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                           IMPAC SECURED ASSETS CORP.,
                                  as Depositor,


                           IMPAC FUNDING CORPORATION,
                               as Master Servicer,


                                       and


                    BANKERS TRUST COMPANY OF CALIFORNIA, N.A.
                                   as Trustee




                        _________________________________

                           AMENDMENT NO. 1 dated as of
                            February 15, 2001 to the


                         POOLING AND SERVICING AGREEMENT

                            Dated as of June 1, 2000

                        _________________________________


                       Mortgage Pass-Through Certificates

                                  Series 2000-2


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                   AMENDMENT NO. 1 made as of this 15th day of February 2001,
among Impac Secured Assets Corp. (the "Depositor"), Impac Funding Corporation,
as master servicer (the "Master Servicer"), and Bankers Trust Company of
California, N.A., as trustee (the "Trustee").

                               W I T N E S S E T H
                               - - - - - - - - - -

                   WHEREAS, the Depositor, the Trustee and the Master Servicer
entered into a Pooling and Servicing Agreement (the "Agreement") dated as of
June 1, 2000, relating to the issuance of Mortgage Pass-Through Certificates,
Series 2000-2; and

                   WHEREAS, the Depositor, the Master Servicer and the Trustee
desire to amend the terms of the Agreement pursuant to and in accordance with
Section 11.01 of the Agreement.

                   NOW, THEREFORE, in consideration of the mutual premises and
agreements herein, the Depositor, the Master Servicer and the Trustee agree as
follows:

          1. Capitalized terms used herein and not defined herein shall have the
meanings assigned to such terms in the Agreement.

          2. The first sentence of the first paragraph of Section 5.02(d) of the
Agreement is amended by deleting the following clause: ", Class M Certificate".

          3. The third paragraph of Section 5.02(d) of the Agreement is hereby
amended to read as follows:

          In the case of the Class M Certificates, in lieu of the Opinion of
Counsel described above, any person purchasing a Class M Certificate shall be
deemed to have represented that either: (i) such person is not a Plan subject to
ERISA or the Code (or comparable provisions of any subsequent enactments) and is
not acting, directly or indirectly, on behalf of any such Plan or acquiring such
Certificate with Plan Assets; (ii) it has acquired and is holding such Class M
Certificates in reliance on the availability of Prohibited Transaction Exemption
2000-58 with respect to the purchase, sale and holding of such Certificates and
the servicing, operation and management of the Trust, and that it understands
that there are certain conditions to the availability of the Prohibited
Transaction Exemption 2000-58, including that the Class M Certificates must be
rated, at the time of purchase, not lower that "BBB-" (or its equivalent) by
Standard & Poor's, Fitch or Moody's Investors Service, Inc; or (iii) the
purchase of such Certificate is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction under ERISA or
Section 4975 of the Code, will not subject the Company, the Trustee or the
Master Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to those
undertaken in this Agreement and the following conditions are satisfied: (i) the
transferee is an insurance company and the source of funds used to purchase such
Certificates is an "insurance company general account" (as such term is defined
in Prohibited Transaction Class Exemption ("PTCE") 95- 60), (ii) the conditions
set forth in Sections I and III of PTCE 95-60 have been satisfied and (iii)
there is no Plan with respect to which the amount of such general account's
reserves and liabilities for contracts held by or on behalf of such Plan and all
other Plans maintained by the same employer (or any "affiliate" thereof, as
defined in PTCE 95-60) or by the same employee organization exceeds


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10% of the total of all reserves and liabilities of such general account (as
determined under PTCE 95-60) as of the date of the acquisition of such
Certificates.

        4. With respect to the Form of Class M Certificate provided as Exhibit
B-1, the third paragraph of the face of the certificate and the sixth paragraph
of the body of the certificate is hereby amended to read as follows:


        Any person purchasing a Class M Certificate shall be deemed to have
represented that either: (i) such person is not a Plan subject to ERISA or the
Code (or comparable provisions of any subsequent enactments) and is not acting,
directly or indirectly, on behalf of any such Plan or acquiring such Certificate
with Plan Assets; (ii) it has acquired and is holding such Class M Certificates
in reliance on the availability of Prohibited Transaction Exemption 2000-58 with
respect to the purchase, sale and holding of such Certificates and the
servicing, operation and management of the Trust, and that it understands that
there are certain conditions to the availability of the Prohibited Transaction
Exemption 2000-58, including that the Class M Certificates must be rated, at the
time of purchase, not lower that "BBB-" (or its equivalent) by Standard &
Poor's, Fitch or Moody's Investors Service, Inc; or (iii) the purchase of such
Certificate is permissible under applicable law, will not constitute or result
in any non-exempt prohibited transaction under ERISA or Section 4975 of the
Code, will not subject the Company, the Trustee or the Master Servicer to any
obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in this Agreement and
the exemptive relief granted by the DOL pursuant to Prohibited Transaction Class
Exemption 95-60 is available with respect to the purchase, sale and holding of
such Certificate.


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        IN WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee
have caused their duly authorized representatives to execute and deliver this
instrument as of the date first above written.


                                            IMPAC SECURED ASSETS CORP.

                                            By: /s/ Richard J. Johnson
                                                ----------------------------
                                            Name:   Richard J. Johnson
                                            Title:  Executive Vice President



                                            IMPAC FUNDING CORPORATION


                                            By: /s/ Lisa Duehring
                                                ----------------------------
                                            Name:   Lisa Duehring
                                            Title:  Senior Vice President



                                            BANKERS TRUST COMPANY OF CALIFORNIA,
                                            N.A.


                                            By: /s/ Paul T. Liu
                                                ----------------------------
                                            Name:   Paul T. Liu
                                            Title:  Vice President




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