AMRESCO INC
<DOCUMENT>
<TYPE>EX-10.V
<SEQUENCE>10
<FILENAME>0010.txt
<TEXT>

                      EMPLOYMENT AGREEMENT

      This EMPLOYMENT AGREEMENT (the "Agreement") is entered into
as  of  December 4, 2000 by and between AMRESCO, INC., a Delaware
corporation   (the  "Company"),  and  Randolph  E.   Brown   (the
"Executive").

                         R E C I T A L S

      The  Company  wishes  to  assure itself  of  the  continued
services of the Executive for the period provided herein and  the
Executive wishes to continue in the employ of the Company, on the
terms and conditions hereinafter provided.

                        A G R E E M E N T

      Based  on  the  recitals set forth  above  and  the  mutual
promises contained herein, the parties agree as follows:

                            ARTICLE 1

                           Employment

     1.1  Employment.  The Company hereby employs the Executive and
the  Executive hereby accepts employment by the Company  for  the
period  and upon the terms and conditions contained herein.   The
Executive hereby represents and warrants to the Company that  the
execution hereof by the Executive and the Executive's performance
of  his  duties hereunder will not conflict with, cause a default
under,  or  give  any party a right to damages  under  any  other
agreement to which the Executive is a party or is bound.


     1.2  Office and Duties.

          (a)  Position.  The Executive shall serve as the Chairman of the
     Board and Chief Executive Officer of the Company.  The Executive
     shall enjoy and exercise the powers, duties and responsibilities
     normally associated with the previously described positions in
     accordance with customary industry practices.  The Executive may
     also  serve  in  such other capacities and with  such  other
     responsibilities and upon such additional terms and conditions as
     may be mutually agreed upon from time to time by the Executive
     and the Company.

          (b)  Commitment.  Throughout the Term (as hereinafter defined),
     the Executive shall devote substantially all of the Executive's
     professional time, energy, skill and efforts to the performance
     of  the  Executive's duties hereunder in a manner that  will
     faithfully and diligently further the business and interests of
     the Company and its subsidiaries (the "Subsidiaries").

     1.3  Term.  The Term (herein so called) hereof shall commence on
the  date  hereof  and  shall end at the  close  of  business  on
December  4,  2003, unless earlier terminated in accordance  with
the terms hereof.

     1.4  Compensation.

          (a)  Base Salary.  The Company shall pay the Executive as
     compensation, in accordance with the Company's ordinary payroll
     and withholding practices, an aggregate salary ("Base Salary") of
     Three Hundred Thousand Dollars ($300,000.00) per year during the
     Term,  or  such greater amount as shall be approved  by  the
     Company's Board of Directors (the "Board").

          (b)  Discretionary Bonus.  During the Term, the Executive shall
     be eligible to receive an annual bonus in an amount determined in
     the discretion of the Board.

          (c)  Payment and Reimbursement of Expenses.  During the Term, the
     Company shall pay or reimburse the Executive for all reasonable
     travel and other expenses incurred by the Executive in performing
     the Executive's obligations hereunder in accordance with the
     policies and procedures of the Company for its officers, provided
     that the Executive properly accounts therefor in accordance with
     the regular policies of the Company.

          (d)  Fringe Benefits and Perquisites.  During the Term, the
     Executive shall be entitled to participate in or receive benefits
     under any plan or arrangement generally made available by the
     Company to its officers and employees, including, but not limited
     to, stock option plans and bonus plans, subject to and on a basis
     consistent with the terms, conditions and overall administration
     of such plans and arrangements.

          (e)  Vacations.  During the Term and in accordance with the
     regular policies of the Company, the Executive shall be entitled
     to  the  number of paid vacation days in each calendar  year
     determined by the Company from time to time for its officers
     generally.  Unused vacation days shall be forfeited or otherwise
     disposed of pursuant to the Company's policy as in effect from
     time to time.

     1.5  Termination.

          (a)  By the Company.

     (i)  Nonperformance due to Disability.  The Company may terminate
          this  Agreement  for Nonperformance due to  Disability.
          "Nonperformance due to Disability" shall exist if because of ill
          health, physical or mental disability, or any other reason beyond
          the Executive's control, and notwithstanding reasonable
          accommodations made by the Company, the Executive shall have been
          unable, unwilling or shall have failed to perform the essential
          functions of the Executive's job, as determined in good faith by
          the Board, for a period of one hundred eighty (180) days in any
          three hundred sixty five (365)-day period, irrespective of
          whether or not such days are consecutive.

     (ii) Cause.  The Company may terminate the Executive's employment
          for Cause.  Termination for "Cause" shall mean termination
          because of the Executive's:

     (A)  indictment for a felony involving moral turpitude or
          relating to the Company's or any of the Subsidiaries' assets,
          activities, operations or employees;

     (B)  commission of a material act of fraud, illegality, theft or
          dishonesty in the course of the Executive's employment with the
          Company and relating to the Company's or any of the Subsidiaries'
          assets, activities, operations or employees;

     (C)  violation of, or failure to comply with, any material
          written policy of the Company that is delivered to the Executive;
          or

     (D)  serious or substantial neglect of duty or willful gross
          misconduct;

          provide,  however, that the foregoing clauses  (C)  and
          (D)  shall not constitute Cause unless (x) the  Company
          first   notifies  the  Executive  in  writing  of   the
          violation  or failure to comply, serious or substantial
          neglect   of   conduct  or  willful  gross   misconduct
          specifying in reasonable detail the basis therefor  and
          stating that it constitutes grounds for termination for
          Cause  and  (y) the Executive then fails to  cease  the
          actions  or inactions that constitute the violation  or
          failure to comply or the serious or substantial neglect
          of  conduct or willful gross misconduct within ten (10)
          business  days  after  such notice  is  sent  or  given
          hereunder; provided further, that clause (C) or (D) may
          constitute Cause without compliance by the Company with
          items (x) and (y) above if the violation or failure  to
          comply,  serious or substantial neglect of  conduct  or
          causes, or is reasonably likely to cause, material harm
          to  the Company, any of the Subsidiaries or any of  the
          assets,  activities,  operations or  employees  of  the
          Company, or any of the Subsidiaries.

(iii)     Without Cause.  The Company may terminate the
          Executive's employment Without Cause, subject to the provisions
          of subsection 1.6(c) (Termination by the Company Without Cause or
          by the Executive for Company Breach).  Termination "Without
          Cause" shall mean termination of the Executive's employment by
          the Company other than termination for Cause.

          (b)  By the Executive.

     (i)  Company Breach.  The Executive may terminate the Executive's
          employment hereunder for Company Breach.  For purposes hereof
          "Company Breach" shall mean any material breach of Section 1.4
          (Compensation) by the Company provided, however, that a material
          breach by the Company shall not constitute Company Breach unless
          (i) the Executive notifies the Company in writing of the breach,
          specifying in reasonable detail the nature of the breach and
          stating that such breach constitutes grounds for Company Breach
          and (ii) the Company fails to cure such breach within ten (10)
          days after such notice is sent or given hereunder.

     (ii) Good Reason.  The Executive may terminate his employment for
          Good Reason.  For purposes hereof, Good Reason shall mean:

          A.   Without his express written consent, the assignment to the
          Executive of any duties inconsistent with his positions, duties,
          responsibilities and status with the Company, or a change in his
          reporting responsibilities, titles or offices, or any removal of
          the Executive from, or any failure to re-elect the Executive to,
          any of such positions, except in connection with the termination
          of his employment for Cause, death, Retirement, Disability or by
          the Executive other than for Good Reason;

          B.   A reduction by the Company in the Executive's base salary as
          the same may be increased from time to time;


          C.   A reduction by the Company in the bonus payable to the
          Executive in any year below a percentage of the Executive's then
          base salary equal to the average percentage of the Executive's
          base salary represented by the bonuses received by the Executive
          for the three (3) years immediately preceding the year in which a
          termination of employment occurs as percentages of his base
          salaries in each of such three (3) years.  By way of example, but
          not in limitation of the provisions of this paragraph C, assume a
          termination of employment occurs in 2001, and the Executive
          received bonuses for each of 1998, 1999, and 2000 as follows:
          30% of his base salary for 1998; 50% of his base salary for 1999;
          and 50% of his base salary for 2000.  If the Executive receives a
          bonus for 2001 which is less than 43.33% of his 2001 base salary,
          the Executive shall have "Good Reason" for terminating his
          employment under this Section 1.5;

          D.   The Company's requiring the Executive to be based anywhere
          other than either (i) the Company's offices at which the
          Executive is based or the Company's offices which are no more
          than fifty (50) miles from the offices at which the Executive is
          based, except for required travel on the Company's business to an
          extent substantially consistent with his business travel
          obligations as of the date hereof, or (ii) in the event the
          Executive consents to any relocation beyond such fifty (50)-mile
          radius, the failure by the Company to pay (or reimburse the
          Executive) for all reasonable moving expenses incurred by him
          relating to a change of his principal residence in connection
          with such relocation and to indemnify the Executive against any
          loss (defined as the difference between the actual sale price of
          such residence and the higher of (x) his aggregate investment in
          such residence or (y) the fair market value of such residence as
          determined by a real estate appraiser designated by the Executive
          and reasonably satisfactory to the Company) realized on the sale
          of the Executive's principal residence in connection with any
          such change of residence;

          E.   The failure by the Company to continue in effect any benefit
          or compensation plan (including, but not limited to, any stock
          option plan, pension plan, life insurance plan, health and
          accident plan or disability plan) in which the Executive is
          participating as of the date hereof (or plans providing
          substantially similar benefits), the taking of any action by the
          Company which would adversely affect the Executive's
          participation in or materially reduce his benefits under any of
          such plans or deprive him of any material fringe benefit enjoyed
          by him, or the failure by the Company to provide the Executive
          with the number of paid vacation days to which he is then
          entitled on the basis of years of service with the Company in
          accordance with the Company's normal vacation policy as of the
          date hereof then in effect;


          F.   Any failure of the Company to obtain the assumption of, or
          the agreement to perform, this Agreement by any successor as
          contemplated in Section 1.8;

          G.   Any purported termination of the Executive's employment
          which is not effected pursuant to a Notice of Termination
          satisfying the requirements of Section 1.5(c); and for purposes
          hereof, no such purported termination shall be effective; or


          H.   Any termination of employment by the Executive for any
          reason (other than Retirement) during the thirty (30) day period
          beginning on the first anniversary date on which a Change of
          Control occurs.  For purposes hereof, a "Change of Control" shall
          mean any one of the following:  (i) Continuing Directors (The
          term "Continuing Director" means any individual who is a member
          of 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; (ii) any person or group of persons (as defined in Rule
          13d05 under the Securities Exchange Act of 1934, as amended {Rule
          130d}), together with his or its affiliates, becomes the
          beneficial owner, directly or indirectly, of 25% or more of the
          Company's then outstanding securities entitled generally to vote
          for the election of the Company's directors; (iii) the merger or
          consolidation of the Company with any other entity if the Company
          is not the surviving entity and 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 (iv) the sale of all or substantially all of the
          assets of the Company or the liquidation or dissolution of the
          Company.

          (iii)     Without Good Reason.  During the Term, the Executive
          may terminate the Executive's employment Without Good Reason.
          Termination "Without Good Reason" shall mean termination of the
          Executive's employment by the Executive other than termination
          for Company Breach or for Good Reason.

          (c)  Explanation of Termination of Employment.  Any party
         terminating this Agreement shall give prompt written  notice
         ("Notice of Termination") to the other party hereto advising such
         other party of the termination hereof.  Within thirty (30) days
         after notification that the Agreement has been terminated, the
         terminating party shall deliver to the other party hereto  a
         written explanation, which shall state in reasonable detail the
         basis for such termination and shall indicate whether termination
         is being made for Cause, Without Cause or for Nonperformance due
         to Disability (if the Company has terminated the Agreement) or
         for Company Breach, Good Reason or Without Good Reason (if the
         Executive has terminated the Agreement).

          (d)  Date of Termination.  "Date of Termination" shall mean the
         date on which Notice of Termination is sent or given hereunder or
         the date of the Executive's death.

     1.6  Compensation Upon Termination.

          (a)  Termination by the Company for Nonperformance due to
     Disability.  If the Company terminates the Executive's employment
     for  Nonperformance  due to Disability, then  the  Company's
     obligation to pay salary and benefits pursuant to Section 1.4
     (Compensation) shall terminate, except that the Company shall pay
     the  Executive and, if applicable, the Executive's heirs (i)
     accrued  but unpaid salary and benefits pursuant to Sections
     1.4(a) (Base Salary), 1.4(b) (Discretionary Bonus) and 1.4(c)
     (Payment and Reimbursement of Expenses) through the Date  of
     Termination and (ii) the benefits set forth in Section 1.6(d)
     (Severance Benefits).

          (b)  Termination by the Company for Cause or by the Executive
     Without Good Reason.  If the Company terminates the Executive's
     employment  for  Cause  or if the Executive  terminates  the
     Executive's employment Without Good Reason, then the Company's
     obligation to pay salary and benefits pursuant to Section 1.4
     (Compensation) shall terminate except that the Company shall (i)
     pay  the  Executive's accrued but unpaid salary and benefits
     pursuant to Sections 1.4(a) (Base Salary) and 1.4(c) (Payment and
     Reimbursement of Expenses) through the Date of Termination and
     (ii) pay the Executive and, if applicable the Executive's heirs,
     the benefits set forth in Section 1.6(d) (Severance Benefits).

          (c)  Termination by the Company Without Cause or by the Executive
     for Company Breach or for Good Reason.

             (i)  Prior to Change of Control.  If the Company terminates the
          Executive's employment Without Cause or if the Executive
          terminates his employment for Company Breach or for Good Reason
          prior to a Change of Control, then (i) for the thirty six (36)
          full months following such termination (or, if the Term would
          have expired in less than thirty six (36) months, then for such
          shorter period), the Company shall continue to pay the Executive
          and, if applicable, the Executive's heirs, pursuant to Sections
          1.4(a) (Base Salary) and 1.4(b) (Discretionary Bonus) (provided
          that the annual bonus (if any) payable to the Executive pursuant
          to Section 1.4(b) (Discretionary Bonus) after such termination
          shall be the average annual bonus received by the Executive for
          the three (3) years prior to such termination) and (ii) the
          Executive and, if applicable, the Executive's heirs, shall
          receive the benefits set forth in Section 1.6(d) (Severance
          Benefits).
            (ii) After a Change of Control.  If the Company terminates the
          Executive's employment Without Cause or if the Executive
          terminates his employment for Company Breach or for Good Reason
          after a Change of Control, then (i) for the remainder of the Term
          or twenty four (24) months, whichever is greater, the Company
          shall continue to pay the Executive and, if applicable, the
          Executive's heirs, pursuant to Sections 1.4(a) (Base Salary) and
          1.4(b) (Discretionary Bonus) (provided that the annual bonus (if
          any) payable to the Executive pursuant to Section 1.4(b)
          (Discretionary Bonus) after such termination shall be the average
          annual bonus received by the Executive for the three (3) years
          prior to such termination) and (ii) the Executive and, if
          applicable, the Executive's heirs, shall receive the benefits set
          forth in Section 1.6(d) (Severance Benefits).

          (d)  Severance Benefits.  Upon termination of the Executive's
          employment  during the Term, the Company  shall  permit  the
          Executive and, if applicable, the Executive's heirs, to continue
          to participate in the Company's employee benefit plans, to the
          extent required by law and subject to the terms and conditions of
          such employee benefit plans

          (e)  No Mitigation.  The Executive shall not be required to
          mitigate the amount of any payment provided for in this Section
          1.6 (Compensation Upon Termination) by seeking other employment
          or otherwise.


     1.7  Death of Executive.  If the Executive dies prior to the
expiration of the Term, then the Executive's employment and other
obligations  hereunder  shall  automatically  terminate  and  the
Company's  obligation  to  pay salary and  benefits  pursuant  to
Section  1.4 (Compensation) shall terminate, except that (a)  the
Company  shall pay the Executive's estate the accrued but  unpaid
salary  and  benefits  pursuant  to  Section  1.4  (Compensation)
through  the  end  of  the month in which the  Executive's  death
occurs  and (b) the Executive's heirs will be eligible to receive
the benefits set forth in Section 1.6(d) (Severance Benefits).

     1.8  Company Successors.  The Company will require and cause any
successor  to all or substantially all of the business or  assets
of  the  Company (whether direct or indirect by purchase, merger,
consolidation,  reorganization,  liquidation  or  otherwise),  by
written agreement, expressly to assume and agree to perform  this
Agreement  in  the same manner and to the same  extent  that  the
Company  would  be required to perform if no such succession  had
taken place.

     1.9  Tax Withholding.  The Company shall deduct or withhold from
any  amounts paid to Executive hereunder all federal,  state  and
local  income tax, Social Security, FICA, FUTA and other  amounts
that the Company determines are required by law to be withheld.

                            ARTICLE 2

                          Miscellaneous

     2.1  Period of Limitations.  No legal action shall be brought and
no  cause  of  action shall be asserted by or on  behalf  of  the
Executive's  spouse,  heirs, assigns, executors  or  personal  or
legal  representatives (collectively, the "Executive Affiliates")
against  the  Company  or any Company Affiliate  (defined  below)
after the expiration of two (2) years from the date of accrual of
such  cause  of action, and any claim or cause of action  of  the
Executive  or  any Executive Affiliate shall be extinguished  and
deemed  released unless asserted by the timely filing of a  legal
action within such two (2)-year period.

     2.2  Counterparts.  This Agreement may be executed in two (2) or
more counterparts, each of which shall be an original, but all of
which together shall constitute one and the same instrument.

     2.3  Indulgences, Etc.  Neither the failure nor any delay on the
part  of  either  party to exercise any right, remedy,  power  or
privilege hereunder shall operate as a waiver thereof, nor  shall
any  single  or  partial exercise of the same or  of  any  right,
remedy,  power or privilege, nor shall any waiver of  any  right,
remedy  power,  or  privilege with respect to any  occurrence  be
construed  as a waiver of such right, remedy, power or  privilege
with respect to any other occurrence.

     2.4  Executive's Sole Remedy.  The Executive's and the Executive
Affiliates'  sole  remedy shall be against the  Company  (or  any
assignee  or successor to all or substantially all the assets  of
the  company or any transferee in receipt of material  assets  of
the  Company  transferred  in fraud of  creditors  (collectively,
"Assigns"))  for  any  Executive  Claim  (defined  below).    The
Executive  and the Executive Affiliates shall have  no  claim  or
right  of  any nature whatsoever against any of the Company's  or
any  if  the Subsidiaries' directors, officers, employees, direct
and  indirect  stockholders, owners, trustees,  beneficiaries  or
agents,  irrespective of when any such person  held  such  status
(collectively,  the  "Company Affiliates") (other  than  Assigns)
arising  out of any Executive Claim.  The Executive, on  his  own
behalf and on behalf of the Executive Affiliates, hereby releases
and covenants not to sue any person other than the Company or its
beneficiaries hereof for purposes of enforcing the terms of  this
Section  2.4 (Executive's Sole Remedy) against the Executive  and
the Executive Affiliates.  Except as set forth in the immediately-
preceding  sentence,  nothing  herein,  express  or  implies,  is
intended to confer upon any party, other than the parties hereto,
and  the company's assigns, any rights, remedies, obligations  or
liabilities under or by reason hereof and no person who is not  a
party hereto may rely on the terms hereof.

      Upon  termination of the Executive's employment,  the  sole
claim  of the Executive and the Executive Affiliates against  the
Company  and  its Assigns for Executive Claims will  be  for  the
amounts described in Section 1.6 (Compensation Upon Termination),
Section 1.7 (Death of Executive) and Section 2.9 (Governing  Law)
and  the  Executive and the Executive Affiliates  shall  have  no
claim against the Company or its Assigns for any Executive Claim,
other  than  those set forth in Sections 1.6,  1.7  and  2.9,  or
against  any Company Affiliate (other than Assigns) for Executive
Claims, including without limitation any claim for damages of any
nature,  be  they actual, direct, indirect, special, punitive  or
consequential.  The Executive, on his own behalf and on behalf of
the  Executive Affiliates, hereby releases and covenants  not  to
sue  for,  collect  or otherwise recover any amount  against  the
Company  or  its  Assigns  for any Executive  Claim,  other  than
amounts  set  forth in Sections 1.6, 1.7 and 2.9, or against  any
Company  Affiliate (other than Assigns) for any Executive  Claim.
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT THE LIMITATIONS ON THE
EXECUTIVES  REMEDIES  EXPRESSED IN THIS SECTION  2.4  (EXECUTIVES
SOLE   REMEDY)  APPLY  WITHOUT  LIMITATION  TO  EXECUTIVE  CLAIMS
RELATING TO NEGLIGENCE.

      "Executive  Claim"  shall  mean  any  claim,  liability  or
obligation of any nature whatsoever arising out of this Agreement
or an alleged breach hereof or for any other claim arising out of
the  Executive's  employment by the Company  or  the  termination
thereof; provided, however, that the term "Executive Claim" shall
not  include  (a)  claims arising in favor of  creditors  of  the
Company generally, including claims arising out of any fraudulent
conveyance or other transfer of assets in fraud of creditors,  or
(b)   any  claim  against  any  insurance  carrier  for  worker's
compensation benefits.

     2.5  Notices, Etc.  All notices and other communications required
or permitted hereunder shall be in writing and shall be mailed by
certified or registered mail, postage prepaid with return receipt
requested, telecopy (with hardcopy delivered by overnight courier
service),  or  delivered by hand, messenger or overnight  courier
service, and shall be deemed given when received at the addresses
of  the  parties  set  forth  below, or  at  such  other  address
furnished in writing to the other parties hereto.

     If to Executive:              Randolph E. Brown
                                   149 Meadow Creek Road
                                   Coppell, Texas  75019

     If to Company                 AMRESCO, INC.
                                   Suite 1900
                                   700 North Pearl Street
                                   Dallas, TX  75201
                                   Attn:  General Counsel
                                  (214)  953-7727 (fax)  (214)  969-5478

     2.6  Provisions Separable.  The provisions hereof are independent
of  and  separable  from each other, and no  provision  shall  be
affected  or rendered invalid or unenforceable by virtue  of  the
fact  that  for  any reason any other or others of  them  may  be
invalid  or unenforceable in whole or in part.  If any  provision
hereof,   or   the  application  thereof  to  any  situation   or
circumstance,  shall be invalid or unforceable  in  whole  or  in
part,  then  the parties shall seek in good faith to replace  any
such  legally invalid provision or portion thereof with  a  valid
provision  that,  in  effect,  will most  nearly  effectuate  the
parties'  intentions  in entering into this  Agreement.   If  the
parties  are  not able to agree on a substitute provision  within
thirty  (30) days after the provision initially is determined  to
be  invalid  or  unforceable, then the  parties  agree  that  the
invalid  or unenforceable provision or portion thereof  shall  be
reformed  pursuant to Section 2.10 (Dispute Resolution)  and  the
new  provision  shall be one that, in effect,  will  most  nearly
effectuate  the  parties'  intentions  in  entering   into   this
Agreement.

     2.7   Entire Agreement.  This Agreement the Restricted Stock
Agreements  and the Stock Option Agreements between the  Company,
and  the Executive and the Retention Bonus Agreement dated  April
24, 2000 between the Company and the Executive (collectively, the
"Employment Documents") contain the entire understanding  between
the  parties hereto with respect to employment, compensation  and
benefits  of  the  Executive, and supersede all other  prior  and
contemporaneous  agreements  and understandings,  inducements  or
conditions,  express  or implied, oral or  written,  between  the
Executive and the Company, or any of the Subsidiaries relating to
the subject matter of the Employment Documents, which other prior
and contemporaneous agreements and understandings, inducements or
conditions shall be deemed terminated effective immediately.  The
express  terms  hereof  control  and  supersede  any  course   of
performance  and/or usage of the trade inconsistent with  any  of
the terms hereof.

     2.8  Headings; Index.  The headings of paragraphs and Sections
herein are included solely for convenience of reference and shall
not   control  the  meaning  or  interpretation  of  any  of  the
provisions  hereof.  The words "herein," "hereof,"  "hereto"  and
"hereunder"  and  other words of similar  import  refer  to  this
Agreement  as a whole and not to any particular Article,  Section
or other subdivision.

     2.9  Governing Law; Attorneys' Fees.  This Agreement shall be
governed  by and construed, interpreted and applied in accordance
with  the laws of the State of Texas, excluding any choice-of-law
rules  that  would  refer  the matter  to  the  laws  of  another
jurisdiction.

      Subject  to Section 2.10 (Dispute Resolution),  each  party
hereto  hereby irrevocably submits to the exclusive  jurisdiction
of  the United States District Court for the Northern District of
Texas  and,  if  such  court does not have jurisdiction,  of  the
courts  of the State of Texas in Dallas County, for the  purposes
of any action arising out of this Agreement or the subject matter
hereof brought by any other party.

      Subject to Section 2.10 (Dispute Resolution), to the extent
permitted  by applicable law, Executive hereby waives and  agrees
not to assert, by way of motion, as a defense or otherwise in any
such  action,  any  claim  (a) that it  is  not  subject  to  the
jurisdiction  of the above-named courts, (b) that the  action  is
brought in an inconvenient forum, (c) that it is immune from  any
legal  process with respect to itself or its property,  (d)  that
the  venue of the suit, action or proceeding is improper  or  (e)
that  this  Agreement of the subject matter  hereof  may  not  be
enforced in or by such courts.

     The prevailing party in any action or proceeding relating to
this Agreement shall be entitled to recover reasonable attorneys'
fees and other costs from the non-prevailing parties, in addition
to  any  other  relief  to  which such prevailing  party  may  be
entitled.

     2.10 Dispute Resolution.

          (a)  Arbitration.  All disputes and controversies of every kind
     and  nature between the parties hereto arising out of or  in
     connection herewith or the transactions described herein as to
     the   construction,  validity,  interpretation  or  meaning,
     performance, non-performance, enforcement, operation or breach,
     shall  be submitted to arbitration pursuant to the following
     procedures.

           (i)  After a dispute or controversy arises, either party may, in
         a  written  notice delivered to the other party,  demand
         arbitration.  Such notice shall designate the name of the
         arbitrator (who shall be an impartial person) appointed by such
         party demanding arbitration, together with a statement of the
         matter in controversy.

            (ii) Within thirty (30) days after receipt of such demand, the
          other party shall, in written notice delivered to the other
          party, name such party's arbitrator (who shall be an impartial
          person).  If such party fails to name an arbitrator, then the
          second arbitrator shall be named by American Arbitration
          Association (the "AAA").  The two (2) arbitrators so selected
          shall name a third (3rd) arbitrator (who shall be an impartial
          person) within thirty (30) days, or in lieu of such agreement on
          a third (3rd)arbitrator by the two (2) arbitrators so appointed,
          the third (3rd) arbitrator shall be appointed by the AAA.  If any
          arbitrator appointed hereunder shall die, resign, refuse or
          become unable to act before an arbitration decision is rendered,
          then the vacancy shall be filled by the method set forth in this
          Section 2.10 (Dispute Resolution) for the original appointment of
          such arbitrator.

            (iii)     Each party shall bear its own arbitration costs and
          expenses.  The arbitration hearing shall be held in Dallas, Texas
          at a location designated by a majority of the arbitrators.  The
          Commercial Arbitration Rules of the American Arbitration
          Association shall be incorporated by reference at such hearing
          and the substantive laws of the State of Texas (excluding
          conflict of laws provisions) shall apply.

            (iv) The arbitration hearing shall be concluded within ten (10)
          days unless otherwise ordered by the arbitrators and the written
          award thereon shall be made within fifteen (15) days after the
          close of submission of evidence.  An award rendered by a majority
          of the arbitrators appointed pursuant hereto shall be final and
          binding on all parties to the proceeding, shall resolve the
          question of costs of the arbitrators and all related matters, and
          judgement on such award may be entered and enforced by either
          party in any court of competent jurisdiction.

            (v)  Except as set forth in Section 2.10(b) (Emergency Relief),
          the parties stipulate that the provisions of this Section 2.10
          (Dispute Resolution) shall be a complete defense to any suit,
          action or proceeding instituted in any federal, state or local
          court or before any administrative tribunal with respect to any
          controversy or dispute arising out of this Agreement or the
          transactions described herein.  The arbitration provisions hereof
          shall, with respect to such controversy or dispute, survive the
          termination or expiration hereof.

     Neither  any  party hereto nor the arbitrators may  disclose
     the  existence  or  results  of  any  arbitration  hereunder
     without  the prior written consent of the other  party;  nor
     will  any  party  hereto disclose to  any  third  party  any
     confidential information disclosed by any other party hereto
     in  the course of an arbitration hereunder without the prior
     written consent of such other party.

          (b)  Emergency Relief.  Notwithstanding anything in this Section
    2.10 (Dispute Resolution) to the contrary and subject to  the
    provisions of Sections 2.9 (Governing Law; Attorneys'  Fees),
    either party may seek from a court any provisional remedy that
    may be necessary to protect any rights or property of such party
    pending  the  establishment of the arbitral tribunal  or  its
    determination of the merits of the controversy.

     2.11 Survival.  The covenants and agreements of the parties set
forth  in  this  Article 2 (Miscellaneous) are  of  a  continuing
nature   and   shall  survive  the  expiration,  termination   or
cancellation hereof, regardless of the reason therefor.

     2.12 Binding Effect, Etc.  This Agreement shall be binding upon
and  inure  to the benefit of and be enforceable by  the  parties
hereto  and  the Company's successors and assigns, including  any
direct  or indirect successor by purchase, merger, consolidation,
reorganization, liquidation or otherwise to all or  substantially
all of the business or assets of the Company, and the Executive's
spouses, heirs and personal and legal representatives.

     2.13 Assignment.  The Executive's obligations hereunder  are
personal   and   may   not  be  assigned  (whether   voluntarily,
involuntarily  or by operation of law) without the prior  written
consent  of the Company.  Any such attempted assignment shall  be
null and void.

     2.14 Amendment.  This Agreement may be amended or modified only
by  written  instrument  duly executed by  the  Company  and  the
Executive.

     2.15 Voluntary Agreement.  The Executive acknowledges that he has
had  sufficient time and opportunity to read and understand  this
Agreement  and  to  consult  with his  legal  counsel  and  other
advisors regarding the terms and conditions set forth herein.

      This  Agreement has been executed and delivered as  of  the
date first written above.

                              AMRESCO, INC.

                              By:
                                   L. Keith Blackwell
                                   President


                                   Randolph E. Brown
                                   Executive

</TEXT>
</DOCUMENT>
