WESTBRIDGE CAPITAL CORP.

777 Main Street
Fort Worth, Texas 76102

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held

Tuesday, May 13, 1997

To the Holders of Common Stock of Westbridge Capital Corp.:

The Annual Meeting of Stockholders of Westbridge Capital Corp. (the Company)
will be held on Tuesday, May 13, 1997 at 10:00 A.M., Fort Worth time, at the
Companys corporate office, 777 Main Street, 9th floor, Fort Worth, Texas, for
the following purposes:

(1)  To elect three (3)  directors of the  Company,  each to serve for a term of
     three years, and

(2)  To ratify the selection by the Board of Directors,  of Price Waterhouse LLP
     as independent accountants.

Only holders of Common Stock of record at the close of business on March 21,
1997 are entitled to notice of and to vote at the meeting. A list of such
stockholders may be examined at the offices of the Company during regular
business hours for ten full days prior to the meeting as well as at the meeting.

PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. YOU HAVE
THE POWER TO REVOKE SUCH PROXY AT ANY TIME BEFORE IT IS VOTED, AND THE GIVING OF
ANY SUCH PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE
MEETING. ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.

        By Order of the Board of Directors,

        Martin E. Kantor
        Chairman of the Board
        and Chief Executive Officer
        Fort Worth, Texas
        March 28, 1997

WESTBRIDGE CAPITAL CORP.
PROXY STATEMENT

GENERAL INFORMATION

This Proxy Statement is being furnished to the stockholders of Westbridge
Capital Corp., a Delaware corporation (Westbridge or the Company), in connection
with the solicitation by the Board of Directors of the Company (the Board) of
proxies for use at the Annual Meeting of Stockholders of the Company to be held
on Tuesday, May 13, 1997 at 10:00 A.M., Fort Worth time, at the Companys
corporate office, 777 Main Street, 9th floor, Fort Worth, Texas, or any
postponements or adjournments thereof (the Meeting). The mailing address of the
Company is 777 Main Street, Fort Worth, Texas 76102 and its telephone number is
(817) 878-3300.

At the Meeting, the stockholders of the Company will be asked (i) to elect three
directors of the Company, each to serve for a term of three years, and (ii) to
ratify the selection by the Board of Price Waterhouse LLP to serve as the
Companys independent accountants for 1997.

This Proxy Statement and the enclosed form of proxy are expected to be mailed on
or about March 31, 1997. The cost of solicitation of proxies will be borne by
the Company. The Company will reimburse its transfer agent, Liberty Bank and
Trust of Oklahoma City, National Association, for the reasonable expenses
incurred by it in mailing the material for the solicitation of proxies to
stockholders of record, and will reimburse nominees for the reasonable expenses
incurred by them in mailing the material for the solicitation of proxies to each
of their customers who are the beneficial holders of the Companys Common Stock
registered in the names of such nominees. In addition to solicitation by mail,
officers and employees of the Company may solicit proxies by telephone,
facsimile, or in person. Proxies in the form enclosed, properly executed by
stockholders and returned to the Company and not revoked, will be voted at the
Meeting. The proxy may be revoked at any time before it is exercised by giving
notice of revocation to the Secretary of the Company, by executing a later-dated
proxy or by attending and voting in person at the Meeting.

VOTING, RECORD DATE AND QUORUM

Proxies will be voted as specified or, if no direction is indicated on a proxy,
it will be voted FOR the election of the three nominees named under the caption
Election of Directors; and FOR the ratification of the selection of Price
Waterhouse LLP as independent accountants for 1997. As to any other matter or
business which may be brought before the Meeting, a vote may be cast pursuant to
the proxy in accordance with the judgment of the person or persons voting the
same, but the Board does not know of any such other matter or business.

The close of business on March 21, 1997 has been fixed as the record date for
the determination of stockholders entitled to vote at the Meeting the 6,075,156
shares of Common Stock that were outstanding as of that date. Each stockholder
will be entitled to cast one vote, in person or by proxy, for each share of
Common Stock held. The presence, in person or by proxy, of the holders of at
least a majority of the outstanding shares of Common Stock is necessary to
constitute a quorum at the Meeting. The affirmative vote of the holders of a
plurality of the shares of Common Stock represented at the Meeting (not
including abstentions and broker non-votes) is required for the election of
directors, and the affirmative vote of the holders of a majority of the shares
of Common Stock represented at the meeting (including abstentions but not
including broker non-votes) is required for the ratification of Price Waterhouse
LLP as the Companys independent accountants. The Board recommends the election
of the three nominees named under Election of Directors, and the ratification of
the selection of Price Waterhouse LLP as independent accountants.



PRINCIPAL STOCKHOLDERS

The following table sets forth, as of March 7, 1997, the name and address of
each person known by the Company to own beneficially, directly or indirectly,
more than five percent of the outstanding shares of Common Stock (its only class
of voting securities):

                                                     Number
Name and Address                                    of Shares       Percent

Martin E. Kantor (1)                                 707,559         11.65%
777 Main Street
Fort Worth, Texas 76102

George M. Garfunkel (2)                              454,568          7.48%
111 Great Neck Road, Suite 503
Great Neck, New York 11021

President & Fellows of Harvard College (3)           594,530          8.91%
c/o Harvard Management Company, Inc.
600 Atlantic Avenue Boston, Massachussets 02210

Heartland Advisors, Inc. (4)                         388,800          6.40%
790 Milwaukee Street
Milwaukee, Wisconsin 53202

Edwin S. Marks (5)                                   346,100          5.70%
135 East 57th Street
New York, New York 10022

- ------------

(1)  Based upon information  supplied by Mr. Kantor.  Mr. Kantor has sole voting
     and dispositive  power as to the shares indicated  above.  Excludes 440,408
     shares (7.25%) held in trusts  established by Mr. Kantor for the benefit of
     his children and  grandchildren  over which he has no voting or  investment
     power and as to which Mr. Kantor disclaims beneficial ownership.

(2)  Based upon information  supplied by Mr. Garfunkel.  Includes 440,408 shares
     beneficially  owned  by Mr.  Garfunkel  as  trustee  under  various  trusts
     established by Mr. Kantor and referred to in Note (1) above, over which Mr.
     Garfunkel has sole voting and investment power.

(3)  Based upon  information  provided by the  stockholder  and  represents  the
     number  of  shares  of  Common  Stock  into  which  the  shares of Series A
     Cumulative  Convertible  Exchangeable  Redeemable Preferred Stock (Series A
     Preferred Stock) held by such holder are convertible.  Each share of Series
     A Preferred  Stock,  which generally does not vote with the Common Stock in
     the election of directors or on other matters,  is convertible into 118.906
     shares of Common Stock.

(4)  Based upon the stockholders Schedule 13G dated February 7, 1997, the shares
     are held in  investment  advisory  accounts  of  Heartland  Advisors,  Inc.
     Therefore, various persons have the right to receive or the power to direct
     the  receipt  of  dividends  from,  or the  proceeds  from the sale of, the
     shares.

(5)  Based upon the stockholders  Schedule 13D dated January 21, 1997. Mr. Marks
     has sole  voting  and  dispositive  power  with  respect  to 175,700 of the
     346,100  total shares  indicated  above.  Mr.  Marks has shared  voting and
     dispositive power with respect to the remaining 170,400 shares beneficially
     owned by Nancy A. Marks and the Marks Family Foundation.



ELECTION OF DIRECTORS

The Companys Restated Certificate of Incorporation and By-Laws provide that the
members of the Board shall be divided into three classes with approximately
one-third of the directors to stand for election each year for three-year terms.
The total number of directors comprising the Companys Board is currently set by
the Board pursuant to the Companys By-Laws at ten. Of this number, three members
of the Board have terms expiring, and are nominees for election, at the 1997
Annual Meeting of Stockholders, four members of the Board have terms expiring at
the 1998 Annual Meeting of Stockholders, and three members of the Board have
terms expiring at the 1999 Annual Meeting of Stockholders.

If the enclosed proxy card is duly executed and received in time for the
Meeting, and if no contrary specification is made as provided therein, it will
be voted in favor of the election as directors of the three nominees named
below. Should any nominee for director become unable or unwilling to accept
election, proxies will be voted for a nominee selected by the Board, or the size
of the Board may be reduced accordingly. The Board has no reason to believe that
any of the nominees will be unable or unwilling to serve if elected to office
and, to the knowledge of the Board, such nominees intend to serve the entire
term for which election is sought. Any vacancy occurring during the term of
office of any director may be filled by the remaining directors for the balance
of such unexpired term. All the nominees for directors are presently directors
of the Company.

The Board recommends that the stockholders vote FOR the three nominees named
below.

The following information concerning each of the three nominees as director, and
each current director in the classes continuing in office, is provided as of
March 7, 1997:

Nominees for Three-Year Terms Expiring in 2000

Arthur W. Feinberg (age 73) has been a director of  Westbridge  since 1985.  Mr.
Feinberg  has served as the Chief of  Geriatric  Medicine of the  Department  of
Medicine of North Shore University Hospital,  Manhasset, New York since prior to
1992.  Dr.  Feinberg  also has been a Professor of Clinical  Medicine at Cornell
University  Medical  College  since prior to 1992.  Dr.  Feinberg was formerly a
Regent  and  Chairman  of the Board of  Governors  of the  American  College  of
Physicians.

George M. Garfunkel (age 58) has been a director of Westbridge since 1994. Mr.
Garfunkel is a founding partner of the Great Neck, New York law firm of
Garfunkel, Wild & Travis P.C., which specializes in the representation of
clients in the health care industry. He is also a director of Berkshire Taconic
Community Foundation, Inc.

Peter J. Millock (age 50) has been a director of Westbridge since July 1996. Mr.
Millock has served as counsel in private practice with the law firm of Nixon,
Hargrave, Devans & Doyle LLP, Albany, New York since 1995. Prior to 1995, Mr.
Millock served as General Counsel and Chief Legal Officer of the New York State
Department of Health for 15 years. He is also an Associate Professor for the
State University of New York, School of Public Health.

Directors Continuing in Office Until 1998

Martin E. Kantor (age 74) has been a director of Westbridge since 1982. Mr.
Kantor has served as Chairman of the Board and Chief Executive Officer of
Westbridge since January 1993, and had served as Chairman of the Board,
President and Chief Operating Officer of Westbridge since prior to 1992. Mr.
Kantor has also served as Chairman of the Board of National Foundation Life
Insurance Company (NFL) since prior to 1992, and also became Chief Executive
Officer of NFL in 1985. Following the acquisition of each of National Financial
Insurance Company (NFIC), American Insurance Company of Texas (AICT), and
Freedom Life Insurance Company of America (FLICA), Mr. Kantor was appointed
Chairman of the Board and Chief Executive Officer of each entity.


Joseph C. Sibigtroth (age 81) has been a director of Westbridge  since 1984. Mr.
Sibigtroth  is a retired  Consulting  Actuary and had been a private  consulting
actuary since prior to 1992.  Mr.  Sibigtroth  previously  served as Chairman of
both  the  Mortality  and  Morbidity  Committees  of  the  American  Society  of
Actuaries, and as Treasurer of the New York State Guaranty Corporation.

Barry L.  Stevens  (age 50) was elected a director of  Westbridge  in 1997.  Mr.
Stevens has been the  director  of the Bureau of  Investments  for the  Treasury
Department,  State of  Michigan,  since  February  1989.  From  January  1985 to
February  1989,  Mr.  Stevens  served  as  the  Assistant  Director,  Bureau  of
Investments  for the  Treasury  Department,  State  of  Michigan.  Prior to that
period,  Mr. Stevens served as Senior Equity  Analyst and  Administrator  of the
Equity Division, Treasury Department, State of Michigan.

Barth P.  Walker  (age 82) has been a director of  Westbridge  since  1982.  Mr.
Walker has been a senior member of Walker & Walker, a law firm in Oklahoma City,
Oklahoma since prior to 1992.

Directors Continuing in Office Until 1999

Marvin H. Berkeley (age 74) has been a director of  Westbridge  since 1982.  Dr.
Berkeley has served as Professor of Management of the University of North Texas,
Denton,  Texas,  since  prior to 1992,  and is  former  Dean of the  College  of
Business Administration of the University of North Texas. Dr. Berkeley is also a
director of Irving National BankShares,  Inc., Irving,  Texas. Dr. Berkeley is a
former advisory director of Enersyst Development Center, Inc., a former director
of  John  Watson  Landscape  Illumination,   Inc.,  and  a  former  Governor  of
International Insurance Society, Inc.

Glenn O.  Phillips (age 67) has been a director of  Westbridge  since 1987.  Mr.
Phillips is an Insurance  Consultant and has served as Partner with Professional
Insurance Group since December 1994. Mr. Phillips served as a Consultant for the
National  Registry  Corp.  from  June 1994  through  1995 and as  President  and
Director of Financial Services of America from 1991 through 1994.

James W. Thigpen (age 60) has been a director of Westbridge since 1985. Mr.
Thigpen has served as President and Chief Operating Officer of Westbridge since
January 1993, and had served as Executive Vice President of Westbridge since
prior to 1992. Mr. Thigpen has also served as President and Chief Operating
Officer of NFL since prior to 1992. Following the acquisition of each of NFIC,
AICT and FLICA, Mr. Thigpen was appointed President and Chief Operating Officer
of each entity.

Board Committees

The  Board  formed  an  Executive  Committee  on June 22,  1995.  The  Executive
Committee is composed of Mr. Garfunkel (Chairman),  Dr. Feinberg and Mr. Kantor.
The Executive  Committee  possesses all the powers and authority of the Board in
the management and direction of the business and affairs of the Company,  except
as limited by law. The Executive Committee met once during 1996.

The Board formed a  Compensation  Committee on May 30,  1996.  The  Compensation
Committee  is  composed  of Mr.  Phillips  (Chairman),  Mr.  Garfunkel  and  Dr.
Feinberg.  The  Compensation  Committee  has  responsibility  for  reviewing and
approving  salaries,  bonuses and other  compensation  and benefits of executive
officers,  and  advising  management  regarding  benefits  and  other  terms and
conditions of compensation for executive  officers.  The Compensation  Committee
met twice during 1996.




The Audit  Committee  of the Board is composed  of Mr.  Walker  (Chairman),  Dr.
Berkeley, and Mr. Sibigtroth.  The Audit Committee, which met twice during 1996,
recommends  to the Board the firm to be  employed  as the  Companys  independent
accountants,  reviews  details  of each  audit  engagement  and  audit  reports,
including  all  management  reports  by the  independent  accountants  regarding
internal  controls,  and reviews resolution of any material matters with respect
to appropriate  accounting principles and practices to be used in preparation of
the Companys financial statements.

The Board does not have a Nominating Committee.

The Board met four times during 1996. Each member of the Board attended at least
75% of the Board meetings and all meetings of any committee of the Board on
which such Director served during 1996.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

Summary of Compensation

The following table sets forth information on cash and other compensation paid
or accrued for each of the fiscal years ended December 31, 1996, 1995 and 1994
to those persons who were at the end of the 1996 fiscal year the Chief Executive
Officer and the four most highly compensated executive officers of the Company,
for services in all capacities to the Company and its subsidiaries.


                               Annual Compensation

                                                               Long-Term Compensation/
                                                                 Awards/Securities
Name and                                                            Underlying       All Other
Principal Position ...........     Year      Salary      Bonus       Options(#)    Compensation**
                                                                           
Martin E. Kantor .............     1996     $477,462   $      0             0         $  2,850
Chairman of the ..............     1995     $403,615   $ 50,000             0         $  2,772
Board and Chief ..............     1994     $366,923   $ 60,000             0         $  2,310
Executive Officer

James W. Thigpen .............     1996     $387,692   $      0             0         $  2,375
President and Chief ..........     1995     $346,638   $ 50,000             0         $  2,310
Operating Officer ............     1994     $305,869   $ 60,000             0         $  2,310

Stephen D. Davidson ..........     1996     $255,048   $      0             0         $  2,375
Executive Vice ...............     1995     $183,462   $ 40,000        30,000         $  2,310
President and Chief ..........     1994     $107,821   $ 30,000        25,000         $    846
Marketing Officer

Patrick J. Mitchell ..........     1996     $204,519   $      0             0         $  1,425
Executive Vice President, 1995              $ 55,819   $ 25,000        25,000         $      0
Chief Financial Officer ......     1994     $      0   $      0             0         $      0
and Treasurer

Dennis A. Weverka ............     1996     $173,962   $      0             0         $  2,375
Executive Vice ...............     1995     $158,231   $ 15,000        10,000         $  2,643
President ....................     1994     $142,942   $ 30,000             0         $  2,310

 --------
(1)Amounts shown represent matching contributions of the Company credited to the
named executive officers under the Companys 401(k) plan.




Each director of the Company who is not a salaried employee or consultant of NFL
receives $2,500 per meeting of the Board attended. Additionally, all Audit
Committee members who attend special Audit Committee meetings which do not
coincide with meetings of the Board receive $1,000 per special Audit Committee
meeting attended. All directors are reimbursed for their expenses incurred in
attending meetings of the Board. Additionally, Dr. Feinberg received $6,000 in
consultation fees from the Company during 1996.

OPTIONS GRANTED IN LAST FISCAL YEAR

Each non-employee director is entitled to receive automatic, non-discretionary
and fixed annual grants of stock options under the 1992 Stock Option Plan (the
1992 Plan), subject to the availability of shares of Common Stock issuable under
the 1992 Plan. Pursuant to the 1992 Plan, a stock option to acquire 5,000 shares
of Common Stock was granted to each non-employee director serving as a member of
the Board on January 14, 1993. Thereafter, a stock option to acquire 1,000
shares of Common Stock was and will automatically be granted each succeeding
year (immediately following the Companys annual meeting of stockholders) to each
non-employee director serving as a member of the Board at such time.
Additionally, each non-employee director, upon becoming a member of the Board
for the first time, is entitled to receive a stock option to purchase 5,000
shares of Common Stock. The option price per share is the average of the mean
high and low trading prices for the Common Stock for the fifth through the ninth
trading day following the relevant grant date. Each option becomes exercisable
on the first anniversary of the date of grant and may thereafter be exercised in
whole or in part during the term of the option by payment of the full option
price for the number of underlying shares to be acquired upon any such exercise.
Each option will expire seven years after the date on which the option is
granted, subject to earlier termination upon an optionees termination of service
as a director, other than as a result of retirement, death or disability. During
1996, a stock option to acquire 4,000 shares of Common Stock was granted to Mr.
Millock. There were no other stock options granted to any of the named executive
officers or non-employee directors under the Plan.

Each non-employee director who has not been an employee during the one year
period immediately preceding (a) the initial grant date (as defined below and
with respect to any initial grant to such member) and (b) any annual grant date
(as defined below and with respect to any annual grant to such member) (an
Eligible Director) shall automatically participate in the fixed formula grant
portion of the restricted Stock Plan. Each eligible director shall automatically
be granted 5,000 shares of restricted Common Stock immediately following the
Companys annual stockholders meeting at which the eligible director is first
elected to the Board (the Initial Grant Date), commencing with the 1996 Annual
Meeting (each, an Initial Grant). In addition, each eligible director who does
not receive the grant described in the preceding sentence shall automatically be
granted 1,000 shares of restricted Common Stock each year, immediately following
the Companys annual stockholders meeting in such year (the Annual Grant Date)
commencing with the 1996 Annual Meeting (each, an Annual Grant). All shares of
restricted Common Stock granted to eligible directors shall become 100% vested
on the first anniversary of the Initial Grant Date or the Annual Grant Date that
relates to any such award. During 1996, each eligible non-employee director,
other than Mr. Millock, received a grant of 1,000 shares of restricted Common
Stock pursuant to the restricted Stock Plan.

The following table sets forth, as to the named executive officers, the exercise
of stock options during the last fiscal year and the value of unexercised
options as of the end of the last fiscal year under the Companys employee stock
option plans:




                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                       AND FISCAL YEAR END OPTION VALUES

                                                            Number of              Value of
                                                       Securities Underlying   Unexercised In-The-
                                                        Unexercised Options      Money Options
                                  Shares                at Fiscal Year End     at Fiscal Year End
  Name and Principal            Acquired        Value     (Exercisable/         (Exercisable/
      Position                 On Exercise     Realized   Unexercisable)         Unexercisable
        (a)                       (b)            (c)            (d)                  (e)

                                                                    
Martin E. Kantor                  ---            ---            ---                  ---
Chairman of the Board
and Chief Executive Officer

James W. Thigpen                12,500        $75,000         34,500/             $238,638/
President and Chief                                                0                   $ 0
Operating Officer

Stephen D. Davidson               ---            ---          65,000/             $219,700/
Executive Vice President                                           0                   $ 0
and Chief Marketing Officer

Patrick J. Mitchell               ---            ---          25,000/             $108,750/
Executive Vice President                                           0                   $ 0

Dennis A. Weverka                 ---            ---          26,265/             $131,927/
Executive Vice President                                           0                   $ 0


The values listed in columns (c) and (e) represent the difference between the
estimated market value of the Companys Common Stock and the exercise price of
the options at exercise and at December 31, 1996, respectively.

Employment Agreements

The Company has entered into a separate employment agreement with each of Martin
E. Kantor and James W. Thigpen (each, an Employee and collectively, the
Employees), pursuant to which Mr. Kantor is employed as the Chairman of the
Board and Chief Executive Officer of the Company and NFL and Mr. Thigpen is
employed as the President and Chief Operating Officer of the Company and NFL
(the Employment Agreements). The Company has agreed to employ each of the
Employees for a period commencing on April 1, 1996, and ending on the fifth
anniversary of such date. Each Employees employment period will be automatically
extended each year thereafter unless an Employee, with respect to his own
employment, or the Company gives notice to the contrary.

Effective January 1, 1997, Mr. Kantors base salary is $492,000 per annum and Mr.
Thigpens base salary is $400,000 per annum. Each Employees base salary will be
reviewed annually for increase at the sole discretion of the Companys Board. The
Employees are also entitled to participate in and receive all benefits under any
and all bonus, short- or long-term incentive, savings and retirement plans, and
welfare benefit plans, practices, policies and programs maintained or provided
by the Company and/or its subsidiaries for the benefit of senior executives.



If an Employees employment is terminated by reason of death, or by the Company
due to disability (as defined in the Employment Agreements), such Employee or
his legal representative will be entitled to, among other things, (a)(i) in the
case of death, (x) his base salary for a period of three months after the date
of death, plus (y) a death benefit in an amount equal to three times the base
salary at the rate in effect on the date of termination less any amounts paid to
the Employees beneficiary(ies) pursuant to the group and/or other corporate life
insurance policies maintained by the Company or NFL, and (ii) in the case of
disability, his base salary for 36 months after the date of termination; (b)
certain accrued benefits and a pro rata bonus payment for the year in which such
death or disability occurs, and (c) immediate and accelerated vesting of all
restricted stock grants previously awarded to the Employee. If an Employees
employment is terminated by the Company without cause, or by the Employee for
good reason (as defined in the Employment Agreements and which, in the case of
Mr. Kantors Employment Agreement, includes the occurrence of a change in control
as defined therein), such Employee will be entitled to (a) a lump sum payment
equal to three times the sum of (i) his base salary, and (ii) the highest annual
bonus awarded to him, (b) certain accrued benefits, (c) continuation of the
health and welfare benefits, and (d) immediate and accelerated vesting of all
restricted stock grants previously awarded to the Employee. If an Employees
employment is terminated for cause (as defined in the Employment Agreements),
such Employee will be entitled to, among other things, (a) his base salary
through the date of termination and (b) certain accrued benefits. If the Company
terminates his employment (other than due to death, disability, or for cause),
such Employee will be entitled to, among other things, (a) his base salary
through the date of termination, (b) certain accrued benefits, and (c)
continuation of the health and welfare benefits. In addition to the foregoing,
if Mr. Kantors employment is terminated other than for cause, Mr. Kantor will be
entitled to repayment, within thirty business days after the date of
termination, of the outstanding principal amount (and any accrued, but unpaid,
interest through the date of repayment) of any loans (including the Senior Note)
(as defined under the caption Certain Transactions below), or other advances
made by him to the Company, NFL or any affiliate of either such entity.

If any payment or distribution by the Company or any subsidiary or affiliate to
an Employee would be subject to any golden parachute payment excise tax or
similar tax, and if, and only if, such payments less the excise tax or similar
tax is less than the maximum amount of payments which could be payable to the
Employee without the imposition of the excise tax or similar tax, then and only
then, and only to the extent necessary to eliminate the imposition of the excise
tax or similar tax (and after taking into account any reduction in the payments
provided by reason of Section 280G of the Code in any other plan, arrangement or
agreement), (A) any cash payments under the Employment Agreement shall first be
reduced (if necessary, to zero), and (B) all other non-cash payments under the
Employment Agreement shall next be reduced.

If an Employees employment is terminated by the Company for cause or if an
Employee voluntarily terminates his employment without good reason, for a period
of eighteen months, such Employee shall not (i) solicit or take away the
patronage of (a) any customers or agents of the Company, NFL or any affiliate of
either as of the date of such termination, or (b) any prospective customers or
agents of the Company or any affiliate whose business the Company and/or NFL was
actively soliciting on the date of such termination, and with which the Employee
had business contact while employed by the Company and NFL, or (ii) directly or
indirectly, induce or solicit any Employees or agents of the Company, NFL or any
affiliate of either to leave or terminate their employment or agency
relationship with the Company or NFL.

If a claim for payment or benefits under the Employment Agreements is disputed,
the Employees will be reimbursed for all attorney fees and expenses incurred in
pursuing such claim, provided that the Employees are successful as to at least
part of the disputed claim by reason of litigation, arbitration or settlement.
In addition, the Employment Agreements provide that if the Employees are made a
party or are threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that either is or was a director or officer of the Company or any subsidiary or
is or was serving at the request of the Company or any subsidiary as a director,
officer, member, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including, without limitation, service
with respect to employee benefit plans, each will be indemnified and held
harmless by the Company or a subsidiary of the Company to the fullest extent
authorized by applicable law against all expenses incurred or suffered by the
Employees. This indemnification will continue as to the Employees even if the
Employees have ceased to be an officer, director or agent, or are no longer
employed by the Company or any subsidiary.



The Company has also entered into a separate agreement with each of Stephen D.
Davidson, Patrick J. Mitchell and Dennis A. Weverka, pursuant to which each such
person is entitled to participate in and receive all benefits provided to senior
officers of the Company and to receive a severance payment upon the termination
of his or her employment by the Company for reasons other than cause, as
applicable. The amount of severance payable to Mr. Davidson would equal the
aggregate salary and bonus paid to Mr. Davidson during the calendar year
preceding any such termination of employment; provided, that if such aggregate
amount is less than $400,000, then an additional amount not to exceed $400,000
minus the aggregate paid in respect of such preceding years salary and bonus,
shall be paid to Mr. Davidson based on the difference between the then current
market price of the Common Stock and the exercise price of certain options to
acquire Common Stock then held by Mr. Davidson. The amount of severance payable
to each of Mr. Mitchell and Mr. Weverka would equal the aggregate salary
(excluding bonus) paid to such person during the calendar year preceding any
such termination of employment, equal to the aggregate salary (excluding any
bonus) paid to such person during the prior calendar year. Pursuant to the
agreement with Mr. Davidson, Mr. Davidson is employed as the President of the
Company s wholly-owned subsidiary, Westbridge Marketing Corporation, for a
period commencing on January 1, 1996 and ending on the fifth anniversary on such
date. Effective January 1, 1997, Mr. Davidsons base salary is $262,500 per
annum.

Compensation Committee Interlocks and Insider Participation

Prior to the formation of the Companys  Compensation  Committee on May 30, 1996,
the Companys  Board  determined  the  compensation  for the  Companys  executive
officers.  Martin E. Kantor,  who served as Chairman of the Board,  Director and
Chief  Executive  Officer of the Company during 1996, and James W. Thigpen,  who
served as Director,  President and Chief Operating Officer of the Company during
1996,  participated in deliberations of the Board concerning  executive  officer
compensation. See Certain Transactions for a description of transactions between
the  Company  and  Messrs.  Kantor  and  Thigpen.   Since  its  formation,   the
Compensation Committee has consisted of Messrs.  Phillips (Chairman),  Garfunkel
and Dr. Feinberg, all of whom are outside directors.

Certain Transactions

As of March 25, 1997, James W. Thigpen was indebted to the Company in the
aggregate amount of $97,500. Such indebtedness is in the form of interest-free
salary advances, the most recent of which occurred on April 1, 1991, in the
amount of $70,000. Since January 1, 1996, the largest aggregate amount of
indebtedness was $104,500. Mr. Thigpen has agreed to repay the full amount of
this indebtedness on or prior to December 31, 1999.

On December 13, 1995, Mr. Kantor, the Chairman of the Board and Chief Executive
Officer of the Company, made a $1 million loan to the Company which is evidenced
by a 10% Senior Note due December 22, 2002 (the Senior Note). In connection with
the loan, Mr. Kantor received a warrant to purchase 135,501 shares of the
Companys Common Stock at an exercise price of $7.38 per share, subject to
certain adjustments (the Warrant). The Senior Note is subject to mandatory
prepayment upon the termination of Mr. Kantors employment with the Company other
than for cause. Mr.

Kantors exercise of the Warrant is subject to significant restrictions,
including the approval of holders of the Companys Common Stock and Series A
Preferred Stock.




BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee is responsible for reviewing and approving the
Companys compensation policies and compensation for executive officers. The
following report was prepared by the Compensation Committee after its meeting on
March 13, 1997.

Executive Compensation Policies

The Companys executive compensation policy is designed to attract and retain
executives and motivate them through a combination of cash and stock-based
compensation. The components of executive compensation are as follows:

Base Salary - Cash salary is the primary element of executive officer
compensation. The Compensation Committee determines the level of compensation
based on the nature of the position, contribution, experience and Company tenure
of the executive officer.

Bonus - In 1982, the Board established a cash bonus plan for certain key
officers and employees. Although cash bonuses are granted on a discretionary
basis primarily to reward individual contribution and thus are not necessarily
tied to any particular measure or level of corporate performance, such bonuses
have generally been awarded more liberally following years in which the Company
has achieved earnings and revenue growth. The Compensation Committee awarded no
cash bonuses in 1996.

Stock Options - Executive officers are eligible to receive periodic grants of
non-qualified stock options under the 1992 Plan, as amended. The awards are
intended to retain and motivate executive officers to achieve superior market
performance of the Companys stock. During 1996 no stock options were granted to
eligible key employees (including executive officers) and directors.

Restricted Stock - In 1996, the Company adopted its 1996 Restricted Stock Plan.
The executive officers are entitled to participate in this Plan and to receive
shares of restricted Common Stock which are awarded at the discretion of a
special committee appointed under such Plan. No shares of restricted Common
Stock were awarded to executive officers in 1996.

Other Benefit Plans - The Company has adopted a broad package of employee
benefit plans in which Executive officers are permitted to participate on the
same terms as other eligible employees of the Company. In addition to group life
and health insurance plans, the Company has adopted a 401(k) plan under which
the Company provides matching contributions, all of which is invested in Common
Stock.

Section 162(m) of the Internal Revenue Code - The Company has not awarded any
compensation that is non-deductible under Section 162(m) of the Internal Revenue
Code and does not anticipate doing so in the foreseeable future. In the event
that the Company determines to award compensation in an amount in excess of the
amount which may be deducted under Section 162(m), the Company will determine
whether it will conform its compensation to comply with such provision.

Compensation of Chief Executive Officer

In approving Martin E. Kantors 1996 cash salary, the Compensation Committee
considered that 1995 total revenues increased substantially as a result of the
expansion of the Companys marketing operations.

Submitted By the Compensation Committee

        Arthur W. Feinberg      George M. Garfunkel     Glenn O. Phillips




PERFORMANCE GRAPH

The following line graph  demonstrates  the performance of the cumulative  total
return to the  holders of the Common  Stock  during the  previous  five years in
comparison  to the  cumulative  total  return on the Russell 2000 Index and with
certain peer issuers of the Company. The Peer Group referenced in the line graph
includes:  AFLAC,  Inc.; Aon  Corporation;  Providian  Corp.  (formerly  Capital
Holding Corp.); Pioneer Financial Services,  Inc. and Provident Companies,  Inc.
(formerly Provident Life & Accident Insurance Company).

                      Comparative Five-Year Total Returns*
               WESTBRIDGE CAPITAL CORP., RUSSELL 2000, PEER GROUP
                     (Performance Results through 12/31/96)

[GRAPHIC OMITTED]

               1991     1992      1993      1994      1995      1996
            ---------------------------------------------------------
WBC         $100.00   $460.00   $530.00   $590.00   $530.00   $780.00

RUSSELL
2000        $100.00   $118.41   $140.80   $138.01   $177.26   $206.49

PEER
GROUP       $100.00   $125.81   $127.80   $123.54   $182.36   $247.49


Assumes $100 invested at the close of trading on the last trading day preceding
the first day of the fifth preceding fiscal year in WBC Common Stock, Russell
200 Index and Peer Group.

*Cumulative total returns assumes reinvestment of dividends.

                                                        Source: Value Line, Inc.

Factual material is obtained from sources believed to be reliable, but the
publisher is not responsible for any errors or omissions contained herein.




Security Ownership of Management

The following table sets forth as of March 7, 1997 (except for 401(k) shares,
see Other Benefit Plans under the heading Report of the Board of Directors on
Executive Compensation, owned by Messrs. Davidson, Kantor, Mitchell, Thigpen,
Weverka and all executive officers through participation in the Companys 401(k)
Plan, which are as of November 30, 1996), the number and percentage of shares of
Common Stock owned by the directors of the Company and all nominees as
directors, each of the executive officers named in the table under Summary of
Compensation and all executive officers and directors as a group. To the
Companys knowledge, the persons listed below each have sole voting and
investment power as to all shares indicated as owned by them.

                                          Number of
Name                                      Shares Owned    Percent

Marvin H. Berkeley (i)                       18,200          *
Stephen D. Davidson (i) (ii)                 67,343        1.10
Arthur W. Feinberg (i)                       19,098          *
George M. Garfunkel (i) (iii)               454,568        7.48
Martin E. Kantor (ii) (iv)                  707,559       11.65
Peter J. Millock                                  0          *
Patrick J. Mitchell (i) (ii)                 25,270          *
Glenn O. Phillips (i)                         7,500          *
Joseph C. Sibigtroth (i)                      8,000          *
James W. Thigpen (i) (ii)                   142,718        2.35
Barth P. Walker (i) (v)                      10,379          *
Dennis A. Weverka (i) (ii)                   62,360        1.03
All executive officers and
directors as a group (14) (vi)            1,748,728       28.78%
- ------------------
* Less than 1%

(i) The number of shares owned by Messrs. Berkeley, Davidson, Feinberg,
Garfunkel, Mitchell, Phillips, Sibigtroth, Thigpen, Walker and Weverka, includes
7,000, 65,000, 7,000, 6,000, 25,000, 7,000, 7,000, 10,000, 7,000 and 26,265
shares, respectively, subject to stock options granted and exercisable within
sixty (60) days under the Companys stock option plans.

(ii) The number of shares owned by Messrs. Davidson, Kantor, Mitchell, Thigpen
and Weverka, includes 808, 6,597, 170, 6,618 and 5,104 shares, respectively,
which are owned through participation in the Companys 40l(k) plan.

(iii) See Note (2) under Principal Stockholders.

(iv) See Note (1) under Principal Stockholders.

(v) Excludes 238,606 shares (3.91%) held in trusts established by Mr. Walker for
the benefit of his children and grandchildren over which he has no voting or
investment power and as to which Mr. Walker disclaims beneficial ownership.

(vi) The number of shares owned by all executive officers and directors (except
Barry L. Stevens, who was appointed to the Board after March 7, 1997) includes
an aggregate of 236,029 shares (3.89%) subject to stock options granted and
exercisable within sixty (60) days to all executive officers and directors as a
group under the Companys stock option plans and 25,229 shares owned through
participation in the Companys 401(k) Plan.




SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, required the
Companys directors and executive officers, and persons who own more than 10% of
the Common Stock, to file with the Securities and Exchange Commission (the SEC)
and the New York Stock Exchange, reports of ownership and changes in ownership
of the Common Stock. Directors, executive officers and greater-than-10%
stockholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) reports they file. The Securities and Exchange Commission
adopted Rule 16a-13 as of August 15, 1996 requiring Form 4 reporting of options
exercised. Each of Margaret A. Megless, Michael D. Norris and James W. Thigpen
was unaware of the adoption of such rule and, as a result, did not file a Form 4
to report options which were exercised approximately two weeks after the
adoption of this rule. Each such exercise was reported on the respective Form 5
which was timely and accurately filed by each such person. Each of Marvin H.
Berkeley, Arthur W. Feinberg, George M. Garfunkel, Glenn O. Phillips, Joseph C.
Sibigtroth and Barth P. Walker, inadvertently failed to report in the Form 5
filed for 1996 the grant of restricted Common Stock received under the Companys
1996 Restricted Stock Plan. Amendments to the Form 5 for each such director have
been prepared to reflect such grants. Based solely on review of the copies of
such reports furnished to the Company or written representations that no other
reports were required, the Company believes that, during 1996, all other filing
requirements applicable to its directors, executive officers and
greater-than-10% stockholders were complied with.

RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

The Board has selected the firm of Price Waterhouse LLP as the independent
accountants of the Company for the fiscal year ending December 31, 1997. Price
Waterhouse LLP has acted for the Company in such capacity since the Companys
incorporation in 1982 and previously for NFL. The Board proposes that the
stockholders ratify such selection at the Meeting.

If the stockholders do not ratify the selection of Price Waterhouse LLP by the
affirmative vote of a majority of the votes cast at the Meeting on this
proposal, the selection of independent accountants will be reconsidered by the
Board.

Representatives of Price Waterhouse LLP are expected to be present at the
Meeting and will be afforded the opportunity to make a statement if they so
desire and to respond to appropriate questions.

The Board recommends that the stockholders vote FOR the ratification of the
Companys selection of independent accountants.

PROPOSALS OF STOCKHOLDERS

Proposals that stockholders wish to include in the Companys proxy materials
relating to the 1998 Annual Meeting of Stockholders of the Company must be
received by the Company no later than January 15, 1998.

The By-Laws provide that proposals of stockholders to be included in the
Companys proxy materials relating to the 1998 Annual Meeting of Stockholders may
be presented at the 1998 Annual Meeting of Stockholders only if the Secretary of
the Company has been notified of the nature of the proposal and is provided
certain additional information not less than seventy (70) days nor more than
ninety (90) days before the first anniversary of the 1997 Annual Meeting of
Stockholders and the proposal is a proper one for stockholder action.




The By-Laws also require that notice of nominations of persons for election to
the Board at the 1998 Annual Meeting of Stockholders, other than those made by
or at the direction of the Board, must be received by the Secretary of the
Company not less than seventy (70) days nor more than ninety (90) days before
the first anniversary of the 1997 Annual Meeting of Stockholders. The notice
must present certain information concerning the nominees and the stockholder
making the nominations, as set forth in the By-Laws. The Secretary of the
Company also must receive a statement of any such nominees consent to serve if
elected.

OTHER MATTERS

The Board does not intend to present any matter for action at the Meeting other
than the matters referred to in the accompanying Notice, and knows of no other
matter to be presented that is a proper subject for action by the stockholders
at the Meeting. However, if any other matter should properly come before the
Meeting, it is intended that votes will be cast pursuant to the authority
granted by the enclosed proxy, in accordance with the best judgment of the
person acting under the proxy.

A form of proxy is enclosed for your use. Please date, sign, and return the
proxy at your earliest convenience. A prompt return of your proxy will be
appreciated.

By order of the Board of Directors,
/S/ Michael D. Norris
Michael D. Norris
Vice President and Secretary