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                                                                    Exhibit 10.1

                             EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") has been executed as of January 1,
1997 by and between Countrywide Asset Management Corporation ("Employer") and
Richard Wohl ("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, 2000, 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, General
   Counsel and Secretary of Employer and CWM Mortgage Holdings, Inc.
   ("Holdings") and as a Director of Independent National Mortgage Corporation
   and any similarly structured entity or subsidiary (collectively, "Indy Mac").
   Employer agrees that Officer's duties hereunder shall be the usual and
   customary duties of such office and such further duties as shall not be
   inconsistent with the provisions of applicable law.  Officer shall have such
   executive 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.

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 
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   its affiliates and perform the services contemplated hereby, in accordance
   with the policies established by the Board, which policies shall be
   consistent with this Agreement. Officer agrees to serve without additional
   remuneration as an officer of Holdings or of one or more (direct or indirect)
   subsidiaries or affiliates of Employer or Holdings as the Board may from time
   to time request, subject to appropriate authorization by the affiliate or
   subsidiary involved and any limitation under applicable law. Officer's
   failure to discharge an order or perform a function because Officer
   reasonably and in good faith believes such would violate a law or regulation
   or be dishonest shall not be deemed a breach by him of his obligations or
   duties pursuant to any of the provisions of this Agreement, including without
   limitation pursuant to Section 5(c) hereof.

   During the course of Officer's employment as a full-time officer hereunder,
   Officer shall not, without the consent of the Board, 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, 1997 at the
      annual rate of $225,000 (the "Annual Rate"). In respect of the Fiscal
      Years ending in 1998, 1999, and 2000, the Compensation Committee of the
      Board (the "Compensation Committee) may, based upon the recommendation of
      Michael W. Perry and the performance of Officer and Employer, increase the
      Annual Rate. While any such increase shall be at the discretion of the
      Compensation Committee, it is anticipated that, for any Fiscal Year, an
      earnings per share increase of 15% would result in an increase in the
      Annual Rate of 10%, but could exceed such percentage if warranted.

   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 aggregate amount determined by adding the sum of
      (x) the Discretionary Incentive Award, as determined pursuant to the
      Discretionary Incentive Award Plan attached hereto as Appendix A, and (y)
      a Profitability Incentive Award, as determined pursuant to the Annual
      Incentive Plan and Incentive Matrix attached hereto as Appendix B. The
      terms of the Discretionary Incentive Award shall be determined at the
      beginning of each Fiscal Year during the term of this Agreement, as
      mutually agreed upon by Employer and Officer in good faith, with at least
      one-half of the Discretionary Incentive Award being determined with
      reference to Officer's general performance in the areas of legal affairs,
     

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      compliance and contract administration, and up to one-half of the
      Discretionary Incentive Award being determined with reference to specific
      goals and/or objectives to be accomplished (with reasonable percentage
      benchmarks for partial accomplishment). In determining the maximum amount
      of the Discretionary Incentive Award for any Fiscal Year, such maximum
      amount (x) shall be increased by a percentage equal to the percentage of
      any increase in Holding's reported earnings per share for the applicable
      Fiscal Year over such earnings for the preceding Fiscal Year, or (y) shall
      be decreased by a percentage equal to the percentage of any decrease in
      Holding's reported earnings per share for the applicable Fiscal Year over
      such earnings for the preceding Fiscal Year (provided that, for the
      purpose of the 1997 Fiscal Year, the maximum amount of the Discretionary
      Incentive Award shall be $150,000, regardless of the percentage increase
      or decrease in Holding's reported earnings per share for the 1997 Fiscal
      Year over such earnings for the preceding Fiscal Year). The Profitability
      Incentive Award shall be determined by calculating the amount due to be
      paid, pursuant to the Annual Incentive Plan and Incentive Matrix which is
      attached hereto as Appendix B. The aggregate incentive compensation award
      payable to Officer for any Fiscal Year shall be paid no later than thirty
      (30) days after completion of the applicable audited financial statements
      for such Fiscal Year. In the event of a material one-time charge against
      earnings by Holdings associated with Holdings' buyout of Employer as
      manager of Holdings, the earnings of Holdings shall not be decreased for
      such charge in the calculation of EPS in connection with the determination
      of Officer's base and incentive compensation hereunder. For the purpose of
      any allocation of Officer's incentive compensation pursuant to Section 2
      above, it is understood that the calculation of earnings of Holdings
      includes Holdings' equity interest in the earnings of Indy Mac.

   c. STOCK OPTIONS. 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 Holdings' 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 for such
      number of shares of Holdings' 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. 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 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 described in this Section 4(c) in respect of a Fiscal Year shall
      be granted at the same time as Holdings grants stock options to its other
      senior executives in respect of such Fiscal Year.

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      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 of 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.

   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 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"). 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.

   e. DEFERRAL OF AMOUNTS PAYABLE HEREUNDER. In the event Officer should desire
      to defer receipt of any cash payments to which he would otherwise be
      entitled hereunder, he may present such a written request to the
      Compensation Committee which, in its sole discretion, may enter into a
      separate deferred compensation agreement with Officer.

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

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      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, 2000, 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 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 Employer's disinterested directors.

   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 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 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 Subsection 5(b), which shall continue for a period of
      twelve months thereafter at the full rate of base salary in effect
      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 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

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      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, or (ii) Officer's
      conviction by a court of competent jurisdiction of a felony, or (iii)
      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 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 removal from office has become final and non-
      appealable. When the conviction of the felony or removal from office has
      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. Anything herein to the contrary notwithstanding, termination
      for Cause shall not include termination by reason of Officer's job
      performance or a job performance rating given to Officer for his job
      performance or the financial performance of Holdings or any affiliated
      company.

   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, 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 (the "Bonus Rate"); 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 Bonus Rate and (y) a
          fraction, the numerator of which is (I) the number of days elapsed
          since the end of the

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          immediately preceding Fiscal Year through the end of the Severance
          Period and (II) the denominator of which is 365, and (2) until the
          first anniversary of the 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.

     (ii) If within two (2) years after a "Change in Control" (as defined in
          Appendix C 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 two times 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 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 two years 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) breaches this Agreement in any material respect or (y)
          takes any other action which results in the diminution in Officer's
          status, title, position, authority and responsibilities other than an
          insubstantial action not taken in bad faith and which is remedied by
          Employer promptly after receipt of notice by Officer.

     (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
          280G of the Code), unless

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          Officer shall have designated otherwise, such reduction shall be
          implemented, first, by reducing any non-cash 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. Except as provided in Section 5(d)(ii) hereof, 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.

   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 Officer's employment under the provision so indicated. 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.

   g. NON-RENEWAL OF AGREEMENT. In the event that this Agreement terminates
      according to its terms on December 31, 2000, and is not renewed on terms
      mutually acceptable to Employer and Officer, such termination of Officer's
      employment pursuant to this Section 5(g) shall not affect Officer's
      entitlement to all benefits in which he has become vested or which are
      otherwise payable with respect to periods ending on or prior to his
      termination of employment, provided that, to the extent not otherwise
      vested, all outstanding stock options granted to Officer pursuant to
      Section 4(c) shall thereupon vest.

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

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   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 or Holdings, as applicable (as from
   time to time in effect) and any indemnity agreements entered into from time
   to time between Employer and Officer, Employer shall indemnify Officer and
   hold him harmless for any acts or decisions made by him in good faith while
   performing services for 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 Holdings or Indy Mac, or to any successor of
      either of them, 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 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. 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: President/Chief
      Operating Officer, 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 (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.

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   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.

   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 agrees that he will not divulge or otherwise
      disclose, directly or indirectly, any trade secret or other confidential
      information concerning the business or policies of Employer or any of its
      subsidiaries 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 subsidiaries,
      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.

   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.

   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.

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   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 one year after
          the termination of such employment for whatever reason, other than (x)
          any termination by Employer, either for Cause or other than for Cause
          or (y) resignation by Officer for Good Reason (the "Non-Compete
          Period"), he shall not, 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) 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)
              in the planning stage on such date;

          (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); 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, unless Officer shall have received the
              prior written consent of Employer.

     (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,

                                       11
<PAGE>
 
          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.

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

                                     EMPLOYER
 
 
                                     By:   \s\ Michael W. Perry
                                          ---------------------

                                     Name:  Michael W. Perry
 
                                     Title:  President and Chief Operating 
                                             Officer
 

                                     OFFICER
 
 
                                     \s\ Richard H. Wohl
                                     -------------------
 
                                     in his individual capacity

                                       12
<PAGE>
 
                                  APPENDIX A

                             ANNUAL INCENTIVE PLAN

                      1997 DISCRETIONARY INCENTIVE AWARD
                      ----------------------------------


1. Potential Discretionary Incentive Award for Legal Affairs, Compliance and
   -------------------------------------------------------------------------
   Contract Administration:  From $0 up to $75,000, based on your manager's
   -----------------------                                                 
   evaluation of your performance.

2. Potential Discretionary Incentive Award for Product Development, Seller Guide
   -----------------------------------------------------------------------------
   and Policies and Procedures:
   --------------------------- 

<TABLE>
<CAPTION>
 
                                           Maximum Potential                                  Performance Percentage:
      Goal/Objective                         Discretionary                                  Excellent/Good/Satisfactory/
      --------------                       Incentive Amount                                            Poor
                                           ----------------                                            ----
<S>                                             <C>                                           <C>
   a. Develop and implement new and             $50,000                                       100% / 75% / 50% / 0%           
      enhanced products according to plan                                                                                     
      that lead to significant volumes (8                                                                                     
      new/10 enhanced)                                                                                                        
   b. Automate Indy Mac Seller/Servicer         $15,000                                       100% / 75% / 50% / 0%           
      Guide                                                                                                                   
   c. Complete major administrative             $10,000                                       100% / 75% / 50% / 0%           
      policies and procedures, maintain and     -------
      implement electronic format                                                    
   Total:                                       $75,000                              
   -----  
</TABLE>

   The Potential Discretionary Incentive Award for Product Development, Seller
   Guide and Policies and Procedures shall be calculated by (1) multiplying (x)
   the Performance Percentage for each Goal/Objective times (y) the Maximum
                                                      -----
   Potential Discretionary Incentive Amount for such Goal/Objective, and (2)
   adding all sums determined pursuant to the preceding clause (1) for each
   Goal/Objective. The Maximum Potential Discretionary Incentive Award for
   Product Development, Seller Guide and Policies and Procedures for 1997 shall
   be $75,000.
<PAGE>
 
                                  APPENDIX B
                             ANNUAL INCENTIVE PLAN


INCENTIVE MATRIX*


                         ANNUAL INCENTIVE EARNED ($000)
<TABLE>
<CAPTION>
 
 
                                PERCENT CHANGE IN EPS OVER PRIOR YEAR
--------------------------------------------------------------------------------
                       -30%                                               30% OR
   EPS ACHIEVED      OR LESS    -20%     -10%      0%     10%     20%      MORE
------------------   -------    -----    -----    ----    ----    ----    ------
                    
<S>                  <C>        <C>      <C>      <C>     <C>     <C>     <C>
Less than $1.10            0        0        0       0       0       0         0
$1.10                   $  0    $  20    $  50    $ 80    $110    $140      $170
$1.30                     10       30       60      90     120     150       180
$1.50                     20       40       70     100     130     160       190
$1.70                     30       50       80     110     140     170       200
$1.90                     40       60       90     120     150     180       210
$2.10                     50       70      100     130     160     190       220
$2.30                     60       80      110     140     170     200       230
$2.50                     60       90      120     150     180     210       240
$2.70                     60      100      130     160     190     220       260
$2.90                     60      100      140     170     200     240       280
$3.10                     60      100      150     180     220     260       300
$3.30 or more             60      100      160     190     240     280       320
--------------------------------------------------------------------------------
 
</TABLE>

---------------------------------
* Interpolate between indicated amounts.
<PAGE>
 
                                  APPENDIX C


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 a 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
<PAGE>
 
          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 reorganization of Employer into, with or
               involving Countrywide Credit, Holdings 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 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;

          (ii) A complete liquidation or dissolution of Employer; or
<PAGE>
 
          (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 or Countrywide Credit).

Notwithstanding the foregoing, a Change in 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 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.