<PAGE>   1

                                                                   EXHIBIT 10.25

                 SIXTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT
                 -----------------------------------------------

                  SIXTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT (collectively,
this "Amendment"), dated as of March 30, 2001, among CERES GROUP, INC., a
Delaware corporation (the "Borrower"), the lending institutions party to the
Credit Agreement referred to below (the "Banks"), and THE CHASE MANHATTAN BANK,
as Administrative Agent (in such capacity, the "Administrative Agent"). Unless
otherwise indicated, all capitalized terms used herein and not otherwise defined
shall have the respective meanings provided such terms in the Credit Agreement
referred to below.

                              W I T N E S S E T H:
                               - - - - - - - - - -


                  WHEREAS, the Borrower, the Banks and the Administrative Agent
are parties to a Credit Agreement, dated as of February 17, 1999 (as amended,
modified or supplemented to, but not including, the date hereof, the "Credit
Agreement");

                  WHEREAS, the Borrower desires to incur incremental senior
secured bank financing pursuant to a new term loan facility under the Credit
Agreement described herein (the "New Financing") in the amount and on the terms
and conditions set forth herein, after having determined that same is in its
best interests, which New Financing shall be used to repay and terminate an
equivalent amount of the commitments under the existing Revolving Loan Facility;

                  WHEREAS, the Borrower has requested certain amendments and
consents to the Credit Agreement in connection with the New Financing as
described below; and

                  WHEREAS, subject to the terms and conditions of this
Amendment, the Banks wish to grant certain consents under the Credit Agreement
and the parties hereto wish to amend the Credit Agreement, in each case as
herein provided;

                  NOW, THEREFORE, it is agreed:


I.       Amendments and Consents to Credit Agreement.
         -------------------------------------------

                  1. Notwithstanding anything to the contrary contained in the
Credit Agreement, the Banks hereby acknowledge and agree that the New Financing
may be incurred under the Credit Agreement, as long as:

                  (i) the New Financing shall have been consummated in
         accordance with all applicable law and the relevant New Financing
         Documents therefor (without giving effect


<PAGE>   2


         to any amendment or modification thereof or waiver with respect thereto
         unless consented to by the Administrative Agent and the Required
         Banks);

                  (ii) on the Sixth Amendment Effective Date and concurrently
         with the incurrence of A-2 Term Loans on such date, (I) $10,000,000
         principal amount of outstanding Revolving Loans shall have been repaid,
         and the Total Revolving Loan Commitment shall have been permanently
         reduced by $10,000,000 and (II) the Administrative Agent shall have
         received evidence in form, scope and substance reasonably satisfactory
         to the Administrative Agent that the matters set forth herein to be
         satisfied on the Sixth Amendment Effective Date have been satisfied on
         the Sixth Amendment Effective Date;

                  (iii) on the Sixth Amendment Effective Date, all necessary and
         material governmental and third party approvals, permits and licenses
         in connection with the New Financing, the transactions contemplated by
         this Amendment and the other New Financing Documents and otherwise
         referred to herein or therein, shall have been obtained and remain in
         effect, and all applicable waiting periods shall have expired without
         any action being taken by any competent authority which restrains,
         prevents or imposes, in the reasonable judgment of the Administrative
         Agent or the Required Banks, materially adverse conditions upon the
         consummation of the New Financing and the transactions contemplated by
         this Amendment; and

                  (iv) on the Sixth Amendment Effective Date, no actions, suits,
         proceedings or investigations by any entity (private or governmental)
         shall be pending or threatened with respect to the New Financing, the
         Credit Agreement or any documentation executed in connection therewith.

                  2. Section 1.01 of the Credit Agreement is hereby amended by
deleting the text "Term Loan Facility" appearing in the introductory sentence to
said Section and inserting the text "A-1 Term Loan Facility, A-2 Term Loan
Facility" in lieu thereof.

                  3. Section 1.01(a) of the Credit Agreement is hereby amended
by deleting each reference to the word "Term" appearing in said Section and
inserting the text "A-1 Term" in lieu thereof.

                  4. Section 1.01 of the Credit Agreement is hereby further
amended by inserting the following text at the end of said Section:

                  "(c) Each Loan under the A-2 Term Loan Facility (each, an "A-2
         Term Loan", and collectively, the "A-2 Term Loans", and together with
         the A-1 Term Loans, the "Term Loans"):

                  (i) shall be incurred by the Borrower pursuant to a single
         drawing on the Sixth Amendment Effective Date and used for the purposes
         described in Section 5.05(d);

                  (ii) shall be denominated in U.S. Dollars;




                                      -2-
<PAGE>   3

                  (iii) may, except as hereafter provided, at the option of the
         Borrower, be incurred and maintained as, and/or converted into, Base
         Rate Loans or Eurodollar Loans, PROVIDED, that all A-2 Term Loans made
         as part of the same Borrowing shall at all times consist of A-2 Term
         Loans of the same Type;

                  (iv) shall not exceed for any Bank at the time of incurrence
         thereof that aggregate principal amount which equals the A-2 Term Loan
         Commitment, if any, of such Bank on the Sixth Amendment Effective Date;
         and

                  (v) once repaid, may not be reborrowed.".

                  5. Section 1.05(a) of the Credit Agreement is hereby amended
by (x) deleting the text "Term" in each place it appears in clause (i) of said
Section and inserting the text "A-1 Term" in lieu thereof, (y) deleting the word
"and" appearing at the end of clause (i) of said Section and inserting a comma
in lieu thereof and (z) inserting the following new clause (iii) at the end of
said Section:

         "and (iii) if A-2 Term Loans, by a promissory note substantially in the
         form of Exhibit B-3 with blanks appropriately completed in conformity
         herewith (each, an "A-2 Term Note" and, collectively, the "A-2 Term
         Notes")".

                  6. Section 1.05(b) of the Credit Agreement is hereby amended
by deleting each reference to the word "Term" appearing in said Section and
inserting the text "A-1 Term" in lieu thereof.

                  7. Section 1.05 of the Credit Agreement is hereby further
amended by (i) redesignating clause (d) of said Section as clause (e), and (ii)
inserting the following new clause (d) immediately following clause (c) of said
Section:

                  "(d) The A-2 Term Note issued to each Bank that has an A-2
         Term Loan Commitment or outstanding A-2 Term Loans shall (i) be
         executed by the Borrower, (ii) be payable to the order of such Bank or
         its registered assigns and be dated the Sixth Amendment Effective Date
         (or, in the case of any A-2 Term Note issued after the Sixth Amendment
         Effective Date, the date of issuance thereof), (iii) be in a stated
         principal amount equal to the A-2 Term Loan Commitment of such Bank on
         the Sixth Amendment Effective Date (or, in the case of any A-2 Term
         Note issued after the Sixth Amendment Effective Date, in a stated
         principal amount equal to the outstanding principal amount of the A-2
         Term Loan of such Bank on the date of the issuance thereof) and be
         payable in the principal amount of A-2 Term Loans evidenced thereby,
         (iv) mature on the A-2 Term Loan Maturity Date, (v) bear interest as
         provided in the appropriate clause of Section 1.08 in respect of the
         Base Rate Loans and Eurodollar Loans, as the case may be, evidenced
         thereby, (vi) be subject to voluntary prepayment as provided in Section
         3.01 and mandatory repayment and prepayment as provided in Section 3.02
         and (vii) be entitled to the benefits of this Agreement and the other
         Credit Documents.".




                                      -3-
<PAGE>   4

                  8. Section 1.07 of the Credit Agreement is hereby amended by
deleting the first sentence of said Section in its entirety and inserting the
following sentence in lieu thereof:

         "All Borrowings of A-1 Term Loans, A-2 Term Loans and Revolving Loans
         under this Agreement shall be incurred by the Borrower from the Banks
         pro rata on the basis of such Banks' A-1 Term Loan Commitments, A-2
         Term Loan Commitments or Revolving Loan Commitments, as the case may
         be.".

                  9. Section 1.09 of the Credit Agreement is hereby amended by
deleting clause (vi) appearing in said Section in its entirety and inserting the
following new clause (vi) in lieu thereof:

                  "(vi) no Interest Period in respect of any Borrowing of A-1
         Term Loans or A-2 Term Loans may be elected that would extend beyond
         any date upon which a mandatory repayment of A-1 Term Loans, or A-2
         Term Loans, as applicable, is required to be made under Section
         3.02(i)(a)(x) or (y), as the case may be, if, after giving effect to
         the election of such Interest Period, the aggregate principal amount of
         such A-1 Term Loans or A-2 Term Loans, as the case may be, maintained
         as Eurodollar Loans with Interest Periods ending after such date would
         exceed the aggregate principal amount of such A-1 Term Loans or A-2
         Term Loans, as the case may be, permitted to be outstanding after such
         mandatory repayment.".

                  10. Section 1.13 of the Credit Agreement is hereby amended by
deleting the parenthetical "(and/or outstanding Term Loans, as the case may be)"
appearing in sub-clause (y) of the last sentence thereof and inserting the text
"(and/or outstanding A-1 Term Loans or A-2 Term Loans, as the case may be)" in
lieu thereof.

                  11. Section 2.02(b) of the Credit Agreement is hereby amended
by deleting all references to the text "Term" appearing therein and inserting
the text "A-1 Term" in lieu thereof.

                  12. Section 2.02 is hereby further amended by inserting the
following new sub-clauses (d) and (e) immediately after sub-clause (c) appearing
therein:

                  "(d) The Total Revolving Loan Commitment shall be permanently
         reduced by $10,000,000 upon the Sixth Amendment Effective Date.

                  (e) The Total A-2 Term Loan Commitment shall terminate on the
         Sixth Amendment Effective Date, after giving effect to the incurrence
         of A-2 Term Loans on such date."

                  13. Section 3.01 of the Credit Agreement is hereby amended by
(i) deleting the text "Term Loans" appearing in sub-clause (i) of said Section
and inserting the text "A-1 Term Loans, A-2 Term Loans" in lieu thereof, (ii)
inserting the text "of the respective Facility" immediately after the text
"Scheduled Repayments", appearing in sub-clause (iv) thereof, (iii) deleting the
text "; and" appearing at the end of clause (iii) and inserting a comma in lieu
thereof, (iv) deleting the period appearing at the end of clause (iv) and
inserting the text "; and" in lieu



                                      -4-
<PAGE>   5

thereof and (v) inserting the following new clause (v) immediately after clause
(iv) appearing therein:

         "(v) each prepayment of principal of Term Loans pursuant to this
         Section 3.01 shall be applied to the A-1 Term Loans and A-2 Term Loans
         on a pro rata basis (based upon the then outstanding principal amount
         of A-1 Term Loans and A-2 Term Loans)."

                  14. Section 3.02(i)(a) of the Credit Agreement is hereby
amended by (i) inserting the text "(x)" immediately prior to the text "On each
date set forth below" appearing in said Section, (ii) deleting the word "Term"
appearing in said Section and inserting the text "A-1 Term" in lieu thereof,
(iii) deleting the text "Scheduled Repayment" in each place it appears in said
Section and inserting the text "A-1 Term Loan Scheduled Repayment" in lieu
thereof and (iv) inserting the following new clause (y) at the end of said
Section:

                  "(y) In addition to any other mandatory repayments pursuant to
         this Section 3.02, on each date set forth below, the Borrower shall be
         required to repay the principal amount of A-2 Term Loans as is set
         forth opposite such date (each such repayment, as the same may be
         reduced pursuant to Section 2.03, 3.01 and/or 3.02(ii)(a), an "A-2 Term
         Loan Scheduled Repayment"):

A-2 Term Loan Scheduled Repayment Date                  Amount
--------------------------------------                  ------

June 17, 2002                                            $332,500
September 17, 2002                                       $332,500
December 17, 2002                                        $332,500
March 17, 2003                                           $332,500
June 17, 2003                                            $332,500
September 17, 2003                                       $332,500
December 17, 2003                                        $332,500
March 17, 2004                                           $332,500
June 17, 2004                                            $635,000
September 17, 2004                                       $635,000
December 17, 2004                                        $635,000
March 17, 2005                                           $635,000
June 17, 2005                                          $1,200,000
September 17, 2005                                     $1,200,000
December 17, 2005                                      $1,200,000
March 17, 2006                                        $1,200,000"



                                      -5-
<PAGE>   6

                  15. Section 3.02(i)(b) of the Credit Agreement is hereby
amended by deleting the references to "Term Loans" appearing therein and
inserting the text "A-1 Term Loans" in lieu thereof.

                  16. Section 3.02(ii)(a) of the Credit Agreement is hereby
amended by (i) deleting the text "Term Loans" appearing therein and inserting
the text "A-1 Term Loans or A-2 Term Loans, as applicable" in lieu thereof, and
(ii) deleting the text "Scheduled Repayments" appearing therein, and inserting
the text "A-1 Scheduled Repayments" or "A-2 Scheduled Repayments, as applicable"
in lieu thereof.

                  17. Section 5.05 of the Credit Agreement is hereby amended by
(i) deleting the text "Term Loans" appearing in clause (a) thereof and inserting
the text "A-1 Term Loans" in lieu thereof, and (ii) inserting the following new
clause (d) at the end of said Section:

                  "(d) The proceeds of all A-2 Term Loans shall be utilized by
         the Borrower on the Sixth Amendment Effective Date to repay an
         equivalent principal amount of outstanding Revolving Loans."

                  18. Section 5 of the Credit Agreement is hereby amended by
inserting the following new Section 5.25 at the end of said Section:

                  "5.25 New Financing. At the time of consummation thereof, the
         New Financing shall have been consummated in all material respects in
         accordance with the terms of the relevant New Financing Documents
         therefor and all applicable laws. At the time of consummation thereof,
         all necessary and material governmental and third party consents and
         approvals, permits and licenses in connection with the New Financing
         and the transactions contemplated by this Amendment and New Financing
         Documents therefor and all applicable laws have been obtained, given,
         filed or taken and are or will be in full force and effect (or
         effective judicial relief with respect thereto has been obtained). All
         applicable waiting periods with respect thereto have or, prior to the
         time when required, will have, expired without, in all such cases, any
         action being taken by any competent authority which restrains,
         prevents, or imposes in the reasonable judgment of the Administrative
         Agent or the Required Banks, materially adverse conditions upon the New
         Financing and the transactions contemplated by this Amendment. At the
         time of the consummation of the New Financing and immediately after
         giving effect thereto, no Default or Event of Default exists."

                  19. The definition of "Maturity Date" appearing in Section 9
of the Credit Agreement is hereby amended by inserting the text "A-1 Term Loan
Maturity Date, A-2" immediately prior to the text "Term Loan" in said
definition.

                  20. The definition of "Note" appearing in Section 9 of the
Credit Agreement is hereby amended by inserting the text "A-1 Term Note, A-2"
immediately prior to the text "Term Note" appearing in said definition.




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<PAGE>   7

                  21. The definition of "Total Commitment" appearing in Section
9 of the Credit Agreement is hereby amended by inserting the text "A-1 Term Loan
Commitment, the Total A-2" immediately prior to the text "Term Loan Commitment"
appearing in said definition.

                  22. The definition of "Transaction" appearing in Section 9 of
the Credit Agreement is hereby amended by inserting the text "A-1" prior to the
text "Term Loans" appearing therein.

                  23. Section 9 of the Credit Agreement is hereby further
amended by (i) deleting the definitions of "Commitment", "Facility", "Initial
Borrowing Date", "Required Banks", "Scheduled Repayment", "Term Loan", "Term
Loan Commitment", "Term Loan Maturity Date", "Term Note" and "Total Term Loan
Commitment" appearing therein in their entirety and (ii) inserting in the
appropriate alphabetical order the following new definitions:

                  "A-1 Term Loan" shall have the meaning provided in Section
         1.01(a).

                  "A-1 Term Loan Commitment" shall mean, with respect to each
         Bank, the amount set forth opposite such Bank's name in Schedule I
         directly below the column entitled "A-1 Term Loan Commitment," as the
         same may be terminated pursuant to Sections 2.02, 2.03 and/or 8.

                  "A-1 Term Loan Facility" shall mean the Facility evidenced by
         the Total A-1 Term Loan Commitment.

                  "A-1 Term Loan Maturity Date" shall mean February 17, 2005.

                  "A-1 Term Loan Scheduled Repayment" shall have the meaning
         provided in Section 3.02(i)(a)(x).

                  "A-1 Term Note" shall have the meaning provided in Section
         1.05(a).

                  "A-2 Term Loan" shall have the meaning provided in Section
         1.01(c).

                  "A-2 Term Loan Commitment" shall mean, with respect to each
         Bank, the amount set forth opposite such Bank's name in Schedule I
         directly below the column entitled "A-2 Term Loan Commitment," as the
         same may be terminated pursuant to Sections 2.02, 2.03 and/or 8.

                  "A-2 Term Loan Facility" shall mean the Facility evidenced by
         the Total A-2 Term Loan Commitment.

                  "A-2 Term Loan Maturity Date" shall mean March 17, 2006.

                  "A-2 Term Loan Scheduled Repayment" shall have the meaning
         provided in Section 3.02(i)(a)(y).

                  "A-2 Term Note" shall have the meaning provided in Section
         1.05(a).




                                      -7-
<PAGE>   8

                  "Commitment" shall mean any of the commitments of any Bank,
         I.E., whether the A-1 Term ---- Loan Commitment, the A-2 Term Loan
         Commitment or the Revolving Loan Commitment.

                  "Facility" shall mean any of the credit facilities established
         under this Agreement, I.E., the A-1 Term Loan Facility, the A-2 Term
         Loan Facility and the Revolving Loan Facility.

                  "Initial Borrowing Date" shall mean the date upon which the
         A-1 Term Loans are initially incurred hereunder.

                  "New Financing" shall mean the additional financing provided
         to the Borrower by The CIT Group/Equipment Financing, Inc. on the Sixth
         Amendment Effective Date.

                  "New Financing Documents" shall mean and include the Sixth
         Amendment and the other documents and instruments entered into in
         connection with the New Financing, in each case as the same may be
         amended, modified and/or supplemented from time to time.

                  "Required Banks" shall mean Non-Defaulting Banks, the sum of
         whose outstanding A-1 Term Loans, A-2 Term Loans and Revolving Loan
         Commitment (or, if after the Total Revolving Loan Commitment has been
         terminated, outstanding Revolving Loans) constitute a majority of the
         sum of (i) the total outstanding A-1 Term Loans of Non-Defaulting
         Banks, (ii) the total outstanding A-2 Term Loans of Non-Defaulting
         Banks and (iii) the Total Revolving Loan Commitment less the aggregate
         Revolving Loan Commitments of Defaulting Banks, if any, or, if after
         the Total Revolving Loan Commitment has been terminated, the total
         outstanding Revolving Loans of Non-Defaulting Banks).

                  "Scheduled Repayment" shall mean any A-1 Term Loan Scheduled
         Repayment and A-2 Term Loan Scheduled Repayment.

                  "Sixth Amendment" shall mean the Sixth Amendment and Consent
         to this Agreement, dated as of March __, 2001.

                  "Sixth Amendment Effective Date" shall have the meaning
         provided in the Sixth Amendment.

                  "Term Loan" shall mean each A-1 Term Loan and each A-2 Term
         Loan.

                  "Term Loan Commitment" shall mean either or both of the A-1
         Term Loan Commitment or the A-2 Term Loan Commitment, as the context
         may require.

                  "Term Loan Facility" shall mean the A-1 Term Loan Facility and
         the A-2 Term Loan Facility.




                                      -8-
<PAGE>   9

                  "Term Note" shall mean each A-1 Term Note and each A-2 Term
         Note.

                  "Total A-1 Term Loan Commitment" shall mean the sum of the A-1
         Term Loan Commitments of each of the Banks.

                  "Total A-2 Term Loan Commitment" shall mean the sum of the A-2
         Term Loan Commitments of each of the Banks.

                  24. Annexes I and II to the Credit Agreement are hereby
amended by deleting same in their entirety and inserting the attached Annexes I
and II in lieu thereof.

                  25. Exhibit A to the Credit Agreement is hereby amended by
inserting the text "of [A-1 Term Loans][A-2 Term Loans] [Revolving Loans]"
immediately prior to the text "under the Credit Agreement" appearing in the
introductory sentence.

                  26. Exhibit B-1 to the Credit Agreement is hereby amended by
deleting same in its entirety and inserting the attached Exhibit B-1 in lieu
thereof.

                  27. The Credit Agreement is hereby further amended by adding
Exhibit B-3 thereto in the form of Exhibit B-3 attached hereto.

                  28. Exhibit G to the Credit Agreement is hereby amended by
deleting same in its entirety and inserting the attached Exhibit G in lieu
thereof.

II.      Miscellaneous Provisions.
         ------------------------

                  1. In order to induce the Banks to enter into this Amendment,
the Borrower hereby represents and warrants that:

                  (a) no Default or Event of Default exists as of the Sixth
         Amendment Effective Date, both before and after giving effect to this
         Amendment;

                  (b) all of the representations and warranties contained in the
         Credit Agreement or the other Credit Documents are true and correct in
         all material respects on the Sixth Amendment Effective Date both before
         and after giving effect to this Amendment, with the same effect as
         though such representations and warranties had been made on and as of
         the Sixth Amendment Effective Date (it being understood that any
         representation or warranty made as of a specific date shall be true and
         correct in all material respects as of such specific date); and

                  (c) at the time of the consummation of the New Financing (and
         immediately after giving effect thereto), the consummation of same
         shall not (i) contravene any provision of any applicable law, statute,
         rule or regulation or any applicable order, writ, injunction or decree
         of any court or governmental instrumentality, (ii) conflict or be
         inconsistent with or result in any breach of the terms, covenants,
         conditions or provisions of, or constitute a default under, or result
         in the creation or imposition of (or the obligation to create or
         impose) any Lien upon any of the material properties or assets of




                                      -9-
<PAGE>   10

         the Borrower or any of its Subsidiaries pursuant to the terms of any
         indenture, mortgage, deed of trust, credit agreement or loan agreement,
         or any other material agreement, contract or instrument to which the
         Borrower or any of its Subsidiaries is a party or by which it or any of
         its material property or assets is bound or to which it may be subject
         or (iii) violate any provision of the certificate of incorporation,
         by-laws, certificate of limited partnership, limited partnership
         agreement or any equivalent organizational document of the Borrower or
         any of its Subsidiaries.

                  2. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.

                  3. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Administrative Agent.

                  4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.

                  5. This Amendment shall become effective on the date (the
"Sixth Amendment Effective Date") when each of the following conditions shall
have been satisfied:

                  (i) the Administrative Agent shall have received for the
         account of each relevant Bank the appropriate A-1 Term Note and A-2
         Term Note for such Bank, in the amount, maturity and as otherwise
         provided in Section 1.05 of the Credit Agreement (as amended hereby);

                  (ii) the Administrative Agent shall have received from the
         Borrower certified copies of resolutions of the Board of Directors of
         the Borrower with respect to the matters set forth in this Amendment
         and such resolutions shall be satisfactory to the Administrative Agent;

                  (iii) all corporate and legal proceedings and all instruments
         and agreements in connection with the transactions contemplated by this
         Amendment and the other New Financing Documents shall be satisfactory
         in form and substance to the Administrative Agent and the Required
         Banks, and the Administrative Agent shall have received all information
         and copies of all documents and papers, including records of corporate
         proceedings, governmental approvals, good standing certificates and
         bring-down telegrams or facsimiles, if any, which the Administrative
         Agent may have reasonably requested in connection therewith, such
         documents and papers where appropriate to be certified by proper
         corporate or governmental authorities;




                                      -10-
<PAGE>   11

                  (iv) the Administrative Agent shall have received from
         ______________, special counsel to the Borrower an opinion addressed to
         the Administrative Agent, the Collateral Agent and each of the Banks
         and dated the Sixth Amendment Effective Date in form and substance
         satisfactory to the Administrative Agent and the Required Banks, and
         covering such matters incident to this Amendment and the transactions
         contemplated herein as the Administrative Agent may reasonably request;
         and

                  (v) the Borrower shall have reimbursed the Administrative
Agent and The CIT Group/Equipment Financing, Inc. for all reasonable
out-of-pocket expenses incurred in connection with the negotiation, preparation,
execution, delivery, and closing documents for the New Financing, including
reasonable expenses in connection with due diligence relating to the New
Financing, the fees and expenses of counsel, consultants and appraisers retained
by the Administrative Agent or The CIT Group/Equipment Financing, Inc.

                  (vi) the Borrower and each Bank (including, without limitation
         each Bank with an A-2 Term Loan Commitment) shall have signed a
         counterpart hereof (whether the same or different counterparts) and
         shall have delivered (including by way of facsimile transmission) the
         same to White & Case LLP, 1155 Avenue of the Americas, New York, NY
         10036 Attention: Hazem Derhalli (facsimile number 212-354-8113).

                  Unless the Administrative Agent has received actual notice
from any Bank that the conditions contained above have not been met with
satisfaction, upon the satisfaction of the condition described in clause (vi) of
the immediately preceding sentence and upon the Administrative Agent's good
faith determination that the other conditions described above have been met, the
Sixth Amendment Effective Date shall be deemed to have occurred, regardless of
any subsequent determination that one or more of the conditions thereto had not
been met (although the occurrence of the Sixth Amendment Effective Date shall
not release the Borrower from any liability for failure to satisfy one or more
of the applicable conditions specified above).

                  6. So long as the Sixth Amendment Effective Date occurs, the
Borrower shall pay to each Bank with an A-2 Term Loan Commitment, a
non-refundable arrangement fee equal to 1.00% of the aggregate principal amount
of its A-2 Term Loans (as defined herein) outstanding on the Sixth Amendment
Effective Date. All fees payable pursuant to the immediately preceding sentence
shall be paid to the Administrative Agent within one Business Day after the
Sixth Amendment Effective Date, which fees shall be distributed by the
Administrative Agent to the relevant Banks in the amounts specified in the
immediately preceding sentence.

                  7. From and after the Sixth Amendment Effective Date, all
references in the Credit Agreement and each of the other Credit Documents to the
Credit Agreement and the Pledge Agreement shall be deemed to be references to
the Credit Agreement or the Pledge Agreement, as the case may be, as modified
hereby.

                                      * * *



                                      -11-
<PAGE>   12


                  IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.

                                  CERES GROUP, INC.


                                  By:        /s/ Larry E. Wharton
                                     -----------------------------------------
                                     Title:   Vice President and Treasurer

                                  THE CHASE MANHATTAN BANK,
                                     Individually and as Administrative Agent

                                  By:        /s/ Helen L. Newcomb
                                     -----------------------------------------
                                     Title:   Vice President

                                  DRESDNER BANK AG NEW YORK AND GRAND CAYMAN
                                     BRANCHES


                                  By:        /s/ Jonathan Wallin
                                     -----------------------------------------
                                     Title:   Vice President

                                  By:        /s/ J. Michael Leffler
                                     -----------------------------------------
                                     Title:   Senior Vice President

                                  KEYBANK NATIONAL ASSOCIATION

                                  By:        /s/ Sherrie I. Manson
                                     -----------------------------------------
                                     Title:   Vice President

                                  FIRSTAR BANK MILWAUKEE, N.A.

                                  By:        /s/
                                     -----------------------------------------
                                     Title:


                                  FLEET NATIONAL BANK


                                  By:        /s/
                                     -----------------------------------------
                                      Title:



<PAGE>   13

                                  The CIT Group/Equipment Financing, Inc.



                                  By:         /s/ Patrick N. Riley
                                     -----------------------------------------
                                     Title:    Senior Credit Analyst


<PAGE>   14

                                                                         ANNEX I
                                                                         -------


                         LIST OF BANKS AND COMMITMENTS
                         -----------------------------

<TABLE>
<CAPTION>
                                                   A-1 Term                  A-2 Term                 Revolving
Bank                                           Loan Commitment            Loan Commitment          Loan Commitment
----                                           ---------------            ---------------          ---------------
<S>                                                  <C>                             <C>                <C>
The Chase Manhattan Bank                             $12,000,000                     $0.00              $1,500,000

KeyBank                                               $4,000,000                     $0.00                $500,000

Dresdner Bank AG,                                    $12,000,000                     $0.00              $1,000,000
New York Branch and
Grand Cayman Branch

Firstar Bank Milwaukee, N.A.                          $4,000,000                     $0.00              $1,000,000

Fleet National Bank                                   $8,000,000                     $0.00              $1,000,000

The CIT Group/Equipment
Financing, Inc.                                                                $10,000,000


Total                                                $40,000,000               $10,000,000              $5,000,000
=====                                                ===========               ===========              ==========
</TABLE>




<PAGE>   15


                                                                        ANNEX II
                                                                        --------

<TABLE>
<CAPTION>

<S>                                                                             <C>
Chase Manhattan Bank                                                             270 Park Avenue
                                                                                 New York, NY  10017
                                                                                 Telephone:  212-270-7527
                                                                                 Telecopier:  212-270-1511
                                                                                 Attention:  Peter Platten

KeyBank, N.A.                                                                    Mailcode:OH-01-27-0606
                                                                                 127 Public Square
                                                                                 Cleveland, OH  44106
                                                                                 Telephone:  216-689-3443
                                                                                 Telecopier:  216-689-4981
                                                                                 Attention:  Sharon Weinstein

Dresdner Bank AG, New York Branch and Grand                                      75 Wall Street
Cayman Branch                                                                    New York, NY  10005
                                                                                 Telephone:  212-429-2000
                                                                                 Telecopier:  212-429-2127
                                                                                 Attention:  Lloyd Stevens

Firstar Bank Milwaukee, N.A.                                                     777 East Wisconsin Avenue
                                                                                 P.O. Box 532
                                                                                 Milwaukee, WI  53201
                                                                                 Telephone:  414-765-6932
                                                                                 Telecopier:  414-765-6236
                                                                                 Attention:  Azad Virani

BankBoston, N.A.                                                                 100 Federal Street
                                                                                 Boston, MA  02110
                                                                                 Telephone:  617-434-1514
                                                                                 Telecopier:  617-434-1537
                                                                                 Attention:  Elise Brenneman

The CIT Group/Equipment Financing, Inc.                                          900 Ashwood Place
                                                                                 Suite 600
                                                                                 Atlanta, GA  30338
                                                                                 Telephone:  973-535-3575
                                                                                 Telecopier  973-740-5252
                                                                                 Attention:  Charles L. Miller
                                                                                 Telephone:  770-551-7988
                                                                                 Telecopier  770-206-5255
                                                                                 Attention:  Patrick Riley
</TABLE>



<PAGE>   16


                                                                     EXHIBIT B-1
                                                                     -----------

                              FORM OF A-1 TERM NOTE
                              ---------------------

U.S. $____________________                                New York, New York

                                                          --------- --, ----



                  FOR VALUE RECEIVED, CERES GROUP, INC., a Delaware corporation
(the "Borrower"), hereby promises to pay to the order of [_______________] (the
"Bank"), in lawful money of the United States of America in immediately
available funds, at the Administrative Agent's Payment Office (as defined in the
Credit Agreement) initially located at 270 Park Avenue, New York, New York 10017
on the A-1 Term Loan Maturity Date (as defined in the Credit Agreement) the
principal sum of ___________________ DOLLARS ($___________) or, if less, the
unpaid principal amount of all A-1 Term Loans (as defined in the Credit
Agreement) made by the Bank pursuant to the Agreement, payable at such times and
in such amounts as are specified in the Credit Agreement.

                  The Borrower promises also to pay interest on the unpaid
principal amount of each A-1 Term Loan made by the Bank in like money at said
office from the date hereof until paid at the rates and at the times provided in
Section 1.08 of the Agreement.

                  This Note is one of the A-1 Term Notes referred to in the
Credit Agreement, dated as of February 17, 1999, among the Borrower, the lending
institutions from time to time party thereto (including the Bank) and The Chase
Manhattan Bank, as Administrative Agent (as amended, restated, modified and/or
supplemented from time to time, the "Credit Agreement") and is entitled to the
benefits thereof and of the other Credit Documents (as defined in the Credit
Agreement). This Note is secured by and entitled to the benefits of the Pledge
Agreement (as defined in the Credit Agreement). As provided in the Credit
Agreement, this Note is subject to voluntary prepayment and mandatory repayment
prior to the A-1 Term Loan Maturity Date, in whole or in part.

                  In case an Event of Default (as defined in the Credit
Agreement) shall occur and be continuing, the principal of and accrued interest
on this Note may be declared to be due and payable in the manner and with the
effect provided in the Credit Agreement.

                  The Borrower hereby waives presentment, demand, protest or
notice of any kind in connection with this Note.


<PAGE>   17


                  THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

                                            CERES GROUP, INC.



                                            By   _______________________________
                                                 Title:



<PAGE>   18

                                                                     EXHIBIT B-3
                                                                     -----------


                              FORM OF A-2 TERM NOTE

U.S. $____________________                            New York, New York

                                                      --------- --, ----



                  FOR VALUE RECEIVED, CERES GROUP, INC., a Delaware corporation
(the "Borrower"), hereby promises to pay to the order of [_______________] (the
"Bank"), in lawful money of the United States of America in immediately
available funds, at the Administrative Agent's Payment Office (as defined in the
Credit Agreement) initially located at 270 Park Avenue, New York, New York 10017
on the A-2 Term Loan Maturity Date (as defined in the Credit Agreement) the
principal sum of ___________________ DOLLARS ($___________) or, if less, the
unpaid principal amount of all A-2 Term Loans (as defined in the Credit
Agreement) made by the Bank pursuant to the Agreement, payable at such times and
in such amounts as are specified in the Credit Agreement.

                  The Borrower promises also to pay interest on the unpaid
principal amount of each A-2 Term Loan made by the Bank in like money at said
office from the date hereof until paid at the rates and at the times provided in
Section 1.08 of the Agreement.

                  This Note is one of the A-2 Term Notes referred to in the
Credit Agreement, dated as of February 17, 1999, among the Borrower, the lending
institutions from time to time party thereto (including the Bank) and The Chase
Manhattan Bank, as Administrative Agent (as amended, restated, modified and/or
supplemented from time to time, the "Credit Agreement") and is entitled to the
benefits thereof and of the other Credit Documents (as defined in the Credit
Agreement). This Note is secured by and entitled to the benefits of the Pledge
Agreement (as defined in the Credit Agreement). As provided in the Credit
Agreement, this Note is subject to voluntary prepayment and mandatory repayment
prior to the A-2 Term Loan Maturity Date, in whole or in part.

                  In case an Event of Default (as defined in the Credit
Agreement) shall occur and be continuing, the principal of and accrued interest
on this Note may be declared to be due and payable in the manner and with the
effect provided in the Credit Agreement.

                  The Borrower hereby waives presentment, demand, protest or
notice of any kind in connection with this Note.


<PAGE>   19

                                                                     Exhibit B-3
                                                                           Page2


                  THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

                                           CERES GROUP, INC.



                                           By   _______________________________
                                                Title:





<PAGE>   20


                                                                       EXHIBIT G
                                                                       ---------

                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
                   -------------------------------------------

                                                         DATE:  ________, ____

                  Reference is made to the Credit Agreement described in Item 2
of Annex I annexed hereto (as such Credit Agreement may hereafter be amended,
modified or supplemented from time to time, the "Credit Agreement"). Unless
defined in Annex I attached hereto, terms defined in the Credit Agreement are
used herein as therein defined. _____________ (the "Assignor") and
______________ (the "Assignee") hereby agree as follows:

                  1. The Assignor hereby sells and assigns to the Assignee
without recourse and without representation or warranty (other than as expressly
provided herein), and the Assignee hereby purchases and assumes from the
Assignor, that interest in and to all of the Assignor's rights and obligations
under the Credit Agreement as of the date hereof which represents the percentage
interest specified in Item 4 of Annex I (the "ASSIGNED SHARE") of all of the
outstanding rights and obligations under the Credit Agreement relating to the
Tranches indicated in Item 4 of Annex I, including, without limitation, (x) in
the case of any assignment of all or any portion of outstanding A-1 Term Loans,
all rights and obligations with respect to the Assigned Share of all then
outstanding A-1 Term Loans, (y) in the case of any assignment of all or any
portion of outstanding A-2 Term Loans, all rights and obligations with respect
to the Assigned Share of all then outstanding A-2 Term Loans and (z) in the case
of any assignment of all or any portion of the Total Revolving Loan Commitment,
all rights and obligations with respect to the Assigned Share of the Total
Revolving Loan Commitment and of all then outstanding Revolving Loans and
Letters of Credit. After giving effect to such sale and assignment, the
Assignee's Revolving Loan Commitment and the amount of the outstanding A-1 Term
Loans and A-2 Term Loans owing to the Assignee will be as set forth in Item 4 of
Annex I.

                  2. The Assignor (i) represents and warrants that it is the
legal and beneficial owner of the interest being assigned by it hereunder and
that such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or the other Credit Documents or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement or the other Credit Documents or any other instrument or document
furnished pursuant thereto; and (iii) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrower or any of its Subsidiaries or the performance or observance by the
Borrower or any of its Subsidiaries of any of its obligations under the Credit
Agreement or the other Credit Documents or any other instrument or document
furnished pursuant thereto.

                  3. The Assignee (i) represents and warrants that it is duly
authorized to enter into and perform the terms of this Assignment and Assumption
Agreement; (ii) confirms that it has received a copy of the Credit Agreement and
the other Credit Documents, together with copies of the financial statements
referred to therein and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption Agreement; (iii) agrees that it will, independently
and without reliance upon the


<PAGE>   21

                                                                       Exhibit G
                                                                          Page 2


Administrative Agent, the Assignor or any other Bank and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Credit Agreement;
(iv) appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers under the Credit Agreement and
the other Credit Documents as are delegated to the Administrative Agent by the
terms thereof, together with such powers as are reasonably incidental thereto;
(v) confirms that it is (I) a Bank, (II) a parent company and/or an affiliate of
the Assignor which is at least 50% owned by the Assignor or its parent company,
(III) in the event the Assignor is a fund that invests in bank loans, a fund
that invests in bank loans and is managed by the same investment advisor of the
Assignor or by an affiliate of such investment advisor or (IV) an Eligible
Transferee under Section 11.04(b) of the Credit Agreement; [and] (vi) agrees
that it will perform in accordance with their terms all of the obligations which
by the terms of the Credit Agreement are required to be performed by it as a
Bank[; and (vii) attaches the forms described in Section 11.04(b) of the Credit
Agreement].(1)

                  4. Following the execution of this Assignment and Assumption
Agreement by the Assignor and the Assignee, an executed original hereof
(together with all attachments) will be delivered to the Administrative Agent.
The effective date of this Assignment and Assumption Agreement shall be (x) the
date upon which all of the following conditions have been satisfied: (i) the
execution hereof by the Assignor and the Assignee, (ii) the consent hereto by
the Administrative Agent and the Borrower to the extent required by Section
11.04(b) of the Credit Agreement, (iii) the receipt by the Administrative Agent
of the assignment fee referred to in Section 11.04(b) of the Credit Agreement,
and (iv) the recordation of the assignment effected hereby on the Register by
the Administrative Agent as provided in Section 6.12 of the Credit Agreement, or
(y) such later date as is otherwise specified in Item 5 of Annex I hereto (the
"Settlement Date").

                  5. Upon the delivery of a fully executed original hereof to
the Administrative Agent, as of the Settlement Date, (i) the Assignee shall be a
party to the Credit Agreement and, to the extent provided in this Assignment and
Assumption Agreement, have the rights and obligations of a Bank thereunder and
under the other Credit Documents and (ii) the Assignor shall, to the extent
provided in this Assignment and Assumption Agreement, relinquish its rights and
be released from its obligations under the Credit Agreement and the other Credit
Documents.

                  6. It is agreed that upon the effectiveness hereof, the
Assignee shall be entitled to (x) all interest on the Assigned Share of the A-1
Term Loans, A-2 Term Loans and/or Revolving Loans at the rates specified in Item
6 of Annex I and (y) all Commitment Fees (if applicable) on the Assigned Share
of the Total Revolving Loan Commitment at the rate specified in Item 7 of Annex
I, which, in each case, accrue on and after the Settlement Date, such interest
and, if applicable, Commitment Fee, to be paid by the Administrative Agent upon
receipt thereof from


------------------------

(1)   If the Assignee is a U.S. Bank organized under the laws of a
      jurisdiction outside the United States.


<PAGE>   22

                                                                       Exhibit G
                                                                          Page 3

the Borrower directly to the Assignee. It is further agreed that all payments of
principal made on the Assigned Share of the A-1 Term Loans, A-2 Term Loans
and/or Revolving Loans which occur on and after the Settlement Date will be paid
directly by the Administrative Agent to the Assignee. Upon the Settlement Date,
the Assignee shall pay to the Assignor an amount specified by the Assignor in
writing which represents the Assigned Share of the principal amount of the A-1
Term Loans, A-2 Term Loans and/or Revolving Loans which are outstanding on the
Settlement Date, net of any closing costs. The Assignor and the Assignee shall
make all appropriate adjustments in payments under the Credit Agreement for
periods prior to the Settlement Date directly between themselves.

                  7. THIS ASSIGNMENT AND ASSUMPTION AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



<PAGE>   23

                                                                       Exhibit G
                                                                          Page 4

                  IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Assumption Agreement to be executed by their respective officers
thereunto duly authorized, as of the date first above written, such execution
also being made on Annex I hereto.

                                                     [NAME OF ASSIGNOR],
                                                     as Assignor

                                                     By_________________________
                                                        Title:

                                                     [NAME OF ASSIGNEE],
                                                     as Assignee

                                                     By_________________________
                                                        Title:
Acknowledged and Agreed:

[THE CHASE MANHATTAN BANK,
   as Administrative Agent

By__________________________
  Title:


CERES GROUP, INC.


By____________________________
    Title:](2)


------------------------------

(2)   The consent of each of the Administrative Agent and, so long as no Default
      or Event of Default is then in existence, the Borrower is required in
      connection with any assignment to an Eligible Transferee pursuant to
      clause (y) of Section 11.04(b) of the Credit Agreement (which consent, in
      either case, shall not be unreasonably withheld or delayed).


<PAGE>   24

                                                                         ANNEX I
                                                                         -------



                  ANNEX TO ASSIGNMENT AND ASSUMPTION AGREEMENT
                  --------------------------------------------

1.       The Borrower:      Ceres Group, Inc. (the "Borrower")

2.       Name and Date of Credit Agreement:

         Credit Agreement, dated as of February 17, 1999, among the Borrower,
         the lenders from time to time party thereto (the "Banks") and THE CHASE
         MANHATTAN BANK, as Administrative Agent, as amended, restated, modified
         and/or supplemented from time to time.

3.       Date of Assignment Agreement:

4.       Amounts (as of date of item #3 above):

<TABLE>
<CAPTION>

           ======================= ==================== ======================== ============================
                                       Outstanding      Outstanding                 Total Revolving Loan
                                      Principal of      Principal of                     Commitment
                                     A-1 Term Loans     A-2 Term Loans
           ----------------------- -------------------- ------------------------ ----------------------------
         <S>                       <C>                 <C>                       <C>
           a.  Aggregate Amount    $___________         $_______                 $_______
               for all Banks
           ----------------------- -------------------- ------------------------ ----------------------------
           b.  Assigned Share      ____%                _____%                   ____%
           ----------------------- -------------------- ------------------------ ----------------------------
           c.  Amount of           $_____               $_______                 $_______
               Assigned Share
           ======================= ==================== ======================== ============================
</TABLE>

<TABLE>
<CAPTION>
<S>                                             <C>
5.       Settlement Date:

6.       Rate of Interest                            As set forth in Section 1.08 of the Credit Agreement
         to the Assignee:                            (unless otherwise agreed to by the Assignor and the
                                                     Assignee)(3)
</TABLE>

---------------------------------------
(3)   The Borrower and the Administrative Agent shall direct the entire amount
      of the interest to the Assignee at the rate set forth in Section 1.08 of
      the Credit Agreement, with the Assignor and the Assignee effecting any
      agreed upon sharing of interest through payments by the Assignee to the
      Assignor.

<PAGE>   25
                                                                         Annex I
                                                                          Page 2

<TABLE>
<CAPTION>
<S>                                             <C>
7.       Commitment Fees                             As set forth in Section 2.01(a) of the Credit
         to the Assignee:                            Agreement (unless otherwise agreed to by the Assignor and
                                                     the Assignee)(4)

8.       Notice:

                  ASSIGNEE:

                  -------------------------------

                  -------------------------------

                  -------------------------------

                  -------------------------------

                  Attention:
                  Telephone:
                  Facsimile:
                  Reference:

                  ASSIGNOR:

                  -------------------------------

                  -------------------------------

                  -------------------------------

                  -------------------------------

                  Attention:
                  Telephone:
                  Facsimile:
                  Reference:
</TABLE>


---------------------------------
(4)   Insert "Not Applicable" in lieu of text if no portion of the Total
      Revolving Loan Commitment is being assigned. Otherwise, the Borrower and
      the Administrative Agent shall direct the entire amount of the Commitment
      Fees to the Assignee at the rate set forth in Section 2.01(a) of the
      Credit Agreement, with the Assignor and the Assignee effecting any agreed
      upon sharing of the Commitment Fees through payment by the Assignee to the
      Assignor.

<PAGE>   26
                                                                         Annex I
                                                                          Page 3

9.       Payment Instructions:

                  ASSIGNEE:

                  -------------------------------

                  -------------------------------

                  -------------------------------

                  -------------------------------

                  Attention:
                  Reference:

                  ASSIGNOR:

                  -------------------------------

                  -------------------------------

                  -------------------------------

                  -------------------------------

                  Attention:
                  Reference:

Accepted and Agreed:

[NAME OF ASSIGNEE]                          [NAME OF ASSIGNOR]


By________________________          By__________________________

--------------------------          ----------------------------
(Print Name and Title)              (Print Name and Title)