Exhibit
      10.5

    


    EMPLOYMENT
      AGREEMENT OF

    


    STEVEN
      R.
      MUMMA

    


    AGREEMENT
      made this 18th day of January, 2008, between New York Mortgage Trust, Inc.,
      a
      Maryland corporation (the "Company"), and Steven R. Mumma (the
      "Executive").

    


    The
      Executive is presently employed as the Co-Chief Executive Officer, President
      and
      Chief Financial Officer of the Company. The Board of Directors of the Company
      (the "Board") recognizes that the Executive's contribution to the growth and
      success of the Company has been substantial. The Board desires to provide for
      the continued employment of the Executive and to make certain changes in the
      Executive's employment arrangements with the Company which the Board has
      determined will reinforce and encourage the continued attention and dedication
      to the Company of the Executive as a member of the Company's management, in
      the
      best interest of the Company and its shareholders. The Executive is willing
      to
      commit himself to continue to serve the Company, on the terms and conditions
      herein provided. The Executive's continued employment with the Company is
      contingent on his execution of this Employment Agreement.

    


    In
      order
      to effect the foregoing, the Company and the Executive wish to enter into an
      employment agreement on the terms and conditions set forth below. Accordingly,
      in consideration of the premises and the respective covenants and agreements
      of
      the parties herein contained, and intending to be legally bound hereby, the
      parties hereto agree as follows:

    


    1. Employment.
      The
      Company hereby agrees to continue to employ the Executive, and the Executive
      hereby agrees to continue to serve the Company, on the terms and conditions
      set
      forth herein.

    


    2. Term.
      The
      Term of this Employment Agreement will commence on January 18, 2008 and end
      on
      December 31, 2009, unless further extended or sooner terminated as hereinafter
      provided. "Term" shall mean the actual duration of Executive's employment
      hereunder, taking into account any extensions or termination of employment
      pursuant to Section 6.

    


    3. Position
      and Duties.
      The
      Executive shall serve as the Co-Chief Executive Officer, President and Chief
      Financial Officer of the Company and shall have such responsibilities, duties
      and authority as he may have as of the date hereof (or any position to which
      he
      may be promoted after the date hereof) and as may from time to time be assigned
      to the Executive by the Board that are consistent with such responsibilities,
      duties and authority. The Executive shall also serve as a senior executive
      officer of certain subsidiaries of the Company, with positions, titles and
      responsibilities that are suitable for the Co-Chief Executive Officer, President
      and Chief Financial Officer of the Company, at the reasonable request of the
      Board without additional compensation. The Executive shall devote substantially
      all his working time and efforts to the business and affairs of the Company;
      provided, that nothing in this Agreement shall preclude Executive from serving
      as a director or trustee in any other firm or from pursuing personal real estate
      investments and other personal investments, as long as such activities do not
      interfere with Executive's performance of his duties hereunder.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    4. Place
      of Performance.
      In
      connection with the Executive's employment by the Company, the Executive shall
      be based at the principal executive offices of the Company in New York, New
      York, except for required travel on the Company's business to an extent
      substantially consistent with present business travel obligations.

    


    5. Compensation
      and Related Matters.

    


    (a) Base
      Salary.
      The
      Company shall pay the Executive a base salary annually (the "Base Salary"),
      which shall be payable in periodic installments according to the Company's
      normal payroll practices. The initial Base Salary shall be $150,000. During
      the
      Term, the Board or the Compensation Committee of the Board (the "Compensation
      Committee") shall review the Base Salary at least once a year to determine
      whether the Base Salary should be increased effective the following January
      1.
      Any increase shall be determined before March 31 of each year and shall be
      retroactive to January 1. The Base Salary, including any increases, shall not
      be
      decreased during the Term. For purposes of this Agreement, the term "Base
      Salary" shall mean the amount established and adjusted from time to time
      pursuant to this Section 5(a).

    


    (b) Cash
      Incentive Awards.
      

    


    (i) Annual
      Cash Bonus.
      The
      Executive shall be eligible to participate in the Company's annual cash
      incentive bonus plan adopted by the Compensation Committee for each fiscal
      year
      (including any partial year) during the Term of this Agreement ("Bonus Plan").
      If the Executive or the Company, as the case may be, satisfies the performance
      criteria contained in such Bonus Plan for a fiscal year, he shall receive an
      annual Incentive Bonus (as defined below) in an amount determined by the
      Compensation Committee and subject to ratification by the Board, if required.
      If
      the Executive or the Company, as the case may be, fails to satisfy the
      performance criteria contained in such Bonus Plan for a fiscal year, the
      Compensation Committee may determine whether any Incentive Bonus shall be
      payable to Executive for that year, subject to ratification by the Board, if
      required. The Bonus Plan shall contain both individual and corporate performance
      goals for each fiscal year established by the Compensation Committee. The annual
      Incentive Bonus shall be paid to the Executive no later than thirty (30) days
      after the date the Compensation Committee determines whether the criteria in
      the
      Bonus Plan for such fiscal year were satisfied.

    


    (ii) Milestone
      Bonus Payments.
      The
      Executive shall be entitled to be paid a special bonus of $75,000 with respect
      to each of the following events if such events occur:

    


    
      	 	
              A.

            	
              Completion
                by the Company of public offering and/or private placements of common
                stock (excluding any shares of common stock of the Company issued
                upon
                conversion of the Company’s Series A Redeemable Convertible Preferred
                Stock) raising aggregate gross proceeds of at least $75 million prior
                to
                December 31, 2008; and

            


    

    


    
      	 	
              B.

            	
              Filing
                of a registration statement by no later than June 30, 2008, registering
                for resale the Company’s Series A Convertible Preferred Stock and the
                shares of common stock issuable upon conversion of the outstanding
                shares
                of the Company’s Series A Convertible Preferred
                Stock.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (iii) Definition
      of Incentive Bonus.
      For
      purposes of this Agreement, the term "Incentive Bonus" shall mean the any annual
      cash bonus payable pursuant to Section 5(b)(i) and any special bonus payable
      pursuant to Section 5(b)(ii). The total target Incentive Bonus for 2008,
      assuming both milestones in Section 5(b)(ii) are achieved and the Company and
      Executive achieve the performance goals established in the Bonus Plan to be
      established by the Compensation Committee referred to in Section 5(b)(i) are
      achieved, is $300,000.

    


    (c) Stock
      Based Awards.
      The
      Company has established the 2004 Stock Incentive Plan ("Stock Incentive Plan").
      Subject to the terms and conditions of the Stock Incentive Plan, as amended
      from
      time to time, the Executive shall be eligible to participate in the Stock
      Incentive Plan, and shall be eligible to receive restricted stock awards under
      the Stock Incentive Plan. The Compensation Committee shall approve any such
      awards made to the Executive pursuant to the Stock Incentive Plan.

    


    (i) Stock
      Incentive Plan Restricted Stock Awards.
      Any
      Stock Incentive Plan provides for the issuance of shares of Company common
      stock
      as restricted common stock ("Restricted Stock Grants") to the extent that such
      shares of common stock are available thereunder. Restricted Stock Grants awarded
      to the Executive shall vest such that 1/3 of the awarded shares are vested
      upon
      issuance, 1/3 shall vest on the first anniversary of the date of issuance,
      and
      1/3 shall vest on the second anniversary of the date of issuance.
      Notwithstanding the foregoing, the Executive will be 100% vested and all
      restrictions on each outstanding Restricted Stock Grant will lapse upon (i)
      a
      Change in Control (as defined herein), (ii) a termination by the Company without
      Cause (as defined herein), (iii) a termination by the Executive for Good Reason
      (as defined herein), (iv) the Executive's death, (v) the Disability (as defined
      below) of the Executive, and that the Executive will forfeit all unvested shares
      if he is terminated for Cause or he terminates for other than Good Reason.
      The
      common stock issued as Restricted Stock Grants will have voting and dividend
      rights. 

    


    For
      purposes of this Agreement:

    


    "Acquiring
      Person" means that a Person, considered alone or as part of a "group" within
      the
      meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended,
      is or becomes directly or indirectly the beneficial owner (as defined in Rule
      13d-3 under the Exchange Act) of securities representing at least fifty percent
      (50%) of the Company's then outstanding securities entitled to vote generally
      in
      the election of the Board.

    


    "Continuing
      Director" means any member of the Board, while a member of the Board and (i)
      who
      was a member of the Board on the closing date of the Company's initial public
      offering of the Common Stock or (ii) whose nomination for or election to the
      Board was recommended or approved by a majority of the Continuing
      Directors.

    


    "Control
      Change Date" means the date on which a Change in Control occurs. If a Change
      in
      Control occurs on account of a series of transactions, the "Control Change
      Date"
      is the date of the last of such transactions.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    "Change
      in Control" means (i) a Person is or becomes an Acquiring Person; (ii) holders
      of the securities of the Company entitled to vote thereon approve any agreement
      with a Person (or, if such approval is not required by applicable law and is
      not
      solicited by the Company, the closing of such an agreement) that involves the
      transfer of all or substantially all of the Company's total assets on a
      consolidated basis, as reported in the Company's consolidated financial
      statements filed with the Securities and Exchange Commission; (iii) holders
      of
      the securities of the Company entitled to vote thereon approve a transaction
      (or, if such approval is not required by applicable law and is not solicited
      by
      the Company, the closing of such a transaction) pursuant to which the Company
      will undergo a merger, consolidation, or statutory share exchange with a Person,
      regardless of whether the Company is intended to be the surviving or resulting
      entity after the merger, consolidation, or statutory share exchange, other
      than
      a transaction that results in the voting securities of the Company carrying
      the
      right to vote in elections of persons to the Board outstanding immediately
      prior
      to the closing of the transaction continuing to represent (either by remaining
      outstanding or by being converted into voting securities of the surviving
      entity) at least 50% (fifty percent) of the Company's voting securities carrying
      the right to vote in elections of persons to the Company's Board, or such
      securities of such surviving entity, outstanding immediately after the closing
      of such transaction; (iv) the Continuing Directors cease for any reason to
      constitute a majority of the Board; (v) holders of the securities of the Company
      entitled to vote thereon approve a plan of complete liquidation of the Company
      or an agreement for the sale or liquidation by the Company of all or
      substantially all of the Company's assets (or, if such approval is not required
      by applicable law and is not solicited by the Company, the commencement of
      actions constituting such a plan or the closing of such an agreement); or (vi)
      the Board adopts a resolution to the effect that, in its judgment, as a
      consequence of any one or more transactions or events or series of transactions
      or events, a Change in Control of the Company has effectively occurred. The
      Board shall be entitled to exercise its sole and absolute discretion in
      exercising its judgment and in the adoption of such resolution, whether or
      not
      any such transaction(s) or event(s) might be deemed, individually or
      collectively, to satisfy any of the criteria set forth in subparagraphs (i)
      through (v) above. Notwithstanding the foregoing, for purposes of this
      Agreement, (a) the issuance and sale by the Company of its Series A Convertible
      Preferred Stock and any conversion of such Series A Convertible Preferred Stock
      into shares of the Company’s common stock shall not be deemed to be a Change of
      Control and (b) any issuance by the Company of newly issued shares of its
      capital stock in a private or public offering of securities for cash shall
      not
      be deemed to be a Change of Control. 

    


    "Person"
      means any human being, firm, corporation, partnership, or other entity. "Person"
      also includes any human being, firm, corporation, partnership, or other entity
      as defined in sections 13(d)(3) and 14(d)(2) of the Exchange Act. The term
      "Person" does not include the Company or any Related Entity, and the term Person
      does not include any employee-benefit plan maintained by the Company or any
      Related Entity, or any person or entity organized, appointed, or established
      by
      the Company or any Related Entity for or pursuant to the terms of any such
      employee-benefit plan, unless the Board determines that such an employee-benefit
      plan or such person or entity is a "Person".

    


    "Related
      Entity" means any entity that is part of a controlled group of corporations
      or
      is under common control with the Company within the meaning of Sections 1563(a),
      414(b) or 414(c) of the Code.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (d) Benefits.

    


    (i) Vacation.
      The
      Executive shall be entitled to four (4) weeks of paid vacation per full calendar
      year. The Executive shall be entitled to cash in lieu of any unused vacation
      time. The Executive shall not be entitled to carry over any unused vacation
      time
      from year to year. 

    


    (ii) Sick
      and Personal Days.
      The
      Executive shall be entitled to sick and personal days in accordance with the
      policies of the Company.

    


    (iii) Employee
      Benefits.

    


    (A) Participation
      in Employee Benefit Plans.
      Subject
      to the terms of any applicable plans, policies or programs, the Executive and
      his spouse and eligible dependents, if any, and their respective designated
      beneficiaries where applicable, will be eligible for and entitled to participate
      in any Company sponsored employee benefit plans, including but not limited
      to
      benefits such as group health, dental, accident, disability insurance, group
      life insurance, and a 401(k) plan, as such benefits may be offered from time
      to
      time, on a basis no less favorable than that applicable to other executives
      of
      the Company.

    


    (B) Disability
      Insurance.
      The
      Company shall reimburse the Executive the amount of the premiums paid by the
      Executive on, at the Executive’s cost, a renewable long-term Disability plan
      that, subject to the terms of such plan and any applicable plans, policies
      or
      programs, provides for payment of not less than 200% of the Executive's Base
      Salary for so long as any long-term Disability of the Executive continues.
      In
      addition, the Company shall reimburse the Executive the amount of the premiums
      payable by the Executive with respect to a personal supplemental long-term
      disability insurance policy providing for benefits equal to at least 100% of
      the
      Executive's Base Salary for so long as any long-term Disability of the Executive
      continues. The Company shall not be obligated to reimburse the Executive for
      such amounts until the Executive has presented the Company with a statement
      documenting such payments.

    


    (C) Annual
      Physical.
      If the
      Executive desires an annual physical examination, the Company shall provide,
      at
      its cost, a medical examination for the Executive on an annual basis by a
      licensed physician in the New York, New York metropolitan area selected by
      the
      Executive. The results of the examination and any medical information or records
      regarding the examination will be provided by the physician to the executive,
      and not to the Company.

    


    (D) Directors
      and Officers Insurance.
      During
      the Term and for a period of 24 months thereafter, the Executive shall be
      entitled to director and officer insurance coverage for his acts and omissions
      while an officer and director of the Company on a basis no less favorable to
      him
      than the coverage provided to current officers and directors.

    


    (E) Life
      Insurance.
      The
      Company shall reimburse the Executive the amount of the premiums paid by the
      Executive on a whole life policy for the benefit of the Executive or the
      Executive's designated beneficiaries with a death benefit of $3.0 million.
      The
      Executive shall be entitled to reimbursement of any income tax that the
      Executive incurs with respect to the Company's payment of premiums. The Company
      shall not be obligated to reimburse the Executive for such amounts until the
      Executive has presented the Company with a statement documenting such
      payments.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (F) Key
      Man Life Insurance.
      The
      Company may purchase on the life of the Executive up to $15.0 million of key
      man
      life insurance with the Company as the beneficiary of the death
      benefit.

    


    (IV) Expenses,
      Office and Systems Support.
      The
      Executive shall be entitled to reimbursement of all reasonable expenses, in
      accordance with the Company's policy as in effect from time to time and on
      a
      basis no less favorable than that applicable to other executives of the Company,
      including, without limitation, telephone, reasonable travel and reasonable
      entertainment expenses incurred by the Executive in connection with the business
      of the Company, upon the presentation by the Executive of appropriate
      documentation. The Executive shall also be entitled to appropriate office space,
      systems support and other critical services necessary for the performance of
      the
      Executive's duties.

    


    6. Termination.
      The
      Executive's employment hereunder may be terminated without any breach of this
      Agreement only under the following circumstances:

    


    (a) Death.
      The
      Executive's employment hereunder shall terminate upon his death.

    


    (b) Disability.
      If, in
      the written opinion of a qualified physician reasonably agreed to by the Company
      and the Executive, the Executive shall become unable to perform his duties
      hereunder due to Disability, the Company may terminate the Executive's
      employment hereunder. As used in this Agreement, the term "Disability" shall
      mean inability of the Executive, due to physical or mental condition, to perform
      the essential functions of the Executive's job, after consideration of the
      availability of reasonable accommodations, for more than 180 total calendar
      days
      during any period of 12 consecutive months.

    


    (c) For
      Cause.
      The
      Company may terminate the Executive's employment hereunder for Cause. For
      purposes of this Agreement, the Company shall have "Cause" to terminate the
      Executive's employment hereunder upon a determination by at least a majority
      of
      the members of the Board (other than Executive) at a meeting of the Board called
      and held for such purpose (after reasonable notice is provided to the Executive
      of such meeting, the purpose thereof and the particulars of the basis for such
      meeting and the Executive is given an opportunity, together with counsel, to
      be
      heard before the Board) that Executive (i) has committed fraud or
      misappropriated, stolen or embezzled funds or property from the Company or
      an
      affiliate of the Company or secured or attempted to secure personally any profit
      in connection with any transaction entered into on behalf of the Company or
      any
      affiliate of the Company, (ii) has been convicted of, or entered a plea of
      guilty or "nolo contendre" to, a felony which in the reasonable opinion of
      the
      Board brings Executive into disrepute or is likely to cause material harm to
      the
      Company's (or any affiliate of the Company) business, financial condition or
      prospects, (iii) has, notwithstanding not less than 30 days' prior written
      notice from the Board, willfully failed to perform (other than by reason of
      illness or temporary disability ) his material duties hereunder, (iv) has
      knowingly violated or breached any material law or regulation to the material
      detriment of the Company or any affiliates of the Company or its business,
      or
      (v) has breached any non-disclosure agreement between Executive and the Company
      which causes or is reasonably likely to cause material harm to the Company.
      For
      purposes of this provision, no act or failure to act, on the part of the
      Executive, shall be considered "willful" unless it is done, or omitted to be
      done, by the Executive in bad faith or without reasonable belief that his action
      or omission was in the best interests of the Company. Any act, or failure to
      act, based upon authority given pursuant to a resolution duly adopted by the
      Board or based upon the advice of counsel for the Company shall be conclusively
      presumed to be done, or omitted to be done, by the Executive in good faith
      and
      in the best interests of the Company. Any notice of termination delivered by
      the
      Company to Executive that purports to notify Executive of a termination for
      Cause, but where the Company has not otherwise followed the procedures set
      forth
      in the definition of "Cause" above, shall be deemed to constitute a notice
      of
      termination without Cause pursuant to Section 6(d) hereof. Neither a notice
      from
      the Company to Executive that a meeting of the Board has been scheduled to
      determine whether grounds for a termination for "Cause" exist, nor the holding
      of such a meeting, shall itself be construed as a notice of termination for
      such
      purpose. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (d) Without
      Cause.
      The
      Company may at any time terminate the Executive's employment hereunder without
      Cause.

    


    (e) Termination
      by the Executive.

    


    (i) The
      Executive may terminate his employment hereunder (A) for Good Reason, or (B)
      at
      any time after the date hereof by giving sixty (60) days prior notice of his
      intention to terminate.

    


    (ii) For
      purposes of this Agreement, "Good Reason" shall mean (A) a failure by the
      Company to comply with any material provision of this Agreement (other than
      the
      Company's payment obligations referred to in clause (E) below) which has not
      been cured within thirty (30) days after notice of such noncompliance has been
      given by the Executive to the Company, (B) the assignment to the Executive
      of
      any material duties inconsistent with the Executive's position with the Company
      or a substantial adverse alteration in the nature or status of the Executive's
      responsibilities without the consent of the Executive, (C) without the consent
      of the Executive, a material reduction in employee benefits other than a
      reduction generally applicable to similarly situated executives of the Company,
      (D) without the consent of the Executive, relocation of the Company's principal
      place of business outside of the Borough of Manhattan in the City of New York,
      or (E) any failure by the Company to pay the Executive Base Salary or any
      Incentive Bonus to which he is entitled under the Bonus Plan which failure
      has
      not been cured within ten (10) days after notice of such noncompliance has
      been
      given by the Executive to the Company or any failure of the Compensation
      Committee to approve a Bonus Plan for any fiscal year.

    


    (f) Any
      termination of the Executive's employment by the Company or by the Executive
      (other than termination pursuant to subsection (a) or (b) of this Section 6)
      shall be communicated by written Notice of Termination to the other party hereto
      in accordance with Section 12. For purposes of this Agreement, a "Notice of
      Termination" shall mean a notice which shall indicate the specific termination
      provision in this Agreement relied upon and shall set forth in reasonable detail
      the facts and circumstances claimed to provide a basis for termination of the
      Executive's employment under the provision so indicated.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (g) "Date
      of
      Termination" shall mean (i) if the Executive's employment is terminated by
      his
      death, the date of his death, (ii) if the Executive's employment is terminated
      pursuant to subsection (b) above, the date as of which the physician's written
      opinion is received by the Company, (iii) if the Executive's employment is
      terminated pursuant to subsection (c) above, the date specified in the Notice
      of
      Termination, and (iv) if the Executive's employment is terminated for any other
      reason, the date sixty (60) days following the date on which a Notice of
      Termination is given.

    


    7. Compensation
      Upon Termination, Death or During Disability.

    


    (a) Death.
      If the
      Executive's employment is terminated by his death, the Company shall within
      ten
      (10) days following the date of the Executive's death, pay to the Executive's
      designated beneficiary(ies) an amount equal to the Executive's annual Base
      Salary for the year in which the termination took place, and an amount equal
      to
      the Executive's target Bonus for the year in which the termination took place,
      together with any other amounts to which the Executive is entitled pursuant
      to
      death benefit plans, programs and policies. In addition, all stock options,
      restricted stock awards and any other equity awards granted by the Company
      to
      the Executive shall become fully vested, unrestricted and exercisable as of
      the
      Date of Termination.

    


    (b) Disability.
      During
      any period that the Executive fails to perform his duties hereunder as a result
      of his incapacity due to a physical or mental condition ("disability period"),
      the Executive shall continue to receive his full Base Salary at the rate then
      in
      effect for such disability period (and shall not be eligible for payments under
      the disability plans, programs and policies maintained by the Company or in
      connection with employment by the Company ("Disability Plans")) until his
      employment is terminated pursuant to Section 6(b) hereof, and upon such
      termination, the Executive shall, within ten (10) days of such termination,
      be
      entitled to all amounts to which the Executive is entitled pursuant to the
      Disability Plans. The Executive's rights under any long-term Disability Plan
      shall be determined in accordance with the provisions of such plan, but in
      no
      event will the Company maintain a long-term Disability plan that provides for
      payment of less than 200% of the Executive's Base Salary. In addition, upon
      the
      Executive's termination in accordance with Section 7(b) hereof, all stock
      options, restricted stock grants awards and any other equity awards granted
      by
      the Company to the Executive shall become fully vested, unrestricted and
      exercisable as of the Date of Termination.

    


    (c) Cause
      or other than Good Reason.
      If the
      Executive's employment shall be terminated by the Company for Cause or by the
      Executive for other than Good Reason, the Company shall pay the Executive his
      full Base Salary through the Date of Termination at the rate in effect at the
      time Notice of Termination is given and reimburse the Executive for all
      reasonable and customary expenses incurred by the Executive in performing
      services hereunder prior to the Date of Termination in accordance with Section
      6(d), and the Company shall have no further obligations to the Executive under
      this Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (d) Termination
      by the Company without Cause (other than for death or Disability) or Termination
      by the Executive for Good Reason.
      If the
      Company shall terminate the Executive's employment other than for death,
      Disability pursuant to Section 6(b) or Cause, or the Executive shall terminate
      his employment for Good Reason, then:

    


    (i) the
      Company shall pay the Executive any earned and accrued but unpaid installment
      of
      Base Salary through the Date of Termination at the rate in effect at the time
      Notice of Termination is given and all other unpaid and pro rata amounts to
      which the Executive is entitled as of the Date of Termination under any
      compensation plan or program of the Company, including without limitation,
      the
      approved annual Bonus Plan for the year in which the Date of Termination occurs
      and all accrued but unused vacation time, such payments to be made in a lump
      sum
      on or before the tenth day following the Date of Termination;

    


    (ii) in
      lieu
      of any further salary payments to the Executive for periods subsequent to the
      Date of Termination, the Company shall pay as liquidated damages to the
      Executive $500,000, except that in the event of a Change of Control during
      2008,
      the amount shall include the $500,000 plus the Executive’s target Bonus for the
      year in which the Change of Control occurs; such payment to be made in a lump
      sum on or before the tenth day following the Date of Termination. In addition,
      all stock options, restricted stock awards and any other equity awards granted
      by the Company to the Executive shall become fully vested, unrestricted and
      exercisable as of the Date of Termination;

    


    (iii) In
      the
      case of a termination of the Executive's employment by the Company without
      Cause
      or for Disability, or by the Executive for Good Reason, the Company shall pay
      the full cost for the Executive to participate in the health insurance plan
      in
      which the Executive was enrolled immediately prior to the Date of Termination
      for a period of eighteen (18) months, provided that the Executive's continued
      participation is possible under the general terms and provisions of such plans
      and programs. In the event that the Executive's participation in any such plan
      or program is barred, the Company shall arrange to provide the Executive with
      benefits substantially similar to those which the Executive would otherwise
      have
      been entitled to receive under such plan from which his continued participation
      is barred; and 

    


    (iv) The
      obligations of the Company to make any payments to Executive required under
      Section 7(d)(ii) hereof shall be conditioned on the execution and delivery
      by
      the Executive of a general release of claims in form and substance reasonably
      satisfactory to the Company. 

    


    8. Nondisclosure.
      The
      Executive shall hold in a fiduciary capacity for the benefit of the Company
      all
      secret or confidential information, knowledge or data relating to the Company
      or
      any of its affiliated companies, and their respective businesses, which shall
      have been obtained by the Executive during the Executive's employment by the
      Company or any of its affiliated companies and which shall not be or become
      public knowledge (other than by acts by the Executive or representatives of
      the
      Executive in violation of this Agreement). After termination of the Executive's
      employment with the Company, the Executive shall not, without the prior written
      consent of the Company or as may otherwise be required by law or legal process,
      communicate or divulge any such information, knowledge or data to anyone other
      than the Company and those designated by it. The agreement made in this Section
      8 shall be in addition to, and not in limitation or derogation of, any
      obligations otherwise imposed by law or by separate agreement upon the Executive
      in respect of confidential information of the Company.

    


    9. Successors;
      Binding Agreement.
      This
      Agreement shall be binding upon and inure to the benefit of successors and
      permitted assigns of the parties. This Agreement may not be assigned, nor may
      performance of any duty hereunder be delegated, by either party without the
      prior written consent of the other; provided, however, the Company may assign
      this Agreement to any successor to its business, including but not limited
      to in
      connection with any subsequent merger, consolidation, sale of all or
      substantially all of the assets or stock of the Company or similar transaction
      involving the Company or a successor corporation.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    10. Additional
      Payments by the Company.

    


    (a) If
      it is
      determined (as hereafter provided) that any payment or distribution by the
      Company to or for the benefit of the Executive, whether paid or payable or
      distributed or distributable pursuant to the terms of this Agreement or
      otherwise pursuant to or by reason of any other agreement, policy, plan, program
      or arrangement, including without limitation any option, share appreciation
      right or similar right, or the lapse or termination of any restriction on or
      the
      vesting or exercisability of any of the foregoing (a "Payment"), would be
      subject to the excise tax imposed by Section 4999 of the Code (or any successor
      provision thereto) or to any similar tax imposed by state or local law, or
      any
      interest or penalties with respect to such excise tax (such tax or taxes,
      together with any such interest and penalties, are hereafter collectively
      referred to as the "Excise Tax"), then Executive will be entitled to receive
      an
      additional payment or payments (a "Gross-Up Payment") in an amount such that,
      after payment by Executive of all taxes (including any interest or penalties
      imposed with respect to such taxes), including any Excise Tax, imposed upon
      the
      Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal
      to
      the Excise Tax imposed upon the Payments.

    


    (b) All
      determinations required to be made under this Section 10, including whether
      an
      Excise Tax is payable by Executive and the amount of such Excise Tax and whether
      a Gross-Up Payment is required and the amount of such Gross-Up Payment, will
      be
      made by the Company's then current outside auditors; provided that if that
      firm
      is unwilling or unable to provide such services, another accounting firm may
      be
      selected by the Company (such accounting firm the "Accounting Firm"). The
      Company will direct the Accounting Firm to submit its determination and detailed
      supporting calculations to both the Company and Executive within 30 calendar
      days after the date of the change in control or the date of Executive's
      termination of employment, if applicable, and any other such time or times
      as
      may be requested by the Company or Executive. If the Accounting Firm determines
      that any Excise Tax is payable by Executive, the Company will pay the required
      Gross-Up Payment to Executive no later than five calendar days prior to the
      due
      date for Executive's income tax return on which the Excise Tax is included.
      If
      the Accounting Firm determines that no Excise Tax is payable by Executive,
      it
      will, at the same time as it makes such determination, furnish Executive with
      an
      opinion that he has substantial authority not to report any Excise Tax on his
      federal, state, local income or other tax return. Any determination by the
      Accounting Firm as to the amount of the Gross-Up Payment will be binding upon
      the Company and Executive. As a result of the uncertainty in the application
      of
      Section 4999 of the Code (or any successor provision thereto) and the
      possibility of similar uncertainty regarding applicable state or local tax
      law
      at the time of any determination by the Accounting Firm hereunder, it is
      possible that Gross-Up Payments which will not have been made by the Company
      should have been made (an "Underpayment"), consistent with the calculations
      required to be made hereunder. In the event that the Company exhausts or fails
      to pursue its remedies pursuant to Section 10(f) hereof and Executive thereafter
      is required to make a payment of any Excise Tax, Executive shall so notify
      the
      Company, which will direct the Accounting Firm to determine the amount of the
      Underpayment that has occurred and to submit its determination and detailed
      supporting calculations to both the Company and Executive as promptly as
      possible. Any such Underpayment will be promptly paid by the Company to, or
      for
      the benefit of, Executive within five business days after receipt of such
      determination and calculations.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (c) The
      Company and Executive will each provide the Accounting Firm access to and copies
      of any books, records and documents in the possession of the Company or
      Executive, as the case may be, reasonably requested by the Accounting Firm,
      and
      otherwise cooperate with the Accounting Firm in connection with the preparation
      and issuance of the determination contemplated by Section 10(b)
      hereof.

    


    (d) The
      federal, state and local income or other tax returns filed by Executive will
      be
      prepared and filed on a consistent basis with the determination of the
      Accounting Firm with respect to the Excise Tax payable by Executive. To the
      extent the Excise Tax has not been previously withheld from amounts paid to
      the
      Executive, Executive will make proper payment of the amount of any Excise Tax,
      and at the request of the Company, provide to the Company true and correct
      copies (with any amendments) of his federal income tax return as filed with
      the
      Internal Revenue Service and corresponding state and local tax returns, if
      relevant, as filed with the applicable taxing authority, and such other
      documents reasonably requested by the Company, evidencing such payment. If
      prior
      to the filing of Executive's federal income tax return, or corresponding state
      or local tax return, if relevant, the Accounting Firm determines that the amount
      of the Gross-Up Payment should be reduced, Executive will within five business
      days pay to the Company the amount of such reduction.

    


    (e) The
      fees
      and expenses of the Accounting Firm for its services in connection with the
      determinations and calculations contemplated by Sections 10(b) and 10(d) hereof
      will be borne by the Company. If such fees and expenses are initially advanced
      by Executive, the Company will reimburse Executive the full amount of such
      fees
      and expenses within five business days after receipt from Executive of a
      statement therefore and reasonable evidence of his payment thereof.

    


    (f) Executive
      will notify the Company in writing of any claim by the Internal Revenue Service
      that, if successful, would require the payment by the Company of a Gross-Up
      Payment. Such notification will be given as promptly as practicable but no
      later
      than ten (10) business days after Executive actually receives notice of such
      claim and Executive will further apprise the Company of the nature of such
      claim
      and the date on which such claim is requested to be paid (in each case, to
      the
      extent known by Executive). Executive will not pay such claim prior to the
      earlier of (x) the expiration of the 30-calendar-day period following the date
      on which he gives such notice to the Company and (y) the date that any payment
      of amount with respect to such claim is due. If the Company notifies Executive
      in writing prior to the expiration of such period that it desires to contest
      such claim, Executive will:

    


    (i) provide
      the Company with any written records or documents in his possession relating
      to
      such claim reasonably requested by the Company;

    


    (ii) take
      such
      action in connection with contesting such claim as the Company reasonably
      requests in writing from time to time, including without limitation accepting
      legal representation with respect to such claim by an attorney competent in
      respect of the subject matter and reasonably selected by the
      Company;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (iii) cooperate
      with the Company in good faith in order effectively to contest such claim;
      and

    


    (iv) permit
      the Company to participate in any proceedings relating to such claim; provided,
      however, that the Company will bear and pay directly all costs and expenses
      (including interest and penalties) incurred in connection with such contest
      and
      will indemnify and hold harmless Executive, on an after-tax basis, for and
      against any Excise Tax or income tax, including interest and penalties with
      respect thereto, imposed as a result of such representation and payment of
      costs
      and expenses. Without limiting the foregoing provisions of this Section 10(f),
      the Company will control all proceedings taken in connection with the contest
      of
      any claim contemplated by this Section 10(f) and, at its sole option, may pursue
      or forego any and all administrative appeals, proceedings, hearings and
      conferences with the taxing authority in respect of such claim (provided that
      Executive may participate therein at his own cost and expense) and may, at
      its
      option, either direct Executive to pay the tax claimed and sue for a refund
      or
      contest the claim in any permissible manner, and Executive agrees to prosecute
      such contest to a determination before any administrative tribunal, in a court
      of initial jurisdiction and in one or more appellate courts, as the Company
      will
      determine; provided, however, that if the Company directs Executive to pay
      the
      tax claimed and sue for a refund, the Company will advance the amount of such
      payment to Executive on an interest-free basis and will indemnify and hold
      Executive harmless, on an after-tax basis, from any Excise Tax or income tax,
      including interest or penalties with respect thereto, imposed with respect
      to
      such advance; and provided further, however, that any extension of the statute
      of limitations relating to payment of taxes for the taxable year of Executive
      with respect to which the contested amount is claimed to be due is limited
      solely to such contested amount. Furthermore, the Company's control of any
      such
      contested claim will be limited to issues with respect to which a Gross-Up
      Payment would be payable hereunder and Executive will be entitled to settle
      or
      contest, as the case may be, any other issue raised by the Internal Revenue
      Service or any other taxing authority.

    


    (g) If,
      after
      the receipt by Executive of an amount advanced by the Company pursuant to
      Section 10(f) hereof, Executive receives any refund with respect to such claim,
      Executive will (subject to the Company's complying with the requirements of
      Section 10(f)) hereof) promptly pay to the Company the amount of such refund
      (together with any interest paid or credited thereon after any taxes applicable
      thereto). If, after the receipt by Executive of an amount advanced by the
      Company pursuant to Section 10(f) hereof, a determination is made that Executive
      will not be entitled to any refund with respect to such claim and the Company
      does not notify Executive in writing of its intent to contest such denial or
      refund prior to the expiration of 30 calendar days after such determination,
      then such advance will be forgiven and will not be required to be repaid and
      the
      amount of such advance will offset, to the extent thereof, the amount of
      Gross-Up Payment required to be paid pursuant to this Section 10. If, after
      the
      receipt by Executive of a Gross-Up Payment but before the payment by Executive
      of the Excise Tax, it is determined by the Accounting Firm that the Excise
      Tax
      payable by Executive is less than the amount originally computed by the
      Accounting Firm and consequently that the amount of the Gross-Up Payment is
      larger than that required by this Section 10, Executive shall promptly refund
      to
      the Company the amount by which the Gross-Up Payment initially made to Executive
      exceeds the Gross-Up Payment required under this Section 10. 

    


    11. Continued
      Performance.
      Provisions of this Agreement shall survive any termination of Executive's
      employment hereunder if so provided herein or if necessary or desirable fully
      to
      accomplish the purposes of such provisions, including, without limitation,
      the
      obligations of the Executive under the terms and conditions of Sections 8 and
      9.
      Any obligation of the Company to make payments to or on behalf of the Executive
      under Section 7 is expressly conditioned upon the Executive's continued
      performance of the Executive's obligations under Sections 8 and 9 for the time
      periods stated in Sections 8 and 9. The Executive recognizes that, except to
      the
      extent, if any, provided in Section 7, the Executive will earn no compensation
      from the Company after the Date of Termination.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    12. Notices.
      For the
      purposes of this Agreement, notices, demands and all other communications
      provided for in this Agreement shall be in writing and shall be deemed to have
      been duly given when delivered or (unless otherwise specified) mailed by United
      States certified or registered mail, return receipt requested, postage prepaid,
      addressed as follows:

    


    If
      to the
      Executive:

    


    Steven
      R.
      Mumma

    c/o
      New
      York Mortgage Trust, Inc.

    7th
      Floor

    1301
      Avenue of the Americas

    New
      York,
      NY 10019

    


    If
      to the
      Company:

    


    New
      York
      Mortgage Trust, Inc.

    7th
      Floor

    1301
      Avenue of the Americas

    New
      York,
      NY 10019

    Attn:
      Compensation Committee

    


    or
      to
      such other address as any party may have furnished to the others in writing
      in
      accordance herewith, except that notices of change of address shall be effective
      only upon receipt. 

    


    13. Miscellaneous.
      No
      provisions of this Agreement may be modified, waived or discharged unless such
      waiver, modification or discharge is agreed to in writing signed by the
      Executive and such officer of the Company as may be specifically designated
      by
      the Board. No waiver by either party hereto at any time of any breach by the
      other party hereto of, or compliance with, any condition or provision of this
      Agreement to be performed by such other party shall be deemed a waiver of
      similar or dissimilar provisions or conditions at the same or at any prior
      or
      subsequent time. No agreements or representations, oral or otherwise, express
      or
      implied, with respect to the subject matter hereof have been made by either
      party which are not set forth expressly in this Agreement. The validity,
      interpretation, construction and performance of this Agreement shall be governed
      by the laws of the State of New York without regard to its conflicts of law
      principles.

    


    (a) Validity.
      The
      invalidity or unenforceability of any provision or provisions of this Agreement
      shall not affect the validity or enforceability of any other provision of this
      Agreement, which shall remain in full force and effect.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (b) Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      deemed to be in an original but all of which together will constitute one and
      the same instrument.

    


    (c) Disputes.
      Any
      dispute or controversy arising under or in connection with this Agreement shall,
      at the Executive's sole discretion, be settled exclusively by such judicial
      remedies as the Executive may seek to pursue or by arbitration conducted before
      a panel of three arbitrators in New York, New York in accordance with the rules
      of the American Arbitration Association then in effect; provided, however,
      that
      the Company shall be entitled to seek a restraining order or injunction in
      any
      court of competent jurisdiction with respect to any violation or threatened
      violation of the provisions of Section 9 of this Agreement and the Executive
      hereby consents that such restraining order or injunction may be granted without
      the necessity of the Company's posting any bond. Judgment may be entered on
      the
      arbitrator's award in any court having jurisdiction. The expenses of arbitration
      shall be borne by the Company.

    


    (d) Executive's
      Legal Expenses.
      In the
      event that the Executive institutes any proceeding to enforce his rights under,
      or to recover damages for breach of this Agreement, the Executive, if he is
      the
      prevailing party, shall be entitled to recover from the Company any actual
      expenses for attorney's fees and disbursements incurred by him.

    


    (e) Indemnification.
      The
      Company shall indemnify and hold Executive harmless to the maximum extent
      permitted by the laws of the State of Maryland (and the law of any other
      appropriate jurisdiction after any reincorporation of the Company) against
      judgments, fines, amounts paid in settlement and reasonable expenses, including
      attorneys' fees incurred by Executive, in connection with the defense of, or
      as
      a result of any action or proceeding (or any appeal from any action or
      proceeding) in which Executive is made or is threatened to be made a party
      by
      reason of the fact that he is or was an officer or trustee of the Company,
      regardless of whether such action or proceeding is one brought by or in the
      right of the Company to procure a judgment in its favor (or other than by or
      in
      the right of the Company); provided, however, that this indemnification
      provision shall not apply to any action or proceeding relating to a dispute
      between the Company and the Executive based on any alleged breach or violation
      of this Agreement.

    


    (f) Entire
      Agreement.
      This
      Agreement sets forth the entire agreement of the parties hereto in respect
      of
      the subject matter contained herein and supersedes all prior agreements,
      promises, covenants, arrangements, communications, representations or
      warranties, whether oral or written, with respect to the subject matter hereof,
      including but not limited to that certain Employment Agreement, dated as of
      June
      29, 2004, by and between the Company and the Executive, as amended.

    


    [Signatures
      next page]


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement on the date
      and
      year first above written.

     

    
      	 	 	 	 
	 	 	 	
              NEW
                YORK MORTGAGE TRUST, INC.

            
	
              Attest:

            	 	 	 
	 	 	 	 
	By:
/s/
              Nathan Reese	 	 	By: /s/
              David A. Akre
	
              
                

              

            	 	 	
              
                

              

              Name:
                David Akre

              
                Title:
                  Co-Chief Executive Officer

              

            


    

     

    
      
        	 	 	 	 
	 	 	 	
                
                  STEVEN
                    R. MUMMA

                

              
	
                Attest:

              	 	 	 
	 	 	 	 
	By:
/s/
                Nathan Reese	 	 	/s/
                Steven R.
                Mumma