Exhibit 10.12


                           PURCHASE AND SALE AGREEMENT

      This  Purchase And Sale  Agreement is made as of January 16, 1997,  by and
between Viaticus, Inc., a Delaware corporation the address of which is 200 South
Wacker Drive, Chicago, Illinois 60606 ("Viaticus"),  and Dignity Partners, Inc.,
a Delaware  corporation  the address of which is 1700 Montgomery  Street,  Suite
250, San Francisco, California 94111 ("Seller").

      WHEREAS,  Seller  wishes to sell,  and Viaticus  wishes to  purchase,  the
Portfolio (as defined in Section 1.16).

      NOW,  THEREFORE,  in  consideration of the foregoing  premise,  the mutual
covenants, representations and warranties set forth in this Agreement, and other
good and  valuable  consideration,  the  receipt  and  sufficiency  of which are
expressly acknowledged by each of the parties to this Agreement,  the parties to
this Agreement hereby agree as follows:

1.   Definitions

      The  capitalized  terms used in this Agreement shall have the meanings set
forth in this Section 1.

1.1 Acknowledgment. The term "Acknowledgment" shall mean, as to each Policy: (i)
confirmation  from an  Insurer,  in a  written  form  reasonably  acceptable  to
Viaticus,  stating that Viaticus has been named  exclusive owner and beneficiary
of the Policy,  and that those  changes have been  received and duly recorded by
the Insurer that has written such Policy; and (ii) written  confirmation from an
Insurer,  on a form  provided to such Insurer by Viaticus,  of pertinent  policy
information  for the Policy,  from which Viaticus  reasonably  concludes that it
will have the ability to collect the death benefits payable on the Policy.

1.2  Assignment  Documents.  The  term  "Assignment  Documents"  shall  mean all
documents,  in forms  satisfactory  to  Viaticus  and each  respective  Insurer,
necessary to: (i) assign each Policy to Viaticus; and (ii) designate Viaticus as
beneficiary of each Policy.

1.3 Broker  Back-End Fees.  The term "Broker  Back-End Fees" shall mean any fees
due brokers upon  collection  of death  benefits of any Policy,  as set forth in
Exhibit "A" to this  Agreement,  each of which is based upon a percentage of the
death benefit payable pursuant to the applicable Policy.

1.4 Confidential Information. The term "Confidential Information" shall mean all
information or material  which:  (i) is  proprietary  to the  disclosing  party,
designated as Confidential Information by the disclosing party and not generally
known other than by the disclosing  party; or (ii) the disclosing  party obtains
from any third party which the disclosing  party treats as  proprietary  and has
designated as Confidential  Information,  whether or not owned by the disclosing
party.  "Confidential  Information"  shall  not  include  information  which the
receiving party can show is or was: (i) known by the receiving party at the time
of receipt from the disclosing party and not subject to any other  nondisclosure
agreement  between the parties to this  Agreement;  (ii) now, or which hereafter
becomes,  generally  known to the  industry  through  no fault of the  receiving
party;  (iii)  published or generally  disclosed to the public by the disclosing
party;  (iv)  otherwise  lawfully and  independently  developed by the receiving
party;  or (v)  lawfully  acquired  by the  receiving  party from a third  party
without  any  obligation  of   confidentiality.   With  respect  to  information
concerning the

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Policies, the Portfolio, the Persons insured under the Policies and Viators, all
such information  shall be deemed the  Confidential  Information of Seller until
the Delivery Date of each such Policy,  and,  thereafter,  on a Policy by Policy
basis, the Confidential Information of Viaticus.

      1.5 Delivery Date. The term  "Delivery  Date" shall mean,  with respect to
each Policy,  the date upon which an  Acknowledgment  relative to such Policy is
delivered to Viaticus by the Insurer which issued such Policy.

      1.6     Effective Date. The term "Effective Date" shall mean the date
first set forth above, which, upon execution of this Agreement, shall be the
effective date of this Agreement.

      1.7 includes and including.  The terms  "includes" and  "including"  shall
mean, except where followed directly by the word "only",  "includes,  but is not
limited to", and  "including,  but not limited to,"  respectively,  it being the
intention of the parties to this Agreement that any listing following thereafter
is illustrative and not exhaustive.

      1.8 Insurer.  The term  "Insurer"  shall mean, as to each Policy:  (i) the
insurance  company that issued the Policy at issue; and (ii) such other party as
may have the authority,  in the reasonable discretion of Viaticus, to confirm to
Viaticus that Viaticus is the owner and  beneficiary  of such Policy (e.g.,  the
employer of a Person insured under a Policy).

      1.9     Knowledge. The term "Knowledge" shall mean actual knowledge or
knowledge ascertainable after prudent investigation.

      1.10 Licenses.  The term "Licenses"  shall mean all licenses,  franchises,
permits,  approvals,  authorizations,   exemptions,  classification,   consents,
registrations, certificates (including certificates of authority) and/or similar
documents or instruments.

      1.11 Lien The term "Lien"  shall mean any  mortgage,  pledge,  assessment,
security  interest,  lease,  sublease,  lien, adverse claim, levy, charge and/or
other encumbrance of any kind, or any conditional sale contract, title retention
contract  and/or  other  contract  to give or to refrain  from giving any of the
foregoing.

      1.12    Net Face Amount. The term "Net Face Amount" shall mean the net
face amount of death benefits payable pursuant to a Policy, as set forth in
Exhibit "A" to this Agreement, in the column marked "Net Death Benefit."

      1.13  Percentage  Amount The term  "Percentage  Amount"  shall mean,  on a
Policy by Policy basis, a sum equal to that percentage of the Net Face Amount of
such Policy, as indicated on Exhibit "A" to this Agreement, in the column marked
"Price."

      1.14 Person. The term "Person" shall mean any natural person, corporation,
insurance company,  general partnership,  limited  partnership,  proprietorship,
trust, union,  association,  court, tribunal,  agency,  government,  department,
commission,    self-regulatory   organization,    arbitrator,   board,   bureau,
instrumentality  and/or other  entity,  enterprise,  authority  and/or  business
organization.

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      1.15    Policy. The term "Policy" shall mean, individually, each life
insurance policy in the Portfolio.

      1.16 Portfolio.  The term "Portfolio" shall mean the entirety of the group
of Policies  identified in Exhibit "A" to this  Agreement as being  purchased by
Viaticus pursuant to this Agreement.

      1.17    Viator. The term "Viator" shall mean a Person who has sold a
Policy to Seller.

2.   Portfolio Purchase

      2.1     Purchase And Sale.  Subject to the conditions  subsequent set
forth in this Agreement,  Seller hereby sells to Viaticus, and Viaticus hereby
purchases from Seller, the Portfolio.

      2.2  Delivery  Of  Assignment  Documents.  Within  five  (5)  days  of the
Effective Date, Seller shall deliver to Viaticus Assignment Documents sufficient
to: (i) assign and/or change ownership of each Policy to Viaticus,  using a form
of  assignment  reasonably  satisfactory  to Viaticus and  satisfactory  to each
respective  Insurer;  and (ii) designate Viaticus as beneficiary of each Policy,
using a  designation  of  beneficiary  reasonably  satisfactory  to Viaticus and
satisfactory to each respective Insurer.

      2.3     Delivery Of Files.  Within five (5) days of the Effective Date,
Seller shall deliver to Viaticus all files of Seller relating to the Portfolio,
and each Policy, including underwriting and administrative files.

      2.4 Request For  Assignment.  Upon  receipt by Viaticus of all  Assignment
Documents,  as required by Section 2.2, and the files of Seller  relating to the
Portfolio,  as required by Section 2.3,  Viaticus shall promptly forward to each
Insurer the  Assignment  Documents,  accompanied  by a request  that the Insurer
provide an Acknowledgment relative to such Policy.

      2.5  Payment To Seller Of  Percentage  Amount.  Promptly  upon  receipt by
Viaticus of  Acknowledgment  for each Policy,  Viaticus  shall pay to Seller the
Percentage Amount for such Policy,  along with interest on the Percentage Amount
at the rate of four and  one-half  percent  (4.5%) per annum from the  Effective
Date to the date upon which such payment is made to Seller.

      2.6 Payment Of Broker Back-End Fees.  Promptly upon receipt by Viaticus of
the death  benefits  payable  under each  Policy,  Viaticus  shall  pay,  to the
broker(s) identified in Exhibit "A" to this Agreement,  the Broker Back-End Fees
on such Policy,  as set forth in Exhibit "A" to this Agreement.  Notwithstanding
the foregoing, it is expressly agreed by the parties to this Agreement that: (i)
such payment  obligation runs from Viaticus to Seller;  (ii) Viaticus shall have
no obligation, covenant,  representation or warranty directly to any such broker
whatsoever;  and (iii) no such broker shall be a third party  beneficiary to, or
otherwise have any rights arising out of, this Agreement.

      2.7 Failure Of  Acknowledgment.  Either party to this Agreement shall have
the right to demand and cause the  reassignment  of any Policy (or  Policies) to
Seller,  and this  Agreement  shall be completed as if such Policy (or Policies)
had not been included in the Portfolio, in the event that: (i) any Insurer shall
fall or refuse to provide  Acknowledgment  relative to such Policy (or Policies)
for a period of sixty (60) days  following  the  Effective  Date;  (ii) Viaticus
receives  Acknowledgment  relative to any Policy (or  Policies)  which  Viaticus
determines, in its reasonable discretion, is unacceptable, provided that payment
by Viaticus of the Percentage

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Amount by  Viaticus  pursuant  to  Section  2.5 shall be  deemed  acceptance  of
Acknowledgment; (iii) Viaticus determines, in its good faith discretion, that it
will not be  possible  for  Viaticus to obtain  Acknowledgment  relative to such
Policy (or Policies); or (iv) Viaticus determines,  in its good faith discretion
within sixty (60) days of the Effective  Date,  that it will not be possible for
Viaticus to collect the death benefits payable on such Policy (or Policies).  In
the event that either party to this  Agreement  provides  written  notice to the
other party to this  Agreement  of a demand for  reassignment  of any Policy (or
Policies)  to Seller as set  forth in this  Section  2.7,  Viaticus  shall:  (i)
request  from the  Insurer  the return of and,  upon  receipt  from the  Insurer
deliver to Seller, the Assignment  Documents for such Policy (or Policies);  and
(ii) have no  obligation  to pay  either  the  Percentage  Amount or the  Broker
Back-End  Fees on such Policy (or  Policies).  In the event that either party to
this Agreement provides written notice to the other party to this Agreement of a
demand for  reassignment  of any Policy (or  Policies) to Seller as set forth in
this Section 2.7, and Viaticus has Knowledge at the time of such demand that the
Person insured  pursuant to such Policy (or Policies) has died,  Viaticus shall:
(i) in the event that the death  benefits  payable  pursuant to such Policy have
not  been  paid to  Viaticus,  take  all  action,  and  execute  all  documents,
reasonably necessary to cause such death benefits to be paid to Seller; and (ii)
in the event that the death benefits  payable  pursuant to such Policy have been
paid to  Viaticus,  be deemed to be  holding  the  entire  amount of such  death
benefits in trust for  Seller,  and shall  immediately  remit to Seller the full
amount of such death benefits.

      2.8 Alteration Of Percentage  Amount And Broker Back-End Fees In The Event
Of Inaccuracy Of Net Face Amount.  In the event that,  within sixty (60) days of
the Effective  Date,  the Net Face Amount of any Policy is confirmed by Viaticus
to be  different  from the Net Face  Amount  set  forth in  Exhibit  "A" to this
Agreement, the Percentage Amount under this Agreement shall be adjusted to equal
the  percentage  of the  Net  Face  Amount,  reflected  in  Exhibit  "A" to this
Agreement,  of the  confirmed  Net Face Amount for such  Policy,  and the Broker
Back-End  Fees shall be adjusted pro rata.  In the event that:  (i) the Net Face
Amount of any Policy is so  confirmed  by  Viaticus to be less than the Net Face
Amount set forth in Exhibit  "A" to this  Agreement,  and such  confirmation  by
Viaticus takes place prior to  disbursement  to Seller of the Percentage  Amount
for such Policy,  Viaticus shall have the right to adjust the Percentage  Amount
and the Broker  Back-End Fees for such Policy,  prior to disbursement to Seller;
(ii) the Net Face Amount of any Policy is  confirmed by Viaticus to be less than
the Net  Face  Amount  set  forth in  Exhibit  "A" to this  Agreement,  and such
confirmation by Viaticus takes place subsequent to disbursement to Seller of the
Percentage  Amount for such  Policy,  Seller  shall be deemed to be holding  the
entire excess amount of the Percentage Amount paid by Viaticus on such Policy in
trust for Viaticus,  and shall  immediately remit to Viaticus the full amount of
such excess amount(s),  and, in the event that Seller shall fail or refuse,  for
any reason whatsoever,  to immediately remit to Viaticus the full amount of such
excess  amount(s),  Viaticus  shall have the right,  without  limiting any other
rights and remedies which Viaticus may have, to withhold from Seller any further
payment(s) which may be due to Seller under this Agreement (including payment of
the  Percentage  Amount  and/or  the Broker  Back-End  Fees on any  Policy,  and
reimbursement  pursuant to Section 3), up to the amount of the excess  amount(s)
which  Seller has failed or  refused  to remit to  Viaticus;  (iii) the Net Face
Amount of any Policy is  confirmed  by Viaticus to be greater  than the Net Face
Amount set forth in Exhibit  "A" to this  Agreement,  and such  confirmation  by
Viaticus takes place prior to  disbursement  to Seller of the Percentage  Amount
for such Policy,  Viaticus shall adjust the Percentage  Amount and/or the Broker
Back-End Fees for such Policy,  as applicable,  prior to disbursement to Seller;
and (iv) the Net Face  Amount  of any  Policy is  confirmed  by  Viaticus  to be
greater than the Net Face Amount set forth in Exhibit "A" to this Agreement, and
such  confirmation by Viaticus takes place  subsequent to disbursement to Seller
of the Percentage  Amount for such Policy,  Viaticus shall  immediately remit to
Seller the full amount of such excess amount(s).

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      2.9 Alteration Of Percentage Amount In The Event Of Material Inaccuracy Of
Information  Other Than Of Net Face Amount In the event that,  within sixty (60)
days of the Effective Date, any material information concerning any Policy other
than Net Face Amount is confirmed by Viaticus to be materially inaccurate (e.g.,
information  contained  in  Exhibit  "A" to this  Agreement  other than Net Face
Amount; information provided by an Insurer, on the form provided to such Insurer
by Viaticus, of pertinent policy information for the Policy, from which Viaticus
reasonably concludes that it will have the ability to collect the death benefits
payable on the Policy;  etc.),  the parties to this Agreement shall negotiate in
good faith to adjust the  Percentage  Amount to take into  account the  material
inaccuracy, and the amount at which the Percentage Amount would have been set in
the event that the  parties to this  Agreement  had each known of such  material
inaccuracy  as of  the  Effective  Date.  In  the  event  that  the  good  faith
negotiations  required  by the  preceding  sentence  of this  Section 2.9 do not
result in agreement  within  fifteen (15) days of  commencement,  Viaticus shall
have the right, upon written notice to Seller, to have this Agreement  completed
as if the Policy (or Policies) as to which such material inaccuracy pertains had
not been included in the  Portfolio.  In the event that  Viaticus  provides such
written  notice to Seller as set forth in this  Section  2.9,  and such  written
notice is given prior to receipt  from the Insurer of  Acknowledgment,  Viaticus
shall:  (i) request  from the Insurer the return of and,  upon  receipt from the
Insurer  deliver  to  Seller,  the  Assignment  Documents  for such  Policy  (or
Policies);  and (ii) have no obligation to pay either the  Percentage  Amount or
the Broker  Back-End Fees on such Policy (or  Policies).  Accordingly:  (i) with
respect to such  Policies  with regard to which no sum has been paid by Viaticus
as of the date such notice is  effective,  Viaticus  shall have no obligation to
pay any sum whatsoever to Seller, including the Percentage Amount on such Policy
(or Policies),  the Broker Back-End Fees on such Policy (or Policies) and/or any
reimbursement pursuant to Section 3; and (ii) with respect to such Policies with
regard to which any sum has been paid by  Viaticus as of the date such notice is
effective,  Seller  shall be deemed to be holding all  amounts  paid by Viaticus
pursuant to this Agreement  relative to such  Policies,  including the amount of
each  Percentage  Amount and/or each of the Broker  Back-End Fees and/or amounts
paid pursuant to Section 3, in trust for Viaticus,  and shall  immediately remit
to  Viaticus an amount  equal to the sum total of all  amounts  paid by Viaticus
pursuant to this Agreement relative to such Policies. In the event that Viaticus
provides  such  written  notice to Seller as set forth in this  Section 2.9, and
such  written  notice  is  given  subsequent  to  receipt  from the  Insurer  of
Acknowledgment, Viaticus shall take all reasonable action necessary to cause the
Insurer on such Policy to return the ownership and  beneficiary  designation  on
such Policy to the state at which such  ownership  and  beneficiary  designation
existed prior to such  Acknowledgment,  or such other state as may be reasonably
requested  by  Seller  and/or  take  all  action,  and  execute  all  documents,
reasonably  necessary to cause such death benefits to be paid to Seller.  In the
event that Viaticus  provides such written notice to Seller as set forth in this
Section 2.9, and the death  benefits  payable  pursuant to such Policy have been
paid to Viaticus,  Viaticus  shall be deemed to be holding the entire  amount of
such death benefits in trust for Seller,  and shall  immediately remit to Seller
the full amount of such death benefits.

      2.10  Death Of  Insured  Prior To  Effective  Date.  In the event that any
Person  insured  pursuant  to any  Policy  has  died at any  time  prior  to the
Effective Date, the death benefits  payable under the terms of such Policy shall
be payable to Viaticus.  Accordingly:  (i) in the event that the parties to this
Agreement  have Knowledge of such death prior to payment to Seller of such death
benefits, Seller shall take all action, and execute all documents,  necessary to
cause such death benefits to be paid to Viaticus; and (ii) in the event that the
parties to this Agreement have Knowledge of such death  subsequent to payment to
Seller of such death  benefits,  Seller shall be deemed to be holding such death
benefits in trust for Viaticus, and shall immediately remit to Viaticus the full
amount of such death benefits.  In the event that any Person insured pursuant to
any

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Policy has died at any time prior to the Effective  Date,  and Seller shall fail
or refuse, for any reason whatsoever,  to either cause such death benefits to be
paid to Viaticus or remit to Viaticus the full amount of such death benefits, as
applicable, Viaticus shall have the right, without limiting any other rights and
remedies which Viaticus may have, to withhold from Seller any further payment(s)
which  may be due to Seller  under  this  Agreement  (including  payment  of the
Percentage   Amount  and/or  the  Broker  Back-End  Fees  on  any  Policy,   and
reimbursement  pursuant  to Section  3), up to the amount of the death  benefits
which  Seller has failed or refused to either  cause to be paid to  Viaticus  or
remit to  Viaticus,  as  applicable.  In the  event  that  either  party to this
Agreement  obtains  Knowledge that any Person insured pursuant to any Policy has
died at any time prior to the Effective Date, such party to this Agreement shall
immediately  provide written notice of such Knowledge to the other party to this
Agreement.

      2.11    Death Of Insured Between Effective Date And Receipt Of
Acknowledgment.

               2.11.1 In the event that Seller  provides  Viaticus  with written
notice,  prior to the  earlier  of the  sixtieth  (60th) day  subsequent  to the
Effective Date or the date upon which  Acknowledgment  on a particular Policy is
received by Viaticus,  that the Person insured  pursuant to such Policy has died
at any time between the Effective Date and the date upon which Acknowledgment on
such Policy is received by Viaticus,  the death benefits payable under the terms
of such Policy shall be payable to Seller, and this Agreement shall be completed
as if such Policy (or Policies) had not been included in the  Portfolio.  In the
event that Seller  provides  Viaticus  with such notice:  (i) and such notice is
given prior to payment to Viaticus of such death  benefits,  Viaticus shall take
all action, and execute all documents, necessary to cause such death benefits to
be paid to  Seller;  (ii) and such  notice is given  subsequent  to  payment  to
Viaticus of such death  benefits,  Viaticus  shall be deemed to be holding  such
death benefits in trust for Seller,  and shall  immediately  remit to Seller the
full amount of such death  benefits;  (iii) Viaticus shall have no obligation to
pay any sum whatsoever to Seller, including the Percentage Amount on such Policy
(or Policies),  the Broker Back-End Fees on such Policy (or Policies) and/or any
reimbursement pursuant to Section 3; and (iv) with respect to such Policies with
regard to which any sum has been paid by  Viaticus as of the date such notice is
effective,  Seller  shall be deemed to be holding all  amounts  paid by Viaticus
pursuant to this Agreement  relative to such  Policies,  including the amount of
each  Percentage  Amount and/or each of the Broker  Back-End Fees and/or amounts
paid pursuant to Section 3, in trust for Viaticus,  and shall  immediately remit
to  Viaticus an amount  equal to the sum total of all  amounts  paid by Viaticus
pursuant to this Agreement relative to such Policies.

               2.11.2 The death benefits payable under the terms of all Policies
not  reassigned  to Seller by  Viaticus  pursuant  to Section  2.7,  the Persons
insured  under  which die  between  the  Effective  Date and the date upon which
Acknowledgment  on such  Policy is received by  Viaticus  (i.e.,  such  Policies
regarding which Seller does not provide  Viaticus with written notice,  prior to
the earlier of the sixtieth  (60th) day  subsequent to the Effective Date or the
date upon which  Acknowledgment  on a particular Policy is received by Viaticus)
shall be payable to Viaticus. Accordingly: (i) with respect to each such Policy,
in the event that the parties to this  Agreement  have  Knowledge  of such death
prior to payment to Seller of such death benefits, Seller shall take all action,
and execute all documents,  necessary to cause such death benefits to be paid to
Viaticus;  and  (ii) in the  event  that  the  parties  to this  Agreement  have
Knowledge of such death  subsequent to payment to Seller of such death benefits,
Seller shall be deemed to be holding such death  benefits in trust for Viaticus,
and shall  immediately remit to Viaticus the full amount of such death benefits.
In the event that any Person insured pursuant to any Policy has died at any time
prior to the  Effective  Date,  and Seller shall fail or refuse,  for any reason
whatsoever,  to either cause such death benefits to be paid to Viaticus or remit
to Viaticus the

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full  amount of such death  benefits,  as  applicable,  Viaticus  shall have the
right,  without  limiting any other rights and remedies which Viaticus may have,
to withhold from Seller any further  payment(s) which may be due to Seller under
this Agreement  (including  payment of the  Percentage  Amount and/or the Broker
Back-End Fees on any Policy, and reimbursement pursuant to Section 3), up to the
amount of the death  benefits which Seller has failed or refused to either cause
to be paid to Viaticus or remit to Viaticus, as applicable.

3.   Maintenance Of Portfolio

      From the Effective Date through the date upon which the Percentage  Amount
is  disbursed  to Seller  pursuant  to Section  2.5,  Seller  shall use its best
efforts to keep each  Policy in full force and effect,  including  by paying the
premiums due on each Policy.  Viaticus  shall  promptly  reimburse to Seller the
actual and reasonable  cost of performance  under this Section 3 with respect to
Policies  which  Viaticus  purchases  pursuant to this  Agreement,  upon written
request from Seller, which written request shall be accompanied by documentation
evidencing  such actual and  reasonable  cost.  Notwithstanding  the  foregoing,
Seller shall: (i) provide written notice to Viaticus of any necessity to pay any
single  such cost in excess of Five  Thousand  Dollars  ($5,000),  not less than
three (3) days  prior to the last date for  paying  such  cost;  and (ii) not be
required  to incur any  single  such cost in  excess  of Five  Thousand  Dollars
($5,000),  nor be entitled  to  reimbursement  for any single such cost,  unless
Viaticus  provides  Seller with  written  approval to incur such cost within the
three (3) day notice period

4.   Confidentiality

      4.1 No  Disclosure.  Except  as  may be  required  by law  (including  the
Securities Act of 1933 and the Securities  Exchange Act of 1934, in each case as
such Act has been or may hereafter be amended) or legal  process,  each party to
this Agreement shall: (i) hold in confidence,  and not disclose or reveal to any
Person or entity,  any Confidential  Information  disclosed under this Agreement
without  the  clear and  express  prior  written  consent  of a duly  authorized
representative of the disclosing  party;  and(ii) not use or disclose any of the
Confidential Information for any purpose at any time, other than for the limited
purpose of performance under this Agreement

      4.2 Seller Obligation To Have Personnel Execute Nondisclosure  Agreements.
Seller hereby  represents  and warrants to Viaticus that all personnel of Seller
who may receive Confidential  Information of Viaticus,  including such personnel
who may have had access to  information  regarding the Policies,  the Portfolio,
the Persons  insured under the Policies  and/or the Viators,  which  information
shall be deemed the Confidential Information of Viaticus as of the Delivery Date
for each Policy,  shall have  executed a written  nondisclosure  agreement:  (i)
standard in the viatical settlement  industry;  and (ii) acceptable to Viaticus,
in its reasonable discretion.

5.   Representations And Warranties Of Seller

      Seller  represents and warrants to Viaticus,  as set forth in this Section
5.

      5.1 Existence.  As of the date of this Agreement and, with respect to each
Policy, on the Delivery Date for such Policy, Seller is duly organized,  validly
existing  and in  good  standing  under  the  laws  of the  jurisdiction  of its
organization,  and has full power and  authority  to own,  operate and lease its
assets and to

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carry on its business as now being  conducted and as it shall be conducted  upon
consummation of the transactions contemplated by this Agreement.

      5.2  Power  And  Authority.  As of the date of this  Agreement  and,  with
respect to each  Policy,  on the Delivery  Date for such Policy,  Seller has the
requisite  power and  authority  to execute and deliver  this  Agreement  and to
perform its obligations under this Agreement,  and the consummation by Seller of
the  transaction  memorialized  by this  Agreement  has been  duly  and  validly
authorized by all necessary action on the part of Seller.

      5.3 Licensing.  As of the date of this Agreement and, with respect to each
Policy,  on the Delivery Date for such Policy,  Seller owns or otherwise validly
holds, or has taken all action reasonably  necessary to own or otherwise validly
hold, all Licenses that were required for it to conduct its business, operations
and affairs in all material  respects at the time that it acquired  each Policy,
including  all such Licenses as may be required to conduct  viatical  settlement
business  in each  State  within  the  United  States.  To the best of  Seller's
knowledge,  no proceeding is pending or threatened  for the denial,  revocation,
withdrawal or  termination  of any such License.  No Policy in the Portfolio has
been  owned at any point in time by any  Person  which did not own or  otherwise
validly hold, or had taken all action  reasonably  necessary to own or otherwise
validly  hold,  all Licenses  that were  required for such Person to conduct its
business,  operations and affairs in all material respects at the time that such
Person  acquired each Policy,  including all such Licenses as may be required to
conduct viatical settlement business in each State within the United States.

      5.4  Ownership Of Policies.  As of the date of this  Agreement  and,  with
respect to each Policy, on the Delivery Date for such Policy, Seller is the sole
owner and  beneficiary  of such Policy,  or otherwise  has the right,  power and
authority  with respect to such Policy to sell such Policy to Viaticus  pursuant
to this  Agreement  and to grant to Viaticus all of the rights set forth in this
Agreement.

      5.5 Performance  Under Viatical  Settlement  Contracts.  As of the date of
this Agreement  and, with respect to each Policy,  on the Delivery Date for such
Policy,  Seller has performed in all material respects the obligations  required
to be  performed  by it to date  under,  and is not in default  under any of the
conditions  or agreements  contained  in, any contract  pursuant to which Seller
acquired any interest in any Policy.  Seller has no  unperformed  obligations to
any Viator with respect to any Policy.

      5.6 No Claims.  As of the date of this Agreement and, with respect to each
Policy,  on the  Delivery  Date for such Policy,  there are no claims,  actions,
suits, investigations, writs, judgments, decrees, orders or proceedings pending,
or  threatened,  against  Seller or its assets  and  properties  (including  the
Portfolio  and/or any Policy),  at law or in equity,  by any Person that have or
may  reasonably  be  expected  to have a  material  adverse  effect  on: (i) the
validity  or  enforceability  of this  Agreement;  (ii) the ability of Seller to
perform  its  obligations  under this  Agreement;  and/or  (ii) the value of the
Portfolio and/or any Policy.

      5.7     No Liens.  With respect to each Policy,  on the  Delivery  Date
for such Policy,  there will exist no Lien against the Portfolio and/or any
Policy.

      5.8     No Breach Of Other  Agreements.  As of the date of this  Agreement
and, with respect to each Policy, on the  Delivery  Date for such  Policy,
neither the  execution  and  delivery of this  Agreement  by Seller,  the
performance by Seller of its obligations under this Agreement nor the
consummation by Seller of the

                                       8

<PAGE>



transactions contemplated under this Agreement shall: (i) require the consent of
any Person,  other than consents  which have been both obtained and disclosed to
Viaticus;  or (ii)  contravene  any other  contract  or  obligation  of  Seller,
including,  to  the  best  of  Seller's  knowledge,   such  contracts  or  other
obligations  (including  statutory  obligations) through which Seller has or may
have a duty  to keep  confidential  information  concerning  the  Policies,  the
Portfolio, the Persons insured under the Policies and Viators.

      5.9 No  Misrepresentation.  As of the  date of this  Agreement  and,  with
respect to each  Policy,  on the  Delivery  Date for such  Policy,  no covenant,
representation  or warranty by Seller  contained in this Agreement  contains any
untrue statement of a material fact, or omits to state a material fact necessary
to  make  the  covenants,  representations  and  warranties  set  forth  in this
Agreement  not  misleading  in  light  of the  circumstances  under  which  such
statements were made.

6.  Representations And Warranties Of Viaticus

      Viaticus  represents and warrants to Seller,  as set forth in this Section
6, as of the date of this Agreement.

      6.1 Corporate Existence. Viaticus is a corporation duly organized, validly
existing  and in  good  standing  under  the  laws  of the  jurisdiction  of its
incorporation  and has full  corporate  power and authority to own,  operate and
lease its assets and to carry on its business as now being  conducted  and as it
shall be conducted upon  consummation of the  transactions  contemplated by this
Agreement.

      6.2 Corporate  Power And Authority.  Viaticus has the requisite  power and
authority to execute and deliver this  Agreement and to perform its  obligations
under this  Agreement,  and the  consummation  by  Viaticus  of the  transaction
memorialized  by this  Agreement  has been duly and  validly  authorized  by all
necessary action on the part or Viaticus.

      6.3 Licensing.  Viaticus owns or otherwise validly holds, or has taken all
action reasonably  necessary to own or otherwise validly hold, all Licenses that
are  required  for it to conduct  its  business,  operations  and affairs in all
material  respects  at the time that it acquires  each  Policy  pursuant to this
Agreement,  including all such  Licenses as may be required to conduct  viatical
settlement  business  in each State  within the  United  States.  To the best of
Viaticus'  knowledge,  no proceeding  is pending or  threatened  for the denial,
revocation, withdrawal or termination of any such License.

      6.4 No Claims. There are no claims, actions, suits, investigations, writs,
judgments,  decrees,  orders or  proceedings  pending,  or  threatened,  against
Viaticus, or its assets and properties,  at law or in equity, by any Person that
have or may reasonably be expected to have a material adverse effect on: (i) the
validity  or  enforceability  of this  Agreement;  and/or  (ii) the  ability  of
Viaticus to perform its obligations under this Agreement.

      6.5 Compliance With Policy  Documentation.  Viaticus shall comply with the
following  system of Seller used to monitor Persons  insured under Policies,  as
set forth in the files to be provided to Viaticus:  (i) not more frequently than
approximately  every six weeks, such Persons are mailed, in a blank envelope,  a
postage prepaid return postcard  inquiring whether the Person has changed status
(including address,  employment and health care provider);  and (ii) only in the
event such Person does not return such card within

                                       9

<PAGE>



a reasonable time, and cannot be reached  telephonically,  may Persons set forth
in the contact list for such Person be contacted.

      6.6 No Breach Of Other  Agreements.  Neither the execution and delivery of
this Agreement by Viaticus, the performance by Viaticus of its obligations under
this Agreement nor the consummation by Viaticus of the transactions contemplated
under this  Agreement  shall:  (i) require  the  consent of any Person;  or (ii)
contravene any other contract or obligation of Viaticus,  including, to the best
of Viaticus' knowledge, such contracts or other obligations (including statutory
obligations)  through which Viaticus has or may have a duty to keep confidential
information  concerning the Policies,  the Portfolio,  the Persons insured under
the Policies and Viators.

      6.7 No  Misrepresentation.  No  covenant,  representation  or  warranty by
Viaticus contained in this Agreement contains any untrue statement of a material
fact,  or  omits to  state a  material  fact  necessary  to make the  covenants,
representations  and  warranties  set forth in this  Agreement not misleading in
light of the circumstances under which such statements were made.

7.   Termination

      7.1 Termination Of This Agreement. This Agreement may not be terminated by
either party to this  Agreement  except in  accordance  with this Section 7. Any
termination  of this  Agreement  pursuant  to this  Section 7 shall be only with
respect  to  those  Policies  as to  which  Viaticus  has not  paid  Seller  the
Percentage Amount as of the effective date of such termination.  In the event of
any such  termination,  Viaticus  shall:  (i) take all  action,  and execute all
documents, reasonably necessary to cause the return of ownership and beneficiary
designation  on any such Policies that Viaticus  shall not purchase  pursuant to
this Agreement to the state at which such ownership and beneficiary  designation
existed  prior to any  Acknowledgment,  or such other state as may be reasonably
requested  by Seller;  and (ii) take all  action,  and  execute  all  documents,
reasonably  necessary,  to cause the death benefits under any such Policies that
Viaticus shall not purchase pursuant to this Agreement to be paid to Seller and,
in the event that Viaticus has received  payment of any death benefits under any
such Policy, Viaticus shall be deemed to be holding such death benefits in trust
for Seller and shall  immediately  remit to Seller the full amount of such death
benefits.  Accordingly:  (i) with respect to Policies  that  Viaticus  shall not
purchase pursuant to this Agreement with regard to which no sum has been paid by
Viaticus as of the date such  termination  is effective,  Viaticus shall have no
obligation to pay any sum whatsoever to Seller,  including the Percentage Amount
on such  Policy (or  Policies),  the  Broker  Back-End  Fees on such  Policy (or
Policies) and/or any reimbursement  pursuant to Section 3; and (ii) with respect
to Policies that Viaticus  shall not purchase  pursuant to this  Agreement  with
regard  to  which  any sum  has  been  paid  by  Viaticus  as of the  date  such
termination is effective,  Seller shall be deemed to be holding all amounts paid
by Viaticus pursuant to this Agreement,  including the amount of each Percentage
Amount and/or each of the Broker  Back-End Fees and/or  amounts paid pursuant to
Section 3, in trust for  Viaticus,  and shall  immediately  remit to Viaticus an
amount equal to the sum total of all such  amounts paid by Viaticus  pursuant to
this Agreement.

      7.2 Termination  For Cause.  Either party to this Agreement shall have the
right to terminate this Agreement at any time,  effective upon written notice of
termination to the other party to this  Agreement,  in the event that such other
party  to  this  Agreement  materially  fails  to  perform  any of its  material
obligations  under this  Agreement and such failure  continues  unremedied for a
period of ten (10) days after written notice

                                       10

<PAGE>



of such  failure  from  the  party  to this  Agreement  alleging  such  failure.
Notwithstanding  the foregoing,  in the event of a termination of this Agreement
pursuant to this Section  7.2, all  executory  payment  obligations  of Viaticus
pursuant to Section 2.5 and Section 2.6 shall survive such termination.

      7.3 Automatic Termination.  This Agreement shall terminate  automatically,
with no further act or action required of either party to this Agreement, in the
event that: (i) a receiver is appointed for Seller or its property;  (ii) Seller
makes an assignment for the benefit of its creditors;  (iii) any proceedings are
commenced  by, for or against  Seller under any  bankruptcy  or  insolvency  for
debtor's relief law; or (iv) Seller is liquidated or dissolved.  Notwithstanding
the foregoing,  this Agreement shall not automatically so terminate in the event
that Viaticus  provides Seller with written  notice,  within thirty (30) days of
notice to Viaticus of an event which would  effect an automatic  termination  of
this Agreement  pursuant to this Section 7.3, that Viaticus desires to keep this
Agreement in full force and effect.  Notwithstanding the foregoing, in the event
of a termination of this  Agreement  pursuant to this Section 7.3, all executory
payment  obligations  of Viaticus  pursuant to Section 2.5 and Section 2.6 shall
survive such termination.

      7.4 No Damages Or Indemnification  For Termination.  Neither party to this
Agreement  shall be liable to the other party to this  Agreement  for damages of
any kind, including incidental or consequential damages, or for indemnification,
solely on account of the lawful termination of this Agreement,  even if informed
of the  possibility of such damages.  Neither party to this  Agreement  shall be
liable to the other party to this  Agreement  by reason of  termination  of this
Agreement for  compensation,  reimbursement or damages on account of any loss of
prospective  profits  on  anticipated  sales  or  on  account  of  expenditures,
investments, leases or other commitments relating to the business or goodwill of
either party to this Agreement, notwithstanding any law to the contrary.

      7.5 Survival.  The  provisions of this  Agreement  that by their sense and
context  are  intended  to  survive  termination  of this  Agreement,  including
provisions regarding confidentiality, shall so survive this Agreement.

8.   Indemnity And Actions

      8.1 Mutual  Indemnity.  Each party to this Agreement shall defend,  at its
sole expense,  any claim, suit or proceeding  brought against the other party to
this Agreement,  insofar as such claim, suit or proceeding is based upon a claim
by a third party alleging facts or circumstances that, if true, would constitute
a breach of any covenant,  representation  or warranty in this  Agreement of the
party from whom indemnity is sought,  provided the party seeking indemnity gives
written  notice of any such suit or proceeding  promptly upon first  learning of
such suit or proceeding,  and provides the party from which indemnity is sought,
at no cost,  with such  assistance and  cooperation as such party may reasonably
request in the defense thereof. The indemnifying party shall pay any damages and
costs  assessed  against the party  entitled to indemnity (or paid or payable by
such party pursuant to a settlement agreement or any other resolution, formal or
informal,  provided  that  such  settlement  agreement  or other  resolution  is
approved by the  indemnifying  party,  which approval shall not be  unreasonably
withheld or delayed) in  connection  with such claim,  suit or  proceeding.  The
party  providing  indemnity  shall  indemnify  and hold the  party  entitled  to
indemnity  harmless from and with respect to any such loss or damage  (including
reasonable attorneys' fees and costs).



                                       11


<PAGE>



      8.2 Other Indemnity By Seller.  Seller shall defend and indemnify Viaticus
(including  reasonable attorneys' fees and costs of litigation) against and hold
Viaticus harmless from, any and all claims by any third party resulting from the
acts,  omissions  or  misrepresentations  of Seller,  regardless  of the form of
action.

      8.3 Handling Of Actions.  In the event of any claim,  action or proceeding
against  Viaticus based upon  allegations that if true would constitute a breach
of any of the representations, covenants or warranties made by Seller under this
Agreement,  Viaticus  shall have the right to defend any such  claim,  action or
proceeding  through counsel of its own choice and to make Seller a party to such
action or proceeding.

9.       Miscellaneous

      9.1     Time Of The  Essence.  Time is of the essence  with respect to
the performance  of every  Section of this Agreement with regard to which time
of performance is a factor.

      9.2  Notices.  Except as  specifically  provided  in this  Agreement,  all
notices  required under this Agreement shall be in writing and shall be given by
personal delivery, national overnight courier service or U.S. mail, certified or
registered,  postage prepaid,  return receipt requested,  to the parties to this
Agreement at their  respective  addresses first set forth above, or to any party
to this Agreement at such other  address(es) as shall be specified in writing by
such party to this  Agreement to the other party to this Agreement in accordance
with the terms and  conditions  of this Section 9.2. All notices shall be deemed
effective upon personal  delivery,  one (1) business day following  deposit with
any national  overnight  courier service in accordance with this Section 9.2, or
three (3) days  following  deposit in the United States mail in accordance  with
this Section 9.2.

      9.3 Entire Agreement.  This Agreement constitutes the entire understanding
and   agreement,   and   supersedes   any  and  all  prior  or   contemporaneous
representations,  understandings  and  agreements,  between  the parties to this
Agreement with respect to the subject matter of this Agreement, all of which are
merged in this Agreement.  Notwithstanding  the foregoing,  any  confidentiality
agreements  between  the  parties  to this  Agreement  are  separate  from  this
Agreement and, except as expressly stated in this Agreement,  nothing  contained
in this  Agreement  shall be construed as affecting the rights or obligations of
either party to this Agreement set forth in any such agreement.  It is expressly
understood and agreed that no employee,  agent or other representative of either
party to this  Agreement has any authority to bind such party to this  Agreement
with  regard to any  statement,  representation,  warranty  or other  expression
unless the same is  specifically  set forth or incorporated by reference in this
Agreement.   It  is  expressly  understood  and  agreed  that,  there  being  no
expectation of the contrary  between the parties to this Agreement,  no usage of
trade or custom and practice  within the  industry,  and no regular  practice or
method of  dealing  between  the  parties  to this  Agreement,  shall be used to
modify,  interpret,  supplement or alter in any manner the express terms of this
Agreement or any part of this Agreement.

      9.4  Further  Assurances  Seller  shall  execute  and  deliver any and all
additional  papers and documents  necessary to  effectuate,  do any and all acts
reasonably  necessary in connection  with the  performance of the obligations of
Seller  under,  and carry out the  intent of the  parties  to,  this  Agreement.
Without  limiting the generality of the  foregoing,  Seller shall use reasonable
efforts to assist Viaticus in communicating with Viators,  Persons insured under
the Policies and/or Insurers,  as deemed necessary by Viaticus in its reasonable
discretion.

                                       12

<PAGE>



      9.5  Independent  Parties.  Nothing  contained m this  Agreement  shall be
deemed to create,  or be construed as creating,  a joint venture or  partnership
between the parties to this  Agreement.  Neither party to this  Agreement is, by
virtue  of  this  Agreement  or  otherwise,  authorized  as an  agent  or  legal
representative  of the  other  party to this  Agreement.  Neither  party to this
Agreement  is  granted  any  right or  authority  to  assume  or to  create  any
obligation or  responsibility,  express or implied,  on behalf or in the name of
the other party to this Agreement, or to bind such other party to this Agreement
in any manner.

      9.6 No Third Party Beneficiary.  Nothing contained in this Agreement shall
be deemed to create,  or be construed as creating,  any third party  beneficiary
right of  action  upon any  third  party or  entity  whatsoever,  in any  manner
whatsoever.

      9.7 Waiver. No waiver of any provision of this Agreement, or any rights or
obligations of either party to this  Agreement  under this  Agreement,  shall be
effective,  except  pursuant  to a  written  instrument  signed  by the party or
parties to this  Agreement  waiving  compliance,  and any such  waiver  shall be
effective only in the specific  instance and for the specific  purpose stated in
such writing.

      9.8 Amendments. All amendments or modifications of this Agreement shall be
binding upon the parties to this Agreement  despite any lack of consideration so
long as such  amendments  or  modifications  are in writing and  executed by the
parties to this Agreement.

      9.9  Severability.  In the event that any  provision of this  Agreement is
found  invalid or  unenforceable  pursuant to judicial  decree or decision,  the
remainder of this Agreement shall remain valid and enforceable  according to its
terms.

      9.10  Assignment.  Either party to this Agreement  shall have the right to
assign or transfer this Agreement  (including  rights and duties of performance)
to any entity:  (i) which owns more than fifty  percent  (50%) of the issued and
outstanding  voting stock of such party; (ii) in which such party owns more than
fifty percent  (50%) of the issued and  outstanding  voting  stock;  (iii) which
acquires all or substantially all of the operating assets of such party; or (iv)
into which such party is merged or reorganized pursuant to any plan of merger or
reorganization.  Notwithstanding  the foregoing,  or any other provision of this
Agreement,  nothing  in this  Agreement,  or  otherwise,  shall be  deemed  as a
prohibition on alienation of any kind by Viaticus of any Policy.  This Agreement
shall be binding  upon and inure to the  benefit of each of the  parties to this
Agreement and their respective legal successors and permitted assigns.

      9.11 Extension Of Benefits To Viaticus Affiliates. All rights and benefits
to Viaticus  under this  Agreement  shall be deemed to extend,  and inure to the
benefit, of any parent, subsidiary or affiliate of Viaticus. Notwithstanding the
foregoing,  and except  with  respect to an entity to which  this  Agreement  is
assigned  by  Viaticus  pursuant  to  Section  9.10,  no parent,  subsidiary  or
affiliate of Viaticus  shall have any  obligation or duty to Seller  whatsoever,
such obligations and duties resting solely with Viaticus.

      9.12 No Breach Without  Notice.  Neither party to this Agreement  shall be
deemed to be in material breach of any of its  obligations  under this Agreement
unless  and until  such party to this  Agreement  shall have been given  written
notice of the nature of such  breach,  and shall have failed to cure such breach
within thirty (30) days after receipt of such written notice.

                                       13

<PAGE>



      9.13 Forum And Jurisdiction.  This Agreement was entered into in the State
of California, and its validity,  construction,  interpretation and legal effect
shall be governed by the laws and judicial  decisions of the State of California
applicable to contracts entered into and performed  entirely within the State of
California.  Notwithstanding  the  foregoing,  any  action  at law or in  equity
arising  under this  Agreement  shall be filed only in an  appropriate  State or
Federal Court located in the County of Cook,  State of Illinois.  The parties to
this Agreement  hereby consent and submit to the personal  jurisdiction  of such
courts for the purposes of litigating any such action.

      9.14 Attorneys'  Fees. In the event any litigation or other  proceeding is
brought by either party to this Agreement in connection with this Agreement, the
prevailing  party in such  litigation or other  proceeding  shall be entitled to
recover  from the other  party all  costs,  attorneys'  fees and other  expenses
incurred by such prevailing party in such litigation.

      9.15 No Election Of Remedies. Resort to any one or more rights or remedies
contained in this Agreement by either party to this Agreement shall not preclude
that party to this  Agreement  from  subsequently  resorting to any or all other
available legal rights or remedies.

      9.16 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which together shall constitute one
and the same instrument.

      IN WITNESS  WHEREOF the parties to this  Agreement have hereunto set their
hands on the day and year first above written.

VIATICUS, INC.                                  DIGNITY PARTNERS, INC

By:                                             By:
   ---------------------------                     ---------------------------
Name:                                           Name:
     -------------------------                       -------------------------
Title:                                          Title:
      ------------------------                        ------------------------