IBJ WHITEHALL BUSINESS CREDIT CORPORATION
                                ONE STATE STREET
                            NEW YORK, NEW YORK 10004

                                                          As of October 29, 1999

Allstate Financial Corporation
2700 South Quincy Street
Arlington, Virginia 22206

                  Re:      Forbearance Agreement

Gentlemen:

         Reference is made to that  certain (i) Amended and  Restated  Revolving
Credit  and  Security   Agreement  dated  as  of  May  17,  1997,  (as  amended,
supplemented or otherwise  modified 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 WHITEHALL  BUSINESS CREDIT
CORPORATION  ("IBJWBCC")  and NATIONAL BANK OF CANADA  ("NBC")  (IBJWBCC and NBC
each a "Lender" and  collectively  the  "Lenders")  and IBJWBCC as agent for the
Lenders (IBJWBCC, in such capacity,  the "Agent") and (ii) Forbearance Agreement
dated as of August 1, 1999 among Agent, Lenders, Borrower and the Guarantors (as
amended,   modified  or  supplemented   from  time  to  time  the   "Forbearance
Agreement"), pursuant to which Agent agreed, among other things, to forbear from
exercising  any  remedies  under the Loan  Agreement  until  October  31,  1999.
Capitalized terms not otherwise defined herein shall have the meanings set forth
in the Loan Agreement or the Forbearance Agreement.

         Borrower  has advised  Agent that its will not be able to complete  the
sale of its asset based  lending  business by October 31, 1999 (the "ABL Sale").
In order to  assist  Borrower  in  completing  the ABL Sale and  paying  off the
Obligations in full, Borrower has requested Agent to, among other things, extend
the  Forbearance  Period to November 30, 1999, and Agent and Lenders are willing
to do so upon the terms herein stated.

         Subject to the  satisfaction  of the conditions  precedent set forth in
paragraph 5 hereof, the parties hereby agree as follows:

         1. Borrower affirms and acknowledges that (i) as of the end of business
on the date hereof there is due and owing to Agent and  Lenders,  under the Loan
Agreement  (after  giving  effect  to the  proceeds  of the  Factoring  Sale  as
hereafter defined),  approximately $2,427,523.78 in principal amount of Advances
(inclusive of the undrawn amount of outstanding Letters of Credit) together with
accrued interest  thereon and costs and expenses;  (ii) all such Obligations are
valid  obligations  of Borrower and there are no claims,  setoffs or defenses to
the payment by Borrower of the Obligations; and (iii) the Loan Agreement and the
Other  Documents  are  and  shall  continue  to  be  legal,  valid  and  binding
obligations  and  agreements of Borrower  enforceable  in accordance  with their
respective terms.

         2.  The  Forbearance   Period  set  forth  in  paragraph  4(i)  of  the
Forbearance Agreement is hereby extended to November 30, 1999.

         3. The Maximum Revolving Advance Amount shall equal $3,500,000.

         4.  Effective on the date hereof,  Advances  shall bear interest at the
Revolving  Interest Rate plus two percent (2%).  Upon the  occurrence and during
the continuance of a Forbearance  Default  (including if the Obligations are not
repaid in full by the end of the  Forbearance  Period),  the Advances shall bear
interest at the applicable  Revolving Interest Rate plus four and three quarters
percent (4.75%).

         5. This amendment  shall become  effective upon the receipt by Agent of
each of the following:  (i) four (4) copies of this amendment signed by Borrower
and each  Guarantor,  (ii) a forbearance  extension fee payable to Agent for the
ratable  benefit  of  Lenders  equal to  $20,000,  which fee shall be charged to
Borrower's Account on the date hereof and (iii) an administration fee payable to
Agent for its own account and not for the benefit of Lenders equal to $5,000.

         Except  as  specifically  amended  herein,  the  Loan  Agreement,   the
Forbearance  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.

         Kindly  acknowledge  your agreement with the foregoing by signing where
indicated  below.  This  agreement  may  be  executed  in any  number  of and by
different parties hereto on separate counterparts, all of which when so executed
shall be deemed an original, but all such


<PAGE>


counterparts  shall  constitute  one  and  the  same  agreement.  Any  signature
delivered  by a party via  facsimile  transmission  shall be deemed an  original
signature hereto.

Very truly yours,

IBJ WHITEHALL BUSINESS CREDIT CORPORATION, as Agent and as Lender

By: /s/
Name: Adam Moskowitz
Title: Vice President

NATIONAL BANK OF CANADA, as Lender

By: /s/
Name: Michael Williams
Title: Vice President

ACKNOWLEDGED AND AGREED TO:

ALLSTATE FINANCIAL CORPORATION

By: /s/
Name: C. Fred Jackson
Title: Senior Vice President

LIFETIME OPTIONS, INC., A VIATICAL SETTLEMENT COMPANY

By: /s/
Name: C. Fred Jackson
Title: Senior Vice President

SETTLEMENT SOLUTIONS, INC.

By: /s/
Name: C. Fred Jackson
Title: Senior Vice President

AFC HOLDING CORPORATION

By: /s/
Name: C. Fred Jackson
Title: Senior Vice President

PREMIUM SALES NORTHEAST, INC.

By: /s/
Name: C. Fred Jackson
Title: Senior Vice President

BUSINESS FUNDING OF AMERICA, INC.

By: /s/
Name: C. Fred Jackson
Title: Senior Vice President

RECEIVABLE FINANCING CORPORATION

By: /s/
Name: C. Fred Jackson
Title: Senior Vice President

BUSINESS FUNDING OF FLORIDA, INC.

By: /s/
Name: C. Fred Jackson
Title: Senior Vice President