**AMENDMENT
      NO. 16**


**TO
      AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT**




Amendment
      No. 16, dated as of May [11], 2007 (this “ Amendment ”),
      among
      CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “ Buyer ”),
      THE
      NEW YORK MORTGAGE COMPANY, LLC (“ NYM
      Company ”),
      NEW
      YORK MORTGAGE FUNDING, LLC (“ NYM
      Funding ”
and
      together with NYM Company the “ Sellers ”)
      and
      NEW YORK MORTGAGE TRUST, INC (the “ Guarantor ”).




RECITALS




The
      Buyer, the Sellers and the Guarantor are parties to that certain Amended and
      Restated Master Repurchase Agreement, dated as of March 30, 2005, as amended
      by
      Amendment No. 1, dated as of April 29, 2005, Amendment No. 2, dated as of May
      10, 2005, Amendment No. 3, dated as of July 18, 2005, Amendment No.4, dated
      as of August 5, 2005, Amendment No. 5, dated as of September 6, 2005, Amendment
      No. 6, dated as of November 14, 2005, Amendment No. 7, dated as of March 14,
      2006, Amendment No. 8, dated as of March 24, 2006, Amendment No. 9, dated as
      of
      May 10, 2006, Amendment No. 10, dated as of August 4, 2006, Amendment No. 11,
      dated as of November 9, 2006, Amendment No. 12, dated as of November 9, 2006,
      Amendment No. 13, dated as of December 12, 2006, Amendment No. 14, dated as
      of
      January 24, 2007 and Amendment No. 15, dated as of March 23, 2007 (the
“ Existing
      Master Repurchase Agreement ”;
      as
      amended by this Amendment, the “ Master
      Repurchase Agreement ”).
      Capitalized terms used but not otherwise defined herein shall have the meanings
      given to them in the Existing Master Repurchase Agreement.




The
      Buyer
      the Sellers and the Guarantor have agreed, subject to the terms and conditions
      of this Amendment, that the Existing Master Repurchase Agreement be amended
      to
      reflect certain agreed upon revisions to the terms of the Existing Repurchase
      Agreement. As a condition precedent to amending the Existing Master Repurchase
      Agreement, the Buyer has required the Guarantor to ratify and affirm the
      Guaranty on the date hereof.




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




SECTION
      1.  Waiver .
      For
      purposes of this Amendment, this Section
      1 will be
      effective only for the period from and including January 1, 2007 through and
      including March 31, 2007 (the “ Waiver
      Period ”).




1.1  Profitability
      Waiver . Section
      14(e) of the
      Existing Repurchase Agreement is hereby amended by deleting it in its entirety
      and replacing it with the following language, which amendment shall be effective
      solely during the Waiver Period:




“ (e) Maintenance
      of Profitability .
      Parent
      Guarantor shall not permit on a consolidated basis, for any Test Period, Net
      Income for such Test Period, before income taxes for such Test Period and
      distributions made during such Test Period, to be a loss greater than
      $4,800,000.”







1.2  ATNW
      Waiver . Section
      14(a) of the
      Existing Repurchase Agreement is hereby amended by deleting it in its entirety,
      which amendment shall be effective solely during the Waiver Period.




SECTION
      2.  Conditions
      Precedent .  Section
      1 of this Amendment shall become effective as of the dates of the Waiver Period (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:




(1)  this
      Amendment, executed and delivered by duly authorized officers of the Buyer,
      the
      Sellers and the Guarantor; and




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




2.2   Payment
      of Attorneys’ Fees .
      On the
      Amendment Effective Date, the Sellers shall have paid attorneys’ fees to Buyer
      or its counsel either by payment or by authorized debit in
      connection with this Amendment in an amount equal to $2,200.




SECTION
      3.  Limited
      Effect .  Except
      as
      expressly amended and modified by this Amendment, the Existing Repurchase
      Agreement shall continue to be, and shall remain, in full force and effect
      in
      accordance with its terms. Section 1 of this Amendment shall expire upon the
      expiration of the Waiver Period, at which time the terms of the Existing
      Repurchase Agreement shall revert to that set forth in the Existing Repurchase
      Agreement. Other than as expressly set forth herein, the execution of this
      Amendment by the Buyer shall not operate as a waiver of any of its rights,
      powers or privileges under the Repurchase Agreement or any other Program
      Agreement, including without limitation, any rights, powers or privileges
      relating to other existing or future breaches of, or Defaults or Events of
      Default under, the Repurchase Agreement or any other Program Agreement (whether
      the same or of a similar nature as the breaches identified herein or otherwise)
      except as expressly set forth herein.




SECTION
      4.  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.




SECTION
      5.  Reaffirmation
      of Guaranty .
      The
      Guarantor hereby ratifies and affirms all of the terms, covenants, conditions
      and obligations of the Guaranty and acknowledges and agrees that such Guaranty
      shall apply to all of the Obligations under the Master Repurchase Agreement,
      as
      it may be amended, modified and in effect, from time to time.




**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.**




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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
                BuyerBy:
            /s/
              A.
              Adam LoskoveName:
              A. Adam LoskoveTitle:
              Vice President


NYM
                    Company:
              **THE
                    NEW YORK MORTGAGE COMPANY, LLC,**
                  as
                    SellerBy:
              /s/
                David A. AkreName:
                David A. AkreTitle:
                CEO


NYM
                        Funding:
                **NEW
                        YORK MORTGAGE FUNDING, LLC,**as
                      SellerBy:
                /s/
                  David A. AkreName:
                  David A. AkreTitle:
                  CEO


Guarantor
                  **NEW
                            YORK MORTGAGE TRUST, INC,**as
                          SellerBy:
                  /s/
                    David A. AkreName:
                    David A. AkreTitle:
                    Co-CEO




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