UNDERWRITING AGREEMENT



                                                                February 7, 2002



UBS Warburg LLC

RBC Dain Rauscher Inc.

Jolson Merchant Partners, LLC

Sandler O'Neill & Partners, L.P.,

as Underwriters

c/o UBS Warburg LLC

299 Park Avenue

New York, New York 10171-0026



Ladies and Gentlemen:



          Impac Mortgage Holdings, Inc., a Maryland corporation (the "Company"),

proposes to issue and sell to the underwriters named in Schedule A annexed

hereto (the "Underwriters") an aggregate of 7,300,000 shares of Common Stock, $

0.01 par value per share (the "Common Stock"), of the Company (the "Company

Shares") and HBK MasterFund, L.P. (the "Selling Stockholder") proposes to sell

to the Underwriters 200,000 shares of Common Stock (the "Stockholder Shares").

The aggregate of 7,500,000 shares to be sold by the Company and the Selling

Stockholder is hereinafter referred to as the "Firm Shares".  In addition,

solely for the purpose of covering over-allotments, the Company proposes to

grant to the Underwriters the option to purchase from the Company up to an

additional 1,125,000 shares of Common Stock (the "Additional Shares").  The Firm

Shares and the Additional Shares are hereinafter collectively sometimes referred

to as the "Shares".  The Shares are described in the Prospectus which is

referred to below.



          The Company has filed, in accordance with the provisions of the

Securities Act of 1933, as amended, and the rules and regulations thereunder

(collectively called the "Act"), with the Securities and Exchange Commission

(the "Commission") a registration statement on Form S-3  (File No. 333-74432)

including a prospectus, relating to the Company Shares and a registration

statement on Form S-3 (File No. 333-63456) including a prospectus, relating to

the Stockholder Shares (the "Selling Stockholder Registration Statement"), each

of which incorporates by reference documents which the Company has filed in

accordance with the provisions of the Securities Exchange Act of 1934, as

amended, and the rules and regulations thereunder (collectively called the

"Exchange Act").  The Company has prepared a prospectus

{PAGE}



                                      -2-



supplement (the "Prospectus Supplement"), including the prospectuses included in

the registration statements referred to above and the documents incorporated by

reference therein, setting forth the terms of the offering, sale and plan of

distribution of the Shares and additional information concerning the Company and

its business and the Selling Stockholder. The Company has furnished to you, for

use by the Underwriters and by dealers, copies of one or more preliminary

prospectuses, containing the prospectuses included in the registration

statements, as supplemented by a preliminary Prospectus Supplement and the

documents incorporated by reference therein (each thereof, including the

documents incorporated therein by reference, being herein called a "Preliminary

Prospectus") relating to the Shares. Except where the context otherwise

requires, the registration statements referred to above, each as amended when

they became effective, including all documents filed as a part thereof or

incorporated by reference therein, and including any information contained in a

prospectus subsequently filed with the Commission pursuant to Rule 424(b) under

the Act and also including any registration statement filed pursuant to Rule

462(b) under the Act, are herein called the "Registration Statement", and the

prospectuses, including all documents incorporated therein by reference,

included in the Registration Statement, in the form filed by the Company with

the Commission pursuant to Rule 424(b) under the Act on or before the second

business day after the date hereof (or such earlier time as may be required

under the Act), are herein called the "Prospectus". Any reference herein to the

Registration Statement, the Prospectus, any Preliminary Prospectus or any

amendment or supplement thereto shall be deemed to refer to and include the

documents incorporated by reference therein, and any reference herein to the

terms "amend", "amendment", or "supplement" with respect to the Registration

Statement, the Prospectus or any Preliminary Prospectus shall be deemed to refer

to and include the filing after the execution hereof of any document with the

Commission deemed to be incorporated by reference therein.



          The Company, the Selling Stockholder and the Underwriters agree as

follows:



1.  Sale and Purchase.  Upon the basis of the warranties and representations and

    -----------------

subject to the terms and conditions herein set forth, the Company and the

Selling Stockholder agree, severally and not jointly, to sell to the respective

Underwriters and each of the Underwriters, severally and not jointly, agrees to

purchase from the Company and the Selling Stockholder the aggregate number of

Firm Shares (subject to such adjustment as you may determine to avoid fractional

shares) which bears the same proportion to the number of Firm Shares to be sold

by the Company or by the Selling Stockholder, as the case may be, as the number

of Firm Shares set forth opposite the name of such Underwriter in Schedule A

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC