Exhibit 10.45


Exhibit 10.45



Second Amendment and
Consent to Guaranty and Security Agreement 



This Second Amendment and Consent to
Guaranty and Security Agreement (the “Second Amendment”) is made as of this
28th day of October, 2004 by and among Foundation Financial Services, Inc.,
NationalCare® Marketing, Inc., Lifestyles Marketing Group, Inc., Precision Dialing
Services, Inc., Senior Benefits LLC and Westbridge Printing Services, Inc.
(“WPS”) each as a “Grantor” and Credit Suisse First Boston LLC
(formerly known as Credit Suisse First Boston Management Corporation) as “Secured
Party”. 




WITNESSETH 



WHEREAS, the Grantors and the Secured
Party are parties to the Guaranty and Security Agreement dated as of April 17, 2001 (the
“Guaranty Agreement”); 



WHEREAS, Ascent Assurance, Inc. (the
“Borrower”) and Secured Party are parties to that certain credit agreement dated
as of April 17, 2001 (the “Credit Agreement”); 



WHEREAS, the Borrower desires to sell
100% of the capital stock of WPS; 



NOW THEREFORE, for good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the Grantors and
Secured Party hereby agree as follows: 



Section 1. Amendments. Upon
satisfaction of the conditions set forth in Section 2 of this Second Amendment, effective
as of the date hereof, the Guaranty Agreement shall be amended as follows: 



WPS is eliminated from the definition
of Grantor in the first paragraph of the Guaranty Agreement and all of its obligations as
a Grantor under the Guaranty Agreement are terminated. 



Section 2. Conditions. The
effectiveness of this Second Amendment is expressly conditioned upon receipt by Secured
Party of one or more copies of this Second Amendment executed by the Grantors. 



Section 3. Ratification.
Except as modified above, all other terms and provisions of the Guaranty Agreement, and
any other related agreements shall continue in full force and effect and are hereby
ratified and confirmed by each of the Grantors and the Secured Party. This Second
Amendment amends and shall be in addition to any previous amendments to the Guaranty
Agreement executed by Secured Party. 



Section 5. Binding Effect.
This Second Amendment shall be binding upon each of the Grantors and its successors and
assigns and inure to the benefit of Secured Party and its successors and assigns. 



Section 6. Entire Agreement.
This Second Amendment contains the entire agreement between the parties relating to the
subject matter hereof and supercedes all oral statements and prior writings with respect
thereto. 



Section 7. Counterparts. This
Second Amendment may be executed in multiple counterparts, all of which taken together
shall constitute one instrument. 



Section 8. Governing Law. THIS
SECOND AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF THE LAWS PRINCIPLES
THEREOF. 



IN WITNESS THEREOF, the parties
hereto have caused this Second Amendment to be duly executed and delivered as of the day
and year first above written. 






GRANTORS: 


FOUNDATION FINANCIAL SERVICES, INC.




By /Benjamin M. Cutler/
Name:
Benjamin M. Cutler
Title: President 


NATIONALCARE®MARKETING, INC.



By /Cynthia B. Koenig/ 
Name:
Cynthia B. Koenig 
Title: SVP & Treasurer 


LIFESTYLES MARKETING GROUP, INC.




By /Benjamin M. Cutler/
Name:
Benjamin M. Cutler
Title: President 


PRECISION DIALING SERVICES, INC.



By /Cynthia B. Koenig/ 
Name:
Cynthia B. Koenig 
Title: SVP, Treasurer 


SENIOR BENEFITS, LLC




By /Benjamin M. Cutler/
Name:
Benjamin M. Cutler 
Title: President and
Chief Executive Officer 


WESTBRIDGE PRINTING SERVICES, INC.




By /Cynthia B. Koenig/
Name:
Cynthia B. Koenig 
Title: Chief Financial
Officer 




SECURED PARTY: 


CREDIT SUISSE FIRST BOSTON MANAGEMENT LLC




By /Alan Freudenstein/ 
Name: Alan Freudenstein
Title:
President