CONSULTING AGREEMENT

Exhibit 10.1

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this "Agreement") is made and entered into

effective as of this 31st day of March, 2005, by and between Federal Mortgage

Corp of Puerto Rico, Inc., a Delaware corporation (the "Company"), and Peter

J. Porath (the "Consultant").

WITNESSETH:

WHEREAS, the Company desires to engage the Consultant to provide certain

legal advisory services to the Company; and

WHEREAS, the Company and the Consultant intend that this Agreement and

the services to be performed hereunder shall be a "written compensation

contract" within the meaning of Rule 405 under the Securities Act of 1933, as

amended ("Securities Act"), pursuant to which the Company will issue shares of

its common stock, $.0001 par value per share, as compensation for services

rendered by the Consultant to the Company pursuant to a registration statement

under the Securities Act on Form S-8 to be filed by the Company with the

Securities and Exchange Commission ("SEC").

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set

forth herein, and other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged by the parties, it is agreed as

follows:

1. APPOINTMENT

The Company hereby engages Consultant to provide certain administrative

services to the Company in connection with its transition following the

business combination with Pride Lending, Inc. The services will be performed

at the request of management of the Company and to its satisfaction. The

services hereunder will be personally rendered by Consultant. None of the

services rendered by Consultant and paid for by the issuance of shares of

common stock of the Company shall be services related to any "capital raising"

transaction as such item is used in Rule 405 under the Securities Act.

2. TERM

The term of this Agreement shall commence on the date of the execution

hereof and shall automatically terminate on April 15, 2005, unless sooner

terminated pursuant to the provisions hereof.

3. INDEPENDENT CONTRACTOR

Consultant shall be an independent contractor with regard to the Company

and Consultant shall be responsible and liable for all withholding taxes,

FICA, or other similar taxes or charges with regard to the compensation to be

paid or issued hereunder. Consultant shall indemnify and hold the Company

harmless for the payment of all such withholding taxes and charges.

Page 1

4. COMPENSATION

(a) For all services hereunder, the Company agrees to pay Consultant a

fee by the issuance of 150,000 shares of its common stock, $.0001 par value

per share, provided that such shares of common stock shall be issued pursuant

to and shall be subject to the filing with the SEC and effectiveness of a

Registration Statement on Form S-8 covering such shares. Subject to the

effectiveness of the Form S-8 Registration Statement covering the fee to be

paid hereunder, one or more certificates shall be issued to the Consultant at

such address as the Consultant shall provide to the Company.

5. CONFIDENTIAL INFORMATION

(a) During the term of this Agreement, the Company may disclose certain

Confidential Information (as hereinafter defined) to Consultant for the

purpose of enabling Consultant to perform certain services under this

Agreement for the Company. Consultant and his employees, agents and

representatives shall not disclose to any other individual, partnership,

corporation or entity of any kind, other than authorized employees of the

Consultant (who shall agree to be bound by the confidentiality provisions of

this Agreement), or, use or exploit any and all Confidential Information of

the Company for any purpose or activity other than as necessary to perform his

obligations under, or as expressly contemplated by, this Agreement.

Consultant agrees to keep such information confidential by using the same care

and discretion that he uses with his own Confidential Information.

Confidential Information may be communicated orally, in writing, or in any

other recorded or tangible form. For purposes of this Agreement,

"Confidential Information" shall include all material and information of a

proprietary nature relating to the Company's present business and business

relationships, the development of its business and/or proposed business,

including but not limited to confidential information concerning th