8-K

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

January 9, 2002
(Date of Report; Date of Earliest Event Reported)

American Residential Investment Trust, Inc.
(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction of incorporation)

001-13485	33-0741174
(Commission File Number)	(IRS Employer Identification No.)
445 Marine View Drive, Suite 230, Del Mar, California	92014
(address of principal executive offices)	(Zip Code)
(858) 350-5000 (Registrant's telephone number, including area code)

Item 5.  Other Events

    On December 20, 2001, American Residential Investment Trust, Inc. (the "Company") entered into the following agreements and simultaneously closed the transactions contemplated thereby: (i) the Termination and Release Agreement (the "Termination Agreement"), by and among the Company, Home Asset Management Corp., a Delaware corporation ("HAMCO"), MDC REIT Holdings, L.L.C., a Delaware limited liability company ("Holdings"), TCW/Crescent Mezzanine Partners, L.P., TCW/Crescent Mezzanine Trust, TCW/Crescent Mezzanine Investment Partners, L.P., Crescent/Mach I Partners, L.P. and TCW Shared Opportunity Fund II, L.P. (collectively, the "TCW Entities"), (ii) Amendment No. 1 to the Securities Purchase Agreement, by and among the Company, HAMCO, Holdings and the TCW Entities, (iii) Amendment No. 1 to the Registration Rights Agreement, by and among the Company and the Holders (as such term is defined therein), and (iv) the Voting Agreement, by and among the Company, HAMCO, Holdings and John M. Robbins, Jr.

    Pursuant to the Termination Agreement, the Company paid HAMCO $10,000,000 in exchange for (i) the termination of that certain Management Agreement, dated as of February 11, 1997 and as amended August 1997, (ii) the removal of the Company as a party from that certain Securities Purchase Agreement, dated as of February 11, 1997, and (iii) certain additional obligations of HAMCO, Holdings and the TCW Entities.

    Attached hereto as Exhibit 99.1 is the press release dated January 8, 2002.

Item 7.  Exhibits.

(a)

Financial statements of business acquired.

Not applicable.

(b)

Pro forma financial information.

Not applicable.

(c)

Exhibits.

Exhibit No.	Description
9.1	The Voting Agreement, dated as of December 20, 2001.
10.17	The Termination and Release Agreement, dated as of December 20, 2001.
10.18	Amendment No. 1 to the Securities Purchase Agreement, dated as of December 20, 2001.
10.19	Amendment No. 1 to the Registration Rights Agreement, dated as of December 20, 2001.
99.1	Press Release, dated January 8, 2002.

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SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERICAN RESIDENTIAL INVESTMENT TRUST, INC.
Date: January 9, 2002	By:	/s/ JUDITH A. BERRY Judith A. Berry Chief Financial Officer

3

EXHIBIT INDEX

Exhibit No.	Description
9.1	The Voting Agreement, dated as of December 20, 2001.
10.17	The Termination and Release Agreement, dated as of December 20, 2001.
10.18	Amendment No. 1 to the Securities Purchase Agreement, dated as of December 20, 2001.
10.19	Amendment No. 1 to the Registration Rights Agreement, dated as of December 20, 2001.
99.1	Press Release, dated January 8, 2002.

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Item 5. Other Events
Item 7. Exhibits.

SIGNATURES
EXHIBIT INDEX

EX-9.1

                                                                     Exhibit 9.1


                                VOTING AGREEMENT


                  This Voting Agreement (the "AGREEMENT") is entered into as of
December 20, 2001, by and among American Residential Investment Trust, Inc., a
Maryland corporation (the "COMPANY"), MDC REIT Holdings, LLC, a Delaware limited
liability company ("HOLDINGS"), Home Asset Management Corp., a Delaware
corporation ("HAMCO") and John M. Robbins, Jr. ("ROBBINS"). The Company,
Holdings, HAMCO and Robbins are collectively referred to herein as the
"PARTIES."

                                    RECITALS

                  WHEREAS, contemporaneously with the execution and delivery of
this Agreement, the Company, HAMCO and Holdings are entering into that certain
Termination and Release Agreement (the "TERMINATION AND RELEASE AGREEMENT").

                  WHEREAS, HAMCO is the managing member of Holdings.

                  WHEREAS, Robbins and Holdings are stockholders of the Company.

                  WHEREAS, a condition precedent to the closing of the
transactions contemplated by the Termination and Release Agreement is the
execution and delivery of this Agreement.

                                    AGREEMENT

                  NOW, THEREFORE, in consideration of the mutual
representations, warranties, undertakings and covenants contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Parties agree as follows:

                                    ARTICLE I
                                VOTING OF SHARES

         1.1      AGREEMENT TO VOTE. Holdings, HAMCO, Robbins and any entity to
whom Holdings, HAMCO or Robbins transfer any Shares (as defined in Section 1.2)
will at any meeting of the stockholders of the Company and on any solicitation
of written consents of the stockholders of the Company, vote the Shares in favor
of any motion or proposition that is made solely to (i) revoke the Company's
election to be a real estate investment trust or "REIT" under the Internal
Revenue Code of 1986, as amended (the "CODE") and (ii) amend the Company's
Articles of Amendment and Restatement ("ARTICLES") and Bylaws to remove all
provisions that (a) restrict the acquisition and transfer of shares of the
Company's common stock and are designed to preserve the Company's status as a
REIT under the Code, and (b) provide special rights, preferences and privileges
to Crescent (as defined in the Articles) or the holders of the Senior Secured
Notes (as defined in the Articles), and (c) make references to Crescent or the
Senior Secured Notes.


                                       1



         1.2      SHARES. "Shares" shall mean 1,600,000 shares of common stock
of the Company owned by Holdings on the date hereof and 8,000 shares of common
stock of the Company owned by Robbins on the date hereof. In the event of a
stock dividend or distribution, or any change in the capital stock of the
Company by reason of any stock dividend or distribution, or any change in the
capital stock of the Company by reason of any split-up, recapitalization,
combination, exchange of shares or the like, the term "Shares" shall be deemed
to refer to and include the Shares as well as all such stock dividends and
distributions and any securities into which or for which any or all of the
Shares may be changed or exchanged or which are received in such transaction.

         1.3      PROXY. Concurrently with the delivery of this Agreement,
Holdings agrees to deliver to the Company a proxy in the form attached hereto as
EXHIBIT A (the "PROXY"), which shall be irrevocable to the fullest extent
permissible by law but subject to termination as stated therein, with respect to
the Shares.

         1.4      LIMITATIONS ON SALES. During the term of this Agreement,
Holdings, HAMCO and Robbins agree not to sell, assign, transfer, loan, tender,
pledge, hypothecate, exchange, encumber or otherwise dispose of, or issue an
option or call with respect to, any of the Shares or impair the Shares or cause
any of the foregoing to occur; PROVIDED, HOWEVER, that Holdings, HAMCO and
Robbins may sell or otherwise dispose of any of the Shares if the transferee of
such Shares agrees to be bound by and subject to the terms and conditions of
this Agreement as if such transferee had executed this Agreement on the date
hereof.

                                   ARTICLE II
                            MISCELLANEOUS PROVISIONS

         2.1      TERM. This Agreement and the proxy described in Section 1.3
hereof shall each expire and be of no further force and effect upon the earlier
of (i) the cessation of the Company's next meeting of stockholders and any
postponement or adjournment thereof (annual or special) held after December 31,
2001, and (ii) August 15, 2002.

         2.2      SPECIFIC PERFORMANCE. The Parties agree that in the event that
any of the provisions of this Agreement were not performed in accordance with
their specific terms or were otherwise breached, damages would be difficult to
measure. It is accordingly agreed that the Parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement.

         2.3      LEGEND. Holdings, HAMCO and Robbins agree that the reverse
side of each stock certificate evidencing the Shares shall bear an endorsement
(which shall be made conspicuous by using capital letters, bold-face or
contrasting type, underlining or by similar means) in substantially the
following form:

                  "THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A
                  VOTING AGREEMENT, A COPY OF WHICH HAS BEEN DEPOSITED WITH THE
                  COMPANY AT ITS


                                       2



                  PRINCIPAL OFFICE AND WILL BE PROVIDED TO THE HOLDER HEREOF
                  UPON REQUEST. THE VOTING AGREEMENT EXPIRES ON THE EARLIER TO
                  OCCUR OF (X) THE CESSATION OF THE COMPANY'S NEXT MEETING OF
                  STOCKHOLDERS AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF
                  (ANNUAL OR SPECIAL) HELD AFTER DECEMBER 31, 2001, AND (Y)
                  AUGUST 15, 2002."

         The Company consents and agrees to the placement of such a legend on
certificates evidencing the Shares and agrees to endorse the foregoing legends
on such certificates and to notify any potential transferee of the Shares of the
existence and terms of this Agreement.

         In no event shall such legend be allowed to remain on the Shares
following the expiration of the term of this Agreement. The Company consents and
agrees to the removal of such legend immediately upon the expiration of the term
of this Agreement.

         2.4      GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California, without giving
effect to the choice of law principles thereof.

         2.5      DESCRIPTIVE HEADINGS. The descriptive headings herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.

         2.6      PARTIES IN INTEREST. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto and its successors and
permitted assigns, and nothing in this Agreement, express or implied, is
intended to or shall confer upon any other person any rights, benefits or
remedies of any nature whatsoever under or by reason of this Agreement.

         2.7      SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof. If any
provision of this Agreement, or the application thereof to any person or any
circumstance, is invalid or unenforceable, (a) a suitable and equitable
provision shall be substituted therefor in order to carry out, so far as may be
valid and enforceable, the intent and purpose of such invalid or unenforceable
provision and (b) the remainder of this Agreement and the application of such
provision to other persons or circumstances shall not be affected by such
invalidity or unenforceability, nor shall such invalidity or unenforceability
affect the validity or enforceability of such provision, or the application
thereof, in any other jurisdiction.

         2.8      COUNTERPARTS. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties.


                                       3



         2.9      INTERPRETATION.

                  (a)      The words "hereof," "herein," and words of similar
import shall, unless otherwise stated, be construed to refer to this Agreement
as a whole and not to any particular provision of this Agreement, and article,
section, paragraph, exhibit, and schedule references are to the articles,
sections, paragraphs, exhibits, and schedules of this Agreement unless otherwise
specified. Whenever the words "include," "includes," or "including" are used in
this Agreement, they shall be deemed to be followed by the words "without
limitation." All terms defined in this Agreement shall have the defined meanings
contained herein when used in any certificate or other document made or
delivered pursuant hereto unless otherwise defined therein. The definitions
contained in this Agreement are applicable to the singular as well as the plural
forms of such terms and to the masculine as well as to the feminine and neuter
genders of such terms. Any agreement, instrument, or statute defined or referred
to herein or in any agreement or instrument that is referred to herein means
such agreement, instrument, or statute as from time to time, amended, qualified
or supplemented, including (in the case of agreements and instruments) by waiver
or consent and (in the case of statutes) by succession of comparable successor
statutes and all attachments thereto and instruments incorporated therein.
References to a person are also to its permitted successors and assigns.

                  (b)      The phrases "the date of this Agreement," "the date
hereof," and terms of similar import, unless the context otherwise requires,
shall be deemed to refer to the date first set forth above.

                  (c)      The Parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship of any
provisions of this Agreement.

         2.10     NOTICES. All notices, requests, instructions or other
documents to be given under this Agreement shall be in writing and shall be
deemed given, (i) five business days following sending by registered or
certified mail, postage prepaid, (ii) when sent if sent by facsimile; PROVIDED,
HOWEVER, that the facsimile is promptly confirmed by telephone confirmation
thereof, (iii) when delivered, if delivered personally to the intended
recipient, and (iv) one business day following sending by overnight delivery via
a national courier service, and in each case, addressed to a party at the
following address for such party:

                 if to Company or
                 Robbins, to:        American Residential Investment Trust, Inc.
                                     445 Marine View Avenue, Suite 230
                                     Del Mar, California 92014
                                     Attention:  Chief Financial Officer
                                     Fax: (858) 350-6484


                                       4



                 with a copy to:     Gray Cary Ware & Freidenrich LLP
                                     4365 Executive Drive, Suite 1100
                                     San Diego, California  92121-2133
                                     Attention:  Christopher M. Smith, Esq.
                                     Facsimile:  (858) 677-1477


                 if to Holdings, to: MDC Reit Holdings, LLC
                                     11100 Santa Monica Blvd., Suite 2000
                                     Los Angeles, California 90025
                                     Attention:  President
                                     Facsimile: (310) 235-5967

                 with a copy to:     Skadden, Arps, Slate, Meagher & Flom LLP
                                     300 South Grand Avenue
                                     34th Floor
                                     Los Angeles, California 90071
                                     Attention:  Jeffrey H. Cohen, Esq.
                                     Facsimile: (213) 687-5600

                 if to HAMCO, to:    Home Asset Management Corp.
                                     11100 Santa Monica Blvd., Suite 2000
                                     Los Angeles, California 90025
                                     Attention:  President
                                     Facsimile:  (310) 235-5967

                 with a copy to:     Skadden, Arps, Slate, Meagher & Flom LLP
                                     300 South Grand Avenue
                                     34th Floor
                                     Los Angeles, California 90071
                                     Attention:  Jeffrey H. Cohen, Esq.
                                     Facsimile: (213) 687-5600


                  or to such other address or facsimile number as the person to
whom notice is given may have previously furnished to the other in writing in
the manner set forth above.

         2.11     ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the Parties hereto in respect of the subject matter hereof and
supersedes all other prior agreements and understandings, both written and oral,
between the parties in respect of the subject matter hereof.

         2.12     ATTORNEYS' FEES. In the event of any Action at law or in
equity in relation to this Agreement, the prevailing party in such Action shall
be entitled to receive its reasonable attorneys' fees and all other costs and
expenses of such Action. For purposes of this Section


                                       5



2.12, "Action" means any action, appeal, petition, plea, charge, complaint,
claim, suit, demand, litigation, arbitration, mediation, hearing, inquiry,
investigation or similar event, occurrence, or proceeding at law or at equity.

         2.13     SUCCESSORS IN INTEREST OF HOLDINGS, HAMCO AND ROBBINS. The
provisions of this Agreement shall be binding upon the successors in interest of
Holdings, HAMCO and Robbins to any of the Shares. The Company shall not permit
the transfer of any of the Shares on its books or issue a new certificate
representing any of the Shares unless and until the person to whom such security
is to be transferred shall have executed a written agreement, satisfactory in
form and substance to the Company, pursuant to which such person becomes a party
to this Agreement and agrees to be bound by all the provisions hereof as if such
person was a Party hereto.


                                      * * *


                                       6



                  IN WITNESS WHEREOF, the parties have executed this Voting
Agreement as of the date first set forth above.

                                    COMPANY:

                                    American Residential Investment Trust, Inc.

                                    By: /s/ John M. Robbins, Jr.
                                       -----------------------------------------
                                    Name:  John M. Robbins, Jr.
                                         ---------------------------------------
                                    Title:  Chairman of the Board and Chief
                                            Executive Officer
                                          --------------------------------------
                                    Address:  445 Marine View Avenue, Suite 230
                                            ------------------------------------
                                              Del Mar, CA 92014
                                            ------------------------------------


                                    ROBBINS:
                                              /s/ John M. Robbins, Jr.
                                             -----------------------------------
                                             John M. Robbins, Jr.

                                    HOLDINGS:

                                    MDC REIT HOLDINGS, LLC
                                    By:  Home Asset Management Corp., its
                                         managing member


                                    By:  /s/ George E. McCown
                                       -----------------------------------------
                                    Name:  George E. McCown
                                         ---------------------------------------
                                    Title: Chairman of the Board and President
                                          --------------------------------------
                                    Address:
                                            ------------------------------------

                                            ------------------------------------


                                    HAMCO:

                                    Home Asset Management Corp.

                                    By:  /s/ George E. McCown
                                       -----------------------------------------
                                    Name:  George E. McCown
                                         ---------------------------------------
                                    Title: Chairman of the Board and President
                                          --------------------------------------
                                    Address:
                                            ------------------------------------

                                            ------------------------------------





                                    EXHIBIT A

                                IRREVOCABLE PROXY

         MDC REIT Holdings, LLC, a Delaware limited liability company
("HOLDINGS") and a stockholder of American Residential Investment Trust, Inc., a
Maryland corporation (the "COMPANY"), hereby irrevocably (to the fullest extent
permitted by law), but subject to the termination provisions hereof, appoints
the Company, as the sole and exclusive attorney and proxy of the undersigned,
with full power of substitution and resubstitution, to vote and exercise all
voting and related rights (to the full extent that the undersigned is entitled
to do so) with respect to all of the shares of the Company that now are
beneficially owned by the undersigned, and any and all other shares or
securities of the Company issued or issuable in respect thereof on or after the
date hereof (collectively, the "SHARES"), but solely in accordance with the
terms of this Proxy. The Shares beneficially owned by Holdings as of the date of
this Proxy are 1,600,000 shares of the Company's common stock. Upon the
undersigned's execution of this Proxy, any and all prior proxies given by the
undersigned with respect to such Shares are hereby revoked and the undersigned
agrees not to grant any subsequent proxies with respect to the Shares and the
matters set forth in the third paragraph hereof.

         This Proxy is irrevocable (to the fullest extent permitted by law),
subject to the termination provisions hereof, is coupled with an interest and is
granted pursuant to that certain Voting Agreement of even date herewith by and
between the Company, Holdings, HAMCO and Robbins (HAMCO and Robbins, as defined
in the Voting Agreement) (the "VOTING AGREEMENT"), and is granted in
consideration of the Company's execution and delivery of the Termination and
Release Agreement (as defined in the Voting Agreement).

         The Company is hereby authorized and empowered by the undersigned,
subject to the termination provisions in Section 2.1 of the Voting Agreement, to
act as the undersigned's attorney and proxy to vote the Shares, and to exercise
all voting, consent and similar rights of the undersigned with respect to the
Shares (including, without limitation, the power to execute and deliver written
consents) at every annual, special or adjourned meeting of stockholders of the
Company and in every written consent in lieu of such meeting, in favor of any
motion or proposition that is made solely to (i) terminate the Company's status
as a real estate investment trust or "REIT" under the Internal Revenue Code of
1986, as amended (the "CODE"), and (ii) amend the Company's Articles of
Amendment and Restatement ("ARTICLES") and Bylaws to remove all provisions that
(a) restrict the acquisition and transfer of shares of the Company's common
stock and are designed to preserve the Company's status as a REIT under the
Code, (b) provide special rights, preferences and privileges to Crescent (as
defined in the Articles) or the holders of the Senior Secured Notes (as defined
in the Articles), and (c) make reference to Crescent and the Senior Secured
Notes.

         The Company may not exercise this Proxy on any other matter except as
provided above. The undersigned (or other owner of the Shares) may vote the
Shares on all other matters.

         Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.


                                       i



         This Proxy, and all obligations of the undersigned hereunder, shall
terminate immediately, without any further action being required, upon any
termination of the Voting Agreement.


                                    Dated:  December 20, 2001


                                    MDC REIT Holdings, LLC


                                    By:  /s/ George E. McCown
                                       -----------------------------------------
                                    Name:  George E. McCown
                                         ---------------------------------------
                                    Title: Chairman of the Board and President
                                           of Home Asset Management Corp., its
                                           General Partner
                                          --------------------------------------
                                    Address:
                                            ------------------------------------

                                            ------------------------------------


                      [SIGNATURE PAGE TO IRREVOCABLE PROXY]


                                       ii

EX-10.17

                                                                   Exhibit 10.17


                        TERMINATION AND RELEASE AGREEMENT


                  This Termination and Release Agreement (the "AGREEMENT") is
entered into as of December 20, 2001 by and among American Residential
Investment Trust, Inc., a Maryland corporation (the "COMPANY"), Home Asset
Management Corp., a Delaware corporation (the "MANAGER"), TCW/Crescent Mezzanine
Partners, L.P., TCW/Crescent Mezzanine Trust, TCW/Crescent Mezzanine Investment
Partners, L.P., Crescent/Mach I Partners, L.P. and TCW Shared Opportunity Fund
II, L.P. (collectively, the "TCW ENTITIES") and MDC REIT Holdings, L.L.C., a
Delaware limited liability company ("HOLDINGS"). The Company, the Manager, the
TCW Entities and Holdings are collectively referred to herein as the "PARTIES".

                                    RECITALS

                  WHEREAS, the Company and the Manager have previously entered
into that certain Management Agreement, dated as of February 11, 1997 and as
amended August 1997, in connection with the initial funding of the Company (as
amended, the "MANAGEMENT AGREEMENT").

                  WHEREAS, the Company and the Manager now desire to terminate
the Management Agreement and provide for certain other ongoing obligations
between them.

                  WHEREAS, in order to induce the Company to enter into this
Agreement, and as a condition to closing the transactions contemplated by this
Agreement, the Parties have agreed to amend the Securities Purchase Agreement,
dated as of February 11, 1997, by and among the Parties (the "SECURITIES
PURCHASE AGREEMENT").

                  WHEREAS, the TCW Entities will be the indirect beneficiaries
of the Purchase Price (as defined herein) paid by the Company to the Manager
pursuant to the covenant in this Agreement obligating the Manager to apply the
Purchase Price as partial payment of the 12% Senior Secured Notes due February
11, 2002 that the Manager issued to the TCW Entities pursuant to the Securities
Purchase Agreement.

                                    AGREEMENT

                  NOW, THEREFORE, in consideration of the mutual
representations, warranties, undertakings and covenants contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Parties agree as follows:

                                    ARTICLE I
                     TERMINATION OF THE MANAGEMENT AGREEMENT

         1.1      TERMINATION OF THE MANAGEMENT AGREEMENT. Upon the terms and
subject to the conditions of this Agreement, at the closing of the transactions
contemplated by this Agreement,


                                       1



the Management Agreement shall be terminated in its entirety and shall be of no
further force and effect.

         1.2      CLOSING. The Closing shall take place at the offices of Gray
Cary Ware & Freidenrich LLP, 4365 Executive Drive, Suite 1100, San Diego, CA
92121-2133 at 10:00 a.m. local time as soon as practical following the execution
of this Agreement, which shall be no later than the fifth business day after the
satisfaction or waiver of the conditions of the obligations of the Parties set
forth in ARTICLE V of this Agreement and in no event later than December 31,
2001, unless another date or place is agreed to in writing by the Company and
the Manager (the "CLOSING DATE").

         1.3      ACTIONS OF THE CLOSING. At the closing:

                  (a)      The Company shall deliver to the Manager all of the
certificates, instruments and documents referred to in Section 5.2;

                  (b)      The Manager shall deliver to the Company all of the
certificates, instruments and documents referred to in Section 5.3 including,
without limitation, the Amended Registration Rights Agreement (as defined in
Section 5.2(e)), the Amended Securities Purchase Agreement (as defined in
Section 5.3(g)) and the Voting Agreement (as referenced in Section 5.3(h)). The
Amended Registration Rights Agreement, the Amended Securities Purchase
Agreement, the Voting Agreement and this Agreement are collectively referred to
herein as the "TRANSACTION DOCUMENTS".

                  (c)      The Company shall also deliver to the Manager Ten
Million Dollars ($10,000,000) (the "PURCHASE PRICE"), as adjusted pursuant to
Section 1.3(d) below, in immediately available funds, which shall be wired to an
account designated by the Manager.

                  (d)      The Purchase Price shall be adjusted pursuant to
Schedule 1.3(d) attached hereto.

         1.4      EQUITY PAYMENTS.

                  (a)      At the end of each of the first sixteen (16) full
calendar quarters following the Closing, if the weighted average closing price
("AVERAGE TRADING PRICE") of the Company's common stock reported by the New York
Stock Exchange has exceeded $11.875 per share for that quarter (a "QUALIFYING
QUARTER"), the Company shall be entitled to an equity payment payable by the
Manager as set forth below.

                  (b)      On the tenth day following a Qualifying Quarter, the
Manager will pay to the Company, in cash or shares of the Company's common stock
(the value of the Company stock being equal to the Average Trading Price of the
Qualifying Quarter), at the Manager's election, an amount, if any, equal to (i)
the product of (a) 1.6 million and (b) the amount by which the Average Trading
Price for the Qualifying Quarter exceeds $11.875 per share, minus (ii) the
aggregate amount previously paid in accordance with the terms of this Section
1.4(b).


                                       2



                  (c)      The aggregate of all payments made pursuant to this
Section 1.4 shall not exceed an amount equal to $5 million minus the sum of (i)
$1.67 million if the $5 million Senior Subordinated Secured Revolving Credit
Facility to be provided by the TCW Entities (the "REVOLVER") is drawn upon by
the Company within one year of the Closing, (ii) $1.67 million the first time
the Revolver is renewed (whether or not any amounts are actually drawn down from
the Revolver), and (iii) $1.67 million the second time the Revolver is renewed.

                  (d)      The Company shall immediately reimburse the Manager
for any payment previously made pursuant to this Section 1.4 that exceeds the
aggregate amount payable determined in accordance with the above Section 1.4(c).

                  (e)      No payments shall be required to be made pursuant to
this Section 1.4 if at any time payment would otherwise be due there exists any
Default or Event of Default (each as defined in the Revolver) under the
Revolver, PROVIDED, HOWEVER, that if such Default or Event of Default is cured
pursuant to the terms of the Revolver than any such payment due pursuant to this
Section shall be due and payable immediately following such cure.

                                   ARTICLE II
                        REPRESENTATIONS AND WARRANTIES OF
                   THE MANAGER, THE TCW ENTITIES AND HOLDINGS

         The Manager, the TCW Entities and Holdings each hereby represents and
warrants, with respect to itself only, severally and not jointly, to the Company
as follows:

         2.1      AUTHORITY. The Manager, the TCW Entities or Holdings, as
applicable, has the corporate or other power and authority to enter into the
Transaction Documents and to carry out its obligations thereunder. The execution
and delivery of the Transaction Documents and the consummation of the
transactions contemplated thereby have been duly and validly authorized by the
Board of Directors (or similar governing body) of the Manager, the TCW Entities
or Holdings, as applicable, and no other corporate, limited liability company or
limited liability partnership proceedings, as the case may be, on its part is
necessary to authorize the execution and delivery of the Transaction Documents
or the performance by it of its respective obligations thereunder. The
Transaction Documents have been duly and validly executed and delivered by the
Manager, the TCW Entities or Holdings, as applicable, and constitute valid and
binding agreements, enforceable against the Manager, the TCW Entities or
Holdings, as applicable, in accordance with their terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law).

         2.2      NO CONFLICTS. The execution, delivery and performance of the
Transaction Documents and the consummation of the transactions contemplated
thereby will not (i) conflict with or result in any breach of any provision of
the certificate of incorporation, bylaws or similar organizational documents of
the Manager, the TCW Entities or Holdings, as applicable, or (ii) result in a
violation or breach of, or constitute (with or without due notice or lapse of
time or


                                       3



both) a default (or give rise to any right of termination, amendment,
cancellation or acceleration) under, any of the terms, conditions or provisions
of any material note, bond, mortgage, indenture, lease, license, contract,
agreement or other material instrument or obligation to which the Manager, the
TCW Entities or Holdings, as applicable, is a party or by which any of its
properties or assets may be bound, or (iii) violate any order, writ, injunction,
decree, judgment, permit, license, ordinance, law, statute, rule or regulation
applicable to the Manager, the TCW Entities or Holdings, as applicable, or any
of its properties or assets.

         2.3      CONSENTS. No consent, approval, order or authorization of, or
registration, declaration or filing with, any court, administrative agency or
commission or other governmental authority or instrumentality is required by or
with respect to the Manager, the TCW Entities or Holdings, as applicable, in
connection with the execution and delivery of this Agreement or the consummation
of the transactions contemplated hereby.

                                   ARTICLE III
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company hereby represents and warrants to the Manager, the TCW
Entities and Holdings as follows:

         3.1      AUTHORITY. The Company has the corporate power and authority
to enter into the Transaction Documents and to carry out its obligations
thereunder. The execution and delivery of the Transaction Documents and the
consummation of the transactions contemplated thereby have been duly and validly
authorized by the Board of Directors of the Company, and no other corporate
proceedings on the part of the Company are necessary to authorize the execution
and delivery of the Transaction Documents or the performance by the Company of
its obligations thereunder. The Transaction Documents have been duly and validly
executed and delivered by the Company and constitute valid and binding
agreements of the Company, enforceable against the Company in accordance with
their terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and by general principles of equity (regardless
of whether enforcement is sought in a proceeding in equity or at law).

         3.2      NO CONFLICTS. The execution, delivery and performance of the
Transaction Documents and the consummation of the transactions contemplated
thereby will not (i) conflict with or result in any breach of any provision of
the certificate of incorporation, bylaws or similar organizational documents of
the Company, or (ii) result in a violation or breach of, or constitute (with or
without due notice or lapse of time or both) a default (or give rise to any
right of termination, amendment, cancellation or acceleration) under, any of the
terms, conditions or provisions of any note, bond, mortgage, indenture, lease,
license, contract, agreement or other instrument or obligation to which the
Company is a party or by which any of its properties or assets may be bound, or
(iii) violate any order, writ, injunction, decree, judgment, permit, license,
ordinance, law, statute, rule or regulation applicable to the Company or any of
its properties or assets.


                                       4



         3.3      CONSENTS. No consent, approval, order or authorization of, or
registration, declaration or filing with, any court, administrative agency or
commission or other governmental authority or instrumentality is required by or
with respect to the Company in connection with the execution and delivery of the
Transaction Documents or the consummation of the transactions contemplated
thereby.

                                   ARTICLE IV
                        COVENANTS; ADDITIONAL AGREEMENTS

         4.1      BOARD REPRESENTATION

                  (a)      Upon the closing of the transactions contemplated by
this Agreement, the Board of Directors of the Company (the "BOARD") will be
increased from seven (7) members to eight (8) members. The vacancy created by
the increase in the size of the Board will be allocated to the Class I
Directors.

                  (b)      The Board will initially nominate and elect to fill
the vacancy in the Class I Directors a representative designated by the Manager
(the "MANAGER DESIGNEE").

                  (c)      The Manager Designee shall be appointed to the
Compensation Committee of the Board and in the event an Executive Committee is
created, to the Executive Committee of the Board (collectively, the
"COMMITTEES").

                  (d)      The Company shall take all reasonable steps to
maintain the Manager Designee on the Board and the Committees, including
nominating the Manager Designee for re-election, provided that the Manager and
the TCW Entities (and their affiliates) collectively beneficially own at least
800,000 shares of common stock of the Company.

                  (e)      In the event that the Manager no longer has any
Manager Designee on the Board, then the TCW Entities shall be entitled to have
one representative (the "BOARD REPRESENTATIVE") observe, but with no right to
participate or vote at, all Board and Committee meetings, PROVIDED THAT (i) such
representative is subject to the Company's insider trading policy and to an
appropriate confidentiality agreement with the Company; and (ii) the TCW
Entities (and their affiliates) beneficially owns at least 400,000 shares of the
common stock of the Company, or the Company has any amounts owing under the
Revolver. PROVIDED, HOWEVER, that such Board Representative will not be allowed
to attend a Board meeting if a majority of the Board reasonably believes, based
upon advice from counsel, that such Board Representative's attendance at such
meeting would adversely affect attorney-client privilege relating to matters
directly involving the Manager or the TCW Entities, between the Company and its
counsel, and in such case, only for the portion of such meeting during which
confidential matters relating to such privilege are being discussed.

                  (f)      During the period that the Manager has a right to
nominate a Manager Designee to the Board or the TCW Entities have a right to a
Board Representative, each pursuant to Section 4.1, then the TCW Entities shall
be entitled to have one analyst observe, but with no right to participate or
vote at, all Board meetings, PROVIDED THAT such analyst is subject to the


                                       5



Company's insider trading policy and to an appropriate confidentiality agreement
with the Company. PROVIDED, HOWEVER, that such Board Representative will not be
allowed to attend a Board meeting if a majority of the Board reasonably
believes, based upon advice of counsel, that such analyst's attendance at such
meeting would adversely affect attorney-client privilege relating to matters
directly involving the Manager or the TCW Entities between the Company and its
counsel, and in such case, only for the portion of such meeting during which
confidential matters relating to such privilege are being discussed.

                  (g)      For so long as there is a Manager Designee on the
Board, the Manager, the TCW Entities or Holdings shall not nominate, including
but not limited to submitting any stockholder proposal to nominate, any other
nominee to the Board who was or is an employee, officer, director, manager,
agent or affiliate of the TCW Entities, TCW/Crescent Mezzanine, L.L.C., TCW
Asset Management Company, or TCW Investment Management Company.

         4.2      MUTUAL RELEASE. In consideration of the covenants and
agreements contained herein, and on behalf of their affiliates, agents,
representatives, successors, assigns, officers, directors, employees, control
persons and subsidiaries or affiliate companies and successors, the Company on
the one hand and the Manager, the TCW Entities and Holdings on the other, hereby
fully and forever release and discharge each other (and all of their respective
officers, directors, managers, employees, agents, successors, assigns, control
persons and subsidiaries or affiliate companies), from any and all claims,
demands, liabilities, obligations, responsibilities, suits, actions and causes
of action, whether liquidated or unliquidated, fixed or contingent, known or
unknown, past, present or future, or otherwise, including, but not limited to,
current and past defaults, arising out of or relating to the Management
Agreement or the Securities Purchase Agreement. The Parties acknowledge that
each of them may discover facts or law different from, or in addition to, the
facts or law that each knows or believes to be true with respect to the claims
released in this Agreement and agrees, nonetheless, that this Agreement and the
releases contained herein shall be effective and remain effective in all
respects notwithstanding such different or additional facts or the discovery of
them.

                  (a)      WAIVER. All rights under Section 1542 of the Civil
Code of the State of California, and under any and all similar laws of any
governmental entity, are hereby expressly waived. Each party is aware that said
Section 1542 of the Civil Code provides as follows:

                  "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
                  CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE
                  TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
                  MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

         The Parties acknowledge that they have read all of this Agreement and
the other Transaction Documents, including the above Civil Code section, and
that they fully understand both the Agreement and the other Transaction
Documents and the Civil Code section.

                  (b)      FULL SETTLEMENT. The Company on the one hand and the
Manager, the TCW Entities and Holdings on the other, agree that this Agreement
and the other Transaction


                                       6



Documents are in full and complete settlement of the rights and obligations of
the Company to the Manager, the TCW Entities and Holdings, and of the Manager,
the TCW Entities and Holdings to the Company in connection with the Management
Agreement and the Securities Purchase Agreement. The Parties agree that they
will not prosecute, or allow to be prosecuted on their behalf, in an
administrative agency or court, whether state or federal, any claim or demand of
any type related to the matters released herein, it being the intention of the
Parties that with the execution of this Agreement and the other Transaction
Documents, the Parties will as and to the extent set forth herein be absolutely,
unconditionally and forever discharged of and from all obligations related in
any way to the matters discharged herein. This Agreement may be pleaded as full
and complete defense to any action, suit or claim or other proceeding of any
type which may be prosecuted, initiated or attempted in violation of the terms
hereof. The Parties shall be entitled to receive their reasonable attorneys'
fees and other related legal expenses incurred in defending against any suit,
action or claim brought or attempted in violation of the terms of this
Agreement, including any appeal thereof.

         4.3      USE OF PROCEEDS. The Manager shall apply the entire Purchase
Price as partial payment of the 12% Senior Secured Notes due February 11, 2002,
issued pursuant to the Securities Purchase Agreement.

         4.4      EQUITY PAYMENT ASSURANCE. The Manager and/or Holdings will
retain a sufficient number of shares of the Company's common stock currently
held by Holdings, or will take all actions necessary to ensure that 240,000
shares of the Company's common stock currently held by Holdings (the "RETAINED
SHARES"), are retained by Holdings, to satisfy any obligation the Manager may
have pursuant to Section 1.4. The Retained Shares shall be properly legended to
restrict the transfer of the Retained Shares pending (i) the lapse of the
Company's right to equity payments pursuant to Section 1.4, or (ii) the
negotiation of substitute assets, as discussed below. In the event that the
Manger and/or Holdings desires to transfer any of the Retained Shares and not
retain them, then prior to such transfer, the Company, the Manager and Holdings
shall negotiate for substitute assets to be held by the Manager and/or Holdings
to satisfy the obligations of this Section 4.4 and such negotiations shall be
memorialized by definitive fully executed and delivered documents by the
Company, the Manager and Holdings.

         4.5      EXPENSES. The Company, the Manager, the TCW Entities and
Holdings shall each bear its respective expenses and legal fees incurred with
respect to the Transaction Documents and the Revolver and the transactions
contemplated thereby, except that the Company will reimburse all out of pocket
expenses, including legal and due diligence fees and related expenses, incurred
by the Manager, the TCW Entities and Holdings in connection with the
transactions contemplated by the Transaction Documents and the Revolver up to an
aggregate maximum of $250,000.

         4.6      ADDITIONAL AGREEMENTS; REASONABLE EFFORTS. Subject to the
terms and conditions of this Agreement, each of the Parties agree to use all
reasonable efforts to take, or cause to be taken, all actions and to do, or
cause to be done, all things necessary, proper or advisable under applicable
laws and regulations to consummate and make effective the transactions
contemplated by the Transaction Documents, including cooperating fully with the
other parties, including by


                                       7



providing any requested information. In case at any time after the Closing any
further action is necessary or desirable to carry out the purposes of any of the
Transaction Documents, the Parties shall make reasonable efforts to take all
such necessary action.

                                    ARTICLE V
                              CONDITIONS TO CLOSING

         5.1      CONDITIONS TO EACH PARTY'S OBLIGATIONS. The respective
obligations of each Party to this Agreement shall be subject to the satisfaction
on or prior to the Closing Date of the following conditions:

                  (a)      All authorizations, consents, orders or approvals of,
or declarations or filings with, or expirations of waiting periods imposed by,
any governmental authority shall have been filed, occurred or been obtained.

                  (b)      There shall be no temporary restraining order,
preliminary or permanent injunction or other order issued by any court of
competent jurisdiction or other legal or regulatory restraint or prohibition
preventing the consummation of the transactions contemplated hereby; nor shall
any proceeding brought by a domestic administrative agency or commission or
other domestic governmental entity seeking any of the foregoing be pending; nor
shall there be any action taken, or any statute, rule, regulation or order
enacted, entered, enforced or deemed applicable to the transactions contemplated
hereby which makes the consummation of the transactions contemplated hereby
illegal.

         5.2      ADDITIONAL CONDITIONS TO OBLIGATIONS OF THE MANAGER, THE TCW
ENTITIES AND HOLDINGS. The obligations of each of the Manager, the TCW Entities
and Holdings to effect the transactions contemplated hereby are subject to the
satisfaction of each of the following conditions, any of which may be waived in
writing executed by the Manager, the TCW Entities and Holdings:

                  (a)      The representations and warranties of the Company set
forth in this Agreement shall be true and correct in all material respects as of
the date of this Agreement and as of the Closing Date as though made on and as
of the Closing Date, and the Manager, the TCW Entities and Holdings shall have
received a certificate signed on behalf of the Company by an executive officer
of the Company to such effect;

                  (b)      The Company shall have performed in all material
respects all obligations required to be performed by it under this Agreement at
or prior to the Closing Date, and the Manager, the TCW Entities and Holdings
shall have received a certificate signed on behalf of the Company by an
executive officer of the Company to such effect;

                  (c)      The Manager, the TCW Entities and Holdings shall have
received from the Company a certificate of the Secretary of the Company
certifying to be true, complete and correct in every particular attached copies
of (i) the Company's charter documents as amended to date, (ii) the Company's
Bylaws as amended to date and (iii) the resolutions of the Company's


                                       8



Board of Directors approving the Transaction Documents and the transactions
contemplated thereby;

                  (d)      The Manager, the TCW Entities and Holdings shall have
received a legal opinion from the Company's legal counsel as to the matters
listed in EXHIBIT A;

                  (e)      The Company shall have executed and delivered the
Amendment No. 1 to the Registration Rights Agreement, dated as of February 11,
1997 (the "AMENDED REGISTRATION RIGHTS AGREEMENT"), by and among the Company and
the signatories thereto substantially in the form attached hereto as EXHIBIT B;
and

                  (f)      The Manager, the TCW Entities and Holdings shall have
received from the Company such other documents as the Manager's or the TCW
Entities' or Holdings' counsel shall have reasonably requested, in form and
substance reasonably satisfactory to the Manager's or TCW Entities' or Holdings'
counsel as applicable.

         5.3      ADDITIONAL CONDITIONS TO OBLIGATIONS OF THE COMPANY. The
obligations of the Company to close the transactions contemplated hereby is
subject to the satisfaction of each of the following conditions, any of which
may be waived, in writing, executed by the Company:

                  (a)      The representations and warranties of the Manager set
forth in this Agreement shall be true and correct in all material respects as of
the date of this Agreement and as of the Closing Date as though made on and as
of the Closing Date and the Company shall have received a certificate signed on
behalf of the Manager by an executive officer of the Manager to such effect;

                  (b)      The representations and warranties of the TCW
Entities set forth in this Agreement shall be true and correct in all material
respects as of the date of this Agreement and as of the Closing Date as though
made on and as of the Closing Date and the Company shall have received a
certificate signed on behalf of each of the TCW Entities by its General Partner
or Managing Director to such effect;

                  (c)      The representations and warranties of Holdings set
forth in this Agreement shall be true and correct in all material respects as of
the date of this Agreement and as of the Closing Date as though made on and as
of the Closing Date and the Company shall have received a certificate signed on
behalf of Holdings by the Managing Member of Holdings to such effect;

                  (d)      The Manager shall have performed in all material
respects all obligations required to be performed by it under this Agreement at
or prior to the Closing Date, and the Company shall have received a certificate
signed on behalf of the Manager by an executive officer of the Manager to such
effect;

                  (e)      Each of TCW Entities shall have performed in all
material respects all obligations required to be performed by it under this
Agreement at or prior to the Closing Date,


                                       9



and the Company shall have received a certificate signed on behalf of each of
the TCW Entities by its General Partner or Managing Director to such effect;

                  (f)      Holdings shall have performed in all material
respects all obligations required to be performed by it under this Agreement at
or prior to the Closing Date, and the Company shall have received a certificate
signed on behalf of Holdings by the Managing Member of Holdings to such effect;

                  (g)      The Company shall have received the fully executed
Amendment No. 1 to the Securities Purchase Agreement (the "AMENDED SECURITIES
PURCHASE AGREEMENT"), in substantially the form attached hereto as EXHIBIT C;

                  (h)      The Company shall have received the fully executed
Voting Agreement, substantially in the form attached hereto as EXHIBIT D;

                  (i)      The closing of the transactions contemplated by the
Revolver shall occur simultaneously with or prior to the Closing;

                  (j)      The Company has received an opinion from their
financial advisor that the transactions contemplated by this Agreement are fair,
from a financial point of view, to the stockholders of the Company;

                  (k)      The Company has received a legal opinion from the
Manager's, the TCW Entities' and Holdings' legal counsel as to the matters
listed in EXHIBIT E; and

                  (l)      The Company shall have received from the Manager, the
TCW Entities and Holdings such other documents as the Company or its counsel
shall have reasonably requested, in form and substance reasonably satisfactory
to the Company and its counsel.

                                   ARTICLE VI
                                 INDEMNIFICATION

         6.1      INDEMNIFICATION BY THE COMPANY. The Company shall indemnify,
defend, protect and hold harmless the Manager, the TCW Entities and Holdings,
each of their respective successors and assigns and each of their directors,
managers, officers, employees, agents and affiliates (each a "MANAGER
INDEMNIFIED PARTY"), against all losses, claims, damages, actions, suits,
proceedings, demands, assessments, adjustments, costs and expenses (including
specifically, but without limitation, reasonable attorneys' fees and expenses of
investigation ("LOSSES")) based upon, resulting from or arising out of (i) any
inaccuracy or breach of any representation or warranty of the Company contained
in or made in connection with this Agreement, and (ii) the breach by the Company
of, or the failure by the Company to observe, any of its covenants or other
agreements contained in or made in connection with this Agreement. The
indemnification provided for in this Section 6.1 shall terminate two (2) years
after the Closing Date (and no claims shall be made by the Manager, the TCW
Entities or Holdings under this Section 6.1 thereafter).


                                       10



         6.2      INDEMNIFICATION BY THE MANAGER. The Manager, the TCW Entities
and Holdings shall each severally, and not jointly, indemnify, defend, protect
and hold harmless the Company, each of its directors, managers, officers,
successors and assigns and each of its respective trustees, beneficiaries,
employees, agents and affiliates (each a "COMPANY INDEMNIFIED PARTY"), against
all losses, claims, damages, actions, suits, proceedings, demands, assessments,
adjustments, costs and expenses (including specifically, but without limitation,
reasonable attorneys' fees and expenses of investigation ("LOSSES")) based upon,
resulting from or arising out of (i) any inaccuracy or breach of any of its
representations or warranties contained in or made in connection with this
Agreement, and (ii) its breach of, or failure to observe, any of its respective
covenants or other agreements contained in or made in connection with this
Agreement. The indemnification provided for in this Section 6.2 shall terminate
two (2) years after the Closing Date (and no claims shall be made by the Company
under this Section 6.2 thereafter).

         6.3      MANNER OF INDEMNIFICATION. All indemnification under this
ARTICLE VI shall be effected by the payment of cash or delivery of a bank
cashier's check, or by a combination of the foregoing.

         6.4      PROCEDURES FOR INDEMNIFICATION.

                  (a)      As used in this ARTICLE VI, the term "INDEMNITEE"
means the Manager Indemnified Party or, as the case may be, the Company
Indemnified Party and the term "INDEMNIFYING PARTY" shall mean the Manager, the
TCW Entities and Holdings in the case where a Company Indemnified Party is the
Indemnitee, and the Company in the case where a Manager Indemnified Party is the
Indemnitee.

                  (b)      An Indemnitee shall promptly give the Indemnifying
Party notice of any matter which the Indemnitee has determined has given rise to
a right of indemnification under this Agreement. Such notice shall state the
amount of the Loss, if known, the method of computation thereof and the nature
of such matter, all with reasonable particularity.

                  (c)      If the claim for indemnification involves a Third
Party Claim (as defined below), the procedures set forth in Section 6.5 hereof
shall be observed by the Indemnitee and the Indemnifying Party.

         6.5      DEFENSE OF THIRD PARTY CLAIMS. Should any claim be made or
suit or proceeding be instituted against an Indemnitee which, if prosecuted
successfully, would be a matter for which such Indemnitee is entitled to
indemnification under this ARTICLE VI (a "THIRD PARTY CLAIM"), the obligations
and liabilities of the parties hereunder with respect to such Third Party Claim
shall be subject to the following terms and conditions:

                  (a)      Indemnitee shall give the Indemnifying Party written
notice of any such Third Party Claim promptly after receipt by Indemnitee of
notice thereof, and the Indemnifying Party may undertake control of the defense
thereof by counsel of his or its own choosing reasonably acceptable to
Indemnitee. Notwithstanding the Indemnifying Party's election to assume the
defense or investigation of such claim, action or proceeding, the Indemnitee
shall


                                       11



have the right to employ separate counsel at the expense of the Indemnifying
Party and to direct the defense or investigation of such claim, action or
proceeding if (i) based upon the advice of counsel to the Indemnitee, use of
counsel of the Indemnifying Party's choice could reasonably be expected to give
rise to a conflict of interest, or (ii) the Indemnifying Party shall not have
employed counsel reasonably satisfactory to the Indemnitee to represent the
Indemnitee within a reasonable time after notice of the assertion of any such
claim or institution of any such action or proceeding. If Indemnifying Party has
undertaken control of the defense of the matter, Indemnitee may participate in
the defense through his or its own counsel at his or its own expense. In the
event an Indemnitee desires to assume the defense of the matter, the Indemnitee
shall provide the Indemnifying Party with reasonable assurances of the
Indemnitee's ability to bear the costs of such defense and any likely outcome.
If, however, the Indemnifying Party fails or refuses to undertake the defense of
such Third Party Claim within fifteen (15) days after written notice of such
claim has been delivered by Indemnitee, Indemnitee shall have the right to
undertake the defense, compromise and settlement of such Third Party Claim in
any manner which the Indemnitee deems is reasonable with counsel of its own
choosing; PROVIDED, HOWEVER, that neither party shall settle a third party claim
except as provided in Section 6.5(c). Failure of Indemnitee to furnish written
notice to the Indemnifying Party of a Third Party Claim shall not release the
Indemnifying Party from his or its obligations hereunder, except to the extent
he or it is materially prejudiced by such failure.

                  (b)      The Indemnitee and the Indemnifying Party shall
cooperate with each other in all reasonable respects in connection with the
defense of any Third Party Claim, including making available records relating to
such claim.

                  (c)      Unless the Indemnifying Party has failed to fulfill
his or its obligations under this ARTICLE VI, no settlement by Indemnitee of a
Third Party Claim shall be made without the prior written consent by or on
behalf of the Indemnifying Party, which consent shall not be unreasonably
withheld or delayed. If the Indemnifying Party has assumed the defense of a
Third Party Claim as contemplated by this Section 6.5, without the consent of
the Indemnitee, the Indemnifying Party shall not consent to, and the Indemnitee
shall not be required to agree to, the entry of any judgment or settlement
unless such judgment or settlement (i) includes as an unconditional term thereof
the giving of a release from all liability with respect to such claim by each
claimant or plaintiff to each Indemnitee that is the subject of such claim and
(ii) does not include a statement as to or an admission of fault, culpability or
failure to act, by or on behalf of an Indemnitee.

                                   ARTICLE VII
                            MISCELLANEOUS PROVISIONS

         7.1      SPECIFIC PERFORMANCE. The Parties agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the Parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement, this being in addition
to any other remedy to which they are entitled at law or in equity.


                                       12



         7.2      GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California, without giving
effect to the choice of law principles thereof.

         7.3      DESCRIPTIVE HEADINGS. The descriptive headings herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.

         7.4      PARTIES IN INTEREST. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto and its successors and
permitted assigns, and nothing in this Agreement, express or implied, is
intended to or shall confer upon any other person any rights, benefits or
remedies of any nature whatsoever under or by reason of this Agreement.

         7.5      SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof. If any
provision of this Agreement, or the application thereof to any person or any
circumstance, is invalid or unenforceable, (a) a suitable and equitable
provision shall be substituted therefor in order to carry out, so far as may be
valid and enforceable, the intent and purpose of such invalid or unenforceable
provision and (b) the remainder of this Agreement and the application of such
provision to other persons or circumstances shall not be affected by such
invalidity or unenforceability, nor shall such invalidity or unenforceability
affect the validity or enforceability of such provision, or the application
thereof, in any other jurisdiction.

         7.6      COUNTERPARTS. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties.

         7.7      INTERPRETATION.

                  (a)      The words "hereof," "herein," and words of similar
import shall, unless otherwise stated, be construed to refer to this Agreement
as a whole and not to any particular provision of this Agreement, and article,
section, paragraph, exhibit, and schedule references are to the articles,
sections, paragraphs, exhibits, and schedules of this Agreement unless otherwise
specified. Whenever the words "include," "includes," or "including" are used in
this Agreement, they shall be deemed to be followed by the words "without
limitation." All terms defined in this Agreement shall have the defined meanings
contained herein when used in any certificate or other document made or
delivered pursuant hereto unless otherwise defined therein. The definitions
contained in this Agreement are applicable to the singular as well as the plural
forms of such terms and to the masculine as well as to the feminine and neuter
genders of such terms. Any agreement, instrument, or statute defined or referred
to herein or in any agreement or instrument that is referred to herein means
such agreement, instrument, or statute as from time to time, amended, qualified
or supplemented, including (in the case of agreements and instruments) by waiver
or consent and (in the case of statutes) by succession of comparable successor
statutes and all attachments thereto and instruments incorporated therein.
References to a person are also to its permitted successors and assigns.


                                       13



                  (b)      The phrases "the date of this Agreement," "the date
hereof," and terms of similar import, unless the context otherwise requires,
shall be deemed to refer to the date first set forth above.

                  (c)      The Parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship of any
provisions of this Agreement.

         7.8      NOTICES. All notices, requests, instructions or other
documents to be given under this Agreement shall be in writing and shall be
deemed given, (i) five business days following sending by registered or
certified mail, postage prepaid, (ii) when sent if sent by facsimile; PROVIDED,
HOWEVER, that the facsimile is promptly confirmed by confirmation thereof, (iii)
when delivered, if delivered personally to the intended recipient, and (iv) one
business day following sending by overnight delivery via a national courier
service, and in each case, addressed to a party at the following address for
such party:.

                  if to Company, to:      American Residential Investment
                                          Trust, Inc.
                                          445 Marine View Avenue
                                          Suite 230
                                          Del Mar, CA  92014
                                          Attention:  Chief Financial Officer
                                          Fax: (858) 350-6484

                  with copies to:         Gray Cary Ware  & Freidenrich  LLP
                                          4365 Executive Drive, Suite 1100
                                          San Diego, California  92121-2133
                                          Attention:  Christopher M. Smith, Esq.
                                          Facsimile:  (858) 677-1477


                  if to the Manager, to:  Home Asset Management Corp.
                                          11100 Santa Monica Boulevard
                                          Suite 2000
                                          Los Angeles, CA 90025
                                          Attention:  President
                                          Fax: (310) 235-5967

                  if to TCW, to:          TCW Crescent Mezzanine, L.L.C.
                                          11100 Santa Monica Boulevard
                                          Suite 2000
                                          Los Angeles, CA 90025
                                          Attention:  John Rocchio
                                          Fax: (310) 235-5967


                                       14



                  with a copy, in
                  either instance, to:    Skadden, Arps, Slate, Meagher &
                                          Flom LLP
                                          300 South Grand Avenue
                                          34th Floor
                                          Los Angeles, CA 90071
                                          Attention:  Jeffrey H. Cohen, Esq.
                                          Facsimile: (213) 687-5600


                  or to such other address or facsimile number as the person to
whom notice is given may have previously furnished to the other in writing in
the manner set forth above.

         7.9      ENTIRE AGREEMENT; ASSIGNMENT.

                  (a)      This Agreement constitutes the entire agreement
between the Parties hereto in respect of the subject matter hereof and
supersedes all other prior agreements and understandings, both written and oral,
between the parties in respect of the subject matter hereof.

                  (b)      Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by operation of law
(including, by merger or consolidation) or otherwise. Any assignment in
violation of the preceding sentence shall be void. Subject to the preceding
sentence, this Agreement will be binding upon, inure to the benefit of, and be
enforceable by, the parties and their respective successors and permitted
assigns.

         7.10     ATTORNEYS' FEES. In the event of any Action at law or in
equity in relation to this Agreement, the prevailing party in such Action shall
be entitled to receive its reasonable attorneys' fees and all other costs and
expenses of such Action. For purposes of this Section 7.10, "Action" means any
action, appeal, petition, plea, charge, complaint, claim, suit, demand,
litigation, arbitration, mediation, hearing, inquiry, investigation or similar
event, occurrence, or proceeding at law or at equity.

                                      * * *


                                       15



                  IN WITNESS WHEREOF, the parties have executed this Termination
and Release Agreement as of the date first set forth above.

                                   COMPANY:

                                   AMERICAN RESIDENTIAL INVESTMENT TRUST, INC.


                                   By:  /s/ John M. Robbins, Jr.
                                      ------------------------------------------
                                   Name:  John M. Robbins, Jr.
                                        ----------------------------------------
                                   Title: Chairman of the Board and Chief
                                          Executive Officer
                                         ---------------------------------------
                                   Address: 445 Marine View Avenue, Suite 230
                                           -------------------------------------
                                            Del Mar, CA 92014
                                           -------------------------------------

                                   MANAGER:

                                   Home Asset Management Corp.


                                   By:  /s/ George E. McCown
                                      ------------------------------------------
                                   Name:  George E. McCown
                                        ----------------------------------------
                                   Title:
                                         ---------------------------------------
                                   Address:
                                           -------------------------------------

                                           -------------------------------------

                                   TCW ENTITIES:

                                   TCW/CRESCENT MEZZANINE PARTNERS, L.P.
                                   TCW/CRESCENT MEZZANINE TRUST
                                   TCW/CRESCENT MEZZANINE
                                   INVESTMENT PARTNERS, L.P.

                                   By:    TCW/CRESCENT MEZZANINE, L.L.C.
                                   Its:   Investment Manager


                                   By:  /s/ John C. Rocchio
                                      ------------------------------------------
                                      Name:  John C. Rocchio
                                      Title: Managing Director





                                   CRESCENT/MACH I PARTNERS, L.P.

                                   By:    TCW ASSET MANAGEMENT COMPANY,
                                   Its:   Investment Advisor


                                   By:  /s/ John C. Rocchio
                                      ------------------------------------------
                                      Name:  John C. Rocchio
                                      Title: Managing Director


                                   By:  /s/ Darryl L. Schall
                                      ------------------------------------------
                                      Name:  Darryl L. Schall
                                      Title: Managing Director


                                   TCW SHARED OPPORTUNITY FUND II, L.P.

                                   By:    TCW INVESTMENT MANAGEMENT COMPANY,
                                   Its:   Investment Manager


                                   By:  /s/ John C. Rocchio
                                      ------------------------------------------
                                      Name:  John C. Rocchio
                                      Title: Managing Director


                                   By:  /s/ Darryl L. Schall
                                      ------------------------------------------
                                      Name:  Darryl L. Schall
                                      Title: Managing Director


                                   HOLDINGS:

                                   MDC REIT HOLDINGS, L.L.C.

                                   By: Home Asset Management Corp., its
                                       Managing Member

                                   By:  /s/ George E. McCown
                                      ------------------------------------------
                                   Name:  George E. McCown
                                        ----------------------------------------
                                   Title:
                                         ---------------------------------------
                                   Address:
                                           -------------------------------------

                                           -------------------------------------





                                    EXHIBIT A



         1.       The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Maryland.

         2.       The Company has the corporate power and authority to enter
into the Transaction Agreements and to consummate the transactions
contemplated thereby.

         3.       The Transaction Agreements have been duly authorized for
execution and delivery by the Company.

         4.       The Transaction Agreements are enforceable against the Company
in accordance with their terms.

         5.       The execution and delivery of the Transaction Agreements by
the Company and the consummation of the transactions contemplated thereby
does not and will not (i) violate or result in a violation of the Articles of
Amendment and Restatement, Articles Supplementary or Bylaws of the Company or
(ii) violate any provision of any applicable California, Maryland or federal
law, rule or regulation.

         6.       To our knowledge, no authorizations, approvals or consents of
or notice to, or registrations, declarations or filings with, any court or
governmental authority or agency are required in connection with the execution
and delivery of the Transaction Agreements by the Company, and the consummation
of the transactions contemplated therein.





                                    EXHIBIT B


                               Amendment No 1. to
                          Registration Rights Agreement



                                    EXHIBIT C


                               Amendment No 1. to
                        the Securities Purchase Agreement


                                    EXHIBIT D


                                Voting Agreement





                                    EXHIBIT E



         1.       Home Asset Management Corp. ("HAMCO") is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Delaware. MDC REIT Holdings, L.L.C. ("Holdings") is a limited liability
company duly organized, validly existing and in good standing under the laws of
the State of Delaware.

         2.       HAMCO and Holdings each have the corporate power and authority
to execute and deliver the Transaction Agreements and to perform their
respective obligations thereunder.

         3.       The Transaction Agreements have been duly authorized by all
necessary corporate action on the part of HAMCO and Holdings and have been duly
executed and delivered by HAMCO and Holdings and are enforceable against HAMCO
and Holdings in accordance with their terms.

         4.       The execution and delivery of the Transaction Agreements by
HAMCO and Holdings and the consummation of the transactions contemplated thereby
does not and will not (i) violate or result in a violation of the organizational
documents of HAMCO or Holdings or (ii) violate any provision of any applicable
federal or California law, rule or regulation.

         5.       To our knowledge, no authorizations, approvals or consents of
or notice to, or registrations, declarations or filings with, any court or
governmental authority or agency are required in connection with the execution
and delivery of the Transaction Agreements by HAMCO or Holdings, and the
consummation of the transactions contemplated therein.

         6.       TCW/Crescent Mezzanine Partners, L.P., TCW/Crescent
Mezzanine Investment Partners, L.P., Crescent/Mach I Partners, L.P. and TCW
Shared Opportunity Fund II, L.P. (collectively, the "TCW PARTNERSHIPS") are
each limited partnerships validly existing and in good standing under the
laws of the State of Delaware. TCW/Crescent Mezzanine Trust (the "TCW TRUST"
and, together with the TCW Partnerships, the "TCW ENTITIES") is a statutory
business trust, validly existing and in good standing under the laws of the
State of Delaware.

         7.       The execution, delivery and performance of each of the
Agreements are within the trust or limited partnership powers, as applicable,
of each TCW Entity.

         8.       The TCW Agreements have been duly authorized by all necessary
corporate action on the part of each TCW Entity and have been duly executed and
delivered by each TCW Entity and are enforceable against each TCW Entity in
accordance with their terms under the laws of the State of California.

         9.       The execution and delivery of the TCW Agreements by each TCW
Entity and the consummation of the transactions contemplated thereby does not
and will not (i) violate or result





in a violation of any of the TCW Entities' organizational documents or (ii)
violate any provision of any applicable federal or California law, rule or
regulation.

         10.      No authorizations, approvals or consents of or notice to, or
registrations, declarations or filings with, any court or governmental authority
or agency are required in connection with the execution and delivery of the TCW
Agreements by each TCW Entity, and the consummation of the transactions
contemplated therein.





                                 SCHEDULE 1.3(d)

                            Purchase Price Adjustment



         The Purchase Price will not be adjusted.

EX-10.18

                                                                   Exhibit 10.18


                               AMENDMENT NO. 1 TO
                          SECURITIES PURCHASE AGREEMENT



                  This Amendment No. 1 to the Securities Purchase Agreement (the
"AMENDMENT") is dated as of December 20, 2001 by and among American Residential
Investment Trust, Inc., a Maryland corporation (the "COMPANY"), Home Asset
Management Corp., a Delaware corporation (the "MANAGER"), MDC REIT Holdings,
L.L.C., a Delaware limited liability company ("HOLDINGS"), TCW/Crescent
Mezzanine Partners, L.P., TCW/Crescent Mezzanine Trust, TCW/Crescent Mezzanine
Investment Partners, L.P., Crescent/Mach I Partners, L.P. and TCW Shared
Opportunity Fund II, L.P. (collective, the "TCW ENTITIES"). The Company, the
Manager, Holdings and the TCW Entities are collectively referred to herein as
the "Parties".

                                    RECITALS

                  WHEREAS, the Company and the Manager have previously entered
into that certain Management Agreement, dated as of February 11, 1997, and
amended as of August 1997, in connection with the initial funding of the Company
(as amended, the "MANAGEMENT AGREEMENT").

                  WHEREAS, the Company and the Manager desire to terminate the
Management Agreement pursuant to the Termination and Release Agreement, dated of
even dated herewith by and among the Parties (the "TERMINATION AND RELEASE
AGREEMENT").

                  WHEREAS, in order to induce the Company to enter into the
Termination and Release Agreement, and as a condition to closing the
transactions contemplated by the Termination and Release Agreement, the Parties
have agreed to amend the Securities Purchase Agreement, dated as of February 11,
1997, by and among the Parties (the "ORIGINAL SECURITIES PURCHASE AGREEMENT") to
remove the Company as a party to the Original Securities Purchase Agreement.

                  WHEREAS, the TCW Entities will be the indirect beneficiaries
of the purchase price paid by the Company to the Mananger (the "PURCHASE PRICE")
pursuant to the covenant in the Termination and Release Agreement obligating the
Manager to apply the Purchase Price as partial payment of the 12% Senior Secured
Notes due February 11, 2002 that the Mananger issued to the TCW Entities
pursuant to the Original Securities Purchase Agreement.

                                    AGREEMENT

                  NOW, THEREFORE, in consideration of the mutual
representations, warranties, undertakings and covenants contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Parties agree as follows:


                                       1



         1.       DEFINITIONS: REFERENCES. Unless otherwise specifically defined
herein, each term used herein that is defined in the Original Securities
Purchase Agreement shall have the meaning assigned to such term in the Original
Securities Purchase Agreement. Each reference to "hereof," "hereunder," herein"
and "hereby" and other similar reference contained in the Original Securities
Purchase Agreement shall from and after the date of this Amendment refer to the
Original Securities Purchase Agreement as amended hereby.

         2.       EFFECTIVENESS OF AMENDMENTS. Upon the closing of the
transactions contemplated by the Termination and Release Agreement, this
Amendment shall become effective and the Original Securities Purchase Agreement
shall be amended as provided herein as of such date.

         3.       REMOVAL AS A PARTY. The Company is hereby removed as a party
to the Original Securities Purchase Agreement and is no longer subject to any
covenants, restrictions or obligations pursuant to the Original Securities
Purchase Agreement, including, but not limited to:

                  Section 5.4(a)          Limitation on Restricted Payments;

                  Section 5.5             Limitation on Incurrence of Additional
                                          Indebtedness and Issuance of
                                          Disqualified Stock;
                  Section 5.6             Limitation on Transactions with
                                          Affiliates;
                  Section 5.9(c)          Limitation on Capital Expenditures;
                  Section 5.10            Limitation on Dividend and Other
                                          Payment Restrictions Affecting
                                          Subsidiaries;
                  Section 5.17            Limitation on REIT's Business and Tax
                                          Status;
                  Section 5.35            REIT Leverage Ratio and Indebtedness
                                          of REIT; and
                  Section 5.37(a)/(c)     Investment, Hedging and Leverage
                                          Policy.

         4.       EFFECTIVENESS OF THE AGREEMENT. Except as amended hereby, the
Original Securities Purchase Agreement shall continue in full force and effect.

         5.       INCORPORATION OF TERMS. This Amendment shall be governed by
and construed in accordance with Section 8 of the Original Securities Purchase
Agreement.

                                      * * *


                                       2



                  IN WITNESS WHEREOF, the parties have executed this Amendment
No. 1 to the Securities Purchase Agreement as of the date first set forth above.

                                AMERICAN RESIDENTIAL INVESTMENT TRUST, INC.


                                By: /s/ John M. Robbins, Jr.
                                   ---------------------------------------------
                                     John M. Robbins, Jr.
                                     Chairman of the Board and
                                     Chief Executive Officer


                                HOME ASSET MANAGEMENT CORP.


                                By: /s/ George E. McCown
                                   ---------------------------------------------
                                   George E. McCown
                                   President


                                MDC REIT HOLDINGS, LLC

                                By:    Home Asset Management Corp.
                                Its:   Managing Member


                                By: /s/ George E. McCown
                                   ---------------------------------------------
                                   George E. McCown
                                   President


                                TCW/CRESCENT MEZZANINE PARTNERS, L.P.
                                TCW/CRESCENT MEZZANINE TRUST
                                TCW/CRESCENT MEZZANINE INVESTMENT PARTNERS, L.P.

                                By:    TCW/CRESCENT MEZZANINE, L.L.C.
                                Its:   Investment Manager


                                By: /s/ John C. Rocchio
                                   ---------------------------------------------
                                   Name:  John C. Rocchio
                                   Title: Managing Director





                                CRESCENT/MACH I PARTNERS, L.P.

                                By:    TCW ASSET MANAGEMENT COMPANY,
                                Its:   Investment Advisor


                                By:  /s/ John C. Rocchio
                                   ---------------------------------------------
                                   Name:  John C. Rocchio
                                   Title: Managing Director


                                By:  /s/ Darryl L. Schall
                                   ---------------------------------------------
                                   Name:  Darryl L. Schall
                                   Title: Managing Director


                                 TCW SHARED OPPORTUNITY FUND II, L.P.

                                 By:    TCW INVESTMENT MANAGEMENT COMPANY,
                                 Its:   Investment Manager


                                 By:  /s/ John C. Rocchio
                                    --------------------------------------------
                                    Name:  John C. Rocchio
                                    Title: Managing Director


                                 By:  /s/ Darryl L. Schall
                                    --------------------------------------------
                                    Name:  Darryl L. Schall
                                    Title: Managing Director


                                       2

EX-10.19

                                                                   Exhibit 10.19


                               AMENDMENT NO. 1 TO

                          REGISTRATION RIGHTS AGREEMENT

                  This Amendment No. 1 (the "AMENDMENT") to Registration Rights
Agreement is entered into as of December 20, 2001, by and among American
Residential Investment Trust, Inc., a Maryland corporation (the "COMPANY") and
the Holders (the "HOLDERS"), as such term is defined in the Registration Rights
Agreement (as defined below).

                                    RECITALS

                  WHEREAS, the Company and the Holders have previously entered
into that certain Registration Rights Agreement dated as of February 11, 1997
(the "REGISTRATION RIGHTS AGREEMENT").

                  WHEREAS, contemporaneously with the execution and delivery of
this Amendment, the Company, Home Asset Management Corp., a Delaware corporation
("HAMCO") and MDC REIT Holdings, LLC, a Delaware limited liability company
("HOLDINGS") are entering into that certain Termination and Release Agreement
(the "TERMINATION AND RELEASE AGREEMENT").

                  WHEREAS, in partial consideration for entering into the
Termination and Release Agreement, the Parties now desire to enter into this
Amendment.

                  NOW, THEREFORE, in consideration of the mutual
representations, warranties, undertakings and covenants contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Parties agree as follows:

         1.       DEFINITIONS; REFERENCES. Unless otherwise specifically defined
herein, each term used herein that is defined in the Registration Rights
Agreement shall have the meaning assigned to such term in the Registration
Rights Agreement. Each reference to "hereof," "hereunder," "herein" and "hereby"
and other similar references contained in the Registration Rights Agreement
shall from and after the date of this Amendment refer to the Registration Rights
Agreement as amended hereby.

         2.       EFFECTIVENESS OF AMENDMENTS. Upon the closing of the
transactions contemplated by the Termination and Release Agreement, this
Amendment shall become effective and the Registration Rights Agreement shall be
amended as provided herein as of such date.

         3.       AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT. Upon the terms
and subject to the conditions of this Amendment, the Registration Rights
Agreement is hereby amended as follows:

                  (a)      SECTION 1. The definition of "Crescent" in Section 1
of the Registration Rights Agreement is hereby amended to add "TCW/Crescent
Mezzanine Trust, a Delaware


                                       1



statutory business trust," following "TCW Shared Opportunity Fund II, L.P., a
Delaware limited partnership."

                  (b)      SECTION 1. A new definition is hereby added to
Section 1 of the Registration Rights Agreement, as follows:

                           "HAMCO" shall mean Home Asset Management Corp., a
                           Delaware corporation, and such Persons to whom HAMCO
                           sells, pledges, grants a security interest in,
                           transfers, gives, assigns, devises or otherwise
                           disposes of Common Stock or Registrable Securities.

                  (c)      SECTION 1. The definition of "Holdings" in Section 1
of the Registration Rights Agreement is hereby amended and restated to read in
its entirety as follows:

                           "HOLDINGS" shall mean MDC REIT Holdings, LLC, a
                           Delaware limited liability company, and such Persons
                           to whom Holdings sells, pledges, grants a security
                           interest in, transfers, gives, assigns, devises or
                           otherwise disposes of Common Stock or Registrable
                           Securities.

                  (d)      SECTION 1. A new definition is hereby added to
Section 1 of the Registration Rights Agreement, as follows:

                           "HOLDINGS INITIATING HOLDERS" shall mean, with
                           respect to any registration requested by HAMCO,
                           Holdings, any Holder or Holders of a majority of the
                           then outstanding Registrable Securities held by HAMCO
                           or Holdings.

                  (e)      SECTION 1. The definition of "Initiating Holder" in
Section 1 of the Registration Rights Agreement is hereby amended and restated to
read in its entirety as follows:

                           "INITIATING HOLDER" shall mean any of the MDC
                           Initiating Holders, the Crescent Initiating Holders,
                           the Series A Initiating Holders, the L/C Initiating
                           Holders and the Holdings Initiating Holders.

                  (f)      SECTION 1. Clauses (ii) through (iv) of the
definition of "Registrable Securities" in Section 1 of the Registration Rights
Agreement is hereby amended and restated to read in its entirety as follows:

                           (ii) owned by Holdings or HAMCO, (iii) acquired by
                           members of Holdings or holders of the capital stock
                           of HAMCO upon a distribution, transfer or other
                           disposition by Holdings or HAMCO to either of their
                           respective members or stockholders, (iv) acquired by
                           holders of Notes (or the Collateral Agent acting for
                           their benefit) in connection with a foreclosure upon
                           such Common Stock under the Pledge Agreement or other
                           transfer, assignment, disposition or devise of such
                           Common Stock in connection with any transaction
                           involving or relating to the Notes or


                                       2



                  (g)      SECTION 2.1. The first paragraph of Section 2.1 of
the Registration Rights Agreement is hereby amended and restated to read in its
entirety as follows:

                           2.1 REQUESTED REGISTRATION. If the Company receives
                           from either the Crescent Initiating Holders, the MDC
                           Initiating Holders, the Series A Initiating Holders,
                           the Holdings Initiating Holders or the L/C Initiating
                           Holders a written request that the Company effect a
                           registration under the Securities Act, or (y)
                           following the foreclosure by the Collateral Agent or
                           Crescent under the Pledge Agreement, the Company
                           receives from the Collateral Agent, the Crescent
                           Initiating Holders, or the Holdings Initiating
                           Holders a written request that the Company effect a
                           registration under the Securities Act, the Company
                           will:

                  (h)      SECTION 2.1(b). The first paragraph of Section 2.1(b)
of the Registration Rights Agreement is hereby amended and restated to read in
its entirety as follows:

                           (b) as soon as practicable, use its reasonable best
                           efforts to effect such registration (including,
                           without limitation, the execution of an undertaking
                           to file post-effective amendments, appropriate
                           qualification under applicable blue sky or other
                           state securities laws, and appropriate compliance
                           with applicable regulations issued under the
                           Securities Act) as may be so requested and as would
                           permit or facilitate the sale and distribution of all
                           or such portion of such Registrable Securities as are
                           specified in such request, together with all or such
                           portion of the Registrable Securities of any Holder
                           or Holders joining in such request as are specified
                           in a written request given within fifteen (15) days
                           after receipt of such written notice from the
                           Company; provided that (x) the MDC Initiating
                           Holders, the Crescent Initiating Holders and the
                           Holdings Initiating Holders are each entitled to two
                           registrations pursuant to this Section 2.1, no more
                           than one of which may be effected in any given
                           12-month period; (y) the Series A Initiating Holders
                           and the L/C Initiating Holders are each entitled to
                           only one registration pursuant to this Section 2.1;
                           and (z) the Company shall not be obligated to take
                           any action to effect any such registration,
                           qualification, or compliance pursuant to this Section
                           2.1:

                  (i)      SECTION 2.1(b)(iii). Section 2.1(b)(iii) of the
Registration Rights Agreement is hereby amended and restated to read in its
entirety as follows:

                           (iii) With respect to the MDC Initiating Holders,
                           after the Company has effected two registrations on
                           behalf of the MDC Initiating Holders requesting
                           registration pursuant to this Section 2.1


                                       3



                           and such registrations have been declared effective;
                           with respect to the Crescent Initiating Holders,
                           after the Company has effected two registrations on
                           behalf of the Crescent Initiating Holders requesting
                           registrations pursuant to Section 2.1 and such
                           registrations have been declared effective (subject
                           to paragraph (f)); with respect to the Holdings
                           Initiating Holders, after the Company has effected
                           two registrations on behalf of the Holdings
                           Initiating Holders requesting registrations pursuant
                           to Section 2.1 and such registrations have been
                           declared effective (subject to paragraph (f)); with
                           respect to the Series A Initiating Holders, after the
                           Company has effected one registration on behalf of
                           the Series A Initiating Holders requesting
                           registration pursuant to Section 2.1 and such
                           registration has been declared effective (subject to
                           paragraph (f)) and, with respect to the L/C
                           Initiating Holders, after the Company has effected
                           one registration on behalf of the L/C Initiating
                           Holders requesting registration pursuant to Section
                           2.1 and such registration has been declared effective
                           (subject to paragraph (f)); or

                  (j)      SECTION 2.1(b)(iv). Section 2.1(b)(iv) of the
Registration Rights Agreement is hereby amended and restated to read in its
entirety as follows:

                           (iv) Unless the Holder or Holders requesting
                           registration (together with any other Holders who may
                           participate in such registration ) propose to dispose
                           of Registrable Securities which they reasonably
                           anticipate will have an aggregate disposition price
                           (before deduction of underwriting discounts and
                           expenses of sale) of at least $1,000,000.

                  (k)      SECTION 2.1(b). The last paragraph of Section 2.1(b)
of the Registration Rights Agreement is hereby amended and restated to read in
its entirety as follows:

                           Subject to the foregoing clauses (i) through (iv) and
                           to Section 2.1(d), the Company shall file a
                           registration statement covering the Registrable
                           Securities so requested to be registered as soon as
                           practicable after receipt of the request of the MDC
                           Initiating Holders, the Crescent Initiating Holders,
                           the Series A Initiating Holders, the Holdings
                           Initiating Holders or the L/C Initiating Holders, and
                           in no event later than 90 days after receipt of such
                           request.

                  (l)      SECTION 2.1(c). The first paragraph of Section 2.1(c)
of the Registration Rights Agreement is hereby amended and restated to read in
its entirety as follows:

                           (c) UNDERWRITING. If the MDC Initiating Holders, the
                           Crescent Initiating Holders, the Series A Initiating
                           Holders, the Holdings Initiating Holders or the L/C
                           Initiating Holders intend to distribute the
                           Registrable Securities covered by their request by
                           means of an underwriting, they shall so advise the
                           Company as a part of their request made pursuant to
                           this Section 2.1 and the Company shall include such
                           information in the written notice referred to in
                           Section 2.1(a). The right of each Holder to
                           registration pursuant to Section 2.1 shall be
                           conditioned upon such Holder's participation in such
                           underwriting and the inclusion of such Holder's


                                       4



                           Registrable Securities in the underwriting to the
                           extent requested (unless otherwise mutually agreed by
                           a majority in interest of the Holders and such
                           Holder) to the extent provided herein.

                  (m)      SECTION 2.1(c). The second paragraph of Section
2.1(c) of the Registration Rights Agreement is hereby amended and restated to
read in its entirety as follows:

                           The Company shall (together with all Holders
                           proposing to distribute their securities through such
                           underwriting) enter into an underwriting agreement in
                           customary form with the underwriter or underwriters
                           selected for such underwriting by a majority in
                           interest of the MDC Initiating Holders, the Crescent
                           Initiating Holders, the Series A Initiating Holders,
                           the Holdings Initiating Holders or the L/C Initiating
                           Holders, as the case may be; however, such selection
                           shall be subject to the approval of the Company, in
                           its sole and absolute discretion. Notwithstanding any
                           other provision of this Section 4.1, if the Company
                           and the underwriter or underwriters determine that
                           marketing factors require the number of shares to be
                           underwritten to be reduced and so advise the MDC
                           Initiating Holders, the Crescent Initiating Holders,
                           the Series A Initiating Holders, the Holdings
                           Initiating Holders or the L/C Initiating Holders, as
                           the case may be, in writing, then the MDC Initiating
                           Holders, the Crescent Initiating Holders, the Series
                           A Initiating Holders, the Holdings Initiating Holders
                           or the L/C Initiating Holders, as the case may be,
                           shall so advise all Holders who have initiated to the
                           Company that they intend to participate in such
                           underwriting and the number of Registrable Securities
                           that may be included in the registration and
                           underwriting shall be allocated as follows:

                  (n)      SECTION 2.1(c)(i). Section 2.1(c)(i) of the
Registration Rights Agreement is hereby amended and restated to read in its
entirety as follows:

                           (i) Registrable Securities held by any person who is
                           not an MDC Holder, in the case of a registration
                           requested by the MDC Initiating Holders, who is not
                           Crescent, in the case of a registration requested by
                           the Crescent Initiating Holders, who is not a Series
                           A Holder, in the case of a registration requested by
                           the Series A Initiating Holders, who is not Holdings
                           or HAMCO, in the case of a registration requested by
                           the Holdings Initiating Holders, or who is not a L/C
                           Holder, in the case of a registration requested by
                           the L/C Initiating Holders, shall first be excluded
                           on a pro rata basis on the basis of the number of
                           Registrable Securities requested to be included by
                           such Holders;

                  (o)      SECTION 2.1(c)(ii). Section 2.1(c)(ii) of the
Registration Rights Agreement is hereby amended and restated to read in its
entirety as follows:


                                       5



                           (ii) if further reductions are required, Registered
                           Securities held by the MDC Holders in the case of a
                           registration requested by the MDC Initiating Holders
                           or held by Crescent in the case of a registration
                           requested by Crescent or held by the Series A Holders
                           in the case of a registration requested by the Series
                           A Initiating Holders or held by Holdings or HAMCO in
                           the case of a registration requested by the Holdings
                           Initiating Holders or held by the L/C Holders in the
                           case of a registration requested by the L/C
                           Initiating Holders shall be excluded in proportion,
                           as nearly as practicable, to the respective amounts
                           of Registrable Securities requested to be included by
                           such Holders.

                  (p)      SECTION 2.1(c)(ii). The first paragraph after Section
2.1(c)(ii) of the Registration Rights Agreement is hereby amended and restated
to read in its entirety as follows:

                           In the event any Non-MDC Holder is excluded as a
                           result of the foregoing provisions from a
                           registration (other than a registration requested by
                           the Crescent Initiating Holders or the Holdings
                           Initiating Holders), then such Non-MDC Holder shall
                           be entitled to sell, on a pro rata basis, the
                           excluded Registrable Securities, prior to any other
                           Registrable Securities, pursuant to the underwriters'
                           over-allotment option. Notwithstanding the preceding
                           sentence, if the number of shares includable by the
                           MDC Holders is reduced in a registration requested by
                           the MDC Initiating Holders, then the maximum
                           participation by Non-MDC Holders in the underwriters'
                           over-allotment option shall be limited to the number
                           of shares that such Holders would have been able to
                           sell if the reduction was pro rata among all Holders
                           of Registrable Securities having the right to
                           participate in such registration, regardless of the
                           reduction provisions of clause (i) above.

                  (q)      SECTION 2.1(c)(ii). The second paragraph after
Section 2.1(c)(ii) of the Registration Rights Agreement is hereby amended and
restated to read in its entirety as follows:

                           Except as provided in the last sentence of this
                           paragraph, no Registrable Securities excluded from
                           the underwriting by reason of the underwriter's
                           marketing limitation shall be included in such
                           registration. If any Holder disapproves of the terms
                           of the underwriting, such person may elect to
                           withdraw therefrom by written notice to the Company,
                           the underwriter and the MDC Initiating Holders, the
                           Crescent Initiating Holders, the Series A Initiating
                           Holders, the Holdings Initiating Holders or the L/C
                           Initiating Holders, as the case may be. The
                           Registrable Securities and/or other securities so
                           withdrawn from such underwriting shall also be
                           withdrawn from such registration; provided, however,
                           that, if by the withdrawal of such Registrable
                           Securities a greater number of Registrable Securities
                           held by other Holders may be included in such
                           registration (up to the maximum of any limitation
                           imposed by the underwriters), then the Company shall
                           offer to all Holders who have included Registrable
                           Securities in the


                                       6



                           registration the right to include additional
                           Registrable Securities in the same proportion used
                           above in determining the underwriter limitation.

                  (r)      SECTION 2.1(d). Section 2.1(d) of the Registration
Rights Agreement is hereby amended and restated to read in its entirety as
follows:

                           (d) DELAY OF REGISTRATION. If the Company shall
                           furnish to the MDC Initiating Holders, the Crescent
                           Initiating Holders, the Series A Initiating Holders,
                           the Holdings Initiating Holders or the L/C Initiating
                           Holders a certificate signed by the President of the
                           Company stating that, in the good faith discretion of
                           the Board of Directors of the Company, it would not
                           be in the best interest of the Company for such
                           registration statement to be filed on or before the
                           date filing would be required then the Company may
                           defer the filing of the registration statement for a
                           period or periods not in excess of an aggregate of 90
                           days, such right to delay a request to be exercised
                           by the Company not more than once in any calendar
                           year.

                  (s)      SECTION 2.1(f). Section 2.1(f) of the Registration
Rights Agreement is hereby amended and restated to read in its entirety as
follows:

                           (f) EFFECTIVE REGISTRATION STATEMENT. A registration
                           requested pursuant to this Section 2.1 shall not be
                           deemed to have been effected (i) unless a
                           registration statement with respect thereto has
                           become effective; provided, however, that if such
                           registration statement does not become effective
                           after the Company has filed it solely by reason of
                           the refusal to proceed by the Holders (other than a
                           refusal to proceed based upon the advice of counsel
                           relating to a matter with respect to the Company),
                           then such registration shall be deemed to have been
                           effected unless the MDC Initiating Holders, the
                           Crescent Initiating Holders, the Series A Initiating
                           Holders, the Holdings Initiating Holders or the L/C
                           Initiating Holders, as the case may be, shall have
                           elected to pay all Registration Expenses referred to
                           in Section 2.4 hereof in connection with such
                           registration, (ii) if, after the registration
                           statement that relates to such registration has
                           become effective, such registration statement becomes
                           subject to any stop order, injunction or any order or
                           requirement of the Commission or other governmental
                           agency or court for any reason and such order,
                           injunction or requirement is not promptly withdrawn
                           or lifted, or (iii) the conditions to closing
                           specified in the purchase agreement or underwriting
                           agreement entered into in connection with such
                           registration are not satisfied, other than by reason
                           of some act or omission by such Holders.

                  (t)      SECTION 2.2. The first paragraph of Section 2.2 of
the Registration Rights Agreement is hereby amended and restated to read in its
entirety as follows:


                                       7



                           2.2 FORM S-3. After the Company has qualified for the
                           use of Form S-3, the MDC Initiating Holders, the
                           Crescent Initiating Holders, the Series A Initiating
                           Holders, the L/C Initiating Holders and the Holdings
                           Initiating Holders each shall have the right to
                           registrations on Form S-3 (but not more than one
                           registration in any twelve (12) month period shall be
                           requested by each of the MDC Initiating Holders, the
                           Crescent Initiating Holders, the Series A Initiating
                           Holders, the L/C Initiating Holders, or the Holdings
                           Initiating Holders, as the case may be) under this
                           Section 2.2 (requests shall be in writing and shall
                           state the number of Registrable Securities to be
                           disposed of and the intended method of disposition of
                           such shares by such Holder or Holders); provided,
                           however, that the Company shall not be required to
                           effect a registration pursuant to this Section 2.2
                           unless (a) the Holder or Holders requesting
                           registration propose to dispose of Registrable
                           Securities which they reasonably anticipate will have
                           an aggregate disposition price (before deduction of
                           underwriting discounts and expenses of sale) of at
                           least $1,000,000 and (b) such Holder or Holders are
                           not entitled to sell all of their shares within a
                           three-month period under Rule 144 under the
                           Securities Act.

                  (u)      SECTION 2.4. Section 2.4 of the Registration Rights
Agreement is hereby amended and restated to read in its entirety as follows:

                           2.4 EXPENSES OF REGISTRATION. All Registration
                           Expenses incurred in connection with one registration
                           per year pursuant to Section 2.1 requested by the MDC
                           Initiating Holders, one registration per year
                           requested by the Crescent Initiating Holders, one
                           registration per year requested by the Holdings
                           Initiating Holders, one registration requested by the
                           Series A Initiating Holders and one registration
                           requested by the L/C Initiating Holders and all
                           Registration Expenses incurred in connection with a
                           registration pursuant to Section 2.2 or Section 2.3,
                           including the reasonable fees and expenses of one
                           counsel for the selling Holders collectively, shall
                           be borne by the Company; and all Selling Expenses
                           shall be borne by the Holders of the Registrable
                           Securities so registered pro-rata on the basis of the
                           number of shares so registered.

                  (v)      SECTION 3.11. Section 3.11 of the Registration Rights
Agreement is hereby amended and restated to read in its entirety as follows:

                           TERMINATION. The provisions of this Agreement shall
                           terminate upon the earlier of (a) the tenth
                           anniversary of the date of the Amendment or (b) as to
                           any Holder, at such time as the Holder is able to
                           sell all its remaining Registrable Securities
                           (including any securities that may become Registrable
                           Securities upon acquisition by any of the Holders
                           pursuant to distribution by Holdings to its members
                           or a foreclosure by the holders of


                                       8



                           Notes, or the Collateral Agent acting for their
                           benefit, under the Pledge Agreement) in accordance
                           with Rule 144 during a 90-day period.

         4.       INCORPORATION OF TERMS. This Amendment shall be governed by
and construed in accordance with Section 3.10 of the Registration Rights
Agreement.

         5.       COUNTERPARTS. This Amendment may be executed in two or more
counterparts, all of which shall be considered one and the same agreement.

         6.       STATUS OF REGISTRATION RIGHTS AGREEMENT. Except as amended by
this Amendment, the Registration Rights Agreement remains in full force and
effect. Whenever reference is made to the Registration Rights Agreement in any
certificate, letter, notice or other instrument or communication dated after the
date of this Amendment, such reference shall be interpreted as being a reference
to the Registration Rights Agreement as amended by this Amendment.


                                      * * *


                                       9



                  IN WITNESS WHEREOF, the parties have executed this Amendment
No. 1 to Registration Rights Agreement as of the date first set forth above.

                                    COMPANY:

                                    AMERICAN RESIDENTIAL INVESTMENT TRUST, INC.


                                    By:     /s/ John M. Robbins
                                           -------------------------------------
                                    Name:  John M. Robbins
                                    Title: Chief Executive Officer





                                   HOLDERS:


                                   MCCOWN DE LEEUW & CO. II, L.P.

                                   By:      MDC Management Company II, L.P.
                                            its General Partner

                                   By:        /s/ George E. McCown
                                             -----------------------------------
                                   Name:     George E. McCown
                                   Title:    General Partner


                                   MCCOWN DE LEEUW ASSOCIATES, L.P.

                                   By:      MDC Management Company II, L.P.
                                            its General Partner

                                   By:        /s/ George E. McCown
                                             -----------------------------------
                                   Name:     George E. McCown
                                   Title:    General Partner


                                   MCCOWN DE LEEUW & CO. OFFSHORE (EUROPE), L.P.

                                   By:      MDC Management Company IIE, L.P.
                                            its General Partner

                                   By:        /s/ George E. McCown
                                             -----------------------------------
                                   Name:     George E. McCown
                                   Title:    General Partner


         [COUNTERPART SIGNATURE PAGE TO AMENDMENT NO. 1 TO REGISTRATION
                                RIGHTS AGREEMENT]



                                   MCCOWN DE LEEUW & CO. OFFSHORE (ASIA), L.P.

                                   By:       MDC Management Company IIA, L.P.
                                             its General Partner

                                   By:        /s/ George E. McCown
                                             -----------------------------------
                                   Name:     George E. McCown
                                   Title:    General Partner


                                   ERNEST J. GALLO 1991 FAMILY TRUST


                                   By:        /s/ Joseph E. Gallo
                                             -----------------------------------
                                   Name:     Joseph E. Gallo
                                   Title:    Trustee


                                   JOSEPH C. GALLO 1994 FAMILY TRUST


                                   By:        /s/ Joseph E. Gallo
                                             -----------------------------------
                                   Name:     Joseph E. Gallo
                                   Title:    Trustee


                                   STEPHANIE A. GALLO 1990 FAMILY TRUST


                                   By:        /s/ Joseph E. Gallo
                                             -----------------------------------
                                   Name:     Joseph E. Gallo
                                   Title:    Trustee


                                   PK PARTNERS


                                   By:        /s/ Peter E. Haas, Jr.
                                             -----------------------------------
                                   Name:     Peter E. Haas, Jr.
                                   Title:    Managing General Partner


         [COUNTERPART SIGNATURE PAGE TO AMENDMENT NO. 1 TO REGISTRATION
                                RIGHTS AGREEMENT]



                                   JOSEPHINE B. HAAS REVOCABLE TRUST


                                   By:        /s/ Josephine B. Haas
                                             -----------------------------------
                                   Name:     Josephine B. Haas
                                   Title:    Trustee


                                   KELLER 1991 TRUST


                                   By:        /s/ George M. Keller
                                             -----------------------------------
                                   Name:     George M. Keller
                                   Title:    Trustee


                                   LILLARD PARTNERS


                                   By:
                                             -----------------------------------
                                   Name:     John S. Lillard
                                   Title:    Managing Partner


                                   PLF PARTNERS


                                   By:
                                             -----------------------------------
                                   Name:     W. Parlin Lillard Jr.
                                   Title:    General Partner


                                   SAW ISLAND PARTNERS


                                   By:        /s/ R. Bruce Mosbacher
                                             -----------------------------------
                                   Name:     R. Bruce Mosbacher
                                   Title:    General Partner


                                   ---------------------------------------------
                                   Martin Anderson


                                         /s/ Jay Fuller
                                   ---------------------------------------------
                                   Jay Fuller


         [COUNTERPART SIGNATURE PAGE TO AMENDMENT NO. 1 TO REGISTRATION
                                RIGHTS AGREEMENT]



                                         /s/ John Robbins
                                   ---------------------------------------------
                                   John Robbins



                                   ---------------------------------------------
                                   Mark Conger



                                   ---------------------------------------------
                                   Rollie Lynn


                                   CRESCENT/MACH I PARTNERS, L.P.

                                   By:      TCW Asset Management Company,
                                            its Investment Advisor

                                   By:        /s/ John C. Rocchio
                                            ------------------------------------
                                   Name:    John C. Rocchio
                                   Title:   Managing Director

                                   By:        /s/ Darryl L. Schall
                                            ------------------------------------
                                   Name:    Darryl L. Schall
                                   Title:   Managing Director


                                   TCW/CRESCENT MEZZANINE
                                   INVESTMENT PARTNERS, L.P.,
                                   TCW/CRESCENT MEZZANINE PARTNERS, L.P.,
                                   TCW/CRESCENT MEZZANINE TRUST

                                   By:      TCW/Crescent Mezzanine, L.L.C., its
                                            Investment Manager

                                   By:        /s/ John C. Rocchio
                                            ------------------------------------
                                   Name:    John C. Rocchio
                                   Title:   Managing Director


         [COUNTERPART SIGNATURE PAGE TO AMENDMENT NO. 1 TO REGISTRATION
                                RIGHTS AGREEMENT]



                                   TCW SHARED OPPORTUNITY FUND II, L.P.

                                   By:      TCW INVESTMENT MANAGEMENT COMPANY,
                                            its Investment Manager

                                   By:        /s/ John C. Rocchio
                                            ------------------------------------
                                   Name:    John C. Rocchio
                                   Title:   Managing Director

                                   By:        /s/ Darryl L. Schall
                                            ------------------------------------
                                   Name:    Darryl L. Schall
                                   Title:   Managing Director


                                   MDC REIT HOLDINGS, LLC

                                   By:      HOME ASSET MANAGEMENT CORP., its
                                            managing member

                                   By:        /s/ George E. McCown
                                            ------------------------------------
                                   Name:      George E. McCown
                                            ------------------------------------
                                   Title:     Chairman and President
                                            ------------------------------------


                                   HOME ASSET MANAGEMENT CORP.


                                   By:        /s/ George E. McCown
                                            ------------------------------------
                                   Name:      George E. McCown
                                            ------------------------------------
                                   Title:     Chairman and President
                                            ------------------------------------


         [COUNTERPART SIGNATURE PAGE TO AMENDMENT NO. 1 TO REGISTRATION
                                RIGHTS AGREEMENT]

EX-99.1

                                                                    Exhibit 99.1


TUESDAY JANUARY 8, 6:01 PM EASTERN TIME

PRESS RELEASE

SOURCE: AMERICAN RESIDENTIAL INVESTMENT TRUST INC.

AMERICAN RESIDENTIAL COMPLETES BUYOUT OF HOME
ASSET MANAGEMENT CORPORATION CONTRACT

ISSUES EARNINGS GUIDANCE FOR Q4 2001, YEAR 2002 AND YEAR 2003

DEL MAR, Calif.--(BUSINESS WIRE)--Jan. 8, 2002--American Residential Investment
Trust, Inc. (NYSE: INV - NEWS) announced that it had completed the purchase of
the management contract of Home Asset Management Corporation (HAMCO), the
external REIT manager. The Company also announced that it had obtained a $5
million subordinated operating loan commitment from TCW/Crescent Mezzanine
Partners, L.P., the senior lender to HAMCO, and amended the Securities Purchase
Agreement to remove American Residential Investment Trust as a party. No longer
being subject to the Securities Purchase Agreement removes some significant
operating restrictions that had been placed on the Company, such as the creation
of operating subsidiaries.
Primarily due to one-time charges of approximately $11.2 million related to the
management contract buyout, the Company also said that it expects to report a
loss in the range of $12.5 million to $13.5 million for the fourth quarter of
2001, or $1.57 to $1.70 per share. Fourth quarter results will also reflect an
estimated $1.8 million, or $0.23 per share, of costs related to the required
infrastructure for the Company's new mortgage origination subsidiary, American
Mortgage Network (AmNet). AmNet began originating loans in November 2001. Book
value is expected to be approximately $7.30 per share at December 31, 2001. John
M. Robbins, Jr., Chairman and Chief Executive Officer of the Company, said,
"This has been a pivotal year for American Residential. Purchasing the HAMCO
contract is the last external barrier to implementing our mortgage





banking strategy. Capital is now being invested to create the infrastructure
for a mortgage origination subsidiary. We expect that it will yield returns in
2002 and beyond and help us return to profitability and improve stockholder
value. Through a solid business plan with definable metrics, we are rebuilding
our revenue model to support sustainable growth and profitability. To further
our mortgage banking goals, the Company secured a $75 million warehouse line
from JPMorgan Chase Bank."
AmNet, a taxable REIT subsidiary, funded approximately $42 million in mortgages
during the fourth quarter of 2001, having opened its first two centers in
Sacramento, California and Portland, Oregon in November. San Diego, California
and East Coast centers in New Haven, Connecticut and Atlanta, Georgia are
planned to open in January 2002. Several additional regional centers are planned
to open by the end of 2002.
Mr. Robbins added, "Our mortgage banking model provides an excellent opportunity
to build market share in the wholesale mortgage space, which represents over 60%
of the $2.0 trillion residential mortgage origination market in 2001. By
capitalizing on management's many years of mortgage banking experience operating
in all types of interest rate environments, we can leverage this expertise to
take advantage of the strong market demand for home loans and refinancing."
AmNet's closed loan volume goals are anticipated to be $500 million per month by
the end of 2002 with total loan volume expected to be $3.5 to $4.0 billion for
2002 and $1 billion per month by the end of 2003. AmNet expects to break even in
the fourth quarter of 2002. In 2002, the Company expects to show an overall
operating loss of approximately $0.50 per share inclusive of startup operating
expenses associated with AmNet as well as the continued paydown of the mortgage
portfolio. In 2003, the Company is projecting closed loan volume of $7 to $8
billion resulting in earnings per share in the range of $1.25 to $1.75. As
previously stated, the Company does not anticipate paying dividends for 2001,
consistent with its obligation to pay dividends based on taxable earnings.





The Company is also considering the termination of its REIT status. Any
definitive decision to terminate the Company's REIT status will be subject to
stockholder approval.
The Company initiated a share repurchase program on December 14, 2000 to
repurchase up to $1 million of the Company's common stock. To date, the Company
has repurchased 95,600 shares of its common stock at a total acquisition price
of approximately $280,000. The Company anticipates that it will repurchase
additional shares of its common stock under this repurchase plan in the near
future.
About American Residential Investment Trust
American Residential Investment Trust, Inc. is a real estate investment trust
(REIT) that has traditionally invested in non-conforming, residential mortgage
assets. For more information on American Residential, please visit the Company's
web site at www.amerreit.com.
About American Mortgage Network
American Mortgage Network (AmNet) is a taxable REIT subsidiary of American
Residential Investment Trust, Inc. AmNet originates loans for the national
mortgage broker community through its regional centers.
Certain matters discussed in this press release may constitute forward-looking
statements within the meaning of federal securities laws. Forward-looking
statements include statements regarding the Company's plans to open regional
offices, future projections, Mortgage Assets and book values, future
profitability and stockholder returns, sustainability of growth and
profitability, AmNet's funding levels, loan volumes, termination of REIT status
and the timing and levels of share repurchases. Actual results and the timing of
certain events could differ materially from those projected in or contemplated
by these forward-looking statements due to a number of factors, including but
not limited to: lack of Company experience in opening regional offices and
generating mortgage loans; general economic conditions; mortgage loan prepayment
rates; credit losses; overall interest rates; the shape of the yield curve; the
availability of suitable





mortgage assets; the availability of financing for the origination, acquisition
or securitization of mortgage assets; the impact of leverage; the Company's
liquidity position; volatility in the value of mortgages held for sale or the
commitments made to fund mortgages and other risk factors outlined in American
Residential Investment Trust's SEC reports.

- -----------------
CONTACT:

     American Residential Investment Trust Inc.
     Judith Berry, 858/350-5012
     judy@amerreit.com
       or

     Clay Strittmatter, 858/350-5006
     clay@amerreit.com
       or

     Forti Communications Inc.
     Corinne Forti, 805/498-0113
     forticomm@aol.com