EXHIBIT 10.2


                             AMENDMENT AND AGREEMENT


     This  Amendment  and  Agreement  (this  "Amendment")  is entered into as of
September__,  2007 (the  "Effective  Date"),  by and among  Mortgage  Assistance
Center Corporation,  a Florida corporation (the "Company"),  and the undersigned
entities (each, an "Investor," and collectively,  the  "Investors"),  and amends
that  certain  Series A  Preferred  Stock  and  Common  Stock  Warrant  Purchase
Agreement  dated as of  November  30,  2006,  by and among the  Company  and the
Investors  (the  "Purchase  Agreement").  Messrs.  William G. Payne and Rod Cain
Jones  (collectively,  the  "Board  Member  Investors")  are also  party to this
Amendment for the limited purpose of Section 1.5. The Company, the Investors and
the Board  Member  Investors  may each be  referred  to herein as a "Party"  and
collectively as the "Parties."

                                   BACKGROUND
                                   ----------

     A. The Purchase Agreement provides, among other things, for the purchase by
the Investors of 1,500,000 shares of the Company's Series A Preferred Stock, par
value $.001 per share ("Series A Stock"), plus an additional 1,500,000 shares of
Series  A  Stock  in  three  subsequent  tranches,   subject  to  the  Company's
achievement of certain quarterly performance thresholds (each a "Threshold").

     B.  Notwithstanding  that the Company did not meet the  Threshold for March
31, 2007, the Investors waived the Threshold requirement and purchased the first
subsequent tranche of 500,000 shares of Series A Stock.

     C. The Company  has not met the  Threshold  for June 30,  2007 and,  due to
certain irregularities in the management of its real estate portfolios, of which
the Investors  have been made aware,  Investors have advised the Company that no
future purchases of Series A Stock would be made under the terms of the Purchase
Agreement.

     D. The Investors are, however,  willing to invest an additional  $1,000,000
in  equity  into  the  Company,  and the  Company  is  willing  to  accept  such
investment, upon the terms and conditions set forth in this Amendment.

                                  AGREEMENTS:
                                  -----------

     In consideration  of the mutual  covenants  contained herein and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged,  the Parties  agree as follows.  Capitalized  terms used,  but not
defined  herein have the  respective  meaning  given such terms in the  Purchase
Agreement.

                                   SECTION 1
                     Authorization and Sale of Common Stock
                     --------------------------------------

     1.1.  Authorization.  In  addition  to the  shares  of  Series A Stock  and
warrants to purchase shares of the Company's  common stock,  $.001 par value per
share ("Common Stock") provided for under Section 1.1 of the Purchase Agreement,
the Company has,  subject to the  effectiveness of the Articles of Amendment (as
defined below)  authorized the sale and issuance to the Investors of 267,347,556



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shares (the  "Shares") of Common  Stock.  The Parties  acknowledge  that, at the
Effective Date, the Company does not have a sufficient  number of authorized but
unissued shares of Common Stock to fulfill its obligations under this Agreement,
and will, prior to the issuance of the Shares,  need to file an amendment to its
Articles of Incorporation to increase its authorized shares.

     1.2. Sale and Issuance of Shares.  Section 1.2 of the Purchase Agreement is
hereby  amended to remove any future  obligation on the part of the Investors to
purchase shares of Series A Stock or Warrants.  In lieu thereof,  but subject to
the  terms and  conditions  of this  Amendment,  each of the  Investors  agrees,
severally and not jointly, to purchase, and the Company agrees to sell and issue
to each Investor the number of Shares set forth in the Column designated "Number
of Shares" opposite such Investor's name on the attached Schedule of Investors.

     1.3. Purchase Price. The aggregate  purchase price for Shares shall consist
of  cash  in  the  amount  of  $1,000,000  (the  "Cash   Consideration"),   plus
cancellation of all outstanding  Warrants.  The Cash Consideration  shall be due
and payable as follows:

            (a)  $500,000  was paid by wire  transfer of  immediately  available
funds  into  an  account   designed   in   writing   by  the   Company,   as  of
____________________; and

            (b)  $500,000  shall  be  due  in  payable,   by  wire  transfer  of
immediately  available funds into an account designed in writing by the Company,
on November 30, 2007.

Within five (5) business  days of the  issuance of the Shares to the  Investors,
the  Investors  shall  deliver  to the  Company  originals  of all  certificates
representing the Warrants for cancellation by the Company.

     1.4.  Delivery  of  Shares.  On or before  the second  (2nd)  business  day
following the effectiveness of the Articles of Amendment, the Company will issue
to the Investors certificates,  registered in such Investor's name, representing
the  number  of Shares  that such  Investor  is  purchasing  as set forth in the
Schedule of Investors.

     1.5. Termination of Board Warrants.  Subject to the issuance of the Shares,
the Parties  agree that the warrants to purchase  75,000  shares held by each of
the Board Member Investors (the "Board Warrants") are, as of the Effective Date,
hereby amended to provide that they can only be exercised upon the occurrence of
an Event of  Default  described  below.  Absent  the  occurrence  of an Event of
Default, the Board Warrants cannot be exercised.

                                   SECTION 2
                         Representations and Warranties
                         ------------------------------

     2.1.  Company  Representations  and Warranties.  Except as set forth on the
Schedule  of  Exceptions  attached  hereto as Exhibit A, which  disclosures  and
exceptions  will be deemed to be a part of the  representations  and  warranties
made  hereunder,  the Company  hereby  restates all of the  representations  and
warranties set forth under Section 3 of the Purchase Agreement.

     2.2. Investor Representations and Warranties. The Investors hereby restate


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all of the  representations  and  warranties  set forth  under  Section 4 of the
Purchase Agreement.

                                   SECTION 3
                                Other Obligations
                                -----------------

     3.1. Articles of Amendment. The Company, as soon as reasonably practicable,
shall prepare,  execute and file with the Securities and Exchange Commission and
the State of Florida,  all  applicable  reports,  statements,  acknowledgements,
amendments and such other documentation as may be required,  including,  but not
limited to, any preliminary and definitive Information Statements and Forms 8-K,
to effect the  Articles of  Amendment,  so as to enable the Company to issue the
Shares.  The Company  represents  and warrants to the Investors  that, as of the
Effective Date, its Board of Directors has approved an amendment to its Articles
of Incorporation increasing the number of authorized shares of Common Stock from
50,000,000  to  500,000,000  (the  "Articles  of  Amendment"),  and  that it has
received  consents  from the  holders  of a  sufficient  number of shares of its
outstanding  Common Stock as required by Florida law to effectuate  the Articles
of Amendment.

     3.2. Funding Commitment Agreement.  Simultaneously with, and as a condition
to, the  execution  of this  Agreement,  the Company has  executed  that certain
Funding Commitment  Agreement  providing,  among other things,  that Bob Mangold
shall receive common stock purchase  warrants for  ___________  shares of Common
Stock in exchange for (a) a $300,000 short term loan, and (b) continued debt and
equity  financing  to  fund  the  Company's  acquisition  of  real  estate  loan
portfolios  on the  terms  and  subject  to the  conditions  set  forth  in such
agreement.

     3.3. Loan and Security  Interest.  Until such time as the Shares are issued
as provided  herein,  the  $1,000,000,  or such portion thereof as has then been
invested  in the  Company  pursuant to Section 1.2 above shall be deemed to be a
non-interest  bearing loan to the  Company,  payable on demand at any time after
the  expiration of three months from the Effective  Date, and the Company hereby
grants to the  Investors  a  security  interest  in and to all of the  Company's
assets, subject only to purchase money security interests granted by the Company
prior to the Effective Date in and to the real estate loan  portfolios set forth
in the attached Exhibit B.

                                   SECTION 4
                                Event of Default
                                ----------------

     4.1. Event of Default. Each of the following shall be deemed to be an Event
of Default under this Amendment:

            (a) The Company  shall fail to prepare and file with the  Securities
and  Exchange  Commission  (the  "SEC"),  within ten (10)  business  days of the
Effective Date, a preliminary  Information Statement meeting the requirements of
Regulation  14C  promulgated  under the  Exchange  Act of 1934,  as amended (the
"Regulation 14C");

            (b)  The  Company  shall  fail  to file  with  the SEC a  definitive
Information  Statement  meeting the requirements of Regulation 14C within eleven
(11)  business  days  after  the  latter of (i) the  filing  of the  preliminary


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Information Statement,  and (ii) the receipt of comments by the Company from the
SEC with respect to the preliminary Information Statement,

            (c) The Company  shall fail to file,  on or before the  twenty-fifth
(25th) calendar day after filing the definitive  Information  Statement with the
SEC,  the  Articles of  Amendment  with the  Secretary  of State of the State of
Florida, the Articles of Amendment; and

            (d) The  Company  shall fail to issue and  deliver the Shares to the
Investors in accordance with Section 1.4above.

Upon the occurrence of an Event of Default, the Investors may, in addition to
any other right and remedy they may have, declare a default under the loan and
foreclose on the security interest contemplated under Section 3.3 above.

                                  Miscellaneous
                                  -------------

     4.2.  Incorporation  by Reference.  Article 7 and Sections  9.1-9.16 of the
Purchase  Agreement are incorporated into this Agreement by this reference as if
such sections had been fully set forth in this Agreement.

         This Amendment and Agreement is executed as of the Effective Date.

                                              THE COMPANY

                                              MORTGAGE ASSISTANCE CENTER
                                              CORPORATION, a Florida corporation



                                              By: /s/ Ron Johnson
                                                  Ron Johnson, President


                                              INVESTORS:

                                              W.C PAYNE INVESTMENTS, LLC



                                              By: W.C. Payne
                                                  W.C. Payne, Managing Member


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                                             FAX/MACC, L.P.

                                             By: Family Access Exchange II, L.P.
                                                 General Partner

                                             By: FAX GenPar, L.L.C.
                                                 General Partner


                                             By: /s/ Rod Cain Jones
                                                 Rod Cain Jones, President

For the limited purpose of Section 1.5 above:




                                                 /s/ William G. Payne
                                                 William G. Payne




                                                 /s/ Rod Cain Jones
                                                 Rod Cain Jones













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