<PAGE>


                                                               Exhibit (10)(ii)

                         DIRECTOR COMPENSATION AGREEMENT

          THIS  AGREEMENT  dated  this  _____  day  of  February,   2002,  ("the
Agreement"),  by and through LIFE INVESTMENT  FUNDING  ENTERPRISES,  INC., ("the
Company") a Nevada  corporation,  with  principal  offices at 1605 Main  Street,
Suite 1109,  Sarasota,  Florida 34236 and  ______________________________  ("the
Director"), residing at
---------------------------------.

     1.  AGREEMENT  TO SERVE.  The  Director  agrees to serve as a member of the
Board of  Directors  for a  minimum  term of one year  upon his  appointment  or
election as a member of the Board of  Directors  of the  Company.  The  Director
understands  that the initial  term of service is for one (1) year from the time
of appointment  or election but that the Bylaws of the Company may  subsequently
provide  that the  members of the Board of  Directors  of the  Company  serve in
staggered terms. If such occurs, the Director understands and agrees that he may
be elected to a term of service which has a duration as long as three years.

     2. SERVICES.  Upon his  appointment or election as a member of the Board of
Directors  of the  Company,  the  Director  agrees  to  faithfully  fulfill  his
responsibilities  in such position and to serve on such  committees of the Board
of  Directors  as  may be  created  and  deemed  necessary,  including,  without
limitation,  an Audit Committee.  The Director  acknowledges that his serve as a
member of the Board of Directors of the Company  creates a fiduciary  obligation
on his part owing to the holders of the  Company's  outstanding  equity and debt
securities,  including,  without  limitation,  the Company's  outstanding Common
Stock and Class A and Class B Convertible  Preferred  Stock. The Director agrees
to faithfully  attend all regular and special meetings of the Board of Directors
and the shareholders of the Company as such are noticed and convened.

     3. COMPENSATION. The Director shall be entitled to receive from the Company
compensation as a result of his service as a member of the Board of Directors of
the Company. Such compensation shall be constituted by the following:

     (a)  For each meeting attended, the Director shall be entitled to receive a
          cash fee in the amount of  $____________  plus  reimbursement  for his
          reasonable travel expenses as such are expended in order to attend any
          special  or  regular   meeting  of  the  Board  of  Directors  or  any
          shareholders' meeting.



     (b)  For each 12 months of service as a member of the Board of Directors of
          the  Company,  the  Director  shall be entitled  to receive  shares of
          Common Stock of the Company  having a value of  Seventy-five  Thousand
          Dollars  ($75,000.00)  and such  entitlement  shall  exist for each 12
          month period of the first 24 month  period of director  service by the
          Director.  For  purposes  of  determining  the value of each  share of
          Common Stock at the  conclusion  of each 12 month period of service by

<PAGE>

          the  Director,  the higher of the book value per share of Common Stock
          or the mean  between  the bid and the  asked  price  of the  Company's
          Common Stock in any existing public market therefor shall be used.

     (c)  The Company and the Director  acknowledge  that the Company intends to
          implement a Stock Option Plan for the benefit of the  Company's  Board
          of  Directors,  which  Plan will  provide  options  to each  director,
          permitting each member of the Company's Board of Directors to purchase
          the  Common  Stock of the  Company at any time  during the  initial 24
          month  period of the Plan,  which  Common  Stock  shall be valued  for
          purposes  of the  option  at a price  which is 15% less  than the mean
          between  the bid and the  asked  price  of such  Common  Stock  of the
          Company, as is reflected in any public market therefor.

      4.  ACKNOWLEDGMENTS. The Director hereby acknowledges that the:

         (a)      Company's services are highly specialized;

         (b)      identity and particular  needs of the Company's  customers and
                  investors are not generally known;

         (c)      Company has a proprietary interest in its customers, investors
                  list and marketing methods and procedures and

         (d)      documents  and other  information  pertaining to the Company's
                  sales, marketing and pricing methods and/or techniques as well
                  as  information  pertaining  to the  Company's  customers  and
                  investors  including without limitation,  identity,  location,
                  service  requirements  are  highly  confidential   proprietary
                  information and constitute  trade secrets in which the Company
                  has a sole ownership interest.

     5. TRADE  SECRETS AND  CONFIDENTIAL  INFORMATION.  During his service,  the
Director may have access to, and become  familiar  with,  various  trade secrets
and/or  proprietary  information  belonging  to the Company,  including  without
limitation,  the documents and information  referred to in section 4 above.  The
Director  acknowledges  that such trade secrets and proprietary  information are
owned by and shall  continue to be owned solely by the Company.  During the term
of his service and for thirty-six (36) months after  conclusion of such service,
the Director agrees not to use,  communicate,  reveal or otherwise  divulge said
information to any person, partnership, corporation or other legal entity unless
such  Director  is  compelled  to due so by a court of proper  jurisdiction.


                                       2
<PAGE>

     6.  DOCUMENTS.  Under no  circumstance  shall the Director  remove from the
Company's premises any books, records, documents, or customer or investor lists,
or any copies of such documents,  without the Company's  prior written  consent;
nor shall Director copy in any manner said books, records,  documents,  customer
or  investor  lists  for  use  outside  of  the  Company's  office,   except  as
specifically authorized in writing by the Company.


         7.       RESTRICTIVE COVENANT. The Director agrees that:

         (a)      For a period of twenty four (24) months  after the  conclusion
                  of his service,  the Director will not, directly or indirectly
                  solicit any person, company, firm or corporation who is ow was
                  a customer or  investor  of the  Company  during the period of
                  Director's  service.  Director  agrees  not  to  solicit  such
                  customers  on behalf of  himself  or any  other  person  firm,
                  company or corporation..

         (b)      The  Director  agrees  that for a period of _______  after the
                  conclusion of his service, Director will not accept employment
                  with, or act as a consultant,  contractor,  advisor, or in any
                  other capacity for, a competitor of the Company, or enter into
                  competition  with the  Company,  either by  himself or with an
                  entity  owned or  managed  in  whole or part by the  Director,
                  within the states of _________________.  The term "competitor"
                  as used in this Agreement,  means any entity primarily engaged
                  in any business which the Company engaged in subsequent to the
                  date of this Agreement.

         (c)      The parties have  attempted to limit the right to compete only
                  to the extent  necessary  to protect the  Company  from unfair
                  competition.  The parties recognize,  however, that reasonable
                  people  may  differ  in  making  such a  determination.  Thus,
                  parties hereby agree that, if the scope or  enforceability  of
                  the  restrictive   covenant  contained  herein  is  in  anyway
                  disputed at any time,  a court or trier of fact may modify and
                  enforce  the  covenant  to the  extent  that it  believes  the
                  covenant is reasonable under the circumstances.

     8. REMEDIES.  Director  acknowledges  that: (1) compliance with Paragraph 4
through 7 herein is necessary to protect the  Company's  business and  goodwill;
(2) a breach of those  paragraphs will  irreparably and continually  harm and/or
damage the Company; and (3) an award of monetary damages will not be adequate to
remedy such harm and/or damage.

     9. WAIVER OF RIGHTS.  If, in one or more  instances,  either party fails to
insist that the other party  perform  any of the terms of this  Agreement,  such
failure shall not be construed as a waiver by such party of any past, present or
future right granted under this  Agreement,  and the obligations of both parties
under this Agreement shall continue in full force and effect.

                                       3
<PAGE>

     10.  INDEMNIFICATION.  The Company shall indemnify the Director to the full
extent  permitted  by Nevada  corporate  law and  other  applicable  law.  It is
acknowledged that the United States Securities and Exchange Commission is of the
opinion that  indemnification  of a  corporation's  directors and officers under
certain  circumstances  and  relating  to  matters  arising  under  the  Federal
securities  laws may be contrary to public policy,  as expressed in such Federal
securities  laws. The Company and the Director  acknowledge  the position of the
United  States  Securities  and Exchange  Commission  and will take  appropriate
action if issues arise with respect to such matter.

     11.  NOTICES.  All  notices,  requests,  demands  and other  communications
provided for in this  Agreement  shall be in writing and shall be deemed to have
been given when  mailed at any  general or branch  United  States  Post  Office,
enclosed in a certified  postage-paid  envelope,  return receipt requested,  and
addressed to the address of the respective party stated below or to such address
as either party may have revised by notice:

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

         To the Director:



Any and all notices of change of address shall only be effective upon receipt.

         12. APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of Nevada without giving effect to principles of conflict of law.

         13.  COUNTERPARTS.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute and the same instrument.



                                       4
<PAGE>





                                    COMPANY:

                                    LIFE INVESTMENT FUNDING
                                    ENTERPRISES, INC.



                                    By_________________________________
                                     Its_______________________________



                                    DIRECTOR:



                                       ---------------------------------



                                       5



<PAGE>