AMENDMENT
NUMBER THREE
to the
Master Loan and Security
Agreement
Dated as of February 15, 2005
among
 MORTGAGEIT,
INC.
MORTGAGEIT HOLDINGS, INC.
 and
 GREENWICH CAPITAL
FINANCIAL PRODUCTS, INC.

This AMENDMENT NUMBER THREE is made
this 10th day of November, 2005, among MORTGAGEIT, INC. and
MORTGAGEIT HOLDINGS, INC. each having an address at 33 Maiden Lane, 6th
Floor, New York, New York 10038 (each, a
"Borrower" and collectively, the
"Borrowers") and GREENWICH CAPITAL
FINANCIAL PRODUCTS, INC., having an address at 600 Steamboat Road,
Greenwich, Connecticut 06830 (the
"Lender"), to the Master Loan and
Security Agreement, dated as of February 15, 2005, by and between the
Borrowers and the Lender (the
"Agreement"). Capitalized terms used
but not otherwise defined herein shall have the meanings assigned to
such terms in the Agreement.

RECITALS

WHEREAS,
the Borrowers have requested that the Lender amend the Agreement to
increase the Maximum Credit available thereunder and the Lender has
agreed to such increase, as more expressly set forth below.

WHEREAS, as of the date of this Amendment Number Three, the
Borrowers represent to the Lender that they are in compliance with all
of the representations and warranties and all of the affirmative and
negative covenants set forth in the Agreement.

NOW THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and of the mutual covenants herein
contained, the parties hereto hereby agree as follows:

SECTION
1.    Effective as of November 10, 2005, the definition of
"Maximum Credit" in Section 1 of the
Agreement is hereby amended by deleting such definition in its entirety
and replacing it with the following:

"Maximum
Credit" shall mean Seven Hundred Fifty Million
Dollars ($750,000,000).

SECTION 2.    Effective as of November
10, 2005, Exhibit A to the Agreement is hereby amended to read in its
entirety as set forth on Attachment A to this Amendment Number
Three.

SECTION 3.    Effectiveness of
Amendment.    This Amendment Number Three shall be effective
upon the Lender's receipt of a new Note in the amount of
$750,000,000 to replace the existing Note for $500,000,000. Upon
receipt of the new Note, the Lender shall mark the existing Note as
"cancelled" and return it to the
Borrowers.

SECTION 4.    Defined Terms.    Any
terms capitalized but not otherwise defined herein shall have the
respective meanings set forth in the Agreement.

SECTION
5.    Fees and Expenses.    The Borrowers agree to pay to
the Lender all fees and out of pocket expenses incurred by the Lender
in connection with this Amendment Number Three (including all
reasonable fees and out of pocket costs and expenses of the
Lender's legal counsel incurred in connection with this Amendment
Number Three), in accordance with Section 11.03 of the Agreement

SECTION 6.    Limited Effect.    Except as amended
hereby, the Agreement shall continue in full force and effect in
accordance with its terms. Reference to this Amendment Number Three
need not be made in the Agreement or any other instrument or document
executed in connection therewith, or in any certificate, letter or
communication issued or made pursuant to, or with respect to, the
Agreement, any reference in any of such items to the Agreement being
sufficient to refer to the Agreement as amended hereby.








SECTION
7.    Representations.    The Borrowers hereby represent
to the Lender that as of the date hereof, the Borrowers are in full
compliance with all of the terms and conditions of the Agreement and no
Default or Event of Default has occurred and is continuing under the
Agreement.

SECTION 8.    Governing Law.    This
Amendment Number Three 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
without regard to conflict of laws doctrine applied in such state
(other than Sections 5-1401 and 5-1402 of the New York General
Obligations Law).

SECTION
9.    Counterparts.    This Amendment Number Three may be
executed by each of the parties hereto on any number of separate
counterparts, each of which shall be an original and all of which taken
together shall constitute one and the same instrument.

[REMAINDER OF THIS PAGE LEFT
INTENTIONALLY BLANK]








IN WITNESS WHEREOF, the Borrowers and the
Lender have caused this Amendment Number Three to be executed and
delivered by their duly authorized officers as of the day and year
first above written.


		MORTGAGEIT, INC.

(Borrower)





		By:   /s/   Robert A.
Gula                                        


Name: Robert A. Gula
 Title: Chief Financial Officer





		MORTGAGEIT HOLDINGS, INC.

(Borrower)





		By:   /s/   Glenn J.
Mouridy                                    


Name: Glenn J. Mouridy
 Title: President and Chief Financial
Officer





		GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC.
 (Lender)





		By:   /s/   Anthony
Palmisano                                


Name: Anthony Palmisano
 Title: Managing Director











ATTACHMENT A


EXHIBIT
A


[FORM OF PROMISSORY NOTE]


	$750,000,000
 November 10, 2005	New York, New
York




FOR VALUE RECEIVED, MORTGAGEIT, INC., a New York
corporation and MORTGAGEIT HOLDINGS, INC., a New York corporation
(each, a "Borrower" and collectively, the
"Borrowers"), hereby promise to pay to the
order of GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. (the
"Lender"), at the principal office of the
Lender at 600 Steamboat Road, Greenwich, Connecticut 06830, in lawful
money of the United States, and in immediately available funds, the
principal sum of Seven Hundred Fifty Million Dollars ($750,000,000) (or
such lesser amount as shall equal the aggregate unpaid principal amount
of the Advances made by the Lender to the Borrowers under the Loan
Agreement), on the dates and in the principal amounts provided in the
Loan Agreement, and to pay interest on the unpaid principal amount of
each such Advance, at such office, in like money and funds, for the
period commencing on the date of such Advance until such Advance shall
be paid in full, at the rates per annum and on the dates provided in
the Loan Agreement.

The date, amount and interest rate of each
Advance made by the Lender to the Borrowers, and each payment made on
account of the principal thereof, shall be recorded by the Lender on
its books and, prior to any transfer of this Note, endorsed by the
Lender on the schedule attached hereto or any continuation thereof;
provided, that the failure of the Lender to make any such recordation
or endorsement shall not affect the obligations of the Borrowers to
make a payment when due of any amount owing under the Loan Agreement or
hereunder in respect of the Advances made by the Lender.

This
Note is the Note referred to in the Master Loan and Security Agreement
dated as of February 15, 2005 (as amended, supplemented or otherwise
modified and in effect from time to time, the "Loan
Agreement") between the Borrowers, and the Lender, and
evidences Advances made by the Lender thereunder. Terms used but not
defined in this Note have the respective meanings assigned to them in
the Loan Agreement.

The Borrowers agree to pay all the
Lender's costs of collection and enforcement (including
reasonable attorneys' fees and disbursements of Lender's
counsel) in respect of this Note when incurred, including, without
limitation, reasonable attorneys' fees through appellate
proceedings.

Notwithstanding the pledge of the Collateral, each
Borrower hereby acknowledges, admits and agrees that the
Borrowers' obligations under this Note are recourse obligations
of the Borrowers to which each Borrower pledges its full faith and
credit.

The Borrowers, and any indorsers or guarantors hereof,
(a) severally waive diligence, presentment, protest and demand and also
notice of protest, demand, dishonor and nonpayments of this Note, (b)
expressly agree that this Note, or any payment hereunder, may be
extended from time to time, and consent to the acceptance of further
Collateral, the release of any Collateral for this Note, the release of
any party primarily or secondarily liable hereon, and (c) expressly
agree that it will not be necessary for the Lender, in order to enforce
payment of this Note, to first institute or exhaust the Lender's
remedies against the Borrowers or any other party liable hereon or
against any Collateral for this Note. No extension of time for the
payment of this Note, or any installment hereof, made by agreement by
the Lender with any person now or hereafter liable for the payment of
this Note, shall affect the liability under this Note of the Borrowers,
even if the Borrowers are not a party to such agreement; provided,
however, that the Lender and the Borrowers, by written agreement
between them, may affect the liability of the Borrowers.

Any
reference herein to the Lender shall be deemed to include and apply to
every subsequent holder of this Note. Reference is made to the Loan
Agreement for provisions concerning optional and mandatory prepayments,
Collateral, acceleration and other material terms affecting this
Note.








Each Borrower hereby acknowledges and
agrees that the Borrowers will each be jointly and severally liable to
the Lender for all representations, warranties, covenants and
liabilities of any Borrower hereunder and under the Loan Agreement.

Any enforcement action relating to this Note may be brought by
motion for summary judgment in lieu of a complaint pursuant to Section
3213 of the New York Civil Practice Law and Rules. The Borrowers hereby
submit to New York jurisdiction with respect to any action brought with
respect to this Note and waives any right with respect to the doctrine
of forum non conveniens with respect to such transactions.

This Note shall be governed by and construed under the laws
of the State of New York (without reference to choice of law doctrine
but with reference to Section 5-1401 of the New York General
Obligations Law, which by its terms applies to this Note) whose laws
the Borrowers expressly elect to apply to this Note. The Borrowers
agree that any action or proceeding brought to enforce or arising out
of this Note may be commenced in the Supreme Court of the State of New
York, Borough of Manhattan, or in the District Court of the United
States for the Southern District of New York.


		MORTGAGEIT, INC.





		By: ______________________________
Name:
Title:





		MORTGAGEIT HOLDINGS, INC.





		By: ______________________________
Name:
Title:













SCHEDULE OF LOANS

This Note
evidences Advances made under the within-described Loan Agreement to
the Borrower, on the dates, in the principal amounts and bearing
interest at the rates set forth below, and subject to the payments and
prepayments of principal set forth
below:





																			
	Date
Made		Principal Amount
of Loan		Amount Paid
or
Prepaid		Unpaid Principal
Amount		Notation
Made
by