LIFE
SETTLEMENT POLICIES ORIGINATION AGREEMENT

       

      This Life
Settlement Policies Origination Agreement (this “Agreement”) is entered into as
of February 10, 2009, by and between Christian Stanley, Inc., (the “Purchaser”),
a Delaware corporation, and Life Settlements International, LLC, a Delaware
limited liability company (the “Provider”).

       

      WITNESSETH:

       

      WHEREAS,
the Purchaser desires to purchase from the Provider certain in-force life
insurance polices (the “Policies”), subject to the terms and conditions of this
Agreement; and

       

      WHEREAS,
the Provider desires to sell to the Purchaser the Policies, subject to the terms
and conditions of this Agreement;

       

      NOW,
THEREFORE, in consideration of the mutual covenants, representations and
warranties contained in this Agreement, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:

       

      AGREEMENT:

       

      
        	
                1.

              	
                Definitions.

              


      

       

      
        	
                1.1

              	
                For
      all purposes of this Agreement, capitalized terms not otherwise defined
      herein shall have the meanings set forth
below:

              


      

       

      “Affiliate” means,
with respect to any Person, any other Person controlling or controlled by or
under common control with such specified Person.  For purposes of this
definition, “control,” when used with respect to a specific Person, means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the term “controlling” and “controlled” have meanings correlative
to the foregoing.

       

      “Broker” means any
viatical or life settlement broker, duly licensed as such where required under
applicable law, or other Person authorized by a Seller and permitted under
applicable law to represent or otherwise act as the agent of such Seller in
connection with the purchase of a Policy.

       

      “Business Day” means a
day other than a Saturday or Sunday on which commercial banks in the City of New
York are not authorized or required to be closed for business.

       

      “Change of
Ownership/Beneficiary Form” means, with respect to each Policy, a change
of ownership form/change of beneficiary form executed by the related
Seller.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      “Conveyed Property”
shall have the meaning assigned to such term in Section 2.1 hereof.

       

      “Disbursement
Schedule” shall have the meaning assigned to such term in Section 2.2(d)
hereof, and the form of Disbursement Schedule is attached hereto as Exhibit
“A.”

       

      “Draw Account” means
an account established and maintained by the Purchaser at the Escrow Agent or
any other account designated by the Purchaser to be used to fund purchases of
Policies pursuant to Section 7.4.

       

      “Escrow Agent” means
the Person chosen by the Provider and the Purchaser to serve in the capacity as
escrow agent under the Escrow Agreement.

       

      “Escrow Agreement”
means the Seller’s Escrow Agreement and any such other escrow agreement
established by the Provider and/or the Purchaser to effectuate the sale and
purchase of each Policy.

       

      “Escrow Date” means,
with respect to any Policy, the date on which the Escrow Agent is to withdraw
funds in an amount equal to the related Gross Acquisitions Costs from the Draw
Account and deposits such funds into the related Seller’s Escrow Account
pursuant to the Disbursement Schedule.

       

      “Escrow Release Date”
means, with respect to any Policy, the date on which the Escrow Agent releases
funds from the Seller’s Escrow Account in accordance with the Seller’s Escrow
Agreement, which date will be no later than the Business Day following the day
on which the Escrow Agent receives written confirmation that the Issuing
Insurance Company has processed the Change of Ownership/Beneficiary
Forms.

       

      “Gross Acquisition
Costs” means, with respect to any Policy an amount equal to the sum of
(a) the Purchase Price, (b) the Origination Fee and (c) any related escrow
expenses, costs or fees.

       

      “Insolvency Event”
means with respect to any Person either:

       

      (a)           a
case or other proceeding shall be commenced, without the application or consent
of such Person, in any court, seeking the liquidation, reorganization, debt
arrangement, dissolution, winding up, or composition or readjustment of debts of
such Person, the appointment of a trustee, receiver, custodian, liquidator,
assignee, sequestrator or the like for such Person or all or substantially all
of its assets, or any similar action with respect to such Person under any law
relating to bankruptcy, insolvency, reorganization, dissolution, winding up or
composition or adjustment of debts, and such case or proceeding shall continue
undismissed, or unstayed and in effect, for a period of 60 consecutive days; or
an order for relief in respect of such Person shall be entered in an involuntary
case under the federal bankruptcy laws or other similar laws now or hereafter in
effect; or


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      (b)           such
Person shall commence a voluntary case or other proceeding under any applicable
bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other
similar law now or hereafter in effect, or shall consent to the appointment of
or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) for, such Person or for any substantial
part of its property, or shall make any general assignment for the benefit of
creditors, or shall fail to, or admit in writing its inability to, pay its debts
generally as they become due, or, if a corporation or similar entity, its board
of directors or managers shall vote to implement any of the
foregoing.

       

      “Insured” with respect
to any Policy means each natural person whose life is insured by such
Policy.

       

      “Issuing Insurance
Company” means, with respect to any Policy, the insurance company that is
obligated to pay the related Net Death Benefit upon the death of the related
Insured or any other benefit provided by the terms of such Policy (or the
successor to such obligation).

       

      “Lien” means any
interest in property securing an obligation owed to, or a claim by, a Person,
whether such interest is based on the common law, statute or contract, including
but not limited to a security interest lien arising from a mortgage,
encumbrance, judgment, pledge, conditional sale or trust receipt for a lease,
consignment or bailment for security purposes, but, with respect to a Policy,
does not include the interest of the Issuing Insurance Company therein if such
interest arises solely from or with respect to a related Policy
Loan.

       

      “Net Death Benefit”
means, with respect to any Policy, as of any date of determination, the death
benefit payable under such Policy net of any Policy Loan (and accrued Policy
Loan interest not yet paid on or capitalized into any related Policy Loan) as of
such date of determination.

       

      “Origination Fee”
means an amount equal to the difference between (a) the Gross Acquisition Price
agreed to by the Purchaser and (b) the Purchase Price.

       

      “Origination Period”
means the period commencing on the date hereof and ending on the date that is 30
days from the date that either party sends written notice of such party’s desire
to terminate this Agreement.

       

      “Person” means any
individual, corporation, partnership, joint venture, association, joint-stock
company, limited liability company, trust, unincorporated association,
Governmental Authority or any other entity.

       

      “Policy Loan” means,
with respect to any Policy, any loan or other cash advances against the cash
value of such Policy, pursuant to the terns and conditions of such
Policy.

       

      “Purchase Price” means
the amount that the Provider specifies in the Sale Documentation Package will be
paid to the related Seller upon the release of funds from the Seller’s Escrow
Account on the related Escrow Release Date as payment in full for such Seller’s
sale to the Provider of the related Policy plus any broker’s commission payable
to the Seller’s authorized broker.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      “Rescission Date”
means, with respect to any Policy, the Business Day following the last day of
the Rescission Period, as specified in the related Sale Documentation
Package.

       

      “Rescission Period”
means, with respect to any Policy, the period during which any statutorily or
contractually created right of rescission of the related Underlying Sale
Agreement inures to the benefit of the Seller of such Policy until such right
terminates, as specified in the related Underlying Sale Agreement.

       

      “Sale Documentation
Package” with respect to each Policy means all of the following
documents, agreements and instruments, each substantially in the form specified
in the Underlying Sale Agreement, or forms otherwise approved by the
Provider:

       

      (a)         one
of the following: (i) the original life insurance policy, (ii) an official copy
of the life insurance policy provided by the Issuing Insurance Company, (iii) a
certificate of insurance or (iv) a lost policy certificate issued by the
applicable Issuing Insurance Company;

       

      (b)         schedule
of estimated premiums (in a policy illustration or otherwise) prepared by the
Provider;

       

      (c)         the
Underlying Sale Agreement executed by the related Seller and the
Provider;

       

      (d)         a
Change of Ownership/Beneficiary Form executed by the related
Seller;

       

      (e)         the
Escrow Agreement; and

       

      (f)          the
certificate of each retained medical underwriter delivered and such certificate
specifying the applicable mortality rating, with reasonably detailed information
regarding its derivation, supplied thereby.

       

      “Seller” means a
Person that sells to the Provider a Policy pursuant to an Underlying Sale
Agreement.

       

      “Seller’s Escrow
Account” means one or more separate accounts established by the Escrow
Agent in the name of the Provider, and designated by the Escrow Agent as a
Seller’s Escrow Account.

       

      “Transaction
Documents” means this Agreement, each Underlying Sale Agreement and each
related Escrow Agreement, in each case as the same may be amended, supplemented
or modified from time to time and all other instruments, financing statements,
documents and agreements executed in connection with any of the
foregoing.


      
        
           


        

        
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      “Underlying Sale
Agreement” means, with respect to any Policy, the purchase agreement
executed by a Seller and the Provider pursuant to which the Provider purchases
the Policy.

       

      
        	
                2.

              	
                Purchase
      and Sale of Policies.

              


      

       

      
        	
                2.1

              	
                General.  Subject
      to the terms and conditions of this Agreement, during the term of this
      Agreement, the Provider agrees to sell to the Purchaser, and the Purchaser
      agrees to purchase from the
Provider:

              


      

       

      
        
          	
                	
                  (a)

                	
                  all
      right, title and interest of the Provider in and to the Policies offered
      by the Provider to the Purchaser pursuant to Section 6.1 and irrevocably
      sold by the respective Seller to the Provider, and as to which ownership
      of such Policies has been transferred to the Purchaser, and all proceeds
      thereof, including, without limitation, the right to collect Net Death
      Benefits from the related Issuing Insurance Companies, the right to
      proceed against any state guarantee fund and other property and interests
      in property related thereto, including, without limitation, all monies due
      and to become due in respect to any of the foregoing (whether in respect
      of principal, interest, fees, expenses, indemnities, rescission payments
      or otherwise);

                


        

      

       

      
        
          	
                	
                  (b)

                	
                  all
      right, title and interest of the Provider in the related Sale
      Documentation Packages;

                


        

      

       

      
        
          	
                	
                  (c)

                	
                  all
      of the Provider’s rights, remedies, powers and privileges with respect to
      such Policies, including, without limitation, the right to enforce against
      the related Seller any obligations that arise under each of the related
      Underlying Sale Agreements (and all proceeds from such enforcement);
      and

                


        

      

       

      
        
          	
                	
                  (d)

                	
                  all
      proceeds of the foregoing (the amounts described in clauses (a) through
      (c) referred to collectively herein as the “Conveyed
      Property”).  Each sale pursuant to this Section 2.1 shall be
      without any recourse to the Provider by the
  Purchaser.

                


        

      

       

      
        	
                2.2

              	
                Purchase Obligation;
      Closing Mechanics.

              


      

       

      
        
          	
                	
                  (a)

                	
                  Subject
      to the terms and conditions set forth herein, with respect to each Policy
      in connection with which the Provider is engaged by Purchaser to purchase
      as a licensed provider in the state in which the Seller is a resident, the
      Purchaser shall fund the Gross Acquisition Costs of such Policy by
      depositing, prior to the Escrow Date, funds equal to the amount of such
      Gross Acquisition Cost into the Draw Account or such other escrow account
      established by the Purchaser for the purpose of funding the purchase
      transaction..

                


        

      

       


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                With
      respect to any Policy as to which the Provider has made a purchase offer
      to the related Seller with the expectation that the Purchaser will
      purchase such Policy from the Provider in accordance with this Agreement
      and such Seller has accepted such Purchase Offer, the Provider shall, upon
      execution of the related Underlying Sale Agreement and the Escrow
      Agreement, review the Sale Documentation Package to determine that all
      documents and information contained in such Sale Documentation Package
      have been properly completed and
executed.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Upon
      determination by the Provider that such Sale Documentation Package has
      been properly completed and executed, the Provider (i) shall deliver to
      the Purchaser a copy of the Sale Documentation Package, including such
      executed Underlying Sale Agreement and Escrow Agreement and (ii) instruct
      the Seller to cause the originals of the Change of Ownership/Beneficiary
      Form, executed by such Seller and, if applicable, by the related Insured
      or beneficiary, to be delivered to the Escrow
  Agent.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                In
      addition to the Sale Documentation Package, the Provider shall also
      complete and deliver a disbursement schedule (a “Disbursement Schedule”),
      the form of which is attached as Exhibit “A” hereto, to the Purchaser and
      the Escrow Agent which shall specify (i) the Gross Acquisition Costs for
      such Policy, (ii) the Escrow Date as the second (2nd)
      Business Day following the receipt by the Escrow Agent of an original
      executed Change of Ownership/Beneficiary Form from the Seller and (iii)
      the applicable wiring instructions for the Seller’s Escrow Account to
      which the Gross Acquisition Costs shall be deposited on the related Escrow
      Date.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Upon
      receipt of an original Change of Ownership/Beneficiary Form from the
      Seller, the Escrow Agent shall notify and send a copy of such Change of
      Ownership/Beneficiary Form to the Provider.  Upon receiving such
      copy of the Change of Ownership/Beneficiary Form from such Seller or the
      Escrow Agent, the Provider shall review such Change of
      Ownership/Beneficiary Form to determine whether it has been properly
      completed.  If the Provider determines that such Change of
      Ownership/Beneficiary Form has not been properly completed, the Provider
      shall instruct the related Seller to send a properly completed original
      Change of Ownership/Beneficiary Form to the Escrow Agent, with a copy
      thereof to the Provider.  If the Provider determines that such
      Change of Ownership/Beneficiary Form has been properly completed, the
      Provider shall (i) send written authorization to the Escrow Agent to
      forward the original of such Change of Ownership/Beneficiary Form to the
      related Issuing Insurance Company, with a copy thereof to the Purchaser,
      and (ii) instruct the Escrow Agent to forward to the Provider and the
      Purchaser any written notice the Escrow Agent receives from such Issuing
      Insurance Company confirming the processing of such Change of
      Ownership/Beneficiary Form.

              


      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      
        	
                2.3

              	
                Intent of the
      Parties.  It is the intention of the Provider and the
      Purchaser that the conveyance, transfer and assignment of each Policy
      contemplated by this Agreement shall constitute a sale of such Policy from
      the Provider to the Purchaser and that all of the Provider’s beneficial
      interest in and title to each Policy shall not be part of the Provider’s
      estate in the event of the filing of a bankruptcy petition by or against
      the Provider under any bankruptcy law.  As a precautionary
      measure, in the event that notwithstanding the contrary intention of the
      Provider and the Purchaser, the sale by the Provider to the Purchaser of
      the Policies is re-characterized as a loan, the parties intend that this
      Agreement constitute a security agreement under applicable law, and the
      Provider hereby grants to the Purchaser a first priority perfected
      security interest in, to and under each Policy and all related Conveyed
      Property and all proceeds of any of the same for the purpose of securing
      payment and performance of the Provider’s obligations under this Agreement
      and the repayment of amounts owed to the Purchaser from the Provider under
      this Agreement, and the Provider agrees to take all actions reasonably
      necessary to convey a perfected, first priority security interest in the
      Policies to the Purchaser.

              


      

       

      
        	
                2.4

              	
                Cooperation.  The
      Provider and Purchaser agree to cooperate with each other to effectuate
      the transactions contemplated hereunder and to execute and deliver any and
      all instruments and documents required to be executed in connection with
      the closing process or to otherwise consummate the purchase of Policies
      hereunder.

              


      

       

      
        	
                3.

              	
                Representations and Warranties
      of Provider.  The Provider represents and warrants to the
      Purchaser as follows:

              


      

       

      
        	
                3.1

              	
                Organization and Good
      Standing.  The Provider is a limited liability company,
      duly organized, validly existing and in good standing under the laws of
      the State of Delaware and in the states in which it conducts
      business.

              


      

       

      
        	
                3.2

              	
                Power and
      Authority.  The Provider has full power, authority and
      right to execute and deliver this Agreement, and has full power and
      authority to perform its obligations hereunder, and has taken all
      necessary action to authorize and has duly authorized the execution,
      delivery and performance of this Agreement and the performance of such
      obligations.

              


      

       

      
        	
                3.3

              	
                Binding
      Obligation.  This Agreement constitutes the legal, valid
      and binding obligations of the Provider enforceable against the Provider
      in accordance with its terms, except as enforceability may be limited by
      bankruptcy, insolvency, reorganization, moratorium and other similar laws
      affecting creditors’ rights generally or by general principles of
      equity.

              


      

       

      
        	
                3.4

              	
                Representations and
      Warranties Relating to the Policies.  With respect to the
      Policies, as of the date of the closing of the purchase of each Policy,
      (a) there are no current federal, state or local tax or other liens, of
      which Provider has actual knowledge, against the Policies; (b) to the best
      of the Provider’s actual knowledge, the Policies are not the subject of
      any lawsuit or other dispute or claim regarding the validity or
      enforceability of the Policy; (c) to the best of the Provider’s actual
      knowledge, no formal or informal claim has been made which disputes the
      existence; amount; owner; or beneficiary of the Policy; (d) to the best of
      the Provider’s actual knowledge, the Policy was not issued pursuant to an
      agreement or other arrangement whereby the premiums required to be paid on
      the Policy were paid by a third party pursuant to a recourse or
      non-recourse premium financing program; (e) to the best of the
      Provider’s actual knowledge, each original Policy owner had, on the date
      the Policy was issued, an insurable interest in the life of the insured
      under such Policy

              


      


      
        
           


        

        
          7

          
            

          

        

        
           


        

      

       

      
        	
                4.

              	
                Representations and Warranties
      of Purchaser.  The Purchaser represents and warrants to
      the Provider and any of its successor and assignees as follows, as of the
      date hereof and as of each Escrow Release
Date:

              


      

       

      
        	
                4.1

              	
                Organization and Good
      Standing.  The Purchaser is duly organized, validly
      existing and in good standing under the laws of the State of Delaware and
      has organizational power and authority to own its properties and to
      conduct its business as such properties shall then be owned and such
      business is then conducted.

              


      

       

      
        	
                4.2

              	
                Power and
      Authority.  The Purchaser has full power, authority and
      right to execute and deliver this Agreement, and has full power and
      authority to perform its obligations hereunder, including the power and
      authority to purchase the Policies and related Conveyed Property to be
      purchased, and has taken all necessary action to authorize and has duly
      authorized the execution, delivery and performance of this
      Agreement.

              


      

       

      
        	
                4.3

              	
                Binding
      Obligation.  This Agreement constitutes the legal, valid
      and binding obligation of the Purchaser enforceable against the Purchaser
      in accordance with its terms, except as enforceability may be limited by
      bankruptcy, insolvency, reorganization, moratorium and other similar laws
      affecting creditors’ rights generally or by general principles of
      equity.

              


      

       

      
        	
                4.4

              	
                Policies.  The
      Purchaser is not acquiring an interest in Policies based upon any
      representation, oral or written, by the Provider, including, without
      limitation, any representation or warranty with respect to the future
      value of, or income from, the Policies but rather upon its independent
      examination and judgment.  The Policies were not offered to the
      Purchaser by means of any publicly disseminated advertisements or sales
      literature, nor is the Purchaser aware of any offers made to other persons
      or entities by such means.  The Provider makes no representation
      or warranty to the Purchaser as to (a) the fitness of any Policy for any
      particular use or business purpose of the Purchaser, (b) the accuracy of
      any assessment of life expectancy or the mortality rating provided by any
      medical underwriter, or the appropriateness of the methodology used by any
      medical underwriter to assess a life expectancy or assign a mortality
      rating, (c) the accuracy of any mortality table, or (d) the amount the
      Purchaser ultimately may recover as proceeds of any Policy or the timing
      of its receipt of any such amounts.

              


      

       

      
        	
                4.5

              	
                No
      Disputes.  To the best of the Purchaser’s knowledge, none
      of the Policies the purchase of which is being funded on such Escrow Date
      (A) has been satisfied or terminated, or (B) is the subject of any pending
      suit, action, investigation, proceeding, dispute (pending or threatened),
      setoff, counterclaim, subordination, recoupment defense, abatement,
      suspension, deferment or deductible (except for loans, withdrawals or
      other advances made on or prior to the Escrow Date against the cash
      surrender value of such Policy, pursuant to the terms and conditions of
      such Policy and indicated in the Sale Documentation Package) that would
      have an adverse effect on the interests of the owner of such
      Policy.

              


      


      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

      
        	
                4.6

              	
                Compliance with Law
      and Regulations.  The Purchaser is in compliance in all
      material respects with all applicable United States federal, state and
      local laws, rules and regulations, including, without limitation, all
      federal and state securities laws, and no such federal, state or local
      laws, rules or regulations prohibit either the purchase of such Policies
      by the Provider or one or more transfers of the ownership of or beneficial
      interest in such Policies by the Provider to the
  Purchaser.

              


      

       

      
        	
                4.7

              	
                Securities
      Laws.  The Purchaser is an “accredited investor” or
      “Qualified Institutional Buyer” as such term is defined in the United
      States Securities Act of 1933.  The Purchaser (A) may purchase
      and hold the Polices, (B) may resell the Policies or interests therein and
      (C) may issue securities or other instruments or certificates representing
      interests in Policies or payable from the proceeds thereof, in each case
      only in a manner that either satisfies the requirements of, or is exempt
      from registration under, the United States Securities Act of 1933 and the
      “blue sky” or securities laws of any applicable state, and comparable
      registration requirements of any applicable non-U.S. securities
      laws.

              


      

       

      
        	
                4.8

              	
                Patriot
      Act.  Neither Purchaser nor any Affiliate or Person
      affiliated with the Purchaser or that makes funds available to Purchaser
      or any Affiliate of the Purchaser  in order to allow the
      Purchaser to fulfill its obligations under this Agreement or the
      transactions contemplated hereby or for the purpose of funding the
      investment in the Purchaser is:  (A) a person listed in the
      Annex to Executive Order No. 13224 (2001) issued by the President of the
      United States (Executive Order Blocking Property and Prohibiting
      Transactions with Persons Who Commit, Threaten to Commit, or Support
      Terrorism), (B) named on the List of Specially Designated Nationals and
      Blocked Persons maintained by the U.S. Office of Foreign Assets Control
      (C) a non-U.S. shell bank (D) a senior non-U.S. political figure or an
      immediate family member or close associate of such figure, or (E)
      otherwise prohibited from investing in the Purchaser pursuant to
      applicable U.S. anti-money laundering, anti-terrorist and asset control
      laws, regulations, rules or orders.

              


      

       

      
        	
                5.

              	
                Origination
      Fees.

              


      

       

      
        	
                5.1

              	
                In
      connection with the Origination of one or more Policies, the Purchaser
      shall pay the Provider the related Origination Fees, in each case on the
      later of the related Escrow Release Date and the expiration of any
      applicable statutory rescission period permitting the Seller to rescind
      the sale of the Policy.

              


      


      
        
           


        

        
          9

          
            

          

        

        
           


        

      

       

      
        	
                6.

              	
                Origination
      and Funding Procedures

              


      

       

      
        	
                6.1

              	
                Draw
      Account.  The Purchaser shall establish and maintain the
      Draw Account and cause funds equal to the Gross Acquisition Costs to be
      deposited therein prior to the Escrow
Date.

              


      

       

      
        	
                6.2

              	
                Funding of Policy
      Purchases.  On each Escrow Date, the Purchaser shall
      withdraw from the Draw Account and deposit the specified Gross Acquisition
      Costs for the specified Policy into the Seller’s Escrow Account as set
      forth in the Disbursement Schedule.  Pursuant to the related
      Escrow Agreement, the Escrow Agent shall withdraw, on the related Escrow
      Release Date, from the Seller’s Escrow Account and pay the applicable
      amounts set forth in Disbursement Schedule (i) to the Seller on the Escrow
      Release Date and (ii) to the Broker on the later of (a) the Escrow Release
      Date the related Rescission Date, if
applicable.

              


      

       

      
        	
                6.3

              	
                Escrow
      Agent.  The Provider and the Purchaser shall cause the
      Escrow Agent to (a) establish a Seller’s Escrow Account in connection with
      the sale of a Policy in compliance with applicable law, (b) enter into an
      Escrow Agreement with respect to the sale and purchase of a Policy, in
      form and substance reasonably acceptable to the Escrow Agent and in
      compliance with applicable law, (c) deposit in the applicable Seller’s
      Escrow Account funds sent by the Purchaser to the Escrow Agent
      representing the Gross Acquisition Costs, and (d) hold and disburse funds
      from each Seller’s Escrow Account in accordance with the terms of the
      related Escrow Agreement and the related Disbursement
      Schedule.  Without limiting the foregoing, if the Escrow Agent
      is notified by the Provider or otherwise determines that any Escrow
      Release Date will not occur, then the Provider and the Purchaser shall
      cause the Escrow Agent, within three (3) Business Days of such notice or
      determination, to deliver to the Purchaser the amounts on deposit in the
      related Seller’s Escrow Account.

              


      

       

      
        	
                7.

              	
                ADDITIONAL
      COVENANT.

              


      

       

      
        	
                7.1

              	
                The
      Purchaser will not sell, transfer, convey or assign any Policy to any
      Person except in compliance with applicable law, and each such transfer,
      sale, conveyance or assignment of a Policy will be effectuated (A) in
      accordance with all federal, state and local laws and regulations
      governing the Underlying Sale Agreement under which the Provider purchased
      such Policy and (B) pursuant to a document or instrument in which the
      transferee provides a covenant identical to this Section 9.1 (except that
      such covenant shall name the parties to such document or
      instrument).

              


      

       

      
        	
                8.

              	
                CONFIDENTIALITY

              


      

       

      
        	
                8.1

              	
                General
      Duty.  Each party hereto agrees that (i) each of the
      Transaction Documents and its contents, (ii) each Sales Documentation
      Package and its contents, (iii) all medical and personal information
      concerning the Insureds, and (iv) the identity of and information
      concerning payments to brokers or other similar parties involved in any
      Origination comprise the “Confidential
  Information.”

              


      


      
        
           


        

        
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                8.2

              	
                Reasonable
      Precautions.  Each party hereto shall take such
      precautions as may be lawful and reasonably necessary to restrain its
      officers, directors, employees, agents or representatives from disclosure
      of Confidential Information to any other Person; provided, that
      Confidential Information may be disclosed (a) to the extent that such
      Confidential Information has become publicly known other than as a result
      of a breach by the Purchaser, (b) to advisors of such party or such
      purchaser or potential purchaser that (i) execute a written agreement for
      the benefit of the other party that such advisor will comply in all
      respects with the provisions of Sections 8.1, 8.2 and 8.3 to same extent
      applicable to such party or (ii) are attorneys or accountants who are
      obligated under applicable law or codes of professional responsibility to
      maintain the confidentiality of any Confidential Information received by
      them, (c) to the extent ordered to produce such Confidential Information
      by a court or other governmental authority having appropriate jurisdiction
      over such party and the Confidential Information, but only if (to the
      extent lawful) such party promptly supplies notice to the other party of
      such order and the specific Confidential Information identified therein
      and (to the extent known by such party and lawful) the basis and purpose
      of such order, so that the other party may, at its sole cost and expense,
      contest such order and (d) to the extent necessary or appropriate in
      support of any claim or motion before any court of competent jurisdiction
      within the United States in an action including the parties to this
      Agreement or the other Transaction Documents, provided that
      such party has petitioned the court to treat such Confidential Information
      confidentially to the greatest extent permissible under law and in the
      context of such dispute.

              


      

       

      
        	
                9.

              	
                Termination.

              


      

       

      
        	
                9.1

              	
                Termination.  This
      Agreement will terminate at the end of the Origination Period and also may
      be terminated on any date by mutual written agreement of the Purchaser and
      the Provider.

              


      

       

      
        	
                9.2

              	
                Termination by the
      Purchaser.

              


      

       

      
        
          	
                	
                  (a)

                	
                  The
      Purchaser may terminate this Agreement by delivery thereby of a written
      notice to the Provider of such termination upon the occurrence
      of:

                


        

      

       

      
        	
                 
      

              	
                (i)

              	
                a
      change in any applicable law or regulation that causes it to be illegal
      for the Purchaser to continue to perform its material obligations under
      this Agreement;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      occurrence and continuance of an Insolvency Event with respect to the
      Provider not directly caused by an Affiliate thereof;
  or

              


      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (iii)

              	
                the
      occurrence of a material breach of any representation, warranty or
      covenant of the Provider hereunder and, to the extent such breach is
      capable of being cured, such breach continues uncured for more than 45
      Business Days from the date notice thereof was first delivered to the
      Provider.

              


      

       

      
        	
                9.3

              	
                Termination by the
      Provider.

              


      

       

      
        
          	
                	
                  (a)

                	
                  The
      Provider may terminate this Agreement by delivery thereby of a written
      notice to the Purchaser of such termination upon the occurrence
      of:

                


        

      

       

      
        	
                 
      

              	
                (i)

              	
                a
      change in any applicable law or regulation that causes it to be illegal
      for the Provider to continue to perform its material obligations under
      this Agreement;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      occurrence and continuance of an Insolvency Event with respect to the
      Purchaser not directly caused by an Affiliate thereof;
  or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      occurrence of a material breach of any representation, warranty or
      covenant of the Purchaser hereunder and, to the extent such breach is
      capable of being cured, such breach continues uncured for more than 45
      Business Days from the date notice thereof was first delivered to the
      Purchaser.

              


      

       

      
        	
                10.

              	
                Miscellaneous.

              


      

       

      
        	
                10.1

              	
                This
      Agreement contains the entire agreement between the parties hereto and
      supersede any and all prior or contemporaneous agreements, arrangements or
      understandings (whether written or oral) between the parties relating to
      the subject matter hereof.  No representation, inducement,
      promise or agreement, oral or otherwise, made by any party hereto which is
      not embodied or referred to herein is or therein shall be of any force or
      effect.

              


      

       

      
        	
                10.2

              	
                No
      amendment, supplement, modification, waiver or termination of this
      Agreement shall be binding unless executed in writing by the party to be
      bound thereby.  No waiver of any of the provisions of this
      Agreement shall be deemed or shall constitute a waiver of any other
      provision or breach of this Agreement, whether or not similar, unless
      otherwise expressly provided.

              


      

       

      
        	
                10.3

              	
                Any
      provision in this Agreement that is held by a court of competent
      jurisdiction to be inoperable, unenforceable or invalid shall be
      inoperable, unenforceable or invalid without affecting the operation,
      enforceability or validity of the remaining provisions
      hereof.  Each of the provisions of this Agreement shall be
      deemed to be severable from the other provisions of this
      Agreement.

              


      

       

      
        	
                10.4

              	
                This
      Agreement shall be construed and interpreted according to the internal
      laws of the State of New York, without regard to the conflict of law
      principles thereof.

              


      


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      
        	
                10.5

              	
                Each
      of the parties hereto hereby irrevocably consents and submits to the
      jurisdiction of the United States District Court for the Southern District
      of New York in New York, New York in connection with any suit, action or
      other proceeding arising out of the terms of this Agreement, and hereby
      unconditionally and irrevocably waives any objection to venue in New York,
      New York, and agrees that service of any summons, complaint, notice or
      other process relating to such suit, action or other proceeding may be
      effected in the manner provided by Section 7.6 herein.  Each of
      the parties hereto unconditionally and irrevocably waives any right such
      party may have to seek a jury trial in any such action, suit or other
      proceeding.  To the extent that any party hereto has or
      hereafter may acquire any immunity from jurisdiction of any court or from
      any legal process with respect to itself or its property, such party
      hereby waives (to the fullest extent permitted by applicable law) such
      immunity in respect of its obligations
  hereunder.

              


      

       

      
        	
                10.6

              	
                All
      notices and other communications required or permitted to be given
      hereunder must be in writing and shall be deemed effectively given (i)
      upon delivery, when delivered personally against receipt therefor, (ii)
      upon delivery when sent by certified mail, postage prepaid and return
      receipt requested to the respective addresses of the parties hereto set
      forth below, (iii) upon transmission, when transmitted by facsimile or
      other electronic transmission method, provided that receipt is confirmed
      and notice is sent by certified mail, postage prepaid and return receipt
      requested, or (iv) upon delivery, when sent by Federal Express or other
      nationally recognized overnight delivery service to the respective
      addresses of the parties hereto set forth
below.

              


      

      


      
        
          	
                  If
      to Seller:

                	
                  Life
      Settlements International, LLC

                  499
      Park Avenue

                  4th
      Floor

                  New
      York, NY 10022

                  Attention:  Stuart
      Hersch

                  Telephone:
      (212) 829-1440

                  Facsimile:
      (212) 294-7740

                
	 
      	 
      
	
                  If
      to Purchaser:

                	 
      
	 
      	
                  Christian
      Stanley, Inc.

                  1150
      Silverado Street, Suite 207

                  La
      Jolla, CA 92037

                  Attention:
      Daniel C.S. Powell

                  Telephone:
      (858) 750-6220

                  Facsimile:  (800)
      554-8692

                


        

      


      
        
           


        

        
          13

          
            

          

        

        
           


        

      

       

      
        	
                10.7

              	
                This
      Agreement may not be assigned by either party without the prior written
      consent of the other party.  This Agreement shall inure to the
      benefit of and be binding upon each of the successors and permitted
      assigns of the parties hereto.

              


      

       

      
        	
                10.8

              	
                This
      Agreement may be executed and delivered in counterparts electronically or
      by telecopy, each of which shall be deemed an original, but such
      counterparts shall together constitute but one and the same
      Agreement.  The Section headings in this Agreement are inserted
      for convenience of reference only and shall not constitute a part
      hereof.

              


      

       

      
        	
                10.9

              	
                Each
      of the parties hereto acknowledge and agree that they have had adequate
      opportunity to participate in the drafting and negotiation of this
      Agreement and that, therefore, no part of this Agreement shall be
      construed against any party by reason of such party having caused this
      Agreement to be drafted.

              


      

       

      [Signature
Page Immediately Follows]

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date(s) set forth
below.

       

      


      
        
           


        

        
          15