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FIRST AMENDMENT TO NON-EQUITY PARTNER AGREEMENT This First Amendment to Non-Equity Partner Agreemeizt (the "First Amendment") is effective as of March 10, 2012 (the"Effective Date") and is between Marcum LLP, a New York limited liability partnership, ("Marcum") and Aluned Badawi, an individual ("Badawi"), and as a former partner of Marcum. RECITALS: WHEREAS, Badawi is a party to that certain Non-Equity Partner Agreement dated as of October l, 2010 (the"Non-Equity Partner Agreement")by and between Marcum and Badawi; and WHEREAS, as of March 9, 2012 Badawi voluntarily resigned as a Partner of Marcum LLP; and WHEREAS, Badawi is a principal and partner of Badawi & Associates, a California Company("B&A"); and WHEREAS, concuzrently herewith, Marcum is entering into an Asset Purchase Agreement (the "Purchase Agreement") with B&A whereby Marcum will sell, transfer, set over and assign to B&A a portion of its government accountancy practice in order to pernut B&A to provide accountancy services to certain current municipalities and government agency clients of Marcum(the"Accounts"); and WHEREAS, Marcum has agreed to lift certain restrictions imposed on Badawi under that certain Non-Equity Partner Agreement so that Badawi may perform services for B&A with respect to the Accounts; and WHEREAS, Marcum and Badawi now wish to amend the Non-Equity Partner Agreement on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained herein,the parties agree as follows. AGREEMENT: 1. Amendment to Articles VII and VIII. Marcum and Badawi hereby agree that the provisions of Articles VII and VIII shall not apply to the Accounts (as that term is defined in the Purchase Agreement). In addition the compensation to be paid to Marcum by I Badawi for performing services that are not substantially similar to those previously provided by Marcum but rather are considered to be smaller projects, shall be an amount equal to fifty percent(50%)of the subsequent twelve(12)months billing to such client by Badawi. i i � � FatsT AMatvor�[vT To NEPA I MARCI IM,LLP—KENNETH PUN I