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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, 1998

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


                       Mortgage Pass-Through Certificates

                                  Series 1998-2





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<PAGE>




                  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, 1998, relating to the issuance of Mortgage Pass-Through Certificates,
Series 1998-2; 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 second paragraph of Section 5.02(d) of the Agreement is amended
to read as follows:

         Any person purchasing a Class M or Residual 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) in the case of the Class M Certificate, 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-ex prohibited
transaction under ERISA or Section 4975 of the Code, will not subject the
Depositor, 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 Sections I and III of Prohibited Transaction
Class Exemption 95-60 is available with respect to the purchase, sale and
holding of such Certificate.

         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 according to the
paragraph above.


                                        i

<PAGE>




         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 Johnson
                                ------------------------------------------------
                             Name:   Richard Johnson
                             Title:  Chief Financial Officer and Executive Vice
                                     President



                             IMPAC FUNDING CORPORATION


                             By: /s/ Lisa A. Duehring
                                ------------------------------------------------
                             Name:   Lisa A. 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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