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                           IMPAC SECURED ASSETS CORP.,
                                  as Depositor,


                   WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.
                               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, 1998

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


                       Mortgage Pass-Through Certificates

                                  Series 1998-3



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<PAGE>




                   AMENDMENT No. 1 made as of this 15th day of February 2001,
among Impac Secured Assets Corp. (the "Depositor"), Washington Mutual Mortgage
Securities Corp., 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, 1998, relating to the issuance of Mortgage Pass-Through
Certificates, Series 1998-3; 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 following clause: "Variable Strip".

         3. The second paragraph of Section 5.02(d) of the Agreement is 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 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 Certificates provided as Exhibit
B-2, 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:

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<PAGE>




         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 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/ Ronald Morrison
                                     -------------------------------------------
                                  Name:    Ronald Morrison
                                  Title:   Secretary



                                  WASHINGTON MUTUAL MORTGAGE
                                  SECURITIES CORP.


                                  By:  /s/  Michael L. Parker
                                     -------------------------------------------
                                  Name:    Michael L. Parker
                                  Title:   President



                                  BANKERS TRUST COMPANY OF CALIFORNIA,
                                  N.A.


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



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