WAIVER AND AMENDMENT NO. 3

                                       TO

          AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT


         THIS WAIVER AND  AMENDMENT  NO. 3  ("Amendment")  is entered into as of
November 13, 1998, by and among ALLSTATE  FINANCIAL  CORPORATION,  a corporation
organized  under the laws of the  Commonwealth  of  Virginia  ("Borrower"),  the
undersigned financial institutions  (collectively the "Lenders" and individually
a "Lender") and IBJ SCHRODER  BUSINESS  CREDIT  CORPORATION  as successor to IBJ
Schroder Bank & Trust Company ("IBJS"),  as agent for the Lenders (IBJS, in such
capacity, the "Agent).


                                   BACKGROUND


         Borrower,  Agent and Lenders  are  parties to an Amended  and  Restated
Revolving  Credit  Loan and  Security  Agreement  dated as of May 17,  1997,  as
amended by Waiver and  Amendment No. 1 dated as of August 12, 1998 and Amendment
No. 2 dated as of  September,  1998 (as amended  and as may be further  amended,
supplemented  or otherwise  modified  from time to time,  the "Loan  Agreement")
pursuant to which Agent and Lenders  provide  Borrower  with  certain  financial
accommodations.

         Borrower has requested  that Agent and Lenders waive certain  Events of
Default and amend certain financial  covenants and Agent and 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 Agent
and  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. Amendment to Loan  Agreement.  Subject to satisfaction of the conditions
precedent set forth in Section 4 below,  the Loan Agreement is hereby amended as
follows:

     (a) Section 7.19(c) of the Loan Agreement is hereby amended in its entirety
to provide as follows:

     "(c)  (1) The  sum of (i)  Tangible  Net  Worth  plus  (ii)  the  aggregate
principal amount of Convertible,  Senior  Subordinated  Notes  outstanding shall
equal or exceed  $25,200,000  on June 30,  1998,  and (2) on the last day of any
Fiscal  Quarter  thereafter,  the sum of (i)  Tangible  Net Worth  plus (ii) the
aggregate  principal  amount of  Convertible,  Senior  Subordinated  Notes  then
outstanding  shall  equal or exceed the sum of (x)  $22,000,000  and (y) $10,000
times the number of Fiscal  Quarters  elapsed from September 30, 1998 to the end
of such Fiscal Quarter."


     (b) The Loan Agreement is hereby amended by inserting a new Section 7.20 to
read in its entirety as follows:


     "7.20. Undrawn Availability.  At any time permit Undrawn Availability to be
less than $2,000,000."


     3. Waiver. Subject to satisfaction of the conditions precedent set forth in
Section 4 below, Lender hereby waives the following Events of Default which have
occurred as a result of Borrower's  non-compliance with the following provisions
of the Loan Agreement on or prior to September 30, 1998:

     (a) Section  7.19, to the extent that such Event of Default arose solely as
a result of  Borrower's  failure to comply with clauses (a) - (c) thereof at and
for the four Fiscal Quarters ended September 30, 1998.

     (b) Section 7.19(d),  to the extent that such Event of Default arose solely
as a result of  Borrower's  failure to comply  with  subsection  (A)  thereof at
September 30, 1998.


     4. Conditions of Effectiveness.  This Amendment shall become effective upon
satisfaction of the following  conditions  precedent:  Agent shall have received
(i) four (4) copies of this Amendment  executed by Borrower and Required Lenders
and consented and agreed to by each of the Guarantors, and (ii) an amendment fee
of  $15,000 for the ratable  benefit of Lenders (such fee may be charged to
Borrower's account).

     5. Representations and Warranties.  Borrower hereby represents and warrants
as follows:

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

     (b) After given effect to this  Amendment,  Borrower  hereby  reaffirms all
covenants,  representations  and  warranties  made in the Loan  Agreement to the
extent  the same are not  amended  hereby  and  agree  that all such  covenants,
representations  and  warranties  shall be deemed to have been  remade as of the
effective date of this Amendment.

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

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

     6. Effect on the Loan Agreement.

     (a) Upon the effectiveness of Section 2 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 amended hereby.

     (b) Except as  specifically  amended 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) The execution,  delivery and effectiveness of this Amendment shall not,
except as  expressly  provided  in Section 3,  operate as a waiver of any right,
power or remedy of Lender,  nor constitute a waiver of any provision of the Loan
Agreement,  or any other  documents,  instruments or agreements  executed and/or
delivered under or in connection therewith.

     7.  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.

     8. 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.

     9.  Counterparts.  This  Amendment may be executed by the parties hereto in
one or more  counterparts,  each of which shall be deemed an original and all of
which when taken together shall constitute one and the same agreement.



<PAGE>




         IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first written above.


        ALLSTATE FINANCIAL CORPORATION

        By:_______________________________
             Name:  David W. Campbell
             Title:    Chairman-CEO


        IBJ SCHRODER BUSINESS CREDIT CORPORATION, as Agent and Lender

        By:_______________________________
             Name:
             Title:


        NATIONAL CANADA FINANCE CORP., as Lender

        By:_______________________________
             Name:
             Title:


        By:_______________________________
             Name:
              Title:



CONSENTED AND AGREED TO:

LIFETIME OPTIONS, INC., A
VIATICAL SETTLEMENT COMPANY


By:
      Name:   David W. Campbell
      Title      Chairman-CEO


                       [SIGNATURES CONTINUED ON NEXT PAGE]



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PREMIUM SALES NORTHEAST, INC.


By:
      Name:  David W. Campbell
      Title     Chairman-CEO


RECEIVABLE FINANCING CORPORATION


By:
      Name:   David W. Campbell
      Title      Chairman-CEO


BUSINESS FUNDING OF FLORIDA, INC.


By:
      Name:    David W. Campbell
      Title       Chairman-CEO


BUSINESS FUNDING OF AMERICA, INC.


By:
      Name:  David W. Campbell
      Title     Chairman-CEO


SETTLEMENT SOLUTIONS, INC.


By:
      Name:   David W. Campbell
      Title      Chairman-CEO


AFC HOLDING CORPORATION


By:
      Name:   David W. Campbell
      Title      Chairman-CEO



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