PLEDGE AGREEMENT


     THIS PLEDGE AGREEMENT (this "Agreement"), dated as of February 12, 2008, is
entered  into by and  among  MORTGAGE  ASSISTANCE  CORP.,  a  Texas  corporation
("Pledgor"), CSSF MASTER FUND, LP, a Texas limited partnership ("CSSF"), and LBL
PARTNERS,  LTD., a Texas limited  partnership ("LBL" and together with CSSF, the
"Secured Parties"), with reference to the following:


     WHEREAS,  Secured Parties have extended credit (the "Loans") to Pledgor, as
evidenced  by  those  certain  Promissory  Notes,  each of even  date  herewith,
executed  by  Pledgor  and  payable  to the order of each  Secured  Party in the
aggregate  original  principal  amount of Three Hundred Thousand and No/100 U.S.
Dollars ($300,000.00) each (the "Notes"); and


     WHEREAS,  to induce Secured  Parties to make the Loans to Pledgor,  Pledgor
has agreed to pledge, grant,  transfer, and assign to Secured Parties a security
interest  in the  Collateral  (as  hereinafter  defined)  to secure the  Secured
Obligations (as hereinafter defined), as provided herein.


     NOW,  THEREFORE,  in  consideration  of  the  mutual  promises,  covenants,
representations, and warranties set forth herein and for other good and valuable
consideration, the parties hereto agree as follows:

1.   Definitions and Construction.

     (a)  Definitions.
          ------------

     As used in this Agreement:

     "Bankruptcy  Code"  means  Title  11 of the  United  States  Code  entitled
"Bankruptcy," as now and hereafter in effect, or any successor statute.

     "Business Day" means any day that is not a Saturday,  Sunday,  or other day
on which commercial banks in Dallas, Texas are closed.

     "Code" means the Uniform Commercial Code as in effect in the State of Texas
from time to time.

     "Collateral"  shall  mean  the  Pledged  Interests,  whether  now  owned or
hereafter acquired, now existing or hereafter arising and wherever located.

     "Equity  Interests"  means all of the Membership  Interests or other equity
interests owned,  directly or indirectly,  by Pledgor in (a) MAC/Crescent No. 1,
LLC, a Texas limited  liability  company,  (b)  MAC/Crescent No. 2, LLC, a Texas
limited liability company, and/or (c) any other Person formed by Pledgor and HBK
Fund MS LLC (or any affiliate  thereof) for the same or similar  purpose as that
of the Persons described in (a) and (b) above.

     "Event of Default"  shall have the meaning  ascribed  thereto in Section 22
hereof.



                                       1
<PAGE>


     "Governmental  Authority" shall mean the government of the United States of
America or any other nation, any political subdivision thereof, whether state or
local,  and any agency,  authority,  instrumentality,  regulatory  body,  court,
central  bank or  other  entity  exercising  executive,  legislative,  judicial,
taxing,  regulatory  or  administrative  powers or functions of or pertaining to
government.

     "Holder" and "Holders" shall have the meanings  ascribed thereto in Section
3 of this Agreement.

     "Issuer"  shall mean any Person  identified or described in (a), (b) or (c)
of the definition of Equity Interests above.

     "Lien" shall mean any lien,  mortgage,  pledge,  assignment  (including any
assignment of rights to receive payments of money),  security interest,  charge,
or  encumbrance  of any kind  (including  any  conditional  sale or other  title
retention  agreement,  any lease in the nature thereof, or any agreement to give
any security interest).

     "Loan  Documents"  shall  mean  this  Agreement,  the  Notes  and all other
agreements,  instruments,  or  other  documents  entered  into  or  executed  in
connection  with the Loans,  in each case,  as amended,  restated,  or otherwise
modified from time to time.

     "Person" shall mean any  individual,  corporation,  trust,  business trust,
joint venture,  joint stock company,  association,  company,  limited  liability
company, partnership, Governmental Authority or other entity of whatever nature.

     "Pledged  Interests"  shall mean: (a) all of the Equity  Interests owned by
Pledgor;  and (b) the  certificates  or  instruments  representing  such  Equity
Interests.

     "Secured   Obligations"  shall  mean  all  liabilities,   obligations,   or
undertakings  owing by  Pledgor to  Secured  Parties of any kind or  description
arising  out of or  outstanding  under,  advanced  or  issued  pursuant  to,  or
evidenced by the Loan Documents.

     "Secured  Parties" shall have the meaning  ascribed thereto in the preamble
to this Agreement, together with their successors or assigns.

     "Secured Party" shall mean either one of the Secured Parties, together with
its successors or assigns.

     "Securities Act" shall have the meaning ascribed thereto in Section 9(c) of
this Agreement.

     (b)  Construction.
          -------------


               (i)  Unless  the  context  of  this  Agreement  clearly  requires
otherwise,  references  to the plural  include the  singular and to the singular
include the plural,  the part includes the whole,  the term  "including"  is not
limiting, and the term "or" has, except where otherwise indicated, the inclusive
meaning  represented  by the  phrase  "and/or."  The words  "hereof,"  "herein,"
"hereby,"  "hereunder,"  and other similar terms in this Agreement refer to this



                                       2
<PAGE>

Agreement as a whole and not  exclusively  to any  particular  provision of this
Agreement. Article, section, subsection, exhibit, and schedule references are to
this  Agreement  unless  otherwise  specified.  All of the exhibits or schedules
attached to this Agreement shall be deemed incorporated herein by reference. Any
reference to any of the following  documents  includes any and all  alterations,
amendments, restatements,  extensions,  modifications,  renewals, or supplements
thereto or  thereof,  as  applicable:  this  Agreement  or any of the other Loan
Documents.

               (ii)  Neither this  Agreement  nor any  uncertainty  or ambiguity
herein  shall be  construed  or  resolved  against  Secured  Parties or Pledgor,
whether  under any rule of  construction  or otherwise.  On the  contrary,  this
Agreement has been reviewed by all of the parties and their  respective  counsel
and shall be construed and interpreted  according to the ordinary meaning of the
words used so as to fairly accomplish the purposes and intentions of the parties
hereto.

               (iii) In the event of any direct  conflict  between  the  express
terms and  provisions  of this  Agreement and of the other Loan  Documents,  the
terms and provisions of the other Loan Documents shall control.

2.   Pledge.


     As  security  for  the  prompt  payment  and  performance  of  the  Secured
Obligations in full by Pledgor when due under the Loan Documents, Pledgor hereby
pledges, grants,  transfers, and assigns to Secured Parties, and each of them, a
security  interest in all of Pledgor's right,  title, and interest in and to the
Collateral.

3.   Delivery and Registration of Collateral.

               (a) All  certificates  or instruments  representing or evidencing
the Pledged Interests shall be promptly  delivered by Pledgor to Secured Parties
or their designee  pursuant  hereto at a location  designated by Secured Parties
and shall be held by or on behalf of Secured Parties pursuant hereto,  and shall
be in suitable form for transfer by delivery,  or shall be accompanied by a duly
executed  instrument of transfer or  assignment in blank,  in form and substance
reasonably   satisfactory  to  Secured  Parties,   regardless  of  whether  such
certificate constitutes a "certificated security" for purposes of the Code.

               (b) Upon the occurrence and during the continuance of an Event of
Default,  Secured Parties shall have the right, at any time in their  discretion
and without notice to Pledgor, to transfer to or to register on the books of any
Issuer  (or  of  any  other  Person  maintaining  records  with  respect  to the
Collateral)  in the name of Secured  Parties or any of their nominees any or all
of the Collateral. In addition, Secured Parties shall have the right at any time
to exchange  certificates or instruments  representing or evidencing  Collateral
for certificates or instruments of smaller or larger denominations.

               (c) If,  at any  time  and  from  time to  time,  any  Collateral
(including  any  certificate  or  instrument   representing  or  evidencing  any
Collateral)  is in the  possession  of a Person  other than  Secured  Parties or
Pledgor (a  "Holder"),  then  Pledgor  shall  immediately,  at Secured  Parties'
option,  either  cause such  Collateral  to be delivered  into Secured  Parties'
possession,  or cause such Holder to enter into a control agreement, in form and



                                       3
<PAGE>

substance  satisfactory  to Secured  Parties,  and take all other  steps  deemed
necessary by Secured Parties to perfect the security interest of Secured Parties
in such Collateral,  all pursuant to Sections 9-106 & 9-313 of the Code or other
applicable law governing the perfection of Secured Parties' security interest in
the Collateral in the possession of such Holder.

               (d) Any and all Collateral  (including dividends,  interest,  and
other cash  distributions)  at any time  received or held by Pledgor shall be so
received or held in trust for Secured  Parties,  shall be segregated  from other
funds and  property  of  Pledgor  and shall be  forthwith  delivered  to Secured
Parties  in  the  same  form  as  so  received  or  held,   with  any  necessary
indorsements; provided that cash dividends or distributions received by Pledgor,
may be retained by Pledgor in accordance with Section 4 and used in the ordinary
course of Pledgor's business.

               (e) If at any  time,  and  from  time  to  time,  any  Collateral
consists of an  uncertificated  security or a security in book entry form,  then
Pledgor shall immediately cause such Collateral to be registered or entered,  as
the case may be, in the name of Secured  Parties,  or  otherwise  cause  Secured
Parties' security interest thereon to be perfected in accordance with applicable
law.

               (f) In the event  that any  Collateral  which are not  securities
(for purposes of the Code) on the date hereof become  treated as securities  for
purposes of the Code,  the Pledgor shall  promptly  take all steps  necessary or
advisable  to  establish  Secured  Parties'  "control"  of such  Collateral,  as
applicable.

4.   Voting Rights and Dividends and Distributions.

               (a) So long as no Event of  Default  shall have  occurred  and be
continuing, Pledgor shall be entitled to exercise or refrain from exercising any
and all voting and other consensual  rights  pertaining to the Collateral or any
part  thereof  for any  purpose  not  inconsistent  with  the  terms of the Loan
Documents  and shall be  entitled to receive  and retain any cash  dividends  or
distributions  paid or  distributed  in  respect  of the  Collateral;  provided,
Pledgor  shall not  exercise or refrain  from  exercising  any such right to the
extent such exercise or refrain would violate the Loan Documents.

               (b) Upon the occurrence and during the continuance of an Event of
Default, all rights of Pledgor to exercise or refrain from exercising the voting
and  other   consensual   rights  or  receive  and  retain  cash   dividends  or
distributions  that it would  otherwise  be entitled to  exercise,  refrain from
exercising or receive and retain, as applicable  pursuant to Section 4(a), shall
cease, and all such rights shall thereupon become vested in Secured Parties, who
shall thereupon have the sole right to exercise such voting or other  consensual
rights and to receive and retain such cash dividends and distributions.  Pledgor
shall  execute and deliver (or cause to be executed  and  delivered)  to Secured
Parties all such proxies and other instruments as Secured Parties may reasonably
request for the purpose of enabling  Secured  Parties to exercise the voting and
other rights  which they are  entitled to exercise and to receive the  dividends
and  distributions  that they are entitled to receive and retain pursuant to the
preceding sentence.

5.   Representations and Warranties.

     Pledgor represents, warrants, and covenants as follows:



                                       4
<PAGE>

               (a) Pledgor has taken all steps it deems necessary or appropriate
to be informed on a continuing basis of changes or potential  changes  affecting
the  Collateral  (including  rights  of  conversion  and  exchange,   rights  to
subscribe,   payment  of  dividends   or   distributions,   reorganizations   or
recapitalization, tender offers and voting and registration rights), and Pledgor
agrees that Secured Parties shall not have any  responsibility  or liability for
informing  Pledgor of any such  changes or  potential  changes or for taking any
action or omitting to take any action with respect thereto.

               (b) Pledgor is a corporation,  duly formed,  validly existing and
in good standing under the laws of the State of Texas.  The address of Pledgor's
principal place of business is: 1341 W. Mockingbird  Lane, Suite 1200W,  Dallas,
Texas 75247.

               (c) To the  knowledge  of  Pledgor,  all  information  herein  or
hereafter supplied to Secured Parties by or on behalf of Pledgor in writing with
respect to the Collateral is, or in the case of information  hereafter  supplied
will be, accurate and complete in all material respects.

               (d) Pledgor is and will be the sole legal and beneficial owner of
the  Collateral  (including  the  Pledged  Interests  and all  other  Collateral
acquired by Pledgor after the date hereof) free and clear of any adverse  claim,
Lien, or other right,  title, or interest of any party,  other than the Liens in
favor of Secured Parties.

               (e) This  Agreement,  and the delivery to Secured  Parties of the
Pledged Interests representing Collateral (or the control agreements referred to
in Section 3 of this Agreement),  creates a valid, perfected, and first priority
security  interest in one hundred  percent  (100%) of the Pledged  Interests  in
favor of Secured Parties  securing payment of the Secured  Obligations,  and all
actions necessary to achieve such perfection have been duly taken.

               (f) The Pledged  Interests have been duly  authorized and validly
issued and are fully paid and nonassessable.

6. Further Assurances.

               (a) Pledgor hereby  authorizes  each Secured Party to file one or
more financing or continuation statements,  and amendments thereto,  relative to
all or any part of the Collateral. A carbon, photographic, or other reproduction
of this Agreement or any financing statement covering the Collateral or any part
thereof shall be sufficient as a financing statement where permitted by law.

               (b) Pledgor will furnish to Secured Parties,  upon the request of
either Secured Party: (i) a certificate executed by Pledgor, and dated as of the
date of delivery to Secured Parties, itemizing in such detail as Secured Parties
may request, the Collateral which, as of the date of such certificate,  has been
delivered  to Secured  Parties by Pledgor  pursuant  to the  provisions  of this
Agreement;  and (ii) such  statements  and  schedules  further  identifying  and
describing  the  Collateral  and  such  other  reports  in  connection  with the
Collateral as Secured Parties may request.

7.   Covenants of Pledgor.



                                       5
<PAGE>

     Pledgor shall:

               (a)  Perform  each  and  every  covenant  in the  Loan  Documents
applicable to Pledgor;

               (b) Not change its  principal  place of business  without  giving
Secured Parties at least thirty (30) days prior written notice thereof;

               (c) Upon receipt by Pledgor of any material  notice,  report,  or
other communication from any Issuer or any Holder relating to all or any part of
the Collateral,  deliver such notice,  report or other  communication to Secured
Parties as soon as possible,  but in no event later than five (5) business  days
following the receipt thereof by Pledgor.

8.   Secured Parties as Pledgor's Attorney-in-Fact.


     Pledgor hereby irrevocably appoints each Secured Party as Pledgor's limited
attorney-in-fact,  with full  authority in the place and stead of Pledgor and in
the name of Pledgor, Secured Parties or otherwise,  from time to time at Secured
Parties'  discretion,  to take any  action and to execute  any  instrument  that
Secured  Parties may  reasonably  deem  necessary or advisable to accomplish the
specific  purposes of this  Agreement,  including:  (i) upon the  occurrence and
during the continuance of an Event of Default, to receive,  indorse, and collect
all  instruments  made payable to Pledgor  representing  any dividend,  interest
payment or other  distribution  in respect of the Collateral or any part thereof
to the extent permitted hereunder and to give full discharge for the same and to
execute and file  governmental  notifications and reporting forms; (ii) to enter
into any control  agreements  either Secured Party deems  necessary  pursuant to
Section  3 of this  Agreement;  or  (iii) to  arrange  for the  transfer  of the
Collateral on the books of any Issuer or any other Person to the name of Secured
Parties or to the name of Secured Parties' nominee.

9.   Remedies upon Default.

     Upon the occurrence and during the continuance of an Event of Default:

               (a) Secured Parties may exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein or otherwise available
to them,  all the rights and  remedies of a secured  party on default  under the
Code  (irrespective  of  whether  the  Code  applies  to the  affected  items of
Collateral),  and Secured  Parties may also without  notice (except as specified
below) sell the  Collateral or any part thereof in one or more parcels at public
or private  sale, at any exchange,  broker's  board or at any of either  Secured
Party's  offices or elsewhere,  for cash, on credit or for future  delivery,  at
such time or times  and at such  price or prices  and upon such  other  terms as
Secured Parties may deem commercially reasonable,  irrespective of the impact of
any such sales on the market  price of the  Collateral.  To the  maximum  extent
permitted by applicable law, either Secured Party may be the purchaser of any or
all of the Collateral at any such sale and shall be entitled, for the purpose of
bidding and making  settlement  or payment of the purchase  price for all or any
portion of the Collateral  sold at any such public sale, to use and apply all or
any part of the Secured Obligations as a credit on account of the purchase price
of any  Collateral  payable at such sale.  Each purchaser at any such sale shall
hold the property  sold  absolutely  free from any claim or right on the part of
Pledgor,  and Pledgor hereby waives (to the extent  permitted by law) all rights
of  redemption,  stay,  or  appraisal  that it now has or may at any time in the



                                       6
<PAGE>

future have under any rule of law or statute now existing or hereafter  enacted.
Pledgor  agrees that,  to the extent notice of sale shall be required by law, at
least ten (10)  calendar  days  notice to  Pledgor  of the time and place of any
public  sale or the  time  after  which  a  private  sale  is to be  made  shall
constitute  reasonable  notification.  Secured Parties shall not be obligated to
make any sale of  Collateral  regardless  of notice of sale  having  been given.
Secured  Parties  may  adjourn  any public or private  sale from time to time by
announcement  at the time and place fixed therefor,  and such sale may,  without
further notice,  be made at the time and place to which it was so adjourned.  To
the maximum  extent  permitted by law,  Pledgor hereby waives any claims against
Secured  Parties arising because the price at which any Collateral may have been
sold at such a  private  sale was less  than the  price  that  might  have  been
obtained at a public sale,  even if either Secured Party accepts the first offer
received and does not offer such Collateral to more than one offeree.

               (b) Pledgor  hereby agrees that any sale or other  disposition of
the Collateral  conducted in conformity with reasonable  commercial practices of
banks,  insurance  companies,  or other  financial  institutions in the city and
state where either Secured Party is located in disposing of property  similar to
the Collateral shall be deemed to be commercially reasonable.

               (c) Pledgor hereby  acknowledges that the sale by Secured Parties
of any Collateral pursuant to the terms hereof in compliance with the Securities
Act of 1933 as now in effect or as  hereafter  amended,  or any similar  statute
hereafter adopted with similar purpose or effect (the "Securities Act"), as well
as applicable  "Blue Sky" or other state  securities  laws,  may require  strict
limitations  as to the  manner  in  which  Secured  Parties  or  any  subsequent
transferee of the  Collateral  may dispose  thereof.  Pledgor  acknowledges  and
agrees that in order to protect Secured Parties' interest it may be necessary to
sell the Collateral at a price less than the maximum price  attainable if a sale
were delayed or were made in another manner, such as a public offering under the
Securities  Act.  Pledgor has no  objection  to sale in such a manner and agrees
that  Secured  Parties  shall  not have any  obligation  to obtain  the  maximum
possible  price for the  Collateral.  Without  limiting  the  generality  of the
foregoing,  Pledgor agrees that, upon the occurrence and during the continuation
of an Event of Default,  Secured  Parties may,  subject to applicable  law, from
time to time  attempt  to sell all or any part of the  Collateral  by a  private
placement,  restricting the bidders and prospective purchasers to those who will
represent and agree that they are  purchasing  for  investment  only and not for
distribution.  In so  doing,  Secured  Parties  may  solicit  offers  to buy the
Collateral  or any part  thereof for cash,  from a limited  number of  investors
reasonably  believed by Secured Parties to be  institutional  investors or other
accredited  investors who might be interested in purchasing the  Collateral.  If
Secured Parties  solicit such offers,  then the acceptance by Secured Parties of
one of the  offers  shall be deemed to be a  commercially  reasonable  method of
disposition of the Collateral.

               (d) If Secured Parties shall determine to exercise their right to
sell all or any  portion of the  Collateral  pursuant to this  Section,  Pledgor
agrees that, upon request of Secured Parties, Pledgor will, at its own expense:

                    (i) use its best efforts to execute and  deliver,  and cause
each  Issuer and the equity  holders  thereof to execute and  deliver,  all such
instruments and documents, and to do or cause to be done all such other acts and
things,  as may be reasonably  necessary or, in the opinion of Secured  Parties,
advisable to register such  Collateral  under the  provisions of the  Securities



                                       7
<PAGE>

Act,  and to  cause  the  registration  statement  relating  thereto  to  become
effective and to remain  effective for such period as prospectuses  are required
by law to be furnished,  and to make all amendments and supplements  thereto and
to the  related  prospectuses  which,  in the  opinion of Secured  Parties,  are
necessary  or  advisable,  all  in  conformity  with  the  requirements  of  the
Securities  Act and the rules and  regulations  of the  Securities  and Exchange
Commission applicable thereto;

                    (ii) execute and deliver,  or cause the officers,  directors
and  general  partners of each  Issuer to execute  and  deliver,  to any Person,
entity or  Governmental  Authority  as Secured  Parties may choose,  any and all
documents and writings which, in Secured Parties'  reasonable  judgment,  may be
necessary  or  appropriate  for  approval,  or be  required  by, any  regulatory
authority  located in any city,  county,  state or country  where Pledgor or any
Issuer engage in business,  in order to transfer or to more effectively transfer
the Pledged  Interests or otherwise  enforce Secured Parties' rights  hereunder;
and

                    (iii) do or cause to be done all such  other acts and things
as may be reasonably  necessary to make such sale of the  Collateral or any part
thereof valid and binding and in compliance with applicable law.


     Pledgor acknowledges that there is no adequate remedy at law for failure by
it to comply with the provisions of this Section and that such failure would not
be adequately  compensable in damages,  and therefore agrees that its agreements
contained in this Section may be specifically enforced.

               (e) PLEDGOR  EXPRESSLY  WAIVES TO THE MAXIMUM EXTENT PERMITTED BY
LAW: (i) ANY  CONSTITUTIONAL  OR OTHER RIGHT TO A JUDICIAL  HEARING PRIOR TO THE
TIME SECURED PARTIES DISPOSE OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN
THIS SECTION; (ii) ALL RIGHTS OF REDEMPTION,  STAY, OR APPRAISAL THAT IT NOW HAS
OR MAY AT ANY TIME IN THE  FUTURE  HAVE  UNDER  ANY RULE OF LAW OR  STATUTE  NOW
EXISTING OR HEREAFTER  ENACTED;  AND (iii) EXCEPT AS SET FORTH IN SUBSECTION (a)
OF THIS SECTION 9, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE.

10.  Expenses.


     Pledgor  agrees to pay and  reimburse  Secured  Parties upon demand for all
reasonable  costs  and  expenses  (including,  without  limitation,   reasonable
attorneys'  fees and expenses) that Secured Parties may incur in connection with
(i) the custody,  use or  preservation  of, or the sale of,  collection  from or
other realization upon, any of the Collateral, including the reasonable expenses
of  re-taking,  holding,  preparing  for sale or  lease,  selling  or  otherwise
disposing of or realizing on the Collateral, (ii) the exercise or enforcement of
any rights or remedies  granted  hereunder or under the other Loan  Documents or
otherwise  available to them (whether at law, in equity or  otherwise)  relating
solely to the Collateral,  or (iii) the failure by Pledgor to perform or observe
any of the provisions  hereof.  The provisions of this Section shall survive the
execution  and delivery of this  Agreement,  the repayment of any of the Secured



                                       8
<PAGE>

Obligations,  the  termination of the  commitments of Secured  Parties under the
Loan Documents and the termination of this Agreement or any other Loan Document.

11.  Duties of Secured Parties.


     The powers  conferred on Secured  Parties  hereunder  are solely to protect
their  interests  in the  Collateral  and shall  not  impose on them any duty to
exercise such powers.  Except as provided in Section 9-207 of the Code,  Secured
Parties  shall  not  have  any  duty  with  respect  to  the  Collateral  or any
responsibility  for taking any necessary  steps to preserve  rights  against any
Persons with respect to any Collateral.

12.  Choice of Law and Venue; Submission to Jurisdiction; Service of Process.

               (a)  THE   VALIDITY   OF  THIS   AGREEMENT,   ITS   CONSTRUCTION,
INTERPRETATION,  AND ENFORCEMENT,  AND THE RIGHTS OF THE PARTIES HERETO SHALL BE
DETERMINED UNDER,  GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS (WITHOUT REFERENCE TO THE CHOICE OF LAW PRINCIPLES THEREOF). Each
party hereto (i) 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
Agreement or the transactions  contemplated  hereby, and (ii) hereby waives, and
agrees not to assert in any such suit,  action or proceeding,  any claim that he
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.

               (b)  NOTHING  IN THIS  AGREEMENT  SHALL BE DEEMED OR  OPERATE  TO
AFFECT THE RIGHT OF SECURED  PARTIES TO SERVE LEGAL  PROCESS IN ANY OTHER MANNER
PERMITTED  BY LAW,  OR TO PRECLUDE  THE  ENFORCEMENT  BY SECURED  PARTIES OF ANY
JUDGMENT OR ORDER  OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS
AGREEMENT TO ENFORCE SAME IN ANY OTHER APPROPRIATE FORUM OR JURISDICTION.

13.  Amendments; etc.


     No amendment or waiver of any  provision of this  Agreement  nor consent to
any  departure by Pledgor  herefrom  shall in any event be effective  unless the
same shall be in writing and signed by Secured Parties,  and then such waiver or
consent  shall be effective  only in the specific  instance and for the specific
purpose  for which  given.  No  failure on the part of either  Secured  Party to
exercise,  and no delay in exercising any right under this Agreement,  any other
Loan  Document,  or otherwise  with  respect to any of the Secured  Obligations,
shall operate as a waiver thereof;  nor shall any single or partial  exercise of
any right under this  Agreement,  any other Loan  Document,  or  otherwise  with
respect to any of the Secured Obligations preclude any other or further exercise
thereof or the  exercise of any other right.  The remedies  provided for in this
Agreement  or  otherwise  with  respect to any of the  Secured  Obligations  are
cumulative and not exclusive of any remedies provided by law.

14.  Notices.



                                       9
<PAGE>

     Unless  otherwise  specifically  provided  herein,  all notices shall be in
writing  addressed  to the  respective  party  as set  forth  below:  and may be
personally served, or sent by overnight courier service or United States mail:


         If to Pledgor:             Mortgage Assistance Corp.
                                    1341 W. Mockingbird Lane, Suite 1200W
                                    Dallas, Texas 75247
                                    Attn:  Ronald E. Johnson
                                    Facsimile:  (214) 670-0001


         If to Secured Parties:     CSSF Master Fund, LP
                                    100 Crescent Court, Suite 475
                                    Dallas, Texas  75201
                                    Attn:  Tom C. Davis
                                    Facsimile:  (214) 871-6711

                                    and

                                    LBL Partners, Ltd.
                                    100 Crescent Court, Suite 475
                                    Dallas, Texas  75201
                                    Attn:  E.B. Lyon, III
                                    Facsimile:  (214) 871-6711


     Any notice  given  pursuant  to this  section  shall be deemed to have been
given: (a) if delivered in person,  when delivered;  (b) if delivered by fax, on
the date of  transmission  if  transmitted on a Business Day before 4:00 p.m. at
the place of receipt or, if not, on the next  succeeding  Business  Day;  (c) if
delivered by overnight  courier,  two (2) calendar  days after  delivery to such
courier properly  addressed;  or (d) if by United States mail, four (4) Business
Days after  depositing  in the United  States  mail,  with  postage  prepaid and
properly  addressed.  Any party  hereto may change the  address or fax number at
which it is to receive notices hereunder by notice to the other party in writing
in the foregoing manner.

15.  Continuing Security Interest.


     This  Agreement  shall  create  a  continuing   security  interest  in  the
Collateral and shall: (a) remain in full force and effect until the indefeasible
payment   in   full   of   the   Secured   Obligations,   including   the   cash
collateralization,  expiration,  or cancellation of all Secured Obligations,  if
any,  consisting of letters of credit, and the full and final termination of any
commitment to extend any financial  accommodations under the Loan Documents; (b)
be binding upon  Pledgor and its  successors  and assigns;  and (c) inure to the
benefit of Secured Parties and their  respective  successors,  transferees,  and
assigns.  Upon the  indefeasible  payment and performance in full of the Secured
Obligations,  including the cash collateralization,  expiration, or cancellation
of all Secured  Obligations,  if any,  consisting of letters of credit,  and the



                                       10
<PAGE>

full  and  final   termination   of  any  commitment  to  extend  any  financial
accommodations  under the Loan Documents,  the security interests granted herein
shall  automatically  terminate and all rights to the Collateral shall revert to
Pledgor. Upon any such termination,  Secured Parties will, at Pledgor's expense,
execute  and  deliver to Pledgor  such  documents  as Pledgor  shall  reasonably
request to  evidence  such  termination.  Such  documents  shall be  prepared by
Pledgor and shall be in form and substance  reasonably  satisfactory  to Secured
Parties.

16.  Security Interest Absolute.


     To the maximum extent permitted by law, all rights of Secured Parties,  all
security interests hereunder, and all obligations of Pledgor hereunder, shall be
absolute and unconditional irrespective of:

               (a) any lack of validity or  enforceability of any of the Secured
Obligations or any other agreement or instrument relating thereto, including any
of the Loan Documents;

               (b) any change in the time, manner, or place of payment of, or in
any other term of, all or any of the Secured Obligations, or any other amendment
or waiver of or any consent to any departure from any of the Loan Documents,  or
any other agreement or instrument relating thereto;

               (c)  any  exchange,  release,  or  non-perfection  of  any  other
collateral,  or any release or  amendment  or waiver of or consent to  departure
from any guaranty for all or any of the Secured Obligations; or

               (d) any other  circumstances  that might  otherwise  constitute a
defense available to, or a discharge of, Pledgor.

17.  Headings.


     Section and subsection  headings in this Agreement are included  herein for
convenience  of reference only and shall not constitute a part of this Agreement
or be given any substantive effect.

18.  Severability.


     In case any  provision  in or  obligation  under  this  Agreement  shall be
invalid,  illegal or unenforceable in any jurisdiction,  the validity,  legality
and  enforceability  of the  remaining  provisions  or  obligations,  or of such
provision  or  obligation  in any  other  jurisdiction,  shall not in any way be
affected or impaired thereby.

19.  Counterparts; Facsimile Execution.


     This Agreement may be executed in one or more  counterparts,  each of which
shall be deemed an original and all of which together  shall  constitute one and
the same  Agreement.  Delivery of an executed  counterpart  of this Agreement by
facsimile  shall be equally as  effective  as delivery  of an original  executed



                                       11
<PAGE>

counterpart of this Agreement.  Any party delivering an executed  counterpart of
this Agreement by facsimile also shall deliver an original executed  counterpart
of this  Agreement but the failure to deliver an original  executed  counterpart
shall not affect the validity, enforceability, or binding effect hereof.

20.  Waiver of Marshaling.


     Each of Pledgor  and each  Secured  Party  acknowledges  and agrees that in
exercising any rights under or with respect to the Collateral,  Secured Parties:
(a) are  under no  obligation  to  marshal  any  Collateral;  (b) may,  in their
absolute discretion,  realize upon the Collateral in any order and in any manner
they so elect; and (c) may, in their absolute discretion,  apply the proceeds of
any or all of the Collateral to the Secured  Obligations in any order and in any
manner they so elect. Pledgor and Secured Parties waive any right to require the
marshaling of any of the Collateral.

21.  Waiver of Jury Trial.


     PLEDGOR AND EACH SECURED  PARTY HEREBY WAIVE THEIR  RESPECTIVE  RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION  BASED  UPON OR  ARISING  OUT OF THIS
AGREEMENT OR ANY OF THE TRANSACTIONS  CONTEMPLATED  HEREIN,  INCLUDING  CONTRACT
CLAIMS,  TORT  CLAIMS,  BREACH  OF DUTY  CLAIMS,  AND ALL  OTHER  COMMON  LAW OR
STATUTORY  CLAIMS.  PLEDGOR  AND EACH  SECURED  PARTY  REPRESENT  THAT  EACH HAS
REVIEWED THIS WAIVER AND EACH  KNOWINGLY AND  VOLUNTARILY  WAIVES ITS JURY TRIAL
RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION,  A
COPY OF THIS  AGREEMENT  MAY BE FILED  AS A  WRITTEN  CONSENT  TO A TRIAL BY THE
COURT.

22.  Events of Default.


     The  happening of an Event of Default under the Notes shall be an "Event of
Default" hereunder.


     [Remainder of page intentionally left blank; signature page to follow.]








                                       12
<PAGE>




         IN WITNESS WHEREOF, Pledgor and Secured Parties have caused this
Agreement to be duly executed and delivered as of the date first written above.




                                      PLEDGOR:

                                      MORTGAGE ASSISTANCE CORP.


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




                                      SECURED PARTIES:


                                      LBL PARTNERS, LTD.

                                      By:  LBL Management Company, LLC,
                                           its General Partner


                                      By: /s/ E.B. Lyon, III
                                          E.B. Lyon, III, Manager


                                      CSSF MASTER FUND, LP

                                      By:  Crescent Special Situations Fund, LP,
                                           its General Partner

                                      By:  CSSF Management Partners, LP,
                                           its General Partner

                                      By:  CSSF, LLC, its General Partner


                                      By: /s/ Tom C. Davis
                                          Tom C. Davis, Manager