**Exhibit10.4**

**IMPAC MORTGAGE HOLDINGS, INC.GUARANTY**

This Guaranty, dated as of May 1, 2006, isexecuted by Impac Mortgage Holdings, Inc., a Maryland corporation (“Guarantor”),in favor of William D. Endresen (“Executive”).

A.            Impac Commercial Capital Corporation,a California corporation (“Obligor”), concurrently herewith has enteredinto an Employment Agreement with Obligor dated even date herewith (the “Contract”).Guarantor is the parent corporation of Obligor and will receive direct andindirect benefits from the performance of the Contract.

B.            Executive’s willingness to enter into the Contract issubject to receipt by it of this Guaranty duly executed by Guarantor.

For good and valuable consideration, the receipt andadequacy of which are hereby acknowledged, and intending to be legally bound,Guarantor hereby agrees with Executive as follows:

1.            Guaranty.

(a)           Guarantor unconditionally guaranteesand promises to pay to Executive, or order, at Executive’s address set forth inSection 4(a) hereof, on demand after the default by Obligor, inlawful money of the United States, any and all Obligations (as hereinafterdefined) consisting of payments due to Executive. For purposes of this Guarantythe term “Obligations” shall mean and include all payments owed byObligor to Executive of every kind and description, direct or indirect,absolute or contingent, due or to become due, now existing or hereafter arisingpursuant to the terms of Section 2.3, 2.4, 3.1(a), 3.1(b), 3.1(c), or 3.2of the Contract (as such Obligations may become due subject to the provisionsof the Contract, including all notice requirements and cure provisions),including all interest, late fees, charges, expenses, attorneys’ fees and otherprofessionals’ fees chargeable to Obligor or payable by Obligor there under andany costs of collection hereunder, including attorneys’ and other professionals’fees.

(b)           This Guaranty is absolute,unconditional, continuing and irrevocable and constitutes an independentguaranty of payment and not of collect ability (provided that it is subject toObligor defaulting on any of the Obligations), and is in no way conditioned onor contingent upon any attempt to enforce in whole or in part any of Obligor’sObligations to Executive, the existence or continuance of Obligor as a legalentity, the consolidation or merger of Obligor with or into any other entity,the sale, lease or disposition by Obligor of all or substantially all of itsassets to any other entity, or the bankruptcy or insolvency of Obligor, theadmission by Obligor of its inability to pay its debts as they mature, or themaking by Obligor of a general assignment for the benefit of, or entering intoa composition or arrangement with, creditors. If Obligor or any permittedassignee or successor of Obligor shall fail to pay or

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perform any Obligationsto Executive which are subject to this Guaranty as and when they are due,Guarantor shall forthwith pay to Executive all such liabilities or obligationsin immediately available funds. Each failure by Obligor to pay or perform anysuch liabilities or obligations shall give rise to a separate cause of action,and separate suits may be brought hereunder as each cause of action arises.

(c)           Executive, may (subject to theprovisions of the Contract) at any time and from time to time, without theconsent of or notice to Guarantor, except such notice as may be required byapplicable statute which cannot be waived, without incurring responsibility toGuarantor, and without impairing or releasing the obligations of Guarantorhereunder, (i) change the manner, place and terms of payment or change orextend the time of payment of, renew, or alter any Obligation herebyguaranteed, or in any manner modify, amend or supplement the terms of theContract or any documents, instruments or agreements executed in connectiontherewith, (ii) exercise or refrain from exercising any rights againstObligor or others (including Guarantor) or otherwise act or refrain fromacting, (iii) settle or compromise any Obligations hereby guaranteed and/orany obligations and liabilities (including any of those hereunder) incurreddirectly or indirectly in respect thereof or hereof, and may subordinate thepayment of all or any part thereof to the payment of any obligations andliabilities which may be due to Executive or others, (iv) sell, exchange,release, surrender, realize upon or otherwise deal with in any manner or in anyorder any property pledged or mortgaged by anyone to secure or in any mannersecuring the Obligations hereby guaranteed, (v) take and hold security oradditional security for any or all of the obligations or liabilities covered bythis Guaranty, and (vi) assign its rights and interests under thisGuaranty, in whole or in part.

(d)            This is a continuing Guaranty forwhich Guarantor receives continuing consideration and all obligations to whichit applies or may apply under the terms hereof shall be conclusively presumedto have been created in reliance hereon and this Guaranty is thereforeirrevocable without the prior written consent of Executive.

(e)             Guarantor may bring action toenforce Executive’s obligations under the Contract if (i) any proceedingis brought against Guarantor to seek enforcement of this Guaranty or (ii) Guarantormakes any payment to Executive pursuant to this Guaranty.

2.            Representations and Warranties.Guarantor represents and warrants to Executive that (a) Guarantor is acorporation duly organized, validly, existing and in good standing under thelaws of its jurisdiction of incorporation or formation; (b) the execution,delivery and performance by Guarantor of this Guaranty are within the power ofGuarantor and have been duly authorized by all necessary actions on the part ofGuarantor; (c) this Guaranty has been duly executed and delivered byGuarantor and constitutes a legal, valid and binding obligation of Guarantor,enforceable against it in accordance with its terms, except as limited bybankruptcy, insolvency or other laws of general application relating to oraffecting the enforcement of creditors’ rights generally.

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3.            Waivers.

(a)            Guarantor, to the extent permittedunder applicable law, hereby waives any right to require Executive to (i) proceedagainst Obligor or any other guarantor of Obligor’s obligations under theContract, (ii) proceed against or exhaust any security received fromObligor or any other guarantor of Obligor’s Obligations under the Contract, or (iii) pursueany other right or remedy in the Executive’s power whatsoever.

(b) Guarantor further waives, to the extentpermitted by applicable law, (i) any defense resulting from the absence,impairment or loss of any right of reimbursement, subrogation, contribution orother right or remedy of Guarantor against Obligor, any other guarantor of theObligations or any security; (ii) any defense which results from anydisability of Obligor or the lack of validity or enforceability of theContract; (iii) any right to exoneration of sureties which would otherwisebe applicable; (iv) any right of subrogation or reimbursement and, ifthere are any other guarantors of the Obligations, any right of contribution,and right to enforce any remedy which Executive now has or may hereafter haveagainst Obligor, and any benefit of, and any right to participate in, anysecurity now or hereafter received by Executive; (v) all presentments,demands for performance, notices of non-performance, notices delivered underthe Contract, protests, notice of dishonor, and notices of acceptance of thisGuaranty and of the existence, creation or incurring of new or additional Obligationsand notices of any public or private foreclosure sale; (vi) anyappraisement, valuation, stay, extension, moratorium redemption or similar lawor similar rights for marshalling; and (vii) any right to be informed byExecutive of the financial condition of Obligor or any other guarantor of theObligations or any change therein or any other circumstances bearing upon therisk of nonpayment or nonperformance of the Obligations. Guarantor has theability to and assumes the responsibility for keeping informed of the financialcondition of Obligor and any other guarantors of the Obligations and of othercircumstances affecting such nonpayment and nonperformance risks.

4.            Miscellaneous.

(a)           Notices. All notices hereundermust be in writing and shall be sufficiently given for all purposes hereunderif properly addressed and delivered personally by documented overnight deliveryservice, by certified or registered mail, return receipt requested, or byfacsimile or other electronic transmission service at the address or facsimilenumber, as the case may be, set forth below. Any notice given personally or bydocumented overnight delivery service is effective upon receipt. Any noticegiven by registered mail is effective upon receipt, to the extent such receiptis confirmed by return receipt. Any notice given by facsimile transmission iseffective upon receipt, to the extent that receipt is confirmed, eitherverbally or in writing by the recipient. Any notice which is refused, unclaimedor undeliverable because of an act or omission of the party to be notified, ifsuch notice was correctly addressed to the party to be notified, shall bedeemed communicated as of the first date that said notice was refused,unclaimed or deemed undeliverable by the postal authorities, or overnightdelivery service.

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| Executive:                  |                | Guarantor:                  |
|-----------------------------|---------------------|-----------------------------|
|                        |                |                        |
|                        | William D. Endresen |                        | Impac Mortgage Holdings, Inc. |
|                        |                |                        |   | 1401 Dove Street |
|                        |                |                        |   | Newport Beach, California 92660 |
|                        |                |                        | Telephone:(949)475-3600 |
|                        |                |                        | Facsimile:(949) 475-3969 |
|                        |                |                        | Attention: Ronald Morrison, Esq., General |
|                        |                |                        | Counsel |
|                        |                |                        |
| With a copy to:             |                | With a copy to:             |
|                        |                |                        |
| Richard K Zepfel, Esq. |                |                        | Ernest W. Klatte, III, Esq. |
| Payne & Fears, LLP |                |                        | Rutan & Tucker, LLP |
| 4 Park Plaza Ste 1100       |                |                        | 611 Anton Blvd., 14th Floor |
| Irvine, CA 92614            |                |                        | Costa Mesa, California 92626 |
| Telephone: (949) 851-1100   |                |                        | Telephone: (714) 641-5100 |
| Facsimile: (949) 851-1212   |                |                        | Facsimile: (714) 546-9035 |
|                        |                |                        |   |
|                        |                |                        | And |
|                        |                |                        |
|                        |                | Patricio T.D. Barrera, ESQ. |
|                        |                | Marcin Barrera LLP          |
|                        |                | 1901 Avenue of the Stars    |
|                        |                | Suite 1900             |
|                        |                | Los Angeles, CA 90067       |
|                        |                | Telephone: (310) 286-1050   |
|                        |                | Facsimile: (310) 286-1070   |
|                             |                     |                             |  |  |  |  |

 

(b)            Nonwaiver. No failure ordelay on Executive’s part in exercising any right hereunder shall operate as awaiver thereof or of any other right nor shall any single or partial exerciseof any such right preclude any other further exercise thereof or of any otherright.

(c)            Amendments and Waivers. ThisGuaranty may not be amended, modified, superseded, canceled, or any termswaived, except by written instrument signed by both parties, or in the case ofwaiver, by the party to be charged.

(d)            Assignments. This Guarantyshall be binding upon and inure to the benefit of Executive and Guarantor andtheir respective successors and assigns; provided,however, thatwithout the prior written consent of Executive, Guarantor may not assign itsrights and obligations hereunder.

(e)            Cumulative Rights, etc. Therights, powers and remedies of Executive under this Guaranty shall be inaddition to all rights, powers and remedies given to Executive by virtue of anyapplicable law, rule or regulation, the Contract or any other agreement,all of which rights, powers, and remedies shall be cumulative and may beexercised successively or concurrently without impairing Executive’s rights hereunder.

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(f)             Partial Invalidity. Theprovisions of this Guaranty are severable and if any one or more provisions isdetermined to be illegal or otherwise unenforceable, in whole or in part, theremaining provisions, and any partially unenforceable provisions to the extentenforceable, shall nevertheless be binding and enforceable.

(g)            Governing Law. This Guarantyis and shall be governed and construed in accordance with the laws of the Stateof California, regardless of any laws on choice of law or conflicts of law ofany jurisdiction.

(h)            Arbitration. To the fullestextent allowed by law, any controversy, claim or dispute between Executive andGuarantor (or any of its stockholders, directors, officers, employees,affiliates, agents, successors or assigns) relating to or arising out of thisGuaranty will be submitted to final and binding arbitration in Orange County,California for determination in accordance with the American ArbitrationAssociation’s (“AAA”) National Rules for the Resolution of EmploymentDisputes, as the exclusive remedy for such controversy, claim or dispute. Inany such arbitration, the parties may conduct discovery to the same extent aswould be permitted in a court of law. The arbitrator shall issue a writtendecision, and shall have full authority to award all remedies which would beavailable in court. The arbitrator shall be required to determine all issues inaccordance with existing case law and the statutory laws of the State ofCalifornia. Guarantor shall pay the arbitrator’s fees and any AAAadministrative expenses. In the event Executive files a claim to collect unpaidpayments or benefits payable under Section 2.4 of the Contract, theprevailing party shall be awarded reasonable attorneys fees and costs. Anyjudgment upon the award rendered by the arbitrator(s) may be entered inany court having jurisdiction thereof. BY AGREEING TO THIS MUTUAL ANDBINDING ARBITRATION PROVISION, BOTH EXECUTIVE AND GUARANTOR GIVE UP ALL RIGHTSTO TRIAL BY JURY. This arbitration policy is to be construed as broadly as ispermissible under relevant law. EXECUTIVE AND GUARANTOR HAVE READ THIS SECTION 4(h) ANDIRREVOCABLY AGREE TO ARBITRATE ANY DISPUTE IDENTIFIED ABOVE.
|  | Executive’s  Initials | /s/ WDE |   | Guarantor’s Initials | /s/ RJJ |   |
|--|----------------------------|---------|--------|---------------------------|---------|--------|

 

(i)            Entire Agreement. ThisGuaranty contains the entire agreement of the parties relating to the subjectmatter hereof, and the parties hereto have made no agreements, representationsor warranties relating to the subject matter of this Guaranty that are not setforth otherwise herein. This Guaranty supersedes any and all prior agreements,written or oral, with Guarantor relating to guaranteeing obligations under theContract and any other subject matter of this Guaranty. Any such prioragreements are hereby terminated and of no further effect. The parties heretoagree that in no event shall an oral modification of this Agreement beenforceable or valid.

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(j)            Counterparts, FacsimileSignatures. This Guaranty may be executed in any number of counterparts,each of which shall be deemed an original for all purposes. This Guaranty maybe executed by a party’s signature transmitted by facsimile (“fax”), and copiesof this Guaranty executed and delivered by means of faxed signatures shall havethe same force and effect as copies hereof executed and delivered with originalsignatures. All parties hereto may rely upon faxed signatures as if suchsignatures were originals. Any party executing and delivering this Guaranty byfax shall promptly thereafter deliver a counterpart signature page of thisGuaranty containing said party’s original signature. All parties hereto agreethat a faxed signature page may be introduced into evidence in anyproceeding arising out of or related to this Guaranty as if it were an originalsignature page.

(k)           Rules of Construction.This Guaranty has been negotiated by the parties and is to be interpretedaccording to its fair meaning as if the parties had prepared it together andnot strictly for or against any party. References in this Guaranty to “Sections”refer to Sections of this Guaranty, unless the context expressly indicatesotherwise. References to “provisions” of this Guaranty refer to the terms,conditions, restrictions and promises contained in this Guaranty. References inthis Guaranty to laws and regulations refer to such laws and regulations as ineffect on this date and to the corresponding provisions, if any, of anysuccessor law or regulation. At each place in this Guaranty where the contextso requires, the masculine, feminine or neuter gender includes the others andthe singular or plural number includes the other. Forms of the verb “including”mean “including without limitation” unless the context expressly indicatesotherwise. “Or” is inclusive and includes “and” unless the context expresslyindicates otherwise. The introductory headings at the beginning of Sections ofthis Guaranty are solely for the convenience of the parties and do not affectany provision of this Guaranty.

(1)           No Employment With Guarantor.Executive understands and agrees that he is an employee of Obligor pursuant tothe Contract. Executive further understands and agrees that neither thisGuaranty nor any obligations performed hereunder shall change any employeestatus that Executive may have with Guarantor.

IN WITNESS WHEREOF,Executive and Guarantor have executed this Guaranty as of the day and yearfirst above written.
|            | **GUARANTOR**                       |
|------------|-------------------------------------|
| ** ** | ** **                          |
|       | Impac Mortgage  Holdings, Inc. |
|       |                                |
|       | By:                                 | /s/ Richard J.  Johnson |
|       | Name: Richard J.  Johnson           |
|       | Title: Executive  Vice President    |
|       |                                |
|       |                                |
| ** ** | **EXECUTIVE**                       |
| ** ** | ** **                          |
| ** ** | ** **                          |
|       | By:                                 | /s/ William D.  Endresen |
|       |                                | William D. Endresen |

 

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