to you, please sign and return an executed copy to me. We must receive an executed copy of this Agreement and any applicable cost deposit before we can begin this representation. SCOPE OF ENGAGEMENT Subject to the terms and conditions of this Agreement, we will represent Client on the Claims described above. Unless specifically requested by you and agreed to in writing by us, you agree that we do not represent you in any other legal matter. You also agree that we do not represent persons or entities related to Client such as corporate officers, parents, subsidiaries or affiliates unless a separate written engagement agreement exists setting forth the scope, terms and conditions of that separate representation. RATES Our fees for legal services are based on the published hourly rates in effect for each lawyer, paralegal and case assistant in our firm at the time the 1001637v1/011585 EFTA00311143