EXHIBIT 10.4

                             MODIFICATION AGREEMENT

This  Modification  Agreement  is being made  effective as of the date set forth
below on the signature page herein (the "Effective  Date") by and among MAP/MAC,
LLC, a Texas  limited  liability  company,  with offices at 1341 W.  Mockingbird
Lane,  Suite  1200W,  Dallas,  Texas  75247  (hereinafter  referred  to  as  the
"Company"), Mortgage Assistance Corporation, a Texas corporation with offices at
1341 W. Mockingbird Lane, Suite 1200W, Dallas, Texas 75247 (hereinafter referred
to as "MAC"),  and Mortgage  Acquisition  Partners,  L.L.C.,  a Missouri limited
liability company (hereinafter referred to as "MAP").

WHEREAS, MAP and MAC are equal members of the Company; and

WHEREAS, MAC is the manager of the Company; and

WHEREAS, the CompanFy is in the business of acquiring portfolios of distressed
real estate loans at discounted purchase prices; and

WHEREAS,  MAC services the Company's assets pursuant to the Servicing Agreement;
and

WHEREAS,  certain  items,  matters and disputes  regarding  the  management  and
operation  of the  Company,  and  services  provided  pursuant to the  Servicing
Agreement,  by MAC have been mutually  discussed and negotiated in good faith by
all the parties to this Modification Agreement; and

WHEREAS,  the parties  desire to resolve such items,  matters and disputes in an
amicable  manner by  modifying  the  agreements  that  control the  business and
contractual relationships amongst all the parties as set forth herein; and

WHEREAS,  the  Company has  borrowed  money from MAP  pursuant  to that  certain
executed  promissory  note in the amount of $566,000.00  dated June 6, 2006 (the
"6/6/06  Note"),  that  certain  executed  promissory  note  in  the  amount  of
$550,000.00  dated September 8, 2006 (the "9/8/06 Note") and the Subsequent Note
(as defined below) with an aggregate  balance due of $1,220,135.66  (hereinafter
collectively  referred to as the "Notes")  (with such Notes being secured by the
Company's obligation to transfer all of its right, title, and interest in and to
the Initial  Loan  Portfolio as set forth in Section 5.6 of the  Regulations  of
MAP/MAC, LLC (the "Regulations"); and

WHEREAS,  for the sake of  convenience,  the parties agree that the  capitalized
terms used but not otherwise  defined herein shall have the meanings ascribed to
them in the Regulations; and

NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein  and  for  other  good  and  valuable  consideration,   the  receipt  and



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sufficiency  of which is hereby  acknowledged  and agreed to, the parties hereto
agree on the terms and conditions as follows:

1.   The  parties  hereby  ratify and  confirm  all of the terms and  conditions
     contained in the Notes except as otherwise  set forth in this  Modification
     Agreement.

2.   MAP hereby  represents  that it is the current holder of the Notes and that
     no demand for payment on the Notes has been made by MAP upon the Company as
     of the Effective Date.

3.   The Company and MAC  represent and warrant to MAP that, as of the Effective
     Date,  assets  of the  Initial  Loan  Portfolio  and  all  Additional  Loan
     Portfolios  consist of the loans set forth on "Exhibit  A" attached  hereto
     and  incorporated  herein for all purposes  (the "Loan  Portfolios"),  each
     asset included in the Loan  Portfolios is titled in the Company's name, and
     the Company has good and marketable title to those assets free and clear of
     any and all liens.

4.   As of the Effective  Date, the Company does not owe any money to MAC or any
     of its affiliates for any fee, commission or reimbursement.

5.   The  parties  acknowledge  and  agree  that (i) MAP has  previously  loaned
     $104,135.66 to the Company,  (ii) the terms for such loan have always been,
     and continue to be,  those terms  included on the form of  Promissory  Note
     attached  to the  Regulations  as Exhibit B to the  Regulations;  provided,
     $104,135.66,  rather  than the  amount  stated on such  form,  shall be the
     principal  balance,  and (iii) a  promissory  note  with  those  terms,  as
     modified  below,  shall be deemed  executed by the Company and delivered to
     MAP by  virtue  of this  Agreement  as of the  date of  such  advance  (the
     "Subsequent Note").

6.   The  parties  agree  that  the  aggregate  balance  of the  6/6/06  Note is
     $566,000,  the aggregate  balance of the 9/8/06 Note is $550,000.00 and the
     aggregate balance of the Subsequent Note is $104,135.66.  Payments shall be
     applied to oldest loan first.

7.   The phrase "in lawful money of the United  States no later than thirty (30)
     days after written demand by Payee" in the first  paragraph of each Note is
     hereby  amended by deleting  said phrase in its entirety and by inserting a
     new phrase in lieu thereof,  which shall read as follows:  "in lawful money
     of the United States no later than October 1, 2008."

8.   The  second  paragraph  of each  Note,  beginning  with the  words "If this
     Promissory  Note or any  portion  thereof is not paid" and ending  with the
     words "shall not constitute a waiver of the right to exercise it later", is
     hereby  amended by deleting said paragraph in its entirety and by inserting
     a new paragraph in lieu thereof, which shall read as follows:

          If this Promissory Note or any portion thereof is not paid as and
          when the same becomes due,  whether by acceleration or otherwise,



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          the Maker agrees to pay interest  thereon at the Rate (as defined
          below) until the same is paid and, in addition thereto, the Maker
          agrees to pay all costs of collection and enforcement,  including
          but not limited to  reasonable  attorneys  fees and court  costs,
          incurred  by the holder of this  Promissory  Note  whether or not
          suit is filed. Failure at times to exercise such option shall not
          constitute  a waiver of the right to  exercise  it later.  "Rate"
          means  eighteen  (18%) per annum  compounded on a monthly  basis;
          provided,  however,  the Rate shall not exceed the maximum amount
          of  non-usurious  interest  that may be  contracted  for,  taken,
          reserved,  charged  or  received  under law and any  interest  in
          excess of said maximum  shall be credited to the principal of the
          debt or, if that has been paid, refunded.

9.   MAP  understands  and agrees  that this  Modification  Agreement  is hereby
     incorporated into each of the Notes for all purposes, and said Modification
     Agreement shall be controlling in the event of a conflict with the language
     or terms of the Notes.

10.  MAC hereby  absolutely  and  unconditionally  guarantees  full and punctual
     payment no later than  October 1, 2008 of all  obligations  of the  Company
     owing to MAP pursuant to the Notes,  now existing or hereafter  arising and
     howsoever evidenced or acquired (all such obligations and liabilities being
     collectively  referred to as the "Liabilities"),  together with any and all
     Costs (as defined below). If MAP employs counsel (i) to represent it in any
     litigation,  contest, dispute, suit or proceeding relating to this Guaranty
     or any of the  Liabilities  after October 1, 2008; or (ii) to enforce MAC's
     obligations to MAP, then, all reasonable attorneys' fees plus all expenses,
     costs and charges  arising in  connection  therewith  or  relating  thereto
     (collectively,  the  "Costs")  shall be paid by MAC to MAP,  whether or not
     suit is filed or arbitration is initiated within 30 calendar days after MAC
     receives a written statement of said Costs.

     Prior to receipt of, or as a condition to,  payment or  performance  by MAC
     hereunder,  MAP shall not be required to  prosecute  collection  or seek to
     enforce or resort to any  remedies  against  the  Company or  exercise  any
     diligence  whatsoever  in  collecting  or  attempting to collect any of the
     Liabilities  by any  means.  To the  extent  not  prohibited  by  law,  MAC
     unconditionally waives (i) presentment, notice of dishonor, protest, demand
     for  payment  and all  notices of any kind  (including  without  limitation
     notice of  acceptance  and  notice of any action  taken to collect  upon or
     enforce any of the  Liabilities),  (ii) any claim for contribution  against
     any  co-guarantor,  and (iii) any now  existing  setoffs  or  counterclaims
     against MAP which would  otherwise  impair MAP's  rights  against MAC under
     this Modification Agreement.


     If at any  time  payment,  or any part  thereof,  of any part of any of the
     Liabilities  is rescinded or must  otherwise be restored or returned by MAP
     upon the insolvency,  bankruptcy or reorganization of the MAC, this Section
     of the  Modification  Agreement  shall continue to be effective or shall be
     reinstated,  as the case may be, all as though  such  payment  had not been
     made.



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11.  For purposes of this Modification  Agreement,  "Tax Related Expenses" means
     all applicable  taxes,  penalties or interest due (i) on or with respect to
     any real property  securing loans  included in the Loan  Portfolios or (ii)
     any other tax due and owing on any real property owned by the Company. MAC,
     using its own resources,  shall advance funds to the Company, no later than
     30 days after completion of a full analysis and projected  determination by
     MAP/MAC which shall be concluded  within 30 days after the Effective  Date,
     to pay for any and all Tax Related Expenses determined necessary to be paid
     as of the  Effective  Date and,  until the entire  principal  and  interest
     balance  on each of the Notes is paid in full,  and MAC shall  subsequently
     advance  funds to the Company in an amount equal to any and all Tax Related
     Expenses  that  become  due  after  the  Effective   Date  with  each  such
     subsequence advance being made before the respective Tax Related Expense is
     delinquent  or  otherwise  begins to accrue  interest  or  penalties.  Upon
     receipt of those advances,  the Company shall use the funds advanced by MAC
     to pay for the  aforementioned  Tax Related  Expenses  and MAC shall not be
     entitled to receive any interest on its aforementioned advances.

12.  MAC, as the Manager of the Company,  is  authorized to cause the Company to
     incur,  and pay for, (i) any and all  customary  and  reasonable  costs and
     expenses (such as maintenance costs, repairs,  cleanup,  insurance,  legal,
     title or other similar  costs) that are directly  related to the management
     of the loans provided such costs and expenses are incurred by a third party
     and  not by MAC or any  affiliate  of  MAC  (the  "Authorized  Third  Party
     Expenses"),  (ii) any Tax Related  Expenses,  (iii) the Commission Fees (as
     defined below and satisfying the limitations imposed in the definition) and
     (iv) any fee or reimbursement  due to MAC under the Servicing  Agreement as
     amended on the  Effective  Date (items (i) through  (iv) are referred to as
     "Approved Expenses").

13.  Beginning on the  Effective  Date,  except as may agreed upon in writing by
     MAP from time to time,  without the prior  written  consent of MAP, (i) MAC
     shall not  incur  any  expense  on  behalf  of the  Company  that is not an
     Approved Expense, and (ii) MAC shall be solely liable and responsible,  and
     shall not seek reimbursement from the Company, for any cost or expense that
     it incurs that is not an Approved Expense.

14.  Section 6.3 in the  Regulations  is hereby amended by deleting said Section
     6.3 in its  entirety  and by  inserting a new Section 6.3 in lieu  thereof,
     which shall read as follows:

          6.3. Reimbursement and Distributions.
               --------------------------------

               (a)  Notwithstanding  anything to the contrary herein,  cash flow
          from  proceeds of the sale of the  Company's  assets  and/or  services
          shall,  to the  extent  permitted  by law,  (i)  first be  applied  to
          reimburse  MAC for any Tax Related  Expenses as applicable to the note
          sold,  (ii)  second to pay any  Authorized  Third  Party  Expenses  or



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          Commissions,  (iii) third to MAC for any fees that ar then  payable to
          MAC by the Company  under the terms of the  Servicing  Agreement  (iv)
          fourth  to repay or  prepay  the  entire  outstanding  balance  of the
          Initial  MAP Loan and each  Additional  MAP Loan,  including,  without
          limitation,  the Notes,  and (v) fifth to any other  creditors  of the
          Company other than MAC or its  affiliates  in an amount  sufficient to
          cover sums then due and owing.

               (b)   Notwithstanding   anything  herein  to  the  contrary,   no
          distribution  shall be made to any of the Members  until all principal
          and  interest of the Initial  MAP Loan and each  Additional  MAP Loan,
          including,  without  limitation,  the  Notes,  have  been paid in full
          regardless if then due and owing.

               Upon  satisfaction  of the  foregoing,  the  Company  shall  make
          distributions pursuant to Sections 6.3(c), 6.3(d), 6.4 and 9.2.

               (c) Except as provided in Section 6.3(b), 6.3(d), 6.4 and Section
          9.2, the Company shall make distributions of Distributable Cash to the
          Members,  in  proportion  to the Members'  respective  Percentages  of
          Interest,  on the last day of March,  June,  September and December of
          each year.

               (d) Except as provided in Section 6.4,  the Company  shall make a
          distribution to any Member from  Distributable Cash to the extent that
          such Member is allocated income pursuant to Section 6.1 or Section 6.2
          in excess of distributions  received pursuant to Section 6.3(c), in an
          amount  sufficient to defray federal,  state and local tax liabilities
          of such Member with respect to such excess for the Fiscal Year,  based
          upon the  then-current  highest  marginal  federal  tax rate  plus the
          then-current highest marginal state tax rate for the State of Texas.

15.  Section 2 in the Servicing  Agreement between the Company and MAC is hereby
     amended by deleting  said  Section 2 in its entirety and by inserting a new
     Section in lieu thereof, which shall read as follows:

          Section 2 - Consideration for Loan Servicing Services

               For  the  sake  of  convenience,   the  parties  agree  that  the
          capitalized terms used but not otherwise defined herein shall have the
          meanings ascribed to them in the Modification Agreement.

               Beginning on the Effective Date of the Modification Agreement, as
          consideration  for the  services to be rendered by MAC to the Company,
          the Company shall pay MAC a contingent commission fee equal to (A) ten
          percent (10%) of each net recovery from the sale or  disposition  from
          such loan less (B) any brokerage  fees or  commissions  charged by any



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          person  (including  MAC,  affiliates  of MAC  and  third  parties)  in
          connection  with the sale or  disposition  of such loan so long as the
          aggregate  brokerage fees or commissions in connection  with such sale
          or disposition are equal to or less than the amount referenced in item
          A of this  paragraph  with  respect to such sale or  disposition  (the
          "Commission Fee").

               The restrictions imposed on MAC in the Modification Agreement are
          hereby incorporated into this Loan Servicing Agreement.



16.  The  Company  shall,  and MAC shall  cause the  Company to, pay one hundred
     thousand  dollars  ($100,000)  to  MAP  as  a  partial  prepayment  of  the
     Subsequent  Note  and the  remainder  of its  reserves  shall  be held as a
     reserve to cover any Approved Expenses until such time as MAP requests that
     such amounts no longer be held as a reserve.

17.  Subject to the following  Section of this  Agreement,  if, and only if, (i)
     the  entire  balance  of each  of the  Notes  is paid in full on or  before
     October 1, 2008 and (ii) MAC and the Company fully and  materially  perform
     and  satisfy  their  obligations  under this  Modification  Agreement,  the
     Regulations,  the  Notes and the  Servicing  Agreement  (collectively,  the
     "Governing  Documents")  through  October  1, 2008,  then MAP,  MAC and the
     Company shall be deemed to release and  discharge  each other on October 2,
     2008, or such earlier date that  provisions  (i) and (ii) as stated in this
     paragraph 17 have been  satisfied,  from any claims or liabilities  arising
     out of any breach or violation of the Governing  Documents on or before the
     Effective Date;  provided,  however such release and discharge shall not be
     deemed  to  terminate  any  Governing  Document  and shall not apply to any
     breach or violation of the Governing Documents after the Effective Date.

18.  Notwithstanding  anything  contained to the contrary herein, the parties to
     this Modification  Agreement expressly understand and agree that nothing in
     the terms and  conditions  herein are  intended  to  release or  discharge,
     specifically,  Dan Barnett,  or, generally,  any other former principals of
     MAC, individually, or collectively, from any claims or liabilities that may
     or could be asserted and pursued by any of the signatory parties hereto.

19.  MAC agrees to defend,  indemnify,  protect and hold  harmless  MAP from and
     against any and all loss, cost,  damage,  liability and expense  (including
     reasonable  attorneys'  fees)  sustained by MAP as a result of, arising out
     of,  or  in   connection   with,   any  breach  by  MAC  of  any  of  MAC's
     representations, warranties or covenants contained in this Agreement.



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20.  MAP agrees to defend,  indemnify,  protect and hold  harmless  MAC from and
     against any and all loss, cost,  damage,  liability and expense  (including
     reasonable  attorneys'  fees)  sustained by MAC as a result of, arising out
     of,  or  in   connection   with,   any  breach  by  MAP  of  any  of  MAP's
     representations, warranties or covenants contained in this Agreement.

21.  Reference to any  agreement,  document or instrument  in this  Modification
     Agreement or any other Governing Document means such agreement, document or
     instrument  as  amended  or  modified  and in  effect  from time to time in
     accordance with the terms thereof.  If there is there is any  inconsistency
     or conflict between this Modification Agreement and any Governing Document,
     this Modification Agreement shall control and govern.

22.  This Modification Agreement may not be waived, discharged, altered, changed
     or amended without the prior written consent of all of the parties.

23.  The  Regulations  and this  Modification  Agreement  shall be  interpreted,
     construed and governed  according to the laws of the State of Texas and the
     parties hereto consent to jurisdiction  and venue in the Texas state courts
     in Dallas County, Texas.

24.  This  Modification  Agreement shall be binding upon, and shall inure to the
     benefit of, MAP, MAC and the Company, and their respective heirs,  personal
     and legal representatives, successors, and assigns.

25.  If any term,  covenant or condition of this  Modification  Agreement or the
     application  thereof to any person or circumstance shall, to any extent, be
     invalid or unenforceable,  the remainder of this Modification  Agreement or
     the  application  of such terms,  covenants  and  conditions  to persons or
     circumstances  other  than  those  as  to  which  it  is  held  invalid  or
     unenforceable  shall  be  affected  thereby  and  each  term,  covenant  or
     condition of this Modification  Agreement shall be valid and be enforced to
     the fullest extent permitted by law.

26.  This  Modification  Agreement may not be assigned without the prior written
     consent of MAC, MAP and the Company.


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     In witness hereof,  the parties have set their signatures  evidencing their
     agreement to the terms and conditions herein for all purposes  effective as
     of October 19, 2007.


                                   "Company"

                                            MAP/MAC, LLC,
                                            a Texas limited liability company


                                            By: /s/ Ronald E. Johnson
                                            Name: Ronald E. Johnson
                                            Title: President and CEO


                                   "MAC"

                                            Mortgage Assistance Corporation,
                                            a Texas corporation


                                            By: /s/ Steve DAgostino
                                            Name: Steve DAgostino
                                            Title: Senior Vice President



                                   "MAP"

                                            Mortgage Acquisition Partners, LLC,
                                            a Missouri limited liability company


                                            By: /s/ John Hutkin
                                            Name: John Hutkin
                                            Title:









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