EXHIBIT 10.1


                          FUNDING COMMITMENT AGREEMENT


     This Funding Commitment  Agreement (the  "Agreement"),  dated as of October
__, 2007 (the "Effective  Date"),  is being made and entered into by and between
Mortgage  Assistance  Center  Corporation,  a Florida  corporation  (hereinafter
referred to as the  "Company"),  and Bob  Mangold,  an  individual  ("Mangold").
FAX/MACC, L.P. and W. C. Payne Investments  (collectively,  the "Investors") are
also party to this Amendment for the limited purpose of Section 3.2. Each of the
Company,  the Investors and Mangold are sometimes  referred to in this Agreement
as a "Party," and collectively, as the "Parties."

                                   BACKGROUND:

     A.  Mangold  either  directly or through an entity owned or  controlled  in
whole or in part by him  ("Lender")  has  previously  provided to the Company in
excess of $9 million in debt  financing  for the Company's  operations  and real
estate portfolio acquisition  activities and desires to continue to provide such
debt financing.

     B. The Company, due to a variety of circumstances, is in need of short-term
capital to fund its operating activities.

     C.  Lender is willing to provide the Company  with  short-term  capital for
operations and willing to continue to provide debt and equity  financing for the
Company's portfolio acquisition activities,  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
                               FUNDING COMMITMENT

     1.1 Short Term Financing. In contemplation of this Agreement,  but prior to
the Effective Date, Lender loaned the Company an aggregate of $300,000, of which
$100,000 was evidenced by a demand  promissory  note in the form attached hereto
as Exhibit A, and $200,000 was evidenced by a sixty (60) day promissory  note in
the form attached hereto as Exhibit B.

     1.2 Debt  Financing  Commitment.  In addition to the  short-term  financing
contemplated  under  Section 1.1 above,  Mangold  shall use his best  efforts to
provide or otherwise  source to the Company up to $30,000,000  in financing,  if
and when requested in writing by the Company, during the period beginning on the
Effective  Date and  ending 12  months  later on the  first  anniversary  of the
Effective Date (the "Term").  Notwithstanding the foregoing,  Mangold shall have
no  liability  to the Company in the event he is unable to provide  financing to
the  Company,  if and  when so  requested;  provided  that,  until  Mangold  has
fulfilled his commitment to the Company under this Section 1.2, neither Mangold,
nor any entity that is owned in whole or part or  controlled in whole or part by
Mangold shall provide any debt, equity or other financing to any other party (a)
whose primary business is to acquire and/or rehabilitate  distressed residential
real  estate  or  loans  secured  by  residential   real  estate   (collectively
"Distressed  Properties"),  or (b) for the  purpose of  acquiring,  managing  or
reselling Distressed Properties.



<PAGE>


     1.3 Equity  Investments.  In the event equity Lender  provides or otherwise
sources  equity to the Company,  the parties shall ensure that such equity shall
not be invested so as to create a  "security"  as defined  under the  applicable
State and Federal securities laws.

     1.4  Compliance  with Laws.  Lender  represents and warrants to the Company
that Lender is not in  violation  of, and the  performance  of its  services and
provision or sourcing of financing  to the Company  hereunder  will not violate,
any applicable law, decree, order or regulation (including,  without limitation,
those relating to any state or federal securities laws), applicable to Lender or
its  business.  Lender  represents  and  warrants  that it is not a party to any
consent decree issued by any governmental  agency,  authority or body that would
prohibit or prevent the consummation of the transactions contemplated under this
Agreement.  Lender  agrees to  cooperate  with the Company  and to execute  such
further  instruments,  documents and agreements and to give such further written
assurances,  as may be reasonably requested by the Company,  including,  but not
limited  to the  delivery  of a legal  opinion  reasonably  satisfactory  to the
Company's counsel, to better evidence Lender's compliance with this Section 1.4.

                                   ARTICLE II
                                 LOANS AND NOTES

     2.1 Promissory Notes. All debt financing provided by Lender shall be in the
form of loans  to the  Company  and will be  evidenced  by  promissory  notes in
increments of no less than $500,000 per note with the following  maturities  and
interest rates (a) a maturity of 24 months with an interest rate of no more than
12% per annum,  and (b) a maturity of 36 months with an interest rate of no more
than 14% per annum,  in each case in the form attached  hereto as Exhibit C (the
"Notes").  If,  during the Term,  Lender  offers to the Company a loan under the
terms and  conditions  of this  Agreement,  the Company will accept the loan and
execute  appropriate  Notes  within ten (10)  business  days of Lender's  offer;
provided, however, that in no event shall the Company be obligated to accept one
or more Notes,  if and to the extent (i) the Company  has  provided  Lender with
thirty (30) days prior written notice that the Board of Directors of the Company
has  determined  that the  Company is not in need of  additional  funding at the
particular  time set forth in the notice;  (ii) the aggregate  Notes accepted by
the Company under this Agreement  would exceed  $30,000,000,  (iii) the Board of
Directors of the Company reasonably determines that obligating the Company under
the subject Note could be construed as a violation of its fiduciary  duty to the
Company or its shareholders;  or (iv) Lender is in material breach of any of its
representations or warranties at the time such Note is offered.

     2.2 Interest Rate.  Interest on the amounts  advanced under the Notes shall
begin to accrue as of the date the subject amounts are advanced and the interest
rate shall be computed  at the rate set forth in the  applicable  Note,  for the
actual number of days elapsed and on the basis of a year consisting of 360 days,
unless the maximum  legal  interest  rate would  thereby be  exceeded,  in which
event, to the extent  necessary to avoid  exceeding such maximum rate,  interest
shall be  computed  on the basis of the  actual  number of days  elapsed  in the
applicable calendar year in which it accrued.

     2.3 Security Interest. Within twenty (20) business days of Lender providing
debt financing to the Company,  the Company shall provide Lender with a security
interest with respect to such financing,  in and to one or more of the Company's
real estate loan  portfolios  having a value (as  determined by a broker's price
opinion  issued by a third party real  estate  broker  selected by the  Company)
equal to at least 120% of the amount of the financing  provided,  or the Company
shall secure the Note with actual cash equivalent collateral.

     2.4 Home Office  Payment.  The Company  will pay all sums  becoming  due on
Notes  for  principal  and  interest  to the  Lender  in cash (by  check or wire
transfer to the account(s)  designated in writing by such Lender) at the address
specified below for Mangold, or by such other method or at such other address as
the Lender shall have from time to time  specified to the Company in writing for



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<PAGE>

such purpose,  without the  presentation or surrender of such Note or the making
of any notation  thereon,  except that upon written  request of the Company made
concurrently with or reasonably  promptly after payment or prepayment in full of
any Note, Lender shall surrender such Note for cancellation, reasonably promptly
after such request, to the Company at its principal executive office.

     2.5 Maximum Lawful Rate. In no event,  whether by reason of acceleration of
the maturity of the amounts due hereunder or otherwise,  shall interest and fees
contracted for,  charged,  received,  paid or agreed to be paid to Lender exceed
the  maximum  amount  permissible  under  such  applicable  law.  If,  from  any
circumstance  whatsoever,  interest  and fees would  otherwise be payable to the
Lender in excess of the maximum amount  permissible  under  applicable  law, the
interest  and fees  shall be  reduced  to the  maximum  amount  permitted  under
applicable  law.  If from any  circumstance,  the  Lender  shall  have  received
anything of value  deemed  interest by  applicable  law in excess of the maximum
lawful amount, an amount equal to any excess of interest shall be applied to the
reduction of the principal  amount of the applicable  Notes, as the case may be,
in such manner as may be  determined  by the  Lender,  and not to the payment of
fees or interest,  or if such excessive  interest  exceeds the unpaid balance of
the  principal  amount of the Notes,  as the case may be, such  excess  shall be
refunded to the Company.  Further,  Lender's  obligation  to provide the Company
with any  financing  shall be  suspended  when,  and for so long as, the maximum
interest  rate  permissible  under  applicable  law is less than twelve  percent
(12%).

     2.6 Origination  Fees. Lender shall be entitled to a cash fee equal to five
percent (5%) of any and all amounts  advanced  under the Notes or joint  venture
equity  actually  funded to the Company as originated by Lender,  with such cash
fee to be due and payable to Lender immediately at funding of the Notes or joint
venture in the form of a certified or cashiers check.

     2.7 Modification of Letter  Agreement.  The Parties agree that the previous
letter agreement  granting Mangold equity in the Company in the form of warrants
to purchase common stock as compensation  for arranging debt financing is hereby
amended so as to eliminate  such warrant  compensation,  with the  understanding
that all other  terms and  conditions  of such  previous  letter  agreement  are
ratified and confirmed hereby.

                                  ARTICLE III
                                   CONDITIONS

     Simultaneously  with,  and  as  a  condition  to,  the  execution  of  this
Agreement:

     3.1  FAX/MACC  Agreement.  The  Company  shall  execute  an  Amendment  and
Agreement (the "Amendment and Agreement")  with the Investors,  William G. Payne
and Rod Cain Jones  providing,  among other  things,  that the  Investors  shall
receive  267,347,556  shares of common stock of the Company  ("Common Stock") in
exchange for (a) $1,000,000 in cash as an equity investment in the Company,  and
(b) with the understanding that the Amendment and Agreement shall not affect the
outstanding  shares of the Company's Series A Preferred  Stock,  $.001 par value
per share; however, the Parties agree that any and all warrants for Common Stock
of the Company held by the Parties  shall be voided and of no further  force and
effect, all in exchange for the consideration as set forth in this Agreement and
in the Amendment and Agreement.

     3.2 Board  Representation.  The  Company,  Mangold and the  Investors  each
hereby agree that for so long as the  principal  balance  outstanding  under the
Notes is $5,000,000 or more,  Mangold and the Investors shall vote all shares of
Common Stock over which Mangold and such Investor have control,  in favor of (a)
one nominee for the Company's Board of Directors  designated by Mangold, and (b)
two nominees for the Company's Board of Directors designated by the Investors.



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<PAGE>


     3.3 Board  Approval.  The Company's  Board of Directors shall have approved
this Agreement.


                                   ARTICLE IV
               ISSUANCE OF COMMON STOCK; RESTRICTIONS ON TRANSFER

     4.1 Shares of Common Stock. As additional consideration for Lender to enter
in to this Agreement, the Company shall:


            (a) upon the issuance of shares of Common Stock to the  Investors as
provided under the Amendment and Agreement (a copy of which has been provided to
Lender),  issue to Lender non-assignable  warrants to purchase 37,522,464 shares
of Common Stock (the Initial Shares") for a period of five (5) years at a strike
price per share  equal to the  closing  stock  price on the  Effective  Date per
share; and

            (b) issue to Lender  additional  warrants for  3,752,246  additional
shares of Common Stock (the  "Subsequent  Shares,  and together with the Initial
Shares, the "Shares"), for every $2,000,000 in amounts advanced by Lender to the
Company during the Term, up to a maximum of 56,283,696  Subsequent  Shares.  The
strike price per share for the additional warrants shall be equal to the closing
stock price on the day prior to the date of issuance of such warrants. Shares of
Common Stock issuable to Lender under this subsection  3.2(b) shall be issued on
a calendar  quarterly  basis, on twentieth (20th) day of the month following the
end of a  calendar  quarter,  for funds  advanced  to the  Company  during  such
calendar quarter.

     4.2 Restricted  Securities.  Lender acknowledge that the Shares will not be
registered under the Securities Act of 1933, as amended,  and may be resold only
if  registered  pursuant  to  the  provisions  of  the  Securities  Act or if an
exemption from  registration is available,  and that the Company is not required
to register the Shares.

     4.3 Lender's Representations. Mangold hereby represents and warrants to the
Company  (and each  Lender will do so again with the  issuance of each  warrant)
that it is an "accredited  investor" within the meaning of Rule 501(a) under the
Securities  Act and is acquiring the Shares for  investment for its own account,
with no present intention of dividing its participation with others or reselling
or otherwise  distributing  the same in violation of the  Securities  Act or any
applicable state securities laws. The Company may place an appropriate legend on
the Shares owned by Lender concerning the restrictions set forth in this Article
IV.

                                   ARTICLE V
                                    COVENANTS

     After  the  Effective  Date  and  for  so  long  as the  principal  balance
outstanding  under  all  Notes is  $5,000,000  or  more,  unless  Mangold  shall
otherwise consent in writing:

     5.1 Conduct of Business. The Company will carry on and conduct its business
in  substantially  the same  manner  and in  substantially  the same  fields  of
enterprise as it is presently  conducted  and do all things  necessary to remain
duly  incorporated  or organized,  validly  existing and in good standing in its
jurisdiction  of  incorporation  or  organization  and  maintain  all  requisite
authority to conduct its business in each  jurisdiction in which its business is
conducted.   Without  limiting  the  generality  of  the  foregoing,  except  as
contemplated  under this  Agreement or under the  Amendment and  Agreement,  the
Company will not take any action to change the members of its board of directors
(except to the extent  such change  results  from the  election of the  nominees
designated by Mangold or the Investors as contemplated under Section 3.2 above).

     5.2  Insurance.  The  Company  will  maintain  with  financially  sound and
reputable insurance companies insurance on all its respective properties whether
real, personal,  tangible,  intangible, or mixed (collectively  "Property"),  in



                                                                               4
<PAGE>

such  amounts  and  covering  such risks as is  consistent  with sound  business
practice.

     5.3  Compliance  with  Laws.  The  Company  will  comply,  in all  material
respects,  with  all  laws,  rules,   regulations,   orders,  writs,  judgments,
injunctions, decrees or awards to which it may be subject.

     5.4 Maintenance of Properties.  The Company will do all things necessary to
maintain,  preserve, protect and keep its Property in good repair, working order
and  condition,  and  make  all  necessary  and  proper  repairs,  renewals  and
replacements  so that its business  carried on in  connection  therewith  may be
properly conducted at all times.

                                   ARTICLE VI
                               GENERAL PROVISIONS

     6.1 Governmental  Regulation.  Anything  contained in this Agreement to the
contrary  notwithstanding,  no Lender shall be obligated to extend credit to the
Company in violation of any limitation or prohibition provided by any applicable
statute or regulation.

     6.2 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.

     6.3 Entire  Agreement.  This  Agreement  and the Exhibits  attached  hereto
embody the entire  agreement and  understanding  among the Parties and supersede
all prior  agreements  and  understandings  among the  Parties  relating  to the
subject matter hereof.

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


     6.5  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.

     6.6  Non-liability of Lender.  The relationship  between the Company on the
one hand and the Lender on the other hand shall be solely that of  borrower  and
lender. Lender shall not have any fiduciary responsibilities to the Company, nor
shall Company have any fiduciary duties to Lender under this Agreement.

     6.7  Confidentiality.  Lender 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  Lender,  (b) to  regulatory  officials,  (c) to any person as
required  by  law,  regulation,  or  legal  process,  and (d) to any  person  in
connection with any legal proceeding to which Lender is a party.

     6.8 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



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<PAGE>

hours  after such  communication  is  deposited  in the mails  with first  class
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 Lender.

     6.9 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.

     6.10 VENUE. THE EXCLUSIVE JURISDICTION FOR ANY CLAIM OR CONTROVERSY ARISING
OUT OF OR  RELATING  TO ANY LOAN  DOCUMENTS  SHALL BE IN THE STATE  AND  FEDERAL
COURTS LOCATED IN DALLAS COUNTY,  TEXAS AND EACH PARTY HERETO IRREVOCABLY WAIVES
ANY  OBJECTION  IT MAY NOW OR  HEREAFTER  HAVE AS TO THE VENUE OF ANY SUCH SUIT,
ACTION  OR  PROCEEDING  BROUGHT  IN  SUCH A  COURT  OR  THAT  SUCH  COURT  IS AN
INCONVENIENT FORUM.

     6.11  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. This Agreement shall be effective when it has been executed by each
Party.

     The  Parties  have  executed  this  Agreement  as of the date  first  above
written.

                                     MORTGAGE ASSISTANCE CENTER
                                     CORPORATION, a Florida corporation



                                     By: /s/ Ron Johnson
                                     Ron Johnson, President

                                     Address for Notice:

                                     1341 W. Mockingbird Lane, Suite 1200W
                                     Dallas, Texas 75247
                                     Facsimile: 214-670-0001


                                     MANGOLD



                                     By: /s/ Robert Mangold
                                     Robert Mangold, Individually and personally

                                     Address for Notice:
                                     _______________________________________
                                     _______________________________________
                                     Facsimile:        _____________________





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<PAGE>



For the limited purpose of Section 3.2 above:

                                         W.C PAYNE INVESTMENTS, LLC



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

                                         Address for Notice:
                                         _______________________________________
                                         _______________________________________
                                         Facsimile:        _____________________

                                         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

                                         Address for Notice:

                                         100 Crescent Court
                                         Suite 200
                                         Dallas, Texas 75201

                                         Facsimile: 214-720-2006







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                                    EXHIBIT A

                                   DEMAND NOTE
























                                      A-1


<PAGE>



                                    EXHIBIT B

                                 SIXTY DAY NOTE




























                                      B-1

<PAGE>



                                    EXHIBIT C

                            FORM OF PROMISSIORY NOTE







































                                      C-1