Management Service Agreement

EXHIBIT 10.1


MANAGEMENT SERVICES AGREEMENT


THIS MANAGEMENT SERVICES AGREEMENT is made and entered into this 1 st day of January , 1997, by and between Crescent Mortgage Services, Inc., a Georgia corporation (" CMS" ), and Crescent Bank and Trust Company, a Georgia bank (the " Bank" ).


WHEREAS, the Bank and CMS are wholly owned subsidiaries of Crescent Banking Company, a Georgia corporation (" Crescent" ); and

WHEREAS, each of CMS and the mortgage division of the Bank (the " Mortgage Division" ) is engaged in the business of acquiring and selling mortgage servicing rights and servicing mortgage loans on account of others; and


WHEREAS, Robert C. KenKnight serves as the President of CMS, Executive Vice President of the Bank, and President of the Mortgage Division; and


WHEREAS, the parties desire that the Bank provide certain services to CMS as set forth herein;

NOW THEREFORE, in consideration of the agreements and covenants of the respective parties herein contained, and other good and valuable consideration, each from the other flowing, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Services . The Bank will perform the following services to CMS:

(a) Strategic Planning . The Bank will supervise the strategic planning process and will assist CMS in developing and implementing a strategic plan that is consistent with the overall goals and objectives of CMS as established by CMS' s Board of Directors.

(b) Mortgages Held For Sale and its Pricing Advice . The Bank will assist CMS with pricing its portfolio of mortgage servicing rights and provide advice with respect to hedging activities and opportunities consistent with the overall goals and objectives of CMS as established by CMS' s Board of Directors.

(c) Operations . The Bank will assist and support CMS in developing and implementing operational procedures. Support will continue on an ongoing basis in the form of supervision with the respect to the underwriting and closing departments.


1 (d) Accounting Function . The Bank will provid ...