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                                                                    EXHIBIT 10.3

                             EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") has been executed as of April 1,
1999 by and between IndyMac Mortgage Holdings, Inc. ("Employer") and Mark Nelson
("Officer").

                                  WITNESSETH:

WHEREAS, Employer desires to obtain the benefit of continued services of Officer
and Officer desires to continue to render services to Employer and its
affiliates.

WHEREAS, Employer and Officer desire to set forth the terms and conditions of
Officer's employment with Employer and its affiliates under this Agreement.


NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained, the parties hereto agree as follows:

1.   Term. Employer agrees to employ Officer and Officer agrees to serve
     Employer and its affiliates, in accordance with the terms hereof, for a
     term beginning on the date first written above and ending on December 31,
     2001, unless earlier terminated in accordance with the provisions hereof.

2.   Position, Duties and Responsibilities. Employer and Officer hereby agree
     that, subject to the provisions of this Agreement, Employer will employ
     Officer and Officer will serve Employer, as Executive Vice President and
     Chief Financial Officer, IndyMac Commercial Lending, and Senior Vice
     President of Employer, or a similarly structured entity in which Employer
     owns the majority of the economic interest, as determined in the sole
     discretion of Employer. Employer agrees that Officer's duties hereunder
     shall be the usual and customary duties of such office and such further
     duties shall not be inconsistent with the provisions of applicable law.
     Officer agrees that Employer may add to or change Officer's duties as
     business considerations dictate, provided such changes are consistent with
     Officer's role as Chief Financial Officer, IndyMac Commercial Lending as
     determined by the Chief Executive Officer of Employer. Officer shall have
     such official power and authority as shall reasonably be required to
     enable him to discharge his duties in the offices which he may hold. All
     compensation paid to Officer by Employer or any of its affiliates shall be
     aggregated in determining whether Officer has received the benefits
     provided for herein, but without prejudice to the allocation of costs among
     the entities to which Officer renders services hereunder. If Employer
     requests Officer to relocate outside of Los Angeles County, Officer shall
     have the option of agreeing to such relocation and the terms of this
     contract shall continue in full force and effect. If Officer declines to
     relocate, either Officer or Employer shall provide the other party with a
     Notice of Termination in accordance with Section 5(f) and all of the
     rights and obligations of both parties under this Agreement shall cease
     upon such termination and no provisions shall survive (including, without
     limitation, Sections 5(d) and 8(k)), except for Section 8(g) and the right
     to enforce that provision through injunctive relief pursuant to Section
     8(h).
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3.   Scope of this Agreement and Outside Affiliations. During the term of this
     Agreement, Officer shall devote his full business time and energy, except
     as expressly provided below, to the business, affairs and interests of
     Employer and its affiliates, and matters related thereto, and shall use his
     best efforts and abilities to promote their respective interests. Officer
     agrees that he will diligently endeavor to promote the business, affairs
     and interests of Employer and its affiliates and perform services
     contemplated hereby, in accordance with the policies established by the
     Board of the applicable entity, which policies shall be consistent with
     this Agreement. Officer agrees to serve without additional remuneration as
     an officer of one or more (direct or indirect) subsidiaries or affiliates
     of Employer as Employer may from time to time request, subject to
     appropriate authorization by the affiliate or subsidiary involved and any
     limitation under applicable law.

     During the course of Officer's employment as a full-time officer hereunder,
     Officer shall not, without the consent of Employer, compete, directly or
     indirectly, with Employer in the business then conducted by Employer or any
     of its affiliates.

     Officer may make and manage personal business investments of his choice and
     serve in any capacity with any civic, educational or charitable
     organization, or any governmental entity or trade association, without
     seeking or obtaining approval by the Board, provided such activities and
     services do not materially interfere or conflict with the performance of
     his duties hereunder.

4.   Compensation and Benefits.

     a.   Base Salary. Employer shall pay to Officer a base salary in respect of
          the fiscal year of Employer (a "Fiscal Year") ending December 31, 1999
          at the annual rate as set forth on Appendix A (the "Annual Rate").
          During the term of this Agreement, Employer may not decrease the
          Annual Rate below the amount set forth in Appendix A.

     b.   Incentive Compensation. Employer shall pay to Officer for each of the
          Fiscal Years ending during the term of this Agreement an incentive
          compensation award in an amount determined pursuant to the Annual
          Incentive Plan attached hereto as Appendix A. The terms of the Annual
          Incentive Plan shall be determined in the first quarter of each Fiscal
          year during the term of this Contract, as mutually agreed upon by
          Employer and Officer. The incentive compensation award payable to
          Officer for any Fiscal Year shall be paid no later than thirty (30)
          days after completion and publication of the applicable audited
          financial statements for such Fiscal Year.

     c.   Stock Options and Restricted Stock. Beginning with the 1999 Fiscal
          Year and in respect of each of the following Fiscal Years during the
          term of this Agreement, Employer may grant to Officer stock options
          and/or restricted stock for such number of shares of Employer's common
          stock as the Compensation Committee of the Board (the "Compensation
          Committee") in its sole discretion determines, taking into account
          Officer's and Employer's performance and the competitive practices
          then prevailing regarding the granting of stock options. Subject to
          the foregoing, it is anticipated that the number of shares in respect
          of each annual stock option and/or restricted stock grant shall be in
          accordance with the number of shares granted to officers of Employer
          at a level similar to Officer's level. The stock options and/or
          restricted stock described in this Section 4(c) in respect of a Fiscal
          Year shall be granted at the same time as Employer grants stock
          options

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          and/or restricted stock to its other officers in respect of such
          Fiscal Year. For 1999 Fiscal Year, Employer will grant Officer 20,000
          stock options.

          All stock options granted in accordance with this Section 4(c): (i)
          shall be granted pursuant to Employer's current stock option plan, or
          such other stock option plan or plans as may be or come into effect
          during the term of this Agreement, (ii) shall have a per share
          exercise price equal to the fair market value (as defined in the
          current Plan or such other plan or plans) of the common stock at the
          time of grant, (iii) shall become exercisable in three equal
          installments on each of the first three anniversaries of the date of
          grant, (iv) shall become immediately and fully exercisable in the
          event of a Change in Control (as defined in Appendix B) or in the
          event that Officer's employment is terminated due to death or
          Disability or by Employer other than for Cause (as defined in Section
          5(c)), and (v) shall be subject to such other reasonable and
          consistent terms and conditions as may be determined by the
          Compensation Committee and set forth in the agreement evidencing the
          award. All restricted stock granted in accordance with this Section
          4(c): (i) shall be granted pursuant to Employer's current stock option
          plan, or such other stock option plan or plans as may be in effect or
          come into effect during the term of this Agreement, (ii) shall be
          priced and vest in accordance with the terms set by the Compensation
          Committee, ( iii) shall become immediately and fully vested in the
          event of a Change in Control (as defined in Appendix B) or in the
          event that Officer's employment is terminated due to death or
          Disability or by Employer other than for Cause (as defined in Section
          5(c)), provided, however, that with respect to a termination by
          Employer other than for Cause (as defined in Section 5(c)), restricted
          stock granted in accordance with this Section 4(c) shall become
          immediately and fully vested only to the extent that such restricted
          stock would, under the terms of such restricted stock, vest within
          twelve (12) months of such termination, and (iv) shall be subject to
          such other reasonable and consistent terms and conditions as may be
          determined by the Compensation Committee and set forth in the
          agreement or other document evidencing the award. Notwithstanding the
          foregoing, in the event that Officer's employment is terminated by
          Employer other than for Cause (as defined in Section 5(c)) and the
          Board of Directors of Employer determines, in its sole and absolute
          discretion, that the Officer is performing "seriously below
          expectations" (as defined below), then the Board of Directors of the
          Employer may determine, in its sole and absolute discretion, that the
          provisions set forth in subsections (iv) and (iii) of the preceding
          two sentences, respectively, shall not apply. For purposes of this
          provision, Officer's performance shall be deemed to be "seriously
          below expectations" if (i) in the case of an Officer who is a profit
          center manager, Officer has failed to meet at least 50% of the volume
          and cost control goals set forth in Appendix A hereto for the
          applicable Fiscal Year, and (ii) in the case of an Officer who is a
          cost center manager, Officer has failed to meet (x) the top two Goals
          and Objectives of Officer set forth in Appendix A hereto for the
          applicable Fiscal Year and (y) at least 50% of the cost control goals
          set forth in Appendix A hereto for the applicable Fiscal Year;
          provided, however, that the Board of Directors of Employer will
          consider allowances to the foregoing in the event that Employer takes
          action that impedes Officer's ability to meet the foregoing goals
          (e.g., the Employer discontinues a business or product line).
           ----

     d.   Additional Benefits. Officer shall also be entitled to all rights and
          benefits for which he is otherwise eligible under any bonus plan,
          stock purchase plan, participation or extra compensation plan,
          executive compensation plan, pension plan, profit-sharing plan, life
          and medical insurance

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          policy, or other plans or benefits, which Employer or its subsidiaries
          may provide for him, or provided he is eligible to participate
          therein, for senior officers generally or for employees generally,
          during the term of this Agreement (collectively, "Additional
          Benefits"). Officer shall also be entitled to three (3) weeks of
          vacation each Fiscal Year, subject to all applicable policies of
          Employer relating to vacation time. This Agreement shall not affect
          the provision of any other compensation, retirement or other benefit
          program or plan of Employer. If Officer's employment is terminated
          hereunder, pursuant to Section 5(a), 5(b) or 5(d), Employer shall
          continue for the period specified in Section 5(a), 5(b) or 5(d)
          hereof, to provide benefits substantially equivalent to Additional
          Benefits (other than qualified pension or profit sharing plan benefits
          and option, equity or stock appreciation or other incentive plan
          benefits as distinguished from health, disability and welfare type
          benefits) on behalf of Officer and his dependents and beneficiaries
          which were being provided to them immediately prior to Officer's
          Termination Date, but only to the extent that Officer is not entitled
          to comparable benefits from other employment.

5.   Termination. The compensation and benefits provided for herein and the
     employment of Officer by Employer shall be terminated only as provided for
     below in this Section 5:

     a.   Disability. In the event that Officer shall fail, because of illness,
          injury or similar incapacity ("Disability"), to render for four (4)
          consecutive calendar months, or for shorter periods aggregating eighty
          (80) or more business days in any twelve (12) month period, services
          contemplated by this Agreement, Officer's full-time employment
          hereunder may be terminated, by written Notice of Termination from
          Employer to Officer; and thereafter, Employer shall continue, from the
          Termination Date until Officer's death or December 31, 2001, whichever
          first occurs (the "Disability Payment Period"), (i) to pay
          compensation to Officer, in the same manner as in effect immediately
          prior to the Termination Date, in an amount equal to (1) fifty percent
          (50%) of the then existing base salary payable immediately prior to
          the termination, minus (2) the amount of any cash payments due to him
          under the terms of Employer's disability insurance or other disability
          benefit plans or Employer's tax-qualified Defined Benefit Pension
          Plan, and any compensation he may receive pursuant to any other
          employment, and (ii) to provide during the Disability Payment Period
          the additional benefits specified in the last sentence of Section 4(d)
          hereof.

          The determination of Disability shall be made only after 30 days'
          notice to Officer and only if Officer has not returned to performance
          of his duties during such 30-day period. In order to determine
          Disability, both Employer and Officer shall have the right to provide
          medical evidence to support their respective positions, with the
          ultimate decision regarding Disability to be made by a majority of the
          members of Employer's Benefits Committee.

     b.   Death. In the event that Officer shall die during the term of this
          Agreement, Employer shall pay Officer's base salary for a period of
          twelve (12) months following the date of Officer's death and in the
          manner otherwise payable hereunder, to such person or persons as
          Officer shall have directed in writing or, in the absence of a
          designation, to his estate (the "Beneficiary"). Employer shall also
          (1) pay to such Beneficiary (x) an amount equal to the incentive
          compensation that would have been payable to Officer pursuant to
          Section 4(b) in respect of the Fiscal Year in which the Officer's
          death occurs multiplied by a fraction, the numerator of which is the
          number of days in

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          such Fiscal Year through the date of Officer's death and the
          denominator of which is 365 and (y) any unpaid incentive compensation
          payable to Officer pursuant to Section 4(b) in respect of the Fiscal
          Year immediately preceding the Fiscal Year in which his death occurs
          and (2) provide during the twelve-month period following the date of
          Officer's death the additional benefits specified in the last sentence
          of Section 4(d) hereof. If Officer's death occurs while he is
          receiving payments for Disability under Section 5(a) above, such
          payments shall cease and the Beneficiary shall be entitled to the
          payments and benefits under this Section 5(b), which shall continue
          for a period of twelve months thereafter at the full rate of base
          salary in effort immediately prior to the Disability. This Agreement
          in all other respects will terminate upon the death of Officer;
          provided, however, that (i) the termination of the Agreement shall not
          affect Officer's entitlement to all other benefits in which he has
          become vested or which are otherwise payable in respect of periods
          ending prior to its termination, and (ii) to the extent not otherwise
          vested, all outstanding stock options and restricted stock granted to
          Officer pursuant to Section 4(c) will vest upon his death.

     c.   Cause. Employer may terminate Officer's employment under this
          Agreement for "Cause." A termination for Cause is a termination by
          reason of (i) a material breach of this Agreement by Officer (other
          than as a result of incapacity due to physical or mental illness)
          which is committed in bad faith or without reasonable belief that such
          breach is in the best interests of Employer and which is not remedied
          within a reasonable period of time after receipt of written notice
          from Employer specifying such breach; provided, however, that the
          parties hereto acknowledge that a breach of the confidentiality
          provisions set forth in Section 8(g) of this Agreement shall not be
          remediable and, therefore, Employer shall not be required to provide a
          remedy period in connection with a termination pursuant to this
          provision by reason of a breach of Section 8(g), (ii) an act or
          omission to act by the Officer involving gross negligence, gross
          misconduct, commission of a fraud, theft, dishonesty, or any knowing
          or deliberate action or inaction in contravention of a direct order
          from the Officer's direct supervisor which is within the scope of this
          Agreement and does not involve the performance of an illegal act or
          omission to act, each of which the parties hereto acknowledge shall
          not be remediable and, therefore, no remedy period shall be required,
          (iii) Officer's conviction by a court of competent jurisdiction of a
          felony or misdemeanor carrying a jail term of one year or more, or
          (iv) entry of an order duly issued by any federal or state regulatory
          agency having jurisdiction in the matter removing Officer from office
          of Employer or its affiliates or permanently prohibiting him from
          participation in the conduct of the affairs of Employer of any of its
          affiliates. If Officer shall be convicted of a felony or misdemeanor
          carrying a jail term, or shall be removed from office and/or
          temporarily prohibited from participating in the conduct of Employer's
          or any of its affiliates' affairs by any federal or state regulatory
          authority having jurisdiction in the matter, Employer's obligations
          under Sections 4(a), 4(b), and 4(c) hereof shall be automatically
          suspended; provided, however, that if the charges resulting in such
          removal or prohibition are finally dismissed or if a final judgment on
          the merits of such charges is issued in favor of Officer, or if the
          conviction is overturned on appeal, then Officer shall be reinstated
          in full with back pay for the removal period plus accrued interest at
          the rate then payable on judgments. During the period that Employer's
          obligations under Sections 4(a), 4(b), and 4(c) hereof are suspended,
          Officer shall continue to be entitled to receive Additional Benefits
          under Section 4(d) until the conviction of the felony, or misdemeanor
          carrying a jail term, or removal from office has become final and non-
          appealable. When the conviction of the felony or removal from office
          has

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          become final and non-appealable, all of Employer's obligations
          hereunder shall terminate; provided, however, that the termination of
          Officer's employment pursuant to this Section 5(c) shall not affect
          Officer's entitlement to all benefits in which he has become vested or
          which are otherwise payable in respect of periods ending prior to his
          termination of employment.

          d.   Severance.

          (i)  Except as provided in Section 5(d)(ii) below, if during the term
          of this Agreement, Officer's employment shall be terminated by
          Employer other than for Cause, or by Officer because Employer has
          committed a "Material Breach" of this Agreement, then Employer shall:

               (1)  pay Officer in a single payment as soon as practicable after
                    the Termination Date, but in no event later than thirty (30)
                    days thereafter, (A) an amount in cash equal to six months
                    of Officer's base salary at the Annual Rate at the
                    Termination Date and (B) an amount equal to one-half the
                    incentive compensation paid or payable to Officer pursuant
                    to Section 4(b) in respect of the Fiscal Year immediately
                    preceding the Fiscal Year in which Officer's Termination
                    Date occurs; provided, however, that in the event the first
                    anniversary of the Termination Date occurs on a date prior
                    to the end of a Fiscal Year, Employer shall also pay Officer
                    an amount equal to the product of (x) the incentive
                    compensation paid or payable to Officer pursuant to Section
                    4(b) in respect of the Fiscal Year immediately preceding the
                    Fiscal Year in which Officer's Termination Date occurs and
                    (y) a fraction, the numerator of which is (I) the number of
                    days elapsed since the end of the immediately preceding
                    Fiscal Year through Officer's Termination Date and (II) the
                    denominator of which is 365, and

               (2)  until the first anniversary of such Termination Date,
                    provide the benefits specified in the last sentence of
                    Section 4(d) hereof.

          Employer shall also pay in a single payment as soon as practicable
          after the Termination Date, but in no event later than thirty (30)
          days thereafter, any unpaid incentive compensation payable to Officer
          pursuant to Section 4(b) in respect of the Fiscal Year immediately
          preceding the Fiscal Year in which Officer's Termination Date occurs,
          as calculated pursuant to the terms and conditions of this Agreement,
          including, but not limited to, the terms of Appendix A. For the
          purpose of this provision, the term "Material Breach" shall mean a
          material breach of this Agreement by Employer which is committed in
          bad faith and which is not remedied within a reasonable period of time
          after receipt of written notice from Officer specifying such breach.

          (ii) If within two (2) years after a "Change in Control" (as defined
               in Appendix B to this Agreement) and during the term of this
               Agreement, Officer's employment shall be terminated by Employer
               other than for Cause or by Officer for Good Reason, then (A)
               Employer shall pay Officer in a single payment as soon as
               practicable after the Termination Date, but in no event later
               than thirty (30) days thereafter, (x) as severance pay and in
               lieu of any further salary and incentive compensation for periods
               subsequent to the Termination Date, an amount in cash equal to
               one-half the sum of (1) Officer's base salary at the Annual Rate
               at the Termination Date and (2) the incentive compensation paid
               or payable to Officer pursuant to

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                Section 4(b) in respect of the Fiscal Year immediately preceding
                the Fiscal Year in which Officer's Termination Date occurs and
                (y) any unpaid incentive compensation payable to Officer
                pursuant to Section 4(b) in respect of the Fiscal Year
                immediately preceding the Fiscal Year in which Officer's
                Termination Date occurs, and (B) Employer shall continue to
                provide for six months from the Termination Date the benefits
                specified in the last sentence of Section 4(d) hereof.

          (iii) For purposes of this Agreement, "Good Reason" shall be deemed to
                occur if Employer (x) commits a Material Breach of this
                Agreement (as defined in Section 5(d)(i)) or (y) takes any other
                action which results in the substantial diminution in Officer's
                status, title, position, authority and responsibilities.

          (iv)  Notwithstanding anything in this Agreement to the contrary, in
                the event it shall be determined that any payment or
                distribution by Employer or any other person or entity to or for
                the benefit of Officer (within the meaning of Section 280G(b)(2)
                of the Internal Revenue Code of 1986, as amended (the "Code"),
                whether paid or payable or distributed or distributable pursuant
                to the terms of this Agreement or otherwise in connection with,
                or arising out of, his employment with Employer or a change in
                ownership or effective control of Employer or a substantial
                portion of its assets (a "Payment"), would be subject to the
                excise tax imposed by Section 4999 of the Code (the "Excise
                Tax"), the Payments shall be reduced (but not below zero) to the
                extent necessary so that no Excise Tax would be imposed. If the
                application of the preceding sentence should require a reduction
                in Payments or other "parachute payment" (within the meaning of
                Section 28OG of the Code), unless Officer shall have designated
                otherwise, such reduction shall be implemented, first, by
                reducing any noncash benefits (other than stock options) to the
                extent necessary, second, by reducing any cash benefits to the
                extent necessary and, third, by reducing any stock options to
                the extent necessary. In each case, the reductions shall be made
                starting with the payment or benefit to be made on the latest
                date following the Termination Date and reducing payments or
                benefits in reverse chronological order therefrom. All
                determinations concerning the application of this paragraph
                shall be made by a nationally recognized firm of independent
                accountants, selected by Officer and satisfactory to Employer,
                whose determination shall be conclusive and binding on all
                parties. The fees and expenses of such accountants shall be
                borne by, Employer.

     e.   Resignation. If during the term of this Agreement, Officer shall
          resign voluntarily, all of his rights to payment or benefits hereunder
          shall immediately terminate; provided, however, that the termination
          of Officer's employment pursuant to this Section 5(e) shall not affect
          Officer's entitlement to all benefits in which he has become vested or
          which are otherwise payable in respect of periods ending prior to his
          termination of employment, and all obligations of Officer under
          Sections 8(g) and 8(k) shall expressly survive such termination.

     f.   Notice of Termination. Any purported termination by Employer or by
          Officer shall be communicated by a written Notice of Termination to
          the other party hereto which indicates the specific termination
          provision in this Agreement, if any, relied upon and which sets forth
          in reasonable detail the facts and circumstances, if any, claimed to
          provide a basis for termination of

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          Officer's employment under the provision so indicated (except in the
          event of Officer's death or physical incapacity, in which case such
          written Notice of Termination shall be provided by Officer's executor
          or legal representative). For purposes of this Agreement, no such
          purported termination shall be effective without such Notice of
          Termination. The "Termination Date" shall mean the date specified in
          the Notice of Termination, which shall be no less than 30 or more than
          60 days from the date of the Notice of Termination. Notwithstanding
          any other provision of this Agreement, in the event of any termination
          of Officer's employment hereunder for any reason, Employer shall pay
          Officer his full base salary through the Termination Date, plus any
          Additional Benefits which have been earned or become payable, but
          which have not yet been paid, as of such Termination Date.

6.   Reimbursement of Business Expenses. During the term of this Agreement,
     Employer shall reimburse Officer promptly for all business expenditures to
     the extent that such expenditures meet the requirements of the Code for
     deductibility by Employer for federal income tax purposes or are otherwise
     in compliance with the rules and policies of Employer and are substantiated
     by Officer as required by the Internal Revenue Service and rules and
     policies of Employer.

7.   Indemnity. To the extent permitted by applicable law, the Certificate of
     Incorporation and the By-Laws of Employer (as from time to time in effect)
     and any indemnity agreements entered into from time to time between
     Employer and Officer, Employer shall defend and indemnify Officer and hold
     him harmless for any acts or decisions made by him in good faith while
     performing services for Employer (including any subsidiary or affiliate of
     Employer), and shall use reasonable efforts to obtain coverage for him
     under liability insurance policies now in force or hereafter obtained
     during the term of this Agreement covering the other officers or directors
     of Employer.

8.   Miscellaneous.

     a.   Succession. This Agreement shall inure to the benefit of and shall be
          binding upon Employer, its successors and assigns, but without the
          prior written consent of Officer, this Agreement may not be assigned
          other than in connection with a merger or sale of substantially all
          the assets of Employer or similar transaction. Notwithstanding the
          foregoing, Employer may assign, whether by assignment agreement,
          merger, operation of law or otherwise, this Agreement to IndyMac,
          Inc., or to any successor or affiliate of Employer or IndyMac, Inc.,
          subject to such assignee's express assumption of all obligations of
          Employer hereunder, and Officer hereby consents to any such
          assignment. The failure of any successor to or assignee of the
          Employer's business and/or assets in such transaction to expressly
          assume all obligations of Employer hereunder shall be deemed a
          material breach of this Agreement by Employer, triggering the
          severance provision of Section 5(d).

          The obligations and duties of Officer hereby shall be personal and not
          assignable.

     b.   Notices. Any notices provided for in this Agreement shall be sent to
          Employer at its corporate headquarters, Attention: Chief
          Administrative Officer, with a copy to the Director of Human Resources
          at the same address, or to such other address as Employer may from
          time to time in writing designate, and to Officer at such address as
          he may from time to time in writing designate

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          (or his business address of record in the absence of such
          designation). All notices shall be deemed to have been given two (2)
          business days after they have been deposited as certified mail, return
          receipt requested, postage paid and properly addressed to the
          designated address of the party to receive the notices.

     c.   Entire Agreement. This instrument contains the entire agreement of the
          parties relating to the subject matter hereof, and it replaces and
          supersedes any prior agreements between the parties relating to said
          subject matter. No modifications or amendments of this Agreement shall
          be valid unless made in writing and signed by the parties hereto.

     d.   Waiver. The waiver of the breach of any term or of any condition of
          this Agreement shall not be deemed to constitute the waiver of any
          other breach of the same or any other term or condition.

     e.   California Law. This Agreement shall be construed and interpreted in
          accordance with the laws of California, without reference to its
          conflicts of laws principles.

     f.   Attorneys' Fees In Action on Contract. If any litigation shall occur
          between the Officer and Employer, which litigation arises out of or as
          a result of this Agreement or the acts of the parties hereto pursuant
          to this Agreement, or which seeks an interpretation of this Agreement,
          the prevailing party in such litigation, in addition to any other
          judgment or award, shall be entitled to receive such sums as the court
          hearing the matter shall find to be reasonable as and for the
          attorneys' fees of the prevailing party.

     g.   Confidentiality. Officer hereby acknowledges and agrees that Employer
          and its affiliates have developed and own valuable information related
          to their business, personnel and customers, including, but not limited
          to, concepts, ideas, customer lists, business lists, business and
          strategic plans, financial data, accounting procedures, secondary
          marketing and hedging models, trade secrets, computer programs and
          plans, and information related to officers, directors, employees and
          agents. Officer hereby agrees that all such information, and all
          codes, concepts, copies and forms relating to such information,
          Employer's plans and intentions with respect thereto, and any
          information provided by Employer or its affiliates to Officer with
          respect to any of the foregoing, shall be considered "Confidential
          Information" for the purpose of this Agreement. Officer acknowledges
          and agrees that all such Confidential Information is a valuable asset
          of Employer, and if developed by Officer, is developed by Officer in
          the course of Officer's employment with Employer, and is the sole
          property of Employer. Officer agrees that he will not divulge or
          otherwise disclose, directly or indirectly, any Confidential
          Information concerning the business or policies of Employer or any of
          its affiliates which he may have learned as a result of his employment
          during the term of this Agreement or prior thereto as an employee,
          officer or director of or consultant to Employer or any of its
          affiliates, except to the extent such use or disclosure is (i)
          necessary or appropriate to the performance of this Agreement and in
          furtherance of Employer's best interests, (ii) required by applicable
          law or in response to a lawful inquiry from a governmental or
          regulatory authority, (iii) lawfully obtainable from other sources, or
          (iv) authorized by Employer. The provisions of this subsection shall
          survive the expiration, suspension or termination, for any reason, of
          this Agreement.

                                       9
<PAGE>

     h.   Remedies of Employer. Officer acknowledges that the services he is
          obligated to render under the provisions of this Agreement are of a
          special, unique, unusual, extraordinary and intellectual character,
          which gives this Agreement peculiar value to Employer. The loss of
          these services cannot be reasonably or adequately compensated in
          damages in an action at law and it would be difficult (if not
          impossible) to replace these services. By reason thereof, Officer
          agrees and consents that if he violates any of the material provisions
          of this Agreement, Employer, in addition to any other rights and
          remedies available under this Agreement or under applicable law, shall
          be entitled during the remainder of the term to seek injunctive
          relief, from a tribunal of competent jurisdiction, restraining Officer
          from committing or continuing any violation of this Agreement. The
          provisions of this subsection shall survive the expiration, suspension
          or termination, for any reason, of this Agreement.

     i.   Severability. If any provision of this Agreement is held invalid or
          unenforceable, the remainder of this Agreement shall nevertheless
          remain in full force and effect, and if any provision is held invalid
          or unenforceable with respect to particular circumstances, it shall
          nevertheless remain in full force and effect in all other
          circumstances.

     j.   No Obligation to Mitigate. Officer shall not be required to mitigate
          the amount of any payment provided for in this Agreement by seeking
          other employment or otherwise and, except as provided in Section
          5(a)(i)(2) hereof, no payment hereunder shall be offset or reduced by
          the amount of any compensation or benefits provided to Officer in any
          subsequent employment.

     k.   Covenant Not to Compete

          (i)  In General. Officer agrees that while he is employed by Employer
               during the term of this Agreement and for a period of six months
               after the termination of such employment for whatever reason
               other than (x) any termination by Employer, either for Cause or
               other than for Cause, (y) a termination by Officer pursuant to
               Section 5(d)(i) due to Employer having committed a "Material
               Breach" or pursuant to Section 5(d)(ii) for "Good Reason," or (z)
               the expiration of this Agreement according to its terms (the
               "Non-Compete Period"), he shall not, unless Officer shall have
               received the prior written consent of Employer within North
               America:

               (A)  engage in any business, whether as an employee, consultant,
                    partner, principal, agent, representative or stockholder
                    (other than as a stockholder of less than a one percent (1%)
                    equity interest) or in any other corporate or representative
                    capacity with any other business whether in corporate,
                    proprietorship, or partnership form or otherwise, where such
                    business is engaged in any activity which competes with the
                    business of Employer (or its subsidiaries or affiliates,
                    including Countrywide Credit Industries, Inc. ("Countrywide
                    Credit") and its subsidiaries) as conducted on the date
                    Officer's employment terminated or which will compete with
                    any proposed business activity of Employer (or its
                    subsidiaries or affiliates, including Countrywide Credit and
                    its subsidiaries) in the planning stage on such date;

                                       10
<PAGE>

      (B) solicit business from, or perform services for, any company or other
          business entity which at any time during the two-year period
          immediately preceding Officer's termination of employment with
          Employer was a client of Employer (or its subsidiaries or affiliates)
          (including without limitation any lessee, vendor or supplier);
          provided that Officer may solicit business from another company or
          business entity during such time as Officer is employed by Employer
          (and prior to a Notice of Termination being provided pursuant to
          Section 5(f)), so long as such solicitation is solely for the intended
          benefit of Employer and carried out in the ordinary course of the
          performance of Officer's duties; and which solicitation or performance
          of services is not for the intended benefit of Employer and carried
          out in the ordinary course of the performance of Officer's duties; or

      (C) offer, or cause to be offered, employment, either on a full-time,
          part-time or consulting basis, to any person who was employed by
          Employer (or its subsidiaries or affiliates) on the date Officer's
          employment terminated.

(ii)  Consideration. The consideration for the foregoing Covenant not to
      compete, the sufficiency of which is hereby acknowledged, is Employer's
      agreement to continue to employ Officer and provide compensation and
      benefits pursuant to this Agreement including but not limited to Section
      5(d).

(iii) Equitable Relief and Other Remedies. Officer acknowledges and agrees that
      Employer's remedies at law for a breach or threatened breach of any of the
      provisions of this Section would be inadequate and, in recognition of this
      fact, Officer agrees that, in the event of such a breach or threatened
      breach, in addition to any remedies at law, Employer, without posting any
      bond, shall be entitled to obtain equitable relief in the form of specific
      performance, a temporary restraining order, a temporary or permanent
      injunction or any other equitable remedy which may then be available.

(iv)  Reformation. If the foregoing covenant not to compete would otherwise be
      determined invalid or unenforceable by a court of competent jurisdiction,
      such court shall exercise its discretion in reforming the provisions of
      this Section to the end that Officer be subject to a covenant not to
      compete, reasonable under the circumstances, enforceable by Employer.

                                       11
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.


                                               EMPLOYER


                                               By:/s/ Stephanie Irey
                                                  ---------------------------
                                               Name: Stephanie Irey
                                                    -------------------------
                                               Title: EVP, CAO
                                                     ------------------------

                                               Officer:

                                               /s/ Mark Nelson
                                               ------------------------------
                                               in his individual capacity

                                       12
<PAGE>

                                  APPENDIX A

                             ANNUAL INCENTIVE PLAN

Annual Base Rate for 1999:     $200,000.00
Target Bonus for 1999:         $ 80,000.00  Maximum Bonus for 1999: $90,000.00

Annual Incentive Award:
----------------------


  Officer shall be eligible for an Annual Incentive Award which shall be
  comprised of the following five components:

     1. Meeting Business Plan/ROE Goals (30%)
     2. Operations/Systems Controls/Loan Quality (30%)
     3. Cost Control (20%)
     4. Earnings Per Share Growth (10%)
     5. Discretionary/Subjective (10%)

  These components shall be measured as follows:

1. Business Plan/ROE Goals for Officer for 1999 (30%):
   ---------------------------------------------------

Attached hereto as Exhibit A, is the Business Plan for 1999 for Officer's areas
of responsibilities: CLCA and Income Property.

Year Target Amount  Maximum Amount                                Minimum Amount
                    (125% of Target, if ROE is 20%* than target)
1999 $24,000.00     $30,000.00                                    $0

     Officer shall be paid a Business Plan/ROE Incentive Award to be determined
     by (i) calculating .07% of Net Income After Earnings Credit Plus Tax
     Affected Corporate Support (as defined below) of Officer's profit
     center(s), as determined by the Head of Financial Planning and President of
     Employer, in their sole discretion, subject to the applicable Maximum
     Amount set forth above, and (ii) multiplying such amount by the applicable
     Return On Equity Factor set forth below.

     Net Income After Earnings Credit Plus Tax Affected Corporate Support shall
     mean Net Earnings, before Corporate Overhead Allocation and after Earnings
     Credit (goal for Net Income After Earnings Credit Plus Tax Affected
     Corporate Support is $28,804,000.00.)

                            Return on Equity Factor
Actual ROE    20%**Target    10%**Target    Target    10%*Target   20%*Target
ROE Factor         50%            75%       100%           110%          125%

The Target Return on Equity for CLCA for 1999 is 21.88% (weighted 82%) and for
Income Property is 14.04% (weighted 18%).

*  greater than
** less than

<PAGE>

2. Operations/Systems Controls/Loan Quality Goals and Objectives (30%):
   -------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                           Target Potential                  Performance Percentage:
                 Goal/Objective                             Discretionary               Excellent/Good/Satisfactory/Poor
                 --------------
                                                          Incentive Amount
                                                          ----------------
<S>                                                       <C>                           <C>
a. Timely, accurate and automated reporting to                 $ 4,000.00                   110%/100%/50%/0%
    Treasury, Accounting, Bankers Trust and lenders
    and other appropriate internal and external
    recipients. Financial reporting systems should
    be integrated to primary related loan accounting
    and other systems to provide for efficient
    processing of data. Financial reporting and
    analysis to include monthly profit center
    performance analysis and budget variance
    analysis.
b. Establish and lead an Information Technology                $ 2,000.00                   110%/100%/50%/0%
    Development Team comprised of appropriate
    representatives of each of CLCA's operating
    groups and Corporate MIS personnel. The
    charter of this team is to provide strategic
    oversight to the development of our IT and
    business process systems, establish priorities for
    development, evaluate and rationalize
    investments in IT systems and software, and
    maintain and monitor project development
    efforts.
c. Introduce and facilitate Strategia strategic                $ 2,000.00                   110%/100%/50%/0%
    planning, implementation and review process
    and integrate into monthly and other periodic
    review sessions with CLCA and IndyMac
    management personnel

d. Assist in sourcing of sufficient capital that is            $16,000.00                   110%/100%/50%/0%
    adequate for CLCA/Income Property to
    maximize Plan projections. Assist in due
    diligence efforts as required. Develop borrowing
    capacity analysis models to evaluate the adequacy of
    our financing sources and to assist in managing our
    borrowing within committed limits. The borrowing
    capacity analysis should provide a 12-month
    rolling projection of principal outstandings
    to targeted outstandings for each financing
    facility for CLCA/Income Property.

Total discretionary incentive amount:                          $24,000 (max. $26,400)
-------------------------------------
</TABLE>

The Discretionary Incentive Award for Operations/Systems Controls/Loan Quality
Goals and Objectives for Officer shall be calculated by (1) multiplying (x) the
Performance Percentage for each Goal/Objective times (y) the Target Potential
                                               -----
Discretionary Incentive Amount for such Goal/Objective, and (2) adding all

                                       2
<PAGE>

sums determined pursuant to the preceding clause (1) for each Goal/Objective.
The Target Potential Discretionary Incentive Award for Operations/Systems
Controls/Loan Quality Goals and Objectives for Officer for 1999 shall be
$24,000.00 and the Maximum shall be $26,400.00.

3. Cost Control Goals (20%):
   ------------------------

The following are Officer's 1999 cost control goals:

<TABLE>
<CAPTION>
                                          Maximum Potential        Performance Percentage:
     Goal/Objective                         Discretionary           100%-95%94%-90%/89%-
     --------------
                                           Incentive Amount               80%/*/80%
                                           ----------------
<S>                                        <C>                     <C>
a. 100% of Direct Expenses as per 1999         $16,000.00           100%/80%/50%/0%
   business plans for CLCA and Income
   Property
</TABLE>


The Discretionary Incentive Award for Cost Control Goals and Objectives for
Officer shall be calculated by multiplying (x) the applicable Performance
Percentage for the Goal/Objective times (y) the Maximum Potential Discretionary
                                  -----
Incentive Amount for such Goal/Objective. The Maximum Potential Discretionary
Incentive Award for Cost Control Goals and Objectives for Officer for 1999 shall
be $16,000.00.

4.  Earnings Per Share Growth (10%):
    --------------------------------

                                             1999
                                             ----

-------------------------------------------------------------
Earnings Per Share Target                 $    1.57

-------------------------------------------------------------
Target Incentive Award                    $8,000.00
-------------------------------------------------------------

If Earnings Per Share                $500 for each $.01
exceed target, incentive             in excess of target
award shall be increased by:         earnings per share

-------------------------------------------------------------
If Earnings Per Share does           $350 for each- $.01
not Meet target, incentive           below target
awards shall be decreased by:        earnings per share
--------------------------------------------------------------

* means less than

<PAGE>

5.  Subjective (10%):
    ----------------

Officer shall be eligible for an additional Subjective Incentive Award. Whether
a Subjective Incentive Award shall be granted and the amount of any such award
shall be determined by the President of Employer, in his sole and absolute
discretion. Factors which will be included in the determination of a Subjective
Incentive Award shall be Officer's management skills, ability to be a corporate
team player and such other factors as shall be determined by the President of
Employer, in his sole and absolute discretion. The fact that a Subjective
Incentive Award is granted in any year is no indication whether any such award
will be granted in following years. The maximum Subjective Incentive Award that
Officer shall be eligible for is as follows:

    1999: up to $8,000.00

6.  EPS Discount Factor
    -------------------

    % of EPS Target Met            EPS Discount Factor
    -------------------            -------------------
    *90%                                   100%
    80% - 89%                               90%
    70% - 79%                               70%
    *70%                                     0%

*  greater than
** less than


7.  Total Annual Incentive Award
    ----------------------------

The total Annual Incentive Award shall be calculated by multiplying (x) the sum
of the amounts calculated pursuant to Paragraphs 1, 2, 3, 4 and 5 above times
(y) the EPS Discount Factor determined pursuant to Paragraph 6 above.

                                       4
<PAGE>

                                                                      EXHIBIT A
                                    INDYMAC
                              1999 FINANCIAL PLAN
               EARNINGS BY BUSINESS LINE FOR BONUS CALCULATIONS
                         DOLLLAR AMOUNTS IN THOUSANDS

<TABLE>
<CAPTION>
                                                                Third Party  Investment    Master    LoanWorks            Income
                                                      Combined    Lending     Portfolio  Servicing   Servicing   CLCA    Property
                                                     ---------  -----------  ----------  ---------  ----------  -------  --------
<S>                                                  <C>        <C>          <C>         <C>        <C>         <C>      <C>
I.  NET INCOME AFTER EARNINGS CREDIT PLUS TAX
      EFFECTED CORPORATE SUPPORT

Net Income after Earnings Credit                       131,070     47,067        38,028        295      (9,358)  20,882     4,549

     Corporate Support                                  33,798     11,883         2,957        882       3,187    2,836       537
     Taxes on Corporate Support                         10,681      5,050           860        375           0        0         0
                                                     ----------------------------------------------------------------------------
     Corporate Support, Net of taxes                    23,117      6,883         2,097        507       3,187    2,836       537

                                                     ----------------------------------------------------------------------------
Net Income after Earnings Credit plus Tax Effected
 Corporate Support @ 100%                              154,187     53,900        40,125        803      (6,171)  23,718     5,086
                                                     ============================================================================

Net Income after Earnings Credit plus Tax Effected
 Corporate Support @ 80%                               123,350     43,120        32,100        642      (4,936)  18,974     4,069
Net Income after Earnings Credit plus Tax Effected
 Corporate Support @ 150%                              231,281     80,850        60,187      1,204      (9,256)  35,577     7,630

II. CONTROLLABLE RETURN ON EQUITY

Net Income-Fully Leveraged                             120,303     40,477        38,028        295      (9,358)  19,552     4,407

     Corporate Support                                  33,798     11,883         2,957        882       3,187    2,836       537
     Taxes on Corporate Support                         10,681      5,050           860        375           0        0         0
                                                     ----------------------------------------------------------------------------
     Corporate Support, Net of Taxes                    23,117      6,833         2,097        507       3,187    2,836       537

                                                     ----------------------------------------------------------------------------
Net Income-Fully Leveraged plus Tax Effected
 Corporate Support                                     143,420     47,310        40,125        803      (6,171)  22,388     4,945
                                                     ============================================================================

Average Equity-Fully Leverage                          676,115     18,334       479,841       (796)     (4,278)  97,877    34,376
                                                     ============================================================================

Corporate Support Net Liability Allocaties              52,736     18,542         4,614      1,376       4,973    4,425       839

                                                     ----------------------------------------------------------------------------
Fully Leverage Equity before Corporate Support         728,851     36,876       484,455        589         695  102,302    35,314
                                                     ============================================================================
                                                     ----------------------------------------------------------------------------
ROE-Fully Leverage-before CS balance sheet
 allocation                                              19.68%    128.29%         8.28%    138.40%     887.65%   21.88%    14.04%
                                                     ============================================================================

<CAPTION>
                                                              IndyMac                                                Tax Benefit
                                                                CLD         WLCA     LoanWorks      MHB       HID     Adjustment
                                                            -----------  ----------  ---------  ----------  -------  -----------
<S>                                                         <C>          <C>         <C>        <C>         <C>      <C>
I.  NET INCOME AFTER EARNINGS CREDIT PLUS TAX
      EFFECTED CORPORATE SUPPORT

Net Income after Earnings Credit                                  9,194       7,234      2,702       4,653    1,846        3,977

     Corporate Support                                            1,920       2,518      1,768       3,265    2,045            0
     Taxes on Corporate Support                                      33           0        751       1,388      869        1,355
                                                            --------------------------------------------------------------------
     Corporate Support, Net of taxes                              1,887       2,518      1,016       1,877    1,176       (1,355)

                                                            --------------------------------------------------------------------
Net Income after Earnings Credit plus Tax Effected
 Corporate Support @ 100%                                        11,081       9,752      3,719       6,530    3,022        2,623
                                                            ====================================================================

Net Income after Earnings Credit plus Tax Effected
 Corporate Support @ 80%                                          8,865       7,801      2,975       5,224    2,418        2,098
Net Income after Earnings Credit plus Tax Effected
 Corporate Support @ 150%                                        16,621      14,628      5,578       9,796    4,533        3,934

II. CONTROLLABLE RETURN ON EQUITY

Net Income-Fully Leveraged                                        8,513       6,270      2,702       4,036    1,401        3,977

     Corporate Support                                            1,920       2,518      1,768       3,265    2,045            0
     Taxes on Corporate Support                                      33           0        751       1,388      869        1,355
                                                            --------------------------------------------------------------------
     Corporate Support, Net of taxes                              1,887       2,518      1,016       1,877    1,176       (1,355)

                                                            --------------------------------------------------------------------
Net Income-Fully Leveraged plus Tax Effected
 Corporate Support                                               10,400       8,788      3,719       5,914    2,577        2,623
                                                            ====================================================================

Average Equity-Fully Leverage                                    35,623       9,163         83        (454)   6,377            0
                                                            ====================================================================

Corporate Support Net Liability Allocaties                       2,995        3,929      2,758       5,094    3,191            0

                                                            --------------------------------------------------------------------
Fully Leverage Equity before Corporate Support                   38,618      13,091      2,841       4,611    9,567            0
                                                            ====================================================================
                                                            --------------------------------------------------------------------
ROE-Fully Leverage-before CS balance sheet
 allocation                                                      26.93%       67.13%    130.91%     128.26%   26.94%         N/A
                                                            ====================================================================
</TABLE>

<PAGE>

                                  APPENDIX B

A "Change in Control" shall mean the occurrence during the term of the
Agreement, of any one of the following events:

     A.   An acquisition (other than directly from Employer) of any common stock
          or other "Voting Securities" (as hereinafter defined) of Employer by
          any "Person" (as the term person is used for purposes of Section 13(d)
          or 14(d) of the Securities Exchange Act of 1934, as amended
          (the"Exchange Act")), immediately after which such Person has
          "Beneficial Ownership"(within the meaning of Rule 13d-3 promulgated
          under the Exchange Act) of twenty five percent (25%) or more of the
          then outstanding shares of Employer's common stock or the combined
          voting power of Employer's then outstanding Voting Securities;
          provided, however, in determining whether a Change in Control has
          occurred, Voting Securities which are acquired in a "Non-Control
          Acquisition" (as hereinafter defined) shall not constitute an
          acquisition which would cause a Change in Control. For purposes of
          this Agreement, (1) "Voting Securities" shall mean Employer's
          outstanding voting securities entitled to vote generally in the
          election of directors and (2) a "Non-Control Acquisition" shall mean
          an acquisition by (i) an employee benefit plan (or a trust forming a
          part thereof) maintained by (A) Employer or (B) any corporation or
          other Person of which a majority of its voting power or its voting
          equity securities or equity interest is owned, directly or indirectly,
          by Employer (for purposes of this definition, a "Subsidiary"), (ii)
          Employer or any of its Subsidiaries, (iii) any Person in connection
          with a "Non-Control Transaction" (as hereinafter defined) or (iv)
          Countrywide Credit Industries, Inc. or any of its affiliates or
          subsidiaries ("Countrywide Credit").

     B.   The individuals who, as of the date of the Agreement are members of
          the Board (the "Incumbent Board"), cease for any reason to constitute
          at least two-thirds of the members of the Board; provided, however,
          that if the election, or nomination for election by Employer's common
          stockholders, of any new director was approved by a vote of at least
          two-thirds of the Incumbent Board, such new director shall, for
          purposes of this Agreement, be considered as a member of the Incumbent
          Board; provided further, however, that no individual shall be
          considered a member of the Incumbent Board if such individual
          initially assumed office as result of either an actual or threatened
          "Election Contest" (as described in Rule 14A-11 promulgated under the
          Exchange Act) or other actual or threatened solicitation of proxies or
          consents by or on behalf of a Person other than the Board (a "Proxy
          Contest") including by reason of any agreement intended to avoid or
          settle any Election Contest or Proxy Contest; or

     C.   The consummation of

     (i)  A merger, consolidation or reorganization involving Employer, unless
          such merger, consolidation or reorganization is a "Non-Control
          Transaction." A "Non-Control Transaction" shall mean a merger,
          consolidation or

                                      13
<PAGE>

reorganization of Employer into, with or involving Countrywide Credit, IndyMac,
Inc. or where:

     a.    the stockholders of Employer, immediately before such merger,
           consolidation or reorganization, own directly or indirectly
           immediately following such merger, consolidation or reorganization,
           at least seventy percent (70%) of the combined voting power of the
           outstanding Voting Securities of the corporation resulting from such
           merger, consolidation or reorganization (the "Surviving Corporation")
           in substantially the same proportion as their ownership of the Voting
           Securities immediately before such merger, consolidation or
           reorganization;

     b.    the individuals who were members of the Incumbent Board immediately
           prior to the execution of the agreement providing for such merger,
           consolidation or reorganization constitute at least two-thirds of the
           members of the board of directors of the Surviving Corporation, or in
           the event that, immediately following the consummation of such
           transaction, a corporation beneficially owns, directly or indirectly,
           a majority of the Voting Securities of the Surviving Corporation, the
           board of directors of such corporation: and

     c.    no Person other than (i) Employer, (ii) any Subsidiary, (iii) any
           employee benefit plan (or any trust forming a part thereof)
           maintained by the Employer, the Surviving Corporation, or any
           Subsidiary, (iv) Countrywide Credit, or (v) any Person who,
           immediately prior to such merger, consolidation or reorganization had
           Beneficial Ownership of twenty five percent (25%) or more of the
           combined voting power of the Surviving Corporation's then outstanding
           Voting Securities or its common stock, owns directly or indirectly
           more than twenty five percent (25%) or more of the combined voting
           power of the Surviving Corporation's then outstanding Voting
           Securities or its common stock;

     (ii)  A complete liquidation or dissolution or Employer; or

     (iii) The sale or other disposition of all or substantially all of the
           assets of Employer to any Person (other than a transfer to a
           Subsidiary of Countrywide Credit).

Notwithstanding the foregoing, a Change of Control shall not be deemed to occur
solely because any Person (the "Subject Person") acquired Beneficial Ownership
of more than the permitted amount of the then outstanding common stock or Voting
Securities as a result of the acquisition of common stock or Voting Securities
by Employer which, by reducing the number of shares of common stock or Voting
Securities then outstanding, increases the proportional number of shares
Beneficially

                                      14
<PAGE>

Owned by the Subject Person; provided, however, that if a Change of Control
would occur (but for the operation of this sentence) as a result of the
acquisition of common stock or Voting Securities by Employer, and after such
share acquisition by Employer, the Subject Person becomes the Beneficial Owner
of any additional common stock or Voting Securities which increases the
percentage of the then outstanding common stock or Voting Securities
Beneficially Owned by the Subject Person, then a Change in Control shall occur.

                                      15