Exclusive Services Agreement

Exhibit 10.26

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN REDACTED PROVISIONS OF THIS AGREEMENT AND, WHERE APPLICABLE, HAVE BEEN MARKED WITH AN ASTERISK (****) TO DENOTE WHERE OMISSIONS HAVE BEEN MADE. THE CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

EXCLUSIVE SERVICES AGREEMENT

        This Exclusive Services Agreement (this " Agreement "), effective as of January 1, 2006, is entered into by and between IMPAC Funding Corporation, a California corporation (" Impac "), and Real Estate Disposition Corporation (" REDC "), a California corporation.

RECITALS

        WHEREAS, REDC is a home auction marketing company.

        WHEREAS, Impac is in the business of acquisition and origination of residential mortgage loans.

        WHEREAS, during 2007 Impac provided certain services to REDC as outlined in a separate Services Agreement (the "2007 Services Agreement"), and such services included assisting **** in obtaining **** and **** as **** of ****.

        WHEREAS, the parties desire to enter into this new Agreement to set forth the terms of compensation Impac shall receive from REDC for continued services, as set forth herein, and revenue that will continue to be earned by REDC for services performed under the 2007 Services Agreement.

        NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged and accepted, the parties to this Agreement hereby agree as follows:

ARTICLE I

1.    CERTAIN DEFINITIONS

        1.1    " Affiliate " means with respect to any Person, (a) any other Person directly or indirectly controlled by, controlling or under direct or indirect common control with the Person in question, or (b) any other Person who owns, directly or indirectly, fifteen percent (15%) or more of the voting rights attributable to the ownership interest of the other Person or of any other Person which controls, is controlled by or is under common control with such Person.

        1.2    " Code " means the Internal Revenue Code of 1986, as amended, or any corresponding provision or provisions of prior or succeeding law. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of future law.

        1.3    " Fiscal Year " means the period ending December 31 of each year, or such other period as the REDC may designate as the Fiscal Year of REDC, consistent with the requirements of the Code.

        1.4    " GAAP " means generally accepted accounting principles, consistently applied.

        1.5    " Gross Profit " means REDC's gross profit, as set forth on their financial statement (****), which is equal to **** equal to **** from the **** from the ****.

        1.6    " Person " means any individual, corporation, partnership, limited liability company, association, trust or other entity or organization.

        1.7    " Subsidiary " means any Affiliate of REDC which is directly or indirectly, through one or more intermediaries, controlled by REDC.

ARTICLE II

2.    IMPAC SERVICES

        2.1     Services Generally .    Impac shall provide the following services to REDC on an exclusive basis in connection with REDC's auction business (the " Services "). The parties agree that the providing of such Services is a material term of this Agreement.

•         (a)   Business development advice as it pertains to potential additional clients for REDC—namely establishing contacts with other mortgage banks/lenders and servicers that could provide REO assets for REDC's auctions—as well as reasonable client relations assistance for existing and new clients; and

          (b)   Consulting services as it relates to the mortgage industry and lending environment in connection with REDC's auctions, which is a key component to REDC's auction model.

          (c)   In the event Impac provides services to REDC beyond those set forth in (a) and (b) above, then REDC may owe additional compensation (beyond what is set forth in this Agreement) to Impac as agreed to by the parties.

ARTICLE III

3.    SERVICE FEES PAYABLE

        3.1     Payments Generally .    REDC shall pay a fee in cash to Impac equal to **** and ****. Although the fee is based upon final, annual figures, REDC shall make estimated quarterly payments, based upon quarterly financials, to Impac. Such quarterly payments for fiscal year quarters ending in March, June and September shall be made no later then May 15, August 15 and November 15, respectively, and the final payment for any fiscal year shall be made no later than March 15 of the year following such fiscal year, within thirty (30) days following the second fiscal quarter of the first year of the term of this Agreement and within ninety (90) days following each fiscal year during the entire term of this Agreement, the parties will meet to discuss any modifications to this Agreement that may be required due to a change in the Services being provided hereunder. To the extent no changes are necessary, or cannot be reasonably agreed to by the parties, then the existing terms of this Agreement shall continue.

        3.2     Change-in-Control Agreement Termination Fee .    In the event that substantially all of the assets or stock of REDC are sold, transferred or otherwise disposed of by REDC (other than in the ordinary course of business) to any Person (the " Purchaser Transferee "), or if REDC should engage in any merger transaction or leveraged recapitalization, or any similar transaction (all of the foregoing, a " Sale Transaction "), REDC shall, both upon acceptance of the Sale Transaction and again on the date of the consummation of such Sale Transaction, deliver written notice of such Sale Transaction to Impac and pay on the date of consummation to Impac a change-in-control agreement termination fee in cash equal to **** including, but not limited to, **** legal fees and investment banking advisor fees) **** in such Sale Transaction. In the event the fee set forth in Section 3.1 above has been reduced from ****, as described to Section 3.3 below, then the **** fee set forth above shall be reduced ****. In connection with such Sale Transaction, the payment of funds to REDC or REDC shareholders outside of the purchase price (i.e. for consulting services, non-compete agreements or through employment arrangements) shall not be included in the calculation of the purchase price unless such funds are excess of the amounts consistent with the services, benefits or duties to be provided by REDC or its shareholders. Upon such termination, neither party shall have any further obligation to the other, other than that REDC shall pay to Impac fees under Section 3.1 above through the termination date.

        3.3     Termination Fee in Certain Cases .    If, at any time, Impac should voluntarily or involuntarily enter into a bankruptcy proceeding then REDC shall have the right to terminate this Agreement upon

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the delivery to Impac of a notice to that effect and payment of a termination fee in cash equal to (a) **** for the **** plus (b) any fees due to Impac through the termination date under Section 3.1 above. Additionally, if at any time after the effective date of this Agreement, **** and **** shall be **** following the **** shall have the right to **** upon the **** notice to that effect **** and such **** shall take effect **** notice of such ****.

        3.4     Termination for Non-Performance of Services .    In the event Impac fails to provide the Services during the term of this Agreement, REDC shall provide written notice to Impac of such default, and should Impac fail to cure such default within thirty (30) days of receipt of such notice, then this Agreement shall terminate upon the end of such thirty (30) day notice/cure period. Upon such termination, neither party shall have any further obligation to the other, other than that REDC shall pay to Impac fees under Section 3.1 above through the termination date.

        3.5     Expiration .    The initial term of this Agreement shall expire on December 31, 2010. Impac shall have the right to renew this Agreement for