MORTGAGEIT
HOLDINGS, INC.
CURRENT REPORT ON FORM 8-K
Report Dated
March  3,  2006 (February 28, 2006)

EXHIBIT
INDEX





							
	Exhibit
No.		Description
	10.1		Amendment
No. 6 to Master Repurchase Agreement, dated as of February
28,  2006, among Credit Suisse First Boston Mortgage Capital LLC,
MortgageIT, Inc., MHL Funding Corp. and MortgageIT Holdings,
Inc.
	













EXECUTION
VERSION

AMENDMENT NO. 6
TO
MASTER REPURCHASE AGREEMENT

Amendment No. 6, dated as of
February  28,  2006 (this
‘‘Amendment’’), among CREDIT
SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the
‘‘Buyer’’), MORTGAGEIT, INC.
(‘‘MortgageIT’’), MHL
Funding Corp. (‘‘MHL’’) and
MORTGAGEIT HOLDINGS, INC.
(‘‘Holdings,’’ and together
with MortgageIT and MHL, the
‘‘Sellers’’).


RECITALS


The
Buyer and the Sellers are parties to that certain Master Repurchase
Agreement, dated as of March  11,  2005, as amended by that
certain Amendment No. 1, dated as of June  17,  2005,
Amendment No. 2, dated as of July  18,  2005, Amendment No.
3, dated as of September  19,  2005, Amendment No. 4, dated
as of November  19,  2005 and Amendment No. 5, dated as of
January  30,  2006 (as the same may have been amended and
supplemented from time to time, and as amended by this Amendment, the
‘‘Repurchase Agreement’’).
Capitalized terms used but not otherwise defined herein shall have the
meanings given to them in the Repurchase Agreement.

The Buyer and
the Sellers have agreed, subject to the terms and conditions of this
Amendment, that the Repurchase Agreement be amended to reflect certain
agreed upon revisions to the terms of the Repurchase
Agreement.

Accordingly, the Buyer and the Sellers hereby agree,
in consideration of the mutual premises and mutual obligations set
forth herein, that the Repurchase Agreement is hereby amended as
follows:

SECTION 1.    Definitions. Section 2 of the
Repurchase Agreement is hereby amended by deleting the definition of
‘‘Termination Date’’ in its
entirety and replacing the same with the following:

‘‘Termination
Date’’ means the earlier of (a) April
30,  2006 or (b) the date of the occurrence of an Event of
Default.’’

SECTION 2.    Conditions
Precedent. This Amendment shall become effective on
February  28,  2006 (the ‘‘Amendment
Effective Date’’), subject to the satisfaction of
the following conditions
precedent:

2.1    Delivered Documents.
On the Amendment Effective Date, the Buyer shall have received the
following documents, each of which shall be satisfactory to the Buyer
in form and substance:

(a) this
Amendment, executed and delivered by a duly authorized officer of the
Buyer and Sellers;

(b) such other
documents as the Buyer or counsel to the Buyer may reasonably
request.

SECTION 3.    Representations and Warranties.
Each of the Sellers hereby represents and warrants to the Buyer that
they are in compliance with all the terms and provisions set forth in
the Repurchase Agreement on their part to be observed or performed, and
that no Event of Default has occurred or is continuing, and hereby
confirm and reaffirm the representations and warranties contained in
Section 13 of the Repurchase Agreement.

SECTION
4.    Limited Effect. Except as expressly amended and
modified by this Amendment, the Repurchase Agreement shall continue to
be, and shall remain, in full force and effect in accordance with its
terms.

SECTION 5.    Counterparts. This Amendment may
be executed by each of the parties hereto on any number of separate
counterparts, each of which shall be an original and all of which taken
together shall constitute one and the same
instrument.

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SECTION 6.    GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF
LAW PROVISIONS THEREOF.



[SIGNATURE PAGE
FOLLOWS]


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IN WITNESS WHEREOF, the parties have caused
their names to be signed hereto by their respective officers thereunto
duly authorized as of the day and year first above
written.

			
	Buyer:		CREDIT SUISSE
FIRST BOSTON


MORTGAGE CAPITAL LLC,


as
Buyer
			


				
			By:	Bruce S. Kaiserman

Name:
Bruce S. Kaiserman
Title: Vice
President
			


			
	MortgageIT:		MORTGAGEIT,
INC.,


as Seller
			


				
			By:	/s/ Robert A.
Gula

Name: Robert A. Gula
Title: Chief Financial
Officer
			


			
	Holdings:		MORTGAGEIT HOLDINGS, INC.,



as Seller
			


				
			By:	/s/ Glenn J.
Mouridy

Name: Glenn J. Mouridy
Title: President and Chief
Financial Officer
			


			
	MHL:		MHL FUNDING CORP.,



as Seller
			


				
			By:	/s/ Donald
Epstein

Name: Donald Epstein
Title:
Treasurer
			


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