April 24, 2000



Randolph E. Brown
Via Hand Delivery

RE:  Retention Bonus and Sales Commission

Dear Randy:

In  recognition  of your past and ongoing  contributions  to
AMRESCO, INC. ("AMRESCO"), we are pleased to offer to you  a
Retention   Bonus,  based  upon  the  terms  and  conditions
contained  in  this  letter agreement.   AMRESCO,  like  any
publicly   traded   company,  cannot   guarantee   continued
employment through December 31, 2000.

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.

If either (a) your termination of employment (as hereinafter
defined) or (b) a Change of Control (as hereinafter defined)
occurs  prior to December 31, 2000, you will be paid  a  one
time  bonus of $1,500,000.  This amount will be paid  within
fifteen (15) days of the date of the earlier to occur of (i)
such termination of employment or (ii) Change of Control  in
a  lump  sum, and will be subject to applicable withholding.
This  bonus  is  in  lieu  of any other  form  of  severance
compensation for which you are or may become eligible.

If  you  are a full-time employee of AMRESCO or one  of  its
affiliates on (a) December 31, 2000 or (b) thirty (30)  days
after  the  closing  of the sale of all  of  the  three  (3)
business  units within AMRESCO's Commercial Finance division
(Builders  Group,  ACLC  and AMRESCO  Independence  Funding,
Inc.),  you  will  be paid a one time bonus  of  $1,500,000.
This  amount will be paid in a lump sum within fifteen  (15)
days  of  the  appropriate date,  and  will  be  subject  to
applicable withholding.  This bonus is in lieu of any  other
form  of  severance compensation for which you  are  or  may
become eligible.

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; or

     (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;

For  purposes hereof, a "Change of Control" shall  mean  any
one  of  the following:  (a) Continuing Directors (The  term
"Continuing Directors" means any individual who is a  member
of  the  Board of Directors of AMRESCO [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;
(b) 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; (c) the merger
or consolidation of AMRESCO with any other entity if AMRESCO
is  not  the  surviving entity or 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 (d) the sale of all  or
substantially   all  of  the  assets  of  AMRESCO   or   the
liquidation or dissolution of AMRESCO.

AMRESCO  shall  also pay to you an incentive  bonus  of  the
lesser  of  (a) $1,500,000 or (b) five percent (5%)  of  the
value  of  the  sales  proceeds in excess  of  $120  million
received  by AMRESCO (net of equity and debt) in  connection
with the sale prior to December 31, 2000 of all of the three
(3)  business units of AMRESCO's Commercial Finance Division
(Builders  Group,  ACLC  and AMRESCO  Independence  Funding,
Inc.).   Such  incentive bonus will be paid  within  fifteen
(15) days of the date of the closing of the sale of the last
of  such  business units to be sold, and will be subject  to
applicable withholdings.

If  you voluntarily terminate your employment (other than  a
termination)  or your employment with AMRESCO is  terminated
by AMRESCO for Cause prior to December 31, 2000 you will not
be  entitled  to  any payment hereunder.  "Cause",  as  used
herein,  means (1) gross misconduct or willful,  substantial
violation  of AMRESCO policies and procedures or  (2)  other
performance deficiencies, provided that you have been  given
a  written warning and not less than 15 days to correct such
performance deficiencies.

As  these  particular bonus plans are restricted to  certain
key  employees, 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 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,



Robert H. Lutz, Jr.
President  and Chief Executive Officer

ACCEPTED:




Employee Signature
Date: