Exhibit 10.43

FIRST AMENDMENT TOPLEDGE AGREEMENT 

        ThisFirst Amendment to Pledge Agreement (the “Amendment”) is made as of this27th day of January, 2003, by and among ASCENT ASSURANCE, INC. (the“Pledgor”) and LASALLE BANK NATIONAL ASSOCIATION (the “Pledgee”). 

W I T N E S S E T H 

        WHEREAS,the Pledgor executed and delivered that certain Pledge Agreement (the “PledgeAgreement”) dated July 20, 1999 in favor of the Pledgee with respect to 100% of theissued and outstanding shares of the capital stock of Ascent Management, Inc.(“AMI”) to secure, in part, all of the Pledgor’s obligations under thatcertain Guaranty Agreement, dated as of June 26, 1997 (the “Guaranty”) betweenPledgor and Pledgee which covers (i) all obligations of AMI under that certain InstallmentNote dated July 20, 1999 in the original principal amount of $3,300,000 (the“Note”) in favor of the Pledgee, and (ii) all obligations of Ascent Funding,Inc. (“AFI”) to the Pledgee under that certain Credit Agreement dated June 6,1997 (together with all amendments thereto, collectively, the “CreditAgreement”) between AFI and the Pledgee; 

        WHEREAS,contemporaneously herewith, AFI and the Pledgee are entering into that certain EighthAmendment to Credit Agreement (the “Eighth Amendment”) pursuant to which, amongother things, the Pledgee is agreeing to the release of funds in that certain CashCollateral Account (as defined in the Credit Agreement) to be applied, in substantialpart, to the repayment of AMI’s obligations under the Note; 

        WHEREAS,as a condition to the Pledgee agreeing to enter into the Eighth Amendment and inconsideration of the Pledgee agreeing to the application of funds in the Cash CollateralAccount to the repayment of AMI’s obligations under the Note, the Pledgee isrequiring that the Pledged Collateral (as defined in the Pledge Agreement) continue tosecure the obligations of the Pledgor under the Guaranty; 

        WHEREAS,the parties desire to amend the Pledge Agreement to provide for the continuation of thegrant of the security interest as security for the obligations of the Pledgor under theGuaranty, as more fully set forth herein. 

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

SECTION 1.   **DEFINITIONS.** Unless  otherwise  defined  herein,  all  capitalized  terms shall have the meaninggiven to them in the Pledge Agreement.

SECTION 2.   **AMENDMENTS TO PLEDGE AGREEMENT.**

    2.1.                 Any and all references to the “Loan” in the Pledge Agreement are          hereby amended to refer to the loan from the Pledgee to Ascent Funding, Inc.          (“AFI”) under that certain Credit Agreement dated June 26, 1997          between AFI and the Pledgee. 

SECTION 3.   **CONDITIONS  PRECEDENT TO  EFFECTIVENESS  OF AMENDMENT.**  The  effectiveness  of this  Amendment isexpressly conditioned upon satisfaction of the following conditions precedent:

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

    3.2.                 The Pledgee shall have received authorizing resolutions of the Pledgor with          respect to the transactions contemplated by this Amendment. 

    3.3.                 The Pledgee 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 4.    **REAFFIRMATION OF THEPLEDGOR.** The Pledgor hereby represents and warrants to the Pledgee that(i) the warranties set forth in Section 2 of the Pledge 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 Pledgee has granted its consent; (ii) the Pledgor is on the date hereof incompliance with all of the terms and provisions set forth in the Security Agreement ashereby amended; and (iii) upon execution hereof no Pledgor Default has occurred and iscontinuing or has not previously been waived. 

SECTION 5.    **REAFFIRMATION OFGRANT OF SECURITY INTEREST**. The Pledgor expressly acknowledges and agreesthat all collateral, security interests, liens, and pledges heretofore, under thisAmendment, or hereafter granted to the Pledgee and all supplements thereto, extend to andsecure all of the obligations of the Pledgor to the Pledgee, now existing or hereafterarising, upon the terms set forth in such agreements, all of which security interests,liens, and pledges are hereby ratified, reaffirmed, confirmed and approved. 

SECTION 6.   **EXPENSES**. The Pledgor shall pay, upon demand, all reasonableattorneys’ fees and out-of-pocket costs of the Pledgee in connection with thisAmendment and the agreements, documents and other items contemplated hereunder. 

SECTION 7.   **FULL FORCE AND EFFECT.**  Except as herein  amended,  the Pledge  Agreement  shall  remain in fullforce and effect.

SECTION 8.    **COUNTERPARTS.**  This  Amendment may be executed in two or more  counterparts,  each of which shallbe deemed an original, but all of which together shall constitute one and the same document.

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