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                                                                    EXHIBIT 10.2

                      THE NEW YORK MORTGAGE COMPANY, LLC
                     AMENDED AND RESTATED PROMISSORY NOTE

$12,132,550                                                   December 23, 2003
                                                              New York, New York

     This Promissory Note (the "Note") amends and restates that certain
promissory note, dated August 31, 2003, payable by The New York Mortgage
Company, LLC, a New York limited liability company (the "Company") to Steven B.
Schnall in the same principal amount hereof. The Company hereby promises to pay
to Steven B. Schnall at 304 East 65th Street, New York, NY 10021, the principal
amount of Twelve Million One Hundred Thirty-Two Thousand Five Hundred Fifty
Dollars ($12,132,550) on February 27, 2004, (the "Maturity Date"), and to pay
interest on the principal balance hereof at the rate of 3% per annum
(calculated on the basis of a 360-day year) on the Maturity Date.

      The Company may prepay the Note in whole or in part at any time without
penalty. All prepayments shall be applied first to principal, the balance to
accrued interest.

     In the event the Company fails to pay in full the principal and interest
due under this Note on the Maturity Date, the whole of said indebtedness, both
principal and interest, shall, at the option of the holder of this Note,
immediately become due and payable without presentment, demand, protest, notice
of protest, or other notice of dishonor of any kind, all of which are expressly
waived by the Company. The Company agrees that no delay or failure on the part
of the holder of this Note in exercising any power, privilege, remedy, option or
right hereunder shall operate as a waiver thereof or of any other power,
privilege, remedy or right. The Company irrevocably consents to the jurisdiction
of the courts of the State of New York and of any federal court located in the
State of New York in connection with any action or proceeding arising out of or
relating to this Note.

     The indebtedness represented by this Note and the payment of principal and
interest on this Note shall be expressly subordinated in right of payment to all
indebtedness, whether outstanding on the date hereof or hereafter arising or
created, for principal, interest, fees or any other obligations due from the
Company under its warehouse, repurchase or gestation agreements with Credit
Suisse First Boston Mortgage Capital, LLC, HSBC Bank USA, National City Bank of
Kentucky and Greenwich Capital Financial Products, Inc.

     This Note has been negotiated and consummated in the State of New York and
shall be governed by and construed in accordance with the laws of the State of
New York, without giving effect to principles governing conflicts of law.
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     IN WITNESS WHEREOF, the Company has caused this Note to be executed and
dated the day and year first above written.


                                              THE NEW YORK MORTGAGE COMPANY, LLC

                                              By: /s/ Steven Schnall
                                                  ---------------------------
                                                  Name:  Steven Schnall
                                                  Title: Member and President


                                              By: /s/ Joseph Fierro
                                                  ---------------------------
                                                  Name:  Joseph Fierro
                                                  Title: Member and Chief
                                                         Operating Officer