Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT is made as of April 1, 2008, by and between Impac Funding Corporation, a California corporation (“Employer”), and Joseph Tomkinson, an individual (“Executive”).

R E C I T A L S

WHEREAS, Executive is knowledgeable of and skillful in the business of Employer and IMH, which includes but is not limited to acquiring for investment and sale non-conforming residential mortgage loans and mortgage backed securities and performing mortgage operations for affiliates or related entities of Employer and those duties and functions identified in Exhibit A hereto (the “Business”);

WHEREAS, Employer believes that Executive is an integral part of its management and currently is and will become more knowledgeable of and be in part responsible for developing the Business;

WHEREAS, Executive possesses extensive management experience and knowledge regarding the Business, including confidential information concerning service marketing plans and strategy, business plans and projections and the formulas and models pertaining thereto, customer needs and peculiarities, finances, operations, billing methods and customer lists;

WHEREAS, Employer desires that Executive continue his employment as  Chief Executive  Officer of Employer; and

WHEREAS, Executive is willing to be employed by Employer and provide services to Employer and any affiliates or related entities of Employer (as more fully described in Exhibit A attached hereto) under the terms and conditions herein stated.

A G R E E M E N T

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, it is hereby agreed by and between the parties hereto as follows:

1.              Employment, Services and Duties .

1.1            Employer hereby employs Executive and Executive hereby accepts such employment full-time (subject to those exceptions, if any, set forth below) as Chief Executive Officer of Employer to perform the duties and functions 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 as may be prescribed from time to time or as otherwise agreed.  Executive shall

render his services by and subject to the instructions and under the direction of Employer’s Board of Directors to whom Executive shall directly report.

1.2            Executive acknowledges and agrees that Executive may be required by Employer to devote a portion of his working time to perform functions for Employer’s affiliates or related entities (as set forth in Exhibit A attached hereto) and that such services are to be performed pursuant to and consistent with Executive’s duties and obligations under this Agreement.

1.3            Executive will at all times faithfully, industriously and to the best of his ability, experience and talents perform all of the duties required of and from him pursuant to the terms of this Agreement.  Executive will devote his full business energies and abilities and all of his business time to the performance of his duties hereunder and will not, without Employer’s prior written consent, render to others any service of any kind (whether or not for compensation) that would interfere with the full performance of Executive’s duties hereunder, and in no event will engage in any activities that compete with the Business or that could create a reasonably foreseeable conflict of interest or the appearance of a reasonably foreseeable conflict of interest; provided that nothing contained in this Section 1.3 shall preclude Executive from engaging in or managing Executive’s outside investments.

2.              Term and Termination .

2.1            The term of this Agreement shall be from January 1, 2008 through December 31, 2009, unless extended by the mutual written agreement of Employer and Executive or pursuant to the terms of Paragraph 2.8 herein.

2.2            Executive’s employment shall terminate prior to the expiration of the term set forth in Section 2.1 upon the happening of any of the following events:

(a)            Voluntary termination by Executive other than for Good Reason (as defined below); provided that Executive shall be required to provide Employer with at least 30 days prior written notice of such voluntary termination;

(b)            Death of Executive;

(c)            Employer may terminate Executive under this Agreement for “cause” if any of the following occurs (any determination of “cause” as used in this Agreement shall be made only by an affirmative majority vote of the Board of Directors (not including Executive in the deliberations or vote on the same, if a director) of Employer):

(i)             Executive is convicted of (or pleads nolo contendere to) (A) a crime of dishonesty or breach of trust, including such a crime involving either the property of Employer IMH (or any affiliate or related entity of Employer or IMH) or the property entrusted to Employer or IMH (or any affiliate or related entity of Employer or IMH) by its clients, including fraud, or embezzlement or other misappropriation of funds belonging to Employer or IMH (or any affiliate or related entity of Employer or IMH) or any of their respective

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clients, or (B) a felony leading to incarceration of more than 90 days or the payment of a penalty or fine of $100,000 or more;

(ii)            Executive materially and substantially fails to perform Executive’s job duties properly assigned to Executive after being provided 30 days prior written notification by the Board of Directors of Employer setting forth those duties that are not being performed by Executive; provided that Executive shall have a reasonable time to correct any such failures to the extent that such failures are correctable and Employer may not terminate Executive for “cause” on the basis on any such failure that is cured within a reasonable time.

(iii)           Executive has engaged in willful misconduct or gross negligence in connection with his service to Employer or IMH (or any affiliate or related entity of Employer or IMH) that has caused or is causing material harm to Employer or IMH (or any affiliate or related entity of Employer or IMH); or

(iv)           Executive’s material breach of any of the terms of this Agreement or any other obligation that Executive owes to Employer or IMH (or any affiliate or related entity of Employer or IMH), including a material breach of trust or fiduciary duty or a material breach of any proprietary rights and inventions or confidentiality agreement between Employer and Executive or between IMH and Executive (or between Executive and any affiliate or related entity of Employer or IMH)(as such agreements may be adopted or amended from time to time by Employer and Executive).

(d)            By mutual agreement between Employer and Executive;

(e)            The date when Executive is declared legally incompetent under the laws of the State of California, or if Executive has a mental or physical condition that can reasonably be expected to prevent Executive from carrying out his essential duties and obligations under this Agreement for a period of greater than six months (any such condition an “Incapacitating Condition”), notwithstanding Employer’s reasonable accommodations (to the extent required by law);

(f)             Employer may terminate Executive under this Agreement at will (and without cause) upon written notice at any time.  Unless otherwise provided in such notice, such termination shall be effective immediately upon providing written notice to Executive; or

(g)            Executive may terminate his employment under this Agreement for Good Reason upon providing Employer at least 30 days prior written notice of such termination stating the basis on which Executive has determined that he has Good Reason to terminate his employment; provided that Employer shall have a reasonable time after receiving such notice to cure any event that would constitute Good Reason for Executive to terminate his employment (provided such event is curable) and Executive may not terminate his employment for Good Reason on the basis of any such event that is cured within a reasonable time.  Notwithstanding the foregoing portion of this Section 2.02(g),

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the aforementioned 30-day notice and reasonable cure period shall not apply to Section 2.02(g)(iv).  “Good Reason” shall mean:

(i)             the assignment to Executive of duties materially inconsistent with, or a substantial reduction or alteration in, the authority, duties or responsibilities of Executive as set forth in this Agreement, without Executive’s prior written consent;

(ii)            the principal place of the performance of Executive’s responsibilities and duties is changed to a location more than 65 miles from the location of such place as of the date of this Agreement, without Executive’s prior written consent;

(iii)           a material breach by Employer of this Agreement, including a reduction by Employer of Executive’s Base Salary, without Executive’s prior written consent; or

(iv)           a failure by Employer to obtain from any acquirer of Employer, before any Acquisition (as defined below) takes place, an agreement to assume and perform this Agreement.

Good Reason does not include the expiration of the term of this Agreement on December 31, 2009.

2.3            Except as set forth in Section 4, in the event that Executive’s employment is terminated pursuant to Section 2.2(a), 2.2(b), 2.2(c) or  2.2(d) herein, neither Employer nor Executive shall have any remaining duties or obligations under this Agreement, except that Employer shall pay to Executive, or his legal representatives, on the date of termination of employment (the “Termination Date”) or, with respect to reimbursement for expenses, as promptly as practical after the Termination Date, the following:

(a)            Such compensation as is due pursuant to Section 3.1(a), prorated through the Termination Date;

(b)            Any expense reimbursements due and owing to Executive for reasonable and necessary business and entertainment expenses of Employer incurred by Executive prior to the Termination Date; and

(c)            The dollar value of all accrued and unused paid time off that Executive is entitled to through the Termination Date.

(d)            If the termination is pursuant to the terms of 2.2(b) or (e), then Executive, or his estate or heirs,  shall also be entitled to six (6) additional months of compensation due under 3.1(a), which shall be paid out over the following six (6) months.

2.4            Except as set forth in Section 4, in the event that Executive’s employment is terminated pursuant to Section 2.2(f) or 2.2(g), neither Employer nor Executive shall have any

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remaining duties or obligations under this Agreement, except that Employer shall pay to Executive, or his representatives, the amounts set forth in Section 2.3 at the times set forth in Section 2.3 and the following (provided that payments for health insurance coverage shall be made to an insurance provider):

(a)            An additional 18 month’s worth of Base Salary to be paid over the succeeding 18 month period after the Termination date:

(b)            Premiums for continuation of Executive’s health insurance benefits under Employer’s group health insurance plan, pursuant to COBRA, for the 18 month period succeeding the Termination Date (with such health insurance coverage to be at a level and quality equivalent to the health insurance coverage provided by Employer to Executive immediately prior to the Termination Date, “Equivalent Coverage”); provided that Employer shall pay such premiums only so long as (during said 18 month period) Executive remains eligible for such Equivalent Coverage under COBRA;

(c)            The payments set forth in Sections 2.4(a) and (b) above are referred to herein collectively as the “Severance Payments” and each as a “Severance Payment.”

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2.5            As a condition precedent of Executive or his estate receiving any Severance Payment from Employer, whether in a lump sum payment or a string of payments or in the form of payment of benefits, Executive or his estate shall, in consideration for payment of such amount or benefit, sign and deliver to Employer (against the execution and delivery of the same by the other parties thereto) the form of Waiver and Release Agreement attached hereto as Exhibit B .  Such Waiver and Release Agreement will not be construed to include any release of any indemnification rights Executive may have against Employer pursuant to Employer’s Articles of Incorporation or bylaws, any indemnification agreement or California Labor Code Section 2800.

2.6            This Agreement shall not be terminated by Employer merging with or otherwise being acquired by another entity, whether or not Employer is the surviving entity, or by Employer transferring of all or substantially all of its assets (any such event, an “Acquisition”).

2.7            In the event of any Acquisition, the surviving entity or transferee, as the case may be, shall be bound by and shall have the benefits of this Agreement, and Employer shall not enter into any Acquisition unless the surviving entity or transferee, as the case may be, agrees to be bound by the provisions of this Agreement.

2.8            This Agreement shall automatically renew for an additional two (2) year period at its conclusion with the same terms and conditions unless Employer gives Executive written notice of their intent not to renew this Agreement.  If Employer chooses not to renew this Agreement then Notice of such nonrenewal must be given between July 15, 2009 and August 15, 2009.  If Employer gives such Notice, then Executive’s right to demand or seek compensation under Paragraph 2.4 herein shall no longer be available to Executive.

3.              Compensation .

3.1            As the total consideration for Executive’s services rendered hereunder, Executive shall be entitled to the following during the period that Executive is employed hereunder:

(a)            A base salary of $600,000 per year (“Base Salary”), payable in equal installments bi-weekly on those days when Employer normally pays its employees;

(b)            Executive shall accrue paid time off during the period he is employed hereunder at the rate of five weeks per calendar year, subject to any vacation benefit accrual cap established by Employer (i.e., once the cap has been reached, further accrual shall cease until Executive uses some or all of his accrued time to fall below the accrual cap).  The timing of Executive’s vacation shall be governed by Employer’s usual policies applicable to all employees;

(c)            Executive is entitled to participate in any policies or plans regarding benefits of employment, including pension, profit sharing, group health, disability insurance and other employee welfare benefit plans now existing or hereafter established to the extent that Executive is eligible under the terms of such plans.  Despite the foregoing, Executive is entitled to participate in any such plan or program only if the

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executive officers of Employer generally are eligible to participate in such plan or program.  Employer may, in its sole discretion and from time to time, establish additional senior management benefit programs as it deems them appropriate.  Executive understands that any such plans may be modified or eliminated in Employer’s sole discretion in accordance with applicable law; and

(d)            Executive shall be entitled to stock options at the sole discretion of the Board of Directors in the amount and subject to the terms and conditions as is consistent with other Executives in the Company.

(e)            Such other benefits as the Board of Directors of Employer, in its sole discretion, may from time to time provide which may include cash bonuses or stock grants.

3.2            During th