Exhibit
10.1


Professional Services Agreement


 


NetBank, Inc. (the “Company”) located at 9710
Two Notch Road, Columbia, South Carolina 29223 has engaged the services of GGG,
Inc. (“GGG”) 333 Sandy Springs Circle, Suite 106 Atlanta, GA 30328 to provide
consulting, advisory and financing services described on Schedule 1 attached
hereto (the “Services”). This letter agreement sets forth the terms on which
GGG will provide the Services to the Company. The list of Services set forth on
Schedule 1 may be amended in writing by mutual agreement of the parties from
time to time.


1.                    The Company shall provide GGG with full access to all Company
records, including information
concerning the business, assets, operations and financial condition of the Company. In addition, GGG shall have full access to all
personnel within the Company as well as the Company’s outside professional
advisors, including its outside auditors and attorneys. The Company agrees that
GGG are authorized to make
appropriate use of all such information in connection with the performance of
the Services, provided, however, that such information shall be kept
confidential to the extent that it contains material, non-public information,
the disclosure of which may be subject to applicable securities laws.


2.                    Management of the Company
shall promptly disclose to GGG any
information relating to any known misstatement of material fact contained in
any information provided to GGG concerning
the business, assets, operations and financial condition of the Company or any
fraud or alleged fraud, whether or not material, that involves management or
other personnel that are responsible for the preparation of the Company’s
financial statements.


3.                    The relationship of GGG to the Company shall at all times
be that of an independent contractor.


4.                    GGG shall be subject solely
to the control of the Board of Directors of the Company or his assignees.
Except for such control, GGG shall not be subject to the control of any other
person or persons.


5.                    GGG shall be compensated for
the Services based on the attached Schedule I.


6.                    The Company agrees to
indemnify and hold harmless GGG and each of its equity holders, managers,
directors, officers, employees, GGG, subcontractors and agents (each, “GGG
Indemnified Person”) from and against any losses, claims, damages, expenses and
liabilities or actions in respect thereof (collectively, “Losses”), and to
reimburse each GGG Indemnified Person for all such Losses as they may be
incurred (including all legal fees and other expenses incurred in connection
with investigating, preparing, pursuing, defending, paying, settling or
compromising any Losses, whether or not in connection with any pending or
threatened litigation in which any GGG Indemnified Person is a named party),
arising out of or related to the Services rendered or to be rendered by any GGG
Indemnified Person in connection with this engagement, any GGG regulations
promulgated under such laws; provided that the Company will not be responsible
for any 

















 


Losses of any GGG
Indemnified Person to the extent that a court of competent jurisdiction shall
have determined by a final judgment that such Losses resulted primarily from
actions taken or omitted to be taken by such GGG Indemnified Person due to his
bad faith or willful misconduct.


7.                    The engagement of GGG shall
continue at the pleasure of the Board of Directors and may be terminated at any
time, a certified copy of written notice of which shall be promptly delivered
to GGG. GGG shall have the option to terminate this engagement at any time upon
written notice to the Company. The obligations of the Company under numbered
paragraphs 5 & 7 of this letter agreement shall survive the completion or
termination of this engagement regardless of the manner of such completion or
termination and shall be binding upon the Company’s successors and assigns.


8.                    This agreement supersedes
any and all prior agreements written or verbal between the Company and the GGG.


Accepted
and Agreed to this 18th day of September, 2007.


	
  GGG, Inc.

  	
   

  	
  NetBank, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Lee N. Katz

  	
   

  	
  By:

  	
  /s/ Stephen F. Herbert

  
	
   

  	
  Lee N. Katz

  	
   

  	
   

  	
  Stephen F. Herbert

  
	
   

  	
  Managing Partner

  	
   

  	
   

  	
  Chief Executive Officer

  



 


2

















REVISED SCHEDULE 1


 


Services to be provided by GGG to the Company


1.                           Provide an initial
assessment of the Company and report to the Board on the Company on or about
September 28, 2007 (Phase 1).


2.                           Provide the
services of Chief Restructuring Officer to include any other advisory
capacities as directed by the Board of Directors (Phase 2).


Consulting Fees:


The Company will pay at execution of this agreement a retainer of
$27,500 for Phase 1 of the Services. 
This comprises:


•                  Assessment
Retainer: $25,000


•                  Reimbursable Expense
Retainer: $2,500


 Note that GGG defines reimbursable
expenses as airfare, car rental, hotel and overnight deliveries. GGG does not
consider other incidental expenses reimbursable.


Phase 2 of the engagement will commence after Phase 1 is
completed.  The Company agrees to pay a
retainer of $110,000.00 for these services on or before September 28, 2007.
This comprises:


•                  Chief
Restructuring Officer: $395.00 per hour


•                  GGG Partners in
addition to Chief Restructuring Officer: $295.00 per hour


•                  Reimbursable
Expense Retainer: $10,000


 


Accepted
and Agreed:


 


	
  GGG,
  Inc.

  	
   

  	
  NetBank,
  Inc.

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Lee N. Katz

  	
   

  	
  By:

  	
  /s/ Stephen F. Herbert

  
	
   

  	
  Lee N. Katz

  	
   

  	
   

  	
  Stephen F. Herbert

  
	
   

  	
  Managing Partner

  	
   

  	
   

  	
  Chief Executive Officer

  
						



 


	
   

  	
   

  
	
  Date:
  September 21, 2007

  	
  Date:
  September 25, 2007

  



 


 


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