THIRD AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

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/ Xxxxx X. Xxxxx
			Xxxxx X. Xxxxx, President
	SERIES A PREFERRED MEMBER:
		XXXXX HOLDING COMPANY – PT, INC.
		By:	/s/ Xxxxx X. Xxxxx
			Xxxxx X. Xxxxx, 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 1
DJSP Enterprises, Inc. (“DJSP”) (formerly Chardan 2008 China Acquisition Corp.) c/o Chardan Capital LLC 000 Xxxxx Xxxx Xxxx Xxxxxxxxxxx, XX 00000 Attn:  Xxx Xxxxxxx Facsimile:  (000) 000 0000 email:  xxxxxxxx@xxxxxxxxxxxxxx.xxx			10,663,866	2			0				0				0				0				0				0			$	52,477,047
Xxxxx Holding Company - PT, Inc. (formerly Professional Title and Abstract Company of  Florida, Inc.) 0000 Xxxxx Xxxx Xxxxxx Xxxx Xxxxx 000 Xxxxxxxxxx, XX 00000 Attn:  Xxxxx X. Xxxxx, Esq. Facsimile:  (000) 000-0000 email: xxxxxxx@xxx.xxxxxxxxxx.xxx			2,393,332				1,666,667				0				0				646,667				646,667				646,667			Description of property

1 Upon the admission of the Xxxxx 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
Xxxxxxx X. Xxxxxxx c/o FlatWorld Capital LLC 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile:  (000) 000-0000 email: xxxxxxx@xxxxxxxxxxxxxxxx.xxx			722,668				0				0				0				61,333				61,333				61,333		Description of property
Nagina Partners LLC c/o FlatWorld Capital LLC 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:  Xxx Xxxxx Facsimile:  (000) 000-0000 email: xxxxxx@xxxxxxxxxxxxxxxx.xxx			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