Exhibit
10.2

FOURTH AMENDMENT TO
FIRST AMENDED AND RESTATED
WAREHOUSING CREDIT AND SECURITY
AGREEMENT

FOURTH AMENDMENT TO FIRST
AMENDED AND RESTATED WAREHOUSING CREDIT AND SECURITY AGREEMENT (this
"Amendment") dated as of August 9,
2005, between MORTGAGEIT, INC., a New York corporation
("Borrower") and RESIDENTIAL FUNDING
CORPORATION, a Delaware corporation
("Lender").

		
	A. 	Borrower and Lender have entered into a
revolving mortgage warehousing facility with a present Warehousing
Commitment Amount of $400,000,000, temporarily increased to
$420,000,000, which is evidenced by a Promissory Note dated April 12,
2005 (the "Note"), and by a First
Amended and Restated Warehousing Credit and Security Agreement dated as
of April  12, 2005 (as the same may have been and may be amended
or supplemented, the
"Agreement").


		
	B. 	Borrower has requested that Lender further
increase and extend the temporary increase of the Warehousing
Commitment Amount and amend certain other terms of the Agreement, and
Lender has agreed to such temporary increase and those certain other
amendments, subject to the terms and conditions of this Amendment.


NOW, THEREFORE, the parties to this Amendment agree as follows:

		
	1. 	Subject to Borrower's satisfaction of
the conditions set forth in Section 12 the effective date of this
Amendment is August 9, 2005 ("Effective
Date").


		
	2. 	Unless
otherwise defined in this Amendment, all capitalized terms have the
meanings given to those terms in the Agreement. Defined terms may be
used in the singular or the plural, as the context requires. The words
"include,"
"includes" and
"including" are deemed to be followed by the
phrase "without limitation." Unless the
context in which it is used otherwise clearly requires, the word
"or" has the inclusive meaning represented by
the phrase "and/or." References to Sections
and Exhibits are to Sections and Exhibits of this Amendment unless
otherwise expressly provided.


		
	3. 	The
Table of Contents of the Agreement is amended and restated in
its entirety as set forth in the Table of Contents attached to
this Amendment.


		
	4. 	Article 7 of the
Agreement is amended and restated in its entirety as set forth in
Article 7 attached to this Amendment. All references in the
Agreement and other Loan Documents to Article 7 (including
each and every Section in Article 7) are deemed to refer to
the new Article  7.


		
	5. 	Article 8 of the Agreement is
amended and restated in its entirety as set forth in Article 8
attached to this Amendment. All references in the Agreement and other
Loan Documents to Article 8 (including each and every Section
in Article 8) are deemed to refer to the new
Article  8.


		
	6. 	Article
12 of the Agreement is amended and restated in its entirety as set
forth in Article 12 attached to this Amendment. All references
in the Agreement and other Loan Documents to Article 12
(including each and every Section in Article 12) are deemed to
refer to the new Article 12.


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	7. 	Exhibit E-1
to the Agreement is amended and restated in its entirety as set forth
in Exhibit E-1 to this Amendment. All references in the
Agreement and the other Loan Documents to Exhibit E-1 are
deemed to refer to the new Exhibit E-1.


		
	8. 	Exhibit E-2 to the Agreement is
amended and restated in its entirety as set forth in Exhibit
E-2 to this Amendment. All references in the Agreement and the
other Loan Documents to Exhibit E-2 are deemed to refer to the
new Exhibit E-2.


		
	9. 	Exhibit
H to the Agreement is amended and restated in its entirety as set
forth in Exhibit H to this Amendment. All references in the
Agreement and the other Loan Documents to Exhibit H are deemed
to refer to the new Exhibit H.


		
	10. 	Exhibit I to the Agreement is
amended and restated in its entirety as set forth in Exhibit I
to this Amendment. All references in the Agreement and the other Loan
Documents to Exhibit I are deemed to refer to the new
Exhibit I.


		
	11. 	The following Events
of Default exist under the
Agreement


			
		(a) 	Borrower failed to
comply with the Leverage Ratio for Guarantor covenant set forth in
Section 8.11 of the Agreement for the fiscal month ended April 30,
2005.


			
		(b) 	Borrower failed to comply
with the Liquid Assets for Guarantor covenant set forth in Section 8.13
of the Agreement for the fiscal months ended February 28, 2005 and
March 31, 2005.


Failure to comply with these
covenants constitute Events of Default pursuant to Section 10.1(b) of
the Agreement.

Borrower has requested that
Lender waive its rights and remedies with respect to the
above-described Events of Default. Lender agrees to waive its rights
and remedies with respect to the above-described Events of Default;
provided, however, that the waivers are limited to
the specific Events of Default described above and are not intended and
will not be construed to be a waiver of any future Default or Event of
Default of Section 8.11 or Section 8.13 of the Agreement or any
existing or future Default or Event of Default under any other
provision of the Agreement.


BORROWER IS
NOTIFIED THROUGH THIS AMENDMENT THAT LENDER REQUIRES STRICT COMPLIANCE
BY BORROWER OF ALL TERMS, CONDITIONS AND PROVISIONS OF THE AGREEMENT
AND LOAN DOCUMENTS.


The waivers of
Lender under this Amendment may not be construed as establishing a
course of conduct on the part of Lender upon which Borrower may rely at
any time in the future, and Borrower expressly waives any right to
assert any claim to such effect at any time.

		
	12. 	Borrower must deliver to Lender (a) two
executed copies of this Amendment, (b) the Additional Commitment Fees,
and (c) a $500 document production fee.


		
	13. 	Borrower represents, warrants and agrees
that (a) except as stated in paragraph 11 above, there exists no
Default or Event of Default under the Loan Documents, (b) the Loan
Documents continue to be the legal, valid and binding agreements and
obligations of Borrower, enforceable in accordance with their terms, as
modified by this Amendment, (c) Lender is not in default under any of
the Loan Documents and Borrower has no offset or defense to its
performance or obligations under any of the Loan Documents, (d) except
for changes permitted by the terms of the Agreement, Borrower's
representations and


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warranties contained in the Loan Documents are
true, accurate and complete in all respects as of the Effective Date
and (e) there has been no material adverse change in Borrower's
financial condition from the date of the Agreement to the Effective
Date.


		
	14. 	Except as expressly modified, the
Agreement is unchanged and remains in full force and effect, and
Borrower ratifies and reaffirms all of its obligations under the
Agreement and the other Loan Documents.


		
	15. 	This Amendment may be executed in any number
of counterparts, each of which will be deemed an original, but all of
which shall together constitute but one and the same instrument.


IN WITNESS WHEREOF, Borrower and Lender have caused this Amendment
to be duly executed on their behalf by their duly authorized officers
as of the day and year above written.




											
	 		MORTGAGEIT,
INC.,
 a New York corporation		 
	 		By: John
R. Cuti	
	 		Its:
General Counsel and Secretary	
	 		RESIDENTIAL FUNDING
CORPORATION,
 a Delaware corporation	
	 		By: Jason
Gaul	
	 		Its:
Director	
	




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