REDWOOD TRUST INC
EXHIBIT 10.18
<DOCUMENT>
<TYPE>EX-10.18
<SEQUENCE>3
<FILENAME>f94501exv10w18.txt
<DESCRIPTION>EXHIBIT 10.18
<TEXT>
<PAGE>

                                                                   Exhibit 10.18
                            INDEMNIFICATION AGREEMENT
                                    (OFFICER)

         THIS INDEMNIFICATION AGREEMENT is made and entered into this ____ day
of ___________, 2003 ("Agreement"), by and between Redwood Trust, Inc., a
Maryland corporation (the "Company"), and ("Indemnitee").

         WHEREAS, at the request of the Company, Indemnitee currently serves as
a officer of the Company and may, therefore, be subjected to claims, suits or
proceedings arising as a result of his service; and

         WHEREAS, as an inducement to Indemnitee to continue to serve as such
officer, the Company has agreed to indemnify and to advance expenses and costs
incurred by Indemnitee in connection with any such claims, suits or proceedings,
to the fullest extent permitted by law; and

         WHEREAS, the parties by this Agreement desire to set forth their
agreement regarding indemnification and advance of expenses;

         NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:

         Section 1. Definitions. For purposes of this Agreement:

         (a)      "Change in Control" means a change in control of the Company
occurring after the Effective Date of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in
response to any similar item on any similar schedule or form) promulgated under
the Securities Exchange Act of 1934 (the "Act"), whether or not the Company is
then subject to such reporting requirement; provided, however, that, without
limitation, such a Change in Control shall be deemed to have occurred if after
the Effective Date (i) any "person" (as such term is used in Sections 13(d) and
14(d) of the Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Act), directly or indirectly, of securities of the Company
representing 15% or more of the combined voting power of the Company's then
outstanding securities without the prior approval of at least two-thirds of the
members of the Board of Directors in office immediately prior to such person
attaining such percentage interest; (ii) there occurs a proxy contest, or the
Company is a party to a merger, consolidation, sale of assets, plan of
liquidation or other reorganization not approved by at least two-thirds of the
members of the Board of Directors then in office, as a consequence of which
members of the Board of Directors in office immediately prior to such
transaction or event constitute less than a majority of the Board of Directors
thereafter; or (iii) during any period of two consecutive years, other than as a
result of an event described in clause (a)(ii) of this Section 1, individuals
who at the beginning of such period constituted the Board of Directors
(including for this purpose any new director whose election or nomination for
election by the Company's stockholders was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of such period) cease for any reason to constitute at least a majority
of the Board of Directors.

         (b)      "Corporate Status" means the status of a person who is or was
a director, trustee, officer, employee or agent of the Company or of any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise which such person is or was serving at the request of the Company.

         (c)      "Disinterested Director" means a director of the Company who
is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.

         (d)      "Effective Date" means the date set forth in the first
paragraph of this Agreement.

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<PAGE>

         (e)      "Expenses" shall include all reasonable attorneys' fees,
retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees, and all other disbursements or expenses of the
types customarily incurred in connection with prosecuting, defending, preparing
to prosecute or defend, investigating, or being or preparing to be a witness in
a Proceeding.

         (f)      "Independent Counsel" means a law firm, or a member of a law
firm, selected by the board of directors by vote as set forth in Section 9(b),
that is experienced in matters of corporation law and neither presently is, nor
in the past five years has been, retained to represent: (i) the Company or
Indemnitee in any matter material to either such party, or (ii) any other party
to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term "Independent Counsel" shall not include
any person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the Company
or Indemnitee in an action to determine Indemnitee's rights under this
Agreement.

         (g)      "Proceeding" includes any threatened, pending or completed
action, suit, arbitration, alternate dispute resolution mechanism,
investigation, administrative hearing or any other proceeding, whether civil,
criminal, administrative or investigative (including on appeal), except one (i)
initiated by an Indemnitee pursuant to Section 11 of this Agreement to enforce
his rights under this Agreement or (ii) pending or completed on or before the
Effective Date, unless otherwise specifically agreed in writing by the Company
and Indemnitee.

         Section 2. Services by Indemnitee. Indemnitee will serve as an officer
of the Company. However, this Agreement shall not impose any obligation on
Indemnitee or the Company to continue Indemnitee's service to the Company beyond
any period otherwise required by law or by other agreements or commitments of
the parties, if any.

         Section 3. Indemnification - General. The Company shall indemnify, and
advance Expenses to, Indemnitee (a) as provided in this Agreement and (b)
otherwise to the fullest extent permitted by Maryland law in effect on the date
hereof and as amended from time to time; provided, however, that no change in
Maryland law shall have the effect of reducing the benefits available to
Indemnitee hereunder based on Maryland law as in effect on the date hereof. The
rights of Indemnitee provided in this Section 3 shall include, without
limitation, the rights set forth in the other sections of this Agreement,
including any additional indemnification permitted by Section 2-418(g) of the
Maryland General Corporation Law ("MGCL").

         Section 4. Proceedings Other Than Proceedings by or in the Right of the
Company. Indemnitee shall be entitled to the rights of indemnification provided
in this Section 4 if, by reason of his Corporate Status, he is, or is threatened
to be, made a party to or a witness in any threatened, pending, or completed
Proceeding, other than a Proceeding by or in the right of the Company. Pursuant
to this Section 4, Indemnitee shall be indemnified against all Expenses,
judgments, penalties, fines and amounts paid in settlement (provided the
settlement was with the consent of the Company, which shall not be unreasonably
withheld) and all Expenses actually and reasonably incurred by him or on his
behalf in connection with a Proceeding by reason of his Corporate Status unless
it is established that (i) the act or omission of Indemnitee was material to the
matter giving rise to the Proceeding and (a) was committed in bad faith or (b)
was the result of active and deliberate dishonesty, (ii) Indemnitee actually
received an improper personal benefit in money, property or services, or (iii)
in the case of any criminal Proceeding, Indemnitee had reasonable cause to
believe that his conduct was unlawful.

         Section 5. Proceedings by or in the Right of the Company. Indemnitee
shall be entitled to the rights of indemnification provided in this Section 5
if, by reason of his Corporate Status, he is, or is threatened to be, made a
party to or a witness in any threatened, pending or completed Proceeding brought
by or in the right of the Company to procure a judgment in its favor. Pursuant
to this Section 5, Indemnitee shall be indemnified against all amounts paid in
settlement and all Expenses actually and reasonably incurred by him or on his
behalf in connection with such Proceeding unless it is established that (i) the
act or omission of Indemnitee was material to the matter giving rise to such a
Proceeding and

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<PAGE>

(a) was committed in bad faith or (b) was the result of active and deliberate
dishonesty or (ii) Indemnitee actually received an improper personal benefit in
money, property or services.

         Section 6. Court-Ordered Indemnification. Notwithstanding any other
provision of this Agreement, a court of appropriate jurisdiction, upon
application of an officer and such notice as the court shall require, may order
indemnification in the following circumstances:

         (a)      if it determines a officer is entitled to reimbursement under
Section 2-418(d)(1) of the MGCL, the court shall order indemnification, in which
case the officer shall be entitled to recover the expenses of securing such
reimbursement; or

         (b)      if it determines that the officer is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances, whether
or not the officer (i) has met the standards of conduct set forth in Section
2-418(b) of the MGCL or (ii) has been adjudged liable for receipt of an improper
personal benefit under Section 2-418(c) of the MGCL, the court may order such
indemnification as the court shall deem proper. However, indemnification with
respect to any Proceeding by or in the right of the Company or in which
liability shall have been adjudged in the circumstances described in Section
2-418(c) of the MGCL shall be limited to Expenses.

         Section 7. Indemnification for Expenses of a Party Who is Wholly or
Partly Successful. Notwithstanding any other provision of this Agreement, and
without limiting any such provision, to the extent that Indemnitee is, by reason
of his Corporate Status, made a party to and is successful, on the merits or
otherwise, in the defense of any Proceeding, he shall be indemnified for all
Expenses actually and reasonably incurred by him or on his behalf in connection
therewith. If Indemnitee is not wholly successful in such Proceeding but is
successful, on the merits or otherwise, as to one or more but less than all
claims, issues or matters in such Proceeding, the Company shall indemnify
Indemnitee under this Section 7 for all Expenses actually and reasonably
incurred by him or on his behalf in connection with each successfully resolved
claim, issue or matter. For purposes of this Section and without limitation, the
termination of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to such
claim, issue or matter.

         Section 8. Advance of Expenses. The Company shall advance all
reasonable Expenses incurred by or on behalf of Indemnitee in connection with
any Proceeding to which Indemnitee is, or is threatened to be, made a party or a
witness, within ten days after the receipt by the Company of a statement or
statements from Indemnitee requesting such advance or advances from time to
time, whether prior to or after final disposition of such Proceeding. Such
statement or statements shall reasonably evidence the Expenses incurred by
Indemnitee and shall include or be preceded or accompanied by a written
affirmation by Indemnitee of Indemnitee's good faith belief that the standard of
conduct necessary for indemnification by the Company as authorized by law and by
this Agreement has been met and a written undertaking by or on behalf of
Indemnitee, in substantially the form attached hereto as Exhibit A or in such
form as may be required under applicable law as in effect at the time of the
execution thereof, to reimburse the portion of any Expenses advanced to
Indemnitee relating to claims, issues or matters in the Proceeding as to which
it shall ultimately be established that the standard of conduct has not been met
and which have not been successfully resolved as described in Section 7. To the
extent that Expenses advanced to Indemnitee do not relate to a specific claim,
issue or matter in the Proceeding, such Expenses shall be allocated on a
reasonable and proportionate basis. The undertaking required by this Section 8
shall be an unlimited general obligation by or on behalf of Indemnitee and shall
be accepted without reference to Indemnitee's financial ability to repay such
advanced Expenses and without any requirement to post security therefor.

         Section 9. Procedure for Determination of Entitlement to
Indemnification.

         (a)      To obtain indemnification under this Agreement, Indemnitee
shall submit to the Company a written request, including therein or therewith
such documentation and information as is reasonably available to Indemnitee and
is reasonably necessary to determine whether and to what extent Indemnitee is
entitled to indemnification. The Secretary of the Company shall, promptly upon
receipt of such a

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<PAGE>

request for indemnification, advise the Board of Directors in writing that
Indemnitee has requested indemnification.

         (b)      Upon written request by Indemnitee for indemnification
pursuant to the first sentence of Section 9(a) hereof, a determination, if
required by applicable law, with respect to Indemnitee's entitlement thereto
shall promptly be made in the specific case: (i) if a Change in Control shall
have occurred, by Independent Counsel in a written opinion to the Board of
Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change
of Control shall not have occurred, (A) by the Board of Directors (or a duly
authorized committee thereof) by a majority vote of a quorum consisting of
Disinterested Directors (as herein defined), or (B) if a quorum of the Board of
Directors consisting of Disinterested Directors is not obtainable or, even if
obtainable, such quorum of Disinterested Directors so directs, by Independent
Counsel in a written opinion to the Board of Directors, a copy of which shall be
delivered to Indemnitee, or (C) if so directed by a majority of the members of
the Board of Directors, by the stockholders of the Company; and, if it is so
determined that Indemnitee is entitled to indemnification, payment to Indemnitee
shall be made within ten days after such determination. Indemnitee shall
cooperate with the person, persons or entity making such determination with
respect to Indemnitee's entitlement to indemnification, including providing to
such person, persons or entity upon reasonable advance request any documentation
or information which is not privileged or otherwise protected from disclosure
and which is reasonably available to Indemnitee and reasonably necessary to such
determination. Any costs or Expenses (including reasonable attorneys' fees and
disbursements) incurred by Indemnitee in so cooperating with the person, persons
or entity making such determination shall be borne by the Company (irrespective
of the determination as to Indemnitee's entitlement to indemnification) and the
Company hereby agrees to indemnify and hold Indemnitee harmless therefrom.

         (c)      At the conclusion of any Proceeding during which Expenses were
advanced to Indemnitee by the Company, Indemnitee may submit to the Company a
written request for a confirmation in writing from the Company that Indemnitee
is entitled to indemnification for such Expenses and that no reimbursement of
such Expenses pursuant to the undertaking furnished by Indemnitee will be
required. A determination, if required by applicable law, with respect to
Indemnitee's written request shall promptly be made in accordance with Section
9(b) hereof.

         Section 10. Presumptions and Effect of Certain Proceedings.

         (a)      In making a determination with respect to entitlement to
indemnification hereunder, the person or persons or entity making such
determination shall presume that Indemnitee is entitled to indemnification under
this Agreement if Indemnitee has submitted a request for indemnification in
accordance with Section 9(a) of this Agreement, and the Company shall have the
burden of proof to overcome that presumption in connection with the making of
any determination contrary to that presumption.

         (b)      The termination of any Proceeding by judgment, order,
settlement, conviction, a plea of nolo contendere or its equivalent, or an entry
of an order of probation prior to judgment, does not create a presumption that
Indemnitee did not meet the requisite standard of conduct described herein for
indemnification.

         Section 11. Remedies of Indemnitee.

         (a)      If (i) a determination is made pursuant to Section 9 of this
Agreement that Indemnitee is not entitled to indemnification under this
Agreement, (ii) advance of Expenses is not timely made pursuant to Section 8 of
this Agreement, (iii) no determination of entitlement to indemnification shall
have been made pursuant to Section 9(b) of this Agreement within 60 days after
receipt by the Company of the request for indemnification, (iv) payment of
indemnification is not made pursuant to Section 7 of this Agreement within ten
days after receipt by the Company of a written request therefor, or (v) payment
of indemnification is not made within ten days after a determination has been
made that Indemnitee is entitled to indemnification, Indemnitee shall be
entitled to an adjudication in an appropriate court of the State of Maryland, or
in any other court of competent jurisdiction, of his entitlement to such
indemnification or advance of Expenses. Alternatively, Indemnitee, at his
option, may seek an award in

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<PAGE>

arbitration to be conducted by a single arbitrator pursuant to the commercial
Arbitration Rules of the American Arbitration Association. Indemnitee shall
commence such proceeding seeking an adjudication or an award in arbitration
within 180 days following the date on which Indemnitee first has the right to
commence such proceeding pursuant to this Section 11(a); provided, however, that
the foregoing clause shall not apply in respect of a proceeding brought by
Indemnitee to enforce his rights under Section 7 of this Agreement.

         (b)      In any judicial proceeding or arbitration commenced pursuant
to this Section 11 the Company shall have the burden of proving that Indemnitee
is not entitled to indemnification or advance of Expenses, as the case may be.

         (c)      If a determination shall have been made pursuant to Section
9(b) of this Agreement that Indemnitee is entitled to indemnification, the
Company shall be bound by such determination in any judicial proceeding or
arbitration commenced pursuant to this Section 11, absent a misstatement by
Indemnitee of a material fact, or an omission of a material fact necessary to
make Indemnitee's statement not materially misleading, in connection with the
request for indemnification.

         (d)      In the event that Indemnitee, pursuant to this Section 11,
seeks a judicial adjudication of or an award in arbitration to enforce his
rights under, or to recover damages for breach of, this Agreement, Indemnitee
shall be entitled to recover from the Company, and shall be indemnified by the
Company for, any and all Expenses actually and reasonably incurred by him in
such judicial adjudication or arbitration. If it shall be determined in such
judicial adjudication or arbitration that Indemnitee is entitled to receive part
but not all of the indemnification or advance of Expenses sought, the Expenses
incurred by Indemnitee in connection with such judicial adjudication or
arbitration shall be appropriately prorated.

         Section 12. Defense of the Underlying Proceeding.

         (a)      Indemnitee shall notify the Company promptly upon being served
with or receiving any summons, citation, subpoena, complaint, indictment,
information, notice, request or other document relating to any Proceeding which
may result in the right to indemnification or the advance of Expenses hereunder;
provided, however, that the failure to give any such notice shall not disqualify
Indemnitee from the right, or otherwise affect in any manner any right of
Indemnitee, to indemnification or the advance of Expenses under this Agreement
unless the Company's ability to defend in such Proceeding or to obtain proceeds
under any insurance policy is materially and adversely prejudiced thereby, and
then only to the extent the Company is thereby actually so prejudiced.

         (b)      Subject to the provisions of the last sentence of this Section
12(b) and of Section 12(c) below, the Company shall have the right to defend
Indemnitee in any Proceeding which may give rise to indemnification hereunder;
provided, however, that the Company shall notify Indemnitee of any such decision
to defend within 15 calendar days following receipt of notice of any such
Proceeding under Section 12(a) above. The Company shall not, without the prior
written consent of Indemnitee, which shall not be unreasonably withheld or
delayed, consent to the entry of any judgment against Indemnitee or enter into
any settlement or compromise which (i) includes an admission of fault of
Indemnitee or (ii) does not include, as an unconditional term thereof, the full
release of Indemnitee from all liability in respect of such Proceeding, which
release shall be in form and substance reasonably satisfactory to Indemnitee.
This Section 12(b) shall not apply to a Proceeding brought by Indemnitee under
Section 11 above or Section 18 below.

         (c)      Notwithstanding the provisions of Section 12(b) above, if in a
Proceeding to which Indemnitee is a party by reason of Indemnitee's Corporate
Status, (i) Indemnitee reasonably concludes, based upon an opinion of
Independent Counsel, that he may have separate defenses or counterclaims to
assert with respect to any issue which may not be consistent with other
defendants in such Proceeding, (ii) Indemnitee reasonably concludes, based upon
an opinion of Independent Counsel, that an actual or apparent conflict of
interest or potential conflict of interest exists between Indemnitee and the
Company, or (iii) if the Company fails to assume the defense of such Proceeding
in a timely manner, Indemnitee shall be entitled to be represented by separate
legal counsel of Indemnitee's choice, subject to the prior approval of the
Company, which shall not be unreasonably withheld, at the expense of the
Company. In

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<PAGE>

addition, if the Company fails to comply with any of its obligations under this
Agreement or in the event that the Company or any other person takes any action
to declare this Agreement void or unenforceable, or institutes any Proceeding to
deny or to recover from Indemnitee the benefits intended to be provided to
Indemnitee hereunder, Indemnitee shall have the right to retain counsel of
Indemnitee's choice, subject to the prior approval of the Company, which shall
not be unreasonably withheld, at the expense of the Company (subject to Section
11(d)), to represent Indemnitee in connection with any such matter.

         Section 13. Non-Exclusivity; Survival of Rights; Insurance;
Subrogation.

         (a)      The rights of indemnification and advance of Expenses as
provided by this Agreement shall not be deemed exclusive of any other rights to
which Indemnitee may at any time be entitled under applicable law, the Charter
or Bylaws of the Company, any agreement or a resolution of the stockholders
entitled to vote generally in the election of directors or of the Board of
Directors, or otherwise. No amendment, alteration or repeal of this Agreement or
of any provision hereof shall limit or restrict any right of Indemnitee under
this Agreement in respect of any action taken or omitted by such Indemnitee in
his Corporate Status prior to such amendment, alteration or repeal.

         (b)      In the event of any payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of
recovery of Indemnitee, who shall execute all papers required and take all
action necessary to secure such rights, including execution of such documents as
are necessary to enable the Company to bring suit to enforce such rights.

         (c)      The Company shall not be liable under this Agreement to make
any payment of amounts otherwise indemnifiable hereunder if and to the extent
that Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.

         Section 14. Insurance. The Company will use its reasonable best efforts
to acquire directors and officers liability insurance, on terms and conditions
deemed appropriate by the Board of Directors of the Company, with the advice of
counsel, covering Indemnitee or any claim made against Indemnitee for service as
a director or officer of the Company and covering the Company for any
indemnification or advance of expenses made by the Company to Indemnitee for any
claims made against Indemnitee for service as a director or officer of the
Company. Subject to the limitations otherwise applicable to the obligations of
the Company to make payments hereunder, the Company shall indemnify Indemnitee
for any payment by Indemnitee arising out of the amount of any deductible or
retention and the amount of any excess of the aggregate of all judgments,
penalties, fines, settlements and reasonable expenses incurred by Indemnitee in
connection with a Proceeding over the coverage of any insurance referred to in
the previous sentence.

         Section 15. Indemnification for Expenses of a Witness. Notwithstanding
any other provision of this Agreement, to the extent that Indemnitee is, by
reason of his Corporate Status, a witness in any Proceeding, whether instituted
by the Company or any other party, and to which Indemnitee is not a party, he
shall be advanced all reasonable Expenses and indemnified against all Expenses
actually and reasonably incurred by him or on his behalf in connection
therewith.

         Section 16. Duration of Agreement; Binding Effect.

         (a)      This Agreement shall continue until and terminate ten years
after the date that Indemnitee shall have ceased to serve as a director,
trustee, officer, employee, or agent of the Company or of any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
which Indemnitee served at the request of the Company; provided, that the rights
of Indemnitee hereunder shall continue until the final termination of any
Proceeding then pending in respect of which Indemnitee is granted rights of
indemnification or advance of Expenses hereunder and of any proceeding commenced
by Indemnitee pursuant to Section 11 of this Agreement relating thereto.

         (b)      The indemnification and advance of Expenses provided by, or
granted pursuant to, this Agreement shall be binding upon and be enforceable by
the parties hereto and their respective successors and assigns (including any
direct or indirect successor by purchase, merger, consolidation or

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<PAGE>

otherwise to all or substantially all of the business or assets of the Company),
shall continue as to an Indemnitee who has ceased to be a director, trustee,
officer, employee or agent of the Company or of any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
which such person is or was serving at the request of the Company, and shall
inure to the benefit of Indemnitee and his or her spouse, assigns, heirs,
devisees, executors and administrators and other legal representatives.

         (c)      The Company shall require and cause any successor (whether
direct or indirect by purchase, merger, consolidation or otherwise) to all,
substantially all or a substantial part, of the business and/or assets of the
Company, by written agreement in form and substance satisfactory to Indemnitee,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform if no such
succession had taken place.

         Section 17. Severability. If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including, without limitation, each portion of any
section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable that is not itself invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and (b) to the fullest
extent possible, the provisions of this Agreement (including, without
limitation, each portion of any section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall be construed so as to give effect to
the intent manifested thereby.

         Section 18. Exception to Right of Indemnification or Advance of
Expenses. Notwithstanding any other provision of this Agreement, Indemnitee
shall not be entitled to indemnification or advance of Expenses under this
Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the
Proceeding is brought to enforce indemnification under this Agreement or
otherwise or (b) the Company's Bylaws, as amended, the Charter, a resolution of
the stockholders entitled to vote generally in the election of directors or of
the Board of Directors or an agreement approved by the Board of Directors to
which the Company is a party expressly provide otherwise.

         Section 19. Identical Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall for all purposes be deemed to be
an original but all of which together shall constitute one and the same
Agreement. One such counterpart signed by the party against whom enforceability
is sought shall be sufficient to evidence the existence of this Agreement.

         Section 20. Headings. The headings of the paragraphs of this Agreement
are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction thereof.

         Section 21. Modification and Waiver. No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by both
of the parties hereto. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver.

         Section 22. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if (i) delivered by hand and receipted for by the party to whom said
notice or other communication shall have been directed, or (ii) mailed by
certified or registered mail with postage prepaid, on the third business day
after the date on which it is so mailed:

         (a)      If to Indemnitee, to:

                  The address set forth on the signature page hereto

                  With a copy to:

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<PAGE>

                  James J. Hanks, Jr., Esquire
                  Venable, Baetjer and Howard, LLP
                  Suite 1800
                  Two Hopkins Plaza
                  Baltimore, Maryland  21202

         (b)      If to the Company, to:

                  Redwood Trust, Inc.
                  Suite 3100
                  591 Redwood Highway
                  Mill Valley, California  94941
                  Attn:__________________________

                  With a copy to:

                  Phillip R. Pollock, Esquire
                  Tobin & Tobin
                  Eighth Floor
                  500 Sansome Street
                  San Francisco, California  94111

or to such other address as may have been furnished to Indemnitee by the Company
or to the Company by Indemnitee, as the case may be.

         Section 23. Governing Law. The parties agree that this Agreement shall
be governed by, and construed and enforced in accordance with, the laws of the
State of Maryland, without regard to its conflicts of laws rules.

         Section 24. Miscellaneous. Use of the masculine pronoun shall be deemed
to include usage of the feminine pronoun where appropriate.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.

ATTEST:                                          REDWOOD TRUST, INC.

_________________________           By: ___________________________ (SEAL)
                                            Name:
                                            Title:

WITNESS:                                             INDEMNITEE

_________________________               ____________________________
                                            Name:
                                            Address:

                                    EXHIBIT A

                                       8

<PAGE>

                 FORM OF UNDERTAKING TO REPAY EXPENSES ADVANCED

The Board of Directors of Redwood Trust, Inc.

Re: Undertaking to Repay Expenses Advanced

Ladies and Gentlemen:

         This undertaking is being provided pursuant to that certain
Indemnification Agreement dated the ___ day of ______________, 200__, by and
between Redwood Trust, Inc. (the "Company") and the undersigned Indemnitee (the
"Indemnification Agreement"), pursuant to which I am entitled to advance of
expenses in connection with [DESCRIPTION OF PROCEEDING] (the "Proceeding").

         Terms used herein and not otherwise defined shall have the meanings
specified in the Indemnification Agreement.

         I am subject to the Proceeding by reason of my Corporate Status or by
reason of alleged actions or omissions by me in such capacity. I hereby affirm
that at all times, insofar as I was involved as an officer of the Company, in
any of the facts or events giving rise to the Proceeding, I (1) acted in good
faith and honestly, (2) did not receive any improper personal benefit in money,
property or services and (3) in the case of any criminal proceeding, had no
reasonable cause to believe that any act or omission by me was unlawful.

         In consideration of the advance of expenses by the Company for
reasonable attorney's fees and related expenses incurred by me in connection
with the Proceeding (the "Advanced Expenses"), I hereby agree that if, in
connection with the Proceeding, it is established that (1) an act or omission by
me was material to the matter giving rise to the Proceeding and (a) was
committed in bad faith or (b) was the result of active and deliberate dishonesty
or (2) I actually received an improper personal benefit in money, property or
services or (3) in the case of any criminal proceeding, I had reasonable cause
to believe that the act or omission was unlawful, then I shall promptly
reimburse the portion of the Advanced Expenses relating to the claims, issues or
matters in the Proceeding as to which the foregoing findings have been
established and which have not been successfully resolved as described in
Section 7 of the Indemnification Agreement. To the extent that Advanced Expenses
do not relate to a specific claim, issue or matter in the Proceeding, I agree
that such Expenses shall be allocated on a reasonable and proportionate basis.

         IN WITNESS WHEREOF, I have executed this Affirmation and Undertaking on
this ___ day of ____________________, 200__.

WITNESS:

____________________________            _____________________________(SEAL)

                            INDEMNIFICATION AGREEMENT
                                   (DIRECTOR)

         THIS INDEMNIFICATION AGREEMENT is made and entered into this ____ day
of ___________, 2003 ("Agreement"), by and between Redwood Trust, Inc., a
Maryland corporation (the "Company"), and _______________("Indemnitee").

                                        9

<PAGE>

         WHEREAS, at the request of the Company, Indemnitee currently serves as
a director of the Company and may, therefore, be subjected to claims, suits or
proceedings arising as a result of his service; and

         WHEREAS, as an inducement to Indemnitee to continue to serve as such
director, the Company has agreed to indemnify and to advance expenses and costs
incurred by Indemnitee in connection with any such claims, suits or proceedings,
to the fullest extent permitted by law; and

         WHEREAS, the parties by this Agreement desire to set forth their
agreement regarding indemnification and advance of expenses;

         NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:

         Section 25. Definitions. For purposes of this Agreement:

         (a)      "Change in Control" means a change in control of the Company
occurring after the Effective Date of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in
response to any similar item on any similar schedule or form) promulgated under
the Securities Exchange Act of 1934 (the "Act"), whether or not the Company is
then subject to such reporting requirement; provided, however, that, without
limitation, such a Change in Control shall be deemed to have occurred if after
the Effective Date (i) any "person" (as such term is used in Sections 13(d) and
14(d) of the Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Act), directly or indirectly, of securities of the Company
representing 15% or more of the combined voting power of the Company's then
outstanding securities without the prior approval of at least two-thirds of the
members of the Board of Directors in office immediately prior to such person
attaining such percentage interest; (ii) there occurs a proxy contest, or the
Company is a party to a merger, consolidation, sale of assets, plan of
liquidation or other reorganization not approved by at least two-thirds of the
members of the Board of Directors then in office, as a consequence of which
members of the Board of Directors in office immediately prior to such
transaction or event constitute less than a majority of the Board of Directors
thereafter; or (iii) during any period of two consecutive years, other than as a
result of an event described in clause (a)(ii) of this Section 1, individuals
who at the beginning of such period constituted the Board of Directors
(including for this purpose any new director whose election or nomination for
election by the Company's stockholders was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of such period) cease for any reason to constitute at least a majority
of the Board of Directors.

         (b)      "Corporate Status" means the status of a person who is or was
a director, trustee, officer, employee or agent of the Company or of any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise which such person is or was serving at the request of the Company.

         (c)      "Disinterested Director" means a director of the Company who
is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.

         (d)      "Effective Date" means the date set forth in the first
paragraph of this Agreement.

         (e)      "Expenses" shall include all reasonable attorneys' fees,
retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees, and all other disbursements or expenses of the
types customarily incurred in connection with prosecuting, defending, preparing
to prosecute or defend, investigating, or being or preparing to be a witness in
a Proceeding.

         (f)      "Independent Counsel" means a law firm, or a member of a law
firm, selected by the board of directors by vote as set forth in Section 9(b),
that is experienced in matters of corporation law and neither presently is, nor
in the past five years has been, retained to represent: (i) the Company or
Indemnitee in any matter material to either such party, or (ii) any other party
to the Proceeding giving rise

                                       10

<PAGE>

to a claim for indemnification hereunder. Notwithstanding the foregoing, the
term "Independent Counsel" shall not include any person who, under the
applicable standards of professional conduct then prevailing, would have a
conflict of interest in representing either the Company or Indemnitee in an
action to determine Indemnitee's rights under this Agreement.

         (g)      "Proceeding" includes any threatened, pending or completed
action, suit, arbitration, alternate dispute resolution mechanism,
investigation, administrative hearing or any other proceeding, whether civil,
criminal, administrative or investigative (including on appeal), except one (i)
initiated by an Indemnitee pursuant to Section 11 of this Agreement to enforce
his rights under this Agreement or (ii) pending or completed on or before the
Effective Date, unless otherwise specifically agreed in writing by the Company
and Indemnitee.

         Section 26. Services by Indemnitee. Indemnitee will serve as a director
of the Company. However, this Agreement shall not impose any obligation on
Indemnitee or the Company to continue Indemnitee's service to the Company beyond
any period otherwise required by law or by other agreements or commitments of
the parties, if any.

         Section 27. Indemnification - General. The Company shall indemnify, and
advance Expenses to, Indemnitee (a) as provided in this Agreement and (b)
otherwise to the fullest extent permitted by Maryland law in effect on the date
hereof and as amended from time to time; provided, however, that no change in
Maryland law shall have the effect of reducing the benefits available to
Indemnitee hereunder based on Maryland law as in effect on the date hereof. The
rights of Indemnitee provided in this Section 3 shall include, without
limitation, the rights set forth in the other sections of this Agreement,
including any additional indemnification permitted by Section 2-418(g) of the
Maryland General Corporation Law ("MGCL").

         Section 28. Proceedings Other Than Proceedings by or in the Right of
the Company. Indemnitee shall be entitled to the rights of indemnification
provided in this Section 4 if, by reason of his Corporate Status, he is, or is
threatened to be, made a party to or a witness in any threatened, pending, or
completed Proceeding, other than a Proceeding by or in the right of the Company.
Pursuant to this Section 4, Indemnitee shall be indemnified against all
Expenses, judgments, penalties, fines and amounts paid in settlement (provided
the settlement was with the consent of the Company, which shall not be
unreasonably withheld) and all Expenses actually and reasonably incurred by him
or on his behalf in connection with a Proceeding by reason of his Corporate
Status unless it is established that (i) the act or omission of Indemnitee was
material to the matter giving rise to the Proceeding and (a) was committed in
bad faith or (b) was the result of active and deliberate dishonesty, (ii)
Indemnitee actually received an improper personal benefit in money, property or
services, or (iii) in the case of any criminal Proceeding, Indemnitee had
reasonable cause to believe that his conduct was unlawful.

         Section 29. Proceedings by or in the Right of the Company. Indemnitee
shall be entitled to the rights of indemnification provided in this Section 5
if, by reason of his Corporate Status, he is, or is threatened to be, made a
party to or a witness in any threatened, pending or completed Proceeding brought
by or in the right of the Company to procure a judgment in its favor. Pursuant
to this Section 5, Indemnitee shall be indemnified against all amounts paid in
settlement and all Expenses actually and reasonably incurred by him or on his
behalf in connection with such Proceeding unless it is established that (i) the
act or omission of Indemnitee was material to the matter giving rise to such a
Proceeding and (a) was committed in bad faith or (b) was the result of active
and deliberate dishonesty or (ii) Indemnitee actually received an improper
personal benefit in money, property or services.

         Section 30. Court-Ordered Indemnification. Notwithstanding any other
provision of this Agreement, a court of appropriate jurisdiction, upon
application of a director and such notice as the court shall require, may order
indemnification in the following circumstances:

         (a)      if it determines a director is entitled to reimbursement under
Section 2-418(d)(1) of the MGCL, the court shall order indemnification, in which
case the director shall be entitled to recover the expenses of securing such
reimbursement; or

                                       11

<PAGE>

         (b)      if it determines that the director is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances, whether
or not the director (i) has met the standards of conduct set forth in Section
2-418(b) of the MGCL or (ii) has been adjudged liable for receipt of an improper
personal benefit under Section 2-418(c) of the MGCL, the court may order such
indemnification as the court shall deem proper. However, indemnification with
respect to any Proceeding by or in the right of the Company or in which
liability shall have been adjudged in the circumstances described in Section
2-418(c) of the MGCL shall be limited to Expenses.

         Section 31. Indemnification for Expenses of a Party Who is Wholly or
Partly Successful. Notwithstanding any other provision of this Agreement, and
without limiting any such provision, to the extent that Indemnitee is, by reason
of his Corporate Status, made a party to and is successful, on the merits or
otherwise, in the defense of any Proceeding, he shall be indemnified for all
Expenses actually and reasonably incurred by him or on his behalf in connection
therewith. If Indemnitee is not wholly successful in such Proceeding but is
successful, on the merits or otherwise, as to one or more but less than all
claims, issues or matters in such Proceeding, the Company shall indemnify
Indemnitee under this Section 7 for all Expenses actually and reasonably
incurred by him or on his behalf in connection with each successfully resolved
claim, issue or matter. For purposes of this Section and without limitation, the
termination of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to such
claim, issue or matter.

         Section 32. Advance of Expenses. The Company shall advance all
reasonable Expenses incurred by or on behalf of Indemnitee in connection with
any Proceeding to which Indemnitee is, or is threatened to be, made a party or a
witness, within ten days after the receipt by the Company of a statement or
statements from Indemnitee requesting such advance or advances from time to
time, whether prior to or after final disposition of such Proceeding. Such
statement or statements shall reasonably evidence the Expenses incurred by
Indemnitee and shall include or be preceded or accompanied by a written
affirmation by Indemnitee of Indemnitee's good faith belief that the standard of
conduct necessary for indemnification by the Company as authorized by law and by
this Agreement has been met and a written undertaking by or on behalf of
Indemnitee, in substantially the form attached hereto as Exhibit A or in such
form as may be required under applicable law as in effect at the time of the
execution thereof, to reimburse the portion of any Expenses advanced to
Indemnitee relating to claims, issues or matters in the Proceeding as to which
it shall ultimately be established that the standard of conduct has not been met
and which have not been successfully resolved as described in Section 7. To the
extent that Expenses advanced to Indemnitee do not relate to a specific claim,
issue or matter in the Proceeding, such Expenses shall be allocated on a
reasonable and proportionate basis. The undertaking required by this Section 8
shall be an unlimited general obligation by or on behalf of Indemnitee and shall
be accepted without reference to Indemnitee's financial ability to repay such
advanced Expenses and without any requirement to post security therefor.

         Section 33. Procedure for Determination of Entitlement to
Indemnification.

         (a)      To obtain indemnification under this Agreement, Indemnitee
shall submit to the Company a written request, including therein or therewith
such documentation and information as is reasonably available to Indemnitee and
is reasonably necessary to determine whether and to what extent Indemnitee is
entitled to indemnification. The Secretary of the Company shall, promptly upon
receipt of such a request for indemnification, advise the Board of Directors in
writing that Indemnitee has requested indemnification.

         (b)      Upon written request by Indemnitee for indemnification
pursuant to the first sentence of Section 9(a) hereof, a determination, if
required by applicable law, with respect to Indemnitee's entitlement thereto
shall promptly be made in the specific case: (i) if a Change in Control shall
have occurred, by Independent Counsel in a written opinion to the Board of
Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change
of Control shall not have occurred, (A) by the Board of Directors (or a duly
authorized committee thereof) by a majority vote of a quorum consisting of
Disinterested Directors (as herein defined), or (B) if a quorum of the Board of
Directors consisting of Disinterested Directors is not obtainable or, even if
obtainable, such quorum of Disinterested Directors so directs, by Independent
Counsel in a written opinion to the Board of Directors, a copy of which shall be
delivered to Indemnitee, or (C) if so directed by a majority of the members of
the Board of Directors, by

                                       12

<PAGE>

the stockholders of the Company; and, if it is so determined that Indemnitee is
entitled to indemnification, payment to Indemnitee shall be made within ten days
after such determination. Indemnitee shall cooperate with the person, persons or
entity making such determination with respect to Indemnitee's entitlement to
indemnification, including providing to such person, persons or entity upon
reasonable advance request any documentation or information which is not
privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such determination. Any
costs or Expenses (including reasonable attorneys' fees and disbursements)
incurred by Indemnitee in so cooperating with the person, persons or entity
making such determination shall be borne by the Company (irrespective of the
determination as to Indemnitee's entitlement to indemnification) and the Company
hereby agrees to indemnify and hold Indemnitee harmless therefrom.

         (c) At the conclusion of any Proceeding during which Expenses were
advanced to Indemnitee by the Company, Indemnitee may submit to the Company a
written request for a confirmation in writing from the Company that Indemnitee
is entitled to indemnification for such Expenses and that no reimbursement of
such Expenses pursuant to the undertaking furnished by Indemnitee will be
required. A determination, if required by applicable law, with respect to
Indemnitee's written request shall promptly be made in accordance with Section
9(b) hereof.

         Section 34. Presumptions and Effect of Certain Proceedings.

         (a)      In making a determination with respect to entitlement to
indemnification hereunder, the person or persons or entity making such
determination shall presume that Indemnitee is entitled to indemnification under
this Agreement if Indemnitee has submitted a request for indemnification in
accordance with Section 9(a) of this Agreement, and the Company shall have the
burden of proof to overcome that presumption in connection with the making of
any determination contrary to that presumption.

         (b)      The termination of any Proceeding by judgment, order,
settlement, conviction, a plea of nolo contendere or its equivalent, or an entry
of an order of probation prior to judgment, does not create a presumption that
Indemnitee did not meet the requisite standard of conduct described herein for
indemnification.

         Section 35. Remedies of Indemnitee.

         (a)      If (i) a determination is made pursuant to Section 9 of this
Agreement that Indemnitee is not entitled to indemnification under this
Agreement, (ii) advance of Expenses is not timely made pursuant to Section 8 of
this Agreement, (iii) no determination of entitlement to indemnification shall
have been made pursuant to Section 9(b) of this Agreement within 60 days after
receipt by the Company of the request for indemnification, (iv) payment of
indemnification is not made pursuant to Section 7 of this Agreement within ten
days after receipt by the Company of a written request therefor, or (v) payment
of indemnification is not made within ten days after a determination has been
made that Indemnitee is entitled to indemnification, Indemnitee shall be
entitled to an adjudication in an appropriate court of the State of Maryland, or
in any other court of competent jurisdiction, of his entitlement to such
indemnification or advance of Expenses. Alternatively, Indemnitee, at his
option, may seek an award in arbitration to be conducted by a single arbitrator
pursuant to the commercial Arbitration Rules of the American Arbitration
Association. Indemnitee shall commence such proceeding seeking an adjudication
or an award in arbitration within 180 days following the date on which
Indemnitee first has the right to commence such proceeding pursuant to this
Section 11(a); provided, however, that the foregoing clause shall not apply in
respect of a proceeding brought by Indemnitee to enforce his rights under
Section 7 of this Agreement.

         (b)      In any judicial proceeding or arbitration commenced pursuant
to this Section 11 the Company shall have the burden of proving that Indemnitee
is not entitled to indemnification or advance of Expenses, as the case may be.

         (c)      If a determination shall have been made pursuant to Section
9(b) of this Agreement that Indemnitee is entitled to indemnification, the
Company shall be bound by such determination in any

                                       13

<PAGE>

judicial proceeding or arbitration commenced pursuant to this Section 11, absent
a misstatement by Indemnitee of a material fact, or an omission of a material
fact necessary to make Indemnitee's statement not materially misleading, in
connection with the request for indemnification.

         (d)      In the event that Indemnitee, pursuant to this Section 11,
seeks a judicial adjudication of or an award in arbitration to enforce his
rights under, or to recover damages for breach of, this Agreement, Indemnitee
shall be entitled to recover from the Company, and shall be indemnified by the
Company for, any and all Expenses actually and reasonably incurred by him in
such judicial adjudication or arbitration. If it shall be determined in such
judicial adjudication or arbitration that Indemnitee is entitled to receive part
but not all of the indemnification or advance of Expenses sought, the Expenses
incurred by Indemnitee in connection with such judicial adjudication or
arbitration shall be appropriately prorated.

         Section 36. Defense of the Underlying Proceeding.

         (a)      Indemnitee shall notify the Company promptly upon being served
with or receiving any summons, citation, subpoena, complaint, indictment,
information, notice, request or other document relating to any Proceeding which
may result in the right to indemnification or the advance of Expenses hereunder;
provided, however, that the failure to give any such notice shall not disqualify
Indemnitee from the right, or otherwise affect in any manner any right of
Indemnitee, to indemnification or the advance of Expenses under this Agreement
unless the Company's ability to defend in such Proceeding or to obtain proceeds
under any insurance policy is materially and adversely prejudiced thereby, and
then only to the extent the Company is thereby actually so prejudiced.

         (b)      Subject to the provisions of the last sentence of this Section
12(b) and of Section 12(c) below, the Company shall have the right to defend
Indemnitee in any Proceeding which may give rise to indemnification hereunder;
provided, however, that the Company shall notify Indemnitee of any such decision
to defend within 15 calendar days following receipt of notice of any such
Proceeding under Section 12(a) above. The Company shall not, without the prior
written consent of Indemnitee, which shall not be unreasonably withheld or
delayed, consent to the entry of any judgment against Indemnitee or enter into
any settlement or compromise which (i) includes an admission of fault of
Indemnitee or (ii) does not include, as an unconditional term thereof, the full
release of Indemnitee from all liability in respect of such Proceeding, which
release shall be in form and substance reasonably satisfactory to Indemnitee.
This Section 12(b) shall not apply to a Proceeding brought by Indemnitee under
Section 11 above or Section 18 below.

         (c)      Notwithstanding the provisions of Section 12(b) above, if in a
Proceeding to which Indemnitee is a party by reason of Indemnitee's Corporate
Status, (i) Indemnitee reasonably concludes, based upon an opinion of
Independent Counsel, that he may have separate defenses or counterclaims to
assert with respect to any issue which may not be consistent with other
defendants in such Proceeding, (ii) Indemnitee reasonably concludes, based upon
an opinion of Independent Counsel, that an actual or apparent conflict of
interest or potential conflict of interest exists between Indemnitee and the
Company, or (iii) if the Company fails to assume the defense of such Proceeding
in a timely manner, Indemnitee shall be entitled to be represented by separate
legal counsel of Indemnitee's choice, subject to the prior approval of the
Company, which shall not be unreasonably withheld, at the expense of the
Company. In addition, if the Company fails to comply with any of its obligations
under this Agreement or in the event that the Company or any other person takes
any action to declare this Agreement void or unenforceable, or institutes any
Proceeding to deny or to recover from Indemnitee the benefits intended to be
provided to Indemnitee hereunder, Indemnitee shall have the right to retain
counsel of Indemnitee's choice, subject to the prior approval of the Company,
which shall not be unreasonably withheld, at the expense of the Company (subject
to Section 11(d)), to represent Indemnitee in connection with any such matter.

         Section 37. Non-Exclusivity; Survival of Rights; Insurance;
Subrogation.

         (a)      The rights of indemnification and advance of Expenses as
provided by this Agreement shall not be deemed exclusive of any other rights to
which Indemnitee may at any time be entitled under applicable law, the Charter
or Bylaws of the Company, any agreement or a resolution of the stockholders
entitled to vote generally in the election of directors or of the Board of
Directors, or

                                       14

<PAGE>

otherwise. No amendment, alteration or repeal of this Agreement or of any
provision hereof shall limit or restrict any right of Indemnitee under this
Agreement in respect of any action taken or omitted by such Indemnitee in his
Corporate Status prior to such amendment, alteration or repeal.

         (b)      In the event of any payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of
recovery of Indemnitee, who shall execute all papers required and take all
action necessary to secure such rights, including execution of such documents as
are necessary to enable the Company to bring suit to enforce such rights.

         (c)      The Company shall not be liable under this Agreement to make
any payment of amounts otherwise indemnifiable hereunder if and to the extent
that Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.

         Section 38. Insurance. The Company will use its reasonable best efforts
to acquire directors and officers liability insurance, on terms and conditions
deemed appropriate by the Board of Directors of the Company, with the advice of
counsel, covering Indemnitee or any claim made against Indemnitee for service as
a director or officer of the Company and covering the Company for any
indemnification or advance of expenses made by the Company to Indemnitee for any
claims made against Indemnitee for service as a director or officer of the
Company. Subject to the limitations otherwise applicable to the obligations of
the Company to make payments hereunder, the Company shall indemnify Indemnitee
for any payment by Indemnitee arising out of the amount of any deductible or
retention and the amount of any excess of the aggregate of all judgments,
penalties, fines, settlements and reasonable expenses incurred by Indemnitee in
connection with a Proceeding over the coverage of any insurance referred to in
the previous sentence.

         Section 39. Indemnification for Expenses of a Witness. Notwithstanding
any other provision of this Agreement, to the extent that Indemnitee is, by
reason of his Corporate Status, a witness in any Proceeding, whether instituted
by the Company or any other party, and to which Indemnitee is not a party, he
shall be advanced all reasonable Expenses and indemnified against all Expenses
actually and reasonably incurred by him or on his behalf in connection
therewith.

         Section 40. Duration of Agreement; Binding Effect.

         (a)      This Agreement shall continue until and terminate ten years
after the date that Indemnitee shall have ceased to serve as a director,
trustee, officer, employee, or agent of the Company or of any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
which Indemnitee served at the request of the Company; provided, that the rights
of Indemnitee hereunder shall continue until the final termination of any
Proceeding then pending in respect of which Indemnitee is granted rights of
indemnification or advance of Expenses hereunder and of any proceeding commenced
by Indemnitee pursuant to Section 11 of this Agreement relating thereto.

         (b)      The indemnification and advance of Expenses provided by, or
granted pursuant to, this Agreement shall be binding upon and be enforceable by
the parties hereto and their respective successors and assigns (including any
direct or indirect successor by purchase, merger, consolidation or otherwise to
all or substantially all of the business or assets of the Company), shall
continue as to an Indemnitee who has ceased to be a director, trustee, officer,
employee or agent of the Company or of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise which such person is
or was serving at the request of the Company, and shall inure to the benefit of
Indemnitee and his or her spouse, assigns, heirs, devisees, executors and
administrators and other legal representatives.

         (c)      The Company shall require and cause any successor (whether
direct or indirect by purchase, merger, consolidation or otherwise) to all,
substantially all or a substantial part, of the business and/or assets of the
Company, by written agreement in form and substance satisfactory to Indemnitee,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform if no such
succession had taken place.

                                       15

<PAGE>

         Section 41. Severability. If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including, without limitation, each portion of any
section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable that is not itself invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and (b) to the fullest
extent possible, the provisions of this Agreement (including, without
limitation, each portion of any section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall be construed so as to give effect to
the intent manifested thereby.

         Section 42. Exception to Right of Indemnification or Advance of
Expenses. Notwithstanding any other provision of this Agreement, Indemnitee
shall not be entitled to indemnification or advance of Expenses under this
Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the
Proceeding is brought to enforce indemnification under this Agreement or
otherwise or (b) the Company's Bylaws, as amended, the Charter, a resolution of
the stockholders entitled to vote generally in the election of directors or of
the Board of Directors or an agreement approved by the Board of Directors to
which the Company is a party expressly provide otherwise.

         Section 43. Identical Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall for all purposes be deemed to be
an original but all of which together shall constitute one and the same
Agreement. One such counterpart signed by the party against whom enforceability
is sought shall be sufficient to evidence the existence of this Agreement.

         Section 44. Headings. The headings of the paragraphs of this Agreement
are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction thereof.

         Section 45. Modification and Waiver. No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by both
of the parties hereto. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver.

         Section 46. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if (i) delivered by hand and receipted for by the party to whom said
notice or other communication shall have been directed, or (ii) mailed by
certified or registered mail with postage prepaid, on the third business day
after the date on which it is so mailed:

         (a)      If to Indemnitee, to:

                  The address set forth on the signature page hereto

                  With a copy to:

                  James J. Hanks, Jr., Esquire
                  Venable, Baetjer and Howard, LLP
                  Suite 1800
                  Two Hopkins Plaza
                  Baltimore, Maryland 21202

         (b)      If to the Company, to:

                  Redwood Trust, Inc.
                  Suite 3100
                  591 Redwood Highway
                  Mill Valley, California 94941
                  Attn:________________________

                                       16

<PAGE>

                  With a copy to:

                  Phillip R. Pollock, Esquire
                  Tobin & Tobin
                  Eighth Floor
                  500 Sansome Street
                  San Francisco, California 94111

or to such other address as may have been furnished to Indemnitee by the Company
or to the Company by Indemnitee, as the case may be.

         Section 47. Governing Law. The parties agree that this Agreement shall
be governed by, and construed and enforced in accordance with, the laws of the
State of Maryland, without regard to its conflicts of laws rules.

         Section 48. Miscellaneous. Use of the masculine pronoun shall be deemed
to include usage of the feminine pronoun where appropriate.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.

ATTEST:                                 REDWOOD TRUST, INC.

_________________________               By:  ___________________________ (SEAL)
                                                  Name:
                                                  Title:

WITNESS:                                             INDEMNITEE

_________________________               ________________________________
                                                  Name:
                                                  Address:

                                       17

<PAGE>

                                    EXHIBIT A

                 FORM OF UNDERTAKING TO REPAY EXPENSES ADVANCED

The Board of Directors of Redwood Trust, Inc.

Re: Undertaking to Repay Expenses Advanced

Ladies and Gentlemen:

         This undertaking is being provided pursuant to that certain
Indemnification Agreement dated the ___ day of ______________, 200__, by and
between Redwood Trust, Inc. (the "Company") and the undersigned Indemnitee (the
"Indemnification Agreement"), pursuant to which I am entitled to advance of
expenses in connection with [DESCRIPTION OF PROCEEDING] (the "Proceeding").

         Terms used herein and not otherwise defined shall have the meanings
specified in the Indemnification Agreement.

         I am subject to the Proceeding by reason of my Corporate Status or by
reason of alleged actions or omissions by me in such capacity. I hereby affirm
that at all times, insofar as I was involved as a director of the Company, in
any of the facts or events giving rise to the Proceeding, I (1) acted in good
faith and honestly, (2) did not receive any improper personal benefit in money,
property or services and (3) in the case of any criminal proceeding, had no
reasonable cause to believe that any act or omission by me was unlawful.

         In consideration of the advance of expenses by the Company for
reasonable attorney's fees and related expenses incurred by me in connection
with the Proceeding (the "Advanced Expenses"), I hereby agree that if, in
connection with the Proceeding, it is established that (1) an act or omission by
me was material to the matter giving rise to the Proceeding and (a) was
committed in bad faith or (b) was the result of active and deliberate dishonesty
or (2) I actually received an improper personal benefit in money, property or
services or (3) in the case of any criminal proceeding, I had reasonable cause
to believe that the act or omission was unlawful, then I shall promptly
reimburse the portion of the Advanced Expenses relating to the claims, issues or
matters in the Proceeding as to which the foregoing findings have been
established and which have not been successfully resolved as described in
Section 7 of the Indemnification Agreement. To the extent that Advanced Expenses
do not relate to a specific claim, issue or matter in the Proceeding, I agree
that such Expenses shall be allocated on a reasonable and proportionate basis.

         IN WITNESS WHEREOF, I have executed this Affirmation and Undertaking on
this ___ day of ____________________, 200__.

WITNESS:

____________________________            _____________________________(SEAL)

</TEXT>
</DOCUMENT>
