**Exhibit 10.1**

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**PROFESSONAL SERVICES AGREEMENT**

 

ThisProfessional Services Agreement (“Agreement”) is made and entered into as ofthe 19th day of February, 2009 (“Effective Date”), byand between Advance America, Cash Advance Centers, Inc., a Delaware corporationwith its principal place of business at 135 N. Church Street, Spartanburg,South Carolina 29306 (“Advance America”) and Tony Colletti d.b.a. Colletti andAssociates (“Consultant”).

 

**RECITALS****:**

 

WHEREAS,the parties wish to enter into an agreement setting forth the terms under whichConsultant will deliver the services to Advance America, as hereinafter setforth, and to determine the terms of payment to Consultant for such services;

 

WHEREAS,Tony Colletti, principal of Colletti and Associates, is a member of the Boardof Directors of Advance America;

 

WHEREAS,the services to be provided to Advance America by Consultant under thisAgreement, shall be in addition to the duties performed as a member of theBoard of Directors of Advance America; and

 

NOWTHEREFORE, in consideration of the premises, the mutual covenants contained inthis Agreement, and for other good and valuable consideration, the adequacy ofwhich the parties hereby acknowledge, Advance America and Consultant agree asfollows:

 

**AGREEMENT****:**

 

I.              General Terms and Conditions.

 

A.    Term.  This Agreement shall commence on theEffective Date and shall continue on a month-to-month basis for a period of oneyear unless earlier terminated by either party with thirty (30) days writtennotice to the other.

 

B.    Services.  Among other “Services” to be determined byAdvance America from time to time, Consultant will (i) providerepresentation, knowledge, resources, and expertise in government affairs toand on behalf of Advance America; (ii) monitor and report ongovernment-related activities relevant to Advance America as they may developduring the course of the Agreement; however, no action on such matters shall betaken without the prior approval of Advance America; (iii) assist incrafting and implementing effective communications with public and policyofficials; (iv) monitor legislation and regulations on key issuesimportant to Advance America; (v) provide ongoing strategic planning,consultation and advice on key legislative, regulatory and policy issues; and (vi) monitorand attend hearings and administrative sessions upon request.

 

C.    Payment.  Consultant will be compensated by AdvanceAmerica for Services under this Agreement on a monthly basis.  Advance America will pay Consultant $5,000 permonth for Services related to an Illinois initiative and $10,000 per month forServices related to a Federal initiative. Advance America shall pay Consultant additional amounts for servicesrelated to such other initiatives as Advance America and Consultant may agreein the future.  Consultant will bereimbursed for reasonable business expenses associated with the provision ofServices.

 

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D.    Advance America Contact.  Consultant shall provide information to andtake direction from Ken E. Compton, President and Chief Executive Officer ofAdvance America or his designee during the Term of this Agreement.

 

E.     Compliance with Laws.  Consultant agrees to comply with all lobbyingor other laws, regulations and rules affecting public affairs activitiesand to assist Advance America in complying with and filing any reports requiredby applicable laws, regulations or rules. Consultant agrees to comply with all other law or laws that apply,directly or indirectly, to the activities it engages in or provides under thisAgreement.  Advance America will not payor withhold taxes related to payments made under this Agreement and consultantagrees and acknowledges that he is not an employee of Advance America for anypurpose.

 

F.     Confidentiality/FiduciaryObligations. Notwithstanding that the Services to be provided by Consultant underthis Agreement are separate and apart from the services provided by Consultantto Advance America as a member of the Board of Directors, it is the intent ofboth parties herein that Consultant shall maintain the same fiduciary andconfidentiality obligations and duties required of Consultant as a member ofthe Board of Directors during the provision of the Services under thisAgreement and likewise enjoy the status, benefits, and indemnificationsattendant to his position as a member of the Company’s Board of Directorsthroughout the performance of his duties hereunder.

 

Theparties hereto have caused this Agreement to be duly executed and each of theundersigned hereby warrants and represents that, as an officer or principal ofeither party, they have been and are, on the date of this Agreement, dulyauthorized by all necessary and appropriate action to execute this Agreement.

 

 
| COLLETTI  AND ASSOCIATES  |               | ADVANCE  AMERICA, CASH ADVANCE  CENTERS, INC.  |
|--------------------------------|--------------------|-----------------------------------------------------|
|                           |               |                                                |
| By:                            | /s/  Tony Colletti |                                                |   |
|                           | Tony  Colletti     |                                                | By: | /s/  Kenneth E. Compton |
|                           |               |                                                |   | Kenneth  E. Compton, President and |
|                           |               |                                                |   | Chief  Executive Officer |

 

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