OHIO
      LEGACY CORP





**EXHIBIT
      10.16**





**ADMINISTRATIVE
      SERVICES AGREEMENT**





THIS
      ADMINISTRATIVE SERVICES AGREEMENT (“ Agreement ”)
      is
      entered into effective as of April 28 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 ”).





RECITALS





A.  Bank
      is a
      mortgage lender which offers, among other products, loans secured by liens
      on
      real estate (“ Mortgage
      Loans ”).





B.  Company
      desires to provide certain administrative, training and recruitment services
      in
      connection with the hiring and performance of certain originators of Mortgage
      Loans as set forth herein.





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.  **Services** .
      The
      Bank hereby retains Company to perform the services described on Exhibit A
      attached hereto and incorporated herein by reference.





2.  **Responsibilities
      of Company** .
      The
      responsibilities of Company under this Agreement are as follows:





(a)  Policies,
      Standards and Procedures .
      Company
      shall at all times throughout the term of this Agreement provide administrative
      services to the Bank in accordance with all policies, standards and procedures
      relating to the operation of the Bank that have been provided to the Company
      as
      may from time to time be established by the Board of Directors of Bank (the
      “ Board
      of the Bank ”),
      in
      accordance with any regulatory requirement to which the Bank is bound and in
      accordance with all applicable laws, including, without limitation, the Home
      Owners Loan Act and the regulations of the Office of the Comptroller of the
      Currency and FDIC promulgated thereunder.





(b)  Business
      Expenses of Company .
      Company
      shall be solely responsible for all costs and expenses incurred in the
      performance of the services provided pursuant to this Agreement including but
      not limited to its: rent and utilities, equipment, training, advertising, wages,
      salaries, workers’ compensation coverage, licenses and certifications,
      professional dues, insurance, postage and delivery, supplies, travel, and
      employment taxes related to its employees, assistants, managers and
      agents.





(c)  Personnel .
      Company
      shall be responsible for providing all necessary service personnel needed by
      Company for performing its services and duties under this
      Agreement.





(d)  Reports .
      Company
      shall provide written reports to the Board of the Bank concerning the services
      provided hereunder as requested by the Board of the Bank but no more frequently
      than quarterly. Such reports shall contain such information as is reasonably
      requested for the purpose of allowing the Board of the Bank to assess the
      performance of Company pursuant to this Agreement.





(e)  Records .
      At all
      times during the terms of this Agreement, Company shall maintain and upon
      request, make available to the Bank records maintained by Company relating
      to
      the services provided hereunder.




3.  **Responsibilities
      of the Bank** .
      The
      responsibilities of the Bank under this Agreement are as follows:





OHIO
        LEGACY CORP


**EXHIBIT
      10.16 (continued)**




(a)  Access .
      The
      Bank shall provide Company with reasonable access to its facilities and those
      records that are necessary to the provision of the administrative services
      described in Exhibit A.





(b)  Business
      Expenses of the Bank .
      Bank
      shall be responsible for the payment of all expenses related to its business.
      Company shall not be responsible for any expenses or liabilities of the Bank
      arising from Bank’s business operations.





(c)  Management
      and Records of Profitability .
      Bank
      shall be responsible for the management and oversight of its employees that
      are
      OLB Secondary Marketing Division Employees (as defined below), as well as
      determining and maintaining records relating to the calculation of the Net
      Divisional Profitability (as defined below).





4.  **Net
      Divisional Profitability** .
      The
      compensation to be paid by Bank to Company under this Agreement shall be
      determined in the manner provided on Exhibit B attached hereto and incorporated
      herein by this reference (“ Net
      Divisional Profitability ”).
      The
      Net Divisional Profitability shall be paid to Company by Bank within thirty
      (30)
      days following the period to which the Net Divisional Profitability relates.





5.  **Monthly
      Minimum** .
      Any
      provision in this Agreement to the contrary notwithstanding, Company guarantee
      to Bank: (i) from the date hereof until and including May 31, 2008, that Bank
      will suffer no losses in connection with the operation of the OLB Secondary
      Marketing Division Employees; and (ii) that commencing June 1, 2008, , and
      continuing each month thereafter during the term of this Agreement, the sum
      of
      the Override Fee and the Graduated Funding Fee payable to Bank as part of the
      calculation of the Net Divisional Profitability shall be at least $10,000 per
      month (“ Monthly
      Minimum ”).
      In
      the event that (a) the Monthly Minimum is not met, or (b) Bank suffers any
      losses in connection with the operation of the OLB Secondary Marketing Division
      Employees prior to the effectiveness of the Monthly Minimum, Company shall
      promptly pay to Bank such shortfall. In addition to paying such shortfall,
      Company agrees to provide additional capital to the OLB Secondary Marketing
      Division Employees from time to time on an as-needed basis and when reasonably
      requested by Bank. No payments due Company hereunder shall be made by Bank
      until
      each Monthly Minimum has been received by Bank. Company absolutely and
      unconditionally guarantees to Bank and its successors and assigns, the full
      and
      complete Monthly Minimum as and when the same becomes due and payable. The
      obligations of Company under this Section shall be an absolute, unconditional,
      present and continuing guaranty of payment and not collectibility. This guaranty
      shall be binding upon the Company and its successors and assigns. No waiver,
      amendment, release or modification of this Section shall be established by
      conduct, custom or course of dealing, but solely by an instrument in writing
      duly executed by Bank and Company.





6.  **Employees** .
      Exhibit
      C to this Agreement sets forth the number and identity of employees that are
      employees of Company and are intended to become employees of Bank as soon as
      practical following the date hereof (“ OLB
      Secondary Marketing Division Employees ”),
      and
      sets forth the following information for all such persons: job title; office
      location; current annual rate of compensation (identifying bonuses separately)
      and any change in compensation since January 1, 2006; vacation accrued and
      hire
      date for purposes of vesting and eligibility to participate in any employee
      benefit plans (as defined in Section 3(3) of ERISA); None of the OLB Secondary
      Marketing Division Employees is a party to, or is otherwise bound by, any
      agreement or arrangement which limits or adversely affects the performance
      of
      the OLB Secondary Marketing Division Employees to perform such OLB Secondary
      Marketing Division Employee’s duties with Company (including, without
      limitation, any confidentiality, non-competition or proprietary rights
      agreements). All OLB Secondary Marketing Division Employees are “employees at
      will.” The parties acknowledge and agree that all originators recruited by
      Company and hired by Bank during the term of this Agreement shall be “OLB
      Secondary Marketing Division Employees” for the purposes of this
      Agreement.




2
 
  OHIO
        LEGACY CORP


EXHIBIT
      10.16
      (continued)




7.  **Background
      Checks; Drug Testing** .
      Company
      shall conduct background checks and drug testing of all OLB Secondary Marketing
      Division Employees for Bank under this Agreement prior to initial hiring


and
      thereafter on an annual basis. Subject to applicable law, this background check
      shall include a search of criminal
      records (including misdemeanors and felonies) in all counties and states of
      residence of such personnel (including a search of married and maiden names,
      where applicable), as well as a records check of national convictions, for
      the
      prior seven (7) year period. Company shall also search the databases of the
      General Services Administration (GSA) and the Office of Inspector General (OIG),
      as well as the Global Watch Alert (GWA) list, to ensure that such personnel
      are
      not identified on any such databases. Company will not recommend an individual
      to become an OLB Secondary Marketing Division Employee, and will remove any
      such
      individual from providing services hereunder, if the background checks do not
      show a clean record or if the drug testing shows any positive results. Company
      will either provide Bank with evidence of the background checks and drug tests
      or otherwise certify to Bank in writing that such personnel recommended as
      OLB
      Secondary Marketing Division Employees have satisfied the background checks
      and
      drug testing as described herein. In addition, Bank shall have the right to
      conduct an audit of the records of Company, upon reasonable advance notice
      to
      the Company, to ensure Company’s compliance with the foregoing. Company may
      comply with its requirements related to background checks and drug testing
      by
      contracting with one or more agencies or independent contractors with expertise
      in background checks and drug testing.





8.  **Standard
      of Care; Limitation of Liability** .
      In
      providing the services described on Exhibit A, the Company shall act with
      ordinary care. Any other provision of this Agreement notwithstanding, however,
      neither the Company nor any of its members, managers, officers or agents
      (collectively, the “Company Related Persons”) shall have any liability for any
      action taken or omitted to be taken by it or him in connection with the services
      provided hereunder unless it shall be proved by clear and convincing evidence
      in
      a court of competent jurisdiction that its or his action or failure to act
      involved an act or omission undertaken with deliberate intent to cause injury
      to
      the Bank or undertaken with reckless disregard for the best interests of the
      Bank (if and to the extent it or he has actual knowledge of the best interests
      of the Bank).





9.  **Leases** .
      The
      parties acknowledge that Company leases certain properties as set forth more
      fully on Exhibit D, which properties Company shall sub-lease to Bank on a
      month-to-month basis upon terms mutually agreed upon by Bank and
      Company.





10.  **Term** .
      The
      initial term of this Agreement shall commence as of the date hereof and shall
      terminate on September 30, 2008. This Agreement may thereafter be extended
      for
      successive one-year terms upon the agreement of the parties. In the event the
      parties do not agree to extend the term of this Agreement, this Agreement shall
      automatically terminate as of the last day of the then current term. In addition
      to the foregoing, this Agreement may be terminated in whole or in part prior
      to
      the expiration of any term in accordance with the provision of Section 11 .





11.  **Termination** .
      Notwithstanding Section 10 ,
      this
      Agreement may be terminated by the parties as follows:





(a)  Insolvency,
      etc .
      This
      Agreement shall terminate automatically if a party (i) admits in writing
      its inability to pay its debts generally as they become due; (ii) has a
      liquidator, receiver, conservator or statutory successor of such party appointed
      by any court or governmental authority having jurisdiction over it; (iii)
      commences a proceeding under any federal or state bankruptcy, insolvency,
      reorganization or similar law, or has such a proceeding commenced against it
      and
      either has an order of insolvency or reorganization entered against it or has
      the proceeding remain undismissed and unstayed for ninety (90) days; (iv) makes
      an assignment for the benefit of creditors; or (v) has a receiver or trustee
      appointed for it or for the whole or any substantial part of its
      property.




3
 
  OHIO
        LEGACY CORP


EXHIBIT
      10.16
      (continued)




(b)  Breach .
      In the
      event of a material breach by any party of any of its covenants under this
      Agreement or of that certain Loan Processing Agreement of even date herewith
      between Bank and Midwest Mortgage Processing, LLC, an Ohio limited liability
      company with common ownership to Company, at the option of the non-breaching
      party, the non-breaching party may terminate this Agreement if the breaching
      party fails to cure its default within thirty (30) days after written notice
      of
      default, unless such default cannot
      be
      cured within thirty (30) days, in which event the non-breaching party shall
      not
      have the right to terminate this Agreement so long as the breaching party
      commences its cure within such thirty (30) day period and diligently pursues
      such cure to completion.





(c)  Termination
      by Bank upon Notice .
      The
      Bank may terminate this Agreement (i) for any reason and at any time upon not
      less than ninety (90) days advance written notice to Company of Bank’s intent to
      do so; or (ii) upon thirty (30) days advance written notice to Company that
      the
      Net Divisional Profitability for any period ending in the previous twelve months
      is less than or equal to zero dollars.





(d)  Termination
      by Bank without Prior Notice .
      This
      Agreement shall immediately terminate without notice (i) upon the request
      of the OCC or any other regulatory body that supervises the Bank; (ii) in the
      event that the Board of the Bank determines in its reasonable discretion that
      the program may be in violation of applicable law governing the operation of
      Bank or that this Agreement will subject Bank to additional regulatory oversight
      or future violations of applicable law; or (iii) in the event that the Bank
      is
      unable to fund loans outside the State of Ohio. Bank shall provide the Company
      with notice of such termination as soon as reasonably practicable.





12.  **Effect
      of Termination** .
      The
      termination of this Agreement shall not affect (i) the right to payment of
      accrued Net Divisional Profitability relating to a period (or partial period)
      prior to termination, or (ii) the rights and obligations of the parties under
      Sections 14 , 15 ,
      or 16 ;
      or
      (iii) the rights and obligations of the parties under any other plan or
      agreement between the parties to this Agreement.





13.  **Relationship
      of the Parties** .
      In the
      performance of the work, duties and obligations of Company under this Agreement,
      Company shall at all times be acting and performing as an independent
      contractor, rather than as an agent or representative of Bank. To the extent
      requested by Bank, Company shall provide evidence of liability insurance
      coverage for its own employees and operations. Notwithstanding this Agreement,
      Bank retains the right to engage in additional management, consulting, training,
      recruitment, and other such arrangements with parties other than
      Company.





14.  **Confidentiality** .
      Without
      the prior consent of the Board of the Bank, Company, its agents and employees
      shall not, other than in the performance of duties under this Agreement,
      disclose, copy or use any Confidential Information relating to the Bank or
      its
      business for any purpose. For purposes of this Agreement, the term “ Confidential
      Information ”
      includes all information that is not generally known to the public or
      competitors of Bank and which shall include, but not be limited to, methods
      of
      training and instruction, methods of operation, methods of pricing, routing
      information, Bank lists and customer lists, sales figures, employment
      information, tax records, personal history, accounting procedures, financial
      information, Bank contracts, business and marketing plans, employee compensation
      or policies, future plans, and all information and knowledge in whatever form
      used in management, marketing, purchasing, finance or operations or otherwise,
      as well as all processes and procedures used in connection with the businesses
      of Bank, computer programs and modifications and enhancements thereto (including
      optic code, source code and flow charts), uncopyrighted or copyrighted works,
      patents, if any, inventions, whether or not patented, ideas, drawings, analysis
      and calculations, trade secrets, trade marks or service marks, registered or
      intended to be used, and trade names of Bank .
      Notwithstanding the foregoing, Confidential Information shall not include information
      that (i) is or becomes generally available to the public other than as a result
      of a disclosure by the Company or its representatives, (ii) is or becomes
      available to the Company on a non-confidential basis from a source other than
      the Bank or any of its representatives or affiliates, provided that the source
      of such information was not known by the Company to be bound by a
      confidentiality agreement with, or other contractual, legal, equitable, or
      fiduciary obligation of confidentiality to, the Bank or any other party with
      respect to such information, or (iii) can be reasonably demonstrated by the
      Company to have been in its possession prior to its being furnished to it or
      its
      representatives by or on behalf of the Bank, provided that the source of such
      information was not known by the Company to be bound by a confidentiality
      agreement with, or other contractual, legal, equitable, or fiduciary obligation
      of confidentiality to, the Bank or any other party with respect to such
      information. Bank
      shall be entitled to injunctive and other relief in a court of law in the event
      of a violation of this Section.





4
 
  OHIO
        LEGACY CORP


**EXHIBIT
      10.16 (continued)**





15.  **Covenant
      Not to Employ Personnel** .
      During
      the term of this Agreement, and for a period of one (1) year thereafter, Company
      agrees not to employ or solicit for employment any employee of Bank without
      the
      written consent of Bank and Bank
      agrees not to employ or solicit for employment any employee of Company without
      the written consent of the Company other than the Mortgage Loan Originators
      to
      be employed by Bank pursuant to the terms of this Agreement. Bank shall be
      entitled to injunctive and other relief in a court of law in the event of a
      violation of this Section.





16.  **Indemnification** .
      Company
      shall protect, indemnify and hold Bank harmless from and against any and all
      liability and expense of any kind, including costs and reasonable attorney
      fees,
      arising from injuries or damages to persons or property in connection with
      the
      operation of the Company or activities under this Agreement, unless such
      liability and expense shall be solely the result of the gross negligence,
      willful misconduct or fraud of Bank or its officers, employees or
      agents. Bank
      shall protect, indemnify and hold the Company harmless from and against any
      and
      all liability and expense of any kind, including costs and reasonable attorney
      fees, arising from injuries or damages to persons or property in connection
      with
      the operation of the Bank or the Bank’s breach of this Agreement, unless such
      liability and expense shall be solely the result of the gross negligence,
      willful misconduct or fraud of the Company or its officers, employees or
      agents.





17.  **Representations
      and Warranties of the Parties** .
      The
      Bank hereby represents and warrants that it is a national bank duly organized,
      validly existing and in full force and effect under the laws of the United
      States of America. The Company hereby represents and warrants that it is a
      limited liability company duly organized, validly existing and in full force
      and
      effect under the laws of the State of Ohio. Each party hereby represents and
      warrants to the other party that (i) such party’s execution, delivery and
      performance of this Agreement have been duly authorized by all requisite action
      on the part of such party and its directors, manager or managers and members,
      as
      applicable; (ii) this Agreement has been duly executed and delivered by such
      party and constitutes such party’s legal, valid and binding obligation,
      enforceable against such party in accordance with its terms, except as such
      enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
      moratorium or other similar laws relating to or limiting the enforcement of
      creditors’ rights generally or by general equitable principles, public policy or
      the Constitutions of the United States or the State of Ohio; and
      (iii) neither the execution, delivery nor the performance of this Agreement
      by such party does or will conflict with or result in a breach or violation
      of
      or a default under the articles of organization, operating agreement, articles
      of incorporation, bylaws or other governing instruments of such party, or any
      law, statute, rule, regulation, ordinance or order of any court or other
      governmental authority of any jurisdiction applicable to such party, or any
      material contract, agreement or instrument to which such party is a party or
      by
      which such party is bound. Such representations and warranties shall survive
      the
      execution and delivery of this Agreement and continue to be binding
      thereafter.





18.  **Guaranty** .
      James
      A. Hinkle, Cheldon Rose, and Michael Prall shall jointly and severally guaranty
      the obligations of Company pursuant to a certain Guaranty of even date given
      to
      secure the obligations of Company hereunder.





19.  **Notices** .
      Any and
      all notices required to be given under this Agreement shall be given by, and
      be
      deemed given when (i) delivered by personal delivery; (ii) deposited in U.S.
      first-class mail, postage prepaid; or (iii) sent by telecopy with confirmation
      of receipt, addressed as follows:




If
      to
      Bank:




Ohio
      Legacy Bank


3562
      Commerce Parkway


Wooster,
      OH 44691


Attn:
      President




5




OHIO
      LEGACY CORP


**EXHIBIT
      10.16 (continued)**





With
      a
      copy to:





Daniel
      H.
      Plumly


225
      North
      Market Street


PO
      Box
      599


Wooster,
      OH 44691





If
      to
      Company:





JMC
      Marketing, LTD


1491
      W.
      Main St.


55
      Monument Circle, Suite 1300


Tipp
      City, OH 45371


Attn:
      President





20.  **Dispute
      Resolution** .
      Subject
      to Sections 14 and 15 herein,
      any dispute arising out of or related to this Agreement shall be settled by
      arbitration in Wooster, Ohio pursuant to the Commercial Arbitration Rules of
      the
      American Arbitration Association, and judgment on the award rendered by the
      arbitrator(s) may be entered in any court having jurisdiction thereof. Prior
      to
      commencing litigation or a demand for arbitration for any reason under this
      Agreement, the principals of the parties will engage in good-faith discussions
      in an attempt to resolve the disputed matter(s).





21.  **Governing
      Law** **.** This
      Agreement shall be governed by Ohio law, without regard to conflict of laws
      principles therein.





22.  **Activities
      Outside this Agreement** .
      Bank
      recognizes that Company has been, and is, in the business of providing services
      to its own customers. Except as expressly provided herein, it is understood
      and
      agreed that: services provided by Company to Bank are provided on a
      non-exclusive basis and Company retains the right to continue to provide the
      same type of services, and any other services, to any other of its customers,
      including competitors of Bank; provided that Confidential Information is not
      used in connection with such activities.





23.  **Severability** **.** If
      any
      provisions of this Agreement or if any covenant, obligation or agreement
      contained herein is determined to be invalid or unenforceable, such
      determination shall not affect any other provision, covenant, obligation or
      agreement, each of which shall be construed and enforced as if such invalid
      or
      enforceable portion were not contained herein. Such invalidity or
      unenforceability shall not affect any valid and enforceable application thereof.
      Each such provision, covenant, obligation or agreement, shall be deemed to
      be
      effective, operative, made, entered into or taken in the manner and to the
      full
      extent consistent with this Agreement.





24.  **Waiver;
      Consent** **.** This
      Agreement may not be changed, amended, terminated, augmented, rescinded or
      discharged (other than by performance), in whole or in part, except by a writing
      executed by the parties hereto, and no waiver of any of the provisions or
      conditions of this Agreement or any of the rights of a party hereto shall be
      effective or binding unless such waiver shall be in writing and signed by the
      party claiming to have given or consented thereto. Except to the extent that
      a
      party hereto may have otherwise agreed in writing, no waiver by that party
      of
      any condition of this Agreement or breach by the other party of any of its
      obligations or representations hereunder or thereunder shall be deemed to be
      a
      waiver of any other condition or subsequent or prior breach of the same or
      any
      other obligation or representation by the other party or parties nor shall
      any
      forbearance by the first party or parties to seek a remedy for any noncompliance
      or breach by the other party be deemed to be a waiver by the first party or
      parties of its rights and remedies with respect to such noncompliance or
      breach.





25.  **Counterparts** **.** This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      regarded as an original, and all of which shall constitute but one and the
      same
      instrument.





6
 
  OHIO
        LEGACY CORP


**EXHIBIT
      10.16 (continued)**





26.  **Headings** **.** The
      descriptive headings of the various paragraphs of this Agreement are for
      convenience only and shall not be used to construe or interpret the meaning
      of
      any of the provisions hereof.





27.  **Binding
      Effect** **.** This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective heirs, executors, administrators, legal
      representatives, successors and assigns.





28.  **No
      Partnership or Agency** **.** Nothing
      contained in this Agreement or any of the documents to be executed pursuant
      hereto shall be deemed to be interpreted as a partnership or any other
      arrangement whereby one of the parties is authorized to act as an agent for
      another.





29.  **Third
      Party Beneficiaries** **.** This
      Agreement is made and entered into for the sole protection and benefit of the
      parties hereto, and no other person, persons, entity or entities shall have
      the
      right of action hereon, right to claim any right or benefit from the terms
      contained herein, or be deemed a third party beneficiary hereunder.





30.  **No
      Assignment** **.** No party
      to this Agreement may assign, transfer or otherwise convey any or all of the
      rights or obligations hereunder without the prior written consent of the other
      party.





31.  **No
      Construction Against Drafter** **.** This
      Agreement shall be interpreted to give it fair meaning, and any ambiguity shall
      not be construed against either party as the primary drafter
      hereof.





32.  **Further
      Assurances** **.** The
      parties agree to execute and deliver all such further documents, instruments
      and
      agreements as may be reasonably necessary to consummate the transactions
      contemplated by this Agreement, including but not limited to a certain Loan
      Processing Agreement between Bank and Midwest Mortgage Processing, LLC, an
      Ohio
      limited liability company with common ownership to Company.





**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 KramerD.
                  Michael Kramer, President andChief
                  Executive Officer
 
 JMCMARKETING.
                  LTDBy:
              /s/ 
                  James A. HinkleJames
                  A. Hinkle, President andChief
                  Executive Officer
  7
  OHIO
        LEGACY CORP


**EXHIBIT
      10.16 (continued)**





**Exhibit
      A**





**Description
      of Administrative Services**





1.  Training.
      Training regarding best practices of OLB Secondary Marketing Division Employees,
      the policies and procedures of Bank, compliance with all federal, state, and
      local laws and regulations regarding Mortgage Loans, including but not limited
      to federal and state truth-in-lending laws and other consumer protection laws,
      any anti-discrimination laws, any applicable state usury laws, the requirements
      of the Real Estate Settlement Procedures Act (“RESPA”), pricing and processing
      applications for Mortgage Loans, advertisement and customer development and
      retention, developing additional leads, and other such services.





2.  Recruitment.
      Recruitment of additional OLB Secondary Marketing Division Employees and
      locations for services to be performed by OLB Secondary Marketing Division
      Employees.





3.  Other.
      Such other and further administrative services as may be mutually agreed to
      by
      the parties from time to time.









OHIO
      LEGACY CORP


**EXHIBIT
      10.16 (continued)**





**Exhibit
      B**





**Determination
      of Net Divisional Profitability**





Net
      Divisional Profitability shall be determined by Bank, or by the certified public
      accountants of Bank, and shall, in the absence of a manifest error, be
      conclusive as to the amount payable to Company under this Agreement. The Net
      Division Profitability shall be equal to the:




SUM
      of
      all bank fees, service release premium fees and yield spread premium collected
      in connection with applications for Mortgage Loans submitted by OLB Secondary
      Marketing Division Employees to Bank;





LESS
      all
      costs incurred by Bank in connection with such Mortgage Loans including but
      not
      limited to all administrative salaries and benefits, commissions paid to
      originators, benefits cost of originators, an Override Fee (as defined below),
      a
      Graduated Funding Fee (as defined below), any fees charged by any loan
      purchaser, underwriter or any other third party in connection with a loan,
      and
      all other expenses relating solely to the OLB Secondary Marketing Division
      Employees, including but not limited to rent (includes all lease associated
      costs), insurance, utilities, licensing fees, software costs, supplies,
      education, regulatory, systems, amortization of furniture and equipment as
      well
      as non amortized furniture and equipment, mileage, subscriptions, associations,
      meals, entertainment, professional fees, franchise tax, marketing and
      advertising, legal, audit, accounting, stationary, postage, web site, printing,
      forms, bank charges, bad debt, director’s expenses, club memberships, charitable
      contributions, interest expense, taxes, repairs and maintenance and loss on
      sale
      of loans.





The
      following terms have the following meanings for the purposes of this Agreement:





(i)  “Override
      Fee” shall be equal to 0.0025% (25bps) on all Mortgage Loans closed during the
      month then ended;





(ii)  “Graduated
      Funding Fee” shall be applied to each Mortgage Loan file in an amount based upon
      the number of Mortgage Loans closed during the month then ended as
      follows:





Mortgage
                Loans Closed
            
            Fee0-40
            
            $350
                per Mortgage Loan41-60
            
            $450
                per Mortgage LoanOver
                60
            
            $500
                per Mortgage Loan





The
      parties acknowledge and agree that the Override Fee and the Graduated Funding
      Fee are net of any funding fees paid to any loan purchaser, underwriter or
      any
      other third party in connection with a loan









**EXHIBIT
      10.16 (continued)**





**Exhibit
      C**





**OLB
      Secondary Marketing Division Employees**





Back,
      Janet


Beckett  ,
      Jill


Carter  ,
      Thomas


Crane  ,
      Daniel


Cunningham  ,
      Brent


Cunningham  ,
      Brian


Day  ,
      Melissa


Devers  ,
      Jana


Dotson  ,
      Ruth


Evans,  William


Garron  ,
      Kirk


Hackett  ,
      Jeffrey


Kauffman  Dana


Kunzer,  Rick


Logan,  Christine


McGuirk  ,
      Carl


Miller  ,
      Ben


Mitchell  ,
      Nicole


Pressly,  Vince


Ryan,  Thomas


Salis  ,
      Christopher


Sherwood  ,
      Kelly


Summers  ,
      Darlene


Tackett  ,
      Gary


Wellman  ,Christina


Wilch  ,
      Jennette