EXHIBIT
      10.18

    


    FIRST
      ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT

    


    THIS
      FIRST ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT
      (“Addendum”)
      is
      entered into effective as of September 30, 2008, by and between JMC MARKETING,
      LTD, an Ohio limited liability company (“Company”),
      and
      OHIO LEGACY BANK, N.A., national bank organized under the federal laws of the
      United States (“Bank”)
      with
      reference to the following facts:

    


    WHEREAS,
      Company and Bank entered into a certain Administrative Services Agreement on
      April 28, 2008 (“Underlying
      Agreement”).

    


    WHEREAS,
      the initial term of the Underlying Agreement was scheduled to terminate on
      September 30, 2008.

    


    WHEREAS,
      Bank will agree to extend the Underlying Agreement on a month-to-month basis
      on
      the terms set forth in this Addendum.

    


    NOW,
      THEREFORE, in consideration of the mutual agreements contained in this
      Agreement, and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, and intending to be legally bound
      hereby, the parties agree as follows:

    


    1. Incorporation
      of Recitals.
      The
      above recitals contained in the “WHEREAS” clauses are hereby incorporated and
      made a part of this Addendum as if fully rewritten herein.

    


    2. Defined
      Terms.
      Capitalized terms used and not otherwise defined herein shall have the meaning
      given them in the Underlying Agreement.

    


    3. Term.
      The
      term of the Underling Agreement shall be extended on a month-to-month basis
      up
      to and including March 31, 2009 (“Extended
      Term”),
      at
      which time the Underlying Agreement shall terminate. During the Extended Term,
      the Underlying Agreement may be terminated either party as of the last day
      of
      any month upon at least thirty days prior written notice.

    


    4. Regulatory
      Compliance.
      Prior
      to funding any Mortgage Loan, Company shall deliver to Bank such documents
      or
      other things as may be reasonably requested by Bank as may be required to
      demonstrate compliance with all laws and regulations applicable to such Mortgage
      Loan.

    


    5. Customer
      Information.
      In
      addition to the confidentiality provisions in the Underlying Agreement, Company
      acknowledges and agrees that all customer information obtained in connection
      with any Mortgage Loan is the property of Bank and shall be returned to Bank
      upon termination of the Underlying Agreement as provided herein. Company agrees
      to assist Bank following the termination of the Underlying Agreement in the
      retrieval of all Confidential Information including without limitation all
      information entered or otherwise stored in Ellie May’s Encompass software in
      connection with any Mortgage Loans.

    


    6. Monthly
      Minimum.
      Section
      5 of the Underlying Agreement shall be modified by reducing the Monthly Minimum
      from “$10,000 per month” to “$0 per month.” 

    


    7. Indemnification.
      Company
      agrees to indemnify, defend, and hold Bank harmless against and in respect
      of
      any and all claims, demands, losses, costs, expenses, obligations, liabilities,
      damages, recoveries, and deficiencies, including interest, penalties, and
      reasonable attorneys’ fees (“Losses”)
      that
      Bank shall incur or suffer which arise from, result from, or relate to the
      operation or termination of the Underlying Agreement or this Addendum, including
      without limitation any Losses resulting from the termination of the employment
      of the OLB Secondary Marketing Division Employees. Company shall promptly pay
      Bank an amount equal to any such Losses upon demand.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      10.18 (continued)

    


    8. Set-off.
      Bank
      shall be entitled to set-off against any amount due from Bank to Company under
      the Underlying Agreement or this Addendum, the amount of any Losses that Bank
      shall incur or suffer which arise from,
      result from, or relate to the operation or termination of the Underlying
      Agreement or this Addendum, including without limitation any Losses resulting
      from the termination of the employment of the OLB Secondary Marketing Division
      Employees.

    


    9. Mutual
      Cooperation.
      The
      parties agree to continue to operate in good faith compliance with the
      Underlying Agreement, consistent with past practice, so as to facilitate the
      orderly termination of the Underlying Agreement and to take such other
      reasonable action as may be necessary to carry into effect the intent of this
      Addendum. All notices to third parties, OLB Secondary Marketing Division
      Employees, and all other publicity concerning the termination of the Underlying
      Agreement shall be jointly planned and coordinated by and between Company and
      Bank, and their respective legal counsel. 

    


    10. Supersession
      of Inconsistent Provisions; Ratification.
      This
      Addendum shall supersede the provisions of the Underlying Agreement to the
      extent those provisions are inconsistent with the provisions of this Addendum.
      In all other respects, the Underlying Agreement is hereby ratified in
      full.

    


    IN
      WITNESS WHEREOF,
      the
      parties have executed this Agreement effective as of the date set forth
      above.

    


    
      	 	
              OHIO
                LEGACY BANK, N.A.

            
	 	 
	 	 
	 	
              By:
                

            	
               /s/
                D. Michael Kramer

            
	 	
              D.
                Michael Kramer, President and 

            
	 	
              Chief
                Executive Officer

            
	 	 
	 	 
	 	
              JMC
                MARKETING.
                LTD.

            
	 	 
	 	 
	 	
              By:

            	
               /s/
                James A. Hinkle

            
	 	
              James
                A. Hinkle, President and 

            
	 	
              Chief
                Executive Officer