MORTGAGE LOAN PURCHASE AGREEMENT

EXHIBIT 10.1

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MORTGAGEIT SECURITIES CORP.

as Purchaser,

MORTGAGEIT HOLDINGS, INC.

as Seller

_______________________

MORTGAGE LOAN PURCHASE AGREEMENT

Dated as of JANUARY 1, 2005

_______________________

Adjustable Rate Mortgage Loans

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TABLE OF CONTENTS

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ARTICLE I

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DEFINITIONS..................................................................................1

Section 1.1. Definitions............................................................1

ARTICLE II

SALE OF MORTGAGE LOANS AND RELATED PROVISIONS................................................2

Section 2.1. Sale of Mortgage Loans.................................................2

Section 2.2. Payment of Purchase Price for the Mortgage Loans.......................4

ARTICLE III

REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH..........................................6

Section 3.1. Seller Representations and Warranties..................................6

Section 3.2. Purchaser Representations and Warranties..............................13

ARTICLE IV

SELLER'S COVENANTS..........................................................................15

Section 4.1. Covenants of the Seller...............................................15

ARTICLE V

LIMITATION ON LIABILITY OF THE SELLER.......................................................15

Section 5.1. Limitation on Liability of the Seller.................................15

ARTICLE VI

TERMINATION.................................................................................15

Section 6.1. Termination...........................................................15

ARTICLE VII

MISCELLANEOUS PROVISIONS....................................................................15

Section 7.1. Amendment.............................................................15

Section 7.2. Governing Law.........................................................15

Section 7.3. Notices...............................................................16

Section 7.4. Severability of Provisions............................................16

Section 7.5. Relationship of Parties...............................................16

Section 7.6. Counterparts..........................................................16

Section 7.7. Survival..............................................................16

Section 7.8. Further Agreements....................................................16

Section 7.9. Intention of the Parties..............................................17

Section 7.10. Successors and Assigns; Assignment of Purchase Agreement..............17

Exhibits

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Exhibit 1 Mortgage Loan Schedule

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This MORTGAGE LOAN PURCHASE AGREEMENT (this "Agreement"),

dated as of January 1, 2005, is made between MortgageIT Holdings, Inc. (the

"Seller") and MortgageIT Securities Corp. (the "Purchaser").

W I T N E S S E T H:

- - - - - - - - - -

WHEREAS, the Seller owns the Mortgage Loans indicated on the

Mortgage Loan Schedule attached as Exhibit 1 hereto (the "Mortgage Loans"),

including rights to (a) any property acquired by foreclosure or deed in lieu of

foreclosure or otherwise, and (b) the proceeds of any insurance policies

covering the Mortgage Loans;

WHEREAS, the parties hereto desire that the Seller sell the

Mortgage Loans to the Purchaser, and that the Seller make certain

representations and warranties and undertake certain obligations with respect to

the Mortgage Loans; and

WHEREAS, pursuant to the terms of an Amended and Restated

Trust Agreement dated as of January 19, 2005 (the "Trust Agreement"), among the

Purchaser, as depositor, Wilmington Trust Company, as owner trustee (the "Owner

Trustee") and Wells Fargo Bank, National Association, as certificate registrar

and certificate paying agent, the Purchaser will convey the Mortgage Loans to

the Issuer (as defined below); and

WHEREAS, pursuant to the terms of a Servicing Agreement dated

as of November 1, 2005 (the "Servicing Agreement"), between the Seller and the

Purchaser, the Seller will service, or cause to be serviced by the Subservicer,

the Mortgage Loans; and

WHEREAS, pursuant to the terms of a Sale and Servicing

Agreement dated as of January 19, 2004 among the Purchaser, the Seller, Wells

Fargo Bank, N.A. as Master Servicer (the "Master Servicer") and Securities

Administrator (the "Securities Administrator"), a Trust Estate designated as

MortgageIT Trust 2005-1, a Delaware statutory trust (the "Issuer") and Deutsche

Bank National Trust Company as Indenture Trustee (the "Indenture Trustee"), the

Master Servicer will master service the Mortgage Loans; and

WHEREAS, pursuant to the terms of an Indenture dated as of

January 19, 2005 (the "Indenture"), between the Issuer and the Indenture

Trustee, the Issuer will pledge the Mortgage Loans and issue and transfer to the

Purchaser the MortgageIT Trust 2005-1, Mortgage-Backed Notes, Series 2005-1,

Class 1-A-1, Class 1-A-2, Class 2-A, Class 1-M-1, Class 1-M-2, Class 2-M-1,

Class 2-M-2, Class 1-B-1, Class 1-B-2 and Class 2-B-1 Notes (collectively, the

"Notes"), representing debt of the Issuer;

NOW, THEREFORE, in consideration of the mutual covenants

herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1. DEFINITIONS. For all purposes of this Mortgage

Loan Purchase Agreement, except as otherwise expressly provided herein or unless

the context otherwise

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requires, capitalized terms not otherwise defined herein shall have the meanings

assigned to such terms in Appendix A attached to the Indenture, which is

incorporated by reference herein. All other capitalized terms used herein shall

have the meanings specified herein.

ARTICLE II

SALE OF MORTGAGE LOANS AND RELATED PROVISIONS

Section 2.1. SALE OF MORTGAGE LOANS.

(a) The Seller, by the execution and delivery of this Agreement,

does hereby sell, assign, set over, and otherwise convey to the Purchaser,

without recourse but subject to the terms of this Agreement, all of its right,

title and interest in, to and under the following, whether now existing or

hereafter acquired and wherever located, (i) all of its right, title and

interest in the Mortgage Loans identified on Exhibit 1 as of the Closing Date,

including the related Cut-off Date Principal Balance, all interest accruing

thereon on and after the Cut-off Date, and all collections of interest and

principal due after the Cut-off Date, (ii) the Seller's interest in any

insurance policies related to the Mortgage Loans and (iii) all proceeds of the

foregoing.

(b) In connection with such conveyances by the Seller, the Seller

shall on behalf of the Purchaser deliver to, and deposit with Deutsche Bank

National Trust Company, as custodian for the Indenture Trustee, on or before the

Closing Date, the following documents or instruments with respect to each

Mortgage Loan:

(i) the original Mortgage Note endorsed without recourse

to the order of the Indenture Trustee or in blank, and showing an

unbroken chain of endorsements from the original payee thereof to the

Person endorsing it to the Indenture Trustee or in blank or, with

respect to any Mortgage Loan as to which the original Mortgage Note has

been lost or destroyed and has not been replaced, a lost note affidavit

together with a copy of the related Mortgage Note;

(ii) the original Mortgage and, if the related Mortgage

Loan is a MOM Loan, noting the presence of the MIN and language

indicating that such Mortgage Loan is a MOM Loan, with evidence of

recording thereon, or, if the original Mortgage has not yet been

returned from the public recording office, a copy of the original

Mortgage certified by the Seller or the public recording office in

which such original Mortgage has been recorded, or, if the original

Security Instrument, assignments to the Indenture Trustee or

intervening assignments thereof which have been delivered, are being

delivered or will, upon receipt of recording information relating to

the Security Instrument required to be included thereon, be delivered

to recording offices for recording and have not been returned to the

Seller in time to permit their recording as specified in Section

2.01(b) of the Sale and Servicing Agreement, shall be in recordable

form;

(iii) unless the Mortgage Loan is a MOM Loan, a certified

copy of the assignment (which may be in the form of a blanket

assignment if permitted in the jurisdiction in which the Mortgaged

Property is located) to "Deutsche Bank National Trust Company, as

Indenture Trustee", with evidence of recording with respect to each

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Mortgage Loan in the name of the Indenture Trustee thereon (or if (A)

the original Security Instrument, assignments to the Indenture Trustee

or intervening assignments thereof which have been delivered, are being

delivered or will, upon receipt of recording information relating to

the Security Instrument required to be included thereon, be delivered

to recording offices for recording and have not been returned to the

Seller in time to permit their delivery as specified in Section 2.01(b)

of the Sale and Servicing Agreement, the Seller may deliver a true copy

thereof with a certification by the Seller, on the face of such copy,

substantially as follows: "Certified to be a true and correct copy of

the original, which has been transmitted for recording" or (B) the

related Mortgaged Property is located in a state other than Maryland

and an Opinion of Counsel has been provided as set forth in Section

2.01(b) of the Sale and Servicing Agreement, shall be in recordable

form);

(iv) all intervening assignments of the Security

Instrument, if applicable and only to the extent available to the

Depositor with evidence of recording thereon;

(v) the original or a copy of the policy or certificate

of primary mortgage guaranty insurance, to the extent available, if

any;

(vi) the original or a copy of the policy of title

insurance or mortgagee's certificate of title insurance or commitment

or binder for title insurance; and

(vii) originals of all modification agreements, if

applicable and available.

If a material defect in any Mortgage File is discovered which may

materially and adversely affect the value of the related Mortgage Loan, or the

interests of the Indenture Trustee (as pledgee of the Mortgage Loans), the

Noteholders or the Certificateholders in such Mortgage Loan, including if any

document required to be delivered to the Indenture Trustee has not been

delivered (provided that a Mortgage File will not be deemed to contain a defect

for an unrecorded assignment under clause (iii) above if the Seller has

submitted such assignment for recording pursuant to the terms of the second

following paragraph), the Seller shall cure such defect, repurchase the related

Mortgage Loan at the Repurchase Price or substitute a Substitute Mortgage Loan

for the related Mortgage Loan upon the same terms and conditions set forth in

Section 3.1 hereof for breaches of representations and warranties as to the

Mortgage Loans.

In connection with the assignment of any Mortgage Loan registered on

the MERS(R) System, the Seller further agrees that it will cause, at the

Seller's own expense, within 30 days after the Closing Date, the MERS(R) System

to indicate that such Mortgage Loans have been assigned by the Seller to the

Indenture Trustee in accordance with this Agreement for the benefit of the

Noteholders by including (or deleting, in the case of Mortgage Loans which are

repurchased in accordance with the Sale and Servicing Agreement) in such

computer files (a) the code in the field which identifies the specific Trustee

and (b) the code in the field "Pool Field" which identifies the series of the

Notes issued in connection with such Mortgage Loans. The Seller further agrees

that it will not, and will not permit the Master Servicer to, alter the codes

referenced in this paragraph with respect to any Mortgage Loan during the term

of the Indenture, unless and until such Mortgage Loan is repurchased in

accordance with the terms of the Indenture.

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Promptly after the Closing Date (or after the date of transfer of any

Substitute Mortgage Loan), the Seller, at its own expense, shall complete and

submit for recording in the appropriate public office for real property records

each of the assignments referred to in clause (iii) above, with such assignment

completed in favor of the Indenture Trustee. While such assignment to be

recorded is being recorded, the Indenture Trustee shall retain a photocopy of

such assignment. If any assignment is lost or returned unrecorded to the

Indenture Trustee because of any defect therein, the Seller is required to

prepare a substitute assignment or cure such defect, as the case may be, and the

Seller shall cause such substitute assignment to be recorded in accordance with

this paragraph.

In instances where an original Mortgage or any original intervening

assignment of Mortgage was not, in accordance with clause (ii) or (iv) above,

delivered by the Seller to the Indenture Trustee, prior to or concurrently with

the execution and delivery of this Agreement, the Seller will deliver or cause

to be delivered the originals of such documents to the Indenture Trustee,

promptly upon receipt thereof.

The Purchaser hereby acknowledges its acceptance of all right, title

and interest to the Mortgage Loans and other property, now existing and

hereafter created, conveyed to it pursuant to this Section 2.1.

(c) The parties hereto intend that the transactions set forth

herein, including the sale of the Mortgage Loans pursuant to this Agreement,

constitute a sale by the Seller to the Purchaser of all the Seller's right,

title and interest in and to the Mortgage Loans and other property as and to the

extent described above. In the event the transactions set forth herein are

deemed by a court of competent jurisdiction not to be a sale, the Seller hereby

grants to the Purchaser a security interest in all of the Seller's right, title

and interest in, to and under the Mortgage Loans and such other property, to

secure all of the Seller's obligations hereunder, and this Agreement shall

constitute a security agreement under applicable law, including, without

limitation, Article 9 of the applicable Uniform Commercial Code. The Seller

agrees to take or cause to be taken such actions and to execute such documents,

including without limitation the filing of all necessary UCC-1 financing

statements filed in the State of Delaware (which shall have been submitted for

filing as of the Closing Date with respect to the Principal Balance of the

Mortgage Loans), any continuation statements with respect thereto and any

amendments thereto required to reflect a change in the name or corporate

structure of the Seller or the filing of any additional UCC-1 financing

statements due to the change in the principal office of the Seller, as are

necessary to ensure that, if this Agreement were deemed to create a security

interest in the Mortgage Loans, such security interest would be deemed to be a

perfected security interest of first priority under applicable law and will be

maintained as such throughout the term of the Indenture.

Section 2.2. PAYMENT OF PURCHASE PRICE FOR THE MORTGAGE LOANS.

(a) The purchase price for the Mortgage Loans shall be equal to

the sum of (1) $________ * and (2) a 100% Percentage Interest in the Class 1-B-1

Notes and Class 1-B-2 Notes.

(b) In consideration of the sale of the Mortgage Loans from the

Seller to the Purchaser on the Closing Date, the Purchaser shall (A) pay to the

Seller on the Closing Date by

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wire transfer of immediately available funds to a bank account designated by the

Seller, the amount specified above in clause (a)(1) and (B) cause the transfer

to the Seller of the Notes in clauses (a)(2).

* Provided Upon Request.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES;

REMEDIES FOR BREACH

Section 3.1. SELLER REPRESENTATIONS AND WARRANTIES. The Seller

hereby represents and warrants to the Purchaser as of the Closing Date (or if

otherwise specified below, as of the date so specified) that:

(a) with respect to the Seller:

(i) the Seller is a corporation duly organized, validly

existing and in good standing under the laws of the State of Maryland,

and is qualified and in good standing to do business in each

jurisdiction where such qualification is necessary, except where the

failure so to qualify would not reasonably be expected to have a

material adverse effect on its business as presently conducted or on

its ability to enter into this Agreement and to consummate the

transactions contemplated hereby;

(ii) the Seller has full corporate power to own its

property, to carry on its business as presently conducted and to enter

into and perform its obligations under this Agreement;

(iii) the execution and delivery by the Seller of this

Agreement have been duly authorized by all necessary corporate action

on the part of the Seller; and neither the execution and delivery of

this Agreement, nor the consummation of the transactions herein

contemplated hereby, nor compliance with the provisions hereof, will

conflict with or result in a breach of, or constitute a default under,

any of the provisions of any applicable law, governmental rule,

regulation, judgment, decree or order binding on the Seller or its

properties or the certificate of incorporation or by-laws of the

Seller, except those conflicts, breaches or defaults which would not

reasonably be expected to have a material adverse effect on the

Seller's ability to enter into this Agreement and to consummate the

transactions contemplated hereby;

(iv) the execution, delivery and performance by the Seller

of this Agreement and the consummation of the transactions contemplated

hereby do not require the consent or approval of, the giving of notice

to, the registration with, or the taking of any other action in respect

of, any state, federal or other governmental authority or agency,

except those consents, approvals, notices, registrations or other

actions as have already been obtained, given or made and, in connection

with the recordation of the Mortgages, powers of attorney or

assignments of Mortgages not yet completed;

(v) this Agreement has been duly executed and delivered

by the Seller and, assuming due authorization, execution and delivery

by the Purchaser, constitutes a valid and binding obligation of the

Seller enforceable against it in accordance with its terms (subject to

applicable bankruptcy and insolvency laws and other similar laws

affecting the enforcement of the rights of creditors generally);

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(vi) there are no actions, litigation, suits or

proceedings pending or, to the best of the Seller's knowledge,

threatened against the Seller before or by any court, administrative

agency, arbitrator or governmental body (i) with respect to any of the

transactions contemplated by this Agreement or (ii) with respect to any

other matter which in the judgment of the Seller if determined

adversely to the Seller would reasonably be expected to materially and

adversely affect the Seller's ability to perform its obligations under

this Agreement; and the Seller is not in default with respect to any

order of any court, administrative agency, arbitrator or governmental

body so as to materially and adversely affect the transactions

contemplated by this Agreement;

(vii) The execution and delivery of this Agreement and the

performance of the transactions contemplated hereby by the Seller will

not violate any provision of any existing law or regulation or any

order or decree of any court applicable to the Seller or any provision

of the Certificate of Incorporation or Bylaws of the Seller, or

constitute a material breach of any mortgage, indenture, contract or

other agreement to which the Seller is a party or by which the Seller

may be bound; and

(viii) the Seller's chief executive office and principal

place of business are located in the County of New York in the State of

New York; and

(b) with respect to the Mortgage Loans:

(i) as of the Cut-off Date, the information set forth on

the Mortgage Loan Schedule with respect to each Mortgage Loan is true

and correct in all material respects;

(ii) immediately prior to the transfer to the Purchaser,

the Seller had good title to and is the sole owner of each Mortgage and

Mortgage Note relating to the Mortgage Loans, and is conveying the same

free and clear of any and all liens, claims, encumbrances, pledges,

charges or security interests of any nature, the related Mortgage Note

and the Mortgage were not subject to any pledge or assignment, and the

Seller has full legal authority to sell and assign the Mortgage Loans

pursuant to this Agreement;

(iii) no default, release or waiver exists under the

mortgage documents, and no modifications to the mortgage documents have

been made that have not been disclosed;

(iv) there is no monetary default existing under any

Mortgage or the related Mortgage Note; neither the Seller, any of its

affiliates nor any servicer of any related Mortgage Loan has taken any

action to waive any default, breach or event of acceleration with

respect thereto; and no foreclosure action is threatened or has been

commenced with respect to such Mortgage Loan;

(v) each Mortgage Loan was underwritten in accordance

with the underwriting guidelines of the Seller and its affiliates. The

Seller has no knowledge of any fact that should have led it to expect

at the time of the initial creation of an interest in the Mortgage Loan

that such Mortgage Loan would not be paid in full when due;

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(vi) no selection procedures reasonably believed by the

Seller to be adverse to the interest of the Noteholders or

Certificateholders have been used in selecting the Mortgage Loans;

(vii) Each Mortgage is a valid and enforceable first lien

on the Mortgaged Property securing the related Mortgage Note and each

Mortgaged Property is owned by the Mortgagor in fee simple (except with

respect to common areas in the case of condominiums, PUDs and de

minimis PUDs) or by leasehold for a term at least 10 years longer than

the term of the related Mortgage, subject only to (1) the lien of

nondelinquent current real property taxes and assessments, (2)

covenants, conditions and restrictions, rights of way, easements and

other matters of public record as of the date of recording of such

Mortgage, such exceptions appearing of record being acceptable to

mortgage lending institutions generally or specifically reflected in

the appraisal made in connection with the origination of the related

Mortgage Loan or referred to in the lender's title insurance policy

delivered to the originator of the related Mortgage Loan, and (3) other

matters to which like properties are commonly subject that do not

materially interfere with the benefits of the security intended to be

provided by such Mortgage;

(viii) there is no mechanics' lien or claim for work, labor

or material affecting the premises subject to any Mortgage which is or

may be a lien prior to, or equal with, the lien of such Mortgage except

those which are fully insured against by a title insurance policy

included in the Mortgage File;

(ix) there is no delinquent tax or assessment lien against

the Mortgaged Property subject to any Mortgage, including the

obligation of the Mortgagor to pay the unpaid principal and interest on

such Mortgage Note;

(x) there is no valid offset, defense or counterclaim of

any obligor under any Mortgage Note or Mortgage, including the

obligation of the Mortgagor to pay the unpaid principal and interest on

such Mortgage Note;

(xi) except to the extent insurance is in place which will

cover such damage, the physical property subject to any Mortgage is

free of material damage and is in good repair, and there is no

proceeding pending or, to the best of Seller's knowledge, threatened,

for the total or partial condemnation of any Mortgaged Property;

(xii) neither any improvement located on or being part of

the Mortgaged Property, nor the Mortgaged Property itself, is in

violation of any applicable zoning law or regulation, or subdivision

law or ordinance;

(xiii) each Mortgage Loan has been serviced since

origination in accordance with the servicing standard set forth in

Section 3.01 of the Servicing Agreement and in accordance with all

applicable laws and regulations, including, without limitation, usury,

equal credit opportunity, disclosure and recording laws and all

anti-predatory lending laws and the terms of the related Mortgage Note,

the Mortgage and other loan documents;

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(xiv) the terms of the Mortgage Note or