SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

DJSP ENTERPRISES, INC.

(Name of Issuer)

Ordinary Shares, par value $.0001 per share

(Title of Class of Securities)

G7982P104

(CUSIP Number)

Daniel Eisner, Esq.

PROSKAUER ROSE LLP

1585 BroadwayNew York, NY 10036

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

December 2, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1. Name of Reporting Person: Jeffrey A. Valenty

I.R.S. Identification Nos. of above person (entities only): N/A

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) ¨

3. SEC Use Only

4. Source of Funds (See Instructions): OO

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:      United States of America

 Number of Shares Beneficially Owned by Each Reporting Person With:

7. Sole Voting Power (1): 722,668

8. Shared Voting Power: 0

9. Sole Dispositive Power: 722,668

10. Shared Dispositive Power: 0

11. Aggregate Amount Beneficially Owned by Each Reporting Person: 722,668

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

13. Percent of Class Represented by Amount in Row (11)   6.2%

14. Type of Reporting Person (See Instructions):  IN

(1) Due to the termination of the Voting Agreement described in Item 4, the Reporting Person has sole voting power of all Ordinary Shares beneficially owned by him.

 ITEM 1. SECURITY AND ISSUER

The class of equity securities to which this Schedule 13D (“Statement”) relates is Ordinary Shares, par value $.0001 per share (“Ordinary Shares”) of DJSP Enterprises, Inc., a British Virgin Islands corporation (“Issuer”).  The principal executive offices of the Issuer are located at 900 South Pine Island Road, Suite 400, Plantation, FL 33324.

The Reporting Person owns securities that are exchangeable for 722,668 Ordinary Shares on or after January 18, 2011.  Such Ordinary Shares are required to be reported on this Statement as beneficially owned by the Reporting Person because the currently held securities can be exercised into Ordinary Shares of the Issuer within 60 days from the date hereof.

On December 2, 2010, the Amended and Restated Operating Agreement of DAL Group, LLC was amended to provide that the DAL Common Units held by the Reporting Person are exchangeable for Ordinary Shares on or after January 18, 2011.  Previously, the earliest date on which such units would have been exchangeable for Ordinary Shares was February 1, 2011.

ITEM 2. IDENTITY AND BACKGROUND

(a)   Name of Person filing this Statement:

This Statement is being filed by Jeffrey A. Valenty (“Reporting Person”).

(b)   Residence or Business Address:

The business address of the Reporting Person is c/o FlatWorld Capital LLC; 220 East 42^nd Street; 29^th Floor; New York, NY  10017.

(c)   Present Principal Occupation and Employment:

Mr. Valenty’s principal occupation is Partner of FlatWorld Capital LLC, a New York-based private equity investment firm.

(d)   Criminal Convictions:

The Reporting Person has not been charged or convicted in a criminal proceeding during the last five years.

(e)   Civil Proceedings:

The Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years where such person, as result of such proceeding, was or became subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such law.

(f)   State of Incorporation/Organization/Citizenship:

Mr. Valenty is a citizen of the United States of America.  

ITEM 3.         SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

On January 15, 2010, the Issuer consummated the acquisition of a controlling interest in DAL Group, LLC (“DAL”) pursuant to a Master Acquisition Agreement (the “Acquisition Agreement”) dated as of December 10, 2009.  

On January 15, 2010, Mr. Valenty acquired 600,000 DAL Common Units and 306,667 DAL Series B Preferred Units of DAL Group, LLC as a distribution from FlatWorld DAL LLC to its members. FlatWorld DAL LLC received its interest in DAL Group, LLC in exchange for contributing a letter of intent between an affiliate and various members of the Stern Contributors (as defined and described in Item 4).

The DAL Common Units owned by Mr. Valenty are exchangeable into Ordinary Shares of the Issuer on or after January 18, 2011. The DAL Series B Preferred Units have no rights, other than to be exchanged into DAL Common Units on a one for one basis in the event that the Ordinary Shares of the Issuer achieve certain share price targets (see Item 4). Between March 2010 and May 2010, based on the Ordinary Shares of the Issuer achieving certain share price targets, 122,668 DAL Series B Preferred Units owned by Mr. Valenty automatically exchanged into DAL Common Units.

ITEM 4.         PURPOSE OF TRANSACTION

Acquisition Agreement.  On December 10, 2009, the Acquisition Agreement was entered into by and among the Issuer, DAL, Mr. David Stern (“Stern”), the Law Offices of David J. Stern, P.A., (“DJS”), Professional Title and Abstract Company of Florida, Inc. (“PTA”) and Default Services, Inc (“DSI”) (together with Stern, DJS, PTA and DSI are collectively referred to herein as the “Stern Contributors”), DJS Processing, LLC (“DJS LLC”), Professional Title and Abstract Company of Florida, LLC (“PTA LLC”), Default Servicing, LLC (“DSI LLC”), FlatWorld DAL LLC, a Delaware limited liability company (“FlatWorld”), Fortuna Capital Partners LP, a Delaware limited partnership (“Fortuna” and together with FlatWorld, the “Existing Members”), Raj K. Gupta (“Gupta”), and Jeffrey A. Valenty (“Valenty”).  The Acquisition Agreement set forth the framework pursuant to which, on January 15, 2010, (i) PTA and DSI contributed all of their assets and liabilities to PTA LLC and DSI LLC, respectively, and DJS contributed assets and certain liabilities relating to the non-legal processing portion of its operations to DJS LLC, (ii) the m embership interests of DJS LLC, PTA LLC and DSI LLC were transferred to DAL, (iii) membership interests of DAL were acquired by the Issuer and the Stern Contributors and (iv) the Consideration was paid.

Unless otherwise indicated, capitalized terms used and not defined herein have the same meaning as set forth in the Acquisition Agreement filed as an exhibit to this Statement and incorporated herein by reference.

FlatWorld Capital LLC (“FlatWorld Capital”) had entered into a letter of intent dated July 16, 2008 with the Stern Contributors, which was subsequently revised and extended on October 28, 2008 (the “Revised LOI”), to acquire the businesses transferred by the Stern Contributors in connection with the Transaction.  The Revised LOI was subsequently contributed to DAL by FlatWorld Capital.  FlatWorld Capital contacted Chardan to provide the equity financing required to complete the Transaction.  As a condition to FlatWorld Capital introducing Chardan to the Stern Contributors, FlatWorld Capital and Chardan entered into an agreement that precluded Chardan from p ursuing a transaction with the Stern Contributors without the participation of FlatWorld Capital and its affiliates.  Because of the mutual interest of FlatWorld Capital and Chardan 2008 in pursuing a transaction with the Stern Contributors, such parties agreed to conduct the Transaction with the Stern Contributors through FlatWorld Capital’s affiliate, DAL, which then held the Revised LOI.  Prior to the Transaction, DAL was owned by various affiliates of Gupta and Valenty.  Immediately prior to the Transaction, DAL was owned by FlatWorld and Fortuna, both of which were beneficially owned in their entirety by Gupta and Valenty.  DAL was a non-operating company and had never operated a business prior to the Transaction.

Prior to the Transaction, the existing members of DAL, FlatWorld and Fortuna, held (i) an aggregate of 1,500,000 DAL Common Units; and (ii) an aggregate of 766,667 DAL Series B Preferred Units. Immediately following the closing of the Transaction, Fortuna transferred its membership interest in DAL to FlatWorld; FlatWorld then immediately transferred its resulting membership interest, 60% to Nagina Partners LLC (“Nagina”) and 40% to Valenty. The DAL Common Units held by the Existing Members are exchangeable for Ordinary Shares of the Issuer on a one share per one unit basis, generally at the option of the holder, on or after January 18, 2011, subject to the terms and conditions of the Amended and Restated Operating Agreement of DAL filed as an exhibit to this Statement and incorporated herein by reference.  On December 2, 2010, the Amended and Restated Operating Agreement of DAL was amended to provide that the DAL Common Units are exchangeable for Ordinary Shares on or after January 18, 2011.  Previously, the earliest date on which such units would have been exchangeable for Ordinary Shares was February 1, 2011.

The DAL Series B Preferred Units are divided into five subclasses (Series B-1 through Series B-5).  The DAL Series B Preferred Units have no rights, other than to be converted into DAL Common Units on a one for one basis in the event that the Ordinary Shares of the Issuer achieve the price targets indicated below prior to the fifth anniversary of the closing of the Acquisition Agreement, or in the event of a change in control of DAL or the Issuer within such five-year period; any subclass of DAL Series B Preferred that has not previously converted will convert upon closing of such a transaction if the per share consideration received by holders of Ordinary Shares in the transaction equals or exceeds the price target for that subclass.   Each subclass of the DAL Series B Preferred Units will be convertible into DAL Common Units if the Ordinary Shares of the Issuer trading price achieves the following

targets for 10 out of any 30 consecutive trading days prior to the fifth anniversary of the closing of the transactions contemplated by the Acquisition Agreement:

DAL Series B Subclass	Price Target
B-1	$10.00
B-2	$12.50
B-3	$15.00
B-4	$17.50
B-5	$20.00

Between March 2010 and May 2010, based on the Ordinary Shares of the Issuer achieving share prices above $10.00 and $12.50, 122,668 DAL Series B Preferred Units owned by Mr. Valenty automatically converted into DAL Common Units.  As a result of the conversion, Mr. Valenty owns 722,668 DAL Common Units and 183,999 Series B Preferred Units (consisting of 61,333 units of each of Series B-3, Series B-4 and Series B-5). The DAL Common Units owned by Mr. Valenty are exercisable or convertible into Ordinary Shares of the Issuer on or after January 18, 2011.  Mr. Valenty has sole voting and disposition authority of the DAL Common Units and DAL Series B Preferred Units owned by him on this Statement and the Ordinary Shares of the Issuer into which his DAL Common Units are exchangeable.

The Issuer, Stern Contributors, FlatWorld, Valenty, Nagina and the Principals, who are parties to a voting agreement dated as of January 15, 2010 entered into in connection with the closing of the Acquisition Agreement (the “Voting Agreement”), have agreed to terminate the Voting Agreement. As a result, the Reporting Person has sole voting power over all Ordinary Shares that are beneficially owned by him. The Issuer is in the process of obtaining signatures on the termination agreement from a few of the Principals.

ITEM 5.          INTEREST IN SECURITIES OF THE ISSUER

(a)   Aggregate Beneficial Ownership:

As of December 2, 2010, Mr. Valenty beneficially owns or has the right to acquire the following securities of the Issuer:

Title of Security	Amount	Percentage
Ordinary Shares, par value $.0001 per share	722,668	6.2%

The percentage indicated above is based on an aggregate of 11,586,534 Ordinary Shares, including shares issuable upon the exchange of 722,668 DAL Common Units for 722,668 Ordinary Shares of the Issuer, exchangeable within 60 days, assuming 10,863,866 Ordinary Shares issued and outstanding as reported in the Issuer’s Registration Statement on Form F-1, as supplemented on September 23, 2010.

  (b)   Power to Vote and Dispose of the Issuer Shares:

Mr. Valenty has sole voting and disposition authority of the 722,668 Ordinary Shares of the Issuer into which his DAL Common Units are exchangeable. 

(c)   Transactions Effected During the Past 60 Days:

Mr. Valenty has not effected any transactions in the Ordinary Shares during the past 60 days, other than as described in this Statement.

(d)   Right of Others to Receive Dividends or Proceeds of Sale:

None.

 (e)   Date Ceased to be the Beneficial Owner of More Than Five Percent:

Not Applicable.

ITEM 6.         CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Not Applicable.

ITEM 7.         MATERIAL TO BE FILED AS EXHIBITS

7. Master Acquisition Agreement dated as of December 10, 2009, by and among David J. Stern, Law Offices of David J. Stern, Professional Title and Abstract Company of Florida, Inc., Default Servicing, Inc., Raj K. Gupta, Jeffrey A. Valenty, FlatWorld DAL LLC, Fortuna Capital Partners, LP, DJS Processing, LLC, Professional Title and Abstract Company of Florida, LLC, Default Servicing, LLC, DAL, and the Company.*

8.	Amended and Restated Operating Agreement of DAL.**
9	Termination of Voting Agreement. ***
10	First Amendment to Amended and Restated Limited Liability Company Agreement of DAL Group, LLC, dated as of January 15, 2010. ****
11	Second Amendment to Amended and Restated Limited Liability Company Agreement of DAL Group, LLC, dated as of March 23, 2010. ***
12	Third Amendment to Amended and Restated Limited Liability Company Agreement of DAL Group, LLC, dated as of May 3, 2010. ***
13	Fourth Amendment to Amended and Restated Limited Liability Company Agreement of DAL Group, LLC, dated as of July 26, 2010. ***
14	Fifth Amendment to Amended and Restated Limited Liability Company Agreement of DAL Group, LLC, dated as of October 28, 2010. ***
15	Sixth Amendment to Amended and Restated Limited Liability Company Agreement of DAL Group, LLC, dated as of November 19, 2010. ***
16	Seventh Amendment to Amended and Restated Limited Liability Company Agreement of DAL Group, LLC, dated as of December 1, 2010. ***

 * Incorporated by reference to the Issuer’s proxy statement filed under cover of Form 6-K dated December 29, 2009.

  ** Incorporated by reference to exhibits filed with the Issuer’s Shell Company Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 on Form 20-F, dated January 22, 2010.

***	Filed herewith.
****	Incorporated herein by reference to Exhibit 4.20 to the Company’s Annual Report on Form 20-F (File No. 001-34149), as filed with the Securities and Exchange Commission on April 2, 2010.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  December 2, 2010

/s/ Jeffrey A. Valenty

Jeffrey A. Valenty

EX-9

EXHIBIT 9

TERMINATION OF VOTING AGREEMENT

This Termination of Voting Agreement (the “Termination”) is made and entered into effective as of November 19, 2010, by and among David J. Stern (“Stern”), the Law Offices of David J. Stern, P.A., a professional association licensed to practice law in the State of Florida (“DJS”), Stern Holding Company – PT, Inc. (f/k/a Professional Title and Abstract Company of Florida, Inc.), a corporation organized under the laws of the State of Florida (“PTA”), Stern Holding Company – DS, Inc. (f/k/a Default Servicing, Inc.), a corporation organized under the laws of the State of Florida (“DSI”), FlatWorld DAL, LLC, a Delaware limited liability company (“FlatWorld”), Jeffrey Valenty (“Valenty”), Nagina Partners LLC, a Delaware limited liability company (“Nagina”), DJSP Enterprises, Inc. (f/k/a Chardan 2008 China Acquisition Corp.), a BVI business company organized under the laws of the British Virgin Islands, (the “Company”) and certain shareholders of the Company who are signatories hereto (the “Principals”).  Stern, DJS, PTA, DSI, FlatWorld, Valenty, Nagina, the Principals and the Company are collectively referred to herein as the “Parties.”

Recitals

A.          The Parties are parties to that certain Voting Agreement, dated as of January 15, 2010 (the “Voting Agreement”).

B.           The Parties desire to terminate the Voting Agreement, effective immediately.

C.           Pursuant to Section 4.9 of the Voting Agreement, no provision of the Voting Agreement shall be deemed waived, amended, supplemented or modified by any Party, unless such wavier, amendment, supplement or modification is in writing and signed by an authorized representative of the Party against whom it is sought to be enforced.

Therefore, the Parties agree as follows:

1.           Termination.  The Parties agree that the Voting Agreement is cancelled and terminated with no further action required by any person or entity.  None of the Parties shall have any rights or obligations as among each other with respect to the Voting Agreement or with respect to the subject matter of the Voting Agreement.

2.           Successors and Assigns.  This Termination shall (a) be binding on the Parties and their respective successors and assigns, and (b) inure to the benefit of the Parties and their respective successors and assigns.

3.           Counterparts.  This Termination may be executed in any number of counterparts (including by facsimile or electronic transmission) and by the Parties in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of this Termination by facsimile or electronic transmission shall be equally as effective as delivery of an original executed counterpart of this Termination.

1

4.           Governing Law.  This Termination shall be governed by and construed in accordance with the laws of the British Virgin Islands, without respect to its conflict of law principles.

[Signatures Appear on the Following Page]

2

IN WITNESS WHEREOF, the Parties hereto have executed this Termination as of the date first above written.

/s/ David J. Stern
David J. Stern
Dated:  November 19, 2010
Law Offices of David J. Stern, P.A.
By:	/s/ David J. Stern
	David J. Stern
	President
Dated:	November 19, 2010
Stern Holding Company – PT, Inc.
By:	/s/ David J. Stern
	David J. Stern
	President
Dated:	November 19, 2010
Stern Holding Company – DS, Inc.
By:	/s/ David J. Stern
	David J. Stern
	President
Dated:	November 19, 2010
DJSP Enterprises, Inc.
By:	/s/ Stephen J. Bernstein
	Stephen J. Bernstein
	President
Dated:	November 19, 2010

3

FlatWorld DAL, LLC
By:	FORTUNA CAPITAL PARTNERS LP, its Member
By:	FORTUNA CAPITAL CORP., its General Partner
By:	/s/ Jeffrey Valenty
Title:	President
Dated:
/s/ Jeffrey Valenty
Jeffrey Valenty
Dated:

Nagina Partners LLC
By: Nagina Engineering Investment Corp.
By	/s/ Raj Gupta
	Raj Gupta
	President
Dated:

PRINCIPALS
Kerry Propper
By:	/s/ Kerry Propper
Dated:	November 22, 2010
Steven Urbach
By:	/s/ Steven Urbach
Dated:	November 22, 2010
Jonas Grossman
By:	/s/ Jonas Grossman
Dated:	November 22, 2010

4

George Kaufman
By:	/s/ George Kaufman
Dated:	November 22, 2010
Todd Gold
By:	/s/ Todd Gold
Dated:	November 22, 2010
Jiangnan Huang
By:
Dated:
Royal Holdings
By:	/s/ Michael Walas
Dated:	November 22, 2010
Dr. Richard D. Propper
By:	/s/ Richard D. Propper
Dated:	November 22, 2010
Paula Beharry
By:	/s/ Paula Beharry
Dated:	November 22, 2010
Daniel Beharry
By:	/s/ Daniel Beharry
Dated:	November 22, 2010

5

Li Zhang
By:	/s/ Li Zhang
Dated:	November 30, 2010
Li Ping He (as custodian for Tiffany He)
By:	/s/ Li Ping He
Dated:	November 30, 2010
Li Gong
By:
Dated:
Dr. Jianjun Shi
By:
Dated:
Xiaosong Zhong
By:
Dated:
Carman Ramirez
By:	/s/ Carman Ramirez
Dated:	November 23, 2010
Edward Carter
By:
Dated:
Ida Carter
By:
Dated:

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EX-11

EXHIBIT 11

SECOND AMENDMENT TO

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

This Amendment to Amended and Restated Limited Liability Company Agreement of DAL Group, LLC (the “Amendment”) is made as of March 23, 2010 by DAL Group, LLC (the “Company”).

Background

A. The Company adopted a limited liability company agreement on March 20, 2007, and amended and restated it on May 1, 2009.  The Company adopted, and is now subject to, an Amended and Restated Limited Liability Company Agreement as of January 15, 2010 (the “Operating Agreement”).

B. The Company desires to amend Appendix C of the Operating Agreement to reflect changes to the Membership Percentages of the Members.

C. Pursuant to Section 12.1 of the Operating Agreement, amendments to Appendix C following any issuance, redemption, repurchase, reallocation or Transfer of Units in accordance with the Operating Agreement may be made by the Company with the consent of the Members holding a majority of the outstanding Series A Preferred Units (the “Series A Preferred Members”).

Now, therefore, the Company and the Series A Preferred Members hereby agree as follows.

Amendment

1.           Amendment.  Appendix C of the Operating Agreement is hereby deleted in its entirety, and the appendix set forth on Exhibit A to this Amendment is adopted as Appendix C.

2.           Miscellaneous.

(a)           Except as specifically amended by this Amendment, the Operating Agreement shall remain in full force and effect and is hereby ratified and confirmed.

(b)          This Amendment shall be construed as one with the Operating Agreement, and the Operating Agreement shall, where the context requires, be read and construed throughout so as to incorporate this Amendment.

[Signature Page Follows.]

1

The Company and the sole Series A Preferred Member have executed this Amendment to  Amended and Restated Limited Liability Company Agreement of DAL Group, LLC as of the date first above written.

THE COMPANY:
DAL GROUP, LLC
By:	/s/ David J. Stern
	David J. Stern, President
SERIES A PREFERRED MEMBER:
STERN HOLDING COMPANY – PT, INC.
By:	/s/ David J. Stern
	David J. Stern, President

2

Exhibit A

APPENDIX C

DAL GROUP, LLC

Membership Interests

Name and Addresses	Common Units		Series A Preferred Units		B1 Interests		B2 Interests		B3 Interests		B4 Interests		B5 Interests		Capital Contribution		Initial Capital Account 1
DJSP Enterprises, Inc. (“DJSP”) (formerly Chardan 2008China Acquisition Corp.) c/o Chardan Capital LLC 474 Three Mile Road Glastonbury, CT 06033 Attn:  Dan Beharry Facsimile:  (281) 644 5751 email:  dbeharry@chardancapital.com		10,663,8662		0		0		0		0		0		0	$	52,477,047
Stern Holding Company - PT, Inc. (formerly Professional Title and Abstract Company of  Florida, Inc.) 9000 South Pine Island Road Suite 400 Plantation, FL 33324 Attn:  David J. Stern, Esq. Facsimile:  (954) 648-5228 email: djstern@att.blackberry.net		1,796,666		1,666,667		0		596,666		646,667		646,667		646,667	Description of property

1 Upon the admission of the Stern Participants and DJSP (formerly Chardan), the Members agree that each Member’s initial Capital Account balance shall be equal to the value of such Member’s Units, computed as follows:  The value of the DAL Warrants and DAL Options issued to DJSP will be equal to the valuation determined for fair value accounting purposes, unless otherwise agreed to by the Members.  The Series A Preferred Units will be valued at $25 million in the aggregate.  A Common Unit will have a value equal to the cash capital contribution made by DJSP minus the value of the DAL Warrants and DAL Options issued to DJSP, divided by the number of Common Units issued to DJSP.  The value of a Series B Preferred Unit will be the same as a Common Unit.

2 Equals number of shares of DJSP Ordinary Shares outstanding.

C-1

Name and Addresses	Common Units		Series A Preferred Units		B1 Interests		B2 Interests		B3 Interests		B4 Interests		B5 Interests		Capital Contribution	Initial Capital Account 1
Jeffrey A. Valenty c/o FlatWorld Capital LLC 666 Third Avenue, 15th Floor New York, New York 10017 Facsimile:  (212) 796-4002 email: valenty@flatworldcapital.com		661,334		0		0		61,334		61,333		61,333		61,333	Description of property
Nagina Partners LLC c/o FlatWorld Capital LLC 666 Third Avenue, 15th Floor New York, New York 10017 Attn:  Raj Gupta Facsimile:  (212) 796-4002 email: rgupta@flatworldcapital.com		992,000		0		0		92,000		92,000		92,000		92,000	Description of property
Totals		14,113,866		1,666,667		0		750,000		800,000		800,000		800,000

C-2

EX-12

EXHIBIT 12

THIRD AMENDMENT TO

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

This Amendment to Amended and Restated Limited Liability Company Agreement of DAL Group, LLC (the “Amendment”) is made as of May 3, 2010 by DAL Group, LLC (the “Company”).

Background

A. The Company adopted a limited liability company agreement on March 20, 2007, and amended and restated it on May 1, 2009.  The Company adopted, and is now subject to, an Amended and Restated Limited Liability Company Agreement as of January 15, 2010, amended as of March 23, 2010 (the “Operating Agreement”).

B. The Company desires to amend Appendix C of the Operating Agreement to reflect changes to the Membership Percentages of the Members.

C. Pursuant to Section 12.1 of the Operating Agreement, amendments to Appendix C following any issuance, redemption, repurchase, reallocation or Transfer of Units in accordance with the Operating Agreement may be made by the Company with the consent of the Members holding a majority of the outstanding Series A Preferred Units (the “Series A Preferred Members”).

Now, therefore, the Company and the Series A Preferred Members hereby agree as follows.

Amendment

1.           Amendment.  Appendix C of the Operating Agreement is hereby deleted in its entirety, and the appendix set forth on Exhibit A to this Amendment is adopted as Appendix C.

2.           Miscellaneous.

(a)           Except as specifically amended by this Amendment, the Operating Agreement shall remain in full force and effect and is hereby ratified and confirmed.

(b)           This Amendment shall be construed as one with the Operating Agreement, and the Operating Agreement shall, where the context requires, be read and construed throughout so as to incorporate this Amendment.

[Signature Page Follows.]

1

The Company and the sole Series A Preferred Member have executed this Amendment to  Amended and Restated Limited Liability Company Agreement of DAL Group, LLC as of the date first above written.

THE COMPANY:
	DAL GROUP, LLC
	By:	/s/ David J. Stern
		David J. Stern, President
SERIES A PREFERRED MEMBER:
	STERN HOLDING COMPANY – PT, INC.
	By:	/s/ David J. Stern
		David J. Stern, President

2

EXHIBIT A

APPENDIX C

DAL GROUP, LLC

Membership Interests

Name and Addresses	Common Units			Series A Preferred Units		B1 Interests		B2 Interests		B3 Interests		B4 Interests		B5 Interests		Capital Contribution		Initial Capital < font style="FONT-SIZE: 7pt; FONT-FAMILY: Times New Roman">Account 1
DJSP Enterprises, Inc. (“DJSP”) (formerly Chardan 2008 China Acquisition Corp.) c/o Chardan Capital LLC 474 Three Mile Road Glastonbury, CT 06033 Attn:  Dan Beharry Facsimile:  (281) 644 5751 email:  dbeharry@chardancapital.com		10,663,866	2		0		0		0		0		0		0	$	52,477,047
Stern Holding Company - PT, Inc. (formerly Professional Title and Abstract Company of  Florida, Inc.) 9000 South Pine Island Road Suite 400 Plantation, FL 33324 Attn:  David J. Stern, Esq. Facsimile:  (954) 648-5228 email: djstern@att.blackberry.net		2,393,332			1,666,667		0		0		646,667		646,667		646,667	Description of property

1 Upon the admission of the Stern Participants and DJSP (formerly Chardan), the Members agree that each Member’s initial Capital Account balance shall be equal to the value of such Member’s Units, computed as follows:  The value of the DAL Warrants and DAL Options issued to DJSP will be equal to the valuation determined for fair value accounting purposes, unless otherwise agreed to by the Members.  The Series A Preferred Units will be valued at $25 million in the aggregate.  A Common Unit will have a value equal to the cash capital contribution made by DJSP minus the value of the DAL Warrants and DAL Options issued to DJSP, divided by the number of Common Units issued to DJSP.  The value of a Series B Preferred Unit will be the same as a Common Unit.

2 Equals number of shares of DJSP Ordinary Shares outstanding.

C-1

Name and Addresses	Common Units		Series A Preferred Units		B1 Interests		B2 Interests		B3 Interests		B4 Interests		B5 Interests		Capital Contribution	Initial Capital Account 1
Jeffrey A. Valenty c/o FlatWorld Capital LLC 666 Third Avenue, 15th Floor New York, New York 10017 Facsimile:  (212) 796-4002 email: valenty@flatworldcapital.com		722,668		0		0		0		61,333		61,333		61,333	Description of property
Nagina Partners LLC c/o FlatWorld Capital LLC 666 Third Avenue, 15th Floor New York, New York 10017 Attn:  Raj Gupta Facsimile:  (212) 796-4002 email: rgupta@flatworldcapital.com		1,084,000		0		0		0		92,000		92,000		92,000	Description of property
Totals		14,863,866		1,666,667		0		0		800,000		800,000		800,000

C-2

EX-13

EXHIBIT 13

FOURTH AMENDMENT TO

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

This Amendment to Amended and Restated Limited Liability Company Agreement of DAL Group, LLC (the “Amendment”) is made as of July 26, 2010 by DAL Group, LLC (the “Company”).

Background

A. The Company adopted a limited liability company agreement on March 20, 2007, and amended and restated it on May 1, 2009.  The Company adopted, and is now subject to, an Amended and Restated Limited Liability Company Agreement as of January 15, 2010, amended as of March 23, 2010 and as of May 3, 2010 (the “Operating Agreement”).

B. The Company has entered into a Stock Purchase Agreement (the “Purchase Agreement”) with the shareholders of Timios, Inc., dated as of the same date as this Amendment, pursuant to which the Company, upon closing of the transactions contemplated by the Purchase Agreement, would purchase all of the issued and outstanding shares of Timios, Inc.  In connection with the transactions contemplated by the Purchase Agreement, DJSP Enterprises, Inc. will contribute 200,000 ordinary shares of the Company and in exchange for such contribution, the Company desires to issue 200,000 additional Common Units to DJSP Enterprises, Inc.

C. The Company desires to amend Appendix C of the Operating Agreement to reflect DJSP Enterprises, Inc.’s ownership of an additional 200,000 Common Units of the Company and the resulting changes to the Membership Percentages of the Members.

D. Pursuant to Section 12.1 of the Operating Agreement, amendments to Appendix C following any issuance, redemption, repurchase, reallocation or Transfer of Units in accordance with the Operating Agreement may be made by the Company with the consent of the Members holding a majority of the outstanding Series A Preferred Units (the “Series A Preferred Members”).

Now, therefore, the Company and the Series A Preferred Members hereby agree as follows.

Amendment

1.           Amendment.  Appendix C of the Operating Agreement is hereby deleted in its entirety, and the appendix set forth on Exhibit A to this Amendment is adopted as Appendix C.

2.           Miscellaneous.

(a)           Except as specifically amended by this Amendment, the Operating Agreement shall remain in full force and effect and is hereby ratified and confirmed.

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(b)           This Amendment shall be construed as one with the Operating Agreement, and the Operating Agreement shall, where the context requires, be read and construed throughout so as to incorporate this Amendment.

The Company and the sole Series A Preferred Member have executed this Amendment to  Amended and Restated Limited Liability Company Agreement of DAL Group, LLC as of the date first above written.

THE COMPANY:
	DAL GROUP, LLC
By:		/s/ David J. Stern
		David J. Stern, President

SERIES A PREFERRED MEMBER:
	STERN HOLDING COMPANY – PT, INC.
	By:	/s/ David J. Stern
		David J. Stern, President

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EXHIBIT A

APPENDIX C

DAL GROUP, LLC

Membership Interests

Name and Addresses	Common Units			Series A Preferred Units		B1 Interests		B2 Interests		B3 Interests		B4 Interests		B5 Interests		Capital Contribution		Initial Capital Account 9
DJSP Enterprises, Inc. (“DJSP”) (formerly Chardan 2008 China Acquisition Corp.) c/o Chardan Capital LLC 474 Three Mile Road Glastonbury, CT 06033 Attn:  Dan Beharry Facsimile:  (281) 644 5751 email:  dbeharry@chardancapital.com		10,863,866	10		0		0		0		0		0		0	$	52,477,047
Stern Holding Company - PT, Inc. (formerly Professional Title and Abstract Company of  Florida,Inc.) 9000 South Pine Island Road Suite 400 Plantation, FL 33324 Attn:  David J. Stern, Esq. Facsimile:  (954) 648-5228 email: djstern@att.blackberry.net		2,393,332			1,666,667		0		0		646,667		646,667		646,667	Description of  property

9 Upon the admission of the Stern Participants and DJSP (formerly Chardan), the Members agree that each Member’s initial Capital Account balance shall be equal to the value of such Member’s Units, computed as follows:  The value of the DAL Warrants and DAL Options issued to DJSP will be equal to the valuation determined for fair value accounting purposes, unless otherwise agreed to by the Members.  The Series A Preferred Units will be valued at $25 million in the aggregate.  A Common Unit will have a value equal to the cash capital contribution made by DJSP minus the value of the DAL Warrants and DAL Options issued to DJSP, divided by the number of Common Units issued to DJSP.  The value of a Series B Preferred Unit will be the same as a Common Unit.

10 Equals number of shares of DJSP Ordinary Shares outstanding.

C-1

Name and Addresses	Common Units		Series A Preferred Units		B1 Interests		B2 Interests		B3 Interests		B4 Interests		B5 Interests		Capital Contribution	Initial Capital Account 9
Jeffrey A. Valenty c/o FlatWorld Capital LLC 666 Third Avenue, 15th Floor New York, New York 10017 Facsimile:  (212) 796-4002 email: valenty@flatworldcapital.com		722,668		0		0		0		61,333		61,333		61,333	Description of property
Nagina Partners LLC c/o FlatWorld Capital LLC 666 Third Avenue, 15th Floor New York, New York 10017 Attn:  Raj Gupta Facsimile:  (212) 796-4002 email: rgupta@flatworldcapital.com		1,084,000		0		0		0		92,000		92,000		92,000	Description of property
Totals		15,063,866		1,666,667		0		0		800,000		800,000		800,000

C-2

EX-14

EXHIBIT 14

FIFTH AMENDMENT TO

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

This Amendment to Amended and Restated Limited Liability Company Agreement of DAL Group, LLC (the “Amendment”) is made as of October 28, 2010 by DAL Group, LLC (the “Company”).  This Amendment will become effective upon receipt of approval by the Company and the Majority Interest Members (as defined below) (the “Effective Date”).

Background

A. The Company adopted a limited liability company agreement on March 20, 2007, and amended and restated it on May 1, 2009.  The Company adopted, and is now subject to, an Amended and Restated Limited Liability Company Agreement as of January 15, 2010, amended as of March 23, 2010, as of May 3, 2010, and as of July 26, 2010 (the “Operating Agreement”).

B. The Company desires to amend Section 6.1 and Section 6.2(b) of the Operating Agreement, to reflect new members of the initial Board of Managers of the Company and a new succession plan for vacancies on the Board of Managers.

D. Pursuant to Section 12.1 of the Operating Agreement, except as otherwise provided in the Operating Agreement, all amendments to the Operating Agreement must be approved by members holding a majority of the outstanding Common Units and a majority of the outstanding Series A Preferred Units of the Company (the “Majority Interest Members”).

Now, therefore, the Company and the Majority Interest Members hereby agree as follows.

Amendment

1.           Amendment.

(a)          Section 6.1 of the Operating Agreement shall be amended to state that from and after the Effective Date of this Amendment, the Board of Managers shall consist of four Managers.  From and after the Effective Date, the Board of Managers shall be the individuals specified below:

David J. Stern

Stephen J. Bernstein

Jerry Hutter

Juan Ruiz

(b)          The table comprising the list of alternative Managers set forth in Section 6.2(b) of the Operating Agreement is hereby deleted in its entirety, and the following table is adopted as the Managers’ alternatives:

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Manager	First Alternative	Second Alternative
David J. Stern	Nicholas Adler	Kerry Propper
Stephen J. Bernstein	Nicholas Adler	Kerry Propper
Jerry Hutter	Nicholas Adler	Kerry Propper
Juan Ruiz	Nicholas Adler	Kerry Propper

2.           Miscellaneous.

(a)           Except as specifically amended by this Amendment, the Operating Agreement shall remain in full force and effect and is hereby ratified and confirmed.

(b)           This Amendment shall be construed as one with the Operating Agreement, and the Operating Agreement shall, where the context requires, be read and construed throughout so as to incorporate this Amendment.

[Signature page follows.]

2

The Company and the Majority Interest Members have executed this Amendment to Amended and Restated Limited Liability Company Agreement of DAL Group, LLC as of the Effective Date.

THE COMPANY:			MEMBERS:
	DAL GROUP, LLC			DJSP ENTERPRISES, INC.
	By:	/s/ David J. Stern		By:	/s/ David J. Stern
		David J. Stern, President			David J. Stern, President and CEO
				STERN HOLDING COMPANY – PT, INC.
				By:	/s/ David J. Stern
					David J. Stern, President
				JEFFREY A. VALENTY
					/s/ Jeffrey A. Valenty
				NAGINA PARTNERS LLC
				By:	/s/ Raj K. Gupta
					Raj K. Gupta , President

3

EX-15

EXHIBIT 15

SIXTH AMENDMENT TO

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

This Amendment to Amended and Restated Limited Liability Company Agreement of DAL Group, LLC (the “Amendment”) is made effective as of November 19, 2010 by DAL Group, LLC (the “Company”).  This Amendment will become effective upon receipt of approval by the Company and the Majority Interest Members (as defined below) (the “Effective Date”).

Background

A. The Company adopted a limited liability company agreement on March 20, 2007, and amended and restated it on May 1, 2009.  The Company adopted, and is now subject to, an Amended and Restated Limited Liability Company Agreement as of January 15, 2010, amended as of March 23, 2010, as of May 3, 2010, as of July 26, 2010, and as of October 28, 2010 (the “Operating Agreement”).

B. The Company desires to eliminate Section 6.2 of the Operating Agreement and to amend Section 6.1 and Section 6.3 of the Operating Agreement, to reflect new members of the Board of Managers of the Company and to modify the provisions by which the Board of Managers is appointed.

D. Pursuant to Section 12.1 of the Operating Agreement, except as otherwise provided in the Operating Agreement, all amendments to the Operating Agreement must be approved by members holding a majority of the outstanding Common Units and a majority of the outstanding Series A Preferred Units of the Company (the “Majority Interest Members”).

Now, therefore, the Company and the Majority Interest Members hereby agree as follows.

Amendment

1.           Amendment.

(a)           Section 6.1 of the Operating Agreement shall be amended and restated as follows:

Board of Managers.  The business and affairs of the Company shall be managed by a Board of Managers (the “Board of Managers”). The members of the Board of Managers need not be residents of Delaware or Members of the Company.  The Board of Managers can take all actions required to conduct the business and affairs of the Company, except as provided otherwise in the Delaware Limited Liability Company Act. The Managers shall be deemed to owe the same fiduciary duties to the Members that directors of Delaware corporations owe to that corporation’s stockholders under Delaware law. Except as otherwise expressly provided in this Agreement, the Members shall not participate in the control of the Company and shall have no right, power or authority to act for on behalf of or otherwise bind, the Company

1

(b)           From and after the Effective Date, the Board of Managers shall be the individuals specified below:

Nicholas Adler

Stephen Bernstein

Jerry Hutter

Kerry Propper

Juan Ruiz,

each to serve until his successor is elected and qualified, or until his resignation, death or removal.

(c)           Section 6.2 of the Operating Agreement is hereby deleted in its entirety, and is replaced by the following: “Intentionally Omitted.”

(d)           The first sentence of Section 6.3 of the Operating Agreement is hereby deleted in its entirety, and is replaced by the following:

Board of Managers Provisions.  The following provisions shall be applicable to the Board of Managers:

(e)           Section 6.3(d) of the Operating Agreement is hereby deleted in its entirety, and is replaced by the following:

Stern Participants Nominee. For so long as the Stern Participants beneficially own Membership Interests comprising at least five (5%) percent of the outstanding Membership Interests of the Company, the Stern Participants shall have the right to appoint one Manager to the Board of Managers; provided that such appointee may not be David J. Stern.

2.           Miscellaneous.

(a)           Except as specifically amended by this Amendment, the Operating Agreement shall remain in full force and effect and is hereby ratified and confirmed.

(b)           This Amendment shall be construed as one with the Operating Agreement, and the Operating Agreement shall, where the context requires, be read and construed throughout so as to incorporate this Amendment.

[Signature page follows.]

2

The Company and the Majority Interest Members have executed this Amendment to Amended and Restated Limited Liability Company Agreement of DAL Group, LLC as of the Effective Date.

THE COMPANY:		MEMBERS:
DAL GROUP, LLC			DJSP ENTERPRISES, INC.
By:	/s/ Stephen J. Bernstein		By:	/s/ Stephen J. Bernstein
	Stephen J. Bernstein,			Stephen J. Bernstein,
	President and Chief Executive Officer			President and Chief Executive Officer
Dated: November 19, 2010			Dated: November 19, 2010
			STERN HOLDING COMPANY – PT, INC.
			By:	/s/ David J. Stern
				David J. Stern, President
			Dated: November 19, 2010
			JEFFREY A. VALENTY
			/s/ Jeffrey A. Valenty
			Dated: November 24, 2010
			NAGINA PARTNERS LLC
			By:	/s/ Raj K. Gupta
				Raj K. Gupta, President
			Dated: November ___, 2010

3

EX-16

EXHIBIT 16

SEVENTH AMENDMENT TO

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

This Amendment to Amended and Restated Limited Liability Company Agreement of DAL Group, LLC (the “Amendment”) is made effective as of December 1, 2010 by DAL Group, LLC (the “Company”).  This Amendment will become effective upon receipt of approval by the Company and the Majority Interest Members (as defined below) (the “Effective Date”).

Background

A. The Company adopted a limited liability company agreement on March 20, 2007, and amended and restated it on May 1, 2009.  The Company adopted, and is now subject to, an Amended and Restated Limited Liability Company Agreement as of January 15, 2010, amended as of March 23, 2010, as of May 3, 2010, as of July 26, 2010, as of October 28, 2010 and as of November 19, 2010 (the “Operating Agreement”).

B. The Company desires to amend the definition of “Specified Exchange Date” contained in Appendix A of the Operating Agreement.

C. Pursuant to Section 12.1 of the Operating Agreement, this amendment to the Operating Agreement must be approved by all members of the Company (the “Majority Interest Members”).

Now, therefore, the Company and the Members hereby agree as follows.

Amendment

1.           Amendment.  The definition of “Specified Exchange Date” set forth in Appendix A of the Operating Agreement shall be amended and restated as follows:

“Specified Exchange Date” means the tenth (10th) Business Day after the receipt by Chardan of a Notice of Exchange or, if later, January 18, 2011; provided, however, that the Specified Exchange Date or the closing of an Exchange, on any Specified Exchange Date, may be deferred, in Chardan’s sole and absolute discretion, for such time (but in any event not more than sixty (60) days in the aggregate after the Specified Exchange Date) as may reasonably be required to effect, as applicable, compliance with the Securities Act or other law (including, (a) state “blue sky” or other securities laws, and (b) the expiration or termination of the applicable waiting period, if any, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976).  A Notice of Exchange may be given prior to the Restriction Expiration Date.

1

2.           Miscellaneous.

(a)           Except as specifically amended by this Amendment, the Operating Agreement shall remain in full force and effect and is hereby ratified and confirmed.

(b)           This Amendment shall be construed as one with the Operating Agreement, and the Operating Agreement shall, where the context requires, be read and construed throughout so as to incorporate this Amendment.

[Signature page follows.]

2

The Company and the Members have executed this Amendment to Amended and Restated Limited Liability Company Agreement of DAL Group, LLC as of the Effective Date.

THE COMPANY:		MEMBERS:
DAL GROUP, LLC			DJSP ENTERPRISES, INC.
By:	/s/ Stephen J. Bernstein		By:	/s/ Stephen J. Bernstein
	Stephen J. Bernstein,			Stephen J. Bernstein,
	President and Chief Executive Officer			President and Chief Executive Officer
Dated: December 1, 2010			Dated: December 1, 2010
			STERN HOLDING COMPANY – PT, INC.
			By:	/s/ David J. Stern
				David J. Stern, President
			Dated: December 2, 2010
			JEFFREY A. VALENTY
			/s/ Jeffrey A. Valenty
			Dated:
			NAGINA PARTNERS LLC
			By:	/s/ Raj K. Gupta
				Raj K. Gupta, President
			Dated:

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  December 2, 2010
/s/ David J. Stern
David J. Stern
Law Offices of David J. Stern, P.A.
By:	/s/ David J. Stern
Name:	David J. Stern
Title:	President
Stern Holding Company-PT, Inc. (formerly Professional Title and Abstract Company of Florida, Inc.)
By:	/s/ David J. Stern
Name:	David J. Stern
Title:	President
Stern Holding Company-DS, Inc. (formerly Default Servicing, Inc.)
By:	/s/ David J. Stern
Name:	David J. Stern
Title:	President

4