EXECUTIVE EMPLOYMENT AGREEMENT

         THIS  EXECUTIVE  EMPLOYMENT  AGREEMENT  ("AGREEMENT")  is entered  into
effective  as of  JANUARY  15,  2007  (the  "EFFECTIVE  DATE")  by  and  between
CharterMac   Capital  LLC  (the   "COMPANY"),   and   NICHOLAS  A.  C.   MUMFORD
("Executive").  Certain  capitalized  terms used in this Agreement are used with
the  definitions   ascribed  to  them  on  the  attached  EXHIBIT  A,  which  is
incorporated into this Agreement by this reference.

         WHEREAS, the parties desire to enter into an employment relationship on
the terms and conditions set forth below:

         THEREFORE,  the  parties,  intending  to be  legally  bound,  agree  as
follows:

1. EMPLOYMENT. The Company will employ Executive, and Executive will be employed
by the Company,  during the Employment  Period (as defined below) on and subject
to the terms and  conditions  contained  in this  Agreement.  Unless  terminated
earlier pursuant to SECTION 4 hereof, the Employment Period shall begin upon the
date  hereof  ("Effective  Date") and shall  continue  for a period of three (3)
years from such date, until December 31, 2009, ("INITIAL PERIOD"); provided that
such period shall  automatically be extended for additional  periods of one year
commencing on the third  anniversary of the Effective Date, and each anniversary
thereof (such additional period the "ADDITIONAL PERIOD") unless either party has
given  written  notice to the other  that such party does not want to extend the
term of this  Agreement,  such notice to be given at least sixty (60) days prior
to the end of the Initial Period or the Additional Period(s), as applicable (the
Initial Period and the Additional Period(s),  if applicable,  collectively,  the
"EMPLOYMENT PERIOD").

2.  DUTIES.  During the  Employment  Period,  Executive  will serve as Executive
Managing  Director,  Head of the Credit Risk Products Division of CharterMac and
will report to Marc Schnitzer,  or his successor as the Chief Executive  Officer
of CharterMac (the "CEO").  In addition to this position,  as part of his duties
he will be the Chief Executive Officer of Centerbrook Holdings LLC ("CENTERBROOK
HOLDINGS"). During the Employment Period, Executive shall perform the duties and
functions  that are set forth on EXHIBIT B and such other  duties and  functions
consistent with Executive's role as a member of senior management of the Company
as shall be assigned to Executive  from time to time by the CEO.  Executive will
perform  such  related  and other  duties  as shall be  reasonably  assigned  to
Executive from time to time by the CEO. Executive will devote  substantially all
of his  business  time,  best efforts and ability to the business of the Company
and its affiliates,  will faithfully and diligently  perform  Executive's duties
pursuant to this Agreement, will comply with the overall policies established by
the Company and/or  CharterMac and will do all things  reasonably in Executive's
power to promote, develop and extend the Company's business.  Executive shall be
based in the Company's New York City office.  Upon request,  the Executive shall
also serve as an  officer,  director  or trustee  of any entity  controlled  by,
controlling  or  under  common  control   (within  the  meaning  of  Rule  12b-2
promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE
ACT")) with, the Company (an  "AFFILIATE") for no additional  compensation.  Any
compensation  paid to the Executive by any Affiliate  shall reduce the Company's
obligations hereunder by the amount of such compensation (but shall be deemed to
have been paid by the  Company  for  purposes  of  calculating  any  benefit  or
severance obligations to the Executive under this Agreement).

3. COMPENSATION AND BENEFITS. During the Employment Period, the Company will pay
and provide Executive as compensation for Executive's  services pursuant to this
Agreement the  consideration  specified and  determined in accordance  with this
SECTION 3, in each case subject to all withholdings required by applicable law.

          a.   SALARY.  As  compensation  for  services  hereunder,  during  the
               Employment  Period the  Company  shall pay the  Executive  a base
               salary,  payable in equal  installments  in  accordance  with the
               Company's  procedures,  at an annual rate of $390,000,  less such
               deductions  or amounts to be withheld  as required by  applicable
               law and regulations and deductions authorized by the Executive in
               writing  (the  "SALARY).  Executive's  Salary shall be subject to
               increase  in the  sole  and  absolute  discretion  of  the  Chief
               Executive Officer of CharterMac.


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          b.   DISCRETIONARY  BONUS.  For each  fiscal  year of  service  to the
               Company,  Executive  shall be eligible to receive a discretionary
               cash bonus ("DISCRETIONARY BONUS") of such amount (if any) as the
               CEO  may   determine  in  his  sole  and   absolute   discretion.
               Executive's  target  Discretionary  Bonus  shall  be  300% of his
               Salary, which may be adjusted up or down depending on Executive's
               performance as determined in the sole and absolute  discretion of
               the CEO. Such Discretionary Bonus, if any, will be payable at the
               end of  February  of the year  following  the year for  which the
               bonus is awarded.  If Executive is awarded a Discretionary  Bonus
               that is  equal  to or less  than  200% of his  then  Salary,  the
               Discretionary Bonus will be paid in cash. If Executive is awarded
               a  Discretionary  Bonus  that is  greater  than  200% of his then
               Salary, it shall be paid as follows:  (i) the Discretionary Bonus
               up to 200% of Executive's  Salary shall be paid in cash, and (ii)
               for the amount of the  Discretionary  Bonus  greater than 200% of
               the  Salary,  50%  will be paid in cash  and 50%  will be paid in
               restricted  stock,  which  shall vest  ratably  (and thus  become
               non-forfeitable)  in equal increments of ?, ? and ? on the first,
               second and third anniversaries of the date that the Discretionary
               Bonus  is  granted  provided,  except  to  the  extent  otherwise
               provided in this  Agreement,  that Executive is still employed by
               the Company on such vesting date.

          c.   SHARE  GRANT.  Executive  will be  granted,  effective  as of the
               Effective Date, restricted common shares of CharterMac valued (as
               of the  Effective  Date) at  $750,000  (collectively,  the "SHARE
               GRANT") under and subject to the terms of the CharterMac  Amended
               and Restated  Incentive  Share Plan (the "INCENTIVE  PLAN").  The
               Share Grant shall vest and become  exercisable over the course of
               three  years in three  equal  installments  on each of the  first
               three  anniversaries of the Effective Date,  provided,  except to
               the extent otherwise  provided in this Agreement,  that Executive
               is  continuously  employed  by the  Company on each such  vesting
               date.  Once  vested,  the Share Grant  shall be  non-forfeitable.
               Except to the extent  otherwise  provided in this Agreement,  the
               Share Grant shall be subject to the terms of the applicable award
               agreement(s)   from   CharterMac   evidencing  the  Share  Grant.
               Notwithstanding  anything to the contrary  contained herein or in
               the  documents  governing  the Share Grant,  upon (x) a Change of
               Control (as defined EXHIBIT A) or (y) Executive's  termination of
               employment  with the Company  and its  affiliates,  any  unvested
               portion  of the  Share  Grant  (and,  in the case of a Change  of
               Control,  any unvested  restricted  stock issued to the Executive
               under Section 3.b.) shall  immediately vest in full,  unless such
               termination  is by the Company or any of its affiliates for Cause
               or by Executive  without Good Reason, in which event any unvested
               portion  of  the  Share  Grant  shall  be  forfeited.  The  award
               agreement(s)  will be in the form  generally  used for  similarly
               situated employees.

          d.   VACATION.  Executive shall be entitled to four weeks vacation per
               year for each year this  Agreement  is in  effect.  All  vacation
               shall be taken at such times as shall be agreed  upon by the CEO.
               Executive  shall  have the  right  to  carry  over up to ten (10)
               vacation  days from one calendar year to the next. In addition to
               the twenty (20)  vacation  days,  Executive  shall be entitled to
               take  additional  vacation  days for  religious  observances  and
               Company holidays.

          e.   BENEFITS. Executive will be entitled to participate in any fringe
               benefit and other employee  benefit plans and programs  generally
               available to similarly  situated  executives of the Company as in
               effect from time to time,  including  medical,  dental,  life and
               disability  insurance,  to  the  extent  that  Executive  may  be
               eligible to do so under the  applicable  provisions  of the plans
               and programs providing such benefits.

          f.   EXPENSES. Executive shall be entitled to reimbursement of amounts
               incurred by him in connection  with the performance by him of his
               duties and obligations hereunder in accordance with the Company's
               expense  reimbursement  policy applicable  generally to similarly
               situated  executives  of the  Company  ("REIMBURSABLE  AMOUNTS").
               Executive  shall apply for all  reimbursements  for a  particular
               calendar year not later than  forty-five (45) days after it ends,
               and payment  shall occur not later than two and  one-half  months
               after  the end of the  calendar  year to which  the  Reimbursable
               Amounts relate.


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<PAGE>



          g.   OTHER   COMPENSATION.   Executive   also  will  be   entitled  to
               participate  in bonus and other  incentive  plans or programs and
               co-investment   programs   established   by   CharterMac  or  its
               affiliates   from  time  to  time,   with  the   amount  of  such
               participation  determined  in the  sole  discretion  of the  CEO.
               Executive also will receive a Centerbrook  incentive award in the
               form attached hereto as EXHIBIT C.


4.  TERMINATION;  SEVERANCE  BENEFITS.  The  Employment  Period and  Executive's
employment  with the  Company  will  terminate  upon  the  first to occur of the
following  and the  Company  shall  make  the  following  payments  and no other
payments upon the  occurrence  of such event,  subject in all cases to the terms
and conditions of SECTION 10(E) hereof:

          a.   DEATH.  If  Executive  dies  during the  Employment  Period,  the
               Termination  Date will be the date of Executive's  death. In such
               event,  the Company  shall pay  Executive's  estate within thirty
               (30) days of the date of Executive's death, a death benefit equal
               to: (i) Executive's  earned but unpaid Salary,  any Reimbursement
               Amounts  for the period  prior to  termination,  any  accrued but
               unused vacation,  and any declared but unpaid Discretionary Bonus
               (collectively "Entitlements"); (ii) any rights to which Executive
               is entitled in accordance with plan provisions under any employee
               benefit  plan,   fringe   benefit  or  incentive  plan  ("BENEFIT
               Rights");  (iii) additional  benefits (if any) in accordance with
               the applicable  terms of applicable  Company plans,  programs and
               arrangements   ("COMPANY   ARRANGEMENTS");   and  (iv)  severance
               compensation  equal to twelve  (12)  months of  Executive's  then
               current  Salary  and 75% of the  amount of the  Executive's  most
               recently declared and paid Discretionary Bonus ("SEVERANCE PAY").
               In addition,  any unvested options awarded to the Executive under
               the  Incentive  Plan and other  unvested  equity shall fully vest
               upon  the  Termination  Date of the  Executive.  Further,  all of
               Executive's  vested  options  shall  remain  exercisable  for the
               balance of the maximum stated term.

          b.   TOTAL  DISABILITY.  If Executive  incurs a Total  Disability  (as
               defined below),  the Termination  Date will be the date Executive
               (or Executive's  beneficiary or  representative) is determined to
               have incurred a Total Disability (the "DISABILITY PAYMENT DATE").
               In such event the Company  shall pay  Executive  (or  Executive's
               beneficiary  or  representative)  within  thirty (30) days of the
               Disability  Payment Date, a disability  benefit equal to: (i) the
               Entitlements;  (ii) Benefit Rights;  (iii) Company  Arrangements;
               and (iv) Severance Pay. In addition, any unvested options awarded
               to the  Executive  under the  Incentive  Plan and other  unvested
               equity  shall  fully  vest  upon  the  Termination  Date  of  the
               Executive,  and all of  Executive's  vested  options shall remain
               exercisable for the balance of the maximum stated term. For these
               purposes,  a "TOTAL  Disability" shall be deemed to have occurred
               if in the  judgment  of the a physician  jointly  selected by the
               Company and the Executive,  the Executive shall become physically
               or mentally disabled, whether totally or partially, such that the
               Executive is unable to perform the Executive's principal services
               hereunder for (A) a period of six  consecutive  months or (B) for
               shorter periods  aggregating  six months during any  twelve-month
               period.

          c.   TERMINATION   FOR  CAUSE;   RESIGNATION   WITHOUT   GOOD  REASON.
               Executive's employment may be terminated by the Company for Cause
               at any time upon  written  notice from the Company to  Executive.
               The  Company's  notice must set forth the facts or  circumstances
               constituting  Cause and specify the Termination  Date.  Executive
               may resign  without the existence of Good Reason at any time upon
               not less than thirty (30) days written notice to the Company. The
               Company may accept  Executive's  resignation  effective as of the
               date  specified  by  Executive in his notice to the Company or it
               may accelerate Executive's resignation date to be effective as of
               any  earlier  date  following  receipt of such  notice.  Upon the
               occurrence  of either  such  event,  the  Company  shall  only be
               obligated:  (i) to pay  Executive the  Entitlements;  and (ii) to
               provide  Executive  with  the  Benefits  Rights  and the  Company
               Arrangements.  All of  Executive's  vested  options  shall remain
               exercisable to the extent  required by the terms of the Incentive
               Plan and/or other applicable  plans. All of Executive's  unvested
               options shall be forfeited.


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<PAGE>



          d.   TERMINATION   WITHOUT  CAUSE  OR  RESIGNATION  FOR  GOOD  REASON.
               Executive may be terminated by the Company without Cause upon not
               less than  thirty (30) days'  written  notice to  Executive.  The
               Company's notice must specify the Termination Date. Executive may
               resign if Good  Reason  exists  upon not less than ten (10) days'
               written notice to the Company.  Executive's notice must set forth
               the facts and circumstances  constituting Good Reason and specify
               the Termination Date.

               If  Executive's  employment is terminated by the Company  without
               Cause or Executive terminates his employment with the Company for
               Good  Reason,  Executive  shall have no further  rights or claims
               hereunder  or with  regard  hereto  except  that,  subject to his
               execution  (within  30 days after  delivery  to  Executive)  of a
               release running to the Company and its related entities and their
               respective  partners,   shareholders,   officers,  directors  and
               employees  of  all  claims   relating  to  his   employment   and
               termination  substantially  in the form of  EXHIBIT D (with  only
               such  reasonable  changes  therein as may be deemed by counsel to
               the Company to be required to comply with  applicable  law at the
               time  of  delivery  of such  release)  (the  "RELEASE"):  (i) the
               Company  will pay  Executive a  separation  payment  equal to the
               Entitlements  and  Severance  Pay;  and  (ii)  Executive  will be
               entitled to the Benefits Rights and the Company Arrangements.  If
               Executive  elects not to sign and deliver the  Release,  then the
               Company  shall have no obligation to pay Executive the monies and
               benefits described in the prior sentence.  Further,  any unvested
               options  awarded to the Executive  under the  Incentive  Plan and
               other unvested equity shall fully vest upon the Termination  Date
               of the  Executive,  and all of  Executive's  vested options shall
               remain exercisable for the balance of the maximum stated term.

          e.   EXPIRATION  OF THE  EMPLOYMENT  PERIOD.  In the  event  that  the
               Company does not-renew this Agreement and as a result Executive's
               employment terminates,  Executive shall have no further rights or
               claims  hereunder or with regard hereto  except that,  subject to
               his execution (within 30 days after delivery to Executive) of the
               Release:  (i) the Company will pay Executive a separation payment
               equal to the  Entitlements and Severance Pay; (ii) Executive will
               be entitled to the Benefits Rights and the Company  Arrangements;
               and  (iii)  any  of  Executive's   vested  options  shall  remain
               exercisable  for the  balance  of the  maximum  stated  term.  If
               Executive  elects not to sign and deliver the  Release,  then the
               Company  shall have no obligation to pay Executive the monies and
               benefits  described  in  the  prior  sentence.  Further,  if  the
               Executive  executes  the  Release,  the  vesting of any  unvested
               options  awarded to the Executive  under the  Incentive  Plan and
               other unvested equity shall be accelerated by two years.

          f.   CHANGE  IN  CONTROL.   If,  during  the   Employment   Term,  the
               Executive's   employment   is   terminated   by  the  Company  in
               anticipation  of, or within  one year  after a Change in  Control
               (other than as a result of Cause, death or Disability), or by the
               Executive  for Good  Reason  within  one year  after a Change  in
               Control,   the  Company   shall  have  no  liability  or  further
               obligation  to the  Executive  and the  Executive  shall  have no
               further  rights or claims  hereunder or with regard hereto except
               that,  subject to his execution (within 30 days after delivery to
               Executive) of the Release: (i) the Company will pay Executive the
               Entitlements and a separation payment equal to twenty-four months
               of Executive's  then current Salary and 150% of the amount of the
               Executive's most recently declared and paid Discretionary  Bonus;
               and (ii)  Executive  will be entitled to the Benefits  Rights and
               the Company  Arrangements;  If  Executive  elects not to sign and
               deliver the Release, then the Company shall have no obligation to
               pay  Executive  the monies and  benefits  described  in the prior
               sentence.  Further, any unvested options awarded to the Executive
               under the Incentive  Plan and other  unvested  equity shall fully
               vest  upon  the  Termination  Date of the  Executive,  and all of
               Executive's  vested  options  shall  remain  exercisable  for the
               balance of the maximum  stated term. For purposes of this SECTION
               4(F),  the  Termination  Date  shall be  Executive's  last day of
               employment with the Company.

          g.   IMMEDIATE CESSATION OF EMPLOYMENT. If the Company gives notice to
               Executive  pursuant to SUBSECTION (C) above,  or Executive  gives
               notice to the  Company  pursuant  to  SUBSECTION  (C) above,  the
               Company  may  further  direct  Executive  to  immediately   cease
               Executive's  activities  on  behalf  of the  Company,  to  remove
               Executive's  personal belongings from the premises of the Company
               and/or to discontinue using any of the Company's facilities.


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<PAGE>



          h.   COOPERATION.  The Executive agrees to cooperate with the Company,
               during the Employment Period and thereafter  (including following
               the  Executive's  termination of employment  for any reason),  by
               making himself  reasonably  available to testify on behalf of the
               Company  or  any of  its  Affiliates  in  any  action,  suit,  or
               proceeding,   whether   civil,   criminal,   administrative,   or
               investigative,  and to assist the Company,  or any Affiliate,  in
               any such action,  suit, or proceeding,  by providing  information
               and  meeting  and   consulting   with:   (i)  the  Board  or  its
               representatives  or counsel,  (ii)  representatives or counsel to
               the Company, and/or (iii) any Affiliate as reasonably requested..
               The Company agrees to reimburse the Executive, for all reasonable
               expenses  actually  incurred in connection  with his provision of
               testimony or assistance.


5. NON-COMPETITION AGREEMENT.

          a.   Executive  absolutely  and  unconditionally  covenants and agrees
               with the Company that,  during his employment with the Company or
               its Affiliates  and for a period of twelve (12) months  following
               Executive's   termination   for  any   reason   whatsoever   (the
               "NONCOMPETE  PERIOD") and provided the Company has not waived any
               material breach of his  post-termination  obligations,  Executive
               will not, either  directly or indirectly,  solely or jointly with
               any other  person or  persons,  as an  employee,  consultant,  or
               advisor (whether or not engaged in business for profit), or as an
               individual proprietor,  partner, shareholder,  director, officer,
               joint  venturer,  investor,  lender,  or in any  other  capacity,
               engage in a Competitive Business (as defined in EXHIBIT A) (i) as
               conducted as of the date of execution of this Agreement;  (ii) as
               conducted during the term of this Agreement; or (iii) as proposed
               to be conducted by the Company Group as of the  Termination  Date
               (collectively,  "COMPETITION").  Notwithstanding  the  foregoing,
               Executive  may  return  to work for IXIS  Capital  Markets  North
               America,  Inc.  or its  successors  without  complying  with  the
               Noncompete Period.

          b.   If a court or arbitration  panel  concludes  through  appropriate
               proceedings  that the  Executive  has  breached  the covenant set
               forth  in this  SECTION  5,  the  term of the  covenant  shall be
               extended  for a term equal to the period for which the  Executive
               is determined to have breached the covenant.

6. COVENANT NOT TO DISCLOSE. Executive agrees that, by virtue of the performance
of the  normal  duties of his  position  with the  Company  and by virtue of the
relationship of trust and confidence  between the Executive and the Company,  he
possesses  certain data and  knowledge of  operations of the Company Group which
are proprietary in nature and confidential.  The Executive  covenants and agrees
that he will not,  at any time,  whether  during the term of this  Agreement  or
otherwise,  reveal,  divulge or make known to any person (other than the Company
Group) or use for his own account, any confidential or proprietary record, data,
model, trade secret,  pricing policy, bid amount, bid strategy,  rate structure,
personnel  policy,  method or practice  of  obtaining  or doing  business by the
Company Group, or any other confidential or proprietary  information  whatsoever
(the "CONFIDENTIAL Information"), whether or not obtained with the knowledge and
permission  of the Company and whether or not  developed,  devised or  otherwise
created  in whole or in part by the  efforts  of the  Executive.  The  Executive
further  covenants  and  agrees  that he shall  retain  all such  knowledge  and
information  which he shall  acquire or  develop  respecting  such  Confidential
Information  in trust for the sole benefit of the Company and its successors and
assigns.  Executive shall not, without the prior written consent of the Company,
unless compelled pursuant to the order of a court or other governmental or legal
body  having  jurisdiction  over such  matter,  communicate  or divulge any such
Confidential  Information to anyone other than the Company and those  designated
by it.  In the  event  Executive  is  compelled  by  order  of a court  or other
governmental   or  legal  body  to  communicate  or  divulge  any   Confidential
Information  to  anyone  other  than the  Company  and those  designated  by it,
Executive  shall  promptly  notify  the  Company  of any such  order  and  shall
cooperate   fully  with  the  Company  (and  the  owner  of  such   Confidential
Information)  in  protecting  such  information  to the  extent  possible  under
applicable  law.  Nothing in this SECTION 6 is intended  to, or shall,  prohibit
Executive from discuss any matters with his attorney for the purposes of seeking
legal  advice,  provided  that  Executive  notifies his attorney of  Executive's
obligations under this section.


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<PAGE>



7. NON-INTERFERENCE  COVENANT.  Executive covenants and agrees that he will not,
at any time,  whether  during the Employment  Period and the Noncompete  Period,
directly or indirectly,  for whatever reason, whether for his own account or for
the  account  of any other  person,  firm,  company or other  organization:  (i)
solicit  for  employment,  employ,  or  otherwise  deal  with in a manner  which
interferes with the Company Group's  relationship  with any person or entity who
is an employee, officer, director or independent contractor of the Company Group
at any  time or who  constitutes  a bona  fide  prospective  employee,  officer,
trustee,  director or independent  contractor of the Company Group,  unless such
person or entity shall no longer be actively employed, or engaged by the Company
Group and shall no longer constitute a bona fide prospective employee,  officer,
director or  independent  contractor of the Company  Group;  provided,  however,
Executive  will  not be  deemed  to be in  violation  of this  clause  (i) if an
employee of the Company Group is hired by Executive's  future employer  provided
that Executive did not otherwise  violate this provision;  (ii) interfere in any
manner with any of the  Company  Group's  contracts  or  relationships  with any
investor,  customer,  client or supplier (of services or tangible or  intangible
property)  of the  Company  Group,  or any  person or entity  who is a bona fide
prospective,  investor customer,  client or supplier of the Company Group; (iii)
solicit or  otherwise  interfere  with any  existing  or  proposed  contract  or
relationship  between  the  Company  Group and any other  party or (iv) speak or
write in any manner  which is  disparaging  of the Company  Group,  its business
practices, employees, officers, trustees or directors.

8. BUSINESS MATERIALS AND PROPERTY  DISCLOSURE.  All written materials,  records
and documents made by the Executive or coming into his possession concerning the
business  or affairs of the  Company  Group  shall be the sole  property  of the
Company Group and, upon  termination  of his  employment  with the Company,  the
Executive shall deliver the same to the Company and shall retain no copies.  The
Executive  shall also return to the Company all other property in his possession
owned by the Company upon termination of his employment.

9. BREACH BY EXECUTIVE.  It is expressly understood,  acknowledged and agreed by
the Executive that (i) the  restrictions  contained in SECTIONS 5, 6, 7 and 8 of
this Agreement represent a reasonable and necessary protection of the legitimate
interests  of the  Company  and that his  failure to observe and comply with his
covenants and  agreements in those Sections will cause  irreparable  harm to the
Company;  (ii) it is and will  continue to be difficult to ascertain the nature,
scope  and  extent of the harm;  and (iii) a remedy at law for such  failure  by
Executive  will be inadequate.  Accordingly,  it is the intention of the parties
that, in addition to any other rights and remedies which the Company may have in
the event of any breach of said Sections,  the Company shall be entitled, and is
expressly and irrevocably authorized by Executive, to demand and obtain specific
performance,  including without  limitation  temporary and permanent  injunctive
relief, and all other appropriate equitable relief against Executive in order to
enforce against  Executive,  or in order to prevent any breach or any threatened
breach by Executive, of the covenants and agreements contained in those Sections
in any  court of  competent  jurisdiction  without  the need to post any bond or
undertaking. If any restriction with regard to competition is found by any court
of competent  jurisdiction,  or an arbitrator,  to be  unenforceable  because it
extends  for too long a period of time or over too great a range of  activities,
or in too broad a geographic  area, it shall be  interpreted  to extend over the
maximum period of time,  range of activities or geographic  area to which it may
be enforceable and the Company shall have no further obligations hereunder.

10. GENERAL PROVISIONS.

          a.   Except  insofar as Executive  may be subject to general  policies
               adopted by the Company from time to time, this Agreement contains
               the entire  agreement  between  the parties  with  respect to its
               subject matter, and all prior other representations,  warranties,
               conditions or agreements  relating to the subject  matter of this
               Agreement,  whether  or not  reduced to writing in whole or part,
               are hereby revoked,  terminated and declared to be null and void.
               There  shall  be  no  contractual  or  similar   restrictions  on
               Executive's right to terminate his employment with the Company or
               its affiliates, or on his post-employment activities,  other than
               restrictions expressly set forth in this Agreement.

          b.   The waiver by any party of any breach or default of any provision
               of this Agreement will not operate or be construed as a waiver of
               any  subsequent  breach  or  default  of the  same  or any  other
               provision of this  Agreement.  This  Agreement may not be changed
               orally,  but only by an  instrument  in writing duly  executed on
               behalf of the party  against  which  enforcement  of any  waiver,
               change, modification, consent or discharge is sought.


                                       6
<PAGE>



          c.   This  Agreement  is binding upon and will inure to the benefit of
               the Company, Executive and their respective successors,  assigns,
               heirs  and  legal   representatives.   Insofar  as  Executive  is
               concerned,  this  Agreement  is personal and  Executive's  duties
               under it may not be assigned or delegated. The Company may assign
               or delegate its rights or obligations under this Agreement to any
               successor owner of the Company's  business,  and, if ownership of
               the Company's  business is  transferred  or the Company is merged
               with or consolidated into another entity,  the Company will cause
               the  successor to assume all of the Company's  obligations  under
               this Agreement.

          d.   The  existence,  terms,  and conditions of this Agreement are and
               shall  be  deemed  to be  fully  confidential  and  shall  not be
               disclosed  by  Executive  or the Company to any person or entity,
               except:  (i) as may be required by law;  (ii) by Executive to his
               accountant  to the extent  necessary  to prepare his tax returns;
               (iii)  by  Executive  to his  family  and  attorney;  (iv) by the
               Company or any  Affiliate of the Company to their  attorneys  and
               human  resources  personnel  or to any  entity  which  shall have
               executed  a  confidentiality  agreement  with the  Company or any
               Affiliate  of the  Company;  (v)  by  Executive  to  any  lender,
               condominium or cooperative  board, or other entity or person that
               may require  employment or other  financial  information for bona
               fide reasons that are not competitive with the Company,  provided
               that the financial  terms of this  Agreement may not be disclosed
               to any  potential  employer  that is a competitor of the Company,
               and that Executive  gives each such person to whom  disclosure is
               made notice of the confidentiality  provisions of this Agreement.
               Notwithstanding  the foregoing  Executive shall not be prohibited
               from  disclosing  the  general  terms  of  his   compensation  to
               prospective Employers.

          e.   The Company  may  withhold  from any and all  amounts  payable to
               Executive  hereunder  pursuant to such  federal,  state and local
               taxes  as  may  be  required  to  be  withheld  pursuant  to  any
               applicable   laws  or   regulation.   The   Executive  is  solely
               responsible  for the payment of any tax liability  (including any
               taxes and  penalties  arising  under Section 409A of the Internal
               Revenue Code of 1986,  as amended (the  "Code"))  that  Executive
               incurs as a result of any payments or benefits that the Executive
               receives  pursuant to this Agreement.  The Company shall not have
               any obligation to pay the Executive for any such tax liabilities.
               Nevertheless,  if the  Company  reasonably  determines  that  any
               payments or benefits  pursuant to SECTION 4 above would cause the
               Executive to incur liability for additional tax and/or  penalties
               under  Section  409A of the Code,  then the  Company  (of its own
               initiative  or upon  request of the  Executive)  may suspend such
               payments  or  benefits  until  the  end of the  six-month  period
               immediately following  termination of the Executive's  employment
               (the "409A Suspension  Period").  As soon as reasonably practical
               after the end of the 409A  Suspension  Period,  the Company  will
               make a lump-sum  payment to the Executive,  in cash, in an amount
               equal to any payments and benefits that the Company does not make
               on account  of the 409A  Suspension  Period.  At the close of the
               409A Suspension  Period, the Executive will receive any remaining
               payments and  benefits  due  pursuant to Section 4 in  accordance
               with the  terms  of that  Section  (as if there  had not been any
               suspension  beforehand).  Notwithstanding  the foregoing,  in the
               event that this  Agreement  or any payment or benefit paid to the
               Executive  hereunder  is deemed to be subject to Section  409A of
               the Code in a manner that imposes additional tax and/or penalties
               thereunder,  Executive and the Company agree to negotiate in good
               faith to adopt such  amendments that are necessary to comply with
               Section  409A of the  Code in a  manner  that  would  not  impose
               additional  tax and/or  penalties  thereunder  or to exempt  such
               payments or benefits from Section 409A of the Code.

          f.   In the event of any dispute  between  the Company and  Executive,
               including with regard to this Agreement or Executive's employment
               with or  termination  from the Company,  other than an action for
               injunctive relief pursuant to SECTIONS 5, 6, 7 AND 8 hereof, such
               dispute shall be resolved pursuant to the employment  arbitration
               rules  of  the  American   Arbitration   Association  ("AAA")  by
               arbitration conducted in New York City, New York. The decision of
               the arbitrator or  arbitrators  shall be final and binding on the
               parties   hereto  and  may  be   entered  in  any  court   having
               jurisdiction. Each party shall bear its own costs of arbitration,
               including  without   limitation,   attorneys'  fees  and  witness
               expenses. All other costs of the arbitration,  including the fees
               of the  arbitrator,  the cost of any record or  transcript of the
               arbitration,  administrative  fees and other fees and costs shall


                                       7
<PAGE>



               be paid one half by the  Company  and one half by the  Executive.
               Notwithstanding the foregoing,  the arbitrator may, in his or her
               discretion,  award reasonable attorneys' fees (in addition to any
               other  damages,  expenses or relief  awarded)  to the  prevailing
               party.

          g.   All  notices  hereunder  shall be given in  writing  and shall be
               either delivered  personally,  or sent by certified or registered
               mail, return receipt  requested,  addressed to the other party at
               such  party's  address  on the  books  of the  Company  or at the
               Company's  executive  offices  (to the  attention  of the General
               Counsel),  as the case may be. Notices shall be deemed given when
               received,  or two (2) business days after  mailing,  whichever is
               earlier.

          h.   The parties have  entered into this  Agreement in the belief that
               its provisions are valid, reasonable and enforceable.  If any one
               or more of the provisions shall be held to be invalid, illegal or
               unenforceable  in any respect,  such  invalidity,  illegality  or
               unenforceability  shall not  affect any other  provision  in this
               Agreement,  but  this  Agreement  shall be  construed  as if such
               invalid,  illegal  or  unenforceable  provision  had  never  been
               contained therein.

          i.   Executive acknowledges that the prohibitions and restrictions set
               forth in this  Agreement  are  reasonable  and  necessary for the
               protection of the business of the Company,  that the restrictions
               and  prohibitions  here  will  not  prevent  him from  earning  a
               livelihood  after the  termination of Executive's  employment and
               that  part of the  compensation  paid and  benefits  provided  to
               Executive are in consideration for entering into this Agreement.

          j.   This  Agreement  is  governed  by,  and  is  to be  construed  in
               accordance  with,  the  law of the  State  of  New  York  without
               reference  to the  conflicts  of laws  principles  thereof.  This
               Agreement  may be executed in two or more  counterparts,  each of
               which  shall be deemed  an  original,  but all of which  together
               shall constitute one and the same instrument.

          k.   The Executive  shall perform all services in accordance  with the
               applicable  policies,  procedures  and rules  established  by the
               Company or CharterMac.  In addition, the Executive,  shall comply
               with  all  laws,   rules  and  regulations   that  are  generally
               applicable to the Company,  its Affiliates  and their  employees,
               trustees, directors and officers. To the extent that the terms of
               this  Agreement  conflict  with  any  rule,   policy,   procedure
               established  by the  Company,  the terms of this  Agreement  will
               control.

          l.   The section  headings  contained in this Agreement are solely for
               the purpose of  reference,  are not part of the  agreement of the
               parties   and  shall  not  in  any  way  affect  the  meaning  or
               interpretation   of  this  Agreement.   All  references  in  this
               Agreement to Sections are to sections of this  Agreement,  unless
               otherwise   indicated.   Further,   the   parties   hereto   have
               participated  jointly in the  negotiation  and  drafting  of this
               Agreement.   If  any   ambiguity   or   question   of  intent  or
               interpretation  arises,  this  Agreement  will be construed as if
               drafted  jointly by the parties and no  presumptions or burden of
               proof will arise favoring or  disfavoring  any party by virtue of
               authorship of any provisions of this Agreement.

          m.   The provisions of SECTIONS 4(H), 5, 6, 7, 9, 10(F) AND 11 of this
               Agreement shall survive and shall continue to be binding upon the
               Executive and the Company notwithstanding the termination of this
               Agreement for any reason whatsoever.

          n.   The  parties  warrant  and  represent  that  each  has the  legal
               capacity and authority to enter into this Agreement.

11. INDEMNIFICATION AND D&O INSURANCE. The Company shall indemnify the Executive
and provide  Executive  with the  advancement  of expenses to the fullest extent
provided for like senior executives  providing services for the Company.  During
the  Employment  Period and for a period of six years  thereafter,  the  Company
shall maintain directors' and officers' insurance coverage for Executive.


                                       8
<PAGE>



12. LEGAL FEES.  The Company shall  reimburse the Executive for the  Executive's
reasonable legal expenses incurred in negotiating the terms of this Agreement in
an amount not to exceed $5,000.

         IN WITNESS WHEREOF, the parties have executed this Agreement, effective
as of the Effective Date.

EXECUTIVE:                                 CHARTERMAC CAPITAL LLC



__________________________________         By__________________________________
Name:  NICHOLAS A.C. MUMFORD                 Name: MARC D. SCHNITZER
                                              Title:   CHIEF EXECUTIVE OFFICER


                                       9
<PAGE>



                                    EXHIBIT A

                                   DEFINITIONS

When used in the  Executive  Employment  Agreement  to which  this  EXHIBIT A is
appended (the "AGREEMENT"), the following terms have the following meanings. Any
capitalized  terms used below which are defined in the  Agreement  are used with
the meanings ascribed to them in the Agreement.

"CAUSE" means:  (A) the  Executive's  conviction of, plea of NOLO CONTENDERE to,
plea of guilty to, or written admission of the commission of, a felony;  (B) any
breach by the Executive of any material provision of this Agreement; (C) any act
by   the   Executive   involving   dishonesty,   moral   turpitude,   fraud   or
misrepresentation  with respect to his duties for the Company or its Affiliates,
which has caused material harm to the Company; (D) Executive's failure to follow
reasonable  directions  from the CEO, the board of directors of the Company,  or
the board of directors of  CharterMac;  (E) any  violation of a provision of the
written Code of Conduct of the Company or other similar written  policies of the
Company  (or  failure to agree to observe the code of conduct) as in effect from
time to time,  which  violation has a material  adverse effect on the Company or
its Affiliates; or (F) gross negligence or willful misconduct on the part of the
Executive in the performance of his duties,  responsibilities  or obligations as
set forth in this Agreement; provided, that in the case of a breach set forth in
clause (B) above,  such breach  shall  continue for a period of thirty (30) days
following written notice thereof by the Company to the Executive.

"CHANGE OF CONTROL" as used herein shall be deemed to have  occurred if: (i) any
"person" or "group"  (as such terms are used in Sections  13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (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 representing 50.1% or more of the combined voting power
of CharterMac's then outstanding securities; (ii) any consolidation or merger of
CharterMac  with or into any other  corporation or other entity or person (other
than an Affiliate of CharterMac) in which the  shareholders of CharterMac  prior
to such  consolidation  or merger  own or owns less than  50.1% of  CharterMac's
voting power  immediately  after such  consolidation  or merger  (excluding  any
consolidation  or  merger  effected   exclusively  to  change  the  domicile  of
CharterMac);  (iii)  a sale  of  all or  substantially  all  of  the  assets  of
CharterMac or (iv) a liquidation or dissolution of CharterMac; provided, that no
Change  of  Control  shall  be  deemed  to  occur  with  respect  to  any of the
above-referenced  events  if  after  such  event  Executive  continues  to be an
employee of a company that is an Affiliate of  CharterMac  and continues to have
duties and functions and compensation  consistent with those  referenced  herein
(unless Executive refuses or terminates such employment without Good Reason).

"COMPANY  GROUP"  means  CharterMac  or  its  Affiliates,   including,   without
limitation,  American  Mortgage  Acceptance  Company,  Charter Mac  Corporation,
CharterMac  Capital Company LLC,  CharterMac  Capital LLC,  CharterMac  Mortgage
Capital  Corporation,  CharterMac Mortgage Partners Corp.,  Centerbrook Holdings
LLC, ARCap Investors, L.L.C. and ARCap REIT, Inc.

"COMPETITIVE  BUSINESS"  means  any of the  businesses  of  the  Company  Group,
including, without limitation:

         (A) engaging,  participating,  or being involved directly or indirectly
in any respect in the business of analyzing,  structuring,  marketing, investing
in or assisting any person or entity in the analysis, structuring,  marketing or
investing in (i) real estate related asset-backed securities, including, but not
limited  to,  collateralized  debt  obligation  vehicles,  or (ii)  real  estate
investments   relating  to  the  allocation  of  benefits  under  the  Community
Reinvestment Act.

         (B) engaging,  participating,  or being involved directly or indirectly
in any  respect in the  business  of  analyzing,  investing  in,  purchasing  or
assisting  any person or entity in the  analysis,  investment  in or purchase of
non-investment grade Commercial Mortgage Backed Securities  (including servicing
loans or originating  loans) other than for Executive's own account or by way of
investment by Executive in less than five percent (5%) of the outstanding  stock
or other securities or a publicly traded entity;


                                       10
<PAGE>



         (C)  arranging for or providing,  directly or  indirectly,  debt and/or
equity  financing  products or services to developers or owners of real property
other than for  Executive's  own account or by way of investment by Executive in
less than five percent (5%) of the  outstanding  stock or other  securities or a
publicly traded entity;

         (D) engaging,  participating,  or being involved directly or indirectly
in any  respect in the  business  of the  syndication  and sale of  housing  tax
credits,  historic  rehabilitation tax credits,  new markets tax credits or home
ownership  tax  credits  other  than for  Executive's  own  account or by way of
investment by Executive in less than five percent (5%) of the outstanding  stock
or other securities or a publicly traded entity; or

         (E)  providing  credit  intermediation   relating  to  debt  or  equity
interests in real property other than for  Executive's  own account or by way of
investment by Executive in less than five percent (5%) of the outstanding  stock
or other securities or a publicly traded entity.

 "FISCAL  YEAR"  means  the  fiscal  year of the  Company  which  is the  period
commencing January 1 and ending December 31 of each calendar year.

"GOOD REASON" shall mean the  occurrence  of the  following  events  without the
Executive's  prior written  consent,  provided that such occurrence is not cured
within  thirty  (30) days of the  Executive  giving the Company  written  notice
thereof: (A) assignment of the Executive to duties materially  inconsistent with
the Executive's  positions as described in Section 1 hereof,  or any significant
diminution  in  the  Executive's  duties  or  responsibilities,  other  than  in
connection with the termination of the Executive's employment for Cause or Total
Disability  or by the  Executive  other than for Good  Reason;  (B) any material
breach by the Company of its  obligations  under this Agreement  which continues
for a period of thirty (30) days after  notice to the  Company;  (C) a change in
the location of the  Executive's  principal  place of  employment  to a location
outside of the general New York  metropolitan  area; (D) there is a reduction in
the Executive's Base Salary or a material  reduction in the aggregate package of
benefits  provided to the  Executive  under this  Agreement;  (E) the  Company's
delivery to the Executive of the Company's notice not to extend the term of this
Agreement; or (F) any failure of the Company to obtain the assumption in writing
of  its  obligation  to  perform  this  Agreement  by  any  successor  to all or
substantially  all of the assets of the Company within 15 days after any merger,
consolidation, sale or similar transaction.

"TERMINATION  DATE" means the effective  date of  termination  of the Employment
Period and Executive's  employment with the Company,  regardless of the cause of
such termination.


                                       11
<PAGE>



                                    EXHIBIT B

                                 Job Description





Titles:

o    Executive  Managing  Director of  CharterMac,  Head of Credit Risk Products
     Division (CRP)

o    CEO of Centerbrook Holdings LLC

Duties:

o    Develop and direct the execution of the annual and five-year business plans
     for the CRP  division,  that  will  include,  but not be  limited  to,  (i)
     attainment  of the  entity's  original  goals with  respect  to  affordable
     housing  products and (ii) growth and  diversification  into other  product
     lines

o    Serve as a member of CharterMac's Strategic Planning Group

o    Serve as a board member of Centerbrook Holdings LLC

o    Cooperate  with and assist other  executives  of  CharterMac to further the
     company's success in its various divisions and business lines


                                       12
<PAGE>



                                    EXHIBIT C

                [Form to be attached following this divider page]



                                       13
<PAGE>



                                    EXHIBIT D

                             FORM OF GENERAL RELEASE


         It hereby is agreed, by and among CharterMac  Capital LLC ("EMPLOYER"),
and _________________ ("Employee"), as follows:

                  1.  [The  Employee  submits,  and the  Employer  accepts,  his
permanent  resignation  from  employment  effective   ___________][The  Employer
requests and the Employee submits to his termination  from employment  effective
___________].   Employee   hereby  waives  any  and  all  rights  or  claims  to
reinstatement or reemployment by the Employer. Reference is made to that certain
agreement  dated as of  ___________,  2007 between the Employer and the Employee
(the "Employment Agreement").

                  2. In  consideration  of the  foregoing and for other good and
valuable  consideration,  the  receipt  of which is hereby  acknowledged  by the
Employee,   Employee,  for  himself,  his  heirs,   executors,   administrators,
successors  and assigns,  hereby  releases and forever  discharges the Employer,
including any and all of Employer's subsidiaries, affiliates or related business
entities (including,  without limitation,  American Mortgage Acceptance Company,
CharterMac, Charter Mac Corporation,  CharterMac Capital Company LLC, CharterMac
Mortgage Capital  Corporation,  CharterMac Mortgage Partners Corp.,  Centerbrook
Holdings LLC and ARCap Investors, L.L.C.), its or their past, present and future
owners, partners, directors, officers, agents, representatives, and employees or
any of its or their  subsidiaries,  affiliates,  parents,  or  related  business
entities,  and  its  or  their  respective  heirs,  executors,   administrators,
successors and assigns, of, from and/or for all manner of actions,  proceedings,
causes  of  action,   suits,   debts,  sums  of  money,   accounts,   contracts,
controversies,  agreements,  promises, damages,  judgments,  claims, and demands
whatsoever,  known or  unknown,  whether  arising in law or  equity,  out of any
federal, state or city constitution, statute, ordinance, bylaw or regulation, or
under  the  Employment  Agreement,  arising  out of or  relating  to  Employee's
employment by the Employer, including but not limited to the termination of such
employment,  all  claims  of  discrimination  on the  basis  of  age,  alienage,
citizenship,  creed,  disability,  gender,  handicap,  marital status,  national
origin, race, religion sex or sexual orientation,  and, without limitation,  any
claims  arising  under  Title  VII of the  Civil  Rights  Act of  1964,  the Age
Discrimination in Employment Act, the Equal Pay Act, the Rehabilitation Act, the
Americans  With  Disabilities  Act, the New York State Human Rights Law, the New
York City Human  Rights  Law,  and any other  federal,  state or local  statute,
ordinance,  rule,  regulation or order  (collectively,  "Claims" or  "Damages"),
which  Employee  ever  had,  now has,  or which  he,  or his  heirs,  executors,
administrators,  successors or assigns can or may have for, or by reason of, any
matter,  cause,  event,  act,  omission,  transaction  or  occurrence  up to and
including the date of the execution of this Release,  arising out of or relating
to  Employee's  employment  by the  Employer,  including  but not limited to the
termination of such employment.

                  3. The Employer, for itself, its successors, assigns and legal
representatives,  hereby releases and forever  discharges the Employee,  and the
Employee's heirs, executors,  administrators, legal representatives and assigns,
from and against any and all Claims or Damages  which the Employer ever had, now
has for, or by reason of, any matter,  cause, event, act, omission,  transaction
or  occurrence  up to and  including  the date of the execution of this Release,
arising out of or relating to Employee's  employment by the Employer;  provided,
however,  that the Employer is not releasing any claims ("Retained Claims") with
respect to any act or failure to act by the Employee that constitutes Employee's
bad  faith,   gross   negligence  or  willful   misconduct  or  any  fraudulent,
intentionally improper,  unauthorized or unlawful acts by the Employee, with the
understanding  that the Employer is not  currently  aware of any such acts;  and
provided  further  that any  Retained  Claims  that are not  brought  in a legal
proceeding  against the Employee within eighteen (18) months  following the date
of this Release shall be deemed  released and forever  discharged from and after
the date which is eighteen (18) months following the date of this Release.

                  4. (a) Except with respect to continuing obligations under and
amounts owed pursuant to the Employment  Agreement and any vested benefits under
the  Employer's   employee  benefit  plans  or  those  of  its  subsidiaries  or
affiliates,  Employee  covenants  not to in any way  cause  to be  commenced  or
prosecuted, or to commence,  maintain or prosecute any action, charge, complaint


                                       14
<PAGE>



or proceeding of any kind, on his own behalf or as a member of any alleged class
of persons,  in any court or before any  administrative or investigative body or
agency (whether public,  quasi-public or private),  against the Employer, or any
of its subsidiaries,  parents,  affiliates,  related business entities, or their
respective  successors or assigns,  or any individual now or previously employed
by the Employer, or by any of its subsidiaries,  parents, affiliates, or related
business  entities and their  successors  and assigns,  with respect to any act,
omission,  transaction  or  occurrence  up to and  including  the  date  of this
Agreement.

                         (b)  Employee  further   represents  that  he  has  not
commenced,  maintained,  prosecuted  or  participated  in  any  action,  charge,
complaint or  proceeding  of any kind (on his own behalf and/or on behalf of any
other person and/or on behalf of or as a member of any alleged class of persons)
that is  presently  pending  in any  court,  or  before  any  administrative  or
investigative body or agency (whether public, quasi-public, or private), against
or involving  the  Employer,  or any of the  Employer's  subsidiaries,  parents,
affiliates,  or related business entities, or their successors or assigns or any
individual  now  or  previously  employed  by  the  Employer,  or by  any of its
subsidiaries,  parents,  affiliates,  or  related  business  entities  or  their
successors and assigns.

                         (c) The Employer  covenants  not to in any way cause to
be commenced or  prosecuted,  or to commence,  maintain or prosecute any action,
charge,  complaint  or  proceeding  of any  kind  in any  court  or  before  any
administrative or investigative body or agency (whether public,  quasi-public or
private), against the Employee with respect to any act, omission, transaction or
occurrence  up to an  including  the  date  of  this  Release  relating  to  the
Employer's  employment  of the Employee or the  termination  of his  employment;
provided,  however,  that the  Employer  is not waiving and shall not waive such
right with respect to any act or failure to act by the Employee that constitutes
Employee's bad faith,  gross negligence or willful misconduct or any fraudulent,
intentionally  improper,  unauthorized or unlawful acts by the Employee.  [As of
the date of this Release, the Employer is not aware of any act or failure to act
by the  Employee  that  would  give rise to any  action,  charge,  complaint  or
proceeding  of  any  kind  in  any  court  or  before  any   administrative   or
investigative body or agency (whether public,  quasi-public or private), against
the Employee.] 1

                         (d) The Employer  represents that it has not commenced,
maintained,  prosecuted  or  participated  in any action,  charge,  complaint or
proceeding  of any kind that is  presently  pending in any court,  or before any
administrative or investigative body or agency (whether public, quasi-public, or
private),  against or  involving  the  Employee or  relating  to the  Employee's
employment with the Employer or the termination of his employment.

                  5.  Employee  acknowledges  that he has been  fully and fairly
represented  by counsel in  connection  with the  execution and delivery of this
Release, the terms of which have been explained to him.

                  6.  Employee  acknowledges  that he has  considered  fully the
terms of this Agreement  before signing;  that he has read this Agreement in its
entirety and understands  its terms;  that he agrees to all terms and conditions
contained herein;  that he is signing this Agreement  knowingly and voluntarily;
and, that he intends to abide by its terms in all respects.

                  7.  This   Agreement   shall  be  construed  and  enforced  in
accordance  with the laws of the State of New York without  regard to New York's
choice of law provisions.  Any action to enforce this Agreement shall be brought
in the New York State  Supreme  Court,  County of New York.  The parties  hereby
consent to such jurisdiction.

                  8.  This   Agreement   may  be   executed  in  more  than  one
counterpart,  each of which shall be deemed an original,  but all of which shall
constitute one and the same instrument.


(1) This  bracketed  sentence  will be included in the Release if at the time of
the execution of the Release, the Employer is able to make such statement. If at
that time the Employer is not able to make such  statement,  the Release must be
executed without such sentence.


                                       15
<PAGE>



------------------------                    ------------------------------
          Date                                        [Employee]

Signed before me this
____ day of _____, [Year]



--------------------------
     Notary Public
                                            CHARTERMAC CAPITAL LLC


________________________                    By:______________________________
          Date                              Name:
                                            Title:

Signed before me this
____ day of _____, [Year]



--------------------------
     Notary Public

[If at time of execution the Employee is 40 years of age or older,  this General
Release is to be  modified to comply with the  provisions  of the Older  Workers
Benefit Protection Act or similar legislation]







LEGAL_US_E # 71823988.7