IMPAC COMMERCIAL HOLDINGS INC, SC TO-I, 2000-04-24

IMPAC COMMERCIAL HOLDINGS INC
SC TO-I, 2000-04-24
REAL ESTATE INVESTMENT TRUSTS

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459

SCHEDULE TO

TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934

IMPAC COMMERCIAL HOLDINGS, INC.
(NAME OF SUBJECT COMPANY (ISSUER))

IMPAC COMMERCIAL HOLDINGS, INC. (ISSUER)
(NAME OF FILING PERSON (IDENTIFYING STATUS AS OFFEROR, ISSUER OR OTHER PERSON))

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)

(44968J 106)
(CUSIP NUMBER OF CLASS OF SECURITIES)

RANDAL A. NARDONE
CHIEF OPERATING OFFICER AND SECRETARY
FIC MANAGEMENT, INC.
1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212)798-6100
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSON)

COPY TO:

J. GREGORY MILMOE
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036
(212) 735-3000

APRIL 24, 2000
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)

CALCULATION OF FILING FEE

TRANSACTION VALUATION: $11,617,110* AMOUNT OF FILING FEE: $2,323

* FOR PURPOSES OF CALCULATING FEE ONLY. ASSUMES THE PURCHASE OF 2,020,367 SHARES
AT $5.75 PER SHARE.

[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.

<TABLE>
<S> <C> <C> <C>
Amount Previously Paid: Not applicable Form or Registration No.: Not applicable
Filing Party: Not applicable Date Filed: Not applicable
</TABLE>

[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[ ] third-party tender offer subject to Rule14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]

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This Issuer Tender Offer Statement on Schedule TO (this "Schedule TO")
relates to the offer by Impac Commercial Holdings, Inc., a Maryland corporation
("Impac"), to purchase up to 2,020,367 shares (or such lesser number of shares
as are properly tendered) of its common stock, par value $0.01 per share (the
"Common Stock") at a purchase price of $5.75 per share, including the associated
preferred stock purchase rights issued under the Rights Agreement, dated as of
October 7, 1998, between Impac and BankBoston N.A., net to the seller in cash,
without interest thereon, all upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated April 24, 2000 (the "Offer to Purchase"),
and the related Letter of Transmittal (which, as amended or supplemented from
time to time, together constitute the "Offer"), copies of which are attached as
Exhibits (a)(1) and (a)(2). This Schedule TO is intended to satisfy the
reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of
1934, as amended. Pursuant to Rule 13e-4(f)(1)(ii), the total number of shares
purchased may be increased to 2,222,403 shares of Common Stock.

All information in the Offer to Purchase filed as Exhibit (a)(1) is
incorporated by reference in answer to all of the items in this Schedule TO
except those items as to which information is specifically provided herein.

ITEM 2. SUBJECT COMPANY INFORMATION.

(a) The issuer of the securities to which this Schedule TO relates is Impac
Commercial Holdings, Inc., a Maryland corporation, and the address of
its principal executive office, and its mailing address, is c/o FIC
Management, Inc., 1301 Avenue of the Americas, 42nd Floor, New York,
New York 10019. The telephone number of its principal executive office
is (212) 798-6100.

ITEM 4. TERMS OF THE TRANSACTION.

(a)(2) Not applicable.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(d) Not applicable.

ITEM 10. FINANCIAL STATEMENTS.

(a) and (b) Not applicable.

ITEM 11. ADDITIONAL INFORMATION.

(a)(3) Not applicable.

ITEM 12. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
(a)(1) Form of Offer to Purchase dated April 24, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees dated April 24, 2000.
(a)(5) Form of Letter to Clients from Brokers, Dealers, Commercial
Banks, Trust Companies and other Nominees dated April 24,
2000.
(a)(6) Guidelines for Certification of Taxpayer Identification.
(a)(7) Press release dated April 24, 2000.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
</TABLE>
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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

IMPAC COMMERCIAL HOLDINGS, INC.

By: /s/ RANDAL A. NARDONE
------------------------------------
Randal A. Nardone
Chief Operating Officer
and Secretary

Dated: April 24, 2000

<PAGE> 1

EXHIBIT (A)(1)

IMPAC COMMERCIAL HOLDINGS, INC.

OFFER TO PURCHASE FOR CASH UP TO 2,020,367 SHARES OF ITS COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)

AT A PURCHASE PRICE OF $5.75 PER SHARE

THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, MAY 19, 2000, UNLESS THE OFFER IS EXTENDED.

Impac Commercial Holdings, Inc., a Maryland corporation, invites its
shareholders to tender up to 2,020,367 shares of the common stock, par value
$0.01 per share, including the associated preferred stock purchase rights issued
under the Rights Agreement, dated as of October 7, 1998, between Impac and
BankBoston N.A., to Impac at a purchase price of $5.75 per share, net to the
seller in cash, without interest. No additional consideration will be paid for
the preferred stock purchase rights. Shares must be tendered upon the terms and
subject to the conditions set forth in this document and in the related letter
of transmittal. All shares properly tendered and not properly withdrawn will be
purchased at the purchase price, upon the terms and subject to the conditions of
the offer, including the proration provisions. Unless the context otherwise
requires, all references to shares shall include the associated preferred stock
purchase rights.

Impac reserves the right, in its sole discretion, to purchase more than
2,020,367 shares pursuant to the offer. Shares not purchased because of the
proration provisions will be returned. See Section 4.

THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 7.

Tendering holders of common stock will not be obligated to pay brokerage
commissions, solicitation fees, or, upon the terms and subject to the conditions
of the offer, stock transfer taxes on the purchase of shares of common stock by
Impac. However, any tendering stockholder or other payee required to complete a
letter of transmittal who fails to complete fully and sign the box captioned
"Substitute Form W-9" included in the letter of transmittal may be subject to a
required tax withholding of 31% of the gross proceeds paid to the stockholder or
other payee pursuant to the offer. Impac will pay all charges and expenses of
EquiServe Trust Company, N.A., the depositary, Merrill Lynch & Co. and
PaineWebber Incorporated, the dealer managers, and Corporate Investor
Communications, Inc., the information agent, incurred in connection with the
offer.

Tenders pursuant to the offer may be withdrawn at any time prior to 12:00
Midnight on Friday, May 19, 2000, the expiration date of the offer, and, if not
yet accepted for payment, after June 19, 2000.

The common stock is listed for trading on the American Stock Exchange under
the symbol "ICH." On April 20, 2000, the most recent practicable date prior to
the announcement of the offer, the closing per share sales price of the common
stock, as reported on the AMEX, was $4.81. STOCKHOLDERS ARE URGED TO OBTAIN
CURRENT MARKET QUOTATIONS FOR THE SHARES. SEE SECTION 8.

THE BOARD OF DIRECTORS OF IMPAC HAS APPROVED THE MAKING OF THE OFFER. YOU
MUST, HOWEVER, MAKE YOUR OWN DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW
MANY SHARES TO TENDER. NONE OF IMPAC, ITS BOARD OF DIRECTORS, FIC MANAGEMENT,
INC., THE COMPANY'S MANAGER, OR THE DEALER MANAGERS MAKES ANY RECOMMENDATION TO
YOU WITH RESPECT TO THE OFFER, AND NO PERSON HAS BEEN AUTHORIZED BY IMPAC OR ITS
BOARD OF DIRECTORS TO MAKE ANY SUCH RECOMMENDATION. DIRECTORS AND EXECUTIVE
OFFICERS OF IMPAC HAVE AGREED NOT TO PARTICIPATE IN THE OFFER. FORTRESS
PARTNERS, L.P., AN AFFILIATE OF IMPAC'S OUTSIDE MANAGER, AND THE INDIVIDUALS
FORTRESS APPOINTED AS EXECUTIVE OFFICERS AND DIRECTORS OF IMPAC HAVE ALSO AGREED
NOT TO PARTICIPATE IN THE OFFER.

YOU SHOULD EVALUATE CAREFULLY ALL OF THE INFORMATION CONTAINED OR REFERRED
TO IN THIS DOCUMENT AND MAKE YOUR OWN DECISION WHETHER TO TENDER SHARES PURSUANT
TO THE OFFER. YOU ARE URGED TO CONSULT A TAX ADVISOR CONCERNING ANY FEDERAL,
STATE, LOCAL, OR FOREIGN TAX CONSEQUENCES OF A SALE OF COMMON STOCK PURSUANT TO
THE OFFER.

IMPORTANT

Any stockholder of record desiring to tender all or any portion of his or
her shares should complete and sign the letter of transmittal or a facsimile
thereof in accordance with the instructions in the letter of transmittal, mail
or deliver it with any required signature guarantee and any other required
documents to the depositary and either mail or deliver the stock certificates
for such shares to the depositary with any other documents or comply with the
Book-Entry Transfer Facility's Automated Tender Offer Program described in
Section 4 to the extent it is available. A stockholder having shares registered
in the name of a broker or a dealer, commercial bank, trust company or other
nominee must contact those persons if such stockholder desires to tender such
shares. Stockholders who desire to tender shares and whose certificates for such
shares are not immediately available or whose other required documentation
cannot be delivered to the depositary by the expiration of the offer should
tender such shares by following the procedures for guaranteed delivery set forth
in Section 4.

Questions and requests for assistance may be directed to Corporate Investor
Communications, Inc., the information agent, or Merrill Lynch & Co. or
PaineWebber Incorporated, the dealer managers, at the respective telephone
numbers and addresses set forth on the back page of this offer to purchase.
Requests for additional copies of this offer to purchase and all related
documents, may be directed to the information agent at its addresses and
telephone number set forth on the back cover of this offer to purchase.

THE DEALER MANAGERS FOR THIS OFFER ARE:

MERRILL LYNCH & CO. PAINEWEBBER INCORPORATED

April 24, 2000
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TABLE OF CONTENTS

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SECTION PAGE
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Summary Term Sheet.......................................... i
Introduction................................................ 1
The Offer................................................... 2
1. The Number of Shares; Proration; Extension of the
Offer.................................................. 2
2. Purpose and Certain Effects of the Offer............... 4
3. Tenders by Holders of Fewer than 100 Shares -- "Odd
Lots".................................................. 5
4. Procedures for Tendering Shares........................ 6
5. Withdrawal Rights...................................... 9
6. Purchase of Shares and Payment of Purchase Price....... 9
7. Certain Conditions of the Offer........................ 10
8. Price Range of Common Stock; Dividends................. 12
9. Effects of the Offer................................... 12
10. Source and Amount of Funds............................. 13
11. Certain Information About Impac; General Information... 13
12. Interest of Directors and Executive Officers and
Principal Shareholders; Transactions and Arrangements
Concerning the Common Stock............................ 16
13. Federal Income Tax Consequences........................ 17
14. Certain Legal Matters; Regulatory Approvals............ 20
15. Extension of the Offer Period; Termination;
Amendments............................................. 20
16. Fees and Expenses...................................... 21
17. Miscellaneous.......................................... 21
18. Additional Information................................. 21
</TABLE>

This document contains "forward-looking statements" that inherently involve
risks and uncertainties. Impac's actual results and liquidity can differ
materially from those anticipated in these forward-looking statements because of
changes in the level and composition of Impac's investments and unforeseen
factors. These factors may include, but are not limited to, changes in general
economic conditions, the availability of suitable investments, fluctuations in
and market expectations for fluctuations in interest rates and levels of
mortgage prepayments, deterioration in credit quality and ratings, the
effectiveness of risk management strategies, the impact of leverage, liquidity
of secondary markets and credit markets, increases in costs and other general
competitive factors.
<PAGE> 3

SUMMARY TERM SHEET

We are providing this summary term sheet for your convenience. It
highlights the most material information in this document, but you should
realize that it does not describe all of the details of the offer. We urge you
to read the entire document and the related letter of transmittal because they
contain the full details of the offer. We have included references to the
sections of this document where you will find a more complete discussion.

Who is offering to purchase
my shares?................. Impac is offering to purchase your shares of Impac
common stock and the associated preferred stock
purchase rights. See Introduction.

How many shares will Impac
purchase and at what
price?..................... Impac will purchase 2,020,367 shares (or such
lesser number as are properly tendered) at a
purchase price of $5.75 per share. The offer is not
conditioned on any minimum number of shares being
tendered. No additional consideration will be paid
for the preferred stock purchase rights.

How will Impac pay for the
shares?.................... Impac expects to fund the purchase of the shares
under the offer and the payment of related fees and
expenses from available cash.

What is the purpose of the
offer?..................... The board of directors believes that given Impac's
financial condition and the current market
environment, the purchase of its shares at this
time is a prudent use of its financial resources.
See Section 2.

How long do I have to
tender my shares?.......... You may tender your shares until the offer expires.
The offer will expire on Friday, May 19, 2000, at
12:00 Midnight, New York City time, unless Impac
extends it. See Section 1. Impac may choose to
extend the offer for any reason.

How will I be notified if
Impac extends the offer?... Impac will issue a press release by 9:00 a.m., New
York City time, on the business day after the
previous scheduled expiration date if Impac decides
to extend the offer. See Section 15.

Are there any conditions to
the offer?................. The offer is subject to conditions such as the
absence of court and government actions prohibiting
the offer, general market conditions and the
condition of Impac's business. See Section 7.

How do I tender my
shares?.................... To tender your shares:

- you must deliver your share certificate(s)
and a properly completed and duly executed
letter of transmittal to the depositary at
the address appearing on the back cover of
this offer to purchase prior to 12:00
Midnight, New York City time, on Friday, May
19, 2000;

- the depositary must receive a confirmation
of receipt of your shares by book-entry
transfer and a properly completed and duly
executed letter of transmittal;

- comply with the Book-Entry Transfer
Facility's Automated Tender Offer Program;
or

i
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- if your share certificates are not
immediately available for delivery to the
depositary, you must comply with the
guaranteed delivery procedure.

Contact the information agent or the dealer
managers for assistance. See Section 4 for more
information.

Has Impac or its board of
directors adopted a
position on the tender
offer?..................... The board of directors of Impac has approved the
offer. However, neither Impac, its directors nor
FIC Management, Inc., the manager of Impac, makes
any recommendation as to whether you should tender
shares pursuant to this offer. You must make the
decision whether to tender shares and, if so, how
many shares to tender. Directors and executive
officers of Impac, as well as Fortress Partners,
L.P., an affiliate of Fortress' outside manager,
and the individuals Fortress appointed as executive
officers and directors of Impac, have agreed not to
participate in the offer.

If I own less than 100
shares, and I tender all of
my shares, will it be
subject to proration?...... If you own beneficially or own of record less than
100 shares, and you tender all of them before the
tender offer expires and complete the section
entitled "Odd Lots" in the related letter of
transmittal, Impac will purchase all of your shares
without subjecting them to the proration procedure.
See Section 3.

Will I have to pay
brokerage commissions if I
tender my shares?.......... If you are a registered shareholder and you tender
your shares directly to the depositary, you will
not incur any brokerage commissions. If you hold
shares through a broker or bank, Impac urges you to
consult your broker or bank to determine whether
any transaction costs are applicable.

What are the United States
federal income tax
consequences if I tender my
shares?.................... Generally, you will be subject to United States
federal income taxation upon the receipt of cash
from Impac in exchange for your shares accepted by
Impac under the tender offer. In addition, such
receipt of cash for your tendered shares will be
generally treated either as (1) a sale or exchange
eligible for capital gains treatment or (2) a
dividend subject to ordinary income tax rates.
Special rules may apply to non-U.S. stockholders.
See Section 13.

Will I have to pay a stock
transfer tax if I tender my
shares?.................... If you instruct the depository in the related
letter of transmittal to make the payment for the
shares to the registered holder, you will not incur
any stock transfer tax.

When will Impac pay for the
shares I tender?........... Impac will pay the purchase price net in cash,
without interest, for the shares it purchases
promptly after the expiration date of the offer.

ii
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Once I have tendered my
shares in the offer, can I
withdraw my tender?........ You may withdraw any shares you have tendered at
any time before 12:00 Midnight, New York City time,
on Friday, May 19, 2000, unless Impac has extended
the offer. Unless the shares you have tendered have
been previously purchased by Impac, you may also
withdraw your shares after June 19, 2000.

Who can I talk to if I have
questions?................. The information agent and the dealer managers can
help you answer your questions. The information
agent is Corporate Investor Communications, Inc.,
and the dealer managers are Merrill Lynch & Co. and
PaineWebber Incorporated. Their contact information
is set forth on the back cover page of this offer
to purchase.

iii
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To the Holders of Common Stock of
Impac Commercial Holdings, Inc.

INTRODUCTION

Impac Commercial Holdings, Inc. ("Impac"), a Maryland corporation, invites
its stockholders to tender shares of common stock, par value $0.01 per share
("Common Stock"), including the associated preferred stock purchase rights
issued under the Rights Agreement, dated as of October 7, 1998, between Impac
and BankBoston N.A., to Impac at a purchase price of $5.75 per share (the
"Purchase Price"), net to the seller in cash, without interest. No additional
consideration will be paid for the preferred stock purchase rights. Shares must
be tendered upon the terms and subject to the conditions set forth herein and
this Offer to Purchase, dated April 24, 2000 (the "Offer to Purchase") and in
the Letter of Transmittal included herewith (which, as amended or supplemented
from time to time, together constitute the "Offer"). Unless the context
otherwise requires, all references to Common Stock shall include the associated
preferred stock purchase rights.

THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 7.

Tendering stockholders of Common Stock will not be obligated to pay
brokerage commissions, solicitation fees, or, upon the terms and subject to the
conditions of the Offer, stock transfer taxes on the purchase of shares of
Common Stock by Impac. However, any tendering stockholder or other payee
required to complete a Letter of Transmittal who fails to complete fully and
sign the box captioned "Substitute Form W-9" included in the Letter of
Transmittal may be subject to a required Federal backup withholding tax of 31%
of the gross proceeds paid to the stockholder or other payee pursuant to the
Offer. Impac will pay all charges and expenses of EquiServe Trust Company, N.A.
(the "Depositary"), Merrill Lynch & Co. and PaineWebber Incorporated (the
"Dealer Managers") and Corporate Investor Communications, Inc. (the "Information
Agent") incurred in connection with the Offer.

Tenders pursuant to the Offer may be withdrawn at any time prior to Friday,
May 19, 2000, at 12:00 Midnight, New York City time, the expiration date of the
Offer (including any extensions, the "Expiration Date"), and, if not yet
accepted for payment, after June 19, 2000.

THE BOARD OF DIRECTORS OF IMPAC HAS APPROVED THE MAKING OF THE OFFER. YOU
MUST, HOWEVER, MAKE YOUR OWN DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW
MANY SHARES TO TENDER. NONE OF IMPAC, ITS BOARD OF DIRECTORS, FIC MANAGEMENT,
INC. ("FIC MANAGEMENT") OR THE DEALER MANAGERS MAKES ANY RECOMMENDATION TO YOU
WITH RESPECT TO THE OFFER, AND NO PERSON HAS BEEN AUTHORIZED BY IMPAC OR ITS
BOARD OF DIRECTORS TO MAKE ANY SUCH RECOMMENDATION. DIRECTORS AND EXECUTIVE
OFFICERS OF IMPAC HAVE AGREED NOT TO PARTICIPATE IN THE OFFER. FORTRESS
PARTNERS, L.P. ("FORTRESS"), AN AFFILIATE OF FORTRESS' OUTSIDE MANAGER, AND THE
INDIVIDUALS FORTRESS APPOINTED AS EXECUTIVE OFFICERS AND DIRECTORS OF IMPAC HAVE
ALSO AGREED NOT TO PARTICIPATE IN THE OFFER.

YOU SHOULD EVALUATE CAREFULLY ALL OF THE INFORMATION CONTAINED OR REFERRED
TO IN THIS DOCUMENT AND MAKE YOUR OWN DECISION WHETHER TO TENDER SHARES PURSUANT
TO THE OFFER. YOU ARE URGED TO CONSULT A TAX ADVISOR CONCERNING ANY FEDERAL,
STATE, LOCAL OR FOREIGN TAX CONSEQUENCES OF A SALE OF COMMON STOCK PURSUANT TO
THE OFFER.

Any stockholder of record desiring to tender all or any portion of his or
her shares should complete and sign the Letter of Transmittal or a facsimile
thereof in accordance with the instructions in the Letter of Transmittal, mail
or deliver it with any required signature guarantee and any other required
documents to the Depositary and either mail or deliver the stock certificates
for such shares of Common Stock to the Depositary (with all such other
documents). A stockholder having shares registered in the name of a broker or a
dealer, commercial bank, trust company or other nominee (each, a "Nominee") must
contact that Nominee if such stockholder desires to tender such shares. Nominees
may also tender shares in accordance with the Automated Tender Offer Program
procedures of The Depository Trust Company. Stockholders who desire to tender
shares of Common Stock and whose certificates for such shares are not
immediately available or whose
<PAGE> 7

other required documentation cannot be delivered to the Depositary by the
Expiration Date should tender such shares by following the procedures for
guaranteed delivery set forth in Section 4.

The Common Stock is listed for trading on the American Stock Exchange (the
"AMEX") under the symbol "ICH." On April 20, 2000, the most recent practicable
date prior to the announcement of the Offer, the closing per share sales price
of the Common Stock, as reported on the AMEX, was $4.81. STOCKHOLDERS ARE URGED
TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. SEE SECTION 8.

HISTORY AND BACKGROUND. Impac was incorporated in the State of Maryland on
February 3, 1997 to capitalize on opportunities in the commercial mortgage
market. Impac is a specialty commercial property finance company that elects to
be taxed as a real estate investment trust ("REIT") for Federal income tax
purposes, which generally allows Impac to pass through income to stockholders
without payment of Federal income tax at the corporate level provided that Impac
distributes at least 95% of its taxable income to its stockholders. Impac earns
income from investing in credit-sensitive commercial mortgage assets on a
leveraged basis and other activities in the commercial mortgage market.

Prior to August 1999, Impac's operations were divided into two segments:
long-term investment operations and commercial mortgage conduit operations.
Impac's long-term investment operations consist primarily of investments in
commercial mortgages and commercial mortgage-backed securities, commonly
referred to as CMBS. Impac's commercial mortgage conduit operations originated,
purchased, securitized and sold commercial mortgages. Due to changes in the
Company's business plan, the conduit operations have been temporarily curtailed.
For further discussion of the business, see Section 11.

RECENT DEVELOPMENTS. In May 1999, Fortress made a significant preferred
stock investment in Impac and, concurrently with that investment, an affiliate
of Fortress, FIC Management, assumed responsibility for the external management
of Impac. Impac's current management has formulated a new business plan for
Impac. Under the new business plan, during 1999 Impac substantially completed
repositioning the assets in its portfolio by selling certain assets and is in
the process of investing in higher yielding assets and evaluating other
strategies with the goal of restoring profitability. Impac's net income for the
quarter ended March 31, 2000 was $1,392,000, or $0.14 per diluted share of
common stock (compared to a net loss of $220,000, or $(0.03) per diluted share
of common stock, for the quarter ended March 31, 1999). The net income was
higher than the corresponding quarter of the previous year as a result of
decisions made in 1999 to modify the Impac's business plan to focus primarily on
investments in CMBS, to temporarily curtail the mortgage conduit operations and
sell non-strategic assets. Given that this plan was not fully enacted until
after the beginning of the first quarter 2000, management currently expects
that, absent adverse market conditions or unforeseen credit events, net income
per share should increase materially from the first to the second quarter 2000
because of the passage of a full quarter under the newly enacted business plan.

THE OFFER

1. NUMBER OF SHARES; PRORATION; EXTENSION OF THE OFFER

NUMBER OF SHARES TO BE PURCHASED. Upon the terms and subject to the
conditions of the Offer, Impac will purchase up to 2,020,367 shares of Common
Stock, or such lesser number of shares as are properly tendered (and not
properly withdrawn as provided in Section 5) prior to the Expiration Date at the
Purchase Price, net to the seller in cash, without interest. No fees or
commissions will be payable by Impac to brokers, dealers or other persons (other
than fees to the Dealer Managers and the Information Agent as described in
Section 16) for soliciting tenders of shares pursuant to the Offer. A
stockholder holding shares through a Nominee is urged to consult such Nominee to
determine whether transaction costs are applicable if such stockholder tenders
shares through such Nominee and not directly to the Depositary.

EXPIRATION DATE. The term "Expiration Date" means 12:00 Midnight, New York
City time, on Friday, May 19, 2000, unless and until Impac, in its sole
discretion, shall have extended the period of time during which the Offer will
remain open, in which event the term "Expiration Date" shall refer to the latest
time and date at which the Offer, as so extended by Impac, shall expire. See
Section 15 for a description of

2
<PAGE> 8

Impac's right to extend, delay, terminate or amend the Offer. In the event of an
over-subscription of the Offer as described below, shares properly tendered (and
not properly withdrawn) prior to the Expiration Date will be subject to
proration, except Odd Lots (as defined below). If (i) Impac (a) increases or
decreases the Purchase Price, (b) materially increases the Dealer Managers'
fees, or (c) increases by more than 2% of the issued and outstanding shares of
Common Stock or decreases the number of shares being sought, and (ii) the Offer
is scheduled to expire at any time earlier than the expiration of a period
ending on the tenth business day from, and including, the date that notice of
the change is first published, sent or given to stockholders, the Offer will be
extended until the expiration of such period of ten business days. Any such
change will be disseminated promptly to the stockholders in a manner reasonably
designed to inform stockholders of such change. See Section 15.

PRIORITY OF PURCHASE; PRORATION. If the number of shares validly tendered
and not properly withdrawn prior to the Expiration Date is less than or equal to
2,020,367 shares (or such greater number of shares as Impac may elect to
purchase in accordance with the Offer), Impac will, upon the terms and subject
to the conditions of the Offer, purchase all shares so tendered. In the event of
an over-subscription of the Offer, shares validly tendered and not properly
withdrawn prior to the Expiration Date shall be purchased on a pro-rata basis,
disregarding fractions that arise as a result of such prorationing, according to
the number of shares tendered by each holder of Common Stock prior to the
Expiration Date; provided, however, that:

(a) All shares tendered on or prior to the Expiration Date by any
holder of Common Stock who owned of record or beneficially as of the close
of business on April 20, 2000 and who continues to own, of record or
beneficially as of the Expiration Date, an aggregate of fewer than 100
shares of Common Stock and who tenders all of such shares (partial tenders
will not qualify for this preference) and completes the box captioned "Odd
Lots" in the Letter of Transmittal shall be purchased in full, prior to the
proration of shares tendered by any other holder of Common Stock; and

(b) Impac reserves the right, in its sole discretion, to elect to
purchase any and all of the excess shares tendered; and so long as the
excess number accepted by Impac does not exceed two percent (2%) of the
issued and outstanding shares of Common Stock, no extension of the Offer
period and no further notice to the stockholders will be required or given.
If Impac elects to purchase excess tendered shares, but less than all of
the tendered shares, then the shares tendered shall be purchased on a
pro-rata basis, as described above (subject to the Odd-Lot exception noted
in paragraph (a) above).

If proration of tendered shares is required, Impac will determine the
proration factor as soon as practicable following the Expiration Date. Proration
for each stockholder tendering shares, other than Odd Lot Holders (as defined
below), shall be based on the ratio of the number of shares properly tendered
and not properly withdrawn by such stockholder to the total number of shares
properly tendered and not properly withdrawn by all stockholders other than Odd
Lot Holders. Because of the difficulty in quickly determining the number of
shares properly tendered and not properly withdrawn, and because of the Odd Lot
procedure, Impac expects that it will not be able to announce the final
proration factor or commence payment for any shares purchased pursuant to the
Offer until approximately five business days after the Expiration Date.

As described under "Federal Income Tax Consequences," the number of shares
that Impac will purchase from a stockholder pursuant to the Offer may affect the
United States federal income tax consequences to the tendering stockholder and,
therefore, may be relevant to a stockholder's decision whether or not to tender
shares. The Letter of Transmittal affords each tendering stockholder of record
the opportunity to designate the order of priority in which shares tendered are
to be purchased in the event of proration. A stockholder whose shares are
registered in the name of a Nominee must contact such Nominee to determine
whether such holder can designate the order of priority in which shares tendered
are to be purchased in the event of proration and, if so, how such priority may
be designated.

INFORMATION REGARDING COMMON STOCK. The Common Stock is listed and traded
on the AMEX under the symbol "ICH." On April 20, 2000, the most recent
practicable date prior to the announcement of the Offer, the closing per share
sales price of the Common Stock, as reported on the AMEX, was $4.81.
Stockholders are encouraged to obtain current market quotations of the Common
Stock. See Section 8. As of April 20, 2000, the most recent practicable date
prior to the announcement of the Offer,
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<PAGE> 9

Impac had issued and outstanding (i) 8,418,200 shares of Common Stock, (ii)
options to purchase an aggregate of 41,509 shares of Common Stock under Impac's
stock option plan (none of which options was exercisable, as of December 31,
1999, at or below the Purchase Price) and (iii) 479,999 shares of Series B 8.5%
Preferred Stock (the "Series B Preferred Stock") convertible for an aggregate of
1,683,635 shares of Common Stock (none of which shares of Series B Preferred
Stock was convertible, as of April 20, 2000, at or below the Purchase Price).
The 2,020,367 shares that Impac is offering to purchase in this Offer
represented approximately 20% of the outstanding Common Stock (calculated
assuming conversion of the Series B Preferred Stock into 1,683,635 shares of
Common Stock) as of April 20, 2000, the most recent practicable date prior to
the announcement of the Offer.

MAILING OF OFFER. This Offer to Purchase and the related Letter of
Transmittal will be mailed to record holders of shares and will be furnished to
brokers, dealers, commercial banks and trust companies whose names, or the names
of whose nominees, appear on Impac's shareholder list or, if applicable, who are
listed as participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of shares.

2. PURPOSE AND CERTAIN EFFECTS OF THE OFFER

The Board of Directors of Impac (the "Board") believes that Impac's
financial condition and current market conditions (including the current market
price of the Common Stock) make this an attractive time to repurchase a portion
of its outstanding Common Stock in order to enhance stockholder value. In
September 1998 the Impac Board of Directors authorized the repurchase of up to
$5.0 million of Impac's Common Stock, in open market purchases from time to time
at the discretion of Impac's management. In March 1999, Impac repurchased
206,800 shares of its Common Stock outstanding at an average price of $5.18 for
a total purchase price of $1.1 million. The acquired shares were canceled. On
December 29, 1999, the Board of Directors superceded this initial repurchase
authorization with a new authorization to repurchase up to 10% of the
outstanding common shares from time to time at such prices and pursuant to such
procedures as management deems prudent and appropriate. On March 10, 2000, this
authorization was increased to 20% of the outstanding Common Stock, calculated
assuming conversion of the Series B Preferred Stock. Through April 20, 2000,
Impac had not repurchased any shares under this program.

The Offer provides to stockholders who are considering a sale of all or a
portion of their Common Stock the opportunity to sell those shares without the
usual transaction costs associated with open market sales, where those shares
are tendered by the stockholder of record directly to EquiServe Trust Company,
N.A., the Depositary. A stockholder whose shares are held through a Nominee
should contact such Nominee to determine whether any transaction costs apply to
any sales of Common Stock pursuant to the Offer. In addition, the Offer may give
stockholders the opportunity to sell their Common Stock at prices greater than
market prices prevailing prior to the announcement of the Offer. Stockholders
are urged to obtain current market quotations for their shares. See Section 8.
The Offer also allows stockholders to sell a portion of their shares while
retaining a continued equity interest in Impac. Stockholders who determine not
to accept the Offer will realize a proportionate increase in their relative
equity interest in Impac, and thus in Impac's future earnings and assets
(subject to Impac's right to issue additional equity securities in the future).

In determining whether to tender shares pursuant to the Offer, stockholders
should consider the possibility that they may be able to sell their shares in
the future on the AMEX or otherwise, including in connection with any subsequent
sale, merger or liquidation of Impac (none of which is currently contemplated),
at a net price higher than the Purchase Price. See Section 8. Impac can give no
assurance, however, as to the price at which a stockholder may be able to sell
non-tendered shares in the future.

THE BOARD OF DIRECTORS HAS APPROVED THE OFFER AND BELIEVES THAT IT PROVIDES
HOLDERS OF COMMON STOCK DESIRING TO SELL SOME OR ALL OF THEIR SHARES A
REASONABLE OPPORTUNITY TO DO SO AT A PREMIUM TO THE CLOSING PRICE OF THE COMMON
STOCK ON APRIL 20, 2000. YOU MUST, HOWEVER, MAKE YOUR OWN DECISION WHETHER TO
TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER. NONE OF IMPAC, ITS BOARD OF
DIRECTORS, FIC MANAGEMENT OR THE DEALER MANAGERS MAKES ANY RECOMMENDATION TO YOU
WITH RESPECT TO THE OFFER, AND NO PERSON HAS BEEN AUTHORIZED BY IMPAC OR ITS
BOARD OF DIRECTORS TO MAKE ANY SUCH RECOMMENDATIONS. DIRECTORS AND EXECUTIVE

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<PAGE> 10

OFFICERS OF IMPAC HAVE AGREED NOT TO PARTICIPATE IN THE OFFER. FORTRESS AND THE
INDIVIDUALS FORTRESS APPOINTED AS EXECUTIVE OFFICERS AND DIRECTORS OF IMPAC HAVE
ALSO AGREED NOT TO PARTICIPATE IN THE OFFER. ALTHOUGH THE DIRECTORS AND
EXECUTIVE OFFICERS OF IMPAC AND FORTRESS HAVE AGREED NOT TO PURCHASE ANY SHARES
IN THE OFFER, THEIR OWNERSHIP INTEREST IN IMPAC WILL INCREASE ON A PERCENTAGE
BASIS IF THE OFFER IS FULLY SUBSCRIBED.

Shares Impac acquires under the Offer will be held in Impac's treasury and
will be available for Impac to issue without further shareholder action, except
as required by applicable law or the rules applicable to companies with shares
traded on the AMEX or any other securities exchange on which the shares may be
listed, for general corporate purposes. At the present time, Impac has no plans
for the issuance of shares repurchased under the Offer by Impac.

Except as otherwise disclosed in this document, Impac has no plans,
proposals or negotiations that relate to or would result in:

- any extraordinary transaction, such as a merger, reorganization or
liquidation, involving Impac or any of its subsidiaries;

- any purchase, sale or transfer of a material amount of assets of Impac or
any of its subsidiaries;

- any material change in the present dividend rate or policy, or
indebtedness or capitalization of Impac;

- any class of equity securities of Impac being delisted from a national
securities exchange;

- any class of equity securities of Impac becoming eligible for termination
of registration under Section 12(g)(4) of the Securities Exchange Act of
1934, as amended (the "Exchange Act");

- any change in the present board of directors or management of Impac,
including, but not limited to, any plans or proposals to change the
number or the term of directors or to fill any existing vacancies on the
board of directors or to change any material term of the employment
contract of any executive officer;

- any other material change in Impac's corporate structure or business;

- the suspension of Impac's obligation to file reports under the Exchange
Act;

- the acquisition by any person of additional securities of Impac or the
disposition of securities of Impac; or

- any change in Impac's restated articles of incorporation, restated and
amended by-laws or other governing instruments or other actions which
could impede the acquisition of control of Impac.

3. TENDERS BY HOLDERS OF FEWER THAN 100 SHARES -- "ODD LOTS"

Upon the terms and subject to the conditions of the Offer, all shares
properly tendered and not withdrawn prior to the Expiration Date by persons who
own of record or beneficially as of the close of business on April 20, 2000 and
who continue to own, of record or beneficially as of the Expiration Date, an
aggregate of fewer than 100 shares of Common Stock ("Odd Lots"), will be
accepted before proration, if any, of the purchase of other tendered shares.
Partial tenders will not qualify for this preference, and it is not available to
any holder who owns of record or beneficially 100 or more shares on the
Expiration Date, even though such holder has separate stock certificates for
fewer than 100 shares. Any holder of Common Stock who owns of record or
beneficially as of the close of business on April 20, 2000 and who continues to
own, of record or beneficially as of the Expiration Date, an aggregate of fewer
than 100 shares of Common Stock (an "Odd Lot Holder") and who wishes to tender
all such shares must complete the box captioned "Odd Lots" in the Letter of
Transmittal. See Section 1.

ODD LOT HOLDERS WHO TENDER ALL SHARES MUST COMPLETE THE SECTION CAPTIONED
"ODD LOTS" IN THE LETTER OF TRANSMITTAL AND, IF APPLICABLE, IN THE NOTICE OF
GUARANTEED DELIVERY, TO QUALIFY FOR THE PREFERENTIAL TREATMENT AVAILABLE TO ODD
LOT HOLDERS AS SET FORTH IN SECTION 1.

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<PAGE> 11

4. PROCEDURES FOR TENDERING SHARES

A STOCKHOLDER WHOSE SHARES ARE REGISTERED IN THE NAME OF A NOMINEE MUST
CONTACT THAT NOMINEE FOR INFORMATION ON HOW TO TENDER SHARES. ALL OTHER
STOCKHOLDERS MUST COMPLY WITH THE PROCEDURES SET FORTH BELOW.

TENDER PROCEDURES FOR STOCKHOLDERS OF RECORD. A Letter of Transmittal is
provided for use by stockholders of record tendering shares. To properly tender
shares pursuant to the Offer, a stockholder of record must (i) complete and duly
execute the Letter of Transmittal (or facsimile thereof), in accordance with the
instructions included within the Letter of Transmittal (together with a
signature guarantee, if required, as well as any other documents required by the
Letter of Transmittal) and deliver the same to the Depositary at its address set
forth on the back cover of this Offer to Purchase which material must be
received by the Depositary prior to 12:00 Midnight, New York City time, on the
Expiration Date, and (ii) either (A) deliver the stock certificate or
certificates evidencing the tendered shares to the Depositary at its address set
forth on the back cover of this Offer to Purchase, which certificate(s) must
also be received by the Depositary prior to 12:00 Midnight, New York City time,
on the Expiration Date, or (B) comply with the guaranteed delivery procedures
described below.

TENDER PROCEDURES FOR NOMINEES. The Depositary will establish an account
with respect to the shares subject to this Offer, for purposes of the Offer, at
The Depository Trust Company (the "Book-Entry Transfer Facility") within two
business days after the date of this Offer to Purchase. Any Nominee that is a
participant in the Book-Entry Transfer Facility's system may tender shares in
accordance with the Book-Entry Transfer Facility's Automated Tender Offer
Program ("ATOP") to the extent it is available to such participants for the
shares they wish to tender by making book-entry delivery of the shares by
causing the Book-Entry Transfer Facility to transfer shares into the
Depositary's account in accordance with the Book-Entry Transfer Facility's
procedures for transfer. A stockholder tendering through ATOP must expressly
acknowledge that the stockholder has received and agreed to be bound by the
Letter of Transmittal and that the Letter of Transmittal may be enforced against
such stockholder. In order to tender shares by means of ATOP, the procedures for
ATOP delivery must be duly and timely completed prior to 12:00 Midnight, New
York City time, on the Expiration Date. Alternatively, Nominees may also
complete the Letter of Transmittal and deliver shares as provided under "Tender
Procedures for Stockholders of Record" above.

DELIVERY OF THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS TO
THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

SIGNATURE GUARANTEES AND METHOD OF DELIVERY. No signature guarantee on the
Letter of Transmittal is required: (i) if the Letter of Transmittal is signed by
the stockholder(s) of record of the shares (which term, for purposes of this
Section, shall include any participant in the Book-Entry Transfer Facility)
whose name appears on a security position listing as the owner of the shares)
tendered therewith and such holder has not completed either the box entitled
"Special Delivery Instructions" or the box entitled "Special Payment
Instructions" on the Letter of Transmittal; or (ii) if shares are tendered for
the account of a bank, broker, dealer, credit union, savings association or
other entity which is a member in good standing of the Securities Transfer
Agents Medallion Program or a bank, broker, dealer, credit union, savings
association or other entity which is an "eligible guarantor institution," as
such term is defined in Rule 17Ad-15 under the Exchange Act (each of the
foregoing constituting an "Eligible Institution"). See Instruction 1 of the
Letter of Transmittal. If a certificate is registered in the name of a person
other than the person executing a Letter of Transmittal, or if payment is to be
made to a person other than the stockholder of record, then the certificate must
be endorsed or accompanied by an appropriate stock power, in either case, signed
exactly as the name of the stockholder of record appears on the certificate,
with the signature guaranteed by an Eligible Institution.

In all cases, payment for shares tendered and accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depositary of
certificates for such shares (or a timely confirmation of the book-entry
transfer of the shares into the Depositary's account at the Book-Entry Transfer
Facility), a properly completed and duly executed Letter of Transmittal (or a
manually signed facsimile thereof) (unless such tender is made through ATOP) and
any other documents required by the Letter of Transmittal or ATOP.

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<PAGE> 12

THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION
AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, THEN REGISTERED
MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.

GUARANTEED DELIVERY. If a stockholder desires to tender shares of Common
Stock pursuant to the Offer and the stockholder's share certificates are not
immediately available or cannot be delivered to the Depositary prior to the
Expiration Date (or the procedure for book-entry transfer cannot be completed on
a timely basis) or if time will not permit all required documents to reach the
Depositary prior to the Expiration Date, the shares may nevertheless be
tendered, provided that all of the following conditions are satisfied:

(a) the tender is made by or through an Eligible Institution;

(b) the Depositary receives by hand, mail, overnight courier, telegram
or facsimile transmission, on or prior to the Expiration Date, a properly
completed and duly executed Notice of Guaranteed Delivery substantially in
the form Impac has provided with this Offer to Purchase, including (where
required) a signature guarantee by an Eligible Institution in the form set
forth in such Notice of Guaranteed Delivery; and

(c) the certificates for all tendered shares of Common Stock, in
proper form for transfer (or confirmation of book-entry transfer of such
shares into the Depositary's account at the Book-Entry Transfer Facility),
together with a properly completed and duly executed Letter of Transmittal
(or a manually signed facsimile thereof) and any required signature
guarantees or other documents required by the Letter of Transmittal, are
received by the Depositary within three AMEX trading days after the date of
receipt by the Depositary of the Notice of Guaranteed Delivery.

UNITED STATES FEDERAL INCOME TAX BACKUP WITHHOLDING. Under the United
States federal income tax backup withholding rules, 31% of the gross proceeds
payable to a stockholder or other payee pursuant to the Offer must be withheld
and remitted to the Internal Revenue Service ("IRS"), unless the stockholder or
other payee provides its taxpayer identification number (employer identification
number or social security number) to the Depositary (as payor) and certifies
under penalties of perjury that such number is correct, or otherwise establishes
that it is eligible for exemption from backup withholding. Therefore, each
tendering stockholder of record should complete and sign the Substitute Form W-9
included as part of the Letter of Transmittal so as to provide the information
and certification necessary to prevent backup withholding, or otherwise
establish to the satisfaction of the Depositary that such stockholder is not
subject to backup withholding. If the Depositary is not provided with the
correct taxpayer identification number, a U.S. Holder (as defined below in
Section 13) also may be subject to penalties imposed by the IRS. If backup
withholding results in an overpayment of taxes, a refund may be obtained from
the IRS. Certain categories of stockholders (including, among others, all
corporations, and certain Non-U.S. Holders (as defined below)) are exempt from
backup withholding. In order for a holder who is not a U.S. Holder (a "Non-U.S.
Holder") to be eligible for exemption, that stockholder must submit an IRS Form
W-8 or a Substitute Form W-8, signed under penalties of perjury, attesting to
that stockholder's exempt status. Such forms may be obtained from the
depositary. See Instruction 12 to the Letter of Transmittal.

WITHHOLDING FOR HOLDERS WHO ARE NON-U.S. HOLDERS. Even if a Non-U.S. Holder
provides the required certification so that backup withholding does not apply,
the depositary will nonetheless withhold United States federal income taxes
equal to 30% of the gross proceeds payable to the Non-U.S. Holder or his agent
unless it is established to the satisfaction of the Depositary and Impac that:
(a) a reduced rate of withholding is available pursuant to a tax treaty, (b) an
exemption from withholding is applicable because the gross proceeds are
effectively connected with the conduct of a trade or business within the United
States by the Non-U.S. Holder, or (c) the sale is properly treated as a sale or
exchange, and not as a distribution, for United States federal income tax
purposes, and that the sale or exchange is not subject to United States tax
pursuant to the Foreign Investment in Real Property Tax Act of 1980, as amended
("FIRPTA"). See "Federal Income Tax Consequences -- Taxation of Holders Who are
Non-U.S. Holders" below, for further details.

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<PAGE> 13

In order to obtain a reduced rate of withholding pursuant to a tax treaty,
a Non-U.S. Holder must deliver to the Depositary before payment a properly
completed and executed IRS Form 1001. In order to obtain an exemption from
withholding on the grounds that the gross proceeds paid pursuant to the Offer
are effectively connected with the conduct of a trade or business within the
United States, a Non-U.S. Holder must deliver to the Depositary a properly
completed and executed IRS Form 4224. The Depositary will determine a
stockholder's status as a Non-U.S. Holder and eligibility for a reduced rate of,
or exemption from, withholding by reference to any outstanding certificates or
statements concerning eligibility for a reduced rate of, or exemption from,
withholding (e.g., IRS Form 1001 or IRS Form 4224) unless facts and
circumstances indicate that such reliance is not warranted. See Instruction 13
to the Letter of Transmittal. A Non-U.S. Holder may be eligible to obtain a
refund from the IRS of all or a portion of any tax withheld if such Non-U.S.
Holder is able to establish to the IRS that no tax, or a reduced amount of tax,
is due.

NON-U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE
APPLICATION OF UNITED STATES FEDERAL INCOME TAX WITHHOLDING, INCLUDING
ELIGIBILITY FOR A WITHHOLDING TAX REDUCTION OR EXEMPTION, AND THE REFUND
PROCEDURE.

RETURN OF TENDERED AND UNPURCHASED SHARES. If any tendered shares of Common
Stock are not purchased, or if less than all shares evidenced by a stockholder's
certificates are tendered, certificates for unpurchased shares will be returned
promptly after the expiration or termination of the Offer or, in the case of
shares tendered by book-entry transfer at the Book-Entry Transfer Facility, the
shares will be credited to the appropriate account maintained by the tendering
stockholder at the Book-Entry Transfer Facility, in each case without expense to
the stockholder.

DETERMINATION OF VALIDITY; REJECTION OF SHARES; WAIVER OF DEFECTS; NO
OBLIGATION TO GIVE NOTICE OF DEFECTS. All questions as to the number of shares
of Common Stock to be accepted and the validity, form, eligibility (including
time of receipt) and acceptance for payment of any tender of shares will be
determined by Impac, in its sole discretion, and its determination shall be
final and binding on all parties. Impac reserves the absolute right to reject
any or all tenders of any shares that it determines are not in proper form or
the acceptance for payment of or payment for which may, in the opinion of
Impac's counsel, be unlawful. Impac also reserves the absolute right to waive
any of the conditions of the Offer or any defect or irregularity in any tender
with respect to any particular shares or any particular stockholder and Impac's
interpretation of the terms of the Offer will be final and binding on all
parties. No tender of shares will be deemed to have been properly made until all
defects or irregularities have been cured by the tendering stockholder or waived
by Impac. None of Impac, the Dealer Managers, the Depositary, the Information
Agent or any other person will be obligated to give notice of any defects or
irregularities in tenders, nor will any of them incur any liability for failure
to give any notice.

TENDERING STOCKHOLDER'S REPRESENTATION AND WARRANTY; IMPAC'S ACCEPTANCE
CONSTITUTES AN AGREEMENT. A tender of shares pursuant to any of the procedures
described above will constitute the tendering stockholder's acceptance of the
terms and conditions of the Offer, as well as the tendering stockholder's
representation and warranty to Impac that (a) the stockholder has a net long
position in the shares of Common Stock tendered or equivalent securities at
least equal to the number of shares tendered, within the meaning of Rule 14e-4
promulgated by the Securities and Exchange Commission (the "Commission") under
the Exchange Act and (b) such tender of shares complies with Rule 14e-4. It is a
violation of Rule 14e-4 for a person, directly or indirectly, to tender shares
for that person's own account unless, at the time of tender and at the end of
the proration period (including any extensions thereof), the person so tendering
(i) has a net long position equal to or greater than the amount of (x) shares of
Common Stock tendered or (y) other securities convertible into or exchangeable
or exercisable for the shares tendered and will acquire the shares of Common
Stock for tender by conversion, exchange or exercise and (ii) will deliver or
cause to be delivered the shares tendered in accordance with the terms of the
Offer. Rule 14e-4 provides a similar restriction applicable to the tender or
guarantee of a tender on behalf of another person. Impac's acceptance for
payment of shares tendered pursuant to the Offer will constitute a binding
agreement between the tendering stockholder and Impac upon the terms and
conditions of the Offer.

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<PAGE> 14

LOST OR DESTROYED CERTIFICATES. Stockholders whose certificates for part or
all of their shares have been lost, stolen, misplaced or destroyed may contact
the Depositary at (781) 575-3100, for instructions as to the documents which
will be required to be submitted together with the Letter of Transmittal in
order to receive certificate(s) representing the shares. A bond may be required
to be posted by the stockholder to secure against the risk that the certificates
may be subsequently recirculated. Stockholders are urged to contact the
depositary immediately in order to permit timely processing of this
documentation and to determine if the posting of a bond is required.

CERTIFICATES FOR SHARES, TOGETHER WITH A PROPERLY COMPLETED LETTER OF
TRANSMITTAL AND ANY OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL, MUST
BE DELIVERED TO THE DEPOSITARY AND NOT TO IMPAC. ANY SUCH DOCUMENTS DELIVERED TO
IMPAC WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT BE DEEMED
TO BE PROPERLY TENDERED.

5. WITHDRAWAL RIGHTS

Except as otherwise provided in this Section, tenders made pursuant to the
Offer are irrevocable. Shares tendered pursuant to this Offer may be withdrawn:

- at any time prior to 12:00 Midnight, New York City time, on the
Expiration Date; or

- if not yet accepted for payment, after June 19, 2000.

For a withdrawal to be effective, the Depositary must receive a notice of
withdrawal in written, telegraphic or facsimile form in a timely manner at the
appropriate address set forth on the back cover of this Offer to Purchase. Any
such notice of withdrawal must specify the name of the person having tendered
the shares to be withdrawn, the number of shares tendered, the number of shares
to be withdrawn, and, if certificates representing such shares have been
delivered to the Depositary, the name of the stockholder of record of such
shares, as set forth in such certificates. If the certificates have been
delivered to the Depositary, the tendering holder of Common Stock must also
submit the serial numbers of the particular certificates for the shares to be
withdrawn, and the signature on the stockholder's notice of withdrawal must be
guaranteed by an Eligible Institution, as described previously (except in the
case of shares tendered for the account of an Eligible Institution). If shares
have been tendered pursuant to the ATOP (book-entry transfer) procedures set
forth in Section 4, the notice of withdrawal also must specify the name and the
number of the account at the Book-Entry Transfer Facility to be credited with
the withdrawn shares and must otherwise comply with such Book-Entry Transfer
Facility's procedures.

All questions as to the form and validity (including the time of receipt)
of notices of withdrawal will be determined by Impac in its sole discretion, and
its determination shall be final and binding on all parties. None of Impac, the
Dealer Managers, the Information Agent or the Depositary or any other person is
or will be obligated to give notice of any defects or irregularities in any
notice of withdrawal, and none of them will incur any liability for failure to
give any such notice.

Withdrawals may not be rescinded, and shares properly withdrawn shall not
be deemed to be duly tendered for purposes of the Offer. Withdrawn shares,
however, may be re-tendered before the Expiration Date by again following the
procedures described in Section 4.

If Impac extends the Offer, is delayed in its purchase of shares of Common
Stock or is unable to purchase shares pursuant to the Offer for any reason,
then, without prejudice to Impac's rights under the Offer, the Depositary may,
subject to applicable law, retain tendered shares on behalf of Impac, and such
shares may not be withdrawn except to the extent tendering stockholders are
entitled to withdrawal rights as described herein.

6. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE

Upon the terms and subject to the conditions of the Offer, promptly
following the Expiration Date, Impac will accept for payment and pay for (and
thereby purchase) shares properly tendered prior to the Expiration Date. Impac
shall be deemed to have accepted for payment (and therefore purchased) shares of
Common Stock that are properly tendered and not properly withdrawn (subject to
the proration provisions and the other

9
<PAGE> 15

terms and conditions of the Offer) only when, as and if it gives oral or written
notice to the Depositary of its acceptance of shares for payment pursuant to the
Offer. That notice, subject to the provisions of the Offer, may be given at any
time after the Expiration Date of the Offer.

Upon the terms and subject to the conditions of the Offer, promptly
following the Expiration Date, Impac will accept for payment and pay for up to
2,020,367 shares of Common Stock (subject to increase or decrease as provided in
Sections 1 and 15) properly tendered or such lesser number of shares as are
properly tendered and not properly withdrawn.

Impac will pay for shares purchased pursuant to the Offer by depositing the
aggregate Purchase Price with the Depositary, which will act as agent for the
tendering stockholders for the purpose of receiving payment from Impac and
transmitting payment to the tendering stockholders. The Depositary will pay the
tendering stockholders (other than The Depository Trust Company, which will be
paid by wire transfer) for all purchased shares by check promptly after the
Expiration Date. However, in the event of proration, Impac does not expect to be
able to determine the final proration factor and pay for tendered shares until
approximately five business days after the Expiration Date. UNDER NO
CIRCUMSTANCES WILL INTEREST ON THE PURCHASE PRICE BE PAID BY IMPAC BY REASON OF
ANY DELAY IN MAKING PAYMENT. Certificates for all tendered shares not purchased,
including shares not purchased due to proration, will be returned promptly after
the Expiration Date or termination of the Offer to the tendering stockholder
(or, in the case of shares tendered by book-entry transfer, will be credited to
the account maintained with the Book-Entry Transfer Facility by the participant
who so delivered the shares), without expense to the tendering stockholder. In
addition, if certain events occur, Impac may not be obligated to purchase any
shares in the Offer. See Section 7.

Impac will pay all stock transfer taxes, if any, payable on the transfer to
it of shares purchased pursuant to the Offer by stockholders of record. However,
if purchased shares are to be registered in the name of any person other than
the stockholder of record, or if tendered certificates are registered in the
name of any person other than the person signing the Letter of Transmittal, the
amount of any stock transfer taxes (whether imposed on the stockholder of record
or such other person) payable on account of the transfer to such person will be
deducted from the Purchase Price, unless satisfactory evidence of the payment of
such taxes or exemption therefrom is submitted. See Instruction 6 of the Letter
of Transmittal.

ANY TENDERING STOCKHOLDER OF RECORD (OR OTHER PAYEE) WHO FAILS TO COMPLETE
FULLY AND SIGN THE "SUBSTITUTE FORM W-9" INCLUDED AS PART OF THE LETTER OF
TRANSMITTAL MAY BE SUBJECT TO REQUIRED BACK-UP FEDERAL INCOME TAX WITHHOLDING OF
31% OF THE GROSS PROCEEDS PAID TO SUCH STOCKHOLDER OR OTHER PAYEE PURSUANT TO
THE OFFER. SEE SECTIONS 4 AND 13.

7. CERTAIN CONDITIONS OF THE OFFER

Notwithstanding any term of the Offer, Impac may, at its option, terminate
or amend the Offer or may postpone the acceptance for payment of, or the
purchase of and the payment for, shares tendered pursuant to the Offer, subject
to Rule 13e-4(f) promulgated under the Exchange Act, if at any time prior to the
Expiration Date any of the following events has occurred (or shall have been
determined by Impac to have occurred) and, in Impac's judgement and in any such
case and regardless of the circumstances giving rise thereto (including any
action or omission to act by Impac) makes it inadvisable to proceed with the
Offer or with such acceptance for payment:

(a) there shall have been threatened, instituted or pending any action
or proceeding by any government or governmental, regulatory or
administrative agency, authority or tribunal or any other person, domestic
or foreign, before any court, authority, agency or tribunal that directly
or indirectly (i) challenges the making of the Offer, the acquisition of
some or all of the shares pursuant to the Offer or otherwise relates in any
manner to the Offer, or (ii) in Impac's reasonable judgment, could (A)
materially and adversely affect the business, condition (financial or
otherwise), assets, income, operations or prospects of Impac and its
subsidiaries, taken as a whole, or otherwise materially impair in any way
the contemplated future conduct of the business of Impac or any of its
subsidiaries or materially impair the contemplated benefits of the Offer to
Impac, (B) make the acceptance for payment of, or
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<PAGE> 16

payment for, some or all of the tendered shares illegal or otherwise
restrict or prohibit consummation of the Offer or (C) delay or restrict the
ability of Impac, or render Impac unable, to accept for payment or pay for
some or all of the tendered shares;

(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to the Offer or Impac or any
of its subsidiaries, by any court or any authority, agency or tribunal
that, in Impac's reasonable judgment, would or might directly or indirectly
result in any of the consequences referred to in clauses (i) or (ii) of
paragraph (a) above;

(c) there shall have occurred (i) any general suspension of trading
in, or limitation on prices for, securities on any national securities
exchange or in the over-the-counter market, (ii) the declaration of a
banking moratorium or any suspension of payments in respect of banks in the
United States, (iii) the commencement of a war, armed hostilities or other
international or national calamity directly or indirectly involving the
United States, (iv) any limitation (whether or not mandatory) by any
government or governmental, regulatory or administrative agency, authority
or tribunal on, or any event that, in Impac's reasonable judgment, might
affect, the extension of credit by banks or other lending institutions in
the United States, (v) any significant decrease in the market price of the
Common Stock or any change in the general political, market, economic or
financial conditions in the United States or abroad that could, in the
reasonable judgment of Impac, have a material adverse effect on Impac's
business, condition (financial or otherwise), assets, income, operations or
prospects or the trading in the Common Stock, (vi) in the case of any of
the foregoing existing at the time of the commencement of the Offer, a
material acceleration or worsening thereof, or (vii) any decline in either
the Dow Jones Industrial Average or the Standard and Poor's Index of 500
Industrial Companies by an amount in excess of 10% measured from the close
of business on April 20, 2000;

(d) a tender or exchange offer for any or all of the shares of Common
Stock of Impac (other than the Offer), or any merger, business combination
or other similar transaction with or involving Impac or any subsidiary,
shall have been proposed, announced or made by any person;

(e) (i) any person, entity or "group" (as that term is used in
Section 13(d)(3) of the Exchange Act) shall have acquired or proposed to
acquire beneficial ownership of more than 5% of the outstanding shares of
any class of Common Stock of Impac (other than (A) any such person, entity
or group who has a Schedule 13G on file with the Commission as of April 20,
2000 relating to share ownership in Impac and does not effect a change in
filing status to Schedule 13D, or (B) the acquisition of additional common
stock by Fortress) or (ii) any person, entity or group shall have filed a
Notification and Report Form under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, or shall have made a public
announcement reflecting an intent to acquire Impac or any of its
subsidiaries or any of their respective assets or securities otherwise than
in connection with a transaction authorized by the Board;

(f) any change or changes shall have occurred in the business,
condition (financial or otherwise), assets, income, operations, prospects
or stock ownership of Impac or its subsidiaries that, in Impac's reasonable
judgment, is or may be material to Impac or its subsidiaries; or

(g) Impac determines that the consummation of the Offer and the
purchase of shares of Common Stock may cause the Common Stock to be
delisted from the AMEX or to be eligible for deregistration under the
Exchange Act or adversely affect Impac's ability to qualify as a REIT.

Any determination by Impac concerning any events described in this section
and any related judgment or decision by Impac regarding the inadvisability of
proceeding with the purchase of or the payment for any shares tendered shall be
final and binding upon all parties. The foregoing conditions are for the sole
benefit of Impac and may be asserted by Impac in circumstances giving rise to
those conditions or may be waived by Impac in whole or in part. Impac's failure
at any time to exercise any of the foregoing rights shall not be

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<PAGE> 17

deemed a waiver of any such right, and each such right shall be deemed an
ongoing right that may be asserted at any time and from time to time.

8. PRICE RANGE OF COMMON STOCK; DIVIDENDS

The shares of Common Stock are listed for trading on the American Stock
Exchange under the symbol "ICH." The following table sets forth the range of the
high and low sale prices of the Common Stock on the AMEX during the past two
years. The following table sets forth, for the fiscal quarters indicated, the
high and low sales prices per share in each of such fiscal quarters.

<TABLE>
<CAPTION>
STOCK PRICES
---------------
HIGH LOW
---- ---
<S> <C> <C>
1998
1st Quarter................................................. $19 3/4 $17
2nd Quarter................................................. $18 1/8 $14
3rd Quarter................................................. $15 1/4 $ 8 13/16
4th Quarter................................................. $11 5/8 $ 1 7/8

1999
1st Quarter................................................. $ 6 5/8 $ 4 15/16
2nd Quarter................................................. $ 7 1/4 $ 4 5/8
3rd Quarter................................................. $ 6 11/16 $ 4 5/8
4th Quarter................................................. $ 6 $ 4 11/16

2000
1st Quarter................................................. $ 5 1/2 $ 4 11/16
2nd Quarter (through April 20, 2000)........................ $ 5 3/16 $ 4 13/16
</TABLE>

On April 20, 2000, the last practicable date prior to the announcement of
the Offer, the closing per share sales price of the Common Stock, as reported on
the AMEX, was $4.81. YOU SHOULD OBTAIN CURRENT QUOTATIONS OF THE MARKET PRICE OF
THE SHARES AND CONSULT AN INDEPENDENT FINANCIAL ADVISOR.

RIGHTS PLAN. On October 7, 1998 the Impac Board of Directors adopted a
Stockholder Rights Plan in which Preferred Stock Purchase Rights ("Rights") were
distributed to holders of Impac's Common Stock as a dividend on October 19, 1998
at the rate of one Right for each outstanding common share. The Rights are
attached to the Common Stock and expire October 19, 2008. The Rights will be
exercisable and trade separately only if a person or group acquires or announces
the intent to acquire 10% or more of Impac's Common Stock and such person or
group does not subsequently reduce its ownership below 10% at the request of the
Board. Each Right will entitle stockholders to buy one one-hundredth of a share
of a new series of Series A junior participating preferred stock at an exercise
price of $16.25. If Impac is acquired in a merger or other transaction after a
person has acquired 10% or more of the outstanding Common Stock, each Right will
entitle the stockholder to purchase, at the Right's then-current exercise price,
a number of the acquiring company's common shares having a market value of twice
such price or a number of the company's common shares having a market value of
twice such price, depending on the structure of the transaction. Following such
an acquisition, and before an acquisition of 50% or more of the outstanding
common shares, the Board may exchange the Rights (other than the Rights owned by
such person) at an exchange ratio of one share of Common Stock per Right. Before
a person or group acquires ownership of 10% or more of the shares of Common
Stock, the Rights are redeemable for $0.0001 per Right at the option of the
Board.

9. EFFECTS OF THE OFFER

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<PAGE> 18

shares are held through a Nominee should contact such Nominee to determine
whether transaction costs apply to any sales of Common Stock pursuant to the
Offer. In addition, the Offer may give stockholders the opportunity to sell
their Common Stock at prices greater than market prices prevailing prior to the
announcement of the Offer. Stockholders are urged to obtain current market
quotations for their shares. See Section 8. The Offer also allows stockholders
to sell a portion of their shares while retaining a continuing equity interest
in Impac. Stockholders who determine not to accept the Offer will realize a
proportionate increase in their relative equity interest in Impac, and thus in
Impac's future earnings and assets (subject to Impac's right to issue additional
equity securities in the future).

For holders of Common Stock who do not tender shares, there is no assurance
that the price of the Common Stock will not trade below the price currently
being offered by Impac pursuant to the Offer. For holders of Common Stock who do
tender, there is no assurance that the trading price of the Common Stock will
not increase as a result of the Offer and at some point exceed the Offer Price.
Impac believes that there will still be a sufficient number of shares
outstanding and publicly traded following the Offer to ensure a continued
trading market in the shares.

The Impac Board of Directors has authorized Impac to purchase additional
shares in the open market, as described below, following completion of the
Offer, in privately negotiated transactions or otherwise. Any such purchases may
be on the same terms or on terms which are more or less favorable to the holder
of Common Stock than the terms of the Offer. Rule 13e-4 of the Exchange Act
prohibits Impac from purchasing any shares of Common Stock, other than pursuant
to the Offer, until at least ten business days after the Expiration Date of this
Offer. Any possible future purchases by Impac will depend on many factors,
including the market price of the Common Stock, the results of the Offer,
Impac's business and financial position, and general economic and market
conditions.

The shares are registered under the Exchange Act, which requires, among
other things, that Impac furnish certain information to its holders of Common
Stock and to the Commission and comply with the Commission's proxy rules in
connection with meetings of holders of the Common Stock.

10. SOURCE AND AMOUNT OF FUNDS

Assuming that Impac purchases 2,020,367 shares in this Offer at a price of
$5.75 per share, the total amount required to purchase the shares would equal
$11,617,110 plus all fees and expenses applicable to this Offer. Impac intends
to pay for validly tendered shares of Common Stock, as well as for the costs and
expenses of this Offer, from cash on hand, or funds generated in the ordinary
course of business.

11. CERTAIN INFORMATION ABOUT IMPAC; GENERAL INFORMATION

History and Business

Impac was incorporated in Maryland in February 1997. Impac's subsidiaries
include Impac Commercial Assets Corporation, IMH/ICH Dove Street, LLC and Impac
Commercial Capital Corporation. Impac owns a 100% interest in Impac Commercial
Assets Corporation and Impac Commercial Capital Corporation, the entity through
which Impac conducted its mortgage conduit operations.

Prior to August 1999, Impac's operations were divided into two segments:
long-term investment operations and commercial mortgage conduit operations.
Impac's long-term investment operations consist

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<PAGE> 19

primarily of investments in commercial mortgages and commercial mortgage-backed
securities, commonly referred to as CMBS. Impac's commercial mortgage conduit
operations, which were conducted by Impac's ICCC subsidiary, originated,
purchased, securitized and sold commercial mortgages. Due to changes in the
Company's business plan, the conduit operations have been temporarily curtailed.

ACQUISITION OF EQUITY INTEREST IN IMPAC AND MANAGEMENT RESPONSIBILITIES BY
FORTRESS. On May 5, 1999, Impac issued to Fortress 479,999 shares of a newly
created series of preferred stock for an aggregate purchase price of
approximately $12 million of the Series B Preferred Stock. The Series B
Preferred Stock are initially convertible into 1,683,635 shares of Common Stock.
Concurrently, FIC Management, an affiliate of Fortress, entered into a
definitive agreement with RAI Advisors, LLC, the then manager of Impac, pursuant
to which RAI Advisors assigned to FIC Management all of RAI Advisors' rights and
interests in the existing management agreement between RAI and Impac in exchange
for $6 million in cash consideration. Following the assignment, FIC Management
became the exclusive manager of Impac.

In connection with the purchase of the Series B Preferred Stock and the
assignment of the management agreement described above, the following additional
events occurred: (i) the submanagement agreement among RAI Advisors, Impac
Mortgage Holdings, Inc., a former affiliate of Impac ("Impac Mortgage"), and
Impac Funding Corp., a former affiliate of Impac which conducted Impac
Mortgage's conduit operations ("Impac Funding"), was terminated and a new
submanagement agreement was entered into among FIC Management, Impac Mortgage
and Impac Funding; (ii) the right of first refusal agreement among Impac, ICCC,
RAI Advisors, Impac Mortgage and Impac Funding was terminated; (iii) James
Walsh, Timothy Busch, Stephan Peers and Thomas Poletti resigned as directors of
Impac and Wesley Edens, Robert Kauffman and Christopher Mahowald, all of whom
are designees of Fortress, were appointed to the Impac Board of Directors
(Joseph Tomkinson and Frank Filipps, who served on the Board prior to the
Fortress investment in Impac, remain as Impac directors); and (iv) the executive
officers of Impac then serving resigned as a group. Following these
resignations, the Board of Directors appointed Mr. Edens as Impac's new chairman
of the board and chief executive officer; Mr. Kauffman as Impac's new president;
Randal Nardone as Impac's new chief operating officer and secretary; and Erik
Nygaard as Impac's new chief information officer and treasurer.

As a result of the various transactions with Fortress described above,

- Fortress now holds a significant equity interest in Impac. Assuming the
conversion of the Series B Preferred Stock and including subsequent open
market purchases of 832,400 shares of Common Stock by an affiliate,
Fortress' equity interest would represent approximately 25% of the voting
power of Impac;

- the principal executive officers of Impac and a majority of the members
of the Impac board are designees of Fortress; and

- an affiliate of Fortress, FIC Management, now controls the external
management of Impac's operations.

THE EFFECTS OF CHANGES IN INTEREST RATES. Impac has certain assets subject
to market risks. These assets are subject to risk of accelerated mortgage
prepayment or losses in excess of assumptions used in valuation. Ultimate cash
flows realized from these assets would be reduced should prepayments or losses
exceed assumptions used in the valuation. Conversely, cash flows realized would
be greater should prepayments or losses be below expectations.

Changes in interest rates may affect Impac's earnings in various ways.
Impac's earnings currently depend, in part, on the difference between the
interest received on mortgage assets and the interest paid on related short-term
borrowings. The resulting spread may be reduced or even turn negative in a
rising short-term interest rate environment. For Impac's mortgage assets that
are adjustable-rate CMBS, the risk of rising short-term interest rates is
generally offset to some extent by increases in the rates of interest earned on
the underlying adjustable-rate assets. Impac may invest in derivatives from time
to time as a hedge against rising interest rates on a portion of its short-term
borrowings. At December 31, 1999, Impac did not own any derivatives as a hedge
against rising interest rates.
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<PAGE> 20

Another effect of changes in interest rates is that as long-term interest
rates decrease the rate of principal prepayments on loans underlying CMBS may
increase. To the extent the proceeds of prepayments on mortgage assets cannot be
reinvested at a rate of interest at least equal to the rate previously earned on
such investments, earnings may be adversely affected. In addition, the rates of
interest earned on adjustable-rate CMBS generally will decline during periods of
falling short-term interest rates.

Changes in interest rates also impact earnings recognized from
interest-only mortgage securities. The amount of income that may be generated
from interest-only mortgage securities is dependent upon the rate of principal
prepayments on the underlying mortgage collateral. If mortgage interest rates
fall significantly below interest rates on the collateral, principal prepayments
may increase, reducing or even turning negative the overall return on these
investments. Conversely, if mortgage interest rates rise, interest-only mortgage
securities tend to perform favorably because underlying mortgage loans will
generally prepay at slower rates, thereby increasing overall returns.

CMO residuals behave similarly to interest-only mortgage securities. If
mortgage interest rates fall, prepayments on the underlying mortgage loans
generally will be higher, thereby reducing or even turning negative the overall
returns on these investments. This is due primarily to the acceleration of the
amortization of bond discounts as bond classes are repaid more rapidly than
originally anticipated. Conversely, if mortgage interest rates rise
significantly above interest rates on the collateral, principal prepayments will
typically diminish, improving the overall return on an investment in a
fixed-rate CMO residual because of an increase in time over which Impac receives
the larger positive interest spread.

Impac may periodically sell mortgage assets, which may increase income
volatility because of the recognition of transactional gains or losses. Such
sales may become attractive as values of mortgage assets fluctuate with changes
in interest rates. At other times, such as in 1998, it may become prudent to
significantly reposition mortgage asset portfolios to mitigate exposure to
further declines in mortgage interest rates.

RISKS ASSOCIATED WITH CREDIT-SENSITIVE INVESTMENTS. CMBS are generally
viewed as exposing an investor to greater risk of loss than residential
mortgage-backed securities since such securities are typically secured by larger
loans to fewer obligors than residential mortgage-backed securities. Commercial
property values and net operating income are subject to volatility, and net
operating income may be sufficient or insufficient to cover debt service on the
related mortgage loan at any given time. The repayment of loans secured by
income-producing properties is typically dependent upon the successful operation
of the related real estate project and the ability of the applicable property to
produce net operating income rather than upon the liquidation value of the
underlying real estate. Even when the current net operating income is sufficient
to cover debt service, there can be no assurance that this will continue to be
the case in the future.

Additionally, commercial properties may not readily be convertible to
alternative uses if such properties were to become unprofitable due to
competition, age of improvements, decreased demand, regulatory changes or other
factors. The conversion of commercial properties to alternate uses generally
requires substantial capital expenditures, for which funds may or may not be
available.

The availability of credit for commercial mortgage loans will be
significantly dependent upon economic conditions in the markets where such
properties are located, as well as the willingness and ability of lenders to
make such loans. The availability of funds in the credit markets fluctuates and
there can be no assurance that the availability of such funds will increase
above, or will not contract below, current levels. In addition, the availability
of similar commercial properties, and the competition for available credit, may
affect the ability of potential purchasers to obtain financing for the
acquisition of properties. This could effect the repayment of commercial
mortgages underlying CMBS.

The availability of capital from external sources to finance investments in
credit-sensitive CMBS that are not financed to maturity at acquisition may be
diminished during periods of mortgage finance market illiquidity, such as was
experienced in 1998. Additionally, if market conditions deteriorate resulting in
substantial declines in value of these securities, sufficient capital may not be
available to support the continued ownership of such investments, requiring
these securities to be sold at a loss.

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<PAGE> 21

IF IMPAC'S EARNINGS OR THE VALUE OF ITS MORTGAGE ASSETS ARE ADVERSELY
AFFECTED BY A CHANGE IN INTEREST RATES OR CHANGE IN THE CREDIT QUALITY OF THE
INVESTMENT PORTFOLIO, THE BOOK VALUE OF THE COMMON STOCK MAY DECLINE.

STOCKHOLDER LITIGATION. On July 28, 1999, an action was filed against Impac
in the Superior Court for the State of California, County of Orange. Plaintiff
in the action, Bresta Futura V B.V., a Netherlands corporation, alleges that
Impac breached its lease agreement with Redstone Plaza Associates, a California
general partnership of which Bresta Futura is the general partner. The lease
with Redstone relates to a property which was to be occupied by Impac Commercial
Capital Corporation, an affiliate of Impac. Bresta Futura is seeking damages in
excess of $1.0 million consisting of unpaid rent from December 1, 1998 through
the present time on the remaining portion of the property that has not been
subleased, late charges and interest due on the unpaid rent, attorneys' fees and
related expenses. Impac answered Bresta Futura's complaint on September 14,
1999, generally denying the allegations of the complaint and asserting specific
affirmative defenses. A trial has been scheduled for July 17, 2000. Recently,
Bresta Futura filed an application for right to attach order and writ of
attachment, seeking the right to attach property of Impac in the amount of $1.0
million. At a hearing held on March 23, 2000, this application was denied by the
court. Impac intends to vigorously defend this action.

12. INTEREST OF DIRECTORS AND EXECUTIVE OFFICERS AND PRINCIPAL SHAREHOLDERS;
TRANSACTIONS AND ARRANGEMENTS CONCERNING THE COMMON STOCK

As a result of Impac's transaction with Fortress, Impac issued to Fortress
479,999 shares of Series B Preferred Stock for an aggregate purchase price of
approximately $12.0 million. The Series B Preferred Stock is initially
convertible into 1,683,635 shares of Impac Common Stock. Subsequent to its
acquisition of the Series B Preferred Stock, an affiliate of Fortress acquired
832,400 of Common Stock through open market purchases, the last of which
occurred on February 23, 2000. Assuming conversion of the Series B Preferred
Stock and including these open market purchases of Common Stock, Fortress'
equity interest would represent approximately 25% of the combined voting power
of Impac (calculated assuming conversion of the Series B Preferred Stock). See
Section 11. If Impac purchases 2,020,367 shares under the Offer, and assuming
Fortress does not tender any shares under the Offer (as agreed by Fortress),
then after the purchase of shares under the Offer, Fortress would beneficially
own approximately 31% of the combined voting power of Impac (calculated assuming
conversion of the preferred shares).

Impac's executive officers and directors have agreed not to participate in
the Offer. As of April 20, 2000, all directors and executive officers of Impac
and its subsidiaries (but not including directors or executive officers
appointed by Fortress) as a group (2 persons) beneficially owned an aggregate of
166,617 shares. Assuming conversion of Fortress' Series B Preferred Stock, the
equity interest of these directors and executive officers constitutes
approximately 1.65% of the combined voting power of Impac. If Impac purchases
2,020,367 shares under the Offer, and assuming no director or executive officer
tenders any shares under the Offer (as agreed by the directors and executive
officers), then after the purchase of shares under the Offer, all directors and
executive officers of Impac and its subsidiaries as a group would beneficially
own approximately 2.06% of the combined voting power of Impac (calculated
assuming conversion of the Series B Preferred Stock).

On May 5, 1999, Messrs. Edens, Kauffman, Nardone, and Nygaard were
appointed as either executive officers or directors of Impac. Subsequently, Mr.
Gregory Hughes was appointed Chief Financial Officer. None of Mr. Edens, Mr.
Kauffman, Mr. Nardone, Mr. Nygaard or Mr. Hughes directly owns any securities of
Impac. However, by reason of their status as directors or executive officers of
Fortress, they may be deemed to be the beneficial owners of the Series B
Preferred Stock and the shares of Common Stock issuable upon conversion of the
Series B Preferred Stock and any other securities of Impac owned directly or
beneficially by Fortress. Impac has been advised that each of Mr. Edens, Mr.
Kauffman, Mr. Nardone, Mr. Nygaard and Mr. Hughes disclaims beneficial ownership
of the Series B Preferred Stock and any shares of Common Stock from time to time
owned directly or beneficially by Fortress. For further information, see Section
11.

Based on Impac's records and on information provided to Impac by its
directors, executive officers and subsidiaries, neither Impac, any affiliate or
subsidiary of Impac nor, to Impac's knowledge, any of the directors

16
<PAGE> 22

or executive officers of Impac or any of its subsidiaries, nor any affiliates or
subsidiaries of any of the foregoing, has effected any transactions involving
the Common Stock during the 60 business days prior to the date hereof (except
for the last open market purchase by an affiliate of Fortress which occurred on
February 23, 2000). Except as set forth herein, neither Impac, nor, to Impac's
knowledge, any of its executive officers or directors, or any of the executive
officers or directors of any of its subsidiaries, is a party to any contract,
arrangement, understanding or relationship relating, directly or indirectly, to
this Offer with any other person with respect to the Common Stock.

13. FEDERAL INCOME TAX CONSEQUENCES

The following discussion is a summary of certain anticipated United States
federal income tax consequences of the Offer. This discussion is for general
information only and does not address the federal income tax consequences that
may be relevant to particular holders of Common Stock in light of their personal
circumstances or to certain types of holders of Common Stock such as dealers in
securities, insurance companies, foreign persons (except as specifically noted
below under "-- Taxation of Holders Who are Non-U.S. Holders"), financial
institutions and tax-exempt entities who may be subject to special treatment
under the federal income tax laws. Further, this summary assumes that shares of
Common Stock are held as capital assets -- generally, property held for
investment -- within the meaning of the Internal Revenue Code of 1986, as
amended (the "Code"). This discussion does not address any tax consequences
under state, local or foreign laws. For purposes of this discussion, a "U.S.
Holder" means a person who is (a) a citizen or resident of the United States,
(b) a corporation or partnership, including an entity treated as a corporation
or partnership for U.S. federal income tax purposes, created in the United
States or organized under the laws of the United States or any state thereof or
the District of Columbia (except, in the case of a partnership, as otherwise
provided by applicable Treasury regulations), (c) an estate, the income of which
is includable in gross income for United States federal income tax purposes
regardless of its source, or (d) a trust whose administration is subject to the
primary supervision of a United States court and which has one or more United
States persons who have the authority to control all substantial decisions of
the trust.

The discussion is based upon the Code, the Treasury regulations thereunder,
judicial decisions and current administrative rulings and practices in effect on
the date hereof. Any of these authorities could be repealed, overruled or
modified at any time. Any such change could be retroactive and, accordingly,
could modify the tax consequences of this Offer. No ruling from the IRS with
respect to the matters discussed herein has been requested, and there is no
assurance that the IRS would agree with the conclusions set forth in this
discussion.

GENERAL CONSEQUENCES. The tender of shares of Common Stock pursuant to the
Offer will be a taxable transaction for federal income tax purposes and may be a
taxable transaction under state, local or foreign tax laws as well. Under the
Code, a holder of Common Stock whose shares are purchased pursuant to the Offer
will generally recognize gain or loss in an amount equal to the difference
between the cash received and such stockholder's adjusted tax basis for his
shares redeemed, if:

(i) as a result of the sale, his stock interest in Impac is completely
terminated;

(ii) the redemption is "substantially disproportionate" with respect
to the selling stockholder; or

(iii) the redemption is otherwise deemed to be not essentially
equivalent to a dividend.

These tests (the "Section 302 Tests") are discussed in greater detail below. If
any one of the Section 302 Tests is met, as discussed under "-- Treatment as a
Sale or Exchange," such gain or loss generally will be treated as a long-term
capital gain or loss if the stockholder's holding period for such shares is more
than one year. If none of the Section 302 Tests is satisfied, the cash received
pursuant to the Offer will be treated in the manner discussed under
"-- Treatment as a Dividend or Otherwise as a Distribution" as a dividend
taxable as ordinary income to the extent of the current and accumulated earnings
and profits of Impac, if any.

To determine whether the Section 302 Tests are met, there must be taken
into account both (a) any shares actually owned by such holder of Common Stock
and (b) any shares considered owned by such holder of Common Stock by reason of
certain constructive ownership rules set forth in the Code. A holder of
17
<PAGE> 23

Common Stock generally will be treated as owning shares which he has the right
to acquire under options, or by the conversion or exchange of a security, and
shares owned (and, in some cases, constructively owned) by members of the
stockholder's family and by related entities such as corporations, partnerships,
trusts and estates in which such stockholder, a member of his family or a
related entity has an interest.

- Complete Termination of Interest Test. A holder of Common Stock who
meets the requirements of the "complete termination of interest" test
generally will receive sale or exchange treatment. A complete termination
of stock interest of a tendering holder of Common Stock will have
occurred if Impac purchases all of his Common Stock pursuant to the
Offer, and the holder of Common Stock does not own directly and is not
deemed to own, under the constructive ownership rules described above,
any other stock of Impac. If the Offer is prorated, the shares that are
not purchased by reason of such proration must be taken into account in
determining whether a holder of Common Stock has achieved a complete
termination of his interest in Impac. If a holder of Common Stock would
otherwise satisfy the complete termination requirement, but for his
constructive ownership of shares held by family members, under certain
circumstances the holder of Common Stock may be entitled to disregard
such constructive ownership.

- Substantially Disproportionate Test. A sale of Common Stock pursuant to
the Offer will, in general, be "substantially disproportionate" as to a
holder if, among other things, the percentage of the outstanding Common
Stock actually and constructively owned by the holder immediately after
the completion of the Offer is less than 80% of the percentage of Common
Stock actually and constructively owned by the holder immediately before
the Offer.

- Not Essentially Equivalent to a Dividend Test. A holder of Common Stock
who meets the requirements of the "not essentially equivalent to a
dividend" test generally will receive sale or exchange treatment. A
redemption will be treated as "not essentially equivalent to a dividend"
if, as result of the sale of Common Stock pursuant to the Offer, a holder
of Common Stock has realized a "meaningful reduction" in his
proportionate interest in Impac, taking into account the constructive
ownership rules. This determination depends on the facts and
circumstances of each case.

A redemption of Common Stock for cash that results in some reduction in
the proportionate interest in Impac, taking into account any constructive
ownership, of a holder whose relative stock interest in Impac is minimal
and who exercises no control over corporate affairs will generally be
regarded as a "meaningful reduction" in the holder's stock interest in
Impac. Stockholders tendering shares pursuant to the Offer should note
that the change in their relative stock interest in Impac may be affected
by a proration of the Offer. For example, a stockholder who tenders a
smaller percentage of his shares than the percentage of outstanding
shares repurchased by Impac in the transaction would experience an
increase in his proportionate interest in Impac, and would generally be
required to treat the sales proceeds received as a distribution rather
than as a sale or exchange. See discussion below under "-- Treatment as a
Dividend or Otherwise as a Distribution." Any stockholder seeking to rely
on the "not essentially equivalent to a dividend" test should consult
with his own tax advisor as to its application in his particular
situation.

TREATMENT AS A SALE OR EXCHANGE. If any of the Section 302 Tests described
above are satisfied, the redemption will be treated as a sale or exchange. The
tendering holder of Common Stock will recognize capital gain or loss in an
amount equal to the difference between the amount of cash received pursuant to
the Offer (other than amounts which represent declared and unpaid dividends) and
his adjusted tax basis in the redeemed shares. Generally, the basis of shares is
equal to their cost. However, if the shares were inherited or received by gift,
special tax rules may apply. Amounts of cash received upon redemption of the
Common Stock which represent declared and unpaid dividends will be subject to
taxation in the manner discussed under "-- Treatment as a Dividend or Otherwise
as a Distribution" below.

Such gain or loss would be long-term capital gain or loss if the holding
period for the Common Stock exceeded one year. Capital gains of individuals
derived in respect of capital assets held for more than one year are eligible
for reduced rates of taxation. The maximum capital gains tax rate applicable to
individuals is generally 20% under current law. The deductibility of capital
losses is restricted and, in general, may only be
18
<PAGE> 24

used to reduce capital gains to the extent thereof. However, taxpayers who are
individuals generally may deduct annually $3,000 of capital losses in excess of
their capital gains.

TREATMENT AS A DIVIDEND OR OTHERWISE AS A DISTRIBUTION. If none of the
Section 302 Tests described above is satisfied, then the holder of Common Stock
generally will be treated as having received a distribution in an amount equal
to the gross proceeds payable to the holder. Such a deemed distribution will be
taxable as a dividend (i.e., ordinary income) to the extent of the current and
accumulated earnings and profits of Impac, if any, as calculated for U.S.
federal income tax purposes. The amount taxable will not be reduced by the
holder's basis in the Common Stock exchanged pursuant to the Offer, and the
holder's adjusted tax basis in the shares sold will be transferred to any
remaining shares of Impac stock retained by the holder.

If none of the Section 302 Tests is satisfied and a sale pursuant to the
Offer is therefore treated as a distribution, any cash received for Common Stock
pursuant to the Offer in excess of Impac's current and accumulated earnings and
profits will be treated, first, as a non-taxable return of capital to the extent
of, and in reduction of, the holder's tax basis in his Common Stock, and
thereafter, as a capital gain to the extent that it exceeds the holder's tax
basis. Gain recognized by a holder on Common Stock held for 12 months or less
will be taxable at ordinary income rates, while Common Stock held more than 12
months will be taxable at the long-term capital gains rate.

BACKUP WITHHOLDING REQUIREMENTS. Under federal backup withholding rules,
except in the case of certain exempt taxpayers, the depositary will withhold 31%
of the gross proceeds paid to a holder of Common Stock or other payee pursuant
to the Offer unless the holder of Common Stock provides his taxpayer
identification number (employer identification number or social security
number), certifies that such number is correct, and certifies that he has not
been notified that he is subject to backup withholding. See "Procedures for
Tendering Shares -- United States Federal Income Tax Backup Withholding" above,
for further details.

TAXATION OF HOLDERS WHO ARE NON-U.S. HOLDERS. To the extent that a sale of
Common Stock by a Non-U.S. Holder pursuant to the Offer does not satisfy one of
the Section 302 Tests, and is therefore treated for U.S. federal income tax
purposes as a distribution, the gross proceeds payable to the Non-U.S. Holder
will generally be subject to United States withholding tax at a rate of 30%.
Special rules apply to the extent that an income tax treaty applies, or where
the shares of Common Stock are held by the Non-U.S. Holder in connection with
the conduct, by it, of a trade or business in the United States. See "Procedures
for Tendering Shares -- Withholding for Holders Who are Non-U.S. Holders" above,
for further details.

Where a sale of Common Stock by a Non-U.S. Holder pursuant to the Offer
satisfies one or more of the Section 302 Tests described above and is therefore
treated for U.S. federal income tax purposes as a sale or exchange rather than a
distribution, it will generally not be subject to United States federal income
tax, unless the Foreign Investment in Real Property Tax Act ("FIRPTA") were to
apply. FIRPTA imposes tax on non-U.S. persons on certain sales of U.S. real
estate and stock of a United States Real Property Holding Corporation (a
"USRPHC"). Impac believes that it is not, and is not likely to become, a USRPHC.
Moreover, even if Impac were a USRPHC, in general FIRPTA would not apply if
either (i) Impac is a "domestically-controlled REIT," which Impac believes that
it is, and is likely to remain, or (ii) the selling Non-U.S. Holder holds, and
has held, directly and constructively, throughout the existence of Impac, less
than 5% of the outstanding Common Stock of Impac.

THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED
FOR GENERAL INFORMATION ONLY. EACH STOCKHOLDER IS URGED TO CONSULT HIS OWN TAX
ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO HIM OF THE SALE OF HIS
COMMON STOCK PURSUANT TO THE OFFER, INCLUDING THE APPLICABILITY OF CONSTRUCTIVE
OWNERSHIP RULES, THE APPLICABILITY OF ANY STATE, LOCAL OR FOREIGN INCOME OR
OTHER TAX LAWS, CHANGES IN APPLICABLE TAX LAWS, AND ANY PENDING OR PROPOSED
LEGISLATION.

19
<PAGE> 25

14. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS

Impac is not aware of any license or regulatory permit material to Impac's
business that is reasonably likely to be adversely affected by Impac's
acquisition of shares of Common Stock as contemplated herein or of any approval
or other action by any government or governmental, administrative or regulatory
authority, agency, or tribunal, domestic or foreign, that would be required for
the acquisition or ownership of shares by Impac as contemplated herein. Should
any such approval or other action be required, Impac presently contemplates that
such approval or other action will be sought or taken. Impac is unable to
predict whether it will be required to delay the acceptance for payment of or
payment for shares tendered pursuant to the Offer pending the outcome of any
such matter. There can be no assurance that any such approval or other action,
if needed, would be obtained or would be obtained without substantial conditions
or that the failure to obtain any such approval or other action might not result
in adverse consequences to Impac's business. Impac's obligations under the Offer
to accept for payment and pay for shares are subject to certain conditions. See
Section 7.

15. EXTENSION OF THE OFFER PERIOD; TERMINATION; AMENDMENTS

Impac expressly reserves the right, in its sole discretion, at any time and
from time to time, and regardless of whether or not any of the events set forth
in Section 7 shall have occurred or shall be deemed by Impac to have occurred,
to extend the period of time during which the Offer is open and thereby delay
acceptance for payment of, and payment for, any shares by giving oral or written
notice of such extension to the Depositary and making a public announcement
thereof. Impac also expressly reserves the right, in its sole discretion, to
terminate the Offer and not accept for payment or pay for any shares not
previously accepted for payment or paid for or, subject to applicable law, to
postpone payment for shares upon the occurrence of any of the conditions
specified in Section 7 by giving oral or written notice of such termination or
postponement to the Depositary and making a public announcement thereof. Impac's
reservation of the right to delay payment for shares which it has accepted for
payment is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which
requires that Impac must pay the consideration offered or return the shares
tendered promptly after termination or withdrawal of a Offer.

Subject to compliance with applicable law, Impac further reserves the
right, in its sole discretion, and regardless of whether any of the events set
forth in Section 7 shall have occurred or shall be deemed by Impac to have
occurred, to amend the Offer in any respect (including, without limitation, by
decreasing or increasing the consideration offered in the Offer to holders of
shares or by decreasing or increasing the number of shares being sought in the
Offer). Amendments to the Offer may be made at any time and from time to time by
public announcement thereof. In the case of an extension, such announcement will
be issued no later than 9:00 a.m., New York City time, on the next business day
after the last previously scheduled or announced Expiration Date. Any material
change to the terms of the Offer will be disseminated promptly to stockholders
in a manner reasonably designed to inform stockholders of such change. Without
limiting the manner in which Impac may choose to inform stockholders, except as
required by applicable law, Impac shall have no obligation to publish, advertise
or otherwise communicate any such change other than by making a release to the
Dow Jones News Service. If Impac materially changes the terms of the Offer or
the information concerning the Offer, or if it waives a material condition of
the Offer, Impac will extend the Offer to the extent required by Rules
13e-4(d)(2) and 13e-4(e)(2) promulgated under the Exchange Act. Under these
rules, the minimum period during which an offer must remain open following
material changes in the terms of the Offer or information concerning the Offer
will depend on the facts and circumstances, including the relative materiality
of such terms or information. If (i) Impac increases or decreases the price to
be paid for shares, increases or decreases the Dealer Managers fees or increases
or decreases the number of shares being sought in the Offer or, in the event of
an increase in the number of shares being sought, such increase exceeds 2% of
the number of outstanding shares of Common Stock, and (ii) the Offer is
scheduled to expire at any time earlier than the expiration of a period ending
on the tenth business day from, and including, the date that such notice of an
increase or decrease is first published, sent or given in the manner specified
herein, the Offer will be extended until the expiration of such period of ten
business days. For the purposes of the Offer, a "business

20
<PAGE> 26

day" means any day other than a Saturday, Sunday or Federal holiday and consists
of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

16. FEES AND EXPENSES

Impac has retained Merrill Lynch & Co. and PaineWebber Incorporated to act
as its financial advisors, as well as Dealer Managers, in connection with the
Offer. In connection with the Offer, Merrill Lynch & Co. and PaineWebber
Incorporated will each receive a transaction fee of $100,000 upon completion of
the Offer, as well as reimbursement of their out-of-pocket expenses incurred in
connection with the Offer, including the costs and expenses of their legal
counsel, and Impac has agreed to indemnify the Dealer Managers against certain
liabilities in connection with the Offer, including liabilities under the
Federal securities laws.

Impac has retained Corporate Investor Communications, Inc. to act as
Information Agent and EquiServe Trust Company, N.A. to act as Depositary in
connection with the Offer. The Information Agent may contact holders of shares
by mail, telephone, facsimile, telex, telegraph and personal interviews and may
request Nominees to forward materials relating to the Offer to beneficial
owners. The Information Agent and the Depositary will each receive reasonable
and customary compensation for their respective services.

No fees or commissions will be payable by Impac to brokers, dealers or
other persons (other than fees to the Dealer Managers and the Information Agent
as described above) for soliciting tenders of shares pursuant to the Offer. A
Stockholder holding shares through a Nominee is urged to consult such Nominee to
determine whether transaction costs are applicable if such stockholder tenders
shares through such Nominee and not directly to the Depositary. Impac will,
however, upon request, reimburse Nominees for customary mailing and handling
expenses incurred by them in forwarding the Offer and related materials to the
beneficial owners of shares held by them as a nominee or in a fiduciary
capacity. No Nominee has been authorized to act as the agent of Impac, the
Dealer Managers, the Information Agent or the Depositary for purposes of the
Offer. Impac will pay or cause to be paid all stock transfer taxes, if any, on
its purchase of shares except as otherwise provided under Section 6 or
Instruction 6 in the Letter of Transmittal.

17. MISCELLANEOUS

Impac is not aware of any jurisdiction in which the making of the Offer is
not in compliance with applicable law. If Impac becomes aware of any
jurisdiction where the making of the Offer or the acceptance or purchase of the
shares is not in compliance with any valid applicable law, Impac will make a
good faith effort to comply with such law. If, after such good faith effort,
Impac cannot comply with such law, the Offer will not be made to (nor will
tenders be accepted from or on behalf of) the holders of shares residing in such
jurisdiction. In any jurisdiction where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer shall be
deemed to be made on Impac's behalf by the Dealer Managers or one or more
registered broker or dealers licensed under the laws of the jurisdiction.

Pursuant to Rule 13e-4 promulgated under the Exchange Act, Impac has filed
with the Commission an Issuer Tender Offer Statement on Schedule TO which
contains additional information with respect to the Offer. The Schedule TO,
including the Exhibits and any amendments thereto, may be examined, and copies
may be obtained at the same places and in the same manner as is set forth in
Section 18 with respect to information concerning Impac.

18. ADDITIONAL INFORMATION

Impac files annual, quarterly and special reports, proxy statements and
other information with the Commission. You may read and copy any reports,
statements or other information filed by Impac at the Commission's public
reference room at 450 Fifth Street, N.W., Washington, D.C. 20549, or at the
Commission's public reference rooms in New York, New York and Chicago, Illinois.
Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further
information on the public reference rooms. The filings of Impac with the
Commission are also available to the public from commercial document retrieval
services and at the web site maintained by the Commission at http://www.sec.gov.
Such filings and other information concerning Impac also can be inspected and
copied at the offices of the AMEX, New York, New York 10005.

21
<PAGE> 27

THE BOARD OF DIRECTORS OF IMPAC HAS APPROVED THE MAKING OF THE OFFER. YOU
MUST, HOWEVER, MAKE YOUR OWN DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW
MANY SHARES TO TENDER. NONE OF IMPAC, ITS BOARD OF DIRECTORS, FIC MANAGEMENT OR
THE DEALER MANAGERS MAKES ANY RECOMMENDATION TO YOU WITH RESPECT TO THE OFFER,
AND NO PERSON HAS BEEN AUTHORIZED BY IMPAC OR ITS BOARD OF DIRECTORS TO MAKE ANY
SUCH RECOMMENDATIONS. THE DELIVERY OF THIS DOCUMENT SHALL NOT CREATE AN
IMPLICATION THAT THERE HAS BEEN ANY CHANGE IN THE AFFAIRS OF IMPAC SINCE THE
DATE OF THIS DOCUMENT OR THAT THE INFORMATION IN THIS DOCUMENT IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE OF THIS DOCUMENT.

This Offer to Purchase and the related Letter of Transmittal are being
mailed to stockholders, and will be furnished to Nominees whose names, or the
names of whose nominees, appear on our list of stockholders, or, if applicable,
who are listed as participants in a clearing agency's security position listing.

The Depositary for the Offer is:

EQUISERVE TRUST COMPANY, N.A.

I/R Telephone Number: (781) 575-3100

<TABLE>
<CAPTION>
By overnight delivery
By hand delivery to: or express mail: By mail:
<S> <C> <C>
Securities Transfer & Reporting EquiServe EquiServe
Services, Inc. Attn: Corporate Actions Attn: Corporate Actions
c/o EquiServe 40 Campanelli Drive P.O. Box 9573
100 William Street, Galleria Braintree, MA 02184 Boston, MA 02205-9573
New York, NY 10038
</TABLE>

Facsimile transmission:

(781) 575-4826

Confirm receipt of facsimile by telephone:

(781) 575-4816

Any questions or requests for assistance may be directed to the Information
Agent or the Dealer Managers at their respective addresses and telephone
numbers. You may also contact your broker, dealer, commercial bank or trust
company or any other nominee for assistance concerning this Offer.

The Information Agent for the Offer is:

CORPORATE INVESTOR COMMUNICATIONS, INC.
111 COMMERCE ROAD
CARLSTADT, NJ 07072-2586
CALL TOLL FREE (877) 977-6199
BANKS AND BROKERS PLEASE CALL (201) 896-1900

The Dealer Managers for the Offer are:

<TABLE>
<S> <C>
MERRILL LYNCH & CO. PAINEWEBBER INCORPORATED
WORLD FINANCIAL CENTER 1285 AVENUE OF THE AMERICAS
SOUTH TOWER NEW YORK, NY 10019
NEW YORK, NY 10281 (212)-713-8862 (CALL COLLECT)
(212) 236-3790 (CALL COLLECT)
</TABLE>

<PAGE> 1

EXHIBIT (a)(2)

LETTER OF TRANSMITTAL

TO TENDER SHARES OF COMMON STOCK,
PAR VALUE $0.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)

IMPAC COMMERCIAL HOLDINGS, INC.

PURSUANT TO THE OFFER TO PURCHASE DATED APRIL 24, 2000

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON FRIDAY, MAY 19, 2000, UNLESS THE OFFER IS EXTENDED.

The Depositary for the offer is:

EQUISERVE TRUST COMPANY, N.A.

<TABLE>
<S> <C> <C>
By Hand-Delivery By Overnight Courier or
By Mail to: in Massachusetts to: Hand-Delivery to:
EquiServe Trust EquiServe Trust Securities Transfer & Reporting
Company, N.A Company, N.A Services, Inc.
Attn: Corporate Actions Attn: Corporate Actions c/o EquiServe Trust & Reporting
P.O. Box 9573 40 Campanelli Drive Services, Inc.
Boston, MA 02205-9573 Braintree, MA 02184 100 William Street, Galleria
New York, NY 10038
Confirmation of receipt by telephone:
(781) 575-4816
</TABLE>

THIS LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, SHOULD
BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN ONE OF
THOSE SHOWN ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. DELIVERY TO IMPAC,
MERRILL LYNCH & CO. AND PAINEWEBBER INCORPORATED, THE DEALER MANAGERS FOR THE
OFFER, OR CORPORATE INVESTOR COMMUNICATIONS, INC., THE INFORMATION AGENT FOR THE
OFFER, WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE
VALID DELIVERY TO THE DEPOSITARY. DELIVERIES TO THE BOOK-ENTRY TRANSFER FACILITY
WILL NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY.
<PAGE> 2

<TABLE>
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
- ------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE(S) TENDERED
(PLEASE FILL IN EXACTLY AS APPEARS ON CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
- ------------------------------------------------------------------------------------------------------------------
NUMBER OF SHARES
REPRESENTED NUMBER OF
CERTIFICATE BY SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
TOTAL SHARES
TENDERED*
- ------------------------------------------------------------------------------------------------------------------
Indicate in this box the order (by certificate number) in which Shares are to be purchased in event of proration
(Attach additional signed list if necessary).*** See Instruction 8.
1st: 2nd: 3rd: 4th: 5th: 6th:
- ------------------------------------------------------------------------------------------------------------------
* Need not be completed if shares are delivered by book-entry transfer.
** If you desire to tender fewer than all shares evidenced by any certificates listed above, please indicate in
this column the number of shares you wish to tender. Otherwise, all shares evidenced by such certificates
will be deemed to have been tendered. See Instruction 4.
*** If you do not designate an order, in the event less than all shares tendered are purchased due to proration,
shares will be selected for purchase by the Depositary. See Instruction 8.
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

[ ] Check here if any certificates representing shares tendered hereby have
been lost, stolen, destroyed or mutilated. You must complete an affidavit of
loss and return it with your Letter of Transmittal. A bond may be required to be
posted by the shareholder to secure against the risk that the certificates may
be subsequently recirculated. Please call (781) 575-4816 to obtain an affidavit
of loss and for further instructions and as to the determination of the
requirement for posting of a bond. See Instruction 14.

This Letter of Transmittal is to be used only if (1) certificates for
shares are to be forwarded with it, or such certificates will be delivered under
a notice of guaranteed delivery previously sent to the Depositary or (2) a
tender of shares is to be made by book-entry transfer to the account maintained
by the Depositary at The Depository Trust Company, referred to as the
"Book-Entry Transfer Facility," under Section 4 of the Offer to Purchase.

Shareholders who desire to tender shares under the Offer and who cannot
deliver the certificates for their shares, or who are unable to comply with the
procedures for book-entry transfer before the "Expiration Date" (as defined in
Section 1 of the Offer to Purchase), and who cannot deliver all other documents
required by this Letter of Transmittal to the Depositary before the Expiration
Date may tender their shares according to the guaranteed delivery procedures set
forth in Section 4 of the Offer to Purchase. See Instruction 2. Delivery of
documents to the Book-Entry Transfer Facility does not constitute delivery to
the Depositary.

[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
AN ACCOUNT MAINTAINED BY THE DEPOSITARY AT THE BOOK-ENTRY TRANSFER FACILITY
AND COMPLETE THE FOLLOWING:

Name of tendering institution:

Account number:

Transaction code number:

2
<PAGE> 3

[ ] CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED UNDER A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE
THE FOLLOWING:

Name(s) of registered holder(s):

Date of execution of Notice of Guaranteed Delivery:

Name of institution which guaranteed delivery:

Account number:

ODD LOTS
(SEE INSTRUCTION 7)

To be completed ONLY if shares are being tendered by or on behalf of a
person owning beneficially or of record an aggregate of fewer than 100 shares.

On the date hereof, the undersigned either (check one box):

[ ] owned beneficially or of record an aggregate of fewer than 100 shares,
and is tendering all of such shares, or

[ ] is a broker, dealer, commercial bank, trust company or other nominee
which:

(a) is tendering, for the beneficial owners thereof, shares with
respect to which it is the record owner, and

(b) believes, based upon representations made to it by such beneficial
owners, that each such person was the beneficial owner of an aggregate of
fewer than 100 shares and is tendering all of such shares.

3
<PAGE> 4

To EquiServe Trust Company, N.A.:

The undersigned hereby tenders to Impac Commercial Holdings, Inc., a
Maryland corporation, the above-described shares of Impac's common stock, par
value $0.01 per share, including the associated preferred stock purchase rights,
issued under the Rights Agreement, dated as of October 7, 1998, between Impac
and BankBoston N.A., at the price per share of $5.75, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in
Impac's Offer to Purchase, dated April 24, 2000, receipt of which is hereby
acknowledged, and in this Letter of Transmittal which, as amended and
supplemented from time to time, together constitute the Offer. Unless the
context requires otherwise, all references herein to shares shall include the
associated preferred stock purchase rights. No additional consideration will be
paid for the associated preferred stock purchase rights.

Subject to and effective upon acceptance for payment of the shares tendered
hereby in accordance with the terms and subject to the conditions of the Offer,
including, if the Offer is extended or amended, the terms or conditions of any
such extension or amendment, the undersigned hereby sells, assigns and transfers
to or upon the order of Impac all right, title and interest in and to all shares
tendered hereby or orders the registration of such shares tendered by book-entry
transfer that are purchased under the Offer to or upon the order of Impac and
hereby irrevocably constitutes and appoints the Depositary as attorney-in-fact
of the undersigned with respect to such shares, with the full knowledge that the
Depositary also acts as the agent of Impac, with full power of substitution,
such power of attorney being an irrevocable power coupled with an interest, to:

(a) deliver certificates for shares, or transfer ownership of such
shares on the account books maintained by the Book-Entry Transfer Facility,
together in either such case with all accompanying evidences of transfer
and authenticity, to or upon the order of Impac, upon receipt by the
Depositary, as the undersigned's agent, of the purchase price with respect
to such shares;

(b) present certificates for such shares for cancellation and transfer
on Impac's books; and

(c) receive all benefits and otherwise exercise all rights of
beneficial ownership of such shares, subject to the next paragraph, all in
accordance with the terms of the Offer.

The undersigned hereby covenants, represents and warrants to Impac that:

(a) the undersigned understands that tendering of shares under any one
of the procedures described in Section 4 of the Offer to Purchase and in
the instructions hereto will constitute the undersigned's acceptance of the
terms and conditions of the Offer, including the undersigned's
representation and warranty that (i) the undersigned has a "net long
position" in shares or equivalent securities at least equal to the shares
tendered within the meaning of Rule 14e-4 under the Securities Exchange Act
of 1934, as amended, and (ii) such tender of shares complies with Rule
14e-4 under the Exchange Act;

(b) the undersigned has full power and authority to tender, sell,
assign and transfer the shares tendered hereby and when and to the extent
Impac accepts the shares for purchase, Impac will acquire good, marketable
and unencumbered title to them, free and clear of all security interests,
liens, charges, encumbrances, conditional sales agreements or other
obligations relating to their sale or transfer, and not subject to any
adverse claim;

(c) on request, the undersigned will execute and deliver any
additional documents the Depositary or Impac deems necessary or desirable
to complete the assignment, transfer and purchase of the shares tendered
hereby; and

(d) the undersigned has read and agrees to all of the terms of the
Offer.

The names and addresses of the registered holders should be printed, if
they are not already printed above, exactly as they appear on the certificates
representing shares tendered hereby. The certificate numbers, the number of
shares represented by such certificates, and the number of shares that the
undersigned wishes to tender, should be set forth in the appropriate boxes
above.

The undersigned understands that Impac will, upon the terms and subject to
the conditions of the Offer, purchase the shares at a purchase price of $5.75
per share, net to the seller in cash, without interest. The undersigned
understands that all shares properly tendered will be purchased at the purchase
price, net to the seller in cash, without interest, upon the terms and subject
to the conditions of the Offer, including its Odd Lot preferences and proration
provisions, and that

4
<PAGE> 5

Impac will return all other shares, including shares not purchased because of
proration promptly following the Expiration Date. No additional consideration
will be paid for the associated preferred stock purchase rights.

The undersigned recognizes that under certain circumstances set forth in
the Offer to Purchase, Impac may terminate or amend the Offer or may postpone
the acceptance for payment of, or the payment for, shares tendered or may accept
for payment fewer than all of the shares tendered hereby. In either event, the
undersigned understands that certificate(s) for any shares not tendered or not
purchased will be promptly returned to the undersigned at the address indicated
above, unless otherwise indicated under the "Special Payment Instructions" or
"Special Delivery Instructions" below. The undersigned recognizes that Impac has
no obligation, under the Special Payment Instructions, to transfer any
certificate for shares from the name of its registered holder, or to order the
registration or transfer of shares tendered by book-entry transfer, if Impac
purchases none of the shares represented by such certificate or tendered by such
book-entry transfer.

The undersigned understands that acceptance of shares by Impac for payment
will constitute a binding agreement between the undersigned and Impac upon the
terms and subject to the conditions of the Offer.

The check for the aggregate net purchase price for such of the tendered
shares as are purchased by Impac will be issued to the order of the undersigned
and mailed to the address indicated above unless otherwise indicated under
either of the "Special Payment Instructions" or the "Special Delivery
Instructions" boxes below. The undersigned acknowledges that Impac has no
obligation, under the "Special Payment Instructions," to transfer any shares
tendered by book-entry transfer if Impac does not purchase any of such shares.

All authority conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligations or duties of the undersigned under this Letter of Transmittal shall
be binding upon the heirs, personal representatives, successors and assigns of
the undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.

NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

5
<PAGE> 6

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

SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 5, 6 AND 9)

To be completed ONLY if certificates for shares not tendered or not
purchased and/or any check for the purchase price of shares purchased are
to be issued in the name of someone other than the undersigned or if
shares tendered hereby and delivered by book-entry transfer which are not
purchased are to be returned by credit to an account at the Book-Entry
Transfer Facility other than that designated above.

Issue: [ ] Check [ ] Certificate(s) to:

Name:
----------------------------------------------------
(PLEASE PRINT OR TYPE)

Address:
--------------------------------------------------

------------------------------------------------------------
(INCLUDING ZIP CODE)

------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 INCLUDED HEREWITH)

[ ] Credit shares delivered by book-entry transfer and not purchased to
the account set forth below:

------------------------------------------------------------
ACCOUNT NO.

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

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 5 AND 9)

To be completed ONLY if certificates for shares not tendered or not
purchased, and/or any check for the purchase price of shares purchased are
to be sent to someone other than the undersigned or to the undersigned at
an address other than that shown above.

Deliver: [ ] Check [ ] Certificate(s) to:

Name:
----------------------------------------------------
(PLEASE PRINT OR TYPE)

Address:
--------------------------------------------------

------------------------------------------------------------
(INCLUDING ZIP CODE)

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

6
<PAGE> 7

SHAREHOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 1 AND 5)

(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON REVERSE SIDE)

Must be signed by the registered holder(s) exactly as name(s) appear(s) on
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificate(s) and documents transmitted with the
Letter of Transmittal. If signature is by attorney-in-fact, executor,
administrator, trustee, guardian, officer of a corporation or another acting in
a fiduciary or representative capacity, please set forth the full title. See
Instruction 5.

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

- --------------------------------------------------------------------------------
(SIGNATURE(S))

Name(s):------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(PLEASE PRINT)

Capacity (full title):
----------------------------------------------------------------

Address:
-------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(INCLUDING ZIP CODE)

Area code and telephone number:
------------------------------------------------------

Dated:
- --------------------------- , 2000

Tax Identification or Social Security Number:
----------------------------------------------

GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)

Authorized signature:
----------------------------------------------------------------

Name(s):------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(PLEASE PRINT)

Title:
---------------------------------------------------------------------------

Name of Firm:
---------------------------------------------------------------------

Address:
-------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(INCLUDING ZIP CODE)

Area code and telephone number:
------------------------------------------------------

Dated:
- --------------------------- , 2000

Tax Identification or Social Security Number:
----------------------------------------------

7
<PAGE> 8

INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Guarantee of Signatures. No signature guarantee is required if either:

(a) this Letter of Transmittal is signed by the registered holder of
the shares exactly as the name of the registered holder appears on the
certificate, which term, for purposes of this document, shall include any
participant in a book-entry transfer facility whose name appears on a
security position listing as the owner of shares, tendered with this Letter
of Transmittal, and payment and delivery are to be made directly to such
registered holder unless such registered holder has completed either the
box entitled "Special Payment Instructions" or "Special Delivery
Instructions" above; or

(b) such shares are tendered for the account of a bank, broker,
dealer, credit union, savings association or other entity which is a member
in good standing of the Securities Transfer Agents Medallion Program or a
bank, broker, dealer, credit union, savings association or other entity
which is an "Eligible Guarantor Institution," as such term is defined in
Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, each
such entity, referred to as an "eligible guarantor institution."

In all other cases, signatures must be guaranteed by an eligible guarantor
institution. See Instruction 5.

2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be used only if certificates are
delivered with it to the Depositary, or such certificates will be delivered
under a Notice of Guaranteed Delivery previously sent to the Depositary, or if
tenders are to be made under the procedure for tender by book-entry transfer set
forth in Section 4 of the Offer to Purchase. Certificates for all physically
tendered shares, or confirmation of a book-entry transfer into the Depositary's
account at the Book-Entry Transfer Facility of shares tendered electronically,
together in each case with a properly completed and duly executed Letter of
Transmittal or manually signed facsimile of it, or an agent's message, and any
other documents required by this Letter of Transmittal, should be mailed or
delivered to the Depositary at the appropriate address set forth herein and must
be delivered to the Depositary before the Expiration Date.

The term "agent's message" means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary, which states that the
Book-Entry Transfer Facility has received an express acknowledgment from the
participant in the Book-Entry Transfer Facility tendering the shares, that such
participant has received and agrees to be bound by the terms of the Letter of
Transmittal, and that Impac may enforce such agreement against such participant.

Shareholders whose certificates are not immediately available or who cannot
deliver certificates for their shares and all other required documents to the
Depositary before the Expiration Date, or whose shares cannot be delivered
before the Expiration Date under the procedures for book-entry transfer, may
tender their shares by or through any eligible guarantor institution by properly
completing and duly executing and delivering a Notice of Guaranteed Delivery, or
facsimile of it, and by otherwise complying with the guaranteed delivery
procedure set forth in Section 4 of the Offer to Purchase. Under such procedure,
the certificates for all physically tendered shares or book-entry confirmation,
as the case may be, as well as a properly completed and duly executed Letter of
Transmittal, or manually signed facsimile of it, or an agent's message, and all
other documents required by this Letter of Transmittal, must be received by the
Depositary within three American Stock Exchange trading days after receipt by
the Depositary of such Notice of Guaranteed Delivery, all as provided in Section
4 of the Offer to Purchase.

The Notice of Guaranteed Delivery may be delivered by hand or transmittal
by telegram, facsimile transmission or mail to the Depositary and must include,
if necessary, a guarantee by an eligible guarantor institution in the form set
forth in such notice. For shares to be tendered validly under the guaranteed
delivery procedure, the Depositary must receive the Notice of Guaranteed
Delivery before the Expiration Date.

THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.

8
<PAGE> 9

Impac will not accept any alternative, conditional or contingent tenders,
nor will it purchase any fractional shares, except as expressly provided in the
Offer to Purchase. All tendering shareholders, by execution of this Letter of
Transmittal, or a facsimile of it, waive any right to receive any notice of the
acceptance of their tender.

3. Inadequate Space. If the space provided in the box captioned
"Description of Shares Tendered" is inadequate, the certificate numbers and/or
the number of shares should be listed on a separate signed schedule and attached
to this letter of transmittal.

4. Partial Tenders and Unpurchased Shares. (Not applicable to shareholders
who tender by book-entry transfer.) If fewer than all of the shares evidenced by
any certificate are to be tendered, fill in the number of shares which are to be
tendered in the column entitled "Number of Shares Tendered" in the box captioned
"Description of Shares Tendered." In such case, if any tendered shares are
purchased, a new certificate for the remainder of the shares evidenced by the
old certificates will be issued and sent to the registered holder(s), unless
otherwise specified in either the "Special Payment Instructions" box or "Special
Delivery Instructions" box in this Letter of Transmittal, promptly after the
Expiration Date. Unless otherwise indicated, all shares represented by the
certificates listed and delivered to the Depositary will be deemed to have been
tendered.

5. Signatures on Letter of Transmittal, Stock Powers and Endorsements.

(a) If this Letter of Transmittal is signed by the registered holder(s) of
the shares tendered hereby, the signature(s) must correspond exactly with the
name(s) as written on the face of the certificate(s) without any change
whatsoever.

(b) If the shares are registered in the names of two or more joint holders,
each such holder must sign this Letter of Transmittal.

(c) If any tendered shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
letters of transmittal, or photocopies of it, as there are different
registrations of certificates.

(d) When this Letter of Transmittal is signed by the registered holder(s)
of the shares listed and transmitted hereby, no endorsements of certificate(s)
representing such shares or separate stock powers are required unless payment is
to be made or the certificates for shares not tendered or not purchased are to
be issued to a person other than the registered holder(s). SIGNATURE(S) ON SUCH
CERTIFICATE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION. If this
Letter of Transmittal is signed by a person other than the registered holder(s)
of the certificate(s) listed, or if payment is to be made or certificate(s) for
shares not tendered or not purchased are to be issued to a person other than the
registered holder(s), the certificate(s) must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on the certificate(s), and the signature(s) on
such certificates or stock power(s) must be guaranteed by an eligible guarantor
institution. See Instruction 1.

(e) If this Letter of Transmittal or any certificates or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and must submit proper
evidence to the Depositary that is satisfactory to Impac of their authority so
to act.

6. Stock Transfer Taxes. Except as provided in this Instruction 6, no
stock transfer tax stamps or funds to cover such stamps need to accompany this
Letter of Transmittal. Impac will pay or cause to be paid any stock transfer
taxes payable on the transfer to it of shares purchased under the Offer. If,
however:

(a) payment of the purchase price is to be made to any person other
than the registered holder(s);

(b) shares not tendered or not accepted for purchase are to be
registered in the name(s) of any person(s) other than the registered
holder(s); or

(c) tendered certificates are registered in the name of any person(s)
other than the person(s) signing this Letter of Transmittal;

9
<PAGE> 10

then the Depositary will deduct from the purchase price the amount of any stock
transfer taxes, whether imposed on the registered holder(s), such other
person(s) or otherwise, payable on account thereof, unless satisfactory evidence
of the payment of such taxes or an exemption from them is submitted.

7. Odd Lots. As described in Section 1 of the Offer to Purchase, if Impac
is to purchase fewer than all shares tendered before the Expiration Date and not
properly withdrawn, the shares purchased first will consist of all shares
tendered by any shareholder who owned beneficially or of record an aggregate of
fewer than 100 shares. This preference will not be available unless the box
captioned "Odd Lots" is completed.

8. Order of Purchase in Event of Proration. As described in Section 1 of
the Offer to Purchase, stockholders may designate the order in which their
shares are to be purchased in the event of proration. The order of purchase may
have an effect on the Federal income tax classification of any gain or loss on
the shares purchased. See Sections 1 and 13 of the Offer to Purchase.

9. Special Payment and Delivery Instructions. If certificate(s) for shares
not tendered or not purchased and/or check(s) are to be issued in the name of a
person other than the signer of the Letter of Transmittal or if such
certificates and/or checks are to be sent to someone other than the person
signing the Letter of Transmittal or to the signer at a different address, the
boxes captioned "Special Payment Instructions" and/or "Special Delivery
Instructions" on this Letter of Transmittal should be completed as applicable
and signatures must be guaranteed as described in Instructions 1 and 6.

10. Irregularities. All questions as to the number of shares to be
accepted and the validity, form, eligibility, including time of receipt, and
acceptance for payment of any tender of shares will be determined by Impac in
its sole discretion, which determinations shall be final and binding on all
parties. Impac reserves the absolute right to reject any or all tenders of
shares it determines not be in proper form or the acceptance of which or payment
for which may, in the opinion of Impac's counsel (including internal counsel),
be unlawful. Impac also reserves the absolute right to waive any of the
conditions of the Offer and any defect or irregularity in the tender of any
particular shares, and Impac's interpretation of the terms of the Offer,
including these instructions, will be final and binding on all parties. No
tender of shares will be deemed to be properly made until all defects and
irregularities have been cured or waived. Unless waived, any defects or
irregularities in connection with tenders must be cured within such time as
Impac shall determine. None of Impac, the Dealer Managers (as defined in the
Offer to Purchase), the Depositary, the Information Agent (as defined in the
Offer to Purchase) or any other person is or will be obligated to give notice of
any defects or irregularities in tenders and none of them will incur any
liability for failure to give any such notice.

11. Questions and Requests for Assistance and Additional Copies. Any
questions or requests for assistance or for additional copies of the Offer to
Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be
directed to the Information Agent at the telephone number and address set forth
on the back cover of this Letter of Transmittal. You may also contact the Dealer
Managers or your broker, dealer, commercial bank or trust company for assistance
concerning the Offer. To confirm delivery of your shares, you are directed to
contact the Depositary.

12. Tax Identification Number and Backup Withholding. Federal income tax
law generally requires that a shareholder whose tendered shares are accepted for
purchase, or such shareholder's assignee, in either case, referred to as the
"payee," provide the Depositary with such payee's correct taxpayer
identification number, which, in the case of a payee who is an individual, is
such payee's social security number. If the Depositary is not provided with the
correct taxpayer identification number or an adequate basis for an exemption,
such payee may be subject to penalties imposed by the Internal Revenue Service
and backup withholding in an amount equal to 31% of the gross proceeds received
under the Offer. If withholding results in an overpayment of taxes, a refund may
be obtained. To prevent backup withholding, each payee must provide such payee's
correct taxpayer identification number by completing the Substitute Form W-9
included herewith, certifying that the taxpayer identification number provided
is correct, or that such payee is awaiting a taxpayer identification number, and
that (i) the payee is exempt from backup withholding, (ii) the payee has not
been notified by the IRS that such payee is subject to backup withholding as a
result of a failure to report all interest or dividends, or (iii) the IRS has
notified the payee that such payee is no longer subject to backup withholding.
If the payee does not have a taxpayer identification number, such payee should
(i) consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for instructions on applying for a taxpayer
identification number, (ii) write "Applied For" in the space provided in Part
1(A) of the Substitute Form W-9 and check the appropriate box in Part 1(B), and
(iii) sign and date the Substitute Form W-9 and the Certificate of Awaiting
Taxpayer Identification
10
<PAGE> 11

Number included herewith. If the payee does not provide such payee's taxpayer
identification number to the Depositary prior to the payment of the purchase for
shares pursuant to the Offer, backup withholding will apply and will reduce the
net amount paid to the selling shareholder. Note that writing "Applied For" on
the Substitute Form W-9 means that the payee has already applied for a taxpayer
identification number or that such payee intends to apply for one in the near
future. If shares are held in more than one name or are not in the name of the
actual owner, consult the W-9 Guidelines for information on which taxpayer
identification number to report. Exempt payees, including, among others, all
corporations and certain foreign individuals, are not subject to backup
withholding and reporting requirements. To prevent possible erroneous backup
withholding, an exempt payee should write "Exempt" in Part 2 of Substitute Form
W-9, and should sign and date the form. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions. In order for a nonresident alien or foreign entity to
qualify as an exempt payee, such person must submit a completed IRS Form W-8
Certificate of Foreign Status or a Substitute Form W-8, signed under penalties
of perjury attesting to such exempt status. Such form may be obtained from the
Depositary.

13. Withholding on Foreign Holder. The following discussion applies to any
"foreign shareholder," that is a shareholder that, for United States federal
income tax purposes, is a non-resident alien individual, a foreign corporation,
a foreign partnership, a foreign estate or a foreign trust. A foreign
shareholder who has provided the necessary certification to the Depositary as
described in Instruction 11 above will not be subject to backup withholding.
However, foreign shareholders generally are subject to withholding under
Internal Revenue Code sections 1441 or 1442 at a rate of 30% of the gross
payments. If a shareholder's address is outside the United States, and if the
Depositary has not received a Substitute Form W-9 or other appropriate
certification of non-foreign status from that shareholder, under current
Treasury Regulations, the Depositary will assume that the shareholder is a
foreign shareholder. The general 30% withholding rate may be reduced under a tax
treaty, if appropriate certification is furnished to the Depositary. A foreign
shareholder may also obtain exemption from withholding by delivering to the
Depositary appropriate certification that the gross proceeds are effectively
connected with the conduct of a trade or business within the United States, or
establishing to the satisfaction of the Depositary that such shareholder meets
those tests described in Section 13 of the Offer to Purchase that would
characterize the exchange as a sale (as opposed to a dividend). A foreign
shareholder may be eligible to obtain a refund of all or a portion of any tax
withheld if such holder is able to establish to the IRS no tax, or a reduced
amount of tax, is due. FOREIGN SHAREHOLDERS ARE URGED TO CONSULT THEIR TAX
ADVISORS REGARDING THE APPLICATION OF UNITED STATES FEDERAL INCOME TAX
WITHHOLDING, INCLUDING ELIGIBILITY FOR A WITHHOLDING TAX REDUCTION OR EXEMPTION,
AND THE REFUND PROCEDURE.

14. Lost, Stolen, Destroyed or Mutilated Certificates. If any certificate
representing shares has been lost, stolen, destroyed or mutilated, the
shareholder should promptly notify the Depositary by checking the box set forth
above in the box captioned "Description of Shares Tendered" and indicating the
number of shares so lost, stolen, destroyed or mutilated. Such shareholder will
then be instructed by the Depositary as to the steps that must be taken in order
to replace the certificate. A bond may be required to be posted by the
shareholder to secure against the risk that the certificate may be subsequently
recirculated. This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost, stolen, destroyed or
mutilated certificates have been followed. Shareholders may contact the
Depositary at (781)575-4816 to expedite such process and to determine the
requirements for posting of a bond.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED PHOTOCOPY OF IT
(TOGETHER WITH CERTIFICATE(S) FOR SHARES OR CONFIRMATION OF BOOK-ENTRY TRANSFER
AND ALL OTHER REQUIRED DOCUMENTS) OR, IF APPLICABLE, THE NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE DEPOSITARY BEFORE THE EXPIRATION DATE.

11
<PAGE> 12

TAXPAYER IDENTIFICATION NUMBER

<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------
PAYOR'S NAME: EQUISERVE TRUST COMPANY, N.A.
- --------------------------------------------------------------------------------------------------------------------------

Name
----------------------------------------------------------------------------------------
Address
SUBSTITUTE
FORM W-9 --------------------------------------------------------------------------------------
(Number and Street)
-----------------------------------------------------------------------------------
(City) (State) (Zip Code)
---------------------------------------------------------------------------------------------
Department of the PART 1(A) -- PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION
Treasury, Internal NUMBER IN THE BOX AT THE RIGHT AND CERTIFY BY SIGNING AND
Revenue Service DATING BELOW. TIN: -----------------------
Social Security Number
or Employer
Identification Number
---------------------------------------------------------------------------------------------

PAYER'S REQUEST FOR PART 1(B) -- PLEASE CHECK THE BOX AT THE RIGHT IF YOU HAVE APPLIED FOR AND ARE AWAITING
TAXPAYER IDENTIFICATION RECEIPT OF YOUR TAXPAYER IDENTIFICATION NUMBER OR INTEND TO APPLY FOR A TAXPAYER
NUMBER AND CERTIFICATION IDENTIFICATION NUMBER IN THE NEAR FUTURE [ ]
-------------------------------------------------------------------------------------------
PART 2 -- FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING PLEASE WRITE "EXEMPT" HERE
(SEE INSTRUCTIONS)--------------------------------------------------------------------
-------------------------------------------------------------------------------------------
PART 3 -- CERTIFICATION. UNDER PENALTIES OF PERJURY, I CERTIFY THAT (1) The number shown on
this form is my correct taxpayer identification number (or I am waiting for a number to be
issued to me), and (2) I am not subject to backup withholding because (A) I am exempt from
backup withholding, or (B) I have not been notified by the Internal Revenue Service that I
am subject to backup withholding as a result of a failure to report all interest or
dividends or (C) the Internal Revenue Service has notified me that I am no longer subject
to backup withholding.
-------------------------------------------------------------------------------------------

SIGNATURE ________________________________________ DATE ________________, 2000
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

You must cross out Item (2) of Part 3 above if you have been notified by
the Internal Revenue Service that you are currently subject to backup
withholding because of underreporting interest or dividends on your tax return.
However, if after being notified by the Internal Revenue Service that you were
subject to backup withholding you received another notification from the
Internal Revenue Service that you are no longer subject to backup withholding,
do not cross out Item (2) of Part 3 above. (Also see certification under
instructions in the enclosed guidelines.)
FAILURE TO COMPLETE AND RETURN THE FORM MAY RESULT IN BACKUP WITHHOLDING OF
31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
Important: This Letter of Transmittal, properly completed and duly
executed, together with certificates representing shares being tendered or
confirmation of book-entry transfer and all other required documents, or a
Notice of Guaranteed Delivery must be received prior to the expiration of the
Offer. SHAREHOLDERS ARE ENCOURAGED TO RETURN A COMPLETED SUBSTITUTE FORM W-9 AS
PART OF THEIR LETTER OF TRANSMITTAL.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 2 OF SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administrative Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number prior to the purchase of my
shares pursuant to the Offer, 31% will be withheld from the purchase price of my
shares.

12
<PAGE> 13

The Information Agent for the Offer is:

CORPORATE INVESTOR COMMUNICATIONS, INC.
111 COMMERCE ROAD
CARLSTADT, NJ 07072
CALL TOLL FREE (877) 977-6199
BANKS AND BROKERS PLEASE CALL (201) 896-1900

The Dealer Managers for the Offer are:

MERRILL LYNCH & CO. PAINEWEBBER INCORPORATED
WORLD FINANCIAL CENTER -- SOUTH TOWER 1285 AVENUE OF THE AMERICAS
NEW YORK, NY 10281-1326 NEW YORK, NY 10019
(212) 236-3790 (CALL COLLECT) (212) 713-8862 (CALL COLLECT)
</TABLE>

<PAGE> 1

EXHIBIT (a)(3)

NOTICE OF GUARANTEED DELIVERY FOR

IMPAC COMMERCIAL HOLDINGS, INC.

OFFER TO PURCHASE FOR CASH UP TO 2,020,367 SHARES OF ITS

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
AT A PURCHASE PRICE OF $5.75 PER SHARE

As set forth in Section 4 of the Offer to Purchase, dated April 24, 2000,
(the "Offer to Purchase"), this Notice of Guaranteed Delivery, or one
substantially in the form hereof, must be used to accept the offer by Impac to
purchase the shares (the "Offer") if:

i. certificates representing shares of Common Stock, par value $0.01
per share, of Impac, a Maryland corporation, are not immediately available
or cannot be delivered to Equiserve Trust Company, N.A. (the "Depositary");
or

ii. the procedure for book-entry transfer cannot be completed on a
timely basis; or

iii. time will not permit all of the required documents to reach the
Depositary before 12:00 Midnight on Friday, May 19, 2000.

This form or a facsimile of it, signed and properly completed, may be
delivered by hand or transmitted by facsimile transmission or mailed to the
Depositary so that it is received by the Depositary before the Expiration Date
as defined in Section 1 of the Offer to Purchase. See Section 4 of the Offer to
Purchase.

The Depositary for the Offer is:

EQUISERVE TRUST COMPANY, N.A.

<TABLE>
<S> <C>
By Mail: Facsimile transmission:
EquiServe Trust Company, N.A. (781) 575-4826
Attn: Corporate Actions (for eligible guarantor institutions only)
P.O. Box 9573 Confirm by telephone:
Boston, MA 02205-9573 (781) 575-4816
By Hand: By overnight delivery or express mail:
EquiServe Trust Company, N.A. Securities Transfer & Reporting Services,
Attn: Corporate Actions Inc.
40 Campanelli Drive c/o EquiServe Trust & Reporting Services,
Braintree, MA 02184 Inc.
100 William Street, Galleria
New York, NY 10038
</TABLE>

Delivery of this Notice of Guaranteed Delivery to an address other than
those shown above or transmission of instructions via a facsimile number other
than the one listed above does not constitute a valid delivery. Deliveries to
Impac, the Dealer Managers (as defined in the Offer to Purchase) or the
Information Agent (as defined in the Offer to Purchase) will not be forwarded to
the Depositary and therefore will not constitute valid delivery. Deliveries to
the Book-Entry Transfer Facility (as defined in the Offer to Purchase) will not
constitute valid delivery to the Depositary.

This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on the Letter of Transmittal is required to be
guaranteed by an "eligible guarantor institution" (as defined in Section 4 of
the Offer to Purchase) under the instructions thereto, such signature must
appear in the applicable space provided in the signature box on the Letter of
Transmittal.
<PAGE> 2

Ladies and Gentlemen:

The undersigned hereby tenders the above described shares, including the
associated preferred stock purchase rights issued under the Rights Agreement,
dated as of October 7, 1998, between Impac and BankBoston N.A., to Impac at a
purchase price of $5.75 per share, net to the seller in cash, without interest,
upon the terms and subject to the conditions set forth in the Offer to Purchase,
and the related Letter of Transmittal, which, as may be amended and supplemented
from time to time, together constitute the "Offer," receipt of which is hereby
acknowledged. Unless the context requires other wise, all references to shares
herein shall include the associated preferred stock purchase rights. No
additional consideration will be paid for the preferred stock purchase rights.

ODD LOTS

To be completed ONLY if shares are being tendered by or on behalf of a
person owning beneficially or of record an aggregate of fewer than 100 shares.

On the date hereof, the undersigned either (check one):

[ ] was the beneficial or record owner of an aggregate of fewer than 100
shares, all of which are being tendered; or

[ ] is a broker, dealer, commercial bank, trust company or other nominee
that:

a. is tendering, for the beneficial owner(s) thereof, shares with respect to
which it is the record holder; and

b. believes, based upon representations made to it by each such beneficial
owner, that each such person was the beneficial owner of an aggregate of
fewer than 100 shares, and is tendering all of such shares.

Certificate No(s) (if available):

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

If shares will be tendered by book-entry transfer, provide the following
information:
Account No.:

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

Name(s)

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

- --------------------------------------------------------------------------------
PLEASE TYPE OR PRINT

Address(es)

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

Area code and telephone number ( )
------------------------------------------------

SIGN HERE:
-------------------------------------------------------------------

Dated: , 2000
--------------------------------------------------------------------------

2
<PAGE> 3

GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a bank, broker, dealer, credit union, savings association
or other entity which is a member in good standing of the securities transfer
agents medal lion program or a bank, broker, dealer, credit union, savings
association or other entity which is an "eligible guarantor institution," as
such term is defined in Rule 17ad-15 under the Securities Exchange Act of 1934,
as amended, each of the foregoing constituting an "eligible guarantor
institution," guarantees the delivery to the Depositary of the shares tendered
hereby, in proper form for transfer, or a confirmation that the shares tendered
hereby have been delivered under the procedure for book-entry transfer set forth
in the offer to purchase into the Depositary's account at the Book-Entry
Transfer Facility, together with a properly completed and duly executed Letter
of Transmittal, or a manually signed facsimile thereof and any other required
documents, all within three American Stock Exchange trading days of the date
hereof.

<TABLE>
<S> <C>
Name of Firm:
-----------------------------------
------------------------------------------
AUTHORIZED SIGNATURE
Address: Name:
- ------------------------------------------ ------------------------------------------
Title:
- ------------------------------------------ ------------------------------------------
Zip Code
Area Code and Dated: --------- , 2000
Telephone Number:
------------------------------
</TABLE>

DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY. SHARE
CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

<PAGE> 1

EXHIBIT (a)(4)

Merrill Lynch & Co.
World Financial Center
South Tower
New York, New York 10281

PaineWebber Incorporated
1285 Avenue of the Americas
New York, New York 10019

IMPAC COMMERCIAL HOLDINGS, INC.

OFFER TO PURCHASE FOR CASH UP TO 2,020,367 SHARES OF ITS
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
AT A PURCHASE PRICE OF $5.75 PER SHARE
THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, MAY 19, 2000, UNLESS THE OFFER IS
EXTENDED.

April 24, 2000

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

Impac Commercial Holdings, Inc., a Maryland corporation, has appointed us
to act as the Dealer Managers in connection with its offer to purchase for cash
2,020,367 shares of its common stock, par value $0.01 per share, including the
associated preferred stock purchase rights issued under the Rights Agreement,
dated as of October 7, 1998, between Impac and BankBoston N.A., at a purchase
price of $5.75 per share, net to the seller in cash, without interest, upon the
terms and subject to the conditions set forth in its Offer to Purchase, dated
April 24, 2000, (the "Offer to Purchase"), and in the related Letter of
Transmittal which, as amended and supplemented from time to time, together
constitute the "Offer." Unless the context requires otherwise, all references
herein to shares shall include the associated preferred stock purchase rights.
No additional consideration will be paid for the preferred stock purchase
rights.

All shares properly tendered at or before the "Expiration Date" (as defined
in Section 1 of the Offer to Purchase), and not properly withdrawn, will be
purchased by Impac, net to the seller in cash, without interest, upon the terms
and subject to the conditions of the Offer, including the Odd Lot and proration
provisions thereof. See Section 1 of the Offer to Purchase. Shares not purchased
because of proration will be returned at Impac's expense to the shareholders who
tendered such shares promptly after the expiration date. Impac reserves the
right, in its sole discretion, to purchase more than 2,020,367 shares under the
Offer, subject to applicable law.

If, at the Expiration Date, more than 2,020,367 shares, or such greater
number of shares as Impac may elect to purchase, are properly tendered and not
withdrawn, Impac will, upon the terms and subject to the conditions of the
Offer, accept shares for purchase first from "Odd Lot Holders" (as defined in
Section 3 of the Offer to Purchase) who properly tender all of their shares on a
pro rata basis from all other shareholders whose shares are properly tendered
and not properly withdrawn.

THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 7 OF
THE OFFER TO PURCHASE.
<PAGE> 2

For your information and for forwarding to your clients for whom you hold
shares registered in your name or in the name of your nominee, we are enclosing
the following documents:

1. Offer to Purchase, dated April 24, 2000;

2. Letter to Clients which may be sent to your clients for whose
accounts you hold shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Offer;

3. Letter of Transmittal for your use and for the information of your
clients (together with accompanying instructions and Substitute Form W-9);

4. Notice of Guaranteed Delivery to be used to accept the Offer if the
share certificates and all other required documents cannot be delivered to
the Depositary before the Expiration Date or if the procedure for
book-entry transfer cannot be completed on a timely basis or time will not
permit all the required documents to reach the Depositary before 12:00
Midnight on Friday, May 19, 2000; and

5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER,
PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, MAY 19, 2000.

No fees or commissions will be payable to brokers, dealers, commercial
banks, trust companies or any person for soliciting tenders of shares under the
Offer other than fees paid to the Dealer Managers and the Information Agent, as
described in the Offer to Purchase. Impac will, however, upon request, reimburse
you for customary mailing and handling expenses incurred by you in forwarding
any of the enclosed materials to the beneficial owners of shares held by you as
a nominee or in a fiduciary capacity. Impac will pay or cause to be paid any
stock transfer taxes applicable to its purchase of shares, except as otherwise
provided in the Offer to Purchase and Letter of Transmittal.

In order to take advantage of the Offer, a properly completed and duly
executed Letter of Transmittal, or a manually signed facsimile thereof,
including any required signature guarantees and any other required documents
should be sent to the Depositary with either a certificate or certificates
representing the tendered shares or confirmation of their book-entry transfer
all in accordance with the instructions set forth in the Letter of Transmittal
and the Offer to Purchase.

Holders of shares whose certificate(s) for such shares are not immediately
available or who cannot deliver such certificate(s) and all other required
documents to the Depositary or who cannot complete the procedures for book-entry
transfer before the Expiration Date must tender their shares according to the
procedure for guaranteed delivery set forth in Section 4 of the Offer to
Purchase.

Any inquiries you may have with respect to the Offer should be addressed to
Corporate Investor Communications, Inc., Merrill Lynch & Co. or PaineWebber
Incorporated, at their respective addresses and telephone numbers set forth on
the back cover page of the Offer to Purchase. Additional copies of the enclosed
material may be obtained from Corporate Investor Communications, Inc., telephone
number: (877) 977-6199.

Very truly yours,

MERRILL LYNCH & CO.
PAINEWEBBER INCORPORATED

ENCLOSURES

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS AN AGENT OF IMPAC, THE DEALER MANAGER, THE INFORMATION AGENT
OR THE DEPOSITARY OR ANY AFFILIATE OF THE FOREGOING, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM
IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE
STATEMENTS CONTAINED THEREIN.

<PAGE> 1

EXHIBIT (A)(5)

IMPAC COMMERCIAL HOLDINGS, INC.

OFFER TO PURCHASE FOR CASH 2,020,367 SHARES OF ITS
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
AT A PURCHASE PRICE OF $5.75 PER SHARE

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, dated April 24,
2000, and the related Letter of Transmittal, which, as amended and supplemented
from time to time, together constitute the "Offer," in connection with the Offer
by Impac Commercial Holdings, Inc., a Maryland corporation, to purchase
2,020,367 shares of its common stock, par value $0.01 per share, including the
associated preferred stock purchase rights issued under the Rights Agreement,
dated as of October 7, 1998, between Impac and BankBoston N.A., at $5.75 per
share (the "Purchase Price"), net to the seller in cash, without interest and
subject to the conditions set forth in the tender offer. Unless the context
requires otherwise, all references herein to shares shall include the associated
preferred stock purchase rights. No additional consideration will be paid for
the preferred stock purchase rights.

All shares properly tendered at or prior to the "Expiration Date" (as
defined in Section 1 of the Offer to Purchase) and not properly withdrawn will
be purchased at the Purchase Price, net to the seller in cash, without interest,
upon the terms and subject to the conditions of the Offer, including the Odd Lot
and proration provisions. Impac will return as promptly as practicable after the
Expiration Date, all shares not purchased because of proration. Impac reserves
the right, in its sole discretion, to purchase more than 2,020,367 shares under
the Offer, subject to applicable law.

If, at the Expiration Date, more than 2,020,367 shares, or such greater
number of shares as Impac may elect to purchase, are properly tendered and not
withdrawn, Impac will, upon the terms and subject to the conditions of the
Offer, accept shares for purchase first from "Odd Lot Holders" (as defined in
Section 3 of the Offer to Purchase) who properly tender their shares and then on
a pro rata basis from all other shareholders whose shares are not properly
withdrawn.

We are the owner of record of shares held for your account. As such, we are
the only ones who can tender your shares, and then only pursuant to your
instructions.

WE ARE SENDING YOU THE LETTER OF TRANSMITTAL FOR YOUR INFORMATION ONLY; YOU
CANNOT USE IT TO TENDER SHARES WE HOLD FOR YOUR ACCOUNT.

Please instruct us as to whether you wish us to tender any or all of the
shares we hold for your account upon the terms and subject to the conditions of
the Offer.

We call your attention to the following:

1. The Offer is not conditioned upon any minimum number of shares
being tendered. The Offer is, however, subject to certain other conditions
set forth in Section 7 of the Offer to Purchase.

2. The Offer, proration period and withdrawal rights will expire at
12:00 Midnight, New York City time, on Friday, May 19, 2000.

3. The Offer is for 2,020,367 shares, constituting approximately 20%
of the fully diluted shares outstanding as of April 20, 2000.

4. Tendering shareholders who are registered shareholders or who
tender their shares directly to EquiServe Trust Company, N.A. will not be
obligated to pay any brokerage commissions or fees, solicitation fees, or,
except as set forth in the Offer to Purchase and the Letter of Transmittal,
stock transfer taxes on Impac's purchase of shares under the Offer.
<PAGE> 2

5. If you owned beneficially or of record an aggregate of fewer than
100 shares, and you instruct us to tender on your behalf all such shares
before the Expiration Date and check the box captioned "Odd Lots" on the
attached Instruction Form, Impac, upon the terms and subject to the
conditions of the Offer, will accept all such shares for purchase before
proration, if any, of the purchase of other shares properly tendered and
not properly withdrawn.

6. The board of directors of Impac has approved the Offer. However,
neither Impac, its board of directors, nor FIC Management, Inc. ("FIC
Management") makes any recommendation to shareholders as to whether to
tender or refrain from tendering their shares or as to the price or prices
at which shareholders may choose to tender their shares. Shareholders must
make their own decision as to whether to tender their shares and, if so,
how many shares to tender and the price or prices at which such shares
should be tendered. Impac's directors and executive officers have advised
Impac that they will not tender any shares in the Offer. Fortress Partners,
L.P. ("Fortress") and the individuals Fortress appointed as executive
officers and directors of Impac have also agreed not to participate in the
Offer.

If you wish to have us tender any or all of your shares, please so instruct
us by completing, executing, detaching and returning to us the attached
Instruction Form. If you authorize us to tender your shares, we will tender all
such shares unless you specify otherwise on the attached Instruction Form.

YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US
TO SUBMIT A TENDER ON YOUR BEHALF BEFORE THE EXPIRATION DATE OF THE OFFER. THE
OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON FRIDAY, MAY 19, 2000.

As described in the Offer to Purchase, if more than 2,020,367 shares, or
such greater number of shares as Impac may elect to purchase, subject to
applicable law, are properly tendered at or below the purchase price and not
properly withdrawn before the expiration date, Impac will accept shares for
purchase at the purchase price in the following order of priority:

(a) all shares properly tendered and not properly withdrawn before the
Expiration Date by any Odd Lot holder who:

(1) tenders all shares owned beneficially or of record by such Odd
Lot holder (partial tenders will not qualify for this preference); and

(2) completes the section captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery;
and

(b) after purchase of all of the foregoing shares, all other shares
properly tendered and not properly withdrawn before the Expiration Date on
a pro rata basis, if necessary, with adjustments to avoid purchases of
fractional shares, as provided in the Offer to Purchase.

The Offer is being made solely under the Offer to Purchase and the related
Letter of Transmittal and is being made to all record holders of shares. The
Offer is not being made to, nor will tenders be accepted from or on behalf of,
holders of shares residing in any jurisdiction in which the making of the Offer
or acceptance thereof would not be in compliance with the securities, blue sky
or other laws of such jurisdiction.

2
<PAGE> 3

INSTRUCTION FORM WITH RESPECT TO
IMPAC COMMERCIAL HOLDINGS, INC.

OFFER TO PURCHASE FOR CASH 2,020,367 SHARES OF ITS
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
AT A PURCHASE PRICE OF $5.75 PER SHARE

The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated April 24, 2000, and the related Letter of Transmittal,
which, as amended and supplemented from time to time, together constitute the
"Offer," in connection with the Offer by Impac Commercial Holdings, Inc., a
Maryland corporation, to purchase 2,020,367 shares of its common stock, par
value $0.01 per share, including the associated preferred stock purchase rights
issued under the Rights Agreement, dated as of October 7, 1998, between Impac
and BankBoston N.A., at $5.75 per share, net to the seller in cash, without
interest and subject to the conditions of the Offer. Unless the context requires
otherwise, all references herein to shares shall include the associated
preferred stock purchase rights. No additional consideration will be paid for
the preferred stock purchase rights.

All shares properly tendered and not properly withdrawn will be purchased
at the purchase price, net to the seller in cash, without interest, upon the
terms and subject to the conditions of the Offer, including the Odd Lot and
proration provisions described in the Offer to Purchase. Impac will return as
promptly as practicable all other shares, not purchased because of proration.

The undersigned hereby instruct(s) you to tender to Impac the number of
shares indicated below or, if no number is indicated, all shares you hold for
the account of the undersigned, under the terms and subject to the conditions of
the Offer.

Aggregate number of shares to be tendered by you for the account of the
undersigned:

________________________ shares*

* UNLESS OTHERWISE INDICATED, ALL OF THE SHARES, INCLUDING THE ASSOCIATED
PREFERRED STOCK PURCHASE RIGHTS, HELD FOR THE ACCOUNT WILL BE TENDERED.

ODD LOTS

[ ] By checking this box, the undersigned represents that the undersigned
owns beneficially or of record an aggregate of fewer than 100 shares
and is instructing the holder to tender all such shares.

THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE
TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.

SIGNATURE BOX

Signature(s)
- --------------------------------------------------------------------------------

Dated
- --------------------------------------------------------------------------------
2000

Name(s) and address(es) (Please Print)

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

Area code and telephone number
- ------------------------------------------------------------------------

Taxpayer Identification or Social Security Number
- -----------------------------------------------------

<PAGE> 1

EXHIBIT (A)(6)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
(SECTION REFERENCES ARE TO THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED.)

GUIDELINES FOR DETERMINING THE PROPER TAXPAYER IDENTIFICATION NUMBER ("TIN") TO
GIVE THE PAYER--Social security numbers ("SSNs") have nine digits separated by
two hyphens: i.e. 000-00-0000. Employer identification numbers ("EINs") have
nine digits separated by only one hyphen: i.e. 00-0000000. The table below will
help determine the number to give the payer.

You must enter your TIN in the appropriate box. If you are a resident alien
and you do not have and are not eligible to get an SSN, your TIN is your IRS
individual taxpayer identification number ("ITIN"). Enter it in the social
security number box. If you do not have an ITIN, see HOW TO GET A TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your
SSN or EIN. However, using your EIN may result in unnecessary notices to the
person requesting your TIN.

<TABLE>
<CAPTION>
- ------------------------------------------------------------
GIVE THE NAME
AND TAXPAYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF:
- ------------------------------------------------------------
<C> <S> <C>
1. Individual The individual
2. Two or more individuals (joint The actual owner of
account) the account or, if
combined funds, the
first individual on
the account(1)
3. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
4. a. The usual revocable savings The grantor-
trust (grantor is also trustee) trustee(1)
b. So-called trust account that is The actual owner(1)
not a legal or valid trust
under state law
5. Sole proprietorship The owner(3)
6. Sole proprietorship The owner(3)
- ------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------
GIVE THE NAME
AND TAXPAYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF:
- ------------------------------------------------------------
<C> <S> <C>
7. A valid trust, estate, or pension Legal entity(4)
trust
8. Corporate The corporation
9. Association, club, religious, The organization
charitable, educational, or other
tax-exempt organization
10. Partnership The partnership
11. A broker or registered nominee The broker or
nominee
12. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a state or
local government, school district,
or prison) that receives
agricultural program payments
- ------------------------------------------------------------
</TABLE>

(1) List above the signature line and circle the name of the person whose number
you furnish.
(2) List minor's name and furnish the minor's social security number.
(3) You must show your individual name, but you may also enter your business or
"doing business as" name. You may use your social security number or
employer identification number.
(4) List the name of the legal trust, estate, or pension trust. (Do not furnish
the TIN of the personal representative or trustee unless the legal entity
itself is not designated in the account title.)

NOTE: If no name above the signature line is listed when more than one name
appears in the registration, the number will be considered to be that of
the first name appearing in the registration.
<PAGE> 2

PURPOSE OF FORM. -- A person who is required to file an information return with
the IRS must get your correct TIN to report, for example, income paid to you,
real estate transactions, mortgage interest you paid, the acquisition or
abandonment of secured property, cancellation of debt, or contributions you made
to an IRA. Use Form W-9 to give your correct TIN to the person requesting your
TIN and, when applicable, (1) to certify the TIN you are giving is correct (or
you are waiting for a number to be issued), (2) to certify you are not subject
to backup withholding, or (3) to claim exemption from backup withholding if you
are an exempt payee.

NOTE: If a requester gives you a form other than a W-9 to request your TIN, you
must use the requester's form if it is substantially similar to Form W-9.

WHAT IS BACKUP WITHHOLDING? -- Persons making certain payments to you must
withhold and pay to the IRS 31% of such payments under certain conditions. This
is called "backup withholding." Payments that could be subject to backup
withholding include interest, dividends, broker and barter exchange
transactions, rents, royalties, nonemployee pay, and certain payments from
fishing boat operators. Real estate transactions are not subject to backup
withholding.

If you give the requester your correct TIN, make the proper certifications, and
report all your taxable interest and dividends on your tax return, payments you
receive will not be subject to backup withholding. Payments you receive will be
subject to backup withholding if:

1. You do not furnish your TIN to the requester, or
2. The IRS tells the requester that you furnished an incorrect TIN, or
3. The IRS tells you that you are subject to backup withholding because you did
not report all your interest and dividends on your tax return (for
reportable interest and dividends only), or
4. You do not certify to the requester that you are not subject to backup
withholding under 3 above (for reportable interest and dividend accounts
opened after 1983 only), or
5. You do not certify your TIN.

Certain payees and payments are exempt from backup withholding and information
reporting. See below.

HOW TO GET A TIN: If you do not have a TIN, apply for one immediately. To apply
for an SSN, get FORM SS-5 from your local Social Security Administration office.
Get FORM W-7 to apply for an ITIN or FORM SS-4 to apply for an EIN. You can get
Forms W-7 and SS-4 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or
from the IRS's Internet Web Site at www.irs.gov.

If you do not have a TIN, check the box titled "Applied For" in the space for
the TIN, sign and date the form, and give it to the requester.

NOTE: Checking the box titled "Applied For" on the form means that you have
already applied for a TIN OR that you intend to apply for one soon.

As soon as you receive your TIN, complete another Form W-9, include your TIN,
sign and date the form, and give it to the requester.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Individuals (including sole proprietors) are NOT exempt from backup withholding.
Corporations are exempt from backup withholding for certain payments, such as
interest and dividends.

If you are exempt from backup withholding, you should still complete this form
to avoid possible erroneous backup withholding. Enter your correct TIN in Part
I, write "Exempt" in Part II, and sign and date the form. If you are a
nonresident alien or a foreign entity not subject to backup withholding, give
the requester a completed FORM W-8, Certificate of Foreign Status.

The following is a list of payees exempt from backup withholding and for which
no information reporting is required. For interest and dividends, all listed
payees are exempt except the payee listed in item (9). For broker transactions,
payees listed in (1) through (13) and a person registered under the Investment
Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject
to reporting under sections 6041 and 6041A are generally exempt from backup
withholding only if made to payees described in items (1) through (7). However,
a corporation (other than certain hospitals or extended care facilities) that
provides medical and health care services or bills and collects payments for
such services is not exempt from backup withholding or information reporting.
Only payees described in items (2) through (6) are exempt from backup
withholding for barter exchange transactions and patronage dividends.

1. An organization exempt from tax under section 501(a), or an IRA, or a
custodial account under section 403(b)(7) if the account satisfies the
requirements of section 401(f)(2). 2. The United States or any of its agencies
or instrumentalities. 3. A state, the District of Columbia, a possession of the
United States, or any of their political subdivisions or instrumentalities. 4. A
foreign government or any of its political subdivisions, agencies, or
instrumentalities. 5. An international organization or any of its agencies or
instrumentalities. 6. A corporation. 7. A foreign central bank of issue. 8. A
dealer in securities or commodities required to register in the United States,
the District of Columbia or a possession of the United States. 9. A futures
commission merchant registered with the Commodity Futures Trading Commission.
10. A real estate investment trust. 11. An entity registered at all times during
the tax year under the Investment Company Act of 1940. 12. A common trust fund
operated by a bank under section 584(a). 13. A financial institution. 14. A
middleman known in the investment community as a nominee or custodian. 15. A
trust exempt from tax under section 664 or described in section 4947.

PAYMENTS EXEMPT FROM BACKUP WITHHOLDING

Payments of dividends and patronage dividends that generally are exempt from
backup withholding include the following:

- Payments to nonresident aliens subject to withholding under section 1441.
- Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident alien partner.

Payments that are not subject to information reporting also are not subject to
backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045,
6049, 6050A, and 6050N, and their regulations.

PRIVACY ACT NOTICE. -- Section 6109 requires you to give your correct TIN to
persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid, the
acquisition or abandonment of secured property, cancellation of debt, or
contributions you made to an IRA. The IRS uses the numbers for identification
purposes and to help verify the accuracy of your tax return. The IRS may also
provide this information to the Department of Justice for civil and criminal
litigation and to cities, states, and the District of Columbia to carry out
their tax laws.

You must provide your TIN whether or not you are required to file a tax return.
Payers must generally withhold 31% of taxable interest, dividend, and certain
other payments to a payee who does not give a TIN to a payer. Certain penalties
may also apply.

PENALTIES

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<PAGE> 1
EXHIBIT (A)(7)

Contact: IMMEDIATE RELEASE
Lilly H. Donohue
Vice President, Fortress
212 798-6118

ICH ANNOUNCES FIRST QUARTER RESULTS AND
$5.75 PER SHARE CASH TENDER OFFER FOR UP TO
2,020,367 SHARES OF ITS COMMON STOCK

NEW YORK, April 24, 2000 - Impac Commercial Holdings, Inc. (the "Company" or
"ICH": AMEX-ICH) today announced net income of $1,392,000, or $0.14 per diluted
common share, for the quarter ended March 31, 2000, compared to a net loss of
$220,000, or $(0.03) per diluted common share, for the quarter ended March 31,
1999. As previously announced, the Company will pay a first quarter cash
dividend of $0.125 per common share, payable on May 3, 2000 to stockholders of
record at the close of business on April 19, 2000.

The Company also announced that its Board of Directors has authorized the
repurchase of up to 2,020,367 shares of its common stock for a cash purchase
price of $5.75 per share, representing approximately 20 percent of the common
shares outstanding, calculated assuming conversion of outstanding preferred
shares. The cash purchase price represents a premium of 19.5 percent over the
April 20, 2000 closing price of $4.8125. The tender offer will only be made
pursuant to offering materials being distributed to stockholders and will
commence on April 24, 2000 and expire at 12:00 Midnight, New York City Time, on
May 19, 2000 (unless extended). Merrill Lynch & Co. and PaineWebber Incorporated
are acting as Dealer-Managers for the tender offer. The Board of Directors is
not making any recommendation to the stockholders as to whether or not they
should tender any shares pursuant to the offer. Members of the Board of
Directors and Executive Officers have agreed not to participate in the tender
offer.

Net income for the first quarter of 2000 was higher than the corresponding
quarter of the previous year as a result of a modification of the Company's
business plan to focus on investments primarily in commercial mortgage-backed
securities ("CMBS"), to temporarily curtail the mortgage conduit operations and
to sell non-strategic assets. During the first quarter of 2000, the Company
substantially completed repositioning its investment portfolio with the
acquisition of approximately $70 million of CMBS.

<PAGE> 2

Wesley Edens, Chief Executive Officer, stated "The repositioning of the
investment portfolio is now substantially complete. Despite the difficult period
associated with the redirection of the Company during 1999, we believe that 2000
will be a profitable year, and that going forward, the Company will be
well-positioned to achieve excellent risk adjusted returns. In addition,
completion of a successful tender offer should further enhance stockholder value
as well as provide immediate liquidity to certain stockholders."

ICH was established in 1997 and was formed to pursue opportunities in the
commercial mortgage sector.

This press release contains "forward-looking statements" (within the meaning of
the Private Securities Litigation Reform Act of 1995) that inherently involve
risks and uncertainties. The Company's actual results and liquidity can differ
materially from those anticipated in these forward-looking statements because of
changes in the level and composition of the Company's investments and unforeseen
factors. As discussed in the Company's filings with the Securities and Exchange
Commission, these factors may include, but are not limited to, changes in
general economic conditions, the availability of suitable investments,
fluctuations in and market expectations for fluctuations in interest rates and
levels of mortgage prepayments, deterioration in credit quality and ratings, the
effectiveness of risk management strategies, the impact of leverage, liquidity
of secondary markets and credit markets, increases in costs and other general
competitive factors.

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