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                                                                    EXHIBIT 10.1

                                REDACTED VERSION
                    AS FILED WITH THE SECURITIES AND EXCHANGE
                   COMMISSION WITH FORM 8-K ON OCTOBER 1, 2004



                                 AMENDMENT NO. 1
               TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT


                  AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER REPURCHASE
AGREEMENT, dated as of September 21 , 2004, (the AMENDMENT") by and between
Merrill Lynch Mortgage Capital Inc. (the "BUYER"), and MortgageIT, Inc. ("MIT"
and a "SELLER") and MortgageIT Holdings, Inc. ("HOLDINGS" and a "SELLER" and
together with MIT the "Sellers"):

                  The Buyer and the Sellers are parties to that certain Amended
and Restated Master Repurchase Agreement, dated as of August 4, 2004 (the
"EXISTING REPURCHASE AGREEMENT"; as amended by this Amendment, the "REPURCHASE
AGREEMENT"). Capitalized terms used but not otherwise defined herein shall have
the meanings given to them in the Existing Repurchase Agreement.

                  The Buyer and the Sellers have agreed, subject to the terms
and conditions of this Amendment, that the Existing Repurchase Agreement be
amended to reflect certain agreed upon revisions to the terms of the Existing
Repurchase Agreement.

                  Accordingly, the Buyer and the Sellers hereby agree, in
consideration of the mutual premises and mutual obligations set forth herein,
that the Existing Repurchase Agreement is hereby amended as follows:

                    Section 1. DEFINITIONS. Section 2 of the Existing Repurchase
Agreement is hereby amended by deleting the definition of "PRICING SPREAD" in
its entirety and replacing it with the following:

                  "PRICING SPREAD" shall mean [O]*%."

                  Section 2. CONDITIONS PRECEDENT. This Amendment shall become
effective on the date hereof (the "AMENDMENT EFFECTIVE DATE") subject to the
satisfaction of the following conditions precedent:

                  2.1 DELIVERED DOCUMENTS. On the Amendment Effective Date, the
Buyer shall have received the following documents, each of which shall be
satisfactory to the Buyer in form and substance:

                  (a) this Amendment, executed and delivered by a duly
authorized officer of each of the Buyer and the Sellers; and

                  (b) such other documents as the Buyer or counsel to the Buyer
may reasonably request.



-------------------
*    Confidential portions omitted and filed separately with the Securities and
     Exchange Commission.


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                  Section 3. FEES. Each Seller agrees to pay as and when billed
by the Buyer all of the reasonable fees, disbursements and expenses of counsel
to the Buyer in connection with the development, preparation and execution of,
this Amendment or any other documents prepared in connection herewith and
receipt of payment thereof shall be a condition precedent to the Buyer entering
into any Transaction pursuant hereto. Section

                  Section 4. CONFIDENTIALITY. The parties hereto acknowledge
that this Amendment, the Existing Repurchase Agreement, and all drafts
thereof, documents relating thereto and transactions contemplated thereby are
confidential in nature and each Seller agrees that, unless otherwise directed
by a court of competent jurisdiction, it shall limit the distribution of such
documents and the discussion of such transactions to such of its officers,
employees, attorneys, accountants and agents as is required in order to
fulfill its obligations under such documents and with respect to such
transactions.

                  Section 5. LIMITED EFFECT. Except as expressly amended and
modified by this Amendment, the Existing Repurchase Agreement shall continue to
be, and shall remain, in full force and effect in accordance with its terms.

                  Section 6. COUNTERPARTS. This Amendment may be executed in one
or more counterparts and by different parties hereto on separate counterparts,
each of which, when so executed, shall constitute one and the same agreement.

                  SECTION 7. GOVERNING LAW. THIS AMENDMENT 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.

                  Section 8. CONFLICTS. The parties hereto agree that in the
event there is any conflict between the terms of this Amendment, and the terms
of the Existing Repurchase Agreement, the provisions of this Amendment shall
control.

                            [SIGNATURE PAGE FOLLOWS]


                                       2
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                  IN WITNESS WHEREOF, the parties have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of the
day and year first above written.


Buyer:                                MERRILL LYNCH MORTGAGE CAPITAL INC.



                                      By:
                                          -------------------------------------
                                          Name:  John Winchester
                                          Title:


Seller:                               MORTGAGEIT, INC.



                                      By:
                                          -------------------------------------
                                          Name:  John R. Cuti
                                          Title:  Secretary and General Counsel


Seller:                               MORTGAGEIT HOLDINGS, INC.



                                      By:
                                          -------------------------------------
                                          Name:  John R. Cuti
                                          Title:  Secretary and General Counsel