AMENDMENT NO. 2

                                       TO

          AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT


         THIS AMENDMENT NO. 2 ("Amendment")  is entered into as of September __,
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,  supplemented  or  otherwise  modified  from  time to time,  the  "Loan
Agreement")  pursuant to which Agent and Lenders  provide  Borrower with certain
financial accommodations.

         In connection  with the issuance by Borrower of certain 10% Convertible
Subordinated Notes,  Borrower and Lender have agreed to amend the Loan Agreement
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 1.2 is amended by inserting the following  defined terms in the
appropriate alphabetical order.

     "Average  Assets" shall mean all property of Borrower and its  Subsidiaries
averaged over the period of five consecutive  Fiscal Quarters ending on the date
of such fifth prior quarter.

     "Gross  Non-Earning  Assets"  shall mean (a) gross finance  receivables  on
which  Borrower  stops  or  should  stop  accruing  earned  discounts,   whether
classified as such , as "other  receivables" or "other assets",  or in any other
manner;  and (b) amounts  receivable by Borrower  where the source of payment is
expected  to be  derived  from legal  proceedings  or other  collection  efforts
instituted  against  a  client's  customer,  guarantors  and/or  third  parties,
regardless of how classified. Gross Non-Earning Assets excludes goodwill and any
investment  by Borrower or its  Subsidiaries  in the equity of an entity  (other
than a present or future Subsidiary or Affiliate of the Borrower) which Borrower
or its  Subsidiaries  may acquire  subsequent to September 14, 1998, even to the
extent not performing to its stated expectation.


     "Net Non-Earning  Assets" means Gross Non-Earning Assets less allowance for
credit losses (which shall include any reserve,  whether allocated to a specific
asset or generally).

     (b) Section 7.19 is amended by inserting the following provision at the end
thereof:

     "(e) on the last day of each Fiscal  Quarter the  percentage  arrived at by
dividing  Net  Non-Earning  Assets by Average  Assets shall not be more than the
following percent during each of the following periods:

                     Period                                        Percentage

October 1, 1998 through March 31, 1999                                19.5

April 1, 1998 through September 30, 1999                              14.5

October 1, 1999 through September 30, 2000                            11.5

October 1, 2000 and thereafter                                        7.5"


     3. Conditions of Effectiveness.  This Amendment shall become effective upon
satisfaction of the following  conditions  precedent:  Agent shall have received
four (4) copies of this Amendment  executed by Borrower and Required Lenders and
consented and agreed to by each of the Guarantors.

     4. 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.

     5. 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 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.

     6.  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.

     7. 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.

     8.  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:
                  Title:


             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:
      Title


                       [SIGNATURES CONTINUED ON NEXT PAGE]

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PREMIUM SALES NORTHEAST, INC.


By:
      Name:
      Title


RECEIVABLE FINANCING CORPORATION


By:
      Name:
      Title


BUSINESS FUNDING OF FLORIDA, INC.


By:
      Name:
      Title


BUSINESS FUNDING OF AMERICA, INC.


By:
      Name:
      Title


SETTLEMENT SOLUTIONS, INC.


By:
      Name:
      Title


AFC HOLDING CORPORATION


By:
      Name:
      Title

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