EXHIBIT 10.8



                                   CharterMac
                               625 Madison Avenue
                               New York, NY 10022



                                                                   June 28, 2006




Centerbrook Financial LLC
625 Madison Avenue
New York, NY  10022

                  RE: CENTERBROOK CREDIT INTERMEDIATION PROGRAM

Ladies and Gentlemen:

               Reference is made to the Limited  Liability  Company Agreement of
Centerbrook Financial LLC (the "COMPANY") dated as of June 28, 2006 (as amended,
supplemented or otherwise modified from time to time, the "OPERATING AGREEMENT")
and entered into by Centerbrook Holdings LLC ("HOLDINGS") Capitalized terms used
but not  defined  herein  are used  with the  meanings  assigned  to them in the
Operating Agreement.

               Section 1. DEFINITIONS. As used herein, the following terms shall
     have the meanings ascribed thereto:

               "CHANGE  IN  CONTROL"  means  at  any  time  CharterMac  and  its
     Controlled affiliates does not collectively own, directly or indirectly, at
     least 51% of the equity interests of Holdings.

               "CharterMac" means CharterMac, a Delaware statutory trust.

               "CHARTERMAC  AFFILIATED CREDIT  INTERMEDIATION"  means any Credit
     Intermediation  Business  with  respect to which the Credit  Intermediation
     Buyer is a CharterMac Person.

               "CHARTERMAC   NON-AFFILIATED  CREDIT  INTERMEDIATION"  means  any
     Credit   Intermediation   Business   with   respect  to  which  the  Credit
     Intermediation Buyer is not a CharterMac Person.

               "CHARTERMAC  PERSON" means  CharterMac  or any of its  Affiliates
     other than the Company.

               "CONTROL"  means the possession,  directly or indirectly,  of the
     power to direct or cause the  direction of the  management or policies of a
     Person, whether through the ownership of voting securities,  by contract or
     otherwise.   "Controlling"  and  "Controlled"  have  meanings   correlative
     thereto.

               "CREDIT   INTERMEDIATION"   means,    collectively,    CharterMac
     Affiliated  Credit  Intermediation  and  CharterMac  Non-Affiliated  Credit
     Intermediation.

               "CREDIT INTERMEDIATION BUSINESS" means any of the following:

                    (a)   Credit   intermediation,    other   than   FM   Credit
               Intermediation,  of tax  exempt or taxable  multi-family  revenue
               bonds  or  other  debt  obligations   relating  to  real  estate,
               including   without   limitation   real   estate  that  is  newly
               constructed or under  construction or  rehabilitation or relating
               to existing properties.

                    (b) Credit intermediation of TOB Tax-Exempt  Certificates or
               other  interests  relating to individual  or pooled  multi-family
               housing  revenue  bonds  held  by a  trust  or  other  investment
               vehicle.

                    (c)  Credit   intermediation  of  Tax  Credit   Investments,
               including  without   limitation  the  returns  and  tax  benefits
               realized  by Pass  Through  Entities  which  invest  directly  or
               through Pass Through  Entities in  properties  anticipated  to be
               entitled  to Tax  Credits,  including  without  limitation  Local
               Partnerships.


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               "CREDIT  INTERMEDIATION  BUYER" means, with respect to any Credit
     Intermediation, the beneficiary of such Credit Intermediation.

               "FANNIE  MAE" means  Federal  National  Mortgage  Association,  a
     corporation organized and existing under the laws of the United States.

               "FM  CREDIT   INTERMEDIATION"  means  any  credit  intermediation
     transaction   described  in  clause  (a)  of  the   definition   of  Credit
     Intermediation  Business  with respect to which the provider of the related
     Credit  Intermediation is Fannie Mae or Freddie Mac or which involve an FHA
     loan.

               "FREDDIE MAC" means the Federal Home Loan Mortgage Corporation, a
     shareholder-owned, United States government-sponsored enterprise.

               "TAX CREDITS"  means new market tax credits,  low-income  housing
     tax credits, state low-income housing tax credits,  historic rehabilitation
     tax credits,  state historic  rehabilitation  tax credits,  and similar tax
     credits  established by state programs in accordance  with Section 42 or 48
     of the Code and any applicable state legislation.

               Section 2. RIGHT OF FIRST  REFUSAL.  No  CharterMac  Person shall
enter  into an  agreement  with  respect  to, or issue a term  sheet,  letter of
intent, commitment letter or similar instrument for a transaction which provides
for,  Credit  Intermediation  to be  provided  by a party other than the Company
which is not the provider thereof, without first offering the Company a right to
provide such Credit Intermediation in accordance with the following terms:

               (A) In connection with each such offer,  CharterMac shall provide
     the Company with not less than two (2) Business  Days' prior written notice
     of any  transactions  prior to entering into any such  agreement or issuing
     any such  term  sheet,  letter of  intent,  commitment  letter  or  similar
     instrument.  Each such written  notice shall disclose the material terms of
     such proposed  transaction  and shall specify the date on which  CharterMac
     intends to issue or accept, as applicable,  a term sheet, letter of intent,
     commitment  letter or similar  instrument  with  respect  to such  proposed
     transaction.  The  foregoing  notice  periods are minimum  notice  periods;
     CharterMac will use commercially  reasonable efforts to provide the Company
     with earlier notice when possible.  Upon the Company's  reasonable  request
     therefor, CharterMac shall provide the Company with such information as the
     Company  may request (to the extent  such  information  is in  CharterMac's
     possession or reasonably  obtainable by  CharterMac) in order to enable the
     Company to make a decision on whether to offer  Credit  Intermediation  for
     such transaction.

               (B) The  Company  may, at any time prior to the close of business
     on the date on which  CharterMac  has  indicated  it  intends to deliver or
     accept a term  sheet,  letter  of  intent,  commitment  letter  or  similar
     instrument as aforesaid,  provide written notice to CharterMac (the "NOTICE
     OF   ACCEPTANCE")   that  the  Company  (x)  proposes  to  provide   Credit
     Intermediation  for such transaction and, the terms and conditions on which
     the Company will provide such Credit Intermediation,  which shall result in
     an  execution   which  is  not  less   favorable  to  the  related   Credit
     Intermediation   Buyer  than  any   alternative   execution   such   Credit
     Intermediation  Buyer could obtain under the prevailing  market  conditions
     and (y) is  permitted  to enter into such Credit  Intermediation  under the
     terms  of the  Operating  Agreement  (including  Section  2.6(a)  thereof),
     whereupon  in each case the  related  Credit  Intermediation  Buyer and the
     Company  shall use their  commercially  reasonable  efforts to agree on the
     definitive terms of such Credit Intermediation.

               (C) CharterMac shall have no further  obligations  hereunder with
     respect to such Credit  Intermediation (i) upon receipt of a written notice
     from the  Company to the effect  that it does not intend to provide  Credit
     Intermediation  for such  transaction  or if no  Notice  of  Acceptance  is
     delivered by the Company  within the relevant  time period set forth in the
     preceding  clause  (C) or  (ii)  if the  Company  and  the  related  Credit
     Intermediation  Buyer are unable to mutually agree on the definitive  terms
     of such Credit  Intermediation within five (5) Business Days of delivery of
     the related Notice of Acceptance and CharterMac shall have delivered within
     such five (5) Business Day period  reasonable  documentation  to the effect
     that  it  has  agreed  to  provide  or can  otherwise  obtain  such  Credit
     Intermediation on terms and conditions more favorable to the related Credit
     Intermediation  Buyer than those terms and conditions  that the Company has
     offered.

               (D) CharterMac acknowledges and agrees that neither the Company's
     refusal to provide  any Credit  Intermediation  nor the failure to reach an
     agreement  with  respect to any Credit  Intermediation  as described in the
     preceding clause (D) shall affect  CharterMac's  obligations to the Company
     under this agreement with respect to any other Credit Intermediation.


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<PAGE>



               Section 3 CHANGE IN CONTROL.  This Agreement shall terminate upon
a Change in  Control,  provided  that if the  Change in Control  results  from a
public  offering of the interests in the Holdings,  the term shall expire on the
earlier  of thirty  (30)  months  after the date of the Change in Control or the
date that the term would otherwise expire pursuant to Section 4.

               Section 4 TERM. This agreement shall (i) be for a term of six (6)
years from the date hereof and (ii)  automatically  renew for additional one (1)
year periods,  unless  CharterMac  gives a written  notice of termination to the
Company not less then six (6) months prior to then applicable expiration date of
this Agreement.

               Section 5  MISCELLANEOUS.  This  agreement  may not be amended or
waived except by an instrument in writing  signed by CharterMac and the Company.
This agreement  shall be governed by, and construed in accordance  with, the law
of the  State of New York.  This  agreement  may be  executed  in any  number of
counterparts,  each of which shall be an original,  and all of which, when taken
together, shall constitute one agreement. Delivery of an executed signature page
of this agreement by facsimile  transmission shall be effective as delivery of a
manually executed counterpart hereof.


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<PAGE>



               Please confirm that the foregoing is our mutual  understanding by
signing and returning to us an executed counterpart of this agreement.

                                                     Very truly yours,

                                                     CHARTERMAC


                                                     By: /S/ MARC D. SCHNITZER
                                                         ---------------------
                                                   Name: Marc D. Schnitzer
                                                  Title: Chief Executive Officer



Accepted and agreed to as of the date first above written:

CENTERBROOK FINANCIAL LLC
By: CENTERBROOK HOLDINGS
LLC, its Managing Member


   By: /S/ ROBERT D. MAUM
       ------------------
 Name: Robert D. Maum
Title: Chief Executive Officer


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