POST-CLOSING ADJUSTMENT AGREEMENT

Exhibit 10.1

POST-CLOSING ADJUSTMENT AGREEMENT

This Post-Closing Adjustment Agreement (this “ Adjustment Agreement ”) is made as of April 26, 2006 by and between Alfa Financial Corporation, an Alabama corporation (the “ Seller ”), and OFC Servicing Corporation, a Georgia corporation (the “ Buyer ”). The Buyer and the Seller are referred to collectively as the “ Parties .”

The Parties entered into that certain Asset Purchase Agreement dated June 6, 2005, as amended August 31, 2005, October 4, 2005, December 5, 2005 and December 31, 2005 (the “ Asset Purchase Agreement ”). The Parties now desire to make the post-closing adjustment and settlement contemplated by Section 2(c)(3) of the Asset Purchase Agreement.

In consideration of the mutual promises made in the Asset Purchase Agreement and in this Adjustment Agreement, the Parties hereby agree as follows:

1. Defined Terms . Any capitalized term used but not defined in this Adjustment Agreement shall have the meaning set forth in the Asset Purchase Agreement.

2. Updated Schedules . The following Updated Schedules, delivered by Buyer as required by Section 2(C)(3)(A), are attached hereto:

Both Parties agree to and accept such Updated Schedules. Both Parties agree that the Schedule 2 “Settlement Statement” attached hereto is the Conclusive Statement referred to in Section 2(c) of the Asset Purchase Agreement.

3. Change to Net Book Value of FF&E . Notwithstanding the definition of “Net Book Value” in Section 1 of the Asset Purchase Agreement, the Net Book Value of the FF&E for purposes of the Settlement Statement shall be as set forth on the Conclusive Statement.

4. Purchase Price Adjustment . The Purchase Price set forth on the Schedule 2 “Settlement Statement” attached to Amendment No.4 to the Asset Purchase Agreement set forth a total Purchase Price of $59,365,517.64, computed as if the Closing Date were November 30, 2005. The total Purchase Price set forth on the Conclusive Statement, computed as of the actual Closing Date of December 31, 2005, is $56,215,119.42. The difference of $3,150,398.22 (the “ Final Adjustment Amount ”) is owed by the Seller to the Buyer, and shall be treated as an adjustment to the Purchase Price for all tax purposes by the Seller and the Buyer.

5. Payment of Final Adjustment Amount .

(a) Term Note . Section 2(d) of the Asset Purchase Agreement provides that the Seller will finance a portion of the Purchase Price equal to 95% of the Net Book Value of the Acquired Receivables. As reflected on the Conclusive Statement, the Net Book Value of the Acquired Receivables at December 31, 2005 was $58,466,696.98, and 95% of that amount is $55,543,362.13. At the Closing, Buyer executed and delivered to Seller the Term Note for the principal amount of $57,102,998.16, which means the principal amount of the Term Note should be reduced by $1,559,636.03. Within three Business Days after the date of this Adjustment Agreement, each of Buyer and Seller shall execute and deliver to the other and amendment to the Term Note in the form attached hereto as Exhibit A , providing for the currently outstanding principal balance of the Terminate to be reduced by $1,559,636.03.

(b) Cash . Seller will pay to Buyer the remainder of the Final Adjustment Amount, $1,590,762.19, in cash in accordance with Section 5(d) below.

(c) Interest . In accordance with Section 2(e) of the Asset Purchase Agreement, Seller will pay Buyer interest on the Final Adjustment Amount in the amount of $19,285.27.

(d) Wire Transfer . In satisfaction of all amount owed pursuant to Sections 5(b) and 5(c), on April 28, 2006, Seller shall pay to Buyer the sum of $1,610,047.46, determined as follows:

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Such wire transfer shall be in immediately available funds and shall be paid to the following account:

6. Settlement of Other Amounts Owed by the Parties .

(a) Remainder of Cash in Seller’s Bank Accou