Third Amendment to Lease Agreement


     This  Third Amendment to Lease Agreement ("Third Amendment")
is  effective  as  of  the             day  of  September,  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"),  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,   Landlord  and  Tenant entered  into  that  Second
Amendment  to  Lease  Agreement  dated  May  27,  1997   ("Second
Amendment"), whereby Tenant leased 3,858 rentable square feet  of
area  located  on the 16th floor of the Building on  a  temporary
basis  (the  Temporary Space"), all as set forth  in  the  Second
Amendment  (such Office Lease Agreement, as amended by the  First
Amendment and Second Amendment, is hereafter referred to  as  the
"Lease")

     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  Premises  by  an
additional  3,128 rentable square feet of area  common  known  as
Suite  1630 on the 16th floor of the Building as shown on EXHIBIT
"A"  to  this  Third Amendment ("Additional Temporary Premises"),
all as more fully set forth in this Third 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 Third Amendment have the same meaning as in the Lease.

2.    Premises.  Beginning on September 15, 1997, and  continuing
only  until  and  including  March  31,  1998,  the  Premises  as
described in the Basic Office Lease Information incorporated into
the Lease will increase by 3,128 rentable square feet of area  so
that the Premises will total 137,592 rentable square feet of area
as  depicted  on Exhibit "A" to this Third Amendment.   From  and
after  April  1, 1998, the Premises will revert to  the  Original
Premises,  and Tenant shall have no further right to  occupy  the
Additional  Temporary Premises.  If Tenant fails  to  vacate  the
Additional  Temporary  Premises by March 31,  1998,  then  Tenant
shall  be  a  tenant  at  will  with respect  to  the  Additional
Temporary Premises, and the provisions of Section 22 of the Lease
entitled "Holding Over" will apply to Tenant's occupancy  of  the
Additional Temporary Premises.

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

4.    Basic  Rental.    Beginning  on  September  15,  1997,  and
continuing only until and including March 31, 1998, Tenant  shall
pay  Landlord Basic Rental for the Additional Temporary  Premises
in  the manner provided in Section 4.a of the Lease at the annual
rate  of  $16.00  per  rentable square foot of  area  within  the
Additional  Temporary  Premises (i.  e.,  $4,170.67  per  month).
Beginning  on September 15, 1997, and continuing only  until  and
including March 31, 1998, 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
Additional Temporary Premises, including, without limitation, the
amounts  set  forth in Section 4.c, 4.d, and 4.e  of  the  Lease.
Nothing  in  this  Third Amendment affects the payment  of  Basic
Rental  or  other  sums  due under the  Lease  for  the  Original
Premises or the Temporary Space, the payment of which is governed
by the terms of the Lease.

5.    Tenant  Improvements; As is.  Tenant agrees to  accept  the
Additional Temporary Premises in its "as is" condition as of  the
date  of  this  Third  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
Additional   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 Third 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
representative.

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

9.    Entire Agreement.  This Third 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 Third 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 Third Amendment are for convenience only and shall not be
deemed  to construe or limit the meaning of the language of  this
Third Amendment.

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

13.   Lease.   As  amended  hereby, the  Lease  will  govern  the
Additional 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 Third  Amendment,  the  term
"Lease", when used in the Lease, will mean the Lease, as  further
amended by this Third Amendment.

14.   Counterparts.   This Third 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: