EXHIBIT 10.3

                            VENTURE FUNDING AGREEMENT

     This  Venture  Funding  Agreement,  dated  as  of  October  22,  2007  (the
"Effective  Date"), is made and entered into by and between Mortgage  Assistance
Center Corporation,  a Florida corporation  (hereinafter  referred to as "MACC")
and  its  wholly-owned  subsidiary,  Mortgage  Assistance  Corporation,  a Texas
corporation,  (hereinafter  referred  to as "MAC")  with both  having  corporate
offices at 1341 W. Mockingbird Lane, Suite 1200W,  Dallas Texas 75247 (with both
corporations  hereinafter  collectively  referred to as the "Company"),  and HBK
Fund MS LLC, a Delaware limited liability  company ("HBK").  Each of the Company
and  HBK  are  sometimes  referred  to  in  this  Agreement  as a  "Party,"  and
collectively, as the "Parties."

                                   BACKGROUND:

     A.  The  Company   engages  in  the   business  of   acquiring,   managing,
rehabilitating  and reselling  residential real estate or  non-performing  loans
secured by residential real estate (collectively "Distressed Properties").

     B. HBK has  expressed an interest in  providing  the Company with funds for
the acquisition,  management,  rehabilitation  and resale of certain  Distressed
Properties,  and the Company is willing to accept such  funding,  all subject to
the terms and conditions set forth in this Agreement.

                                   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.

                                   ARTICLE I
                                 VENTURE FUNDING

1.1  Distressed Property Portfolios Acquisition.
     -------------------------------------------

            (a) During the period  beginning on the Effective Date and ending on
the date that HBK has  invested a total of $75  million in  Ventures  (hereafter
defined) (the "Term"),  the Company,  in its regular  course of business,  shall
identify  portfolios  of  Distressed  Properties  that  are  being  offered  for
acquisition  ("Portfolios")  that the Company in its judgment believes may be an
attractive  and prudent  investment.  During the Term, the Company shall present
all information  available to the Company regarding potential Portfolios and the
Company's   analysis  of  such  Portfolios  to  HBK  (prior  to  providing  such
information to any other person or entity) in detail sufficient to enable HBK to
conduct an evaluation  regarding the  advisability of funding the acquisition of
any such Portfolio  including,  without limitation,  the purchase price for such
Portfolio and the proposed  Operational  Reserve (hereafter  defined) related to
such  Portfolio  (such  information  is  referred  to in this  Agreement  as the
"Initial  Information").  HBK will have a period of three (3) Business Days from
the receipt of Initial  Information  regarding a Portfolio to request additional
information  regarding  such  Portfolio  ("Additional  Information"),  it  being
understood  and  acknowledged  by the  parties  hereto that HBK has the right to
request such  information with respect to each Portfolio as HBK needs to make an


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informed investment  decision with respect to such Portfolio.  In the event that
HBK requests  Additional  Information  with respect to a Portfolio,  the Company
shall use its best  efforts to acquire or develop such  Additional  Information,
provided that the Company shall not be required to incur unreasonable expense in
doing so. The  Company  acknowledges  and agrees that if it is unable to provide
requested Additional  Information with respect to a Portfolio,  the Company will
not present  information  regarding  the  Portfolio  with  respect to which such
Additional  Information  is requested to any other person or entity.  As used in
this  Agreement,  the term  "Business  Day"  shall  mean (x) any day other  than
Saturday or Sunday or (y) any other day on which banks in Texas are  required or
permitted to be closed.

            (b)  Throughout  the Term,  HBK shall have a five (5)  Business  Day
period from (i) HBK's receipt of the Initial  Information (in the event that HBK
does not request  Additional  Information)  or (ii) HBK's  receipt of Additional
Information  that HBK deems  complete,  to elect to fund the  acquisition of the
Portfolio described in the Initial Information through capital  contributions to
a limited liability company formed for the sole purpose of purchasing, managing,
rehabilitating  and reselling  the  Distressed  Properties in such  Portfolio (a
"Venture").

            (c) Each Venture  created in connection with this Agreement shall be
formed and operate  pursuant to a company  agreement in the form attached hereto
as Exhibit A, and HBK's  capital  contributions  to such Venture  shall be in an
amount  equal to the  agreed  upon  purchase  price for the  acquisition  of the
Portfolio.  HBK shall also provide each Venture with a "drawdown"  loan facility
in an amount not to exceed the amount of any third party  expenses  estimated by
the  Company  to  operate  the  Venture  (the  "Operational  Reserve")  with the
understanding  that the Company shall have the option to borrow monies from such
"drawdown"  loan  facility  on a monthly  basis so as to minimize  the  interest
expense incurred by the Venture with any particular Portfolio.

            (d) During the Term,  the Company  will not present to any person or
entity other than HBK an opportunity to purchase a Portfolio  unless the Company
has  presented  to  HBK  Initial  Information  and,  if  applicable,  Additional
Information  that HBK deems  complete,  related to such  Portfolio and, in cases
where Initial Information or Additional Information deemed by HBK to be complete
has been  delivered to HBK, HBK has not elected to fund the  acquisition of such
Portfolio within the time frames set forth in Section 1.1(b).

            (e)  HBK   acknowledges   and  agrees  that  many  sellers  offering
Portfolios  for sale may require,  and HBK agrees to provide in a timely  manner
with respect to Ventures  HBK has elected to fund,  one or more letters from HBK
regarding  "proof of funds" and other such "letters of financial  capability" to
provide  evidence  that  the  Venture  has the  ability  to fund and  close  the
acquisition of any particular  Portfolio then being pursued by the Venture.  For
purposes  of  clarification,  a  separate  limited  liability  company  shall be
established by the parties for each Portfolio presented to HBK and for which HBK
exercises its funding option under this Section 1.1.



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<PAGE>

1.2  Out-of-Pocket Expenses.
     -----------------------

            (a) In the event that the actual third party expenses  incurred by a
Venture exceed the Operational Reserve or Additional Reserves (as defined below)
loaned to the  Venture  by HBK or HBK's  affiliate,  HBK Fund  L.P.,  a Delaware
limited  partnership ("HBK Fund"),  HBK shall or shall cause HBK Fund to, if and
when so requested,  loan to such Venture,  an amount  sufficient to (i) pay such
excess third party expenses,  plus (ii) fund an additional  operational  reserve
then  estimated  by the  Venture to be needed to  operate  the  Venture  for the
ensuing four (4) month period (the "Additional  Reserves").  HBK's obligation to
fund or cause HBK Fund to fund Additional Reserves through a loan is conditioned
on the  Company  providing  to  HBK  documentation  establishing  the  need  for
Additional Reserves in form and substance reasonably acceptable to HBK. Under no
circumstances  shall HBK or HBK Fund be  obligated to fund  Additional  Reserves
exceeding 25% of the  Operational  Reserve for a Venture in a single instance or
100% of the Operational Reserve for a Venture in the aggregate.

            (b) The Parties  agree that the  Servicing  Agreement  to be entered
into  between MAC and each  Venture  shall  provide that MAC as the servicer for
each Venture  shall be permitted to utilize  proceeds from the sale or rental of
Portfolio  properties  to pay any  and all  necessary,  proper  and  appropriate
third-party expenses and costs directly related to the respective Portfolio, and
to repay any loans for any  Operating  Reserve  or  Additional  Reserve so as to
minimize the interest expense and priority return of the Venture.

1.3  Sourcing Fee.
     -------------

     In the event that HBK elects pursuant to Section 1.1 to fund a Venture, HBK
shall pay to the Company a fee equal to three percent (3%) of the purchase price
for the  Portfolio  purchased  by the  Venture  (the  "Sourcing  Fee")  with the
understanding  that no monies in the Operational  Reserve or Additional  Reserve
shall be included in the calculation of the Sourcing Fee. The Sourcing Fee shall
be due and payable to the Company at closing of the acquisition of the Portfolio
by the Venture,  in cash, by wire transfer of immediately  available funds to an
account  designated in writing by the Company.  From time to time  properties or
promissory  notes  acquired as part of a Portfolio may be returned to the seller
of the  Portfolio  by a Venture  due to title or other  issues and the  purchase
price is  returned to MAC, in which case such  returned  purchase  price and the
previously  paid 3% Sourcing Fee  attributable  to such returned  purchase price
will be paid over to HBK.

                                   ARTICLE II
                                 LOANS AND NOTES

2.1  Promissory Notes.
     -----------------

     All Additional Reserves provided by HBK or HBK Fund shall be in the form of
a loan to the Company and will be evidenced by one or more promissory notes with
a maturity  of no less than one (1) year and an interest  rate of eight  percent
(8%) per  annum,  and shall be in the form  attached  hereto  as  Exhibit B (the
"Notes").  Each  "drawdown"  facility  referenced  in  Section  1.1(c)  will  be
evidenced by a promissory  note with a maturity of no less than one (1) year and
an  interest  rate of eight  percent  (8%) per  annum,  and shall be in the form
attached hereto as Exhibit C (the "Drawdown  Note").  The Parties agree that the
funding  by HBK of any such  Notes or  Drawdown  Note  shall  not be deemed as a
capital contribution by HBK nor as part of any preferred or priority return.



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<PAGE>

                                  ARTICLE III
                               ISSUANCE OF WARRANT

     3.1 As additional  consideration  for HBK to enter into this Agreement,  as
soon as practicable after execution of this Agreement, and no later than October
31,  2007,  MACC shall  grant to HBK a Warrant to purchase a number of shares of
the MACC's common  stock,  $.001 par value per share  ("Common  Stock") equal to
one-third of the outstanding shares of MACC's Common Stock determined on a fully
diluted  basis at an  exercise  price of $0.001 per  share.  The  Warrant  shall
include  the  terms  set  forth  in this  Section  3.1 and  shall be in form and
substance satisfactory to HBK.

            (a) The Warrant shall vest and become  immediately  exercisable with
respect to:

                  (i)  Three and 1/3  percent  (3.33%)  of the  shares of Common
Stock for which the  Warrant  is  exercisable  for each $2.5  million in Venture
funding  HBK  provides  pursuant  to  this  Agreement,  up  to an  aggregate  of
$25,000,000 in funding.

                  (ii) Six and 1/3 percent (6.67%) of the shares of Common Stock
for which the Warrant is  exercisable  for each $2.5 million in Venture  funding
HBK provides pursuant to this Agreement,  subsequent to the first $25,000,000 in
funding.

            (b) Vesting shall occur only in whole increments  (i.e., a full $2.5
million  in funding is  required  for each  vesting).  No  vesting  shall  occur
following expiration of the Term.

            (c) To the extent vested, the Warrant shall remain exercisable for a
period of five years from the Effective Date.

            (d) The Warrant shall include a cashless exercise provision.

            (e) The number of shares of Common Stock issuable on exercise of the
Warrant  automatically  shall adjust upward on the date of  consummation  of the
equity investment in MACC described under the caption "Cash Requirements" in the
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  contained in MACC's  Quarterly Report on Form 10-QSB for the quarter
ended June 30,  2007 (the  "Consummation  Date") so that as of the  Consummation
Date the Warrant  shall be  exercisable  for a number of shares of Common  Stock
equal to one-third (?) of the outstanding shares of MACC Common Stock determined
on a fully diluted basis.

            (f) The Warrant shall include anti-dilution provisions substantially
similar to those contained in the Warrant dated July 5, 2007 executed by MACC in
favor of W.C. Payne Investments, L.L.C.

            (g) MACC will covenant to (i) file, (ii) maintain  effectiveness  of
and (iii)  update to the  extent  required  by law until the  expiration  of the
Warrant a registration statement on Form S-2 (a "Registration  Statement") under
the Securities Act of 1933, as amended (the "Securities  Act") registering under
the  Securities  Act the re-sale by HBK of shares  issued  upon  exercise of the
Warrant.  Such  Registration  Statement  must  be  filed  within  45 days of the



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<PAGE>

Effective  Date and  declared  effective  no later  than 60 days  following  the
Effective Date if the Securities  and Exchange  Commission  ("SEC") staff elects
not to review the  Registration  Statement or 120 days  following  the Effective
Date if the SEC staff elects to review the Registration Statement. MACC shall be
obligated to pay to HBK as liquidated  damages for each full calendar month that
MACC is not in compliance with this Section 3.1(g) through the expiration of the
Warrant an amount  equal to two percent  (2%) of the  aggregate  funding HBK has
provided to Ventures as of the first day of the calendar month in question.

                                   ARTICLE IV
                               GENERAL PROVISIONS

     4.1 Headings.  Section  headings in this  Agreement are for  convenience of
reference only, and shall not govern the interpretation of any of the provisions
of this Agreement.

     4.2 Entire Agreement.  This Agreement and the Exhibits attached hereto, the
Company  Agreement entered into concurrently with the execution of the Agreement
related  to the  initial  Venture  and  the  Servicing  Agreement  entered  into
concurrently  with this Agreement between the initial Venture and MAC embody the
entire agreement and  understanding  among the Company and HBK and supersede all
prior  agreements and  understandings  among the Company and HBK relating to the
subject matter thereof.

     4.3 Amendment.  No amendment or  modification  to this  Agreement  shall be
effective, unless in writing and signed by all the Parties.

     4.4  Severability.  Any  provision  in  this  Agreement  that is held to be
inoperative,  unenforceable,  or invalid in any  jurisdiction  shall, as to that
jurisdiction,  be inoperative,  unenforceable,  or invalid without affecting the
remaining provisions in that jurisdiction or the operation,  enforceability,  or
validity  of that  provision  in any  other  jurisdiction,  and to this  end the
provisions of this Agreement are declared to be severable.

     4.5  Non-liability  of HBK. HBK shall have no obligation to fund a Venture,
and shall have no  liability  to the Company or any other party  rising out of a
decision  by HBK not to  fund a  Venture.  HBK  shall  not  have  any  fiduciary
responsibilities to the Company,  nor shall Company have any fiduciary duties to
HBK under this Agreement.

     4.6 Confidentiality.  HBK agrees to hold any confidential information which
it may receive from the Company pursuant to this Agreement in confidence, except
for  disclosure  (a) to  legal  counsel,  accountants,  and  other  professional
advisors  to  such  HBK,  (b) to  regulatory  officials,  (c) to any  person  as
requested pursuant to or as required by law,  regulation,  or legal process, and
(d) to any  person in  connection  with any legal  proceeding  to which HBK is a
party.

     4.7 Notices.  All notices,  requests and other  communications to any party
hereunder  shall be in writing  (including  electronic  transmission,  facsimile
transmission  or  similar  writing)  and shall be given to such party at (a) its
address or facsimile  number set forth on the signature pages hereof or (b) such
other address or facsimile number as such party may hereafter specify. Each such
notice,  request  or  other  communication  shall be  effective  (i) if given by
facsimile  transmission,  when  transmitted to the facsimile number specified in
this Section and confirmation of receipt is received,  (ii) if given by mail, 72
hours  after such  communication  is  deposited  in the mails  with first  class



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<PAGE>

postage prepaid,  addressed as aforesaid,  or (iii) if given by any other means,
when  delivered  (or, in the case of electronic  transmission,  received) at the
address specified in this Section. All statements,  notices,  closing documents,
and requests hereunder shall be furnished to each of the HBK.

     4.8 Use of HBK Name.  The  Company  agrees  that  neither it nor any of its
officers, directors, employees or agents shall in connection with this Agreement
or in the conduct of the  business  of any  Venture  use or  disclose  under any
circumstances  whatsoever  the name "HBK" without the prior written  approval of
HBK,  except to  employees,  accountants,  attorneys,  bankers,  or other legal,
accounting,  or business  agents or  representations  who would have a valid and
proper  business need to know the identity of HBK unless  otherwise  required or
compelled  by state  or  federal  law.  HBK  acknowledges  that  the  terms  and
conditions of this Agreement, including the disclosure of HBK as a party hereto,
will be disclosed in, and this  Agreement will be filed as an exhibit to, MACC's
public  filings  with the  Securities  and  Exchange  Commission,  and that this
Section  4.8 shall not  prohibit,  nor shall MACC be  required  to obtain  HBK's
consent to, such disclosures or filings.

     4.9 CHOICE OF LAW. THE LOAN DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL  LAWS OF THE STATE OF TEXAS,  WITHOUT  REGARD TO ITS CHOICE OF LAWS
PROVISIONS.

     4.10  Arbitration.  Any  controversy  arising  out of or  relating  to this
Agreement, or the breach thereof shall be settled by arbitration administered by
the  American   Arbitration   Association  in  accordance  with  its  commercial
arbitration  rules in  Dallas  County,  Texas and  judgment  on the award may be
entered in any court having jurisdiction thereof.

     4.11  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts,  all of which taken together shall  constitute one agreement,  and
any of the  parties  hereto may  execute  this  Agreement  by  signing  any such
counterpart. The Company and the HBK have executed this Agreement as of the date
first above written.

















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<PAGE>


Address for notices:                                 MORTGAGE ASSISTANCE CENTER
                                                     CORPORATION
1341 W. Mockingbird Lane
Suite 1200 W.
Dallas, Texas 754247                                 By: /s/ Ron Johnson
Attn:  President                                         Ron Johnson, President
Fax No.:  (214) 670-0001


Address for notices:                                 HBK FUND MS LLC

300 Crescent Court
Suite 700
Dallas, Texas 75201                                  By: /s/ William E. Rose
Attn:  Legal Department                              Name: William E. Rose
Fax No.:  (214) 758-1207                             Title: Authorized Signatory


Address for notices:                                 MORTGAGE ASSISTANCE
                                                     CORPORATION
1341 W. Mockingbird Lane
Suite 1200 W.
Dallas, Texas 754247                                 By:  /s/ Ron Johnson
Attn:  President                                          Ron Johnson, President
Fax No.:  (214) 670-0001








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                                    EXHIBIT A

                                COMPANY AGREEMENT
























                                      A-1


<PAGE>




                                    EXHIBIT B

                             FORM OF PROMISSORY NOTE




















                                      B-1



<PAGE>




                                    EXHIBIT C

                              FORM OF DRAWDOWN NOTE
































                                       C-1