COMPENSATION AND INDEMNIFICATION AGREEMENT

                  This  COMPENSATION AND  INDEMNIFICATION  AGREEMENT is made and
entered into as of the 6th day of May, 1999 (the "Agreement")  among OCWEN ASSET
INVESTMENT  CORP., a Virginia  corporation (the "Company"),  and STUART L. SILPE
and PETER M. SMALL (each, a "Director" and together, the "Directors").

                  WHEREAS,  the  Company's  Board of  Directors,  pursuant  to a
resolution  adopted on May 6th, 1999,  appointed the Directors as the members of
an independent  committee of the Board of Directors of the Company (the "Special
Committee") for the purpose of considering and/or making  recommendations to the
Company's  Board of Directors with respect to a possible  transaction  involving
the Company;

                  WHEREAS,  in order to  induce  the  Directors  to serve as the
members  of  the  Special  Committee  and  to  accept  the  additional   duties,
responsibilities and burdens of such service, the Company wishes to provide them
with the compensation and indemnification arrangements set forth herein; and

                  WHEREAS,  the  Directors  are willing to serve and continue to
serve as the members of the Special Committee on the terms set forth herein;

                  NOW, THEREFORE, in consideration of the foregoing, the parties
hereto do hereby agree as follows:

                  1.  SERVICE ON THE SPECIAL  COMMITTEE.  Each  Director  hereby
agrees to serve as a member of the Special  Committee on the terms  provided for
herein so long as such  appointment  by the Board shall  remain in effect.  Each
Director may, however,  resign from such position at any time and for any reason
and the Special  Committee may dissolve by recommending  such dissolution to the
Board. The Company's  obligation to indemnify each Director as set forth in this
Agreement  shall  continue  in full  force and effect  notwithstanding  any such
termination of appointment, resignation or dissolution.

                  2.  COMPENSATION AND EXPENSE REIMBURSEMENT.  In return for his
services as a member of the Special  Committee,  each Director shall be entitled
to  receive  from the  Company  a fee of  $1,000.00  for each day such  director
performs services as a member of the Special  Committee,  such per day fee is to
be prorated to reflect the actual amount of time spent by such  director  during
such day on such  services.  Such fees  shall be payable  to the  Director  upon
submission  to the  Company's  Chief  Financial  Officer of a written  statement
setting forth the dates on which such services were performed. In addition, each
Director  shall be  reimbursed by the Company for his  reasonable  out-of-pocket
travel and other expenses incurred in connection with his service on the Special
Committee,  in a manner consistent with the Company's  reimbursement of expenses
for members of its Board of Directors.

                  3.  INDEMNITY.  The Company hereby agrees to hold harmless and
indemnify  each  Director  with  respect to his  service  as a  director  of the
Company, including without limitation with respect to his service on the Special
Committee  and any  matter or  transaction  presented  to or  considered  by the
Special  Committee or the Board of Directors,  to the full extent  authorized or

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permitted by law, as such may be amended from time to time,  by the Restated and
Amended Articles of Incorporation of the Company (the  "Articles"),  as such may
be amended from time to time,  and by the Bylaws of the Company (the  "Bylaws"),
as such may be  amended  from  time to time.  In  furtherance  of the  foregoing
indemnification, and without limiting the generality thereof:

                      (a)  PROCEEDINGS AGAINST THE DIRECTOR. Each Director shall
be entitled to the rights of  indemnification  provided in this Section 3(a) if,
by  reason  of his  Corporate  Status  (as  hereinafter  defined),  he is, or is
threatened  to be  made,  a  party  to or  participant  in  any  Proceeding  (as
hereinafter  defined).  Pursuant to this Section 3(a),  each  Director  shall be
indemnified against all judgments,  penalties,  fines,  settlements and Expenses
(as hereinafter defined) actually incurred by him or on his behalf in connection
with such Proceeding, unless it is finally judicially established that:

                              (A)   (i) his act or omission  was material to the
                  matter giving rise to the  Proceeding;  and (ii) either (x) in
                  the case of conduct in his official capacity with the Company,
                  he did not believe that his conduct was in the best  interests
                  of the  Company,  and in all  other  proceedings,  he did  not
                  believe that his conduct was not opposed to the best interests
                  of the  Company  or (y) he failed to  conduct  himself in good
                  faith; or

                              (B)   (i) in the case of a Proceeding by or in the
                  right of the Company,  he is liable to the Company, or (ii) in
                  the case of a Proceeding  other than by or in the right of the
                  Company in which it is charged  that he  received  an improper
                  personal  benefit,  he is liable to the  Company  on the basis
                  that he  actually  received an  improper  personal  benefit in
                  money, property or services; or

                              (C)   in the case of any criminal  Proceeding,  he
                  had  reasonable  cause to believe that the act or omission was
                  unlawful.

                      (b)  INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY
OR PARTLY SUCCESSFUL.  Notwithstanding any other provision of this Agreement, to
the extent that a Director is, by reason of his Corporate Status, a party to and
is  successful,  on the  merits or  otherwise,  in any  Proceeding,  he shall be
indemnified to the maximum extent permitted by law against all Expenses incurred
by him or on his behalf in connection with such Proceeding. If a Director is not
wholly  successful  in such  Proceeding  but is  successful,  on the  merits  or
otherwise, as to one or more but less than all claims, issues or matters in such
Proceeding,  the Company  shall  indemnify  such  Director  against all Expenses
incurred by him or on his behalf in connection with each  successfully  resolved
claim, issue or matter. For purposes of this Section and without limitation, the
termination  of any claim,  issue or matter in such a Proceeding  by  dismissal,
with or without prejudice,  shall be deemed to be a successful result as to such
claim, issue or matter.

                  4.  ADDITIONAL  INDEMNITY.  In addition to, and without regard
to any  limitations  on,  the  indemnification  provided  for in  Section 3, the
Company shall and hereby does indemnify and hold harmless each Director  against
all judgments,  penalties,  fines, settlements and Expenses actually incurred by
him or on his  behalf  if,  by  reason  of his  Corporate  Status  he is,  or is
threatened to be made, a party to or participant in any Proceeding  (including a
Proceeding by or in the right of the Company).  The only  limitation  that shall
exist upon the Company's  obligations  pursuant to this Agreement  shall be that

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<PAGE>


the Company  shall not be  obligated  to make any payment to a Director  that is
finally determined (under the procedures,  and subject to the presumptions,  set
forth in  Sections  8 and 9 hereof)  to be  unlawful  under  Virginia  law or be
prohibited  by the  Articles or Bylaws as they exist at the time of execution of
this  Agreement;  provided,  however,  that if such  Indemnity or advancement of
Expenses is  prohibited  by the Articles and Bylaws as they exist at the time of
this  Agreement  but  permitted  by the Articles and Bylaws as they exist at the
time that such  Indemnity  or  advancement  of  Expenses  is  sought,  then such
Indemnity or advancement of Expenses shall be permitted.

                  5.  CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.  (a) Whether
or not the indemnification  provided in Sections 3 and 4 hereof is available, in
respect of any threatened,  pending or completed Proceeding in which the Company
is jointly liable with any Director (or would be if joined in such  Proceeding),
the Company shall pay, in the first instance,  the entire amount of any judgment
or settlement of such Proceeding  without  requiring such Director to contribute
to such  payment and the Company  hereby  waives and  relinquishes  any right of
contribution it may have against such Director. The Company shall not enter into
any  settlement of any  Proceeding in which the Company is jointly liable with a
Director  (or would be if  joined in such  Proceeding)  unless  such  settlement
provides  for a full and final  release  of all  claims  asserted  against  such
Director.

                  (b) Without  diminishing  or impairing the  obligations of the
Company set forth in the preceding subparagraph,  if, for any reason, a Director
shall  elect  or be  required  to pay  all or any  portion  of any  judgment  or
settlement  in any  threatened,  pending or  completed  Proceeding  in which the
Company  is jointly  liable  with such  Director  (or would be if joined in such
Proceeding), the Company shall contribute to the amount of Expenses,  judgments,
fines and amounts paid in  settlement  actually  incurred and paid or payable by
such Director in proportion to the relative benefits received by the Company and
all officers,  directors or employees of the Company  (other than such Director)
who are jointly liable with him (or would be if joined in such  Proceeding),  on
the one hand, and the Director,  on the other hand,  from the  transaction  from
which such Proceeding arose;  PROVIDED,  HOWEVER, that the proportion determined
on the basis of relative benefit may, to the extent necessary to conform to law,
be further  adjusted by reference  to the relative  fault of the Company and all
officers,  directors or employees of the Company  (other than such Director) who
are jointly liable with the Director (or would be if joined in such Proceeding),
on the one hand,  and the Director,  on the other hand,  in connection  with the
events that resulted in such Expenses,  judgments,  fines or settlement amounts,
as well as any other  equitable  considerations  which the law may require to be
considered.  The relative  fault of the Company and all  officers,  directors or
employees of the Company  (other than the Director) who are jointly  liable with
him (or  would  be if  joined  in such  Proceeding),  on the one  hand,  and the
Director,  on the other hand,  shall be  determined by reference to, among other
things,  the degree to which  their  actions  were  motivated  by intent to gain
personal profit or advantage,  the degree to which their liability is primary or
secondary, and the degree to which their conduct is active or passive.

                  (c) The Company hereby agrees to fully indemnify and hold each
Director  harmless  from any  claims of  contribution  which may be  brought  by
officers,  directors or employees of the Company who may be jointly  liable with
such Director.

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<PAGE>


                  6.  INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding
any other  provision  of this  Agreement,  to the extent that a Director  is, by
reason of his  Corporate  Status,  a witness  in any  Proceeding  to which  such
Director  is not a party or  participant,  he shall be  indemnified  against all
Expenses incurred by him or on his behalf in connection therewith.

                  7.  ADVANCEMENT   OF  EXPENSES.   Notwithstanding   any  other
provision of this Agreement,  the Company shall advance all Expenses incurred by
or on behalf of a Director in connection  with any  Proceeding by reason of such
Director's  Corporate Status within ten days after the receipt by the Company of
a statement or statements from such Director requesting such advance or advances
from  time  to  time,  whether  prior  to or  after  final  disposition  of such
Proceeding.  Such statement or statements shall reasonably evidence the Expenses
incurred by the Director and shall  include or be preceded or  accompanied  by a
written  affirmation by such Director of his good faith belief that the standard
of conduct  necessary  for  indemnification  by the  Company  has been met and a
written  undertaking  by or on behalf  of such  Director  to repay any  Expenses
advanced  if it shall  ultimately  be  finally  judicially  determined  that the
applicable  standard  of conduct  has not been met.  Any  undertakings  to repay
pursuant to this Section 7 shall be unlimited,  unsecured general obligations of
the Director and shall be interest free; any advances pursuant to this Section 7
shall be  unsecured  and  interest  free.  Notwithstanding  the  foregoing,  the
obligation of the Company to advance  Expenses  pursuant to this Section 7 shall
be subject to the  condition  that,  if, when and to the extent that the Company
determines  that a  Director  would not be  permitted  to be  indemnified  under
applicable  law, the Company shall be entitled to be  reimbursed,  within thirty
(30) days of such  determination,  by him for all such amounts theretofore paid;
PROVIDED,  HOWEVER,  that if such Director has commenced or thereafter commences
legal proceedings in a court of competent jurisdiction to secure a determination
that he should be indemnified  under applicable law, any  determination  made by
the Company that such Director  would not be permitted to be  indemnified  under
applicable  law shall not be binding and such Director  shall not be required to
reimburse  the  Company  for any  advance  of  Expenses  until a final  judicial
determination is made with respect thereto.

                  8.  PROCEDURES   AND   PRESUMPTIONS   FOR   DETERMINATION   OF
ENTITLEMENT TO INDEMNIFICATION. It is the intent of this Agreement to secure for
each  Director  rights of  indemnity  that are as  favorable as may be permitted
under  the law and  public  policy of the State of  Virginia.  Accordingly,  the
parties agree that the following  procedures and presumptions shall apply in the
event of any  question as to whether a Director  is entitled to  indemnification
under this Agreement:

                      (a)  To obtain indemnification (including, but not limited
to, the  advancement  of Expenses and  contribution  by the Company)  under this
Agreement,  a Director shall submit to the Company a written request,  including
therein  or  therewith  such  documentation  and  information  as is  reasonably
available to such Director and is reasonably  necessary to determine whether and
to what extent a Director is entitled to  indemnification.  The Secretary of the
Company  shall,  promptly  upon  receipt of such a request for  indemnification,
advise  the Board of  Directors  in writing  that such  Director  has  requested
indemnification.

                      (b)  Upon    written    request   by   a   Director    for
indemnification  pursuant  to the first  sentence  of  Section  8(a)  hereof,  a
determination,  if required by  applicable  law,  with  respect to a  Director's
entitlement  thereto  shall be made in the specific case by one of the following
three methods, which shall be at the election of such Director: (1) by the Board
of  Directors by a majority  vote of a quorum  consisting  of the  Disinterested

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<PAGE>


Directors, or, if such a quorum cannot be obtained, then by a majority vote of a
committee  of  the  Board  of  Directors   consisting  solely  of  two  or  more
Disinterested  Directors duly designated to act in the matter by a majority vote
of the full Board of  Directors  in which the  Directors  who are  parties to or
participants in the Proceeding may participate,  or (2) by Special  Counsel,  or
(3) by vote of the stockholders of the Company in which shares held by Directors
who are parties to or participants in the Proceeding may not be voted.

                      (c)  If    the    determination    of    entitlement    to
indemnification  is to be made by  Special  Counsel  pursuant  to  Section  8(b)
hereof,  the Special Counsel shall be selected as provided in this Section 8(c).
The Special  Counsel  shall be selected by the Board of  Directors by a majority
vote of a quorum consisting of the Disinterested Directors, or, if such a quorum
cannot be  obtained,  then by a  majority  vote of a  committee  of the Board of
Directors  consisting  solely  of  two  or  more  Disinterested  Directors  duly
designated  to act in the  matter  by a  majority  vote  of the  full  Board  of
Directors  in which the  Directors  who are  parties to or  participants  in the
Proceeding  may  participate,  or, if the requisite  quorum of the full Board of
Directors  cannot be obtained  therefor and the committee cannot be established,
by a majority vote of the full Board of Directors in which the Directors who are
parties to or participants in the Proceeding may participate.  The Company shall
pay any and all reasonable fees and expenses of Special Counsel incurred by such
Special Counsel in connection  with acting pursuant to Section 8(b) hereof,  and
the  Company  shall  pay  all  reasonable  fees  and  expenses  incident  to the
procedures of this Section 8(c),  regardless of the manner in which such Special
Counsel was selected or APPOINTED.  Notwithstanding the foregoing,  in the event
there  has  been a change  in the  composition  of a  majority  of the  Board of
Directors  after the date of the alleged act or omission  with  respect to which
indemnification  is  claimed,   any  determination  as  to  indemnification  and
advancement  of  expenses  with  respect to any claim for  indemnification  made
pursuant to this Article  shall be made only by Special  Counsel  agreed upon by
the Board of Directors  and the  applicant.  If the Board of  Directors  and the
applicant  are  unable to agree upon such  special  legal  counsel  the Board of
Directors and the applicant each shall select a nominee,  and the nominees shall
select such Special Counsel.

                      (d)  In making a determination with respect to entitlement
to  indemnification  hereunder,  the  person or persons  or entity  making  such
determination  shall presume  (unless there is clear and convincing  evidence to
the  contrary)  that a  Director  is  entitled  to  indemnification  under  this
Agreement  if such  Director  has  submitted  a request for  indemnification  in
accordance with Section 8(a) of this Agreement.

                      (e)  A Director's  act or omission  shall not be deemed to
be material to the matter  giving rise to the  Proceeding if his act or omission
was not a significant and  substantial  factor in bringing about the Proceeding,
and a Director  shall not be deemed to have  failed to  conduct  himself in good
faith if such  Director's  action is based on the records or books of account of
the Company,  including financial statements, or on information supplied to such
Director by the  officers of the Company in the course of their  duties whom the
Director  believes in good faith to be reliable and competent,  or on the advice
of legal  counsel for the Company or the Special  Committee  which the  Director
believes in good faith to be within the  professional  or expert  competence  of
such counsel,  or on information or records given or reports made to the Company
or the Special  Committee by an independent  certified public  accountant,  by a

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financial  advisor or by an appraiser or other expert  selected with  reasonable
care by the Company or the Special Committee.  In addition, the knowledge and/or
actions, or failure to act, of any director,  officer,  agent or employee of the
Company shall not be imputed to a Director for purposes of determining the right
to indemnification under this Agreement. Whether or not the foregoing provisions
of this Section 8(e) are  satisfied,  it shall in any event be presumed  (unless
there is clear and  convincing  evidence to the contrary)  that each  Director's
acts or  omissions  have not been  material  to the  matter  giving  rise to the
Proceeding,  that each  Director has  conducted  himself in good faith,  and the
Director  did not receive an  improper  personal  benefit in money,  property or
services.

                      (f)  The Company  acknowledges  that a settlement or other
disposition  short of final  judgment may be successful if it permits a party to
avoid expense, delay, distraction, disruption and uncertainty. In the event that
any  Proceeding  to which a Director is a party is resolved in any manner  other
than by a final  adverse  judgment  against such  Director  (including,  without
limitation,  settlement of such  Proceeding  with or without payment of money or
other  consideration) it shall be presumed (unless there is clear and convincing
evidence to the contrary)  that such Director has been  successful on the merits
or otherwise in such Proceeding;  provided,  however,  that such settlement will
not be entered into  without the prior  consent of the Board of Directors of the
Company  by a  majority  vote  of  a  quorum  consisting  of  the  Disinterested
Directors, or, if such a quorum cannot be obtained, then by a majority vote of a
committee  of  the  Board  of  Directors   consisting  solely  of  two  or  more
Disinterested  Directors duly designated to act in the matter by a majority vote
of the full Board of  Directors  in which the  Directors  who are  parties to or
participants in the Proceeding may  participate,  or, if the requisite quorum of
the full Board of Directors cannot be obtained therefor and the committee cannot
be  established,  by a majority vote of the full Board of Directors in which the
Directors who are parties to or participants in the Proceeding may participate.

                      (g)  Each  Director  shall   cooperate  with  the  person,
persons or entity  making such  determination  with  respect to such  Director's
entitlement to indemnification,  including providing to such person,  persons or
entity upon reasonable advance request any documentation or information which is
not privileged or otherwise  protected  from  disclosure and which is reasonably
available to such Director and reasonably  necessary to such determination.  Any
Special Counsel, member of the Board of Directors, or stockholder of the Company
shall  act  reasonably  and in good  faith in making a  determination  under the
Agreement of a Director's entitlement to indemnification.  Any costs or expenses
(including  attorneys'  fees and  disbursements)  incurred  by a Director  in so
cooperating with the person,  persons or entity making such determination  shall
be borne by the Company (irrespective of the determination as to such Director's
entitlement to indemnification) and the Company hereby indemnifies and agrees to
hold each Director harmless therefrom.

                      (h)  The authorization of indemnification shall be made in
the same manner  enumerated  in Section  8(b) hereof as the  determination  of a
Director's  entitlement  to  indemnification;  PROVIDED,  HOWEVER,  that  if the
determination  of  entitlement  to  indemnification  is made by Special  Counsel
pursuant to Section 8(b)(2) hereof, the authorization of  indemnification  shall
be made by the Board of Directors by a majority  vote of a quorum  consisting of
the Disinterested  Directors, or, if such a quorum cannot be obtained, then by a
majority vote of a committee of the Board of Directors  consisting solely of two

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or more  Disinterested  Directors  duly  designated  to act in the  matter  by a
majority  vote of the full Board of  Directors  in which the  Directors  who are
parties  to or  participants  in the  Proceeding  may  participate,  or,  if the
requisite quorum of the full Board of Directors cannot be obtained  therefor and
the  committee  cannot be  established,  by a majority vote of the full Board of
Directors  in which the  Directors  who are  parties to or  participants  in the
Proceeding may participate.

                  9.  REMEDIES.

                      (a)  In  the  event  that  (i)  a  determination  is  made
pursuant  to Section 8 of this  Agreement  that a Director  is not  entitled  to
indemnification  under this Agreement,  (ii) a Director determines to seek court
ordered  indemnification  pursuant to Section  13.1-700.1 of the Virginia  Stock
Corporation  Act,  (iii)  advancement of Expenses is not timely made pursuant to
Section  7  of  this  Agreement,   (iv)  no   determination  of  entitlement  to
indemnification  shall have been made pursuant to Section 8(b) of this Agreement
within 90 days after receipt by the Company of the request for  indemnification,
(v) payment of indemnification is not made pursuant to this Agreement within ten
(10) days after receipt by the Company of a written  request  therefor,  or (vi)
payment  of   indemnification   is  not  made  within  ten  (10)  days  after  a
determination  has been made that a Director is entitled to  indemnification  or
such  determination  is deemed to have been made  pursuant  to Section 8 of this
Agreement,  such Director shall be entitled to an adjudication in an appropriate
court of the  Commonwealth  of  Virginia,  or in any  other  court of  competent
jurisdiction, of his entitlement to such indemnification.  The Company shall not
oppose a Director's right to seek any such adjudication;  provided, however that
in the circumstances described in subsections (i) and (ii) hereof, this sentence
shall not  operate  to  prevent  the  Company  from  contesting  the  Director's
substantive right to be indemnified.

                      (b)  In the event  that a  determination  shall  have been
made pursuant to Section 8(b) of this  Agreement that a Director is not entitled
to indemnification, any judicial proceeding commenced pursuant to this Section 9
shall be conducted  in all  respects as a de novo trial,  on the merits and such
Director shall not be prejudiced by reason of that adverse determination.

                      (c)  If a  determination  shall have been made pursuant to
Section 8(b) of this Agreement  that a Director is entitled to  indemnification,
the Company  shall be bound by such  determination  in any  judicial  proceeding
commenced   pursuant  to  this   Section  9,  absent  a   prohibition   of  such
indemnification under applicable law.

                      (d)  In  the  event  that a  Director,  pursuant  to  this
Section 9,  seeks a judicial  adjudication  of his rights  under,  or to recover
damages for breach of, or otherwise  to enforce the terms of, this  Agreement or
the Articles or Virginia law with respect to  indemnification  or advancement of
Expenses,  or to recover under any directors' and officers'  liability insurance
policies  maintained  by the Company,  the Company  shall pay on his behalf,  in
advance,  any and all expenses  (of the types  described  in the  definition  of
Expenses  in  Section 15 of this  Agreement)  incurred  by him in such  judicial
adjudication, regardless of whether such Director ultimately is determined to be
entitled to such indemnification, advancement of expenses or insurance recovery.

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<PAGE>


                      (e)  The Company shall be precluded  from asserting in any
judicial proceeding commenced pursuant to this Section 9 that the procedures and
presumptions of this Agreement are not valid,  binding and enforceable and shall
stipulate in any such court that the Company is bound by all the  provisions  of
this Agreement.

                  10. NON-EXCLUSIVITY;    SURVIVAL    OF   RIGHTS;    INSURANCE;
SUBROGATION.

                      (a)  The rights of  indemnification  as  provided  by this
Agreement shall not be deemed  exclusive of any other rights to which a Director
may at any time be entitled under  applicable law, the Articles,  the Bylaws,  a
resolution  of  stockholders  or  directors,   an  agreement  or  otherwise.  No
amendment,  alteration or repeal of this  Agreement or of any  provision  hereof
shall  limit or  restrict  any right of any  Director  under this  Agreement  in
respect of any action taken or omitted by such Director in his Corporate  Status
prior to such  amendment,  alteration or repeal.  To the extent that a change in
the law, whether by statute or judicial decision, or a change in the Articles or
Bylaws,  permits greater  indemnification than would be afforded currently under
the  Articles  and Bylaws and this  Agreement,  it is the intent of the  parties
hereto that each Director shall enjoy by this Agreement the greater  benefits so
afforded by such change.  No right or remedy herein  conferred is intended to be
exclusive  of any other right or remedy,  and every other right and remedy shall
be cumulative and in addition to every other right and remedy given hereunder or
now or hereafter  existing at law or in equity or  otherwise.  The  assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other right or remedy.

                      (b)  To the extent that the Company, directly or through a
subsidiary or an affiliate,  maintains an insurance policy or policies providing
liability  insurance  (or  similar  protection,  including,  to the  extent  not
inconsistent  with  applicable  law, a trust fund,  letter of credit,  or surety
bond) for  directors,  officers,  employees,  or agents  or  fiduciaries  of the
Company or directors,  officers,  partners,  trustees,  employees,  or agents or
fiduciaries of any other corporation,  partnership,  joint venture, trust, other
enterprise or employee benefit plan which  directors,  officers,  employees,  or
agents or fiduciaries  of the Company serve at the request of the Company,  each
Director  shall be covered by such policy or policies in accordance  with its or
their  terms  to the  maximum  extent  of the  coverage  available  for any such
director, officer, employee or agent under such policy or policies.

                      (c)  In the event of any payment under this Agreement, the
Company  shall be  subrogated to the extent of such payment to all of the rights
of recovery of a Director,  who shall  execute all papers  required and take all
action necessary to secure such rights, including execution of such documents as
are necessary to enable the Company to bring suit to enforce such rights.

                      (d)  The Company shall not be liable under this  Agreement
to make any payment of amounts otherwise  indemnifiable  hereunder if and to the
extent that a Director has  otherwise  actually  received such payment under any
insurance policy, contract, agreement or otherwise.

                                       8
<PAGE>


                      (e)  The Company  shall at all times  maintain a directors
indemnity  insurance policy insuring the Directors with aggregate coverage (both
as to dollar limits of coverage,  and as to the subject matter insured  against)
not less  than  that in effect  at the time of this  Agreement.  Such  indemnity
insurance  policy shall be  maintained in force for not less than six years from
the date of consummation or abandonment of the transaction or transactions which
the Special Committee was appointed to consider or does consider. If at any time
during the period  commencing  on the date of renewal of the policy in effect on
the date of  execution  of this  Agreement  and  ending at the end of such sixth
year,  such coverage is not reasonably  available in the insurance  market,  the
Company  shall  be  obligated  to  purchase  for the  Directors  such  directors
indemnity insurance insuring only the Directors as it is able to purchase for an
annual premium equal to twice the annual  insurance  premium paid by the Company
for directors  indemnity  insurance  during the year 1999,  provided that in the
sixth  year  the  Company  shall  not be  obligated  to pay a  premium  for such
insurance in excess of the premium paid in the fifth year.

                  11. EXCEPTION TO RIGHT OF INDEMNIFICATION. Notwithstanding any
other  provision  of  this  Agreement,  a  Director  shall  not be  entitled  to
indemnification  under this Agreement with respect to any Proceeding  brought by
him against the Company, either in his own right or in the right of the Company,
or any claim in such  Proceeding,  unless (a) the bringing of such Proceeding or
making of such  claim  shall  have  been  approved  unanimously  by the Board of
Directors or (b) such Proceeding is being brought by such Director to assert his
rights under this Agreement.

                  12. DURATION OF AGREEMENT.  All agreements and  obligations of
the Company  contained  herein  shall  continue  during the period a Director is
serving as a member of the Special Committee or as an officer or director of the
Company  (or is or was  serving  at the  request of the  Company as a  director,
officer,   partner,   trustee,   employee  or  agent  or  fiduciary  of  another
corporation,  partnership,  joint venture,  trust,  other enterprise or employee
benefit plan) and shall  continue  thereafter so long as such Director  shall be
subject to any Proceeding (or any proceeding  commenced  under Section 8 hereof)
by reason of his Corporate Status, whether or not he is acting or serving in any
such  capacity  at the time any  liability  or  expense  is  incurred  for which
indemnification  can be provided under this  Agreement.  This Agreement shall be
binding  upon and inure to the  benefit  of and be  enforceable  by the  parties
hereto  and their  respective  successors  (including  any  direct  or  indirect
successor  by   purchase,   merger,   consolidation   or  otherwise  to  all  or
substantially all of the business or assets of the Company),  assigns,  spouses,
heirs,  executors and personal and legal  representatives.  This Agreement shall
continue  in effect  regardless  of whether a Director  continues  to serve as a
member of the Special  Committee  or as an officer or director of the Company or
any other enterprise at the Company's request.

                  13. SECURITY.  To  the  extent  requested  by a  Director  and
approved by the Board of Directors, the Company may at any time and from time to
time provide  security to a Director  for the  Company's  obligations  hereunder
through an irrevocable  bank line of credit,  funded trust or other  collateral.
Any such security,  once provided to a Director,  may not be revoked or released
without the prior written consent of such Director.

                  14. ENFORCEMENT. (a) The Company expressly confirms and agrees
that it has entered into this Agreement and assumed the  obligations  imposed on
it hereby in order to induce the  Director  to serve as a member of the  Special

                                       9
<PAGE>


Committee,  and the Company acknowledges that such Director is relying upon this
Agreement in serving as a member of the Special Committee.

                  (b) This Agreement  constitutes the entire  agreement  between
the parties  hereto with respect to the subject matter hereof and supersedes all
prior  agreements and  understandings,  oral,  written and implied,  between the
parties hereto with respect to the subject matter hereof.

                  15. DEFINITIONS. For purposes of this Agreement:

                  (a) "Corporate Status" describes the status of a person who is
or was a director  of the Company or a member of the  Special  Committee  or was
otherwise a director, officer, partner, trustee, employee, agent or fiduciary of
any other corporation,  partnership, joint venture, trust, employee benefit plan
or other  enterprise  of which  such  person is or was  serving  at the  express
written request of the Company.

                  (b) "Disinterested  Director"  means a director of the Company
who is not at the relevant  time a party to the  Proceeding  in respect of which
indemnification is sought by a Director.

                  (c) "Expenses" shall include all attorneys'  fees,  retainers,
court costs,  transcript costs, fees of experts,  witness fees, travel expenses,
duplicating  costs,  printing and binding  costs,  telephone  charges,  postage,
delivery  service  fees,  and all other  disbursements  or expenses of the types
customarily  incurred in connection with  prosecuting,  defending,  preparing to
prosecute or defend, investigating, participating, or being or preparing to be a
witness in a Proceeding.

                  (d) "Special  Counsel"  means a law firm, or a member of a law
firm,  that is experienced in matters of corporation  law and neither  presently
is, nor in the past five years has been, retained to represent:  (i) the Company
or any  Director in any matter  material  to either such party  (other than with
respect to matters  concerning any such Director under this Agreement),  or (ii)
any other party to the  Proceeding  giving  rise to a claim for  indemnification
hereunder.  Notwithstanding the foregoing,  the term "Special Counsel" shall not
include any person who, under the applicable  standards of professional  conduct
then  prevailing,  would have a conflict of interest in representing  either the
Company or any Director in an action to determine such  Director's  rights under
this  Agreement.  The Company agrees to pay the  reasonable  fees of the Special
Counsel  referred to above and to fully  indemnify such counsel  against any and
all Expenses, claims, liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto.

                  (e) "Proceeding" includes any threatened, pending or completed
action,   suit,    arbitration,    alternate   dispute   resolution   mechanism,
investigation,  inquiry,  administrative hearing or any other actual, threatened
or completed  proceeding,  whether  brought by or in the right of the Company or
otherwise and whether civil, criminal, administrative or investigative, in which
a Director was, is or will be involved as a party or otherwise, by reason of the
fact that such Director is or was a member of the Special  Committee or a member
of any  committee of the Board of  Directors  or a director of the  Company,  by
reason of any action taken by him or of any inaction on his part while acting as

                                       10
<PAGE>


a member of the Special  Committee or as a member of any  committee of the Board
of Directors  or as a director of the Company,  or by reason of the fact that he
is or was serving at the request of the Company as a director, officer, employee
or agent of another  corporation,  partnership,  joint  venture,  trust or other
enterprise;  in each case  whether  or not he is acting or  serving  in any such
capacity  at  the  time  any   liability   or  expense  is  incurred  for  which
indemnification  can  be  provided  under  this  Agreement;  and  excluding  one
initiated by a Director  pursuant to Section 8 of this  Agreement to enforce his
rights under this Agreement.

                  16. SEVERABILITY.  If any  provision  or  provisions  of  this
Agreement  shall be held by a court of  competent  jurisdiction  to be  invalid,
void,  illegal or otherwise  unenforceable  for any reason  whatsoever:  (a) the
validity,  legality  and  enforceability  of the  remaining  provisions  of this
Agreement  (including,  without limitation,  each portion of any section of this
Agreement  containing  any  such  provision  held  to  be  invalid,  illegal  or
unenforceable,  that is not itself invalid,  illegal or unenforceable) shall not
in any way be affected or impaired  thereby and shall remain  enforceable to the
fullest  extent  permitted by law; and (b) to the fullest extent  possible,  the
provisions of this Agreement (including, without limitation, each portion of any
section of this  Agreement  containing  any such  provision  held to be invalid,
illegal or unenforceable,  that is not itself invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested thereby.

                  17. MODIFICATION  AND  WAIVER.  No  supplement,  modification,
termination or amendment of this Agreement  shall be binding unless  executed in
writing  by the  parties  hereto.  No  waiver of any of the  provisions  of this
Agreement shall be deemed or shall  constitute a waiver of any other  provisions
hereof  (whether or not similar)  nor shall such waiver  constitute a continuing
waiver.

                  18. NOTICE BY  DIRECTORS.  Each  Director  agrees  promptly to
notify the  Company in writing  upon being  served with any  summons,  citation,
subpoena, complaint,  indictment,  information or other document relating to any
Proceeding or matter which may be subject to indemnification  covered hereunder.
The  failure to so notify  the  Company  shall not  relieve  the  Company of any
obligation which it may have to such Director under this Agreement or otherwise.

                  19. NOTICES.   All  notices,   requests,   demands  and  other
communications  hereunder  shall be in writing  and shall be deemed to have been
duly  given if (i)  delivered  by and  receipted  for by the  party to whom said
notice or other  communication  shall have been  directed  or if (ii)  mailed by
certified or registered  mail with postage  prepaid,  on the third  business day
after the date on which it is so mailed:

                      (a)  If to Mr. Silpe, to:

                           Stuart L. Silpe
                           C/O David H. Pankey, Esq.
                           McGuire Woods Battle & Boothe LLP
                           Washington Square
                           1050 Connecticut Avenue, NW
                           Suite 1200
                           Washington, DC 20036

                                       11
<PAGE>


                           with a copy to:

                           David H. Pankey, Esq.
                           McGuire Woods Battle & Boothe LLP
                           Washington Square
                           1050 Connecticut Avenue, NW
                           Suite 1200
                           Washington, DC 20036


                      (b)  If to Mr. Small, to:

                           Peter M. Small
                           Spaulding and Slye Company
                           1 Main Street
                           Concord, MA 01742

                           with a copy to:

                           David H. Pankey, Esq.
                           McGuire Woods Battle & Boothe LLP
                           Washington Square
                           1050 Connecticut Avenue, NW
                           Suite 1200
                           Washington, DC 200036

                      (c)  If to the Company, to:

                           Ocwen Asset Investment Corp.
                           1675 Palm Beach Lakes Boulevard
                           Suite 1000
                           West Palm Beach, Florida 33401
                           Attn:  William C. Erbey

                           with a copy to:

                           Ocwen Asset Investment Corp.
                           Attn: Secretary
                           1675 Palm Beach Lakes Blvd.
                           Suite 1000
                           West Palm Beach, Florida 33401

                                       12
<PAGE>


or to such other  address as may have been  furnished  to the  Directors  by the
Company or to the Company by a Director, as the case may be.

                  20. IDENTICAL COUNTERPARTS.  This Agreement may be executed in
one or more  counterparts,  each of which shall for all purposes be deemed to be
an  original  but all of  which  together  shall  constitute  one  and the  same
Agreement.   Only  one  such  counterpart  signed  by  the  party  against  whom
enforceability  is sought needs to be produced to evidence the existence of this
Agreement.

                  21. HEADINGS. The headings of the paragraphs of this Agreement
are inserted for convenience  only and shall not be deemed to constitute part of
this Agreement or to affect the construction thereof.

                  22. GOVERNING LAW. The parties agree that this Agreement shall
be governed by, and construed and enforced in accordance  with,  the laws of the
Commonwealth of Virginia without  application of the conflict of laws principles
thereof.

                  23. ARTICLES AND BYLAWS. Notwithstanding any provision in this
Agreement,  no Indemnity nor advancement of Expenses shall be provided hereunder
to any Director to the extent that such  indemnity or  advancement is prohibited
by the  Articles  and  Bylaws  as they  exist  at the  time  of this  Agreement;
provided,  however,  that  if such  Indemnity  or  advancement  of  Expenses  is
prohibited  by the  Articles  and  Bylaws  as  they  exist  at the  time of this
Agreement  but  permitted  by the  Articles and Bylaws as they exist at the time
that such Indemnity or advancement of Expenses is sought, then such Indemnity or
advancement of Expenses shall be permitted.

            (The remainder of this page is intentionally left blank)

                                       13
<PAGE>


                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement as of the day and year first above written.



                          Ocwen Asset Investment Corp.



                                            By:  /s/  CHRISTINE A. REICH
                                                 -----------------------
                                               Name:  Christine A. Reich
                                               Title: President




                                                 /s/ STUART L. SILPE
                                                 -----------------------
                                                     Stuart L. Silpe




                                                 /s/ PETER M. SMALL
                                                 -----------------------
                                                     Peter M. Small

                                       14