AMENDMENT NO. 1 TO AGREEMENT


         THIS  AMENDMENT  NO. 1 dated as of January 1,  1999,  to the  Agreement
dated  February 3, 1996 (the  "Agreement"),  by and between  Point West  Capital
Corporation  (formerly Dignity Partners,  Inc.), a Delaware  corporation ("Point
West") and The Echelon Group of  Companies,  LLC, a Delaware  limited  liability
company ("Echelon") is made by and between Point West and Echelon.

                                    RECITALS

         WHEREAS, Point West and Echelon previously entered into the Agreement;

         WHEREAS,  the  operations  of  Point  West  and  Echelon  have  changed
resulting in Point West utilizing more and Echelon  utilizing less office space;
and

         WHEREAS,  Point West anticipates  leasing new office space or releasing
the office space subject to the Lease referenced in the Agreement.

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

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

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

Section 3.        Consideration.
                  -------------

         Section 3 of the  Agreement  is hereby  amended and restated to read as
follows:

         So long as Echelon  uses any portion of the  Premises  or other  office
space leased by Point West,  Echelon shall pay on the first day of each calendar
month an amount  equal to twenty  percent  (20%) of any rent due and  payable by
Point West to the landlord  for the  Premises or other office space  without any
set-off or deduction.  Payments for any partial calendar month shall be prorated
on a per diem basis.

Section 6.        Insurance.
                  ---------

         Section 6 of the  Agreement  is hereby  amended and restated to read as
follows:

         Point West shall  maintain and keep in full force and effect all of the
insurance  policies  required  by  Section  6.01 (b) of the Lease and by any new
lease  and  Echelon  shall be  named  as an  additional  named  insured  on such
policies.  Echelon  shall pay  twenty  percent  (20%) of all  premiums  for such
insurance policies.






         IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
1 to the Agreement as of the day and year first above written.





                                   POINT WEST CAPITAL CORPORATION



                                    /s/Alan B. Perper
                                    -----------------------------
                                    Alan B. Perper




                                   The Echelon Group of Companies, LLC


                                    /s/John Ward Rotter
                                    -----------------------------
                                    John Ward Rotter