SECOND AMENDMENT TO
                              AMENDED AND RESTATED
                           ADVISORY SERVICES AGREEMENT

     THIS SECOND AMENDMENT TO AMENDED AND RESTATED ADVISORY  SERVICES  AGREEMENT
("AMENDMENT")  is  made  as of the 8th  day of  February,  2002  by and  between
American  Mortgage  Acceptance  Company,  a  Massachusetts  business  trust (the
"TRUST")  and  Related  AMI  Associates,   Inc.,  a  Delaware  corporation  (the
"ADVISOR").

     WHEREAS,  the  Trust and the  Advisor  have  entered  into an  Amended  and
Restated Advisory Services Agreement (the "AGREEMENT"), effective as of April 6,
1999,  pursuant to which the Advisor is entitled to receive an annual  incentive
fee (the "Annual  Incentive  Fee"),  pursuant to SECTION 12(2) of the Agreement;
and

     WHEREAS,  the  Trust and the  Advisor  desire  to amend  the  Agreement  in
accordance  with the  terms of this  Amendment  in  order to amend  and  restate
SECTION 12(2) of the Agreement (the "AMENDMENT");

     NOW, THEREFORE, in consideration of the mutual covenants,  representations,
warranties  and  agreements  contained  herein,  and of other good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be bound hereby, the Trust and the Advisor agree as follows:

1.   AMENDMENT.  Section 12(2)  of  the Agreement is deleted and replaced in its
entirety by the following: ---------

     Annual Incentive Fee. Subject to a minimum annual  Distributions being made
     to Shareholders  from CAD of $1.45 per Share, 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) (a) Funds From Operations of the Company  (before the Annual  Incentive
     Fee)  per  Share   (based  on  the  weighted   average   number  of  Shares
     outstanding), plus

         (b) gains  (or  minus  losses)  from  debt  restructuring  and sales of
     property  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 of the initial
     public offering) and (y) the prices per Share of any secondary offerings by
     the Company multiplied by



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

     (b) $1.45

     multiplied by

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

2.   NO FURTHER AMENDMENTS.  Except as specifically  amended by  this Amendment,
all of the  terms,  covenants  and  conditions  of the  Agreement  shall  remain
unmodified and in full force and effect and are hereby ratified and confirmed.

3.   GOVERNING  LAW.  This  Amendment  shall be  governed  by and  construed  in
accordance  with the laws of New York,  without giving effect to the conflict of
laws principles thereof.

4.   COUNTERPARTS.  This Amendment may be executed in one or more  counterparts,
each of which  shall be  deemed  an  original  but all of  which  together  will
constitute  one  and  the  same  instrument.  A  facsimile,  telecopy  or  other
reproduction  of this  Amendment may be executed by one or more parties  hereto,
and an executed  copy of this  Amendment may be delivered by one or more parties
hereto by  facsimile or similar  instantaneous  electronic  transmission  device
pursuant to which the  signature of or on behalf of such party can be seen,  and
such execution and delivery shall be considered valid, binding and effective for
all  purposes as of the date first  written  above.  At the request of any party
hereto,  all parties  hereto  agree to execute an original of this  Amendment as
well as any facsimile, telecopy or other reproduction hereof.

                            [SIGNATURE PAGE FOLLOWS]



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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.


                            AMERICAN MORTGAGE ACCEPTANCE COMPANY



                            By: /S/ STUART J. BOESKY
                                --------------------
                                Name:  Stuart J. Boesky
                                Title: President and Chief Executive Officer




                            RELATED AMI ASSOCIATES, INC.



                            By: /S/ ALAN P. HIRMES
                                ------------------
                                Name:  Alan P. Hirmes
                                Title: Senior Vice President












                          [SIGNATURE PAGE TO AMENDMENT]