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"**), **BROADSTREET CONTRACT SERVICES, INC.**, a Delaware corporation with an office at 48 WallStreet, New York, NY 10005 (**"Assignee"**) and the holders of the SeniorNotes (as defined herein).

RECITALS

            A.            Assignor has previouslypurchased 1000 shares of common stock (collectively, the**"Shares"**)constituting 100% of the outstanding stock of Dignity Partners Funding Corp. I, a Delawarecorporation (**"DPFC"**). Assignor is also the servicer under an Amended andRestated 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 ViaticalSettlement Notes, Series 1995-A (the **"Senior Notes"**). The holders of theSenior Notes are GE Capital Corporation as successor in interest to Heller Financial,Inc., The Lincoln National Life Insurance Company and First Penn-Pacific Life InsuranceCompany (the **"Noteholders"**).

            B.            Pursuant to Section3.01 of the Master Agreement dated as of March 31, 2000 among Assignor, DPFC, and theNoteholders, Assignor agreed to assign the Shares to the Noteholders or their designeeupon the termination of its position as servicer under the Servicing Agreement.Assignee’s term as servicer will end on September 30, 2002, and servicing willthereafter be performed by Mills, Potoczak & Company, 27600 Chagrin Boulevard, Suite200, Cleveland, Ohio, 44122 (**"MPC"**). The Noteholders desire that Assignorconvey the Shares to Assignee and that DPFC move its headquarters to MPC’s address.

            C.            Assignee desires topurchase and hold the Shares.

            NOW,THEREFORE, in consideration of the premises and the promises, covenants and undertakingscontained herein, and for valuable consideration, the receipt of which is herebyacknowledged, 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 andinterest 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 theDPFC corporate 

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

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

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

            4.             Representationsand 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 ofAssignor.

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.             Representationsand 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 abovewritten.

 

 
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 ofconsenting 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 COMPANYBy: Delaware Investment Advisers, a Series of DelawareManagement Business Trust, Its Attorney-in-Fact/s/    Bradley S. Ritter        Bradley S. Ritter        VPFIRST PENN-PACIFIC LIFE INSURANCE COMPANYBy: Delaware Investment Advisers, a Series of DelawareManagement Business Trust, Its Attorney-in-Fact/s/    Bradley S. Ritter        Bradley S. Ritter        VP
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