FIRST AMENDMENT TO PLEDGE AGREEMENT


     This First  Amendment to Pledge  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.,  formerly  Westbridge  Capital  Corp.,  (the
"Pledgor"),  and LASALLE BANK NATIONAL  ASSOCIATION,  formerly  LaSalle National
Bank, ("Bank").

                               W I T N E S S E T H

     WHEREAS,  Pledgor  executed and delivered  that certain  Pledge  Agreement,
dated as of June 26,  1997 in favor of Bank with  respect  to 100% of the issued
and  outstanding  shares of the capital  stock of National  Financial  Insurance
Company ("NFIC") and National Foundation Life Insurance Company ("NFL"); and

     WHEREAS,  Pledgor  delivered  the  Pledge  Agreement  pursuant  to (i) that
certain Credit Agreement,  dated as of June 6, 1997 between Ascent Funding, Inc.
(formerly  Westbridge Funding Corporation) and the Bank (the "Credit Agreement")
and (ii) that certain Guaranty  Agreement,  dated as of June 26, 1997 by Pledgor
in favor the Bank (the "Guaranty Agreement"); and

     WHEREAS,  NFL  has  requested  and the  Texas  Insurance  Commissioner  has
approved an extraordinary  distribution of approximately  $4,131,000 to Pledgor,
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 a direct
subsidiary  and FLICA is an  indirect  subsidiary  of Pledgor,  and,  through an
additional  restructuring  of FHC,  FLICA shall  become a direct  subsidiary  of
Pledgor; and

     WHEREAS,  Pledgor has agreed to pledge all of the outstanding capital stock
of FHC, FLICA, NFL and NFIC  (collectively,  the "Pledged  Subsidiary") to Bank,
subject to obtaining the required Pledge Approvals, and any additional shares of
the capital  stock or series of any Pledged  Subsidiary  which  Pledgor may from
time to time  acquire  in any way at any time  hereafter,  including  due to the
restructuring of FLICA; and

     WHEREAS,  the parties desire to amend the Pledge  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 1. DEFINITIONS.  Unless otherwise defined herein,  all capitalized terms
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shall have the meaning given to them in the Pledge Agreement.

SECTION 2. AMENDMENTS TO PLEDGE AGREEMENT.
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2.1  Attachment A to the Pledge  Agreement is hereby deleted in its entirety and
replaced by inserting the following in its stead:



                                  Attachment A

  Name of Issuer                 No. of Shares              Certificate No.(s)

  National Financial Insurance      125,000                         3
  Company

  National Foundation Life        2,600,000                         1
  Insurance Company



  Freedom Holding Company         2,000,000                        11


  Freedom Life Insurance
  Company of America              1,761,816                         1


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

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

3.2 The Bank shall have received the stock certificates  representing all of the
outstanding  capital stock of each Pledged  Subsidiary (with stock powers signed
in blank).

3.3 Pledgor shall have received the required  Pledge Approval (as defined in the
Guaranty Agreement) with respect to the pledge of all of the outstanding capital
stock of FHC and FLICA to Bank.


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

Pledgor further agrees to immediately  pledge and deliver to Bank any Additional
Pledged  Shares or Pledged  Securities  (including the delivery and execution of
all certificates  and/or other  instruments or documents  representing each item
thereof)  which  Pledgor may acquire in any way at any time after the  effective
date hereof in connection with the restructuring of FLICA as a direct subsidiary
of Pledgor.

SECTION  5.  COUNTERPARTS.  This  Amendment  may be  executed  in  two  or  more
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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