Exhibit 10(aj)












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                              INVESTMENT AGREEMENT

                                   DATED AS OF

                                 JANUARY 3, 2005

                                  BY AND AMONG

              CAPRI REALTY CAPITAL, LLC, CAPRI REALTY HOLDINGS, LLC
                       DARYL J. CARTER, BRIAN C. FARGO AND
                        QUINTIN E. PRIMO III, AS ISSUERS

                                       AND

                          CM INVESTOR LLC, AS INVESTOR


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<PAGE>

                              INVESTMENT AGREEMENT


     THIS INVESTMENT  AGREEMENT (this "AGREEMENT") is made as of January 3, 2005
by and among (i) Capri Realty Capital, LLC, a Delaware limited liability company
("CRC"),  Capri  Realty  Holdings,  LLC, a Delaware  limited  liability  company
("CRH"),  Daryl J. Carter  ("CARTER"),  Brian C. Fargo  ("FARGO") and Quintin E.
Primo III ("PRIMO" and, together with Carter and Fargo, the "CAPRI  PRINCIPALS",
and the Capri Principals, together with CRC and CRH, the "ISSUERS"), as issuers,
and (ii) CM Investor LLC, a Delaware limited liability company (the "INVESTOR"),
as investor.

WITNESSETH:

     WHEREAS,  pursuant to that certain  Transaction  Agreement dated as of July
16, 2004 (the  "TRANSACTION  AGREEMENT") made by and among Capri Capital Limited
Partnership,  a Delaware limited partnership ("CCLP"), Capri Acquisition,  Inc.,
an Illinois  corporation  ("CAI"),  Capri  Holdings,  LLC,  an Illinois  limited
liability  company  ("CAPRI  HOLDINGS"),  and the  Investor,  the  Investor  has
advanced loans to CCLP and CAI in the aggregate  outstanding principal amount of
$84,000,000  (the  "INTERIM  LOAN"),  $12,000,000  of the  proceeds of which was
loaned by CCLP to CRC (the "CAG LOAN"), and the obligation to repay the CAG Loan
was then subsequently assumed by CRH;

     WHEREAS,  pursuant to certain  promissory  notes, each dated as of November
16, 2004, made by each of the Capri Principals and payable to the Investor,  the
Investor has advanced loans to the Capri Principals in the aggregate outstanding
principal amount of $21,500,000 (the "CAPRI PRINCIPALS LOAN");

     WHEREAS,  the  Capri  Principals  contributed  to the  capital  of CAI  the
proceeds of the Capri  Principals  Loan, CAI  contributed to the capital of CCLP
the  proceeds  of the  Capri  Principals  Loan  contributed  to it by the  Capri
Principals and CCLP used the proceeds of the Capri  Principals Loan  contributed
to it by CAI to prepay  $21,500,000 of the outstanding  principal balance of the
Interim  Loan,  resulting  in the Interim Loan having an  outstanding  principal
balance as of the date hereof of $62,500,000;

     WHEREAS,  the Issuers desire that the Investor make certain  investments in
the Issuers and their Affiliates (as defined herein) on the terms and conditions
set  forth  in this  Agreement,  including  the  making  of loans  evidenced  by
promissory  notes of the Issuers  payable to the Investor,  with the proceeds of
such issuances of promissory  notes to be utilized to repay the Interim Loan and
the Capri Principals Loan for other purposes described herein; and

     WHEREAS,  on the terms and  conditions  set  forth in this  Agreement,  the
Investor is willing to make the investments described herein;

     NOW,   THEREFORE,   in   consideration   of   the   mutual   promises   and
representations,  warranties,  covenants and  agreements  set forth herein,  the
parties hereto hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

     The following  capitalized terms, when used herein, shall have the meanings
set forth or referred to below:

     "AAA  RULES"  means,  at any time,  the  American  Arbitration  Association
Commercial Arbitration Rules as in effect at such time.

     "ADVISORY  BUSINESS"  means CCA's business of organizing  commingled  funds
for, and providing  investment advisory services and advice to, Advisory Clients
pursuant to Investment Advisory Contracts.

<PAGE>

     "ADVISORY  CLIENTS"  means  all  Persons  with  whom  CCA  or  any  of  its
Subsidiaries from time to time have any agreement,  arrangement or understanding
with respect to the provision of investment advisory services,  whether arranged
as a commingled fund, separate account or otherwise.

     "AFFILIATE" of a Person means (a) any Person which, directly or indirectly,
controls,  is controlled by or is under common  control with such Person and (b)
any  member  of a  controlled  group of  corporations  or a group of  trades  or
businesses under common control with such Person and (c) any director, executive
officer, partner or member of such Person. Control (including,  with correlative
meanings,  the terms  "CONTROLLED BY" and "UNDER COMMON CONTROL WITH"),  as used
herein, means the possession,  directly or indirectly,  of the power in any form
to direct or cause the direction of the management and policies of the person in
question. Notwithstanding the foregoing, Capri Funds and Separate Accounts shall
not be deemed to be Affiliates of CCLP, CCA or their respective Subsidiaries.

     "ASSIGNMENT   OF  CCA  ASSETS"  means  the   assignment  by  CCLP  and  its
Subsidiaries to CCA of certain assets  utilized in or  constituting  part of the
business of CCA, and the  assumption by CCA of all  liabilities  of CCLP and its
Subsidiaries  to CCA arising out of the Advisory  Business,  including  for this
purpose whether conducted by CCA and its Subsidiaries,  on the one hand, or CCLP
and its Subsidiaries, on the other hand, in the form of EXHIBIT R.

     "ASSOCIATES  MEMBERSHIP  INTERESTS  SECURITY  AGREEMENT" means that certain
Amended and  Restated  Security  Agreement  dated the Closing Date made by Capri
Holdings in favor of the Investor,  pursuant to which Capri  Holdings  grants to
the Investor a security  interest in and to all of the  membership  interests in
Associates as security for the Secured Obligations, in the form of EXHIBIT G.

     "ASSOCIATES"  means  Capri  Capital  Associates,  LLC, a  Delaware  limited
liability company.

     "AT-RISK  MORTGAGE  LOANS"  means  Mortgage  Loans  which,  as of the  CCLP
Acquisition  Date,  either (a) are then  experiencing an uncured loan default or
delinquency, or (b) have a debt service coverage ratio of less than 1.10 to 1.0.

     "AUTHORIZED  OFFICER"  means  (i)  with  respect  to any  Person  that is a
corporation,  the  president,  secretary  or  chief  financial  officer,  or any
co-chair or vice chair, of such Person;  (ii) with respect to any Person that is
a partnership, its managing general partner, if an individual, or the president,
secretary or chief  financial  officer,  or any co-chair or vice chair,  of such
partnership to the extent duly authorized to act pursuant to its  Organizational
Documents or of the managing general partner,  if a corporation or other entity,
or, if there is no  managing  general  partner,  any  general  partner,  of such
Person;  (iii) with respect to any Person that is a limited  liability  company,
any member or manager,  or, to the extent duly  authorized to so act pursuant to
such  Person's  Organizational  Documents,  the  president,  secretary  or chief
financial officer,  or any co-chair or vice chair, of such Person; and (iv) with
respect to any other Person,  such  individual or other  representative  of such
Person that is approved by the Investor in writing. No Person shall be deemed to
be an Authorized  Officer  unless named on a  certificate  of incumbency of such
Person delivered to the Investor.  Unless otherwise  expressly  permitted by the
terms hereof or of any Transaction Document, each Note, certificate,  agreement,
notice,  financial statement,  request for waivers, or any similar instrument or
document  executed by any of the Capri  Companies  and delivered to the Investor
shall be executed by an Authorized  Officer of such Capri Company whether or not
so specified herein.

     "BANK TERM LOAN" means the term loan made to CCLP and CAI by Bank One, N.A.
(successor-in-interest  to American  National Bank and Trust Company of Chicago)
and Comerica  Bank,  a Michigan  banking  corporation,  pursuant to that certain
Credit  Agreement  dated as of November 19, 1999,  as amended,  in the principal
amount of $55,000,000,  which loan was purchased by Investor and refinanced with
proceeds of the Interim Loan.

     "BUSINESS" means the Advisory Business and the Mortgage Banking Business.


     "BUSINESS DAY" means any day excluding  Saturday,  Sunday and any day which
in New York, New York is a legal holiday or a day on which banking  institutions
are authorized or required by law or other government actions to close.

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<PAGE>

     "CAG" means Capital Associates Group Inc., an Illinois corporation.

     "CAG PROMISSORY  NOTE" means that certain  promissory note dated October 1,
2000 made by CCLP payable to CAG in the face amount of $5,000,000.

     "CAG PURCHASE  AGREEMENT" means the purchase  agreement dated July 23, 2004
entered into by and between CRC, as purchaser,  and CAG, as seller,  pursuant to
which CAG sold to CRC the 49%  membership  interest in CCA  previously  owned by
CAG.

     "CAI  NOTES"  means the  promissory  notes  dated the  Closing  Date  made,
severally  and not  jointly,  by each of the  Capri  Principals  payable  to the
Investor evidencing, in the aggregate, the CAI Loan, in the form of EXHIBIT C.

     "CALPERS" means the California Public Employees' Retirement System.

     "CAPITALIZED  LEASE"  means with  respect to any  Person,  (i) any lease of
property,  real or personal,  the obligations under which are capitalized on the
balance  sheet of such Person,  and (ii) any other such lease to the extent that
the then present value of the minimum rental  commitment  thereunder  should, in
accordance with GAAP, be capitalized on a balance sheet of the lessee.

     "CAPITALIZED  LEASE  OBLIGATIONS"  means with  respect to any  Person,  all
obligations of such Person under or in respect of Capitalized Leases.

     "CAPRI  COMPANIES"  means CCLP,  CCA, CAI, CPC, CRC, CRH,  Capri  Holdings,
Associates and Finance and their  Subsidiaries.  The term "CAPRI COMPANIES" does
not include any of the Capri Funds or Separate  Accounts or Capri Franklin Park.
References in this Agreement to the Capri Companies mean any or all of the Capri
Companies.

     "CAPRI  COMPANIES  GUARANTY" means that certain  guaranty of the CAI Notes,
the CCLP Note and the CRH Note,  to be dated the Closing Date, by CRC, CPC, CAI,
CCLP,  CCA,  Capri  Holdings,  Associates,  Finance,  CCM and CRH,  as joint and
several obligors, in favor of the Investor, in the form of Exhibit D.

     "CAPRI  FRANKLIN PARK" means Capri Franklin Park,  LLC, a Delaware  limited
liability company.

     "CAPRI FUND(S)" means all limited liability companies, limited partnerships
or other  legal  entities  formed or managed by the Capri  Companies  (or any of
them) pursuant to Investment Advisory Contracts,  including all commingled funds
of the Capri Companies. The term "CAPRI FUND(S)" does not include any employees'
incentive pool,  plan, group or entity through which any of the Capri Principals
or members of  management  of the Capri  Companies  co-invest  in Capri Funds or
Separate Accounts, all of which are listed on SCHEDULE 1.1-A.

     "CAPRI HOLDINGS" means Capri Holdings,  LLC, an Illinois limited  liability
company.

     "CAPRI HOLDINGS MEMBERSHIP INTERESTS SECURITY AGREEMENT" means that certain
Amended and Restated  Security  Agreement dated the Closing Date made by CCLP in
favor of the Investor,  pursuant to which CCLP grants to the Investor a security
interest in and to all of the membership interests in Capri Holdings as security
for the Secured Obligations, in the form of EXHIBIT H.

     "CAPRI PARTIES" means the Capri Companies and the Capri Principals,  or any
of them, as the context may require.

     "CAPRI  PRINCIPALS  GUARANTY"  means that certain  guaranty of the CRH Note
made by the Capri Principals,  as several obligors, in favor of the Investor, in
the form of EXHIBIT E.

     "CAPRI  PRINCIPALS  SECURITY  AGREEMENT"  means that  certain  Amended  and
Restated Security Agreement dated the Closing Date made by the Capri

                                       3
<PAGE>


Principals  in favor of the  Investor,  pursuant  to which the Capri  Principals
grant  to the  Investor  a  security  interest  in and to all of the  membership
interests  in CRC,  all of the  stock  of CPC and all of the  stock  of CAI,  as
security for the Secured Obligations, in the form of EXHIBIT I.

     "CAPRI SELECT  INCOME II" means Capri Select Income II, a Delaware  limited
liability company.

     "CARTER" means Daryl J. Carter.

     "CARTER EMPLOYMENT AGREEMENT" means the employment agreement between Carter
and PW Funding, in the form of EXHIBIT Y.

     "CARTER   NON-COMPETITION   AGREEMENT"  means  the  restrictive   covenants
agreement between Carter and the Investor, in the form of EXHIBIT Z.

     "CARTER  TERMINATION DATE" means the date that Carter's employment pursuant
to the Carter  Employment  Agreement is  terminated  by PW Funding for Cause (as
that term is defined in the Carter Employment Agreement) or by Carter other than
for Good Reason (as that term is defined in the Carter Employment Agreement).

     "CASH  EQUIVALENTS"  means  (i)  securities  issued or  directly  and fully
guaranteed  or  insured  by the  United  States  of  America  or any  agency  or
instrumentality  thereof  (provided that the full faith and credit of the United
States of America is pledged in support  thereof) having  maturities of not more
than twelve months from the date of acquisition ("GOVERNMENT OBLIGATIONS"), (ii)
U.S.  dollar  denominated  (or foreign  currency  fully  hedged) time  deposits,
certificates of deposit, Eurodollar time deposits and Eurodollar certificates of
deposit  of (y) any  domestic  commercial  bank of  recognized  standing  having
capital and surplus in excess of $250,000,000  or (z) any bank whose  short-term
commercial  paper rating from S&P is at least A-1 or the  equivalent  thereof or
from Moody's is at least P-1 or the  equivalent  thereof (any such bank being an
"APPROVED  BANK"),  in each case with  maturities of not more than 364 days from
the date of acquisition, (iii) commercial paper and variable or fixed rate notes
rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent
thereof) or better by Moody's and maturing  within  twelve months of the date of
acquisition,  (iv) repurchase agreements with a bank or trust company (including
a Mortgage Loan Investor) or a recognized  securities  dealer having capital and
surplus  in excess of  $500,000,000  for direct  obligations  issued by or fully
guaranteed by the United States of America,  (v) obligations of any state of the
United  States or any  political  subdivision  thereof  for the  payment  of the
principal  and  redemption  price of and interest on which there shall have been
irrevocably  deposited  Government  Obligations  maturing  as to  principal  and
interest  at times and in amounts  sufficient  to  provide  such  payment,  (vi)
auction  preferred stock rated in the highest  short-term credit rating category
by S&P or Moody's  and (vii) U.S.  dollar  denominated  time and demand  deposit
accounts  or money  market  accounts  with  those  domestic  banks  meeting  the
requirements  of item (y) or (z) of clause  (ii)  above  and any other  domestic
commercial  banks  insured by the FDIC with an  aggregate  balance not to exceed
$100,000 in the aggregate at any time at any such bank.

     "CCA" means Capri Capital Advisors, LLC, a Delaware limited
liability company.

     "CCA ANNUAL BUDGET"  means,  in respect of each CCA Budget Year, the annual
budget for CCA and its Subsidiaries  for such CCA Budget Year,  including also a
statement in reasonable detail of the business plan and financial  strategies of
CCA and its Subsidiaries for such CCA Budget Year, prepared by CCA and submitted
for the Investor's approval pursuant to Section 6.6 (a)(iii).

     "CCA APPROVED  BUDGET" means,  with respect to any CCA Budget Year, the CCA
Annual Budget for that CCA Budget Year.

     "CCA ASSETS  SECURITY  AGREEMENT"  means that certain  Amended and Restated
Security  Agreement dated the Closing Date made by CCA in favor of the Investor,
pursuant to which CCA grants to the  Investor a security  interest in and to all
of its assets as security for the Secured Obligations, in the form of EXHIBIT J.

     "CCA BUDGET YEAR" means,  with respect to CCA's fiscal year ended  December
31,  2005,  the period  beginning  on the date of this  Agreement  and ending on

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<PAGE>

December 31,  2005;  and,  with  respect to each fiscal year of CCA  thereafter,
means the period beginning on January 1 and ending on December 31 of such fiscal
year of CCA.

     "CCA  CONSIDERATION"  means  Twenty-Four  Million  Dollars   ($24,000,000),
PROVIDED,  that if the Combined  EBITDA is less than  $11,473,864,  then the CCA
Consideration  shall be the product of (x) 9.5 multiplied by the Combined EBITDA
and (y) 24/109.

     "CCA  EXPENSES"  means,  with  respect  to  any  period,  the  total  gross
expenditure of CCA and its Subsidiaries  reasonably related to the operations of
CCA and its Subsidiaries, or to the ownership, leasing, maintenance, management,
operations,  purchase,  sale or financing of CCA's and its Subsidiaries'  assets
during such period, including reasonable amounts set aside during such period as
reserves  necessary for the Advisory  Business  consistent  with CCA's manner of
maintaining  such  reserves  prior  to the  Closing  Date.  Notwithstanding  the
foregoing,  CCA Expenses specifically exclude (1) depreciation,  (2) payments of
interest on the CRC Note, (3) expenses paid from any reserves  maintained by CCA
and its Subsidiaries, and (4) any other non-cash items.

     "CCA MEMBERSHIP  INTERESTS  SECURITY  AGREEMENT" means that certain Amended
and Restated  Security  Agreement  dated the Closing Date made by CRC and CRH in
favor of the  Investor,  pursuant  to which CRC and CRH grant to the  Investor a
security  interest in and to all of the membership  interests in CCA as security
for the Secured Obligations, in the form of EXHIBIT K.

     "CCA NET CASH FLOW" means,  with  respect to any period,  the excess of (x)
all cash  received by CCA and its  Subsidiaries  during such  period,  including
without  limitation funds set aside as reserves which are no longer required for
such purpose, over (y) CCA Expenses for such period, but CCA Net Cash Flow shall
exclude all  receipts  and CCA  Expenses  relating  to  Promotes  and returns of
capital, or on capital, in respect of Capri Funds or Separate Accounts which are
distributable to any Person pursuant to Section 6.7.

     "CCA OPERATING  AGREEMENT  AMENDMENT"  means the Third Amended and Restated
Limited  Liability  Company  Agreement  of CCA,  dated as of January 3, 2005 and
effective  on the CCA  Acquisition  Date,  reflecting  the  transfer  of the 49%
membership  interest in CCA to the Investor and/or any Affiliate of the Investor
and establishing agreements in respect of the operation of the Advisory Business
following the CCA Acquisition Date, in the form of EXHIBIT S.

     "CCLP ANNUAL BUDGET" means, in respect of each CCLP Budget Year, the annual
budget for CCLP and its Subsidiaries for such CCLP Budget Year, including also a
statement in reasonable detail of the business plan and financial  strategies of
CCLP and its  Subsidiaries  for such  CCLP  Budget  Year,  prepared  by CCLP and
submitted for the Investor's approval pursuant to Section 6.4(a)(iii).

     "CCLP  APPROVED  BUDGET"  means,  with respect to any CCLP Budget Year, the
CCLP Annual Budget for that CCLP Budget Year.

     "CCLP ASSETS  SECURITY  AGREEMENT"  means that certain Amended and Restated
Security  Agreement  dated  the  Closing  Date  made by CPC,  CAI,  CCLP,  Capri
Holdings,  Finance,  and Associates in favor of the Investor,  pursuant to which
CPC, CAI, CCLP, Capri Holdings,  Finance, and Associates grant to the Investor a
security  interest in and to all of their respective  assets as security for the
Secured Obligations, in the form of EXHIBIT L.

     "CCLP BUDGET YEAR" means, with respect to CCLP's fiscal year ended December
31,  2005,  the period  beginning  on the date of this  Agreement  and ending on
December 31,  2005;  and,  with respect to each fiscal year of CCLP  thereafter,
means the period beginning on January 1 and ending on December 31 of such fiscal
year of CCLP.

     "CCLP  CONSIDERATION"  means  Eighty-Five  Million  Dollars  ($85,000,000),
PROVIDED,  that if the Combined EBITDA is less than  $11,473,864,  then the CCLP
Consideration  shall be the product of (x) 9.5 multiplied by the Combined EBITDA
and (y) 85/109.

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<PAGE>

     "CCLP  EXPENSES"  means,  with  respect  to any  period,  the  total  gross
expenditure of CCLP and its Subsidiaries reasonably related to the operations of
CCLP  and  its  Subsidiaries,   or  to  the  ownership,   leasing,  maintenance,
management, operations, purchase, sale or financing of CCLP's and
its Subsidiaries'  assets during such period,  including  reasonable amounts set
aside during such period as reserves necessary for the Mortgage Banking Business
consistent with CCLP's manner of maintaining  such reserves prior to the Closing
Date.  Notwithstanding  the foregoing,  CCLP Expenses  specifically  EXCLUDE (1)
depreciation,  (2) expenses  paid from any reserves  maintained  by CCLP and its
Subsidiaries, and (3) any other non-cash items.

     "CCLP NET CASH FLOW" means,  with respect to any period,  the excess of (x)
all cash  received by CCLP and its  Subsidiaries  during such period,  including
without  limitation funds set aside as reserves which are no longer required for
such purpose, over (y) CCLP Expenses for such period.

     "CCLP NOTE" means the  promissory  note dated the Closing  Date made by CRC
payable to the Investor evidencing the CCLP Loan, in the form of EXHIBIT A.

     "CCLP  PARTNERSHIP  AGREEMENT" means the Amended and Restated  Agreement of
Limited Partnership of Capri Capital Limited Partnership, dated January 1, 1998,
made by and among CPC, Carter, Primo and Fargo, as amended by that certain First
Amendment to Amended and  Restated  Agreement  of Limited  Partnership  of Capri
Capital  Limited  Partnership,  dated  November 2, 1998,  made by and among CPC,
Carter,  Primo and Fargo, as further amended by that certain Second Amendment to
Amended and Restated  Agreement of Limited  Partnership of Capri Capital Limited
Partnership,  dated  December 18, 1998,  made by and among CPC,  Carter,  Primo,
Fargo and CAI, as further amended by that certain Third Amendment to Amended and
Restated Agreement of Limited Partnership of Capri Capital Limited  Partnership,
dated July 15, 2004,  made by and among CPC,  Carter,  Primo,  Fargo and CAI, as
further  amended  by that  certain  Fourth  Amendment  to Amended  and  Restated
Agreement of Limited  Partnership of Capri Capital  Limited  Partnership,  dated
July 16, 2004,  made by and among CPC,  CAI and CRC,  and as further  amended by
that  certain  Fifth  Amendment  to Amended and  Restated  Agreement  of Limited
Partnership of Capri Capital Limited Partnership, dated July 16, 2004.

     "CCLP  PARTNERSHIP  AGREEMENT  AMENDMENT"  means the  amendment to the CCLP
Partnership  Agreement  to be dated the CCLP  Acquisition  Date  reflecting  the
transfer  of the  partnership  interests  in CCLP  to the  Investor  and/or  any
Affiliate of the Investor, in form and substance satisfactory to the Investor.

     "CCLP PARTNERSHIP  INTERESTS SECURITY AGREEMENT" means that certain Amended
and Restated Security  Agreement dated the Closing Date made by CRC, CAI and CPC
in favor  of the  Investor,  pursuant  to which  CRC,  CAI and CPC  grant to the
Investor a security  interest in and to all of the membership  interests in CCLP
as security for the Secured Obligations, in the form of EXHIBIT M.

     "CCLP  RELEASE"  means  the  release,  in  favor  of  CCLP,  by  the  Capri
Principals, CPC, CAI, CRC and CRH, to be dated the CCLP Acquisition Date, in the
form of EXHIBIT FF.

     "CCM MEMBERSHIP  INTERESTS  SECURITY  AGREEMENT" means that certain Amended
and Restated  Security  Agreement dated the Closing Date made by CCA in favor of
the Investor,  pursuant to which CCA grants to the Investor a security  interest
in and to all of the  membership  interests  in CCM as security  for the Secured
Obligations, in the form of EXHIBIT N.

     "CHARTERMAC" means CharterMac, a Delaware trust.

     "CHARTERMAC COMMON SHARE(S)" means common shares of beneficial  interest in
CharterMac.

     "CHARTERMAC RESTRICTED EQUITY SECURITIES" means membership interests in the
Investor to be issued to CRC and CRH pursuant to this  Agreement  and having the
rights set forth in the Investor Operating  Agreement Amendment and the Exchange
Rights Agreement.

     "CLOSING"  means the making of the Loans and the  issuance  of the Notes on
the Closing Date.

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<PAGE>

     "CLOSING DATE" means the date on which all of the conditions in Article III
have  been  satisfied  or  waived  and the Notes  are  issued  pursuant  to this
Agreement.

     "CM CORP." means Charter Mac Corporation, a Delaware corporation.

     "CODE" means the Internal Revenue Code of 1986, as amended.

     "COLLATERAL"  means all of the  collateral in which a security  interest is
granted pursuant to the Security Agreements.

     "COMBINED EBITDA" means the CCLP EBITDA plus 0.49 times the CCA EBITDA.

     "COMMITTED  LOANS" means all  commitments of CCLP and its  Subsidiaries  to
make mortgage loans which a Mortgage Loan Investor will be obligated to purchase
pursuant to an agreement  between such  Mortgage  Loan Investor and CCLP or such
Subsidiary  (subject to any underwriting  criteria set forth in such agreement),
in respect of which the borrower has paid the origination fee in connection with
such commitment.

     "CONTEMPLATED  TRANSACTIONS" means all of the transactions  contemplated by
this Agreement  including the making of the Loans and the issuance of the Notes,
the  exercise  of the CCLP Option and the CCA Option and  acquisitions  of Capri
Company Equity Interests pursuant thereto,  the operation of the Business by the
Capri  Companies after the execution of this Agreement and the Closing and after
the  acquisition of Capri Company Equity  Interests by the Investor  pursuant to
exercise of the CCLP Option and the CCA Option,  the due  execution and delivery
of this Agreement and the other  Transaction  Documents by the Capri  Companies,
the due  execution  and  delivery  of the  Employment  Agreements  by the  Capri
Principals and the performance of and compliance  with all agreements  contained
in the foregoing.

     "CONTINGENT  OBLIGATION" as to any Person shall mean any obligation of such
Person guaranteeing or intended to guarantee any Indebtedness, leases, dividends
or other obligations  ("primary  obligations") of any other Person (the "primary
obligor")  in  any  manner,  whether  directly  or  indirectly,   including  any
obligation of such Person,  whether or not contingent,  (i) to purchase any such
primary  obligation  or any property  constituting  direct or indirect  security
therefor, (ii) to advance or supply funds (x) for the purchase or payment of any
such primary  obligation or (y) to maintain working capital or equity capital of
the primary  obligor or  otherwise  to maintain the net worth or solvency of the
primary obligor,  (iii) to purchase  property,  securities or services primarily
for the  purpose of assuring  the owner of any such  primary  obligation  of the
ability of the primary  obligor to make  payment of such primary  obligation  or
(iv)  otherwise to assure or hold harmless the owner of such primary  obligation
against loss in respect  thereof;  PROVIDED,  HOWEVER,  that the term Contingent
Obligation  shall  not  include  endorsements  of  instruments  for  deposit  or
collection  in the  ordinary  course of business.  The amount of any  Contingent
Obligation  shall be deemed to be an amount equal to the stated or  determinable
amount of the primary obligation in respect of which such Contingent  Obligation
is made or, if not stated or determinable,  the maximum  reasonably  anticipated
liability  in respect  thereof  (assuming  such  Person is  required  to perform
thereunder) as determined by such Person in good faith.

     "CPC" means CPC Realty Advisors, Inc., an Illinois corporation.

     "CRC ASSETS  SECURITY  AGREEMENT"  means that certain  Amended and Restated
Security  Agreement dated the Closing Date made by CRC in favor of the Investor,
pursuant to which CRC grants to the  Investor a security  interest in and to all
of its assets as security for the Secured Obligations, in the form of EXHIBIT O.

     "CREDIT  ENHANCEMENT  AGREEMENT"  means that  certain  Amended and Restated
Credit Enhancement Umbrella Agreement dated as of November 19, 1999, as amended,
made by and among CAI, CCLP and Capri Holdings, and the Credit Enhancers.

     "CREDIT  ENHANCEMENT  CLAWBACK  AGREEMENT" means the Agreement  Relating to
Amended and Restated  Credit  Enhancement  Umbrella  Agreement dated on or about
July 15, 2004 by and among CAI, CCLP, Capri Holdings, the CRC Principals and the
Credit Enhancers.

                                       7
<PAGE>

     "CREDIT  ENHANCEMENT  CLAWBACK RIGHT" means the right granted by certain of
the Capri  Parties  to the  Credit  Enhancers  pursuant  to that  certain  Third
Amendment to Amended and  Restated  Agreement  of Limited  Partnership  of Capri
Capital Limited Partnership, dated July 15, 2004.

     "CREDIT ENHANCEMENT  DOCUMENTS" means the Credit Enhancement  Agreement and
the guaranties, security agreements and other documents and instruments executed
in  connection  therewith,  as the  same  have  been  amended,  and  the  Credit
Enhancement Clawback Agreement.

     "CREDIT  ENHANCER(S)" means the Board of Trustees of the General Retirement
System of the City of Detroit  and the Board of Trustees  of the  Policemen  and
Firemen Retirement System of the City of Detroit.

     "CRH NOTE" means the  promissory  note dated the  Closing  Date made by CRH
payable to the Investor evidencing the CRH Loan, in the form of EXHIBIT B.

     "CRH ASSETS  SECURITY  AGREEMENT"  means that certain  Amended and Restated
Security  Agreement dated the Closing Date made by CRH in favor of the Investor,
pursuant to which CRH grants to the  Investor a security  interest in and to all
of its assets as security  for the Secured  Obligations,  in the form of EXHIBIT
O1.

     "CRH MEMBERSHIP  INTERESTS  SECURITY  AGREEMENT" means that certain Amended
and Restated  Security  Agreement  dated the Closing Date made by CPC and CRC in
favor of the  Investor,  pursuant  to which CPC and CRC grant to the  Investor a
security  interest in and to all of the membership  interests in CCA as security
for the Secured Obligations, in the form of EXHIBIT O2.

     "CUSTODIAL  ACCOUNTS"  means all  custodial,  escrow,  suspense and impound
accounts  maintained  under the Mortgage  Servicing  Agreements or otherwise for
purposes of receiving  payments for the payment of principal,  interest,  taxes,
insurance  premiums,  repairs,  replacements  and similar  charges and  deposits
relating to the Serviced Loans and the Warehouse Loans.

     "DEFAULT"  means an Event of  Default,  or any fact or  circumstance  which
constitutes,  or upon the lapse of time,  or giving of  notice,  or both,  would
constitute, an Event of Default.

     "DISBURSEMENT  INSTRUCTIONS" means instructions for the disbursement of the
proceeds of the Loans, executed and delivered by the Issuers to the Investor not
later than one (1) Business Day prior to the Closing Date, in form and substance
satisfactory to the Investor.

     "DUS" means Fannie Mae Delegated Underwriting and Servicing (DUSTM).

     "DUS LOSSES"  means any amount paid,  or required to be paid, to Fannie Mae
by CCLP and its Subsidiaries under any DUS Loss Sharing Agreement as a result of
loan defaults or delinquencies on At-Risk Mortgage Loans.

     "EMPLOYMENT  AGREEMENT(S)" means the Carter Employment Agreement, the Fargo
Employment  Agreement and the Primo Employment  Agreement or any of them, as the
context may require.

     "ENVIRONMENTAL LAW" means any currently effective federal,  state, local or
common law, rule, regulation,  ordinance, code, order or judgment (including the
common  law and  any  judicial  or  administrative  interpretations,  guidances,
directives,  policy  statements  or opinions)  relating to the injury to, or the
protection of human health and safety or the environment.

     "ENVIRONMENTAL LIABILITIES" means any claims, judgments, damages (including
punitive damages), losses, penalties, fines, liabilities,  encumbrances,  liens,
violations,  costs and expenses (including  reasonable attorneys and consultants
fees) of  investigation,  remediation or defense of any matter relating to human
health,  safety or the  environment  of  whatever  kind or nature by any  party,
entity or  authority,  which are  incurred as a result of the  violation  of any
Environmental Laws or which arise under Environmental Laws.

                                       8
<PAGE>

     "ERISA  EVENT" means the  occurrence of any of the  following,  provided it
results  in  liabilities  assessed  against  any of the  Capri  Companies  in an
aggregate  amount in excess of $100,000:  (i) a  "prohibited  transaction"  with
respect to which any of the Capri Companies is a  "disqualified  person" (within
the  meaning  of Section  4975 of the Code) or with  respect to which any of the
Capri Companies would otherwise be liable;  or (ii) any other event or condition
with  respect to a Company Plan that could  reasonably  be expected to result in
liability of any of the Capri Companies in excess of $100,000.

     "EVENT OF  DEFAULT"  means an "Event of  Default" as defined in each of the
Notes.

     "EXCHANGE  RIGHTS  AGREEMENT"  means the  Exchange  Rights  Agreement to be
entered into by and among CharterMac and CRH and CRC, in the form of EXHIBIT F.

     "FANNIE MAE" means the Federal National Mortgage Association.

     "FARGO" means Brian C. Fargo.

     "FARGO EMPLOYMENT  AGREEMENT" means the employment  agreement between Fargo
and CCA, in the form of EXHIBIT AA.

     "FARGO NON-COMPETITION AGREEMENT" means the restrictive covenants agreement
between Fargo and the Investor, in the form of EXHIBIT BB.

     "FHA" means the Federal Housing Administration.

     "FHLMC" means the Federal Home Loan Mortgage Corporation or its successors.

     "FINANCE" means Capri Capital Finance,  LLC, a Delaware  limited  liability
company.

     "FINANCE  MEMBERSHIP  INTERESTS  SECURITY  AGREEMENT"  means  that  certain
Amended and  Restated  Security  Agreement  dated the Closing Date made by Capri
Holdings in favor of the Investor,  pursuant to which Capri  Holdings  grants to
the Investor a security  interest in and to all of the  membership  interests in
Finance as security for the Secured Obligations, in the form of EXHIBIT P.

     "FREDDIE MAC" means the Federal Home Loan Mortgage Corporation.

     "GAAP" means generally accepted accounting principals of the United States,
consistently applied.

     "GNMA" means the Government National Mortgage Association.

     "GOVERNING   BODY"  means  (i)  with  respect  to  any  Person  that  is  a
corporation,  the Board of Directors  of such  Person;  (ii) with respect to any
Person  that is a  partnership,  any  board of  managers  or  managing  partners
governing such  partnership  pursuant to its  Organizational  Documents,  or, if
there is no such board,  its managing  general  partner (or the  Governing  Body
thereof,  if  applicable),  or, if there is no  managing  general  partner,  any
general  partner (or the Governing  Body  thereof,  if  applicable);  (iii) with
respect to any Person that is a limited liability company, any board of managers
or  members   governing  such  limited   liability   company   pursuant  to  its
Organizational  Documents,  or, if there is no such  board,  any manager (or the
Governing Body thereof, if applicable) or managing member (or the Governing Body
thereof,  if  applicable),  or, if there is no manager or managing  member,  the
members (or the respective  Governing Bodies thereof,  if applicable);  and (iv)
with respect to any other  Person,  such  governing  body of such Person that is
approved by the Investor in writing.

     "GOVERNMENTAL AUTHORITY" means any nation or government, any state or other
political subdivision thereof, and any Person exercising executive, legislative,
judicial,   regulatory,   or  administrative   functions  of  or  pertaining  to
government.

                                       9
<PAGE>
s
     "GUARANTY(IES)"  means the Capri Companies Guaranty or the Capri Principals
Guaranty, or either of them, as the context may require.

     "HAZARDOUS    SUBSTANCES"    means    petroleum,     petroleum    products,
petroleum-derived  substances,  polychlorinated  biphenyls,  lead  based  paint,
radon, urea formaldehyde, asbestos or any materials containing asbestos, and any
materials or substances regulated or defined as or included in the definition of
"hazardous  substances,"  "hazardous wastes," "extremely hazardous  substances,"
"hazardous   materials,"    "hazardous    constituents,"   "toxic   substances,"
"pollutants," "contaminants" or any similar denomination intended to classify or
regulate  substances  by  reason  of  toxicity,  carcinogenicity,  ignitability,
corrosivity or reactivity under any applicable Environmental Law.

     "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or
any successor law, and  regulations and rules issued pursuant to that Act or any
successor law.

     "HUD" means the United States Department of Housing and Urban Development.

     "INDEBTEDNESS"  of any Person  shall  mean,  without  duplication,  (i) all
indebtedness  of such Person for  borrowed  money or for the  deferred  purchase
price of property or services  (other than  accounts  payable and other  accrued
liabilities arising in the ordinary course of business of such Person), (ii) all
indebtedness  of such Person  evidenced  by a note,  bond,  debenture or similar
instrument,  (iii) the principal  component of all Capitalized Lease Obligations
of such  Person,  (iv) the face amount of all  letters of credit  issued for the
account of such Person and, without duplication,  all unreimbursed amounts drawn
thereunder,  (v) all indebtedness of any other Person secured by any Lien on any
property  owned  by such  Person,  whether  or not  such  indebtedness  has been
assumed,  (vi)  all  Contingent   Obligations  of  such  Person  in  respect  of
indebtedness  under the  foregoing  clauses  (i) - (v),  and  (vii) all  payment
obligations  of  such  Person  under  any  interest  rate  protection  agreement
(including  any  interest  rate  swaps,  caps,   floors,   collars  and  similar
agreements)  and  currency  swaps  and  similar  agreements,  or  other  hedging
arrangements or off-balance sheet financial transactions.

     "INITIAL  CCLP  CONSIDERATION"  means 9.5 times  the CCLP  EBITDA,  but not
greater  than  $85,000,000  PROVIDED,  HOWEVER,  that,  to the  extent  that the
anticipated  Combined  EBITDA  is less  than  $11,100,000  at the  Initial  CCLP
Consideration  Payment Date, the Initial CCLP Consideration  shall be reduced in
an amount equal to 9.5 multiplied by the amount of such shortfall.

     "INVESTMENT"  means the acquisition of any real or tangible  property or of
any stock or other security, any loan, advance, bank deposit, money market fund,
contribution  to capital,  extension of credit  (except for accounts  receivable
arising in the  ordinary  course of  business  and  payable in  accordance  with
customary  terms),  or purchase or commitment or option to purchase or otherwise
acquire real estate or tangible  personal  property or stock or other securities
of any party or any part of the business or assets comprising such business,  or
any part thereof.

     "INVESTMENT  ADVISORY  CONTRACTS"  means  all  of the  investment  advisory
agreements to which CCA or any of its  Subsidiaries  from time to time are party
and any other  arrangements  or  understandings  relating to CCA's or any of its
Subsidiaries' rendering of investment advisory services or advice to any Person,
including without  limitation  limited  liability company operating  agreements,
limited  partnership  agreements and agreements  relating to commingled funds or
separate accounts held for clients.

     "INVESTMENT  COMPANY  ACT" means the  Investment  Company  Act of 1940,  as
amended.

     "INVESTOR OPERATING AGREEMENT AMENDMENT" means the amendment to the limited
liability  company  agreement of the Investor,  to be dated the CCLP Acquisition
Date, providing for the issuance of the CharterMac Restricted Equity Securities,
in the form of EXHIBIT T.

     "LEGAL  REQUIREMENTS"  means  all  applicable  statutes,   laws,  treaties,
ordinances, licenses, rules, regulations,  orders, writs, injunctions,  decrees,
judgments, opinions, and interpretations of any Governmental Authority.

                                       10
<PAGE>

     "LIEN" means any mortgage, deed of trust, lien, security interest,  pledge,
charge or  encumbrance  of any kind in respect of any  Property,  including  the
interests of a vendor or lessor under any  conditional  sale,  capital  lease or
other title retention arrangement.

     "LOAN(S)"  means  the CAI Loan,  the CCLP Loan and the CRH Loan,  or any of
them, as the context may require.

     "MATERIAL  ADVERSE EFFECT" means any fact, event,  change,  circumstance or
effect that is, or is reasonably likely to be, materially adverse to the assets,
liabilities,  business or  prospects of the Capri  Companies,  taken as a whole,
since December 31, 2003.

     "MATURITY  DATE"  means  the date  which is the  fifth  anniversary  of the
Closing Date.

     "MORTGAGE" means a mortgage, dead of trust, security deed or other security
instrument on real property securing a Mortgage Note.

     "MORTGAGE BANKING BUSINESS" means the business of CCLP and its Subsidiaries
of  originating  and  underwriting  Mortgage  Loans,   purchasing,   holding  or
warehousing Mortgage Loans, marketing Mortgage Loans to Mortgage Loan Investors,
and managing,  servicing or sub-servicing  Mortgage Loans during their repayment
term.

     "MORTGAGE LOAN(S)" means the Serviced Loans and Warehouse Loans.

     "MORTGAGE LOAN COLLATERAL"  means the real and personal property securing a
Mortgage Loan or a bond or mortgage-backed security.

     "MORTGAGE  LOAN  DOCUMENTS"  means any Mortgage Note or Mortgage or similar
instrument,  and all amendments thereto,  evidencing or securing a Serviced Loan
or a Warehouse Loan,  together with all other documents executed by the borrower
in connection  with the making of Serviced Loans or Warehouse  Loans,  including
hard copies where available, and all machine-readable copies on any media of any
of the foregoing.

     "MORTGAGE  LOAN  FILE"  means  the  credit  and  closing  files,  custodial
documents,  escrow  documents,  and all other documents in the possession of the
Capri  Companies  pertaining  to a Mortgage  Loan or  reasonably  necessary  for
prudent servicing of a Mortgage Loan, in each case as reasonably necessary or as
required  by  the  applicable  Mortgage  Loan  Investor  and  its  requirements,
procedures, rules, regulations and guidelines.

     "MORTGAGE  LOAN INVESTOR"  means Fannie Mae,  Freddie Mac or any private or
public  investor,  credit enhancer,  commercial  conduit,  insurance  company or
mortgage   insurer  for  which  any  of  the  Capri  Companies  is  originating,
underwriting or servicing (or to the extent of any continuing obligation, has in
the past originated, underwritten or serviced) Mortgage Loans.

     "MORTGAGE  LOAN  INVESTOR  FINANCIAL  REQUIREMENTS"  means  the  financial,
reserve, liquidity, net worth and other financial requirements of any Regulatory
Body or other  Mortgage Loan Investor  under any rules,  regulations,  policies,
guidelines or agreements,  including but not limited to  requirements  of Fannie
Mae and Freddie Mac with respect to Acceptable  Net Worth,  Liquidity  Adequacy,
Lender Reserve,  RFC Liquidity and Acceptable  Collateral  requirements,  all as
defined in the applicable  rules,  requirements and guidelines of Fannie Mae and
Freddie Mac.

     "MORTGAGE LOAN INVESTOR REQUIREMENTS" means guidelines,  procedures,  rules
and regulations of Mortgage Loan Investors.

     "MORTGAGE  LOAN  REGULATIONS"  means  (i) all  applicable  laws,  rules  or
regulations with respect to the origination,  insuring, purchase, sale, pooling,
servicing, subservicing, master servicing or filing of claims in connection with
a Mortgage  Loan,  including  without  limitation  the rules and  regulations of

                                       11
<PAGE>

Fannie Mae, FHLMC,  HUD, FHA and any public housing program,  (ii) Mortgage Loan
Investor  Requirements,  and (iii) the terms and  provisions of any documents to
which any Capri  Company or any borrower  thereunder  is a party  pertaining  to
Mortgage Loans serviced or subserviced by the Capri Companies.

     "MORTGAGE NOTE" means a written promise to pay a sum of money at a fixed or
variable  interest rate during a specified  term  evidencing a Mortgage Loan and
secured by a Mortgage.

     "MORTGAGE SERVICING AGREEMENT" means an agreement or agreements between any
of the Capri  Companies  and a Mortgage  Loan  Investor  or a servicer  or other
Person  setting forth the terms and  conditions  under which Mortgage Loans have
been and/or are to be serviced or subserviced  and which may be  incorporated in
general  guidelines  and issuances of any Mortgage  Loan  Investor  (such as the
applicable Fannie Mae and Freddie Mac Seller/Servicer Guides).

     "MURC" means MacFarlane Urban Realty Consultants, LLC, a California limited
liability company.

     "NON-COMPETITION  AGREEMENT(S)" means the Carter Non-Competition Agreement,
the Fargo Non-Competition  Agreement and the Primo Non-Competition  Agreement or
any of them, as the context may require.

     "NOTES"  means the CRH Note,  the CAI  Notes and the CCLP  Note,  or any of
them, as the context may require.

     "OPTIONS"  means the CCLP Option and the CCA Option,  or either of them, as
the context may require.

     "ORGANIZATIONAL  DOCUMENT(S)" means (i) with respect to a corporation,  its
Articles  or  Certificate  of  Incorporation,   by-laws  and  any  stockholders'
agreements and voting trusts,  (ii) with respect to a limited liability company,
its Certificate of Formation and operating  agreement and any similar documents,
(iii)  with  respect  to a  limited  partnership,  its  Certificate  of  Limited
Partnership and agreement of limited partnership and any similar documents,  and
(iv) with respect to any other legal  entity,  the  documents  pursuant to which
such legal  entity was formed and is  governed,  and in each case  includes  all
amendments, supplements and modifications to such documents.

     "PERMITTED LIENS" means,  with respect to CCLP and its  Subsidiaries,  CCLP
Permitted Liens and, with respect to CCA, CCA Permitted Liens.

     "PERSON" means an individual,  partnership,  limited  partnership,  limited
liability company, corporation,  association, trust, unincorporated organization
or any  other  entity  or  organization,  including  a  government  or agency or
political subdivision thereof.

     "PRIME RATE" means a rate of interest equal to the rate per annum announced
by  CharterMac's  principal  lender  from  time  to time  as its  Prime  Rate or
equivalent  with  any  change  in such  rate  resulting  from a  change  in such
corporate base or equivalent rate to be effective on the date of such change.

     "PRIMO" means Quintin E. Primo III.

     "PRIMO EMPLOYMENT  AGREEMENT" means the employment  agreement between Primo
and CCA, in the form of EXHIBIT CC.

     "PRIMO NON-COMPETITION AGREEMENT" means the restrictive covenants agreement
between Primo and the Investor, in the form of EXHIBIT DD.

     "PRIMO TERMINATION DATE" means the date that Primo's employment pursuant to
the Primo  Employment  Agreement is terminated by CCA for Cause (as that term is
defined  in the Primo  Employment  Agreement)  or by Primo  other  than for Good
Reason (as that term is defined in the Primo Employment Agreement).

                                       12
<PAGE>

     "PRIOR SERVICER" means any Person who serviced any of the Serviced Loans or
Warehouse Loans prior to the Capri Companies.

     "PROMOTES"  means  all  rights of the  Capri  Parties  (or any of them) and
members of  management  of the Capri  Companies to receive from or in respect of
Capri  Funds or  Separate  Accounts  (i)  distributions  in  excess  of pro rata
distributions on capital  contributions  where Capri Parties (or any of them) or
members of management of the Capri  Companies are required to co-invest in Capri
Funds or  Separate  Accounts  and (ii)  contingent  compensation  consisting  of
payment of a share of capital  proceeds or net income or cash flow payable after
a stated target is reached where there is no co-investment obligation.

     "PROPERTY"  means any  interest in any kind of  property or asset,  whether
real, personal or mixed, or tangible or intangible.

     "PROPRIETARY RIGHTS" means all patents, patent licenses,  trademarks, trade
names,  service  marks,  brand  marks,  brand names,  copyrights,  technologies,
know-how,  formulae,  processes, names, likenesses,  computer programs, computer
systems and software.

     "PW FUNDING" means PW Funding, Inc., a Delaware corporation,  to be renamed
CharterMac  Mortgage  Capital  Corporation  (or  other  name  as  determined  by
CharterMac).

     "REGISTRATION  RIGHTS AGREEMENT" means the Registration Rights Agreement to
be entered into by and among  CharterMac and CRH and CRC, in the form of EXHIBIT
U.

     "REGULATORY  BODY"  means  any  domestic  or  foreign  national,  state  or
municipal or other local  government or multinational  body (including,  but not
limited  to,  the  European  Economic  Community),   any  subdivision,   agency,
commission or authority thereof, or any  quasi-governmental,  self-regulatory or
private body exercising any regulatory or taxing authority  thereunder including
but not limited to the SEC, the FHA, Fannie Mae, Freddie Mac, GNMA and HUD.

     "RELATED  DOCUMENTS"  means the  Assignment of CCA Assets,  the  Employment
Agreements and the Non-Competition Agreements.

     "RELATED  PARTY" means (a) the Capri  Parties,  (b) any individual who is a
director,  manager, partner, managing partner, member, managing member, officer,
stockholder or other equity holder, as applicable, of any Capri Company, (c) any
member of the family (as  defined in Section  267(c)(4)  of the Code) of, or any
individual  who has the same home as, any  individual (or the spouse of any such
individual)  described  in the  foregoing  clauses (a) or (b), or (d) any trust,
estate or partnership of which an individual  described in the foregoing clauses
(a), (b), or (c) is a grantor, fiduciary, beneficiary or partner.

     "REO"  means  real  estate  held by the Capri  Companies  in its name or on
behalf of any Mortgage Loan Investor in connection with foreclosure proceedings,
or deed in lieu of foreclosure proceedings, on mortgage loans.

     "SALES  AGREEMENT"  means any sales contract to transfer  Mortgage Loans to
any Mortgage Loan Investor.

     "SEC" means the Securities and Exchange Commission.

     "SECURED  OBLIGATIONS" means the Loans,  together with interest thereon and
all other charges and amounts  payable by the Issuers under the Notes,  any CCLP
Consideration Deficiency and the indemnification  obligations of the Issuers for
Damages pursuant to Sections 8.2(f), (g) and (h).

     "SECURITIES ACT" means the Securities Act of 1933, as amended.

                                       13
<PAGE>

     "SECURITY  AGREEMENT(S)" means the Associates Membership Interests Security
Agreement,  the Capri Holdings Membership Interests Security Agreement, the CCLP
Assets Security  Agreement,  the CCLP Partnership  Interests Security Agreement,
the  CCM  Membership  Interests  Security  Agreement,   the  Finance  Membership
Interests  Security  Agreement,  the  CCA  Assets  Security  Agreement,  the CCA
Membership Interests Security Agreement,  the CRC Assets Security Agreement, the
CRH Assets Security Agreement,  the CRH Membership Interests Security Agreement,
the Capri  Principals  Security  Agreement  and the  Servicing  Rights  Security
Agreement, or any of them, as the context may require.

     "SEPARATE ACCOUNT(S)" means all investments made by the Capri Companies (or
any of them) on behalf of  individual  Advisory  Clients  pursuant to Investment
Advisory Contracts.

     "SERVICED  LOANS" means each of those loans secured by a mortgage lien on a
multi-family  residential  property  with  respect to which the Capri  Companies
provide servicing or sub-servicing  pursuant to a Mortgage Servicing  Agreement,
other than Warehouse Loans.

     "SERVICING RIGHTS" has the meaning ascribed thereto in the Servicing Rights
Security Agreement.

     "SERVICING  RIGHTS  PORTFOLIO"  has the  meaning  ascribed  thereto  in the
Servicing Rights Security Agreement.

     "SERVICING  RIGHTS  SECURITY  AGREEMENT"  means that  certain  Amended  and
Restated  Security  Agreement  dated the Closing Date made by CCLP,  CAI,  Capri
Holdings,  Finance and Associates in favor of Investor,  pursuant to which CCLP,
CAI, Capri Holdings,  Finance and Associates grant Investor a security  interest
in and to the Servicing Rights Portfolio, in the form of EXHIBIT Q.

     "SUBSIDIARY" of a Person means any sole proprietorship,  general or limited
partnership,  joint venture,  limited  liability  company,  corporation or other
entity of which such  Person  owns,  whether  existing  or  hereafter  acquired,
directly  or  indirectly  through  one or more  intermediaries,  more than fifty
percent (50%) of the outstanding  securities or ownership interests of any class
or classes  ordinarily  entitled,  in the absence of  contingencies,  to elect a
majority of the corporate  directors or managers (or persons  performing similar
functions).  "SUBSIDIARIES"  shall  have the plural  meaning  of the  preceding.
Notwithstanding the foregoing,  (i) CCA and its Subsidiaries shall not be deemed
to be Subsidiaries of CCLP for all purposes of this Agreement other than Section
4.5 and (ii)  Capri  Funds  and  Separate  Accounts  shall  not be  deemed to be
Subsidiaries of CCA or its Subsidiaries.

     "TAX  RETURNS"  means  any  return,  report,  information  return  or other
document (including any related or supporting  information) filed or required to
be  filed  with  any  Regulatory  Body in  connection  with  the  determination,
assessment  or  collection  of any  Taxes  or the  administration  of any  laws,
regulations or administrative requirements relating to any Taxes.

     "TAXES"  means all  taxes,  assessments,  levies,  imposts,  fees and other
charges,  including any interest,  penalties or additional  amounts with respect
thereto,  imposed  by  any  foreign,  federal,  state,  local  or  other  taxing
authority, including without limitation all income, franchise, withholding, real
property,  personal  property,  sales, use, gross receipts,  payroll,  transfer,
excise and stamp taxes.

     "TRANSACTION  DOCUMENTS"  means this Agreement,  the Notes, the Guaranties,
the  Security  Agreements,  the  Registration  Rights  Agreement  and all  other
instruments,  agreements  and  documents  heretofore  or  hereafter  executed or
delivered  in  connection  therewith,  in each case,  as  amended,  modified  or
supplemented from time to time.

     "VALUE"  means,  with  respect to a  referenced  date,  the  average of the
closing market price of CharterMac Common Shares for the thirty (30) consecutive
trading days  immediately  preceding  such date.  The market price for each such
trading day shall be: (i) if the CharterMac Common Shares are listed or admitted
to trading on the New York Stock  Exchange,  the American  Stock  Exchange,  any
national  securities  exchange or the Nasdaq Stock Market,  the closing price on
such day, or if no such sale takes place on such day, the average of the closing

                                       14
<PAGE>

bid and asked prices on such day; (ii) if the  CharterMac  Common Shares are not
listed or admitted to trading on the New York Stock Exchange, the American Stock
Exchange,  any national securities exchange or the Nasdaq Stock Market, the last
reported  sale  price on such day or, if no sale  takes  place on such day,  the
average  of the  closing  bid and asked  prices on such day,  as  reported  by a
reliable  quotation source designated by CharterMac;  or (iii) if the CharterMac
Common  Shares  are not  listed or  admitted  to  trading  on the New York Stock
Exchange,  the American Stock Exchange,  any national securities exchange or the
Nasdaq  Stock  Market and no such last  reported  sale price or closing  bid and
asked prices are  available,  the average of the reported high bid and low asked
prices on such day, as reported by a reliable  quotation  source  designated  by
CharterMac,  or if there  shall be no bid and  asked  prices  on such  day,  the
average of the high bid and low asked prices, as so reported, on the most recent
day (not more than  thirty  (30) days prior to the date in  question)  for which
prices  have  been so  reported;  PROVIDED,  that if there  are no bid and asked
prices  reported  during the thirty (30) days prior to the date in question then
the  Issuers and the  Investor  shall  together  within ten (10)  Business  Days
thereafter appoint a third party appraiser mutually  acceptable to each party to
appraise the Value of the CharterMac Common Shares,  whose decision with respect
to such Value shall be final and binding.

     "WAREHOUSE  LENDER"  means  Residential  Funding  Corporation,  a  Delaware
corporation,  as lender under the Warehousing Facility or any other lender under
a replacement Warehousing Facility.

     "WAREHOUSE LOANS" means each those closed loans held by the Capri Companies
secured by a mortgage  lien on a  multi-family  residential  property.  The term
"WAREHOUSE LOAN" shall include each pending loan as to which the Capri Companies
have given a  commitment  to lend  which,  when  closed and  delivered,  will be
secured by a  mortgage  lien on a  multi-family  residential  property  or other
property only from and after the date of the closing of such loan.

     "WAREHOUSING  FACILITY"  means the  mortgage  warehousing  credit  facility
maintained  by Finance  pursuant to that  certain  Fifth  Amended  and  Restated
Warehousing Credit and Security Agreement dated February 1, 2004, by and between
Finance and Associates,  as borrowers,  and the Warehouse Lender, as lender, and
any extension thereof or replacement warehousing credit facility consented to by
the Investor.

     "WATCH-LIST  LOANS" means,  at any time and from time to time, the Mortgage
Loans  listed  on Part A of  SCHEDULE  4.26(S)  which,  at such  time,  meet the
criteria  set forth on Part B of  SCHEDULE  4.26(S)  for  being  rated at "5" or
above.

     OTHER  DEFINITIONS.  In  addition  to the  terms  defined  in above in this
Article I, the following  terms have the meanings  defined for such terms as set
forth below:

     TERM                                                SECTION
     ----                                                -------
     2004 Committed Loans                                7.1(h)
     Advisers Act                                        4.17(a)
     Agreement                                           Preamble
     Balance Sheets                                      4.5(b)
     CAG Loan                                            Recitals
     CAI                                                 Recitals
     CAI Loan                                            2.1(i)
     CAI Purchase Price                                  7.1(a)(i)
     Capri Company Equity Interests                      4.2(a)
     Capri Holdings                                      Recitals
     Capri Principals                                    Preamble
     Capri Principals Loan                               Recitals
     Capri Real Property                                 4.10(a)
     Carter                                              Preamble
     Cash Flow Objection Notice                          2.4(e)(v)
     CCA Acquisition Date                                7.2(d);
                                                         7.2(f)(i)
     CCA Budget Objection Notice                         6.6(a)(iii)
     CCA Call Closing                                    7.6(e)
     CCA Call Closing Date                               7.6(e)(ii)

                                       15
<PAGE>


     TERM                                                SECTION
     ----                                                -------
     CCA Call Existing Clients                           7.6(f)(i)(B)(1)
     CCA Call Non-Competition Agreements                 7.6(e)(i)
     CCA EBITDA                                          7.1(f)(iii); 7.1(f)(v)
     CCA EBITDA Objection Notice                         3.1(f)(iv)
     CCA Facilities                                      6.6(c)
     CCA Final Purchase Price                            7.6(d)
     CCA Balance Sheets                                  4.5(b)
     CCA Interim Balance Sheet                           4.5(b)
     CCA Net Cash Flow Adjustment                        2.4(e)(iii)
     CCA Nondiscretionary Expenses                       6.6(a)(iii)
     CCA Option                                          7.2(a)
     CCA Permitted Liens                                 6.8(d)
     CCA Option Exercise Notice                          7.2(c)
     CCA Put EBITDA Objection Notice                     7.5(c)(iii)
     CCA Right of First Refusal                          7.4(b)
     CCA Sale Offer                                      7.4(a)
     CCA Valuer                                          7.6(d)(iv)
     CCLP                                                Recitals
     CCLP Acquisition Date                               7.1(c)(ii)
     CCLP Acquisition Holdback Amount                    7.1(g)(i)(B)(2)(a)
     CCLP Balance Sheets                                 4.5(a)
     CCLP Budget Objection Notice                        6.4(a)(iii)
     CCLP Consideration Deficiency                       7.1(g)(ii)(A)
     CCLP EBITDA                                         7.1(e)(iii); 7.1(e)(v)
     CCLP EBITDA Objection Notice                        7.1(e)(iv)
     CCLP Facilities                                     6.4(c)
     CCLP Interim Balance Sheet                          4.5(a)
     CCLP Loan                                           2.1(ii)
     CCLP Net Cash Flow Adjustment                       2.4(e)(ii)
     CCLP Nondiscretionary Expenses                      6.4(a)(iii)
     CCLP Option                                         7.1(a)
     CCLP Option Exercise Notice                         7.1(b)
     CCLP Permitted Liens                                6.5(d)
     CCLP Projected DUS Losses                           4.26(s)
     CERCLA                                              4.14(b)
     Closing Holdback Amount                             2.7(d)
     Company Plan                                        4.23(a)
     CPC Purchase Price                                  7.1(a)(ii)
     CRC                                                 Preamble
     CRC CCA Call                                        7.6(c)
     CRC CCA Call Notice                                 7.6(c)
     CRC/CCLP Loan                                       2.7(b)
     CRC Consideration                                   7.1(a)(iii)
     CRC Proposed CCA EBITDA                             7.1(f)(i)
     CRC Proposed CCA Put EBITDA                         7.5(c)(i)
     CRC Proposed CCLP EBITDA                            7.1(e)(i)
     CRH Loan                                            2.1(iii)
     Damages                                             8.2
     Default Rate                                        2.4(b)
     DUS Loss Event                                      7.1(i)(iv)
     Environmental Permits                               4.14(e)
     EGTRRA                                              4.25(d)(i)
     ERISA                                               4.25(d)(i)
     ERISA Affiliate                                     4.25(a)
     Exchange Shares                                     7.3(a)

                                       16
<PAGE>

     TERM                                                SECTION
     ----                                                -------
     Existing Client Revenues Notice                     7.6(f)(i)(B)(2)
     Existing Client Revenues Objection Notice           7.6(f)(i)(B)(4)(a)
     Existing Funds                                      6.7(a)
     Fargo                                               Preamble
     Final CCLP Consideration Payment Date               7.1(g)(ii)
     Foreign Company Plan                                4.23(g)
     Future Funds                                        6.7(c)
     Holdback                                            7.1(i)(i)
     Holdback Claim Notice                               7.1(i)(ii)
     Holdback Objection Notice                           7.1(i)(ii)
     Independent Accountant                              2.4(e)(vi)
     Initial CCLP Consideration Payment Date             7.1(g)(i)
     Interim Balance Sheets                              4.5(b)
     Interim Loan                                        Recitals
     Investor                                            Preamble
     Investor CCA Call                                   7.6(a)
     Investor CCA Call Exercise Notice                   7.6(b)
     Investor CCA Put                                    7.5(a)
     Investor CCA Put EBITDA                             7.5(c); 3.5(c)(ii);
                                                         7.5(c)(iv)
     Investor CCA Put Exercise Notice                    7.5(b)
     Investor CCA Put Promissory Note                    7.5(d)
     Investor CCA Put Purchase Price                     7.5(c)
     Investor CCA Sale Right                             7.4
     Investor Representatives                            6.4(c)
     Issuers                                             Preamble
     IRS                                                 4.23(d)(i)
     Multiemployer Plan                                  4.23(d)(iv)
     Offered CCA Membership Interests                    7.4(a)
     Permitted Transferee                                7.3(b)
     Primo                                               Preamble
     Proposed CCA Transferee                             7.4(a)
     Qualified Plan                                      4.23(d)(i)
     Quarterly Cash Flow Information                     2.4(e)(i)
     Reorganization                                      2.9
     Transaction Agreement                               Recitals
     Transfer                                            7.3(a)


                                   ARTICLE II
                                      LOANS

     2.1 THE  LOANS.  Subject  to and upon the terms and  conditions  herein set
forth, the Investor agrees,  on the Closing Date, to make the following loans to
the Issuers:

               (i) to the Capri  Principals,  a loan in the principal  amount of
Twenty-One Million Five Hundred Thousand Dollars ($21,500,000) (the "CAI LOAN"),
it being agreed that the CAI Loan shall be made severally,  and not jointly,  to
the Capri Principals as follows:

                    (A) Nine Million Six Hundred  Seventy Five Thousand  Dollars
($9,675,000) to Carter;

                                       17
<PAGE>

                    (B) Nine Million Six Hundred  Seventy Five Thousand  Dollars
($9,675,000) to Primo; and

                    (C)  Two  Million  One  Hundred   Fifty   Thousand   Dollars
($2,150,000) to Fargo;

               (ii)  to CRC,  a loan  in the  principal  amount  of  Forty-Eight
Million Five Hundred Thousand Dollars ($48,500,000) (the "CCLP LOAN");and

               (iii) to CRH, a loan in the  principal  amount of Twenty  Million
Dollars ($20,000,000) (the "CRH LOAN").

     2.2 REPAYMENT OF  PRINCIPAL.  Principal of the Loans will be payable to the
Investor as follows:

               (i) in  respect  of the  CAI  Loan,  from  and  after  the  first
anniversary of the Closing Date, if the CCLP  Acquisition Date has not occurred,
principal  of the CAI Loan shall be due and payable to the  Investor on the last
day of each August, November,  February and May, on each such date in the amount
of  Six  Hundred  Seventy-One   Thousand  Eight  Hundred   Seventy-Five  Dollars
($671,875),  and with a final  installment  equal to the then  unpaid  principal
balance of the CAI Loan to be due and payable on the Maturity Date;

               (ii) in  respect  of the CCLP  Loan,  from and  after  the  first
anniversary of the Closing Date, if the CCLP  Acquisition Date has not occurred,
principal  of the CCLP Loan shall be due and payable to the Investor on the last
day of each August, November,  February and May, on each such date in the amount
of One Million Five Hundred  Fifteen  Thousand Six Hundred  Twenty-Five  Dollars
($1,515,625),  and with a final  installment  equal to the then unpaid principal
balance of the CCLP Loan to be due and payable on the Maturity Date; and

               (iii) in  respect  of the CRH Loan,  from and  after  the  second
anniversary of the Closing Date, if the CCA  Acquisition  Date has not occurred,
principal  of the CRH Loan shall be due and payable to the  Investor on the last
day of each August, November,  February and May, on each such date in the amount
of Eight  Hundred  Thirty-Three  Thousand  Three  Hundred  Thirty-Three  Dollars
($833,333),  and with a final  installment  equal to the then  unpaid  principal
balance of the CRH Loan to be due and payable on the Maturity Date.

     2.3 OBLIGATION TO PAY; NOTES.

          (a) The Capri Principals, severally and not jointly, hereby promise to
pay the principal of, and interest on, the CAI Loan,  which  obligations to pay,
at the  request of the  Investor,  shall be  evidenced  by the CAI  Notes,  duly
executed and  delivered by the Capri  Principals  in favor of the Investor in an
aggregate  principal  amount  equal to  $21,500,000,  with blanks  appropriately
completed  in  conformity  herewith.  The CAI Notes shall mature on the Maturity
Date.

          (b) CRC hereby  promises to pay the principal of, and interest on, the
CCLP Loan,  which  obligations to pay, at the request of the Investor,  shall be
evidenced by the CCLP Note,  duly  executed and delivered by CRC in favor of the
Investor in a principal amount equal to $48,500,000,  with blanks  appropriately
completed  in  conformity  herewith.  The CCLP Note shall mature on the Maturity
Date.

          (c) CRH hereby  promises to pay the principal of, and interest on, the
CRH Loan,  which  obligations  to pay, at the request of the Investor,  shall be
evidenced by the CRH Note,  duly  executed and  delivered by CRH in favor of the
Investor in a principal amount equal to $20,000,000,  with blanks  appropriately
completed  in  conformity  herewith.  The CRH Note shall  mature on the Maturity
Date.

     2.4 INTEREST(a) INTEREST RATE.

               (i) CAI LOAN.  The Capri  Principals,  severally and not jointly,
promise to pay  interest  in respect  of the  unpaid  principal  amount of their

                                       18
<PAGE>

respective  portions  of the CAI Loan from the  Closing  Date until the CAI Loan
shall be paid in full at a rate per annum  equal to 11.5%,  such  interest to be
compounded  annually  until the CAI Loan is repaid in full and to be computed on
the basis of a 360 day year and actual days elapsed.

               (ii) CCLP LOAN.  CRC  promises to pay  interest in respect of the
unpaid  principal  amount of the CCLP Loan from the Closing  Date until the CCLP
Loan shall be paid in full at a rate per annum equal to 11.5%,  such interest to
be compounded  annually until the CCLP Loan is repaid in full and to be computed
on the basis of a 360 day year and actual days elapsed.

               (iii) CRH LOAN.  CRH  promises to pay  interest in respect of the
unpaid principal amount of the CRH Loan from the Closing Date until the CRH Loan
shall be paid in full, as follows:

                    (A) at a rate per annum  equal to 10%,  such  interest to be
compounded  annually  until the CRH Loan is repaid in full and to be computed on
the basis of a 360 day year and actual days elapsed; plus

                    (B) as additional interest, an amount,  quarterly,  equal to
the excess of (x) 49% of CCA Net Cash Flow reported in the applicable  Quarterly
Cash Flow  Information  (subject to any applicable CCA Net Cash Flow Adjustment)
minus interest paid pursuant to this Section  2.4(a)(iii)(B) in respect of prior
quarters in such calendar  year,  over (y) the amount of $255,102  multiplied by
the number of quarters  elapsed in such calendar year  (including the quarter in
respect of which such interest is being paid).

          (b) DEFAULT RATE.  In the event that,  and for so long as, an Event of
Default shall have occurred and be continuing,  the outstanding principal amount
of each Loan,  accrued interest in respect of each Loan (to the extent permitted
by Legal  Requirements),  and all other  amounts  owing  hereunder,  shall  bear
interest  at a rate per annum  equal to the sum of three  percent  (3%) plus the
rate  applicable  to each Loan pursuant to Section  2.4(a)(i),  (ii) or (iii)(A)
above, respectively (the "DEFAULT RATE").

          (c) PAYMENT.  Interest on each Loan shall accrue from the Closing Date
to the date of any repayment thereof and shall be payable as follows:

               (i) in respect of the CAI Loan,  quarterly in arrears on the last
day of each August, November, February and May (A) in the amount of 9% per annum
and (B) in the amount of 2.5% per annum plus any  remaining  accrued  but unpaid
interest on the CAI Loan,  up to the amount,  if positive,  of (x) CCLP Net Cash
Flow reported in the applicable  Quarterly Cash Flow Information (subject to any
applicable CCLP Net Cash Flow  Adjustment),  minus (y) interest paid pursuant to
this Section 2.4(c)(i) or Section  2.4(c)(ii) below in respect of prior quarters
in such calendar year;

               (ii) in  respect of the CCLP  Loan,  quarterly  in arrears on the
last day of each August, November,  February and May (A) in the amount of 9% per
annum and (B) in the amount of 2.5% per annum  plus any  remaining  accrued  but
unpaid interest on the CCLP Loan, up to the amount, if positive, of (x) CCLP Net
Cash Flow reported in the applicable Quarterly Cash Flow Information (subject to
any applicable CCLP Net Cash Flow Adjustment),  minus (y) interest paid pursuant
to  Section  2.4(c)(i)  above or this  Section  2.4(c)(ii)  in  respect of prior
quarters in such calendar  year,  minus (z) any payment of interest on such date
pursuant to Section 2.4(c)(i)(B) above.

               (iii) in  respect  of the CRH Loan,  quarterly  in arrears on the
last day of each August, November, February and May in the amount of all accrued
but unpaid interest on the CRH Loan; and

               (iv) in the case of all Loans,  on any  prepayment (on the amount
prepaid),  (other  than  prepayments  of the CAI Loan and CCLP Loan  pursuant to
exercise of the CCLP Option) at maturity  (whether by acceleration or otherwise)
and, after such maturity, on demand.

          (d) EXCESSIVE  INTEREST.  It is the intention of the parties hereto to
conform strictly to applicable  usury laws and,  anything herein or elsewhere to
the contrary  notwithstanding,  the Secured  Obligations shall be subject to the

                                       19
<PAGE>

limitation  that no Issuer shall be required to pay, and the Investor  shall not
be entitled to charge or receive,  any interest to the extent that such interest
exceeds the maximum  rate of interest  which the  Investor is permitted by Legal
Requirements to contract for, charge or receive and which would not give rise to
any claim or defense of usury. If, as a result of any circumstances  whatsoever,
performance  of any  provision  hereof  or of any of the  Transaction  Documents
shall,  at the time  performance  of such provision is due,  violate  applicable
usury law, then, ipso facto,  the obligation to be performed shall be reduced to
the highest lawful rate, and if, from any such circumstance,  the Investor shall
ever receive  interest or anything  which might be deemed  interest  under Legal
Requirements  which would  exceed the highest  lawful  rate,  the amount of such
excess interest shall be applied to the reduction of the principal  amount owing
on  account  of the  applicable  Note or the  amounts  owing  on  other  Secured
Obligations  and not to the payment of interest,  or if such excessive  interest
exceeds the unpaid  principal  balance of the Secured  Obligations,  such excess
shall be refunded to the Issuer entitled thereto.

          (e) DETERMINATION OF CASH FLOW.

               (i) With  respect to each three  calendar  month  period (or part
thereof,  as  applicable)  ending  on the  last  day of each  August,  November,
February and May (each, a "MEASURING QUARTER") during which the CRH Loan remains
outstanding,  the Issuers  shall  prepare,  deliver and certify to the  Investor
within  thirty  (30)  days  after  the end of  such  Measuring  Quarter  the CCA
Quarterly Cash Flow Information. The "CCA QUARTERLY CASH FLOW INFORMATION" shall
mean, (A) with respect to each Measuring  Quarter ending on the last day of each
May,  August and November in each calendar  year,  the CCA Net Cash Flow for the
portion of the period from December 1 of such calendar year through the last day
of such  Measuring  Quarter during which the CRH Loan was  outstanding,  and (B)
with  respect to each  Measuring  Quarter  ending on the last day of February in
each  calendar  year,  the CCA Net Cash Flow for the  portion of the period from
December 1 of the  immediately  preceding  calendar year through the last day of
such Measuring  Quarter during which the CRH Loan was outstanding,  in each case
setting  forth in  reasonable  detail the Issuers'  calculation  thereof and the
accounting and financial information supporting such calculation

               (ii) With respect to each Measuring  Quarter during which the CAI
Loan or the CCLP Loan remains  outstanding,  the Issuers shall prepare,  deliver
and  certify  to the  Investor  within  thirty  (30) days  after the end of such
Measuring Quarter the CCLP Quarterly Cash Flow Information.  The "CCLP QUARTERLY
CASH FLOW  INFORMATION"  shall mean, (A) with respect to each Measuring  Quarter
ending on the last day of each May,  August and November in each calendar  year,
the CCLP Net Cash Flow for the  portion  of the period  from  December 1 of such
calendar year through the last day of such  Measuring  Quarter  during which the
CAI  Loan or the  CCLP  Loan  was  outstanding,  and (B)  with  respect  to each
Measuring  Quarter ending on the last day of February in each calendar year, the
CCLP  Net  Cash  Flow for the  portion  of the  period  from  December  1 of the
immediately  preceding  calendar  year  through  the last day of such  Measuring
Quarter during which the CAI Loan or the CCLP Loan was outstanding, in each case
setting  forth in  reasonable  detail the Issuers'  calculation  thereof and the
accounting and financial information supporting such calculation

               (iii) In respect of each  calendar  year during  which either the
CAI Loan or the CCLP Loan remains  outstanding  (other than the calendar year in
which the CCLP  Acquisition  Date occurs),  the Issuers shall calculate the CCLP
Net Cash Flow for such  calendar year (or portion  thereof)  during which either
the CAI Loan or the CCLP Loan  remains  outstanding  on the basis of the audited
financial  statements for such year required to be delivered pursuant to Section
6.4(a)(i),  and,  concurrently  with  the  delivery  of such  audited  financial
statements  to the  Investor,  (A) the Issuers shall certify to the Investor any
adjustments  to CCLP  Net  Cash  Flows  reported  in CCLP  Quarterly  Cash  Flow
Information  covering such calendar  year on the basis of such  calculations  (a
"CCLP NET CASH FLOW  ADJUSTMENT")  and (B) if such CCLP Net Cash Flow Adjustment
reflects an increase in such CCLP Net Cash Flows,  the Issuers  shall pay to the
Investor any remaining  accrued but unpaid  interest on the CAI Loan or the CCLP
Loan, up to the amount of such increase.

               (iv) In respect of each  calendar  year during which the CRH Loan
remains outstanding,  the Issuers shall calculate the CCA Net Cash Flow for such
calendar year (or portion thereof) during which the CRH Loan remains outstanding
on the basis of the audited  financial  statements  for such year required to be
delivered pursuant to Section 6.6(a)(i),  and, concurrently with the delivery of
such audited financial statements to the Investor, (A) the Issuers shall certify
to the  Investor  any  adjustments  to such CCA Net Cash Flows  reported  in CCA
Quarterly Cash Flow Information covering such calendar year on the basis of such

                                       20
<PAGE>

calculations (a "CCA NET CASH FLOW  ADJUSTMENT") and (B) to the extent that such
CCA Net Cash Flow  Adjustment  reflects  an increase in such CCA Net Cash Flows,
the Issuers  shall pay to the Investor any interest on the CRH Loan due pursuant
to Section  2.4(a)(iii)(B) on the basis of CCA Net Cash Flows as so adjusted. To
the extent  that a CCA Net Cash Flow  Adjustment  reflects a decrease in CCA Net
Cash Flows,  unless the Investor timely delivers a Cash Flow Objection Notice in
respect of CCA Net Cash Flows covered by such CCA Net Cash Flow Adjustment,  the
Investor shall refund to the Issuers the amount by which payments of interest on
the CRH Loan due  pursuant  to  Section  2.4(a)(iii)(B)  would be reduced on the
basis of such  adjusted  CCA Net Cash  Flows.  The  Investor  shall pay any such
refund  not  later  than  five (5)  Business  Days  after  the time by which the
Investor is no longer entitled  pursuant to Section 2.4(e)(v) below to deliver a
Cash  Flow  Objection  Notice in  respect  of the  applicable  CCA Net Cash Flow
Adjustment.

               (v) In  respect  of each  delivery  of CCA  Quarterly  Cash  Flow
Information,   CCLP  Quarterly  Cash  Flow  Information,   CCLP  Net  Cash  Flow
Adjustments  and CCA Net Cash Flow  Adjustments,  the  Issuers  shall,  promptly
following  the  Investor's  request  therefor,  provide to the Investor all such
further  information  in  respect  of CCA Net Cash Flows and CCLP Net Cash Flows
covered  thereby,  and the calculation  thereof or adjustment to the calculation
thereof, as the Investor may reasonably request.

               (vi) In the event that the  Investor  objects to any  calculation
of, or  adjustment  to the  calculation  of, CCA Net Cash Flows or CCLP Net Cash
Flows by the Issuers,  the  Investor  shall notify the Issuers in writing of (A)
the existence of the disagreement  and the specific items of  disagreement,  and
(B) the amount by which the Investor  believes the applicable CCA Net Cash Flows
and/or CCLP Net Cash Flows  should be  adjusted  (each,  a "CASH FLOW  OBJECTION
NOTICE").  The Investor  shall deliver such a notice only (x) in respect of each
calendar quarter while any Loan remains outstanding,  not later than thirty (30)
days after the Quarterly Cash Flow  Information  for such quarter is provided to
the  Investor,  (y) in respect  of each  calendar  year  while any Loan  remains
outstanding,  not later than thirty (30) days after audited financial statements
for such year are  provided to the  Investor,  and (z) after all Loans have been
repaid  in full,  not  later  than  thirty  (30) days  after  audited  financial
statements  covering  all periods from the Closing Date through the date of such
repayment in full are provided to the Investor,  PROVIDED,  HOWEVER, that if the
Issuers have not complied with their obligations  pursuant to Section 2.4(e)(iv)
above  to  provide  information  to the  Investor,  then the  Investor  shall be
entitled  to deliver  such a notice not later  than  thirty  (30) days after the
Issuers comply with such obligations.

               (vii) If,  within ten (10)  Business  Days after  delivery by the
Investor  of a Cash Flow  Objection  Notice as provided  above,  the parties are
unable to resolve the disputed  items,  then (A) the  applicable  Issuers  shall
immediately pay to the Investor any interest required to be paid pursuant to the
preceding  provisions of this Section  2.4(e),  to the extent of any  undisputed
part of such Cash Flow  Objection  Notice,  (B) the Investor  shall  immediately
refund to the applicable  Issuers any interest  required to be refunded pursuant
to the  preceding  provisions  of this  Section  2.4(e),  to the  extent  of any
undisputed  part of such Cash Flow  Objection  Notice,  (C) if the  Investor  so
requests,  the disputed  amount  claimed by the Investor shall be distributed to
the Investor,  PROVIDED,  HOWEVER,  that,  notwithstanding  the foregoing,  such
disputed  amount shall not be  distributed  until  resolution of such dispute in
accordance  with this  Section  2.4(e) to the extent  that CRC  determines  on a
reasonable  basis,  and  notifies  the Investor  prior to  distribution  of such
disputed  amount,  that CCA's  available cash is  insufficient  in amount and/or
available cash is required for operations or to be held as reserves,  consistent
with CCA's manner of maintaining  reserves prior to the Closing Date,  PROVIDED,
FURTHER,  HOWEVER,  that if such disputed amount is distributed to the Investor,
and it is later  determined  (in accordance  with this Section  2.4(e)) that the
Investor was not entitled to such disputed  amount,  then (x) if a corresponding
distribution  was made to the Capri  Principals  (directly or  indirectly),  the
Investor  and  the  Capri  Principals  shall  at  such  later  time  repay  such
distributed  amounts,  respectively,  to CCA,  and (y) if no such  corresponding
distribution  was made to the Capri  Principals  (directly or  indirectly),  the
Investor shall at such later time repay such distributed amount to CCA, together
with  interest  thereon at the Prime Rate from the date of  distribution  to the
date of repayment,  (D) the New York office of KPMG,  or,  failing such office's
willingness  to serve,  such other  independent  accounting  firm of  recognized
standing as may be mutually selected by the Investor and the Issuers within five
(5) Business Days after the New York office of KPMG informs  either the Investor
or the  Issuers of its  unwillingness  to serve,  shall  resolve  any  remaining
disputed items as provided below (such firm, the "INDEPENDENT ACCOUNTANT"),  and
(D)  within ten (10)  Business  Days after the  appointment  of the  Independent
Accountant,  the parties shall submit their  respective  estimates of the amount
due in regard to the disputed items to such Independent Accountant. The Investor
and the  Issuers  agree  that,  in the event that the New York office of KPMG is
unwilling to serve,  if they do not agree on an  Independent  Accountant  within
such time period, then their dispute shall be submitted to arbitration  pursuant
to the AAA Rules,  and the parties consent to such submission to arbitration and
the  appointment  of an  arbitrator  in  accordance  with the AAA  Rules,  which

                                       21
<PAGE>

arbitrator shall be an independent  accountant who has no material  relationship
with  CharterMac  and its  Affiliates  or  with  the  Capri  Parties  and  their
respective   Affiliates  (which   independent   accountant  shall  then  be  the
"INDEPENDENT  ACCOUNTANT").  The  Independent  Accountant,  whose  decision with
respect to the disputed items shall be final and binding,  shall determine which
estimate  is closest to the amount  that is due and the amount of that  estimate
shall be awarded to the party to whom it is due. If either party fails to timely
submit an estimate  under this  Section  2.4(e)(vi),  the  estimate of the other
party shall be awarded by the Independent  Accountant to the party to whom it is
due. Promptly following resolution of the disputed items, the applicable CCA Net
Cash Flows and/or CCLP Net Cash Flows (or  adjustments  thereto,  as applicable)
shall be recalculated,  and the non-prevailing party shall pay to the prevailing
party any amounts owing as a result of such recalculation. The party that is not
the prevailing  party under any proceeding  under this Section  2.4(e)(vi) shall
bear all the costs and expenses of the  Independent  Accountant  (including  any
arbitrator).

               (viii) Any portion of interest on any Note paid  pursuant to this
Section 2.4(e) after the date on which the interest was due  (including  without
limitation  as a result of any  adjustment  in the amount of  interest  due as a
result of an objection by the  Investor)  shall bear interest at the rate of 15%
per annum, compounded annually, until paid.

               (ix) Without  prejudice to any other  obligations  of the Issuers
pursuant to this Agreement or other  Transaction  Documents to deliver financial
information  to the Investor,  the Issuers shall not be obligated to prepare and
deliver (A) CCLP Quarterly Cash Flow Information in respect of any quarter after
either  the CAI Loan and the CCLP  Loan  have  been  repaid  in full or the CCLP
Acquisition  Date has occurred,  and (B) CCA Quarterly Cash Flow  Information in
respect of any quarter after the CRH Loan has been repaid in full.

     2.5 PREPAYMENTS.

          (a) No prepayments shall be permitted in respect of the CAI Loan until
the earlier of the date (i) which is the  six-month  anniversary  of the Closing
Date and (ii) such date,  if any, on which the Investor  notifies the Issuers in
writing  that the Investor  does not intend to exercise the CCLP Option,  except
that,  in  either  case,  no such  prepayment  shall  be  permitted  if the CCLP
Acquisition  Date has not occurred  because any  condition  set forth in Section
7.1(d) has not been satisfied.

          (b) No  prepayments  shall be  permitted  in  respect of the CCLP Loan
until the  earlier  of the date (i) which is the  six-month  anniversary  of the
Closing  Date and (ii) such date,  if any, on which the  Investor  notifies  the
Issuers in  writing  that the  Investor  does not  intend to  exercise  the CCLP
Option,  except that, in either case, no such  prepayment  shall be permitted if
the CCLP  Acquisition  Date has not occurred  because any condition set forth in
Section 7.1(d) has not been satisfied.

          (c) No prepayments shall be permitted in respect of the CRH Loan until
the earlier of the date (i) which is the second  anniversary of the Closing Date
and (ii) such  date,  if any,  on which the  Investor  notifies  the  Issuers in
writing  that the Investor  does not intend to exercise  the CCA Option,  except
that,  in  either  case,  no  such  prepayment  shall  be  permitted  if the CCA
Acquisition  Date has not occurred  because any  condition  set forth in Section
7.2(e) has not been satisfied.

          (d) If, following delivery of a CCA Option Exercise Notice, any of the
conditions set forth in Section  7.2(e) are not satisfied,  the Investor may, by
notice to the  Issuers,  which  notice  shall state that the  Investor  does not
intend to exercise  the CCA Option,  accelerate  the maturity of the CRH Note to
the date which is six months after the date of such notice (and on such date the
entire  Indebtedness  under the CRH Note shall then become  immediately  due and
payable).

          (e)  During any  period  when  prepayment  of a Loan is  permitted  in
accordance  with the  foregoing  Sections  2.5(a),  (b) and (c), the  applicable
Issuers shall have the right, from time to time, to prepay such Loan in whole or
in part,  PROVIDED,  that in  respect  of any such  prepayment,  the  applicable
Issuers  shall  give  the  Investor  written  notice,   which  notice  shall  be
irrevocable,  of their intent to prepay such Loan at least two (2) Business Days
prior  to such  prepayment,  which  notice  shall  specify  the  amount  of such
prepayment.

                                       22
<PAGE>

          (f) All prepayments of Loans shall be applied first to pay accrued but
unpaid  interest,  and then to prepay the installments of the applicable Loan in
the reverse  order of maturity,  until such Loan shall have been repaid in full,
and thereafter to all other outstanding Secured Obligations.

     2.6 METHOD AND PLACE OF PAYMENT.

          (a) Except as otherwise  specifically  provided therein,  all payments
and prepayments  under the  Transaction  Documents shall be made to the Investor
not  later  than  1:00  P.M.,  New  York  City  time,  on the  date  when due in
immediately available funds to an account designated in writing by the Investor,
and any funds  credited to such account after such time shall,  for all purposes
hereof, be deemed to have been paid on the next succeeding Business Day.

          (b) Unless otherwise provided herein,  whenever any payment to be made
hereunder  or under  any Note  shall be stated to be due on a day which is not a
Business  Day,  the due date  thereof  shall be extended to the next  succeeding
Business  Day  and the  amount  of  such  payment  shall  bear  interest  at the
applicable rate during such extension.

          (c) All  payments  made by the Issuers  hereunder  and under the other
Transaction  Documents shall be made  irrespective of, and without any reduction
for, any setoff or counterclaims.

     2.7 USE OF PROCEEDS. The proceeds of the Loans shall be used as follows:

          (a) the  entire  proceeds  of the CAI Loan  shall be used to repay the
Capri Principals Loan;

          (b) the  entire  proceeds  of the CCLP Loan  shall be loaned by CRC to
CCLP (the "CRC/CCLP  LOAN"),  which loan shall be  subordinated to the Notes and
Guaranties, which shall apply such proceeds to repayment of the Interim Loan;

          (c) an amount of proceeds of the CRH Loan equal to (i) the outstanding
principal balance plus interest accrued on the CAG Loan through the Closing Date
shall  be paid to  CCLP  by CRH as  repayment  by CRH to CCLP in full of the CAG
Loan,  and (ii)  $14,000,000  less the amount  paid by CRH to CCLP  pursuant  to
clause (i) above shall be loaned by CRH to CRC and simultaneously  loaned by CRC
to CCLP  (which  loan  from  CRC to CCLP  shall  be  deemed  to be a part of the
CRC/CCLP  Loan),  all of which  amounts paid and loaned to CCLP pursuant to this
Section 2.7(c)  (aggregating  $14,000,000)  shall be applied to repayment of the
Interim Loan;

          (d) the  balance of the  proceeds of the CRH Loan shall be (A) applied
to the payment of costs,  expenses and liabilities of the Issuers,  as set forth
in the  Disbursement  Instructions,  and (B)  retained  by the  Investor  as the
"CLOSING  HOLDBACK  AMOUNT",  in an amount, if any, equal to $6,000,000 less the
amounts applied pursuant to the preceding clause (A); and

          (e) CCLP shall transfer and assign to CCA the assets  described in the
Assignment  of CCA  Assets  and CCA  shall  assume  from  CCLP  the  liabilities
described therein.

     2.8 CLOSING HOLDBACK.

          (a) The Closing  Holdback  Amount will be retained by the  Investor as
part of the Holdback.

          (b) Any  amount of  proceeds  of the CRH Loan  referred  to in Section
2.7(d)  above  which are not paid to the third  party  entitled  thereto  on the
Closing  Date  or  segregated  for  payment  to such  third  party  pursuant  to
arrangements  satisfactory  to the  Investor  shall be held by the  Investor and
added to the Closing  Holdback  Amount,  but shall be released to pay such third
parties upon the Issuers' written request.

                                       23
<PAGE>

     2.9 REORGANIZATION.  Either prior to, or simultaneously  with, the Closing,
the  Issuers  shall  cause the  Capri  Companies  to  consummate  the  following
transactions (collectively, the "REORGANIZATION"):

          (a) CCLP shall  transfer  and  assign to CCA,  without  receiving  any
payment or other consideration therefor, all of its right, title and interest in
the  membership  interest  it owns in Capri Urban  Capital I, LLC, a  California
limited liability company ("CUC");

          (b) CCLP shall  transfer  and  assign to CCA,  without  receiving  any
payment or other consideration therefor, all of its right, title and interest in
the membership interest it owns in CCM;

          (c) CCLP,  CCA and CCM shall  cause CCM to be  replaced  by CCA as the
manager of CUC;

          (d) CCLP shall  transfer  and  assign to CRC,  without  receiving  any
payment or other consideration therefor, all of its right, title and interest in
the membership interest it owns in CCA.

                                   ARTICLE III
                              CONDITIONS TO CLOSING

     3.1  CONDITIONS  TO THE  INVESTOR'S  OBLIGATIONS.  The  obligations  of the
Investor to effect the Closing shall be subject to the  satisfaction at or prior
to the  Closing  of the  following  conditions,  any one or more of which may be
waived by the Investor:

          (a) TRANSACTION DOCUMENTS. The Investor shall have received:

               (i) this Agreement;

               (ii) the CAI Notes;

               (iii) the CCLP Note;

               (iv) the CRH Note;

               (v) the Capri Companies Guaranty;

               (vi) the Capri Principals Guaranty;

               (vii) the Associates Membership Interests Security Agreement;

               (viii)  the  Capri   Holdings   Membership   Interests   Security
                       Agreement;

               (ix) the Capri Principals Security Agreement;

               (x) the CCLP Assets Security Agreement;

               (xi) the CCLP Membership Interests Security Agreement;

               (xii) the CCM Membership Interests Security Agreement;

               (xiii) the Finance Membership Interests Security Agreement;

               (xiv) the CCA Assets Security Agreement;

               (xv) the CCA Membership Interests Security Agreement;

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<PAGE>

               (xvi) the CRC Assets Security Agreement;

               (xvii) the CRH Assets Security Agreement;

               (xviii) the CRH Membership Interests Security Agreement;

               (xix) the Servicing Rights Security Agreement;

and each of the  other  Transaction  Documents  (together  with all  amendments,
supplements,  exhibits and schedules thereto), each of which (w) shall have been
duly authorized, executed and delivered by the Issuers and Capri Companies party
thereto,  (x) shall be dated the Closing Date (or other date  acceptable  to the
Investor),  (y) shall be in form and substance satisfactory to the Investor, and
(z) shall be in full force and effect.

          (b) RELATED DOCUMENTS.  The Investor shall have received the following
documents,  each of which (w) shall  have been  duly  authorized,  executed  and
delivered by the Issuers and Capri Companies  party thereto,  (x) shall be dated
the Closing Date (or other date  acceptable  to the  Investor),  (y) shall be in
form and substance  satisfactory to the Investor, and (z) shall be in full force
and effect:

               (i) the Assignment of CCA Assets;

               (ii) the Carter Employment Agreement;

               (iii) the Carter Non-Competition Agreement;

               (iv) the Fargo Employment Agreement;

               (v) the Fargo Non-Competition Agreement;

               (vi) the Primo Employment Agreement; and

               (vii) the Primo Non-Competition Agreement.

          (c)  DELIVERY  OF  OPTION  DOCUMENTS.  All  documents  required  to be
delivered  to Investor  pursuant to Sections  7.1(j) and 7.2(g)  shall have been
duly executed and delivered to the Investor by each of the parties thereto.

          (d) NO INJUNCTION.  There shall not be in effect any injunction, order
or  decree  of a court  of  competent  jurisdiction  that  prohibits  or  delays
consummation  of  any  or all of  the  Contemplated  Transactions  by the  Capri
Parties.

          (e)    REPRESENTATIONS,    WARRANTIES   AND   AGREEMENTS.    (i)   The
representations  and warranties of the Capri Parties set forth in this Agreement
shall  be true  and  correct  in all  material  respects  as of the date of this
Agreement  and as of the  Closing  Date with the same force and effect as though
made at such time (except for changes  contemplated by this Agreement and except
for  representations  and warranties that by their terms speak as of the date of
this  Agreement  or some other date,  which shall be true and correct only as of
such date), and (ii) each of the Capri Parties shall have performed and complied
in all material respects with the agreements contained in this Agreement and the
other Transaction Documents required to be performed and complied with by him or
it at or prior to the Closing.

          (f) REORGANIZATION  DOCUMENTS. The Investor shall have received copies
of all documents, in form and substance satisfactory to the Investor,  necessary
or advisable in order to effect the Reorganization.

          (g) LEGAL  OPINION.  The Investor shall have received the opinion from
Sonnenschein  Nath  &  Rosenthal  LLP,  legal  counsel  to  the  Capri  Parties,
substantially in the form of EXHIBIT V.

                                       25
<PAGE>

          (h) LITIGATION. No action or proceeding shall be pending or threatened
by or before any Person,  court or other  Regulatory Body seeking to restrain or
prohibit any or all of the Contemplated Transactions or to revoke or suspend any
material  license,  permit,  order or  approval  by  reason of any or all of the
Contemplated  Transactions;  nor shall there be any other  action or  proceeding
pending,  which action or other proceeding may, in the reasonable opinion of the
Investor,  result in a decision,  ruling, or finding that individually or in the
aggregate has or may reasonably be expected to have a Material Adverse Effect or
a material adverse effect on the validity or enforceability of this Agreement or
the ability of the Capri Companies to conduct the Business following the Closing
substantially  in the  manner  conducted  by the  Capri  Companies  prior to the
Closing,  or the  ability of the Capri  Companies  to perform  their  respective
obligations  under this Agreement and the other  Transaction  Agreements and any
other  agreement or  instrument  to be entered into  herewith or  therewith,  as
applicable.

          (i)  REGULATORY  APPROVALS.  All  material  licenses,  authorizations,
consents,  orders and  regulatory  approvals  of  Regulatory  Bodies,  including
without  limitation the consents of Fannie Mae,  Freddie Mac and HUD,  necessary
for the  consummation of the  Contemplated  Transactions  and the ability of the
Capri Companies to conduct the Business following the Closing and the closing of
the  exercise  of the  Options  and the  acquisition  of  Capri  Company  Equity
Interests  pursuant  thereto  substantially in the manner conducted by the Capri
Companies  prior to the Closing,  and without any material  restrictions  on, or
requirements in connection with (including without limitation additional capital
requirements),  the business they may conduct or the jurisdictions in which they
may conduct such business  other than those  applicable  to the Capri  Companies
immediately  preceding  the  Closing,  shall have been  obtained or continued on
terms  reasonably  satisfactory  to the  Investor and shall be in full force and
effect.

          (j) OTHER  CONSENTS.  Consents  or waivers  from  parties to  material
contracts,  agreements,  instruments or documents other than  Regulatory  Bodies
that are necessary for the consummation of the Contemplated Transactions and the
ability of the Capri  Companies to conduct the Business  following  the Closing,
and the closing of the  exercise of the  Options  and the  acquisition  of Capri
Company Equity Interests pursuant thereto  substantially in the manner conducted
by the Capri  Companies  prior to the Closing  shall have been obtained on terms
reasonably  satisfactory  to the  Investor and shall be in full force and effect
and signed copies thereof shall have been delivered to the Investor.

          (k) SECRETARY OF STATE CERTIFICATES.  The Investor shall have received
Certificates,  as of a recent date, of the Secretaries of State of the States of
Delaware  and  Illinois  and of each  state in which  the  Capri  Companies  are
qualified to do business as foreign corporations, limited liability companies or
limited partnerships showing the Capri Companies to be validly existing in their
respective  states  of  incorporation  or  formation  or  qualified  as  foreign
corporations,  limited liability companies or limited partnerships,  as the case
may be, and in good standing and showing that all franchise taxes required to be
paid and all  reports  required  to be filed have been duly paid and filed,  and
with respect to the  Certificate  of the  Secretaries  of State of the States of
Delaware  and  Illinois,  listing  all  charter  documents  filed and  attaching
certified copies thereof.

          (l) OFFICER'S CERTIFICATES OF CAPRI COMPANIES. The Investor shall have
received  a  certificate  signed by an  Authorized  Officer of each of the Capri
Companies  certifying  that  (i) no  document  has  been  filed  relating  to or
affecting the  Organizational  Documents of such Capri Company after the date of
the   Certificates   of  the  Secretaries  of  State  of  the  states  of  their
incorporation  or formation  furnished  pursuant to Section  3.1(k) above,  (ii)
attached to such certificate are true and complete copies of the  Organizational
Documents  of such Capri  Company,  as in full  force and effect on the  Closing
Date, and (iii)  attached to such  certificate  are true and complete  copies of
resolutions  adopted by such Capri Company's Governing Body, members (where such
members  are  individuals),  manager's  Governing  Body,  or  general  partner's
Governing  Body,  as  applicable,   authorizing  the  execution,   delivery  and
performance by such Capri Company of the Transaction Documents and documents and
agreements contemplated by Sections 3.1(a),(b) and (c) to which it is a party.

          (m) CLOSING  CERTIFICATIONS  OF THE ISSUERS.  The Investor  shall have
received  (i) a  certificate  signed  by each  of the  Capri  Principals  and an
Authorized  Officer  of CRC  certifying  that,  as of the  Closing  Date (A) the
conditions  set forth in  Sections  3.1(d),  (e),  (h) (in respect of actions or
proceedings involving Capri parties),  (i), (j), (n) and (o) have been satisfied
and (B) no  Default  or Event of  Default  exists  as of such  date and (ii) the
notice of election in respect of capital  contributions to Future Funds required
to be delivered on the Closing Date pursuant to Section 6.7(c)(ii).

                                       26
<PAGE>

          (n) ADVERSE ADVISORY CLIENT COMMUNICATION.  In respect of the Advisory
Business,  the Capri Companies shall not have received from clients representing
more than 10% of the  Advisory  Business  (calculated  by amount of assets under
management and commitments),  any  communication or other  information  (whether
written or, to the knowledge of the Issuers,  oral) that would lead a reasonable
person  to  conclude  that such  clients  will,  or are  reasonably  likely  to,
terminate their advisory  arrangements,  or reduce their assets under management
or their  commitments,  with the Capri  Companies  following  the Closing or the
exercise of either or both of the Options.

          (o)  MORTGAGE  BANKING  BUSINESS  COMMUNICATION.  In  respect  of  the
Mortgage Banking  Business,  except as set forth on SCHEDULE  3.1(o),  the Capri
Companies  shall  not have  received  from any of the  borrowers  or  purchasers
identified on SCHEDULE 4.26(B) any communication or other  information  (whether
written or, to the knowledge of the Issuers,  oral) that would lead a reasonable
person to conclude  that such  borrowers or purchasers  will, or are  reasonably
likely to, terminate or materially reduce their borrowings or purchases from the
Capri Companies following the Closing or the exercise of the CCLP Option.

          (p) HSR ACT.  Any  applicable  waiting  period under the HSR Act shall
have expired or been  terminated  and no government  action to delay or prohibit
the transactions contemplated by this Agreement shall have been commenced.

          (q) NO  MATERIAL  ADVERSE  CHANGE.  Between  January  1,  2004 and the
Closing Date, nothing shall have occurred which has had, or is reasonably likely
to  have,  a  material  adverse  effect  on the  business,  operations,  assets,
liabilities or prospects of the Capri Parties, taken as a whole.

     3.2 CONDITIONS TO THE CAPRI PARTIES'  OBLIGATIONS.  The  obligations of the
Capri Parties to effect the Closing shall be subject to the  satisfaction  at or
prior to the Closing of the following  conditions,  any one or more of which may
be waived by the Capri Parties:

          (a)   RELATED   DOCUMENTS.   The   Employment   Agreements   and   the
Non-Competition  Agreements  shall be in form and substance  satisfactory to the
Issuers.

          (b)  DELIVERY  OF  OPTION  DOCUMENTS.  All  documents  required  to be
delivered  to Investor  pursuant to Sections  7.1(j) and 7.2(g)  shall have been
duly executed and delivered to the Investor by each of the parties thereto.

          (c) NO INJUNCTION.  There shall not be in effect any injunction, order
or  decree  of a court  of  competent  jurisdiction  that  prohibits  or  delays
consummation of any or all of the Contemplated Transactions by the Investor, and
the Capri Parties  shall have  received a  certificate  to such effect dated the
Closing Date and signed by an officer of the Investor.

          (d)    REPRESENTATIONS,    WARRANTIES   AND   AGREEMENTS.    (i)   The
representations and warranties of the Investor set forth in this Agreement shall
be true and correct in all  material  respects as of the date of this  Agreement
and as of the Closing Date with the same force and effect as though made at such
time,  (ii) the  Investor  shall have  performed  and  complied in all  material
respects  with  the  agreements  contained  in  this  Agreement  required  to be
performed  and  complied  with by it prior  to the  Closing  and (ii) the  Capri
Parties shall have received a certificate to such effect signed by an officer of
the member of the Investor.

          (e) LEGAL  OPINION.  The Investor shall have received the opinion from
Proskauer Rose LLP, legal counsel to the Investor,  substantially in the form of
EXHIBIT W.

          (f) LITIGATION. No action or proceeding shall be pending or threatened
by or before any Person,  court or other  Regulatory Body seeking to restrain or
prohibit  or to recover  damages  in  respect of any or all of the  Contemplated
Transactions  or to revoke or suspend any  material  license,  permit,  order or
approval  by reason of any or all of the  Contemplated  Transactions;  nor shall
there by any other action or proceeding pending which action or other proceeding
may,  in the  reasonable  opinion of the Capri  Parties,  result in a  decision,
ruling,  or finding that  individually or in the aggregate has or may reasonably

                                       27
<PAGE>

be expected to have a material adverse effect on the validity or  enforceability
of this  Agreement  or the ability of the  Investor  to perform its  obligations
under this Agreement.

          (g)  REGULATORY  APPROVALS.  All  material  licenses,  authorizations,
consents,  orders and  regulatory  approvals  of  Regulatory  Bodies,  including
without  limitations the consents of Fannie Mae, Freddie Mac and HUD,  necessary
for the  consummation of the  Contemplated  Transactions  and the ability of the
Capri Companies to conduct the Business  following the Closing  substantially in
the manner  conducted by the Capri  Companies  prior to the Closing  shall be in
full force and effect  shall have been  obtained  on terms  satisfactory  to the
Capri Parties and shall be in full force and effect.

          (h)  OTHER  CONSENTS.  Consents  or  waivers  to  material  contracts,
agreements,  instruments or documents from parties other than Regulatory  Bodies
that are  required  in  connection  with the  consummation  of the  Contemplated
Transactions  by the Investor shall have been obtained on terms  satisfactory to
the Capri  Parties  and shall be in full  force and  effect  and  signed  copies
thereof shall have been delivered to the Capri Parties.

          (i) HSR ACT.  Any  applicable  waiting  period under the HSR Act shall
have expired or been  terminated  and no government  action to delay or prohibit
the transactions contemplated by this Agreement shall have been commenced.

                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF THE ISSUERS

          The  Issuers  jointly  and  severally  represent  and  warrant  to the
Investor as follows:

     4.1 ORGANIZATION OF THE CAPRI COMPANIES.

          (a)  SCHEDULE  4.1  correctly  sets  forth,  as to each  of the  Capri
Companies,  its jurisdiction of  incorporation or formation,  principal place of
business,  and each  jurisdiction  in which it is  qualified to do business as a
foreign  corporation,  partnership or limited liability company,  as applicable.
Except as set forth in SCHEDULE 4.1, the Capri  Companies have no  Subsidiaries,
nor do they own any equity interest in, or control  directly or indirectly,  any
other entity. Except as set forth in SCHEDULE 4.1, the Capri Companies are not a
party to any joint venture or partnership agreement.

          (b) Each of the Capri  Companies is a corporation,  limited  liability
company or limited  partnership,  as indicated on SCHEDULE 4.1, duly  organized,
validly  existing and in good  standing  under the laws of its  jurisdiction  of
incorporation or formation,  with full corporate,  limited  liability company or
limited  partnership  power and authority to own its properties and to engage in
its business as presently conducted, and is duly qualified, registered, licensed
or approved,  and in good standing as a foreign  corporation,  limited liability
company or limited  partnership under the laws of each jurisdiction in which the
ownership  of  its  property  or  the  conduct  of its  business  requires  such
qualification,  registration, licensing or approval, except where the failure to
be so  qualified,  registered,  licensed or  approved  would not have a Material
Adverse Effect.

          (c) The Capri Companies have delivered to the Investor true,  complete
and correct copies of each of the following  documents,  as presently in effect,
including  all  amendments  and  supplements  thereto:  (i) the  Certificate  of
Incorporation,  by-laws,  any stockholders'  agreements and voting trusts,  with
respect to each Capri Company which is a  corporation;  (ii) the  Certificate of
Formation and operating  agreement  and any similar  documents,  with respect to
each  Capri  Company  which  is a  limited  liability  company,  and  (iii)  the
Certificate of Limited  Partnership and agreement of limited partnership and any
similar  documents,  with  respect  to each  Capri  Company  which is a  limited
partnership.

     4.2 CAPITALIZATION.

          (a) The authorized and outstanding  capital stock,  limited  liability
company membership interests and partnership interests,  as applicable,  of each

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of the Capri  Companies  is as set forth on  SCHEDULE  4.2 (the  "CAPRI  COMPANY
EQUITY INTERESTS"), and all of the Capri Company Equity Interests have been duly
authorized and are fully paid and  nonassessable and have been validly issued in
compliance with all applicable federal and state securities laws. All holders of
the Capri Company Equity  Interests are set forth on SCHEDULE 4.2, and each such
holder owns the Capri  Company  Equity  Interests  set forth on such schedule of
record and beneficially,  free and clear of all Liens, except for Liens in favor
of the Investor,  any restrictions on transfer pursuant to applicable securities
laws and any restrictions on transfer pursuant to the respective  Organizational
Documents governing such Capri Company Equity Interests.

          (b)  Except as  disclosed  on  SCHEDULE  4.2,  except  for the  Credit
Enhancement  Clawback  Right,  and other than as contemplated by this Agreement,
there are no outstanding  options,  warrants,  rights  (including  conversion or
preemptive  rights and rights of first refusal or similar rights) or agreements,
orally or in  writing,  for the  purchase or  acquisition  from any of the Capri
Companies of any Capri  Company  Equity  Interests,  or  entitling  any party to
receive distributions on account of Capri Company Equity Interests.

          (c) Except as set forth on SCHEDULE 4.2,  none of the Capri  Companies
will  at the  Closing:  (i)  have  outstanding  any  capital  stock,  membership
interests,  partnership  interests  or  other  securities  convertible  into  or
exchangeable for any such stock or interests,  and no Person will have any right
to subscribe for or to purchase  (including by means of conversion or preemptive
rights) or have any options for the purchase of or any agreements  providing for
the issuance  (contingent  or  otherwise)  of, any calls,  commitments  or other
claims  of any  character  relating  to,  any  such  stock or  interests  or any
securities  convertible  into or  exchangeable  for any such stock or interests;
(ii) have any capital  stock,  membership  interests,  partnership  interests or
other securities  reserved for issuance for any purpose;  or (iii) be subject to
any  obligation  (contingent or otherwise) to issue any shares of capital stock,
membership interests or partnership  interests,  or any convertible  securities,
rights or  options of the type  described  in the  preceding  clause (i) of this
Section 4.2(c).

          (d) If the Investor  exercises the CCLP Option, all of the partnership
interests  in CCLP sold to the  Investor  pursuant  thereto (i) will be duly and
validly  issued,  fully paid and  non-assessable  (other  than in respect of any
obligations  to  make  capital  contributions  pursuant  to  the  Organizational
Documents of CCLP) (ii) will be free of any Liens,  except for any  restrictions
on transfer  pursuant to  applicable  securities  laws and any  restrictions  on
transfer pursuant to the Organizational  Documents of CCLP, and (iii) so long as
the  representations and warranties of the Investor contained in Section 5.4 are
true on the CCLP  Acquisition  Date,  shall be  issued  in  compliance  with all
applicable  federal and state securities  laws.  Except as set forth on SCHEDULE
4.2, and other than as contemplated  by this Agreement,  there are no agreements
to which any of the Capri  Parties  is a party  with  respect  to the  voting or
transfer of partnership interests in CCLP.

          (e) If the Investor  exercises the CCA Option,  all of the  membership
interests  in CCA sold to the  Investor  pursuant  thereto  (i) will be duly and
validly  issued,  fully paid and  non-assessable  (other  than in respect of any
obligations  to  make  capital  contributions  pursuant  to  the  Organizational
Documents of CCA under which the Investor  will have no  obligation  to make any
additional capital contributions without its consent),  (ii) will be free of any
Liens, except for any restrictions on transfer pursuant to applicable securities
laws and any restrictions on transfer pursuant to the  Organizational  Documents
of CCA, and (iii) so long as the  representations and warranties of the Investor
contained in Section 5.4 are true on the CCA Acquisition  Date,  shall be issued
in compliance with all applicable  federal and state securities laws.  Except as
set forth on SCHEDULE  4.2, and other than as  contemplated  by this  Agreement,
there  are no  agreements  to which  any of the Capri  Parties  is a party  with
respect to the voting or transfer of membership interests in CCA.

          (f) As of the date of this  Agreement and as of the Closing Date,  the
Indebtedness  outstanding  under the CAG Promissory  Note is  $1,000,000,  which
amount  will be funded from the  proceeds of the Loans on the Closing  Date into
escrow with JPMorganChase for the purpose of repaying such Indebtedness.

     4.3  AUTHORIZATION,  ENFORCEABILITY.  Each of the  Capri  Parties  has full
corporate,  limited  liability  company or limited  partnership,  as applicable,
power  and  authority  to  execute  and  deliver  this  Agreement  and the other
Transaction  Documents  and  Related  Documents  to which  it is a party  and to
perform  its  obligations  hereunder  and  thereunder.  All  corporate,  limited
liability company or limited partnership,  as applicable,  action on the part of

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<PAGE>

each of the Capri Companies and their respective officers,  directors,  managers
and equity holders  necessary for the  authorization,  execution and delivery of
this  Agreement and the other  Transaction  Documents  and Related  Documents to
which such Capri Company is a party,  and the  performance of all obligations of
the Capri  Companies  hereunder and  thereunder  has been taken or will be taken
prior to the Closing.  This  Agreement and the other  Transaction  Documents and
Related  Documents  each  constitutes,  or  when  executed  and  delivered  will
constitute,  a valid and legally  binding  obligation of the Capri Parties party
thereto, enforceable in accordance with its terms, except as such enforceability
may be limited by (i)  bankruptcy,  reorganization,  insolvency,  moratorium  or
other  laws  from  time to time in  effect  and  affecting  the  enforcement  of
creditors  rights  generally,  and (ii) the  power of a court to grant  specific
performance or any other similar remedy.

     4.4 NO CONFLICT.

          (a) Except as set forth on SCHEDULE 4.4(A),  neither the execution and
delivery  of this  Agreement,  the  other  Transaction  Documents  and the other
instruments  and  agreements  to be  executed  herewith  or  therewith  nor  the
consummation of any or all of the Contemplated  Transactions,  nor the operation
of the Business by the Capri Companies  following the Closing  substantially  in
the same manner as the  Business was  operated  prior to the  Closing,  will (i)
violate any provision of the  respective  Organizational  Documents of the Capri
Companies or (ii) violate,  or be in conflict  with, or constitute a default (or
an event  which,  with  notice  or lapse of time or  both,  would  constitute  a
default)  under,  or require any consent under, or result in the termination of,
or accelerate the performance  required by, or excuse  performance by any Person
of any of its obligations  under,  or cause the  acceleration of the maturity of
any debt or  obligation  pursuant to, or result in the creation or imposition of
any Lien upon any  property  or assets  of the Capri  Companies  or any of their
Affiliates under any agreement  required to be listed on SCHEDULE 4.15, or (iii)
assuming  that  all  consents,  approvals,  orders,  authorizations,   licenses,
permits,  filings and notices set forth on SCHEDULE  4.4(A) have been  obtained,
violate any statute or law or any judgment,  decree,  order,  regulation or rule
of,  or  agreement  with,  or  require  any  notice  to,  consent,  approval  or
authorization  of, or  declaration,  filing or  registration  with, any court or
other  Regulatory  Body  applicable  to any of the Capri Parties or any of their
respective  Affiliates,  except  where the  failure to obtain the same would not
result in a Material Adverse Effect.

          (b) The Issuers have delivered to the Investor true and correct copies
of the Credit Enhancement Documents.  The Credit Enhancement Documents have been
duly and  effectively  terminated and released and the Credit  Enhancers have no
further rights under or relating to the Credit Enhancement Documents, except for
the Credit Enhancement  Clawback Right. The Credit Enhancement Clawback Right is
the right  granted  by certain  of the Capri  Parties  to the  Credit  Enhancers
providing  for payment to the Credit  Enhancers  of a portion of the proceeds if
certain  subsequent  transactions  involving the acquisition of CCLP are entered
into (but excluding such  acquisitions by the party providing  financing for the
repayment  of the Bank  Term  Loan and the  payment  of the  Credit  Enhancement
Termination  Fee (as  defined in the  Transaction  Agreement)),  pursuant to the
Credit Enhancement  Clawback  Agreement.  The Credit Enhancement  Clawback Right
does not apply to any transfer to the Investor or its Affiliates of interests in
the Capri  Companies  as  contemplated  by this  Agreement  (including,  without
limitation, subsequent transfers to, or merger of CCLP and its Subsidiaries (not
including CCA and its Subsidiaries) with, as applicable,  PW Funding (so long as
PW Funding  remains an  Affiliate  of Investor  at the time of such  transfer or
merger)).

     4.5 FINANCIAL STATEMENTS; ASSETS.

          (a) CCLP AND ITS  SUBSIDIARIES.  The Capri Companies have delivered to
the  Investor  true  and  complete  copies  of  (i)  audited   consolidated  and
consolidating  balance sheets of CCLP and its  Subsidiaries at December 31, 2003
(the "CCLP BALANCE  SHEETS"),  and the related  consolidated  and  consolidating
audited  statements  of income,  equity and cash flows for the year then  ended,
together with the report thereon of independent  certified  public  accountants,
(ii) an unaudited  consolidated  balance sheet of CCLP and its  Subsidiaries  at
November 30, 2004 (the "CCLP INTERIM BALANCE  SHEET") and the related  unaudited
consolidated  statements of income,  equity and cash flows for the eleven months
then ended.  Such financial  statements and notes fairly present in all material
respects  the  financial  condition  and results of  operations  of CCLP and its
Subsidiaries  as at the  respective  dates  thereof and for the periods  therein
referred to (subject, in the case of the interim statements,  to normal year-end
adjustments and the absence of notes),  all in accordance with GAAP consistently
applied throughout the periods involved (except as may be indicated in the notes
thereto).

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<PAGE>

          (b) CCA AND ITS  SUBSIDIARIES.  The Capri  Companies have delivered to
the  Investor  true  and  complete  copies  of  (i)  audited   consolidated  and
consolidating  balance sheets of CCA and its  Subsidiaries  at December 31, 2003
(the "CCA  BALANCE  SHEETS" and,  together  with the CCLP  Balance  Sheets,  the
"BALANCE  SHEETS"),  and the  related  consolidated  and  consolidating  audited
statements  of income,  equity and cash flows for the year then ended,  together
with the report thereon of independent  certified  public  accountants,  (ii) an
unaudited consolidated balance sheet of CCA and its Subsidiaries at November 30,
2004 (the "CCA  INTERIM  BALANCE  SHEET"  and,  together  with the CCLP  Interim
Balance  Sheet,  the  "INTERIM  BALANCE  SHEETS")  and  the  related   unaudited
consolidated  statements of income,  equity and cash flows for the eleven months
then ended.  Such financial  statements and notes fairly present in all material
respects  the  financial  condition  and  results of  operations  of CCA and its
Subsidiaries  as at the  respective  dates  thereof and for the periods  therein
referred to (subject, in the case of the interim statements,  to normal year-end
adjustments and the absence of notes),  all in accordance with GAAP consistently
applied throughout the periods involved (except as may be indicated in the notes
thereto).

          (c) Each of Associates and Finance are, and at the Closing will be, in
substantial compliance with, the Mortgage Loan Investor Financial  Requirements,
and  except  as  set  forth  in  SCHEDULE   4.5(C),   there  has  been  no  past
non-compliance  by  Associates  or  Finance  with  any  Mortgage  Loan  Investor
Financial Requirements,  except for any past non-compliance which has been cured
and in respect of which there is no  reasonable  likelihood  of any notice being
given or action being taken by the  applicable  Mortgage Loan  Investor.  At the
Closing, each of Associates and Finance will have assets sufficient to enable it
to conduct the Mortgage  Banking Business in the manner conducted by it prior to
the Closing.

          (d) At the Closing, each of Associates and Finance will have an amount
of cash  sufficient  to  enable  it to meet all of its  Mortgage  Loan  Investor
Financial Requirements.

          (e)  Based  on the  EBITDA  of CCA and CCLP  through  the date of this
Agreement, and the Issuers' estimate of future EBITDA of CCA and CCLP, for which
the Issuers have a reasonable  basis,  the Issuers  reasonably  believe that the
Combined EBITDA, when calculated in accordance with this Agreement,  will be not
less than $9,473,684.21.

          (f) Notwithstanding the foregoing, the Investor acknowledges that, for
purposes of this Section 4.5 only, CUC and CCM shall be deemed  Subsidiaries  of
CCLP for all  periods  ending  on or prior to June 30,  2004 and shall be deemed
Subsidiaries of CCA for all periods commencing on or after June 30, 2004.

     4.6 BOOKS AND RECORDS.  The books of account,  minute  books,  stock record
books and other  records  of the Capri  Companies,  all of which  have been made
available to the Investor, are complete and correct in all material respects and
have been maintained in accordance with sound business practices.

     4.7 NO  UNDISCLOSED  LIABILITIES.  Except as set forth in SCHEDULE 4.7, (i)
CCLP and its  Subsidiaries  have (A) no  liabilities  of any  nature  (absolute,
accrued, contingent or otherwise), which are required by GAAP to be reflected or
reserved  against  in a  balance  sheet or notes  thereto,  that  were not fully
reflected  or  reserved  against in the CCLP  Interim  Balance  Sheet and (B) no
Indebtedness  which is not required by GAAP to be reflected or reserved  against
in a balance sheet or notes thereto,  and (ii) CCA and its Subsidiaries have (A)
no liabilities of any nature (absolute, accrued, contingent or otherwise), which
are required by GAAP to be reflected or reserved  against in a balance  sheet or
notes  thereto,  that were not fully  reflected  or reserved  against in the CCA
Interim Balance Sheet and (B) no  Indebtedness  which is not required by GAAP to
be reflected or reserved against in a balance sheet or notes thereto,  except in
the case of the preceding clauses (i)(A) and (ii)(A),  for liabilities  incurred
in the ordinary  course of business and consistent with past practice (in nature
and scope) since the respective dates thereof,  and, to the Issuers'  knowledge,
except as contemplated by this Agreement,  no existing  condition,  situation or
circumstances  exists  which  could  reasonably  be  expected  to  result in any
liabilities  of the type  referred to in the preceding  clauses  (i)(A) and (ii)
(A).

     4.8 ABSENCE OF CERTAIN  CHANGES.  Except as set forth in SCHEDULE 4.8 or as
contemplated  by this  Agreement,  since  August  31,  2004  there has not been,
occurred  or arisen  and there has been no event  which has  resulted  in,  with
respect to the Capri Companies:

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<PAGE>

          (a) any  declaration,  setting  aside,  or payment of any  dividend or
other distribution in respect of any equity securities of the Capri Companies or
any direct or indirect redemption,  purchase or acquisition by any person of any
such  securities  or of any interest in or right to acquire any such  securities
except as expressly permitted by this Agreement;

          (b)  any  damage,  destruction  or  loss  of  any  assets,  rights  or
properties  of the Capri  Companies  material  to the  conduct  of the  Business
(whether or not covered by insurance);

          (c) any  incurrence  or assumption  of any  indebtedness  for borrowed
money or the  guaranty  by the  Capri  Companies  of any  indebtedness  or other
obligation of another Person other than in the ordinary course of business;

          (d) any assets,  rights or properties of the Capri Companies  material
to the conduct sof the  Business  being  subjected to any Lien other than in the
ordinary course of business consistent with past practice;

          (e) the cancellation of any debts to or waiver of any claims or rights
of value to the Capri Companies or compromises of accounts receivable other than
in the ordinary course of business consistent with past practice;

          (f) the transfer or other  disposition of any of the Capri  Companies'
assets,  rights or properties material to the conduct of the Business other than
sales of Warehouse Loans in the ordinary course of business consistent with past
practice;

          (g) the sale or transfer of the rights to service any  mortgage  loan,
whether or not sold or transferred in connection  with the sale of any Warehouse
Loan;

          (h) any increase by the Capri Companies in the  compensation of any of
their respective  employees  (including any such increase pursuant to any of the
Plans),  other than increases in the compensation of non-executive  employees in
the ordinary course of business consistent with past practice;

          (i) the purchase of any  properties  or assets or the entering into of
any  contract  or  commitment,  other than in the  ordinary  course of  business
consistent with past practice;

          (j) the making of any loan or the extension of any credit,  other than
the  making of  Warehouse  Loans or  Serviced  Loans in the  ordinary  course of
business consistent with past practice;

          (k) any payment,  loan,  advance or capital  contribution  made by the
Capri  Companies  of any amount to, or the lease by the Capri  Companies  of any
properties or assets to or from, or the entering into of any other  agreement or
arrangement with, any Related Party;

          (l) any sale,  transfer,  assignment  or conveyance of any property or
asset to, or the purchase or  acquisition of any property or assets from, or any
other transaction or commitment with, any Related Party;

          (m) any reductions in assets under management for,  commitments of, or
fees payable by, Advisory Clients, or reductions in Promotes;

          (n) any  modification  to any  Investment  Advisory  Contract which is
adverse to the Capri Companies;

          (o) any  changes in  investment  programs  offered or  marketed by the
Capri Companies;

          (p) any withdrawals from Custodial Accounts other than in the ordinary
course of business; or

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<PAGE>

          (q) any agreement, commitment or understanding,  whether in writing or
otherwise, to do any of the foregoing.

     4.9 NO MATERIAL ADVERSE CHANGE. Since December 31, 2003, there has not been
any fact, event, change, circumstance or effect that would constitute a Material
Adverse Effect.

     4.10 TITLE; LIENS; CONDITION; INTELLECTUAL PROPERTY; ACCOUNTS RECEIVABLE(a)
Except as set forth in SCHEDULE 4.10 (A), none of the Capri Companies other than
Capri Franklin Park own any real property.  SCHEDULE  4.10(A) lists (i) all real
property owned, leased or occupied by the Capri Companies or Capri Franklin Park
(the "CAPRI REAL PROPERTY"),  (ii) all material  computer  equipment and systems
used in the Advisory Business,  under the heading "Advisory Business," (iii) all
material  computer  equipment and systems used in the Mortgage Banking Business,
under the heading "Mortgage Banking Business," and (iv) all personal property or
interests  therein  owned or leased by the Capri  Companies  and  having a value
(individually,  or in case of a group of related properties or interests, in the
aggregate)  in excess of $25,000,  and in respect of each of the  foregoing  (i)
through (iv), the description of such property on SCHEDULE  4.10(A) is marked to
show whether such  property is owned,  leased or licensed,  and  identifies  the
applicable owner, lessor or licensor.

          (b) All assets,  rights and properties set forth on SCHEDULE  4.10(A),
(i)  if  indicated  on  such  Schedule  as  owned  by  CCLP  and/or  any  of its
Subsidiaries  are owned  thereby  free and clear of all  Liens,  except for CCLP
Permitted Liens,  except only for certain  non-material  assets owned by CCA and
used in the  Mortgage  Banking  Business  on a DE  MINIMIS  basis,  and  (ii) if
indicated  on such  Schedule  as leased or  licensed  by CCLP  and/or any of its
Subsidiaries  are leased or licensed  thereby.  All assets reflected on the CCLP
Interim Balance Sheet as owned by CCLP and its  Subsidiaries  are owned thereby,
free and clear of Liens other than CCLP Permitted Liens.

          (c)  CCLP  and  its  Subsidiaries  own or  are  licensed  to  use  all
Proprietary  Rights  necessary for the conduct of, and all material  Proprietary
Rights used in, the Mortgage  Banking Business as heretofore  conducted,  and as
presently   contemplated.   Except  as  set  forth  in  SCHEDULE  4.10(C),   the
consummation of the Contemplated  Transactions will not alter or impair any such
Proprietary  Rights;  no written  claims,  or, to the  knowledge of the Issuers,
non-written claims, have been asserted by any Person objecting to the use of any
such   Proprietary   Rights  or  challenging  or  questioning  the  validity  or
effectiveness  of any such licenses or agreements,  and, to the knowledge of the
Issuers,  there  is no  valid  basis  for any such  claim;  and to the  Issuers'
knowledge the use of such  Proprietary  Rights by the Capri  Companies  does not
violate or infringe the rights of any Person.  Neither the Capri  Companies  nor
any other Person is in default under any license or other agreement  relating to
such Proprietary Rights, and, to the knowledge of the Issuers, all such licenses
and agreements  are valid,  enforceable  and in full force and effect.  SCHEDULE
4.10(C) contains a complete list and description of all such Proprietary  Rights
registered by CCLP and its Subsidiaries or as to which CCLP and its Subsidiaries
have filed an application for registration.

          (d) All assets,  rights and properties set forth on SCHEDULE  4.10(A),
(i)  if  indicated  on  such  Schedule  as  owned  by  CCA  and/or  any  of  its
Subsidiaries,  are owned  thereby  free and clear of all  Liens,  except for CCA
Permitted Liens,  except only for certain  non-material assets owned by CCLP and
its  Subsidiaries  and used in the Advisory  Business on a DE MINIMIS basis, and
(ii) if  indicated  on such  Schedule as leased or licensed by CCA and/or any of
its Subsidiaries,  are leased or licensed  thereby.  All assets reflected on the
CCA  Interim  Balance  Sheet  as  owned by CCA and its  Subsidiaries  are  owned
thereby, free and clear of Liens other than CCA Permitted Liens.

          (e) CCA owns or is licensed to use all  Proprietary  Rights  necessary
for the conduct of, and all  material  Proprietary  Rights used in, the Advisory
Business as heretofore conducted,  and as presently contemplated.  Except as set
forth in SCHEDULE  4.10(E),  the consummation of the  Contemplated  Transactions
will not alter or impair any such Proprietary  Rights; no written claims, or, to
the  knowledge of the Issuers,  non-written  claims,  have been  asserted by any
Person  objecting to the use of any such  Proprietary  Rights or  challenging or
questioning  the validity or  effectiveness  of any such licenses or agreements,
and,  to the  knowledge  of the  Issuers,  there is no valid  basis for any such
claim; and to the Issuers'  knowledge the use of such Proprietary  Rights by the
Capri  Companies does not violate or infringe the rights of any Person.  Neither
the Capri  Companies  nor any other  Person is in default  under any  license or
other agreement  relating to such Proprietary  Rights,  and, to the knowledge of
the Issuers, all such licenses and agreements are valid, enforceable and in full
force and effect.  SCHEDULE  4.10(E) contains a complete list and description of
all such  Proprietary  Rights  registered by CCA or as to which CCA has filed an
application for registration.

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          (f) The furniture, fixtures and equipment owned or leased by the Capri
Companies  and  material to the conduct of the  Business  are  adequate  for the
present and  contemplated  uses to which they are being, or are  contemplated to
be,  put,  and  none of such  furniture,  fixtures  or  equipment  is in need of
maintenance or repairs except for ordinary, routine maintenance and repairs that
are not  material in nature or cost.  Except as set forth in  SCHEDULE  4.10(F),
none of the Capri Companies has been notified in writing or, to the knowledge of
the Issuers, orally, that it is in violation of any applicable building, zoning,
anti-pollution, health or other law, ordinance or regulation and to the Issuers'
knowledge no such violation exists.

          (g) All accounts receivable of the Capri Companies have been earned in
the ordinary  course of business and,  except as set forth on SCHEDULE  4.10(G),
are current. Except as set forth on SCHEDULE 4.10(G), all accounts receivable of
the Capri  Companies  are  collectible  by the Capri  Companies  in the ordinary
course of business  within 90 days and without  condition or setoff,  net of any
reserves  established therefor on the Interim Balance Sheets, which reserves are
adequate and have been calculated consistent with past practice.

     4.11 CAPRI REAL PROPERTY.  Except as set forth in SCHEDULE  4.10(A),  Capri
Franklin  Park has good and  marketable  title in fee  simple to the Capri  Real
Property owned by it, free and clear of all Liens. With respect to each lease or
sublease listed on SCHEDULE 4.10(A),  the obligations of the Capri Company party
thereto and, to the knowledge of the Issuers, the obligations of the other party
thereto,  are, and  following  the Closing will  continue to be,  legal,  valid,
binding,  enforceable  and in full  force  and  effect.  All of the  Capri  Real
Property owned by Capri Franklin Park is in good and usable  condition.  None of
the Capri Real  Property  owned by Capri  Franklin Park is or will be subject to
zoning, use or building code restrictions which would prohibit,  and no state of
facts exists which would prevent, the continued effective ownership,  leasing or
use of  such  real  property  in the  business  of  Capri  Franklin  Park as now
conducted and proposed to be conducted.  The Capri Real Property constitutes all
real property  which is necessary to the business of the Capri  Companies as now
conducted and proposed to be conducted.

     4.12 ENVIRONMENTAL MATTERS. To the knowledge of the Issuers:

          (a) The current and past operations of the Capri Companies,  including
any operations at or from the Capri Real Property or any real property  formerly
owned, used, leased, occupied, managed or operated by the Capri Companies, Capri
Funds or Separate  Accounts,  are conducted and have at all times been conducted
in material  compliance with all applicable  Environmental Laws, and in a manner
that is not reasonably  likely to result in the  imposition of an  Environmental
Liability  on the present or former  owner,  manager,  or operator of such Capri
Real Property or any real  property  formerly  owned,  used,  leased,  occupied,
managed or operated by the Capri Companies, Capri Funds or Separate Accounts.

          (b) None of the Capri Real  Property  nor any real  property  formerly
owned, used, leased, occupied, managed or operated by the Capri Companies, Capri
Funds or Separate  Accounts,  is listed or proposed  for listing on the National
Priorities   List  pursuant  to  the   Comprehensive   Environmental   Response,
Compensation  and Liability Act ("CERCLA"),  42 U.S.C.  ss. 9601 et seq., or any
similar inventory of sites requiring  investigation or remediation maintained by
any state or locality.  None of the Capri Companies has received any notice from
any  governmental  entity or other person or entity of any actual or  threatened
Environmental Liabilities or obligation to investigate,  take corrective action,
remediate  or  monitor  with  respect  to the Capri  Real  Property  or any real
property  formerly owned,  used,  leased,  occupied,  managed or operated by the
Capri  Companies,  Capri  Funds  or  Separate  Accounts,  which  notice  remains
outstanding and unresolved.

          (c) There are no  underground  storage  tanks or Hazardous  Substances
(other  than  Hazardous  Substances  stored and  maintained  in  accordance  and
compliance with all applicable Environmental Laws for use in the ordinary course
of business of the Capri  Companies) in, on, over,  under or at any of the Capri
Real Property or any property owned by a Capri Fund or Separate Account.

          (d) There are no conditions existing at the Capri Real Property or any
property owned by a Capri Fund or Separate  Account that require,  or which with
the giving of notice may  require  remedial  or  corrective  action,  removal or
closure pursuant to the Environmental Laws.

          (e) Each of the Capri Companies, Capri Funds and Separate Accounts has
all the material  permits  necessary for the conduct of the Business and for the

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operations  on, in or at the  Capri  Real  Property  which  are  required  under
applicable  Environmental Laws (the "ENVIRONMENTAL  PERMITS") and is in material
compliance with the terms and conditions of all such  Environmental  Permits and
after  consummation of the  Contemplated  Transactions  the Capri Companies will
remain  capable  of  continued  operation   consistent  with  past  practice  in
compliance with the Environmental Permits and applicable Environmental Laws.

          (f) The Capri  Companies  have  provided  to the Lender  all  material
environmental reports, assessments,  audits, studies,  investigations,  data and
other written environmental  information in its custody or possession concerning
the Capri  Companies and the Capri Real Property or any real property  currently
or formerly  owned,  used,  leased,  occupied,  managed or operated by the Capri
Companies, Capri Funds or Separate Accounts.

          (g) None of the Capri Companies,  Capri Funds or Separate Accounts has
contractually, or by operation of law, assumed or succeeded to any Environmental
Liabilities of any predecessors or any other person or entity.

     4.13 LITIGATION.  Except as set forth in SCHEDULE 4.13, there is no action,
suit, inquiry,  proceeding or investigation by or before any court or Regulatory
Body  pending or, to the  knowledge of the  Issuers,  threatened  (i) against or
involving any of the Capri Parties,  any Capri Fund or Separate Account, or (ii)
which questions or challenges the validity of this Agreement or the Contemplated
Transactions,  or any action taken or to be taken by the Capri Parties  pursuant
to this Agreement or in connection with the Contemplated Transactions. Except as
set forth in SCHEDULE  4.13,  the Capri  Parties  have not  received any written
notice or, to the knowledge of the Issuer, any non-written  notice, of any event
or occurrence which could result in any such action,  suit, inquiry,  proceeding
or investigation  nor is there any valid basis for such action,  suit,  inquiry,
proceeding or  investigation.  Except as described in SCHEDULE 4.13, none of the
foregoing if adversely determined would impair the right or ability of the Capri
Companies,  the Capri Funds or the  Separate  Accounts to carry on the  Business
after the Closing or after the exercise by the Investor of the Options, or would
adversely  affect the  Business and  condition of the Capri  Companies or of any
Capri Fund or Separate  Account.  Except as set forth in SCHEDULE 4.13,  none of
the Capri  Companies,  nor the Capri Principals in connection with the Business,
are subject to any judgment, order or decree.

     4.14 TAXES.

          (a) The  Capri  Companies  have  filed or will  file  within  the time
prescribed  by law all federal  income Tax Returns  and all other  material  Tax
Returns required to be filed on or prior to the Closing Date with respect to the
Capri   Companies  with  the   appropriate   governmental   authorities  in  all
jurisdictions  in which such Tax Returns are required to be filed.  All such Tax
Returns are or will be true, correct and complete in all material respects. True
and  complete  copies of all such Tax Returns for taxable  periods  ending on or
after December 31, 2001 have been  delivered to the Investor.  Copies of any Tax
Returns  for  periods  which  include  the  Closing  Date,  but  which  are  due
thereafter,  shall be furnished to the Investor by the Capri  Companies at least
30 days prior to the filing  thereof  for the  Investor's  review.  Any such Tax
Returns  shall be  prepared  in a manner  that,  to the extent  consistent  with
applicable  laws and  regulations,  is consistent  with the positions  taken and
accounting  methods  employed by the Capri  Companies prior to the Closing Date.
All material Taxes  required to be paid by the Capri  Companies have been timely
paid in full to the appropriate governmental authorities, and the Balance Sheets
and the Interim Balance Sheets reflect  adequate  reserves for the amount of any
accrued  but unpaid  Taxes.  All  material  Taxes  required to be  collected  or
withheld by the Capri  Companies have been timely  collected or withheld and any
such amounts  required to be remitted to any taxing  authority  have been timely
remitted.

          (b) None of the Capri  Companies  has  obtained an  extension  for the
filing of any Tax Return,  which Tax Return has not yet been filed, or consented
to any extension of any applicable statute of limitations in connection with the
filing of any Tax Returns or the payment of the Taxes  claimed due.  None of the
Capri  Companies  has received any written  notice,  or to the  knowledge of the
Issuers, any oral notice of any failure to file any Tax Return or failure to pay
any Taxes.  None of the Issuers is the  subject of any Tax audit or  examination
that is pending or, to the knowledge of the Issuers,  threatened in writing, nor
is a party to any proceeding or inquiry by any governmental  authority  relating
to the  assessment  or the  collection  of  Taxes,  nor has any  material  claim
relating to the  assessment or the  collection of Taxes been asserted in writing
or,  to the  knowledge  of  the  Issuers,  otherwise  against  any of the  Capri
Companies.  There are no liens for Taxes  that are due and  unpaid on any of the
Capri Companies'  assets.  The Tax Returns filed by the Capri Companies have not
been audited by the relevant tax authority for any fiscal year ended on or after
December 31, 2001, which are the only fiscal years which are open and subject to
audit or for which the statute of  limitations  for claims for tax  deficiencies
have not yet expired.  None of the Capri Companies has ever been included in any

                                       35
<PAGE>

consolidated  or combined  tax return with any other entity or is a party to any
tax allocation,  tax sharing or tax indemnification  agreement. There are no tax
rulings,  requests  for  rulings or  closing  agreements  relating  to the Capri
Companies  that could affect their  liability for Taxes for any period after the
Closing  Date.  None of the Capri  Companies  will be required to include in the
gross  income of a taxable  period  ending after the Closing Date income or gain
attributable  to a prior  taxable  period that was not  recognized in that prior
taxable period as a result of the  installment  method,  the completed  contract
method, the cash method of accounting or a change of accounting method.  None of
the Capri  Companies  (other  than CPC and CAI) has (i) filed an  election to be
treated as an electing  large  partnership  within the meaning of Section 775 of
the Code;  (ii) filed an  election  to be treated  as a  corporation  within the
meaning  of Section  7701 of the Code and the  Treasury  Regulations;  and (iii)
taken any  actions  that  would  cause it to be  treated  as a  publicly  traded
partnership  taxable as a corporation  within the meaning of Section 7704 of the
Code.

     4.15 CONTRACTS AND COMMITMENTS. SCHEDULE 4.15 contains a true, complete and
accurate list of all material contracts, agreements, understandings, commitments
and other obligations (whether written or oral) to which the Capri Companies are
a party or by which any of the  assets,  rights or  properties  material  to the
conduct of the  Business  are bound,  including  without  limitation  all of the
contracts, agreements, understandings,  commitments and other obligations listed
below,  other  than (1)  commitments,  loan and  security  documents  and  other
customary  closing  documents  relating to  Warehouse  Loans or Serviced  Loans,
provided  that such  commitments  or  documents  do not contain  any  burdensome
obligation on the part of the Capri Companies not  customarily  included in such
commitments  or  documents,  and do not include any  commitments  outside of the
ordinary  course of  business  with  respect to the  origination  or purchase of
future  mortgage loans or the terms on which such future mortgage loans are made
or purchased, and (2) leases, subleases or rental or use agreements,  contracts,
commitments,  covenants or  obligations  (A)  involving  payments to or from the
Capri  Companies  of less  than  $25,000,  (B)  not  containing  any  burdensome
obligations  on the part of the Capri  Companies  not  customarily  included  in
agreements  of similar  nature,  (C) that by their  respective  terms  expire or
terminate or are terminable by the Capri Companies,  without penalty, premium or
other  liability  within  forty-five (45) days, and (D) not described in clauses
(b) through (l) below and, except as set forth in SCHEDULE 4.15, true,  complete
and correct copies of each contract,  agreement,  understanding,  commitment and
other  obligation  listed in SCHEDULE 4.15 have previously been delivered by the
Capri Companies to the Investor:

          (a) all  leases,  subleases  or rental or use  agreements,  contracts,
commitments, covenants or obligations;

          (b) any contracts,  agreements,  commitments or other obligations with
officers, employees, agents, consultants or advisors;

          (c) indentures,  notes, loans,  letters of credit or credit agreements
or other contracts, agreements, commitments or other obligations with respect to
Indebtedness; any guarantee of, or contract, agreement, commitment or obligation
to acquire  any  Indebtedness  of  others;  and any other  contract,  agreement,
commitment  or  other  obligation  under  which  the  Capri  Companies  has  any
obligations or liabilities (whether absolute,  accrued, contingent or otherwise)
as guarantor, surety, co-signer,  endorser, co-maker or indemnitor in respect of
the obligation of any Person;

          (d) any security  agreement,  mortgage or other  contract,  agreement,
commitment or obligation that creates or may create a Lien on any of the assets,
rights or properties material to the conduct of the Business;

          (e) any outstanding agreement,  contract,  commitment or obligation as
to loans,  advances or capital  contributions  made, or to be made, by the Capri
Companies to any Person;

          (f) contracts,  agreements,  commitments or other obligations with any
Person  containing  any provision or covenant  limiting the ability of the Capri
Companies  to engage in any line of  business  or to  compete  with or to obtain
products  or services  from any Person or limiting  the ability of any Person to
compete  with or to provide  products  or  services  to, or obtain  products  or
services from, the Capri Companies;

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<PAGE>
s
          (g)  agreements  relating  to  the  purchase,   sale,  origination  or
servicing of any mortgage  loans,  or agreements  which require the payment of a
commission or other payment in connection with the purchase, sale or origination
of any mortgage loan and any other agreement or arrangement with a Mortgage Loan
Investor or relating to a Serviced Loan or a Warehouse Loan;

          (h) agreements with Advisory Clients;

          (i)  agreements  under  which  any  Person  provides  services  to any
Advisory  Clients (or Capri Fund or Separate  Account)  in  connection  with any
investments made or acquired under Investment  Advisory  Contracts,  under which
there are any limits on the Capri  Companies' right or ability to terminate such
agreements;

          (j) agreements pursuant to which any Person is entitled to commissions
or fees in connection with referring or bringing  Advisory Clients or Investment
Advisory Contracts to the Capri Companies;

          (k) any compensating  balance agreements or arrangements with any bank
or lender; and

          (l) all other contracts, agreements, commitments, or other obligations
(i) outside of the  ordinary  course of business or (ii)  whether or not made in
the ordinary course of business, which are material to the Capri Companies.

The documents  listed on SCHEDULE 4.15 are set forth  separately for each of the
Capri Companies.

     4.16 INVESTMENT  ADVISORY  CONTRACTS AND PROGRAMS(a) The names,  addresses,
amounts under management,  commitments and fee arrangements  (including specific
identification of all Promotes,  the manner in which they will be determined and
paid,  and any conditions to such payment and/or events causing a termination of
such payment) of all parties to the Investment  Advisory  Contracts in effect as
of the date of this Agreement are listed on Part A of SCHEDULE  4.16(A),  all of
such Investment  Advisory  Contracts relate to Capri Funds or Separate  Accounts
set forth on SCHEDULE 4.18, and except for such Investment  Advisory  Contracts,
none of the Capri  Companies is party to any agreement or  arrangement  with any
Person relating to the provision of investment advisory services.  Except as set
forth on Part B of SCHEDULE 4.16(A), as of the date hereof, none of such parties
has advised CCA in writing, or, to the knowledge of the Issuers,  orally, (x) of
its  intent  to  reduce  the  assets  under  CCA's  management,  to  reduce  its
commitments  to make or acquire  investments  pursuant  to  Investment  Advisory
Contracts or to terminate its Investment Advisory Contract,  nor is CCA aware of
any condition or circumstances reasonably likely to result in any such reduction
or termination, or (y) of any, or its intent to effect any, modifications of fee
arrangements,  investment  objectives or parameters,  or terms of any Investment
Advisory  Contract.  Assuming due  authorization and execution by the respective
clients party  thereto,  each of such  Investment  Advisory  Contracts is valid,
binding and  enforceable in accordance  with its terms.  No Investment  Advisory
Contract will be terminated by the execution and delivery of this  Agreement and
by the consummation of the Contemplated Transactions except for those Investment
Advisory Contracts for which a consent set forth on SCHEDULE 4.4(A) has not been
obtained.  There have been previously furnished to the Investor true and correct
copies of each Investment  Advisory Contract.  CCA is not in default nor does it
have  knowledge  of any fact or event  which with or without  notice  and/or the
lapse of time would  constitute a default by CCA under any  Investment  Advisory
Contract.

          (b)  SCHEDULE  4.16(B)  sets  forth a true  and  complete  list of all
investment  programs currently being offered or marketed by the Capri Companies,
and identifies  (including by date of distribution)  all offering  memoranda and
other documents setting forth the terms of such investment  programs.  The terms
of all such investment  programs are as set forth in the offering  memoranda and
other  documents  identified on SCHEDULE  4.16(B),  true and complete  copies of
which have been delivered to the Investor.

     4.17 INVESTMENT ADVISOR GOVERNMENTAL REGISTRATION.

          (a) Each of CCA,  CCLP  and CCM is duly  registered  as an  investment
adviser under the  Investment  Advisers Act of 1940,  as amended (the  "ADVISERS
ACT"), and under applicable  state statutes,  and has been so registered  during
all periods  when  required to be so  registered  pursuant to the  Advisers  Act

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<PAGE>

and/or  applicable  state statutes.  SCHEDULE 4.17(A) hereto lists the states in
which each of CCA, CCLP and CCM is so registered and the corresponding  dates of
initial registration.

          (b) The Issuers  have  delivered  to the  Investor a true and complete
conformed  copy of the current Forms ADV filed by each of CCA, CCLP and CCM with
the  SEC,  and CCA,  CCLP and CCM will  make  available  for  inspection  by the
Investor  all state  registration  forms and all reports  required to be kept by
them  since  December  31,  1999 by the  Advisers  Act,  the  rules  promulgated
thereunder and similar state  statutes  where any of them is so registered.  The
information  contained  in such forms and reports  was true and  complete at the
time of filing, and all amendments or supplements  thereto required to have been
filed,  have been filed and none of such forms and reports (and  amendments  and
supplements thereto), contained any untrue statement of material fact or omitted
to state any material fact necessary,  in light of the circumstances under which
it was made, in order to make the statements therein not misleading.

          (c) CCA, CCLP and CCM have delivered to the Investor true and complete
copies of all Forms ADV part 2, brochures and written disclosure statements used
by them to comply  with Rule  204-3  under the  Advisers  Act.  The  information
contained in such forms,  brochures and written  disclosure  statements  did not
contain any untrue statement of material fact or omit to state any material fact
necessary,  in light of the  circumstances  under which it was made, in order to
make the statements therein not misleading.

          (d) None of the Capri Parties or, to the Issuers' knowledge, any Capri
Fund, or other Person  "associated" (as defined under the Advisers Act) with the
Capri Parties,  has been convicted of any crime or is or has been subject to any
disqualification  that would be a basis for denial,  suspension or revocation of
registration  of an investment  adviser under Section 203(r) of the Advisers Act
or Rule  206(4)-4(b)  thereunder,  and to the  knowledge of Issuers  there is no
basis for, or proceeding or  investigation  that is reasonably  likely to become
the basis for, any such disqualification, denial, suspension or revocation.

          (e) None of the Capri Companies,  nor any entity established  pursuant
to any  Investment  Advisory  Contract,  is an "investment  company"  within the
meaning of the Investment Company Act.

          (f)  Except as set forth in  SCHEDULE  4.17(F)  hereto  and except for
remuneration paid to officers, directors, members and employees of CCA, CCLP and
CCM, none of them within the past five years has paid, or currently is paying or
has an  obligation  to pay in the future  (including  obligations  of  officers,
directors,  members  and  employees  thereof),  any  cash fee  with  respect  to
solicitation  activities,  capital  contributions  or assets under management of
Advisory  Clients,  directly  or  indirectly  to  any  Person  who  directly  or
indirectly  solicits any client for or refers any client to any of them.  Copies
of any  written  agreements  with  respect to  solicitation  activities  or such
capital  contributions  or assets under management to which CCA, CCLP or CCM (or
any officers, directors, members or employees thereof) is a party are annexed to
such Schedule.

          (g)  Except  as set  forth  in  SCHEDULE  4.17(G),  each of the  Capri
Companies either:  (i) has not been audited or investigated by the SEC, (ii) has
been audited by the SEC and no  unfavorable  comments were received or (iii) has
been audited by the SEC and  unfavorable  comments have been fully  addressed by
such Capri Company.

          (h) Except as set forth in SCHEDULE 4.17(H) hereto,  none of the Capri
Companies has received any written complaints of customers.  The Capri Companies
will make available for inspection by the Investor all such written complaints.

     4.18 CAPRI FUNDS.

          (a) SCHEDULE  4.18(A) sets forth a true and complete list of all Capri
Funds and Separate Accounts existing or being marketed or sold as of the date of
this Agreement.

          (b) Each Capri Fund is duly  organized,  validly  existing and in good
standing under the laws of the  jurisdiction  of its  organization  and has full

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<PAGE>

power, right and authority to own its properties and to carry on its business as
it is now conducted,  and is qualified to do business in each jurisdiction where
it is required to be so qualified under applicable law.

          (c)  All  outstanding  membership  interests,  partnership  interests,
shares or other  equity  interests  in each  Capri  Fund were  offered  and sold
pursuant to exemption from registration under the Securities Act.

          (d) No offering  memorandum or other offering  materials in respect of
any Capri Fund  contained,  as of its date,  any untrue  statement of a material
fact or omitted to state a material fact required to be stated  therein in order
to make the statements therein not misleading or is subject to any stop order or
similar order restricting its use.

          (e) Each Capri Fund is currently operating,  and since October 5, 2000
has  operated,  and,  to the  knowledge  of the  Issuers,  at all times prior to
October 5, 2000 has operated,  in  compliance in all material  respects with the
Advisers  Act,  the  Securities  Act  and the  Investment  Company  Act,  and in
compliance with all other laws,  rules,  regulations and orders applicable to it
or its business,  except to the extent that such non-compliance would not result
in a  Material  Adverse  Effect,  and each of the  Capri  Funds is  exempt  from
registration as an investment company under the Investment Company Act.

          (f) The Capri Companies have delivered to the Investor true,  complete
and correct  copies of each of the  Organizational  Documents of each Capri Fund
and the  offering  memorandum  and other  offering  materials in respect of each
Capri Fund, and such offering  materials  respectively  set forth the investment
objectives  and policies,  fees and other  material  terms relating to the Capri
Funds.

          (g) Each  Investment  made on behalf  of each of the  Capri  Funds and
Separate  Accounts  complied in all material  respects when made with, and is in
compliance in all material  respects with, all  applicable  Legal  Requirements,
and, to the extent evidenced by an agreement,  is (subject to due  authorization
by the issuer and assuming that the party executing and delivering the documents
relating to the Investment on behalf of the issuer was duly authorized to do so)
valid,  binding and  enforceable  in accordance  with its terms,  except as such
enforceability  may be limited by (i)  bankruptcy,  reorganization,  insolvency,
moratorium  or  other  laws  from  time to  time in  effect  and  affecting  the
enforcement  of  creditors  rights  generally,  and (ii) the power of a court to
grant  specific  performance  or any  other  similar  remedy,  and  there are no
defenses, setoffs or counterclaims with respect thereto.

          (h) None of the Capri Funds or Separate Accounts (or any Capri Company
on behalf  thereof)  have  acquired or committed to acquire any  Investments  in
violation  of  any   provisions   of  their   respective   offering   documents,
Organizational   Documents  or  Investment  Advisory  Contracts,  or  investment
policies or programs of the Capri Companies.

          (i) Each  Investment  made on behalf  of each of the  Capri  Funds and
Separate  Accounts  has  been  made  pursuant  to  customary  documentation,  on
customary and  commercially  reasonable  terms, and all steps have been taken to
perfect any Liens on material collateral securing any such Investment which is a
loan, and all commercially reasonable steps have been taken to perfect any Liens
on non-material collateral securing any such Investment which is a loan.

          (j)  CCA  and  its  Subsidiaries  have  provided  investment  advisory
services to each of the Capri Funds and Separate  Accounts  consistent  with the
Investment Advisory Contracts and their obligations as fiduciaries.

          (k) Since December 31, 2003,  except as set forth in SCHEDULE 4.18(K),
(i) there has been no material change in the investment objectives and policies,
investment  parameters  or fees of any Capri Fund or Separate  Account;  (ii) no
Capri Fund or Separate Account (or any Capri Company on behalf thereof) has sold
any of its  properties  or assets or offered  for sale or  proposed to offer for
sale any of its assets or properties or entered into  agreement  with respect to
any of the  foregoing;  (iii) no Capri Fund or  Separate  Account  (or any Capri
Company on behalf thereof) has entered into any agreement or transaction outside
of the  ordinary  course of its  business;  and (iv) there has been no  material
adverse change in assets, liabilities, business or prospects of any of the Capri

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<PAGE>

Funds or Separate  Accounts  (other than solely as a result of the  reduction in
assets  resulting from a sale of an Investment),  and to the Issuer's  knowledge
there  are no events or  circumstances  reasonably  likely to result in any such
material adverse change; and no defaults or events of default exist with respect
to any loans held by any Capri Fund or Separate Account.

          (l) The  Capri  Companies  have  delivered  to the  Investor  true and
correct copies of all material correspondence between Capri Parties and Advisory
Clients.  Except as set forth in SCHEDULE 4.18(L),  the Capri Companies have not
received  any  written  complaints,  claims  or  threatened  claims,  or, to the
knowledge of the  Issuers,  any  non-written  complaints,  claims or  threatened
claims, from any Advisory Clients.

          (m) The  properties  owned by, or subject to loans made by each of the
Capri  Funds  and each  Separate  Account  (or by any  Capri  Company  on behalf
thereof) are covered by policies of hazard,  builders'  risk,  all risk property
and  flood  insurance  customarily  maintained  in the  jurisdiction  where  the
property  is located  and  meeting all  requirements  of  applicable  investment
guidelines  or policies,  the  documents  evidencing  all loans  secured by such
property  and all  applicable  laws,  and each such  policy is in full force and
effect,  and all amounts  due and payable on or prior to the Closing  Date under
each such policy have been,  or will be, paid prior to the Closing  Date. To the
knowledge  of the  Issuers  there  are no,  and none of the  Capri  Parties  has
received  any  written  notice,  or,  to  the  knowledge  of  the  Issuers,  any
non-written  notice,  of any uninsured  casualty losses to such properties where
coinsurance  has been,  or the Capri  Parties  have  reason to believe  will be,
claimed by the  applicable  insurance  carrier or where the loss,  exclusive  of
contents, is greater than the net recovery from such casualty insurance carrier.

          (n) The Capri Parties have made available to the Investor complete and
accurate copies of all material documents and agreements relating to Investments
made by Capri Funds and  Separate  Accounts  (or by any Capri  Company on behalf
thereof).

     4.19  INVESTMENT  PERFORMANCE.  The  Issuers  have  made  available  to the
Investor  all  quarterly  investment  performance  information  that  the  Capri
Companies  delivered  to any  Advisory  Client  since  January 1,  2003.  To the
knowledge of the Issuers,  all such  performance  information  was prepared on a
consistent  basis in accordance  with the standards for  investment  performance
presentation  established  by  the  Association  of  Investment  Management  and
Research  (to  the  extent  such  standards  were in  effect  at the  time  such
information was prepared). All investment performance information which has been
given by the Capri  Companies  to  Advisory  Clients was true and correct in all
material respects.

     4.20 STATUS OF AGREEMENTS.

          (a)  All  contracts,  agreements,  commitments,   obligations,  plans,
leases,  policies and licenses to which the Capri Companies are a party required
to be listed in SCHEDULE 4.15 are valid and binding  agreements  and are in full
force and effect  (assuming due  authorization  and execution by the other party
thereto);  there are no existing defaults (or events which, with notice or lapse
of time or both, would  constitute a default) by the Capri Companies,  or to the
knowledge of the Issuers, any other party, thereunder.

          (b) The Capri  Parties have not received  written  notice,  or, to the
knowledge of the Issuers,  any non-written  notice,  of, and to the knowledge of
the  Issuers  there is no  contemplated  termination  of,  any (i) of the  Capri
Companies'  agreements or arrangements  with any of the Mortgage Loan Investors,
except as provided in SCHEDULE  4.20(B),  or (ii) mortgage  origination or other
agreements pursuant to which Persons refer mortgage loans to the Capri Companies
or act as brokers in  connection  with the  origination  or purchase of mortgage
loans by the Capri Companies.

     4.21  INSURANCE.  SCHEDULE  4.21  contains  a list of (i) all  policies  of
insurance  of  every  kind and  nature,  including  but not  limited  to,  fire,
liability,  workers'  compensation,  liability,  errors and  omissions and other
forms of  insurance  owned or held by or  covering  the Capri  Companies,  their
operations or all or any portion of the assets, rights or properties material to
the conduct of the Business (but excluding  insurance  policies naming any Capri
Company as an insured  because it is the  mortgagee  under a Mortgage  Loan) and
(ii) all claims made since January 1, 2003,  under all such  policies  providing
liability  and errors and  omissions  insurance.  All such  policies are in full
force and effect (assuming due authorization and execution by the insurer),  all
premiums  with  respect  thereto  covering all periods up to and  including  the
Closing  Date have been paid,  to the extent due prior to the Closing  Date,  or

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<PAGE>

accrued on the Capri Companies'  financial  statements and books and records and
no notice of  cancellation  or termination has been received with respect to any
such  policy.  Such  policies  provide  for  coverage  which is  sufficient  for
compliance  in all  material  respects  with  all  requirements  of law  and all
agreements to which the Capri  Companies  are a party,  and, to the knowledge of
the Issuers, are valid, outstanding and enforceable policies .

     4.22 LABOR  RELATIONS(a)  SCHEDULE 4.22(A) lists (i) as of the Business Day
preceding the date of this Agreement,  all non-executive  employees of the Capri
Companies, and (ii) as of the date of this Agreement, all executive employees of
the Capri  Companies,  in each  case,  including  their  current  positions  and
compensation,  including the Capri  Principals.  Except as set forth in SCHEDULE
4.22(A),  none  of the  Capri  Companies  are  obligated  under  any  employment
agreement and none of the Capri  Companies has indicated to any such  employees,
whether in  writing or orally,  that they will be  receiving  any  increases  in
compensation following the Closing.

          (b) None of the Capri  Companies  are  liable for any  severance  pay,
"change of control"  payments or other payments on account of termination of any
former employee.  Except as set forth on SCHEDULE 4.22(B), neither the execution
and  delivery  of  this  Agreement  nor  the  consummation  of the  Contemplated
Transactions  (either  alone or in  connection  with  another  event  such as an
employment  termination) will,  pursuant to any employment  agreement or Company
Plan,  result in,  cause the  accelerated  vesting,  funding or delivery  of, or
increase  in the amount or value of, any  payment or benefit to any  employee or
director of the Capri Companies.

          (c) Except as set forth in SCHEDULE  4.22(C),  (i) the Capri Companies
are in compliance in all material  respects with all applicable  laws respecting
employment  and  employment  practices,  terms and  conditions of employment and
wages and hours, and the Capri Companies are not, nor have they been at any time
during the three (3) years prior to the date of this  Agreement,  engaged in any
unfair labor practice, (ii) none of the Capri Companies has received any written
notice, or, to the knowledge of the Issuers,  non-written notice, of any, and to
the  knowledge  of the Issuers  there is no,  unfair  labor  practice  complaint
against the Capri Companies  pending before the National Labor Relations  Board,
(iii) there is no labor strike, dispute, slowdown or stoppage,  actually pending
or threatened in writing, or, to the knowledge of the Issuers, threatened orally
against or affecting the Capri  Companies,  (iv) none of the Capri Companies has
received any written  notice,  or, to the knowledge of the Issuers,  non-written
notice,  of any, and to the knowledge of the Issuers there is no, existing labor
union  representation  question respecting the employees of the Capri Companies,
(v) none of the Capri Companies have  experienced  any strike,  work stoppage or
other  labor  difficulty,  (vi)  to the  knowledge  of  the  Issuers  the  Capri
Companies' relations with their employees are satisfactory,  and (vii) the Capri
Companies  are  not a  party  to,  or  subject  to,  any  collective  bargaining
agreement,  and no collective  bargaining agreement relating to employees of the
Capri Companies is currently being negotiated.

     4.23 EMPLOYEE BENEFIT PLANS. (a) SCHEDULE 4.23 hereto sets forth a true and
complete list of all "employee benefit plans" within the meaning of Section 3(3)
of the Employee  Retirement  Income Security Act of 1974, as amended  ("ERISA"),
and any other bonus, profit-sharing,  compensation, pension, severance, deferred
compensation,  retirement, fringe benefit, insurance, welfare,  post-retirement,
health, life, stock option, stock ownership,  stock purchase,  restricted stock,
tuition refund, service award, company car, scholarship, relocation, disability,
accident,  sick,  vacation,  holiday,  termination,   unemployment,   individual
employment, consulting, executive compensation,  incentive, commission, payroll,
retention, change in control,  noncompetition,  and any other plans, agreements,
programs,  practices,  policies,  trusts,  or arrangements  (whether  written or
unwritten,  funded or  unfunded,  insured or  self-insured,  domestic or foreign
(other than any schemes or arrangements  mandated by a government outside of the
United States)) (1) established,  maintained,  sponsored,  or contributed to (or
with respect to which any obligation to contribute has been  undertaken)  within
the last six complete  calendar years by the Capri  Companies or any entity that
would be  deemed a  "single  employer"  with any of the  Capri  Companies  under
Section 414(b), (c), (m), or (o) of the Code or Section 4001 of ERISA (an "ERISA
AFFILIATE")  on behalf of any employee,  director,  or shareholder of any of the
Capri Companies (whether current,  former, or retired) or their beneficiaries or
(2) with respect to which any of the Capri  Companies or any ERISA Affiliate has
or has had any obligation on behalf of any such employee, director, shareholder,
or beneficiary (each a "COMPANY PLAN" and, collectively, the "COMPANY PLANS").

          (b) The Capri  Companies  have  performed and complied in all material
respects with all of their respective  obligations under or with respect to such
Company Plans and such Company  Plans have operated in all material  respects in
accordance  with their terms and applicable law. The Capri Companies do not have
any  commitment,  whether formal or informal,  to create any additional  Company
Plan.

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<PAGE>

          (c) With  respect  to each  Company  Plan,  the Capri  Companies  have
delivered  or made  available to the  Investor  true and complete  copies of the
Company Plan  (including all amendments  thereto) and each of the following,  as
applicable:  (i) each trust or other funding arrangement,  investment management
agreement,  administrative  service  contract or insurance  contract,  (ii) each
summary plan description and summary of material  modifications,  (iii) the Form
5500  (including all schedules  thereto) for the last three years,  and (iv) the
most recent determination letter received from the IRS.

          (d) With respect to each of the Company Plans:

               (i) each  Company  Plan that is  intended to be  qualified  under
Section  401(a) of the Code (A) has been  timely  amended to reflect the changes
required  by the  Economic  Growth  and Tax  Relief  Reconciliation  Act of 2001
("EGTRRA"),  the Department of Labor's final regulations for claims  procedures,
and the  Internal  Revenue  Service's  ("IRS")  final  regulations  for  minimum
distributions,  and (B) is qualified  and has received a  determination  letter,
opinion letter, advisory letter or notification letter, as applicable,  from the
IRS  regarding its  qualified  status under  Section  401(a) of the Code for all
amendments  required  prior  to  EGTRRA,  has  time  remaining  to  apply  under
applicable  Treasury  regulations or IRS pronouncements for a letter and to make
any  amendments  necessary  to obtain a  favorable  letter  or, if  reliance  is
permitted under IRS Announcement 2001-77, relies on the favorable opinion letter
or advisory letter of the master and prototype or volume  submitter plan sponsor
of such plan, and nothing has occurred,  whether by action or by failure to act,
which could  reasonably be expected to cause the loss of such  qualification  or
the imposition of any penalty or tax liability;

               (ii)  all  payments  required  by  any  Company  Plan  or by  law
(including,  without  limitation,  all  contributions,  insurance  premiums,  or
intercompany charges) with respect to all periods through the Closing Date shall
have been made prior to the Closing Date or provided for by the Capri  Companies
as applicable,  by full accruals as if all targets required by such Company Plan
had been or will be met at maximum levels on its financial statements;

               (iii) no  prohibited  transaction  (as  defined in Section 406 of
ERISA or Section 4975 of the Code) or accumulated funding deficiency (as defined
in  Section  302 of ERISA or  Section  412 of the  Code) has  occurred  or could
reasonably be expected to occur with respect to any of the Company Plans;

               (iv) the Capri  Companies  do not have any  current or  projected
liability  in  respect of  post-employment  or  post-retirement  medical or life
benefits  for  retired or former  employees  of the Capri  Companies,  except as
required to avoid excise tax under  Section  4980B of the Code or to comply with
applicable state law;

               (v) no claim,  lawsuit or arbitration with respect to the Company
Plans is  pending  or is  threatened  in  writing,  or to the  knowledge  of the
Issuers,  orally,  against the Company  Plans  (other  than  routine  claims for
benefits,  and appeals of such claims),  any trustee or fiduciaries thereof, any
of the Capri Companies,  any director,  officer,  or employee of any thereof, or
any of the assets of any trust of the Company Plans;

               (vi)  no  Company  Plan  is  under  audit  or,  to  the  Issuers'
knowledge,  under  investigation  by the IRS, U.S.  Department of Labor,  or any
other  governmental  authority and no such completed audit, if any, has resulted
in the imposition of any tax or penalty; and

               (vii) with respect to each Company Plan that is funded  mostly or
partially through an insurance policy, none of the Capri Companies nor any ERISA
Affiliate has any liability in the nature of retroactive rate  adjustment,  loss
sharing  arrangement or other actual or contingent  liability  arising wholly or
partially out of events occurring on or before the Closing Date.

          (e) The Capri  Companies or their ERISA  Affiliates  have no actual or
potential liability with respect to any "multiemployer plan" (within the meaning
of Sections 3(37) or 4001(a)(3) of ERISA or Section  4.14(f) of the Code) (each,
a  "Multiemployer  Plan") and have never been  required  (whether  pursuant to a
collective bargaining agreement or otherwise) to contribute to any Multiemployer
Plan.

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<PAGE>

          (f) No ERISA  Affiliate  of the  Capri  Companies  has any  actual  or
potential  liability  under Section 4980B of the Code (or similar  provisions of
state or local law).

          (g) None of the Capri Companies, nor any of their ERISA Affiliates has
ever  established,  maintained,  or  contributed  to, or had any  obligation  to
establish,  maintain or contribute  to, any  "employee  benefit plan" as defined
under Section 3(3) of ERISA that would be subject to Title IV of ERISA.

          (h)  No  Company  Plan  is or  has  been  subject  to  the  laws  of a
jurisdiction outside of the United States.

          (i)  The  consummation  of  the  transactions   contemplated  by  this
Agreement  will not give rise to any liability for severance  pay,  unemployment
compensation,  termination  pay, or accelerate the time of payment or vesting or
increase the amount of compensation  or benefits due to any employee,  director,
stockholder  or other  equity  holder  of any of the  Capri  Companies  (whether
current,  former,  or retired) or their  beneficiaries  solely by reason of such
transactions  or by reason of a  termination  following  such  transactions,  or
result in any limitation on the right of the Capri Companies to amend, merge, or
terminate any Company Plan or its related trust.

          (j)  None of the  Capri  Companies  nor any  ERISA  Affiliate  has any
unfunded  liabilities  pursuant to any Company  Plan that is not  intended to be
qualified  under Section 401(a) of the Code and is an employee  pension  benefit
plan  within the  meaning  of Section  3(2) of ERISA,  a  nonqualified  deferred
compensation plan or an excess benefit plan.

          (k) No  employee  of the Capri  Companies  is covered by a  collective
bargaining agreement by virtue of his employment by the Capri Companies.

          (l) Each Company Plan that is an employee  welfare  benefit plan under
Section 3(1) of ERISA either (x) is funded through an insurance company contract
and is not a "welfare  benefit  fund"  within the  meaning of Section 419 of the
Code or (y) is unfunded.

          (m) Any  individual  who performs  services for the Company and who is
not treated as an employee for federal income tax purposes by the Company is not
an employee for any purpose, including,  without limitation, for tax withholding
purposes or Company Plan purposes.

     4.24 COMPLIANCE  WITH LAW; NO LIMITATIONS.  (a) SCHEDULE 4.24 is a true and
complete  list  of  each  material  license,  permit,  order  or  approval  of a
Regulatory  Body held or  obtained  by the Capri  Parties  which is  required in
connection  with the  Business,  and except as set forth in SCHEDULE  4.24,  the
consummation  of the  Contemplated  Transactions  will not result in the loss or
impairment  of  any  of  such  licenses,  permits,  orders  and  approvals.  The
operations  of the  Capri  Companies  during  the last  three  years  have  been
conducted in all  material  respects in  accordance  with all  applicable  laws,
regulations and other requirements of all Regulatory Bodies having  jurisdiction
over  the  Capri  Companies,  including,  without  limitation,  all  such  laws,
regulations and requirements relating to antitrust,  consumer protection,  equal
opportunity,  health, occupational safety, pension, environmental and securities
matters.  None of the Capri Parties has received any written notification or, to
the knowledge of the Issuers, any non-written notification,  within the past two
years of any  asserted  present or past  failure of the Capri  Parties or any of
their  respective  employees to comply with any such laws,  rules,  regulations,
licenses or approvals.  The Capri Parties and each of their respective employees
(including the Capri Principals) have all material licenses,  permits, orders or
approvals from Regulatory  Bodies required for the conduct of the Business,  and
are not in violation of any such license,  permit,  order or approval.  All such
licenses,  permits,  orders and approvals  are in full force and effect,  and no
suspension or cancellation  thereof has been  threatened in writing,  or, to the
knowledge  of the  Issuers,  orally.  Copies of each  license,  permit  order or
approval and copies of all material  correspondence  during the last three years
between  Fannie  Mae,  Freddie  Mac  and FHA and the  Capri  Parties  have  been
previously  provided to the Investor.  Except as set forth on SCHEDULE  4.24, no
consent or approval  is  required  from any  Regulatory  Body which  issued such
licenses,  permits, orders or approvals to permit the Capri Companies to conduct
the Business  after the Closing in the same manner as the Business was conducted
by the  Capri  Companies  prior  to  the  Closing.  All  consents,  filings  and
authorizations  by or with any  Regulatory  Body  necessary  with respect to the
Contemplated  Transactions,  or to permit the  operation  of the Business by the
Capri Companies  following the Closing  substantially  in the same manner as the
Business was operated prior to the Closing,  without any additional  conditions,

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<PAGE>

have been obtained or will be sought to be obtained prior to Closing.  The Capri
Parties have made with the SEC and other Regulatory  Bodies all filings required
to be made by them during the last three years.

          (b) The licenses,  permits,  orders and approvals from Freddie Mac and
Fannie Mae authorize the Capri Companies to originate,  purchase and service all
categories  of  mortgage  loans  offered  by  Freddie  Mac and  Fannie  Mae,  as
applicable,  except  as set  forth on  SCHEDULE  4.24.  Except  as set  forth on
SCHEDULE  4.24,  and except for  limitations  generally  applicable  to entities
having such licenses,  permits, orders or approvals, there are no limitations on
the Capri Companies'  authority to originate or service mortgage loans under any
of the approvals,  permits or licenses listed in SCHEDULE 4.24 or in the states,
territories or  commonwealths  of the United States in which the Capri Companies
have the authority to originate mortgage loans, other than limitations generally
applicable  to all entities  which have the  authority to originate  and service
mortgage loans under such approvals, permits or licenses.

          (c) The Capri  Companies have during the last three years operated and
are  currently  operating  the Advisory  Business in  compliance in all material
respects with the Advisers Act, the Securities  Act and the  Investment  Company
Act,  and in  compliance  with all other  laws,  rules,  regulations  and orders
applicable to it, except to the extent that such non-compliance would not result
in a Material  Adverse  Effect.  None of the Capri  Parties has  breached in any
material  respect its duties as a fiduciary  in the  operation  of the  Advisory
Business.

     4.25 RELATED PARTY TRANSACTIONS AND INTERESTS.

          (a) Except as set forth on SCHEDULE 4.25(A), (i) there is no contract,
lease,  agreement,  commitment or transaction between CCLP and its Subsidiaries,
on the one  hand,  and CCA and its  Subsidiaries,  on the  other  hand,  (ii) no
employees of, or service providers to (including without limitation consultants,
independent  contractors and licensors of software),  CCLP and its  Subsidiaries
provide services to CCA and its Subsidiaries (including CCM), (iii) no employees
of,  or  service  providers  to  (including  without   limitation   consultants,
independent  contractors  and licensors of software),  CCA and its  Subsidiaries
(including CCM) provide  services to CCLP and its  Subsidiaries and (iv) CCA and
its  Subsidiaries  do not share the use of any facilities,  equipment,  systems,
property or personnel  with CCLP and its  Subsidiaries.  As used in this Section
4.25(a) and Section 4.25(b) below, the term "transaction"  includes,  but is not
limited to, any sale or other transfer of property or assets, the lease or other
use of property or assets,  the  provision  of services  and the  furnishing  of
personnel, whether or not for consideration.

          (b)  Except as set forth on  SCHEDULE  4.25(B)  there is no  contract,
lease, agreement,  commitment or transaction between the Capri Companies and any
Related Party, other than the transactions set forth on SCHEDULE 4.25(A).

          (c) Except as set forth on  SCHEDULE  4.25(C),  (i) no  Related  Party
(other than the Capri Companies) has any material interest in any property, real
or  personal,  tangible  or  intangible,   including,  without  limitation,  any
Proprietary Rights, used in or pertaining to the Business, (ii) no Related Party
is indebted to any of the Capri  Companies and (iii) none of the Capri Companies
is indebted to any Related Party,  except for compensation and reimbursements in
the ordinary course of business pursuant to employment agreements.

          (d) Except as set forth on SCHEDULE 4.25(D), no Related Party owns any
direct or  indirect  interest  of any kind in,  or  controls  or is a  director,
officer,  employee  or partner  of, or  consultant  to, or lender to or borrower
from,  or has the right to  participate  in the profits of, any person,  firm or
corporation which is (i) a competitor,  supplier,  customer,  landlord,  tenant,
creditor or debtor of the Capri Companies,  (ii) engaged in the same business as
the  Business  or (iii)  participating  in any  transaction  to which  the Capri
Companies are a party (other than as a stockholder of a corporation  listed on a
national   securities  exchange  or  whose  stock  is  actively  traded  in  the
over-the-counter market).

     4.26 MORTGAGE LOANS AND SERVICING.

          (a) APPROVED ISSUER. Finance is qualified and/or authorized by, and is
in good standing with, Fannie Mae as an approved DUS  seller/servicer,  FHLMC as

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<PAGE>

an approved  Program  Plus  seller/servicer  and Fannie Mae and Freddie Mac as a
seller/servicer of first mortgages to Fannie Mae and Freddie Mac.  Associates is
qualified  and/or  authorized  by,  and  is in  good  standing  with,  FHA  as a
mortgagee.  Each  of  Finance  and  Associates  has  all  other  certifications,
authorizations,  licenses,  permits and other approvals necessary to conduct its
current business,  (except where the failure to have the same would not have any
material  consequences)  and is in good standing under all  applicable  laws and
Mortgage Loan Regulations as a mortgage lender, servicer and issuer. None of the
Capri Parties has at any time  received any written  notice or, to the knowledge
of the Issuers,  any non-written  notice, from any Regulatory Body of pending or
threatened actions or investigations  which would question the status of Finance
or Associates  as an approved  lender,  servicer,  or issuer as provided in this
Section 4.26(a).  To the knowledge of the Issuers,  no event has occurred which,
with the passage of time or the giving of notice,  or both,  would result in the
loss by  Finance or  Associates  of its  qualification  as an  approved  lender,
servicer  or  issuer as set  forth in this  Section  4.26(a)  or of  Finance  or
Associates or any officer,  director or employee thereof as a contractor or as a
Person  otherwise  permitted to transact  business with any Regulatory Body with
which any Capri Company currently conducts business.

          (b) MORTGAGE BANKING CUSTOMERS.  Part A of SCHEDULE 4.26(B) sets forth
the Capri  Companies' ten (10) largest  borrowers (by the amount of borrowing by
such borrower and its Affiliates  during the twelve (12) months ended August 31,
2004) or purchasers of more than 75% of mortgages or mortgage-backed  securities
sold by the Capri Companies during the twelve (12) months ended August 31, 2004.
Since December 31, 2003, except as set forth on Part B of SCHEDULE 4.26(B),  the
Capri  Companies have not received any written  notice,  or, to the knowledge of
the Issuers,  any non-written notice, of any, and there has been no, termination
or  material  reduction  in any  of  such  borrowers'  (and  their  Affiliates')
borrowings or such purchasers'  purchases from the Capri Companies and the Capri
Companies  have not received any  communication  or other  information  (whether
written or, to the knowledge of the Issuers,  oral) that would lead a reasonable
person to conclude  that such  borrowers  (and their  Affiliates)  or purchasers
will, or are reasonably  likely to, terminate or materially  reduce any of their
borrowings or purchases.

          (c) MORTGAGE SERVICING AGREEMENTS.  SCHEDULE 4.26(C) sets forth a true
and complete list of each Mortgage Servicing Agreement to which any of the Capri
Companies  is a party,  listing for each of them the date  thereof,  the parties
thereto,  the applicable  Mortgage Loan Investor's  name, the territory in which
such Mortgage  Loan  Investor is  authorized  to do business,  and the aggregate
principal amount and number of Mortgage Loans subject to such Mortgage Servicing
Agreement.

          (d) SERVICED LOANS.

               (i) SCHEDULE 4.26(D)(I) hereto contains a list as of December 31,
2004 of the Serviced Loans, including a statement of the program under which the
Serviced Loan was  originated,  as well as: (A) the Mortgage Loan Investor;  (B)
the applicable Mortgage Servicing Agreement,  (C) the aggregate unpaid principal
balance;  (C) the aggregate balance of the tax and insurance  Custodial Accounts
maintained;  (E) the  interest  rate;  (F) the  maturity  date;  (G) the  annual
servicing fee rate; and (H) each Serviced Loan past due by more than 30 days and
the number of days that such Serviced  Loan is past due.  Except as set forth on
SCHEDULE  4.26(D)(I),  to the  knowledge of the Issuers there are no monetary or
other material defaults under the Mortgage Loan Documents pertaining to Serviced
Loans.

               (ii) The Capri  Companies have the exclusive  right to service or
sub-service,  as the case may be,  each of the  Serviced  Loans  pursuant to the
terms of the Mortgage Servicing Agreements related thereto.

               (iii) The Capri  Companies are, and through the Closing Date will
be, and, to the knowledge of the Issuers,  each Prior Servicer during the period
of its activities  thereunder  was, in compliance in all material  respects with
each  of  its  responsibilities,  duties  and  obligations  under  the  Mortgage
Servicing  Agreements,  including without limitation the diligent collection of,
and  accounting  for,  and the  proper and timely  disbursement  of,  principal,
interest  and  impounds  for  taxes,   assessments  and  insurance,  the  proper
depositing  and  withdrawal of such payments and  disbursements  in and from the
appropriate  accounts and the proper  calculation  of interest and other amounts
due on all such Serviced Loans and changes therein as required thereby.

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<PAGE>

               (iv) The Capri  Parties have not received any written  notice or,
to the knowledge of the Issuers,  any non-written  notice,  of any  contemplated
termination  or  cancellation,  and are not aware of any facts or  circumstances
likely  to  result  in,  the  termination  or  cancellation  of any of the Capri
Companies'  Mortgage Servicing  Agreements or the Capri Companies'  servicing of
any of the Serviced Loans. Except as set forth on Part A of SCHEDULE 4.26(D)(IV)
hereto,  the Capri  Companies  have not received  any written  notice or, to the
knowledge  of  the  Issuers,  any  non-written  notice  or  other  communication
indicating that any of the Serviced Loans are reasonably likely to be prepaid or
refinanced.  The Capri  Companies  maintain a watch list of Serviced Loans which
meet  the  criteria  set  forth  in Part B of  SCHEDULE  4.26(D)(IV).  Part C of
SCHEDULE  4.26(D)(IV)  also  sets  forth  the  Serviced  Loans  which  meet such
criteria.

               (v)  Except as set forth on  SCHEDULE  4.26(D)(V)  and  except as
permitted by written waivers from the applicable Mortgage Loan Investor, all the
Serviced Loans made or committed since January 1, 2004 were made in the ordinary
course of business  consistent  with past practice and were made in  substantial
compliance with the  underwriting  and other criteria  applicable to the program
under  which  each  such  Serviced  Loan  was  originated,  and  other  criteria
applicable to the mortgage loans originated by the Capri Companies prior to such
date.

          (e) WAREHOUSE LOANS.

               (i) SCHEDULE  4.26(E)(I) contains a true and accurate list of all
Warehouse Loans owned by the Capri Companies as of December 31, 2004, and all of
the  commitments by any of the Capri  Companies to make mortgage loans which, if
closed  on or prior to the date of this  Agreement,  would be  Warehouse  Loans,
including a statement of the program under which the Warehouse Loan was (or will
be, in the case of such  commitments)  originated,  as well as: (A) the Mortgage
Loan  Investor;  (B)  the  applicable  Mortgage  Servicing  Agreement;  (C)  the
aggregate unpaid  principal  balance;  (D) the aggregate  balance of the tax and
insurance Custodial Accounts maintained;  (E) the coupon rate; (F) the maturity;
(G) the annual  servicing fee rate; and (H) each Warehouse Loan past due by more
than 30 days and the number of days that such Warehouse Loan is past due. Except
as set forth on SCHEDULE  4.26(E)(I),  to the knowledge of the Issuers there are
no  monetary  or other  material  defaults  under the  Mortgage  Loan  Documents
pertaining to Warehouse Loans.

               (ii)  Except  as  disclosed  on  SCHEDULE  4.26(E)(II),  and  for
agreements  with Mortgage Loan  Investors  with respect to the sale of Warehouse
Loans,  Finance  has good  record  title to, and is the sole owner and holder of
legal title to, each of the Warehouse Loans, free and clear of all Liens, and no
other Person has any interest in the  Warehouse  Loans,  in each case other than
the Warehouse Lender.

               (iii) Each  Warehouse  Loan is (and each mortgage loan to be made
pursuant to a commitment by any Capri Company to make a mortgage loan which,  if
it had been closed as of the date hereof,  would be a Warehouse Loan will be, at
the  closing of such  mortgage  loan)  eligible  for sale under the terms of the
government  program or other  agreement  or  arrangement  with a  Mortgage  Loan
Investor  pursuant  to which it was or will be  originated  and  pursuant to any
agreement  to which the  Capri  Companies  are a party  relating  thereto.  With
respect to each  Warehouse  Loan and each mortgage loan to be made pursuant to a
commitment by any Capri  Company to make a mortgage  loan which,  if it had been
closed as of the date hereof,  would be a Warehouse  Loan,  the Capri  Companies
have  entered into an agreement  with a Mortgage  Loan  Investor to acquire such
mortgage  loan on the  terms  set  forth  in such  mortgage  loan or  commitment
therefor for a purchase price not less than par and otherwise on customary terms
for an  acquisition  of such mortgage loan by such Mortgage Loan  Investor.  The
Capri Companies maintain a watch list of Warehouse Loans which meet the criteria
set forth in Part A of SCHEDULE  4.26(E)(III).  Part B of SCHEDULE  4.26(E)(III)
also sets forth the Warehouse Loans which meet such criteria.

               (iv) Except as set forth in SCHEDULE 4.26(E)(IV),  and except for
each  mortgage  loan to be made pursuant to a commitment by any Capri Company to
make a mortgage loan which,  if it had been closed as of the date hereof,  would
be a Warehouse  Loan,  none of the Capri  Companies  are  obligated  to make any
future  advances under any mortgage loan.  None of the Warehouse Loans listed on
SCHEDULE  4.26(E)(IV) has been originated more than sixty days prior to the date
of this Agreement.

               (v) The Capri Parties have not received any written  notice,  or,
to the knowledge of the Issuers,  any non-written  notice, of the termination or

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<PAGE>

cancellation of any of the Capri  Companies'  Mortgage  Servicing  Agreements or
servicing of any of the Warehouse Loans, and none of the Capri Parties are aware
of any facts or  circumstances  likely to result in any Warehouse Loan not being
purchased  in  the  ordinary  course  of  business,  or in  the  termination  or
cancellation of any of the Capri  Companies'  Mortgage  Servicing  Agreements or
servicing  of any of the  Warehouse  Loans.  Except  as set  forth  on  SCHEDULE
4.26(E)(V) hereto,  none of the Capri Companies has received any written notice,
or,  to  the  knowledge  of  the  Issuers,  any  non-written  notice,  or  other
communication indicating that any of the Warehouse Loans is reasonably likely to
be prepaid or refinanced.

               (vi)  Except as set forth on SCHEDULE  4.26(E)(VI)  and except as
permitted by written waivers from the applicable Mortgage Loan Investor,  all of
the Warehouse  Loans were,  and all of the mortgage loans to be made pursuant to
commitments  by any of the Capri  Companies to make  mortgage  loans  which,  if
closed on or prior to the date of this Agreement, would be Warehouse Loans, will
be, made in the ordinary  course of business  consistent  with past practice and
were (or will be,  in the case of  mortgage  loans to be made  pursuant  to such
commitments)  made in substantial  compliance  with the  underwriting  and other
criteria  applicable to the program under which each such Warehouse Loan was (or
will be, in the case of mortgage loans to be made pursuant to such  commitments)
originated and other criteria applicable to the mortgage loans originated by the
Capri Companies prior to such date.

               (vii) SCHEDULE  4.26(E)(VII) contains a true and accurate list of
all Committed Loans existing as of the date of this Agreement.

          (f) VALIDITY; ENFORCEABILITY.  Except as set forth in SCHEDULE 4.26(F)
hereto (subject to due authorization by the borrower and assuming that the party
executing and  delivering  the Warehouse  Loan or Serviced Loan on behalf of the
borrower was duly  authorized to do so) the Mortgage Loan Documents  executed by
the Issuer or any other Person in  connection  with each of the  Serviced  Loans
and, to the extent  applicable,  each of the Warehouse Loans, is valid,  binding
and enforceable in accordance with its terms,  except as such enforceability may
be limited by (i) bankruptcy,  reorganization,  insolvency,  moratorium or other
laws from time to time in effect and  affecting  the  enforcement  of  creditors
rights generally, and (ii) the power of a court to grant specific performance or
any other similar remedy,  and there are no defenses,  setoffs or  counterclaims
with respect thereto.

          (g)  OWNERSHIP  OF  SERVICING  RIGHTS.  The  entire  right,  title and
interest in and to the Servicing  Rights in respect of each Mortgage Loan in the
Servicing  Rights  Portfolio,  and the sole right to service or sub-service each
such Mortgage Loan, subject to the applicable Mortgage Servicing  Agreement,  is
owned by Finance or Associates, free and clear of all Liens other than Permitted
Liens.

          (h)  COMPLIANCE.  Except as set forth in SCHEDULE  4.26(H)  hereto and
except as  permitted  by  written  waivers  from the  applicable  Mortgage  Loan
Investor, each Serviced Loan and, to the extent applicable,  each Warehouse Loan
(and the Mortgage Loan Documents and Mortgage Loan Files related thereto) is and
has been,  and all of the mortgage  loans to be made pursuant to  commitments by
any of the Capri  Companies to make mortgage loans which,  if closed on or prior
to the date of this Agreement, would be Warehouse Loans, will be, at the closing
of such mortgage loan, originated, sold and serviced in all material respects in
compliance with (i) all Mortgage Loan Regulations;  (ii) all applicable  federal
and state laws,  including,  without  limitation,  the requirements of FHA, HUD,
Fannie Mae,  Freddie Mac and GNMA  applicable to loans  originated or sold under
any of their programs, the Federal Truth-in-Lending Act of 1968, as amended, and
Regulation  Z  thereunder,  the Federal Fair Credit  Reporting  Act, the Federal
Equal Credit Opportunity Act, the Federal Real Estate Settlement  Procedures Act
of 1974, as amended,  and Regulation X thereunder,  and all applicable usury and
interest  limitations  laws and all  applicable  agreements  between  the  Capri
Companies and a Regulatory  Body or a Mortgage Loan Investor,  as applicable and
(iii) the terms of any and all applicable Sales Agreements or Mortgage Servicing
Agreements.

          (i) PROPER SERVICING. Neither Finance, Associates nor any of the other
Capri  Parties has  received  any  written  notice or, to the  knowledge  of the
Issuers any non-written notice, of a servicing impropriety for any Mortgage Loan
in  the  Servicing  Rights  Portfolio,   and  each  Mortgage  Loan  serviced  or
sub-serviced by Finance has been properly serviced or sub-serviced and accounted
for in accordance with the applicable Mortgage Servicing Agreement.  All amounts
payable in respect of a Mortgage Note,  Mortgage,  or the property  covered by a
Mortgage  which Finance is responsible  for paying,  directing or on behalf of a
mortgagor,  have been paid when due and payable.  All pools for which Finance is
responsible  are in substantial  compliance  with all  applicable  Mortgage Loan
Investor Requirements.

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<PAGE>

          (j) SERVICING  AUDITS AND INQUIRIES.  SCHEDULE 4.26(J) contains a list
of audits,  inquiries  and  investigations  which were,  to the knowledge of the
Issuers,  commenced since January 1, 1998 by any Regulatory Body,  Mortgage Loan
Investor or insurance  provider,  and which (i) claimed a failure to comply with
applicable laws or Mortgage Loan Regulations, (ii) resulted in a request for the
repurchase  of any Mortgage  Loans or  indemnification  in  connection  with any
Mortgage  Loans,  (iii)  resulted  in  rescission  of an  insurance  or guaranty
contract or agreement,  or (iv) resulted in the  imposition of any penalty.  The
Capri  Companies have delivered to the Investor copies of all written reports or
materials   received  in   connection   with  all  such  audits,   inquiries  or
investigations.

          (k) ORIGINAL  TERMS  UNMODIFIED.  The terms of each  Mortgage Note and
Mortgage  have not been  impaired,  waived,  altered or modified in any material
respect from the date of their origination except by a written instrument, which
written  instrument has been recorded if recordation is necessary to protect the
interests of the owner thereof. The substance of any such waiver,  alteration or
modification  has been  communicated  to and  approved  in  writing  by: (i) the
relevant Mortgage Loan Investor, to the extent required by the relevant Mortgage
Loan Investor  Requirements;  and (ii) the title insurer, to the extent required
by the  relevant  policies  and its terms are  reflected  in the  Mortgage  Loan
Documents or the  applicable  Mortgage  Loan Files.  Except as authorized by the
applicable  Mortgage  Loan  Investor or the  applicable  agreement of Finance or
Associates with such Mortgage Loan Investor, neither Finance nor Associates has:
(i)  subordinated  the Lien on any Mortgage  Loan to any other Lien or given any
other Lien of equal  priority with the Lien on a Mortgage Loan secured by any of
the  Mortgage  Loan  Collateral;  or (ii)  executed any  instrument  of release,
cancellation or satisfaction  with, in whole or in part, respect to any Mortgage
Loan.

          (l) LOANS TO AFFILIATES.  Except as previously disclosed in writing to
the Investor,  neither Finance nor Associates has any Mortgage Loans,  leases or
other extensions of credit outstanding, or commitments to make any loans, leases
or other  extensions  of  credit  to any  Affiliates  thereof  which  are not on
substantially  the same terms  (including  interest  rates,  repayment terms and
collateral)  as would be available for comparable  transactions  with Persons of
similar creditworthiness who are not Affiliates thereof.

          (m) NO RESTRICTIONS ON TRANSFER;  MARKETABLE MORTGAGE LOANS. Except as
set forth on SCHEDULE 4.26(M),  the Mortgage Loans and Finance's and Associate's
Investments  are not  subject to any  restrictions,  contractual,  statutory  or
other,  that would impair the ability of the entity  holding such  investment to
dispose  freely of any such  Investments  at any time,  except (i)  restrictions
contained in the Mortgage Servicing Agreements,  (ii) restrictions on the public
distribution  or  transfer  of any  such  investments  under  federal  or  state
securities laws (and the  regulations  thereunder) and (iii) pledges or security
interests given in connection with government deposits.

          (n) CUSTODIAL ACCOUNTS.

               (i) Each  Custodial  Account  required to be maintained  has been
maintained by Finance and  Associates,  as applicable,  and, to the knowledge of
the Issuers, any Prior Servicers,  in accordance with customary mortgage banking
practices,  all applicable laws and Mortgage Loan Investor  Requirements and the
Mortgage  Servicing  Agreements  and Mortgage Loan  Documents  related  thereto.
Finance  and  Associates  have  properly  credited to the  applicable  Custodial
Accounts all interest required to be paid on any Custodial  Accounts through the
Closing Date. All Custodial  Accounts  related to the Mortgage Loans are held in
Finance's or Associate's, as applicable, name or in the applicable Mortgage Loan
Investor's name by Finance or Associates, as applicable.  With respect to escrow
deposits and payments which are required to be collected,  all such payments are
in the  possession  of, or under the  control  of,  Finance  or  Associates,  as
applicable,  and there exists no material  deficiencies in connection  therewith
for which customary  arrangements  for repayment  thereof have not been made. No
escrow  deposits or other  charges or payments  due  Finance or  Associates,  as
applicable,  have been  capitalized  under any Mortgage or the related  Mortgage
Note.

               (ii) Except as set forth on SCHEDULE  4.26(N)(II)  or as required
by applicable law, neither Finance nor Associates is required to pay interest on
any Custodial Accounts.

               (iii) The aggregate principal balance as of the close of business
on December 31, 2004 in the Custodial  Accounts  relating to the Mortgage  Loans
was approximately $73,284,097.61.

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<PAGE>

          (o) OBLIGATIONS AS TO PRINCIPAL AND INTEREST  ADVANCES.  Except as set
forth on SCHEDULE  4.26(O) hereto,  the Capri Companies have not been a party to
any agreement,  arrangement or obligation to advance or otherwise  guarantee the
payment of installments of principal  and/or interest with respect to any of the
Serviced Loans or any securities as to which any such loans serve as collateral.

          (p)  INSURANCE.   The  Mortgage  Loans  (and  related   Mortgage  Loan
Collateral) are covered by policies of hazard, builders' risk, all risk property
and flood  insurance,  to the extent  required by the Mortgage  Loan  Documents,
applicable laws, Mortgage Loan Regulations or Investor Requirements. None of the
Capri  Companies have received any written  notice,  or, to the knowledge of the
Issuers,  any non-written notice, of the termination or cancellation of any such
policy,  and to the  knowledge  of the Issuers each such policy is in full force
and effect,  and all  amounts  due and  payable on or prior to the Closing  Date
under each policy have been,  or will be, paid prior to the Closing Date. To the
knowledge of the Issuers,  any and all claims under such insurance policies have
been  submitted  and  processed  in  accordance  with  the  applicable  Investor
Requirements. Neither Finance, Associates nor any of the Capri Parties have been
informed  in  writing,  or, to the  knowledge  of the  Issuers,  orally,  of any
uninsured casualty losses to such Mortgage Loan Collateral where coinsurance has
been,  or the Capri  Parties  have  reason to  believe  will be,  claimed by the
insurance company or where the loss, exclusive of contents,  is greater than the
net  recovery  from the  casualty  insurance  carrier.  To the  knowledge of the
Issuers,  all damage with respect to which casualty insurance proceeds have been
received  by or through  Finance or  Associates  has been  repaired or is in the
process of being repaired with such proceeds.

          (q)  ORIGINATION  AND  BROKERAGE  FEES.  Attached  hereto as  SCHEDULE
4.26(Q) is a schedule of all  correspondence  agreements  or other  arrangements
(including  agreements or arrangements with employees) currently in effect under
which  any  Person  refers,  acts  as a  broker  or  is  otherwise  entitled  to
compensation  in connection  with, the origination or purchase of mortgage loans
by the Capri Companies. SCHEDULE 4.26(Q) further sets forth the principal amount
of mortgage loans originated or purchased by the Capri Companies under each such
agreement or arrangement  since January 1, 2003. Except as set forth in SCHEDULE
4.26(Q), and as specifically agreed on individual loans, no Person has the right
to receive any payment from the Capri  Companies after the Closing in connection
with any mortgage loans  originated or purchased by the Capri Companies prior to
the Closing, or as to which the Capri Companies have given a commitment prior to
the  Closing.  None of such persons has any power or authority to bind the Capri
Companies in connection  with a mortgage loan except as set forth as in SCHEDULE
4.26(Q).

          (r) COMPLETE  FILES.  Each Mortgage Loan File is complete and accurate
in all material respects.

          (s) CCLP PROJECTED DUS LOSSES.

               (i) Part A of SCHEDULE 4.26(S) lists all Mortgage Loans which, as
of the date of this  Agreement,  either (A) are  experiencing  an  uncured  loan
default or delinquency,  or (B) have a debt service  coverage ratio of less than
1.10 to 1.0,  indicating (on Part A of SCHEDULE  4.26(S)) for each such Mortgage
Loan the  Issuers'  projection  (in  Dollars)  of DUS Losses to be  incurred  in
respect of such Mortgage Loan (the aggregate of such  projected DUS Losses,  the
"CCLP PROJECTED DUS LOSSES").

               (ii) Neither  Finance nor any other Capri Party has agreed to, or
discussed with Fannie Mae, or is liable for, the payment of any loss pursuant to
a DUS Loss Sharing  Agreement on any Mortgage  Loan (A) other than in respect of
Mortgage Loans set forth on Part A of SCHEDULE 4.26(S),  or (B) in excess of the
amount  indicated  on Part A of SCHEDULE  4.26(S) to be held back as part of the
CCLP Acquisition Holdback Amount in respect of such Mortgage Loan.

     4.27 MORTGAGE LOAN COLLATERAL.

          (a) SECURITY INTEREST;  TITLE INSURANCE. For each outstanding Mortgage
Loan or extension of credit or  commitment to make a loan or extension of credit
which by its terms is secured by Mortgage Loan Collateral,  a policy of mortgage
title  insurance  is  currently  in effect in a form usual and  customary in the
industry,  sufficient  to  comply  with  the  applicable  requirements  of  each
applicable   Regulatory   Body  or  Mortgage  Loan  Investor  and  insuring  the
perfection,  as either a valid first or second  Lien,  as  indicated on SCHEDULE
4.26(D) or SCHEDULE  4.26(E),  as  applicable,  of all Liens  granted  over such
Mortgage Loan Collateral (including both real and personal property) as security

                                       49
<PAGE>

therefor,  subject  only to  exceptions  or  exclusions  reflected on such title
insurance policy or which are not substantial in character.

          (b)  GUARANTEES.  For each  outstanding  Mortgage Loan or extension of
credit or commitment to make a loan or extension of credit which by its terms is
supported by a guaranty or similar obligation,  a guaranty has been executed and
delivered  to Finance and is, to the  knowledge  of the  Issuers,  still in full
force and effect.

          (c) FINANCING STATEMENTS.  Finance or Associates,  as applicable,  has
filed or caused to be filed all necessary UCC financing  statements  required by
the applicable  Mortgage Loan Investor to be filed by Finance or Associates,  as
applicable,  including all necessary  extension  statements,  in the appropriate
offices to perfect and maintain the first Lien on all Mortgage  Loan  Collateral
for which such filings are necessary.

          (d) CONDEMNATION  AND CASUALTY.  Except as set forth on SCHEDULE 4.27,
none of the  Capri  Companies  has  received  any  written  notice,  or,  to the
knowledge of the Issuers,  any non-written notice, of, any and, to the knowledge
of the Issuers,  there is no (i) proceeding pending or threatened for partial or
total  condemnation  of any of the Mortgage  Loan  Collateral  or (ii)  casualty
affecting any portion of the Mortgage Loan Collateral.

     4.28 DEFAULT/FORECLOSURE; PRIOR CLAIMS EXPERIENCE(a) Except as set forth on
SCHEDULE 4.28, there is no payment default,  or to the knowledge of the Issuers,
other  default  under  any  Serviced  Loan or,  to the  extent  applicable,  any
Warehouse Loan.

          (b) Except as set forth on SCHEDULE 4.28,  none of the Capri Companies
hold any REO and no properties  subject to Warehouse Loans or Serviced Loans are
subject to  foreclosure  proceedings  by the Capri  Companies,  nor are any such
actions currently contemplated.

          (c) Except as otherwise  disclosed in SCHEDULE 4.28 hereto,  the Capri
Companies are not party to any agreement,  arrangement or obligation  with or to
any Person,  including a Regulatory Body,  Mortgage Loan Investor or insurer, to
repurchase  from any such  Person  any  Serviced  Loan,  or other  loan,  or any
property  serviced for others or any agreement,  arrangement or understanding to
reimburse,  indemnify  or hold any such  Person  harmless  or  otherwise  assume
liability  in respect of any loss,  cost or expense  suffered  or  incurred as a
result of foreclosure or default under any Serviced Loan,  other loan, or to the
extent  applicable,  any  Warehouse  Loan, or sale of any such loan or property,
except as may arise solely from a breach of a customary representation, warranty
or covenant  relating to the origination,  sale or servicing of such loan, as to
which, to the knowledge of the Issuers, no breach or default has occurred and is
continuing  which  would give rise to any such  liability  and none of the Capri
Companies have received any notice of such potential breach or default.

          (d) Except as set forth in SCHEDULE 4.28,  none of the Capri Companies
(i) have ever been required to repurchase any Mortgage Loan; (ii) have ever been
required  to make a  payment  on  account  of a breach  of a  representation  or
warranty or indemnification  obligation or loss-sharing arrangement with respect
to any Mortgage  Loan;  (iii) have been subject to any surcharge or  experienced
any  deduction  from the amount of a claim that it has  presented  for  mortgage
insurance,  guarantee or similar benefits with respect to any defaulted Mortgage
Loan or (iv) have entered into any  agreement  with a Mortgage  Loan Investor or
Regulatory Body relating to a Mortgage Loan as a result of any potential loss or
default or any other condition relating to such Mortgage Loan.

     4.29  NO  DISTRIBUTIVE  INTENT.  In the  event  that  any  Issuer  acquires
CharterMac  Restricted  Equity  Securities,  such Issuer will be acquiring  such
CharterMac  Restricted  Equity Securities for its own account for investment and
not with a view to, or for sale in connection  with, any  distribution  thereof,
nor with the intention of  distribution or selling the same. Each of the Issuers
is an "accredited investor" as such term is defined in Rule 501 of Regulation D,
as promulgated under the Securities Act. Each of the Issuers understands that no
United States  federal or state agency or any other  government or  governmental
agency  has  passed  upon or  made  any  recommendation  or  endorsement  of the
CharterMac Restricted Equity Securities.

     4.30 NO  BROKERS OR  FINDERS.  Except  for as set forth on  SCHEDULE  4.30,
neither  the  Capri  Parties,  their  respective  Affiliates  nor  any of  their

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<PAGE>

respective officers,  directors or employees, have employed any broker or finder
or incurred any liability for any brokerage or finder's fees or  commissions  or
similar payments in connection with any of the Contemplated Transactions.

     4.31 DISCLOSURE.  No  representations or warranties by the Capri Parties in
this Agreement or the other Transaction Documents,  or in certificates delivered
by Capri Parties (or Authorized  Officers  thereof)  pursuant  hereto or thereto
contain or will contain any untrue  statement of material  fact or omits or will
omit to state any material fact necessary,  in light of the circumstances  under
which it was  made,  in  order to make the  statements  herein  or  therein  not
misleading. Except as set forth on the applicable Schedule, all documents listed
on Schedules to this Agreement and the other  Transaction  Documents are or will
be true and complete copies of what they purport to be.

                                    ARTICLE V
                 REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

          The Investor hereby represents and warrants to the Issuers as follows:

     5.1 EXISTENCE AND POWER. The Investor is a limited  liability  company duly
organized,  validly existing and in good standing under the laws of the State of
Delaware.  The Investor has all limited  liability  company  powers  required to
carry on the Investor's business as now conducted and to perform its obligations
under this Agreement and the other Transaction Documents to which it is a party.

     5.2 AUTHORIZATION.  The execution, delivery and performance by the Investor
of this  Agreement  and the  Transaction  Documents  to which the  Investor is a
party,  and the  consummation by the Investor of the  transactions  contemplated
hereby  and  thereby  have been duly  authorized,  and no  additional  action is
required for the approval of this  Agreement  and the  Transaction  Documents to
which the Investor is a party.  This Agreement and the Transaction  Documents to
which the Investor is a party, have been or, to the extent contemplated  hereby,
will be, duly executed and delivered and constitute valid and binding agreements
of the  Investor,  enforceable  against the  Investor in  accordance  with their
terms,  except as may be  limited  by  bankruptcy,  reorganization,  insolvency,
moratorium and similar laws of general application  relating to or affecting the
enforcement  of rights of  creditors  and except  that  enforceability  of their
obligations  thereunder are subject to general  principles of equity (regardless
of whether such  enforceability  is  considered  in a proceeding in equity or at
law).

     5.3  NON-CONTRAVENTION.  The  execution,  delivery and  performance  by the
Investor of this Agreement and the  Transaction  Documents to which the Investor
is  a  party,   and  the  consummation  by  the  Investor  of  the  transactions
contemplated  hereby do not and will not: (a)  contravene  or conflict  with the
Certificate of Formation or limited liability company agreement of the Investor;
(b)  contravene  or conflict  with or  constitute  a material  violation  of any
material provision of any law, regulation, judgment, injunction, order or decree
binding upon or  applicable to the Investor,  which  contravention,  conflict or
violation would have a Material  Adverse Effect on the Investor;  or (c) require
any action by or  respect  of, or filing  with any  governmental  body,  agency,
official or authority,  which,  individually  or in the aggregate,  would have a
Material Adverse Effect on the Investor.

     5.4 INVESTMENT. The Investor is acquiring the Notes for its own account for
investment  and  not  with a view  to,  or for  sale  in  connection  with,  any
distribution  thereof,  nor with the  intention of  distribution  or selling the
same; PROVIDED,  HOWEVER,  that the Investor may transfer the Notes among one or
more of its  Affiliates.  The  Investor  is aware  that the Notes  have not been
registered under the Securities Act or under applicable state securities or blue
sky laws.  The Investor is an  "accredited  investor" as such term is defined in
Rule 501 of Regulation D, as promulgated  under the Securities Act. The Investor
understands  that  no  United  States  federal  or  state  agency  or any  other
government or governmental  agency has passed upon or made any recommendation or
endorsement of the Notes.

     5.5 NO BROKERS OR FINDERS. Neither the Investor, its Affiliates, nor any of
their respective officers,  directors or employees,  have employed any broker or
finder  or  incurred  any  liability  for  any  brokerage  or  finder's  fees or
commissions  or similar  payments  in  connection  with any of the  Contemplated
Transactions.

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     5.6 DISCLOSURE.  No  representations  or warranties by the Investor in this
Agreement or the other Transaction  Documents,  or in certificates  delivered by
the Investor (or Authorized Officers thereof) pursuant hereto or thereto contain
or will contain any untrue  statement of material  fact or omits or will omit to
state any material fact necessary,  in light of the circumstances under which it
was made, in order to make the statements herein or therein not misleading.

                                   ARTICLE VI
                                    COVENANTS

          The Issuers  covenant,  agree and undertake with the Investor that the
Issuers  shall,  and shall cause the other Capri  Companies (as  applicable)  to
comply with the following covenants, agreements and undertakings:

     6.1 NO  SOLICITATION.  From the date of this Agreement  through the Closing
Date,  neither  the  Issuers  nor any of the Capri  Companies,  nor any of their
respective  Affiliates  nor  any  of  any  such  Persons'  directors,  officers,
employees, agents or representatives shall directly or indirectly (i) solicit or
encourage any inquiries, discussions or proposals for, (ii) continue, propose or
enter into  negotiations or discussions with respect to, or (iii) enter into any
agreement or  understanding  providing for, any acquisition of any Capri Company
Equity Interests or the assets or business of the Capri Companies; nor shall any
such Persons or entities  provide any  information to any Person (other than the
Investor  and the Investor  Representatives)  for the purpose of  evaluating  or
determining  whether to make or pursue any inquiry or proposal  with  respect to
any such transaction.  The Issuers shall immediately advise the Investor of, and
communicate  to the Investor the terms of, any such inquiry or proposal that any
of the Issuers or Capri Companies or such Persons may receive or of which any of
them may become aware,  including the identity of the Person making such inquiry
or proposal.

     6.2 TRANSFER  PRICING.  The Issuers and the Investor  acknowledge  that the
Investor and its Affiliates and CCLP and its Subsidiaries,  on the one hand, and
CCA and its Subsidiaries, on the other hand, will make referrals to, and provide
certain  services  to, the other,  and the Issuers and the  Investor  agree that
compensation  shall be paid for such  referrals and services on such basis as is
mutually agreed among the parties after the date of this Agreement.

     6.3  THE  ISSUERS.  From  the  date of  this  Agreement  and so long as the
Investor has any obligation to make the Loans hereunder,  or any indebtedness is
outstanding under the Notes, or any Loan remains outstanding (PROVIDED, that any
of the following provisions  applicable to CCLP and its Subsidiaries shall cease
to  apply  from and  after  the  repayment  in full of the CAI Loan and the CCLP
Loan):

          (a)  PUNCTUAL  PAYMENT.  Each Issuer will duly and  punctually  pay or
cause to be paid  the  principal  and  interest  on the Loan  made to it and all
interest, fees and other Secured Obligations provided for in this Agreement, all
in accordance  with the terms of this  Agreement  and the Notes,  as well as all
other sums owing pursuant to the Loan Documents.

          (b) NOTICES.

               (i) DEFAULTS.  The Issuers will  promptly  notify the Investor in
writing  of the  occurrence  of any  Default  or Event of  Default  known to the
Issuers.

               (ii) NOTIFICATION OF CLAIMS AGAINST COLLATERAL. The Issuers will,
promptly  upon (but in any event not later  than ten (10) days  after)  becoming
aware  thereof,  notify the  Investor  in writing of any events  relating to the
Collateral  that  materially  adversely  affect the rights of the Investor  with
respect thereto.

               (iii) NOTICE OF LITIGATION AND  JUDGMENTS.  The Issuers will give
notice to the Investor in writing (within ten (10) days of the date on which any
such Person  shall  become  aware  thereof)  of any  litigation  or  proceedings
threatened or any pending litigation and proceedings affecting such Person or to
which such Person is or is to become a party  involving an amount in controversy
exceeding  $100,000 or that could  reasonably  be expected to have a  materially
adverse  effect  on such  Person  and  stating  the  nature  and  status of such

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litigation or proceedings. The Issuers will give notice (within ten (10) days of
the date on which any such Person shall become aware  thereof) to the  Investor,
in writing in form and detail  satisfactory to the Investor,  of any judgment in
excess of $100,000, final or otherwise, against such Persons.

               (iv) NOTICES RE REGULATORY  BODIES.  The Issuers  will,  promptly
upon (but in any event not later than three (3)  Business  Days after)  becoming
aware thereof, notify the Investor in writing of any (A) material correspondence
between  any  Capri  Party  and any  Regulatory  Body  and (B)  notice  from any
Regulatory  Body of any  alleged  violation  of any laws,  regulations  or other
requirements of any Regulatory Body applicable to any of the Capri Parties,  and
in  each  case  such  notice  from  the  Issuers  shall  attach  a copy  of such
correspondence or notice, as applicable.

          (c) REGULATORY  CONSENTS.  The Issuers shall (i) file with  applicable
regulatory  authorities the  applications and related  documents  required to be
filed by them,  including  any filings  required to be made with any  Regulatory
Body (and prosecute  diligently any related  proceedings) in order to consummate
the Contemplated Transactions, (ii) use their commercially reasonable efforts to
obtain any necessary consents of regulatory  authorities,  including  Regulatory
Bodies,  and to cooperate with them as they may reasonably request in connection
with the  foregoing,  and (iii) use their  commercially  reasonable  efforts  to
obtain  all  consents  required  pursuant  to the  terms  of  leases,  licenses,
contracts  with  Advisory  Clients or other  agreements  in order to prevent the
occurrence of any breach,  default or termination right upon the consummation of
any of the Contemplated Transactions.

          (d)  COMMERCIALLY  REASONABLE  EFFORTS.  The Issuers shall,  and shall
cause the Capri  Companies  to,  subject  to the  terms and  conditions  of this
Agreement,  use their  commercially  reasonable  efforts to take, or cause to be
taken, all actions, and to do, or cause to be done, all things necessary, proper
or advisable  under  applicable  laws and  regulations,  to cause the conditions
specified in Article III hereof to be satisfied and otherwise to consummate  and
make effective the transactions  contemplated by this Agreement and not to cause
the Issuers'  representations  and warranties  contained herein to be untrue, in
any material respects, at the Closing.

          (e)  REPLACEMENT  DOCUMENTATION.  Upon  receipt of an  affidavit of an
officer of the Investor as to the loss, theft,  destruction or mutilation of any
Note, Guaranty or Security Agreement (or security interest filings made pursuant
thereto),  and  customary  (unsecured,   unbonded)  indemnification   reasonably
satisfactory to the Issuers,  the Issuers shall,  and shall cause any applicable
Capri  Company to,  issue,  in lieu thereof,  a  replacement  Note,  Guaranty or
Security  Agreement (or security  interest filings made pursuant thereto) in the
same principal amount thereof and otherwise of like tenor.

          (f) RESTRICTION ON TRANSFER.  Without the prior written consent of the
Investor,  which  shall be granted or  withheld  in the sole  discretion  of the
Investor, the Issuers shall not, and shall cause CPC and CAI not to, directly or
indirectly, Transfer any membership interests in CCA or partnership interests in
CCLP to any Person, except to Permitted Transferees.

          (g) ADDITIONAL CONSENTS.  The Issuers shall, and shall cause the Capri
Companies to, ensure that all Investment  Advisory  Contracts entered into after
the  date of this  Agreement  include  the  express  written  consent,  on terms
reasonably  satisfactory to the Investor, of all the parties thereto (other than
the Capri  Companies)  to the closing of the  exercise of the CCA Option and the
acquisition of Capri Company Equity Interests pursuant thereto.

     6.4 AFFIRMATIVE  COVENANTS OF CCLP AND ITS  SUBSIDIARIES.  From the date of
this  Agreement and so long as the Investor has any  obligation to make the CCLP
Loan and the CAI Loan hereunder,  or any  indebtedness is outstanding  under the
CCLP Note or the CAI Note, or the CCLP Loan or CAI Loan remains outstanding, but
only until the occurrence of the CCLP Acquisition Date:

          (a) FINANCIAL STATEMENTS AND REPORTS.  CCLP and its Subsidiaries shall
furnish or cause to be furnished to the Investor from time to time the following
financial  statements and reports and other information,  all in form, manner of
presentation and substance reasonably acceptable to the Investor:

               (i) ANNUAL STATEMENTS.  As soon as practicable,  but in any event
not later than ninety  (90) days after the end of each fiscal year of CCLP,  the

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audited   consolidated  balance  sheet  of  CCLP  and  its  Subsidiaries  (on  a
consolidated basis), and the unaudited  consolidating  balance sheet of CCLP and
its  Subsidiaries  (on a  consolidating  basis) at the end of such year, and the
related respective audited consolidated and unaudited  consolidating  statements
of earnings and cash flows for such year, each setting forth in comparative form
the  figures  for the  previous  fiscal  year and all such  statements  to be in
reasonable  detail,  prepared in accordance  with GAAP,  and  accompanied  by an
auditor's  report prepared  without  qualification  by an independent  certified
public accountant reasonably acceptable to the Investor.

               (ii) QUARTERLY  STATEMENTS.  As soon as  practicable,  but in any
event not later than thirty  (30) days after the end of each  fiscal  quarter of
CCLP,  the  management  prepared  consolidated  balance  sheet  of CCLP  and its
Subsidiaries,  and the management prepared  consolidating  balance sheet of CCLP
and its Subsidiaries at the end of such quarter (including for the fourth fiscal
quarter,  which shall be subject to normal year end audit adjustments),  and the
related  management  prepared  consolidated  and  consolidating   statements  of
earnings and cash flows for such quarter, each setting forth in comparative form
the  figures for the  previous  fiscal  quarter,  all such  statements  to be in
reasonable  detail,  prepared in accordance  with GAAP (except for notes thereto
required by GAAP).

               (iii) CCLP ANNUAL BUDGET.  In respect of the year ending December
31, 2005, CCLP and its Subsidiaries  shall comply with their existing budget for
such year, and shall not incur or pay any expenses  outside the ordinary  course
of business or in excess of amounts set forth in such existing  budget,  without
the  Investor's  prior written  consent.  Not later than December 1 of each CCLP
Budget Year (beginning with the CCLP Budget Year ending December 31, 2005), CCLP
shall prepare and submit to the Investor,  a proposed CCLP Annual Budget for the
next  succeeding  CCLP Budget Year,  along with a variance report showing actual
results for the then  current  fiscal  year of CCLP to such  fiscal  year's CCLP
Annual  Budget;  provided  that  CCLP  shall  not be  required  to  submit  such
information  for the CCLP Budget Year ending December 31, 2005 until February 1,
2005.  Not later than 30 days after  receipt by the Investor of a proposed  CCLP
Annual  Budget,  the  Investor  may deliver a notice (a "CCLP  BUDGET  OBJECTION
NOTICE") to CCLP stating that the Investor objects to any information  contained
in or  omitted  from  such  proposed  CCLP  Annual  Budget  (including,  without
limitation, the business plan set forth therein) and setting forth the nature of
such objections in reasonable  detail. The proposed CCLP Annual Budget shall not
be deemed  accepted by the  Investor in the  absence of the  Investor's  express
written approval,  PROVIDED,  HOWEVER, that the Investor shall be deemed to have
approved the CCLP Annual Budget if its does not deliver a CCLP Budget  Objection
Notice to CCLP within such 30-day period; PROVIDED,  FURTHER,  HOWEVER, that any
response by the Investor to the proposed CCLP Annual Budget,  including, but not
limited to, a request for further information or additional time to consider the
proposed CCLP Annual Budget,  shall  constitute a sufficient  response such that
the  Investor  shall not be deemed to have  approved  the  proposed  CCLP Annual
Budget and shall be deemed to have  delivered  a timely  CCLP  Budget  Objection
Notice.  Upon receipt of any CCLP Budget  Objection  Notice,  CCLP shall, to the
extent it agrees with the matters  stated in the CCLP Budget  Objection  Notice,
modify the  proposed  CCLP Annual  Budget,  taking into  account the  Investor's
objections,  and shall resubmit the same to the Investor for approval  within 15
days  thereafter,  and the  Investor may deliver  further CCLP Budget  Objection
Notices (if any) within 15 days  thereafter (in which event,  the  re-submission
and review  process  described  above in this sentence  shall continue until the
CCLP Annual Budget in question is accepted and consented to by the Investor). As
to any portion of a proposed  CCLP  Annual  Budget that is the subject of a CCLP
Budget  Objection  Notice,  pending  resolution  of the disputed  items the CCLP
Approved Budget for the  immediately  preceding year shall be deemed to continue
with respect to such item,  increased in the amount  (expressed as a percentage)
that the consumer price index for such immediately preceding year increased,  up
to 5%;  PROVIDED,  HOWEVER,  that CCLP  Nondiscretionary  Expenses  shall not be
subject to the limitations in the prior CCLP Approved Budget.  For this purpose,
"CCLP NONDISCRETIONARY EXPENSES" means debt service payments and any other third
party obligations  payable by CCLP under loan agreements and contracts in effect
prior to the commencement of the applicable CCLP Budget Year.

               (iv)  MANAGEMENT  REPORTS.  Within three (3) Business  Days after
preparation thereof, copies of all internally prepared reports in respect of the
Mortgage Banking Business of the type set forth on SCHEDULE 6.4(A)(IV),  and all
substantially similar reports prepared in the future which replace or supplement
such reports,  PROVIDED,  HOWEVER,  that quarterly management reports shall also
include variance from the CCLP Approved Budget.

               (v) COMPLIANCE CERTIFICATE. Concurrently with the delivery of the
financial  statements  referred  to in  Sections  6.4(a)(i)  and (ii)  above,  a

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certificate  of  the  Issuers  and  an  Authorized   Officer  of  CCLP  and  its
Subsidiaries  certifying that the Issuers and CCLP and its  Subsidiaries  during
such  period  observed  or  performed  in all  material  respects  all of  their
covenants and other  agreements,  and satisfied in all material  respects  every
material  condition,  contained  in this  Agreement  and the  other  Transaction
Documents to be observed, performed or satisfied by them, and that no Default or
Event of Default, except as specified in such certificate, has occurred.

               (vi) ACCOUNTANT'S  LETTERS.  Contemporaneously  with CCLP and its
Subsidiaries'  receipt thereof,  copies of all accountants'  management  letters
delivered to any of CCLP and its Subsidiaries.

               (vii) CONSOLIDATED  REPORTING.  All financial reports,  financial
statements,  compliance determinations and certificates and other information at
any time  required to be  furnished,  or  otherwise  furnished,  to the Investor
hereunder  shall be prepared and presented on a consolidated  and  consolidating
basis.

          (b) REGULATORY MATTERS;  CONSENTS. CCLP and its Subsidiaries shall (i)
file  with  applicable  regulatory  authorities  the  applications  and  related
documents  required to be filed by them,  including  any filings  required to be
made with any Regulatory Body (and prosecute diligently any related proceedings)
in  order  to  consummate  the   Contemplated   Transactions,   (ii)  use  their
commercially  reasonable  efforts to obtain any necessary consents of regulatory
authorities, including Regulatory Bodies, and to cooperate with them as they may
reasonably  request  in  connection  with the  foregoing,  and  (iii)  use their
commercially  reasonable efforts to obtain all consents required pursuant to the
terms of leases,  licenses,  contracts  with Advisory  Clients and Mortgage Loan
Investors or other  agreements in order to prevent the occurrence of any breach,
default or termination  right upon the  consummation of any of the  Contemplated
Transactions.

          (c) ACCESS.  CCLP and its Subsidiaries shall (i) give the Investor and
its  authorized  representatives,  financial  advisors  and  other  consultants,
agents, accountants and attorneys (collectively "INVESTOR REPRESENTATIVES") full
access to all offices,  warehouses  and other  facilities and properties of CCLP
and its Subsidiaries, to the books and records of CCLP and its Subsidiaries (and
permit the Investor to make copies thereof) and to CCLP's and its  Subsidiaries'
accountants and accountants' work papers (and permit the Investor to make copies
thereof)  (collectively  "CCLP  FACILITIES"),  (ii) permit the  Investor and the
Investor  Representatives to make inspections of the CCLP Facilities,  and (iii)
cause its  officers,  agents and  accountants  to furnish the  Investor  and the
Investor  Representatives  with  such  financial  and  operating  data and other
information with respect to CCLP and its  Subsidiaries,  and to discuss with the
Investor  and  the  Investor   Representatives  the  affairs  of  CCLP  and  its
Subsidiaries,  all as the  Investor  may from time to time  reasonably  request,
provided,  that such access,  inspection and discussion  shall be during regular
business  hours,  on  reasonable  prior  notice,  and in a manner which will not
result in a material disruption of business.

          (d) CONDUCT OF BUSINESS. CCLP and its Subsidiaries shall:

               (i) operate,  maintain and manage the Mortgage  Banking  Business
and all assets  and  property  of CCLP and its  Subsidiaries  in a  commercially
reasonable  manner  consistent  with the operation,  maintenance  and management
thereof prior to the Closing Date, including without limitation, compliance with
the material terms and provisions of any and all contracts and other  agreements
and instruments to which CCLP and its Subsidiaries are party;

               (ii) keep and  maintain  true and  accurate  records and books of
accounts in which full, true and correct entries will be made in accordance with
GAAP and past practices, in a manner that fairly reflects the income,  expenses,
assets and  liabilities  thereof  and also in such  manner as may be  reasonably
requested  by the  Investor  in  connection  with  SEC  filings,  or  any  other
securities laws, rules or regulations, applicable to CharterMac;

               (iii) take all actions  reasonably  requested  by the Investor in
connection with the preparation of, and audit of,  financial  statements of CCLP
and its  Subsidiaries  in order  that such  financial  statements  will meet the
applicable  requirements for inclusion as part of the financial  statements of a
public company filed with the SEC;

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               (iv) use  commercially  reasonable  efforts to  maintain  in full
force and effect all licenses,  permits and  approvals  from  Regulatory  Bodies
applicable  to CCLP and its  Subsidiaries  and their  respective  employees  and
comply, in all material respects,  with all laws, statutes,  ordinances,  rules,
regulations,  orders, writs,  injunctions,  decrees, awards, approvals and other
requirements  of any  court or other  Regulatory  Body  applicable  to it or the
conduct of the Mortgage Banking Business;

               (v) provide to the Investor for its review all "pipeline" reports
in respect of the Mortgage Banking Business prepared for management within three
(3)  Business  Days after they are  prepared,  and upon the  Investor's  request
discuss the same with the  Investor,  and promptly  provide to the Investor such
other  information  in respect of any  commitments  or proposed  Mortgage  Loans
reflected in the "pipeline" report as the Investor reasonably requests;

               (vi) comply in all material  respects with all  applicable  laws,
statutes, rules and regulations;

               (vii)  each  maintain  its  principal  place of  business  at the
location indicated for it on SCHEDULE 6.4(D);

               (viii)  duly  pay  and  discharge,   or  cause  to  be  paid  and
discharged,  before the same shall become  overdue,  all Taxes imposed upon CCLP
and its Subsidiaries and their respective real properties, sales and activities,
or any part thereof,  or upon the income or profits therefrom,  except for those
Taxes,  assessments or charges which any such Person is contesting in good faith
by appropriate  proceedings and with respect to which appropriate  reserves have
been established and are being maintained in accordance with GAAP;

               (ix)  maintain  in full force and effect all  insurance  policies
applicable to CCLP and its Subsidiaries listed on SCHEDULE 4.21;

               (x)  subject  to  Section  6.5(b)(xvii),  use their  commercially
reasonable  efforts to replace or extend the  Warehousing  Facility prior to its
expiration;

               (xi) upon the request of the Investor,  engage as their  auditors
the independent accountants then used by the Investor; and

               (xii) comply with the provisions of its Organizational Documents.

     6.5 NEGATIVE COVENANTS OF CCLP AND ITS SUBSIDIARIES.  From the date of this
Agreement  and so long as the Investor has any  obligation to make the CCLP Loan
and the CAI Loan hereunder,  or any  indebtedness is outstanding  under the CCLP
Note or the CAI Note,  or the CCLP Loan or CAI Loan  remains  outstanding  , but
only until the occurrence of the CCLP Acquisition  Date,  without the Investor's
prior written consent:

          (a) CORPORATE ORGANIZATION;  DISTRIBUTIONS.  CCLP and its Subsidiaries
shall not, except as expressly provided in this Agreement:

               (i) issue,  sell or otherwise  dispose of any  debentures,  notes
(other  than  notes  under  the  Warehousing  Facility),  Capri  Company  Equity
Interests or other  security of CCLP and its  Subsidiaries,  or create,  sell or
otherwise dispose of any options, rights, conversion rights, or other agreements
or commitments of any kind relating to the issuance,  sale or disposition of any
such securities;

               (ii)  except  for the  Reorganization,  recognize  any  purported
transfer  or  assignment  of  Capri  Company  Equity  Interests  of CCLP and its
Subsidiaries, to any Person other than the Investor;

               (iii) declare or pay any dividends in, or make any  distributions
of, cash,  securities or other  property  prior to the first  anniversary of the
Closing Date, except (A) in an amount equal to the Taxes, if any, payable by the
partners in CCLP (or their  respective  members) on income  allocated to them in

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connection with the operations,  as permitted by this Agreement, of CCLP and its
Subsidiaries during the year ended December 31, 2004 or for any period after the
Closing  Date that they are  partners  in CCLP,  and (B) in such  amounts as are
necessary to permit the Capri Principals and CRC to make all required  principal
and interest  payments on the CAI Loan and the CCLP Loan (and provided that such
distributions are immediately used for such purpose);

               (iv)  make  any  other  payment   (however   characterized)   to,
Investment  in,  or  transfer  of  assets  to,  a  Related  Party,   other  than
compensation  pursuant  to  Employment  Agreements,  reimbursements  of ordinary
course  business  expenses  and  inter-company  payments  and  transfers  in the
ordinary  course of  business  consistent  with past  practice  and set forth on
SCHEDULE 4.25;

               (v) enter into any joint venture or partnership;

               (vi) be  party to any  merger,  consolidation  or other  business
combination;

               (vii) dissolve or liquidate;

               (viii)  transfer,  or otherwise  dispose of any assets of CCLP or
its  Subsidiaries,  other  than de minimis  dispositions  of assets and sales of
Mortgage Loans, in each case in the ordinary course of business  consistent with
past practice;

               (ix) commence a voluntary  case under Title 11 of the U.S.  Code,
as amended, or any other applicable federal or state  receivership,  bankruptcy,
insolvency  or other  similar  law, or consent to the  appointment  of or taking
possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator
or  other  similar  official  of any of  CCLP  and its  Subsidiaries  or for any
substantial part of any of CCLP's and its Subsidiaries' properties or assets, or
make any assignment for the benefit of creditors;

               (x)  organize any new  Subsidiary  or acquire any interest in any
business; or

               (xi) pay, or permit the accelerated vesting,  funding or delivery
of, or  increase  in the  amount or value of,  any  payment  or  benefit  to any
employee  or  director  of  the  Capri  Companies  resulting,  pursuant  to  any
employment  agreement or Company  Plan,  from the execution and delivery of this
Agreement or the consummation of the Contemplated  Transactions (either alone or
in connection with another event such as an employment  termination),  except to
the extent paid out of the proceeds of the Loans on the Closing Date pursuant to
the  Disbursement  Instructions  or  segregated  for that  purpose  pursuant  to
arrangements  satisfactory to the Investor,  and the Capri  Principals  covenant
that they shall pay any such payments not so paid on the Closing Date; or

               (xii) agree or otherwise commit, whether in writing or otherwise,
to do any of the foregoing.

          (b) CONDUCT OF  BUSINESS.  CCLP and its  Subsidiaries  shall not,  and
shall cause each of their Affiliates not to:

               (i)  engage  in any  business  other  than the  Mortgage  Banking
Business  or take any action  outside the  ordinary  course of business or which
would  involve  any change in the manner in which the  business  of CCLP and its
Subsidiaries is conducted prior to the Closing Date;

               (ii) in  respect  of each CCLP  Budget  Year,  not enter into any
contracts or other  agreements nor expend any funds not provided for in the CCLP
Annual Budget for such CCLP Budget Year;

               (iii) make any capital  expenditures  outside the ordinary course
of business, except as specifically provided for in the applicable CCLP Approved
Budget;

               (iv)  acquire any  material  assets or enter into any contract or
commitment,  other than in the ordinary course of business  consistent with past
practice,  except as  specifically  provided for in the applicable CCLP Approved
Budget;

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               (v)  incur  any  material  obligation  or  liability  other  than
obligations  and  liabilities  incurred  in  the  ordinary  course  of  business
consistent  with past  practice,  except  as  specifically  provided  for in the
applicable CCLP Approved Budget;

               (vi) except for the  Reorganization,  take any  action,  or enter
into any  contract or  agreement  with  respect to the voting or transfer of any
Capri Company Equity Interests;

               (vii) enter into any  contract or  commitment,  other than in the
ordinary  course  of  business   consistent   with  past  practice,   except  as
specifically provided for in the applicable CCLP Approved Budget;

               (viii)  enter into any  contract  or  agreement  with any Related
Party;

               (ix)  cancel  any debts to or waive any claims or rights of value
to CCLP and its  Subsidiaries  other  than in the  ordinary  course of  business
consistent with past practice;

               (x) enter into any new employment agreements, or change or modify
any material terms of employment,  including without limitation compensation, of
any employees of CCLP and its Subsidiaries;

               (xi) sell or transfer  the rights to service any  Mortgage  Loan,
except in connection with the sale in the ordinary course of business consistent
with past practice of Mortgage Loans to which such servicing relates;

               (xii) change its standards for underwriting Mortgage Loans;

               (xiii)  change its  fiscal  year,  make any change in  accounting
method,  policy or practices  unless  mandated by GAAP or change its independent
auditors;

               (xiv) delay or postpone the payment of accounts  payable or other
liabilities  or costs  of any of CCLP and its  Subsidiaries  or  accelerate  the
collection  of  receivables  of any of CCLP and its  Subsidiaries,  in each case
other than in the ordinary course of business consistent with past practice;

               (xv)  make  or  permit  to  exist  or  remain   outstanding   any
Investment,  other than (A) the making of Warehouse Loans in the ordinary course
of  business  and  consistent  with past  practice,  provided  that CCLP and its
Subsidiaries  shall not make a  commitment  to make a  Warehouse  Loan  unless a
Mortgage Loan  Investor has agreed to purchase the  Warehouse  Loan on the terms
set  forth in the  commitment,  at no less  than par,  (B)  Investments  in Cash
Equivalents and (C)  acquisitions of property in the ordinary course of business
consistent with past practice;

               (xvi) take or omit to take any action,  the result of which would
be the failure to satisfy any condition specified in Section 3.1;

               (xvii) not replace,  refinance,  extend or  otherwise  modify the
Warehousing Facility without the Investor's prior written consent; and

               (xviii)  make  or  enter  into  any   agreement,   commitment  or
understanding, whether in writing or otherwise, to do any of the foregoing.

          (c) RESTRICTIONS ON INDEBTEDNESS.  CCLP and its Subsidiaries  will not
create,  incur,  assume,  guarantee  or be or  remain  liable,  contingently  or
otherwise, with respect to any Indebtedness other than:

               (i) the Loans;

               (ii) Indebtedness under the Warehousing Facility;

               (iii)  Indebtedness  outstanding on the date hereof and set forth
on SCHEDULE 6.5(C);

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               (iv) current liabilities of CCLP and its Subsidiaries incurred in
the ordinary  course of business but not incurred  through (x) the  borrowing of
money, or (y) the obtaining of credit except for credit on an open account basis
customarily extended and in fact extended in connection with normal purchases of
goods and services;

               (v)  Indebtedness  in  respect  of Taxes or levies and claims for
labor,  materials and supplies to the extent that payment  therefor shall not at
the time be required to be made in  accordance  with the  provisions  of Section
6.4(d)(viii);

               (vi)  Indebtedness to Fannie Mae, Freddie Mac, GNMA, FHA or other
parties  with whom CCLP and its  Subsidiaries  originate,  sell,  repurchase  or
service  Mortgage Loans,  to the extent  directly  relating to or arising out of
such  origination,  sale,  repurchase,  or servicing  in the ordinary  course of
business;

               (vii)  Indebtedness   secured  by  real  property  acquired  upon
foreclosure  of Mortgages,  which,  either (A) is so secured at the time of such
acquisition,  or (B) is directly related to such real property, not in excess of
the  fair  market  value  thereof,  and  reasonably  expected  by  CCLP  and its
Subsidiaries  to be recovered from the sale or other  disposition of the subject
real property;

               (viii)  Indebtedness  incurred to finance the purchase or leasing
of equipment, in the ordinary course of business; and

               (ix)  Indebtedness  incurred in the  ordinary  course of business
secured by one or more specific assets, in each instance the principal amount of
which shall not exceed the GAAP book value of the subject asset(s).

          (d)  RESTRICTIONS ON LIENS,  ETC. CCLP and its  Subsidiaries  will not
(except Finance in connection with its purchase,  origination and sale from time
to time of Mortgage Loans and related assets in the ordinary  course of business
consistent with past practice  including Liens in favor of the Warehouse  Lender
under the Warehousing Facility),  (i) create or incur or suffer to be created or
incurred or to exist any Lien upon any of the Capri Company Equity  Interests of
CCLP and its  Subsidiaries  or their  respective  properties  or  assets  of any
character whether now owned or hereafter acquired, or upon the income or profits
therefrom;  (ii)  transfer any of their  respective  properties or assets or the
income or  profits  therefrom  for the  purpose  of  subjecting  the same to the
payment of  Indebtedness  or performance of any other  obligation in priority to
payment of their respective general creditors;  (iii) acquire,  or agree or have
an option to acquire,  any  property or assets  upon  conditional  sale or other
title  retention or purchase money security  agreement,  device or  arrangement;
(iv)  suffer to exist for a period of more than  thirty (30) days after the same
shall have been incurred any  Indebtedness or claim or demand against it that if
unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any
priority whatsoever over its general creditors;  or (v) sell, assign,  pledge or
otherwise transfer any accounts,  contract rights, general intangibles,  chattel
paper or instruments, with or without recourse; PROVIDED, HOWEVER, that CCLP and
its  Subsidiaries  may create or incur or suffer to be created or incurred or to
exist the following ("CCLP PERMITTED LIENS"):

                    (A) Liens on properties to secure Taxes or claims for labor,
material or supplies  in respect of  obligations  not overdue or which are being
contested in good faith by appropriate  proceedings for which adequate  reserves
determined in accordance  with GAAP have been  established  (and as to which the
property  subject  to any such Lien is not yet  subject  of  foreclosure,  sale,
collection, levy or loss on account thereof);

                    (B)  deposits  or pledges  made in  connection  with,  or to
secure  payment of,  workmen's  compensation,  unemployment  insurance,  old age
pensions or other social security obligations;

                    (C) presently outstanding Liens listed on SCHEDULE 6.5(D);

                    (D) Liens in favor of the  Investor  under  the  Transaction
Documents;

                    (E) Liens securing  Indebtedness to Fannie Mae, Freddie Mac,
the GNMA the FHA or other parties with whom CCLP and its Subsidiaries originate,

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sell,  repurchase or otherwise service Mortgage Loans provided such Liens relate
to the foregoing  transactions,  but only to the extent directly  relating to or
arising out of such origination,  sale, repurchase, or servicing in the ordinary
course of business;

                    (F)  reserves  from time to time  required  by Fannie Mae or
other Regulatory Bodies to be maintained in connection with Mortgage Loans;

                    (G) Liens  securing  Indebtedness  secured by real  property
acquired upon  foreclosure of Mortgages,  which either (x) is so securing at the
time of such acquisition,  or (y) is directly related to such real property, not
in excess of the fair market value thereof,  and reasonably expected by CCLP and
its  Subsidiaries  to be  recovered  from the sale or other  disposition  of the
subject real property;

                    (H)  Liens  securing  Indebtedness   permitted  pursuant  to
Section  6.5(c)(viii),  provided  such Lien does not extend beyond the equipment
which is the subject of the Indebtedness; and

                    (I) Liens  securing  Indebtedness  permitted  under  Section
6.5(c)(ix).

     6.6  AFFIRMATIVE  COVENANTS OF CCA AND ITS  SUBSIDIARIES.  From the date of
this  Agreement  and so long as the Investor has any  obligation to make the CRH
Loan hereunder,  or any  indebtedness is outstanding  under the CRC Note, or the
CRH  Loan  remains  outstanding,  but  only  until  the  occurrence  of the  CCA
Acquisition Date:

          (a) FINANCIAL  STATEMENTS AND REPORTS.  CCA and its Subsidiaries shall
furnish or cause to be furnished to the Investor from time to time the following
financial  statements and reports and other information,  all in form, manner of
presentation and substance reasonably acceptable to the Investor:

               (i) ANNUAL STATEMENTS.  As soon as practicable,  but in any event
not later than  forty-five  (45) days after the end of each  fiscal year of CCA,
the  audited  consolidated  balance  sheet  of CCA  and its  Subsidiaries  (on a
consolidated  basis), and the unaudited  consolidating  balance sheet of CCA and
its  Subsidiaries  (on a  consolidating  basis) at the end of such year, and the
related respective audited consolidated and unaudited  consolidating  statements
of earnings and cash flows for such year, each setting forth in comparative form
the  figures  for the  previous  fiscal  year and all such  statements  to be in
reasonable  detail,  prepared in accordance  with GAAP,  and  accompanied  by an
auditor's  report prepared  without  qualification  by an independent  certified
public accountant reasonably acceptable to the Investor.

               (ii) QUARTERLY  STATEMENTS.  As soon as  practicable,  but in any
event not later than twenty  (20) days after the end of each  fiscal  quarter of
CCA,  the  management  prepared  consolidated  balance  sheet  of  CCA  and  its
Subsidiaries, and the management prepared consolidating balance sheet of CCA and
its  Subsidiaries  at the end of such quarter  (including  for the fourth fiscal
quarter,  which shall be subject to normal year end audit adjustments),  and the
related  management  prepared  consolidated  and  consolidating   statements  of
earnings and cash flows for such quarter, each setting forth in comparative form
the figures for the previous  fiscal  quarter and all such  statements  to be in
reasonable  detail,  prepared in accordance  with GAAP (except for notes thereto
required by GAAP).

               (iii) CCA ANNUAL BUDGET.  Attached as SCHEDULE 6.6(A)(III) is the
CCA Approved Budget for the remainder of the CCA Budget Year ending December 31,
2005.  Not later than  November  15 of each CCA Budget Year  (including  the CCA
Budget Year  ending  December  31,  2005),  CCA shall  prepare and submit to the
Investor,  a proposed CCA Annual Budget for the next succeeding CCA Budget Year,
along with a variance  report showing actual results for the then current fiscal
year of CCA to such  fiscal  year's  CCA Annual  Budget.  Not later than 30 days
after receipt by the Investor of a proposed CCA Annual Budget,  the Investor may
deliver a notice (a "CCA  BUDGET  OBJECTION  NOTICE")  to CCA  stating  that the
Investor  objects to any information  contained in or omitted from such proposed
CCA Annual Budget (including,  without  limitation,  the business plan set forth
therein) and setting forth the nature of such  objections in reasonable  detail.
The proposed CCA Annual  Budget shall not be deemed  accepted by the Investor in
the absence of the  Investor's  express  written  approval,  PROVIDED,  FURTHER,
HOWEVER,  that the  Investor  shall be deemed to have  approved  the CCA  Annual
Budget if its does not deliver a CCA Budget  Objection Notice to CCA within such
30-day  period;  PROVIDED,  HOWEVER,  that any  response by the  Investor to the
proposed CCA Annual Budget, including, but not limited to, a request for further
information or additional time to consider the proposed CCA Annual Budget, shall
constitute a sufficient  response such that the Investor  shall not be deemed to
have  approved  the  proposed  CCA  Annual  Budget  and  shall be deemed to have
delivered a timely CCA Budget Objection  Notice.  Upon receipt of any CCA Budget
Objection Notice,  CCA shall, to the extent it agrees with the matters stated in
the CCA Budget Objection Notice,  modify the proposed CCA Annual Budget,  taking

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into  account the  Investor's  objections,  and shall  resubmit  the same to the
Investor for approval  within 15 days  thereafter,  and the Investor may deliver
further CCA Budget  Objection  Notices (if any)  within 15 days  thereafter  (in
which  event,  the  re-submission  and review  process  described  above in this
sentence  shall continue until the CCA Annual Budget in question is accepted and
consented to by the Investor). As to any portion of a proposed CCA Annual Budget
that is the subject of a CCA Budget Objection Notice,  pending resolution of the
disputed items, the CCA Approved Budget for the immediately preceding year shall
be deemed to  continue  with  respect  to such  item,  increased  in the  amount
(expressed as a percentage)  that the consumer price index for such  immediately
preceding year increased,  up to the greater of 2% or $30,000 (unless  aggregate
assets under management pursuant to Investment Advisory Contracts have decreased
during such immediately preceding calendar year, in which case there shall be no
deemed increase in any such item); PROVIDED,  HOWEVER, that CCA Nondiscretionary
Expenses  shall not be  subject  to the  limitations  in the prior CCA  Approved
Budget.  For this purpose,  "CCA  NONDISCRETIONARY  EXPENSES" means debt service
payments  and any other  third  party  obligations  payable  by CCA  under  loan
agreements and contracts in effect prior to the  commencement  of the applicable
CCLP Budget  Year.  The Issuers  shall,  and shall  cause  appropriate  members,
directors  and  officers  of  CCA  and  its  Subsidiaries  to,   participate  in
CharterMac's  annual  budgetary  process  (including  the provision of pertinent
information  and  availability  of the Issuers and such  members,  directors and
officers), as requested by the Investor.

               (iv) PUBLIC  FILINGS/DISCLOSURES.  Within three (3) Business Days
after the filing or mailing  thereof,  copies of all material filed with the SEC
or sent to Advisory Clients.

               (v)  MANAGEMENT  REPORTS.  Within three (3)  Business  Days after
preparation thereof, copies of all internally prepared reports in respect of the
Advisory  Business  of the  type  set  forth  on  SCHEDULE  6.6(A)(V),  and  all
substantially similar reports prepared in the future which replace or supplement
such reports,  PROVIDED,  HOWEVER,  that quarterly management reports shall also
include variance from the CCA Approved Budget.

               (vi) COMPLIANCE  CERTIFICATE.  Concurrently  with the delivery of
the financial  statements  referred to in Sections  6.6(a)(i) and (ii) above,  a
certificate of the Issuers and an Authorized Officer of CCA and its Subsidiaries
certifying  that the  Issuers  and CCA and its  Subsidiaries  during such period
observed or performed in all material  respects all of their covenants and other
agreements,  and satisfied in all material  respects every  material  condition,
contained in this Agreement and the other Transaction  Documents to be observed,
performed or satisfied by them, and that no Default or Event of Default,  except
as specified in such certificate, has occurred.

               (vii) ACCOUNTANT'S LETTERS.  Contemporaneously with CCA's and its
Subsidiaries'  receipt thereof,  copies of all accountants'  management  letters
delivered to CCA and its Subsidiaries.

          (b) REGULATORY MATTERS;  CONSENTS.  CCA and its Subsidiaries shall (i)
file  with  applicable  regulatory  authorities  the  applications  and  related
documents  required to be filed by them,  including  any filings  required to be
made with any Regulatory Body (and prosecute diligently any related proceedings)
in  order  to  consummate  the   Contemplated   Transactions,   (ii)  use  their
commercially  reasonable  efforts to obtain any necessary consents of regulatory
authorities, including Regulatory Bodies, and to cooperate with them as they may
reasonably  request  in  connection  with the  foregoing,  and  (iii)  use their
commercially  reasonable efforts to obtain all consents required pursuant to the
terms of leases,  licenses,  contracts with Advisory Clients or other agreements
in order to prevent the occurrence of any breach,  default or termination  right
upon the consummation of any of the Contemplated Transactions.

          (c) ACCESS.  CCA and its Subsidiaries  shall (i) give the Investor and
Investor  Representatives  full  access  to all  offices,  warehouses  and other
facilities and properties of CCA and its Subsidiaries,  to the books and records
of CCA and its Subsidiaries (and permit the Investor to make copies thereof) and
to CCA's and its  Subsidiaries'  accountants and  accountants'  work papers (and
permit the Investor to make copies  thereof)  (collectively  "CCA  FACILITIES"),

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(ii) permit the Investor and the Investor Representatives to make inspections of
the  CCA  Facilities,   (iii)  cause  their  respective  officers,   agents  and
accountants to furnish the Investor and the Investor  Representatives  with such
financial  and  operating  data and other  information  with respect to CCA, its
Subsidiaries,  Capri  Funds  and  Separate  Accounts,  and to  discuss  with the
Investor  and  the  Investor   Representatives   the  affairs  of  CCA  and  its
Subsidiaries,  all as the  Investor  may from time to time  reasonably  request,
provided,  that such access,  inspection and discussion  shall be during regular
business  hours,  on  reasonable  prior  notice,  and in a manner which will not
result in a material  disruption  of business  and (iv)  provide to the Investor
such  financial  and  operating  data and  other  information  with  respect  to
portfolio  investments of Capri Funds and Separate  Accounts as the Investor may
reasonably  request, to the extent that CCA or such Subsidiary has a contractual
right to obtain such data or other information.

          (d) CONDUCT OF BUSINESS. CCA and its Subsidiaries shall:

               (i) operate,  maintain  and manage the Advisory  Business and all
assets and property of CCA and its  Subsidiaries  in a  commercially  reasonable
manner consistent with the operation,  maintenance and management  thereof prior
to the Closing Date and to meet  obligations to Advisory Clients and pursuant to
Investment Advisory Contracts, including without limitation, compliance with the
material terms and provisions of any and all contracts and other  agreements and
instruments to which CCA and its Subsidiaries are party;

               (ii)  provide  to the  Investor  for its  review  all  "pipeline"
reports in respect of the Advisory Business prepared for management within three
(3)  Business  Days after they are  prepared,  and upon the  Investor's  request
discuss  any  proposed  Investment  listed in the  "pipeline"  reports  with the
Investor, and promptly provide to the Investor such other information in respect
of any such proposed Investment as the Investor reasonably requests;

               (iii) keep and maintain  true and  accurate  records and books of
accounts in which full, true and correct entries will be made in accordance with
GAAP and past practices, in a manner that fairly reflects the income,  expenses,
assets and  liabilities  thereof  and also in such  manner as may be  reasonably
requested  by the  Investor  in  connection  with  SEC  filings,  or  any  other
securities laws, rules or regulations, applicable to CharterMac;

               (iv) take all actions  reasonably  requested  by the  Investor in
connection with the preparation  of, and audit of,  financial  statements of CCA
and its  Subsidiaries  in order  that such  financial  statements  will meet the
applicable  requirements for inclusion as part of the financial  statements of a
public company filed with the SEC;

               (v) use commercially reasonable efforts to maintain in full force
and effect all licenses, permits and approvals from Regulatory Bodies applicable
to CCA and its  Subsidiaries  and its  employees  and  comply,  in all  material
respects,  with all laws,  statutes,  ordinances,  rules,  regulations,  orders,
writs,  injunctions,  decrees,  awards,  approvals and other requirements of any
court or other  Regulatory  Body applicable to it or the conduct of the Advisory
Business;

               (vi) comply in all material  respects with all  applicable  laws,
statutes, rules and regulations;

               (vii)  maintain its  principal  place of business at the location
indicated for it on SCHEDULE 6.6(D);

               (viii)  duly  pay  and  discharge,   or  cause  to  be  paid  and
discharged, before the same shall become overdue, all Taxes imposed upon CCA and
its Subsidiaries and their respective real properties,  sales and activities, or
any part  thereof,  or upon the  income or profits  therefrom,  except for those
Taxes,  assessments or charges which CCA and its  Subsidiaries are contesting in
good faith by  appropriate  proceedings  and with  respect to which  appropriate
reserves have been established and are being maintained in accordance with GAAP;

               (ix)  maintain  in  full  force  and  effect  insurance  policies
covering  risks,  in amounts,  subject to deductibles  and on other terms as are
customarily  maintained  in the industry in which it operates,  as determined by
CCA in the exercise of its commercially reasonable business judgment;

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               (x) upon the request of the  Investor,  engage as their  auditors
the independent accountants then used by the Investor; and

               (xi) comply with the provisions of its Organizational Documents.

(e) SECTION 754  ELECTION.  CCA shall make an election  under Section 754 of the
Code with respect to CRC's  purchase of 49% of the  membership  interests in CCA
pursuant to the CAG Purchase  Agreement  and shall file such election with CCA's
federal  income Tax Return for the taxable  period ending  December 31, 2004. In
the event  that  there has been a  termination  of CCA for  federal  income  tax
purposes  under Section  708(b) of the Code, CCA shall make a new election under
Section 754 of the Code and shall file such election  with CCA's federal  income
tax return for the taxable period commencing with such termination.

6.7      RETURNS AND PROMOTES ON EXISTING FUNDS AND FUTURE FUNDS.

               (a) The  Investor  acknowledges  that all  Promotes in respect of
Capri Funds (including Capri Select Income II) and Separate Accounts existing at
the Closing Date (collectively,  "EXISTING FUNDS"), payable to CCA or management
or employees of CCA at any time, and all  distributions,  returns of capital and
other  payments on account of invested  capital or equity  interests in Existing
Funds, will be retained by the Persons entitled to them immediately prior to the
Closing (and the Investor shall have no interest therein).

               (b) The Issuers  agree that they will be solely  responsible  for
making any additional  capital  contributions  required to be made in connection
with any Existing Fund in which CCA or management or employees of CCA retain all
rights to (and as to which the  Investor  will have no right to or interest  in)
Promotes.

               (c) From the  Closing  Date  until  such time as no Loan  remains
outstanding and the Investor no longer holds any membership interests in CCA, in
respect of all (A) Capri  Funds (not  including  Capri  Select  Income II or any
other Existing  Fund) formed and Separate  Accounts first entered into after the
Closing Date, and (B) any new investment or re-investment of capital (whether or
not committed as of the Closing  Date),  in a Capri Fund (other than  commingled
funds) or Separate  Account  required  to be made by CCA after the Closing  Date
(collectively, "FUTURE FUNDS"):

                    (i) With  respect to each Future  Fund,  the  Issuers  shall
cause  management of CCA and/or key employees of that Future Fund to fund 30% of
any capital contributions required in respect of co-investments;

                    (ii) the Capri  Principals  shall fund 52.5% of any  capital
contributions  required  in respect of  co-investments  for the period  from the
Closing Date through  December 31,  2005,  and the Capri  Principals  shall fund
either 35% or 52.5% of any such capital contributions for periods from and after
January 1, 2006, in the Capri Principals' election;  the Capri Principals shall,
by notice to the Investor  delivered  in respect of calendar  year 2006 and each
calendar year thereafter,  not later than January 1 of such calendar year, elect
whether they shall fund 35% or 52.5% of such capital contributions in respect of
all Future Funds  established  during such period (and each such election  shall
apply throughout the life of each such Future Fund), PROVIDED, HOWEVER, that (A)
if in respect of any such period,  the Capri  Principals  fail to timely deliver
such a notice,  the Capri Principals shall be deemed to have elected to maintain
in effect their election  applicable to the preceding period,  (B) in respect of
Future Funds to which the Capri Principals'  obligation to fund 52.5% of capital
contributions  applies pursuant to this Section  6.7(c)(ii),  (I) from and after
the first to occur of a Carter Termination Date or a Primo Termination Date, the
Capri Principals shall fund only 43.75% of such capital  contributions  required
in  respect  of  co-investments  and (II) from and after the later to occur of a
Carter Termination Date and a Primo Termination Date, the Capri Principals shall
fund  only  35%  of  such   capital   contributions   required   in  respect  of
co-investments;

                    (iii) the  Investor  agrees to fund (A) in respect of Future
Funds  to  which  the  Capri  Principals'  obligation  to  fund  35% of  capital
contributions  applies  pursuant to Section  6.7(c)(ii)  above,  35%, and (B) in
respect of Future Funds to which the Capri Principals'  obligation to fund 52.5%
of capital contributions applies pursuant to Section 6.7(c)(ii) above, (I) prior
to the first to occur of a Carter  Termination Date or a Primo Termination Date,

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17.5% of any capital contributions  required in respect of co-investments,  (II)
from and  after  the  first to  occur  of a Carter  Termination  Date or a Primo
Termination  Date,  26.25% of any capital  contributions  required in respect of
co-investments,  and  (III)  from  and  after  the  later  to  occur of a Carter
Termination Date and a Primo Termination Date, 35% of any capital  contributions
required in respect of co-investments;

                    (iv) the Issuers shall cause all Promotes or other  payments
to be allocated in proportion to capital invested, or, where there is no capital
invested,  (A) 30% to management of CCA and/or key employees responsible for the
particular  Future Fund (allocated  among them as determined by CCA), (B) 35% to
the Investor, and (C) 35% to the Capri Principals;

                    (v) in respect of each Future  Fund,  the Issuers (A) shall,
not less than ten (10) Business Days prior to the  establishment  of such Future
Fund, notify the Investor thereof,  which notice shall identify such Future Fund
and  shall  set  forth  the  terms on  which  Promotes  and  other  payments  or
distributions  in respect of such  Future  Fund shall be paid and (B) shall not,
and shall cause CCA and each Future Fund not to, make any change or modification
which  adversely  affects any such terms of payment,  distribution  or return of
Promotes, capital or other amounts from the terms set forth in such notice;

                    (vi) the  Issuers  shall  cause CCA  and/or  the  applicable
Future Fund to pay to the Investor all Promotes, other payments or distributions
and  returns on capital  to which the  Investor  is  entitled  pursuant  to this
Section 6.7(c) promptly following any event entitling the Investor thereto,  and
in no event  later  than the time any  Issuer,  CCA or member of  management  or
employee receives any such payment or distribution; and

                    (vii)  if any  member  of  management  or key  employee,  as
applicable,  fails to commit to make, or to make,  any capital  contribution  as
provided in Section 6.7(c)(i) or (ii) at the time such capital contribution,  or
commitment  to make such capital  contribution,  as  applicable,  is due,  after
expiration of any  applicable  grace or cure period,  the Issuers shall promptly
notify the  Investor of such  failure and (A) the Capri  Principals,  on the one
hand,  and the  Investor,  on the other hand,  shall each have the right to make
such failed commitment or contribution in proportion to its membership interests
in CCA,  and (B) upon  either  party's  failure  to  contribute  or  commit,  as
applicable,  within ten (10)  Business  Days after notice of such  failure,  the
other party shall have the right to make any failed contributions or commitment;
and the party making any such commitment or  contribution  shall become entitled
to the proportionate share of distributions,  returns and Promotes in respect of
the  applicable  Future Fund which are properly  allocable to the  commitment or
contribution it has provided; and

                    (viii)  from and after  such  time as all of the  membership
interests in CCA of the Capri  Principals have been  transferred to the Investor
or any Affiliate or assignee  thereof  (either  directly or  indirectly  through
CRC),  in  respect  of all  Future  Funds  formed,  entered  into  or  made,  as
applicable,  on or after such date, the Capri  Principals shall have no right to
participate in Promotes.

          (d) The Issuers and the  Investor  agree that all capital  invested in
Existing Funds and Future Funds, and the returns thereon,  and all distributions
and other payments on account of equity interest  ownership  therein,  including
Promotes  and return of  capital,  shall  accrue for the  benefit of the Persons
providing, or having provided such capital or owning such interest (the Investor
acknowledges  that the Investor  shall not be entitled to Promotes or the return
of any capital  invested or other  distributions  on account of equity  interest
ownership with respect to Existing Funds).

          (e) The Issuers  agree that any  payments  to CAG or its  shareholders
with  respect  to any  Promotes  (in this  Section  6.7(e)  only,  reading  such
definition as if CAG and its shareholders  were Capri Parties)  retained by them
pursuant  to the CAG  Purchase  Agreement  shall be  payable  solely  out of the
proceeds of  Promotes  received  by CCA from Capri  Funds,  and that the Issuers
shall  have no right  to any  portion  of such  Promotes  payable  to CAG or its
shareholders pursuant to the CAG Purchase Agreement.

          (f) In the event that any Person  entitled  to a Promote  pursuant  to
this Section fails to make any required capital contribution with respect to the
interest to which such  Promote  relates,  CCA shall be entitled to all Promotes
relating to such  interests  (except to the extent that any of the  Promotes are
payable to the Investor or the Capri Principals under Section 6.7(c)(vii) above)
and such Person  otherwise  entitled to such Promotes shall forfeit his right to
such  Promotes,  PROVIDED,  that,  in the  case  of the  Investor  or any of its

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Affiliates,  the  Investor is given not less than ten (10)  Business  Days prior
written notice by CCA of such failure to make a required capital contribution.

          (g) To the extent that,  pursuant to any agreements with CalPERS,  CCA
or any Affiliate of CCA is required to repay to CalPERS any  distributions  made
prior to the Closing Date or to pay any shortfall  resulting from  distributions
made prior to the Closing  Date,  the Issuers  agree to  contribute  to CCA such
amount required to be paid to CalPERS.

          (h) In the event that any  distribution on account of a Promote covers
(I.E.,  is based  upon and  relates  to)  Investments  which  are  deemed  to be
Investments  in  Existing  Funds and also  Investments  which  are  deemed to be
Investments in Future Funds, the amount distributed shall be allocated as nearly
as possible in  proportion  to the amounts  each holder of the  interests in the
Promotes would have received if the Investments  considered to be Investments in
Existing Funds and Investments considered to be Investments in Future Funds were
accounted  for  separately  and the right to the  Promote  were  calculated  for
separate funds.

     6.8 NEGATIVE  COVENANTS OF CCA AND ITS SUBSIDIARIES.  From the date of this
Agreement  and so long as the Investor has any  obligation  to make the CRH Loan
hereunder,  or any  indebtedness  is outstanding  under the CRH Note, or the CRH
Loan remains  outstanding,  but only until the occurrence of the CCA Acquisition
Date, without the Investor's prior written consent:

          (a) CORPORATE  ORGANIZATION;  DISTRIBUTIONS.  CCA and its Subsidiaries
shall not, except as expressly provided in this Agreement:

               (i) issue,  sell or otherwise  dispose of any debentures,  notes,
Capri Company Equity  Interests or other  security of CCA and its  Subsidiaries,
create, sell or otherwise dispose of any options, rights,  conversion rights, or
other  agreements or commitments  of any kind relating to the issuance,  sale or
disposition of any such securities;

               (ii)  except  for the  Reorganization,  recognize  any  purported
transfer  or  assignment  of  Capri  Company  Equity  Interests  of CCA  and its
Subsidiaries, to any Person other than the Investor;

               (iii) declare or pay any dividends in, or make any  distributions
of, cash,  securities or other  property,  other than (A)  distributions  to its
members  of not more than  1.0408  times  the  amount  of  interest  paid to the
Investor under the CRH Note, (B) distributions permitted pursuant to Section 6.7
above,  and (C) in such  amounts  as are  necessary  to  permit  CRH to make all
required principal and interest payments on the CRH Loan;

               (iv)  make  any  other  payment   (however   characterized)   to,
Investment  in,  or  transfer  of  assets  to,  a  Related  Party,   other  than
compensation  pursuant  to  Employment  Agreements,  reimbursements  of ordinary
course  business  expenses  and  inter-company  payments  and  transfers  in the
ordinary  course of business  consistent  with past practice and as set forth on
SCHEDULE 4.25;

               (v) enter into any joint venture or partnership, other than Capri
Funds;

               (vi) be  party to any  merger,  consolidation  or other  business
combination;

               (vii) dissolve or liquidate;

               (viii) transfer,  or otherwise dispose of any material portion of
the assets of CCA and its Subsidiaries,  other than transfers or dispositions of
assets in the ordinary course of business consistent with past practice;

               (ix) commence a voluntary  case under Title 11 of the U.S.  Code,
as amended, or any other applicable federal or state  receivership,  bankruptcy,
insolvency  or other  similar  law, or consent to the  appointment  of or taking
possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator
or  other  similar  official  of any of CCA  and  its  Subsidiaries  or for  any

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substantial part of any of CCA's and its Subsidiaries'  properties or assets, or
make any assignment for the benefit of creditors;

               (x)  organize any new  Subsidiary  or acquire any interest in any
business; or

               (xi) pay, or permit the accelerated vesting,  funding or delivery
of, or  increase  in the  amount or value of,  any  payment  or  benefit  to any
employee  or  director  of  the  Capri  Companies  resulting,  pursuant  to  any
employment  agreement or Company  Plan,  from the execution and delivery of this
Agreement or the consummation of the Contemplated  Transactions (either alone or
in connection with another event such as an employment  termination),  except to
the extent paid out of the proceeds of the Loans on the Closing Date pursuant to
the  Disbursement  Instructions  or  segregated  for that  purpose  pursuant  to
arrangements  satisfactory to the Investor,  and the Capri  Principals  covenant
that they shall pay any such payments not so paid on the Closing Date; or

               (xii) agree or otherwise commit, whether in writing or otherwise,
to do any of the foregoing.

          (b) CONDUCT OF BUSINESS. CCA and its Subsidiaries shall not, and shall
cause each of their Affiliates not to:

               (i) engage in any business other than the Advisory Business;

               (ii) except as set forth on SCHEDULE  6.8(B),  enter into any not
currently  existing  Investment  Advisory  Contract  or  market or  promote  the
establishment of any not currently existing Capri Fund;

               (iii)  in  respect  of each  CCA  Budget  Year,  enter  into  any
contracts  or other  agreements  or expend any funds not provided for in the CCA
Annual  Budget for such CCA Budget Year  (subject to a  permitted  variance,  in
respect of any line item,  from such CCA Annual Budget in an amount equal to the
greater of 102% or 100% plus $30,000 of the budgeted  expenditure  for such line
item set forth in such CCA Annual Budget);

               (iv) make any capital expenditures outside the ordinary course of
business,  except as  specifically  provided for in the  applicable CCA Approved
Budget;

               (v)  incur  any  material  obligation  or  liability  other  than
obligations  and  liabilities  incurred  in  the  ordinary  course  of  business
consistent  with  past  practice  except  as  specifically  provided  for in the
applicable CCA Approved Budget;

               (vi) take any action,  or enter into any  contract  or  agreement
with respect to the voting or transfer of any Capri Company Equity Interests;

               (vii) enter into any  contract or  commitment  involving,  in the
aggregate,  payments exceeding $75,000, other than Investments or commitments to
make Investments on behalf of Advisory  Clients except as specifically  provided
for in the applicable CCA Approved Budget;

               (viii)  enter into any  contract  or  agreement  with any Related
Party;

               (ix) make any  Investment  or commitment to make an Investment on
behalf of any Advisory Client,  which Investment is inconsistent  with, or would
require a waiver of or consent in respect of, the  requirements  of any Advisory
Client except where such Advisory Client has approved that Investment, PROVIDED,
HOWEVER,  that in respect of any  Investment  prohibited by this clause (ix), if
the  Investor  does not respond to a written  request of CCA for the  Investor's
consent to such Investment (specifically identified in such request),  within 10
Business Days after delivery of such request (which request shall  conspicuously
state that the Investor's  consent will be deemed given if the Investor does not
respond within 10 Business Days), then the Investor's consent to such Investment
shall be deemed given;

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               (x) cancel any debts to or waive any claims or rights of value to
CCA and its Subsidiaries, involving an amount in excess of $75,000;

               (xi) hire, or enter into any new employment  agreements  with, or
change or modify any material terms of employment,  including without limitation
compensation,  of, any employees of CCA and its Subsidiaries serving or to serve
at or above the level of Executive  Vice  President (or to perform  duties which
are  customarily  performed  by  Executive  Vice  Presidents,   or  more  senior
management);

               (xii) hire, or enter into any new employment  agreements with, or
change or modify any material terms of employment,  including without limitation
compensation,  of, any employees of CCA and its Subsidiaries serving or to serve
at or above the level of Senior Vice  President (or to perform  duties which are
customarily  performed by Senior Vice  Presidents,  or more senior  management),
without providing the Investor notice of the proposed terms thereof at least ten
(10) days prior to execution,  and consulting  with the Investor prior to making
such employment decision (including, at the Investor's option, interviewing such
person);

               (xiii) hire, or enter into any new employment agreements with, or
change or modify any material terms of employment,  including without limitation
compensation,  of, any employees of CCA and its Subsidiaries serving or to serve
below  the  level of Senior  Vice  President  (or to  perform  duties  which are
customarily  performed by employees below the level of Senior Vice  Presidents),
which would result in payment of  compensation  in excess of the amount budgeted
therefor  in the CCA  Annual  Budget  then in  effect;

               (xiv) (A) enter into any  Investment  Advisory  Contract with any
new Advisory Client; (B) make any material change in any investment  programs or
policies  applicable  to any Advisory  Client or Investment  Advisory  Contract,
including without limitation,  changes in the investment  objectives,  nature or
types of investments or investment parameters, or cause or permit any Capri Fund
or Separate  Account to make any investment  known to CCA or its Subsidiaries to
be inconsistent  with, or which would require a waiver of, the  requirements for
any Capri  Fund or  Separate  Account,  except  where such  Advisory  Client has
approved that investment  specifically,  (C) make or permit any change, which is
materially  adverse to CCA and its  Subsidiaries,  in the terms on which CCA and
its  Subsidiaries  provide  investment  advisory  services,   including  without
limitation,  any change in the amount,  types of or basis for calculating  fees;
(D) modify or amend any Investment  Advisory  Contract if it would result in any
of the foregoing;  or (E) terminate any Investment Advisory Contract;  PROVIDED,
HOWEVER,  that (x) in respect of any such proposed action,  if the Investor does
not  respond  to a written  request  of CCA for the  Investor's  consent to such
change (specifically identified in such request),  within ten (10) Business Days
after delivery of such request (which request shall conspicuously state that the
Investor's  consent will be deemed given if the Investor does not respond within
ten (10) Business  Days),  then the  Investor's  consent to such action shall be
deemed given,  and (y) in respect of any such action which the Investor does not
approve  (or is not  deemed  to have  approved),  and which  disapproval  is not
commercially reasonable, and as a result of CCA not implementing such change the
Combined EBITDA for purposes of Sections 7.1 and 7.2 is lower than it would have
been if such  change  were  implemented,  then  such  Combined  EBITDA  shall be
increased in the amount by which it was so lowered;

               (xv)  change  its  fiscal  year,  make any  change in  accounting
method,  policy or practices  unless  mandated by GAAP or change its independent
auditors;

               (xvi)  make  or  permit  to  exist  or  remain   outstanding  any
Investment,  other than (A) Investments in Cash Equivalents, (B) acquisitions of
property in the ordinary  course of business  consistent  with past practice and
(C) entry into Investment Advisory Contracts; and

               (xvii)  make  or  enter  into  any   agreement,   commitment   or
understanding, whether in writing or otherwise, to do any of the foregoing.

          (c)  RESTRICTIONS ON INDEBTEDNESS.  CCA and its Subsidiaries  will not
create,  incur,  assume,  guarantee  or be or  remain  liable,  contingently  or
otherwise, with respect to any Indebtedness other than:

               (i) the Loans;

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               (ii) Indebtedness outstanding on the date hereof and set forth on
SCHEDULE 6.8(C);

               (iii) current liabilities of CCA and its Subsidiaries incurred in
the ordinary  course of business but not incurred  through (x) the  borrowing of
money, or (y) the obtaining of credit except for credit on an open account basis
customarily extended and in fact extended in connection with normal purchases of
goods and services;

               (iv)  Indebtedness  in  respect of Taxes or levies and claims for
labor,  materials and supplies to the extent that payment  therefor shall not at
the time be required to be made in  accordance  with the  provisions  of Section
6.6(d)(viii);

               (v)  Indebtedness  incurred to finance the purchase or leasing of
equipment, in the ordinary course of business; and

               (vi)  Indebtedness  incurred in the  ordinary  course of business
secured by one or more specific assets, in each instance the principal amount of
which shall not exceed the GAAP book value of the subject asset(s).

          (d) RESTRICTIONS ON LIENS, ETC. CCA and its Subsidiaries will not, (i)
create or incur or suffer to be  created or  incurred  or to exist any Lien upon
any of the Capri Company  Equity  Interests of CCA and its  Subsidiaries  or its
property or assets of any character whether now owned or hereafter acquired,  or
upon the income or profits  therefrom;  (ii)  transfer  any of its  property  or
assets or the income or profits therefrom for the purpose of subjecting the same
to the  payment  of  Indebtedness  or  performance  of any other  obligation  in
priority to payment of its general creditors; (iii) acquire, or agree or have an
option to acquire,  any property or assets upon  conditional sale or other title
retention or purchase  money security  agreement,  device or  arrangement;  (iv)
suffer to exist for a period of more than  thirty (30) days after the same shall
have been incurred any Indebtedness or claim or demand against it that if unpaid
might by law or upon  bankruptcy  or  insolvency,  or  otherwise,  be given  any
priority whatsoever over its general creditors;  or (v) sell, assign,  pledge or
otherwise transfer any accounts,  contract rights, general intangibles,  chattel
paper or instruments,  with or without recourse; PROVIDED, HOWEVER, that CCA and
its  Subsidiaries  may create or incur or suffer to be created or incurred or to
exist the following ("CCA PERMITTED LIENS"):

                    (A) Liens on properties to secure Taxes or claims for labor,
material or supplies  in respect of  obligations  not overdue or which are being
contested in good faith by appropriate  proceedings for which adequate  reserves
determined in accordance  with GAAP have been  established  (and as to which the
property  subject  to any such Lien is not yet  subject  of  foreclosure,  sale,
collection, levy or loss on account thereof);

                    (B)  deposits  or pledges  made in  connection  with,  or to
secure  payment of,  workmen's  compensation,  unemployment  insurance,  old age
pensions or other social security obligations;

                    (C) presently outstanding Liens listed on SCHEDULE 6.8(D);

                    (D) Liens in favor of the Investor under the Transaction
Documents;

                    (E)  Liens  securing  Indebtedness   permitted  pursuant  to
Section 6.8(c)(v), provided such Lien does not extend beyond the equipment which
is the subject of the Indebtedness; and

                    (F) Liens  securing  Indebtedness  permitted  under  Section
6.8(c)(vi).

          (e) INVESTMENT  COMMITTEES AND  DECISIONS.  The Investor  acknowledges
that the Investor  shall not have any right to  participate  in the selection of
the members of CCA's and its Subsidiaries'  various investment  committees.  The
Investor  acknowledges  that,  except for the  consent and  consultation  rights
expressly set forth above,  the Investor shall not have any right to participate
in, or have any consent right in respect of,  investment  decisions  made by CCA
and its Subsidiaries or their respective investment committees.

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                                   ARTICLE VII
                                     OPTIONS

     7.1 CCLP  OPTION(a) CAI, CPC and CRC hereby grant to the Investor an option
to purchase  and,  to the extent  provided  below,  acquire by  contribution  in
exchange for  CharterMac  Restricted  Equity  Securities  (and if such option is
exercised CAI, CPC and CRC shall have the obligation to sell and/or  contribute,
as applicable),  and the Investor hereby grants to CAI, CPC and CRC an option to
sell and/or  contribute,  as  applicable  (and if such option is  exercised  the
Investor shall have the obligation to purchase and acquire by contribution) (the
"CCLP OPTION"):

               (i)  CAI's  ten  percent  partnership  interest  in  CCLP,  for a
purchase price of $2,150,000 (the "CAI PURCHASE PRICE");

               (ii)  CPC's  one  percent  partnership  interest  in CCLP,  for a
purchase price of $215,000 (the "CPC PURCHASE PRICE"); and

               (iii) CRC's eighty-nine percent partnership interest in CCLP, for
the following consideration (in the aggregate, the "CRC CONSIDERATION"):

                    (A) the purchase by the  Investor of an  undivided  pro rata
portion of such eighty-nine percent partnership interest in CCLP for cash in the
amount  equal to the CCLP  Consideration  MINUS (1) the sum of the CAI  Purchase
Price  and the CPC  Purchase  Price  and (2) the  Value as of the  Initial  CCLP
Consideration  Payment  Date  of the  CharterMac  Restricted  Equity  Securities
referred to in sub-section 7.1(a)(iii)(B) below; and

                    (B) the  contribution by CRC to the Investor of an undivided
pro rata portion of such  eighty-nine  percent  partnership  interest in CCLP in
consideration  of the issuance by the Investor to CRC of  CharterMac  Restricted
Equity  Securities  pursuant to Section 7.1(g) below.  CRC agrees that CRC shall
make  such  contribution,   in  respect  of  any  CharterMac  Restricted  Equity
Securities issued on the Initial CCLP Consideration  Payment Date, on such date,
and, in respect of any CharterMac  Restricted  Equity  Securities  issued on the
Final CCLP Consideration Payment Date, on such date.

          (b) OPTION  EXERCISE.  At any time on or after  December 1, 2004,  the
Investor,  on the one hand, or CAI, CPC and CRC, on the other hand, may exercise
the CCLP Option by written notice to the other party/ies (such notice, the "CCLP
OPTION  EXERCISE  NOTICE").  Notwithstanding  the  foregoing,  the  Investor may
exercise the CCLP Option (and deliver a CCLP Option Exercise Notice) at any time
when an Event of Default exists.

          (c) CONSUMMATION OF EXERCISE; WITHDRAWAL OF EXERCISE.

               (i) Within  five (5)  Business  Days after  delivery  of the CCLP
Option Exercise Notice,  the Issuers shall certify to the Investor that,  except
as set forth on a schedule  to such  certification,  all of the  conditions  set
forth in Section  7.1(d) below have been  satisfied.  If such  certification  is
delivered  within  such  time  period,  and  is  accurate  and  complete  and no
exceptions  are set  forth  on such  schedule,  then the  effective  date of the
consummation  of the CCLP  Option  shall be the later of the date of delivery of
such  certification or December 31, 2004. If such certification is not delivered
within such time period,  then the Investor may, at its option, by notice to the
Issuers, (A) withdraw the CCLP Option Exercise Notice (regardless of which party
delivered such notice),  or (B)  consummate  the CCLP Option,  in which case the
effective  date of the  consummation  of the  CCLP  Option  shall be the date of
delivery of such notice,  but in such event the Investor  shall not be obligated
to pay the CCLP Consideration, or any part thereof, until five (5) Business Days
after  receipt of such  certification,  PROVIDED,  that,  if such  certification
contains  exceptions  when  delivered,  or is not  accurate  and  complete,  the
Investor  may, at its option,  rescind the exercise of the CCLP Option by notice
to  the  Issuers   within  five  (5)  Business   Days  after   receipt  of  such
certification, in which case each of the parties shall take all steps reasonably
necessary to put the parties in the same  position as if the CCLP Option had not
been exercised.

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               (ii) The effective  date of the  consummation  of the CCLP Option
pursuant  to  Section  7.1(c)(i)  above  is  referred  to  herein  as the  "CCLP
ACQUISITION DATE".

               (iii) Effective the CCLP Acquisition Date,

                    (A) The Investor  shall pay the CAI  Purchase  Price to CAI,
CAI  shall  direct  the  Investor  to pay the CAI  Purchase  Price to the  Capri
Principals,  in  proportion  to their  ownership  of  capital  stock in CAI as a
liquidating  distribution  from CAI and the Capri  Principals  shall  direct the
Investor  to pay such  amounts  payable  to them to the  Investor  as a  partial
repayment of each of their CAI Notes;

                    (B) The Investor  shall pay the CPC  Purchase  Price to CPC,
CPC  shall  direct  the  Investor  to pay the CPC  Purchase  Price to the  Capri
Principals,  in  proportion  to their  ownership  of  capital  stock in CPA as a
dividend from CPC and the Capri Principals shall direct the Investor to pay such
amounts payable to them to the Investor as a partial  repayment of each of their
CAI Notes;

                    (C)  The  Investor   shall  pay   $30,000,000   of  the  CRC
Consideration  to CRC, CRC shall direct the Investor to pay  $19,135,000  of the
CRC Consideration to the Capri  Principals,  in proportion to their ownership of
membership  interests in CRC as a  distribution  from CRC, the Capri  Principals
shall direct the  Investor to pay such  amounts  payable to them to the Investor
as,  together  with  the  repayment  of the  CAI  Notes  described  in  Sections
7.1(c)(iii)(A) and (B) above, full repayment of each of their CAI Notes, and CRC
shall direct the Investor to pay the  remaining  $10,865,000  of such portion of
the CRC Consideration to the Investor as a partial repayment of the CCLP Note.

               (iv) Effective the CCLP Acquisition  Date, (A) the obligations of
CAI and CPC under the CAI Note Guaranty, the CCLP Note Guaranty and the CRH Note
Guaranty shall be released without further action,  (B) CRC shall contribute all
of its right,  title and interest in the CRC/CCLP Loan to CCLP, and (C) interest
shall  cease to accrue  under the CCLP Note,  provided,  however,  that if, when
determined,  the Initial CCLP  Consideration is less than $70,000,000,  interest
shall be deemed  to have  continued  to  accrue on the CCLP Note  since the CCLP
Acquisition  Date as if the amount of such  deficiency had remained  outstanding
under the CCLP Note for the entire period.

          (d) CONDITIONS TO PUT RIGHT.  CAI, CPC and CRC's right pursuant to the
CCLP Option to require the Investor to purchase and acquire by contribution  the
partnership interests in CCLP shall be subject to the satisfaction (or waiver by
the Investor, in its sole discretion) of the following conditions:

               (i) in respect of any representations and warranties of the Capri
Parties made in this Agreement and the other Transaction Documents which are not
true and correct as of the Closing Date, the Investor, acting reasonably,  shall
not have determined that the failure of such  representations  and warranties to
be true and correct would result in Damages in excess of $3,000,000; and

               (ii) the  Capri  Parties  shall  have  complied  in all  material
respects  with  all  covenants  made by them in  this  Agreement  and the  other
Transaction  Documents  since the  Closing  Date,  except to the extent that any
Event of Default  arising from  non-compliance  with  covenants for which a cure
period is expressly provided shall have been cured within such period.

          (e) DETERMINATION OF CCLP EBITDA.

               (i) CRC shall, as soon as reasonably  practicable  after December
31,  2004,  but in any event not later  than the date on which the  consolidated
audited  financial  statements of CCLP and its  Subsidiaries  are required to be
delivered to the Investor pursuant to Section 6.4(a)(i), calculate the EBITDA of
CCLP for the year ended  December 31, 2004 in accordance  with  SCHEDULE  7.1(E)
(the "CRC  PROPOSED  CCLP  EBITDA")  and notify the Investor of the CRC Proposed
CCLP EBITDA,  which notice shall include, in reasonable detail, the calculations
pursuant to which the CRC Proposed CCLP EBITDA was  determined,  and  supporting
documentation.

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               (ii) The Issuers shall, promptly following the Investor's request
therefor, provide to the Investor all such further information in respect of the
CRC  Proposed  CCLP EBITDA,  and the  calculation  thereof,  as the Investor may
reasonably request.

               (iii) If the  Investor  agrees to the CRC  Proposed  CCLP EBITDA,
then it shall constitute the "CCLP EBITDA".

               (iv) Not later than  thirty  (30) days  after the  receipt by the
Investor of such notice of CRC Proposed CCLP EBITDA,  the Investor may deliver a
notice (a "CCLP  EBITDA  OBJECTION  NOTICE")  to CRC stating  that the  Investor
objects to the CRC Proposed CCLP EBITDA, or any component  thereof,  or that the
Issuers have not provided to the  Investor all of the  information  requested by
the Investor pursuant to Section  7.1(e)(ii) above, and setting forth the nature
of such  objections in reasonable  detail.  The Investor shall be deemed to have
approved  the CRC  Proposed  CCLP  EBITDA if it does not  deliver a CCLP  EBITDA
Objection Notice to CRC within such 30-day period.

               (v) If any of the Investor's  objections to the CRC Proposed CCLP
EBITDA set forth in a CCLP EBITDA Objection Notice remain unresolved thirty (30)
days after the date of such notice, then (A) within ten (10) days thereafter the
Investor and CRC shall together  appoint a third party arbitrator to resolve all
disputed  items in respect of the  calculation  of the CRC Proposed CCLP EBITDA,
whose decision with respect to the disputed items shall be final and binding and
(B) the Investor shall submit to such arbitrator the Investor's determination of
the CCLP EBITDA.  The Investor and the Issuers agree that,  if the Investor,  on
the  one  hand,  and  the  Issuers,  on the  other  hand,  do not  agree  on the
appointment  of an  arbitrator  within such time  period,  the dispute  shall be
submitted to arbitration  pursuant to the AAA Rules,  and the parties consent to
such  submission  to  arbitration  and  the  appointment  of  an  arbitrator  in
accordance  with the AAA Rules.  The  arbitrator  shall be charged  solely  with
determining  which  determination of CCLP EBITDA is the most accurate,  and such
determination  shall  constitute  the "CCLP  EBITDA".  The party that is not the
prevailing  party under any proceeding  under this Section  7.1(e)(v) shall bear
all the costs and expenses of the arbitrator.

               (vi) In the  event  that  the  Investor  delivers  a CCLP  EBITDA
Objection Notice, then, to the extent (if any) that objections set forth in such
CCLP EBITDA  Objection  Notice are resolved  against the Investor,  the Investor
shall pay to CRC interest,  at the rate of 15% per annum,  compounded  annually,
from the date of such CCLP EBITDA  Objection  Notice  until paid,  on the dollar
amount (if any) of such  objections  which are  resolved  against the  Investor;
payment  of any such  interest  shall be made not later  than the  Initial  CCLP
Consideration Payment Date.

          (f) DETERMINATION OF CCA EBITDA.

               (i) CRC shall, as soon as reasonably  practicable  after June 30,
2005,  but not later than  September  30,  2005,  cause CCA to  prepare  audited
financial statements,  complying with the requirements of Section 6.6(a)(i), for
the twelve  months ended June 30, 2005,  and to calculate  the EBITDA of CCA for
the twelve months ended June 30, 2005 based on such audited financial statements
in accordance  with  SCHEDULE  7.1(F) (the "CRC PROPOSED CCA EBITDA") and notify
the  Investor of the CRC Proposed CCA EBITDA,  which  notice shall  include,  in
reasonable  detail,  the  calculations  pursuant to which the CRC  Proposed  CCA
EBITDA was determined, and supporting documentation.

               (ii) The Issuers shall, promptly following the Investor's request
therefor, provide to the Investor all such further information in respect of the
CRC  Proposed  CCA EBITDA,  and the  calculation  thereof,  as the  Investor may
reasonably request.

               (iii) If the Investor agrees to the CRC Proposed CCA EBITDA, then
it shall constitute the "CCA EBITDA".

               (iv) Not later than  thirty  (30) days  after the  receipt by the
Investor of such notice of CRC Proposed  CCA EBITDA,  the Investor may deliver a
notice (a "CCA  EBITDA  OBJECTION  NOTICE")  to CRC  stating  that the  Investor

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objects to the CRC Proposed CCA EBITDA,  or any component  thereof,  or that the
Issuers have not provided to the  Investor all of the  information  requested by
the Investor pursuant to Section  7.1(f)(ii) above, and setting forth the nature
of such  objections in reasonable  detail.  The Investor shall be deemed to have
approved  the CRC  Proposed  CCA  EBITDA  if it does not  deliver  a CCA  EBITDA
Objection Notice to CRC within such 30-day period.

               (v) If any of the Investor's  objections to the CRC Proposed CCLP
EBITDA set forth in a CCLP EBITDA Objection Notice remain unresolved thirty (30)
days after the date of such notice, then (A) within ten (10) days thereafter the
Investor and CRC shall together  appoint a third party arbitrator to resolve all
disputed  items in respect of the  calculation  of the CRC  Proposed CCA EBITDA,
whose decision with respect to the disputed items shall be final and binding and
(B) the Investor shall submit to such arbitrator the Investor's determination of
the CCA EBITDA. The Investor and the Issuers agree that, if the Investor, on the
one hand, and the Issuers, on the other hand, do not agree on the appointment of
an  arbitrator  within such time  period,  the  dispute  shall be  submitted  to
arbitration  pursuant  to the  AAA  Rules,  and  the  parties  consent  to  such
submission to  arbitration  and the  appointment  of an arbitrator in accordance
with the AAA Rules.  The  arbitrator  shall be charged  solely with  determining
which  determination of CCA EBITDA is the most accurate,  and such determination
shall  constitute the "CCA EBITDA".  The party that is not the prevailing  party
under any proceeding  under this Section  7.1(f)(v) shall bear all the costs and
expenses of the arbitrator.

               (vi)  In the  event  that  the  Investor  delivers  a CCA  EBITDA
Objection Notice, then, to the extent (if any) that objections set forth in such
CCA EBITDA  Objection  Notice are resolved  against the  Investor,  the Investor
shall pay to CRC interest,  at the rate of 15% per annum,  compounded  annually,
from the date of such CCA EBITDA  Objection  Notice  until  paid,  on the dollar
amount (if any) of such  objections  which are  resolved  against the  Investor;
payment  of any such  interest  shall  be made not  later  than the  Final  CCLP
Consideration Payment Date.

          (g)  PAYMENT  OF  CCLP   CONSIDERATION.   The  remainder  of  the  CRC
Consideration not paid pursuant to Section 7.1(c)(iii) shall be payable first by
payment of an amount (the "INITIAL  CCLP  CONSIDERATION  PAYMENT")  equal to the
Initial CCLP  Consideration  less the amounts  paid by the Investor  pursuant to
Section  7.1(c)(iii),  which is calculated based on the CCLP EBITDA, and then by
adjustment  payments (or offsets, as provided in this Section 7.1(g)) by CRC, on
the one hand, or the Investor,  on the other hand, after  calculation of the CCA
EBITDA and the  determination  of the CCLP  Consideration,  which is  calculated
based on the Combined EBITDA, as follows:

               (i)  FIRST,  the  Investor  shall  pay to CRC  the  Initial  CCLP
Consideration  Payment upon the later of (x) the CCLP Acquisition  Date, and (y)
the date on which the CCLP  EBITDA is  determined  in  accordance  with  Section
7.1(e) above (such later date, the "INITIAL CCLP  CONSIDERATION  PAYMENT DATE"),
as follows:

                    (A) FIRST,  by  offsetting  the then  outstanding  principal
balance of the CCLP Note,  PROVIDED,  HOWEVER,  that the CCLP Note shall  remain
outstanding to the extent not fully offset; and

                    (B) THEN,  by payment of the amount of any  remainder of the
Initial CCLP Consideration  Payment, which payment shall be credited against the
CRC Consideration:

                         (1) 50% in cash; PROVIDED, that an amount of cash equal
to $1,687,500 less the amount,  if any,  retained by the Investor as part of the
Closing  Holdback  Amount  pursuant to Section  2.7(d)  shall be retained by the
Investor and added to the Closing Holdback Amount; and

                         (2)  50% in  CharterMac  Restricted  Equity  Securities
(Valued as of the Initial CCLP Consideration Payment Date), as follows:

(a) the number of such CharterMac  Restricted  Equity  Securities having a Value
equal to the amount of the CCLP  Projected  DUS Losses  shall be retained by the
Investor as the "CCLP ACQUISITION HOLDBACK AMOUNT";  PROVIDED,  HOWEVER, that if
the Value of all such CharterMac  Restricted  Equity Securities is less than the
amount of CCLP  Projected  DUS Losses,  then cash  referred to in the  preceding
Section  7.1(g)(i)(B)(1) in the amount of such deficiency shall also be retained

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<PAGE>

by the Investor as part of the CCLP  Acquisition  Holdback  Amount;  and (b) any
remaining such CharterMac Restricted Equity Securities shall be issued to CRC;

               (ii) THEN, upon the determination of the CCA EBITDA in accordance
with Section 7.1(f) above (the "FINAL CCLP CONSIDERATION PAYMENT DATE"):

                    (A) if the CCLP  Consideration is less than the Initial CCLP
Consideration,  then  CPC  and the  Issuers  shall  be  obligated,  jointly  and
severally, to pay to the Investor the amount of such deficiency plus interest on
such amount from the Initial CCLP Consideration  Payment Date at the rate of 15%
per annum,  compounded  annually (such  deficiency  amount and interest  amount,
together, the "CCLP CONSIDERATION DEFICIENCY"),  which payment shall be made 50%
in cash and 50% in CharterMac  Restricted  Equity  Securities  (Valued as of the
Initial CCLP Consideration Payment Date); PROVIDED, HOWEVER, that if CPC and the
Issuers  do  not  have  sufficient   CharterMac   Restricted  Equity  Securities
(excluding any CharterMac  Restricted  Equity Securities held by the Investor as
part of the CCLP  Acquisition  Holdback  Amount)  to pay the CCLP  Consideration
Deficiency in such manner, CPC and the Issuers shall pay the balance of the CCLP
Consideration Deficiency in cash;

                    (B) if CPC and the Issuers  fail to pay to the  Investor the
full amount of the CCLP Consideration  Deficiency within three (3) Business Days
after the Final CCLP  Consideration  Payment Date, then (1) CharterMac  shall be
entitled to cancel  CharterMac  Restricted Equity Securities held by the Issuers
(or Permitted Transferees of any of them) having a Value (as of the Initial CCLP
Consideration  Payment  Date)  equal  to  the  CCLP  Consideration   Deficiency;
PROVIDED,  HOWEVER,  that the  exercise of this remedy  shall not  preclude  the
Investor  from  pursuing its remedies to require CAI, CPC and the Issuers to pay
any cash portion of the deficiency,  and upon such payment CharterMac Restricted
Equity Securities having a Value (as of the Initial CCLP  Consideration  Payment
Date)  equal to the cash  paid  shall be  reissued;  (2) the  Investor  shall be
entitled  to set off any  unpaid  portion of the CCLP  Consideration  Deficiency
against the CCA  Consideration,  and (3) CAI,  CPC and the Issuers  shall remain
liable for any remaining unpaid portion of the CCLP Consideration Deficiency;

                    (C) if the CCLP  Consideration  is greater  than the Initial
CCLP  Consideration,  then such excess shall be paid to CRC (which payment shall
constitute payment of the balance of the CRC Consideration) as follows:

                         (1) FIRST,  by  offsetting  any  remaining  outstanding
principal balance of the CCLP Note; and

                         (2) THEN,  the Investor  shall pay to CRC any remaining
amount  of such  excess,  which  payment  shall  be made  50% in cash and 50% in
CharterMac   Restricted  Equity  Securities  (Valued  as  of  the  Initial  CCLP
Consideration  Payment Date) within three (3) Business Days after the Final CCLP
Consideration Payment Date; and

                    (D) any outstanding balance of the CCLP Note remaining after
the payment in full of the CCLP Consideration  shall then become immediately due
and payable; and

               (iii)  notwithstanding  the  foregoing,  in the  event  that  (A)
CharterMac  Common Shares are de-listed from the American Stock  Exchange,  or a
notice of such  de-listing  is delivered  to  CharterMac  by the American  Stock
Exchange,  or (B) the audited  financial  statements of CharterMac  contained in
CharterMac's  annual  report on Form 10-K  filed  with the SEC in respect of the
year  preceding  the CCLP  Acquisition  Date are  subject  to a "going  concern"
qualification,   then  the  CCLP  Consideration   (including  the  Initial  CCLP
Consideration) shall be paid entirely in cash.

          (h)   ADJUSTMENTS  FOR  COMMITTED   LOANS.   Provided  that  the  CCLP
Acquisition Date has occurred,  in respect of each calendar quarter,  commencing
with  the  first  quarter  of 2005  completed  after  the CCLP  EBITDA  has been
determined and continuing  until all  commitments  made during the calendar year
2004 in respect of Committed Loans ("2004 COMMITTED  LOANS") have expired and/or
closed, the Investor shall,  promptly after the end of each such quarter, pay to
CRC an amount  equal to the  amount by which the CCLP  Consideration  would have
been increased if the CCLP EBITDA were  determined (in accordance  with SCHEDULE
7.1(E)) as if origination  fees related to 2004 Committed  Loans received during
such quarter had been received  prior to December 31, 2004,  PROVIDED,  HOWEVER,
that the first such  payment  shall be made in respect of such  quarter  and any

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prior quarters in 2005.  Notwithstanding the foregoing, no such payment shall be
made in respect of any  origination  fees related to 2004 Committed Loans to the
extent that such  origination  fees were  included in revenues  for  purposes of
determining the CCLP EBITDA.

          (i) THE HOLDBACK.

               (i) The Closing Holdback Amount and the CCLP Acquisition Holdback
Amount (collectively, the "HOLDBACK") will be retained by the Investor, and will
be  applied to cover any (A) DUS Losses in respect of loans made by CCLP and its
Subsidiaries on or prior to the CCLP Acquisition Date, and (B) Damages resulting
from Issuers'  breaches of  representations  and warranties and covenants  under
this Agreement and the other Transaction Documents, and Issuers' obligations for
indemnification  pursuant to this Agreement and the other Transaction Documents.
All claims referred to in clause (B) of the preceding  sentence shall be subject
to the provisions of Article VIII.

               (ii) The  Investor  shall notify the Issuers of any claims of the
Investor  against the Holdback  ("HOLDBACK  CLAIM  NOTICE"),  which notice shall
identify the claim in  reasonable  detail.  If, within twenty (20) Business Days
after  delivery of each  Holdback  Claim  Notice,  the Issuers do not notify the
Investor that they object to the claim(s) set forth therein ("HOLDBACK OBJECTION
NOTICE"),  specifying the reasons for such objection in reasonable detail,  then
the amount  claimed in such  Holdback  Claim  Notice  shall be  deducted  by the
Investor from the Holdback.  If the Issuers timely deliver a Holdback  Objection
Notice,  then no deduction  from the Holdback shall be made in respect of claims
objected to in such Holdback Objection Notice,  until such objection is resolved
either by agreement of the Issuers and the Investor, or by a final judgment, not
subject to appeal, of a court of competent jurisdiction.

               (iii) In  application of the Holdback to cover such DUS Losses or
Damages,  as applicable,  (A) CharterMac  Restricted  Equity Securities shall be
Valued as of the Initial CCLP  Consideration  Payment Date;  and all  CharterMac
Restricted  Equity Securities in the Holdback shall be applied to cover such DUS
Losses or Damages, as applicable, prior to any cash (or earnings thereon) in the
Holdback  being  so  applied;  (B)  DUS  Losses  shall  be  recovered  first  by
application of the CCLP Acquisition  Holdback Amount, up to the entire remaining
amount  thereof,  and then shall be  recovered  by  application  of the  Closing
Holdback;  (C) in  application  of the CCLP  Acquisition  Holdback  Amount,  all
CharterMac  Restricted Equity  Securities  therein shall be applied prior to any
cash (or earnings  thereon)  being  applied;  and (D) Damages (not including DUS
Losses) shall be recovered first by application of the Closing  Holdback,  up to
the entire remaining amount thereof,  and then shall be recovered by application
of the CCLP Acquisition Holdback Amount.

               (iv) HOLDBACK RELEASES:

                    (A) On the first  anniversary of the CCLP Acquisition  Date,
50% of any remaining CCLP Acquisition  Holdback  Amount,  less (1) the amount by
which (x) any unpaid  claims for DUS Losses  pursuant to Holdback  Claim Notices
(except to the extent subject to an objection  pursuant to a Holdback  Objection
Notice,  which objection has been resolved in favor of the Issuers) plus (y) the
amount of DUS Losses then estimated (on the same basis used to estimate the CCLP
Projected DUS Losses) to be incurred in respect of mortgage loans listed on Part
A of SCHEDULE 4.26(S) which are Watch-List  Loans as of such first  anniversary,
exceed 50% of the remaining CCLP Acquisition Holdback Amount, and (2) the amount
by which any unpaid claims for Damages described in Section  7.1(i)(i)(B)  above
pursuant to Holdback Claim Notices (except to the extent subject to an objection
pursuant to a Holdback  Objection  Notice,  which objection has been resolved in
favor of the Issuers) exceed the remaining amount of the Closing Holdback, shall
be released to CRC;

                    (B) On the second  anniversary of the CCLP Acquisition Date,
any  remaining  CCLP  Acquisition  Holdback  Amount,  less (1) the amount of any
unpaid claims for DUS Losses  pursuant to Holdback Claim Notices  (except to the
extent subject to an objection  pursuant to a Holdback  Objection Notice,  which
objection  has been  resolved  in favor of the  Issuers),  and (2) the amount by
which any unpaid  claims for Damages  described  in Section  7.1(i)(i)(B)  above
pursuant to Holdback Claim Notices (except to the extent subject to an objection

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pursuant to a Holdback  Objection  Notice,  which objection has been resolved in
favor of the Issuers) exceed the remaining amount of the Closing Holdback, shall
be released to CRC;

                    (C) After the  second  anniversary  of the CCLP  Acquisition
Date, in respect of any claim for DUS Losses pursuant to a Holdback Claim Notice
which is subject  to an  objection  pursuant  to a  Holdback  Objection  Notice,
promptly  after  resolution  of such claim by  agreement  of the Issuers and the
Investor or by a final judgment,  not subject to appeal, of a court of competent
jurisdiction, (x) if such claim is resolved in favor of the Investor, the amount
of such claim shall be deducted by the Investor from any remaining Holdback, and
(y) if such claim is resolved in favor of the Issuers,  the amount of such claim
shall be  released  to CRC,  but in the case of each such  release,  only to the
extent that such amount would have been  released on the second  anniversary  of
the CCLP Acquisition Date, considering claims as of such date of release;

                    (D) On  April  30,  2006,  any  remaining  Closing  Holdback
Amount,  less (1) the  amount of any  unpaid  claims for  Damages  described  in
Section  7.1(i)(i)(B)  above pursuant to Holdback  Claim Notices  (except to the
extent subject to an objection  pursuant to a Holdback  Objection Notice,  which
objection has been resolved in favor of the Issuers) and (2) the amount by which
any unpaid claims for DUS Losses  pursuant to Holdback Claim Notices  (except to
the extent  subject to an  objection  pursuant to a Holdback  Objection  Notice,
which objection has been resolved in favor of the Issuers) exceeds the remaining
CCLP Acquisition Holdback Amount, shall be released to CRC; and

                    (E)  After  April  30,  2006,  in  respect  of any claim for
Damages  described in Section  7.1(i)(i)(B)  above  pursuant to a Holdback Claim
Notice which is in dispute  pursuant to a Holdback  Objection  Notice,  promptly
after  resolution  of such claim by agreement of the Issuers and the Investor or
by  a  final  judgment,   not  subject  to  appeal,  of  a  court  of  competent
jurisdiction, (x) if such claim is resolved in favor of the Investor, the amount
of such claim shall be  deducted by the  Investor  from any  remaining  Holdback
(deducting first from any remaining  Closing Holdback Amount,  and then from any
remaining CCLP Acquisition  Holdback Amount),  and (y) if such claim is resolved
in favor of the Issuers,  the amount of such claim shall be released to CRC, but
only to the extent that such amount would have been  released on April 30, 2006,
considering claims as of such date of release.

                    (F)  From  and  after  the  second  anniversary  of the CCLP
Acquisition Date, in respect of Watch-List Loans as of such second  anniversary,
the Issuers shall pay to the Investor,  out of  distributions of CCA as provided
below in this clause (F):

                         (1) the amount of any DUS Losses  occurring on or prior
to the fourth anniversary of the CCLP Acquisition Date, and

                         (2) the  amount of any DUS Losses  occurring  after the
fourth  anniversary of the CCLP Acquisition  Date, in respect of such Watch-List
Loans which,  as of such fourth  anniversary,  are then  experiencing an uncured
loan default or delinquency, have a debt service coverage ratio of less than 1.0
to 1.0,  are  subject to a DUS Loss claim made by Fannie  Mae,  or in respect of
which an event has  occurred  making  the  occurrence  of a DUS Loss  reasonably
likely,   PROVIDED,  that  from  and  after  each  anniversary  of  such  fourth
anniversary,  Issuers shall have no obligation to pay Investor for DUS Losses in
respect of any of such  Watch-List  Loans which are not continuing to experience
one of the  circumstances  referred  to  above  in  this  clause  (2) as of such
anniversary,  in each case up to the lesser of (x) the  aggregate  amount of DUS
Losses  estimated  (on the same basis used to estimate  the CCLP  Projected  DUS
Losses)  as of  such  second  anniversary  to be  incurred  in  respect  of such
Watch-List  Loans and (y) the amount of the  Holdback  immediately  prior to the
release pursuant to Section  7.1(i)(iv)(B) above less the amount of the Holdback
applied   after  such  release  to  satisfy   claims   referred  to  in  Section
7.1(i)(iv)(B)  above.  In respect of each such DUS Loss (if any),  the  Investor
shall notify the Issuers of the  occurrence  of such DUS Loss,  identifying  the
applicable  Watch-List Loan and the amount of such DUS Loss payable. The Issuers
shall pay to the Investor, when received, up to 50% of any and all distributions
made by CCA to CRC after the Issuers'  receipt of such notice until the Investor
has  received the payable  amount of the DUS Loss set forth on such  notice.  As
security for such obligation to pay DUS Losses,  the Issuers hereby grant to the
Investor  a security  interest  in and  pledge of any and all  distributions  to
members  by CCA  received  by the  Issuers,  or any of them,  after  the  second
anniversary of the CCLP Acquisition Date (and the Issuers authorize the Investor

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to file financing statements to perfect such security interest at any time on or
after the second anniversary of the CCLP Acquisition Date).

               (v) Each release of the CCLP Acquisition Holdback Amount shall be
made to CRC and the Capri Principals  first by release of any cash  constituting
part of the CCLP  Acquisition  Holdback Amount and then by release of CharterMac
Restricted Equity Securities  constituting part of the CCLP Acquisition Holdback
Amount.  Each release of the Closing Holdback shall be made to CRC and the Capri
Principals by release of cash constituting part of the Closing Holdback.

               (vi)  Dividends  on  CharterMac   Restricted   Equity  Securities
(including those  constituting part of the Holdback) shall not be subject to the
Holdback.

               (vii) Each  release of cash from the Holdback  shall  include (in
addition to the amount  released)  payment by the Investor to CRC of interest at
the Prime Rate on such  released  amount,  from the Closing  Date (in respect of
releases of Closing Holdback) or the Initial CCLP Consideration Payment Date (in
respect of releases of the CCLP Acquisition Holdback Amount), as applicable,  to
the date of such release.

          (j)  DELIVERY  OF CCLP  OPTION  DOCUMENTS.  All of the  documents  and
instruments  necessary  to transfer  all  partnership  interests  in CCLP to the
Investor  shall be executed and delivered by the  applicable  parties,  dated in
blank (to be dated the CCLP  Acquisition  Date), and shall provide that they are
not effective until, and will be automatically effective on the CCLP Acquisition
Date, which documents shall include, without limitation, instruments of transfer
from each of CRC, CAI and CPC, the CCLP  Partnership  Agreement  Amendment,  the
CCLP Release,  the Investor Operating Agreement  Amendment,  the Exchange Rights
Agreement and the Registration Rights Agreement.

          (k) TRANSFERS EFFECTIVE ON CCLP ACQUISITION DATE. Notwithstanding that
a portion of the CCLP Consideration may be paid after the CCLP Acquisition Date,
the  transfer  of all of the  partnership  interests  in  CCLP  to the  Investor
pursuant  to  exercise  of the  CCLP  Option  shall  be  effective  on the  CCLP
Acquisition Date.

          (l) ACQUISITION BY INVESTOR  AND/OR ITS AFFILIATES.  At the Investor's
option, the Investor may designate an Affiliate or Affiliates of the Investor to
acquire all or part of the partnership interests in CCLP, provided that all such
Affiliates are CM Corp.  and/or  Subsidiaries  of CM Corp.,  and if the Investor
makes  such  designations,  then  such  Affiliate  or  Affiliates  shall  be the
transferees of such partnership  interests in CCLP on the CCLP Acquisition Date,
but such designation  shall not cause any change in the calculation or manner of
payment to the CCLP Consideration.

     7.2 CCA OPTION.

          (a) CCA  OPTION.  CRH  hereby  grants  to the  Investor  an  option to
purchase and, to the extent provided below,  acquire by contribution in exchange
for CharterMac Restricted Equity Securities (and if such option is exercised CRH
shall have the  obligation  to sell and  contribute),  and the  Investor  hereby
grants to CRH an option to sell and contribute  (and if such option is exercised
the Investor shall have the obligation to purchase and acquire by contribution),
a  49%  membership  interest  in  CCA  (the  "CCA  OPTION")  for  the  following
consideration: (i) the purchase by the Investor of an undivided pro rata portion
of such  forty-nine  percent  membership  interest in CCA for cash in the amount
equal to the CCA Consideration  MINUS the Value, as of the date of determination
of CCA EBITDA in accordance  with Section 7.1(f),  of the CharterMac  Restricted
Equity  Securities  referred  to in the  following  clause  (ii),  and  (ii) the
contribution  by CRH to the  Investor of an  undivided  pro rata portion of such
forty-nine percent  membership  interest in CCA in consideration of the issuance
by the Investor to CRH of CharterMac  Restricted Equity  Securities  pursuant to
Section 7.2(f) below. CRH agrees that CRH shall make such contribution as of the
date of determination of CCA EBITDA in accordance with Section 7.1(f).

          (b) NON-DILUTABLE OPTION. The CCA Option shall be non-dilutable, i.e.,
CCA shall not (i) issue or deliver to any  Person any  interest  in CCA that was
not in existence and outstanding on the date of this Agreement or (ii) recognize
any  purported  transfer or  assignment of interests in CCA, to any Person other
than the Investor.

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          (c)  OPTION  EXERCISE.  At any time on or after  August 1,  2005,  the
Investor,  on the one hand,  or CRH, on the other  hand,  may  exercise  the CCA
Option by  written  notice to the other  party  (such  notice,  the "CCA  OPTION
EXERCISE  NOTICE"),  PROVIDED,  HOWEVER,  that (i) the Capri  Principals may, by
notice to the Investor not later than five (5) Business  Days prior to August 1,
2005, delay the date from and after which the CCA Option shall be exercisable to
a date not later than June 30, 2006,  provided  that the Capri  Principals  have
reasonably  determined,  after consultation with the Investor,  that exercise of
the CCA Option prior to such delayed date would adversely  impact CCA's business
(which  determination shall be certified by the Capri Principals to the Investor
in such notice) and (ii) if requested by the  Investor,  the Capri  Parties will
use their commercially  reasonable efforts to consummate the exercise of the CCA
Option  within  eighteen  months  after the  Closing  Date,  to the extent  that
exercise  during  such time will not,  in the  reasonable  judgment of the Capri
Principals,  adversely affect CCA.  Notwithstanding the foregoing,  the Investor
may exercise the CCA Option (and  deliver a CCA Option  Exercise  Notice) at any
time when an Event of Default exists.

          (d) CONSUMMATION OF EXERCISE;  WITHDRAWAL OF EXERCISE. Within five (5)
Business  Days after  delivery of the CCA Option  Exercise  Notice,  the Issuers
shall  certify to the Investor  that,  except as set forth on a schedule to such
certification, all of the conditions set forth in Section 7.2(e) below have been
satisfied.  If such  certification is inaccurate or incomplete,  or if there are
any  exceptions  set forth on such  schedule,  the Investor shall be entitled to
withdraw  the CCA  Option  Exercise  Notice  by notice  to the  Issuers  of such
withdrawal.  If such  certification is delivered within such time period, and is
accurate and complete and no exceptions are set forth on such schedule, then the
effective  date of the  consummation  of the CCA Option shall be the fifth (5th)
Business  Day  after  the  date  of  delivery  of  such  certification.  If such
certification is not delivered  within such time period,  then the Investor may,
at its option,  by notice to the Issuers,  (i) withdraw the CCA Option  Exercise
Notice (regardless of which party delivered such notice), or (ii) consummate the
CCA Option, but in such event the Investor shall not be obligated to pay the CCA
Consideration,  or any part thereof,  until five (5) Business Days after receipt
of such certification, PROVIDED, that, if such certification contains exceptions
when  delivered,  or is not accurate  and  complete,  the  Investor  may, at its
option,  rescind the exercise of the CCA Option by notice to the Issuers  within
five (5) Business Days after receipt of such  certification,  in which case each
of the parties shall take all steps  reasonably  necessary to put the parties in
the same  position as if the CCA Option had not been  exercised.  The  effective
date of the  consummation  of the CCA Option  pursuant to this Section 7.2(d) is
referred to herein as the "CCA ACQUISITION DATE".

          (e) CONDITIONS TO PUT RIGHT. CRH's right pursuant to the CCA Option to
require the  Investor to purchase  and acquire by  contribution  the  membership
interests  in CCA  shall  be  subject  to the  satisfaction  (or  waiver  by the
Investor, in its sole discretion) of the following conditions:

               (i) in respect of any representations and warranties of the Capri
Parties made in this Agreement and the other Transaction Documents which are not
true and correct as of the Closing Date, the Investor, acting reasonably,  shall
not have determined that the failure of such  representations  and warranties to
be true and correct would result in Damages in excess of $3,000,000;

               (ii) the  Capri  Parties  shall  have  complied  in all  material
respects  with  all  covenants  made by them in  this  Agreement  and the  other
Transaction  Documents  since the  Closing  Date,  except to the extent that any
Event of Default  arising from  non-compliance  with  covenants for which a cure
period is expressly provided shall have been cured within such period; and

               (iii) the CCLP Acquisition Date shall have occurred.

          (f)  PAYMENT  OF CCA  CONSIDERATION.  The CCA  Consideration  shall be
payable:

               (i) on the CCA Acquisition Date, (A) at the Investor's  election,
by offsetting any unpaid amount of the CCLP Consideration Deficiency, and (B) by
offsetting  the  outstanding  principal  balance  of, and any accrued but unpaid
interest on, the CRH Note against the CCA Consideration;

               (ii) upon  determination  of the CCLP EBITDA in  accordance  with
Section  7.1(e) above and the  determination  of CCA EBITDA in  accordance  with
Section 7.1(f) above, any remainder by issuance of CharterMac  Restricted Equity
Securities (Valued as of the date of such determination of CCA EBITDA) to CRH;

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               (iii)  notwithstanding  the  foregoing,  in the  event  that  (A)
CharterMac  Common Shares are de-listed from the American Stock  Exchange,  or a
notice of such  de-listing  is delivered  to  CharterMac  by the American  Stock
Exchange,  or (B) the audited  financial  statements of CharterMac  contained in
CharterMac's  annual  report on Form 10-K  filed  with the SEC in respect of the
year  preceding  the CCA  Acquisition  Date are  subject  to a  "going  concern"
qualification, then the CCA Consideration shall be paid entirely in cash; and

               (iv) any  outstanding  balance  of the CRH Note  remaining  after
payment in full of the CCA Consideration  shall then become  immediately due and
payable.

          (g) DELIVERY OF CCA  ACQUISITION  DOCUMENTS.  All of the documents and
instruments  necessary  to transfer  the 49%  membership  interest in CCA to the
Investor  shall be executed and delivered by the  applicable  parties,  dated in
blank (to be dated the CCA  Acquisition  Date),  and shall provide that they are
not effective until, and will be automatically  effective on the CCA Acquisition
Date, which documents shall include, without limitation, instruments of transfer
from CRH, and the CCA Operating Agreement Amendment.

          (h)  EFFECTIVENESS OF EXERCISE OF CCA OPTION.  Notwithstanding  that a
portion of the CCA Consideration may be paid after the CCA Acquisition Date, the
transfer  of the 49%  membership  interest  in CCA  subject  to the  CCA  Option
pursuant to exercise of the CCA Option  shall be effective  the CCA  Acquisition
Date.

          (i) ACQUISITION BY INVESTOR  AND/OR ITS AFFILIATES.  At the Investor's
option, the Investor may designate an Affiliate or Affiliates of the Investor to
acquire  all or part  of the  membership  interests  in CCA  subject  to the CCA
Option, provided that all such Affiliates are CM Corp. and/or Subsidiaries of CM
Corp.,  and if the  Investor  makes such  designations,  then such  Affiliate or
Affiliates  shall be the transferees of such membership  interests in CCA on the
CCA  Acquisition  Date, but such  designation  shall not cause any change in the
calculation or manner of payment to the CCA Consideration.

          (j)  SECTION  754  ELECTION.  In  the  event  that  there  has  been a
termination  of CCA for federal  income tax purposes under Section 708(b) of the
Code,  CCA shall make a new election  under Section 754 of the Code with respect
to Investor's  purchase and acquisition by contribution of 49% of the membership
interests in CCA from CRH and shall file such election with CCA's federal income
Tax Return for the taxable period commencing with such termination.

     7.3 TRANSFER RESTRICTIONS ON CHARTERMAC RESTRICTED EQUITY SECURITIES.

          (a) Without the prior written consent of the Investor,  which shall be
granted or withheld in the sole discretion of the Investor,  neither CRC nor CRH
shall,  directly or indirectly,  offer to sell, sell,  contract to sell, assign,
pledge, grant any option to purchase, make any short sale, exchange, encumber or
otherwise dispose of ("TRANSFER") any CharterMac Restricted Equity Securities to
any Person, except for (i) Transfers to Permitted Transferees, and (ii) exchange
of CharterMac Restricted Equity Securities for CharterMac Common Shares pursuant
to the Exchange  Rights  Agreement  (such  CharterMac  Common Shares,  "EXCHANGE
SHARES"),  PROVIDED, that neither CRC nor CRH shall Transfer any Exchange Shares
(except to  Permitted  Transferees)  without  the prior  written  consent of the
Investor,  which  shall be granted or  withheld  in the sole  discretion  of the
Investor.  Notwithstanding  the  foregoing,  (i) 25% of the aggregate  amount of
CharterMac Restricted Equity Securities issued as part of the CCLP Consideration
(including any Exchange  Shares issued in exchange  therefor)  shall be released
from  the  foregoing   restriction  on  Transfer  on  each  of  the  first  four
anniversaries  of the CCLP Acquisition Date and (ii) 25% of the aggregate amount
of  CharterMac   Restricted   Equity  Securities  issued  as  part  of  the  CCA
Consideration  (including any Exchange Shares issued in exchange therefor) shall
be released from the foregoing restriction on Transfer on each of the first four
anniversaries of the CCA Acquisition Date; and, PROVIDED,  FURTHER, that (x) all
of the  CharterMac  Restricted  Equity  Securities  issued  as part of the  CCLP
Consideration  (including any Exchange Shares issued in exchange therefor) shall
be released  from the  foregoing  restriction  on Transfer at such time (if any)
when the Investor and its Affiliates cease to be the legal or beneficial  holder
or owner of more than 50% of the  partnership  interests in CCLP acquired on the
CCLP Acquisition Date and (y) all of the CharterMac Restricted Equity Securities
issued as part of the CCA Consideration (including any Exchange Shares issued in
exchange therefor) shall be released from the foregoing  restriction on Transfer
at such time (if any) when the Investor and its Affiliates cease to be the legal
or beneficial holder or owner of the membership interests in CCA acquired on the
CCA Acquisition Date.

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          (b) "PERMITTED  TRANSFEREE" means: (i) the Capri Principals (including
indirect  transfers through Capri Companies),  (ii) any spouse,  parent,  lineal
descendent,  parent-in-law,  nephew,  niece,  brother,  sister,  brother-in-law,
sister-in-law,  stepchild,  son-in-law and daughter-in-law of any of the persons
referred to in (i) above or their respective spouses; (iii) in case of the death
of any of the  foregoing  persons,  a  transfer  by will  or by the  laws of the
intestate  succession  to  executors,  administrators,   testamentary  trustees,
legatees or beneficiaries;  or (iv) trusts,  the only beneficiaries of which are
listed in (i), (ii), and/or (iii),  PROVIDED,  in each instance that such Person
agrees in writing with the Investor to be bound by the transfer restrictions set
forth herein.

     7.4 INVESTOR CCA SALE RIGHT.  From and after the third  anniversary  of the
Closing Date,  the Investor shall have the right (the "INVESTOR CCA SALE RIGHT")
from time to time to sell all or part of its membership  interests in CCA at any
time, on the following terms:

          (a) Prior to consummating  any such sale, the Investor shall  submit a
written offer (a "CCA SALE OFFER") to sell such membership interests in CCA (the
"OFFERED CCA MEMBERSHIP  INTERESTS") to CRC, on terms and conditions,  including
price,  not less  favorable to CRC than those on which the Investor  proposes to
sell the Offered CCA Membership Interests to any Person or Persons pursuant to a
bona fide, arm's-length offer (a "PROPOSED CCA TRANSFEREE").  The CCA Sale Offer
shall  disclose the identity of the  Proposed  CCA  Transferee,  the Offered CCA
Membership Interests proposed to be sold and the principal terms and conditions,
including price, of the proposed sale. The consideration payable pursuant to the
CCA  Sale  Offer  shall  consist  entirely  of  cash,  promissory  notes  of the
purchaser, publicly traded securities, or a combination of any thereof.

          (b) CRC shall  have the right (the "CCA  RIGHT OF FIRST  REFUSAL")  to
purchase  the Offered  CCA  Membership  Interests  at and on the price and other
terms of such CCA Sale  Offer.  If CRC  desires  to  purchase  the  Offered  CCA
Membership  Interests,  CRC shall  notify  the  Investor  of CRC's  election  to
purchase,  within  twenty  (20)  days of the date the CCA Sale  Offer  was made.
Following  such an election to purchase by CRC,  the Investor  shall,  not later
than the thirtieth  (30) day following the expiration of the 20-day period after
the CCA Sale Offer is made (or if such thirtieth (30) day is not a Business Day,
then on the next succeeding  Business Day),  deliver to CRC an assignment of the
Offered CCA Membership  Interests to CRC, which Offered CCA Membership Interests
shall be delivered free and clear of all Liens,  against payment to the Investor
of the purchase  price  therefor by CRC.  Payment for the Offered CCA Membership
Interests shall be made as provided in the CCA Sale Offer or by wire transfer.

          (c) If  CRC  does  not  timely  elect  to  purchase  the  Offered  CCA
Membership  Interests,  then the Offered CCA Membership Interests may be sold by
the  Investor  at any time  within  ninety (90) days after the date the CCA Sale
Offer was made.  Any such sale shall be to the Proposed CCA  Transferee,  at not
less than the price  and upon  other  terms  and  conditions,  if any,  not more
favorable to the Proposed CCA  Transferee  than those  specified in the CCA Sale
Offer.  Any  Offered  CCA  Membership  Interests  not sold to the  Proposed  CCA
Transferee  within  such  90-day  period  shall  continue  to be  subject to the
requirements of a prior offer pursuant to this Section 7.4.

          (d) The Issuers agree, and agree to cause CCA and its Subsidiaries to,
cooperate  reasonably  with the Investor in  conducting  a sale  pursuant to the
Investor CCA Sale Right, including, without limitation:

               (i)  providing   the  Investor   and,   subject  to  a  customary
confidentiality  agreement,  the Proposed CCA Transferee,  and their  respective
representatives,  reasonable  access  to  the  books,  records,  properties  and
facilities  of CCA and its  Subsidiaries,  provided  that such  access  shall be
during regular business hours, on reasonable prior notice, and in a manner which
will  not  result  in a  material  disruption  of the  business  of CCA  and its
Subsidiaries; and

               (ii) using their commercially reasonable efforts (which shall not
require any substantial cost or time commitment) to obtain any consents of third
parties and Regulatory Bodies required in connection with a sale pursuant to the
Investor  CCA Sale Right in order to  consummate  such sale or to  continue  the
business  of CCA and its  Subsidiaries  after the  consummation  of such sale in
substantially the same manner as prior to consummation of such sale.

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     7.5 INVESTOR CCA PUT.

          (a) INVESTOR  CCA PUT. CRC hereby  grants to the Investor an option to
sell to CRC (and if such right is  exercised  CRC shall have the  obligation  to
purchase) all of the Investor's  membership  interests in CCA (the "INVESTOR CCA
PUT") for the Investor CCA Put Purchase Price.

          (b) OPTION EXERCISE PERIOD.  At any time during the period  commencing
on the  third  anniversary  of the  Closing  Date  and  ending  on the  90th day
following such third anniversary, the Investor may exercise the Investor CCA Put
by written notice to CRC (such notice, the "INVESTOR CCA PUT EXERCISE NOTICE").

          (c) INVESTOR CCA PUT PURCHASE  PRICE.  The  "INVESTOR CCA PUT PURCHASE
PRICE" shall be the product of (x) the Investor  CCA Put EBITDA,  multiplied  by
(y) eight (8),  where  "INVESTOR CCA PUT EBITDA" is the EBITDA of CCA determined
as follows:

               (i) CRC shall,  not later than thirty (30) days after delivery of
the Investor CCA Put Exercise Notice, calculate the EBITDA of CCA for the twelve
months ended as of the end of the last month preceding the third  anniversary of
the Closing Date on a basis  consistent  with SCHEDULE 7.1(E) (the "CRC PROPOSED
CCA PUT  EBITDA")  and notify the  Investor of the CRC  Proposed CCA Put EBITDA,
which notice shall include,  in reasonable detail, the calculations  pursuant to
which the CRC Proposed CCLP EBITDA was determined, and supporting documentation.

               (ii) If the  Investor  agrees to the CRC Proposed CCA Put EBITDA,
then it shall constitute the "INVESTOR CCA PUT EBITDA".

               (iii) Not  later  than  thirty  (30) days  after  receipt  by the
Investor of such notice of CRC Proposed CCA Put EBITDA, the Investor may deliver
a notice (a "CCA PUT EBITDA OBJECTION  NOTICE") to CRC stating that the Investor
objects to the CRC Proposed CCA Put EBITDA,  or any component  thereof,  or that
CRC has not provided sufficient  information supporting the CRC Proposed CCA Put
EBITDA or that the  Investor  has not had  sufficient  time to  review  any such
information,  and  setting  forth the nature of such  objections  in  reasonable
detail.  The Investor  shall be deemed to have approved the CRC Proposed CCA Put
EBITDA if it does not  deliver a CCA Put EBITDA  Objection  Notice to CRC within
such 30-day period.

               (iv) If any of the Investor's  objections to the CRC Proposed CCA
Put EBITDA  set forth in a CCA Put EBITDA  Objection  Notice  remain  unresolved
thirty  (30) days after the date of such  notice,  then (A) within ten (10) days
thereafter the Investor and CRC shall together  appoint a third party arbitrator
to resolve all disputed items in respect of the  calculation of the CRC Proposed
CCA Put EBITDA, whose decision with respect to the disputed items shall be final
and binding and (B) the Investor shall submit to such  arbitrator the Investor's
determination of the CCA Put EBITDA. The Investor and the Issuers agree that, if
the Investor,  on the one hand, and the Issuers, on the other hand, do not agree
on the appointment of an arbitrator  within such time period,  the dispute shall
be submitted to arbitration  pursuant to the AAA Rules,  and the parties consent
to such  submission  to  arbitration  and the  appointment  of an  arbitrator in
accordance  with the AAA Rules.  The  arbitrator  shall be charged  solely  with
determining which determination of Investor CCA Put EBITDA is the most accurate,
and such determination shall constitute the "INVESTOR CCA PUT EBITDA". The party
that is not the  prevailing  party  under  any  proceeding  under  this  Section
7.5(c)(iv) shall bear all the costs and expenses of the arbitrator.

          (d) PAYMENT OF THE INVESTOR CCA PUT PURCHASE  PRICE.  The Investor CCA
Put Purchase  Price shall be payable by promissory  note (the  "INVESTOR CCA PUT
PROMISSORY NOTE") made by CRC payable to the Investor in the original  principal
amount equal to the Investor CCA Put Purchase Price,  maturing three years after
the date of  issuance,  providing  for  payment of  principal  in equal  monthly
installments to maturity  (commencing 90 days after the date of issuance),  with
interest on the unpaid  principal  at the rate per annum equal to the Prime Rate
plus 2%, which promissory note shall be in the form of EXHIBIT X.

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          (e) INVESTOR CCA PUT CLOSING.

               (i) Within five (5)  Business  Days after the  delivery by CRC to
the Investor of the notice  setting  forth the CRC Proposed CCA Put EBITDA,  CRC
shall execute and deliver to the Investor the Investor CCA Put Promissory  Note,
dated,  and bearing  interest  from,  the date of the  Investor CCA Put Exercise
Notice,  and against such  delivery the  Investor  shall  execute and deliver an
instrument  of  transfer in form  reasonably  satisfactory  to CRC (but  without
representation or warranty, other than as to ownership and ability to transfer),
dated and effective the date of the Investor CCA Put Exercise  Notice,  pursuant
to which the Investor transfers its membership interests in CCA to CRC.

               (ii) If the Investor  delivers a CCA Put EBITDA  Objection Notice
as provided above, and unresolved disputes are to be submitted to arbitration as
provided above, then, not later than the date of such submission to arbitration,
CRC shall execute and deliver a  replacement  Investor CCA Put  Promissory  Note
(dated the date of the  Investor  CCA Put  Exercise  Notice)  in the  undisputed
amount,  against  delivery  of which the  Investor  shall  cancel  the  existing
Investor  CCA Put  Promissory  Note,  and CRC  shall  simultaneously  pay to the
Investor the  aggregate  amount by which  payments (of  principal  and interest)
previously due on such re-issued Investor CCA Promissory Note have increased.

               (iii) Upon  resolution of any arbitration in respect of a CCA Put
EBITDA  Objection  Notice as  provided  above,  CRC shall  execute and deliver a
replacement Investor CCA Put Promissory Note (dated the date of the Investor CCA
Put  Exercise  Notice) in the  resolved  amount  against  delivery  of which the
Investor  shall cancel the existing  Investor CCA Put  Promissory  Note, and CRC
shall  simultaneously pay to the Investor the aggregate amount by which payments
(of  principal  and  interest)  previously  due on such  re-issued  Investor CCA
Promissory Note have increased.

     7.6 CCA CALL.

          (a) CCA CALL.  CRC hereby grants to the Investor an option to purchase
(and if such option is exercised  CRC shall have the  obligation to sell) all of
CRC's  membership  interests  in CCA for  the  CCA  Final  Purchase  Price  (the
"INVESTOR CCA CALL").

          (b)  EXERCISE OF  INVESTOR  CCA CALL;  TERMINATION.  At any time on or
after the tenth  anniversary  of the Closing Date, the Investor may exercise the
Investor CCA Call by written notice to CRC (such notice,  the "INVESTOR CCA CALL
EXERCISE  NOTICE"),  PROVIDED,  however,  that the Investor may not exercise the
Investor  CCA Call at any time  after  the  Investor  has sold  pursuant  to the
Investor  CCA Sale  Right  more  than  50% of its  membership  interests  in CCA
acquired  by the  Investor  pursuant  to  exercise  of the  CCA  Option  or,  in
connection  with any sale of such  membership  interests,  the  Investor has not
retained  the right to  exercise  the  voting  rights in  respect of all of such
membership interests.

          (c) CRC CCA CALL.  If the  Investor  delivers  the  Investor  CCA Call
Exercise Notice, CRC shall have the right to purchase the Investor's  membership
interests  in CCA instead of selling  CRC's  membership  interests in CCA to the
Investor  (the "CRC CCA  CALL"),  for the CCA Final  Purchase  Price,  PROVIDED,
HOWEVER,  that,  in order to  exercise  the CRC CCA Call,  CRC must  notify  the
Investor of its intent to do so not less than twenty (20) days after delivery of
the Investor CCA Call Exercise Notice,  which notice (the "CRC CCA CALL NOTICE")
shall (i)  propose  a price for the  acquisition  of the  Investor's  membership
interests in CCA, and (ii) be irrevocable (and upon delivery of the CRC CCA Call
Notice CRC shall have the  obligation  to  purchase  the  Investor's  membership
interests in CCA for the CCA Final  Purchase  Price within  twenty (20) Business
Days after such price is  determined).  If CRC does not deliver the CRC CCA Call
Notice  within such 20-day  period,  then CRC shall be deemed to have elected to
sell its membership  interests in CCA to the Investor for the CCA Final Purchase
Price.

          (d) CCA FINAL PURCHASE PRICE.  The "CCA FINAL PURCHASE PRICE" shall be
determined as follows:

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               (i) if CRC has timely delivered the CRC CCA Call Notice, then the
price stated therein shall be the proposed purchase price for the acquisition by
CRC of the Investor's membership interests in CCA;

               (ii) if CRC does not timely deliver the CRC CCA Call Notice,  the
Investor  shall,  within five (5)  Business  Days after CRC's  20-day  period to
deliver the CRC CCA Call Notice,  notify CRC of the Investor's proposed purchase
price for the acquisition by the Investor of CRC's membership interests in CCA;

               (iii)  if CRC  and  the  Investor  agree  to the  price  proposed
pursuant to Section  7.6(d)(i)  or (ii) above,  as  applicable,  then such price
shall be the CCA Final Purchase Price;

               (iv)  if CRC  and the  Investor  have  not  agreed  to the  price
proposed  pursuant to Section  7.6(d)(i) or (ii) above,  as  applicable,  within
twenty (20) days after such price is proposed, then each of the Investor and CRC
shall  promptly,  but in any event not later  than  twenty  (20) days after such
20-day period,  choose an independent third party (each a "CCA VALUER") to value
(A) if the Investor CCA Call applies,  CRC's membership interests in CCA, or (B)
if the CRC CCA Call applies, the Investor's membership interests in CCA;

               (v) each CCA Valuer's valuation shall be based on such factors as
such CCA Valuer deems relevant,  provided that (x) such valuation shall be based
on a sale of the entire business of CCA (without giving any value to any control
premium),  (y) to the  extent  that the  factors  considered  by such CCA Valuer
include CCA's current or future  revenues from asset  management  fees, such CCA
Valuer shall take into account any fees payable pursuant to Investment  Advisory
Contracts  then in place  (PROVIDED,  HOWEVER,  that,  if the  Investor CCA Call
applies, the fees payable by an Advisory Client shall only be taken into account
if such Advisory  Client consents to such  acquisition)  and (z) if the Investor
CCA Call  applies,  then to the extent that the factors  considered  by such CCA
Valuer include CCA's costs, such CCA Valuer shall take into account increases or
decreases to the costs that would be needed to run the business of CCA after the
sale, such as any increased  salaries and compensation for new senior management
at market  rates and  decreases  in respect of senior  management  that will not
continue  with CCA after the  closing of the sale and  purchase  pursuant to the
Investor CCA Call);

               (vi) if the higher of the  valuations  of such CCA Valuers is not
more than 10% higher than the lower of such valuations, then (A) if the Investor
CCA Call  applies,  the CCA Final  Purchase  Price  shall be the average of such
valuations  and (B) if the CRC CCA Call applies,  the CCA Final  Purchase  Price
shall be equal to (x) the average of such valuations, multiplied by (y) 1.3;

               (vii) if the higher of the valuations of such CCA Valuers is more
than 10% higher than the lower of such  valuations,  then such CCA Valuers shall
select an arbitrator,  who will select one of the valuations  using the baseball
arbitration  method  (i.e.,  the  arbitrator  shall  determine  whichever of the
valuations is closer to the valuation it determines to be the value),  using the
same  methodology  as set  forth  in  Section  7.6(d)(v)  above,  including  the
provisions of clauses (x), (y) and (z) of such Section,  and (A) if the Investor
CCA Call applies,  the CCA Final  Purchase Price shall be equal to the amount of
such  valuation,  and (B) if the CRC CCA Call  applies,  the CCA Final  Purchase
Price shall be equal to (x) the amount of such valuation multiplied by (y) 1.3;

               (viii) if either the Investor or CRC fails to choose a CCA Valuer
in accordance with Section 7.6(d)(iv) above, then the CCA Valuer first chosen by
either the Investor or CRC shall be the sole CCA Valuer, and (A) if the Investor
CCA  Call  applies,  the CCA  Final  Purchase  Price  shall be equal to such CCA
Valuer's  valuation and (B) if the CRC CCA Call applies,  the CCA Final Purchase
Price shall be equal to (x) such CCA Valuer's valuation,  multiplied by (y) 1.3;
and

               (ix)  the  determination  of the  CCA  Final  Purchase  Price  in
accordance  with the  foregoing  shall be final and binding on the  Investor and
CRC, and any action or proceeding to enforce such determination of the CCA Final
Purchase Price,  and the  consummation at such price of the Investor CCA Call or
the CRC CCA Call, as the case may be, may be  instituted in the courts  provided
for in, and shall be subject to the provisions of, Sections 9.9, 9.10 and 9.11.

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          (e) CCA CALL CLOSING. The consummation of the Investor CCA Call or the
CRC CCA Call, as applicable (the "CCA CALL CLOSING"):

               (i) CCA CALL NON-COMPETITION AGREEMENTS. if the Investor CCA Call
applies,  shall be subject to the execution by each of the Capri  Principals (or
such of  them  who  were  actively  involved  in the  management  of CCA and its
Subsidiaries during the two years preceding the tenth anniversary of the Closing
Date) and  delivery  to the  Investor  of  agreements  not to  compete  with the
Investor and its Affiliates in the form of EXHIBIT EE ("CCA CALL NON-COMPETITION
AGREEMENTS"); and

               (ii) CCA CALL CLOSING DATE.  subject to the execution of CCA Call
Non-Competition Agreements as provided above (if applicable), shall occur within
twenty (20)  Business Days after the CCA Final  Purchase  Price is determined in
accordance  with the  foregoing  provisions of this Section 7.6 (the date of the
CCA Call Closing, the "CCA CALL CLOSING DATE").

          (f) PAYMENT OF CCA FINAL PURCHASE PRICE.  The CCA Final Purchase Price
shall be payable on the CCA Call Closing Date:

               (i) if the Investor CCA Call applies:

                    (A) 80% of the CCA Final  Purchase Price shall be payable by
the Investor to CRC in cash on the CCA Call Closing Date; and

                    (B) 20% of the CCA Final Purchase Price shall be retained in
escrow by a third party  escrow  agent  selected by the  Investor,  and shall be
released from such escrow on the following terms:

                         (1)  the  Investor   shall,   as  soon  as   reasonably
practicable,  but in any event not later than sixty (60) days, after the twelfth
anniversary of the Closing Date,  determine whether the annualized revenues from
Advisory  Clients,  calculated  subject to the same  exclusions  as set forth in
Section  7.6(d)(v) above, in place at the tenth  anniversary of the Closing Date
(the  "CCA  CALL  EXISTING  CLIENTS"),  for the  month  preceding  such  twelfth
anniversary,  have declined by more than 15% from the  annualized  revenues from
CCA Call Existing Clients during the month preceding such tenth anniversary, not
taking into account any revenue  decreases  resulting from the Investor (and its
Affiliates),  during the 24 months  after such  tenth  anniversary,  terminating
without cause  members of senior  management of CCA in place prior to such tenth
anniversary  whose  termination  has  resulted  in a  material  loss of CCA Call
Existing  Clients or  investors  in funds  sponsored  by CCA prior to such tenth
anniversary,  or of  commitments  to invest funds from  Advisory  Clients of CCA
existing at such tenth anniversary (provided,  that it shall not be considered a
decline  in  annualized  revenues  if  revenues  decline  due  to a  sale  of an
investment  by a  Separate  Account  where the  applicable  Advisory  Client has
committed to reinvest the proceeds, or a sale of an investment by a Capri Fund);

                         (2) Upon making such determination,  the Investor shall
notify CRC (the "EXISTING CLIENT REVENUES NOTICE") of such determination,  which
notice shall include,  in reasonable detail, the calculations  pursuant to which
the Investor has made such determination, and supporting documentation;

                         (3) If in  the  Existing  Client  Revenues  Notice  the
Investor notifies CRC that such annualized revenues have not so declined by more
than 15%, then such escrow agent shall promptly  release such 20% portion of the
CCA Final Purchase Price, together with interest earned thereon, to CRC;

                         (4) If in  the  Existing  Client  Revenues  Notice  the
Investor  notifies CRC that such  annualized  revenues  have so declined by more
than 15%, then:

                              (a) Not later than  thirty (30) days after receipt
by CRC of the  Existing  Client  Revenues  Notice,  CRC may deliver a notice (an
"EXISTING  CLIENT REVENUES  OBJECTION  NOTICE") to the Investor stating that CRC
objects  to the  Investor's  determination  set  forth  in the  Existing  Client
Revenues  Notice,  setting  forth the nature of such  objections  in  reasonable
detail,  and within ten (10) days after CRC delivers an Existing Client Revenues
Objection  Notice,  CRC and the Investor  shall  together  appoint a third party
arbitrator to determine  whether the annualized  revenues from CCA Call Existing

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Clients as of the second  anniversary  of the CCA Call Closing Date has declined
by more than 15% from the  annualized  revenues from CCA Call  Existing  Clients
during the month preceding such tenth  anniversary  (which  determination  shall
take into account the provisos of Section 7.6(f)(i)(B)(1) above), whose decision
with respect  thereto  shall be final and binding.  The Investor and the Issuers
agree that,  if the  Investor,  on the one hand,  and the Issuers,  on the other
hand, do not agree on the appointment of an arbitrator  within such time period,
the dispute shall be submitted to arbitration pursuant to the AAA Rules, and the
parties  consent to such  submission to  arbitration  and the  appointment of an
arbitrator in accordance with the AAA Rules. If such arbitrator  determines that
such  revenues  have so declined by more than 15%,  then such escrow agent shall
release such 20% portion of the CCA Final Purchase Price, together with interest
earned thereon,  to the Investor as a rebate of the CCA Final Purchase Price. If
such  arbitrator  determines  that such  revenues have not declined by more than
15%,  then such  escrow  agent shall  release  such 20% portion of the CCA Final
Purchase  Price to CRC.  The party that is not the  prevailing  party  under any
proceeding  under this Section  7.6(f)(i)(B)(4)(a)  shall bear all the costs and
expenses of the arbitrator.

                              (b) If  CRC  does  not  deliver an Existing Client
Revenues  Objection Notice to the Investor within such 30-day period,  then such
escrow  agent shall  release such 20% portion of the CCA Final  Purchase  Price,
together with interest  earned  thereon,  to the Investor as a rebate of the CCA
Final Purchase Price.

                         (5)  during  the  24  month   period   from  the  tenth
anniversary of the Closing Date to the twelfth  anniversary of the Closing Date,
the Investor shall offer to continue employment agreements for senior management
of CCA (other than the CRC  Principals)  who had  employment  agreements  in the
ordinary course of business prior to the tenth  anniversary of the Closing Date,
PROVIDED,  that nothing herein shall prevent CCA from terminating any employment
agreement for cause,  and this obligation to offer to continue  employment shall
not  be  breached  if a  member  of  senior  management  does  not  accept  such
employment,  or terminates his employment  with CCA, other than as a result of a
material  breach of the  employment  agreement by CCA  entitling  such member of
senior management to terminate his employment agreement; and

               (ii) if the CRC CCA Call applies,  100% of the CCA Final Purchase
Price shall be payable by CRC to the  Investor  in cash on the CCA Call  Closing
Date.

          (g) RESTRICTION ON ASSIGNMENT AND FINANCING OF CRC CCA CALL. CRC shall
not (i) assign its  rights in  respect of the CRC CCA Call or any  interests  in
CCA,  or  exercise  the  CRC CCA  Call  with a view  to or in  contemplation  of
assigning such rights or any interests in CCA, or (ii) finance CRC's exercise of
the CRC CCA Call and payment of the CCA Final Purchase  Price pursuant  thereto,
except pursuant to senior and/or mezzanine financing, which may be structured as
debt or as a preferred  instrument that does not include features  customary for
common  equity (but that may include  equity  "kickers"  customary for mezzanine
financing),  but which does not otherwise  contemplate any acquisition of equity
or assets of CCA or any of its Affiliates.

          (h) EXECUTION AND DELIVERY OF DOCUMENTS. On the CCA Call Closing Date,
against  payment of the CCA Final Purchase Price by wire transfer of immediately
available  funds,  (i) if the Investor CCA Call applies,  the  applicable  Capri
Principals shall execute the CCA Call  Non-Competition  Agreements and CRC shall
execute and deliver to the Investor,  or (ii) if the CRC CCA Call  applies,  the
Investor shall execute and deliver to CRC, all of the documents and  instruments
necessary to transfer its membership  interests in CCA to the other party, which
documents shall include, without limitation,  instruments of transfer in respect
of such  membership  interests and an amendment to the CCA  Operating  Agreement
reflecting such transfers.

          (i)  PURCHASE BY INVESTOR  AND/OR ITS  AFFILIATES.  At the  Investor's
option, the Investor may designate an Affiliate or Affiliates of the Investor to
acquire all or part of the  membership  interests in CCA subject to the Investor
CCA Call,  and if the Investor makes such  designations,  then such Affiliate or
Affiliates  shall be the transferees of such membership  interests in CCA on the
CCA Call Closing Date,  but such  designation  shall not cause any change in the
calculation or manner of payment to the CCA Final Purchase Price.

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                                  ARTICLE VIII
                  SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

     8.1  SURVIVAL  OF  REPRESENTATIONS  AND  WARRANTIES.  All  representations,
warranties and agreements  made by the Issuers or any of the Capri  Companies in
this Agreement or any of the other  Transaction  Documents or in any certificate
delivered  by the  Issuers  or any of the  Capri  Companies  pursuant  hereto or
thereto  shall  survive the Closing  until thirty (30) days after receipt by the
Investor of the audited financial statements of CCLP and its Subsidiaries and of
CCA and its Subsidiaries in respect of the year ended December 31, 2005, but not
later than June 30, 2006,  except that (a) the  representations  and  warranties
contained  in  Section  4.2  and  Section  4.12  shall   survive   indefinitely,
notwithstanding  any investigation  conducted with respect thereto,  and (c) the
representations  and  warranties  relating to Tax matters shall survive until 90
days  following  the  expiration  of the  last  of any  applicable  statutes  of
limitations  applicable to such representation or warranty. All representations,
warranties and  agreements  made by the Investor in this Agreement or any of the
other  Transaction  Documents  or in any  certificate  delivered by the Investor
pursuant  hereto or thereto  shall  survive the Closing  until  thirty (30) days
after  receipt by the Investor of the audited  financial  statements of CCLP and
its  Subsidiaries  and of CCA and its  Subsidiaries in respect of the year ended
December 31, 2005, but not later than June 30, 2006.

     8.2  INDEMNIFICATION  BY THE  ISSUERS.  The  Issuers  shall  indemnify  the
Investor  against,  and hold the Investor harmless from, and shall reimburse the
Investor for, any loss, liability,  claim, damage,  expense (including,  but not
limited to, costs of investigation  and defense and reasonable  attorneys' fees)
or diminution of value  (collectively,  "DAMAGES") arising from or in connection
with (a) any  inaccuracy  in any of the  representations  and  warranties of the
Issuers  or any of the  Capri  Companies  in  this  Agreement  (other  than  the
representations  and  warranties  pursuant to Section  4.12 hereof to the extent
relating  to Capri Real  Property  owned by Capri  Franklin  Park) or any of the
other  Transaction  Documents or in any certificate  delivered by the Issuers or
any of the Capri Companies pursuant hereto or thereto, or any actions, omissions
or states of fact inconsistent with any such representation or warranty, (b) any
failure by the Issuers or any of the Capri  Companies  to perform or comply with
any  covenant  or  other  agreement  in  this  Agreement  or any  of  the  other
Transaction  Documents  on its part to be  performed,  (c)  claims by any taxing
authorities  with  respect  to Taxes with  respect  to the  period  prior to the
Closing,  (d) any claims made against the Issuers or any of the Capri  Companies
alleging violation of ERISA or otherwise premised on an ERISA claim with respect
to the period prior to the Closing Date, (e) any violation by the Issuers or any
of the Capri  Companies of any law, rule,  regulation,  arbitral  determination,
order,  writ decree or injunction prior to the Closing Date, (f) the payment of,
or the accelerated vesting, funding or delivery of, or increase in the amount or
value of,  any  payment  or benefit to any  employee  or  director  of the Capri
Companies resulting,  pursuant to any employment agreement or Company Plan, from
the  execution  and  delivery  of  this  Agreement  or the  consummation  of the
Contemplated Transactions (either alone or in connection with another event such
as an employment  termination) which was not paid from the proceeds of the Loans
or the exercise of the Options, (g) any obligations of the Capri Companies under
the CAG Purchase  Agreement or the CAG Promissory  Note,  including any payments
thereunder  required to be made by CCLP (and for this purpose any such  payments
shall be deemed to be Damages of the Investor), (h) any obligations of the Capri
Companies to the Credit Enhancers,  including without limitation any obligations
pursuant to the Credit Enhancement  Clawback Agreement (and for this purpose any
payments  made by the Capri  Companies  pursuant  thereto  shall be deemed to be
Damages of the Investor),  but excluding any such  obligations  resulting from a
sale by the  Investor of Capri  Company  Equity  Interests or assets which would
result in payment  pursuant to the Credit  Enhancement  Clawback Right under the
express terms of the Credit  Enhancement  Clawback  Agreement,  (i)  liabilities
assumed by CCA pursuant to the Assignment of CCA Assets (provided,  that Damages
in respect of any such  liability  shall be deemed to equal 51% of the amount of
such liability),  (j) any  Environmental  Liabilities  related to the Capri Real
Property  owned by Capri  Franklin Park to the extent that either (x) any Issuer
had knowledge of such  liability on the date hereof or (y) such liability is not
a DUS Loss and CCLP is not  reimbursed for such liability by Fannie Mae, (k) the
failure of any Mortgage  Loan that the  applicable  borrower had been advised by
CCLP or any other Capri Party would be eligible for  subordinated  debt to be so
eligible  due  to  miscoding  errors  on  Fannie  Mae   applications,   as  more
particularly  described  on  SCHEDULE  4.7 and  SCHEDULE  4.13,  (l) any matters
arising out of the advisory  services  provided by the Capri  Parties (or any of
them) to the Carpenter's Fund (as defined in SCHEDULE 4.13) prior to the Closing
Date,  including  without  limitation the matters described in SCHEDULE 4.13, or
(m) the potential claim in respect of the Ambassador  Hotel matter  described on
Schedule 4.18(l).

     8.3  INDEMNIFICATION  BY THE  INVESTOR.  The Investor  shall  indemnify the
Issuers  and the Capri  Companies  against  and hold the  Issuers  and the Capri

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Companies harmless from, and shall reimburse the Issuers and the Capri Companies
for, any Damages arising from or in connection with (a) any inaccuracy in any of
the  representations  and warranties of the Investor in this Agreement or any of
the other Transaction  Documents or in any certificate delivered by the Investor
pursuant  hereto  or  thereto,  or any  actions,  omissions  or  states  of fact
inconsistent with any such representation or warranty, or (b) any failure by the
Investor  to perform or comply  with any  covenant  or other  agreement  in this
Agreement or any of the other Transaction Documents on its part to be performed.

     8.4 THRESHOLD  AMOUNT - ISSUERS.  The Issuers shall have no liability  (for
indemnification  or otherwise)  with respect to the matters  described in clause
(a) or (j) of  Section  8.2 above  until the total  amount of all  Damages  with
respect  thereto  exceeds  $500,000  and then only for the  amount by which such
Damages exceed $500,000.  The Issuers' aggregate liability (for  indemnification
or otherwise)  with respect to such matters will not exceed 20% of the aggregate
of the CCLP Consideration and the CCA Consideration. However, this Section shall
not  apply to any  liability  which  results  from any  fraud on the part of the
Issuers or their respective Affiliates,  and the Issuers shall be liable for all
Damages with respect thereto.

     8.5 THRESHOLD AMOUNT - INVESTOR.  The Investor shall have no liability (for
indemnification  or otherwise)  with respect to the matters  described in clause
(a) of Section 8.3 above  until the total  amount of all  Damages  with  respect
thereto  exceeds  $500,000  and then only for the amount by which  such  Damages
exceed $500,000.  The Investor's  liability (for  indemnification  or otherwise)
with respect to such  matters  will not exceed 20% of the  aggregate of the CCLP
Consideration and the CCA Consideration.  However,  this Section shall not apply
to any  liability  resulting  from any fraud on the part of the  Investor or its
Affiliates,  and the  Investor  shall be liable  for all  Damages  with  respect
thereto.

     8.6 PROCEDURE FOR INDEMNIFICATION. Promptly after receipt by an indemnified
party under Section 8.2 or 8.3 of notice of the  commencement  of any action for
which  indemnification  is available under Sections 8.4 or 8.5, such indemnified
party shall, if a claim in respect thereof is to be made against an indemnifying
party  under any such  Section,  give  notice to the  indemnifying  party of the
commencement  thereof, but the failure so to notify the indemnifying party shall
not relieve it of any liability that it may have to any indemnified party except
to the extent  the  indemnifying  party  demonstrates  that the  defense of such
action is prejudiced  thereby.  In case any such action shall be brought against
an indemnified  party and it shall give notice to the indemnifying  party of the
commencement  thereof,  the indemnifying  party shall be entitled to participate
therein  and, to the extent that it wishes,  to assume the defense  thereof with
counsel reasonably satisfactory to such indemnified party and, after notice from
the indemnifying  party to such  indemnified  party of its election so to assume
the  defense  thereof,  the  indemnifying  party  shall  not be  liable  to such
indemnified  party under such section for any fees of other counsel or any other
expenses,  in each  case  subsequently  incurred  by such  indemnified  party in
connection  with  the  defense   thereof,   other  than   reasonable   costs  of
investigation and costs and expenses of legal counsel,  if the indemnified party
and the  indemnifying  party are both parties to the action and the  indemnified
party  has been  advised  by  counsel  that  there  may be one or more  defenses
available to it and not available to the indemnifying  party. If an indemnifying
party  assumes the defense of such an action,  (a) no  compromise  or settlement
thereof may be  effected  by the  indemnifying  party  without  the  indemnified
party's  consent  (which  shall not be  unreasonably  withheld,  conditioned  or
delayed)  unless (i) there is no finding or admission of any violation of law or
any violation of the rights of any Person and no effect on any other claims that
may be made against the  indemnified  party and (ii) the sole relief provided is
monetary  damages  that are paid in full by the  indemnifying  party and (b) the
indemnified  party shall have no  liability  with respect to any  compromise  or
settlement thereof effected without its consent (which shall not be unreasonably
withheld,  conditioned or delayed).  If notice is given to an indemnifying party
of the  commencement  of any action  and it does not,  within ten days after the
indemnified party's notice is given, give notice to the indemnified party of its
election to assume the defense thereof, the indemnifying party shall be bound by
any  determination  made in such action or any compromise or settlement  thereof
effected  by  the  indemnified  party.  Notwithstanding  the  foregoing,  if  an
indemnified   party  determines  in  good  faith  that  there  is  a  reasonable
probability  that an action may adversely affect it or its affiliates other than
as a result of monetary  damages,  such indemnified  party may, by notice to the
indemnifying party,  assume the exclusive right to defend,  compromise or settle
such action,  with counsel  reasonably  acceptable to the indemnifying party but
the  indemnifying  party  shall  not be bound by any  compromise  or  settlement
thereof effected without its consent (which shall not be unreasonably  withheld,
conditioned or delayed).

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                                   ARTICLE IX
                                  MISCELLANEOUS

     9.1  AMENDMENT;  WAIVER(a)  This  Agreement may not be amended except by an
instrument in writing executed by each of the Issuers and the Investor.

          (b) Any failure of any party to comply with any  provision  hereof may
be  waived  by the  party  entitled  to the  benefit  thereof  only by a written
instrument signed by the party granting such waiver,  but such waiver or failure
to insist  upon strict  compliance  with such  provision  shall not operate as a
waiver of or estoppel with respect to any subsequent or other failure.

     9.2 EXPENSES(a) All costs and expenses, including, without limitation, fees
and disbursements of counsel, advisors and accountants,  incurred by the Issuers
and their  Affiliates in  connection  with this  Agreement and the  transactions
contemplated  hereby shall be paid out of the proceeds of the Notes  advanced on
the Closing Date, PROVIDED,  that if such proceeds are not sufficient to pay all
of such expenses of the Issuers and their Affiliates,  then the Capri Principals
shall pay such excess  amount of expenses  and such amount  shall not be paid by
the Capri Companies.

          (b) The Issuers agree to pay promptly, but no later than ten (10) days
after the Investor's demand, all out-of-pocket  expenses  (including  reasonable
attorneys' fees and costs) incurred by the Investor during the continuance of an
Event of Default prior to exercise of both of the Options in connection with the
enforcement of or preservation  of rights under any of the Notes,  Guaranties or
Security  Agreements,  which obligation shall survive payment or satisfaction of
payment of  amounts  owing  with  respect  to the Notes.  The amount of all such
expenses  shall,  until paid,  bear interest at the rate applicable to principal
hereunder  (including the Default Rate) and be a Secured  Obligation  secured by
any Collateral.

          (c)  Except as  otherwise  provided  herein,  all costs and  expenses,
including without  limitation,  fees and disbursements of counsel,  advisors and
consultants, incurred by the Investor and its Affiliates in connection with this
Agreement and the transactions contemplated hereby shall be paid by the Investor
or its Affiliates.

     9.3 INDEMNIFICATION AGAINST PAYMENT OF BROKERS' FEES. Except for the amount
of $500,000 in respect of the fee set forth on SCHEDULE  4.30, the Issuers agree
to defend,  indemnify and hold harmless the Investor and its Affiliates from and
against  any and all  liabilities,  damages,  penalties,  costs,  and  expenses,
relating in any manner to the fees of any broker or other agent acting for or on
behalf  of the  Issuers  or  any  of  the  Capri  Companies  in  respect  of the
Contemplated Transactions.  The Investor agrees (i) on the Closing Date to pay a
portion of the fee set forth on  SCHEDULE  4.30 in the amount of  $500,000,  and
(ii) to defend,  indemnify and hold harmless the Issuers and the Capri Companies
from  and  against  any and all  liabilities,  damages,  penalties,  costs,  and
expenses, relating in any manner to the fees of any broker or other agent acting
for or on behalf of the  Investor  or any  Affiliate  thereof  in respect of the
Contemplated Transactions.

     9.4  ASSIGNMENT;  PARTIES  IN  INTEREST.  This  Agreement  and  all  of the
provisions  hereof  shall be binding  upon and inure to the  benefit  of, and be
enforceable by, the parties hereto and their respective successors and permitted
assigns,  but  neither  this  Agreement  nor  any of the  rights,  interests  or
obligations  herein shall be  assigned,  except by operation of law by any party
hereto without the prior written  consent of the other party,  which consent may
be  withheld  by any party in its sole  discretion.  Nothing in this  Agreement,
express or implied,  is  intended to confer upon any third  person or entity any
rights or remedies of any nature whatsoever under this Agreement.

     9.5 FURTHER ASSURANCES. Each of the Issuers agrees that, from and after the
date hereof,  upon the  reasonable  request of the Investor and without  further
consideration,  such party will, and will cause its  Subsidiaries and Affiliates
to,  execute and deliver to the Investor such  documents and further  assurances
and will take such other actions as the Investor may reasonably request in order
to carry out the purpose and intention of this Agreement.

     9.6 ENTIRE  AGREEMENT.  This  Agreement  and the Schedules and Exhibits and
other writings referred to herein (including  without limitation the Transaction
Documents)  or delivered  pursuant  hereto which form a part hereof  contain the

                                       87
<PAGE>

entire  understanding  of the parties with respect to the subject  matter hereof
and all earlier  drafts of this  Agreement or any Schedule or Exhibit hereto and
all negotiations, conversations, correspondence or other communications relating
to the  transactions  and agreements  contemplated  by this Agreement are hereby
merged  with and into this  Agreement  in such a way as to prevent  any party to
this  Agreement  from  referring  to such drafts,  negotiations,  conversations,
correspondence or other  communications in any subsequent dispute between any of
the  parties  hereto.  This  Agreement   supersedes  all  prior  agreements  and
understandings between the parties with respect to the subject matter hereof.

     9.7 HEADINGS;  REFERENCES.  The Article and Section  headings  contained in
this  Agreement are for  reference  purposes only and will not affect in any way
the meaning or  interpretation  of this Agreement.  Unless the context otherwise
requires,  references  in this  Agreement to Sections,  Articles,  Schedules and
Exhibits are  references to Sections and Articles of, and Schedules and Exhibits
to, this Agreement.

     9.8 NOTICES.  All notices and other  communications  given or made pursuant
hereto  shall be in  writing  and  delivered  by hand or sent by  registered  or
certified  mail (postage  prepaid,  return  receipt  requested) or by nationally
recognized  overnight air courier  service and shall be deemed to have been duly
given or made as of the date delivered if delivered personally, or if mailed, on
the third Business Day after mailing (on the first Business Day after mailing in
the case of a  nationally  recognized  overnight  air  courier  service)  to the
parties at the following addresses:

                  If to any Issuer, to:

                  Capri Realty Capital, LLC
                  Capri Realty Holdings, LLC
                  Daryl J. Carter
                  Brian C. Fargo
                  Quintin E. Primo III
                  c/o Capri Capital Limited Partnership
                  875 North Michigan Avenue
                  Suite 3430
                  Chicago, Illinois
                  Attention:  Mr. Quintin E. Primo III

                  with a copy to:

                  Sonnenschein Nath & Rosenthal LLP
                  8000 Sears Tower
                  Chicago, Illinois 60606
                  Attention:  Eric R. Decator, Esq.

                  If to the Investor, to:

                  CM Investor LLC
                  c/o Charter Mac Corporation
                  625 Madison Avenue
                  New York, New York 10022
                  Attention:  Mr. Stuart J. Boesky

                  with a copy to:

                  Proskauer Rose LLP
                  1585 Broadway
                  New York, New York 10036
                  Attention:  Steven Fishman, Esq.

                                       88
<PAGE>

Any party may by notice given in  accordance  with this Section 9.8 to the other
parties designate another address or Person for receipt of notices hereunder.

     9.9 CONSENT TO JURISDICTION.  EACH ISSUER  ACKNOWLEDGES THAT THE INVESTOR'S
PRINCIPAL  OFFICE IS LOCATED IN NEW YORK,  NEW YORK AND THAT THE INVESTOR MAY BE
IRREPARABLY  HARMED IF IT IS REQUIRED TO  INSTITUTE  OR DEFEND ANY ACTION IN ANY
JURISDICTION  OTHER THAN THE  SOUTHERN  DISTRICT OF NEW YORK OR NEW YORK COUNTY,
NEW YORK.  THEREFORE,  EACH ISSUER  IRREVOCABLY  AGREES THAT ANY SUIT, ACTION OR
OTHER LEGAL  PROCEEDING BY SUCH ISSUER  RELATING TO THIS  AGREEMENT OR THE OTHER
TRANSACTION  DOCUMENTS  SHALL BE BROUGHT  ONLY IN THE CIRCUIT  COURT OF NEW YORK
COUNTY OR IN THE  SOUTHERN  DISTRICT OF NEW YORK.  EACH  ISSUER  CONSENTS TO THE
JURISDICTION  OF EACH SUCH COURT IN ANY SUCH SUIT,  ACTION OR PROCEEDINGS BY THE
INVESTOR  AND WAIVES ANY  OBJECTION  WHICH SUCH ISSUER MAY HAVE TO THE LAYING OF
VENUE IN ANY SUCH SUIT,  ACTION OR PROCEEDING IN EITHER SUCH COURT.  EACH ISSUER
AGREES TO JOIN THE INVESTOR IN ANY PETITION FOR REMOVAL TO EITHER SUCH COURT.

     9.10 WAIVER OF JURY TRIAL.  EACH ISSUER HEREBY  KNOWINGLY,  VOLUNTARILY AND
INTENTIONALLY  WAIVES ANY RIGHT THAT SUCH  ISSUER MAY HAVE TO A TRIAL BY JURY IN
ANY  LITIGATION  ARISING IN ANY WAY IN CONNECTION  WITH THIS AGREEMENT OR ANY OF
THE OTHER  TRANSACTION  DOCUMENTS,  OR ANY OTHER  STATEMENTS  OR  ACTIONS OF THE
INVESTOR. EACH ISSUER ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR
THE INVESTOR TO ENTER INTO THIS AGREEMENT AND EACH OTHER  TRANSACTION  DOCUMENT,
AND THAT THIS  WAIVER  SHALL BE  EFFECTIVE  AS TO EACH OF THE OTHER  TRANSACTION
DOCUMENTS AS IF FULLY INCORPORATED THEREIN.

     9.11 GOVERNING LAW. This Agreement and the other Transaction Documents, and
the rights and duties of the parties  hereto,  shall be construed and determined
in  accordance  with  the laws of the  State  of New  York,  without  regard  to
conflicts of law doctrine.

     9.12 COUNTERPARTS; FACSIMILE. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when  executed  shall be deemed to be an original but all of which when
taken together shall constitute one and the same agreement.  Original signatures
hereto and to other  Transaction  Documents may be delivered by facsimile  which
shall be deemed originals.

     9.13 SEVERABILITY.  If any provision of this Agreement,  or the application
thereof, shall for any reason or to any extent be invalid or unenforceable,  the
remainder of this  Agreement and  application of such provision to other persons
or  circumstances  shall  continue  in full  force and  effect  and in no way be
affected, impaired or invalidated.

     9.14 SPECIFIC PERFORMANCE.  The Issuers acknowledge that the subject matter
of this  Agreement  is  unique  and  that no  adequate  remedy  at law  would be
available to the Investor for breach of the obligations of the Issuers and their
respective  Affiliates  pursuant to Article VII of this Agreement.  Accordingly,
the Issuers agree that the Investor shall be entitled to an  appropriate  decree
of specific  performance or other equitable  remedies to enforce the obligations
of the Issuers and their respective  Affiliates  pursuant to Article VII of this
Agreement  (without any bond or other security  being  required) and the Issuers
waive the defense in any action or proceeding brought to enforce the obligations
of the Issuers and their respective  Affiliates  pursuant to Article VII of this
Agreement that there exists an adequate remedy at law.

     9.15 OTHER  REMEDIES.  Except as  otherwise  provided  herein,  any and all
remedies herein expressly conferred upon a party shall be deemed cumulative with
and not exclusive of any other remedy  conferred  hereby or by law, or in equity
on such  party,  and the  exercise  of any one  remedy  shall not  preclude  the
exercise of any other.

     9.16 CONSTRUCTION OF AGREEMENT; KNOWLEDGE.

          (a) The  parties  have  participated  jointly in the  drafting of this
Agreement,  and each party was represented by counsel in the negotiation of this
Agreement.  In the event an  ambiguity  or question of intent or  interpretation

                                       89
<PAGE>

arises,  this Agreement  shall be construed as if drafted jointly by the parties
and no presumption  or burden of proof shall arise  favoring or disfavoring  any
party by virtue of the authorship of any of the provisions of this Agreement.

          (b) For purposes of this Agreement, the term "knowledge," when used in
reference to the Issuers, means the knowledge of the Issuers, Don Meyer and Mark
Duggal  (or any  other  Person  performing  duties  performed  by any  thereof),
assuming that such Persons have made inquiry that is customary  and  appropriate
under the circumstances to which reference is made.

     9.17 NO THIRD  PARTY  BENEFICIARY.  Nothing  expressed  or  implied in this
Agreement is intended, or shall be construed,  to confer upon or give any person
other  than  the   parties   hereto  and  their   respective   heirs,   personal
representatives,  legal  representatives,  successors and permitted assigns, any
rights or remedies under or by reason of this Agreement.

     9.18  PUBLICITY.  Except as required by law, and for disclosures to parties
from whom consents are sought pursuant to this Agreement (but only to the extent
reasonably required in connection with seeking such consent),  neither the Capri
Parties,  on the one hand, nor the Investor,  on the other hand,  shall make any
public  disclosure of the execution of this  Agreement or of the terms hereof or
actions or transactions contemplated hereby without the prior written consent of
the other party/ies to such disclosure and the form thereof, which consent shall
not be  unreasonably  withheld.  The  Capri  Parties  consent  to the  filing by
CharterMac  with the SEC of a Form 8-K or other filings by  CharterMac  with the
SEC,  disclosing the execution of this Agreement,  and the Investor  consents to
the  disclosure by the Capri Parties of  information  contained in any such Form
8-K or other filings after the filing thereof with the SEC. The Issuers covenant
and agree with the  Investor  that the  Issuers  shall not,  and shall cause the
Capri  Companies  not to, refer to or use the name of  CharterMac  or any of its
Affiliates  in  connection  with the  promotion or marketing of any Capri Funds,
Separate  Accounts,  Investment  Advisory  Contracts,  or in communication  with
Advisory  Clients or prospective  Advisory  Clients,  or otherwise in connection
with the Business,  whether before or after the Closing,  without the Investor's
prior written consent.


                               [SIGNATURES FOLLOW]

                                       90
<PAGE>

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.


ISSUERS:                         CAPRI REALTY CAPITAL, LLC




                                 By:
                                        ----------------------------------------
                                        Quintin E. Primo III
                                        Its Co-Chairman


                                 CAPRI REALTY HOLDINGS, LLC




                                 By:
                                        ----------------------------------------
                                        Quintin E. Primo, III
                                        Its Co-Chairman



                                 -----------------------------------------------
                                        Daryl J. Carter



                                 -----------------------------------------------
                                        Brian C. Fargo


                                 -----------------------------------------------
                                        Quintin E. Primo III


INVESTOR:                        CM INVESTOR LLC

                                 By:    Charter Mac Corporation, its Sole Member


                                 By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                       91
<PAGE>

OTHER CAPRI COMPANIES:

For the purpose of agreeing  to its grants of options and other  agreements  set
forth in Article VII,  confirming the truth and accuracy of the  representations
and  warranties  made in respect of it in Article IV,  agreeing to the covenants
requiring or  restricting  action on its part in Article VI, and agreeing to the
Investor's  entitlement  to specific  performance  as set forth in Section 9.14,
each of the  undersigned  has executed this Agreement as of the date first above
written.

                                 CAPRI ACQUISITION, INC.



                                 By:
                                          --------------------------------------
                                          Quintin E. Primo, III
                                          Its Co-Chairman

                                 CPC REALTY ADVISORS, INC.



                                 By:
                                          --------------------------------------
                                          Quintin E. Primo, III
                                          Its Co-Chairman


                                 CAPRI CAPITAL ADVISORS, LLC



                                 By:
                                          --------------------------------------
                                          Quintin E. Primo, III
                                          Its Co-Chairman


                                       92
<PAGE>


                                                                 SCHEDULE 7.1(E)

                    DETERMINATION OF CRC PROPOSED CCLP EBITDA

          The CRC Proposed  CCLP EBITDA  shall be  determined  in the  following
manner:

          DEFINITIONS.  Defined  terms  used in this  SCHEDULE  7.1(E)  that are
defined in the Agreement have the meanings  given to them in the  Agreement.  As
used in this SCHEDULE 7.1(E), the following terms have the following meanings:

     "CREDIT  ENHANCEMENT  AGREEMENT"  means that  certain  Amended and Restated
Credit Enhancement Umbrella Agreement dated as of November 19, 1999, as amended,
made by and among CAI, CCLP and Capri Holdings, and the Credit Enhancers.

     "EBITDA"  means,  with respect to any period and GAAP financial  statements
covering  such  period,  the sum of (i) net  income  for such  period;  (ii) all
interest expense for such period; (iii) all provisions for income taxes for such
period;  and (iv) depreciation and amortization for such period, in each case as
set forth in such GAAP financial statements.

          DETERMINATION OF CRC PROPOSED CCLP EBITDA

          The "CRC  PROPOSED  CCLP  EBITDA"  shall  equal  the  EBITDA  of Capri
Holdings and its Subsidiaries for the year ended December 31, 2004, derived from
its audited GAAP financial statements for such period,  subject to the following
adjustments:

               (i) third party  out-of-pocket  expenses  relating to the Interim
Loan, and entering into the Agreement shall be eliminated;

               (ii) third party out-of-pocket expenses relating to actions taken
by CCLP and its Subsidiaries  pursuant to requests of the Investor in connection
with the  preparation  of, and audit of,  financial  statements  of CCLP and its
Subsidiaries  in order that such financial  statements  will meet the applicable
requirements  for  inclusion  as part of the  financial  statements  of a public
company filed with the SEC, shall be eliminated;

               (iii) the effect of revenues  and  expenses  allocated  after the
CCLP Acquisition Date either to CCLP and its  Subsidiaries,  on the one hand, or
CharterMac and its Affiliates, on the other hand, which would have been revenues
or expenses, as applicable,  of the other party if the CCLP Acquisition Date had
not occurred, shall be eliminated;

               (iv) the effect of  revenues  and  expenses  from  parties  whose
consent or waiver is  required  pursuant to Section  3.1(j) but is not  obtained
prior to the Closing Date, shall be eliminated;

               (v)  expenses  shall be  adjusted  to  eliminate  the one time or
non-recurring  items  relating  to the  repayment  of the  Bank  Term  Loan  and
obligations under the Credit  Enhancement  Agreement,  the proposed financing by
CalPERS of such  repayments,  entering into the Agreement,  and the transactions
consummated pursuant to the CAG Purchase Agreement;

               (vi) 50% of the salary,  payroll taxes and employee  benefits for
Carter,  and  50% of the  overhead  and  travel  expenses  allocable  to  Carter
(PROVIDED,  that such overhead and travel expenses allocated to PW Funding shall
not exceed  $75,000)  after the  Closing  Date will be  allocated  to each of PW
Funding and Capri  Holdings;  as a result only 50% of Carter's  salary,  payroll
taxes,  and  employee  benefits  and the  remainder  of the travel  expenses and
allocable overhead will be treated as an expense in calculating the CRC Proposed
CCLP EBITDA;

<PAGE>

               (vii) interest on the  Warehousing  Facility shall be deducted in
calculating the CRC Proposed CCLP EBITDA;

               (viii) DUS Losses and reserves for DUS Losses will be eliminated;

               (ix) revenues shall include  origination fees related to Mortgage
Loans  which are closed  under the  Warehousing  Facility  in 2004 and which are
subject to a binding  commitment  from the buyer to acquire such Mortgage  Loan,
but which are not delivered  until 2005 (provided that any revenues in 2004 from
any such transactions  involving  Mortgage Loans closed in 2003 and delivered to
the buyer in 2004 shall be excluded from revenues); and

               (x) revenues,  net of commissions or fees payable by CCLP and its
Subsidiaries  to brokers or originators  and other closing costs,  shall include
origination  fees related to 2004 Committed  Loans, to the extent that such 2004
Committed  Loans  have  closed  on or prior to the date  that CRC  notifies  the
Investor of the CRC Proposed  CCLP EBITDA  pursuant to Section  7.1(e)(i) of the
Agreement;

               (xi) revenues shall exclude  origination fees, net of commissions
or fees payable by CCLP and its Subsidiaries to brokers or originators and other
closing costs, related to Committed Loans made prior to January 1, 2004;

               (xii) the  amount of any  payment  of,  or  accelerated  vesting,
funding or  delivery  of, or  increase in the amount or value of, any payment or
benefit to any employee or director of the Capri  Companies  resulting  from the
execution and delivery of the Agreement or the  consummation of the Contemplated
Transactions  (either  alone or in  connection  with  another  event  such as an
employment  termination)  or from the  termination  of redundant or  unnecessary
employees  including,  without limitation Robert M. Berger, Benny Neopolitan and
any employees of CCLP whose  employment is terminated at the request of, or with
the consent of, the Investor, shall be eliminated; and

               (xiii) capitalized servicing income shall be eliminated.


                                        2
<PAGE>

                                                                 SCHEDULE 7.1(F)

                    DETERMINATION OF CRC PROPOSED CCA EBITDA

          The CRC  Proposed  CCA EBITDA  shall be  determined  in the  following
manner:

          DEFINITIONS.  Defined  terms  used in this  SCHEDULE  7.1(F)  that are
defined in the Agreement have the meanings  given to them in the  Agreement.  As
used in this SCHEDULE 7.1(F), the following terms have the following meanings:

     "EBITDA"  means with  respect to any period and GAAP  financial  statements
covering  such  period,  the sum of (i) net  income  for such  period;  (ii) all
interest expense for such period; (iii) all provisions for income taxes for such
period;  and (iv) depreciation and amortization for such period, in each case as
set forth in such GAAP financial statements.

          DETERMINATION OF CRC PROPOSED CCA EBITDA

          The "CRC  PROPOSED  CCA EBITDA"  shall equal the EBITDA of CCA and its
Subsidiaries for the twelve months ended June 30, 2005, derived from its audited
GAAP financial statements for such period, subject to the following adjustments:

               (i) third party  out-of-pocket  expenses  relating to the Interim
Loan and the  transactions  contemplated  by the Agreement  shall be eliminated;

               (ii) third party out-of-pocket expenses relating to actions taken
by CCA and its  Subsidiaries  pursuant to requests of the Investor in connection
with (A) the preparation of, and audit of,  financial  statements of CCA and its
Subsidiaries  in order that such financial  statements  will meet the applicable
requirements  for  inclusion  as part of the  financial  statements  of a public
company  filed with the SEC or (B) engaging as CCA's  auditors  the  independent
accountants  used by the Investor,  to the extent that such expenses  exceed the
expenses which would have been incurred  during such period if CCA had continued
using its existing auditors, shall be eliminated;

               (iii)  revenues  shall  be  reduced  by the  annualized  revenues
relating  to  Advisory  Clients  whose  consent  or waiver is  required  for the
consummation of the CCA Option but has not been obtained;

               (iv) with  respect to Capri Select  Income II,  asset  management
fees will be based on an  annualization  of asset  management  fees  accrued  in
accordance  with GAAP for the month ended  October 31,  2005,  considering  only
investors  admitted  through  September  30,  2005,  such  annualization  to  be
calculated by multiplying  the daily average of such asset  management  fees for
the month ended October 31, 2005 by 365;

               (v) the expenses of CCA will be  increased by any expenses  which
would have been incurred by CCA if it had provided asset management  services to
Capri Select Income II for a full year with all  commitments  which  resulted in
the annualized  asset  management  fees under (ii) above fully funded,  and such
funds fully invested throughout such full year;

               (vi)  placement   agent  fees  will  be  adjusted  by  allocating
placement  agent  fees  incurred  in any  year  over  the  expected  life of the
investment  (E.G.,  placement  agent  fees for  Capri  Select  Income II will be
allocated in equal portions over eight years);

               (vii) any incremental audit costs incurred in 2004 or 2005 due to
the conduct of an audit for the 12 months  ended June 30, 2005 (which  would not
have  otherwise  been incurred in connection  with the year-end  audit) shall be
excluded;


                                        i
<PAGE>

               (viii) any  payments  or  distributions  to CCA on account of any
Promotes,  returns  on capital  and  returns  of  capital  allocable  to CCA for
distribution to Persons entitled to them under Sections  6.7(a),  6.7(c)(iv) and
6.7(d) shall be excluded from revenues,  and any payment or distribution thereof
by CCA shall be excluded from expenses;

               (ix) the  amount  of any  payment  of,  or  accelerated  vesting,
funding or  delivery  of, or  increase in the amount or value of, any payment or
benefit to any employee or director of the Capri  Companies  resulting  from the
execution and delivery of the Agreement or the  consummation of the Contemplated
Transactions  (either  alone or in  connection  with  another  event  such as an
employment  termination)  or from the  termination  of redundant or  unnecessary
employees  including,  without limitation Robert M. Berger, Benny Neopolitan and
any employees of CCLP whose  employment is terminated at the request of, or with
the consent of, the Investor, shall be eliminated; and

               (x) the expense of salary,  payroll  taxes and employee  benefits
(not  including  bonus) for Fargo shall be  determined as if Fargo were employed
pursuant to the Fargo  Employment  Agreement  beginning July 1, 2004, and actual
bonus received by Fargo since July 1, 2004 shall be deducted as an expense.


                                       ii
<PAGE>

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
                                -----------------

                                                                                     PAGE
<S>                                                                                  <C>
ARTICLE I DEFINITIONS..................................................................1

ARTICLE II LOANS 17
  2.1   THE LOANS.....................................................................17
        ---------
  2.2   REPAYMENT OF PRINCIPAL........................................................18
        ----------------------
  2.3   OBLIGATION TO PAY; NOTES......................................................18
        ------------------------
  2.4   INTEREST......................................................................19
        --------
  2.5   PREPAYMENTS...................................................................22
        -----------
  2.6   METHOD AND PLACE OF PAYMENT...................................................23
        ---------------------------
  2.7   USE OF PROCEEDS...............................................................23
        ---------------
  2.8   CLOSING HOLDBACK..............................................................24
        ----------------
  2.9   REORGANIZATION................................................................24
        --------------

ARTICLE III CONDITIONS TO CLOSING.....................................................24
  3.1   CONDITIONS TO THE INVESTOR'S OBLIGATIONS......................................24
        ----------------------------------------
  3.2   CONDITIONS TO THE CAPRI PARTIES' OBLIGATIONS..................................27
        --------------------------------------------

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE ISSUERS..............................28
  4.1   ORGANIZATION OF THE CAPRI COMPANIES...........................................28
        -----------------------------------
  4.2   CAPITALIZATION................................................................29
        --------------
  4.3   AUTHORIZATION, ENFORCEABILITY.................................................30
        -----------------------------
  4.4   NO CONFLICT...................................................................30
        -----------
  4.5   FINANCIAL STATEMENTS; ASSETS..................................................31
        ----------------------------
  4.6   BOOKS AND RECORDS.............................................................32
        -----------------
  4.7   NO UNDISCLOSED LIABILITIES....................................................32
        --------------------------
  4.8   ABSENCE OF CERTAIN CHANGES....................................................32
        --------------------------
  4.9   NO MATERIAL ADVERSE CHANGE....................................................33
        --------------------------
  4.10  TITLE; LIENS; CONDITION; INTELLECTUAL PROPERTY; ACCOUNTS RECEIVABLE...........33
        -------------------------------------------------------------------
  4.11  CAPRI REAL PROPERTY...........................................................34
        -------------------
  4.12  ENVIRONMENTAL MATTERS.........................................................35
        ---------------------
  4.13  LITIGATION....................................................................36
        ----------
  4.14  TAXES.........................................................................36
        -----
  4.15  CONTRACTS AND COMMITMENTS.....................................................37
        -------------------------
  4.16  INVESTMENT ADVISORY CONTRACTS AND PROGRAMS....................................38
        ------------------------------------------
  4.17  INVESTMENT ADVISOR GOVERNMENTAL REGISTRATION..................................38
        --------------------------------------------
  4.18  CAPRI FUNDS...................................................................39
        -----------
  4.19  INVESTMENT PERFORMANCE........................................................41
        ----------------------
  4.20  STATUS OF AGREEMENTS..........................................................41
        --------------------
  4.21  INSURANCE.....................................................................41
        ---------
  4.22  LABOR RELATIONS...............................................................42
        ---------------
  4.23  EMPLOYEE BENEFIT PLANS........................................................42
        ----------------------
  4.24  COMPLIANCE WITH LAW; NO LIMITATIONS...........................................44
        -----------------------------------
  4.25  RELATED PARTY TRANSACTIONS AND INTERESTS......................................45
        ----------------------------------------
  4.26  MORTGAGE LOANS AND SERVICING..................................................46
        ----------------------------
  4.27  MORTGAGE LOAN COLLATERAL......................................................51
        ------------------------
  4.28  DEFAULT/FORECLOSURE; PRIOR CLAIMS EXPERIENCE..................................51
        --------------------------------------------
  4.29  NO DISTRIBUTIVE INTENT........................................................52
        ----------------------
  4.30  NO BROKERS OR FINDERS.........................................................52
        ---------------------
  4.31  DISCLOSURE....................................................................52
        ----------
</TABLE>


                                        i
<PAGE>

<TABLE>
<CAPTION>

<S>                                                                                  <C>
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE INVESTOR..............................53
  5.1   EXISTENCE AND POWER...........................................................53
        -------------------
  5.2   AUTHORIZATION.................................................................53
        -------------
  5.3   NON-CONTRAVENTION.............................................................53
        -----------------
  5.4   INVESTMENT....................................................................53
        ----------
  5.5   NO BROKERS OR FINDERS.........................................................53
        ---------------------
  5.6   DISCLOSURE....................................................................53
        ----------

ARTICLE VI COVENANTS..................................................................54
  6.1   NO SOLICITATION...............................................................54
        ---------------
  6.2   TRANSFER PRICING..............................................................54
        ----------------
  6.3   THE ISSUERS...................................................................54
        -----------
  6.4   AFFIRMATIVE COVENANTS OF CCLP AND ITS SUBSIDIARIES............................55
        --------------------------------------------------
  6.5   NEGATIVE COVENANTS OF CCLP AND ITS SUBSIDIARIES...............................58
        -----------------------------------------------
  6.6   AFFIRMATIVE COVENANTS OF CCA AND ITS SUBSIDIARIES.............................62
        -------------------------------------------------
  6.7   RETURNS AND PROMOTES ON EXISTING FUNDS AND FUTURE FUNDS.......................65
        -------------------------------------------------------
  6.8   NEGATIVE COVENANTS OF CCA AND ITS SUBSIDIARIES................................67
        ----------------------------------------------

ARTICLE VII OPTIONS...................................................................71
  7.1   CCLP OPTION...................................................................71
        -----------
  7.2   CCA OPTION....................................................................78
        ----------
  7.3   TRANSFER RESTRICTIONS ON CHARTERMAC RESTRICTED EQUITY SECURITIES..............80
        ----------------------------------------------------------------
  7.4   INVESTOR CCA SALE RIGHT.......................................................81
        -----------------------
  7.5   INVESTOR CCA PUT..............................................................82
        ----------------
  7.6   CCA CALL......................................................................83
        --------

ARTICLE VIII SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION.............................87
  8.1   SURVIVAL OF REPRESENTATIONS AND WARRANTIES....................................87
        ------------------------------------------
  8.2   INDEMNIFICATION BY THE ISSUERS................................................87
        ------------------------------
  8.3   INDEMNIFICATION BY THE INVESTOR...............................................88
        -------------------------------
  8.4   THRESHOLD AMOUNT - ISSUERS....................................................88
        --------------------------
  8.5   THRESHOLD AMOUNT - INVESTOR...................................................88
        ---------------------------
  8.6   PROCEDURE FOR INDEMNIFICATION.................................................88
        -----------------------------

ARTICLE IX MISCELLANEOUS..............................................................89
   9.1  AMENDMENT; WAIVER.............................................................89
        -----------------
   9.2  EXPENSES......................................................................89
        --------
   9.3  INDEMNIFICATION AGAINST PAYMENT OF BROKERS' FEES..............................90
        ------------------------------------------------
   9.4  ASSIGNMENT; PARTIES IN INTEREST...............................................90
        -------------------------------
   9.5  FURTHER ASSURANCES............................................................90
        ------------------
   9.6  ENTIRE AGREEMENT..............................................................90
        ----------------
   9.7  HEADINGS; REFERENCES..........................................................90
        --------------------
   9.8  NOTICES.......................................................................90
        -------
   9.9  CONSENT TO JURISDICTION.......................................................91
        -----------------------
   9.10 WAIVER OF JURY TRIAL..........................................................92
        --------------------
   9.11 GOVERNING LAW.................................................................92
        -------------
   9.12 COUNTERPARTS; FACSIMILE.......................................................92
        -----------------------
   9.13 SEVERABILITY..................................................................92
        ------------
   9.14 SPECIFIC PERFORMANCE..........................................................92
        --------------------
   9.15 OTHER REMEDIES................................................................92
        --------------
   9.16 CONSTRUCTION OF AGREEMENT; KNOWLEDGE..........................................92
        ------------------------------------
   9.17 NO THIRD PARTY BENEFICIARY....................................................93
        --------------------------
   9.18 PUBLICITY.....................................................................93
        ---------
</TABLE>


                                       ii
<PAGE>


                         TABLE OF EXHIBITS AND SCHEDULES
                         -------------------------------



Exhibit A               CCLP Note
Exhibit B               CRH Note
Exhibit C               CAI Note
Exhibit D               Capri Companies Guaranty
Exhibit E               Capri Principals Guaranty
Exhibit F               Exchange Rights Agreement
Exhibit G               Associates Membership Interests Security Agreement
Exhibit H               Capri Holdings Membership Interests Security Agreement
Exhibit I               Capri Principals Security Agreement
Exhibit J               CCA Assets Security Agreement
Exhibit K               CCA Membership Interests Security Agreement
Exhibit L               CCLP Assets Security Agreement
Exhibit M               CCLP Membership Interests Security Agreement
Exhibit N               CCM Membership Interests Security Agreement
Exhibit O               CRC Assets Security Agreement
Exhibit O1              CRH Assets Security Agreement
Exhibit O2              CRH Membership Interests Security Agreement
Exhibit P               Finance Membership Interests Security Agreement
Exhibit Q               Servicing Rights Security Agreement
Exhibit R               Assignment of CCA Assets
Exhibit S               CCA Operating Agreement Amendment
Exhibit T               Investor Operating Agreement Amendment
Exhibit U               Registration Rights Agreement
Exhibit V               Legal Opinion of Sonnenschein Nath & Rosenthal LLP
Exhibit W               Legal Opinion of Proskauer Rose LLP
Exhibit X               Investor CCA Put Promissory Note
Exhibit Y               Carter Employment Agreement
Exhibit Z               Carter Non-Competition Agreement
Exhibit AA              Fargo Employment Agreement
Exhibit BB              Fargo Non-Competition Agreement
Exhibit CC              Primo Employment Agreement
Exhibit DD              Primo Non-Competition Agreement
Exhibit EE              CCA Call Non-Competition Agreement
Exhibit FF              Capri Release
Schedule 1.1-A          Capri Funds - Employee Incentive/Co-Investment Vehicles
Schedule 1.1-C          Watch-List Criteria
Schedule 3.1(o)         Mortgage Banking Business Communications
Schedule 4.1            Organization of Capri Companies
Schedule 4.2(a)         Capitalization
Schedule 4.4(a)         No Conflict
Schedule 4.5(c)         Mortgage Loan Investor Financial Requirements Compliance
Schedule 4.7            Liabilities
Schedule 4.8            Absence of Certain Changes
Schedule 4.10(a)        Capri Real Property
Schedule 4.10(c)        Mortgage Banking Business Proprietary Rights
Schedule 4.10(e)        Advisory Business Proprietary Rights
Schedule 4.10(f)        Violations
Schedule 4.10(g)        Accounts Receivable
Schedule 4.13           Litigation
Schedule 4.15           Contracts and Commitments
Schedule 4.16(a)        Investment Advisory Contracts
Schedule 4.16(b)        Investment Programs


                                       iii
<PAGE>

Schedule 4.17(a)        Investment Advisor Governmental Registration
Schedule 4.17(f)        Solicitations
Schedule 4.17(g)        SEC audits
Schedule 4.17(h)        Customer Complaints
Schedule 4.18(a)        Capri Funds
Schedule 4.18(k)        Capri Funds - Material Changes
Schedule 4.18(l)        Capri Funds - Claims
Schedule 4.20(b)        Status of Agreements
Schedule 4.21           Insurance
Schedule 4.22(a)        Capri Companies Employees
Schedule 4.22(b)        Change of Control Payments
Schedule 4.22(c)        Compliance with Labor Laws
Schedule 4.23           Employee Benefit Plans
Schedule 4.24           Compliance with Law; No Limitations
Schedule 4.25(a)        CCLP/CCA Related Party Transactions
Schedule 4.25(b)        Capri Companies Related Party Transactions
Schedule 4.25(c)        Related Party Interests - the Business
Schedule 4.25(d)        Related Party Interests - Competitors
Schedule 4.26(b)        Mortgage Banking Customers
Schedule 4.26(c)        Mortgage Servicing Agreements
Schedule 4.26(d)(i)     Serviced Loans
Schedule 4.26(d)(iv)    Watch-List Serviced Loans
Schedule 4.26(d)(v)     Non-Ordinary Course Serviced Loans
Schedule 4.26(e)(i)     Warehouse Loans
Schedule 4.26(e)(ii)    Warehouse Loans - Title/Liens
Schedule 4.26(e)(iii)   Watch-List Warehouse Loans
Schedule 4.26(e)(iv)    Warehouse Loans - Future Advances
Schedule 4.26(e)(v)     Warehouse Loans - Prepayment Notices
Schedule 4.26(e)(vi)    Non-Ordinary Course Warehouse Loans
Schedule 4.26(e)(vii)   Committed Loans
Schedule 4.26(f)        Validity and Enforceability of Mortgage Loan Documents
Schedule 4.26(h)        Compliance
Schedule 4.26(j)        Servicing Audits and Inquiries
Schedule 4.26(n)(ii)    Interest on Custodial Accounts
Schedule 4.26(o)        Obligations as to Principal and Interest Advances
Schedule 4.26(q)        Origination and Brokerage Fees
Schedule 4.26(s)        CCLP Projected DUS Losses
Schedule 4.27           Condemnation/Casualty of Collateral
Schedule 4.28           Default, Foreclosure and Prior Claims
Schedule 4.30           Brokers/Finders
Schedule 6.4(a)(iv)     CCLP Approved Budget
Schedule 6.4(d)         CCLP Principal Places of Business
Schedule 6.5(c)         CCLP Indebtedness
Schedule 6.5(d)         CCLP Liens
Schedule 6.6(a)(iii)    CCA Approved Budget
Schedule 6.6(a)(v)      Investment Advisory Business Management Reports
Schedule 6.6(d)         CCA Principal Places of Business
Schedule 6.8(b)         Permitted CCA Actions
Schedule 6.8(c)         Permitted CCA Indebtedness
Schedule 6.8(d)         CCA Liens
Schedule 7.1(e)         CRC Proposed CCLP EBITDA
Schedule 7.1(f)         CRC Proposed CCA EBITDA


                                       iv