OHIO
      LEGACY CORP

    


    Exhibit
      10.15

    LOAN
      PROCESSING AGREEMENT

    


    THIS
      LOAN
      PROCESSING AGREEMENT is made and entered into this 28th day in the month of
      April for the year 2008, by and between OHIO
      LEGACY BANK,
      a U.S.
      company hereinafter referred to as “OLB” and Midwest Mortgage Processing, LLC
      hereinafter referred to as “MMP”.

    


    WITNESS:

    


    WHEREAS,
      OLB is licensed and approved to originate and close mortgage loans;

    


    WHEREAS
      MMP has substantial experience processing mortgage loan applications and is
      interested in processing mortgage loan applications originated by OLB in
      accordance with the terms set forth below.

    


    NOW,
      THEREFORE, the parties hereto agree as follows:

    


    
      	 	
              1.

            	
              Loan
                Processing: OLB
                may submit loan applications it has originated to MMP loan processing.
                MMP
                agrees to promptly and diligently process such loan applications
                in
                compliance with all applicable laws and regulations. MMP will make
                every
                reasonable effort to ensure that all loan applications are fully
                processed
                to the extent that OLB’s chosen lender’s requirements are
                satisfied.

            


    

    


    
      	 	
              2.

            	
              Loan
                Processing Fees:
                The OLB understands, and agrees to, the fact that the most mutually
                desirable method of payment of all fees due MMP, accrued pursuant
                to the
                terms of this agreement, is by direct payment by the designated closing
                agent involved in each transaction. By signing this agreement, OLB
                pledges
                its complete support for this stated method of payment of fees due
                MMP,
                and further pledges to include MMP’s fee on the “Fee Sheet”, in all cases
                possible. OLB, MMP further pledges that in cases payment of third
                party
                processing fees are restricted it will make said fees readily available
                to
                MMP. By signing this agreement, OLB and MMP acknowledge and agree
                that the
                processing fee owed MMP hereunder shall be $500.00 per
                loan.

            


    

    


    
      
        
          	
                	3.	
                  MMP
                    shall operate on an exclusive basis and under the supervision
                    of
                    OLB,
                    a service to potential borrowers which offers to provide the
                    ability to
                    qualify for various mortgage products including, but not limited
                    to, first
                    mortgage loans, refinance loans, home equity loans, lines of
                    credit, or
                    other secured loans which may be provided from time to time by
                    or its
                    participating loan Investors. All loans are subject to the quality
                    control
                    standards established by OLB and applicable State and Federal
                    laws. All
                    loans shall be registered with OLB through Internet based
                    software.

                


        

      

    

    


    
      
        
          	
                	4.	
                  Quality
                    Control:
                    OLB maintains a quality control program for Originators,
                    including maintaining at a central location a Loan Quality “Library” of
                    all loans. MMP will assist in the quality control policy and
                    procedures of
                    all loans for OLB and such amendments thereto that are made from
                    time to
                    time.

                


        

      

    

    


    
      
        
          	
                	5.	
                  Compensation:
                    All compensation, fees, rebates, or the like, shall be in
                    accordance with the terms and conditions of the “Compensation Schedule”
                    attached hereto.

                


        

      

    

    


    
      
        
          	
                	6.	
                  Due
                    Diligence:
                    MMP agrees to devote all necessary time, attention, and
                    due diligence for the purpose of enhancing production of Real
                    Estate
                    loans, in order to process quality loans. Associate will assist
                    Clients,
                    Loan Officers, Underwriters, Funders, and others at OLB’s correspondents,
                    in whatever ways needed, in order to insure that the loans processed
                    by
                    MMP become processed, closed and funded in a timely manner. MMP
                    agrees to
                    use due diligence and all best efforts to insure that all information
                    and
                    documents presented to OLB and clients of OLB complete, accurate
                    and true
                    to the best of Associate’s
                    knowledge.

                


        

      

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    OHIO
      LEGACY CORP

    


    EXHIBIT
      10.15 (continued)

    


    Compliance
      with Law:
      MMP
      agrees not to engage in any acts for which the OLB’s regulating agencies are
      authorized to revoke or suspend a licensee. MMP has full knowledge and will
      strictly abide by the current policies, rules, and regulations of H.U.D, F.H.A.,
      V.A., Fannie Mae, Freddie Mac, Ginnie Mae, and other local, State, or Federal
      Regulatory agencies which may have jurisdiction over OLB, or the duties
      preformed by MMP.

    


    
      
        
          	
                	7.	
                  MMP
                    is responsible for the supervision and control of its employees,
                    and
                    will report to OLB any illegal acts and/or unethical conduct
                    by the
                    employees. MMP will follow the OLB requirements of all Agencies
                    that
                    supervise all transactions submitted on OLB’s behalf. All of MMP’s
                    employees must be aware of the rules and regulations of all governing
                    agencies.

                


        

      

    

    


    
      	 	
              8.

            	
              OLB’s
                OBLIGATION’S:

            


    

    


    
      	 	
              (a)

            	
              If
                applicable, facilitate and support the generation of accurate, real-time
                rate information, as well as specific information about all costs
                (e.g.,
                closing costs, processing Fees) that Borrower may be
                asked to pay in connection with a particular loan
                product.

            


    

    


    
      	 	
              (b)

            	
              Support
                the download of loan data, product, and Borrowers information from
                OLB’s
                and any correspondents from time to
                time.

            


    

    
      	 	
              (c)

            	
              Cooperate
                with MMP in establishing procedures to allow effective communication
                between the Borrower, the sites and MMP. OLB shall provide and maintain
                Email accounts and Internet access for each of its employees, agents,
                contractors, and/or any other person who works with qualification
                forms
                and/or Borrowers on behalf of OLB
                correspondents.

            


    

    
      	 	
              (d)

            	
              Promptly
                review for accuracy and completeness, all information, site screens,
                processing and analytical mechanisms submitted to it for review OLB
                as
                they relate to loan products and services a report any necessary
                modifications to OLB.

            


    

    
      	 	
              (e)

            	
              Comply
                with all legal and regulatory requirements applicable to Associates
                offering of the loan products on the sites and dealing with Borrowers,
                including, without limitation, federal laws and regulations, such
                as
                Truth-in-Lending Act, the Fair Credit Reporting Act, the privacy
                provisions of the Gramm-Leach-Bliley Act and all applicable state
                laws and
                regulations.

            


    

    


    
      	 	
              9.

            	
              Administrative
                Services Agreement.
                This Agreement is delivered in connection with the delivery of a
                certain
                Administrative Certain Agreement of even date herewith by and between
                Bank
                and JMC MARKETING LLC, an Ohio limited liability company, which entity
                has
                common ownership with MMP. The parties hereto acknowledge and agree
                that
                this Agreement shall terminate contemporaneously with the termination
                of
                the Administrative Services Agreement regardless of cause. In the
                event
                there is a conflict between this Agreement and the Administrative
                Services
                Agreement, the terms of the Administrative Services Agreement shall
                control. 

            


    

    


     

    
      	 	
              OHIO
                LEGACY BANK, N.A.

            	 
	 	 	 
	 	 	 
	 	
              By:  

            	
              /s/D.Michael
                Kramer

            	
            	 
	 	
              D.
                Michael Kramer, President and 

            	 
	 	
              Chief
                Executive Officer

            	 


    


    
      
         

      

      
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    OHIO
      LEGACY CORP

    


    EXHIBIT
      10.15 (continued)

    


    
      	 	
              Midwest
                Mortgage Processing, LLC

            	 
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/James.
                A. Hinkle

            	
            	 
	 	
              James
                A. Hinkle, President and 

            	 
	 	
              Chief
                Executive Officer 

            	 


    

     

    
      
         

      

      
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