Exhibit 10.2


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
Richard J. Johnson, 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 Executive Vice President and
Chief Operating Officer to perform the duties set forth in Exhibit A,
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/ William S. Ashmore

  	
   

  
	
   

  	
   

  	
  Name:

  	
  William S. Ashmore

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
  “EMPLOYEE”

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Richard J. Johnson

  	
   

  
	
   

  	
   

  	
   

  	
  Richard J. Johnson

  	
   

  



 









 



Exhibit
A2


JOB
DESCRIPTION AND RELATED ENTITIES


Responsible for
planning, coordinating and directing in the operational and financial affairs
of the Organization,.  For purposes of
this Exhibit A2, “Organization” means Employer and any affiliates or
related entities of Employer for whom Employee is requested to provide services
pursuant to the Employment Agreement, as amended by and between Employer and
Employee dated as of April 1, 2003 (the “Agreement”).  Provide management and the Board of Directors
of Employer and all of the entities within the Organization with meaningful and
timely information regarding the Organization’s operations  performance. 
Monitor compliance with applicable laws, rules, and regulations related
to performance of the Organization, and implement and oversee programs designed
to ensure such compliance.  Serve on the
Asset Liability Committee of Impac Mortgage Holdings, Inc. (“IMH”) and
administer and oversee its interest rate risk management of IMH’s balance
sheet.  Recommend and implement
asset/liability and tax strategies to improve financial performance.   Provide appropriate financial analysis of
investment, merger and acquisition alternatives. Manage the staff of exempt and
non-exempt employees.  Perform
supervisory duties to include: hiring, corrective action, performance
appraisals, salary reviews, counseling, work scheduling, training, and
budgeting.  Oversee and manage the
Organization’s information technology (“IT”) department.  Oversee and approve IT projects and
allocation of resources and approval of all IT related capital
expenditures.    In addition he shall be
responsible to perform those duties and functions that are normally consistent
with this position.


In consultation
and coordination with the Chief Executive Officer and the Board of Directors of
Employer and, as the case may be, the Chief Executive Officer and the Board of
Directors of other entities within the Organization, the COO’s responsibilities
include participating in the oversight, management and administration of the
following areas for the Organization, either directly or through supervision of
senior managers charged with primary responsibility for such areas: finance;
personnel; organization and administration; legal compliance; development,
promotion and delivery of the Organization’s products and services; planning
and budgeting; policy development; evaluate and report on the Organization’s
performance.


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 Commercial 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.