**ASSIGNMENT
      AND ASSUMPTION OF LEASE LANDLORD CONSENT AND LEASE MODIFICATION
      AGREEMENT**




**THIS
      ASSIGNMENT AND ASSUMPTION OF LEASE LANDLORD CONSENT AND LEASE MODIFICATION
      AGREEMENT** (the
“ **Assignment** ”)
      is
      made as of February 22, 2007 among The New York Mortgage Company, LLC.
      (“ **Assignor** ”),
      Tribeca Lending Corporation (the “ **Assignee** ”),
      and
      First States Investors 5200 LLC (“ **Landlord** ”).




**RECITALS**




**WHEREAS** ,
      the
      Landlord and the Assignor executed that certain Office Lease Agreement dated
      as
      of June 21, 2005, as amended by that certain First Amendment to Office lease
      dated as of September 30, 2005 (the “ **Lease** ”)
      by
      which the Landlord leased certain premises to the Assignor of approximately
      14,070 rentable square feet located in the office building at 1125 Route 22
      West, Bridgewater, New Jersey, as more fully described therein (the
“ **Premises** ”);




**WHEREAS** ,
      Assignor wishes to assign and transfer all of its right, title and interest
      in
      and to the Premises and Lease to Assignee, and Assignee is willing to assume
      all
      of the obligations of Tenant under the Lease arising after the date
      hereof;




**WHEREAS** ,
      Landlord’s consent to such assignment is required pursuant to the terms of the
      Lease, and the Landlord has agreed to consent to such assignment;




**WHEREAS** ,
      concurrently with this Assignment, in consideration of Landlord releasing
      Assignor from its obligations to Landlord under the Lease, Assignee’s parent,
      Franklin Credit Management Corporation (“Franklin”), has executed and delivered
      to Landlord a guaranty of the Lease (the “Franklin Guaranty”);




**NOW,
      THEREFORE** ,
      in
      consideration of the foregoing premises, and Ten Dollars ($10.00) and other
      good
      and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties hereto agree as follows:




1.  **Assignment** .
      Assignor hereby gives, grants, assigns, transfers, sets over and conveys to
      the
      Assignee its entire right, title and interest in and to the Premises and the
      Lease (including, without limitation, any security deposits posted pursuant
      thereto and any rights or options granted to tenant thereunder), effective
      as of
      the date hereof (the “ **Effective**  **Date** ”),
      and
      the Landlord hereby consents to such assignment subject to all of the terms
      and
      conditions herein contained.




2.  **Assignor’s
      Representations and Warranties** .
      Assignor hereby represents warrants and covenants to the Landlord and Assignee
      that: (a) it is the Tenant under the Lease; (b) subject to obtaining Landlord’s
      consent contained in paragraph 1 hereof, it has the full right, power and
      authority to execute and deliver this Assignment and to consummate the
      transaction provided for herein and such execution, delivery, performance and
      consummation have been duly authorized by all necessary action on the part
      of
      Assignor, and will not conflict with, result in the breach of, or entitle any
      party to terminate or call a material default with respect to the Lease; (c)
      it
      has not assigned, encumbered, pledged, mortgaged or otherwise transferred its
      interest in the Lease nor subleased the Premises or entered into any other
      occupancy agreement for such space, and that this assignment is made free and
      clear of the rights of any other party; (d) a true, correct and complete copy
      of
      the Lease is attached hereto as **Exhibit
      A** ;
      it has
      received no notices of default from Landlord with respect to the Lease and,
      to
      its knowledge, no default or event of default currently exists nor will exist
      with notice, the passage of time, or both; (e) all rent and other payments
      payable under the Lease on account of time periods on or before the Effective
      Date have been paid in full, or to the extent such amounts are not yet
      ascertainable shall be paid promptly when known to Assignor; (f) there exists
      no
      event or circumstance, which with the giving of notice or passage of time,
      or
      both, would constitute an event of default under the Lease; (g) except as
      specifically stated herein, Assignor has not amended the Lease; and (h) None
      of
      Assignor or its affiliates (i) is a Person whose property or interest in
      property is blocked or that has been determined to be subject to blocking
      pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking
      Property and Prohibiting Transactions With Persons Who Commit, Threaten to
      Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) knowingly engages
      in any dealings or transactions prohibited by Section 2 of such executive order,
      or otherwise knowingly associates with any such person in any manner violative
      of Section 2, or (iii) is a Person on the list of Specially Designated Nationals
      and Blocked Persons published by the Office of Foreign Assets Control of the
      United States Department of the Treasury on June 24, 2003, as updated from
      time
      to time, or subject to the limitations or prohibitions under any other United
      States Department of the Treasury’s Office of Foreign Assets Control regulation
      or executive order. Assignor and its affiliates are in full compliance with
      The
      Patriot Act.









3.  **Assignee’s
      Representations and Warranties** .
      The
      Assignee hereby represents and warrants to the Landlord and the Assignor that:
      (a) Assignee has full right, power and authority to assume the Lease, to execute
      and deliver this Assignment and to observe and perform all of the terms,
      covenants, conditions and provisions of the Lease and this Assignment; and
      (b)
      no authorization, consent, approval or license or other action by any
      governmental authority is or will be necessary in connection with the execution,
      delivery and performance of this Assignment and the Lease.




4.  **Waiver** .
      Assignee hereby waives its rights to terminate the Lease pursuant to the Early
      Termination Rider attached to and made a part of the Lease and the Early
      Termination Rider shall be deemed deleted from the Lease. Assignee and Landlord
      agree that the provisions of this paragraph 4 shall amend the terms and
      conditions of the Lease to the extent set forth herein.




5.  **Assumption** .
      Assignee hereby attorns to Landlord; and Assignee hereby assumes and agrees
      to
      fully and promptly perform and discharge all of the obligations and
      responsibilities of Assignor under the Lease accruing on and after the Effective
      Date.




6.  **Indemnification** .
      Assignee agrees to indemnify, defend and hold Assignor harmless from and against
      any loss, cost or damage which Assignor may suffer as a result of any failure
      of
      Assignee to fulfill, perform and discharge its obligations under the Lease
      on
      and after the Effective Date. Assignor hereby agrees to assume any and all
      obligations arising under the Lease prior to the Effective Date and agrees
      to
      indemnify, defend and hold Assignee harmless from and against all loss, cost
      and
      damage which Assignee may suffer as a result of any failure of Assignor to
      fulfill, perform and discharge its obligations under the Lease on account of
      periods prior to the Effective Date.




-2-




7.  **Landlord’s
      Consent** .
      By
      execution of this Assignment, Landlord hereby (i) consents and agrees to the
      assignment of the Lease from Assignor to Assignee, (ii) acknowledges the change
      of “notice” address for tenant as set forth below, (iii) acknowledges and
      consents to the provisions of paragraph 4 of this Assignment and (iv) upon
      receipt of a fully executed (with original signatures and reasonable evidence
      that the Franklin Guaranty was duly authorized by appropriate corporate action
      of Franklin) and duly acknowledged Franklin Guaranty, releases Assignor from
      its
      obligations under the Lease arising after the date hereof. Assignee covenants
      with Landlord that except as otherwise permitted under the Lease, it shall
      not,
      without obtaining the written approval of the Landlord in accordance with the
      terms of the Lease, further assign the Lease or make any sublease of the
      Premises. Landlord’s consent to this Assignment shall not be construed as a
      waiver of Landlord’s right to consent to any further assignment of the Lease or
      any subletting of the Premises. Landlord’s consent shall not be deemed a release
      of any liability of Assignor under the Lease except as set forth above. Nothing
      contained in this Assignment shall otherwise amend or modify any terms or
      provisions of the Lease, nor be deemed to grant to Assignor or Assignee any
      rights, powers, or privileges with respect to the Premises, the Building or
      the
      common areas which are not specifically provided in the Lease.




Notice
      Address for Tenant:





Tribeca
      Lending Corporation


c/o
      Franklin Credit Management Corporation


101
      Hudson Street, 25 th Floor


Jersey
      City, New Jersey 07032


Attn:
      William Sullivan, Chief Operating Officer





with
      a
      copy to:





Tribeca
      Lending Corporation


c/o
      Franklin Credit Management Corporation


101
      Hudson Street, 25 th Floor


Jersey
      City, New Jersey 07032


Attn:
      Kevin P. Gildea, General Counsel





8.  **Miscellaneous** .
      This
      Assignment shall bind and inure to the benefit of the parties hereto and their
      respective heirs, executors, administrators, successors and assigns. This
      Assignment may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which shall constitute one instrument. This Assignment
      shall be governed by and construed in accordance with the laws of the State
      of
      New Jersey.




-3-




**IN
      WITNESS WHEREOF** ,
      Landlord, Assignor and Assignee have caused this instrument to be executed
      as of
      the date first above written.




WITNESSED
              BY:
            LANDLORD:
              
              FIRST
                STATES INVESTORS 5200, LLC/s/
            By:
            /s/ Glenn
              BlumenthalName:Glenn
                Blumenthal
              Title:Vice
                President


ASSIGNOR:
              
              THE
                NEW YORK MORTGAGE COMPANY, LLC/s/
              Steven Mumma, CFO
            By:
            /s/ Steven
              B.
              SchnallName:Steven
                B. Schnall
              Title:President
                & Chief ExecutiveOfficer


ASSIGNEE:
              
              TRIBECA
                LENDING CORPORATION/s/
              Kevin A. Gildea
            By:
            /s/ Gordon
              JardinName:A.
                Gordon Jardin
              Title:CEO




-4-




**Exhibit
      A**


**The
      Lease**




-5-