Exhibit 10.1


AMENDMENT
NO. 2 TO EMPLOYMENT AGREEMENT


This AMENDMENT NO.
2 TO EMPLOYMENT AGREEMENT (the “Amendment”), is made as of May 1, 2006, by and
between Impac Funding Corporation, a California Corporation (“Employer”), and
William S. Ashmore, an individual (“Employee”). 
Capitalized terms used herein and not defined shall have the meanings
given to them in the Employment Agreement, as amended (the “Employment
Agreement”), dated as of April 1, 2003, between Employer and Employee.


Intending
to be legally bound hereby, the parties hereto agree to amend the Employment
Agreement as follows:


1.             Section 1.1 of the Employment Agreement is hereby
amended and restated in its entirety as follows:


“1.1  Employer hereby employs
Employee and Employee hereby accepts such employment full-time (subject to
those exceptions, if any, set forth below) as President to perform the duties
set forth in Exhibit A2, attached hereto and, subject to Section 2.2(i),
to perform such other duties or functions as are reasonably required or may be
prescribed from time to time or as otherwise agreed.  Employee shall render his services by and
subject to the instructions and under the direction of Employer’s Chief
Executive Officer to whom Employee shall directly report.”


2.             Exhibit A is hereby amended and replaced in its
entirety with Exhibit A2 attached hereto.


IN WITNESS
WHEREOF, this Amendment No. 2 to Employment Agreement is executed as of the day
and year first above written.


	
  

  	
   

  	
  “EMPLOYER”

  IMPAC FUNDING CORPORATION,

  a California corporation

  
	
   

  	
   

  	
  By:

  	
  /s/ Ron Morrison

  
	
   

  	
   

  	
  Name:

  	
  Ron Morrison

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and General Counsel

  
	
   

  	
   

  	
  “EMPLOYEE”

  
	
   

  	
   

  	
  By:

  	
  /s/ William S. Ashmore

  
	
   

  	
   

  	
   

  	
  William S. Ashmore

  



 









 



Exhibit
A2


JOB
DESCRIPTION AND RELATED ENTITIES


Oversee the day to
day operations of the Organization in support of policies, goals and objectives
established by the Chief Executive Officer and the Board of Directors of
Employer.  Serve on the Executive
Committee and the Asset Liability Committee of Impac Mortgage Holdings,
Inc.  For purposes of this Exhibit A,
“Organization” means Employer and any affiliates or related entities of
Employer for whom Employee is requested to provide services pursuant to
Employment Agreement, as amended, by and between Employer and Employee dated as
of April 1, 2003 (the “Agreement”). 
Manage and supervise the Organizations’ senior management in the
following areas: credit, sales, finance, secondary marketing, asset liability,
and operations and to perform such other duties and functions as are normally
consistent with this position.


Employee
acknowledges, understands and agrees that Employee will be requested by
Employer to devote some or all of Employee’s time and effort during the term of
employment pursuant to the Agreement (and consistent with the above job
description) to the business of Employer’s affiliates or related entities
pursuant to certain agreements and relationships between and among Employer and
such affiliates or related entities. 
Such affiliates and related entities include, but are not limited to,
the following: Impac Mortgage Holdings, Inc., Impac Mortgage Capital Corp.,
Impac Warehouse Lending Group, IMH Assets Corp., Impac Lending Group, Impac
Secured Assets Corp., Impac Mortgage Acceptance Corp., Impac Commercial Capital
Corporation, and Impac Foundation.


Employee further
understands and acknowledges that, pursuant to the Agreement, Employee may be
directed by Employer to provide services consistent with the above job
descriptions to additional real estate investment trusts or other entities
which Employer establishes or with which Employer affiliates or becomes related
and for which there exists an agreement with Employer or any of the above
entities to provide such services.


Employee
understands and acknowledges that Employee’s obligations under the Agreement,
including Employee’s duties under Section 4 thereof, and the Proprietary Rights
and Inventions Agreement entered into pursuant to Section 6 thereof, shall
apply and extend to Employee’s knowledge of the business of Employer’s
affiliates or related entities and any trade secret or other confidential or
proprietary information relating to same.