Employment Agreement

Exhibit 10.5

May 11, 2009

Jonathan W. Trutter

c/o Deerfield Capital Management LLC
6250 North River Road, 9 th  Floor

Rosemont, Illinois 60018

Dear Jonathan:

As provided in your Employment Agreement with Deerfield Capital Management LLC (the “Company”), dated June 26, 2004 (the “2004 Employment Agreement”), you are entitled to receive a payment equal to $2,000,000 (the “Retention Bonus”) in the event that you remain employed by the Company or an affiliate of the Company through June 25, 2009.  Due to your valuable contribution to the Company and your commitment to invest a minimum of $500,000 in an investment vehicle managed by the Company, Deerfield Pegasus Loan Capital LP (“DPLC”), the Company agrees to accelerate the vesting of a portion of the Retention Bonus.  In accordance with the foregoing, the Company hereby agrees to the following, subject to your acknowledgement and agreement below:

(A)          You shall be entitled to an acceleration of the