Limited Liability Company Contribution And Subscription Agreement

Exhibit 10.1

LIMITED LIABILITY COMPANY

CONTRIBUTION AND SUBSCRIPTION AGREEMENT This Limited Liability Company Contribution and Subscription Agreement (" Agreement" ) is entered into as of this 31st day of March, 2006, by and between Dominion Homes Financial Services, Ltd., an Ohio limited liability company (" DHFS" ) and Centennial Home Mortgage, LLC, a Delaware limited liability company (the " Company" ). WITNESSETH:

WHEREAS , DHFS desires to form the Company to engage in the residential mortgage lending business (the " Business" );

WHEREAS , in connection with the formation of the Company DHFS will be contributing certain Assets (defined herein) of DHFS to the Company in exchange for the issuance by the Company to DHFS of 1,000 units (" Units" ), which represent all of the issued and outstanding units of the Company;

WHEREAS , upon formation by DHFS, the Company is a disregarded entity for federal tax purposes pursuant to the Internal Revenue Code of 1986, as amended (the " Code" ); and

WHEREAS , DHFS has concluded that (i) the exchange of the Assets for the Units constitutes adequate consideration, (ii) DHFS is and will continue to remain solvent after the transactions contemplated herein and (iii) the transactions herein are not being made to delay or defraud creditors of the Company or DHFS;

NOW, THEREFORE , in consideration of the foregoing premises and the covenants herein contained, the parties hereto make the following agreement, intending to be legally bound thereby:

Section 1. Transfer of Assets . DHFS will sell, assign, transfer, convey, set over and deliver unto the Company all of DHFS' s estate, right, title and interest in and to all of the assets, properties and rights set forth in Exhibit A, attached hereto and incorporated herein by this reference (the " Assets" ). The parties agree that the Company shall assume no liabilities in connection with or related to assets and liabilities of DHFS not transferred hereby (collectively, the " Retained Business" ), including but not limited to any liability, related to any lawsuits filed against DHFS in connection with its mortgage company operations. DHFS shall indemnify and hold harmless the Company, its officers, directors and agents from and against all loss, cost, liability, damage, expense (including reasonable attorneys' fees and court costs) arising from or in connection with the Retained Business.

To the extent that the transfer hereunder of any lease, agreement, contract, contractual right, claim, cause of action or the like related to the Assets shall require the consent of any other party (or in the event that any of the same shall be non-assignable), neither this Agreement nor any action taken pursuant to its provisions shall constitute an assignment or an

attempt to assign if such assignment or attempted assignment would constitute a breach thereof or result in the loss or diminution thereof; provided, however, that in each such case, DHFS shall use its best efforts to obtain the consent of such other party to an assignment and transfer of such agreement to the Company. If such consent is not obtained, DHFS shall cooperate with the Company in any reasonable arrangement designed to provide for the Company the benefits under any such lease, agreement, contract, contractual right, claim, cause of action or the like as the case may be, including enforcement, for the account and benefit of the Company, of any and all rights of DHFS against any other person arising out of the breach or cancellation by such other person or otherwise. Section 2. Assumption of Liabilities Related to the Assets . The Company hereby assumes and agrees to pay and discharge all debts, obligations and liabilities and to perform all agreements related to the Office Lease and the Pipe Line Loans (as defined in Exhibit A), whether absolute or contingent, existing on the Effective Date, and to indemnify and hold harmless DHFS, its officers, directors and agents, from and against all loss, cost, liability, damage or expense (including reasonable attorneys' fees and court costs) arising therefrom or in connection therewith. Section 3. Transitional Agreements between DHFS and the Company . The employees identified in Exhibit A-1 shall become the employees of the Company on the Effective Date of this Agreement, or as soon thereafter as is practicable, and DHFS shall have no liability in connection with such employees for events occurring after such transfer. The Company will indemnify and hold harmless DHFS, its officers, directors and agents, from and against all loss, cost, liability, damage or expense (including reasonable attorneys' fees and court costs) arising therefrom or in connection therewith. In addition, those employees identified in Exhibit B shall be employed by the Company upon the winding-up of the DHFS mortgage company business, assuming such employees satisfy hiring requirements of the Company. Section 4. Power of Attorney in Connection with the Assets . With respect to the Assets, DHFS hereby constitutes and appoints the Company, its successors and assigns, the true and lawful attorney and attorneys of DHFS, with full power of substitution, in the name of DHFS or otherwise, and on behalf of and for the benefit of the Company, its successors and assigns, and at the sole cost and expense of the Company, its successors and assigns, to demand, enforce, sue for, collect or receive, from time to time, any and all properties, assets and rights, tangible or intangible, hereby assigned, transferred and conveyed, or intended so to be; to give receipts, releases and acquittances for or in respect of the same or any part thereof, and from time to time to institute and prosecute in the name of DHFS or otherwise any and all proceedings at law, in equity or otherwise, which the Company, its successors and assigns may deem advisable; to collect, asse ...