**Exhibit 10.49**

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**SECOND AMENDMENTTOEMPLOYMENT AGREEMENT**

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# A.           The EmploymentAgreement (the “Agreement”) entered into as of May 1, 2006 by andbetween Clayton Holdings, Inc., a Delaware corporation (the “Company”)and David Keith Johnson (“Employee”), as amended as of January 30,2007, is hereby further amended as follows:

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## 1.            Section 4.06 ofthe Agreement is hereby amended by adding the following sentence at the endthereof:

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“In addition, in order tobe eligible to receive the Separation Benefit or the CIC Benefit, Employee mustexecute the Releases within forty-five (45) days of Employee’s receipt of suchReleases.”

 

## 2.            Section 4 of theAgreement is hereby amended by adding the following Section 4.07immediately following Section 4.06:

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“4.07      Modified Cutback

 

Anything in thisAgreement to the contrary notwithstanding, in the event that any compensation,payment or distribution by the Company to or on behalf of Employee, whetherpaid or payable or distributed or distributable pursuant to the terms of thisAgreement or otherwise (the “Severance Payments”) would be subject tothe excise tax imposed by Section 4999 of the Internal Revenue Code of1986, as amended (the “Code” and such excise tax, together with anyinterest or penalties incurred by Employee with respect to such excise tax, the“Excise Tax”), the following provisions shall apply:

 

(a)           If the SeverancePayments, reduced by the sum of (i) the Excise Tax and (ii) the totalof the federal, state, and local income and employment taxes payable byEmployee on the amount of the Severance Payments which is in excess of theThreshold Amount (defined below), are greater than or equal to the ThresholdAmount, Employee shall be entitled to the full benefits payable under thisAgreement.

 

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(b)           If the Threshold Amountis less than (x) the Severance Payments, but greater than (y) theSeverance Payments reduced by the sum of (i) the Excise Tax and (ii) thetotal of the federal, state, and local income and employment taxes on theamount of the Severance Payments which is in excess of the Threshold Amount,then the benefits payable under this Agreement shall be reduced (but not belowzero) to the extent necessary so that the sum of the Severance Payments shallnot exceed the Threshold Amount.

 

For the purposes of this Section 4.07,“Threshold Amount” shall mean three times Employee’s “base amount”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 Section 4.07 above shall apply toEmployee shall be made by a nationally recognized accounting firm selected bythe Company (the “Accounting Firm”), which shall provide detailedsupporting calculations both to the Company and Employee within 15 businessdays of the date on which Employee’s employment is terminated, if applicable,or at such earlier time as is reasonably requested by the Company orEmployee.  For purposes of determiningwhich of the alternative provisions of Section 4.07 above shall apply,Employee shall be deemed to pay federal income taxes at the highest marginalrate of federal income taxation applicable to individuals for the calendar yearin which the determination is to be made, and state and local income taxes atthe highest marginal rates of individual taxation in the state and locality ofEmployee’s residence on the date on which Employee’s employment is terminated,net of the maximum reduction in federal income taxes which could be obtainedfrom deduction of such state and local taxes. Any determination by the Accounting Firm shall be binding upon theCompany and Employee.”

 

## 3.            Section 8 of theAgreement is hereby amended by adding the following Section 8.07immediately following Section 8.06:

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“8.07      Section 409A

 

Anything in thisAgreement to the contrary notwithstanding, if at the time of Employee’sseparation from service within the meaning of Section 409A of the Code,the Company determines that Employee is a “specified employee” within themeaning of Section 409A(a)(2)(B)(i) of the Code, then to the extentany payment or benefit that Employee becomes entitled to under this Agreement 

 

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would be considereddeferred compensation subject to the 20 percent additional tax imposed pursuantto Section 409A(a) of the 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 (a) six months and one dayafter Employee’s separation from service, or (b) Employee’s death.”

 

# B.            Except as amendedherein, the Agreement 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/ Steven Cohen* |
|   |                   | Name: | Steven Cohen |
|   |                   | Title: | SVP |
|   |                   |   |   |
|   | By:                    | */s/ David Keith Johnson* |
|   |                   | David  Keith Johnson |
|        |                        |  |  |  |

 

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