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AMENDMENT
NUMBER EIGHT
 to the
 Master Loan and Security Agreement

Dated as of February 15, 2005
 among
 MORTGAGEIT, INC.

MORTGAGEIT HOLDINGS, INC.
 and
 GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC.

This AMENDMENT NUMBER EIGHT is made this
31st day of July, 2006, among MORTGAGEIT, INC. and
MORTGAGEIT HOLDINGS, INC. each having an address at 33 Maiden Lane, 6th
Floor, New York, New York 10038 (each, a
‘‘Borrower’’ and collectively, the
‘‘Borrowers’’) and GREENWICH CAPITAL
FINANCIAL PRODUCTS, INC., having an address at 600 Steamboat Road,
Greenwich, Connecticut 06830 (the
‘‘Lender’’), to the Master Loan and
Security Agreement, dated as of February 15, 2005, by and between the
Borrowers and the Lender, as amended (the
‘‘Agreement’’). Capitalized terms used
but not otherwise defined herein shall have the meanings assigned to
such terms in the Agreement.

RECITALS

WHEREAS,
the Borrowers have requested that the Lender agree to amend the
Agreement to extend the Termination Date thereunder pending the renewal
and replacement of the Agreement with a repurchase facility, and the
Lender has agreed to such extension on this basis.

WHEREAS, as
of the date of this Amendment Number Eight, the Borrowers represent to
the Lender that they are in compliance with all of the representations
and warranties and all of the affirmative and negative covenants set
forth in the Agreement.

NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, and of the mutual covenants herein contained, the parties
hereto hereby agree as follows:

SECTION
1.    Amendment. Section 1 of the Agreement is hereby
amended to delete the definition of ‘‘Termination
Date’’ and replace it with the following:

‘‘Termination
Date’’ shall mean October 31, 2006 or such earlier
date on which this Loan Agreement shall terminate in accordance with
the provisions hereof or by operation of law.

SECTION
2.    Effectiveness of Amendment.    This Amendment Number
Eight shall be effective upon the Lender's receipt of a copy of
this Amendment Number Eight executed by the Lender and the
Borrowers.

SECTION 3.    Defined Terms.    Any
terms capitalized but not otherwise defined herein shall have the
respective meanings set forth in the Agreement.

SECTION
4.    Repurchase Facility.    The Borrowers agree to enter
into a repurchase facility with the Lender which repurchase facility
shall be a renewal of the Agreement by no later than October 31, 2006.
The repurchase facility shall be available from the date of entry
thereto until July 12, 2007, subject to the terms thereof.

SECTION 5.    Fees and Expenses.    The Borrowers agree
to pay to the Lender all fees and out of pocket expenses incurred by
the Lender in connection with this Amendment Number Eight (including
all reasonable fees and out of pocket costs and expenses of the
Lender's legal counsel incurred in connection with this Amendment
Number Eight), in accordance with Section 11.03 of the Agreement

SECTION 6.    Limited Effect.    Except as amended
hereby, the Agreement shall continue in full force and effect in
accordance with its terms. Reference to this Amendment Number Eight
need not be made in the Agreement or any other instrument or document
executed in connection therewith, or 

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in any certificate, letter or communication
issued or made pursuant to, or with respect to, the Agreement, any
reference in any of such items to the Agreement being sufficient to
refer to the Agreement as amended hereby.

SECTION
7.    Representations.    The Borrowers hereby represent
to the Lender that as of the date hereof, the Borrowers are in full
compliance with all of the terms and conditions of the Agreement and no
Default or Event of Default has occurred and is continuing under the
Agreement.

SECTION 8.    Governing Law.    This
Amendment Number Eight shall be construed in accordance with the laws
of the State of New York and the obligations, rights, and remedies of
the parties hereunder shall be determined in accordance with such laws
without regard to conflict of laws doctrine applied in such state
(other than Sections 5-1401 and 5-1402 of the New York General
Obligations Law).

SECTION
9.    Counterparts.    This Amendment Number Eight may be
executed by each of the parties hereto in 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.

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IN WITNESS WHEREOF, the Borrowers and the
Lender have caused this Amendment Number Eight to be executed and
delivered by their duly authorized officers as of the day and year
first above written.





							
	 			MORTGAGEIT,
INC.
 (Borrower)
	 			By:			/s/
Robert A. Gula
	 			 			Name: Robert A.
Gula
 Title: Chief Financial Officer
	 			MORTGAGEIT HOLDINGS,
INC.
 (Borrower)
	 			By:			/s/
Andy Occhino
	 			 			Name: Andy
Occhino
 Title: General Counsel and Secretary
	 			GREENWICH CAPITAL
FINANCIAL PRODUCTS, INC.
 (Lender)
	 			By:			/s/
Anthony
Palmisano
	 			 			Name:
Anthony Palmisano
 Title: Managing
Director
	






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