Exhibit 10.41

CLAYTON HOLDINGS, INC.

2005 STOCK OPTION AND GRANT PLAN

First Amendment

A.            The Clayton Holdings, Inc. 2005 Stock Option and Grant Plan (the “Plan”), is amended by deleting Section 3(b) in its entirety and replacing it with the following:

“(b)         Changes in Stock.  Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding shares of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Stock or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company or any successor entity (or a parent or subsidiary thereof), the Committee shall make an appropriate or proportionate adjustment in (i) the maximum number of shares reserved for issuance under the Plan, (ii) the number of Stock Options that can be granted to any one individual grantee, (iii) the number and kind of shares or other securities subject to any then outstanding Awards under the Plan, (iv) the repurchase price per share subject to each outstanding Restricted Stock Award, (v) the price for each share subject to any then outstanding Stock Options under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Stock Options) as to which such Stock Options remain exercisable.  The Committee shall also make equitable or proportionate adjustments in the number of shares subject to outstanding Awards and the exercise price and the terms of outstanding Awards to take into consideration cash dividends paid other than in the ordinary course or any other extraordinary corporate event.  Notwithstanding the foregoing, no adjustment shall be made under this Section 3(b) if the Committee determines that such action could cause any Award to fail to satisfy the conditions of any applicable exception from the requirements of Section 409A or otherwise could subject the grantee to the additional tax imposed under Section 409A in respect of an outstanding Award or constitute a modification, extension or renewal of an Incentive Stock Option within the meaning of Section 424(h) of the Code.   The adjustment by the Committee shall be final, binding and conclusive.  No fractional shares of Stock shall be issued

under the Plan resulting from any such adjustment, but the Committee in its discretion may make a cash payment in lieu of fractional shares.”

B.            This Amendment shall be effective on the date of execution.

C.            Except as amended herein, the Plan is confirmed in all other respects.

IN WITNESS WHEREOF, Clayton Holdings, Inc. has caused this Amendment to be executed by its duly authorized officer this 28th day of February, 2007.