**Exhibit10.41**

**CLAYTONHOLDINGS, INC.**

**2005STOCK OPTION AND GRANT PLAN**

**FirstAmendment**

# A.            TheClayton Holdings, Inc. 2005 Stock Option and Grant Plan (the “Plan”), isamended by deleting Section 3(b) in its entirety and replacing it with thefollowing:

“(b)         Changes in Stock.  Subject to Section 3(c) hereof, if, as aresult of any reorganization, recapitalization, reclassification, stockdividend, stock split, reverse stock split or other similar change in theCompany’s capital stock, the outstanding shares of Stock are increased ordecreased or are exchanged for a different number or kind of shares or othersecurities of the Company, or additional shares or new or different shares orother securities of the Company or other non-cash assets are distributed withrespect to such shares of Stock or other securities, or, if, as a result of anymerger or consolidation, sale of all or substantially all of the assets of theCompany, the outstanding shares of Stock are converted into or exchanged forsecurities of the Company or any successor entity (or a parent or subsidiarythereof), the Committee shall make an appropriate or proportionate adjustmentin (i) the maximum number of shares reserved for issuance under the Plan, (ii)the number of Stock Options that can be granted to any one individual grantee,(iii) the number and kind of shares or other securities subject to any thenoutstanding Awards under the Plan, (iv) the repurchase price per share subjectto each outstanding Restricted Stock Award, (v) the price for each sharesubject to any then outstanding Stock Options under the Plan, without changingthe aggregate exercise price (i.e., the exercise price multiplied by the numberof Stock Options) as to which such Stock Options remain exercisable.  The Committee shall also make equitable orproportionate adjustments in the number of shares subject to outstanding Awardsand the exercise price and the terms of outstanding Awards to take intoconsideration cash dividends paid other than in the ordinary course or any otherextraordinary corporate event. Notwithstanding the foregoing, no adjustment shall be made under thisSection 3(b) if the Committee determines that such action could cause any Awardto fail to satisfy the conditions of any applicable exception from therequirements of Section 409A or otherwise could subject the grantee to theadditional tax imposed under Section 409A in respect of an outstanding Award orconstitute a modification, extension or renewal of an Incentive Stock Optionwithin the meaning of Section 424(h) of the Code.   The adjustment by the Committee shall befinal, binding and conclusive.  Nofractional shares of Stock shall be issued 

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under the Plan resulting from any such adjustment, butthe Committee in its discretion may make a cash payment in lieu of fractionalshares.”

# B.            ThisAmendment shall be effective on the date of execution.

C.            Except as amended herein, the Plan is confirmed in allother respects.

IN WITNESSWHEREOF, Clayton Holdings, Inc. has caused this Amendment to be executed by itsduly authorized officer this 28th day of February, 2007.
|        | CLAYTON HOLDINGS, INC. |                    |
|--------|------------------------|-------------------------|
|   |                   |                    |
|   |                   |                    |
|   | By:                    | /s/ Frederick C. Herbst |   |
|   | Name:                  | Frederick C. Herbst     |   |
|   | Title:                 | Chief Financial Officer |   |
|        |                        |                         |  |  |  |  |  |

 

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