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                                                                    EXHIBIT 10.1

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


$2,574,352                                                    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 Joseph V.
Fierro in the same principal amount hereof. The Company, hereby promises to pay
to Joseph V. Fierro at 300 East 74th Street, New York, NY 10021, the principal
amount of Two Million Five Hundred Seventy Four Thousand Three Hundred
Fifty-Two Dollars ($2,574,352) 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 MORTAGE 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