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                                                                    EXHIBIT 10.2

                                  AMENDMENT TO
                               MARKETING AGREEMENT


THIS AMENDMENT TO THE MARKETING  AGREEMENT is entered into this 22nd day of May,
2000,  and  effective  as indicated  herein,  by and between  TRANSAMERICA  LIFE
INSURANCE AND ANNUITY  COMPANY,  hereinafter  referred to as  "Transamerica,"  a
North Carolina corporation,  and LEGACY MARKETING GROUP, hereinafter referred to
as "LMG," a California corporation.

WHEREAS,  Transamerica and LMG entered into a Marketing Agreement, dated May 29,
1998,  hereinafter  referred to as the "Agreement," wherein Transamerica and LMG
agreed to jointly develop proprietary annuity products, wherein LMG would market
such products on behalf of Transamerica,  utilizing its nationwide  distribution
channels of duly licensed and appointed  Producers in  consideration of the fees
as set forth in APPENDIX B of the Agreement.

NOW,  THEREFORE,  in consideration of the foregoing recitals and mutual promises
hereinafter  contained  and other good and valuable  consideration,  the parties
hereto do agree as follows:

Effective as of May 29, 1998:

1.   APPENDIX A, "Policy  Forms," is hereby amended to include the product names
     associated therewith as follows:

     "Product Name              Group Master Policy #     Policy #
     -------------              ---------------------     --------
     SelectMark 5 50/50         T-GTMY0298-5-50/50        T-PTMY0298-5-50/50
     SelectMark 5 75/25         T-GTMY0298-5-75/25        T-PTMY0298-5-75/25
     SelectMark 10 50/50        T-GTMY0298-10-50/50       T-PTMY0298-10-50/50
     SelectMark 10 75/25        T-GTMY0298-10-75/25       T-PTMY0298-10-75/25"


2.   APPENDIX B, "Commission," is hereby amended to read as follows:

     "COMMISSION

     Base Commission

     SelectMarkSM 5  Product:  {5 Year Surrender Charge Schedule}
     Transamerica  will  pay LMG on the last  business  day of the week o of all
     premiums received by LMG during that week for the SelectMarkSM 5 Product.


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     SelectMarkSM 10  Product:  {10 Year Surrender Charge Schedule}
     Transamerica  will  pay LMG on the last  business  day of the week o of all
     premiums received by LMG during that week for the SelectMarkSM 10 Product.

     Additional  premiums will be subject to the same commission  percentages as
     the initial premium.

     If the  issue  age is  greater  than 84 as  defined  in the  Death  Benefit
     Proceeds   provision  of  the  Policies   referenced  in  APPENDIX  A,  the
     aforementioned  base  commissions  are  reduced by o. A monthly  trail base
     commission of o multiplied  by the  aforementioned,  product  specific base
     commission  percentage  divided  by 12 of the  Annuity  Cash Value is paid,
     beginning in policy year 2.

     Override Commission

     In addition to the base commissions specified above, Transamerica shall pay
     to LMG an Override  Commission for each of the aforementioned  SelectMarkSM
     products  on  the  last  business  day of the  week,  of o of all  premiums
     received by LMG during that week.

     The above referenced  Override  Commission  percentage  includes o which is
     paid back to the carrier at the end of each fiscal year [fiscal year begins
     with the first month that any premium received by LMG, i.e.,  August -July]
     for the  Policies  referenced  in APPENDIX A for the first $100  million of
     premium  paid,  net of free looks.  LMG will  retain the o on all  premiums
     received in excess of $100 million in each fiscal year.  Such year ends the
     last day of the calendar  month  immediately  preceding the month the first
     premium paid is received (July 31st).

     Such  Override  Commission  will  be part of the  total  weekly  commission
     process and will be paid by Transamerica to LMG by authorizing LMG to write
     a check to itself  against the  Transamerica  Disbursement  account for the
     total weekly commission amount."

Effective as of February 9, 1999:

1.   Add to Appendix A, "Policy Forms," as follows:

     "Product Name                  Group Master Policy #   Policy #
     -------------                  ---------------------   --------
     SelectMark 10 Special Edition  T-GTMY0298-10-50/50*    T-PTMY0298-10-50/50*

     *Effective February 9, 1999, the SelectMark 10 Special Edition replaced the
      SelectMark 10 50/50 for the referenced policy forms."


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2.   Add to APPENDIX B, "Commissions," as follows:

     "SelectMarkSM  10  Special  Edition  Product:  {10  Year  Surrender  Charge
     Schedule}  Transamerica will pay LMG on the last business day of the week o
     of all premiums  received by LMG during that week for the  SelectMarkSM  10
     Special Edition."

Effective as of October 18, 1999:

1.   Add to Appendix A, "Policy Forms," as follows:

     "Product Name                     Group Master Policy   #Policy #
     -------------                     -------------------   ---------
     SelectMark 7 Special Edition     T-GMY0799-7-100        T-PMY0799-7-100
     SelectMark 7 75/25               T-GMY0799-7-75/25      T-PMY0799-7-75/25
     SelectMark 7 50/50               T-GMY0799-7-50/50      T-PMY0799-7-50/50
     Beneficiary Rider                T-GBR-0799             T-PBR-0799"


2.   Add to APPENDIX B, "Commissions," as follows:

     "COMMISSION

     Base Commission

     SelectMarkSM 7  Product:  {7 Year Surrender Charge Schedule}
     Transamerica  will  pay LMG on the last  business  day of the week o of all
     premiums received by LMG during that week for the SelectMarkSM 7 Product.

     Transamerica  will  pay LMG on the last  business  day of the week o of all
     premiums  received by LMG during that week for the  SelectMarkSM  7 Special
     Edition Product.

     Transamerica  will  pay  LMG on the  last  business  day  of  the  week  an
     additional  o of all  premiums  received  by LMG  during  that week for the
     SelectMarkSM 10 Special Edition Product for  applications  received between
     October 18, 1999 and December 31, 2000.

     In  the  event  that  LMG  receives  a  SelectMarkSM   10  Special  Edition
     application  prior to June 30, 2000, and  associated  premiums are received
     thereafter, LMG shall be entitled to collect the additional o commission.

     Additional  premiums will be subject to the same commission  percentages as
     the initial  premium;  with the exception of any additional  deposits to an
     existing  SelectMarkSM  10 Special Edition product between October 18, 1999
     and December 31, 2000,  for which LMG shall be entitled to the o commission
     rate.


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     LMG may calculate  this monthly trail  commission for the  SelectMarkSM  10
     Special  Edition,  for  premiums  received  between  October  18,  1999 and
     December  31, 2000,  by employing  the figure of "o" as opposed to "o." LMG
     will  collect  any  additional  funds  owed  to it  from  this  calculation
     utilizing the actual o (as provided  above) by submitting a written invoice
     to Transamerica for such fees on a monthly basis.

     Override Commission

     In addition to the commissions  specified above,  Transamerica shall pay to
     LMG an  Override  Commission  for each of the  aforementioned  SelectMarkSM
     products on the last business day of the week o of all premiums received by
     LMG during that week.

     The above referenced  Override  Commission  percentage  includes o which is
     paid back to the carrier at the end of each fiscal year [fiscal year begins
     with the first month that any premium received by LMG, i.e.,  August -July]
     for the  Policies  referenced  in APPENDIX A for the first $100  million of
     premium  paid,  net of free looks.  LMG will  retain the o on all  premiums
     received in excess of $100 million in each fiscal year.  Such year ends the
     last day of the calendar  month  immediately  preceding the month the first
     premium paid is received (July 31st).

     Such commission will be part of the weekly  commission  process and will be
     paid by  Transamerica  to LMG by authorizing LMG to write a check to itself
     against  the  Transamerica   Disbursement  account  for  the  total  weekly
     commission amount."

3.   All other provisions in the Agreement not specifically amended above remain
     in effect and unchanged.


IN WITNESS HEREOF, the parties have hereto executed this Agreement.


LEGACY MARKETING GROUP                      TRANSAMERICA LIFE INSURANCE
                                            AND ANNUITY COMPANY


By: /s/ R. Preston Pitts                     By: /s/ Bill Tate
Title: President                             Title:  Chief Marketing Officer
Date: May 22, 2000                           Date:  July 11, 2000
Witness: /s/ Anne Sedleniek                  Witness: /s/ Maria Marty


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