Exhibit 10.68
  AMENDMENT NO. 2 TO  TRIBECA FORBEARANCE AGREEMENT
 Amendment Amendment Effective Date Schedule 1 Borrower Borrowers Tribeca FCMC Guarantor Huntington Lender Forbearance Agreement
 RECITALS:
  inter alia Tranche A
Note
 inter alia Tranche
B-1 Note
 inter alia Tranche
B-2 Note
 inter alia Tranche
B-3 Note
 inter alia Tranche
B-4 Note Notes




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Certain Post-Closing Deliverables Minimum Net Worth Identified Forbearance Defaults
    Definitions Added Certain Defined Terms
 Amendment No. 2
 Cash Flow Available for Debt Service
 Debt Service
 Amendments to Section 12 Minimum Net Worth Interest Coverage Ratios Covenants
 Intentionally Left Blank
 Cash Flow Coverage
 - 2 -




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Cash Flow Available for Debt Service
 Debt Service plus Interest Expense
 Waiver of Identified Forbearance Defaults
 Schedule 11 Schedule 11
 Conditions of Effectiveness
  (i)
    
    Three duly executed copies of this Amendment;
  pro rata
  - 3 -




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Representations and Warranties , Constituent Document
 Ratification and Reaffirmation.
 Reference to and Effect on the Loan Documents
 Waiver and Release of All Claims and Defenses; Communications
  - 4 -




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Claims
 Communications
  No Waiver
 Waiver of Right to Trial by Jury
 - 5 -




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Counterparts
 Costs and Expenses
 Further Assurances
 Governing Law
 Headings
 Patriot Act Notice Act
 [Signature Pages Follow.]
 - 6 -




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EACH BORROWER LISTED ONSCHEDULE 1ATTACHED HERETO:By:
    /s/ Alexander Gordon JardinName:
    Alexander Gordon JardinTitle:     as Chief Executive Officer of, and on
behalf of, each Borrower listed on Schedule
1 attached hereto.Address
for Notices: 101 Hudson St., 25th Floor
Jersey City, N.J. 07302
Fax: 201-604-4400
Attention: General CounselWith a copy to:Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036
Fax: 212-715-8346
Attention: J. Michael MayerfeldTRIBECA LENDING CORP.By:
    /s/ Alexander Gordon JardinName:
    Name: Alexander Gordon JardinTitle:
    Chief Executive OfficerAddress for Notices: Same as aboveFRANKLIN CREDIT MANAGEMENT CORPORATIONBy:
    /s/ Thomas J. AxonName:
    Thomas J. AxonTitle:
    PresidentAddress for Notices: Same as above Signature Page to Amendment No. 2 to Tribeca Forbearance Agreement




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THE HUNTINGTON NATIONAL BANKBy:
    /s/ Alan D. SeitzName:
    Alan D. SeitzTitle:
    Senior Vice President Address for Notices
 
  
 Signature Page to Amendment No. 2 to Tribeca Forbearance Agreement




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SCHEDULE 1




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SCHEDULE 11
 2008 DateDue
    
    Tribeca Post-Closing Item1.
    
    August 31
    
    Close all deposit accounts and securities accounts
other than accounts at Huntington or its affiliates
or other financial institutions satisfactory to
Lender.2.
    
    August 31
    
    Guarantor, the applicable Borrower or such other
Subsidiary owning or having control of any REO
Property transfer such REO Property to Tribeca
Lending Corporation (other than certain
cooperatives identified to Lender in respect of
which FCMC shall have pledged the shares thereof to
Lender pursuant to Loan Documents in form and
substance satisfactory to Lender). Lender shall
have a first Lien on the capital stock and all
other equity interests in Tribeca Lending
Corporation pursuant to the terms of Loan Documents
in all respects satisfactory to Lender.