Exhibit 10.49

     Sale and Transfer Agreement, dated February 20, 2001, between Prime and
Impac Funding Corp., relating to the sale of 200,000 shares of the Impac
Preferred Stock

<PAGE>


                                  EXHIBIT 10.49



     Sale and Transfer Agreement, dated February 20, 2001, between Prime and
Impac Funding Corp., relating to the sale of 200,000 shares of the Impac
Preferred Stock

                           SALE AND TRANSFER AGREEMENT

      SALE AND TRANSFER AGREEMENT (the "Agreement"), made as of the ___th day of
February 2001, by and among Prime Acquisition Corp. (the "Seller"), Impac
Funding Corp. ("Buyer" ), in connection with the sale and transfer of shares of
Series C Cumulative Convertible Preferred Stock (the "Series C Preferred") of
Impac Mortgage Holdings, Inc., (the "Company").

     1.   On the date hereof (the "Effective Date"), (i) the Seller shall
          deliver to the Company a certificate, duly endorsed to the Company,
          representing 800,000 shares of Series C Preferred; (ii) Buyer shall
          deliver to the Seller $5,000,000 plus interest thereon at the rate of
          10.5% per annum from January 1, 2001 to the Effective Date by wire
          transfer in immediately available funds; and (iii) upon confirmation
          by Seller of receipt of the funds specified in the preceding clause
          (ii), the Company shall issue to the Seller a certificate representing
          600,000 shares of Series C Preferred, and a certificate to Buyer
          representing 200,000 shares of Series C Preferred.

     2.   Seller represents and warrants to Buyer that it has valid and
          marketable title to the shares of Series C Preferred being sold
          hereby, and shall deliver such shares of Series C Preferred free and
          clear of any pledge, lien, security interest, encumbrance, claim, or
          equitable interest.

     3.   The Seller and Buyer respectively represent and warrant that they have
          the legal right to enter into this Agreement and perform or be subject
          to each of the agreements and obligations undertaken by them in this
          Agreement without the need for the consent of any other person or
          entity other than consents that they have already obtained.

     4.   The Seller and Buyer acknowledge and agree that the Company is a party
          to the Agreement only with respect to facilitating the transfer of
          shares of Series C Preferred and that the Company makes no
          representations or warranties to any of the Seller or Buyer with
          respect to the transactions contemplated by this Agreement.

     5.   This Agreement may not be assigned without the express written consent
          of the parties hereto. No modification or waiver of any provision of
          this Agreement or consent to depart therefrom shall be effective
          unless in writing.

     6.   This Agreement shall be construed in accordance with the laws of the
          State of Maryland, United States of America, without regard to the
          conflict of laws provisions thereof.

     7.   This Agreement may be executed by facsimile and in counterparts.

<PAGE>


     IN WITNESS WHEREOF, the undersigned have set their signatures to this
Agreement as of the date first written above.

                         SELLER

                                 Prime Acquisition Corp.

                                 By: /s/ LEIGH J. ABRAMS, Pres.
                                     --------------------------
                                 Name:  Leigh J. Abrams
                                 Title: Pres.

                         BUYER
                                 Impac Funding Corp

                                 By: /s/ WILLIAM ASHMORE
                                     --------------------------
                                 Name:  William Ashmore
                                 Title: President

                         COMPANY

                                 IMPAC MORTGAGE HOLDINGS, INC.

                                 By: /s/ WILLIAM ASHMORE
                                     --------------------------
                                 Name:  William Ashmore
                                 Title: President

<PAGE>


                             SECRETARY'S CERTIFICATE

                                    LBP, INC.
                                       AND
                             PRIME ACQUISITION CORP.

     I,  Harvey J.  Kaplan,  do hereby  certify  that I am the duly  elected and
qualified Secretary of LBP, Inc., a corporation organized and existing under the
laws of the State of Delaware,  having its principal  place of business in White
Plains,  New York (the  "Company");  that I am the keeper of the records and the
seal  of  the  Company;  that  the  following  is a true  and  correct  copy  of
resolutions  duly adopted at a meeting of the Boards of Directors of the Company
and its wholly-owned  subsidiary,  Prime Acquisition  Corp.,  called and held in
accordance  with their By-laws and the laws of the State of Delaware on the 12th
day of February,  2001, as taken and  transcribed by me from the minutes of said
meeting;  and that the same  have  not  been in any way  modified,  repealed  or
rescinded, but remain in full force and effect:

     WHEREAS, the Company previously caused its, wholly-owned subsidiary,  Prime
Acquisition Corp. ("Prime"),  to make certain short-term investments to preserve
its assets and enhance stockholder value; and

     WHEREAS, the Board of Directors has adopted a Plan of Complete Liquidation,
Dissolution and Termination of Existence of the Company,  subject to stockholder
approval; and

     WHEREAS,  the  Board  of  Directors  deems  it  advisable  and in the  best
interests of the Company and its stockholders  that Prime liquidate its non-cash
assets; and

     WHEREAS,  offers have been made to Prime by Impac Funding Corp. ("IFC") and
HBK Master Fund L.P.  ("HBK") to  purchase  200,000  shares and 400,000  shares,
respectively,  of the 800,000  shares of Series C 10.5%  Cumulative  Convertible
Preferred Stock of Impac Mortgage  Holdings,  Inc. (the "Impac Preferred Stock")
owned by Prime,

     NOW THEREFORE, IT IS

     RESOLVED,  that Prime sell shares of Impac  Preferred Stock at the price of
$25 per  share  payable  in cash on the  effective  date of sale  together  with
accrued  interest to the effective date of sale, as follows:  (i) 200,000 shares
to IFC and (ii) 400,000 shares to HBK; and it is further

<PAGE>


     RESOLVED,  that the Officers of the Company be, and each of them hereby is,
authorized  and  directed  to take  any  action  and  execute  and  deliver  any
agreements,  documents and instruments,  including powers of attorney, as any of
the Officers deem  necessary or advisable to carry out the purpose and intent of
the foregoing resolutions; and it is further

     RESOLVED,  that any action of the Board of Directors or the Officers of the
Company in  furtherance  of the purposes of the foregoing  resolutions,  whether
taken before or after the adoption or  effectiveness  of these  resolutions  are
hereby approved, confirmed, ratified and adopted.

     IN  WITNESS  WHEREOF,  I have  executed  this  Secretary's  Certificate  as
Secretary of the Company this 20th day of February, 2001.

                                          Harvey J. Kaplan

                                          /s/ HARVEY J. KAPLAN
                                          --------------------
                                          Secretary


                                      -2-