SECOND AMENDMENT AGREEMENT

Exhibit 10.1

SECOND AMENDMENT AGREEMENT

THIS SECOND AMENDMENT AGREEMENT is entered into as of the 13^th day of December, 2013 between MANHATTAN BRIDGE CAPITAL, INC., with offices at 60 Cutter Mill Road, Great Neck, New York 11021 (hereinafter “Borrower”), ASSAF RAN, residing at 37 Hawthorne Lane, Great Neck, New York 11023, (“Guarantor”) and STERLING NATIONAL BANK, having an office at 650 Fifth Avenue, Fourth Floor, New York, New York 10022 (“Lender”).

WITNESSETH

WHEREAS, Lender is the owner and holder of a certain Revolving Credit Line Note in the original principal amount of up to $3,500,000.00 dated May 2, 2012 executed and delivered by Borrower to Lender evidencing a loan or advances of up to $3,500,000.00 which may be made from time to time by Lender to Borrower which advances will be made pursuant to the terms and conditions of a certain Revolving Line of Credit Loan Agreement (the “Loan Agreement”) also dated May 2, 2012; and

WHEREAS, by Amendment Agreement dated January 31, 2013 (the “First Amendment”), availability was increased to $5,000,000.00 (as increased, the “Loan”) and the Maturity Date of the Note was extended until July 1, 2014 (the Revolving Credit Line Note, as modified by the First Amendment being the “Note”), and the “Pledge” and the “Guaranty” were also amended to reflect the increased availability under the Loan;

WHEREAS, the Note is secured by a Pledge and Security Agreement dated as of May 2, 2012 (the “Pledge”) pursuant to which Borrower pledged and assigned to Lender certain “Collateral” as defined in the Pledge,

WHEREAS, all obligations and liabilities of Borrower under the Note and Pledge have been absolutely and unconditionally guaranteed pursuant to Guaranty of Payment executed by the Guarantor to Lender dated May 2, 2012 (the “Guaranty”) (the Note, Loan Agreement, Pledge, Guaranty, and all other documents executed or delivered in connection with the Loan are hereinafter referred to as the “Loan Documents”),

WHEREAS, there is now due and owing on the Note and secured by the Pledge an unpaid principal balance of FIVE MILLION and 00/100 ($5,000,000.00) DOLLARS,

WHEREAS, Borrower has requested that Lender increase the amount of the Loan by an additional $2,000,000.00 and that such increase be evidenced by the Note and be secured by the Pledge and all other Loan Documents,

WHEREAS, Lender is willing to consent to such request, but only on the following terms and conditions,

NOW, in consideration of Ten ($10.00) Dollars good and valuable consideration the receipt and adequacy of which is hereby acknowledged, it is hereby understood and agreed as follows:

1.            Ratification of the Loan. Borrower and Guarantor represent, warrant and agree with Lender that the unpaid principal balance on the Loan, Note, and Pledge as of the date hereof is $5,000,000.00 without offset, defense or counterclaim of any kind or nature whatsoever.

2.            Additional Loan; Consolidation of Loans; Ratification of Existing Collateral Assignments as Security for Consolidated Loan. Simultaneously herewith, Lender has made an additional revolving facility available to Borrower in the amount of TWO MILLION AND 00/100 ($2,000,000.00) DOLLARS (the “Additional Loan”). Borrower and Guarantor hereby acknowledge and agree that the Loan and the Additional Loan shall be evidenced by the Note, shall be subject to all terms, covenants, and conditions thereof and of the Loan Agreement, and shall be secured by the Pledge and the other Loan Documents. The Loan and the Additional Loan are hereby deemed consolidated for all purposes (as so consolidated, the “Consolidated Loan”). Therefore, the unpaid principal balance evidenced by the Note, secured by the Pledge, and which may be advanced pursuant to the Loan Agreement is now up to a maximum principal amount of SEVEN MILLION AND 00/100 ($7,000,000.00) DOLLARS. The Consolidated Loan shall be paid with interest, at the times, and in the manner provided in the Note, all terms, covenants, and conditions of which are deemed incorporated herein by this reference. All future advances of the Consolidated Loan shall be subject to satisfaction of all terms, covenants, and conditions of the Loan Agreement. Notwithstanding the reference in any existing recorded or unrecorded Collateral Assignment of Mortgage made by Borrower to Lender indicating that such Collateral Assignment is security for the Note in the principal amount of up to $5,000,000.00 or any other amount, each and every such existing Collateral Assignment shall be deemed to be, and hereby is, re-assigned to Lender to constitute security for the Consolidated Loan of up to $7,000,000.00.

3.            Increase and Ratification of Guaranty of Payment. In order to induce Lender to enter into this Agreement, Guarantor hereby ratifies and confirms his continuing, absolute, unconditional, liability on the Guaranty which is now agreed to include principal in the amount of $7,000,000.00, interest thereon as provided for in the Note, as well all other “Obligations” as such term is defined in the Guaranty. Guarantor hereby confirms there are no offsets or defenses to the Guaranty, as amended and ratified hereby.

4.            Ratification of Loan Documents. All Loan Documents are hereby ratified and confirmed and, as amended and modified above, continue in full force and effect and are incorporated herein by reference.

In witness thereof, the Lender, Borrower and Guarantor have executed this Agreement as of the date set forth above.

On the 13^th day of December, 2013, before me personally appeared John Gallo, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

	/s/ RAYMARLIE PAUL
	Notary Public

On the 11^th day of December, 2013 before me personally appeared ASSAF RAN, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

	/s/ MANSHU VANESSA KAO
	Notary Public