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                                                                    EXHIBIT 10.5


                                AMENDMENT NO. 1
                                       TO
                    EMPLOYMENT AND NON-COMPETITION AGREEMENT

     THIS AMENDMENT NO. 1 to that certain Employment and Non-Competition 
Agreement, dated January 29, 1998 and effective January 1, 1998 (the 
"Employment Agreement") is made and entered into as of January 13, 1999 by and 
between BNC Mortgage, Inc., a Delaware corporation (the "Corporation"), and 
Kelly W. Monahan, an individual (the "Executive").

                                  WITNESSETH:

     WHEREAS, the Board of Directors and the Compensation Committee of the 
Board have heretofore approved certain modifications to the Executive's 
compensation arrangements;

     WHEREAS, Section 24 of the Employment Agreement states that no change, 
alteration or modification may be made except in a writing signed by each of 
the parties thereto;

     WHEREAS, the Executive desires to accept such modifications to his 
Employment Agreement.

     NOW, THEREFORE, the Corporation and the Executive, each intending to be 
legally bound, hereby mutually covenant and agree as follows:

     Terms not defined herein shall have the respective meanings as set forth 
in the Employment Agreement.

     1.   AMENDMENT TO BASE SALARY.

     The first sentence of Section 3(a) of the Employment Agreement shall be 
deleted in its entirety and replaced with the following:

     "Base Salary - For services performed by the Executive for the Corporation 
pursuant to this Agreement during his Term, the Corporation shall pay the 
Executive a base salary ("Base Salary") at the rate of $275,000 per year, 
payable twice each month in the amount of $11,458.34 on the 15th day and the 
last day of each month, or in accordance with the Corporation's regular payroll 
practices."



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     2.   STOCK APPRECIATION BONUS.

          A new Section 3(e) shall be added to read in full as follows:

          "(e) Stock Appreciation Bonus -- In additional to the Unconditional 
          Semi-Annual Bonus and the Performance-Based Annual Bonus for 1999, 
          Executive shall receive a non-discretionary bonus of that amount in 
          cash equal in value to the excess of the closing sale price of the 
          Corporation's Common Stock on December 31, 1999 as reported in the 
          Western Edition of the Wall Street Journal Composite Tape of one 
          share of Common Stock of the Corporation over $5.75 multiplied by 
          20,000. Such bonus, if any, shall be paid no later than January 15, 
          2000.

     3.   OBLIGATIONS OF THE CORPORATION UPON TERMINATION.

          A.   Section 9(b) entitled "Without Cause or for Good Reason" shall 
be amended to include the following as subsection (iv) to be inserted 
immediately following subsection (iii) and to read in full as follows"

          "(iv) be obligated to pay Executive the stock appreciation bonus, if 
          any, referred in Section 3(e) on the date such bonus is due in 
          accordance with its terms."

          B.   The former subsection (iv) of Section 9(b) is hereby renumbered 
as subsection (v).

     4.   MISCELLANEOUS.

     Sections 17 through 25 of the Employment Agreement are incorporated herein
by reference.

     All remaining terms and conditions not subject to this Amendment no. 1 are
remain in full force and effect without any further modification.


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     If the foregoing is in accordance with your understanding of our 
agreement, kindly sign and return this Amendment No. 1, whereupon it will 
become the binding agreement between the Corporation and you in accordance with 
its terms.


                                   Very truly yours,

                                   BNC Mortgage, Inc.




Dated: January 29, 1999            By: /s/ Evan R. Buckley
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                                      Name:  Evan R. Buckley
                                      Title: Chairman



     The Agreement is hereby confirmed and accepted as of the date first above 
written.


                                   Kelly W. Monahan

Dated: January 29, 1999            /s/ Kelly W. Monahan
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