EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT ("Agreement") effective as of the 1st day of January 2005, by and between Doug W. Naidus (the "Executive") and MortgageIT Holdings, Inc. ("the Company").

WITNESSETH

WHEREAS, the Company and the Executive previously entered into an Employment Agreement approved by the Board of Directors on April 1, 2004 (the "April 1 Agreement") with the understanding that upon completion of an initial public offering of the Company, the Compensation Committee of the Board of Directors would consider an increase in the Executive's compensation; and,

WHEREAS, the Company's initial public offering was consummated on August 4, 2004; and,

WHEREAS, based on its review of the matter, the Compensation Committee has recommended and the Board of Directors has approved an increase in the Executive's compensation; and,

WHEREAS, the Company desires to assure itself of the services of the Executive as its Chairman and Chief Executive Officer for the period provided in this Agreement, and the Executive is willing to serve in the employ of the Company for such period, all in accordance with the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein set forth, Executive and the Company do agree to the terms of employment as follows:

1.    Definitions.    The following words and terms shall have the meanings set forth below for the purposes of this Agreement:

(a)    Affiliate.    Affiliate of any person or entity means any stockholder or person or entity controlling, controlled by under common control with such person or entity, or any director, officer or key executive of such entity or any of their respective relatives. For purposes of this definition, "control," when used with respect to any person or entity, means the power to direct the management and policies of such person or entity, directly or indirectly, whether through ownership of voting securities, by contracting or otherwise; and the terms "controlling" and "controlled" have meanings that correspond to the foregoing.

(b)    Base Salary.    "Base Salary" shall have the meaning set forth in Section 3(a) hereof.

(c)    Cause.    "Cause" shall mean (i) with regard to the Company or its Affiliates, personal dishonesty or willful misconduct having a material adverse affect upon the Company, (ii) material breach of fiduciary duty with regard to the Company, (iii) grossly negligent failure to perform the Executive's material duties, provided that a refusal to approve any financials or execute any documents based on such financials shall not be Cause if Executive in good faith believes that the accounting in such financials is not appropriate and so notifies the Chairman of the Audit Committee of the Board of Directors, (iv) conviction of, or pleading guilty or nolo contendere to, any felony involving moral turpitude (other than traffic violations or as a result of vicarious liability) and/or (v) a material breach of any provision of this Agreement which is not cured within ten (10) days after the giving of written notice thereof.

(d)    Code.    "Code" shall mean the Internal Revenue Code of 1986, as amended.

(e)    Confidential and Proprietary Information.    "Confidential and Proprietary Information" shall mean any and all (i) confidential or proprietary information or material not in the public domain about or relating to the business, operations, assets or financial condition of the Company or any Affiliate of the Company or any of the Company's or any such Affiliate's trade secrets; and (ii) information, documentation or material not in the public domain by virtue of any action by or on the part of the Executive, the knowledge of which gives or may give the Company or any Affiliate of the Company an advantage over any person not possessing such information. For purposes hereof, the term Confidential and Proprietary Information shall not include any information or material (i) that is known to the general public other than due to a breach of this Agreement by the Executive or (ii) was disclosed to the Executive by a person who the Executive did not reasonably believe was bound to a confidentiality or similar agreement with the Company.

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(f)    Date of Termination.    "Date of Termination" shall mean the date the Company terminated the Executive's employment for any reason, or, if the Executive's employment is terminated by the Executive, the date on which a Notice of Termination is given or as specified in such Notice.

(g)    Disability.    "Disability" shall mean termination because of any physical or mental impairment that has prevented Executive from performing his material duties for the Company for six (6) consecutive months.

(h)    Good Reason.    Termination by the Executive of the Executive's employment for "Good Reason" shall mean termination by the Executive because of one of the following, without the Executive's express written consent:

(i)    A change in Executive's title;

(ii)    An adverse change, other than a change that is insignificant, made by the Company which would reduce the Executive's then functions, authority, duties or responsibilities;

(iii)    Assignment to Executive of duties inconsistent with his position;

(iv)    Any reduction by the Company in any of the Executive's Base Salary, Annual Bonus opportunity or Incentive Compensation opportunity as the same may be increased from time to time; or

(v)    A breach by the Company of any provision of this Agreement, other than an insignificant breach, which is not cured within ten (10) days after the giving of notice thereof.

(i) IRS.    IRS shall mean the Internal Revenue Service.

(j) Notice of Termination.    Any termination of the Executive's employment by the Company for any reason, including without limitation for Cause or Disability and any termination of the Executive's employment by the Executive for any reason, including without limitation for Good Reason, shall be communicated by written "Notice of Termination" to the other party. For purposes of this Agreement, a "Notice of Termination" shall mean a dated notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provision so indicated, and (iii) specifies a date of Termination, which shall be not less than thirty (30) nor more than ninety (90) days after such Notice of Termination is given.

2.    Term of Employment.

(a)    The Company hereby employs the Executive as the Chairman of the Board of Directors and Chief Executive Officer of the Company, and the Executive hereby accepts said employment and agrees to render such services to the Company, on the terms and conditions set forth in this Agreement. The term of employment under this Agreement shall be for a term of three years, commencing as of January 1, 2005, unless such term is extended as provided in this Section 2 or ends sooner as provided in this Agreement. On the third annual anniversary of January 1, 2005 and on each annual anniversary thereafter, the term of employment under this Agreement shall automatically be extended for an additional one-year, unless the Executive or the Company gives written notice to the other party of such party's election not to extend the term, with such notice to be given not less than ninety (90) days prior to any such anniversary date. If any party gives timely notice that the term will not be extended, then such employment under this Agreement shall terminate at the conclusion of its remaining term. References herein to the term shall refer both to the initial term and successive terms. Any notice of nonrenewal by the Company shall be treated as a termination without Cause as of the end of the then term.

(b)    During the term of this Agreement, the Executive shall report to the Board of Directors (the "Board") and perform executive services for the Company as reasonably prescribed by the Board, consistent with his position or positions and have the authority, duties and responsibilities commensurate with his position or positions.

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3.    Compensation and Benefits.

(a)    Compensation.

(i)    Base Salary.    The Company shall pay the Executive for his services during the term of this Agreement a minimum base salary of $495,000 per year (as increased, "Base Salary"), which may be increased from time to time in such amounts as may be determined by the Board or the Compensation Committee, as the case may be, in its sole discretion.

(ii)    Annual Bonus Beginning in 2005. For the year commencing January 1, 2005 and for each year thereafter, the Executive shall be eligible to receive a bonus ("Annual Bonus") up to three times his Base Salary. Executive's Target Bonus shall be at least equal to his Base Salary (the "Target Bonus").

(iii)    Incentive Compensation Beginning in 2005. In addition to the Base Salary set forth in Section 3(a)(i) hereof and the Annual Bonus set forth in Section 3(a)(ii) hereof, the Executive shall be eligible to receive each calendar year beginning with 2005 incentive compensation of $1,200,000 ("Incentive Compensation"), such Incentive Compensation to be granted (x) one-half in the form of Restricted Stock, which shares shall vest in equal parts, the first third to vest at the end of the year of the date of grant, the second third to vest at the end of the year following year of the date of grant and the last third to vest at the end of the second year following the year of the date of grant, each pursuant to the Plan, and (y) one-half in the form of performance shares of Common Stock subject to reasonable performance goals as established by the Compensation Committee ("Performance Shares"), which shares shall be earned over a period of no longer than three years. Performance Shares shall be fully vested when earned.

(b)    During the term, the Executive shall be entitled to take four (4) weeks paid annual vacation in accordance with the Company's established policies. The Executive shall not be entitled to receive any additional compensation from the Company for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Company or as Company policies or practice may otherwise provide.

(c)    During the Term, the Executive shall be entitled to participate in such benefit plans and fringe programs as provided to other senior executives of the Company at a level commensurate with his position and such other fringes as agreed upon by the Executive and the Company. In addition, Executive shall be provided life insurance coverage of five (5) times his Base Salary and current Target Bonus and long term disability coverage at sixty percent (60%) of Base Salary and Target Bonus;

(d)    The parties have established the compensation levels set out in this Section 3 based on the Company's present business model and profile as of January 1, 2005, including consideration of the market capitalization, revenues and income of the Company.

4.    Expenses.    The Company shall reimburse the Executive or otherwise provide for or pay for all reasonable expenses incurred by the Executive in furtherance of or in connection with the business of the Company, including, but not by way of limitation, professional dues, subject to such reasonable documentation and other limitations as may be established by the Company. If such expenses are paid in the first instance by the Executive, the Company shall reimburse the Executive therefor.

5.    Termination.

(a)    Subject to the notice requirements of Section 1(b), the Company shall have the right, at any time, to terminate the Executive's employment hereunder for any reason, including, without limitation, termination for Cause or, for Disability, and the Executive shall have the right to terminate his employment hereunder for any reason or no reason.

(b)    In the event that (i) the Executive's employment is terminated by the Company for Cause, death, Disability or retirement, or (ii) the Executive terminates his employment hereunder other than for Good Reason, the Executive shall have no right pursuant to this Agreement to compensation or other benefits for any period after the applicable date of Termination other than for Base Salary accrued

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through the date of Termination, incurred but unreimbursed business expenses, accrued but unused vacation in accordance with Company policy, any bonus earned for any prior completed fiscal year, any amounts or benefits due under any benefit, fringe or equity plans or program in accordance with their terms and any rights to indemnification and directors' and officers' liability insurance coverage ("Accrued Obligations").

(c)    In the event that (i) the Executive's employment is terminated by the Company other than for Cause, death, Disability or retirement, or (ii) such employment is terminated by the Executive for Good Reason, then the Company shall:

(A)    pay to the Executive a cash severance equal to two times the sum of his Base Salary and the greater of his Target Bonus or the average of his Annual Bonus for the two years preceding the termination (the "Two-Year Average Bonus") is higher than the Target Bonus, the Two-Year