SECOND AMENDMENT TO
                           THIRD AMENDED AND RESTATED
                         RECEIVABLES PURCHASE AGREEMENT 


     This Second  Amendment to Third  Amended and Restated  Receivables Purchase
Agreement, dated as of  August 1, 1996, is by and between  DESIGN BENEFIT PLANS,
INC., an Illinois corporation (the "Seller"),  and NATIONAL FUNDING CORPORATION,
a Delaware corporation (the "Buyer").

                              W I T N E S S E T H:

     WHEREAS, the Seller and the Buyer entered into a Third Amended and Restated
Receivables Purchase  Agreement, dated as of  November 1, 1995, as  amended by a
First Amendment  to Third Amended  and Restated Receivables  Purchase Agreement,
dated as of April 15, 1996 (the "Purchase Agreement"); and

     WHEREAS, the Seller has requested that the Purchase Agreement be amended as
provided herein; 

     NOW,  THEREFORE, in  consideration  of  the  premises  and  of  the  mutual
covenants contained herein, the parties hereto agree as follows:

1.   AMENDMENT.

     1.1  Section 5.2(f) of  the Purchase  Agreement is hereby  deleted and  the
following is inserted in its stead:

          "(f)  ADVANCE  RATE.   The Seller will  not increase its  advance
     rate with respect to Receivables (i) to an amount in excess of  80% of
     the annualized first-year commissions at the point  of policy issuance
     with respect to any CNL Managing General Agent or any agent of any CNL
     Managing General  Agent, (ii) to  an amount in  excess of 100%  of the
     annualized first-year commissions at the point of policy issuance with
     respect to Markman and any agent  of Pioneer Life assigned to Markman,
     or (iii)  to an amount in  excess of 75% of  the annualized first-year
     commissions  at the  point of  sale, less  a holdback  of 15%  (not to
     exceed  $2,000 per  policy) for  chargebacks, for  Persons  other than
     those referred to in clauses (i)  and (ii) of this subsection, and the
     Seller will not make any advances against  renewal commissions without
     the consent  of the Buyer.  The Seller will not make any advances with
     respect  to Receivables  prior to  the point  of submission  of policy
     application  or the point of policy issuance, as applicable, except as
     set forth in this subsection 5.2(f)."

     1.2  Section 7.1(v) of  the Purchase  Agreement is hereby  deleted and  the
following is inserted in its stead:

          "(v) any Subsidiary  Insurance  Company (other  than  Continental
     Life  and Accident Company) shall fail for any quarterly fiscal period
     to earn  profits as calculated in accordance with Statutory Accounting
     Practices required or permitted by the applicable insurance regulatory
     authority;  provided,  however,  that  this  condition  shall  not  be
     breached  unless at such time such  Subsidiary Insurance Company shall
     have  failed to  earn  profits  for  the  prior  twelve  month  period
     (including such fiscal period)."

2.   MISCELLANEOUS.

     2.1  GOVERNING LAW.   THIS AGREEMENT SHALL BE GOVERNED  BY AND CONSTRUED IN
ACCORDANCE  WITH THE  DOMESTIC LAWS  OF THE  STATE  OF ILLINOIS,  WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE
STATE OF ILLINOIS OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF ILLINOIS.

     2.2  COUNTERPARTS.   This Agreement and the Consents attached hereto may be
executed in  any number  of counterparts  and  by different  parties hereto  and
thereto in separate counterparts, each of which when so executed shall be deemed
to  be an original, and all of which taken together shall constitute one and the
same agreement.

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

                                   DESIGN BENEFIT PLANS, as Seller



                                   By:_________________________________________
                                   Title:______________________________________

                                   NATIONAL FUNDING CORPORATION, as Buyer



                                   By:_________________________________________
                                   Title:______________________________________

CONSENT OF L/C BANK


     The  undersigned,  AMERICAN NATIONAL  BANK  AND TRUST  COMPANY  OF CHICAGO,
hereby consents and agrees to the execution and delivery of the foregoing Second
Amendment to Third Amended and Restated Receivables Purchase Agreement.


Dated as of August 1, 1996

                                   AMERICAN NATIONAL  BANK AND TRUST  COMPANY OF
                                   CHICAGO



                                   By:_________________________________________
                                   Title:   Vice President


                           CONSENT OF L/C PARTICIPANTS

     The undersigned, LASALLE  NATIONAL BANK and  FIRSTAR BANK MILWAUKEE,  N.A.,
hereby consent and  agree to the execution and delivery  of the foregoing Second
Amendment to Third Amended and Restated Receivables Purchase Agreement.


Dated as of August 1, 1996


                                   LASALLE NATIONAL BANK



                                   By:_________________________________________
                                   Title:______________________________________

                                   FIRSTAR BANK MILWAUKEE, N.A.



                                   By:_________________________________________
                                   Title:______________________________________