0001002813-02-000010 Sample Contracts

THIRD AMENDED AND RESTATED SUPPLEMENT TO TRUST AGREEMENT FOR REVOLVING SERIES 1998-1
Supplement to Trust Agreement • April 2nd, 2002 • Point West Capital Corp • Finance services • New York

THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Second Amended and Restated Supplement to Trust Agreement for Revolving Series 1998-1, dated as of September 15, 1999 (amending and restating the original Supplement to Trust Agreement for Revolving Series 1998-1, dated as of August 1, 1998), among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certific

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POINT WEST CAPITAL CORPORATION Incentive Stock Option Agreement
Incentive Stock Option Agreement • April 2nd, 2002 • Point West Capital Corp • Finance services • Delaware

INCENTIVE STOCK OPTION AGREEMENT, dated as of April 26, 2001 (this "Agreement"), between ___________________________ ("Optionee") and Point West Capital Corporation, a Delaware corporation (the "Company").

AMENDED AND RESTATED SUPPLEMENT TO TRUST AGREEMENT FOR TERM SERIES 1999-1
Supplement to Trust Agreement • April 2nd, 2002 • Point West Capital Corp • Finance services • New York

THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Supplement to Trust Agreement for Term Series 1999-1, dated as of September 15, 1999, among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned t

AMENDMENT TO PURCHASE AGREEMENT
To Purchase Agreement • April 2nd, 2002 • Point West Capital Corp • Finance services

This AMENDMENT TO THE PURCHASE AGREEMENT (this "Agreement"), dated as of March 26, 2002, is by and among Point West Capital Corporation, a Delaware corporation (the "Seller") and Kildare Capital, Inc., a California corporation ("Purchaser"), regarding the sale and purchase of one hundred percent (100%) of the equity ownership of Point West Securities, LLC, a Delaware limited liability company (the "Company").

TRUST AGREEMENT among ALLEGIANCE FUNDING CORP. I (the "Depositor") MANUFACTURERS AND TRADERS TRUST COMPANY (the "Trustee") and POINT WEST CAPITAL CORPORATION (the "Servicer")
Trust Agreement • April 2nd, 2002 • Point West Capital Corp • Finance services • New York

This TRUST AGREEMENT (this "Agreement"), dated as of August 1, 1998, is entered into among Allegiance Funding Corp. I, a Delaware corporation (the "Depositor"), Manufacturers and Traders Trust Company, a New York banking corporation, as trustee (the "Trustee"), and Point West Capital Corporation, a Delaware corporation, as servicer (the "Servicer").

THIRD AMENDED & RESTATED AMENDMENT AND WAIVER AGREEMENT
Servicing Agreement • April 2nd, 2002 • Point West Capital Corp • Finance services • New York

THIS THIRD AMENDED & RESTATED AMENDMENT AND WAIVER AGREEMENT, dated as of November 15, 2001 (this "Agreement"), is among ALLEGIANCE FUNDING I, LLC (the "Depositor"), MANUFACTURERS AND TRADERS TRUST COMPANY (the "Trustee"), and POINT WEST CAPITAL CORPORATION (the "Servicer") and is consented to by the Certificateholders named on the signature pages hereto.

LOAN ACQUISITION AGREEMENT between ALLEGIANCE CAPITAL, LLC ("Company") and ALLEGIANCE FUNDING CORP. I ("Depositor")
Loan Acquisition Agreement • April 2nd, 2002 • Point West Capital Corp • Finance services • New York

This LOAN ACQUISITION AGREEMENT (this "Agreement"), dated as of August 1, 1998, is entered into between Allegiance Capital, LLC, a Delaware limited liability company (the "Company"), and Allegiance Funding Corp. I, a Delaware corporation (the "Depositor").

PURCHASE AGREEMENT
Purchase Agreement • April 2nd, 2002 • Point West Capital Corp • Finance services • Delaware

This PURCHASE AGREEMENT (this "Agreement"), dated as of December 31, 2001, is by and among Point West Capital Corporation, a Delaware corporation (the "Seller"), Kildare Capital, Inc., a California corporation ("Purchaser"), and BROKER DEALER MARKET, INC., a Florida corporation ("Escrow Agent"), regarding the sale and purchase of one hundred percent (100%) of the equity ownership of Point West Securities, LLC, a Delaware limited liability company (the "Company").

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