Table of Contents
AMENDMENT NO.
13
TO MASTER REPURCHASE AGREEMENT

Amendment No.  13,
dated as of July 31, 2006 (this
‘‘Amendment’’), among CREDIT SUISSE
FIRST BOSTON MORTGAGE CAPITAL LLC (the
‘‘Buyer’’), MORTGAGEIT, INC.
(‘‘MortgageIT’’), MHL Funding Corp.
(‘‘MHL’’) and MORTGAGEIT HOLDINGS,
INC. (‘‘Holdings,’’ and together with
MortgageIT and MHL, the
‘‘Sellers’’).

RECITALS

The Buyer and the Sellers are parties to that certain Master
Repurchase Agreement, dated as of March 11, 2005, as amended by that
certain Amendment No. 1, dated as of June 17, 2005, Amendment No. 2,
dated as of July 18, 2005, Amendment No. 3, dated as of September 19,
2005, Amendment No. 4, dated as of November 19, 2005, Amendment No. 5,
dated as of January 30, 2006, Amendment No. 6, dated as of February 28,
2006, Amendment No. 7, dated as of March 13, 2006 and Amendment No. 8,
dated as of April 5, 2006, Amendment No. 9, dated as of April 27, 2006,
Amendment No. 10, dated as of May 5, 2006, Amendment No. 11, dated as
of May 31, 2006 and Amendment No. 12, dated as of June 19, 2006 (as the
same may have been amended and supplemented from time to time, and as
amended by this Amendment, the ‘‘Repurchase
Agreement’’). Capitalized terms used but not otherwise
defined herein shall have the meanings given to them in the Repurchase
Agreement.

The Buyer and the Sellers have agreed, subject to the
terms and conditions of this Amendment, that the Repurchase Agreement
be amended to reflect certain agreed upon revisions to the terms of the
Repurchase Agreement.

Accordingly, the Buyer and the Sellers
hereby agree, in consideration of the mutual premises and mutual
obligations set forth herein, that the Repurchase Agreement is hereby
amended as follows:

SECTION
1.    Applicability.    Section 1 of the Repurchase
Agreement is hereby amended by deleting the same in its entirety and
replacing it with the following:

‘‘From time
to time the parties hereto may enter into transactions in which Seller
agrees to transfer to Buyer Mortgage Loans (as hereinafter defined)
against the transfer of funds by Buyer, with a simultaneous agreement
by Buyer to transfer to Seller such Mortgage Loans at a date certain or
on demand, against the transfer of funds by Seller. Each such
transaction shall be referred to herein as a
‘‘Transaction’’ and, unless otherwise
agreed in writing, shall be governed by this Agreement, including any
supplemental terms or conditions contained in any annexes identified
herein, as applicable hereunder.’’

SECTION
2.    Definitions.

(a)    Section 2
of the Repurchase Agreement is hereby amended by deleting the
definition of ‘‘Maximum Committed Purchase
Price’’ in its entirety.

(b)    Section 2 of the Repurchase Agreement is
hereby amended by deleting the definition of ‘‘Termination
Date’’ in its entirety and replacing the same with the
following:

‘‘Termination
Date’’ means the earlier of (a) December 31, 2006 or
(b) the date of the occurrence of an Event of
Default.’’

SECTION 3.    Program; Initiation
of Transactions.    Section 3 of the Repurchase Agreement is
hereby amended by deleting clauses a and b thereof in their entirety
and replacing them with the following:

‘‘a.    From time to time, in the sole
discretion of Buyer, Buyer may purchase from Sellers certain Mortgage
Loans that have been either originated by Sellers or purchased by
Sellers from other originators. This Agreement is not a commitment
by Buyer to enter into Transactions with Sellers but rather sets forth
the procedures to be used in connection with periodic requests for
Buyer to enter into Transactions with Sellers. Each Seller hereby
acknowledges that Buyer is under no obligation to agree to enter into,
or to enter into, any 


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Transaction pursuant to this Agreement.
All Purchased Mortgage Loans shall exceed or meet the Underwriting
Guidelines, and shall be serviced by Servicer. The aggregate Purchase
Price of Purchased Mortgage Loans subject to outstanding Transactions
shall not exceed the Maximum Aggregate Purchase Price.

b.    With respect to each Transaction involving Mortgage
Loans which are not Wet-Ink Mortgage Loans, Sellers shall give Buyer
and Custodian at least 1 Business Day's prior notice of any
proposed Purchase Date (the date on which such notice is given, the
‘‘Notice Date’’); provided, that if
Seller is delivering 25 or fewer Mortgage Loans, which are not Wet-Ink
Mortgage Loans, on a Purchase Date, the notice shall be delivered on or
before 10:30 a.m. (New York City time) on the Purchase Date. With
respect to Wet-Ink Mortgage Loans, Sellers shall deliver notice of any
proposed purchase on or before 3:00 p.m. (New York City time) on the
Purchase Date. On the Notice Date, Seller shall (i)  request that
Buyer enter into a Transaction by furnishing to Buyer a Transaction
Request, (ii)  deliver to Buyer and Custodian a Mortgage Loan
Schedule and (iii)  deliver to Custodian, or the Buyer, with
respect to each Wet-Ink Mortgage Loan, either a Request for
Certification and each Mortgage File or Wet-Ink Documents for each
Wet-Ink Mortgage Loan, as applicable, in accordance with Section
10(b)(3) hereof. Following receipt of such request, Buyer may enter
into such requested Transaction or may notify Sellers of its intention
not to enter into such Transaction. In the event the Mortgage Loan
Schedule provided by Sellers contains erroneous computer data, is not
formatted properly or the computer fields are otherwise improperly
aligned, Buyer shall provide written or electronic notice to Sellers
describing such error and Sellers shall correct the computer data,
reformat or properly align the computer fields themselves and resubmit
the Mortgage Loan Schedule as required herein.’’

SECTION 4.    Periodic Fee; Periodic Fee
Schedule.    Section 34 of the Repurchase Agreement and Annex II
of the Repurchase Agreement are each hereby deleted in their
entirety.

SECTION 5.    Conditions
Precedent.    This Amendment shall become effective on July 31,
2006 (the ‘‘Amendment Effective
Date’’), subject to the satisfaction of the following
conditions precedent:

5.1    Delivered
Documents.    On the Amendment Effective Date, the Buyer shall
have received the following documents, each of which shall be
satisfactory to the Buyer in form and substance:

(a)    this Amendment, executed and delivered by a
duly authorized officer of the Buyer and Sellers;

(b)    such other documents as the Buyer or
counsel to the Buyer may reasonably request.

SECTION
6.    Representations and Warranties.    Each of the
Sellers hereby represents and warrants to the Buyer that they are in
compliance with all the terms and provisions set forth in the
Repurchase Agreement on their part to be observed or performed, and
that no Event of Default has occurred or is continuing, and hereby
confirm and reaffirm the representations and warranties contained in
Section 13 of the Repurchase Agreement.

SECTION
7.    Limited Effect.    Except as expressly amended and
modified by this Amendment, the Repurchase Agreement shall continue to
be, and shall remain, in full force and effect in accordance with its
terms.

SECTION 8.    Counterparts. This Amendment may
be executed by each of the parties hereto on any number of separate
counterparts, each of which shall be an original and all of which taken
together shall constitute one and the same instrument.

Section
9.    GOVERNING LAW.    THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have caused
their names to be signed hereto by their respective officers thereunto
duly authorized as of the day and year first above
written.





							
	Buyer:			CREDIT
SUISSE FIRST BOSTON


MORTGAGE CAPITAL LLC,


as
Buyer
	 			By:			/s/ A. Adam
Loskove
	 			 			Name:
A. Adam Loskove
Title: Vice
President
	MortgageIT:			MORTGAGEIT,
INC.,


as
Seller
	 			By:			/s/ Robert
A.
Gula
	 			 			Name:
Robert A. Gula
Title: Chief Financial
Officer
	Holdings:			MORTGAGEIT
HOLDINGS, INC.,


as
Seller
	 			By:			/s/ Andy
Occhino
	 			 			Name:
Andy Occhino
Title: General Counsel and
Secretary
	MHL:			MHL FUNDING
CORP.,


as
Seller
	 			By:			/s/ Donald
Epstein
	 			 			Name:
Donald Epstein
Title:
Treasurer
	






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