AMENDMENT TO BYLAWS

                  RESOLVED   that   Article  I,  Section  2  of  the  Bylaws  of
         Countrywide  Credit  Industries,  Inc.  (the  "Corporation")  is hereby
         amended to read in its entirety as follows:

                                                         "ARTICLE I
                                                      Name and Location

                  Section 2. Principal Offices

                  The principal  executive  office of the  Corporation  shall be
                  located at 4500 Park Granada Boulevard,  Calabasas, California
                  91302. The location may be changed by approval of the majority
                  of the authorized Directors."

                  RESOLVED FURTHER, That the officers of the Corporation be, and
         each of them hereby is,  authorized  and  empowered  to  execute,  file
         and/or deliver any further  documents or take any actions,  in the name
         and on behalf of the  Corporation,  as such officers may deem necessary
         or  desirable  to carry out the  intent and  purpose  of the  foregoing
         resolution.