Financial Guaranty Insurance Company
125 Park Avenue
New York, New York 10017
(212) 312-3000
(800) 352-0001


SURETY BOND



Issuer:  Impac CMB Trust Series 2005-3                  Policy Number:  05030010
                                                        Control Number:  0010001

Insured Obligations:
-------------------------------------------

$150,000,000 in aggregate maximum principal
amount of Impac CMB Trust Series 2005-3,
Collateralized Asset-Backed Bonds, Series
2005-3, Class A-3 Bonds, (the "Insured
Bonds")
-------------------------------------------


Indenture Trustee:  Wells Fargo Bank. N.A.

Financial Guaranty Insurance Company ("Financial Guaranty"), a New York stock
insurance company, in consideration of the right of Financial Guaranty to
receive monthly premiums pursuant to the Indenture (as defined below) and the
Insurance Agreement referred to therein, and subject to the terms of this Surety
Bond, hereby unconditionally and irrevocably agrees to pay each Insured Amount,
to the extent set forth in the Indenture, to the Indenture Trustee named above
or its successor, as trustee for the Bondholders. Capitalized terms used and not
otherwise defined herein shall have the meanings assigned to such terms in the
Annex A attached to the Indenture as in effect and executed on the date hereof.

The term "Insured Amount" with respect to any Payment Date and the Insured Bonds
means (1) any Deficiency Amount and (2) any Preference Amount.

The term "Deficiency Amount" means, with respect to any Payment Date and the
Insured Bonds, an amount, if any, equal to the sum of:

         (1)      the amount by which the aggregate amount of Accrued Bond
                  Interest on the Insured Bonds on that Payment Date exceeds the
                  portion of Available Funds otherwise allocable to the Class
                  A-3 Bonds; and

         (2)      (i) with respect to any Payment Date that is not the Final
                  Scheduled Payment Date, the Allocated Realized Loss Amount for
                  such Payment Date, to the extent not previously paid pursuant
                  to this Surety Bond or otherwise reimbursed to the Indenture
                  Trustee; and

                  (ii)     on the Final Scheduled Payment Date, the aggregate
                  outstanding Bond Principal Balance of the Insured Bonds to the
                  extent otherwise not paid on that date.

The term "Allocated Realized Loss Amount" means, with respect to any Payment
Date and Insured Bonds, the sum of (1) the amount of any Realized Losses that
would be allocated on



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Financial Guaranty Insurance Company
125 Park Avenue
New York, New York 10017
(212) 312-3000
(800) 352-0001


SURETY BOND


such Payment Date to reduce (other than by payment in respect of principal) the
Bond Principal Balance of the Insured Bonds on such Payment Date, if no payment
were made under this Surety Bond, and (2) the Allocated Realized Loss Amount
from the preceding Payment Date, to the extent such Allocated Realized Loss
Amount was not the basis for a previous claim for payment under this Surety
Bond.

The term "Final Scheduled Payment Date" for the Insured Bonds means the Payment
Date occurring in August 2035.

Financial Guaranty will pay a Deficiency Amount with respect to the Insured
Bonds by 12:00 noon (New York City Time) in immediately available funds to the
Indenture Trustee on the later of (i) the second Business Day following the
Business Day on which Financial Guaranty shall have received Notice that a
Deficiency Amount is due in respect of the Insured Bonds, and (ii) the Payment
Date on which the related Deficiency Amount is payable to the Bondholders
pursuant to the Indenture, for payment to the Bondholders in the same manner as
other payments with respect to the Insured Bonds are required to be made. Any
Notice received by Financial Guaranty after 12:00 noon New York City time on a
given Business Day or on any day that is not a Business Day shall be deemed to
have been received by Financial Guaranty on the next succeeding Business Day.

Upon payment of a Deficiency Amount hereunder, Financial Guaranty shall be fully
subrogated to the rights of the Bondholders to receive the amount so paid.
Financial Guaranty's obligations with respect to the Insured Bonds hereunder
with respect to each Payment Date shall be discharged to the extent funds
consisting of the related Deficiency Amount are received by the Indenture
Trustee on behalf of the Bondholders for payment to such Bondholders, as
provided in the Indenture and herein, whether or not such funds are properly
applied by the Indenture Trustee.

If any portion or all of any amount that is insured hereunder that was
previously distributed to a Bondholder is recoverable and recovered from such
Bondholder as a voidable preference by a trustee in bankruptcy pursuant to the
U.S. Bankruptcy Code, pursuant to a final non-appealable order of a court
exercising proper jurisdiction in an insolvency proceeding (a "Final Order")
(such recovered amount, a "Preference Amount"), Financial Guaranty will pay on
the guarantee described in the first paragraph hereof, an amount equal to each
such Preference Amount by 12:00 noon on the next Payment Date after the second
Business Day following receipt by Financial Guaranty of (w) a certified copy of
the Final Order, (x) an opinion of counsel satisfactory to Financial Guaranty
that such order is final and not subject to appeal, (y) an assignment, in form
reasonably satisfactory to Financial Guaranty, irrevocably assigning to
Financial Guaranty all rights and claims of the Indenture Trustee and/or such
Bondholder relating to or arising under such Preference Amount and appointing
Financial Guaranty as the agent of the Indenture Trustee and/or such Bondholder
in respect of such Preference Amount, and (z) a Notice appropriately completed
and executed by the Indenture Trustee or such



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Financial Guaranty Insurance Company
125 Park Avenue
New York, New York 10017
(212) 312-3000
(800) 352-0001


SURETY BOND


Bondholder, as the case may be. Such payment shall be made to the receiver,
conservator, debtor-in-possession or trustee in bankruptcy named in the Final
Order and not to the Indenture Trustee or Bondholder directly (unless the
Bondholder has previously paid such amount to such receiver, conservator,
debtor-in-possession or trustee named in such Final Order in which case payment
shall be made to the Indenture Trustee for payment to the Bondholder upon
delivery of proof of such payment reasonably satisfactory to Financial
Guaranty). Notwithstanding the foregoing, in no event shall Financial Guaranty
be (i) required to make any payment under this Surety Bond in respect of any
Preference Amount to the extent such Preference Amount is comprised of amounts
previously paid by Financial Guaranty hereunder, or (ii) obligated to make any
payment in respect of any Preference Amount, which payment represents a payment
of the principal amount of any Insured Bonds, prior to the time Financial
Guaranty otherwise would have been required to make a payment in respect of such
principal, in which case Financial Guaranty shall pay the balance of the
Preference Amount when such amount otherwise would have been required.

Any of the documents required under clauses (w) through (z) of the preceding
paragraph that are received by Financial Guaranty after 12:00 noon New York City
time on a given Business Day or on any day that is not a Business Day shall be
deemed to have been received by Financial Guaranty on the next succeeding
Business Day. If any notice received by Financial Guaranty is not in proper form
or is otherwise insufficient for the purpose of making a claim under this Surety
Bond, it will be deemed not to have been received by Financial Guaranty, and
Financial Guaranty will promptly so advise the Indenture Trustee, and the
Indenture Trustee may submit an amended Notice. All payments made by Financial
Guaranty hereunder in respect of Preference Amounts will be made with Financial
Guaranty's own funds.

This Surety Bond is non-cancelable for any reason, including nonpayment of any
premium. The premium on this Surety Bond is not refundable for any reason,
including the payment of any Insured Bonds prior to their maturity. This Surety
Bond shall expire and terminate without any action on the part of Financial
Guaranty or any other Person on the date that is the later of (i) the date that
is one year and one day following the date on which the Insured Bonds shall have
been paid in full and (ii) if any insolvency proceeding referenced in the second
preceding paragraph has been commenced on or prior to the date specified in
clause (i) above, the 30th day after the entry of a final, non-appealable order
in resolution or settlement of such proceeding.

A monthly premium shall be due and payable in arrears as provided in the
Indenture and the Insurance Agreement.

This Surety Bond will not cover Basic Risk Shortfalls, Basis Risk Shortfall
Carry-Forward Amounts, Prepayment Interest Shortfalls or Relief Act Shortfalls
on the Insured Bonds, nor does this Surety Bond guarantee to the holders of the
Insured Bonds any particular rate of principal payment. In addition, this Surety
Bond does not cover shortfalls, if any, attributable to the liability of the
Issuer or the Indenture Trustee for withholding taxes, if any (including
interest



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Financial Guaranty Insurance Company
125 Park Avenue
New York, New York 10017
(212) 312-3000
(800) 352-0001


SURETY BOND


and penalties in respect of any liability for withholding taxes) or any
shortfalls in amounts distributable to the Insured Bonds as a result of limited
earnings in the Pre-Funding Account. This Surety Bond also does not cover the
failure of the Indenture Trustee to make any payment required under the
Indenture to the holder of an Insured Bond.

This Surety Bond is subject to and shall be governed by the laws of the State of
New York, without giving effect to the conflicts of laws principles thereof. The
proper venue for any action or proceeding on this Surety Bond shall be the
County of New York, State of New York. The insurance provided by this Surety
Bond is not covered by the New York Property/Casualty Insurance Security Fund
(New York Insurance Code, Article 76).

"Notice" means a written notice in the form of EXHIBIT A to this Surety Bond by
registered or certified mail or telephonic or telegraphic notice, subsequently
confirmed by written notice delivered via telecopy, telex or hand delivery from
the Indenture Trustee to Financial Guaranty specifying the information set forth
therein. "Bondholder" means, as to a particular Insured Bond, the person, other
than the Issuer, who, on the applicable Payment Date, is entitled under the
terms of such Insured Bond to a distribution thereon. "Indenture" means the
Indenture relating to the Insured Bonds by and between Impac CMB Trust Series
2005-3, as Issuer, and Wells Fargo Bank, N.A., as Indenture Trustee, dated as of
April 6, 2005. "Insurance Agreement" means the Insurance and Indemnity
Agreement, among Financial Guaranty, Impac Mortgage Holdings, Inc., Impac
Funding Corporation, IMH Assets Corp, Impac CMB Trust Series 2005-3 and the
Indenture Trustee, dated as of April 6, 2005.

In the event that payments under any Insured Bond are accelerated, nothing
herein contained shall obligate Financial Guaranty to make any payment of
principal or interest on such Insured Bond on an accelerated basis, unless such
acceleration of payment by Financial Guaranty is at the sole option of Financial
Guaranty; it being understood that a payment shortfall in respect of the
redemption of any Insured Bond by reason of the repurchase of the Trust Estate
pursuant to Section 8.07 of the Indenture does not constitute acceleration for
the purposes hereof.



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Financial Guaranty Insurance Company
125 Park Avenue
New York, New York 10017
(212) 312-3000
(800) 352-0001


SURETY BOND


IN WITNESS WHEREOF, Financial Guaranty has caused this Surety Bond to be affixed
with its corporate seal and to be signed by its duly authorized officer in
facsimile to become effective and binding upon Financial Guaranty by virtue of
the countersignature of its duly authorized representative.


President: /s/ Howard Pfeffer        Authorized Representative: /s/ Martin Joyce
           ------------------                                   ----------------

Effective Date:  April 6, 2005



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                                    EXHIBIT A

                              NOTICE OF NONPAYMENT
                    AND DEMAND FOR PAYMENT OF INSURED AMOUNTS

To:      Financial Guaranty Insurance Company
         125 Park Avenue
         New York, New York 10017
         (212) 312-3000
         Attention:  General Counsel

         Telephone:  (212) 312-3000
         Telecopier:  (212) 312-3220

         -----------------------------------------------------------------------
Re:      $150,000,000 in aggregate maximum principal amount of Impac CMB Trust
         Series 2005-3, Collateralized Asset-Backed Bonds, Series 2005-3, Class
         A-3 Bonds (collectively, the "Insured Bonds")
         -----------------------------------------------------------------------

         Policy No.  05030010 (the "Surety Bond")

Payment Date:___________________________

We refer to that certain Indenture, dated as of April 6, 2005, by and between
Impac CMB Trust Series 2005-3, as Issuer, and Wells Fargo Bank, N.A., as
Indenture Trustee (the "Indenture"), relating to the above referenced Insured
Bonds. All capitalized terms not otherwise defined herein or in the Surety Bond
shall have the same respective meanings assigned to such terms in the Indenture.

(a)      The Indenture Trustee has determined under the Indenture that in
         respect of the Payment Date:

         (1)      The insured portion of the distribution on the Insured Bonds
                  in respect of the Payment Date that is due to be received on
                  ______________ under the Indenture, is equal to
                  $_____________, consisting of

                  (A)      $ ___________ in respect of interest on the Insured
                           Bonds, which is calculated as the amount by which:

                           (i)      $____________, constituting the aggregate
                                    amount of Accrued Bond Interest on the
                                    Insured Bonds on that Payment Date; exceeds

                           (ii)     $___________, representing the portion of
                                    Available Funds otherwise allocable to the
                                    Class A-3 Bonds; plus

                  (B)      $_____________ in respect of principal of the Insured
                           Bonds, which is calculated as the amount of Allocated
                           Realized Loss Amount for such



                                      A-1
<PAGE>


                           Payment Date, to the extent not previously paid
                           pursuant to this Surety Bond or otherwise reimbursed
                           to the Indenture Trustee.

         (2)      [The amount to be paid to the Bondholders on the Final Payment
                  Date, which occurs on _____________, is $____________,] which
                  amount equals the aggregate outstanding Bond Principal Balance
                  of the Insured Bonds to the extent not otherwise paid on that
                  date.

         (3)      The amounts available in the Payment Account to be distributed
                  on such Payment Date on the Insured Bonds pursuant to the
                  Indenture in payment of the items identified in items (1) and
                  (2) above, as reduced by any portion thereof that has been
                  deposited in the Payment Account but may not be withdrawn
                  therefrom pursuant to an order of a United States bankruptcy
                  court of competent jurisdiction imposing a stay pursuant to
                  Section 362 of the United States Bankruptcy Code), is
                  $__________.

Please be advised that, accordingly, a Deficiency Amount exists for the Payment
Date identified above for the Insured Bonds in the amount of $__________. This
Deficiency Amount constitutes an Insured Amount payable by Financial Guaranty
under the Surety Bond.

[In addition, attached hereto is a copy of the Final Order in connection with a
Preference Amount in the amount set forth therein, together with an assignment
of rights and appointment of agent and other documents required by the Surety
Bond in respect of Preference Amounts. The amount of the Preference Amount is
$______________. This Preference Amount constitutes an Insured Amount payable by
Financial Guaranty under the Surety Bond.]

Accordingly, pursuant to the Indenture, this statement constitutes a notice for
payment of an Insured Amount by Financial Guaranty in the amount of
$_______________ under the Surety Bond.

(b)      No payment claimed hereunder is in excess of the amount payable under
         the Surety Bond.

The amount requested in this Notice should be paid to:  [Payment Instructions]

Any person who knowingly and with intent to defraud any insurance company or
other person files an application for insurance or statement of claim containing
any materially false information or conceals for the purpose of misleading,
information concerning any fact material thereto, commits a fraudulent insurance
act, which is a crime, and shall also be subject to a civil penalty not to
exceed Five Thousand Dollars ($5,000.00) and the stated value of the claim for
each such violation.



                                      A-2
<PAGE>


IN WITNESS WHEREOF, the Indenture Trustee has executed and delivered this Notice
of Nonpayment and Demand for Payment of Insured Amounts this _____ day of
______________.


                                           ____________________________________,
                                           as Indenture Trustee



                                           By:__________________________________


                                           Title:_______________________________



                                      A-3