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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 September 1, 1997

                        _________________________________


                       Mortgage Pass-Through Certificates

                                  Series 1997-3



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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 September
1, 1997, relating to the issuance of Mortgage Pass-Through Certificates, Series
1997-3; 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 clause "Subordinate" and substituting in
its place the following: "Class B".

     3. 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-exempt 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 A Certificate provided as Exhibit A,
the third paragraph of the face of the certificate is hereby deleted in its
entirety.




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     5. 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 are hereby 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-exempt 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.


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



                                   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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