EMPLOYMENT AGREEMENT

                                 (JENNY NETZER)



         THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of the 1st day

of July, 2003 by and between MUNICIPAL MORTGAGE AND EQUITY, LLC, a Delaware

limited liability company ("Employer") and JENNY NETZER ("Employee").



         WHEREAS, Employer is engaged in the business of acquiring and providing

asset management services for real estate and debt and equity investments

therein, with a particular emphasis on investments generating tax-exempt income

and investments in, or secured by, multi-family properties, congregate care and

assisted living facilities and similar properties;



         WHEREAS, Employee has particular skill, experience and background in

investments and asset management services of the type in which the Employer

primarily engages; and



         WHEREAS, Employer and Employee desire to enter into an employment

relationship, the terms of which are to be set forth in this Agreement.



         NOW, THEREFORE, in consideration of the foregoing, the mutual covenants

hereinafter set forth, and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, Employer and Employee

hereby agree as follows:



         1.       Employment and Duties. Employer agrees to hire Employee, and

Employee agrees to be employed by Employer, as Executive Vice President of

Employer responsible for the Employer's low income housing tax credit equity

business on the terms and conditions provided in this Agreement. Employee shall

perform the duties and responsibilities reasonably determined from time to time

by the CEO or COO of the Employer consistent with the types of duties and

responsibilities typically performed by a person serving as Executive Vice

President of businesses similar to that of Employer. Employee agrees to devote

her best efforts and full time, attention and skill in performing the duties of

Executive Vice President responsible for the Employer's low income housing tax

credit equity business Provided that such activity shall not violate any

provision of this Agreement (including the noncompetition provisions of Section

8 below) or materially interfere with her performance of her duties hereunder,

nothing herein shall prohibit Employee (a) from participating in any other

business activities approved in advance by the CEO or COO in accordance with any

terms and conditions of such approval, such approval not to be unreasonably

withheld or delayed, (b) from engaging in charitable, civic, fraternal or trade

group activities, or (c) from investing in other entities or business ventures.



         2.       Compensation. As compensation for performing the services

required by this Agreement, and during the term of this Agreement, Employee

shall be compensated as follows:



<PAGE>



                  (a)      Base Compensation. Employer shall pay to Employee a

salary ("Base Compensation") at the annual rate of Two Hundred Seventy-Five

Thousand Dollars ($275,000), through June 30, 2004, payable in accordance with

the general policies and procedures of the Employer for payment of salaries to

executive personnel, but in any event no less frequently than every two weeks,

in substantially equal installments, subject to withholding for applicable

federal, state and local taxes. Employee's Base Compensation shall increase by

Twenty-Five Thousand Dollars ($25,000) on each July 1 during the Initial Term of

this Agreement (i.e., on July 1 of 2004, 2005 and 2006). Additional increases in

Base Compensation, if any, shall be determined by the Compensation Committee of

the Board of Directors (the "Board") based on the recommendation of the CEO or

COO and on periodic reviews of Employee's performance conducted on at least an

annual basis. During the term of this Agreement, Employee's annual Base

Compensation shall not be reduced below the initial Base Compensation set forth

above.



                  (b)      Incentive Compensation.



                           (i)      In addition to Base Compensation, Employee

shall be eligible to receive additional compensation ("Incentive Compensation"),

pursuant to such Incentive Compensation Plan as may from time to time be adopted

by the Employer. The Incentive Compensation Plan will have two components.

First, the Plan will provide that Employee is eligible to receive an annual

bonus payable in cash, unrestricted shares or restricted shares of up to 100% of

Employee's Base Compensation then in effect. This component of the Incentive

Compensation Plan will provide that the amount of the bonus will be based on a

formula tied to the Employee's performance, the performance of Employer's

low-income housing tax credit business and Employer's company-wide performance.

The formula will be initially determined (and may be modified from time to time)

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