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Appendix H: Sample closing documents.

ACKNOWLEDGEMENT OF DESIGNATED CONTACT RESPONSIBILITY

I, NAME, being of majority age, acknowledge that I have been appointed as the Designated Contact (the "Designated Contact") by NAME (the "Insured") in connection with the sale of Life Insurance Policy Number--(the "Life Insurance Policy") by --, issued by --, insuring the --of the Insured, to --, a --, its financing entity, any of their respective affiliates, any of their respective agents, employees and representatives and their respective successors and assigns (the "Life Settlement Servicers").

I understand that as Designated Contact, any of the Life Settlement Servicers may contact me quarterly, and in some cases monthly, to inquire about, monitor and confirm the Insured's current health and medical status, home and business addresses or telephone numbers, or any changes thereof.

I further understand that I will be responsible to, and will, provide any of the Life Settlement Servicers with a certified copy of the death certificate for the Insured so that the Life Settlement Servicers can file a claim for payment of the death benefits or proceeds of the Life Insurance Policy. DESIGNATED CONTACT:

-- Designated Contact's Signature

-- Print Name of Designated Contact

-- Designated Contact's Street Address

Designated Contact's City, State, Zip Code

-- Designated Contact's Telephone Number

-- E-mail Address of Designated Contact

-- Date

ACKNOWLEDGMENT OF LIFE SETTLEMENT TRANSACTION

That NAME (the "Insured") and NAME ("Policyowner") do hereby acknowledge that, to the best of their knowledge, the following are true representations:

* A copy of all of the written disclosures in connection with the life settlement transaction ("Settlement Trans- action") between Policyowner and COMPANY NAME ("Life Settlement Provider") have been received and read by the Insured and the Policyowner.

* All of the documents (applications, medical release forms, etc.) used to effect the Settlement Transaction have been received and read by the Insured and the Policyowner.

* The Life Settlement Agreement by and between the Policyowner and the Life Settlement Provider is being entered into knowingly and voluntarily by Policyowner.

* Life Insurance Policy Number --, including all riders and endorsements issued pursuant thereto, issued by INSURANCE COMPANY, insuring the -- of the Insured, which has a face amount of death benefit of $-- (the "Policy") has not been used as collateral or security in any premium finance transaction nor was the premium on the Policy financed in any way, either through recourse or non-recourse borrowing.

* The Insured certifies that the Insured is a citizen of the United States of America ordinarily residing in the United States of America.

* To the best of my knowledge, the Insured does not have a catastrophic, chronic or life-threatening or terminal illness.

Witness my hand this -- day of --, 200--.

-- SIGNATURE OF INSURED

-- ADDRESS OF INSURED

(if joint policy, include second insured below) (if second policyowner, include below)

-- SIGNATURE OF INSURED

-- ADDRESS OF INSURED

ACKNOWLEDGMENT OF LIFE SETTLOR

NAME (the "Life Settlor") hereby acknowledges that it has read the Life Settlement Agreement dated --, 200_ (the "Life Settlement Agreement"), between the Life Settlor and COMPANY NAME ("Life Settlement Provider"), whereby the Life Settlor agreed to sell the Life Insurance Policy (as defined below) to the Life Settlement Provider. The Life Settlor hereby acknowledges and represents to the Life Settlement Provider the following:

1. The insured whose--insured under Life Insurance Policy Number -- (the "Life Insurance Policy"), issued by INSURANCE COMPANY (the "Life Insurer") is NAME (the "Insured").

2. No covenant, representation or warranty made in any application for the purchase of the Life Insurance Policy or any rider or endorsement thereto or otherwise made to the Life Insurer, contained any untrue statement of any fact or omitted any fact necessary to make such covenant, representation and/or warranty not misleading in light of the circumstances under which such statements were made.

3. The Life Settlor has not received any notice from the Life Insurer of any breach or violation of any term or condition of the Life Insurance Policy, or any notice of rescission due to any misrepresentation or fraud in connection with the issuance of the Life Insurance Policy or any notice from any governmental or regulatory agency regarding any ordinance, regulation, law or statute pertaining to the Life Insurance Policy.

4. To the best of the Life Settlor's information and belief, the Insured does not have any catastrophic, chronic, life-threatening or terminal illness or condition.

5. The Life Settlor has a full and complete understanding of the terms and conditions of the Life Settlement Agreement and the benefits provided under the Life Insurance Policy.

6. The Life Settlor consents to the Life Settlement Agreement and this Acknowledgment of Life Settlor. The Life Settlor is signing this Acknowledgment of Life Settlor freely and voluntarily and not subject to any coercion, constraint, duress or undue influence.

7. The Life Settlor shall execute all documents and instruments necessary to complete the transfer of ownership and change of designation of the beneficiary of the Life Insurance Policy to Life Settlement Provider, or its financing entity as contemplated by the Life Settlement Agreement and shall cooperate in any way permitted by applicable law as requested by Life Settlement Provider, its financing entity or any of their successors and assigns from time to time to assist Life Settlement Provider, its financing entity or any of their successors and assigns in keeping the Life Insurance Policy in-force.

8. The Life Settlor is not insolvent, is not currently a party to any pending voluntary or involuntary bankruptcy or other insolvency proceeding, does not intend to file any voluntary bankruptcy or other insolvency proceeding and has no knowledge of any involuntary bankruptcy or other insolvency proceeding threatened against me.

9. The Life Settlor acknowledges and agrees that the Life Insurance Policy, the Life Settlement Agreement and any documents and instruments executed by the Life Settlor pursuant thereto, and any and all rights, privileges and remedies of Life Settlement Provider thereunder, including without limitation, any right of Life Settlement Provider to track the Insured's health and medical status and whereabouts, may hereafter be assigned, sold or transferred by Life Settlement Provider and any assignee thereof without The Life Settlor's consent or the consent of the Insured.

-- SIGNATURE OF INSURED

State of --

County of: --)

Subscribed and affirmed to before me this -- day of --, 200 --. (Seal)

-- (Signature of Notary Public)

My commission expires: --

(if second Life Settlor)

-- SIGNATURE OF INSURED

State of --

County of:--

Subscribed and affirmed to before me this -- day of --, 200 --. --

(Signature of Notary Public)

My commission expires: --

CONSENT TO CHANGE OF BENEFICIARY AND RELEASE AND WAIVER OF BENEFICIARY RIGHTS

(if multiple beneficiaries, a separate consent must be signed by each beneficiary) The undersigned beneficiary (the "Beneficiary") currently is a named beneficiary of Life Insurance Policy Number--(the "Life Insurance Policy"), issued by INSURANCE COMPANY (the "Life Insurance Company"), insuring NAME (the "Insured"), which is owned by NAME (the "Policyowner").

The Beneficiary understands that as a named beneficiary of the Life Insurance Policy, the Beneficiary is now en- titled to receive benefits payable under the Life Insurance Policy if the Insured dies while the Beneficiary is a named beneficiary of the Life Insurance Policy. The Beneficiary understands that Policyowner, as owner of the Life Insurance Policy, is selling, assigning, conveying and transferring in a life settlement transaction all the Policyowner's right, title and interest in the Life Insurance Policy to COMPANY NAME (the "Life Settlement Provider"), in its capacity as a life settlement provider or its financing entity. The Beneficiary acknowledges and understands that, as a result of the Policyowner's sale, assignment, conveyance and transfer of all the Policyowner's right, title and interest in the Life Insurance Policy, the Policyowner will cease to be the owner of the Life Insurance Policy and will change the named beneficiary of the Life Insurance Policy from the Beneficiary to the Life Settlement Provider or its designee and therefore, the Beneficiary will cease to be a named beneficiary of the Life Insurance Policy and will no longer have any rights to receive any benefits or proceeds of the Life Insurance Policy.

In consideration of the benefits to the Policyowner from such life settlement transaction, the Beneficiary hereby irrevocably consents to the Policyowner's sale, assignment, conveyance and transfer of the Life Insurance Policy to the Life Settlement Provider or its designee and the Policyowner's change of the named beneficiary of the Life Insurance Policy from the Beneficiary to the Life Settlement Provider or its designee as the new named beneficiary of the Life Insurance Policy. The Beneficiary hereby forever waives, releases and discharges any and all actions, claims, causes of action, damages, demands and remedies of whatever kind and character, including without limitation, against the Life Settlement Provider or its designee or any of their assigns or successors, arising out of or in connection with (a) the Policyowner's sale, assignment, conveyance and transfer of the Life Insurance Policy to the Life Settlement Provider or its designee and (b) the Policyowner's change of the named beneficiary of the Life Insurance Policy from the Beneficiary to the Life Settlement Provider or its designee, including all rights to receive any benefits or proceeds of the Life Insurance Policy.

The Beneficiary further agrees, upon request, to execute any additional or further releases, documents or instruments, including without limitation, any forms provided by the Life Insurance Company, which may be necessary or desirable more fully to vest all right, title and interest in and to the Life Insurance Policy in the Life Settlement Provider, its designee or any of their assigns or successors.

This Consent to Change of Beneficiary and Release and Waiver of Beneficiary Rights shall be binding on the heirs, assigns, successors, executors and administrators of the Beneficiary.

-- (Signature of Beneficiary)

-- (Print Name of Beneficiary)

-- (Date)

State of --) SS:

County of: --)

Subscribed and afirmed to before me this -- day of --, 200 --. (Seal)

-- (Signature of Notary Public)

My commission expires: --

DISCLOSURE FORM

(With acknowledgement of life Settlor)

IMPORTANT--READ THIS DISCLOSURE FORM AND THE ENCLOSED LIFE SETTLEMENT INFORMATION BROCHURE BEFORE SIGNING THE LIFE SETTLEMENT AGREEMENT.

You should carefully read all the following points and seek inancial, insurance, tax and other advice where ap- propriate.

1. A life settlement agreement enables you (the "Life Settlor") to sell your life insurance policy for cash at a discount from its face value.

2. There are alternatives to the process of selling your life insurance policy, which you may prefer. Some alternatives, where applicable, include (a) borrowing against the cash value of the life insurance policy, (b) surrendering the life insurance policy, and/or (c) receiving payment of accelerated death benefits that may be available under your policy. You may obtain information on these alternatives directly from the insurer that issued your life insurance policy.

3. Proceeds of the life settlement could be taxable under federal income tax and state franchise and income taxes. You should obtain advice on these matters from your legal, financial and tax advisors.

4. The proceeds received from the sale of your life insurance policy may be subject to claims by your creditors, personal representatives, trustees in bankruptcy and receivers in state and federal courts. You should obtain advice on these matters from your legal and financial advisors.

5. Receipt of the proceeds from the sale of your life insurance policy may adversely affect your eligibility for Medicaid, Supplemental Social Security Income or other governmental benefits or entitlements. You should obtain advice on these matters from appropriate agencies and from your legal and financial advisors.

6. Entering into a life settlement agreement may cause you to forfeit certain rights or benefits under your life insurance policy, including conversion rights and waiver of premium benefits that may exist under the policy. In addition, entering into a life settlement agreement for joint policies, policies involving joint riders or any policies covering the life or lives of other persons may result in the loss of these additional coverages. You should obtain advice on these matters from your legal and financial advisors, or from your insurance agent or the company that issued the policy.

7. The life settlement provider or its financing entity may assign or otherwise transfer its interests in your life insurance policy to a third party without your consent.

8. Funds for the payment of the purchase price of your life insurance policy will be disbursed to you by an escrow agent to complete the sale of your life insurance policy to the life settlement provider within two (2) business days after all of the conditions to closing have occurred, including, without limitation, the life settlement provider's receipt from the insurer of acknowledgement that ownership of the policy has been transferred and the beneficiary has been designated.

9. The name, business address, and telephone number of the independent third-party escrow agent are set forth in the escrow agreement. You may contact the escrow agent to inspect or receive copies of the escrow agreement and related documents.

10. The life settlement provider or its financing entity will be the new policyholder or certificate holder of your life insurance policy pursuant to the life settlement agreement. This will result in all rights related to the policy, including, without limitation, the right to collect benefits under the policy, being transferred to the life settlement provider or its financing entity. Neither you nor any of the current beneficiaries under the policy will have any further rights to receive any benefits under the policy.

11. All medical, financial or personal information solicited or obtained by a life settlement provider or life settlement broker about a life settlor or an insured, including the life settlor's or insured's identity or the identity of family members, a spouse or a significant other, may be disclosed as necessary to effect the life settlement between the life settlor and the life settlement provider. If you are asked to provide this information, you will be asked to consent to the disclosure. The information may be provided to a life settlement purchaser, another life settlement provider or a financing entity that provides funds for the purchase of this policy. You may be asked to renew your permission to share information every year.

12. After transfer of the policy under the life settlement agreement, the insured, or his/her personal physician or other personal contacts designated by the insured may be contacted by the life settlement provider or its authorized representative on a periodic basis for the purpose of determining the insured's health status. 13. Your life settlement provider is not in any way affiliated with the insurance company that issued your life insurance policy.

LIFE SETTLOR'S ACKNOWLEDGEMENT: I have read and fully understand the Disclosure Form, and the enclosed Life Settlement Information Brochure, and I have received copies of this Disclosure Form and the enclosed brochure to keep for my records.

Life Settlor:

State of --) SS: C ounty of: --)

Subscribed and affirmed to before me this -- day of --, 200. (Seal)

-- (Signature of Notary Public)

My commission expires: --

Life Settlor:

State of --) SS:

County of: --)

Subscribed and affirmed to before me this -- day of --,200--. (Seal)

-- (Signature of Notary Public)

My commission expires: --

LIFE SETTLEMENT PROVIDER: FIELD 1

By: --

Print Name: --

Title: --

Life Settlor's Initials: --

AUTHORIZATION FOR DISCLOSURE OF PROTECTED HEALTH INFORMATION

I, the undersigned individual, authorize the disclosure of my protected health information ("PHI") as defined under the applicable privacy regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") as follows:

1. Classes of Persons Authorized to Disclose My Protected Health Information. I authorize each doctor, hospital, nurse, pharmacy, physician, physician practice group, laboratory and any other type of health care provider (each, an "Authorized HCP") having any PHI about me to disclose any and all of my PHI as provided under this authorization. I acknowledge that all of my PHI in the possession or control of any Authorized HCP is necessary for the purpose for which this authorization is given as described below. I authorize each Authorized HCP to rely upon a photostatic or facsimile copy or other reproduction of this authorization.

2. Classes of Persons Authorized to Receive My Protected Health Information. I authorize each Authorized HCP to disclose my PHI under this authorization to --, a --, its financing entity, any of their respective affiliates, any of their respective agents, employees and representatives, and their respective successors and assigns (each, an "Authorized Recipient").

3. Description of Protected Health Information Authorized for Disclosure and Purpose of Disclosure. This authorization shall apply to any and all of my health and medical data, information and records, whether or not personally or individually identifiable or protected under any federal or state confidentiality or privacy laws or regulations. The purposes of this authorization and all disclosures of my PHI made hereunder are for allow- ing the Authorized Recipient (a) to analyze, assess, evaluate or underwrite my health or medical condition, or life expectancy, in connection with the possible sale of any life insurance policy, or certificate of life insurance, under which my life is insured to any Authorized Recipient and (b) to monitor, track or verify my health or medical status and condition in connection with any life insurance policy under which my life is insured that any Authorized Recipient purchases.

4. Expiration of Authorization. This authorization shall remain valid until, and shall expire on, the date that is one (1) year after the date of my death.

5. Right to Revoke Authorization. I acknowledge and understand that I may revoke this authorization any time with respect to any Authorized HCP by notifying such Authorized HCP in writing of my revocation of this authorization and delivering my revocation by mail or personal delivery at such address designated to me by such Authorized HCP; provided, that, any revocation of this authorization shall not apply to the extent that the Authorized HCP has taken action in reliance upon this authorization prior to receiving written notice of my revocation.

6. Inability to Condition Treatment, Payment, Enrollment or Eligibility for Benefits on Provision of Authorization. I understand that no Authorized HCP or other covered entity may condition my treatment, payment, enrollment or eligibility for benefits on whether I sign this authorization.

I understand that this authorization is not a consent or an authorization requested by a health care provider, health care clearinghouse or health plan covered by the privacy regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 (the "HIPAA Privacy Regulations"). I further understand that, as a result of this authorization, there is the potential for my PHI that is disclosed by any Authorized HCP to an Authorized Recipient to be subject to redisclosure by the Authorized Recipient and my PHI that is disclosed to such Authorized Recipient may no longer be protected by the HIPAA Privacy Regulations.

I certify that I am executing and delivering this authorization freely and unilaterally as of the date written below and that all information contained in this authorization is true and correct. I further certify that this authorization is written in plain language and that I have received and retained a copy of this signed authorization for future reference.

INDIVIDUAL:

-- SIGNATURE OF INSURED

Date: --

INSURED'S AUTHORIZATION FOR DISCLOSURE OF LIFE INSURANCE POLICY INFORMATION

The undersigned, NAME (the "Insured"), the insured under Life Insurance Policy Number -- (the "Life Insurance Policy"), issued by INSURANCE COMPANY (the "Life Insurance Company"), which is owned by NAME, hereby authorize(s) the Life Insurance Company and any of its agents, successors or designees or assigns, to deliver, disclose, give, provide and release to --, its financing entity, any of their respective affiliates, any of their respective agents, employees and representatives and their respective successors and assigns, any and all information about the Life Insurance Policy and the Insured, including without limitation, all non-public personal financial, health and medical information concerning the Life Insurance Policy and the Insured, that the Life Insurance Company or any of its agents have in their possession or control.

This Authorization shall be effective from the date hereof until the earlier of (a) the date that is two years after the date hereof or (b) such earlier date, if any, as may be required by applicable law or regulation. The Insured agrees that any photocopy, facsimile or other reproduction of this Authorization shall be as valid as the original hereof and may be relied upon by the Life Insurance Company or any of its agents.

INSURED:

-- NAME

-- Date

-- Insured's Social Security Number

State of --) SS:

County of: --)

Subscribed and affirmed to before me this -- day of --, 200 --.

(Seal)

-- (Signature of Notary Public)

My commission expires: --

-- NAME

-- Date

-- Insured's Social Security Number

State of --) SS:

County of: --)

Subscribed and affirmed to before me this -- day of --, 200--. (Seal)

-- (Signature of Notary Public)

My commission expires: --

INSURED'S DESIGNATION OF CONTACTS

NAME hereby nominate(s), authorize(s), appoint(s) and designate(s) --, who is my --, as my primary contact (the "Primary Designated Contact"), residing at -- --, whose telephone number is -- and whose e-mail address is --, for --, a --, as purchaser of the Life Insurance Policy Number -- insuring NAME (the "Life Insurance Policy") issued by INSURANCE COMPANY (the "Life Insurance Company"), its financing entity, any of their respective affiliates, any of their respective agents, employees, and representatives and their respective successors and assigns (the "Life Settlement Servicers"). NAME hereby authorizes and instructs any of the Life Settlement Servicers to contact my Primary Designated Contact quarterly, and in some cases monthly, in order to inquire about, monitor, ascertain and confirm NAME'S health and medical status and whereabouts.

Following NAME'S death(s), NAME'S Primary Designated Contact shall provide to any of the Life Settlement Servicers a certified copy of my death certificate so that any of the Life Settlement Servicers can file a claim for payment of the death benefits or proceeds of the Life Insurance Policy.

If any of the Life Settlement Servicers is unable to contact NAME'S Primary Designated Contact, NAME authorizes any of the Life Settlement Servicers to contact any of the following three (3) alternate designated contacts (each of whom is an "Alternate Designated Contact"), each of whom is nominated, authorized, appointed and designated to provide to any of the Life Settlement Servicers the same information required to be provided by the Primary Designated Contact pursuant to this designation:

1. Name of Alternate Designated Contact -- Address -- City -- State -- Zip Code -- Telephone -- Relationship to Insured -- E-mail address --

2. Name of Alternate Designated Contact -- Address-- City -- State -- Zip Code -- Telephone -- Relationship to Insured -- E-mail address --

3. Name of Alternate Designated Contact -- Address -- City -- State -- Zip Code -- Telephone -- Relationship to Insured --

E-mail address --

NAME understands that he/she has the right to change the designation of NAME'S Primary Designated Contact or any of the Alternate Designated Contacts at any time upon written notice of such change to the life settlement provider at ADDRESS or any subsequent address as designated by NAME.

INSURED:

-- NAME

Date

(If the Policy is a joint policy, have the second insured sign below.

-- NAME

-- Date

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (the "Agreement") is entered into as of --, 20--, by and among --, a -- ("Life Settlement Provider"), --, a --, not in its individual capacity but solely as escrow agent ( "Escrow Agent"), and -- ("Life Settlor").

WITNESSETH:

WHEREAS, Life Settlement Provider and Life Settlor have entered into the Life Settlement Agreement (the "Settlement Agreement") dated--, 200--, pursuant to which Life Settlement Provider has agreed to purchase from Life Settlor, and Life Settlor has agreed to sell to Life Settlement Provider, the ownership, and the beneficiary right to receive payment of the death benefits and all other benefits and proceeds of that certain life insurance policy referenced in the Settlement Agreement and owned by Life Settlor (the "Policy");

WHEREAS, Life Settlement Provider, Life Settlor and Escrow Agent have entered into this Agreement in order to facilitate the consummation of the transaction contemplated in the Settlement Agreement (the "Transaction") and this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby covenant and agree as follows:

Designation of Escrow Agent and Acceptance of Escrow Agent Duties. Life Settlement Provider and Life Settlor hereby jointly designate and appoint Escrow Agent to serve as Escrow Agent for Life Settlement Provider and Life Settlor, and Escrow Agent hereby accepts such designation as Escrow Agent, upon the terms and conditions set forth herein. Compensation of Escrow Agent. Life Settlement Provider shall pay to Escrow Agent for its services as Escrow Agent hereunder such compensation as may be agreed to from time to time, separately in writing, by Life Settlement Provider and Escrow Agent. Such compensation shall be fully earned when due and non-refundable when paid. Life Settlement Provider shall be solely responsible for and shall reimburse Escrow Agent upon demand for all reasonable expenses, disbursements and advances incurred or made by Escrow Agent in connection with this Agreement, including the reasonable fees and expenses of counsel and other professionals to Escrow Agent engaged pursuant to Section 8(i) hereof. The provisions of this Section 2 shall survive the termination of this Agreement and the resignation or removal of Escrow Agent. Escrow.

Within two (2) Business Days (any day of the year, other than a Saturday or Sunday or legal holiday, on which banks are authorized or required to close in New York, a "Business Day") after Life Settlor' receipt of instructions from Life Settlement Provider, Life Settlor shall, or shall cause Life Settlor's life settlement broker to, deliver to Escrow Agent and send a copy to Life Settlement Provider, and Escrow Agent shall accept receipt of, both (i) INSURANCE COMPANY (the "Insurer")form of absolute assignment or change of legal ownership for the Policy transferring exclusive legal ownership of the Policy to SECURITIES INTERMEDIARY, not in its individual capacity but solely as securities intermediary (the "Securities Intermediary"), for the account and benefit of Life Settlement Provider or its financing entity, duly executed by Life Settlor and any other required parties, other than the Insurer or the proposed assignee or transferee, in accordance with the execution instructions set forth therein (the "Policy Change of Ownership Form") and (ii) the Insurer's change of beneficiary form, naming Securities Intermediary, for the account and benefit of Life Settlement Provider or its financing entity, as the exclusive beneficiary under the Policy, duly executed by Life Settlor and any other required parties, other than the Insurer, in accordance with the execution instructions set forth therein (the "Policy Change of Beneficiary Form", which may be combined with the Policy Change of Ownership Form, to the extent that it is a different document) (the Policy Change of Ownership Form and the Policy Change of Beneficiary Form collectively being referred to herein as the "Policy Transfer Forms").

If Life Settlor or Life Settlor's life settlement broker sends the original Policy Transfer Forms (even if mistakenly) to Life Settlement Provider, then Life Settlement Provider will immediately forward such original Policy Transfer Forms to Escrow Agent while retaining a copy thereof. Upon receipt of the Policy Transfer Forms from Life Settlor or Life Settlor's life settlement broker (or from Life Settlement Provider if sent to Life Settlement Provider by Life Settlor or Life Settlor's life settlement broker (even if by mistake)), Escrow Agent shall deliver a copy of the Policy Transfer Forms to Life Settlement Provider. Upon receiving such copy of the Policy Transfer Forms from Life Settlor, Life Settlor's life settlement broker or Escrow Agent, Life Settlement Provider shall review the Policy Transfer Forms to determine whether they have been properly completed and signed by the Life Settlor and any other party whose signature is required thereon, other than the Insurer. If Life Settlement Provider determines that the Policy Transfer Forms have been properly completed and signed by such parties, Life Settlement Provider shall instruct Escrow Agent in writing to forward the originals of the Policy Transfer Forms to the Insurer. If Life Settlement Provider determines that the Policy Transfer Forms have not been properly completed or signed, Life Settlement Provider shall instruct Life Settlor or Life Settlor's life settlement broker to send an original properly completed and signed set of the Policy Transfer Forms to Escrow Agent, with a copy thereof to Life Settlement Provider.

Within--Business Days after receipt by Escrow Agent (or by Life Settlement Provider if Life Settlor or Life Settlor's life settlement broker mistakenly sends the original Policy Transfer Forms to Life Settlement Provider) of the Policy Transfer Forms from Life Settlor or Life Settlor's life settlement broker, Life Settlement Provider will deposit or cause to be deposited with Escrow Agent funds in the aggregate amount of the Purchase Price as defined in the Settlement Agreement and such compensation as Life Settlor may have agreed is owed, pursuant to the transaction contemplated herein, to Life Settlor's life settlement broker (such amount, the "Escrowed Funds") and deliver to Escrow Agent a Life Settlement Proceeds Disbursement Instructions in the form attached hereto as Exhibit A (the "Life Settlement Proceeds Disbursement Instructions"). The Escrow Agent shall hold as part of the Escrowed Funds all dividends, principal, interest, and any other payment or distribution therein paid to Escrow Agent. Escrow Agent shall acknowledge in writing receipt of the Escrowed Funds upon request by Life Settlement Provider and Life Settlor and shall hold the same in a non-interest bearing trust account, and shall invest the same in the_ Fund, that Life Settlement Provider shall direct in writing in the form of Exhibit B to this Escrow Agreement. The Escrow Agent shall invest the Escrowed Funds in alternative investments in accordance with written instructions as may from time to time be provided to the Escrow Agent by Life Settlement Provider provided the Escrowed Funds remain in accounts which are insured by the Federal Deposit Insurance Corporation. If such instructions are received after the applicable deadline, proceeds will be delivered on the next succeeding Business Day. Investments will be made promptly following the availability of such funds to the Escrow Agent taking into consideration the regulations and requirements (including investment cutoff times) of the Federal Reserve wire system, any investment provider and the Escrow Agent. The parties acknowledge that the Escrow Agent is not providing investment supervision, recommendations, or advice. Any investment earnings on the Escrowed Funds shall become part of the Escrowed Funds, and, along with the Escrowed Funds, shall be disbursed in accordance with Sections 4, 5 and 6 of this Escrow Agreement. At any time while the Escrowed Funds are held in escrow by Escrow Agent, neither Life Settlement Provider nor Life Settlor shall have the rights thereto, other than the right to have the Escrowed Funds distributed by Escrow Agent in accordance with this Agreement. It is expressly agreed and understood by the parties hereto that Escrow Agent shall not in any way whatsoever be liable for any losses on any investments, including without limitation, losses from market risks due to premature liquidation or resulting from other actions taken pursuant to and consistent with this Agreement, except to the extent that such losses are a result of Escrow Agent's fraud, willful misconduct, or gross negligence.

Escrow Agent also shall accept and hold in escrow hereunder from time to time, such documents, if any, deposited by Life Settlement Provider or Life Settlor with Escrow Agent pursuant to this Section 3 hereof (the "Escrowed Documents") as a condition precedent to consummating the purchase and sale of the Policy pursuant to the Settlement Agreement (the "Transaction"). Escrow Agent shall hold and distribute or otherwise dispose of all Escrowed Documents in accordance with the terms and conditions of this Agreement and applicable law.

Escrow Agent shall deposit the Escrowed Funds an account to be established for the purpose of holding such Escrowed Funds, (the "Escrow Account"). All Escrowed Documents shall be clearly identified in the books and records of Escrow Agent as being subject to this Agreement.

Consummation of Transaction and Disbursement of Escrowed Funds Within_Business Days after the date on which Escrow Agent shall have received written notice from the Insurer or from the Life Settlement Provider that the Insurer has recorded the transfer of legal ownership of, and change of beneficiary for, the Policy in accordance with the Policy Transfer

Forms, Escrow Agent shall in accordance with the payment instructions in the Life Settlement Proceeds Disbursement Instructions, pay the applicable portions of the Escrowed Funds (equal to the Purchase Price minus any payoff amount, as set forth in such instructions, required to satisfy in full any Policy loans owed to the Insurer under the terms of such Policy, or any liens, advanced Policy premiums of Life Settlor and or any other encumbrances or charges outstanding against or on the Policy) to those parties designated in, and in accordance with, the payment instructions indicated in the Life Settlement Proceeds Disbursement Instructions. Under the terms of the Settlement Agreement, Life Settlor has the right to rescind the Settlement Agreement during the period starting on the date on which the Life Settlor is paid his, her, or its applicable portion of the Escrowed Funds by the Escrow Agent in accordance with the Life Settlement Proceeds Disbursement Instructions, (the "Closing Date") and ending on the_day thereafter (the "Rescission Period"). If the Life Settlor chooses to rescind the Transaction and makes all necessary repayments and reimbursements before the expiration of the Rescission Period, then the Life Settlement Provider shall notify the Escrow Agent within one (1) Business Day of the Life Settlor's rescission of the Transaction. Absent such notification by Life Settlement Provider, within two (2) Business Days after the expiration of the Rescission Period, the Escrow Agent shall in accordance with the written instructions of the Life Settlement Provider (a) pay the applicable portion of the Escrowed Funds to the Life Settlor's life settlement broker and (b) disburse the remainder of the Escrowed Funds, if any, to Life Settlement Provider.

Termination of Escrow. The escrow established pursuant to this Agreement in relation to the Transaction shall terminate upon the earlier to occur of (a) receipt by Escrow Agent of written notice signed by Life Settlement Provider expressly terminating the escrow established pursuant to this Agreement; or (b) receipt by Escrow Agent of written notice from either of Life Settlement Provider or Life Settlor of the termination of the Settlement Agreement, which notice shall include a statement that the escrow established pursuant to this Agreement is to be terminated.

Return of Escrowed Documents and Escrowed Funds Upon Termination prior to consummation of Transaction. Upon the termination of the Escrow in accordance with Section 5 hereof, Escrow Agent shall (a) return any and all Escrowed Documents then in its possession to the Life Settlor, (b) pay all remaining funds in the Escrow Account to the account of the Life Settlement Provider located at INSURANCE COMPANY, account number_with ABA routing number_, and (c) send written notice to Life Settlement Provider and Life Settlor that Escrow Agent has performed the tasks described in this Section 6.

Notices. Any and all notices and other communications that may be required or permitted hereunder shall be in writing, sent by first-class mail, overnight courier, hand-delivery, or by facsimile transmission to Life Settlor at its, his or her address listed on the signature page hereof, to Life Settlement Provider at PROVIDER ADDRESS, Attention: ESCROW AGENT NAME, and to Escrow Agent at ESCROW AGENT ADDRESS, Attention: NAME or to any address subsequently provided by the parties resulting from a change of address of any party. Copies of any notice or communication given or sent hereunder by any party hereto shall also be sent to each other party.

Escrow Agent's Liability. The following provisions will govern Escrow Agent's rights, powers, obligations, and duties under this Agreement, notwithstanding anything herein to the contrary.

In performing any of its duties hereunder, Escrow Agent shall not incur any liability for any damages, losses or expenses whatsoever, except for its gross negligence, bad faith or willful misconduct.

Escrow Agent shall not incur any liability with respect to any action taken or omitted in reasonable reliance upon any instrument, including without limitation, any written notice, acknowledgment or instruction expressly provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall reasonably believe to be genuine, to have been signed or presented by a proper person or persons, and to conform with the provisions of this Agreement.

Without in any way limiting the generality of Section 8(c) above, Escrow Agent shall not, except for its gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction, be liable for any loss of, or delay in the delivery of, any Escrowed Documents by any mail, courier or delivery service to which such Escrowed Documents shall have been entrusted by Escrow Agent in accordance with the provisions of this Section 8 hereof.

The Escrow Agent shall exercise the same degree of care toward the Escrowed Funds and Escrowed Documents as it exercises toward its own similar property and shall not be held to any higher standard of care under this Agreement, nor be deemed to owe any fiduciary duty to the parties hereto.

Escrow Agent shall not be responsible in any respect of the form, execution, validity, value or genuineness of any of the Escrowed Documents, nor shall the Escrow Agent be responsible for the review of any of the Escrowed Documents it receives. Escrow Agent shall have no liability whatsoever for the Escrowed Documents, including, without limitation, for any forged or unauthorized signatures or other defects in the Escrowed Documents or the truth or accuracy of any information contained therein.

The duties, responsibilities and obligations of Escrow Agent hereunder shall be limited to those expressly set forth herein and no duties, responsibilities or obligations shall be inferred or implied. Escrow Agent shall not be subject to, nor required to comply with, any other agreement between or among any or all of the parties hereto, including the Settlement Agreement, even though reference thereto may be made herein, or to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Agreement) from any party hereto or any entity acting on its behalf. Escrow Agent shall not be required to and shall not expend or risk any of its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder.

This Agreement is for the exclusive benefit of the parties hereto and such parties' respective successors, and shall not be deemed to give, either express or implied, any legal or equitable right, remedy or claim to any other entity or person whatsoever.

If Escrow Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects any Escrowed Funds or Escrowed Documents (including but not limited to, orders of attachment or garnishment or other forms of levies or injunctions or stays related to the transfer of any Escrowed Funds or Escrowed Documents), Escrow Agent is authorized to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate; and if Escrow Agent complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, Escrow Agent shall not be liable to any of the parties hereto or to any other person or entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.

Escrow Agent may consult with legal counsel and other professionals of its selection as to any matter relating to this Agreement, and Escrow Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel.

Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the reasonable control of Escrow Agent (including but not limited to, any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, terrorism, governmental orders, regulations, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility).

In the event of ambiguity in the provisions governing the Escrowed Documents, Escrow Account or Escrowed Funds or uncertainty on the part of the Escrow Agent as to how to proceed such that the Escrow Agent, in its sole and absolute judgment, deems it necessary for its protection so to do, the Escrow Agent may refrain from taking any action other than to retain custody of the Escrowed Funds and Escrowed Documents deposited hereunder until it shall have received joint written instructions signed by Life Settlor and Life Settlement Provider, or to deposit the Escrowed Funds and Escrowed Documents with a court of competent jurisdiction and thereupon to have no further duties or responsibilities in connection therewith.

Escrow Agent makes no representation as to the validity, value, genuineness or collectibility of any security or other document or instrument held by or delivered to it.

Escrow Agent shall not be called upon to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, any securities or other property deposited hereunder.

In no event shall Escrow Agent be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

No provision of this Agreement will require Escrow Agent to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder, if Escrow Agent will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.

Escrow Agent will be under no obligation to appear in, prosecute or defend any action relating to the Settlement Agreement.

Escrow Agent's Right to Request Further Instructions. If Escrow Agent is reasonably uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any of the parties hereto with respect to the Escrowed Funds or the Escrowed Documents, which, in the opinion of its legal counsel, conflict with any provisions of this Agreement, Escrow Agent shall promptly send a written request to each affected party for clarification of such uncertainty or conflict. Escrow Agent may refrain from taking any action (other than to hold the Escrowed Funds and the Escrowed Documents in accordance with the terms and conditions hereof) until such uncertainty or conflict shall have been eliminated in the reasonable opinion of Escrow Agent or Escrow Agent shall have been directed otherwise in writing by all affected parties or by a final order or judgment of a court of competent jurisdiction, whichever occurs first.

Underlying Disputes Concerning Escrow. Escrow Agent shall not be liable for payment of any interest or any court cost in any action that may be brought to recover the funds held in Escrow, except as expressly provided herein. Nothing herein contained shall be deemed to obligate Escrow Agent to deliver any funds unless Escrow Agent pursuant to this Agreement shall have first received the same and not otherwise paid out such funds in accordance with written instruction under this Agreement. In the event of any dispute or other circumstance sufficient in the sole discretion of Escrow Agent to justify its doing so, Escrow Agent shall be entitled to tender the Escrowed Documents, together with any Escrowed Funds and any earnings thereon, into the registry of custody of any court of competent jurisdiction, together with such legal pleadings as it may deem appropriate, and thereupon be discharged from all further duties and liabilities under this Agreement. Any such legal action may be brought in such court as Escrow Agent may determine to have jurisdiction thereof. Indemnification of Escrow Agent. Life Settlement Provider and Life Settlor agree to jointly and severally hold Escrow Agent and its officers, directors, shareholders, employees and agents harmless and agree to jointly and severally indemnify Escrow Agent and its officers, directors, shareholders, employees and agents from and against any loss, liability, expense (including but not limited to, reasonable attorney's fees and expenses), claims, or demands arising out of or in connection with the transactions contemplated hereby, except for such person's own gross negligence, bad faith or willful misconduct. The foregoing indemnity shall survive the resignation or removal of Escrow Agent pursuant hereto and the termination of this Agreement.

Representations and Warranties of Escrow Agent. Escrow Agent represents and warrants to Life Settlement Provider and Life Settlor, as of the Agreement date, and as of each date it accepts Escrowed Documents and/or Escrowed Funds hereunder, as follows:

Escrow Agent is organized and in good standing under the laws of the_with the right to perform all of its obligations hereunder;

The execution, delivery and performance of this Agreement by Escrow Agent have been duly authorized by all necessary action on the part of Escrow Agent; and

This Agreement is the legal, valid and binding obligation of Escrow Agent enforceable by Life Settlement Provider and Life Settlor against Escrow Agent in accordance with the terms hereof.

Resignation, Removal and Replacement of Escrow Agent. Escrow Agent may resign or be removed by Life Settlement Provider and be discharged from performing any future duties hereunder, and a successor Escrow Agent shall be appointed jointly by Life Settlement Provider and Life Settlor hereunder. Escrow Agent shall present Life Settlement Provider and Life Settlor with prompt written notice of such resignation, and Life Settlement Provider and Life Settlor shall jointly provide to Escrow Agent with prompt written notice of the appointment of each successor Escrow Agent. No resignation or removal of Escrow Agent shall become effective until the appointment of a successor Escrow Agent hereunder and the acceptance by such successor of the duties of Escrow Agent hereunder. Notwithstanding the foregoing, if no replacement Escrow Agent is appointed in accordance with this Section 13 within thirty (30) days after Escrow Agent gives written notice to Life Settlement Provider of its resignation, Escrow Agent may petition a court of competent jurisdiction to appoint a successor escrow agent hereunder.

Income Tax Reporting. The parties agree that, for tax reporting purposes, all interest or other income from investment of the Escrowed Funds shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service be reported as having been earned by Life Settlement Provider whether or not income was disbursed during a particular year. Prior to closing, the parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. The parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the Regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of monies or other property held by the Escrow Agent pursuant to this Agreement.

General.

Time is of the essence in this Agreement.

The section headings of this Agreement are for convenience only and shall not limit or otherwise affect any of the terms hereof.

Neither this Agreement nor any term, condition, covenant or agreement hereof may be changed, waived, discharged, or terminated orally but only by an instrument in writing signed by each party hereto. In no event shall Escrow Agent be required to join in any amendment hereto which adversely affects its rights, duties, obligations, privileges, protections, indemnifications or immunities hereunder.

This Agreement, together with all documents referred to herein, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. Notwithstanding anything in this Agreement to the contrary, Escrow Agent shall not be bound by the terms of any documents to which it is not a party.

This Agreement shall be governed by the laws of the State of STATE NAME, without regard to the principles of conflict and choice of laws thereof. Each of the parties hereto hereby irrevocably agrees that any action, suit or proceedings against by any of the other parties hereto with respect to this Agreement shall be brought before the exclusive jurisdiction of the federal and state courts located in the County of--in the State of STATE NAME, unless all the parties hereto agree in writing to any other jurisdiction. Each of the parties hereto hereby submits to such exclusive jurisdiction.

If any paragraph or part hereof shall for any reason be held or adjudged to be invalid, illegal, or unenforceable by any court of competent jurisdiction, such paragraph or part thereof so adjudicated invalid, illegal, or unenforceable shall be deemed separate, distinct, and independent, and the remainder of this Agreement shall remain in full force and effect and shall not be affected by such holding or adjudication.

As used herein, the singular number shall include the plural, the plural the singular, and the use of the masculine, feminine, or neuter gender shall include all genders, as the context may require.

This Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall constitute but one and the same instrument.

EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BYLAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLYOUT OF, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER.

The parties acknowledge and agree that each party has participated equally the negotiation and preparation of this Agreement and that the rule of law that ambiguities contained in a contract shall be construed against the drafter thereof shall not be applied to this Agreement or the interpretation of any term or provision hereof.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.]

IN WITNESS WHEREOF, this Escrow Agreement has been executed by each of the parties hereto effective as of this --_ day of --, 200-.

LIFE SETTLEMENT PROVIDER: ESCROW AGENT:

COMPANY NAME, COMPANY NAME, as Life Settlement Provider

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

Life Settlor's signature to be notarized:

ESCROW AGEND

COMPANY NAME, not in its individual capacity but solely as Escrow Agent

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

LIFE SETTLOR:

SIGNATURE

Notice Address:

On -- before me, --, personally appeared --, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Signature -- (Seal)

My Commission Expires --

Life Settlor's signature to be notarized:

LIFE SETTLOR:

-- SIGNATURE

Notice Address:

State of -- County of -- On -- before me, --, personally appeared -- --, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Signature --

(Seal)

My Commission Expires --

EXHIBIT A

Form of Life Settlement Proceeds Disbursement Instructions

LIFE SETTLEMENT PROCEEDS DISBURSEMENT INSTRUCTIONS

NAME OF LIFE SETTLOR ("Life Settlor") and COMPANY NAME ("Life Settlement Provider"), agree that NAME is authorized and instructed to disburse the Net Life Settlement Proceeds payable by Life Settlement Provider, pursuant to the Life Settlement Agreement (the "Settlement Agreement") by and between Life Settlor and Life Settlement Provider for its purchase of Life Settlor's Life Insurance Policy Number -- (the "Life Insurance Policy"), issued by INSURANCE COMPANY (the "Life Insurance Company") insuring the -- of --, upon the satisfaction of all conditions precedent contemplated by the Settlement Agreement as determined by Life Settlement Provider, the satisfaction of all such conditions precedent to be conclusively evidenced by the Life Settlement Provider's execution hereof, as follows:

Life Settlement Provider: NAME

Life Settlor: NAME

Purchase Price: $AMOUNT

Less: Policy Loans (if any) ($AMOUNT)

Net Life Settlement Proceeds to Life Settlor: $AMOUNT

Executed this -- day of --, 200--.

By: --

Name:_ --

Title:--

LIFE SETTLEMENT AGREEMENT ILLUSTRATION PAGE

This Life Settlement Agreement is the legal document used to consummate the sale of the below defined life insurance policy by the Life Settlor to the Life Settlement Provider. The specific of the transaction are as follows:

Life Insurance Policy Details:

Policy Number Policy Issued by Insuring the Life Settlor/Seller Life Settlement Provider/Buyer Purchase Price

POLICY NUMBER COMPANY NAME

-- of --

NAME

NAME

$ PRICE

LIFE SETTLEMENT AGREEMENT

This Life Settlement Agreement (this "Agreement") is entered into as of the Effective Date (as defined below) by and between --, a -- (the "Provider"), and -- (the "Life Settlor"). The "Effective Date" of this Agreement shall be that date upon which the last party hereto executes such party's signature to the signature page of this Agreement.

WHEREAS, Life Settlor, owns all rights, titles and interests in and to a certain Life Insurance Policy Number including all riders and endorsements issued pursaunt thereto, issued by INSURANCE COMPANY NAME (the "Insurer"), insuring NAME (the "Insured"), which has a face amount of death benefit of FACE AMOUNT (the "Policy"); and

WHEREAS, Life Settlor desires to sell, assign, convey and transfer ownership of, and the beneficiary right to receive payment of the death and all other benefits payable under, the Policy to Provider, on behalf of its financing entity (and if applicable, its special purpose entity) (collectively such financing entity and special purpose entity, the "Financing Entity") and Provider desires to purchase ownership, and the right to name the beneficiary, of the Policy from Life Settlor, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, representations and warranties contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Provider and Life Settlor agree as follows:

1. Purchase and Sale of Policy.

1.1 Life Settlor's Sale of Policy to Provider. Subject to the terms and conditions set forth herein and in the related escrow agreement (the "Escrow Agreement"), which Escrow Agreement shall be incorporated herein by reference and executed contemporaneously with this Agreement by and among Provider, Life Settlor and the party designated therein as the Escrow Agent (the "Escrow Agent"), on the Closing Date (as defined herein), Life Settlor shall sell the Policy to Provider and Provider, on behalf of its Financing Entity, shall purchase the Policy from Life Settlor, free and clear of all charges, claims, liens, pledges, security interests and encumbrances of all kinds.

1.2 Calculation and Payment of Purchase Price. The purchase price payable by the Provider for the sale of the Policy by Life Settlor to Provider shall be the amount equal to $ PURCHASE PRICE (gross purchase price amount) (the "Purchase Price"). The "Net Purchase Price" means the Purchase Price, less the amounts of all policy loans made against the Policy, liens against the Policy, and advanced insurance premiums paid for the Policy by Provider and/or any other encumbrances or charges outstanding against or on the Policy as of the Closing Date. The Net Purchase Price shall be paid to the Life Settlor by the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement. Upon receipt by the Provider of notice from the Escrow Agent that the Escrow Agent has received all documents and instruments, signed by the Life Settlor, necessary (a) to change the owner of the Policy from Life Settlor to Provider's Financing Entity, and to change the beneficiary of the Policy to Provider's Financing Entity as contemplated by this Agreement, the Provider will deposit or cause to be deposited with the Escrow Agent cash or cash equivalents in the aggregate amount of the Purchase Price. Life Settlor acknowledges and agrees that the Net Purchase Price to be paid to Life Settlor in consideration for Life Settlor's sale of the Policy to Provider may be less than the Purchase Price. Life Settlor further acknowledges that in addition to the Purchase Price, Provider shall pay to the life settlement broker which represents Life Settlor such compensation as Life Settlor and such life settlement broker have agreed is fair and adequate, which agreement is independent of any reliance upon any statement, remark, comment or declaration made by Provider.

1.3 Closing. The closing of the purchase and sale of the Policy contemplated by this Agreement (the "Closing") shall occur no later than the fifth (5th) business day following the day on which all of the conditions precedent to Closing as set forth in Section 1.4 hereof shall have been satisfied as determined by Provider in its sole and absolute discretion (the "Closing Date").

1.4 Conditions Precedent to Closing. The obligation of the Provider to consummate the Closing is subject to the satisfaction of each of the following conditions precedent:

(a) Provider and the Escrow Agent shall have received copies or originals, as applicable, of each of the documents listed on Schedule I attached hereto (the "Closing Documents") in a form satisfactory to Provider in its sole and absolute discretion;

(b) The Insured shall not have died on or before the Closing;

(c) All of the Life Settlor's representations, warranties and covenants made herein and in the Escrow Agreement shall be true and correct as of the Closing Date;

(d) There shall not be any action, suit or other proceeding pending or threatened against Provider by any body or agency of the federal, state or local government or by any third party with respect to the transactions contemplated herein, and the consummation of the transactions contemplated herein shall not have been enjoined by a court of competent jurisdiction as of the Closing Date;

(e) There shall not be any pending investigation by or outstanding notice from the Insurer related to the contestability or rescission of the Policy;

(f) Escrow Agent shall have received from Life Settlor, and Life Settlor shall have delivered to Provider copies of, all documents and instruments necessary (i) to change the owner of the Policy from Life Settlor to

Provider's Financing Entity, and to change the beneficiary of the Policy to Provider's Financing Entity as contemplated by this Agreement and (ii) for the Insurer to accept, recognize and record such changes of ownership and beneficiary for the Policy;

(g) Provider shall have verified to its satisfaction all material information relating to the Policy, including without limitation: (i) the face amount of, and the amount of net death benefit payable under, the Policy; (ii) all Policy loans and other encumbrances, charges and/or liens on or against the Policy; (iii) that nothing prohibits or restricts Life Settlor from executing this Agreement and/or from transferring the ownership of the Policy and changing the beneficiary designation as contemplated by this Agreement; (iv) the absence of restrictions on the transfer of the Policy by Life Settlor to Provider; (v) the absence of any due but unpaid premiums on the Policy; (vi) that the Policy is in effect and has not lapsed; and (vii) that there have been no withdrawals of amounts with respect to the Policy, Policy loans or other encumbrances or liens on the Policy since the most recent verification of coverage issued for the Policy by the Insurer, and the account values and amount of coverage are consistent with those stated on such recent verification of coverage; and

(h) Provider shall have received written acknowledgment by the Insurer that exclusive ownership of the Policy has been transferred to Provider's Financing Entity and the beneficiary designation of the Policy has been changed to name Provider's Financing Entity as the sole beneficiary of the Policy.

2. Representations and Warranties of Life Settlor. Life Settlor represents and warrants, as of the Effective Date and the Closing Date, to the Provider and its Financing Entity as follows:

2.1 Attached to this Agreement as Exhibit A, Exhibit B and Exhibit C, respectively, are true, correct and complete copies of the application made by Life Settlor to Insurer for Life Settlor's purchase of the Policy, the Policy and the Life Settlement Proceeds Disbursement Instructions to be executed by Provider and Life Settlor for the disbursement of the Net Purchase Price to Life Settlor.

2.2 The Policy is in full force and effect and all insurance premiums and other amounts owed to Insurer for the Policy as of the Effective Date have been paid in full. As of the Effective Date, there are no insurance premiums, fees or other amounts due and required to be paid by Life Settlor to Insurer or any other third party in order to sell the Policy to Provider.

2.3 Life Settlor owns good, valid and marketable title to the Policy free and clear of any and all charges, claims, liens, pledges, security interests and encumbrances of any kind, except only for encumbrances made in favor of the Insurer for loans obtained against the Policy which Life Settlor has fully disclosed in writing to Provider as of the Effective Date.

2.4 Life Settlor is solvent and has no outstanding liens, suits, claims, garnishments, bankruptcies or other court judgments which could render Life Settlor insolvent or bankrupt, and no bankruptcy or insolvency proceedings are pending or contemplated to be commenced by or against Life Settlor.

2.5 No statement, representation or warranty made by Life Settlor or Insured in any application made to the Insurer for the Policy, or otherwise made by Life Settlor or Insured to Insurer in connection with the Policy, contained any untrue statement of fact, or omitted to state any fact necessary to make such statement, representation or warranty not misleading, true and complete in all respects.

2.6 Life Settlor is competent and has the full legal capacity to enter into and perform the transaction contemplated under this Agreement.

2.7 Life Settlor has been advised of and has a full and complete understanding of the benefits of the Policy.

2.8 Life Settlor has been advised of certain advantages and disadvantages of Life Settlor's sale of the Policy and has a full and complete understanding of the consequences of the life settlement transaction contemplated by this Agreement.

2.9 Insured does not have a catastrophic, chronic, life-threatening or terminal illness including, without limitation, metastasized cancers, renal failure, heart disease, lung disease, or Acquired Immune Deficiency Syndrome (AIDS).

2.10 Insured has not been diagnosed with any medical illness or condition that is reasonably expected to result in a life expectancy of thirty-six (36) months or less.

2.11 Insured is able to perform all of the following activities of daily living: eating, toileting, transferring, bathing, dressing, and continence. No state health agency official has determined the Insured has any disability related to these activities of daily living.

2.12 Insured does not require substantial supervision to protect Insured from threats to health and safety due to severe cognitive impairment.

2.13 Life Settlor had the opportunity to consult with and obtain advice and assistance from Life Settlor's legal, financial, insurance and/or tax professionals, and to be represented by counsel in the negotiation and execution of this Agreement, and Life Settlor has had an opportunity to review this Agreement with his, her or its independent legal counsel and Life Settlor's other agents of Life Settlor's own choosing, and further acknowledges that Life Settlor has entered this Agreement freely and voluntarily and without any coercion, duress or undue influence.

2.14 Provider has not provided Life Settlor with any advice regarding the income, death, gift or other tax effects of this Agreement, but has advised Life Settlor that there may be adverse income, death, gift or other tax and/or financial consequences to Life Settlor, the Insured and current beneficiaries of the Policy as the result of the sale of the Policy by Life Settlor. Life Settlor has consulted with Life Settlor's own financial, insurance, legal, tax or other such advisors regarding such effects.

2.15 There is no decree, judgment, order, litigation at law or in equity, arbitration proceeding or proceeding before or by any commission, agency or other administrative or regulatory body or authority pending, or to Life Settlor's knowledge threatened, to which Life Settlor is a party or to which Life Settlor or the Policy are subject or which could have an adverse effect on the Policy, and there is no basis for any other claim, litigation or proceeding. There is no investigation by any commission, agency or other administrative or regulatory body or authority pending, or to Life Settlor's knowledge threatened, which is related to the Policy, nor is there any basis for any such investigation.

2.16 Life Settlor has not received any notice from the Insurer of any inaccurate statement or misrepresentation, or violation of a term or condition, contained in the application made by Life Settlor to Insurer for Life Settlor's purchase of the Policy or any violation of any term, condition or provision of the Policy, including without limitation, any notice of a rescission or cancellation of the Policy, or a lapse of the Policy.

2.17 Life Settlor acknowledges and agrees that (i) the Net Purchase Price is fair and adequate consideration to Life Settlor for the sale of the Policy by Life Settlor to Provider, (ii) the Net Purchase Price to be paid to Life Settlor in consideration for Life Settlor's sale of the Policy to Provider may be less than the Gross Purchase Price and (iii) Provider and/or the Escrow Agent may deduct amounts from the Gross Purchase Price to be disbursed directly to third parties, including without limitation, disbursements for life settlement broker commissions (if any), advanced Policy premiums and Policy loans.

2.18 If the Life Settlor is married, the Life Settlor's spouse has duly executed the Consent of Life Settlor's Spouse in the form attached to Schedule I hereto. Life Settlor is not currently a party to any divorce or marital separation proceeding, party to any divorce settlement or decree, or contemplating divorce or separation from Life Settlor's spouse, and has no knowledge that Life Settlor's spouse is contemplating divorce or separation from Life Settlor.

2.19 Life Settlor is not in violation of any covenants, duties or obligations concerning childcare, paternity, alimony, or support for any children, or guardian thereof, or former spouse.

2.20 Life Settlor has valid and legitimate reasons for selling the Policy, and the sale of the Policy to Provider is made by the Life Settlor in good faith and without actual intent to hinder, delay or defraud any of the Life Settlor's present or future creditors or the Insurer.

2.21 If the Policy contains an accelerated benefits or similar provision allowing benefits under the Policy to be paid before the death of the Insured, the Life Settlor has determined that the Insured does not qualify for the payment of such benefits.

2.22 This Agreement will not cause a breach or violation or a right of termination, acceleration, cancellation or similar right, under any contract, promise, agreement, order or decree by which Life Settlor or Life Settlor's assets are bound or may be affected.

2.23 This Agreement is, and Exhibit A, Exhibit B and Exhibit C, the documents listed in Schedule I and the other instruments required hereby will be, when executed and delivered by Life Settlor, the valid and binding obligations of Life Settlor, enforceable by Provider and its successors and assignees against Life Settlor in accordance with their respective terms, subject only to bankruptcy, insolvency, reorganization, moratoriums or similar laws at the time in effect affecting the enforceability or rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remedies.

2.24 Life Settlor hereby acknowledges that any person who knowingly presents false information in an application for a life settlement is guilty of a crime and may be subject to fines and confinement in prison.

2.25 If the Policy is a joint life insurance policy that contains family riders or endorsements or covers a life other than the Insured's, Life Settlor hereby acknowledges that any coverage on the other lives under the Policy may be lost and that Provider shall in no way be obligated to continue any of such supplemental life or other coverages after its purchase of the Policy from the Life Settlor. Life Settlor has consulted Insurer or Insurer's agent or producer to determine whether such coverage may be converted in order to avoid losing the coverage.

2.26 Life Settlor hereby acknowledges that upon the Closing, Life Settlor will no longer be obligated to make any future insurance premium payments on the Policy. Life Settlor also acknowledges that after the Closing the death benefit proceeds of the Policy will be paid to Provider or its designated beneficiary or to Provider's successor or assignee or its designated beneficiary, and Life Settlor will not be entitled to receive any death benefit proceeds, cash value, dividends, guaranteed insurability options, advantages, policy loan or other benefit provided under the Policy.

2.27 Neither the Policy nor any of its proceeds have ever been used as security for a loan made to the original owner of the Policy or any affiliate of such original owner, pursuant to which such original owner or affiliate borrows amounts required to meet all or a portion of ongoing premium payments on such Policy.

2.28 Life Settlor's representations and warranties set forth in this Agreement shall be true, complete and correct on and as of the Closing Date, as though such representations and warranties were made on and as of such time.

2.29 No statement of Life Settlor contained in this Agreement and no written statement of Life Settlor furnished or to be furnished by Life Settlor to Provider pursuant to or in connection with this Agreement contains or will contain any untrue statement of a fact. No statement of Life Settlor contained in this Agreement and no written statement of Life Settlor furnished or to be furnished by Life Settlor to Provider pursuant to or in connection with this Agreement omits or will omit any fact necessary to make the statements not misleading, true and complete in all respects.

2.30 The Insured has disclosed or caused to be disclosed to the Provider all health and medical information requested by the Provider about the Insured, and the Insured has not altered, changed or withheld any health and medical information requested by the Provider about the Insured or failed to disclose the name of any doctor, physician, hospital or other health care provider or facility that has any health and medical information requested by the Provider about the Insured.

2.31 Life Settlor's life settlement broker has fully disclosure to the Life Settlor, in compliance with all applicable statutes, regulations, and other laws, of the amount and method of calculation of all compensation that the life settlement broker will receive pursuant to the transaction contemplated herein.

3. Covenants of Life Settlor and Provider.

3.1 Life Settlor covenants to Provider that Life Settlor shall take all such action as may be necessary, including executing and delivering all such documents and instruments as may be required by the Insurer, to complete the proper transfer of ownership and change of designation of the beneficiary of the Policy as contemplated by this Agreement, and Life Settlor shall cooperate in any way requested by Provider, its assignee or their agents to assist Provider, its assignee or their agents in keeping the Policy in force. Life Settlor shall not make any withdrawals from the Policy, obtain any policy loans against the Policy or, except for changing the owner of the Policy from Life Settlor to Provider's Financing Entity, and changing the beneficiary of the Policy to Provider's Financing Entity as contemplated by this Agreement, make any change to the Policy or any of the benefits payable there under.

3.2 If Life Settlor is the Insured, Life Settlor covenants to Provider that, upon Life Settlor's receipt of the request of Provider, its assignee or their agents, Life Settlor shall execute releases and authorizations and do further acts as may be necessary from time to time up to the time of death of the Insured, permitting or authorizing Provider, any of its assignees or their agents to obtain current health or medical information regarding the Insured as permitted by applicable law. Life Settlor acknowledges and agrees that Provider, its assigns and their agents shall have the authority to contact Insured to monitor and track Insured's health and medical status and any other matters pertaining to Insured as permitted by applicable law.

3.3 If Life Settlor is the Insured, Life Settlor covenants to inform Provider, its assignee or their agents of any change in personal information of the Insured, including without limitation, address, business and residence telephone numbers, employment status, marital status, and attending physician information. Life Settlor shall notify Provider in writing within five (5) days of any change in information. Life Settlor acknowledges that Provider, its assignee or their agents may, as permitted by applicable law, from time to time and at their own discretion, contact Life Settlor, the Insurer and/or the Insured for confirmation of such information.

3.4 If Life Settlor is the Insured, Life Settlor covenants to execute and deliver such authorizations requested by Provider and to disclose all health or medical information relating to the Policy, following any reasonable written request by Provider, its assigns or their agents, including any servicer of the Policy.

3.5 Provider covenants to Life Settlor and the Insured, if the Insured is not the Life Settlor, that Provider shall maintain the confidentiality, as required by applicable law, of all non-public, health, medical, financial and other personal information concerning the Life Settlor and the Insured, as applicable, except as authorized in writing by the Life Settlor and the Insured, as applicable, or as permitted or required by applicable laws and regulations.

3.6 If the Life Settlor is the Insured, the Life Settlor shall, or if the Life Settlor is not the Insured then the Life Settlor shall cause the Insured to, designate any individual of legal age, in regular contact with the Insured, as a contact for inquiries about the Insured's health status by providing written notice to the Provider which includes the name, address, telephone number, e-mail address and relationship of the designated individual. This designation may be changed at any time upon written notice to the Provider.

3.7 Life Settlor agrees that Provider, its assigns or their agents shall have the right to independently verify and investigate the accuracy of Life Settlor's representations and warranties and the satisfaction of Life Settlor's covenants under this Agreement. Provider, its assigns and their agents shall have access to such information of Life Settlor, financial or otherwise, and to conduct such examination and investigation of the Policy as they shall deem necessary.

3.8 From and after the Effective Date until the Closing Date, Life Settlor shall give Provider prompt written notice of the occurrence of any of the following: (i) any notice of breach of the Agreement, (ii) notice of cancellation, lapse, or termination of the Policy, (iii) default, claimed default, cancellation, lapse, or termination of the Policy; (iv) fact or circumstance that could have a materially adverse effect on the sale of the Policy or the transactions hereunder.

3.9 From and after the Effective Date until the Closing Date, Life Settlor shall maintain in full force and effect the Policy, including the making of all premium payments required under the Policy.

3.10 Between the Effective Date and the Closing Date, Life Settlor will deliver to Provider: (a) information necessary to update the representations, warranties and covenants hereunder and the lists, documents and other information furnished by Life Settlor as contemplated by this Agreement; and (b) updated copies of documents in order that all such lists, documents and other information and items shall be complete and accurate in all respects as of the Closing Date. Such delivery shall be made promptly as such information becomes available until the Closing Date, on which date a final delivery shall be made. No such updating of the representations and warranties shall be deemed to cure any breach of a representation or warranty made hereunder which was not true and correct as of the time made.

3.11 The parties covenant and agree that each shall take all such further action as may be necessary, including executing all such documents as may be required by the Insurer, to complete the proper transfer of ownership of the Policy and change of designation of the beneficiary of the Policy as contemplated by this Agreement.

4. Termination.

4.1 This Agreement may be terminated prior to the Closing Date by Provider and the transactions contemplated herein abandoned at any time as follows:

(a) upon Life Settlor's breach of any representation, warranty or covenant contained in this Agreement or the Escrow Agreement;

(b) upon any lawsuit or other proceeding brought against Provider in connection with this Agreement or against any person or entity related to the Policy before the Closing Date;

(c) upon any bankruptcy petition or similar proceeding filed by or against the Life Settlor or the commencement of any liquidation, rehabilitation, receivership, administrative supervision or other insolvency proceeding by or against the Insurer before the Closing Date;

(d) if the Policy lapses or otherwise terminates before the Closing Date;

(e) if the Provider cannot obtain medical and health insurance records regarding Insured to the satisfaction of the Provider before the Closing Date; or

(f) any material change in the value of the Policy before the Closing Date.

4.2 This Agreement shall automatically terminate if the Insured dies before the Closing.

5. Indemnification and Release by Life Settlor.

5.1 Life Settlor shall indemnify and hold harmless Provider from, against and in respect of any and all damages, losses or expenses (including reasonable attorneys' fees) suffered or paid as a result of any and all claims, judgments and liabilities against or sustained by Provider as a result of (i) any breach of any representation, warranty or covenant made by Life Settlor herein; (ii) any action, claim or suit made by any person against Provider arising out of or in connection with the Policy; (iii) any failure by the life settlement broker which represents the Life Settlor to fully disclose the amount and method of calculation of any compensation such life settlement broker is owed pursuant to the transaction contemplated herein or to meet any other fiduciary duty such life settlement broker owes to the Life Settlor, or (iv) any failure of Life Settlor to duly pay, perform or otherwise discharge any liability or obligation of Life Settlor in respect of the Policy accruing or arising before the Closing.

5.2 If the Provider (in such capacity, the "Indemnified Party") obtains knowledge of any damage, loss, expense, claim, judgment or liability that the Indemnified Party determines has given or will give rise to a claim under this section, the Indemnified Party shall promptly give notice of the same to Life Settlor as required by this Agreement to provide such indemnification (the "Indemnifying Party," and such notice, a "Notice of Claim"). A Notice of Claim shall specify, in reasonable detail, the nature of the facts or circumstances that the Indemnified Party has determined have given or may give rise to a claim for indemnification hereunder. With respect to any third-party claim giving rise to a Notice of Claim, the Indemnifying Party shall defend, at its expense, such third-party claim; provided, however, that the Indemnified Party, at its expense, shall have the right but not the obligation to participate in such defense. The Indemnified Party shall make available to the Indemnifying Party or its attorneys or other representatives all books and records of the business and all other materials reasonably required by the Indemnifying Party or its representatives for use in contesting any third-party claim, and shall cooperate fully with the Indemnifying Party in the defense of all such claims. The Indemnifying Party shall not settle any claim without the prior written consent of the Indemnified Party.

5.3 Life Settlor agrees to release and hereby does release Provider from any and all claims and liabilities arising from the actions or omissions of the life settlement broker which represents the Life Settlor including such life settlement broker's disclosure of the amount and method of calculating the life settlement broker's compensation received or anticipated pursuant to the transaction contemplated herein.

6. Rescission.

6.1 Life Settlor shall have the right to rescind this Agreement during the period starting on the Closing Date and ending on the_day after the Closing Date (the "Rescission Period"), by providing to Provider written notice of Life Settlor's election to rescind this Agreement on or before the end of the Rescission Period.

6.2 If Life Settlor elects to rescind this Agreement pursuant to Section 6.1, Life Settlor shall have the right to rescind only by making an unconditional refund to Provider, in immediately available funds, of the entire amount of the Net Purchase Price, plus all amounts which Provider may have paid before or after the Closing Date in respect to the Policy, including without limitation, insurance premiums, payments of principal and interest for loans against the Policy (the "Additional Policy Costs").

6.3 Upon an election to rescind this Agreement by Life Settlor in compliance with this Section 6, subject to the provisions of Section 6.2 hereof, Provider shall promptly cause the ownership of the Policy to be reassigned and retransfered to Life Settlor, and if rescission precedes payment of the Net Purchase Price to Life Settlor, Escrow Agent shall promptly return the Net Purchase Price to Provider.

6.4 If, after the Closing Date, the Insured dies during the Rescission Period, the purchase of the Policy by Provider from Life Settlor pursuant to this Agreement shall be deemed to be rescinded by Life Settlor, subject to the Life Settlor's payment of the Net Purchase Price and the Additional Policy Costs to the Provider as required pursuant to Section 6.2 hereof.

7. Miscellaneous.

7.1 This Agreement, and Exhibit A, Exhibit B and Exhibit C and the documents listed on Schedule I which are incorporated by reference herein, contains the entire agreement between the parties hereto and supersedes any and all prior agreements, arrangements or understandings (whether written or oral) between the parties relating to the subject matter hereof. No representation, inducement, promise or agreement, oral or otherwise, made by any party hereto which is not embodied or referred to herein is or shall be of any force or effect.

7.2 No amendment, supplement, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby, and in the case of Provider, by an officer of Provider. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision or breach of this Agreement, whether or not similar, unless otherwise expressly provided.

7.3 Any provision in this Agreement that is held by a court of competent jurisdiction to be inoperable, unenforceable or invalid shall be inoperable, unenforceable or invalid without affecting the operation, enforceability or validity of the remaining provisions hereof. Each of the provisions of this Agreement shall be deemed to be severable from the other provisions of this Agreement.

7.4 The representations, warranties and covenants made by Life Settlor in this Agreement or made pursuant hereto shall survive the Closing and the consummation of the transactions contemplated by this Agreement.

7.5 Life Settlor may not assign or transfer this Agreement or any of Life Settlor's rights created hereunder, or delegate any rights, duties or obligations of Life Settlor under this Agreement, and this Agreement may not be involuntarily assigned or transferred by Life Settlor by operation of law, without the prior written consent of the Provider, which consent may be granted or withheld by the Provider in its sole and absolute discretion. Any attempted assignment or transfer by Life Settlor of this Agreement without such consent shall be null and void. Provider, and its assigns, shall have the right in their sole and absolute discretion to assign this Agreement and any and all rights, benefits, privileges and obligations hereunder, including without limitation, any right of Provider to monitor and track Insured's health and medical status or any other matters pertaining to Insured as permitted by applicable law.

7.6 This Agreement shall be construed and interpreted according to the laws of the State of Georgia, without regard to the conflict of law principles thereof. Each of the parties hereto hereby irrevocably agrees that any action, suit or proceedings with respect to this Agreement shall be brought before the exclusive jurisdiction of the federal and state courts located in the County of Fulton in the State of Georgia. Each of the parties hereto hereby submit to such exclusive jurisdiction.

7.7 All notices and other communications required or permitted to be given hereunder must be in writing and shall be deemed effectively given (i) upon delivery, when delivered personally against receipt therefor, (ii) upon delivery when sent by certified mail, postage prepaid and return receipt requested to the respective addresses of the parties hereto set forth below their signature hereto, (iii) upon transmission, when transmitted by telecopier, facsimile, telex or other electronic transmission method, provided that receipt is confirmed and notice is sent by certified mail, postage prepaid and return receipt requested, or (iv) upon delivery, when sent by Federal Express or other nationally recognized overnight delivery service to the respective addresses of the parties hereto set forth below their signature hereto, or any subsequent address provided by parties as required by Section 3.3 herein.

7.8 This Agreement shall inure to the benefit of and be binding upon each of the successors and permitted assigns of the parties hereto.

7.9 This Agreement may be executed in counterparts, each of which shall be deemed an original, but such counterparts shall together constitute but one and the same Agreement. The Section headings in this Agreement are inserted for convenience of reference only and shall not constitute a part hereof

7.10 The parties acknowledge and agree that each party has participated equally in the negotiation and preparation of this Agreement and that the rule of law that ambiguities contained in a contract shall be construed against the drafter thereof shall not be applied to this Agreement or the interpretation of any term or provision hereof.

7.11 Each party hereto waives trial by jury in any action brought hereunder. Each party hereto agrees that a final judgment in any such action shall be conclusive and may be enforced in any other jurisdiction by suit on a judgment or in any other manner provided by law. Nothing in this Section 7.10 shall affect the right of any party hereto to serve legal process in any other manner permitted by law. To the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby waives (to the fullest extent permitted by applicable law) such immunity in respect of its obligations hereunder.

7.12 Arbitration.

(a) Any dispute, controversy or disagreement arising out of or in connection with this Agreement shall be resolved by binding arbitration administered by JAMS in accordance with the provisions of its Arbitration Rules and Procedures;

(i) The arbitration proceedings shall be conducted in Atlanta, Georgia.

(ii) The parties may conduct reasonable pre-hearing discovery, including requests for production of documents and depositions.

(iii) The arbitrator shall have the power to resolve any discovery disputes which arise between the parties. The arbitrator shall award to the prevailing party, if any, as determined by the arbitrator, all of its reasonable costs and fees. "Costs and fees" shall include the arbitrator's fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys' fees. Judgment upon the award of the arbitrator may be entered and enforced by any court or tribunal having jurisdiction.

(iv) The award of the arbitrator shall be accompanied by a reasoned opinion and include findings of facts, a breakdown as to specific claims, and be consistent with the law. The award shall be in writing, signed by the arbitrator, and shall include a statement regarding the reasons for the disposition of any claim.

(v) The arbitrator shall have no authority to award punitive damages, consequential damages in excess of the limits set forth in the Agreement, nor any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms, limitations and conditions of this Agreement.

(vi) Within twenty (20) days after issuance of the arbitrator's decision, any party may file one motion for reconsideration.

(vii) To the extent possible, the parties shall continue performance of their respective obligations under this Agreement during the performance of the dispute procedures set forth herein.

(b) ithstanding the foregoing, in the event of a breach or threatened breach of this Agreement, either party may apply to a court of competent jurisdiction as set forth herein for immediate legal and/or equitable relief, and any such request for immediate legal and/or equitable relief shall not be deemed a waiver of the obligation to arbitrate. As to any proceeding seeking immediate legal and/or equitable relief, the successful or prevailing party or parties will be entitled to recover reasonable attorneys' fees and other costs incurred in such proceeding, in addition to any other relief to which it or they may be entitled.

IN WITNESS WHEREOF, the Life Settlor and the Provider have executed this Agreement as of the date(s) set forth below. LIFE SETTLOR:

-- POLICYOWNER SIGNATURE

Date: --

POLICYOWNER ADDRESS POLICYOWNER CITY, STATE ZIP CODE

STATE OF --)

COUNTY OF --)

Before me, the undersigned authority, on this day personally appeared <<Policyowner1SignatoryName>> -- known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed and in the capacity therein stated.

Name: --

Notary Public in and for the

-- County, --

My commission expires:

--

SCHEDULE I

LIST OF CLOSING DOCUMENTS

1. Acknowledgment of Designated Contact Responsibility

2. Acknowledgment of Life Settlement Transaction

3. Acknowledgement of Life Settlor

4. Consent to Change of Beneficiary and Release and Waiver of Beneficiary Rights

5. Disclosure Form

6. Authorization for Disclosure of Protected Health Information

7. Authorization for Disclosure of Protected Health Information for Second Insured

8. Indicative Purchase Offer

9. Insured's Authorization for Disclosure of Life Insurance Policy Information

10. Insured's Designation of Contacts

11. Escrow Agreement

12. Life Settlement Application

13. Physician's Letter of Competency Regarding Policyowner

14. Physician's Letter of Competency Regarding Policyowner for Second Policyowner

15. Consent of Life Settlor's Spouse

16. Insured's Letter to Designated Contact

17. Insured's Letter to Designated Contact for Second Insured

18. Authorization of Insured for Use and Disclosure of Non-public Personal Information for Effectuation of a Viatical or Life Settlement Transaction

19. Authorization of Insured for Use and Disclosure of Non-public Personal Information for Effectuation of a Viatical or Life Settlement Transaction for Second Insured

20. Life Settlement Proceeds Disbursement Form

21. Life Insurance Policyowner's Disclosure of Liens

22. Notice of Sale of Life Insurance Policy and Request for VOC

23. Policyowner's Authorization for Disclosure of Life Insurance Policy Information

24. Overview of Life Settlement Process 415

PHYSICIAN'S LETTER OF COMPETENCY REGARDING POLICYOWNER

FROM:

Physician's Name -- Street Address -- City, State, Zip -- Phone Number (--) -- - -- Fax Number (--) -- - --

TO WHOM IT MAY CONCERN:

I am the attending physician for NAME.

In my professional medical opinion, this patient is of sound mind, under no constraint or undue influence and i competent to handle HIS/HER own business affairs. To the best of my knowledge, information and belief, this patient is under no known constraint, coercion, duress or undue influence affecting NAME'S business judgment.

Sincerely,

-- Physician's Signature

Date: --

-- Print Name

AUTHORIZATION OF INSURED FOR USE AND DISCLOSURE OF NON-PUBLIC PERSONAL INFORMATION FOR EFFECTUATION OF A VIATICAL OR LIFE SETTLEMENT TRANSACTION

I, NAME (the "Insured"), hereby authorize any life settlement broker, life insurance agent, broker or producer, and any of their respective affiliates, any of their respective agents, employees, representatives and their respective successors and assigns (collectively, the "Life Settlement Brokers") to use, and to deliver, disclose, give, provide and release, as may be necessary to effect a viatical or life settlement of any life insurance policy insuring the Insured's life (a "Life Insurance Policy"), any and all information, including without limitation, non-public personal financial and health and medical information about the Insured and the Insured's identity as an insured under any Life Insurance Policy, that any of the Life Settlement Brokers obtain, whether from the Insured, any of Insured's agents or representatives, any insurance company, health care or medical provider, professional or facility or any other source, to --, a --, and any of its affiliates, any of their respective agents, employees, representatives and their respective successors and assigns (collectively, the "Life Settlement Provider"), as may be necessary to effect a viatical or life settlement of any Life Insurance Policy with the Life Settlement Provider or any of its financing entities, related provider trusts, special purpose entities or any other financing source of the Life Settlement Provider.

Further, the Insured hereby authorizes the Life Settlement Provider to use, and to deliver, disclose, give, provide and release, any and all information, including without limitation, non-public personal financial and health and medical information about the Insured and the Insured's identity as an insured under any Life Insurance Policy, that the Life Settlement Provider may obtain, whether from the Insured, the Life Settlement Brokers, any of Insured's agents or representatives, any insurance company, health care or medical provider, professional or facility or any other source, to any individual, entity or person, including without limitation, to any health or medical information reviewer, underwriter, life expectancy provider, escrow agent, potential future beneficiary of any Life Insurance Policy, financing entity, related provider trust, special purpose entity or any other financing source of the Life Settlement Provider, and any of its affiliates, any of their respective agents, employees, representatives and their respective successors and assigns, as may be necessary to effect a viatical or life settlement of any Life Insurance Policy with the Life Settlement Provider or any of its financing entities, related provider trusts, special purpose entities or any other financing source of the Life Settlement Provider.

The Insured agrees and consents that this Authorization shall be effective from the date hereof until the earlier of (a) the date that is two (2) years after the date hereof or (b) such earlier date, if any, as may be required by applicable law or regulation. The Insured agrees that any photocopy, facsimile or other reproduction of this Authorization shall be as valid as the original hereof and may be relied upon by any insurance company and any of his/her agents, designees, successors or assigns.

The Insured certifies that--is executing and delivering this authorization freely and unilaterally as of the date written below. The Insured further acknowledges and agrees that this authorization is written in plain language and acknowledges that--has received and retained a copy of this signed authorization for future reference.

-- NAME

-- DATE

State of --) SS:

County of: --)

Subscribed and affirmed to before me this -- day of --, 200 --. (Seal)

-- (Signature of Notary Public)

My commission expires: --

LIFE INSURANCE POLICYOWNER'S DISCLOSURE OF LIENS

The undersigned, POLICYOWNER NAME(S), hereby represents and warrants to --, a --, its financing entity, any of their respective affiliates, and their respective successors and assigns (collectively, the "Life Settlement Servicers") that the Policyowner has provided in the schedule set forth below, a true, correct and complete disclosure of any and all (a) debts, liabilities, agreements, court orders or other obligations which create, or could potentially create, a claim, lien, encumbrance, pledge, collateral assignment or security interest in, on or against Life Insurance Policy Number -- issued by COMPANY NAME (the "Life Insurance Policy") and (b) any assignments, limitations or restrictions on the designation of beneficiaries, or on payment of any of the benefits or proceeds (the "Policy Encumbrances") of the Life Insurance Policy:

If any debts, liabilities, agreements, court orders or other obligations exist which are or could potentially create, a lien, encumbrance, pledge, restricted beneficiary designation, collateral assignment or security interest in, on or against the Life Insurance Policy, the undersigned, as Policyowner, has made a full, accurate and complete disclosure to the Life Settlement Servicers of all such matters herein. The Policyowner hereby represents and warrants to the Life Settlement Servicers that the Policyowner has made a full, accurate and complete disclosure of all Policy Encumbrances.

The Policyowner represents and warrants to the Life Settlement Servicers that the Policy Encumbrances listed above do not contain any false or untrue statement of a fact, or omit any fact necessary in order to make the statements herein contained not misleading.

-- Policyowner Signatory Line 1

-- Policyowner Signatory Line 2

NOTICE OF SALE OF LIFE INSURANCE POLICY AND REQUEST FOR VOC

--, 2008

COMPANY

STEET ADDRESS

CITY, STATE ZIP CODE

Attention: --

Re: Sale of Life Insurance Policy Number --

Policyowner(s): --

Insured(s): --

Dear Sir or Madam:

The purpose of this letter is to inform COMPANY (the "Company") that POLICYOWNER (the "Policyowner") intends to sell Policy Number -- (the "Policy"), which the Company has issued and insures the --, of --, (the "Insured"), to NAME OF LIFE SETTLEMENT PROVIDER (the "Life Settlement Provider"), on behalf of its financing entity, pursuant to the Life Settlement Agreement dated --, 20 -- between the Life Settlement Provider and the Policyowner (the "Life Settlement Agreement").

In connection therewith, please find enclosed:

1. A copy of the Insured's Authorization of Insured for Use and Disclosure of Non-public Personal Information executed for purposes of the Life Settlement Agreement, authorizing the Company to disclose, provide and release to the Life Settlement Provider the non-public personally identifiable financial, health and medical information about the Policy and the Insured that the Company possesses.

2. A copy of the Policyowner's Authorization for Use and Disclosure of Non-public Personal Information executed for purposes of the Life Settlement Agreement, authorizing the Company to disclose, provide and release to the Life Settlement Provider the non-public personally identifiable financial, health and medical information about the Policy and the Policyowner that the Company possesses.

3. A copy of the Policyowner's Life Settlement Application made to the Life Settlement Provider.

4. A form of Verification of Coverage for the Policy (the "VOC"). Please complete and sign the enclosed VOC and then return it to the Life Settlement Provider in the enclosed, self-addressed, postage pre-paid envelope within thirty (30) calendar days after the date of your receipt of this letter. If you have any questions concerning any of the above, please contact me in writing at the above postal address or at the above email address or by telephone at the telephone number listed above.

Thank you for your assistance in this matter.

Sincerely,

Title: --

OVERVIEW OF THE LIFE SETTLEMENT PROCESS

Selling Your Life Insurance Policy

Today it is possible for you to sell your life insurance policy to someone else, a life settlement provider ("Provider"), for an immediate cash payment. This financial arrangement is known as a life settlement ("Life Settlement").

It may not always be in your best interest to sell your life insurance policy. Therefore, before you take action, you may want to be sure you seek competent legal and financial advice. In addition, you may want to understand the following:

* What current or future benefits you may lose if you sell your life insurance policy; and

* What other options may be available to you instead of selling your life insurance policy.

Selling your life insurance policy is a complex financial arrangement. This guide will help you make an informed decision.

We suggest that you:

1. Evaluate your financial needs.

2. Check all your options.

3. Understand how the process works.

4. Know your rights.

5. Check with your state insurance department.

Step 1. Evaluate Your Needs

Before you sell your policy and give up valuable life insurance protection, think about whether your need for life insurance has changed since you bought the life insurance policy. If it has not changed since you purchased your life insurance policy, selling your policy may not be the right choice. If you sell your life insurance policy now, your beneficiaries will not be paid a benefit at the time of your death.

If you sell your life insurance policy now, remember premiums increase as you grow older. You may not want to pay the higher cost to replace your coverage should you decide that you need life insurance protection later.

Step 2. Check All of Your Options

Did you know that you may be able to get the cash you need now without selling your policy*

Policy Cash Values

Contact your current life insurance agent or company to see if you have any cash value in your policy. If you do, ask if you can:

(1) Borrow from the cash value and still keep the insurance in force.

(2) Cancel the policy for its current cash value.

(3) Use the cash value as collateral to get a loan from a financial institution.

(4) Ask if there are other options available to you.

Your insurance company must tell you about your options if you ask.

Accelerated Death Benefits

Find out if your policy has an "Accelerated Death Benefit" option. It may be your best choice.

Many life insurance policies do have an accelerated death benefit option. With that benefit, policyholders who are terminally ill, affected with certain diseases, or permanently confined in a nursing home can access 50% or more of a policy's death benefit while still living. An accelerated death benefit could pay you a large part of your policy's death benefit and you could keep your policy.

A very important feature of the accelerated benefit is that when the policyholder dies, the beneficiaries get the remaining death benefit. This means that eventually 100% of the policy benefits will be paid out either to the insured or the beneficiary.

Other Considerations

Think about what it will mean if you do sell your policy. Check out the tax implications. Not all proceeds from a Life Settlement are tax-free.

Find out if creditors could claim any of the money you would get from a Life Settlement.

Find out if you will lose any public assistance benefits such as Medicaid or other government benefits if you accept a cash settlement for your life policy.

Comparison Shop

To learn the Life Settlement market value of your life insurance policy, it is a good idea to contact three to five Life Settlement Providers. Another option is to use a Life Settlement Broker ("Broker") who would contact several Life Settlement Providers for you to help you determine the Life Settlement market value of your life insurance policy. Your financial advisor can help you decide whether to work directly with a Life Settlement Provider or through a Life Settlement Broker.

Summary

Everyone's financial situation is different. A Life Settlement may or may not be the best answer for you. Check it out for yourself. We recommend that you ask a financial advisor who is qualified to review your finances to help you review your options.

Step 3. How the Process Works

If you decide to sell your life insurance policy to a Life Settlement Provider, you will enter into a Life Settlement contract with the Provider. You, the policyowner, would agree to accept a cash payment in exchange for your life insurance policy. The amount that you would receive would be less than the face amount the policy which would be paid upon your death. (For example, you might agree to accept a $75,000 cash payment now for a policy with a death benefit of $100,000).

* Become the new owner of your policy;

* Name the beneficiary;

* Collect the full death benefit when you die;

* Begin paying premiums on the policy; and

* Sell your policy again.

There are Four Basic Phases Required to Complete a Life Settlement Transaction.

Phase 1-- Qualifying To Sell Your Policy (Underwriting)

The Life Settlement Provider will need information about you before making an offer. Usually it will take some preliminary information from you over the phone and the Provider would send paperwork for you to sign including but not limited to the following:

* A medical release form so the Provider can receive and review your medical records; and

* An authorization form to contact your insurance company to confirm benefits, premiums, and ownership of your policy.

In order to avoid delays, it is important that you give complete and accurate information about your medical history.

If you apply to more than one Life Settlement Provider, each Provider will contact your doctor for medical records and your insurance company for policy information.

Phase 2--Calculating the Offer

The Life Settlement Provider uses the information it gets in the underwriting phase to make an offer. In order to develop an offer, a Life Settlement Provider takes into account various factors including but not necessarily limited to:

* Estimated life expectancy and medical condition of the insured. Generally, the shorter the life expectancy of the insured, the more the Provider will offer for the policy;

* The amount of life insurance coverage;

* Loans or advances, if any, previously taken against the policy;

* Amount of premiums necessary to keep the life insurance policy in force;

* The rating of the issuing insurance company;

* Prevailing interest rates; and

* State laws, if any, that require a minimum payment.

Phase 3--Closing the Agreement

* If you accept an offer, a closing package is forwarded to you, the Policyowner, for approval and signature. Closing documents typically include an offer letter, a Life Settlement Contract, and the forms the insurance company needs to transfer ownership of the policy to the Provider.

* The closing documents are then returned to the Provider for its signature.

* The Provider will put the cash payment owed to you in escrow, if required, and send the signed insurance change forms to the insurance company to record the change.

Phase 4--Receiving the Payment

Once the insurance company notifies the Provider that the changes on the life insurance policy have been recorded, the payment is released to you, the Policyowner, usually in the next few business days.

In many states, you may have the right to change your mind about the Life Settlement AFTER you receive the money, provided you return all the money. Typically the law allows 15 days to review your Life Settlement arrangement; however, this time period may vary in different states.

Step 4. Know Your Rights

State Laws

Many states have laws that provide important consumer protections. You will want to contact your state insurance department to see which of the following consumer protections your state requires. Determine if:

* A Broker or Provider arranging Life Settlements must be licensed with your insurance department.

* The Life Settlement Provider buying your policy must keep your identity and medical history confidential unless you give written consent to tell others.

* To protect your proceeds, the Life Settlement Provider buying your policy must put your money into an escrow account with an independent party during the transfer process.

* You have the right to change your mind about the Life Settlement AFTER you receive the money, provided you return all the money.

* The new owners of your life insurance policy may be limited in how often they may contact you about your health status.

Federal Tax Laws

Remember that, as when interpreting any tax laws, it is always best to check with your own financial and tax advisor.

Two groups of people may receive benefits from a Life Settlement without owing federal income tax:

* Persons who have been diagnosed with a terminal illness and with a life expectancy of 24 months or less; and

* Certain chronically ill individuals.

If you qualify for this federal tax-free treatment, you also must use a Life Settlement Provider that is licensed in the state where you live, or, in states where licensing is not required, that complies with the standards of the National Association of Insurance Commissioners' Viatical Settlements Model Act.

Avoiding Consumer Fraud

* If you are in good health and someone asks you to sell your life insurance policy, proceed with caution. Remember that Life Settlements are usually intended for people living with life-threatening or chronic illnesses. Contact your state insurance department for more information.

* If you have been contacted by someone who wants you to buy a policy and then sell it immediately, you should contact your state insurance department. You may be a target for insurance fraud.

* If you are asked to buy a life insurance policy for the sole purpose of selling it, you may be participating in fraud.

* If you are asked to invest in a Life Settlement, we recommend you contact your state insurance department to learn more about the issues and risks that might be involved in such an investment.

Step 5. Check with Your State Insurance Regulator

State Licensing

Find out if your state licenses Life Settlement Providers and Brokers. For a complete list of authorized Life Settlement Providers, Life Settlement Brokers, and their representatives, call your state Department of Insurance.

Policyowner Checklist

Before you sell your policy, be sure you know the answers to these questions. Evaluate Your Needs

* Do you still need life insurance?

* Do you have dependents that might rely on your life insurance benefits should anything happen to you*

* If you do not need life insurance protection now, what are the chances you will need it in the future* Evaluate Current Policy Benefits

* Can you borrow from the cash value?

* Can you cancel the policy for its current cash value?

* Can you use the cash value as collateral to get a loan from a financial institution?

* Do you have an accelerated death benefit feature?

Understand Taxes and Other Financial Considerations

* Is the money you get from selling your life insurance policy taxable?

* Will the money you get from selling the policy affect your eligibility for government benefits?

* Do you need the advice of a tax or estate planning specialist before you decide to sell your policy?

* If you sell your policy, can any of your creditors claim the money?

Understand the Process

* If you sell your policy, who will be the legal owner?

* Is the Provider buying your policy licensed?

* If you sell your policy, how will the value you that get be calculated? What interest rate will be used?

* If you sell your policy but then change your mind, can you get your money back?

* Will investors have specific information about you, your family, or your health status?

* How are fees or commissions paid to the Broker or Provider?

Evaluate Protections in Your State

* Contact your state insurance department to find out if there are any laws governing Life Settlements.

I hereby acknowledge that I have read and understood the foregoing.

-- Signature

-- Date
COPYRIGHT 2008 COPYRIGHT 2008 The National Underwriter Company
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2008 Gale, Cengage Learning. All rights reserved.

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Publication:Tools & Techniques of Life Settlement Planning
Date:Jan 1, 2008
Words:18681
Previous Article:Appendix G: Sample documents.
Next Article:Appendix I: Life settlement application.
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