**Exhibit 10.51**

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**SECOND AMENDMENTTOEMPLOYMENT AGREEMENT**

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# A.            The Employment Agreement (the “Agreement”) enteredinto December 21, 2004 by and between Clayton Holdings, Inc., aDelaware corporation (“Employer”) and Steven L. Cohen (“Employee”),as amended as of January 30, 2007, is hereby further amended as follows:

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## 1.             Section IV of the Agreement ishereby amended by adding the following sentence at the end of the fifthparagraph thereof:

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“In order to be eligibleto receive the Termination Benefits, Employee must execute such release withinforty-five (45) days of Employee’s receipt of such release.”

 

## 2.             Section XV of the Agreement ishereby amended by adding the following subsections (i) and (j) immediatelyfollowing subsection (h):

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“(i)          MODIFIED CUTBACK:  Anything in this Agreement to the contrarynotwithstanding, in the event that any compensation, payment or distribution byEmployer to or on behalf of Employee, whether paid or payable or distributed ordistributable pursuant to the terms of this Agreement or otherwise (the “SeverancePayments”) would be subject to the excise tax imposed by Section 4999of the Internal Revenue Code of 1986, as amended (the “Code” and suchexcise tax, together with any interest or penalties incurred by Employee withrespect to such excise tax, the “Excise Tax”), the following provisionsshall apply:

 

(i)            If the Severance Payments, reducedby the sum of (A) the Excise Tax and (B) the total of the federal,state, and local income and employment taxes payable by Employee on the amountof the Severance Payments which is in excess of the Threshold Amount (definedbelow), are greater than or equal to the Threshold Amount, Employee shall beentitled to the full benefits payable under this Agreement.

 

(ii)           If the Threshold Amount is less than (x) theSeverance Payments, but greater than (y) the Severance Payments reduced bythe sum of (A) the Excise Tax and (B) the total of the federal,state, and local income and employment taxes on the 

 

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amount of the SeverancePayments which is in excess of the Threshold Amount, then the benefits payableunder this Agreement shall be reduced (but not below zero) to the extentnecessary so that the sum of the Severance Payments shall not exceed theThreshold Amount.

 

For the purposes of thissubsection (i), “Threshold Amount” shall mean three times Employee’s “baseamount” within the meaning of Section 280G(b)(3) of the Code and theregulations promulgated thereunder less one dollar ($1.00).

 

The determination as towhich of the alternative provisions of subsection (i) above shall apply toEmployee shall be made by a nationally recognized accounting firm selected byEmployer (the “Accounting Firm”), which shall provide detailedsupporting calculations both to Employer and Employee within 15 business daysof the date on which Employee’s employment is terminated, if applicable, or atsuch earlier time as is reasonably requested by Employer or Employee.  For purposes of determining which of thealternative provisions of subsection (i) above shall apply, Employee shallbe deemed to pay federal income taxes at the highest marginal rate of federalincome taxation applicable to individuals for the calendar year in which thedetermination is to be made, and state and local income taxes at the highestmarginal rates of individual taxation in the state and locality of Employee’sresidence on the date on which Employee’s employment is terminated, net of themaximum reduction in federal income taxes which could be obtained fromdeduction of such state and local taxes. Any determination by the Accounting Firm shall be binding upon Employerand Employee.

 

(j)                                     SECTION 409A:  Anything in this Agreement to the contrarynotwithstanding, if at the time of Employee’s separation from service withinthe meaning of Section 409A of the Code, Employer determines that Employeeis a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) ofthe Code, then to the extent any payment or benefit that Employee becomesentitled to under this Agreement would be considered deferred compensationsubject to the 20 percent additional tax imposed pursuant to Section 409A(a) ofthe Code as a result of the application of Section 409A(a)(2)(B)(i) ofthe Code, such payment shall not be payable and such benefit shall not beprovided until the date that is the earlier of (i) six months and one dayafter Employee’s separation from service, or (ii) Employee’s death.”

 

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# B.           Except as amended herein, theAgreement is hereby confirmed in all other respects.

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IN WITNESS WHEREOF, this Second Amendment is enteredinto this 13th day of April, 2008 by the parties hereto.

 
|   | CLAYTON HOLDINGS, INC. |
|--------|------------------------|
|   |                   |   |
|   |                   |   |
|   | By:                    | */s/ D. Keith Johnson* |
|   |                   | Name:  D. Keith Johnson |
|   |                   | Title:    President |
|   |                   |   |
|   | By:                    | */s/ Steven L. Cohen* |
|   |                   | Steven  L. Cohen |

 

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