ADMINISTRATION SERVICES AGREEMENT


          WHEREAS, South Texas Bankers Life Insurance Company Agency, Inc.
     ("Agency") is the holder of Permit #937 issued by the Texas Department of
     Banking as a seller of preneed contracts; and

          WHEREAS, South Texas Bankers Life Insurance Company ("STB") is a
     Texas domiciled life insurance company that has acted as a life insurance
     depository to fund preneed contracts issued by Agency; and

          WHEREAS, together they have administered the preneed contracts of
     Agency in respect to the business needs and applicable regulations
     affecting the preneed contracts issued by Agency; and

          WHEREAS, American Capitol Insurance Company ("American Capitol") has
     entered into an agreement with World Service Life Insurance Company of
     America ("World Service"), the parent of STB, to administer World
     Service's insurance policies which will include STB's insurance polices
     when the same are reinsured and assumed by World Service which STB and
     World Service expect to accomplish in due course; and

          WHEREAS, in the interim, STB has arranged for American Capitol  to
     administer the insurance policies in force in STB; and

          WHEREAS, American Capitol, acting as Agency's agent, is willing to
     provide administration services to Agency in respect to the preneed
     contracts; and

          WHEREAS, as a result of American Capitol's assumption of the role of
     administrator as herein provided, STB's obligations to Agency shall
     terminate;

          NOW, THEREFORE, American Capitol, hereinafter referred to as
     "Administrator," and Agency, referred to as "Client," agree as follows:

     Administrator and Client acknowledge and confirm that the preneed
     contracts that are the subject of this administration agreement were
     issued or assumed by Client and funded by insurance policies issued by
     STB; that STB's insurance policies are to be assumed by its parent, World
     Service, subject to approval of the Texas Department of Insurance; that
     American Capitol and World Service have entered into an Administrative and
     Data Processing Agreement (the "World Service Administration Agreement")
     providing for American Capitol to provide services therein set forth in
     respect to World Service's insurance policies; that the STB policies, when
     the assumption by World Service is consummated, will become a part of the
     World Service insurance policies that are the subject of the World Service
     Administration Agreement; that STB and American Capitol intend to enter
     into an "interim" administration agreement similar to the World Service
     Administration Agreement pending the consummation of the assumption by
     World Service of the STB insurance policies; and that this agreement, when
     signed by STB, will also signify that Administrator, as administrator for
     STB's insurance policies, is acting for STB in its role as the issuer of
     the subject insurance policies until such policies are assumed by World
     Service, when Administrator will be acting for World Service in its role
     as issuer of the subject (formerly STB's) insurance policies.
                          
                          Page 1 of 7 (including Exhibit A)
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     During the term of this agreement ("Agreement"), Administrator will
     perform for Client in respect to Client's preneed contracts administration
     services hereinafter designated in this Agreement and Exhibit A attached
     hereto and made a part hereof for all purposes.  The preneed contracts
     that are the subject of this Agreement consist of the preneed contracts
     issued by Agency as a result of marketing same directly to the public as
     well as preneed contracts issued or assumed by Agency in respect to
     conversions whereby preneed contracts funded by trust funds were converted
     to funding by insurance policies issued by STB.

     Client shall designate the person or persons to whom Administrator will
     report.  Client will keep Administrator informed of its corporate policy
     or changes in policy to enable Administrator to carry out the subject
     services for Client in an efficient manner.  Client shall appoint one or
     more of Administrator's officers as its attorney-in-fact to act for Client
     in performing routine functions in the course of providing to Client the
     administration services  as called for by this Agreement.  At any time
     during the term of this Agreement, Administrator may enter into a
     consulting agreement with one or more employees of Client to provide
     consulting services to Administrator regarding the subject administration
     services, and Administrator shall be solely responsible for fees relating
     thereto.

     Administrator shall safeguard all data and information relating to
     Client's business to the same extent that Administrator safeguards
     comparable data and information relating to its own business; provided,
     however, if such data or information is available to the general public,
     is known by or is in the possession of Administrator prior to the date of
     this Agreement, or is known by or is in the possession of Administrator
     prior to actual receipt by Administrator of such information or data from
     Client or is rightfully obtained from third parties, Administrator shall
     bear no responsibility for its disclosure, inadvertently or otherwise.

     Client agrees that all systems, including data processing programs, discs,
     tapes, documentations, manuals, specifications, ideas,  applications,
     routines, formulas, and techniques relating to the subject services
     furnished, owned, licensed or developed by Administrator shall and may be
     used by Administrator during the term of this Agreement and at any time
     thereafter and shall be and remain the sole property of Administrator.

     Administrator acknowledges that the subject preneed contracts, related
     documents and data have been transferred to Administrator to be used in
     connection with the performance by Administrator of its responsibilities
     hereunder.  Administrator has not verified, and is not responsible for,
     the completeness or the correctness of the data furnished as a part of the
     preneed contracts, and will be entitled to rely upon the data as
     furnished, and will use commercially reasonable efforts to make such
     corrections and additions as may be called for in the course of
     administration.  Administrator shall not be liable for, and Client shall
     hold harmless from and indemnify Administrator for, all costs, claims and
     actions (including reasonable costs of investigations accounting  and
     attorneys fees) based on or arising out of Client's obligations pursuant
     to the preneed contracts, except that Administrator shall be responsible
     for commercially reasonable performance of its administration duties set
     forth in this Agreement.


                          Page 2 of 7 (including Exhibit A)
<PAGE>

     Administrator and Client hereby agree that the fees and expense
     reimbursements provided for in the administrative agreement between World
     Service and American Capitol referred to above, and incorporated herein by
     reference for all purposes, include the fees and expense reimbursements to
     which Administrator is entitled for its services hereunder, except to the
     extent explicitly identified and set forth herein.

     In the event of termination of this Agreement, Administrator may, at its
     option, retain any property, including the preneed contracts, related
     documents and data in its possession that belongs to Client until all sums
     due Administrator pursuant to this Agreement are paid, including such
     additional charges as may be determined by Administrator and Client to be
     reasonable and necessary to effect an orderly termination of the work and
     services then being performed by Administrator and to assure and protect
     the orderly and timely perpetuation of the Client's business as affected
     by such work and services.  Upon termination of this Agreement, Client
     shall instruct Administrator in writing as to the disposition of all such
     property or data within ninety (90) days.

     Administrator shall use due care and diligence in performing the work and
     services to be performed hereunder and agrees that it will correct any
     errors which are caused solely by Administrator, its authorized agents,
     employees, programs, or data processing equipment and machines, and its
     liability for such errors shall be limited to the correction of same
     within a reasonable time as full compensation for any and all damages
     which may result from such error or errors and in any event, the liability
     of Administrator to Client or any other party for any and all losses or
     damages directly or indirectly arising out of this Agreement or the
     performance hereof, shall not exceed the performance of the particular
     task which gives rise to such loss or damages and such amount shall
     constitute an agreed amount of liquidated damages for such losses and
     damages.  The parties acknowledge and agree that Administrator does not
     assume, and shall not ever have, any liability on account of or in respect
     to Agency's obligations based on or associated with the preneed contracts
     that are the subject of this administration services agreement, and that
     Administrator's relationship and responsibility in respect to such preneed
     contracts is solely that of an agent for Client performing administration
     services as herein provided.  Client agrees to indemnify Administrator
     for, and hold Administrator harmless from, any and all costs or expenses
     incurred by Administrator as a result of any claim or litigation seeking
     to hold Administrator liable for any of Client's obligations based on or
     associated with the preneed contracts.

     Client warrants that it is duly authorized to enter into this Agreement
     and that Administrator has in no way caused or induced Client to breach
     any contracted obligation.

     This Agreement and the exhibit attached hereto or referred to herein and
     made a part hereof constitute the entire agreement of the parties on the
     subject of policy administration and data processing services.  Any
     modifications or amendments must be in writing signed by both parties.

     The parties hereto expressly agree that each  will comply with all
     applicable federal, state and local laws, the violation of which may
     adversely affect the performance of this Agreement.
     
                          Page 3 of 7 (including Exhibit A)

<PAGE>
     
     Client agrees that in the event of default in any of the covenants or
     agreements contained herein or in payment of the charges provided herein
     and in the exhibit attached hereto or made a part hereof, that it will pay
     all costs and expenses of enforcement or collection, including reasonable
     attorney's fees, which may arise or accrue.

     This Agreement may not be terminated by either party during the existence
     of that certain Reinsurance Agreement between American Capitol and World
     Service, and shall automatically terminate when said Reinsurance Agreement
     terminates, unless the parties agree otherwise in writing.

     This Agreement is effective as of June 1, 1996.

     This Agreement shall inure to the benefit of and be binding upon the
     parties hereto, their successors and legal representatives, and shall not
     be assigned by either party without the prior written consent of the other
     party.

     This Agreement shall be construed under the Laws of the State of Texas and
     should any portion be invalid or unenforceable, for any reason, it shall
     not affect the remainder of this Agreement which shall be valid and
     binding.  This Agreement is executed and delivered by the parties in
     Harris County, Texas, to be performed in Harris County, Texas.

          IN WITNESS WHEREOF, the parties have caused this Agreement to be
     signed and delivered by its duly authorized officers.

     South Texas Bankers Insurance Agency, Inc.

     By: /s/Jack G. Heffington
          President

     American Capitol Insurance Company

     By: /s/John D. Cornett
          President

     South Texas Bankers Life Insurance Company

     By: /s/Jack G. Heffington
          President















                          Page 4 of 9 (including Exhibit A)

  <PAGE>
                                MANAGEMENT


     The Client's responsibility shall be:

     1.  To provide from its Board of Directors or an Officer instructions
     regarding its corporate policy, products, growth and general operations of
     the Company and such other instructions as are called for herein.  To
     select one or more officers of the Client to whom the Administrator is to
     report and from whom the Administrator is to receive instructions.  To
     designate and appoint not less than two officers of Administrator to act
     as Client's attorney-in-fact to perform in Client's place and stead the
     routine transactions, such as contract issuance and claims payments and
     such other functions as the parties may deem appropriate.

     2.  To provide financial interface and receive the financial reports from
     Administrator.

     3.  In the event Client resumes marketing, to provide marketing interface
     and receive the marketing reports from Administrator.

     The Administrator's responsibilities shall be:

     1.  To perform the subject services in keeping with corporate policy of
     the Client as communicated by the Client to Administrator.

     2.  To provide information relating to the subject contracts sufficient to
     enable Client to complete requirements of the Texas Department of Banking.

                                      MARKETING

     The Client's responsibility shall be:

     To select the products, marketing systems, brochures, agents' training and
     instruction, commissions and other agent compensation, and personnel to
     operate the marketing efforts of the Client.  The Client is solely
     responsible for recruiting, training, assisting, monitoring, supervising,
     terminating (if called for) and the market conduct of the Client's agents.

     The Administrator's responsibility shall be:  None.

                                        ISSUE

     The Client's responsibility shall be:

     To set standards and guidelines as conditions for issuance of new
     contracts.

     The Administrator's responsibility shall be:

     To issue new contracts consistent with the standards and guidelines
     provided by Client.

                                 CONTRACT MAINTENANCE

     The Client's Responsibilities shall be:

                            Page 5 of 7 (including Exhibit A)

<PAGE>
     To inform Administrator of its policies and guidelines respecting routine
     contract maintenance.  To issue instructions to Administrator in respect
     to contract maintenance matters that are other than routine or in respect
     to which Administrator requests instructions.  To inform Administrator of
     all communication received from contract purchasers and service providers
     when such communication is not received directly by Administrator.

     The Administrator's Responsibility shall be:

     To answer and process all inquiries received, including cancellations and 
     contract changes, in keeping with Client's guidelines.

                                 BILLING/COLLECTION

     The Client's responsibility shall be:  To inform Administrator of its
     policies and guidelines respecting billing and collection.  To remit to
     Administrator promptly any payments in respect to the subject preneed
     contracts received by the Client.  Client specifically authorizes
     Administrator to bill the preneed contract owners (i.e., customers)
     directly, in the form of premium notices (in its role as administrator of
     the subject insurance policies for STB or World Service, as the case may
     be), and to apply payments made by customers directly as premium credits
     on the relevant policies that have been purchased to fund the subject
     preneed contracts, to avoid the duplicative process of first billing and
     collecting payments on the preneed contracts by Administrator on behalf of
     Client and the payment by Administrator on behalf of Client to STB or
     World Service, as the case may be, the insurer, of the collected amounts
     as premiums on the subject policies.

     The Administrator's responsibilities shall be:

     To bill in accordance with this Agreement and Client's policies and
     guidelines.

                                    CLAIMS

     The Client's responsibility shall be:  To inform Administrator of its
     policies and guidelines respecting claims handling.  To remit to
     Administrator promptly any claims in respect to the subject preneed
     contracts received by the Client.  Client specifically authorizes
     Administrator to arrange to have payment of claims made directly by STB or
     World Service, as the case may be, instead of requiring Administrator, on
     behalf of Client, to apply itself as administrator on behalf of STB or
     World Service, as the case may be, as insurer, for the insurance policy
     proceeds and then, in turn, paying same to the recipient of the preneed
     contract benefit.

     The Administrator's responsibilities shall be:

     To pay claims in accordance with this Agreement and Client's policies and
     guidelines.

               ACCOUNTING, TAXES, REPORTING AND REGULATORY COMPLIANCE

     The Client's responsibility shall be:

     To inform Administrator of the Officer to whom Administrator is to report
     and to inform Administrator of any specific format required to interface
     
                          Page 6 of 7 (including Exhibit A)   
    <PAGE>           
               
     with Company in respect to accounting procedures, taxes and tax reporting,
     financial reporting and regulatory compliance.  Client shall be solely
     responsible for its accounting functions, taxes and tax reporting,
     financial reporting and regulatory compliance.

     The Administrator's responsibility shall be:

     To provide sufficient contract data and information to Client to enable
     client to record all accounting entries on Client's books to properly
     account for all transactions implemented by Administrator in respect to
     the subject contracts.  To make contract data and information relating to
     Client's business available to examiners acting for the Texas Banking
     Department in the performance of regulatory examinations of Client.

                            [Signatures appear on page 4]
































                          Page 7 of 7 (including Exhibit A)