FIFTH AMENDMENT TO GUARANTY AGREEMENT


     This Fifth Amendment to Guaranty  Agreement (the "Amendment") is made as of
this 30th day of November,  2000,  to be effective as of September  30, 2000, by
and among ASCENT ASSURANCE,  INC. (the  "Guarantor"),  and LASALLE BANK NATIONAL
ASSOCIATION (the "Bank").

                               W I T N E S S E T H

     WHEREAS, the Guarantor delivered a Guaranty Agreement in favor of the Bank,
dated as of June 26,  1997,  as  amended  by that  certain  First  Amendment  to
Guaranty  Agreement,  dated as of March 24,  1999,  as  further  amended by that
certain Second  Amendment to Guaranty  Agreement,  dated as of July 20, 1999, as
further amended by that certain Third Amendment to Guaranty Agreement,  dated as
of April 17, 2000 and as further  amended by that  certain  Fourth  Amendment to
Guaranty  Agreement,  dated as of August 10, 2000  (collectively,  the "Guaranty
Agreement");

     WHEREAS,  the Guarantor  delivered the Guaranty  Agreement pursuant to that
certain Credit Agreement,  dated as of June 6, 1997 between Ascent Funding, Inc.
(formerly  Westbridge Funding Corporation) and the Bank (as amended from time to
time, the "Credit Agreement"); and

     WHEREAS,  National  Foundation Life Insurance Company ("NFL") has requested
and the Texas Insurance Commissioner has approved an extraordinary  distribution
of approximately  $4,131,000 to Guarantor,  consisting of 100% of the issued and
outstanding  common  capital stock of Freedom  Holding  Company  ("FHC") and its
wholly owned subsidiary,  Freedom Life Insurance  Company of America  ("FLICA");
and

     WHEREAS, as a result of such extraordinary distribution, FHC is currently a
direct subsidiary and FLICA is an indirect subsidiary of Guarantor, and, through
an additional  restructuring  of FHC, FLICA shall become a direct  subsidiary of
Guarantor; and

     WHEREAS,  the parties  desire to further amend the Guaranty  Agreement,  as
more  fully  set  forth  herein  to,  among  other   things,   provide  for  the
restructuring of FLICA.

     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 1. DEFINITIONS.  Unless otherwise defined herein,  all capitalized terms
           -----------
shall have the meaning given to them in the Guaranty Agreement.


SECTION 2. AMENDMENTS TO GUARANTY AGREEMENT.
           ---------- -- -------- ----------

     2.1 The  definition of "FLICA" in Section 1.2 of the Guaranty  Agreement is
hereby  deleted in its entirety and replaced by inserting  the  following in its
stead:

     "FLICA"  means  Freedom  Life  Insurance   Company  of  America,   a  Texas
corporation."

     2.2 The  definition  of "NFL" in Section 1.2 of the  Guaranty  Agreement is
hereby  deleted in its entirety and replaced by inserting  the  following in its
stead:

     "NFL"  means  National   Foundation   Life  Insurance   Company,   a  Texas
corporation."

     2.3 Section 6.6 of the Guaranty Agreement is hereby amended by deleting the
first sentence in its entirety and inserting the following in its stead:

     "At any time that the Obligations remain outstanding,  permit the RBC Ratio
of any  Insurance  Subsidiary  (excluding  NFIC)  to be  less  than  105% of the
"Company Action Level RBC."

     2.4  Schedule  6.8 of the  Guaranty  Agreement  is  hereby  deleted  in its
entirety and replaced by inserting the following in its stead:

                    " Minimum Statutory Surplus Requirements
                                 (in Million $)

      -------------------------------- ---------------------------------------
             Insurance Subsidiary       Minimum Statutory Surplus Requirement
      -------------------------------- ---------------------------------------

                    NFL                                 $5.2
      -------------------------------- ---------------------------------------

                    NFIC                                $1.4
      -------------------------------- ---------------------------------------

                    AIC                                 $1.4
      -------------------------------- ---------------------------------------

                   FLICA                                $5.0
      -------------------------------- ---------------------------------------

                  ,,
SECTION  3.  CONDITIONS  PRECEDENT.  The  effectiveness  of  this  Amendment  is
expressly  conditioned upon satisfaction of the following conditions precedent:

3.1 The Bank shall have received  copies of this  Amendment duly executed by the
Guarantor.

3.2 The Bank  shall  have  received  copies  of the  First  Amendment  to Pledge
Agreement duly executed by the Guarantor.

3.3 The Bank  shall  have  received  copies  of the  Third  Amendment  to Credit
Agreement duly executed by the Borrower.

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

SECTION 6.  REAFFIRMATION  OF THE GUARANTOR.  The Guarantor  hereby ratifies and
reaffirms that certain  Guaranty  Agreement and each of the terms and provisions
contained  therein,  and agrees that the  Guaranty  Agreement  continues in full
force and effect  following the execution  and delivery of this  Amendment.  The
Guarantor  represents and warrants to the Bank that the Guaranty  Agreement was,
on the date of the  execution  and delivery  thereof,  and  continues to be, the
valid and binding obligation of the Guarantor enforceable in accordance with its
terms and that the Guarantor has no claims or defenses to the enforcement of the
rights and remedies of the Bank under the Guaranty Agreement.

SECTION  7.  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.


                            [SIGNATURE PAGE FOLLOWS]

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

                                 ASCENT ASSURANCE, INC.

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



                                 LASALLE BANK NATIONAL ASSOCIATION

                                 By: /s/Janet R. Gates
                                 Name: Janet R. Gates
                                 Title: Senior Vice President