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                           IMPAC SECURED ASSETS CORP.,
                                  as Depositor,


                           IMPAC FUNDING CORPORATION,
                               as Master Servicer,


                                       and


                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                                   as Trustee




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

                           AMENDMENT NO. 1 dated as of
                            February 15, 2001 to the


                         POOLING AND SERVICING AGREEMENT

                          Dated as of December 1, 1999

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


                       Mortgage Pass-Through Certificates

                                  Series 1999-2





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                  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 Wells Fargo Bank Minnesota,
National Association, 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
December 1, 1999, relating to the issuance of Mortgage Pass-Through
Certificates, Series 1999-2; 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) is hereby 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 tany
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 Prohibited Transaction Class
Exemption 95-60 is available with respect to the purchase, sale and holding of
such Certificate.

         3. With respect to the Form of Class M Certificate provided as Exhibit
B-1, the third paragraph of the face of the certificate is hereby deleted in its
entirety, and the sixth paragraph othe body of the certificate are hereby
amended to read according to the paragraph above.




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         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



                                     WELLS FARGO BANK MINNESOTA, NATIONAL
                                     ASSOCIATION


                                     By:  /s/ Barry L. Akers
                                        ----------------------------------------
                                     Name:    Barry L. Akers
                                     Title:   Vice President




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