FIRST AMENDMENT TO
                           THIRD AMENDED AND RESTATED
                         RECEIVABLES PURCHASE AGREEMENT 



     This  First Amendment  to Third Amended  and Restated  Receivables Purchase
Agreement, dated as of April 15,  1996, is by and between DESIGN  BENEFIT PLANS,
INC., an Illinois corporation (the  "Seller"), and NATIONAL FUNDING CORPORATION,
a Delaware corporation (the "Buyer").

                              W I T N E S S E T H:

     WHEREAS, the Seller and the Buyer entered into a Third Amended and Restated
Receivables  Purchase Agreement,  dated as  of November  1, 1995  (the "Purchase
Agreement"); and

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

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

1.   AMENDMENT.

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

          "(f)   ADVANCE RATE.   The Seller  will not increase  its advance
     rate with  respect to Receivables (i) to an amount in excess of 75% of
     the annualized first-year  commissions at  the point of  sale, less  a
     holdback  of 15%  for  chargebacks, for  Persons  engaged by  Seller's
     Advance Benefit Concepts division, (ii) to an amount  in excess of 75%
     of  the annualized  first-year  commissions  at  the point  of  policy
     issuance  with  respect  to Markman  and  any  agent  of Pioneer  Life
     assigned  to  Markman, (iii)  to an  amount in  excess  of 80%  of the
     annualized first-year commissions at the point of policy issuance with
     respect to  any CNL  Managing General  Agent or any  agent of  any CNL
     Managing General Agent, or (iv)  to an amount in excess of  50% of the
     annualized first-year commissions at the point of sale or in excess of
     100% of the annualized  first-year commissions at the point  of policy
     issuance for Persons other than those referred to in clauses (i), (ii)
     and (iii) of this subsection and the Seller will not make any advances
     against renewal commissions  without the  consent of the  Buyer.   The
     Seller will not make any advances with respect to Receivables prior to
     the point of submission  of policy application or the  point of policy
     issuance, as  applicable,  except  as  set forth  in  this  subsection
     5.2(f)."

2.   MISCELLANEOUS.

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

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

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

                                   DESIGN BENEFIT PLANS, as Seller



                                   By:_________________________________________
                                   Title:______________________________________

                                   NATIONAL FUNDING CORPORATION, as Buyer



                                   By:__________________________________________
                                   Title:______________________________________


                               CONSENT OF L/C BANK


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


Dated as of April 15, 1996

                                   AMERICAN NATIONAL  BANK AND TRUST  COMPANY OF
                                   CHICAGO



                                   By:_________________________________________
                                   Title:   Vice President


                           CONSENT OF L/C PARTICIPANTS

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


Dated as of April 15, 1996


                                   LASALLE NATIONAL BANK



                                   By:_________________________________________
                                   Title:______________________________________

                                   FIRSTAR BANK MILWAUKEE, N.A.



                                   By:_________________________________________
                                   Title:______________________________________