CORPORATE BYLAWS
                               OF
                          AMRESCO, INC.
                     AS AMENDED MAY 31, 2000

      The  following  are  Amended Bylaws  of  AMRESCO,  INC.,  a
corporation for profit previously incorporated under the laws  of
Delaware   under  the  name  Lifetime  Communities,   Inc.   (the
"Corporation").   These  Amended  Bylaws  were  adopted  by   the
Directors of said Corporation.

                            ARTICLE I
                             OFFICES

      Section  1.     Principal Office:  The principal  place  of
business  of  the Corporation shall be located at such  place  as
shall be designated by the Corporation's Board of Directors  from
time  to  time.   The Corporation may also have offices  at  such
places, within or without the State of Delaware, as the Board  of
Directors  or Executive Committee may from time to time determine
or  as  the  business  of the Corporation  is  authorized  to  do
business.

      Section 2.     Registered Office and Agent:  The registered
office   and  registered  agent  of  the  Corporation  shall   be
designated  in  accordance  with  the  laws  of  its   state   of
incorporation  or  any other state in which  the  Corporation  is
authorized to do business.

                           ARTICLE II
                            DIRECTORS

     Section 1.     General Powers:  The Board of Directors shall
have   the  management  and  control  of  the  Business  of   the
Corporation, and, in addition to the power and authority by these
Amended  Bylaws expressly conferred upon them, may  exercise  all
such  powers as are expressly or by implication conferred on  the
Board  of  Directors  by the Certificate of Incorporation,  these
Amended Bylaws or the laws of Delaware.

      Section 2.     Number, Tenure and Qualification:  The Board
of  Directors  shall be not less than three  (3)  nor  more  than
fifteen (15); all of whom shall be of lawful age.  The number  of
Directors  comprising the Board of Directors within the foregoing
minimum and maximum limitations may be fixed and/or changed  from
time  to time by resolution of the Board of Directors.  It  shall
not be necessary for Directors to be stockholders.

      Section  3.     Election:  The Board of Directors shall  be
divided  into  three classes as set forth in the  Certificate  of
Incorporation.

      Section  4.      Vacancies:   Newly  created  directorships
resulting from any increase in the authorized number of Directors
and  any vacancies occurring in the Board of Directors caused  by
death,  resignation,  retirement,  disqualification,  removal  or
other  termination from office of any Directors may be filled  by
the  vote  of a majority of the Directors then in office,  though
less  than  a  quorum, or by the affirmative vote, at  a  special
meeting  of  the stockholders called for the purpose  of  filling
such   directorship,  of  the  holders  of  a  majority  of   the
outstanding  shares  of capital stock then entitled  to  vote  in
person or by proxy at such meeting.  Each successor Directors  so
chosen shall hold office until the next election of the class for
which  such  Director  shall  have  been  chosen  and  until  his
respective  successor shall have been duly elected and qualified.
Any  newly created or eliminated directorships resulting from  an
increase or decrease in the authorized number of Directors  shall
be  appointed  or allocated by the Board of Directors  among  the
three  classes  of Directors so as to maintain  such  classes  as
nearly equal in number as possible.

      Section  5.     Removal:  Any Director may be removed  from
office  with  cause  by  a  majority  vote  of  the  issued   and
outstanding  capital stock of the Corporation at  any  annual  or
special meeting of the stockholders.

      Section 6.     Compensation:  By resolution of the Board of
Directors, the Directors may be paid their expenses, if any,  for
attendance  at  each  meeting of the Board of  Directors  or  any
committee  thereof,  and may be paid such  compensation  for  the
performance  of  their  duties as the Board  of  Directors  shall
determine  either in the form of an annual salary or  a  fee  for
attendance at each meeting or such other form of compensation  as
the  Board of Directors shall deem appropriate.  No such  payment
shall preclude any Directors from serving the Corporation in  any
other capacity and receiving compensation therefor.

                           ARTICLE III

     Section 1.     Executive Committee:

     (a)  The Board of Directors may appoint an Executive Committee,
which  shall consist of such number of Directors as the Board  of
Directors shall determine.

     (b)  The Executive Committee shall meet at such times and places
as the majority thereof shall determine.  The Executive Committee
shall  have and exercise the full power of the Board of Directors
in  the management of the Business and affairs of the Corporation
(excluding functions delegated by the Board of Directors to other
standing committees) during the interim between meetings  of  the
Board of Directors, except that the Executive Committee shall not
have  any  power or authority to take action with regard  to  any
matter  which  applicable law reserves exclusively  to  the  full
Board of Directors.  The Executive Committee shall have the power
to  authorized  the  issuance of stock of  the  Corporation  upon
exercise  of  options  (and compliance with  the  terms  thereof)
granted by the Board of Directors, provided such shares have been
reserved  for  issuance.  A majority of the  Executive  Committee
shall  be  necessary to and shall constitute  a  quorum  for  the
transaction of all business.

      Section 2.     Audit Committee:  The Board of Directors may
appoint an Audit Committee which shall consist of such number  of
non-employee Directors as the Board of Directors shall determine.
The  Audit Committee shall meet at such times and places  as  the
majority  thereof shall determine.  The Board of Directors  shall
retain  the power to fill vacancies on the Audit Committee.   The
Audit  Committee  shall have the power to review all  significant
financial  information so as to assure the accuracy  thereof,  to
ascertain  the existence of effectiveness of internal  accounting
controls,  to oversee independent and internal auditing functions
and  to  provide  communication between outside auditors  of  the
Corporation and the Board of Directors.  A majority of the  Audit
Committee  shall be necessary and shall constitute a  quorum  for
the transaction of all business.

       Section  3.      Compensation  Committee:   The  Board  of
Directors  may  appoint  a Compensation  Committee,  which  shall
consist  of  such number of Directors as the Board  of  Directors
shall  determine.   The  Compensation Committee  shall  have  the
authority  to  make  recommendations to the  Board  of  Directors
regarding the compensation of any officer of the Corporation.   A
majority of the Compensation Committee shall be necessary to  and
shall constitute a quorum for the transaction of all business.

      Section  4.      Other Committees:  The Board of  Directors
may,  by resolution adopted by a majority of the entire Board  of
Directors, designate one or more committees in addition to  those
described  above.  Each committee shall consist of  one  or  more
Directors  appointed by resolution adopted by a majority  of  the
entire  Board  of  Directors.   Each  committee,  to  the  extent
expressly provided in the resolution establishing such committee,
shall  have  and may exercise all of the powers and authority  of
the  Board  of  Directors in the management of the  business  and
affairs  of  the  Corporation  except  to  the  extent  expressly
restricted  by  the Certificate of Incorporation,  these  Amended
Bylaws or applicable law.

      Section  5.     Committee Changes:  The Board of  Directors
shall  have the power at any time to fill vacancies in, to change
the membership of, and to discharge any committee.  The number of
committee members may be increased or decreased from time to time
by  resolution  adopted  by a majority of  the  entire  Board  of
Directors.  Each committee member shall serve as such  until  the
earliest of (i) the expiration of his term as Director, (ii)  his
resignation as a committee member or as a Director, or (iii)  his
removal as a committee member or as a Director.

     Section 6.     Meetings, Notice, Quorum and Voting:  Section
1  through  6  of  Article VI shall also apply to committees  and
their  members,  unless otherwise provided by the Certificate  of
Incorporation, these Amended Bylaws or applicable law.

                           ARTICLE IV
                            OFFICERS

      Section  1.      General:  The officers of the  Corporation
shall  consist  of a Chairman of the Board, President,  Executive
Vice  President,  such  additional  Vice  Presidents,  with  such
further  designations, if any, as may be determined by the  Board
of  Directors,  a Secretary, a Treasurer and such Assistant  Vice
Presidents, Assistant Secretaries and Assistant Treasurers as the
Board  of  Directors may appoint or elect.  The Chairman  of  the
Board  and  the President shall be Directors of the  Corporation.
Any  two  offices may be held by one and the same person,  except
that the office of President and Secretary or Assistant Secretary
shall not be so held.

      Section 2.     Chairman of the Board:  The Chairman of  the
Board shall preside at all meetings of the Board of Directors and
stockholders, and shall exercise and perform such other power and
duties  as may from time to time be assigned to him by the  Board
of Directors.

      Section 3.     Chief Executive Officer and President:   The
Chief  Executive Officer shall be the chief executive officer  of
the Corporation and, in the absence of the Chairman of the Board,
shall  preside at all meetings of the stockholders and the  Board
of Directors.  The President shall be the chief operating officer
of  the  Corporation and, in the absence of the Chairman  of  the
Board  and  the  Chief Executive Officer, shall  preside  at  all
meetings  of  the stockholders and the Board of  Directors.   The
Chief   Executive   Officer   and  the   President   shall   have
responsibility  for  the  general and active  management  of  the
business  of  the Corporation and shall see that all  orders  and
resolutions of the Board of Directors are carried into effect.

     Section 4.     Executive Vice President:  The Executive Vice
Presidents shall perform such duties as may be assigned  to  them
from  time  to  time  by  the Board of Directors,  the  Executive
Committee or the President.

      Section 5.     Vice Presidents:  The Vice Presidents  shall
perform such duties as may be assigned to them from time to  time
by  the  Board  of  Directors,  the Executive  Committee  or  the
President.

      Section  6.      Secretary:   The Secretary  shall  be  the
custodian  of  the  corporate seal, and shall be  ex-officio  the
clerk  of  the  stockholders and of the Board of  Directors.   He
shall attend all meetings of the stockholders, Board of Directors
and  the Executive Committee, and shall keep accurate minutes  of
such  meetings in a book to be kept for that purpose.   He  shall
perform such other duties as may be required of him by the  Board
of Directors, the Executive Committee, or the laws of Delaware.

     Section 7.     Treasurer:  The Treasurer shall keep full and
accurate  accounts  of  receipts  and  disbursements  in  a  book
belonging  to the Corporation, and shall deposit all  monies  and
other  valuable  effects in the name and to  the  credit  of  the
Corporation  in  such depositories as may be  designated  by  the
Board  of  Directors.   He  shall  disburse  the  funds  of   the
Corporation under the direction of the Board of Directors, taking
proper  vouchers for such disbursements, and shall render to  the
Chairman of the Board, the President and the Directors, at annual
meetings of stockholders or whenever directed by the Chairman  of
the  Board or the President, an account of all or any part of his
transactions as Treasurer, and of the financial condition of  the
Corporation, and shall also perform all other duties imposed upon
him  by  the Board of Directors, the Executive Committee, or  the
laws of Delaware.

       Section   8.       Assistant  Vice  President,   Assistant
Secretaries and Assistant Treasurers:  Assistant Vice Presidents,
Assistant Secretaries and Assistant Treasurers shall perform such
duties  as  shall  be  assigned to them  by  the  Executive  Vice
President, Secretary or Treasurer respectively or by the Board of
Directors, the Executive Committee or the President.

      Section 9.     Election of Officers:  At the first  meeting
held  after  the first or organizational meeting of stockholders,
and  at  the  first  meeting held after each  annual  meeting  of
stockholders, the Board of Directors shall elect all officers  of
the  Corporation who shall hold office for one (1) year or  until
their successors are elected and qualified.

     Section 10.    Vacancies:  If any office shall become vacant
by  reason  of death, resignation, disqualification,  removal  or
otherwise, the Board of Directors, by a majority vote, may  elect
a successor or successors who shall hold office for the unexpired
term.

      Section 11.    Removal:  Any officer may be removed with or
without cause by a majority vote of the Board of Directors at any
meeting of the Board of Directors.

                            ARTICLE V
                     MEETING OF STOCKHOLDERS

      Section  1.      Annual and Special Meetings:   The  annual
meeting of stockholders of the Corporation shall be held  at  the
office of the Corporation (or at such other place as the Board of
Directors may, from time to time, designate) on or before six (6)
months  after the end of each fiscal year (as established by  the
Directors)  for  the  election of Directors and  for  such  other
business  as  may  properly  come before  the  meeting.   Special
meetings  of stockholders may be called at any time by the  Board
of  Directors or the Chairman of the Board at the request of  the
holders of not less than one-tenth of all shares entitled to vote
at the meeting.

       Section   2.      Notice:   Notice  of  all  stockholders,
meetings,  whether annual or special, except the  first  meeting,
shall always be mailed to each stockholder of record entitled  to
vote  at such meeting not less than ten (10) nor more than  sixty
(60)  days  before  such  meeting.  It shall  be  directed  to  a
stockholder at this address as it appears on the records  of  the
Corporation.  In the case of special meetings, all notices  shall
state  the purpose or purposes of the meetings, and the  business
to be transacted or considered thereat.

     Section 3.     Record Date:

     (a)  In order that the Corporation may determine the stockholders
entitled  to  notice of or to vote at any meeting of stockholders
or any adjournment thereof, or entitled to receive payment of any
dividend  or  other distribution or allotment of any  rights,  or
entitled  to  exercise  any  rights in  respect  of  any  change,
conversion or exchange of stock or for the purpose of  any  other
lawful  action,  the Board of Directors may fix,  in  advance,  a
record date, which shall not be more than sixty (60) or then than
ten  (10)  days  before the date of such meeting, nor  more  than
sixty (60) days prior to any other action.

     (b)  If no record is fixed:  (i) the record date for determining
stockholders  entitled to notice of or to vote at  a  meeting  of
stockholders shall be at the close of business on the  date  next
preceding  the  day on which notice is given, or,  if  notice  is
waived,  at  the close of business on the day next preceding  the
day  on  which the meeting is held; and (ii) the record date  for
determining stockholders for any other purpose shall  be  at  the
close  of  business  on the day on which the Board  of  Directors
adopts the resolution relating thereto.

     (c)  A determination of stockholders of record entitled to notice
of  or  to vote at a meeting of stockholders shall apply  to  any
adjournment of the meeting; provided, however, that the Board  of
Directors may fix a new record date for the adjourned meeting.

      Section 4.     Quorum:  A majority of the stock then issued
and  outstanding shall constitute a quorum at all meetings of the
stockholders.   In the absence of a quorum, those  present  at  a
stockholders' meeting may adjourn the same to a future date,  but
until a quorum is present, no other business may be transacted.

       Section  5.      Voting  Proxies:   In  all  elections  of
Directors,   and  in  deciding  all  questions  at  stockholders'
meetings, each stockholder shall be entitled to one vote for each
share of stock held by him.  Treasury stock shall not be voted at
any  meeting and shall not be counted in determining  the  issued
and  outstanding stock of the Corporation.  Stockholders may vote
by proxy duly authorized in writing which shall be filed with the
Secretary at or before the meeting.

                           ARTICLE VI
                 MEETINGS OF BOARD OF DIRECTORS

      Section 1.     Regular Meetings:  Regular meetings  of  the
Board of Directors shall be held quarterly at such times as shall
be  determined by the Board of Directors, except that the  annual
meetings  shall  be held the same day and immediately  after  the
adjournment of the stockholders' annual meeting.

      Section 2.     Special Meetings:  Special meetings  of  the
Board  of  Directors may be called by the Chairman of  the  Board
upon request of any one Director.

     Section 3.     Notice of Meetings:  Notice of any regular or
special  meeting of the Board of Directors shall state  the  time
and  place thereof, shall be given not less than three  (3)  days
before  the  day  of  such meeting and shall be  given  by  oral,
telephonic, telegraphic or written communication.  In  the  event
that  all members of the Board of Directors shall sign a  written
consent and waiver of notice thereof on the record of any special
or  regular meeting, however called or notified, the acts of such
meeting shall be as valid as if legally called and notified.

      Section 4.     Quorum:  The presence of a majority  of  the
Directors shall be necessary to and constitute a quorum  for  the
transaction of business by the Board of Directors and the acts of
such  majority  at a meeting shall be the act  of  the  Board  of
Directors.   In  the  absence of a quorum,  those  present  at  a
Directors'  meeting may adjourn the same to a  future  date,  but
until a quorum is present no other business may be transacted.

      Section  5.     Place and Conduct of Meetings:  Regular  or
special meetings of the Board of Directors may be held within  or
without the State of Delaware or at such places within or without
the  United  States  as  shall  be designated  by  the  Board  of
Directors.   The  Board  of Directors may adopt  such  rules  and
regulations  for the conduct of the business of its meetings  and
management  of  the affairs of the Corporation  as  it  may  deem
proper,  not  inconsistent with the Certificate of Incorporation,
these Amended Bylaws or applicable law.

      Section  6.      Voting:  The vote of the majority  of  the
Directors present at a meeting at which a quorum is present shall
be  required  to  effect any action of the  Board  of  Directors,
except as otherwise provided herein.

                           ARTICLE VII
                   BANK ACCOUNTS AND CONTRACTS

      Section  1.     Depositories:  The money and funds  of  the
Corporation,  not otherwise invested by the Board  of  Directors,
shall be deposited by the Treasurer in the name and to the credit
of  the  Corporation  in  such bank or  banks  as  the  Board  of
Directors   shall   select.   All  checks,  drafts,   notes   and
acceptances shall be signed by such officer or officers, agent or
agents  of  the  Corporation  in such  manner  as  the  Board  of
Directors shall determine.

      Section 2.     Contracts:  Except as otherwise provided  by
the  Board  of Directors, contracts may be executed on behalf  of
the  Corporation by the Chairman of the Board, the President, any
Vice  President,  or the Treasurer, and may be attested  and  the
corporate  seal affixed by the Secretary or Assistant  Secretary.
The  Board  of Directors may authorize the execution of contracts
by  such  officers, agents and employees as may be designated  by
them.

                          ARTICLE VIII
                              SEAL

      Section  1.      Form and Use:  The corporate seal  of  the
Corporation  shall bear the words and figures:  AMRESCO,  INC.  -
Delaware - 1977.

      The corporate seal shall be used under the direction of the
Board of Directors.

                           ARTICLE IX
                     STOCK AND STOCKHOLDERS

      Section  1.      Certificates of Stock:  Every  stockholder
shall  be  entitled  to  a certificate of  stock  signed  by  the
Chairman of the Board, the President or a Vice President and  the
Secretary  or  an  Assistant Secretary, under  the  seal  of  the
Corporation,   certifying  the  number  and   class   of   shares
represented by such certificate.  When such certificate is signed
by  a  transfer  agent  and  by  a registrar,  the  seal  of  the
Corporation and the signature of any such Chairman of the  Board,
President,  Vice President, Secretary or Assistant Secretary  may
be  facsimile.  If any officer, transfer agent, or registrar  who
has signed, or whose facsimile signature has been placed upon,  a
certificate has ceased to be such an officer, transfer agent,  or
registrar before such certificate is issued, such certificate may
be  issued by the Corporation with the same effect as if he  were
such  officer, transfer agent, or registrar at the date of issue.
All  certificates for shares shall be consecutively  numbered  or
otherwise  identified.  The name of the person owning the  shares
represented thereby, with the number of such shares and  date  of
issue, shall be entered on the Corporation's books.

      If the Corporation shall be authorized to issue more than 1
class  of  stock or more than 1 series of any class, the  powers,
designations,  preferences and relative, participating,  options,
or  other special rights of each class of stock or series thereof
and  the  qualifications,  limitations or  restrictions  of  such
preferences  and/or  rights  shall  be  set  forth  in  full   or
summarized  on  the  face or back of the  certificate  which  the
Corporation  shall  issue to represent such class  of  series  of
stock,  provided  that,  in lieu of the  foregoing  requirements,
there  may  be  set forth on the face or back of the  certificate
which  the  Corporation shall issue to represent  such  class  or
series  of  stock, a statement that the Corporation will  furnish
without  charge to each stockholder who so requests  the  powers,
designations, preferences and relative, participating , optional,
or  other special rights of each class of stock or series thereof
and  the  qualifications,  limitations or  restrictions  of  such
preferences an/or rights.

     Section 2.     Transfer of Shares:  Transfer of shares shall
be  made  only  upon  the  books of the Corporation  and  no  new
certificates shall be issued until the former certificate  for  a
like  number of shares shall have been surrendered and  canceled.
Transfers of shares shall be made by the holder of record thereof
or by his legal representative, who shall furnish proper evidence
of authority to transfer, or by his attorney thereunto authorized
by power of attorney duly executed and filed with the Secretary.

      Section 3.     Transfer Agent and Registrar:  The Board  of
Directors may appoint one or more transfer agents an done or more
registrars  of  transfers  and may require  all  certificates  of
shares  to  bear the signature of a transfer agent and registrar,
or as the Board of Directors may otherwise direct.

      Section  4.     Lost Certificates:  Any person  claiming  a
certificate  of  stock  to  be lost or destroyed  shall  make  an
affidavit  or  affirmation of that fact to  the  Corporation  and
shall, if the Board of Directs so require, give the Corporation a
bond  of  indemnity,  in  form  and amount  satisfactory  to  the
Corporation.

      Section  5.     Regulations:  The Board of Directors  shall
have  power  and authority to make all such rules and regulations
as  they  may  deem expedient concerning the issue, transfer  and
registration of certificates for shares of the capital  stock  of
the Corporation.

      Section 6.     Legends:  The Board of Directors shall  have
the power and authority to provide that certificates representing
shares of stock bear such legends as the Board of Directors deems
appropriate to assure that the Corporation does not become liable
for  violations  of  federal or state securities  laws  or  other
applicable law.

                            ARTICLE X
                        ORDER OF BUSINESS

      Insofar as practicable, the order of business of any annual
or  special  meeting  of stockholders or Directors  shall  be  as
follows:

     1.   Roll Call
     2.   Reading of Minutes
     3.   Report of Officers
     4.   Reports of Committees
     5.   Unfinished Business
     6.   Miscellaneous Business
     7.   Election of Officers
     8.   New Business
     9.   Adjournment

                           ARTICLE XI
                     AMENDMENT OF THE BYLAWS

      The Board of Directors is expressly authorized, without the
assent of the stockholders, to make, amend, alter and rescind the
Bylaws  of the Corporation by the affirmative vote of a  majority
of the Board of Directors at a regular or special meeting.

                           ARTICLE XII
                            INDEMNITY

      No  Director of the Corporation shall have, or  incur,  any
personal  liability  to the Corporation or its  stockholders  for
monetary  damages  for breach of fiduciary duty  as  a  Director;
provided,  that this provision shall not eliminate or  limit  the
liability  of  a  Director (i) for any breach of such  Director's
duty of loyalty to the Corporation or its stockholders, (ii)  for
acts  or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
of  the  Delaware  General  Corporation  Law,  or  (iv)  for  any
transaction from which the Director derived an improper  personal
benefit.   If  the  Delaware  General Corporation  Law  shall  be
hereafter repealed or modified, the elimination of liability of a
Director herein provided shall be to the fullest extent permitted
by  the  Delaware General Corporation Law as amended.  Any repeal
or  modification of this provision shall not adversely affect any
right  or  protection  of a Director of the Corporation  existing
immediately prior to such repeal or modification.

      The Corporation shall indemnify, to the full extent that it
shall have the power under applicable law, any person who was  or
is a party or is threatened to be made a party to any threatened,
pending  or  contemplated  action, suit  or  proceeding,  whether
civil,  criminal, administrative or investigative, by  reason  of
the  fact  that  he is or was a Directors, officer,  employee  or
agent of the Corporation, or is or was serving at the request  of
the  Corporation  as a Director, officer, employee  or  agent  or
another  corporation, partnership, joint venture, trust or  other
enterprise,   against  expenses  (including   attorneys'   fees),
judgments,  fines  and  amounts paid in settlement  actually  and
reasonably  incurred by him in connection with such action,  suit
or  proceeding.  To the fullest extent allowed by applicable law,
such  payment shall be paid by the Corporation in advance of  the
final  disposition  of the action, suit or proceeding;  provided,
however, such Director, officer, employee or agent must undertake
to repay such amount if it shall ultimately be determined that he
is   not   entitled   to  be  indemnified  by  the   Corporation.
Furthermore, the Board of Directors is authorized to enter into a
contract  with any Director, officer, employee or  agent  of  the
Corporation, providing for indemnification to the fullest  extent
permitted  by law.  Any repeal or modification of this  provision
shall not adversely affect any right or protection of a Director,
officer,   employee   or   agent  of  the  Corporation   existing
immediately prior to such real or modification.

Adopted:  May 31, 2000




                              L. Keith Blackwell, Secretary