AMENDMENT NO. 4 TO INDENTURE
                          ----------------------------

         THIS AMENDMENT NO. 4 TO INDENTURE (this "Amendment") dated November 4,
1997,  is made by and  among  Dignity  Partners  Funding  Corp.  I, a  Delaware
corporation (the "Issuer"),  Point West Capital Corporation  (formerly known as
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  Notes,  Series
1995-A  (the  "Notes"),  which  Indenture  was  amended  by  Amendment  No.1 to
Indenture  dated  September  29.1995,  Amendment No. 2 To Indenture dated as of
August 5, 1996 and Amendment No. 3 To Indenture dated July 2, 1997;

         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  desire to amend the  Indenture,  including  the
Sections  that  govern  payments  made  from  the  Collection  Account  and the
Liquidity 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  desire 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, no other consents are required to be obtained under the terms
of the Indenture or the Contribution and Servicing Agreement; and

         WHEREAS,  promptly  after the  execution of this  Amendment the Issuer
will mail to the Rating  Agency a copy of this  Amendment  pursuant  to Section
9.01 of the Indenture  and will thereby  notify the Rating Agency of the waiver
of the Rating Agency Condition by 100% of the Holders.


<PAGE>


                                   AGREEMENT
                                   ---------

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

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  12.02(d)(viii) is hereby amended and restated as 
                   follows:

                            "with  respect to any  Sourcing  Agents who are not
                            employees or Affiliates of Dignity  Partners or the
                            Issuer,  to pay Dignity  Partners  as Servicer  the
                            amounts necessary to reimburse Dignity Partners for
                            its payment of any Back-End  Sourcing Agent Fees to
                            such Sourcing  Agents with respect to Policies that
                            Matured during the related  Collection  Period,  as
                            provided in the  Contribution,  Sale and  Servicing
                            Agreement, and in the event Dignity Partners is not
                            the  Servicer,  to  pay  such  Sourcing  Agent  any
                            Back-End   Sourcing  Agent  Fees  with  respect  to
                            Policies that Matured during the related Collection
                            Period,  and to reimburse  Dignity Partners for its
                            payment of the costs of  increasing  the Face Value
                            of the  Policies  owned by the  Issuer in an amount
                            not to exceed $100,000,  provided however, that the
                            Majority  Noteholders may, at any time, provide the
                            Indenture  Trustee with written notice that Dignity
                            Partners    shall   not    receive    any   further
                            reimbursements for the payment of Back-End Sourcing
                            Agent  Fees  and for the  payment  of the  costs of
                            increasing  the Face  Value  made on any Policy and
                            such written  notice from the Majority  Noteholders
                            to Indenture  Trustee shall become effective on the
                            Business Day after the first Payment Date following
                            such written notice;"

          (b)      Section  12.02(d)(ix)is hereby amended and restated 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  made on any  Policy,
                            provided  however,  that the  Majority  Noteholders
                            may,  at any time,  provide the  Indenture  Trustee
                            with written notice that Dignity Partners shall not
                            receive any further  reimbursements for the payment
                            of  premiums  made on any Policy  and such  written
                            notice from the Majority  Noteholders  to Indenture
                            Trustee shall become  effective on the Business Day
                            after the first Payment Date following such written
                            notice;"


                                                         2


<PAGE>


          (c)      Section 12.02(d)(x)is hereby amended and restated as follows:

                            To  deposit  into the  Liquidity  Account an amount
                            necessary  to bring the  balance  thereof  up to an
                            amount   equal  to  the  greater  of  the  Required
                            Liquidity   Amount  and  10%  of  the   Outstanding
                            Principal   Balance   provided,   that   there  are
                            sufficient  funds in the  Collection  Account to do
                            so;"

          (d)      Section  12.03(d)(i)  is hereby amended by (I) inserting the
          phrase  ",(viii)  and (ix)"  after the phrase "to clauses (i) through
          (vi)"  contained  in the fourth line thereof and (II)  inserting  the
          phrase  ",(viii)  and (ix)"  after the phrase "to clauses (i) through
          (v) and (vii)" contained in the ninth line thereof.

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.


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

         This Amendment shall become  effective as of August 1, 1997,  provided
that each of the following conditions are 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.




                                                         3


<PAGE>


         For purposes of the first Monthly  Servicer  Report prepared after the
execution of this Amendment,  any  reimbursements  for back-end  sourcing agent
fees,  face  increases  and  premiums  on or after  August 1, 1997 and prior to
October  1,  1997  shall be deemed to have been  incurred  during  the  related
Collection  Period  and  the  first  Monthly  Servicer  Report  prepared  after
execution of this  Amendment  shall reflect any  adjustments  necessary to give
effect to the amendments adopted hereby as of August 1, 1997.

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 Amendment,  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, except as set forth in Section 3 hereof, and the Holders do
         not 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.  Except as set forth in Section 3 hereof,  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.
                                       4

<PAGE>



         IN WITNESS WHEREOF,  this Amendment No. 4 to Indenture has been signed
and delivered by the parties as of the date first above written.

                             DIGNITY PARTNERS FUNDING CORP. I

                             /s/ John Ward Rotter
                             --------------------------------
                             Coporate Secretary


                             Point West Capital Corporation.
 
                            /s/ John Ward Rotter
                            --------------------------------
                             Coporate Secretary


                             BANKERS TRUST COMPANY,
                             as Indenture Trustee

                             /s/Alfia Monastra
                             --------------------------------
                             Assistant Vice President


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

                             HELLER FINANCIAL

                             /s/Hugh Wilder
                             -----------------------------------
                             Senior Vice President

                             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
                                                      
                             /s/David C. Patch
                             -------------------------------------
                              Vice President




                             FIRST PENN-PACIFIC LIFE INSURANCE COMPANY
                             By:    Lincoln Investment Management, Inc.
                             Its Attorney-In-Fact,having changed its name from  
                             Lincoln National Investment Management Company

                              /s/David C. Patch
                             -------------------------------------
                              Vice President