**AMENDMENT
      NO. 2**


**TO**


**EMPLOYMENT
      AGREEMENT OF**


**STEVEN
      R. MUMMA**





AMENDMENT
      NO. 2 TO EMPLOYMENT AGREEMENT OF STEVEN R. MUMMA, made as of March 31, 2007,
      between New York Mortgage Trust, Inc., a Maryland corporation (the “Company”),
      and Steven R. Mumma (the “Executive”) (“Amendment No. 2”):





WHEREAS,
      the Executive and the Company entered into an Employment Agreement dated as
      of
      June 29, 2004, as amended by Amendment No. 1 to that certain Employment
      Agreement, dated December 2, 2004 (collectively, the “Employment Agreement”);
      and





WHEREAS,
      the parties desire to amend the Employment Agreement as provided
      herein.





NOW,
      THEREFORE, in consideration of the premises and for other good and valuable
      consideration, the parties hereby agree as follows:





1.  Section
      3
      of the Employment Agreement is hereby deleted in its entirety and the following
      is hereby substituted in lieu thereof:





“3.  Position
      and Duties .
      The
      Executive shall serve as the Co-Chief Executive Officer, Chief Operating
      Officer, Chief Investment Officer, Chief Financial Officer and President 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, Chief Operating Officer, Chief
      Investment Officer, Chief Financial Officer and President 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 or violate Section 9 or 10 of this Agreement.”





2.  Section
      5(a) of the Employment Agreement is hereby deleted in its entirety and the
      following is hereby substituted in lieu thereof:





“ (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 $434,008.32. During
      the Terms, 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; provided, however, that on each January 1 thereafter during the
      Term,
      the Base Salary shall be increased by a minimum positive amount equal to the
      Base Salary in effect on January 1 of the prior year multiplied by the increase
      in the Consumer Price Index for such year. The amount of the 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). ”








3.  Section
      7(d)(ii) of the Employment Agreement is hereby deleted in its entirety and
      the
      following is hereby substituted in lieu thereof:





“(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 an amount equal to the product of (A) the sum of (1) the Executive’s
      Base Salary in effect as of the Date of Determination and (2) the Executive’s
      highest Annual Bonus earned in the last three fiscal years, and (B) the lesser
      of three (3) or the quotient of the number of whole months remaining in the
      term
      of this Agreement as of the Date of Termination divided by twelve (12); such
      payment to be made in a lump sum on or before the tenth day following the Date
      of Termination. For purposes of this Section 7(d)(ii) only, the Executive’s Base
      Salary shall mean the Executive’s Base Salary in effect as of the date
      immediately preceding effectiveness of this Agreement, and on each January
      1
      thereafter during the Term, the Executive’s Base Salary, as determined pursuant
      to this Section 7(d)(ii), shall be increased by a minimum positive amount equal
      to the Base Salary in effect on January 1 of the prior year multiplied by the
      increase in the Consumer Price Index for such year. 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;





4.  Except
      to
      the extent hereby amended, the Employment Agreement is herby confirmed and
      ratified and shall continue in full force and effect.





3.  The
      effective date of this Amendment No. 2 is March 31, 2007.







[Signatures
      to appear on the following page]









IN
      WITNESS WHEREOF, the parties have executed this Amendment No. 2 to Employment
      Agreement of Steven R. Mumma as of the date first written above.





**NEW
                YORK MORTGAGE TRUST, INC.:**
            **EMPLOYEE:**By:
                /s/ David A.
                Akre
            /s/
                Steven R.
                MummaName:
                David A. Akre
            Name:
                Steven R. MummaTitle:
                Co-Chief Executive Officer
            Dated:
                March 31, 2007Dated:
                March 31, 2007