Exhibit 10.1

                           RESURGENCE PROPERTIES INC.
                             411 West Putnam Avenue
                          Greenwich, Connecticut 06830

                                   May 4, 1997

Wexford Management LLC
411 West Putnam Avenue
Greenwich, Connecticut  06830

                  Re:      Amendment No. 2 to the Management Agreement

Dear Sirs:

                  Reference  is hereby  made to the  Management  Agreement  (the
"Management  Agreement"),  dated as of May 4, 1994,  and as amended by Amendment
No. 1, dated  March 8, 1995,  between  Resurgence  Properties  Inc.  ("RPI"),  a
Maryland  corporation,  Resurgence  Properties  Texas,  L.P., a Delaware limited
partnership  (RPI  and  Resurgence   Properties   Texas,  L.P.  are  hereinafter
collectively  referred  to as the  "Company"),  and  Wexford  Management  LLC as
successor  to  Concurrency   Management  Corp.  ("Wexford"  or  the  "Manager").
Capitalized terms used but not defined herein shall have the meanings  specified
in the Management Agreement.

                  The parties desire to further amend the  Management  Agreement
pursuant to this  Amendment No. 2.  Accordingly,  the Company and Wexford hereby
agree as follows:

         1.  Section  4.01 of the  Management  Agreement  is hereby  amended and
restated in its entirety as follows:

                  4.01  Management Fee. From January 1, 1997 through the earlier
of the  termination  of this Agreement and December 31, 1997, the Management Fee
payable to the Manager shall be (i) $570,500 for the period from January 1, 1997
through May 4, 1997,  (ii) $246,000 for the period from May 5, 1997 through June
30, 1997, (iii) $223,750 for the period from July 1, 1997 through  September 30,
1997, and (iv) $111,875 for the period from October 1, 1997 through December 31,
1997, for a total of $1,152,125,  subject to upward or downward adjustment, upon
expiration or  termination  of this  Agreement,  to Actual  Expenses (as defined
below).  The  Management  Fee shall be  payable  monthly in arrears on the first
(1st) day of each  calendar  month;  provided,  however,  that in respect of any
partial month the Management Fee payable for such month shall be pro rated based
on the actual  number of days in such month prior to the date of  expiration  or
termination.

                  Within 90 days after the  expiration  or  termination  of this
Agreement,  Wexford or a majority of the non-Wexford  affiliated  members of the
Board of Directors of the Company may request that the outside  accountants  for
the Company  review the  calculation of Actual  Expenses,  which review shall be
final and binding.  Any  adjustment  payment shall be made within 15 days of the
delivery  of such  certification  to Wexford and the Board of  Directors  of the
Company.  "Actual Expenses" shall be equal to the sum of (i) the cost to Wexford
(exclusive of any salary or health or other benefits payable to or on account of
Jacobs  and Holtz) for the period  January 1, 1997  through  the  earlier of the
termination of this Agreement and December 31, 1997 in providing services to the
Company  under  this  Agreement,  plus (ii) the sum of the annual  salaries  for
Jacobs and Holtz  (regardless of whether such salaries have been or will be paid
<PAGE>
by the Manager  and so long as Holtz  remains  employed  by the  Manager) in the
amounts of (a) $125,000 and $41,667,  respectively,  for the period from January
1, 1997  through May 4, 1997,  (b) $62,500 and  $20,833,  respectively,  for the
period  from May 5,  1997  through  June 30,  1997,  (c)  $46,875  and  $15,625,
respectively,  for the period from July 1, 1997 through  September 30, 1997, and
(d)  $23,438  and  $7,813,  respectively,  for the period  from  October 1, 1997
through  December  31,  1997  (aggregating  $257,813  and $85,938 for Jacobs and
Holtz,  respectively,  for  1997),  plus  health and other  benefits  payable in
connection therewith.

         2.  Section 4.02 of the  Management  Agreement is amended by adding the
following:

                  The aggregate of (i) the Management Options that have not been
granted,  (ii) the  Management  Options  that  have been  granted  but have been
forfeited  and (iii) the  Management  Options  that have been  granted  but with
respect to which a Replacement Agreement, in the form of Exhibit A or Exhibit B,
hereto has been or will be executed  and  delivered  to RPI by a holder  thereof
(the  "Replaced  Options") are hereby  canceled and replaced by an obligation of
RPI to pay a cash fee (the "Management  Distributions")  in an amount determined
by  multiplying a fraction,  the numerator of which is the Replaced  Options and
the denominator of which is 1,111,111 by ten (10%) percent of all  distributions
made to the  shareholders of RPI (inclusive of the $2.50 per share dividend paid
to  shareholders  of RPI on April  14,  1997  and any  other  dividends  paid to
shareholders  of RPI prior to the effective date of this Section 2) in excess of
$8.50 per share (the  "Threshold  Distribution").  The Management  Distributions
shall be fully vested.

                  Jacobs  may  grant  rights   ("Rights")   in  the   Management
Distributions  in the same  manner and with the same terms as  provided  for the
Management  Options.  Jacobs  shall be  entitled  to receive  the balance of the
Management  Distributions with respect to which Rights have not been granted and
with respect to which granted Rights have been terminated.

                  The Management  Distributions  shall be paid to each holder of
Rights  concurrently  with  the  payment  of the  related  distributions  to the
shareholders of RPI once the Threshold Distribution has been made.

         3.  Section  4.08 of the  Management  Agreement  is hereby  deleted and
removed in its entirety from the Management Agreement.

         4.  Section  5.01 of the  Management  Agreement  is hereby  amended and
restated in its entirety as follows:

                  5.01 Primary Term and Renewals.  This  Agreement  shall become
effective on the date the Company  executes this Agreement and shall continue in
full force and effect  until the  earlier of (i)  December  31,  1997,  (ii) the
effective  date of the  Articles of  Dissolution  filed by RPI with the Maryland
State Department of Assessments and Taxation,  (iii) such later date as extended
in writing by the Manager and the Company (it being  agreed that  neither  party
shall have any obligation whatsoever to extend this Agreement),  unless, in each
such case, otherwise terminated as provided in Sections 5.02 or 5.03 below.

         5.  Section  5.02 of the  Management  Agreement  is hereby  amended and
restated in its entirety as follows:
<PAGE>
                  Section   5.02   The   Company's    Right   of    Termination.
Notwithstanding  anything  to the  contrary  contained  in this  Agreement,  the
Company may terminate  this Agreement at any time,  with or without  cause,  and
without any penalty,  by either (i) the affirmative  vote of the majority of the
members  of the  Board of  Directors  of RPI,  or (ii) the  affirmative  vote or
written consent of a majority of the stockholders of RPI. Such termination shall
not affect the right of the Manager to receive any  compensation  due  hereunder
through  such date of  termination,  or the  obligations  of the  Company  under
Sections 3.01, 3.03 and 4.02.

         6. All other terms and  conditions of the  Management  Agreement  shall
remain in full force and effect as provided therein.

         7. The effective  date of Section 1 and Section 3 of this Amendment No.
2 to the  Management  Agreement  shall be the date on which it has been executed
and delivered by each of the Manager and the Company.  The effective date of the
remainder of this Amendment No. 2 to the Management  Agreement shall be the date
on which the Plan of Complete  Liquidation  and Dissolution of the Company shall
have been approved by the  affirmative  vote of the holders of a majority of the
outstanding  shares of the  Company's  common  stock,  par value $.01 per share,
entitled to vote thereon.

                                              Very truly yours,

                                              RESURGENCE PROPERTIES INC.

                                              By:_______________________
                                            Name:
                                           Title:


                                              RESURGENCE PROPERTIES TEXAS, L.P.

                                              By:  RESURGENCE TX GP, INC.,
                                                       General Partner

                                              By:________________________
                                            Name:
                                           Title:



AGREED AND ACCEPTED:

WEXFORD MANAGEMENT LLC

   By:_______________________________
 Name:
Title: