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EXHIBIT 2
FORM OF LEGEND
This certificate also evidences and entitles the holder hereof to certain rights
as set forth in a Rights Agreement between AMRESCO Capital Trust and The Bank of
New York, dated as of February 25, 1999 (the "Rights Agreement"), the terms of
which are hereby incorporated herein by reference and a copy of which is on file
at the principal executive offices of AMRESCO Capital Trust. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. AMRESCO Capital Trust will mail to the holder of this certificate a
copy of the Rights Agreement without charge after receipt of a written request
therefor. Under certain circumstances, as set forth in the Rights Agreement,
Rights issued to, or held by, any Person who is, was or becomes an Acquiring
Person or any Affiliate or Associate thereof (as such terms are defined in the
Rights Agreement) may become null and void.
