Exhibit 10.11



        AMENDMENT TO MASTER AGREEMENT FOR PURCHASE OF INSURANCE POLICIES

THIS AMENDMENT TO AGREEMENT FOR PURCHASE OF INSURANCE POLICIES (the "Amendment")
is dated as of November  12,  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  and Seller  desire to extend  the time  period set forth in
Section 1(c) of the Agreement.

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

     1.   Section 1(b) of the Agreement is hereby amended in its entirety to
          read as follows:

     (b) On or before  September  23,  1996,  the  Seller  shall  provide to the
     Purchaser  copies of all  policies  or  handbooks,  if  available,  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  verifications of coverage.  At or
     before the Closing  Date (as  hereinafter  defined)  Seller  shall  provide
     Purchaser  all  "Closing  Documents."  "Closing  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 group  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.

     2.   Section 1(c) of the Agreement is hereby  amended in its entirety to
          read as follows:

     (c) On or before  the date  Seller  prints  the Proxy  Statement  (which is
     anticipated  to be November 15,  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) in respect of Policies with an aggregate  face value of not
     less than 50% of the face value of  Policies  set forth in Exhibit A. On or
     before  December 6, 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

                                       1
<PAGE>

     paragraph 1(e) in respect of the remaining Policies set forth in Exhibit A.
     The Purchaser  shall have the right at any time prior to the receipt of the
     Corporate  Approval  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 hereinafter defined) for all of the Policies.

     3.       The first sentence of  Section 1(e) is hereby amended to read as
              follows:

     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.

     4.       Section 1(h) of the Agreement is hereby added to read as follows:

     (h)  Notwithstanding  any  failure  on the  part of  Purchaser  to  perform
     pursuant to the second  sentence of paragraph  1(c), the Escrow Agent shall
     hold all  moneys on deposit  and  disburse  such  moneys  pursuant  to this
     Agreement.

     5.       The last sentence of Section 12 is hereby amended to read as
              follows:

              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), 1(h), 11 and 12 of this Agreement.

6.            The  preamble  preceding  the  signature  of the Escrow  Agent is
              hereby amended to read as follows:

              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),
     1(h), 11 and 12 of this Agreement.

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<PAGE>

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

ATTEST                                      PURCHASER
                                            MUTUAL BENEFITS CORP.



                                                By: /s/Les Steinger
-----------------------------                       ---------------------------
Typed or Printed Name                                  Les Steinger, President

ATTEST                                      SELLER
                                            MUTUAL BENEFITS CORP.



By:                                         By:/s/Alan B. Perper
   ---------------------------                 ---------------------------
   Typed or Printed Name                       Alan B. Perper, President


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




By:                                         By:/s/Michael J. McNerney
   ---------------------------                 ---------------------------
   Typed or Printed Name                       Michael J. McNerney