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                                                                    EXHIBIT 10.1

                       THIRD AMENDMENT AND JOINDER TO THE
                         DIRECTED REINSURANCE AGREEMENT

         THIS THIRD AMENDMENT AND JOINDER to the Directed Reinsurance Agreement
effective June 8, 1998 (the "Agreement") between World Marketing Alliance, Inc.
("Agency") and The WMA Corporation ("WMAC") is entered into by and among Agency,
WMAC and World Financial Group, Inc. ("WFG") as of the 12th day of July, 2001.

         WHEREAS, WFG, a wholly-owned subsidiary of AEGON Asset Management
Services, Inc. ("AEGON"), has acquired certain assets of Agency (the
"Acquisition");

         WHEREAS, as a part of the Acquisition, Agency has agreed to assign to
WFG, and WFG agreed to assume, the obligations arising on or after the Effective
Date, as defined below, of Agency pursuant to the Agreement provided the parties
entered into this Amendment as set forth below;

         WHEREAS, WFG has requested that WMAC consent to such assignment and
agree to amend the terms of the Agreement as set forth herein;

         WHEREAS, WMAC is willing to consent to such assignment and amend the
Agreement as set forth herein;

         NOW, THEREFORE, WMAC, Agency and WFG do hereby agree to amend the terms
and conditions of the Agreement as follows:

         1.       The term "Insurance Companies" as used herein shall hereafter
                  mean those life insurance companies with whom Agency has
                  selling agreements other than those life insurance companies
                  included in the definition of "WRL Companies" in the First
                  Right Agreement between WMAC and Western Reserve Life
                  Assurance Co. of Ohio of even date herewith (the "First Right
                  Agreement"). The term "Ceding Insurance Companies" as used
                  herein shall hereafter mean those Insurance Companies with
                  whom WMAC has reinsurance agreements in force.

         2.       Paragraph 1 of the Agreement is hereby deleted in its entirety
                  and the following new language is substituted therefore:

                  1.       Agency Obligations. During the term of this
                           Agreement, subject to the limitations set forth in
                           Paragraph 3 hereof, Agency shall:

                           (a)      notify WMAC of Agency's intent to engage in
                                    any selling efforts relating to any
                                    Insurance Company Products not sold by
                                    Agency as of the Effective Date (as defined
                                    below). Such notification shall be in
                                    writing and accompanied by a description of
                                    the specifications for such Products and the
                                    name and contact information of the
                                    Insurance Companies for such Products.
                                    Agency shall not engage in selling efforts
                                    for such Products for at least sixty (60)
                                    days after delivering all of such
                                    information to WMAC, in order to allow WMAC
                                    the opportunity to provide to such Insurance
                                    Companies for such Products the terms and
                                    conditions of reinsurance upon which WMAC
                                    desires


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                                    to reinsure such Products;

                           (b)      notify WMAC of Agency's intent to enter into
                                    a selling agreement with an Insurance
                                    Company. Such notification shall be in
                                    writing and accompanied by a description of
                                    the specifications for the Products to be
                                    covered by such selling agreement and the
                                    name and contact information of the
                                    Insurance Company. Agency shall not execute
                                    any selling agreement for at least ninety
                                    (90) days after delivering all of such
                                    information to WMAC, in order to allow WMAC
                                    the opportunity to provide the terms and
                                    conditions of reinsurance which WMAC desires
                                    to include in such selling agreement,
                                    including without limitation, a provision
                                    requiring that the Insurance Company provide
                                    to WMAC an opportunity to propose terms of
                                    reinsurance on all Products to be issued by
                                    the Insurance Company and written by the
                                    Agency;

                           (c)      at the option of WMAC, use its Best Efforts
                                    to assist WMAC in attaining the opportunity
                                    to reinsure all Insurance Company Products
                                    sold by the Agents on terms acceptable to
                                    WMAC, provided such reinsurance terms shall
                                    not require Agency, without Agency's
                                    consent, to accept commission rates less
                                    than the rates otherwise available on such
                                    Products, solely as a result of the
                                    reinsurance terms. Such assistance shall
                                    include, but not be limited to, providing:
                                    (1) certain benefits to the Ceding Insurance
                                    Companies not otherwise available to
                                    Insurance Companies such as access to
                                    certain Agency information, which
                                    information shall be at Agency's
                                    determination, which may include, for
                                    example, the Ceding Insurance Company market
                                    share data of business sold through Agency,
                                    locations of field offices, field force
                                    contacts and phone numbers, and field force
                                    commission schedules, (2) the greater of (i)
                                    50% more stage time than Insurance
                                    Companies', not to exceed the WRL Companies'
                                    allowed stage time, or (ii) WRL Companies'
                                    allowed time at Agency Sponsored Events, and
                                    (3) opportunity to participate in Agency
                                    sponsored product provider field
                                    communication mediums, which mediums shall
                                    be at Agency's determination, which may
                                    include, for example, mailings, group
                                    electronic messages, conference calls and
                                    televised broadcasts. The determination of
                                    providing such assistance shall take into
                                    account the best interest of the
                                    policyholders, agents and Agency;

                           (d)      use its Best Efforts to cooperate with WMAC
                                    in its negotiations with the Insurance
                                    Companies to enter into reinsurance
                                    agreements; and

                           (e)      use its Best Efforts from time to time in
                                    the course of the performance of this
                                    Agreement to advise Agency officers and
                                    employees who need to know the provisions of
                                    this Agreement in order to carry out Agency
                                    obligations hereunder.

                  For purposes of this Agreement, as used herein, "Best Efforts"
                  shall mean best commercially reasonable efforts and "Agency
                  Sponsored Events" shall mean any marketing event sponsored by
                  Agency upon which two (2) or more WRL Companies or Insurance
                  Companies are invited to participate. Agency agrees that,
                  during the term of


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                  this Agreement, it shall not enter into agreements containing
                  provisions similar to those contained herein, with any other
                  party. Further, subsections (a) and (b) above shall not apply
                  to situations where Agency offers a Product or enters into a
                  selling agreement with a Insurance Company so that an Agent
                  who transfers his licenses and customers to Agency may receive
                  trail commissions for Products sold to such customers before
                  transferring to Agency; provided that subsections (a) and (b)
                  shall apply to new sales.

         3.       Paragraph 9 is hereby amended by adding the following address
                  for WFG:

                          World Financial Group, Inc.
                          11315 Johns Creek Parkway
                          Duluth, Georgia 30097
                          Attention:  President

         4.       Paragraph 11 is hereby amended by adding the following to the
                  end of this section.

                          "Agency hereby assigns its rights and obligations
                          under this Agreement to WFG and from and after the
                          date hereof (the "Effective Date"), WFG hereby
                          expressly assumes all of Agency's obligations arising
                          on or after the Effective Date under this Agreement,
                          as amended, and agrees to be bound by its terms. From
                          and after the Effective Date, WFG shall be deemed to
                          be "Agency" hereunder."

         5.       All other terms and conditions of the Agreement shall remain
                  unchanged.

WFG hereby joins, and agrees from and after the Effective Date to be bound by
all of the terms and conditions of, the Agreement, as previously and hereby
amended, on the same basis as if WFG were "Agency" thereunder.


         IN WITNESS WHEREOF, this Third Amendment is executed on behalf of the
parties by their duly authorized representatives on the date first mentioned
above.


WORLD MARKETING ALLIANCE, INC.               THE WMA CORPORATION

By: /s/ S. Hubert Humphrey, Jr.             By  /s/ Edward F. McKernan
   ---------------------------------            --------------------------------

Title: Chief Executive Officer               Title: President & CFO
       -----------------------------                ----------------------------


WORLD FINANCIAL GROUP, INC.

By: /s/ Tim Stonehocker
   ---------------------------------

Title: President
       -----------------------------


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