Exhibit 10.2


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


                               Servicing Contract

Member:
Member's Address:
Servicer:                   Mortgage Assistance Corporation
Servicer Address:          2614 Main Street, Dallas, TX  75226
Notes and/or REOs:         Attachment A


This servicing agreement was made and entered into this _____ day of __________,
2006, between SERVICER and MEMBER.

MEMBER shall initial below where appropriate.

Section 1. Servicing of Notes
-----------------------------

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

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

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

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

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

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



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

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

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

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

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

K.   MEMBER  may  terminate  SERVICER's  authority  hereunder  only with 30 days
     written notice and upon repayment and/or payment of the following:

     1.   Any outstanding payments made by SERVICER on MEMBER's behalf;
     2.   Any accrued expenses incurred by SERVICER in connection with servicing
          the NOTES;

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

     1.   A default  upon any  interest in the NOTES shall  constitute a default
          upon all  interests.  A simple  majority  in  interest  of lenders may
          determine  and direct the actions to be taken on behalf of all lenders
          in the event of default or with respect to other matters requiring the
          direction or approval of lenders,  and such majority may designate the
          SERVICER to so act in their behalf.
     2.   SERVICER  shall furnish to MEMBER a list of names and addresses of all
          lenders  holding an interest  in the NOTES upon five (5) days  written
          notice.

M.   Fees will be according to the attached Fee Schedule.

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

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




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

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

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

E.   Any  trust  account  SERVICER  maintains  under  this  agreement  may be an
     interest-bearing  or income  producing  account.  SERVICER  may  retain any
     interest or income from such account as compensation under this agreement.

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

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

H.   To  provide  periodic  reporting  on the  MEMBER's  REOs that  SERVICER  is
     servicing per this contract;

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

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



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

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

M.   MEMBER  may  terminate  SERVICER's  authority  hereunder  only with 30 days
     written notice and upon repayment and/or payment of the following:

     1.   Any outstanding payments made by SERVICER on MEMBER's behalf;
     2.   Any accrued expenses incurred by SERVICER in connection with servicing
          the REOs;

N.   MEMBER  hereby  agrees to hold  SERVICER  harmless from any and all claims,
     charges,  debts, demand and lawsuits,  including attorney's fees related to
     SERVICER's  management of MEMBER's  REOs, and from any liability for injury
     on or about the properties which may be suffered by an employee,  tenant or
     guest upon the properties.

O.   Fees will be according to the attached Fee Schedule.

Section 3 - General Provisions
------------------------------

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

         Make MEMBER Check Payable To:__________________________________________

         Address: ______________________________________________________________

         City, State, Zip Code: ________________________________________________

         Tax ID Number: ________________________________________________________

DEFAULT:  A party is in  default if the party  fails to cure a breach  within 10
days after receipt of written demand from the other party. If either party is in
default, the non-defaulting party may: (a) terminate this agreement by providing
at  least  10  days  written  notice;   (b)  recover  all  amounts  due  to  the
non-defaulting  party under this agreement;  (c) recover  reasonable  collection
costs and attorney's  fees; and (d) exercise any other remedy  available at law.
SERVICER is also entitled to recover any  compensation  SERVICER would have been
entitled to receive if Member did not breach this agreement.

MEDIATION:  The parties agree to negotiate in good faith in an effort to resolve
any dispute related to this agreement that may arise between the parties. If the
dispute  cannot be resolved by  negotiation,  the dispute  will be  submitted to
mediation. The parties to the dispute will choose a mutually acceptable mediator
and will share the cost of mediation equally.



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

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

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

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

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

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

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

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

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

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


MEMBER:
Signed: _________________________________                 Date _________________
Print Name: _____________________________
Title:  _________________________________


SERVICER: Mortgage Assistance Corporation
Signed: _________________________________                 Date _________________
Print Name: _____________________________
Title:  _________________________________




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                                  Fee Schedule



1. Note Servicing: (for current notes)
$12.00 per note per month for standard servicing support that includes,  but not
limited  to item such as  monthly  mailings  of  statements  and  responding  to
borrower requests. In addition, Members will pay any directly related expenses.


1. Default Management Fee: (for non-performing and REO)
$188.00 per Note or REO per month for standard default  management  support such
as  collections,   skip  tracing,   coordinating  foreclosures,   responding  to
bankruptcy claims, and any overhead related to default management plus REO sales
coordination, forced insurance placements, property management and evictions. In
addition, all directly related fees or commissions, internal or outsourced, will
be charged to MEMBER's account

















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