**EXHIBIT 10.44****FIRST AMENDMENT TO****LIMITED LIABILITY COMPANY AGREEMENT OF****IRWIN VENTURES LLC**     This First Amendment (the “Amendment”) is made this 18th day of November, 2005, withthe intent that it have effect from and after January 1, 2005, to the Limited Liability CompanyAgreement, dated as of January 1, 2001 (the “Agreement”), of Irwin Ventures LLC (the“Company”), by and among Irwin Financial Corporation, an Indiana corporation, as the ClassA Member and Class C Member of the Company (“IFC”), Irwin Ventures Co-Investment Fund LLC,a Delaware limited liability company, as a Class a Member of the Company (the “ExecutiveCo-Investment Fund”), and David Meyercord, Thomas Washburn and William Miller as Class CMembers of the Company. Capitalized terms not otherwise defined herein shall have the meaningsascribed to them in the Agreement.     WHEREAS, Section 14.1 of the Agreement provides that the Management Committee may proposeamendments to the Agreement and such amendments may be made with the written consent of the Class AMember; provided, however, that no such amendments may modify the allocation or timing ofdistributions of cash or Company Profits and Losses, without the consent of the Member so affected;     WHEREAS, Section 4.2 of the Agreement sets forth the priority and amounts in which the Companyshall make distributions, if any, of Distributable Operating Cash and Distributable Liquidity EventCash, to the Members and Section 5.1 of the Agreement sets forth the priority and amounts in whichPortfolio Investment Profit and Portfolio Investment Loss shall be allocated among the Members;     WHEREAS, the Management Committee desires that the Agreement be amended to provide that (A)with respect to Portfolio Investments made by the Company after January 1, 2005, (i) no carriedinterest shall be associated with any such investments, (ii) all profits and losses associated withsuch investments shall be for the account of IFC, (iii) all distributions of DistributableOperating Cash and Distributable Liquidity Event Cash attributable to such investments shall bedistributed as provided herein, and (iv) all allocations of Portfolio Investment Profit andPortfolio Investment Loss attributable to such investments shall be allocated as provided herein,and (B) no Allocable Expenses shall be allocated to Portfolio Investments made after January 1,2005; and     WHEREAS, the Class A Member, Class B Member and Class C Members agree with the ManagementCommittee’s recommendations for amendments to the Agreement as set forth above and desire to amendthe Agreement as provided herein.     NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:
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1. Amendments to Agreement.     a. Section 4.2.1 of the Agreement is hereby amended by adding the following paragraph to theend of Section 4.2.1 of the Agreement:Notwithstanding any other provision of this Agreement, the Class CMembers shall not be entitled to any distribution of DistributableOperating Cash attributable to New Investments (as defined below).Distributable Operating Cash attributable to Follow-On Investmentsmade after January 1, 2005 shall be allocated in accordance withSection 4.2.1. However, in the event the Company makes adistribution of Distributable Operating Cash attributable to NewInvestments, the Company shall distribute such DistributableOperating Cash in accordance with Section 4.2.1 except that aftermaking the distributions provided by Sections 4.2.1(a) through (c),the remaining Distributable Operating Cash shall be distributed onehundred percent (100%) to the Class A Member and Section 4.2.1(d)shall not apply to distributions of Distributable Operating Cashattributable to New Investments.     b. Section 4.2.2 of the Agreement is hereby amended by adding the following paragraph to theend of Section 4.2.2 of the Agreement:Notwithstanding any other provision of this Agreement, the Class CMembers shall not be entitled to any distribution of DistributableLiquidity Event Cash attributable to New Investments. DistributableLiquidity Event Cash attributable to Follow-On Investments madeafter January 1, 2005 shall be allocated in accordance with Section4.2.2. However, in the event the Company makes a distribution ofDistributable Liquidity Event Cash attributable to New Investments,the Company shall distribute such Distributable Liquidity Event Cashin accordance with this Section 4.2.2 except that after making thedistributions provided by Sections 4.2.1(a) and (b), the remainingDistributable Liquidity Event Cash shall be distributed one hundredpercent (100%) to the Class A Member and Section 4.2.2(c) shall notapply to distributions of Distributable Liquidity Event Cashattributable to New Investments.     c. Section 5.1 of the Agreement is hereby amended by adding the following new Section 5.1.3 toSection 5.1 of the Agreement:5.1.3 Notwithstanding any other provision of this Agreement, theClass C Members shall not be entitled to any allocation of PortfolioInvestment Profit or Portfolio Investment Loss attributable to NewInvestments. Portfolio Investment Profit and Portfolio InvestmentLoss attributable to Follow-On Investments
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made after January 1,2005 shall be allocated in accordance with Section 5.1.1 and Section5.1.2, as applicable. However, Portfolio Investment Profitattributable to New Investments shall be allocated to the Members inaccordance with Section 5.1.1 except that after making theallocations provided by Sections 5.1.1(a) through (d), the remainingPortfolio Investment Profit shall be allocated one hundred percent(100%) to the Class A Member. Portfolio Investment Lossattributable to New Investments shall be allocated one hundredpercent (100%) of to the Class A Member.     d. Addendum I to the Agreement (Definitions) is hereby amended by adding the following asterms defined therein:“New Investment” means any Portfolio Investment (other than a Follow-On Investment)made by the Company after January 1, 2005.“Follow-On Investment” means a follow-on investment made by the Company on or afterJanuary 1, 2005 in a Portfolio Company in which the Company was invested both onJanuary 1, 2005 and immediately prior to consummation of the follow-on investment.2. Effectiveness. The amendments set forth in Section 1 of this Amendment are intended tobe effective as of January 1, 2005 to the fullest extent permitted by law. Except as expresslyamended hereby, the provisions of the Agreement are and shall remain in full force and effect.3. Governing Law. This Amendment shall be governed by the laws of the State of Delaware[*signature page follows*]
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     IN WITNESS WHEREOF, the Company and the undersigned Membershave executed this First Amendment to Limited Liability Company Agreement of Irwin Ventures LLC asof the day and year first above written.      IRWIN VENTURES LLC