COMPANY AGREEMENT

                                       OF


                              Elf Fork Capital LLC




                        A TEXAS LIMITED LIABILITY COMPANY

                        EFFECTIVE AS OF JANUARY 26, 2007




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

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



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                                TABLE OF CONTENTS


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

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

ARTICLE II.  RIGHTS AND DUTIES OF MANAGERS.....................................2

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

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

   3.1.    LIMITATION OF MEMBERS' LIABILITIES..................................3
   3.2.    NO CONTROL OF BUSINESS OR RIGHT TO ACT FOR COMPANY..................4
   3.3.    PRIORITY AND RETURN OF CAPITAL......................................4
   3.4.    MEETINGS OF THE COMPANY; VOTING RIGHTS..............................4
   3.5.    POWERS RESERVED TO THE MEMBERS......................................5

ARTICLE IV.  COMPANY BOOKS AND RECORDS; AMENDMENT OF AGREEMENT;
             POWER OF ATTORNEY.................................................6

   4.1.    AMENDMENT OF AGREEMENT..............................................6
   4.2.    BOOKS AND RECORDS, ACCOUNTING, REPORTS, TAX ELECTIONS...............6

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

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

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

   6.1.    ALLOCATIONS OF PROFITS AND LOSSES...................................8
   6.2.    SPECIAL ALLOCATIONS.................................................9
   6.3.    DISTRIBUTIONS......................................................11

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

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

ARTICLE VIII.  ADMISSION AND WITHDRAWAL OF MEMBERS............................14

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

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

   9.1.    EVENTS REQUIRING WINDING UP........................................14

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

ARTICLE X.  MISCELLANEOUS.....................................................16

   10.1.   NOTICE.............................................................16
   10.2.   WAIVER OF NOTICE...................................................16
   10.3.   AUTHORITY TO BIND THE COMPANY......................................16
   10.4.   WAIVER OF ACTION FOR PARTITION.....................................16
   10.5.   INDEMNIFICATION BY COMPANY.........................................16
   10.6.   CONSTRUCTION.......................................................16
   10.7.   ARTICLES AND OTHER HEADINGS........................................16
   10.8.   SEVERABILITY.......................................................17
   10.9.   APPLICATION OF TEXAS LAW...........................................17
   10.10.  DISREGARDED ENTITY TAX TREATMENT INTENDED IF ONE MEMBER............17
   10.11.  PARTNERSHIP TAX TREATMENT INTENDED IF MORE THAN ONE MEMBER;
           TAX ADMINISTRATIVE MATTERS.........................................17
   10.12.  NO PARTNERSHIP INTENDED FOR NON-TAX PURPOSES.......................17

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


EXHIBIT A         MEMBER CAPITAL CONTRIBUTIONS................................19



EXHIBIT B         LIST OF ASSETS..............................................20



EXHIBIT C        SERVICING AGREEMENT..........................................21



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


                                   DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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<PAGE>


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

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

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

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

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

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

          (xiii)  "Manager" and  "Managers"  As used in this  Agreement the term
     "Manager"  shall mean each  individual  Manager of the Company from time to
     time. The term "Managers"  shall refer (i) to the Manager of the Company at
     any time when the Company has one (1) Manager and (ii) collectively, to all

                                       iv
<PAGE>

     of the  Managers of the  Company at any time when the Company has  multiple
     Managers.  Initially,  the Company  shall have one Manager,  which shall be
     Mortgage Assistance Corp., a Texas corporation.

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

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

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

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

          (xviii)  "Offered  Interest"  shall have the meaning  ascribed to such
     term in Section 7.3 hereof.

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

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

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

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

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

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

          (xxv) A "Transfer" of all or any part of a Membership  Interest  means
     any type of disposition of any right, title or interest  whatsoever in such

                                       v
<PAGE>

     Membership Interest, voluntarily or involuntarily,  directly or indirectly,
     including without limitation any sale, exchange,  assignment,  encumbrance,
     grant of security interest, pledge, hypothecation, gift, transfer by trust,
     transfer by will or intestate succession, or other disposition whatsoever.

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

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

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


                              ARTICLE I. FORMATION

     1.1.  Formation.  On January 26, 2007, the Company was organized as a Texas
limited  liability company by execution and delivery of Certificate of Formation
to the Texas Secretary of State in accordance with the Texas Act.

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

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

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

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



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<PAGE>



                    ARTICLE II. RIGHTS AND DUTIES OF MANAGERS

     2.1. Management of Company Vested in the Managers. The business and affairs
of the Company  shall be managed by the  Managers.  The consent of a majority in
number  of the  Managers  then-serving  shall  be the act of the  Managers.  The
Managers  shall  direct,  manage and control the  business of the Company to the
best of their  ability.  Except  for  situations  in which the  approval  of the
Members is expressly  required  herein and as  specifically  provided in Section
3.5, the Managers shall have full and complete  authority,  power and discretion
to: (i) manage and control the  business,  affairs and  property of the Company;
(ii) make all  decisions  regarding  the  business,  affairs and property of the
Company;  and (iii) perform any and all other acts incident to the management of
the Company's  business subject to the provisions of this Agreement.  Subject to
the limitations in the preceding  sentence,  the right,  power, and authority of
the  Managers  pursuant  to this  Agreement  shall  be  liberally  construed  to
encompass all acts and  activities in which a Company may engage under the Texas
Act.

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

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

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

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

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

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

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

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

     2.3. Liability for Certain Acts. Each Manager shall perform its duties as a
Manager  in good  faith,  in a  manner  reasonably  believed  to be in the  best
interest of the Company, and with such care as an ordinarily prudent person in a



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<PAGE>

like position would use under similar circumstances.  If any Manager so performs
the duties as a Manager,  it shall not have any  liability by reason of being or
having  been a  Manager.  No  Manager  shall be liable to the  Company or to any
Member for any loss or damage sustained by the Company or any Member, unless the
loss or damage shall have been the result of fraud,  deceit,  gross  negligence,
willful misconduct or a wrongful taking by such Manager.

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

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

     2.6. Resignation and Removal of Managers.  Any Manager may resign by giving
thirty (30) days prior written notice to the Members. Any Manager may be removed
by the unanimous vote of all of the Members.  The Members shall by the unanimous
vote  of  all  Members  then  elect  a  successor   Manager  to  begin   serving
simultaneously  with the resignation or removal of any Manager.  The Members may
increase or decrease (but not below one (1)) the number of Managers constituting
all of the Managers of the Company.

     2.7. Compensation and Fees. Each Manager shall be reimbursed by the Company
for all out of pocket  expenses  incurred  by such  Manager  in  furtherance  of
performing  its  obligations to the Company as Manager.  Except as  specifically
provided in the Servicing  Agreement (as  described in Section  3.5(c)  herein),
Manager shall receive no compensation  other than reimbursement of out-of-pocket
expenses  incurred by Manager in furtherance of the business of the Company.  No
Manager shall receive any  additional  compensation  except as the Members shall
decide.

                 ARTICLE III. RIGHTS AND OBLIGATIONS OF MEMBERS

     3.1. Limitation of Members'  Liabilities.  Based on the Texas Act, a Member
shall not be bound by, or be personally liable for, the expenses, liabilities or
obligations of the Company or the Manager,  and such Member's liability shall be
limited  solely  to the  amount of its  Capital  Contributions,  whether  or not
returned to such Member, together with the undistributed share of the profits of
the Company from time to time credited to such Member's  Capital Account and any



                                       3
<PAGE>

money or other property wrongfully paid or conveyed to such Member on account of
its  Capital  Contribution,  including  but not  limited to money or property to
which creditors were legally entitled,  paid or conveyed to a Member, and, under
certain circumstances, interest on returned capital.

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

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

     3.4. Meetings of the Company; Voting Rights.

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

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

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

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

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



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<PAGE>


     3.5.  Powers  Reserved to the  Members.  Each of the  following  actions on
behalf of the Company shall require the unanimous approval of the Members:

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

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

     (c)  the execution,  on behalf of the Company,  of a servicing agreement in
          the form of Exhibit B, attached hereto and incorporated herein by this
          reference,  or any  amendment  thereto,  to service the  Initial  Loan
          Portfolio  (as  defined  in  Section  5.6  herein)  and an  additional
          portfolio of loans owned by the Company (hereinafter  referred to as a
          "Servicing Agreement").

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

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

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

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

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

     (i)  the merger or consolidation of the Company;

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

     (k)  the  establishment  of  reserves  to  help  meet  anticipated  Company
          expenses and the investment of such reserves pending utilization.



                                       5
<PAGE>



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

     4.1. Amendment of Agreement.

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

     (b)  Recording  of  Amendment.  In making any  amendments,  there  shall be
          prepared and filed for  recordation by the Managers such documents and
          certificates,  if any, as shall be  required to be prepared  and filed
          under the Texas Act and under the laws of the other  jurisdictions  in
          which the Company is then formed or qualified.

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

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

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

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

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

     (e)  Bank  Accounts.  The  Managers  are  authorized  to  open  a  bank  or
          investment  account for the Company and withdraw  funds or sign checks
          withdrawing  funds from such bank or  investment  account for the sole
          purpose of paying all  ordinary  and  necessary  charges and  expenses



                                       6
<PAGE>

          incident  to or arising  out of the  operations  of the Company in the
          ordinary  course of  business  (including  expenses  arising  out of a
          Servicing   Agreement  provided  said  Servicing  Agreement  has  been
          approved by the Members as required  herein),  and that such banks and
          investment  companies be, and hereby are,  authorized  and directed to
          honor,  pay and charge to the  account of this  Company all checks and
          orders for the payment of money so drawn when so signed.  The Managers
          are  authorized to certify to any bank or other  investment  company a
          copy of this  Section  4.2(e)  and the  names  and  signatures  of the
          Company's  Managers  authorized  to sign  checks as  provided  in this
          Section 4.2(e),  and such bank or other  investment  company is hereby
          authorized to rely upon such certificate until formally advised of any
          changes therein.


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

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

     5.2. Additional Contributions; Additional Units; Preemptive Rights.

     (a)  Unless  approved  by  all  of  the  Members,   no  additional  Capital
          Contributions shall be required from any Members.  Upon such approval,
          the Managers shall give written notice to each Member of the amount of
          any required additional Capital  Contributions,  and each Member shall
          deliver to the Company  his, her or its pro rata share  thereof  based
          upon such  Member's  Percentage  of Interest no later than thirty (30)
          days following the date such notice is given.

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



                                       7
<PAGE>


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

     5.4. Capital Accounts.

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

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

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

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

                     ARTICLE VI. ALLOCATIONS, DISTRIBUTIONS

     6.1. Allocations of Profits and Losses.

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



                                       8
<PAGE>


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

     6.2. Special Allocations.

     Notwithstanding any other provisions of this Agreement to the contrary:

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

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

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

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



                                       9
<PAGE>


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

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

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

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

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

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



                                       10
<PAGE>


     6.3. Distributions.

     (a)  Notwithstanding  anything  herein to the  contrary,  the  Managers may
          distribute  available  funds on an asset by asset  basis or  quarterly
          basis.  If the managing  member elects to distribute  when an asset is
          sold,  then a  distribution  will be made  the  following  month.  The
          priority for "distribution of proceeds" is as follows:

               1) Costs to third parties or Managers expenses and servicing fees
          (for all assets)
               2) Return of  capital  contribution  in  proportion  to  members'
          contribution for the sold assets.
               3) Excess  proceeds  (or profit) in  proportion  to the  Members'
          Percentage of Interest.

     (b)  The Company shall make a distribution to any Member from Distributable
          Cash to the extent that such Member is  allocated  income  pursuant to
          Section  6.1  or  Section  6.2 in  excess  of  distributions  received
          pursuant to Section 6.3(a), in an amount sufficient to defray federal,
          state and local tax  liabilities  of such Member with  respect to such
          excess  for the  Fiscal  Year,  based  upon the  then-current  highest
          marginal federal tax rate plus the then-current highest marginal state
          tax rate for the State of Texas.



                          ARTICLE VII. TRANSFERABILITY

     7.1.  General.  Except as provided  herein or as otherwise  consented to in
writing  by the  Members,  a  Member  shall  not  Transfer  all or any part of a
Membership Interest. Any purported or attempted Transfer of all or any part of a
Membership  Interest in  violation  of this Article 7 shall be null and void and
the purported  transferee of such invalid Transfer shall not be entitled to have
any interest in the Company  transferred  to such  purported  transferee  on the
books of the Company.

     7.2. Transfers Not Requiring Prior Consent.

     (a)  A Member may, without first obtaining the written consents required in
          Section 7.1 above, Transfer by sale or gift all or any undivided share
          of its Membership Interest to any one or more of the following:  (i) a
          partnership,  limited  liability company or corporation in which fifty
          percent (50%) or more of the capital and profit interests (in the case
          of a  partnership  or a limited  liability  company) or in which fifty
          percent  (50%)  or  more  of the  capital  stock  (in  the  case  of a
          corporation)  is owned by or for the benefit of the  Member;  (ii) the
          Member's  partners  (if the  Member is a  partnership),  the  Member's
          members (if the Member is a limited liability company) or the Member's
          shareholders (if the Member is a corporation);  (iii) the Company; and
          (iv) a Member or Members;  provided any such transferee shall agree in
          writing to be bound by the terms and  conditions of this  Agreement as
          they  applied to the  transferring  Member on the date of execution of
          this  Agreement in the same manner as if the  transferring  Member had
          retained  ownership  of its  Membership  Interest  (upon  meeting  the
          foregoing  requirements,  such  transferee  shall be  referred to as a
          "Permitted Transferee").


                                       11
<PAGE>


     (b)  The Managing Member may,  without first obtaining the written consents
          required in Section 7.1,  transfer by sale,  assignment or gift all or
          any  undivided  share  over and  above its  fifty  percent  Membership
          Interest to a third party.


     7.3. Voluntary Transfer Procedure.

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

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

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

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

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

               (iv) If the Company and the Members do not exercise  their rights
          to redeem or purchase, as the case may be, all of the Offered Interest
          pursuant  to the terms  set forth in  Section  7.3(b)(i)  and  Section



                                       12
<PAGE>

          7.3(b)(ii)  above,  then  the  Transferring  Person  shall  be free to
          Transfer the remaining  part of the Offered  Interest to the bona fide
          purchaser set forth in the Offer under the terms of the Offer, subject
          to the  restrictions on such Transfer imposed by this Agreement or any
          other agreement or by law.

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

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

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

     7.5.  Remedies.  The Members  agree that a violation by any of them of this
Article 7 will cause such damage to the Company and to the other Members as will
be  irreparable  and the exact amount of which will be  impossible to ascertain.
For this  reason,  the  Members  agree that the  Company  shall be entitled as a
matter of right to a decree of specific performance of the terms of this Article
7 or for  temporary or permanent  injunctive  relief from any court of competent
jurisdiction  restraining any attempted or purported Transfer of interest in the
Company in violation of this Article 7. In addition,  any Member  attempting  or
purporting to Transfer an interest in the Company in violation of this Article 7
and  the  purported  transferee  participating  in the  attempted  or  purported
Transfer, shall be jointly and severally liable to reimburse and pay the Company
for any and all  costs,  fees and  expenses  including  without  limitation  any
attorneys',  accountants',  and other  professional  fees and expenses  actually
expended  or  incurred by the  Company in  connection  with any such  violation,
whether or not  litigation  ensues.  The  remedies set forth in this Section 7.6
shall be  cumulative  and in addition to whatever  other rights and remedies the
Company and the Members may have to protect their respective rights in the event
of a violation of the provisions of this Article 7, including without limitation
the right to recover  damages  including  actual,  compensatory,  consequential,
incidental and punitive damages.



                                       13
<PAGE>


     7.6.  Effect of Transfer of Interest.  Upon the Transfer of any interest in
the Company in accordance  with the provisions of this Article 7, the transferee
of  such  interest  shall  own  and  hold  such  interest  in the  Company  as a
transferee,  subject  to all the  terms,  conditions,  and  limitations  of this
Agreement,  including without limitation  restriction on any further Transfer of
such interest as provided in this Article 7. Consent to such Transfer  shall not
constitute  consent  to the  admission  of the  transferee  as a  Member  of the
Company. A transferee may become a Member only in accordance with the provisions
of Section 8.1.  Unless a  transferee  is admitted to the Company as a Member in
accordance  with the  provisions  of Section 8.1, such  transferee  shall not be
entitled to any of the rights or benefits of a Member hereunder except the right
to the share of  profits  and losses and  distributions  of assets  based on the
transferee's  Percentage  of Interest.  Without  limiting the  generality of the
preceding  sentence,  such  transferee  shall  have no right  (i) to vote  upon,
approve,  or consent to, any matter  requiring the vote,  approval or consent of
the Members,  or (ii) to receive any information from the Company of the kind to
which Members are entitled, or any other information.


                ARTICLE VIII. ADMISSION AND WITHDRAWAL OF MEMBERS

     8.1.  Admission  of Members.  No  additional  Member may be admitted to the
Company,  except  upon the prior  written  consent  of and upon such  additional
Member signing, in person or by attorney-in-fact,  or otherwise becoming a party
to this Agreement;  provided,  however,  each Permitted  Assignee (as defined in
Section  7.1)  shall  automatically  be  deemed  to be a Member  of the  Company
regardless of whether or not the Members  consented to said transfer.  No Member
shall have the power to grant a transferee,  and no transferee  shall have,  the
right to become a Member of the Company except as  specifically  provided in the
preceding  sentence.  If a  Member  who is an  individual  dies  or a  court  of
competent jurisdiction adjudges him or her to be incompetent to manage person or
property, the Member's executor, administrator,  guardian, conservator, or other
legal  representative may exercise all of the Member's rights for the purpose of
settling his estate or  administering  his property and shall have any power the
Member had to give his or her assignee a  Percentage  of Interest in Net Profits
and Net  Losses.  Said  assignee  may not be admitted as a Member of the Company
except upon the prior written consent of the Members.

     8.2.  Withdrawal of Members.  No Member shall have any right to withdraw or
resign as a Member of the Company prior to the dissolution and winding up of the
Company,  except  upon a  Transfer  of all of his,  her or its  interest  in the
Company in accordance  with the terms and  conditions of Article 7. A Member who
resigns or whose  Membership  Interest is otherwise  terminated  for any reason,
shall not be entitled to receive any  distributions  to which such Member  would
have been entitled had such Member remained a Member. Damages for breach of this
section 8.2 shall be monetary  damages  only and not specific  performance,  and
such damages may be offset  against  distributions  by the Company to which such
Member would otherwise be entitled.



                                       14
<PAGE>



                     ARTICLE IX. WINDING UP AND TERMINATION

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

     (a)  Unanimous written consent of the Members; or

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

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

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

     (b)  Second,  to Members in satisfaction of liabilities for  distributions;
          and

     (c)  Third,  any  remaining  assets,  to the Members in  proportion  to the
          positive balances in their respective Capital Accounts,  and after all
          Capital  Accounts have been reduced to zero, in accordance  with their
          respective Percentages of Interest. The Company may offset damages for
          breach of this  Agreement  by a Member  against  the amount  otherwise
          distributable to such Member hereunder.

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

     9.3. Return of Contribution  Nonrecourse to Members.  Except as provided by
law or as  expressly  provided in this  Agreement,  upon winding up, each Member
shall look solely to the assets of the Company for the return of his, her or its
Capital  Contribution.  If the Company  property  remaining after the payment or



                                       15
<PAGE>

discharge of the debts and  liabilities of the Company is insufficient to return
the Capital  Contribution  of one or more Members,  such Member or Members shall
have no recourse against any other Member or the Manager.


                            ARTICLE X. MISCELLANEOUS

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

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

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

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

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

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



                                       16
<PAGE>


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

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

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

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

     10.11.  Partnership  Tax  Treatment  Intended If More Than One Member;  Tax
Administrative  Matters.  At any time when  there is more than one Member of the
Company,  the parties  intend that the provisions of this Agreement will qualify
the  Company  to  be  taxed  as a  partnership  under  the  Code  and  not  as a
corporation,  and the Managers  and Members  shall take such action from time to
time as may be necessary or desirable to carry out such intention.  The Managers
may make any tax  elections  for the Company  allowed  under the Code or the tax
laws of any state or other  jurisdiction  having  taxing  jurisdiction  over the
Company.  The Members  hereby  designate  Mortgage  Assistance  Corp. as the tax
matters partner of the Company  pursuant to Section  6231(a)(7) of the Code. The
person designated tax matters partner shall not take any action  contemplated by
Section 6222 through 6232 of the Code without the approval of the Members.

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

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



                                       17
<PAGE>




                                  CERTIFICATION

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



                               Mortgage Assistance Corp., as Member and
                               Manager

Date:______________            By:________________________________
                               Its:________________________________
                               Name:______________________________



                               Strategic Equity Investments, LLC, as Member

Date:______________            By:________________________________
                               Its:________________________________
                               Name:______________________________




















                                       18
<PAGE>
<TABLE>
<CAPTION>

                                    EXHIBIT A

                          MEMBER CAPITAL CONTRIBUTIONS

                          REVISED AS OF MARCH 14, 2007



================================================ =============================== ========== ============================
                    MEMBER                                CAPITAL CONTRIBUTION      UNITS       PERCENTAGE OF INTEREST
------------------------------------------------ ------------------------------- ---------- ----------------------------
<S>                                              <C>                             <C>        <C>
Mortgage Assistance Corp., a Texas Corporation
2614 Main Street                                          None                                        50%
Dallas, TX 75226                                                                     50
------------------------------------------------ ------------------------------- ---------- ----------------------------

Strategic Equity Investments, LLC
11000 N. Scottsdale Rd                                    $770,000.00                50               50%
Suite 121
Scottsdale, AZ 85254-6168
------------------------------------------------ ------------------------------- ---------- ----------------------------

------------------------------------------------ ------------------------------- ---------- ----------------------------

                     Total                                $770,000.00               100              100%

================================================ =============================== ========== ============================
</TABLE>









                                       19
<PAGE>

                                    EXHIBIT B

                                   ASSET LIST

---------------------- ----------------- ------ --------- ----------------------
                                                                 Elf Fork
       Address              City          State     Zip       Purchase Price
---------------------- ----------------- ------ --------- ----------------------
11426 Robson Street        DETROIT         MI    48227     $        42,770.03
---------------------- ----------------- ------ --------- ----------------------
11945 W. Outer Dr.         DETROIT         MI    48223     $        38,121.11
---------------------- ----------------- ------ --------- ----------------------
14161 Sussex               DETROIT         MI    48207     $        41,840.25
---------------------- ----------------- ------ --------- ----------------------
14285 Corbett              DETROIT         MI    48213     $        34,866.87
---------------------- ----------------- ------ --------- ----------------------
14434 Edmore Drive         DETROIT         MI    48205     $        37,191.33
---------------------- ----------------- ------ --------- ----------------------
14975 Manning Street       DETROIT         MI    48205     $        24,639.26
---------------------- ----------------- ------ --------- ----------------------
16840 Vaughan Street       DETROIT         MI    48219     $        43,234.92
---------------------- ----------------- ------ --------- ----------------------
19307 FenmoreSt            DETROIT         MI    48235     $        31,612.63
---------------------- ----------------- ------ --------- ----------------------
19467 Westbrook            DETROIT         MI    48219     $        32,542.41
---------------------- ----------------- ------ --------- ----------------------
19975 Westphalia St        DETROIT         MI    48205     $        24,639.26
---------------------- ----------------- ------ --------- ----------------------
20040 Wexford St           DETROIT         MI    48234     $        34,866.87
---------------------- ----------------- ------ --------- ----------------------
20134 Carrie Street        DETROIT         MI    48234     $         9,297.83
---------------------- ----------------- ------ --------- ----------------------
2503 Lawndale St.          DETROIT         MI    48209     $        32,542.41
---------------------- ----------------- ------ --------- ----------------------
303 Maplelawn St Se        GRAND RAPIDS    MI    49548     $        32,495.92
---------------------- ----------------- ------ --------- ----------------------
436 Barker Ave NW          GRAND RAPIDS    MI    49504     $        27,847.01
---------------------- ----------------- ------ --------- ----------------------
6700 Forrer Street         DETROIT         MI    48228     $        32,077.52
---------------------- ----------------- ------ --------- ----------------------
7724 Plainview             DETROIT         MI    48228     $        37,191.33
---------------------- ----------------- ------ --------- ----------------------
5331 W Court St            FLINT           MI    48532     $        25,569.04
---------------------- ----------------- ------ --------- ----------------------
7836 Mansfield St          DETROIT         MI    48228     $        20,920.12
---------------------- ----------------- ------ --------- ----------------------
815 Edison Avenue          LANSING         MI    48910     $        25,336.59
---------------------- ----------------- ------ --------- ----------------------
9225 Vaughan Street        DETROIT         MI    48228     $        34,866.87
---------------------- ----------------- ------ --------- ----------------------
9388 Burnette St           DETROIT         MI    48204     $        22,779.69
---------------------- ----------------- ------ --------- ----------------------
9401 Mendota St            DETROIT         MI    48204     $        25,569.04
---------------------- ----------------- ------ --------- ----------------------
9553 Westwood              DETROIT         MI    48228     $        36,261.55
---------------------- ----------------- ------ --------- ----------------------
957 N Pinecrest Ave        WICHITA         KS    67208     $        20,920.12
---------------------- ----------------- ------ --------- ----------------------
                                                           $       770,000.00
                                                          ----------------------









                                       20
<PAGE>



                                    EXHIBIT C

                               SERVICING AGREEMENT


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


This servicing agreement was made and entered into this _____ day of __________,
2007, between SERVICER and OWNER.

OWNER shall initial below where appropriate.

Section 1. Servicing of Notes

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

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

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

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

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

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

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;



                                       21
<PAGE>


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

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

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

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

K.   OWNER  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 OWNER'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 OWNER HOLDS
     AN UNDIVIDED FRACTIONAL INTEREST IN THE NOTES:

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

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

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

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

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

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



                                       22
<PAGE>


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

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

E.   Any  trust  account  SERVICER  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 OWNER and to immediately  deposit same in SERVICER's Trust Account which
     is to be  maintained  in  accordance  with such  laws and rules  applicable
     thereto and as to which SERVICER will not commingle its assets;

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

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

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

K.   To execute and deliver on OWNER's  behalf and in OWNER's name any documents
     necessary  or  convenient  for the  exercise of any rights or duties  which



                                       23
<PAGE>

     OWNER may have as to the REOs,  including  but not  limited  to  evictions,
     listing  the  property  for sale,  selling  the  property,  or renting  the
     property;

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

M.   OWNER  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 OWNER's behalf;
     2.   Any accrued expenses incurred by SERVICER in connection with servicing
          the REOs;

N.   OWNER  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 OWNER's REOs, and from any liability for injury on
     or about the  properties  which may be suffered by an  employee,  tenant or
     guest upon the properties.

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

Section 3 - General Provisions

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

         Make OWNER Check Payable To: Elf Fork Capital LLC___________________

         Address: 2614 Main Street___________________________________________

         City, State, Zip Code: Dallas, Texas 75226__________________________

         Tax ID Number: 56-2637442___________________________________________

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 Owner 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.



                                       24
<PAGE>


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

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

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

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

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

JOINT AND SEVERAL:  OWNERS  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  OWNERS  regarding  any  term of this
agreement or its termination is binding on all OWNERS 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.


OWNER: Elf Fork Capital LLC
Signed: _______________________________              Date _________________
Print Name: ___________________________
Title:  ________________________________


SERVICER: Mortgage Assistance Corporation
Signed: _______________________________              Date _________________
Print Name: ___________________________
Title:  ________________________________



                                       25
<PAGE>


                                  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, Owners 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 OWNER's account














                                       26
<PAGE>



                                  ATTACHMENT A

---------------------- ----------------- ------ --------- ----------------------
                                                                 Elf Fork
       Address              City          State     Zip       Purchase Price
---------------------- ----------------- ------ --------- ----------------------
11426 Robson Street        DETROIT         MI    48227     $        42,770.03
---------------------- ----------------- ------ --------- ----------------------
11945 W. Outer Dr.         DETROIT         MI    48223     $        38,121.11
---------------------- ----------------- ------ --------- ----------------------
14161 Sussex               DETROIT         MI    48207     $        41,840.25
---------------------- ----------------- ------ --------- ----------------------
14285 Corbett              DETROIT         MI    48213     $        34,866.87
---------------------- ----------------- ------ --------- ----------------------
14434 Edmore Drive         DETROIT         MI    48205     $        37,191.33
---------------------- ----------------- ------ --------- ----------------------
14975 Manning Street       DETROIT         MI    48205     $        24,639.26
---------------------- ----------------- ------ --------- ----------------------
16840 Vaughan Street       DETROIT         MI    48219     $        43,234.92
---------------------- ----------------- ------ --------- ----------------------
19307 FenmoreSt            DETROIT         MI    48235     $        31,612.63
---------------------- ----------------- ------ --------- ----------------------
19467 Westbrook            DETROIT         MI    48219     $        32,542.41
---------------------- ----------------- ------ --------- ----------------------
19975 Westphalia St         DETROIT        MI    48205     $        24,639.26
---------------------- ----------------- ------ --------- ----------------------
20040 Wexford St           DETROIT         MI    48234     $        34,866.87
---------------------- ----------------- ------ --------- ----------------------
20134 Carrie Street        DETROIT         MI    48234     $         9,297.83
---------------------- ----------------- ------ --------- ----------------------
2503 Lawndale St.          DETROIT         MI    48209     $        32,542.41
---------------------- ----------------- ------ --------- ----------------------
303 Maplelawn St Se        GRAND RAPIDS    MI    49548     $        32,495.92
---------------------- ----------------- ------ --------- ----------------------
436 Barker Ave NW          GRAND RAPIDS    MI    49504     $        27,847.01
---------------------- ----------------- ------ --------- ----------------------
6700 Forrer Street         DETROIT         MI    48228     $        32,077.52
---------------------- ----------------- ------ --------- ----------------------
7724 Plainview             DETROIT         MI    48228     $        37,191.33
---------------------- ----------------- ------ --------- ----------------------
5331 W Court St            FLINT           MI    48532     $        25,569.04
---------------------- ----------------- ------ --------- ----------------------
7836 Mansfield St          DETROIT         MI    48228     $        20,920.12
---------------------- ----------------- ------ --------- ----------------------
815 Edison Avenue          LANSING         MI    48910     $        25,336.59
---------------------- ----------------- ------ --------- ----------------------
9225 Vaughan Street        DETROIT         MI    48228     $        34,866.87
---------------------- ----------------- ------ --------- ----------------------
9388 Burnette St           DETROIT         MI    48204     $        22,779.69
---------------------- ----------------- ------ --------- ----------------------
9401 Mendota St            DETROIT         MI    48204     $        25,569.04
---------------------- ----------------- ------ --------- ----------------------
9553 Westwood              DETROIT         MI    48228     $        36,261.55
---------------------- ----------------- ------ --------- ----------------------
957 N Pinecrest Ave        WICHITA         KS    67208     $        20,920.12
---------------------- ----------------- ------ --------- ----------------------
                                                           $       770,000.00
                                                          ----------------------




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