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                                                                EXHIBIT 10(a)(d)


                                        AMRESCO, INC,
                        1995 STOCK OPTION AND AWARD PLAN
                            AS AMENDED AND RESTATED


ARTICLE 1.       ESTABLISHMENT, PURPOSE AND DURATION

         1.1     Establishment of the Plan.  AMRESCO, INC., a Delaware
corporation (hereinafter referred to as "AMRESCO"), hereby establishes a stock
option and award plan to be known as the "AMRESCO, INC. 1995 Stock Option and
Award Plan" (the "Plan"), as set forth in this document.  The Plan permits the
grant of Nonqualified Stock Options, Incentive Stock Options, Performance
Shares and Restricted Stock.

         The effective date of the Plan is February 17, 1995 (the "Effective
Date") and the Plan shall remain in effect as provided in Section 1.3.

         1.2     Purpose of the Plan.  The purpose of the Plan is to secure for
AMRESCO and its stockholders the benefits of the incentive inherent in stock
ownership in AMRESCO by key employees, directors and other persons who are
largely responsible for its future growth and continued success.  The Plan
promotes the success and enhances the value of AMRESCO by linking the personal
interests of Participants to those of AMRESCO's stockholders, and by providing
Participants with an incentive for outstanding performance.

         The Plan is further intended to provide flexibility to AMRESCO in its
ability to motivate, attract and retain the services of Participants upon whose
judgment, interest and special effort the successful conduct of its operation
largely depends.

         1.3     Duration of the Plan.  The Plan shall commence on the
Effective Date and shall remain in effect, subject to the right of the Board of
Directors to amend or terminate the Plan at any time pursuant to Article 13,
until the day prior to the tenth (10th) anniversary of the Effective Date.

ARTICLE 2.       DEFINITIONS

         Whenever used herein, the following terms shall have the meanings set
forth below and, when the meaning is intended, the initial letter of the word
is capitalized:

         (a)     "AWARD" means, individually or collectively, a grant under
this Plan of Nonqualified Stock Options, Incentive Stock Options, Performance
Shares or Restricted Stock.

         (b)     "AWARD AGREEMENT" means an agreement entered into by each
Participant and AMRESCO, setting forth the terms and provisions applicable to
Awards granted to Participants hereunder.

         (c)     "BENEFICIAL OWNER" or "BENEFICIAL OWNERSHIP" shall have the
meaning ascribed to such term in Rule 13d-3 of the General Rules and
Regulations under the Exchange Act.

         (d)     "BOARD" or "BOARD OF DIRECTORS" means the board of directors of
AMRESCO.
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         (e)     "CAUSE" means: (i) willful misconduct on the part of a
Participant that is materially detrimental to AMRESCO; or (ii) the indictment
of a Participant for the commission of a felony.  The existence of "Cause"
under either (i) or (ii) shall be determined by the Committee.  Notwithstanding
the foregoing, if the Participant has entered into an employment agreement that
is binding as of the date of employment termination, and if such employment
agreement defines "Cause" and/or provides a means of determining whether
"Cause" exists, the definition of "Cause" and the means of determining whether
"Cause" exists provided for in the employment agreement shall apply to the
Participant for purposes hereof.

         (f)     "CHANGE IN CONTROL" shall be deemed to have occurred if:

                 (i)      An acquisition by any Person of Beneficial Ownership
         of the Shares then outstanding ("AMRESCO Common Stock Outstanding") or
         the voting securities of AMRESCO then outstanding entitled to vote
         generally in the election of directors ("AMRESCO Voting Securities
         Outstanding"); provided such acquisition of Beneficial Ownership would
         result in the Person's beneficially owning (within the meaning of Rule
         13d-3 promulgated under the Exchange Act) twenty-five percent (25%) or
         more of AMRESCO Common Stock Outstanding or twenty-five percent (25%)
         or more of the combined voting power of AMRESCO Voting Securities
         Outstanding; and provided further, that immediately prior to such
         acquisition such Person was not a direct or indirect Beneficial Owner
         of twenty-five percent (25%) or more of AMRESCO Common Stock
         Outstanding or twenty-five percent (25%) or more of the combined
         voting power of AMRESCO Voting Securities Outstanding, as the case may
         be; or

                 (ii)     The approval of the stockholders of AMRESCO of a
         reorganization, merger, consolidation, complete liquidation or
         dissolution of AMRESCO, the sale or disposition of all or
         substantially all of the assets of AMRESCO or similar corporate
         transaction (in each case referred to in this Section 2(f) as a
         "Corporate Transaction") or, if consummation of such Corporate
         Transaction is subject, at the time of such approval by stockholders,
         to the consent of any government or governmental agency, the obtaining
         of such consent (either explicitly or implicitly); or

                 (iii)    A change in the composition of the Board such that
         the individuals who, as of the Effective Date, constitute the Board
         (such Board shall be hereinafter referred to as the "Incumbent Board")
         cease for any reason to constitute at least a majority of the Board;
         provided, however, for purposes of this Section 2(f), that any
         individual who becomes a member of the Board subsequent to the
         Effective Date whose election, or nomination for election by AMRESCO's
         stockholders, was approved by a vote of at least a majority of those
         individuals who are members of the Board and who were also members of
         the Incumbent Board (or deemed to be such pursuant to this proviso)
         shall be considered as though such individual were a member of the
         Incumbent Board; but, provided, further, that any such individual
         whose initial assumption of office occurs as a result of either an
         actual or threatened election contest (as such terms are used in Rule
         14a-11 of Regulation 14A promulgated under the Exchange Act, including
         any successor to such Rule) or other actual or threatened solicitation
         of proxies or consents by or on behalf of a Person other than the
         Board shall not be so considered as a member of the Incumbent Board.

Notwithstanding the provisions set forth in subparagraphs (i) and (ii) of this
Section 2(f), the following shall not constitute a Change in Control for
purposes hereof:  (1) any acquisition of shares of common





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stock of AMRESCO by, or consummation of a Corporate Transaction with, any
Subsidiary or an employee benefit plan (or related trust) sponsored or
maintained by AMRESCO or an affiliate; or (2) any acquisition of shares of
common stock of AMRESCO, or consummation of a Corporate Transaction, following
which more than fifty percent (50%) of the shares of common stock then
outstanding of the corporation resulting from such acquisition or Corporate
Transaction and more than fifty percent (50%) of the combined voting power of
the voting securities then outstanding of such corporation entitled to vote
generally in the election of directors, is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities who
were Beneficial Owners of AMRESCO Common Stock Outstanding and AMRESCO Voting
Securities Outstanding, respectively, immediately prior to such acquisition or
Corporate Transaction in substantially the same proportions as their ownership,
immediately prior to such acquisition or Corporate Transaction, of AMRESCO
Common Stock Outstanding and AMRESCO Voting Securities Outstanding, as the case
may be.

         (g)     "CODE" means the Internal Revenue Code of 1986, as amended
from time to time.

         (h)     "COMMITTEE" means the committee appointed by the Board to
administer the Plan with respect to grants of Awards, as specified in Article
3.

         (i)     "DIRECTOR" means any individual who is a member of the Board of
Directors.

         (j)     "DISABILITY" shall have the meaning ascribed to such term in
the AMRESCO long-term disability plan covering the Participant, or in the
absence of such plan, a meaning consistent with Section 22(e)(3) of the Code.

         (k)     "EMPLOYEE" means any full-time, salaried employee of AMRESCO,
or AMRESCO's Subsidiaries.

         (l)     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor act thereto.

         (m)     "FAIR MARKET VALUE" shall be determined as follows:

                 (i)      If, on the relevant date, the Shares, are traded on a
         national or regional securities exchange or on The Nasdaq Stock Market
         ("Nasdaq") and closing sale prices for the Shares are customarily
         quoted, on the basis of the closing sale price on the principal such
         securities exchange on which the Shares may then be traded or, if
         there is no such sale on the relevant date, then on the immediately
         preceding day on which a sale was reported;

                 (ii)     If, on the relevant date, the Shares are not listed
         on any securities exchange or traded on Nasdaq, but nevertheless are
         publicly traded and reported on Nasdaq without closing sale prices for
         the Shares being customarily quoted, on the basis of the mean between
         the closing bid and asked quotations in such other over-the-counter
         market as reported by Nasdaq; but, if there are no bid and asked
         quotations in the over-the-counter market as reported by Nasdaq on
         that date, then the mean between the closing bid and asked quotations
         in the over-the-counter market as reported by Nasdaq on the
         immediately preceding day such bid and asked prices were quoted; and





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                 (iii)   If, on the relevant date, the Shares are not publicly
         traded as described in (i) or (ii), on the basis of the good faith
         determination of the Committee.

         (n)     "FINAL AWARD" means the actual award earned during a
performance period by a Participant, as determined by the Committee at the end
of the performance period pursuant to Article 7.

         (o)     "INCENTIVE PAYMENT DATE" means the seventy-fifth (75th) day
following the last day of the performance period during which the Final Award
under Article 7 was earned, or such earlier date upon which Final Awards are
paid to Participants.

         (p)     "INCENTIVE STOCK OPTION" or "ISO" means an option to purchase
Shares, granted under Article 6 which is designated as an Incentive Stock
Option and is intended to meet the requirements of Section 422 of the Code.

         (q)     "INSIDER" shall mean a Person who is, on the relevant date, a
director, officer or ten percent (10%) beneficial owner of any class of
AMRESCO's equity securities that is registered pursuant to Section 12 of the
Exchange Act, all as defined under Section 16 of the Exchange Act.

         (r)     "NAMED EXECUTIVE OFFICER" means a Participant who, as of the
date of vesting and/or payout of an Award is one of the group of "covered
employees," as defined in the regulations promulgated under Code Section
162(m), or any successor statute.

         (s)     "NONQUALIFIED STOCK OPTION" or "NQSO" means an option to
purchase Shares granted under Article 6 which is not intended to meet, or does
not meet, the requirements of Code Section 422.

         (t)     "OPTION" means an Incentive Stock Option or a Nonqualified
Stock Option.

         (u)     "OPTION PRICE" means the price at which a Share may be
purchased by a Participant pursuant to an Option, as determined by the
Committee.

         (v)     "PARTICIPANT" means an Employee, director or other Person who
has been granted an Award which is outstanding.

         (w)     "PERFORMANCE SHARE" means an Award granted to an Employee, as
described in Article 7.

         (x)     "PERSON" shall have the meaning ascribed to such term in
Section 3(a)(9) of the Exchange Act and used in Section 13(d) and 14(d)
thereof, including a "group" as defined in Section 13(d) thereof.

         (y)     "PLAN YEAR" shall mean, for purposes of Article 7, AMRESCO's
fiscal year which coincides with each calendar year during the term hereof.

         (z)     "RETIREMENT" shall have the meaning ascribed to such term in
the AMRESCO, INC.  Retirement Savings and Profit Sharing Plan and Trust.

         (aa)    "RESTRICTED STOCK" means an Award of restricted Shares granted
in accordance with the terms of Article 8 and the other provisions hereof.





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         (ab)    "SHARES" means the shares of common stock of AMRESCO, par
value $0.05 per share.

         (ac)    "SUBSIDIARY" means any corporation, partnership, joint venture
or other entity in which AMRESCO has a fifty percent (50%) or greater voting
interest.

         (ad)    "WINDOW PERIOD" means the period beginning on the third (3rd)
business day following the date of public release of AMRESCO's quarterly sales
and earnings information, and ending on the twelfth (12th) business day
following such date.

ARTICLE 3.       ADMINISTRATION

         3.1     The Committee.  The Plan shall be administered by the
Compensation Committee of the Board, or by any other Committee appointed by the
Board consisting of not less than two (2) Directors who meet the "disinterested
administration" requirements of Rule 16b-3 or any successor thereto under the
Exchange Act.  The members of the Committee shall be appointed from time to
time by, and shall serve at the discretion of, the Board of Directors.

         The Committee shall be comprised solely of Directors who are eligible
to administer the Plan pursuant to Rule 16b-3(c)(2) or any successor thereto
under the Exchange Act.  However, if for any reason any member of the Committee
does not qualify to administer the Plan, as contemplated by Rule 16b-3(c)(2) of
the Exchange Act, the Board of Directors may appoint a new Committee member who
complies with Rule 16b-3(c)(2).

         3.2     Authority of the Committee.  Subject to the provisions hereof,
the Committee shall have full power to select the Employees and other Persons
who are responsible for the future growth and success of AMRESCO, who may
include, without limitation, consultants, independent contractors or other
providers of services to AMRESCO, who shall participate herein (who may change
from year to year); determine the size and types of Awards; determine the terms
and conditions of Awards in a manner consistent herewith (including vesting
provisions and the duration of the Awards); construe and interpret the Plan and
any agreement or instrument entered into hereunder; establish, amend or waive
rules and regulations for the Plan's administration; and (subject to the
provisions of Article 13) amend the terms and conditions of any outstanding
Award to the extent such terms and conditions are within the discretion of the
Committee as provided herein, including to establish different terms and
conditions relating to the effect of the termination of employment or other
service to AMRESCO.  Further, the Committee shall make all other determinations
which may be necessary or advisable for the administration hereof.  As
permitted by law, the Committee may delegate its authority hereunder.

         3.3     Decisions Binding.  All determinations and decisions made by
the Committee pursuant to the provisions hereof and all related orders and
resolutions of the Board shall be final, conclusive and binding on all Persons,
including AMRESCO, the stockholders, Employees, Participants and their estates
and beneficiaries.


ARTICLE 4. SHARES SUBJECT TO THE PLAN

         4.1     Number of Shares.  Subject to adjustment as provided in
Section 4.3, the total number of Shares available for grant of Awards shall be
an aggregate of two million five hundred thousand





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(2,500,000).  These Shares may, in the discretion of AMRESCO, be either
authorized but unissued Shares or shares held as treasury shares, including
Shares purchased by AMRESCO.

         The following rules shall apply for purposes of the determination of
the number of Shares available for grant hereunder;

                 (a)      The grant of an option or Restricted Stock shall
         reduce the Shares available for grant hereunder by the number of
         shares subject to such Award.

                 (b)      The Committee shall in each case determine the
         appropriate number of Shares to deduct from the authorized pool in
         connection with the grant of Performance Shares.

                 (c)      While an Option, Restricted Stock or Performance
         Share is outstanding, it shall be counted against the authorized pool
         of Shares, regardless of its vested status.

                 (d)      In the event an Award is paid in the form of Shares
         or derivatives of Shares, the authorized pool shall be reduced by the
         number of Shares or Share derivatives paid to the Participant, as
         determined by the Committee.

                 (e)      To the extent that an Award is settled in cash rather
         than in Shares, the authorized Share pool shall be credited with the
         appropriate number of Shares represented by the cash settlement of the
         Award, as determined at the sole discretion of the Committee (subject
         to the limitation set forth in Section 4.2).

         4.2     Lapsed Awards.  If any Award is canceled, terminates, expires
or lapses for any reason, any Shares subject to such Award shall again be
available for the grant of an Award.  However, in the event that prior to the
Award's cancellation, termination, expiration or lapse, the holder of the Award
at any time received one (1) or more "benefits of ownership" pursuant to such
Award (as defined by the Securities and Exchange Commission, pursuant to any
rule or interpretation promulgated under Section 16 of the Exchange Act), the
Shares subject to such Award shall not be made available for regrant hereunder.

         4.3     Adjustments in Authorized Shares.  In the event of any change
in corporate capitalization, such as a stock split, or a corporate transaction,
such as any merger, consolidation, separation, including a spin-off, or other
distribution of stock or property of AMRESCO, any reorganization (whether or
not such reorganization comes within the definition of such term in Code
Section 368) or any partial or complete liquidation of AMRESCO, such adjustment
shall be made in the number and class of Shares which may be delivered
hereunder, and in the number and class of and/or price of Shares subject to
outstanding Awards, as may be determined to be appropriate and equitable by the
Committee, in its sole discretion, to prevent dilution or enlargement of
rights; provided, however, that the number of Shares subject to any Award shall
always be a whole number and the Committee shall make such adjustments as are
necessary to insure Awards of whole Shares.

ARTICLE 5.  ELIGIBILITY AND PARTICIPATION

         Any key Employee of AMRESCO, or of any Subsidiary, including any such
Employee who is also a director of AMRESCO, or of any Subsidiary, or any other
Person, including consultants, independent contractors or other service
providers, whose judgment, initiative and efforts contribute or





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may be expected to contribute materially to the successful performance of
AMRESCO or any Subsidiary shall be eligible to receive an Award.  In
determining the Employees and other Persons to whom an Award shall be granted
and the number of Shares which may be granted pursuant to that Award, the
Committee shall take into account the duties of the respective Person, their
present and potential contributions to the success of AMRESCO or any
Subsidiary, and such other factors as the Committee shall deem relevant in
connection with accomplishing the purpose hereof

         Except for Awards pursuant to Section 6.1(b) hereof, no Person who is
a member of the Committee shall be eligible to be granted any Award hereunder
while so serving.

ARTICLE 6.  STOCK OPTIONS

         6.1     Grant of Options.

         (a)     Eligible Persons other than Outside Directors.  Subject to the
terms and provisions hereof, Options may be granted to Employees or other
Persons at any time and from time to time as shall be determined by the
Committee.  The Committee shall have discretion in determining the number of
Shares subject to Options granted to each Participant; provided, however, that
in the case of any ISO, only an Employee may receive such grant and the
aggregate Fair Market Value (determined at the time such Option is granted) of
the Shares to which ISOs are exercisable for the first time by the Optionee
during any calendar year (hereunder and under all other Incentive Stock Option
Plans of AMRESCO and any Subsidiary) shall not exceed $100,000.  The Committee
may grant a Participant ISOs, NQSOs or a combination thereof, and may vary such
Awards among Participants.

         The maximum number of Options that a Named Executive Officer can be
granted hereunder during any twelve month period is 300,000.

         (b)     Outside Directors.   Subject to the terms and provisions
hereof, Options shall be granted to Outside Directors as follows:

                 (i)      Each Outside Director serving as such on February 25,
         1997 shall be granted an NQSO to purchase 15,000 Shares;

                 (ii)     Each Outside Director elected or appointed to the
         Board for the first time after February 25, 1997 shall be granted an
         NQSO to purchase 15,000 Shares on the date of such election or
         appointment; and

                 (iii)    Each Outside Director upon his or her re-election at
         the first meeting of the stockholders to elect Directors following the
         expiration of the Triennial Period shall be granted an NQSO to
         purchase 15,000 Shares.

Each such Option shall have an Option Price equal to one hundred percent (100%)
of the Fair Market Value of a Share on the date of grant, shall have a term of
ten (10) years and shall vest twenty percent (20%) on the date of grant and
(20%) on each anniversary thereof.  For purposes of this Section 6.1(b), the
term "Outside Director" shall have the meaning ascribed to such term in Rule
16b-3 under the Exchange Act.  Further, the term "Triennial Period" shall mean,
in respect of any Outside Director, the three year period beginning on the date
of the last grant of Options to such Outside Director under Section 6.1(b), and
ending three calendar years thereafter.





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         6.2     Award Agreement.  Each Option grant shall be evidenced by an
Award Agreement that shall specify the Option Price, the duration of the
Option, the number of Shares to which the Option pertains and such other
provisions as the Committee shall determine.  The Award Agreement shall further
specify whether the Award is intended to be an ISO or an NQSO.  Any portion of
an Option that is not designated as an ISO or otherwise fails or is not
qualified to be treated as an ISO (even if designated as an ISO) shall be a
NQSO.

         6.3     Option Price.  The Option Price for each grant of an ISO shall
be not less than one hundred percent (100%) of the Fair Market Value of a Share
on the date the ISO is granted.  In no event, however, shall any Participant,
who at the time he would otherwise be granted an Option owns (within the
meaning of Section 424(d) of the Code) stock of AMRESCO possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of
AMRESCO be eligible to receive an ISO at an Option Price less than one hundred
ten percent (110%) of the Fair Market Value of a Share on the date the ISO is
granted.  The price at which each Share covered by each NQSO shall be purchased
by an Optionee shall be established by the Committee, but in no event shall
such price be less than eighty-five percent (85%) of the Fair Market Value (or
such lower percentage of Fair Market Value as may be established by Internal
Revenue Service rules or regulations as the limit for granting discounted stock
options without causing immediate tax consequences to the Participant) of a
Share on the date the Option is granted.

         6.4     Duration of Options.  Each Option shall expire at such time as
the Committee shall determine at the time of grant; provided, however, that no
Option shall be exercisable later than the tenth (10th) anniversary date of its
grant; provided, further, however, that any ISO granted to any Participant who
at such time owns (within the meaning of Section 424(d) of the Code) stock of
AMRESCO possessing more than ten percent (10%) of the total combined voting
power of all classes of stock in AMRESCO, shall be exercisable not later than
the fifth (5th) anniversary date of its grant.

         6.5     Exercise of Options.  Options shall be exercisable at such
times and be subject to such restrictions and conditions the Committee shall in
each instance approve, which need not be the same for each grant or each
Participant.  Each Option shall be exercisable for such number of Shares and at
such time or times, including periodic installments, as may be determined by
the Committee at the time of the grant.  Except as otherwise provided in the
Award Agreement and Article 12, the right to purchase Shares that are
exercisable in periodic installments shall be cumulative so that when the right
to purchase any Shares has accrued, such Shares or any part thereof may be
purchased at any time thereafter until the expiration or termination of the
Option.

         6.6     Payment.  Options shall be exercised by the delivery of a
written notice of exercise to AMRESCO, setting forth the number of Shares with
respect to which the Option is to be exercised, accompanied by full payment for
the Shares.  The Option Price upon exercise of any Option shall be payable to
AMRESCO in full either: (a) in cash, or (b) if approved by the Committee, by
tendering previously acquired Shares having an aggregate Fair Market Value at
the time of exercise equal to the total Option Price (provided that the Shares
which are tendered must have been held by the Participant for at least six (6)
months prior to their tender to satisfy the Option Price), or (c) by a
combination of (a) and (b).  The Committee also may allow cashless exercises as
permitted under Federal Reserve Board's Regulation T, subject to applicable
securities law restrictions, or by any other means which the Committee
determines to be consistent with the Plan's purpose and applicable law.





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         As soon as practicable after receipt of a written notification of
exercise and full payment, AMRESCO shall deliver to the Participant, the
Participant's name, Share certificates in an appropriate amount based upon the
number of Shares purchased under the Option(s).

         6.7     Termination of Employment Due to Death, Disability or
Retirement.  Unless otherwise provided by the Committee in an Award Agreement,
the following rules shall apply in the event of the Participant's termination
of employment due to death, Disability, or Retirement.  With respect to a
Participant that is a non-employee director of AMRESCO or is otherwise not an
Employee, the following references to employment shall be deemed to be
references to service as a director or in such other capacity as is determined
by the Committee:

                 (a)      Termination by Death.  In the event the Participant
         dies while actively employed, all outstanding Options granted to that
         Participant shall immediately vest and shall remain exercisable at any
         time prior to their expiration date, or for two (2) years after the
         date of death, whichever period is shorter, by (i) such Person(s) as
         shall have been named as the Participant's beneficiary, (ii) such
         Person(s) that have acquired the Participant's rights under such
         Options by will or by the laws of descent and distribution, (iii) the
         Participant's estate or representative of the Participant's estate or
         (iv) by a transferee of the Option who has acquired the Option in a
         transaction that is permitted by Section 6.9.

                 (b)      Termination by Disability.  In the event the
         employment of a Participant is terminated by reason of Disability, all
         outstanding Options granted to that Participant shall immediately vest
         as of the date the Committee determines the definition of Disability
         to have been satisfied and shall remain exercisable at any time prior
         to their expiration date, or for one (1) year after the date that the
         Committee determines the definition of Disability to have been
         satisfied, whichever period is shorter, by the Participant's duly
         appointed guardian or other legal representative.

                 (c)      Termination by Retirement.  In the event the
         employment of a Participant is terminated by reason of Retirement, all
         outstanding Options granted to that Participant shall immediately vest
         and shall remain exercisable at any time prior to their expiration
         date, or for three (3) months after the effective date of Retirement,
         whichever period is shorter.

                 (d)      Employment Termination Followed by Death.  In the
         event that a Participant's employment terminates by reason of
         Disability or Retirement, and within the exercise period following
         such termination the Participant dies, then the remaining exercise
         period for outstanding Options shall be one (1) year following death.
         Such Options shall be exercisable by the Persons specified in
         subsection (a) above.

         6.8     Termination of Employment for Other Reasons.  If the
employment of a Participant shall terminate for any reason other than the
reasons set forth in Section 6.7, all Options held by the Participant which are
not vested as of the effective date of employment termination immediately shall
be forfeited to AMRESCO (and shall once again become available for grant
hereunder).  However, the Committee, in its sole discretion, shall have the
right to immediately vest all or any portion of such Options, subject to such
terms as the Committee, in its sole discretion, deems appropriate.

         In the event an Employee's employment is terminated by AMRESCO for
Cause, or an Employee voluntarily terminates his employment (other than upon
retirement), the rights under any





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then vested outstanding Options shall terminate immediately upon such
termination of employment.  If the Employee's employment is terminated by
AMRESCO without Cause, any Options vested as of the date of termination shall
remain exercisable at any time prior to their expiration date or for three (3)
months after his date of termination of employment, whichever period is
shorter.

         6.9     Limited Transferability.  A Participant may transfer an Option
to members of his or her Immediate Family, to one or more trusts for the
benefit of such Immediate Family members, or to one or more partnerships where
such Immediate Family members are the only partners, if (i) the Award Agreement
evidencing such Option expressly provides that the Option may be transferred
and (ii) the Participant does not receive any consideration in any form
whatsoever for said transfer thereof. Any Option so transferred shall continue
to be subject to the same terms and conditions in the hands of the transferee
as were applicable to said Option immediately prior to the transfer thereof.
Any reference in any such Award Agreement to the employment by or performance
of services for AMRESCO by the Participant shall continue to refer to the
employment of or performance by the transferring Participant.  For purpose
hereof, "Immediate Family" shall mean the Participant and the Participant's
spouse, and their respective ancestors and descendants.  Any Option that is
granted pursuant to any Award Agreement that did not initially expressly allow
the transfer of said Option and that has not been amended to expressly permit
such transfer, shall not be transferable by the Participant otherwise than by
will or by the laws of descent and distribution and such Option thus shall be
exercisable during the Participant's lifetime only by the Participant.

ARTICLE 7.  PERFORMANCE SHARES

         7.1     Grant of Performance Shares.  Subject to the terms hereof,
Performance Shares may be granted to eligible Employees at any time and from
time to time for no consideration, as shall be determined by the Committee.
The Committee shall have complete discretion in determining the number of
Performance Shares granted to each Participant; provided, however, that unless
and until AMRESCO's stockholders vote to change the maximum number of
Performance Shares that may be earned by any one Named Executive Officer
(subject to the terms of Article 13), none of the Named Executive Officers may
earn more than three hundred thousand (300,000) Performance Shares with respect
to any performance period.

         7.2     Value of Performance Shares.  Each Performance Share shall
have a value equal to the Fair Market Value of a Share on the date the
Performance Share is earned.  The Committee shall set performance goals in its
discretion which, depending on the extent to which they are met, will determine
the number of Performance Shares that will be earned by the Participants.  The
time period during which the performance goals must be met shall be called a
"performance period." Performance periods shall, in all cases, equal or exceed
two (2) years in length.  The performance goals shall be established at the
beginning of the performance period (or within such time period as is permitted
by Code Section 162(m)).

         Unless and until AMRESCO's stockholders vote to change the general
performance measures (subject to the terms of Article 13), the attainment of
which shall determine the number of Performance Shares earned hereunder, the
Committee will use one or more of the following performance measures for
purposes of grants to Named Executive Officers: total shareholder return,
return on assets, return on equity, earnings per share and ratio of operating
overhead to operating revenue.  Each Plan Year, the Committee, in its sole
discretion, may select among the performance measures specified in this Section
7.2 and set the relative weights to be given to such performance measures.
However, in the





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<PAGE>   11


case of Participants who are not Named Executive Officers, the Committee may
approve performance measures that are not specified in this Section 7.2 without
obtaining stockholder approval of such measures.

         In the event that applicable tax and/or securities laws (including,
but not limited to, Code Section 162(m) and Section 16 of the Exchange Act)
change to permit Committee discretion to alter the governing performance
measures without obtaining stockholder approval of such changes, the Committee
shall have sole discretion to make such changes without obtaining stockholder
approval.

         7.3     Earning of Performance Shares.  After the applicable
performance period has ended, the Committee shall certify the extent to which
the established performance goals have been achieved.  Subsequently, each
holder of Performance Shares shall be entitled to receive payout on the number
of Performance Shares earned by the Participant over the performance period, to
be determined as a function of the extent to which the corresponding
performance goals have been achieved.  The Committee may, in its sole
discretion, decrease the amount of a Final Award otherwise payable to a
Participant under this Article 7. The Committee shall have no discretion,
however, to increase the amount of a Final Award otherwise payable to a Named
Executive Officer under this Article 7.

         7.4     Form and Timing of Payment of Performance Shares.  Payment of
earned Performance Shares shall be made, in a single lump sum, promptly but in
no event later than the Incentive Payment Date.  The Committee, in its sole
discretion, may pay earned Performance Shares in the form of cash or in Shares
(or in a combination thereof) which have, as of the close of the applicable
performance period, an aggregate Fair Market Value equal to the value of the
earned Performance Shares.

         7.5     Termination of Employment Due to Death, Disability or
Retirement or at the Request of AMRESCO Without Cause.  In the event the
employment of a Participant is terminated by reason of death, Disability, or
Retirement or by AMRESCO without Cause during a performance period, the
Participant shall receive a prorated payout with respect to the Performance
Shares.  The prorated payout shall be determined by the Committee, in its sole
discretion, and shall be based upon the length of time that the Participant
held the Performance Shares during the performance period, and shall further be
adjusted based on the achievement of the established performance goals at the
time of his termination.

         Payment of earned Performance Shares shall be made at the same time
payments are made to Participants who did not terminate employment during the
applicable performance period.

         7.6     Termination of Employment for Other Reasons.  In the event
that a Participant's employment terminates for any reason other than those
reasons set forth in Section 7.5, all Performance Shares shall be forfeited by
the Participant to AMRESCO.

         7.7     Nontransferability.  Unless the Committee provides otherwise
in the Award Agreement, Performance Shares may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution.  Further, a Participant's Performance
Shares rights hereunder shall be exercisable during the Participant's lifetime
only by the Participant or the Participant's legal representative.





                                       11
<PAGE>   12



ARTICLE 8.  RESTRICTED STOCK

         8.1     Grants.  The Committee may from time to time in its discretion
grant Restricted Stock to Employees and may determine the number of Shares of
Restricted Stock to be granted and the terms and conditions of, and the amount
of payment, if any, to be made by the Employee for, such Restricted Stock.  A
grant of Restricted Stock may require the Employee to pay for such Shares of
Restricted Stock, but the Committee may establish a price below Fair Market
Value at which the Employee can purchase the Shares of Restricted Stock.  Each
grant of Restricted Stock will be evidenced by an Award Agreement containing
terms and conditions not inconsistent herewith as the Committee shall determine
to be appropriate in its sole discretion.  Such Restricted Stock shall be
granted subject to the restrictions prescribed pursuant hereto and the Award
Agreement.

         8.2     Restricted Period; Lapse of Restrictions.  At the time a grant
of Restricted Stock is made, the Committee shall establish a period or periods
of time (the "Restricted Period") applicable to such grant which, unless the
Committee otherwise provides, shall not be less than one (1) year.  Subject to
the other provisions of this Article 8, at the end of the Restricted Period all
restrictions shall lapse and the Restricted Stock shall vest in the
Participant.  At the time a grant is made, the Committee may, in its
discretion, prescribe conditions for the incremental lapse of restrictions
during the Restricted Period and for the lapse or termination of restrictions
upon the occurrence of other conditions in addition to or other than the
expiration of the Restricted Period with respect to all or any portion of the
Restricted Stock.  Such conditions may, but need not, include without
limitation, (a) the death, Disability or Retirement of the Employee to whom
Restricted Stock is granted or (b) the occurrence of a Change in Control.  The
Committee may also, in its discretion, shorten or terminate the Restricted
Period, or waive any conditions for the lapse or termination of restrictions
with respect to all or any portion of the Restricted Stock at any time after
the date the grant is made.

         8.3     Rights of Holder; Limitations Thereon.  Upon a grant of
Restricted Stock, a stock certificate (or certificates) representing the number
of Shares of Restricted Stock granted to the Employee shall be registered in
the Employee's name and shall be held in custody by AMRESCO or a bank selected
by AMRESCO for the Employee's account.  Following such registration, the
Employee shall have the rights and privileges of a stockholder as to such
Restricted Stock, including the right to receive dividends and to vote such
Restricted Stock, except that, the right to receive cash dividends shall be the
right to receive such dividends either in cash currently or by payment in
Restricted Stock, as the Committee shall determine, and except further that,
the following restrictions shall apply:

                 (a)      The Employee shall not be entitled to delivery of a
         certificate until the expiration or termination of the Restricted
         Period for the Shares represented by such certificate and the
         satisfaction of any and all other conditions prescribed by the
         Committee;

                 (b)      None of the Shares of Restricted Stock may be sold,
         transferred, assigned, pledged, or otherwise encumbered or disposed of
         during the Restricted Period and until the satisfaction of any and all
         other conditions prescribed by the Committee; and

                 (c)      All of the Shares of Restricted Stock that have not
         vested shall be forfeited and all right of the Employee to such
         Restricted Stock shall terminate without further obligation on the
         part of AMRESCO unless the Employee has remained a full-time employee
         of AMRESCO or any of its Subsidiaries until the expiration or
         termination of the Restricted Period and the satisfaction of any and
         all other conditions prescribed by the Committee applicable to such





                                       12
<PAGE>   13


         Restricted Stock.  Upon the forfeiture of any Shares of Restricted
         Stock, such forfeited Shares shall be transferred to AMRESCO without
         further action by the Employee, and shall, in accordance with Section
         4.2, again be available for grant hereunder.

         With respect to any Shares received as a result of adjustments under
Section 4.3 and any Shares received with respect to cash dividends declared on
Restricted Stock, the Participant shall have the same rights and privileges,
and be subject to the same restrictions, as are set forth in this Article 8.

         8.4     Delivery of Unrestricted Shares.  Upon the expiration or
termination of the Restricted Period for any Shares of Restricted Stock and the
satisfaction of any and all other conditions prescribed by the Committee, the
restrictions applicable to such Restricted Stock shall lapse and a stock
certificate for the number of Shares of Restricted Stock with respect to which
the restrictions have lapsed shall be delivered, free of all such restrictions
except any that may be imposed by law, to the holder of the Restricted Stock.
AMRESCO shall not be required to deliver any fractional Share but will pay, in
lieu thereof, the Fair Market Value (determined as of the date the restrictions
lapse) of such fractional share to the holder thereof.  Prior to or
concurrently with the delivery of a certificate for Restricted Stock, the
holder shall be required to pay an amount necessary to satisfy any applicable
federal, state and local tax requirements as set out in Article 14.

         8.5     Nonassignability of Restricted Stock.  Unless the Committee
provides otherwise in the Award Agreement, no grant of, nor any right or
interest of a Participant in or to any Restricted Stock, or in any instrument
evidencing any grant hereunder, may be assigned, encumbered or transferred
except, in the event of the death of a Participant, by will or the laws of
descent and distribution.

ARTICLE 9. BENEFICIARY DESIGNATION

         Each Participant hereunder may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit hereunder is to be paid in case of his or her death before he
or she receives any or all of such benefit.  Each such designation shall revoke
all prior designations by the same Participant, shall be in a form prescribed
by AMRESCO and shall be effective only when filed by the Participant, in
writing, with AMRESCO during the Participant's lifetime.  In the absence of any
such designation, benefits remaining unpaid at the Participant's death shall be
paid to the Participant's estate.

         The spouse of a married Participant domiciled in a community property
jurisdiction shall join in any designation of beneficiary or beneficiaries
other than the spouse.

ARTICLE 10. DEFERRALS

         The Committee may permit a Participant to defer to another plan or
program such Participant's receipt of the payment of cash or the delivery of
Shares that would otherwise be due to such Participant by virtue of the
exercise of an Option, the satisfaction of any requirements or goals with
respect to Performance Shares or the vesting of Restricted Stock.  If any such
deferral election is required or permitted, the Committee shall, in its sole
discretion, establish rules and procedures for such payment deferrals.





                                       13
<PAGE>   14


ARTICLE 11.  RIGHTS OF EMPLOYEES

         11.1    Employment.  Nothing herein shall interfere with or limit in
any way the right of AMRESCO or a Subsidiary to terminate any Participant's
employment or engagement by AMRESCO at any time, nor confer upon any
Participant any right to continue in the employ or service of AMRESCO or a
Subsidiary.  For purpose hereof, transfer of employment of a Participant
between AMRESCO and any one of its Subsidiaries (or between Subsidiaries) shall
not be deemed a termination of employment.

         11.2   Participation.  No Employee shall have the right to be selected
to receive an Award, or, having been so selected, to be selected to receive a
future Award.

ARTICLE 12.  CHANGE IN CONTROL

         Upon the occurrence of a Change in Control, except as provided in the
Award Agreement or unless otherwise specifically prohibited by the terms of
Article 17.

                 (a)    Any and all Options granted hereunder shall become
         fully vested and immediately exercisable;

                 (b)      The target payout opportunity attainable under all
         outstanding Performance Shares shall be deem to have been fully earned
         for the entire performance period(s) as of the effective date of the
         Change in Control, and all earned Performance Shares shall be paid out
         in accordance with Section 7.4 to Participants within thirty (30) days
         following the effective date of the Change in Control; provided,
         however, that there shall not be an accelerated earning with respect
         to Performance Shares which were granted less than six (6) months
         prior to the effective date of the Change in Control;

                 (c)      All restrictions on a grant of Restricted Stock shall
         lapse and such Restricted Stock shall be delivered to the Participant
         in accordance with Section 8.4; provided, however, that there shall
         not be an accelerated delivery with respect to Restricted Stock which
         was granted less than six (6) months prior to the effective date of
         the Change in Control; and

                 (d)      Subject to Article 13, the Committee shall have the
         authority to make any modifications to the Awards as determined by the
         Committee to be appropriate before the effective date of the Change in
         Control.

ARTICLE 13.  AMENDMENT, MODIFICATION AND TERMINATION

         13.1    Amendment Modification and Termination.  The Board may, at any
time and from time to time, alter, amend, suspend or terminate the Plan in
whole or in part; provided, that, unless approved by the holders of a majority
of the total number of Shares of AMRESCO represented and voted at a meeting at
which a quorum is present, no amendment shall be made hereto if such amendment
would (a) materially modify the eligibility requirements provided in Article 5;
(b) increase the total number of Shares (except as provided in Section 4.3)
which may be granted hereunder, as provided in Section 4. 1; (c) extend the
term hereof; or (d) amend the Plan in any manner which the Board, in its
discretion, determines should become effective only if approved by the
stockholders even though such stockholder approval is not expressly required
hereby or by law.  No amendment which





                                       14
<PAGE>   15


requires stockholder approval in order for the Plan to continue to comply with
Rule 16b-3 under the Exchange Act, including any successor to such Rule, shall
be effective unless such amendment shall be approved by the requisite vote of
stockholders.

         13.2    Awards Previously Granted.  No termination, amendment or
modification hereof shall adversely affect in any material way any Award
previously granted hereunder, without the written consent of the Participant
holding such Award.  The Committee, with the written consent of the Participant
holding such Award, shall have the authority to cancel Awards outstanding and
grant replacement Awards therefor.

         13.3    Compliance With Code Section 162(m).  At all times when the
Committee determines that compliance with Code Section 162(m) is desired, all
Awards shall comply with the requirements of Code Section 162(m).  In addition,
in the event that changes are made to Code Section 162(m) to permit greater
flexibility with respect to any Award or Awards, the Committee may, subject to
this Article 13, make any adjustments it deems appropriate.

ARTICLE 14.  WITHHOLDING

         14.1    Tax Withholding.  AMRESCO shall have the power and the right
to deduct or withhold, or require a Participant to remit to AMRESCO, an amount
sufficient to satisfy federal, state and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to
any taxable event arising in connection with an Award.

         14.2    Share Withholding.  With respect to withholding required upon
the exercise of Options, or upon any other taxable event as a result of Awards
granted hereunder which are to be paid in the form of Shares, a Participant may
elect, subject to the approval of the Committee, to satisfy the withholding
requirement, in whole or in part, by having AMRESCO withhold Shares having a
Fair Market Value on the date the tax is to be determined equal to the minimum
statutory total tax which could be imposed on the transaction.  All elections
shall be irrevocable, made in writing, signed by the Participant, and elections
by Insiders shall additionally comply with all legal requirements applicable to
Shares transactions by such Participants.

ARTICLE 15.  INDEMNIFICATION

         Each person who is or shall have been a member of the Committee, or
the Board, shall be indemnified and held harmless by AMRESCO against and from
any loss, cost, liability or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, action,
suit or proceeding to which he or she may be party or in which he or she may be
involved by reason of any action taken or failure to act hereunder and against
and from any and all amounts paid by him or her in settlement thereof, with
AMRESCO's approval, or paid by him in satisfaction of any judgment in any such
action, suit or proceeding against him, provided he shall give AMRESCO an
opportunity, at its own expense, to handle and defend the same before he
undertakes to handle and defend it on his own behalf.  The foregoing right of
indemnification shall be in addition to any other rights of indemnification to
which such persons may be entitled under AMRESCO's Certificate of Incorporation
or Bylaws, as a matter of law, or otherwise, or any power that AMRESCO may have
to indemnify them or hold them harmless.





                                       15
<PAGE>   16



ARTICLE 16.  SUCCESSORS

         All obligations of AMRESCO hereunder, with respect to Awards, shall be
binding on any successor to AMRESCO, whether the existence of such successor is
the result of a direct or indirect purchase, merger, consolidation or
otherwise, of all or substantially all of the business and/or assets of
AMRESCO.

ARTICLE 17.  LEGAL CONSTRUCTION

         17.1    Gender and Number.  Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

         17.2    Severability.  In the event any provision hereof shall be held
illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts hereof, and the Plan shall be construed and enforced
as if the illegal or invalid provision had not been included.

         17.3    Requirements of Law.  The granting of Awards and the issuance
of Shares under the Plan shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

         17.4    Regulatory Approvals and Listing.  AMRESCO shall not be
required to issue any certificate or certificates for Shares hereunder prior to
(i) obtaining any approval from any governmental agency which AMRESCO shall, in
its discretion, determine to be necessary or advisable, (ii) the admission of
such Shares to listing on any national securities exchange or Nasdaq on which
AMRESCO's Shares may be listed and (iii) the completion of any registration or
other qualification of such Shares under any state or federal law or ruling or
regulations of any governmental body which AMRESCO shall, in its sole
discretion, determine to be necessary or advisable.

         Notwithstanding any other provision set forth herein, if required by
the then-current Section 16 of the Exchange Act, any "derivative security": or
"equity security" offered pursuant hereto to any Insider may not be sold or
transferred for at least six (6) months after the date of grant of such Award.
The terms "equity security" and "derivative security" shall have the meanings
ascribed to them in the then-current Rule 16(a) under the Exchange Act.

         17.5    Securities Law Compliance.  With respect to Insiders,
transactions hereunder are intended to comply with all applicable conditions of
Rule 16b-3 or its successors under the Exchange Act.  To the extent any
provisions hereof or action by the Committee fails to so comply, it shall be
deemed null and void, to the extent permitted by law and deemed advisable by
the Committee.

         17.6    Governing Law.  To the extent not preempted by federal law,
the Plan, and all agreements hereunder, shall be construed in accordance with
and governed by the laws of the State of Delaware.





                                       16