THIRD AMENDMENT TO GUARANTY AGREEMENT

     This Third Amendment to Guaranty  Agreement (the "Amendment") is made as of
this 17th day of April, 2000 by and among ASCENT ASSURANCE, INC. (formerly known
as  Westbridge  Capital  Corp.) (the  "Guarantor"),  and LASALLE  BANK  NATIONAL
ASSOCIATION (formerly known as LaSalle National Bank) (the "Bank").

                               W I T N E S S E T H

     WHEREAS,  the Guarantor  and the Bank are parties to that certain  Guaranty
Agreement,  dated as of June 6, 1997, as amended by that certain First Amendment
to Guaranty  Agreement,  dated as of March 24, 1999, as further  amended by that
certain  Second  Amendment  to  Guaranty  Agreement,  dated as of July 20,  1999
(collectively, the "Guaranty Agreement"); and

     WHEREAS,  the parties  desire to further amend the Guaranty  Agreement,  as
more fully set forth herein.

     NOW, THEREFORE,  in consideration of the mutual agreements herein contained
and other  good and  valuable  consideration,  the  adequacy  of which is hereby
acknowledged, and subject to the terms and conditions hereof, the parties hereto
agree as follows:

     SECTION 1. DEFINITIONS.  Unless otherwise  defined herein,  all capitalized
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terms shall have the meaning given to them in the Guaranty Agreement.

     SECTION 2. AMENDMENTS TO GUARANTY AGREEMENT.
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     2.1 The definition of  "Consolidated  GAAP Net Worth" in Section 1.2 of the
Guaranty  Agreement is hereby  deleted in its  entirety  and  replaced  with the
following in its stead:

"Consolidated  GAAP Net Worth" means the sum of (a) the common capital stock and
preferred  capital stock (including  mandatorily  redeemable  preferred  capital
stock) and additional paid-in capital of the Guarantor and its Subsidiaries on a
consolidated  basis,  plus  (without  duplication)  (b) the  amount of  retained
earnings  (inclusive of Deferred Revenues) (or, in the case of a deficit,  minus
the  deficit),  minus (c) treasury  stock,  plus or minus (d) any other  account
which is  customarily  added or deducted  in  determining  stockholders'  equity
(without  giving  effect to any  increase or decrease to  Consolidated  GAAP Net
Worth  attributable  to the  application  of SFAS No. 115 and 130), all of which
shall be determined on a consolidated basis in accordance with GAAP."

     SECTION 3. CONDITIONS  PRECEDENT.  The  effectiveness  of this Amendment is
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expressly conditioned upon satisfaction of the following conditions precedent:

     3.1 The Bank shall have received  copies of this Amendment duly executed by
the Guarantor.

     3.2 The Bank shall have received  such other  documents,  certificates  and
assurances as it shall reasonably request.

     SECTION 4.  REAFFIRMATION  OF THE GUARANTOR.  The Guarantor hereby ratifies
and  reaffirms  that  certain  Guaranty  Agreement  and  each of the  terms  and
provisions  contained therein,  and agrees that the Guaranty Agreement continues
in full force and effect following the execution and delivery of this Amendment.
The Guarantor  represents  and warrants to the Bank that the Guaranty  Agreement
was, on the date of the execution and delivery thereof, and continues to be, the
valid and binding obligation of the Guarantor enforceable in accordance with its
terms and that the Guarantor has no claims or defenses to the enforcement of the
rights and remedies of the Bank under the Guaranty Agreement.

     SECTION 5.  COUNTERPARTS.  This  Amendment  may be  executed in two or more
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counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same document.

                            [SIGNATURE PAGE FOLLOWS]






     IN WITNESS WHEREOF,  the parties hereto have executed this Amendment on the
day and year specified above.

                             ASCENT ASSURANCE, INC.

                             By: /s/ Patrick J. Mitchell
                             Name: Patrick J. Mitchell
                             Title: Chairman of the Board and Chief Executive
                                     Officer

                             LASALLE BANK NATIONAL ASSOCIATION

                             By: /s/ Janet R. Gates
                             Name: Janet R. Gates
                             Title: Senior Vice President