Exhibit
      10.3

     

    ADVISORY
      AGREEMENT

     

    THIS
      ADVISORY AGREEMENT is made as of January 18, 2008
      by and
      between NEW YORK MORTGAGE TRUST, INC., a Maryland corporation (the “Company”),
      NEW
      YORK MORTGAGE FUNDING LLC and HYPOTHECA CAPITAL, LLC (each a “Subsidiary” and,
      together with the Company’s other Subsidiaries, as defined in Section 1(u), the
“Subsidiaries”), and JMP ASSET MANAGEMENT LLC, a Delaware limited liability
      company (together with its permitted assignees, the “Advisor”).

     

    WHEREAS,
      the Company is a corporation that has elected to be taxed as a real estate
      investment trust for federal income tax purposes; and

     

    WHEREAS,
      the Company and Subsidiaries desire to retain the Advisor to provide investment
      advisory services to the Subsidiaries on the terms and conditions hereinafter
      set forth, and the Advisor wishes to be retained to provide such
      services. 

     

    NOW
      THEREFORE, in consideration of the mutual agreements herein set forth, the
      parties hereto agree as follows:

     

    
      
        SECTION
          1. DEFINITIONS.
          The
          following terms have the meanings assigned them:

      

    

     

    (a)  “Agreement”
means
      this Advisory Agreement, as amended from time to time.

     

    (b)  “Base
      Advisory Fee”
means
      the base advisory fee, calculated and paid quarterly in arrears, in an amount
      equal to (i) 1/4 of Equity as of the end of the quarter multiplied by (ii)
      1.50%.

     

    (c)  “Board
      of Directors”
means
      the Board of Directors of the Company.

     

    (d)  “Change
      of Control”
means
      the occurrence of any of the following:

     

    (i)   the
      sale,
      lease or transfer, in one or a series of related transactions, of all or
      substantially all of the assets of the Advisor, taken as a whole, to any Person
      other than JMP Group, Inc. or any of their respective affiliates;
      or

     

    (ii)  the
      acquisition by any Person or group (within the meaning of Section 13(d)(3)
      or
      Section 14(d)(2) of the Exchange Act, or any successor provision), including
      any
      group acting for the purpose of acquiring, holding or disposing of securities
      (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than
      JMP
      Group, Inc. or any of their respective affiliates, in a single transaction
      or in
      a related series of transactions, by way of merger, consolidation or other
      business combination or purchase of beneficial ownership (within the meaning
      of
      Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more
      of
      the total voting power of the voting capital interests of the
      Advisor.

     

    (e)  “Code”
means
      the Internal Revenue Code of 1986, as amended.

     

    (f)  “Common
      Share”
means
      a
      share of stock of the Company now or hereafter authorized as voting common
      stock
      of the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (g)  “Core
      Earnings”
is
      a
      non-GAAP measure and is defined as GAAP net income (loss) excluding non-cash
      equity compensation expense and any unrealized gains, losses or other items
      that
      do not affect realized net income (regardless of whether such items are included
      in other comprehensive income or loss, or in net income); provided,
      however,
      that
      Core Earnings and GAAP net income will be adjusted to exclude one-time events
      pursuant to changes in GAAP and certain non-cash charges after discussions
      between the Manager and the Independent Directors and approved by a majority
      of
      the Independent Directors.

     

    (h)  “Equity”
means,
      for purposes of calculating the Base Advisory Fee, for any quarter, the greater
      of (i) the net asset value of the Investments of the Subsidiaries as of the
      end
      of the quarter or (ii) the sum of $20,000,000 plus 50% of the net proceeds
      to
      the Company or its Subsidiaries of any offering of common or preferred stock,
      after deducting underwriting discounts and commissions, placement fees, offering
      expenses and other fees and expenses incurred by the Company or the Subsidiaries
      in connection with the offering, completed during the term of this Agreement.
      

     

    (i)  “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

     

    (j)  “Excluded
      Assets”
means
      all those U.S. Government agency mortgage-backed securities and any other assets
      that, in each case, have been identified by the Company as having been allocated
      to the Subsidiaries in connection with the Company’s compliance with the
      requirements to maintain its exemption from regulation under the Investment
      Company Act of 1940, as amended.

     

    (k)  “Federal
      Reserve Board”
means
      the Board of Governors of the Federal Reserve System.

     

    (l)  “GAAP”
means
      generally accepted accounting principles, as applied in the United
      States.

     

    (m)  “Governing
      Instruments”
means,
      with regard to any entity, the articles of incorporation and bylaws in the
      case
      of a corporation, certificate of limited partnership (if applicable) and the
      partnership agreement in the case of a general or limited partnership, the
      articles of formation and the operating agreement in the case of a limited
      liability company, the trust instrument in the case of a trust, or similar
      governing documents, in each case as amended from time to time.

     

    (n)  “Guidelines”
shall
      have the meaning set forth in Section 2(b)(i).

     

    (o)  “Incentive
      Compensation”
means
      

     

    (A)  for
      each of the first three fiscal quarters of each fiscal year, an amount, not
      less
      than zero, equal to 25% of the product of: (i) the dollar amount by which (a)
      the Core Earnings of the Subsidiaries for the quarter that are attributable
      to
      the Investments, before incentive compensation, divided by the quarterly average
      capital of the Subsidiaries that is invested in Investments, exceeds (b) the
      greater of (x) 2.00% and (y) 0.50% plus one-fourth of the Ten Year Treasury
      Rate
      for such quarter, and (ii) the average capital of the Subsidiaries invested
      in
      Investments during such quarter; and

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (B)  for
      the fourth fiscal quarter of each fiscal year, an amount, not less
      than zero, equal to the difference between (1) 25% of the product of: (i)
      the dollar amount by which (a) GAAP net income of the Subsidiaries attributable
      to the Investments for the full fiscal year, before incentive compensation,
      divided by the average capital of the Subsidiaries for the year that is invested
      in Investments, exceeds (b) the greater of (x) 8.00% and (z) 2.00% plus the
      Ten
      Year Treasury Rate for such fiscal year, and (ii) the average capital of the
      Subsidiaries invested in Investments for the fiscal year and (2) the amount
      of
      Incentive Compensation paid for the first three fiscal quarters of such fiscal
      year. 

     

    (p)  “Independent
      Directors”
means
      the members of the Board of Directors who are not officers or employees of
      the
      Company or the Advisor or any Person directly or indirectly controlling or
      controlled by the Advisor, and who are otherwise “independent” in accordance
      with the Company’s Governing Instruments and, if applicable, the rules of any
      national securities exchange on which the Common Shares are listed.

     

    (q)  “Investment
      Company Act”
means
      the Investment Company Act of 1940, as amended.

     

    (r)  “Investment
      Allocation Policy”
means
      the Investment Allocation Policy attached as Exhibit
      A
      hereto.

     

    (s)  “Investments”
means
      the investments of the Subsidiaries made or acquired by the Advisor pursuant
      to
      the Guidelines after the date of this Agreement for the benefit of and for
      the
      account of the Subsidiaries, but excluding the Excluded Assets.

     

    (t)  “Person”
means
      any individual, corporation, partnership, joint venture, limited liability
      company, estate, trust, unincorporated association, any federal, state, county
      or municipal government or any bureau, department or agency thereof and any
      fiduciary acting in such capacity on behalf of any of the foregoing. 

     

    (u)  “REIT”
means
      a
“real estate investment trust” as defined under the Code. 

     

    (v)  
      “Subsidiaries”
means
      each direct and indirect subsidiary of the Company that is formed for the
      purpose of holding Investments, including but not limited to Hypotheca Capital,
      LLC and New York Mortgage Funding LLC.

     

    (w)  “Ten
      Year Treasury Rate”
means
      the average of weekly average yield to maturity for U.S. Treasury securities
      (adjusted to a constant maturity of ten (10) years) as published weekly by
      the
      Federal Reserve Board in publication H.15, or any successor publication, during
      a fiscal quarter.

     

    (x)  “Treasury
      Regulations”
means
      the regulations promulgated under the Code from time to time, as amended.


     

    
      
        
        

      

      
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        SECTION
          2. APPOINTMENT
          AND DUTIES OF THE ADVISOR.

      

    

     

    (a)  The
      Company, for itself and on behalf of the Subsidiaries, hereby appoints the
      Advisor to manage the assets of the Subsidiaries subject to the further terms
      and conditions set forth in this Agreement and the Advisor hereby agrees to
      use
      its commercially reasonable efforts to perform each of the duties set forth
      herein. The appointment of the Advisor shall be exclusive to the Advisor except
      to the extent that the Advisor otherwise agrees, in its sole and absolute
      discretion, and except to the extent that the Advisor elects, pursuant to the
      terms of this Agreement, to cause the duties of the Advisor hereunder to be
      provided by third parties.

     

    (b)  The
      Advisor, in its capacity as investment manager of the assets of the
      Subsidiaries, at all times will be subject to the supervision of the Company
      and
      the Company’s Board of Directors and will have only such functions and authority
      as the Company may delegate to it including, without limitation, the functions
      and authority identified herein and delegated to the Advisor hereby. The Advisor
      will be responsible for the day-to-day portfolio operations of the Subsidiaries
      and will perform (or cause to be performed) such services and activities
      relating to the assets and operations of the Subsidiaries as may be appropriate,
      including, without limitation:

     

    (i)  as
      described in greater detail in clauses (ix) and (x) below, serving as the
      Company’s and the Subsidiaries’ consultant with respect to the development and
      periodic review of the investment criteria and parameters for the Subsidiaries’
Investments, borrowings and operations, any modifications to which shall be
      subject to the approval of a majority of the Independent Directors (such
      guidelines as initially approved and as may be modified with such approval,
      the
“Guidelines”).
      The
      initial approved Guidelines are attached as Exhibit
      A
      to this
      Agreement. 

     

    (ii)  investigating,
      analyzing and selecting possible investment opportunities for the
      Subsidiaries;

     

    (iii)  with
      respect to prospective purchases and sales of Investments, conducting
      negotiations with sellers and purchasers and their respective agents,
      representatives and investment bankers;

     

    (iv)  engaging
      and supervising, on behalf of the Subsidiaries and at the Subsidiaries’ expense,
      independent contractors which provide investment banking, mortgage brokerage,
      securities brokerage and other financial services and such other services as
      may
      be required relating to the Investments; provided, however, that the Advisor
      shall be prohibited from originating residential mortgage loans on behalf of
      the
      Company and the Subsidiaries at any time prior to October 1, 2008;

     

    (v)  negotiating
      on behalf of the Subsidiaries for the sale, exchange or other disposition of
      any
      Investments;

     

    (vi)  coordinating
      and managing operations of any joint venture or co-investment interests held
      by
      the Subsidiaries and conducting all matters with the joint venture or
      co-investment partners;

     

    
      
        
        

      

      
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    (vii)  counseling
      the Company in connection with policy decisions to be made by the Board of
      Directors with respect to the Subsidiaries;

     

    (viii)  evaluating
      and recommending to the Company hedging strategies and engaging in hedging
      activities on behalf of the Subsidiaries, consistent with such strategies,
      as so
      modified from time to time, with the Company’s status as a REIT, and with the
      Guidelines;

     

    (ix)  assisting
      the Company and the Subsidiaries in developing criteria for asset purchase
      commitments that are specifically tailored to the Subsidiaries’ investment
      objectives and making available to the Company and the Subsidiaries its
      knowledge and experience with respect to mortgage loans, real estate, real
      estate securities, other real estate-related assets and non-real estate related
      assets;

     

    (x)  representing
      and making recommendations to the Company and the Subsidiaries in connection
      with the establishment of investment guidelines for the Subsidiaries with
      respect to the purchase and finance of, and commitment to purchase and finance,
      mortgage loans (including on a portfolio basis), real estate, real estate
      securities, other real estate-related assets and non-real estate-related assets,
      and the sale and commitment to sell such assets;

     

    (xi)  monitoring
      the financial performance of the Investments and providing periodic reports
      with
      respect thereto to the Company and its Board of Directors, including comparative
      information with respect to such performance including any reports necessary
      for
      the Company to meet its requirements under the Exchange Act and the Public
      Subsidiary Accounting Reform and Investor Protection Act of 2002 as
      amended;

     

    (xii)  investing
      and re-investing any moneys and securities of the Subsidiaries;

     

    (xiii)  using
      commercially reasonable efforts to cause expenses incurred by or on behalf
      of
      the Subsidiaries to be commercially reasonable or commercially customary and
      within any budgeted parameters or expense guidelines set by the Company from
      time to time; and

     

    (xiv)  performing
      such other services as may be required from time to time for advisory and other
      activities relating to the assets of the Subsidiaries as the Company’s
      management and Board of Directors shall reasonably request.

     

    Without
      limiting the foregoing, the Advisor will perform portfolio management services
      (the “Portfolio
      Management Services”)
      on
      behalf of the Subsidiaries with respect to the Investments. Such services will
      include, but not be limited to, consulting with the Company on the purchase
      and
      sale of, and other investment opportunities in connection with, the
      Subsidiaries’ portfolio of assets; the collection of information and the
      submission of reports pertaining to the Subsidiaries’ assets, interest rates and
      general economic conditions; periodic review and evaluation of the performance
      of the Subsidiaries’ portfolio of assets; acting as liaison between the
      Subsidiaries and banking, mortgage banking, investment banking and other parties
      with respect to the purchase, financing and disposition of assets; and other
      customary functions related to portfolio management. Additionally, the Advisor
      will perform monitoring services (the “Monitoring
      Services”)
      on
      behalf of the Subsidiaries with respect to any loan servicing activities
      provided by third parties. Such Monitoring Services will include, but not be
      limited to, negotiating servicing agreements; acting as a liaison between the
      servicers of the assets and the Subsidiaries; review of servicers’ delinquency,
      foreclosure and other reports on assets; supervising claims filed under any
      insurance policies; and enforcing the obligation of any servicer to repurchase
      assets. 

     

    
      
        
        

      

      
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    (c)  The
      Advisor may enter into agreements with other parties, including its affiliates,
      to provide such services to the Subsidiaries (including, without limitation,
      Portfolio Management Services and Monitoring Services) as the Advisor shall
      deem
      necessary or advisable in connection with the Advisor’s performance of its
      duties and obligations hereunder pursuant to agreements with terms which are
      then customary for agreements regarding the provision of such services to
      companies that have assets similar in type, quality and value to the assets
      of
      the Subsidiaries; provided
      that (i)
      any such agreements entered into with affiliates of the Advisor shall be (A)
      on
      terms no more favorable to such affiliate then would be obtained from a third
      party on an arm’s-length basis and (B) to the extent the same do not fall within
      the provisions of the Guidelines, approved by a majority of the Independent
      Directors, (ii) with respect to Portfolio Management Services, (A) any such
      agreements shall be subject to the Company’s prior written approval and (B) the
      Advisor shall remain liable for the performance of such Portfolio Management
      Services, (iii) with respect to Monitoring Services, any such agreements shall
      be subject to the Company’s prior written approval and (iv) the Base Advisory
      Fee payable to the Advisor shall be reduced by the amount of any fees payable
      to
      such other parties, although any out-of-pocket expenses incurred by such other
      parties that are reimbursable shall be reimbursed by the Company.

     

    (d)  To
      the
      extent that the Advisor deems necessary or advisable, the Advisor may, from
      time
      to time, propose to retain one or more additional entities for the provision
      of
      sub-advisory services to the Advisor in order to enable the Advisor to perform
      its services hereunder; provided
      that any
      such agreement (i) shall be on terms and conditions substantially identical
      to
      or more favorable than the terms and conditions of this Agreement, and (ii)
      shall not result in an increased Base Advisory Fee or expenses to the Company
      or
      the Subsidiaries.

     

    (e)  As
      frequently as the Advisor may deem necessary or advisable, or at the direction
      of the Company, the Advisor shall, at the sole cost and expense of the Company
      and/or the Subsidiaries, as applicable, prepare, or cause to be prepared, with
      respect to any Investment, reports and other information with respect to such
      Investment as may be reasonably requested by the Company.

     

    (f)  The
      Advisor shall prepare regular reports for the Company to enable it to review
      the
      Subsidiaries’ acquisitions, portfolio composition and characteristics, credit
      quality, performance and compliance with the Guidelines and policies approved
      by
      the Company’s Board of Directors.

     

    (g)  Notwithstanding
      anything contained in this Agreement to the contrary, except to the extent
      that
      the payment of additional moneys is proven by the Company to have been required
      as a direct result of the Advisor’s acts or omissions which result in the right
      of the Company to terminate this Agreement pursuant to Section 15 of this
      Agreement, the Advisor shall not be required to expend money (“Excess
      Funds”)
      in
      connection with any expenses that are required to be paid for or reimbursed
      by
      the Company pursuant to Section 9 in excess of that contained in any applicable
      Subsidiary Account (as herein defined) or otherwise made available by the
      Company to be expended by the Advisor hereunder. Failure of the Advisor to
      expend Excess Funds out-of-pocket shall not give rise or be a contributing
      factor to the right of the Company under Section 13(a) of this Agreement to
      terminate this Agreement due to the Advisor’s unsatisfactory
      performance.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (h)  In
      performing its duties under this Section 2, the Advisor shall be entitled to
      rely reasonably on qualified experts and professionals (including, without
      limitation, accountants, legal counsel and other professional service providers)
      hired by the Advisor with the Company’s permission, at the Company’s sole cost
      and expense.

     

    (i)  Notwithstanding
      anything to the contrary contained herein, to the extent any action by the
      Advisor requires the approval or consent of the Company or the Board of
      Directors, or is to be taken at the direction of the Company or the Board of
      Directors, such approval, consent or direction shall be given only by officers
      or directors of the Company that are not affiliated with the Advisor or its
      affiliates. 

     

    (j)  Any
      reference to the assets, operations, moneys, securities, investments, investment
      opportunities, investment objectives or similar terminology, of the Subsidiaries
      contained in this Section 2 shall refer to the assets, operations, moneys,
      securities, investments, investment opportunities or investment objectives
      of
      the Subsidiaries, excluding the Excluded Assets.

     

    
      
        SECTION
          3. DEVOTION
          OF TIME; ADDITIONAL ACTIVITIES.

      

    

     

    (a)  During
      the term of this Agreement, the Advisor will designate a qualified individual
      to
      serve as the Chief Investment Officer of each of the Subsidiaries. Subject
      to
      compliance with the suitability standards of the Nominating and Corporate
      Governance Committee of the Company’s Board of Directors, the Board of Directors
      shall appoint such designated representative of the Advisor to serve on the
      Company’s Board of Directors as its Chairman and to serve as the Chief
      Investment Officer of each of the Subsidiaries effective as of the date of
      this
      Agreement and shall recommend such designated representative for election to
      the
      Company’s Board of Directors at each annual or special meeting of the Company’s
      stockholders at which directors are to be elected during the term of this
      Agreement. 

     

    (b)  The
      Company hereby agrees that the Advisor or any entity controlled by or under
      common control with the Advisor shall be permitted to raise, advise or sponsor
      other REITs and other funds that invest primarily in domestic mortgage-backed
      securities; provided
      that the
      Advisor will not disadvantage the Company and the Subsidiaries with respect
      to
      its services provided to such other REITs or funds. The Company and the
      Subsidiaries shall have the benefit of the Advisor’s best judgment and efforts
      in rendering services and, in furtherance of the foregoing, the Advisor shall
      not undertake activities which, in its judgment, will substantially and
      adversely affect the performance of its obligations under this Agreement. When
      making investment allocation decisions between the Subsidiaries, on the one
      hand, and any other REIT, fund or account managed by the Advisor or any of
      its
      affiliates, on the other hand, the Advisor shall adhere to the Investment
      Allocation Policy attached as Exhibit
      B
      hereto.


     

    
      
        
        

      

      
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    (c)  Except
      to
      the extent set forth in clauses (a) and (b) above, nothing herein shall prevent
      the Advisor or any of its affiliates or any of the officers and employees of
      any
      of the foregoing from engaging in other businesses or from rendering services
      of
      any kind to any other person or entity, including investment in, or advisory
      service to others investing in, any type of investment, including investments
      which meet the principal investment objectives of the Company and its
      Subsidiaries.

     

    (d)  Officers
      and employees of the Advisor or its affiliates may serve as officers, employees,
      agents, nominees or signatories for any Subsidiary, to the extent permitted
      by
      such Subsidiary’s Governing Instruments, subject to approval by the Board of
      Directors of the Company. When executing documents or otherwise acting in such
      capacities for the Subsidiaries, such persons shall use their respective titles
      in the Subsidiaries.

     

    SECTION
      4. AGENCY.
      The
      Advisor shall act as agent of the Company and its Subsidiaries in making,
      acquiring, financing and disposing of Investments.

     

    SECTION
      5. BANK
      ACCOUNTS.
      The
      Company may establish and maintain one or more bank accounts in the name of
      any
      Subsidiary (any such account, a “Subsidiary
      Account”),
      and
      may direct the Advisor to collect and deposit funds into any such Subsidiary
      Account, and disburse funds from any such Subsidiary Account, under such terms
      and conditions as the Company may approve; and the Advisor shall from time
      to
      time render appropriate accountings of such collections and payments to the
      Company and the Board of Directors and, upon request, to the auditors of the
      Company or any Subsidiary.

     

    SECTION
      6. RECORDS;
      CONFIDENTIALITY.
      The
      Advisor shall maintain appropriate books of accounts and records relating to
      services performed under this Agreement, and such books of account and records
      shall be accessible for inspection by representatives of the Company or any
      Subsidiary at any time during normal business hours upon one (1) business day’s
      advance written notice. The Advisor shall keep confidential any and all
      information obtained in connection with the services rendered under this
      Agreement and shall not disclose any such information (or use the same except
      in
      furtherance of its duties under this Agreement) to nonaffiliated third parties
      except (i) with the prior written consent of the Company, (ii) to legal counsel,
      accountants and other professional advisors; (iii) to appraisers, financing
      sources and others in the ordinary course of the Company’s and the Subsidiaries’
business; (iv) to governmental officials having jurisdiction over the Company
      and the Subsidiaries; (v) in connection with any governmental or regulatory
      filings of the Company and the Subsidiaries or disclosure or presentations
      to
      Company investors; or (vi) as required by law or legal process to which the
      Advisor or any Person to whom disclosure is permitted hereunder is a party.
      The
      foregoing shall not apply to information which has previously become publicly
      available through the actions of a Person other than the Advisor not resulting
      from the Advisor’s violation of this Section 6. The provisions of this Section 6
      shall survive the expiration or earlier termination of this Agreement for a
      period of one year.

     

    
      
        
        

      

      
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    SECTION
      7. OBLIGATIONS
      OF ADVISOR; RESTRICTIONS.

     

    (a)  The
      Advisor shall require each seller or transferor of investment assets to the
      Subsidiaries to make such representations and warranties regarding such assets
      as may, in the judgment of the Advisor, be necessary and appropriate. In
      addition, the Advisor shall take such other action as it deems necessary or
      appropriate with regard to the protection of the Investments.

     

    (b)  The
      Advisor shall refrain from any action that, in its sole judgment made in good
      faith, (i) is not in compliance with the Guidelines, (ii) would cause the
      Company’s status as a REIT under the Code to be lost or terminated or (iii)
      would violate any law, rule or regulation of any governmental body or agency
      having jurisdiction over the Company or any Subsidiary or that would otherwise
      not be permitted by the Company’s Governing Instruments. If the Advisor is
      ordered to take any such action by the Company or the Board of Directors, the
      Advisor shall promptly notify the Company and Board of Directors of the
      Advisor’s judgment that such action would adversely affect such status or
      violate any such law, rule or regulation or the Governing Instruments.
      Notwithstanding the foregoing, the Advisor, its directors, officers,
      stockholders and employees shall not be liable to the Company or any Subsidiary,
      the Board of Directors, or the Company’s or any Subsidiary’s stockholders or
      partners, for any act or omission by the Advisor, its directors, officers,
      stockholders or employees except as provided in Section 11 of this
      Agreement.

     

    (c)  The
      Advisor shall not (i) consummate any transaction which would involve the
      acquisition by the Subsidiaries of an asset in which the Advisor or any
      affiliate thereof has an ownership interest or the sale by the Subsidiaries
      of
      an asset to the Advisor or any affiliate thereof, or (ii) under circumstances
      where the Advisor is subject to an actual or potential conflict of interest,
      in
      the reasonable judgment of the Advisor, because it advises both the Subsidiaries
      and another Person (not an affiliate of the Company) with which the Company
      has
      a contractual relationship, take any action constituting the granting to such
      Person of a waiver, forbearance or other relief, or the enforcement against
      such
      Person of remedies, under or with respect to the applicable contract, unless
      such transaction or action, as the case may be and in each case, is approved
      by
      a majority of the Independent Directors.

     

    (d)  The
      Board
      of Directors periodically reviews the Guidelines and the Subsidiaries’
portfolios of Investments but will not review each proposed investment, except
      as otherwise provided herein. If a majority of the Independent Directors
      determine in their periodic review of transactions that a particular transaction
      does not comply with the Guidelines (including as a result of violation of
      the
      provisions of Section 7(c) above), then a majority of the Independent Directors
      will consider what corrective action, if any, can be taken. The Advisor shall
      be
      permitted to rely upon the direction of the Secretary of the Company to evidence
      the approval of the Board of Directors or the Independent Directors with respect
      to a proposed Investment.

     

    (e)  The
      Advisor shall at all times during the term of this Agreement maintain “errors
      and omissions” insurance coverage and other insurance coverage which is
      customarily carried by property, asset and investment Advisors performing
      functions similar to those of the Advisor under this Agreement with respect
      to
      assets similar to the assets of the Subsidiaries, in an amount which is
      comparable to that customarily maintained by other Advisors or servicers of
      similar assets.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    SECTION
      8. COMPENSATION.

     

    (a)  During
      the Initial Term (as defined below) of this Agreement, as the same may be
      extended from time to time, the Company shall pay the Advisor the Base Advisory
      Fee quarterly in arrears commencing with the quarter in which this Agreement
      was
      executed (with such initial payment pro-rated based on the number of days during
      such quarter that this Agreement was in effect).

     

    (b)  The
      Advisor shall compute each installment of the Base Advisory Fee for each quarter
      with respect to which such installment is payable within two (2) business days
      after completion by the Company’s registered independent public accountants of
      (i) with respect to the first three fiscal quarters of each fiscal year, a
      SAS
      100 review of the Company’s consolidated financial statements for each such
      quarter and (ii) with respect to the fourth fiscal quarter of each fiscal year,
      an audit of the Company’s consolidated financial statements for such fiscal
      year. The Advisor shall deliver promptly to the Company a copy of the
      computations made by the Advisor to calculate such installment and, subject
      to
      Section 13(a) of this Agreement, the Company shall deliver payment of such
      installment of the Base Advisory Fee shown therein to the Advisor within five
      (5) business days thereafter.

     

    (c)  The
      Base
      Advisory Fee is subject to adjustment pursuant to and in accordance with the
      provisions of Section 13(a) of this Agreement.

     

    (d)  In
      addition to the Base Advisory Fee, the Company shall pay the Advisor quarterly
      Incentive Compensation. The Incentive Compensation calculation and payment
      shall
      be made for each fiscal quarter in arrears following the same schedule set
      forth
      in Section 8(b) above.

     

    (e)  Any
      portion of the Incentive Compensation payable for the fourth fiscal quarter
      of a
      fiscal year that is attributable to net unrealized gains of the Company with
      respect to the invested capital of the Subsidiaries will be payable in Common
      Shares, valued based on the
      average closing price of the Common Shares during the fourth quarter with
      respect to which such Incentive Compensation payment is payable as quoted or
      reported on the national securities exchange on which such Common Shares are
      then listed or, if the Common Shares are not then listed on a national
      securities exchange, as quoted on the OTC Bulletin Board.

     

    SECTION
      9. EXPENSES
      OF THE COMPANY AND SUBSIDIARIES.
      The
      Company and Subsidiaries shall pay all of their expenses and shall reimburse
      the
      Advisor for reasonable documented expenses of the Advisor incurred on their
      behalf (collectively, the “Expenses”).
      At
      all times the Advisor shall use due care in expending funds on behalf of the
      Subsidiaries. Expenses include all costs and expenses which are expressly
      designated elsewhere in this Agreement as the Company’s and Subsidiaries,
      together with the following:

     

    (a)  expenses
      in connection with issuance and transaction costs incident to the acquisitions,
      disposition and financing of Investments;

     

    (b)  costs
      of
      legal, tax, accounting, consulting, auditing, administrative and other similar
      services rendered for the Subsidiaries by providers retained by the Advisor
      or,
      if provided by the Advisor’s employees, in amounts which are no greater than
      those which would be payable to outside professionals or consultants engaged
      to
      perform such services pursuant to agreements negotiated on an arm’s-length
      basis;

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (c)  costs
      associated with the establishment and maintenance of any credit facilities
      and
      other indebtedness of the Subsidiaries (including commitment fees, accounting
      fees, legal fees, closing and other similar costs) or any securities offerings
      of the Subsidiaries;

     

    (d)  costs
      associated with any computer software or hardware, electronic equipment or
      purchased information technology services from third party vendors that is
      used
      solely for the Subsidiaries and acquired at the direction of the
      Company;

     

    (e)  expenses
      incurred by officers, employees and agents of the Advisor for travel on the
      Subsidiaries’ behalf and other out-of-pocket expenses incurred by officers,
      employees and agents of the Advisor in connection with the purchase, financing,
      refinancing, sale or other disposition of an Investment or establishment and
      maintenance of any credit facilities and other indebtedness or any securities
      offerings of the Subsidiaries;

     

    (f)  costs
      and
      expenses incurred with respect to settlement, clearing and custodial fees and
      expenses;

     

    (g)  the
      costs
      of maintaining compliance with all federal, state and local rules and
      regulations or any other regulatory agency applicable to the Subsidiaries or
      the
      Company;

     

    (h)  costs
      and
      expenses incurred in contracting with third parties, including affiliates of
      the
      Advisor, for the servicing and special servicing of assets of the
      Subsidiaries;

     

    (i)  all
      other
      costs and expenses relating to the Subsidiaries’ business and investment
      operations, including, without limitation, the costs and expenses of acquiring,
      owning, protecting, maintaining, developing and disposing of Investments,
      including appraisal, reporting, audit and legal fees;

     

    (j)  all
      other
      expenses actually incurred by the Advisor which are reasonably necessary for
      the
      performance by the Advisor of its duties and functions under this
      Agreement.

     

    The
      Advisor may, at its option, elect not to seek reimbursement for certain expenses
      during a given period, which determination shall not be deemed to construe
      a
      waiver of reimbursement for similar expenses in future periods. Except as noted
      above, the Advisor is responsible for all costs incident to the performance
      of
      its duties under this Advisory Agreement, including compensation of the
      Advisor’s officers and employees and other related expenses.

     

    The
      provisions of this Section 9 shall survive the expiration or earlier termination
      of this Agreement to the extent such expenses have previously been incurred
      or
      are incurred in connection with such expiration or termination.

     

    SECTION
      10. CALCULATIONS
      OF EXPENSES.
      

     

    The
      Advisor shall prepare a statement documenting the Expenses incurred by the
      Advisor on behalf of the Subsidiaries during each calendar month, and shall
      deliver such statement to the Company within 20 days after the end of each
      calendar month. Expenses incurred by the Advisor on behalf of the Subsidiaries
      shall be reimbursed by the Company to the Advisor not later than the first
      business day of the month immediately following the date of delivery of such
      statement; provided,
      however, that such reimbursements may be offset by the Advisor against amounts
      due to the Company. The provisions of this Section 10 shall survive the
      expiration or earlier termination of this Agreement.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    SECTION
      11. LIMITS
      OF ADVISOR RESPONSIBILITY; INDEMNIFICATION.
      

     

    (a)  The
      Advisor assumes no responsibility under this Agreement other than to render
      the
      services called for and perform the other obligations required to be performed
      by the Advisor under this Agreement in good faith and shall not be responsible
      for any action of the Company or the Board of Directors in following or
      declining to follow any advice or recommendations of the Advisor, including
      as
      set forth in Section 7(b) of this Agreement. The Advisor, each
      Person
      controlling,
      controlled by or under common control with the Advisor, any entity providing
      sub-advisory services to the Advisor, and the officers, directors, employees,
      members, partners and other representatives of any such Person
      (each an
“Indemnified
      Party”
and,
      collectively, the Indemnified
      Parties”)
      will
      not be liable to the Company or any Subsidiary, to the Board of Directors,
      or
      the Company’s or any Subsidiary’s stockholders, members or partners for any acts
      or omissions by any such Person, pursuant to or in accordance with this
      Agreement, except by reason of acts constituting bad faith, willful misconduct,
      gross negligence or reckless disregard of the Advisor’s duties under this
      Agreement or acts constituting a material breach or violation by the Advisor
      of
      its obligations under this Agreement. The Company shall, to the full extent
      lawful, reimburse, indemnify and hold the each Indemnified Party harmless of
      and
      from any and all expenses, losses, damages, liabilities, demands, charges and
      claims of any nature whatsoever (including attorneys’ fees) in respect of or
      arising from any acts or omissions of such Indemnified Party made in good faith
      in the performance of the Advisor’s duties under this Agreement and not
      constituting such Indemnified Party’s bad faith, willful misconduct, gross
      negligence or reckless disregard of the Advisor’s duties under this Agreement or
      a material breach or violation by the Advisor of its obligations under this
      Agreement.

     

    (b)  The
      Advisor shall, to the full extent lawful, reimburse, indemnify and hold the
      Company, its stockholders, directors, officers and employees and each other
      Person, if any, controlling, controlled by or under common control with the
      Company (each, a “Company
      Indemnified Party”),
      harmless of and from any and all expenses, losses, damages, liabilities,
      demands, charges and claims of any nature whatsoever (including attorneys’ fees)
      in respect of or arising from the Advisor’s bad faith, willful misconduct, gross
      negligence or reckless disregard of its duties under this Agreement or material
      breach or violation by the Advisor of its obligations under this
      Agreement.

     

    SECTION
      12. NO
      JOINT VENTURE.
      Nothing
      in this Agreement shall be construed to make the Company, any of the
      Subsidiaries and the Advisor partners or joint venturers or impose any liability
      as such on either of them.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      
        SECTION
          13. TERM;
          TERMINATION.

      

    

     

    (a)  Until
      this Agreement is terminated in accordance with its terms, this Agreement shall
      be in effect until December 31, 2010 (the “Initial
      Term”)
      and
      shall be automatically renewed for a one-year term each anniversary date
      thereafter (a “Renewal
      Term”)
      unless
      at least two-thirds of the Independent Directors agree that (i) there has been
      unsatisfactory performance by the Advisor that is materially detrimental to
      the
      Company and its Subsidiaries or (ii) the compensation payable to the Advisor
      hereunder is unfair; provided
      that the
      Company shall not have the right to terminate this Agreement under clause (ii)
      above if the Advisor agrees to continue to provide the services under this
      Agreement at a fee that at least two-thirds of the Independent Directors
      determines to be fair pursuant to the procedure set forth below. If the Company
      elects not to renew this Agreement at the expiration of the Initial Term or
      any
      such one-year extension term as set forth above, the Company shall deliver
      to
      the Advisor prior written notice (the “Termination
      Notice”)
      of the
      Company’s intention not to renew this Agreement based upon the terms set forth
      in this Section 13(a) not less than 180 days prior to the expiration of the
      then
      existing term. If the Company so elects not to renew this Agreement, the Company
      shall designate the date (the “Effective
      Termination Date”),
      not
      less than 180 days from the date of the notice, on which the Advisor shall
      cease
      to provide services under this Agreement and this Agreement shall terminate
      on
      such date; provided,
      however, that in the event that such Termination Notice is given in connection
      with a determination that the compensation payable to the Advisor is unfair,
      the
      Advisor shall have the right to renegotiate such compensation by delivering
      to
      the Company, no fewer than forty-five (45) days prior to the prospective
      Effective Termination Date, written notice (any such notice, a “Notice
      of Proposal to Negotiate”)
      of its
      intention to renegotiate its compensation under this Agreement. Thereupon,
      the
      Company (represented by the Independent Directors) and the Advisor shall
      endeavor to negotiate in good faith the revised compensation payable to the
      Advisor under this Agreement. Provided that the Advisor and at least two-thirds
      of the Independent Directors agree to the terms of the revised compensation
      to
      be payable to the Advisor within 45 days following the receipt of the Notice
      of
      Proposal to Negotiate, the Termination Notice shall be deemed of no force and
      effect and this Agreement shall continue in full force and effect on the terms
      stated in this Agreement, except that the compensation payable to the Advisor
      hereunder shall be the revised compensation then agreed upon by the parties
      to
      this Agreement. The Company and the Advisor agree to execute and deliver an
      amendment to this Agreement setting forth such revised compensation promptly
      upon reaching an agreement regarding same. In the event that the Company and
      the
      Advisor are unable to agree to the terms of the revised compensation to be
      payable to the Advisor during such 45 day period, this Agreement shall
      terminate, such termination to be effective on the date which is the later
      of
      (A) ten (10) days following the end of such 45 day period and (B) the Effective
      Termination Date originally set forth in the Termination Notice. The
      Company may elect to terminate this agreement under the provisions of this
      Section 13(a) prior to the expiration of the Initial Term if the Advisor has
      failed to earn Incentive Compensation for four (4) consecutive
      quarters.

     

    (b)  In
      the
      event that this Agreement is terminated in accordance with the provisions of
      Section 13(a) of this Agreement, the Company shall pay to the Advisor, on the
      date on which such termination is effective, a termination fee (the
“Termination
      Fee”)
      equal
      to the sum of (a) the average annual Base Advisory Fee and (b) the average
      annual Incentive Compensation earned by the Advisor during the 24-month period
      immediately preceding the date of such termination, calculated as of the end
      of
      the most recently completed fiscal quarter prior to the date of termination.
      The
      obligation of the Company to pay the Termination Fee shall survive the
      termination of this Agreement.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (c)  No
      later
      than 180 days prior to the anniversary date of this Agreement of any year during
      the Initial Term or Renewal Term, the Advisor may deliver written notice to
      the
      Company informing it of the Advisor’s intention to decline to renew this
      Agreement, whereupon this Agreement shall not be renewed and extended and this
      Agreement shall terminate effective on the anniversary date of this Agreement
      next following the delivery of such notice.

     

    (d)  If
      this
      Agreement is terminated pursuant to this Section 13, such termination shall
      be
      without any further liability or obligation of either party to the other, except
      as provided in Sections 6, 9, 10, 13(b) and 16 of this Agreement. In addition,
      Sections 8(f) and 11 of this Agreement shall survive termination of this
      Agreement.

     

    
      
        SECTION
          14. ASSIGNMENT.

      

    

     

    (a)  Except
      as
      set forth in Section 14(b) of this Agreement, this Agreement shall terminate
      automatically in the event of its assignment, in whole or in part, by the
      Advisor, unless such assignment is consented to in writing by the Company with
      the consent of a majority of the Independent Directors; provided,
      however, that no such consent shall be required in the case of an assignment
      by
      the Advisor to an affiliate of the Advisor. Any such permitted assignment shall
      bind the assignee under this Agreement in the same manner as the Advisor is
      bound, and the Advisor shall be liable to the Company for all errors or
      omissions of the assignee under any such assignment. In addition, the assignee
      shall execute and deliver to the Company a counterpart of this Agreement naming
      such assignee as Advisor. This Agreement shall not be assigned by the Company
      without the prior written consent of the Advisor, except in the case of
      assignment by the Company to another REIT or other organization which is a
      successor (by merger, consolidation or purchase of assets) to the Company,
      in
      which case such successor organization shall be bound under this Agreement
      and
      by the terms of such assignment in the same manner as the Company is bound
      under
      this Agreement.

     

    (b)  Notwithstanding
      any provision of this Agreement, the Advisor may subcontract and assign any
      or
      all of its responsibilities under Sections 2(b), 2(c) and 2(d) of this Agreement
      to any of its affiliates in accordance with the terms of this Agreement
      applicable to any such subcontract or assignment, and the Company hereby
      consents to any such assignment and subcontracting. In addition, provided that
      the Advisor provides prior written notice to the Company for informational
      purposes only, nothing contained in this Agreement shall preclude any pledge,
      hypothecation or other transfer of any amounts payable to the Advisor under
      this
      Agreement.

     

    
      
        SECTION
          15. TERMINATION
          FOR CAUSE.

      

    

     

    (a)  The
      Company may terminate this Agreement effective upon thirty (30) days’ prior
      written notice of termination from the Company to the Advisor, without payment
      of any Termination Fee, if (i) the Advisor materially breaches any provision
      of
      this Agreement and such breach shall continue for a period of 30 days after
      written notice thereof specifying such breach and requesting that the same
      be
      remedied in such 30 day period, (ii) the Advisor engages in any act of fraud,
      misappropriation of funds, or embezzlement against the Company, (iii) there
      is
      an event of any gross negligence on the part of the Advisor in the performance
      of its duties under this Agreement, (iv) there is a commencement of any
      proceeding relating to the Advisor’s bankruptcy or insolvency, (v) there is a
      dissolution of the Advisor, or (vi) there is a Change of Control of the
      Advisor.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (b)  The
      Advisor may terminate this Agreement effective upon sixty (60) days’ prior
      written notice of termination to the Company, without payment of any Termination
      Fee, in the event that the Company shall default in the performance or
      observance of any material term, condition or covenant contained in this
      Agreement and such default shall continue for a period of 30 days after written
      notice thereof specifying such default and requesting that the same be remedied
      in such 30 day period.

     

    (c)  The
      Advisor may terminate this Agreement, without payment of any Termination Fee,
      in
      the event the Company becomes regulated as an “investment company” under the
      Investment Company Act, with such termination deemed to have occurred
      immediately prior to such event.

     

    SECTION
      16. ACTION
      UPON TERMINATION.
      From
      and after the effective date of termination of this Agreement, pursuant to
      Sections 13, 14 or 15 of this Agreement, the Advisor shall not be entitled
      to
      compensation for further services under this Agreement, but shall be paid all
      compensation accruing to the date of termination and, if terminated pursuant
      to
      Section 13 or Section 15(b), the applicable Termination Fee. Upon such
      termination, the Advisor shall forthwith:

     

    (i)  after
      deducting any accrued compensation and reimbursement for its expenses to which
      it is then entitled, pay over to the Company or a Subsidiary all money collected
      and held for the account of the Company or a Subsidiary pursuant to this
      Agreement;

     

    (ii)  deliver
      to the Company a full accounting, including a statement showing all payments
      collected by it and a statement of all money held by it, covering the period
      following the date of the last accounting furnished to the Company with respect
      to the Subsidiaries; and

     

    (iii)  deliver
      to the Company all property and documents of the Company or any Subsidiary
      then
      in the custody of the Advisor.

     

    SECTION
      17. RELEASE
      OF MONEY OR OTHER PROPERTY UPON WRITTEN REQUEST.
      The
      Advisor agrees that any money or other property of the Company or Subsidiary
      held by the Advisor under this Agreement shall be held by the Advisor as
      custodian for the Company or Subsidiary, and the Advisor’s records shall be
      appropriately marked clearly to reflect the ownership of such money or other
      property by the Company or such Subsidiary. Upon the receipt by the Advisor
      of a
      written request signed by a duly authorized officer of the Company requesting
      the Advisor to release to the Company or any Subsidiary any money or other
      property then held by the Advisor for the account of the Company or any
      Subsidiary under this Agreement, the Advisor shall release such money or other
      property to the Company or any Subsidiary within a reasonable period of time,
      but in no event later than sixty (60) days following such request. The Advisor
      shall not be liable to the Company, any Subsidiary, the Independent Directors,
      or the Company’s or a Subsidiary’s stockholders, partners or members for any
      acts performed or omissions to act by the Company or any Subsidiary in
      connection with the money or other property released to the Company or any
      Subsidiary in accordance with the second sentence of this Section 17. The
      Company and any Subsidiary shall indemnify the Advisor and its members,
      sub-advisors, officers and employees against any and all expenses, losses,
      damages, liabilities, demands, charges and claims of any nature whatsoever,
      which arise in connection with the Advisor’s release of such money or other
      property to the Company or any Subsidiary in accordance with the terms of this
      Section 17. Indemnification pursuant to this provision shall be in addition
      to
      any right of the Advisor to indemnification under Section 11 of this
      Agreement.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    SECTION
      18. NOTICES.
      Unless
      expressly provided otherwise in this Agreement, all notices, requests, demands
      and other communications required or permitted under this Agreement shall be
      in
      writing and shall be deemed to have been duly given, made and received when
      delivered against receipt or upon actual receipt of (i) personal delivery,
      (ii)
      delivery by reputable overnight courier, (iii) delivery by facsimile
      transmission with telephonic confirmation or (iv) delivery by registered or
      certified mail, postage prepaid, return receipt requested, addressed as set
      forth below:

     

    (a)  If
      to the
      Company or any Subsidiary:

     

    New
      York
      Mortgage Trust, Inc.

    1301
      Avenue of the Americas, 7th
      Floor

    New
      York,
      New York 10019

    Attention:
      President

    Facsimile:
      

     

    (b)  If
      to the
      Advisor:

     

    JMP
      Asset
      Management LLC

    600
      Montgomery Street, Suite 1100

    San
      Francisco, California 94111

    Attention:
      Janet L. Tarkoff

    Facsimile:
      

     

    Either
      party may alter the address to which communications or copies are to be sent
      by
      giving notice of such change of address in conformity with the provisions of
      this Section 18 for the giving of notice.

     

    SECTION
      19. BINDING
      NATURE OF AGREEMENT; SUCCESSORS AND ASSIGNS.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective heirs, personal representatives, successors and permitted
      assigns as provided in this Agreement.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    SECTION
      20. ENTIRE
      AGREEMENT.
      This
      Agreement contains the entire agreement and understanding among the parties
      hereto with respect to the subject matter of this Agreement, and supersedes
      all
      prior and contemporaneous agreements, understandings, inducements and
      conditions, express or implied, oral or written, of any nature whatsoever with
      respect to the subject matter of this Agreement. The express terms of this
      Agreement control and supersede any course of performance and/or usage of the
      trade inconsistent with any of the terms of this Agreement. This Agreement
      may
      not be modified or amended other than by an agreement in writing signed by
      the
      parties hereto.

     

    SECTION
      21. GOVERNING
      LAW.
      THIS
      AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT
      SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
      LAW
      OF THE STATE OF NEW YORK.

     

    SECTION
      22. NO
      WAIVER; CUMULATIVE REMEDIES.
      No
      failure to exercise and no delay in exercising, on the part of any party hereto,
      any right, remedy, power or privilege hereunder shall operate as a waiver
      thereof; nor shall any single or partial exercise of any right, remedy, power
      or
      privilege hereunder preclude any other or further exercise thereof or the
      exercise of any other right, remedy, power or privilege. The rights, remedies,
      powers and privileges herein provided are cumulative and not exclusive of any
      rights, remedies, powers and privileges provided by law. No waiver of any
      provision hereto shall be effective unless it is in writing and is signed by
      the
      party asserted to have granted such waiver.

     

    SECTION
      23. HEADINGS.
      The
      headings of the sections of this Agreement have been inserted for convenience
      of
      reference only and shall not be deemed part of this Agreement.

     

    SECTION
      24. COUNTERPARTS.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original as against any party whose signature appears thereon,
      and all of which shall together constitute one and the same instrument. This
      Agreement shall become binding when one or more counterparts of this Agreement,
      individually or taken together, shall bear the signatures of all of the parties
      reflected hereon as the signatories.

     

    SECTION
      25. SEVERABILITY.
      Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.

     

    SECTION
      26. GENDER.
      Words
      used herein regardless of the number and gender specifically used, shall be
      deemed and construed to include any other number, singular or plural, and any
      other gender, masculine, feminine or neuter, as the context
      requires.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first written above.

     

    
      	 	 	 
	 	NEW
              YORK MORTGAGE
              TRUST, INC.
	 
 	 
 	 
 
	 	By:  	/s/ 
Steven
              R. Mumma
	 	
              
Name:
              Steven R. Mumma
	 	Title:
              Co-CEO, President, CFO 


    

     

    
      	 	 	 
	 	NEW YORK MORTGAGE FUNDING LLC 
	 	
               

            
	 	By: 	
              NEW YORK MORTGAGE TRUST, INC.,

              
                its
                  sole member

              

            
	 
 	 
 	 
 
	 	By:  	/s/ Steven
              R.
              Mumma
	 	
              
Name:
              Steven R. Mumma
	 	Title:
              Co-CEO, President, CFO


    

     

    
      
        	 	 	 
	 	HYPOTHECA CAPITAL, LLC 
	 	
                 

              
	 	By: 	
                NEW YORK MORTGAGE TRUST, INC.,

                
                  its
                    sole member

                

              
	 
 	 
 	 
 
	 	By:  	/s/ Steven
                R.
                Mumma
	 	
                
Name:
                Steven R. Mumma
	 	Title:
                Co-CEO, President, CFO


      

       

      
        
          	 	 	 
	 	JMP
                  ASSET
                  MANAGEMENT LLC
	 
 	 
 	 
 
	 	By:  	/s/ 
Joseph
                  A. Jolson
	 	
                  
Name:

	 	Title: