Exhibit 4.1

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                   OPTION ONE MORTGAGE ACCEPTANCE CORPORATION
                      OPTION ONE MORTGAGE LOAN TRUST 2000-4
                    ASSET-BACKED CERTIFICATES, SERIES 2000-4

                                 AMENDMENT NO. 1

                  Amendment No. 1 (the "Amendment"), dated and effective as of
December 21, 2000, among Option One Mortgage Acceptance Corporation (the
"Depositor"), Option One Mortgage Corporation (the "Master Servicer") and Wells
Fargo Bank Minnesota, N.A. (the "Trustee"), of the Pooling and Servicing
Agreement relating to the above-captioned Series 2000-4 (the "Agreement"), dated
as of October 1, 2000, among the Depositor as depositor, the Master Servicer as
master servicer and the Trustee as trustee. Capitalized terms used herein but
not defined herein shall have the meanings ascribed thereto in the Agreement.

1.       AMENDMENT.
         ---------

                  In consideration of the mutual agreements herein contained,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree to amend the Agreement as follows:

         1.       Article I of the Agreement is amended by adding the following
                  definitions:

                  "Indenture": Either (i) the indenture relating to the issuance
                  of the NIM Notes, dated December 21, 2000, among Option One
                  Mortgage Securities Corp. NIM Trust 2000- 6 as issuer and the
                  Trustee as indenture trustee or (ii) the indenture relating to
                  the issuance of the NIM Notes, dated December 21, 2000, among
                  Option One Mortgage Securities Corp. NIM Trust 2000-7 as
                  issuer, the Trustee as indenture trustee and First Union
                  National Bank as co-trustee.

                  "NIMs Insurer": Either (i) Radian Insurance Inc. ("Radian") or
                  (ii) R.V.I. Guaranty Co., Ltd. ("R.V.I."), or any successor
                  thereto that is guaranteeing certain payments under notes
                  issued by a trust, the principal assets of which include
                  percentage interests of the Class C Certificates, the Class P
                  Certificates and the Class R Certificates.

         2.       The fourth paragraph of Section 2.02 shall be deleted in its
                  entirety and replaced with the following:

                  If in the process of reviewing the Mortgage Files and making
                  or preparing, as the case may be, the certifications referred
                  to above, the Trustee (or the Custodian, as applicable) finds
                  any document or documents constituting a part of a Mortgage
                  File to be missing or defective in any material respect, at
                  the conclusion of its review the Trustee shall so notify the
                  Originator the Depositor, the NIMs Insurers and the Master
                  Servicer. In addition, upon the discovery by the Originator,
                  the Depositor, any NIMs Insurer or the Master Servicer (or
                  upon receipt by the Trustee of written notification of such
                  breach) of a breach of any of the representations and
                  warranties



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                  made by the Originator in the Mortgage Loan Purchase Agreement
                  in respect of any Mortgage Loan which materially adversely
                  affects such Mortgage Loan or the interests of the related
                  Certificateholders in such Mortgage Loan, the party
                  discovering such breach shall give prompt written notice to
                  the other parties to this Agreement.

         3.       Section 2.03(a) shall be deleted in its entirety and replaced
                  with the following:

                  (a) Upon discovery or receipt of written notice of any
                  materially defective document in, or that a document is
                  missing from, a Mortgage File or of the breach by the
                  Originator of any representation, warranty or covenant under
                  the Mortgage Loan Purchase Agreement in respect of any
                  Mortgage Loan which materially adversely affects the value of
                  such Mortgage Loan or the interest therein of the
                  Certificateholders, the Trustee shall promptly notify the
                  Originator, the NIMs Insurers and the Master Servicer of such
                  defect, missing document or breach and request that the
                  Originator deliver such missing document or cure such defect
                  or breach within 90 days from the date the Originator was
                  notified of such missing document, defect or breach, and if
                  the Originator does not deliver such missing document or cure
                  such defect or breach in all material respects during such
                  period, the Trustee shall enforce the Originator's obligation
                  under the Mortgage Loan Purchase Agreement and cause the
                  Originator to repurchase such Mortgage Loan from the Trust
                  Fund at the Purchase Price on or prior to the Determination
                  Date following the expiration of such 90 day period (subject
                  to Section 2.03(e)); PROVIDED that, in connection with any
                  such breach that could not reasonably have been cured within
                  such 90 day period, if the Originator shall have commenced to
                  cure such breach within such 90 day period, the Originator
                  shall be permitted to proceed thereafter diligently and
                  expeditiously to cure the same within the additional period
                  provided under the Mortgage Loan Purchase Agreement. The
                  Purchase Price for the repurchased Mortgage Loan shall be
                  deposited in the Collection Account, and the Trustee, upon
                  receipt of written certification from the Master Servicer of
                  such deposit, shall release to the Originator the related
                  Mortgage File and shall execute and deliver such instruments
                  of transfer or assignment, in each case without recourse, as
                  the Originator shall furnish to it and as shall be necessary
                  to vest in the Originator any Mortgage Loan released pursuant
                  hereto and the Trustee shall have no further responsibility
                  with regard to such Mortgage File (it being understood that
                  the Trustee shall have no responsibility for determining the
                  sufficiency of such assignment for its intended purpose). In
                  lieu of repurchasing any such Mortgage Loan as provided above,
                  the Originator may cause such Mortgage Loan to be removed from
                  the Trust Fund (in which case it shall become a Deleted
                  Mortgage Loan) and substitute one or more Qualified Substitute
                  Mortgage Loans in the manner and subject to the limitations
                  set forth in Section 2.03(d). It is understood and agreed that
                  the obligation of the Originator to cure or to repurchase (or
                  to substitute for) any Mortgage Loan as to which a document is
                  missing, a material defect in a constituent document exists or
                  as to which such a breach has occurred and is continuing shall



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                  constitute the sole remedy against the Originator respecting
                  such omission, defect or breach available to the Trustee on
                  behalf of the Certificateholders.

         4.       The first paragraph of Section 2.03(d) shall be deleted in its
                  entirety and replaced with the following:

                  (d) Any substitution of Qualified Substitute Mortgage Loans
                  for Deleted Mortgage Loans made pursuant to Section 2.03(a)
                  must be effected prior to the last Business Day that is within
                  two years after the Closing Date. As to any Deleted Mortgage
                  Loan for which the Originator substitutes a Qualified
                  Substitute Mortgage Loan or Loans, such substitution shall be
                  effected by the Originator delivering to the Trustee, for such
                  Qualified Substitute Mortgage Loan or Loans, the Mortgage
                  Note, the Mortgage and the Assignment to the Trustee, and such
                  other documents and agreements, with all necessary
                  endorsements thereon, as are required by Section 2.01,
                  together with an Officers' Certificate providing that each
                  such Qualified Substitute Mortgage Loan satisfies the
                  definition thereof and specifying the Substitution Adjustment
                  (as described below), if any, in connection with such
                  substitution. The Trustee shall acknowledge receipt for such
                  Qualified Substitute Mortgage Loan or Loans and, within ten
                  Business Days thereafter, shall review such documents as
                  specified in Section 2.02 and deliver to the Master Servicer
                  and the NIMs Insurers, with respect to such Qualified
                  Substitute Mortgage Loan or Loans, a certification
                  substantially in the form attached hereto as Exhibit F-1, with
                  any applicable exceptions noted thereon. Within one year of
                  the date of substitution, the Trustee shall deliver to the
                  Master Servicer and the NIMs Insurers a certification
                  substantially in the form of Exhibit F-2 hereto with respect
                  to such Qualified Substitute Mortgage Loan or Loans, with any
                  applicable exceptions noted thereon. Monthly Payments due with
                  respect to Qualified Substitute Mortgage Loans in the month of
                  substitution are not part of the Trust Fund and will be
                  retained by the Originator. For the month of substitution,
                  distributions to Certificateholders will reflect the
                  collections and recoveries in respect of such Deleted Mortgage
                  Loan in the Due Period preceding the month of substitution and
                  the Originator shall thereafter be entitled to retain all
                  amounts subsequently received in respect of such Deleted
                  Mortgage Loan. The Originator shall give or cause to be given
                  written notice to the Certificateholders that such
                  substitution has taken place, shall amend the Mortgage Loan
                  Schedule to reflect the removal of such Deleted Mortgage Loan
                  from the terms of this Agreement and the substitution of the
                  Qualified Substitute Mortgage Loan or Loans and shall deliver
                  a copy of such amended Mortgage Loan Schedule to the Trustee.
                  Upon such substitution by the Originator, such Qualified
                  Substitute Mortgage Loan or Loans shall constitute part of the
                  Mortgage Pool and shall be subject in all respects to the
                  terms of this Agreement and the Mortgage Loan Purchase
                  Agreement, including all applicable representations and
                  warranties thereof included in the Mortgage Loan Purchase
                  Agreement as of the date of substitution.




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         5.       The third paragraph of Section 2.03(d) shall be deleted in its
                  entirety and replaced with the following:

                  In addition, the Originator shall obtain at its own expense
                  and deliver to the Trustee and the NIMs Insurers an Opinion of
                  Counsel to the effect that such substitution will not cause
                  (a) any federal tax to be imposed on the Trust Fund, including
                  without limitation, any federal tax imposed on "prohibited
                  transactions" under Section 860F(a)(l) of the Code or on
                  "contributions after the startup date" under Section
                  860G(d)(l) of the Code or (b) any REMIC to fail to qualify as
                  a REMIC at any time that any Certificate is outstanding. If
                  such Opinion of Counsel can not be delivered, then such
                  substitution may only be effected at such time as the required
                  Opinion of Counsel can be given.

         6.       Section 2.03(e) shall be deleted in its entirety and replaced
                  with the following:

                  (e) Upon discovery by the Originator, the Master Servicer, any
                  NIMs Insurer or the Trustee that any Mortgage Loan does not
                  constitute a "qualified mortgage" within the meaning of
                  Section 860G(a)(3) of the Code, the party discovering such
                  fact shall within two Business Days give written notice
                  thereof to the other parties. In connection therewith, the
                  Originator or the Depositor, as the case may be, shall
                  repurchase or, subject to the limitations set forth in Section
                  2.03(d), substitute one or more Qualified Substitute Mortgage
                  Loans for the affected Mortgage Loan within 90 days of the
                  earlier of discovery or receipt of such notice with respect to
                  such affected Mortgage Loan. Such repurchase or substitution
                  shall be made (i) by the Originator if the affected Mortgage
                  Loan's status as a non-qualified mortgage is or results from a
                  breach of any representation, warranty or covenant made by the
                  Originator under the Mortgage Loan Purchase Agreement or (ii)
                  the Depositor, if the affected Mortgage Loan's status as a
                  non-qualified mortgage is a breach of any representation or
                  warranty of the Depositor set forth in Section 2.06, or if its
                  status as a non-qualified mortgage is a breach of no
                  representation or warranty. Any such repurchase or
                  substitution shall be made in the same manner as set forth in
                  Section 2.03(a), if made by the Originator, or Section
                  2.03(b), if made by the Depositor. The Trustee shall reconvey
                  to the Depositor or the Originator, as the case may be, the
                  Mortgage Loan to be released pursuant hereto in the same
                  manner, and on the same terms and conditions, as it would a
                  Mortgage Loan repurchased for breach of a representation or
                  warranty.

         7.       The second paragraph of Section 2.05 shall be deleted in its
                  entirety and replaced with the following:

                  It is understood and agreed that the representations,
                  warranties and covenants set forth in this Section 2.05 shall
                  survive delivery of the Mortgage Files to the Trustee and
                  shall inure to the benefit of the Trustee, the Depositor and
                  the Certificateholders. Upon discovery by any of the
                  Depositor, the NIMs Insurers, the Master Servicer, the



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                  Originator or the Trustee of a breach of any of the foregoing
                  representations, warranties and covenants which materially and
                  adversely affects the value of any Mortgage Loan, Prepayment
                  Charge or the interests therein of the Certificateholders, the
                  party discovering such breach shall give prompt written notice
                  (but in no event later than two Business Days following such
                  discovery) to the Master Servicer, the Originator and the
                  Trustee. Notwithstanding the foregoing, within 90 days of the
                  earlier of discovery by the Master Servicer or receipt of
                  notice by the Master Servicer of the breach of the
                  representation or covenant of the Master Servicer set forth in
                  Sections 2.05(x) or 2.05(xi) above which materially and
                  adversely affects the interests of the Holders of the Class P
                  Certificates in any Prepayment Charge, the Master Servicer
                  shall remedy such breach as follows: (a) if the representation
                  made by the Master Servicer in Section 2.05(x) above is
                  breached and a Principal Prepayment has occurred in the
                  applicable Prepayment Period or if a change of law subsequent
                  to the Closing Date limits the enforceability of a Prepayment
                  Charge (other than in the circumstances provided in Section
                  2.05(x) above), the Master Servicer must pay the amount of the
                  scheduled Prepayment Charge, for the benefit of the Holders of
                  the Class P Certificates, by depositing such amount into the
                  Collection Account, net of any amount previously collected by
                  the Master Servicer and paid by the Master Servicer, for the
                  benefit of the Holders of the Class P Certificates, in respect
                  of such Prepayment Charge; and (b) if any of the covenants
                  made by the Master Servicer in Section 2.05(xi) above is
                  breached, the Master Servicer must pay the amount of such
                  waived Prepayment Charge, for the benefit of the holders of
                  the Class P Certificates, by depositing such amount into the
                  Collection Account. The foregoing shall not, however, limit
                  any remedies available to the Certificateholders, the
                  Depositor or the Trustee on behalf of the Certificateholders,
                  pursuant to the Mortgage Loan Purchase Agreement signed by the
                  Master Servicer in its capacity as Originator, respecting a
                  breach of the representations, warranties and covenants of the
                  Master Servicer in its capacity as Origiantor contained in the
                  Mortgage Loan Purchase Agreement.

         8.       The first paragraph of Section 3.02(a) shall be deleted in its
                  entirety and replaced with the following:

                  (a) The Master Servicer may enter into Sub-Servicing
                  Agreements with Sub- Servicers for the servicing and
                  administration of the Mortgage Loans; PROVIDED, HOWEVER, that
                  (i) such agreements would not result in a withdrawal or a
                  downgrading by any Rating Agency of the rating on any Class of
                  Certificates and (ii) the NIMs Insurers shall have consented
                  to such Sub-Servicing Agreement. The Trustee is hereby
                  authorized to acknowledge, at the request of the Master
                  Servicer, any Sub- Servicing Agreement that meets the
                  requirements applicable to Sub-Servicing Agreements set forth
                  in this Agreement and that is otherwise permitted under this
                  Agreement.




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         9.       The paragraph of Section 3.07 shall be deleted in its entirety
                  and replaced with the following:

                  The Master Servicer shall make reasonable efforts to collect
                  all payments called for under the terms and provisions of the
                  Mortgage Loans, and shall, to the extent such procedures shall
                  be consistent with this Agreement and the terms and provisions
                  of any applicable insurance policies, follow such collection
                  procedures as it would follow with respect to mortgage loans
                  comparable to the Mortgage Loans and held for its own account.
                  Consistent with the foregoing, the Master Servicer may in its
                  discretion (i) waive any late payment charge or, if
                  applicable, any penalty interest, or (ii) extend the due dates
                  for the Monthly Payments due on a Mortgage Note for a period
                  of not greater than 180 days; PROVIDED, HOWEVER, that any
                  extension pursuant to clause (ii) above shall not affect the
                  amortization schedule of any Mortgage Loan for purposes of any
                  computation hereunder, except as provided below; provided
                  further that the NIMs Insurers' prior written consent shall be
                  required for any modification, waiver or amendment if the
                  aggregate number of outstanding Mortgage Loans which have been
                  modified, waived or amended exceeds 5% of the number of
                  Mortgage Loans as of the Cut-off Date. In the event of any
                  such arrangement pursuant to clause (ii) above, the Master
                  Servicer shall make timely advances on such Mortgage Loan
                  during such extension pursuant to Section 4.04 and in
                  accordance with the amortization schedule of such Mortgage
                  Loan without modification thereof by reason of such
                  arrangement. Notwithstanding the foregoing, in the event that
                  any Mortgage Loan is in default or, in the judgment of the
                  Master Servicer, such default is reasonably foreseeable, the
                  Master Servicer, consistent with the standards set forth in
                  Section 3.01, may also waive, modify or vary any term of such
                  Mortgage Loan (including modifications that would change the
                  Mortgage Rate, forgive the payment of principal or interest or
                  extend the final maturity date of such Mortgage Loan), accept
                  payment from the related Mortgagor of an amount less than the
                  Stated Principal Balance in final satisfaction of such
                  Mortgage Loan, or consent to the postponement of strict
                  compliance with any such term or otherwise grant indulgence to
                  any Mortgagor (any and all such waivers, modifications,
                  variances, forgiveness of principal or interest,
                  postponements, or indulgences collectively referred to herein
                  as "forbearance"), PROVIDED, HOWEVER, that in no event shall
                  the Master Servicer grant any such forbearance (other than as
                  permitted by the second sentence of this Section) with respect
                  to any one Mortgage Loan more than once in any 12 month period
                  or more than three times over the life of such Mortgage Loan.
                  The Master Servicer's analysis supporting any forbearance and
                  the conclusion that any forbearance meets the standards of
                  Section 3.01 (including the standard that such forbearance
                  will maximize the timely and complete recovery of principal
                  and interest on the Mortgage Notes) shall be reflected in
                  writing in the Mortgage File.

         10.      The following paragraph shall be inserted after the first
                  paragraph of Section 3.16(b):




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                  Notwithstanding the foregoing, if such environmental audit
                  reveals, or if the Master Servicer has knowledge or notice,
                  that such Mortgaged Property contains such wastes or
                  substances or is within one mile of the site of such wastes or
                  substances, the Master Servicer shall not foreclose or accept
                  a deed in lieu of foreclosure without the prior written
                  consent of the NIMs Insurers.

         11.      The paragraph of Section 3.19 shall be deleted in its entirety
                  and replaced with the following:

                  Not later than twenty days after each Distribution Date, the
                  Master Servicer shall forward to the NIMs Insurers and, upon
                  request, to the Trustee and the Depositor the most current
                  available bank statement for the Collection Account. Copies of
                  such statement shall be provided by the Trustee to any
                  Certificateholder and to any Person identified to the Trustee
                  as a prospective transferee of a Certificate, upon request at
                  the expense of the requesting party, provided such statement
                  is delivered by the Master Servicer to the Trustee.

         12.      The paragraph of Section 3.20 shall be deleted in its entirety
                  and replaced with the following:

                  The Master Servicer will deliver to the Trustee, the NIMs
                  Insurers and the Depositor not later than 90 days following
                  the end of the fiscal year of the Master Servicer (which, as
                  of the Closing Date, ends on the last day of April),
                  commencing in 2001, an Officers' Certificate stating, as to
                  each signatory thereof, that (i) a review of the activities of
                  the Master Servicer during the preceding year and of
                  performance under this Agreement has been made under such
                  officers' supervision and (ii) to the best of such officers'
                  knowledge, based on such review, the Master Servicer has
                  fulfilled all of its obligations under this Agreement
                  throughout such year, or, if there has been a default in the
                  fulfillment of any such obligation, specifying each such
                  default known to such officer and the nature and status
                  thereof. Copies of any such statement shall be provided by the
                  Trustee to any Certificateholder and to any Person identified
                  to the Trustee as a prospective transferee of a Certificate,
                  upon request at the expense of the requesting party, provided
                  such statement is delivered by the Master Servicer to the
                  Trustee.

         13.      The paragraph of Section 3.21 shall be deleted in its entirety
                  and replaced with the following:

                  Not later than 90 days following the end of each fiscal year
                  of the Master Servicer, commencing in 2001, the Master
                  Servicer, at its expense, shall cause a nationally recognized
                  firm of independent certified public accountants to furnish to
                  the Master Servicer a report stating that (i) it has obtained
                  a letter of representation regarding certain matters from the
                  management of the Master Servicer which includes an assertion
                  that the Master Servicer has complied with certain minimum
                  residential



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                  mortgage loan servicing standards, identified in the Uniform
                  Single Attestation Program for Mortgage Bankers established by
                  the Mortgage Bankers Association of America, with respect to
                  the servicing of residential mortgage loans during the most
                  recently completed fiscal year and (ii) on the basis of an
                  examination conducted by such firm in accordance with
                  standards established by the American Institute of Certified
                  Public Accountants, such representation is fairly stated in
                  all material respects, subject to such exceptions and other
                  qualifications that may be appropriate.
                  In rendering its report such firm may rely, as to matters
                  relating to the direct servicing of residential mortgage loans
                  by Sub-Servicers, upon comparable reports of firms of
                  independent certified public accountants rendered on the basis
                  of examinations conducted in accordance with the same
                  standards (rendered within one year of such report) with
                  respect to those Sub-Servicers. Immediately upon receipt of
                  such report, the Master Servicer shall furnish copies of such
                  report to the Trustee, the NIMs Insurers and each Rating
                  Agency. Copies of such statement shall be provided by the
                  Trustee to any Certificateholder upon request at the Master
                  Servicer's expense, provided that such statement is delivered
                  by the Master Servicer to the Trustee.

         14.      Section 3.22(a) shall be deleted in its entirety and replaced
                  with the following:

                  (a) The Master Servicer shall provide to the Office of Thrift
                  Supervision, the FDIC, and any other federal or state banking
                  or insurance regulatory authority that may exercise authority
                  over any Certificateholder, access to the documentation
                  regarding the Mortgage Loans required by applicable laws and
                  regulations. Such access shall be afforded without charge, but
                  only upon reasonable request and during normal business hours
                  at the offices of the Master Servicer designated by it. In
                  addition, access to the documentation regarding the Mortgage
                  Loans will be provided to any Certificateholder, the Trustee,
                  any NIMs Insurer and to any Person identified to the Master
                  Servicer as a prospective transferee of a Certificate, upon
                  reasonable request during normal business hours at the offices
                  of the Master Servicer designated by it at the expense of the
                  Person requesting such access.

         15.      Section 3.23(a) shall be deleted in its entirety and replaced
                  with the following:

                  (a) The deed or certificate of sale of any REO Property shall
                  be taken in the name of the Trustee, or its nominee, in trust
                  for the benefit of the Certificateholders. The Master
                  Servicer, on behalf of REMIC 1, shall either sell any REO
                  Property by the end of the third full taxable year after the
                  taxable year in which such REMIC acquires ownership of such
                  REO Property for purposes of Section 860G(a)(8) of the Code or
                  request from the Internal Revenue Service, no later than 60
                  days before the day on which the three-year grace period would
                  otherwise expire, an extension of such three- year period,
                  unless the Master Servicer shall have delivered to the Trustee
                  and the NIMs Insurers an Opinion of Counsel, addressed to the
                  Trustee, the NIMs Insurers and the Depositor, to the effect
                  that the holding by the REMIC of such REO Property subsequent
                  to three years after its acquisition will not result in the
                  imposition on the



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                  REMIC of taxes on "prohibited transactions" thereof, as
                  defined in Section 860F of the Code, or cause any of the
                  REMICs created hereunder to fail to qualify as a REMIC under
                  Federal law at any time that any Certificates are outstanding.
                  The Master Servicer shall manage, conserve, protect and
                  operate each REO Property for the Certificateholders solely
                  for the purpose of its prompt disposition and sale in a manner
                  which does not cause such REO Property to fail to qualify as
                  "foreclosure property" within the meaning of Section
                  860G(a)(8) of the Code or result in the receipt by any of the
                  REMICs created hereunder of any "income from non-permitted
                  assets" within the meaning of Section 860F(a)(2)(B) of the
                  Code, or any "net income from foreclosure property" which is
                  subject to taxation under the REMIC Provisions.

         16.      The first paragraph of Section 3.23(c) shall be deleted in its
                  entirety and replaced with the following:

                  (c) The Master Servicer shall have full power and authority,
                  subject only to the specific requirements and prohibitions of
                  this Agreement, to do any and all things in connection with
                  any REO Property as are consistent with the manner in which
                  the Master Servicer manages and operates similar property
                  owned by the Master Servicer or any of its Affiliates, all on
                  such terms and for such period as the Master Servicer deems to
                  be in the best interests of Certificateholders. In connection
                  therewith, the Master Servicer shall deposit, or cause to be
                  deposited in the clearing account in which it customarily
                  deposits payments and collections on mortgage loans in
                  connection with its mortgage loan servicing activities on a
                  daily basis, and in no event more than one Business Day after
                  the Master Servicer's receipt thereof, and shall thereafter
                  deposit in the REO Account, in no event more than two Business
                  Days after the Master Servicer's receipt thereof, all revenues
                  received by it with respect to an REO Property and shall
                  withdraw therefrom funds necessary for the proper operation,
                  management and maintenance of such REO Property including,
                  without limitation:

                           (i)      all insurance premiums due and payable in
                                    respect of such REO Property;

                           (ii)     all real estate taxes and assessments in
                                    respect of such REO Property that may result
                                    in the imposition of a lien thereon; and

                           (iii)    all costs and expenses necessary to maintain
                                    such REO Property.

                  To the extent that amounts on deposit in the REO Account with
                  respect to an REO Property are insufficient for the purposes
                  set forth in clauses (i) through (iii) above with respect to
                  such REO Property, the Master Servicer shall advance from its
                  own funds such amount as is necessary for such purposes if,
                  but only if, the Master Servicer would make such advances if
                  the Master Servicer owned the REO Property



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                  and if in the Master Servicer's judgment, the payment of such
                  amounts will be recoverable from the rental or sale of the REO
                  Property.

                           Notwithstanding the foregoing, neither the Master
                           Servicer nor the Trustee shall:

                           (A) authorize the Trust Fund to enter into, renew or
                           extend any New Lease with respect to any REO
                           Property, if the New Lease by its terms will give
                           rise to any income that does not constitute Rents
                           from Real Property;

                           (B) authorize any amount to be received or accrued
                           under any New Lease other than amounts that will
                           constitute Rents from Real Property;

                           (C) authorize any construction on any REO Property,
                           other than the completion of a building or other
                           improvement thereon, and then only if more than ten
                           percent of the construction of such building or other
                           improvement was completed before default on the
                           related Mortgage Loan became imminent, all within the
                           meaning of Section 856(e)(4)(B) of the Code; or

                           (D) authorize any Person to Directly Operate any REO
                           Property on any date more than 90 days after its date
                           of acquisition by the Trust Fund;

                  unless, in any such case, the Master Servicer has obtained an
                  Opinion of Counsel, provided to the Trustee and the NIMs
                  Insurers, to the effect that such action will not cause such
                  REO Property to fail to qualify as "foreclosure property"
                  within the meaning of Section 860G(a)(8) of the Code at any
                  time that it is held by the REMIC, in which case the Master
                  Servicer may take such actions as are specified in such
                  Opinion of Counsel.

         17.      Section 4.03(c) shall be deleted in its entirety and replaced
                  with the following:

                  (c) On each Distribution Date, the Trustee shall forward to
                  the NIMs Insurers and the Class R Certificateholders a copy of
                  the reports forwarded to the Regular Certificateholders in
                  respect of such Distribution Date with such other information
                  as the Trustee deems necessary or appropriate.

         18.      Section 4.04(a) shall be deleted in its entirety and replaced
                  with the following:

                  (a) On the second Business Day following each Determination
                  Date but in no event later than the earlier of (i) such date
                  which would allow the trustee to submit a claim to the NIMs
                  Insurers under the applicable Indentures and (ii) the 21st day
                  of each month (or if such 21st day is not a Business Day, the
                  preceding Business Day), the Master Servicer shall deliver to
                  the Trustee and the NIMs Insurers by telecopy or electronic
                  mail (or by such other means as the Master Servicer and the
                  Trustee may



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                  agree from time to time) a Remittance Report with respect to
                  the related Distribution Date. Not later than the 21st day of
                  each month (or if such 21st day is not a Business Day, the
                  preceding Business Day), the Master Servicer shall deliver or
                  cause to be delivered to the Trustee in addition to the
                  information provided on the Remittance Report, such other
                  information reasonably available to it with respect to the
                  Mortgage Loans as the Trustee may reasonably require to
                  perform the calculations necessary to make the distributions
                  contemplated by Section 4.01 and to prepare the statements to
                  Certificateholders contemplated by Section 4.03. The Trustee
                  shall not be responsible to recompute, recalculate or verify
                  any information provided to it by the Master Servicer.

         19.      The paragraph of Section 6.07 shall be deleted in its entirety
                  and replaced with the following:

                  The Master Servicer, in its capacity as Originator and Master
                  Servicer, shall afford the Trustee and any NIMs Insurer, upon
                  reasonable notice, during normal business hours, access to all
                  records maintained by the Master Servicer in respect of its
                  rights and obligations hereunder and access to officers of the
                  Master Servicer responsible for such obligations. Upon
                  request, the Master Servicer shall furnish to the Trustee its
                  most recent publicly available financial statements and such
                  other information relating to its capacity to perform its
                  obligations under this Agreement.

         20.      Section 7.02(a) shall be deleted in its entirety and replaced
                  with the following:

                  (a) Within 90 days of the time the Master Servicer (and the
                  Trustee, if notice is sent by the Holders) receives a notice
                  of termination pursuant to Section 7.01 or 6.04, the Trustee
                  (or such other successor Master Servicer as is approved in
                  accordance with this Agreement) shall be the successor in all
                  respects to the Master Servicer in its capacity as servicer
                  under this Agreement and the transactions set forth or
                  provided for herein and shall be subject to all the
                  responsibilities, duties and liabilities relating thereto
                  placed on the Master Servicer by the terms and provisions
                  hereof arising on and after its succession. Notwithstanding
                  the foregoing, the parties hereto agree that the Trustee, in
                  its capacity as successor Master Servicer, immediately will
                  assume all of the obligations of the Master Servicer to make
                  advances. Notwithstanding the foregoing, the Trustee, in its
                  capacity as successor Master Servicer, shall not be
                  responsible for the lack of information and/or documents that
                  it cannot obtain through reasonable efforts. As compensation
                  therefor, the Trustee (or such other successor Master
                  Servicer) shall be entitled to such compensation as the Master
                  Servicer would have been entitled to hereunder if no such
                  notice of termination had been given. Notwithstanding the
                  above, (i) if the Trustee is unwilling to act as successor
                  Master Servicer or (ii) if the Trustee is legally unable so to
                  act, the Trustee shall appoint or petition a court of
                  competent jurisdiction to appoint, any established housing and
                  home finance institution, bank or other mortgage loan or home
                  equity loan servicer having a net worth of not less than



<PAGE>


                                      -12-


                  $50,000,000 and acceptable to each NIMs Insurer as the
                  successor to the Master Servicer hereunder in the assumption
                  of all or any part of the responsibilities, duties or
                  liabilities of the Master Servicer hereunder; PROVIDED, that
                  the appointment of any such successor Master Servicer will not
                  result in the qualification, reduction or withdrawal of the
                  ratings assigned to the Certificates by the Rating Agencies as
                  evidenced by a letter to such effect from the Rating Agencies.
                  Pending appointment of a successor to the Master Servicer
                  hereunder, unless the Trustee is prohibited by law from so
                  acting, the Trustee shall act in such capacity as hereinabove
                  provided.
                  In connection with such appointment and assumption, the
                  successor shall be entitled to receive compensation out of
                  payments on Mortgage Loans in an amount equal to the
                  compensation which the Master Servicer would otherwise have
                  received pursuant to Section 3.18 (or such other compensation
                  as the Trustee and such successor shall agree, not to exceed
                  the Servicing Fee). The appointment of a successor Master
                  Servicer shall not affect any liability of the predecessor
                  Master Servicer which may have arisen under this Agreement
                  prior to its termination as Master Servicer to pay any
                  deductible under an insurance policy pursuant to Section 3.14
                  or to indemnify the Trustee pursuant to Section 3.06), nor
                  shall any successor Master Servicer be liable for any acts or
                  omissions of the predecessor Master Servicer or for any breach
                  by such Master Servicer of any of its representations or
                  warranties contained herein or in any related document or
                  agreement. The Trustee and such successor shall take such
                  action, consistent with this Agreement, as shall be necessary
                  to effectuate any such succession. All Servicing Transfer
                  Costs shall be paid by the predecessor Master Servicer upon
                  presentation of reasonable documentation of such costs, and if
                  such predecessor Master Servicer defaults in its obligation to
                  pay such costs, such costs shall be paid by the successor
                  Master Servicer or the Trustee (in which case the successor
                  Master Servicer or the Trustee, as applicable, shall be
                  entitled to reimbursement therefor from the assets of the
                  Trust).

         21.      Section 9.01(f) shall be deleted in its entirety and replaced
                  with the following:

                  (f) The Trustee, the Master Servicer and the Holders of
                  Certificates shall take any action or cause the REMIC to take
                  any action necessary to create or maintain the status of each
                  REMIC as a REMIC under the REMIC Provisions and shall assist
                  each other as necessary to create or maintain such status.
                  Neither the Trustee, the Master Servicer nor the Holder of any
                  Residual Certificate shall take any action, cause any REMIC
                  created hereunder to take any action or fail to take (or fail
                  to cause to be taken) any action that, under the REMIC
                  Provisions, if taken or not taken, as the case may be, could
                  (i) endanger the status of such REMIC as a REMIC or (ii)
                  result in the imposition of a tax upon such REMIC (including
                  but not limited to the tax on prohibited transactions as
                  defined in Code Section 860F(a)(2) and the tax on prohibited
                  contributions set forth on Section 860G(d) of the Code)
                  (either such event, an "Adverse REMIC Event") unless the
                  Trustee, the NIMs Insurers and the Master Servicer have
                  received an Opinion of Counsel (at the expense of the party
                  seeking to take such action) to the effect that the
                  contemplated action will not endanger such



<PAGE>


                                      -13-


                  status or result in the imposition of such a tax. In addition,
                  prior to taking any action with respect to any REMIC created
                  hereunder or the assets therein, or causing such REMIC to take
                  any action, which is not expressly permitted under the terms
                  of this Agreement, any Holder of a Residual Certificate will
                  consult with the Trustee and the Master Servicer, or their
                  respective designees, in writing, with respect to whether such
                  action could cause an Adverse REMIC Event to occur with
                  respect to any REMIC, and no such Person shall take any such
                  action or cause any REMIC to take any such action as to which
                  the Trustee or the Master Servicer has advised it in writing
                  that an Adverse REMIC Event could occur.

         22.      The paragraph of Section 9.02 shall be deleted in its entirety
                  and replaced with the following:

                  Neither the Depositor, the Master Servicer nor the Trustee
                  shall sell, dispose of, or substitute for any of the Mortgage
                  Loans, except in a disposition pursuant to (i) the foreclosure
                  of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund,
                  (iii) the termination of any REMIC created hereunder pursuant
                  to Article X of this Agreement, (iv) a substitution pursuant
                  to Article II of this Agreement or (v) a repurchase of
                  Mortgage Loans pursuant to Article II of this Agreement, nor
                  acquire any assets for any REMIC, nor sell or dispose of any
                  investments in the Distribution Account for gain, nor accept
                  any contributions to either REMIC after the Closing Date,
                  unless it and the NIMs Insurers have received an Opinion of
                  Counsel (at the expense of the party causing such sale,
                  disposition, or substitution) that such disposition,
                  acquisition, substitution, or acceptance will not (a) affect
                  adversely the status of any REMIC created hereunder as a REMIC
                  or of the interests therein other than the Residual
                  Certificates as the regular interests therein, (b) affect the
                  distribution of interest or principal on the Certificates, (c)
                  result in the encumbrance of the assets transferred or
                  assigned to the Trust Fund (except pursuant to the provisions
                  of this Agreement) or (d) cause any REMIC created hereunder to
                  be subject to a tax on prohibited transactions or prohibited
                  contributions pursuant to the REMIC Provisions.

         23.      The paragraph of Section 11.05 shall be deleted in its
                  entirety and replaced with the following:

                  All directions, demands and notices hereunder shall be in
                  writing and shall be deemed to have been duly given if
                  personally delivered at or mailed by first class mail, postage
                  prepaid, by facsimile or by express delivery service, to (a)
                  in the case of the Originator and/or Master Servicer, Option
                  One Mortgage Corporation, 3 Ada, Irvine, California 92618,
                  Attention: William O'Neill, or such other address or telecopy
                  number as may hereafter be furnished to the Depositor, the
                  NIMs Insurers and the Trustee in writing by the Master
                  Servicer, (b) in the case of the Trustee, Wells Fargo Bank
                  Minnesota, N.A., 11000 Broken Land Parkway, Columbia, Maryland
                  21044, Attention: Option One Mortgage Loan Trust Series
                  2000-4, with



<PAGE>


                                      -14-


                  a copy to Wells Fargo Bank Minnesota, N.A., Sixth and
                  Marquette, Minneapolis, Minnesota 55479, Attention: Option One
                  Series 2000-4, or such other address or telecopy number as may
                  hereafter be furnished to the Depositor, the NIMs Insurers and
                  the Master Servicer in writing by the Trustee, (c) in the case
                  of the Depositor, Option One Mortgage Acceptance Corporation,
                  3 Ada, Irvine, California 92618, Attention: William O'Neill,
                  or such other address or telecopy number as may be furnished
                  to the Master Servicer, the NIMs Insurers and the Trustee in
                  writing by the Depositor, (d) in the case of Radian, Radian
                  Insurance Inc., 1601 Market Street, Philadelphia, Pennsylvania
                  19103, Attention: General Counsel, or such other address or
                  telecopy number as may hereafter be furnished to the
                  Depositor, the Trustee, and the Master Servicer in writing by
                  Radian and (e) in the case of R.V.I., R.V.I. Guaranty Co.,
                  Ltd., 20 Reid Street, 3rd Floor, Williams House, Hamilton HM
                  HX Bermuda, Attention: Adrienne Hintz, or such other address
                  or telecopy number as may hereafter be furnished to the
                  Depositor, the Trustee and the Master Servicer in writing by
                  R.V.I. Any notice required or permitted to be mailed to a
                  Certificateholder shall be given by first class mail, postage
                  prepaid, at the address of such Holder as shown in the
                  Certificate Register. Notice of any Master Servicer Default
                  shall be given by telecopy and by certified mail. Any notice
                  so mailed within the time prescribed in this Agreement shall
                  be conclusively presumed to have duly been given when mailed,
                  whether or not the Certificateholder receives such notice.
                  A copy of any notice required to be telecopied hereunder shall
                  also be mailed to the appropriate party in the manner set
                  forth above.

         24.      The following Section 11.10 shall be inserted:

                  Section 11.10     Third Party Rights.
                                    ------------------

                  Each NIMs Insurer shall be deemed a third-party beneficiary of
                  this Agreement to the extent of the rights provided to it in
                  this Agreement, as if it were a party hereto, and shall have
                  the right to enforce this Agreement to such extent as if it
                  were a party hereto.

         25.      Section 11.10 shall now be labeled as Section 11.11.

         26.      Section 11.11 shall now be labeled as Section 11.12.

         27.      Section 11.12 shall now be labeled as Section 11.13.

2.       COUNTERPARTS.
         ------------

                  This Amendment may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.



<PAGE>


                                      -15-



3.       GOVERNING LAW.
         -------------

                  This Amendment shall be construed in accordance with the laws
of the State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.

4.       SEVERABILITY OF PROVISIONS.
         --------------------------

                  If any one or more of the covenants, agreements, provisions or
terms of this Amendment for any reason whatsoever shall be held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Amendment and
shall in no way affect the validity or enforceability of the other provisions of
this Amendment.

5.       SUCCESSORS AND ASSIGNS.
         ----------------------

                  The provisions of this Amendment shall be binding upon and
inure to the benefit of the respective successors and assigns of the parties
hereto, and all such provisions shall inure to the benefit of the
Certificateholders.

6.       ARTICLE AND SECTION HEADINGS.
         ----------------------------

                  The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.




<PAGE>


                  IN WITNESS WHEREOF, the Depositor, the Master Servicer and the
Trustee have caused their names to be signed hereto by their respective officers
thereunto duly authorized, all as of the day and year first above written.

                                              OPTION ONE MORTGAGE
                                              ACCEPTANCE
                                              CORPORATION, as Depositor

                                              By: /s/ David S. Wells
                                                 ----------------------------
                                              Name:   David S. Wells
                                              Title:  Assistant Secretary

                                              OPTION ONE MORTGAGE
                                              CORPORATION, as Master Servicer

                                              By: /s/ Rod Colombi
                                                 ----------------------------
                                              Name:   Rod Colombi
                                              Title:  Vice President

                                              WELLS FARGO BANK MINNESOTA,
                                              N.A., as Trustee

                                              By: /s/ Amy Doyle
                                                 ----------------------------
                                              Name:   Amy Doyle
                                              Title:  Assistant Vice President