Exhibit 10.43


Exhibit 10.43



LASALLE BANK NATIONAL
ASSOCIATION 
135 South LaSalle
Street 
Chicago, Illinois 60603 




November 25, 2003 




Cynthia B. Koenig 
Senior Vice President and
Chief Financial Officer
Ascent Funding, Inc.
3100 Burnett Plaza 
801 Cherry Street, Unit 33
Fort
Worth, TX 76102 




Re: Ascent Funding, Inc.
Payoff 




Ladies and Gentlemen: 



        The
undersigned, Ascent Funding, Inc., formerly Westbridge Funding Corporation
(“Borrower”) has advised LaSalle Bank National Association (“Lender”)
that Borrower intends to pay off of all of Borrowers’ liabilities, obligations and
indebtedness (the “Obligations”) owing to Lender under and in connection with
that certain Credit Agreement, dated as of June 6, 1997 between the Borrower and the
Lender (together with all amendments thereto, the “Credit Agreement”). 



        If
paid in immediately available funds prior to 1:00 p.m. (Chicago local time) on November
28, 2003, the amount necessary to pay off all of the Obligations will be $1,408,047.34
(the “Payoff Amount”) consisting of: 




                    $1,400,000
in principal, 




                    $4,758.45
in accrued and unpaid interest, 



                    $1,288.89
in accrued and unpaid fees and expenses, and 



                    $2,000.00 in
estimated costs associated with loan termination. 



Please note that estimated costs
associated with loan termination include $525.13 for prior legal work and $1,474.87 for
estimated legal work and UCC termination fees. Any monies not used will be fully refunded
to Ascent, while additional charges may result in an additional charge. 



        The
per-diem interest is accruing at $169.94 and the per-diem on fees is accruing at $22.22. 



        Borrower’s
Obligations will not be satisfied in full until such time as the Payoff Amount, plus the
Per Diem Amount, if any, is received by Lender, and therefore Lender will not be obligated
to release any collateral securing the Obligations until such payment is received by
Lender. 



        Upon
payment in full of the Payoff Amount, plus the Per Diem Amount, if any, on or after the
time and date set forth above to the Borrower’s account number 5800083270 with
Lender, Lender shall release all liens and security interests of Lender in any and all
property of Borrower, related to this transaction, and, at Borrower’s sole cost and
expense, (i) prepare and file termination statements pertaining to any liens and security
interests of Lender in any and all property of Borrower or any other party, and (ii)
return all stock certificates and blank stock powers and such other agreements, documents,
instruments, termination statements, releases and lien satisfactions as Borrower may
reasonably request in connection with Lender’s release of its security interests in
and liens on any property of Borrower or any other party providing collateral security for
this transaction, including Ascent Management, Inc. (“AMI”). In connection with
the foregoing, Lender releases: 



             (i)       
          Lender’s lien on and security interest in, and reassigns to the party
          granting such interest, all of Lender’s right, title and interest in and
          to, the collateral set forth in those certain Security Agreements from the
          Borrower and AMI in favor of Lender and acknowledges the termination of such
          Security Agreements; 



             (ii)       
          Lender releases and terminates Ascent Assurance, Inc. (formerly Westbridge
          Capital Corp.) (the “Guarantor”) from its obligations under the
          Guaranty Agreement dated June 6, 1997 made by Ascent for the benefit of the Bank
          (the “Guaranty”) and acknowledges the termination of such Guaranty;
          and 



             (iii)       
          Lender releases and terminates Westbridge Marketing, Inc. and the Guarantor from
          their obligations under certain Pledge Agreements and acknowledges the
          termination of such Pledge Agreements. 



             (iv)       
          Lender releases and terminates Credit Suisse First Boston Management Corporation
          from its obligations under the intercreditor and subordination agreement dated
          April 17, 2001. 



             (v)       
          Lender releases and terminates the Guarantor and Credit Suisse First Boston
          Management Corporation from their obligations under the side agreement dated
          April 17, 2001. 



        Borrower,
by its signatures hereto, acknowledges receipt and acceptance of the payoff terms set
forth above. 



	 	Very
truly yours 
	 
	 
	 	LASALLE BANK NATIONAL
ASSOCIATION 
	 
	 
	 	By: /Brad Kronland/
	 	Its: Assistant Vice
President







Agreed and accepted as of
the 
25th day of November, 2003 




ASCENT FUNDING, INC. 




By: /Cynthia B. Koenig/
Its:
SVP & CFO