EXECUTIVE EMPLOYMENT AGREEMENT

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

a.

Salary . As compensation for services hereunder, during the Employment Period the Company shall pay the Executive a base salary, payable in equal installments in accordance with the Company’s procedures, at an annual rate of $325,000, less such deductions or amounts to be withheld as required by applicable law and regulations and deductions authorized by the Executive in writing (the “ Salary ”) Executive’s Salary shall be subject to increase in the sole and absolute discretion of the Chief Executive Officer of CharterMac.

b.

Discretionary Bonus . For each fiscal year of service to the Company, Executive shall be eligible to receive a discretionary cash bonus (“ Discretionary Bonus ”) of such amount (if any) as the CEO may determine in his sole and absolute discretion. Executive’s target Discretionary Bonus shall be 300% of his Salary, which may be adjusted up or down depending on Executive’s performance as determined in the sole and absolute discretion of the CEO. Such Discretionary Bonus, if any, will be payable at the end of February of the year following the year for which the bonus is awarded or at such earlier or later time as the CEO’s bonus is payable. If Executive is awarded a Discretionary Bonus that is equal to or less than 200% of his then Salary, the Discretionary Bonus will be paid in cash. If Executive is awarded a Discretionary Bonus that is greater than 200% of his then Salary, it shall be paid as follows: (i) the Discretionary Bonus up to 200% of Executive’s Salary shall be paid in cash, and (ii) for the amount of the Discretionary Bonus greater than 200% of the Salary, 50% will be paid in cash and 50% will be paid in restricted stock, which shall vest ratably (and thus become non-forfeitable) in equal increments of 1/3, 1/3 and 1/3 on the first, second and third anniversaries of the date that the Discretionary Bonus is granted provided, except to the extent otherwise provided in this Agreement, that Executive is still employed by the Company on such vesting date.

c.

Share Grant . Executive will be granted, effective as of the Effective Date, restricted common shares of CharterMac valued (as of the Effective Date) at $1,250,000 (collectively, the “ Share Grant ”) under and subject to the terms of the CharterMac Amended and Restated Incentive Share Plan (the “ Incentive Plan ”). The Share Grant shall vest and become exercisable over the course of five years in five equal installments on each of the first five anniversaries of the Effective Date, provided, except to the extent otherwise provided in this Agreement, that Executive is continuously employed by the Company on each such vesting date. Once vested, the Share Grant shall be non-forfeitable. Except to the extent otherwise provided in this Agreement, the Share Grant shall be subject to the terms of the applicable award agreement(s) from CharterMac

d.

Automobile Allowance . During the Employment Period, the Company will provide Executive with a pre-tax automobile allowance of $1,500 per month.

e.

Life Insurance . At its expense, the Company will provide life insurance coverage to Executive of not less then $500,000.

f.

Vacation . 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 CEO. Executive shall have the right to carry over up to ten (10) vacation days from one calendar year to the next. In addition to the twenty (20) vacation days, Executive shall be entitled to take additional vacation days for religious observances and Company holidays.

g.

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

h.

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

i.

Tax Preparation . Executive shall be entitled to reimbursement for actual expenses he incurs for preparation of his federal, state, and local income tax returns upon presentation of valid proof of expenses.

a.

Death . If Executive dies during the Employment Period, the Termination Date will be the date of Executive’s death. In such event, the Company shall pay Executive’s estate within thirty (30) days of the date of Executive’s death, a death benefit equal to: (i) Executive’s earned but unpaid Salary, any accrued automobile allowance, any Reimbursement Amounts for the period prior to termination, any accrued but unused vacation, and any declared but unpaid Discretionary Bonus (collectively “ Entitlements ”); (ii) any rights to which Executive is entitled in accordance with plan provisions under any employee benefit plan, fringe benefit or incentive plan (“ Benefit Rights ”); (iii) additional benefits (if any) in accordance with the applicable terms of applicable Company plans, programs and arrangements (“ Company Arrangements ”); and (iv) severance compensation equal to twelve (12) months of Executive’s then current Salary and 100% of the amount of the Executive’s most recently declared and paid Discretionary Bonus (“ Severance Pay ”). In addition, any unvested options awarded to the Executive under the Incentive Plan and other unvested equity shall fully vest upon the Termination Date of the Executive.

b.

Total Disability . If Executive incurs a Total Disability (as defined below), the Termination Date will be the date Executive (or Executive’s beneficiary or representative) is determined to have incurred a Total Disability (the " Disability Payment Date "). In such event the Company shall pay Executive (or Executive’s beneficiary or representative) within thirty (30) days of the Disability Payment Date, a disability benefit equal to: (i) the Entitlements; (ii) Benefit Rights; (iii) Company Arrangements; and (iv) Severance Pay. In addition, any unvested options awarded to the Executive under the Incentive Plan and other unvested equity shall fully vest upon the Termination Date of the Executive. Further, all medical and dental, disability and life insurance then provided to senior executives of the Company shall be continued following the Termination Date for a period of twelve (12) months, or at the discretion of the Company, a cash payment shall be made in lieu of such benefits. For these purposes, a “ Total Disability ” shall be deemed to have occurred if in the judgment of the a physician jointly selected by the Company and the Executive, the Executive shall become physically or mentally disabled, whether totally or partially, such that the Executive is unable to perform the Executive’s principal services hereunder for (A) a period of six consecutive months or (B) for shorter periods aggregating six months during any twelve-month period.

c.

Termination for Cause; Resignation without Good Reason . Executive's employment may be terminated by the Company for Cause at any time upon written notice from the Company to Executive. The Company’s notice must set forth the facts or circumstances constituting Cause and specify the Termination Date. Executive may resign without the existence of Good Reason at any time

d.

Termination Without Cause or Resignation for Good Reason . Executive may be terminated by the Company without Cause upon not less than thirty (30) days’ written notice to Executive. The Company’s notice must specify the Termination Date. Executive may resign if Good Reason exists upon not less than ten (10) days’ written notice to the Company. Executive’s notice must set forth the facts and circumstances constituting Good Reason and specify the Termination Date.

e.

Expiration of the Employment Period . In the event that the Company does not-renew this Agreement and as a result Executive’s employment terminates, Executive shall have no further rights or claims hereunder or with regard hereto except that, subject to his execution (within 30 days after delivery to Executive) of the Release: (i) the Company will pay Executive a separation payment equal to the Entitlements and Severance Pay; and (ii) Executive will be entitled to the Benefits Rights and the Company Arrangements. Further, all medical and dental, disability and life insurance then provided to senior executives of the Company

f.

Change in Control . If, during the Employment Term, the Executive’s employment is terminated by the Company in anticipation of, or within one year after a Change in Control (other than as a result of Cause, death or Disability), or by the Executive for Good Reason within one year after a Change in Control, the Company shall have no liability or further obligation to the Executive and the Executive shall have no further rights or claims hereunder or with regard hereto except that, subject to his execution (within 30 days after delivery to Executive) of the Release: (i) the Company will pay Executive the Entitlements and a separation payment equal to twenty-four months of Executive’s then current Salary and 150% of the amount of the Executive’s most recently declared and paid Discretionary Bonus; (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 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. Further, any unvested options awarded to the Executive under the Incentive Plan and other unvested equity shall fully vest upon the Termination Date of the Executive. For purposes of this Section 4(f) , the Termination Date shall be Executive’s last day of employment with the Company.

g.

Immediate Cessation of Employment . If the Company gives notice to Executive pursuant to subsection (c) above, or Executive gives notice to the Company pursuant to subsection (c) above, the Company may further direct Executive to immediately cease Executive’s activities on behalf of the Company, to remove Executive’s personal belongings from the premises of the Company and/or to discontinue using any of the Company’s facilities.

h.

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

i.

409A Tax Liability . Notwithstanding anything elsewhere to the contrary in this Section 4 , the Company will be not be required to (and will not) extend the period of Executive’s exercisable options if doing so trigger any liability for additional tax and/or penalties under Section 409A of the Code.

5.

Non-Competition Agreement .

a.

Executive absolutely and unconditionally covenants and agrees with the Company that, during his employment with the Company or its Affiliates and for a period of twelve (12) months following Executive’s termination for any reason whatsoever (the “ Noncompete Period ”) and provided the Company has not waived any material breach of his post-termination obligations, Executive will not, either directly or indirectly, solely or jointly with any other person or persons, as an employee, consultant, or advisor (whether or not engaged in business for profit), or as an individual proprietor, partner, shareholder, director, officer, joint venturer, investor, lender, or in any other capacity, engage in a Competitive Business (as defined in Exhibit A ) (i) as conducted as of the date of execution of this Agreement; (ii) as conducted during the term of this Agreement; or (iii) as proposed to be conducted by the Company Group as of the Termination Date (collectively, “ Competition ”).

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.