Exhibit 10(ak)


                           SECOND AMENDED AND RESTATED
                           ADVISORY SERVICES AGREEMENT

                                     BETWEEN

                      AMERICAN MORTGAGE ACCEPTANCE COMPANY

                                       AND

                         CHARTERMAC AMI ASSOCIATES, INC.



     SECOND AMENDED AND RESTATED  ADVISORY  SERVICES  AGREEMENT  dated March 28,
2006 between American Mortgage  Acceptance  Company, a Massachusetts real estate
investment  trust (the  "Company"),  and  CharterMac  AMI  Associates,  Inc.,  a
Delaware corporation (the "Advisor"). All capitalized terms used herein, and not
otherwise  defined,  shall  have the  meanings  ascribed  to them in  Section 10
hereof.

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  the Company is a business trust  organized  under the laws of the
Commonwealth of  Massachusetts,  which has qualified as a real estate investment
trust as  defined  in the  Internal  Revenue  Code of  1986,  as the same may be
amended or modified from time to time (which,  together with any regulations and
rulings thereunder, is hereafter called the "Code");

     WHEREAS,  the Company and the Advisor  originally  entered into an Advisory
Services  Agreement dated as of March 29, 1993,  which agreement was amended and
restated  pursuant  to an  Amended  and  Restated  Advisory  Services  Agreement
effective  as of April 6, 1999,  as amended on November  29,  2001,  February 8,
2002,  November 12, 2003 and June 9, 2004 (as amended,  the  "Advisory  Services
Agreement"),  pursuant to which the Advisor has been  providing  services to the
Company since such date;

     WHEREAS,  the  Independent  Trustees of the Company have  approved  certain
changes to the existing Advisory Services Agreement which will be effective upon
the expiration of the current term of the Advisory  Services  Agreement on March
28, 2006;

     WHEREAS, the Company desires to continue to avail itself of the experience,
sources of information,  advice,  assistance and certain facilities available to
the Advisor and to have the Advisor  undertake  the duties and  responsibilities
hereinafter  set  forth,  on behalf of and  subject  to the  supervision  of the
Trustees of the Company, all as provided herein;

     WHEREAS,  the  Advisor is willing to render such  services,  subject to the
supervision of the Trustees, on the terms and conditions hereinafter set forth;

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
IT IS AGREED that the  Advisory  Services  Agreement  is amended and restated as
follows:

     1. DUTIES OF ADVISOR. The Company hereby continues to retain the Advisor as
the advisor of the Company to perform the services  hereinafter  set forth,  and
the Advisor hereby accepts such appointment, subject to the terms and conditions
hereinafter  set  forth.  In  performance  of this  undertaking,  subject to the
supervision of the Trustees and consistent  with the provisions of the Company's
Declaration of Trust, the Advisor shall:


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          (i) obtain for the  Company,  furnish  and/or  supervise  the services
necessary to perform any ministerial functions in connection with the management
of the day-to-day  operations of the Company  subject to the  supervision of the
Trustees;

          (ii) seek out and  present to the  Company,  whether  through  its own
efforts or those of third  parties  retained by it,  suitable  and a  sufficient
number of investment  opportunities  which are  consistent  with the  investment
objectives and policies of the Company ("Company  Investment  Policy")as adopted
by the Trustees from time to time; the currently  effective  Company  Investment
Policy is set forth on Exhibit A;

          (iii) exercise absolute  discretion,  subject to the Trustees' review,
in decisions to originate, acquire, retain, sell or negotiate for the prepayment
or restructuring of mortgages and other investments of the Company;

          (iv) recommend  investment  opportunities  consistent with the Company
Investment  Policy  and  negotiate  on behalf of the  Company  with  respect  to
potential investments or the disposition thereof;

          (v)  establish  and manage the  Company's  securitization  and capital
markets programs;

          (vi) upon request,  cause an Affiliate to serve as the owner of record
for the  Company's  investments  if such  Affiliate is qualified to do so and in
that  capacity  to hold  escrows,  if  applicable,  on behalf of  mortgagors  in
connection  with the servicing of  mortgages,  which it may deposit with various
banks including banks with which it may be affiliated;

          (vii) obtain for the Company such other services as may be required in
acquiring or disposing of  investments,  disbursing  and collecting the funds of
the Company, paying the debts and fulfilling the obligations of the Company, and
handling,  prosecuting  and  settling  any  claims  of  the  Company,  including
foreclosing  and  otherwise   enforcing   mortgages  and  other  liens  securing
investments;

          (viii)  obtain for the Company  such  services as may be required  for
property  management,  mortgage  brokerage and servicing,  and other  activities
relating to the investment portfolio of the Company;

          (ix) evaluate,  structure and negotiate potential prepayments or sales
of  mortgages  and  other  investments  and,  if  applicable,   coordinate  with
government agencies and government sponsored entities in connection therewith;

          (x) from time to time, or as requested by the  Trustees,  make reports
to the Company as to its performance of the foregoing services; and

          (xi) do all  things  necessary  to assure  its  ability  to render the
services contemplated herein.

     2. FIDUCIARY  RELATIONSHIP.  The Advisor,  as a result of its  relationship
with the Company pursuant to this Agreement,  stands in a fiduciary relationship
with the Shareholders of the Company.

     3. NO  PARTNERSHIP  OR JOINT  VENTURE.  The Company and the Advisor are not
partners  or joint  venturers  with  each  other  and  nothing  herein  shall be
construed to make them  partners or joint  venturers or impose any  liability as
such on either of them.

     4.  RECORDS.  At all times,  the  Advisor  shall keep books of account  and
records  relating to services  performed  hereunder,  which books of account and
records shall be accessible for inspection by the Company at any time during the
ordinary business hours of the Advisor.


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     5. REIT  QUALIFICATION.  Anything  else in this  Agreement  to the contrary
notwithstanding,  the Advisor shall refrain from any action (including,  without
limitation,  furnishing or rendering services to tenants of property or managing
or operating real property)  which, in its sole judgment made in good faith, or,
in the judgment of the  Trustees,  provided  that the Trustees  give the Advisor
written  notice to such  effect,  would (a)  adversely  affect the status of the
Company as a real estate  investment  trust pursuant to Section 856 of the Code;
(b) violate any law, rule, regulation or statement of policy of any governmental
body or agency having  jurisdiction over the Company or over its securities,  or
(c) be prohibited by the Company's Declaration of Trust.

     6. BANK  ACCOUNTS.  The Advisor may establish and maintain one or more bank
accounts  in the name of the Company or in its own name as agent for the Company
and may collect and deposit in and disburse from any such account,  any money on
behalf of the  Company,  under such terms and  conditions  as the  Trustees  may
approve,  provided that no funds in such account shall be commingled  with funds
of the  Advisor.  From time to time and upon  appropriate  request,  the Advisor
shall render  appropriate  accounting  of such  collections  and payments to the
Trustee and the auditors of the Company.

     7. BOND. If required by the Trustees,  the Advisor will maintain a fidelity
bond with a responsible surety company in such amounts as may be required by the
Trustees,  covering all partners  thereof  together with employees and agents of
the Advisor  handling funds of the Company and  investment  documents or records
pertaining to investments of the Company.  Such bonds shall inure to the benefit
of the Company in respect of losses from acts of such  partners,  employees  and
agents  through theft,  embezzlement,  fraud,  negligence,  error or omission or
otherwise. The premiums on such bonds shall be paid by the Company.

     8.  INFORMATION  FURNISHED  ADVISOR.  (a) The Trustees shall, at all times,
keep  the  Advisor  fully  informed  with  regard  to the then  current  Company
Investment  Policy  including any specific  types of  investments  desired,  the
desired  geographical  areas of  investments,  and any  criteria  or  conditions
established  by the  Trustees as to whether the Company  will make a  particular
investment,  the capitalization policy of the Company (including the policy with
regard to the incurrence of indebtedness by the Company) and their intentions as
to the future  operations  of the Company.  In  particular,  the Trustees  shall
notify the Advisor  promptly  of their  intention  to either  sell or  otherwise
dispose of any of the  Company's  investments,  to make any new  investment,  to
incur any indebtedness or to issue any additional Shares in the Company.

          (b) The Company shall furnish the Advisor with a certified copy of all
financial  statements of the Company,  a signed copy of each report  prepared by
the independent  certified  public  accountants and such other  information with
regard to the Company's  affairs as the Advisor may from time to time reasonably
request.

     9.  CONSULTATION AND ADVICE.  In addition to the services  described above,
the Advisor  shall  consult with the  Trustees and shall,  at the request of the
Trustees of the  Company,  furnish  advice and  recommendations  with respect to
other aspects of the business and affairs of the Company.

     10.  DEFINITIONS.  As used  herein,  the  following  terms  shall  have the
meanings set forth below:

          (a) "ADJUSTED  FUNDS FROM  OPERATIONS"  means net income  (computed in
accordance   with  GAAP)   including   realized  gains  (or  losses)  from  debt
restructuring  and sales of assets,  plus  depreciation and amortization on real
property,  and  after  adjustments  for  unconsolidated  partnerships  and joint
ventures.

          (b) "ADVISOR" shall mean CharterMac AMI Associates, Inc.

          (c)  "AFFILIATE"  shall mean (i) any  Person  directly  or  indirectly
controlling, controlled by or under common control with another Person, (ii) any
Person owning or controlling 10% or more of the outstanding voting securities or
beneficial interests in such other Person, (iii) any officer, director, trustee,
or general partner of such Person,  and (iv) if such other Person is an officer,
director,  trustee or partner of another entity,  then the entity for which that
Person acts in any such capacity.


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          (d)  "AFFILIATED  PROGRAMS"  shall mean  public or private  investment
partnerships or, any similar programs  organized by the Sponsor,  any successors
to such programs or a combination of such programs.

          (e) "AGREEMENT" shall mean this Amended and Restated Advisory Services
Agreement.

          (f) "ANNUAL INCENTIVE FEE" shall have the meaning set forth in Section
12(b) of this Agreement.

          (g) "ASSET  MANAGEMENT FEE" shall mean the fees payable to the Advisor
pursuant to Section 11 of this Agreement.

          (h) "CAD"  shall mean cash  available  for  distribution,  which shall
consist of the Company's net income (as  determined  pursuant to GAAP)  adjusted
for certain non-cash charges (as determined pursuant to GAAP).

          (i) "CODE" shall mean the Internal  Revenue Code of 1986,  as amended,
or  corresponding  provisions  of  subsequent  revenue laws  (together  with any
regulations and rulings thereunder).

          (j)  "COMPANY"  shall mean American  Mortgage  Acceptance  Company,  a
Massachusetts business trust.

          (k) "COMPANY  EQUITY"  means,  for purposes of  calculating  the Asset
Management  Fee, for any month the sum of the net proceeds  from any issuance of
the Company's  Common Shares,  after  deducting any  underwriting  discounts and
commissions  and other  expenses and costs  relating to the  issuance,  plus (or
minus) the  Company's  retained  earnings  (or deficit) at the end of such month
(without taking into account any non-cash equity  compensation  expense incurred
in current or prior  periods),  which amount shall be reduced by any amount that
the Company pays for repurchases of Common Shares;  provided, that the foregoing
calculation of Equity shall be adjusted to exclude  one-time  events pursuant to
changes in GAAP, as well as non-cash  charges after  discussion  between Advisor
and the  Independent  Directors  and  approval by a majority of the  Independent
Directors in the case of non-cash charges.

          (l)  "DECLARATION  OF TRUST" shall mean the Third Amended and Restated
Declaration  of Trust of the Company,  as amended  and/or  restated from time to
time.

          (m)  "DISTRIBUTIONS  " shall mean any cash distributed to Shareholders
arising from their interest in the Company.

          (n) "GAAP" shall mean generally accepted accounting principles applied
on a consistent basis.

          (o)  "INDEPENDENT  TRUSTEE"  shall mean the  Trustees  who (i) are not
affiliated,  directly or indirectly,  with the Advisor, whether by ownership of,
ownership  interest in,  employment  by, any material  business or  professional
relationship  with, or service as an officer or director of the Advisor,  or its
Affiliates,  (ii) do not serve as a director  or Trustee for more than two other
REITs  organized by the  Sponsor,  and (iii)  perform no other  services for the
Company,  except as Trustees.  For this purpose, an indirect  relationship shall
include circumstances in which a member of the immediate family of a Trustee has
one of the foregoing relationships with the Advisor or the Company.

          (p) "PERSON" shall mean and include individuals, corporations, limited
partnerships,  general  partnerships,  limited liability companies,  joint stock
companies or  associations,  joint ventures,  companies,  trusts,  banks,  trust
companies,  land trusts,  business  trusts or other entities and governments and
agencies and political subdivisions thereof.


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          (q)  "PROSPECTUS"  shall mean the final  prospectus in connection with
the registration of the Shares filed with the Securities and Exchange Commission
on Form S-11, as amended.

          (r) "REIT" shall mean a corporation or trust which qualifies as a real
estate  investment  trust described in Sections 856 through 860 of the Code (the
"REIT provisions").

          (s) "SHAREHOLDER" shall mean a holder of the Shares.

          (t) "SHARES" shall mean the shares of beneficial  interest,  par value
$.10 per share, of the Company.

          (u)   "SPONSOR"   shall  mean  any  Person   directly  or   indirectly
instrumental  in  organizing,  wholly or in part,  the Company or any Person who
will manage or participate in the management of the Company and any Affiliate of
such Person,  but does not include (i) any Person whose only  relationship  with
the Company is that of an independent  asset manager and whose only compensation
from the Company is as such, and (ii) wholly  independent  third parties such as
attorneys,   accountants  and  underwriters   whose  only  compensation  is  for
professional services.

          (v) "TRUSTEES"  shall mean,  collectively,  the Persons who constitute
the Board of Trustees of the Company.

     11. ASSET  MANAGEMENT  FEE.  Advisor shall receive an asset  management fee
equal to 1.75% per annum of Company  Equity.  The asset  management fee shall be
calculated and paid in cash monthly in arrears. Advisor shall make available the
monthly  calculation  of the asset  management fee to the Company within fifteen
(15) days following the last day of each calendar  month,  and the Company shall
pay the  Advisor  the  asset  management  fee  within  five  (5)  business  days
thereafter.

     12. OTHER FEES/COMPENSATION TO THE ADVISOR.

          (a) ORIGINATION POINTS. The Advisor shall be entitled to receive, with
respect to each investment originated by the Company, the origination points, if
any, paid by borrowers.  In connection  with the  acquisition of investments for
the  Company,  the  Advisor  may also act as an advisor to third  parties  which
participate  with the Company in such  investments  and may receive  origination
points, if any, from such third parties or their borrowers.

          (b)  ANNUAL   INCENTIVE   FEE.   Subject  to  (1)  a  minimum   annual
Distributions being made to Shareholders from CAD of $1.45 per Share AND (2) the
Company  achieving at least annual  Adjusted Funds From  Operations per share of
$1.60 (net of the Annual  Incentive  Fee),  the  Advisor  shall be  entitled  to
receive  incentive  compensation  for each fiscal year in an amount equal to the
product of:

          (A) 25% of the dollar amount by which


          (1) Adjusted Funds From  Operations of the Company  (before the Annual
          Incentive  Fee) per Share  (based on the  weighted  average  number of
          Shares outstanding)


          exceed

          (2) an amount equal to the greater of:


          (a) (i) the  weighted  average  of (x) $20 (the  price  per  Share the
          initial public offering) and (y) the prices per Share of any secondary
          offerings by the Company multiplied by


               (ii) the Ten-Year U.S. Treasury Rate plus 2% per annum; and


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          (b) $1.45

          multiplied by

          (B) the  weighted  average  number of Shares  outstanding  during such
          year.

          (c) SERVICING  FEES AND OTHER  COMPENSATION  FROM THIRD  PARTIES.  The
Advisor shall be entitled to receive all servicing fees  associated  with assets
under the Company's management. To the extent that the Company participates with
a third party in connection  with  investments,  the Advisor may receive special
servicer fees and other fees and compensation from such third party.

     13.  STATEMENTS.  Prior to the payment of any fees  hereunder,  the Advisor
shall furnish to the Company a statement showing the computation of the fees, if
any, payable under Sections 11, 12 and 14 hereof.

     14.  COMPENSATION FOR ADDITIONAL SERVICES.

          (a)  PROPERTY  MANAGEMENT.  In the event the Company  forecloses  on a
property on which it holds a mortgage,  the Company may be required to take over
the  management of the property.  In such cases,  the Advisor or an Affiliate of
the Advisor may be retained to provide property management services at rates and
on terms no less  favorable  to the  Company  than those  customary  for similar
services, if such entity has knowledge of and experience in the area. In no case
shall such fee (including all rent-up,  leasing, and re-leasing fees and bonuses
paid to any person) exceed 5% of the gross revenues from such properties.

          (b)  PROPERTY  DISPOSITIONS  FOLLOWING  FORECLOSURE.  If  the  Company
forecloses  on a  property  securing a mortgage  and sells  such  property,  the
Advisor or an  Affiliate of the Advisor may be entitled to a  subordinated  real
estate commission equal to the lesser of (i) 3% of the gross sales price of such
property  received by the Company or (ii) one-half of the normal and competitive
rate customarily charged by unaffiliated parties rendering similar services, and
such fees shall be paid only if the  Advisor  or  Affiliate  thereof  provides a
substantial amount of services in the sales effort.

     15. EXPENSES OF THE COMPANY. (a) The Company shall pay all of its expenses,
except those set forth in paragraph 16 hereof.  Without  limiting the foregoing,
it is  specifically  agreed that the following  expenses of the Company shall be
paid by the Company and shall not be borne by the Advisor:

          (i) the cost of money borrowed by the Company;

          (ii) taxes an income and taxes and  assessments  on real  property and
all other taxes applicable to the Company;

          (iii) fees and expenses paid to independent contractors,  unaffiliated
mortgage  servicers,  consultants,  managers and other agents  employed by or on
behalf of the Company;

          (iv) expenses directly  connected with the ownership,  and disposition
of  investments,  or other  property  and with the  origination  or  purchase of
investments  (including  the costs of  foreclosure,  insurance  premiums,  legal
services, brokerage and sales commissions,  maintenance,  repair and improvement
of property);

          (v) expenses of maintaining and managing real estate equity interests,
processing  and  servicing  mortgage and other loans and managing the  Company's
other investments;

          (vi) insurance coverage in connection with the business of the Company
(including officers' and trustees' liability insurance);

          (vii) the expenses of  revising,  amending,  converting,  modifying or
terminating  the Company or revising,  amending or modifying its  organizational
documents;


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          (viii) expenses  connected with payments of interest or  Distributions
in  cash or any  other  form  made or  caused  to be  made  by the  Trustees  to
Shareholders;

          (ix) all expenses  connected with  communications  to Shareholders and
other bookkeeping and clerical work necessary in maintaining  relations with the
Shareholders,  including  the cost of  printing  and  mailing  certificates  for
securities, proxy solicitation materials and reports to holders of the Company's
securities;

          (x) the cost of any accounting,  statistical or bookkeeping  equipment
necessary for the maintenance of the books and records of the Company;

          (xi) transfer agent's and registrar's fees and charges;

          (xii) other legal,  accounting  and auditing fees and expenses as well
as any costs  incurred  in  connection  with any other  litigation  in which the
Company is involved and in the examination,  investigation or other  proceedings
conducted by any regulatory agency with respect to the Company;

          (xiii)  all  expenses  relating  to any  office or  office  facilities
maintained by the Company or any Subsidiary  exclusive of the main office of the
Advisor,  including,  without limitation,  rent, telephones,  utilities,  office
furniture,  equipment,  machinery  and other  office  expenses  for any  persons
employed by the Company;; and

          (xiv) the  Company's pro rata portion of rent,  telephone,  utilities,
office furniture,  equipment,  machinery and other office, internal and overhead
expenses  of  the  Advisor  and  its  Affiliates   required  for  the  Company's
operations.

          (b) The Company shall reimburse the Advisor and its Affiliates for (i)
the  actual  costs to the  Advisor or its  Affiliates  of goods,  materials  and
services used for and by the Company obtained from  unaffiliated  parties;  (ii)
administrative  services necessary to the operation of the Company and (iii) the
costs of certain personnel  employed by the Company and directly involved in the
organization and business of the Company (including persons who may be employees
or  officers  of the  Advisor  and its  Affiliates)  and for legal,  accounting,
transfer  agent,   reinvestment   and  redemption  plan   administration,   data
processing,  duplicating  and  investor  communications  services  performed  by
employees or officers of the Advisor and its Affiliates which could be performed
directly  for the Company by  independent  parties.  The amounts  charged to the
Company for services performed pursuant to clause (ii) above will not exceed the
lesser of (a) the actual  cost of such  services,  or (b) the  amount  which the
Company would be required to pay to independent parties for comparable services.
No  reimbursement  will be allowed to the Advisor or its Affiliates for services
performed  pursuant  to clause (ii) above  unless the Advisor or its  Affiliates
have the appropriate experience and expertise to perform such services.

          (c) The Company  will  reimburse  the Advisor for any travel  expenses
incurred in connection with the services provided  hereunder and for advertising
expenses incurred by it in seeking any investments or seeking the disposition of
any investments held by the Company.

     16.  EXPENSES  OF THE  ADVISOR.  Except as  otherwise  provided  herein and
without regard to the amount of compensation  received hereunder by the Advisor,
the Advisor shall bear the following expenses:

          (i) employment expenses of the Advisor's or its Affiliates'  personnel
(including  partners and  directors  and officers  thereof and  employees of the
Company who are Trustees, officers and employees of the Advisor), including, but
not limited to, fees, salaries, wages, payroll taxes, travel expenses (except as
set forth  pursuant to Section  15(c)  above) and the cost of  employee  benefit
plans and temporary help expenses;

          (ii)  advertising  expenses  (except as set forth  pursuant to Section
15(c) above);

Notwithstanding  the  provisions of Section 16, the Company shall  reimburse the
Advisor for the expenses set forth in Section 15(b) and 15(c) above.


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     17.  INTENTIONALLY DELETED.

     18.  OTHER ACTIVITIES OF ADVISOR.  Nothing in this Agreement  shall prevent
the Advisor or any of its Affiliates from engaging in other business  activities
related  to real  estate,  mortgage  investments  or other  investments  whether
similar or  dissimilar to those made by the Company or from acting as advisor to
any  other  person or entity  having  investment  policies  whether  similar  or
dissimilar  to those of the Company  (including  another real estate  investment
trust). However, before the Advisor, its partners, their officers and directors,
and any person  controlled by the partners of the Advisor or their  officers and
directors may take advantage of an opportunity  for their own account or present
or recommend it to others (except for the  presentation  and  recommendation  of
equally suitable investment opportunities to Affiliated Programs, which shall be
governed by the procedures set forth in the Company Investment Policy), they are
obligated  to  present  an  investment  opportunity  to the  Company if (i) such
opportunity is within the Company's  investment  objectives  and policies,  (ii)
such  opportunity  is of a character  which could be taken by the  Company,  and
(iii)  the  Company  has  the  financial  resources  to take  advantage  of such
opportunity.

     19.  TERM; TERMINATION OF AGREEMENT .

          (a) TERM.  This Agreement shall remain in full force through March 28,
2007,  unless terminated by the Company or Advisor as set forth below, and shall
be renewed  automatically for successive one (1) year periods thereafter,  until
this Agreement is terminated in accordance with the terms hereof.

          (b) NON-RENEWAL. Either party may elect not to renew this Agreement at
the  expiration  of the initial term or any renewal term for any or no reason by
notice to the other party at least six (6) months prior to the end of the term.

          (c) VOLUNTARY  TERMINATION.  Either party may terminate this Agreement
or any reason or no reason upon prior  written  notice to the other party (1) in
the case of the  Company,  at least six (6) months prior to the end of the term,
and (2) in the case of the  Advisor,  at least three (3) months prior to the end
of the term.

          (d)  TERMINATION  BY THE  COMPANY.  The  Company  may  terminate  this
Agreement effective sixty (60) days after notice of termination from the Company
to  Advisor in the event that any act of fraud,  misappropriation  of funds,  or
embezzlement against the Company or other willful and material violation of this
Agreement by Advisor in its corporate  capacity (as distinguished  from the acts
of any employees of Advisor which are taken without the complicity of any of the
executive  officers  of  Advisor);  provided,  that such  willful  and  material
violation  continues  for a period of  thirty  (30) days  after  written  notice
thereof  specifying  such violation and requesting  that the same be remedied in
such thirty (30) day period.

          (e)  TERMINATION  BY ADVISOR.  Advisor may  terminate  this  Agreement
effective  upon sixty  (60) days  prior  written  notice of  termination  to the
Company in the event  that the  Company  shall  default  in the  performance  or
observance  of any material  term,  condition or covenant in this  Agreement and
such  default  shall  continue  for a period of thirty  (30) days after  written
notice thereof  specifying such default and requesting that the same be remedied
in such thirty (30) day period.

          (f) TERMINATION FEES. In the event the Agreement is not renewed by the
Company or is terminated  under  Section  19(b) or 19(e),  the Company shall pay
Advisor on the termination  date: (A) if the termination date occurs on or prior
to  March  28,  2010,  a  termination  fee  equal to (1) four  times  the  Asset
Management  Fee Advisor  would have been  entitled  to receive  from the Company
during the 4-calendar quarter period immediately preceding the effective date of
such  termination,  plus (2) four times the Annual  Incentive  Fee Advisor would
have been  entitled to receive from the Company  during the  4-calendar  quarter
period immediately  preceding the effective date of such termination;  or (B) if
the  termination  date occurs after March 28,  2010,  the greater of (1) (a) two
times the Asset  Management Fee Advisor would have been entitled to receive from
the Company  during the  4-calendar  quarter  period  immediately  preceding the
effective  date of such  termination,  plus (b) two times the  Annual  Incentive
Advisor  would  have been  entitled  to  receive  from the  Company  during  the
4-calendar  quarter  period  immediately  preceding the  effective  date of such
termination  or (2) a fee equal to the market  rate  termination  fee payable to
outside advisors of real estate investments trusts. The Company's  obligation to
pay a termination fee shall survive the termination of this Agreement.


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          (g) SURVIVAL. If this Agreement is terminated pursuant to this Section
19, such  termination  shall be without any further  liability or  obligation of
either party to the other, except as otherwise expressly provided herein.]

          (h) DISPUTE  RESOLUTION.  If the Company and the Advisor are unable to
reach an  agreement  regarding  the fees  payable to the Advisor upon renewal of
this  Agreement  pursuant  to  Section  19(a) or the  amount  of the  applicable
market-rate  termination fee pursuant to Section  19(e)(B)(2),  any such dispute
shall be settled and  determined by  arbitration in New York City before a panel
of three  arbitrators  (who shall be required to be members in good  standing of
the American Arbitration  Association)  pursuant to the Commercial Rules then in
effect of the  American  Arbitration  Association.  The  parties  agree that the
arbitrators  shall have the power to award  damages,  preliminary  or  permanent
injunctive  relief and reasonable  attorneys'  fees and expenses to any party in
such  arbitration.  The  arbitration  award shall be final and binding  upon the
parties  and  judgment  thereon  may be  entered in any court  having  competent
jurisdiction  thereof.  The arbitrators shall be governed by and shall apply the
substantive law of the State of New York in making their award.

     20. AMENDMENTS.  This Agreement shall not be changed, modified,  terminated
or discharged  in whole or in part except by an instrument in writing  signed by
both parties hereto,  or their respective  successors or permitted  assigns,  or
otherwise as provided herein.

     21.  ASSIGNMENT.  This Agreement may not be assigned by the Advisor without
the written  consent of the  Company,  except to a  corporation  or other person
which  controls,  is controlled by, or is under common control with the Advisor,
or a corporation,  association,  trust or other successor organization which may
take over the property and carry on the affairs of the Advisor.  Any assignee of
the Advisor  shall be bound  hereunder to the same extent as the  Advisor.  This
Agreement  shall not be assigned by the Company  without the written  consent of
the Advisor, except to a corporation,  association,  trust or other organization
which is a successor to the Company.  Such successor shall be bound hereunder to
the  same  extent  as the  Company.  Notwithstanding  anything  to the  contrary
contained herein,  the economic rights of the Advisor  hereunder,  including the
right  to  receive  all  compensation  hereunder,  may be sold,  transferred  or
assigned by the Advisor without the consent of the Company.

     22.  ACTION  UPON  TERMINATION.  From  and  after  the  effective  date  of
termination of this Agreement,  pursuant to Section 19 hereof, the Advisor shall
not be entitled to compensation for further service rendered hereunder but shall
be paid all  compensation  and reimbursed for all expenses  accrued  through the
date of termination. The Advisor shall forthwith upon such termination:

          (a) pay over to the  Company  all  moneys  collected  and held for the
account of the Company  pursuant to this Agreement,  after deducting any accrued
compensation and reimbursement for its expenses to which it is then entitled;

          (b)  deliver to the Company a full  accounting,  including a statement
showing all  payments  collected by it and a statement of all moneys held by it,
covering the period  following the date of the last accounting  furnished to the
Company; and

          (c) deliver to the Company all property  and  documents of the Company
then in the custody of the Advisor.

     23.   INCORPORATION  OF  THE  DECLARATION  OF  TRUST.  To  the  extent  the
Declaration  of Trust  imposes  obligations  or  restrictions  on the Advisor or
grants the Advisor certain rights which are not set forth in this Agreement, the
Advisor shall abide by such  obligations or  restrictions  and such rights shall
inure to the  benefit of the  Advisor  with the same force and effect as if they
were set forth herein.

     24. MISCELLANEOUS. (a)( a) The Advisor assumes no responsibility under this
Agreement  other than to render the services called for hereunder in good faith,
and shall not be  responsible  for any  action of the  Company in  following  or
declining to follow any advice or  recommendations  of the Advisor.  Neither the
Advisor  nor its  directors,  officers  and  employees  shall be  liable  to the
Company, the Shareholders or to any successor or assignee of the Company, except


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by reason of acts constituting bad faith, gross negligence or reckless disregard
of their  duties.  This shall in no way affect the standard for  indemnification
but shall only constitute a standard of liability. The duties to be performed by
the Advisor  pursuant to this  Agreement  may be performed by it or by officers,
directors or by Affiliates  of the foregoing  under the direction of the Advisor
or delegated to unaffiliated third parties under its direction.

          (b) The  Advisor  shall look  solely to the assets of the  Company for
satisfaction  of all  claims  against  the  Company,  and in no event  shall any
Shareholder  of the Company have any personal  liability for the  obligations of
the Company under this Agreement.

          (c) All  calculations  made in accordance  with this Agreement  (other
than those  calculations  which by their  terms are not based on GAAP)  shall be
based on statements  (which may be unaudited,  except as  specifically  provided
herein) prepared on an accrual basis consistent with GAAP, regardless of whether
the Company may also prepare statements on a different basis.

     25.  NOTICES.  Any  notice,  report  or  other  communication  required  or
permitted  to be given  hereunder  shall be in  writing,  and  shall be given by
delivering such notice by hand or by certified mail,  return receipt  requested,
postage pre-paid, at the following addresses of the parties hereto:

     American Mortgage Acceptance Company
     625 Madison Avenue
     New York, New York 10022
     Attn.:  President

     CharterMac AMI Associates, Inc.
     625 Madison Avenue
     New York, New York  10022
     Attention:  President

Either  party may at any time change its address for the purpose of this Section
25 by like notice.

     26.   HEADINGS.   The  section  headings  hereof  have  been  inserted  for
convenience  of reference only and shall not be construed to affect the meaning,
construction or effect of this Agreement.

     27.  GOVERNING LAW. The provisions of this Agreement shall be construed and
interpreted in accordance  with the laws of the State of New York as at the time
in effect.

IN WITNESS  WHEREOF,  the undersigned have caused this agreement to be signed as
of the day and year first above written.



AMERICAN MORTGAGE ACCEPTANCE COMPANY


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


CHARTERMAC AMI ASSOCIATES, INC.


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



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