ELEVENTH AMENDMENT
                                       TO
                     REVOLVING CREDIT AND SECURITY AGREEMENT




                  ELEVENTH AMENDMENT ("Eleventh Amendment") dated as of March
21, 1997 to Revolving Credit and Security Agreement dated as of May 13, 1994 (as
amended and waived to the dated hereof and as may be further amended,
supplemented, modified or waived from time to time, the "Loan Agreement") by and
among ALLSTATE FINANCIAL CORPORATION, a corporation organized under the laws of
the Commonwealth of Virginia ("Borrower"), IBJ SCHRODER BANK & TRUST COMPANY
("IBJS"), the other lenders party to the Loan Agreement (IBJS, and each of the
other lenders which may now or in the future be a party to the Loan Agreement,
the "Lenders") and IBJS, as agent for the Lenders (IBJS, in such capacity, the
"Agent").


                                   BACKGROUND


                  Borrower has requested that Agent and Lenders amend certain
provisions of the Loan Agreement and Agent and Lenders are willing to do so on
the terms and conditions hereafter set forth.

                  NOW, THEREFORE, in consideration of any loan or advance or
grant of credit heretofore or hereafter made to or for the account of Borrower
by Lenders, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

                  1.       DEFINITIONS.  All capitalized terms not otherwise
defined herein shall have the meanings given to them in the Loan
Agreement.

                  2.       AMENDMENTS TO LOAN AGREEMENT.  Subject to
satisfaction of the conditions set forth in Section 3 below, the
Loan Agreement is hereby amended as follows:

                  (a) The definition of "MAXIMUM ADDITIONAL EQUIPMENT VALUE
         ADVANCE AMOUNT" appearing in Section 1.2 of the Loan Agreement is
         hereby amended by deleting the date "April 1, 1996" appearing therein
         and inserting in lieu thereof the date "May 13, 1997".

                  (b) Section 2.2(A) of the Loan Agreement is hereby amended by
         deleting the date "March 31, 1997" appearing therein and inserting in
         lieu thereof the date "May 13, 1997".

                  3.       CONDITIONS OF EFFECTIVENESS.  This Eleventh
Amendment shall become effective as of the date first above written
(the "Eleventh Amendment Effective Date") upon receipt by Agent of


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a copy of this Eleventh Amendment duly executed by Borrower and each Lender and
consented to by each of the Guarantors.

                  4.       REPRESENTATIONS AND WARRANTIES.   Borrower hereby
represents and warrants as of the Eleventh Amendment Effective Date
as follows:

                  (a) This Eleventh Amendment and the Loan Agreement, as amended
         and waived hereby, constitute the legal, valid and binding obligations
         of Borrower and are enforceable against Borrower in accordance with
         their respective terms.

                  (b) After giving effect to this Eleventh Amendment, Borrower
         hereby reaffirms all covenants, representations and warranties made in
         the Loan Agreement and the Security Agreement and agrees that all such
         covenants, representations and warranties shall be deemed to have been
         remade as of the Eleventh Amendment Effective Date.

                  (c) No Event of Default or Default has occurred and is
         continuing or would exist, in each case, after giving effect to this
         Eleventh Amendment.

                  (d)      Borrower has no defense, counterclaim or offset to
         the Obligations.

                  5.       EFFECT ON THE LOAN AGREEMENT.

                  (a) Upon the effectiveness of SECTION 2 hereof, each reference
         in the Loan Agreement to "this Agreement," "hereunder," "hereof,"
         "herein" or words of like import shall mean and be a reference to the
         Loan Agreement as amended hereby.

                  (b) Except as specifically amended hereby, the Loan Agreement
         and all other documents, instruments and agreements executed and/or
         delivered in connection therewith, shall remain in full force and
         effect, and are hereby ratified and confirmed.

                  (c) Except as expressly set forth herein, the execution,
         delivery and effectiveness of this Eleventh Amendment shall not operate
         as a waiver of any right, power or remedy of Agent and Lenders, nor
         constitute a waiver of any provision of the Loan Agreement or any other
         documents, instruments or agreements executed and/or delivered under or
         in connection therewith.

                  6.       GOVERNING LAW.  This Eleventh Amendment shall be
binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns and shall be governed by
and construed in accordance with the laws of the State of New York.



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                  7.       HEADINGS.        Section headings in this Eleventh
Amendment are included herein for convenience of reference only and
shall not constitute a part of this Eleventh Amendment for any
other purpose.

                  8.       COUNTERPARTS; TELECOPY SIGNATURES.  This Eleventh
Amendment may be executed by the parties hereto in one or more
counterparts, each of which taken together shall be deemed to constitute one and
the  same  instrument.   Any  signature   delivered  by  a  party  by  facsimile
transmission shall be deemed to be an original signature hereto.

                  IN WITNESS WHEREOF, the parties hereto, by their duly
authorized officers, have executed this Eleventh Amendment as of the day and
year first above written.

                            IBJ SCHRODER BANK & TRUST
                          COMPANY, as Agent and Lender


                       By
                         Name:
                         Title:

                       NATIONAL BANK OF CANADA, a
                       Lender


                       By
                         Name:
                         Title:


                       By
                         Name:
                         Title:



                       ALLSTATE FINANCIAL CORPORATION


                       By
                         Name:           Craig Fishman
                         Title:          President





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CONSENTED AND AGREED TO:

LIFETIME OPTIONS, INC., A
VIATICAL SETTLEMENT COMPANY


By
  Name:           Craig Fishman
  Title:          President

PREMIUM SALES NORTHEAST, INC.



By
  Name:           Craig Fishman
  Title:          President

SETTLEMENT SOLUTIONS, INC.



By                                               
  Name:           Craig Fishman                  
  Title:          President                      

RECEIVABLE FINANCING CORPORATION


By
  Name:           Craig Fishman
  Title:          President

BUSINESS FUNDING OF FLORIDA, INC.


By
  Name:           Craig Fishman
  Title:          President

BUSINESS FUNDING OF AMERICA, INC.


By
  Name:           Craig Fishman
  Title:          President

AFC HOLDING CORPORATION


By
  Name:           Craig Fishman
  Title:          President