**SEVENTH
      AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ORCHID ISLAND TRS,
      LLC**




This
      SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the
“Agreement”) of Orchid Island TRS, LLC (f/k/a Opteum Financial Services,
      LLC) (the “Company”), dated as of July 20, 2007 (this
“Agreement”), is made and entered into by OPTEUM INC., a Maryland
      corporation (the “Opteum”), and CITIGROUP GLOBAL MARKETS REALTY CORP., a
      New York corporation (“Citigroup” and, together with Opteum, the
“Members”).




RECITALS




WHEREAS,
      the Company was formed on February 26, 1999 as a limited liability company
      pursuant to the Delaware Limited Liability Company Act, 6 Del. C.§
18-101, etseq., as amended from time to time (the “Act”),
      by filing a Certificate of Formation of the Company with the office of the
      Secretary of State of the State of Delaware; and




WHEREAS,
      on December 21, 2006, immediately following Opteum’s conversion and
      reclassification of a number of limited liability company interests in the
      Company from Class A Membership Interests to Class B Membership Interests,
      Citigroup acquired the percentage and class of limited liability company
      interests in the Company (the “Membership Interests”) set forth opposite
      Citigroup’s name on Exhibit A hereto from Opteum pursuant to and in
      accordance with the terms of that certain Membership Interest Purchase, Option
      and Investor Rights Agreement, dated as of December 21, 2006 (the “Purchase
      Agreement”), by and among the Company, Opteum and Citigroup;
      and




WHEREAS,
      on July 3, 2007, the Company filed a Certificate of Amendment to its Certificate
      of Formation with the Secretary of State of the State of Delaware thereby
      changing its name from Opteum Financial Services, LLC to Orchid Island TRS,
      LLC;
      and




WHEREAS,
      the Members desire to amend and restate the Company’s Sixth Amended and Restated
      Limited Liability Company Agreement, dated as of December 21, 2006, to take
      account of the aforementioned name change of the Company.




NOW,
      THEREFORE, the Members hereby declare as follows:




Section
      1.  Name.  The
      name of the Company is “Orchid Island TRS, LLC.”  The Board of
      Managers is authorized to change the name of the Company and may otherwise
      conduct the business and affairs of the Company under any other name, if it
      deems it necessary or advisable to do so, provided that it complies with all
      applicable laws in doing so and so long as such name includes the words “Limited
      Liability Company” or the abbreviation “LLC”.  The Company shall
      notify the Members in writing of any such change or use of other
      name.  In the event that the name of the Company is changed pursuant
      to this Section, references herein to the name of the Company shall be deemed
      to
      have been amended to the name as so changed.




Section
      2.  Purpose.  The
      Company may engage in any lawful
      business, purpose or activity permitted under the Act and approved by the Board
      of Managers, and exercise all the powers and privileges granted by the Act
      or by
      any other law or this Agreement, together with any powers incidental thereto,
      including such powers and privileges as are necessary or convenient to the
      conduct, promotion or attainment of the business purposes or activities of
      the
      Company; provided, however, that the Company shall not directly or
      indirectly operate or manage a “lodging facility” or a “health care facility” or
      directly or indirectly provide to any other person (under a franchise, license,
      or otherwise) any rights to any brand name under which any lodging facility
      or
      health care facility is operated, in each case, as set forth in Section
      856(l)(3) and (4) of the Internal Revenue Code of 1986, as amended (the
“Code”).




Section
      3.  Term;
      Continued Existence.  The Company shall continue in perpetuity
      unless sooner dissolved in accordance with Section 19.  The
      Members shall take all actions necessary to ensure the Company’s existence as a
      limited liability company in good standing under the laws of the State of
      Delaware and under the laws of any other state in which the Company conducts
      the
      business and activities authorized in this Agreement.




Section
      4.  Principal
      Office; Books and Records.  The principal office of the Company
      shall be located at 115 West Century Road, Paramus, New Jersey 07652 or such
      other place or places as the Board of Managers may determine.  The
      Board of Managers shall be responsible for maintaining at the Company’s
      principal office those books and records required by the Act to be so
      maintained.




Section
      5.  Registered
      Office and Agent.  The address of the registered office of the
      Company in the State of Delaware is c/o Corporation Service Company, 2711
      Centerville Road, Suite 400, Wilmington, Delaware 19808.  The
      name of the registered agent of the Company is Corporation Service
      Company.  The address of the registered agent in the State of Delaware
      is 2711 Centerville Road, Suite 400, Wilmington, Delaware
      19808.  The registered agent and the registered office of the Company
      may be changed from time to time by the Board of Managers.




Section
      6.  Members.  The
      names, mailing addresses, class of Membership Interest and percentage interests
      (the “Percentage Interest”) of the Members are set forth on Exhibit
      A hereto.  No other person or entity shall be admitted as a member
      of the Company, and no additional interests in the Company shall be issued,
      without the approval of Opteum and appropriate amendments to this Agreement,
      including Exhibit A.




Section
      7.  Classes
      of Membership Interests; Reclassification Upon Purchase.




(a)  The
      Membership Interests shall be issued in two classes: the “Class A Membership
      Interests” and the “Class B Membership Interests”.  The
      Class A Membership Interests and the Class B Membership Interests shall be
      identical in all respects, except that the Class A Membership Interests shall
      have voting rights and the Class B Membership Interests shall not have voting
      rights. All or any portion of the Class A Membership Interests may be converted
      and reclassified by the holder thereof, at any time, into an equal number of
      Class B Membership Interests.




(b)  Pursuant
      to the terms of the Purchase Agreement, Citigroup acquired Class B Membership
      Interests from Opteum, such Class B Membership Interests having been
      reclassified as Class B Membership Interests from Class A Membership Interests
      by Opteum immediately prior to their acquisition by Citigroup.  At the
      Option Closing (as defined in the Purchase Agreement) and pursuant to the terms
      of the Purchase Agreement, Citigroup may acquire from Opteum additional
      Membership Interests constituting an additional 7.49% of the Membership
      Interests then outstanding and such Membership Interests shall, immediately
      prior to such sale by Opteum, be reclassified from Class A Membership Interests
      to Class B Membership Interests.  Following such acquisition, if any,
      or any other change in ownership or class or any increase or decrease in
      ownership percentage, Exhibit A hereto shall be amended to reflect the
      new ownership, percentage and class of outstanding Membership Interests held
      by
      the Members as of such date.




Section
      8.  Liability
      of the Member.  Except as otherwise expressly provided in the Act,
      the debts, obligations and liabilities of the Company, whether arising in
      contract, tort or otherwise, shall be solely the debts, obligations and
      liabilities of the Company, and no Member shall be obligated personally for
      any
      such debt, obligation or liability of the Company solely by reason of being
      a
      member.




Section
      9.  Management
      of the Company.




(a)  The
      Company shall have a Board of Managers (the “Board of Managers”), which
      shall be the “manager” of the Company (within the meaning of the Act) and the
      size and composition of which shall be as set forth in this Section
      9.




(b)  Subject
      to the delegation of powers provided for herein and the limitations set forth
      herein, the right and power to manage and control the business and affairs
      of
      the Company shall be vested exclusively in the Board of Managers, and the Board
      of Managers shall have the exclusive right and power, in the name of and on
      behalf of the Company, to perform all acts and do all things which, in its
      sole
      discretion, it deems necessary or desirable to conduct the business of the
      Company.  Except as otherwise required by law, no Member shall have
      any right or power, by reason of the Member’s status as such, to act for or bind
      the Company, but shall have only the right to vote on, approve or take the
      actions herein specified to be voted on, approved or taken by it.




(c)  The
      Board
      of Managers shall consist of one or more individuals (each, a “Manager”),
      with the exact number of Managers to be determined from time to time by Opteum
      in its sole discretion.  Initially, the Board of Managers shall
      consist of the following three Managers: Jeff Zimmer, Robert Cauley and Peter
      Norden.  Each Manager shall be appointed by Opteum in its sole
      discretion and may be removed by Opteum at any time in its sole
      discretion.  Each Manager shall hold office until such Manager’s death
      or resignation or removal by Opteum.  Any Manager may resign at any
      time by giving written notice to the Members.  Such resignation shall
      take effect at the time specified therein or, if the time be not specified,
      upon
      receipt thereof; and unless otherwise specified therein, the acceptance of
      such
      resignation shall not be necessary to make it effective.  Vacancies on
      the Board of Managers resulting from death, resignation, removal or otherwise
      and newly created Managerships resulting from any increase in the number of
      Managers shall be filled solely by action taken by Opteum.




(d)  A
      majority of the total number of Managers then in office, whether present in
      person or represented by proxy, shall constitute a quorum for the transaction
      of
      business at a meeting of the Board of Managers, and the affirmative vote of
      a
      majority in voting power of the Managers present at any such meeting, whether
      present in person or represented by proxy, at which a quorum is present shall
      be
      necessary for the passage of any resolution or act of the Board of
      Managers.  At each meeting of the Board of Managers at which a quorum
      is present, each other Manager present at such meeting, whether present in
      person or represented by proxy, shall be entitled to one vote on each matter
      to
      be voted on at such meeting.  Any action required or permitted to be
      taken at any meeting of the Board of Managers may be taken by the unanimous
      written consent of the Managers then in office.




Section
      10.  Committees
      of the Board of Managers.  The Board of Managers may designate, by
      resolution, one or more committees.  Any such committee, to the extent
      provided in the resolution of the Board of Managers, shall have and may exercise
      all the powers and authority of the Board of Managers in the management of
      the
      business and affairs of the Company, and may authorize the seal of the Company
      to be affixed to all papers which may require it.  Each committee
      shall consist of one or more of the Managers.  Each member of a
      committee shall be appointed by the Board of Managers in its sole discretion
      (but subject to the foregoing sentence) and may be removed by the Board of
      Managers at any time in their sole discretion.  Each member of a
      committee shall hold office until the member’s death or resignation or removal
      by the Board of Managers.  Any member of a committee may resign at any
      time from such committee by giving written notice to the Board of
      Managers.  Such resignation shall take effect at the time specified
      therein or, if the time be not specified, upon receipt thereof; and unless
      otherwise specified therein, the acceptance of such resignation shall not be
      necessary to make it effective.  Vacancies on a committee resulting
      from death, resignation, removal or otherwise and newly created positions on
      a
      committee resulting from any increase in the number of members of a committee
      shall be filled solely by the Board of Managers.  The Board of
      Managers may designate one or more Managers as alternate members of any
      committee, who may replace any absent member at any meeting of the
      committee.  All of the members of a committee then in office (or, in
      the absence of the member, the alternate member who has replaced the member),
      whether present in person or represented by proxy, shall constitute a quorum
      for
      the transaction of business at a meeting of such committee, and the affirmative
      vote of the member (or the alternate members who have replaced them) shall
      be
      necessary for the passage of any resolution or act of such
      committee.  Any action required or permitted to be taken at any
      meeting of a committee may be taken by the written consent of all of the members
      of such committee then in office.  Each committee shall report its
      actions to the Board of Managers when so required by the Board of
      Managers.




Section
      11.  Officers.  The
      Board of Managers or the officer to which it delegates such responsibility
      may,
      from time to time, designate or appoint one or more officers of the Company,
      including, without limitation, president, one or more vice presidents, a
      secretary, an assistant secretary and/or a treasurer.  Such officers
      must be employees of the Company or an affiliate of the Company.  Each
      appointed officer shall hold office until:  (i) his/her successor is
      appointed by the Board of Managers or its applicable delegate; (ii) such officer
      submits his/her resignation; or (iii) such officer is removed, with or without
      cause, by the Board of Managers or its delegate.  All officers shall
      have such authority and perform such duties as the Board of Managers or its
      delegates may determine, subject to the terms and provisions of this
      Agreement.




Section
      12.  Duties
      and Liabilities of the Members and Officers.




(a)  Neither
      any Member nor any Manager or officer shall be liable to the Company for any
      loss or damages resulting from errors in judgment or for any acts or omissions
      that do not constitute willful misconduct or gross negligence on the part of
      the
      Member, Manager or officer.  In all transactions for or with the
      Company, the Members, the Managers and the officers shall act in good faith
      and
      in the best interest of the Company.




(b)  The
      Company, its receiver or its trustee (but not any Member personally, if any
      Member shall act as the receiver or trustee) shall indemnify and defend the
      Members, the Managers and the officers against, and hold them harmless from,
      any
      and all losses, judgments, costs, damages, liabilities, fines, claims and
      expenses (including, but not limited to, reasonable attorney’s fees and court
      costs, which shall be paid by the Company as incurred) that may be made or
      imposed upon such persons and any amounts paid in settlement of any claims
      sustained by the Company by reason of any act or inaction which is determined
      to
      have been taken in good faith in the best interests of the Company and so long
      as such conduct shall not constitute willful misconduct or gross
      negligence.




(c)  In
      the
      event of settlement of any action, suit or proceeding brought or threatened,
      such indemnification shall apply to all matters covered by the settlement except
      for matters as to which it is  determined that the person seeking
      indemnification did not act in good faith in the best interests of the Company
      or such matter resulted from willful misconduct or gross
      negligence.  The foregoing right of indemnification shall be in
      addition to any rights to which the Members, the Managers and officers may
      otherwise be entitled and shall inure to the benefit of the executors,
      administrators, personal representatives, successors or assigns of each such
      person.




(d)  The
      Company shall pay the expenses incurred by the Members, the Managers or any
      officer in defending a civil or criminal action, suit or proceeding, upon
      receipt of an undertaking by such person to repay such payment if such person
      shall be determined not to be entitled to indemnification therefor as provided
      herein.  Any right of indemnity granted under this Section 12 may be
      satisfied only out of the assets of the Company and no Member nor any Manager
      or
      officer shall be personally liable with respect to any such claim for
      indemnification.




(e)  The
      Company shall have the power to purchase and maintain insurance in reasonable
      amounts on behalf of the Company and the Members, Managers, officers, employees
      and agents of the Company against any liability incurred by them in their
      capacities as such.




(f)  The
      provisions of this Section 12 shall not be construed to limit the power of
      the
      Company to indemnify its Members, Managers, officers, employees or agents to
      the
      fullest extent permitted by law or to purchase insurance or enter into specific
      agreements, commitments or arrangements for indemnification.  The
      absence of any express provision for indemnification in this Agreement shall
      not
      limit any right of indemnification existing independently of this Section
      12.




Section
      13.  Capital
      Contributions.  The Members shall have no obligation to contribute
      any capital, or to make any loans, to the Company.  With the prior
      approval of the Board of Managers, the Members may, however, from time to time
      make voluntary capital contributions to the Company.




Section
      14.  Distributions;
      Allocation of Profits and Losses.  Distributions shall be made by
      the Company to the Members at the times and in the amounts as may from time
      to
      time be determined by the Board of Managers.  Distributions shall be
      made to each Member based on the Percentage Interest held by such Member on
      the
      date of such distribution.




Section
      15.  Tax
      Matters.  At all times, the Company shall be treated as a
      corporation for U.S. federal income tax purposes and shall take all necessary
      and appropriate actions to confirm and ensure such treatment including, but
      not
      limited to, filing all required U.S. federal income tax returns and elections
      necessary or appropriate to secure and preserve such treatment.  In
      addition, at all times, the Company shall be treated as a “taxable REIT
      subsidiary” (within the meaning of Section 856(l) of the Code) and shall take
      all necessary and appropriate actions to confirm and ensure such treatment
      including, but not limited to, filing all required U.S. federal income tax
      returns and elections necessary or appropriate to secure and preserve such
      treatment.  The Company shall not take any action, directly or
      indirectly, that would adversely affect the Company’s ability to qualify as a
      taxable REIT subsidiary.




Section
      16.  Transfers.  Except
      as specifically provided in the Purchase Agreement, Citigroup shall not,
      directly or indirectly, whether voluntarily, involuntarily, by operation of
      law
      or otherwise, transfer, dispose of, sell, lend, pledge, hypothecate, encumber,
      assign, exchange, participate, subparticipate, or otherwise transfer in any
      manner (each, a “Transfer”) all or any portion of its Membership
      Interests, or any rights arising under, out of or in respect of this Agreement,
      including, without limitation, any right to damages for breach of this Agreement
      unless prior to such Transfer the transferee and such Transfer is approved
      by
      the Board of Managers, which approval may be withheld in its sole and absolute
      discretion.




Section
      17.  Dissolution.  Subject
      to the terms of this Agreement, the Company shall be dissolved, and shall
      terminate and wind up its affairs upon the first to occur of (i) the
      election of Opteum or (ii) the entry of a decree of judicial dissolution
      under Section 18-802 of the Act.




Section
      18.  Liquidation.  Upon
      dissolution, the Company’s business shall be liquidated in an orderly
      manner.  Opteum shall act as the liquidator (unless it elects to
      appoint a liquidator) to wind up the affairs of the Company pursuant to this
      Agreement.  If there shall be no members, the successor-in-interest to
      Opteum may serve as such liquidator or may approve one or more liquidators
      to
      act as the liquidator in carrying out such liquidation.  In performing
      its duties, the liquidator is authorized to sell, distribute, exchange or
      otherwise dispose of the assets of the Company in accordance with the Act and
      in
      any reasonable manner that the liquidator shall determine to be in the best
      interest of the Members or their successors-in-interest.  The proceeds
      of any liquidation shall be applied and distributed in the following order
      of
      priority:




(a)  for
      the
      payment of the debts and liabilities of the Company (including any debts and
      liabilities owed to the Members to the extent permitted under the Act (and
      the
      expenses of liquidation));




(b)  to
      the
      setting up of any reserves that Opteum reasonably may deem necessary for any
      contingent or unforeseen liabilities or obligations of the Company arising
      in
      connection with the business of the Company.  These reserves may be
      paid over by Opteum to any attorney-at-law, as escrowee, to be held by such
      attorney for the purpose of disbursing such reserves in payment of any of the
      aforementioned contingencies and, at the expiration of such period as Opteum
      shall deem advisable, to distribute the balance of such reserves to the Members
      based on their Percentage Interests; and




(c)  thereafter,
      to the Members based on their Percentage Interests.




Section
      19.  Right
      to Partition.  To the extent permitted by law, and except as
      otherwise expressly provided in this Agreement, each Member, on behalf of itself
      and its successors and assigns hereby specifically renounces, waives and
      forfeits all rights, whether arising under contract or statute or by operation
      of law, to seek, bring or maintain any action in any court of law or equity
      for
      partition of the Company or any asset of the Company, or any interest which
      is
      considered to be Company property, regardless of the manner in which title
      to
      any such property may be held.




Section
      20.  Severability.  It
      is the desire and intent of the Members that the provisions of this Agreement
      be
      enforced to the fullest extent permissible under the laws and public policies
      applied in each jurisdiction in which enforcement is
      sought.  Accordingly, if any particular provision of this Agreement
      shall be adjudicated by a court of competent jurisdiction to be invalid,
      prohibited or unenforceable for any reason, such provision, as to such
      jurisdiction, shall be ineffective, without invalidating the remaining
      provisions of this Agreement or affecting the validity or enforceability of
      such
      provision in any other jurisdiction.  Notwithstanding the foregoing,
      if such provision could be more narrowly drawn so as not to be invalid,
      prohibited or unenforceable in such jurisdiction, it shall, as to such
      jurisdiction, be so narrowly drawn, without invalidating the remaining
      provisions of this Agreement or affecting the validity or enforceability of
      such
      provision in any other jurisdiction.




Section
      21.  Integration.  Except
      as expressly provided herein, this Agreement and the Purchase Agreement
      constitutes the entire agreement among the parties pertaining to the subject
      matter of this Agreement and supersedes all prior and contemporaneous agreements
      and understandings of the parties in connection with this
      Agreement.  Except as expressly provided herein, no prior,
      contemporaneous, or future covenant, representation, or condition not expressed
      in this Agreement or in an amendment to this Agreement in accordance with
      Section 22 shall affect or be effective to interpret, change or restrict the
      express provisions of this Agreement.




Section
      22.  Modification,
      Waiver or Termination.  No modification, waiver or termination of
      this Agreement, or any part of this Agreement, shall be effective unless made
      in
      writing.




Section
      23.  Benefits
      of Agreement.  No person or entity other than the Members and the
      Company is, nor is it intended that any such other person or entity be treated
      as, a direct, indirect, intended or incidental third-party beneficiary of this
      Agreement for any purpose whatsoever, nor shall any such other person or entity
      have any legal or equitable right, remedy or claim under or in respect of this
      Agreement.  Without limiting the generality of the foregoing, nothing
      in this Agreement, expressed or implied, is intended or shall be construed
      to
      give to any creditor of the Company or to any creditor of any Member or any
      other person or entity whatsoever, other than the Members and the Company,
      any
      legal or equitable right, remedy or claim under or in respect of this Agreement
      or any covenant, condition or provisions contained in this Agreement, and such
      provisions are and shall be held to be for the sole and exclusive benefit of
      the
      Members and the Company.




Section
      24.  Interpretation.  As
      used in this Agreement, the masculine, feminine or neuter gender, and the
      singular or plural number, shall be deemed to be or include the other genders
      or
      number, as the case may be, whenever the context so indicates or
      requires.  Sections and other titles contained in this Agreement are
      for convenience of reference only and shall not define or limit any of the
      provisions of this Agreement.




Section
      25.  Binding
      Effect.  This Agreement shall be binding upon and inure to the
      benefit of the Members and their respective successors and permitted
      assigns.




Section
      26.  Actions
      by Opteum.  Any action required or permitted to be taken under
      this Agreement by Opteum shall require written evidence of such action executed
      by at least two duly appointed and authorized officers of Opteum.




Section
      27.  Governing
      Law.  **THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
      IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT
      TO
      CONFLICTS OF LAW PRINCIPLES OF SUCH STATE.**




Section
      28.  Application
      of the Act.  Any matter not specifically covered by a provision of
      this Agreement shall be governed by the applicable provisions of the
      Act.




Section
      29.  Effective
      Date.  This Agreement shall be effective immediately following
      Citigroup’s acquisition of Membership Interests pursuant to the Purchase
      Agreement.






[***Signature
      appears on the following page***.]




NYA
            812081.6


IN
      WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the
      day
      first above written.






OPTEUM
      INC.






By:






Name:






Title:






CITIGROUP
      GLOBAL MARKETS REALTY CORP.






By:






Name:






Title:







NYA
            812081.6


EXHIBIT
      A







Member
            Mailing
                Address
            Class
                of Membership Interest
            Percentage
                InterestOpteum
                Inc.
            3305
                Flamingo Drive, Vero Beach, Florida 32963
            Class
                A
            92.5%Citigroup
                Global Markets Realty Corp.
            390
                Greenwich Street
              New
                York, New York 10013
            Class
                B
            7.5%