May 11, 2000



Matthew T. Moore
Via Hand Delivery

Dear Matt:

In  recognition  of your past and ongoing  contributions  to
AMRESCO,  INC. ("AMRESCO"), we are pleased to offer  to  you
bonuses  based  upon  the  terms  and  conditions  contained
herein.   AMRESCO, like any publicly traded company,  cannot
guarantee continued employment through any particular date.

We  believe that there is an ongoing position for  you  with
AMRESCO, and this letter in no way implies that we intend to
terminate your employment with AMRESCO at some future  date.
Rather,  it  is  to acknowledge your special  value  to  our
organization.

Retention Bonus

If  you  are a full-time employee of AMRESCO or one  of  its
subsidiaries  on  June 30, 2001, you will be  paid  on  such
date,  subject  to  applicable payroll withholdings,  a  one
time,  lump  sum cash bonus of $300,000.  This bonus  is  in
lieu  of any other form of severance compensation for  which
you   are   or   may   become  eligible,  other   than   the
Securitization Spread Bonus (as hereinafter defined) and the
Spread Bonus (as hereinafter defined) provided for herein.

If  your  termination of employment (as hereinafter defined)
occurs  prior  to  June  30, 2001, and  the  small  business
lending   division  of  AMRESCO  Commercial  Finance,   Inc.
("ACFI")  has not been transferred to an unaffiliated  third
party  prior  to the date of such termination of employment,
you  will  be paid a one time cash bonus of $300,000.   This
amount will be paid within fifteen (15) days of the date  of
such  termination in a lump sum, but in no event later  than
June  30,  2001,  and will be subject to applicable  payroll
withholding.  This  bonus is in lieu of any  other  form  of
incentive or severance compensation for which you are or may
become eligible, other than the Securitization Spread  Bonus
and the Spread Bonus provided for herein.

For   purposes   of  the  definition  of  "termination"   or
"termination of employment" means the following:

     (a)  actual  involuntary termination of your employment
          status without Cause (as hereinafter defined), or

     (b)  actual voluntary termination of your employment at any
          time within thirty (30) days of the occurrence of one (1) of
          the following events:

          (i)  the assignment to you of any duties inconsistent with
               your position, duties, responsibilities and status with
               AMRESCO immediately prior to your termination, or a material
               adverse change in your reporting responsibilities, titles or
               offices as in effect immediately prior to your termination;

          (ii) a  reduction in your base salary as in effect
               immediately prior to your termination;

          (iii)     requiring you to be based anywhere other than
               either the offices at which you were based immediately prior
               to your termination or offices which are no more than thirty-
               five (35) miles from the location of your home immediately
               prior to your termination, except for required travel on
               your employer's business to an extent substantially
               consistent with your business travel obligations immediately
               prior to such termination;

          (iv) the failure to provide to you benefit or compensation
               plans (including, but not limited to any pension plan, life
               insurance plan, health and accident plan or disability plan)
               which do not materially reduce the benefits from those you
               enjoyed immediately prior to such termination, or the
               failure to provide you with the number of paid vacation days
               to which you are then entitled on the basis of years of
               service with AMRESCO in accordance with AMRESCO's normal
               vacation policy in effect immediately prior to your
               termination; or

          (v)  any failure of AMRESCO to obtain the assumption of, or
               the agreement to perform, this Agreement in its entirety by
               any successor in interest.

If  you voluntarily terminate your employment (other than  a
termination  of employment) or your employment with  AMRESCO
is  terminated by AMRESCO for Cause prior to June  30,  2001
you  will  not  be entitled to any payment of the  Retention
Bonus.   "Cause", as used herein, means (1) gross misconduct
or  willful,  substantial violation of AMRESCO policies  and
procedures  or  (2) other material performance deficiencies,
provided that you have been given a written warning and  not
less  than  fifteen  (15) days to correct  such  performance
deficiencies.

Securitized Spread Bonus

You will be paid a bonus of fifty (50) basis points (.5%) of
the  spread  interest income earned (net of servicing  fees)
(the  "Securitized Spread Income") during  the  twelve  (12)
month  period  ending  on  each December  31  on  all  loans
securitized  by  the  small business lending  unit  of  AFCI
during  the  three (3) year period commencing on January  1,
2000  and  ending  on  December31,  2002  (such  loans   the
"Securitized  Loans" and such bonus the "Securitized  Spread
Bonus).   Each such Securitized Spread Bonus will be payable
only  if you are a full-time employee of AMRESCO or  one  of
its  subsidiaries as of the appropriate December 31 and each
such  Securitized Loan Bonus will be paid in cash, in a lump
sum,  less  applicable payroll withholdings,  within  thirty
(30)  days  of the appropriate December 31.  If any  of  the
Securitized  Loans  are  prepaid  or  the  interest  in  the
securitization  pursuant to which  AMRESCO  or  one  of  its
subsidiaries is receiving the Securitized Spread  Income  is
sold  or  transferred and AMRESCO or one of its subsidiaries
is  compensated on a present value basis for the anticipated
Securitized Spread Income, the Securitized Spread Bonus will
be  promptly  paid  to you in cash, less applicable  payroll
withholdings,  on  a present value basis calculated  at  the
same  discount  rate  used  to  determine  the  compensation
received by AMRESCO or its subsidiary.

Spread Bonus

You  will  also be paid a bonus, less $300,000 in the  event
that  the retention bonus provided for herein has been  paid
to  you,  as  of December 31, 2000, 2001 and  2002  of  five
percent  (5%) of the spread interest income earned  (net  of
servicing  fees) (the "Spread Interest Income")  during  the
twelve (12) month period ending on each such December 31  on
all  loans funded by the small business lending unit of ACFI
during  the  three (3) year period commencing on January  1,
2000 and ending on December 31, 2000 (such loans the "Spread
Bonus  Funded  Loans"  and such bonus the  "Spread  Bonus").
Each  such  Spread Bonus will be payable only if you  are  a
full-time employee of AMRESCO or one (1) of its subsidiaries
as of the appropriate December 31 and each such Spread Bonus
will be paid in cash, in a lump sum, less applicable payroll
withholdings, within thirty (30) days after the  appropriate
December  31.  If any of the Spread Bonus Funded  Loans  are
prepaid,  sold or otherwise transferred and AMRESCO  or  one
(1)  of  its subsidiaries is compensated on a present  value
basis  for the anticipated future Spread Interest Income  on
such  Spread  Bonus Funded Loans, other than  in  connection
with  a  securitization, the Spread Bonus will  be  promptly
paid  to  you in cash, less applicable payroll withholdings,
on  a  present  value basis calculated at the same  discount
rate  used to determine the compensation received by AMRESCO
or its subsidiary for such Spread Bonus Funded Loans.

As these particular bonus plans are restricted to you, it is
necessary   that  you  keep  the  terms  of  this  agreement
confidential.  You may disclose the existence and  terms  of
this  agreement  only to your spouse, accountant,  attorney,
the  IRS and to others only if required by law.  Failure  to
keep the terms and conditions of this agreement confidential
will  be  considered  gross misconduct  and  may  result  in
forfeiture of any or all of the bonuses provided for  herein
or  termination of your employment, or both.   If  you  have
further questions, please do not hesitate to contact me.

This  letter  agreement may not be assigned  by  you.   This
letter  agreement  will  be binding  upon  AMRESCO  and  any
successor-in-interest   thereto,    whether    by    merger,
consolidation or otherwise.

Sincerely,



Randolph E. Brown
President - Commercial Finance

ACCEPTED:




Employee Signature
Date: