SIXTHAMENDMENT TO CREDIT AGREEMENT

        ThisSixth Amendment to Credit Agreement (the “Amendment”) is made as ofthis 15th day of May, 2002 by and among ASCENT FUNDING, INC. (the“Borrower”), and LASALLE BANK NATIONAL ASSOCIATION (the“Bank”). 

WITNESSETH:

        **WHEREAS**,the Borrower and the Bank are parties to that certain Credit Agreement, dated asof 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 SecondAmendment to Credit Agreement, dated as of August 12, 1999, as further amendedby that certain Third Amendment to Credit Agreement, dated as of November 30,2000 with an effective date of September 30, 2000, as further amended by thatcertain Fourth Amendment to Credit Agreement, dated as of April 17, 2001, and asfurther amended by that certain Fifth Amendment to Credit Agreement, dated as ofNovember 27, 2001 (collectively, the “Credit Agreement”); and 

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

        **NOW,THEREFORE**, in consideration of the mutual agreements herein contained andother good and valuable consideration, the adequacy of which is herebyacknowledged, and subject to the terms and conditions hereof, the parties heretoagree as follows: 

SECTION I.  **DEFINITIONS**.  Unless  otherwise  defined herein,  all  capitalized  terms shall have the meaning given to them in theCredit 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 andamended by inserting the following in its stead:

        "Anniversary Date means June 5 of each calendar year, commencing June 5, 2003."

        2.2The definition of “Commitment” in Section 1.1 of the Credit Agreementis hereby deleted in its entirety and amended by inserting the following in itsstead: 

        “Commitmentmeans the commitment of the Bank to make Revolving Loans hereunder in theaggregate amount of $6,500,000, as the same may be adjusted from time to timepursuant to Section 2.4 or by written agreement between the Borrower and theBank.” 

        2.3The definition of “Revolving Loan Termination Date” in Section 1.1 ofthe Credit Agreement is hereby deleted in its entirety and amended by insertingthe following in its stead: 

        “RevolvingLoan Termination Date means June 5, 2003; *provided*, *however*,if not fewer than seven (7) months nor more than nine (9) months prior to anyAnniversary Date, the Borrower requests the Bank to extend the Revolving LoanTermination Date for an additional year and if the Bank in its sole discretionin writing within thirty (30) days of such request, grants such request, theRevolving Loan Termination Date means the date to which the Revolving LoanTermination Date has been so extended. If such date is not a Business Date, theRevolving 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 thefollowing conditions precedent:

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

        3.2 The Bank shall havereceived a $10,000 renewal fee due and payable and deemed fully earned on thedate hereof. 

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

SECTION IV.**REAFFIRMATION OF THE BORROWER.** The Borrower hereby represents andwarrants to the Bank that (i) the warranties set forth in Article 5 of theCredit Agreement are true and correct on and as of the date hereof, except tothe 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 itsconsent; (ii) the Borrower is on the date hereof in compliance with all ofthe terms and provisions set forth in the Credit Agreement as hereby amended;and (iii) upon execution hereof no Event of Default has occurred and iscontinuing or has not previously been waived. 

SECTION V.  **EXPENSES.**  The Borrower shall pay, upon demand,  all  reasonable  attorneys'  fees and  out-of-pocket  costs of the Bank inconnection with this Amendment and the agreements, documents and other items contemplated hereunder.

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

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

ASCENT FUNDING, INC.