THIRD AMENDMENT TO CREDIT AGREEMENT


     This Third  Amendment to Credit  Agreement (the  "Amendment") is made as of
this 30th day of November,  2000,  to be effective as of September  30, 2000, by
and among ASCENT  FUNDING,  INC.  (the  "Borrower"),  and LASALLE BANK  NATIONAL
ASSOCIATION (the "Bank").

                              W I T N E S S E T H:

     WHEREAS,  the  Borrower  and the Bank are  parties to that  certain  Credit
Agreement,  dated as of June 6, 1997, as amended by that certain First Amendment
to Credit  Agreement,  dated as of September 8, 1998, and as further  amended by
that certain Second Amendment to Credit  Agreement,  dated as of August 12, 1999
(collectively, the "Credit Agreement); and

     WHEREAS,  there has been a  redomestication  of  National  Foundation  Life
Insurance  Company and Freedom Life  Insurance  Company of America from Delaware
and Mississippi, respectively, to Texas; and

     WHEREAS, the parties desire to further amend the Credit 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 I. DEFINITIONS.  Unless otherwise defined herein,  all capitalized terms
           ------------
shall have the meaning given to them in the Credit Agreement.


SECTION II. AMENDMENTS TO CREDIT AGREEMENT.

     2.1 The  definition  of "FLICA" in Section 1.1 of the Credit  Agreement  is
hereby deleted in its entirety and replaced with the following in its stead:

     "  "FLICA"  means  Freedom  Life  Insurance  Company  of  America,  a Texas
         -----
Corporation."

     2.2 The  definition  of "NFL" in  Section  1.1 of the Credit  Agreement  is
hereby deleted in its entirety and replaced with the following in its stead:







     "NFL"  means  National   Foundation   Life  Insurance   Company,   a  Texas
      ---
Corporation."

     2.3 The definition of "Revolving Loan  Termination  Date" in Section 1.1 of
the Credit  Agreement is hereby amended by deleting "June 5, 2001" and inserting
"June 5, 2002" in its stead.

     2.4 Section 3.4 of the Credit  Agreement is hereby  amended by inserting ",
FLICA" after "NFL" and before "and NFIC" in the fourth line of Section 3.4.

     2.5 Section 7.10 of the Credit  Agreement is hereby deleted in its entirety
and replaced by inserting the following in its stead:

     "Minimum  Consolidated  GAAP Net Worth. At any time during the term hereof,
permit  Consolidated  GAAP Net Worth of the Borrower and its  Subsidiaries to be
less  than an  amount  equal to the sum of (a)  $5,500,000,  plus (b) 50% of any
cumulative  positive Net Income of the Borrower  and its  Subsidiaries  for each
fiscal quarter  following the fiscal  quarter ending  December 31, 2000 plus (c)
Deferred Revenues as of the end of the most recent fiscal quarter."

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

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

     3.2 The Bank shall have  received a renewal  fee of $10,000  (the  "Renewal
Fee"), which Renewal Fee shall be deemed fully earned and payable as of the date
hereof.

     3.3 The Bank shall have received  such other  documents,  certificates  and
assurances as it shall reasonably  request,  all of which have been delivered on
or prior to the date hereof.

SECTION IV.  REAFFIRMATION OF THE BORROWER.  The Borrower hereby  represents and
warrants  to the Bank  that (i) the  warranties  set  forth in  Article 5 of the
Credit  Agreement  are true and correct on and as of the date hereof,  except to
the  extent  (a) that any such  warranties  relate to a  specific  date,  or (b)
changes thereto are a result of transactions  for which the Bank has granted its
consent;  (ii) the Borrower is on the date hereof in compliance  with all of the
terms and provisions set forth in the Credit  Agreement as hereby  amended;  and
(iii) upon  execution  hereof no Event of Default has occurred and is continuing
or has not previously been waived.

SECTION V. FULL FORCE AND EFFECT. Except as herein amended, the Credit Agreement
           ---- ----- --- ------
and all other Loan Documents shall remain in full force and effect.

SECTION  VI.  COUNTERPARTS.  This  Amendment  may be  executed  in  two or  more
              ------------
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 FUNDING, INC.


                              By:      /s/Patrick J. Mitchell
                              Name:    Patrick J. Mitchell
                              Title:   Chairman of the Board and CEO




                              LASALLE BANK NATIONAL ASSOCIATION


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