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, 1997 Mortgage Pass-Through Certificates

================================================================================




                           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, 1997

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


                       Mortgage Pass-Through Certificates

                                  Series 1997-2




================================================================================







          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,
1997, relating to the issuance of Mortgage Pass-Through Certificates, Series
1997-2; 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
11.02 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 5.07 of the
Agreement is amended by deleting the clause "or Class B" and substituting in its
place the following: ", Class B-4, Class B-5 or Class B-6".





                                        i






     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/  Xxxxxxx X. Xxxxxxx
                                      ------------------------------------------
                                   Name:    Xxxxxxx X. Xxxxxxx
                                   Title:   Executive Vice President and Chief
                                            Financial Officers



                                   IMPAC FUNDING CORPORATION


                                   By: /s/ Xxxx X. Xxxxxxxx
                                      ------------------------------------------
                                   Name:    Xxxx X. Xxxxxxxx
                                   Title:   Senior Vice President



                                   BANKERS TRUST COMPANY OF CALIFORNIA,
                                   N.A.


                                   By:  /s/ Xxxx X. Xxx
                                      ------------------------------------------
                                   Name:    Xxxx X. Xxx
                                   Title:   Vice President




                                       ii