Lease Expansion and Fourth Amendment to Lease Agreement

     This Lease Expansion and Fourth Amendment to Lease Agreement
("Fourth  Amendment") is entered into as  of  the  _____  day  of
,  1997,  between  KAB  Plaza Partners, L. P.,  a  Texas  limited
partnership   ("Landlord"),  and  AMRESCO,   INC.,   a   Delaware
corporation ("Tenant").

                     W I T N E S S E T H :

     WHEREAS,   K-P  Plaza Limited Partnership, a  Texas  limited
partnership  ("K-P Plaza"), and Tenant entered into that  certain
Office  Lease 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  2400  in  the office building located at 700  North  Pearl
Street (the "North Tower") within the development commonly  known
as  the  Plaza of the Americas situated on Blocks 257 and 258  in
the City of Dallas, Texas;

     WHEREAS,   K-P  Plaza 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 North Tower on a temporary
basis until December 31, 1997 (the "Temporary Premises"), all  as
set forth in the Second Amendment;

     WHEREAS,  K-P  Plaza  and  Tenant entered  into  that  Third
Amendment  to  Lease Agreement dated September 22,  1997  ("Third
Amendment"),  whereby Tenant leased an additional 3,128  rentable
square feet of area located on the 16th floor of the North  Tower
on  a temporary basis until March 31, 1998 ("Additional Temporary
Premises"), all as set forth in the Third Amendment (such  Office
Lease  Agreement,  as  amended by the First,  Second,  and  Third
Amendments, is hereafter referred to as the "Lease");

     WHEREAS, Landlord is the successor-in-interest to K-P  Plaza
and  has assumed all of K-P Plaza's obligations under the  Lease;
and

     WHEREAS,  Landlord and Tenant desire to amend the Lease  to,
among  other  things, expand the Premises (as  described  in  the
Basic Office Lease Information incorporated into the Lease) by an
additional  32,139 rentable square feet of area on the  16th  and
19th  floors of the North Tower as shown on Exhibit "A"  to  this
Fourth  Amendment,  all as more fully set forth  in  this  Fourth
Amendment,  which areas also shall replace the areas  subject  to
Tenant's expansion option set forth in Exhibit "K" of the Lease;

     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 Fourth Amendment have the same meaning as in the Lease.

2.    Premises.   Beginning on January 1, 1998, the  Premises  as
described in the Basic Office Lease Information incorporated into
the  Lease will expand to include the 32,139 rentable square feet
of area located on the 16th and 19th floors of the North Tower as
shown  on  Exhibit  "A"  to  this  Fourth  Amendment  ("Expansion
Premises").  Thereafter, the Premises as described in  the  Basic
Office  Lease Information incorporated into the Lease will  total
162,745  rentable  square feet of area  --  which  Premises  will
include  the  space  on the 16th floor of the  North  Tower  that
presently  consists of the Temporary Premises and the  Additional
Temporary Premises.  Notwithstanding the terms of the Second  and
Third  Amendments  to  the  contrary, on  January  1,  1998,  the
Temporary  Premises  and the Additional Temporary  Premises  will
become  part  of  the Premises as described in the  Basic  Office
Lease  Information incorporated into the Lease, and the lease  of
such space will be governed by the terms of this Fourth Amendment
and  not  by  the  terms of the Second or Third Amendment.   Upon
delivery  of all of the Expansion Premises, Tenant shall  execute
and  deliver  to  Landlord, within 10  days  after  Landlord  has
requested  same, a letter confirming (i) the Tenant's  acceptance
of  the  Expansion Premises, (ii) the Rent Commencement Date  for
Expansion  (as  hereafter defined), and (iii) that  Landlord  has
performed  all  of its obligations with respect to the  Expansion
Premises.

3.    Term.  The Term of the Lease (i) remains unchanged by  this
Fourth Amendment and (ii) applies to the Expansion Premises.

4.    Basic  Rental.  Beginning on the date which is the  earlier
of:  (i)  Tenant's  occupancy of any  portion  of  the  Expansion
Premises  for the conduct of business or (ii) March 1, 1998  (the
earlier of such dates being hereinafter referred to as the  "Rent
Commencement Date for Expansion"), and continuing until  the  end
of the Term subject to the provisions of Section 2 of this Fourth
Amendment, the Basic Rental applicable to the Expansion  Premises
is  set  forth  in the following schedule and is payable  in  the
manner provided in Article 4 of the Lease:


                              Rental Rate per
          Months              Square Foot of      Rent Due
                              Rentable Area of
                              Expansion Premises

Rent Commencement Date for       $15.75        $42,182.44 per month
Expansion - October 31, 1998

Nov. 1, 1998 - Oct. 31, 1997     $16.00        $42,852.00 per month

Nov. 1, 1999 - Oct. 31, 2000     $16.25        $43,521.56 per month

Nov. 1, 2000 - Oct. 31, 2001     $16.50        $44,191.13 per month

Nov. 1, 2001 - Oct. 31, 2002     $16.75        $44,860.69 per month

Nov. 1, 2002 - Oct. 31, 2003     $17.00        $45,530.25 per month

Nov. 1, 2003 - Oct. 31, 2004     $17.25        $46,199.81 per month

Nov. 1, 2004 - Oct. 31, 2005     $17.50        $46,869.38 per month

Nov. 1, 2005 - Oct. 31, 2006     $17.75        $47,538.94 per month

The  Basic  Rental  set forth above applicable to  the  Expansion
Premises includes Tenant's Proportionate Share of Basic Costs for
the calendar year commencing January 1, 1998, and ending December
31,  1998, but does not include Tenant's share of electrical  and
other  utility charges described in Section 4.c of the Lease  and
elsewhere.   In  addition to the Basic Rental applicable  to  the
Expansion Premises set forth above, Tenant shall pay Landlord  in
the  manner provided for in the Lease all other amounts due under
the  Lease  applicable to the Original Premises and the Expansion
Premises,  including, without limitation, (i) Tenant's  share  of
the  Excess described in Exhibit "C" to the Lease for  the  years
after 1998, (ii) the Electrical Costs as set forth in Section 4.c
of  the  Lease,  and  (iii) the Basic Rental  applicable  to  the
Original  Premises  set  forth  in  Exhibit  "E"  of  the   First
Amendment.   Except  as  otherwise  expressly  provided   herein,
nothing  in  this Fourth Amendment effects the payment  of  Basic
Rental or other sums due under the Lease or its amendments.   For
the   purposes  of  calculating  the  Excess  applicable  to  the
Expansion  Premises under Exhibit "C" of the Lease,  the  cap  on
Controllable Expenses applies, but the Expense Stop applicable to
the  Expansion Premises shall be calculated using Basic Cost  for
the calendar year 1998.

5.    Tenant's  Proportionate Share.  Except for the  adjustments
set  forth in this Paragraph 5, Landlord and Tenant stipulate and
agree that for all purposes under this Lease, effective from  and
after   Rent  Commencement  Date  for  Expansion,  the   Tenant's
Proportionate  Share  is 15.565%.  It is further  stipulated  and
agreed  that  for  all  purposes under this Lease,  the  Tenant's
Proportionate  Share  is  obtained by dividing  (i)  the  162,745
rentable  square feet in the Premises (which includes a pro  rata
share  of  the  Common Areas) by (ii) 1,045,551.   The  foregoing
numbers of rentable square feet are stipulations and establish  a
material  part  of the economic basis for the execution  of  this
Lease  by  Landlord and shall not be adjusted unless the rentable
area  of  Premises is increased or decreased by the  addition  or
deletion of rentable area within the Buildings and an appropriate
amendment to this Lease is executed.

6.   Tenant Improvements; As Is.

     A.    TENANT AGREES TO ACCEPT THE EXPANSION PREMISES IN  ITS
"AS IS" CONDITION AS OF THE DATE OF THIS FOURTH AMENDMENT WITHOUT
REPRESENTATION OR WARRANTY OF ANY KIND BY LANDLORD, INCLUDING ANY
WARRANTY  OF  HABITABILITY OR FITNESS  FOR  ANY  PARTICULAR  USE.
Tenant  shall construct all tenant improvements to the  Expansion
Premises (the "Work") pursuant to plans and specifications to  be
prepared  and  agreed upon by Landlord and Tenant (the  "Plans").
Approval  by  Landlord of the Plans is not  a  representation  or
warranty of Landlord that such drawings are adequate for any use,
purpose,  or  condition, or that such drawings  comply  with  any
applicable law or code, but is merely the consent of Landlord  to
the  performance  of  the Work.  All changes  in  the  Work  must
receive the prior written approval of Landlord, and in the  event
of  any such approved change Tenant shall, upon completion of the
Work,  furnish Landlord with an accurate, reproducible "as-built"
plan (e.g., sepia) of the improvements as constructed, which plan
shall  be incorporated into this Lease by this reference for  all
purposes.

     B.     Tenant  shall  perform  all  Work  using  contractors
approved by Landlord in writing prior to the commencement of  the
Work,  which  approval  must  not  be  unreasonably  withheld  or
delayed.   Additionally,  Landlord must approve  in  writing  all
major subcontractors performing any portion of the Work involving
the  structural, mechanical, electrical, and plumbing  components
of  the  Work,  which  approval may be  granted  or  withheld  in
Landlord's   sole   discretion.   Landlord   must   approve   the
construction  contract  entered into by Tenant  and  its  general
contractor,  which  approval shall not be unreasonably  withheld,
conditioned or delayed, and such contract must provide for a  10%
retainage to be withheld by Tenant throughout the progress of the
Work  and  for  the  final  payment to such  contractor  of  such
retainage  to  be  made  no earlier than 30  days  following  the
completion of the Work.  All Work must be performed in a good and
workmanlike  manner  that is free of defects  and  is  in  strict
conformance  with the Plans and all applicable laws,  ordinances,
regulations,  and codes.  The Work must be performed  in  such  a
manner  and  at  such  times  as  to  maintain  harmonious  labor
relations  and  not to interfere with or delay  Landlord's  other
contractors,  the operation of the Buildings, and  the  occupancy
thereof  by  other  tenants.  All contractors and  subcontractors
shall  contact  Landlord and schedule time periods  during  which
they  may  use Buildings' facilities in connection with the  Work
(e.g., elevators, excess electricity, etc.)

     C.    Tenant  shall bear the entire cost of  performing  the
Work   (including,  without  limitation,  design  of  the   Work,
preparation of the Plans, and the payment of applicable taxes and
insurance  costs)  -- all of which costs are herein  collectively
called  the "Total Construction Costs"; provided, however, Tenant
will  receive  a  construction allowance from Landlord  equal  to
$567,689.25  [representing the sum of: (i) $21.90  multiplied  by
the  first  10,000  rentable  square  feet  of  area  within  the
Expansion   Premises  (i.  e.,  $219,000.00)  and  (ii)    $15.75
multiplied by the 22,139 rentable square foot of area within  the
balance of the Expansion Premises (i. e., $348,689.25)] (such sum
being  the  "Construction Allowance") for  the  sole  purpose  of
paying a portion of the Total Construction Costs.  Landlord shall
pay  the Construction Allowance to Tenant no more frequently than
once  per month on or before 30 days following Landlord's receipt
of  the  following  items  from Tenant: (i)  an  Application  and
Certificate  for Payment (AIA Document  G702) fully  executed  by
Tenant's   architect,   (ii)  paid  invoices   from   architects,
subcontractors, and suppliers evidencing the cost  of  performing
the Work, (iii) lien waivers from Tenant's general contractor and
all  parties referenced in item (ii) above, and (iv) with respect
to the final payment of the Construction Allowance, a certificate
of  occupancy  from  the appropriate governmental  authority,  if
applicable  to  the Work, or evidence of governmental  inspection
and approval of the Work.

     D.    Tenant,  its  contractors,  and  their  subcontractors
shall,  at  their sole expense, maintain in effect at  all  times
during the full term of the Work, insurance coverages with limits
not less than those set forth below with insurers licensed to  do
business  in Texas and acceptable to Landlord and under forms  of
policies  satisfactory  to Landlord.  None  of  the  requirements
contained herein as to types, limits, and Landlord's approval  of
insurance  coverage  to  be  maintained  by  the  above-mentioned
parties  are  intended to and shall not in any  manner  limit  or
qualify  the liabilities and obligations assumed by Tenant  under
the Lease.
                                                  Minimum Amounts
               Coverage                              and Limits

     1.   Worker's Compensation

          a)    Workers' Compensation           Statutory Limits
                Employer's Liability                $100,000

    This policy shall contain a Waiver of Subrogation in favor of Landlord.

     2.   Commercial General Liability

          a)    Bodily Injury/Property Damage            $500,000
                                                     each occurrence
                         or                       equivalent/$500,000
                                                       aggregate

     This  policy  shall  be  on a form acceptable  to  Landlord,
     endorsed to include Landlord as an additional insured during
     the  term  of  the  contract, state that this  insurance  is
     primary  insurance as regards to any other insurance carried
     by Landlord, and shall include the following coverages:

          a)   Premises/Operations

          b)   Independent Contractors

          c)   Completed  Operations for a period  of  two  years
               following acceptance of contractor's work

          d)   Broad Form Contractual Liability in support of the
               Indemnity section of this Lease.

          e)   Broad Form Property Damage

          f)   Personal  Injury  Liability with  contractual  and
               employee exclusions removed

     3.   Comprehensive Automobile Liability

          a)    Bodily Injury                   $250,000 per person
                                                $500,000 per occurrence

          b)    Property Damage                 $100,000 per occurrence

     4.   Umbrella Excess Liability Insurance

          a)  Bodily Injury/Property            $5,000,000 per occurrence
                                                $5,000,000 aggregate

     5.   Builder's Risk Policy

          Unless  otherwise provided, Tenant shall  purchase  and
          maintain  property insurance upon the Work at the  site
          to  the  full insurable value thereof.  This  insurance
          shall   include  the  interest  of  Landlord,   Tenant,
          contractor, and subcontractors in the Work and shall be
          written on an all risk form.

          The  policy  shall be written on an excess basis  above
          coverages  as  described in 1, 2, and 3  above,  naming
          Landlord as additional insured.

     6.   Contractor's Equipment Policy

          Any  such insurance policy covering contractor  or  its
          subcontractor's  equipment and tools  against  loss  by
          physical  damage  shall include an endorsement  waiving
          the insurer's right of subrogation against Landlord.

     7.   Tenant's  architect and engineer shall, at  their  sole
          expense,  maintain in effect at all  times  during  the
          full  term of the Work, insurance coverages with limits
          not less than those set forth in 1, 2, and 3 above,  as
          well  as professional liability insurance with a  limit
          of   not  less  than  $1,000,000  per  occurrence   and
          $1,000,000  aggregate  and with Landlord  named  as  an
          additional insured.

Evidence  of the above coverages, represented by Certificates  of
Insurance  issued by the insurance carrier must be  furnished  to
Landlord  prior to the contractor's starting work.   Certificates
of   Insurance  shall  specify  the  additional  insured   status
mentioned  above  as  well as the Waivers of  Subrogation.   Such
Certificates  of  Insurance shall state  that  Landlord  will  be
notified  in  writing  30  days prior to  cancellation,  material
change, or renewal of insurance.

     E.    If  a delay in the performance of the Work occurs  (a)
because of any change by Tenant to the Plans, (b) because of  any
specification by Tenant of materials or installations in addition
to or other than Landlord's standard finish-out materials, or (c)
if   Tenant  otherwise  delays  completion  of  the  Work,  then,
notwithstanding  any  provision to the contrary  in  this  Lease,
Tenant's  obligation to pay Rent with respect  to  the  Expansion
Premises  will  commence on the scheduled Rent Commencement  Date
for Expansion.

      F.    Landlord or its designee shall supervise the Work and
act as a liaison between the contractor and Tenant.

     7.    Parking.  Effective on the Rent Commencement Date  for
Expansion,  in  addition  to Tenant's right  to  utilize  certain
parking spaces in the Parking Garage as set forth in Exhibit  "G"
to  the  Lease  and so long as Tenant is not in material  default
under  this  Lease (nor does any condition exists that  with  the
passage of time or the giving of notice, or both, will constitute
a  default),  Tenant is permitted (but not obligated to)  utilize
twenty-two  (22)  additional undesignated parking  space  in  the
Parking  Garage,  subject to such rates,  terms,  conditions  and
regulations  as  are from time to time charged or  applicable  to
patrons  of  the Parking Garage.  The current market  rate  being
charged  patrons  of the Parking Garage for undesignated  parking
spaces is $115 a month per space.  Except as otherwise set  forth
in  this Fourth Amendment, the terms of  Exhibit "G" to the Lease
will apply to Tenant's use of such spaces.
     8.   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 Fourth Amendment other than  with
Prentiss  Properties  Limited, Inc. and Cushman  &  Wakefield  of
Texas,  Landlord  shall  pay such brokers all  lease  commissions
arising  out  of  this Fourth Amendment pursuant  to  a  separate
agreement.   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.

     9.    Expansion Option Exhibit.   Exhibit "K" of  the  Lease
entitled  "Expansion  Options" and  all  references  thereto  are
hereby  deleted  in  their entirety and the  following  paragraph
substituted in lieu thereof:

     So long as Tenant is not in material default under this
     Lease  (nor  does any condition exists  that  with  the
     passage of time or the giving of notice, or both,  will
     constitute  a default), Tenant shall have the  one-time
     option (the "Expansion Option") to increase the area of
     the Premises by a minimum of 9,000 rentable square feet
     and   a   maximum  of  11,000  rentable   square   feet
     ("Expansion  Option Space") located  either  (i)  on  a
     floor   in  the  North  Tower  contiguous  to  a  floor
     containing  the then existing Premises or (ii)  on  the
     same floor and adjacent to the then existing Premises -
     -  as  such  Expansion Option Space  is  designated  by
     Landlord  and  reasonably acceptable  to  Tenant.   The
     Expansion Option Space must be either (i) in one  block
     of contiguous space or (ii) in separate blocks of space
     that,  when  combined, will total the Expansion  Option
     Space, and all of the Expansion Option Space is subject
     to  the  renewal, expansion, or other rights  of  other
     tenants  as  of  the  date  of this  Fourth  Amendment.
     Tenant may exercise the Expansion Option (if at all) by
     delivery  of written notice to Landlord no  later  than
     January  1,  2003 (such deadline by which  Tenant  must
     exercise  the Expansion Option is hereinafter  referred
     to  as  the "Exercise Date").  In the event that Tenant
     fails  to timely  exercise the Expansion Option, Tenant
     shall  have no further expansion rights; time being  of
     the essence with respect to Tenant's exercise thereof.

     Following  the  exercise  by Tenant  of  the  Expansion
     Option, Landlord shall deliver to Tenant possession  of
     the Expansion Option Space in its "AS IS" condition  no
     earlier  than  June 1, 2003, and no later than  January
     31, 2004 (such date of delivery hereinafter referred to
     as  the  "Delivery  Date for Expansion  Option").   The
     Basic  Rental  for  the  Expansion  Option  Space  will
     commence on the date which is sixty (60) days following
     the  Delivery Date for Expansion Option and will  equal
     the  prevailing Market Rate (as defined in Exhibit  "P"
     to  this  Lease)  at  the Delivery Date  for  Expansion
     Option,  as  adjusted in the manner  provided  in  this
     Lease.   Prior  to  the  Delivery  Date  for  Expansion
     Option, Landlord and Tenant shall join in executing and
     delivering   an   amendment  to   the   Lease   clearly
     identifying the location and rentable square footage of
     the  Expansion  Option Space and specifying  the  Basic
     Rental  and  other  Rent payable with  respect  to  the
     Expansion  Option Space.  Except as set forth  in  this
     exhibit,  Tenant's lease of the Expansion Option  Space
     will  otherwise be on the same terms and conditions  as
     are  set  forth in this Lease with the same  Expiration
     Date.

     Tenant's  rights under this Exhibit "K" shall terminate
     if  (a)  this Lease or Tenant's right to possession  of
     the  Premises  is  terminated, (b) Tenant  assigns  its
     interest  in this Lease without Landlord's consent,  or
     (c)  Tenant sublets any portion of the Premises without
     Landlord's consent.

     10.   Management Company.  Tenant acknowledges that Prentiss
Properties Limited, Inc. is the Landlord's management and leasing
representative.

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

     12.  Entire Agreement.  This Fourth 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.

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

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

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

     16.   Lease.   As amended hereby, the Lease will govern  the
Expansion 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 Fourth Amendment, the term "Lease", when used in
the Lease, will mean the Lease, as further amended by this Fourth
Amendment.

     17.  Counterparts.  This Fourth 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  set
forth above.

                              AMRESCO, INC., a Delaware corporation

                              By:

                              Title:

                              KAB Plaza Partners, L. P.,
                              a Texas limited partnership

                              By:  AB Sub II, Inc.,
                                   its general partner

                                   By:

                                   Title: