Exhibit 10.43


Exhibit 10.43



FIRST AMENDMENT TO
PLEDGE AGREEMENT 



        This
First Amendment to Pledge Agreement (the “Amendment”) is made as of this
27th 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 “Pledge
Agreement”) dated July 20, 1999 in favor of the Pledgee with respect to 100% of the
issued and outstanding shares of the capital stock of Ascent Management, Inc.
(“AMI”) to secure, in part, all of the Pledgor’s obligations under that
certain Guaranty Agreement, dated as of June 26, 1997 (the “Guaranty”) between
Pledgor and Pledgee which covers (i) all obligations of AMI under that certain Installment
Note 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 “Credit
Agreement”) between AFI and the Pledgee; 



        WHEREAS,
contemporaneously herewith, AFI and the Pledgee are entering into that certain Eighth
Amendment to Credit Agreement (the “Eighth Amendment”) pursuant to which, among
other things, the Pledgee is agreeing to the release of funds in that certain Cash
Collateral Account (as defined in the Credit Agreement) to be applied, in substantial
part, 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 in
consideration of the Pledgee agreeing to the application of funds in the Cash Collateral
Account to the repayment of AMI’s obligations under the Note, the Pledgee is
requiring that the Pledged Collateral (as defined in the Pledge Agreement) continue to
secure the obligations of the Pledgor under the Guaranty; 



        WHEREAS,
the parties desire to amend the Pledge Agreement to provide for the continuation of the
grant of the security interest as security for the obligations of the Pledgor under the
Guaranty, 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 shall have the meaning
given 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 is
expressly 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 THE
PLEDGOR. The Pledgor hereby represents and warrants to the Pledgee that
(i) the warranties set forth in Section 2 of the Pledge 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 Pledgee has granted its consent; (ii) the Pledgor is on the date hereof in
compliance with all of the terms and provisions set forth in the Security Agreement as
hereby amended; and (iii) upon execution hereof no Pledgor Default has occurred and is
continuing or has not previously been waived. 



SECTION 5.    REAFFIRMATION OF
GRANT OF SECURITY INTEREST. The Pledgor expressly acknowledges and agrees
that all collateral, security interests, liens, and pledges heretofore, under this
Amendment, or hereafter granted to the Pledgee and all supplements thereto, extend to and
secure all of the obligations of the Pledgor to the Pledgee, now existing or hereafter
arising, 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 reasonable
attorneys’ fees and out-of-pocket costs of the Pledgee in connection with this
Amendment 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 full
force and effect.



SECTION 8.    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.





[SIGNATURE PAGE FOLLOWS] 









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


	 	ASCENT ASSURANCET, INC. 
	 	By: /Patrick J. Mitchell/
	 	Name: Patrick J. Mitchell
	 	Title: CEO
	 
	 
	 	LASALLE BANK NATIONAL ASSOCIATION 
	 	By: /Bradley Kronland/
	 	Name: Bradley Kronland   
	 	Title: Assistant Vice President