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Agreement and Plan of Merger - CWM Mortgage Holdings Inc., Countrywide Asset Management Corp. and Countrywide Credit Industries Inc.

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                                   APPENDIX A
                          AGREEMENT AND PLAN OF MERGER


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                       AMONG CWM MORTGAGE HOLDINGS, INC.,
                  COUNTRYWIDE ASSET MANAGEMENT CORPORATION AND
                       COUNTRYWIDE CREDIT INDUSTRIES, INC.
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------------------------------------------------------------------------
    This Agreement and Plan of Merger (this "Agreement") dated as of January 29,
1997, is by and among CWM Mortgage Holdings,  Inc., a Delaware corporation ("CWM
REIT"),  Countrywide Asset Management Corporation, a Delaware corporation ("CAMC
Advisor"),  and  Countrywide  Credit  Industries,  Inc., a Delaware  corporation
("CCR").
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                              WITNESSETH:
  WHEREAS, the parties hereto wish to merge CAMC Advisor with and into
                                CWM REIT
pursuant to Delaware law, with CWM REIT being the surviving entity
(the "Merger"); and

    WHEREAS, Section 251 of the General Corporation Law of the State of
Delaware, 8              Del.C. (S) 101, et seq. (the "DGCL"),
authorizes the merger of a Delaware
corporation with and into another Delaware corporation; and

    WHEREAS,  CWM REIT's  Certificate of  Incorporation  and Bylaws permit,  and
resolutions adopted by a majority of CWM REIT's independent directors and by the
CWM REIT Board of Directors  authorize,  this Agreement and the  consummation of
the Merger,  and as provided  herein,  this  Agreement  will be submitted to the
stockholders of CWM REIT for approval; and

    WHEREAS,  CAMC Advisor's Certificate of Incorporation and Bylaws permit, and
resolutions  adopted by CAMC  Advisor's  Board of Directors and CCR (as the sole
shareholder of CAMC Advisor),  respectively,  authorize,  this Agreement and the
consummation of the Merger; and

    WHEREAS,  for federal  income tax  purposes,  it is intended that the Merger
qualify as a reorganization within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended (the "Code");

  NOW, THEREFORE, for good and valuable consideration, the receipt of
                                which is
hereby acknowledged, the parties to this Agreement covenant and agree
as follows:



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                                TABLE OF CONTENTS
                                                                        Page
                                                                        ----
                               ARTICLE 1

                              DEFINITIONS

1.1 Terms Defined in this Section....................................   A-2 
1.2 Terms Defined in Section  5.7....................................   A-5

                               ARTICLE 2

                               THE MERGER

2.1 The Merger, Surviving Corporation................................   A-5
2.2 Closing..........................................................   A-5
2.3 Effective Time...................................................   A-5
2.4 Effect of the Merger.............................................   A-5

                               ARTICLE 3

                       THE SURVIVING CORPORATION

3.1 Name.............................................................  A-5 
3.2 Certificate of Incorporation and Bylaws..........................  A-5 
3.3 Officers and Directors...........................................  A-6

                               ARTICLE 4

                MERGER CONSIDERATION; CONVERSION OR CANCELLATION
                                       OF
                     CAMC ADVISOR COMMON STOCK; ADJUSTMENTS

4.1 Share Consideration; Conversion or Cancellation of CAMC Shares...  A-6 
4.2 Payment for CAMC Shares in the Merger............................  A-6 
4.3 Fractional CAMC Shares...........................................  A-7 
4.4 Transfer of CAMC Shares..........................................  A-7 
4.5 Lost, Stolen or Destroyed Certificates...........................  A-7 
4.6 Indemnification..................................................  A-7
4.7 Further Assurances...............................................  A-9


                               ARTICLE 5

         REPRESENTATIONS AND WARRANTIES REGARDING CAMC ADVISOR

5.1 Organization, Etc. of CAMC Advisor...............................  A-9 
5.2 Partnerships; Subsidiaries.......................................  A-9 
5.3 Agreement........................................................  A-9
5.4 Capital Stock....................................................  A-9 
5.5 Litigation.......................................................  A-9
5.6 Compensation and Employee Matters................................  A-9 
5.7 Employee Benefit Plans...........................................  A-9 
5.8 Taxes............................................................ A-13

                                       A-i



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                                                               Page ----
5.9  Intellectual Property.......................................... A-13
5.10 No Material Adverse Change..................................... A-14
5.11 Financial Statements........................................... A-14
5.12 Books and Records.............................................. A-14 
5.13 Proxy Statement................................................ A-14 
5.14 Contracts and Leases........................................... A-14 
5.15 Real Property.................................................. A-14


                                    ARTICLE 6


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------------------------------------------------------------------------
                                REPRESENTATIONS AND WARRANTIES
REGARDING CCR
------------------------------------------------------------------------
6.1  Power and Authority.................................... A-15 
6.2  Agreement.............................................. A-15
6.3  Foreign Person......................................... A-15 
6.4  No Withholding......................................... A-15 
6.6  Brokers and Finders.................................... A-15 
6.7  Securities Act Representations......................... A-15

                               ARTICLE 7
               REPRESENTATIONS AND WARRANTIES OF CWM REIT

7.1  Organization, Etc. of CWM REIT......................... A-16 
7.2  Capital Stock.......................................... A-16 
7.3  Authorization for CWM Common Stock..................... A-17 
7.4  Brokers and Finders.................................... A-17 
7.5  SEC Reports and Financial Statements................... A-17 
7.6  Information............................................ A-18 
7.7  Books and Records...................................... A-18 
7.8  Litigation............................................. A-18 
7.9  General................................................ A-18
7.10

                               ARTICLE 8
                        COVENANTS OF THE PARTIES
8.1  Maintenance of Business, Prohibited Acts............... A-19 
8.2  Officers and Employees................................. A-20 
8.3  Significant Business Line.............................. A-20 
8.4  Meeting of Stockholders................................ A-20 
8.5  Proxy Materials........................................ A-20 
8.6  Fillings, Other Action................................. A-21 
8.7  Access to Information.................................. A-21 
8.8  Management Fee Adjustment.............................. A-21 
8.9  Intellectual Property Rights........................... A-22 
8.10 Tax Matters............................................ A-22 
8.11 Covenant Not to Compete, Continuing Arrangements Etc... A-24 
8.12 Reorganization......................................... A-24
                                      A-ii



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                                                                            Page
                                                                            ----
8.13 Public Statements..................................................... A-25
8.14 Letter of CAMC Advisor's Accountants.................................. A-25
8.15 Employee Matters...................................................... A-25
8.16 Notice of Certain Events.............................................. A-27
8.17 Director and Officer Indemnification.................................. A-27
8.18 Further Action........................................................ A-28
8.19 Books and Records..................................................... A-28
8.20 Restrictions on Resale of Share Consideration......................... A-28
8.21 CAMC Advisor Shareholder Approval..................................... A-28
8.22 Waiver of Limitations on Percentage Ownership......................... A-28
8.23 Delivery of Certain Financial Statements.............................. A-28
8.24 Distributions......................................................... A-28
8.25 Sales and Use Taxes, Etc.............................................. A-29


                               ARTICLE 9

                        CONDITIONS TO THE MERGER

9.1  Conditions to Each Party's
Obligations.............................................................. A-29
(a) CWM REIT Stockholder Approval........................................ A-29
(b) HSR Act.............................................................. A-29
(c) No Injunction or Proceedings......................................... A-29 
(d) No Suspension of Trading, Etc........................................ A-29 
(e) Registration Rights Agreement........................................ A-29 
(f) Cooperation Agreement................................................ A-29 
(g) Employment Contract.................................................. A-30 
(h) Physical Facility.................................................... A-30
         
         
9.2  Conditions to Obligations of CCR and CAMC 
Advisor to Effect the Merger............................................. A-30 

9.3  Conditions to Obligation of CWM REIT to Effect the Merger........... A-30


                               ARTICLE 10

                     TERMINATION; AMENDMENT; WAIVER

10.1 Termination by Mutual Consent....................................... A-31 
10.2 Termination by Either CWM REIT or CAMC Advisor...................... A-31 
10.3 Effect of Termination and Abandonment............................... A-32 
10.4 Amendment........................................................... A-32 
10.5 Waiver.............................................................. A-32



                               ARTICLE 11

                             MISCELLANEOUS

11.1 Expenses............................................................ A-32 
11.2 Notices, Etc........................................................ A-32
11.3 Survival............................................................ A-33 
11.4 No Assignment....................................................... A-34 
11.5 Entire Agreement.................................................... A-34 
11.6 Specific Performance................................................ A-34

                                      A-iii



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                                      Page
                                      ----

11.7  Remedies Cumulative............ A-34 
11.8  No Waiver...................... A-34
11.9  No Third-Party Beneficiaries... A-34 
11.10 Jurisdiction and Venue......... A-34 
11.11 Governing Law.................. A-34
11.12 Name, Captions, Etc............ A-34 
11.13 Severability................... A-34 
11.14 Counterparts................... A-35 
11.15 Gender; Number................. A-35 
11.16 Ambiguities.................... A-35

                                      A-iv



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                               ARTICLE 1
                              DEFINITIONS
   1.1 Terms Defined in this Section. As used in this Agreement, the
                               following
terms shall have the respective meanings set forth below:

    "Affiliate": As defined in Rule 12b-2 under the Exchange Act.
    "Agreement": As defined in the preamble.
    "Authorization": Any consent, approval or authorization of,
expiration or termination of any waiting period requirement  (including pursuant
to the HSR Act) by,  or  filing,  registration,  qualification,  declaration  or
designation with, any Governmental Body.
    "Business Combination": As defined in Section 4.1(a).
    "Business Day": means any day, other than a Saturday or Sunday,
that is neither a legal  holiday  nor a day on which  banking  institutions  are
authorized  or required by law,  regulation  or executive  order to close in The
City of New York or in Los Angeles, California.
    "CAMC Advisor": As defined in the preamble.
  "CAMC Advisor Common Stock": CAMC Advisor's common stock, $0.10 par
                                 value.
    "CAMC Advisor Disclosure Schedule": As defined in Article 5.


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    "CAMC Advisor Financial Statements": As defined in Section 5.11.
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    "CAMC Shares": As defined in Section 4.1(a).
    "CCR": As defined in the preamble.
    "CCR DB Plan": As defined in Section 8.15(a).
    "CWM Common Stock": CWM REIT's common stock, par value $.01 per share.
    "CWM REIT": As defined in the preamble.
    "CWM REIT DB Plan": As defined in Section 8.15(a).
    "CWM  REIT  E&P  Committee":  A  Committee  consisting  of no more  than six
employees of, or advisors to, CWM REIT to be  designated by the chief  operating
officer of CWM REIT.


    "CWM REIT 401(k) Plan": As defined in Section 8.15(b).


    "CWM REIT Stockholders Meeting": As defined in Section 8.4.


     "Certificate  of Merger":  The  certificate  of merger with  respect to the
Merger  containing the provisions  required by, and executed in accordance with,
DGCL Section 251.


    "Certificates": As defined in Section 4.l(b).


     "Change of  Control":  As defined in the CCR 1993  Stock  Option  Plan,  as
amended and restated as of March 27, 1996,  without  reference to any subsequent
amendments, modifications or alterations thereof.

    "Closing": The closing of the Merger.

                                       A-2



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    "Closing Date": The date on which the Closing occurs.
    "Code": As defined in the Recitals.
    "Cooperation Agreement": As defined in Section 9.1(f).
    "DGCL": As defined in the Recitals.
    "Damages": Any loss, liability, damage, Tax, demand, claim, action, judgment
or cause of action, assessment, cost, obligation or expense (including,  without
limitation, interest, penalties, reasonable costs of investigation,  defense and
prosecution  of litigation  and reasonable  attorneys'  and  accountants'  fees)
incurred  by CWM REIT or CCR,  as the  case may be,  subject  in all  events  to
Section 4.6(f).
    "Dean Witter": Dean Witter Reynolds Inc.
    "Effective Time": As defined in Section 2.3.
    "Estimated Transfer Amount": As defined in Section 8.15(b).
    "Exchange":  Each national  securities exchange (as defined in Section 12(b)
of the Exchange  Act) upon which the CWM Common Stock is then listed for trading
and/or quotation  system on which the CWM Common Stock is then quoted,  which on
the date of this Agreement is the New York Stock Exchange.


    "Exchange Act": The Securities Exchange Act of 1934, as amended.

     "February  29 Balance  Sheet":  The audited  balance  sheet of CAMC Advisor
dated February 29, 1996.

     "Governmental Body": Any federal, state,  municipal,  political subdivision
or  other  governmental  department,   commission,   board,  bureau,  agency  or
instrumentality, domestic or foreign.

     "HSR Act": The  Hart-Scott-Rodino  Antitrust  Improvements  Act of 1976, as
amended. "Indemnified Party": As defined in Section 4.6(c).


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               "Indemnifying Party": As defined in Section 4.6(c).
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    "Indy Mac": Independent National Mortgage Corporation.
"Indy Mac Charter Amendment": As defined in Section 8.11(e).
    "Intellectual Property Rights": All intellectual property rights referred to
in the letter,  dated the date  hereof,  from CWM REIT to CCR and CAMC  Advisor,
including patents, patent applications,  trademarks,  trademark applications and
registrations,  service  marks,  service mark  applications  and  registrations,
tradenames,  tradename  applications and  registrations,  copyrights,  copyright
applications  and  registrations,  licenses,  logos,  corporate and  partnership
names, and customer lists, proprietary processes,  formulae,  inventions,  trade
secrets,  know-how,  development  tools and other  proprietary  rights,  and all
documentation  and media  constituting,  describing  or  relating  to the above,
including,  but  not  limited  to,  manuals,  memoranda,   know-how,  notebooks,
software, records and disclosures.


    "Knowledge":  The terms "knowledge" and "aware" and any derivatives  thereof
when  applied to any party to this  Agreement  shall refer to the  knowledge  or
awareness, as the case may be, which such party or, if applicable,  any director
or executive  officer  thereof  has, or  reasonably  should have had,  after due
inquiry of the other  officers and employees of such party;  provided,  however,
for the purposes of determining whether CCR or CAMC Advisor is in breach of any


<PAGE>


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awareness  of CCR or CAMC  Advisor,  no such breach shall exist if a director or
senior officer of CWM REIT
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<PAGE>



(other than David S. Loeb or Angelo R. Mozilo) has knowledge or awareness of the
facts or  circumstances  which  would  otherwise  constitute  such  breach;  and
provided,  further for the purposes of determining whether CWM REIT is in breach
of any  representation or warranty  hereunder which is based on the knowledge or
awareness  of CWM REIT,  no such  breach  shall  exist if a  director  or senior
officer of CCR has  knowledge or awareness of the facts or  circumstances  which
would otherwise constitute such breach.

    "Management Agreement":  The Amended and Extended Management Agreement dated
as of June 1, 1996 by and between CWM REIT and CAMC  Advisor,  as amended by the
First  Amendment to 1996 Amended and Extended  Management  Agreement dated as of
July 25, 1996, by and between such parties.
     "Material  Adverse Effect":  As to any Person, a material adverse effect on
the business,  properties,  operations or condition (financial or other) of such
Person.
    "Merger": As defined in the Recitals.
    "Merrill Lynch": Merrill Lynch, Pierce, Fenner & Smith Incorporated
     "Person":  Any  individual or  corporation,  company,  partnership,  trust,
incorporated or unincorporated association, joint venture or other entity of any
kind.
    "Pre-Closing  Market  Value":  The  per-share  value of the CWM Common Stock
based on the average sale price thereof for the 10 Business Days next  preceding
the Closing Date,  using for each such Business Day the last reported sale price
on the New York Stock Exchange.
    "Proxy Statement": As defined in Section 8.5.
    "Quarterly Financial Statements": As defined in Section 7.6(c).
    "Registration Rights Agreement": That certain agreement between CCR and CWM
     REIT to be  entered  pursuant  to and in  accordance  with  Section  9.1(e)
hereof. "Savings Participants": As defined in Section 8.15(b).

<PAGE>


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                 "SEC": The Securities and Exchange Commission.
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    "SEC Reports": As defined in Section 7.6.
     "Securities   Act":  The  Securities  Act  of  1933,  as  amended.   "Share
Consideration": As defined in Section 4.1(a).
"Special Committee": The Special Committee of the three independent members
     of the Board of  Directors  of CWM  REIT,  appointed  specifically  for the
purpose of  negotiating  the terms of any proposed  merger with CAMC Advisor and
any alternatives to such transaction and to make recommendations to the CWM REIT
Board of Directors and stockholders with respect to same.

   "Special Purchase Rights": As defined in the Registration Rights Agreement.

    "Stock": As defined in Section 8.15(b).

    "Subsidiary":  As to any  Person,  any other  Person of which at the time of
determination the first Person owns or controls directly or indirectly more than
50% of the outstanding  common stock;  provided,  however,  that for purposes of
this  term  whenever  used in this  Agreement,  Indy Mac shall be deemed to be a
Subsidiary of CWM REIT and not a Subsidiary of CCR.

     "Tax" or "Taxes":  All  federal,  state,  local,  non-U.S.  and other taxes
imposed by or on behalf of any Governmental Body, including, without limitation:
(i)


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          net income, gross income, gross receipts, sales, use, ad A-4
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valorem,  transfer,  franchise,  profits,  license, lease, service, service use,
withholding,  payroll,  employment,   unemployment,  excise,  severance,  stamp,
occupation, premium, real and personal property, gift or windfall profits taxes,
(ii) customs or duties and (iii) all other taxes,  fees,  assessments or charges
of any kind whatever, together with any interest and any penalties, additions to
tax, supplemental or retroactive  assessments or additional amounts with respect
thereto.

    "Tax Matter": As defined in Section 8.10(c).
     "Tax Return": Any return, declaration of estimated tax, tax report, customs
declaration,  claim for refund or  information  return or statement  relating to
Taxes, including any amendment thereto.
    "Transfer Amount": As defined in Section 8.15(b).
    "Transferring Employees": As defined in Section 8.15(a).
    1.2 Terms Defined in Section 5.7.  Capitalized  terms defined in Section 5.7
shall have the respective  meanings set forth therein  whenever such capitalized
terms appear in this Agreement.
                                    ARTICLE 2
                                   THE MERGER

    2.1 The Merger,  Surviving Corporation.  Subject to the terms and conditions
set forth in this Agreement,  at the Effective Time CAMC Advisor shall be merged
with and into CWM REIT  pursuant  to Section 251 of the DGCL,  and the  separate
existence  of  CAMC  Advisor  shall  cease.  CWM  REIT  shall  be the  surviving
corporation in the Merger and shall continue to be governed by the DGCL.
    2.2 Closing.  Subject to Article 10 hereof and the  fulfillment or waiver of
the  conditions  set forth in Article 9, the Closing shall take place at (i) the
offices of Brown & Wood LLP,  One World Trade  Center,  New York,  New York,  at
10:00  a.m.  New York City  time,  on the  second  business  day  following  the
fulfillment  or waiver of the  conditions  set  forth in  Article 9 (other  than
conditions which by their nature are intended to be fulfilled at the Closing) or
(ii)  such  other  place or time or on such  other  date as CWM REIT and CCR may
agree  or as may be  necessary  to  permit  the  fulfillment  or  waiver  of the
conditions set forth in Article 9.
     2.3 Effective  Time.  In accordance  with Sections 251 and 103 of the DGCL,
the Merger shall become effective (the "Effective Time") upon the filing of a
Certificate  of Merger with the Secretary of State of the State of Delaware,  or
at such later time,  not later than five  business  days  thereafter,  as may be
specified in the Certificate of Merger. For Tax purposes, the parties agree that
the  Effective  Time shall be deemed to occur after the close of business on the
date on which the Effective Time occurs, and neither party shall take a position
inconsistent  therewith,  except as may be required by law. All other filings or
recordings  required by Delaware law in connection with the Merger shall also be
made.

                              
                                    ARTICLE 3

                            THE SURVIVING CORPORATION

     3.1  Name.  The name of the  surviving  corporation  shall be CWM  Mortgage
Holdings,  Inc. or such other name as may be approved by the stockholders of CWM
REIT.

     3.2   Certificate  of   Incorporation   and  Bylaws.   The  Certificate  of
Incorporation

<PAGE>


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and  Bylaws of CWM REIT as in effect  immediately  prior to the  Effective  Time
shall be the  Certificate  of  Incorporation  and Bylaws of CWM REIT  unless and
until amended in accordance with their terms and applicable law.
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                                       A-5



<PAGE>



    3.3  Officers  and  Directors.  Except  as  otherwise  contemplated  by this
Agreement,  the officers of CWM REIT  immediately  prior to the  Effective  Time
shall  continue  as  officers  of CWM  REIT  and  remain  officers  until  their
successors are duly appointed or their prior resignation,  removal or death. The
directors of CWM REIT immediately  prior to the Effective Time shall continue as
directors of CWM REIT and shall remain directors until their successors are duly
elected and qualified or their prior resignation, removal or death.

                                    ARTICLE 4
               MERGER CONSIDERATION; CONVERSION OR CANCELLATION OF
                     CAMC ADVISOR COMMON STOCK; ADJUSTMENTS

    4.1 Share Consideration; Conversion or Cancellation of CAMC Shares.

     (a) Subject to the provisions of this Article 4, at the Effective  Time, by
virtue of the Merger and without any action by holders thereof, all of the
shares of CAMC Advisor Common Stock issued and outstanding  immediately prior to
the Effective Time (collectively,  the "CAMC Shares") shall be converted into an
aggregate of 3,597,122  shares of CWM Common  Stock,  subject to  adjustment  in
accordance  with  Section  4.1(c)  (the  "Share  Consideration").  Prior  to the
Effective  Time, CWM REIT will not split or combine the CWM Common Stock, or pay
a stock dividend or other stock  distribution  in shares of CWM Common Stock, or
in rights or securities  exchangeable or convertible into or exercisable for CWM
Common Stock, or otherwise change the CWM Common Stock into, or exchange the CWM
Common  Stock for,  any other  securities  (whether  pursuant to or as part of a
merger,   consolidation,   acquisition   of  property   or  stock,   separation,
reorganization  or  liquidation  of CWM  REIT as a  result  of  which  CWM  REIT
stockholders  receive  cash,  stock or other  property  in  exchange  for, or in
connection  with,   their  CWM  Common  Stock  (a  "Business   Combination")  or
otherwise), or make any other dividend or distribution on or of CWM Common Stock
(other than regular  monthly or quarterly  cash dividends paid on the CWM Common
Stock or any distribution  pursuant to CWM REIT's dividend  reinvestment  plan),
without the parties  hereto  having  first  entered  into an  amendment  to this
Agreement pursuant to which the Share  Consideration will be adjusted to reflect
such split, combination, dividend, distribution, Business Combination or change.

    (b) All CAMC Shares to be converted  into CWM Common Stock  pursuant to this
Section 4.1 shall  cease to be  outstanding,  shall be canceled  and retired and
shall cease to exist,  and CCR, as the holder of a certificate  or  certificates
representing  such CAMC Shares (a  "Certificate"  or the  "Certificates")  shall
thereafter cease to have any rights with respect to such CAMC Shares, except the
right  to  receive  for all of the  CAMC  Shares,  upon  the  surrender  of such
Certificates  in  accordance  with Section  4.2, the CWM Common Stock  specified
above and cash in lieu of fractional  shares of CWM Common Stock as contemplated
by Section 4.3.

     (c) The Share Consideration shall be calculated and adjusted as follows:
    (i) In the event that the Pre-Closing  Market Value is less than $19.46, the
Share  Consideration shall be adjusted and increased to that number of shares of
CWM Common Stock that is determined by dividing  $70,000,000 by the  Pre-Closing
Market  Value,  subject to the  termination  provisions  of  Section  10.2(c)(i)
hereof.

    (ii) In the event that the Pre-Closing Market Value is more than $22.24, the
Share  Consideration shall be adjusted and decreased to that number of shares of
CWM Common Stock that is determined by dividing  $80,000,000 by the  Pre-Closing
Market  Value,  subject to the  termination  provisions  of  Section  10.2(c)(i)
hereof.

     (d) At the  Effective  Time, by virtue of the Merger and without any action
by holders thereof, all of the shares of CWM REIT Common Stock issued and
<PAGE>


     
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     outstanding immediately prior to the Effective Time shall remain issued and
outstanding.
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     4.2 Payment for CAMC Shares in the Merger.  At or after the Effective Time,
upon surrender by CCR of its Certificates for cancellation to CWM REIT, together
with any other required documents, CCR shall receive A-6


<PAGE>



for the CAMC Shares represented by such Certificates (i) the Share Consideration
and (ii) cash in lieu of fractional  shares of CWM Common Stock as  contemplated
by Section 4.3, and the Certificates so surrendered shall forthwith be canceled.
Until  surrendered,  the  outstanding  Certificates  shall,  upon and  after the
Effective Time, be deemed for all purposes (other than to the extent provided in
the  following  sentence)  to evidence  ownership of the number of shares of CWM
Common Stock into which such CAMC Shares have been converted pursuant to Section
4.1 hereof and the other rights contemplated in the preceding sentence.

     4.3 Fractional CAMC Shares.  No fractional shares of CWM Common Stock shall
be issued in the Merger. In lieu of any such fractional securities, CCR will be
paid an amount in cash (without  interest) equal to the Pre-Closing Market Value
of one share of CWM Common Stock, multiplied by such fraction.

    4.4 Transfer of CAMC  Shares.  (a) No transfers of CAMC Shares shall be made
on the stock  transfer  books of CAMC Advisor after the date of this  Agreement,
and (b) CCR  agrees  not to  transfer  any CAMC  Shares  after  the date of this
Agreement and before the Closing Date.
    4.5 Lost,  Stolen or Destroyed  Certificates.  In the event any  Certificate
shall have been lost, stolen or destroyed,  upon receipt of an affidavit of that
fact  from  CCR  and  if  reasonably   satisfied  that  adequate  provision  for
indemnification  has been made,  CWM REIT will issue in exchange  for such lost,
stolen or  destroyed  Certificate  shares of CWM Common  Stock,  cash in lieu of
fractional  shares,  and unpaid  dividends  and  distributions  on shares of CWM
Common Stock as provided in Section 4.2, deliverable in respect thereof pursuant
to this Agreement.
    4.6 Indemnification.
    (a) Subject to Section  11.3,  CCR agrees to indemnify and hold harmless CWM
REIT and its directors,  officers,  employees,  affiliates, agents and permitted
assigns,  without  duplication,  from  and  against:  (i) any  and  all  Damages
(excluding  those items referred to in subsection  (ii) of this Section  4.6(a))
asserted against,  imposed upon or incurred or suffered by any of them, directly
or  indirectly,  as a result of, or based upon or arising from any inaccuracy in
or  breach  or  non-fulfillment  of any of the  representations,  warranties  or
covenants or agreements made by CAMC Advisor or CCR in this Agreement;  (ii) (A)
any Taxes payable by or on behalf of CAMC Advisor for any taxable  period ending
on or  prior  to  the  Effective  Time,  including  Taxes  of  any  member  of a
consolidated or combined tax group of which CAMC Advisor is, or was at any time,
part,  for which CAMC Advisor is jointly or severally  liable as a result of its
inclusion in such group prior to the Effective Time, (B) any claim or demand for
reimbursement or indemnification  resulting from any transfer of tax benefits or
credits by CAMC Advisor to any other  person,  and (C) any Taxes  payable by CWM
REIT as a result of any breach of any  representation  or warranty  contained in
Section 5.8; and (iii)(A) except for liabilities  (including liabilities arising
under Title IV of ERISA or Section 412 of the Code) assumed by CWM REIT pursuant
to Section  8.15,  any Damages  arising out of or relating to any Employee  Plan
maintained  or  sponsored  by CCR or any  ERISA  Affiliate  and (B) any  Damages
(including  liabilities  arising  under  Title IV of ERISA or Section 412 of the
Code) relating to or arising out of any employee  benefit plan maintained by CCR
or any ERISA Affiliate which is not an Employee Plan.
    (b) Subject to Section 11.3,  CWM REIT agrees to indemnify and hold harmless
CCR and its directors,  officers,  employees,  affiliates,  agents and permitted
assigns,  without  duplication,  from and against  any and all Damages  asserted
against,  imposed  upon or  incurred  or  suffered  by any of them,  directly or
indirectly,  as a result of, or based upon or arising from (i) any inaccuracy in
or  breach  or  non-fulfillment  of any of the  representations,  warranties  or
covenants or agreements  made by CWM REIT in this Agreement or (ii)  termination
or any change in employment status,  compensation or benefits by CWM REIT of any
employees employed by CAMC Advisor at the time of Closing.
     (c) Except with  respect to matters  addressed  in Section  8.10(c),  which
matters shall be governed  solely by such  Section,  if any action or proceeding
(including any governmental  investigation) shall be brought or asserted against
a party hereto (or its  officers,  directors,  trustees or agents) or any person
controlling  such party in respect of which indemnity is required from the other
party hereunder (such party to whom indemnification is required
                                       A-7



<PAGE>



is  referred  to herein as the  "Indemnified  Party;"  the party  from whom such
indemnification is required is referred to herein as the "Indemnifying  Party"),
the  Indemnifying  Party  shall  assume  the  defense  thereof,   including  the
employment of counsel  reasonably  satisfactory  to the Indemnified  Party,  and
shall  assume the payment of all  expenses.  The  Indemnified  Party or any such
officer, director,  trustee, agent or controlling person shall have the right to
employ separate counsel  (approved by the Indemnified  Party) in any such action
and to  participate  in the defense  thereof,  but the fees and expenses of such
counsel  shall be at the  expense  of the  Indemnified  Party  or such  officer,
director, trustee, agent or controlling person unless (i) the Indemnifying Party
shall have failed to assume the defense of such action or proceeding  and employ
counsel  reasonably  satisfactory to the Indemnified Party in any such action or
proceeding or (ii) the named parties to any such action or proceeding (including
any  impleaded  parties)  include both the  Indemnified  Party or such  officer,
director,  trustee,  agent or controlling person and the Indemnifying Party, and
the Indemnified Party or such officer,  director,  trustee, agent or controlling
person  shall have been  advised by counsel  that there may be one or more legal
defenses  available  to it  which  are  different  from or  additional  to those
available to the Indemnifying  Party (in which case, if the Indemnified Party or
such  officer,  director,  trustee,  agent or  controlling  person  notifies the
Indemnifying  Party in writing that it elects to employ separate  counsel at the
expense of the Indemnifying  Party,  the  Indemnifying  Party shall not have the
right to  assume  the  defense  of such  action or  proceeding  on behalf of the
Indemnified  Party or such  officer,  director,  trustee,  agent or  controlling
person, it being understood,  however, that the Indemnifying Party shall not, in
connection with any one such action or proceeding or separate but  substantially
similar or related actions or proceedings in the same  jurisdiction  arising out
of the same general  allegations  or  circumstances,  be liable for the fees and
expenses  of more than one  separate  firm of  attorneys  (together  with  local
counsel)  at any time for the  Indemnified  Party and its  officers,  directors,
trustees,  agents and  controlling  persons,  which firm shall be  designated in
writing by the Indemnified  Party).  The Indemnifying  Party shall not be liable
for any  settlement  of any such  action  or  proceeding  effected  without  the
Indemnifying  Party's written consent,  but if settled with its written consent,
or if  there  be a final  judgment  for the  plaintiff  in any  such  action  or
proceeding,  the  Indemnifying  Party agrees to indemnify  and hold harmless the
Indemnified Party and its officers, directors,  trustees, agents and controlling
person from and against any loss or liability  (to the extent  stated  above) by
reason of such settlement or judgment.

     (d) (i) The obligations of CCR pursuant to Section 4.6 (a)(i) shall survive
the  Closing if and to the extent  that the  related  representation,  warranty,
covenant or  agreement  survives  the Closing as provided in Section  11.3.  The
obligations  of CCR pursuant to Section 4.6 (a)(ii) and (iii) shall  survive the
Closing,  but shall  terminate upon the expiration of the applicable  statute of
limitations with respect to the matters covered thereby.

     (ii) The  obligations  of CWM REIT  pursuant  to  Section  4.6(b)(i)  shall
survive  the  Closing  if and to the  extent  that the  related  representation,
warranty,  covenant  or  agreement  survives  the Closing as provided in Section
11.3. The obligations of CWM REIT pursuant to Section  4.6(b)(ii)  shall survive
the Closing,  but shall terminate upon the expiration of the applicable  statute
of limitations with respect to the matters covered thereby.

    (e) (i) Notwithstanding anything in this Section 4.6 to the contrary, to the
extent  indemnification for any inaccuracy in or breach of any representation or
warranty  in  Section  5, 6 or 7, as the case may be,  is sought  under  Section
4.6(a)(i) or Section 4.6(b)  hereof,  CCR or CWM REIT, as the case may be, shall
be required to provide  indemnification  only to the extent the aggregate amount
of Damages  arising  under  Section  4.6(a)(i)  or  4.6(b),  as the case may be,
exceeds $500,000.

    (ii)  Notwithstanding  anything in Section  4.6(a)(i) to the  contrary,  the
aggregate  amount  payable by CCR with  respect  to any  Damages  under  Section
4.6(a)(i) for any inaccuracy in or breach of any representation or warranty in


<PAGE>


--------------------------------------------------------------------------------
Section  5 or 6 shall  not  exceed  $15,000,000  (excluding  for such  purposes,
however, any Damages arising out of the breach of any of the representations and
warranties contained in Sections 5.7, 5.8 and 5.13).
--------------------------------------------------------------------------------
    (iii)  Notwithstanding  anything  in  Section  4.6(b) to the  contrary,  the
aggregate  amount of Damages  payable by CWM REIT with respect to Damages  under
Section 4.6(b) for any inaccuracy in or breach of any representation or warranty
in Section 7 shall not exceed $15,000,000 (excluding for such purposes, however,
any Damages  with respect to the  representations  and  warranties  contained in
Sections 7.7 and 7.10).
                                       A-8



<PAGE>



    (f) In case any event shall occur which would otherwise entitle any party to
assert any claim for  indemnification  hereunder,  no Damages shall be deemed to
have  been  sustained  by such  party to the  extent of (i) the value of any tax
savings actually realized or to be realized  (including savings  attributable to
an  increase in the tax basis of an asset held by such party) by such party with
respect  thereto or (ii) any proceeds  received by such party from any insurance
policies  with respect  thereto,  net of any increase in premiums or other costs
associated with such insurance recovery.
    (g) The indemnification provisions of this Section 4.6 shall be the sole and
exclusive  remedy of the parties  against one another  with respect to any money
damages under this Agreement.
    (h) Anything to the contrary  contained in this  Agreement  notwithstanding,
(i) CCR shall have no  obligation  to  indemnify  CWM REIT for any  Damages as a
result of CWM REIT failing to be treated as a real estate investment trust under
the Code, unless such failure was solely a result of the breach by CCR of any of
its  obligations  under  Section  8.10(c)  of this  Agreement  and the remedy of
specific  performance  with respect thereto would not provide adequate relief to
CWM REIT,  and (ii) CWM REIT shall have no  obligation  to indemnify CCR for any
Damages as a result of the Merger failing to qualify as a  reorganization  under
Code  Section  368(a),  unless such failure was solely a result of the breach by
CWM  REIT  of any  of its  obligations  under  Sections  7.10  and  8.3 of  this
Agreement.
    4.7 Further Assurances. If at any time CWM REIT shall consider or be advised
that any further  assignment,  conveyance or assurance is necessary or advisable
to vest,  perfect or confirm of record in CWM REIT the title to any  property or
right of CAMC  Advisor,  or otherwise to carry out the  provisions  hereof,  the
proper  representatives  of CCR or CAMC Advisor as of the  Effective  Time shall
execute and deliver any and all proper deeds, assignments and assurances, and do
all  things  necessary  and  proper to vest,  perfect  or  convey  title to such
property or right in CWM REIT and otherwise to carry out the provisions hereof.

                                    ARTICLE 5
              REPRESENTATIONS AND WARRANTIES REGARDING CAMC ADVISOR

    CAMC Advisor and CCR hereby  jointly and severally  represent and warrant to
CWM REIT that, except as set forth in the disclosure  schedule delivered by CAMC
Advisor  and CCR to CWM REIT on the date hereof  (the "CAMC  Advisor  Disclosure
Schedule") as of the date hereof:
    5.1 Organization,  Etc. of CAMC Advisor.  CAMC Advisor is a corporation duly
incorporated,  validly existing and in good standing under the laws of the State
of Delaware and has all requisite  corporate  power and authority to own,  lease
and operate its  properties,  to carry on its business as now  conducted by CAMC
Advisor,  to enter into this  Agreement and to carry out the  provisions of this
Agreement and consummate the transactions  contemplated  hereby. CAMC Advisor is
duly qualified and in good standing in each  jurisdiction  in which the property
owned,  leased or operated by it or the nature of the  business  conducted by it
makes such qualification necessary, except where the failure to so qualify or to
be in good standing has not had or would not have a Material  Adverse  Effect on
CAMC  Advisor.  True  and  correct  copies  of  CAMC  Advisor's  Certificate  of
Incorporation and Bylaws have been made available to CWM REIT.
     5.2   Partnerships;   Subsidiaries.   CAMC  Advisor  is  not,  directly  or
indirectly,  a partner in any partnership.  CAMC Advisor does not have, directly
or indirectly, any Subsidiaries.
    5.3  Agreement.  This  Agreement and the  consummation  of the  transactions
contemplated hereby have been approved by the Board of Directors of CAMC Advisor
and have been duly  authorized by all other  necessary  corporate  action on the
part of CAMC Advisor including the written consent of CCR, as sole


<PAGE>


--------------------------------------------------------------------------------
     stockholder.  This Agreement has been duly executed and delivered by a duly
authorized officer of CAMC Advisor and constitutes a valid and binding agreement
of CAMC Advisor,  enforceable against CAMC Advisor in accordance with its terms,
except as may be limited by applicable bankruptcy,  insolvency,  reorganization,
moratorium  and other  similar laws of general  application  that may affect the
enforcement of creditors' rights generally and by general
--------------------------------------------------------------------------------
                                       A-9


<PAGE>



equitable principles and except to the extent that public policy  considerations
may limit the enforcement of  indemnification  of obligations.  CAMC Advisor has
delivered  to CWM REIT true and  correct  copies of  resolutions  adopted by the
Board of  Directors  of CAMC  Advisor  and  CCR,  respectively,  approving  this
Agreement and the transactions contemplated hereby.

    5.4 Capital Stock. The authorized  capital stock of CAMC Advisor consists of
10,000 shares of common stock,  of which 10,000 shares are outstanding as of the
date hereof.  All outstanding  shares of such common stock are duly  authorized,
validly issued,  fully paid and nonassessable,  and no class of capital stock of
CAMC Advisor is entitled to preemptive or similar rights.  There are outstanding
on the date hereof no options, warrants, calls, rights, commitments or any other
agreements  of any character to which CAMC Advisor is a party or by which it may
be bound, requiring it to issue, transfer, sell, purchase, redeem or acquire any
shares  of  capital  stock  or  any  securities  or  rights   convertible  into,
exchangeable  for or evidencing the right to subscribe for or acquire any shares
of its capital stock.
    5.5  Litigation.  Except as set  forth in  Section  5.5 of the CAMC  Advisor
Disclosure  Schedule,  there  are no  actions,  suits,  investigations  or legal
proceedings  pending or, to the  knowledge of CAMC  Advisor and CCR,  threatened
against CAMC Advisor or any property of CAMC Advisor (including the Intellectual
Property  Rights) in any court or before any arbitrator of any kind or before or
by any  Governmental  Body or before any  arbitrator of any kind except for such
actions,  suits,  investigations  or legal  proceedings  that  would  not have a
Material  Adverse Effect on CAMC Advisor.  Except as set forth in Section 5.5 of
the CAMC  Advisor  Disclosure  Schedule,  CAMC  Advisor is not in  default  with
respect to any judgment,  order,  writ,  injunction or decree of any arbitrator,
court or Governmental Body, and there are no unsatisfied  judgments against CAMC
Advisor  except for such defaults or  unsatisfied  judgments as would not have a
Material Adverse Effect on CAMC Advisor.
    5.6 Compensation and Employee Matters.  A true, correct and complete list of
all  directors,  officers and personnel of CAMC Advisor,  and the annual salary,
bonuses  paid or accrued  for the year ending  February  29,  1996,  and for the
period from March 1, 1996 through November 30, 1996, and any commitments by CAMC
Advisor  entered into on or prior to the date hereof to pay any further  bonuses
for or  increase  the salary of each such  person is set forth in Section 5.6 of
the CAMC Advisor Disclosure Schedule.
    5.7 Employee Benefit Plans.
    (a)  Definitions.  The  following  terms,  when used in this  Section 5.7 or
elsewhere in this  Agreement,  shall have the following  meanings.  Any of these
terms may, unless the context otherwise requires, be used in the singular or the
plural depending on the reference.
     (i) Benefit  Arrangement.  Any employment,  consulting,  severance or other
similar contract, arrangement (written or oral), program, policy, plan,
agreement  or  commitment   providing  for  insurance  coverage  (including  any
self-insured   arrangements),   workers'   compensation,   disability  benefits,
supplemental  unemployment  benefits,  vacation benefits,  retirement  benefits,
life, health,  disability or accident benefits  (including,  without limitation,
any  "voluntary  employees'  beneficiary  association"  as  defined  in  Section
501(c)(9) of the Code, providing for the same or other benefits) or for deferred
compensation,  profit sharing bonuses, stock options, stock appreciation rights,
stock  purchases or other forms of  incentive  compensation  or  post-retirement
insurance, compensation or benefit which (A) is not a Welfare Plan, Pension Plan
or  Multiemployer  Plan,  (B) is entered  into,  maintained,  contributed  to or
required  to be  contributed  to, as the case may be, by CAMC  Advisor  or under
which CAMC  Advisor may incur any  liability,  and (C) covers any CAMC  Employee
(with respect to his or her relationship with CAMC Advisor).

    (ii) CAMC Employee. Any employee or former employee of CAMC Advisor.


<PAGE>


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
     (iii)  Employee  Plans.  All  Benefit  Arrangements,  Multiemployer  Plans,
Pension Plans and Welfare Plans.

    (iv) ERISA. The Employee Retirement Income Security Act of 1974, as amended.
                                      A-10



<PAGE>




    (v) ERISA Affiliate. "ERISA Affiliate" shall mean any entity which is (or at
any relevant time was) a member of a "controlled  group of  corporations"  with,
under "common control" with or a member of an affiliated service group with CAMC
Advisor as defined in Section 414(b), (c) or (m) of the Code.
    (vi) IRS. The Internal Revenue Service.
    (vii)  Multiemployer  Plan. Any "multiemployer  plan," as defined in Section
4001(a)(3) of ERISA,  (A) which CAMC Advisor or any ERISA  Affiliate  maintains,
administers, contributes to or is required to contribute to, or, after September
25, 1980, maintained, administered, contributed to or was required to contribute
to, or under which CAMC Advisor or any ERISA  Affiliate  may incur any liability
and (B) which covers any CAMC Employee (with respect to his or her  relationship
with CAMC Advisor).
    (viii) PBGC. The Pension Benefit Guaranty Corporation.
    (ix) Pension Plan. Any "employee pension benefit plan" as defined in Section
3(2) of ERISA  (other than a  Multiemployer  Plan) (A) which CAMC Advisor or any
ERISA  Affiliate  maintains,  administers,  contributes  to  or is  required  to
contribute  to, or, within the five years prior to the date hereof,  maintained,
administered,  contributed  to or was required to contribute  to, or under which
CAMC Advisor or any ERISA Affiliate may incur any liability and (B) which covers
any CAMC Employee (with respect to his or her relationship with CAMC Advisor).
     (x) Welfare Plan. Any "employee welfare benefit plan" as defined in Section
3(1) of  ERISA,  (A)  which  CAMC  Advisor  or any  ERISA  Affiliate  maintains,
administers, contributes to or is required to contribute to, or under which CAMC
Advisor or any ERISA  Affiliate may incur any liability and (B) which covers any
CAMC Employee (with respect to his or her relationship with CAMC Advisor).
    (b)  Disclosure;   Delivery  of  Copies  of  Relevant  Documents  and  Other
Information.  Section 5.7(b) of the CAMC Advisor Disclosure  Schedule contains a
complete list of Employee Plans which cover or have covered CAMC Employees (with
respect to their  relationship  with CAMC Advisor).  True and complete copies of
each of the  following  documents  have been  delivered  to CWM  REIT:  (i) each
Welfare Plan, Pension Plan and Multiemployer  Plan (and, if applicable,  related
trust agreements,  annuity contracts or other funding  instruments) which covers
or has covered CAMC  Employees  (with  respect to their  relationship  with CAMC
Advisor) and all amendments thereto,  and all annuity contracts or other funding
instruments,  (ii) each  Benefit  Arrangement  which  covers or has covered CAMC
Employees (with respect to their relationship with CAMC Advisor), (iii) the most
recent determination letter issued by the IRS, with respect to each Pension Plan
which covers or has covered CAMC Employees  (with respect to their  relationship
with CAMC Advisor) and any outstanding request for a determination  letter, (iv)
any ruling letter or interpretive  letter issued by the Department of Labor, the
IRS, or any other  governmental  agency with respect to each Employee Plan which
covers or has covered CAMC Employees  (with respect to their  relationship  with
CAMC  Advisor),  (v) for the most recent plan year (or, in the case of a defined
benefit pension plan the two most recent plan years) annual reports on Form 5500
Series required to be filed with any  governmental  agency for each Pension Plan
which covers or has covered CAMC Employees  (with respect to their  relationship
with CAMC Advisor),  (vi) all actuarial  reports  prepared for the last two plan
years for each Pension Plan which  covers or has covered  CAMC  Employees  (with
respect  to their  relationship  with  CAMC  Advisor),  (vii) a  description  of
complete  age,  salary,  service and related data as of the last day of the last
plan year for CAMC Employees,  and (viii) a description setting forth the amount
of any  liability of CAMC Advisor as of the date of this  Agreement for payments
more than thirty days past due with respect to each Welfare Plan which covers or
has covered CAMC Employees.

    (c) Representations.

    (i) All material  Employee  Plans are  maintained and sponsored by CCR. CAMC
Advisor is not the sponsor of and does not maintain any material Employee Plan.
    (ii) Pension Plans
    (A) The funding  method used in  connection  with each Pension Plan which is
subject to the minimum  funding  requirements  of ERISA complies in all material
respects with applicable law and the actuarial
                                      A-11



<PAGE>



assumptions  used in connection with funding each such plan are  reasonable.  No
"accumulated funding deficiency" (for which an excise tax is due or would be due
in the  absence of a waiver) as defined in Section 412 of the Code or as defined
in Section  302(a)(2) of ERISA,  whichever  may apply,  has been  incurred  with
respect  to any  Pension  Plan with  respect  to any plan  year,  whether or not
waived. CAMC Advisor does not have any liability for past due contributions with
respect to any Pension  Plan that has not been  accrued  for on the  February 29
Balance Sheet and as of the date hereof.

    (B) The CCR DB Plan (as defined in Section  8.15(a)) and the CCR 401(k) Plan
are each the subject of a favorable  determination  letter received from the IRS
with  respect to their  qualified  status under the  provisions  of Code Section
401(a),  and CCR is not aware of any  circumstance  that would adversely  affect
that  determination and which could not be corrected without material  liability
to CAMC Advisor.

    (C) Each of the plans  described in paragraph  (c) (ii) (B) above or Section
8.15(d)  presently  complies and has been maintained in all material respects in
compliance  with its terms during the period from its adoption to date and, both
as to form and in  operation,  in all material  respects  with the  requirements
prescribed  by any and all statutes,  orders,  rules and  regulations  which are
applicable to such plans, including but not limited to ERISA and the Code.

    (D) CAMC Advisor has paid all premiums (and  interest  charges and penalties
for late payment,  if applicable) due the PBGC with respect to each Pension Plan
for each plan year thereof for which such premiums are required.  There has been
no  "reportable  event" (as  defined  in  Section  4043(b) of ERISA and the PBGC
regulations  under such  Section)  with  respect to any Pension Plan (other than
reportable  events  with  respect  to which the PBGC has  waived  the  reporting
requirement).  No  proceeding  has been  commenced by the PBGC to terminate  any
Pension  Plan.  No  material  liability  to the PBGC has been  incurred  by CAMC
Advisor or any ERISA  Affiliate  on account of the  termination  of any  Pension
Plan.  Neither CAMC Advisor nor any ERISA Affiliate has, at any time, (x) ceased
operations  at a facility so as to become  subject to the  provisions of Section
4068(f)  of ERISA,  (y)  withdrawn  as a  substantial  employer  so as to become
subject  to the  provisions  of  Section  4063 of ERISA,  or (z)  ceased  making
contributions  on or before the  Closing  Date to any  Pension  Plan  subject to
Section  4064(a) of ERISA to which  CAMC  Advisor  or any ERISA  Affiliate  made
contributions during the five years prior to the Closing Date.

    (iii)  Multiemployer  Plans.  There are no Multiemployer  Plans covering any
CAMC Employees.  Neither CAMC Advisor nor any ERISA Affiliate has engaged in, or
is a  successor  or parent  corporation  to an  entity  that has  engaged  in, a
transaction described in Section 4212(c) of ERISA.

    (iv) Welfare Plans.

    (A) Each Welfare Plan which is  maintained  or sponsored by CAMC Advisor and
which covers or has covered CAMC Employees  (with respect to their  relationship
with CAMC Advisor) has been  maintained  in all material  respects in compliance
with its terms and, both as to form and operation in all material respects, with
the  requirements  prescribed  by  any  and  all  statutes,  orders,  rules  and
regulations which are applicable to such Welfare Plan, including but not limited
to ERISA and the Code.

    (B)  Except as may be  required  by  applicable  law,  CAMC  Advisor  has no
obligation to make any payment to or with respect to any CAMC Employee  pursuant
to any retiree medical benefit plan, or other retiree Welfare Plan.

    (C) Each Welfare Plan which covers or has covered CAMC  Employees  and which
is a "group  health  plan," as  defined  in  Section  607(1) of ERISA,  has been
operated in all material  respects in  compliance  with  provisions of Part 6 of
Title I of ERISA and  Section  4980B of the Code at all times  except  where any
failure to comply would not result in material liability to CAMC Advisor.

    (v) Benefit  Arrangements.  Each Benefit  Arrangement  which is sponsored or
maintained  by CAMC Advisor and which covers or has covered CAMC  Employees  has
been  maintained in compliance in all material  respects with its terms and with
the  requirements  prescribed  by  any  and  all  statutes,  orders,  rules  and
regulations which are applicable to such Benefit Arrangement,  including but not
limited to the Code.
                                      A-12



<PAGE>




    (vi) Payments.  CAMC Advisor has made all  contributions,  paid all premiums
and  satisfied  all  liabilities  with respect to each  Employee Plan which have
accrued and become due and payable.

    (vii) Litigation.  There is no action, order, writ, injunction,  judgment or
decree  outstanding or claim,  suit,  litigation,  proceeding,  arbitral action,
governmental audit or governmental investigation relating to or seeking benefits
under any Employee  Plan that is pending or, to the  knowledge of CAMC  Advisor,
threatened or  anticipated,  against CAMC  Advisor,  CCR or, to the knowledge of
CAMC Advisor or CCR, any ERISA  Affiliate or any Employee Plan that would result
in material liability to CAMC Advisor.

    (viii) No Amendments. Except as may be required by law, neither CCR nor CAMC
Advisor  has any  announced  plan or legally  binding  commitment  to create any
additional  Employee  Plans  which are  intended to cover CAMC  Employees  (with
respect  to their  relationship  with CAMC  Advisor)  or to amend or modify  any
existing  Employee Plan which covers or has covered CAMC Employees (with respect
to their relationship with CAMC Advisor),  in either case in a manner that would
result in material liability to CAMC Advisor.

    (ix) No  Acceleration  or  Creation  of Rights.  Except as the  parties  may
otherwise  provide pursuant to Section 8.15,  neither the execution and delivery
of this  Agreement  by CAMC  Advisor nor the  consummation  of the  transactions
contemplated hereby will result in the acceleration or creation of any rights of
any  person to  benefits  under any  Pension  Plan or Welfare  Plan  (including,
without  limitation,  the acceleration of the accrual or vesting of any benefits
under any Pension Plan or the  acceleration  or creation of any rights under any
severance, parachute or change in control agreement).

    5.8 Taxes.

    (a) Neither CAMC Advisor nor any  consolidated or combined group of which it
is a member or required to be included as a member has filed a consent,  binding
on CAMC  Advisor,  under  Section  341(f)  of the  Code  concerning  collapsible
corporations.
     (b) CAMC Advisor operates at least one significant  historic business line,
or owns at least a significant  portion of its historic business assets, in each
case within the meaning of Treasury Regulation Section 1.368-1(d).

     (c) CAMC Advisor will not own as of the Effective Time any equity  interest
or other security in another  partnership,  corporation or other entity or a fee
interest in less than 100% of any property (for example as a  tenant-in-common),
unless such equity interest or other security (i) would be classified as cash or
a cash item within the meaning of Section  856(c)(5)(A) of the Code and does not
represent  more than 10% of the voting  securities  of any issuer or (ii) is CWM
Common Stock.

    (d) CAMC  Advisor  is not an  "investment  company"  as  defined  in Section
368(a)(2)(F) of the Code and the regulations thereunder.

     (e) The  liabilities  of CAMC  Advisor  to be  assumed  by CWM  REIT in the
Merger,  and  the  liabilities  to  which  the  assets  of  CAMC  Advisor  to be
transferred to CWM REIT in the Merger are subject, were incurred by CAMC Advisor
in the ordinary course of its business.
     (f) CAMC Advisor is not under the  jurisdiction of a court in a Title 11 or
similar case within the meaning of Section 368(a)(3)(A) of the Code.
     (g) The fair market value of the assets of CAMC  Advisor to be  transferred
to CWM REIT in the Merger will equal or exceed the sum of the  liabilities to be
assumed  by CWM REIT  plus the  amount  of  liabilities,  if any,  to which  the
transferred assets are subject.



<PAGE>


--------------------------------------------------------------------------------
     5.9 Intellectual  Property.  To the knowledge of CCR and CAMC Advisor, none
of
--------------------------------------------------------------------------------
the Intellectual Property Rights is subject to any lien, encumbrance or claim of
infringement   (except  liens  and   encumbrances  in  favor  of  the  licensor,
sublicensor or other owner of such Intellectual  Property Rights),  nor requires
any  consent,  approval  or waiver to be  transferred  to CWM REIT by way of the
Merger.
                                      A-13



<PAGE>



     5.10 No Material Adverse Change. Since August 31, 1996, there have not been
any  changes  in the  business,  operations,  properties,  assets or  condition,
financial  or  otherwise,  of CAMC Advisor  that would,  individually  or in the
aggregate,  have a Material Adverse Effect except for changes resulting from (i)
fees or other amounts earned by CAMC Advisor under the  Management  Agreement or
(ii) any transactions contemplated by this Agreement, including Section 8.8.

     5.11 Financial  Statements.  CAMC Advisor has provided to CWM REIT true and
correct  copies  of its  audited  balance  sheet  as of  February  29,  1996 and
unaudited  balance  sheets as of February 28, 1995 and  November  30, 1996,  and
related audited  statements of income and cash flows for the year ended February
29, 1996 and unaudited  statements of income and cash flows for the fiscal years
ended  February 28, 1994 and February 28, 1995 and the  nine-month  period ended
November 30, 1996 (collectively,  the "CAMC Advisor Financial Statements"). Each
of such balance sheets  (including the related notes)  presents  fairly,  in all
material  respects,  the financial position of CAMC Advisor as of the respective
dates thereof, and such related statements (including the related notes) present
fairly, in all material  respects,  the results of its operations and cash flows
for the respective periods or as of the respective dates set forth therein,  all
in conformity with generally accepted accounting principles consistently applied
during the periods  involved,  except as otherwise noted in the auditors' report
or in the notes thereto,  subject, in the case of interim financial  statements,
to normal year-end adjustments.
     5.12  Books and  Records.  (a) The  books of  account  and other  financial
records of CAMC Advisor are in all material respects true and correct.
    (b) The minute  books and other  similar  records of CAMC  Advisor have been
made available to CWM REIT and contain in all material respects accurate records
of the minutes of all meetings and all corporate action taken by written consent
of the stockholders  and Board of Directors of CAMC Advisor,  in each case prior
to April 6, 1994.
    5.13 Proxy Statement.  None of the information supplied or to be supplied in
writing by CCR or CAMC Advisor for inclusion in the Proxy Statement will, at the
time of filing the Proxy  Statement  with the SEC,  at the time of  mailing  the
Proxy  Statement to the  Stockholders  of CWM REIT,  at the time of the CWM REIT
Stockholders Meeting or at the Effective Time, contain any untrue statement of a
material fact or omit to state any material fact  necessary in order to make the
statements therein, in light of the circumstances under which they are made, not
misleading.

    5.14  Contracts and Leases.  To the  knowledge of CAMC  Advisor,  the letter
dated the date hereof from CWM REIT to CCR and CAMC Advisor contains an accurate
and  complete  listing  of  all  material  contracts,   leases,   agreements  or
understandings,  whether  written  or  oral,  of  CAMC  Advisor  (the  "Material
Agreements").  A contract, lease, agreement or understanding is "material" if it
involves (i)  obligations  (contingent  or  otherwise)  of, or payments to, CAMC
Advisor in excess of $25,000 per annum,  (ii) management or advisory  agreements
providing for payments to or by CAMC Advisor in excess of $25,000 per annum,  or
(iii) the license of any patent,  copyright,  trade secret or other  proprietary
right (A) to CAMC Advisor  which is necessary  to carry on its  business,  other
than any software license or similar  agreement which is generally  available to
the public or businesses or (B) from CAMC Advisor  which  materially  limits the
ability of CAMC Advisor to carry on its  business.  Neither CAMC Advisor nor, to
the  knowledge of CAMC Advisor and CCR, any other party  thereto has  materially
breached any Material Agreement or is in material default  thereunder,  no event
has occurred which,  with the passage of time or the giving of notice,  or both,
would constitute such a material breach or material default by CAMC Advisor,  or
to the knowledge of CAMC Advisor and CCR, any other party  thereto,  no claim of
material  default  thereunder  has been  asserted or  threatened by CAMC Advisor
against any such party  thereto or, to the  knowledge  of CAMC  Advisor and CCR,
asserted or  threatened  against  CAMC Advisor by any other party  thereto,  and
neither CAMC Advisor nor, to the knowledge of CAMC Advisor and CCR, any other


<PAGE>


--------------------------------------------------------------------------------
     party   thereto  is  seeking  the   renegotiation   thereof  or  substitute
performance thereunder.
--------------------------------------------------------------------------------
     5.15 Real Property. CAMC Advisor does not own or lease (as lessee) and has
not at any time owned or leased, in whole or in part, any real property. A-14



<PAGE>



                                    ARTICLE 6
                  REPRESENTATIONS AND WARRANTIES REGARDING CCR
CCR hereby represents and warrants to CWM REIT that as of the date hereof:
6.1 Power and Authority. CCR has all requisite corporate power and authority,
as applicable,  to enter into this Agreement, the Cooperation Agreement, and the
Registration Rights Agreement and to carry out the provisions hereof and thereof
and consummate the transactions contemplated hereby and thereby.

    6.2  Agreement.  CCR has taken all corporate  action  necessary to authorize
this Agreement,  the Cooperation Agreement and the Registration Rights Agreement
and the consummation of the transactions  contemplated hereby and thereby.  This
Agreement has been duly executed and delivered by CCR and constitutes,  and each
of the  Registration  Rights  Agreement  and  Cooperation  Agreement  when  duly
executed and delivered by a duly authorized  officer of CCR will  constitute,  a
valid and binding agreement of CCR,  enforceable  against CCR in accordance with
its  terms,  except as may be  limited  by  applicable  bankruptcy,  insolvency,
reorganization,  moratorium and other similar laws of general  application  that
may  affect  the  enforcement  of  creditors'  rights  generally  and by general
equitable principles and except to the extent that public policy  considerations
may limit the enforcement of indemnification of obligations.

     6.3 Foreign  Person.  CCR is a United  States  person within the meaning of
Section 7701(a) of the Code.

    6.4 No Withholding.  The transaction  contemplated hereby is not, insofar as
concerns CCR,  subject to the tax withholding  provisions of Section 3406 of the
Code, or of  Subchapter A of Chapter 3 of the Code or of any other  provision of
law.

     6.5 No Intention to Dispose. There is not, and as of the date of the Merger
will  not be,  any plan or  intention  by CCR to sell,  exchange,  or  otherwise
dispose of the shares of CWM REIT that CCR  receives in the Merger such that the
value of its stock  interest in CWM REIT would be reduced to an amount less than
50% of CAMC Advisor's value as of the date of the Merger.

    6.6 Brokers and  Finders.  Neither CCR nor CAMC Advisor has entered into any
contract,  arrangement or understanding with any person or firm which may result
in the  obligation  of CAMC  Advisor or CWM REIT to pay any  investment  banking
fees, finder's fees,  brokerage or agent's commissions or other like payments in
connection with the  negotiations  leading to this Agreement or the consummation
of the transactions  contemplated  hereby. The fees and expenses paid or payable
to Merrill Lynch and any claims by Merrill Lynch arising in connection therewith
are the sole obligation of CCR.

    6.7 Securities Act Representations.

     (a) CCR  represents  that it  understands  that the CWM Common  Stock to be
issued and delivered to it at Closing  pursuant to this  Agreement will not have
been registered pursuant to the registration  requirements of the Securities Act
and that the resale of all shares of CWM Common  Stock is subject to Rule 144 of
the rules and regulations  thereunder or registration  under the Securities Act.
CCR  represents  that it is acquiring  the CWM Common Stock for its own account,
not as a nominee or agent,  and not with a view to the  distribution  thereof in
violation of applicable securities laws. CCR further represents that it has been
advised and understands  that since the CWM Common Stock has not been registered
under the Securities Act, the CWM Common Stock must be held indefinitely  unless
(A) the  distribution  of the CWM  Common  Stock has been  registered  under the
Securities  Act, (B) a sale of the CWM Common Stock is made in  conformity  with
the holding period,  volume and other limitations of Rule 144 promulgated by the
SEC under the  Securities  Act,  or (C) in the  opinion  of  counsel  reasonably
acceptable to CWM REIT, some other exemption from

<PAGE>


--------------------------------------------------------------------------------
registration  is available with respect to any proposed sale,  transfer or other
disposition of the CWM Common Stock.
--------------------------------------------------------------------------------
     (b) CCR represents that it has been advised and understands  that,  subject
to applicable  securities laws, stop transfer  instructions will be given to CWM
REIT's transfer agents with respect to the CWM Common Stock
                                      A-15



<PAGE>



constituting  the  Share  Consideration  and that a  legend  setting  forth  the
following restrictions on transfer will be set forth on the certificates for the
CWM Common Stock issuable under Article 4, or any substitutions therefor:

"THE SHARES  EVIDENCED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED  UNDER THE
SECURITIES ACT OF 1933 (THE 'ACT'), AS AMENDED,  OR UNDER THE SECURITIES LAWS OF
ANY STATE.  NEITHER THE SHARES  EVIDENCED BY THIS  CERTIFICATE  NOR ANY INTEREST
THEREIN MAY BE SOLD OR OTHERWISE  PLEDGED,  HYPOTHECATED  OR  TRANSFERRED IN THE
ABSENCE OF (i) REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES OR
BLUE SKY LAWS OR (ii) A VALID EXEMPTION THEREFROM."

    (c) CCR  represents  that it has such  knowledge and experience in financial
and business  affairs that it is capable of  evaluating,  alone,  the merits and
risks of an  investment  in CWM REIT.  CCR  represents  that it has received and
reviewed  copies of (i) the most  recent  annual  report on Form 10-K,  (ii) the
three most recent  quarterly  reports on Form 10-Q, (iii) any current reports on
Form 8-K since  December 31,  1995,  in each case as filed by CWM REIT under the
Exchange  Act, and (iv) the most recent  annual  report to  stockholders  of CWM
REIT. CCR represents that it has had an opportunity to ask questions and receive
answers  concerning the terms of this Agreement,  the Cooperation  Agreement and
the Registration Rights Agreement and the foregoing  information provided by CWM
REIT and to obtain any other information from CWM REIT as CCR deems necessary or
appropriate  in connection  with  evaluating  the merits of an investment in CWM
REIT.
                                    ARTICLE 7
                        REPRESENTATIONS AND WARRANTIES OF
                CWM REIT CWM REIT herein represents and warrants
                       to CAMC Advisor and CCR that as of
the date hereof:

    7.1  Organization,  Etc.  of  CWM  REIT.  CWM  REIT  is a  corporation  duly
incorporated,  validly existing and in good standing under the laws of the State
of Delaware and has all requisite  corporate  power and authority to own,  lease
and operate  its  properties,  to carry on its  business  as now  conducted  and
proposed  by CWM  REIT to be  conducted,  to  enter  into  this  Agreement,  the
Cooperation Agreement and the Registration Rights Agreement and to carry out the
provisions  thereof and  consummate  the  transactions  contemplated  hereby and
thereby. CWM REIT is duly qualified and in good standing in each jurisdiction in
which the property owned, leased or operated by it or the nature of the business
conducted by it makes such qualification necessary,  except where the failure to
be so  qualified  or in good  standing  has not had or would not have a Material
Adverse  Effect  on CWM REIT  and its  Subsidiaries  taken as a whole.  True and
correct copies of CWM REIT's  Certificate of Incorporation  and Bylaws have been
made available to CAMC Advisor.

     7.2 Capital  Stock.  The  authorized  capital stock of CWM REIT consists of
100,000,000  shares  of  CWM  Common  Stock,  of  which  50,200,176  shares  are
outstanding  as of December 31, 1996.  Since December 31, 1996, CWM REIT has not
issued any shares of capital stock except pursuant to the exercise of options to
purchase shares of CWM Common Stock  outstanding on such date or pursuant to CWM
REIT's dividend  reinvestment  plan. All outstanding  shares of CWM Common Stock
are, and all shares of CWM Common Stock issuable under stock option plans of CWM
REIT,  pursuant  to CWM REIT's  dividend  reinvestment  plan or  pursuant to the
Special  Purchase  Rights  will be when  issued  in  accordance  with the  terms
thereof, duly authorized,  validly issued, fully paid and nonassessable.  Except
for the 3,869,353  shares of CWM Common Stock reserved for issuance  pursuant to
stock option plans of CWM REIT,  CWM REIT's  dividend  reinvestment  plan or for
purposes of the  Special  Purchase  Rights,  there are  outstanding  on the date
hereof no options,  warrants, calls, rights, commitments or any other agreements
of any  character  to which  CWM  REIT is a party  or by which it may be  bound,
requiring it to issue, transfer, sell, purchase, register, redeem or acquire any
shares  of  capital  stock  or  any  securities  or  rights   convertible  into,
exchangeable for or evidencing the right to subscribe for or acquire any shares

<PAGE>


--------------------------------------------------------------------------------
of its capital stock.
--------------------------------------------------------------------------------
                                      A-16


<PAGE>



     7.3  Agreement.   This  Agreement,   the  Cooperation   Agreement  and  the
Registration   Rights   Agreement  and  the  consummation  of  the  transactions
contemplated  hereby and thereby have been approved by the Board of Directors of
CWM REIT and have been duly authorized by all other necessary  corporate  action
on the part of CWM REIT  (except  for the  approval  of CWM REIT's  stockholders
contemplated by Section 8.4), including without limitation,  the approval of the
Special Committee. This Agreement has been duly executed and delivered by a duly
authorized  officer of CWM REIT and, subject to CWM REIT  stockholder  approval,
constitutes,  and each of the Cooperation  Agreement and the Registration Rights
Agreement when duly executed and delivered by a duly  authorized  officer of CWM
REIT will  constitute,  valid and binding  agreements  of CWM REIT,  enforceable
against CWM REIT in  accordance  with their  terms,  except as may be limited by
applicable bankruptcy, insolvency, reorganization,  moratorium and other similar
laws of general application that may affect the enforcement of creditors' rights
generally  and by general  equitable  principles  and except to the extent  that
public policy  considerations  may limit the enforcement of  indemnification  of
obligations.  CWM REIT has delivered to CAMC Advisor true and correct  copies of
resolutions  adopted  by the  Board  of  Directors  of CWM REIT  approving  this
Agreement and the  transactions  contemplated  hereby and,  prior to the Closing
Date,  will  deliver to CAMC  Advisor  true and  correct  copies of  resolutions
adopted  by the  stockholders  of CWM  REIT  approving  this  Agreement  and the
transactions contemplated hereby.
    7.4 Authorization for CWM Common Stock. The Share  Consideration  will, when
issued, be duly authorized, validly issued, fully paid and nonassessable, and no
stockholder  of CWM REIT will have any  preemptive  right or  similar  rights of
subscription  or  purchase in respect  thereof.  The Share  Consideration  will,
subject to the  accuracy of CCR's  representations  in Section  6.7  hereof,  be
exempt from  registration  under the  Securities  Act and will be  registered or
exempt from registration under all applicable state securities laws.
    7.5  Brokers  and  Finders.  Except for the fees and  expenses  paid to Dean
Witter  with  respect  to the  delivery  of a fairness  opinion  to the  Special
Committee  and as  financial  advisor to the Special  Committee,  which fees are
reflected in its  agreement  with the Special  Committee and CWM REIT (a copy of
which has been  delivered  to CAMC  Advisor),  CWM REIT has not entered into any
contract,  arrangement or understanding  with any person or firm that may result
in the obligation of CCR or CAMC Advisor to pay any finder's fees,  brokerage or
agent's  commissions or other like payments in connection with the  negotiations
leading to this Agreement or the consummation of the  transactions  contemplated
hereby.  Except for the fees and expenses paid to Dean Witter by CWM REIT, there
is no claim for payment by CWM REIT of any  investment  banking  fees,  finder's
fees, brokerage or agent's commissions or other like payments in connection with
the  negotiations   leading  to  this  Agreement  or  the  consummation  of  the
transactions  contemplated hereby. The fees and expenses paid or payable to Dean
Witter and any claims by Dean Witter  arising in  connection  therewith  are the
sole obligation of CWM REIT.
    7.6 SEC Reports and Financial Statements.
    (a) CWM REIT has timely  filed with the SEC all  reports,  definitive  proxy
statements  or other  documents  required  to be filed by CWM REIT  with the SEC
under  Section  13(a),  14 or 15(d) of the  Exchange  Act since  January 1, 1996
(collectively, and in each case including all exhibits and schedules thereto and
all documents incorporated by reference therein, the "SEC Reports"). As of their
respective  dates,  the SEC Reports  complied in all material  respects with the
requirements  of the  Exchange  Act and the  rules  and  regulations  of the SEC
promulgated thereunder applicable,  as the case may be, to such SEC Reports, and
none of the SEC Reports  contained  any untrue  statement of a material  fact or
omitted to state a material fact  required to be stated  therein or necessary to
make the statements made therein, in light of the circumstances under which they
were made, not misleading.
    (b) The consolidated balance sheets as of December 31, 1995 and December 31,
1994 and the related consolidated statements of earnings, shareholders' equity


<PAGE>


--------------------------------------------------------------------------------
and cash flows for each of the three years in the period ended December 31, 1995
(including the related notes and schedules thereto) of CWM REIT contained in its
Form 10-K for the year ended  December  31,  1995  included  in the SEC  Reports
complied in all material  respects with applicable  accounting  requirements and
the published rules and regulations of the SEC with respect thereto
--------------------------------------------------------------------------------
                                      A-17



<PAGE>



and  present  fairly,  in all  material  respects,  the  consolidated  financial
position,  results of operations  and cash flows of CWM REIT,  its  consolidated
subsidiaries and Indy Mac as of the dates or for the periods  presented  therein
in conformity with generally accepted accounting principles consistently applied
during the periods  involved,  except as otherwise noted in the auditors' report
or in the notes thereto.

    (c) The consolidated  balance sheets and the related  statements of earnings
and cash flows  (including  the related notes  thereto) of CWM REIT contained in
its Forms 10-Q for the periods ended September 30, 1996, June 30, 1996 and March
31, 1996 included in the SEC Reports  (collectively,  the  "Quarterly  Financial
Statements")  have been prepared in accordance with the requirements for interim
financial  statements  contained  in  Regulation  S-X. The  Quarterly  Financial
Statements present fairly, in all material respects,  the consolidated financial
position,  results of operations  and cash flows of CWM REIT,  its  consolidated
subsidiaries and Indy Mac as of the dates or for the periods  presented  therein
in conformity with GAAP consistently  applied during the periods involved except
as otherwise  noted in the notes  thereto,  and reflect all  adjustments,  which
include only normal recurring adjustments, necessary to such fair presentation.
    (d)  Since  September  30,  1996,  there  have not been any  changes  in the
business, operations,  properties, assets or conditions, financial or otherwise,
of CWM REIT  that  would,  individually  or in the  aggregate,  have a  Material
Adverse Effect on CWM REIT.
    7.7  Information.  The Proxy  Statement  will not at the time filed with the
SEC, at the time of mailing the Proxy Statement to the stockholders of CWM REIT,
at the  time of the CWM  REIT  Stockholders  Meeting  or at the  Effective  Time
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated  therein or necessary in order to make the statements
made  therein,  in light of the  circumstances  under which they were made,  not
misleading,  except  that  no  representation  is made by CWM  with  respect  to
statements made therein based on information  supplied by CCR or CAMC Advisor in
writing for inclusion in the Proxy Statement. The Proxy Statement will comply as
to form in all material respects with the provisions of the Exchange Act and the
rules and regulations promulgated thereunder.
    7.8 Books and Records.
     (a) The books of account and the  financial  records of CWM REIT are in all
material respects true and correct.

    (b) The minute  books and other  similar  records of CWM REIT have been made
available to CCR and CAMC Advisor and contain in all material  respects accurate
records of the minutes of all meetings and all corporate action taken by written
consent of the  stockholders and Board of Directors of CWM REIT, in each case on
and after April 6, 1994.

    7.9  Litigation.  There  are no  actions,  suits,  investigations  or  legal
proceedings,  pending or, to the knowledge of CWM REIT,  threatened  against CWM
REIT or any  property of CWM REIT in any court or before any  arbitrator  of any
kind or before or by any Governmental  Body or before any arbitrator of any kind
except for such actions,  suits,  investigations or legal proceedings that would
not have a Material  Adverse Effect on CWM REIT. CWM REIT is not in default with
respect to any judgment,  order,  writ,  injunction or decree of any arbitrator,
court or Governmental  Body, and there are no unsatisfied  judgments against CWM
REIT  except for such  defaults  or  unsatisfied  judgments  as would not have a
Material Adverse Effect on CWM REIT.

    7.10 General.

     (a) CWM REIT has no plan or intention to reacquire  any of its stock issued
in the Merger.
    (b) CWM REIT has no plan or intention to sell or otherwise dispose of any of
the assets of CAMC Advisor acquired in the Merger,  except for dispositions made
in the ordinary course of business.
    (c) CWM REIT has made or will  make a valid  and  effective  election  under
Notice 88-19, 1988-1 C.B. 486, to be subject to rules similar to those set forth
in Section 1374 of the Code with respect to assets acquired from CAMC Advisor in
connection with the Merger.
                                      A-18



<PAGE>



                                    ARTICLE 8
                            COVENANTS OF THE PARTIES

    8.1  Maintenance of Business,  Prohibited  Acts.  During the period from the
date of this  Agreement to the Effective  Time, CCR will not, and will not cause
CAMC  Advisor  to, take any action  that  adversely  affects the ability of CAMC
Advisor  (i) to pursue its  business  in the  ordinary  course,  (ii) to seek to
preserve intact its current business  organization,  (iii) to keep available the
service  of  its  current   officers  and   employees   and  (iv)  preserve  its
relationships with customers, suppliers and others having business dealings with
it; and CCR will not allow CAMC  Advisor to,  without CWM REIT's  prior  written
consent:
    (a) issue,  deliver,  sell,  dispose of,  pledge or otherwise  encumber,  or
authorize or propose the  issuance,  delivery,  sale,  disposition  or pledge or
other  encumbrances  of (i) any  additional  shares of its capital  stock of any
class (including the CAMC Shares), or any securities or rights convertible into,
exchangeable  for or  evidencing  the right to  subscribe  for any shares of its
capital stock, or any rights, warrants, options, calls, commitments or any other
agreements  of any  character  to  purchase or acquire any shares of its capital
stock  or  any  securities  or  rights  convertible  into,  exchangeable  for or
evidencing the right to subscribe for any shares of its capital  stock,  or (ii)
any other  securities  in  respect  of, in lieu of or in  substitution  for CAMC
Shares outstanding on the date hereof;
     (b) redeem,  purchase or otherwise acquire, or propose to redeem,  purchase
or otherwise  acquire,  any of its  outstanding  securities  (including the CAMC
Shares);

     (c) split, combine, subdivide or reclassify any shares of its capital stock
or  otherwise  make any  payments to CCR in its  capacity  as sole  stockholder;
provided,  however, that nothing shall prohibit: (i) the payment of any ordinary
distribution  or dividend  in respect of its capital  stock at such times and in
such manner and amount as may be consistent  with CAMC  Advisor's  past practice
(which in any event shall  include any and all  compensation  paid or payable or
expenses  reimbursed or reimbursable for the period from January 1, 1996 through
the Effective  Time, to the extent not otherwise  paid or  distributed  to CCR),
(ii) the payment of any dividend as shall be required to be paid by CAMC Advisor
in order to permit Price  Waterhouse LLP to issue the letter required by Section
9.3(e),  (iii) any distribution of property necessary for the representation and
warranty  set  forth  in  Section  5.8(c)  to be true  and  correct  or (iv) the
distributions referred to in Section 8.24.
    (d) (i) grant any  increases in the  compensation  of any of its  directors,
officers or employees, except in the ordinary course of business consistent with
past practice  (except  within the  parameters  noted in Section 5.6 of the CAMC
Advisor Disclosure Schedule or as approved by the Special  Committee),  (ii) pay
or agree to pay any pension  retirement  allowance or other employee benefit not
required or  contemplated  by any  Employee  Plan or Benefit  Arrangement  as in
effect on the date hereof to any such  director,  officer or  employee,  whether
past or present,  (iii) enter into any new or amend any existing  employment  or
severance  agreement  with any such  director,  officer or  employee,  except as
approved by CWM REIT in its sole discretion,  (iv) pay or agree to pay any bonus
to any director, officer or employee (whether in the form of cash, capital stock
or otherwise) except as approved by the Special Committee,  or (v) except as may
be  required  to comply  with  applicable  law,  amend any  existing,  or become
obligated under any new Employee Plan or Benefit Arrangement, except in the case
of (i) through (v),  inclusive,  under and pursuant to the employment  agreement
referred to in Section 9.1(g);

    (e) adopt a plan of complete or partial  liquidation,  dissolution,  merger,
consolidation,  restructuring,  recapitalization or other reorganization  (other
than the Merger);



<PAGE>


--------------------------------------------------------------------------------
    (f) make any acquisition, by means of merger, consolidation or otherwise, of
any direct or indirect  ownership  interest in or assets comprising any business
enterprise or operation;
--------------------------------------------------------------------------------
     (g) adopt any amendments to its Certificate of Incorporation or Bylaws;
     (h)  incur  any   indebtedness   for  borrowed   money  or  guarantee  such
indebtedness or agree to become  contingently  liable, by guaranty or otherwise,
for the obligations or indebtedness of any other person or
                                      A-19



<PAGE>



make any loans,  advances or capital  contributions  to, or investments  in, any
other  corporation,  any  partnership  or other  legal  entity  or to any  other
persons, except for bank deposits and other investments in marketable securities
and cash equivalents made in the ordinary course of its business;

     (i) engage in the conduct of any business the nature of which is materially
different from the business in which CAMC Advisor is currently engaged;

    (j) enter  into any  agreement  providing  for  acceleration  of  payment or
performance  or other  consequence  as a result of a change of  control  of CAMC
Advisor except under the employment agreement referred to in Section 9.1(g);

    (k) enter into any  contract,  arrangement  or  understanding  requiring the
purchase of equipment,  materials,  supplies or services  over a period  greater
than 12 months  which is not  cancelable  without  penalty on 30 or fewer  days'
notice, except in the ordinary course of business;

     (l) forgive any indebtedness  owed to CAMC Advisor or convert or contribute
by way of capital contribution any such indebtedness owed;
    (m) authorize or enter into any agreement  providing for management services
to be provided by CAMC Advisor to any  third-party  or an increase in management
fees paid by any third-party under existing management agreements;

     (n) mortgage, pledge, encumber, sell, lease or transfer any material assets
of CAMC  Advisor  except  with  the  prior  written  consent  of CWM  REIT or as
contemplated by this Agreement;

     (o)  authorize  or announce an  intention  to do any of the  foregoing,  or
entering any contract,  agreement,  commitment or  arrangement  to do any of the
foregoing; or

     (p)  perform  any act or omit to take any action that would make any of the
representations  made  above  inaccurate  or  materially  misleading  as of  the
Effective Time.

    8.2 Officers and  Employees.  Each of CAMC Advisor and CCR  severally  agree
that prior to the Effective Time it will use its reasonable efforts to encourage
the  officers  and  employees  of CAMC  Advisor,  to the extent they are in good
standing, to become employees of CWM REIT or Indy Mac, as determined by CWM REIT
in its sole discretion.

    8.3  Significant  Business  Line.  Except for the  management  of Indy Mac's
business,  for a period of at least one year  following the Effective  Time, CWM
REIT shall continue the historic business that was managed by CAMC Advisor prior
to the Merger and shall use a significant portion of the business assets of CAMC
Advisor  that are  received  by CWM REIT in the  Merger in CWM  REIT's  historic
business.

    8.4  Meeting of  Stockholders.  CWM REIT will take all action  necessary  in
accordance with applicable law and CWM REIT's  Certificate of Incorporation  and
Bylaws to arrange for its stockholders to consider and vote upon the approval of
the Merger and the  issuance of shares of CWM Common  Stock in the Merger at the
annual or special stockholders' meeting (the "CWM REIT Stockholders Meeting") to
be held in connection  with the  transactions  contemplated  by this  Agreement.
Subject  to the  fiduciary  duties  of  CWM  REIT's  Board  of  Directors  under
applicable  law as advised by counsel,  the Board of Directors of CWM REIT shall
recommend and declare advisable such approval and CWM REIT shall take all lawful
action to solicit,  and use all  reasonable  efforts to obtain,  such  approval,
including,  without  limitation,  the inclusion of the recommendation of the CWM
REIT Board of Directors and of the Special Committee in the Proxy Statement that
the stockholders of CWM REIT vote in favor of the approval of the Merger and the
adoption of this Agreement.
     8.5  Proxy  Materials.  After  the date  hereof,  CWM REIT  shall  promptly
prepare,

<PAGE>


--------------------------------------------------------------------------------
     and CAMC  Advisor and CCR shall  cooperate in the  preparation  of, and CWM
REIT shall file with the SEC as soon as practicable a proxy statement and a form
of proxy, in connection with the vote of CWM REIT's stockholders with respect to
the Merger  (such  proxy  statement,  together  with any  amendments  thereof or
supplements  thereto,  in each case in the form or forms  mailed  to CWM  REIT's
stockholders, is herein called the "Proxy Statement"). CWM REIT will
--------------------------------------------------------------------------------
                                      A-20


<PAGE>



use all  reasonable  efforts  to cause  the  Proxy  Statement  to be  mailed  to
stockholders  of CWM REIT at the earliest  practicable  date as permitted by the
SEC and will  take all such  action as may be  necessary  to  qualify  the Share
Consideration  for offering and sale under state securities or blue sky laws. If
at any time prior to the Effective  Time any event relating to or affecting CAMC
Advisor,  CCR or CWM REIT shall occur as a result of which it is  necessary,  in
the opinion of counsel for CAMC  Advisor and CCR or of counsel for CWM REIT,  to
supplement  or amend the Proxy  Statement  in order to make  such  document  not
misleading  in light of the  circumstances  existing at the time approval of the
stockholders  of  CWM  REIT  is  sought,   CAMC  Advisor,   CCR  and  CWM  REIT,
respectively, will notify the others thereof and, in the case of CAMC Advisor or
CCR, it will cooperate with CWM REIT in preparing, and, in the case of CWM REIT,
it will  prepare  and file,  an  amendment  or  supplement  with the SEC and, if
required by law or Exchange rule,  applicable state  securities  authorities and
each Exchange such that such document,  as so supplemented or amended,  will not
contain any untrue  statement  of a material  fact or omit to state any material
fact  necessary  in  order  to make  the  statements  therein,  in  light of the
circumstances  existing  at such time,  not  misleading,  and CWM REIT will,  as
required by law, disseminate to its stockholders such amendment or supplement.

     8.6 Filings, Other Action. CAMC Advisor, CCR and CWM REIT shall: (a) to the
extent  required,  promptly  make all  filings  and  thereafter  make any  other
required  submissions under the HSR Act with respect to the Merger;  (b) use all
reasonable  efforts  to  cooperate  with  one  another  to (i)  determine  which
Authorizations  are required to be made or obtained  prior to the Effective Time
in  connection  with  the  execution  and  delivery  of this  Agreement  and the
consummation of the  transactions  contemplated  hereby and (ii) timely make and
seek all such  Authorizations;  (c) use all  reasonable  efforts  to  obtain  in
writing any consents required from third parties in form reasonably satisfactory
to CWM REIT and CCR necessary to effectuate  the Merger;  (d) use all reasonable
efforts to promptly  take,  or cause to be taken,  all other  actions and do, or
cause to be done, all other things  necessary,  proper or appropriate to satisfy
the  conditions  set forth in Article 9 and to consummate and make effective the
transactions  contemplated  by this  Agreement on the terms and  conditions  set
forth herein as soon as practicable  (including  seeking to remove  promptly any
injunction or other legal barrier that may prevent such  consummation);  and (e)
not take any action which might  reasonably be expected to impair the ability of
the parties to consummate the Merger at the earliest possible time.

     8.7 Access to  Information.  (a) From the date hereof  until the  Effective
Time,  CAMC  Advisor  and CCR (i) will give CWM  REIT,  its  counsel,  financial
advisors,  auditors  and other  authorized  representatives  full  access to the
offices,  properties,  books  and  records  of CAMC  Advisor  during  reasonable
business  hours,  (ii) will furnish copies to CWM REIT,  its counsel,  financial
advisors,  auditors and other  authorized  representatives  such  financial  and
operating data and other information as such persons may reasonably request, and
which is in the  possession of or can be obtained by CAMC Advisor or CCR without
undue expense and (iii) will instruct CAMC  Advisor's or CCR'S,  as the case may
be, employees,  counsel and financial advisors to cooperate with CWM REIT in its
investigation of the business of CAMC Advisor.

     (b) From the date hereof until the Effective  Time,  CWM REIT (i) will give
CCR,   its  counsel,   financial   advisors,   auditors  and  other   authorized
representatives full access to the offices, properties, books and records of CWM
REIT during  reasonable  business  hours,  (ii) will furnish  copies to CCR, its
counsel, financial advisors,  auditors and other authorized representatives such
financial  and  operating  data  and  other  information  as  such  persons  may
reasonably request,  and which is in the possession of or can be obtained by CWM
REIT  without  undue  expense,  and (iii) will  instruct  CWM REIT's  employees,
counsel and financial advisors to cooperate with CCR in its investigation of the
business of CWM REIT.

     8.8 Management Fee Adjustment.  CWM REIT shall pay to CAMC Advisor all fees
accrued and unpaid and  reimbursable  expenses payable to CAMC Advisor under the
Management  Agreement in respect of periods up to the Effective  Time (as if the
Management  Agreement had been  terminated as of the Effective  Time and payment
was to be made under Section 17 thereof, without giving effect for such purposes
to Section 10(d) of the Management Agreement);  provided that, in the event that
the  Effective  Time occurs  prior to the record date for the regular  quarterly
dividend  of CWM REIT in respect  of the  quarter  in which the  Effective  Time
occurs,  CAMC Advisor hereby  irrevocably  waives that portion of CAMC Advisor's
compensation attributable to the
                                      A-21



<PAGE>



incentive fee under Section 10(c) of the Management  Agreement for the quarterly
period during which the Effective Time occurs.

     8.9 Intellectual  Property Rights. Prior to the Closing, CAMC Advisor shall
use  all  reasonable  efforts  to  cooperate  with  CWM  REIT in  obtaining  all
assignments  or  other  consents  necessary  with  respect  to the  Intellectual
Property Rights, to the extent not already owned by CAMC Advisor,  including all
interests  that may  hereafter  become  Intellectual  Property  Rights  prior to
Closing.  CCR acknowledges  that upon Closing,  it will have no right,  title or
interest  in or to the  names  "Indy  Mac" and  "Independent  National  Mortgage
Corporation" (including derivations and abbreviations thereof).
    8.10 Tax Matters.
    (a) Each of CCR,  CAMC  Advisor  and CWM REIT agrees to report the Merger on
all Tax Returns and, if  applicable,  other  filings as a  reorganization  under
Section 368(a) of the Code to the extent permitted by law.
     (b) CCR shall  prepare or cause to be prepared  and filed on behalf of CAMC
Advisor, at its sole cost and expense, any federal, state, and local Tax Returns
required  to be filed with  respect to any short  taxable  year of CAMC  Advisor
ending as of the Closing Date.
    (c) If the U.S.  Internal  Revenue  Service  (the "IRS") or any other taxing
authority initiates an audit or examination of any Tax Return of CAMC Advisor or
any  consolidated  or combined  group of which it was a member or required to be
included as a member (a "Tax Matter"), CCR shall-
     (i) promptly, but not less frequently than quarterly, provide CWM REIT with
a summary of each issue  raised in each  unresolved  Tax  Matter,  and if in the
course of  reviewing  such Tax Matters  CCR becomes  aware that such Tax Matters
could  affect the amount of the current or  accumulated  earnings and profits of
CAMC Advisor as of the close of business on the date of the Effective  Time, CCR
shall so advise CWM

    (ii) as requested by CWM REIT, provide additional information sufficient (A)
to inform  CWM REIT as to the nature of each such  issue,  and (B) to permit CWM
REIT to exercise its rights described in this Section 8.10(c);

    (iii) keep CWM REIT  regularly  and  promptly  advised of the course of each
such issue  which has been  reasonably  determined  by CWM REIT to be a CAMC Tax
Issue (as defined below in this Section) pursuant to the procedure  described in
this Section 8.10(c);

    (iv)  provide  CWM  REIT  (not  later  than 10  Business  Days  prior to the
anticipated date of delivery or filing, or promptly after receipt as applicable)
with a copy of all  pleadings or other  documents to be delivered  to,  received
from,  or filed  with,  any  court or other  tribunal,  the IRS or other  taxing
authority  with  respect  to (A) any CAMC Tax Issue  (which may be  redacted  to
eliminate all  information  not germane to any CAMC Tax Issue),  and (B) any Tax
Matter which had not previously  been summarized for CWM REIT or with respect to
which CWM REIT had requested and not received additional  information (excluding
from clause (B)  documents or pleadings  not filed by or on behalf of CCR or any
consolidated or combined group of which it is a member);

     (v) cooperate with CWM REIT and its counsel, accountants and other advisors
in connection with each such CAMC Tax Issue;

    (vi) in connection with each such CAMC Tax Issue, not submit to the IRS, any
taxing  authority or any court or other  tribunal any pleading or other document
without the written  consent of CWM REIT (provided,  however,  that CWM REIT (A)
shall be deemed to so consent if it has not  communicated  written notice of its
non-consent  to CCR  before  the  close of  business  on the 10th  business  day
following  its  receipt  of such  pleading  or other  document  and (B) shall so
consent unless it reasonably determines that any position taken in such


<PAGE>


--------------------------------------------------------------------------------
pleading or other document, if accepted, could jeopardize CWM REIT's status as a
real estate  investment trust under the Code. The determination of CWM REIT that
a position taken in a pleading or other document could  jeopardize its status as
a real estate investment trust shall be deemed
--------------------------------------------------------------------------------
                                      A-22



<PAGE>



reasonable for this purpose if such  determination is based on the advice of its
counsel or accountants, which advice shall be presented to CCR in writing within
five Business Days after CWM REIT  communicates its notice of non-consent to CCR
(or such earlier time not sooner than the second  Business Day thereafter as CCR
shall reasonably determine to be necessary) unless CCR agrees to waive its right
to see such  advice in  writing,  to the  effect  that the  position  taken,  if
accepted,  would give the IRS a  reasonable  basis for  asserting  that CWM REIT
failed to continue to qualify as a real estate  investment  trust under the Code
as a consequence of its acquisition of CAMC Advisor; and

     (vii) not settle,  compromise or consent to the entry of any order,  decree
or judgment  with  respect to any CAMC Tax Issue or fail to pursue an  available
appeal of any such CAMC Tax Issue (a  "Resolution")  without the written consent
of CWM REIT (provided,  however, that CWM REIT (A) shall be deemed to so consent
if it has not  communicated  written notice of its non-consent to CCR before the
close of business on the 10th  business day  following  its receipt of notice of
such proposed settlement,  compromise or consent and (B) shall so consent unless
it reasonably determines that such Resolution would jeopardize CWM REIT's status
as a real estate  investment trust under the Code. The determination of CWM REIT
that a Resolution would jeopardize its status as a real estate  investment trust
shall be deemed  reasonable for this purpose if such  determination  is based on
the advice of its counsel or accountants, which advice shall be delivered to CCR
in writing within five Business Days after CWM REIT  communicates  its notice of
non-consent to CCR (or such earlier time not sooner than the second Business Day
thereafter as CCR shall reasonably  determine to be necessary) unless CCR agrees
to waive  its  right to see such  advice  in  writing,  to the  effect  that the
Resolution  would give the IRS a reasonable  basis for  asserting  that CWM REIT
failed to continue to qualify as a real estate  investment  trust under the Code
as a consequence of its acquisition of CAMC Advisor.

An issue raised in a Tax Matter shall be identified as a "CAMC Tax Issue" if CWM
REIT communicates written notice to CCR that it has determined,  with respect to
a particular  issue, that it is possible that the resolution of such issue could
jeopardize  its status as a real estate  investment  trust  under the Code.  The
determination  of CWM REIT that a  possible  resolution  of a Tax  Matter  could
jeopardize  its  status  as a real  estate  investment  trust  shall  be  deemed
reasonable for this purpose if such  determination is based on the advice of its
counsel or accountants, which advice shall be delivered to CCR in writing within
five Business Days after CWM REIT communicates its determination to CCR (or such
earlier  time not sooner than the second  Business Day  thereafter  as CCR shall
reasonably  determine to be  necessary)  unless CCR agrees to waive its right to
see such advice in writing, to the effect that a possible resolution, would give
the IRS a  reasonable  basis for  asserting  that CWM REIT failed to continue to
qualify as a real estate investment trust under the Code as a consequence of its
acquisition  of CAMC  Advisor.  In any such CAMC Tax Issue,  CWM REIT may at its
expense engage counsel, accountants, or other advisors. Any CCR tax or financial
information  revealed  to CWM REIT,  its  employees  or any of its  advisors  in
connection  with matters  described in this Section  8.10(c) shall be treated as
strictly confidential by CWM REIT, its employees and such advisors.

    (d) Any refunds or credits of Taxes (including any interest  thereon) due to
or on behalf of CAMC  Advisor  received  by or credited to CWM REIT shall be for
the benefit of CCR,  and CWM REIT shall use its best  efforts to obtain any such
refunds  and shall pay over to CCR any such  refunds  immediately  upon  receipt
thereof.
    (e) After the  Effective  Time,  CWM REIT shall make  available  to CCR,  as
reasonably  requested,  all  information,  records or documents  relating to tax
liabilities or potential tax  liabilities of CAMC Advisor and shall preserve all
such  information,  records and documents until the expiration of any applicable
statute of limitations or extensions thereof. CWM REIT shall prepare and provide
to CCR such federal,  state,  local and foreign tax information  packages as CCR
shall  request for the use of CCR in  preparing  any Tax Return that  relates to
CAMC Advisor. Such tax information packages shall be completed by


<PAGE>


--------------------------------------------------------------------------------
CWM REIT and provided to CCR within 45 days after CCR's request therefor.
--------------------------------------------------------------------------------
    (f) Other than pursuant to this Agreement,  CWM REIT shall have no rights or
obligations  under any tax sharing  agreement  among CAMC Advisor and CCR and/or
any of its affiliates.
                                                                 A-23


<PAGE>



    (g) CAMC  Advisor  and CCR shall make  available,  or shall cause to be made
available to Price  Waterhouse LLP or the CWM REIT E&P Committee,  on a strictly
confidential  basis, as reasonably  requested by Price Waterhouse LLP or the CWM
REIT E&P Committee, all information, records or documents of CAMC Advisor, or of
any consolidated or combined group of which CAMC Advisor was a member, which (i)
is reasonably  available to CCR, and (ii) Price  Waterhouse  LLP or the CWM REIT
E&P Committee  reasonably  deems  relevant to the  preparation  and delivery (by
Price  Waterhouse  LLP) or review (by the CWM REIT E&P Committee) of the written
comfort described in Section 9.3(e).

    8.11 Covenant Not to Compete, Continuing Arrangements Etc.

    (a) During the two-year period commencing on the Closing Date, CCR will not,
without the written prior consent of CWM REIT, form, manage,  sponsor or own any
interest in, or in any other manner directly or indirectly including through any
other Person  participate in, a real estate investment trust (the parties hereto
acknowledge and agree that the foregoing covenant is provided in connection with
the Merger and the  issuance of the CWM Common Stock and is intended to preserve
the value of the goodwill and other intangible assets being acquired by CWM REIT
in the Merger).

    (b) During the four-year period commencing on the Closing Date, (i) CCR will
not employ, seek to employ,  recruit,  hire, or otherwise retain the services of
any employee of CWM REIT without  having  obtained prior approval of CWM's Board
of Directors,  and (ii) CWM REIT will not employ, seek to employ,  recruit, hire
or otherwise  retain the services of any employee of CCR without prior  approval
of the Chairman, Vice Chairman or a Senior Managing Director of

    (c) As long as CCR  beneficially  owns  more  than  5.0% of the  issued  and
outstanding Common Stock of CWM REIT, or any director, officer or other employee
or designee of CCR is also a member of the Board of Directors  of CWM REIT,  CCR
will  continue  to make  available  to Indy  Mac the  CWMBS,  Inc.  REMIC  shelf
registration statement on a basis, and at a cost,  substantially consistent with
past practices.

    (d) As long as CCR  beneficially  owns  more  than  5.0% of the  issued  and
outstanding Common Stock of CWM REIT, (i) if either of Messrs.  David S. Loeb or
Angelo R. Mozilo shall not be serving as a director of CWM REIT,  CWM REIT shall
cause one other person designated by CCR to be nominated to serve as a member of
CWM REIT's Board of Directors in lieu of Mr. Loeb or Mr. Mozilo, as the case may
be, and (ii) if neither Mr. Loeb nor Mr.  Mozilo is serving as a director of CWM
REIT, CWM REIT shall cause one person designated by CCR to be nominated to serve
as a member of CWM REIT's Board of Directors;  provided, however, that no person
shall be nominated  to serve as a director of CWM REIT  pursuant to this Section
8.11(d) whose  nomination  to or service on CWM REIT's Board of Directors  would
require  disclosure  pursuant  to  Item  401(f)  of  Regulation  S-K  under  the
Securities Act.

    (e) At the Effective Time, CCR shall cause the Certificate of Indy Mac to be
amended (the "Indy Mac Charter  Amendment")  to the effect that if (i) CCR shall
cease to beneficially  own more than 5.0% of the issued and  outstanding  Common
Stock of CWM REIT,  (ii)  neither Mr.  Loeb nor Mr.  Mozilo is a director of CWM
REIT,  or  (iii)  there  shall  occur a Change  of  Control,  CWM REIT  shall be
entitled,  in its sole discretion,  to compel the dissolution of Indy Mac and to
receive in the related  distribution  all assets thereof other than an amount of
cash, which shall be payable to CCR or its assignee, equal to three percent (3%)
of the book value of Indy Mac (with  each  share of  capital  stock of Indy Mac,
whether  common,  preferred or other,  representing  an equal economic  interest
without regard to any control premium) unless CCR, in its sole discretion, shall
request an independent appraisal thereof and an appraiser mutually acceptable to
CWM REIT and CCR  determines  that one percent  (1%) of the fair market value of
Indy Mac's  assets  either  exceeds or is less than three  percent  (3%) of Indy
Mac's book value,  in which event CCR or its assignee  shall receive such higher
or lower value, as the case may be. The cost of such appraisal shall be borne by
CCR. Additionally, the Indy Mac Charter Amendment


<PAGE>


--------------------------------------------------------------------------------
     shall  prohibit  the holder or holders  of Indy Mac  common  stock,  or any
security into which it may be converted or for which it may be  exchanged,  from
causing any assets,  whether tangible or intangible,  of Indy Mac to be used for
any purpose other than in furtherance of Indy Mac's business.
--------------------------------------------------------------------------------
                                      A-24


<PAGE>



    (f) In the event CWM REIT (i)  establishes or acquires a majority  ownership
interest in an entity the business  activities  of which are  substantially  the
same as all of the business  activities then being conducted by Indy Mac or (ii)
transfers to such other entity substantially all of the assets of Indy Mac, then
CWM REIT shall be required,  at CCR's option, to purchase CCR's interest in Indy
Mac at a purchase  price  equal to the amount  required to be paid to CCR or its
assignee in the event of a  liquidation  of Indy Mac pursuant to  paragraph  (e)
above.
    8.12  Reorganization.  From and  after  the  date  hereof  and  prior to the
Effective Time,  except for the transactions  contemplated or permitted  herein,
none of CAMC Advisor, CCR or CWM REIT shall knowingly take any action that would
be  inconsistent  with the  representations  and  warranties  made by it herein,
including, but not limited to, knowingly taking any action, or knowingly failing
to take any action,  that is known to cause  disqualification of the Merger as a
reorganization  within the meaning of Section  368(a) of the Code.  Furthermore,
from and after the date hereof and prior to the Effective  Time,  except for the
transactions  contemplated or permitted  herein,  each of CWM REIT, CCR and CAMC
Advisor  shall use  reasonable  efforts to  conduct  its  business  and file Tax
Returns in a manner  that would not  jeopardize  the  qualification  of CWM REIT
after the Effective  Time as a real estate  investment  trust as defined  within
Section 856 of the Code.
    8.13 Public  Statements.  The parties shall consult with each other prior to
issuing any public  announcement  or statement with respect to this Agreement or
the  transactions  contemplated  hereby  and shall  not  issue  any such  public
announcement or statement prior to such consultation,  except as may be required
by law or by the rules of the Exchange.
    8.14 Letter of CAMC Advisor's Accountants. CAMC Advisor shall use reasonable
efforts to cause to be delivered to CWM REIT an "agreed-upon  procedures" report
of Grant Thornton LLP covering the financial  statements and other financial and
statistical  information  of CAMC Advisor set forth in the Proxy  Statement  and
dated a date  within  five  business  days  before  the date on which  the Proxy
Statement  shall be mailed to the  stockholders of CWM REIT and addressed to CWM
REIT, in form and substance reasonably satisfactory to CWM REIT and customary in
scope and substance for reports delivered by independent  public  accountants in
connection  with proxy  statements  relating to mergers where the  consideration
paid is registered on Form S-4 under the Securities Act.
    8.15 Employee Matters.
    (a)  As of the  Closing  Date  or as  soon  as  practicable  thereafter  but
effective as of the Closing  Date,  CWM REIT shall  establish a defined  benefit
pension  plan  (the "CWM REIT DB Plan")  providing  comparable  benefits  to the
employees  currently  employed by CAMC Advisor who become  employees of CWM REIT
("Transferring  Employees") and who were as of the Closing Date covered by CCR's
defined benefit pension plan (the "CCR DB Plan"). Following the date hereof, the
parties  shall  negotiate  in good faith the terms of a  transfer  of assets and
liabilities  from the CCR DB Plan to the CWM REIT DB Plan in respect of the CAMC
Employees and CCR will provide the information required by one or more actuarial
firms acceptable to the parties to make the actuarial determinations  concerning
such a  transfer.  If such an  agreement  cannot be  reached,  there  will be no
transfer of assets and  liabilities  from the CCR DB Plan, the CCR DB Plan shall
retain the  liability  for all  benefits  accrued  under such plan  through  the
Closing  Date in  respect  of the CAMC  Employees  and CCR will amend the CCR DB
Plan,  effective  as of the  Closing  Date,  to  provide  that  the  service  of
Transferring  Employees for CWM REIT and its  affiliates  will be counted solely
for vesting  purposes under the CCR DB Plan with respect to benefits  accrued as
of the Closing Date by the  Transferring  Employees.  CCR  acknowledges  that if
assets are transferred  (representing the cost of the accrued benefits) from the
CCR DB Plan to the CWM  REIT DB Plan,  they  shall be  considered  to have  been
attributable  to amounts  paid by CWM REIT  pursuant  to the  provisions  of the
Management Agreement. All reasonable expenses of any actuaries,  consultants and
mechanics of the Transferring Employees and the accrued benefits (except the


<PAGE>


--------------------------------------------------------------------------------
direct costs thereof referred to above) shall be borne by CWM REIT.
--------------------------------------------------------------------------------
                                      A-25


<PAGE>



     (b)  (1)  Effective  as  of  the  Closing  Date,  all  CAMC  Employees  who
participated  in the CCR 401(k) Plan  immediately  prior to the Closing Date and
who  are  Transferring  Employees  (the  "Savings  Participants")  shall  become
participants  under a defined  contribution  plan  meeting the  requirements  of
Section 401(k) of the Code  established by CWM REIT or maintained by CWM REIT or
an Affiliate of the CWM REIT (the "CWM REIT 401(k)  Plan").  The CWM REIT 401(k)
Plan shall (i) provide  for the  transfer to the trust under the CWM REIT 401(k)
Plan of the assets  attributable  to the  accounts of the  Savings  Participants
under the CCR 401(k) Plan and the  crediting  and  maintenance  of such accounts
under the CWM REIT 401(k) Plan, (ii) preserve for the Savings  Participants  all
benefits  required to be  preserved  under  Section  411(d)(6)  of the Code with
respect to their accounts transferred to CWM REIT 401(k) Plan, and (iii) provide
that  periods  of  employment  with  CAMC  Advisor,   its  Affiliates  or  other
predecessor  employers,  to the  extent  recognized  under the CCR  401(k)  Plan
immediately  prior to the Closing Date, shall be taken into account for purposes
of determining,  as applicable,  eligibility for  participation,  distributions,
vesting and amount of employer  contributions of any Savings  Participant  under
the CWM REIT 401(k) Plan.  Without  limiting the foregoing,  the CWM REIT 401(k)
Plan shall (i) accept the transfer of participant loans from the CCR 401(k) Plan
and  shall  provide  for  the  continued   administration  of  such  transferred
participant  loans  for the  remainder  of their  terms in  accordance  with the
provisions  thereof and (ii) accept the  transfer of shares of CCR common  stock
("Stock")  in respect of Savings  Participants'  interest  in the CCR Stock Fund
maintained under the CCR 401(k) Plan.
    (2) As promptly as practicable after the Closing,  CWM REIT shall provide to
CCR documentation  satisfactory to CCR regarding the qualified status of the CWM
REIT  401(k)  Plan  under  Section  401(a)  of the Code  either in the form of a
favorable  determination  letter  issued  by the IRS or an  opinion  of  outside
counsel to CWM REIT.  CWM REIT  covenants  and agrees to take all such action as
may be necessary to establish and maintain the qualified  status of the CWM REIT
401(k) Plan through the asset  transfer  date  referred to in  paragraph  (b)(1)
above.
     (3) Provided that CWM REIT has complied with the foregoing  requirements of
this  Section  8.15,  CCR shall  cause the  trustee  of the CCR  401(k)  Plan to
transfer to the trustee of CWM REIT  401(k)  Plan,  and CWM REIT shall cause the
trustee of CWM REIT 401(k) Plan to accept such transfer,  an amount equal to the
fair market value of the aggregate account balances of the Savings  Participants
determined as of the Valuation Date (the "Transfer Amount");  provided, however,
that such transfer  shall be made in two tranches as follows:  the first tranche
shall be  transferred  on the Valuation Date and shall be an amount equal to not
less than 90% of the amount which CCR in good faith  reasonably  estimates to be
the Transfer  Amount (the  "Estimated  Transfer  Amount") and the second tranche
shall be transferred not more than 30 days after the Valuation Date and shall be
an amount equal to the difference  between the Transfer Amount and the Estimated
Transfer  Amount;  and provided,  further,  however,  that such  transfer  shall
consist only of cash, participant loans (including any promissory notes or other
documents evidencing such participant loans) and shares of Stock.
    (c)  Effective  as of the  Closing  Date,  CWM REIT shall offer to cover all
salaried  CAMC  Employees  who  are  Transferring  Employees  under  replacement
vacation,  health,  dental,  prescription  drug, life insurance,  disability and
other  health  and  welfare  benefit  plans  as it may  determine  in  its  sole
discretion  to be  appropriate;  provided,  however,  that in any event CWM REIT
shall (1) waive any  limitation  of coverage of such CAMC  Employees  (and their
eligible  dependents)  due to pre-existing  conditions  which were covered under
CCR's  Welfare  Benefit  Plans,  (2)  credit  each such CAMC  Employee  with all
deductible  payments  and  co-payments  paid by such CAMC  Employee  under CCR's
Welfare  Benefit  Plans  during  the year in which the  Closing  occurs  for the
purpose of determining  the extent to which any such CAMC Employee has satisfied
his or her  deductible  and  whether  he or she has  reached  the  out-of-pocket
maximum under CWM REIT's health and welfare  benefit plans for such year and (3)
credit each such CAMC Employee for all service with CCR and its Affiliates  with
their respective predecessors prior to the closing for all purposes for which


<PAGE>


--------------------------------------------------------------------------------
such service was recognized by CCR.  Except with respect to liabilities  arising
under plans described in Sections  8.15(a),  (b) and (d) (the treatment of which
is  provided  for in those  Sections),  (i) CWM REIT  shall  be  liable  for all
benefits  accrued and claims  incurred  on and after the  Closing  Date by or in
respect of Transferring  Employees  (including in the case of claims for medical
or dental  benefits,  all medical and dental expenses  incurred on and after the
Closing Date) and (ii)
--------------------------------------------------------------------------------
                                      A-26



<PAGE>



CCR shall have no liability  with respect  thereto;  and CCR shall be liable for
all benefits accrued and claims incurred prior to the Closing Date (including in
the case of medical or dental benefits, all medical and dental expenses incurred
prior to the Closing  Date) and CWM REIT shall have no  liability  with  respect
thereto (other than its obligations  relating thereto pursuant to the Management
Agreement for periods through the Closing Date).

    (d) Following the date hereof, the parties shall negotiate in good faith the
terms of a transfer of assets and liabilities  from CCR's deferred  compensation
plan and supplemental executive retirement plan to such plans of CWM REIT as CWM
REIT may  reasonably  establish  in respect of the CAMC  Employees  and CCR will
provide the information  required by one or more actuarial  firms  acceptable to
the parties to make the actuarial determinations  concerning such a transfer. If
such an  agreement  cannot be  reached,  there will be no transfer of assets and
liabilities  from its  deferred  compensation  plan and  supplemental  executive
retirement plan,  CCR's deferred  compensation  plan and supplemental  executive
retirement  plan shall retain the liability for all benefits  accrued under such
plan  through the  Closing  Date in respect of the CAMC  Employees  and CCR will
amend CCR's deferred  compensation  plan and supplemental  executive  retirement
plan,  effective  as of the  Closing  Date,  to  provide  that  the  service  of
Transferring  Employees for CWM REIT and its  affiliates  will be counted solely
for vesting purposes under such plans with respect to benefits accrued as of the
Closing Date by the Transferring Employees.  CCR acknowledges that if assets are
transferred  (representing the cost of the accrued benefits) from CCR's deferred
compensation  plan and supplemental  executive  retirement plan to such plans of
CWM REIT, they shall be considered to have been  attributable to amounts paid by
CWM REIT pursuant to the provisions of the Management Agreement.  All reasonable
expenses  of any  actuaries,  consultants  and  mechanics  of  the  Transferring
Employees and the accrued  benefits (except the direct costs thereof referred to
above) shall be borne by CWM REIT.
    8.16 Notice of Certain  Events.  Each party hereto shall promptly notify the
other party of (i) any notice or other  communication  from any Person  alleging
that the consent of such Person is or may be  required  in  connection  with the
transactions   contemplated  by  this  Agreement;   (ii)  any  notice  or  other
communication  from any  Governmental  Body in connection with the  transactions
contemplated  by  this  Agreement;   and  (iii)  any  actions,   suits,  claims,
investigations  or  proceedings  commenced  or,  to  its  knowledge,  threatened
against,  relating to or involving or otherwise  affecting  either such party or
any of its Subsidiaries  which, if pending on the date of this Agreement,  would
have been  required to have been  disclosed  on Section 5.5 of the CAMC  Advisor
Disclosure  Schedule or which  relate to the  consummation  of the  transactions
contemplated by this Agreement.
    8.17  Director  and Officer  Indemnification.  From and after the  Effective
Date, CCR shall not amend,  repeal or otherwise modify the current provisions in
its Certificate of  Incorporation or Bylaws providing for limitation of director
liability and  indemnification of directors,  officers,  employees and agents in
any manner that would adversely affect the rights  thereunder of individuals who
at any time prior to the Effective Time were directors,  officers,  employees or
agents of CAMC Advisor in respect of actions or omissions  occurring at or prior
to  the  Effective  Time  (including,   without  limitation,   the  transactions
contemplated by this  Agreement),  unless such  modification is required by law.
CCR shall  also  cause to be  maintained  in effect for not fewer than 60 months
from the Effective Time policies of directors' and officers' liability insurance
currently in force for its own officers and directors to cover those persons who
are or were  directors  and/or  officers of CAMC Advisor  (provided that CCR may
substitute  therefor policies  providing  coverage in an aggregate amount of $20
million,  the other terms and conditions of which are no less  advantageous than
those  contained  in the  policies  currently  in force) with respect to matters
occurring prior to the Effective Time, unless it can be shown that such policies
cannot be obtained or  maintained,  as the case may be, by CCR on terms that are
commercially reasonable at such time; provided,  that, in the event any claim or
claims are  asserted  or made within  such 60 months,  such  coverage in respect
thereof shall not be terminated until final


<PAGE>


--------------------------------------------------------------------------------
     disposition of all such claims.  CWM REIT shall  reimburse CCR for the cost
of obtaining  or  maintaining,  as the case may be, such  policies to the extent
that such cost is reasonably  allocable to $20 million of coverage in respect of
actions or omissions of directors, officers, employees or agents of CAMC Advisor
prior to the  Effective  Time,  provided  that the amount of such  reimbursement
shall not exceed $50,000 in the aggregate. This Section 8.17 which shall survive
the
--------------------------------------------------------------------------------
                                                                 A-27



<PAGE>



consummation  of the  Merger  and the  Effective  Time,  and except as set forth
herein,  shall continue  without limit,  is intended to benefit each present and
former  director  and  officer  of  CAMC  Advisor  and  their  heirs  and  legal
representatives  (who shall be entitled to enforce  the  provisions  hereof) and
shall be binding on all  successors  and assigns of CAMC Advisor and CCR. In the
event that CCR or any of its  successors  or assigns  (i)  consolidates  with or
merges  into any  other  Person  and shall not be the  continuing  or  surviving
corporation or entity of such  consolidation  or merger or (ii) transfers all or
substantially  all of its properties and assets to any person,  then and in such
case,  proper provisions shall be made so that the successors and assigns of CCR
assume the obligations set forth in this Section 8.17.

  8.18 Further  Action.  Each party hereto shall,  subject to the fulfillment or
waiver at or before the Effective  Time of each of the conditions of performance
set forth  herein,  perform such further acts and execute such  documents as may
reasonably be required to effect the Merger.

     8.19 Books and Records.  Unless  otherwise  consented to in writing by CCR,
CWM REIT  will  not,  and will not  cause or  permit  any of its  Affiliates  or
Subsidiaries to, destroy or otherwise dispose of any of the books and records of
CAMC Advisor prior to the tenth  anniversary  of the Closing Date,  and CWM REIT
will,  and will cause its  Affiliates  and  Subsidiaries  to,  grant CCR and its
representatives  reasonable  access  thereto  during normal  business  hours and
permit them to make copies thereof and, prior to destroying or discarding any of
such  party's  books and  records,  shall  provide  the other  party  hereto the
opportunity to retain copies of such records.

     8.20  Restrictions  on Resale  of Share  Consideration.  Without  the prior
written  consent  of  CWM  REIT  or  except  pursuant  to  Section  2.2  of  the
Registration  Rights  Agreement (a) CCR will neither sell,  pledge nor otherwise
transfer any of the CAMC Share  Consideration  or shares of the CWM Common Stock
acquired in the exercise of its Special  Purchase  Rights for a two-year  period
commencing  upon the Closing Date and (b) during the 12 month  period  following
such  two-year  period,  CCR  may  transfer  up to 50% of  all of  such  shares.
Thereafter,  CCR may transfer up to 100% of any of such shares not previously so
transferred.

  8.21 CAMC Advisor Shareholder  Approval.  CCR hereby agrees to vote the shares
of CWM Common  Stock owned by CCR, and CAMC  Advisor  hereby  agrees to vote the
shares of CWM Common Stock owned by CAMC Advisor,  in favor of the Agreement and
the transactions contemplated hereby.

  8.22 Waiver of Limitations on Percentage Ownership. In the event that CWM REIT
shall waive the application of the limitation on percentage  ownership of shares
of CWM  Common  Stock  set  forth in  Section  3 of CWM  REIT's  Certificate  of
Incorporation  with respect to any Person,  CWM REIT shall waive the application
of such limitation in the same manner and to the same extent with respect to

  8.23  Delivery  of  Certain  Financial  Statements.  Promptly  after  they are
available,  and in any event not later than the tenth  business day prior to the
Closing Date, CAMC Advisor shall provide to CWM REIT (i) true and correct copies
of its unaudited consolidated balance sheet as of February 28, 1997, and related
unaudited  statements  of income  and cash  flows for the  fiscal  year ended on
February  28,  1996 and 1997 and (ii) true and correct  copies of its  unaudited
balance sheet as of the last day of each month  occurring  after the date hereof
and prior to the Closing Date and the related unaudited statements of income and
cash  flows  for the year to date  ending  on the last day of each  such  month.
Delivery of such financial  statements shall be deemed to be a representation by
CAMC Advisor that to its  knowledge  such balance sheet  (including  the related
notes, if any) presents fairly, in all material respects, the financial position
of CAMC  Advisor as of the  specified  date,  and the other  related  statements
(including the related notes, if any) included  therein  present fairly,  in all
material  respects,  the  results  of its  operations  and  cash  flows  for the
respective  periods  or as of the  respective  dates set forth  therein,  all in
conformity with generally accepted accounting principles consistently


<PAGE>


--------------------------------------------------------------------------------
applied  during the periods  involved,  except as otherwise  stated in the notes
thereto, subject to normal year-end audit adjustments.
--------------------------------------------------------------------------------
  8.24  Distributions.  CAMC Advisor shall declare and pay a dividend payable to
CCR immediately prior to the Effective Time in an amount equal to the amount (i)
determined by Price  Waterhouse LLP to enable it to express the written  comfort
required by Section 9.3(e) and (ii) timely communicated to CCR. CAMC Advisor
                                      A-28



<PAGE>



shall also declare a dividend  payable to CCR and payable  immediately  prior to
the  Effective  Time of any  property,  known or unknown,  owned by CAMC Advisor
that,  in the absence of such  distribution,  would  result in the breach of the
representation and warranty contained in Section 5.8(c).

    8.25 Sales and Use Taxes,  Etc.  All sales,  use,  transfer,  recording  and
similar Taxes imposed on and payable by CWM REIT,  CCR, or CAMC Advisor  arising
out  of or in  connection  with  the  transactions  effected  pursuant  to  this
Agreement shall be borne equally by CCR and CWM REIT.
                                                               ARTICLE 9
                                                       CONDITIONS TO THE MERGER
    9.1 Conditions to Each Party's  Obligations.  The respective  obligations of
CWM REIT,  CAMC Advisor and CCR to consummate the  transactions  contemplated by
this Agreement are subject to the fulfillment at or prior to the Closing Date of
each of the following  conditions,  which conditions may be waived only with the
consent of CCR and CWM REIT:
    (a)  CWM  REIT  Stockholder  Approval.   The  Agreement,   the  transactions
contemplated  hereby and any proposed amendments to or waivers in respect of CWM
REIT's  Certificate  of  Incorporation  and  Bylaws  necessary  to carry out the
transactions  contemplated  hereby  as to which  stockholder  approval  is being
sought in the Proxy Statement shall have been duly approved, in each case by the
requisite  holders of CWM Common Stock in accordance with applicable  provisions
of the Exchange,  the DGCL,  and CWM REIT's  Certificate  of  Incorporation  and
Bylaws.
     (b) HSR Act.  The waiting  period  applicable  to the  consummation  of the
Merger under the HSR Act, if applicable, shall have expired or been terminated.
     (c)  No  Injunction  or  Proceedings.  There  shall  not be in  effect  any
judgment, writ, order, injunction or decree of any court or Governmental Body of
competent   jurisdiction   restraining,   enjoining  or   otherwise   preventing
consummation  of the  transactions  contemplated by this Agreement or permitting
such consummation  only subject to any condition or restriction  unacceptable to
either of CWM REIT or CAMC Advisor,  each in its reasonable judgment,  nor shall
there be pending or  threatened  by any  Governmental  Body any suit,  action or
proceeding  seeking to restrain or restrict the consummation of the transactions
contemplated  hereby or seeking damages in connection  therewith,  which, in the
reasonable judgment of either CWM REIT or CAMC Advisor could have (i) a Material
Adverse Effect on CWM REIT or CAMC Advisor, or (ii) a material adverse effect on
the  ability,  of CWM  REIT,  CCR or CAMC  Advisor  to  perform  its  respective
obligations under this Agreement,  the Cooperation Agreement or the Registration
Rights Agreement.

    (d) No Suspension of Trading,  Etc. At the Effective Time, there shall be no
suspension of trading in, or limitation on prices for,  securities  generally on
the  Exchange,   declaration  of  a  banking  moratorium  by  federal  or  state
authorities or any suspension of payments by banks in the United States (whether
mandatory or not) or of the extension of credit by lending  institutions  in the
United States, or commencement of war, armed hostility,  or other  international
or national calamity directly or indirectly  involving the United States,  which
war, hostility or calamity (or any material  acceleration or worsening thereof),
in the sole judgment of CWM REIT,  would have a Material  Adverse Effect on CAMC
Advisor or, in the sole judgment of CCR, would have a Material Adverse Effect on
CWM REIT.

    (e) Registration  Rights Agreement.  The Registration  Rights Agreement,  in
substantially  the form of Exhibit A attached  hereto,  except for such  changes
therein as may be agreed upon by CCR and CWM REIT,  shall have been executed and
delivered by the parties thereto.

     (f) Cooperation  Agreement.  An agreement between CCR and CWM REIT relating
to  certain  interim  sharing  and  service   arrangements   (the   "Cooperation
Agreement"),  in form  and  substance  reasonably  satisfactory  to the  parties
thereto, shall have been executed and delivered by each such party.
                                      A-29


<PAGE>



    (g) Employment Contract.  Michael W. Perry, the Executive Vice President and
Chief  Operating  Officer of CAMC  Advisor,  shall have entered into a long-term
employment  contract  with CAMC  Advisor,  and CWM REIT shall have  assumed such
contract.
     (h) Physical  Facility.  A new  long-term  lease or sublease  agreement (or
other satisfactory arrangement) relating to space at 35 North Lake Avenue or 155
North Lake Avenue, in form and substance  reasonably  satisfactory to each party
to the lease or sublease  agreement,  shall have been  executed and delivered by
each such party.

    9.2  Conditions to Obligations of CCR and CAMC Advisor to Effect the Merger.
The obligations of CCR and CAMC Advisor to effect the Merger shall be subject to
the  fulfillment  at or prior to the Closing Date of the  following  conditions,
unless waived in writing by CCR and CAMC Advisor:

    (a) CWM REIT shall have performed in all material  respects its  obligations
and agreements  contained in this Agreement required to be performed on or prior
to the Closing Date and the representations and warranties of CWM REIT contained
in this Agreement  shall be true and correct in all material  respects as of the
Closing  Date  as if  made on the  Closing  Date  (except  for  changes  therein
contemplated  or  permitted  by this  Agreement),  and CAMC  Advisor  shall have
received a certificate  of the  Executive  Vice  President  and Chief  Operating
Officer of CWM REIT, dated the Closing Date, certifying to such effect.

    (b)  Since  September  30,  1996,  there  shall  not have  occurred  or been
threatened any material adverse changes in the business, properties,  operations
or condition (financial or other) of CWM REIT.

    (c) The limitation on percentage ownership of shares of CWM Common Stock set
forth in Section 3 of CWM REIT's  Certificate of  Incorporation,  if applicable,
shall  have been duly  waived  for CCR for the  purposes  of the Merger and such
waiver shall be valid and in full force and effect. Such waiver shall also apply
to the exercise of the Special Purchase Rights of CCR.

     (d) CAMC Advisor and CCR shall have received the favorable opinion of Brown
& Wood LLP, in form and substance  satisfactory  to CCR, as to (i) the corporate
existence and authority of CWM REIT, (ii) the due  authorization,  execution and
delivery of this Agreement and the  Registration  Rights  Agreement by CWM REIT,
(iii) the  enforceability of each of this Agreement and the Registration  Rights
Agreement  and (iv) the due  authorization,  issuance,  delivery,  validity  and
nonassessability of the Share Consideration.
    (e) CCR shall have received an opinion of Fried,  Frank,  Harris,  Shriver &
Jacobson,  to the effect that the Merger will be treated for federal  income tax
purposes as a reorganization within the meaning of Section 368(a) of the Code.

    9.3  Conditions  to  Obligation  of CWM  REIT  to  Effect  the  Merger.  The
obligations of CWM REIT to effect the Merger shall be subject to the fulfillment
at or prior to the Closing Date of the  following  conditions,  unless waived in
writing by CWM REIT:

    (a) CAMC Advisor and CCR shall have performed in all material respects their
respective obligations and agreements contained in this Agreement required to be
performed on or prior to the Closing Date and the representations and warranties
of CAMC Advisor and CCR contained in this Agreement shall be true and correct in
all  material  respects  as of the Closing  Date as if made on the Closing  Date
(except for changes therein  contemplated or permitted by this  Agreement),  and
CWM REIT shall have received a certificate of the Chairman,  Vice Chairman, or a
Senior  Managing  Director  of  CCR  and  of  the  President  of  CAMC  Advisor,
respectively, dated the Closing Date, certifying to such effect.
     (b) Since August 31, 1996, there shall not have occurred or been threatened
any  material  adverse  changes  in  the  business,  properties,  operations  or
condition (financial or other) of CAMC Advisor, except for changes resulting

<PAGE>


--------------------------------------------------------------------------------
from (i) fees or other  amounts  earned by CAMC  Advisor  under  the  Management
Agreement or (ii) any  transactions  contemplated by this  Agreement,  including
Section 8.8.
--------------------------------------------------------------------------------
                                      A-30


<PAGE>



     (c) If required by the Special Committee,  Dean Witter shall have delivered
to the Special Committee prior to the date that the Proxy Statement is mailed to
the  Stockholders of CWM REIT its opinion that the  consideration  to be paid to
CCR is fair, from a financial point of view.

    (d) CWM REIT shall have received an  appropriate  affidavit from CCR stating
CCR's United  States  taxpayer  identification  number and that the CCR is not a
foreign person within the meaning of Section 1445(b)(2) of the Code.
    (e) CWM REIT  shall have  received  written  comfort  in form and  substance
reasonably  satisfactory to it from Price  Waterhouse LLP that CAMC Advisor will
not have any  accumulated or current  earnings and profits within the meaning of
Section 312 of the Code as of the Effective  Time.  CCR shall provide to the CWM
REIT E&P Committee and Price Waterhouse LLP all information reasonably available
to CCR that is necessary to calculate the accumulated  and current  earnings and
profits of CAMC Advisor as of the Effective  Time,  including but not limited to
all federal  income Tax Returns of CAMC  Advisor and any  consolidated  group of
which CAMC Advisor and CCR are or have been members, working papers created with
respect to such Tax Returns,  and information with respect to any federal income
Tax controversy,  either pending or resolved,  with respect to such returns. Any
such information  shall be treated as strictly  confidential by the CWM REIT E&P
Committee,  Price Waterhouse LLP and every employee of, and advisor to, CWM REIT
and Price Waterhouse LLP.
    (f) CWM REIT shall have received the favorable opinion of (i) Fried,  Frank,
Harris,  Shriver & Jacobson, in form and substance  satisfactory to CWM REIT, as
to (A) the  corporate  existence  and authority of each of CCR and CAMC Advisor,
(B) the due  authorization,  execution and delivery of this Agreement by each of
CCR and CAMC Advisor,  (C) the due authorization,  execution and delivery of the
Registration Rights Agreement by CCR, and (D) the enforceability of each of this
Agreement  and the  Registration  Rights  Agreement  and (ii) Sandor E. Samuels,
General  Counsel to CCR, in form and substance  satisfactory  to CWM REIT, as to
the due authorization, issuance, validity, nonassessability and ownership of the
CAMC Shares.
    (g) CWM REIT shall  have  received  from each of  Messrs.  David S. Loeb and
Angelo R. Mozilo an expression of his current  intention to continue to serve as
Chairman and Vice Chairman, respectively, of the Board of Directors of CWM REIT,
subject to (i) CCR's  maintaining  beneficial  ownership of in excess of 5.0% of
the issued and outstanding CWM Common Stock,  (ii) his death or disability,  and
(iii) the wishes of CWM REIT's Board of Directors and stockholders.
    (h) CWM REIT shall have  received from Mr. Angelo R. Mozilo an expression of
his current  intention to continue to serve as of Chief Executive Officer of CWM
REIT for at least two years  following  the Closing  Date,  subject to (i) CCR's
maintaining  beneficial  ownership  of in  excess  of  5.0%  of the  issued  and
outstanding CWM Common Stock, (ii) his death or disability, and (iii) the wishes
of CWM REIT's Board of Directors and stockholders.
     (i) The Indy Mac Charter Amendment,  in form and substance  satisfactory to
CWM REIT,  shall  have been filed  with the  Secretary  of State of the State of
Delaware and shall be in effect.
                                   ARTICLE 10

                         TERMINATION; AMENDMENT; WAIVER

     10.1  Termination by Mutual  Consent.  This Agreement may be terminated and
the Merger may be abandoned at any time prior to the Effective  Time,  before or
after the approval by CCR or the stockholders of CWM REIT, respectively,  either
by the mutual  written  consent  of CWM REIT and CCR or by mutual  action of the
Board of Directors of CCR and the Special Committee of CWM REIT.


<PAGE>


--------------------------------------------------------------------------------
      10.2 Termination by Either CWM REIT or CAMC Advisor. This Agreement may be
--------------------------------------------------------------------------------
     terminated  and the Merger may be  abandoned  (a) by action of the  Special
Committee in the event of a failure of a condition to the
                                      A-31


<PAGE>



obligations of CWM REIT set forth in Article 9 of this Agreement;  (b) by action
of the Board of Directors of CCR in the event of a failure of a condition to the
obligations of CCR or CAMC Advisor set forth in Article 9 of this Agreement;  or
(c) by action of the Board of Directors  of CCR or the Special  Committee if (i)
the Pre-Closing  Market Value is greater than $26.16 or less than $16.92 or (ii)
a United  States  federal or state  court of  competent  jurisdiction  or United
States federal or state Governmental Body shall have issued an order,  decree or
ruling or taken any other action permanently restraining, enjoining or otherwise
prohibiting  the  transactions  contemplated  by this  Agreement and such order,
decree,  ruling or other  action  shall have  become  final and  non-appealable,
provided,  that the party seeking to terminate this  Agreement  pursuant to this
clause  (c)(ii)  shall have used all  reasonable  efforts to remove  such order,
decree,  ruling  or  injunction;  and  provided,  in the  case of a  termination
pursuant to clause (a) or (b) above,  that the terminating  party shall not have
breached in any material  respect its  obligations  under this  Agreement in any
manner  that shall  have  approximately  contributed  to the  occurrence  of the
failure referred to in said clause.

  10.3 Effect of  Termination  and  Abandonment.  In the event of termination of
this  Agreement and  abandonment  of the Merger  pursuant to this Article 10, no
party hereto (or any of its  directors or officers)  shall have any liability or
further  obligation  to any other party to this  Agreement,  except that nothing
herein will relieve any party from liability for any breach of this Agreement.

  10.4 Amendment. This Agreement, the Cooperation Agreement and the Registration
Rights  Agreement may be amended at any time by written  agreement signed by CWM
REIT,  CAMC Advisor  (provided  that the signature of CAMC Advisor signed by CWM
REIT,  CAMC Advisor  (provided  that the signature of CAMC Advisor shall only be
required for amendments prior to the Effective Time) and CCR; provided, however,
that an  amendment  to this  Agreement  made  subsequent  to the adoption by the
stockholders  of CWM REIT of this  Agreement  shall not alter or change  (i) the
amount or kind of  consideration to be received in exchange for or on conversion
of all or any of the shares of CAMC Advisor, (ii) any term of the Certificate of
Incorporation  of CWM REIT,  or (iii) any of the  terms and  conditions  of this
Agreement if such alteration or change would adversely  affect the  stockholders
of CWM REIT.

  10.5 Waiver.  Any party to this Agreement,  the  Cooperation  Agreement or the
Registration  Rights Agreement may extend the time for the performance of any of
the  obligations  or other acts of any other party hereto,  or waive  compliance
with any of the  agreements  of any  other  party or with any  condition  to the
obligations  hereunder,  in any case only to the extent  that such  obligations,
agreements and conditions are intended for its benefit.

                                   ARTICLE 11

                                  MISCELLANEOUS

  11.1 Expenses. Except as otherwise expressly provided herein, each party shall
bear  its own  expenses,  including  the  fees and  expenses  of any  attorneys,
accountants,  investment bankers,  brokers,  finders or other  intermediaries or
other Persons  engaged by it, incurred in connection with this Agreement and the
transactions contemplated hereby; provided,  however, that in the event that the
Merger occurs,  CWM REIT shall bear all out-of-pocket  fees and expenses of CAMC
Advisor and CCR arising out of or incurred in  connection  with (a) the transfer
of the CAMC  Employees to CWM REIT and  compliance  by CAMC Advisor and CCR with
the provisions of Sections 8.15 and 8.17 hereof, including,  without limitation,
all actuarial, consulting and other fees and expenses, (b) the audit of the CAMC
financial  statements  referred  to in  Section  5.11,  (c) the  letter of Grant
Thornton  LLP referred to in Section  8.14  (including  the fees and expenses of
Grant Thornton LLP related thereto), (d) any of the matters described in Section
8.17  and (e)  the  Proxy  Statement  and the  CWM  REIT  Stockholders  Meeting,
including all printing, mailing, solicitation,  legal, accounting and other fees
and expenses.

      11.2 Notices, Etc. All notices, requests, demands or other communications
required by or otherwise with respect to this Agreement  shall be in writing and
shall be deemed to have been duly given to any party when  delivered  personally
(by courier service or otherwise),  when delivered by facsimile and confirmed by
return
                                      A-32



<PAGE>



facsimile, or seven days after being mailed by first-class mail, postage prepaid
and return receipt requested in each case to the applicable  addresses set forth
below:


If to CAMC Advisor or to CCR:

c/o Countrywide Credit Industries, Inc.
155 North Lake Avenue


<PAGE>


-----------------------------------------
Pasadena, CA 91101 Attention: General
Counsel Facsimile: (818) 584-2397
-----------------------------------------

with a copy to:



<PAGE>


------------------------------------------------
Fried, Frank, Harris, Shriver & Jacobson One
New York Plaza
------------------------------------------------
New York, NY 10004
Attention: Kenneth R. Blackman Facsimile:
(212) 859-4000

If to CWM REIT:

CWM Mortgage Holdings, Inc.
35 North Lake Avenue


<PAGE>


-----------------------------------------
Pasadena, CA 91101 Attention: General
Counsel Facsimile: (818) 304-7575
-----------------------------------------

with a copy to:

Brown & Wood LLP
One World Trade Center


<PAGE>


--------------------------------------------------------------------------------
New York, NY 10048-0557 Attention: Edward J. Fine Facsimile: (212) 839-5599
--------------------------------------------------------------------------------

or to such other address as such party shall have  designated by notice so given
to each other party.
  11.3  Survival.  The  representations  and  warranties  of the parties  hereto
contained in this Agreement or in any certificate  delivered  pursuant hereto or
in connection  herewith  shall survive the Closing,  but shall  terminate on the
first  anniversary of the Closing Date,  except that those contained in Sections
5.7, 5.8 and 5.13 shall terminate upon  expiration of the applicable  statute of
limitations  with respect to the matters  covered  thereby.  The  covenants  and
agreements set forth in this  Agreement  shall not survive the Closing except in
such cases  where such  covenants  and  agreements  by their  terms  contemplate
performance after the Closing Date. Notwithstanding the preceding sentences, any
covenant,  agreement,  representation  or warranty in respect of which indemnity
may be sought  pursuant to Section 4.6 shall  survive the time at which it would
otherwise  terminate pursuant to the preceding  provisions of this Section 11.3,
if  written  notice of the  inaccuracy  or breach  thereof,  specifying  Damages
(including the amount thereof) giving rise to such right to indemnity shall have
been  given to the party  against  whom such  indemnity  may be  sought.  If any
governmental  taxing authority asserts a deficiency with respect to a tax matter
which, if conceded,  could result in a claim for which indemnity could be sought
pursuant  to Section  4.6,  CWM REIT shall be  permitted  to give  notice of the
breach of a representation, warranty, covenant, or agreement and specify Damages
in the  amount  so  asserted  (including  applicable  interest  and  penalties),
notwithstanding  CWM REIT's  intent to dispute  such  claims.  The amount of the
claim shall be deemed to be the amount of the settlement or adjudicated damages.
                                      A-33


<PAGE>





     11.4 No Assignment. This Agreement shall be binding upon and shall inure to
the benefit of and be enforceable by the parties and their respective successors
and assigns;  provided  that,  except as otherwise  expressly  set forth in this
Agreement,  neither the rights nor the  obligations of any party may be assigned
or delegated without the prior written consent of the other party.

      11.5 Entire Agreement. Except as otherwise provided herein, this Agreement
     ,the Cooperation Agreement and the Registration Rights Agreement embody the
entire  agreement and  understanding  among the parties  relating to the subject
matter hereof and supersede all prior agreements and understandings  relating to
such subject matter, and there are no  representations,  warranties or covenants
by the parties  hereto  relating to such matter other than those  expressly  set
forth herein (including the CAMC Advisor Disclosure Schedule) or therein and any
writings expressly required hereby or thereby.

      11.6 Specific Performance. The parties acknowledge that, except for 
     breaches  of  Sections  4.6 and 8.20 as to which the sole  remedy  shall be
money damages,  money damages are not an adequate  remedy for violations of this
Agreement  and that any party may, in its sole  discretion,  apply to a court of
competent  jurisdiction  for specific  performance  or  injunctive or such other
relief as such court may deem just and proper to enforce  this  Agreement  or to
prevent any violation hereof.

     11.7 Remedies  Cumulative.  All rights,  powers and remedies provided under
this  Agreement  or otherwise  available  in respect  hereof at law or in equity
shall be cumulative  and not  alternative,  and the exercise or beginning of the
exercise of any  thereof by any party shall not  preclude  the  simultaneous  or
later exercise of any other such right, power or remedy by such party.

     11.8 No Waiver.  The  failure of any party  hereto to  exercise  any right,
power or remedy provided under this Agreement or otherwise  available in respect
hereof  at law or in  equity or to insist  upon  compliance  by any other  party
hereto with its obligations hereunder, and any custom or practice of the parties
at variance with the terms hereof,  shall not  constitute a waiver by such party
of its right to exercise any such or other  right,  power or remedy or to demand
such compliance.

      11.9 No Third-Party Beneficiaries. Except for the successors and assigns
referred to in Section 11.4 and the directors, officers, employees,  affiliates,
agents and assigns referred to in Section 4.6, and in each such section, only to
the extent of the rights and benefits set forth  therein,  this Agreement is not
intended to be for the benefit of and shall not be  enforceable by any Person or
entity who or which is not a party hereto.

      11.10 Jurisdiction and Venue. Each party hereby irrevocably submits to the
exclusive  jurisdiction  of the United  States  District  Court for the  Central
District of California  or any court of the State of  California  located in the
City of Los Angeles in any action suit or proceeding  arising in connection with
this  Agreement,  and agrees that any such action,  suit or proceeding  shall be
brought  only in such  court  (and  waives  any  objection  based on  forum  non
conveniens or any other objection to venue  therein);  provided,  however,  that
such  consent to  jurisdiction  is solely for the  purpose  referred  to in this
Section  11.10  and  shall  not be  deemed  to be a  general  submission  to the
jurisdiction  of said courts or in the State of  California  other than for such
purpose.

      11.11 Governing Law. This Agreement and all disputes hereunder shall be
governed by and construed  and enforced in accordance  with the internal laws of
the State of Delaware, without regard to principles of conflict of laws.

      11.12 Name, Captions, Etc. The name assigned to this Agreement and the
section captions used herein are for convenience of reference only and shall not
affect the interpretation or construction hereof. Unless otherwise specified (a)
the terms  "hereof,"  "herein"  and similar  terms refer to this  Agreement as a
whole and (b) references herein to Articles or Sections refer to


<PAGE>


-------------------------------------------------------------------------------
articles or sections of this Agreement.
-------------------------------------------------------------------------------
     11.13  Severability.  If any  term of  this  Agreement  or the  application
thereof to any party or circumstance  shall be held invalid or  unenforceable to
any extent, the remainder of this Agreement and the application of such
                                      A-34



<PAGE>



term to the other  parties or  circumstances  shall not be affected  thereby and
shall be enforced to the fullest extent  permitted by applicable  law,  provided
that in such event the parties  shall  negotiate  in good faith in an attempt to
agree  to  another  provision  (in lieu of the  term or  application  held to be
invalid or unenforceable)  that will be valid and enforceable and will carry out
the parties' intentions hereunder.

    11.14  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts,  each of which shall be deemed to be an original, but all of which
together shall  constitute one  instrument.  Each  counterpart  may consist of a
number of copies,  each signed by less than all, but together signed by all, the
parties hereto.
    11.15 Gender;  Number.  All references to gender or number in this Agreement
shall be deemed interchangeably to have a masculine,  feminine, neuter, singular
or plural meaning, as the context requires.
     11.16 Ambiguities.  Notwithstanding  any rules or canons of construction to
the contrary,  the parties hereto agree that the terms and provisions  contained
herein shall be construed  as if each party hereto  participated  equally in the
drafting and preparation of this Agreement.

     IN WITNESS  WHEREOF,  the  undersigned  have  caused this  Agreement  to be
executed  by an  officer  duly  authorized  to do so, all as of the day and year
first above written.
CWM MORTGAGE HOLDINGS, INC., a Delaware
 corporation

By: /s/ Michael W. Perry


<PAGE>


--------------------------------------------------------------
------------------------
--------------------------------------------------------------

COUNTRYWIDE ASSET MANAGEMENT
             CORPORATION, a Delaware corporation

By: /s/ James P. Gross ------------------------

COUNTRYWIDE CREDIT INDUSTRIES, INC., a
 Delaware corporation

By: /s/ Stanford L. Kurland ------------------------



<PAGE>


--------------------------------------------------------------------------------
                                      A-35
--------------------------------------------------------------------------------

<PAGE>



                                    EXHIBIT A
                          REGISTRATION RIGHTS AGREEMENT
    This  Registration  Rights Agreement dated as of , 1997, is made and entered
into by and between CWM Mortgage  Holdings,  Inc., a Delaware  corporation ("CWM
REIT" or the "Company"),  and Countrywide  Credit  Industries,  Inc.  ("CCR") in
connection  with the issuance by CWM REIT of shares of common  stock,  par value
$0.01 per share ("Common Stock"),  pursuant to the Agreement and Plan of Merger,
dated  as of  January  29,  1997  (the  "Merger  Agreement"),  among  CWM  REIT,
Countrywide  Asset  Management   Corporation,   a  Delaware  corporation  ("CAMC
Advisor"), and CCR, as sole stockholder of CAMC Advisor.  Capitalized terms used
herein without definition shall have the meanings ascribed to them in the Merger
Agreement.
     WHEREAS,  the execution and delivery of this Registration  Rights Agreement
is a condition  to the closing of the  transactions  contemplated  by the Merger
Agreement; and

    WHEREAS,  to induce CWM REIT to provide certain  registration  rights to CCR
and to perform its obligations hereunder and under the Merger Agreement,  on the
one hand,  and in order to induce CCR to enter into the Merger  Agreement and to
perform its obligations  hereunder and under the Merger Agreement,  on the other
hand, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, CWM REIT and CCR hereby agree as follows:

    Section 1.1 Definitions

    "Act"  means  the  Securities  Act of 1933,  as  amended,  and the rules and
regulations of the Commission promulgated thereunder.

    "Commission" means the Securities and Exchange Commission.

     "Exchange Act" means the Securities Exchange Act of 1934, and the rules and
regulations of the Commission promulgated thereunder.
    "Registrable  Security" means each of the shares of Common Stock acquired by
CCR pursuant to the Merger  Agreement  upon  original  issue  thereof and at all
times subsequent thereto (including through the exercise of the Special Purchase
Rights granted pursuant to Section 2.4 of this Agreement), until (i) it has been
disposed  of  pursuant  to an  effective  registration  statement  under the Act
covering it, (ii) it is distributed to the public pursuant to Rule 144 under the
Act,  as such Rule may be amended  from time to time (or any  similar  provision
then in  effect)  ("Rule  144"),  or  (iii) it is sold,  assigned  or  otherwise
transferred in any other transaction not requiring registration under the Act.
    "Special Purchase Rights" as defined in Section 2.4.
    "Triggering Date" means the second anniversary of the Effective Time.
    Section 2.1 Demand Registration
     (a)  Request  for  Registration.  At any time and from  time to time on and
after the Triggering  Date and subject to the terms and conditions  hereof,  CCR
may  make a  written  request  to  CWM  REIT  to  file  with  the  Commission  a
registration   statement  ("Demand  Registration   Statement")  and  such  other
documents,  including a prospectus,  as may be necessary in order to comply with
the  provisions  of the Act so as to permit a public  offering and sale of up to
all of the  Registrable  Securities  (subject  to the  limitations  set forth in
Section 8.20 of the Merger  Agreement).  Any  registration  effected  under this
paragraph (a) is  hereinafter  referred to as a "Demand  Registration."  CCR may
make,  in  the  aggregate,   not  more  than  two  (2)  requests  for  a  Demand
Registration.  CCR shall have the right to withdraw  any such  request by giving
written notice to CWM REIT of its


<PAGE>


--------------------------------------------------------------------------------
     request to withdraw at any time prior to  effectiveness of the registration
statement therefor; provided that in
--------------------------------------------------------------------------------
                                                                     1


<PAGE>



the event of such withdrawal, CCR shall be responsible for all fees and expenses
(including  fees and  expenses  of  counsel)  incurred by CWM REIT prior to such
withdrawal and provided further that such requested registration shall not count
toward the two Demand  Registration  requests permitted pursuant to this Section
2.1(a). Any request to effect a Demand  Registration shall specify the number of
shares of Registrable  Securities proposed to be sold and shall also specify the
intended method of disposition thereof.  There shall be permitted hereunder only
one Demand Registration during any nine (9) month period,  measured in each case
from the  effective  date of the most recent  Demand  Registration.  The minimum
aggregate  number of Registrable  Securities  that must be covered by any Demand
Registration  Statement  request shall be the lesser of (i) 1,250,000  shares of
Common  Stock  and  (ii)  Registrable   Securities  having  a  market  value  of
$20,000,000.

     (b) Effective Registration.  A registration will not be deemed to have been
effected  as a  Demand  Registration  unless  and  until  it has  been  declared
effective by the Commission  and CWM REIT has complied in all material  respects
with its  obligations  under this  Registration  Rights  Agreement  with respect
thereto;  provided  that if,  after it has become  effective,  the  offering  of
securities  pursuant to such  registration is or becomes the subject of any stop
order,  injunction or other order or  requirement of the Commission or any other
governmental  or  administrative  agency,  or if any court prevents or otherwise
limits  the  sale  of  such  securities  pursuant  to  the  registration,   such
registration  will be deemed not to have been effected as to the shares  subject
to such stop order,  injunction,  other order,  requirement or limitation unless
such stop order, injunction, other order, requirement or limitation is rescinded
or the  issuance of such stop order,  injunction,  other order,  requirement  or
limitation is imposed in response to an act or omission on the part of CCR. If a
registration  requested  pursuant to this Section 2.1 is deemed not to have been
effected and such failure to have been  effected is not the result of any act or
omission of CCR (other  than a  withdrawal  of such  request by CCR prior to the
effectiveness  of the  registration  statement  therefor),  then CWM REIT  shall
continue to be  obligated to effect such  registration  pursuant to this Section
2.1 (and such  registration  shall not count toward the two Demand  Registration
requests permitted pursuant to Section 2.1(a)).

     (c)  Selection  of  Underwriters.   If  CCR  so  elects,  the  offering  of
Registrable Securities pursuant to a Demand Registration shall be in the form of
an  underwritten  offering,  in which case CWM REIT and CCR shall jointly select
one or more  nationally  recognized  firms of  investment  bankers to act as the
managing underwriters (the "Underwriters") in connection with such offering.

    (d) Deferral.  Notwithstanding  the foregoing,  if CWM REIT shall furnish to
CCR a certificate  signed by a duly authorized  officer of CWM REIT stating that
the  Board  of  Directors  of CWM  REIT  has,  by  duly  authorized  resolution,
determined  in  good  faith  that,  in  light  of  the  pendency  of a  Material
Transaction (as defined below),  it would be materially  detrimental to CWM REIT
and its  shareholders  for such  registration  statement  to be filed  and it is
therefore  in the  best  interest  of CWM  REIT  to  defer  the  filing  of such
registration statement, CWM REIT shall have the right to defer such filing for a
period of not more than  ninety  (90) days after  receipt of the  request  for a
Demand Registration. CCR acknowledges that it would be materially detrimental to
CWM REIT and its  shareholders for such  registration  statement to be filed and
therefore  in the best  interest of CWM REIT to defer such filing if such filing
would  impose an undue  burden upon the ability of CWM REIT to proceed  with any
reorganization, merger, consolidation or acquisition of the securities or assets
of another firm or corporation or disposition of the securities or assets of CWM
REIT or a public offering by CWM REIT of common stock or other securities of CWM
REIT  registered  under the Act which,  in each case, is material to CWM REIT (a
"Material  Transaction").  If CWM REIT  shall  have  delivered  the  certificate
referred to above and  thereafter  (if  applicable)  shall have  entered  into a
definitive  agreement or filed a registration  statement or a proxy statement in
connection with a Material  Transaction,  CWM REIT shall, upon written notice to
CCR, have the right to defer the filing of the registration  statement requested
to be filed by CCR but in no event  for  longer  than  sixty  (60) days from the
expiration of the initial ninety (90) day extension  period referred to above as
is reasonably necessary to enable CWM REIT to satisfy its disclosure obligations
under  the Act in such  registration  statement  with  respect  to the  Material
Transaction.
     (e)  Reduction of Offering.  CWM REIT may include in a Demand  Registration
pursuant to this  Section 2.1 shares of Common Stock for the account of CWM REIT
and for the account of any other person or entity
                                        2



<PAGE>



who holds shares of Common Stock;  provided,  however, that if the lead managing
Underwriter  of any  underwritten  offering  described in this Section 2.1 shall
have informed CWM REIT in writing that in its opinion the total number of shares
of Common Stock that CCR, CWM REIT and any other persons or entities desiring to
participate in such  registration  intend to include in such offering is such as
to materially and adversely  affect the success of such offering,  then CWM REIT
shall include in such Demand Registration all Registrable  Securities  requested
to be included in such registration by CCR up to such number of shares of Common
Stock that the lead managing  Underwriter  has informed CWM REIT may be included
in such registration  without adversely  affecting the success of such offering;
provided  that,  if the number of such  Registrable  Securities  requested to be
included  by CCR is less  than the  number  of  shares  that  the lead  managing
Underwriter has informed CWM REIT may be included in such  registration  without
adversely affecting the success of such offering, then CWM REIT shall include in
such Demand  Registration the shares of Common Stock that CWM REIT and any other
persons or  entities  desiring to  participate  in such  registration  desire to
include  in such  registration;  provided  further  that the number of shares of
Common  Stock to be  offered  for the  account  of CWM  REIT and all such  other
persons and  entities  participating  in such  registration  shall be reduced or
limited  pro rata in  proportion  to the  respective  number of shares of Common
Stock  requested  to be  registered  by such  persons and entities to the extent
necessary  to reduce  the  respective  total  number  of shares of Common  Stock
requested  to be  included  in such  offering  to the number of shares of Common
Stock recommended by such lead managing Underwriter.

    (f)  Filings.  Whenever  CWM  REIT  is  required  to  effect  or  cause  the
registration  of Registrable  Securities  pursuant to this Section 2.1, CWM REIT
will use its reasonable  efforts to effect the  registration of such Registrable
Securities  in accordance  with the intended  method of  disposition  thereof as
promptly as  practicable,  and in connection with any such request CWM REIT will
as  expeditiously  as possible (and in no event more than  forty-five  (45) days
from the date of receipt of written  request from CCR pursuant to Section 2.1(a)
to  register  Registrable  Securities)  prepare and file with the  Commission  a
registration statement as described in Section 4.1 hereof.

    (g)  Registration  Rights  of  Other  Parties.   CWM  REIT  will  not  grant
registration  rights superior to or inconsistent  with the  registration  rights
granted to CCR under this Registration Rights Agreement.

    Section 2.2 Incidental Offerings

    If CWM REIT at any time proposes to file a registration  statement  covering
any of its Common Stock under the Act (other than any  registration  by CWM REIT
(A) on Form S-8 or a  successor  or  substantially  similar  form of an employee
share option,  share purchase or compensation  plan or of Common Stock issued or
issuable  pursuant to any such plan, (B) of a dividend  reinvestment plan or (C)
on Form S-4 or a successor or  substantially  similar form of shares issuable in
connection with any acquisition,  merger, exchange or similar transaction),  CWM
REIT will give prompt  notice to CCR of its intention to do so. Upon the written
request  of CCR made  within  fifteen  (15) days  after the  receipt of any such
notice  (which  request  shall  specify  the  number of  Registrable  Securities
intended  to be  disposed  of by CCR),  CWM REIT  will use its best  efforts  to
arrange to include all the  Registrable  Securities  as to which it has received
such  requests,  provided  that  if the  registration  statement  relates  to an
underwritten  offering of Common Stock and if the lead managing  Underwriter  of
such  underwritten  offering shall by letter inform CWM REIT that in its opinion
the inclusion in such underwritten  distribution of all or a specified number of
such Registrable  Securities or of any other shares of Common Stock requested to
be included would interfere with the successful marketing of the Common Stock in
such distribution by the Underwriters, then CWM REIT may, upon written notice to
CCR, exclude from such  underwritten  offering (i) in the event the registration
statement  relates to an offering for the account of CWM REIT,  shares of Common
Stock  requested to be included by any persons or entities  other than CWM REIT,
pro rata in proportion to the respective number of shares


<PAGE>


--------------------------------------------------------------------------------
of Common Stock  requested to be included by such persons and  entities,  to the
extent necessary to reduce the respective total number of shares of Common Stock
requested  to be  included  in such  offering  to the number of shares of Common
Stock recommended by such Underwriter and (ii) in the event
--------------------------------------------------------------------------------
                                        3



<PAGE>



the registration statements relates to an offering for the account of any person
or entity other than CWM REIT, (A) first, shares of Common Stock requested to be
registered  by CWM REIT,  (B)  second,  to the extent  reduction  as a result of
clause (A) is  insufficient,  shares of Common Stock  requested to be registered
for the  account  of any  persons  or  entities  other than the person or entity
making the initial request for such registration (the "Requesting  Party"),  pro
rata in proportion to the respective  number of shares of Common Stock requested
to be registered  by such other persons and entities to the extent  necessary to
reduce the  respective  total number of shares of Common  Stock  requested to be
included in such offering to the number of shares of Common Stock recommended by
such  Underwriter and (C) third, to the extent  reduction as a result of clauses
(A) and (B) is  insufficient,  shares of Common Stock requested to be registered
for the account of the Requesting Party.

     The  Company may decline to file a  registration  statement  referred to in
this Section 2.2 after  giving  notice to CCR, or withdraw  such a  registration
statement  after filing,  or otherwise  abandon any such  proposed  underwritten
offering,  provided that the Company shall promptly notify CCR in writing of any
such action.

    Section 2.3 CCR's Rights and Obligations

     CCR may not participate in any  underwritten  offering under Section 2.1 or
Section  2.2  hereof   unless  it   completes   and   executes   all   customary
questionnaires, powers of attorney, custody agreements, underwriting agreements,
and other  customary  documents  required  under the terms of such  underwriting
arrangements.  In connection with any underwritten offering under Section 2.1 or
2.2,  each of CCR and CWM REIT  shall be a party to the  underwriting  agreement
with  the   Underwriters   and  may  be  required  to  make  certain   customary
representations  and  warranties  (in  the  case  of CCR  as to the  Registrable
Securities being sold by CCR in such underwritten  offering) and provide certain
customary indemnifications for the benefit of the Underwriters.
    Section 2.4 Special Purchase Rights

    (a)  Prior  to the  offering  of any  voting  capital  stock of CWM REIT (or
security  convertible or  exchangeable  into or  exercisable  for voting capital
stock),  other  than  shares  of  Common  Stock (or  securities  convertible  or
exchangeable  into or  exercisable  for Common Stock) issued (i) pursuant to any
employee  stock  option  plan  or  employee   stock   purchase  plan,   (ii)  as
consideration in making  acquisitions or (iii) pursuant to the existing CWM REIT
dividend   reinvestment  plan  or  any  successor  thereto  (the  "DRIP"),   (an
"Offering")  CCR may offer and shall have the right (the "Right of First Offer")
to  purchase  from CWM REIT  such  number of  shares  of such  capital  stock or
securities  as may be required  to maintain  its  proportional  voting  interest
(based on the total voting interest of the Company's  capital stock  outstanding
immediately  prior to such  Offering).  CWM REIT shall provide CCR notice of any
Offering  within  30 days  prior to the  commencement  thereof,  and  within  10
Business  Days  following  receipt of such notice,  CCR shall advise CWM REIT in
writing  that it  intends  to  purchase  all or a  portion  of its  proportional
percentage of the shares proposed to be issued in the Offering.  Any purchase by
CCR pursuant  hereto shall be made on the terms and be subject to the conditions
applicable to other purchasers in the Offering.  Subject to Section 2.4(e), this
Right of First Offer shall expire on the earlier of (i) the 20th  anniversary of
the Effective Time, (ii) the date on which CCR ceases to beneficially  own 5% or
more of the  outstanding  shares of Common Stock  (excluding  from the number of
shares  of  Common  Stock  outstanding  for  purposes  of such  calculation  all
outstanding  shares of Common Stock issued after the effective  time pursuant to
any employee stock option,  employee stock purchase or compensation plan and all
shares of Common Stock  issued  after the  effective  time as  consideration  in
making acquisitions),  (iii) the date on which CCR ceases to beneficially own 2%
or more of the outstanding shares of Common Stock, and (iv) the date of a Change
of Control.

     (b) CCR shall be entitled to participate (the "Right to Participate" and

<PAGE>


-------------------------------------------------------------------------------
together with the Right of First Offer,  the "Special  Purchase  Rights") in the
DRIP on the same  terms  and  subject  to the  same  conditions  and  procedures
applicable  to  other  participants,  subject  to and  in  accordance  with  the
following additional provisions:
-------------------------------------------------------------------------------
     (i) With respect to Common Stock to be issued pursuant to the optional cash
payment  feature  of the DRIP,  CWM REIT  shall  notify  CCR,  at least four (4)
Business Days prior to the applicable "Threshold 4


<PAGE>



Price and Waiver  Discount Set Date" (as defined in the existing  DRIP),  of (x)
the dollar  amount of shares of Common Stock  (expressed  as an  aggregate  cash
price)  which CWM REIT  desires  to  accept  from its  shareholders  on the next
occurring "Investment Date" (as defined in the DRIP or the comparable date under
any successor  plan) (such  aggregate  desired  dollar amount being  referred to
herein as the  "Maximum  Investment  Amount")  and (y) the  aggregate  number of
shares  of  Common  Stock  of CWM  REIT  outstanding  as of the  last day of the
immediately  preceding  month.  For any Investment  Date under the optional cash
payment feature of the DRIP, the maximum dollar amount  permitted to be invested
by CCR pursuant to the Right to  Participate  shall be  calculated  as (x) CCR's
"Participation  Percentage"  (as defined  below),  multiplied by (y) the Maximum
Investment  Amount (such  product  being  referred to herein as the "Maximum CCR
Investment").  No later than two (2)  Business  Days  following  receipt of such
notice from CWM REIT, CCR shall specify in writing to CWM REIT (1) the number of
shares of Common Stock  beneficially owned by CCR on such date, and (2) whether,
with respect to the Common Stock to be issued on the next  occurring  Investment
Date,  CCR wishes to make any optional cash payment and the actual dollar amount
thereof,  which may be any dollar  amount up to and  including  the  Maximum CCR
Investment for such month (such actual dollar amount being referred to herein as
the  "Requested  CCR  Investment").  Any election by CCR to  participate  in the
optional cash payment feature of the DRIP hereunder (and the related election of
the Requested CCR Investment) shall be irrevocable for the applicable Investment
Date,  and any  failure  by CCR to make such  election  shall be deemed to be an
election not to participate for the applicable Investment Date. In the event CWM
REIT  elects to  increase  the  Maximum  Investment  Amount  for the  applicable
Investment  Date,  CCR shall be  provided  with notice of such  increase  and an
opportunity to increase the Requested CCR Investment on a pro rata basis. In the
event CWM REIT elects to reduce the Maximum Investment Amount for the applicable
Investment Date,  and/or the Maximum  Investment  Amount is subject to reduction
under the terms of the DRIP (such reduced amount, in either case, being referred
to herein as the "Actual Investment Amount"),  CWM REIT shall so notify CCR, and
the Requested CCR Investment shall in such event be reduced on a pro rata basis.
In  administering  the optional cash  investment  feature of the DRIP,  CWM REIT
shall  include  the  Requested  CCR  Investment  as a  portion  of  the  Maximum
Investment  Amount  proposed  to be  raised,  and  in the  event  that  for  any
Investment  Date,  the  Maximum  Investment  Amount  is  reduced  to the  Actual
Investment  Amount,  the Requested CCR Investment (as reduced pro rata) shall be
included  as a  portion  of  said  Actual  Investment  Amount.  Subject  to  the
limitations and adjustments  applicable to the Requested CCR Investment provided
herein,  CCR  shall be  entitled  to make such  Requested  CCR  Investment.  For
purposes of this Section 2.4(b), CCR's Participation Percentage shall be defined
as a  percentage  (expressed  as a decimal)  calculated  as (x) the  outstanding
shares  of  the  Common  Stock   beneficially  owned  by  CCR  at  any  date  of
determination,  divided by (y) the aggregate  shares of Common Stock of CWM REIT
outstanding at such date of determination.

    (ii) With respect to the dividend reinvestment feature of the DRIP, CWM REIT
shall  notify CCR,  within ten (10) days after the "Record  Date" (as defined in
the DRIP) for the payment of the applicable  dividend for the applicable  fiscal
quarter of CWM REIT, of the percentage of the outstanding shares of Common Stock
(expressed as a decimal and without  giving effect to any shares of Common Stock
beneficially owned by CCR) which have theretofore validly elected to participate
in the DRIP with respect to the next  occurring  dividend  payment (the "Maximum
Reinvestment Percentage"). No later than two (2) Business Days following receipt
of such notice  from CWM REIT,  CCR shall  pursuant to the Right to  Participate
specify  in  writing  to CWM  REIT  whether  (x) CCR  wishes  to  elect  for its
outstanding  beneficially  owned  shares of Common Stock to  participate  in the
dividend  reinvestment  feature  of the DRIP for the next  occurring  Investment
Date,  and  (y)  the  actual  percentage  (expressed  as  a  decimal)  of  CCR's
outstanding  beneficially  owned Common Stock which CCR elects to participate on
such  Investment  Date,  which may be any  percentage  up to and  including  the
Maximum Reinvestment Percentage for such Investment Date (such actual percentage
being referred to herein as the "CCR Reinvestment Percentage").  Any election by
CCR to  participate in the dividend  reinvestment  feature of the DRIP hereunder
(and  the  related  election  of  the  CCR  Reinvestment  Percentage)  shall  be
irrevocable for the applicable  Investment  Date, and any failure by CCR to make
such  election  shall be deemed to be an  election  not to  participate  for the
applicable Investment Date.
                                                                   5


<PAGE>


     (iii) The Right to Participate  shall expire on the earlier of (A) the 20th
anniversary  of the  Effective  Time,  (B)  the  date on  which  CCR  ceases  to
beneficially own 5% or more of the outstanding shares of Common Stock (excluding
from the  number of shares of Common  Stock  outstanding  for  purposes  of such
calculation  all  outstanding  shares of Common Stock issued after the effective
time  pursuant  to  any  employee  stock  option,  employee  stock  purchase  or
compensation plan and all shares of Common Stock issued after the Effective Time
as  consideration in making  acquisitions),  (C) the date on which CCR ceases to
beneficially  own 2% or more of the  outstanding  shares of Common Stock and (D)
the date of a Change of Control.

    (iv) Under the Right to Participate, CCR may elect, in respect of the Common
Stock, to participate in the optional cash payment  feature of the DRIP,  and/or
to participate  in the dividend  reinvestment  feature of the DRIP,  only to the
extent  that such  optional  cash  payment  and/or such  dividend  reinvestment,
together with all other shares of Common Stock  beneficially owned by CCR, would
not cause the percentage of shares of Common Stock  beneficially owned by CCR in
the aggregate to exceed the then-current Participation Percentage.
    (v)  Except as  otherwise  specified  in this  Section  2.4(b)  the Right to
Participate may be exercised only in accordance with and subject to the terms of
the DRIP in effect  for CWM REIT at the time of any such  exercise.  Nothing  in
this  Section 2.4 or in this  Agreement  shall be deemed or construed to require
CWM REIT to  create,  maintain  or renew any DRIP or  similar  plan or  program;
provided,  however,  that CWM REIT may amend or modify  the DRIP so long as such
amendments or  modifications  would not have a material  adverse effect on CCR's
Right to Participate in the manner, and subject to the limitations, set forth in
Section 2.4(b).
     (c) Neither the Right of First  Offer nor the Right to  Participate  may be
assigned  or  otherwise  transferred,  but nothing  herein  shall  preclude  any
transferee of Common Stock owned by CCR from participating in the DRIP.

    (d)  Neither the Right of First  Offer nor the Right to  Participate  may be
exercised  in  connection  with any  issuance  of Common  Stock  pursuant to any
employee stock option,  employee stock purchase or compensation plan of CWM REIT
or as consideration in making acquisitions.

     (e) Notwithstanding any other provision of this Section 2.4 (i) the Special
Purchase  Rights  shall be  subject  to,  and become  effective  only upon,  the
approval of the holders of at least a majority of the shares of Common Stock CWM
REIT  present and entitled to vote on the matter (the  "Approval")  and (ii) the
Special  Purchase  Rights shall be subject to the subsequent  re-approval of the
holders of at least a majority  of the shares of the Common  Stock  present  and
entitled  to vote on the  matter  upon each of the  fifth,  tenth and  fifteenth
anniversary of the date  immediately  succeeding  the fifth,  tenth or fifteenth
anniversary  of the date of the  Approval.  In the  event  that  any  subsequent
re-approval  of the holders of Common Stock shall not be  obtained,  the Special
Purchase Rights shall terminate upon the date immediately  succeeding the fifth,
tenth  or  fifteenth  anniversary  of the  Approval,  as the  case  may  be.  In
furtherance  of the  foregoing,  in  connection  with  the  annual  meetings  of
stockholders  of CWM REIT  corresponding  with the  fifth,  tenth and  fifteenth
anniversary of the date of the Approval,  subject to the fiduciary duties of CWM
REIT's Board of Directors under applicable law as advised by counsel,  the Board
of Directors of CWM REIT shall  recommend and declare  advisable the re-approval
of the  Special  Purchase  Rights and CWM REIT  shall take all lawful  action to
solicit, and use all reasonable efforts to obtain, such re-approvals,  including
in each  case,  the  inclusion  of the  recommendation  of the CWM REIT Board of
Directors in the related proxy statement that the  stockholders of CWM REIT vote
in favor of the re-approval of the Special Purchase Rights.

    Section 3.1 Holdback Agreement

    In the case of the  registration  of any  underwritten  primary  offering of
Common Stock or Convertible  Securities by CWM REIT and in which CCR will not be
participating in accordance with Section 2.2 hereof, CCR agrees, if requested in
writing by the lead managing  Underwriter  administering  such offering,  not to
effect
                                                                   6



<PAGE>



any offer,  sale or  distribution  of  Registrable  Securities (or any option or
right to acquire Registrable  Securities) during the period (not to exceed forty
(40)  days)  commencing  on the  tenth day  prior to the  effective  date of the
registration  statement  covering such underwritten  primary equity offering and
ending on the date  specified by such managing  Underwriter or  Underwriters  in
such written request to CCR.

    Section 4.1 Registration Procedures
     In connection with CWM REIT's  obligations under this  Registration  Rights
Agreement, CWM REIT shall:
    (a) Prepare and file a Demand Registration Statement pursuant to Section 2.1
on the appropriate form available for the sale of the Registrable  Securities in
accordance with the intended method or methods of distribution  thereof, and use
its  reasonable  efforts to cause such Demand  Registration  Statement to become
effective and remain effective;  and no fewer than five days prior to the filing
of any  Registration  Statement  (as  defined  below) or any  amendment  thereto
(including,  without  limitation,  any  document  incorporated  or  deemed to be
incorporated by reference  therein and any  post-effective  amendment),  and not
fewer  than five days  prior to the  filing or (if not  filed)  the first day of
public availability of any related  preliminary  prospectus or prospectus or any
amendments or supplements thereto (including any document incorporated or deemed
to be incorporated  therein by reference),  CWM REIT shall furnish to CCR copies
of all such  documents,  and shall cause the officers and directors of CWM REIT,
counsel to CWM REIT, and independent certified public accountants to CWM REIT to
respond  to such  inquiries  as  shall be  necessary,  in the  opinion  of CCR's
counsel,  to conduct a reasonable  investigation  within the meaning of the Act.
CWM REIT  shall  not file  the  Demand  Registration  Statement  or any  related
prospectus  or  any  amendments  or  supplements  thereto  to  which  CCR  shall
reasonably object on a timely basis;

    (b)  Prepare  and  file  with  the  Commission  such  amendments,  including
post-effective   amendments,  to  any  Demand  Registration  Statement  and  any
registration  statement filed with the Commission in connection with an offering
in which CCR is or will be offering or selling  Registrable  Securities pursuant
to Section 2.2 (an "Incidental Registration Statement";  the Demand Registration
Statement  and  Incidental   Registration   Statement  are  hereinafter  called,
collectively,  "Registration  Statements"  and,  individually,  a  "Registration
Statement"  (including  documents  incorporated  or deemed to be incorporated by
reference  therein)) as may be required by law; cause the related  prospectus to
be supplemented by any required prospectus supplement, and as so supplemented to
be  filed  if,  as and  when  required  pursuant  to Rule  424  (or any  similar
provisions  then in effect) under the Act; and comply with the provisions of the
Act and the  Exchange  Act with respect to the  disposition  of all  Registrable
Securities covered by such Registration Statement;

     (c) Notify CCR promptly (i) with respect to any  Registration  Statement or
any post-effective  amendment thereto, when the same has become effective;  (ii)
of any  request by the  Commission  or any other  federal or state  governmental
authority  for  amendments  or  supplements   to  any   Registration   Statement
(including,  without  limitation,  any  documents  incorporated  or deemed to be
incorporated  by reference  therein) or a related  prospectus or for  additional
information, or of the receipt from the Commission or any other federal or state
governmental  authority  of  any  comment  letter  with  respect  to  any of the
foregoing;  (iii) of the issuance by the Commission of any stop order suspending
the  effectiveness  of  any  Registration  Statement  or the  initiation  of any
proceedings  for  that  purpose;  (iv)  of  the  receipt  by  CWM  REIT  of  any
notification  with respect to the suspension of the  qualification of any of the
Registrable  Securities for offer or sale in any jurisdiction  within the United
States, or the initiation or threatening of any proceeding for such purpose; and
(v)  upon  the  occurrence  of  any  event  which  makes  any  statement  in (or
incorporated or deemed to be incorporated in) any Registration  Statement or any
related  prospectus  or any  amendments  or  supplements  thereto  untrue in any
material respect;

<PAGE>


-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
     (d) Furnish to CCR without  charge,  such number of conformed  copies as it
may reasonably  request,  of each  Registration  Statement and each amendment or
supplement thereto, including exhibits, financial statements and schedules;
                                                                   7



<PAGE>



    (e)  Deliver  to CCR  without  charge,  as many  copies  of the  preliminary
prospectus or prospectuses  and the prospectus or  prospectuses  related to each
Registration  Statement  and each  amendment  or  supplement  thereto  as it may
reasonably request;
    (f) Prior to any public  offering of  Registrable  Securities,  use its best
efforts to register or qualify (or to obtain an exemption from  registration  or
qualification)  of such  Registrable  Securities  for offer  and sale  under the
securities or Blue Sky laws of all jurisdictions  within the United States; keep
each such registration or qualification (or exemption therefrom) effective until
such time as such distribution has been completed, and do any and all other acts
or things necessary or advisable to enable the disposition in such jurisdictions
of the Registrable  Securities;  provided,  however,  that CWM REIT shall not be
required to qualify generally to do business in any jurisdiction where it is not
then so qualified or to take any action that would subject it to general service
of process in any such  jurisdiction  where it is not then so subject or subject
CWM REIT to any tax in any such jurisdiction where it is not then so subject;
    (g) Promptly file all documents  required to be filed under Sections  13(a),
13(c),  14 or 15(d) of the  Exchange  Act during any period when the  prospectus
related to a Registration Statement is required to be delivered under the Act:
    (h) If any prospectus relating to Registrable  Securities contains an untrue
statement of a material  fact or omits to state a material  fact  required to be
stated therein or necessary to make the statements  therein, in the light of the
circumstances  under  which they were made,  not  misleading,  prepare  and,  if
required, file with the Commission, a supplement or amendment to such prospectus
or any document  incorporated or deemed to be incorporated therein by reference,
and file any other  required  document so that,  as thereafter  delivered,  such
prospectus  will not contain an untrue  statement of a material  fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein,  in the light of the  circumstances  under  which they were
made, not misleading;
    (i) Use its best efforts to cause all Registrable Securities to be listed on
each  Exchange on which the shares of Common  Stock are then listed and make all
other necessary or appropriate filings with each such Exchange;
    (j) In  connection  with  any  underwritten  offering  in  which  CCR  shall
participate,  (i) cause  each  opinion  delivered  to CWM REIT (and any  updates
thereof)  also to be addressed to CCR (or  expressly to provide  therein or in a
separate  letter  that CCR may rely  thereon);  and (ii) (to the extent that the
independent public accountants are entitled to do so under Statement on Auditing
Standards  No. 72 or any  other  applicable  accounting  standards)  cause  each
comfort  letter  from  any  independent  certified  public  accountants  that is
delivered to the  Underwriters  (and any update thereof) also to be addressed to
CCR (or expressly to provide  therein or in a separate  letter that CCR may rely
thereon); and
    (k) Make  reasonably  available  to CCR and its counsel and any  accountant,
auditor or  investment  advisor  retained by CCR,  that  information  which such
parties would  customarily  require to satisfy  their due diligence  obligations
with respect to the offering and sale of the  Registrable  Securities  and cause
CWM  REIT's  officers,   directors  and  employees  to  supply  all  information
reasonably  requested by any such person in  connection  with such due diligence
investigation; provided, however, that any information that is designated by CWM
REIT in writing as  confidential  at the time of  delivery  of such  information
shall be kept  confidential  by such  persons,  unless  (i)  disclosure  of such
information  is required by court or  administrative  order or is  necessary  to
respond to inquiries of regulatory authorities or self-regulatory organizations,
or is necessary or advisable in  connection  with any  litigation  (commenced or
threatened), or any investigation or proceeding (commenced or threatened) by any
governmental  agency  or body,  relating  to the  offer  or sale of  Registrable
Securities, or (ii) disclosure of such information, in the


<PAGE>


-------------------------------------------------------------------------------
opinion  of counsel to such  person,  is  required  by law or  pursuant  to this
Registration Rights Agreement.
------------------------------------------------------------------------------
    CWM REIT may require CCR to furnish to CWM REIT such  information  regarding
CCR and the distribution of such Registrable Securities as is required by law to
be disclosed in the relevant Registration
                                                                   8



<PAGE>



Statement,  and CWM REIT may exclude  from such  registration  or  offering  the
Registrable  Securities if CCR  unreasonably  fails to furnish such  information
within a reasonable time after receiving such request.

    Section 5.1 Registration Expenses

    Except as provided in Section  2.1(a) hereof,  all expenses  incident to CWM
REIT's  performance of or compliance with this  Registration  Rights  Agreement,
including,  without  limitation,  all  registration  and filing  fees,  fees and
expenses of compliance with  securities or Blue Sky laws  (including  reasonable
fees and disbursements of counsel in connection with Blue Sky  qualifications of
the Registrable Securities), printing expenses, messenger and delivery expenses,
fees and expenses  incurred in connection  with the listing of the securities to
be registered on each Exchange,  and fees and  disbursements  of counsel for CWM
REIT and its independent certified public accountants (including the expenses of
any  special  audit  or  comfort  letters   required  by  or  incident  to  such
performance),  the reasonable fees and expenses of any special experts  retained
by CWM REIT in connection with such registration, and fees and expenses of other
Persons  retained by CWM REIT (but not including any  underwriting  or brokerage
discounts or commissions  attributable  to the sale of  Registrable  Securities)
(all such  included  expenses  being  herein  referred  to as the  "Registration
Expenses"), shall be borne by CWM REIT.

    Section 6.1 Indemnification; Contribution

    (a)  Indemnification  by CWM REIT.  CWM REIT  agrees to  indemnify  and hold
harmless CCR, its officers,  directors,  trustees and agents and each person, if
any,  who  controls  CCR within the  meaning of either  Section 15 of the Act or
Section 20 of the  Exchange  Act,  from and against any and all losses,  claims,
damages, liabilities and expenses (including reasonable costs of investigation),
as incurred, arising out of or based upon any untrue statement or alleged untrue
statement  of a material  fact  contained  in (or  incorporated  or deemed to be
incorporated  in)  any  Registration  Statement  or any  related  prospectus  or
preliminary  prospectus or in (or  incorporated  in or deemed to be incorporated
in) any amendment or supplement  to any of the  foregoing,  or arising out of or
based upon any  omission or alleged  omission to state  therein a material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading,  except  insofar as such losses,  claims,  damages,  liabilities  or
expenses arise out of, or are based upon, any such untrue  statement or omission
or allegation thereof based upon and in conformity with information furnished in
writing to CWM REIT by CCR expressly for use therein.

    (b)  Conduct of  Indemnification  Proceedings.  If any action or  proceeding
(including any governmental  investigation) shall be brought or asserted against
CCR (or its officers,  directors,  trustees or agents) or any person controlling
CCR in respect of which indemnity is required from CWM REIT hereunder,  CWM REIT
shall assume the defense thereof, including the employment of counsel reasonably
satisfactory  to CCR, and shall assume the payment of all  expenses.  CCR or any
such officer,  director,  trustee,  agent or  controlling  person shall have the
right to employ  separate  counsel  (approved  by CCR) in any such action and to
participate  in the defense  thereof,  but the fees and expenses of such counsel
shall be at the  expense of CCR or such  officer,  director,  trustee,  agent or
controlling  person  unless (i) CWM REIT shall have failed to assume the defense
of such action or proceeding and employ counsel  reasonably  satisfactory to CCR
in any such action or proceeding or (ii) the named parties to any such action or
proceeding  (including any impleaded  parties) include both CCR or such officer,
director,  trustee,  agent or  controlling  person and CWM REIT, and CCR or such
officer, director,  trustee, agent or controlling person shall have been advised
by counsel that there is an actual  conflict of interest  that would prevent one
law firm from  representing  all such persons in the same action (in which case,
if CCR or such officer, director,  trustee, agent or controlling person notifies
CWM REIT in writing that it elects to employ separate  counsel at the expense of
CWM REIT, CWM REIT shall not have the right to assume the defense of such action
or  proceeding  on behalf of CCR or such officer,  director,  trustee,  agent or
controlling  person, it being understood,  however,  that CWM REIT shall not, in
connection with any one such action or proceeding or separate but  substantially
similar or related actions or proceedings in the same  jurisdiction  arising out
of the same general  allegations  or  circumstances,  be liable for the fees and
expenses  of more than one  separate  firm of  attorneys  (together  with  local
counsel) at any time for CCR and its officers,  directors,  trustees, agents and
controlling persons, which firm shall be designated in writing by CCR). CWM REIT
shall not be liable for any
                                                                   9



<PAGE>



settlement of any such action or proceeding  effected without CWM REIT's written
consent,  but if  settled  with  its  written  consent,  or if  there be a final
judgment for the plaintiff in any such action or proceeding,  CWM REIT agrees to
indemnify and hold harmless CCR and its officers,  directors,  trustees,  agents
and  controlling  person from and against any loss or  liability  (to the extent
stated above) by reason of such settlement or judgment.

    (c)  Indemnification  by  CCR  of  Registrable  Securities.  CCR  agrees  to
indemnify and hold harmless CWM REIT,  its  directors,  each officer of CWM REIT
who signed a  Registration  Statement and each person,  if any, who controls CWM
REIT  within the  meaning  of either  Section 15 of the Act or Section 20 of the
Exchange  Act, to the same extent as the  foregoing  indemnity  from CWM REIT to
CCR, but only with respect to untrue  statements or omissions or alleged  untrue
statements or omissions  made in the  Registration  Statement  pursuant to which
Registrable  Securities  of CCR have been  registered  under the Act,  or in any
related prospectus or amendment or supplement thereto or any related preliminary
prospectus, in each case based upon and in conformity with information furnished
in writing by CCR for use  therein.  In case any action or  proceeding  shall be
brought  against CWM REIT or its directors or any such  officers or  controlling
person,  in respect of which indemnity may be sought against CCR, CCR shall have
the rights and duties given to CWM REIT,  and CWM REIT or its  directors or such
officers or controlling person shall have the rights and duties given to CCR, by
the preceding paragraph.

     (d) Contribution.  If the indemnification  provided for in this Section 6.1
is  unavailable  or  insufficient  to hold an  indemnified  party for any reason
harmless in respect of any losses,  claims,  damages,  liabilities  or judgments
referred to herein,  then the indemnifying  party, in lieu of indemnifying  such
indemnified  party,  shall  contribute  to the  amount  paid or  payable by such
indemnified party as a result of such losses, claims,  damages,  liabilities and
judgments,  as incurred,  in such  proportion as is  appropriate  to reflect the
relative fault of such indemnifying party, on the one hand, and such indemnified
party on the  other,  in  connection  with the  statements  or  omissions  which
resulted in such losses, claims,  damages,  liabilities or judgments, as well as
any other relevant equitable  considerations.  The relative fault of CWM REIT on
the one  hand  and of CCR and its  officers,  directors,  agents,  trustees  and
controlling  persons on the other shall be  determined  by  reference  to, among
other things,  whether the untrue or alleged untrue statement of a material fact
or the  omission  or  alleged  omission  to state a  material  fact  relates  to
information supplied by such party, and the parties' relative intent, knowledge,
access to  information  and  opportunity to correct or prevent such statement or
omission; provided, however, that CCR shall not be liable for contribution under
this Section 6.1(d) in an aggregate  amount which exceeds the total net proceeds
received by CCR from the sale of its Registrable  Securities  under the relevant
Registration Statement.
    CWM  REIT  and  CCR  agree  that  it  would  not be just  and  equitable  if
contribution  pursuant  to this  Section  6.1(d)  were  determined  by pro  rata
allocation or by any other method of allocation which does not take into account
of  the  equitable  considerations  referred  to in  the  immediately  preceding
paragraph. The amount paid or payable by an indemnified party as a result of the
losses,  claims,  damages,   liabilities,   or  judgments  referred  to  in  the
immediately  preceding  paragraph  shall be deemed to  include,  subject  to the
limitations set forth above, any legal or other expenses  reasonably incurred by
such  indemnified  party in connection with  investigating or defending any such
action or claim.  No person guilty of fraudulent  misrepresentation  (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution  from any
person who was not guilty of such fraudulent misrepresentation.

    Section 7.1 Rule 144 CWM REIT shall  timely file the reports  required to be
filed by it under  the Act and the  Exchange  Act and shall  take  such  further
action as CCR may reasonably  request,  all to the extent  required from time to
time to enable CCR to sell Registrable Securities without registration under the
Act within the applicable limitations of Rule 144 (or any successor thereto).


<PAGE>

 Section        8.1 Termination
    The parties  hereto  agree that this  Registration  Rights  Agreement  shall
terminate and the  obligations of the parties hereto  contained  herein shall be
released without further action by any party if all of the Registrable


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<PAGE>



Securities  have been (A)  disposed  of pursuant  to an  effective  Registration
Statement  or  Registration   Statements   under  the  Act  covering  them,  (B)
distributed  to the  public  pursuant  to Rule 144 under  the Act,  or (C) sold,
assigned  or  otherwise  transferred  in any  other  transaction  not  requiring
registration under the Act.

    Section 9.1 Miscellaneous

    (a)  Amendments  and Waivers.  The  provisions of this  Registration  Rights
Agreement  may be  amended,  modified  or  supplemented  by  written  instrument
executed by CWM REIT and CCR. Any party to this  Registration  Rights  Agreement
may extend the time for the  performance of any of the obligations or other acts
of any other party hereto,  or waive  compliance  with any of the  agreements or
obligations of any other party or with any condition, in each case to the extent
that such  obligations,  agreements and conditions are intended for its benefit;
provided that each such extension or waiver shall be in writing.

     (b) Notices. All notices and other communications provided for or permitted
hereunder shall be made by hand-delivery or registered first-class mail:
     (i) if to CCR,  at  Countrywide  Credit  Industries,  Inc.,  155 North Lake
Avenue, Pasadena, California 91101-7211, Attention: General Counsel;
     (ii) if to CWM REIT, at CWM Mortgage Holdings,  Inc., 35 North Lake Avenue,
Pasadena, California 91101-7211, Attention: General Counsel.
     All such notices and communications shall be deemed to have been duly given
when delivered by hand or air or similar courier or, if sent by mail, seven days
after being deposited in the mail, postage prepaid.
    (c) Counterparts.  This Registration Rights Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts,  each
of which when so executed  shall be deemed to be an  original,  and all of which
taken together shall constitute one and the same agreement.

    (d)  Governing  Law.  THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF DELAWARE AS APPLIED TO CONTRACTS  MADE
AND  PERFORMED  WITHIN THE STATE OF DELAWARE,  WITHOUT  REGARD TO  PRINCIPLES OF
CONFLICTS OF LAW.

    (e)  Severability.  The  remedies  provided  herein are  cumulative  and not
exclusive of any remedies provided by law. If any term,  provision,  covenant or
restriction  of this  Registration  Rights  Agreement  is  held  by a  court  of
competent  jurisdiction  to be  invalid,  illegal,  void or  unenforceable,  the
remainder of the terms, provisions,  covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected,  impaired
or  invalidated,  and the parties hereto shall use their  reasonable  efforts to
find and employ an alternative  means to achieve the same or  substantially  the
same  result  as  that  contemplated  by  such  term,  provision,   covenant  or
restriction.  It is hereby  stipulated  and declared to be the  intention of the
parties that they would have executed the remaining terms, provisions, covenants
and restrictions  without  including any of such that may be hereafter  declared
invalid, illegal, void or unenforceable.

    (f) Headings.  The headings in this  Registration  Rights  Agreement are for
convenience  of  reference  only and  shall not limit or  otherwise  affect  the
meaning hereof.

     (g) Further  Assurances.  From and after the date hereof,  CWM REIT and CCR
each  covenants  and  agrees  to  execute  and  deliver  all  such   agreements,
instruments  and  documents  and to take all such  further  actions  as any such
respective  party  may  reasonably  deem  necessary  from  time to time  (at the
requesting  party's  expense)  to carry  out the  intent  and  purposes  of this
Registration   Rights   Agreement  and  to  consummate   and  fully  effect  the
transactions contemplated hereby.
    (h)  Entire  Agreement;  Integration.  This  Registration  Rights  Agreement
contains the entire  agreement of the parties hereto with respect to its subject
matter and there are no promises or undertakings  with respect thereto  relative
to the subject matter hereof not expressly set forth or referred to herein.


<PAGE>



<PAGE>



    (i) Successor  Entity.  In the event of any merger or  consolidation  of CWM
REIT  with or into  any  other  entity  in which  CWM REIT is not the  surviving
entity,  or in the  event of any  sale,  lease or  other  disposition  of all or
substantially all of the assets of CWM REIT to any other entity in a transaction
in which  Registrable  Securities  are converted  into  securities of such other
entity,  appropriate provision shall be made so that the successor or transferee
entity,  as the case may be, shall assume the  obligations of CWM REIT set forth
in this Agreement.
     (j) Ambiguities. Notwithstanding any rules or canons of construction to the
contrary,  the  parties  hereto  agree that the terms and  provisions  contained
herein shall be construed  as if each party hereto  participated  equally in the
drafting and preparation of this Agreement.
     IN  WITNESS  WHEREOF,   each  of  the  parties  hereto  has  executed  this
Registration Rights Agreement on the day of , 1997.
CWM MORTGAGE HOLDINGS, INC.

By:
Michael W. Perry
Executive Vice President and


<PAGE>


                                            20

     

COUNTRYWIDE CREDIT INDUSTRIES, INC.

By:
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