THIRD MODIFICATION OF CREDIT AGREEMENT AND CONSENT

THIRD MODIFICATION OF CREDIT AGREEMENT
AND CONSENT

THIS THIRD MODIFICATION OF CREDIT AGREEMENT AND CONSENT
(this "Modification Agreement") is entered into as of
February 28, 1999, by and between AMRESCO, INC., a Delaware
corporation ("Borrower"), and NationsBank, N.A., a national
banking association, as Administrative Agent ("Administrative
Agent"), for and on behalf of the Lenders (defined below).

W I T N E S S E T H:

WHEREAS, reference is made to the credit facilities made
pursuant to and governed by that certain Credit Agreement (as
amended, the "Credit Agreement") dated as of August 12, 1998,
executed by and among Borrower, Administrative Agent, Credit
Suisse First Boston, as Syndication Agent, and the financial
institutions, funds and other entities from time to time
designated as "Lenders" therein (the "Lenders"), as amended by
(i) First Modification of Credit Agreement (the "First
Modification") dated as of September 17, 1998, and (ii) Second
Modification of Credit Agreement (the "Second Modification")
dated as of November 30, 1998 (each capitalized term used but not
otherwise defined herein shall be defined as set forth in the
Credit Agreement); and

WHEREAS, Borrower has requested certain consents and
modifications to the Credit Agreement; and

WHEREAS, the Lenders, acting through Administrative Agent
pursuant to the Credit Agreement, have agreed to the requested
modifications, subject to and upon the terms and conditions
contained herein.

NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, That, for
and in consideration of the terms and conditions contained herein
and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Administrative
Agent, for and on behalf of the Lenders, and Borrower hereby
agree as follows:

1. Definitions. (a) The following definitions shall be
inserted in alphabetical order in Section 1.1 of the Credit
Agreement.

(i) AMRESCO Pendragon Entity means AMRESCO Equity
Investments, Inc., a Subsidiary of Borrower that is currently the
holder of 490 shares of Series A common stock of Pendragon Corp.,
and that is now and will be the holder of any common and
preferred stock of, or other equity interests in, Pendragon Corp.
owned at any time by Borrower or any of its Subsidiaries.

(ii) Asset Coverage Ratio means the ratio of the Asset
Coverage Values to the aggregate outstanding balance of the
Revolving Credit Facility (including Swingline Advances and
Competitive Bid Loans), the Term Facility and the Letter of
Credit Exposure.

(iii) Asset Coverage Variance Fee means the fee
payable by Borrower to Lenders at such time or times that the
Asset Coverage Ratio is less than 1.20 to 1.00, as described in
and pursuant to Section 4 of the Third Modification of Credit
Agreement and Consent.

(iv) Fixed Payment Ratio means as to Borrower (on a
consolidated basis), for any date of determination, the ratio of
(a) the sum of consolidated net income of Borrower and its
Subsidiaries before taxes, plus depreciation and amortization
(determined in accordance with GAAP), less any non-cash gains
resulting from securitization transactions by or through
Borrower's home equity lending line of business (to the extent
included in the computation of consolidated net income), plus the
amount of any proceeds (less reasonable and customary transaction
costs) received by Borrower or its Subsidiaries from the issuance
of any additional shares of stock or other equity interests from
and after January 1, 1999, to (b) the aggregate amount, without
duplication, of all payments by Borrower (or any Subsidiary or
Affiliate of Borrower) to prepay outstanding amounts under the
Senior Notes.

(v) MIC means Mortgage Investors Corporation, an Ohio
corporation.

(vi) MIC Merger Agreement means the Agreement and Plan
of Merger described in the definition of MIC Convertible Debt.

(vii) NIM Intermediate Trust Subsidiary means the
Delaware business trust to be formed in connection with the NIM
Transaction and to be the holder of 100% of the beneficial
interest in the NIM Issuing Trust Subsidiary.

(viii) NIM Issuing Trust Subsidiary means AMRESCO
Securitized Net Interest Margin Trust 1999-1, a Delaware business
trust to be formed in connection with the NIM Transaction.

(ix) NIM Subsidiaries means the NIM Intermediate Trust
Subsidiary and the NIM Issuing Trust Subsidiary.

(x) NIM Transaction means the transaction comprised of
the establishment of the NIM Subsidiaries, the transfer of the
Residual Assets Certificates to the NIM Subsidiaries (and release
thereof from the Lenders' liens), and the permitted investments
in the NIM Subsidiaries, subject to and in accordance with
Section 9 of the Third Modification Agreement.

(xi) Pendragon Corp. means Pendragon Real Estate
Corporation, a Delaware corporation, having AMRESCO Pendragon
Entity and Shell Pensions Trust Limited as its sole shareholders.

(xii) Residual Assets Certificates means those
certificates described on Exhibit A hereto evidencing the
Retained Residential Residual Interests to be transferred to the
NIM Intermediate Trust Subsidiary, and subsequently transferred
to the NIM Issuing Trust Subsidiary.
(xiii) Retained Residential Residual Interests means
the Retained Residential Residual Interests, as shown on
Borrower's consolidated balance sheet, owned by Borrower or any
Subsidiary of Borrower.

(xiv) Senior Notes means the Senior Notes, Series
1996-A due 1999, issued pursuant to the Senior Notes Indenture
dated as of July 1, 1996, between Borrower and Comerica Bank, as
Trustee, and the related Officer's Certificate and Company Order
dated as of July 19, 1996, in the aggregate principal amount of
$57,500,000.

(b) The following definitions set forth in Section 1.1 of
the Credit Agreement shall be amended and modified as follows:

(i) Consolidated EBITDA. The definition of
Consolidated EBITDA shall be amended to clarify that only non-
recurring gains and losses that conform to the GAAP definition of
"extraordinary" gains and losses shall be deducted for purposes
of calculating Consolidated EBITDA; accordingly, that definition
is amended to read in its entirety as follows:

"Consolidated EBITDA means, for any period,
determined in accordance with GAAP on a consolidated
basis for Borrower and its Subsidiaries, an amount
equal to (a) the sum of consolidated net income before
taxes and extraordinary gains or losses (as determined
in accordance with GAAP), plus depreciation, plus
amortization, plus interest expense, each as deducted
in determining such consolidated net income before
taxes less (b) write downs of retained interests in
securitizations (which includes, without limitation,
interest only strips, servicing rights and other
similar assets) for prior years to the extent prior
year financial statements are restated in the period of
determination to reflect such write downs and such
write downs are not included in calculating net income
for the period of determination; provided, however,
that for all purposes hereunder, the losses related to
the commercial mortgage banking and home equity lending
activities of Borrower and its Subsidiaries (in an
aggregate amount not to exceed $220,500,000) that were
reported in the year-end 1998 Financial Statements of
Borrower shall not be included in calculating
Consolidated EBITDA."

(ii) Eligible Assignee. To provide Borrower approval
rights with respect to an assignee of a Lender under the Credit
Agreement, the definition of Eligible Assignee shall be amended
to read in its entirety as follows:

"Eligible Assignee means (a) a Lender; (b) an
Affiliate of a Lender; (c) a Related Fund of any
Lender; and (d) any other Person approved by the
Administrative Agent and by Borrower (which approval
shall not be unreasonably withheld or delayed and, with
respect to Borrower, shall not be required after the
occurrence of a Default or an Event of Default);
provided, however, that none of Borrower, Guarantors
nor any Affiliate of Borrower or any of the Guarantors
shall qualify as an Eligible Assignee."

(iii) Required Lenders. The definition of
"Required Lenders" shall be amended to delete the requirement of
a unanimous vote by all Lenders to effect an increase in the
Applicable Rate for either Credit Facility. Accordingly,
subsection (vii) of section (a) of the definition of "Required
Lenders" is hereby deleted.

2. Covenant Amendments. The following amendments are made
to the referenced covenants contained in the Credit Agreement:

(a) Monthly Asset Coverage Requirements Reports. The time
limit for delivery of the monthly Asset Coverage Requirement
reports shall be extended from fifteen (15) days to twenty (20)
days. Accordingly, Section 7.1(f) of the Credit Agreement is
amended to read in its entirety as follows:

"(f) Within twenty (20) days after the end of each
calendar month, a report in form as attached hereto as
Schedule IV and certified by an Authorized Officer as
being true and correct calculating the Asset Coverage
Requirement, together with such additional information
related thereto as Administrative Agent shall require."

(b) Minimum Consolidated Net Worth: Section 8.1 is hereby
amended to read in its entirety as follows:

"Section 8.1. Minimum Consolidated Tangible Net
Worth . Borrower shall not permit Consolidated
Tangible Net Worth to be less than (a) $285,000,000
during the period from December 31, 1998, to the date
on which the goodwill attributable to the payments to
be made by Borrower in connection with the MIC
transaction must be reflected in the financial
statements of Borrower prepared in accordance with GAAP
(the "Recognition Date"), (b) $190,000,000 from the
Recognition Date through June 30, 1999, and (c) from
and after July 1, 1999, an amount equal to the sum of
the greater of (i) $200,000,000 or (ii) 85% of actual
Consolidated Tangible Net Worth on June 30, 1999, plus
(A) eighty-five percent (85%) of the cumulative
Consolidated Net Income for each calendar quarter
commencing on July 1, 1999, through the quarter ending
immediately prior to, or on, the date as of which
compliance with this covenant is being measured, plus
(B) ninety percent (90%) of the amount of any proceeds
(less reasonable and customary transaction costs)
received by Borrower or its Subsidiaries from the
issuance of any additional shares of stock or other
equity interests from and after July 1, 1999."

"Section 8.3. Interest/Dividend Coverage Ratio.
Borrower shall not permit the Interest/Dividend
Coverage Ratio to be less than (i) 1.50 to 1.00 from
the Closing Date through December 30, 1999, and (ii)
1.75 to 1.00 from and after December 31, 1999."

(d) Asset Coverage Requirement: Section 8.4 of the Credit
Agreement is hereby amended to read in its entirety as follows:

"Section 8.4. Capital Adequacy; Asset Coverage.
Borrower shall not permit an amount equal to Total
Consolidated Debt less fifty percent (50%) of the face
value of all Approved Subordinated Debt as of the last
day of any fiscal quarter of Borrower to exceed the
Adjusted Asset Amount at such time. In addition,
Borrower shall not permit the Asset Coverage Ratio to
be less than 1.20 to 1.00 (the "Asset Coverage
Requirement"); provided, however, that Borrower shall
not be in violation of the Asset Coverage Requirement
if for no more than two months in any twelve month
period (which two months cannot be consecutive months),
the Asset Coverage Ratio is less than 1.20 to 1.00, but
is greater than 1.00 to 1.00, and Borrower has paid the
applicable Asset Coverage Variance Fee due to any such
occurrence."

(e) Investments. Section 8.9(c) (prior to clause (i)
thereof), Section 8.9 (d) and Section 8.9(e) are amended to read
in their entirety as follows:

"(c) Investments in Excluded Subsidiaries so long
as (x) in the case of Excluded Subsidiaries other than
the NIM Subsidiaries, the aggregate amount of such
Investments does not exceed $200,000,000, of which
$50,000,000 shall be allocated for and used only in
association with the refinancing of existing
indebtedness provided by Persons other than the Lenders
whereby bankruptcy remote or similar vehicles properly
designated by Borrower as Excluded Subsidiaries are
utilized, and of which $70,000,000 shall be allocated
for and used only in the normal course of business in
support of financing and securitization activities of
the commercial finance activities of Borrower and its
Subsidiaries (as such sublimits may be adjusted from
time to time by Administrative Agent in its sole and
absolute discretion after receipt and review of all
information and documents required by Administrative
Agent in connection with any such adjustment requested
by Borrower), and (y) in the case of the Excluded
Subsidiaries that are the NIM Subsidiaries, so long as
the aggregate amount of such Investments does not
exceed $170,000,000; provided, however, that if the
following requirements with respect to a particular
Excluded Subsidiary are met in Administrative Agent's
determination in its sole and absolute discretion, then
Investments in such Excluded Subsidiary shall not be
included for purposes of calculating the foregoing
limitation:"

"(d) Investments by Borrower and the Guarantors in
Foreign Subsidiaries, so long as the aggregate amount
of such Investments (at original cost) does not exceed
$200,000,000;"

"(e) Loans to any employees of Borrower or any
Subsidiary of Borrower (i) to facilitate relocations, (ii)
who are the former shareholders of MIC, in an aggregate
amount not to exceed $17,000,000, evidenced by promissory
notes that are due and payable in full on or before
September 30, 1999, and are in form and content acceptable
to Administrative Agent, and with respect to which such
loans Borrower or any Subsidiary of Borrower is entitled to
an offset under the MIC Merger Agreement, and (iii) in
addition to those permitted above, so long as the aggregate
of such loans pursuant to this clause (iii) does not exceed
$1,500,000."

(f) Minimum Fixed Payment Ratio. There shall be added a
new Section 8.20 to the Credit Agreement that shall read in its
entirety as follows:

"Section 8.20. Certain Payment Limitations.
Borrower shall not make or permit its Subsidiaries to
make any prepayment on the Senior Notes if at the time
of such prepayment, or as a result thereof, the Fixed
Payment Ratio shall be less than 1.00 to 1.00. For
purposes of determining compliance with this Section
8.20, the Fixed Payment Ratio shall be calculated on a
rolling four quarters basis, commencing on January 1,
1999, or such applicable shorter period until four
quarters have elapsed since January 1, 1999."

3. Pricing. The revised LIBOR Margins, Variable Rate and
Letter of Credit Fee percentages set forth in the Second
Modification shall remain in effect from and after the date
hereof. Attached as Exhibit B to this Modification Agreement is
a new Schedule II to more clearly reflect the applicable tiers of
the LIBOR Margin and Letter of Credit Fee percentages; and the
Schedule II attached to the Credit Agreement (as modified and
replaced in the Second Modification) shall be modified, restated
and replaced in its entirety by the Schedule II attached hereto
as Exhibit B.

4. Asset Coverage Variance Fee. At any time that the
Asset Coverage Ratio is less than 1.20 to 1.00, as indicated in a
monthly report calculating the Asset Coverage Requirement
delivered to Administrative Agent pursuant to Section 7.1(f) of
the Credit Agreement, Borrower shall pay to Administrative Agent,
for the ratable benefit of the Lenders, a fee (the "Asset
Coverage Variance Fee") in an amount equal to the product of
.125% per annum times the aggregate principal amount from day to
day outstanding on the Revolving Credit Facility and the Term
Facility for each day during the period from Administrative
Agent's receipt of such report until such time as Borrower
delivers to Administrative Agent a subsequent monthly report
calculating the Asset Coverage Requirement, as required under
Section 7.1(f), showing that the Asset Coverage Ratio is equal to
or greater than 1.20 to 1.00. Any unpaid Asset Coverage Variance
Fee shall be due and payable on the same dates as interest is due
under the Revolving Notes (but in addition to any other payments
due on such dates). The Asset Coverage Variance Fee shall be
part of the Obligations under and as defined in the Credit
Agreement for all purposes, and nonpayment thereof shall be an
Event of Default under Section 9.1(a) of the Credit Agreement.

5. Revolving Credit Facility Advances. Due to funding
requirements and fluctuations on Alternate Currency Advances, the
penultimate sentence of Section 2.1(a) of the Credit Agreement is
amended to read as follows:

"Advances shall be made under the Short Term
Revolving Facility only after and so long as the Long
Term Revolving Facility is fully funded, except for an
amount under the Long Term Revolving Facility not to
exceed $10,000,000 that may be reserved in
Administrative Agent's sole discretion (but which is
available for advance after advancing under the Short
Term Revolving Facility) for fundings or fluctuations
in Alternate Currency Advances."

6. Inspections. To make clear that Administrative Agent,
in such capacity, is not limited in its inspection rights, the
proviso at the end of the first sentence of Section 7.3 of the
Credit Agreement is amended to read as follows:

"provided, that, prior to the occurrence of a Default,
each Lender (but not including Administrative Agent), will
make no more than two such visits or inspections in any
twelve month period."

7. Assignments. Sections 11.10(a)(iv) and 11.10(c) of the
Credit Agreement are amended to read in their entirety as
follows:

"(iv) the parties to such assignment
shall execute and deliver to Administrative Agent for
its acceptance, with a copy to Borrower, an Assignment
and Acceptance in the form of Exhibit D hereto,
together with any Note subject to such assignment and a
processing fee of $3,500 and payment of all legal fees
and expenses incurred by Administrative Agent with
respect to such assignment."

"(c) Upon its receipt of an Assignment and
Acceptance executed by the parties thereto, together
with any Note subject to such assignment and payment of
the processing fee and the legal fees and expenses of
Administrative Agent, Administrative Agent shall, if
such Assignment and Acceptance has been completed and
is in substantially the form of Exhibit D hereto, (i)
accept such Assignment and Acceptance, (ii) record the
information contained therein in the Register and (iii)
give prompt notice thereof to the parties thereto."

8. Pendragon Asset Transfer and Release. In accordance
with Section 5.7 of the Credit Agreement, Administrative Agent
and the Lenders hereby agree that certain asset management assets
of the AMRESCO Pendragon Entity, with an aggregate book value not
to exceed $25,000,000, may be contributed to Pendragon Corp., and
Administrative Agent will release the Lenders' Liens with respect
to such transferred assets, provided that (a) all capital stock
of Pendragon Corp. (both common and preferred) owned by the
AMRESCO Pendragon Entity or any Subsidiary of Borrower, and all
of the equity interests in the AMRESCO Pendragon Entity, are
pledged to Administrative Agent, for the benefit of Lenders, on
terms acceptable to Administrative Agent, and (b) Administrative
Agent has received copies of and approved the terms of all
documents evidencing the transaction contemplated by the
referenced agreement with Pendragon Corp.

9. NIM Transaction. As a condition to the Lenders'
approval of the NIM Transaction and the amendments to Section
8.9(c) of the Credit Agreement related to investments in the NIM
Subsidiaries, Borrower represents, warrants and agrees with the
Lenders that (a) the NIM Intermediate Trust Subsidiary will be a
Delaware business trust, (b) 100% of the beneficial interests in
the NIM Intermediate Trust Subsidiary will be held by AMRESCO
Residential Capital Markets, Inc. ("ARCMI"), a wholly-owned
Subsidiary of Borrower, (c) the NIM Intermediate Trust Subsidiary
will be formed as an intermediate trust, which trust shall be a
special purpose "bankruptcy remote" entity that has assets
consisting solely of certificates evidencing interests in the NIM
Issuing Trust Subsidiary, including all or a portion of the rated
notes issued by the NIM Issuing Trust Subsidiary, (d) 100% of the
beneficial interests in the NIM Issuing Trust Subsidiary will be
held by the NIM Intermediate Trust Subsidiary, and the sole
purpose of the NIM Issuing Trust Subsidiary will be to issue a
series of rated notes secured by the Residual Assets
Certificates, and (e) neither of the NIM Subsidiaries shall have
any liabilities (including without limitation, federal income tax
liabilities), except for certain liabilities of the NIM Issuing
Trust Subsidiary that are expressly set forth in the trust
indenture governing the NIM Issuing Trust Subsidiary, subject to
Administrative Agent's prior approval (not to be unreasonably
withheld) of the terms of such trust indenture and the specific
terms of any of the liabilities incurred as permitted thereunder.
ARCMI's 100% beneficial ownership certificate in the NIM
Intermediate Trust Subsidiary shall be pledged to Administrative
Agent for the benefit of the Lenders, on terms and subject to
documentation acceptable to Administrative Agent in its sole
discretion, and the NIM Intermediate Trust Subsidiary and the NIM
Issuing Trust Subsidiary shall be Excluded Subsidiaries (as
indicated on the replacement Schedule V to the Credit Agreement
attached hereto as Exhibit E).

10. Treasury Stock Purchase. Notwithstanding anything to
the contrary in the Credit Agreement (including without
limitation the provisions of Section 8.19 thereof), Borrower
shall not purchase any of its stock or other equity interests so
long as any of the Obligations remain unpaid.
11. Prepayment of Senior Notes. Notwithstanding anything
in the Credit Agreement to the contrary, Borrower shall be
entitled to prepay the Senior Notes, in a maximum principal
amount of $57,500,000, provided that at the time of such
prepayment (a) Borrower shall be in compliance with new Section
8.20 of the Credit Agreement (as amended hereby), (b) there shall
not have occurred a Default or Event of Default, and (c) Borrower
shall have delivered written notice to Administrative Agent of
such prepayment.

12. Interest Rate Buy-Downs. Notwithstanding anything
contained in the Credit Agreement or any of the other Loan
Documents, Borrower and any individual Lender (as used in this
Section 12, a "Buy-Down Lender") may enter into an agreement (a
"Buy-Down Agreement") with respect to all or a portion of the
Revolving Commitment and/or the Term Facility held by such Buy-
Down Lender, pursuant to which Buy-Down Agreement the interest
otherwise payable by Borrower to such Buy-Down Lender during any
interest calculation period shall be reduced based on the amount
of certain deposits ("Available Deposits") maintained by Borrower
with such Buy-Down Lender or its Affiliates. Borrower shall give
Administrative Agent prompt written notice of any Buy-Down
Agreement immediately upon execution thereof. Prior to the
occurrence of an Event of Default and acceleration of the
Obligations (upon which acceleration any Buy-Down Agreement shall
terminate), any Buy-Down Lender shall invoice Borrower directly
for all interest accrued and payable to such Buy-Down Lender on
account of its Revolving Commitment and/or Term Note.
Administrative Agent, in rendering any interest charges or
billing pursuant to the Credit Agreement, shall have no
obligation to ▇▇▇▇ any interest payable to a Buy-Down Lender in
respect of its Revolving Commitment and/or Term Note, or to
verify the amount of any Available Deposits or the interest
amounts payable to any Buy-Down Lender in respect of its
Revolving Commitment and/or Term Note, including without
limitation any deficiency fees or other amounts payable to such
Buy-Down Lender by Borrower under the applicable Buy-Down
Agreement. Borrower shall pay all interest, and any deficiency
fees or other amounts payable under any Buy-Down Agreement,
directly to the applicable Buy-Down Lender as and when required
under the Buy-Down Agreement. Any Buy-Down Lender may elect not
to make demand for the payment of deficiency fees accruing in
respect of Available Deposits from time to time, and it is
expressly agreed and understood that (a) any such deficiency fees
shall not, by reason of such failure of such Buy-Down Lender or
otherwise, be deemed to have been waived by such Buy-Down Lender
(except as such waiver is expressly acknowledged in writing by
such Buy-Down Lender from time to time), and (b) all deficiency
fees accrued and unpaid hereunder and not so expressly waived,
whether or not previously declared due and owing by any such Buy-
Down Lender, shall automatically be due and payable in full upon
the Short Term Revolving Facility Termination Date, the Long Term
Revolving Facility Termination Date, or the Term Facility
Termination Date, as applicable.

13. Definition of Loan Documents. The definition of "Loan
Documents", as defined in the Credit Agreement and as used in the
Credit Agreement, the other Loan Documents and herein, shall be,
and is hereby, modified to include this Modification Agreement
and any and all documents executed in connection herewith.

14. Conditions Precedent to this Modification Agreement.
As conditions precedent to this Modification Agreement and the
modifications to the Credit Agreement pursuant hereto and the
consents granted hereunder, all of the following shall have been
satisfied:

(a) Borrower and the Guarantors (including all new
Guarantors listed on the Supplement to Credit Agreement referred
to in Section 14(d) below) shall have executed and delivered to
Administrative Agent this Modification Agreement;

(b) Borrower shall have delivered to Administrative Agent
all corporate resolutions, consents, powers of attorney,
certificates or documents as Administrative Agent may request
relating to (i) the existence of Borrower, and (ii) the corporate
and partnership authority for the execution and validity of this
Modification Agreement, together with all other documents,
instruments and agreements and any other matters relevant hereto
or thereto, all in form and content satisfactory to
Administrative Agent;

(c) Borrower shall have paid all applicable amendment and
other fees as agreed in connection with this Modification
Agreement; and

(d) Borrower shall have caused to be executed and delivered
to Administrative Agent a Supplement to the Loan Documents to add
all Subsidiaries of Borrower, other than Excluded Subsidiaries,
Foreign Subsidiaries and Investment Advisor Subsidiaries, as
Guarantors under the Guaranty Agreement, and as assigning or
pledging parties under the Collateral Assignment, the Security
Agreement and the Pledge Agreement, and Administrative Agent
shall have received all such corporate existence and authority
documentation, resolutions and other agreements, stock
certificates and other equity ownership certificates, stock
powers, financing statements, instruments and certificates as
Administrative Agent shall reasonably require with respect to
such additional Guarantors. Borrower shall also have caused to
be executed and/or delivered to Administrative Agent such
modifications to the Stock Pledge Agreement and such stock
certificates of, or other evidences of equity interests in, the
Excluded Subsidiaries (with stock powers as applicable) to
effectively evidence and perfect the Lenders' security interests
therein.

15. Reaffirmation of Debt and Liens. Borrower acknowledges
and agrees that it is well and truly indebted to the Lenders
pursuant to the terms of the Notes, the Credit Agreement and the
other Loan Documents, as modified hereby, and that all liens and
security interests securing the Obligations are and remain in
full force and effect.

16. Ratification. Except as otherwise expressly modified
by this Modification Agreement, all terms and provisions of the
Credit Agreement (as previously modified), the Notes, and the
other Loan Documents shall remain unchanged and hereby are
ratified and confirmed and shall be and shall remain in full
force and effect, enforceable in accordance with their terms.

17. Payment of Expenses. Borrower shall pay to
Administrative Agent, on behalf of the Lenders, upon demand, the
reasonable attorneys' fees and expenses of Administrative Agent's
counsel and all filing and recording fees and other reasonable
expenses incurred by Administrative Agent in connection with this
Modification Agreement.

18. Current Lenders, Guarantors and Excluded Subsidiaries.
Attached hereto as Exhibit C is a replacement Schedule I to the
Credit Agreement setting forth the names, addresses and
percentages of each of the Lenders as of the date hereof.
Attached hereto as Exhibit D is a correct and complete list of
each of the Subsidiaries of Borrower that are required to be
"Guarantors" under the Credit Agreement and related Loan
Documents as of the date hereof, indicating the initial
Guarantors that executed the Credit Agreement and the additional
Guarantors added by a Supplement to the Loan Documents. Attached
hereto as Exhibit E is a replacement Schedule V to the Credit
Agreement which lists all of the Excluded Subsidiaries as of the
date hereof.

19. Further Assurances. Borrower shall execute and deliver
to Administrative Agent such other documents as may be necessary
or as may be required, in the opinion of Administrative Agent
and/or counsel to Administrative Agent, to effect the
transactions contemplated hereby and to protect the Lenders'
Liens and security interests, and the rights and remedies of
Administrative Agent and/or the Lenders under the Loan Documents.
Specifically, and without limitation of the foregoing or anything
in Section 7.11 of the Credit Agreement, Borrower agrees to
prepare and cause to be executed and delivered by such
Subsidiaries of Borrower as Administrative Agent may designate
from time to time in its sole discretion, promissory notes
payable to Borrower evidencing the intercompany receivables of
Borrower owing by such Subsidiaries, which intercompany notes
shall be in form acceptable to Administrative Agent, and shall be
endorsed to Administrative Agent by allonge, with the originals
thereof being delivered to Administrative Agent, and shall be
subject to and covered by the Security Agreement.

20. Binding Agreement. This Modification Agreement shall
be binding upon, and shall inure to the benefit of, the parties
hereto, and the Lenders, and their respective legal
representatives, successors and assigns.

21. Enforceability. In the event the enforceability or
validity of any portion of this Modification Agreement, the
Credit Agreement, the Notes, or any of the other Loan Documents
is challenged or questioned, such provision shall be construed in
accordance with, and shall be governed by, whichever applicable
federal or New York law would uphold or would enforce such
challenged or questioned provision.

22. Choice of Law. THIS MODIFICATION AGREEMENT AND THE
OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE
EXTENT FEDERAL LAWS PREEMPT THE LAWS OF THE STATE OF NEW YORK.

23. Counterparts. This Modification Agreement may be
executed in multiple counterparts, all of which are identical,
each of which shall be deemed an original, and all of which
counterparts together shall constitute one and the same
instrument.

24. Entire Agreement. This Modification Agreement, the
Credit Agreement and the Notes, together with the other Loan
Documents, contain the entire agreements between the parties
relating to the subject matter hereof and thereof and all prior
agreements relative thereto which are not contained herein or
therein are terminated.

THIS MODIFICATION AGREEMENT AND THE OTHER WRITTEN
INSTRUMENTS, AGREEMENTS AND DOCUMENTS EXECUTED IN CONNECTION WITH
THIS MODIFICATION AGREEMENT, AND THE CREDIT AGREEMENT, THE NOTES,
AND THE OTHER LOAN DOCUMENTS, REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.

IN WITNESS WHEREOF, this Agreement is executed effective as
of the date first written above.

BORROWER:

AMRESCO, INC., a Delaware corporation

By:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Vice President and Treasurer

ADMINISTRATIVE AGENT:

NATIONSBANK, N.A.,
a national banking association, as Administrative
Agent for the Lenders

By:
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Senior Vice President

ACKNOWLEDGED AND AGREED TO as of the
28th day of February, 1999, by:

GUARANTORS:

AFC EQUITIES INVESTORS, INC., f/k/a AFC EQUITIES, INC.
AFC EQUITIES MANAGEMENT, INC. ALPINE, INC.
AMREIT HOLDINGS, INC.
AMREIT MANAGERS GP, INC.
AMRESCO ATLANTA INDUSTRIAL, INC.
AMRESCO BUILDERS GROUP, INC.
AMRESCO CAPITAL CONDUIT CORPORATION
AMRESCO CAPITAL LIMITED, INC.
AMRESCO CAPITAL, L.P.
AMRESCO CMF, INC.
AMRESCO COMMERCIAL FINANCE, INC.
AMRESCO CONSOLIDATION CORP.
AMRESCO EQUITY INVESTMENTS, INC.
AMRESCO EQUITY INVESTMENTS II, INC.
AMRESCO FINANCE AMERICA CORPORATION
AMRESCO FINANCIAL I, INC.
AMRESCO FINANCIAL I, L.P.
AMRESCO FUNDING CORPORATION
AMRESCO FUNDING OF GEORGIA, L.P.
AMRESCO FUNDING INVESTORS, INC.
AMRESCO FUNDING MANAGEMENT, INC.
AMRESCO FUNDING MID-ATLANTIC, INC.
AMRESCO FUNDING PACIFIC, INC.
AMRESCO INDEPENDENCE FUNDING, INC.
AMRESCO-INSTITUTIONAL, INC.
AMRESCO INVESTMENTS, INC.
AMRESCO MANAGEMENT, INC.
AMRESCO MBS-II, INC.
AMRESCO MORTGAGE CAPITAL LIMITED-I, INC.
AMRESCO MORTGAGE SERVICES LIMITED, INC.
AMRESCO NEW ENGLAND, L.P.
AMRESCO NEW ENGLAND II, L.P.
AMRESCO NEW ENGLAND, INC.
AMRESCO NEW ENGLAND II, INC.
AMRESCO NEW HAMPSHIRE, INC.
AMRESCO NEW HAMPSHIRE, L.P.
AMRESCO OVERSEAS, INC.
AMRESCO PORTFOLIO INVESTMENTS, INC.
AMRESCO PRINCIPAL MANAGERS I, INC.
AMRESCO PRINCIPAL MANAGERS II, INC.
AMRESCO RESIDENTIAL CAPITAL MARKETS, INC.
AMRESCO RESIDENTIAL CREDIT CORPORATION
AMRESCO RESIDENTIAL MORTGAGE CORPORATION
AMRESCO RESIDENTIAL PROPERTIES, INC.
AMRESCO RHODE ISLAND, INC.
AMRESCO SERVICES, L.P.
AMRESCO VENTURES, INC.
AMRESCO 1994-N2, INC.
AMRESCO TEXAS, INC.
ASSET MANAGEMENT RESOLUTION COMPANY
BEI 1992 - N1, INC.
BEI 1993 - N3, INC.
BEI 1994 - N1, INC.
BEI MULTI-POOL, INC.
BEI PORTFOLIO INVESTMENTS, INC.
BEI PORTFOLIO MANAGERS, INC.
BEI REAL ESTATE SERVICES, INC.
BEI SANJAC, INC.
COMMONWEALTH TRUST DEED SERVICES, INC.
ENT MIDWEST, INC.
ENT NEW JERSEY, INC.
ENT SOUTHERN CALIFORNIA, INC.
EXPRESS FUNDING, INC.
FINANCE AMERICA CORPORATION
GRANITE EQUITIES, INC.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
LIFETIME HOMES, INC.
MSPI, INC., f/k/a MARKETING SOLUTION PUBLICATIONS, INC.
MORTGAGE INVESTORS CORPORATION
OAK CLIFF FINANCIAL, INC.
PRESTON HOLLOW ASSET HOLDINGS, INC.
QUALITY FUNDING, INC.
AMRESCO INSURANCE SERVICES, INC., f/k/a
SAVE-MORE INSURANCE SERVICES, INC.
WHITE ROCK INVESTMENTS, INC.
AFC EQUITIES, L.P.
AMREIT MANAGERS, L.P.
AMRESCO-MBS I, INC.
AMRESCO MORTGAGE CAPITAL, INC.
HF ACQUISITION SUB, INC.

By: AMRESCO, INC., a Delaware corporation, as
agent and attorney-in-fact

By:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Vice President and Treasurer

EXHIBIT A

NIM CERTIFICATES

1. AMRESCO Residential Securities Corporation Mortgage Loan
Trust Series 1996-4
Class B-IO Certificate
Class R Certificate

2. AMRESCO Residential Securities Corporation Mortgage Loan
Trust Series 1996-5
Class B-IO Certificate
Class R Certificate

3. AMRESCO Residential Securities Corporation Mortgage Loan
Trust Series 1998-3
Class C-AI Certificate
Class C-FIO Certificate
Class R Certificate
(The Class D and Class S Certificate
will remain pledged)

EXHIBIT B

SCHEDULE II

COMMITMENT FEE PERCENTAGE; LIBOR MARGIN; LETTER OF CREDIT FEES

1. If the Asset Coverage Ratio is equal to or greater than 1.40
to 1.00:

Ratio of Total
Consolidated Debt
Less Outstanding Commitment Letter of
Balance of Warehouse LIBOR Credit Fee
TIERS Lines to Borrower's Margin** Fee Percentages**
Consolidated Net Percentages
Worth*
I Greater than or (a) 237.5 b.p. (c) 37.5 b.p. 237.5 b.p
equal to 2.50X (b) 337.5 b.p. (d) 35.0 b.p.
II Greater than or (a) 212.5 b.p. (c) 25.0 b.p. 212.5 b.p
equal to 1.50X but (b) 312.5 b.p. (d) 22.5 b.p.
less than 2.50X
III Greater than or (a) 200.0 b.p. (c) 25.0 b.p. 200.0 b.p
equal to 1.00X but (b) 300.0 b.p. (d) 22.5 b.p.
less than 1.50X
IV Less than 1.00X (a) 187.5 b.p. (c) 25.0 b.p. 187.5 b.p
(b) 287.5 b.p. (d) 22.5 b.p.

(a) - The LIBOR Margin for the Revolving Credit Facility.
(b) - The LIBOR Margin for the Term Facility.
(c) - The Commitment Fee for the Long Term Revolving Facility
(d) - The Commitment Fee for the Short Term Revolving Facility
* - The calculation of the applicable ratio of
Total Consolidated Debt less outstanding balance of
Warehouse Lines to Borrower's Consolidated Net Worth
shall be made and effective on the first day of the
calendar month in which Administrative Agent receives
the quarterly financial statements and related
officer's certificate required to be delivered by
Borrower pursuant to Section 7.2 (b) and (c) showing
that such adjustment is appropriate (except that with
respect to any Adjusted LIBOR Rate or Competitive Bid
Loan then in effect, such change shall occur at the end
of the applicable Interest Period or maturity as to the
related Advance, LIBOR Rate Portion or Competitive Bid
Loan),
** - Should Borrower receive an Investment Grade
rating on its senior unsecured long term debt from both
Standard & Poor's Ratings Group (a Division of ▇▇▇▇▇▇ -
▇▇▇▇, Inc.) and ▇▇▇▇▇'▇ Investors Service, Inc., the
LIBOR Margin and Letter of Credit Fee Percentages shall
be reduced by 25 basis points

2. If the Asset Coverage Ratio is less than 1.40 to 1.00:

Ratio of Total
Consolidated Debt
Less Outstanding Commitment Letter of
Balance of Warehouse LIBOR Credit Fee
TIERS Lines to Borrower's Margin** Fee Percentages**
Consolidated Net Percentages
Worth*
I Greater than or (a) 275.0 b.p. (c) 37.5 b.p. 275.0 b.p
equal to 2.50X (b) 337.5 b.p. (d) 35.0 b.p.
II Greater than or (a) 250.0 b.p. (c) 25.0 b.p. 250.0 b.p
equal to 1.50X but (b) 312.5 b.p. (d) 22.5 b.p.
less than 2.50X
III Greater than or (a) 237.5 b.p. (c) 25.0 b.p. 237.5 b.p
equal to 1.00X but (b) 300.0 b.p. (d) 22.5 b.p.
less than 1.50X
IV Less than 1.00X (a) 225.0 b.p. (c) 25.0 b.p. 225.0 b.p
(b) 287.5 b.p. (d) 22.5 b.p.

EXHIBIT C

SCHEDULE 1
(Replacement as of February 28, 1999)

LENDERS AND BORROWER

I. LENDERS, AGENTS AND ARRANGERS

A. ADMINISTRATIVE AGENT

NationsBank, N.A.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

B. SYNDICATION AGENT

Credit Suisse First Boston
Eleven Madison Avenue, 20th Floor
New York, New York 10010-3629
Attn: ▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

C. ARRANGERS

NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

C. REVOLVING LENDERS:

Bank One, Texas, NA
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Bank United
▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Comerica Bank - Texas
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇)-▇▇▇-▇▇▇▇

Credit Lyonnais, New York Branch
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Fleet Bank, N.A.
1185 Avenue of the ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
The Bank of New York
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

LaSalle National Bank
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

U.S. Bank National Association
▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
MPFP ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Farallon Debt Investors I, LLC1
c/o Farallon Capital Management, LLC
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

ING Baring (U.S.) Capital LLC2
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇ ▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Bear ▇▇▇▇▇▇▇ Investment Products, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Prudential Securities Credit Corp.
One ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Dresdner Bank AG,
New York & Grand Cayman Branches
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇. ▇▇▇▇▇▇ Beaudouin
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

PNC Bank, N.A.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

D. TERM LENDERS

The Bank of New York
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Allstate Life Insurance Company
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

KZH III LLC, f/k/a/
KZH Holding Corporation III
c/o The Chase Manhattan Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Tyler Trading3
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇-▇▇▇-▇▇-▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Strata Funding Ltd.
▇/▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇) ▇▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇ GT, Elizabethan Square
Grand Cayman, Cayman Islands
Attn: Director
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Ceres Finance Ltd.
▇/▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇) ▇▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇ GT, Elizabethan Square
Grand Cayman, Cayman Islands
Attn: Director
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Pacifica Partners I, L.P.4
c/o Imperial Credit Asset Management
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
LaSalle National Bank
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Allstate Insurance Company
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets, Inc.5
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated6
World Financial Center, 16th Floor
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ Buttenmuller
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fac: (▇▇▇) ▇▇▇-▇▇▇▇

1 By partial assignment from ▇▇▇▇▇▇ Commercial Paper, Inc.,
assignee from ▇▇▇▇▇ Fargo Bank (Texas), N.A.
2 By partial assignment from (i) ▇▇▇▇▇▇ Commercial Paper,
Inc., assignee from ▇▇▇▇▇ Fargo Bank (Texas)
N.A., and (ii) Bear ▇▇▇▇▇▇▇ Investment Products, Inc.
3 By assignment from NationsBank, N.A. (2 Notes)
4 By assignment from NationsBank, N.A.
5 By partial assignment from ML CLO XIX Sterling (Cayman)
Ltd.
6 By assignment of remaining interest from ML CLO XIX
Sterling (Cayman) Ltd.

Revolving Loan Commitment Amount
Revolving
Short Long Term Aggregate Loan
Term Percentage
Revolving
Lenders:
NationsBank $18,750,000 $56,250,000 $75,000,000 11.19402985%
Credit Suisse $18,750,000 $56,250,000 $75,000,000 11.19402985%
First Boston
U.S. Bank $18,750,000 $56,250,000 $75,000,000 11.▇▇▇▇▇▇▇▇%
Bank One $12,500,000 $37,500,000 $50,000,000 7.▇▇▇▇▇▇▇▇%
Bank United $12,500,000 $37,500,000 $50,000,000 7.▇▇▇▇▇▇▇▇%
Fleet Bank $12,500,000 $37,500,000 $50,000,000 7.46268657%
Prudential Sec. $12,500,000 $37,500,000 $50,000,000 7.46268657%
LaSalle $11,250,000 $33,750,000 $45,000,000 6.▇▇▇▇▇▇▇▇%
Bank of New York $11,250,000 $33,750,000 $45,000,000 6.▇▇▇▇▇▇▇▇%
Dresdner Bank $8,750,000 $26,250,000 $35,000,000 5.22388060%
Comerica $7,500,000 $22,500,000 $30,000,000 4.47761194%
Bear ▇▇▇▇▇▇▇ $5,000,000 $15,000,000 $20,000,000 2.98507463%
Credit Lyonnais $6,250,000 $18,750,000 $25,000,000 3.73134328%
Farallon Debt1 $4,750,000 $14,250,000 $19,000,000 2.83582090%
ING Baring2 $2,750,000 $8,250,000 $11,000,000 1.▇▇▇▇▇▇▇▇%
PNC Bank $3,750,000 $11,250,000 $15,000,000 2.23880597%
Total $167,500,000 $502,500,000 $670,000,000 100.000000%

1 By partial assignment from ▇▇▇▇▇▇ Commercial Paper, Inc., assignee
of ▇▇▇▇▇ Fargo Bank (Texas), N.A.
2 By partial assignment from ▇▇▇▇▇▇ Commercial Paper, Inc., assignee
of ▇▇▇▇▇ Fargo Bank (Texas), N.A. ($1,500,000 ST
and $4,500,000 LT); and by partial assignment from Bear ▇▇▇▇▇▇▇
Investment Products, Inc. ($1,250,000 ST and $3,750,000 LT).

Term Loan Term Loan
Commitment Percentage
Amount
Term Lenders:
Pacifica Partners1 $10,000,000 14.8148148%
▇▇▇▇▇▇ Stanley2 $3,000,000 4.4444444%
Merrill Lynch3 $7,000,000 10.3703704%
Tyler Trading4 $7,500,000 11.1111112%
KZH III LLC $5,100,000 7.5555556%
Allstate Life $5,000,000 7.4074074%
Insurance Company
Allstate Insurance $5,000,000 7.▇▇▇▇▇▇▇%
Company
Bank of New York $5,000,000 7.4074074%
Tyler Trading4 $5,000,000 7.▇▇▇▇▇▇▇%
LaSalle Bank $5,000,000 7.4074074%
Ceres $4,950,000 7.3333333%
Strata $4,950,000 7.3333333%
Total $67,500,000 100.0%

1 By total assignment from NationsBank, N.A.
2 By partial assignment from ML CLO XIX Sterling
3 By assignment of remaining interest of ML CLO XIX Sterling
4 By assignment from NationsBank, N.A.

II. BORROWER with copy to:

AMRESCO, INC. AMRESCO, INC.
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Treasurer Attn: General Counsel
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇

EXHIBIT D

GUARANTOR SUBSIDIARIES OF BORROWER
AS OF FEBRUARY 28, 1999

INITIAL GUARANTORS ON CREDIT AGREEMENT 8/12/98:

AFC EQUITIES INVESTORS, INC., f/k/a AFC EQUITIES, INC.
AFC EQUITIES MANAGEMENT, INC.
ALPINE, INC.
AMREIT HOLDINGS, INC.
AMREIT MANAGERS GP, INC.
AMRESCO ATLANTA INDUSTRIAL, INC.
AMRESCO BUILDERS GROUP, INC.
AMRESCO CAPITAL CONDUIT CORPORATION
AMRESCO CAPITAL LIMITED, INC.
AMRESCO CAPITAL, L.P.
AMRESCO CMF, INC.
AMRESCO COMMERCIAL FINANCE, INC.
AMRESCO CONSOLIDATION CORP.
AMRESCO EQUITY INVESTMENTS, INC.
AMRESCO EQUITY INVESTMENTS II, INC.
AMRESCO FINANCE AMERICA CORPORATION
AMRESCO FINANCIAL I, INC.
AMRESCO FINANCIAL I, L.P.
AMRESCO FUNDING CORPORATION
AMRESCO FUNDING OF GEORGIA, L.P.
AMRESCO FUNDING INVESTORS, INC.
AMRESCO FUNDING MANAGEMENT, INC.
AMRESCO FUNDING MID-ATLANTIC, INC.
AMRESCO FUNDING PACIFIC, INC.
AMRESCO INDEPENDENCE FUNDING, INC.
AMRESCO-INSTITUTIONAL, INC.
AMRESCO INVESTMENTS, INC.
AMRESCO MANAGEMENT, INC.
AMRESCO MBS-II, INC.
AMRESCO MORTGAGE CAPITAL LIMITED-I, INC.
AMRESCO MORTGAGE SERVICES LIMITED, INC.
AMRESCO NEW ENGLAND, L.P.
AMRESCO NEW ENGLAND II, L.P.
AMRESCO NEW ENGLAND, INC.
AMRESCO NEW ENGLAND II, INC.
AMRESCO NEW HAMPSHIRE, INC.
AMRESCO NEW HAMPSHIRE, L.P.
AMRESCO OVERSEAS, INC.
AMRESCO PORTFOLIO INVESTMENTS, INC.
AMRESCO PRINCIPAL MANAGERS I, INC.
AMRESCO PRINCIPAL MANAGERS II, INC.
AMRESCO RESIDENTIAL CAPITAL MARKETS, INC.
AMRESCO RESIDENTIAL CREDIT CORPORATION
AMRESCO RESIDENTIAL MORTGAGE CORPORATION
AMRESCO RESIDENTIAL PROPERTIES, INC.
AMRESCO RHODE ISLAND, INC.
AMRESCO SERVICES, L.P.
AMRESCO VENTURES, INC.
AMRESCO 1994-N2, INC.
AMRESCO TEXAS, INC.
ASSET MANAGEMENT RESOLUTION COMPANY
BEI 1992 - N1, INC.
BEI 1993 - N3, INC.
BEI 1994 - N1, INC.
BEI MULTI-POOL, INC.
BEI PORTFOLIO INVESTMENTS, INC.
BEI PORTFOLIO MANAGERS, INC.
BEI REAL ESTATE SERVICES, INC.
BEI SANJAC, INC.
COMMONWEALTH TRUST DEED SERVICES, INC.
ENT MIDWEST, INC.
ENT NEW JERSEY, INC.
ENT SOUTHERN CALIFORNIA, INC.
EXPRESS FUNDING, INC.
FINANCE AMERICA CORPORATION
GRANITE EQUITIES, INC.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
LIFETIME HOMES, INC.
MSPI, INC., f/k/a MARKETING SOLUTION PUBLICATIONS, INC.
MORTGAGE INVESTORS CORPORATION
OAK CLIFF FINANCIAL, INC.
PRESTON HOLLOW ASSET HOLDINGS, INC.
QUALITY FUNDING, INC.
AMRESCO INSURANCE SERVICES, INC.,
f/k/a SAVE-MORE INSURANCE SERVICES, INC.
WHITE ROCK INVESTMENTS, INC.

ADDITIONAL GUARANTORS BY SUPPLEMENT DATED 2/28/99:

AFC EQUITIES, L.P.
AMREIT MANAGERS, L.P.
AMRESCO-MBS I, INC.
AMRESCO MORTGAGE CAPITAL, INC.
HF ACQUISITION SUB, INC.
EXHIBIT E

As of February 28, 1999

SCHEDULE V
List of Excluded Subsidiaries

Subsidiary Net Worth Total Capital Total
Invested Assets

AMRESCO Leasing Corporation $344,260 $2,391,632
AMRESCO Residential Securities (60,787) 100,184
Corporation
AMRESCO Shell, Inc., f/k/a 0 0
AMRESCO Securities Inc.
AMRESCO Advisors, Inc. 1,137,637 6,340,642
AMRESCO - MBS III, Inc. 10,687,674 8,985,430
AFBT I, LLC 15,399,452 14,317,706
AFBT II, LLC 2,917,430 2,977,433
Scottsdale Inn, LLC 9,925,597 9,776,888
AMRESCO Builders Funding Corp. 0 0
11 South LaSalle, LLC 11,325,650 10,615,012
Noble Building Investors, LLC 1,043,000 1,043,000
Oakmont Land Three, L.P. 0 0
ACLC Funding Corporation
CLC Funding Corporation
AMRESCO Securitized Net
Interest Margin Trust 1999-1
AMRESCO Funding Trust
Independence Funding Holding
Corporation
Independence Funding Holding
Company, L.L.C.
AMREIT II, Inc.
AMRESCO Commercial Mortgage
Funding I Corporation

Total $_________ $_________

THIRD MODIFICATION OF CREDIT AGREEMENT AND CONSENT

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