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                                 PROMISSORY NOTE

$300,000                                                       February 12, 2008


     FOR  VALUE  RECEIVED,   the   undersigned,   Mortgage   Assistance   Center
Corporation,  a Florida corporation (hereinafter referred to as "MACC"), and its
wholly-owned  subsidiary,  Mortgage Assistance Corporation,  a Texas corporation
(hereinafter referred to as "MAC") with both having corporate offices at 1341 W.
Mockingbird  Lane,  Suite  1200W,  Dallas  Texas 75247  (with both  corporations
hereinafter collectively referred to as the "Borrower"),  hereby unconditionally
promise to pay to the order of CSSF Master Fund, LP, a Texas limited partnership
(the  "Lender"),  in  lawful  money  of the  United  States  of  America  and in
immediately  available funds, at 100 Crescent Court,  Suite 475,  Dallas,  Texas
75201,  or at such other place as may be  designated in writing by the holder of
this Promissory Note (this "Note"), the sum of THREE HUNDRED THOUSAND AND NO/100
DOLLARS  ($300,000),  or such lesser amount as is outstanding  from time to time
hereunder,  plus interest thereon to be computed beginning on the date hereof at
the per annum rate equal to fifteen percent (15%), compounded monthly; provided,
however,  that upon the  occurrence  and during the  continuance  of an Event of
Default, the unpaid principal balance of this Note from time to time outstanding
shall  bear  interest  at the per annum rate equal to  eighteen  percent  (18%),
compounded  monthly.  Borrower  agrees to use the  entire  proceeds  of the loan
evidenced by this Note (the "Loan") solely for working capital purposes.

     1. The entire  principal  balance of this Note shall be due and  payable in
full ON  DEMAND.  Interest  on this  Note  shall  be due and  payable  when  the
principal  balance of this Note is due and payable or paid. All  computations of
interest on this Note shall be made on the actual  number of days elapsed over a
year of 365/366 days.

     2.  The  Loan  shall  be made in one or more  disbursements  by  Lender  to
Borrower (each such disbursement,  an "Advance"), as requested from time to time
by Borrower in accordance with this paragraph 2. The initial Advance shall be in
the amount of  $150,000,  and shall be made by Lender to Borrower on the date of
this Note.  Each  subsequent  Advance shall be made by Lender upon prior written
notice by Borrower,  received by Lender no later than 10:00 a.m.  Dallas,  Texas
time on the  second  (2nd)  business  day  before an  Advance  is to be  funded;
provided,  however,  that (a)  Lender  shall not be  required  to fund the first
subsequent  Advance  until  March 3,  2008 or  after,  and (b) no more  than two
Advances may be  requested  during any  calendar  month.  Each such notice shall
state the amount of the Advance  requested by Borrower  (which shall not be less
than  $25,000,  except  that the last  subsequent  Advance  may be for the total
remaining  amount available to advance under this Note if less than $25,000) and
the date on which the Advance is to be made,  and shall  include  wire  transfer
instructions  for  the  account  into  which  the  Advance  is to be  deposited.
Notwithstanding the foregoing, Lender shall not be obligated to make any Advance
after  the  initial  Advance  unless  (i) at the  time of such  Advance  (A) the
representations  and  warranties  made by  Borrower  in this  Note  are true and
correct in all material  respects,  and (B) neither any  material  change in the
financial condition or prospects of Borrower nor any Event of Default shall have
occurred and shall be  continuing;  (ii) the making of such Advance is permitted
by  applicable   law;  and  (iii)  all  matters  related  to  such  Advance  are
satisfactory to Lender and its counsel in its sole and absolute discretion, and,
if  requested  by Lender,  Borrower  shall  have  delivered  to Lender  evidence



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substantiating  any of the matters contained in this Note which are necessary to
enable Borrower to qualify for such Advance.

     3.  Repayment  of the Loan  shall be  secured  by a pledge of MAC's  equity
interests  in  various  investment  entities  pursuant  to that  certain  Pledge
Agreement,  of even date  herewith,  by and among MAC,  Lender and another party
(the "Pledge Agreement").

     4. Lender shall have an option or right, exercisable at any time after (but
not before) the earlier to occur of (a) the date that MACC  consummates a "going
private" transaction,  or (b) the first anniversary of the date of this Note, to
purchase 12.5% of the capital stock of MACC for nominal consideration.  Borrower
and Lender acknowledge and agree that the Loan is a "qualified commercial loan",
as defined in and  contemplated  by Chapter 306 of the Texas Finance  Code,  and
that the option or right described above in this paragraph 4 is a "charge" under
ss.306.101(b)  of Subchapter B of Chapter 306 of the Texas  Finance  Code,  and,
consequently, is not "interest".  Borrower further acknowledges that it has been
advised  by  Lender to seek the  advice  of an  attorney  and an  accountant  in
connection  with the Loan, and that Borrower has had the opportunity to seek the
advice of an attorney and accountant of Borrower's choice in connection with the
Loan.

     5. If any one or more of the  following  events  shall  occur,  it shall be
deemed an "Event of Default" hereunder:

          (a) in the event the Borrower  fails to make any payment of principal,
     interest,  and/or  any other  amounts  under this Note when and as the same
     shall become due and payable and such payment is not received  prior to the
     third (3rd) day after the same is due;

          (b) the  Borrower  making a  general  assignment  for the  benefit  of
     creditors,  or consenting to the appointment of a trustee or a receiver, or
     admitting in writing its inability to pay its debts as they mature;

          (c) the appointment of a trustee or receiver for the Borrower or for a
     substantial part of its properties without the consent of the Borrower, and
     such trustee or receiver not being discharged within sixty (60) days;

          (d)  the  institution  of  bankruptcy,  reorganization,   arrangement,
     insolvency or  liquidation  proceedings  by or against the Borrower and, if
     instituted  against the  Borrower,  the same  remaining  undismissed  for a
     period of sixty (60) days; or

          (e)  any  substantial  part  of the  property  of the  Borrower  being
     sequestered  or  attached  and not  being  returned  to its  possession  or
     released  from such  attachment  within  sixty  (60) days from such date of
     sequestration or attachment.

     6. Upon the  occurrence  of an Event of  Default,  the Lender  may,  at its
option,  declare this Note to be immediately due and payable in full, both as to
outstanding  principal and all interest  accrued  thereon and all other sums due
under this Note, without presentment, demand, protest or notice of any kind, all
of which are hereby  expressly  waived,  anything  contained in this Note to the
contrary notwithstanding, and the Lender may exercise and shall have any and all
rights and remedies available to it under applicable law or in equity.



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     7. No right or remedy  herein  conferred  upon the Lender is intended to be
exclusive of any other right or remedy contained herein, and every such right or
remedy contained  herein or now or hereafter  existing at law or in equity or by
statute, or otherwise may be exercised separately or in any combination.

     8. The  Borrower  shall have the right to prepay  this Note (in whole or in
part) at any time, without penalty or premium.

     9. The Borrower hereby waives presentment, demand, protest or notice of any
kind in connection  with the execution,  delivery,  performance,  collection and
enforcement  of this Note  (other  than any  notices  specifically  required  by
applicable law). No course of dealing between the Borrower and the holder hereof
or failure to exercise, or delay in exercising, any rights hereunder on the part
of the holder  hereof shall operate as a waiver of any such rights of any holder
hereof.

     10. Any payments received by the Lender under this Note, however designated
by  Borrower,  shall be applied (a) first,  to the payment of accrued but unpaid
interest on this Note, and (b) second,  to the payment of the principal  balance
then owing on this Note.

     11. In the event any  interest  rate  payable  under this Note  exceeds the
maximum rate permitted by law from time to time, the interest rate payable under
this Note shall be deemed to be such maximum permitted rate.

     12. This Note shall be binding  upon the Borrower  and its  successors  and
permitted  assigns  and  shall  inure  to the  benefit  of the  Lender  and  its
successors  and assigns.  The Lender shall have the right to assign or transfer,
or grant  participations  in, all or any  portion of its  interest  in this Note
and/or the Loan.  The Borrower shall not,  without the prior written  consent of
the Lender,  assign or transfer  all or any portion of its  interest  in, or its
obligations under, this Note and/or the Loan.

     13. 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
Note.  In  addition,  in the  event the  Borrower  shall  default  in any of its
obligations under this Note, and in the Lender's  reasonable  opinion it becomes
necessary  or  proper  to employ an  attorney  to assist in the  enforcement  or
collection of the indebtedness  evidenced by this Note or to enforce  compliance
by the Borrower  with any of the  provisions  of this Note,  or in the event the
Lender  shall  become  a party  to any suit or  legal  proceeding  (including  a
proceeding  conducted  under any  bankruptcy  law) to enforce  collection of the
indebtedness  evidenced  by this Note or to enforce  compliance  by the Borrower
with any of the provisions of this Note, then the Borrower agrees to pay any and
all  reasonable  attorneys'  fees  and all of the  costs  that  the  Lender  may
reasonably  incur.  The Borrower shall be liable for such reasonable  attorneys'
fees  and  costs   whether  or  not  any  suit  or   proceeding   is  commenced.
Notwithstanding the foregoing, if any such suit or proceeding is commenced, then
only the  prevailing  party (i.e.,  either the Borrower or the Lender)  shall be
entitled  to  recover  the  reasonable  attorneys'  fees and costs  incurred  in
connection  with  such  suit or  proceeding  from  the  non-prevailing  party or
parties.



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     14.  THE  VALIDITY,  INTERPRETATION  AND  ENFORCEMENT  OF THIS NOTE AND ANY
DISPUTE  ARISING OUT OF OR IN  CONNECTION  WITH THIS NOTE,  WHETHER  SOUNDING IN
CONTRACT, TORT, EQUITY OR OTHERWISE,  SHALL BE GOVERNED BY THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF TEXAS,  WITHOUT  REGARD TO ITS PRINCIPLES OF CONFLICTS
OF  LAWS.  The  Borrower  (a)  hereby  irrevocably   submits  to  the  exclusive
jurisdiction  of the courts (both state and federal)  located in Dallas  County,
Texas,  for the  purposes of any suit,  action or  proceeding  arising out of or
relating to this Note or the transactions  contemplated  hereby,  and (b) hereby
waives,  and agrees not to assert in any such suit,  action or  proceeding,  any
claim that it is not personally  subject to the  jurisdiction of any such court,
that the suit, action or proceeding is brought in an inconvenient  forum or that
the venue of the suit, action or proceeding is improper.

     15. THE  BORROWER  HEREBY  WAIVES ANY RIGHT TO HAVE A JURY  PARTICIPATE  IN
RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN
THE  LENDER AND THE  BORROWER  ARISING  OUT OF,  CONNECTED  WITH,  RELATED TO OR
INCIDENTAL TO THE RELATIONSHIP  ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS
NOTE OR ANY OTHER  INSTRUMENT,  DOCUMENT OR  AGREEMENT  EXECUTED OR DELIVERED IN
CONNECTION HEREWITH (INCLUDING, WITHOUT LIMITATION, THE PLEDGE AGREEMENT) OR THE
TRANSACTIONS  RELATED  HERETO.  THE BORROWER HEREBY AGREES AND CONSENTS THAT ANY
SUCH CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION  SHALL BE DECIDED BY COURT TRIAL
WITHOUT A JURY AND THAT THE LENDER MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF
THIS NOTE WITH ANY COURT AS WRITTEN  EVIDENCE OF THE CONSENT OF THE  BORROWER TO
THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

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         IN WITNESS WHEREOF, the Borrower has executed this Note as of the date
first above written.



                                        THE BORROWER:


                                        MORTGAGE ASSISTANCE CORP.


                                        By: /s/ Ronald E. Johnson
                                            ---------------------
                                            Ronald E. Johnson, CEO & President


                                        MORTGAGE ASSISTANCE
                                        CENTER CORPORATION


                                        By: /s/ Ronald E. Johnson
                                            ---------------------
                                            Ronald E. Johnson, CEO & President