**Exhibit 10.3**

**EMPLOYMENT AGREEMENT**

THIS EMPLOYMENT AGREEMENTis made as of May 1, 2006 and is to be effective as of January 1,2006, by and between Impac Commercial Capital Corporation (“ICCC”), aCalifornia corporation (“Employer”), and William D. Endresen, an individual (“Employee”).

**R E C I T A L S**

WHEREAS, Employee isknowledgeable of and skillful in the business of Employer, which includesoriginating and closing of Commercial and Multifamily loans (the “Business”);

WHEREAS, Employerbelieves that Employee is an integral part of its management and currently isand will become more knowledgeable of and be in part responsible for developingthe Business;

WHEREAS, Employeepossesses extensive management experience and knowledge regarding the Business,including confidential information concerning service marketing plans andstrategy, business plans and projections and the formulas and models pertainingthereto, customer needs and peculiarities, finances, operations, billingmethods and customer lists; and

WHEREAS, Employee iswilling to be employed by Employer and provide services to Employer and anyaffiliates or related entities of Employer (as more fully described in Exhibit Aattached hereto) under the terms and conditions herein stated.

**A G R E E M E N T**

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

**1.             Employment, Services and Duties.**

 

1.1           Employerhereby employs Employee and Employee hereby accepts such employment full-time(subject to those exceptions, if any, set forth below) as President of Employerto perform the duties and functions set forth in Exhibit A attachedhereto and to perform such other duties or functions as are reasonably requiredor as may be prescribed from time to time or as otherwise agreed. Employeeshall render his services by and subject to the instructions and under thedirection of the Employer’s Board of Directors and to such persons as the Boardmay designate, including the President, Chief Operating Officer and CEO ofImpac Mortgage Holdings, Inc., to whom Employee shall directly report.

1.2           Employeeacknowledges and agrees that Employee may be required by Employer to devote aportion of his working time to perform functions for Employer’s affiliates orrelated entities (as set forth in Exhibit A attached hereto) andthat such services are to be performed pursuant to and consistent with Employee’sduties and obligations under this Agreement.

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1.3           Employeewill at all times faithfully, industriously and to the best of his ability,experience and talents perform all of the duties required of and from himpursuant to the terms of this Agreement. Employee will devote his full businessenergies and abilities and all of his business time to the performance of hisduties hereunder and will not, without Employer’s prior written consent, renderto others any service of any kind (whether or not for compensation) that wouldinterfere with the full performance of Employee’s duties hereunder, and in noevent will engage in any activities that compete with the Business or thatcould create a reasonably foreseeable conflict of interest or the appearance ofa reasonably foreseeable conflict of interest; provided that nothing containedin this Section 1.3 shall preclude Employee from engaging in or managingEmployee’s outside investments.

**2.****             Termand Termination.**

** **

2.1           Theterm of this Agreement shall be through December 31, 2008, unless extendedby the mutual written agreement of Employer and Employee.

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

(a)           Voluntarytermination by Employee other than for Good Reason (as defined below); providedthat Employee shall be required to provide Employer with at least 30 days priorwritten notice of such voluntary termination;

(b)           Deathof Employee;

(c)           Employermay terminate Employee under this Agreement for “cause” if any of the followingoccurs (any determination of “cause” as used in this Agreement shall be madeonly by an affirmative majority vote of the Board of Directors (not includingEmployee in the deliberations or vote on the same, if a director) of Employer):

(i)            Employeeis convicted of (or pleads nolo contendere to) (A) a crime of dishonestyor breach of trust, including such a crime involving either the property ofEmployer or Employer’s parent corporation, Impac Mortgage Holdings, Inc. (“IMH”)(or any affiliate or related entity of Employer or IMH) or the propertyentrusted to Employer or IMH (or any affiliate or related entity of Employer orIMH) by its clients, including fraud, or embezzlement or other misappropriationof funds belonging to Employer or IMH (or any affiliate or related entity ofEmployer or IMH) or any of their respective clients, or (B) a felonyleading to incarceration of more than 90 days or the payment of a penalty orfine of $100,000 or more;

(ii)           Employeematerially and substantially fails to perform Employee’s job duties properlyassigned to Employee after being provided 30 days prior written notification bythe Board of Directors of Employer setting forth those duties that are notbeing performed by Employee; provided that Employee shall have a reasonabletime to correct any such failures to the extent that such failures arecorrectable and Employer may not terminate Employee for “cause” on the basis onany such failure that is cured within a reasonable time.

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(iii)          Employeehas engaged in willful misconduct or gross negligence in connection with hisservice to Employer or IMH (or any affiliate or related entity of Employer orIMH) that has caused or is causing material harm to Employer or IMH (or anyaffiliate or related entity of Employer or IMH); or

(iv)          Employee’smaterial breach of any of the terms of this Agreement or any other obligationthat Employee owes to Employer or IMH (or any affiliate or related entity ofEmployer or IMH), including a material breach of trust or fiduciary duty or amaterial breach of any proprietary rights and inventions or confidentialityagreement between Employer and Employee or between IMH and Employee (or betweenEmployee and any affiliate or related entity of Employer or IMH)(as suchagreements may be adopted or amended from time to time by Employer andEmployee).

(d)           Bymutual agreement between Employer and Employee;

(e)           Thedate when Employee is declared legally incompetent under the laws of the Stateof California, or if Employee has a mental or physical condition that canreasonably be expected to prevent Employee from carrying out his essentialduties and obligations under this Agreement for a period of greater than sixmonths (any such condition an “Incapacitating Condition”), notwithstandingEmployer’s reasonable accommodations (to the extent required by law);

(f)            Employermay terminate Employee under this Agreement at will (and without cause) uponwritten notice at any time. Unless otherwise provided in such notice, suchtermination shall be effective immediately upon providing written notice toEmployee; or

(g)           Employeemay terminate his employment under this Agreement for Good Reason uponproviding Employer at least 30 days prior written notice of such terminationstating the basis on which Employee has determined that he has Good Reason toterminate his employment; provided that Employer shall have a reasonable timeafter receiving such notice to cure any event that would constitute Good Reasonfor Employee to terminate his employment (provided such event is curable) andEmployee may not terminate his employment for Good Reason on the basis of anysuch event that is cured within a reasonable time. “Good Reason” shall mean:

(i)            theassignment to Employee of duties materially inconsistent with, or a substantialreduction or alteration in, the authority, duties or responsibilities ofEmployee as set forth in this Agreement, without Employee’s prior writtenconsent;

(ii)           theprincipal place of the performance of Employee’s responsibilities and duties ischanged to a location more than 65 miles from the location of such place as ofthe date of this Agreement, without Employee’s prior written consent;

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(iii)          amaterial breach by Employer of this Agreement, including a reduction by Employerof Employee’s Base Salary, without Employee’s prior written consent; or

(iv)          afailure by Employer to obtain from IMH or any acquirer of Employer, before anyAcquisition (as defined below) takes place, an agreement to assume and performthis Agreement.

Good Reason does not include the expiration of theterm of this Agreement on December 31, 2008.

2.3           Exceptas set forth in Section 4, in the event that Employee’s employment isterminated 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 obligationsunder this Agreement, except that Employer shall pay to Employee, or his legalrepresentatives, on the date of termination of employment (the “TerminationDate”) or, with respect to any Bonus Incentive Compensation payments orreimbursement for expenses, as promptly as practical after the TerminationDate, the following:

(a)           Suchcompensation as is due pursuant to Sections 3.1 (a) and 3.1(b)(i)(ii)(iii) proratedthrough the Termination Date;

(b)           Anyexpense reimbursements due and owing to Employee for reasonable and necessarybusiness and entertainment expenses of Employer incurred by Employee prior tothe Termination Date; and

(c)           Thedollar value of all accrued and unused paid time off as defined in Section 3.1(c) that Employee is entitled to through the Termination Date.

2.4           Exceptas set forth in Section 4, in the event that Employee’s employment isterminated pursuant to Section 2.2(f) or 2.2(g), neither Employer norEmployee shall have any remaining duties or obligations under this Agreement,except that Employer shall pay to Employee, or his representatives, the amountsset forth in Section 2.3 at the times set forth in Section 2.3 andthe following (provided that payments for health insurance coverage shall bemade to an insurance provider):

(a)           Anadditional 18 month’s worth of Base Salary as defined in Section 3.1 (a) tobe paid in equal installments over 18 months after Employee signs and deliversto Employer the Waiver and Release Agreement required pursuant to Section 2.5;and

(b)           Premiumsfor continuation of Employee’s health insurance benefit; under Employer’s grouphealth insurance plan, for the 18 month period succeeding the Termination Date(with such health insurance coverage to be at a level and quality equivalent tothe health insurance coverage provided by Employer to Employee

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immediately prior to theTermination Date, “Equivalent Coverage”). Employer agrees to transmit followingthe Termination Date a request (and to join in such request) from Employee toEmployer’s then group health insurance carrier seeking approval to maintainEmployee’s coverage for such period under Employer’s group plan as thoughEmployee were still employed and without reference to COBRA; provided that i)Employer makes no representation concerning any future health insurance carrier’swillingness to consent to such additional coverage; ii) Employer undertakes noobligation to secure such consent. In the event that such consent is not forthcoming,then Employee’s continuation coverage shall be subject to COBRA. Employer shallpay such premiums only so long as (during said 18 month period) Employeeremains eligible for such Equivalent Coverage;

(c)           Fora period of 18 months after the Termination Date occurs, Employee shall be paidin equal installments an amount equal to the average Bonus IncentiveCompensation under Sections 3.1(b)(i)(ii)(iii)(iv) of this Agreement orsimilar Bonus Incentive Compensation under prior Employment Agreements thatEmployee received during the 18 month period that preceded the TerminationDate.

(d)           Thepayments set forth in Sections 2.4(a), (b) and (c) above are referredto herein collectively as the “Severance Payments” and each as a “SeverancePayment.”

2.5           Asa condition precedent of Employee or his estate receiving any Severance Paymentfrom Employer, whether in a lump sum payment or a string of payments or in theform of payment of benefits, Employee or his estate shall, in consideration forpayment of such amount or benefit, sign and deliver to Employer (against theexecution and delivery of the same by the other parties thereto) the form ofWaiver and Release Agreement attached hereto as Exhibit B. SuchWaiver and Release Agreement will not be construed to include any release ofany indemnification rights Employee may have against Employer pursuant toEmployer’s Articles of Incorporation or bylaws, any indemnification agreementor California Labor Code Section 2800.

2.6           ThisAgreement shall not be terminated by Employer merging with or otherwise beingacquired by another entity, whether or not Employer is the surviving entity, orby Employer transferring of all or substantially all of its assets (any suchevent, an “Acquisition”).

2.7           Inthe event of any Acquisition, the surviving entity or transferee, as the casemay be, shall be bound by and shall have the benefits of this Agreement, andEmployer shall not enter into any Acquisition unless the surviving entity ortransferee, as the case may be, agrees to be bound by the provisions of thisAgreement.

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**3.             Compensation.**

 

3.1           Asthe total consideration for Employee’s services rendered hereunder, Employeeshall be entitled to the following during the period that Employee is employedhereunder:

(a)           Abase salary of $250,000 per year (“Base Salary”), payable in equal installmentsbi-weekly on those days when Employer normally pays its employees. Base Salarywill be subject to an annual cost of living adjustment based upon the ConsumerPrice Index (“CPI”) on each annual anniversary date from the date of thisAgreement;

(b)           Totalannual Bonus Incentive Compensation in an annual amount up to $900,000 to beallocated as follows: (i) up to $250,000 based upon quarterly PortfolioCredit Quality goals; as more fully defined in Section 3.1(b)(i); (ii) upto $250,000 based upon quarterly Individual Management Objectives, as morefully defined in Section 3.1(b)(ii); (iii)up to $300,000 based uponQuarterly Production Goals, as more fully defined in Section 3.1(b)(iii);and (iv) up to $100,000 as an Annual Production Incentive, as more fullydefined in Section 3.1(b)(iv). The Bonus Incentive Compensation shall bedetermined quarterly by Employer and shall be paid within Thirty (30) days ofeach quarter end for which the bonus has been earned, with the exception of theAnnual Production Incentive which will be paid, if earned, within Thirty (30)days of year end. 

(i)            **Portfolio Credit Quality Bonus.**Up to$250,000 of the Bonus Incentive Compensation shall be based upon Portfolio CreditQuality which will be mutually agreed upon quarterly by Employee and Employer’sBoard of Directors or their designees in conjunction with the annual businessplan of ICCC. The Portfolio Credit Quality bonus shall be calculated eachquarter by multiplying (i) $62,500 (the maximum attainable quarterlyPortfolio Credit Quality Bonus x (ii) the Bonus Factor based on percentagecompletion of quarterly goals as follows:

| **% Completion of Quarterly  Goals** | ** ** | **Bonus  Factor** | ** ** |
|--------------------------------------|------------|-------------------|------------|
| ** **                           | ** ** | ** **        | ** ** |
| Less than 50%                        |       | 0                 | %          |
|                                 |       |              |       |
| 50 to 75%                            |       | 50                | %          |
|                                 |       |              |       |
| 75.01% to 99.99%                     |       | 75                | %          |
|                                 |       |              |       |
| 100% or more                         |       | 100               | %          |

 

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(ii)           **Individual Management Objectives Bonus.**Upto $250,000 of the Bonus Incentive Compensation shall be based upon quarterlyIndividual Management Objectives which will be mutually agreed upon quarterlyby Employee and Employer’s Board of Directors or their designees in conjunctionwith the annual business plan of ICCC. The Individual Management ObjectivesBonus shall be calculated each quarter by multiplying (i) $62,500 (themaximum attainable quarterly Individual Management Objectives Bonus x (ii) theBonus Factor based on percentage completion of quarterly goals as follows:

| **% Completion of Quarterly  Goals** | ** ** | **Bonus  Factor** | ** ** |
|--------------------------------------|------------|-------------------|------------|
| ** **                           | ** ** | ** **        | ** ** |
| Less than 50%                        |       | 0                 | %          |
|                                 |       |              |       |
| 50 to 75%                            |       | 50                | %          |
|                                 |       |              |       |
| 75.01% to 99.99%                     |       | 75                | %          |
|                                 |       |              |       |
| 100% or more                         |       | 100               | %          |

 

(iii)          **Quarterly Production Goals Bonus.**Up to$300,000 of the Bonus Incentive Compensation shall be based upon QuarterlyProduction Goals which will be mutually agreed upon by Employee and Employer’sBoard of Directors or their designees in conjunction with the annual businessplan of ICCC. The Quarterly Production Goals Bonus shall be calculated eachquarter by multiplying (i) $75,000 (the maximum attainable QuarterlyProduction Goals Bonus x (ii) the Bonus Factor based on percentagecompletion of quarterly goals as follows:

| **% Completion of Quarterly  Goals** | ** ** | **Bonus  Factor** | ** ** |
|--------------------------------------|------------|-------------------|------------|
| ** **                           | ** ** | ** **        | ** ** |
| Less than 75%                        |       | 0                 | %          |
|                                 |       |              |       |
| 75 to 79.99%                         |       | 50                | %          |
|                                 |       |              |       |
| 80% to 89.99%                        |       | 60                | %          |
|                                 |       |              |       |
| 90% to 99.99%                        |       | 80                | %          |
|                                 |       |              |       |
| 100% or more                         |       | 100               | %          |

 

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(iv)          **Annual Production Incentive Bonus.**Up to$100,000 of the Bonus Incentive Compensation shall be based upon an AnnualProduction Incentive which will be mutually agreed upon by Employee andEmployer’s Board of Directors or their designees in conjunction with the annualbusiness plan of ICCC. The Annual Production Incentive bonus shall becalculated yearly by multiplying (i) $100,000 (the maximum attainableAnnual Production Incentive Bonus x (ii) the Bonus Factor based onpercentage completion of annual production goals as follows:

| **% Completion of Annual  Production Goals** | ** ** | **Bonus  Factor** | ** ** |
|----------------------------------------------|------------|-------------------|------------|
| ** **                                   | ** ** | ** **        | ** ** |
| Less than 100%                               |       | 0                 | %          |
|                                         |       |              |       |
| 100% or more                                 |       | 100               | %          |

 

(c)           Employeeshall accrue paid time off during the period he is employed hereunder at therate of four weeks per calendar year, subject to any vacation benefit accrualcap established by Employer (i.e., once the cap has been reached, furtheraccrual shall cease until Employee uses some or all of his accrued time to fallbelow the accrual cap). The timing of Employee’s vacation shall be governed byEmployer’s usual policies applicable to all employees;

(d)           Employeeis entitled to participate in any policies or plans regarding benefits ofemployment, including pension, profit sharing, group health, disabilityinsurance and other employee welfare benefit plans now existing or hereafterestablished to the extent that Employee is eligible under the terms of suchplans. Despite the foregoing, Employee is entitled to participate in any suchplan or program only if the executive officers of Employer generally areeligible to participate in such plan or program. Employer may, in its solediscretion and from time to time, establish additional senior managementbenefit programs as it deems them appropriate. Employee understands that anysuch plans may be modified or eliminated in Employer’s sole discretion in accordancewith applicable law; and

(e)           Suchother benefits as the Board of Directors of Employer, in its sole discretion,may from time to time provide.

3.2           Duringthe period that Employee is employed hereunder, Employer shall reimburseEmployee for reasonable and necessary business and entertainment expensesincurred by Employee on behalf of Employer in connection with the performanceof Employee’s duties hereunder.

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3.3           Thereshall be no other automatic adjustments to any of the compensation paid toEmployee under this Agreement other than as described in Section 3.1 (a) .

3.4           Employershall have the right to deduct from the compensation due to Employee hereunderany and all sums required for social security and withholding taxes and for anyother federal, state, or local tax or charge which may be in effect orhereafter enacted or required as a charge on the compensation of Employee.

3.5           Duringthe period that Employee is employed hereunder, Employer shall pay to Employeean automobile allowance in the annualized amount of $6,000 to be paid inbi-weekly increments (prorated for any partial month during the employmentperiod).

3.6           Employershall maintain Directors and Officers insurance, and such coverage shall besubstantially similar to coverage provided by Employer’s affiliates and relatedentities.

**4.             Non-Competition.**

 

4.1           Atall times during Employee’s employment hereunder, and, if Employee’s employmentis terminated pursuant to Section 2.2(f) or 2.2(g), during the 18month period of time after such termination (the “Post-Termination PaymentPeriod”) and in consideration for any and all payments and benefits provided toEmployee pursuant to this Agreement, during the Post-Termination PaymentPeriod, 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 businessorganization, entity or enterprise (whether as an employee, officer, director,member, agent, security holder, creditor, consultant or otherwise) that engagesin any activity in those geographic areas where Employer conducts the Business,which activity is the same as, similar to, or competitive with any activityengaged in by Employer (wholesale or retail lending operation for commercial ormultifamily loans of $250,000 up to $5,000,000 or such other business asEmployer may engage in). Notwithstanding the foregoing, Employee may elect atany point during the Post-Termination Payment Period to forego any futureremaining payments or benefits payable under Section 2.4, in which casethe limitations set forth in this Section 4.1 shall terminate at the timeof such election.

4.2           Nothingcontained in Section 4.1 shall be deemed to preclude Employee frompurchasing or owning, directly or beneficially, as a passive investment, lessthan five percent of any class of publicly traded securities of any entity solong as Employee does not actively participate in or control, directly orindirectly, any investment or other decisions with respect to such entity.

**5.             No Compensation from Related Entities.**

 

Without prior writtenapproval from Employer’s Board of Directors, Employee shall not directly orindirectly receive compensation from any company with whom Employer or any ofits affiliates (as “affiliate” is defined in Rule 405 promulgated underthe Securities Act of 1933) has any financial, business or affiliatedrelationship.

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**6.             Confidentiality;Non-Solicitation and Proprietary Rights.**

Concurrently with signingthis Agreement, Employee and Employer will sign a Proprietary Rights andInventions Agreement in the form attached hereto as EXHIBIT C (the “ProprietaryRights and Inventions Agreement”).

**7.             Copies of Agreement.**

Employee authorizesEmployer to send a copy of the Proprietary Rights and Inventions Agreement toany and all future employers which Employee may have, and to any and allpersons, firms, and corporations, with whom Employee may become affiliated in abusiness or commercial enterprise, and to inform any and all such employers,persons, firms or corporations that Employer intends to exercise its legalrights should Employee breach the terms of the Proprietary Rights andInventions Agreement or should another party induce a breach of that agreement onEmployee’s part.

**8.             Severable Provisions.**

The provisions of thisAgreement are severable and if any one or more provisions is determined to beillegal or otherwise unenforceable, in whole or in part, the remainingprovisions, and any partially unenforceable provisions to the extentenforceable, shall nevertheless be binding and enforceable.

**9.             Arbitration.**

To the fullest extentallowed 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’semployment or the cessation of that employment will be submitted to final andbinding arbitration in Orange County, California for determination inaccordance with the American Arbitration Association’s (“AAA”) National Rules forthe Resolution of Employment Disputes, as the exclusive remedy for suchcontroversy, claim or dispute. In any such arbitration, the parties may conductdiscovery to the same extent as would be permitted in a court of law. Thearbitrator shall issue a written decision, and shall have full authority toaward all remedies which would be available in court. The arbitrator shall berequired to determine all issues in accordance with existing case law and thestatutory laws of the State of California. Employer shall pay the arbitrator’sfees and any AAA administrative expenses. In the event Employee files a claimto collect unpaid payments or benefits payable under Section 2.4, theprevailing party shall be awarded reasonable attorneys fees and costs. Anyjudgment upon the award rendered b, the arbitrator(s) may be entered inany court having jurisdiction thereof. Possible disputes covered by the aboveinclude unpaid wages, breach of contract, torts, violation of public policy,discrimination, harassment, or any other employment-related claims under lawsincluding Title VII of the Civil Rights Act of 1964, the Americans WithDisabilities Act, the Age Discrimination in Employment Act, the California FairEmployment and Housing Act, the California Labor Code, and any other federal orstate constitutional provisions, statutes or laws relating to an employee’srelationship with his

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employer. However,claims for workers’ compensation benefits and unemployment insurance (or anyother claims where mandatory arbitration is prohibited by law) are not coveredby this arbitration agreement, and such claims may be presented to the appropriatecourt or government agency. BY AGREEING TO THIS MUTUAL AND BINDING ARBITRATIONPROVISION, BOTH EMPLOYEE AND EMPLOYER GIVE UP ALL RIGHTS TO TRIAL BY JURY. Thisarbitration policy is to be construed as broadly as is permissible underrelevant law. EMPLOYER AND EMPLOYEE HAVE READ THIS SECTION 9 AND IRREVOCABLYAGREE TO ARBITRATE ANY DISPUTE IDENTIFIED ABOVE.
|        | /s/ RJJ                  |   | /s/ WDE                  |
|--------|--------------------------|--------|--------------------------|
|   | Employer’s Initials |   | Employee’s Initials |

 

**10.          Injunctive Relief.**

The parties hereto agreethat any breach or threatened breach of Section 4 of this Agreement or theProprietary Rights and Inventions Agreement will cause substantial andirreparable damage to Employer in an amount and of a character difficult toascertain. Accordingly, to prevent any such breach or threatened breach, and inaddition to any other relief to which Employer may otherwise be entitled,Employer will be entitled to immediate temporary, preliminary and permanentinjunctive relief through appropriate legal proceedings in any arbitration, withoutproof of actual damages that have been incurred or may be incurred by Employerwith respect to such breach or threatened breach. Employee expressly agreesthat Employer will not be required to post any bond or other security as acondition to obtaining any injunctive relief pursuant to this Section 10, andEmployee expressly waives any right to the contrary. Employee agrees that thisSection 10 is without prejudice to the rights of the parties to compelarbitration pursuant to Section 9.

**11.          Entire Agreement.**

This Agreement and theExhibits attached hereto contain the entire agreement of the parties relatingto the subject matter hereof, and the parties hereto have made no agreements,representations or warranties relating to the subject matter of this Agreementthat are not set forth otherwise herein or the Exhibits attached hereto. ThisAgreement supersedes any and all prior agreements, written or oral, withEmployer relating to Employees employment with Employer and any other subjectmatter of this Agreement. Any such prior agreements are hereby terminated andof no further effect and Employee, by the execution hereof, agrees that anycompensation provided for under any such prior agreement is specificallysuperseded and replaced by the provision of this Agreement; subject to thefollowing: (i) any and all compensation previously deferred under anypre-existing deferred compensation plan shall immediately be paid to Employeewithout condition or limitation; and (ii) this Agreement is not intended to supercede,cancel or replace any stock option or dividend equivalent right payments thatEmployee may have or otherwise be entitled to receive. The parties hereto agreethat in no event shall an oral modification of this Agreement be enforceable orvalid.

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**12.          Governing Law.**

This Agreement is andshall be governed and construed in accordance with the laws of the State ofCalifornia, regardless of any laws on choice of law or conflicts of law of anyjurisdiction.

**13.          Notice.**

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.
|        | If to Employer: | Impac Commercial Capital Corporation              |   |   |
|--------|-----------------|---------------------------------------------------|--------|--------|
|   |            | 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: | Ernest W. Klatte, III, Esq.                       |   |   |
|   |            | Rutan & Tucker, L.L.P.                        |   |   |
|   |            | 611 Anton Blvd., 14th Floor                       |   |   |
|   |            | Costa Mesa, California 92626                      |   |   |
|   |            | Telephone: (714) 641-5100                         |   |   |
|   |            | Facsimile: (714) 546-9035                         |   |   |
|   |            |                                              |   |   |
|   | If to Employee: | William D. Endresen                               |   |   |
|   |            |                                              |   |   |
|   |            |                                              |   |   |
|   |            |                                              |   |   |
|   | With a copy to: | Richard K Zepfel, Esq.                            |   |   |
|   |            |                                              |   |   |
|   |            | Payne & Fears, LLP                            |   |   |
|   |            | 4 Park Plaza Ste 1100                             |   |   |
|   |            | Irvine, CA 92614                                  |   |   |
|   |            | Telephone: (949) 851-1100                         |   |   |
|   |            | Facsimile: (949) 851-1212                         |   |   |

** **

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**14.          Amendments And Waivers.**

This Agreement may not beamended, modified, superseded, canceled, or any terms waived, except by writteninstrument signed by both parties, or in the case of waiver, by the party to becharged.

**15.          Successor and Assigns.**

This Agreement is notassignable by Employee, nor by Employer except to an affiliated or successorentity. This Agreement is binding on the parties’ heirs, executors,administrators, other legal representatives, successors, and, to the extentassignable, their assigns.

**16.          Representations.**

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

**17.          Counterparts; Facsimile Signatures.**

This Agreement may beexecuted in any number of counterparts, each of which shall be deemed anoriginal for all purposes. This Agreement may be executed by a party’ssignature transmitted by facsimile (“fax”), and copies of this Agreementexecuted and delivered by means of faxed signatures shall have the same forceand effect as copies hereof executed and delivered with original signatures.All parties hereto may rely upon faxed signatures as if such signatures wereoriginals. Any party executing and delivering this Agreement by fax shallpromptly thereafter deliver a counterpart signature page of this Agreementcontaining said party’s original signature. All parties hereto agree that afaxed signature page may be introduced into evidence in any proceeding arisingout of or related to this Agreement as if it were an original signature page.

**18.          Rules of Construction.**

This Agreement has beennegotiated by the parties and is to be interpreted according to its fairmeaning as if the parties had prepared it together and not strictly for oragainst any party. References in this Agreement to “Sections” refer to Sectionsof this Agreement, unless the context expressly indicates otherwise. Referencesto “provisions” of this Agreement refer to the terms, conditions, restrictionsand promises contained in this Agreement. References in this Agreement to lawsand regulations refer to such laws and regulations as in effect on this dateand to the corresponding provisions, if any, of any successor law orregulation. At each place in this Agreement where the context so requires, themasculine, feminine or neuter gender includes the others and the singular orplural number includes the other. Forms of the verb “including” mean “includingwithout limitation” unless the context expressly indicates otherwise. “Or” isinclusive and includes “and” unless the context expressly indicates otherwise.The introductory headings at the beginning of Sections of this Agreement aresolely for the convenience of the parties and do not affect any provision ofthis Agreement.

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IN WITNESS WHEREOF, thisAgreement is executed as of the day and year first above written.
|        |   | “EMPLOYER”                                            |
|--------|--------|-----------------------------------------------------------------|
|   |   |                                                            |
|   |   | IMPAC COMMERCIAL CAPITAL  CORPORATION, a California corporation |
|   |   |                                                            |
|   |   | By:                                                             | /s/ Richard J. Johnson |   |
|   |   | Name:                                                           | Richard J. Johnson |   |
|   |   | Title:                                                          | EVP, CFO |   |
|   |   |                                                            |
|   |   |                                                            |
|   |   | “EMPLOYEE”                                            |
|   |   |                                                            |
|   |   | /s/ William D. Endresen                                         |
|   |   | WILLIAM D. ENDRESEN                                             |
|        |        |                                                                 |  |  |  |  |  |  |

 

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**EXHIBIT A**

**JOB DESCRIPTION ANDRELATED ENTITIES**

**President, Impac Commercial CapitalCorporation**

Overseethe day to day operations of the Organization in support of policies, goals andobjectives established by the Board of Directors of Employer, and the President,COO and CEO of Impac Mortgage Holdings, Inc. For purposes of this Exhibit A,“Organization” means Employer and any affiliates or related entities ofEmployer for whom Employee is requested to provide services pursuant to theEmployment Agreement by and between Employer and Employee dated as of January31, 2006 (the “Agreement”).

Provide vision for the Organization and assumeresponsibility for its development, growth and success. Participate in the oversight, management andadministration of Employer, either directly or through supervision of seniormanagers.

Manageand supervise senior management and staff members that report to the President.

Major Responsibilitiesinclude:

·                   Regularlyreport to the President, COO and CEO of Impac Mortgage Holdings, Inc. andthe Employer’s Board of Directors on the status of Employer in achieving it’sbusiness plan and goals; 

·                   Responsible forreviewing Underwriting Guidelines, Policy and Procedures and Quality ControlGuidelines;

·                   Responsible fordeveloping and maintaining relationships with approved broker/correspondents; 

·                   Assuring theprofitable operation through production, pricing and meeting securitizationrequirements; 

·                   Decision makingand providing direction as required; and 

·                   Member ofEmployer’s Executive Committee.

SpecificTasks include:

·                   Provide monthlyreports to the President, CFO and CEO of Impac Mortgage Holdings, Inc. andto the Board of Directors of Employer;

·                   Provide finalapproval of all Employer’s loan requests; 

·                   Direct regularManagement meetings;

·                   Coordinate andcommunicate corporate objectives;

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·                   Oversee QualityControl Department; and

·                   Approve newloan products and pricing strategies. 

Employee acknowledges,understands and agrees that Employee will be requested by Employer to devotesome or all of Employee’s time and effort during the term of employmentpursuant to the Agreement (and consistent with the above job descriptions) tothe businesses of Employer’s affiliates or related entities pursuant to certainagreements between and among Employer and such affiliates or related entities.Such affiliates and related entities include, but are not limited to, thefollowing: Impac Mortgage Holdings, Inc., Impac Funding Corporation.,Impac Warehouse Lending Group, IMH Assets Corp., Novelle FinancialServices, Inc., Impac Lending Group, Impac Secured Assets Corp., ImpacMortgage Acceptance Corp., and Impac Foundation.

Employee furtherunderstands and acknowledges that, pursuant to the Agreement, Employee may bedirected by Employer to provide services consistent with the above jobdescriptions to additional real estate investment trusts or other entitieswhich Employer establishes or with which Employer affiliates or becomes relatedand for which there exists an agreement with Employer or any of the aboveentities to provide such services.

Employee understands andacknowledges that Employee’s obligations under the Agreement, includingEmployee’s duties under Section 4 thereof and the Proprietary Rights andInventions Agreement entered into pursuant to Section 6 thereof, shallapply and extend to Employee’s knowledge of the business of Employer’saffiliates or related entities and any trade secret or other confidential orproprietary information relating to same.

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**EXHIBIT B**

**WAIVER AND RELEASEAGREEMENT**

For full and valuableconsideration, including, but not limited to, severance payments made and to bemade by Impac Commercial Capital Corporation and any affiliate or relatedentity of Impac Commercial Capital Corporation (collectively, “Employer”) toWilliam D. Endresen (“Employee”) pursuant to the Employment Agreement betweenEmployer and Employee dated as of January 1, 2006 (the “EmploymentAgreement”), Employee, on the one part, and Employer and Guarantor on the otherpart, hereby enter into this Waiver and Release Agreement (“Waiver”), and eachagrees to waive and release the other and, as the case may be, the other’sstockholders, directors, officers, employees, affiliates, agents, successorsand assigns, if any, from all known and unknown claims, agreements orcomplaints 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 eachparty’s respective rights and obligations under Sections 2.3, 2.4 and 4.1 ofthe Employment Agreement, and the Proprietary Rights and Inventions Agreement),and any other federal or state constitutional provisions, statutes or lawsrelating to an employee’s relationship with his employer, including, but notlimited to, Title VII of the Civil Rights Act of 1964, the Employee RetirementIncome Security Act, the Age Discrimination in Employment Act, the AmericansWith Disabilities Act, the California Fair Employment and Housing Act, and theCalifornia Labor Code.

This Waiver shall notinclude a waiver of any of the following: (i) any right to defense and/orindemnification that Employee may have under California Labor Code section 2802,or under any defense and indemnification policy or agreement; (ii) anyclaim for breach of any pension, 401k 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 intentionalinterference with prospective employment or business advantage.

This Waiver includes awaiver of any rights the parties may have under Section 1542 of theCalifornia Civil Code, which states:

“A general release does not extend to claims which thecreditor does not know or suspect to exist in his favor at the time ofexecuting the release, which if known by him must have materially affected hissettlement with the debtor.”

Employee’s Waiver isconditioned upon Employer and Guarantor’s performance of all of their severanceobligations pursuant to Sections 2.3 and 2.4 of the Employment Agreement. Inthe event that Employer materially breaches its severance obligations under theEmployment Agreement, then Employee shall be entitled to pursue any claims asthough this Waiver did not exist, and the statute of limitations for any suchclaims shall be deemed to have been tolled during the period from the date ofEmployee’s termination through the date Employer breached it obligations.

Employer and Guarantor’sWaiver is conditioned upon Employee’s performance of all of his obligationspursuant to Section 4.1 of the Employment Agreement. In the event that

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Employeematerially breaches his noncompete obligations under the Employment Agreement,then Employer shall be entitled to pursue any claims as though this Waiver didnot exist, and the statute of limitations for any such claims shall be deemedto have been tolled during the period from the date of Employee’s terminationthrough the date Employee breached his obligations. The parties to this Waivereach acknowledge that each may hereafter discover facts different from or inaddition 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 aboverelease, and the parties expressly agree that this Waiver shall be and remaineffective in all respects regardless of such additional or different facts.

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

Capitalized terms nototherwise defined herein shall have the meanings set forth in the EmploymentAgreement.
| Dated: |   |                                  |   |
|--------|--------|---------------------------------------|--------|
|   |   |                                  |
|   |   | WILLIAM D. ENDRESEN                   |
|   |   |                                  |
|   |   |                                  |
|   |   |                                  |
|   |   |                                  |
|   |   | IMPAC COMMERCIAL CAPITAL  CORPORATION |
|   |   |                                  |
|   |   | By:                                   |   |
|   |   | Print Name:  Richard J. Johnson       |
|   |   | Title: EVP, CFO                       |   |
|        |        |                                       |        |  |  |

 

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**EXHIBIT C**

**PROPRIETARY RIGHTS ANDINVENTIONS AGREEMENT**

In consideration of myemployment by Impac Commercial Capital Corporation, a California corporation(the “Company”), and the compensation I receive from the Company, I agree tocertain restrictions placed by the Company on my use and development ofinformation and technology, as more fully set out below.

1.             ProprietaryInformation. I understand that the Company possesses and will possessProprietary Information which is important to its business. For purposes ofthis Agreement, “Proprietary Information” is information that was or will bedeveloped, created, or discovered by or on behalf of the Company or any of itsaffiliates or related entities, or which became or will become known by, or wasor is conveyed to the Company, which has commercial value in the Company’sbusiness or the business of any of the Company’s affiliates or relatedentities, unless (i) the information is or becomes publicly known throughlawful means; (ii) the information was rightfully in my possession or partof my general knowledge prior to my employment by the Company as specificallyidentified and disclosed by me in Exhibit A attached hereto; or(iii) the information is disclosed to me without confidential or proprietaryrestriction by a third party who rightfully possesses the information (withoutconfidential or proprietary restriction) and who did not learn of it directlyfrom the Company or any of its affiliates or related entities.

Proprietary Informationincludes information (whether conveyed orally or in writing) relating to(i) client/customer lists, vendor lists or other lists or compilationscontaining client, customer or vendor information; (ii) information aboutinvestment techniques or strategies, investment research or analysis, businesstechniques or strategies, processes, costs, profits, markets, marketing plans,forecasts, sales or commissions; (iii) plans for new investment techniquesand strategies; (iv) the compensation, performance and terms of employmentof other employees; (v) all other information that has been or will begiven to me in confidence by the Company (or any affiliate or related entity ofthe Company); (vi) software in various stages of development, and anydesigns, drawings, schematics, specifications, techniques, models, data, sourcecode, algorithms, object code, documentation, diagrams, flow charts, researchdevelopment, processes and procedures relating to any software; (vii) anydocuments, books, papers, drawings, schematics, models, sketches, computerprograms, databases or other data, including electronic data recorded orretrieved by any means, that contain any Proprietary Information; and(viii) any information described above which the Company or any of itsaffiliates or related entities obtains from another party and which the Companyor any of its affiliates or related entities treats as proprietary ordesignates as Proprietary Information.

2.             CompanyMaterials. I understand that the Company and its affiliates and relatedentities possess or will possess “Company Materials” which are important totheir respective businesses. For purposes of this Agreement, “CompanyMaterials” are documents or other media or tangible items that contain orembody Proprietary Information or any other information concerning thebusiness, operations or plans of the Company or any of its affiliates orrelated entities, whether such documents have been prepared by me or by others.“Company Materials” include charts, graphs, notebooks, customer lists, computersoftware, media or printouts, sound recordings and other printed, typewrittenor handwritten documents, as well as financial models and the like.

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3.             IntellectualProperty.

3.1           AllProprietary Information and all right, title and interest in and to anypatents, patent rights, copyrights, trademark rights, mask work rights, tradesecret rights, and all other intellectual and industrial property andproprietary rights that currently exist or may exist in the future anywhere inthe world (collectively “Rights”) in connection therewith shall be the soleproperty of the Company or its affiliates or related entities, as the case maybe. I hereby assign to the Company any Rights I may have or acquire in suchProprietary Information. At all times, both during my employment with theCompany and after its termination, I will keep in confidence and trust and willnot use or disclose any Proprietary Information or anything relating to itwithout the prior written consent of an officer of the Company except as may benecessary and appropriate in the ordinary course of performing my duties to theCompany. The disclosure restrictions of this Agreement shall not apply to anyinformation that I can document is generally known to the public through nofault of mine. Nothing contained herein will prohibit me from disclosing toanyone the amount my wages.

3.2           AllCompany Materials shall be the sole property of the Company. I agree thatduring my employment with the Company, I will not remove any Company Materialsfrom the business premises of the Company or deliver any Company Materials toany person or entity outside the Company, except as I am required to do inconnection with performing the duties of my employment. I further agree that,immediately upon the termination of my employment by me or by the Company forany reason, or for no reason, or during my employment if so requested by theCompany, I will return all Company Materials, apparatus, equipment and otherphysical property, and any reproduction of such property, excepting only(i) my personal copies of records relating to my compensation and(ii) my copy of this Agreement.

3.3           I agreethat all “Inventions” (which term includes patentable or nonpatentableinventions, original works of authorship, derivative works, trade secrets,trademarks, copyrights, service marks, discoveries, patents, technology,algorithms, computer software, application programming interfaces, protocols,formulas, compositions, ideas, designs, processes, techniques, know-how, dataand all improvements, rights and claims related to the foregoing), which Imake, conceive, reduce to practice or develop (in whole or in part, eitheralone or jointly with others) during my employment, shall be the sole propertyof the Company to the maximum extent permitted by Section 2870 of theCalifornia Labor Code. I hereby assign, without further consideration, all suchInventions to the Company (free and clear of all liens and encumbrances), andthe Company shall be the sole owner of all Rights in connection therewith. Noassignment in this Agreement shall extend to Inventions, the assignment ofwhich is prohibited by Labor Code Section 2870, which states:

Any provision in an employment agreement whichprovides that an employee shall assign, or offer to assign, any of his or herrights in an invention to his or her employer shall not apply to an inventionthat the employee developed entirely on his or her own time without using theemployer’s equipment, supplies, facilities, or trade secret information exceptfor those inventions that either:

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1.                                       Relateat the time of conception or reduction to practice of the invention to theemployer’s business, or actual or demonstrably anticipated research ordevelopment of the employer.

2.                                       Resultfrom any work performed by the employee for the employer.

I acknowledge that alloriginal works of authorship which are made by me (in whole or in part, eitheralone or jointly with others) within the scope of my employment and which areprotectable by copyright are “works made for hire,” as defined in the UnitedStates Copyright Act (17 USCA, Section 101). 1 will not discloseInventions 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.

3.4           I agree todisclose promptly to the Company all Inventions and relevant records, whichrecords will remain the sole property of the Company. I further agree that allinformation and records pertaining to any idea, process, trademark, servicemark, invention, technology, computer program, original work or authorship,design, formula, discovery, patent, or copyright that I do not believe to be anInvention, but is conceived, developed, or reduced to practice by me (in wholeor in part, either alone or jointly with others) during my employment, shall bepromptly disclosed to the Company (such disclosure to be received inconfidence). I will also disclose to the Company all Inventions conceived,reduced to practice, used, sold, exploited or developed by me (in whole or inpart, either alone or jointly with others) within one (1) year of thetermination of my employment with the Company (“Presumed Inventions”); suchdisclosures shall be received by the Company in confidence, to the extent theyare not assigned to the Company in Section 3.3, and do not extend suchassignment. Because of the difficulty of establishing when any PresumedInvention is first conceived or developed by me, or whether it results fromaccess to Proprietary Information or the Company’s equipment, facilities, anddata, I agree that all Presumed Inventions and all Rights associated therewithshall be presumed to be Inventions subject to assignment underSection 3.3. I can rebut this presumption if I prove that a PresumedInvention is not an Invention subject to assignment under Section 3.3.

3.5           I agree toperform, during and after my employment, all acts deemed necessary or desirableby the Company to permit and assist it, at the Company’s expense, inevidencing, perfecting, obtaining, maintaining, defending and enforcing Rightsor my assignment with respect to such Inventions in any and all countries.Should the Company be unable to secure my signature on any document necessaryto apply for, prosecute, obtain, enforce or defend any Rights relating to anyassigned Invention, whether due to my mental or physical incapacity or anyother cause, I hereby irrevocably designate and appoint the Company and itsduly authorized officers and agents, as my agents and attorneys-in-fact, withfull power of substitution, to act for and in my behalf and instead of me, toexecute and file any documents and to do all other lawfully permitted acts tofurther the above purposes with the same legal force and effect as if executedby me.

3.6           Anyassignment of copyright hereunder (and any ownership of a copyright as a workmade for hire) includes all rights of paternity, integrity, disclosure andwithdrawal and any other rights that may be known as or referred to as “moralrights” (collectively “Moral Rights”). To the extent such Moral Rights cannotbe assigned under applicable law and to the

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extent the following isallowed by the laws in the various countries where Moral Rights exist, I herebywaive such Moral Rights and consent to any action of the Company that wouldviolate such Moral Rights in the absence of such waiver and consent. I willconfirm any such waivers and consents from time to time as requested by theCompany.

3.7           Attachedhereto as Exhibit A is a complete list of all existing Inventions to whichI claim personal ownership of as of the date of this Agreement and that Idesire to specifically clarify are not subject to this Agreement, and Iacknowledge and agree that such list is complete. If no such list is attachedto this Agreement, I represent that I have no such Inventions at the time ofsigning this Agreement.

3.8           Iunderstand that nothing in this Agreement is intended to expand the scope ofprotection provided me by Sections 2870 through 2872 of the California LaborCode.

4.             PriorActions and Knowledge. I represent and warrant that from the time of myfirst contact or communication with the Company, I have held in strictconfidence all Proprietary Information and have not (i) disclosed anyProprietary Information or delivered any Company Materials to anyone outside ofthe Company or any affiliate or related entity of the Company, or(ii) used, copied, published, or summarized any Proprietary Information orremoved any Company Materials from the business premises of the Company, exceptto the extent necessary to carry out my responsibilities as an employee of theCompany.

5.             Non-Solicitationof Employees. I agree that for a period of eighteen months following thetermination of my employment with the Company, I will not, on behalf of myselfor any other person or entity, solicit the services of any person who wasemployed by the Company or any affiliate or related entity of the Company onthe date of my termination of employment or at any time during the six monthperiod prior to the termination of my employment.

6.             NoConflict with Obligations to Third Parties. I represent that my performanceof all the terms of this Agreement will not breach any agreement to keep inconfidence proprietary or confidential information acquired by me in confidenceor 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 inconflict 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 ofthe Company under the California Uniform Trade Secrets Act. I recognize that myviolation of this Agreement could cause the Company irreparable harm, theamount of which may be extremely difficult to estimate, making any remedy at lawor in damages inadequate. Therefore, I agree that the Company shall have theright to apply to any court of competent jurisdiction for an order restrainingany breach or threatened breach of this Agreement and for any other relief theCompany deems appropriate. This right shall be in addition to any other remedyavailable to the Company.

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

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

10.           SeverableProvisions. The provisions of this Agreement are severable and if any oneor more provisions is determined to be illegal or otherwise unenforceable, inwhole or in part, the remaining provisions, and any partially unenforceableprovisions to the extent enforceable, shall nevertheless be binding andenforceable.

11.           Successorsand Assigns. This Agreement shall be effective as of the date I executethis Agreement and shall be binding upon me, my heirs, executors, assigns, andadministrators 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 ofcounterparts, each of which shall be deemed an original for all purposes. ThisAgreement may be executed by a party’s signature transmitted by facsimile (“fax”),and copies of this Agreement executed and delivered by means of faxedsignatures shall have the same force and effect as copies hereof executed anddelivered with original signatures. All parties hereto may rely upon faxedsignatures as if such signatures were originals. Any party executing anddelivering this Agreement by fax shall promptly thereafter deliver acounterpart signature page of this Agreement containing said party’soriginal signature. All parties hereto agree that a faxed signature page maybe introduced into evidence in any proceeding arising out of or related to thisAgreement as if it were an original signature page.

13.           Rules ofConstruction. This Agreement has been negotiated by the parties and is tobe interpreted according to its fair meaning as if the parties had prepared ittogether and not strictly for or against any party. References in thisAgreement to “Sections” refer to Sections of this Agreement, unless the contextexpressly indicates otherwise. References to “provisions” of this Agreementrefer to the terms, conditions, restrictions and promises contained in thisAgreement. References in this Agreement to laws and regulations refer to suchlaws 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 Agreementwhere the context so requires, the masculine, feminine or neuter genderincludes the others and the singular or plural number includes the other. Formsof the verb “including” mean “including without limitation” unless the contextexpressly indicates otherwise. “Or” is inclusive and includes “and” unless thecontext expressly indicates otherwise. The introductory headings at thebeginning of Sections of this Agreement are solely for the convenience of theparties and do not affect any provision of this Agreement.

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

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I HAVE READ THISAGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH ITIMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEENMADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT OTHER THAN THE PROMISES ANDREPRESENTATIONS EXPRESSLY STATED IN THIS AGREEMENT AND IN THE EMPLOYMENTAGREEMENT ENTERED INTO BETWEEN ME AND THE COMPANY CONCURRENTLY HEREWITH. I HAVECOMPLETELY NOTED ON EXHIBIT A TO THIS AGREEMENT ANY PROPRIETARY INFORMATION ANDINVENTIONS THAT I DESIRE TO EXCLUDE FROM THIS AGREEMENT.
| Dated as of: January 1,  2006                               |                 |
|------------------------------------------------------------------|----------------------|
|                                                             | WILLIAM D.  ENDRESEN |
|                                                             |
| Accepted and  Agreed to:                                         |
|                                                             |
| IMPAC COMMERCIAL  CAPITAL  CORPORATION, a California corporation |
|                                                             |
| By:                                                              |                 |   |
|                                                             |                 |   |   |
| Name:                                                            | Richard J.  Johnson  |   |   |
|                                                             |
| Title:                                                           | EVP, CFO             |   |   |
|                                                                  |                      |  |  |  |  |  |  |  |

 

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**EXHIBIT D**

**EMPLOYEE’S DISCLOSURE**

Gentlemen:

1.             Exceptfor the information and ideas listed below that rightfully became part of mygeneral knowledge prior to my first contact or communication with the Companyor any of its affiliates or related entities, I represent that I am not in thepossession of and have no knowledge of any information that can be consideredthe Proprietary Information of Impac Commercial Capital Corporation, aCalifornia corporation (the “Company”), other than information disclosed by Companyor any of its affiliates or related entities during my employment negotiationsor my prior employment with the Company or any of its affiliates or relatedentities, which I understand and agree is the Proprietary Information ofCompany or its affiliates or related entities, as the case may be.
|   |
|--------|
|   |

 

2.             Exceptfor the complete list of Inventions set forth below, I represent that I (inwhole or in part, either alone or jointly with others) have not made,conceived, developed or first reduced to practice any Inventions relevant tothe subject matter of my employment with the Company prior to my employmentwith the Company or any of its affiliates or related entities.
|        |   | No Inventions               |                 |
|--------|--------|-----------------------------|----------------------|
|   |   |                        |                 |
|   |   | See below:                  |                 |
|   |   |                        |                 |
|   |   |                        |                 |
|   |   |                        |                 |
|   |   |                        |                 |
|   |   |                        |                 |
|   |   |                        |                 |
|   |   | Additional  sheets attached |                 |
|   |   |                        |                 |
|   |   |                        |                 |
|   |   |                        | WILLIAM D.  ENDRESEN |
|        |        |                             |                      |  |

 

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