SIXTH AMENDMENT TO GUARANTY AGREEMENT

                     AND WAIVER OF CERTAIN EVENTS OF DEFAULT

                             UNDER CREDIT AGREEMENT

     This Sixth Amendment to Guaranty  Agreement and Waiver of Certain Events of
Default under Credit Agreement (the  "Amendment") is made as of this 17th day of
April, 2001 by and among ASCENT ASSURANCE,  INC. (the "Guarantor"),  and LASALLE
BANK NATIONAL ASSOCIATION (the "Bank").

                               W I T N E S S E T H

     WHEREAS, the Guarantor delivered a Guaranty Agreement in favor of the Bank,
dated as of June 6, 1997, as amended by that certain First Amendment to Guaranty
Agreement, dated as of March 24, 1999, as further amended by that certain Second
Amendment to Guaranty  Agreement,  dated as of July 21, 1999, as further amended
by that certain  Third  Amendment to Guaranty  Agreement,  dated as of April 17,
2000, as further amended by that certain Fourth Amendment to Guaranty  Agreement
dated as of August 10, 2000, as further  amended by that certain Fifth Amendment
to Guaranty  Agreement  made as of November  30,  2000,  to be  effective  as of
September 30, 2000 (collectively, the "Guaranty Agreement");

     WHEREAS,  the  Guarantor  delivered  the Guaranty  pursuant to that certain
Credit  Agreement,  dated  as of June  6,  1997  between  Ascent  Funding,  Inc.
(formerly Westbridge Funding Corporation) and the Bank (the "Credit Agreement");

     WHEREAS,  simultaneously  with the execution hereof,  the Guarantor will be
entering into a Credit Agreement (the "CSFB  Financing") dated of even date with
Credit Suisse First Boston  Management  Corporation  ("CSFB") and, in connection
therewith,  will be  pledging  shares of stock of  certain  subsidiaries  of the
Guarantor which requires the consent of the Bank; and

     WHEREAS,  the Bank is willing to provide its consent thereto and to further
amend the Guaranty  Agreement and waive certain covenant  defaults and events of
default  under the  Guaranty  and  Credit  Agreement,  subject  to the terms and
conditions contained 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 shall have the
meaning given to them in the Guaranty.



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        SECTION 2. WAIVER OF CERTAIN COVENANT DEFAULTS UNDER GUARANTY AND
                    EVENTS OF DEFAULT UNDER CREDIT AGREEMENT.

     2.1  As of  December  31,  2000 the  Guarantor  is in Default  of  Negative
          Covenants  Section  6.3  Minimum  Consolidated  GAAP Net  Worth of the
          Guaranty.  Such covenant  default under the Guaranty,  unless  waived,
          constitutes  an Event of Default  under  Section  8.1(e) of the Credit
          Agreement.  The Bank hereby waives (i) such default under the Guaranty
          and (ii) such  Event of  Default  under the  Credit  Agreement  or the
          Installment Note, dated July 21, 1999 from Ascent Management,  Inc. in
          favor of the Bank and any and all  documents  executed  in  connection
          therewith  (collectively,  the "AMI Agreements");  provided,  however,
          that such waiver shall not  constitute a future  waiver of any Default
          or Event of Default  under the Guaranty or under such Event of Default
          section of the Credit  Agreement or the AMI Agreements or of any other
          covenant  under  the  Guaranty,   the  Credit  Agreement  or  the  AMI
          Agreements.

     2.2  In connection  with the CSFB  Financing,  the  Guarantor  requires the
          consent   of  the   Bank  to  the   pledge   by  the   Guarantor   and
          NationalCare(R)Marketing,   Inc.  of  the  stock,  certain  membership
          interests  and  other  similar   interests  in  Foundation   Financial
          Services,  Inc., Westbridge Printing Services,  Inc., Pacific Casualty
          Company,  Inc.,  LifeStyles  Marketing Group, Inc.,  Precision Dialing
          Services, Inc. and Senior Benefits,  L.L.C. or any other Subsidiary of
          the Guarantor.  The Bank hereby provides its consent to such pledge in
          accordance with Section 6.2 of the Guaranty,  subject to the terms and
          conditions of this Amendment; provided, however,

          that such consent shall not  constitute any future consent of the Bank
          under the Guaranty,  the Credit  Agreement or the AMI Agreements where
          written consent of the Bank is required in writing.

                  SECTION 3. AMENDMENTS TO GUARANTY AGREEMENT.

     3.1  Section  6.3 of  the  Guaranty  is  hereby  amended  by  deleting  the
          reference   to   "$45,000,0000" contained   therein  and   inserting
          $31,000,000 in its stead.

     3.2  Schedule  6.8 of the  Guaranty  is  hereby  amended  by  deleting  the
          reference to "5.0" Minimum Statutory Surplus Requirement corresponding
          to FLICA and inserting "$7.5" in its stead.

                        SECTION 4. CONDITIONS PRECEDENT.

     The   effectiveness  of  this  Amendment  is  expressly   conditioned  upon
satisfaction of the following conditions precedent:

     4.1  The Bank shall have received copies of this Amendment duly executed by
          the Guarantor.

     4.2  The Bank shall have received copies of the Fourth  Amendment to Credit
          Agreement, duly executed by Ascent Funding, Inc.

     4.3  The Bank shall  have  received a Side  Agreement  with  respect to the
          contribution  by the Guarantor of proceeds from the CSFB  Financing in
          an amount not less than $11,000,0000 to Freedom Life Insurance Company
          of America ("FLICA") duly executed by the Guarantor and CSFB, together
          with  evidence  satisfactory  to the  Bank in its  sole  and  absolute
          discretion that CSFB has loaned an amount not less than $11,000,000 to
          the Guarantor and the  Guarantor  has  contributed  an amount not less
          than $11,000,000 to FLICA.

     4.4  The Bank shall have received a Subordination Agreement,  duly executed
          by CSFB.

     4.5  The Bank shall have  received a $25,000  waiver and  amendment fee due
          and payable and deemed fully earned on the date hereof.

     4.6  The Bank shall have received copies of all loan and related  documents
          in connection  with the CSFB Financing in form and content  acceptable
          to the Bank in its reasonable sole discretion.

     4.7  The Bank acknowledges  satisfaction of each of the foregoing, and this
          Amendment shall be effective upon receipt by FLICA of the $11,000,000.

                   SECTION 5. REAFFIRMATION OF THE GUARANTOR.

     The Guarantor hereby ratifies and reaffirms that certain Guaranty Agreement
and each of the terms  and  provisions  contained  therein,  including,  without
limitation,  Section  7.2  thereof,  and  agrees  that  the  Guaranty  Agreement
continues in full force and effect  following the execution and delivery of this
Amendment.  The Guarantor  represents and warrants to the Bank that the Guaranty
Agreement was, on the date of the execution and delivery thereof,  and continues
to be,  the  valid  and  binding  obligation  of the  Guarantor  enforceable  in
accordance  with its terms and that the  Guarantor  has no claims or defenses to
the  enforcement  of the rights  and  remedies  of the Bank  under the  Guaranty
Agreement.

                            SECTION 6. 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 ASSURANCE, INC.

                                             By: /s/Patrick J. Mitchell
                                             Name: Patrick J. Mitchell
                                             Title: President and CEO

                                             LASALLE BANK NATIONAL ASSOCIATION

                                             By: /s/Linda Whittaker
                                             Name: Linda Whittaker
                                             Title: Assistant Vice President



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                    ACKNOWLEDGMENT AND AGREEMENT OF BORROWER

         The undersigned, ASCENT FUNDING, INC. hereby represents and warrants to
the Bank that (i) the warranties set forth in Article 5 of the Credit  Agreement
are true and correct on and as of the date hereof, except to the 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 its  consent;  (ii) the
Borrower is on the date hereof in compliance  with all the terms and  provisions
set forth in the Credit  Agreement;  and (iii) upon execution hereof no Event of
Default has occurred and is continuing or has not  previously or  simultaneously
with the execution hereof been waived.

         IN WITNESS WHEREOF,  this  Acknowledgment and Agreement of Borrower has
been duly authorized as of this 17th day of April, 2001.

                                                  ASCENT FUNDING, INC.

                                                  By: /s/Patrick J. Mitchell
                                                  Name: Patrick J. Mitchell
                                                  Title: President & CEO