AMENDMENT NO. 1
                            TO DIGNITY PARTNERS, INC.
                  STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS


A.       All  references to "Dignity  Partners,  Inc."  contained in the Dignity
         Partners,  Inc.  Stock  Option Plan for  Non-Employee  Directors   (the
         "Plan"),  including  references  on the cover page,  table of contents,
         page one and  Section 1 of the Plan,  are  hereby  amended  to refer to
         "Point West Capital Corporation,"

B.       Section 2 of the Plan is amended to delete  therefrom the definition of
         "Committee" and the definition of "Rule l6b-3."

C.       The first sentence of Section 3(a) of the Plan is amended  and restated
         to read in its  entirety  as follows:

                  Subject to  Sections  3(b) and 7, the number of Common  Shares
                  issued or transferred upon exercise of Option Rights, plus the
                  number of Common Shares covered by  outstanding  Option Rights
                  shall not in the aggregate exceed 150,000 Common Shares, which
                  may be Common  Shares of original  issuance  or Common  Shares
                  held in treasury or a combination thereof.

D.  Section  6(f) of the Plan is amended and restated to read in its entirety as
    follows:

                  Except  as  set  forth   below,   no  Option  Right  shall  be
                  transferable  other  than by will or the laws of  descent  and
                  distribution and each Option Right may be exercised, during an
                  Optionee's lifetime,  only by the Optionee or, in the event of
                  the Optionee's incapacity, including incapacity arising from a
                  Disability, by the Optionee's guardian or legal representative
                  acting in a fiduciary capacity. Notwithstanding the foregoing,
                  (i) an Optionee may transfer part or all of an Option Right to
                  one or  more persons, each of whom is a "family member" of the
                  Optionee  (within the meaning of General  Instruction  A(5) of
                  Form  S-8)  provided  that  (A) the  Optionee,  at the time or
                  within 12 months  prior to the time of the notice  referred to
                  in clause (C) below,  is or was  serving as a Director  of the
                  Corporation, (B) each such transfer is without value through a
                  gift or a domestic  relations order, (C) the Optionee provides
                  to the  Corporation  at least 15 days prior written  notice of
                  each such transfer,  and (D) the Optionee and each such family
                  member provides to the Corporation prior to each such transfer
                  any   additional   information   and   documentation   as  the
                  Corporation may request to confirm that the provisions of this
                  clause (i) are
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                  satisfied   and  that  Form  S-8  will  be  available  to  the
                  Corporation  with  respect  to any  exercise(s)  of the Option
                  Right  by  each  such  family  member  transferee,   and  (ii)
                  thereafter,  such family member  transferee  may exercise such
                  Option  Right.  No  transferee of an Option Right may transfer
                  such Option Right to any other person.

E.       All references to "the Committee"  contained in Section 7 of' the Plan
         are hereafter  amended to read "the  Board."

F.       The first sentence of Section 9 of the Plan is amended and restated to
         read in its entirety as follows:

                  This Plan shall be administered by the Board.

G.       All references to "the  Committee"  contained in Section 9 of the Plan
         are hereafter  amended to read "the  Board."

H.       Section 10 of the Plan is hereby amended and restated to read in its
         entirety as follows:

         10.      Amendments. This Plan may be terminated, and from time to time
         ---      ----------
                  amended  by the  Board;  provided,  however,  that  except  as
                                           --------   -------
                  provided in Section 7, no such  amendment  shall  increase the
                  number of Common  Shares  specified  in Section  3(a)  without
                  further approval of the  stockholders of the  Corporation.  No
                  amendment or  termination of the Plan shall  adversely  affect
                  any  outstanding  Option  Right  without  the  consent  of the
                  Optionee.

I.       Section 12 of the Plan is hereby amended to delete therefrom subsection
         4(c).

J.       Section 13(c) of the Plan is hereby amended and restated to read in its
         entirety as follows:

         (c)      There is a report filed on Schedule 13D or Schedule TO (or any
                  successor  schedule,  form or  report),  each  as  promulgated
                  pursuant to the  Exchange Act  disclosing  that any person (as
                  the term  "person"  is used in  Section  13(d)(3)  or  Section
                  14(d)(2)  of the  Exchange  Act) (other than any of Bradley N.
                  Rotter,  Alan B.  Perper or John  Ward  Rotter or any of their
                  respective  family  members or  affiliates)  has or intends to
                  become the beneficial owner (as the term "beneficial owner" is
                  defined under Rule 13d-3 or any  successor  rule or regulation
                  promulgated under the Exchange Act) of securities representing
                  20%  or   more   of  the   combined   voting   power   of  the
                  then-outstanding Voting Stock, including,  without limitation,
                  pursuant to a tender offer or exchange offer;