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                                                                   EXHIBIT 10.38

                                  HSBC BANK USA

                                       AND

                        THE NEW YORK MORTGAGE COMPANY LLC

                                  FIRST AMENDED
                                    GUARANTY

                                JOSEPH V. FIERRO

                            Dated as of May 24, 2001

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                                    GUARANTY

                                JOSEPH V.FIERRO

                  In consideration of any extension of credit whether heretofore
or hereafter made by HSBC BANK USA, a banking corporation organized under the
laws of the State of New York ("Secured Party") to THE NEW YORK MORTGAGE COMPANY
LLC, a New York limited liability company (the "Company"), the undersigned
hereby guarantees (a) the full and prompt payment to Secured Party when due,
whether by acceleration or otherwise, of any and all indebtedness and other
liabilities of the Company to Secured Party arising out of a First Amended
Credit and Security Agreement between Secured Party and the Company dated as of
even date herewith ("Credit Agreement") governing a mortgage warehousing line of
credit in the maximum principal amount of TWENTY MILLION DOLLARS
($20,000,000.00), whether now existing or hereafter incurred, of every kind and
character, direct or indirect, and whether such indebtedness is from time to
time reduced and thereafter increased, or entirely extinguished and thereafter
reincurred ("Indebtedness"), and (b) the full and complete performance of all
the Company's obligations and compliance with all the Company's covenants set
forth in the Credit Agreement. The undersigned further agrees to pay all costs
and expenses, including, without limitation, attorneys' fees, at any time paid
or incurred by Secured Party in endeavoring to collect the Indebtedness or any
part thereof and in enforcing this Guaranty.

                  This Guaranty is, and is intended to be, a continuing
guaranty of the payment of the Indebtedness (irrespective of the aggregate
amount thereof) independent of and in addition to any other guaranty,
indorsement or collateral held by Secured Party therefor whether or not
furnished by the undersigned. The undersigned shall have no right of subrogation
with respect to any payments made by the undersigned hereunder until all of the
Indebtedness is paid in full.

                  If any default shall be made in the payment of any
Indebtedness, the undersigned hereby agrees to pay the same to the extent above
specified: (i) without requiring protest or notice of nonpayment or notice of
default to the undersigned, to the Company, or to any other person; (ii) without
proof of demand; (iii) without requiring Secured Party to resort first to the
Company or to any other guaranty or any collateral which Secured Party may hold;
(iv) without requiring notice of acceptance hereof or assent hereto by Secured
Party; and (v) without requiring notice that any indebtedness has been incurred,
all of which the undersigned hereby waives.

                  The undersigned authorizes Secured Party, without notice or
demand and without releasing, impairing or affecting the undersigned's
obligations hereunder, from time to time: (i) to take from any party and hold
collateral for the payment of the Indebtedness or any part thereof, and to
exchange, enforce or release such collateral or any part thereof; (ii) to accept
and hold any indorsement or guaranty of payment of the Indebtedness or any part
thereof and to release or substitute any such indorser or guarantor, or any
party who has given any security interest in any collateral as security for the
payment of the Indebtedness or any part thereof, or any other party in any way
obligated to pay the Indebtedness or any part thereof; (iii) to direct the order
or manner of the disposition of any and all collateral and the enforcement of
any and all

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indorsements and guaranties relating to the Indebtedness or any part thereof as
Secured Party, in its sole discretion, may determine; and (iv) to determine how,
when and what application of payments and credits, if any, shall be made on the
Indebtedness or any part thereof, and to apply the same upon principal or
interest or the portion thereof, if any, in excess of the amount of this
Guaranty.

                  No delay or omission by Secured Party in exercising any right
or remedy hereunder shall operate as a waiver thereof or of any other right or
remedy, and no single or partial exercise thereof shall preclude any other or
further exercise thereof or the exercise of any other right or remedy. All
rights and remedies of Secured Party hereunder are cumulative.

                  This Guaranty is absolute and unconditional and shall not be
affected by any act or thing whatsoever, except as herein provided. No
modification or amendment of any provision of this Guaranty shall be effective
unless in writing and subscribed by a duly authorized officer of Secured Party.

                  This Guaranty shall be governed by and construed under the
laws of the State of New York, whose laws the undersigned expressly elects to
apply to this Guaranty. The undersigned agrees that any action or proceeding
brought to enforce or arising out of this Guaranty may be commenced in the New
York Supreme Court for the County of Erie, or in the District Court of the
United States for the Western District of New York, and the undersigned waives
personal service of process and agrees that a summons and complaint commencing
an action or proceeding in any such court shall be properly served and shall
confer personal jurisdiction if served by registered mail to the undersigned, or
as otherwise provided by the laws of the State of New York or the United States.

                  The undersigned hereby knowingly, voluntarily, unconditionally
and irrevocably waives the right to a trial by jury in every jurisdiction in any
action, proceeding or counterclaim brought by or against the undersigned, its
personal representatives, successors or assigns, in respect of any matter
arising out of this Guaranty or the Indebtedness, including without limitation
any exercise of rights hereunder, any attempt to cancel, void, or rescind this
Guaranty, and any course of conduct or course of dealing in connection herewith.

                  Secured Party and the undersigned as used herein shall include
the estates, executors or administrators, or successors or assigns, of those
parties.

                  This First Amended Guaranty replaces the Guaranty by the
undersigned dated as of March 30, 2001.

                  IN WITNESS WHEREOF, this Guaranty has been signed by the
undersigned at ___________________, this 24 day of May, 2001.

Signature of Guarantor                    Address

/s/ JOSEPH V. FIERRO                      300, E 74th Street
----------------------
JOSEPH V. FIERRO                          NY NY 10021

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STATE OF NEW YORK  )
                   )SS.:
COUNTY OF QUEENS   )

         On the 24 day of May, 2001 before me, the undersigned, a notary public
in and for said state, personally appeared Joseph V. Fierro, personally known to
me or proved to me on the basis of satisfactory evidence to be the individual
whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity, and that by his signature on the instrument,
the individual, or the person upon behalf of which the individual acted,
executed the instrument.

                                              /s/ ANNA MARIN
                                       ----------------------------
                                              Notary Public

                                               ANNA MARIN
                                    Notary Public, State of New York
                                             No.01MA5039882
                                       Qualified in Queens County
                                    Commission Expires MARCH 6, 2002