<PAGE>   1
                              EMPLOYMENT AGREEMENT

                                 BY AND BETWEEN
                    FIDELITY STANDARD LIFE INSURANCE COMPANY

                                       AND

                               MITCHELL R. KATCHER
                                  ("EXECUTIVE")

EFFECTIVE 1ST FEBRUARY 1997

<PAGE>   2

<TABLE>
<CAPTION>

                              EMPLOYMENT AGREEMENT

                                      INDEX
<S>                                               <C>
1.  EMPLOYMENT                                          3

2.  TERM                                                3

3.  COMPENSATION.                                       4

4.  LONG TERM CAPITAL INCENTIVE COMPENSATION            4

5.  WITHHOLDING                                         4

6.  INSURANCE AND OTHER BENEFIT PLANS                   4

7.  VACATIONS                                           5

8.  BUSINESS EXPENSES                                   5

9.  INDEMNIFICATION                                     5

10. TERMINATION OF EMPLOYMENT                      5 TO 7

11. CHANGE OF CONTROL                                   7

12. RESTRICTIVE COVENANTS, CONFIDENTIALITY,
    OWNERSHIP OF PROCEEDS OF EMPLOYMENT             7 TO 8

13. MISCELLANEOUS PROVISIONS                       9 TO 11

EXHIBITS

POSITION DESCRIPTION                              EXHIBIT A

2
</TABLE>

<PAGE>   3



                              EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") dated as of this 1st February 1997
(the "Effective Date") by and among Fidelity Standard Life Insurance Company
(the "Company"), a Delaware corporation, and Mitchell R. Katcher, an individual
currently residing at 119 Haviland Road, Stamford, Connecticut 06903,
("Executive").

                                 WITNESSETH THAT

WHEREAS, the Company desires to employ Executive in accordance with the terms of
this Agreement and Executive desires to be so employed by the Company;

WHEREAS, the parties desire to set forth the employment understanding and terms
and conditions of employment in a written agreement; and the Executive wishes to
accept such employment upon the terms and subject to the conditions hereinafter
set forth;

NOW THEREFORE, in consideration of the mutual promises contained herein, the
parties hereto hereby agree as follows:

1. EMPLOYMENT.
1. 1 General Duties and Title

On the Effective Date the Company hereby employs Executive with the title/s
designated in Exhibit A (the "Position Description") attached hereto and forming
a part of this Agreement.

Executive's primary responsibilities and duties are as described in Exhibit A as
amended by mutual agreement with the Company from time to time, and such other
duties and responsibilities as may be reasonably assigned to Executive by the
President and Chief Executive Officer or the Board of Directors of the Company
(the "Board"), and Executive shall faithfully and diligently perform for the
Company all such duties. The Executive shall report to and take direction
primarily from the President and Chief Executive Officer and the Board.
Executive agrees that in the event Executive is elected to be a member of the
Board, Executive shall act in such capacity without remuneration other than the
remuneration to which Executive is otherwise entitled under this Agreement.

1.2 Full-Time Position

Executive during the Term will devote Executive's best efforts, attention and
skills to the business and affairs of the Company on a full-time basis, and
shall devote all of Executive's business time and effort to the performance of
the duties hereunder.

2. TERM.

The employment of Executive hereunder shall commence on the Effective Date and
shall continue through the second anniversary of such date unless this Agreement
is terminated sooner as provided in Section 10 hereof.

Unless written notice is given not less than 60 days prior to the expiry date of
the term of this Agreement, or the expiry of the extended term if the term of
the Agreement has been extended, this Agreement shall automatically be renewed
at the end of each such term, under the same conditions of employment described
herein for additional One (1) year terms with the Base Salary and other
compensation terms then applicable.

<PAGE>   4
EMPLOYMENT AGREEMENT (CONTINUED)

3. COMPENSATION.

The Company (or an affiliate acting on behalf of the Company) will pay to
Executive as compensation for services to be rendered under Section I hereof,
the following amounts;

(a) Monthly Base Salary

 A base salary at the monthly equivalent rate of;

         (i) $125,000 per annum for the period commencing on the Effective Date
         and ending 31st December 1997; and,

         (ii) $250,000 per annum for the period commencing I st January 1998 and
         ending 31st March 1999. Payments of the Base Salary shall commence not
         later than 30 days after the date hereof, in regular and substantially
         equal installments in accordance with the Company's normal executive
         payroll practices.

(b) Short Term Incentive Bonus Payments. Executive will participate in
the Company's Short Term Incentive Bonus Plan for eligible executive employees.
Payments under this plan are not due until declared payable by the Board of
Directors.

Participation in such Short Term Incentive Bonus Plan (the "Short Term Incentive
Bonus Plan"), the rules and guidelines of which have yet to be considered for
approval by the Board and have not so been considered as of the Effective Date
of this Agreement, will be retrospective to the Effective Date of employment
when approved for implementation. Executive will have a right, subject to the
conditions of this clause, to receive as future bonus payments in a single sum
payable on the due date referred to below, or as a series of payments payable
after the due date together with accrued interest if any on terms to be agreed
with the Company, payments equal to-such amount as Executive may become entitled
under the rules of the Short Term Incentive Bonus Plan for the respective bonus
periods, but not less than the following amounts;

 (i)   Due on 1st January 1998, an amount of $115,000;
 (ii)  (ii) Due on 1st April 1998, an amount of $100,000;
(iii)  (iii) Due on 1st April 1999 an amount of $100,000.

With effect from the Company's financial year commencing in 1999 any payments in
respect of that period will be determined in accordance with the Short Term
Incentive Bonus Plan and general compensation policies and terms then
applicable.

4. LONG TERM CAPITAL INCENTIVE COMPENSATION

Executive will participate according to rules, to be developed for consideration
by the Board, for a Long Term Capital Incentive Compensation Plan which the
Company intends to introduce before the end of 1997, subject to the approval of
the Board. Executive's rights of participation in such Long Term Capital
Incentive Compensation Plan will be determined by the Board from time to time,
with the initial allocation of participation rights for Executive being made not
later than I st April 1998, based on a value for the Company, equal to the total
effective costs of acquisition incurred by the Company's ultimate parent
company.

5. WITHHOLDING

Executive agrees that the Company shall withhold from any and all payments
required to be made to the Executive pursuant to this Agreement all actual or
potential Federal, State, local and/or other taxes the Company determines are
required or potentially will be required, to be withheld in accordance with
applicable statutes and/or regulations from time to time in effect.

6. INSURANCE AND OTHER BENEFIT PLANS

Executive shall be entitled during the period of employment with the Company, to
participate in (i) the life insurance and disability insurance plans available
to officers of the Company, including such accidental death or other benefits as
may be provided under such plan, and (ii) the health and dental and vision plans
available to officers (and their immediate families) of the Company, and (iii)
in such other employee benefit plans, including pension plans and 401(k) plans,
that currently are or will be made generally available to executives and
salaried employees of the Company.
<PAGE>   5



EMPLOYMENT CONTRACT (CONTINUED)

7. VACATIONS.

Executive shall be entitled (subject to a minimum of four calendar weeks plus
such additional period as is consistent with the Company's extended vacation
policy for executives) to such number of weeks paid vacation as is consistent
with the policy of the Company with respect to executive officers generally, and
to be more fully described in a Summary of Employee Benefits to be made
available to the Executive and to all employees after approval by the Board of
Directors.

8. BUSINESS EXPENSES

The Company recognizes that, in connection with Executive's performance of his
duties, functions and responsibilities hereunder, Executive will incur certain
reasonable and necessary expenses. The Company agrees to promptly reimburse
Executive for all such reasonable business expenses which are incurred solely in
connection with the Company's business, upon the presentation of statements
setting forth the nature and amount of such expenses in reasonable detail, in
accordance with the Company's generally applicable guidelines and procedures
from time to time.

9. INDEMNIFICATION

The Company has an obligation to indemnify Executive for general directors and
or officers liability in the normal course of Executive's service on Company
business, but shall limit the indemnification provided hereunder to the
indemnification provided in accordance with the terms and conditions of the
indemnification provisions of such insurance coverage as the Company has secured
for this purpose. The provisions of this Section 9 shall survive the termination
or expiration of Executive's employment under this Agreement irrespective of the
reason for such termination, provided that nothing herein shall be construed to
provide Executive with any greater coverage or coverage for any period longer
than Executive would have been entitled to receive under the terms of such
insurance policy referred to herein.

10. TERMINATION OF EMPLOYMENT.

10. 1. Termination by the Company for Cause.

In the event that Executive is removed from office by the Board of Directors for
cause (as hereinafter defined), the employment of Executive under this Agreement
shall terminate and Executive shall be entitled to receive;

(i)      the monthly Base Salary for the period to the date of such removal;
         and;
(ii)     if such termination should take place before I st April 1999, a reduced
         Short Term Incentive Bonus Payment (determined as described herein)
         where the payments referred to in Clause 3(b)(i) or 3(b) (ii) or 3(b)
         (iii) above will be reduced as follows,


         (a)      the respective amounts under3(b)(i) and 3(b)(ii) above taken
                  as a combined amount, shall be reduced by one twelfth for each
                  month of the calendar year 1997 that Executive was not or will
                  not be full-time actively employed by the Company; and;
         (b)      the amount under 3(b)(iii) above, shall be reduced by one
                  twelfth for each month of the calendar year 1998, that
                  Executive was not or will not be full-time actively employed
                  by the Company.

No other or further payment of benefits under this Agreement will be due upon
Termination for Cause, except as required by law, or under the Company's
insurance and other employee benefit plans and procedures referred to in
Sections 6 and 8.

10.2. Definition of Cause

For purposes of this Agreement, the term "cause" shall mean (i) any willful
material neglect by the Executive, or material failure by Executive to perform
the duties and responsibilities of the Executive's office or offices (other than
any such failures resulting from Executive's incapacity due to illness or
injury), or (ii) any malfeasance or gross misconduct by Executive in connection
with the performance of any of the duties or responsibilities or otherwise which
would, in the view of a reasonable person, be materially prejudicial to the
interests of the

<PAGE>   6


EMPLOYMENT CONTRACT (CONTINUED)

Definition of Cause (continued)

Company or any of its affiliates if Executive were retained in the respective
office or offices, including without limitation, conviction of a felony, or
(iii) actual indictment for, or formal admission to a felony or crime of moral
turpitude, dishonesty, breach of trust or unethical business conduct or any
crime involving the Company, or (iv) repeated material failure to adhere to the
policies and directions of the Board of Directors, or failure to devote all of
Executive's business time and efforts to the business of the Company and the
duties and responsibilities hereunder, and with respect to 10(2)(i) or 10(2)(ii)
or 10(2)(iv) herein, there has been a failure to cure such breach or a failure
to modify Executive's conduct within 30 days of receiving written notice of such
breach specifying the factual reasons supporting the proposed dismissal for
cause.

10.3. Termination by the Company Without Cause.

The Company expressly reserves the right to terminate the employment of
Executive at any time for no reason or for any reason.

In the event that the Executive's employment is terminated under this Section,
the Executive shall be entitled to receive monthly payments of the monthly Base
Salary, paid pursuant to the Company's normal payroll practices, for a period
that commences on the date of termination, and extends for a period of months
which is equal to the number of months during which Executive has been a
full-time employee of the Company, subject to a minimum period of Twelve (12)
months, and a maximum period equal to; (a) Twenty Four (24) months if age 45 or
older at the date of termination; or; (b) Thirty Six (36) months if age 55 or
older at the date of termination. If such termination should take place before
Ist April 1999, any monthly payments due under this Section during 1997 will be
not less than the monthly Base Salary in 3(a) (i), and for the period commencing
I st January l 998 and ending 3 1 st March 1999, any such monthly payments will
not be less than the monthly Base Salary in 3(a)(ii).

In addition Executive will be entitled, if such termination should take place
before I st April 1999, to receive the respective amount due under the Short
Term Incentive Bonus Plan in terms of the applicable clauses 3(b)(i) or 3(b)(ii)
or 3(b)(iii) above, as would otherwise become due for payment but for the
termination of employment, together with any amounts which may be due to
Executive for Business Expenses under Section 8 above.

In addition to the above payments, all health, dental and life insurance
coverage provided to Executive under the employee benefit plans will be extended
for such period as the Company is obligated to make monthly Base Salary payments
to Executive in terms of this Section, unless Executive becomes covered by other
employer plans. Any unvested allocations or options granted to Executive under
the terms of the Long Term Capital Incentive Compensation Plan, or any unvested
employer contributions attributable to Executive under any pension plan, shall
be accelerated and deemed vested as of the date of termination of employment
without cause.

10.4. Voluntary Termination by the Executive

If Executive, at any time during the term of this Agreement, voluntarily leaves
the employ of the Company, such termination shall be treated, for purposes of
this Agreement, in the same manner as a Termination For Cause, and the
provisions of Section 10. 1 hereof shall apply.

10.5. Termination upon Death or Disability

If the Executive dies during the term of this Agreement, the obligations of the
Company to or with respect to Executive shall terminate in their entirety except
as otherwise provided under this Section 10.5.

<PAGE>   7

EMPLOYMENT AGREEMENT (CONTINUED)

Termination upon Death or Disability (Continued)

If Executive by virtue of ill health or other disability is unable to perform
substantially and continuously the duties assigned to Executive for more than
180 consecutive or non-consecutive days out of any consecutive twelve month
period, the Company shall have the right, to the extent permitted by law, to
terminate the employment of Executive upon written notice to Executive.

Upon the death or upon termination of employment by reason of disability,
Executive (or Executive's estate or beneficiaries in the case of the death of
Executive) shall be entitled to receive the following payments;

(i)      payment of any monthly Base Salary up to the date of death or
         disability; and;
(ii)     payment of any amounts due Executive for Business Expenses under
         Section 8 above; and;
(iii)    a pro-rata share (determined on a reasonable basis to be approved by
         the Board) up to the date of death or disability of any Short Term
         Incentive Bonus Plan payments that would otherwise have been paid to
         Executive but for the event of disability or death; and;
(iv)     (iv) such benefit payments as are due to Executive or Executive's
         estate and or beneficiaries under the Company's Insurance And Other
         Benefit Plans under Section 6 above.

In addition to the above payments, any unvested allocations or options granted
to Executive under the terms of the Long Term Capital Incentive Compensation
Plan, or any unvested employer contributions attributable to Executive under any
pension plan, shall be accelerated and deemed vested as of the date of permanent
disability, or the date of death respectively.

10.6. Termination by the Executive for Special Limited Cause

In the event of a "Change of Control" as herein defined, and if during a period
of twelve months following such change of control, there is, (i) a material
reduction in Executive's duties and responsibilities or scope of employment as
described in the Position Description, or (ii) a job relocation or permanent
assignment to a location anywhere in New Jersey or outside a radius of 50 miles
from the Company's place of business at that time, without the prior written
consent of Executive, then Executive upon giving 30 days written notice to the
Company of intention to terminate employment for cause, will be entitled (unless
written notice of dispute has been given by the Company) to receive the same
payments as if Executive's employment had been terminated by the Company without
cause under Section 10.3 above.

11. CHANGE OF CONTROL

For the purposes of this Agreement a "change of control" of the Company or of
any affiliate that is Executive's employer, shall be deemed to occur at any time
that Sage Group Limited (the ultimate controlling parent of the Company) ceases
to have effective control either directly, or together with an equal partner or
partners or joint venture partner or partners, of the Company or of the
affiliate that is the Executive's employer under this Agreement.

12. RESTRICTIVE COVENANTS; CONFIDENTIALITY; OWNERSHIP OF PROCEEDS OF EMPLOYMENT


12.1. Solicitation of Employees; Customers; Agents or Representatives etc.

Executive agrees that, during the term of employment hereunder, and for a period
of two years after Executive no longer employed by the Company, or for such
period (if longer than two years) during which Executive receives termination
payments, Executive shall not, directly or indirectly: (a) solicit, entice,
persuade or induce any individual who is then or has been within the preceding
six-month period, an employee of the Company or any of its subsidiaries or
affiliates, to terminate his or her employment with the Company or any of its
subsidiaries or affiliates, or to become employed by or enter into contractual

<PAGE>   8

EMPLOYMENT AGREEMENT (CONTINUED) Solicitation Of Employees (continued)

relations with any other individual or entity, and the Executive shall not
approach any such employee for any such purpose or authorize or knowingly
approve the taking of any such actions by any other individual or entity; or;
(b) except in accordance with Executive's duties hereunder, solicit, entice,
persuade or induce any individual or entity which is then or has within the
preceding twelve-month period been a customer, distributor or supplier, or
policyowner, agent or representative of the Company or its subsidiaries or
affiliates to terminate his, her or its contractual or other relationship with
the Company or any of its subsidiaries or affiliates, and the Executive shall
not approach any such customer, distributor, supplier, policyowner, agent or
representative for such purpose or authorize or knowingly approve the taking of
any such actions by any other individual or entity.

12.2. Confidential Records

In the course of employment, Executive will have access to confidential
information, records, data, specifications, and other knowledge owned by the
Company or its subsidiaries or affiliates. Executive agrees that at no time
during or after the term of employment shall the Executive remove or cause to be
removed from the premises of the Company or its subsidiaries or affiliates, any
record, file, memorandum, document, equipment or like item relating to the
business of the Company or its subsidiaries or affiliates except in furtherance
of Executive's duties hereunder, and immediately following the termination of
Executive's employment hereunder or at any other time at the request of the
Board of Directors, all such records, files, memoranda, documents, equipment and
like items then in the Executive's possession promptly be returned to the
Company. Executive further agrees that, during and after the term of employment,
Executive shall not without the written consent of the Company or a person
authorized thereby, disclose to any person, other than an employee of the
Company its subsidiaries or affiliates or a person to whom disclosure is
reasonably necessary or appropriate in connection with the performance by
Executive of duties as an executive of the Company, any confidential information
obtained by Executive while in the employ of the Company with respect to any
business methods, plans, policies, products and/or personnel of the Company or
its subsidiaries or affiliates the disclosure, including speaking with the
press, of which would, in the view of a reasonable person, be injurious or
damaging to the business of the Company or its subsidiaries or affiliates,
provided, however, that confidential information shall not include any
information known generally to the public (other than as a result of
unauthorized disclosure by Executive), or any information of a type not
otherwise considered confidential by persons engaged in the same business or a
business similar to that conducted by the Company.

12.3. Ownership of Proceeds of Employment

Executive acknowledges that the Company shall be the sole owner of all the
fruits and proceeds of the Executive's services hereunder, including without
limitation all ideas, concepts, formats, suggestions, developments,
arrangements, designs, packages, programs, promotions and other properties
relating to the businesses of the Company, which Executive may create in
connection with and during the term of employment hereunder, free and clear of
any claims by the Executive of any kind of character whatsoever (other than
Executive's right to compensation and benefits hereunder).

12.4.    Survival

The provisions of this Section 12 shall survive any termination or expiration of
Executive's employment under this Agreement, irrespective of the reason
therefor.

12.5. Enforceability; Remedies.

The parties hereto agree that a material breach by Executive of any of the
provisions of Section 12 hereof will cause the Company great and irreparable
injury and damage. By reason of this, Executive acknowledges that, in the event
of a material breach by Executive of any of the provisions of Section 12 hereof,
the Company shall be entitled, in addition and as a supplement to any other
rights or remedies it may have at law, to the remedies of injunction, specific
performance and other equitable relief This Section 12 shall not, however, be
construed as a waiver of any of the rights which the Company may have for
damages or otherwise.
<PAGE>   9
EMPLOYMENT AGREEMENT (CONTINUED)

13 MISCELLANEOUS PROVISIONS

13.1 Severability

Executive acknowledges and agrees that (i) Executive has had an opportunity to
seek advice of counsel in connection with this agreement and (ii) the
Restrictive Covenants are reasonable in temporal and geographic scope and in all
other respects. If in any jurisdiction any term or provision hereof is
determined to be invalid or unenforceable, (a) the remaining terms and
provisions hereof shall be unimpaired, (b) any such invalidity or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction, and the remaining
provisions hereof shall be given full force and effect without regard to the
invalid portions. The Employer and the Executive intend to and hereby confer
jurisdiction to enforce the Restrictive Covenants upon the Courts of any
jurisdiction. within the geographical scope of the covenants.

13.2 Execution in Counterparts

This Agreement may be executed in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which shall be deemed to be an
original but all of which taken together shall constitute one and the same
agreement (and all signatures need not appear on any one counterpart), and this
Agreement shall become effective when one or more counterparts has been signed
by each of the parties hereto and delivered to each of the other parties hereto.

13.3. Notices

Any notice or other communication in connection with this Agreement shall be
deemed to be delivered if in writing (or in the form of a fax) addressed as
provided below and if either (a) actually delivered at said address, or (b) in
the case of a letter, three business days shall have elapsed after the same
shall have been deposited in the United States mails, postage prepaid and
registered or certified, and (c) in the case of fax, one business day shall have
elapsed after dispatch.

If to the Company, to it at the following address:
c/o Sage Management Services (USA) Inc.
Suite 1402, 730 Fifth Avenue, NEW YORK NY 10019.
FAX (212) 506-7029
Attention: President and Chief Executive Officer.

with a copy to:

Robert J Kiggins
Secretary, Fidelity Standard Life Insurance Company,
c/o Mc Carthy Fingar, Donovan & Partners,
11 Martine Avenue, 12 th Floor,
WHITE PLAINS, NY 10606-0134.
FAX (914) 946-0134.

or at such other address as the Company shall have specified by written notice
actually received by the addresser.

If to the Executive, to Executive at the following address:
119 Haviland Road,
STAMFORD CT 06903.
FAX (203) 321-8344

or at such other address as the Executive shall have specified by written notice
actually received by the addresser.

13.4 Entire Agreement and Subsequent Amendments

This Agreement constitutes the entire agreement between the Company and
Executive relating to the Executive's employment and supersedes all prior
agreements and understandings of the parties hereto, whether oral or written
with respect to the subject matter herein. This Agreement may be amended or
altered only by the written agreement of the Company and Executive.

<PAGE>   10

EMPLOYMENT AGREEMENT (CONTINUED)

13.5. Applicable Law.

This Agreement shall be governed by and construed in accordance with the laws of
the State of New York without regard to principles of conflict of law.

13.6. Heading

The descriptive headings of the several sections of this Agreement are inserted
for the sole purpose of convenience of reference, and do not constitute part of
this Agreement or in any way limit or affect the meaning or interpretation of
any of the terms or provisions of this Agreement.

13.7. Binding Effect; Successors and Assigns

This Agreement shall be binding upon and shall inure to the benefit of; (a) the
Company and its successors and assigns; and, (b) Executive and to the benefit of
the Executive's heirs, executors, administrators and legal representatives.
Executive's duties and obligations hereunder are personal and shall not be
assignable or delegable in any manner whatsoever. The Company may assign the
obligations under this Agreement (subject to a right of recourse by Executive to
the Company in the event of any default under the obligations to Executive
hereunder), to an affiliate or to any intermediate parent of the Company.

13.8. Waiver

The failure of either of the parties hereto to at any time, to enforce any of
the provisions of this agreement shall not be deemed or construed to be a waiver
of any such provision, nor to in any way affect the validity of this agreement
or any provision hereof or the right of either of the parties hereto, to
thereafter enforce each and every provision of this Agreement. No waiver of any
breach of any of the provisions of this Agreement shall be effective unless set
forth in a written instrument executed by the party against whom or which
enforcement of such waiver is sought, and no waiver of any such breach shall be
construed or deemed to be a waiver of any other or subsequent breach.

13.9. Warranty and Capacity to Contract

The Company and Executive hereby represent and warrant to the other that; (a)
they have full power and authority to execute this Agreement, and to perform
their respective obligations hereunder; (b) such execution, delivery and
performance will not (and with the giving of notice or lapse of time or both
would not) result in any breach of any agreements or other obligations to which
Executive or the Company is otherwise bound; and (c) this Agreement is a valid
binding obligation on the Executive and the Company.

13. 10. Arbitration

Except to the extent necessary for Executive to enforce rights under Section
13.9 above or for the Company to enforce its rights under Section 12 above, any
case or controversy arising among the parties hereto under this Agreement, or
the subject matter hereof, shall be settled by binding arbitration in New York
City under the then prevailing rules of the American Arbitration Association.
The decision of the arbitrators shall be final and binding and the party against
whom the award is rendered ("the non-prevailing party") shall be specifically
instructed in any such award to pay all reasonable attorney's fees,
disbursements of the prevailing party's legal counsel, arbitration costs,
expenses and filing fees incurred by the prevailing party in the arbitration
proceeding. The American Arbitration Association shall appoint Three (3)
arbitrators to preside at the said arbitration proceeding and the arbitrators
will determine in their decision and award, which is the prevailing party, which
is the non-prevailing party, the amount of the fees and expenses of the
prevailing party and the amount of the arbitration expenses. The arbitrators
will render their award, upon the concurrence of at least Two (2) of their
number, no later than Thirty (30) days after the conclusion of the arbitration
proceedings. Judgment may be entered on the award of the arbitrators and may be
enforced in any court of competent jurisdiction.
<PAGE>   11

EMPLOYMENT CONTRACT (CONTINUED)

13.11 Remedies

All remedies hereunder are cumulative, are in addition to any other remedies
provided by law and may be exercised concurrently or separately, and the
exercise of any one remedy shall not be deemed to be an election of such remedy
exclusively or to preclude the exercise of any other remedy. No failure or delay
in exercising any right or remedy shall operate as a waiver thereof or modify
the terms of this Agreement.

13.12 Survival

Anything contained in this Agreement to the contrary notwithstanding, the
provisions of Section 5 (Withholding); and Section 12 (Restrictive Covenants
etc.): and Section 13. 1 -(Severability), and the other provisions of this
Section 13 (to the extent necessary to effectuate the survival of Section 12 )
shall survive termination of this Agreement and any termination of the
Executive's contract hereunder.

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
parties hereto as of the date first written above.

BY MITCHELL R KATCHER ('Executive")


Executed at New York City on March 7, 1997.

By:  Mitchell R. Katcher

BY FIDELITY STANDARD LIFE INSURANCE COMPANY. (Company" and/or "Fidelity")


Executed at New York City on March 7, 1997.

By:  Ronald S. Scowby
President and Chief Executive Officer

<PAGE>   12

EXHIBIT A

Page 1 of 2

POSITION DESCRIPTION

TITLES
CHIEF FINANCIAL OFFICER AND SENIOR EXECUTIVE VICE PRESIDENT AND CHIEF ACTUARY of

Fidelity Standard Life Insurance Company. FINANCIAL DIRECTOR (Designate) of
Finplan Investments Inc.

REPORTING LINE

Reporting to the Chief Executive Officer. Accountable to the Board of Directors
for Annual Valuation Report as Chief Actuary and Valuator of the life insurance
subsidiary companies. It is the intention (subject to the agreement of the
strategic partner/shareholder and the terms of any shareholders agreement yet to
be entered into between the controlling shareholders of the Company), that the
incumbent be appointed to Board of Directors after 12 months from the effective
date of employment.

EMPLOYER AND TERMS OF EMPLOYMENT

As per the Employment Agreement Effective Ist February 1997

OVERVIEW OF POSITION

The incumbent will act as both the Chief Actuary and the Chief Financial Officer
of Fidelity Standard Life Insurance Company, and will be expected to have a full
participative role in the active promotion of the Company's marketing
activities.

FUNCTIONAL RESPONSIBILITIES

Incumbent is responsible for, developing a plan of operation, and for
recruiting, leading, organizing and controlling the employees involved in the
following functional areas;

1.Actuarial

All actuarial aspects including new product pricing and development; preparation
and monitoring of all management reports and statistics; actual to budget
performances for all product pricing assumptions, including mortality and
morbidity experience; persistency experience; investment performance and expense
assumptions. Market intelligence and monitoring of competitor products and
performance. Incumbent is required to provide annual Valuation Report to the
Board of Directors.

2. Financial Reporting and Accounting and Taxation

Development of fully integrated financial and actuarial accounting records and
data bases. Recommending for implementation adequate internal control procedures
for proper division of duties for functions under the incumbent's control.
Responsible for all financial and management and shareholder reporting.
Preparation of financial forecasts and budgets and Annual Business Plan.
Preparation and filing of all government and regulatory reports including
prospectus materials; taxation returns; etc.

3. Treasury and Investment Control and monitoring of all bank accounts; custody
accounts; investment record keeping and liaison with investment sub-advisors.
Reporting of all investment transactions. Preparation and monitoring of asset
and liability matching practices. Monitoring of investment performance.

4. Underwriting and Reinsurances Recommending underwriting standards and
practices. Monitoring and negotiation of all reinsurance treaties in accordance
with approved guidelines. Reinsurance reporting and accounting systems and
controls.
<PAGE>   13
Page 2 of 2

POSITION DESCRIPTION (CONTINUED)

FUNCTIONAL RESPONSIBILITIES (continued)

5. Regulatory Reporting All regulatory reporting requirements and product filing
requirements, including; NAIC; State Insurance Departments: Taxation
Authorities; SEC; NASD; Financial Rating Agencies.

6. Marketing Support To provide back-up technical support to the Company's
marketing and product promotion programs, including the development of sales
illustration software and when required, to conduct sales and marketing seminars
and presentations concerning the Company's products, and to visit the Company's
major producers and distributors of product.

LIMITS OF AUTHORITY

1. Expenditure,

No expense may be incurred unless reflected in a budget previously approved by
the Board, or has been specially approved in writing by the CEO. Large
individual items of expenditure ( defined as amounts in excess of 1/4% of the
company's total annual expense budget ) including those previously approved in a
budget, require dual authorization and be subjected to a final review for
necessity prior to expenditure action.

2. Investments

There is no discretionary investment authority. All investment transactions to
be undertaken by outside professional advisors in accordance with pre-approved
Board Investment Guidelines.

3. Personnel

May hire persons in accordance with pre approved budget and personnel guidelines
and practices of the Company. Any proposed appointment or firing of a senior
employee (to be defined), or of an immediate sub-ordinate reporting directly to
incumbent, is required to be also approved by the CEO.

MEETINGS AND COMMITTEES

Is required to attend the following meetings;

1.       Quarterly Board of Director Meetings
2.       Quarterly Board Investment Committee Meetings
3.       Quarterly Board Audit Committee Meetings
4.       Monthly Marketing, Product Development and Operational Review Meetings
5.       All Management Investment Committee Meetings.