Unassociated Document


    
      Amendment
to Selling Agreement

       

      This
Amendment to Selling Agreement (“Amendment”), which is
effective as of January 1, 2009, amends that certain Selling Agreement (the
“Selling
Agreement”) dated Month Day, Year by
and between ABC Broker Dealer (“ABC”) and Investors
Mortgage Holdings, Inc. (“IMH”).

       

      Recitals

       

      
        	
                 
      

              	
                1.

              	
                Section
      VI.B. of the Selling Agreement provides that IMH will pay to ABC and its
      registered Brokers (collectively “ABC/Brokers”) a
      trail commission based on the amount of invested capital
      that  remained with the IMH Secured Loan Fund, LLC (the “Fund”), which
      trail was to be paid in perpetuity until investor funds to which the trail
      related were withdrawn from the
Fund.

              


      

       

      
        	
                 
      

              	
                2.

              	
                On
      October 6, 2008, in an effort to maintain capital for operation of the
      Fund, IMH, among other things, suspended the acceptance of requests for
      redemption by members and ceased origination of loans, which was a primary
      revenue source to IMH.

              


      

       

      NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, ABC and IMH hereby agree that Section VI.B. of
the Selling Agreement is hereby deleted in its entirety and replaced by the
following:

       

      B.  Additional Compensation for
Broker.  ABC/Brokers are also entitled to a Pro Rata Share of
50% of Net Recovery Proceeds earned and received by IMH.  The term
“Net Recovery
Proceeds,” as used in this Section VI.B., is defined as that amount
earned and received by IMH after August 1, 2009, pursuant to the Operating
Agreement of the LLC, which provides that the LLC shall pay IMH 25% of late
fees, penalties, or any net proceeds from the sale of a foreclosed or related
asset after payment to the LLC of its principal and the contractual note rate
interest due in connection with the loan or asset associated with the foreclosed
asset.  “Pro
Rata Share,” as used in this Section VI.B., is defined as that amount
equal to 25 basis points (0.25%) annualized, of capital (excluding reinvestments
and net of redemptions) that was invested in the LLC as a result of sales of
Units by ABC/Brokers (the “ABC Trailing
Compensation”) as of the date of receipt of Net Recovery Proceeds (the
“Receipt Date”)
divided by the total amount of all such similar compensation due to all
Broker-Dealers at the Receipt Date.

       

      All terms
and conditions of the Selling Agreement shall remain in full force and effect
except as specifically modified by this Amendment.  By signing below,
ABC confirms that it and its registered representatives complied with the
Selling Agreement and that it waives any breaches or defaults that IMH may have
committed thereunder in connection with the matters that are the subject of this
Amendment.

       

       

      IN
WITNESS WHEREOF, the parties have executed this Amendment as of the first date
written above.

       

      
        	
                ABC
      Broker Dealer

                ________________________________

                ________________________________

                 

                 

                ______________________________

                By:  ______________________

                Its:   ______________________

              	
                Investors
      Mortgage Holdings, Inc.

                4900
      N. Scottsdale Road, Suite 5000

                Scottsdale,
      Arizona 85251

                 

                 

                ______________________________

                By:  William
      G. Meris

                Its:  President