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                                                                    Exhibit 10.5
                                                                    ------------

                                 AMENDMENT TO
                             EMPLOYMENT AGREEMENT

     THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made, dated and
effective as of September 1, 1998 by and between IndyMac Mortgage Holdings, Inc.
(formerly CWM Mortgage Holdings, Inc. and INMC Mortgage Holdings, Inc., and
successor to Countrywide Asset Management Corporation, as Employer) (referred to
herein as "Employer" and/or "Holdings") and  Richard H. Wohl ("Officer").
Capitalized terms not otherwise defined herein shall have the respective
meanings given such terms in the Employment Agreement (as defined below).

                                  WITNESSETH

     WHEREAS, Employer and Officer have entered into that certain Employment
Agreement dated as of January 1, 1997 (the "Employment Agreement"), pursuant to
which Officer has agreed to serve, among other positions, as Senior Executive
Vice President, General Counsel and Secretary of Employer;

     WHEREAS, Employer has proposed and Officer has agreed to amend the
Employment Agreement to provide for the grant of restricted stock, in addition
to stock options, and to clarify certain provisions of the Employment Agreement;
and

     WHEREAS, Employer and Officer wish to amend the Employment Agreement on the
terms and subject to the conditions set forth herein below.

     NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:

     1.    Section 4(c) of the Employment Agreement is hereby amended to
read in its entirety as follows:

     "Stock Options and Restricted Stock. As soon as practicable after the date
     first written above, Holdings shall grant to Officer a stock option in
     respect of 40,000 shares of the Employer's common stock, such option to
     become exercisable as to 13,333 shares, 13,333 shares and 13,334 shares on
     each of the first three (3) anniversaries of the date of grant.  Beginning
     with the 1998 Fiscal Year and in respect of each of the following Fiscal
     Years during the term of this Agreement, Holdings may also grant to Officer
     stock options and/or restricted stock for such number of shares of
     Employer's common stock as the Compensation Committee in its sole
     discretion determines, taking into account Officer's and Holdings'
     performance and the competitive practices then prevailing regarding the
     granting of stock options and restricted stock.  Subject to the foregoing,
     it is anticipated that the number of shares in respect of each annual stock
     option grant shall be between 25,000 and 75,000, with the annual grant
     targeted at 50,000 shares for 
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     the 1998 Fiscal Year, and increasing thereafter assuming "good
     performance," as determined by Employer's President and Chief Operating
     Officer and consistent performance of Holdings in meeting earnings per
     share goals as set by the President and Chief Operating Officer and
     Holdings' Board of Directors. 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 Holdings grants stock options and/or restricted stock
     to its other senior executives in respect of such Fiscal Year.
 
     All stock options granted in accordance with this Section 4(c): (i) shall
     be granted pursuant to Holdings' 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 C)
     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)), or in the event that this Agreement terminates according to its
     terms (as provided in section 5(g)), 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 C) 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)), or in the event that this Agreement
     terminates according to its terms (as provided in section 5(g)), 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."

     2.  The last sentence of Section 5(b) is hereby amended to read in
its entirety as follows:

     "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/her death."
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     3.  Section 5(d)(i) of the Employment Agreement is hereby amended
to read in its entirety as follows:

     "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, 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 one year of Officer's
            base salary at the Annual Rate at the Termination Date and (B) an
            amount equal to 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.

     4. Section 8(k)(i)(A) of the Employment Agreement is hereby amended to read
in its entirety as follows:

     "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. and its subsidiaries) as conducted on the date Officer's
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     employment terminated or which will compete with any proposed business
     activity of Employer (or its subsidiaries or affiliates, including
     Countrywide Credit Industries, Inc. and its subsidiaries) in the planning
     stage on such date;"

     5.  No Other Amendment.  Except as expressly amended herein, the
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Employment Agreement shall remain in full force and effect as currently written.

     6.  Counterparts.  This Amendment may be executed in any number of
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counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed as of the day and year first above written.


                         INDYMAC MORTGAGE HOLDINGS, INC.


                         By \s\ Christina Ching
                            -------------------
                         Name:  Christina Ching
                         Title: Senior Vice President


                         By: \s\ Richard H. Wohl
                             -------------------
                         Name:  Richard H. Wohl
                         Title: Senior Executive Vice President