Exhibit
10.4


IMPAC MORTGAGE HOLDINGS, INC.

GUARANTY


This Guaranty, dated as of May 1, 2006, is
executed 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 entered
into an Employment Agreement with Obligor dated even date herewith (the “Contract”).
Guarantor is the parent corporation of Obligor and will receive direct and
indirect benefits from the performance of the Contract.


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


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


1.            Guaranty.


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


(b)           This Guaranty is absolute,
unconditional, continuing and irrevocable and constitutes an independent
guaranty of payment and not of collect ability (provided that it is subject to
Obligor defaulting on any of the Obligations), and is in no way conditioned on
or contingent upon any attempt to enforce in whole or in part any of Obligor’s
Obligations to Executive, the existence or continuance of Obligor as a legal
entity, 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 its
assets to any other entity, or the bankruptcy or insolvency of Obligor, the
admission by Obligor of its inability to pay its debts as they mature, or the
making by Obligor of a general assignment for the benefit of, or entering into
a composition or arrangement with, creditors. If Obligor or any permitted
assignee or successor of Obligor shall fail to pay or









 



perform any Obligations
to Executive which are subject to this Guaranty as and when they are due,
Guarantor shall forthwith pay to Executive all such liabilities or obligations
in immediately available funds. Each failure by Obligor to pay or perform any
such 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 the
provisions of the Contract) at any time and from time to time, without the
consent of or notice to Guarantor, except such notice as may be required by
applicable statute which cannot be waived, without incurring responsibility to
Guarantor, and without impairing or releasing the obligations of Guarantor
hereunder, (i) change the manner, place and terms of payment or change or
extend the time of payment of, renew, or alter any Obligation hereby
guaranteed, or in any manner modify, amend or supplement the terms of the
Contract or any documents, instruments or agreements executed in connection
therewith, (ii) exercise or refrain from exercising any rights against
Obligor or others (including Guarantor) or otherwise act or refrain from
acting, (iii) settle or compromise any Obligations hereby guaranteed and/or
any obligations and liabilities (including any of those hereunder) incurred
directly or indirectly in respect thereof or hereof, and may subordinate the
payment of all or any part thereof to the payment of any obligations and
liabilities which may be due to Executive or others, (iv) sell, exchange,
release, surrender, realize upon or otherwise deal with in any manner or in any
order any property pledged or mortgaged by anyone to secure or in any manner
securing the Obligations hereby guaranteed, (v) take and hold security or
additional security for any or all of the obligations or liabilities covered by
this Guaranty, and (vi) assign its rights and interests under this
Guaranty, in whole or in part.


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


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


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



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3.            Waivers.


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


(b) Guarantor further waives, to the extent
permitted by applicable law, (i) any defense resulting from the absence,
impairment or loss of any right of reimbursement, subrogation, contribution or
other right or remedy of Guarantor against Obligor, any other guarantor of the
Obligations or any security; (ii) any defense which results from any
disability of Obligor or the lack of validity or enforceability of the
Contract; (iii) any right to exoneration of sureties which would otherwise
be applicable; (iv) any right of subrogation or reimbursement and, if
there are any other guarantors of the Obligations, any right of contribution,
and right to enforce any remedy which Executive now has or may hereafter have
against Obligor, and any benefit of, and any right to participate in, any
security now or hereafter received by Executive; (v) all presentments,
demands for performance, notices of non-performance, notices delivered under
the Contract, protests, notice of dishonor, and notices of acceptance of this
Guaranty and of the existence, creation or incurring of new or additional Obligations
and notices of any public or private foreclosure sale; (vi) any
appraisement, valuation, stay, extension, moratorium redemption or similar law
or similar rights for marshalling; and (vii) any right to be informed by
Executive of the financial condition of Obligor or any other guarantor of the
Obligations or any change therein or any other circumstances bearing upon the
risk of nonpayment or nonperformance of the Obligations. Guarantor has the
ability to and assumes the responsibility for keeping informed of the financial
condition of Obligor and any other guarantors of the Obligations and of other
circumstances affecting such nonpayment and nonperformance risks.


4.            Miscellaneous.


(a)           Notices. All notices hereunder
must be in writing and shall be sufficiently given for all purposes hereunder
if properly addressed and delivered personally by documented overnight delivery
service, by certified or registered mail, return receipt requested, or by
facsimile or other electronic transmission service at the address or facsimile
number, as the case may be, set forth below. Any notice given personally or by
documented overnight delivery service is effective upon receipt. Any notice
given by registered mail is effective upon receipt, to the extent such receipt
is confirmed by return receipt. Any notice given by facsimile transmission is
effective upon receipt, to the extent that receipt is confirmed, either
verbally or in writing by the recipient. Any notice which is refused, unclaimed
or undeliverable because of an act or omission of the party to be notified, if
such notice was correctly addressed to the party to be notified, shall be
deemed communicated as of the first date that said notice was refused,
unclaimed or deemed undeliverable by the postal authorities, or overnight
delivery service.



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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 or
delay on Executive’s part in exercising any right hereunder shall operate as a
waiver thereof or of any other right nor shall any single or partial exercise
of any such right preclude any other further exercise thereof or of any other
right.


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


(d)            Assignments. This Guaranty
shall be binding upon and inure to the benefit of Executive and Guarantor and
their respective successors and assigns; provided,  however, that
without the prior written consent of Executive, Guarantor may not assign its
rights and obligations hereunder.


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



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


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


(h)            Arbitration. To the fullest
extent allowed by law, any controversy, claim or dispute between Executive and
Guarantor (or any of its stockholders, directors, officers, employees,
affiliates, agents, successors or assigns) relating to or arising out of this
Guaranty will be submitted to final and binding arbitration in Orange County,
California for determination in accordance with the American Arbitration
Association’s (“AAA”) National Rules for the Resolution of Employment
Disputes, as the exclusive remedy for such controversy, claim or dispute. In
any such arbitration, the parties may conduct discovery to the same extent as
would be permitted in a court of law. The arbitrator shall issue a written
decision, and shall have full authority to award all remedies which would be
available in court. The arbitrator shall be required to determine all issues in
accordance with existing case law and the statutory laws of the State of
California. Guarantor shall pay the arbitrator’s fees and any AAA
administrative expenses. In the event Executive files a claim to collect unpaid
payments or benefits payable under Section 2.4 of the Contract, the
prevailing party shall be awarded reasonable attorneys fees and costs. Any
judgment upon the award rendered by the arbitrator(s) may be entered in
any court having jurisdiction thereof. BY AGREEING TO THIS MUTUAL AND
BINDING ARBITRATION PROVISION, BOTH EXECUTIVE AND GUARANTOR GIVE UP ALL RIGHTS
TO TRIAL BY JURY. This arbitration policy is to be construed as broadly as is
permissible under relevant law. EXECUTIVE AND GUARANTOR HAVE READ THIS SECTION 4(h) AND
IRREVOCABLY AGREE TO ARBITRATE ANY DISPUTE IDENTIFIED ABOVE.


	
  

  	
  Executive’s
  Initials

  	
  /s/ WDE

  	
   

  	
  Guarantor’s Initials 

  	
  /s/ RJJ

  	
   

  



 


(i)            Entire Agreement. This
Guaranty contains the entire agreement of the parties relating to the subject
matter hereof, and the parties hereto have made no agreements, representations
or warranties relating to the subject matter of this Guaranty that are not set
forth otherwise herein. This Guaranty supersedes any and all prior agreements,
written or oral, with Guarantor relating to guaranteeing obligations under the
Contract and any other subject matter of this Guaranty. Any such prior
agreements are hereby terminated and of no further effect. The parties hereto
agree that in no event shall an oral modification of this Agreement be
enforceable or valid.



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


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


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


IN WITNESS WHEREOF,
Executive and Guarantor have executed this Guaranty as of the day and year
first 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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