AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT



    This Amendment No. 1 (the "First Amendment") is entered into as of
July 25,  1997 to amend  the  Restated  Employment  Agreement  (the  "Employment
Agreement")  dated  as of  March  26,  1996 by and  between  Countrywide  Credit
Industries,  Inc.,  a Delaware  corporation  ("Employer")  and Angelo R.  Mozilo
("Officer").  Capitalized  terms used herein shall have the meaning set forth in
the Employment Agreement unless otherwise defined herein.

        WHEREAS, Employer and Officer previously entered into the
         Employment Agreement; and
                  WHEREAS, Employer and Officer desire to amend the Employment 
          Agreement to make the changes described herein;

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

                  1.  A new  Section  4(h) is  hereby  added  to the  Employment
                      Agreement to read in its entirety as follows:

     (h)  Employer  shall pay to Officer  as an  additional  benefit  the sum of
          $100,000 per year in each of the fiscal years ended  February 28 (29),
          1998 through and including 2001, which amount shall be payable monthly
          in equal  installments of $8,333.33,  subject to normal withholding of
          state and federal income taxes,  provided that the installment due for
          August,  1997 shall also  include  the  installment  payments  for the
          months of March through and including July, 1997.

                  2.  Except  as so  amended,  the  Employment  Agreement  shall
              continue in full force and effect.






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

                  Countrywide Credit Industries, Inc.



                  /s/______________________________

                  Name  Sandor E. Samuels_________
                  Title    Managing Director__________



                  Officer



                  /s/_________________________________
                  Angelo R. Mozilo