Exhibit 10.7


                           TENTH AMENDMENT AND WAIVER
                                       TO
                     REVOLVING CREDIT AND SECURITY AGREEMENT




                  TENTH AMENDMENT AND WAIVER (the "Amendment")  dated as of June
30, 1996 to Revolving Credit and Security Agreement dated as of May 13, 1994 (as
amended  and  waived  to  the  date  hereof  and  as  may  be  further  amended,
supplemented, modified or waived from time to time, the "Loan Agreement") by and
among ALLSTATE FINANCIAL CORPORATION,  a corporation organized under the laws of
the  Commonwealth  of Virginia  ("Borrower"),  IBJ SCHRODER BANK & TRUST COMPANY
("IBJS"),  the other lenders party to the Loan Agreement  (IBJS, and each of the
other lenders  which may now or in the future be a party to the Loan  Agreement,
the "Lenders") and IBJS, as agent for the Lenders (IBJS,  in such capacity,  the
"Agent")

                                   BACKGROUND


                  Borrower has  requested  that Agent and Lenders  waive certain
provisions of the Loan Agreement and the Agent and the Lenders are willing to do
so on the terms and conditions hereafter set forth.

                  NOW,  THEREFORE,  in  consideration  of any loan or advance or
grant of credit  heretofore or hereafter  made to or for the account of Borrower
by  Lenders,  and for other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

                  1.  DEFINITIONS.  All capitalized  terms not otherwise defined
herein shall have the meanings given to them in the Loan Agreement.

                  2. AMENDMENTS TO THE LOAN  AGREEMENT.  Subject to satisfaction
of the conditions  precedent set forth in Section 5 below, the Loan Agreement is
hereby amended as follows:

                           (i)  Subsection  (a) of  Section  7.19  of  the  Loan
                  Agreement is hereby  deleted in its entirety and the following
                  new subsection "(a)" is inserted to read as follows:

                           "(a)(i)  On the  last  day  of  each  Fiscal  Quarter
                  commencing  with the Fiscal  Quarter  ended June 30,  1994 and
                  ending with the Fiscal  Quarter ended June 30, 1996, the ratio
                  of (A)  EBIT to (B)  interest  expense  (other  than  interest
                  expense  in respect of the  Convertible,  Senior  Subordinated
                  Notes) for the four Fiscal  Quarters  then ended (taken as one
                  accounting period) shall not be less than 3:1;



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                           (ii)  On  the  last  day  of  each   Fiscal   Quarter
                  commencing  with the Fiscal Quarter ended  September 30, 1996,
                  the ratio of (A) EBIT to (B) interest  expense (other interest
                  expense  in respect of the  Convertible,  Senior  Subordinated
                  Notes) for (w) the Fiscal  Quarter  ended  September 30, 1996,
                  (x) the two Fiscal  Quarters ended December 31, 1996 (taken as
                  one accounting  period),  (y) the three Fiscal  Quarters ended
                  march 31,  1997 (taken as one  accounting  period) and (z) the
                  Four Fiscal Quarters (taken as one accounting period) ended on
                  the last day of each Fiscal Quarter commencing with the Fiscal
                  Quarter ended June 30, 1997, shall not be less than 3:1;

                           (iii)  On  the  last  day  of  each  Fiscal   Quarter
                  commencing  with the Fiscal  Quarter ended  September 30, 1995
                  and ending with the Fiscal  Quarter  ended June 30, 1996,  the
                  ratio of (A) EBIT to (B) total  interest  expense for the four
                  Fiscal  Quarters then ended (taken as one  accounting  period)
                  shall not be less than 2:1; and

                           (iv)  On  the  last  day  of  each   Fiscal   Quarter
                  commencing  with the Fiscal Quarter ended  September 30, 1996,
                  the ratio of (A) EBIT to (B) total  interest  expense  for (w)
                  the Fiscal  Quarter  ended  September  30,  1996,  (x) the two
                  Fiscal   Quarters  ended  December  31,  1996  (taken  as  one
                  accounting period),  (y) the three Fiscal Quarters ended March
                  31,  1997  (taken as one  accounting  period) and (z) the four
                  Fiscal Quarters (taken as one accounting  period) ended on the
                  last day of each  Fiscal  Quarter  commencing  with the Fiscal
                  Quarter ended June 30, 1997, shall not be less than 2:1,

                  provided  that,  in the case of preceding  clauses (i),  (ii),
                  (iii)  and  (iv),  as  applicable,  in the event the Base Rate
                  exceeds  8 1/2% per  annum  for any  period  of  determination
                  hereunder  then the  applicable  ratio  shall be  reduced by a
                  percentage  equal to the  percentage  by which  the Base  Rate
                  exceeds 8 1/2% per annum;  provided further,  that in no event
                  shall the applicable ratio be reduced below 1.75:1."

                           (b)  Subsection  (c) of  Section  7.19  of  the  Loan
                  Agreement is hereby amended by inserting the following proviso
                  immediately before the period appearing at the end thereof:

                           "provided   further   that,    notwithstanding    the
                           foregoing,  commencing  on June 30, 1996,  and on the
                           last day of each Fiscal Quarter  thereafter,  the sum
                           of (i)  Tangible  Net  Worth  and (ii) the  aggregate
                           principal amount of Convertible,  Senior Subordinated
                           Notes  then   outstanding   shall   equal  or  exceed
                           $26,700,000".

                  3.  WAIVER OF SECTION  7.19 (A)(I) AND  (A)(III)  FOR THE FOUR
QUARTERS  ENDED  JUNE  30,  1996.  Subject  to  satisfaction  of the  conditions
precedent set forth in Section 5 below,  the Agent and the Lenders  hereby waive
compliance by the Borrower with Section


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<PAGE>



                  7.19(a)(i)  and (a)(iii) of the Loan  Agreement  (after giving
effect to Section 2 of this  Amendment)  for the four Fiscal  Quarters  ended on
June 30, 1996.

                  4. WAIVER OF SPECIFIED DEFAULTS AND EVENTS OF DEFAULT. Subject
to  satisfaction  of the conditions set forth in Section 5 below,  the Agent and
the Lenders  hereby waive any and all Defaults or Events of Default  which would
exist  (and any and all  rights and  remedies  which may exist as a  consequence
thereof) absent this Amendment.

                  5.  CONDITIONS OF  EFFECTIVENESS.  This Amendment shall become
effective as of the date first above written (the  "Amendment  Effective  Date")
upon receipt by the Agent of this  Amendment  duly  executed by Borrower and the
Required Lenders and consented to by each of the Guarantors.

                  6. REPRESENTATIONS AND WARRANTIES.  Borrower hereby represents
and warrants as of the Amendment Effective Date as follows:

                           (a) This Amendment and the Loan Agreement, as amended
                  and waived  hereby  constitute  the legal,  valid and  binding
                  obligations of Borrower and are enforceable  against  Borrower
                  in accordance with their respective terms.

                           (b) After giving effect to this  Amendment,  Borrower
                  hereby reaffirms all covenants, representations and warranties
                  made in the Loan Agreement and agrees that all such covenants,
                  representations  and  warranties  shall be deemed to have been
                  remade as of the Amendment Effective Date (after giving effect
                  to this Amendment).

                           (c) No Event of Default or Default has  occurred  and
                  is  continuing  or would exist,  in either case,  after giving
                  effect to this Amendment.

                           (d) Borrower  has no defense,  counterclaim or offset
                  to the Obligations.

                  7.    EFFECT ON THE LOAN AGREEMENT AND THE SECURITY AGREEMENT.

                  (a) Upon the effectiveness of SECTIONS 2, 3 AND 4 hereof, each
reference in the Loan  Agreement  to "this  Agreement,"  "hereunder,"  "hereof,"
"herein"  or words of like  import  shall  mean and be a  reference  to the Loan
Agreement as waived hereby.

                  (b) Except as specifically amended and waived herein, the Loan
Agreement and all other  documents,  instruments and agreements  executed and/or
delivered in connection  therewith,  shall remain in full force and effect,  and
are hereby ratified and confirmed.

                  (c)  Except as  expressly  set forth  herein,  the  execution,
delivery and  effectiveness  of this Amendment shall not operate as an amendment
or waiver of any right, power or remedy of Agent and Lenders,  nor constitute an
amendment or waiver of any


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<PAGE>



provision  of  the  Loan  Agreement  or  any  other  documents,  instruments  or
agreements executed and/or delivered under or in connection therewith.

                  8.  GOVERNING  LAW. This  Amendment  shall be binding upon and
inure to the benefit of the parties hereto and their  respective  successors and
assigns and shall be governed by and  construed in  accordance  with the laws of
the State of New York.

                  9. HEADINGS.  Section  headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.

                  10. COUNTERPARTS;  TELECOPY SIGNATURES.  This Amendment may be
executed by the parties hereto in one or more counterparts,  each of which taken
together  shall  be  deemed  to  constitute  one and the  same  instrument.  Any
signature  delivered by a party by facsimile  transmission shall be deemed to be
an original signature hereto.

                  IN  WITNESS  WHEREOF,   the  parties  hereto,  by  their  duly
authorized  officers,  have executed this Amendment as of the day and year first
above written.

                                      IBJ SCHRODER BANK & TRUST COMPANY
                                      as Agent and Lender


                                      By:_______________________
                                         Name:
                                         Title:

                                      NATIONAL CANADA FINANCE CORP., a Lender


                                      By:_______________________
                                         Name:
                                         Title:


                                      By:_______________________
                                         Name:
                                         Title:


                                      ALLSTATE FINANCIAL CORPORATION


                                      By: ___________________________
                                          Name:         Craig Fishman
                                          Title:        President

                       [SIGNATURES CONTINUED ON NEXT PAGE]


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<PAGE>


CONSENTED AND AGREED TO:

LIFETIME OPTIONS, INC., A
VIATICAL SETTLEMENT COMPANY


By: ___________________________
    Name:         Craig Fishman
    Title:        President

PREMIUM SALES NORTHEAST, INC.               AFC HOLDING CORPORATION


By: ___________________________             By:______________________________
    Name:         Craig Fishman                    Name: Craig Fishman
    Title:        Senior Vice President            Title: Senior Vice President

RECEIVABLE FINANCING CORPORATION


By: ___________________________
    Name:         Craig Fishman
    Title:        Senior Vice President

BUSINESS FUNDING OF FLORIDA, INC.


By: ___________________________
    Name:         Craig Fishman
    Title:        Senior Vice President

BUSINESS FUNDING OF AMERICA, INC.


By: ___________________________
    Name:         Craig Fishman
    Title:        Senior Vice President

SETTLEMENT SOLUTIONS, INC.


By:______________________________
   Name:          Craig Fishman
   Title:         Senior Vice President




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