MASTER AGREEMENT FOR PURCHASE OF INSURANCE POLICIES
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THIS AGREEMENT FOR PURCHASE OF INSURANCE  POLICIES (the "Agreement") is dated as
of  September  27,  1996,  by and between  Dignity  Partners,  Inc.,  a Delaware
corporation (the "Seller"),  with an office at 917 Tahoe Boulevard,  Suite 204A,
P.O. Box 8819,  Incline  Village,  NV 89452,  Mutual  Benefits  Corp., a Florida
corporation (the "Purchaser"), with an office at 2881 E. Oakland Park Boulevard,
Suite 200, Fort Lauderdale, FL 33306 and Brinkley,  McNerney,  Morgan, Solomon &
Tatum LLP ("Escrow Agent").

WHEREAS,  Purchaser desires to purchase from Seller, and Seller desires to sell,
all right, title and interest in and to the life insurance policies set forth in
Exhibit A hereto (each a "Policy" and collectively  the  "Policies"),  including
but not  limited to the right to  designate  the  beneficiary  or  beneficiaries
entitled to receive the death  benefits  payable  pursuant to the  Policies  set
forth in Exhibit A , as amended from time to time (the  "Proceeds"),  to reflect
the prepaid premiums as of each Closing Date (as hereinafter  defined),  the net
death  benefit as set forth in the updated  verifications  of  coverage  and any
additional  policies  to be  purchased  and sold  pursuant  to the  terms of the
Agreement.

WHEREAS,  title to the  policies  listed on Exhibit A is held by  Bankers  Trust
Company as the owner and/or  beneficiary  pursuant to the Agency Agreement dated
as of November 13, 1993, between Seller and Bankers Trust Company, and;.

WHEREAS, the parties hereto desire the Law Firm of Brinkley,  McNerney,  Morgan,
Solomon & Tatum,  LLP to act and it has  agreed  to act as  Escrow  Agent as set
forth below.

NOW  THEREFORE,   in  consideration  of  the  mutual  covenants  and  agreements
hereinafter set forth, the parties hereby agree as follows:

1.  Purchase  and Sale of Policy.  (a) Subject to the terms and  conditions  set
forth herein,  Seller agrees to sell,  transfer,  convey,  assign and deliver to
Purchaser and  Purchaser  agrees to purchase  from Seller,  all Seller's  right,
title and interest in and to the Policies,  including the right to designate the
beneficiaries  thereunder.  Seller  agrees that Seller,  subject to Section 1(g)
hereof,  shall have no further right,  title and interest in and to the Policies
and the Proceeds of the Policies as of the Closing Date as hereinafter defined.

(b) On or before  September 23, 1996,  the Seller shall provide to the Purchaser
copies of all policies,  medical  records and blank  assignment and  beneficiary
forms to be used in naming  Purchaser  or its  designee as assignee or owner and
beneficiary,  or both if applicable,  and shall use reasonable  efforts to cause
Medical  Escrow  Society  to  provide  to  Purchaser  updated   verification  of
Documents" shall mean all documents in Seller's  possession relating to Seller's
acquisition and ownership of any policy and include, but are not limited to, (i)
originals of all documentation and agreements executed or received in connection
with Seller's  initial  acquisition of each Policy,  including  original medical
records,  medical releases,  consent forms,  insurance releases, the purchase or
letter  agreement,  letter of mental  competency of the insured under and of the
original  seller  of  such  Policy,  insurance  questionnaire  completed  by the
applicable  insurance  company or groups  administrator  or  employer,  viator's
statement,   disclosure   statement   required   under   applicable   law,   and
correspondence since original acquisition, (ii) resolution of legal authority of
the corporate  officer  signing on behalf of Seller and (iii) original of policy
or copy of handbook, if available.

(c) On or before October 4, 1996, the Purchaser shall complete the assignment of
ownership and change of  beneficiary  documents and return them to the Seller to
be  signed,  held and  delivered  by Seller  pursuant  to  paragraph  1(e).  The
Purchaser shall have the right at any time prior to the receipt of the Corporate
Approved  Documents (as herein  defined),  to substitute with the Seller revised
change of beneficiary  documents  provided that the Escrow Agent  simultaneously
verifies  that it is holding an amount not less than the agreed  Purchase  Price
(as herein defined) for all of the Policies.

(d) At the time that the Purchaser  delivers  pursuant to paragraph  1(c) to the
Seller the assignment  and/or change in beneficiary  forms for each policy,  the
Escrow Agent shall acknowledge to the Seller that the Escrow Agent is holding in
escrow an amount not less than the  aggregate  Purchase  Price for the Policies.
Such funds shall be held and disbursed by the Escrow Agent pursuant to the terms
of this Agreement.

(e)  Within two  business  days of receipt of  corporate  approval  pursuant  to
paragraph  4(b) of this  Agreement,  the Seller shall deliver to the  applicable
insurance company or other party properly executed  assignments of ownership and
changes of  beneficiaries  necessary to cause such insurance  companies or other
applicable parties to designate  Purchaser or its designee,  except as set forth
in Section 3 of this Agreement,  (A) if an individual  policy,  (i) the owner or
absolute  assignee and (ii) the sole  beneficiary  under the Policy and (B) if a
group  policy,  (i) the absolute  assignee or (ii) the  irrevocable  beneficiary
under the Policy and the  "Corporate  Approval  Documents."  If the Seller shall
fail to  provide  to the  Purchaser  within 90 days of the date  this  Agreement
documents  showing  corporate  approval  of this  transaction  as  described  in
paragraph 4 (b) below, this Agreement shall be deemed null and void.

(f) Upon receipt of written acknowledgment from the applicable insurance company
or other party of the assignment of ownership  and/or change of beneficiaries on
each  Policy,  (the  "Closing  Date") the Escrow  Agent  shall  disburse by wire
transfer  the Purchase  Price for that Policy to the Seller  within one business
day provided that in the event more than 20 such acknowledgments are received in
any one day Escrow  Agent shall have  reasonable a time to disburse the Purchase
Price for such  policies.  Upon  receipt of the  Purchase  Price for any Policy,
Seller shall deliver to Purchaser the remaining Closing Documents.

(g) In the  event of the death of a person  insured  under a Policy  before  the
change of beneficiaries is acknowledged by the insurance company or other party,
or in the event the Escrow  Agent has not  received  the written  acknowledgment
required  under  paragraph  1(f) for any  Policy  within 90 days of the date the
assignment and/or beneficiary form was delivered pursuant to paragraph 1(e), the
purchase and sale of such Policy shall be rescinded  and both parties shall take
all reasonable action in order to place the other party in the position it would
have  been in  prior to such  purchase  and  sale.  Such  action  on the part of
Purchaser shall include,  but not be limited to, reassigning such Policy and the
beneficiary  rights  thereunder  to Seller  and  returning  any  death  benefits
Purchaser  may have  received  for such  Policy.  Such action on the part of the
Seller shall include,  but not be limited to,  returning the purchase price paid
in respect of such Policy,  together with any interest thereon, and any premiums
Purchaser may have paid on such Policy.  Seller shall have a reasonable  time to
distribute the purchase price for such policies.

2. Purchase Price. In consideration of the sale, transfer, conveyance assignment
and delivery of each Policy,  Purchaser shall, in full payment  thereof,  pay to
the Seller a total Purchase Price equal to (i) 61.86% of the aggregate net death
benefits  shown in Exhibit A for each Policy and (ii) the pro rata amount of any
prepaid  premium paid by Seller as of the Closing  Date. In the event any Policy
listed on Exhibit A is not  transferred  to the  Purchaser  or its  assign,  the
Purchase  Price shall be reduced by an amount  equal to 61.86% of the  aggregate
net benefits and the pro rata amount of any prepaid premium set forth in Exhibit
A for any  Policy  not  transferred.  The Seller  shall be  responsible  for the
payment of any premiums  that are due under the normal terms and  conditions  of
the Policy,  on or before the  Closing  Date for any of the  Policies  listed on
Exhibit "A".

3. Assumption of Liabilities.  To the extent that any viatical settlement broker
or other party is designated as a beneficiary  or entitled to receive a fee upon
collection of the Proceeds as set forth in Exhibit A, such broker or other party
shall be continued to be so named or so entitled and the Purchaser  agrees to so
pay such fee upon collection of the proceeds of the such Policy.

4. Covenants, Representations and Warranties of Seller. Seller hereby covenants,
represents and warrants to Purchaser as follows:

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

(b) Authorization and Approval of Closing  Documents.  Seller has obtained Board
of Director  approval for this transaction and Seller shall use its best efforts
to obtain  shareholder  approval and provide written  evidence of said approvals
reasonably satisfactory to the Purchaser ("Corporate Approval Documents") in the
form of copies of such  corporate  resolutions  of the Seller  duly  authorized,
certified and executed by the Secretary of Seller showing  shareholder and Board
of Director  approval of this sale. If such  shareholder  is not obtained,  this
Agreement shall be deemed null and void.

(c) Execution, Delivery and Performance of Closing Documents; Authority. Neither
the execution,  delivery nor  performance of this Agreement or any other Closing
Document by Seller will,  with or without the giving of notice or the passage of
time, or both,  conflict with, result in a default,  right to accelerate or loss
of rights under,  or result in the creation of any lien,  charge or  encumbrance
pursuant to any mortgage, deed of trust, lease, license, agreement, law, rule or
regulation  or any order,  judgment  or decree to which  Seller is a party or by
which  Seller may be bound or affected.  Seller has full power and  authority to
enter into this  Agreement and this  Agreement  constitutes a vallid and binding
obligation of the Seller.

(d) Original  Acquisition of Policies.  To the best of Seller's  knowledge after
due inquiry, Seller has complied with all applicable laws in connection with its
original  acquisition  and ongoing  servicing of each Policy.  Each  purchase or
letter agreement  executed in connection with the Seller's original  acquisition
of  each  respective  Policy  was  validly  authorized  by  the  Seller  and  is
enforceable in accordance with its respective terms.

(e) Title to Policy. To the best of Seller's  knowledge after due inquiry,  each
Policy,  when issued,  was validly issued, is enforceable in accordance with its
terms,  Seller is the named  owner or acting on behalf of the named owner of the
Policy,  and Seller has the legal right to either (i) assign  ownership  or (ii)
designate the beneficiary  thereunder.  Neither the Policy nor the Proceeds,  to
the best of Seller's  knowledge  after due inquiry,  is subject to any mortgage,
pledge,  charge,  security interest,  encumbrance or adverse claim of any nature
whatsoever,   direct  or  indirect,  whether  accrued,  absolute  contingent  or
otherwise,  including  without  limitation,  claims of lien holders,  collateral
assignees and irrevocable  beneficiaries,  except as may be set forth in Exhibit
A. To the best of Seller's knowledge after due inquiry, there exists no material
fact which would  impair the  validity or  enforceability  of or amount  payable
under any Policy.

(f) Litigation. There is no litigation pending or threatened against Seller that
could have an adverse effect on this transaction or any Policy.

(g) Undertakings.  Seller shall, to the extent it has knowledge, promptly notify
Purchaser of: (i) a change from the insured's current address,  telephone number
or employment (if any); (ii) a change in the insured's  attending  physician(s);
(iii) any change regarding the diagnosis, treatment and prognosis of the current
mental and physical  condition of the insured;  and (iv) the death of any person
insured under a Policy.  Further,  Seller shall notify  Purchaser of and forward
correspondence  received  in  connection  with any  Policy  and shall  cause the
execution and delivery of any document,  certificate or other written  statement
required  to be  executed  by Seller or  Banker's  Trust  Company to activate or
maintain any disability  waiver of premium  provision on any Policy.  Nothing in
this Section (4)(g)  creates an affirmative  duty to obtain or inquire as to any
of the  foregoing.  Seller  agrees to take any and all  actions,  or cause  such
action to be taken,  reasonably requested by Purchaser,  including the execution
and delivery of additional  documents or  information,  in  connection  with the
consummation  of the transaction  contemplated by this Agreement,  or reasonably
requested by Purchaser.

5. Representations and Warranties of Purchaser.  Purchaser hereby represents and
warrants to Applicant as follows:

(a)  Organization.  Purchaser is a corporation duly organized,  validly existing
and in good standing  under the laws of Florida and has full power and authority
to enter into this Agreement and to carry out the  transactions  contemplated by
this  Agreement and the other Closing  Documents.  This  Agreement and the other
Closing Documents constitute valid and binding obligations of Purchaser.

(b)  Authorization  and  Approval  of  Closing  Documents.  All  proceedings  or
corporate  action  necessary to be taken by Purchaser to authorize the execution
and delivery of this Agreement and the other Closing Documents have been taken.

(c) Execution, Delivery and Performance of Closing Documents; Authority. Neither
the  execution,  delivery or  performance of this Agreement or any other Closing
Document by Purchaser  will, with or without the giving of notice or the passage
of time, or both,  conflict  with,  result in a default,  right to accelerate or
loss of  rights  under,  or  result  in the  creation  of any  lien,  charge  or
encumbrance   pursuant  to  any   provision  of   Purchaser's   Certificate   of
Incorporation or By-laws,  mortgage,  deed of trust, lease, license,  agreement,
law, rule or regulation or any order, judgment or decree to which Purchaser is a
party or by which it may be bound or affected.

(d)  Undertakings.  Purchaser  shall,  to the extent it has knowledge,  promptly
notify  Seller of the death  occurring  prior to the Closing  Date of any person
insured under a Policy.

(e)  Litigation.  There  is no  pending  or  threatened  litigation  pending  or
threatened  against  Purchaser  that  could  have  an  adverse  effect  on  this
transaction or any Policy.

(f)  Acquisition  of Policies.  To the best of Purchaser's  knowledge  after due
inquiry,  Purchaser has complied with all applicable laws in connection with its
acquisition of each Policy.

6.       Indemnification.

(a) Seller Indemnity. I. Seller hereby indemnifies and agrees to defend and hold
Purchaser and its affiliates and respective directors,  shareholders,  employees
and controlling  persons harmless from any, against and in respect of (and shall
on demand reimburse Purchaser for):

         (i) any and all loss,  liability  or damage  suffered  or  incurred  by
Purchaser in respect of or in connection with any claim arising under any Policy
in connection with the breach of any representation or warranty by Seller or the
ownership and servicing by the Seller or its affiliates  occurring  prior to the
Closing Date or relating to the business or activities of the Seller; and

         (ii)  any  and  all  actions,  suits,  proceedings,   claims,  demands,
assessments judgments, costs and expenses,  including without limitation,  legal
fees and expenses, incident to any of the foregoing or incurred in investigating
or  attempting  to avoid  the same or oppose to the  imposition  thereof,  or in
enforcing this indemnity.

         II.  In case a claim  shall  be made or any  action  shall  be  brought
against the  Purchaser  based upon  Section  6(a)(I.) of this  Agreement  and in
respect to which  indemnity can be sought against the Seller  pursuant  thereof,
the Purchaser shall promptly notify the Seller in writing,  and the Seller shall
promptly assume the defense thereof,  including the employment of counsel chosen
by the Seller and approved by the Purchaser  (provided that such approval by the
Purchaser shall not be unreasonably  withheld),  the payment of all expenses and
the right to negotiate and consent to settlement. If the Purchaser is advised in
a written  opinion of counsel that there may be legal  defenses  available to it
which are adverse to or in conflict with those available to the Seller,  or that
the defense of the Purchaser should be handled by separate  counsel,  the Seller
shall not have the right to assume the  defense of the  Purchaser,  but shall be
responsible for the fees and expenses of counsel retained by the Purchaser,  and
provided  also that,  if the Seller  shall have  failed to assume the defense of
such action or to retain counsel reasonably satisfactory to the Purchaser within
a reasonable time after notice of the commencement of such action,  the fees and
expenses of counsel retained by the Purchaser.  Notwithstanding, and in addition
to, any of the foregoing,  the Purchaser shall have the right to employ separate
counsel with respect to any such claim or in any such action and to  participate
in the defense thereof,  but the fees and expenses of such counsel shall be paid
by the Purchaser  unless the  employment  of such counsel has been  specifically
authorized,  in writing,  by the Seller.  The Seller shall not be liable for any
settlement of any such action effected without its consent,  but if settled with
the consent of the Seller or if there be a final  judgment for the  plaintiff in
any such action with or without consent, the Seller agrees to indemnify and hold
harmless the Purchaser  from and against any loss or liability by reason of such
settlement or judgment.

(b) Purchaser  Indemnity.  I. Purchaser  hereby agrees to indemnify,  defend and
hold Seller harmless and its affiliates and respective directors,  shareholders,
employees and controlling  persons harmless from and against,  and in respect of
(and shall on demand reimburse Seller for):

         (i) any and all loss,  liability  or damage  suffered  or  incurred  by
Seller in respect of or in connection with any claim arising under any Policy in
connection with the breach of any representation or warranty by Purchaser or the
ownership and servicing by the Purchaser or its affiliates occurring on or after
the Closing Date or relating to the business or activities of the Purchaser; and

         (ii)  any  and  all  actions,  suits,  proceedings,   claims,  demands,
assessments, judgments, costs and expenses, including, without limitation, legal
fees and expense,  incident to any of the foregoing or incurred in investigating
or  attempting  to avoid the same or to oppose  the  imposition  thereof,  or in
enforcing this indemnity.

         II.  In case a claim  shall  be made or any  action  shall  be  brought
against the Seller based upon Section  6(b)(I) of this  Agreement and in respect
of which  indemnity can be sought against the Purchaser  pursuant  thereto,  the
Seller shall promptly  notify the Purchaser in writing,  and the Purchaser shall
promptly assume the defense thereof,  including the employment of counsel chosen
by the Purchaser and approved by the Seller  (provided that such approval by the
Seller shall not be unreasonably withheld),  the payment of all expenses and the
right to  negotiate  and  consent to  settlement.  If the Seller is advised in a
written  opinion of counsel  that there may be legal  defenses  available  to it
which are adverse to or in conflict with those  available to the  Purchaser,  or
that the  defense of the  Seller  should be handled  by  separate  counsel,  the
Purchaser  shall not have the right to assume  the  defense of the  Seller,  but
shall be  responsible  for the fees and  expenses  of  counsel  retained  by the
Seller,  and provided also that,  if the  Purchaser  Seller shall have failed to
assume the defense of such action or to retain counsel  reasonably  satisfactory
to the Seller within a reasonable time after notice of the  commencement of such
action,   the  fees  and   expenses   of  counsel   retained   by  the   Seller.
Notwithstanding, and in addition to, any of the foregoing, the Seller shall have
the right to employ  separate  counsel  with respect to any such claim or in any
such action and to participate in the defense thereof, but the fees and expenses
of such  counsel  shall be paid by the  Seller  unless  the  employment  of such
counsel has been  specifically  authorized,  in writing,  by the Purchaser.  The
Purchaser  shall not be liable for any  settlement  of any such action  effected
without its  consent,  but if settled  with the consent of the  Purchaser  or if
there be a final  judgment for the  plaintiff in any such action with or without
consent, the Purchaser agrees to indemnify and hold harmless the Seller from and
against any loss or liability by reason of such settlement or judgment.

7.  Survival of  Representations,  Warranties  and  Covenants.  Each  statement,
representation, warranty, indemnity, covenant and agreement in this Agreement or
in any information document,  certificate or other instrument delivered by or on
behalf of Seller  pursuant or as incident to this  Agreement  shall  survive the
consummation of the transaction contemplated by this Agreement.

8. Notices. Any and all notices or other communications required or permitted to
be given under any provisions of this Agreement shall be in writing and shall be
deemed to have been duly given when  delivered  or mailed by  overnight  courier
addressed  to the party at the  addresses  set forth in the preamble (or at such
other  address as either party may specify by notice to the other party given as
aforesaid).

9. Legal And Other Costs. In the event that any party (the  "Defaulting  Party")
defaults  under this Agreement  and, as a result  thereof,  the other party (the
"Non-Defaulting  Party") seeks to legally enforce rights  hereunder  against the
Defaulting  Party,  then, in addition to all damages and other remedies to which
the Non-Defaulting  Party is entitled by reason of such default,  the Defaulting
Party shall  promptly  pay to the  Non-Defaulting  Party an amount  equal to all
costs and expenses  (including  reasonable  attorneys' fees) paid or incurred by
the Non-Defaulting Party in connection with such enforcement.

10.  Miscellaneous

(a) Entire  Agreement.  This  writing  constitutes  the entire  agreement of the
parties  with  respect to the  subject  matter  hereof and may not be  modified,
amended or terminated except by written agreement specifically referring to this
Agreement signed by the parties hereto.

(b) Waiver.  No waiver of any breach or default  hereunder shall be valid unless
in writing and signed by the party giving such waiver,  and no such waiver shall
be deemed a waiver of any  subsequent  breach or  default of the same or similar
nature.

(c)  Successors and Assigns.  This Agreement  shall be binding upon and inure to
the benefit of (i) Purchaser and its successors and assigns, and (ii) Seller and
its successors and assigns.

(d) Section Headings. The Section headings contained herein are for the purposes
of convenience  only and are not intended to define or limit the contents of the
Sections.

(e)  Cooperation.  Each party  hereto shall  cooperate,  shall take such further
action and shall execute and deliver such further documents as may be reasonably
requested  by any other  party in order to carry out any of the  provisions  and
purposes of this Agreement.

(f)  Counterparts.  This Agreement may be executed in one or more  counterparts,
all of which taken together shall be deemed an original.

(g) Governing Law and  Jurisdiction.  This Agreement and all amendments  thereof
shall be governed by and construed in  accordance  with the laws of the State of
Florida.  Notwithstanding the foregoing, any action at law or in equity shall be
filed in any  appropriate  State or Federal  court  located  in Broward  County,
Florida. The parties to this Agreement hereby consent and submit to the personal
jurisdiction of such courts for the purposes of litigating any such action.

11. Purchaser and Seller appoint Brinkley, McNerney, Morgan, Solomon & Tatum LLP
as Escrow Agent  hereunder  for the purpose of holding funds for the purchase of
policies. The Escrow Agent shall hold and release monies pursuant to paragraph 1
of this  Agreement.  In those cases where the ownership of a policy is not being
transferred  pursuant to  Paragraph  1(g),  the Escrow  Agent  shall  return the
Purchase  Price  of  that  policy  to  the  Purchaser  after  reviewing  written
notification from the Seller.

12. In  performing  its  duties as Escrow  Agent,  Brinkley,  McNerney,  Morgan,
Solomon & Tatum LLP shall not incur any  liability to Seller or to Purchaser for
any damages,  losses or expenses which either party may sustain or incur, unless
the same is a direct  result of the  breach  of this  Agreement,  negligence  or
intentional  misconduct of Escrow Agent.  Escrow Agent shall be entitled to rely
on any document(s) which Escrow Agent reasonably  believes satisfy the terms and
conditions of the escrow.  Seller and  Purchaser  each hereby agree to indemnify
and hold  harmless  Escrow  Agent from and against all losses,  claim,  damages,
liabilities  and expenses  which it may sustain or incur  hereunder,  including,
without limitation, reasonable attorney's fees, which may be imposed upon Escrow
Agent or incurred by Escrow  Agent in  connection  with the  performance  of its
duties herein, except for such losses, claims, damages, liabilities and expenses
related to Escrow  Agent's breach of this  Agreement,  negligence or intentional
misconduct.  Seller understands that the Law Firm of Brinkley, McNerney, Morgan,
Solomon & Tatum,  LLP, Escrow Agent, is not rendering any legal advice to Seller
and has no  responsibility  with regard to the transaction  contemplated in this
Agreement  other than to comply with the terms of the  provisions  of paragraphs
1(d), 1(f), 1(g), 11 and 12 of this Agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

ATTEST                                      PURCHASER
                                            MUTUAL BENEFITS CORP.




By:                                         By:
   -----------------------------               -----------------------------
                                               Les Steinger, President

--------------------------------
Typed or Printed Name of Witness

ATTEST                                      SELLER
                                            DIGNITY PARTNERS, INC.




By:                                         By:
   -----------------------------               -----------------------------
                                               Alan B. Perper
                                               President

--------------------------------
Typed or Printed Name of Witness


This Agreement is executed by Brinkley,  McNerney,  Morgan,  Solomon & Tatum LLP
solely as Escrow Agent and Escrow Agent has no responsibility with regard to the
transaction  contemplated  in this Agreement other than to comply with the terms
of the provisions of paragraphs 1(d), 1(f), 1(g), 11 and 12 of this Agreement.


ATTEST                                    ESCROW AGENT
                                          BRINKLEY, MCNERNEY, MORGAN,
                                          SOLOMON & TATUM LLP




By:                                       By:
   -----------------------------             -----------------------------  

                                             Michael J. McNerney