INCENTIVE AWARD
                                 ---------------

This INCENTIVE AWARD (the "AWARD") is made as of this 15th day of January,  2007
(the  "GRANT  DATE"),  between  Centerbrook  Holdings  LLC (the  "COMPANY")  and
Nicholas  A. C.  Mumford  (the  "EXECUTIVE").  This  Award is  conditioned  upon
Centerbrook Financial LLC's receipt of an enterprise rating of Aaa by Moody's or
AAA by Standard & Poor's.

1.       AWARD.

         (a) Subject to the restrictions, terms and conditions set forth in this
Award,  the Company  hereby  grants to the Executive an award  representing  the
right to receive the Measurement Date Value on the Payment Date.

         (b) The  "MEASUREMENT  DATE  VALUE"  shall mean the  Adjusted  Notional
Amount  (as  defined  in  Section 2 below)  multiplied  by a  fraction,  (x) the
numerator of which is the Fair Market Value minus the Projected Book Value (each
as  defined in Section 5 below),  and (y) the  denominator  of which is the Book
Value (as defined in Section 5 below).  If the Fair Market  Value is equal to or
less than the Projected Book Value,  the amount in (x) above shall be zero, and,
accordingly, the Measurement Date Value shall be zero.

2.       NOTIONAL AMOUNT.

         (a)  The "NOTIONAL AMOUNT" shall be $1,500,000,  which shall be subject
to  adjustment  as    set  forth  in  this  Section  2 (such  adjusted  Notional
Amount, the "ADJUSTED NOTIONAL AMOUNT").

         (i) On the Grant Date,  the Adjusted  Notional  Amount shall equal zero
         percent (0%) of the Notional Amount.

         (ii)  After the Grant  Date,  the  Adjusted  Notional  Amount  shall be
         increased by an additional  one-third  (33.33%) of the Notional Amount,
         on each of the first,  second and third anniversaries of the Grant Date
         (each,  an  "ADJUSTMENT  DATE");  provided that the  Executive  remains
         continuously  employed  with  the  Company  at all  times  through  the
         applicable Adjustment Date.

         (iii)  Except as set forth in  Clause  (iv)  below  with  respect  to a
         Qualifying Termination,  if the Executive's employment with the Company
         terminates for any reason prior to an applicable  Adjustment  Date, the
         Executive shall, on the date of such  termination of employment,  cease
         to be eligible for any further  adjustments to the Notional Amount, and
         shall  immediately  and forever  forfeit  any  portion of the  Notional
         Amount that exceeds the Adjusted  Notional  Amount on that date of such
         termination  of employment.  The Executive  shall have no rights to any
         payments with respect to such forfeited portion of the Notional Amount.

         (iv) Upon a Qualifying Termination,  the Adjusted Notional Amount shall
         be  deemed  to  equal  100%  of  the  Notional  Amount.  A  "QUALIFYING
         TERMINATION" shall mean a termination of the Executive's  employment by
         the  Company  without  "Cause,"  or a  termination  of the  Executive's
         employment  with the Company by the  Executive  with "Good  Reason," in
         each case as such terms are defined in the employment agreement entered
         into between the  Executive  and the  Company,  dated as of January 15,
         2007, as such employment agreement may be amended from time to time.

         (b) Upon a Corporate  Transaction  (as defined in Section 5 below) that
occurs during the Executive's term of employment with the Company,  the Adjusted
Notional Amount shall be deemed to equal 100% of the Notional Amount.

         (c)  There  shall be no  proportionate  or  partial  adjustment  in the
periods prior to the applicable Adjustment Date.


<PAGE>



3.       MEASUREMENT AND PAYMENT OF AWARD.

         (a) Upon the occurrence of the Measurement  Date, the Measurement  Date
Value  shall be  determined  in  accordance  with the terms of this  Award.  The
"MEASUREMENT DATE" shall mean the earliest to occur of (x) the fifth anniversary
of the Grant Date, (y) a Corporate  Transaction,  or (z) any  termination of the
Executive's  employment  with the Company  OTHER THAN a Qualifying  Termination,
except that if the  Executive  is a  "specified  employee" as defined in Section
409A(a)(2)(B)(i)  of the Internal Revenue Code of 1986, as amended (the "Code"),
the sixth month  anniversary of any  termination of the  Executive's  employment
with the Company other than a Qualifying Termination.

         (b) The  Measurement  Date Value shall be paid in cash in a single lump
sum on the Payment  Date.  The  "PAYMENT  DATE" shall  mean,  with  respect to a
Measurement  Date  that is a  Corporate  Transaction,  the date  that is 60 days
following such  Measurement  Date and with respect to a Measurement Date that is
not  a  Corporate  Transaction,  the  date  that  is  120  days  following  such
Measurement  Date. If the Measurement Date Value is zero, no amount shall be due
to the Executive under or in respect of this Award.

4.       NO TRANSFER.  No  portion  of  the  Award is  transferable  without the
consent  of  the  Company,  other  than, with  respect to the Adjusted  Notional
Amount,  by will or by the laws of descent and  distribution.  In addition,  the
Award  shall  not  be  assigned,  negotiated, pledged or hypothecated in any way
(except as  required  by law or  herein), and the Award  shall not be subject to
execution, attachment or similar  process. Any attempted sale, transfer, pledge,
hypothecation,  assignment or other  disposition of the Award  contrary  to  the
provisions of this Section 4 shall be void and of no effect.

5.       DEFINITIONS.  The  following  definitions  shall apply for  purposes of
this Award:

         (a) "AFFILIATE" shall mean, with respect to a specified person, another
person that directly, or indirectly through one or more intermediaries, controls
or is controlled by or is under common control with the person specified and, if
such  other  person  is an  individual,  any  member  of  the  immediate  family
(including  parents,  spouse,  children and siblings) of such individual and any
trust whose  principal  beneficiary is such individual or one or more members of
such  immediate  family and any person who is  controlled  by any such member or
trust.

         (b) "BOOK VALUE"  shall mean the total  assets minus total  liabilities
and  preferred  equity of the Company  reflected  on the most  recent  quarterly
financial  statement of the Company on or prior to the Measurement Date prepared
in  accordance  with  generally  accepted  accounting  principles   consistently
applied.

         (c) "CHANGE IN CONTROL" shall mean the first to occur of the following:
(i) any "person" or "group" (as such terms are used in Sections  13(d) and 14(d)
of the Exchange Act),  which is not an Affiliate of CharterMac is or becomes the
"beneficial  owner" (as  defined in Rule 13d-3  promulgated  under the  Exchange
Act),  directly  or  indirectly,  of  securities  of  CharterMac  or the Company
representing  50.1% or more of the combined  voting power of CharterMac's or the
Company's, as applicable, then outstanding securities; (ii) any consolidation or
merger of  CharterMac  or the  Company  with or into any other  entity or person
(other than an Affiliate of CharterMac) in which the  shareholders of CharterMac
or the  Company  prior to such  consolidation  or merger  own less than 50.1% of
CharterMac's or the Company's,  as applicable,  voting power  immediately  after
such  consolidation or merger, or in which the managing member of the Company or
another  affiliate  of  CharterMac  ceases to be the  controlling  person of the
surviving  entity or person  (excluding  any  consolidation  or merger  effected
exclusively  to change the domicile of  CharterMac  or the  Company);  or (iv) a
liquidation or dissolution of CharterMac or the Company.

         (d)  "CORPORATE  TRANSACTION"  shall mean a sale,  merger (other than a
merger which would not constitute a "Change in Control") or other disposition of
all or  substantially  all of the assets or  business  of the  Company or all or
substantially  all of  the  membership  interests  in the  Company  or a  public
offering of the membership interests in the Company, or a Change in Control.

         (e) "FAIR MARKET VALUE" shall mean,  as of the  Measurement  Date,  the
price for which the Company  could be sold in an arm's length  transaction  to a
third party which is not an Affiliate, treating the Company and its subsidiaries
as a going concern and without regard to the fact that contractual or regulatory
approvals,  consents, waivers, licenses, permits or notifications may need to be
obtained in connection  with such sale and the time required to obtain the same.


<PAGE>



For purposes of determining  the Fair Market Value, it shall be assumed that, in
such an arm's length  transaction,  (x) the seller would be a willing seller and
would  not be under  any  compulsion  to sell and (y) the  purchaser  would be a
willing  purchaser  and would not be under any  compulsion  to  purchase.  "Fair
Market Value" in a Corporate  Transaction  shall be determined  based on the net
proceeds  distributable  to holders of the common  membership  interests  of the
Company in the transaction,  except in the case of a public  offering,  in which
case the "Fair Market Value" shall be  determined  based on the price per common
equity  interest of the Company.  The Fair Market Value shall be  determined  by
agreement or appraisal in accordance with the procedures described below.

                  (i) A representative for each of the Company and the Executive
shall meet  promptly  following  the  Measurement  Date to determine if they can
reach an agreement on the Fair Market  Value.  If the Company and the  Executive
cannot agree on the Fair Market Value within 15 days after the Measurement Date,
then  (A)  within  15  days  thereafter,   the  Executive  shall  designate  one
Independent   Appraiser;   and  the  Company  shall  designate  one  Independent
Appraiser;  (B) the two Independent Appraisers so selected shall, within 15 days
after  the  date on  which  the  later  of the two  Independent  Appraisers  are
appointed,  determine  independently  the Fair Market Value using the parameters
established in the first paragraph of this definition;  (C) if the lesser of the
two  appraised  values (the "LOWER FMV") exceeds or is equal to 90% of the other
appraised  value (the  "HIGHER  FMV"),  then the Fair  Market  Value will be the
average of the two,  which average  amount shall be conclusive  and binding upon
all the applicable parties;  (D) if the Lower FMV is less than 90% of the Higher
FMV, then the two appraisers  shall,  within 15 days of the date of the later of
the two appraisals,  appoint a third  Independent  Appraiser;  and (E) the third
Independent  Appraiser  so selected  shall,  within 15 days of its  appointment,
determine  independently the Fair Market Value using the parameters  established
in the first  paragraph  of this  definition,  which Fair Market  Value shall be
conclusive and binding upon all the  applicable  parties and shall not be higher
than the Higher FMV and shall not be lower than the Lower FMV.

                  (ii)  The  Company  shall  provide  each  of  the  Independent
Appraiser  information  about  the  Company  and  its  subsidiaries  which  such
Independent Appraiser reasonably deems necessary for determining the Fair Market
Value. The Company may require that the Independent  Appraiser keep confidential
any non-public  information  received as a result of this paragraph  pursuant to
reasonable confidentiality arrangements.

                  (iii)  The  fees and  expenses  of the  Independent  Appraiser
selected by the Company and the third Independent Appraiser shall be paid by the
Company.  The fees and  expenses of the  Independent  Appraiser  selected by the
Executive shall be paid by the Executive.

         (f)  "INDEPENDENT  APPRAISER"  shall  mean  an  appraiser  which  is  a
recognized  independent expert (including any nationally  recognized  investment
banking  firm)  experienced  in  valuing  businesses  similar  or related to the
principal business of the Company and its subsidiaries.

         (g) "PROJECTED  BOOK VALUE" shall mean the Projected Book Value,  as of
the Measurement  Date, as set forth on EXHIBIT A. If the Measurement  Date falls
between two dates on EXHIBIT A, linear  interpolation shall be used to calculate
the Projected Book Value as of the Measurement Date.

6.       MISCELLANEOUS.

         (a) NOTICES.  Any notice or  communication  given hereunder shall be in
writing  and shall be deemed to have been  duly  given:  (i) when  delivered  in
person;  (ii) two (2) days after being sent by United  States mail;  or (iii) on
the  first  business  day  following  the  date of  deposit  if  delivered  by a
nationally  recognized  overnight delivery service,  to the appropriate party at
the address set forth below (or such other  address as the party shall from time
to time specify):

         If to the Company, to:

         Centerbrook Holdings LLC
         c/o CharterMac Capital LLC
         625 Madison Avenue
         New York, NY  10022
         Attention: General Counsel


<PAGE>



         If to the Executive, to the address on file with the Company.

         (b) NOT AN  EMPLOYMENT  AGREEMENT.  This Award is not an  agreement  of
employment or  directorship.  The granting of this Award does not guarantee that
the Company of its Affiliates  shall employ or retain,  or continue to employ or
retain, the Executive in respect of any period, including but not limited to any
period during which the Award is still outstanding and not yet settled, nor does
it  modify in any  respect  the  Company's  of any of its  Affiliates'  right to
terminate or modify the Executives terms of employment or compensation.

         (c) WAIVER.  No modification or waiver of any of the provisions of this
Award shall be effective  unless in writing and signed by the party against whom
it is sought to be  enforced.  The  failure  of any party  hereto at any time to
require  performance  by another  party of any provision of this Award shall not
affect the right of such party to require performance of that provision, and any
waiver by any party of any breach of any  provision  of this Award  shall not be
construed as a waiver of any continuing or succeeding  breach of such provision,
a waiver of the provision itself, or a waiver of any right under this Award.

         (d)  COUNTERPARTS.  This  Award may be  executed  by one or more of the
parties hereto on any number of separate  counterparts and all such counterparts
shall be deemed to be one and the same  instrument.  Each party hereto  confirms
that any facsimile  copy of such party's  executed  counterpart of the Award (or
its signature page thereof) shall be deemed to be an executed original thereof.

         (e)  WITHHOLDING  OF TAXES.  The Company shall have the right to deduct
from any payment to be made to a  Executive,  payment by the  Executive  of, any
Federal, state or local taxes required by law to be withheld.

         (f)  GOVERNING  LAW.  This Award shall be  governed  and  construed  in
accordance with the laws of New York (regardless of the law that might otherwise
govern under applicable New York principles of conflict of laws).
         (g)  HEADINGS.  The  headings  of the  sections of this Award have been
inserted  for  convenience  of  reference  only and shall in no way  restrict or
modify any of the terms or provisions hereof.

         (h) CODE SECTION 409A. The parties  intend that this  Agreement  comply
with  Section  409A  ("Section  409A")  of the  Code.  If any  provision  of the
Agreement would result in the imposition on the Executive of a penalty tax under
Section 409A, or any related guidance issued by the U.S. Treasury  Department or
the Internal  Revenue  Service,  the Company shall,  after  consulting  with the
Executive,  use good  faith  efforts  to  reform  the  Agreement  to  avoid  the
imposition of such  penalty;  provided  that any such  reformation  shall to the
maximum extent possible retain the originally intended economic and tax benefits
to the Executive under the Agreement and the original  purpose of the Agreement,
without  violating  Section  409A or  creating  any  unintended  or adverse  tax
consequences to the Executive or creating any additional financial obligation on
the Company;  and further  provided that the Company shall not be a guarantor to
the Executive of  compliance  under Section 409A and shall in no event be liable
to the Executive with regard to Section 409A interest, taxes or penalties.

IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this Award to be duly
executed as of the day and year first above written.

                                                     CENTERBROOK HOLDINGS LLC



                                             By:________________________________
                                             Title:



                                             ___________________________________
                                             Nicholas A. C. Mumford


<PAGE>



                                    Exhibit A

                              Projected Book Value


The Projected Book Value at each Measurement Date shall equal $*.