LEASE EXPANSION AND FIFTH AMENDMENT TO LEASE AGREEMENT

THIS  LEASE EXPANSION AND FIFTH AMENDMENT TO LEASE AGREEMENT
("Fifth  Amendment") is entered into as of the 25th  day  of
March,  1998,  between KAB PLAZA PARTNERS,  L.P.,   a  Texas
limited  partnership  ("Landlord"),  and  AMRESCO,  INC.,  a
Delaware corporation ("Tenant").

                         WITNESSETH:

      WHERAS, 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;

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

      WHEREAS,  Landlord and Tenant entered into the  Fourth
Amendment to Lease Agreement dated January 6, 1998  ("Fourth
Amendment"), whereby Tenant expanded the Premises by  32,139
rentable  square feet of area - some of which space included
the Temporary Space and the Additional Temporary Space -  on
the  16th  and  19th  floors  of the  North  Tower  ("Fourth
Amendment   Expansion  Premises")  so  that   the   Premises
thereafter  totaled  162,745 rentable square  feet  of  area
(such  Office  Lease  Agreement, as amended  by  the  First,
Second,  Third, and Fourth Amendments, is hereafter referred
to as the "Lease"); and

      WHEREAS, Landlord and Tenant desire to amend the Lease
further  to, among other things, expand the Premises  by  an
additional  34,856 rentable square feet of area on  the  4th
and  18th  floors of the North Tower commonly identified  as
suite  400  and  Suite  1850,  respectively,  as  shown   on
Exhibit "A-1" and Exhibit "A-2" to this Fifth Amendment,  all
as more fully set forth in this Fifth 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 the Fifth Amendment have the same meaning as in the
     Lease.

2.   Rent  Commencement Date for Fourth Amendment  Expansion
     Premises.  The Rent Commencement Date for Expansion  as
     defined  in Section 4 of the Fourth Amendment  and  all
     references thereto are hereby changed so that the  Rent
     Commencement Date for Expansion for purposes of the Fourth
     Amendment will be the earlier of: (i) Tenant's occupancy of
     any portion of the Expansion Premises (as defined in the
     Fourth Amendment) for the conduct of business, or (ii) May
     1, 1998.

3.   Premises.   Beginning  on April 1, 1998  ("Commencement
     Date for 18th Floor Expansion"), the Premises will expand to
     include the 11,393 rentable square feet of area located on
     the 18th floor of the North Tower commonly known as Suite
     1850 and as shown on Exhibit "A-1" to this Fifth Amendment
     ("18th Floor Expansion Premises"). Beginning on the earlier
     of (i) the date of Tenant's occupancy of the 23,463 rentable
     square feet on the 4th floor of the North Tower commonly
     known as Suite 400 and as shown on Exhibit "A-2" (4th Floor
     Expansion Premises") for the conduct of business or (ii)
     August 1, 1998 (such earlier date hereafter referred to as
     the  "Commencement Date for 4th Floor Expansion"),  the
     Premises will expand to include the 4th Floor Expansion
     Premises.  Thereafter, the Premises as described in the
     Basic Office Lease Information incorporated into the lease
     will total 197,601 rentable square feet of area - which
     Premises will include the Original Premises, the Fourth
     Amendment  Expansion Premises, the 18th Floor Expansion
     Premises, and the 4th Floor 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 4th Floor and the 18th Floor
     expansion Premises, (ii) the Commencement Date for 4th Floor
     and 18th Floor Expansion Premises, and (iii) that Landlord
     has performed all of its obligations with respect to the 4th
     Floor and the 18th Floor Expansion Premises.  The 4th Floor
     and  the  18th Floor Expansion Premises are subject  to
     remeasurement by Landlord's architect in accordance with the
     BOMA Standard Method of Measurement following completion of
     the tenant improvement work described herein.

4.   Term.   The Term of the Lease (i) remains unchanged  by
     this Fifth Amendment and (ii) applies to the 4th Floor and
     the 18th Floor Expansion Premises.

5.   Basic  Rental.  Beginning on the Commencement Date  for
     18th Floor Expansion and continuing until the end of the
     Term,  the  Basic Rental applicable to the  18th  Floor
     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
                                    Square Foot of
                                 Rentable Area of 18th
        Months                      Floor Expansion            Rent Due
Commencement Date for 18th Floor
Expansion-October 31, 1998            $19.35           $18,371.21 per month
Nov. 1, 1998 - Oct. 31, 1999          $19.60           $18,608.57 per month
Nov. 1, 1999 - Oct. 31, 2000          $19.85           $18,845.92 per month
Nov. 1, 2000 - Oct. 31, 2001          $20.10           $19,083.28 per month
Nov. 1, 2001 - Oct. 31, 2002          $20.35           $19,320.63 per month
Nov. 1, 2002 - Oct. 31, 2003          $20.60           $19,557.98 per month
Nov. 1, 2003 - Oct. 31, 2004          $20.85           $19,795.34 per month
Nov. 1, 2004 - Oct. 31, 2005          $21.10           $20,032.69 per month
Nov. 1, 2005 - Oct. 31, 2006          $21.35           $20,270.05 per month

Provided  that  no  Event  of Default  exists,  Tenant  will
receive  an abatement of Basic Rental and all other  charges
under the Lease for the period of time beginning on April 1,
1998,  and  ending May 31, 1998, with respect  to  the  18th
Floor  Expansion Premises. Beginning on June 1, 1998, Tenant
will begin paying regular payments of Basic Rental, together
with all other charges due under the Lease, with respect  to
the  18th Floor Expansion Premises whether or not Tenant  is
then  occupying  the 18th Floor Expansion Premises  for  the
conduct of business. Beginning on the commencement Date  for
4th  Floor  Expansion and continuing until the  end  of  the
Term, the Basic Rental applicable to the 4th Floor 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
                                   Square Foot of
                                Rentable Area of 4th
         Months                    Floor Expansion            Rent Due
Commencement Date for 4th Floor
Expansion-October 31,1998             $16.91           $33,063.28 per month
Nov. 1, 1998 - Oct. 31, 1999          $17.16           $33,552.09 per month
Nov. 1, 1999 - Oct. 31, 2000          $17.41           $34,040.90 per month
Nov. 1, 2000 - Oct. 31, 2001          $17.66           $34,529.72 per month
Nov. 1, 2001 - Oct. 31, 2002          $17.91           $35,018.53 per month
Nov. 1, 2002 - Oct. 31, 2003          $18.16           $35,507.34 per month
Nov. 1, 2003 - Oct. 31, 2004          $18.41           $35,996.15 per month
Nov. 1, 2004 - Oct. 31, 2005          $18.66           $36,484.97 per month
Nov. 1, 2005 - Oct. 31, 2006          $18.91           $36,973.78 per month

The  Basic  Rental set forth above applicable  to  the  18th
Floor and the 4th Floor 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
18th  Floor and the 4th Floor Expansion Premises  set  forth
above, Tenant shall pay Landlord in the manner provided  for
in  the  Lease  all  other  amounts  due  under  the  Lease,
including,  without limitation, (i) Tenant's  share  of  the
Excess  described in Exhibit "C" to the Lease for the  years
after  1998  and (ii) the Electrical Costs as set  forth  in
Section  4.c  of  the  Lease. Except as otherwise  expressly
provided herein, nothing in this Fifth Amendment effects the
payment  of Basic Rental or other sums due under the  Lease.
For the purposes of calculating the Excess applicable to the
18th  Floor  and  the  4th  Floor Expansion  Premises  under
Exhibit  "C" of the Lease, the cap on Controllable  Expenses
applies,  but the Expense Stop applicable to the 18th  Floor
and  the  4th  Floor Expansion Premises will  be  calculated
using Basic Cost for the calendar year 1998.

6.   Tenant's  Proportionate  Share.   Landlord  and  Tenant
     stipulate and agree that for all purposes under this Lease,
     effective from and after the Commencement Date for 18th
     Floor Expansion until the Commencement Date for the 4th
     Floor  Expansion, the Tenant's Proportionate  Share  is
     16.655%. Landlord and Tenant further stipulate and agree
     that for all purposes under this Lease, effective from and
     after the Commencement Date for 4th Floor Expansion, the
     Tenant's Proportionate Share is 18.899%. It is  further
     stipulated and agreed that for all purposes under  this
     Lease, the Tenant's Proportionate Share is obtained  by
     dividing (i) the rentable square feet in the Premises at the
     time (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.

7.   Tenant Improvements: As Is.

     A.   TENANT AGREES TO ACCEPT THE 18TH FLOOR AND THE 4TH
       FLOOR EXPANSION PREMISES IN THEIR "AS IS" CONDITION AS OF
       THE DATE OF THIS FIFTH 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 18th floor and the
       4th Floor Expansion Premises (collectively, the "Work")
       pursuant to plans and specifications to be prepared and
       agreed upon by Landlord and Tenant (the "Plans"). The Work
       includes, among other things, the demolition of existing
       leasehold improvements and the construction of new leasehold
       improvements, the refurbishment of existing leasehold
       improvements, making alterations to the Premises to comply
       with the American with Disabilities Act of 1990 ("ADA"),
       including, without limitation, bringing the restrooms
       located on the 18th floor of the North Tower in compliance
       with the requirements of the ADA, and performing certain
       improvements within the multi-tenant corridor on the 18th
       floor of the North Tower.  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 demolition
       costs, 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 sum of: (i)
       $17.00 multiplied by the 11,393 rentable square feet of area
       within the 18th Floor Expansion Premises (i.e., $193,681.00)
       - which amount may be used solely for the portion of the
       Work relating to the 18th Floor Expansion Premises and (ii)
       $16.00 multiplied by the 23,463 rentable square foot of area
       within 4th Floor Expansion Premises (i.e., $375,408.00) -
       which amount may be used solely for the portion of the Work
       relating to the 4th Floor Expansion Premises (such sum being
       the  "Construction Allowance"). Tenant must  use  the
       Construction Allowance solely for paying the applicable
       portion of the Total Construction Costs relating to the 18th
       Floor or the 4th Floor Expansion Premises, as the case may
       be; provided, however, Tenant may use, out of the total
       Construction Allowance, an amount up to but not exceeding
       $3.00 multiplied by the number of rentable square foot of
       area within the 4th Floor and the 18th Floor Expansion
       Premises (i.e., $104,568.00) for paying for costs associated
       with  the preparation of the Plans; Tenant's  actual,
       documented out-of-pocket relocation expenses; and Tenant's
       actual, documented out-of-pocket costs for telecommunication
       cabling within the 18th Floor and the 4th Floor Expansion
       Premises. 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 Subrogation in favor of Waiver 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 18th Floor and 4th Floor Expansion Premises
       will commence on the scheduled Commencement Date for 18th
       Floor Expansion or the scheduled commencement Date for 4th
       Floor Expansion, as the case may be.

     F.    To the extent not inconsistent with this Exhibit,
       Section 8.a of the Lease governs the performance of the Work
       and the Landlord's and Tenant's respective rights and
       obligations regarding the improvements installed pursuant
       thereto.

8.   Parking.  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 in the Fourth Amendment and for
     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
     during  the  Term (i) seven (7) additional undesignated
     parking spaces in the Parking Garage from and after Tenant's
     occupancy of the 18th Floor Expansion Premises for  the
     conduct  of  business and (ii) sixteen (16)  additional
     undesignated parking spaces in the Parking Garage from and
     after Tenant's occupancy of the 4th Floor Expansion Premises
     for the conduct of business, all 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  Fifth
     Amendment, the terms of Exhibit "G" to the Lease will apply
     to Tenant's use of such spaces.

9.  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 Fifth 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 Fifth  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.

10.  Termination  Option  Costs.  If  Tenant  exercises  its
     termination  right  under  Exhibit  "S"  of  the  Lease
     "Termination  Option," Landlord and Tenant  agree  that
     although Tenant must reimburse Landlord of all of Landlord's
     all unamortized upfront costs associated with the Premises
     as provided in such exhibit (including, without limitation,
     all construction allowances and leasing commissions paid by
     Landlord throughout the Term), Tenant will not in such event
     have to reimburse Landlord for the (i) unamortized costs of
     multi-tenant corridor improvements on the 18th floor of the
     North  Tower, and (ii) unamortized costs to  bring  the
     restrooms located on the 18th floor of the North Tower in
     compliance with the requirements of the ADA.

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

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

13.  Entire  Agreement. This Fifth 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.

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

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

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

17.  Drafting.  Landlord and Tenant acknowledge and  confirm
     that each of their respective attorneys have participated
     jointly in the review and revision of this Fifth Amendment
     and that it has not been written solely by counsel for one
     party.  Landlord and Tenant therefore stipulate and agree
     that  the  rule of construction to the effect that  any
     ambiguities  are to be or may be resolved  against  the
     drafting party shall not be employed in the interpretation
     of this Fifth Amendment to favor any party against another.

18.  Lease.   As  amended hereby, the Lease will govern  the
     4th Floor and the 18th Floor 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 Fifth Amendment, the term "Lease", when used in the
     Lease, will mean the Lease, as further amended by this Fifth
     Amendment.

19.  Counterparts.  This Fifth 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:  //Barry L. Edwards
                              By:    Barry L. Edwards
                              Title: Executive Vice
                                     President and CFO

                              KAB PLAZA PARTNERS, L.P.
                              A Texas limited partnership

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

                              By:
                              Title:


     Exhibit "A-1"

     18th Floor Expansion Premises

     Exhibit "A-2"

     4th Floor Expansion Premises