Exhibit 10.27

EMPLOYMENT AGREEMENT

THIS EMPLOYM ENT AGREEMENT is effective as of October 1st , 2007 ("Effective Date"), by and between Impac Mortgage
Holdings, Inc., a Maryland corporation ("Employer"), and Todd Taylor, an individual ("Employee").

RECITALS

WHEREAS, Employee is knowledgeable of the business of Employer;

WHEREAS,
Employer believes that Employee is an integral part of its management and currently is and will become more knowledgeable of the Business of employer and any affiliates or
related entities of Employer;

WHEREAS,
Employer proposes to employ Employee as the Senior Vice President, Chief Accounting Officer ("C.A.O"), Impac Mortgage Holdings, Inc.;

WHEREAS,
Employee may possess extensive confidential information concerning the Business, including confidential attorney-client communications; and

WHEREAS,
Employee is willing to be employed by Employer and provide services to Employer and any affiliates or related entities of Employer (as more fully described in Exhibit Aattached hereto) in his role
as CAO for the consolidated entities under the terms and conditions herein stated.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, it is hereby agreed
by and between the parties hereto as follows:

1.     Employment, Services and Duties.

1.1   Employer
hereby employs Employee and Employee hereby accepts such employment full-time (subject to those exceptions, if any, set forth below) as Senior Vice
President, Chief Accounting Officer ("CAO") of Employer to perform the duties and functions set forth inExhibit Aattached hereto and to perform
such other duties or functions as are reasonably required or as may be prescribed from time to time or as otherwise agreed. Employee shall render his services by and subject to the instructions and
under the direction of the Chief Financial Officer ("CFO") and/or such persons as the Board may reasonably designate.

1.2   Employee
acknowledges and agrees that Employee may be required by Employer to devote a portion of his working time to perform functions for Employer's affiliates,
subsidiaries or related entities and that such services are to be performed pursuant to and consistent with Employee's duties and obligations under this Agreement.

1.3   Employee
will at all times faithfully, industriously and to the best of his ability, experience and talents perform all of the duties required of him pursuant to the
terms of this Agreement. Employee will devote his full business energies and abilities and all of his business time to the performance of his duties hereunder and will not, without Employer's prior
written consent, render to others any service of any kind (whether or not for compensation) that would interfere with the full performance of Employee's duties hereunder, and in no event will engage
in any activities that compete with the Business or that could create a reasonably foreseeable conflict of interest or the appearance of a reasonably foreseeable conflict of interest; provided that
nothing contained in this Section 1.3 shall preclude Employee from engaging in or managing Employee's outside investments.

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2.     Term and Termination.

2.1   The
term of this Agreement shall be through October 1st, 2009, unless extended by the mutual written agreement of Employer and Employee.

2.2   Employee's
employment shall terminate prior to the expiration of the term set forth in Section 2.1 upon the happening of any of the following events:



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Good
Reason does not include the expiration of the term of this Agreement on October 1, 2009.

2.3   Except
as set forth in Section 4, in the event that Employee's employment is terminated pursuant to Section 2.2(a), 2.2(b), 2.2(c), 2.2(d) or 2.2(e)
herein, neither Employer nor Employee shall have any remaining duties or obligations under this Agreement, except that Employer shall pay to Employee, or his legal representatives, on the date of
termination of employment (the "Termination Date") or, with respect to reimbursement for expenses, as promptly as practical after the Termination Date, the following:



2.4   Except
as set forth in Section 4, in the event that Employee's employment is terminated pursuant to Section 2.2(f) or 2.2(g), neither Employer nor Employee
shall have any remaining duties or obligations under this Agreement, except that Employer shall pay to Employee, or his representatives, (i) the amounts set forth in Section 2.3 at the
times set forth in Section 2.3 and (ii) the following (provided that payments for health insurance coverage shall be made to an insurance provider), subject to Employee signing and
delivering to Employer the Waiver and Release Agreement required pursuant to Section 2.6:



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2.5   Employee
understands and agrees that he shall be exclusively liable for the payment of all taxes that are due, if any, as a result of his actual or constructive receipt
of the Severance Payments provided for in this Agreement, including, but not limited to, any taxes and/or penalties resulting from a determination that any portion of the Severance Payments are
taxable as deferred compensation pursuant to Internal Revenue Code §409A and implementing regulations. Employee agrees fully to indemnify and hold Company harmless for payment of
Employee's tax obligations or related penalties as may be required by any federal, state or local taxing authority, at any time, as a result of the actual or constructive receipt of the compensation
provided for in this Agreement.

2.6   As
a condition precedent of Employee or his estate receiving any Severance Payment from Employer, whether in a lump sum payment or a string of payments or in the form of
payment of benefits, Employee or his estate shall, in consideration for payment of such amount or benefit, sign and deliver to Employer (against the execution and delivery of the same by the other
parties thereto) the form of Waiver and Release Agreement attached hereto asExhibit B. Such Waiver and Release Agreement will not be construed
to include any release of any indemnification rights Employee may have against Employer pursuant to Employer's Articles of Incorporation or bylaws, any indemnification agreement or California Labor
Code Section 2800.

2.7   This
Agreement shall not be terminated by Employer merging with or otherwise being acquired by another entity, whether or not Employer is the surviving entity, or by
Employer transferring of all or substantially all of its assets (any such event, an "Acquisition").

2.8   In
the event of any Acquisition, the surviving entity or transferee, as the case may be, shall be bound by and shall have the benefits of this Agreement.

3.     Compensation.

3.1   As
the total consideration for Employee's services rendered hereunder, Employee shall be entitled to the following during the period that Employee is employed hereunder:



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3.2   During
the period that Employee is employed hereunder, Employer shall reimburse Employee, under the company's expense reimbursement policy, for reasonable and necessary
business and entertainment expenses incurred by Employee on behalf of Employer in connection with the performance of Employee's duties hereunder.

3.3   Employer
will pay cost of living increase, at the time of the Employee's annual review.

3.4   Employer
shall have the right to deduct from the compensation due to Employee hereunder any and all sums required for social security and withholding taxes and for any
other federal, state, or local tax or charge which may be in effect or hereafter enacted or required as a charge on the compensation of Employee.

3.5   Employer
shall maintain Directors and Officers insurance, and such coverage shall be substantially similar to coverage provided by Employer's affiliates and related
entities.

4.     Non-Competition.

4.1   At
all times during Employee's employment hereunder, and, if Employee's employment is terminated pursuant to Section 2.2(f) or 2.2(g) during the 12 month
period of time after such termination (the "Post-Termination Payment Period") and in consideration for any and all payments and benefits provided to Employee pursuant to this Agreement
during the Post-Termination Payment Period, Employee shall not, directly or indirectly, engage or participate in, prepare or set up, assist or have any interest in any person, partnership,
corporation, limited liability company, firm, association, or other business organization, entity or enterprise (whether as an employee, officer, director, member, agent, security holder, creditor,
consultant or otherwise) that engages in any activity in those geographic areas where Employer conducts the Business, which activity is the same as, similar to, or directly competitive with any
activity engaged in by Employer (REIT, mortgage banking and wholesale lending operations for sub prime and Alt-A residential loans or such other business as Employer may engage in).
Notwithstanding the foregoing, Employee may elect at any point during the Post-Termination Payment Period to forego any future remaining payments or benefits payable under
Section 2.4, in which case the limitations set forth in this Section 4.1 shall terminate at the time of such election.

4.2   Nothing
contained in Section 4 shall be deemed to preclude Employee from purchasing or owning, directly or beneficially, as a passive investment, less than five
percent of any class of publicly traded securities of any entity so long as Employee does not actively participate in or control, directly or indirectly, any investment or other decisions with respect
to such entity.

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5.     No Compensation from Related Entities.

Without prior written approval from Employer's Board of Directors, Employee shall not directly or indirectly receive compensation from any company with whom
Employer or any of its affiliates (as "affiliate" is defined in Rule 405 promulgated under the Securities Act of 1933) has any financial, business or affiliated relationship.

6.     Confidentiality; Non-Solicitation and Proprietary Rights.

Concurrently with signing this Agreement, Employee and Employer will sign a Proprietary Rights and Inventions Agreement in the form attached hereto as Exhibit C(the "Proprietary Rights and Inventions Agreement").

7.     Copies of Agreement.

Employee authorizes Employer to send a copy of the Proprietary Rights and Inventions Agreement to any and all future employers which Employee may have, and to any
and all persons, firms, and corporations, with whom Employee may become affiliated in a business or commercial enterprise, and to inform any and all such employers, persons, firms or corporations that
Employer intends to exercise its legal rights should Employee breach the terms of the Proprietary Rights and Inventions Agreement or should another party induce a breach of that agreement on
Employee's part.

8.     Severable Provisions.

The provisions of this Agreement are severable and if any one or more provisions is determined to be illegal or otherwise unenforceable, in whole or in part, the
remaining provisions, and any partially unenforceable provisions to the extent enforceable, shall nevertheless be binding and enforceable.

9.     Arbitration.

To the fullest extent allowed by law, any controversy, claim or dispute between Employee and Employer (or any of its stockholders, directors, officers, employees,
affiliates, agents, successors or assigns) relating to or arising out of Employee's employment or the cessation of that employment will be submitted to final and binding arbitration in Orange County,
California for determination in accordance with the American Arbitration Association's ("AAA") National Rules for the Resolution of Employment Disputes, as the exclusive remedy for such controversy,
claim or dispute. In any such arbitration, the parties may conduct discovery to the same extent as would be permitted in a court of law. The arbitrator shall issue a written decision, and shall have
full authority to award all remedies which would be available in court. The arbitrator shall be required to determine all issues in accordance with existing case law and the statutory laws of the
State of California. Employer shall pay the arbitrator's fees and any AAA administrative expenses. In the event Employee files a claim to collect unpaid payments or benefits payable under
Section 2.4, the prevailing party shall be awarded reasonable attorneys' fees and costs. Any judgment upon the award rendered by, the arbitrator(s) may be entered in any court having
jurisdiction thereof. Possible disputes covered by the above include unpaid wages, breach of contract, torts, violation of public policy, discrimination, harassment, or any other employment-related
claims under laws including Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act, the Age Discrimination in Employment Act, the California Fair Employment and Housing Act,
the California Labor Code, and any other federal or state constitutional provisions, statutes or laws relating to an employee's relationship with his employer. However, claims for workers'
compensation benefits and unemployment insurance (or any other claims where mandatory arbitration is prohibited by law) are not covered by this arbitration agreement, and such claims may be presented
to the appropriate court or government agency. BY AGREEING TO THIS MUTUAL AND BINDING ARBITRATION PROVISION, BOTH EMPLOYEE AND EMPLOYER GIVE UP ALL

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RIGHTS
TO TRIAL BY JURY. This arbitration policy is to be construed as broadly as is permissible under relevant law. EMPLOYER AND EMPLOYEE HAVE READ THIS SECTION 9 AND IRREVOCABLY AGREE TO
ARBITRATE ANY DISPUTE IDENTIFIED ABOVE.

| |  | /s/ rjjEmployer's Initials |  | /s/ trtEmployee's Initials |  | 
| |  | -------------------------- |  | -------------------------- |  | 

10.   Injunctive Relief.

The parties hereto agree that any breach or threatened breach of Section 5 of this Agreement or the Proprietary Rights and Inventions Agreement will cause
substantial and irreparable damage to Employer in an amount and of a character difficult to ascertain. Accordingly, to prevent any such breach or threatened breach, and in addition to any other relief
to which Employer may otherwise be entitled, Employer will be entitled to immediate temporary, preliminary and permanent injunctive relief through appropriate legal proceedings in any arbitration,
without proof of actual damages that have been incurred or may be incurred by Employer with respect to such breach or threatened breach. Employee expressly agrees that Employer will not be required to
post any bond or other security as a condition to obtaining any injunctive relief pursuant to this Section 11, and Employee expressly waives any right to the contrary. Employee agrees that this
Section 11 is without prejudice to the rights of the parties to compel arbitration pursuant to Section 10.

11.   Entire Agreement.

This Agreement and the Exhibits attached hereto contain the entire agreement of the parties relating to the subject matter hereof, and the parties hereto have
made no agreements, representations or warranties relating to the subject matter of this Agreement that are not set forth otherwise herein or the Exhibits attached hereto. This Agreement and its
attachments supersede any and all prior agreements, written or oral, with Employer relating to Employee's employment with Employer and any other subject matter of this Agreement. Any such prior
agreements are hereby terminated and of no further effect and Employee, by the execution hereof, agrees that any compensation provided for under any such prior agreement is specifically superseded and
replaced by the provision of this Agreement; subject to the following (i) this Agreement is not intended to supersede, cancel or replace any stock option or dividend equivalent right payments
that Employee may have or otherwise be entitled to
receive. The parties hereto agree that in no event shall an oral modification of this Agreement be enforceable or valid.

12.   Governing Law.

This Agreement is and shall be governed and construed in accordance with the laws of the State of California, regardless of any laws on choice of law or conflicts
of law of any jurisdiction.

13.   Notice.

All notices hereunder must be in writing and shall be sufficiently given for all purposes hereunder if properly addressed and delivered personally by documented
overnight delivery service, by certified or registered mail, return receipt requested, or by facsimile or other electronic transmission service at the address or facsimile number, as the case may be,
set forth below. Any notice given personally or by documented overnight delivery service is effective upon receipt. Any notice given by registered mail is effective upon receipt; to the extent such
receipt is confirmed by return receipt. Any notice given by facsimile transmission is effective upon receipt, to the extent that receipt is confirmed, either verbally or in writing by the recipient.
Any notice which is refused, unclaimed or undeliverable because of an

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act
or omission of the party to be notified, if such notice was correctly addressed to the party to be notified, shall be deemed communicated as of the first date that said notice was refused,
unclaimed or deemed undeliverable by the postal authorities, or overnight delivery service.

If to Employer:
Impac Mortgage Holdings, Inc.
19500 Jamboree Road, Building 2
Irvine, California 92612
Telephone: (949) 475-3600
Facsimile: (949) 475-3969
Attention: Ronald Morrison, Esq., General CounselIf to Employee:
Todd Taylor


14.   Amendments and Waivers.

This Agreement may not be amended, modified, superseded, canceled, or any terms waived, except by written instrument signed by both parties, or in the case of
waiver, by the party to be charged.

15.   Successor and Assigns.

This Agreement is not assignable by Employee, nor by Employer except to an affiliated or successor entity. This Agreement is binding on the parties' heirs,
executors, administrators, other legal representatives, successors, and, to the extent assignable, their assigns.

16.   Representations.

The person executing this Agreement on behalf of Employer hereby represents and warrants on behalf of himself and Employer that he is authorized to represent and
bind Employer. Employee specifically represents and warrants to Employer that he is not now under any contractual or quasi-contractual
obligations that is inconsistent or in conflict with this Agreement or that would prevent, limit or impair Employee's performance of his obligations under this Agreement, (b) he has had the
opportunity to be represented by legal counsel of his choosing in preparing, negotiating, executing and delivering this Agreement; and (c) fully understands the terms and provisions of this
Agreement.

17.   Counterparts; Facsimile Signatures.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original for all purposes. This Agreement may be executed by a
party's signature transmitted by facsimile ("fax"), and copies of this Agreement executed and delivered by means of faxed signatures shall have the same force and effect as copies hereof executed and
delivered with original signatures. All parties hereto may rely upon faxed signatures as if such signatures were originals. Any party executing and delivering this Agreement by fax shall promptly
thereafter deliver a counterpart signature page of this Agreement containing said party's original signature. All parties hereto agree that a faxed signature page may be introduced into evidence in
any proceeding arising out of or related to this Agreement as if it were an original signature page.

18.   Rules of Construction.

This Agreement has been negotiated by the parties and is to be interpreted according to its fair meaning as if the parties had prepared it together and not
strictly for or against any party. References in this Agreement to "Sections" refer to Sections of this Agreement, unless the context expressly indicates otherwise. References to "provisions" of this
Agreement refer to the terms, conditions, restrictions and promises contained in this Agreement. References in this Agreement to laws and

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regulations
refer to such laws and regulations as in effect on this date and to the corresponding provisions, if any, of any successor law or regulation. At each place in this Agreement where the
context so requires, the masculine, feminine or neuter gender includes the others and the singular or plural number includes the other. Forms of the verb "including" mean "including without
limitation" unless the context expressly indicates otherwise. "Or" is inclusive and includes "and" unless the context expressly indicates otherwise. The introductory headings at the beginning of
Sections of this Agreement are solely for the convenience of the parties and do not affect any provision of this Agreement.

IN
WITNESS WHEREOF, this Agreement is executed as of the day and year first above written.

| |  | "EMPLOYER"                                           
| |  | -----------------------------------------------------
| |  | Impac Mortgage Holdings, Inc., a Maryland corporation
| |  |                                                      
| |  | By:                                                  
| |  |                                                      
| |  |                                                      
| |  | "EMPLOYEE"                                           
| |  |                                                      
| |  | By:                                                  
| |  |                                                      
| |  |                                                      

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EXHIBIT A    JOB DESCRIPTION AND RELATED ENTITIES

Senior Vice President, Chief Accounting Officer ("CAO"), Impac Mortgage Holdings, Inc.

Oversee
the accounting and financial reporting of the Organization in support of policies, goals and objectives established by the Board of Directors of Employer, and the CEO, President
and CFO of Impac Mortgage Holdings, Inc. For purposes of this Exhibit A, "Organization" means Employer and any affiliates or related entities of Employer for whom Employee is requested
to provide services pursuant to the Employment Agreement by and between Employer and Employee dated as of October 1, 2007 (the "Agreement").

Provide
senior financial accounting oversight for the Organization and assume responsibility for its development, growth and success. Participate in financial management of Employer,
either directly or through supervision of others.

Manage
and supervise accounting and financial reporting staff members that report to the CAO.

Major
Responsibilities include:



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Employee
acknowledges, understands and agrees that Employee will be requested by Employer to devote some or all of Employee's time and effort during the term of employment pursuant to
the Agreement (and consistent with the above job descriptions) to the businesses of Employer's affiliates or related entities pursuant to certain agreements between and among Employer and such
affiliates or related entities. Such affiliates and related entities include, but are not limited to, the following: Impac Mortgage Holdings, Inc., Impac Commercial Capital Corporation., Impac
Warehouse Lending Group, Inc., IMH Assets Corp., Impac Lending Group, Impac Secured Assets Corp., Impac Mortgage Acceptance Corp., and Impac Foundation.

Employee
further understands and acknowledges that, pursuant to the Agreement, Employee may be directed by Employer to provide services consistent with the above job descriptions to
additional real estate investment trusts or other entities which Employer establishes or with which Employer affiliates
or becomes related and for which there exists an agreement with Employer or any of the above entities to provide such services.

Employee
understands and acknowledges that Employee's obligations under the Agreement, including Employee's duties under Section 4 thereof and the Proprietary Rights and
Inventions Agreement entered into pursuant to Section 6 thereof, shall apply and extend to Employee's knowledge of the business of Employer's affiliates or related entities and any trade secret
or other confidential or proprietary information relating to same.

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EXHIBIT B    WAIVER AND RELEASE AGREEMENT

For full and valuable consideration, including, but not limited to, severance payments made and to be made by Impac Mortgage Holdings, Inc. and any
affiliate or related entity of Impac Mortgage Holdings, Inc. (collectively, "Employer") to Todd Taylor ("Employee") pursuant to the Employment Agreement between Employer and Employee dated as
of October 1, 2007 (the "Employment Agreement"), Employee, on the one part, and Employer on the other part, hereby enter into this Waiver and Release Agreement ("Waiver"), and each agrees to
waive and release the other and, as the case may be, the other's stockholders, directors, officers, employees, affiliates, agents, successors and assigns, if any, from all known and unknown claims,
agreements or complaints related to or arising under Employee's employment with Employer, including, but not limited to, any claim arising out of Employee's termination, any express or implied
agreement between Employee and Employer (other than each party's respective rights and obligations under Sections 2.3, 2.4 and 4.1 of the Employment Agreement, and the Proprietary Rights and
Inventions Agreement), and any other federal or state constitutional provisions, statutes or laws relating to an employee's relationship with his employer, including, but not limited to, Title VII of
the Civil Rights Act of 1964, the Employee Retirement Income Security Act, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the California Fair Employment and Housing
Act, and the California Labor Code.

This
Waiver shall not include a waiver of any of the following: (i) any right to defense and/or indemnification that Employee may have under California Labor Code
section 2802, or under any defense and indemnification policy or agreement; (ii) any claim for breach of any pension, 401k, deferred compensation or stock option plan of Employer; or
(iii) any claim that Employee may have against any officer, director, employee, or agent of Employer or Guarantor for defamation or intentional interference with prospective employment or
business advantage or (iv) any rights Employee may have as a shareholder of Employer.

This
Waiver includes a waiver of any rights the parties may have under Section 1542 of the California Civil Code, which states:

"A
general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by his must have
materially affected his settlement with the debtor."

Employee's
Waiver is conditioned upon Employer and Guarantor's performance of all of their severance obligations pursuant to Sections 2.3 and 2.4 of the Employment Agreement. In
the event that Employer materially breaches its severance obligations under the Employment Agreement, then Employee shall be entitled to pursue any claims as though this Waiver did not exist, and the
statute of limitations for any such claims shall be deemed to have been tolled during the period from the date of Employee's termination through the date Employer breached it obligations.

Employer's
Waiver is conditioned upon Employee's performance of all of his obligations pursuant to Section 4.1 of the Employment Agreement. In the event that Employee materially
breaches his non-compete obligations under the Employment Agreement, then Employer shall be entitled to pursue any claims as though this Waiver did not exist, and the statute of
limitations for any such claims shall be deemed to have been tolled during the period from the date of Employee's termination through the date Employee breached his obligations. The parties to this
Waiver each acknowledge that each may hereafter discover facts different from or in addition to those now known or believed to be true with respect to the claims, suits, rights, actions, complaints,
agreements, contracts, causes of action, and liabilities of any nature whatsoever that are the subject of the above release, and the parties expressly agree that this Waiver shall be and remain
effective in all respects regardless of such additional or different facts.

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Employee
is advised as follows: (i) Employee should consult an attorney regarding this Waiver before executing it; (ii) Employee has 21 days in which to consider
this Waiver and whether Employee will enter into it; (iii) this Waiver does not waive rights or claims that may arise after it is executed; and (iv) at anytime within seven days after
executing this Waiver, Employee may revoke this Waiver. This Waiver shall not become effective or enforceable until the seven day revocation period set forth herein has passed.

Capitalized
terms not otherwise defined herein shall have the meanings set forth in the Employment Agreement.

|Dated: |  |  |                               |                              
|------ |  |  | ----------------------------- | -----------------------------
|       |  |  | By:                           | /s/TODD R. TAYLOR            
|       |  |  |                               | Todd R. Taylor               
|       |  |  |                               | Senior Vice President, CAO   
|       |  |  |                               |                              
|Dated: |  |  | IMPAC MORTGAGE HOLDINGS, INC.
|       |  |  |                               |                              
|       |  |  | By:                           | /s/RICHARD J. JOHNSON        
|       |  |  | Print Name:                   | Richard J. Johnson           
|       |  |  | Title:                        | Executive Vice President, COO

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EXHIBIT C    PROPRIETARY RIGHTS AND INVENTIONS AGREEMENT

In consideration of my employment by Impac Mortgage Holdings, Inc., a Maryland corporation (the "Company"), and the compensation I receive from the
Company, I agree to certain restrictions placed by the Company on my use and development of information and technology, as more fully set out below.

1.Proprietary Information.I understand that the Company possesses and will possess Proprietary Information
which is important to its business. For purposes of this Agreement, "Proprietary Information" is information that was or will be developed, created, or discovered by or on behalf of the Company or any
of its affiliates or related entities, or which became or will become known by, or was or is conveyed to the Company, which has commercial value in the Company's business or the business of any of the
Company's affiliates or related entities, unless (i) the information is or becomes publicly known through lawful means; (ii) the information was rightfully in my possession or part of my
general knowledge prior to my employment by the Company as specifically identified and disclosed by me in Exhibit A attached hereto; or (iii) the information is disclosed to me without
confidential or proprietary restriction by a third party who rightfully possesses the information (without confidential or proprietary restriction) and who did not learn of it directly from the
Company or any of its affiliates or related entities.

Proprietary
Information includes information (whether conveyed orally or in writing) relating to (i) client/customer lists, vendor lists or other lists or compilations containing
client, customer or vendor information; (ii) information about investment techniques or strategies, investment research or analysis, business techniques or strategies, processes, costs,
profits, markets, marketing plans, forecasts, sales or commissions; (iii) plans for new investment techniques and strategies; (iv) the compensation, performance and terms of employment
of other employees; (v) all other information that has been or will be given to me in confidence by the Company (or any affiliate or related entity of the Company); (vi) software in
various stages of development, and any designs, drawings, schematics, specifications, techniques, models, data, source code, algorithms, object code, documentation, diagrams, flow charts, research
development, processes and procedures relating to any software; (vii) any documents, books, papers, drawings, schematics, models, sketches, computer programs, databases or other data, including
electronic data recorded or retrieved by any means, that contain any Proprietary Information; and (viii) any information described above which the Company or any of its affiliates or related
entities obtains from another party and which the Company or any of its affiliates or related entities treats as proprietary or designates as Proprietary Information.

2.Company Materials.I understand that the Company and its affiliates and related entities possess or will
possess "Company Materials" which are important to their respective businesses. For purposes of this Agreement, "Company Materials" are documents or other media or tangible items that contain or
embody Proprietary Information or any other information concerning the business, operations or plans of the Company or any of its affiliates or related entities, whether such documents have been
prepared by me or by others. "Company Materials" include charts, graphs, notebooks, customer lists, computer software, media or printouts, sound recordings and other printed, typewritten or
handwritten documents, as well as financial models and the like.

3.Intellectual Property.



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I
acknowledge that all original works of authorship which are made by me (in whole or in part, either alone or jointly with others) within the scope of my employment and which are
protect able by copyright are "works made for hire," as defined in the United States Copyright Act (17 USCA, Section 101). 1 will not disclose Inventions covered by this Section 3.3 to
any person outside the Company, unless I am requested to do so by management personnel of the Company.



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4.Prior Actions and Knowledge.I represent and warrant that from the time of my first contact or communication
with the Company, I have held in strict confidence all Proprietary Information and have not (i) disclosed any Proprietary Information or delivered any Company Materials to anyone outside of the
Company or any affiliate or related entity of the Company, or (ii) used, copied, published, or summarized any Proprietary Information or removed any Company Materials from the business premises
of the Company, except to the extent necessary to carry out my responsibilities as an employee of the Company.

5.Non-Solicitation of Employees.I agree that for a period of twelve months following the
termination of my employment with the Company, I will not, on behalf of myself or any other person or entity, solicit the services of any person who was employed by the Company or any affiliate or
related entity of the Company on the date of my termination of employment.

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6.No Conflict with Obligations to Third Parties.I represent that my performance of all the terms of this
Agreement will not breach any agreement to keep in confidence proprietary or confidential information acquired by me in confidence or in trust prior to my employment with the Company. I have not
entered into, and I agree I will not enter into, any agreement either written or oral in conflict herewith or in conflict with my employment with the Company.

7.Remedies.I recognize that nothing in this Agreement is intended to limit any remedy of the Company under the
California Uniform Trade Secrets Act. I recognize that my violation of this Agreement could cause the Company irreparable harm, the amount of which may be extremely difficult to estimate, making any
remedy at law or in damages inadequate. Therefore, I agree that the Company shall have the right to apply to any court of competent jurisdiction for an order restraining any breach or threatened
breach of this Agreement and for any other relief the Company deems appropriate. This right shall be in addition to any other remedy available to the Company.

8.Survival.I agree that my obligations under Sections 3.1 through 3.6, 5 and 6 shall continue in effect
after termination of my employment, regardless of the reason or reasons for termination, and whether such termination is voluntary or involuntary on my part, and that the Company is entitled to
communicate my obligations under this Agreement to any future employer or potential employer of mine.

9.Controlling Law.This Agreement is and shall be governed and construed in accordance with the laws of the
State of California, regardless of any laws on choice of law or conflicts of law of any jurisdiction.

10.Severable Provisions.The provisions of this Agreement are severable and if any one or more provisions is
determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions to the extent enforceable, shall nevertheless be binding
and enforceable.

11.Successors and Assigns.This Agreement shall be effective as of the date I execute this Agreement and shall
be binding upon me, my heirs, executors, assigns, and administrators and shall inure to the benefit of the Company, its subsidiaries, successors and assigns.

12.Counterparts; Facsimile Signatures.This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original for all purposes. This Agreement may be executed by a party's signature transmitted by facsimile ("fax"), and copies of this Agreement executed and delivered by means
of faxed signatures shall have the same force and effect as copies hereof executed and delivered with original signatures. All parties hereto may rely upon faxed signatures as if such signatures were
originals. Any party executing and delivering this Agreement by fax shall promptly thereafter deliver a counterpart signature page of this Agreement containing said party's original signature. All
parties hereto agree that a faxed signature page may be introduced into evidence in any proceeding arising out of or related to this Agreement as if it were an original signature page.

13.Rules of Construction.This Agreement has been negotiated by the parties and is to be interpreted according
to its fair meaning as if the parties had prepared it together and not strictly for or against any party. References in this Agreement to "Sections" refer to Sections of this Agreement, unless the
context expressly indicates otherwise. References to "provisions" of this Agreement refer to the terms, conditions, restrictions and promises contained in this Agreement. References in this Agreement
to laws and regulations refer to such laws and regulations as in effect on this date and to the corresponding provisions, if any, of any successor law or regulation. At each place in this Agreement
where the context so requires, the masculine, feminine or neuter gender includes the others and the singular or plural number includes the other. Forms of the verb "including" mean "including without
limitation" unless the context expressly indicates otherwise. "Or" is inclusive and includes "and" unless the context expressly indicates otherwise. The introductory headings at the beginning of
Sections of this Agreement are solely for the convenience of the parties and do not affect any provision of this Agreement.

14.Amendments and Waivers.This Agreement may not be amended, modified, superseded, canceled, or any terms
waived, except by written instrument signed by both parties, or in the case of waiver, by the party to be charged.

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I
HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO
INDUCE ME TO SIGN THIS AGREEMENT OTHER THAN THE PROMISES AND REPRESENTATIONS EXPRESSLY STATED IN THIS AGREEMENT AND IN THE EMPLOYMENT AGREEMENT ENTERED INTO BETWEEN ME AND THE COMPANY CONCURRENTLY
HEREWITH. I HAVE COMPLETELY NOTED ON EXHIBIT 1 TO THIS AGREEMENT ANY PROPRIETARY INFORMATION AND INVENTIONS THAT I DESIRE TO EXCLUDE FROM THIS AGREEMENT.

|Dated as of:                                          |                               | /s/TODD R. TAYLORTodd R. Taylor
|----------------------------------------------------- | ----------------------------- | -------------------------------
|Accepted and Agreed to:                              
|IMPAC MORTGAGE HOLDINGS, INC.,
a Maryland corporation
|By:                                                   | /s/RICHARD J. JOHNSON         |                                
|Name:                                                 | Richard J. Johnson            |                                
|Title:                                                | Executive Vice President, COO |                                

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EXHIBIT 1    EMPLOYEE'S DISCLOSURE

Gentlemen:

1.    Except
for the information and ideas listed below that rightfully became part of my general knowledge prior to my first contact or communication with the Company or any
of its affiliates or related entities, I represent that I am not in the possession of and have no knowledge of any information that can be considered the Proprietary Information of Impac Mortgage
Holdings, Inc., a Maryland corporation (the "Company"), other than information disclosed by Company or any of its affiliates or related entities during my employment negotiations or my prior
employment with the Company or any of its affiliates or related entities, which I understand and agree is the Proprietary Information of Company or its affiliates or related entities, as the case may
be.

|
|
|

2.    Except
for the complete list of Inventions set forth below, I represent that I (in whole or in part, either alone or jointly with others) have not made, conceived,
developed or first reduced to practice any Inventions relevant to the subject matter of my employment with the Company prior to my employment with the Company or any of its affiliates or related
entities.

| |  | No Inventions              |  | 
| |  | -------------------------- |  | 
| |  | See below:                 |  | 
| |  |                           
| |  | Additional sheets attached

|
|

| | Todd Taylor
| | -----------

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AMENDMENT NO. 1 TO  EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT is made effective as of February12, 2008 ("Effective Date"), by and between Impac Mortgage Holdings, Inc.,
a Maryland corporation ("Employer"), and Todd R. Taylor, an individual ("Employee") with reference to the following facts:

RECITALS

WHEREAS, Employer and Employee entered into that certain Employment Agreement (the "Employment Agreement") dated as of October 1, 2007;

WHEREAS,
Employer has requested and Employee has agreed to assume additional duties and responsibilities as Employer's Interim Chief Financial Officer;

WHEREAS,
Employee and Employer desire to amend the Employment Agreement;

AMENDMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, it is hereby agreed
by and between the parties hereto as follows:

Terms
not defined herein shall have the respective meanings as set forth in the Employment Agreement.

Amendment No. 1

Section 1.1 shall be deleted in its entirety and replaced with the following:



Amendment No. 2

Section 3.1 (a) and (b) shall be deleted in their entirety and replaced with the following:



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IN
WITNESS WHEREOF, this Amendment No. 1 is executed as of the day and year first above written.

| |  | "EMPLOYER"                                           
| |  | -----------------------------------------------------
| |  | Impac Mortgage Holdings, Inc., a Maryland corporation
| |  | By:                                                  
| |  |                                                      
| |  | "EMPLOYEE"                                           
| |  | By:                                                  
| |  |                                                      

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Exhibit A    Job Description

Responsible
for planning, coordinating and directing the financial affairs, including the accounting, treasury, financial planning, reporting, compliance, analysis, and tax functions. Provide
management and the Board with meaningful and timely information regarding Employer's financial performance. Monitor compliance with all applicable laws, rules, and regulations related to financial
information and financial performance of Employer, including tax compliance, and implement and oversee programs designed to ensure such compliance. Implement and maintain programs designed to ensure
proper management of Employer's liquidity position and that proper cost effective funding is available to meet Employer's objectives. Recommend and implement asset/liability and tax strategies to
improve financial performance. Direct a financial planning process for both next year budgeting and strategic planning purposes. Provide appropriate financial analysis of investment, merger and
acquisition alternatives and capital raising efforts and alternatives. Act as liaison with the internal and external auditors. Manage the staff of exempt and non-exempt employees. Perform
supervisory duties to include: hiring, corrective action, performance appraisals, salary reviews, counseling, work scheduling, training, and budgeting. Review and approve credit applications and
extensions of additional credit. Oversee and approve IT projects and allocation of resources and approval of all IT related capital expenditures.

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