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Employment Agreement - Countrywide Credit Industries Inc. and Kevin Bartlett

Employment Forms

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                       FIRST RESTATED EMPLOYMENT AGREEMENT

         THIS FIRST RESTATED EMPLOYMENT  AGREEMENT (the "Agreement") is made and
entered  into  as of  September  11,  2000  by and  between  Countrywide  Credit
Industries,  Inc.,  a  Delaware  corporation  ("Employer"),  and Kevin  Bartlett
("Officer").

                                               W I T N E S S E T H:
                                               -------------------

WHEREAS,  Officer  currently  holds the office of Senior  Managing  Director  of
Employer,  and Senior Managing  Director of Countrywide Home Loans,  Inc. ("Home
Loans"), a wholly-owned subsidiary of Employer; and

         WHEREAS,  Employer desires to obtain the benefit of continued  services
of Officer and Officer  desires to continue to render  services to Employer  and
its subsidiaries, including Home Loans; and

         WHEREAS,   the  Board  of  Directors  of  Employer  (the  "Board")  has
determined that it is in Employer's  best interest and that of its  stockholders
to recognize the substantial  contribution that Officer has made and is expected
to continue to make to  Employer's  business  and to retain his  services in the
future; and

         WHEREAS,  Employer  and Officer set forth the terms and  conditions  of
Officer's employment with Employer under an employment agreement entered into as
of July 1, 2000; and

         WHEREAS,  Employer and Officer desire to set forth the continued  terms
and conditions of Officer's employment with Employer under this Agreement.

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

         1. Term.  Employer agrees to employ Officer and Officer agrees to serve
Employer,  in  accordance  with the terms  hereof,  for a term  beginning on the
Effective  Date (as defined in Section  8(c)  hereof) and ending on February 28,
2003, unless earlier terminated in accordance with the provisions hereof.

         2. Specific Position; Duties and Responsibilities. Employer and Officer
hereby agree that,  subject to the provisions of this  Agreement,  Employer will
employ  Officer and Officer will serve Employer as Senior  Managing  Director of
Employer  and of Home  Loans.  Except as set forth in Section  5(d)(ii)  hereof,
Employer agrees that Officer's duties hereunder shall be the usual and customary
duties of such  offices or such other duties as may be  designated  from time to
time by the Chairman of the Board,  President and Chief  Executive  Officer (the
"CEO") or the  Executive  Managing  Director  and Chief  Operating  Officer (the
"COO") of  Employer  consistent  with his  status  as an  executive  officer  of
Employer; and such duties shall be consistent with the provisions of the charter
documents of Employer or applicable law. Officer shall have such executive power
and  authority as shall  reasonably  be required to enable him to discharge  his
duties in the  offices  that he may hold.  All  compensation  paid to Officer by
Employer or any of its subsidiaries  shall be aggregated in determining  whether
Officer has received the benefits provided for herein.

         3. Scope of This Agreement and Outside Affiliations. During the term of
this Agreement,  Officer shall devote his full business time and energy,  except
as expressly provided below, to the business,  affairs and interests of Employer
and its  subsidiaries,  and  matters  related  thereto,  and  shall use his best
efforts and  abilities  to promote its  interests.  Officer  agrees that he will
diligently  endeavor to promote the business,  affairs and interests of Employer
and its  subsidiaries and perform services  contemplated  hereby,  in accordance
with the policies  established by the Board,  which policies shall be consistent
with this Agreement.  Officer agrees to serve without additional remuneration as
an officer of one or more (direct or indirect)  subsidiaries  of Employer as the
CEO or COO may from time to time request,  subject to appropriate  authorization
by the subsidiary or subsidiaries  involved and any limitation  under applicable
law.  Officer's  failure to  discharge  an order or  perform a function  because
Officer  reasonably  and in good  faith  believes  such  would  violate a law or
regulation  or be  dishonest  shall  not  be  deemed  a  breach  by  him  of his
obligations  or duties  pursuant  to any of the  provisions  of this  Agreement,
including without limitation pursuant to Section 5(c) hereof.

         During  the  course of  Officer's  employment  as a  full-time  officer
hereunder,  Officer shall not,  without the consent of the CEO or COO,  compete,
directly or  indirectly,  with  Employer in the  businesses  then  conducted  by
Employer or any of its subsidiaries.

         Officer  may  serve  as a  director  or in any  other  capacity  of any
business  enterprise,  including an enterprise  whose  activities may involve or
relate to the  business of  Employer,  provided  that such  service is expressly
approved  by the CEO or COO.  Officer  may make  and  manage  personal  business
investments of his choice and serve in any capacity with any civic,  educational
or charitable  organization,  or any governmental  entity or trade  association,
without  seeking  or  obtaining  approval  by the  CEO  or  COO,  provided  such
activities  and  services  do not  materially  interfere  or  conflict  with the
performance of his duties hereunder.

         4.       Compensation and Benefits.
                  -------------------------

                  (a) Base Salary.  Employer  shall pay to Officer a base salary
after the Effective Date at the annual rate of $425,250 (the "Annual Rate").  In
respect of the Fiscal  Years  ending in 2002 and 2003,  the Annual Rate shall be
increased by no less than 5% and no more than 10% each year.  Any such  increase
shall be  effective  not  later  than  June I of the  fiscal  year in which  the
increase is granted.

                  (b) Incentive Compensation.  Employer shall pay to Officer for
each of the Fiscal Years ending  during the term of this  Agreement an incentive
compensation award in an amount determined  pursuant to the terms and conditions
of the Countrywide  Credit  Industries,  Inc. Bonus Plan for Officer that is set
out in Appendix B attached  hereto (the "Bonus  Plan").  Employer  shall pay the
incentive compensation award described in this Section 4(b) for each Fiscal Year
or portion  thereof,  as  applicable,  to Officer as early after the end of such
Fiscal Year as  practicable  but in no event later than 90 days after the end of
such Fiscal Year. With regard to the incentive  compensation  award payable with
respect to the last Fiscal Year  during the term of this  Agreement,  such award
shall be payable in accordance  herewith  notwithstanding  the expiration of the
term of this Agreement.

                  (c) Stock  Options.  Employer  shall  grant to  Officer  stock
options in respect of each of the Fiscal  Years  ending  during the term of this
Agreement  for  such  number  of  shares  of  Employer's  common  stock  as  the
Compensation  Committee in its sole discretion  determines,  taking into account
Officer's  and  Employer's  performance  in each of such  Fiscal  Years  and the
competitive  practices then prevailing  regarding the granting of stock options;
provided,  however,  that the number of shares in respect of each  annual  stock
option  grant  shall be no less than  20,000 and no  greater  than  80,000.  The
numbers in the preceding sentence shall be adjusted proportionately in the event
Employer (A) declares a stock  dividend on its common stock,  (B) subdivides its
outstanding  common stock,  (C) combines the  outstanding  shares of its capital
stock  into a smaller  number of common  stock,  or (D) issues any shares of its
capital  stock in a  reclassification  of the common stock  (including  any such
reclassification  in connection with a consolidation or merger in which Employer
is the continuing or surviving corporation). The stock options described in this
Section  4(c) in respect  of a Fiscal  Year shall be granted at the same time as
Employer grants stock options to its other senior  executives in respect of such
Fiscal Year (but in no event later than June 30 following the end of such Fiscal
Year).

         All stock  options  granted in accordance  with this Section 4(c):  (i)
shall be granted pursuant to the Countrywide Credit Industries,  Inc. 2000 Stock
Option Plan,  as amended (the "2000  Plan"),  or such other stock option plan or
plans as may be or come into  effect  during  the term of this  Agreement,  (ii)
shall have a per share exercise price equal to the fair market value (as defined
in the 2000 Plan or such other plan or plans) of the common stock at the time of
grant, (iii) shall become exercisable in three equal installments on each of the
first three anniversaries of the date of grant and (iv) shall be subject to such
other terms and  conditions as may be determined by the  Compensation  Committee
and set forth in the agreement  evidencing the award.  In the event of a merger,
consolidation  or   reorganization  in  which  Employer  is  not  the  surviving
corporation  or in which it survives as a subsidiary of another  corporation  or
entity (a  "Transaction"),  and the shares of equity securities of the surviving
corporation  or entity or parent  thereof are  publicly  traded on a  recognized
stock  exchange  or over the  counter  market,  the stock  options to be granted
pursuant to this Section 4(c) after the date of the Transaction shall be granted
in accordance  herewith with respect to securities of the surviving  corporation
or entity or parent thereof, as applicable, with the number of shares subject to
options to be granted to equal the  product of (x) the amount of shares  subject
to the options set forth in this Section  4(c) and (y) a fraction the  numerator
of which is the per share fair market value of the Employer's securities and the
denominator  of which is the per share fair market value of the  publicly-traded
common or ordinary equity  securities of the surviving  corporation or entity or
parent thereof,  in each case as of the date of consummation of the Transaction,
and to give  effect to the intent of the  parties  as set forth in this  Section
4(c).  The stock  options  granted  pursuant to this  Section  shall  consist of
incentive stock options to the extent  permitted by law or regulation.  From and
after the  Termination  Date, the Officer shall no longer be entitled to receive
additional  options  under this Section 4(c) other than those which were due for
previously completed fiscal years.

                  (d) Additional Benefits. Officer shall also be entitled to all
rights and  benefits for which he is  otherwise  eligible  under any bonus plan,
stock  purchase  plan,  participation  or  extra  compensation  plan,  executive
compensation plan, pension plan, profit-sharing plan, life and medical insurance
policy,  executive medical examination  program,  executive long-term disability
policy,  financial  planning services program or other plans or benefits,  which
Employer or its  subsidiaries may provide for him, or provided he is eligible to
participate  therein,  for senior officers generally or for employees generally,
during the term of this Agreement  (collectively,  "Additional Benefits").  This
Agreement shall not affect the provision of any other  compensation,  retirement
or other benefit program or plan of Employer.

                  (e)  Continuation  of  Benefits.  If Officer's  employment  is
terminated  hereunder  pursuant to Section 5(a),  5(b) or 5(d),  Employer  shall
continue  for the period  specified  in  Section  5(a),  5(b) or 5(d)  hereof to
provide  benefits  that  are no  less  favorable  in the  aggregate  than  those
Additional  Benefits  (other  than  qualified  pension  or profit  sharing  plan
benefits  and  option,  equity or stock  appreciation  or other  incentive  plan
benefits as  distinguished  from health,  disability  and welfare type benefits)
which were being provided to the Officer and his  dependents  and  beneficiaries
immediately  prior to Officer's  Termination  Date,  but only to the extent that
Officer is not entitled to  comparable  benefits  from other  employment.  For a
period of two years  after the  Termination  Date,  Employer  shall  provide the
Officer outplacement services at its cost.

                  (f)  Deferral  of  Amounts  Payable  Hereunder.  In the  event
Officer  should  desire to defer  receipt of any cash payments to which he would
otherwise be entitled  hereunder,  he may present such a written request to CEO,
COO or their designee which, in its sole  discretion,  may enter into a separate
deferred compensation agreement with Officer.
5.  Termination.  The  compensation  and  benefits  provided  for herein and the
employment of Officer
                  -----------
by Employer  shall be  terminated  prior to the  expiration  of the term of this
Agreement only as provided for below in this Section 5:
                  (a) Disability.  In the event that Officer shall fail, because
of illness, injury or similar incapacity ("Disability"),  to render for four (4)
consecutive  calendar months, or for shorter periods  aggregating eighty (80) or
more  business days in any twelve (12) month period,  services  contemplated  by
this Agreement,  Officer's full-time employment hereunder may be terminated,  by
written Notice of Termination from Employer to Officer; and thereafter, Employer
shall  continue,  from the  Termination  Date until Officer's death or the fifth
anniversary  of such notice,  whichever  first occurs (the  "Disability  Payment
Period"),  (i) to pay  compensation to Officer,  in the same manner as in effect
immediately  prior to the  Termination  Date,  in an  amount  equal to (1) fifty
percent (50%) of the then existing base salary payable  immediately prior to the
termination, minus (2) the amount of any cash payments to him under the terms of
Employer's  disability insurance or other disability benefit plans or Employer's
tax-qualified  Defined Benefit Pension Plan, and any compensation he may receive
pursuant  to any other  employment,  and (ii) to provide  during the  Disability
Payment Period the benefits specified in Section 4(e) hereof.

                  The  determination  of Disability  shall be made only after 30
days notice to Officer and only if Officer has not  returned to  performance  of
his duties during such 30-day  period.  In order to determine  Disability,  both
Employer and Officer shall have the right to provide medical evidence to support
their respective  positions,  with the ultimate decision regarding Disability to
be made by a majority of Employer's disinterested directors.

                  (b) Death. In the event that Officer shall die during the term
of this  Agreement,  Employer  shall pay  Officer's  base salary for a period of
twelve  (12)  months  following  the date of  Officer's  death and in the manner
otherwise  payable  hereunder,  to such person or persons as Officer  shall have
directed  in writing  or, in the  absence of a  designation,  to his estate (the
"Beneficiary").  Employer  shall also  provide  during the  twelve-month  period
following the date of the Officer's death the benefits specified in Section 4(e)
hereof. If Officer's death occurs while he is receiving  payments for Disability
under Section 5(a)(i) above, such payments shall cease and the Beneficiary shall
be entitled to the payments and benefits under this  Subsection (b), which shall
continue  for a  period  of  twelve  months  thereafter  at  the  full  rate  of
compensation in effect  immediately  prior to the Disability.  This Agreement in
all other respects will terminate upon the death of Officer; provided,  however,
that the termination of the Agreement shall not affect Officer's  entitlement to
all other benefits in which he has become vested or which are otherwise  payable
in respect of periods ending prior to its termination.

                  (c) Cause.  Employer may terminate Officer's  employment under
this  Agreement for "Cause." A termination  for Cause is a termination by reason
of (i) a material breach of this Agreement by Officer (other than as a result of
incapacity due to physical or mental illness) which is committed in bad faith or
without  reasonable belief that such breach is in the best interests of Employer
and which is not remedied  within a reasonable  period of time after  receipt of
written  notice  from  Employer   specifying  such  breach,  or  (ii)  Officer's
conviction by a court of competent  jurisdiction of a felony,  or (iii) entry of
an  order  duly  issued  by  any  federal  or  state  regulatory  agency  having
jurisdiction  in the matter  removing  Officer  from  office of  Employer or its
subsidiaries or permanently prohibiting him from participating in the conduct of
the  affairs  of  Employer  or any of its  subsidiaries.  If  Officer  shall  be
convicted  of a felony  or shall  be  removed  from  office  and/or  temporarily
prohibited  from  participating  in  the  conduct  of  Employer's  or any of its
subsidiaries'  affairs  by any  federal  or state  regulatory  authority  having
jurisdiction in the matter, Employer's obligations under Sections 4(a), 4(b) and
4(c) hereof shall be automatically  suspended;  provided,  however,  that if the
charges  resulting in such removal or prohibition are finally  dismissed or if a
final  judgment on the merits of such charges is issued in favor of Officer,  or
if the  conviction is overturned on appeal,  then Officer shall be reinstated in
full with back pay for the removal period plus accrued interest at the rate then
payable on  judgments.  During  the period  that  Employer's  obligations  under
Sections 4(a), 4(b) and 4(c) hereof are suspended,  Officer shall continue to be
entitled to receive Additional  Benefits under Section 4(d) until the conviction
of the felony or removal from office has become final and  non-appealable.  When
the  conviction  of the felony or  removal  from  office  has  become  final and
non-appealable,   all  of  Employer's  obligations  hereunder  shall  terminate;
provided, however, that the termination of Officer's employment pursuant to this
Section 5(c) shall not affect Officer's  entitlement to all benefits in which he
has become  vested or which are otherwise  payable in respect of periods  ending
prior to his termination of employment.

                  (d) Severance.  (i) Except as provided in Section 5(d)(ii), if
during the term of this Agreement  Officer's  employment  shall be terminated by
Employer  other than for Cause,  then (A) until  February 28, 2003 or the second
anniversary  of  the  Termination  Date,  whichever  is  later  (the  "Severance
Period"),  Employer shall (1) continue to pay Officer his annual base salary, at
the Annual Rate in effect on the Termination  Date, and (2) provide the benefits
specified  in Section 4(e) hereof,  (B) Employer  shall pay Officer,  within ten
(10) days after the end of each Fiscal Year ending during the Severance  Period,
an amount equal to the greater of (x) the average of the aggregate  bonus and/or
incentive  award, if any, paid or payable to the Officer for each of the two (2)
Fiscal Years  preceding  the Fiscal Year in which the Officer's  termination  of
employment  occurs (or such fewer  number of Fiscal  Years for which the Officer
was eligible to receive a bonus and/or incentive award) and (y) the bonus and/or
incentive award paid for the Fiscal Year  immediately  preceding the date of the
Change in Control (the "Bonus Rate");  provided,  however, that in the event the
Severance  Period  ends on a date  prior to the end of a Fiscal  Year,  Employer
shall also pay Officer an amount  equal to the product of (1) the Bonus Rate and
(2) the fraction  obtained by dividing (x) the number of days elapsed  since the
end of the  immediately  preceding  Fiscal Year through the end of the Severance
Period by (y) 365, and (C) all stock options held by Officer on the  Termination
Date shall become immediately and fully exercisable.

(ii) Change in Control. If after a "Change in Control" (as defined in Appendix A
                                    -----------------
to this  Agreement) and during the term of this Agreement  Officer's  employment
shall be  terminated  by  Employer  other than for Cause or by Officer  for Good
Reason,  then (A)  Employer  shall pay  Officer  in a single  payment as soon as
practicable  after the  Termination  Date,  as severance  pay and in lieu of any
further  salary  and  incentive  compensation  for  periods  subsequent  to  the
Termination  Date,  an  amount  in cash  equal  to  three  times  the sum of (1)
Officer's annual base salary at the Termination Date and (2) the total amount of
incentive  compensation paid or payable to Officer in respect of the Fiscal Year
immediately  preceding  the  Fiscal  Year in which  Officer's  Termination  Date
occurs,  (B)  Employer  shall  continue  to  provide  for three  years  from the
Termination  Date the benefits  specified in Section 4(e) hereof,  provided that
the coverage and benefits provided during this period shall be no less favorable
to Officer and his  dependents  than the most  favorable of such  coverages  and
benefits   provided  Officer  and  his  dependents   during  the  90-day  period
immediately  preceding  the Change in Control  or as of any date  following  the
Change in Control but  preceding the date of Officer's  termination  and (C) all
stock options held by Officer on the Termination  Date shall become  immediately
and fully  exercisable.  For purposes of this Agreement,  "Good Reason" shall be
deemed to occur if Employer (w) breaches this Agreement in any material respect,
(x) requires that Officer be based  anywhere more than fifty (50) miles from the
office where  Officer is located as of the date  hereof,  or (y) takes any other
action  which  results  in a material  adverse  change in  Officer's  duties and
responsibilities  other  than (i) an action  not taken in bad faith and which is
remedied by Employer promptly after receipt of notice by Officer;  (ii) a change
in  reporting  relationships;  or (iii)  changes due solely to the fact that the
Employer  ceases to be a public  company  and  becomes a  subsidiary  of another
publicly-traded corporation.

(iii)    Effect   of   Section   280G   of   the    Internal    Revenue    Code.
---------------------------------------------------
(A) Except as provided in subsection (B), in the event it shall
be  determined  that  any  payment  or  distribution  of  any  type,   including
accelerated vesting, to or for the benefit of the Officer, by the Employer,  any
"affiliate"  (as defined in Rule 405 of the  Securities Act of 1933, as amended)
of the  Employer,  any  "person"  (as the term  "person" is used for purposes of
Section 13(d) or 14(d) of the  Securities  Exchange Act of 1934, as amended) who
acquires  ownership  or  effective  control of the  Employer or  ownership  of a
substantial portion of the Employer's assets (within the meaning of Section 280G
of the  Internal  Revenue  Code  of  1986,  as  amended  (the  "Code"),  and the
regulations  thereunder) or any  "affiliate"  of such "person",  whether paid or
payable or distributed or distributable  pursuant to the terms of this Agreement
or otherwise (the  "Payments"),  is or will be subject to the excise tax imposed
by Section 4999 of the Code or any  interest or  penalties  with respect to such
excise tax (such excise tax, together with any such interest and penalties,  are
collectively  referred  to as the  "Excise  Tax"),  then  the  Officer  shall be
entitled to receive an  additional  payment (a "Gross-Up  Payment") in an amount
such that after payment by the Officer of all taxes  (including  any interest or
penalties  imposed  with  respect to such  taxes),  including  any  income  tax,
employment  tax or Excise Tax imposed  upon the  Gross-Up  Payment,  the Officer
retains an amount of the Gross-Up  Payment  equal to the Excise Tax imposed upon
the Payments.

(B)  Notwithstanding  subsection (A) or any other provision of this Agreement to
the contrary, in the event that the Payments (excluding the
payment provided for in subsection (A)) exceed by less than 10% or $100,000, the
maximum amount of Payments which if made or provided to the Officer would not be
subject to an Excise Tax, the Officer will not be entitled to a Gross-Up Payment
and the Payments  shall be reduced (but not below zero) to the extent  necessary
so that no Payment to be made or benefit to be provided to the Officer  shall be
subject to the Excise Tax; it being the intent of the parties  that the Payments
shall be reduced  only if the  economic  detriment  to the Officer (on a pre-tax
basis) is less than the greater of $100,000 or 10% of the  Payments.  Unless the
Officer shall have given prior written  notice  specifying a different  order to
the Employer to effectuate the foregoing, the Employer shall reduce or eliminate
the Payments, by first reducing or eliminating the portion of the Payments which
are not payable in cash and then by reducing or eliminating  cash  payments,  in
each case in reverse order  beginning  with payments or benefits which are to be
paid the  farthest  in time from the  "Determination"  (as defined  below).  Any
notice  given by the  Officer  pursuant  to the  preceding  sentence  shall take
precedence  over the  provisions  of any other plan,  arrangement  or  agreement
governing the Officer's rights and entitlements to any benefits or compensation.

(C) The  determination of whether the Payments shall be reduced pursuant to this
Agreement and the amount of such reduction, all mathematical
determinations,  and all  determinations  as to whether any of the  Payments are
"parachute  payments" (within the meaning of Section 280G of the Code), that are
required to be made under this Section, including determinations as to whether a
Gross-Up  Payment is required,  the amount of such Gross-Up  Payment and amounts
relevant  to the  last  sentence  of this  subsection  (C),  shall be made by an
independent  accounting  firm  selected by the  Officer  from among the five (5)
largest  accounting  firms in the  United  States or any  nationally  recognized
financial  planning and benefits  consulting  company (the  "Accounting  Firm"),
which shall  provide its  determination  (the  "Determination"),  together  with
detailed  supporting  calculations  regarding the amount of any Gross-Up Payment
and any other relevant matter,  both to the Employer and the Officer by no later
than ten (10) days  following  the  Termination  Date,  if  applicable,  or such
earlier  time as is  requested  by the  Employer  or the Officer (if the Officer
reasonably  believes that any of the Payments may be subject to the Excise Tax).
If the Accounting  Firm determines that no Excise Tax is payable by the Officer,
it shall  furnish  the  Officer  and the  Employer  with an  opinion  reasonably
acceptable  to the  Officer  and the  Employer  that no  Excise  Tax is  payable
(including the reasons therefor) and that the Officer has substantial  authority
not to report any Excise Tax on his  federal  income tax  return.  If a Gross-Up
Payment  is  determined  to be  payable,  it  shall be paid  (including  through
withholding  of taxes) to the  Officer no later than the due date for payment of
the Excise Tax. Any  determination  by the Accounting Firm shall be binding upon
the Employer and the Officer,  absent manifest error. As a result of uncertainty
in the  application  of  Section  4999 of the  Code at the  time of the  initial
determination  by the Accounting  Firm  hereunder,  it is possible that Gross-Up
Payments not made by the  Employer  should have been made  ("Underpayment"),  or
that Gross-Up Payments will have been made by the Employer which should not have
been made  ("Overpayment").  In either such  event,  the  Accounting  Firm shall
determine the amount of the  Underpayment or Overpayment  that has occurred.  In
the case of an Underpayment,  the amount of such Underpayment (together with any
interest and penalties payable by the Officer as a result of such  Underpayment)
shall be promptly paid by the Employer to or for the benefit of the Officer.  In
the case of an  Overpayment,  the Officer shall, at the direction and expense of
the Employer,  take such steps as are reasonably necessary (including the filing
of returns and claims for refund),  follow  reasonable  instructions  from,  and
procedures established by, the Employer, and otherwise reasonably cooperate with
the  Employer  to correct  such  Overpayment,  provided,  however,  that (i) the
Officer  shall not in any event be obligated to return to the Employer an amount
greater than the net after-tax  portion of the Overpayment  that he has retained
or has recovered as a refund from the applicable taxing  authorities and (ii) if
a  Gross-Up  Payment  is  determined  to be  payable,  this  provision  shall be
interpreted in a manner  consistent with an intent to make the Officer whole, on
an after-tax basis,  from the application of the Excise Tax, it being understood
that the correction of an Overpayment may result in the Officer  repaying to the
Employer  an  amount  which is less than the  Overpayment.  The cost of all such
determinations made pursuant to this Section shall be paid by the Employer.

                  (e)  Resignation.  Except  as  provided  in  Section  5(d)(ii)
hereof, if during the term of this Agreement,  Officer shall resign voluntarily,
all of his rights to payment or benefits hereunder shall immediately  terminate;
provided, however, that the termination of Officer's employment pursuant to this
Section 5(e) shall not affect Officer's  entitlement to all benefits in which he
has become  vested or which are otherwise  payable in respect of periods  ending
prior to his termination of employment.

                  (f)  Notice  of  Termination.  Any  purported  termination  by
Employer or by Officer shall be  communicated by a written Notice of termination
(the "Notice of  Termination")  to the other party hereto  which  indicates  the
specific termination provision in this Agreement,  if any, relied upon and which
sets forth in reasonable detail the facts and circumstances,  if any, claimed to
provide a basis for termination of Officer's  employment  under the provision so
indicated.  For purposes of this Agreement,  no such purported termination shall
be effective  without such Notice of Termination.  The "Termination  Date" shall
mean the date  specified  in the Notice of  Termination,  which shall be no less
than 30 or more  than  60 days  from  the  date of the  Notice  of  Termination.
Notwithstanding  any  other  provision  of this  Agreement,  in the event of any
termination of Officer's employment hereunder for any reason, Employer shall pay
Officer his full base salary through the  Termination  Date, plus any Additional
Benefits which have been earned or become  payable,  but which have not yet been
paid as of such Termination Date.

                  (g)  Disputes.  In  the  event  of a  dispute  concerning  the
validity of a  purported  termination  which is  maintained  in good faith,  the
Termination  Date  shall  mean the date the  dispute  is  finally  resolved  and
Employer will  continue to provide  Officer with the  compensation  and benefits
provided for under this Agreement, until the dispute is finally resolved without
any   obligation   by  Officer  to  repay  any  of  such  amounts  to  Employer,
notwithstanding  the final outcome of the dispute.  Payments required to be made
by this Section 5(g) are in addition to all other amounts due under Section 5 of
this  Agreement and shall not be offset  against or reduce any other amounts due
under Section 5 of this Agreement.  Officer shall be required to render services
to Employer  during the period  following  his  Termination  Date but before the
dispute  concerning the termination is finally  determined unless Employer fails
to provide  Officer  with a reasonable  opportunity  to perform his duties under
this Agreement during such period.

         6.  Reimbursement  of  Business  Expenses.  During  the  term  of  this
Agreement,  Employer  shall  reimburse  Officer  promptly  for all  expenditures
(including travel,  entertainment,  parking,  business meetings, and the monthly
costs (including dues) of maintaining  memberships at appropriate  clubs) to the
extent  that  such   expenditures   meet  the   requirements  of  the  Code  for
deductibility  by Employer for federal  income tax purposes or are  otherwise in
compliance  with the rules and  policies of Employer  and are  substantiated  by
Officer as required by the  Internal  Revenue  Service and rules and policies of
Employer.

         7.  Indemnity.   To  the  extent   permitted  by  applicable  law,  the
Certificate of  Incorporation  and the By-Laws of Employer (as from time to time
in effect) and any indemnity  agreements  entered into from time to time between
Employer and Officer, Employer shall indemnify Officer and hold him harmless for
any acts or decisions  made by him in good faith while  performing  services for
Employer,  and shall use  reasonable  efforts to obtain  coverage  for him under
liability  insurance policies now in force or hereafter obtained during the term
of this Agreement covering the other officers or directors of Employer.

         8.       Miscellaneous.
                  -------------

                  (a)  Succession.  This Agreement shall inure to the benefit of
and shall be binding upon Employer,  its successors and assigns, but without the
prior written consent of Officer,  this Agreement may not be assigned other than
in connection with a merger or sale of substantially  all the assets of Employer
or similar transaction.  Employer shall not agree to any such transaction unless
the  successor to or assignee of the  Company's  business  and/or assets in such
transaction  expressly  assumes all obligations of the Employer  hereunder.  The
obligations and duties of Officer hereby shall be personal and not assignable.

                  (b) Notice.  Any notices  provided for in this Agreement shall
be  sent  to  Employer  at  4500  Park  Granada,  Calabasas,  California  91302,
Attention:  General  Counsel/Secretary,  with a  copy  to  the  CEO at the  same
address,  or to such other  address as Employer may from time to time in writing
designate, and to Officer at his home address as reflected in Employer's records
or at such other address as he may from time to time in writing  designate.  All
notices shall be deemed to have been given two (2) business days after they have
been deposited as certified  mail,  return receipt  requested,  postage paid and
properly  addressed  to the  designated  address  of the  party to  receive  the
notices.

(c) Effective Date. This Agreement is effective as of July 1, 2000.
                                    --------------

                  (d) Entire  Agreement.  This  instrument  contains  the entire
agreement of the parties relating to the subject matter hereof,  and it replaces
and supersedes any prior agreements between the parties relating to said subject
matter.  No  modifications or amendments of this Agreement shall be valid unless
made in writing and signed by the parties hereto.

                  (e)  Waiver.  The  waiver of the  breach of any term or of any
condition of this Agreement  shall not be deemed to constitute the waiver of any
other breach of the same or any other term or condition.

(f)  California  Law.  This  Agreement  shall be construed  and  interpreted  in
--------------
accordance with the laws of the State of California.

                  (g) Attorneys'  Fees in Action on Contract.  If any litigation
shall occur between Officer and Employer, which litigation arises out of or as a
result of this  Agreement  or the acts of the  parties  hereto  pursuant to this
Agreement,  or which seeks an interpretation  of this Agreement,  the prevailing
party in such litigation,  in addition to any other judgment or award,  shall be
entitled to receive  such sums as the court  hearing the matter shall find to be
reasonable as and for the attorneys' fees of the prevailing party.

                  (h)  Confidentiality.  Officer agrees that he will not divulge
or  otherwise  disclose,  directly  or  indirectly,  any  trade  secret or other
confidential  information concerning the business or policies of Employer or any
of its  subsidiaries  which he may have  learned  as a result of his  employment
during the term of this  Agreement or prior  thereto as an employee,  officer or
director of or consultant to Employer or any of its subsidiaries,  except to the
extent such use or disclosure is (i) necessary or appropriate to the performance
of this Agreement and in furtherance of Employer's best interests, (ii) required
by  applicable  law,  (iii)  lawfully  obtainable  from other  sources,  or (iv)
authorized  by Employer.  The  provisions of this  subsection  shall survive the
expiration. suspension or termination, for any reason, of this Agreement.

                  (i)  Remedies  of  Employer.  Officer  acknowledges  that  the
services he is obligated to render under the provisions of this Agreement are of
a special,  unique,  unusual,  extraordinary and intellectual  character,  which
gives this  Agreement  peculiar  value to Employer.  The loss of these  services
cannot be reasonably or  adequately  compensated  in damages in an action at law
and it would be difficult  (if not  impossible)  to replace these  services.  By
reason  thereof,  Officer  agrees and  consents  that if he violates  any of the
material provisions of this Agreement, Employer, in addition to any other rights
and remedies  available  under this Agreement or under  applicable law, shall be
entitled  during the  remainder of the term to seek  injunctive  relief,  from a
tribunal of  competent  jurisdiction,  restraining  Officer from  committing  or
continuing any violation of this Agreement,  or from the performance of services
to any other business entity, or both.

                  (j)  Severability.  If any provision of this Agreement is held
invalid or  unenforceable,  the remainder of this Agreement  shall  nevertheless
remain  in full  force and  effect,  and if any  provision  is held  invalid  or
unenforceable  with respect to particular  circumstances,  it shall nevertheless
remain in full force and effect in all other circumstances.

                  (k) No Obligation  to Mitigate.  Officer shall not be required
to mitigate the amount of any payment  provided for in this Agreement by seeking
other  employment  or otherwise  and,  except as provided in Section  5(a)(i)(2)
hereof,  no  payment  hereunder  shall be offset or reduced by the amount of any
compensation or benefits provided to Officer in any subsequent employment.

                  (l)  Arbitration.  The  parties  acknowledge  that  they  have
previously entered into a Mutual Agreement to Arbitrate Claims (the "Arbitration
Agreement"). The parties hereby incorporate herein by reference the terms of the
Arbitration  Agreement.  Any dispute arising regarding this Agreement and/or any
other matter covered by the  Arbitration  Agreement  shall be subject to binding
arbitration  pursuant  to the  terms of the  Arbitration  Agreement,  except  as
expressly provided herein.

                  (m) Pooling Transactions.  Notwithstanding  anything contained
in this  Agreement to the  contrary,  in the event of a Change in Control of the
Employer  in a  transaction  which is  intended  to be treated as a "pooling  of
interests"   under  generally   accepted   accounting   principles  (a  "Pooling
Transaction"),  the Board shall take such actions,  if any, as are  specifically
recommended  by an independent  accounting  firm retained by the Employer to the
extent reasonably necessary in order to assure that the Pooling Transaction will
qualify  as such,  including  but not  limited  to (a)  deferring  the  vesting,
exercise,  payment,  settlement or lapsing of  restrictions  with respect to any
option or award,  (b) providing that the payment or settlement in respect of any
option  or  award  be made in the  form of  cash,  shares  of  common  stock  or
securities of a successor or acquirer of the Employer,  or a combination  of the
foregoing,  and (c)  providing  for the  extension  of the term of any option or
award to the extent  necessary to accommodate the foregoing,  but not beyond the
maximum term  permitted  for any option or award and (d)  amending,  deleting or
making  inapplicable  to the Officer any  provision  in this  Agreement or other
arrangement pursuant to which he receives compensation, payments or benefits.

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

                                               COUNTRYWIDE CREDIT INDUSTRIES,
                                               INC.



By: --------------------------------------------------------

Title: -----------------------------------------------------



OFFICER:



---------------------------------
Kevin Bartlett, in his individual capacity

343010.01


<PAGE>



- 3 - 343010.6 - 1 - 343010.6





                                   APPENDIX A

                             To Employment Agreement

                  A "Change in  Control"  shall mean the  occurrence  during the
term of the Agreement, of any one of the following events:

                  (1)      An acquisition (other than directly from Employer) of
                           any common  stock or other  "Voting  Securities"  (as
                           hereinafter  defined) of Employer by any "Person" (as
                           the term person is used for purposes of Section 13(d)
                           or 14(d) of the  Securities  Exchange Act of 1934, as
                           amended  (the  "Exchange  Act")),  immediately  after
                           which such Person has "Beneficial  Ownership" (within
                           the  meaning  of Rule  13d-3  promulgated  under  the
                           Exchange Act) of twenty-five percent (25%) or more of
                           the then  outstanding  shares  of  Employer's  common
                           stock or the combined voting power of Employer's then
                           outstanding Voting Securities;  provided, however, in
                           determining whether a Change in Control has occurred,
                           Voting   Securities   which   are   acquired   in   a
                           "Non-Control  Acquisition"  (as hereinafter  defined)
                           shall not constitute an acquisition which would cause
                           a Change in Control.  For purposes of this Agreement,
                           (1)  "Voting   Securities"   shall  mean   Employer's
                           outstanding   voting  securities   entitled  to  vote
                           generally  in the  election  of  directors  and (2) a
                           "Non-Control  Acquisition"  shall mean an acquisition
                           by (i) an employee benefit plan (or a trust forming a
                           part  thereof)  maintained by (A) Employer or (B) any
                           corporation  or other  Person of which a majority  of
                           its voting power or its voting  equity  securities or
                           equity interest is owned, directly or indirectly,  by
                           Employer   (for  purposes  of  this   definition,   a
                           "Subsidiary"),   (ii)   Employer   or   any   of  its
                           Subsidiaries,  or (iii) any Person in connection with
                           a "Non-Control Transaction" (as hereinafter defined);

                  (2)      The individuals  who, as of the date of the Agreement
                           are  members  of the Board (the  "Incumbent  Board"),
                           cease  for  any   reason  to   constitute   at  least
                           two-thirds  of the  members of the  Board;  provided,
                           however,  that if the  election,  or  nomination  for
                           election by Employer's  common  stockholders,  of any
                           new  director  was  approved  by a vote  of at  least
                           two-thirds of the Incumbent Board,  such new director
                           shall, for purposes of this Agreement,  be considered
                           as a member of the Incumbent Board; provided further,
                           however,  that no  individual  shall be  considered a
                           member  of the  Incumbent  Board  if such  individual
                           initially  assumed  office  as a result  of either an
                           actual or threatened "Election Contest" (as described
                           in Rule 14a-11 promulgated under the Exchange Act) or
                           other actual or threatened solicitation of proxies or
                           consents  by or on behalf of a Person  other than the
                           Board (a "Proxy Contest")  including by reason of any
                           agreement  intended  to avoid or settle any  Election
                           Contest or Proxy Contest; or

                  (3)      The consummation of:

                           (a)      A merger,  consolidation  or  reorganization
                                    involving  Employer,   unless  such  merger,
                                    consolidation   or   reorganization   is   a
                                    "Non-Control  Transaction."  A  "Non-Control
                                    Transaction"    shall    mean   a    merger,
                                    consolidation or  reorganization of Employer
                                    where:

(i) the stockholders of Employer,  immediately before such merger, consolidation
or reorganization, own directly or indirectly immediately following such merger,
consolidation or reorganization,  at least seventy percent (70%) of the combined
voting power of the outstanding  voting securities of the corporation  resulting
from such merger,  consolidation or reorganization (the "Surviving Corporation")
in substantially the same proportion as their ownership of the Voting Securities
immediately before such merger, consolidation or reorganization;

(ii) the individuals who were members of the Incumbent Board  immediately  prior
to the execution of the agreement  providing for such merger,  consolidation  or
reorganization  constitute  at least  two-thirds  of the members of the board of
directors  of the  Surviving  Corporation,  or in the  event  that,  immediately
following the consummation of such transaction, a corporation beneficially owns,
directly or  indirectly,  a majority of the Voting  Securities  of the Surviving
Corporation, the board of directors of such corporation; and

(iii) no Person other than (i) Employer, (ii) any Subsidiary, (iii) any employee
benefit plan (or any trust forming a part thereof)  maintained by Employer,  the
Surviving  Corporation,  or any Subsidiary,  or (iv) any Person who, immediately
prior to such merger,  consolidation or reorganization had Beneficial  Ownership
of twenty- five percent (25%) or more of the then outstanding  Voting Securities
or common stock of Employer,  has Beneficial  Ownership of  twenty-five  percent
(25%) or more of the combined voting power of the Surviving  Corporation's  then
outstanding Voting Securities or its common stock;

(b) A complete liquidation or dissolution of Employer; or

(c) The sale or other disposition of all or substantially all of the assets of
Employer to any Person (other than a transfer to a Subsidiary).

                  Notwithstanding  the foregoing,  a Change in Control shall not
be deemed to occur solely  because any Person (the  "Subject  Person")  acquired
Beneficial  Ownership of more than the permitted  amount of the then outstanding
common stock or Voting Securities as a result of the acquisition of common stock
or Voting  Securities  by Employer  which,  by reducing  the number of shares of
common stock or Voting Securities then  outstanding,  increases the proportional
number of shares Beneficially Owned by the Subject Persons;  provided,  however,
that if a Change in Control would occur (but for the operation of this sentence)
as a result of the acquisition of common stock or Voting Securities by Employer,
and after such share  acquisition  by Employer,  the Subject  Person becomes the
Beneficial  Owner of any  additional  common  stock or voting  Securities  which
increases  the  percentage  of the  then  outstanding  common  stock  or  Voting
Securities  Beneficially  Owned by the Subject Person,  then a Change in Control
shall occur.


<PAGE>

- 18 - 342966.8 342966.8 APPENDIX B

                           INCENTIVE COMPENSATION PLAN

         The Bonus Plan for Employee is set forth in a written  memorandum  from
Stanford Kurland to Employee dated October 2, 2000.