INCENTIVE BONUS AGREEMENT


      THIS  INCENTIVE BONUS AGREEMENT (this "Agreement") is  made
and  entered  into as of April 24, 2000, by and between  AMRESCO,
INC.,  a  Delaware  corporation (together with its  subsidiaries,
"AMRESCO"), L. KEITH BLACKWELL (the "Executive") and  each  other
person  listed on Exhibit A hereto (together with the  Executive,
the "Eligible Employees").

                        R E C I T A L S:

A.   AMRESCO  recognizes  that the current  business  environment
     makes  it  difficult to attract and retain highly  qualified
     executives  who  can utilize their talents to  increase  and
     maximize  stockholder  value  unless  a  certain  degree  of
     security  can  be offered with respect to such  individuals'
     compensation and continued employment; and

B.   AMRESCO  desires  to  reward  the  Eligible  Employees   for
     services  provided  in  connection with  the  management  of
     AMRESCO   and  for  the  Eligible  Employees'  services   in
     connection  with  improvements in, and realization  of,  the
     value of AMRESCO; and

C.   The  Board  of  Directors of AMRESCO (the "Board")  believes
     that  it  is  in  the  best interests  of  AMRESCO  and  its
     stockholders for AMRESCO to align the economic  interest  of
     the  Eligible  Employees  with  those  of  AMRESCO  and  its
     stockholders   and  provide  the  Eligible  Employees   with
     compensation  which is reasonable and currently  competitive
     with  those  of other corporations in similar financial  and
     business  situations  and,  in  order  to  accomplish  these
     objectives, the Board has caused AMRESCO to enter into  this
     Agreement; and

D.   The   Eligible  Employees  and  AMRESCO  have  reached   the
     following  agreement  relating to  the  Eligible  Employees'
     rendering of personal services to AMRESCO.

                       A G R E E M E N T:

      NOW,  THEREFORE, in consideration of the premises, and  the
mutual  promises  and  conditions contained herein,  the  parties
hereto agree as follows:

     1.   TERM.  This Agreement shall commence on the date hereof, and
shall  continue until March 31, 2005.  On March 31, 2005 (and  on
each  one-year anniversary thereafter) the term hereof  shall  be
extended automatically for successive one-year periods, unless no
fewer  than  thirty (30) days prior to March  31,  2005,  or  the
appropriate  March  31 thereafter, AMRESCO shall  have  delivered
written  notice to the Executive that AMRESCO wishes to terminate
the  automatic annual renewal of this Agreement.  Notwithstanding
termination of any Eligible Employees' employment, this Agreement
shall remain in effect until all of the obligations hereunder  of
the parties are satisfied.

     2.   BONUS AWARDS.

     2.1  Awards.  Each Eligible Employee will be eligible to receive
an  Award  (defined  in this Section 2.1) if  (a)  such  Eligible
Employee  is  employed by AMRESCO on the  date  of  a  Change  of
Control  (defined  in  Section 4); (b) such  Eligible  Employee's
employment  is  terminated by AMRESCO without Cause  (defined  in
Section  3.1) prior to a Change of Control; or (c) such  Eligible
Employee  terminates  his  or  her  employment  for  Good  Reason
(defined   in  Section  3.2)  prior  to  a  Change  of   Control.
Termination  of  an  Eligible  Employee's  employment  under  the
circumstances  described  in  item  (b)  or  item  (c)   of   the
immediately-preceding  sentence  is  referred  to  herein  as   a
"Termination Event."  An Eligible Employee's "Award" shall be  an
amount  equal  to the product of the Bonus Pool  (as  defined  in
Section 2.3 and as applicable to the Termination Event or  Change
of  Control  that  gives rise to such Award)  multiplied  by  the
percentage  set forth opposite such Eligible Employee's  name  on
Exhibit  A; provided, however, that an Eligible Employee's  Award
may  be adjusted as provided in Section 2.3(c) and the percentage
set forth opposite an Eligible Employee' name may be adjusted  as
set forth in Section2.2.

     2.2  Termination of Status as an Eligible Employee.  A person
listed  on  Exhibit  A  shall cease to be  an  Eligible  Employee
hereunder  (and  shall cease to be eligible for  any  Award)  if,
prior  to  the occurrence of a Change of Control or a Termination
Event  relating to such person, such person's employment  is  (a)
terminated by AMRESCO for Cause or (b) terminated by such  person
for   any   reason   other  than  for   Good   Reason   (each   a
"Disqualification Event"). If any person ceases to be an Eligible
Employee  due to any Disqualification Event, the percentages  set
forth  on  Exhibit  A  opposite the name of the  individuals  who
continue   to  be  Eligible  Employees  shall  automatically   be
increased, pro rata (without the need for any amendment  hereto),
such that the sum of the adjusted percentages is equal to the sum
of  (x) the percentages of such individuals as in effect prior to
such adjustments, plus (y) the percentage set forth opposite  the
name  of  the  person who was the subject of the Disqualification
Event.

     2.3   Bonus  Pool.  The "Bonus Pool" shall be determined  as
follows:

            (a)   Termination Event.  If the Bonus Pool is to  be
       calculated  for  an  Award  or  Awards  to  be   paid   in
       connection with a Termination Event, the Bonus Pool  shall
       be $5.0 million.

            (b)   Change of Control.  If the Bonus Pool is to  be
       calculated  for  an  Award  or  Awards  to  be   paid   in
       connection with a Change of Control, the Bonus Pool  shall
       be  an amount equal to the remainder of (i) the sum of (A)
       $5.0  million  and  (B) ten percent (10%)  of  the  Actual
       Value  (defined  in this Section 2.3) of  the  Company  in
       excess  of $200.0 million, minus (ii) the amount (if  any)
       paid  by AMRESCO as an Award or Awards in connection  with
       any  Termination Event occurring prior to the date of such
       Change of Control.

            (c)   Adjustment  for  Change of Control  within  Six
       Months  of  a Termination Event.  If an Eligible  Employee
       receives an Award in connection with a Termination  Event,
       and  AMRESCO  is subject to a Change of  Control  that  is
       effective not more than six (6) months after the  date  of
       such  Termination  Event,  then  AMRESCO  shall  determine
       whether  the  Bonus  Pool for the  Change  of  Control  is
       greater  than  $5.0  million.  If the  Change  of  Control
       Bonus  Pool  is  larger, then AMRESCO shall  pay  to  such
       Eligible  Employee  an  additional  payment  (a  "Top-Up")
       equal  to  the  remainder of (i) the product  of  (A)  the
       Bonus  Pool  (as  calculated for such Change  of  Control)
       multiplied  by (B) the percentage set forth opposite  such
       Eligible Employee's name on Exhibit A (as in effect as  of
       the  Termination  Event), minus (ii)  the  Amount  of  the
       Award  paid upon such Termination Event.

            (d)  Maximum Bonus Pool.  Notwithstanding any provision
        hereof to the contrary, the total Bonus Pool paid out to all
        the Eligible Employees shall not exceed $25.0 million.

     "Actual  Value" means the total enterprise value of  AMRESCO
(determined without giving effect to the payment of any Award  or
Awards  to be paid or to be paid hereunder and further determined
as  if any distributions to, or stock repurchases from, AMRESCO's
stockholders  (to the extent any such transactions  occur  during
the period beginning on the date hereof and ending on the date of
any  Change of Control) had not occurred, but instead determining
Actual  Value as if AMRESCO had retained the funds used  in  such
transactions), as determined in good faith by mutual agreement of
the Board and the Executive (who is hereby appointed to serve  as
attorney-in-fact  for  such purpose on behalf  of  each  Eligible
Employee); provided, however, that if the Executive and the Board
are  not able to agree on the Actual Value of the Company  (or  a
formula for determining Actual Value) by a date that is not  less
than  ten  (10)  business days before the date  of  the  proposed
Change  of Control, then such Actual Value shall be as determined
by an investment banking firm of nationally-recognized reputation
that  is mutually acceptable to the Board and the Executive.   If
the  Executive ceases at any time to be an Eligible Employee,  or
otherwise   becomes  unable  to  serve  as  the  attorney-in-fact
hereunder, then the next Eligible Employee (as listed on  Exhibit
A) who continues as an Eligible Employee shall serve as attorney-
in-fact for all the Eligible Employees for the purposes set forth
in  this  paragraph  and for the purpose of  receiving  any  non-
renewal notices under Section 1.

     2.4  Payment of Bonuses.  AMRESCO shall pay each Award in cash in
a lump sum, minus applicable payroll withholdings, not later than
(a) the 30th day after the Date of Termination or (b) the date on
which the Change of Control of AMRESCO occurs, as applicable.

     3.   TERMINATION OF EMPLOYMENT.

     3.1  Cause.  For the purposes hereof, AMRESCO shall have "Cause"
to terminate an Eligible Employee's employment hereunder upon (a)
the  willful  and continued failure by such Eligible Employee  to
perform  his  or her duties with AMRESCO  (other  than  any  such
failure  resulting  from incapacity due  to  physical  or  mental
illness)  after  the Board delivers to such Eligible  Employee  a
written  demand  for  substantial performance which  specifically
identifies  the  manner  in which the Board  believes  that  such
Eligible  Employee  has not substantially performed  his  or  her
duties  or (b) the willful engaging by such Eligible Employee  in
gross   misconduct  materially  and  demonstrably  injurious   to
AMRESCO.  For purposes of this Section 3.1, no act, or failure to
act, on an Eligible Employee's part shall be considered "willful"
if,  in such Eligible Employee's sole judgment, his or her action
or  omission was done, or omitted to be done, in good  faith  and
with  a reasonable belief that his or her action or omission  was
in the best interests of AMRESCO.  Notwithstanding the foregoing,
solely  for purposes of clauses (a) and (b) of the first sentence
of this Section 3.1, no Eligible Employee shall be terminated for
Cause  unless and until there shall have been delivered  to  such
Eligible  Employee  a copy of a resolution duly  adopted  by  the
affirmative vote of not less than two-thirds (2/3) of the  entire
authorized  membership of the Board at a  meeting  of  the  Board
called  and held for the purpose (after reasonable notice and  an
opportunity for such Eligible Employee, together with counsel for
such  Eligible  Employee, to be heard before the Board),  finding
that  in  the  good  faith  opinion of the  Board  such  Eligible
Employee was guilty of conduct set forth above in clauses (a)  or
(b)  of the first sentence of this Section 3.1 and specifying the
particulars thereof in reasonable detail.

     3.2  Good Reason.  An Eligible Employee may terminate his or her
employment  for Good Reason.  For purposes hereof, "Good  Reason"
shall mean:

          (a)  Without such Eligible Employee's express written consent,
     the assignment to him or her of any duties inconsistent with his
     or her positions, duties, responsibilities and status with
     AMRESCO  as of a date immediately prior to such changed
     assignment, or a change in his or her reporting responsibilities,
     titles or offices, or any removal of such Eligible Employee from,
     or any failure to re-elect such Eligible Employee to, any of such
     positions, except in connection with the termination of his or
     her employment for Cause, death, retirement or by such Eligible
     Employee other than for Good Reason;

          (b)  A reduction by AMRESCO in such Eligible Employee's base
     salary as in effect as of the date hereof and as increased from
     time to time;

          (c)  A reduction by AMRESCO in the bonus payable to such Eligible
     Employee in any year below a percentage (however, for Bradford A.
     Wagoner it shall be a reduction of his bonus below $50,000) of
     such Eligible Employee's then base salary equal to the average
     percentage of such Eligible Employee's base salary represented by
     the bonuses received by such Eligible Employee for the three (3)
     years (or, if shorter, the years of such Eligible Employee's
     employment by AMRESCO) immediately preceding the year in which a
     termination of employment occurs as percentages of his or her
     base salary in each of such three (3) years (or shorter number of
     years).  By way of example, but not in limitation of the
     provisions of this paragraph (c), assume a termination of
     employment occurs in 2001, and such Eligible Employee received
     bonuses for each of 1998, 1999, and 2000 as follows:  30% of his
     or her base salary for 1998; 50% of his or her base salary for
     1999; and 50% of his or her base salary for 2000.  If such
     Eligible Employee receives a bonus for 2001 which is less than
     43.33% of his or her 2001 base salary, such Eligible Employee
     shall have "Good Reason" for terminating his or her employment
     under this Section 3.2.  If such Eligible Employee was only
     employed during 1999 and 2000, using the same facts as recited
     herein, such Eligible Employee would have "Good Reason" to
     terminate his or her employment if his or her 2001 bonus was less
     than 50% of his or her 2001 base salary;

          (d)  AMRESCO's requiring such Eligible Employee to be based
     anywhere other than either AMRESCO's offices at which such
     Eligible Employee is based as of the date hereof or at AMRESCO's
     offices which are no more than 75 miles from the offices at which
     such Eligible Employee is based as of the date hereof, except for
     required travel on AMRESCO's business to an extent substantially
     consistent with his or her business travel obligations as of the
     date hereof, or, in the event such Eligible Employee consents to
     any relocation beyond such 75-mile radius, the failure by AMRESCO
     to pay (or reimburse such Eligible Employee) for all reasonable
     moving expenses incurred by him or her relating to a change of
     his or her principal residence in connection with such relocation
     and to indemnify such Eligible Employee against any loss (defined
     as the difference between the actual sale price of such residence
     and the greater of (i) his or her aggregate investment in such
     residence or (ii) the fair market value of such residence as
     determined by a real estate appraiser designated by such Eligible
     Employee and reasonably satisfactory to AMRESCO) realized on the
     sale of such Eligible Employee's principal residence in
     connection with any such change of residence;

          (e)  The failure by AMRESCO to continue in effect any benefit or
     compensation plan (including but not limited to any stock option
     plan, pension plan, life insurance plan, health and accident plan
     or  disability plan) in which such Eligible Employee is
     participating as of the date hereof (or plans providing
     substantially similar benefits), the taking of any action by
     AMRESCO which would adversely affect such Eligible Employee's
     participation in or materially reduce his or her benefits under
     any of such plans or deprive him or her of any material fringe
     benefit enjoyed by him or her, or the failure by AMRESCO to
     provide such Eligible Employee with the number of paid vacation
     days to which he is then entitled on the basis of years of
     service with AMRESCO in accordance with AMRESCO's normal vacation
     policy in effect as of the date hereof;

          (f)  Any failure of AMRESCO to obtain the assumption of, or the
     agreement to perform, this Agreement by any successor as
     contemplated in Section 6.1;

          (g)  Any purported termination of such Eligible Employee's
     employment which is not effected pursuant to a Notice of
     Termination satisfying the requirements of Section 3.3 (and, if
     applicable, Section 3.1); and for purposes hereof, no such
     purported termination shall be effective; or

          (h)  Eligible Employee's death or his or her incapacity due to
     physical or mental illness results in his or her absence from his
     or her duties with AMRESCO on a full-time basis for one hundred
     twenty (120) consecutive days.

     For   purposes   of  this  Section  3.2,  any   good   faith
determination of "Good Reason" made by an Eligible Employee shall
be conclusive and binding on the parties.

     3.3  Notice of Termination.  Any termination pursuant to the
foregoing provisions of this Article 3 (including termination due
to an Eligible Employee's death) shall be communicated by written
Notice  of  Termination to the other party hereto.  For  purposes
hereof, a "Notice of Termination" shall mean a notice which shall
indicate  the specific termination provision herein  relied  upon
and   shall  set  forth  in  reasonable  detail  the  facts   and
circumstances claimed to provide a basis for termination of  such
Eligible  Employee's employment under the provision so indicated.
In  the event that such Eligible Employee seeks to terminate  his
or her employment with AMRESCO pursuant to Section 3.2, he or she
must  communicate  his or her written Notice  of  Termination  to
AMRESCO  within sixty (60) days of being notified of such  action
or   actions   by  AMRESCO  which  constitute  Good  Reason   for
termination.

     3.4  Date of Termination.  "Date of Termination" shall mean (a)
if this Agreement is terminated pursuant to Section 3.2, the date
specified in the Notice of Termination and (b), if such  Eligible
Employee's  employment is terminated for any  other  reason,  the
date on which a Notice of Termination is given.

     4.    Change of Control.  For purposes hereof, a "Change  of
Control"  shall  mean any one of the following:   (i)  Continuing
Directors  (the  Term "Continuing Director" means any  individual
who  is a member of the Board on the date hereof or was nominated
for  election as a director by, or whose nomination as a director
was  approved  by,  the  Board with the  affirmative  vote  of  a
majority  of  the Continuing Directors.) no longer  constitute  a
majority  of  the Board; (ii) any person or group of persons  (as
defined in Rule 13d-5 under the Securities Exchange Act of  1934,
as  amended  {Rule 13d-5}), together with his or its  affiliates,
becomes the beneficial owner, directly or indirectly, of  25%  or
more  of AMRESCO's then outstanding securities entitled generally
to vote for the election of AMRESCO's directors; (iii) the merger
or  consolidation of AMRESCO with any other entity if AMRESCO  is
not  the surviving entity and any person or group of persons  (as
defined  in Rule 13d-5), together with his or its affiliates,  is
the  beneficial owner, directly or indirectly, of 25% or more  of
the  surviving  entity's  then  outstanding  securities  entitled
generally  to  vote  for the election of the  surviving  entity's
directors;  or (iv) the sale of all or substantially all  of  the
assets of AMRESCO or the liquidation or dissolution of AMRESCO.

     5.   Taxes.

     5.1       Gross-Up Payment.  In the event it shall be determined
that  any payment, distribution or benefit of any type by AMRESCO
to  or for the benefit of such Eligible Employee, whether paid or
payable  or  distributed or distributable pursuant to  the  terms
hereof  or  otherwise (the "Total Payments"), would constitute  a
"parachute  payment" as defined in Section 280G of  the  Internal
Revenue  Code  of  1986, as amended (the "Code"),  and  would  be
subject to the excise tax imposed by Section 4999 of the Code, or
any  interest or penalties with respect to such excise tax  (such
excise  tax,  together with any such interest and penalties,  are
collectively referred to as the "Excise Tax"), then such Eligible
Employee  shall be entitled to receive an additional  payment  (a
"Gross-Up Payment") in an amount such that after payment by  such
Eligible Employee of all taxes (including additional excise taxes
imposed  upon  the  Gross-Up  Payment),  such  Eligible  Employee
retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed  upon the Total Payments.  AMRESCO shall pay the Gross-Up
Payment  to  such Eligible Employee within thirty  (30)  business
days  after  such  Eligible Employee's Termination  Date  or  the
Change of Control whichever is appropriate.

     5.2  Determination by Accountant.  All determinations required to
be  made  under  this  Article 5, including  whether  a  Gross-Up
Payment  is  required  and the amount of such  Gross-Up  Payment,
shall  be  made  by the independent accounting firm  retained  by
AMRESCO  on the date of the Termination Date or Change of Control
(the  "Accounting Firm"), which shall provide detailed supporting
calculations  both to AMRESCO and such Eligible  Employee  within
fifteen  (15) business days of the Termination Date or Change  of
Control,  if  applicable, or such earlier time  if  requested  by
AMRESCO.  If the Accounting Firm determines that no Excise Tax is
payable by such Eligible Employee, it shall furnish such Eligible
Employee with an opinion that he or she has substantial authority
not  to  report any Excise Tax on his or her federal  income  tax
return.   Any  determination  by the  Accounting  Firm  shall  be
binding upon AMRESCO and such Eligible Employee.  As a result  of
the uncertainty in the application of Section 4999 of the Code at
the  time  of  the  initial determination by the Accounting  Firm
hereunder, it is possible that Gross-Up Payments which  will  not
have been made by AMRESCO should have been made ("Underpayment"),
consistent  with the calculations required to be made  hereunder.
In  the  event  that  AMRESCO exhausts its remedies  pursuant  to
Section 5.3 and such Eligible Employee thereafter is required  to
make  a  payment  of  any Excise Tax, the Accounting  Firm  shall
determine  the amount of the Underpayment that has  occurred  and
any such Underpayment shall be promptly paid by AMRESCO to or for
the benefit of such Eligible Employee.

     5.3  Notification Required. Such Eligible Employee shall notify
AMRESCO  in writing of any claim by the Internal Revenue  Service
that, if successful, would require the payment by AMRESCO of  the
Gross-Up Payments.  Such notification shall be given as  soon  as
practicable but no later than ten (10) business days  after  such
Eligible  Employee knows of such claim and shall apprise  AMRESCO
of  the nature of such claim and the date on which such claim  is
requested to be paid.  Such Eligible Employee shall not pay  such
claim  prior  to  the expiration of the thirty  (30)  day  period
following  the date on which it gives such notice to AMRESCO  (or
such  shorter period ending on the date that any payment of taxes
with  respect  to such claim is due).  If AMRESCO  notifies  such
Eligible  Employee  in writing prior to the  expiration  of  such
period  that  it  desires to contest such  claim,  such  Eligible
Employee shall:

          (a)  give AMRESCO any information reasonably requested by AMRESCO
     relating to such claim;

          (b)  take such action in connection with contesting such claim as
     AMRESCO shall reasonably request in writing from time to time,
     including, without limitation, accepting legal representation
     with respect to such claim by an attorney paid by AMRESCO
     reasonably selected by AMRESCO,

          (c)  cooperate with AMRESCO in good faith in order to effectively
     contest such claim,

          (d)  permit AMRESCO to participate in any proceedings relating to
     such claim, provided, however, that AMRESCO shall bear and pay
     directly all costs and expenses (including additional interest
     and penalties) incurred in connection with such contest and shall
     defend, indemnify and hold such Eligible Employee harmless, on an
     after-tax basis, for any Excise Tax or income tax, including
     interest and penalties with respect thereto, imposed as a result
     of  such  representation any payment of costs and  expenses.
     Without limitation on the foregoing provisions of this Section
     5.3, AMRESCO shall control all proceedings taken in connection
     with such contest and, at its sole option, may pursue or forgo
     any and all administrative appeal, proceedings, hearings and
     conferences with the taxing authority in respect of such claim
     and may, at its sole option, either direct such Eligible Employee
     to pay the tax claimed and sue for a refund, or contest the claim
     in any permissible manner, and such Eligible Employee agrees to
     prosecute  such  contest  to  a  determination  before   any
     administrative tribunal, in a court of initial jurisdiction and
     in one or more appellate courts, as AMRESCO shall determine;
     provided, however, that if AMRESCO directs such Eligible Employee
     to pay such claim and sue for a refund, AMRESCO shall advance the
     amount of such payment to such Eligible Employee, on an interest-
     free basis and shall defend, indemnify and hold such Eligible
     Employee harmless, on an after-tax basis, from any Excise Tax or
     income tax, including interest or penalties with respect thereto,
     imposed with respect to such advance or with respect to  any
     imputed income with respect to such advance; and further provided
     that any extension of the statute of limitations relating to the
     payment of taxes for the taxable year of such Eligible Employee
     with respect to which such contested amount is claimed to be due
     is  limited  solely to such contested amount.   Furthermore,
     AMRESCO's control of the contest shall be limited to issues with
     respect to which a Gross-Up Payment would be payable hereunder
     and  such  Eligible Employee shall be entitled to settle  or
     contest, as the case may be, any other issue raised  by  the
     Internal Revenue Service or any other taxing authority.

     5.4  Repayment.  If, after the receipt by such Eligible Employee
of  an  amount advanced by AMRESCO pursuant to Section 5.1,  such
Eligible  Employee becomes entitled to receive  any  refund  with
respect  to such claim, such Eligible Employee shall (subject  to
AMRESCO's  complying  with  the  requirements  of  Section   5.3)
promptly pay to AMRESCO the amount of such refund (together  with
any  interest  paid  or credited thereon after  taxes  applicable
thereto).  If, after the receipt by such Eligible Employee of  an
amount   advance   by  AMRESCO  pursuant  to   Section   5.1,   a
determination is made that such Eligible Employee  shall  not  be
entitled  to  any refund with respect to such claim  and  AMRESCO
does  not notify such Eligible Employee in writing of its  intent
to  contest  such denial of refunding prior to the expiration  of
thirty  (30)  days  after such determination, then  such  advance
shall be forgiven and shall not be required to be repaid and  the
amount  of such advance shall offset, to the extent thereof,  the
amount of Gross-Up Payment required to be paid.

     5.5       Mitigation or Set-off of Amounts Payable Hereunder.
Such  Eligible  Employee shall not be required  to  mitigate  the
amount of any payment provided for in Article 2 or this Article 5
by seeking other employment or otherwise, nor shall the amount of
any  payment  provided for in this Article 5 be  reduced  by  any
compensation  earned by such Eligible Employee as the  result  of
employment by another employer after the Date of Termination,  or
otherwise.   AMRESCO's obligations hereunder also  shall  not  be
affected  by  any set-off, counterclaim, recoupment,  defense  or
other claim, right or action which AMRESCO may have against  such
Eligible Employee.

     6.   SUCCESSORS; BINDING AGREEMENT.

     6.1  Successors of AMRESCO.  AMRESCO will require any successor
(whether  direct or indirect, by purchase, merger,  consolidation
or  otherwise) to all or substantially all of the business and/or
assets   of   AMRESCO,  by  agreement  in  form   and   substance
satisfactory to such Eligible Employee, expressly to  assume  and
agree  to  perform this Agreement in the same manner and  to  the
same  extent that AMRESCO would be required to perform it if such
Eligible   Employee  had  terminated  employment  but   no   such
succession  had taken place.  Failure of AMRESCO to  obtain  such
agreement prior to the effectiveness of any such succession shall
be  a  breach hereof and shall entitle such Eligible Employee  to
compensation  from AMRESCO in the same amount  and  on  the  same
terms  as  such Eligible Employee would be entitled hereunder  if
such  Eligible Employee terminated his or her employment for Good
Reason,  except that for purposes of implementing the  foregoing,
the date on which any such succession becomes effective shall  be
deemed the Date of Termination.  As used herein, "AMRESCO,  INC."
shall  mean AMRESCO as hereinbefore defined and any successor  to
its  business  and/or  assets  as aforesaid  which  executes  and
delivers the agreement provided for in this Section 6.1 or  which
otherwise becomes bound by all the terms and provisions hereof by
operation of law.

     6.2  Such Eligible Employee's Heirs, etc.  This Agreement shall
inure  to  the  benefit of and be enforceable  by  such  Eligible
Employee's   personal   or   legal  representatives,   executors,
administrators,  successors, heirs,  distributees,  devisees  and
legatees.  If such Eligible Employee should die while any amounts
would  still be payable to him or her hereunder as if he  or  she
had  continued  to  live,  all  such  amounts,  unless  otherwise
provided  herein,  shall  be paid in accordance  with  the  terms
hereof  to  his or her designee or, if there be no such designee,
to his or her estate.

     6.3  Notice.  For the purposes hereof, notices and all other
communications provided for herein shall be in writing and  shall
be  deemed  to have been duly given when delivered or  mailed  by
United  States  registered  or  certified  mail,  return  receipt
requested, postage prepaid, addressed to AMRESCO at its principal
place  of  business and to such Eligible Employee at his  or  her
address  as  shown on the records of AMRESCO, provided  that  all
notices  to  AMRESCO shall be directed to the  attention  of  the
Chief  Executive Officer of AMRESCO with a copy to the  Secretary
of  AMRESCO, or to such other in writing in accordance  herewith,
except that notices of change of address shall be effective  only
upon receipt.

     6.4   Miscellaneous.  No provisions hereof may  be  amended,
modified,  waived  or discharged unless such  amendment,  waiver,
modification or discharge is agreed to in writing signed by  such
Eligible  Employee  and  such  officer  as  may  be  specifically
designated  by  the  Board  (which shall  in  any  event  include
AMRESCO's  Chief Executive Officer).  No waiver by  either  party
hereto at any time of any breach by the other party hereto of, or
compliance  with,  any  condition  or  provision  hereof  to   be
performed by such other party shall be deemed a waiver of similar
or  dissimilar  provisions or conditions at the same  or  at  any
prior or subsequent time.  No agreements or representations, oral
or  otherwise,  express or implied, with respect to  the  subject
matter  hereof have been made by either party which are  not  set
forth expressly herein. This Agreement is in addition to any  and
all severance compensation agreements, severance plans, severance
policies,   practices,  arrangements  or  programs,  written   or
unwritten,  that  the Employer may have had in  effect  for  such
Eligible Employee from time to time prior to the date hereof.

     6.5   Validity.  The invalidity or unenforceability  of  any
provisions hereof shall not affect the validity or enforceability
of  any other provision hereof, which shall remain in full  force
and effect.

     6.6  Non-Exclusivity of Rights.  Nothing herein shall prevent or
limit such Eligible Employee's continuing or future participation
in  any  benefit,  bonus,  incentive or other  plans,  practices,
policies or programs, including, but not limited to any severance
agreement(s)  to  which such Eligible Employee  is  a  party  to,
provided  by  AMRESCO  and for which such Eligible  Employee  may
qualify, nor shall anything herein limit or otherwise affect such
rights  as such Eligible Employee may have under any stock option
or  other  agreements  with AMRESCO.  Amounts  which  are  vested
benefits or which such Eligible Employee is otherwise entitled to
receive under any plan, practice, policy or program of AMRESCO at
or  subsequent  to the Date of Termination or Change  of  Control
shall  be payable in accordance with such plan, practice,  policy
or program.

     6.7  Legal Expenses.  AMRESCO agrees to pay, upon written demand
therefor  by such Eligible Employee, all legal fees and  expenses
which such Eligible Employee may reasonably incur as a result  of
any dispute or contest (regardless of the outcome thereof) by  or
with  AMRESCO  or others regarding the validity or enforceability
of,  or  liability under, any provision hereof  (including  as  a
result of any contest about the amount of any payment pursuant to
Section  5.2),  plus  in each case interest  at  the  "applicable
Federal rate" (as defined in Section 1274(d) of the Code). In any
such  action brought by such Eligible Employee for damages or  to
enforce any provisions hereof, he shall be entitled to seek  both
legal  and  equitable  relief  and remedies,  including,  without
limitation,   specific   performance  of  AMRESCO's   obligations
hereunder, in his or her sole discretion.

     6.8  Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but
all   of  which  together  will  constitute  one  and  the   same
instrument.

     6.9  Governing Law.  This Agreement shall be governed by and
construed  under the laws of the State of Texas,  without  giving
effect to principles of conflict of laws.

     6.10 Captions and Gender.  The use of captions, Article  and
Section  headings herein is for purposes of convenience only  and
shall   not  effect  the  interpretation  or  substance  of   any
provisions contained herein.  Similarly, the use of the masculine
gender  with  respect  to  pronouns herein  is  for  purposes  of
convenience and includes either sex who may be a signatory.



      IN  WITNESS  WHEREOF, the parties hereto have  signed  this
Agreement as of the day and year first above written.

                              AMRESCO, INC.


                              By:
                              Name:   Robert H. Lutz, Jr.
                              Title:  President and
                                      Chief Executive Officer


                                      L. Keith Blackwell


                                      Ronald B. Kirkland


                                      Pamela L. Ragon


                                      Charles Bruce Robertson


                                      Bradford A. Wagoner

Exhibit A


     Name                     Share


1.   L. Keith Blackwell             40%

2.   Ronald B. Kirkland             20%

3.   Charles Bruce Robertson        20%

4.   Bradford A. Wagoner            10%

5.   Pamela L. Ragon                10%