Exhibit 10.41

EIGHTH AMENDMENT TOCREDIT AGREEMENT 

        ThisEighth Amendment to Credit Agreement (the “Amendment”) is made as of this 27thday of January, 2003 by and among ASCENT FUNDING, INC. (the “Borrower”), andLASALLE 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 June6, 1997, as amended by that certain First Amendment to Credit Agreement, dated as ofSeptember 8, 1998, as further amended by that certain Second Amendment to CreditAgreement, dated as of August 12, 1999, as further amended by that certain Third Amendmentto Credit Agreement, dated as of November 30, 2000 with an effective date of September 30,2000, as further amended by that certain Fourth Amendment to Credit Agreement, dated as ofApril 17, 2001, as further amended by that certain Fifth Amendment to Credit Agreement,dated as of November 27, 2001, as further amended by that certain Sixth Amendment toCredit Agreement, dated as of May 15, 2002, and as further amended pursuant to thatcertain Seventh Amendment to Credit Agreement, dated as of November 20, 2002(collectively, the “Credit Agreement”); 

        **WHEREAS**,the Borrower has notified the Bank that it will be applying funds in the Cash CollateralAccount (as defined in the Credit Agreement) to repay that certain Installment Note datedJuly 20, 1999 from Ascent Management, Inc. (“AMI”) in favor of the Bank in theoriginal principal amount of $3,300,000 (the “AMI Note”) and, as a result, theadvance rate applicable under the Borrowing Base (as defined in the Credit Agreement) willbe reduced to 90% in accordance with the terms of the Credit Agreement unless and untilthe Borrower replenishes the Cash Collateral Account; 

        **WHEREAS**,as a result of the foregoing payoff and reduction in the Cash Collateral Account, theBorrower and the Bank desire to further amend the Credit Agreement as more fully set forthherein; 

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

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

SECTION II.   **WAIVER OF NEGATIVECOVENANT**. The Bank hereby waives compliance with Section 7.13 of the CreditAgreement solely for purposes of enabling the Borrower to make certain distributions tothe Guarantor to be applied solely to the repayment of AMI’s obligations to the Bankunder the AMI Note on or before January 31, 2003. The foregoing limited waiver shall in noway be construed to limit or otherwise affect the Borrower’s future compliance withSection 7.13 of the Credit Agreement. 

SECTION III.   **AMENDMENTS TO CREDIT AGREEMENT.**

        3.1 The Credit Agreement is hereby amended by deleting Section 4.2(j) in its          entirety and inserting the following in its stead: 

        “(j)                 the Borrower’s Consolidated GAAP Net Worth shall not be less than          $3,828,000.” 

        3.2The Credit Agreement is hereby amended by deleting Section 4.2(k) in its entirety.

        3.3The Credit Agreement is hereby amended by deleting Section 7.10 in its entirety andinserting the following in its stead: 

        “7.10Minimum Consolidated GAAP Net Worth. At any time during the term hereof, permit theConsolidated GAAP Net Worth of the Borrower and its Subsidiaries to be less than an amountequal to the sum of (a) $3,828,000 *plus* (b) 50% of any cumulative positive NetIncome of the Borrower and its Subsidiaries for each fiscal quarter following the fiscalquarter ending December 31, 2000 *plus* (c) Deferred Revenues as of the end of themost recent fiscal quarter.” 

SECTION IV.    **CONDITIONS  PRECEDENT.**  The  effectiveness  of  this  Amendment  is  expressly  conditioned  uponsatisfaction of the following conditions precedent:

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

        4.2The Bank shall have received a duly executed Seventh Amendment to Guaranty Agreementexecuted by Ascent Assurance, Inc. 

        4.3The Bank shall have received such other documents, certificates and assurances as it shallreasonably request, all of which shall have been delivered on or prior to the date hereof. 

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

SECTION VI.  **EXPENSES**. The Borrower shall pay, upon demand, all reasonableattorneys’ fees and out-of-pocket costs of the Bank in connection with this Amendmentand the agreements, documents and other items contemplated hereunder. 

SECTION VII. **FULL FORCE AND EFFECT.**  Except as herein  amended,  the Credit  Agreement and all other Loan  Documentsshall remain in full force and effect.

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

----