EIGHTH AMENDMENT TO OFFICE LEASE

       This   EIGHTH  AMENDMENT  TO  OFFICE  LEASE  ("Eighth
Amendment")  is made and entered into effective  as  of  the
17th  day of March, 2000 ("Effective Date"), by and  between
STEVENS  CREEK ASSOCIATES, a California general  partnership
d/b/a/   TrizecHahn   Plaza  of  the   Americas   Management
("Landlord"),  and  AMRESCO, INC.,  a  Delaware  corporation
("Tenant").

                       WITNESSETH:

     WHEREAS, K-P Plaza Limited Partnership, a Texas Limited
partnership  ("Original Landlord"), and Tenant entered  into
that  certain  Office  Lease (the  "Original  Lease")  dated
February 9, 1996, whereby Original Landlord agreed to  lease
to   Tenant,  and  Tenant  agreed  to  lease  from  Original
Landlord, those certain premises (the "Premises") consisting
of approximately 125,279 rentable square feet located on the
entire  17th 22nd, 23rd, 24th and 25th floors and a  portion
of  the  16th  floor  of that certain office  building  (the
"North  Tower") located at 700 North Pearl Street,  City  of
Dallas,  Dallas County, Texas, within the development  known
as the Plaza of the Americas (the "Development"); and

     WHEREAS, Original Landlord and Tenant entered into that
certain First Amendment to Office Lease dated July 17,  1996
("First  Amendment"),  whereby Tenant leased  an  additional
5,327 rentable square feet located on the 16th floor of  the
North Tower, all as set forth in the First Amendment; and

      WHEREAS,   Original Landlord and Tenant  entered  into
that  certain Second Amendment to Lease Agreement dated  May
27,  1997  ("Second Amendment"), whereby Tenant  leased  an
additional  3,858 rentable square feet located on  the  16th
floor of the North Tower on a temporary basis until December
31,  1997 ("First Temporary Premises"), all as set forth  in
the Second Amendment; and

     WHEREAS, Original Landlord and Tenant entered into that
certain  Third Amendment to Lease Agreement dated  September
22,  1997  ("Third  Amendment"), whereby  Tenant  leased  an
additional  3,128 rentable square feet located on  the  16th
floor  of the of the North Tower on a temporary basis  until
March  21,  1998 ("Second Temporary Premises"), all  as  set
forth in the Third Amendment; and

      WHEREAS,  KAB  Plaza Partners, L.P., a  Texas  limited
partnership  ("First Successor Landlord") succeeded  to  the
interest  of  Original Landlord and assumed all of  Original
Landlord's rights and obligations under the Lease; and

      WHEREAS,  First Successor Landlord and Tenant  entered
into  that certain Fourth Amendment to Lease Agreement dated
January 6, 1998 ("Fourth Amendment"), whereby Tenant  leased
an  additional  32,139 rentable square feet, some  of  which
space  included the First Temporary Premises and the  Second
Temporary Premises, on the 16th and 19th floors of the North
Tower,  so  that  the  Premises thereafter  totaled  162,745
rentable square feet; and

      WHEREAS,  First Successor Landlord and Tenant  entered
into  that certain Fifth Amendment to Lease Agreement  dated
March 25, 1998 ("Fifth Amendment"), whereby Tenant leased an
additional 34,856 rentable square feet on the 4th  and  18th
floors of the North Tower, commonly identified as Suite  400
and   Suite   1850,  respectively,  so  that  the   Premises
thereafter totaled 197,601 rentable square feet; and

      WHEREAS,  First Successor Landlord and Tenant  entered
into  that  certain Lease Expansion and Sixth  Amendment  to
Lease  Agreement  dated  July 6, 1998  ("Sixth  Amendment"),
whereby  Tenant  leased an additional 1,486 rentable  square
feet   on  the  21st  floor  of  the  North  Tower  commonly
identified  as  Suite 2145, so that the Premises  thereafter
totaled 199,087 rentable square feet; and

      WHEREAS, Landlord succeeded to the interest  of  First
Successor  Landlord  and  assumed  all  of  First  Successor
Landlord's rights and obligations under the Lease; and

      WHEREAS, Landlord and Tenant entered into that certain
Seventh  Amendment  to  Office  Lease  dated  June  7,  1999
("Seventh  Amendment"), whereby Tenant leased an  additional
1,455  rentable square feet on the 21st floor of  the  North
Tower commonly identified as Suite 2120 on a temporary basis
until  February  29, 2000 ("Third Temporary  Premises"),  so
that the Premises thereafter totaled 200,542 rentable square
feet  (such Original Lease, as amended by the First, Second,
Third,  Fourth,  Fifth,  Sixth and  Seventh  Amendments,  is
hereafter referred to as the "Lease"); and

WHEREAS,  Landlord  and  Tenant terminated  the  Lease  with
respect  to  the  Third Temporary Premises pursuant  to  the
terms  of  that  certain Lease Termination  Agreement  dated
September 15, 1999 ("Termination Agreement.'); and

           WHEREAS, subsequent to the Termination Agreement,
the Premises totaled 199,087 rentable square feet; and

WHEREAS,  Landlord and Tenant now desire to amend the  Lease
further to, among other things reduce the Premises by 97,346
rentable  square feet, so that from and after the  Effective
Date  of  the  Eighth  Amendment, the Premises  shall  total
101,741 rentable square feet.

      NOW,  THEREFORE,  for  and  in  consideration  of  the
foregoing  premises and the mutual covenants and  agreements
set forth hereinbelow, together with other good and valuable
consideration,  the  receipt and sufficiency  of  which  are
hereby  acknowledged and confessed by each  of  the  parties
hereto,  the  undersigned  Landlord  and  Tenant  do  hereby
covenant and agree as follows:

1.   Recitals: All of the recitals set forth above are fully
incorporated into this Eighth Amendment.

2.   Partial Termination of Lease: Landlord and  Tenant
hereby acknowledge that Tenant has requested, and upon the
terms and conditions set forth herein, Landlord has
consented to, Tenant's surrender of that certain space
consisting of the entire 17th, 22nd, 23rd, and 24th floors
and a portion of the 21st floor of the North Tower (the
"Surrendered Space"), commonly known as Suites 1700, 2145,
2200, 2300 and 2400 of the Premises. The Surrendered Space
totals 97,346 rentable square feet and is depicted and shown
on Exhibit "A" attached hereto and made a part hereof for
all purposes. As a result of the foregoing surrender of the
Surrendered Space by Tenant to Landlord, Landlord and Tenant
hereby agree that the Lease is hereby terminated with
respect to the Surrendered Space as of the Effective Date of
this Eighth Amendment. Notwithstanding Section 21 of the
Lease, in connection with such termination only, Tenant
shall be permitted to return the Surrendered Space (and only
the Surrendered Space) to Landlord on the Effective Date in
its "AS IS" condition, including the furniture; provided,
however, that Tenant shall otherwise surrender the Premises
in accordance with Section 21 of the Lease. Except for those
provisions which specifically survive termination of the
Lease, the Lease shall be of no further force or effect with
respect to the Surrendered Space as of the Effective Date.

3.   Premises. As a result of the termination of this Lease
with respect to Surrendered Space as provided in  Section 2
above, from and after the Effective Date of this Eighth
Amendment, the Premises as described in the Basic Office
Lease Information incorporated into the Lease shall total
101,741 rentable square feet located on the 4th, 16th, 18th,
19th and 25th floors of the North Tower commonly known as
Suites 400, 1600, 1850, 1900 and 2500, all as depicted and
shown on Exhibit "B" attached hereto and made a part hereof
for all purposes.

4.   Term. The Term of the Lease remains unchanged by this
Eighth Amendment. In that regard, the Term of the Lease with
respect to the remainder of the Premises shall terminate on
October 31, 2006.

5.   Basic Rental. From and after the Effective Date of this
Eighth Amendment, Tenant shall pay Landlord the Basic Rental
for the remaining Premises in accordance with the Basic
Rental Schedule set forth on Exhibit "C" attached hereto and
made a part hereof for all purposes. The Basic Rental
Schedule set forth on Exhibit "C" is intended to replace all
other provisions of the Lease relating to the amount of
Basic Rental to be paid in connection with the Lease.

6.   Tenant's Proportionate Share. Landlord and  Tenant
stipulate and agree that for all purposes under the Lease,
from and after the Effective Date of this Eighth Amendment,
Tenant's Proportionate Share shall be 9.731% (0.09731),
obtained by dividing (a) 101,741 rentable square feet in the
Premises by (b) 1,045,551 rentable square feet in the
Development. The foregoing numbers of rentable square feet
are stipulations and establish a material part of the
economic basis for the execution of this Eighth Amendment by
Landlord and shall not be adjusted unless the rentable area
of the Premises is increased or decreased by addition or
deletion of rentable area within the Development in
appropriate amendment to the Lease as executed.

7.   Parking. Notwithstanding anything to the contrary set
forth in the Lease, Tenant shall be permitted (but not
obligated) to use up to, but not exceeding, one (1)
vehicular parking space in the parking garage associated
with the Building (the "Parking Garage") for each 1,500
rentable square feet in the Premises during the Term and
subject to such rates, terms, conditions and regulations as
are from time to time charged or applicable to patrons of
the Parking Garage. However, Landlord agrees to charge
Tenant an initial rate of $65.00 per undesignated vehicular
parking space per month or $150.00 per designated vehicular
parking space per month until October 31, 2001, with annual
increases not to exceed 10% per year after such date. In
addition, Tenant's employees shall have the right to use, at
no expense to Tenant, any available undesignated vehicular
parking spaces in the Parking Garage at any time after 6:00
p.m. until 7:00 a.m. business days and all day Saturday and
Sunday. Up to ten (10) of Tenant's vehicular parking spaces
provided for hereunder may be "designated" spaces reflected
as spaces 4-13 on the lower ramp of level 4 as provided
under Exhibit "G" of the Lease, with the remainder of such
vehicular parking spaces being "undesignated" spaces.

     It is specifically intended that this Section
7  of  this  Eighth Amendment replace in  all  respects
Exhibit G to the Lease and all other provisions of  the
Lease   (including  amendments)  relating  to  Tenant's
rights with respect to parking.

8.   Increase or Decrease of Space. That portion of Section
2 of the Lease entitled "Increase or Decrease of Space" is
hereby deleted in its entirety (except for the last three
paragraphs of Section 2, which are not deleted). Except as
otherwise provided in Section 11 of this Eighth Amendment,
Tenant  shall have no further rights of expansion,
contraction or termination under the Lease.

9.   Expansion Option. Exhibit "K" to the Lease (as amended
by the Fourth Amendment) is hereby deleted in its entirety.
Tenant acknowledges that Tenant shall have no further rights
of expansion under the Lease.

10.  Right of Refusal. Exhibits "L" and "M" to the Lease
relating to Tenant's right of first refusal with respect to
the Right of Refusal Space are hereby deleted in their
entirety. Tenant acknowledges that Tenant shall have no
further preferential rights under the Lease.

11.  Renewal Options. Exhibit "O" to the Lease relating to
Tenant's renewal options is hereby deleted in its entirety
and replaced with the right set forth on Exhibit "D"
attached hereto and made a part hereof for all purposes.

12.  Termination Option. Exhibit "S" to the Lease relating
to Tenant's termination option is hereby deleted in its
entirety and replaced with the right set forth in Exhibit
"E" attached hereto and made a part hereof for all purposes.

13.  Lease Buyout Allowance. Tenant acknowledges and agrees
that Landlord's obligation with respect to Exhibit "J" to
the Lease has been satisfied in full. Consequently, Exhibit
"J" is hereby deleted from the Lease in its entirety.

14.  Construction Allowance.  Tenant hereby waives  any
rights or claims that Tenant may have relating to any
construction allowance contained in the Lease including,
without limitation, those allowances contained in the First,
Fourth and Fifth Amendments.

15.  Storage Space.  The term "Storage Space" as defined in
Exhibit "T" to the Lease is hereby modified and amended to
mean storage space of up to approximately 2,500 rentable
square feet located in the North Tower, in a location to be
mutually agreed upon by Landlord and Tenant.

16.  Signage.  The second Paragraph of Exhibit "F" to the
Lease relating to Tenant's building facade signage and
monument signage is hereby modified and amended to provide
that (i) Tenant shall no longer have the right to erect
signage or plaques on the granite facade of the North Tower
and (ii) Tenant's monument signage shall be permitted to
exist for a period not to exceed (and shall automatically
terminate upon the expiration of) sixty (60) months from and
after the Commencement Date of the Original Lease. On or
before the expiration of the sixtieth (60th) month from and
after the Commencement Date of the Original Lease, Tenant
shall remove or cause to be removed all exterior signage
identifying Tenant (including, without limitation,) the
monument sign in front of the North Tower. Tenant shall
repair all damage caused by such removal in accordance with
the terms of the Lease and shall restore such areas to the
condition in which they existed immediately prior to the
erection of such signage. In the event Tenant fails to cause
such removal in accordance with the terms of the Lease,
Landlord may, at Tenant's cost and expense, remove any and
all such signage. In the event Tenant's legal name or trade
name applicable to the Premises shall be modified or amended
prior to the expiration of the aforementioned 60-month
period, Tenant's exterior signage rights modified by this
Section 16 shall immediately cease and terminate and Tenant
shall then remove or cause to be removed all such signage in
accordance herewith.

17.  Effect of Amendment.  Except as specifically amended by
the provisions of this Amendment, the terms and provisions
stated in the Lease shall continue to govern the rights and
obligations of Landlord and Tenant with respect to the
matters that are the subject of the Lease; and all
provisions and covenants of the Lease shall remain in full
force and effect as stated therein, except to the extent as
specifically amended by the provisions of the Amendment. The
terms and conditions of this Amendment shall inure to the
benefit of and be binding upon each of the parties hereto
and their respective successors and assigns.

18.  Capitalized Terms.  Except as otherwise defined in this
Amendment, all capitalized terms used herein shall have the
meaning given to such terms in the Lease.

19.  Counterparts.   To  facilitate execution  of  this
Amendment, this Amendment may be executed in one or more
counterparts as may be convenient or required, and an
executed copy of this Amendment delivered by facsimile shall
have the effect of an original, executed instrument. All
counterparts of this Amendment shall collectively constitute
a single instrument, but in making proof of this Amendment,
it shall not be necessary to produce or account for more
than one such counterpart.

IN  WITNESS  WHEREOF, this Amendment has been  executed  and
delivered effective as of the date and year first above written.


                              LANDLORD:

                              STEVENS CREEK ASSOCIATES,
                              A California general partnership

                              By:  TrizecHahn Centers Inc.
                              Its: General Partner

                                   By: //Antonio A. Bismonte
                                   Name:  Antonio A. Bismonte
                                   Title: Senior Vice President

                                   By: //Donald R. Brown
                                   Name: Donald R. Brown
                                   Title: Senior Vice President

                              TENANT:

                              AMRESCO COMMERCIAL FINANCE, INC.
                              A Nevada corporation

                                   By: //L. Keith Blackwell
                                   Name:  L. Keith Blackwell
                                   Title: Senior Vice President

                              AMRESCO, INC.
                              A Delaware corporation

                                   By: // L. Keith Blackwell
                                   Name:  L. Keith Blackwell
                                   Title: Senior Vice President



List of Attachments:

Exhibit "A"-   Surrendered Space
Exhibit "B"-   Depiction of Premises
Exhibit "C"-   Basic Rental Schedule
Exhibit "D"-   Renewal Option
Exhibit "E"-   Termination Option