exhibit 10.1Stock Assignment AA



 



STOCK ASSIGNMENT AGREEMENT



 


            This
STOCK ASSIGNMENT AGREEMENT is entered into as of September 30, 2002 by and between
POINT WEST CAPITAL CORPORATION, a Delaware corporation ("Assignor"), BROAD
STREET CONTRACT SERVICES, INC., a Delaware corporation with an office at 48 Wall
Street, New York, NY 10005 ("Assignee") and the holders of the Senior
Notes (as defined herein).


RECITALS


            A.
            Assignor has previously
purchased 1000 shares of common stock (collectively, the "Shares")
constituting 100% of the outstanding stock of Dignity Partners Funding Corp. I, a Delaware
corporation ("DPFC"). Assignor is also the servicer under an Amended and
Restated Contribution, Sale and Servicing Agreement (as amended through the date hereof,
the "Servicing Agreement") dated as of March 31, 2000 among Assignor,
DPFC and Bankers Trust Company as indenture trustee for the DPFC Senior Viatical
Settlement Notes, Series 1995-A (the "Senior Notes"). The holders of the
Senior Notes are GE Capital Corporation as successor in interest to Heller Financial,
Inc., The Lincoln National Life Insurance Company and First Penn-Pacific Life Insurance
Company (the "Noteholders").


            B.
            Pursuant to Section
3.01 of the Master Agreement dated as of March 31, 2000 among Assignor, DPFC, and the
Noteholders, Assignor agreed to assign the Shares to the Noteholders or their designee
upon the termination of its position as servicer under the Servicing Agreement.
Assignee’s term as servicer will end on September 30, 2002, and servicing will
thereafter be performed by Mills, Potoczak & Company, 27600 Chagrin Boulevard, Suite
200, Cleveland, Ohio, 44122 ("MPC"). The Noteholders desire that Assignor
convey the Shares to Assignee and that DPFC move its headquarters to MPC’s address.


            C.
            Assignee desires to
purchase and hold the Shares.


            NOW,
THEREFORE, in consideration of the premises and the promises, covenants and undertakings
contained herein, and for valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:


            1.
            Assignment.
Effective as of the close of business on September 30, 2002 (as hereinafter defined),
Assignor hereby sells, assigns and transfers to Assignee all of its right, title and
interest to the Shares in exchange for payment on such date by the Noteholders of $1,000.
Assignor shall promptly deliver the Shares and shall cause DPFC to promptly deliver the
DPFC corporate 


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record book (including the stock register) to Reid Mandel at Katten
Muchin Zavis Rosenman, 525 West Monroe, Suite 1600, Chicago, Illinois 60661, for
reregistration of the Shares.


            2.
             Acceptance and
Assumption by Assignee. Assignee hereby accepts such assignment and agrees to pay to
Assignor $1,000 in consideration for the Shares.


            3.
             Indemnification.
The Assignor agrees to indemnify, defend and hold the Assignee harmless with respect to
any claim(s) arising from or relating to a breach of a representation or warranty made by
Assignor in this Agreement. The Assignee agrees to indemnify, defend and hold the Assignor
harmless with respect to any claim(s) arising from or relating to a breach of a
representation or warranty made by Assignee in this Agreement.


            4.
             Representations
and Warranties Assignor. Assignor hereby represents and warrants to Assignee: 



  
           (a) Assignor is a corporation,
    duly organized, validly existing and in good standing under the laws of the State of
    Delaware.

           (b) Assignor has the power and
    authority to enter into this Agreement and the person executing this Agreement on behalf
    of Assignor has the power and authority to do so.

            (c) Assignor is the sole
    legal and beneficial owner of the Shares and the Shares are free and clear of all liens,
    encumbrances and other interests. The sale, assignment and transfer of the Shares to
    Assignee pursuant to this Agreement validly assigns ownership interest of the Shares to
    Assignee free and clear of any pledge, lien, encumbrance or security interest.

            (d) Other than the Shares,
    Assignor does not own or hold any stock, debt instruments or other securities issued by
    DPFC, and DPFC has no other classes of equity or debt instruments outstanding as of the
    date hereof other than the Shares and the Senior Notes.

            (e) Assignor has filed a
    consolidated federal income tax return that includes DPFC for the period through December
    31, 2000. Assignor will file, on or before December 31, 2002 a consolidated federal income
    tax return that includes DPFC for the period through December 31, 2001 and will file, on
    or before June 15, 2003, a consolidated federal income tax return that includes DPFC for
    the period through September 30, 2002. All federal and state income and franchise taxes
    have been paid in a due and timely manner with respect to DPFC and the consolidated group
    for all open fiscal years. Assignor has paid or provided for all federal and state income
    and franchise taxes due for DPFC and the consolidated group tax year ending with the
    termination of DPFC’s inclusion in the consolidated group. DPFC has no obligations,
    and will have no obligations, to any affiliates under any tax sharing 

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    agreement or similar arrangement.

                (f)
    DPFC has no, and will have no, liabilities to the PBGC, or for any payroll or unemployment
    taxes or premiums relating to any periods prior to October 1, 2002.

  




5.
             Covenants of
Assignor.


Assignor hereby covenants to perform the following obligations:



  
                (a)
    Assignor will promptly deliver all DPFC’s corporate records, including copies of all
    federal and state tax returns filed on behalf of or including DPFC, to DPFC’s new
    headquarters, c/o MPC. Assignor will continue to maintain a mailing address and/or
    forwarding address through March 31, 2003, and will promptly forward all correspondence it
    receives on behalf of DPFC to DPFC at its new headquarters.

                (b)
    Assignor will continue to maintain its corporate franchise and existence, until at least
    the earlier of (i) the transition of servicing for DPFC from Assignor to MPC is complete
    or (ii) December 31, 2002. In the event of its subsequent dissolution or liquidation,
    Assignor shall designate at least one with continuing signing authority to act on behalf
    of Assignor during and after its dissolution to assist Assignee and DPFC with the
    transition in servicing, the assumption of control over DPFC’s wind-down and
    DPFC’s compliance with state and federal tax and corporate filings at least until
    December 31, 2003, and shall require such individual to reasonably cooperate with DPFC to
    participate in phone calls and/or sign documents on behalf of Assignor, if otherwise
    essential to DPFC collection efforts, at no cost to such individual on a fully indemnified
    basis. Assignor shall promptly notify DPFC of its decision to dissolve or liquidate and of
    the names and contact information of the individual that has been provided such authority.
    

     

  




            6.
             Representations
and Warranties of Assignee. Assignee hereby represents and warrants to Assignor:



  
            (a) Assignee is a
    corporation, duly organized, validly existing and in good standing under the laws of the
    State of Delaware.

            (b) Assignee has the power
    and authority to enter into this Agreement and the person executing this Agreement on
    behalf of Assignee has the power and authority to do so.

            (c) Assignee is an
    "accredited investor" within the meaning of Rule 501 of Regulation D promulgated
    under the Securities Act;

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            (d) Assignee: (i) has such
    knowledge and experience in financial and business matters that Assignee or its
    representatives are capable of evaluating the merits and risks of owning the Shares; (ii)
    is able to bear the complete loss of its investment in the Shares; and (iii) has had the
    opportunity to review all of the documents and agreements relating to the Shares and has
    had the opportunity to ask questions of, and receive answers from, the Noteholders
    concerning the terms and conditions of the Shares and the Senior Notes, and all such
    questions have been answered to Assignee's full satisfaction;

            (e) Assignee confirms that
    it is acquiring the Shares solely for its own account, for investment purposes, and not
    with a view to the distribution or resale of the Shares;

            (f) Assignee confirms that
    the right to purchase the Shares was not offered by any means of general solicitation or
    general advertising, that Assignee has received no representations, warranties or written
    communications with respect to its purchase of the Shares, and in entering into this
    Agreement, Assignee is not relying upon any information other than that obtained from the
    results of Assignee's own independent investigation;

            (g) Assignee understands
    that there are substantial restrictions on the transferability of the Shares and it may
    not be possible for Assignee to liquidate an investment in the Shares, and accordingly,
    such Assignee may have to hold the Shares, and bear the economic risk of such investment,
    indefinitely;

            (h) Assignee understands
    that the investment in the Shares involves substantial risks inherent in such an
    investment, including, without limitation, the fact that the Shares shall be subordinate
    to the Senior Notes;

            (i) Assignee will arrange
    for DPFC to file tax returns covering DPFC for all tax periods commencing on or after
    October 1, 2002; and

            (j) Assignee understands and
    agrees that (i) Assignor, as servicer under the Servicing Agreement, collected and
    maintained files containing sensitive medical data and other confidential information
    ("Confidential Materials"); (ii) various state and federal laws govern or may
    govern the confidentiality and restrict the use, dissemination and disclosure of the
    Confidential Materials (e.g. California Insurance Information and Privacy Act (see
    generally Cal. Ins. Code  791 et. seq.); California
    Right to Financial Privacy Act (see generally Cal. Gov. Code  7460 et.
    seq.); and Gramm Leach Bliley Act (see generally 15 USC  6801 et.
    seq.)); (iii) there is pending legislation in California
    that, if passed, may govern the disclosure and confidentiality standards by which Assignee
    is bound (e.g. California Assembly Bill 1775 and California Senate Bill 1386); and
    (iv) Assignee is bound by applicable law governing confidentiality and disclosure of the
    Confidential Materials and will be held to the same standards as Assignor, will direct
    DPFC to hold and treat the Confidential Materials 

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    confidentially and will not, unless required by law, or in accordance
    with applicable law, disclose the Confidential Materials to any person or entity.

  




            7.
         Miscellaneous.



  
                (a)
    This Agreement shall be governed by and construed in accordance with the laws of the State
    of Delaware.

                (b)
    This Agreement may be executed in counterparts, each of which when executed by the parties
    hereto shall be deemed an original and all of which together shall be deemed an original
    and all of which together shall be deemed the same Agreement.

                (c)
    This Agreement is binding upon each party’s successors and assigns.

                (d)
    The representations, warranties and covenants of Assignor and Assignee herein shall
    survive the sale of the Shares to Assignee.

  




            IN WITNESS WHEREOF,
the parties hereto have executed this Agreement effective as of the date first above
written.


 


 



  
    
      
        
          
            
              
                	ASSIGNEE: BROAD STREET CONTRACT SERVICES, INC., a Delaware corporation
	
	/s/    Orlando Figueroa
	

                    
	         Orlando Figueroa
	          Vice President


                

              

            

          

        

      

    

  





  
    
      
        
          
            
              
                 

                	ASSIGNOR: POINT WEST CAPITAL CORPORATION,
	a Delaware corporation
	
	/s/    John Ward Rotter
	

                    
	        John Ward Rotter
	        CEO


                

              

            

          

        

      

    

  





  
    
      
        
          
            
              
                 

              

            

          

        

      

    

  




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The undersigned execute this Agreement for the sole purpose of
consenting to the assignment and terms set forth herein.


 



	GE CAPITAL COMMERCIAL FINANCE
	
	/s/    Neil L. Goulden
	

    
	         Neil L. Goulden
	        SVP





 



	THE LINCOLN NATIONAL LIFE 
	INSURANCE COMPANY
	
	/s/    Bradley S. Ritter
	

    
	        Bradley S. Ritter
	        VP





 



	THE LINCOLN NATIONAL LIFE 
	INSURANCE COMPANY
	
	/s/    Bradley S. Ritter
	

    
	        Bradley S. Ritter
	        VP





 



	THE LINCOLN NATIONAL LIFE 
	INSURANCE COMPANY
	
	By: Delaware Investment Advisers, a Series of Delaware
	Management Business Trust, Its Attorney-in-Fact
	
	/s/    Bradley S. Ritter
	

    
	        Bradley S. Ritter
	        VP











	FIRST PENN-PACIFIC LIFE 
	INSURANCE COMPANY
	
	By: Delaware Investment Advisers, a Series of Delaware
	Management Business Trust, Its Attorney-in-Fact
	
	/s/    Bradley S. Ritter
	

    
	        Bradley S. Ritter
	        VP










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