LIFE PARTNERS HOLDINGS, INC.
                        OMNIBUS EQUITY COMPENSATION PLAN


        1. Establishment and Purpose of the Plan. Life Partners  Holdings,  Inc.
creates its Omnibus Equity  Compensation Plan for the purpose of joining capable
and experienced people and entities to the Company's business purposes. The Plan
shall fulfill its purpose by compensating them with equity-based  awards,  whose
value is connected to the continued growth and  profitability of the Company and
whose  characteristics of ownership fosters a mutual interest with the Company's
shareholders.

        2.  Definitions.

               (a) Affiliate:  Any entity in which the Company has a substantial
direct or indirect interest, as determined by the Committee.

               (b) Agent: An Employee, person, or entity performing services for
or referring  sellers of life insurance  policies or purchasers of such policies
to the Company or transacting  business by or through its names,  or an employee
of such person or entity.

               (c) Award: A compensation  grant related to the Company's equity,
including  Restricted  Stock,  Options,   Stock  Appreciation  Rights,  and  any
Equity-Based Award.

               (d) Awardee: An Agent to whom an Award is made.

               (e) Board of Directors: The Board of Directors of the Company.

               (f) Common Stock: The common stock of the Company, par value $.01
a share,  or such other  class or kind of shares or other  securities  as may be
applicable under Section 10.

               (g)  Company:  Life  Partners  Holdings,  Inc.,  a  Massachusetts
corporation,  or any successor to substantially all its business, and any entity
owned in whole or in part by it, if the context requires or permits.

               (h)  Committee:  The  Compensation  Committee  of  the  Board  of
Directors,  or such  other  committee  designated  by the  Board  of  Directors,
designated to administer the Plan under Section 4.

               (i)  Employee:  A  full-time   managerial,   administrative,   or
professional  person  employed by the Company,  including an officer or director
who is such an employee.

               (k)  Equity-Based Award.  An award by the Committee under Section
9 of the Plan.

               (1) Fair  Market  Value.  If the  Common  Stock is  traded on the
over-the-counter  market,  the mean  between the highest  closing bid and lowest
closing asked prices for a share of the Common Stock as reported by the National
Association of Securities Dealers Automated Quotation System, or if not reported
by that system, the mean between the closing bid and asked prices as quoted by a
source designated by the Committee;  if the Common Stock is listed on a national
or regional stock exchange,  the closing sales price per share on such exchange;

                                       8
<PAGE>

or if the Common  Stock is  neither  traded in the  over-the-counter  market nor
listed on an  exchange,  the per share  value  determined  in good  faith by the
Committee.  The  Committee may in its  discretion  average the Fair Market Value
over a period of time,  may  utilize a fair  market  value  formula  required by
Federal tax or securities laws, or may modify this definition in such ways as it
deems appropriate and consistent with the purposes of the Plan.

               (m)  Incentive   Stock   Option:   Any  Option  which  meets  the
requirements of an incentive stock option as defined in Section 422A of the U.S.
Internal Revenue Code of 1986, as amended,  or any statutory  provision that may
replace  such  Section,  other  than an Option  which  states  that it is not an
Incentive Stock Option.

               (n)  Non-Qualified Option:  Any  Option which is not an Incentive
Stock Option.

               (o)  Options:  Any  option or options  granted  from time to time
under the Plan.

               (p)  Plan:   Life  Partners   Holdings,   Inc.   Omnibus   Equity
Compensation  Plan  herein  set  forth,  as the same  may  from  time to time be
amended.

               (q) Restricted Stock: Common Stock awarded by the Committee under
Section 7 of the Plan.

               (r) Stock  Appreciation  Rights:  Rights awarded by the Committee
under Section 8 of the Plan.

        3. Eligibility. Any Agent is eligible to receive an Award.

        4.  Plan Administration.

               (a)  Administrator:   The  Plan  shall  be  administered  by  the
Committee.

               (b) Administrative Powers: The Committee shall have full power to
interpret  and  administer  the Plan and full  authority to act in selecting the
Agents or class of Agents to whom  Awards will be granted,  in  determining  the
type and  amount of Award to be  granted  to each  Agent or class of Agent,  the
terms  and  conditions  of  Awards  granted  under  the  Plan  and the  terms of
agreements  which will be entered into with Awardees.  The Committee  shall have
the power to make  regulations for carrying out the Plan, and to make changes in
such regulations as they from time to time deem proper.  Any  interpretation  by
the  Committee of the terms and  provisions  of the Plan and the  administration
thereof,  and all action taken by the Committee,  shall be final,  binding,  and
conclusive  on the Company,  its  shareholders,  Affiliates,  all Agents,  their
respective  legal  representatives,  successors,  and assigns and upon all other
persons claiming under or through any of them. As to the selection of and grants
of awards to Awardees  who are not  subject to  Sections  16(a) and 16(b) of the
Act,  the  Committee  may  delegate  any  or  all  of  its  responsibilities  to
appropriate Employees of the Company.

               (c) Administration Liability:  Members of the Board of Directors,
members of the  Committee,  or  Employees  acting  under the Plan shall incur no
liability except for gross  negligence or willful  misconduct in the performance
of their duties.

        5.  Shares Subject to Grant.

               (a)  Subject to  adjustment  as provided in Section 10, the total
number of shares of Common  Stock  which the  Company  may grant  under the Plan
shall be 3,000,000.  Any shares issued by the Company  through the assumption or

                                       9
<PAGE>

substitution of outstanding grants from an acquired company shall not reduce the
shares  available  for grants under the Plan.  Any shares  issued  hereunder may
consist,  in whole or in part,  of  authorized  and unissued  shares or treasury
shares (if any). If any shares  necessary to an Award are forfeited or the Award
otherwise  terminates without the issuance of shares, the shares subject to such
Award,  to the extent of any such  forfeiture  or  termination,  shall  again be
available for grant under the Plan.

        6. Option Rules and  Conditions.  The grant of Options shall be upon the
following rules and conditions:

               (a) Options  and Grants:  Options  shall be  evidenced  by Option
agreements.  The agreements  shall conform to the  requirements of the Plan, and
may contain such other provisions  (including  restrictions upon the exercise of
the  Option,  and  provisions  for the  protection  of  Options  in the event of
mergers, consolidations,  dissolutions, and liquidations) as the Committee shall
deem advisable.

               (b)  Option  Price:  The  price  at  which  Common  Stock  may be
purchased  upon  exercise of an Option shall be  determined  by the Committee in
accordance with its rules, or, in their absence, by the Committee's discretion.

               (c) Terms of Options: The Option agreements shall specify when an
Option may be exercisable  and the terms and conditions  applicable in the event
of the Awardee's termination of employment during the Option's term.

               (d) Incentive  Stock Option:  Each provision of the Plan and each
Option  agreement  relating to an  Incentive  Stock Option shall be construed so
that each Incentive  Stock Option shall be an incentive  stock option as defined
in  Section  422A of the  Internal  Revenue  Code of 1986,  as  amended,  or any
statutory  provision that may replace such Section,  and any provisions  thereof
that cannot be so construed shall be disregarded.  In no event may an Awardee be
granted  Incentive Stock Options which do not comply with such grant and vesting
limitations as may be prescribed by Section  422A(b)(7) of the Internal  Revenue
Code of  1986  as  amended,  or any  successor  section  or  limitation  and any
implementing regulations.

               (e) Payment of Option  Price:  The Option  price of the shares of
Common  Stock for which an Option  shall be  exercised  shall be paid in full in
cash at the time of the exercise or, with the consent of the Committee, in whole
or in part in  other  consideration.  An  Awardee  shall  have  no  rights  of a
shareholder  with  respect  to any shares of Common  Stock  subject to an Option
unless and until a stock  certificate  for such shares shall have been issued to
him or her.

        7. Restricted Stock Rules and Conditions.  The grant of Restricted Stock
shall be upon the following rules and conditions:

               (a) Restricted Stock Grants:  Restricted Stock shall be evidenced
by Restricted Stock agreements. The agreements shall conform to the requirements
of the Plan and may contain such other provisions  (including provisions for the
protection  of  Restricted  Stock  in  the  event  of  mergers,  consolidations,
dissolutions,  and  liquidations,  affecting  either the  agreement or the stock
issued thereunder) as the Committee shall deem advisable.

               (b)  Issuance of  Restricted  Stock:  Upon  determination  of the
number of shares of Restricted Stock to be granted to an Awardee,  the Committee

                                       10
<PAGE>

shall  direct  that a  certificate  representing  the number of shares of Common
Stock be issued to the Awardee  with the Awardee as the  registered  owner.  The
certificate  representing  such shares  shall either be legended to restrict the
sale, transfer,  assignment, pledge, or other encumbrances during the restricted
period or  deposited  by the Awardee,  together  with a stock power  endorsed in
blank, with the Company.

               (c) Dividends and Voting Rights: During the restricted period the
Awardee shall have the right to receive dividends from and to vote the shares of
Restricted Stock.

               (d) Delivery:  The Restricted  Stock  agreement shall specify the
duration  of  the  restricted  period  and  the  performance  and/or  employment
conditions under which the Restricted Stock may be forfeited to the Company.  At
the end of the restricted period the restrictions  imposed hereunder shall lapse
with respect to the number of shares of  Restricted  Stock as  determined by the
Committee,  and the legend may be removed or the shares  delivered,  as the case
may be, with respect to such number.  The Committee may, in its sole discretion,
modify or accelerate the vesting of shares of Restricted Stock.

               (e) Directors'  Restricted Stock.  Directors may receive, in lieu
of some or all of their  authorized cash  compensation,  Restricted Stock awards
having a value not greater than the cash foregone,  with the Committee's consent
(excluding the electing  director,  if he or she is a member).  The awards shall
have  such  terms  and  conditions  as  the  Committee  shall  determine  in its
discretion.

        8. Stock Appreciation  Rights.  The grant of Stock  Appreciation  Rights
("SARs") shall be subject to the following rules and conditions:

               (a) Stock  Appreciation Right Grants:  Stock Appreciation  Rights
are rights to receive a payment in cash,  Common  Stock,  Restricted  Stock,  or
other Equity-Based Awards as selected by the Committee.  These rights, which are
determined  by the  appreciation  in Common  Stock,  shall be evidenced by Stock
Appreciation   Rights   agreements.   Such  agreements   shall  conform  to  the
requirements of the Plan and may contain such other  provisions as the Committee
shall deem  advisable.  SARs may be granted in tandem with all or a portion of a
related  Option under the Plan  ("Tandem  SARs"),  or may be granted  separately
("Freestanding  SARs").  Tandem  SARs may be  granted  either at the time of the
grant of the option or at any time thereafter  during the term of the option and
shall be capable of being  exercised  only to the extent that the related  stock
option is capable of being  exercised.  If held by an Awardee subject to Section
16(b) of the Act,  Freestanding  SARs shall not be exercisable  within the first
six months of its  grant,  or in the case of Tandem  SARs,  within the first six
months of the grant of the related Option.

               (b) SAR Price:  The  exercise  price of a Tandem SAR shall be the
option price under the related Option.  The exercise price of a Freestanding SAR
shall  be  determined  by the  Committee.  Notwithstanding  the  foregoing,  the
Committee may  unilaterally  limit the appreciation in value of the Common Stock
attributable to the SAR at any time prior to its exercise.

               (c)  Exercise of SARs:  Tandem SARs and  Freestanding  SARs shall
entitle the Awardee to receive a payment  equal to the excess of the fair market
value of the shares of Common Stock  covered by the SARs on the date of exercise
over the exercise  price of the SARs or such lesser  amount as determined by the
Committee. Such payment may be in cash, in shares of Common Stock, or Restricted

                                       11
<PAGE>

Stock, or any combination,  as the Committee shall  determine.  Upon exercise of
Tandem  SARs as to some or all of the shares  covered by the grant,  the related
Option  shall be cancelled  automatically  to the extent of the number of shares
covered by such exercise.  Conversely,  if the related Option is exercised as to
some or all of the shares covered by the grant, the related Tandem SARs, if any,
shall be cancelled  automatically  to the extent of the number of shares covered
by the Option  exercise.  To the extent an SAR (or the  related  Option) has not
been exercised on its expiration, it will be exercised automatically and paid in
the form determined by the Committee.

               (d) Terms of SARs:  SARs  shall be subject to the terms and other
conditions  imposed by Rule  16(b)-3 of the Act,  if the SARs are  granted to an
Awardee who is subject to Section  16(b) of the Act.  SARs shall also be subject
to such other terms and  conditions not  inconsistent  with the Plan as shall be
determined by the Committee.

        9. Equity-Based  Awards. The grant of Equity-Based  Awards shall be upon
the following rules and regulations:

               (a) Equity-Based Awards: The Committee may grant awards which are
valued,  in whole or in part,  by reference to or otherwise  based on the Common
Stock. All grants shall be evidenced by written  agreements which conform to the
requirements of the Plan and may contain such other  provisions as the Committee
shall deem advisable.

               (b) In Conjunction With Other Awards:  Any Equity Based Award may
be granted alone, in addition to, or in tandem with Restricted  Stock,  Options,
SARs, or other Equity-Based Awards as the Committee may determine.

        10.  Adjustments  Upon  Changes  in  Capitalization.  In the  event of a
reorganization,  recapitalization,  stock split, stock dividend,  combination of
shares, merger,  consolidation or any other change in the corporate structure of
the Company  affecting  Common Stock, or a sale by the Company of all or part of
its  assets,  or any  distribution  to  shareholders  other  than a normal  cash
dividend, the Board of Directors shall make appropriate adjustment in the number
and kind of shares  authorized by the Plan and any  adjustments  to  outstanding
Awards as it determines appropriate.  No fractional shares of Common Stock shall
be issued pursuant to such an adjustment,  however, and the Fair Market Value of
any fractional shares resulting from adjustments  pursuant to this section shall
be paid in cash to the Awardee.

        11.  Effective Date;  Termination  and Amendment.  The Plan shall become
effective  on May 31,  2000,  subject to  shareholder  approval.  The Plan shall
remain in full force and effect until terminated by the Board of Directors,  who
shall have the power to amend, suspend or terminate the Plan at any time.

        12. Forfeiture. Awards may be forfeited if the Awardee terminates his or
her employment or contractual  relationship with the Company or an Affiliate for
any reason other than death or retirement,  except that the Committee shall have
the  authority  to  provide  for the  Award's  continuation  in whole or in part
whenever it shall  determine that such  continuation is in the best interests of
the Company.  Awards may furthermore be forfeited by an Awardee if the Committee

                                       12
<PAGE>

determines  that the Awardee has at any time engaged in any activity  harmful to
the  interest of or in  competition  with the Company or  Affiliates  or accepts
employment with a competitor.

        13. Transferability. Unless otherwise restricted in the Award agreement,
an Employee  may assign or transfer an Award to any  relative or spouse,  or any
relative of such spouse,  provided such relative is no further  removed than the
fourth degree; to any trust or estate in which the Employee,  relative,  spouse,
or  combination  thereof  have a  beneficial  interest  of 10% or  more;  to any
corporation or other  organization in which the Employee,  relative,  spouse, or
combination  thereof have a beneficial  interest of 10% or more; or to any other
person or entity if the Committee  permits.  Unless otherwise  restricted in the
Award  agreement,  a  non-Employee  Agent may assign or transfer an Award to any
other person or entity if the Committee permits.

        14.  Beneficiary  Upon  Awardee's  Death.  An  Awardee's  Award shall be
transferable at his or her death to the beneficiary designated by the Awardee on
forms prescribed by and filed with the Committee.  Upon the death of an Awardee,
such  beneficiary  shall  succeed  to the  rights  of the  Awardee.  If no  such
designation of a beneficiary  has been made, the Awardee's  Awards shall succeed
to his or her legal representative and shall be transferable by will or pursuant
to the laws of descent and distribution.

        15.  Incorporation of Prior Awards. All prior Awards made by the Company
shall be  incorporated  into this  Plan and made a part of it and be  considered
subject and entitled to all of its obligations and privileges, as if such Awards
had been originally adopted and made under this Plan.  Approval by the Company's
shareholders  of this Plan shall  presume  their  approval  of all  incorporated
Awards.

        16.  General Provisions.

               (a)  Nothing  contained  in the  Plan,  or in any  Award  granted
pursuant to the Plan,  shall  confer upon any  Employee  any right of  continued
employment  by the Company or  Affiliate,  nor alter the right of the Company or
Affiliate to terminate  the  Employee's  employment  at any time with or without
cause.

               (b) For purposes of this Plan, transfer of employment between the
Company and its Subsidiaries  and Affiliates shall not be deemed  termination of
employment.

               (c)  Nothing in this Plan,  or in any Award  granted  pursuant to
this Plan,  shall  confer  upon any  non-Employee  Agent any right of  continued
relationship  with the Company or Affiliate,  or alter the relationship  between
them,  including  any  right  of the  Company  or  Affiliate  to  terminate  its
relationship with the non-Employee Agent.

               (d)  Appropriate  provision may be made for all taxes required to
be withheld in connection with any Award,  the exercise thereof and the transfer
of shares of Common Stock in respect of any Federal, state, or local withholding
taxes whether  domestic or foreign.  In the case of the payment of Awards in the
form of Common  Stock,  the Company shall have the right to retain the number of
shares of Common Stock whose fair market value equals the amount to be withheld.

               (e) If any day on or before  which  action under the Plan must be
taken falls on a Saturday,  Sunday or legal holiday, such action may be taken on
the next succeeding day not a Saturday, Sunday or legal holiday.

                                       13
<PAGE>


               (f) Without  amending  the Plan,  awards may be granted to Agents
who are foreign nationals or employed outside the United States or both, on such
terms and conditions  different from those  specified in the Plan as may, in the
judgment of the  Committee,  be necessary or desirable to further the purpose of
the Plan.

               (g) To the  extent  that  Federal  laws  (such as the  Securities
Exchange  Act of  1934,  the  Internal  Revenue  Code of 1986,  or the  Employee
Retirement Income Security Act of 1974) do not otherwise  control,  the Plan and
all  determinations  made and actions taken pursuant hereto shall be governed by
the law of Massachusetts and construed accordingly.

               (h) The Committee may amend or substitute any outstanding  Awards
to the  extent it deems  appropriate.  Such  amendment  or  substitution  may be
unilateral  by the  Company,  provided  that  Award  substitutions  shall be for
comparable value.

               (i) The  Committee  may defer or permit an  Awardee  to defer the
receipt of consideration  under an Award pursuant to such rules as the Committee
may promulgate or as provided in an Award  agreement.  The Committee may provide
in  Award  agreements  for  the  receipt  of  interest,   dividends,   or  other
consideration  which would have been received on the Common Stock  underlying or
tied to the Award.

               (j)  Notwithstanding  any  other  provision  of the  Plan  to the
contrary, in the event of a Change in Control:

               (l)(a)  The  restrictions  and  limitations   applicable  to  any
Options,  Restricted Stock, and other  Equity-Based  Awards, in each case to the
extent not already vested under the Plan, shall lapse and such shares and awards
shall be deemed fully vested;

               (l)(b)  Any SARs  outstanding  for at least  six  months  and any
Options  awarded  under the Plan not  previously  exercisable  and vested  shall
become fully exercisable and vested;

               (l)(c) The value of all  outstanding  Options,  SARs,  Restricted
Stock, and other Equity-Based  Awards, in each case to the extent vested,  shall
unless otherwise  determined by the Committee in its sole discretion at or after
grant but prior to any Change in Control,  be cashed out on the basis determined
by the  Committee  as of the date such Change in Control is  determined  to have
occurred or such other date as the Committee  may determine  prior to the Change
in Control.

               (2)  Definition:  "Change  in  Control"  shall  mean a change  in
control of the  Company of a nature  that would be  required  to be  reported in
response to Item 5(f) of Schedule 14A of Regulation  14A  promulgated  under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or not
the  Company  is then  subject to such  reporting  requirement;  provided  that,
without limitation,  a Change in Control shall be deemed to have occurred if (A)
any   individual,   partnership,   firm,   corporation,    association,   trust,
unincorporated  organization,  or other entity, or any syndicate or group deemed
to be a person under Section  14(d)(2) of the Act, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 of the General Rules and Regulations  under the
Act), directly or indirectly,  of securities of the Company  representing 20% or

                                       14
<PAGE>

more of the combined voting power of the company's then  outstanding  securities
entitled to vote in the election of directors of the Company;  or (B) during any
period of two (2)  consecutive  years (not  including  any  period  prior to the
execution  of this  Plan),  individuals  who at the  beginning  of  such  period
constitute the Board of Directors and any new  directors,  whose election by the
Board of Directors or nomination for election by the Company's  shareholders was
approved by a vote of at least three  quarters (3/4) of the directors then still
in office who either  were  directors  at the  beginning  of the period or whose
election or nomination  for election was  previously so approved,  cease for any
reason to constitute a majority thereof. A change in control shall not be deemed
to be a Change in Control for  purposes  of this Plan if the Board of  Directors
has approved such change in control prior to either (i) the occurrence of any of
the  events  described  in the  foregoing  clauses  (A) and  (B),  or  (ii)  the
commencement  by any  person  other than the  Company of a tender  offer for the
Common Stock.


                                       15