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  Affiliates   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\AFFCONT.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\affsera.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
Affiliates 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:

                        AFFILIATES 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             TX         35%        $20,000     N/A    60 Mos.
--------------------------------------------------------------------------------------------
  ABLAC         Credit Life - MOB          TX         35%        $20,000     N/A     1 Mo.
--------------------------------------------------------------------------------------------
   VLIC    Credit Accident & Health - SP   TX         35%         N/A       $800    60 Mos.
--------------------------------------------------------------------------------------------
  ABLAC    Credit Accident & Health -MOB   TX         35%         N/A       $800     1 Mo.
--------------------------------------------------------------------------------------------
   R&F         Credit Property - SP        TX         35%        $20,000     N/A    60 Mos.
--------------------------------------------------------------------------------------------
   R&F        Credit Property - MOB        TX         35%        $20,000     N/A     1 Mo.
--------------------------------------------------------------------------------------------
   R&F           Lease Property            TX         35%        $10,000     N/A     1 Mo.
--------------------------------------------------------------------------------------------
   R&F       Involuntary Unemployment      TX         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.
</TABLE>


s:\assist\rnichelle\caiscala.S8ITI

                                       7
<PAGE>


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


AMERICAN BANKERS LIFE
ASSURANCE COMPANY OF FLORIDA
RANCHERS & FARMERS COUNTY                  AFFILIATES 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: Chief Executive Officer
         ---------------------------              ------------------------------
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 AGREEMENT
            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
Affiliates 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 Texas 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 Texas  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>


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


AMERICAN BANKERS LIFE
ASSURANCE COMPANY OF FLORIDA
RANCHERS & FARMERS COUNTY                  AFFILIATES 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: Chief Executive Officer
         --------------------------               ------------------------------
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