EXECUTION VERSION FIRST AMENDMENT TO AMENDED AND RESTATED INTERIM WAREHOUSE AND SECURITY AGREEMENT

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EXHIBIT 10.2

EXECUTION VERSION

FIRST AMENDMENT TO

AMENDED AND RESTATED INTERIM WAREHOUSE AND SECURITY AGREEMENT

BY AND AMONG

PRUDENTIAL SECURITIES CREDIT CORP.
AS THE LENDER

AND

AMRESCO CAPITAL TRUST

AND

AMREIT I, INC.

AND

AMREIT II, INC.

AND

ACT EQUITIES, INC.

AND

ACT HOLDINGS, INC.
AS, INDIVIDUALLY AND COLLECTIVELY, THE BORROWER

DATED AS OF NOVEMBER 3, 2000

FIRST AMENDMENT TO AMENDED AND RESTATED
INTERIM WAREHOUSE AND SECURITY AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED INTERIM WAREHOUSE AND
SECURITY AGREEMENT is dated as of November 3, 2000 (the "FIRST AMENDMENT"), and
is by and among PRUDENTIAL SECURITIES CREDIT CORP., LLC (successor in interest
to Prudential Securities Credit Corp.), a Delaware limited liability company,
having an office at ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the
"LENDER") and AMRESCO CAPITAL TRUST, a Texas real estate investment trust
("ACT"), AMREIT I, INC., a Delaware corporation ("AMREIT I") AMREIT II, INC., a
Nevada corporation ("AMREIT II"), ACT EQUITIES, INC., a Georgia corporation
("EQUITIES"), and ACT HOLDINGS, INC., a Georgia corporation ("HOLDINGS"),each
having its principal office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇ (individually and collectively, the "BORROWER"). Capitalized terms used in
this First Amendment and not otherwise specifically defined herein are used as
defined in the Agreement (defined below).

THE PARTIES ENTER THIS FIRST AMENDMENT on the basis of the following
facts, understandings and intentions:

A. Borrower and Lender entered that certain Amended and Restated
Interim Warehouse and Security Agreement (the "AGREEMENT") dated as of May 4,
1999.

B. Borrower, among other things, desires to extend the Maturity Date
(as defined in this First Amendment) of the Agreement.

C. Section VII of the Agreement requires that any modifications to the
Agreement be made in a writing signed by the authorized agents of each of
Borrower and Lender.

D. The parties hereto have agreed to express the foregoing and other
modifications to the Agreement in this First Amendment.

NOW, THEREFORE, IN EXCHANGE for good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties to the First
Amendment hereby agree as follows:

1. Maturity Date. The definition of Maturity Date set forth in
Appendix 1 of the Agreement is hereby amended on the First Amendment Effective
Date (as defined below) by deleting it in its entirety and replacing the
following therefor:

"`Maturity Date' means the earlier to occur of (a) April 30,
2001 and (b) 60 days following the termination of the Securitization Agreement
by the Borrower."

2. Lender. The definition of Lender is hereby amended on the
First Amendment Effective Date by deleting it in its entirety and replacing the
following therefor:

"`Lender' means Prudential Securities Credit Corp., LLC
(successor in interest to Prudential Corp.)."

3. Maximum Loan Amount. Section I(1) of the Agreement is
hereby amended on the First Amendment Effective Date by adding the following at
the end of subsection (c) to read as follows:

"On and after the First Amendment Effective Date (as such term is
defined in the First Amendment to this Agreement), the Maximum Loan
Amount shall be reduced to the lesser of $35,000,000 and the applicable
Maximum Advance Amount permitted for Pledged Eligible Assets under this
Agreement which may be made in one or more Advances, which Advances may
be used only for purposes of (i) servicing unfunded Advance Amounts
under this Agreement with respect to the Approved Assets generally
described in Schedule A, (ii) the payment of dividends to ACT's
shareholders as may be required by Sections 856 through and including
860 of the Code to maintain ACT's status as a REIT, (iii) the
Advisory/Extension Fee and (iv) legal fees directly related to the
preparation of the First Amendment to this Agreement. In the event that
Lender makes any Advance to Borrower on and after the First Amendment
Effective Date, Lender, in its sole discretion, may specifically
designate or redesignate, as the case may be, the Approved Asset(s) to
which any portion of the outstanding Loan shall apply."

4. Maturity and Prepayment. Section I(5) of the Agreement is
hereby amended on the First Amendment Effective Date by deleting the period at
the end of the last sentence of subsection (b) and adding the following phrase
at the end thereof as follows:

"; provided, however, that amounts prepaid or repaid under this
Agreement may be re-borrowed only for the purposes specified in the
last two sentences of Section I(1)(c) of this Agreement as amended by
the First Amendment (as such term is defined in the First Amendment to
this Agreement)."

5. Maturity and Prepayment. Section I(5) of the Agreement is
hereby amended on the First Amendment Effective Date by adding a new clause (d)
at the end thereof to read as follows:

"(d) Any repayments or prepayments made on or after the First Amendment
Effective Date, at the discretion of the Lender, may be used towards
payment of any Approved Asset generally described on Schedule A;
provided that such payment is not inconsistent with the terms of this
Section I(5) or Section IV of this Agreement."

6. Financial Covenants. Section III(C)(1)(d) of the Agreement
is hereby amended on the First Amendment Effective Date by deleting the
following phrase ", which is 1% of the Maximum Loan Amount" at the end thereof.

7. Underwriter. Section III(C)(3) of the Agreement is hereby
amended on the First Amendment Effective Date by deleting the following phrase:
"within eighteen months following the date of this Agreement" and substituting
in lieu thereof the phrase: "from the date of this Agreement up to April 30,
2001".

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8. Financing Transactions. Section III(C)(8) of the Agreement
is hereby amended on the First Amendment Effective Date by deleting the
following phrase: "If, at any time within 18 months following the date of this
Agreement, the Borrower or any of its Affiliates proposes or enters into a
letter of intent or agreement:" and substituting in lieu thereof the phrase:
"If, following the date of this Agreement up through and including April 30,
2001, the Borrower or any of its Affiliates proposes or enters into a letter of
intent or agreement:"

9. Approved Assets. The Agreement is hereby amended on the
First Amendment Effective Date by deleting the existing Schedule A thereto and
substituting a new Schedule A in the form set forth in Appendix I hereto.

10. Advisory/Extension Fee. Prior to or on Borrower's
execution of this First Amendment, Borrower shall pay Lender an
advisory/extension fee of Two Hundred Fifty Thousand Dollars ($250,000) for
services rendered in connection with this First Amendment (the
"ADVISORY/EXTENSION FEE"). The Advisory/Extension Fee is in addition to any
other amounts due and owing to Lender under the Agreement or any other agreement
between Lender and Borrower in connection with the Loan.

11. Representations and Warranties. Borrower represents and
warrants that as of the First Amendment Effective Date (i) the First Amendment
has been duly authorized, executed, and delivered by Borrower; (ii) no action
of, or filing with, any governmental authority is required to authorize, or is
otherwise required in connection with, the execution, delivery, and performance
by Borrower of this First Amendment; (iii) the Agreement, as amended by this
First Amendment, is valid and binding upon Borrower and is enforceable against
Borrower in accordance with their respective terms and there are no offsets,
claims or defenses with respect to Borrower's obligations thereunder; (iv) the
execution, delivery, and performance by Borrower of this First Amendment does
not require the consent of any other person and does not and will not constitute
a violation of any laws, agreements, or undertakings to which Borrower is a
party or by which Borrower is bound; (v) except as set forth on Schedule C in
the form set forth in Appendix II hereto, each and every representation and
warranty set forth in Section III of the Agreement is true, correct and complete
as though such representation or warranty were made as of the First Amendment
Effective Date, and (vi) no Event of Default, as such term is defined in Section
IX of the Agreement, has occurred or with the passage of time or giving of
notice, or both, would occur.

12. Waiver. Borrower and each of its successors and assigns
does hereby forever release, discharge and acquit Lender, and their respective
parents, subsidiaries and Affiliates, and their respective officers, directors,
shareholders, agents and employees, and their respective successors, heirs and
assigns, and each of them, of and from any and all claims, demands, obligations,
liabilities, indebtedness, breaches of contract, breaches of duty or any
relationship, acts, omissions, misfeasance, malfeasance, cause or causes of
action, debts, sums of money, accounts, compensation, contracts, controversies,
promises, damages, costs, losses and expenses, of every type, kind, nature,
description or character, and irrespective of how, why, or by reason of facts,
whether heretofore or now existing or arising, or which could, might or may be
claimed to now exist or arise, of whatever kind or name, whether known or
unknown, suspected or unsuspected, liquidated or unliquidated, each as though
fully set forth at length and which in any way arise out of, or are connected
with or relate to the Agreement, as such term is

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defined in the Agreement, or as such term was defined in the Agreement prior to
the execution of this First Amendment.

13. No Implied Waiver. Borrower acknowledges and agrees that
the execution of the First Amendment is not intended nor shall it be construed
as (i) an actual or implied waiver by Lender of any default by Borrower under
the Agreement, or (ii) an actual or implied waiver by Lender of any condition or
obligation imposed upon Borrower pursuant to the Agreement.

14. Further Acts. Borrower agrees to execute and deliver to
Lender, promptly upon request from Lender, such additional documents as may be
necessary or appropriate to consummate the perfection of the liens on the
Collateral.

15. Effectiveness of First Amendment. This First Amendment
shall become effective on the date (the "FIRST AMENDMENT EFFECTIVE DATE") when
the conditions enumerated below have been satisfied:

(a) each Borrower and the Lender shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have
delivered (including by way of facsimile transmission) the same to the Lender;

(b) Borrower shall have paid or procured payment of the
Advisory/Extension Fee to Lender;

(c) the Lender shall have received one or more legal
opinions from legal counsel (which may be in-house counsel) to the Borrower in
the Form of Appendix III hereto, or otherwise in form and substance satisfactory
to Lender; and

(d) the Lender's counsel's legal fees have been paid in
full.

16. References to the Agreement after the First Amendment
Effective Date. On and after the First Amendment Effective Date, each reference
in the Agreement to "this Agreement", "hereunder", "hereof", "herein", or words
of like import referring to the Agreement, and each reference in the other
documents relating to or identified in the Agreement in connection with the Loan
shall mean and be a reference to the Agreement as amended by this First
Amendment.

17. Clause Headings. Clause headings in this First Amendment
are included herein for convenience of reference only and shall not constitute a
part of this First Amendment for any other purpose or be given any substantive
effect.

18. Miscellaneous. The First Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document. Signature pages may be delivered by facsimile.

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19. Full Force and Effect. Except as amended hereby, the
terms, covenants and conditions of the Agreement remain in full force and effect
and unmodified.

[Signature Page S-1 Attached]

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IN WITNESS WHEREOF, the parties have executed this First Amendment as
of the day and year first above written.

AMRESCO CAPITAL TRUST

By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President