AMENDED AND RESTATED
                              --------------------
                         EXECUTIVE EMPLOYMENT AGREEMENT
                         ------------------------------

         THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT  ("AGREEMENT")
is entered into effective as of JANUARY 16, 2007 (the  "EFFECTIVE  DATE") by and
between CENTERLINE CAPITAL GROUP, INC., A DELAWARE  CORPORATION (the "COMPANY"),
and NICHOLAS A. C. MUMFORD ("EXECUTIVE").  In addition,  this Agreement is being
executed by the Company's ultimate parent company, CENTERLINE HOLDING COMPANY, a
Delaware   statutory   trust   ("CENTERLINE"),   for  purposes  of  guaranteeing
performance  by the  Company  as set  forth in  Section  10(k)  herein.  Certain
capitalized terms used in this Agreement are used with the definitions  ascribed
to them on the attached EXHIBIT A, which is incorporated  into this Agreement by
this reference.

                                   BACKGROUND
                                   ----------

         The Company and  Executive  have  previously  entered into an Executive
Employment Agreement (the "EMPLOYMENT  AGREEMENT") dated as of January 16, 2007.
Effective  as  of  the  date  hereof,   the  Company  has  amended  its  Salary,
Discretionary  Bonus,  Long Term  Disability,  Severance Pay,  total  disability
policy,  provision regarding  termination without Cause and Resignation for Good
Reason and Change in Control provision.  As a result thereof, the parties hereto
wish to amend and restate the Employment Agreement as provided herein.

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

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

1. EMPLOYMENT. The Company will employ Executive, and Executive will be employed
by the  Company,  during the  Employment  Period on and subject to the terms and
conditions  contained in this Agreement.  The "EMPLOYMENT  PERIOD" is the period
commencing on the Effective  Date and continuing for a period of three (3) years
(the "Initial Term") with automatic  renewals  thereafter for successive one (1)
year periods unless terminated as provided in this Agreement.

2. DUTIES. During the Employment Period,  Executive will work for the Company in
the  capacity of Executive  Managing  Director and Group Head of the Credit Risk
Products  Group.  During the Employment  Period,  Executive  shall report to the
Chief Executive  Officer of the Company and Executive shall perform the types of
duties and functions as shall be reasonably  assigned to Executive  from time to
time by the Chief Executive  Officer of the Company and shall be consistent with
Executive's  position.  Executive will devote  substantially all of his business
time,  best  efforts  and  ability  to the  business  of  the  Company  and  its
affiliates,  will faithfully and diligently perform  Executive's duties pursuant
to this  Agreement,  will comply with the overall  policies  established  by the
board of trustees of Centerline and will do all things reasonably in Executive's
power to  promote,  develop  and extend  Centerline's  business  and that of its
subsidiaries. In determining whether Executive is devoting substantially all his
<PAGE>

business  time,  best efforts and ability to the business of the Company and its
affiliates,  Executive may only engage in those business  activities  aside from
his duties  hereunder which are either (i) set forth in the attached  EXHIBIT B,
or (ii) are disclosed to Centerline's board of trustees and approved by it.

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

     a.   The Company  will pay  Executive a base  salary  (the  "SALARY")  of $
          400,000.00 per annum payable in equal  bi-weekly  installments,  which
          amount shall be subject to increase at the end of the Initial Term and
          every  third year  thereafter  so long as this  Agreement  shall be in
          effect. In addition, the Company will pay Executive bonus compensation
          ("ANNUAL  BONUS") to the extent it is awarded to him under and subject
          to the terms of an annual incentive bonus compensation plan or program
          sponsored by the Company (the "BONUS PLAN").

     b.   Executive  may also be awarded long term deferred  compensation  under
          one or more plans or programs  established  by the Company  (including
          but not limited to  Out-Performance  Programs) or  Centerline  and its
          affiliates from time to time (the "DEFERRED  COMPENSATION  PLANS") and
          may be offered an opportunity to co-invest with Centerline  and/or its
          subsidiaries  in funds  sponsored by them on such terms and conditions
          as shall be  determined by  Centerline.  Amounts,  if any,  payable to
          Executive under the terms of the Deferred  Compensation Plans shall be
          governed  solely by the terms of the Deferred  Compensation  Plans and
          awards  made   thereunder   and  the  terms  and   conditions  of  any
          co-investment  opportunity  provided to Executive shall be established
          by Centerline and communicated to Executive.  Executive shall be under
          no obligation to participate in any co-investment opportunity and such
          participation  shall not be a  condition  of nor  affect in any manner
          Executive's continued employment by the Company.

     c.   Executive  shall be entitled to twenty (20) days vacation per year for
          each year this Agreement is in effect.  All vacation shall be taken at
          such times as shall be agreed upon by the Chief  Executive  Officer of
          the  Company.  In the event of a  termination  of this  Agreement,  no
          amount shall be payable to the  Executive  for any accrued but not yet
          taken vacation time.  Executive's  right to carry over unused vacation
          days  to  subsequent   years  shall  be  subject  to  and  limited  by
          Centerline's  policy  regarding the carry over of unused vacation days
          in effect for similarly situated executives.

     d.   Executive  will be entitled to  participate  in any fringe benefit and
          other  employee  benefit  plans and  programs  available  to  salaried
          employees of the Company as in effect from time to time, to the extent
          that  Executive  may  be  eligible  to  do  so  under  the  applicable
          provisions of the plans and programs ("BENEFIT RIGHTS").

     e.   Executive shall be entitled to  reimbursement  of amounts  incurred by
          him in  connection  with  the  performance  by him of his  duties  and
          obligations   hereunder  in  accordance  with  the  Company's  expense
          reimbursement policy ("REIMBURSABLE  AMOUNTS").  Executive shall apply
<PAGE>

          for all reimbursements  for a particular  calendar year not later than
          forty-five  (45) days after it ends, and payment shall occur not later
          than two and one-half  months  after the end of the  calendar  year to
          which the Reimbursable Amounts relate.

     f.   The Company shall also provide  Executive with  supplemental long term
          disability   insurance  which  will  provide  Executive  with  a  full
          disability benefit of Fifteen Thousand Dollars  ($15,000.00) per month
          after an  exclusion  period  of  ninety  (90)  days and  otherwise  on
          substantially  the same terms as are set forth on the attached EXHIBIT
          C (the  "Disability  Coverage").  During the ninety (90) day exclusion
          period,  the Company will pay  Executive  his full Salary.  Disability
          Coverage shall be provided in a manner which is most tax  advantageous
          to  the  Executive,   provided  Executive   cooperates  fully  in  the
          implementation  of any  reasonable  plan  proposed  by the  Company to
          achieve such results.

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

     a.   DEATH. If Executive dies during the Employment Period, the Termination
          Date will be the date of Executive's death. In such event, the Company
          shall pay  Executive's  estate  within two and one-half  months of the
          date of  Executive's  death a death  benefit  equal to: (i)  severance
          compensation  equal to one year of Executive's then current Salary and
          100% of the amount of the Executive's most recently  declared and paid
          Annual Bonus  ("SEVERANCE  PAY");  (ii) Executive's  earned but unpaid
          Salary, any Reimbursement Amounts for the period prior to termination,
          any accrued but unused  vacation,  and any declared but unpaid  Annual
          Bonus  (collectively  "ENTITLEMENTS");   (iii)  BENEFIT  RIGHTS;  (iv)
          additional benefits (if any) in accordance with the applicable Company
          plans, programs and arrangements ("COMPANY ARRANGEMENTS"); and (v) the
          Company shall pay the COBRA  premiums for  Executive's  dependents for
          the  lesser  of (A) one (1) year or (B) until  Executive's  dependents
          cease to be  eligible  for such  COBRA  benefits  (including,  without
          limitation,  by reason of any such  dependents  becoming  eligible for
          substantially   similar  coverage  from  another  employer).   Upon  a
          termination  of the  Executive  by reason of  Executive's  death,  any
          unvested  options and restricted  stock awarded to Executive under any
          compensation  plan  sponsored  by the Company  and any promote  shares
          under a  co-investment  made by the Executive  with the Company or its
          affiliates  shall fully vest upon the date of his death.  Furthermore,
          the Executive shall be eligible for  consideration for an Annual Bonus
          for the year in which the Executive dies; provided,  however,  nothing
          herein shall entitle the Executive to an Annual Bonus and any award of
          an Annual  Bonus shall be subject to the terms and  provisions  of the
          Bonus Plan.
<PAGE>

     b.   TOTAL  DISABILITY.  If  Executive  incurs  a  Total  Disability,   the
          Termination   Date  will  be  the  date   Executive  (or   Executive's
          beneficiary  or  representative)  first  becomes  entitled  to receive
          benefits under the Disability  Coverage unless deferred or extended by
          the Centerline's  Compensation Committee, in which case it will be the
          extended or deferred date (the  "DISABILITY  PAYMENT  DATE").  In such
          event the  Company  shall pay to or on  behalf  of the  Executive  (or
          Executive's beneficiary or representative) (i) on each regular pay day
          the pro  rata  portion  of any  Salary  which  accrues  from  the date
          Executive incurs the Total Disability to the Disability  Payment Date,
          (ii) within two and one-half months of the Disability  Payment Date, a
          disability  benefit equal to (A) Severance Pay; (B) the  Entitlements;
          (C) Benefit Rights; and (D) Company Arrangements;  (iii) subsequent to
          the  Disability  Payment  Date,  any  payments  due on  account of the
          Disability  Coverage and (iv) the COBRA premiums for Executive and his
          dependents  for the lesser of (A) one (1) year or (B) until  Executive
          and his  dependents  cease  to be  eligible  for such  COBRA  benefits
          (including,  without  limitation,  by  reason  of  Executive  becoming
          eligible  for   substantially   similar  coverage  from  a  subsequent
          employer).  For these  purposes,  a "TOTAL  DISABILITY"  is a physical
          and/or  mental  condition  giving rise to  Executive  (or  Executive's
          beneficiary  or  representative)  receiving  benefits  on  account  of
          Executive's being totally disabled under any Disability Coverage. Upon
          a  termination  of the  Executive by reason of Total  Disability,  any
          unvested  options and restricted  stock awarded to Executive under any
          compensation  plan  sponsored  by the Company  and any promote  shares
          under a  co-investment  made by the Executive  with the Company or its
          affiliates  shall fully vest upon the Termination  Date.  Furthermore,
          the Executive shall be eligible for  consideration for an Annual Bonus
          for  the  year in  which  the  Executive  incurs  a Total  Disability;
          provided,  however,  nothing  herein shall entitle the Executive to an
          Annual  Bonus and any award of an Annual Bonus shall be subject to the
          terms and provisions of the Bonus Plan.

     c.   TERMINATION FOR CAUSE;  RESIGNATION  WITHOUT GOOD REASON.  Executive's
          employment may be terminated by the Company for Cause at any time upon
          written  notice from the Company to Executive.  The  Company's  notice
          must set  forth  the  facts or  circumstances  constituting  Cause and
          specify  the  Termination  Date.  Executive  may  resign  without  the
          existence  of Good  Reason at any time upon not less than  ninety (90)
          days written  notice to the Company.  Executive's  notice must specify
          the Termination  Date.  Upon the occurrence of either such event,  the
          Company shall only be obligated to pay Executive any amounts due under
          SECTION 4(G) below. Upon a termination of the Executive by the Company
          with Cause or a termination by the Executive without Good Reason,  any
          unvested  options and restricted  stock awarded to Executive under any
          compensation  plan  sponsored by the Company  shall be forfeited as of
          the Termination  Date. Vested options shall continue to be exercisable
          in accordance with the  compensation  plan pursuant to which they were
          issued.
<PAGE>

     d.   FAILURE TO RENEW, RETIREMENT, TERMINATION WITHOUT CAUSE OR RESIGNATION
          FOR GOOD  REASON.  In the  event  the  Company  shall  determine  that
          Executive's  Employment Period will not be renewed pursuant to Section
          1 of this Employment Agreement,  the Company shall so notify Executive
          not less than sixty (60) days and not more than ninety (90) days prior
          to  the  expiration  of the  Employment  Period,  in  which  case  the
          Termination Date shall be the expiration of the Employment  Period and
          the Executive's  employment shall be deemed to have been terminated by
          the Company without Cause. In addition, Executive may be terminated by
          the Company  without  Cause at any time upon not less than thirty (30)
          days written notice to Executive,  in which case the Company's  notice
          must specify the Termination Date. Executive may resign if Good Reason
          exists upon not less than ten (10) days written notice to the Company.
          Executive's   notice  must  set  forth  the  facts  and  circumstances
          constituting Good Reason and specify the Termination Date.

          In the event of Executive's  Retirement,  (i) any unvested options and
          restricted  stock  awarded to Executive  under any  compensation  plan
          sponsored by the Company and any promote shares under a  co-investment
          made by the Executive with the Company or its  affiliates  shall fully
          vest upon the  Termination  Date and (ii) the terms and  provisions of
          Sections 5, 6, 7 and 8 of this Agreement  shall continue in full force
          and effect.

          If Executive's  employment is terminated by the Company  without Cause
          or  Executive  terminates  his  employment  with the  Company for Good
          Reason,  Executive shall have no further rights or claims hereunder or
          with regard hereto except that,  subject to his execution of a release
          running to the Company and its related  entities and their  respective
          partners,  shareholders,  officers,  directors  and  employees  of all
          claims relating to his employment and termination substantially in the
          form of  EXHIBIT D (with  such  reasonable  changes  therein as may be
          deemed by  counsel to the  Company  to be  required  or  desirable  to
          reflect  applicable  law at the time of delivery of such release) (the
          "Release"),  (i) the Company will pay  Executive a separation  payment
          equal to the  Entitlements  and  Severance Pay within two and one-half
          months after terminating  employment,  (ii) Executive will be entitled
          to the Benefit Rights and Company Arrangements,  and (iii) the Company
          will pay the COBRA  premiums for Executive and his  dependents for the
          lesser of (A) one (1) year or (B) until  Executive and his  dependents
          cease to be  eligible  for such  COBRA  benefits  (including,  without
          limitation, by reason of Executive becoming eligible for substantially
          similar coverage from a subsequent employer).  If Executive elects not
          to deliver the Release,  then the Company  shall have no obligation to
          pay  Executive  the  severance  provided for in clause (i) above,  but
          shall be  obligated to pay to  Executive  the amounts  provided for in
          clause (ii) above at the times  provided  therein.  Any payments to be
          made to Executive pursuant to this SECTION 4(D) are in addition to any
          benefits  that may be  payable  under any life  insurance,  disability
          insurance  or similar  policies  of  insurance  that the  Company  may
          maintain on Executive's behalf and to which Executive  contributes all
          or any portion of the premiums to maintain. If Executive's  employment
          is  terminated  hereunder,  Executive  shall be under no obligation to
<PAGE>

          seek other employment and there shall be no offset against any amounts
          due to Executive  under this Agreement on account of any  remuneration
          attributable  to any subsequent  employment that Executive may obtain.
          Upon a termination of the Executive by the Company without Cause or, a
          termination  by the Executive with Good Reason,  any unvested  options
          and restricted stock awarded to Executive under any compensation  plan
          sponsored by the Company and any promote shares under a  co-investment
          made by the Executive with the Company or its  affiliates  shall fully
          vest upon the end of any rescission period allowed with respect to the
          release  provided as Exhibit D.  Furthermore,  the Executive  shall be
          eligible for  consideration  for an Annual Bonus for the year in which
          the Executive  terminates  with Good Reason or is  Terminated  without
          Cause; provided,  however,  nothing herein shall entitle the Executive
          to an Annual  Bonus and any award of an Annual  Bonus shall be subject
          to the terms and provisions of the Bonus Plan.

     e.   CHANGE  OF  CONTROL.  In the  event  that  Executive's  employment  is
          terminated by the Company either in  anticipation  of, or within three
          months  before,  or within  one (1) year  after,  a Change in  Control
          (other than as a result of Cause, death or Total Disability) or by the
          Executive  for  Good  Reason  within  one (1) year  after a Change  of
          Control,  the Company shall have no liability or further obligation to
          the Executive and the Executive shall have no further rights or claims
          hereunder or with regard hereto except that,  subject to his execution
          (within 30 days after  delivery to Executive) of the Release:  (i) the
          Company  will,  within  two and  one-half  months  of the  Executive's
          employment  termination  date,  pay Executive the  Entitlements  and a
          separation  payment equal to twenty-four  months of  Executive's  then
          current Salary and 150% of the amount of the Executive's most recently
          declared and paid Annual Bonus; (ii) Executive will be entitled to the
          Benefits  Rights and the Company  Arrangements;  and (iii) all medical
          and dental,  disability  and life  insurance  then  provided to senior
          executives  of the  Company  shall  be  continued  at no  cost  to the
          Executive  or his  dependents  following  the  Termination  Date for a
          period  of  twenty-four  (24)  months,  or at  the  discretion  of the
          Company,  a cash payment  shall be made in lieu of such  benefits.  If
          Executive elects not to sign and deliver the Release, then the Company
          shall have no  obligation  to pay  Executive  the monies and  benefits
          described in the prior  sentence.  Upon a termination  of  Executive's
          employment  governed by this Section  4(e),  any unvested  options and
          restricted  stock  awarded to Executive  under any  compensation  plan
          sponsored by the Company and any promote shares under a  co-investment
          made by the Executive with the Company or its  affiliates  shall fully
          vest upon the Termination  Date.  Furthermore,  the Executive shall be
          eligible for  consideration  for an Annual Bonus for the year in which
          the  Executive's  employment  is  terminated  under  the terms of this
          Section  4(e);  provided,  however,  nothing  herein shall entitle the
          Executive to an Annual Bonus and any award of an Annual Bonus shall be
          subject to the terms and provisions of the Bonus Plan. For purposes of
          this Section 4(e), the Termination  Date shall be Executive's last day
          of employment with the Company.
<PAGE>

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

     g.   ARREARAGES.   In  connection  with  the  Executive's   termination  of
          employment  for any  reason,  the  Company  shall  pay  Executive  (or
          Executive's estate or legal representative, as the case may be) on the
          Termination Date his (a) accrued but unpaid Salary,  if any, as of the
          Termination  Date,  (b) accrued but unpaid Annual Bonus for the Fiscal
          Year  prior to the  Fiscal  Year in which  Executive's  employment  is
          terminated  as of the  Termination  Date and (c)  unpaid  Reimbursable
          Amounts,  if  any,  as of  the  Termination  Date  (collectively,  the
          "ARREARAGES"). If termination is pursuant to SUBSECTION (C) above, the
          payments under this SUBSECTION (G) will be in complete  fulfillment of
          the  Company's   obligations  to  Executive   under  this   Agreement.
          Otherwise,  the  Company  shall be  obligated  to make the  additional
          payments  required  pursuant  to this  SECTION  4 in  addition  to the
          Arrearages.

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

5. NON-COMPETITION AGREEMENT.

     a.   Executive absolutely and unconditionally covenants and agrees with the
          Company that, from the period commencing on the date of this Agreement
          and  continuing  for a  period  of  ninety  (90)  days  following  the
          termination of his employment by Executive without Good Reason and for
          a period of one (1) year  following the end of his  employment for any
          other reason (the  "NONCOMPETE  PERIOD"),  Executive will not,  either
          directly or  indirectly,  solely or jointly  with any other  person or
          persons,  as an  employee,  consultant,  or  advisor  (whether  or not
          engaged in  business  for  profit),  or as an  individual  proprietor,
          partner,  shareholder,  director, officer, joint venturer, investor or
          lender,  render  services  in or  directed  into any state  within the
          United  States  of  an  executive,   advertising,   marketing,  sales,
          supervisory,  technical,  research, purchasing or consulting nature to
<PAGE>

          any  person  or  entity  that  engages  in or  intends  to engage in a
          Competitive  Business (as defined in EXHIBIT A) (i) as conducted as of
          the date of execution of this Agreement;  (ii) as conducted during the
          term of this  Agreement;  or (iii) as proposed to be  conducted by the
          Company   Group   as   of   the   Termination   Date    (collectively,
          "COMPETITION"). Notwithstanding the foregoing, Executive may return to
          work for NATIXIS Capital Markets North America, Inc. or its successors
          without complying with the Noncompete Period.

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

6. COVENANT NOT TO DISCLOSE.  Executive  acknowledges and agrees that, by virtue
of the  performance of the normal duties of his position with the Company and by
virtue of the relationship of trust and confidence between the Executive and the
Company,  the Company will permit Executive to have access to and Executive will
become familiar with, acquire knowledge of and develop or maintain the Company's
Confidential Information (as defined below), whether currently existing or to be
developed in the future, which Executive recognizes permits the Company to enjoy
a competitive  advantage and the premature disclosure of which would irreparably
injure the Company.  The Executive covenants and agrees that he will not, at any
time,  whether  during the term of this  Agreement  or  otherwise,  directly  or
indirectly use, disclose (in any manner,  including  transmitting via or posting
on the Internet), reproduce,  distribute, reverse engineer or otherwise provide,
in whole or in part,  to or on  behalf of any  person  (other  than the  Company
Group) or use for his own account,  any data or knowledge of  operations  of the
Company Group which are  proprietary in nature and/or  confidential,  whether in
writing, in computer or other form or conveyed orally, including but not limited
to confidential or proprietary records,  data, trade secret, pricing policy, bid
amount, bid strategy,  rate structure,  personnel policy,  method or practice of
obtaining or doing business by the Company Group,  or any other  confidential or
proprietary information whatsoever (the "CONFIDENTIAL INFORMATION"),  whether or
not obtained with the knowledge and permission of the Company and whether or not
developed,  devised or  otherwise  created in whole or in part by the efforts of
the  Executive  and shall take no action that  threatens to do so. The Executive
further  covenants  and  agrees  that he shall  retain  all such  knowledge  and
information  which he shall  acquire or  develop  respecting  such  Confidential
Information  in trust for the sole benefit of the Company and its successors and
assigns.  Executive shall not, without the prior written consent of the Company,
unless compelled pursuant to the order of a court or other governmental or legal
body  having  jurisdiction  over such  matter,  communicate  or divulge any such
Confidential  Information to anyone other than the Company and those  designated
by it.  In the  event  Executive  is  compelled  by  order  of a court  or other
governmental   or  legal  body  to  communicate  or  divulge  any   Confidential
Information  to  anyone  other  than the  Company  and those  designated  by it,
Executive  shall  promptly  notify  the  Company  of any such  order  and  shall
cooperate   fully  with  the  Company  (and  the  owner  of  such   Confidential
Information)  in  protecting  such  information  to the  extent  possible  under
applicable law.
<PAGE>

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

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

9. BREACH BY EXECUTIVE.  It is expressly understood,  acknowledged and agreed by
the Executive that (i) the  restrictions  contained in SECTIONS 5, 6, 7 and 8 of
this Agreement represent a reasonable and necessary protection of the legitimate
interests  of the  Company  and that his  failure to observe and comply with his
covenants and agreements in Sections 5, 6, 7, or 8 will cause  irreparable  harm
to the Company;  (ii) it is and will  continue to be difficult to ascertain  the
nature, scope and extent of the harm; and (iii) a remedy at law for such failure
by Executive will be inadequate. Accordingly, it is the intention of the parties
that, in addition to any other rights and remedies which the Company may have in
the event of any breach of said Sections,  the Company shall be entitled, and is
expressly and irrevocably authorized by Executive, to demand and obtain specific
performance,  including without  limitation  temporary and permanent  injunctive
relief, and all other appropriate equitable relief against Executive in order to
enforce against  Executive,  or in order to prevent any breach or any threatened
breach by Executive, of the covenants and agreements contained in those Sections
in any  court of  competent  jurisdiction  without  the need to post any bond or
undertaking.  Any action,  suit or other legal  proceeding to resolve any matter
arising as a result of a breach of the restrictions  contained in Sections 5, 6,
<PAGE>

7, or 8 or an action to enforce any award rendered  pursuant to the  arbitration
provisions  in Section  10(g),  may be  commenced in a court of the State of New
York and the parties hereby  consent to the  jurisdiction  of such a court.  The
parties hereto  unconditionally  waive their  respective  right to demand a jury
trial in any dispute relating to this Agreement.  If any restriction with regard
to  Competition  is  found  by  any  court  of  competent  jurisdiction,  or  an
arbitrator, to be unenforceable because it extends for too long a period of time
or over too great a range of activities,  or in too broad a geographic  area, it
shall be  interpreted  to  extend  over the  maximum  period  of time,  range of
activities or  geographic  area to which it may be  enforceable  and the Company
shall have no further obligations hereunder.

10. GENERAL PROVISIONS.

     a.   Except insofar as Executive may be subject to general policies adopted
          by the Company from time to time,  this Agreement  contains the entire
          agreement between the parties with respect to its subject matter,  and
          all prior other representations,  warranties, conditions or agreements
          relating  to the  subject  matter of this  Agreement,  whether  or not
          reduced to writing in whole or part,  are hereby  revoked,  terminated
          and   declared   to  be  null  and  void.   The   preceding   sentence
          notwithstanding,  this  Agreement is in  furtherance  of, and does not
          affect  or  modify,  any  Deferred  Compensation  Plan  in  which  the
          Executive may participate or Executive's  participation in any benefit
          plan or program provided by the Company Group.

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

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

     d.   The existence,  terms,  and conditions of this Agreement are and shall
          be deemed to be fully  confidential  and  shall  not be  disclosed  by
          Executive or the Company to any person or entity,  except:  (i) as may
          be required by law; (ii) by Executive to his  accountant to the extent
          necessary to prepare his tax returns; (iii) by Executive to his family
          and  attorney;  (iv) by the Company or any affiliate of the Company to
          their attorneys and human  resources  personnel or to any entity which
          shall have executed a  confidentiality  agreement  with the Company or
          any  affiliate  of the  Company;  and (v) by  Executive to any lender,
          condominium or cooperative  board,  or other entity or person that may
<PAGE>

          require  employment  or other  financial  information  for  bona  fide
          reasons that are not competitive  with the Company,  provided that the
          financial  terms  of  this  Agreement  may  not  be  disclosed  to any
          potential  employer  that is a  competitor  of the  Company,  and that
          Executive  gives each such person to whom disclosure is made notice of
          the confidentiality provisions of this Agreement.  Notwithstanding the
          foregoing  Executive  shall  not be  prohibited  from  disclosing  the
          general terms of his compensation to prospective Employers.

     e.   The Company may withhold from any and all amounts payable to Executive
          hereunder  pursuant to such  federal,  state and local taxes as may be
          required to be withheld pursuant to any applicable laws or regulation.
          The  Executive  is  solely  responsible  for  the  payment  of any tax
          liability  (including  any taxes and  penalties  arising under Section
          409A of the Internal  Revenue Code of 1986,  as amended (the  "Code"))
          that Executive incurs as a result of any payments or benefits that the
          Executive  receives pursuant to this Agreement.  The Company shall not
          have any obligation to pay the Executive for any such tax liabilities.
          Nevertheless,  if the Company reasonably  determines that any payments
          or benefits  pursuant to Section 4 above would cause the  Executive to
          incur  liability  for  additional  tax under Section 409A of the Code,
          then  the  Company  (of its own  initiative  or  upon  request  of the
          Executive)  may suspend such payments or benefits until the end of the
          six-month period immediately  following termination of the Executive's
          employment  (the  "409A  Suspension  Period").  As soon as  reasonably
          practical after the end of the 409A Suspension Period (and in no event
          more than two and one-half months thereafter), the Company will make a
          lump-sum payment to the Executive,  in cash, in an amount equal to any
          payments and benefits that the Company does not make on account of the
          409A Suspension  Period.  At the close of the 409A Suspension  Period,
          the  Executive  will receive any  remaining  payments and benefits due
          pursuant to Section 4 in accordance with the terms of that Section (as
          if there had not been any suspension beforehand).  Notwithstanding the
          foregoing,  in the event that this Agreement or any payment or benefit
          paid to the  Executive  hereunder  is deemed to be  subject to Section
          409A of the Code, Executive and the Company agree to negotiate in good
          faith to adopt  such  amendments  that are  necessary  to comply  with
          Section 409A of the Code or to exempt such  payments or benefits  from
          Section 409A of the Code.

     f.   In the event that any dispute  shall arise  between  Executive and the
          Company  relating to  Executive's  rights  under this  Agreement,  the
          Company shall pay to Executive all reasonable  legal fees and expenses
          incurred in connection  with such  dispute,  if the Company is not the
          prevailing  party  in an  action  for  injunctive  relief  or if it is
          finally  determined  by the  arbitration  referred to in SECTION 10(G)
          hereof or by a court of competent  jurisdiction  that Executive is the
          prevailing  party in all or substantially  all material  respects with
          respect to any dispute.
<PAGE>

     g.   In the event of any dispute  between the  Company and  Executive  with
          regard to this Agreement or his employment or termination thereof with
          the Company,  other than for injunctive relief pursuant to SECTIONS 5,
          6, 7 AND 8 hereof,  such  dispute  shall be  resolved  pursuant to the
          rules of the American  Arbitration  Association ("AAA") by arbitration
          conducted in New York City,  New York.  The decision of the arbitrator
          or  arbitrators  shall be final and binding on the parties  hereto and
          may be entered in any court having jurisdiction. Each party shall bear
          its own costs of  arbitration  and shall equally divide the charges of
          the arbitrators and the AAA, except as provided in SECTION 10(F).

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

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

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

     k.   Centerline   hereby  agrees  that  all  obligations  with  respect  to
          compensation  owed to  Executive  under this  Agreement by the Company
          shall  be fully  and  unconditionally  guaranteed  by  Centerline  and
          Centerline  agrees to take such  actions  as are  necessary  to ensure
          compliance with any provision  hereof  requiring action on the part of
          Centerline. Centerline's obligations hereunder shall be binding on its
          successors and assigns (including, without limitation, any entity that
          succeeds to all or a substantial  portion of Centerline's  business or
          assets).

     l.   This  Agreement is governed  by, and is to be construed in  accordance
          with,  the law of the  State  of New  York  without  reference  to the
          conflicts of laws principles thereof.

     m.   The provisions of Sections 4(H), 5, 6, 7, 8, 9, 10(F), 10(G) and 11 of
          this Agreement shall survive and shall continue to be binding upon the
<PAGE>

          Executive  and the Company  notwithstanding  the  termination  of this
          Agreement for any reason whatsoever.

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

     o.   In the event of a conflict  between  the terms and  provisions  of any
          Bonus Plan or Deferred Compensation Plan and this Agreement, the terms
          of this Agreement shall prevail.

     p.   Nothing in this Agreement  shall affect in any way any prior awards to
          Executive of stock options or restricted stock which shall continue to
          be  governed by the terms of the award and the  Deferred  Compensation
          Program governing such award.


11. INDEMNIFICATION. The Company shall indemnify and hold the Executive harmless
from and against any and all  liabilities to which he may be subject as a result
of his  employment  hereunder  (including  as a result of  service by him at the
request of the Company as an officer or director of the Company or as an officer
or  director  of  any of its  subsidiaries  or  affiliates)  and  shall  provide
Executive with the advancement of expenses with respect to such  indemnification
to the fullest  extent that may be provided for laws  applicable to the Company,
its subsidiaries and affiliates.  During the Employment  Period and for a period
of six (6) years thereafter, the Company shall maintain directors' and officers'
insurance  coverage which shall include Executive as a covered person in amounts
maintained by comparable companies.

                     [The next page is the signature page.]


<PAGE>



         IN  WITNESS   WHEREOF,   the  parties  have  executed  this  Agreement,
Centerline  Capital Group,  Inc. and Centerline  Holding Company acting by their
respective duly authorized officers, effective as of the Effective Date.

CENTERLINE CAPITAL GROUP, INC.                     EXECUTIVE:



By  /s/ Marc D. Schnitizer                         /s/ Nicholas A. C. Mumford
    ----------------------                         --------------------------
    Name:                                          Name:  Nicholas A. C. Mumford
    Title:


CENTERLINE HOLDING COMPANY


By  /s/ Marc D. Schnitizer
    ----------------------
    Name:  MARC D. SCHNITZER
    Title:  CHIEF EXECUTIVE OFFICER AND PRESIDENT

<PAGE>


482661
                                    EXHIBIT A

                                   DEFINITIONS

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

"CAUSE"  means:  (a)  Executive's  having been found or pleading  guilty or NOLO
CONTENDRE to committing any felony involving fraud, embezzlement, theft or moral
turpitude,  or any  misdemeanor  involving the same and materially  damaging the
Company's  reputation or financial  interests;  (b) any substantial and repeated
failure,  inability or refusal to perform,  or breach of,  Executive's  material
duties   reasonably   assigned  to  him  and  consistent  with  his  duties  and
responsibilities  as an  officer  of the  Company,  or a  trustee,  director  or
officer,  as applicable,  of Centerline or any member of the Company Group;  (c)
Executive's repeated failure to follow reasonable material directions consistent
with his  duties  and  responsibilities  under  this  Agreement  from the  Chief
Executive  Officer of  Centerline,  the board of directors of the Company or the
board of directors of Centerline; (d) Executive's willful and material breach of
this Agreement;  (e) Executive's  willful and repeated  failure to substantially
perform  his  duties  and  responsibilities   consistent  with  his  duties  and
responsibilities  under this  Agreement  with regard to a material  matter,  (f)
Executive's  fraud or breach of fiduciary duty to the Company or its affiliates,
embezzlement,  dishonesty  or other  dishonest  act,  in all cases of a material
nature; (g) any material violation of a provision of the written Code of Conduct
of the Company or other similar  written  policies of the Company (or failure to
agree to observe  the code of  conduct)  as in effect  from time to time,  which
violation has a material  adverse effect on the Company or its affiliates or (h)
Executive's   material   unauthorized  use  or  disclosure  of  any  proprietary
information or trade secrets of Centerline.

 "CHANGE IN CONTROL" means any of the following:

          (i)  ACQUISITION  OF  CONTROLLING  INTEREST.  Any Person  (other  than
     Persons  who are  Employees  at any  time  more  than  one  year  before  a
     transaction)  becomes the  Beneficial  Owner,  directly or  indirectly,  of
     securities of the Company  representing  50% or more of the combined voting
     power  of the  Company's  then  outstanding  securities.  In  applying  the
     preceding  sentence,  (i) securities  acquired directly from the Company or
     its  Affiliates by or for the Person shall not be taken into  account,  and
     (ii) an  agreement  to vote  securities  shall be  disregarded  unless  its
     ultimate purpose is to cause what would otherwise be Change of Control,  as
     reasonably determined by the Board.

          (ii) CHANGE IN BOARD  CONTROL.  Individuals  who, as of the  Effective
     Date, are members of the Board of Centerline ("Incumbent Board"), cease for
     any reason to constitute a majority of the Board of  Centerline,  provided,
     however,  that if the election of a trustee is approved by vote of at least
     a majority of the Incumbent Board,  such new trustee shall, for purposes of
     this Agreement, be considered as a member of the Incumbent Board.


<PAGE>

          (iii) MERGER.  The Company  consummates a merger,  or consolidation of
     the Company with any other corporation unless: (a) the voting securities of
     the  Company  outstanding  immediately  before the merger or  consolidation
     would  continue to represent  (either by remaining  outstanding or by being
     converted into voting  securities of the surviving  entity) at least 50% of
     the combined  voting power of the voting  securities of the Company or such
     surviving   entity   outstanding   immediately   after   such   merger   or
     consolidation;  and (b) no Person  (other than Persons who are Employees at
     any time more than one year before a  transaction)  becomes the  Beneficial
     Owner,  directly or indirectly,  of securities of the Company  representing
     50% or more of the combined voting power of the Company's then  outstanding
     securities.

          (iv) SALE OF  ASSETS.  The  shareholders  of the  Company  approve  an
     agreement  for  the  sale  or   disposition  by  the  Company  of  all,  or
     substantially all, of the Company's assets.

          (v)  LIQUIDATION  OR  DISSOLUTION.  The  shareholders  of the  Company
     approve a plan or proposal for liquidation or dissolution of the Company.

     Notwithstanding the foregoing, a "Change in Control" shall not be deemed to
have  occurred by virtue of the  consummation  of any  transaction  or series of
integrated  transactions  immediately  following which the record holders of the
Shares  of the  Company  immediately  prior to such  transaction  or  series  of
transactions continue to have substantially the same proportionate  ownership in
an entity  which  owns all or  substantially  all of the  assets of the  Company
immediately following such transaction or series of transactions.

"COMPANY  GROUP"  means  Centerline  or  its  affiliates,   including,   without
limitation,  American Mortgage  Acceptance  Company,  Centerline  Capital Group,
Inc.,  Centerline Capital Company LLC,  Centerline  Affordable Housing Advisors,
LLC,  Centerline  Mortgage  Capital Inc.,  Centerline  Mortgage  Partners  Inc.,
Centerline  Financial Holdings LLC,  Centerline  Investors I, LLC and Centerline
REIT, Inc.

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

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

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


<PAGE>

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

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

"CONTINUOUS  SERVICE"  means the absence of any  interruption  or termination of
service as an Centerline employee or consultant. Continuous Service shall not be
considered  interrupted  in the case of: (i) sick leave;  (ii)  military  leave;
(iii) any other leave of absence approved by the Centerline,  provided that such
leave is for a period of not more  than 90 days,  unless  reemployment  upon the
expiration  of such  leave is  guaranteed  by  contract  or  statute,  or unless
provided  otherwise  pursuant to  Centerline  policy  adopted from time to time.
Changes in status  between  service as an  employee  and a  consultant  will not
constitute an interruption of Continuous Service.

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

"GOOD  REASON"  means any of the  following  events  that the  Company  does not
reasonably cure within ten (10) days after receiving written notice thereof from
the Executive  (with Good Reason being  established  only at the end of such ten
(10) day period):  (a) a material  adverse  change or diminution in  Executive's
duties,  responsibilities  or title as an employee of the Company or Centerline;
(b) a reduction  of more than five  percent (5%) in  Executive's  Salary,  (c) a
failure on the part of the  Company to increase  Executive's  Salary by at least
ten percent  (10%) over the then current  Salary level at the end of the Initial
Term and at the end of each three (3) year period  thereafter;  (d) for a period
commencing  with a Change of Control  and  ending  the close of the Fiscal  Year
following  the Fiscal Year in which a Change of Control  occurs,  a reduction in
Executive's total compensation (Salary plus Annual Bonus on an annualized basis)
of more than ten (10%) of the average total  compensation  paid to Executive for
two (2) Fiscal Years  immediately  preceding the Fiscal Year in which the Change
of Control  occurs,  (e) an amendment,  modification or termination of the Bonus
Plan,  which would result on a prospective  basis in a reduction of greater than
ten percent (10%) of the bonus pool which would otherwise be available under the
Bonus Plan, if such amendment, modification or termination of the Bonus Plan had
not been made and/or (f) the forced  relocation of Executive to a location which
is more than fifty (50) miles from his place of work as of the date of execution
of  this   Agreement,   which  is  625  Madison  Ave.,   New  York,   New  York.
Notwithstanding  the foregoing,  a decrease in all, or any part of,  Executive's
compensation if such decrease is in accordance with an across-the-board decrease
applying generally to similarly  situated  executives of the Company (other than
such a decrease upon a Change of Control) shall not constitute "Good Reason".

"RETIREMENT" means the Executive's  voluntary termination of employment upon not
less than sixty (60) days prior written  notice  (unless waived by the Company),
under  circumstances not involving  Termination for Cause if the Participant has
attained  age 62 and  completed  at least  10  consecutive  years of  Continuous
<PAGE>

Service immediately before ending Continuous Service. A Participant's Continuous
Service for this  purpose  shall  include any service with the Company or any of
its Affiliates, as well as the Participant's service (i) with any predecessor to
the Company or its Affiliates, and (ii) with any company acquired by the Company
or any Affiliate.


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


<PAGE>


                                    EXHIBIT B
                                    ---------

                     OTHER BUSINESS ACTIVITIES OF EXECUTIVE
                     --------------------------------------






<PAGE>


482661
                                    EXHIBIT C
                                    ---------

                      SUMMARY - DISABILITY INSURANCE TERMS
                      ------------------------------------

Total Monthly Benefit (with COLA):  $15,000.00

Beginning Date:                     91st Day

Benefit Paid:                       to age 65



<PAGE>


                                    EXHIBIT D

                             FORM OF GENERAL RELEASE


     It  hereby  is  agreed,  by  and  among  Centerline   Capital  Group,  Inc.
("EMPLOYER"), and ____________ ("EMPLOYEE"), as follows:

                  1.  [The  Employee  submits,  and the  Employer  accepts,  his
permanent  resignation  from  employment  effective   ___________][The  Employer
requests and the Employee submits to his termination  from employment  effective
___________].   Employee   hereby  waives  any  and  all  rights  or  claims  to
reinstatement or reemployment by the Employer.  Employer reaffirms it obligation
to make the payments  required pursuant to Section ___ of that certain agreement
dated as of  ___________,  2007  between  the  Employer  and the  Employee  (the
"Employment Agreement").

                  2. In  consideration  of the  foregoing and for other good and
valuable  consideration,  the  receipt  of which is hereby  acknowledged  by the
Employee,  Employee,  for  his  self,  his  heirs,  executors,   administrators,
successors  and assigns,  hereby  releases and forever  discharges the Employer,
including any and all of Employer's subsidiaries, affiliates or related business
entities (including,  without limitation,  American Mortgage Acceptance Company,
Centerline  Capital Group,  Inc.,  Centerline  Capital  Company LLC,  Centerline
Affordable Housing Advisors,  LLC, Centerline Mortgage Capital Inc.,  Centerline
Mortgage Partners Inc.,  Centerline Financial Holdings LLC, Centerline Investors
I, LLC and Centerline REIT, Inc.), its or their past, present and future owners,
partners, directors, officers, agents, representatives,  and employees or any of
its or their  subsidiaries,  affiliates,  parents, or related business entities,
and its or their respective  heirs,  executors,  administrators,  successors and
assigns,  of,  from  and/or for all manner of  actions,  proceedings,  causes of
action,  suits,  debts,  sums  of  money,  accounts,  contracts,  controversies,
agreements,  promises, damages, judgments, claims, and demands whatsoever, known
or unknown,  whether arising in law or equity, out of any federal, state or city
constitution,  statute,  ordinance, bylaw or regulation, or under the Employment
Agreement,  arising out of or relating to Employee's employment by the Employer,
including but not limited to the termination of such  employment,  all claims of
discrimination on the basis of age, alienage,  citizenship,  creed,  disability,
gender, handicap,  marital status, national origin, race, religion sex or sexual
orientation,  and, without limitation, any claims arising under Title VII of the
Civil Rights Act of 1964, the Age  Discrimination  in Employment  Act, the Equal
Pay Act, the  Rehabilitation  Act, the Americans With Disabilities Act, the WARN
Act,  Sections 1981 and 1983 of the Civil Rights Act of 1866, the New York State
Human  Rights Law,  New York Labor Law,  the New York City Human Rights Law, and
any other federal, state or local statute,  ordinance, rule, regulation or order
(collectively,  "Claims" or  "Damages"),  which  Employee  ever had, now has, or
which he, or his heirs, executors, administrators,  successors or assigns can or
may have for,  or by  reason  of,  any  matter,  cause,  event,  act,  omission,
transaction  or occurrence up to and including the date of the execution of this
Release,  arising out of or relating to  Employee's  employment by the Employer,
including but not limited to the termination of such employment.

                  3. The Employer, for itself, its successors, assigns and legal
representatives,  hereby releases and forever  discharges the Employee,  and the
Employee's heirs, executors,  administrators, legal representatives and assigns,
from and against any and all Claims or Damages  which the Employer ever had, now
has for, or by reason of, any matter,  cause, event, act, omission,  transaction
or  occurrence  up to and  including  the date of the execution of this Release,
arising out of or relating to Employee's  employment by the Employer;  provided,
however,  that the Employer is not releasing any claims ("Retained Claims") with
respect to any act or failure to act by the Employee that constitutes Employee's
bad  faith,   gross   negligence  or  willful   misconduct  or  any  fraudulent,
intentionally improper, unauthorized or unlawful acts by the Employee, [with the
understanding  that the Employer is not  currently  aware of any such acts] (1);
and provided  further  that any Retained  Claims that are not brought in a legal
proceeding  against the Employee within eighteen (18) months  following the date
of this Release shall be deemed  released and forever  discharged from and after
the date which is eighteen (18) months following the date of this Release.
<PAGE>

                  4. (a) Except  with  respect to amounts  owed  pursuant to the
Employment  Agreement  and any vested  benefits  under the  Employer's  employee
benefit plans or those of its subsidiaries or affiliates, Employee covenants not
to in any way cause to be commenced or prosecuted,  or to commence,  maintain or
prosecute  any action,  charge,  complaint or proceeding of any kind, on his own
behalf or as a member of any alleged  class of  persons,  in any court or before
any administrative or investigative body or agency (whether public, quasi-public
or  private),  against  the  Employer,  or  any of  its  subsidiaries,  parents,
affiliates,  related  business  entities,  or  their  respective  successors  or
assigns, or any individual now or previously employed by the Employer, or by any
of its subsidiaries, parents, affiliates, or related business entities and their
successors  and  assigns,  with  respect to any act,  omission,  transaction  or
occurrence up to and including the date of this Agreement.

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

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

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

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

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

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

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

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

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

Signed before me this
     day of     , [Year]
----       ----

--------------------------
     Notary Public
                                            CENTERLINE CAPITAL GROUP, INC.

                                            By:
--------------------------                       --------------------------
              Date                          Name:
                                            Title:

Signed before me this
     day of     , [Year]
----       ----


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


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