MORTGAGE ASSISTANCE CENTER CORPORATION

                                 CODE OF ETHICS



  The Company has adopted the following  Code of Ethics to ensure the continuing
integrity of financial  reporting and transactions and general business conduct.
This Code of Ethics sets forth the  fundamental  principles and key policies and
procedures that govern the conduct of all of the Company's  directors,  officers
and employees,  and all  individuals  are required to conduct their personal and
professional  affairs  in a  manner  that is  consistent  with the  ethical  and
professional standards set forth below.



  All directors, officers and employees must:

1.           Engage in and promote  honest and ethical  conduct,  including  the
             ethical  handling  of  actual or  apparent  conflicts  of  interest
             between personal and professional relationships;

2.           Take all  reasonable  measures  to protect the  confidentiality  of
             non-public information about the Company or any affiliate, employee
             or  customer   obtained  or  developed  in  connection  with  their
             activities,  and to prevent  the  unauthorized  disclosure  of such
             information  unless  required by  applicable  law or  regulation or
             legal or regulatory process;

3.           Produce full, fair, accurate, timely and understandable information
             and,  where  applicable,   compliance  with  applicable  accounting
             standards,  in  reports  and  documents  that  the  Company  or any
             affiliate  files with, or submits to, the United States  Securities
             and Exchange  Commission or any applicable  regulatory  body and in
             other  public  communications  made  by the  Company  or any of its
             affiliates;

4.           Act in good faith, responsibly, with due care, competence, prudence
             and diligence,  without misrepresenting  material facts or allowing
             one's independent judgment or decisions to be subordinated;




<PAGE>


5.           Comply with  governmental  laws, rules and regulations,  as well as
             rules and regulations of self-regulatory  organizations  applicable
             to the Company and its affiliates; and

6.           Promptly   bring  to  the  attention  of  senior   management   any
             information  he or she  may  have  concerning  (i)  significant  or
             material  deficiencies  or weaknesses in the design or operation of
             the Company's  internal  controls;  (ii) any fraud,  whether or not
             material,  or any actual or apparent  conflict of interest  between
             personal and  professional  relationships,  involving any member of
             management  or other  employee  who has a  significant  role in the
             Company's financial reporting, disclosures or internal controls, or
             (iii) any other matters which could have a material  adverse effect
             on the Company's ability to record,  process,  summarize and report
             financial data.

  All individuals shall facilitate the work of the Company's  independent public
auditors and shall not, directly or indirectly,  take any action to fraudulently
influence,  coerce,  manipulate  or mislead  the  Company's  independent  public
auditors.



 Every employee is  accountable  for his or her adherence to this Code of Ethics
and the Company's  policies as outlined in its Employee Manual. Any violation of
this Code of Ethics  may result in  disciplinary  action,  up to and  including,
immediate dismissal.



  Any employee who  believes,  in the exercise of reasonable  judgment,  after a
review of the facts, that a violation of this Code of Ethics has occurred, shall
promptly report such violation to the General Counsel and to the Chief Executive
Officer.


<PAGE>

  Mortgage  Assistance  policy  prohibits  retaliation  against any employee who
reports a violation  of this Code of Ethics in good  faith.  As provided by law,
the Company is not permitted to fire, demote,  suspend,  harass, or discriminate
against an employee in retaliation for such employee  providing  information to,
or otherwise assisting or participating in, any investigation or proceeding by a
regulatory  or law  enforcement  agency,  any member of the U. S.  Congress or a
Congressional  committee,  or by the  Company,  relating  to what  the  employee
reasonably  believes is a violation of the securities laws, an act of fraud or a
violation of any wage or discrimination  laws. No Mortgage Assistance  director,
officer,  employee or  representative  is permitted to take any such retaliatory
action.



  If you have any questions  regarding  this Code of Ethics,  please contact the
Company's General Counsel, Michael Caolo, at 972-717-5212.





  I have read and understand the Code of Ethics for Mortgage  Assistance  Center
Corporation.





-----------------------------                                    ---------------

Signature                                                        Date