Second Amendment to Lease Agreement


     This   Second   Amendment   to  Lease   Agreement   ("Second
Amendment") is effective as of the 27th day of May, 1997, between
K-P  Plaza  Limited  Partnership,  a  Texas  limited  partnership
("Landlord"),   and   AMRESCO,  Inc.,  a   Delaware   corporation
("Tenant").

                     W I T N E S S E T H :

     WHEREAS,   Landlord  and Tenant entered  into  that  certain
Office Lease Agreement dated February 9, 1996, as amended by that
certain  First  Amendment to Office Lease  dated  July  17,  1996
("First  Amendment") (such Office Lease Agreement, as amended  by
the  First  Amendment, is hereafter referred to as the  "Lease"),
covering  approximately  130,606 rentable  square  feet  of  area
("Original  Premises") located on the entire  17th,  22nd,  23rd,
24th,  and  25th  floors  and part of  the  16th  floor  as  more
particularly described in the Lease and commonly referred  to  as
Suite  2500  in  the office building located at 700  North  Pearl
Street (the "Building") within the development commonly known  as
the  Plaza of the Americas situated on Blocks 257 and 258 in  the
City of Dallas, Texas;

     WHEREAS, the Lease expires on October 31, 2006; and

     WHEREAS,  Landlord and Tenant desire to amend the Lease  to,
among  other things, temporarily expand the Original Premises  by
an  additional  3,858 rentable square feet of area  on  the  16th
floor  of  the  Building as shown on EXHIBIT "A" to  this  Second
Amendment ("Temporary Premises"), all as more fully set forth  in
this Second Amendment;

     NOW,  THEREFORE,  for good and valuable  consideration,  the
receipt   and  sufficiency  of  which  are  hereby  acknowledged,
Landlord and Tenant hereby agree to amend the Lease as follows:

1.   Definitions.  Unless otherwise defined, all defined terms in
this Second Amendment have the same meaning as in the Lease.

2.    Premises.   Beginning on May 27, 1997, and continuing  only
until  and including December 31, 1997, the Premises as described
in the Basic Office Lease Information incorporated into the Lease
will  increase by 3,858 rentable square feet of area so that  the
Premises  will  total 134,464 rentable square  feet  of  area  as
depicted on Exhibit "A" to this Second Amendment.  From and after
January  1,  1998,  the  Premises will  revert  to  the  Original
Premises,  and Tenant shall have no further right to  occupy  the
Temporary  Premises.   If Tenant fails to  vacate  the  Temporary
Premises  by December 31, 1997, then Tenant shall be a tenant  at
will  with  respect to the Temporary Premises, and the provisions
of  Section 22 of the Lease entitled "Holding Over" will apply to
Tenant's occupancy of the Temporary Premises.

3.    Term.   The  Term  of the Lease remains unchanged  by  this
Second Amendment.

4.    Basic  Rental.   Beginning on May 27, 1997, and  continuing
only  until  and  including December 31, 1997, Tenant  shall  pay
Landlord  Basic Rental for the Temporary Premises in  the  manner
provided in Section 4.a of the Lease at the annual rate of $14.50
per  rentable  square foot of area within the Temporary  Premises
(i.  e.,  $4,661.75 per month).  Beginning on May 27,  1997,  and
continuing only until and including December 31, 1997, Tenant, in
addition  to the Basic Rental set forth above, shall pay Landlord
in  the  manner provided for in the Lease all other  amounts  due
under  the Lease applicable to the Temporary Premises, including,
without  limitation, the amounts set forth in Section  4.c,  4.d,
and  4.e  of the Lease.  Nothing in this Second Amendment affects
the payment of Basic Rental or other sums due under the Lease for
the  Original Premises, the payment of which is governed  by  the
terms of the Lease.

5.    Tenant  Improvements; As is.  Tenant agrees to  accept  the
Temporary  Premises in its "as is" condition as of  the  date  of
this Second Amendment without any representation or warranty from
Landlord with respect to its condition or its suitability for any
particular purpose.  Landlord has no obligation to construct  any
tenant improvements within the Temporary Premises, and any tenant
improvements constructed therein by Tenant will be subject to all
terms and provisions of the Lease, including, without limitation,
the provisions of Section 8 thereof.

6.   Brokerage.  Tenant warrants that it has had no dealings with
any  broker  or  agent  in  connection with  the  negotiation  or
execution  of the Lease or this Second Amendment other than  with
Prentiss  Properties Limited, Inc., and both Landlord and  Tenant
agree  to indemnify each other and hold each other harmless  from
and  against  any  and  all  costs (including  investigation  and
defense  costs)  and  expenses, claims for commissions  or  other
payments  by  any broker or agent who alleges to  have  performed
services on behalf of the indemnifying party.

7.    Management  Company.   Tenant  acknowledges  that  Prentiss
Properties Limited, Inc. is the Building's management and leasing
agent.

8.    Authority.   Each individual signing below represents  that
he/she  has  been  duly authorized to execute  and  deliver  this
Second  Amendment and that same shall be binding on Landlord  and
Tenant (as applicable) on whose behalf he/she is signing.

9.    Entire Agreement.  This Second Amendment, together with the
provisions of the Lease, embody the entire agreement between  the
parties  with respect to the subject matter hereof and cannot  be
varied except by written agreement of the parties.

10.   Successors  and  Assigns.  All  of  the  terms,  covenants,
provisions,  and conditions of this Second Amendment  are  hereby
made binding on the executors, heirs, administrators, successors,
and permitted assigns of both parties hereto.

11.  Headings.  The captions used in connection with the sections
of  this Second Amendment are for convenience only and shall  not
be  deemed  to construe or limit the meaning of the  language  of
this Second Amendment.

12.   Conflict.   In  the  event  of  any  conflict  between  the
provisions  of  this Second Amendment and the provisions  of  the
Lease,  the  provisions of this Second Amendment will govern  and
control.

13.   Lease.   As  amended  hereby, the  Lease  will  govern  the
Temporary Premises and will continue in full force and effect and
is ratified and confirmed by Landlord and Tenant.  From and after
the date of this Second Amendment, the term "Lease", when used in
the Lease, will mean the Lease, as further amended by this Second
Amendment.

14.   Counterparts.   This Second Amendment may  be  executed  in
multiple  counterparts and signature pages from  any  counterpart
may be appended to any other counterpart.  All counterparts shall
constitute a single, unified instrument.

     Witness the Execution Hereof, effective as of the date first
set forth above.

                              AMRESCO, Inc., a Delaware corporation


                              By:

                              Title:


                              K-P Plaza Limited Partnership,
                              a Texas limited partnership

                              By:  K-P Plaza Dallas, Inc.,
                                   its general partner


                                   By:

                                   Title: