EXHIBIT 10.1

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                           MORTGAGEIT SECURITIES CORP.

                                  as Purchaser,

                            MORTGAGEIT HOLDINGS, INC.

                                    as Seller

                             _______________________

                        MORTGAGE LOAN PURCHASE AGREEMENT

                           Dated as of JANUARY 1, 2005

                             _______________________

                         Adjustable Rate Mortgage Loans




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                                TABLE OF CONTENTS
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                                    ARTICLE I
<S>                   <C>                                                                  <C>
DEFINITIONS..................................................................................1
   Section 1.1.       Definitions............................................................1

                                   ARTICLE II
SALE OF MORTGAGE LOANS AND RELATED PROVISIONS................................................2
   Section 2.1.       Sale of Mortgage Loans.................................................2
   Section 2.2.       Payment of Purchase Price for the Mortgage Loans.......................4

                                   ARTICLE III
REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH..........................................6
   Section 3.1.       Seller Representations and Warranties..................................6
   Section 3.2.       Purchaser Representations and Warranties..............................13

                                   ARTICLE IV
SELLER'S COVENANTS..........................................................................15
   Section 4.1.       Covenants of the Seller...............................................15

                                    ARTICLE V
LIMITATION ON LIABILITY OF THE SELLER.......................................................15
   Section 5.1.       Limitation on Liability of the Seller.................................15

                                   ARTICLE VI
TERMINATION.................................................................................15
   Section 6.1.       Termination...........................................................15

                                   ARTICLE VII
MISCELLANEOUS PROVISIONS....................................................................15
   Section 7.1.       Amendment.............................................................15
   Section 7.2.       Governing Law.........................................................15
   Section 7.3.       Notices...............................................................16
   Section 7.4.       Severability of Provisions............................................16
   Section 7.5.       Relationship of Parties...............................................16
   Section 7.6.       Counterparts..........................................................16
   Section 7.7.       Survival..............................................................16
   Section 7.8.       Further Agreements....................................................16
   Section 7.9.       Intention of the Parties..............................................17
   Section 7.10.      Successors and Assigns; Assignment of Purchase Agreement..............17

Exhibits
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Exhibit 1             Mortgage Loan Schedule
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                                        i

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                  This MORTGAGE LOAN PURCHASE AGREEMENT (this "Agreement"),
dated as of January 1, 2005, is made between MortgageIT Holdings, Inc. (the
"Seller") and MortgageIT Securities Corp. (the "Purchaser").

                              W I T N E S S E T H:
                              - - - - - - - - - -

                  WHEREAS, the Seller owns the Mortgage Loans indicated on the
Mortgage Loan Schedule attached as Exhibit 1 hereto (the "Mortgage Loans"),
including rights to (a) any property acquired by foreclosure or deed in lieu of
foreclosure or otherwise, and (b) the proceeds of any insurance policies
covering the Mortgage Loans;

                  WHEREAS, the parties hereto desire that the Seller sell the
Mortgage Loans to the Purchaser, and that the Seller make certain
representations and warranties and undertake certain obligations with respect to
the Mortgage Loans; and

                  WHEREAS, pursuant to the terms of an Amended and Restated
Trust Agreement dated as of January 19, 2005 (the "Trust Agreement"), among the
Purchaser, as depositor, Wilmington Trust Company, as owner trustee (the "Owner
Trustee") and Wells Fargo Bank, National Association, as certificate registrar
and certificate paying agent, the Purchaser will convey the Mortgage Loans to
the Issuer (as defined below); and

                  WHEREAS, pursuant to the terms of a Servicing Agreement dated
as of November 1, 2005 (the "Servicing Agreement"), between the Seller and the
Purchaser, the Seller will service, or cause to be serviced by the Subservicer,
the Mortgage Loans; and

                  WHEREAS, pursuant to the terms of a Sale and Servicing
Agreement dated as of January 19, 2004 among the Purchaser, the Seller, Wells
Fargo Bank, N.A. as Master Servicer (the "Master Servicer") and Securities
Administrator (the "Securities Administrator"), a Trust Estate designated as
MortgageIT Trust 2005-1, a Delaware statutory trust (the "Issuer") and Deutsche
Bank National Trust Company as Indenture Trustee (the "Indenture Trustee"), the
Master Servicer will master service the Mortgage Loans; and

                  WHEREAS, pursuant to the terms of an Indenture dated as of
January 19, 2005 (the "Indenture"), between the Issuer and the Indenture
Trustee, the Issuer will pledge the Mortgage Loans and issue and transfer to the
Purchaser the MortgageIT Trust 2005-1, Mortgage-Backed Notes, Series 2005-1,
Class 1-A-1, Class 1-A-2, Class 2-A, Class 1-M-1, Class 1-M-2, Class 2-M-1,
Class 2-M-2, Class 1-B-1, Class 1-B-2 and Class 2-B-1 Notes (collectively, the
"Notes"), representing debt of the Issuer;

                  NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

                  Section 1.1. DEFINITIONS. For all purposes of this Mortgage
Loan Purchase Agreement, except as otherwise expressly provided herein or unless
the context otherwise

<PAGE>


requires, capitalized terms not otherwise defined herein shall have the meanings
assigned to such terms in Appendix A attached to the Indenture, which is
incorporated by reference herein. All other capitalized terms used herein shall
have the meanings specified herein.


                                   ARTICLE II

                  SALE OF MORTGAGE LOANS AND RELATED PROVISIONS

                  Section 2.1. SALE OF MORTGAGE LOANS.

         (a)      The Seller, by the execution and delivery of this Agreement,
does hereby sell, assign, set over, and otherwise convey to the Purchaser,
without recourse but subject to the terms of this Agreement, all of its right,
title and interest in, to and under the following, whether now existing or
hereafter acquired and wherever located, (i) all of its right, title and
interest in the Mortgage Loans identified on Exhibit 1 as of the Closing Date,
including the related Cut-off Date Principal Balance, all interest accruing
thereon on and after the Cut-off Date, and all collections of interest and
principal due after the Cut-off Date, (ii) the Seller's interest in any
insurance policies related to the Mortgage Loans and (iii) all proceeds of the
foregoing.

         (b)      In connection with such conveyances by the Seller, the Seller
shall on behalf of the Purchaser deliver to, and deposit with Deutsche Bank
National Trust Company, as custodian for the Indenture Trustee, on or before the
Closing Date, the following documents or instruments with respect to each
Mortgage Loan:

                  (i)      the original Mortgage Note endorsed without recourse
         to the order of the Indenture Trustee or in blank, and showing an
         unbroken chain of endorsements from the original payee thereof to the
         Person endorsing it to the Indenture Trustee or in blank or, with
         respect to any Mortgage Loan as to which the original Mortgage Note has
         been lost or destroyed and has not been replaced, a lost note affidavit
         together with a copy of the related Mortgage Note;

                  (ii)     the original Mortgage and, if the related Mortgage
         Loan is a MOM Loan, noting the presence of the MIN and language
         indicating that such Mortgage Loan is a MOM Loan, with evidence of
         recording thereon, or, if the original Mortgage has not yet been
         returned from the public recording office, a copy of the original
         Mortgage certified by the Seller or the public recording office in
         which such original Mortgage has been recorded, or, if the original
         Security Instrument, assignments to the Indenture Trustee or
         intervening assignments thereof which have been delivered, are being
         delivered or will, upon receipt of recording information relating to
         the Security Instrument required to be included thereon, be delivered
         to recording offices for recording and have not been returned to the
         Seller in time to permit their recording as specified in Section
         2.01(b) of the Sale and Servicing Agreement, shall be in recordable
         form;

                  (iii)    unless the Mortgage Loan is a MOM Loan, a certified
         copy of the assignment (which may be in the form of a blanket
         assignment if permitted in the jurisdiction in which the Mortgaged
         Property is located) to "Deutsche Bank National Trust Company, as
         Indenture Trustee", with evidence of recording with respect to each


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         Mortgage Loan in the name of the Indenture Trustee thereon (or if (A)
         the original Security Instrument, assignments to the Indenture Trustee
         or intervening assignments thereof which have been delivered, are being
         delivered or will, upon receipt of recording information relating to
         the Security Instrument required to be included thereon, be delivered
         to recording offices for recording and have not been returned to the
         Seller in time to permit their delivery as specified in Section 2.01(b)
         of the Sale and Servicing Agreement, the Seller may deliver a true copy
         thereof with a certification by the Seller, on the face of such copy,
         substantially as follows: "Certified to be a true and correct copy of
         the original, which has been transmitted for recording" or (B) the
         related Mortgaged Property is located in a state other than Maryland
         and an Opinion of Counsel has been provided as set forth in Section
         2.01(b) of the Sale and Servicing Agreement, shall be in recordable
         form);

                  (iv)     all intervening assignments of the Security
         Instrument, if applicable and only to the extent available to the
         Depositor with evidence of recording thereon;

                  (v)      the original or a copy of the policy or certificate
         of primary mortgage guaranty insurance, to the extent available, if
         any;

                  (vi)     the original or a copy of the policy of title
         insurance or mortgagee's certificate of title insurance or commitment
         or binder for title insurance; and

                  (vii)    originals of all modification agreements, if
         applicable and available.

         If a material defect in any Mortgage File is discovered which may
materially and adversely affect the value of the related Mortgage Loan, or the
interests of the Indenture Trustee (as pledgee of the Mortgage Loans), the
Noteholders or the Certificateholders in such Mortgage Loan, including if any
document required to be delivered to the Indenture Trustee has not been
delivered (provided that a Mortgage File will not be deemed to contain a defect
for an unrecorded assignment under clause (iii) above if the Seller has
submitted such assignment for recording pursuant to the terms of the second
following paragraph), the Seller shall cure such defect, repurchase the related
Mortgage Loan at the Repurchase Price or substitute a Substitute Mortgage Loan
for the related Mortgage Loan upon the same terms and conditions set forth in
Section 3.1 hereof for breaches of representations and warranties as to the
Mortgage Loans.

         In connection with the assignment of any Mortgage Loan registered on
the MERS(R) System, the Seller further agrees that it will cause, at the
Seller's own expense, within 30 days after the Closing Date, the MERS(R) System
to indicate that such Mortgage Loans have been assigned by the Seller to the
Indenture Trustee in accordance with this Agreement for the benefit of the
Noteholders by including (or deleting, in the case of Mortgage Loans which are
repurchased in accordance with the Sale and Servicing Agreement) in such
computer files (a) the code in the field which identifies the specific Trustee
and (b) the code in the field "Pool Field" which identifies the series of the
Notes issued in connection with such Mortgage Loans. The Seller further agrees
that it will not, and will not permit the Master Servicer to, alter the codes
referenced in this paragraph with respect to any Mortgage Loan during the term
of the Indenture, unless and until such Mortgage Loan is repurchased in
accordance with the terms of the Indenture.


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         Promptly after the Closing Date (or after the date of transfer of any
Substitute Mortgage Loan), the Seller, at its own expense, shall complete and
submit for recording in the appropriate public office for real property records
each of the assignments referred to in clause (iii) above, with such assignment
completed in favor of the Indenture Trustee. While such assignment to be
recorded is being recorded, the Indenture Trustee shall retain a photocopy of
such assignment. If any assignment is lost or returned unrecorded to the
Indenture Trustee because of any defect therein, the Seller is required to
prepare a substitute assignment or cure such defect, as the case may be, and the
Seller shall cause such substitute assignment to be recorded in accordance with
this paragraph.

         In instances where an original Mortgage or any original intervening
assignment of Mortgage was not, in accordance with clause (ii) or (iv) above,
delivered by the Seller to the Indenture Trustee, prior to or concurrently with
the execution and delivery of this Agreement, the Seller will deliver or cause
to be delivered the originals of such documents to the Indenture Trustee,
promptly upon receipt thereof.

         The Purchaser hereby acknowledges its acceptance of all right, title
and interest to the Mortgage Loans and other property, now existing and
hereafter created, conveyed to it pursuant to this Section 2.1.

         (c)      The parties hereto intend that the transactions set forth
herein, including the sale of the Mortgage Loans pursuant to this Agreement,
constitute a sale by the Seller to the Purchaser of all the Seller's right,
title and interest in and to the Mortgage Loans and other property as and to the
extent described above. In the event the transactions set forth herein are
deemed by a court of competent jurisdiction not to be a sale, the Seller hereby
grants to the Purchaser a security interest in all of the Seller's right, title
and interest in, to and under the Mortgage Loans and such other property, to
secure all of the Seller's obligations hereunder, and this Agreement shall
constitute a security agreement under applicable law, including, without
limitation, Article 9 of the applicable Uniform Commercial Code. The Seller
agrees to take or cause to be taken such actions and to execute such documents,
including without limitation the filing of all necessary UCC-1 financing
statements filed in the State of Delaware (which shall have been submitted for
filing as of the Closing Date with respect to the Principal Balance of the
Mortgage Loans), any continuation statements with respect thereto and any
amendments thereto required to reflect a change in the name or corporate
structure of the Seller or the filing of any additional UCC-1 financing
statements due to the change in the principal office of the Seller, as are
necessary to ensure that, if this Agreement were deemed to create a security
interest in the Mortgage Loans, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of the Indenture.

                  Section 2.2. PAYMENT OF PURCHASE PRICE FOR THE MORTGAGE LOANS.

         (a)      The purchase price for the Mortgage Loans shall be equal to
the sum of (1) $________ * and (2) a 100% Percentage Interest in the Class 1-B-1
Notes and Class 1-B-2 Notes.

         (b)      In consideration of the sale of the Mortgage Loans from the
Seller to the Purchaser on the Closing Date, the Purchaser shall (A) pay to the
Seller on the Closing Date by


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wire transfer of immediately available funds to a bank account designated by the
Seller, the amount specified above in clause (a)(1) and (B) cause the transfer
to the Seller of the Notes in clauses (a)(2).

* Provided Upon Request.





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                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES;
                               REMEDIES FOR BREACH

                  Section 3.1. SELLER REPRESENTATIONS AND WARRANTIES. The Seller
hereby represents and warrants to the Purchaser as of the Closing Date (or if
otherwise specified below, as of the date so specified) that:

         (a)      with respect to the Seller:

                  (i)      the Seller is a corporation duly organized, validly
         existing and in good standing under the laws of the State of Maryland,
         and is qualified and in good standing to do business in each
         jurisdiction where such qualification is necessary, except where the
         failure so to qualify would not reasonably be expected to have a
         material adverse effect on its business as presently conducted or on
         its ability to enter into this Agreement and to consummate the
         transactions contemplated hereby;

                  (ii)     the Seller has full corporate power to own its
         property, to carry on its business as presently conducted and to enter
         into and perform its obligations under this Agreement;

                  (iii)    the execution and delivery by the Seller of this
         Agreement have been duly authorized by all necessary corporate action
         on the part of the Seller; and neither the execution and delivery of
         this Agreement, nor the consummation of the transactions herein
         contemplated hereby, nor compliance with the provisions hereof, will
         conflict with or result in a breach of, or constitute a default under,
         any of the provisions of any applicable law, governmental rule,
         regulation, judgment, decree or order binding on the Seller or its
         properties or the certificate of incorporation or by-laws of the
         Seller, except those conflicts, breaches or defaults which would not
         reasonably be expected to have a material adverse effect on the
         Seller's ability to enter into this Agreement and to consummate the
         transactions contemplated hereby;

                  (iv)     the execution, delivery and performance by the Seller
         of this Agreement and the consummation of the transactions contemplated
         hereby do not require the consent or approval of, the giving of notice
         to, the registration with, or the taking of any other action in respect
         of, any state, federal or other governmental authority or agency,
         except those consents, approvals, notices, registrations or other
         actions as have already been obtained, given or made and, in connection
         with the recordation of the Mortgages, powers of attorney or
         assignments of Mortgages not yet completed;

                  (v)      this Agreement has been duly executed and delivered
         by the Seller and, assuming due authorization, execution and delivery
         by the Purchaser, constitutes a valid and binding obligation of the
         Seller enforceable against it in accordance with its terms (subject to
         applicable bankruptcy and insolvency laws and other similar laws
         affecting the enforcement of the rights of creditors generally);


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                  (vi)     there are no actions, litigation, suits or
         proceedings pending or, to the best of the Seller's knowledge,
         threatened against the Seller before or by any court, administrative
         agency, arbitrator or governmental body (i) with respect to any of the
         transactions contemplated by this Agreement or (ii) with respect to any
         other matter which in the judgment of the Seller if determined
         adversely to the Seller would reasonably be expected to materially and
         adversely affect the Seller's ability to perform its obligations under
         this Agreement; and the Seller is not in default with respect to any
         order of any court, administrative agency, arbitrator or governmental
         body so as to materially and adversely affect the transactions
         contemplated by this Agreement;

                  (vii)    The execution and delivery of this Agreement and the
         performance of the transactions contemplated hereby by the Seller will
         not violate any provision of any existing law or regulation or any
         order or decree of any court applicable to the Seller or any provision
         of the Certificate of Incorporation or Bylaws of the Seller, or
         constitute a material breach of any mortgage, indenture, contract or
         other agreement to which the Seller is a party or by which the Seller
         may be bound; and

                  (viii)   the Seller's chief executive office and principal
         place of business are located in the County of New York in the State of
         New York; and

         (b)      with respect to the Mortgage Loans:

                  (i)      as of the Cut-off Date, the information set forth on
         the Mortgage Loan Schedule with respect to each Mortgage Loan is true
         and correct in all material respects;

                  (ii)     immediately prior to the transfer to the Purchaser,
         the Seller had good title to and is the sole owner of each Mortgage and
         Mortgage Note relating to the Mortgage Loans, and is conveying the same
         free and clear of any and all liens, claims, encumbrances, pledges,
         charges or security interests of any nature, the related Mortgage Note
         and the Mortgage were not subject to any pledge or assignment, and the
         Seller has full legal authority to sell and assign the Mortgage Loans
         pursuant to this Agreement;

                  (iii)    no default, release or waiver exists under the
         mortgage documents, and no modifications to the mortgage documents have
         been made that have not been disclosed;

                  (iv)     there is no monetary default existing under any
         Mortgage or the related Mortgage Note; neither the Seller, any of its
         affiliates nor any servicer of any related Mortgage Loan has taken any
         action to waive any default, breach or event of acceleration with
         respect thereto; and no foreclosure action is threatened or has been
         commenced with respect to such Mortgage Loan;

                  (v)      each Mortgage Loan was underwritten in accordance
         with the underwriting guidelines of the Seller and its affiliates. The
         Seller has no knowledge of any fact that should have led it to expect
         at the time of the initial creation of an interest in the Mortgage Loan
         that such Mortgage Loan would not be paid in full when due;


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                  (vi)     no selection procedures reasonably believed by the
         Seller to be adverse to the interest of the Noteholders or
         Certificateholders have been used in selecting the Mortgage Loans;

                  (vii)    Each Mortgage is a valid and enforceable first lien
         on the Mortgaged Property securing the related Mortgage Note and each
         Mortgaged Property is owned by the Mortgagor in fee simple (except with
         respect to common areas in the case of condominiums, PUDs and de
         minimis PUDs) or by leasehold for a term at least 10 years longer than
         the term of the related Mortgage, subject only to (1) the lien of
         nondelinquent current real property taxes and assessments, (2)
         covenants, conditions and restrictions, rights of way, easements and
         other matters of public record as of the date of recording of such
         Mortgage, such exceptions appearing of record being acceptable to
         mortgage lending institutions generally or specifically reflected in
         the appraisal made in connection with the origination of the related
         Mortgage Loan or referred to in the lender's title insurance policy
         delivered to the originator of the related Mortgage Loan, and (3) other
         matters to which like properties are commonly subject that do not
         materially interfere with the benefits of the security intended to be
         provided by such Mortgage;

                  (viii)   there is no mechanics' lien or claim for work, labor
         or material affecting the premises subject to any Mortgage which is or
         may be a lien prior to, or equal with, the lien of such Mortgage except
         those which are fully insured against by a title insurance policy
         included in the Mortgage File;

                  (ix)     there is no delinquent tax or assessment lien against
         the Mortgaged Property subject to any Mortgage, including the
         obligation of the Mortgagor to pay the unpaid principal and interest on
         such Mortgage Note;

                  (x)      there is no valid offset, defense or counterclaim of
         any obligor under any Mortgage Note or Mortgage, including the
         obligation of the Mortgagor to pay the unpaid principal and interest on
         such Mortgage Note;

                  (xi)     except to the extent insurance is in place which will
         cover such damage, the physical property subject to any Mortgage is
         free of material damage and is in good repair, and there is no
         proceeding pending or, to the best of Seller's knowledge, threatened,
         for the total or partial condemnation of any Mortgaged Property;

                  (xii)    neither any improvement located on or being part of
         the Mortgaged Property, nor the Mortgaged Property itself, is in
         violation of any applicable zoning law or regulation, or subdivision
         law or ordinance;

                  (xiii)   each Mortgage Loan has been serviced since
         origination in accordance with the servicing standard set forth in
         Section 3.01 of the Servicing Agreement and in accordance with all
         applicable laws and regulations, including, without limitation, usury,
         equal credit opportunity, disclosure and recording laws and all
         anti-predatory lending laws and the terms of the related Mortgage Note,
         the Mortgage and other loan documents;


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                  (xiv)    the terms of the Mortgage Note or Mortgage have not
         been impaired, altered or modified in any material respect, except that
         a Mortgage Loan may have been modified by a written instrument which
         has been recorded, if necessary to protect the interests of the owner
         of such Mortgage Loan or the Notes and which has been delivered to the
         Indenture Trustee;

                  (xv)     a lender's policy of title insurance (on an ALTA or
         CLTA form) or binder, or other assurance of title customary in the
         relevant jurisdiction therefor in a form acceptable to Fannie Mae or
         Freddie Mac, which policy insures the Seller and successor owners of
         indebtedness secured by the insured Mortgage as to the first lien
         priority of the Mortgage Loan subject to the standard exceptions set
         forth therein, together with a condominium endorsement and extended
         coverage endorsement, if applicable, and an 8.1 ALTA environmental
         endorsement or equivalent endorsement in an amount at least equal to
         the original principal balance of each such Mortgage Loan or a
         commitment binder, commitment to issue the same or preliminary policy
         affirmatively insuring ingress and egress and insuring against
         encroachments by or upon the Mortgaged Property on the standard ALTA
         form, was effective on the date of the origination of each Mortgage
         Loan, and each such policy is valid and remains in full force and
         effect;

                  (xvi)    at the time of origination, each Mortgaged Property
         was the subject of an appraisal on Form 1004 or Form 2055 with an
         interior inspection which conformed to the underwriting requirements of
         the originator of the Mortgage Loan;

                  (xvii)   if for any Mortgage Loan the related Mortgaged
         Property is in an area identified in the Federal Register by the
         Federal Emergency Management Agency as having special flood hazards, a
         flood insurance policy in a form meeting the requirements of the
         current guidelines of the Flood Insurance Administration is in effect
         with respect to such Mortgaged Property with a generally acceptable
         carrier in an amount representing coverage not less than the least of
         (A) the outstanding Principal Balance of the Mortgage Loan, (B) the
         minimum amount required to compensate for damage or loss on a
         replacement cost basis and (C) the maximum amount of coverage that is
         available under federal law; the Mortgage obligates the Mortgagor
         thereunder to maintain all such insurance, including flood insurance,
         at the Mortgagor's cost and expense, and upon the Mortgagor's failure
         to do so, authorizes the holder of the Mortgage to obtain and maintain
         such insurance at the Mortgagor's cost and expense and to seek
         reimbursement therefor from the Mortgagor;

                  (xviii)  the improvements upon each Mortgaged Property are
         covered by a valid and existing hazard insurance policy which policy
         provides for fire extended coverage and such other hazards as are
         customary in the area where the Mortgaged Property is located
         representing coverage in an amount not less than the lesser of (A) the
         maximum insurable value of the improvements securing such Mortgage Loan
         and (B) the outstanding Principal Balance of the related Mortgage Loan,
         but in no event an amount less than an amount that is required to
         prevent the Mortgagor from being deemed to be a co-insurer thereunder;


                                       9
<PAGE>


                  (xix)    as of the Cut-off Date, no payment of principal of or
         interest on or in respect of any Mortgage Loan is 30 or more days past
         due, and no borrower under a Mortgage Loan has been 30 or more days
         past due more than once during the twelve months preceding the Cut-off
         Date;

                  (xx)     the information set forth under the caption "The
         Mortgage Pool--General" in the Prospectus Supplement is true and
         correct in all material respects;

                  (xxi)    with respect to each Mortgage Loan secured by a
         leasehold estate:

                           (1)      The leasehold created by direct lease of the
                  freehold estate, the ground lease or memorandum thereof has
                  been recorded, and by its terms permits the leasehold estate
                  to be mortgaged. The ground lease grants any leasehold
                  mortgagee standard protections necessary to protect the
                  security of a leasehold mortgagee including the right of the
                  leasehold mortgagee to receive notice of the lessee's default
                  under the ground lease; the right of the leasehold mortgagee,
                  with adequate time, to cure such default; and, in the case of
                  incurable defaults of the lessee, the right of the leasehold
                  mortgagee to enter into a new ground lease with the lessor on
                  terms financially identical and otherwise substantially
                  identical to the existing ground lease;

                           (2)      The ground lease was made at the origination
                  of the Mortgage Loan, and is in full force and effect without
                  any outstanding defaults, and was and is not subject to liens
                  and encumbrances;

                           (3)      The ground lease has an original term which
                  extends not less than ten (10) years beyond the term of the
                  Mortgage; and

                           (4)      The fee estate of the lessor under the
                  ground lease is encumbered by the ground lease, and any lien
                  of any present or future fee mortgagee is and will be subject
                  to and subordinate to the ground lease. The foreclosure of the
                  fee mortgage will not terminate the leasehold estate or the
                  rights of the sub tenants, and the fee mortgage is subject to
                  the ground lease;

                  (xxii)   each of the Mortgage and the assignment of Mortgage
         is in recordable form and is acceptable for recording under the laws of
         the jurisdiction in which the Mortgaged Property is located;

                  (xxiii)  the Mortgagor has not notified the Seller, and the
         Seller has no knowledge of any relief requested or allowed to the
         Mortgagor under the Servicemembers Civil Relief Act;

                  (xxiv)   none of the Mortgage Loans are reverse mortgage
         loans, graduated payment mortgage loans or growth equity mortgage
         loans. None of the Mortgage Loans provide for deferred interest or
         negative amortization. None of the Mortgage Loans are "buy down"
         mortgage loans;


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<PAGE>


                  (xxv)    the terms of the related Mortgage Note and the
         related Mortgage have not been impaired, waived, altered or modified in
         any respect, except by written instruments, (x) if required by law in
         the jurisdiction where the Mortgaged Property is located, or (y) to
         protect the interests of the Indenture Trustee on behalf of the
         Noteholders;

                  (xxvi)   each Mortgage Loan was originated or purchased by (a)
         a savings and loan association, savings bank, commercial bank, credit
         union, insurance company or similar institution which is supervised and
         examined by a federal or state authority (or originated by (i) a
         subsidiary of any of the foregoing institutions which subsidiary is
         actually supervised and examined by applicable regulatory authorities
         or (ii) a mortgage loan correspondent of any of the foregoing and that
         was originated pursuant to the criteria established by any of the
         foregoing) or (b) a mortgagee approved by the Secretary of Housing and
         Urban Development pursuant to sections 203 and 211 of the National
         Housing Act, as amended, in each case within the meaning of Section
         3(a)(41)(A)(ii) of the Exchange Act;

                  (xxvii)  the Seller has not advanced funds, or induced,
         solicited or knowingly received any advance of funds from a party other
         than the owner of the related Mortgaged Property, directly or
         indirectly, for the payment of any amount required by the Mortgage Note
         or Mortgage;

                  (xxviii) with respect to each Mortgage Loan, either (i) the
         Mortgage Loan is assumable pursuant to the terms of the Mortgage Note,
         or (ii) the Mortgage Loan contains a customary provision for the
         acceleration of the payment of the unpaid principal balance of the
         Mortgage Loan in the event the related Mortgaged Property is sold
         without the prior consent of the mortgagee thereunder;

                  (xxix)   each Mortgage Loan complies with applicable local,
         state and federal laws and regulations, including, without limitation,
         usury, equal credit opportunity, real estate settlement procedures, the
         Federal Truth-In-Lending Act ("TILA"), disclosure laws and all
         applicable anti-predatory lending laws and consummation of the
         transactions contemplated hereby, including without limitation, the
         receipt of interest by the owner of such Mortgage Loan, will not
         involve the violation of any such laws or regulations; and

                  (xxx)    No Mortgage Loan is a High Cost Loan or Covered Loan,
         as applicable (as such terms are defined in Appendix E of the Standard
         & Poor's Glossary For File Format For LEVELS(R) Version 5.6 Revised
         attached hereto as Exhibit 2).

                  It is understood and agreed that the representations and
warranties set forth in this Section 3.1 shall survive the sale of the Mortgage
Loans from the Seller to the Purchaser and shall inure to the benefit of the
Purchaser, its successors and assigns, notwithstanding any restrictive or
qualified endorsement on any Mortgage Note or assignment of Mortgage or the
examination of any Mortgage File.

                  Upon discovery by the Seller or upon notice from the
Purchaser, the Indenture Trustee, the Issuer, the Owner Trustee, or any
Custodian, as applicable, of a breach of any representation or warranty in
clause (a) above which materially and adversely affects the interest


                                       11
<PAGE>


of the Noteholders in any Mortgage Loan, the Seller shall, within 90 days of its
discovery or its receipt of notice of such breach, either (i) cure such breach
in all material respects, or (ii) to the extent that such breach is with respect
to a Mortgage Loan and can be cured by the removal of that Mortgage Loan from
the Trust, either (A) repurchase such Mortgage Loan from the Trust at the
Repurchase Price, (B) substitute one or more Substitute Mortgage Loans for such
Mortgage Loan, in each case in the manner and subject to the conditions and
limitations set forth herein.

                  Upon discovery or receipt of notice by the Seller, the
Purchaser or the Indenture Trustee of a breach of any representation or warranty
of the Seller set forth in clause (b) above with respect to any Mortgage Loan
which materially and adversely affects the value of the Mortgage Loans or the
interests of the Purchaser, the Noteholders, the Holders of the Trust
Certificates, or the Indenture Trustee in any of the Mortgage Loans delivered to
the Purchaser pursuant to this Agreement, the party discovering or receiving
notice of such breach shall give prompt written notice to the others. In the
case of any such breach of a representation or warranty set forth in clause (b)
above, the Seller shall, within 90 days from the date that the Seller was
notified or otherwise obtained knowledge of such breach, either (i) cure such
breach in all material respects or (ii) purchase such Mortgage Loan from the
Trust Fund at the Repurchase Price. However, subject to the approval of the
Purchaser, the Seller shall have the option to substitute a Substitute Mortgage
Loan or Loans for such Mortgage Loan. The Repurchase Price for any such Mortgage
Loan repurchased by the Seller, and any amounts paid by the Seller in connection
with the preceding sentence, shall be deposited or caused to be deposited by the
Seller in the Payment Account maintained by the Securities Administrator
pursuant to Section 4.04 of the Sale and Servicing Agreement. The obligations of
the Seller to cure, purchase or substitute a Substitute Mortgage Loan shall
constitute the Purchaser's, the Indenture Trustee's and the Noteholders' sole
and exclusive remedy under this Agreement or otherwise respecting a breach of
representations or warranties hereunder with respect to the Mortgage Loans.

                  In the event that the Seller elects to substitute a Substitute
Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section
3.1(b), the Seller shall deliver to the Indenture Trustee and the Master
Servicer, as appropriate, with respect to such Substitute Mortgage Loan or
Loans, the original Mortgage Note, the Mortgage, an Assignment of the Mortgage
in recordable form, and such other documents and agreements as are required by
Section 2.1, with the Mortgage Note endorsed as required by Section 2.1. No
substitution will be made in any calendar month after the Determination Date for
such month. Monthly Payments due with respect to Substitute Mortgage Loans in
the month of substitution, to the extent received by the Securities
Administrator, will be retained by the Securities Administrator and remitted by
the Securities Administrator to the Seller on the next succeeding Distribution
Date. After the month of substitution, the Seller shall be entitled to retain
all amounts received in respect of such Deleted Mortgage Loan. Upon such
substitution, the Mortgage Loan Schedule shall be amended to reflect the
addition of the Substituted Mortgage Loan or Loans, the Substitute Mortgage Loan
or Loans shall be subject to the terms of this Agreement in all respects and the
Seller shall be deemed to have made the representations and warranties with
respect to the Substitute Mortgage Loan contained in Section 3.1(b) as of the
date of substitution (other than representation (xx)).

                  In connection with the substitution of one or more Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Securities
Administrator will determine the amount (if


                                       12
<PAGE>


any) by which the aggregate principal balance of all such Substitute Mortgage
Loans as of the date of substitution is less than the aggregate Stated Principal
Balance of all such Deleted Mortgage Loans (in each case after application of
the principal portion of the Monthly Payments due in the month of substitution
that are to be distributed to Noteholders in the month of substitution). The
Seller shall provide the Securities Administrator on the day of substitution for
immediate deposit into the Payment Account the amount of such shortfall, without
any reimbursement therefor. The costs of any substitution as described above,
including any related assignments, opinions or other documentation in connection
therewith shall be borne by the Seller.

                  Any cause of action against the Seller or relating to or
arising out of a breach by the Seller of any representations and warranties made
in clause (b) above shall accrue as to any Mortgage Loan upon (i) discovery of
such breach by the Seller or notice thereof by the party discovering such breach
and (ii) failure by the Seller to cure such breach, purchase such Mortgage Loan
or substitute a Substitute Mortgage Loan pursuant to the terms hereof.

                  Section 3.2. PURCHASER REPRESENTATIONS AND WARRANTIES. The
Purchaser hereby represents and warrants to the Seller as of the date hereof and
as of the Closing Date (or if otherwise specified below, as of the date so
specified) that:

         (a)      the Purchaser is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Delaware, and is
qualified and in good standing to do business in each jurisdiction where such
qualification is necessary, except where the failure so to qualify would not
reasonably be expected to have a material adverse effect on its business as
presently conducted or on its ability to enter into this Agreement and to
consummate the transactions contemplated hereby;

         (b)      the Purchaser has full power to own its property, to carry on
its business as presently conducted and to enter into and perform its
obligations under this Agreement;

         (c)      the execution and delivery by the Purchaser of this Agreement
have been duly authorized by all necessary action on the part of the Purchaser;
and neither the execution and delivery of this Agreement, nor the consummation
of the transactions herein contemplated hereby, nor compliance with the
provisions hereof, will conflict with or result in a breach of, or constitute a
default under, any of the provisions of any law, governmental rule, regulation,
judgment, decree or order binding on the Purchaser or its properties or the
certificate of formation or limited liability company agreement of the
Purchaser, except those conflicts, breaches or defaults which would not
reasonably be expected to have a material adverse effect on the Purchaser's
ability to enter into this Agreement and to consummate the transactions
contemplated hereby;

         (d)      the execution, delivery and performance by the Purchaser of
this Agreement and the consummation of the transactions contemplated hereby do
not require the consent or approval of, the giving of notice to, the
registration with, or the taking of any other action in respect of, any state,
federal or other governmental authority or agency, except those consents,
approvals, notices, registrations or other actions as have already been
obtained, given or made;


                                       13
<PAGE>


         (e)      this Agreement has been duly executed and delivered by the
Purchaser and, assuming due authorization, execution and delivery by the Seller,
constitutes a valid and binding obligation of the Purchaser enforceable against
it in accordance with its terms (subject to applicable bankruptcy and insolvency
laws and other similar laws affecting the enforcement of the rights of creditors
generally); and

         (f)      except as previously disclosed to the Purchaser in the
Prospectus Supplement, there are no actions, suits or proceedings pending or, to
the best of the Purchaser's knowledge, threatened against the Purchaser, before
or by any court, administrative agency, arbitrator or governmental body (i) with
respect to any of the transactions contemplated by this Agreement or (ii) with
respect to any other matter which in the judgment of the Purchaser if determined
adversely to the Purchaser or would reasonably be expected to materially and
adversely affect the Purchaser's ability to perform its obligations under this
Agreement; and the Purchaser is not in default with respect to any order of any
court, administrative agency, arbitrator or governmental body so as to
materially and adversely affect the transactions contemplated by this Agreement;





                                       14
<PAGE>


                                   ARTICLE IV

                               SELLER'S COVENANTS

                  Section 4.1. COVENANTS OF THE SELLER. The Seller hereby
covenants that, except for the transfer hereunder with respect to the Mortgage
Loans, the Seller will not sell, pledge, assign or transfer to any other Person,
or grant, create, incur or assume any Lien on, any Mortgage Loan, whether now
existing or hereafter created, or any interest therein; the Seller will notify
the Indenture Trustee, as assignee of the Purchaser, of the existence of any
Lien (other than as provided above) on any Mortgage Loan immediately upon
discovery thereof; and the Seller will defend the right, title and interest of
the Indenture Trustee, on behalf of the Trust Fund, in, to and under the
Mortgage Loans, whether now existing or hereafter created, against all claims of
third parties claiming through or under the Seller.


                                    ARTICLE V

                      LIMITATION ON LIABILITY OF THE SELLER

                  Section 5.1. LIMITATION ON LIABILITY OF THE SELLER. None of
the directors, officers, employees or agents of the Seller shall be under any
liability to the Purchaser, it being expressly understood that all such
liability is expressly waived and released as a condition of, and as
consideration for, the execution of this Agreement. Except as and to the extent
expressly provided in the Basic Documents, the Seller shall not be under any
liability to the Trust Fund, the Indenture Trustee or the Noteholders. The
Seller and any director, officer, employee or agent of the Seller may rely in
good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder.


                                   ARTICLE VI

                                   TERMINATION

                  Section 6.1. TERMINATION. The respective obligations and
responsibilities of the Seller and the Purchaser created hereby shall terminate,
except for the Seller's indemnity obligations as provided herein, upon the
termination of the Trust Fund pursuant to the terms of the Trust Agreement.


                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

                  Section 7.1. AMENDMENT. This Agreement may be amended from
time to time by the Seller and the Purchaser only by written agreement signed by
the Seller and the Purchaser.

                  Section 7.2. GOVERNING LAW. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York and the
obligations, rights and


                                       15
<PAGE>


remedies of the parties hereunder shall be determined in accordance with such
laws, without regarding to its rules and principles governing conflicts of law.

                  Section 7.3. NOTICES. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail, postage prepaid, addressed
as follows:

                           (i)      if to the Seller:

                                    MortgageIT Holdings, Inc.
                                    33 Maiden Lane, 6th Floor
                                    New York, New York  10038
                                    Attention: General Counsel

or, such other address as may hereafter be furnished to the Purchaser in writing
by the Seller.

                           (ii)     if to the Purchaser:

                                    MortgageIT Securities Corp.
                                    33 Maiden Lane, 6th Floor
                                    New York, New York  10038
                                    Attention: General Counsel

or such other address as may hereafter be furnished to the Seller in writing by
the Purchaser. .

                  Section 7.4. SEVERABILITY OF PROVISIONS. If any one or more of
the covenants, agreements, provisions or terms of this Agreement shall be held
invalid for any reason whatsoever. then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.

                  Section 7.5. RELATIONSHIP OF PARTIES. Nothing herein contained
shall be deemed or construed to create a partnership or joint venture between
the parties hereto, and the services of the Seller shall be rendered as an
independent contractor and not as agent for the Purchaser.

                  Section 7.6. COUNTERPARTS. This Agreement may be executed in
two or more counterparts and by the different parties hereto on separate
counterparts, each of which, when so executed, shall be deemed to be an original
and such counterparts together shall constitute one and the same Agreement.

                  Section 7.7. SURVIVAL. The representations and warranties made
herein by the Seller and the provisions of Article V hereof shall remain
operative and in full force and effect and shall survive the purchase of the
Mortgage Loans hereunder and the delivery of the Mortgage Loans and related
documents to the Indenture Trustee and the Custodian.

                  Section 7.8. FURTHER AGREEMENTS. The Purchaser and the Seller
each agree to execute and deliver to the other such additional documents,
instruments or agreements as may be necessary or appropriate to effectuate the
purposes of this Agreement. Each of the Purchaser and


                                       16
<PAGE>


the Seller agrees to use its best reasonable efforts to take all actions
necessary to be taken by it to cause the Notes to be issued and rated in the
highest rating category by the Rating Agency, with the Notes to be offered
pursuant to the Purchaser's shelf registration statement, and each party will
cooperate with the other in connection therewith.

                  Section 7.9. INTENTION OF THE PARTIES. It is the intention of
the parties that the Purchaser is purchasing, and the Seller is selling, the
Mortgage Loans (other than the servicing rights with respect thereto), rather
than a loan by the Purchaser to the Seller secured by the Mortgage Loans.
Accordingly, the parties hereto each intend to treat this transaction with
respect to the Mortgage Loans for federal income tax purposes as a sale by the
Seller, and a purchase by the Purchaser, of the Mortgage Loans (other than the
servicing rights with respect thereto). The Purchaser will have the right to
review the Mortgage Loans and the Related Documents to determine the
characteristics of the Mortgage Loans which will affect the federal income tax
consequences of owning the Mortgage Loans and the Seller will cooperate with all
reasonable requests made by the Purchaser in the course of such review.

                  Section 7.10. SUCCESSORS AND ASSIGNS; ASSIGNMENT OF PURCHASE
AGREEMENT. This Agreement shall bind and inure to the benefit of and be
enforceable by the Seller, the Purchaser and their respective successors and
assigns. The obligations of the Seller under this Agreement cannot be assigned
or delegated to a third party without the consent of the Purchaser, which
consent shall be at the Purchaser's sole discretion. The parties hereto
acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose
of assigning the Mortgage Loans to the Indenture Trustee, on behalf of the Trust
Fund, for the benefit of the Noteholders and Certificateholders. As an
inducement to the Purchaser to purchase the Mortgage Loans, the Seller
acknowledges and consents to the assignment by the Purchaser to the Trustee, on
behalf of the Trust Fund of all of the Purchaser's rights against the Seller
pursuant to this Agreement and to the enforcement or exercise of any right or
remedy against the Seller pursuant to this Agreement by the Purchaser. Such
enforcement of a right or remedy by the Indenture Trustee, on behalf of the
Trust Fund, shall have the same force and effect as if the right or remedy had
been enforced or exercised by the Purchaser directly.





                                       17
<PAGE>


                  IN WITNESS WHEREOF, the Seller and the Purchaser have caused
their names to be signed to this Mortgage Loan Purchase Agreement by their
respective officers thereunto duly authorized as of the day and year first above
written.


                                            MORTGAGEIT SECURITIES CORP.
                                              as Purchaser


                                            By: /s/ John R. Cuti
                                               ---------------------
                                            Name:  John R. Cuti
                                            Title: Secretary



                                            MORTGAGEIT HOLDINGS, INC.
                                              as Seller


                                            By: /s/ John R. Cuti
                                               ---------------------
                                            Name:  John R. Cuti
                                            Title: Secretary





                                       18
<PAGE>


                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE

   [In accordance with Rule 202 of Regulation S-T this Mortgage Loan Schedule
      is being filed in paper pursuant to a continuing hardship exemption.]

<PAGE>


                                    EXHIBIT 2


          Appendix E of the Standard & Poor's Glossary For File Format
                        FOR LEVELS(R) VERSION 5.6 REVISED

Standard & Poor's has categorized loans governed by anti-predatory lending laws
in the Jurisdictions listed below into three categories based upon a combination
of factors that include (a) the risk exposure associated with the assignee
liability and (b) the tests and thresholds set forth in those laws. Note that
certain loans classified by the relevant statute as Covered are included in
Standard & Poor's High Cost Loan Category because they included thresholds and
tests that are typical of what is generally considered High Cost by the
industry.





                                       2
<PAGE>


<TABLE>
<CAPTION>

STANDARD & POOR'S
HIGH COST LOAN CATEGORIZATION

------------------------------------------------------------------------------------------------------------
State/Jurisdiction      Name of Anti-Predatory                              Category under Applicable
                        Lending Law/Effective Date                          Anti-Predatory Lending Law
---------------------   -------------------------------------------------   --------------------------------
<S>                     <C>                                                 <C>
Arkansas                Arkansas  Home Loan  Protection Act, Ark. Code      High Cost Home Loan
                        Ann. ss.ss. 23-53-101 et seq.
                        Effective July 16, 2003
---------------------   -------------------------------------------------   --------------------------------
Cleveland Heights, OH   Ordinance  No.  72-2003 (PSH), Mun. Code  ss.ss.    Covered Loan
                        757.01 et seq.
                        Effective June 2, 2003
---------------------   -------------------------------------------------   --------------------------------
Colorado                Consumer Equity Protection, Colo. Stat. Ann.        Covered Loan
                        ss.ss. 5-3.5-101 et seq.
                        Effective for covered loans offered or entered
                        into  on  or  after   January  1,  2003.   Other
                        provisions  of the Act  took  effect  on June 7,
                        2002
---------------------   -------------------------------------------------   --------------------------------
Connecticut             Connecticut  Abusive Home Loan Lending Practices    High Cost Home Loan
                        Act, Conn. Gen. Stat. ss.ss. 36a-746 et seq.
                        Effective October 1, 2001
---------------------   -------------------------------------------------   --------------------------------
District of Columbia    Home  Loan   Protection   Act,   D.C.               Covered Loan
                        Code  ss.ss. 26-1151.01 et seq.
                        Effective for loans closed on or after January
                        28, 2003
---------------------   -------------------------------------------------   --------------------------------
Florida                 Fair Lending Act,  Fla.  Stat.  Ann. ss.ss.         High Cost Home Loan
                        494.0078 et seq.
                        Effective October 2, 2002
---------------------   -------------------------------------------------   --------------------------------
Georgia (Oct. 1,        Georgia  Fair  Lending  Act, Ga. Code Ann. ss.ss.   High Cost Home Loan
2002 - Mar. 6, 2003)    7-6A-1 et seq.
                        Effective October 1, 2002 - March 6, 2003
---------------------   -------------------------------------------------   --------------------------------
</TABLE>


                                       3
<PAGE>


<TABLE>
<CAPTION>

---------------------   -------------------------------------------------   --------------------------------
<S>                     <C>                                                 <C>
Georgia as amended      Georgia  Fair  Lending  Act, Ga.  Code Ann.         High Cost Home Loan
(Mar. 7, 2003           ss.ss. 7-6A-1 et seq.
- current)              Effective  for loans closed on or after March 7,
                        2003
---------------------   -------------------------------------------------   --------------------------------
HOEPA Section 32        Home  Ownership  and  Equity  Protection  Act of    High Cost Loan
                        1994, 15 U.S.C. ss. 1639, 12 C.F.R.  ss.ss.
                        226.32 and 226.34
                        Effective October 1, 1995, amendments October
                        1, 2002
---------------------   -------------------------------------------------   --------------------------------
Illinois                High Risk Home Loan Act, Ill. Comp.  Stat.  tit.    High Risk Home Loan
                        815, ss.ss. 137/5 et seq.
                        Effective January 1, 2004 (prior to this date,
                        regulations under Residential Mortgage License
                        Act effective from May 14, 2001)
---------------------   -------------------------------------------------   --------------------------------
Indiana                 Indiana Home Loan Practices Act, Ind. Code Ann.     High Cost Home Loan
                        ss.ss. 24-9-1-1 ET SEQ. Effective for loans
                        originated on or after January 1, 2005.
---------------------   -------------------------------------------------   --------------------------------
Kansas                  Consumer   Credit  Code, Kan. Stat. Ann.  ss.ss.    High  Loan  to  Value  Consumer
                        16a-1-101 et seq.                                   Loan (id. ss. 16a-3-207) and;
                                                                            ---------------------------------
                        Sections 16a-1-301 and 16a-3-207 became             High APR  Consumer  Loan (id. ss.
                        effective April 14, 1999; Section 16a-3-308a        16a-3-308a)
                        became effective July 1, 1999
---------------------   -------------------------------------------------   --------------------------------
Kentucky                2003 KY H.B.  287 - High Cost Home Loan Act, Ky.    High Cost Home Loan
                        Rev. Stat. ss.ss. 360.100 et seq.
                        Effective June 24, 2003
---------------------   -------------------------------------------------   --------------------------------
Maine                   Truth in Lending,  Me. Rev. Stat. tit. 9-A,         High Rate High Fee Mortgage
                        ss.ss. 8-101 et seq.
                        Effective September 29, 1995 and as amended
                        from time to time
---------------------   -------------------------------------------------   --------------------------------
</TABLE>


                                       4
<PAGE>


<TABLE>
<CAPTION>

---------------------   -------------------------------------------------   --------------------------------
<S>                     <C>                                                 <C>
Massachusetts           Part 40 and Part 32, 209 C.M.R. ss.ss. 32.00        High Cost Home Loan
                        ET SEQ. and 209 C.M.R. ss.ss. 40.01 ET SEQ.
                        Effective March 22, 2001 and amended from time
                        to time
---------------------   -------------------------------------------------   --------------------------------
                        Massachusetts Predatory Home Loan Practices Act     High Cost Home Mortgage Loan
                        Mass. Gen. Laws ch. 183C, ss.ss. 1 ET SEQ.
                        Effective November 7, 2004
---------------------   -------------------------------------------------   --------------------------------
Nevada                  Assembly  Bill  No.  284, Nev. Rev. Stat. ss.ss.    Home Loan
                        598D.010 et seq.
                        Effective October 1, 2003
---------------------   -------------------------------------------------   --------------------------------
New Jersey              New Jersey Home Ownership  Security Act of 2002,    High Cost Home Loan
                        N.J. Rev. Stat. ss.ss. 46:10B-22 et seq.
                        Effective for loans closed on or after November
                        27, 2003
---------------------   -------------------------------------------------   --------------------------------
New York                N.Y. Banking Law Article 6-l Effective for          High Cost Home Loan
                        applications made on or after April 1, 2003
---------------------   -------------------------------------------------   --------------------------------
New Mexico              Home Loan  Protection  Act, N.M. Rev. Stat. ss.ss.  High Cost Home Loan
                        58-21A-1 et seq.
                        Effective as of January 1, 2004; Revised as of
                        February 26, 2004
---------------------   -------------------------------------------------   --------------------------------
North Carolina          Restrictions  and  Limitations on High Cost Home    High Cost Home Loan
                        Loans, N.C. Gen. Stat. ss.ss. 24-1.1E et seq.
                        Effective July 1, 2000; amended October 1, 2003
                        (adding open-end lines of credit)
---------------------   -------------------------------------------------   --------------------------------
Ohio                    H.B. 386  (codified  in various  sections of the    Covered Loan
                        Ohio Code), Ohio Rev. Code Ann. ss.ss. 1349.25 et
                        seq.
                        Effective May 24, 2002
---------------------   -------------------------------------------------   --------------------------------
</TABLE>


                                       5
<PAGE>


<TABLE>
<CAPTION>

---------------------   -------------------------------------------------   --------------------------------
<S>                     <C>                                                 <C>
Oklahoma                Consumer   Credit  Code   (codified  in  various    Subsection 10 Mortgage
                        sections of Title 14A)
                        Effective July 1, 2000; amended effective
                        January 1, 2004
---------------------   -------------------------------------------------   --------------------------------
South Carolina          South  Carolina  High  Cost  and  Consumer  Home    High Cost Home Loan
                        Loans Act, S.C. Code Ann. ss.ss. 37-23-10 et seq.
                        Effective for loans taken on or after January
                        1, 2004
---------------------   -------------------------------------------------   --------------------------------
West Virginia           West  Virginia   Residential   Mortgage  Lender,    West  Virginia   Mortgage  Loan
                        Broker and  Servicer Act, W. Va. Code Ann. ss.ss.   Act Loan
                        31-17-1 et seq.
                        Effective June 5, 2002
---------------------   -------------------------------------------------   --------------------------------
</TABLE>


STANDARD & POOR'S
COVERED LOAN CATEGORIZATION

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------
State/Jurisdiction      Name of Anti-Predatory                              Category under Applicable
                        Lending Law/Effective Date                          Anti-Predatory Lending Law
---------------------   -------------------------------------------------   --------------------------------
<S>                     <C>                                                 <C>
Georgia  (Oct.  1,      Georgia  Fair  Lending Act, Ga. Code Ann. ss.ss.    Covered Loan
2002 - Mar. 6, 2003)    7-6A-1 et seq.
                        Effective October 1, 2002 - March 6, 2003
---------------------   -------------------------------------------------   --------------------------------
New Jersey              New Jersey Home Ownership  Security Act of 2002,    Covered Home Loan
                        N.J. Rev. Stat. ss.ss. 46:10B-22 et seq.
                        Effective November 27, 2003 - July 5, 2004
---------------------   -------------------------------------------------   --------------------------------
</TABLE>


                                       6
<PAGE>


STANDARD & POOR'S
HOME LOAN CATEGORIZATION

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------
State/Jurisdiction      Name of Anti-Predatory                              Category under Applicable
                        Lending Law/Effective Date                          Anti-Predatory Lending Law
---------------------   -------------------------------------------------   --------------------------------
<S>                     <C>                                                 <C>
Georgia  (Oct.  1,      Georgia  Fair  Lending Act, Ga. Code Ann. ss.ss.    Home Loan
2002 - Mar. 6, 2003)    7-6A-1 et seq.
                        Effective October 1, 2002 - March 6, 2003
---------------------   -------------------------------------------------   --------------------------------
Indiana                 Indiana Home Loan Practices Act,                    Home Loan
                        Ind. Code Ann. ss.ss. 24-9-1-1 ET SEQ.
                        Effective for loans originated on or after
                        January 1, 2005.
---------------------   -------------------------------------------------   --------------------------------
New Jersey              New Jersey Home Ownership  Security Act of 2002,    Home Loan
                        N.J. Rev. Stat. ss.ss. 46:10B-22 et seq.
                        Effective for loans closed on or after November
                        27, 2003
---------------------   -------------------------------------------------   --------------------------------
New Mexico              Home Loan  Protection Act, N.M. Rev. Stat. ss.ss.   Home Loan
                        58-21A-1 et seq.
                        Effective as of January 1, 2004; Revised as of
                        February 26, 2004
---------------------   -------------------------------------------------   --------------------------------
North Carolina          Restrictions  and  Limitations on High Cost Home    Consumer Home Loan
                        Loans, N.C. Gen. Stat. ss.ss. 24-1.1E et seq.
                        Effective July 1, 2000; amended October 1, 2003
                        (adding open-end lines of credit)
---------------------   -------------------------------------------------   --------------------------------
South Carolina          South Carolina High Cost and Consumer Home          Consumer Home Loan
                        Loans Act, S.C. Code Ann. ss.ss. 37-23-10
                        ET SEQ. Effective for loans taken on or
                        after January 1, 2004
---------------------   -------------------------------------------------   --------------------------------
</TABLE>


                                       7