FIRST AMENDMENT TO SECURITY AGREEMENT


     This First Amendment to Security  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  MANAGEMENT,  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  Security
Agreement, dated as of July 21, 1999 (the "Security Agreement); and

     WHEREAS, the parties desire to amend the Security 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
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shall have the meaning given to them in the Security Agreement.

SECTION II. AMENDMENTS TO SECURITY AGREEMENT.
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     2.1 Section 8 of the Security  Agreement is hereby  amended by deleting the
reference to the amount of "$2,000,000" and inserting in its stead the amount of
"$2,500,000."

SECTION  III.  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 Borrower.

     3.2 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  Section 7 of the
Security 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 Security 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  Security
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Agreement shall remain in full force and effect.

SECTION  VI.  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 MANAGEMENT, 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