UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

CAPITAL ALLIANCE INCOME TRUST LTD.,
A REAL ESTATE INVESTMENT TRUST
-------------------------
(Name of Registrant as Specified In Its Charter)

-------------------------
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

1) Title of each class of securities to which transaction applies:

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to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):

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5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

________________________________________________________________________________

CAPITAL ALLIANCE INCOME TRUST LTD.,
A REAL ESTATE INVESTMENT TRUST

NOTICE OF 2008 ANNUAL MEETING
AND PROXY STATEMENT

June 25, 2008

________________________________________________________________________________

Capital Alliance Income Trust Ltd.,
A Real Estate Investment Trust
- --------------------------------------------------------------------------------
100 Pine Street, Suite 2450 o San Francisco, California 94111
Tel: (415) 288-9595 o Fax: (415) 576-1810

May 29, 2008

Dear Shareowner:

You are invited to attend the 2008 Annual Meeting of shareholders to be held on
June 25, 2008. The meeting will begin at 10:00 A.M. in the Company's offices at
100 Pine Street, Suite 2450, San Francisco, California.

The Annual Meeting will begin with a report on our operations, followed by
discussion and voting on the matters set fourth in the accompanying notice of
Annual Meeting and proxy statement and discussion of other business matters
properly brought before the meeting. We hope that you are able to attend.
Management desires to have the maximum representation of shareowners at the
Annual Meeting.

Whether or not you expect to attend, you can ensure that your shares are
represented at the Annual Meeting of Shareholders by promptly voting and
submitting your proxy by internet, telephone or by completing, signing, dating
and returning your proxy form in the enclosed envelope. If you do attend the
Annual Meeting, you may withdraw your proxy if you wish to vote in person.

We look forward to seeing you on June 25.

Sincerely,

/s/ Richard J. Wrensen
- ----------------------
Richard J. Wrensen
Chairman and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREOWNERS
10:00 A.M., JUNE 25, 2008

May 29, 2008

Dear Shareowner:

The 2008 Annual Meeting of shareholders ("Annual Meeting") of Capital Alliance
Income Trust Ltd., A Real Estate Investment Trust, a Delaware corporation
("CAIT" or the "Company" or the "Corporation"), will be held in the Company's
offices on June 25, 2008 at 10:00 a.m., local time, at 100 Pine Street, Suite
2450, San Francisco, California 94111, to address all maters that may properly
come before the meeting. Following a report on CAIT's operations, shareowners
will vote on:

1. Election of two directors (Class III directors):

a. Richard J. Wrensen

b. James L. Grainer

2. Approval of amendment to change corporate name.

From: "Capital Alliance Income Trust Ltd.

To: "Eastern Light Capital, Incorporated"

Shareowners of record at the close of business on May 5, 2008, will be entitled
to vote at the Annual Meeting and any adjournments or postponements thereof.
Submitting your proxy by any method will not affect your right to attend the
meeting and vote. A shareholder who gives a proxy may revoke it at any time
before it is exercised by voting in person at the annual meeting, by delivering
a subsequent proxy or by notifying the Corporate Secretary in writing of such
revocation.

/s/ Gregory Bronshvag
- ---------------------
Gregory Bronshvag
Corporate Secretary

________________________________________________________________________________

PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE
OR VOTE YOUR SHARES VIA TELEPHONE OR THE INTERNET
________________________________________________________________________________

TABLE OF CONTENTS

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PROXY STATEMENT..............................................................1
General...................................................................1
Voting Rights and Outstanding Shares......................................1
Quorum Requirements.......................................................1
Effect of Abstentions and Broker Non-Votes................................1
Revocability of Proxies...................................................2
Householding..............................................................2
GENERAL CORPORATION INFORMATION..............................................2
Directors and Executive Management........................................2
Board Committees..........................................................3
Board and Committee Meetings..............................................4
Executive Officers........................................................4
Stock Holdings of Management and Directors................................5
Stock Holdings of Certain Beneficial Owners...............................5
Certain Relationships and Related Transactions............................6
PROPOSAL ONE - ELECTION OF DIRECTORS.........................................6
PROPOSAL TWO - APPROVAL OF AMENDEMENT TO CHANGE CORPORATE NAME...............8
OTHER BUSINESS...............................................................8
EXECUTIVE COMPENSATION.......................................................8
Executive Compensation Discussion and Analysis............................8
Management Compensation...................................................9
Cash Compensation Table...................................................9
Named Executive Officer Compensation......................................9
Summary Compensation Table...............................................10
Equity Awards Table......................................................10
Equity Compensation Plan Information.....................................11
COMPENSATION COMMITTEE REPORT...............................................11
DIRECTOR COMPENSATION.......................................................11
STOCKHOLDER PROPOSALS AND NOMINATIONS.......................................12
AUDIT COMMITTEE REPORT......................................................13
Composition..............................................................13
Responsibilities.........................................................13
Review with Management and Independent Accountants.......................13
Summary..................................................................13
ADDITIONAL ACCOUNTANT INFORMATION...........................................13
Accountant Fees..........................................................14
Pre-Approval Policy for Audit and Non-Audit Services.....................14
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES ACT OF 1934.................14
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................14
MISCELLANEOUS...............................................................15
EXHIBIT A - AMENDMENT TO CHANGE CORPORATE NAME..............................16
PROXY FOR ANNUAL MEETING....................................................17

PROXY STATEMENT

General

The enclosed Proxy and Proxy Statement is provided by Capital Alliance Income
Trust Ltd., A Real Estate Investment Trust, a Delaware corporation ("CAIT" or
the "Company" or the "Corporation"), for exercise at the Annual Meeting of the
Corporation's shareowners, to be held at the Corporation's offices, 100 Pine
Street, Suite 2450, San Francisco, California 94111 at 10:00 a.m., local time,
on Wednesday, June 25, 2008, and at any postponements or adjournments thereof
(the "Annual Meeting").

Accompanying this Proxy Statement is the Corporation's 2007 Annual Report to the
SEC on Form 10K-SB, including the Corporation's audited financial statements for
calendar year 2007. The Corporation is mailing the Notice to Shareowners of
Annual Meeting, the Proxy Statement and the accompanying Proxy on or about May
29, 2008 to all shareowners entitled to notice of, and to vote at, the Annual
Meeting.

The Corporation will bear the cost of this solicitation of proxies.
Solicitations will be made by mail. The Corporation's officers and employees may
solicit proxies personally or by telephone. The Corporation will reimburse
banks, brokerage firms, other custodians, nominees and fiduciaries for
reasonable expenses incurred in sending proxy materials to beneficial owners of
stock.

Voting Rights and Outstanding Shares

Your vote is important and you are urged to vote in advance. Shareowners of
record at the close of business on May 5, 2008 (the "Record Date") are entitled
to vote at the Annual Meeting. At the close of business on the Record Date,
there were issued and outstanding and entitled to vote 500,032 shares of the
Corporation's Common Stock, par value $.01 per share ("Common Stock") and
213,820 shares of the Corporation's Series "A" Preferred Stock, par value $.01
per share ("Series "A" Preferred Stock") (individually, "Stock", and
collectively, the "Stock"). Each share is entitled to one vote.

As of March 31, 2008, the Corporation holds treasury stock of 119,500 shares of
Common Stock and 16,919 shares of Series "A" Preferred Stock. Treasury shares
may not vote.

Quorum Requirements

The presence in person or by proxy, of shareholders entitled to cast 35% of all
the votes entitled to be cast at the Annual Meeting constitutes a quorum for the
transaction of business. If a quorum is not present at the meeting, the meeting
will be adjourned to solicit additional proxies.

Effect of Abstentions and Broker Non-Votes

Proxies received but marked as abstentions and "broker non-votes", that may
result from beneficial owners' failure to give specific instructions to their
brokers or other nominees holding in "street name" will be counted as "present"
to determine whether there is a quorum. However, abstentions and "broker
non-votes" will have the effect of a vote against a proposal requiring the
affirmative vote of a certain percentage of shares outstanding. A broker will
vote shares held by the broker only if the holder of the shares provides the
broker with instructions how to vote. A properly signed proxy marked "Withhold
Authority" with respect to the election of one or more directors will not be
voted for the directors so indicated but will be counted to determine whether
there is a quorum.

If there are insufficient holders of shares of stock present to constitute a
quorum or insufficient affirmative votes to approve any matter presented for
approval, the Annual Meeting may be postponed or adjourned one or more times to
permit for solicitation of proxies. Directors are elected by plurality vote. A
majority of the votes cast at a meeting of stockholders duly called and at which
a quorum is present will be sufficient to approve any other matter which may
properly come before the meeting, unless more than a majority of votes cast is
required by statute or by the bylaws of the Corporation.

Shares of stock represented by properly executed and returned Proxies, unless
revoked, will be voted at the Annual Meeting in accordance with the instructions
thereon. If a properly executed and returned Proxy contains no instructions, it
will be voted: (1) for the election to the Board of the persons specified on the
Proxy; (2) for approval of the Corporations new name as specified in the Proxy.
The Corporation's directors do not know of any matter that will be presented for
consideration at the Annual Meeting other than the proposals described in this
Proxy Statement.

Revocability of Proxies

Any shareholder giving a Proxy pursuant to this solicitation has the power to
revoke that Proxy at any time before the shares to which it relates are voted
either (i) by filing with the Corporation, at its principal executive offices,
written notice of revocation on a duly executed Proxy bearing a later date, or
(ii) by attending the Annual Meeting, withdrawing the Proxy, and voting in
person.

Householding

"Householding" is a program, approved by the Securities and Exchange Commission
(the "SEC"), which allows companies and intermediaries (e.g., brokers) to
satisfy the delivery requirements for proxy statements and annual reports by
delivering only one package of stockholder proxy material to any household at
which two or more stockholders reside. If you and other residents at your
mailing address own shares of our common stock in street name, your broker or
bank may have notified you that your household will receive only one copy of our
proxy materials. Once you have received notice from your broker that they will
be "householding" materials to your address, "householding" will continue until
you are notified otherwise or until you revoke your consent. If, at any time,
you no longer wish to participate in "householding" and would prefer to receive
a separate proxy statement, or if you are receiving multiple copies of the proxy
statement and wish to receive only one, please notify your broker if your shares
are held in a brokerage account. If you hold shares of our common stock in your
own name as a holder of record, "householding" will not apply to your shares.

GENERAL CORPORATION INFORMATION

Directors and Executive Management

The Board, which currently consists of the four individuals listed below,
directs the management of the Corporation's business. Directors Blackburn,
Grainer and Jones are Independent Directors. Director Wrensen is the
Corporation's Chairman, Chief Executive Officer, President and Chief Financial
Officer and is a Non-Independent Director.

The Corporation's current directors, respective positions and status:

Directors:

Name Position Status
---- -------- ------
Richard J. Wrensen .............. Class III Director and Non-Independent
Chairman of the Board
Alan R. Jones ................... Class I Independent
Director
Ace J. Blackburn, Jr............. Class II Independent
Director
James L. Grainer ................ Class III Independent
Director

The Corporation's current executive officers and their positions:

Executive Officers:

Name Position
---- --------
Richard J. Wrensen .............Chairmen, Chief Executive Officer, President
and Chief Financial Officer
Gregory Bronshvag ..............Vice President of Operations and Corporate
Secretary

Board Committees

The Board's standing committees and a summary of each committee's
responsibilities follows.

Audit Committee. The members of the Audit Committee are independent (as
independence is defined in Section 121(A) of the American Stock Exchange listing
standards). The Audit Committee:

1. Appoints the Corporation's independent registered public accounting
firm (pursuant to the Sarbanes-Oxley Act of 2002) and reviews the
arrangements for and the scope of the audit conducted by those
accountants;
2. Reviews the Corporation's accounting functions and operations;
3. Considers the adequacy and effectiveness of the system of accounting
controls, including any proposed corrective actions;
4. Reviews and monitors the Corporation's policies regarding legal and
regulatory requirements, business ethics and conflicts of interest;
and
5. Discusses with management and the independent accountants the
Corporation's draft annual financial statements, key accounting and
reporting matters and assess the independence and performance of the
independent accountants.

The Audit Committee for the year ended December 31, 2007 consisted of Directors
Grainer (Chairman), Jones and Blackburn. Messrs. Grainer, Jones and Blackburn
are all qualified by the Board of Directors as Financial Experts. The Audit
Committee's charter is available at the Company's website www.caitreit.com.

Nominating and Corporate Governance Committee. The members of the Nominating and
Corporate Governance Committee are independent directors (as independence is
defined in Section 121(A) of the American Stock Exchange listing standards). The
Nominating and Corporate Governance Committee:

1. Recommends nominees for election or re-election as Directors for each
annual shareholder meeting;
2. Recommends candidates to be elected by the Board as necessary to fill
vacancies and newly created directorships;
3. Recommends a Director to serve as Chairman of the Board of Directors;
4. Oversees the annual evaluation of the Board; and
5. At least annually reviews and assesses the adequacy of corporate
governance policies and recommends any proposed corporate governance
policy changes to the Board.

The Nominating and Corporate Governance Committee for the year ended December
31, 2007 consisted of Directors Jones (Chairman), Grainer and Blackburn. The
Nominating and Corporate Governance Committee's charter is available at the
Company's website www.caitreit.com.

Compensation Committee. The members of the Compensation Committee are
independent directors (as independence is defined in Section 121(A) of the
American Stock Exchange listing standards). The Compensation Committee:

1. Negotiates the terms of employment for the Company's Named Executive Officer;
2. Recommends the Director's compensation; and 3. Oversees the Company's 1998
Incentive Stock Option Plan.

The Nominating and Corporate Governance Committee for the year ended December
31, 2007 consisted of Directors Blackburn (Chairman), Grainer and Jones.

Executive Committee. The Executive Committee is empowered to exercise any of the
Board's powers over the Corporation's business affairs except those powers
specifically reserved to the full Board, the Audit Committee, the Nominating and
Corporate Governance Committee, the Compensation Committee or the shareholders.
The Executive Committee consists of the Company's CEO and all standing Committee
Chairman.

Board and Committee Meetings

During 2007, the Board of Directors held ten regular Directors' meetings, the
Audit Committee held five meetings (at least one meeting was held each quarter),
the Nominating and Corporate Governance Committee held three meetings, the
Compensation Committee held three meetings and the Executive Committee held no
meetings. The Independent Directors also met twice as a group in executive
session, without the attendance of management or the Non-Independent Directors,
to review the Company's affairs. During 2007, each Director attended at least
75% of the Board and 75% of the committee meetings (either in person or by
telephonic conference calls) that they were eligible to attend.

The Company encourages all Directors to attend the 2008 Annual Meeting of
Shareholders. The 2007 Annual Meeting was attended by Directors Blackburn,
Grainer, Jones, and Wrensen.

Executive Officers

The business experience of each of the Corporation's executive officers is set
forth below.

Richard J. Wrensen, age 52, has served as Chairman since March 10, 2008,
President and Chief Executive Officer of the Corporation, since December 29,
2006 and from 1997 until present as Chief Financial Officer. As a Class III
Director, his term expires in 2008. From December, 1997 until June, 2006, Mr.
Wrensen was an officer and shareholder of Capital Alliance Advisors Inc. During
1997 Mr. Wrensen was Senior Vice-President of Finance and Chief Financial
Officer with a Japanese merchant builder and from 1987 to 1997 was Chief
Financial Officer of a national real estate investment firm. From 1985 through
1986, Mr. Wrensen provided strategic management consulting with an international
strategy management consulting firm. Mr. Wrensen became a Certified Public
Accountant in 1979. He earned a Masters of Business Administration from the Hass
School of Business, University of California, Berkeley and a B.S. Accounting
from the University of Florida.

Gregory Bronshvag, age 40, has served as Vice President and Secretary of the
Corporation since March 12, 2007. From April, 2001 until March, 2006, Mr.
Bronshvag was an operations analyst and staff accountant for CAAI. Mr. Bronshvag
was a high school mathematics teacher in the San Francisco Unified School
District from 1993 until 2000. Mr. Bronshvag earned a Masters of Business
Administration from the Keller Graduate School of Management, Devry University
and a B.S. in Applied Mathematics from the Johns Hopkins University in
Baltimore, Maryland.

Stock Holdings of Management and Directors

The following table sets forth certain information regarding beneficial
ownership of the Corporation's Common and Preferred Stock as of March 31, 2008
by (1) the Corporation's executive officer, (2) each Director as of such date,
(3) all Directors and executive officers as a group and (4) each person that
beneficially owns more than five percent of the Corporation's Common and
Preferred Stock.

Unless otherwise indicated in the footnotes to the table, the beneficial owners
named have, to the knowledge of the Corporation, sole voting and investment
power with respect to the shares beneficially owned, subject to community
property laws where applicable.

Number of Shares Percentage of Net Shares
Beneficially Owned Outstanding
Name of Officer/Director Common Preferred Common Preferred
- ------------------------ ------- --------- ------ ---------

Richard J. Wrensen (1) 103,675 4,140 27.2% 2.1%
Ace J. Blackburn, Jr. 100 0 * 0
James L. Grainer (2) 400 0 * 0
Alan R. Jones 100 0 * 0
Gregory Bronshvag 1,100 375 * *
------- ----- ----- -----
All directors and executive
officers as a group 105,375 4,515 27.7% 2.1

- --------------------------------------------------------------------------------

380,532 Common Shares Outstanding
196,901 Preferred Shares Outstanding
* Represents less than 1% of outstanding shares.

(1) Includes spousal ownership of 18,600 shares of Common Stock and 3,464
Series "A" Preferred shares, in which Mr. Wrensen claims no beneficial
interest. Mr. Wrensen's unexercised options to purchase 38,405 shares of
Common Stock are not included.

(2) Mr. Grainer's unexercised options to purchase 1.750 shares of common stock
are not included.

Stock Holdings of Certain Beneficial Owners

Number of Shares Percentage of Net Shares
Beneficially Owned Outstanding
Name of Officer/Director Common Preferred Common Preferred
- ------------------------ ------- --------- ------ ---------

Thomas B. Swartz (1) 5,133 2,512 1.3% 1.3%
Dennis R. Konczal (2) 17,632 984 4.6% *
Capital Alliance Advisors, Inc. (3) 25,618 3,661 6.7% 1.9%
Hermilio R. Zachario (4) 0 16,334 0 8.3%
Frank G. Spottke (4) 0 15,828 0 8.0%

(1) Includes spousal ownership of 633 Series "A" Preferred Shares, in which Mr.
Swartz claims no beneficial interest. Mr. Swartz's unexercised options to
purchase 50,816 shares of Common Stock are not included.

(2) Mr. Konczal's unexercised options to purchase 38,124 shares of Common Stock
are not included.

(3) Messrs. Swartz and Konczal are officers and directors of Capital Alliance
Advisors, Inc. The voting control of 25,618 Common Shares and 3,661 Series
"A" Preferred Shares is unknown.

(4) Private investor.

Certain Relationships and Related Transactions

Mr. Swartz served as Capital Alliance Income Trust's Chief Executive Officer and
Mr. Konczal served as Capital Alliance Income Trust's President and Chief
Operating Officer until December 29, 2006. Messrs. Swartz and Konczal also
continued to serve as Directors of Capital Alliance Income Trust until March 8,
2008 and November 27, 2007, respectively.

Messrs. Swartz and Konczal are the 100% beneficial owners of the Former Manager.
Until December 29, 2006, the Corporation had a Management Agreement and a Loan
Origination and Servicing Agreement, with the Former Manager. Pursuant to these
contractual agreements, the Corporation received on a non-exclusive basis
management and mortgage banking services to conduct its operations. Both
contracts were cancelled December 29, 2006. The Corporation paid a $500,000
non-renewal fee to discontinue the Management Agreement. The amounts paid for
services provided to the Corporation under the Management Agreement and the Loan
Origination and Servicing Agreement for the year ended December 31, 2006 were
$202,943 and $422,247, respectively.

To facilitate the transition to self management, on December 29, 2006, the
Company entered into a new, short term, Loan Servicing Agreement with the Former
Manager to facilitate the administration and loan servicing of the existing
mortgage portfolio and foreclosed mortgages. Pursuant to the contract, the
Former Manager received $50 per month per mortgage loan and $500 per month per
foreclosed mortgage. The contract was cancelled June 30, 2007. The amount paid
for services provided to the Corporation for the term ended June 30, 2007 was
$15,500.

Until June 30, 2006, Mr. Wrensen was a shareholder, officer and director of the
Former Manager. Effective June 30, 2006, Mr. Wrensen sold his ownership interest
in the Former Manager and resigned as an officer and director. Mr. Wrensen
continues to serve as an officer and Director of Capital Alliance Income Trust.

Capital Alliance Income Trust's Directors have a fiduciary duty and obligation
to resolve any conflicts of interest by exercising the utmost good faith and
integrity. This responsibility is also recognized in the Corporation's Code of
Ethics available at its website www.caitreit.com. Additionally, the Bylaws
provide that the Directors and their affiliates must upon request by the
Directors disclose any investments which are within the purview of Capital
Alliance Income Trust's investment policies.

PROPOSAL ONE - ELECTION OF DIRECTORS

The Bylaws of the Corporation provide for a variable Board of Directors with a
range between three and seven members. The Board of Directors currently consists
of four members comprised of three Independent Directors (Blackburn, Grainer and
Jones) and one Non-Independent Directors (Wrensen). The Company has a corporate
governance policy of maintaining a majority of Independent Directors.

The Directors are divided into three classes. Each class of Directors serves for
a staggered three-year term. The Class I Director is Mr. Jones (who was elected
at the 2007 Annual Meeting for a term which expires in 2009). The Class II
Director is Mr. Blackburn (who was elected at the 2007 Annual Meeting for a term
to expire in 2010). The Class III Directors are Messrs. Wrensen and Grainer
(whose term expires in 2008 and are nominated for election).

On the recommendation of the Nominating and Corporate Governance Committee, the
Board of Directors has nominated Richard J. Wrensen and James L. Grainer for
election by the shareholders to serve as Directors. The nominees are appointed
Directors with terms expiring at the Annual Meeting. The nominees have agreed to
serve, if elected, and management has no reason to believe that the nominee will
be unavailable to serve. Unless otherwise instructed, the proxy holders will
vote Proxies received by them in favor of the election of the nominee named
below. However, if the nominee becomes unavailable for election for any reason,
the shares represented by those Proxies will be voted for any substitute nominee
designated by the Nominating and Corporate Governance Committee and approved by
the Board of Directors. Assuming that a quorum is present, a plurality of all
the votes cast at the Annual Meeting will be sufficient to elect a nominee as a
Director. For purposes of the election of directors, abstentions will not be
counted as votes cast and will have no effect on the result of the vote,
although they will be counted in determining the presence of a quorum.

The Corporation's Bylaws provide a procedure for shareholder nomination of
persons for election to the Board of Directors. Please see "Stockholder
Proposals and Stockholder Nominations".

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES
LISTED BELOW, AND, IN THE ABSENCE OF INSTRUCTIONS TO
THE CONTRARY, PROXIES SOLICITED IN CONNECTION WITH THIS
PROXY STATEMENT WILL BE SO VOTED.

The following presents information concerning the person nominated for election
at the Annual Meeting to the Board of Directors:

Nominees for Election as Class III Directors for Term Expiring in 2011

Richard J. Wrensen
Biographical information for Mr. Wrensen is set forth in the section of this
Proxy Statement entitled "General Corporation Information: Executive Officers."

James L. Grainer, 54 years of age, is a principal of the Chattergy Group.
Previously, Mr. Grainer was the President and Chief Financial Officer of
GreenShift Corporation, a publicly listed company focused on the alternative
energy and environmental sectors. Mr. Grainer also worked as a Managing Director
in investment banking with Zanett Securities and Prudential Securities. As a
Certified Public Accountant, Mr. Grainer worked in Deloitte-Touche's New York
office providing tax and business advisory services to a diversified group of
clients.

Directors Continuing In Office

Ace J. Blackburn Jr., 52 years of age, is the Senior Vice President and Chief
Financial Officer of Trango Systems, Inc. and Z-Communications, Inc. Trango and
Z-Communications are affiliated companies headquartered in San Diego,
California. Trango has a global presence fixed wireless products and
Z-Communications manufactures electrical components. Prior to 2005, Mr.
Blackburn was a litigation and defense partner at Cooney, Mattson, Lance,
Blackburn, Richards & O'Connor where he worked with and advised many Fortune 100
companies on defense litigation and business issues. He graduated from Brown
University with a BA in economics and has an MBA and JD from the University of
Miami in Florida.

Alan R. Jones, 53 years of age, has worked in investment management consulting,
venture capital and investment banking. Since 2004 he has served as Managing
Partner of A.R. Jones & Associates, LLC, a placement agent specialized in
investment management, private equity and commercial real estate. In 2000, Mr.
Jones co-founded Rampant Venture Group, a venture capital firm, and served as a
Managing Partner. Previously, Mr. Jones worked in institutional sales and
trading for Morgan Stanley and Salomon Brothers in both New York City and San
Francisco. Mr. Jones is a Trustee of Phillips Exeter Academy and a Board member
of the Student Conservation Association, where he chairs the Investment
Committee. He earned a Masters of Business Administration from the Wharton
School at the University of Pennsylvania and a B.S. from Dartmouth College.

PROPOSAL TWO - APPROVAL OF AMENDEMENT TO CHANGE CORPORATE NAME

The Board of Directors has approved an amendment to Article One of the
Corporation's restated Certificate of Incorporation to change the name of the
Corporation from "Capital Alliance Income Trust" to "Eastern Light Capital,
Incorporated" and it is attached as Exhibit A. Pursuant to the termination
agreement with the Former Manager, the Corporation is required to surrender use
of the name "Capital Alliance" by June 30, 2008. The Corporation has reserved
this name with the Delaware Secretary of State. The Corporation will continue to
operate as a Delaware corporation. Section 242 of the Delaware General
Corporation Law requires approval of a majority of the outstanding stock entitle
to vote and a majority of the outstanding stock of each class (common and
preferred) to vote in favor of a corporate name change.

The name "Eastern Light" was chosen due to its logo, trademark and branding
potential. The term "Eastern Light" is a Latin expression for the sunrise ("Ex
oriente, lux" - "From the East, the light") and often was the signal for the
Roman legion to coordinate maneuvers. The term "Eastern Light" also includes the
emerging economic and political significance of the Far East (China, India,
etc.).

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
"FOR" THE PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF
INCORPORATION TO CHANGE THE NAME OF THE CORPORATION TO
THE NAME LISTED BELOW, AND, IN THE ABSENCE OF INSTRUCTIONS
TO THE CONTRARY, PROXIES SOLICITED IN CONNECTION WITH THIS
PROXY STATEMENT WILL BE SO VOTED.

"Eastern Light Capital, Incorporated"

OTHER BUSINESS

At this date, management knows of no other matters proposed to be brought before
the Annual Meeting. If any other business should properly come before the Annual
Meeting for shareholder action, the named proxies will vote the shares
represented by the Proxies in accordance with their best judgment.

EXECUTIVE COMPENSATION

Executive Compensation Discussion and Analysis

2006 - Before Self Management
- -----------------------------

Prior to December 29, 2006, management of the Company's was contractually
outsourced to Capital Alliance Advisors, Inc. ("Former Manager"). During 2006,
the Company's officers served without receiving any direct compensation, other
than previously granted and exercisable stock options. The Corporation's
officers, however, were also compensated through the Management and Loan
Origination and Servicing contracts that benefited them through their ownership
of the Former Manager.

2007 Forward - Since Self Management
- ------------------------------------

The philosophy of the Compensation Committee of the Corporation's Board of
Directors is performance based. At year end 2007, the Compensation Committee and
Mr. Wrensen agreed to waive Mr. Wrensen's $25,000 year end bonus due, to the
severity of the Corporation's losses. The Compensation Committee also accepted
Mr. Wrensen's deferral of a $10,000 scheduled salary increase, unless the
Corporation returns to profitability during the fiscal year ending December 31,
2008.

During 2008, the Committee will seek to closely align executive compensation
with individual and Company performance, both on a short-term and long-term
basis, through a mixture of annual discretionary cash bonuses and performance
based equity option awards. The Chief Executive's compensation includes
individual health, life, disability, severance and a matching Company
contribution, up to the legal limit, for participation in a Company sponsored
Simple Individual Retirement Account.

Management Compensation

On December 29, 2006, the Former Manager's Management and Loan Origination and
Servicing contracts were terminated The termination provided the Former Manager
a one time payment of $500,000 and Mr. Konczal received a two month extension of
one half of his previously granted stock option awards

During 2006, pursuant to the Management Agreement, the Former Manager received a
monthly management fee, a monthly real property administration fee and quarterly
incentive compensation. The management fee was one-twelfth (1/12) of 1% annually
of the book value of mortgages, mortgage related investments and real property
plus one-twelfth of one half percent (1/2%) of the book value of the
non-mortgage assets computed at the end of each month. The real property
administration fee was $500 per month for each property acquired by mortgage
foreclosure. Incentive compensation was 25% of the generally accepted accounting
principles Net Income (after payment of the preferred dividend) in excess of an
annualized return on common equity for such quarter equal to the ten year U.S.
Treasury Rate plus 2.00% (provided that the payment of incentive compensation
did not reduce the annualized return on common equity for such quarter to less
than the ten year U.S. Treasury Rate). The Former Manager also received an
administration fee up to 25 basis points on mortgage fundings as reimbursement
of overhead.

Pursuant to the Loan Origination and Servicing Agreement, the Former Manager
received a monthly loan origination and servicing fee equal to one-twelfth
(1/12) of 2% annually of the book value of mortgages, mortgage related
investments and real property computed at the end of each month.

On December 29, 2006, the Corporation entered into a new short term Loan
Servicing Agreement with the Former Manager to facilitate the administration and
loan servicing of the existing mortgage portfolio and foreclosed mortgages
during the transition to self management. The new Loan Servicing Agreement was
cancellable by either party upon 30 days notice prior to the end of a calendar
quarter (March, June, September, December). Pursuant to the contract, the Former
Manager received $50 per month per mortgage loan and $500 per month per
foreclosed mortgage. The contract was cancelled June 30, 2007.

Cash Compensation Table

The following table summarizes the Former Manager's 2006 and 2007 compensation:

Category 2006 Amount 2007 Amount
-------- ----------- -----------
Management Fees $ 196,943 $ --
Real Property Administration $ 6,000 $ --
Incentive Compensation $ -- $ --
Mortgage Funding $ 28,220 $ --
Loan Originating and Servicing $ 394,027 $ 15,500

Named Executive Officer Compensation

Until December 29, 2006, Mr. Swartz was the Chief Executive Officer and Mr.
Konczal was the President of the Corporation. Messrs. Swartz and Konczal were
also owners and employees of the Former manager. During 2006, Mr. Swartz
received no executive compensation directly from the Corporation, other than the
exercisability of previously granted stock options. During 2006, Mr. Konczal
received no executive compensation directly from the Corporation, other than the
exercisability of previously granted stock options and a two month extension of
one half of Mr. Konczal's previously granted stock options.

Effective June 30, 2006, Mr. Wrensen resigned as an employee of the Former
Manager and sold his ownership interest. Mr. Wrensen retained his position as
Chief Financial Officer of the Corporation. Upon the sale of his interest,
Messrs. Swartz and Konczal owned 100% of the Former Manager.

On December 29, 2006, Mr. Wrensen became the Corporations first employee and was
appointed President and Chief Executive Officer. Mr. Wrensen also retained the
title of Chief Financial Officer. During 2006, Mr. Wrensen received no executive
compensation directly by the Corporation for his services as Chief Financial
Officer or as Chief Executive Officer and President, other than the
exercisability of previously granted stock options.

Subsequent to Mr. Wrensen's appointment as President and Chief Executive
Officer, the Compensation Committee approved a 30 months employment term with a
base salary of not less than $15,000 per month, an annual discretionary bonus of
up to 25% of the base salary and a discretionary award of common share equity
options. Mr. Wrensen also receives individual health insurance, life insurance,
disability insurance and a matching Company contribution, up to the legal limit,
for participation in a Company sponsored Simple Individual Retirement Account.

Summary Compensation Table

The following table presents the total compensation paid by the Corporation to
our Named Executive Officers during the year ended December 31, 2007 and 2006,
respectively.

Name Year Salary Bonus Stock All Other Total
Award (1) Comp.(2)
Richard Wrensen 2006 $ --- $ --- $ --- $ --- $ ---
2007 $180,000 $ --- $ --- $ 7,800 $ 187,800
Thomas Swartz 2006 $ --- $ --- $ --- $ --- $ ---
Dennis Konczal 2006 $ --- $ --- $ 23,665 $ --- $ 23,665
Gregory Bronshvag 2007 $ 72,600 $ --- $ --- $ 4,237 $ 81,837

(1) Pursuant to the 2006 termination of the Management Agreement between the
Corporation and the Former Manager, Mr. Konczal received a two month
Expiration Date extension for one half of 38,162 options (which were
previously granted pursuant to the 1998 Stock Option Plan). The Company's
2006 financial statement expense for the option extension was $23,665.

(2) Pursuant to the sale of his interest in the Former Manager, if the
Management Agreement between the Former manager and the Corporation did not
terminate before October 1, 2006, Mr. Wrensen would provide independent
consulting services to the Corporation. Commencing October 1, 2006, Mr.
Wrensen received compensation of $10,776 per month from the Former Manager,
until the earlier of the termination of the Management Agreement between
the Corporation and the Former Manager or December 31, 2006. The Management
Agreement terminated December 29, 2006. Mr. Wrensen's remuneration was
$32,328. The Corporation did not reimburse the Former Manager for this
expenditure.

Equity Awards Table

The following table sets fourth the outstanding stock options as of December 31,
2007, for each individual who served as a Named Executive Officers during 2007:

Estimated Estimated
Name Number of Fair Market Fair Market
Granted Number of Number of Value of Value of
Options Exercisable Unexercisable Expiration Exercise Exercisable Unexercisable
Outstanding Options Options Date Price ($) Options Options
- ------------------ ----------- ----------- ------------- ---------- --------- ----------- -------------

15,000 15,000 0 22-Sep-08 $13.50 $4,658 $0
Richard J. Wrensen 8,966 8,966 0 9-Feb-11 $ 9.06 $15,075 $0
5,354 5,354 0 2-Feb-10 $ 9.00 $ 8,889 $0

Gregory Bronshvag 0 0 0 --- --- --- ---

During 2007, no new stock options were granted and no stock options were
exercised.

Equity Compensation Plan Information

The Company has one equity compensation plan, the 1998 Incentive Stock Option
Plan ("Plan"), which was approved by the shareholders on June 24, 1998. The
purpose of the Plan is to provide performance based compensation in order to
attract, retain and motivate the Company's key employees, officers, Directors
and any other individual or entity performing services for the Company.

The exercise price of all options will not be less than 100% of the fair market
value of the Common Stock on the date of the award. No option term may exceed
ten years from the date of the grant and no option grant may be made under the
plan after the tenth anniversary of the date the Plan was adopted by the Board
(April 16, 1998).

The Board may amend the Plan at any time, except that approval by the Company's
shareholders will be required for any change that materially increases benefits
accruing to the Plan's participants. Options that expire, are terminated or are
surrendered will be available for issuance in connections with future awards
under the Plan. The Plan is administered by the Compensation Committee.

The following table summarizes the Plan's outstanding awards and options
remaining available for issuance into Common Stock. Each option is exercisable
for one share of Common Stock.

Equity Compensation Plan Number of Options Issued Weighted Average Exercise Number of Options
and Outstanding Price of Outstanding Remaining Available for
Options Future Issuance *
- --------------------------- ------------------------ ------------------------- -----------------------

1998 Incentive Stock Option 118,260 $10.64 55,335
Plan

* - Excludes the potential reissuance of currently issued and outstanding
options.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation
Discussion and Analysis with management. The principal management executive
involved in these discussions was the Chief Executive Officer.

Based on this review and discussion, the Committee recommended to the Board of
Directors that the Compensation Discussion and Analysis be included in this
Proxy Statement.

Respectfully submitted by the Compensation Committee: Ace J. Blackburn, Jr.
(Chairman), James L. Grainer and Alan R. Jones

DIRECTOR COMPENSATION

During 2007, the Corporation's Independent Directors received an annual retainer
of $10,000, payable quarterly, for serving on the board, plus a $500 meeting fee
per regular board or committee meeting. Directors are also eligible to
participate in the 1998 Stock Option Plan. Non Independent Director Thomas
Swartz received a retainer of $15,400, payable quarterly, for serving as
Non-Executive Chairman of the Board, plus a $500 per board meeting fee. Dennis
Konczal, a Non-Independent Director, received a $500 meeting fee per regular
board meeting. Richard Wrensen, the Corporation's Chief Executive Officer and a
Non-Independent Director was not compensated for serving on the Board of
Directors. Directors qualify for reasonable reimbursement of expenses incurred
in attending board or committee meetings.

The following table presents the components of compensation received by
non-employee directors during the twelve months ended December 31, 2007.

Name Fees and Stock Awards All other Total
Retainers Earned Compensation
(Paid in Cash)
- -------------------- ---------------- ------------ ------------- -------

James L. Grainer $20,250 $ --- $ --- $20,250
Alan R. Jones $14,861 $ --- $ --- $14,861
Ace J. Blackburn, Jr. $7,694 $ --- $ --- $7,694
Thomas B. Swartz $20,600 $ --- $ --- $20,600
Dennis R. Konczal $5,000 $ --- $ --- $5,000
Stan Brooks $8,500 $ --- $ --- $8,500
Thomas Fehn $3,500 $ --- $ --- $3,500

STOCKHOLDER PROPOSALS AND NOMINATIONS

The Bylaws of the Corporation provide a procedure for shareholder proposals and
shareholder nominations of persons for election to the Board of Directors. That
Procedure provides that any shareholder intending to present a proposal or
nomination for election of one or more Directors at the Annual Meeting must
deliver a written notice to the Corporation's Secretary at the Corporation's
principal executive offices by personal delivery, registered mail, or
telegraphic or facsimile transmission and be actually received by the Secretary
of the Corporation on a date in the current year which corresponds to a date at
least one-hundred twenty (120) days before the date on which the Corporation
first mailed its proxy materials for the prior year's annual meeting of
shareholders.

Any such notice of a stockholder proposal from a shareholder to the
Corporation's Secretary must set forth as to each matter such shareholder
proposes to bring before the meeting (i) a reasonably detailed description of
the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting, (ii) the name and the business and
residence address of the shareholder proposing such business, (iii) the class
and number of shares of stock of the Corporation which are owned by such
shareholder, (iv) any material interest of such shareholder in such business;
and (v) any other information that is required to be provided by such
shareholder pursuant to the Securities Exchange Act of 1934, as amended, and the
rules and regulations there under.

If the shareholder's notice to the Corporation's Secretary proposes to nominate
one or more individuals for election or reelection as Director, that notice must
set forth (i) the name and address of the shareholder who intends to make the
nomination and of the Person or Persons to be nominated; (ii) a representation
that the shareholder is a holder of record of stock of the Corporation entitled
to vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the Person or Persons specified in the notice; (iii) a
description of all arrangements or understandings between the shareholder and
each nominee and any other Person or Persons (naming such Person or Persons)
pursuant to which the nomination or nominations are to be made by the
shareholder; (iv) the consent of each nominee to serve as a Director if so
elected; and (v) such other information regarding each nominee proposed by such
shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities Exchange Act of 1934, as amended,
had the nominee been nominated, or intended to be nominated, by the Board of
Directors.

If the shareholder's notice to the Secretary proposes to bring other business
before the meeting, that notice must include a brief description of (i) that
business, (ii) the reasons for conducting that business at the meeting, and
(iii) any material interest in that business held by that shareholder (and by
the beneficial owner, if any, on whose behalf the proposal is made). If a
shareholder proposal or nomination is not made in accordance with the procedure
set forth above, the Chairman of the Annual Meeting shall (i) determine and
declare at the Annual Meeting that the proposed business or nomination was not
properly brought before the Annual Meeting in accordance with the procedures set
forth in the Bylaws and (ii) direct that the business not be transacted or that
the defective nomination be disregarded.

AUDIT COMMITTEE REPORT

Composition

The Audit Committee of the Board of Directors is composed of three directors,
all who are independent, as required by American Stock Exchange ("AMEX") rules.
The Committee operates under a written charter adopted by the Board of
Directors. The charter is available at the Company's website www.caitreit.com
and it is attached as Exhibit A. The members of the Audit Committee for the year
ended December 31, 2007 are James L. Grainer (Chairman), Alan R. Jones and Ace
J. Blackburn, Jr.

Responsibilities

The responsibilities of the Audit Committee include selecting an accounting firm
to be engaged as the Corporation's independent accountants. Management is
responsible for the Corporation's internal controls and financial reporting
process. The independent accountants are responsible for performing an
independent audit of the Corporation's financial statements in accordance with
generally accepted auditing standards and for issuing a report thereon. The
Audit Committee's responsibility is to assist the Board in overseeing these
processes. Pursuant to the Sarbanes-Oxley Act of 2002, the Audit Committee has
the sole power to appoint the independent registered public accountants to
provide auditing services.

Review with Management and Independent Accountants

The Audit Committee is required to meet and hold quarterly discussions with
management and the independent accountants and has done so at least quarterly
during 2007. The Audit Committee discussions included not just the
acceptability, of the accounting principles used in preparing the financial
statements, but the reasonableness of the significant accounting judgments and
estimates and the clarity of disclosure in the financial statements. The Audit
Committee has reviewed and discussed the audited financial statements with
management and has discussed with the independent auditors the matters required
by Statement of Auditing Standards 61 ("Communication with Audit Committees").
The Audit Committee has received the written disclosures letter from the
independent accountants required by Independence Standards Board Standard No.1
and has discussed with the independent accountant, the independent accountant's
independence. Management has represented to the Audit Committee that the
Corporation's financial statements were prepared in accordance with accounting
principles generally accepted in the United States.

Summary

Based upon the representations of management, and the report by the independent
accountants to management, the audited financial statements were approved by the
Audit Committee for inclusion in the Corporation's Annual Report on Form 10-KSB
for the year ended December 31, 2007, as filed with the Securities and Exchange
Commission.

This report is submitted by the Audit Committee: James L. Grainer (Chairman),
Alan R. Jones and Ace J. Blackburn, Jr.

ADDITIONAL ACCOUNTANT INFORMATION

The Audit Committee has preliminarily engaged Rothstein, Kass & Company LLP,
independent auditors, to audit the Corporations consolidated financial
statements for the year ending December 31, 2007. Rothstein, Kass & Company LLP
has provided independent public accounting services to the Corporation since
2005. The Audit Committee may in its discretion at any time direct the
appointment of different independent auditors, if the Audit Committee determines
that such a change would be in the best interests of the Corporation and its
shareholders.

A representative of Rothstein, Kass & Company LLP is expected to be present at
the Annual Meeting, will have an opportunity to make a statement and is expected
to be available to answer appropriate questions.

Accountant Fees

Rothstein, Kass & Company LLP audited the Corporation's financial statements and
otherwise acted as the Corporation's independent registered public accounting
firm with respect to the fiscal year ended December 31, 2007 and 2006,
respectively. Mowat, Mackie and Anderson CPA's provided the Corporation with tax
compliance and reporting services for the fiscal year ended December 31, 2007.
The expenses incurred for these services are summarized below:

Service Fiscal Year 2007 Fiscal Year 2006 Accountants

Audit Fees $ 74,785 $ 68,016 Rothstein, Kass & Company
Audit-Related Fees $ 6,000 $ 5,500 Rothstein, Kass & Company
Tax Fees $ 7,200 $ 6,500 Mowat, Mackie and Anderson
All Other Fees $ --- $ --- ----------
-------- --------
Total Fees $ 87,985 $ 80,016
======== ========

Pre-Approval Policy for Audit and Non-Audit Services

The Audit Committee's policy is to review and pre-approve the scope, terms and
related fees of all auditing services provided by the registered independent
public accountants, subject to the de minimus exceptions for non-audit services
which are approved by the Audit Committee prior to the completion of the audit.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES ACT OF 1934

Section 16(a) of the Securities Act of 1934 requires the Corporation's Directors
and executive officers, and persons who own more than ten percent of a
registered class of the Corporation's securities to file with the Commission
initial reports of ownership and reports of changes in ownership of the Common
Stock and other equity securities of the Corporation. Officers, Directors and
greater than ten percent stockholders are required by the Commission's
regulations to furnish the Corporation with copies of all Section 16(a) forms
they file.

To the best of the Corporation's knowledge, all Section 16(a) filing
requirements applicable to its Officers and Directors have been satisfied by
such persons for the fiscal year which ended December 31, 2007.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Corporation's Annual Report on Form 10-KSB for the year ended December 31,
2007, and is incorporated herein by reference.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the date of
the meeting or any adjournment or postponement thereof shall be deemed to be
incorporated by reference herein and made a part hereof from the date of the
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Proxy Statement to the extent that a statement
contained herein or in any other document subsequently filed with the Commission
which also is deemed to be incorporated by reference herein modified or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Proxy Statement.

The Company will provide without charge to each person to whom a copy of this
Proxy Statement is delivered, upon the written or oral request of such person, a
copy of any or all of the documents incorporated by reference herein (not
including the exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents). Requests for such copies should be
directed to Capital Alliance Income Trust Ltd., 100 Pine Street, Suite 2450, San
Francisco, California 94111, Attention: Gregory Bronshvag, Corporate Secretary.

MISCELLANEOUS

The proxy statement and the accompanying Proxy are being solicited by the order
of the Directors, and all costs related to this solicitation will be borne by
the Corporation. Proxies may be solicited by mail, telephone, or telegram or in
person. The Manager of the Corporation will request banks, brokerage houses, and
other institutions, nominees, or fiduciaries that hold shares in their names to
forward the solicitation materials to the beneficial owners thereof, and the
Corporation will reimburse those persons for their reasonable expenses in so
forwarding these materials. Directors and officers and regular employees of the
Company may, without additional compensation, solicit Proxies by telephone or
telegram or in person.

BY ORDER OF THE DIRECTORS,

Gregory Bronshvag
Corporate Secretary

San Francisco, California
May 29, 2008

EXHIBIT A - AMENDMENT TO CHANGE CORPORATE NAME

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of CAPITAL ALLIANCE INCOME
TRUST, LTD, resolutions were duly adopted setting forth a proposed amendment of
the Certificate of Incorporation of said corporation, declaring said amendment
to be advisable and calling a meeting of the stockholders of said corporation
for consideration thereof. The resolution setting forth the proposed amendment
is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Articles thereof numbered "Article I" so that, as amended, said
Article shall be and read as follows:

Article I - The name of this corporation is Eastern Light Capital,
Incorporated.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
meeting of the stockholders of said corporation has been duly called and will be
held upon notice in accordance with Section 222 of the General Corporation Law
of the Sate of Delaware at which meeting the necessary number of shares as
require by statute were voted in favor of the amendment.

THIRD: That said amendment will be duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed
this 25th day of June, 2008.

By: By:
----------------------------- ------------------------------
Title: Chief Executive Officer Title: Secretary
----------------------------- ------------------------------
Name: Richard J. Wrensen Name: Gregory Bronshvag
----------------------------- ------------------------------

PROXY FOR ANNUAL MEETING
JUNE 25, 2008

The undersigned, as record owner of the securities of Capital Alliance Income
Trust Ltd., A Real Estate Investment Trust, a Delaware corporation
("Corporation"), described below, hereby revokes any previous proxies and
appoints Gregory Bronshvag, the Corporate Secretary and Inspector of Elections,
with power of substitution and revocation and for and in the name of the
undersigned, to vote and otherwise represent all of the shares of the
undersigned at the meeting and any adjournment thereof, with the same effect as
if the undersigned were present and voting the shares. The shares represented by
this proxy shall be voted in the following manner:

1. PROPOSAL ONE: ELECTION OF DIRECTORS

The Board of Directors recommends a vote FOR ALL NOMINEES to the Board of
Directors.

NOMINEES: [_] RICHARD J. WRENSEN [_] JAMES L. GRAINER
--------

[_] FOR ALL NOMINEES [_] WITHHOLD AUTHORITY [_] FOR ALL EXCEPT
FOR ALL NOMINEES (See instructions
below)

2. PROPOSAL TWO: APPROVAL OF AMENDMENT TO CHANGE CORPORATE NAME

The Board of Directors recommends a vote FOR the proposal to amend the corporate
name.

NAME: [_] EASTERN LIGHT CAPITAL, INCORPORATED
----

[_] FOR [_] AGAINST [_] ABSTAIN

Instructions: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to
withhold as shown: [X]

The shares represented by this proxy will be voted as you have indicated above.

(Sign exactly as name appears on your account statement)

Dated: 2008
--------- --------------------------------------------------------
Name (Shareholder of record)

Number of Preferred Shares Number of Common Shares
------------ ------------