MANAGEMENT AGREEMENT


This agreement is entered into this         day of             , 1998 between
First American Capital Corporation, incorporated under the laws of and domiciled
in the State of Kansas (hereinafter referred to as "the Company") and First
Alliance Corporation, a life insurance holding company incorporated and
domiciled in Kentucky (hereinafter referred to as "FAC").

The principal place of business of  the Company  is 3360 SW Harrison Street,
Topeka, Kansas 66611 and the principal place of business of FAC is 2285
Executive Drive, Suite 308, Lexington, Kentucky 40505.

                             RECITALS

A.   The Company has need of numerous services, expertise and premises in the
management of its life insurance and annuity business conducted by its
wholly-owned life insurance subsidiary, First Life America Corporation ("FLAC")
including the following:

1)    Accounting & reporting of investments;

2)   Administrative Support management and staff including compensation, taxes
and benefits;

3)   Professional Services including Accounting, Data Processing and
miscellaneous Consulting;

4)   Regulatory Report Preparation a. Annual and quarterly statutory financial
statements b. Federal, State and County tax returns (including premium tax
returns, if any) c. Any reports required by Insurance regulator;

5)   Accounting, auditing and reporting services a.  Performing all accounting
functions including but not limited to accounts payable, general ledger posting
& maintenance, all account reconciliations, reconciliation of data processing
reports, preparation of financial statements & review thereof with Company
management b.  Processing and maintenance of the Company and FLAC investment
portfolio c.   Interface with the Company's independent auditors, prepare audit
work papers, assist auditors in the conduct of the audit, prepare financial
statements pursuant to Generally Accepted Accounting Principles (GAAP) d.
Prepare all annual & quarterly reports & financial statements necessary for
filing with the Securities & Exchange Commission e.   Miscellaneous other
accounting, auditing and reporting detail task;




6)   Underwriting, Policy Issue and Policyholder Service a. Requesting and
handling medical exams and attending physician statements b. Requesting
Inspection reports c. Medical Information Bureau (MIB) processing d. Issuance of
contracts; e. Evaluating all underwriting information and issuing underwriting
decision,              including consultation with the Medical Director, when
necessary.

7)   Reinsurance a.  Negotiating reinsurance Agreements b.  Processing
reinsurance cessions to reinsurer c.  Processing of reinsurance terminations to
reinsurer d.  Reconciling monthly reinsurance billings and remitting payment

8)   Transfer Agent a.  Interfacing with the transfer agent to process transfer
of the Company's stock b.  Assisting and scheduling of transfer agent
information required for annual shareholders meetings c.  Assisting and training
Company personnel in processing transfer request

9)   Policy Development & other actuarial interface services a.  Assisting in
the development of additional products to be marketed by FLAC b.  Working with
FLAC independent actuaries for year end statutory and GAAP actuarial
certifications c.  Working with FLAC illustrations actuary to help determine
required marketing illustrations.

10)  Claims processing a.  Investigating, processing, denying or paying
insurance policy claims b.  Reporting death claims to reinsurance company and
receiving reimbursement.

B.   First Alliance Corporation desires to provide the above described services
and expertise.

In consideration of the above recitals and the terms and covenants of this
agreement, the parties agree as follows: SECTION ONE (EFFECTIVE DATE)

This agreement shall become effective on the date of its execution by the
parties hereto. However, in the event this agreement is required to be filed
with the Kansas Department of Insurance, the effective date shall be the date
the Department of Insurance approves this agreement.






                SECTION TWO (COMPANY OBLIGATIONS)

First Alliance Corporation shall provide (and bear the expense of so providing)
all of the services, expertise and premises described in Recital A above EXCEPT
that the First Alliance Corporation shall neither provide nor bear the expense
of providing same in any matter 1.) not related to the conduct of the Company's
life insurance and annuity business; or 2.) arising out of the interpretation or
enforcement of this agreement.  First Alliance Corporation shall be responsible
for any losses incurred by the Company and its wholly-owned subsidiary, FLAC,
resulting from the providing of the services and expertise enumerated in Recital
A as a result of negligence.

            SECTION THREE (Company-RETAINED EXPENSES)

The Company shall be directly responsible for the payment of the following
expenses and, accordingly, are not included as a part of this contract. These
expenses generally relate to the operation of the Company's home office located
in Topeka, Kansas and to the conduct of its general business plan and are not
necessarily limited to the items enumerated below.

     1.   Fees to independent auditors, actuaries, legal counsel, investment
advisors, or any other professional advisor or consultant; 2.   Filing fees
required of any Federal, State or Local government authorities for the filing of
any annual, quarterly or other period reports; 3.   Federal, State or local
income, capital, franchise, premium or any other type of tax           on
revenue, income, assets or capital; 4.   Interest on any indebtedness; 5.
Medical Director fees and fees for Attending Physician Statements, inspection
reports, and para-med exams; 6.   Fees for membership in the Medical Information
Bureau and monthly processing charges; 7.   Fees or costs related to
publications including but not limited to the National Insurance Law Services,
Investment publications and etc.; 8.   Cost related to the merger or acquisition
of an insurance or insurance related company such as due diligence cost of
independent expert, brokers fees, legal fees and etc. Further, personnel of FAC,
other than its Secretary/Treasurer, used for merger or acquisition purposes
shall be reimbursed at cost plus 10%, cost to included all payroll related cost
and benefits; 9.   Office rent, general office expenses such as postage,
telegraph, telephone, printing bank service & administrative fees, service
bureau fees, bureau & association dues, publications, periodicals, office
supplies, equipment rental and any other general or miscellaneous business
expenses; 10.  Compensation, payroll tax expense and benefits of Company
employees including travel, entertainment or other employee related expenses;
11.  Computer hardware and software cost including any data transmission
requirements 12.  Any and all cost or expenses related to the conduct of the
Company's venture capital business.




              SECTION FOUR (EXPENSES NOT ENUMERATED)

In the event that any expense is incurred by the Company which is neither
enumerated nor described in this agreement, First Alliance Corporation shall
have no obligation to bear the cost of same. However, the parties may enter into
agreements separate and apart from this agreement with respect to said expenses
provided that those agreements are not in violation of any applicable laws or
regulations in any jurisdiction in which the Company conducts an insurance or
annuity business.

               SECTION FIVE (PAYMENTS FOR SERVICES)

In consideration for the services enumerated in Recital A above, the Company
shall pay to First Alliance Corporation a percentage of the life insurance and
annuity premiums "delivered" by First Life America Corporation's life insurance
agents.  The percentages shall be five and one-half percent (5.5%) of first year
premiums; four percent (4%) of second year premiums; three percent (3%) of third
year premiums; two percent (2%) of fourth year premiums; one  percent (1%)  of
fifth year premiums; one percent (1%) for years six (6) through ten (10) for ten
pay contracts and  one-half percent (.5%) for years six (6) through twenty (20)
for twenty pay contracts. Delivered premiums (and Policies) shall be defined as
premium received on new written business which has been underwritten by FLAC and
the policy accepted by the policy owner upon delivery by the agent.

                  SECTION SIX (TIME OF PAYMENTS)

The payments to the Company arising out of the calculations set forth in Section
Five above are to be remitted on a monthly basis and are due on or before the
fifth day of the month following the incurrence of the obligation to pay.

                  SECTION SEVEN (GOVERNING LAW)

It is agreed that this agreement shall be governed by, constructed and enforced
in accordance with the laws of the State of Kansas.

               SECTION EIGHT (BINDING ARBITRATION)

It is agreed by the parties herein that any disputes arising under this
agreement shall be submitted to binding arbitration under the rules of
commercial arbitration of the American Arbitration Association.

                 SECTION NINE (ENTIRE AGREEMENT)

This agreement shall constitute the entire agreement between the parties.  Any
prior understanding or  representation of any kind preceding the date of this
agreement shall not be binding on either party except to the extent expressly
set out in this agreement.

                    SECTION TEN (MODIFICATION)

Any modification of this agreement or additional obligation assumed by either
party in connection with this agreement shall be binding only if evidenced in a
written document signed by both parties. Said written document shall first have
been submitted to the Departments of Insurance in all states in which FLAC is
authorized to conduct any insurance or annuity business, if necessary, and has
not been disapproved by any such State's Department of Insurance.

                 SECTION ELEVEN (BINDING EFFECT)

This agreement shall inure to the benefit of and be binding upon the parties to
this agreement, their successors and assigns.

                SECTION TWELVE (TERM OF AGREEMENT)

This agreement shall be for a period of five years or the period of time the
Company markets the " First America 2000" initial contract, whichever occurs
first.  Upon the termination of this contract, the  fees to be paid First
Alliance Corporation pursuant to Section Five (Payment for Services) shall
continue until all such earned fees have been received by First Alliance
Corporation.

              SECTION THIRTEEN (PARTIAL INVALIDITY)

The invalidity of any part of this agreement will not and shall not be deemed to
affect the validity of any other part.  In the event that any provision of this
agreement is held to be invalid, the parties agree that the remaining provisions
shall remain in full force and effect as if they had been executed by both
parties subsequent to the expungement of the invalid provision.

                 SECTION FOURTEEN (NOTIFICATION)

Any notices required under this agreement shall be made to the party to receive
notice at the party's principal place of business as described in the first
paragraph of this agreement unless said party has notified the other party in
writing of a change of address pursuant to this section.

               SECTION FIFTEEN (PARAGRAPH HEADINGS)

The titles to the paragraphs of this agreement are solely for the convenience of
the parties and shall not be used to explain, modify or simplify the provisions
of this agreement.

        SECTION SIXTEEN (FAILURE TO INSIST ON PERFORMANCE)

Failure at any time to insist on performance of any term or provision of this
agreement shall not be deemed a waiver of any right reserved or any other
provision of this agreement.





SECTION SEVENTEEN (       FORCE MAJEURE)

Neither party shall be liable for delays in the performance of any of its
obligations hereunder due to causes beyond its reasonable control including,
without limitation, acts of God, strikes, computer equipment malfunction or
inability to obtain timely services or materials from usual sources.

                            SIGNATURES

In witness whereof each party to this agreement has caused it to be executed in
Lexington, Fayette County, Kentucky on the date indicated below.

FIRST AMERICAN CAPITAL CORPORATION (the Company)


 by: Date

              Title

 FIRST ALLIANCE CORPORATION ("FAC")


 by: Date

               Title