Exhibit 10.12



                         EXECUTIVE EMPLOYMENT AGREEMENT

                                     BETWEEN

                     MORTGAGE ASSISTANCE CENTER CORPORATION

                                       AND

                                 RICHARD COLEMAN


         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made effective as of the
first day of March 2007 by and between Mortgage Assistance Center Corporation, a
Florida  corporation,  (the  "Corporation")  and Richard Coleman,  a resident of
Florida (hereinafter referred to as "Executive").

         WHEREAS,  the  parties,  for and in  consideration  of the  mutual  and
reciprocal covenants and agreements hereinafter  contained,  and intending to be
legally bound hereby, do contract and agree as follows:

         1. Purpose and  Employment.  The  Corporation's  primary  business (the
"Corporation's  Business")  is (a) to  acquire  from  banks and other  financial
institutions relatively large "pools" or groups, consisting of at least ten (10)
or more multiple non-performing mortgages in any one particular "pool" or group,
together with the underlying  distressed real properties  primarily  composed of
single family residences throughout the United States; (b) to generally purchase
such  "pools" or groups of multiple  non-performing  mortgages  through  special
purpose entities formed with financial  partners  through a competitive  bidding
process  or through  direct  negotiations  with the  selling  bank or  financial
institution;  and (c) to categorize and separate the newly-acquired  real estate
mortgages  and  real   properties   into  various   sub-groups  for  management,
rehabilitation  and resale,  usually  over a period of  eighteen to  twenty-four
months.  The purpose of this Agreement is to define the employment  relationship
between  the  Corporation  and  Executive.  The  Corporation  agrees  to  employ
Executive  as the  Corporation's  Senior  Vice  President  and  Chief  Financial
Officer,  and Executive hereby accepts such employment by the  Corporation,  all
upon the terms and conditions hereinafter set forth.

         2. Executive's Duties and Responsibilities.

                  (a)  Duties.  Executive  shall  serve the  Corporation  as its
Senior Vice President and Chief Financial Officer. At all times, Executive shall
report to the Corporation's President and Chief Executive Officer, shall perform
such  duties,  consistent  with the  Executive's  employment  as the Senior Vice
President and Chief Financial Officer of the Corporation,  shall hold such other
titles with respect to the Corporation,  or any of its divisions,  subsidiaries,
or affiliates,  as the  Corporation's  President and Chief Executive Officer may
from time to time determine,  and shall comply with all applicable provisions of
the Corporation's  certificate of incorporation,  and any amendments thereto. As
to employees under his management jurisdiction, including those working directly


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under his  supervision,  Executive  shall use his best  commercially  reasonable
efforts (i) to employ and retain only  employees  who are capable and willing to
perform  according to applicable legal  requirements and applicable  policies of
the  Corporation,  and also (ii) to  assure  that such  personnel  are  properly
trained and  supervised.  Executive may hire and terminate the employment of any
other employee of the Corporation,  or of any of its divisions,  subsidiaries or
affiliates, who is under his management jurisdiction.

                  (b) Responsibilities. Executive agrees that during the term of
his employment by the  Corporation,  he will devote all business time necessary,
proper and appropriate to fulfill and discharge his duties and  responsibilities
to the best of his  abilities  and to exert  his  best  commercially  reasonable
efforts and abilities to the performance of his duties and  responsibilities for
the Corporation. Executive agrees to act with the Corporation's best interest in
mind at all times.  Executive will conduct  himself at the highest  professional
standards of ethics and integrity. Executive agrees to use his best commercially
reasonable  efforts and skills to preserve the business of the  Corporation  and
the goodwill of its employees and persons  having  business  relations  with the
Corporation.  Executive will comply with all of the  Corporation's  policies and
procedures as applicable to Executive.

                  (c) Permitted  Activities.  Notwithstanding the foregoing,  it
shall not be a  violation  of  Section  2(b) for the  Executive  to (i) serve on
corporate,  civic, or charitable  boards or committees,  (ii) deliver  lectures,
fulfill speaking engagements,  or teach at educational institutions during times
other than normal business hours during the business week, or (iii) maintain his
current residence in Tampa,  Florida,  and commute by air to Dallas,  Texas on a
consistent  and regular basis as required by the  President and Chief  Executive
Officer of the Corporation  during the term of this  Agreement,  and (iv) manage
his personal finances and investments, so long as none of such activities as set
forth  in  this  subsection  (c)  (singularly  or  collectively)   significantly
interfere  with  the  performance  of  the  Executive's  responsibilities  as an
employee of the Corporation in accordance with this Agreement.

         3. Term.  The term of this  Agreement  shall be for a period of two (2)
years  commencing  and  effective  as of the  date  of  full  execution  of this
Agreement as set forth  herein,  (the "Term")  unless  terminated  earlier by in
accordance  with Section 8 of this  Agreement.  Upon  completion of the original
Term, the Agreement shall  automatically be renewed for a period of one (1) year
as of each succeeding anniversary date; provided,  however, that the Corporation
or the Executive  may  terminate the Agreement  effective as of any such renewal
date by  providing  ninety (90) days advance  written  notice to the other party
prior to such  renewal.  The  parties  agree  that the  obligations  created  in
Sections  6, 7, 10 and 11 of this  Agreement  will  survive the  termination  of
Executive's employment with the Corporation.

         4. No Limitations.  Executive  warrants and represents that he is under
no  contractual,  judicial or other  restraint  that  impairs his right or legal
ability  to  enter  into  this  Agreement  and  to  carry  out  his  duties  and
responsibilities for the Corporation.

         5.  Compensation  and Benefits.  For all the services to be rendered by
Executive hereunder,  the Corporation shall provide Executive with the following
compensation and benefits:



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         (a) Base Salary.  During the Term of this  Agreement,  the  Corporation
will pay  Executive an annual base salary of one hundred  seventy-five  thousand
dollars ($175,000) payable in monthly  installments and in coordination with the
normal  payroll  cycle of the  Corporation.  Commencing  as of  January 1, 2008,
Executive's  Base Salary shall be reviewed no less  frequently  than annually by
the   Corporation  and  may  be  adjusted  upward  (but  not  downward)  by  the
Corporation.  Upon such annual review during the Term,  Executive's  Base Salary
shall be increased to the greatest of (i) an amount equal to Base Salary for the
prior year plus 5%,  (ii) a factor  measured  by the  increase,  if any,  in the
Consumer Price Index for Wage Earners and Clerical Workers (CPI-W), as published
by the  Bureau  of Labor  Statistics,  for the  prior  calendar  year  (the "CPI
Adjustment")  or (iii) such greater amount as may be agreed by Executive and the
Company.

         (b)  Incentive  Compensation.  In  the  event  that  the  Corporation's
financial  performance  meets or exceeds the annual financial budget  projection
for any fiscal year as approved by the Board of Directors  while this  Agreement
is in effect,  Executive shall receive a cash bonus equal to fifty percent (50%)
of the  Executive's  base  salary,  and any such cash  bonuses  shall be paid to
Executive no later than April 15th of the year  following the year in which such
cash or stock bonus was earned. . Executive may be entitled to other bonuses and
incentive  compensation  as may be  determined  by the  Corporation's  Board  of
Directors  in  its  sole   discretion.   Each  such  other  bonus  or  incentive
compensation may be paid in cash or shares of common stock as the  Corporation's
Board of Directors shall determine such other  incentive  compensation  may also
include options to purchase shares of the Corporation's common stock pursuant to
a plan established by the Corporation's Board of Directors.

         (c)  Vacation  and  Holidays.  Executive  shall be  entitled to two (2)
weeks' vacation with pay (or such greater length of time as may be approved from
time to time by the  Corporation's  Board of Directors)  during the first fiscal
year of the  Agreement,  and shall be entitled to three (3) weeks  vacation with
pay during each  subsequent  fiscal year  thereafter,  with such vacations to be
taken by  Executive  at such  times as shall  be  consistent  with the  business
requirements of the Corporation.  In addition,  Executive shall also be entitled
to  such  holidays  as are  customarily  observed  by the  Corporation  for  its
employees. Unused holidays and days of vacation may not be carried over from one
fiscal year to another,  and  additional  income will not be given for  vacation
time or holidays not taken.  Notwithstanding  anything contained to the contrary
herein,  if Executive is  terminated  without "Good Cause" as defined in Section
8(d),  Executive  shall receive the base salary for any unused vacation time for
the fiscal year in which such termination without "Good Cause" occurs.

         (d)  Other  Benefits.  The  Corporation  shall pay  Executive,  whether
directly or by  reimbursement,  for that certain health and medical,  dental and
vision  coverage  currently in force as of this date and being made available to
Executive pursuant to such Executive's current medical insurance coverage or any
subsequent  replacement  coverage.  During  the  term  of  this  Agreement,  the
Corporation shall pay for or shall reimburse Executive for coach airfare, ground
transportation,  reasonable per diem food allowance, moderately priced temporary
accommodations (such as Hampton Inn, Holiday Inn or Homesuites  hotel/motel),  a
cellular  telephone  with a plan of  Executive's  choice as well as a new laptop
computer of his personal choice for Executive's business use, all as approved by



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the  President  and  Chief  Operating  Officer  of the  Corporation  in his sole
reasonable  discretion.  In  addition  to other  benefits  conferred  under this
Agreement,  Executive  shall have the right to participate in (on the same terms
and conditions as available to other senior  executives of the  Corporation) all
pension  plans,   retirement  plans,  deferred  compensation  plans,   executive
compensation plans, major medical,  group health,  disability,  accidental death
and  group  term  life  insurance  plans,   "fringe"  benefit  plans  (including
permissible  sick days or leave days), and other employee benefit plans that the
Corporation  shall,  from  time to time,  generally  confer  upon  other  senior
executives of the Corporation.

         (e)  Expenses.  Executive  is  expected  from  time to  time,  to incur
reasonable  expenses as he reasonably deems to be for the Corporation's  benefit
and for  promoting  the  business of the  Corporation,  including  expenses  for
entertainment,  travel, and similar items. Executive shall be reimbursed for all
such  reasonable  expenses  (in  accordance  with the  policies  and  procedures
regarding employee business-related expense from time to time established by the
Corporation  for its  senior  executive  officers)  upon his  presenting  to the
Corporation a detailed  itemized  expense  voucher  therefore in accordance with
applicable   corporate  policies.   Executive  may  also  draw  funds  from  the
Corporation,  but only to the extent necessary and  appropriate,  for reasonable
expenses to be incurred on behalf of the Corporation and then only in accordance
with applicable corporate policies.  Detailed records of the expenditure of such
funds shall be  tendered by  Executive  for  expenses  incurred on behalf of the
Corporation in accordance with applicable corporate policies, and if any portion
of such funds is unexpended or  unaccountable,  then  Executive  shall  promptly
return such unexpended or unaccountable sums to the Corporation.

         (f) Stock Grants and Options.

               (1) Restricted  Stock Grant.  During the Term of this  Agreement,
Executive  may receive a grant of shares of the  Corporation's  Common  Stock as
determined by the Board of Directors in its sole discretion. Except as otherwise
provided in this  Agreement,  in the event the Agreement is terminated for "Good
Cause" (as defined in Section 8(d)),  the shares granted to the Executive  under
this  provision  shall be  forfeited;  provided  however,  that in the event the
Executive is  terminated  by the  Corporation  without  Good Cause,  the granted
shares shall not be forfeited.

               (2) Incentive  Stock Options.  Upon execution of this  Agreement,
Executive shall be granted  incentive stock options for a total of seven hundred
fifty  thousand  (750,000)  shares of the  Corporation's  common stock under the
Corporation's  stock option plan (the "Incentive Stock Options").  This grant is
effective as of the date of the  Agreement (or the date of grant under the plan,
if later).  One third of such Incentive  Stock Options shall become  exercisable
upon the full  execution of this  Agreement and the remaining two thirds of such
Incentive Stock Options shall become  exercisable with one half of the remaining
two  thirds  of the  Incentive  Stock  Options  being  exercisable  on the first
anniversary  date of the Agreement,  and the remaining half of the two thirds of
the Incentive  Stock Options being  exercisable  on the last day of the two year
initial Term of the Agreement,  provided that the Executive has not  voluntarily
resigned,  or has  terminated  his  employment  with "Good Cause" (as defined in



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Section 8 (e)), or has not been terminated by the Corporation  with "Good Cause"
as of either of such dates referred to herein this section.

               (3)  Non-Vested   Shares.   If  the  Executive's   employment  is
terminated by the  Corporation  without  "Good Cause" or by the  Executive  with
"Good Cause"  prior to the date on which his right to any shares  granted to him
pursuant  to  this  Agreement  become  fully  vested  and  non-forfeitable,  the
Executive's   rights  to  any  shares   granted  under  this   Agreement   shall
automatically    become   fully   vested   upon   termination   of   employment.
Notwithstanding   the  foregoing,   if  the  Executive's   employment  with  the
Corporation  is terminated by  resignation  by the Executive  upon notice to the
Corporation pursuant to this Agreement,  or by the Corporation with "Good Cause"
pursuant to this Agreement,  the non-vested  shares shall be forfeited as of the
date of resignation or as of the date of termination with "Good Cause".

               (4)  Change-in-Control.   Notwithstanding  (3)  above,  upon  the
occurrence of a Change-in-Control of the Corporation,  the shares granted to the
Executive  under this Agreement  shall become fully vested and  non-forfeitable.
For purposes of this Agreement,  "Change-in-Control"  shall mean (i) the sale of
substantially  all of the assets of the  Corporation to another person or entity
(other than an  subsidiary  or other  affiliate  of the  Corporation),  (ii) the
acquisition of actual or beneficial  ownership of more than fifty percent of the
total combined voting power of all classes of Corporation stock entitled to vote
by a person or group of persons  acting in concert  (other than a subsidiary  or
other affiliate of the  Corporation)  who did not own more than fifty percent of
such on the date of this Agreement,  or (iii) the merger of the Corporation into
another entity (other than a subsidiary or other affiliate of the  Corporation),
where the Corporation's  shareholders  (determined as of the date of the merger)
own  (directly  or  indirectly)  less  than  fifty  percent  of the share of the
surviving  entity.

               (5)  Transfer  of  Shares.  Until any shares  awarded  under this
Agreement become fully vested and non-forfeitable,  such shares shall be held by
the Corporation in escrow.  Upon becoming  vested,  a Share  certificate for the
newly  vested   shares   shall  be  delivered  to  the   Executive  as  soon  as
administratively  feasible after the date of vesting.  The Executive  shall have
all the rights of a  shareholder  with  respect  to the  shares  held in escrow,
including  the right to vote the shares and to receive all  dividends  and other
distributions  paid with respect to the shares.  Any shares held in escrow under
this Agreement shall be held, and a certificate  shall be issued, in the name of
the  Executive.  The Executive  hereby grants to the  Corporation an irrevocable
power of attorney to sign any and all  documents  and to take such other actions
as may be necessary to transfer  ownership to the  Corporation  of any forfeited
shares.

               (6) Unvested Shares Not Subject to Creditors, Except Corporation.
Any  shares  held in escrow by the  Corporation  for the  Executive  under  this
Agreement are not subject to the claims of the Executive's creditors and may not
be voluntarily or involuntarily transferred, assigned, alienated, accelerated or
encumbered.  Notwithstanding the preceding  sentence,  any shares deliverable to
the Executive under this Agreement may, as determined by the Corporation's Board
of Directors in their  discretion,  be offset by any  liability of the Executive
owing to the Corporation.

               (7) Section  83(b)  Election.  The  Executive  may make a Section
83(b) election to treat any  restricted  stock that may have been granted to him
under  Section  5(f) (1) as taxable  income at the time of transfer  pursuant to
this Agreement.



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         6. Training and Confidential Information.  The Corporation will provide
Executive with such  specialized  training as the President and Chief  executive
Officer,  in  his  sole  discretion,   deems  necessary  or  beneficial  to  the
performance of the Executive's responsibilities and duties. The Corporation will
also provide confidential and proprietary information to Executive regarding its
clients, vendors,  employees,  sales, purchasing,  pricing,  services,  computer
programs,  operations,  marketing plans and financial performance, which has not
been previously provided to the Executive. Executive understands and agrees that
after the term of Executive's  employment with the  Corporation,  Executive will
not,  directly  or  indirectly,  knowingly  use  or  disclose  any  Confidential
Information for any reason other than for the  advancement of the  Corporation's
Business.  "Confidential Information" shall mean any information relating to the
Corporation's  Business (or to any of its parents,  subsidiaries  or affiliates)
(whether  proprietary  or  otherwise)  not  generally  known to the real  estate
mortgage  industry or known by Executive  otherwise  than as a consequence of or
through his employment  with the  Corporation  and treated by the Corporation as
being confidential, including, but not limited to, research, marketing, customer
lists,  databases,  financing sources,  methods,  techniques and systems, all of
which shall be deemed by the  Corporation  and  Executive as being  Confidential
Information.

         7. Restrictive Covenants.  In consideration for the commitments made by
the Corporation to the Executive in this Agreement  regarding the  Corporation's
employment  of  Executive,  the  Corporation  disclosing  its  confidential  and
proprietary  information to him and the Corporation  providing  training to him,
Executive  agrees  to the  restrictions  set  out  in  this  Section.  Executive
recognizes  and agrees  that these  restrictions  are  necessary  to protect the
Corporation's  customer  base,  good will,  confidential  information  and other
business interests.

                  (a)   Non-Competition.   Executive   agrees  that  during  his
employment  with  the  Corporation,  and for a  one-year  period  following  the
termination of this  Agreement,  Executive  will not,  without the prior written
consent of the Corporation,  directly or indirectly, either on his own behalf or
on behalf of any person,  partnership,  limited liability company,  corporation,
association,  or otherwise,  invest in (other than investments in publicly-owned
companies,  but excluding the Corporation,  which constitute not more than 1% of
the voting securities of), or perform any of the services which he performed for
the  Corporation  on behalf of any  person or  entity  which is  engaged  in the
Corporation's  Business  (as  defined  in  Section 1 of this  Agreement)  in any
geographical area in which Executive performed services for the Corporation.

                  (b)  Non-Solicitation.  Executive  agrees  that for a one-year
period following the termination of his employment with the Corporation, he will
not,  directly  or  indirectly,  in any manner  solicit  or  contact  any of the
Corporation's  customers or clients that he had personal contact with during his
employment by the  Corporation for the purpose of inducing or persuading them to
change in any negative way their business relationship with the Corporation.

                  (c) Non-Hire. Executive agrees that during his employment with
the  Corporation  and for a one-year  period  following the  termination  of his
employment with the Corporation,  he will not directly or indirectly, on his own
behalf or on behalf of any other person or business entity,  (1) hire any person
employed by the  Corporation  during the 60 days prior to his  termination,  (2)
attempt to influence any person  employed by the  Corporation at the time of his



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termination  to leave his or her employment or (3) use or disclose to any person
or  business  entity  any   Confidential   Information   regarding  any  of  the
Corporation's employees.

                  (d)   Non-Access.   Executive   agrees  that   following   the
termination of employment  with the  Corporation,  Executive will not access the
Corporation's  computer  systems,  download  files or any  information  from the
Corporation's  computer  systems  or in any way  interfere,  disrupt,  modify or
change any computer  program used by the  Corporation  or any data stored on the
Corporation's computer systems.

                  (e) Consent to Court-Ordered  Remedy.  Executive  acknowledges
that Executive's  breach of any covenant set forth in this Section 7 will result
in irreparable injury to the Corporation and that the Corporation's  remedies at
law for such a breach are  inadequate  and  extremely  difficult to calculate or
determine. Accordingly, Executive agrees and consents that upon such a breach or
threatened breach by Executive of any covenant set forth herein, the Corporation
may be entitled to such  remedies in law or equity as may be  determined  by the
court for such a breach or threatened breach.

                  (f)  Remedies  Cumulative  and  Concurrent.   The  rights  and
remedies of the Corporation,  as provided in this Section 7, shall be cumulative
and concurrent and may be pursued  separately,  successively or together against
Executive at the sole  discretion  of the  Corporation,  and may be exercised as
often as occasion  therefor  shall  arise.  The failure to exercise any right or
remedy shall in no event be construed as a waiver or release thereof.

         8. Termination of Agreement.

          a.   Death  of  the  Executive.  This  Agreement  shall  automatically
               terminate upon the death of Executive.

          b.   Disability of the  Executive.  The  Corporation  may  immediately
               terminate  this  Agreement  upon  the  delivery  of a  Notice  of
               Termination (as defined in Section 8(f) of this Agreement) to the
               Executive   setting   forth  the  facts  that   indicate  that  a
               determination  has been made that the Executive has a Disability.
               For purposes of this  Agreement,  the Executive will be deemed to
               have a "Disability"  under any of the following  conditions:  (1)
               the Executive is unable to render and perform  substantially  and
               continuously  the Executive's  duties and services as required by
               this Agreement by reason of any medically  determinable  physical
               or mental  condition  that is  expected to result in death or can
               reasonably  be  expected to last for a  continuous  period of not
               less  than 12  months,  (2) the  Executive  is  determined  to be
               disabled in accordance with a disability income insurance program
               sponsored  by  the   Corporation,   provided  the  definition  of
               disability   applied   under  such  program   complies  with  the
               requirements of Section 409A of the Code, or (3) the Executive is
               determined  to  be  totally   disabled  by  the  Social  Security
               Administration. Upon the request of either party hereto following
               written  notice to the other,  the Disability of the Executive in
               accordance  with  part  (1) of the  preceding  sentence  will  be
               determined by a medical doctor (the "Examining Doctor") who shall
               be selected as follows:  the  Corporation and the Executive shall



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               each select a medical doctor,  and those two medical doctors will
               select a third medical  doctor who will be the Examining  Doctor.
               The  determination  of the Examining  Doctor as to whether or not
               the  Executive  has a  Disability  pursuant  to part  (1) of this
               Section  8(b),  will be  binding  on  both  parties  hereto.  For
               purposes of part (1) of this Section  8(b),  the  Executive  must
               submit to a reasonable  number of  examinations  by the Examining
               Doctor,  and the Executive  hereby  authorizes the disclosure and
               release to the Corporation of such  determination and the results
               of such examinations;  provided, however, if the Executive is not
               legally  competent,   the  Executive's  legal  guardian  or  duly
               authorized  attorney-in-fact  will act in the  Executive's  stead
               under  this  Section  8(b) for the  purposes  of  submitting  the
               Executive to examinations  and providing any such  authorizations
               of disclosure.

          c.   Upon  Notice.  After the  expiration  of the initial  Term of two
               years (as defined in Section 3 of this Agreement), this Agreement
               may be terminated by (i) the Executive by giving the  Corporation
               written  notice of the  Executive's  intent to terminate  without
               "Good Cause" at least  ninety (90) days prior to the  anniversary
               date on which this Agreement would otherwise  automatically renew
               for an  additional  year; or by (ii) the  Corporation  giving the
               Executive written notice of the Corporation's intent not to renew
               this Agreement at least ninety (90) days prior to the anniversary
               date on which this Agreement would otherwise  automatically renew
               for an additional year.  During the ninety (90) day notice period
               following  either  party's  notice of intent  not to renew and to
               terminate the employment  relationship,  Executive  agrees to use
               his best efforts to continue his work for the  Corporation  until
               the  employment  terminates.  In the event  that the  Corporation
               gives written  notice of  termination  without "Good Cause",  the
               Corporation  will  continue  all  compensation  and  benefits  as
               provided in Section 5 of this  Agreement for Executive  until the
               expiration of the full term and duration of the Agreement then in
               effect  with all  compensation  and  benefits  being  the same as
               before the notice was given.

          d.   Termination by Corporation for "Good Cause".  The Corporation may
               immediately  terminate  this  Agreement  upon the  delivery  of a
               Notice of Termination with "Good Cause" to the Executive  setting
               forth the facts that  indicate that an event  constituting  "Good
               Cause" has occurred, or on such later date as may be set forth in
               such Notice of Termination. For purposes of this Agreement, "Good
               Cause" shall mean: (1) Executive's gross negligence in performing
               his duties hereunder or Executive's failure to perform his duties
               at an acceptable  level of performance to the satisfaction of the
               President and Chief Executive of the Corporation for a continuous
               period of twenty (20) business days after receiving  specific and
               detailed written notice from the President and Chief Executive of
               the  Corporation  setting  forth the  actions or  inactions  that
               constitute the alleged gross negligence as well as the corrective
               actions  requested by the  President  and Chief  Executive of the
               Corporation  to  the  Executive;   (2)  Executive's  willful  and
               continuous failure or refusal to perform his duties hereunder for
               a period of twenty (20)  business days after  receiving  specific
               and  detailed   written  notice  from  the  President  and  Chief



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               Executive Officer of the Corporation; (3) Executive's intentional
               wrongful  act  or  intentional   wrongful  failure  to  act  that
               materially  and  adversely  affects the  business  affairs of the
               Corporation  as  determined  in good faith by the  President  and
               Chief   Executive   of   the    Corporation;    (4)   Executive's
               non-appealable  judicial determination of, or conviction for, any
               act of fraud,  any  commission  of any felony  other than a minor
               third degree felony (such as a moving traffic violation involving
               a DWI  or a  DUI  conviction);  (5)  a  material  breach  of  any
               provision  of this  Agreement  likely to cause  material  harm or
               damage   to  the   Corporation;   (6)   Executive's   intentional
               involvement in any material  conflict of interest or self-dealing
               transaction in violation of the applicable  corporate laws of the
               State of Texas,  or other  material  breach of any of Executive's
               quasi-fiduciary  duties to the  Corporation  in  violation of the
               applicable  corporate laws of the State of Texas (including,  but
               not  limited  to,  the  duties  of due  care,  loyalty,  and fair
               dealing) as  determined  in good faith by the President and Chief
               Executive of the Corporation.

          e.   Termination by Executive with "Good Cause". In the event that the
               Executive  serves a detailed written notice to the Corporation of
               Executive's  specific  assertions  of  a  material  breach  or  a
               material  violation of the terms and conditions of this Agreement
               by the  Corporation  (such as  failure to pay or a  reduction  of
               compensation or benefits,  undisputed  reimbursement in excess of
               $2000,  significant  and  substantial  reduction  of authority or
               demotion in title and/or  position),  and such asserted breach or
               violation  remains  uncured or continuing  for a period of twenty
               (20)  business  days after such written  notice,  then  Executive
               shall be entitled to deem his  employment  terminated  with "Good
               Cause" pursuant to this subsection 8(e) and the Corporation  will
               continue  to  provide  Executive  with all the  compensation  and
               benefits  set forth in  Section 5 of this  Agreement  after  such
               termination until the expiration of the full Term and duration of
               the Agreement then in effect.

          f.   Notice of Termination.  For purposes of this Agreement, a "Notice
               of  Termination"  shall  mean  a  written  notice  (delivered  in
               accordance   with  Section  14)  that   indicates   the  specific
               termination  provision  in this  Agreement  upon  which the party
               intending to terminate the Agreement is relying and sets forth in
               reasonable  detail  the facts and  circumstances  that  provide a
               basis for  termination  of the Agreement  under such  termination
               provision.

         9. Severance Benefits.  In addition to any payments of Base Salary that
are due to the  Executive  pursuant  to  Section 5 of this  Agreement,  upon the
termination of this Agreement,  the Corporation shall pay the Executive,  or his
Designated Beneficiary (as defined in this Section 9), if at all, as follows:

          a.   Termination  upon  Death  or  Disability.  If this  Agreement  is
               terminated  in  accordance   with  Section  8(a)  or  8(b),   the
               Corporation  will  pay  to  the  disabled  Executive  or  to  the
               Executive's  Designated  Beneficiary,  as the case may be,  three
               months of the Executive's Base Salary at the time of his Death or
               Disability.   The   Executive  or  the   Executive's   Designated
               Beneficiary  also  will be  entitled  to  receive  the  amount of
               incentive  compensation,  which the Executive has earned  through
               the  termination of this Agreement as determined in good faith by



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<PAGE>

               the Board of  Directors.  Further,  any  restricted  stock grants
               which have been made to the Executive pursuant to this Agreement,
               any  other  restricted  stock  grants to the  Executive,  and any
               outstanding  stock options  granted to the Executive shall become
               fully  vested.  Except to the extent  otherwise  provided in this
               Section  9(a),  the  Executive  or  the  Executive's   Designated
               Beneficiary  shall have no right to receive,  and the Corporation
               shall have no further obligation to pay to the Executive, further
               monthly  installments  of  compensation  or benefits set forth in
               Section 5 of this Agreement.  For the purposes of this Agreement,
               the Executive's  "Designated  Beneficiary"  means such individual
               beneficiary  or trust,  located at such address as the  Executive
               may designate by written notice to the  Corporation  from time to
               time or, if the  Executive  fails to give  written  notice to the
               Corporation  of  such  a  beneficiary,  the  Executive's  estate;
               provided,  however, that, notwithstanding the preceding clause of
               this  sentence,  the  Corporation  shall  have no duty  under any
               circumstances  to  attempt  to open an  estate  on  behalf of the
               Executive, to determine whether any beneficiary designated by the
               Executive is alive,  to determine the existence of any trust,  to
               determine  whether any person or entity  purporting to act as the
               Executive's  personal  representative  (or the trustee of a trust
               established by the  Executive) is duly  authorized to act in that
               capacity,  or to locate or  attempt  to locate  any  beneficiary,
               personal representative, or trustee.

          b.   Termination  by  the  Corporation  without  "Good  Cause"  or  by
               Executive  with "Good Cause".  If this Agreement is terminated by
               the Corporation  without "Good Cause", or by Executive with "Good
               Cause",  the Corporation will continue to provide  Executive with
               all the  compensation and benefits set forth in Section 5 of this
               Agreement after such termination until the expiration of the full
               Term and  duration  of the  Agreement  then in  effect.  Any Base
               Salary to which the Executive is entitled under this Section 9(b)
               shall be paid in accordance with the Corporation's normal payroll
               practices.

          c.   Termination  by  the  Corporation  for  "Good  Cause"  or by  the
               Executive  without "Good Cause".  If this Agreement is terminated
               by the Corporation with "Good Cause" or by the Executive  without
               "Good Cause" as defined in this Agreement, or, after the two year
               original Term of this  Agreement,  by the Executive in accordance
               with Section 8(c) of this Agreement  whereby Executive serves the
               notice of his intent not to renew no less than  ninety  (90) days
               prior to the anniversary  date of this  Agreement,  the Executive
               will be entitled  to receive  his Base Salary with all  benefits,
               (including any incentive  bonuses,  accrued  vacation,  and other
               regular benefits  previously  accorded Employee) through the date
               on which the Executive's employment is terminated.  The Executive
               shall not  receive,  and shall not be entitled  to  receive,  any
               compensation or benefits thereafter, except as otherwise required
               in accordance with federal or state law or the terms of the plans
               or agreements governing the benefits provided hereunder. Any Base
               Salary to which the Executive is entitled under this Section 9(c)
               shall be paid in accordance with the Corporation's normal payroll
               practices.



10
<PAGE>

         10. Return of Property to The Corporation.  Upon the termination of his
employment  by the  Corporation,  Executive  agrees to  immediately  provide the
Corporation with a written  inventory of all  Corporation-owned  property in his
possession or under his control and to immediately return to the Corporation all
Corporation-owned  property in his possession or control.  After his termination
Executive will not retain copies of any documents or other property belonging to
the Corporation.

         11. Required  Notice.  Executive agrees that prior to beginning any new
employment  following the termination of his employment with the Corporation and
for one year thereafter, Executive will provide the Corporation with 10 business
days' written  notice  regarding  Executive's  new  employment.  The notice will
identify  Executive's  new employer,  designate the position the Executive  will
fill for the new employer.

         12. Indemnity.  To the fullest extent permitted by law, the Corporation
shall  indemnify  Executive and hold him harmless for any acts or decisions made
by him in good faith while performing services for the Corporation. In addition,
to the fullest  extent  permitted by law,  the  Corporation  shall  promptly and
timely pay all expenses,  including  attorneys'  fees,  actually and necessarily
incurred by  Executive  in  connection  with the defense of any action,  suit or
proceeding  challenging such acts of decisions and in connection with any appeal
thereon including the costs of settlement. This indemnification obligation shall
survive the termination of the Executive's employment hereunder.

         13. Waiver of Breach of Violation Not Deemed Continuing.  The waiver by
either party of a breach or violation of any provision of this  Agreement  shall
not operate as or be construed to be a waiver of any subsequent breach hereof.

         14.  Notices.  Any and all notices  required or  permitted  to be given
under this  Agreement  will be  sufficient  if furnished in writing,  personally
delivered or sent by certified mail, return receipt requested as follows:

                        To Executive:   Richard Coleman
                                        5005 Garrick Court
                                        Tampa, Florida 33624
                        To Corporation: Mortgage Assistance Center Corporation
                                        2614 Main Street
                                        Dallas, Texas 75226

         15. Securities Law Compliance. The Executive represents and agrees that
any  shares  Executive  receives  under  this  Agreement  are and  shall  be for
Executive's own account and with no intention of reselling or  distributing  the
shares,  except as permitted under this Agreement and any applicable federal and
state securities laws. The Corporation  shall have the right to take any actions
it may deem  necessary or  appropriate  to ensure that the shares granted to the
Executive complies with applicable federal and state securities laws.

         16. Tax Liability.  The  Corporation may withhold from any payment made
pursuant to this  Agreement  any  federal,  state or local taxes  required to be
withheld from such payment. The Executive shall make such arrangements as may be



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<PAGE>

required or be satisfactory to the Corporation (in its sole  discretion) for the
payment of any tax  withholding  obligations  that arise in connection  with the
granting of shares under this Agreement.  The Corporation  shall not be required
to issue any shares under this Agreement until such obligations are satisfied.

         17.  Governing Law. This Agreement shall be interpreted,  construed and
governed according to the laws of the State of Texas. The parties hereto consent
to jurisdiction and venue in the Texas state courts in Dallas,  Texas and United
States District Court for the Northern District of Texas, Dallas Division.

         18. Section Headings.  The Section headings contained in this Agreement
are for  convenience  only and shall in no manner be construed as a part of this
Agreement.

         19. Entire Agreement.  This Agreement  supersedes all prior discussions
and  agreements  between  the  Corporation,  any  of  its  officers,  directors,
employees,  or agents,  and Executive with respect to all mattes relating to the
employment  by the  Corporation  of Executive  and all other  matters  contained
herein,  and this  Agreement  constitutes  the sole and  entire  agreement  with
respect thereto. Any representation,  inducement,  promise or agreement, whether
oral or  written,  between  the  Corporation,  any of its  officers,  directors,
employees,  or agents, and Executive,  which is not embodied herein, shall be of
no force or effect.

         20. Successors and Assignors. This Agreement shall be binding upon, and
shall inure to the benefit of, the  Corporation and Executive and the respective
heirs, personal and legal representatives, successors, and assigns of each.

         21. Severability.  If any term, covenant or condition of this Agreement
or the application  thereof to any person or circumstance  shall, to any extent,
be invalid or  unenforceable  the remainder of this Agreement or the application
of such terms,  covenants and conditions to persons or circumstances  other than
those as to which it is held invalid or unenforceable  shall be affected thereby
and each term,  covenant or  condition of this  Agreement  shall be valid and be
enforced to the fullest extent permitted by law.

         IN WITNESS WHEREOF, the Corporation has hereunder caused this Agreement
to be executed by its duly authorized  offices and seals to be hereunto affixed,
and  Executive  has hereunto set  Executive's  hand and seal,  all being done in
duplicate  originals  delivered to each party as of the day and year first above
written.

ACKNOWLEDGED AND AGREED TO:

         "EXECUTIVE": /s/ Richard Coleman
                      -------------------
                      RICHARD COLEMAN

         "CORPORATION": MORTGAGE ASSISTANCE CENTER CORPORATION:

                        /s/ Ron Johnson
                        ---------------
                        By: RON JOHNSON, President/Chief Executive Officer