FIFTH AMENDMENT TO CREDIT AGREEMENT

This Fifth  Amendment to Credit  Agreement (the  "Amendment") is made as of this
27th day of November,  2001 by and among ASCENT FUNDING,  INC. (the "Borrower"),
and LASALLE BANK NATIONAL ASSOCIATION (the "Bank").

                              W I T N E S S E T H:

WHEREAS, the Borrower and the Bank are parties to that certain Credit Agreement,
dated as of June 6, 1997, as amended by that certain  First  Amendment to Credit
Agreement,  dated as of  September 8, 1998,  as further  amended by that certain
Second  Amendment to Credit  Agreement,  dated as of August 12, 1999, as further
amended  by that  certain  Third  Amendment  to  Credit  Agreement,  dated as of
November 30, 2000 with an effective  date of September 30, 2000,  and as further
amended by that certain Fourth Amendment to Credit Agreement,  dated as of April
17, 2001 (collectively, the "Credit Agreement); and

WHEREAS, the Borrower and the Bank desire to further amend the Credit Agreement
as more fully set forth herein;

NOW,  THEREFORE,  in consideration of the mutual agreements herein contained and
other  good  and  valuable  consideration,  the  adequacy  of  which  is  hereby
acknowledged, and subject to the terms and conditions hereof, the parties hereto
agree as follows:

SECTION I. DEFINITIONS.  Unless otherwise defined herein,  all capitalized terms
shall have the meaning given to them in the Credit Agreement.

SECTION II. AMENDMENTS TO CREDIT AGREEMENT.

2. 1 The definition of "Anniversary Date" in Section 1.1 of the Credit Agreement
is hereby  deleted in its entirety and amended by inserting the following in its
stead:

" Anniversary Date means December 5 of each calendar year,  commencing  December
5, 2002."

2.2 The definition of "Revolving  Loan  Termination  Date" in Section 1.1 of the
Credit  Agreement is hereby deleted in its entirety and amended by inserting the
following in its stead:

" Revolving Loan Termination Date means December 5, 2002; provided,  however, if
not fewer  than  seven (7)  months  nor more than nine (9)  months  prior to any
Anniversary  Date,  the Borrower  requests the Bank to extend the Revolving Loan
Termination  Date for an additional  year and if the Bank in its sole discretion
in writing  within  thirty (30) days of such request,  grants such request,  the
Revolving  Loan  Termination  Date  means the date to which the  Revolving  Loan
Termination Date has been so extended.  If such date is not a Business Date, the
Revolving Loan Termination Date shall be the next preceding Business Day."

SECTION  III.  CONDITIONS  PRECEDENT.  The  effectiveness  of this  Amendment is
expressly conditioned upon satisfaction of the following conditions precedent:

3.1 The Bank shall have received a copy of this  Amendment  duly executed by the
Borrower.

3.2 The Bank  shall have  received a $10,000  renewal  fee due and  payable  and
deemed fully earned on the date hereof.

3.3 The  Bank  shall  have  received  such  other  documents,  certificates  and
assurances  as it  shall  reasonably  request,  all of  which  shall  have  been
delivered on or prior to the date hereof.

SECTION IV.  REAFFIRMATION OF THE BORROWER.  The Borrower hereby  represents and
warrants  to the Bank  that (i) the  warranties  set  forth in  Article 5 of the
Credit  Agreement  are true and correct on and as of the date hereof,  except to
the  extent  (a) that any such  warranties  relate to a  specific  date,  or (b)
changes thereto are a result of transactions  for which the Bank has granted its
consent;  (ii) the Borrower is on the date hereof in compliance  with all of the
terms and provisions set forth in the Credit  Agreement as hereby  amended;  and
(iii) upon  execution  hereof no Event of Default has occurred and is continuing
or has not previously been waived.

SECTION V. WAIVER OF NOTICE OF  EXTENSION OF REVOLVING  LOAN  TERMINATION  DATE.
Solely  for  purposes  of this  Amendment,  the Bank  hereby  waives  the notice
requirement  set forth in the definition of "Revolving  Loan  Termination  Date"
solely with respect to the extension thereof set forth in this Amendment.

SECTION  VI.  FULL  FORCE  AND  EFFECT.  Except as herein  amended,  the  Credit
Agreement and all other Loan Documents shall remain in full force and effect.

SECTION  VII.  COUNTERPARTS.  This  Amendment  may be  executed  in two or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same document.

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IN WITNESS  WHEREOF,  the parties hereto have executed this Amendment on the day
and year specified above.

                              ASCENT FUNDING, INC.

                             By:      /s/ Patrick J. Mitchell
                             Name:    Patrick J. Mitchell
                             Title:   Chairman of the Board and President




                             LASALLE BANK NATIONAL ASSOCIATION

                             By:      /s/ Linda A. Whittaker
                             Name:    Linda A. Whittaker
                             Title:   Assistant Vice President




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                    ACKNOWLEDGMENT AND AGREEMENT OF GUARANTOR

The undersigned,  ASCENT ASSURANCE,  INC.  (formerly  Westbridge Capital Corp.),
hereby  ratifies  and  reaffirms  that certain  Guaranty  dated June 6, 1997 (as
amended from time to time, the  "Guaranty")  made by the undersigned in favor of
LaSalle  Bank  National  Association  (the  "Bank")  and each of the  terms  and
provisions  contained  therein,  and agrees that the Guaranty  continues in full
force  and  effect  following  the  execution  and  delivery  of  the  foregoing
Amendment. The undersigned represents and warrants to the Bank that the Guaranty
was, on the date of the execution and delivery thereof, and continues to be, the
valid and binding  obligation of the undersigned  enforceable in accordance with
its terms and that the  undersigned has no claims or defenses to the enforcement
of the rights and remedies of the Bank under the Guaranty.

IN WITNESS WHEREOF, this Acknowledgment and Agreement of Guarantor has been duly
authorized as of this 27th day of November, 2001.

                        ASCENT ASSURANCE, INC.

                        By:    /s/ Patrick J. Mitchell
                        Name:  Patrick J. Mitchell
                        Title: Chairman and Chief Executive Officer