Exhibit 10.1




                                COMPANY AGREEMENT


                                       OF


                            Canyon Ferry Capital LLC




                        A TEXAS LIMITED LIABILITY COMPANY

                        EFFECTIVE AS OF DECEMBER __, 2006




THE MEMBERSHIP  INTERESTS HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF
1933, AS AMENDED,  OR ANY APPLICABLE  STATE  SECURITIES ACTS. SUCH INTERESTS ARE
BEING ACQUIRED FOR INVESTMENT ONLY, AND MAY NOT BE SOLD, PLEDGED,  HYPOTHECATED,
DONATED OR OTHERWISE  TRANSFERRED  IN THE ABSENCE OF AN  EFFECTIVE  REGISTRATION
UNDER SUCH ACTS OR AN OPINION OF COUNSEL  SATISFACTORY  TO THE COMPANY THAT SUCH
REGISTRATION  IS NOT REQUIRED WITH RESPECT TO THE PROPOSED  DISPOSITION  THEREOF
AND THAT SUCH  DISPOSITION  WILL NOT CAUSE THE LOSS OF THE EXEMPTION  UPON WHICH
THE  ISSUER  RELIED  IN  SELLING  THESE  MEMBERSHIP  INTERESTS  TO THE  ORIGINAL
PURCHASER THEREOF.

THE MEMBERSHIP INTERESTS AND THE TRANSFER THEREOF ARE SUBJECT TO QUALIFICATIONS,
LIMITATIONS  AND  RESTRICTIONS  SET  FORTH IN THIS  COMPANY  AGREEMENT,  AND THE
MEMBERSHIP  INTERESTS  SHALL NOT BE  TRANSFERRED  UPON THE BOOKS OF THE  COMPANY
UNTIL THE TERMS AND CONDITIONS OF THIS AGREEMENT HAVE BEEN FULLY COMPLIED WITH.




Company Agreement Canyon Ferry Capital LLC
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                                TABLE OF CONTENTS


ARTICLE I.  FORMATION..........................................................1

   1.1.    FORMATION...........................................................1
   1.2.    PRINCIPAL PLACE OF BUSINESS.........................................1
   1.3.    REGISTERED AGENT OFFICE.............................................1
   1.4.    TERM................................................................1
   1.5.    PURPOSE.............................................................1

ARTICLE II.  RIGHTS AND DUTIES OF MANAGERS.....................................1

   2.1.    MANAGEMENT OF COMPANY VESTED IN THE MANAGERS........................1
   2.2.    CERTAIN POWERS OF MANAGERS..........................................2
   2.3.    LIABILITY FOR CERTAIN ACTS..........................................2
   2.4.    MEMBERS AND MANAGERS HAVE NO EXCLUSIVE DUTY TO COMPANY..............2
   2.5.    AUTHORITY OF MANAGERS TO DEAL WITH AFFILIATES.......................3
   2.6.    NUMBER OF MANAGERS..................................................3
   2.7.    COMPENSATION AND FEES...............................................3

ARTICLE III.  RIGHTS AND OBLIGATIONS OF MEMBERS................................3

   3.1.    LIMITATION OF MEMBERS' LIABILITIES..................................3
   3.2.    NO CONTROL OF BUSINESS OR RIGHT TO ACT FOR COMPANY..................3
   3.3.    PRIORITY AND RETURN OF CAPITAL......................................3
   3.4.    MEETINGS OF THE COMPANY; VOTING RIGHTS..............................4
   3.5.    POWERS RESERVED TO THE MEMBERS......................................4

ARTICLE IV.  COMPANY BOOKS AND RECORDS; AMENDMENT OF AGREEMENT;
             POWER OF ATTORNEY.................................................5

   4.1.    AMENDMENT OF AGREEMENT..............................................5
   4.2.    BOOKS AND RECORDS, ACCOUNTING, REPORTS, TAX ELECTIONS...............5

ARTICLE V.  CONTRIBUTIONS TO THE COMPANY; CAPITAL ACCOUNTS;
            SECURITIES MATTERS.................................................7

   5.1.    INITIAL CAPITAL CONTRIBUTIONS.......................................7
   5.2.    ADDITIONAL CONTRIBUTIONS; ADDITIONAL UNITS; PREEMPTIVE RIGHTS.......7
   5.3.    FAILURE TO CONTRIBUTE ADDITIONAL CONTRIBUTIONS......................7
   5.4.    CAPITAL ACCOUNTS....................................................7
   5.5.    SECURITIES MATTERS..................................................8

ARTICLE VI.  ALLOCATIONS, DISTRIBUTIONS........................................8

   6.1.    ALLOCATIONS OF PROFITS AND LOSSES...................................8
   6.2.    SPECIAL ALLOCATIONS.................................................8
   6.3.    DISTRIBUTIONS......................................................10

ARTICLE VII.  TRANSFERABILITY.................................................11

   7.1.    GENERAL............................................................11
   7.2.    TRANSFERS NOT REQUIRING PRIOR CONSENT..............................11
   7.3.    VOLUNTARY TRANSFER PROCEDURE.......................................11
   7.4.    PURCHASE PRICE.....................................................12
   7.5.    REMEDIES...........................................................13
   7.6.    EFFECT OF TRANSFER OF INTEREST.....................................13

ARTICLE VIII.  ADMISSION AND WITHDRAWAL OF MEMBERS............................13

   8.1.    ADMISSION OF MEMBERS...............................................13
   8.2.    WITHDRAWAL OF MEMBERS..............................................14

ARTICLE IX.  WINDING UP AND TERMINATION.......................................14

Company Agreement Canyon Ferry Capital LLC

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   9.1.    EVENTS REQUIRING WINDING UP........................................14
   9.2.    WINDING UP, LIQUIDATION AND DISTRIBUTION OF ASSETS.................14
   9.3     RETURN OF CONTRIBUTION NONRECOURSE TO MEMBERS......................15

ARTICLE X.  MISCELLANEOUS.....................................................15

   10.1.   NOTICE.............................................................15

   10.2.   WAIVER OF NOTICE...................................................15

   10.3.   AUTHORITY TO BIND THE COMPANY......................................15

   10.4.   WAIVER OF ACTION FOR PARTITION.....................................15

   10.5.   INDEMNIFICATION BY COMPANY.........................................15

   10.6.   CONSTRUCTION.......................................................16

   10.7.   ARTICLES AND OTHER HEADINGS........................................16

   10.8.   SEVERABILITY.......................................................16

   10.9.   APPLICATION OF TEXAS LAW...........................................16

   10.10.  DISREGARDED ENTITY TAX TREATMENT INTENDED IF ONE MEMBER............16

   10.11.  PARTNERSHIP TAX TREATMENT INTENDED IF MORE THAN ONE MEMBER;
           TAX ADMINISTRATIVE MATTERS.........................................16

   10.12.  NO PARTNERSHIP INTENDED FOR NON-TAX PURPOSES.......................16

   10.13.  EXPENSES...........................................................17


CERTIFICATION.................................................................18


EXHIBIT A         MEMBER CAPITAL CONTRIBUTIONS................................21
---------         ----------------------------


EXHIBIT B        SERVICING CONTRACT...........................................23
---------        ------------------

Company Agreement Canyon Ferry Capital LLC

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This Company  Agreement  of CANYON FERRY  CAPITAL LLC is adopted by the Managers
and the  undersigned  Members,  for the purpose of forming and operating  CANYON
FERRY  CAPITAL LLC as a Texas limited  liability  company,  and the  undersigned
Managers and Members do each mutually acknowledge and agree as follows:


                                   DEFINITIONS

     The following terms used in this Company Agreement shall have the following
meanings unless otherwise expressly provided herein:

          (i)  "Agreement"  shall mean this  Company  Agreement,  as  originally
     executed,  and as  amended  from  time to time in  writing,  including  all
     exhibits and schedules  hereto,  which concerns the conduct of the business
     of the Company.

          (ii) "Capital  Account" shall mean the Capital Account  maintained for
     each Member in accordance with Section 5.4.

          (iii)  "Capital  Contribution"  shall  mean  any  contribution  to the
     capital of the Company in cash or property by a Member whenever made.

          (iv)   "Certificate  of  Formation"  shall  mean  the  Certificate  of
     Formation  filed  with the  Texas  Secretary  of State for the  purpose  of
     organizing the Company, as the same may be amended or restated from time to
     time.

          (v) "Code" shall mean the Internal  Revenue Code of 1986,  as amended,
     or corresponding provisions of subsequent superseding federal revenue laws.

          (vi)  "Company"  shall mean  Canyon  Ferry  Capital  LLC,  the Company
     organized pursuant to the Certificate of Formation and this Agreement.

          (vii) "Deficit Capital Account" shall mean with respect to any Member,
     the deficit balance, if any, in such Member's Capital Account as of the end
     of the taxable year, after giving effect to the following adjustments:

               (a) credit to such  Capital  Account any amount which such Member
          is  obligated to restore  under  Section  1.704-1(b)(2)(ii)(c)  of the
          Treasury Regulations,  as well as any addition thereto pursuant to the
          next to last  sentence  of  Sections  1.704-2(g)(1)  and (i)(5) of the
          Treasury Regulations, after taking into account thereunder any changes
          during such year in company  minimum gain (as determined in accordance
          with  Section  1.704-2(d)  of  the  Treasury  Regulations)  and in the
          minimum  gain   attributable  to  any  member   nonrecourse  debt  (as
          determined under Section  1.704-2(i)(3) of the Treasury  Regulations);
          and

               (b) debit to such Capital Account the items described in Sections
          1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Treasury Regulations.

Company Agreement Canyon Ferry Capital LLC
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This definition of Deficit Capital Account is intended to comply with the
provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and 1.704-2, and
will be interpreted consistently with those provisions.

          (viii)  "Distributable  Cash" shall mean all cash,  revenues and funds
     received by the Company from Company operations, including from the sale of
     any asset to the extent not reinvested in replacement  assets, less the sum
     of the  following to the extent paid or set aside by the  Company:  (a) all
     principal  and  interest  payments on  indebtedness  of the Company and all
     other sums paid to lenders; (b) all cash expenditures  incurred incident to
     the purchase or sale of any asset and the normal operation of the Company's
     business;  (c) reimbursement of expenses and payment of compensation to any
     Manager; and (d) such Reserves as the Managers deem reasonably necessary to
     the proper operation of the Company's business.

          (ix) "Entity" shall mean any general partnership, limited partnership,
     limited liability  company,  corporation,  joint venture,  trust,  business
     trust, cooperative or association.

          (x) "Fair Market Value" shall mean, on the date such Fair Market Value
     is to be determined, the excess of the value of all of the Company's assets
     minus all of the Company's  liabilities.  For purposes of determining  Fair
     Market  Value,  (a) no value shall be placed on the goodwill or name of the
     Company or the  office  records,  files,  statistical  data or any  similar
     intangible  assets of the Company not normally  reflected in the  Company's
     accounting records, (b) there shall be taken into consideration any related
     items of income  earned but not  received,  expenses  incurred  but not yet
     paid,  liabilities fixed or contingent,  prepaid expenses to the extent not
     otherwise  reflected  in the books of account,  and the value of options or
     commitments to purchase  securities  pursuant to agreements entered into on
     or  prior  to  the  valuation  date,  (c)  determination  of  value  of any
     publicly-traded  security or bond,  shall be the most recent  closing  sale
     price quoted for such  security on the exchange on which it is traded,  (d)
     determination  of the  value  of  other  securities  shall  be based on all
     relevant  factors,   including  without   limitation,   type  of  security,
     marketability,  restrictions on disposition, and current financial position
     and operating  results,  (e) the value of real estate shall be deemed to be
     the most recent fair market  value of such real estate as  determined  by a
     real  estate  appraiser  selected  by  the  Managers;  and  (f)  as to  the
     liabilities and any other assets of the Company,  the book value carried on
     the books of the Company in accordance with Generally  Accepted  Accounting
     Principles, consistent with the Company's past practice.

          (xi) "Fiscal Year" shall mean the Company's  fiscal year,  which shall
     end on December 31, of each year.

          (xii)   "Initial   Capital   Contribution"   shall  mean  the  initial
     contribution to the capital of the Company pursuant to this Agreement.

          (xiii) "Invested Capital" means, at any point in time, for any Member,
     the  excess  of (i) the  aggregate  amount  of cash  Capital  Contributions
     contributed  to the Company by such Member over (ii) the  aggregate  amount
     distributed  (or deemed  distributed)  to such  Member  pursuant to Section
     6.3(a)(2).

Company Agreement Canyon Ferry Capital LLC
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          (xiv) "Investor Group" shall mean, collectively, GSSF Master Fund, LP,
     Hoak  Private  Equities  1, LP, C. A. Vose 1971 Trust fbo Lisa Vose  Combs,
     1991  Investment  Company,  and  Federated  North  Texas,  L.P.  (or  their
     respective assigns).

          (xv)  "Manager"  and  "Managers".  As used in this  Agreement the term
     "Manager"  shall  mean each  individual  Manager of the  Company.  The term
     "Managers"  shall  refer,  collectively,  to  all of  the  Managers  of the
     Company.  The  Company  shall at all times  have  three (3)  Managers.  The
     Members  and the  Company  shall take all action  within  their  respective
     power,  including,  without  limitation,  the voting of Units,  required to
     cause the  election  of:  (a) at all times  during  the period in which the
     Servicing Contract is in force and effect, (i) two (2) Managers  designated
     by  Mortgage  Assistance  Corp.,  a Texas  corporation  ("MAC"),  who shall
     initially  be Dan  Barnett  and  Fred  Brown,  and  (ii)  one  (1)  Manager
     designated by the Investor Group, who shall initially be Charles  Warltier;
     or (b) at all times after the date that the Servicing  Contract  expires or
     is otherwise  terminated,  (i) two (2) Managers  designated by the Investor
     Group,  and (ii) one (1)  Manager  designated  by MAC.  The  Members of the
     Company  hereby  elect and  appoint  Dan  Barnett,  Fred Brown and  Charles
     Warltier  as  Managers  of the  Company,  each to serve as such  until  his
     successor is elected or appointed in accordance  with this Agreement or, if
     earlier, until his death, resignation, or removal from office in accordance
     with  this  Agreement.  In the  event  that  any  Manager  (a  "Withdrawing
     Manager")  designated by MAC or the Investor  Group is unable to serve,  or
     once having commenced to serve, is removed or withdraws as a Manager,  such
     Withdrawing  Manager's  replacement  (the  "Substitute  Manager")  shall be
     designated by MAC or the Investor  Group,  as  applicable.  The Company and
     each of the Members agree to take all action within their  respective power
     to cause the election of such  designated  Substitute  Manager,  including,
     without  limitation  (A) the voting of Units to cause the  election of such
     Substitute  Manager as soon as practicable  following his designation,  and
     (B) the instructing of the Manager(s) it had previously designated to serve
     as a Manager,  as the first order of business at the first meeting  thereof
     after such Substitute Manager has been so designated,  to vote to seat such
     designated  Substitute  Manager  as a Manager  in place of the  Withdrawing
     Manager.  In the event  MAC or the  Investor  Group  fails to  designate  a
     Manager as  permitted  in this  definition,  such Manager seat shall remain
     vacant.

          (xvi)  "Member"  shall mean any  person  that signs in person or by an
     attorney-in-fact, or otherwise is a party to the Agreement at the time that
     the Company is formed and is  identified  as a Member in the  Agreement and
     any  Person  who is  subsequently  admitted  as a Member in the  Company in
     accordance  with the Texas Act and the  Agreement,  until such time as such
     Person  withdraws,  is removed,  or is  otherwise no longer a Member of the
     Company.

          (xvii) "Membership  Interest" shall mean a Member's entire interest in
     the Company,  including such Member's right to participate in the decisions
     of the Members,  as reflected  by the ratio of such  Member's  Units to the
     aggregate of the Units of all Members.

          (xviii) "Net  Profits" and "Net Losses"  shall mean the income,  gain,
     loss,  deductions and credits of the Company in the aggregate or separately
     stated,  as appropriate,  determined under the Company's  adopted method of
     accounting at the close of each Fiscal Year.

          (xix) "Offer" shall have the meaning  ascribed to such term in Section
     7.3 hereof.

Company Agreement Canyon Ferry Capital LLC
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          (xx) "Offered  Interest" shall have the meaning  ascribed to such term
     in Section 7.3 hereof.

          (xxi)  "Percentage of Interest"  means,  for a Member,  the percentage
     equivalent  of a fraction,  the  numerator  of which is the number of Units
     owned by such Member and the  denominator  of which is the total  number of
     Units owned by all Members.

          (xxii)  "Persons" shall mean any  individuals,  partnerships,  limited
     liability  companies,  corporations,  trusts,  business trusts, real estate
     investment trusts, estates and other associations or business entities.

          (xxiii) "Priority Return" means, at any point in time, for any Member,
     that amount which,  when  considered  together with all amounts  previously
     distributed  (or deemed  distributed)  to such  Member  pursuant to Section
     6.3(a)(1),  will result in such Member having received a cumulative return,
     calculated  at the rate of interest  equal to nine  percent (9%) per annum,
     compounded annually, on such Member's weighted average Invested Capital.

          (xxiv) "Reserves" shall mean, with respect to any fiscal period, funds
     set aside or amounts  allocated  during such period to reserves which shall
     be  maintained  in amounts  deemed  sufficient  by the Managers for working
     capital  and to pay  taxes,  insurance,  debt  service  or  other  costs or
     expenses incident to the ownership or operation of the Company's business.

          (xxv)  "Securities  Acts" shall mean the Securities Act of 1933 or any
     other applicable state securities laws.

          (xxvi) "Selling Member" shall mean any Member who sells,  assigns,  or
     otherwise  transfers for consideration,  all or any portion of a Membership
     Interest.

          (xxvii)  "Servicing   Contract"  shall  mean  that  certain  Servicing
     Contract  between the  Company  and MAC in the form of Exhibit B,  attached
     hereto and incorporated herein by this reference.

          (xxviii)  "Texas Act" shall mean the Texas Limited  Liability  Company
     Law, part of the Texas Business Organizations Code, as amended.

          (xxix) A "Transfer" of all or any part of a Membership  Interest means
     any type of disposition of any right, title or interest  whatsoever in such
     Membership Interest, voluntarily or involuntarily,  directly or indirectly,
     including without limitation any sale, exchange,  assignment,  encumbrance,
     grant of security interest, pledge, hypothecation, gift, transfer by trust,
     transfer by will or intestate succession, or other disposition whatsoever.

          (xxx)  "Transferring  Person" shall have the meaning  ascribed to such
     term in Section 7.3.

Company Agreement Canyon Ferry Capital LLC
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          (xxxi) "Treasury  Regulations" shall mean the proposed,  temporary and
     final  regulations  promulgated  under the Code in effect as of the date of
     filing the Certificate of Formation and the  corresponding  sections of any
     regulations subsequently issued that amend or supersede such regulations.

          (xxxii) "Units" shall mean equity ownership in the Company represented
     by membership units  ("Units").  The Company may issue such total number of
     Units as the Managers shall determine, and may issue partial Units.


                              ARTICLE I. FORMATION

     1.1. Formation. On September 13, 2006, the Company was organized as a Texas
limited  liability company by execution and delivery of Certificate of Formation
to the Texas Secretary of State in accordance with the Texas Act.

     1.2.  Principal  Place Of Business.  The principal place of business of the
Company shall be located at 2614 Main Street,  Dallas,  Texas 75226. The Company
at any time may change the location of such  principal  office and may have such
other offices,  either within or without the State of Texas, as the Managers may
designate or as the business of the Company may require.

     1.3.  Registered Agent Office.  The initial registered agent of the Company
is MAC and the address of the initial  registered agent office of the Company is
2614 Main Street,  Dallas,  Texas  75226.  The  registered  agent office and the
registered  agent may be changed from time to time by the Managers by filing the
prescribed form with the Texas Secretary of State.

     1.4.  Term.  The  existence  of the  Company  shall  be  perpetual,  unless
terminated or dissolved as set forth herein.

     1.5.  Purpose.  The Company may conduct or promote any lawful businesses or
purposes for which limited liability  companies may be organized under the Texas
Act. The Company  shall  possess and may exercise all the powers and  privileges
necessary  or  convenient  to  the  conduct,  promotion,  or  attainment  of the
businesses or purposes of the Company.


                    ARTICLE II. RIGHTS AND DUTIES OF MANAGERS

     2.1. Management of Company Vested in the Managers. The business and affairs
of the Company  shall be managed by the  Managers.  The consent of a majority in
number  of the  Managers  then-serving  shall  be the act of the  Managers.  The
Managers  shall  direct,  manage and control the  business of the Company to the
best of their  ability.  Except  for  situations  in which the  approval  of the
Members is expressly  required  herein and as  specifically  provided in Section
3.5, the Managers shall have full and complete  authority,  power and discretion
to: (i) manage and control the  business,  affairs and  property of the Company;
(ii) make all  decisions  regarding  the  business,  affairs and property of the
Company;  and (iii) perform any and all other acts incident to the management of

Company Agreement Canyon Ferry Capital LLC
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the Company's  business subject to the provisions of this Agreement.  Subject to
the limitations in the preceding  sentence,  the right,  power, and authority of
the  Managers  pursuant  to this  Agreement  shall  be  liberally  construed  to
encompass all acts and  activities in which a Company may engage under the Texas
Act.  Notwithstanding  the foregoing or any other provision of this Agreement to
the contrary,  the  Manager(s) of the Company who are designated by the Investor
Group shall have the sole and  exclusive  right and duty to act on behalf of the
Company  in  connection  with any matter  relating  to the  Servicing  Contract,
including,  without  limitation,  exercising  any right  (including the right to
terminate  the  Servicing  Contract  in  accordance  with its  terms)  or remedy
accruing to the Company under the Servicing Contract.

     2.2.  Certain  Powers of Managers.  Without  limiting the generality of the
provisions set forth in Section 2.1 above,  the Managers shall have the power to
act on behalf of the Company:

          (a)  To  enter  into  and  execute,  on  behalf  of the  Company,  all
     agreements, contracts, instruments and related documents in connection with
     the Company's business,  on such terms as the Managers, in their reasonable
     discretion, deem to be in the best interests of the Company.

          (b) To carry out the business of the Company.

          (c) To acquire and enter into, on behalf of the Company,  any contract
     of insurance,  which the Managers  reasonably deem necessary and proper for
     the protection of the Company, for the conservation of its property, or for
     any purpose beneficial to the Company.

          (d) To employ persons (including affiliates of any Manager, subject to
     the  restrictions  on  compensation  to such  affiliates  set forth in this
     Agreement)  in the  operation  of the  Company,  on such terms and for such
     compensation as the Managers shall reasonably determine.

          (e) To employ attorneys, accountants,  consultants, brokers, and other
     outside  entities or  individuals  (including  affiliates  of any  Manager,
     subject to the restrictions on compensation to such affiliates set forth in
     this Agreement) on behalf of the Company.

          (f) To pay, collect, compromise, arbitrate, resort to legal action for
     or otherwise adjust claims or demands of or against the Company.

          (g) To sell assets to another  investor as well as maintain  servicing
     and/or  obtain  other  incentives  as  deemed in the best  interest  of the
     company.

     2.3. Liability for Certain Acts. Each Manager shall perform his duties as a
Manager  in good  faith,  in a  manner  reasonably  believed  to be in the  best
interest of the Company, and with such care as an ordinarily prudent person in a
like position would use under similar circumstances.  If any Manager so performs
the duties as a Manager,  he shall not have any  liability by reason of being or
having  been a  Manager.  No  Manager  shall be liable to the  Company or to any

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<PAGE>

Member for any loss or damage sustained by the Company or any Member, unless the
loss or damage shall have been the result of fraud,  deceit,  gross  negligence,
willful misconduct or a wrongful taking by such Manager.

     2.4. Members and Managers Have No Exclusive Duty to Company.  The Managers,
and  affiliates of the Managers,  shall not be required to manage the Company as
their  sole and  exclusive  function  and each  Member  and  Manager  and  their
affiliates may have other business  interests and may engage in other activities
in addition to those relating to the Company,  including  business  interests or
other activities that directly compete with the business of the Company.

     2.5.  Authority of Managers to Deal with  Affiliates.  The Managers may, on
behalf of the Company, contract with any person, firm or corporation, including,
without limitation,  any of the Members,  any entity in which any of the Members
or any Manager has a direct or indirect  interest and any  affiliated or related
corporation or other entity,  for the  performance of any and all services which
may at any time be  necessary,  proper,  convenient or advisable to carry on the
business of the Company;  provided that any such  transaction  shall be effected
only on terms  competitive  with those that may be  obtained  from  unaffiliated
persons.  Any goods or services  provided by  affiliates to the Company shall be
pursuant  to a written  contract  which sets forth the goods and  services to be
provided and the compensation to be paid.

     2.6.  Number of  Managers.  The Members by  unanimous  vote may increase or
decrease (but not below one (1)) the number of Managers  constituting all of the
Managers of the Company.

     2.7. Compensation and Fees. Each Manager shall be reimbursed by the Company
for all approved out of pocket expenses  incurred by such Manager in furtherance
of performing his obligations to the Company as Manager.  Except as specifically
provided in the Servicing  Contract,  no Manager shall receive any  compensation
other than  reimbursement of out-of-pocket  expenses incurred by such Manager in
furtherance  of the  business  of the  Company.  No Manager  shall  receive  any
additional compensation except as the Members shall decide.

                 ARTICLE III. RIGHTS AND OBLIGATIONS OF MEMBERS

     3.1. Limitation of Members'  Liabilities.  Based on the Texas Act, a Member
shall not be bound by, or be personally liable for, the expenses, liabilities or
obligations of the Company or the Managers, and such Member's liability shall be
limited  solely  to the  amount of its  Capital  Contributions,  whether  or not
returned to such Member, together with the undistributed share of the profits of
the Company from time to time credited to such Member's  Capital Account and any
money or other property wrongfully paid or conveyed to such Member on account of
its  Capital  Contributions,  including  but not limited to money or property to
which creditors were legally entitled,  paid or conveyed to a Member, and, under
certain circumstances, interest on returned capital.

     3.2. No Control of Business or Right to Act for  Company.  No Member  shall
have any right or authority to act for or bind the Company or to vote on matters
other  than the  matters  set forth in this  Agreement,  except as  specifically
required by applicable law.

Company Agreement Canyon Ferry Capital LLC
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     3.3.  Priority and Return of Capital.  Except as provided herein, no Member
shall  have  priority  over  any  other  Member,  as to the  return  of  Capital
Contributions, Net Profits, Net Losses or distributions.

     3.4. Meetings of the Members; Voting Rights.

          (a) Meetings of the Members may be called by the Managers and shall be
     called  by the  Managers  upon the  written  request  of  Members  with the
     authority to vote an aggregate of not less than 49% Percentage of Interest.
     Upon receipt of such a written request, stating the purpose of the proposed
     meeting,  the Managers  shall provide each Member,  within ten (10) days of
     such  request,  with written  notification  of a meeting and the purpose of
     such meeting.  Such meetings  shall be held not less than fifteen (15) days
     or more than sixty (60) days after the receipt of such request and shall be
     held at the principal  place of business or principal  executive  office of
     the Company or such other place as the Members shall unanimously decide.

          (b) At all  meetings  of the  Members,  any  decision,  determination,
     consent,  approval or action by or of the Members  shall be effected by the
     favorable  vote of all of the Members of the Company,  unless the vote of a
     greater  or lesser  number is  otherwise  required  by the Texas  Act,  the
     Certificate of Formation or this Agreement.

          (c) At all  meetings  of the  Members,  a  Member  may  vote by  proxy
     executed in writing by the Member or by a duly authorized attorney-in-fact.
     Such proxy  shall be filed with the Company at least one (1) day before the
     meeting.  Unless  otherwise  provided  in the  proxy,  no  proxy  shall  be
     effective after eleven (11) months after the date of its execution.

          (d) Action  required or  permitted to be taken at a meeting of Members
     may be taken  without a meeting if the action is  evidenced  by one or more
     written  consents  describing  the  action  taken,  signed  by each  Member
     entitled to vote,  and  delivered to a Manager for inclusion in the minutes
     or for filing with the Company records.  Action taken under this section is
     effective when all Members  entitled to vote have signed a consent,  unless
     the consent specifies a different effective date.

          (e) When any notice is required to be given to any Member, a waiver of
     the notice in writing signed by the person entitled to the notice,  whether
     before,  at, or after the time stated  therein,  shall be equivalent to the
     giving of the notice.

     3.5.  Powers  Reserved to the  Members.  At all times  while the  Servicing
Contract is in full force and effect (but not from and after the  expiration  or
other termination of the Servicing  Contract),  each of the following actions on
behalf of the Company shall require the unanimous approval of the Members:

          (a)  the  acquisition  of any real  property in excess of $100,000 per
               parcel of real estate;

Company Agreement Canyon Ferry Capital LLC
                                       4
<PAGE>


          (b)  the  acquisition of any asset or portfolio of assets in excess of
               $100,000 per asset;

          (c)  the  execution,  on  behalf  of the  Company,  of  the  Servicing
               Contract,   or  any  amendment  thereto,   to  service  the  REOs
               referenced  therein and any additional  portfolio of assets owned
               by the Company;

          (d)  the sale,  exchange or other  disposition of substantially all of
               the assets of the Company;

          (e)  the filing by the Company of any voluntary petition in bankruptcy
               or delivery of any assignment for the benefit of creditors;

          (f)  the lending of Company  funds to any Person  (except as otherwise
               set forth herein), or obligating the Company as surety, guarantor
               or accommodation  party, except that the Company shall be able to
               guarantee  credit  accounts with suppliers in the ordinary course
               of business;

          (g)  the  incurrence of any debt on behalf of the Company,  other than
               trade  debt  incurred  in the  ordinary  course of the  Company's
               business;

          (h)  the  investment  or  participation  by the  Company  in any other
               entity;

          (i)  the merger or consolidation of the Company;

          (j)  the   admission  of  new  Members  of  the  Company,   except  as
               specifically provided in Section 8.1;

          (k)  the  establishment of Reserves to help meet  anticipated  Company
               expenses and the investment of such Reserves pending utilization;
               or

          (l)  The opening of any bank or investment account;



ARTICLE IV. COMPANY BOOKS AND RECORDS; AMENDMENT OF AGREEMENT; POWER OF ATTORNEY

     4.1. Amendment of Agreement.

          (a)  Amendment.  Any amendment to this  Agreement  must be approved in
     writing by all of the Members and by the Managers.

          (b) Recording of Amendment.  In making any amendments,  there shall be
     prepared and filed for  recordation  by the  Managers  such  documents  and

Company Agreement Canyon Ferry Capital LLC
                                      5
<PAGE>

     certificates,  if any, as shall be required to be prepared  and filed under
     the Texas Act and  under the laws of the other  jurisdictions  in which the
     Company is then formed or qualified.

     4.2. Books and Records, Accounting, Reports, Tax Elections.

          (a)  Availability.  At all times during the  existence of the Company,
     the Managers shall keep or cause to be kept full and true books and records
     of account.  Such books and records of account  shall be  maintained at the
     principal place of business of the Company or such other place or places as
     may be  determined  by the Managers  from time to time.  In  addition,  the
     Company shall  maintain at its  principal  office (i) a current list of the
     full name and last  known  business  address  of each  Member  set forth in
     alphabetical  order,  (ii) a copy of  this  Agreement  and  all  amendments
     thereto,  together with executed copies of any powers of attorney  pursuant
     to which this Agreement or any amendment has been executed, (iii) copies of
     the Company's federal, state and local tax returns and reports, if any, for
     the  three  (3) most  recent  years,  and (iv)  accounting  records  of the
     Company.  The Company shall keep all original titles to real property owned
     by the Company at a title  company to be designated by the Managers as soon
     as  commercially  practical.  Any Member or his, her or its duly authorized
     representative  shall  have the  right to  inspect  and copy the  books and
     records of the Company upon reasonable notice during business hours.

          (b)  Financial  Reports.  The Managers  shall cause to be prepared and
     delivered to each Member,  at the expense of the  Company,  such  financial
     reports as shall be decided by the Managers.

          (c)  Income Tax  Information.  The  Managers  shall  cause  income tax
     returns  for the Company to be prepared  by the  Company's  accountant  and
     filed with the  appropriate  authorities  and shall  furnish to each Member
     within ninety (90) days after the close of the taxable year of the Company,
     all tax information  with respect to the Company as may be required by each
     Member for the preparation of his, her or its individual  federal and state
     tax returns, at the expense of the Company.

          (d) Accounting Principles.  The Company's books shall be maintained in
     accordance with generally accepted accounting  principles determined by the
     Company's  accountants,  which accounting  principles shall be consistently
     applied.

          (e) Bank  Accounts.  The Managers are  authorized  to open one or more
     bank or investment accounts for and in the name of the Company and withdraw
     funds or sign checks  withdrawing  funds from each such bank or  investment
     account for the sole purpose of paying all ordinary and  necessary  charges
     and expenses incident to or arising out of the operations of the Company in
     the  ordinary  course of business  (including  expenses  arising out of the
     Servicing  Contract provided that the Servicing  Contract has been approved
     by  the  Members  as  required   herein)  or  to  make   distributions   of
     Distributable  Cash to the  Members,  and that such  banks  and  investment
     companies  be, and hereby are,  authorized  and directed to honor,  pay and
     charge to the  account of the Company all checks and orders for the payment
     of money so drawn when so signed; provided,  however, that the signature of
     at least one  Manager  designated  by the  Investor  Group and one  Manager
     designated  by MAC shall be required to withdraw  funds  (whether by check,

Company Agreement Canyon Ferry Capital LLC
                                       6
<PAGE>

     wire  transfer or  otherwise)  from any such account in any amount  greater
     than $2,000.  The Managers are  authorized  to certify to any bank or other
     investment  company  a copy of  this  Section  4.2(e)  and  the  names  and
     signatures of the Company's  Managers  authorized  and/or  required to sign
     checks  as  provided  in this  Section  4.2(e),  and  such  bank  or  other
     investment company is hereby authorized to rely upon such certificate until
     formally advised of any changes therein.


ARTICLE V. CONTRIBUTIONS TO THE COMPANY; CAPITAL ACCOUNTS; SECURITIES MATTERS

     5.1. Initial Capital  Contributions.  Each Member shall contribute the cash
amount set forth  opposite such Member's name on Exhibit A, attached  hereto and
incorporated herein, as his, her or its Initial Capital Contribution.  Exhibit A
shall  be  revised  from  time  to time  as  necessary  to  record  all  Capital
Contributions  and all  changes in the  Company  and  ownership  of the  Company
effected in accordance with this Agreement, and Exhibit A as so revised shall be
furnished to each Member.

     5.2. Additional Contributions; Additional Units; Preemptive Rights.

          (a) Unless  approved  by all of the  Members,  no  additional  Capital
     Contributions shall be required from any Members.  Upon such approval,  the
     Managers  shall  give  written  notice to each  Member of the amount of any
     required additional Capital Contributions, and each Member shall deliver to
     the Company his, her or its pro rata share thereof based upon such Member's
     Percentage of Interest no later than ten (10) days  following the date such
     notice is given.

          (b) Unless approved by all of the Members, the Company shall not offer
     additional  Units or any other  interest  in the  Company for sale to third
     parties.  If  authorized  by the  Members,  the  purchase  price  for which
     additional  Units shall be offered  shall be  determined  by the  Managers.
     Purchasers  of  additional  Units  pursuant to this  paragraph  who are not
     already  Members  shall be admitted to the Company as Members in accordance
     with  Section  8.1  hereof.  The  Managers  are  authorized  to adjust  the
     Percentages  of  Interest  of the  Members as  appropriate  to reflect  the
     issuance of additional Units.  Exhibit A shall be revised from time to time
     as necessary to record all changes in the ownership of the Company effected
     in  accordance  with this  section,  and  Exhibit A as so revised  shall be
     furnished to each Member.

          5.3. Failure to Contribute Additional Contributions. In the event that
     a Member does not  contribute  his,  her or its  portion of the  additional
     Capital  Contribution  provided for in Section  5.2(a) when due,  then such
     Member's Membership Interest shall be reduced pro-rata by the proportion of
     the unpaid additional Capital  Contribution of such Member to the aggregate
     of all  Capital  Contributions  actually  made by such  Member  pursuant to
     Sections 5.1 and 5.2.

Company Agreement Canyon Ferry Capital LLC
                                       7
<PAGE>


     5.4. Capital Accounts.

          (a) A Capital Account will be maintained for each Member in accordance
     with Section  1.704-1(b)(2)(iv) of the Treasury Regulations.  Each Member's
     Capital  Account will be increased  by: (i) the amount of money or the fair
     market value of property  contributed  by such Member to the Company;  (ii)
     allocations  to each Member of Net Profits;  and (iii)  allocations to each
     Member of income  described in Code  Section  705(a)(1)(B).  Each  Member's
     Capital  Account will be decreased by: (a) the amount of money  distributed
     to each  Member  by the  Company;  (b) the Fair  Market  Value of  property
     distributed to each Member by the Company,  net of  liabilities  secured by
     such distributed  property that such Member is considered to assume or take
     subject to, pursuant to Code Section 752; (c) allocations to the Member for
     expenditures  described in Code Section  705(a)(2)(B);  (d)  allocations to
     each  Member of Net  Losses;  and (e)  allocations  to the  account of such
     Member of other Company  losses and deductions as set forth in the Treasury
     Regulations.

          (b) In the  event of a  permitted  sale or  exchange  of a  Membership
     Interest in the Company, the Capital Account of the transferor shall become
     the  Capital  Account  of the  transferee  to the  extent it relates to the
     transferred  Membership  Interest in accordance  with Treasury  Regulations
     Section 1.704-1(b)(2)(iv).

          (c) A Member shall not receive out of the Company's  property any part
     of its Capital  Contribution  until all liabilities of the Company,  except
     liabilities to Members on account of their Capital Contributions, have been
     paid or there remains property of the Company sufficient to pay them.

     5.5. Securities Matters.  The undersigned Members understand:  (i) that the
Membership Interests evidenced by this Agreement have not been, and will not be,
registered  under the  Securities  Acts  because  the  Company is issuing  these
Membership  Interests  in reliance  upon the  exemptions  from the  registration
requirements  of the Securities  Acts; (ii) that the Company has relied upon the
fact that the Membership Interests are to be held by each Member for investment;
and (iii) that exemption from registrations  under the Securities Acts would not
be available if the  Membership  Interests were acquired by a Member with a view
to distribution.

                     ARTICLE VI. ALLOCATIONS, DISTRIBUTIONS

     6.1. Allocations of Profits and Losses.

          (a) Except as provided in Section  6.2, Net Profits of the Company for
     each Fiscal Year shall be allocated to each Member in  proportion  to their
     Percentage of Interests.

          (b) Except as provided in Section  6.2,  Net Losses of the Company for
     each Fiscal Year shall be allocated to the Members in  proportion  to their
     Percentage of Interests.

     6.2. Special Allocations.

     Notwithstanding any other provisions of this Agreement to the contrary:

Company Agreement Canyon Ferry Capital LLC

                                       8
<PAGE>


          (a) No allocation of loss, deduction, and/or expenditures described in
     Code Section  705(a)(2)(B)  shall be charged to the Capital  Account of any
     Member if such allocation would cause such Member to have a Deficit Capital
     Account.  The amount of the loss,  deduction and/or expenditure which would
     have caused a Member to have a Deficit  Capital  Account  shall  instead be
     charged to the Capital  Account of each Member who would not have a Deficit
     Capital  Account  as a  result  of the  allocation,  in  proportion  to its
     respective Capital Contributions.

          (b) In the event any Member  unexpectedly  receives  any  adjustments,
     allocations,  or  distributions  described in Treasury  Regulation  Section
     1.704-1(b)(2)(ii)(d)(4),(5),  or (6),  which  create or  increase a Deficit
     Capital  Account of such  Member,  then  items of  Company  income and gain
     (consisting of a pro rata portion of each item of Company income, including
     gross  income,  and gain for such year and, if  necessary,  for  subsequent
     years) shall be specially credited to the Capital Account of such Member in
     an amount and manner sufficient to eliminate, to the extent required by the
     Treasury Regulations,  the Deficit Capital Account so created as quickly as
     possible.  This  provision is intended to  constitute  a "qualified  income
     offset"    within   the    meaning   of   Treasury    Regulation    Section
     l.704-1(b)(2)(ii)(d)(3)  and shall be applied  and  interpreted  consistent
     therewith.

          (c) In the event any Member  would have a Deficit  Capital  Account at
     the end of any Fiscal Year which is in excess of the sum of any amount that
     such  Member  is  obligated  to  restore  to  the  Company  under  Treasury
     Regulations Section 1.704-l(b)(2)(ii)(c) and such Member's share of minimum
     gain as defined in Treasury Regulation Section  1.704-2(g)(1),  the Capital
     Account of such Member  shall be specially  credited  with items of Company
     income  (including  gross  income) and gain in the amount of such excess as
     quickly as possible.

          (d)  Notwithstanding  any other  provision  of this Section 6.2 to the
     contrary,  if there is a net  decrease  in the  Company's  minimum  gain as
     defined in Treasury  Regulation Section 1.704-2(d) during a taxable year of
     the Company, then each Member shall be allocated items of income (including
     gross  income)  and gain for such year  (and if  necessary  for  subsequent
     years) equal to that Member's share of the net decrease in Company  minimum
     gain.  This  Section  6.2(d) is intended  to comply  with the minimum  gain
     chargeback  requirement of Treasury Regulation Section 1.704-2(f) and shall
     be  interpreted  consistently  therewith.  If in any taxable  year that the
     Company has a net decrease in the Company's  minimum gain, the minimum gain
     chargeback requirement would cause a distortion in the economic arrangement
     among  the  Members  and it is not  expected  that the  Company  will  have
     sufficient  other  income to correct that  distortion,  the Managers may in
     their  discretion  (and shall,  if  requested to do so by a Member) seek to
     have the  Internal  Revenue  Service  waive  the  minimum  gain  chargeback
     requirements in accordance with Treasury Regulation Section 1.704-2(f)(4).

          (e) Items of Company  loss,  deduction and  expenditures  described in
     Code Section 705(a)(2)(B) which are attributable to any nonrecourse debt of
     the Company and are  characterized as member  nonrecourse  deductions under
     Treasury  Regulation  Section 1.704-2(i) shall be allocated to the Members'
     Capital Accounts in accordance with Treasury Regulation Section 1.704-2(i).

Company Agreement Canyon Ferry Capital LLC

                                       9
<PAGE>


          (f) Beginning in the first taxable year in which there are allocations
     of "nonrecourse  deductions," as described in Treasury  Regulation  Section
     1.704-2(b), such deductions shall be allocated to the Members in accordance
     with,  and as a part of, the  allocations of Company Net Profit or Net Loss
     for such period.

          (g) In  connection  with a Capital  Contribution  by a new or existing
     Member as  consideration  for one or more Units,  or in connection with the
     liquidation  of the Company or a  distribution  of money or other  property
     (other  than a de minimis  amount) by the  Company to a retiring  Member as
     consideration  for one or more Units,  the Capital  Accounts of the Members
     shall be adjusted to reflect a revaluation  of Company  property  including
     intangible   assets  in  accordance   with  Treasury   Regulation   Section
     1.704-1(b)(2)(iv)(f).     If    under    Treasury     Regulation    Section
     1.704-1(b)(2)(iv)(f)  Company  property  that has been revalued is properly
     reflected in the Capital Accounts and on the books of the Company at a book
     value that  differs  from the  adjusted  tax basis of such  property,  then
     depreciation, depletion, amortization and gain or loss with respect to such
     property  shall be shared among the Members in a manner that takes  account
     of the  variation  between the adjusted tax basis of such  property and its
     book value, in the same manner as variations between the adjusted tax basis
     and Fair Market Value of property contributed to the Company are taken into
     account in determining  the Members' shares of tax items under Code Section
     704(c).

          (h) All  recapture  of income tax  deductions  resulting  from sale or
     disposition  of Company  property shall be allocated to the Members to whom
     the deduction that gave rise to such  recapture was allocated  hereunder to
     the extent  that such Member is  allocated  any gain from the sale or other
     disposition of such Company property.

          (i) Any credit or charge to the Capital  Accounts of the Members under
     this  section  6.2 shall be taken  into  account  in  computing  subsequent
     allocations  of  profits  and  losses,  so that the net amount of any items
     charged or  credited to Capital  Accounts  shall be equal to the net amount
     that would  have been  allocated  to the  Capital  Account  of each  Member
     pursuant  to the  provisions  of this  Article if the  special  allocations
     required by this Section 6.2 had not occurred.

          (j)  In  accordance  with  Code  Section   704(c)(1)(A)  and  Treasury
     Regulation Section 1.704-3,  if a Member  contributes  property with a fair
     market  value  that  differs  from  its  adjusted  basis  at  the  time  of
     contribution,  income,  gain,  loss  and  deductions  with  respect  to the
     property shall, solely for federal income tax purposes,  be allocated among
     the Members so as to take  account of any  variation  between the  adjusted
     basis of such property to the Company and its fair market value at the time
     of contribution.

     6.3. Distributions.

          (a)  Notwithstanding  anything  herein to the contrary,  Distributable
     Cash of the Company may be distributed to the Members, at such times and in
     such  amounts as the Managers may in their sole  discretion  determine,  as
     follows:

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                                       10
<PAGE>


               1) First,  100% to all Members in proportion to their  respective
          amounts  of  Invested  Capital,  until they each have  received  their
          unpaid Priority Return;

               2) Second,  100% to all Members in proportion to their respective
          amounts  of  Invested  Capital,  until they have  received  cumulative
          distributions equal to their aggregate Invested Capital; and

               3) Third,  to the  Members in  accordance  with their  respective
          Percentages of Interest.

                          ARTICLE VII. TRANSFERABILITY

     7.1.  General.  Except as provided  herein or as otherwise  consented to in
writing  by the  Members,  a  Member  shall  not  Transfer  all or any part of a
Membership Interest. Any purported or attempted Transfer of all or any part of a
Membership  Interest in violation of this Article VII shall be null and void and
the purported  transferee of such invalid Transfer shall not be entitled to have
any interest in the Company  transferred  to such  purported  transferee  on the
books of the Company.

     7.2.  Transfers Not Requiring  Prior Consent.  A Member may,  without first
obtaining the written consents  required in Section 7.1 above,  Transfer by sale
or gift all or any undivided share of its Membership Interest to any one or more
of the following: (i) a partnership, limited liability company or corporation in
which fifty  percent  (50%) or more of the capital and profit  interests (in the
case of a partnership or a limited liability  company) or in which fifty percent
(50%) or more of the capital stock (in the case of a corporation) is owned by or
for the benefit of the Member;  (ii) the  Member's  partners (if the Member is a
partnership),  the  Member's  members  (if the  Member  is a  limited  liability
company) or the Member's  shareholders  (if the Member is a corporation);  (iii)
the Company;  and (iv) a Member or Members;  provided any such transferee  shall
agree in writing to be bound by the terms and  conditions  of this  Agreement as
they  applied  to the  transferring  Member  on the  date of  execution  of this
Agreement  in  the  same  manner  as if the  transferring  Member  had  retained
ownership of its Membership  Interest (upon meeting the foregoing  requirements,
such transferee shall be referred to as a "Permitted Transferee").

     7.3. Voluntary Transfer Procedure.

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                                       11
<PAGE>


          (a) A  Member  who  desires  to  Transfer  all  or  any  portion  of a
     Membership Interest (the "Transferring Person") to a third party, except as
     permitted under Section 7.2, shall obtain from such third party a bona fide
     written   offer  to  purchase  such   Membership   Interest  (the  "Offered
     Interest"),  stating the terms and conditions upon which the purchase is to
     be  made  and  the  consideration  offered  therefor  (the  "Offer").   The
     Transferring  Person  shall give written  notification  to the Managers and
     each of the Members, by certified mail or personal delivery, of his, her or
     its intention to Transfer the Offered Interest,  furnishing to the Managers
     and each Member a copy of the Offer.

          (b) Upon receipt of the written notice  required  under  paragraph (a)
     above,  the  Company  and the  Members  shall  comply  with  the  following
     procedure:

               (i) The  Company  shall  have  thirty  (30) days from the date of
          delivery of the notice  required by paragraph  (a) above to notify the
          Transferring Person in writing of the Company's election to redeem all
          or a part of the Offered  Interest at the purchase  price set forth in
          Section 7.4 of this Agreement,  which decision of the Company shall be
          made by an affirmative vote of all of the Members.

               (ii) If the  Company  does not elect to redeem all of the Offered
          Interest,  the other Members shall have the right,  within thirty (30)
          days of the  date of the  notice  of  nonelection  by the  Company  or
          election  as to less  than all of the  Offered  Interest,  to elect to
          purchase the remaining Offered Interest,  and the Transferring  Person
          shall sell such  interest to the other  Members at the purchase  price
          set forth in Section  7.4 of this  Agreement.  Any Member  desiring to
          acquire  any or  all of the  Offered  Interest  shall  deliver  to the
          Managers  and each of the Members a written  election to purchase  the
          Offered Interest.

               (iii) If two or more Members of the Company elect to exercise the
          option to purchase  the Offered  Interest  then,  in the absence of an
          agreement  between  them,  each Member shall have priority to purchase
          such   proportion  of  the  available   interest  that  such  Member's
          Percentage of Interest bears to the total Percentage of Interests held
          by all other Members electing to purchase.  The portion of the Offered
          Interest not purchased on such a priority  basis shall be allocated in
          one or more  successive  allocations  to  those  Members  electing  to
          purchase  more than the  proportion  of the  Percentage of Interest to
          which they have a priority  right, up to the proportion of the Offered
          Interest specified in their respective notices, in the proportion that
          the  Percentage  of Interests  held by each of them bears to the total
          Percentage of Interest held by all of them.

               (iv) If the Company and the Members do not exercise  their rights
          to redeem or purchase, as the case may be, all of the Offered Interest
          pursuant  to the terms  set forth in  Section  7.3(b)(i)  and  Section
          7.3(b)(ii)  above,  then  the  Transferring  Person  shall  be free to
          Transfer the remaining  part of the Offered  Interest to the bona fide
          purchaser set forth in the Offer under the terms of the Offer, subject
          to the  restrictions on such Transfer imposed by this Agreement or any
          other agreement or by law.

               (v) If the Company exercises its right to redeem all or a part of
          the Offered  Interest in accordance with Section  7.3(b)(i) above, the
          Transferring  Person shall be obligated to sell such Offered  Interest
          to the Company.  If any or all of the Members exercise their rights to
          purchase  all or a part of the  Offered  Interest in  accordance  with
          Section  7.3(b)(ii) above, the Transferring  Person shall be obligated
          to sell such Offered Interest to such exercising Members.  The closing
          of the Transfer of the Offered Interest from the  Transferring  Person
          to the Company or any Members  pursuant to this Section  shall be held
          at the  principal  offices of the  Company  not later than ninety (90)
          days after receipt of notice required by paragraph (a) above.

          (c) In the  event of the  Transfer  of all or any part of any  Offered
     Interest by a Transferring Person to any third party, and as a condition to

Company Agreement Canyon Ferry Capital LLC

                                       12
<PAGE>

     recognizing the effectiveness and binding nature of any such Transfer,  the
     Company may require the Transferring  Person or Transferring Person and the
     third party, as the case may be, to execute, acknowledge and deliver to the
     Members or Managers such instruments of transfer, assignment and assumption
     and such other certificates,  representations and documents, and to perform
     all such other acts which the Managers deem necessary or desirable.

     7.4. Purchase Price. The purchase price to be paid to a Transferring Person
for all or any part of such Transferring  Person's  Membership Interest redeemed
by the Company or purchased by a Member under Section  7.3(b) shall be the lower
of (i) the purchase price set forth in the Offer for such  Membership  Interest,
or (ii) the product of (A) the Percentage of Interest represented by the Offered
Interest  multiplied  by (B) the Fair Market Value of the Company as of the date
of such redemption or purchase.

     7.5.  Remedies.  The Members  agree that a violation by any of them of this
Article VII will cause such  damage to the  Company and to the other  Members as
will be  irreparable  and the  exact  amount  of  which  will be  impossible  to
ascertain. For this reason, the Members agree that the Company shall be entitled
as a matter of right to a decree of  specific  performance  of the terms of this
Article VII or for  temporary or permanent  injunctive  relief from any court of
competent  jurisdiction  restraining  any  attempted  or  purported  Transfer of
interest in the Company in  violation  of this  Article  VII. In  addition,  any
Member  attempting  or  purporting  to  Transfer  an  interest in the Company in
violation of this Article VII and the purported transferee  participating in the
attempted  or  purported  Transfer,  shall be jointly  and  severally  liable to
reimburse and pay the Company for any and all costs, fees and expenses including
without limitation any attorneys', accountants', and other professional fees and
expenses  actually  expended or incurred by the Company in  connection  with any
such violation, whether or not litigation ensues. The remedies set forth in this
Section 7.5 shall be  cumulative  and in addition to whatever  other  rights and
remedies the Company and the Members may have to protect their respective rights
in the event of a violation of the  provisions  of this  Article VII,  including
without limitation the right to recover damages including actual,  compensatory,
consequential, incidental and punitive damages.

     7.6.  Effect of Transfer of Interest.  Upon the Transfer of any interest in
the  Company  in  accordance  with  the  provisions  of this  Article  VII,  the
transferee of such interest shall own and hold such interest in the Company as a
transferee,  subject  to all the  terms,  conditions,  and  limitations  of this
Agreement,  including without limitation  restriction on any further Transfer of
such interest as provided in this Article VII.  Consent to such  Transfer  shall
not  constitute  consent to the  admission of the  transferee as a Member of the
Company. A transferee may become a Member only in accordance with the provisions
of Section 8.1.  Unless a  transferee  is admitted to the Company as a Member in
accordance  with the  provisions  of Section 8.1, such  transferee  shall not be
entitled to any of the rights or benefits of a Member hereunder except the right
to the share of  profits  and losses and  distributions  of assets  based on the
transferee's  Percentage  of Interest.  Without  limiting the  generality of the
preceding  sentence,  such  transferee  shall  have no right  (i) to vote  upon,
approve,  or consent to, any matter  requiring the vote,  approval or consent of
the Members,  or (ii) to receive any information from the Company of the kind to
which Members are entitled, or any other information.

Company Agreement Canyon Ferry Capital LLC

                                       13
<PAGE>

                ARTICLE VIII. ADMISSION AND WITHDRAWAL OF MEMBERS

     8.1.  Admission  of Members.  No  additional  Member may be admitted to the
Company,  except upon the prior  written  consent of all of the Members and upon
such additional Member signing, in person or by  attorney-in-fact,  or otherwise
becoming a party to this Agreement;  provided,  however, each Permitted Assignee
(as defined in Section 7.2) shall  automatically be deemed to be a Member of the
Company regardless of whether or not the Members consented to said transfer.  No
Member shall have the power to grant a transferee, and no transferee shall have,
the right to become a Member of the Company except as  specifically  provided in
the  preceding  sentence.  If a Member who is an  individual  dies or a court of
competent jurisdiction adjudges him or her to be incompetent to manage person or
property, the Member's executor, administrator,  guardian, conservator, or other
legal  representative may exercise all of the Member's rights for the purpose of
settling his estate or  administering  his property and shall have any power the
Member had to give his or her assignee a  Percentage  of Interest in Net Profits
and Net  Losses.  Said  assignee  may not be admitted as a Member of the Company
except upon the prior written consent of the Members.

     8.2.  Withdrawal of Members.  No Member shall have any right to withdraw or
resign as a Member of the Company prior to the dissolution and winding up of the
Company,  except  upon a  Transfer  of all of his,  her or its  interest  in the
Company in accordance with the terms and conditions of Article VII. A Member who
resigns or whose  Membership  Interest is otherwise  terminated  for any reason,
shall not be entitled to receive any  distributions  to which such Member  would
have been entitled had such Member remained a Member. Damages for breach of this
section 8.2 shall be monetary  damages  only and not specific  performance,  and
such damages may be offset  against  distributions  by the Company to which such
Member would otherwise be entitled.


                     ARTICLE IX. WINDING UP AND TERMINATION

     9.1.  Events  Requiring  Winding Up. The Company shall be wound up upon the
occurrence of any of the following events:

          (a) Unanimous written consent of the Members; or

          (b) The  consent of a majority in number of the  remaining  Members to
     wind up the Company  within  ninety (90) days after the Company is wound up
     in accordance with the Texas Act.

     9.2.  Winding  Up,  Liquidation  and  Distribution  of Assets.  If an event
requiring the winding up of the Company  occurs,  the Managers shall wind up the
business of the Company and shall apply or distribute the assets of the Company,
or shall  sell the  assets  of the  Company  and  apply or  distribute  proceeds
thereof, as promptly as practicable and in the following order of priority:

Company Agreement Canyon Ferry Capital LLC

                                       14
<PAGE>


          (a) First, if there are sufficient  assets  therefor,  to creditors of
     the Company,  including Members who are creditors,  to the extent permitted
     by law, in satisfaction  of liabilities of the Company  (whether by payment
     or the making of  reasonable  provision  for  payment  thereof)  other than
     liabilities for  distributions  to Members;  and if there are  insufficient
     assets, such claims and obligations shall be paid or provided for according
     to their  priority and,  among claims and  obligations  of equal  priority,
     ratably to the  extent of assets  available  therefor;  and if there is any
     contingent, conditional, or unmatured debt, claim, obligation, or liability
     known to the Company,  a reserve shall be established  for it in accordance
     with law, in an amount  determined  by the Managers to be  appropriate  for
     such purpose; and

          (b) Second,  any remaining  assets,  to the Members in accordance with
     the priorities set forth in Section 6.3(a).  The Company may offset damages
     for breach of this  Agreement  by a Member  against  the  amount  otherwise
     distributable to such Member hereunder.

          At  the  time  final  distributions,  exclusive  of any  reserves  for
     contingent,  conditional or unmatured  items,  are made in accordance  with
     clause  (c)  above,  the  Company  shall  terminate,  but,  if at any  time
     thereafter, any reserve is released because the Managers determine the need
     for such  reserve  is ended,  then such  reserve  shall be  distributed  in
     accordance with clause (c) above.

     9.3. Return of Contribution  Nonrecourse to Members.  Except as provided by
law or as  expressly  provided in this  Agreement,  upon winding up, each Member
shall look solely to the assets of the Company for the return of his, her or its
Capital  Contribution.  If the Company  property  remaining after the payment or
discharge of the debts and  liabilities of the Company is insufficient to return
the Capital  Contribution  of one or more Members,  such Member or Members shall
have no recourse against any other Member or any Manager.


                            ARTICLE X. MISCELLANEOUS

     10.1.  Notice. Any notice required or permitted to be given pursuant to the
provisions of the Texas Act or this Agreement  shall be effective as of the date
personally delivered,  delivered via facsimile with electronic confirmation,  or
delivered via  overnight  express  mail,  or if sent by certified  mail,  return
receipt  requested,  three (3) days after being deposited with the United States
Postal  Service,  prepaid and  addressed to the  intended  recipient at the last
known address as shown in the Company's records.

     10.2.  Waiver of Notice.  Whenever any notice is required to be given under
the provisions of the Texas Act or this Agreement, a waiver thereof, in writing,
signed by the person  entitled to such notice shall be deemed  equivalent to the
giving of such notice.

     10.3.  Authority to Bind the Company.  Unless  authorized  to do so by this
Agreement or by the Managers,  no  attorney-in-fact,  employee or other agent of
the Company shall have any power or authority to bind the Company in any way, to
pledge its credit or to render it liable  pecuniary  for any purpose.  No Member

Company Agreement Canyon Ferry Capital LLC

                                       15
<PAGE>

shall have any power or authority to bind the Company unless the Member has been
authorized by the Managers to act as an agent of the Company.

     10.4. Waiver of Action For Partition.  Each Member  irrevocably  waives any
right to maintain an action for  partition  with  respect to the property of the
Company during the term of the Company.

     10.5.  Indemnification By Company. The Company may indemnify any person who
was or is a party defendant or is threatened to be made a party defendant to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative,  or investigative  (other than an action by or in the
right of the Company) by reason of the fact that he is or was a Manager, Member,
employee  or agent of the  Company,  or is or was  serving at the request of the
Company,  against  expenses,  including  attorney's fees,  judgments,  fines and
amounts paid in settlement  actually and reasonably  incurred in connection with
such action,  suit or  proceeding if the Managers  determine  that he, she or it
acted  in good  faith  and in a  manner  reasonably  believed  to be in the best
interest of the Company,  and with respect to any criminal action or proceeding,
had no reasonable cause to believe the conduct was unlawful.  The termination of
any action, suit, or proceeding by judgment,  order, settlement,  conviction, or
upon a plea of nolo contendere or its  equivalent,  shall not in itself create a
presumption  that the  Person  did or did not act in good  faith and in a manner
which was  reasonably  believed to be in the best interest of the Company,  and,
with respect to any  criminal  action or  proceeding,  had  reasonable  cause to
believe the conduct was unlawful.

     10.6.  Construction.  Whenever  the  context  requires,  as  used  in  this
Agreement,  the singular shall include the plural and the masculine gender shall
include the feminine and neuter genders, and vice versa.

     10.7.  Articles  and Other  Headings.  The  Articles  and  headings in this
Agreement  are for  reference  purposes only and shall not affect the meaning or
interpretation thereof.

     10.8.  Severability.  If any  provision  of  this  Agreement  is held to be
invalid, illegal or unenforceable,  the remainder of this Agreement shall not be
affected.

     10.9. Application of Texas Law. This Agreement will be governed by the laws
of the  State  of  Texas,  without  giving  effect  to  its  conflicts  of  laws
provisions.

     10.10. Disregarded Entity Tax Treatment Intended If One Member. At any time
when the Company has only one (1) Member, the parties intend that the provisions
of this Agreement  will qualify the Company to be taxed as a disregarded  entity
under the Code and not as a corporation,  and the Managers and each Member shall
take such action from time to time as may be necessary or desirable to carry out
such intention.  The Managers may make any tax elections for the Company allowed
under the Code or the tax laws of any state or other jurisdiction  having taxing
jurisdiction over the Company.

     10.11.  Partnership  Tax  Treatment  Intended If More Than One Member;  Tax
Administrative  Matters.  At any time when  there is more than one Member of the

Company Agreement Canyon Ferry Capital LLC

                                       16
<PAGE>

Company,  the parties  intend that the provisions of this Agreement will qualify
the  Company  to  be  taxed  as a  partnership  under  the  Code  and  not  as a
corporation,  and the Managers  and Members  shall take such action from time to
time as may be necessary or desirable to carry out such intention.  The Managers
may make any tax  elections  for the Company  allowed  under the Code or the tax
laws of any state or other  jurisdiction  having  taxing  jurisdiction  over the
Company.  The Members  hereby  designate  MAC as the tax matters  partner of the
Company  pursuant to Section  6231(a)(7) of the Code. The person  designated tax
matters  partner shall not take any action  contemplated by Section 6222 through
6232 of the Code without the approval of the Members.

     10.12.  No  Partnership  Intended  For Non-Tax  Purposes.  The  undersigned
Members  have  formed the Company  under the Texas Act,  and as long as there is
more than one Member of the Company such parties  expressly do not intend hereby
to form a partnership  under either the Revised  Uniform  Partnership Act of the
State of Texas nor the Revised Uniform  Limited  Partnership Act of the State of
Texas.  The Members do not intend to be partners one to another,  or partners as
to any third party. To the extent any Member,  by word or action,  represents to
another  Person  that any other  Member is a partner  or that the  Company  is a
partnership,  the Member making such wrongful  representation shall be liable to
any other  Member  who  incurs  personal  liability  by reason of such  wrongful
representation.

     10.13 Expenses. Each party shall pay the fees and expenses of its advisors,
counsel, accountants and other experts, if any, and all other expenses, incurred
by such party incident to the negotiation,  preparation,  execution and delivery
of this Agreement;  provided,  however, that the Company shall pay a flat $5,000
to the Investor  Group to reimburse the Investor Group for the fees and expenses
(including  attorneys'  fees and  expenses)  incurred by the  Investor  Group in
connection  with its due  diligence  review of the Company and the  preparation,
negotiation, execution and delivery of this Agreement, which amount shall be due
and payable in cash promptly after the members of the Investor Group have funded
their Initial Capital Contributions.

            [The remainder of this page is intentionally left blank.]













Company Agreement Canyon Ferry Capital LLC

                                       17
<PAGE>


                                  CERTIFICATION

     THE  UNDERSIGNED  hereby  evidence their adoption and  ratification  of the
foregoing Company Agreement of Canyon Ferry Capital LLC as of the date indicated
below.


                                            Mortgage Assistance Corp., as Member

Date:  December __, 2006                    By:________________________________
                                            Name:
                                            Its:


















Company Agreement Canyon Ferry Capital LLC

                                       18
<PAGE>


                                       GSSF MASTER FUND, LP, as Member

                                       By   Gryphon Special Situations Fund, LP,
                                            its general partner

                                       By   GSSF Management Partners, LP,
                                            its general partner

                                       By   GSSF, LLC, its general partner


                                       By:
                                          --------------------------------------
                                       Name:        Warren W. Garden
                                       Title:       Authorized Agent


                                       HOAK PRIVATE EQUITIES 1, LP, as Member

                                       By   Hoak Fund Management, L.P.,
                                            its general partner

                                       By   James M. Hoak & Co.,
                                            its general partner


                                       By:
                                          --------------------------------------
                                       Name:        J. Hale Hoak
                                       Title:       President


                                       C. A. VOSE 1971 TRUST FBO
                                       LISA VOSE COMBS, as Member


                                       By:
                                          --------------------------------------
                                                    Robert R. Swendson, Trustee


                                       1991 INVESTMENT COMPANY, as Member

                                       By: L. C. Vose 1965 Trust fbo
                                           C. A. Vose, Jr., its Managing Partner


                                       By:
                                          --------------------------------------
                                                    Robert R. Swendson, Trustee


Company Agreement Canyon Ferry Capital LLC

                                       19
<PAGE>



                                       SOUTHWEST FEDERATED NORTH TEXAS, L.P.,
                                       as Member

                                       By: Southwest Federated, Inc.,
                                           its general partner


                                       By:
                                          --------------------------------------
                                                  Charles A. Vose III, President




















Company Agreement Canyon Ferry Capital LLC

                                       20
<PAGE>




                                    EXHIBIT A

                          MEMBER CAPITAL CONTRIBUTIONS

                             AS OF DECEMBER __, 2006


===================================== =================== ========== ===========
                MEMBER                  INITIAL CAPITAL    UNITS      PERCENTAGE
                                         CONTRIBUTION                OF INTEREST
------------------------------------- ------------------- ---------- -----------
Mortgage Assistance Corp., a Texas
Corporation                                None             50             50%
2614 Main Street
Dallas, TX 75226
Attn:  Dan Barnett
Fax No.:  (214) 670-0001
------------------------------------- ------------------- ---------- -----------
GSSF Master Fund, LP                       $931,253.52      19.230      19.230%
100 Crescent Court, Suite 475
Dallas, TX  75201
Attn:  J. Richard Rees
Fax No.:  (214) 871-6711
------------------------------------- ------------------- ---------- -----------
Hoak Private Equities 1, LP                $745,051.24      15.385      15.385%
500 Crescent Court, Ste 230
Dallas, TX  75201
Attn:  J. Hale Hoak
Fax No.:  (214) 960-4899
------------------------------------- ------------------- ---------- -----------
C. A. Vose 1971 Trust fbo Lisa Vose        $186,299.13       3.847       3.847%
Combs
9520 N. May, Suite 310
Oklahoma City, OK 73120
Attn:  Gene Furnish
Fax No.:  (405) 751-2278
------------------------------------- ------------------- ---------- -----------
1991 Investment Company                    $279,376.06       5.769       5.769%
9520 N. May, Ave Suite 310
Oklahoma City, OK  73120
Attn:  Gene Furnish
Fax No.:  (405) 751-2278
------------------------------------- ------------------- ---------- -----------
Southwest Federated North Texas, L.P.      $279,376.06       5.769       5.769%
8117 Preston Road, Suite 160
Dallas, TX  75225
Attn:  Chad Vose
Fax No.:  (214) 692-9520
------------------------------------- ------------------- ---------- -----------
                 Total                     $2,421,356.00     100       100%
===================================== =================== ========== ===========



Company Agreement Canyon Ferry Capital LLC

                                       21
<PAGE>

                                    EXHIBIT B

                               SERVICING CONTRACT


                        Mortgage Assistance Corporation
      2614 Main Street * Dallas Tx 75226 * 214-670-0005 * fax 214-670-0001
                  www.mac-tx.com       Trading Symbol: MTGC.OB



                               Servicing Contract

Owner:                     Canyon Ferry Capital LLC
Owner's Address:           2614 Main Street, Dallas, TX 75226
Servicer:                  Mortgage Assistance Corporation
Servicer Address:          2614 Main Street, Dallas, TX  75226
Notes and/or REOs:         Attachment A
------------------

This  servicing  agreement  was made and entered into this 14th day of December,
2006, by and between SERVICER and OWNER.

OWNER shall initial below where appropriate.

     Section 1. Servicing of Notes

Note Servicing:  OWNER hereby  authorizes and instructs  SERVICER,  and SERVICER
agrees to service the "NOTES" and in that connection, to do the following:

A.   To receive any and all payments due OWNER on the NOTES,  which includes but
     is not limited to all monthly  payments,  all late payments and all payoffs
     in full or in part. SERVICER is authorized to direct any payment to be made
     payable to SERVICER's Trust Account;

B.   To endorse to SERVICER's  Trust Account any checks or money orders  payable
     to OWNER and to immediately  deposit same in SERVICER's Trust Account which
     is to be  maintained  in  accordance  with such  laws and rules  applicable
     thereto and as to which SERVICER will not commingle its assets;

C.   To transmit  OWNER's  portion of such payments of principal and interest as
     required by laws,  rules and regulations  which are applicable.  There is a
     seven  day hold on all  checks to allow for  clearing  with the bank.  Good
     funds are  delivered to OWNER  without a hold at the address  shown herein.
     SERVICER will not use such payment for any other transaction other than the
     transaction for which the funds are received;

D.   To  provide  periodic  reporting  on the  OWNER's  NOTES that  SERVICER  is
     servicing per this contract;

E.   If the source of payment is not the maker of the NOTES, to so inform OWNER;




<PAGE>


F.   To cause  SERVICER's  Trust  Account  utilized for this  transaction  to be
     inspected as required by such laws, rules and regulations as are applicable
     thereto;

G.   To take any other action which  SERVICER  deems  necessary or convenient to
     the  collection  and  servicing of the NOTES  including  but not limited to
     instituting  foreclosure proceedings in the event of default or making such
     payments for OWNER's  account or taking such other action as SERVICER deems
     necessary or desirable to protect the security of the Security Agreement or
     the priority thereof;

H.   To execute and deliver on OWNER's  behalf and in OWNER's name any documents
     necessary  or  convenient  for the  exercise of any rights or duties  which
     OWNER may have under the NOTES,  including  but not  limited to Request for
     Reconveyance,  Payoff Demands,  Beneficiary  Statements,  Declarations  and
     Notices of Default,  bidding  authorizations  and other instructions to the
     Trustee of the NOTES;

I.   To receive Notices of Default of prior encumbrances and to promptly notifiy
     OWNER of any default upon the Notes and any prior encumbrances;

J.   To grant such extensions or loan modifications as SERVICER deems reasonably
     appropriate;

K.   THE FOLLOWING PROVISIONS (1) & (2) APPLY ONLY TO LOANS IN WHICH OWNER HOLDS
     AN UNDIVIDED FRACTIONAL INTEREST IN THE NOTES:

          1. A default upon any interest in the NOTES shall constitute a default
     upon all interests.  A simple majority in interest of lenders may determine
     and direct the actions to be taken on behalf of all lenders in the event of
     default  or with  respect  to other  matters  requiring  the  direction  or
     approval of lenders, and such majority may designate the SERVICER to so act
     in their behalf.

          2.  SERVICER  shall  furnish to OWNER a list of names and addresses of
     all lenders  holding an  interest  in the NOTES upon five (5) days  written
     notice.


Section 2 - Servicing of REOs
I. REO Servicing:  OWNER hereby authorizes and instructs SERVICER,  and SERVICER
agrees to service the "REOs" and in that connection, to do the following:

A.   Authorize SERVICER to act on behalf of OWNER as landlord to the REOs, where
     applicable;

B.   Authorize  SERVICER to manage,  operate,  control,  rent and lease  OWNER'S
     REOs.

C.   Authorize SERVICER to contract for or undertake the making of all necessary
     repairs and the  performance of all other necessary work for the benefit of
     the REOs  including  all required  alterations  to properly  carry out this
     agreement. SERVICER agrees to secure prior written approval of the OWNER on
     expenditures in excess of $1,000 except emergency  repairs in excess of the
     maximum if, in the opinion of  SERVICER,  such  repairs  are  necessary  to

                                       2
<PAGE>

     protect the property from damage, prevent damage to life or to the property
     of others;

D.   To collect  any and all  payments  due  OWNER,  which  includes  but is not
     limited to, all monthly RENT  payments and all LATE  payments.  SERVICER is
     authorized  to direct any payment to be made  payable to  SERVICER's  Trust
     Account. There is a seven day hold on all checks to allow for clearing with
     the bank.  Good funds are  delivered to OWNER without a hold at the address
     shown herein.  SERVICER will not use such payment for any other transaction
     other than the transaction for which the funds are received;

E.   Any trust  account  SERVICER  maintained  under  this  agreement  may be an
     interest-bearing or income producing account.

F.   To hold security deposits from tenants in escrow or trust account until the
     end of tenancy.

G.   To endorse to SERVICER's  Trust Account any checks or money orders  payable
     to OWNER and to immediately  deposit same in SERVICER's Trust Account which
     is to be  maintained  in  accordance  with such  laws and rules  applicable
     thereto and as to which SERVICER will not commingle its assets;

H.   To provide  weekly  sales  reports  and other  periodic  (but not less than
     monthly)  reports,  as  requested  from time to time by the  OWNER,  on the
     OWNER's REOs that SERVICER is servicing per this contract;

I.   To cause  SERVICER's  Trust  Account  utilized for this  transaction  to be
     inspected as required by such laws, rules and regulations as are applicable
     thereto;

J.   To take any other action which  SERVICER  deems  necessary or convenient to
     the  collection  and  servicing  of the REOs  including  but not limited to
     instituting  eviction proceedings in the event of default or selling of the
     REOs or making  such  payments  for  OWNER's  account or taking  such other
     action as SERVICER  deems  necessary  or  desirable  to protect the OWNER's
     interest in the  property.  To advertise  the  property  and display  signs
     thereon;  to rent and lease the property;  to sign, renew and cancel rental
     agreements  and  leases for the  property  or any part  thereof;  to sue or
     recover for rent and for loss or damage to any part of the property  and/or
     furnishings thereof; and, when expedient, to compromise, settle and release
     any such legal proceedings or lawsuits;

K.   To execute and deliver on OWNER's  behalf and in OWNER's name any documents
     necessary  or  convenient  for the  exercise of any rights or duties  which
     OWNER may have as to the REOs,  including  but not  limited  to  evictions,
     listing  the  property  for sale,  selling  the  property,  or renting  the
     property;

L.   To pay all operating  expenses and such other  expenses as requested by the
     OWNER from the rents  received.  This may  include the payment of taxes and
     insurance;

M.   OWNER hereby agrees to indemnify  and hold  SERVICER  harmless from any and
     all claims, charges, debts, demands and lawsuits, including attorney's fees

                                       3
<PAGE>

     related to SERVICER's  management  of OWNER's REOs,  and from any liability
     for injury on or about the properties which may be suffered by an employee,
     tenant or guest upon the properties;  provided,  however,  that OWNER shall
     have no such  indemnification  obligations  in respect of any such  claims,
     charges,  debts,  demands or lawsuits  resulting  primarily from SERVICER's
     gross negligence or willful misconduct.


Section 3 - General Provisions

FEES:  SERVICER  shall not be  entitled  to any fees or other  compensation  for
providing services hereunder,  and shall bear all costs and expenses incurred in
connection with providing services hereunder. Notwithstanding the foregoing, the
costs and expenses set forth on  Attachment B and incurred to third parties will
be paid by the OWNER directly or, if paid by SERVICER,  the OWNER will reimburse
the SERVICER without markup.

PERFORMANCE OF SERVICES: SERVICER shall, to the best of its ability, perform all
services required to be performed by it hereunder diligently, carefully and in a
good and workmanlike  manner as would a reasonable and prudent  person.  Without
limiting the  generality of the  foregoing,  SERVICER shall devote enough of its
time, attention and resources to providing services hereunder as is necessary to
adequately  perform its services  hereunder.  SERVICER shall, in connection with
the  performance  of the  services  hereunder,  obtain  all  permits,  licenses,
certificates  or other  administrative  or regulatory  authorizations  as may be
required by any governmental  authority from time to time or as may be necessary
or  incident  to  SERVICER's  performance  of its  obligations  in all  material
respects  under  this  agreement.  In  connection  with the  performance  of the
services,  SERVICER  shall comply with all applicable  material laws,  rules and
regulations,  and with all applicable material contracts and agreements that now
pertain,  or in the future may pertain, to the services.  In addition,  SERVICER
shall, in the performance of its obligations under this agreement,  abide by any
applicable restrictions contained in any indenture, loan agreement,  mortgage or
other  agreement to which OWNER or any of its  subsidiaries  or  affiliates is a
party and of which SERVICER has actual knowledge or receives notice.

TERM AND  TERMINATION:  Unless  terminated  earlier in accordance with the other
provisions of this paragraph, the term of this agreement shall begin on the date
of this agreement and shall end on the first anniversary of the date hereof, and
shall thereafter  automatically  renew for successive  three-month terms, unless
notice is given by either  party to the other at least 30 days before the end of
the then current term that this agreement  shall terminate as of the end of such
term.  Notwithstanding the foregoing,  this agreement may be terminated prior to
the  expiration  of the then current term (a) by the mutual  written  consent of
both parties,  or (b) by either party for  nonperformance  or material breach of
this  agreement by the other party after giving the  nonperforming  or breaching
party no less than 30 days  written  notice  (which  notice  shall  specify  the
nonperformance   and/or  material  breach)  and  an  opportunity  to  cure  such
nonperformance  or  material  breach  within  such  30  day  period.   Upon  any
termination of this agreement (including,  without limitation,  by expiration of
the term),  the  parties  shall have no further  rights,  duties or  obligations
hereunder, other than those accruing prior to the effective date of termination,
which shall survive any termination of this agreement. SERVICER acknowledges and
agrees that, in accordance with the Company  Agreement of OWNER,  the Manager(s)
of OWNER who are  designated  by the Investor  Group (as defined in such Company

                                       4
<PAGE>

Agreement)  have the sole and  exclusive  right  and  duty  under  such  Company
Agreement to act on behalf of OWNER in  connection  with any matter  relating to
this agreement,  including, without limitation,  exercising any right (including
the  right  to  terminate  this  agreement  in  accordance  with  the  foregoing
provisions of this paragraph) or remedy accruing to OWNER hereunder.

OWNER represents that all of the persons designated above are over the age of 18
and are competent.

         Make OWNER Check Payable To:  Canyon Ferry Capital LLC

         Address:  2614 Main Street

         City, State, Zip Code:  Dallas, Texas  75226

         Tax ID Number:  14-1976551


ATTORNEY'S  FEES:  If OWNER  or  SERVICER  is a  prevailing  party in any  legal
proceeding  brought  as a  result  of a  dispute  under  this  agreement  or any
transaction  related to or contemplated  by this  agreement,  such party will be
entitled to recover from the  non-prevailing  party all costs of such proceeding
and reasonable attorney's fees.

SPECIAL  PROVISIONS:  This  Agreement  may be  amended  from time to time by the
parties  pursuant to a written  agreement or addendum signed by the SERVICER and
the OWNER.

ENTIRE AGREEMENT: This document contains the entire agreement of the parties and
may not be changed except by written agreement.

ASSIGNMENTS: Neither party may assign this agreement without the written consent
of the other party.

BINDING EFFECT:  OWNER's obligations to SERVICER under this agreement is binding
upon OWNER and OWNER's heirs, executors, successors, and permitted assignees.

JOINT AND SEVERAL:  Parties  executing  this agreement are jointly and severally
liable for the performance of all its terms. Any act or notice to, refund to, or
signature  of,  any  one or  more  of the  parties  regarding  any  term of this
agreement or its termination is binding on all parties executing this agreement.

GOVERNING LAW: Texas law governs the interpretation,  validity, performance, and
enforcement of this agreement.

SEVERABILITY:  If a  court  finds  any  clause  in  this  agreement  invalid  or
unenforceable,  the  remainder  of this  agreement  will not be affected and all
other provisions of this agreement will remain valid and enforceable.

CONTEXT:  When the context  requires,  singular  nouns and pronouns  include the
plural.

                                       5
<PAGE>


NOTICES:  Notices  between the parties must be in writing and are effective when
sent to the receiving party's address as stated in this agreement.


OWNER:  Canyon Ferry Capital LLC
Signed: _______________________________              Date:  December 14, 2006
Print Name: ___________________________
Title:  ______________________________


SERVICER: Mortgage Assistance Corporation
Signed: _______________________________              Date:  December 14, 2006
Print Name: ___________________________
Title:  ________________________________


                                       6
<PAGE>
<TABLE>
<CAPTION>

                                                   Attachment A


------------------------------------------------------------------------------------------------------------------------------------
                                                                              Estimated       Minimum                       Prorated
                                                                   FC Sale   Redemption      Redemption     MAC's Updated   Purchase
     Address                         City           State   Zip      Date       Date          amount          Values         cost
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>               <C>   <C>     <C>          <C>            <C>          <C>            <C>

07794 Ferry Road                   EAST JORDAN       MI    49727   9/1/2006     3/1/2007  $    85,000  $    78,000.00    $ 35,726.75
------------------------------------------------------------------------------------------------------------------------------------

100 102 Cougar                     GWINN             MI    49841   9/7/2006     3/7/2007  $    54,400  $    68,000.00    $ 31,146.39
------------------------------------------------------------------------------------------------------------------------------------

1115 Gillette                      PORT HURON        MI    48060   8/17/2006    2/17/2007 $    52,000  $    60,000.00    $ 27,482.11
------------------------------------------------------------------------------------------------------------------------------------

11428 Grover Street                ROMULUS           MI    48174   8/10/2006    2/12/2007 $   154,770  $    150,000.00   $ 68,705.28
------------------------------------------------------------------------------------------------------------------------------------

118 Dunton Ave                     HOLLAND           MI    49424   7/6/2006     1/6/2007  $    80,750  $     87,600.00   $ 40,123.88
------------------------------------------------------------------------------------------------------------------------------------

1224 Wellington                    BAY CITY          MI    48706   9/8/2006     3/8/2007  $    67,915  $     92,000.00   $ 42,139.24
------------------------------------------------------------------------------------------------------------------------------------

1225 Bohmen Avenue                 PUEBLO            CO    81006   9/13/2006   11/27/2006 $    33,750  $     40,000.00   $ 18,321.41
------------------------------------------------------------------------------------------------------------------------------------

12381 Cloverlawn St                DETROIT           MI    48204   8/9/2006     2/9/2007  $    44,000  $     60,000.00   $ 27,482.11
------------------------------------------------------------------------------------------------------------------------------------

137 Baldwin Avenue                 PONTIAC           MI    48342   9/12/2006    3/12/2007 $    44,000  $    45,000.00    $ 20,611.58
------------------------------------------------------------------------------------------------------------------------------------

13916 Tacoma                       DETROIT           MI    48205   6/28/2006   12/28/2006 $    33,750  $    46,000.00    $ 21,069.62
------------------------------------------------------------------------------------------------------------------------------------

141 Post Avenue                    BATTLE CREEK      MI    49014   8 /11/2006   2/11/2007 $    30,000  $    55,500.00    $ 25,420.95
------------------------------------------------------------------------------------------------------------------------------------

14183 Steel Street                 DETROIT           MI    48227   8/23/2006    2/23/2007 $    37,500  $    55,000.00    $ 25,191.94
------------------------------------------------------------------------------------------------------------------------------------

14460 Rosemary                     DETROIT           MI    48213   8/2/2006     2/2/2007 $    52,000   $    55,000.00    $ 25,191.94
------------------------------------------------------------------------------------------------------------------------------------

14592 Stout St                     DETROIT           MI    48223   7/12/2006    1/12/2007 $    44,000  $    50,000.00    $ 22,901.76
------------------------------------------------------------------------------------------------------------------------------------

16210 Indiana Street               DETROIT           MI    48221   9/6/2006     3/6/2007  $    60,000  $    65,000.00    $ 29,772.29
------------------------------------------------------------------------------------------------------------------------------------

1650 Wiard Boulevard               YPSILANTI         MI    48198   6/15/2006   12/15/2006 $    96,050  $   100,000.00    $ 45,803.52
------------------------------------------------------------------------------------------------------------------------------------

1704 S. Pennsylvania               LANSING           MI    48910   6/1/2006     12/1/2006 $    55,920  $    65,000.00    $ 29,772.29
------------------------------------------------------------------------------------------------------------------------------------

172 174 Banshee Street             GWINN             MI   49841   6/15/2006     12/15/2006 $   59,200  $    64,000.00    $ 29,314.25
------------------------------------------------------------------------------------------------------------------------------------

17366 Clarann                      MELVINDALE        MI    48122   8/30/2006    2/28/2007 $    48,000  $    55,000.00    $ 25,191.94
------------------------------------------------------------------------------------------------------------------------------------

18469 Greenview                    DETROIT           MI    48219   7/5/2006     1/5/2007  $    94,925  $     78,000.00   $ 35,726.75
------------------------------------------------------------------------------------------------------------------------------------

19315 Gaylord                      REDFORD           MI    48240   8/16/2006    2/16/2007 $   107,741  $   104,000.00    $ 47,635.66
------------------------------------------------------------------------------------------------------------------------------------

19389 Albion                       DETROIT           MI    48234   8/3/2006     2/5/2007  $    56,000  $     55,000.00   $ 25,191.94
------------------------------------------------------------------------------------------------------------------------------------

19821 Joann St                     DETROIT           MI    48205   6/21/2006   12/21/2006 $    68,000  $    62,000.00    $ 28,398.18
------------------------------------------------------------------------------------------------------------------------------------

19937-39 Derby                     HIGHLAND PARK     MI    48203   5/31/2006   11/30/2006 $    33,750  $    50,000.00    $ 22,901.76
------------------------------------------------------------------------------------------------------------------------------------

19947 Fairport                     DETROIT           MI    48205   6/7/2006     12/7/2006 $    66,300  $    61,000.00    $ 22,901.76
------------------------------------------------------------------------------------------------------------------------------------

20224 Washburn                     DETROIT           MI    48221   7/5/2006     1/5/2007  $    73,728  $    65,000.00    $ 29,772.29
------------------------------------------------------------------------------------------------------------------------------------

20245 Anglin Street                DETROIT           MI    48234   8/31/2006    2/28/2007 $    77,350  $    88,000.00    $ 40,307.10
------------------------------------------------------------------------------------------------------------------------------------

20386 Fairview Drive               DEARBORN HEIGHTS  MI    48127   8/9/2006     2/9/2007  $   160,650  $   137,000.00    $ 62,750.82
------------------------------------------------------------------------------------------------------------------------------------

20500 Pelkey St                    DETROIT           MI    48205   6/14/2006   12/14/2006 $    68,000  $    66,000.00    $ 30,230.32
------------------------------------------------------------------------------------------------------------------------------------

22154 Brittany Ave                 EASTPOINTE        MI    48021   8/25/2006    2/25/2007 $    60,000  $    65,000.00    $ 29,772.29
------------------------------------------------------------------------------------------------------------------------------------

2364 Zinow                         HAMTRAMCK         MI    48212   5/31/2006    12/1/2006 $    68,850  $    65,000.00    $ 29,772.29
------------------------------------------------------------------------------------------------------------------------------------

244 East Grout Street              GLADWIN           MI    48624   9/8/2006     3/8/2007  $    67,150  $     64,000.00    $ 29,314.2
------------------------------------------------------------------------------------------------------------------------------------

245 Mckinley Street                OWATONNA          MI    55060   8/9/2006     2/9/2007  $   97,750  $     95,000.00    $ 43,513.34
------------------------------------------------------------------------------------------------------------------------------------

26 West Glenwood                   ECORSE            MI    48229   7/5/2006     1/5/2007  $   29,320  $     52,000.00    $ 23,817.83
------------------------------------------------------------------------------------------------------------------------------------

2606 Woodend Ave                   KANSAS CITY       KS    66106   8/22/2006    1/9/2007  $   83,725  $     89,000.00    $ 40,765.13
------------------------------------------------------------------------------------------------------------------------------------

2619 Chestnut St                   PORT HURON        MI    48060   6/22/2006   12/22/2006 $   54,400  $   63,000.00    $ 28,856.22
------------------------------------------------------------------------------------------------------------------------------------

2620 North Lorraine                WICHITA           KS    67219   9/6/2006     1/25/2007 $   33,750  $    45,000.00    $ 20,611.58
------------------------------------------------------------------------------------------------------------------------------------

26208 Colgate St                   INKSTER           MI    48141   6/21/2006   12/21/2006 $   44,800  $    7,000.00    $ 35,268.71
------------------------------------------------------------------------------------------------------------------------------------

26923 Ross St.                     INKSTER           MI    48141   5/25/2006   11/25/2006 $   64,600  $   55,000.00    $ 25,191.94
------------------------------------------------------------------------------------------------------------------------------------

27 James Street                    PONTIAC           MI    48341   9/12/2006    3/12/2007 $   46,400  $    40,000.00     $ 18,321.41
------------------------------------------------------------------------------------------------------------------------------------

2725 Norbert                       FLINT             MI    48504   5/31/2006   11/30/2006 $   80,325  $    45,000.00     $ 20,611.58
------------------------------------------------------------------------------------------------------------------------------------

                                       7

<PAGE>


28402 Longmeadow Lane              TRENTON           MI    48183   8/10/2006    2/10/2007 $   65,450  $    90,000.00     $ 41,223.17
------------------------------------------------------------------------------------------------------------------------------------

303 Fir Ave Northwest              MONTGOMERY        MN   56069   8/3/2006      2/3/2007 $   106,607  $     90,000.00    $ 41,223.17
------------------------------------------------------------------------------------------------------------------------------------

3135 Howden Street                 MUSKEGON          MI    49444   9/1/2006     3/1/2007 $    20,300  $     29,900.00    $ 13,695.25
------------------------------------------------------------------------------------------------------------------------------------

3340 Goldner                       DETROIT           MI    48210   8/2/2006     2/2/2007 $    48,600  $     50,000.00    $ 22,901.76
------------------------------------------------------------------------------------------------------------------------------------
3906 Prescott Street               HAMTRAMCK         MI    48212   9/6/2006     3/6/2007 $    70,550  $     60,000.00
------------------------------------------------------------------------------------------------------------------------------------

40 West St                         COOPERSVILLE      MI    49404   8/31/2006    3/1/2007 $    86,022  $     89,900.00    $ 41,177.36
------------------------------------------------------------------------------------------------------------------------------------

415 Saint Joseph Street            UNION CITY        MI    49094   7/6/2006     1/6/2007 $    48,000  $     75,000.00    $ 34,352.64
------------------------------------------------------------------------------------------------------------------------------------

416 Frederick Street               KALAMAZOO         MI    49048   6/22/2006   12/22/2006 $    68,000  $   102,000.00    $ 46,719.59
------------------------------------------------------------------------------------------------------------------------------------

424 Garland Street                 KALAMAZOO         MI    49001   7/6/2006     1/6/2007  $    73,950  $    84,500.00    $ 38,703.97
------------------------------------------------------------------------------------------------------------------------------------

4621 Berkshire Street              DETROIT           MI    48224   7/12/2006    1/12/2007 $    57,600  $    75,000.00    $ 34,352.64
------------------------------------------------------------------------------------------------------------------------------------

46217 Cavalier Dr                  MACOMB            MI    48044   7/21/2006    1/22/2007 $  112,200   $   120,000.00    $ 54,964.22
------------------------------------------------------------------------------------------------------------------------------------

4656 Brnadon St.                   DETROIT           MI    48209   7/13/2006    1/13/2007 $    36,000  $    35,000.00    $ 16,031.23
------------------------------------------------------------------------------------------------------------------------------------

5417 South Saint Francis Street    WICHITA           KS    67216   9/13/2006    1/11/2007 $    85,000  $    90,000.00    $ 41,223.17
------------------------------------------------------------------------------------------------------------------------------------

5561 Cedar Lake Road               OSCODA            MI    48750   6/7/2006     12/7/2006 $    68,000  $    80,000.00    $ 36,642.82
------------------------------------------------------------------------------------------------------------------------------------

5770 Grandel Ave                   MUSKEGON          M    49442   8/18/2006     2/18/2007 $    96,304  $    82,000.00    $ 37,558.89
------------------------------------------------------------------------------------------------------------------------------------

5772 Chalet Ct.                    OSCODA            M    48750   8/9/2006      2/9/2007  $    55,200  $    64,000.00    $ 29,314.25
------------------------------------------------------------------------------------------------------------------------------------

6051 Auburn St                     DETROIT           MI    48228   9/13/2006    3/13/2007 $    37,500  $    64,000.00    $ 29,314.25
------------------------------------------------------------------------------------------------------------------------------------

617 Baltic Street                  SAINT CHARLES     MI    48655   8/17/2006    2/17/2007 $    52,000  $    80,000.00    $ 36,642.82
------------------------------------------------------------------------------------------------------------------------------------

623 Barrie                         FLINT             MI    48507   8/30/2006    2/28/2007 $    44,000  $    30,000.00    $ 13,741.06
------------------------------------------------------------------------------------------------------------------------------------

633 Ruble Ave                      ALBERT LEA        MN    56007   8/22/2006    2/22/2007 $    65,450  $    93,000.00    $ 42,597.27
------------------------------------------------------------------------------------------------------------------------------------

6790 Griffore                      SAGINAW           MI    48604   6/1/2006     12/1/2006 $    77,073  $    98,000.00    $ 44,887.45
------------------------------------------------------------------------------------------------------------------------------------

6891 Rutherford Street             DETROIT           MI    48228   8/2/2006     2/2/2007  $    76,500  $    74,000.00    $ 33,894.61
------------------------------------------------------------------------------------------------------------------------------------

7 Dickinson Place                  MOUNT CLEMENS     MI    48043   9/8/2006     3/8/2007  $    80,750  $   121,000.00    $ 55,422.26
------------------------------------------------------------------------------------------------------------------------------------

7101 Gartner St                    DETROIT           MI    48209   8/30/2006    2/28/2007 $    37,500  $    35,000.00    $ 16,031.23
------------------------------------------------------------------------------------------------------------------------------------

7291 Greenview Ave                 DETROIT           MI    48228   8/30/2006    2/28/2007 $    75,650  $    73,000.00    $ 33,436.57
------------------------------------------------------------------------------------------------------------------------------------

806 S Mechanic St                  JACKSON           MI    49203   8/30/2006    2/27/2007 $    56,000  $    43,500.00    $ 19,924.53
------------------------------------------------------------------------------------------------------------------------------------

8082 Prospect                      WARREN            MI    48089   6/9/2006     12/9/2006 $    68,000  $    65,000.00    $ 29,772.29
------------------------------------------------------------------------------------------------------------------------------------

8261 Prest Street                  DETROIT           MI    48228   8/16/2006    2/16/2007 $    72,250  $    80,000.00    $ 36,642.82
------------------------------------------------------------------------------------------------------------------------------------

8377 Dyer Trail                    ATLANTA           MI    49709   9/14/2006    3/14/2007 $   104,970  $    90,000.00    $ 41,223.17
------------------------------------------------------------------------------------------------------------------------------------

8664 Stout Street                  DETROIT           MI    48228   9/6/2006     3/6/2007  $    48,000  $    60,000.00    $ 27,482.11
------------------------------------------------------------------------------------------------------------------------------------

8690 Epworth                       DETROIT           MI   48204   7/6/2006      1/27/2007 $    37,500  $     5,000.00    $ 25,191.94
------------------------------------------------------------------------------------------------------------------------------------

9111 Mendota Street                DETROIT           MI    48204   8/23/2006    2/23/2007 $    68,000  $     0,000.00    $ 32,062.46
------------------------------------------------------------------------------------------------------------------------------------
                                   BURLINGTON        KS    66839   8/31/2006    1/30/2007 $    52,000  $     0,000.00    $ 27,482.11
923 Des Moines
------------------------------------------------------------------------------------------------------------------------------------
                                                                                          $  4,821,445  $5,220,900.00  $2,391,356.00
                                                                                ----------------------------------------------------
                                       8
</TABLE>

<PAGE>



                                  Attachment B


o    Eviction fees and costs
o    Property   Preservation   (winterization,    lawn   maintenance,   property
     clean-outs,  board-up,  improvements  required by city to prevent fines and
     liens, re-key property, etc.)
o    Emergency Maintenance - flooding, break-ins, gas leak, etc.
o    Closing Costs from title company
o    Taxes and Insurance
o    Third-Party Management Fee to process listings and closings of REOs
o    Sales Commission
o    Seller  Concessions on behalf of Buyer (portion of Buyer's closing costs or
     credit for repairs, termite treatment, and/or inspections, etc.)
o    Title Work Costs
o    Recording fees and costs
o    Transfer Taxes
o    Cash for Keys to Occupants of REOs
o    Utilities and any liens on the property
o    Banking Service Fees
o    LLC formation costs
o    All  other  reasonable  expenses  approved  by the  Investor  Group,  which
     approval shall not be unreasonably withheld


                                       9