Exhibit 10.17(b)  TRANCHE B TERM NOTE  $10,000,000
  
  New York, New YorkOctober 30, 2009  FOR VALUE RECEIVED, the undersigned, IMPAC MORTGAGE
HOLDINGS, INC., IMPAC FUNDING CORPORATION, IMPAC WAREHOUSE LENDING GROUP, INC.
and INTEGRATED REAL ESTATE SERVICE CORP. (each, a Borrower
and, collectively, the Borrowers),
hereby promises to pay, on a joint and several basis, to the order of UBS REAL
ESTATE SECURITIES, INC. (the Lender) on the
Tranche B Maturity Date (as defined in the Credit Agreement referred to below)
in lawful money of the United States and in immediately available funds, the
principal amount of TEN MILLION DOLLARS ($10,000,000), or, if less, the
aggregate unpaid principal amount of all Tranche B Loans of the Lender
outstanding under the Credit Agreement referred to below, which sum shall be
due and payable in such amounts and on such dates as are set forth in the
Credit Agreement.  Borrowers further
agree to pay, on a joint and several basis, interest in like money at such
office specified in Section 2.09 of the Credit Agreement on the unpaid principal
amount hereof from time to time from the date hereof at the rates, and on the
dates, specified in Section 2.03 of such Credit Agreement.  The holder of this Term Note may endorse and attach a
schedule to reflect the date, Type and amount of each Tranche B Loan of the
Lender outstanding under the Credit Agreement, the date and amount of each
payment or prepayment of principal hereof, and the date of each interest rate
conversion pursuant to Section 2.06 of the Credit Agreement and the
principal amount subject thereto; provided that
the failure of the Lender to make any such recordation (or any error in such
recordation) shall not affect the obligations of Borrowers hereunder or under
the Credit Agreement.  This Term Note is one of the Term Notes referred to
in the Credit Agreement, dated as of October 30, 2009 (as amended, amended
and restated, supplemented or otherwise modified from time to time, the Credit Agreement), among Borrowers and the Lender, is
subject to the provisions thereof and is subject to optional and mandatory
prepayment in whole or in part as provided therein.  Terms used herein which are defined in the
Credit Agreement shall have such defined meanings unless otherwise defined
herein or unless the context otherwise requires.  Upon the occurrence of any one or more of the Events
of Default specified in the Credit Agreement, all amounts then remaining unpaid
on this Term Note shall become, or may be declared to be, immediately due and
payable all as provided therein.


All parties now and hereafter liable with respect to
this Term Note, whether maker, principal, surety, guarantor, endorser or
otherwise, hereby waive presentment, demand, protest and all other notices of
any kind.  THIS TERM NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH
THE TERMS OF THE CREDIT AGREEMENT.  THIS TERM NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES
THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.   IMPAC MORTGAGE HOLDINGS, INC., as a BorrowerBy:
  /s/ Ronald MorrisonName:Title:IMPAC FUNDING CORPORATION, as a BorrowerBy:
  /s/ Ronald MorrisonName:Title:IMPAC WAREHOUSE LENDING GROUP, INC., as a BorrowerBy:
  /s/ Ronald MorrisonName:Title:INTEGRATED REAL ESTATE SERVICE CORP., as a
  BorrowerBy:
  /s/ Todd TaylorName:Title: