Exhibit 10
                                                       

                               AMENDMENT NO. 3 TO
                               -------------------
                                    INDENTURE
                                    ----------

     THIS AMENDMENT NO. 3 TO INDENTURE (this "Amendment") dated 2 July, 1997, is
                                                                ------
made by and among Dignity Partners Funding Corp. I, a Delaware  corporation (the
"Issuer"),  Dignity Partners, Inc., a Delaware corporation (the "Servicer"), and
Bankers  Trust  Company,  a New York banking  corporation,  as trustee  (herein,
together  with  its  permitted  successors  in  trusts  hereunder,   called  the
"Indenture Trustee").
                                    RECITALS

     WHEREAS,  the Issuer,  the Servicer and the Indenture  Trustee have entered
into the Indenture, dated as of February 1, 1995 (the "Indenture"),  whereby the
Issuer has issued its Senior  Viatical  Settlement  Noted,  Series  1995-A  (the
"Notes"),  which  Indenture  was amended by Amendment  No. 1 to Indenture  dated
September 29, 1995;

     WHEREAS,  pursuant to Sections 12.02 and 12.03 of the Indenture, the Issuer
has established a Collection  Account and a Liquidity Account in which funds are
held and from which funds are required to be transferred from time to time;

     WHEREAS, Heller Financial,  The Lincoln National Life Insurance Company and
First  Penn-Pacific  Life Insurance  Company together  constitute the Holders of
100% of the Notes (together, the "Holders")

     WHEREAS,  the  Holders  are  willing  to  modify  Section  12.02(d)  of the
Indenture, which Section governs payments made from the Collection Account;

     WHEREAS,  pursuant  to  Section  9.01 of the  Indenture,  the  Issuer,  the
Servicer and the Indenture Trustee,  with the consent of the Holders, may modify
the Indenture provided that the Rating Agency Condition is met;

     WHEREAS,  the Issuer,  the  Servicer  and all of the Holders are willing to
waive the requirement  that the Rating Agency Condition is met as a condition to
this  Amendment,  and all of the Holders hereby direct the Indenture  Trustee to
consent to this Amendment; and,

     WHEREAS,  promptly  after the  execution of this  Amendment the Issuer will
mail the Rating Agency a copy of this Amendment  pursuant to Section 9.01 of the
Indenture.

                                    AGREEMENT

     NOW,  THEREFORE,  in  exchange  for good  and  valuable  consideration  and
sufficiency of which are hereby acknowledged, the parties do hereby covenant and
agree as follows:


<PAGE>



Section 1.        Definitions.
                  ------------

     Capitalized  terms used herein which are not otherwise  defined herein have
the meanings ascribed to such terms in the Indenture.

Section 2.        Amendments.
                  -----------

     (a) Section 9.01 of the Indenture is hereby  amended by deleting the words:
     (i)  "and  provided  that  the  Rating  Agency  Condition  is  met";  (ii) 
     "and satisfaction   of  the  Rating  Agency   Condition";   and  (iii)  
     "and  without satisfaction of the Rating Agency Condition"

     (b) Section  12.02(d)(x) of the Indenture is hereby amended and restated to
     read as follows:

                  "To pay Dignity  Partners as Servicer  the amount  necessary  
                  to  reimburse Dignity Partners as provided in the Contribution
                  ,Sale and Servicing  Agreement for the payment of  premiums  
                  paid on any Policy  during the related  Collection Period
                  (the "Premium  Reimbursement"),  provided however, that, if to
                                                   -------- --------
                  the extent there are insufficient  funds in the Collection  
                  Account to pay Dignity Partners the  Premium   Reimbursement  
                  (the "Collection  Account Premium Reimbursement Deficiency"), 
                  Dignity Partners shall be paid the Collection Account Premium
                  Reimbursement Deficiency from the Liquidity Account, provided 
                                                                       --------
                  further however, that the Majority Noteholders may, at any 
                  ------- -------  
                  time,  provide the Indenture  Trustee with written notice that
                  Dignity Partners shall not receive any further payments on 
                  account of the Collection Account Premium  Reimbursement  
                  Deficiency from the Liquidity Account and such written notice 
                  from the Majority  Noteholders to the Indenture Trustee shall 
                  become  effective on the Business Day after the first Payment 
                  Date following such written notice."

 Section 3.        Waiver.
                   --------

     The Issuer,  the Servicer and the Holders hereby waive the  requirements of
Section  9.01 of the  Indenture  that the Rating  Agency  Condition  is met as a
condition  to this  Amendment,  and hold the  Indenture  Trustee  harmless  with
respect to such waiver and with respect to entering into this Amendment.

Section 4.        Representation and Warranties.
                  ------------------------------

     Each party by executing this Amendment hereby  represents and warrants that
the person  executing this Amendment on behalf of such party is duly  authorized
to do so, such party has full right and  authority to enter into this  Amendment
and to  consummate  the  transaction  described  in  this  Amendment,  and  this
Amendment  constitutes the valid and legally  binding  obligation of such party,
and enforceable against such party in accordance with its terms.


                                 -2-

<PAGE>




Section 5.        Effective Date.
                  ---------------

     This Amendment  shall become  effective as of April 1, 1997,  provided that
each of the following conditions is satisfied:

         (a)      The Indenture Trustee shall have received from each parties
         hereto and each Noteholder an executed counterpart of this Amendment.

         (b)     The Indenture Trustee and each Noteholder shall receive from 
         the Issuer and the Servicer a copy of a resolution passed by the board 
         of directors of each such corporation, certified by the Secretary or
         an Assistant Secretary of such corporation as being in full force and 
         effect on the date hereof, authorizing the execution, delivery and 
         performance of this Amendment.

Section 6.       Miscellaneous.
                ---------------

         (a)  Ratification of Indenture.  The terms and provisions set forth in
              ------------------------- 
         this Amendment shall modify and supersede all  inconsistent  terms and 
         provisions set forth in the Indenture and except as expressly modified 
         and  superseded by this mendment,  the  Indenture is ratified  and  
         confirmed in all respects and shall continue in full force in no
         manner be waived,  impaired or otherwise adversely affected hereby, 
         and are hereby ratified and confirmed.

         (b)      References.  The Indenture and any and all other agreements, 
         documents or instruments now or hereafter executed and delivered 
         pursuant to the terms hereof or pursuant to the terms of the Indenture
         as amended hereby, are hereby amended so that any  reference in such
         agreements to the Indenture shall mean a reference to the Indenture as 
         amended hereby.

         (c)      Counterparts.  This Amendment may be executed in two or more 
         counterparts,each or which will be deemed to be an original but all of
         which together will constitute one and the same instrument.

         (d)      Governing Law.  This Amendment shall be governed by and 
         construed in accordance with the laws of the State of New York, without
         regard to the application of choice of law principles, except to the
         extent that such laws are supersede by federal law.

         (e)      Binding Agreement.  This Amendment shall be binding upon and 
         inure to the benefit of the Issuer, the Servicer, the Indenture 
         Trustee, the Noteholders and their respective successors and
         assigns, including, without limitation, all future Holders of the 
         Notes.

         (f)      No Waiver.  By entering into this Amendment, the Holders do 
         not intend to modify any other terms, provisions, or conditions of the
         Indenture, and the Holders do not


                                 -3-


<PAGE>

         waive any defaults or events of default that may exist under the 
         Indenture or under the Contribution, Sale and Servicing Agreement.
         The Holders reserve all of their rights to exercise any and all of 
         their remedies as provided in the Indenture and documents relating 
         thereto, at such time and in such manner as provided in the Indenture
         and related documents.  Nothing contained in this Amendment shall be 
         construed or interpreted as being a waiver of any of the Holders'
         rights or remedies other than the Holders' agreement to modify the
         Indenture in accordance with this Amendment.

         IN WITNESS WHEREOF, this Amendment No. 3 to Indenture has been signed 
and delivered by the parties as of the date first above written.

                                        DIGNITY PARTNERS FUNDING CORP. I
                                          

                                        By: /S/ JOHN WARD ROTTER
                                           ----------------------------------  
                                        Title: SECRETARY
                                            ---------------------------------  

                                        DIGNITY PARTNERS, INC.

                                        By:  /S/ JOHN WARD ROTTER
                                           ----------------------------------   
                                        Title: SECRETARY
                                             -------------------------------    

                                        BANKERS TRUST COMPANY,
                                        as Indenture Trustee
                                                    

                                         By: /S/ ALFIA MONASTRA
                                            ----------------------------------  
                                         Title: ASSISTANT VICE PRESIDENT
                                               -------------------------------  

Consented and Agreed to as of the date first above written:

                                                    
                                         HELLER FINANCIAL

                                        
                                          By:/S/ KEVIN O'NEILL 
                                           ------------------------------- 
                                         Title: AVP
                                             -------------------------------

                                         THE LINCOLN NATIONAL LIFE
                                         INSURANCE COMPANY
                                         By:  Lincoln Investment Management,Inc.
                                         Its Attorney-In-Fact, having changed 
                                         its name from Lincoln
                                         National Investment Management Company

                                         By:/S/ DAVID C. PATCH 
                                            -------------------------------     
                                         Title: VICE PRESIDENT
                                             -------------------------------