<SEQUENCE>7

<FILENAME>managementservagr.txt

<DESCRIPTION>MANAGEMENT SERVICES AGREEMENT

<TEXT>

                          MANAGEMENT SERVICES AGREEMENT



         This  Management  Services  Agreement  dated  December 31,  2002,  (the

"Agreement")  between  HomeGold,  Inc. (the "Manager") and EMMCO, LLC, a limited

liability  company  organized under the laws of the state of South Carolina (the

"Customer").



         WHEREAS,  the Manager  desires to provide and the  Customer  desires to

receive certain  services (the  "Services")  including,  but not limited to, the

following:

                  (1) payroll/human resources services as described in Exhibit A

                      annexed  hereto;

                  (2) accounting  and other administrative services as described

                      in Exhibit B annexed hereto.



         NOW, THEREFORE, in consideration of the mutual promises,  covenants and

conditions set forth herein, the parties hereto agree as follows:



         Section 1. Services.  The Manager shall provide the Services  described

in Exhibits A through B annexed  hereto for the  Customer at the rates set forth

in  Exhibit C annexed  hereto.  The rates set forth in  Exhibit C  represent  an

arm's-length  price that the Manager would charge and the Customer  would pay an

independent third party for providing said Services.



         Section 2. Term. (a) This Agreement shall expire December 31, 2003 (the

"Initial Term"). Upon expiration of the Initial Term, this Agreement shall renew

annually  for the  following  calendar  year (the  "Renewal  Term")  unless  the

Customer or the Manager  notifies the other in writing within 60 days before the

expiration of the current term that the Agreement shall not be renewed.

         (b) The Manager may at its discretion deliver to the Customer a revised

Exhibit C  modifying  the rates set forth on  Exhibit C once per year  after the

Initial Term to reflect  changes in the actual costs incurred or estimated costs

to be incurred by the Manager in providing  the Services to the  Customer.  Such

revised Exhibit C shall be deemed accepted by the Customer unless within 30 days

of receipt of the revised Exhibit C the Customer  notifies Manager of its intent

to  terminate  this  Agreement  on a date 30 days  after  such  notification  of

termination is delivered.  Such revised  Exhibit C shall be substituted  for the

Exhibit C then in effect and shall become  effective  upon the date set forth in

such a revised Exhibit C.



         Section 3.  Changes  in  Services.  (a) The  Manager  and the  Customer

represent  that  Exhibits  A through B  contain  a  general  description  of the

Services  to be provided by the Manager to the  Customer.  In  performing  these

Services,  the scope of the work  undertaken  and the manner of its  performance

shall be substantially the same as for similar work performed by the Manager for

transactions on its own behalf, with such modifications as may be appropriate in

order to accomplish the purposes of this  Agreement.  The Manager shall give the

Customer  reasonable  notice of all  system  changes  affecting  the  Customer's

procedures as these changes pertain to the Services.

          (b)  If the  changes  referred  to in  paragraph  (a)  above  are  not

acceptable to the Customer,  the Customer may terminate this Agreement on thirty

(30) days' notice,  provided such notice is given within ten (10) days after the

Customer has received notice of such change.



         Section 4.  Furnishing of Data;  Costs.  (a) The Customer shall furnish

all data,  records and materials in the manner, at the place and within the time

limits  determined by the Manager to be necessary to perform the  Services.  The

Customer shall prepare all data submitted for processing  with  reasonable  care

and in a manner acceptable to the Manager.

         (b) The Customer  hereby agrees that any  additional  costs incurred by

the Manager  because data,  records or materials sent by or for the Customer are

not in the form required by this Agreement or are not received by the Manager in

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