Unassociated Document


    
      Exhibit
10.7

       

    

    
      Amendment
to Selling Agreement

    

    
       

      This
Amendment to Selling Agreement (“Amendment”), which is
effective as of January 1, 2009, amends that certain Selling Agreement (the
“Selling
Agreement”) dated April 25, 2007 by and between [*] and Investors Mortgage
Holdings, Inc. (“IMH”).

    

    
       

      Recitals

    

    
       

      
        	
              	
                1.

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      related were withdrawn from the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

              


      

    

    
       

      
        	
              	
                2.

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

              


      

    

    
       

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

    

    
       

      B. Additional Compensation for
Broker. [*]/Brokers are also entitled
to a Pro Rata Share of 50% of Net Recovery Proceeds earned and received by IMH.
The term “Net Recovery
Proceeds,” as used in this Section VI.B., is defined as that amount
earned and received by IMH after August 1, 2009, pursuant to the Operating
Agreement of the LLC, which provides that the LLC shall pay IMH 25% of late
fees, penalties, or any net proceeds from the sale of a foreclosed or related
asset after payment to the LLC of its principal and the contractual note rate
interest due in connection with the loan or asset associated with the foreclosed
asset. “Pro Rata
Share,” as used in this Section VI.B., is defined as that amount equal to
50 basis points (0.5%) annualized, of capital (excluding reinvestments and net
of redemptions) that was invested in the LLC as a result of sales of Units by
[*]/Brokers (the “[*] Trailing Compensation”) as of
the date of receipt of Net Recovery Proceeds (the “Receipt Date”)
divided by the total amount of all such similar compensation due to all
Broker-Dealers at the Receipt Date.

    

    
       

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

    

    
       

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

    

    
       

    

    
      	
              [*]

            	 	 	
              Investors
      Mortgage Holdings, Inc.

            	 
	
              [*]

            	 	 	
              4900
      N. Scottsdale Road

            	 
	
              [*]

            	 	 	
              Suite
      5000

            	 
	 
      	 	 	
              Scottsdale,
      Arizona 85251

            	 
	 
      	 	 	 
      	 
	
              
                [*]

              

            	 	 	
              /s/
      William G. Meris

            	 
	
              
                By:
      [*]

              

            	 	 	
              By:
      William G. Meris

            	 
	
              
                Its:
      President

              

              
                 

              

            	 	 	
              Its:
      President

            	 


    

    
      


    

    [*]
= INDICATES THAT CERTAIN INFORMATION CONTAINED HEREIN HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO 17 CFR
230.406. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED
PORTION.