**Exhibit 10.1****EXCHANGE AGREEMENT**This EXCHANGE AGREEMENT is entered into as of the 1st day of July, 2006 by and amongPERFORMANCE HOME BUYERS LLC, an Ohio limited liability company (“Borrower”) and KENNETH O.HUNTINGDON (“Lender”).WHEREAS, effective as of the date hereof, Borrower has purchased certain real estate from Lenderpursuant to the terms of a certain Real Estate Purchase Agreement between Borrower and Lender(“Purchase Agreement”), and in accordance with the terms of such Purchase Agreement, Borrower hasexecuted and delivered to Lender a Promissory Note with a face amount of $170,000.00 maturing July1, 2011 (“Real Estate Note”).WHEREAS, Borrower and Lender have agreed that Lender will transfer to Borrower $300,000.00 ofSubordinated Debt Units issued by Borrower, along with accrued interest of $57,312.33, in exchangefor a 6% Promissory Note with a face amount of $357,312.33 maturing on July 1, 2007 (“$357,312Note”).WHEREAS, Borrower and Lender have agreed that Lender will transfer to Borrower $200,000.00 of ClassB Preferred Units issued by Borrower, along with accrued but unpaid distributions of $78,000 inexchange for a 6% Promissory Note with a face amount of $278,000.00 maturing on July 1, 2008(“$278,000 Note”).WHEREAS, Borrower and Lender have agreed that Lender will transfer to Borrower $250,000.00 ofSubordinated Debt Units issued by Borrower, along with accrued interest of $25,451.22 in exchangefor a 6% Promissory Note with a face amount of $275,451.22 maturing on July 1, 2009 (“$275,451Note”).WHEREAS, upon consummation of the transactions contemplated by the Purchase Agreement and thisExchange Agreement, Lender will no longer own any Subordinated Debt Units or Class B PreferredUnits of Borrower, and Lender’s only interest in Borrower will be as the holder of the $170,000Note, the $357,312 Note, the $278,000 Note and the $275,451 Note (collectively, the “HuntingdonNotes”).NOW THEREFORE, in consideration of the mutual promises, agreements, representations and warrantiesset forth herein, the parties do hereby agree as follows:     1. $357,312 Note. On the date hereof: (a) Borrower shall execute and deliver the$357,312 Note to Lender; and (b) Lender shall deliver to Borrower the instruments evidencing the$300,000 of Subordinated Debt Units, but such $300,000.00 of Subordinated Debt Units shall be nulland void without further act or deed regardless of whether Lender delivers the appropriateinstruments to Borrower.     2. $278,000 Note. On the date hereof: (a) Borrower shall execute and deliver the$278,000 Note to Lender; and (b) Lender shall deliver to Borrower the instruments evidencing the$200,000.00 of Class B Preferred Units, along with accrued distributions, but such $200,000.00 ofClass B Preferred Units shall be null and void without further act or deed regardless of whetherLender delivers the appropriate instruments to Borrower.     3. $275,451 Note. On the date hereof: (a) Borrower shall execute and deliver the$275,451.22 Note to Lender; and (b) Lender shall deliver to Borrower the instruments evidencing the$50,000.00 of Subordinated Debt Units and the $200,000.00 of Subordinated Debt Units, but such$50,000.00 of Subordinated Debt Units and $200,000.00 of Subordinated Debt Units shall be null andvoid without further act or deed regardless of whether Lender delivers the appropriate instrumentsto Borrower.     4. Representations and Warranties. Lender hereby warrants and represents to Borroweras follows:          (a) The $300,000.00 of Subordinated Debt Units, $200,000.00 of Subordinated Debt Units, the$50,000.00 of Subordinated Debt Units and the $200,000.00 of Class B Preferred Units, along withaccrued interest and distributions, referred to in this Agreement are the only debt or equityinterests which Lender owns in Borrower (collectively, the “Ownership Interests”).
 

 
          (b) Lender is the sole owner of the Ownership Interests, and Lender hold such OwnershipInterests free and clear of any liens or encumbrances. Lender has not transferred or attempted totransfer such Ownership Interests to any person or entity, and there are no agreements orrestrictions which prevent the transfer of such Ownership Interests by Lender to Borrower.     5. Release By Borrower. Other than as set forth in the Purchase Agreement, the RealEstate Note, the Huntingdon Notes and this Agreement, the Borrower, on behalf of itself, and itsmembers, directors, officers, agents, affiliates, successors and assigns, hereby forever fully andfinally releases and discharges Lender, and his heirs and assigns, and any and all other personsand entities in the employ of or acting as agent for them, of and from any and all actions, causesof action, claims, demands, costs, loss of services, expenses, compensation, and any and allincidental or consequential damage of whatsoever type or nature, whether legal or equitable, whichBorrower now or may in the future claim against Lender, including but not limited to any and allclaims, demands or causes of action, arising out of, either directly or indirectly, Lender’sinvestment in or ownership of the Ownership Interests or any other any equity or debt securitiesissued by Borrower.     6. Release By Lender. Other than as set forth in the Purchase Agreement, the RealEstate Note, the Huntingdon Notes and this Agreement, Lender, on behalf of himself, and his heirs,and assigns, hereby forever fully and finally releases and discharges Borrower, and the members,directors, officers, agents, affiliates, successors and assigns of Borrower, and any and all otherpersons and entities in the employ of or acting as agent for them, of and from any and all actions,causes of action, claims, demands, costs, loss of services, expenses, compensation, and any and allincidental or consequential damage of whatsoever type or nature, whether legal or equitable, whichLender now or may in the future claim against Borrower, including but not limited to any and allclaims, demands or causes of action, arising out of, either directly or indirectly, Lender’sinvestment in or ownership of the Ownership interests or any equity or debt securities issued byBorrower.     7. Notices. Any notice required or permitted hereunder shall be made in writing anddelivered personally or sent by certified mail, postage prepaid with return receipt requested,addressed to Lender at 404 Springwood, Hot Springs, Arkansas 71913; and to Borrower at 4130 LindenAvenue, Suite 303, Dayton, Ohio 45423; or to such other address of which the parties may have givenwritten notice of to the other parties.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.         **LENDER:**   **BORROWER:**  **KENNETH O. HUNTINGDON**   **PERFORMANCE HOME BUYERS LLC**      an Ohio limited liability company  /s/ Kenneth O. Huntindon                 Kenneth O. Huntingdon            By: /s/ Peter E. Julian               Print Name: Peter E. Julian      Title: Chief Executive Officer