EXECUTION
VERSION

AMENDMENT NO. 2
TO MASTER REPURCHASE
AGREEMENT

AMENDMENT NO.  2 TO
MASTER REPURCHASE AGREEMENT, dated as of July 20, 2005, (the
Amendment") by and between Merrill Lynch Bank USA
(the "Buyer"), MortgageIT, Inc.
("MIT" and a
"Seller"), MortgageIT Holdings, Inc.
("Holdings" and a
"Seller"), MHL Funding Corp.
("MHL" and a
"Seller"), and Next At Bat Lending,
Inc. ("NABL" and a
"Seller", and collectively with
MortgageIT, Holdings, and MHL the
"Sellers"):

The Buyer and the
Sellers are parties to that certain Master Repurchase Agreement, dated
as of June 8, 2005 as amended by Amendment No.  1, dated as of
June 21, 2005 (the "Existing Repurchase
Agreement"; 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 Existing Repurchase Agreement.

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

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

Section
1.    Definitions.    Section 2 of the Existing Repurchase
Agreement is hereby amended by deleting the definitions of
"Market Value" and
"Maximum Purchase Price" in their
entirety and replacing them with the following language:

""Market Value"
shall mean, as of any date with respect to any Purchased Mortgage Loan,
the price at which such Mortgage Loan could readily be sold as
determined by the Buyer in its sole good-faith discretion. Without
limiting the generality of the foregoing, the Sellers acknowledge that
the Market Value of a Purchased Mortgage Loan may be reduced to zero by
Buyer if:

(a) such Purchased Mortgage Loan
ceases to be an Eligible Mortgage Loan;

(b) the
Purchased Mortgage Loan has been released from the possession of the
Custodian under the Custodial Agreement (other than to a Take-out
Investor pursuant to a Bailee Letter) for a period in excess of 10
Business Days;

(c) the Purchased Mortgage Loan
is a Wet-Ink Mortgage Loan for which the related Mortgage File has not
been received and certified by the Custodian by the seventh Business
Day following the related Purchase Date;

(d)
such Purchased Mortgage Loan is a Delinquent Mortgage Loan;

(e) such Purchased Mortgage Loan is rejected by the
related Takeout Investor;

(f) such Purchased
Mortgage Loan has been subject to a Transaction hereunder for period of
greater than 120 days, unless such Purchased Mortgage Loan is an Aged
Mortgage Loan;

(g) a First Payment Default
occurs with respect to such Purchased Mortgage Loan;

(h) the Buyer has determined in its sole good-faith
discretion that the Purchased Mortgage Loan is not eligible for whole
loan sale or securitization in a transaction consistent with the
prevailing sale and securitization industry with respect to
substantially similar Mortgage Loans;

(i) such
Purchased Mortgage Loan contains a material breach of a representation
or warranty made by a Seller in this Repurchase Agreement or the
Custodial Agreement;

(j) when the Purchase Price
for such Purchased Mortgage Loan is added to the aggregate Purchase
Price of other Purchased Mortgage Loans hereunder and under the MLMCI
Facility combined, the aggregate Purchase Price of all Aged Mortgage
Loans that are Purchased Mortgage Loans purchased hereunder and under
the MLMCI Facility combined exceeds 5% of the Maximum Purchase
Price;








(k) when the Purchase Price
for such Purchased Mortgage Loan is added to the aggregate Purchase
Price of other Purchased Mortgage Loans hereunder and under the MLMCI
Facility combined, the aggregate Purchase Price of all HELOCs that are
Purchased Mortgage Loans purchased hereunder and under the MLMCI
Facility combined exceeds $125,000,000;

(l) when
the Purchase Price for such Purchased Mortgage Loan is added to the
aggregate Purchase Price of other Purchased Mortgage Loans hereunder
and under the MLMCI Facility combined, the aggregate Purchase Price of
all HELOCs that are Purchased Mortgage Loans purchased hereunder and
under the MLMCI Facility combined that have a FICO score of 680 or less
exceeds $35,000,000;

(m) when the Purchase Price
for such Purchased Mortgage Loan is added to the aggregate Purchase
Price of other Purchased Mortgage Loans hereunder and under the MLMCI
Facility combined, the aggregate Purchase Price of all Closed End
Second Lien Mortgage Loans that are Purchased Mortgage Loans purchased
hereunder and under the MLMCI Facility combined exceeds
$75,000,000;

(n) when the Purchase Price for
such Purchased Mortgage Loan is added to the aggregate Purchase Price
of other Purchased Mortgage Loans hereunder and under the MLMCI
Facility combined, the aggregate Purchase Price of all Super Jumbo
Mortgage Loans that are Purchased Mortgage Loans purchased hereunder
and under the MLMCI Facility combined exceeds 7.5% of the
Maximum Purchase Price;

(o) when the Purchase
Price for such Purchased Mortgage Loan is added to the aggregate
Purchase Price of other Purchased Mortgage Loans hereunder and under
the MLMCI Facility combined, the aggregate Purchase Price of all EC
Mortgage Loans that are Purchased Mortgage Loans purchased hereunder
and under the MLMCI Facility combined exceeds 5% of the
aggregate Purchase Price of all Purchased Mortgage Loans;

(p) when the Purchase Price for such Purchased
Mortgage Loan is added to the aggregate Purchase Price of other
Purchased Mortgage Loans hereunder and under the MLMCI Facility
combined, the aggregate Purchase Price of all Wet-Ink Mortgage Loans
that are Purchased Mortgage Loans purchased hereunder and under the
MLMCI Facility combined exceeds (i) with respect to the first five (5)
Business Days of a month and the last five (5) Business Days of a
month, $350,000,000 or (ii) with respect to all other times,
$250,000,000;

(q) when the Purchase Price for
such Purchased Mortgage Loan is added to the aggregate Purchase Price
of other Purchased Mortgage Loans hereunder and under the MLMCI
Facility combined, the aggregate Purchase Price of all Sub-prime
Mortgage Loans that are Purchased Mortgage Loans purchased hereunder
and under the MLMCI Facility combined exceeds 20% of the Maximum
Purchase Price;

(r) when the Purchase Price for
such Purchased Mortgage Loan is added to the aggregate Purchase Price
of other Purchased Mortgage Loans hereunder and under the MLMCI
Facility combined, the aggregate Purchase Price of all Wet-Ink Mortgage
Loans that are Sub-prime Mortgage Loans purchased hereunder and under
the MLMCI Facility combined exceeds 4% of the Maximum Purchase
Price;

(s) when the Purchase Price for such
Purchased Mortgage Loan is added to the aggregate Purchase Price of
other Purchased Mortgage Loans hereunder and under the MLMCI Facility
combined, the aggregate Purchase Price of all Co-op Loans that are
Purchased Mortgage Loans purchased hereunder and under the MLMCI
Facility combined exceeds 5% of the aggregate Purchase Price of
all Purchased Mortgage Loans; and

(t) when the
Purchase Price for such Purchased Mortgage Loan is added to the
aggregate Purchase Price of other Purchased Mortgage Loans hereunder
and under the MLMCI Facility combined, the aggregate Purchase Price of
all Thirty Day Delinquent Mortgage Loans that are Purchased Mortgage
Loans purchased hereunder and under the MLMCI Facility combined exceeds
$15,000,000."

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""Maximum
Purchase Price" shall mean
$1,250,000,000."

Section 2.    Conditions
Precedent.    This Amendment shall become effective on the date
hereof (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 each
of the Buyer and the Sellers; and

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

Section 3.    Confidentiality.    The parties hereto
acknowledge that this Amendment, the Existing Repurchase Agreement, and
all drafts thereof, documents relating thereto and transactions
contemplated thereby are confidential in nature and the Sellers agree
that, unless otherwise directed by a court of competent jurisdiction,
it shall limit the distribution of such documents and the discussion of
such transactions to such of its officers, employees, attorneys,
accountants and agents as is required in order to fulfill its
obligations under such documents and with respect to such
transactions.

Section 4.    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 5.    Counterparts.    This
Amendment may be executed in one or more counterparts and by different
parties hereto on separate counterparts, each of which, when so
executed, shall constitute one and the same agreement.

Section 6.    GOVERNING LAW.    THIS AMENDMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section
7.    Conflicts.    The parties hereto agree that in the
event there is any conflict between the terms of this Amendment, and
the terms of the Existing Repurchase Agreement, the provisions of this
Amendment shall control.

[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:		MERRILL
LYNCH BANK USA
	 		By:		/s/ John
Winchester

Name: John Winchester
Title: Vice
President
	Seller:		MORTGAGEIT,
INC.
	 		By:		/s/ Glenn J. Mouridy

Name: Glenn J. Mouridy
Title:
Executive Vice
President
	Seller:		MORTGAGEIT
HOLDINGS, INC.
	 		By: 		/s/ Glenn J.
Mouridy

Name: Glenn J. Mouridy
Title: President and Chief
Financial
 Officer
	Seller:		MHL FUNDING
CORP.
	 		By:
		/s/ Donald Epstein

Name: Donald
Epstein
Title: Treasurer
	Seller:		NEXT AT BAT
LENDING, INC.
	 		By: 		/s/ Donald
Epstein

Name: Donald Epstein
Title:
Treasurer
	




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