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IMPAC SECURED ASSETS CORP.,

Company,

IMPAC FUNDING CORPORATION

Master Servicer,

and

WELLS FARGO BANK, N.A.

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of June 1, 2005

________________________

Mortgage Pass-Through Certificates

Series 2005-1

TABLE OF CONTENTS

ARTICLE I DEFINITIONS

Section 1.01. Defined Terms.

Accrual Period

Accrued Certificate Interest

Adjustment Date

Advance

Affiliate

Aggregate Stated Principal Balance

Aggregate Subordinate Percentage

Agreement

Allocable Share

Allocated Realized Loss Amount

Assignment

Available Funds

Bankruptcy Code

Basis Risk Shortfall Amount

Basis Risk Shortfall Reserve Fund

Book-Entry Certificate

Business Day

Cash Liquidation

Certificate

Certificate Account

Certificate Account Deposit Date

Certificateholder

Certificate Margin

Certificate Owner

Certificate Principal Balance

Certificate Register

Class

Class 1-A Certificates

Class 3-A Certificates

Class 5-A Certificates

Class 5-A-X-1 Component

Class 5-A-X-2 Component

Class 5-A-X-3 Component

Class 5-A-X-4 Component

Class 5-A-X-5 Component

Class 5-A-X-6 Component

Class 5-A-X-7 Component

Class 5-A Net WAC Rate

Class A Certificate

Class B Certificate

Class Prepayment Distribution Trigger

Class R Certificate

Class R-1 Interest

Class R-2 Interest

Class R-3 Interest

Closing Date

Code

Collateral Value

Commission

Company

Compensating Interest

Corporate Trust Office

Corresponding Certificates

Corridor Contract

Corridor Contract Payment Amount

Corridor Contract Provider

Countrywide

Countrywide Mortgage Loans

CPR

Credit Score

Cross-over Date

Custodial Account

Custodial Agreement

Custodian

Cut-off Date

Cut-off Date Balance

Defaulted Mortgage Loan

Deficient Valuation

Definitive Certificate

Deleted Mortgage Loan

Depository

Depository Participant

Determination Date

Disqualified Organization

Distribution Date

Due Date

Due Period

Eligible Account

ERISA

Event of Default

Excess Proceeds

Exchange Act

Exemption

Fannie Mae

FDIC

Final Disposition

Final Scheduled Distribution Date

Freddie Mac

GMAC

GMAC Mortgage Loans

Gross Margin

Group 1, Group 2, Group 3, Group 4 or Group 5 Available Funds

Group 1 Loan

Group 2 Loan

Group 2 Senior Certificates

Group 3 Loan

Group 3 Senior Certificates

Group 4 Loan

Group 4 Senior Certificates

Group 5 Loan

Group 5 Senior Certificates

Impac Holdings

Index

Initial Certificate Principal Balance

Initial Subservicer

Insurance Policy

Insurance Proceeds

IRS

Late Collections

LIBOR

LIBOR Business Day

LIBOR Determination Date

Liquidated Mortgage Loan

Liquidation Proceeds

Loan-to-Value Ratio

Loan Group

Loan Group 1

Loan Group 2

Loan Group 3

Loan Group 4

Loan Group 5

Lost Note Affidavit

Master Servicer

Master Servicer Prepayment Charge Payment Amount

Master Servicing Fee

Master Servicing Fee Rate

MERS

MERS? System

MIN

MOM Loan

Monthly Payment

Monthly Strike Rate

Moody?s

Mortgage

Mortgage File

Mortgage Loan

Mortgage Loan Purchase Agreement

Mortgage Loan Schedule

Mortgage Note

Mortgage Rate

Mortgaged Property

Mortgagor

Net Interest Shortfall

Net Liquidation Proceeds

Net Mortgage Rate

Nonrecoverable Advance

Non-United States Person

Notional Amount

Offered Certificates

Offered Subordinate Certificates

Officers? Certificate

OID Regulations

One Month LIBOR

Opinion of Counsel

Optional Termination Date

Original Subordinate Principal Balance

OTS

Outstanding Mortgage Loan

Ownership Interest

P&I Advance

Pass-Through Rate

Percentage Interest

Permitted Investment

Permitted Transferee

Person

Plan

Plan Assets

PMI Insurer

PMI Insurer Policy

PMI Mortgage Loans

PMI Insurer Fee Rate

Prepayment Assumption

Prepayment Charge

Prepayment Interest Excess

Prepayment Interest Shortfall

Prepayment Period

Primary Hazard Insurance Policy

Primary Insurance Policy

Principal Prepayment

Principal Prepayment in Full

Principal Remittance Amount

Prospectus Supplement

Purchase Price

Qualified Insurer

Qualified Substitute Mortgage Loan

Radian

Rating Agency

Realized Loss

Record Date

Reference Banks

Regular Certificate

Relief Act

Relief Act Interest Shortfall

REMIC

REMIC Regular Interest

REMIC 1

REMIC 1 Regular Interest 1-SUB

REMIC 1 Regular Interest 1-GRP

REMIC 1 Regular Interest 2-SUB

REMIC 1 Regular Interest 2-GRP

REMIC 1 Regular Interest 3-SUB

REMIC 1 Regular Interest 3-GRP

REMIC 1 Regular Interest 4-SUB

REMIC 1 Regular Interest 4-GRP

REMIC 1 Regular Interest 5-SUB

REMIC 1 Regular Interest 5-GRP

REMIC 1 Regular Interest ZZZ

REMIC 1 Regular Interests

REMIC 1 Subordinated Balance Ratio

REMIC 2

REMIC 2 Regular Interests

REMIC 2 Regular Interest 1-A-1

REMIC 2 Regular Interest 2-A

REMIC 2 Regular Interest 3-A-1

REMIC 2 Regular Interest 4-A

REMIC 2 Regular Interest 5-A-1

REMIC 2 Regular Interest 5-A-2

REMIC 2 Regular Interest 5-A-3

REMIC 2 Regular Interest 5-A-4

REMIC 2 Regular Interest 5-A-5

REMIC 2 Regular Interest 5-A-6

REMIC 2 Regular Interest 5-A-7

REMIC 2 Regular Interest R-III

REMIC 2 Regular Interest B-1

REMIC 2 Regular Interest B-2

REMIC 2 Regular Interest B-3

REMIC 2 Regular Interest B-4

REMIC 2 Regular Interest B-5

REMIC 2 Regular Interest B-6

REMIC 3

REMIC 3 Certificate

REMIC 3 Certificateholder

REMIC 3 Regular Interest

REMIC 3 Regular Interest Components

REMIC Provisions

REMIC Regular Interest

Remittance Report

REO Acquisition

REO Disposition

REO Imputed Interest

REO Proceeds

REO Property

Request for Release

Reserve Interest Rate

Residual Interest

Responsible Officer

Rules

Seller

Senior Optimal Principal Amount

Senior Percentage

Senior Prepayment Percentage

Servicing Account

Servicing Advances

Servicing Guide

Servicing Officer

Single Certificate

Standard & Poor?s

Startup Day

Stated Principal Balance

Subordinate Certificate Writedown Amount

Subordinate Certificates

Subordinate Optimal Principal Amount

Subordinate Percentage

Subordinate Prepayment Percentage

Subsequent Recoveries

Subservicer

Sub-Servicer Remittance Date

Sub-Servicing Account

Sub-Servicing Agreement

Sub-Servicing Fees

Sub-Servicing Fee Rate

Substitution Adjustment

Tax Returns

Transfer

Transferor

Trust Fund

Trustee

Trustee Fee

Trustee Fee Rate

Uncertificated Accrued Interest

Uncertificated Principal Balance

Uncertificated REMIC 1 Pass-Through Rate

Uncertificated REMIC 2 Pass-Through Rate

Underwriter

Uninsured Cause

United States Person

Voting Rights

Weighted Average Net Mortgage Rate

Section 1.02. Determination of LIBOR.

Section 1.03. Allocation of Certain Interest Shortfalls.

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01.	Conveyance of Mortgage Loans.
Section 2.02.	Acceptance of the Trust Fund by the Trustee.
Section 2.03.	Representations, Warranties and Covenants of the Master Servicer and the Company.
Section 2.04.	Representations and Warranties of the Seller.
Section 2.05.	Issuance of Certificates.

ARTICLE III ADMINISTRATION AND SERVICING OF THE TRUST FUND

Section 3.01.	Master Servicer to Act as Master Servicer.
Section 3.02.	Subservicing Agreements Between Master Servicer and Subservicers.
Section 3.03.	Successor Subservicers.
Section 3.04.	Liability of the Master Servicer.
Section 3.05.	No Contractual Relationship Between Subservicers and Trustee or Certificateholders.
Section 3.06.	Assumption or Termination of Subservicing Agreements by Trustee.
Section 3.07.	Collection of Certain Mortgage Loan Payments.
Section 3.08.	Subservicing Accounts.
Section 3.09.	Collection of Taxes, Assessments and Similar Items; Servicing Accounts.
Section 3.10.	Custodial Account.
Section 3.11.	Permitted Withdrawals From the Custodial Account.

Section 3.12.	Permitted Investments.
Section 3.13.	Maintenance of Primary Hazard Insurance.
Section 3.14.	Enforcement of Due-on-Sale Clauses; Assumption Agreements.
Section 3.15.	Realization Upon Defaulted Mortgage Loans.
Section 3.16.	Trustee to Cooperate; Release of Mortgage Files.
Section 3.17.	Servicing Compensation.
Section 3.18.	Maintenance of Certain Servicing Policies.
Section 3.19.	Annual Statement as to Compliance.
Section 3.20.	Annual Independent Public Accountants? Servicing Statement.
Section 3.21.	Access to Certain Documentation.
Section 3.22.	Title, Conservation and Disposition of REO Property.
Section 3.23.	Additional Obligations of the Master Servicer.
Section 3.24.	Additional Obligations of the Company.
Section 3.25.	Exchange Act Reporting.

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01.	Distributions.
Section 4.02.	Statements to Certificateholders.
Section 4.03.	Remittance Reports; Advances by the Master Servicer.
Section 4.04.	Distributions on the REMIC Regular Interests.
Section 4.05.	Allocation of Realized Losses.
Section 4.06.	Information Reports to Be Filed by the Master Servicer.
Section 4.07.	Compliance with Withholding Requirements.
Section 4.08.	Basis Risk Shortfall Reserve Fund.

ARTICLE V THE CERTIFICATES

Section 5.01.	The Certificates.
Section 5.02.	Registration of Transfer and Exchange of Certificates.
Section 5.03.