<PAGE>



                                                                 EXHIBIT (10)(I)
                                    AGREEMENT

         THIS AGREEMENT  (this  "Agreement")  is made and entered into as of the
_____ day of March,  2002 by and between LIFE  INVESTMENT  FUNDING  ENTERPRISES,
INC., a Nevada  corporation (the "Company") and RESOURCE FUNDING GROUP,  INC., a
Georgia corporation ("RFG").

                                   WITNESSETH:

         WHEREAS,  the  Company  is in the  business  of  purchasing  issued and
outstanding  life insurance  policies and/or  beneficial  interests in such life
insurance policies at a discount,  i.e.,  viatical  settlements,  non-conforming
life settlements, senior settlements and similar transactions ("Viaticals"); and

         WHEREAS, RFG is a Viatical Settlement Company duly registered in the
State of Texas; and

         WHEREAS,  the  Company,  subject  to the terms and  provisions  of this
Agreement,  wishes to engage RFG as its exclusive source for obtaining Viaticals
to be  purchased  by the  Company  and RFG has  agreed to act as such  exclusive
source of Viaticals for the Company on the terms and conditions  hereinafter set
forth; and

         WHEREAS,  the Company wishes to engage RFG as its  non-exclusive  sales
agent for  Viaticals to be sold by the Company and RFG has agreed to act as such
non-exclusive  sales  agent  of  Viaticals  for the  Company  on the  terms  and
conditions hereinafter set forth.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants and  agreements of the parties  herein  contained,  the parties hereto
agree as follows:

         1.  RECITALS.   The  above  recitals  are  true  and  correct  and  are
incorporated by reference herein.

         2.  ENGAGEMENT.  The Company has and does hereby hire and engage RFG as
its exclusive source for Viaticals to be purchased and/or sold from time to time
by the Company and RFG hereby accepts such engagement.

         3.  TERM.  The term of this  Agreement  shall be for five (5) years and
shall commence on the date of the first  Viatical  purchase which is consummated
under the auspices of this Agreement between the Company and Resource and end on
a date  which  is five  years  from  the date of the  first  Viatical  purchase.
Thereafter,  this Agreement  shall be extended  automatically  on a year to year
basis unless terminated as provided for herein.

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<PAGE>


         4.  COMPENSATION  TO RFG. In  connection  with the purchase and sale of
Viaticals by the Company utilizing the services of RFG under this Agreement, the
Company shall pay to RFG the following compensation:

         4.1 UPON  PURCHASE OF  VIATICALS.  The  Company  shall pay RFG for each
Viatical  purchased by the Company hereunder a market rate acquisition fee equal
to a maximum of nine percent (9%) of the face amount  (benefit  payable upon the
death of the insured) of each  Viatical  purchased by the Company,  as such face
amount  exists on the date of delivery of a Viatical by RFG to the Company,  and
depending  on and taking into  account  the nature,  status and type of Viatical
being purchased by the Company through RFG.

         4.2 UPON SALE OF A VIATICAL. Upon the sale of a Viatical by the Company
utilizing the services of RFG, the Company shall pay to RFG a sales fee equal to
two  percent  (2%) of the face  amount  (benefit  payable  upon the death of the
insured) of each Viatical sold by the Company  utilizing the services of RFG, as
such face amount  exists on the date of delivery of a Viatical by the Company to
RFG (or to persons or entities designated by RFG).

         4.3  ADJUSTMENTS  TO  ACQUISITION  AND SALES FEES.  The Company and RFG
acknowledge  that the  acquisition and sales fees provided in this Section 4 are
(a)  commercially  reasonable and (b) fairly relate to fees and charges possibly
obtainable  by the Company in the  marketplace  from sources other than RFG. If,
during  the  initial  term  and any  renewal  term of  this  Agreement,  such is
determined  by the  Company  acting in good  faith not to be the case,  then the
Company  and RFG agree to conduct  good faith  negotiations  in order to provide
appropriate  adjustments  to such fees. If such good faith  negotiations  do not
result in agreement as to any fee adjustment  perceived by the Company or RFG as
necessary,  then the  Company  or RFG,  as the case may be,  may  institute  the
arbitration procedures provided for in Sections 5.2 and 6 of this Agreement.  In
no event,  however,  will the acquisition and sales fees be reduced to an amount
less than three percent (3%) and one percent (1%), respectively.

         5. RFG'S FAILURE TO PERFORM.

         5.1  RFG  (as a  result  of the  efforts  of its  board  of  directors,
officers,  employees and agents) shall at all times  faithfully,  industriously,
and to the best of its ability perform all services required of RFG hereunder in
order to effective  provide  Viaticals  to the Company and to sell  Viaticals on
behalf of the Company.

         5.2 If the Company shall come to reasonably believe RFG is in breach of
this Agreement,  including, without limitation,  believing on a reasonable basis
that, among other things,  that RFG is incapable of providing an adequate supply
of  Viaticals to the  Company,  or the fees  provided in Section 4 are no longer
commercially  reasonable,  then the Company shall provide written notice of such
breach to RFG. Such written notice shall specify in reasonable  detail the basis
for the  determination  by the  Company  that such  breach has  occurred  and is
continuing.  If RFG shall not  dispute  the  Company's  basis  that  breach  has


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<PAGE>

occurred and is continuing,  it shall  immediately  commence  action to cure the
breach and shall have thirty  (30) days from  receipt of such notice in which to
cure the breach or if the breach may not be cured  within  said  thirty (30) day
period,  then if RFG shall  have  immediately  commenced  to cure the breach and
actively  pursued such cure, RFG shall have a reasonable  time after such thirty
(30) day period has elapsed in which to cure such  breach.  If, upon  receipt of
such notice, RFG shall dispute the Company's basis for determining that a breach
has occurred and is continuing,  it shall send an  Arbitration  Demand Notice to
the Company and the issue of the occurrence  and  continuance of a breach on the
part of RFG shall be submitted to binding  arbitration  pursuant to Section 15.7
hereof.  During the  pendency  of the  arbitration  and a final  decision by the
arbitrators hearing the matter (and any appeal of such decision), this Agreement
shall remain in full force and effect  except as this  Agreement may be modified
by any interim order of the arbitrators. In their final decision the arbitrators
shall  determine  (a)  whether a breach on the part of RFG has  occurred  and is
continuing  and  whether  such  breach  constitutes  a  material  breach of this
Agreement  by RFG;  (b) the  monetary  damages  to which the  Company or RFG are
entitled,  if any;  and (c) whether this  Agreement  shall (i) continue in force
pursuant to its then current  provisions  for the  duration of this  Agreement's
then current term,  (ii) be continued  with  modified  terms for the duration of
this  Agreement's then current term or (iii) be terminated on the date specified
by the arbitrators in their final decision.

         6.  COMPANY'S  FAILURE  TO  PERFORM.  If RFG shall  come to  reasonably
believe that the Company is in breach of this  Agreement on a continuing  basis,
including,  without  limitation,  believing on a  reasonable  basis that (a) the
Company is refusing to purchase Viaticals offered to the Company by RFG, (b) the
Company is violating the  exclusivity  provisions of this Agreement  relating to
the  purchase of  Viaticals,  and/or (c) the Company is refusing to pay when due
the compensation due RFG pursuant to Section 4 of this Agreement, then RFG shall
provide written notice of such breach to the Company.  Such written notice shall
specify in reasonable  detail the basis for the  determination  by RFG that such
breach has  occurred  and is  continuing.  If the Company  shall not dispute the
allegations of breach it shall  immediately  commence  action to cure the breach
and shall have thirty (30) days from receipt of such notice in which to cure the
breach or if the breach may not be cured within said thirty (30) day period then
if the Company shall have immediately  commenced to cure the breach and actively
pursued such cure,  the Company  shall have a reasonable  time after such thirty
(30) day period has elapsed in which to cure such  breach.  If, upon  receipt of
such notice,  the Company shall dispute  RFG's  determination  that a breach has
occurred and is continuing,  it shall send an  Arbitration  Demand Notice to RFG
and the issue of the  occurrence  and  continuance  of breach on the part of the
Company  shall be  submitted  to binding  arbitration  pursuant to Section  15.7
hereof.  During the  pendency  of the  arbitration  and a final  decision by the


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<PAGE>

arbitrators hearing the matter (and any appeal of such decision), this Agreement
shall remain in full force and effect  except as this  Agreement may be modified
by any interim order of the arbitrators. In their final decision the arbitrators
shall  determine (a) whether  breach on the part of the Company has occurred and
is  continuing  and whether such breach  constitutes  a material  breach of this
Agreement by the Company;  (b) the monetary  damages to which the Company or RFG
are entitled, if any; and (c) whether this Agreement shall (i) continue in force
pursuant to its then current  provisions  for the  duration of this  Agreement's
then current term,  (ii) be continued with modified  provisions for the duration
of this  Agreement's  then  current  term or  (iii)  be  terminated  on the date
specified by the arbitrators in their final decision.







                                       4
<PAGE>

         7. COMPANY'S CONFIDENTIAL INFORMATION.

         7.1  CONFIDENTIAL  INFORMATION.  In  connection  with the  providing of
services hereunder,  the Company may provide RFG with information concerning the
Company which the Company deems confidential (the  "Confidential  Information").
RFG understands and agrees that any Confidential  Information disclosed pursuant
to this  Agreement  are trade  secrets,  proprietary  and of great  value to the
Company,  which value may be impaired if the secrecy of such  information is not
maintained.  RFG further  agrees that it will take  appropriate  and  reasonable
security  measures  to preserve  and  protect  the secrecy of such  Confidential
Information,  and will hold All Confidential  Information in confidence and will
not disclose such Confidential  Information,  either directly or indirectly,  to
any person or entity during the term of this  Agreement or any time allowing the
expiration or termination hereof;  provided,  however, that RFG may disclose the
Confidential  Information to an employee to whom disclosure is necessary for the
providing of services under this Agreement.

         7.2 EXCLUSIONS.  For purposes of this Section 7, the term  Confidential
Information shall not include  information which (a) becomes generally available
to the public  other than as a result of a  disclosure  by RFG or its  officers,
directors,  agents or advisors,  or (b) becomes available on a  non-confidential
basis to RFG from a source other than the Company or its advisors, provided that
such source is not known to RFG to be bound by a confidentiality  agreement with
or other obligation of secrecy of the Company or another party.

         7.3 BINDING ORDER.  Any  provisions of this Agreement  notwithstanding,
RFG shall not be precluded from disclosing any of the  Confidential  Information
pursuant  to a valid  order  of any  governmental  or  regulatory  authority  or
pursuant to the order of any court or arbitrator having jurisdiction over RFG.

         7.4  INJUNCTIVE  RELIEF.  RFG agrees  that,  since a violation  of this
Section 7 would cause irreparable injury to the Company,  and that there may not
be an adequate  remedy at law for such  violation,  the  Company  shall have the
right in addition to any other  remedies  available  at law or in equity to seek
and obtain from a court of competent  jurisdiction an order or orders  enjoining
RFG from violating the provisions of this Section 7. The parties agree that only
a minimum bond shall be required if such court should require posting of bond as
a condition for such order or orders.

         8. RFG'S CONFIDENTIAL INFORMATION.

         8.1  CONFIDENTIAL  INFORMATION.  In  connection  with the  providing of
services hereunder,  RFG may provide the Company with information concerning RFG
which RFG deems  confidential  (the  "Confidential  Information").  The  Company
understands and agrees that any Confidential  Information  disclosed pursuant to
this Agreement are trade secrets,  proprietary  and of great value to RFG, which
value may be impaired if the secrecy of such information is not maintained.  The


                                       5
<PAGE>

Company  further agrees that it will take  appropriate  and reasonable  security
measures to preserve and protect the secrecy of such  Confidential  Information,
and will hold all  Confidential  Information in confidence and will not disclose
such Confidential  Information,  either directly or indirectly, to any person or
entity during the term of this  Agreement or any time allowing the expiration or
termination  hereof;  provided,  however,  that the  Company  may  disclose  the
Confidential  Information to an employee to whom disclosure is necessary for the
providing of services under this Agreement.

         8.2 EXCLUSIONS.  For purposes of this Section 7, the term  Confidential
Information shall not include  information which (a) becomes generally available
to the  public  other  than as a result of a  disclosure  by the  Company or its
officers,  directors,  agents  or  advisors,  or  (b)  becomes  available  on  a
non-confidential  basis to the Company  from a source  other than the Company or
its advisors,  provided that such source is not known to the Company to be bound
by a  confidentiality  agreement  with or other  obligation of secrecy of RFG or
another party.

         8.3 BINDING ORDER.  Any  provisions of this Agreement  notwithstanding,
the Company  shall not be  precluded  from  disclosing  any of the  Confidential
Information  pursuant  to a  valid  order  of  any  governmental  or  regulatory
authority  or  pursuant  to  the  order  of  any  court  or  arbitrator   having
jurisdiction over the Company.

         8.4 INJUNCTIVE  RELIEF.  The Company agrees that,  since a violation of
this Section 8 would cause irreparable  injury to RFG, and that there may not be
an  adequate  remedy  at law for such  violation,  RFG  shall  have the right in
addition to any other remedies  available at law or in equity to seek and obtain
from a court of competent  jurisdiction an order or orders enjoining the Company
from  violating the  provisions of this Section 8. The parties agree that only a
minimum bond shall be required if such court should require posting of bond as a
condition for such order or orders.

         9.  REPRESENTATIONS  AND WARRANTIES OF THE COMPANY.  The Company hereby
represents and warrants to RFG as follows:

         9.1  EXISTENCE  AND  AUTHORITY.  The  Company  is a  corporation  fully
organized and validly existing in good standing under the laws of Nevada and has
full power and  authority  to own its  property,  carry on its business as being
conducted,  and to enter into and perform its obligations  under this Agreement.
The Company is duly qualified as a corporation in any  jurisdiction  in which it
is  necessary  to be so  qualified  to  transact  business  as such  business is
currently  conducted.  This Agreement has been duly  authorized by all necessary
corporate and other  action,  and has been duly  executed,  and delivered by the
Company, and constitutes the legal, valid and binding obligation of the Company,
enforceable  against  the  Company  in  accordance  with its  terms  subject  to
applicable bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws relating to or affecting  the rights of creditors  generally and to general
principals of equity.

                                       6
<PAGE>

         9.2  AUTHORIZATION OF AGREEMENT.  The Company has taken all actions and
obtained all consents or approvals  necessary to authorize it to enter into this
Agreement.

         9.3 NO VIOLATION.  The execution or delivery of this  Agreement and the
performance  by the Company of its  obligations  under this  Agreement  will not
conflict with, violate, constitute a breach of or a default (with the passage of
time or  otherwise)  under the charter or bylaws of the Company or any agreement
or other binding authority to which the Company is bound.

         10.  REPRESENTATIONS  AND WARRANTIES OF RFG. RFG hereby  represents and
warrants to the Company that as of the date hereof:

         10.1 EXISTENCE AND AUTHORITY.  RFG is a corporation fully organized and
validly  existing in good standing  under the laws of Georgia and has full power
and authority to own its property, carry on its business as being conducted, and
to enter into and  perform its  obligations  under this  Agreement.  RFG is duly
qualified as a corporation in any jurisdiction in which it is necessary to be so
qualified to transact  business as such  business is currently  conducted.  This
Agreement has been duly authorized by all necessary  corporate and other action,
and has been duly  executed,  and delivered by RFG, and  constitutes  the legal,
valid and binding obligation of RFG,  enforceable against RFG in accordance with
its  terms  subject  to  applicable  bankruptcy,   insolvency,   reorganization,
moratorium  or other  similar  laws  relating  to or  affecting  the  rights  of
creditors generally and to general principals of equity.

         10.2 AUTHORIZATION OF AGREEMENT. RFG has taken all actions and obtained
all  consents  or  approvals  necessary  to  authorize  it to  enter  into  this
Agreement.

         10.3 NO VIOLATION.  The execution or delivery of this Agreement and the
performance  by RFG of its  obligations  under this  Agreement will not conflict
with, violate,  constitute a breach of or a default (with the passage of time or
otherwise)  under the charter or bylaws of RFG or any agreement or other binding
authority to which RFG is bound.

         10.4 REQUISITE LICENSES AND PERMITS.  There are presently issued and in
force with respect to RFG all requisite licenses and permits which are necessary
in order for RFG to perform its obligations under this Agreement, which licenses
and  permits  have been issued by any  governmental  or other  authority  having
jurisdiction over RFG and its business activities.

         11.  SUPPLYING  INFORMATION.  RFG shall  cooperate  with the Company in
supplying  such  information  as may be  reasonably  necessary  in order for the
Company to conduct its  business  and to prepare and file on a timely  basis any
informational or other reports with any regulatory or quasi-regulatory authority
having jurisdiction over the Company,  including,  without limitation, any stock
exchange.

         12. INDEPENDENT CONTRACTOR.  RFG acknowledges that it is an independent
contractor  hereunder.  Accordingly,  RFG  shall be solely  responsible  for all
federal,  state and local income  taxes,  unemployment  taxes,  Social  Security
contributions,  Worker's  Compensation  premiums,  and  all  similar  taxes  and


                                       7
<PAGE>

payments  concerning  RFG and/or any employees of RFG. The Company shall (a) not
be  required  to  withhold  any of such taxes or  payments  from sums to be paid
hereunder  to RFG, and (b) not be liable for the payment of same to any federal,
state or municipal government or agency. The Company shall not be liable for any
injury or damage to any person or  property  whatsoever  by reason of, or in any
manner growing out of, any of RFG's acts or failure to act hereunder.







                                       8
<PAGE>


         13.      INDEMNIFICATION.

         13.1 The  Company  shall  indemnify  RFG from and  against  any and all
expenses  (including  reasonable  attorneys' fees),  judgments,  fines,  claims,
causes of action,  liabilities  and other amounts paid (whether in settlement or
otherwise  actually  and  reasonably  incurred) by RFG in  connection  with such
action,  suit or  proceeding  if (a) RFG is made a party to any action,  suit or
proceeding  by reason  of the fact  that RFG  rendered  advice  or  services  or
otherwise  engaged in conduct or action  pursuant to this  Agreement and (b) RFG
acted in good faith and in a manner  reasonably  believed by RFG to be in or not
opposed to the  interests  of the  Company,  and,  with  respect to any criminal
action or  proceeding,  had no  reasonable  cause to  believe  its  conduct  was
unlawful. The termination of any action, suit or proceeding by judgment,  order,
settlement or conviction shall not, of itself, create a presumption that RFG did
not act in good faith and in a manner in or not opposed to the best interests of
the  Company,  and,  with  respect to any  criminal  action or  proceeding,  had
reasonable cause to believe that its conduct was unlawful.  Notwithstanding  the
forgoing,  the Company  shall not be obligated to indemnify  RFG with respect to
any claim, issue or matter as to which RFG shall have been adjudged to be liable
for gross  negligence  or willful  misconduct in the  performance  of its duties
under this Agreement  unless and only to the extent that the court in which such
action or suit was brought shall determine upon  application  that,  despite the
adjudication of liability,  but in view of all the  circumstances of the matter,
RFG is fairly and reasonably  entitled to indemnity for such expenses which such
court shall deem proper.

         13.2 RFG shall  indemnify  the  Company  from and  against  any and all
expenses  (including  reasonable  attorneys' fees),  judgments,  fines,  claims,
causes of action,  liabilities  and other amounts paid (whether in settlement or
otherwise  actually and reasonably  incurred) by the Company in connection  with
such action,  suit or proceeding if (a) RFG is made a party to any action,  suit
or proceeding by reason of the fact that the Company rendered advice or services
or otherwise engaged in conduct or action pursuant to this Agreement and (b) the
Company acted in good faith and in a manner  reasonably  believed by the Company
to be in or not  opposed  to the  interests  of RFG,  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe its conduct
was unlawful.  The  termination  of any action,  suit or proceeding by judgment,
order,  settlement or conviction shall not, of itself, create a presumption that
the  Company  did not act in good faith and in a manner in or not opposed to the
best  interests of RFG, and, with respect to any criminal  action or proceeding,
had reasonable  cause to believe that its conduct was unlawful.  Notwithstanding
the  forgoing,  RFG shall not be obligated to indemnify the Company with respect
to any claim,  issue or matter as to which the Company  shall have been adjudged
to be liable for gross  negligence or willful  misconduct in the  performance of
its duties under this Agreement  unless and only to the extent that the court in
which such action or suit was brought shall  determine  upon  application  that,
despite the adjudication of liability,  but in view of all the  circumstances of
the matter, the Company is fairly and reasonably  entitled to indemnity for such
expenses which such court shall deem proper.

                                       9
<PAGE>

         14. NOTICE.  All notices provided by this Agreement shall be in writing
and shall be given by facsimile  transmission,  overnight courier, by registered
mail or by personal delivery, by one party to the other, addressed to such other
party at the applicable address set forth below, or to such other address as may
be given for such  purpose by such other party by notice  duly given  hereunder.
Notice shall be deemed properly given on the date of the delivery:

         To the Company:              J. Patrick Bryan, President
                                      Life Investment Funding Enterprises, Inc.
                                      1605 Main Street, Suite 1109
                                      Sarasota, Florida  34236

         With copy to:                William T. Kirtley, Esq.
                                      William T. Kirtley, P.A.
                                      1776 Ringling Boulevard
                                      Sarasota, Florida  34236

         To RFG:                       C. Douglas York, President
                                       Resource Funding Group, Inc.
                                       1605 Main Street, Suite 1109
                                       Sarasota, Florida  34236

         With copy to:                 Lawrence H. Katz, Esq.
                                       Attorney at Law
                                       341 Maitland Avenue, Suite 120
                                       Maitland, Florida  32751


         15.      MISCELLANEOUS.

         15.1 WAIVER.  Any term or provision of this  Agreement may be waived at
any time by the party  entitled to the benefit  thereof by a written  instrument
duly executed by such party.

         15.2 ENTIRE AGREEMENT. This Agreement contains the entire understanding
between the Company and RFG with  respect to the subject  matter  hereof and the
transactions  contemplated hereby. This Agreement may not be amended,  modified,
or altered  except by an instrument in writing  signed by the party against whom
such  amendment,  modification  or  alteration  is sought to be  enforced.  This
Agreement  supersedes and replaces all other agreements between the parties with
respect to any services to be performed by RFG on behalf of the Company.

         15.3 GOVERNING LAW. The Agreement shall be construed and interpreted in
accordance  with the laws of the State of Florida  except when the corporate law
of Nevada or Georgia is applicable.


                                       10
<PAGE>

         15.4     BINDING EFFECT.  This Agreement shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns.

         15.5  CONSTRUCTION.  The  captions and  headings  contained  herein are
inserted for convenient reference only, are not a part hereof and the same shall
not limit or construe the  provisions  to which they apply.  References  in this
Agreement to "Sections" are to the Sections in this Agreement,  unless otherwise
noted.

         15.6 ASSIGNMENT.  The obligations and benefits under this Agreement may
only be assigned by either party upon  obtaining the consent of the other party,
which consent shall not be unreasonably withheld.

         15.7  ARBITRATION.  Other than the injunctive  remedies provided for by
Section 8.4 hereof, any controversy, dispute or claim arising out of or relating
to this Agreement or the breach thereof shall be resolved by binding arbitration
pursuant  to the  Code  Arbitration  obtaining  from  the  American  Arbitration
Association or any successor.  The award of the Arbitration  shall be binding on
the Company and RFG subject to any statutory right of judicial review or appeal.
Judgment  may be entered  upon an award of a majority  of the  arbitrators  by a
court of competent  jurisdiction  and such award may be confirmed by such court.
Venue for Arbitration  proceeds shall be Sarasota County,  Florida.  The Company
and RFG consent that the costs of  arbitration,  attorneys' fees of the parties,
together with all other  expenses  shall be paid as provided in the  Arbitration
award.  With  respect to any  arbitrated  matter,  the  arbitration  panel shall
consist  of three (3)  members.  The  Company  and RFG  shall  each  select  one
arbitrator and the two selected arbitrators shall select the third arbitrator.

         16. JURISDICTION.  Jurisdiction over the parties and the subject matter
of this Agreement  shall be vested in the Circuit Court of the Twelfth  Judicial
Circuit in and for Sarasota County, Florida.


                                       11
<PAGE>

         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the
date and year first above written.

                                            LIFE INVESTMENT FUNDING
                                            ENTERPRISES, INC., a Nevada
                                            corporation
---------------------------------------
Witness
_______________________________________     By__________________________________
Witness Printed Name                           J. Patrick Bryan, President
---------------------------------------
Witness
---------------------------------------
Witness Printed Name

                                            RESOURCE FUNDING GROUP, INC.,
                                            a Georgia Corporation
---------------------------------------
Witness
_______________________________________     By__________________________________
Witness Printed Name                          C. Douglas York, President
---------------------------------------
Witness
---------------------------------------
Witness Printed name



                                       12


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