Exhibit 10(u)



                                                                       Execution
                                                                            Copy



                                                                                
                                  
                                                                                
                                  



                                CREDIT AGREEMENT

                           Dated as of August 30, 1995


                                     between


                        PIONEER FINANCIAL SERVICES, INC.


                                       and


                        AMERICAN NATIONAL BANK AND TRUST
                               COMPANY OF CHICAGO,

                          FIRSTAR BANK MILWAUKEE, N.A.,

                             BANK ONE, ROCKFORD, NA

                                       and

                              LASALLE NATIONAL BANK

                         (Term Loan B Credit Agreement)

                                                                                
                                  
                                                                                
                                  


                                TABLE OF CONTENTS
                                                                            Page

                                    SECTION 1
                               CERTAIN DEFINITIONS  . . . . . . . . . . . .    1

     SECTION 1.1    Terms Defined in this Agreement . . . . . . . . . . . .    1

                                    SECTION 2
                         TERM LOAN; BORROWING PROCEDURES  . . . . . . . . .   10

     SECTION 2.1    Term Loan . . . . . . . . . . . . . . . . . . . . . . .   10
     SECTION 2.2    Disbursement. . . . . . . . . . . . . . . . . . . . . .   10
     SECTION 2.3    Repayment of Principal of the Loans . . . . . . . . . .   10
     SECTION 2.4    Optional Prepayments. . . . . . . . . . . . . . . . . .   10
     SECTION 2.5    Termination of the Loans; Termination Date. . . . . . .   11

                                    SECTION 3
                           NOTES EVIDENCING THE LOANS . . . . . . . . . . .   11

     SECTION 3.1    Notes . . . . . . . . . . . . . . . . . . . . . . . . .   11

                                    SECTION 4
                            INTEREST, FEES AND COSTS  . . . . . . . . . . .   11

     SECTION 4.1    Interest  . . . . . . . . . . . . . . . . . . . . . . .   11
     SECTION 4.2    Conversion Elections. . . . . . . . . . . . . . . . . .   12
     SECTION 4.3    Closing Fees. . . . . . . . . . . . . . . . . . . . . .   13
     SECTION 4.4    Computation of Interest.  . . . . . . . . . . . . . . .   13
     SECTION 4.5    Increased Costs; Capital Adequacy . . . . . . . . . . .   13
     SECTION 4.6    Funding Losses. . . . . . . . . . . . . . . . . . . . .   14

                                    SECTION 5
                               MAKING OF PAYMENTS . . . . . . . . . . . . .   15

     SECTION 5.1    Payments by the Company . . . . . . . . . . . . . . . .   15
     SECTION 5.2    Payments by each Bank.  . . . . . . . . . . . . . . . .   15
     SECTION 5.3    Setoff  . . . . . . . . . . . . . . . . . . . . . . . .   15
     SECTION 5.4    Sharing of Payments.  . . . . . . . . . . . . . . . . .   16

                                    SECTION 6
                         REPRESENTATIONS AND WARRANTIES . . . . . . . . . .   16

     SECTION 6.1    Corporate Organization  . . . . . . . . . . . . . . . .   16
     SECTION 6.2    Authorization; No Conflict  . . . . . . . . . . . . . .   16
     SECTION 6.3    Validity and Binding Nature . . . . . . . . . . . . . .   17
     SECTION 6.4    Financial Statements  . . . . . . . . . . . . . . . . .   17
     SECTION 6.5    Litigation and Contingent Liabilities . . . . . . . . .   17
     SECTION 6.6    Employee Benefit Plans  . . . . . . . . . . . . . . . .   18
     SECTION 6.7    Investment Company Act  . . . . . . . . . . . . . . . .   18
     SECTION 6.8    Regulation U  . . . . . . . . . . . . . . . . . . . . .   18
     SECTION 6.9    Accuracy of Information . . . . . . . . . . . . . . . .   18
     SECTION 6.10   Labor Controversies . . . . . . . . . . . . . . . . . .   18
     SECTION 6.11   Tax Status  . . . . . . . . . . . . . . . . . . . . . .   19
     SECTION 6.12   No Default  . . . . . . . . . . . . . . . . . . . . . .   19
     SECTION 6.13   Compliance with Applicable Laws . . . . . . . . . . . .   19
     SECTION 6.14   Insurance . . . . . . . . . . . . . . . . . . . . . . .   19
     SECTION 6.15   Solvency. . . . . . . . . . . . . . . . . . . . . . . .   19
     SECTION 6.16   Use of Proceeds.  . . . . . . . . . . . . . . . . . . .   20
     SECTION 6.17   Subsidiaries. . . . . . . . . . . . . . . . . . . . . .   20

                                    SECTION 7
                                    COVENANTS . . . . . . . . . . . . . . .   20

     SECTION 7.1    Reports, Certificates and Other Information . . . . . .   20
               (a)  Annual Report.  . . . . . . . . . . . . . . . . . . . .   20
               (b)  Interim Reports.  . . . . . . . . . . . . . . . . . . .   21
               (c)  Statutory Statements. . . . . . . . . . . . . . . . . .   21
               (d)  Reports to SEC. . . . . . . . . . . . . . . . . . . . .   21
               (e)  Certificates  . . . . . . . . . . . . . . . . . . . . .   21
               (f)  Notice of Default, Litigation and ERISA Matters . . . .   21
               (g)  Other Information . . . . . . . . . . . . . . . . . . .   22
     SECTION 7.2    Corporate Existence and Franchises  . . . . . . . . . .   22
     SECTION 7.3    Books, Records and Inspections  . . . . . . . . . . . .   22
     SECTION 7.4    Insurance . . . . . . . . . . . . . . . . . . . . . . .   22
     SECTION 7.5    Taxes and Liabilities . . . . . . . . . . . . . . . . .   22
     SECTION 7.6    Cash Flow Coverage  . . . . . . . . . . . . . . . . . .   22
     SECTION 7.7    Net Worth.  . . . . . . . . . . . . . . . . . . . . . .   23
     SECTION 7.8    Intentionally Omitted.  . . . . . . . . . . . . . . . .   23
     SECTION 7.9    Indebtedness. . . . . . . . . . . . . . . . . . . . . .   23
     SECTION 7.10   Risk-Based Capital  . . . . . . . . . . . . . . . . . .   23
     SECTION 7.11   Real Estate Concentration.  . . . . . . . . . . . . . .   23
     SECTION 7.12   Investment Quality. . . . . . . . . . . . . . . . . . .   23
     SECTION 7.13   Intentionally Omitted.  . . . . . . . . . . . . . . . .   23
     SECTION 7.14   Insurance Company Leverage Ratio.   . . . . . . . . . .   23
     SECTION 7.15   Insurance Ratings.  . . . . . . . . . . . . . . . . . .   23
     SECTION 7.16   Intentionally Omitted.  . . . . . . . . . . . . . . . .   24
     SECTION 7.17   Change in Nature of Business  . . . . . . . . . . . . .   24
     SECTION 7.18   Depository Relationship . . . . . . . . . . . . . . . .   24
     SECTION 7.19   Employee Benefit Plans  . . . . . . . . . . . . . . . .   24
     SECTION 7.20   Use of Proceeds . . . . . . . . . . . . . . . . . . . .   24
     SECTION 7.21   Other Agreements  . . . . . . . . . . . . . . . . . . .   24
     SECTION 7.22   Compliance with Applicable Laws . . . . . . . . . . . .   25

                                   SECTION 7A
                            UNRESTRICTED SUBSIDIARIES . . . . . . . . . . .   25

     SECTION 7A.1   Unrestricted Subsidiaries.  . . . . . . . . . . . . . .   25
     SECTION 7A.2   Additional Unrestricted Subsidiaries. . . . . . . . . .   26
     SECTION 7A.3   Effectiveness of Designation. . . . . . . . . . . . . .   26

                                    SECTION 8
                         CONDITIONS TO MAKING THE LOANS . . . . . . . . . .   26

     SECTION 8.1    Conditions Precedent. . . . . . . . . . . . . . . . . .   26
               (a)  Fees and Expenses . . . . . . . . . . . . . . . . . . .   26
               (b)  Documents . . . . . . . . . . . . . . . . . . . . . . .   26
               (c)  No Default. . . . . . . . . . . . . . . . . . . . . . .   27

                                    SECTION 9
                       EVENTS OF DEFAULT AND THEIR EFFECT . . . . . . . . .   27

     SECTION 9.1    Events of Default . . . . . . . . . . . . . . . . . . .   27
               (a)  Nonpayment of the Loans . . . . . . . . . . . . . . . .   27
               (b)  Nonpayment of Other Indebtedness  . . . . . . . . . . .   28
               (c)  Bankruptcy or Insolvency  . . . . . . . . . . . . . . .   28
               (d)  Specified Noncompliance with this Agreement . . . . . .   28
               (e)  Other Noncompliance with this Agreement . . . . . . . .   29
               (f)  Representations and Warranties  . . . . . . . . . . . .   29
               (g)  Employee Benefit Plans  . . . . . . . . . . . . . . . .   29
               (h)  Judgments . . . . . . . . . . . . . . . . . . . . . . .   29
     SECTION 9.2    Effect of Event of Default  . . . . . . . . . . . . . .   29

                                   SECTION 10
                                     GENERAL  . . . . . . . . . . . . . . .   29

     SECTION 10.1   Amendments and Waivers  . . . . . . . . . . . . . . . .   30
     SECTION 10.2   Notices . . . . . . . . . . . . . . . . . . . . . . . .   30
     SECTION 10.3   Accounting Terms; Computations  . . . . . . . . . . . .   30
     SECTION 10.4   Costs, Expenses and Taxes . . . . . . . . . . . . . . .   31
     SECTION 10.5   Indemnification . . . . . . . . . . . . . . . . . . . .   31
     SECTION 10.6   Captions and References . . . . . . . . . . . . . . . .   32
     SECTION 10.7   No Waiver; Cumulative Remedies. . . . . . . . . . . . .   32
     SECTION 10.8   Governing Law; Jury Trial; Severability . . . . . . . .   32
     SECTION 10.9   Counterparts  . . . . . . . . . . . . . . . . . . . . .   33
     SECTION 10.10  Successors and Assigns  . . . . . . . . . . . . . . . .   33
     SECTION 10.11  Prior Agreements  . . . . . . . . . . . . . . . . . . .   33
     SECTION 10.12  Assignments; Participations . . . . . . . . . . . . . .   33
     SECTION 10.13  Confidentiality.  . . . . . . . . . . . . . . . . . . .   34
     SECTION 10.14  Credit Decision . . . . . . . . . . . . . . . . . . . .   35


                             SCHEDULES AND EXHIBITS

SCHEDULE 5.1        Wire Transfer/Account Information
SCHEDULE 6.11       Tax Liabilities
SCHEDULE 6.17       Subsidiaries

EXHIBIT A           Form of Note
EXHIBIT B           Form of Notice of Conversion




                                CREDIT AGREEMENT


     This Credit Agreement dated  as of August  30, 1995 (this "Agreement"),  is
between (i)  PIONEER FINANCIAL SERVICES,  INC., a Delaware  corporation (herein,
together  with  its  successors and  assigns,  called  the  "Company") and  (ii)
AMERICAN  NATIONAL BANK  AND  TRUST  COMPANY  OF  CHICAGO,  a  national  banking
association (herein,  together with its  successors and assigns,  called "ANB"),
FIRSTAR BANK MILWAUKEE,  N.A., a national banking association  (herein, together
with  its successors and assigns,  called "Firstar"), BANK  ONE, ROCKFORD, NA, a
national banking association (herein, together  with its successors and assigns,
called "Bank  One")  and LASALLE  NATIONAL BANK, a national  banking association
(herein,  together  with its  successors  and assigns,  called  "LaSalle") (ANB,
Firstar,  Bank One  and  LaSalle collectively  referred  to as  the "Banks"  and
individually as a "Bank").

                               W I T N E S S E T H:

     WHEREAS, the Company has requested the Banks severally to make available to
the Company a term loan facility for the purposes as set forth herein; and

     WHEREAS, the Banks are willing to make available to the Company a term loan
facility in the aggregate amount of $11,100,000, under which each Bank severally
shall lend funds to the Company subject to the terms and conditions set forth in
this Agreement;

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


                                    SECTION 1
                               CERTAIN DEFINITIONS

     SECTION 1.1    Terms  Defined  in this  Agreement.   When  used  herein the
following terms shall have the following respective meanings:

     "Adjusted Capital  and  Surplus"  means, with  respect  to  each  Principal
Insurance Subsidiary as of any date, the sum of (i) Capital and Surplus for such
Principal  Insurance Subsidiary  and (ii)  the asset  valuation reserve  of such
Principal Insurance Subsidiary  as of  such date determined  in accordance  with
Statutory Accounting Principles.

     "Affiliate" means, with respect to any Person, any other Person directly or
indirectly controlling,  controlled  by,  or  under direct  or  indirect  common
control with, such Person.   A Person shall be deemed to  control another Person
if  such first Person possesses, directly or  indirectly, the power to direct or
cause the direction of the management and policies of such other Person, whether
through ownership of voting securities, by contract or otherwise.

     "Aggregate Commitment" means the  combined Commitments of the Banks  in the
amount of Eleven Million One Hundred Thousand Dollars ($11,100,000).

     "Agreement"  means this Credit Agreement as it may be amended, supplemented
or otherwise modified from time to time in accordance with the terms hereof.

     "A.M. Best" means A.M. Best Company, and its successors and assigns.

     "ANB" - see Preamble.

     "Applicable Margin"  means (a) with respect  to Base Rate Loans,  -0-,  (b)
with respect  to CD  Rate Loans,  two percent  (2.00%) per annum,  and (c)  with
respect to Eurodollar Rate Loans, two percent (2.00%) per annum.

     "Authorized  Control Level  RBC" shall have  the same  meaning as  the term
"Authorized Control Level RBC"  as defined in the NAIC  Risk-Based Capital (RBC)
for Life  and/or Health Insurers Model Act,  as such term may  be amended by the
NAIC from time to time.

     "Authorized Officer" means the Chairman, the President,  any Executive Vice
President, the Treasurer, any Vice President or any other officer of the Company
that are designated as authorized officers pursuant to a resolution of the Board
of Directors or the Executive Committee of the Board of Directors of the Company
(each Bank shall be entitled to rely on such resolution until revoked or amended
in writing by the Company).

     "Available Cash Flow" means,  with respect to the Company,  for any period,
the  net  income of  all  Subsidiaries  of  the  Company  other  than  Insurance
Subsidiaries for such  period, and  shall include, without  limitation, the  net
income of Network Air Medical Systems, Inc., Association Management Corporation,
Design  Benefit Plans,  Inc., Administrators  Service Corporation,  and National
Health Services, Inc. for such period.

     "Bank" or "Banks" - see Preamble.

     "Bank One" - see Preamble.

     "Bank Parties" - see Section 10.5.

     "Base Rate" means, with respect  to each Bank, at any time and from time to
time the rate  of interest per annum which such Bank  most recently announced as
its base rate  in the city where such Bank's main  office is located, which rate
shall not necessarily be the lowest rate of interest which such Bank charges its
customers.

     "Base Rate  Loans" means the Loans  when such Loans bear  interest based on
the Base Rate and the Applicable Margin with respect thereto.

     "Business  Day" means any day  of the year  on which each Bank  is open for
business in the city where such Bank's main office is located.

     "Capital  and Surplus"  means,  with respect  to  each Principal  Insurance
Subsidiary,  such  Principal  Insurance  Subsidiary's  capital  and  surplus  as
reported  on such  Principal  Insurance Subsidiary's  Statutory Statements  most
recently  filed with  the department  of insurance  of such  Principal Insurance
Subsidiary's state of incorporation.

     "CD Rate" means, for each Bank, with  respect to each Interest Period to be
applicable  to CD  Rate Loans,  the  rate of  interest per  annum  payable on  a
certificate or certificates of  deposit purchased by the Company  from such Bank
concurrently in connection with the Loans when the Loans are CD Rate Loans.

     "CD Rate Loans" means the Loans when  such Loans bear interest based on the
CD Rate and the Applicable Margin with respect thereto.

     "Closing Date" means the date  on which all conditions precedent  set forth
in Section 8.1 are satisfied or waived  by all the Banks.

     "Commitment",  with  respect to  each Bank,  has  the meaning  specified in
Section 2.1.

     "Commitment Percentage" means, as to any Bank, the percentage equivalent at
the time  of determination of  the outstanding  principal amount of  such Bank's
Loan divided by the  aggregate outstanding principal amount of all Loans.

     "Company" - see Preamble.

     "Conversion  Date" means any date on which  the Company converts Loans that
are then  Base Rate Loans to  Eurodollar Rate Loans  or CD Rate Loans;  or Loans
that  are then  CD Rate Loans  to Eurodollar Rate  Loans or Base  Rate Loans; or
Loans that are then Eurodollar Rate Loans to CD Rate Loans or Base Rate Loans.

     "Debt  Service Requirements"  means, for  any period,  all expenses  of the
Company on an unconsolidated basis, including, without limitation, the aggregate
of the principal, interest  and other payments, dividends or  distributions made
or required to be made (i) to each Bank under this Agreement, (ii)  with respect
to other  Indebtedness, (iii)  with respect  to all preferred  stock and  common
stock of the Company, and (iv) with respect to taxes paid or required to be paid
by the Company (minus  any cash payments made by Subsidiaries  of the Company to
the Company  as reimbursement or  otherwise as repayment  for taxes paid  by the
Company on behalf of such Subsidiaries).

     "Dollar(s)" and  the sign "$"  means lawful money  of the United  States of
America.

     "Earnings"  means,  for any  period, as  to  any Insurance  Subsidiary, the
earnings of  such Insurance Subsidiary  calculated in accordance  with Statutory
Accounting Principles.

     "Environmental  Laws"    means   any  and  all  federal,  state   or  local
environmental or health and safety-related laws, regulations, rules, ordinances,
orders or directives.

     "ERISA"  means  the Employee  Retirement Income  Security  Act of  1974, as
amended,  and any  successor  statute  of  similar  import,  together  with  the
regulations thereunder and under the Internal Revenue  Code of 1986, as amended,
in each case as  in effect from time to  time.  References to sections  of ERISA
shall be construed to also refer to any successor sections.

     "ERISA Affiliate" means any  corporation, trade or business that  is, along
with the Company, a member of a controlled group of corporations or a controlled
group of  trades  or businesses,  as described  in Sections  414(b) and  414(c),
respectively, of the Internal Revenue Code of 1986, as amended,  or Section 4001
of ERISA.

     "Eurodollar Rate Loans" means the Loans when such Loans bear interest based
on LIBOR and the Applicable Margin with respect thereto.

     "Event of Default" means any of the events described in Section 9.1.

     "Federal Reserve Board" means the Board of Governors of the Federal Reserve
System, or any entity succeeding to any of its principal functions.

     "Firstar" - see Preamble.

     GAAP  means the  generally  accepted accounting  principles  in the  United
States of America with such changes thereto  as (i) shall be consistent with the
then-effective  principles promulgated  or adopted  by the  Financial Accounting
Standards  Board and its predecessors and successors and (ii) shall be concurred
in  by  the  independent  certified public  accountants  of  recognized standing
certifying any financial statements of the Company and its Subsidiaries.

     "Indebtedness"  means, as  of any  date, all  indebtedness, obligations  or
other  liabilities of the Company and  its Subsidiaries as of  such date (i) for
borrowed  money, (ii)  evidenced by  bonds, debentures,  notes or  other similar
instruments  for borrowed  money,  or (iii)  pursuant  to any  guarantee  of any
indebtedness, obligations or other liabilities of  any other Person of the  type
described  in clauses (i) or (ii); provided,   however, that (a) the amounts set
forth  in clauses (i),  (ii) and  (iii) shall  not be  double counted  and shall
relate only  to amounts actually owed  or otherwise outstanding as  of such date
and  (b)  Indebtedness  shall not  include  indebtedness,  obligations  or other
liabilities of the  Company to  any Subsidiary or  indebtedness, obligations  or
other liabilities of any Subsidiary to the Company or another Subsidiary.

     "Indemnified Liabilities" - see Section 10.5.

     "Insurance  Company Leverage  Ratio"  means, for  each Principal  Insurance
Subsidiary on an individual basis as of any date and for all Principal Insurance
Subsidiaries on  a combined basis  as of  any date,  the ratio  of (x)  Adjusted
Capital and Surplus to (y) Total Assets.

     "Insurance  Laws" means  any and  all federal  or state  laws, regulations,
rules,  ordinances, orders  or  directives that  pertain  to the  regulation  of
insurance companies, as such.

     "Insurance Subsidiaries" means,  as of  any date, all  Subsidiaries of  the
Company that are engaged in the insurance business and are subject to regulation
by the insurance  commission or department  of any state or  other jurisdiction.
The Insurance Subsidiaries of the  Company as of the date of  this Agreement are
set forth in Schedule 6.17 attached hereto.

     "Interest Payment Date" means  each Principal Repayment Date and  each date
upon which  the Loans are prepaid or converted to Eurodollar Rate Loans, CD Rate
Loans, or Base Rate Loans, as the case may be.

     "Interest  Period" means, (a) if the Loans  are then Eurodollar Rate Loans,
the period commencing on the  Business Day the Loans are disbursed  or continued
or  on the Conversion Date  on which the Loans are  converted to Eurodollar Rate
Loans, as the case  may be, and ending on the date  three months thereafter; and
(b)  if the Loans are then CD Rate  Loans, the period commencing on the Business
Day  the Loans are disbursed or continued or on the Conversion Date on which the
Loans  are converted to CD  Rate Loans, as  the case may be,  and ending 90 days
thereafter; 

provided that:

          (i)  if  any  Interest  Period  pertaining  to  Loans  that  are  then
     Eurodollar Rate  Loans or CD Rate Loans would otherwise  end on a day which
     is  not a Business Day, that Interest  Period shall be extended to the next
     succeeding  Business  Day unless,  if the  Loans  are then  Eurodollar Rate
     Loans, the result of such extension  would be to carry such Interest Period
     into another calendar  month, in which event such Interest Period shall end
     on the immediately preceding Business Day;

          (ii) any  Interest Period pertaining to Loans that are then Eurodollar
     Rate Loans that begins on  the last Business Day of a calendar month (or on
     a day for  which there is no numerically corresponding  day in the calendar
     month  at the end of such  Interest Period) shall end  on the last Business
     Day of the calendar month at the end of such Interest Period; and

          (iii)     no  Interest Period  for  the Loans  shall  extend beyond  a
     Principal Repayment Date or the Termination Date.

     "Investment Grade Obligations"  means, as  of any date  for each  Principal
Insurance Subsidiary, investments having an NAIC investment rating of 1 or 2; or
a Standard & Poor's  rating within the range of  ratings from AAA to BBB-;  or a
Moody's rating within the range of ratings from Aaa to Baa3.

     "LaSalle" - see Preamble.

     "Liabilities" means any and all of the Company's  obligations to the Banks,
howsoever created, arising or evidenced, whether direct or indirect, absolute or
contingent, now or hereafter existing, or due  or to become due, which arise out
of or in connection with this Agreement or the Related Documents.

     "LIBOR" means, with  respect to each  Interest Period  to be applicable  to
Eurodollar Rate Loans, the rate of interest per annum determined by ANB obtained
by dividing (a) the Telerate Screen Rate for such  Interest Period or (b) if the
Telerate  Screen  Rate is  unavailable  at the  time  the LIBOR  rate  is  to be
determined, a rate  determined on the basis of the offered rates for deposits in
U.S. dollars  for a  period approximately  equal to  such Interest  Period which
appear on  the Reuters Screen LIBO Page,  as of 11:00 a.m.,  London time, on the
day that is  two London banking  days preceding the  beginning of such  Interest
Period  by  (c)  a percentage  equal  to  100%  minus  the stated  maximum  rate
(expressed as  a percentage) as prescribed  by the Federal Reserve  Board of all
reserve requirements (including,  without limitation,  any marginal,  emergency,
supplemental, special or  other reserves) applicable  on the  first day of  such
Interest Period  to any member bank of the Federal  Reserve System in respect of
Eurodollar funding or liabilities.

     "Lien"  means any mortgage, pledge, lien, security interest or other charge
or encumbrance, including the retained security title of a conditional vendor or
lessor.

     "Loan" means the extension of  credit by a Bank to the  Company pursuant to
Section 2, and which  shall be a Base Rate Loan, a CD  Rate Loan or a Eurodollar
Rate Loan.

     "Majority Banks" means at any  time a group of Banks then holding  at least
51% of the then aggregate unpaid principal amount of the Notes.

     "Margin Stock" has the meaning given to such term in Regulation U.

     "Material Subsidiary" means  any Subsidiary of  the Company, the  financial
condition  of which,  when  consolidated with  the  financial condition  of  the
Company, has a material effect  on such financial condition of the  Company, and
shall include, without limitation, each Principal Insurance Subsidiary.

     "Mortgage"   means,  as  of  any  date,  as  to  each  Principal  Insurance
Subsidiary, the amount of  such Principal Insurance Subsidiary's  mortgage loans
on real estate calculated in accordance with Statutory Accounting Principles.

     "Multiemployer Plan" means a "multiemployer plan" as defined in ERISA.

     "NAIC"  means the National  Association of Insurance  Commissioners and any
successor thereto.

     "Net  Worth"  means, with  respect  to  the Company,  as  at  the time  any
determination thereof is made,  the consolidated shareholders' equity, including
common stock, additional paid-in capital, retained earnings, and  net unrealized
gains  and losses,  but  excluding any  increase  or decrease  in the  Company's
"available  for sale  investment portfolio"  (as calculated  in  accordance with
GAAP) since June 30, 1995.

     "Non-Investment  Grade  Obligations"  means,  as  of  any  date,  for  each
Principal Insurance  Subsidiary, any  fixed maturity debt  instrument investment
that is not an Investment Grade Obligation.

     "Note" or "Notes" - see Section 3 and Exhibit A.

     "Notice of Conversion"  means a notice  given by the  Company to each  Bank
pursuant to  Section 4.2, in substantially the form of Exhibit B.

     "PBGC"  means the  Pension  Benefit  Guaranty  Corporation and  any  entity
succeeding to any or all of its functions under ERISA.

     "Permitted Liens"  means (i) purchase money  security interests hereinafter
incurred in connection  with the acquisition  of assets or property;  (ii) Liens
for  taxes, assessments  or governmental  charges or levies  on property  of the
Company if  the same shall not  at the time  be delinquent or thereafter  can be
paid without  penalty, or are being  contested in good faith  and by appropriate
proceedings and as to which  the Company shall have set aside on  its books such
reserves  as are required by GAAP with respect to any such taxes, assessments or
other  governmental  charges; (iii)  Liens imposed  by  law, such  as carriers',
warehousemen's and  mechanics' liens and other similar liens, which arise in the
ordinary course   of business with respect  to obligations not yet due  or being
contested in good  faith by appropriate proceedings and as  to which the Company
shall have set  aside on its  books such reserves as  are required by  GAAP with
respect to any  such Liens; (iv) Liens arising out of  pledges or deposits under
insurance  laws, worker's  compensation  laws, unemployment  insurance, old  age
pensions,  or  other   Social  Security  or  retirement  benefits,   or  similar
legislation;  (v)  Liens  consisting of  mortgages,  deeds  of  trust, liens  or
security  interests  on any  interest  of  the Company  as  sublessor  under any
sublease  of property  which  solely secure  obligations of  the Company  as the
lessee  of such  property and  extensions  or renewals  thereof; and  (vi) Liens
consisting of  mortgages, deeds  of trust  or similar encumbrances  that may  be
incurred by  the Company or an Insurance Subsidiary of the Company in connection
with the Company's or such Insurance Subsidiary's purchase or refinancing of the
building and property located at 1750 Golf Road, Schaumburg, Illinois; provided,
however, that promptly after the creation of any Lien of the type referred to in
this  subsection (vi), the Company shall provide  to the Banks written notice of
the creation  of such  Lien, describing  the amount  of  the obligation  secured
thereby and the properties and assets subject to such Lien.

     "Person"  means  an  individual  or  a  corporation,  partnership,  limited
liability  company,  trust, incorporated  or  unincorporated  association, joint
venture, joint stock company, government (or any agency or political subdivision
thereof) or other entity of any kind.

     "Plan" means an "employee pension benefit plan", as such term is defined in
Section  3(2) of  ERISA, an  "employee welfare  benefit plan,"  as such  term is
defined in  Section 3(1) of  ERISA, or any  bonus, deferred compensation,  stock
purchase, stock  option, severance,  salary continuation, vacation,  sick leave,
fringe benefit, incentive, insurance, welfare or similar arrangement.  

     "Principal Insurance Subsidiaries"  means, as  of any  date, any  Insurance
Subsidiary that is or becomes engaged in a material amount of insurance business
and  has been designated  in writing by  all of the  Banks and the  Company as a
Principal  Insurance Subsidiary.  The  following Insurance Subsidiaries shall be
deemed to be  Principal Insurance Subsidiaries as of the  date of this Agreement
and until  designated otherwise by all  of the Banks  and the Company  : Pioneer
Life Insurance Company of Illinois, an Illinois corporation; National Group Life
Insurance  Company,  an  Illinois   corporation;  and  Manhattan  National  Life
Insurance Company, an Illinois corporation.

     "Principal Repayment Date" - see Section 2.3.

     "Real  Estate  Concentration  Ratio" means,  as  of any  date,  as  to each
Principal Insurance  Subsidiary, the  ratio of  (a) the sum  of (i)  Real Estate
Investments plus (ii) Mortgages to (b) Capital and Surplus.

     "Real Estate  Investments"  means, as  of any  date, as  to each  Principal
Insurance Subsidiary,  the sum of (a)  the book value of  properties acquired in
satisfaction  of  debt  calculated   in  accordance  with  Statutory  Accounting
Principles  plus  (b) the  investment in  investment  real estate  calculated in
accordance  with Statutory Accounting Principles;  provided, that the properties
occupied by the Company or any Subsidiary shall be excluded from the calculation
of Real Estate Investments for purposes of this Agreement.

     "Regulation U"  means Regulation U of the Board of Governors of the Federal
Reserve System  and any  successor rule  or regulation of  similar import  as in
effect from time to time.

     "Related Documents"  means, collectively, this Agreement,  each Note issued
by the Company to each Bank, and all other documents, instruments and agreements
executed by the Company and delivered to the Banks pursuant to or  in connection
with this Agreement or any of the foregoing.

     "Reportable  Event" means a reportable event (as defined in Section 4043(b)
of  ERISA)  for  which  notice  has  not  been  waived  pursuant  to  applicable
regulations.

     "Reuters Screen LIBO Page" means the display page designated "LIBO"  on the
Reuters Monitor  Money Rates Service (or  such other page that  may replace that
page on such service for the purpose of displaying comparable rates).

     "Revolving Credit Agreement" means that certain Amended and Restated Credit
Agreement dated as  of March 22, 1995 between  the Company and ANB,  Firstar and
Bank One, as amended, supplemented or otherwise modified from time to time.

     "Statutory Accounting  Principles" means the accounting  principles used in
the  preparation  of  Statutory Statements  in  accordance  with  the rules  and
regulations  prescribed  by  the  insurance  commission  or  department of  each
Insurance Subsidiary's  respective state of domicile in effect as of the date of
this Agreement.  In the event that there is a material change in such accounting
principles subsequent to  the date  hereof, the covenants  contained herein  and
affected by such change shall be adjusted as necessary to preserve the force and
effect  of  such covenants  by  the Company  (provided  that prior  to  any such
adjustment the  Company shall consult  with the Banks  with respect to  any such
adjustment) subject to the reasonable objection of the Majority Banks.

     "Statutory Statements" means, with respect to an Insurance  Subsidiary, the
annual  or quarterly accounting statement for such Insurance Subsidiary prepared
in  accordance with Statutory Accounting Principles, as filed with the insurance
commissioner  or  department  of  each  jurisdiction  in  which  such  Insurance
Subsidiary is subject to regulation.

     "Subsidiary" means a corporation,  association or business entity of  which
the  Company and/or  its other  Subsidiaries own,  directly or  indirectly, such
number of outstanding shares as  have more than 50% of the ordinary voting power
for the election of such entity's directors.

     "Telerate  Screen Rate" means, for any Interest  Period to be applicable to
Eurodollar  Rate Loans,  the rate  for  deposits in  U.S. dollars  for a  period
approximately equal  to such Interest Period  which appears on Page  3750 of the
Dow  Jones Telerate Service  (or such other  page that may replace  that page on
such service for  the purpose of displaying comparable rates)  as of 11:00 a.m.,
London time, on the day that is  two London banking days preceding the beginning
of such Interest Period.

     "Termination Date" - see Section 2.5.

     "Term Loan A Credit Agreement" means that certain Credit Agreement dated as
of March 22, 1995 between the Company and the Banks, as amended, supplemented or
otherwise modified from time to time.

     "Total Adjusted Capital"  shall have the  same meaning as  the term  "Total
Adjusted Capital"  as defined  in the  NAIC  Risk-Based Capital  (RBC) for  Life
and/or Health  Insurers Model Act, as such term may  be amended by the NAIC from
time to time.

     "Total  Assets" means,  as  of any  date,  as to  each Principal  Insurance
Subsidiary,  the  total net  admitted  assets  calculated  as of  such  date  in
accordance with Statutory Accounting Principles.

     "Total  Invested Assets"  means,  as  of any  date,  as  to each  Principal
Insurance Subsidiary, the amount  of such Principal Insurance  Subsidiary's cash
and  invested   assets  calculated  in  accordance   with  Statutory  Accounting
Principles.

     "Unrestricted Subsidiary" - see Section 7A.1.

     "Unrestricted  Subsidiary  Indebtedness" means,  as  of any  date,  for any
Unrestricted Subsidiary,  all indebtedness, obligations or  other liabilities of
such Unrestricted  Subsidiary and  its  Subsidiaries as  of  such date  (i)  for
borrowed  money, (ii)  evidenced by  bonds, debentures,  notes or  other similar
instruments  for borrowed  money,  or (iii)  pursuant to  any  guarantee of  any
indebtedness, obligations or other liabilities  of any other Person of the  type
<PAGE>
described in clauses (i) or (ii); provided, however, that the  amounts set forth
in clauses (i), (ii) and (iii) shall not be double counted and shall relate only
to amounts actually owed or otherwise outstanding as of such date.


                                    SECTION 2
                         TERM LOAN; BORROWING PROCEDURES

     SECTION 2.1    Term  Loan.  (a) On the terms  and subject to the conditions
set forth in this Agreement, each Bank severally agrees to make available to the
Company on the Closing Date of this Agreement a term loan (each such loan called
a "Loan"  and collectively called  the "Loans")  in an aggregate  amount not  to
exceed at any time outstanding the amount set forth opposite such Bank's name on
the signature page hereof  under the heading "Commitment" (such  amount referred
to as such Bank's "Commitment").

          (b)  The Company  agrees that, if  the Loans  are CD  Rate Loans,  the
Company shall purchase  from each Bank a certificate  or certificates of deposit
in an  amount equal to the outstanding principal amount  of such Bank's Loan and
which shall have a term equal to the Interest Period applicable to such Loan.

     SECTION 2.2    Disbursement.  Each  Bank shall disburse the proceeds of its
Loan in immediately  available funds to an account of  the Company designated in
writing by the Company.

     SECTION 2.3    Repayment of  Principal of  the Loans.    The Company  shall
repay the principal amount of the Loans in installments as follows: Nine Hundred
Twenty-Five Thousand Dollars  ($925,000) in  aggregate principal  amount on  the
last  Business Day  of  November 1995  and  on the  last  Business  Day of  each
February, May,  August and November thereafter (each such day being a "Principal
Repayment Date") until  the Loans  are fully paid,  provided, however, that  the
final payment,  if not  sooner paid, shall  be due  on the Termination  Date and
shall be  equal to the aggregate principal amount of the Loans then outstanding.
The Company  shall ratably repay to each  Bank such Bank's Commitment Percentage
of the aggregate principal amount set forth in the preceding sentence.

     SECTION 2.4    Optional Prepayments.   Subject to Section  4.6, the Company
may,  at any time or  from time to  time, ratably prepay the  Loans in whole (in
which case the Loans  shall terminate) or in  part in any amount;  provided that
the Company's written notice of such prepayment shall be delivered  to each Bank
in  accordance with  Section 10.2  prior to  11:00 a.m.  (Chicago time)  (i) two
Business Days prior to the requested date  of prepayment, if the Loans are  then
Eurodollar  Rate Loans;  (ii) one Business  Day prior  to the  requested date of
prepayment, if the Loans are then CD Rate Loans, and (iii) on the requested date
of prepayment, if the Loans are then Base Rate Loans.  Such notice of prepayment
shall specify the date  of prepayment, the aggregate amount  of such prepayment,
and each Bank's Commitment Percentage of such prepayment.  Such notice shall not
thereafter be revocable by the Company.  If such notice is given by the Company,
the Company shall make such prepayment and the payment amount  specified in such
notice shall  be due and  payable on the  date specified therein,  together with
accrued interest  to  each such  date  on the  amount  prepaid and  any  amounts
required pursuant to Section 4.6.  Any amounts so prepaid may not be reborrowed.

     SECTION 2.5    Termination of the Loans; Termination Date.  The Loans shall
terminate without further action on the  part of any Bank on the earlier  of (i)
August 31, 1998 or (ii) the date of termination of the Loans pursuant to Section
2.4 or Section 9.2 hereof (the "Termination Date").


                                    SECTION 3
                           NOTES EVIDENCING THE LOANS

     SECTION 3.1    Notes.   Each Bank's Loan shall be evidenced by a promissory
note (herein, as  the same may be amended, modified or supplemented from time to
time,  and  together with  any renewals  thereof  or exchanges  or substitutions
therefor, individually  called a  "Note" and collectively  called the  "Notes"),
<PAGE>
substantially in the form  set forth in Exhibit A, with  appropriate insertions,
dated the  Closing Date,  payable to  the order  of such  Bank in the  principal
amount equal  to such Bank's Commitment or the aggregate principal amount of the
Loan  outstanding to such Bank, whichever  is less.  The date  and amount of the
Loan made by  each Bank and of  each repayment of principal  thereon received by
such Bank shall be recorded  by such Bank in  its records or, at its option,  on
the schedule attached  to its Note.   The aggregate  unpaid principal amount  so
recorded  shall be rebuttable presumptive evidence of the principal amount owing
and unpaid on such Note to such Bank.  The failure so to record any such  amount
or  any error  in so  recording any  such amount,  however, shall  not limit  or
otherwise affect the Company's obligations hereunder or under such Note to repay
the  principal  amount of  the Loan  evidenced by  such  Note together  with all
interest accruing thereon.  Each Note shall provide for the  payment of interest
as provided in  Section 4.


                                    SECTION 4
                            INTEREST, FEES AND COSTS

     SECTION 4.1    Interest.

          (a)  Subject to Section 4.1(c),  the Loans shall bear interest  on the
outstanding principal amount thereof for the period commencing on the  date when
the Loans were made  until the Loans are paid in full at  a rate per annum equal
to the CD Rate, LIBOR or the Base Rate, as the case may be, plus the  Applicable
Margin.

          (b)  Interest  on the Loans shall be  paid in arrears on each Interest
Payment Date.  Interest shall also be paid on the date of any prepayment  of the
Loans pursuant to   Section 2.4 for the portion of the Loans so prepaid and upon
payment (including prepayment) in full thereof, and, during the existence of any
Event of Default, interest shall be paid on demand.

          (c)  If any  amount of principal of  or interest on the  Loans, or any
other amount payable hereunder or under any Related Document is not paid in full
when due (whether at stated maturity, by acceleration, demand or otherwise), the
Company agrees  to pay interest on  such unpaid principal or  other amount, from
the date such  amount becomes due  until the date such  amount is paid  in full,
payable on demand, at a  fluctuating rate per annum equal to the  Base Rate plus
two percent (2.00%) per annum.

     SECTION 4.2    Conversion Elections. 

          (a)  The Company may upon  irrevocable written notice to each  Bank in
accordance with Section 4.2(b):

               (i)  if the Loans are then Base  Rate Loans, elect to convert  on
     the last Business Day of each February, May, August or November all of such
     Loans into Eurodollar Rate Loans or CD Rate Loans; or

              (ii)  if  the  Loans  are  then Eurodollar  Rate  Loans,  elect to
     convert on the last Business Day of each February, May,  August or November
     all of such Loans into Base Rate Loans or CD Rate Loans; or

             (iii)  if the Loans are then CD Rate Loans, elect to convert on the
     last Business  Day of each  February, May, August  or November all  of such
     Loans into Base Rate Loans or Eurodollar Rate Loans;

provided, that  if the Loans are  then either Eurodollar  Rate Loans or  CD Rate
Loans and the aggregate amount of the Loans shall have been reduced, by payment,
prepayment, or  conversion thereof, to  be less than  $100,000, then  such Loans
shall automatically convert into Base Rate Loans.

          (b)  The Company shall  deliver a Notice  of Conversion in  accordance
with Section 10.2 to be received by each Bank not later than 11:00 a.m. (Chicago
time) at least two Business Days in advance of the Conversion Date specifying:

               (A)  the proposed Conversion  Date, which  date may  only be  the
     last Business Day of each February, May, August or November;

               (B)  that  the  aggregate amount  of all  of  the Loans  shall be
     converted on such proposed Conversion Date; and

               (C)  the nature of the proposed conversion.

          (c)  If the  Company  fails  to  deliver  to each  Bank  a  Notice  of
Conversion in accordance with the terms of Section 4.2(b), the  Company shall be
deemed  to have elected to continue the Loans  as, and the Loans shall thereupon
continue  as, Eurodollar Rate Loans,  CD Rate Loans  or Base Rate  Loans, as the
case may be.  Notwithstanding the foregoing, if  any Event of Default shall then
exist, the Company shall  be deemed to have elected  to convert such Loans  into
Base  Rate Loans effective  as of the  expiration date of  such current Interest
Period.

          (d)  Unless  the  Majority Banks  shall  otherwise  agree, during  the
existence  of an Event of  Default, the Company may not  elect to have the Loans
converted into or continued as Eurodollar Rate Loans or CD Rate Loans.

     SECTION 4.3    Closing Fees.  On the Closing Date the  Company shall pay to
each Bank a one-time closing fee equal to 0.25% of such Bank's Commitment.

     SECTION 4.4    Computation of  Interest.   All computations of  interest in
respect of the Base Rate, LIBOR and the CD Rate shall  be made on the basis of a
year of 365 or 366 days, as the case may be, and actual days elapsed.   Interest
shall  accrue during  each  period during  which interest  is computed  from and
including the first day thereof to but excluding the last day thereof.

     SECTION 4.5    Increased Costs; Capital Adequacy.

          (a)  If  (i) Regulation  D  of  the Federal  Reserve  Board,  or  (ii)
after the date hereof, the  adoption of any applicable law,  rule or regulation,
or any  change therein, or  any change in  the interpretation or  administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof,  or compliance by a Bank with
any request  or directive (whether or not  having the force of  law) of any such
authority, central bank or comparable agency issued after the date hereof,

          (A)    shall subject such Bank to  any tax, duty or other  charge with
     respect to Loans that are then Eurodollar Rate Loans or  CD Rate Loans, the
     Note issued to such Bank, such Bank's obligation to maintain any such Loan,
     or shall  change the  basis of  taxation of  payments to  such Bank  of the
     principal of or  interest on any such Loan  or any other amounts  due under
     this Agreement in respect  of any such Loan  or such Bank's  obligation  to
     maintain any  such  Loan (except  for changes  in the  rate of  tax on  the
     overall income of such Bank imposed by any governmental authority); or

          (B)  shall impose,  modify or deem applicable  any reserve (including,
     without  limitation, any reserve imposed  by the Federal  Reserve Board but
     excluding,  if  the  Loans are  then  Eurodollar  Rate  Loans, any  reserve
     prescribed  by the Federal Reserve  Board included in  the determination of
     LIBOR), special deposit or similar  requirement against assets of, deposits
     with or for the account of, or credit extended by, such Bank;

and the result of  any of the foregoing is to increase the  cost to such Bank of
maintaining its Loan, or to reduce the amount of any sum received  or receivable
by  such Bank under this Agreement or  under its Note with respect thereto, then
within 30 days after demand by such Bank (which demand shall be accompanied by a
statement setting  forth in reasonable  detail the  basis of  such demand),  the
Company shall  pay directly to  such Bank such  additional amount or  amounts as
will compensate  such Bank for such increased costs or such reduction, provided,
however, that any such amount or amounts payable by the Company shall not exceed
the increased costs or amount of reduction of  such Bank in direct proportion to
its Loan.

          (b)  If  either (i) the  introduction of or  any change  in or  in the
interpretation  of any law or  regulation or (ii) compliance  by a Bank with any
new guideline or request from any  central bank or other governmental  authority
affects  or  would affect  the  amount of  capital  required or  expected  to be
maintained by such Bank or any corporation controlling  such Bank and the amount
of  such capital  is increased  by or  based upon the  existence of  such Bank's
commitment to maintain its Loan hereunder, then, within 30 days  after demand by
such Bank (which demand shall set  forth in reasonable detail the basis  of such
demand), the  Company shall  pay directly  to such Bank,  from time  to time  as
reasonably specified by such  Bank, additional amounts sufficient  to compensate
such  Bank in  the light of  such circumstances,  to the  extent that  such Bank
reasonably determines such increase in capital to be allocable to  the existence
of such Bank's  commitment to  maintain its Loan  hereunder, provided,  however,
that any such  amount or  amounts payable by  the Company  shall not exceed  the
increased amount of capital required to be maintained by such Bank and allocable
to its Loan in direct proportion to its Loan.

     SECTION 4.6    Funding Losses.   The Company agrees to  reimburse each Bank
and to hold  each Bank  harmless from any  loss or expense  which such Bank  may
sustain or incur as a consequence of:

          (a)  if the Loans are then Eurodollar Rate Loans or CD Rate Loans, the
failure of the  Company to make when  due any payment of principal  of the Loans
(including payments made after any acceleration thereof) not resulting from such
Bank's failure to act;

          (b)  the failure of the Company to convert the Loans after the Company
has given (or is deemed to have given) a Notice of Conversion;

          (c)  the  failure  of the  Company to  make  any prepayment  after the
Company has given a notice in accordance with Section 2.4;

          (d)  if the Loans are then Eurodollar Rate Loans or CD Rate Loans, the
prepayment of the  Loans on  a day which  is not  the last day  of the  Interest
Period with respect thereto; or

          (e)  the conversion pursuant  to Section  4.2 of Loans  that are  then
Eurodollar Rate Loans or CD Rate Loans to Loans of another type on a day that is
not the last day of the Interest Period with respect thereto;

including, in each case, (i) if  the Loans are then Eurodollar Rate Loans  or CD
Rate  Loans,  any  such   loss  or  expense  arising  from  the  liquidation  or
reemployment of  funds obtained by such  Bank to maintain its  Loan hereunder or
from fees payable to terminate the  deposits from which such funds were obtained
and (ii) if the Loans are then CD Rate Loans, with respect to any certificate of
deposit purchased  by the Company  from each Bank  in connection therewith,  any
penalty assessed  by such Bank for  the early withdrawal of  the funds deposited
under any such certificate of  deposit in accordance with such Bank's  usual and
customary  practices  that are  not  otherwise  waived by  such  Bank,  it being
understood that  for purposes of this  Section 4.6 any such  penalty assessed by
such Bank for the early withdrawal of funds deposited under any such certificate
of deposit shall constitute the  only losses and expenses of such  Bank that may
be recovered by such Bank pursuant to this  Section 4.6.


                                    SECTION 5
                               MAKING OF PAYMENTS

     SECTION 5.1    Payments by the Company.

          (a)  All payments (including prepayments) to be made by the Company on
account  of principal, interest, fees and other amounts required hereunder shall
be  made directly  to each  Bank without  condition or  reservation of  right in
immediately available funds, no later than 12:00 noon (Chicago time) on the date
specified herein.  The Company shall make such payments by wire transfer to such
account of  each Bank as set forth  in Schedule 5.1 hereof  (or pursuant to such
other instructions or to such other account  as such Bank may from time to  time
notify the Company).   Any payment which is received by a  Bank later than 12:00
noon  (Chicago time) shall  be deemed to  have been received  on the immediately
succeeding Business Day and any applicable interest shall continue to accrue.  

          (b)  Subject  to  the  provisions  set  forth  in  the  definition  of
"Interest Period" herein,  whenever any payment hereunder shall  be stated to be
due on a day  other than a Business Day, such payment shall  be made on the next
succeeding  Business  Day, and  such extension  of time  shall  in such  case be
included in the computation of interest.

     SECTION 5.2    Payments by  each Bank.  The failure of any Bank to make its
Loan pursuant to Section 2.1 shall not relieve  any other Bank of its obligation
hereunder to make its Loan, but no Bank shall be responsible for the  failure of
any other Bank to make the Loan to be made by such other Bank.

     SECTION 5.3    Setoff.

          (a)   The Company agrees that, if at any  time (i) any amount owing by
it  under this Agreement  or any Related Document  is then due  and payable to a
Bank or  (ii) any Event of Default  shall have occurred and  be continuing, then
such Bank, in its  sole discretion, may apply to the payment  of the Liabilities
any and all balances, credits, deposits,  accounts or moneys of the Company then
or thereafter with such Bank.

          (b)  Without limitation  of Section  5.3(a), the Company  agrees that,
upon and  during the continuance  of any Event  of Default, such  Bank is hereby
authorized,  at any time and  from time to time,  without notice to the Company,
(i) to  set off  against  and to  appropriate and  apply to  the payment  of the
Liabilities any and  all amounts which such Bank is obligated to pay over to the
Company (whether matured  or unmatured,  and, in the  case of deposits,  whether
general or special,  time or demand and however evidenced)  and (ii) pending any
such action,  to the extent  necessary, to  hold such amounts  as collateral  to
secure such Liabilities.

          (c)  Notwithstanding any other provision  of this Agreement, the Notes
or  any other  Related  Document,  the  Banks  shall not  set  off  against,  or
appropriate or  apply to the  payment of any  Liabilities, any of  the deposits,
accounts or other assets of any Insurance Subsidiary.

     SECTION 5.4    Sharing of Payments.   If, other than  as expressly provided
elsewhere herein,  any Bank shall obtain  on account of the  Liabilities held by
such Bank any payment  (whether voluntary, involuntary, through the  exercise of
any right  of set-off, or otherwise)  in excess of its  Commitment Percentage of
payments on  account of the  Liabilities obtained  by all the  Banks, such  Bank
shall promptly  upon demand  purchase  from the  other Banks  a  portion of  the
Liabilities  held by  such  other Banks  as  shall be  necessary  to cause  such
purchasing Bank to share the excess payment ratably with each of them based upon
each Bank's Commitment Percentage; provided, however, that if all or any portion
of such  excess payment is  thereafter recovered from the  purchasing Bank, such
purchase shall to  that extent be rescinded  and each other Bank shall  repay to
the purchasing  Bank the purchase price  paid therefor, together  with an amount
equal  to such  paying Bank's  Commitment Percentage  of any  interest  or other
amount paid or payable by  the purchasing Bank in respect of the total amount so
recovered.  The Company agrees that any Bank so purchasing  a portion of another
Bank's Liabilities  pursuant to  this  Section 5.4  may, to  the fullest  extent
permitted by law, exercise all of its  rights of payment (including the right of
setoff) with respect to such purchased Liabilities as fully as if such Bank were
the direct creditor of the Company  in the amount of such purchased Liabilities.



                                    SECTION 6
                         REPRESENTATIONS AND WARRANTIES

     To  induce each  Bank to  enter into this  Agreement and  to make  its Loan
hereunder, the Company represents and warrants to each Bank that:

     SECTION 6.1    Corporate Organization.   The Company is  a corporation duly
existing and in good  standing under the  laws of the State  of Delaware and  is
duly qualified  and in good standing  as a foreign corporation  authorized to do
business in  Illinois, which is the only other jurisdiction in which the Company
is required to be duly qualified and in good  standing as a foreign corporation.
The Company's  failure to be  so qualified  in any other  jurisdiction does  not
materially and adversely affect the Company's  business, operations or financial
condition  or its ability  to perform  its obligations  hereunder and  under the
Related Documents to which it is a party.

     SECTION 6.2    Authorization;  No  Conflict.     The  Company's  execution,
delivery and  performance of this Agreement and each of the Related Documents to
which it is  a party and  the consummation of  the transactions contemplated  by
this  Agreement and  each  of the  Related  Documents are  within the  Company's
corporate powers, have been  duly authorized by all necessary  corporate action,
require  no governmental, regulatory or other approval,  and (a) do not and will
not contravene or conflict  with any provision of (i) any law the failure of the
Company to comply with  in the Company's determination materially  and adversely
affects the Company's business, operations or financial condition or its ability
to perform its obligations hereunder and under the Related Documents to which it
is  a party, (ii) any  judgment, decree or  order applicable to  the Company, or
(iii) the Company's  articles of  incorporation or by-laws,  and (b) do  not and
will  not  contravene  or  conflict  with any  provision  of  any  agreement  or
instrument binding upon the Company or upon any property of the Company that  in
the  Company's  determination materially  and  adversely  affects the  Company's
business,  operations or  financial  condition or  its  ability to  perform  its
obligations hereunder or under the Related Documents to which it is a party.

     SECTION 6.3    Validity  and  Binding Nature.      This Agreement  and  the
Related Documents to which  the Company is a  party are (or, when duly  executed
and delivered, will be) the legal, valid and binding obligations  of the Company
enforceable against the Company in accordance with their respective terms except
as  limited  by  bankruptcy,  insolvency, reorganization,  moratorium  or  other
similar  laws affecting creditor's rights generally and by general principles of
equity (regardless of whether enforcement is sought in equity or at law).

     SECTION 6.4    Financial  Statements.    The annual  and  quarterly balance
sheets  and statements  of  operations  that have  been  or shall  hereafter  be
furnished to each Bank by or at the direction of the Company for the purposes of
or in  connection with this Agreement  do and will present  fairly the financial
condition of  the Persons involved  as of the dates  thereof and the  results of
their operations for the period(s) covered thereby, all in accordance with GAAP,
consistently applied, unless otherwise noted therein.

     SECTION 6.5    Litigation and Contingent Liabilities.

          (a)     No  litigation  (including,   without  limitation,  derivative
actions), arbitration proceedings, governmental proceedings or investigations or
regulatory proceedings  are pending or, to the best of its knowledge, threatened
against   the  Company  or  any  Material  Subsidiary  which  in  the  Company's
determination materially  and adversely affects  the Company's or  such Material
Subsidiary's  business,  operations  or  financial condition  or  the  Company's
ability to perform its obligations hereunder and under the Related  Documents to
which it is a party.  In addition, to the best of the Company's knowledge, there
are  no  inquiries, formal  or  informal,  which  give  rise  to  such  actions,
proceedings or investigations.

          (b)  The  Company and, to  the best of  the Company's knowledge,  each
Material Subsidiary  have obtained all  licenses, permits, franchises  and other
governmental authorizations necessary to  the ownership of its properties  or to
the  conduct  of  its businesses,  including  without  limitation all  licenses,
permits,  franchises and  other governmental  authorizations required  under all
applicable Environmental  Laws, a failure to obtain or violation of which in the
Company's determination materially and  adversely affects the Company's  or such
Material  Subsidiary's  business,  operations  or  financial  condition  or  the
Company's ability to  perform its  obligations hereunder and  under the  Related
Documents to which it is a party.

          (c)  The  Company does  not have  any material  contingent liabilities
required to be disclosed pursuant to GAAP that are not provided for or disclosed
in the financial statements referred to in Section 6.4 hereof.

     SECTION 6.6    Employee  Benefit  Plans.   To  the  best  of the  Company's
knowledge,  each  Plan complies  in all  material  respects with  all applicable
statutes and governmental rules  and regulations (including, without limitation,
the  requirements of  Section 401(a) of  the Internal  Revenue Code  of 1986, as
amended, to the extent  that such Plan is intended  to conform to that  section)
and during the  12-consecutive-month period  prior to the  Closing Date,  (i) no
Reportable Event has occurred and is continuing with respect to any Plan subject
to  Title IV  of ERISA,  (ii) neither the  Company nor  any ERISA  Affiliate has
withdrawn from any Plan subject  to Title IV of ERISA or instituted  steps to do
so,  (iii) no steps have been instituted to  terminate any Plan subject to Title
IV of ERISA, (iv) no contribution failure  has occurred with respect to any Plan
sufficient  to give rise  to a lien under Section  302(f) of ERISA,  or (v) each
Plan which  is intended  to be  qualified  pursuant  to Section  401(a)  of  the
Internal   Revenue  Code  of  1986,   as  amended,  has   received  a  favorable
determination  letter.   To the  best of the  Company's knowledge,  no condition
exists or  event or transaction has  occurred in connection with  any Plan which
would result in  the incurrence  by the Company  or any ERISA  Affiliate of  any
liability,  fine or penalty, which in the Company's determination materially and
adversely affects the Company's business, operations  or financial condition, or
the ability  of the Company to  perform its obligations hereunder  and under the
Related Documents  to which it is  a party.   Neither the Company nor  any ERISA
Affiliate  presently maintains, contributes to or, to  the best of the Company's
knowledge,  has  any  liability   (including  current  or  potential  withdrawal
liability) with respect to any Multiemployer Plan.  To the best of the Company's
knowledge, neither the  Company nor any  ERISA Affiliate has any  liability with
respect to any funded or unfunded postretirement benefit for employees or former
employees (including medical, health or life insurance) other than liability for
continuation coverage described in Part 6 of Title I of ERISA.

     SECTION 6.7    Investment Company Act.   The Company is not  an "investment
company"  or a  company  "controlled" by  an  "investment company",  within  the
meaning of the Investment Company Act of 1940, as amended.

     SECTION 6.8    Regulation U.  The Company is not engaged principally, or as
one of  its important activities,  in the business  of extending credit  for the
purpose of purchasing or carrying Margin Stock.

     SECTION 6.9    Accuracy  of Information.    To the  best  of the  Company's
knowledge, all factual information  heretofore or contemporaneously furnished by
the Company to any Bank for purposes of or in connection with this  Agreement or
any  transaction  contemplated hereby  is,  and  all other  factual  information
hereafter  furnished by the Company  to any Bank  will be, true  and accurate in
every material respect  on the  date as of  which such information  is dated  or
certified, and the Company has not knowingly omitted and will not knowingly omit
any material  fact it  deems necessary  to prevent  such information  from being
false or misleading.

     SECTION 6.10   Labor  Controversies.    There  are  no  labor controversies
pending or threatened  against the Company or  any Material Subsidiary  which in
the Company's  determination materially  and adversely  affect the  Company's or
such  Material Subsidiary's business,  operations or financial  condition or the
Company's ability to  perform its  obligations hereunder and  under the  Related
Documents to which it is a party.

     SECTION 6.11   Tax  Status.  Except as  set forth in  Schedule 6.11 hereto,
the  Company  and,  to  the  best of  the  Company's  knowledge,  each  Material
Subsidiary have  made or filed  all income  and other tax  returns, reports  and
declarations required by any jurisdiction to which it is subject, have  paid all
taxes,  assessments  and  other  charges  shown  or  determined  to  be  due  on
such returns,  reports  and  declarations  (other than  those  being  diligently
contested in good faith by appropriate proceedings), and have set aside adequate
reserves  against liability  for taxes,  assessments and  charges applicable  to
periods subsequent to those covered by such returns, reports and declarations, a
failure of which to file, to pay or to set aside in the  Company's determination
materially  and adversely  affects the  Company's or such  Material Subsidiary's
business,  operations or financial condition or the Company's ability to perform
its  obligations hereunder  and under  the Related  Documents to  which it  is a
party.

     SECTION 6.12   No Default.  No  event has occurred and no  condition exists
which, upon the  execution and delivery of,  or consummation of  any transaction
contemplated by, this Agreement or any Related  Document, or upon the funding of
the Loans, will constitute an Event of  Default.  The Company and each  Material
Subsidiary  have not  received  notice of  default  with  respect to  any  other
material  agreement,  security or  contract, except  those  for which  a default
exists that is  not capable of being  cured with the payment  of money or as  to
which a good faith dispute exists.

     SECTION 6.13   Compliance with Applicable  Laws.  The  Company and, to  the
best of the Company's knowledge, each Material Subsidiary are in compliance with
the requirements of all  applicable laws, rules, regulations, and  orders of all
governmental  authorities  (federal, state,  local  or  foreign, and  including,
without  limitation, Environmental Laws and  Insurance Laws), a  breach of which
would  in  the  Company's  determination materially  and  adversely  affect  the
Company's  or  such  Material  Subsidiary's business,  operations  or  financial
condition, or the ability  of the Company  to perform its obligations  hereunder
and under the Related Documents to which it is a party.

     SECTION 6.14   Insurance.    The   Company,  in  its  sole   determination,
maintains adequate  general liability,  property and casualty  insurance for its
benefit under policies issued by insurers of recognized responsibility.

     SECTION 6.15   Solvency.     After  giving  effect   to  the   transactions
contemplated  hereby  and  by   the  Related  Documents,  the  Company   is  not
"insolvent", nor will the Company's incurrence of obligations to repay the Loans
render  the  Company "insolvent."   For  the purposes  of  this Section  6.15, a
corporation is "insolvent"  if (i) the "present fair  salable value" (as defined
below) of its assets  is less than the amount  that will be required to  pay its
probable  liability  on  its  existing debts  and  other  liabilities (including
contingent liabilities) as they  become absolute and matured; (ii)  the property
of the Company constitutes unreasonably  small capital for the Company to  carry
out its business as now conducted and as proposed to be conducted  including the
capital needs of the  Company; (iii) the Company intends to, or believes that it
will, incur debts beyond its  ability to pay such  debts as they mature  (taking
into account the timing and  amounts of cash to  be received by the Company  and
amounts to be  payable on or  in respect of  debt of the  Company), or the  cash
available to the Company after taking into account all other anticipated uses of
the  cash of  the Company  is anticipated  to be  insufficient  to pay  all such
amounts  on or in respect of debt of  the Company when such amounts are required
to  be paid;  or (iv)  the  Company believes  that final  judgments against  the
Company in actions for money damages will be  rendered at a time when, or in  an
amount  such that,  the Company  will be  unable to  satisfy any  such judgments
promptly  in  accordance  with their  terms  (taking  into  account the  maximum
reasonable amount  of  such  judgments in  any  such actions  and  the  earliest
reasonable time  (as determined  in the Company's  best judgment) at  which such
judgments might be rendered), or the  cash available to the Company after taking
into account  all other anticipated uses  of the cash of  the Company (including
the  payments on  or in  respect of  debt referred  to in  clause (iii)  of this
Section  6.15), is  anticipated to  be  insufficient to  pay all  such judgments
promptly in accordance with their terms.  For purposes of this Section 6.15, the
following  terms have the following meanings: (x)  the term "debts" includes any
legal liability,  whether matured or  unmatured, liquidated, absolute,  fixed or
contingent,  (y) the term  "present fair salable value"  of the Company's assets
means the amount which may be realized, within a reasonable  time (as determined
in the  Company's best  judgment), either  through  collection or  sale of  such
assets  at their regular  market value and  (z) the term  "regular market value"
means the amount which a capable and diligent businessman (as  determined in the
Company's best judgment)  could obtain  for the  property in  question within  a
reasonable  time  (as  determined  in  the  Company's  best  judgment)  from  an
interested  buyer who is willing  to purchase under  ordinary selling conditions
(as determined in the Company's best judgment).

     SECTION 6.16   Use of Proceeds.   The Company will use the  proceeds of the
Loans to  repay loans and  other obligations incurred  by the Company  under the
Revolving  Credit Agreement, the proceeds  of which loans  and other obligations
were used by  the Company primarily  for internal sales  investment and for  the
conversion of  the Company's 8%  Subordinated Convertible Debentures  (due 2000)
into common stock of the Company.

     SECTION 6.17   Subsidiaries.   The  Company has  no Subsidiaries  except as
listed on Schedule 6.17 hereto.


                                    SECTION 7
                                    COVENANTS

     Until all Liabilities of the  Company are paid in full, the  Company agrees
that,  unless  at any  time  the Majority  Banks  (except with  respect  to such
sections that expressly  require the written consent of all  of the Banks) shall
otherwise expressly consent in writing, it will:

     SECTION 7.1    Reports, Certificates and Other Information. Furnish to each
of the Banks:

          (a)  Annual Report.  On or before  the ninetieth (90th) day after each
of  the Company's fiscal  years, a  copy of  the consolidated  and consolidating
financial statements of the Company and its Subsidiaries (i) in the case of such
consolidated  statements,  prepared  in conformity  with  GAAP  and  audited and
certified  by independent  certified public  accountants of  recognized standing
selected  by the Company and (ii) in  the case of such consolidating statements,
prepared  based  upon unadjusted  per  book  entries in  the  Company's  and its
Subsidiaries' records, certified by an Authorized Officer.

          (b)  Interim Reports.  On  or before the forty-fifth (45th)  day after
the end of each  of the first three quarters of each fiscal year of the Company,
a copy of the  unaudited consolidated and consolidating financial  statements of
the  Company prepared  in  a manner  consistent  with the  financial  statements
referred to in  Section 7.1(a) hereof,  certified by an  Authorized Officer  and
consisting  of, at least,  balance sheets as  at the  close of such  quarter and
statements of earnings for such quarter and for the period from the beginning of
such fiscal year to the close of such quarter.

          (c)  Statutory Statements. Promptly upon the filing thereof, copies of
all Statutory  Statements required to be filed by the Company and each Principal
Insurance Subsidiary with or to  the insurance commission or department  of such
Person's respective state of domicile. 

          (d)  Reports  to SEC.   Promptly  upon the  filing or  making thereof,
copies  of each  Form 10-K  and Form 10-Q  made by  the Company  with or  to the
Securities and Exchange Commission.

          (e)  Certificates.  Simultaneously with  the furnishing of each annual
statement  and  each quarterly  statement provided  for in  this Section  7.1, a
certificate of the Chief Financial Officer or another Authorized Officer stating
that  no Event of  Default has occurred and  is continuing, or,  if there is any
such event, setting forth the details thereof and the action that the Company is
taking  or proposes to take with respect  thereto and setting forth computations
in  reasonable detail demonstrating compliance with each of the financial ratios
and restrictions set forth in this Section 7.

          (f)  Notice of  Default, Litigation  and ERISA Matters.  Promptly upon
learning of the occurrence of any of the following, written notice thereof which
describes the  same  and the  steps  being taken  by  the Company  with  respect
thereto:  (i) the occurrence of an Event of Default, (ii) the institution of, or
any  adverse  determination  in,   any  litigation,  arbitration  proceeding  or
governmental proceeding  in which any  injunctive relief is  sought or  in which
money damages  in excess  of $5,000,000 are  sought, (iii) the  occurrence of  a
material Reportable Event with respect to any Plan subject to Title IV of ERISA,
(iv) the institution of any material steps by the Company, the PBGC or any other
Person  to terminate any Plan subject to  Title IV of ERISA, (v) the institution
of any material steps by the Company or any ERISA Affiliate to withdraw from any
Plan subject to  Title IV of ERISA  which would result in material  liability to
the  Company, (vi) the failure to make  a material required  contribution to any
Plan if such  failure is sufficient to give rise to  a lien under Section 302(f)
of ERISA,  (vii) the taking of any material action  with respect to a Plan which
could  result  in the  requirement  that the  Company  furnish a  bond  or other
security  to the  PBGC or  such Plan,  (viii) the occurrence  of any  event with
respect to any Plan which  could result in the incurrence by the  Company of any
liability,  fine  or  penalty,  which  would   in  the  Company's  determination
materially and adversely affect the Company's business, operations  or financial
condition or the ability of the Company to perform its obligations hereunder and
under the Related Documents to  which it is a party, or (ix)  promptly after the
incurrence thereof, notice of any  material increase in the contingent liability
of the Company with respect to any postretirement Plan benefits.

          (g)  Other Information.   Such  other material information  concerning
the Company as any Bank may reasonably request from time to time.

     SECTION 7.2    Corporate  Existence and  Franchises.   Except  as otherwise
expressly  permitted  in  this  Agreement,  maintain  and  cause  each  Material
Subsidiary  to maintain in full force and  effect its separate existence and all
rights, licenses,  leases and franchises  reasonably necessary in  the Company's
sole discretion to the conduct of its and each Material Subsidiary's business.

     SECTION 7.3    Books, Records  and Inspections.   Maintain, and  cause each
Material Subsidiary to  maintain, books and records  in accordance with  GAAP in
all  material respects,  each Bank  to have  access to  the Company's  books and
records,  and permit each Bank,  upon seven (7)  days notice to  the Company, to
inspect the Company's properties and operations during normal business hours and
at reasonable intervals,  but no more frequently than  semi-annually if no Event
of Default has occurred.

     SECTION 7.4    Insurance.  Maintain, and  cause each Material Subsidiary to
maintain, such insurance as is required by law.

     SECTION 7.5    Taxes  and  Liabilities.    Promptly  pay,  and  cause  each
Material Subsidiary to  pay, when due all  taxes, duties, assessments  and other
liabilities (except such taxes, duties, assessments and other liabilities as the
Company or such Material  Subsidiary is diligently contesting in good  faith and
by  appropriate proceedings;  provided  that  the  Company  or  such    Material
Subsidiary  has provided for and  is maintaining adequate  reserves with respect
thereto in accordance  with GAAP), a  failure of which to  pay in the  Company's
determination materially  and adversely affects  the Company's or  such Material
Subsidiary's  business,  operations  or  financial condition  or  the  Company's
ability to perform its obligations hereunder and under  the Related Documents to
which it is a party.

     SECTION 7.6    Cash Flow Coverage.  Maintain either:

          (A)  a ratio of (x) the sum  of (i) Available Cash Flow plus  (ii) the
     Earnings of Pioneer Life Insurance Company of Illinois, National Group Life
     Insurance Company and  Continental Life  and Accident Company  to (y)  Debt
     Service Requirements equal to or greater than 1.35 to 1 at the end  of each
     fiscal  quarter, such  ratio to be  calculated for  the period  of the four
     fiscal quarters ending  on the most recent fiscal quarter  end prior to the
     date of computation, or

          (B)  a   ratio  of  (x)  Available  Cash  Flow  to  (y)  Debt  Service
     Requirements equal to or  greater than 1.00 to 1 at the  end of each fiscal
     quarter, such  ratio to be  calculated for  the period of  the four  fiscal
     quarters ending  on the most recent fiscal quarter end prior to the date of
     computation.

     SECTION 7.7    Net Worth.   Not permit the  Net Worth of the  Company to be
less than $112,000,000 at the end of each fiscal quarter of the Company.

     SECTION 7.8    Intentionally Omitted. 

     SECTION 7.9    Indebtedness.  Not, without the prior written consent of all
of  the Banks, incur  or permit to exist  any Indebtedness that  by its terms or
otherwise  is  senior in  right  of  payment  to  the  Liabilities,  except  (i)
Indebtedness incurred in connection with  Permitted Liens and (ii)  Indebtedness
hereinafter  incurred  that in  the  aggregate when  added to  all  other senior
Indebtedness incurred after the Closing Date does not exceed $5,000,000.

     SECTION 7.10   Risk-Based Capital.   Shall  cause each Principal  Insurance
Subsidiary  on  an individual  basis to  maintain  at all  times  Total Adjusted
Capital equal to or greater than 270% of Authorized Control Level RBC.

     SECTION 7.11   Real  Estate  Concentration.   Shall  cause  each  Principal
Insurance Subsidiary  on an individual  basis to  maintain at all  times a  Real
Estate Concentration Ratio equal to or less than 50%.

     SECTION 7.12   Investment  Quality.  Shall  cause each  Principal Insurance
Subsidiary  on an  individual basis  to maintain  at all  times a  ratio  of (x)
Non-Investment Grade Obligations  to (y) Total Invested Assets to be equal to or
less that 15%.

     SECTION 7.13   Intentionally Omitted.  

     SECTION 7.14   Insurance  Company  Leverage Ratio.    Shall  cause (a)  all
Principal Insurance Subsidiaries on a combined basis to maintain at all times an
aggregate Insurance Company Leverage Ratio of  greater than 8.33%, and (b)  each
Principal Insurance Subsidiary  on an individual basis to maintain  at all times
an Insurance Coverage Leverage Ratio of greater than 7.50%.

     SECTION 7.15   Insurance  Ratings.    Shall  cause each  of  the  following
Subsidiaries to maintain  at all times an insurance rating  from A.M. Best equal
to or better than the rating set forth opposite such Subsidiary's name:

               Subsidiary                         Rating

     Pioneer Life Insurance Company of Illinois           B
     Manhattan National Life Insurance Company            A-
     National Group Life Insurance Company                B

If A.M. Best shall cease to issue ratings for the above-referenced Subsidiaries,
the Banks  and  the  Company shall  negotiate  in good  faith  to agree  upon  a
substitute rating agency and after such substitute rating agency is agreed upon,
the  foregoing minimum ratings will be amended  to reflect the equivalent rating
by such substitute rating agency.

     SECTION 7.16   Intentionally Omitted.  

     SECTION 7.17   Change  in  Nature of  Business.   Not,  and not  permit the
Company and its Material Subsidiaries as a whole to, make any material change in
the nature  of  its business  carried on  as  of the  date  first stated  above,
provided, however,  the Company or  any Material Subsidiary may  make changes in
the nature of its business provided that any such  change made is related in any
way to the medical or insurance businesses.

     SECTION 7.18   Depository  Relationship.   The Company  shall maintain  its
primary depository and remittance relationship with the Banks.  Pursuant to such
primary depository and remittance relationship, the  Company shall maintain with
each Bank average available demand deposits  equal to the amount needed to cover
non-credit services provided by such Bank  to the Company and its  Subsidiaries,
such amount  to be determined according  to the published fee  schedules of such
Bank; provided, however, that the failure of the Company to maintain such amount
with  each Bank shall  not be  an Event  of Default under  this Agreement.   The
Company agrees that if the amount of available demand deposits maintained by the
Company with  such Bank  are insufficient  to equal the  amount needed  to cover
non-credit services provided by such Bank, then such Bank may charge the Company
a deficiency fee sufficient  to cover such non-credit services,  such deficiency
fee to  be determined according to the  published fee schedules of  such Bank or
the fees being charged to the Company at that time, whichever are less.

     SECTION 7.19   Employee  Benefit Plans.   Not  permit, and  not permit  any
ERISA Affiliate  to permit, any condition  to exist in connection  with any Plan
which might constitute  grounds for the  PBGC to  institute proceedings to  have
such Plan  terminated or a  trustee appointed to  administer such Plan;  and not
engage  in, or permit to exist or occur, or permit any ERISA Affiliate to engage
in, or permit to exist or occur, any other condition, event or  transaction with
respect to any Plan which would  result in the incurrence by the Company  or any
ERISA Affiliate of any liability, fine or penalty, which in either case would in
the  Company's  determination  materially  and adversely  affect  the  Company's
business, operations or  financial condition, or  the ability of the  Company to
perform its obligations hereunder and under the Related Documents to which it is
a party.

     SECTION 7.20   Use of Proceeds.  Not, and not permit any Subsidiary to, use
or permit the direct or  indirect use of any proceeds of or with  respect to the
Loans for the purpose, whether immediate, incidental or ultimate, of "purchasing
or carrying" (within the meaning of Regulation U) Margin Stock.

     SECTION 7.21   Other  Agreements.    Not,   and  not  permit  any  Material
Subsidiary to, enter into any agreement containing any  provision which would be
violated  or breached by the performance of the Company's obligations hereunder,
under any Related  Document or under any instrument or  document delivered or to
be delivered by the Company hereunder or thereunder or in connection herewith or
therewith or which would violate or breach any provision hereof or thereof or of
any such instrument or document.

     SECTION 7.22   Compliance  with Applicable  Laws.   Comply, and  cause each
Material Subsidiary to  comply, with  the requirements of  all applicable  laws,
rules, regulations, and orders of all governmental  authorities (federal, state,
local or  foreign, and  including,  without limitation,  Environmental Laws  and
Insurance  Laws), a  breach  of  which  would  in  the  Company's  determination
materially  and adversely  affect the  Company's or  such Material  Subsidiary's
business, operations or financial condition, or which would impair the Company's
ability to perform  its obligations hereunder and under the Related Documents to
which it is a party.


                                   SECTION 7A
                            UNRESTRICTED SUBSIDIARIES

     SECTION 7A.1   Unrestricted Subsidiaries.   The  Company may, from  time to
time, by written notice to each Bank, designate a Subsidiary  as an Unrestricted
Subsidiary (referred  to herein as  an "Unrestricted Subsidiary")  provided that
each of the following conditions is satisfied:

          (a)  the  proposed Unrestricted  Subsidiary  shall not  be a  Material
Subsidiary existing on the Closing Date;

          (b)  the  aggregate   Unrestricted  Subsidiary  Indebtedness   of  all
Unrestricted Subsidiaries, including the Unrestricted Subsidiary Indebtedness of
the proposed Unrestricted Subsidiary, shall not exceed $40,000,000;

          (c)  the  proposed Unrestricted  Subsidiary  shall have  no  financial
obligations, liabilities  or  dealings  of any  kind  with the  Company  or  any
Material   Subsidiary  of  the   Company,  except  for   (i)  ordinary  overhead
allocations,  (ii)  marketing agreements,  administration  agreements  and other
agreements  which the Company customarily  enters into with  its Subsidiaries so
long as the terms of such  agreements are no less favorable to the  Company than
the terms of agreements the Company enters into with its other Subsidiaries, and
(iii) other  customary inter-corporate  dealings so  long as the  terms of  such
dealings are no  less favorable to  the Company than  the terms of  dealings the
Company enters into with its other Subsidiaries; and

          (d)  the proposed  Unrestricted Subsidiary  shall not have,  permit to
exist  or incur  any undertaking,  indebtedness, obligation  or  other liability
pursuant to which recourse may be made to the Company or any Material Subsidiary
of  the Company,  and neither  the Company  nor any  Material Subsidiary  of the
Company shall be or  become a guarantor or surety of, or  otherwise be or become
responsible in any manner (whether by support agreement or agreement to purchase
any obligations, stock, assets, goods  or services, or to supply or  advance any
funds, assets, goods or services, or otherwise) with respect to any undertaking,
indebtedness,  obligation  or  other  liability of  such  proposed  Unrestricted
Subsidiary; provided,  however, that the proposed  Unrestricted Subsidiary shall
be  permitted to engage in the types  of transactions prohibited by this Section
7A.1(d), and the Company shall be permitted to provide guarantees  and sureties,
if  the Company's obligations  under such transactions,  guaranties and sureties
(i) are expressly subordinated to the Company's obligations under this Agreement
and (ii) shall  not exceed $2,000,000 in the aggregate  for any one Unrestricted
Subsidiary.

     SECTION 7A.2   Additional Unrestricted  Subsidiaries.  In  addition to  the
Unrestricted Subsidiaries designated pursuant to Section 7A.1 above, the Company
and the Majority Banks can agree to designate any Subsidiary  as an Unrestricted
Subsidiary.    Any  Unrestricted  Subsidiary  Indebtedness  of  an  Unrestricted
Subsidiary designated as such pursuant  to this  Section 7A.2 shall  be excluded
from  the  calculation of  the  aggregate  Unrestricted Subsidiary  Indebtedness
permitted pursuant to Section 7A.1.

     SECTION 7A.3   Effectiveness  of  Designation.    The  designation  by  the
Company of a  Subsidiary as  an Unrestricted Subsidiary  shall become  effective
five  (5) Business  Days after  the Company  delivers a  written notice  of such
designation to each Bank, which notice shall certify that all  of the conditions
set forth in Section 7A.1 have  been satisfied with respect to such Unrestricted
Subsidiary.  

     SECTION 7A.4   Effect  of Designation.    Other than  for  purposes of  the
financial statements referenced in Section  7.1 hereof, the assets, liabilities,
Unrestricted  Subsidiary Indebtedness,  income,  losses, cash  flow, net  worth,
liens  and  other  relevant  amounts  and  factors  concerning any  Unrestricted
Subsidiary  shall be excluded from  the computations referenced  in Sections 7.6
and  7.9  of this  Agreement  and, to  the extent  applicable,  the computations
referenced in Sections 7.10 through 7.16, inclusive, of this  Agreement, and the
Unrestricted Subsidiaries shall  not be subject to any  of the other limitations
or restrictions contained herein.



                                    SECTION 8
                         CONDITIONS TO MAKING THE LOANS

     SECTION 8.1    Conditions Precedent.   Each  Bank's obligation to  make its
Loan  is  subject  to the  satisfaction  of  each  of  the following  conditions
precedent:

          (a)  Fees and  Expenses.  The Company shall have paid all fees owed to
each  of the  Banks and reimbursed  each of the  Banks for all  expenses due and
payable hereunder on  or before the Closing Date including,  but not limited to,
ANB's counsel fees provided for in Section 10.4 to the extent such counsel shall
have requested payment of such fees.

          (b)  Documents.  Each Bank  shall have received all of  the following,
each  duly executed  and  delivered and  dated  the Closing  Date,  in form  and
substance satisfactory to each Bank:

          (i)  Agreement.   This Agreement,  executed by  the  Company and  each
     Bank.

          (ii) Note.  A Promissory Note, substantially in the  form of Exhibit A
     hereto,  with appropriate insertions, issued  to such Bank  and executed by
     the Company.

          (iii)     Resolutions.      Certified   copies   of   resolutions   of
     the Company's  Board  of  Directors  or  the  Executive  Committee  of  the
     Company's  Board  of  Directors  authorizing the  execution,  delivery  and
     performance  of this  Agreement  and the  Related  Documents to  which  the
     Company  is a party and any other  documents provided for herein or therein
     to be executed by the Company.

          (iv) Consents.    Certified copies  of  all  documents evidencing  any
     necessary corporate  action, consents  and governmental approvals,  if any,
     with  respect to  this  Agreement, the  Related  Documents, and  any  other
     documents provided for herein or therein to be executed by the Company.

          (v)  Incumbency  and Signatures.  A certificate of the Secretary or an
     Assistant  Secretary of the Company certifying  the names of the officer or
     officers of the  Company authorized to sign this  Agreement and the Related
     Documents to  which the Company is a party and any other documents provided
     for herein or therein to be executed by the Company, together with a sample
     of the  true signature of  each such officer.   Each Bank  may conclusively
     rely on each such certificate until formally advised  by a like certificate
     of any changes therein.

          (vi) Opinion  of Counsel.    Opinion of  the  general counsel  or  the
     assistant general counsel to  the Company in form and  substance reasonably
     satisfactory to each Bank.

          (vii)   Constitutive  Documents.   Certified copies  of  the Company's
     articles of incorporation and by-laws.

          (viii)    Good Standing  Certificates.  Certificates  of good standing
     for the Company in Delaware and Illinois and a certificate of the insurance
     commissioner or  similar official of  the jurisdiction of  incorporation of
     each  Principal  Insurance  Subsidiary as  to  the  good  standing of  such
     Principal Insurance Subsidiary.

          (ix) Other.  Such other documents as each Bank may reasonably request.

          (c)  No  Default.   No Event  of  Default shall  have occurred  and be
continuing  or will result from the making of  the Loans requested to be made on
the Closing Date.


                                    SECTION 9
                       EVENTS OF DEFAULT AND THEIR EFFECT

     SECTION 9.1    Events of Default.   Each of the  following shall constitute
an  Event  of Default  under  this  Agreement following  the  expiration  of any
applicable notice or cure period:

          (a)  Nonpayment of  the Loans.  Default in the payment when due of the
principal of or interest  on the Loans, or the  payment when due of any  fees or
any  other amounts  payable by  the Company  hereunder and  continuance of  such
default for five (5) Business Days after the applicable due date, or default  in
<PAGE>
the payment when due of the principal of or  interest on any loan made under the
Revolving Credit Agreement  or the Term Loan A Credit  Agreement, or the payment
when  due of  any fees or  any other  amounts payable  by the Company  under the
Revolving Credit Agreement or the Term  Loan A Credit Agreement, and continuance
of such default beyond the applicable grace period as set forth in the Revolving
Credit Agreement or the Term Loan A Credit Agreement, as the case may be.

          (b)  Nonpayment of  Other Indebtedness.   Default in the  payment when
due  (subject  to  any applicable  grace  period),  whether  by acceleration  or
otherwise, of  any other Indebtedness of,  or guaranteed by, the  Company or any
Material Subsidiary if the aggregate amount of any  such other Indebtedness that
is  accelerated or  due and  payable, or  that may  be accelerated  or otherwise
become due and  payable, by  reason of such  default is $5,000,000  or more,  or
default in  the performance  or observance of  any obligation or  condition with
respect to  any such  other Indebtedness  if the  effect of  such default is  to
accelerate   the  maturity  of  any  such  Indebtedness  or cause  any  of  such
Indebtedness of  $5,000,000 or more to  be prepaid, purchased or  redeemed or to
permit the holder or holders thereof, or  any trustee or agent for such holders,
to cause such Indebtedness of $5,000,000 or more to become due and payable prior
to its expressed maturity or to cause such Indebtedness of $5,000,000 or more to
be prepaid, purchased or redeemed.

          (c)  Bankruptcy  or  Insolvency.   The  Company  becomes insolvent  or
generally fails to pay, or admits in writing its general inability to pay, debts
as  they become  due; or  the Company  applies for,  consents to,  or acquiesces
in the appointment of,  a trustee, receiver or other custodian  for the Company,
or  any  property thereof,  or makes  a general  assignment  for the  benefit of
creditors; or,  in the absence  of such application, consent  or acquiescence, a
trustee,  receiver or  other custodian  is appointed  for the  Company or  for a
substantial part of the property  thereof and is not discharged within  60 days;
or any bankruptcy, reorganization, debt arrangement, or other case or proceeding
under  any bankruptcy  or  insolvency law,  or  any dissolution  or  liquidation
proceeding,  is commenced  in  respect  of the  Company,  and  if  such  case or
proceeding is not commenced by the Company, it is  consented to or acquiesced in
by  the Company or  remains for  60 days undismissed;  or the  Company takes any
corporate action to authorize, or in furtherance of, any of the foregoing or the
insurance commission or department of any Principal Insurance Subsidiary's state
of domicile takes any action against such  Principal Insurance Subsidiary or the
Company in connection with any of the foregoing.

          (d)  Specified  Noncompliance with  this  Agreement.   Failure by  the
Company to comply with or to perform under Section 7.2 (only with respect to the
maintenance  of  the  existence of  the  Company),  Sections  7.6 through  7.16,
inclusive, and Section 7.21  hereunder  and continuance of such failure for five
(5)  Business Days  after (i)  written notice  thereof to  the Company  from the
Majority Banks or (ii) any Authorized Officer of the Company knew or should have
known  of such  failure to  comply or  perform; provided,   however,  that, with
respect to  the  failure by  the Company  to  comply with  or to  perform  under
Sections 7.10 through 7.14, inclusive, the continuance  of such failure shall be
extended  from five (5) Business Days to thirty  (30) days if each Bank receives
written notice  from  the Company  prior  to the  expiration  of such  five  (5)
Business Day period  that such failure  is curable within  such thirty (30)  day
period.

          (e)  Other Noncompliance with this  Agreement.  Failure by the Company
to  comply  with  or  to  perform  any provision  of  this  Agreement  (and  not
constituting  an Event  of Default  under any  of the  other provisions  of this
Section 9) and continuance of such failure for sixty (60) days after (i) written
notice thereof  to the Company  from the Majority  Banks or (ii)  any Authorized
Officer of the Company knew of such failure to comply or perform.

          (f)  Representations and  Warranties.  Any  representation or warranty
made by  the  Company herein  or  in any Related  Document  is breached  in  any
material respect or  is known by the Company to have been false or misleading in
any material  respect  when  given,  or  any  schedule,  certificate,  financial
statement, report, notice, or other writing furnished by the Company to any Bank
is known by the Company to have been false or misleading in any material respect
on the date as of which the facts therein set forth are stated or certified.

          (g)  Employee Benefit Plans.  (i) Institution by the PBGC, the Company
or any ERISA Affiliate of steps to terminate a Plan subject to Title IV of ERISA
if as a result of such termination, the Company  or any ERISA Affiliate would be
required to make a material contribution to such Plan, or would incur a material
liability  or obligation to such Plan, (ii) occurrence of a contribution failure
with  respect to any Plan sufficient to give rise to a lien under Section 302(f)
of ERISA,  or (iii) incurrence of  any material liability (including  current or
potential  withdrawal liability)  by the  Company or  any  ERISA Affiliate  with
respect to any Multiemployer Plan.

          (h)  Judgments.  There  shall be  entered against the  Company one  or
more final  unappealable judgments  or decrees  in excess  of $5,000,000  in the
aggregate at any one time outstanding for the Company, excluding those judgments
or  decrees (i) that shall have been  stayed, vacated or bonded, (ii) that shall
have been outstanding less than 30 days from the entry thereof, (iii) for and to
the extent to which the Company is insured and with respect to which the insurer
specifically  has determined that it  shall assume responsibility  in writing or
(iv) for and to the extent to which the Company  is otherwise indemnified if the
terms of such indemnification are satisfactory to the Majority Banks.

     SECTION 9.2    Effect  of  Event  of Default.    If  any  Event of  Default
described  in Section  9.1(c) shall occur,  the Loans,  the Notes  and all other
Liabilities shall become immediately  due and payable, all without  presentment,
demand or  notice of  any kind,  all  of which,  except as  expressly set  forth
herein, are  hereby expressly waived  by the Company;  and, in  the case of  any
other  Event of  Default,  the Majority  Banks  may, by  written  notice to  the
Company, declare  the Loans, the Notes  and all other Liabilities to  be due and
payable,  whereupon the Loans, the Notes and  all other Liabilities shall become
immediately due  and payable, all without  presentment, demand or notice  of any
kind, all of which, except  as expressly set forth herein, are  hereby expressly
waived by the Company.


                                   SECTION 10
                                     GENERAL

     SECTION 10.1   Amendments  and  Waivers.   No  amendment or  waiver  of any
provision of this  Agreement or any other Related Document,  and no consent with
respect to any departure by the Company therefrom, shall be effective unless the
same shall be in writing  and signed by the Majority Banks, and, in  the case of
amendments, signed by  the Company, and then any such  waiver shall be effective
only in  the specific instance  and for  the specific purpose  for which  given;
provided, however, that no  such waiver, amendment, or consent  shall, unless in
writing and signed by all the Banks, and, in the case of an amendment, signed by
the Company, do any of the following:

          (a)  subject any Bank to any additional obligations;

          (b)  postpone  or delay any date  fixed for any  payment of principal,
interest, fees or other amounts  due to the Banks (or any of  them) hereunder or
under any other Related Document;

          (c)  reduce the principal of, or the rate of interest specified herein
on the  Loans, or of  any fees or other  amounts payable hereunder  or under any
other Related Document;

          (d)  change the percentage of the Commitments which  shall be required
for the Banks or any of them to take action hereunder; or

          (e)  amend this Section 10.1 or any provision providing for consent or
other action by all Banks.

     SECTION 10.2   Notices.    All  notices  hereunder  shall  be   in writing.
Notices given by mail  shall be deemed to have been given  (i) five (5) Business
Days  after the  date sent  if  sent by  registered  or certified mail,  postage
prepaid, (ii) the next Business Day if sent by overnight delivery service, (iii)
the day sent if sent by telecopy or telex if sent prior to 5:00 p.m. local  time
on  a Business Day, otherwise  the following day,  or (iv) the  day delivered if
sent by personal messenger, and:

          (a)   if to the Company, addressed to the Company at its address shown
below its signature hereto; or

          (b)   if to a Bank, addressed to such  Bank at the address shown below
its signature hereto; 

          or in  the case of  any party, such  other address  as such party,  by
written  notice  received by  the  other  parties to  this  Agreement,  may have
designated as its address for notices.

     SECTION 10.3   Accounting Terms; Computations.  Unless otherwise indicated,
all accounting terms  used herein  and not expressly  defined in this  Agreement
shall have the respective meanings given  to them in accordance with GAAP  as in
effect on  the Closing Date.   Where  the character  or amount of  any asset  or
liability or  item of  income or expense  is required to  be determined,  or any
consolidation  or other  accounting  computation is  required  to be  made,  for
purposes  of  this Agreement  such determination  or  calculation shall,  to the
extent applicable and except as otherwise  specified in this Agreement or agreed
to in writing by  the Majority Banks, be made in accordance with GAAP as then in
effect.

     SECTION 10.4   Costs, Expenses and Taxes.

          (a)  The Company agrees to pay within thirty (30) days after demand by
each  Bank  all  of such  Bank's  reasonable  out-of-pocket  costs and  expenses
(including  the  reasonable  fees  and  out-of-pocket  expenses  of  such Bank's
counsel)  in connection  with the  preparation, execution  and delivery  of this
Agreement, the Related Documents and all other instruments or documents provided
for  herein or delivered or to be  delivered hereunder or in connection herewith
(including, without limitation, all amendments, supplements and waivers executed
and delivered pursuant hereto or in connection herewith).

          (b)   The reasonable costs and  expenses which any Bank  incurs in any
manner  or way with respect to  the following shall be  part of the Liabilities,
payable by the Company within thirty (30) days after demand if at any time after
the date of this Agreement such Bank:  (i) reasonably employs counsel for advice
or other representation (A) to  represent such Bank in any  litigation, contest,
dispute,  suit or proceeding  or to   commence, defend  or intervene  or to take
any other action in or with respect to any litigation, contest, dispute, suit or
proceeding (whether  instituted by such Bank, any other Bank, the Company or any
other Person) in  any way or respect  relating to this Agreement  or the Related
Documents or  (B) to  enforce  any of  such Bank's  rights with  respect to  the
Company   under  this  Agreement   and  the   Related  Documents;   and/or  (ii)
reasonably seeks to enforce or enforces  any of such Bank's rights  and remedies
with respect to the Company under this Agreement and the Related Documents.

          (c)  All of the  Company's obligations  provided for  in this  Section
10.4 shall be Liabilities of the Company hereunder.

     SECTION 10.5   Indemnification.  In consideration  of each Bank's execution
and delivery  of this Agreement and  each Bank's agreement to  make and maintain
its Loan, the Company  hereby agrees to indemnify, exonerate and hold  such Bank
and each of its  officers, directors, employees and agents  (herein collectively
called  the  "Bank Parties"  and individually  called  a "Bank  Party") free and
harmless from  and against any and all actions, causes of action, suits, losses,
costs  (including, without limitation, all  documentary or other  stamp taxes or
duties),  liabilities   and  damages,  and  expenses   in  connection  therewith
(irrespective of whether  such Bank  Party is a  party to  the action for  which
indemnification hereunder is sought) (the "Indemnified Liabilities"), including,
without limitation,  reasonable attorneys'  fees and disbursements,  incurred by
such Bank Parties or any of them as a result of, or arising out of, or  relating
to (except  for such  Indemnified Liabilities  arising on  account of  such Bank
Party's gross negligence or willful misconduct):

          (a)   any transaction financed or to  be financed in whole or in part,
directly or indirectly, with the proceeds of the Loans;

          (b)       the   execution,   delivery,   performance,   administration
or enforcement  of this Agreement and  the Related Documents  in accordance with
their respective terms by any of such Bank Parties;

          (c)  any misrepresentation or breach of any representation or warranty
or covenant herein by the Company.

If and  to the extent  that the foregoing  agreements described in  this Section
10.5 may be unenforceable for any reason,  the Company hereby agrees to make the
maximum contribution  to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law.

     SECTION 10.6   Captions  and References.   The  recitals to  this Agreement
(except for definitions) and the section captions used in this Agreement are for
convenience only, and shall not affect the construction of this Agreement.

     SECTION 10.7   No Waiver;  Cumulative Remedies.  No failure to exercise and
no delay in exercising, on the part of the Banks or any Bank, any right, remedy,
power  or privilege hereunder, shall operate as  a waiver thereof; nor shall any
single or partial exercise  of any right,  remedy, power or privilege  hereunder
preclude any  other or further  exercise thereof  or the exercise  of any  other
right, remedy, power or privilege.

     SECTION 10.8   Governing Law; Jury Trial; Severability.  This Agreement and
each Note shall be a  contract made under and governed by the laws  of the State
of  Illinois, without regard to conflict of laws principles.  Wherever possible,
each provision of  this Agreement shall be  interpreted in such manner  as to be
effective and valid under applicable law, but if any provision of this Agreement
shall  be  prohibited by  or  invalid under  such law,  such provision  shall be
ineffective  only to  the  extent of  such  prohibition or  invalidity,  without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.   All  obligations of  the  Company and  rights of  each Bank,  which
obligations and rights are described herein or in the Note  issued to such Bank,
shall be  in addition to and  not in limitation of those  provided by applicable
law.

     THE COMPANY  HEREBY IRREVOCABLY WAIVES  ANY RIGHT TO  TRIAL BY JURY IN  ANY
ACTION OR PROCEEDING (i) TO ENFORCE OR DEFEND ANY  RIGHTS UNDER OR IN CONNECTION
WITH  THIS  AGREEMENT,  THE RELATED  DOCUMENTS,  THE  LOANS,  OR ANY  AMENDMENT,
INSTRUMENT,  DOCUMENT  OR AGREEMENT  DELIVERED  OR WHICH  MAY IN  THE  FUTURE BE
DELIVERED IN CONNECTION HEREWITH OR THEREWITH,  OR (ii) ARISING FROM ANY DISPUTE
OR CONTROVERSY  IN CONNECTION  WITH OR RELATED  TO THIS  AGREEMENT, THE  RELATED
DOCUMENTS,  THE LOANS, OR ANY SUCH AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT,
AND AGREES THAT ANY  SUCH ACTION OR COUNTERCLAIM SHALL  BE TRIED BEFORE A  COURT
AND NOT BEFORE A JURY.

____________________
Agreed and Acknowledged by the Company

     THE  COMPANY IRREVOCABLY  AGREES  THAT, SUBJECT  TO  EACH BANK'S  SOLE  AND
ABSOLUTE  ELECTION,  ANY ACTION  OR  PROCEEDING IN  ANY WAY,  MANNER  OR RESPECT
ARISING OUT  OF  THIS  AGREEMENT,  THE RELATED  DOCUMENTS,  THE  LOANS,  OR  ANY
AMENDMENT,  INSTRUMENT,  DOCUMENT OR  AGREEMENT DELIVERED  OR  WHICH MAY  IN THE
FUTURE  BE DELIVERED  IN CONNECTION HEREWITH  OR THEREWITH, OR  ARISING FROM ANY
DISPUTE  OR CONTROVERSY ARISING IN CONNECTION WITH OR RELATED TO THIS AGREEMENT,
THE RELATED DOCUMENTS, THE LOANS, OR ANY SUCH AMENDMENT, INSTRUMENT, DOCUMENT OR
AGREEMENT  SHALL BE  LITIGATED IN  THE COURTS  HAVING SITUS  WITHIN THE  CITY OF
CHICAGO,  THE STATE OF ILLINOIS, AND THE  COMPANY HEREBY CONSENTS AND SUBMITS TO
THE JURISDICTION OF  ANY LOCAL, STATE OR FEDERAL COURT  LOCATED WITHIN SUCH CITY
AND STATE.   THE COMPANY  HEREBY WAIVES  ANY RIGHT  IT MAY HAVE  TO TRANSFER  OR
CHANGE THE  VENUE OF ANY LITIGATION  BROUGHT AGAINST THE COMPANY BY  ANY BANK IN
ACCORDANCE WITH THIS SECTION 10.8.

     SECTION 10.9   Counterparts.     This  Agreement   and  any   amendment  or
supplement hereto or any waiver or consent granted in connection herewith may be
executed in  any number of counterparts and by the different parties on separate
counterparts and  each such counterpart shall  be deemed to be  an original, but
all such counterparts shall together constitute but one and the same Agreement.

     SECTION 10.10  Successors  and Assigns.    Subject to  Section 10.12,  this
Agreement  shall be binding  upon the  Company, each  Bank and  their respective
successors and assigns, and shall inure to the benefit of the Company, each Bank
and each  Bank's successors and  assigns.   The Company shall  have no right  to
assign its rights or delegate its duties under this Agreement.

     SECTION 10.11  Prior Agreements.   The terms  and conditions  set forth  in
this Agreement shall supersede  all prior negotiations, agreements, discussions,
correspondence,  memoranda and understandings  (whether written or  oral) of the
Company  and the  Banks concerning  or relating  to the  subject matter  of this
Agreement.

     SECTION 10.12  Assignments; Participations.   (a) Each Bank shall have  the
right to assign,  with the written  consent of the Company,  which shall not  be
unreasonably withheld, to any Affiliate of such Bank and to one or more banks or
other financial  institutions, all or  a portion of  its rights  and obligations
under  this Agreement (including,  without limitation, all  or a portion  of its
Loan and the Note issued to such  Bank) and the Related Documents.  For purposes
of this Section,  it shall not be  unreasonable for the Company  to withhold its
consent to a proposed assignee if, as a result of such proposed  assignment, any
one Bank's  Commitment Percentage would be  in excess of fifty  percent (50%) or
there would be more than six  (6) banks or financial institutions party  to this
Agreement.   Upon  any such  assignment, (x) the assignee  shall become  a party
hereto and, to the extent of such assignment, have all rights and obligations of
such Bank hereunder and under the Related Documents and (y) such  Bank shall, to
the extent  of such assignment, relinquish  its rights and be  released from its
obligations  hereunder  and under  the Related  Documents.   The  Company hereby
agrees to execute and deliver such documents, and to take such other actions, as
such  Bank may  reasonably  request  to accomplish  the  foregoing.   Upon  such
assignment, this Agreement shall be deemed to be amended to the extent, but only
to  the  extent, necessary  to  reflect the  addition  of the  assignee  and the
resulting adjustment of the Commitment Percentages arising therefrom.  

          (b)  In addition  to the  assignments permitted in  clause (a) of this
Section 10.12, each Bank  and any assignee pursuant  to  clause (a)  above shall
have the right with the  written consent of the Company to  grant participations
to one  or more banks  or other financial  institutions in or  to its  Loan, the
Related Documents,  and the Note  held by such  Bank or such  assignee, provided
that (i) each Bank's obligations under this Agreement shall remain unchanged and
(ii)  the Company shall continue to deal  solely and exclusively with such Bank.
No  holder  of a  participation  in  all or  any  part of  a  Loan,  the Related
Documents, or  any Note shall  have any  rights under this  Agreement; provided,
however,  that, to  the extent  permitted by  applicable law,  each holder  of a
participation shall have the same rights as each Bank under Section 5.3.

          (c)  The Company hereby  consents to the disclosure of any information
obtained in connection herewith (i) by each Bank, to any bank or other financial
institution which is an assignee or potential assignee with respect to which the
Company has given its written consent pursuant to clause (a)  above, and (ii) by
each Bank and  any assignee pursuant to  clause (a) above, to any  bank or other
financial  institution which  is  a participant  or  potential participant  with
respect  to  which  the Company  has  given  its  written  consent  pursuant  to
clause (b) above,  it being understood  that each  Bank and each  assignee shall
advise any  such bank or other  financial institution of its  obligation to keep
confidential  any nonpublic  information  disclosed   to  it  pursuant  to  this
Section 10.12 .

     SECTION 10.13  Confidentiality.  Each   Bank  agrees  to  take  normal  and
reasonable  precautions and exercise due care to maintain the confidentiality of
all information  provided to it by the Company in connection with this Agreement
or any other Related  Document, and neither it  nor any of its Affiliates  shall
use any such information for any purpose or in any manner other than pursuant to
the terms contemplated by  this Agreement, except to the extent such information
(i) was or becomes generally available to the public other than as a result of a
disclosure by such Bank, or (ii)  was or becomes available on a non-confidential
basis  from a source other  than the Company,  provided that such  source is not
bound  by a  confidentiality  agreement with  the  Company known  to  such Bank;
provided,  further, however, that any  Bank may disclose such information (A) at
the request  or pursuant to  any requirement  of any governmental  or regulatory
authority to which such Bank is subject or in connection  with an examination of
such  Bank by  any  such authority;  (B)  pursuant to  subpoena  or other  court
process,  provided that, if it is  lawful to do so, such  Bank shall give prompt
notice to  the  Company of  service  thereof so  that  the Company  may  seek  a
protective  order or  other  appropriate remedy  or  waive compliance  with  the
provisions of this Section 10.13; (C) when required to  do so in accordance with
the  provisions  of  any  applicable  requirement  of  law; (D)  to  the  extent
reasonably required in connection with any litigation or proceeding to which any
Bank or their respective Affiliates  may be party, (E) to the  extent reasonably
required in  connection with the exercise  of any remedy hereunder  or under any
other Related  Document, and (F) to  such Bank's independent auditors  and other
professional  advisors provided  that each  such entity  agrees to  maintain the
confidentiality of such information pursuant to the terms of this Section.

     SECTION 10.14  Credit Decision.   Each Bank expressly  acknowledges that no
other Bank has made any representation or warranty to  it and that no act by any
other Bank hereinafter taken, including any review of the affairs of the Company
and  its Subsidiaries,  shall  be deemed  to  constitute any  representation  or
warranty  by such other  Bank to any  Bank.   Each Bank represents  to the other
Banks that it  has independently and without reliance upon  such other Banks and
based on such documents and  information as it has deemed appropriate,  made its
own appraisal of  and investigation  into the  business, prospects,  operations,
property,  financial and other condition and creditworthiness of the Company and
its  Subsidiaries, and  all  applicable  bank  regulatory  and  other  laws  and
regulations  relating to the transactions contemplated thereby, and made its own
decision  to enter  into  this  Agreement  and  extend  credit  to  the  Company
hereunder.  Each Bank  also represents that it  will, independently and  without
reliance upon  the other Banks and based on such documents and information as it
shall deem  appropriate at the time,  continue to make its  own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other  Related  Documents,  and to  make  such investigations  as  it  deems
necessary  to inform itself as to the business, prospects, operations, property,
financial  and other  condition  and creditworthiness  of  the Company  and  its
Subsidiaries.   No  Bank shall have  any duty  or responsibility  to provide any
other  Bank  with  any credit  or  other  information  concerning the  business,
prospects,   operations,   property,   financial    and   other   condition   or
creditworthiness of the Company which may come into the possession of such Bank.


      IN WITNESS WHEREOF, the Company  and each Bank have caused this  Agreement
to be executed and delivered as of the day and year first above written.

                              THE COMPANY:

                              PIONEER FINANCIAL SERVICES, INC.


                              By:                                               
 
                              Title:                                            
 

                              1750 Golf Road
                              Schaumburg, Illinois 60101
                              Attention:  David Vickers
                                            Val Rajic
                              Telephone:  (708) 995-0400
                              Telecopy:   (708) 413-7195

                              THE BANKS:

COMMITMENT:                   AMERICAN NATIONAL BANK AND TRUST
$1,930,435                         COMPANY OF CHICAGO


                              By                                                

                                  Vice President

                              33 North LaSalle Street
                              Chicago, Illinois 60690
                              Attention:  Arthur W. Murray
                              Telephone:  (312) 661-6943
                              Telecopy:   (312) 661-6675


$965,217                      FIRSTAR BANK MILWAUKEE, N.A.


                              By                                                

                              Title:                                            
 

                              777 East Wisconsin Avenue
                              Milwaukee, Wisconsin 53202
                              Attention:  Azad J. Virani
                              Telephone: (414) 765-6932
                              Telecopy:  (414) 765-6236


$4,826,087                    BANK ONE, ROCKFORD, NA


                              By                                                
 
                              Title:                                            
 

                              East State at Mulford Road
                              Rockford, Illinois 61110-4900
                              Attention: Robert Opperman
                              Telephone: (815) 962-3771
                              Telecopy: (815) 394-1889

$3,378,261                    LASALLE NATIONAL BANK



                              By                                                
 
                              Title:                                            
 

                              120 South LaSalle Street
                              Chicago, Illinois 60603
                              Attention:     James C. Tucker
                              Telephone:  (312) ___-____
<PAGE>
                              Telecopy:  (312) ___-____



                                                                    Schedule 5.1


                        Wire Transfer/Account Information


American National Bank and
 Trust Company of Chicago
ABA #: 071000770
Account No.: 4069692
Reference: Pioneer Term Loan B


Firstar Bank Milwaukee, N.A.
ABA #: 075000022
Reference:  Pioneer Term Loan B


Bank One, Rockford, NA
ABA #: 071900401
Reference:  Pioneer Term Loan B


LaSalle National Bank
ABA #: _______________
Reference:  Pioneer Term Loan B





                                                                   Schedule 6.11


                                 Tax Liabilities


                                      None



                                                                   Schedule 6.17



                                  Subsidiaries


Principal Insurance Subsidiaries




Insurance Subsidiaries




Other Subsidiaries