SERVICE EXPENSE REIMBURSEMENT AGREEMENT

     BY THIS AGREEMENT, the insurance companies,  managers and agencies named in
the Schedule A(s) attached to and forming a part of this Agreement,  hereinafter
referred  to  as  "Company,"  and  CAI  Credit  Insurance   Agency,   Inc.,  its
subsidiaries  and affiliates  hereinafter  referred to as  "Customer,"  agree as
follows effective July 1, 1998.

1.    Company has offered to provide insurance coverage,  service and facilities
      through its agents for  insurance  programs,  as described in the Schedule
      A(s) attached,  for insuring Credit Life, Credit Accident & Health, Credit
      Property,  Leased Property, and Involuntary  Unemployment  Insurance.  The
      borrowers,  members,  customers,  lessees  or any other  person  having an
      interest in a policy of  certificate  subject to this  Agreement  shall be
      referred to as "Participant(s)."

2.    The development and  implementation  of such insurance program will result
      in additional administrative costs and expenses for Customer.

3.    Customer  and  Company  have  agreed  upon  their  respective  duties  and
      responsibilities  in the  matter  of  providing  services,  coverages  and
      facilities in connection  with such  insurance  program and upon a formula
      for reimbursement to Customer of sums necessary to compensate Customer for
      its costs and expense therein incurred.

4.    Because it is impossible to determine precisely the cost and expense which
      will  be  incurred   by   Customer   in   carrying   out  its  duties  and
      responsibilities as herein specified, Company agrees to reimburse Customer
      for its costs and expenses in the service and  administration of insurance
      furnished under said programs as follows:

      Company shall pay to Customer an Expense Reimbursement:

            equal to the percentage of net premiums written or the fixed fee
            shown in the column headed Reimbursement Rate in the Schedule A(s)
            attached hereto.

      It is a  condition  of this  Agreement  that  Customer  refund  ratably to
      Company on canceled  coverages  and on  reductions in premiums at the same
      rate at which such Expense Reimbursement was originally paid.

5.    Customer  agrees to cooperate with Company in all  reasonable  particulars
      contemplated  by this  Agreement  and  understands  that  its  duties  and
      responsibilities  in the  matter  of  providing  services,  coverages  and
      facilities and for which it is to be reimbursed hereunder are:

      (A)   Distribute   to   Participants,   Company's   forms,   supplies  and
            instructions for use as well as material covering the administration
            and distribution of policies or certificates of insurance;

                                       1
<PAGE>


      (B)   Permit  the use of its  credit  card,  or such  other  method  as it
            authorized by law, for the  collection of premium  contributions  by
            Participants.  Maintain an insurance  escrow account,  receive,  and
            account for all premiums and remit to Company  premiums on insurance
            written less cancellation refunds with respect to insurance programs
            contemplated by this Agreement;

      (C)   Perform clerical functions, typing and mailing of insurance policies
            or certificates, endorsements, cancellations and periodic statements
            covering premium due, net of refunds and other allowances;

      (D)   Furnish  Company with reports of all  transactions  of  Participants
            pursuant to insurance  programs of Company,  contemplated under this
            Agreement;

      (E)   Perform such other similar administrative actions as may be required
            by Company.

      All  premiums  held by  Customer  pursuant  to (B) above  shall be held as
      trustee for Company until  delivered to it. Company  reserves the right to
      require  Customer  to  deposit  all  premiums,   less  Customer's  Expense
      Reimbursement  as set forth in Paragraph 4 hereof,  in a premium  trust or
      escrow account.

      The reports and remittances  provided for in (B) and (D) above shall be on
      forms  provided by or acceptable to Company,  and shall be  transmitted in
      time to be  received  by Company not later than twenty (20) days after the
      end of each  calendar  month.  Premium  payments  not made by the due date
      above  shall bear  interest  from the due date at the rate of one  percent
      (1%) per month, or the applicable legal maximum rate, whichever is less.

6.    Periodically,  Company  may  require  evidence  that  expense  incurred by
      Customer was approximately equal to reimbursement calculated hereunder.

      Customer shall upon request by Company's authorized representative, during
      normal business hours, make available for inspection all books and records
      pertaining  to business  covered by this  Agreement  and the Schedules and
      Addenda attached hereto.

7.    Company  reserves the right to offset any amounts due to or from  Customer
      under this  Agreement  and its Schedules and Addenda (if any) Credit Life,
      Credit Accident & Health, Credit Property,  Involuntary Unemployment,  and
      Leased  Property  Insurance,  against any amounts due to or from  Customer
      under  this or any  agreements  Customer  may have  from time to time with
      Company and/or any other  subsidiaries  or affiliates of American  Bankers
      Insurance Group, Inc. Customer will have thirty (30) days to challenge any
      amounts due Company prior to such offset being made and, if challenged, no
      offsets  will be made.  The issue will be referred to  arbitration,  as in
      Paragraph 10.

8.    Company may  authorize  Customer to offer new products  and may  establish
      rates of Expense Reimbursement on such new products. Company also reserves
      the right to cease  offering any product listed on Schedule A at any time.
      Company may also prospectively  change the rates of Expense  Reimbursement
      for  products  on  Schedule  A upon  thirty  (30) days  advance  notice if
      required by state  regulatory  authority,  or with the written  consent of
      Customer if one or more product lines is in deficit.  This written consent
      shall  not be made  unreasonably  withheld.  In all other  respects,  this
      Agreement may be altered or amended only in writing  signed by both of the
      parties.

                                       2
<PAGE>


9.    This Agreement may be terminated by Company at any time by giving Customer
      thirty (30) days notice, in writing, of its intention to terminate.

      This Agreement may be terminated at any time by the mutual consent of both
      Customer and Company.

      This Agreement may be terminated by Customer with cause at any time,  upon
      thirty  (30) days  written  notice  provided  to  Company.  Cause shall be
      defined  as a  material  breach  of the  Agreement  which is not  cured by
      Company within thirty (30) days of written notice thereof.

10.  (A)    Any and all disputed or  disagreements  arising  between the parties
            pertaining to or relating in any manner to this Agreement, including
            but not limited to any disputes or  disagreements  as to the meaning
            or interpretation of this Agreement,  or any portion thereof, or the
            relationship of the parties created under this Agreement, upon which
            an amicable understanding cannot be reached, including any breach of
            this Agreement,  are to be decided by arbitration in accordance with
            the rules of the American  Arbitration  Association,  and subject to
            applicable  provisions  of the  statutes of the state of Texas.  The
            parties  agree  to  be  bound  by  the  majority   decision  of  the
            arbitrators.  The  arbitration  proceeding  shall take place in Fort
            Worth,  Texas,  unless another location is mutually agreed to by the
            parties.  Each  party  shall be  responsible  for its own  costs and
            expenses in arbitrating the dispute.

      (B)   The  arbitrators  shall state in their decision the basis upon which
            their  decision  may be  made.  An  appeal  may  be  made  from  the
            arbitrators'  decision  to a court of general  jurisdiction  in Fort
            Worth,  Texas,  on the  grounds  set  forth in the Texas  code.  All
            parties to this Agreement, by signing this Agreement, consent to the
            personal jurisdiction of the Texas courts.

      (C)   Three arbitrators  shall be selected for the arbitration  panel. One
            arbitrator  shall be selected by each  party.  The third  arbitrator
            shall be selected  by the  arbitrators  names by each party.  In the
            event an  agreement  cannot be reached  as to the third  arbitrator,
            either  party may  petition  a court of  competent  jurisdiction  to
            appoint a neutral  arbitrator as the third  arbitrator.  The Federal
            Rules of Civil  Procedure  and the Federal  Rules of Evidence  shall
            govern all procedural issues; however, upon order of the arbitrators
            or by agreement of the parties, time limits contained therein may be
            shortened or lengthened. The provision shall survive the termination
            of this Agreement.

                                       3
<PAGE>


11.  (A)   Upon termination of this Agreement,  Customer shall promptly account
            or and pay over to Company all  premiums  due Company  upon  risk(s)
            placed by Customer.

      (B)   Customer  further agrees,  upon  termination of this  Agreement,  to
            render the normal and usual customer services for Company during the
            remaining unexpired term of all policies placed by Customer.

      (C)   Company agrees, upon termination of this Agreement,  to transfer 90%
            of the net cumulative  premiums  collected,  less (1) the cumulative
            total losses paid by the Company,  and (2) the  cumulative  total of
            all payments  including,  but not limited to:  advance  commissions,
            expense  reimbursements,   and  group  experience  rating/contingent
            compensation  previously paid to the Agent, to any insurer  selected
            by Agent  provided  such  insurer  is  approved  by the  appropriate
            regulatory  authorities to write  insurance in the State of Texas of
            the  type(s)  for  which  the  net  cumulative  premiums  have  been
            collected   and  for  which  group   experience   ratings/contingent
            compensation  payments may be or become due Customer.  All liability
            for  subsequent  claims,  refunds  or any  other  policy/certificate
            obligations  regardless  of  effective  or incurred  date,  shall be
            transferred  from  Company to the approved  assuming  insurer on the
            effective date of such assumption.

12.   In performing its obligations pursuant to this Agreement, Company may have
      access to and receive disclosure of certain confidential information about
      or  belonging  to  Customer,  including  but not  limited  to:  Customer's
      marketing  philosophy,   techniques,   and  objectives,   advertising  and
      promotional  copy,  competitive  advantages and  disadvantages,  financial
      results, technological developments,  Participant and cardholder lists and
      a variety of other  information  and materials  which  Customer  considers
      confidential or proprietary (hereinafter "Confidential Information").

      Company  agrees that  during the term of this  Agreement  and  thereafter,
      Confidential   Information  is  to  be  used  solely  in  connection  with
      satisfying its obligations  pursuant to this Agreement,  and that it shall
      neither  disclose  Confidential  Information  to any  third  party nor use
      Confidential  Information for its own benefit,  except as may be necessary
      to perform its obligations pursuant to this Agreement.

      All Confidential  Information furnished to Company in connection with this
      Agreement  is the  exclusive  property of Customer  and, at the request of
      Customer or upon  termination  of this  Agreement,  Company shall promptly
      return to Customer  all  Confidential  Information  without  copying  such
      information.

      Company  shall  take  measures  to  prevent  its  agents,   employees  and
      subcontractors  from using or  disclosing  any  Confidential  Information,
      except as may be necessary for Company to perform its obligations pursuant
      to this  Agreement.  Company  agrees  that it may not use,  rent,  sell or
      authorize the use of the names and addresses supplied by Customer.

                                       4
<PAGE>


      This provision shall survive the termination of this Agreement.

13.   Company  hereby agrees to indemnify  Customer,  its  directors,  officers,
      employees,  and corporate affiliates (the "indemnified parties"), and hold
      them  harmless  against and pay on their behalf any sums which any of them
      shall become legally  obligated to pay as damages,  fines,  interest,  and
      judgments  which  directly or  indirectly  arise from or are caused by the
      wrongful  or  negligent  acts or  omissions  of Company or its  directors,
      officers,  employees and corporate  affiliates,  as well as any reasonable
      attorney's fees, costs and expenses incurred.  It is a condition precedent
      to the  obligations of Company under this  Paragraph that any  indemnified
      party who is being indemnified  hereunder shall cooperate in such defense.
      Notwithstanding  the  indemnification  provided herein, it is specifically
      agreed that Customer shall  participate on a pro rata basis with regard to
      any premium  refunds or rebates made by Company which may be occasioned by
      any claim, controversy, dispute, lawsuit, or administrative proceeding.

14.   It is a condition precedent to payment of any amounts under this Agreement
      by Company  that  Customer  shall  certify in writing to Company  that all
      known claims have been reported to Company.  It is understood  and agreed,
      however,  that no waiver of this condition  precedent  shall result should
      Company fail to require such certification of claims.

15.   This  Agreement  together  with any insurance  programs  designated by the
      parties shall constitute the entire contract between the parties and there
      are no other agreements, oral or written, prior to or contemporaneous with
      this Agreement, other than that stated herein.

16.   This Agreement has been executed in a number of Counterparts, any of which
      may be taken as an original.

17.   This  Agreement  is  executed  on behalf of Company  and  Customer  by the
      authorized signatures on the Schedule A(s) attached hereto.

18.   Customer  may assign its right to receive  any monies due or to become due
      from Company under this Agreement or any of its addenda, including but not
      limited to Expense Reimbursement,  to any affiliate of Customer, including
      any  affiliated  insurance  agent or agency,  or any other  individual  or
      entity  authorized to sell or receive  compensation for the sale of any of
      the  insurance  products  covered by this  Service  Expense  Reimbursement
      Agreement.  An affiliate  shall be a parent,  a wholly owned or controlled
      subsidiary  of  Customer or any  affiliate  which is under the same common
      control or ownership as Customer.  Notice of assignment  shall be given to
      Company,  in writing.  Such assignment shall not be binding on Company and
      shall be of no effect until and unless Company  acknowledges,  in writing,
      such  assignment.  Payment by  Company of any amount due by Company  under
      this Agreement or any of its addenda to the assignee shall release Company
      of  any  obligation  to  Customer  for  the  amount  paid.  No  subsequent
      revocation of an  assignment  shall be binding on Company until and unless
      Company acknowledges such revocation in writing.

                                       5
<PAGE>


      In addition,  simultaneous with such assignment,  Customer may delegate to
      any such  affiliate  any  administrative  duties of  Customer  that can be
      performed under this Agreement by such  affiliate.  Written notice of such
      delegation shall be given to Company. Neither the giving of such notice or
      Company's  acknowledgment  or consent  to such  delegation  shall  release
      Customer  from  any  responsibility  for  performance  of  any  duties  or
      obligations under this Agreement or any of its addenda.

19.   In  consideration  of the mutual promises and covenants  contained in this
      Service  Expense  Reimbursement  Agreement,   American  Bankers  Insurance
      Company hereby guarantees to Customer, its affiliates and subsidiaries the
      performance  by Company of all of Company's  obligations  contained in the
      Service Expense Reimbursement  Agreement and any and all future amendments
      or schedules thereto.

20.   The following Schedules and/or Addendas are attached to and made a part of
      this Agreement at its inception:


--------------------------------------------------------------------------------
      Name of Schedule or Addenda:                          Form Number
--------------------------------------------------------------------------------
Service Expense Reimbursement Agreement-                SERA/SCH.A/9-10-94
              Schedule A
--------------------------------------------------------------------------------
Service Expense Reimbursement Agreement-          S:\ASSIST\MICHELLE\CAICONT.SAM
   Group Experience Rating/Contingent
         Compensation Addendum
--------------------------------------------------------------------------------

 VLIC  Voyager Life Insurance Company
 VPCIC Voyager Property & Casualty Insurance Company
 ABLAC American Bankers Life Assurance Company of Florida
 R&F   Ranchers & Farmers County Mutual Insurance Company

s:\assist\michelle\caisera.sam

                                       6
<PAGE>


                     SERVICE EXPENSE REIMBURSEMENT AGREEMENT
                                   SCHEDULE A

This  Schedule  is  attached  to and by  `reference  made a part of the  Service
Expense Reimbursement Agreement indicated above between the insurance companies,
managers and agencies named below, hereinafter referred to as "Company", and CAl
Credit Insurance Agency, Inc., hereinafter referred to as "customer", dated July
1, 1998. This Schedule is effective July 1, 1998.

NOW THEREFORE, IT IS MUTUALLY UNDERSTOOD AND AGREED AS FOLLOWS:

      1.    Customer  has  agreed  to  offer,  on  Company's  behalf,  types  of
            insurance  as  shown  in  Paragraph  2 to  Participants,  borrowers,
            members, customers or lessees of:

                        CAI CREDIT INSURANCE AGENCY, INC.

      2.    Customer has agreed to provide services in connection with the types
            of insurance  shown in the states  listed with maximums as shown and
            for the  Expense  Reimbursement  rate  shown,  which may be either a
            fixed amount or a percent of net premiums  written.  (gross premiums
            less cancellations):
<TABLE>
<CAPTION>
<S>        <C>                        <C>    <C>            <C>       <C>       <C>
-----------------------------------------------------------------------------------------
                                                 Expense               Monthly
Company*        Insurance Type         State  Reimbursement  Coverage  Benefits   Term
                                                  Rate
-----------------------------------------------------------------------------------------
   VLIC         Credit Life-SP          LA         35%        $20,000     N/A    60 Mos.
-----------------------------------------------------------------------------------------
   VLIC        Credit Life - MOB        LA         35%        $20,000     N/A     1 Mo.
-----------------------------------------------------------------------------------------
   VLIC    Credit Accident & Health -   LA         35%          N/A      $800    60 Mos.
                     SP
-----------------------------------------------------------------------------------------
   VLIC    Credit Accident & Health -   LA         35%          N/A      $800     1 Mo.
                     MOB
-----------------------------------------------------------------------------------------
  VPCIC       Credit Property - SP      LA         35%        $20,000     N/A    60 Mos.
-----------------------------------------------------------------------------------------
  VPCIC      Credit Property - MOB      LA         35%        $20,000     N/A     1 Mo.
-----------------------------------------------------------------------------------------
  VPCIC          Lease Property         LA         35%        $10,000     N/A     1 Mo.
-----------------------------------------------------------------------------------------
  VPCIC     Involuntary Unemployment    LA         35%          N/A      $500     1 Mo.
-----------------------------------------------------------------------------------------


Execution of this Schedule A also constitutes  execution of all of the schedules
and/or  addendas listed in Paragraph 19 of this Agreement of which this Schedule
A becomes a part.



s:\assist\rnichelle\caiscala.S8ITI
</TABLE>

                                       7
<PAGE>


Executed on behalf of the Company          Executed by or on behalf of the Agent
at Fort Worth, Texas, this 21st            at Beaumont, Texas, this 21st
day of  July ____, 1998.                   day of July ____, 1998.


AMERICAN BANKERS LIFE
ASSURANCE COMPANY OF FLORIDA
RANCHERS & FARMERS COUNTY                  CAI CREDIT INSURANCE AGENCY INC.
MUTUAL INSURANCE COMPANY
VOYAGER LIFE INSURANCE COMPANY
VOYAGER PROPERTY AND CASUALTY
INSURANCE COMPANY


By:      /s/ Mark Cooper                   By:      /s/ Thomas J. Frank
         --------------------------                 ----------------------------
Title:   Authorized Representative         Title:   President
         --------------------------                 ----------------------------
Witness:



AMERICAN BANKERS
INSURANCE COMPANY

By:      /s/ Mark Cooper
         --------------------------
Title:   Authorized Representative
         --------------------------
Witness:

*Initials designate the following companies:

ABLAC  American Bankers Life Assurance Company of Florida
R&F    Ranchers & Farmers County Mutual Insurance Company
VLIC   Voyager Life Insurance Company
VPCIC  Voyager Property & Casualty Insurance Company

                                       8
<PAGE>


                    SERVICE EXPENSE REIMBURSEMENT A GREEMENT
            GROUP EXPERIENCE RATING/CONTINGENT COMPENSATION ADDENDUM

THIS ADDENDUM is attached to and by reference made a part of the Service Expense
Reimbursement   Agreement  indicated  above  between  the  insurance  companies,
managers and agencies named below, hereinafter referred to as "Company", and CAI
Credit Insurance Agency, Inc., hereinafter referred to as "Customer", dated July
1, 1998. This Addendum is effective July 1, 1998.

NOW THEREFORE, IT IS MUTUALLY UNDERSTOOD AND AGREED AS FOLLOWS:

A.    Within 10 days  after  August 1, 1998 (such  date  hereinafter  deemed the
      "accounting  date"),  and within 10 days after each month thereafter while
      said Service Expense  Reimbursement  Agreement is in force, Company agrees
      to return a Group Experience Rating/Contingent  Compensation Credit on the
      coverages written under said Agreement as follows:

      (1)   The cumulative earned premiums written in the State of Louisiana for
            each type of insurance shown in Paragraph H of this Addendum will be
            multiplied  by the  percent  shown in  Paragraph  H for each type of
            insurance and from the product of this multiplication there shall be
            deducted the sum of the following items for each type of insurance:

            a)    The  cumulative   total  of  all  losses  and  loss  expenses,
                  including all allocated loss adjustment expenses incurred, and

            b)    All reserves, and

            c)    The  cumulative  total of all earned  expense  reimbursements,
                  paid or allowed Customer by Company, and

            d)    The  cumulative  total  of  all  amounts  previously  paid  to
                  Customer in accordance with this Addendum.

      (2)   "Losses"  include,  but are not  limited  to,  any  amounts  Company
            becomes  obligated  to pay  to any  third  party  arising  out of or
            related  to  claims  made  under  coverages  under  this  Agreement,
            including, but not limited to, damages, court awards or judgments or
            any kind or nature assessed against Company.

      For purposes of this Addendum,  any amounts accumulated under that certain
      Group Experience  Rating/Contingent  Compensation  Credit  Addendum,  made
      effective  December  30,  1994,  from  the  sale  of the  above  described
      insurance in Louisiana shall be included in the  calculations of the Group
      Experience Rating/Contingent Compensation Credit in this Paragraph A.

B.    If the  combined  remainder  computed  in  Paragraph  A for all  types  of
      insurance shown in Paragraph H is a positive figure,  Company shall pay to
      Customer the amount of such remainder  provided that all premiums then due
      Company  shall have been  received by Company.  If the combined  remainder
      computed in Paragraph A for all types of insurance shown in Paragraph H is
      a negative figure, the negative figure shall be carried over to subsequent
      accountings  against any amounts that otherwise become payable to Customer
      under aforesaid formula. Company reserves the right to require Customer to
      repay any Group Experience Rating/Contingent  Compensation Credit received
      because  of  errors  in  calculations  or  in  the  event  of  retroactive
      reductions in premium rates mandated by state regulatory authorities.

                                       9
<PAGE>


C.    The  Group  Experience  Rating/Contingent  Compensation  Credit to be paid
      under this Addendum shall not exceed the maximum amount promulgated by the
      insurance  statutes and  regulations  of the state wherein the business is
      written.

D.    Payments made under the provisions of this Addendum by Company to Customer
      shall discharge Company's obligation hereunder for the amounts so paid.

E.    Company  reserves the right to offset any amounts due to or from  Customer
      under this  Agreement  and its  Schedules  and Addenda (if any) for Credit
      Life,  Credit  Accident & Health,  Credit  Property,  and Leased  Property
      insurance  against any amounts due to or from  Customer  under this or any
      agreements  Customer  may have from time to time with  Company  and/or any
      other subsidiaries or affiliates of American Bankers Insurance Group, Inc.
      The  Customer  will have  thirty (30 days) to  challenge  any  amounts due
      Company  prior to such offset  being made and, if  challenged,  no offsets
      will be made. The issue will be referred to arbitration as in Paragraph 10
      of the S.E.R.A. agreement.

F.    It is a condition  precedent to payment of any amounts under this Addendum
      by Company  that  Customer  shall  certify in writing to Company  that all
      known claims have been reported to Company.  It is understood  and agreed,
      however,  that no waiver of this condition  precedent  shall result should
      Company fail to require such certification of claims.

G.    In  the  event  of  termination  of  the  Service  Expense   Reimbursement
      Agreement, Company shall continue to pay expense reimbursement payments as
      outlined  in  Section  A of this  Addendum.  However,  in the  event  of a
      "deficit", which is deemed to exist any time the result of the calculation
      under the provision of paragraph A of this Addendum is a negative  number,
      Customer  shall pay the amount of said  deficit to the  Company  within 10
      days of receiving the respective monthly statement.

      When all policy and/or certificate liabilities,  including losses and loss
      adjustment  expenses have been  terminated by expiration,  cancellation or
      prepayment,  Company shall render a final accounting to Customer,  Company
      may  withhold  payment  for  this  final  accounting  until  customer  has
      certified  in writing to Company  that all known  claims  against  company
      shall have been duly reported to Company.

H.    It is hereby  understood  that  Paragraph A pertains to only the following
      types of insurance,  at the indicated percent rates as shown for each type
      of insurance.


                                       10
<PAGE>


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

       Type of Insurance                             Percent Rate

--------------------------------------------------------------------------------
         Credit Life                                      90%
--------------------------------------------------------------------------------
     Credit Accident & Health                             90%
--------------------------------------------------------------------------------
        Credit Property                                   90%
--------------------------------------------------------------------------------
  Involuntary Unemployment Ins.                           90%
--------------------------------------------------------------------------------
        Leased Property                                   90%
--------------------------------------------------------------------------------

I.    Until such time as this  Agreement is  terminated,  Company  agrees to pay
      Customer  investment  income  on the  cash  held  by the  Company,  at the
      interest rate of a one year CD, at Chase Bank Texas National Association's
      main Fort  Worth,  Texas  branch.  The cash held by the  Company  shall be
      calculated according to the following formula:

                        90% of the cumulative net written premium
            Less:       the cumulative losses and loss expenses paid;
                        the cumulative advance commissions paid or retained;
                        and the cumulative contingent commissions paid or due.
            Equals      cash held by Company.

      Such investment  income will be paid within thirty (30) days of the end of
      each calendar  quarter based on the average of the cash held by Company at
      the beginning and end of the prior quarter.

                                       11
<PAGE>


s:\assist\rnichelle\caiscala.S8ITI

Executed on behalf of the Company          Executed by or on behalf of the Agent
at Fort Worth, Texas, this 21st            at Beaumont, Texas, this 21st
day of July ____, 1998.                    day of July ____, 1998.


AMERICAN BANKERS LIFE
ASSURANCE COMPANY OF FLORIDA
RANCHERS & FARMERS COUNTY                  CAI CREDIT INSURANCE AGENCY INC.
MUTUAL INSURANCE COMPANY
VOYAGER LIFE INSURANCE COMPANY
VOYAGER PROPERTY AND CASUALTY
INSURANCE COMPANY


By:      /s/ Mark Cooper                   By:     /s/ Thomas J. Frank
         -------------------------                 -----------------------------
Title:   Authorized Representative         Title:  President
         -------------------------                 -----------------------------
Witness:



*Initials designate the following companies:

ABLAC  American Bankers Life Assurance Company of Florida
R&F    Ranchers & Farmers County Mutual Insurance Company
VLIC   Voyager Life Insurance Company
VPCIC  Voyager Property & Casualty Insurance Company

                                       12