EXHIBIT 10(L)

                        ADMINISTRATIVE SERVICES AGREEMENT

This  Administrative  Services  Agreement  ("Agreement")  is  entered  into  and
effective  as January 18, 2001  between  John  Hancock  Life  Insurance  Company
("Hancock"), a Massachusetts corporation,  and Legacy Marketing Group ("LMG"), a
California corporation, with reference to the following facts:

A.   Concurrently herewith Hancock and LMG are entering into a certain Marketing
     Agreement pursuant to which certain insurance business is to be marketed by
     LMG.

B.   That Hancock  desires to have LMG provide  services to Hancock with respect
     to this  business and LMG is willing to provide such  services,  subject to
     the terms and conditions of this Agreement.

Based on the foregoing facts, LMG and Hancock agree as follows:

1.   SERVICES

     1.1       From and after the date of this Agreement,  LMG agrees to perform
               certain Hancock accounting and service functions. Such accounting
               and service  functions shall consist of the activities  described
               in APPENDIX C, but only for the  Policies  recited in APPENDIX A.
               Consideration  for such  accounting and service  functions is set
               forth in APPENDIX B.

     1.2       LMG may provide  additional  services  for  Hancock  that are not
               specified in APPENDIX C.  Consideration  and other terms for such
               additional  services  will be  agreed  to by LMG and  Hancock  in
               writing prior to LMG's performance of such services.


2.   RIGHTS AND OBLIGATIONS OF HANCOCK

     2.1       Hancock has the sole  obligation  to its customers to provide for
               competent  administration  of the policies  administered  by LMG.
               Hancock  hereby  delegates  to LMG  certain  duties as  specified
               herein.

     2.2       Hancock shall be responsible for researching,  obtaining, and the
               registration  of any service marks issued by the U.S.  Patent and
               Trademark Office for use with the products  jointly  developed by
               LMG and Hancock, and any costs associated therewith,  and Hancock
               shall own all such  rights.  Hancock  grants to LMG a  gratuitous
               license for the use of such marks on LMG and Hancock  proprietary
               products.  Hancock will not use LMG's Service  Marks,  Trademarks
               and  Tradenames or the name of any affiliate of LMG in any way or
               manner   not   specifically   authorized   in   writing  by  LMG.
               Notwithstanding  the foregoing,  LMG may register and own its own
               marks  that  may  be  used  by  LMG to  market  products  jointly
               developed by LMG and Hancock that are underwritten by Hancock.

     2.3       With respect to claims that LMG is authorized to pay on behalf of
               Hancock,  Hancock shall be  responsible  for any and all costs of
               litigation  associated  with the payment of such claims.  Hancock
               shall have the sole discretion whether to litigate a claim. These
               expenses shall include,  but are not limited to, counsel fees and
               court fees.  Notwithstanding the foregoing,  Hancock shall not be
               responsible  for any costs or expenses  that arise out of any bad
               faith, gross misconduct or fraud on LMG's part.

     2.4       Hancock  shall have sole  responsibility  for filing  advertising
               materials  in those  states  that so require  prior to  approving
               their use by LMG. All costs  associated with such filings will be
               the responsibility of Hancock.

     2.5       Hancock  shall  be   responsible   for  the   establishment   and
               maintenance  of any  group  trusts  associated  with  such  group
               product filings and any costs associated therewith.

     2.6       Hancock shall be responsible for the processing of payments under
               the election of a settlement  option by the beneficiary or owner.
               LMG's  responsibilities  as  they  relate  to this  function  are
               detailed in APPENDIX C, Policyholder Services, Section 2. Hancock
               will supply LMG with software to calculate  estimated  settlement
               option payments.  Notwithstanding  the foregoing,  this provision
               shall not preclude LMG from processing such in the future.


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     2.7       Hancock shall be  responsible  for  determining  the benefits and
               claims payment procedures applicable to such coverage, if any.

     2.8       Hancock  shall,  at  least  semiannually,  conduct  a  review  of
               operations  of LMG.  At least one such  review will be an on-site
               audit of the operations of LMG.

     2.9       Currently, LMG does not perform medical underwriting for Hancock,
               however,  if granted  such  authority,  LMG will  comply with all
               underwriting  standards  established by Hancock and adhere to all
               pertinent   provisions   contained  in  applicable   Third  Party
               Administrator  statutes.  Hancock  shall be  responsible  for the
               underwriting  or  other  standards  pertaining  to  the  business
               underwritten by Hancock.

     2.10      LMG shall have no  authority,  nor shall it  represent  itself as
               having such authority,  other than as  specifically  set forth in
               this Agreement.  Without limiting the generality of the foregoing
               sentence,  LMG specifically agrees that it will not do any of the
               following without the prior written consent of Hancock:

               (a)  Litigation:   Institute,   prosecute  or  defend  any  legal
                    proceedings in connection with any matter  pertaining to the
                    Services  provided  pursuant to this  Agreement or Hancock's
                    business.

               (b)  Alterations:  Waive,  amend,  modify,  alter,  terminate  or
                    change any term, provision or condition stated in any Policy
                    Form or  discharge  any  contract  in the  name of  Hancock,
                    except as otherwise specifically provided in this Agreement,
                    such policy  forms or as a result of a complaint  resolution
                    in accordance with mutually  acceptable  written  guidelines
                    and procedures.

               (c)  Advice  to  Policyholders/Prospective  Policyholders:  Offer
                    tax,  legal,  or investment  advice to any  Policyholder  or
                    prospective Policyholder of Hancock under any circumstances,
                    with respect to a Policy or the Services  provided  pursuant
                    to this Agreement.

     2.11      Hancock  shall  provide LMG with written  notice of any change of
               authority of persons  authorized  and enumerated in APPENDIX D to
               provide LMG with instructions or directions  relating to services
               to be  performed by LMG under this  Agreement.  In the absence of
               timely notice and LMG relies to its detriment on  instructions or
               directions  from one who is no longer  authorized,  Hancock  will
               indemnify LMG for any loss or claim as a result of such reliance.


3.   RIGHTS AND OBLIGATIONS OF LMG

     3.1       LMG agrees to maintain the following insurance coverages:

               (a)  LMG will  possess an adequate  fidelity  bond for any losses
                    caused by the  dishonesty of LMG's  employees or agents (not
                    Wholesalers  or  Producers)  with  limits of at least *. LMG
                    will also maintain adequate surety bond(s) as so required in
                    the  states  which it is  compelled  to do so. LMG will file
                    such bond, if so required,  with the appropriate agency. The
                    bond shall be executed by a corporate insurer  authorized to
                    transact   business   in  the  states   which   mandate  the
                    maintenance of such bond.

               (b)  LMG will  possess  and  maintain  at all  times  errors  and
                    omissions  coverage  with a limit of not less than * written
                    by an  insurer  with a minimum  Best's  rating  of A-.  Such
                    coverage will comply with the  requirements of the states in
                    which such insurance coverage is required.

               (c)  LMG  will  possess  and  maintain  commercial,  general  and
                    liability  insurance  with  limits  of not  less  than * per
                    occurrence combined single limit.

               (d)  LMG will require its  Wholesalers  and Producers to maintain
                    Errors and Omissions coverage per Wholesaler or Producer, or
                    per occurrence,  or through LMG's exclusive  coverage with a
                    limit of not less than *, which is offered on a per contract
                    sold basis


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     3.2       In the event  malfunction  of the LMG systems  causes an error or
               mistake in any record,  report, data, information or output under
               the terms of this Agreement, LMG shall at its expense correct and
               reprocess such records.  LMG will reimburse Hancock for any costs
               and/or  expenses  associated  with such error or mistake.  In the
               event  Hancock  discovers  any such  errors or  mistake it shall,
               within three (3)  business  days after  discovery,  notify LMG in
               writing of such error or mistake  in any  record,  report,  data,
               information or output received by Hancock.

     3.3       LMG shall respond to all  correspondence  of a routine nature and
               other general functions necessary for satisfactory administration
               of the  Policies  referenced  in APPENDIX  A. LMG shall  maintain
               complaint files and complaint logs to comply with applicable laws
               and  regulations.  LMG shall use its best  efforts to comply with
               the   service   standards   attached   hereto  as   APPENDIX   E.
               Notwithstanding  the  foregoing,  Hancock  retains  the  ultimate
               responsibility  for the  filing of such  complaint  logs or files
               with the appropriate regulatory agencies.

               If   LMG receives:

               (a)  notice of the commencement of any legal proceeding involving
                    any of Hancock's customers; or

               (b)  a  communication  from  any  insurance   department,   other
                    administrative  agency or any  other  person  identifying  a
                    complaint  by any  Hancock  customer  or  calling  a hearing
                    involving any Hancock practice; or

               (c)  written complaints  regarding Hancock Policies referenced in
                    APPENDIX A from  customers of Hancock (oral  complaints  are
                    directed to make such  complaint  in writing  and  therefore
                    will be handled in  accordance  with such written  complaint
                    handling procedures); or

               (d)  a demand  or  request  by any  court,  government  agency or
                    regulatory  body to examine  any of the books and records of
                    Hancock relating to Policies or services; or

               (e)  LMG will notify Hancock within two (2) business days of such
                    receipt. LMG will send copies of any necessary documentation
                    to  Hancock  within  three  (3)  business  days or sooner if
                    reasonably requested by Hancock, and will cooperate with and
                    assist   Hancock   in   responding   to  such   document   .
                    Notwithstanding   the  foregoing,   written  guidelines  and
                    procedures for such assistance will be established by mutual
                    agreement of LMG and Hancock.

     3.4       LMG will maintain a file containing any  correspondence  relating
               to complaints  received from Hancock  customers and/or government
               agency or  regulatory  body for a period of seven (7) years  from
               receipt of the complaint letter.  Hancock will respond to summons
               and  complaints  commencing  legal  actions  on its  own  behalf.
               Hancock will also be responsible  for the costs  associated  with
               responding to such summons and complaints commencing legal action
               on its own behalf.

     3.5       LMG will  provide  a  written  notice,  approved  in  writing  by
               Hancock,  to  policyholders  advising  them  of the  identity  of
               Hancock  and  LMG,   and  the   relationship   between  LMG,  the
               policyholder and Hancock.

     3.6       LMG  will  only  use  advertising   pertaining  to  the  business
               underwritten  by Hancock  that Hancock has approved in writing in
               advance of its use.  If so  required,  Hancock  shall  obtain the
               prior approval of the appropriate  Department of Insurance before
               approving  advertising  for  use by  LMG.  Hancock  will  also be
               responsible   for  all  costs   associated  with  obtaining  such
               approval.

     3.7       LMG is responsible for system  modification costs for initial new
               product  development.  LMG  is  not  responsible  for  the  costs
               associated for other  modifications that are not necessary to the
               normal  course of  business.  "New product  development"  will be
               defined  and  agreed  on  prior  to  development.   Hancock  will
               reimburse LMG for any system  modification  costs  requested that
               are beyond those  necessary  to the normal  course of business at
               its standard rates illustrated in APPENDIX B.

     3.8       LMG will comply with all of the relevant provisions  contained in
               applicable Third Party Administrator statutes including,  without
               limitation,  applicable licensing or authorization  requirements.
               LMG  is  licensed  or  otherwise  authorized  as  a  third  party
               administrator in all states which require such licenses or


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               authorizations. If any provision of this Agreement is in conflict
               with the laws of the State which  governs  this  agreement,  such
               provision will be deemed to be amended to conform with such laws.
               Further,  if the laws of the State which  governs this  Agreement
               require the inclusion of certain provisions of relevant statutes,
               this Agreement shall be deemed to be amended to conform with such
               laws.

     3.9       LMG grants to  Hancock a  gratuitous  license  for the use of its
               marks on LMG and Hancock proprietary  products.  LMG will not use
               Hancock's Service Marks,  Trademarks and Tradenames,  or the name
               of  any  affiliate  of  the  other  in  any  way  or  manner  not
               specifically authorized in writing by the other.


4.   QUALITY AND LIMITATION OF SERVICES

     4.1       All services to be provided by LMG under this Agreement  shall be
               performed in accordance with the policies and procedures mutually
               agreed to by both parties, industry standards, good faith efforts
               to comply with the service standards  attached hereto as APPENDIX
               E and in accordance  with all  applicable  laws and  regulations.
               Hancock  and LMG  will use  their  best  efforts  to agree to and
               document  within  60 days of  execution  of  this  Agreement  the
               policies and  procedures  for all such services to be provided by
               LMG on behalf of Hancock.

5.   HOLD HARMLESS AND INDEMNIFICATION

     5.1       LMG shall  indemnify and hold  harmless  Hancock from any and all
               claims,  liability,  costs  and  expenses,  including  reasonable
               attorneys'  fees,  arising  out  of  LMG's  negligent  act(s)  or
               omission(s);  LMG's  refusal  to  comply  with the  terms of this
               Agreement;  LMG's  failure to comply  with any law or  regulation
               with respect to its duties hereunder except that LMG shall not be
               required to  indemnify  or hold  harmless  Hancock for any act or
               omission  of LMG  which was  directed  orally  or in  writing  by
               Hancock  unless  LMG knew  that such  direction  by  Hancock  was
               contrary  to  applicable  law  or  regulation  or  was  otherwise
               contrary  to good  business  practices  and LMG  failed to advise
               Hancock.

     5.2       Hancock  shall  indemnify  and hold harmless LMG from any and all
               claims,  liability,  costs  and  expenses,  including  reasonable
               attorneys'  fees,  arising out of Hancock's  negligent  act(s) or
               omission(s);  Hancock's  refusal to comply with the terms of this
               Agreement; Hancock's failure to comply with any law or regulation
               with respect to the offering or sale of contracts, or the records
               maintained.

     5.3       Neither party shall be entitled to indemnification from the other
               party for any claim  resulting  from its own negligent  act(s) or
               omission(s).

     5.4       If any claim is made by a party  which would give rise to a right
               or  indemnification  under  paragraph  5.1 the party  entitled to
               indemnification  (the  "Indemnified  Party")  promptly  will give
               notice   of  the  claim  to  the  party   required   to   provide
               indemnification  (the  "Indemnifying  Party").  The  Indemnifying
               Party shall have the right, at its option and its own expense and
               by its own  counsel,  to  participate  in the defense of any such
               indemnified claim for which  indemnification  is provided by this
               Agreement.  Notwithstanding the foregoing, the Indemnifying Party
               shall not have the right to control or represent the  Indemnified
               Party in the defense of any claim.

6.   ASSIGNMENT, MODIFICATION AND TERMINATION OF AGREEMENT

     6.1       Neither  party  may  assign  or  delegate  all or any part of its
               rights  and/or  duties under this  Agreement  without the written
               consent,  as  signed  by one or more of the  personnel  shown  on
               APPENDIX D, of the granting party.

     6.2       This  Agreement  may be  modified or amended at anytime by mutual
               agreement of the parties,  provided the modification or amendment
               is in writing,  by one or more of the personnel shown on APPENDIX
               D or by any other  authorized  officer of such party.  APPENDIX D
               may be modified by a party by notice to the other  party,  signed
               by an authorized officer of such party.

     6.3       The  termination  of this  Agreement is governed by the following
               provisions:


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               (a)  LMG or Hancock may terminate this Agreement without cause by
                    twelve  (12)  months  written  notice  to  the  other.  This
                    Agreement  may be  terminated  by  mutual  agreement  of the
                    parties in writing at any time.

               (b)  LMG shall provide Hancock ninety (90) days written notice if
                    LMG desires to increase its fees or charges to Hancock or to
                    change  the  manner of payment or to change any of the other
                    terms and conditions of this Agreement. Hancock must respond
                    to  such   request   within  sixty  (60)  days  of  receipt.
                    Processing  fees,  systems  time and  material  rates may be
                    increased annually.

               (c)  If either of the parties hereto shall materially breach this
                    Agreement or be materially in default in the  performance of
                    any of its duties and obligations  hereunder (the defaulting
                    party),  the aggrieved  party hereto may give written notice
                    thereof  to the  defaulting  party  and if such  default  or
                    breach shall not have been remedied  within  forty-five (45)
                    days after such written notice is given,  then the aggrieved
                    party may  terminate  this  Agreement by giving  thirty (30)
                    days written  notice of such  termination  to the defaulting
                    party.  This  Agreement  shall  terminate  immediately  upon
                    expiry of the 30 day notice period.


               (d)  Notwithstanding anything herein to the contrary,  Hancock or
                    LMG may  immediately  terminate  this  Agreement with cause,
                    upon written notice to the other.  Cause  includes,  without
                    limitation,  acts or omissions that  constitute  fraudulent,
                    criminal or unethical  activity or blatant disregard for the
                    terms and conditions of this Agreement.

               (e)  Termination  of this  Agreement  by  default  or  breach  by
                    Hancock  shall not  constitute a waiver of any rights of LMG
                    in   reference   to   services   performed   prior  to  such
                    termination;  termination  of this  Agreement  by default or
                    breach by LMG shall not  constitute  a waiver by  Hancock of
                    any other rights it might have under this Agreement.

               (f)  In the event that this Agreement is  terminated,  LMG agrees
                    that, in order to assist in providing  uninterrupted service
                    to  Hancock,   LMG  shall  offer  reasonable   analysis  and
                    programming  assistance to Hancock in converting the records
                    of Hancock from the LMG system to whatever service or system
                    is selected by Hancock,  subject to reimbursement to LMG for
                    such  assistance  at its standard  rates as  illustrated  in
                    APPENDIX B.

               (g)  In the event that this  Agreement  terminates for any reason
                    other than by mutual  written  agreement,  as  provided  for
                    above in Section 6.3(a),  LMG and Hancock agree that LMG, at
                    Hancock's    option,    will   continue   to   provide   the
                    administrative  services on behalf of Hancock,  as set forth
                    in this Agreement,  for up to one year from the date of such
                    termination.

               (h)  In the event either party  becomes or is declared  insolvent
                    or bankrupt,  is the subject of any proceedings  relating to
                    its  liquidation,  insolvency  or for the  appointment  of a
                    receiver or similar  officer for it, makes an assignment for
                    the benefit of all or substantially all of its creditors, or
                    enters into an agreement for the continuation, extension, or
                    readjustment of all or substantially all of its obligations,
                    other than those  agreements  entered  into as part of LMG's
                    normal course of business,  the other party may  immediately
                    terminate this Agreement for cause.

               (i)  Hancock  shall provide  fifteen (15) days written  notice of
                    termination,  modification or cancellation of this Agreement
                    to the  appropriate  Departments  of Insurance if and to the
                    extent  required by applicable  law or  regulation.  Hancock
                    shall  fulfill any lawful  obligations  with  respect to the
                    Policies   referenced  by  APPENDIX  A  of  this  Agreement,
                    regardless of any dispute between LMG and Hancock.

               (j)  Termination of this Agreement does not affect in any way the
                    Marketing Agreement, executed concurrently herewith.

7.   RECORDS MAINTENANCE AND CONFIDENTIALITY

     7.1       This Agreement shall be retained as a part of the official record
               of both LMG and Hancock for the  duration of this  Agreement  and
               for seven years after the termination of this Agreement.


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     7.2       LMG will maintain  complete books and records of all transactions
               between LMG,  Hancock and its  policyholders.  LMG will  preserve
               detailed  and  adequate  books and  records  of all  administered
               transactions,   among  LMG,   Hancock   and  its   policyholders,
               sufficient   to  permit  the   insurer  to  fulfill  all  of  its
               contractual  obligations  to  insured  persons.  These  books and
               records shall be maintained in accordance with prudent  standards
               generally accepted in business record keeping.  LMG will maintain
               Hancock's  records intact and separate and apart from the records
               of  any  other  carrier.   The  documentation  will  contain  all
               pertinent documents in sufficient detail to identify the relevant
               dates,  events,  and  persons  participating  in those  insurance
               events.  LMG will maintain  complete  records of all transactions
               taken  pursuant to its Third  Party  Administrator  license.  The
               books and records shall be maintained  throughout  this Agreement
               and  for  ten  years   after  the   transaction   to  which  they
               respectively relate.

     7.3       Hancock  shall own the records  generated  by LMG  pertaining  to
               Hancock; however, LMG shall retain the right to continuing access
               to  records  to  permit  LMG to  fulfill  all of its  contractual
               obligations.  Hancock  and LMG  shall  have  continuing  right to
               access  and copy  all  accounts  and  records  maintained  by LMG
               related  to  Hancock's  business.  Any  appropriately  authorized
               governmental agency shall have access to all books, bank accounts
               and records of LMG and  Hancock  for the purpose of  examination,
               inspection   and  audit.   All   information   contained  in  the
               aforementioned  books and  records,  including  the  identity and
               addresses of  policyholders  shall be kept  confidential,  except
               that  such  information  may be  used in  proceedings  instituted
               against LMG or Hancock.

     7.4       In the event that LMG and Hancock cancel this Agreement, LMG may,
               by  written  agreement  with  Hancock,  transfer  all  records to
               Hancock or the  successor  administrator  rather than retain them
               for the period  referenced  in Section 7.2. If LMG  transfers the
               records to a successor  administrator  or to  Hancock,  LMG is no
               longer  responsible  for retaining  such  records.  The successor
               third party  administrator  shall  acknowledge  in writing in its
               agreement with Hancock,  or Hancock  itself shall  acknowledge in
               writing,  that it is  responsible  for  retaining the records for
               which LMG had previously been responsible.

     7.5       LMG will be given on-line access during Hancock's normal business
               hours to  Hancock's  producer/agent  database  for the purpose of
               inquiring   on  such  system  prior  to  LMG   processing   agent
               appointments.  Such access will  continue  until such time as LMG
               ceases to process agent appointments for Hancock.

     7.6       LMG acknowledges that certain  information  received from Hancock
               including,  without  limitation,  information  concerning Hancock
               customers or consumers, may be proprietary and/or confidential in
               nature.  All such  information  shall be used by LMG  solely  for
               purposes of  providing  services  pursuant to the  Administrative
               Services  Agreement between the parties.  LMG agrees to indemnify
               and hold  Hancock  harmless  from  any and all loss and  expenses
               sustained  by  Hancock  as a result  of the  unauthorized  use of
               proprietary  and/or  confidential  information  by  LMG,  or  its
               Wholesalers or Producers.

     7.7       Hancock  acknowledges that certain information  received from LMG
               may be  proprietary  and/or  confidential  in  nature.  All  such
               information   shall  be  used  by  Hancock  solely  for  purposes
               contemplated  by, and in a manner that is consistent  with,  this
               Agreement or the Marketing Agreement between the parties. Hancock
               agrees to indemnify  and hold LMG harmless  from any and all loss
               and expenses sustained by LMG as a result of the unauthorized use
               of proprietary and/or confidential information by Hancock.

     7.8       LMG and  Hancock  shall  each have in place  reasonable  security
               measures  to  safeguard  the   confidentiality   of  the  other's
               proprietary  and  confidential   information  and  the  nonpublic
               information of consumers and customers in their possession.

8.   TERM

     8.1       This  Agreement  shall  remain in force  and  effect  until  such
               agreement  terminates  as  provided  for in  Section  6.3 of this
               Agreement.

9.   COMPUTER SYSTEM AND PROPRIETARY RIGHTS

     9.1       Definitions: As used in this Agreement, the following terms shall
               have such meanings:


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<PAGE>

               (a)  "Administrative  Computer System" or "Computer System" shall
                    refer to all computer systems and related  materials used by
                    LMG to administer  the Policies,  including LMG  proprietary
                    software  and third party  licensed  software  comprised  of
                    computer programs and supporting  documentation,  including,
                    but not  limited  to,  source  code,  object  code input and
                    output formats, program listings, narrative descriptions and
                    operating  instructions and shall include the tangible media
                    upon   which   the   computer    programs   and   supporting
                    documentation  are recorded as well as the deliverable forms
                    and documents.

                    LMG'sproprietary  software and third party licensed software
                    are used to administer the Policies listed in APPENDIX A.

               (b)  "Property"   shall  mean  all   property  of  either   party
                    including,  but not  limited to,  data  records,  materials,
                    supplies,   computer  software,  customer  records,  premium
                    information, underwriting files, customer lists, sales data,
                    policyholder data, data on Wholesalers and Producers and any
                    other distribution systems.

     9.2       *

               (a)  *

               (b)  *

               (c)  *


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10.  GENERAL PROVISIONS

     10.1      LMG and Hancock agree this Agreement is an honorable undertaking,
               and each agree to  cooperate  with the other in carrying  out its
               provisions.

     10.2      If any clause,  paragraph,  term or provision  of this  Agreement
               shall  be  found  to be void or  unenforceable  by any  court  of
               competent  jurisdiction,  such finding  shall have no effect upon
               any other clause, paragraph, term or provision of this Agreement,
               and same shall be in full force and effect.

     10.3      For any notice under this  Agreement,  notice shall be sufficient
               and  effective  five (5) business  days after deposit in the U.S.
               Mail, postage prepaid,  return receipt requested, or upon receipt
               if delivered  personally  or by fax or facsimile or by a delivery
               service. Such notice shall be directed as follows:

To LMG:           Legacy Marketing Group
                  Preston Pitts, President
                  2090 Marina Avenue
                  Petaluma, California 94954


With copy to:     Stokes Lazarus & Carmichael LLP
                  80 Peachtree Park Drive
                  Atlanta, Georgia  30309


To Hancock:       John Hancock Life Insurance Company
                  Bruce Jones, Vice President
                  200 Clarendon Street
                  Boston, Massachusetts 02117


With copy to:     John Hancock Life Insurance Company
                  Marylou Gill Fierro, Senior Counsel
                  200 Clarendon Street
                  Boston, Massachusetts 02117

     10.4      Each party  expressly  represents  and  warrants  that it has the
               authority to enter into this Agreement and that it is not or will
               not be, by virtue of entering  into this  Agreement or otherwise,
               in  breach  of any  other  agreement  with  any  other  insurance
               company, association, firm, person, or corporation.

     10.5      The persons  signing this  Agreement on behalf of Hancock and LMG
               warrant,  covenant  and  represent  that they are  authorized  to
               execute this document on behalf of such corporations  pursuant to
               their bylaws or a resolution of their boards of directors.

     10.6      LMG shall,  in all cases and at all times,  observe  and obey the
               rules, regulations,  instructions and directives of Hancock which
               shall  be  equitable  and  consistent  with  the  terms  of  this
               Agreement.  Hancock  may,  from  time  to time  and at any  time,
               promulgate such rules,  regulations,  instructions and directions
               for its operations.

     10.7      LMG is an  independent  contractor.  Nothing  contained  in  this
               Agreement  shall be  construed  to  create  the  relationship  of
               employer  and employee  between  Hancock and LMG, nor shall LMG's
               employees,  Wholesalers  or Producers be considered  employees of
               Hancock for any purpose.

     10.8      This Agreement is the result of mutual  negotiations  between the
               parties  and shall not be deemed to have been  prepared by either
               party,  but  by  both  equally.   The  headings  of  the  several
               paragraphs  contained  herein are for convenience only and do not
               define, limit, or construe the contents of such paragraph.

     10.9      This  Agreement,  including  APPENDICES A, B, C, D and E attached
               and the  provisions  thereof,  constitute  the  entire  agreement
               between  the  parties.  This  Agreement  shall  be  governed  and
               construed in accordance with the laws of the State of California.
               Any similar  agreement  signed prior to the execution dates below
               is null and void and abrogated hereby. No change, waiver, or


                                       7
<PAGE>

               discharge  shall be valid  unless  in  writing  and  signed by an
               authorized  representative of the party against whom such change,
               waiver,  or  discharge  is  sought  to be  enforced.  No delay or
               omission  by either  party to  exercise  any right or power shall
               impair such right or power or be construed as a waiver.  A waiver
               by either of the parties of any of the  covenants to be performed
               by the other or any breach  shall not be construed to be a waiver
               of any succeeding breach or of any other covenant.

     10.10     When a policy is issued to a trustee or  trustees,  a copy of the
               trust agreement and any amendment thereto,  shall be furnished to
               Hancock  by LMG and  shall be  retained  as part of the  official
               records of both LMG and  Hancock  for the  duration of the policy
               and for six years thereafter.

     10.11     Any  policies,  certificates,  booklets,  termination  notices or
               other  written  communication  delivered  by  Hancock  to LMG for
               delivery  to  insured  parties or  covered  individuals  shall be
               delivered   by  LMG  within  ten  (10)  days  after   receipt  of
               instructions  from Hancock to deliver them unless  applicable law
               or regulation requires an earlier delivery.

     10.12     Payment to LMG of any premiums or charges for  insurance by or on
               behalf of the insured party shall be deemed to have been received
               by Hancock,  and the payment of return premiums or claim payments
               forwarded by Hancock to LMG shall not be deemed to have been paid
               to the insured party or claimant until such payments are received
               by the insured party or claimant.

     10.13     During  the  term  of  this   Agreement  and  for  one  (1)  year
               thereafter,  Hancock and LMG shall not,  directly or  indirectly,
               solicit  for  employment  any person  employed  or working on the
               services provided hereunder within the preceding 12 months by the
               other party or any affiliate of the other party without the prior
               written consent of the other party; provided however; that (i) in
               the  event  either  party  uses the  services  of a  professional
               recruiter  and provides  such  recruiter  solely with generic job
               duties and job descriptions  (without making any reference to the
               other  party  or  the  party's  affiliates)  and  such  recruiter
               contacts a qualified  candidate  who happens to be an employee of
               the other party and that candidate  initiates  contact  through a
               recruiter  with that  party,  then that  party  may  employ  that
               employee,  or (ii) in the event an  employee  of the other  party
               responds to a general  advertisement placed by a party, then that
               party may employ that employee.

     10.14     LMG shall provide  reasonable access during normal business hours
               to any location from which LMG conducts its business and provides
               services  to  Hancock  pursuant  to this  Agreement  to  auditors
               designated  in writing by Hancock for the  purpose of  performing
               audits for Hancock. Hancock shall give reasonable advance written
               notice of an audit and include in that  notice the matters  which
               it will audit. LMG shall provide the auditors any assistance they
               may reasonably require. Such auditors shall have the right during
               normal  business  hours to audit any business  record,  activity,
               procedure,  or  operation  of LMG that is  reasonably  related to
               LMG's  responsibilities  identified in this Agreement,  including
               the right to interview any LMG personnel involved in providing or
               supporting such responsibilities.

     10.15     Each party shall be excused from  performance  for any period and
               to the extent that the party is  prevented  from  performing  any
               services,  in whole or in part as a result of delays caused by an
               act of God, war, civil  disturbance,  court order, labor dispute,
               or other cause beyond that parties reasonable control,  including
               failures or fluctuations in electrical  power,  heat,  light, air
               conditioning,    or   telecommunications   equipment   and   such
               non-performance   shall  not  be  a  default   or  a  ground  for
               termination.  Notwithstanding  the above, LMG agrees that it will
               establish  and  maintain  reasonable  recovery  steps,  including
               technical  disaster recovery  facilities,  uninterruptable  power
               supplies for computer  equipment and communications and that as a
               result  thereof LMG will use its best  efforts to ensure that the
               Computer  System  shall  be  operational  within  48  hours  of a
               performance   failure.   LMG's  Rome,   Georgia,   and  Petaluma,
               California,  offices will  provide for each others'  off-premises
               site for storage of backup software for the operating systems and
               data files.

     10.16     In no event and under no  circumstances,  however,  shall  either
               party under this Agreement be liable to the other party under any
               provision of this  Agreement  for lost profits or for  exemplary,
               speculative, special consequential or punitive damages.

     10.17     Any  claim  or  dispute  arising  out  of  or  relating  to  this
               Agreement,  or any claimed breach  thereof,  or arising out of or
               relating to the relationship between the parties shall be settled
               by   arbitration   administered   by  the  American   Arbitration
               Association, in San Francisco,  California,  under its Commercial
               Arbitration  Rules and the judgment on the award  rendered by the
               arbitrator may be entered in any court having jurisdiction.


                                       8
<PAGE>

     10.18     The  parties  agree  that this  Agreement  constitutes  the full,
               complete and entire  Agreement  between them and  supersedes  all
               prior understanding, agreement, conversations, or representations
               between  them  with  respect  to  the  subject   matter  of  this
               Agreement.  Any prior agreement between LMG and Hancock regarding
               the same subject matter is null and void and abrogated hereby.

     10.19     Survival:  Sections 5, 6.3(f),  6.3(g), 7, 10.9, 10.13, 10.14 and
               10.16 shall survive the termination of this Agreement.






               {Remainder of this page intentionally left blank.}


                                        9
<PAGE>

In witness  whereof,  the parties here to have executed  this  Agreement to take
effect on the effective date specified above.


LEGACY MARKETING GROUP

By: /s/ Don J. Dady

Title:  V.P. Product Development

Date:  January 18, 2001



JOHN HANCOCK LIFE INSURANCE COMPANY

By:     /s/ Bruce M. Jones

Title:  Vice President

Date:   January 18, 2001


                                       10
<PAGE>


                                   APPENDIX A


                              GEOGRAPHIC TERRITORY:

The District of Columbia and all states except Alabama


                                  POLICY FORMS





State required variations of the above referenced forms may be required.


                                       11
<PAGE>


                                   APPENDIX B


                                 PROCESSING FEES

1.   Multi Year Guarantee Products

          a.   Acquisition Fees: One time fee of *** per application received.

          b.   Maintenance:  *** per  inforce  Policy per year to be paid weekly
               pro rata.

          c.   Terminations:  One  time  fee  of  ***  to be  paid  at  time  of
               surrender,  maturity,  election of a  settlement  option or death
               claim of each Policy.

          d.   Payment of Claims: *** per death claim paid by LMG in addition to
               the *** termination fee, as provided above in ss. c.

2.   Agent Appointment and Termination: *** per agent appointment per state; ***
     per agent termination per state.

3.   Out-Of-Pocket Expenses

          a.   In  addition  to the fees set forth  above,  LMG will  forward to
               Hancock on a monthly basis a bill for the out of pocket  expenses
               listed below. Such invoice will include  adjustments for any fees
               due to Hancock from LMG as a result of Agent  initial and renewal
               appointment  fees which are due or have been  collected from such
               Wholesalers  and  Producers.  Hancock  will  reimburse  LMG  with
               fifteen  (15)  days of  receipt  of such  bill.  If LMG  does not
               receive  reimbursement  within  fifteen  (15) days,  Hancock will
               allow LMG to draw the following  out of pocket  expenses from the
               disbursement account. Out-of-pocket expenses are expenditures for
               the items such as those  listed  below and any other items agreed
               to in writing by the parties:

               (1)  Costs of telecommunication  lines and equipment installed to
                    provide  primary and back-up  support for on-line  access to
                    LMG's administrative system and transmission of data.

               (2)  The  costs  involved  with  off-site   storage  for  Hancock
                    records,  documents,   correspondence  and  other  items  as
                    provided in this Agreement,  or cost of shipping those items
                    to Hancock.

               (3)  The costs associated with Agent  (Wholesalers and Producers)
                    appointments  and  terminations,  including Agent background
                    investigations  and  Agent  initial   appointment  fees  and
                    termination  fees  referenced  in  the  Marketing  Agreement
                    executed concurrently with this Agreement.

          b.   Hancock  will  be  responsible   for  cash   management  of  this
               disbursement  account and LMG agrees to provide  Hancock  records
               and information to properly perform this function.

4.   Systems Time and Materials Rates

          Under certain conditions as set forth in this Agreement,  Hancock will
          reimburse  LMG for the  costs  of  systems  modifications  or  systems
          support at the following rates:

          Chief Information Officer                         * per hour
          Director--Technical Support                       * per hour
          Senior Programmer Analyst                         * per hour
          Programmer Analyst                                * per hour
          Senior Business Analyst                           * per hour
          Project Manager                                   * per hour
          Business Analyst                                  * per hour
          Tester                                            * per hour


                                       12
<PAGE>

5.   Payment of Processing Fees.

          Hancock  will pay LMG the  processing  fees from 1 and 2 weekly.  Fees
          from 1 and 2 will be paid by wire transfer within 5 days of receipt of
          such documentation.

6.   Compensation Not To Be Contingent

          This Agreement shall not provide for compensation,  commissions,  fees
          or  charges  which  are  contingent  upon  savings   effected  in  the
          adjustment,  settlement and payment of losses (the loss ratio) covered
          by  Hancock's  obligations.  In the event that LMG  adjusts or settles
          claims on  behalf of  Hancock,  such  compensation  shall in no way be
          contingent on claims experience.

          This  provision  does not prevent the  compensation  of LMG from being
          based on premiums or charges collected or the number of claims paid or
          processed or  performance-based  compensation  for providing  auditing
          services. LMG will not receive any administrative  compensation except
          as expressly set forth in this Agreement between LMG and Hancock.

7.   LIMRA CAP Survey Response Fees

          Hancock  will pay LMG a flat fee of *** per reply that LMG prepares in
          response to LIMRA CAP survey  answers.  LMG will  maintain a record of
          the responses to policyholders  that it prepares on behalf of Hancock.
          The record will  indicate  the number of such  responses  prepared and
          will be forwarded as an invoice to Hancock on a monthly basis. Hancock
          remit  payment  to LMG  within  twenty  (20) days of  receipt  of such
          invoice.

8.   Additional  compensation  to be paid to LMG by  Hancock  for  services  not
     contemplated herein shall be mutually decided by both parties.

All fees set  forth in this  Agreement  shall be  reviewed  annually  by LMG and
Hancock to ensure that such fees remain constant with any inflation.


                                       13
<PAGE>


                                   APPENDIX C


                             SERVICES TO BE PROVIDED


These  services are to be performed by LMG in  accordance  with the policies and
procedures  mutually agreed to by both parties,  applicable laws and regulations
and reasonable industry standards.

1.   Services:

     Clerical Processing of Agent Appointment and Termination with States

     Appointment

     1.   Review signed Producer Agreement for completeness and accuracy,  input
          agent information into the Computer System

     2.   Conduct Background Investigation on Producer, including credit report,
          NAIC RIRS inquiry,  Vector Check, state licensing check (in all States
          in which Producer  requests  appointment),  criminal  check,  and past
          employment check.

     3.   If Producer meets LMG/Hancock contracting criteria,  complete and mail
          all state required  appointment  forms or electronic  transmission  of
          appointment data to state.

     4.   Depending on state  criteria,  once  appointment  is effective,  input
          appointment  information  into the Computer  System system for renewal
          tracking, new business processing and weekly transmission to carrier.

     Termination

     1.   Complete and mail state required forms or electronic  transmission  to
          terminate agent's appointment in state(s).

     2.   Update the Computer System with  appropriate  appointment  termination
          into the Computer System to prohibit new business processing.  Monthly
          transmission of agent termination information to carrier.

     Appointment Renewal Processing

     1.   LMG will  forward  to  Hancock  within  three (3)  business  days of a
          written request by Hancock any Producer address that is required to be
          provided to a regulatory agency.

     Clerical  Processing  of Transfers  (1035x,  CD Money  Market,  Mutual Fund
     Qualified Transfers)

     1.   Review all  transfer  documentation  for  completeness  and  accuracy,
          including receipt of all state specific forms (replacements).

     2.   Contact transfer institution for verification of account information.

     3.   Mail required documentation including state specific forms to transfer
          institution.

     4.   Mail initial letter to applicant confirming receipt of application.

     5.   Contact transfer  institution on a regular basis until receipt of such
          funds.

     6.   Once all funds are received complete Contract Issue.


                                       14
<PAGE>

     Contract Issue

     1.   Review  all  annuity   applications  for  completeness  and  accuracy,
          including state product availability and agent licensing.

     2.   Input application into LMG's administrative system.

     3.   Process any transfers, as previously defined.

     4.   Generate state specific policy forms.

     5.   Mail policy to Producer for delivery.

     6.   Follow-up  on  any  outstanding  delivery  requirements  and  delivery
          receipt.

     7.   Once all outstanding  requirements are received,  apply the premium to
          policy,  place the policy inforce and generate a commission payment to
          agent.

     Policyholder Service

     Includes  all   maintenance  on  all   certificates/policies   after  issue
     (inforce). Responsibilities include the following:

     1.   Responding  to all  written  or  verbal  consumer  or agent  inquiries
          regarding an inforce policy.

     2.   Clerical processing of the following financial transactions:
          Withdrawals (including systematic withdrawal income and
          Minimum Required Distributions).
          Partial surrenders.
          Full surrenders, including 1035X.
          Strategy transfers.
          Election of a settlement option by owner or beneficiary
          (however LMG will not process the actual payments under a
          settlement option). LMG will provide Hancock with the all
          required documentation to process the payments under such
          election within ten (10) business days of receipt of completed forms.
          Free Look or Not Taken processing
          Additional Deposit(s)
          Claims processing, as defined in this Agreement

     3.   Clerical processing of the following non-financial transactions.
          Address changes
          Beneficiary changes
          Ownership changes
          Mailing of quarterly statements
          Collateral Assignment
          Review of legal documents (not limited to POA, Guardianship).


     4.   Maintain a toll-free telephone line for policyholders.

     Clerical processing is defined as reviewing requests to determine all state
     and  carrier  mandated  forms  have been  completed,  data  entry  into ALS
     (administrative  system) to record such  transaction and providing  written
     confirmation to policyholder of such clerical processing.

     Maintenance of Policyholder Records

     LMG  will be  responsible  for the  maintenance  of  policyholder  records.
     Specifically,  LMG will maintain accurate and complete policyholder records
     according  to the  provisions  of this  Agreement.  Paper  records  will be
     maintained in an offsite storage facility. Copies of all paper records will
     be  permanently   scanned  with  LMG's  imaging  system.   Records  of  all
     transactions will also be maintained in LMG's administrative system.

     Data  Processing  Services - All data files  provided to Hancock will be in
     formats that are mutually  agreed to by both parties.  Month end cutoff for
     all  accounting  files will be the 21st of each month or the prior business
     day unless  otherwise  agreed upon by both parties.  {Need to specify month
     end.)

     1.   Maintenance  of the general  ledger for all  premium and  disbursement
          cash accounting as well as all policy related financial transactions.

     2.   Within ten (10) days of month end LMG will transmit the general ledger
          interface to Hancock for financial statement preparation.

     3.   Maintain policy transaction data files.


                                       15
<PAGE>

     4.   Transmission  of policy  transaction  data  files to  Hancock  for the
          preparation of reserve calculations.

     5.   Provide   computer-accessible    valuation   data:   account   balance
          information, policyholder activity, and policy provision data (such as
          changing  schedules of  interest)  at a sufficient  level of detail to
          make  Statutory   Valuation  and  GAAP  accounting   possible  without
          resorting  to  estimates.  Create and  transmit  the data files with a
          sufficiently  early  effective  date that they may be used by  Hancock
          before the calendar month end.

     6.   Provide ledger input data whose end-of-month close date coincides with
          the effective date for the valuation data.

     7.   Provide Hancock with a complete file extract of all policyholder  data
          from the  administration  system  once per month in a mutually  agreed
          upon format.  Such policyholder data is confidential and shall only be
          used  by  Hancock  for  the  purpose  of  performing  demographic  and
          marketing research.  Any other use of such data requires prior written
          consent by LMG. More frequent  updates or incremental  updates will be
          provided at a mutually agreed upon date.

     Agent Compensation

     LMG is  responsible  for weekly  processing and payment via check or ACH of
     first year and  trailing  commissions  to its  Wholesalers  and  Producers.
     Commission  payments  result  from  premium  being  applied to  appropriate
     Hancock  policies.  LMG is responsible for generating the weekly commission
     statements,  maintenance  of  year  to  date  commission  information,  and
     processing of the actual commission payment. Agent compensation amounts are
     determined by the  Producer's  LMG contract  level,  product  type,  age of
     annuitant and owner, and premium amount.

     Premium Accounting

     LMG is responsible for receiving premium checks and depositing into Hancock
     depository  bank  account.  The  receipt  of  premium  is  recorded  in the
     administrative  system and a general  ledger entry is created to record the
     deposit.  However,  LMG is not responsible for investing and managing these
     assets.

     Tax  Reporting to Agents

     LMG  will be  responsible  for  the  reporting  on a  yearly  basis  to its
     Producers and Wholesalers information on all commissions earned, as well as
     other compensation from incentive trips, etc. Such reporting to Wholesalers
     and  Producers  will consist of generating  and mailing of 1099 forms.  LMG
     will  also be  responsible  for the  transmission  of such  records  to the
     applicable  federal  and  state  taxing   authorities.   LMG  policies  and
     procedures comply with all state and federal regulations.

     Tax  Reporting to Policyholders

     LMG is  responsible  for the  reporting on a yearly basis to  policyholders
     information  regarding  certain  financial  transactions  on  such  Hancock
     policies.  Reporting to policyholders consists of generating and mailing of
     1099 forms,  Year End  Account  Balances  and 5498 forms.  LMG will also be
     responsible for the transmission of such records to the applicable  federal
     and state taxing  authorities.  LMG policies and procedures comply with all
     state and federal  taxing  authority  regulations.  Such tax reporting only
     encompasses  disbursements  that  are  made by LMG on  behalf  of  Hancock.
     Hancock shall be responsible for any tax reporting for  disbursements  that
     are made by Hancock directly.

     Tax  Reporting to Vendors

     LMG will be responsible  for the reporting on a yearly basis to its vendors
     information  on all  compensation  paid.  Such  reporting  to vendors  will
     consist  of  generating  and  mailing  of  1099  forms.  LMG  will  also be
     responsible for the transmission of such records to the applicable  federal
     and state taxing authorities. LMG's policies and procedures comply with all
     state and federal regulations.

     Tax  Reporting to Beneficiary(ies)

     LMG is responsible for the reporting to  beneficiary(ies) on a yearly basis
     information  regarding  receipt of lump sum claim  payments.  Reporting  to
     beneficiary(ies)  consist of generating and mailing of 1099 forms. LMG will
     also be responsible for the  transmission of such records to the applicable
     federal and state taxing  authorities.  LMG policies and procedures  comply
     with all state and federal taxing authority regulations. Such tax reporting
     only encompasses


                                       16
<PAGE>


     disbursements  that are made by LMG on behalf of Hancock.  Hancock shall be
     responsible  for any tax  reporting  for  disbursements  that  are  made by
     Hancock directly.

2.   Other Services:

     a.   Accounting Services

          (1)  Maintenance of general ledger system

          (2)  Reconciliation of all cash and suspense accounts monthly

          (3)  Furnishing  to  Hancock  of all  applicable  data  necessary  for
               preparation of Hancock NAIC Convention Blank

          (4)  Furnishing  to  Hancock  of all  applicable  data  necessary  for
               preparation of the Hancock corporate tax return

          (5)  Furnishing  to  Hancock  of all  applicable  data  necessary  for
               preparation of the Hancock GAAP financial statements

          (6)  Furnishing to Hancock of all  applicable  data  necessary for the
               preparation of the Hancock unclaimed property reports

          (7)  Furnishing to Hancock of monthly data sets of all applicable data
               necessary for the  preparation of the Hancock premium tax returns
               and payments

     b.   Actuarial Services

          (1)  LMG will assist and provide actuarial  support to Hancock.  LMG's
               responsibilities  will vary by each product jointly developed and
               may  include:
               Provide initial product specification
               Provide competitive analysis for the product
               Define pricing assumptions
               Provide any necessary support for pricing assumptions
               Share deterministic pricing  results
               Perform sensitivity analysis
               Provide final product specifications
               Define actuarial memorandum
               Provide Actuarial field support
               Monitor actuarial assumptions
               Assist in ongoing profit/pricing management of the business

          (2)  LMG will draft initial policy forms and  applications  to be used
               for each product  jointly  developed.  LMG will assist Hancock in
               the completion and  preparation of filing such forms,  and assist
               in the approval  process,  LMG's  responsibilities  may vary with
               each product jointly developed.

     c.   Advertising  Material  Development  LMG  will be  responsible  for the
          creation,  printing and distribution of all advertising  material used
          by LMG for such products jointly developed.  However,  LMG will obtain
          the necessary  approval from Hancock prior to use of such  advertising
          material.

     It is LMG's  intention  to provide all  administrative  services,  with the
     exception of the following:

     a.   Administration after the election of a settlement option by Owner, and
          any subsequent payments after such election.

     b.   Administration  after the  election of a settlement  option  resulting
          from a death, and any subsequent payments after such election.

3.   Collection and Disposition of Funds:

     All insurance  premiums  collected by LMG on behalf of Hancock,  and return
     premiums  received  from  Hancock,  shall  be  held  by LMG in a  fiduciary
     capacity and will not be used as general operating funds of LMG. Such funds
     shall be  immediately,  within two (2)  business  days be  remitted  to the
     person or persons entitled to them or shall be deposited  promptly,  within
     two (2)  business  days,  in a  Premium  Fiduciary  Account.  Such  Premium
     Fiduciary Account will be held in the name of Hancock.  However, it will be
     established and maintained by LMG in a federally or state insured financial
     institution,  separate  and apart from any funds  belonging to LMG or third
     parties.


                                       17
<PAGE>

     This Premium  Fiduciary  Account will at all times have a balance  equal to
     contributions  plus any interest earned less,  authorized  disbursements by
     Hancock.  If LMG is  authorized  to draw  checks on the  Premium  Fiduciary
     Account, this will be clearly indicated on their face.

     LMG may not pay any claim by withdrawals  from the  aforementioned  Premium
     Fiduciary Account.  Withdrawals from the Premium Fiduciary Account shall be
     made as provided in this  Agreement  between LMG and Hancock for any of the
     following:

     a.   Remittance to Hancock, if so entitled to such remittance;

     b.   Deposit in an account maintained in the name of Hancock;

     c.   Transfer to and deposit in a claims-paying  account, with claims to be
          paid as provided by Hancock.

     LMG will  maintain in a fiduciary  capacity,  Disbursement  Accounts  where
     Hancock will fund the balance and LMG is  authorized  to make the following
     disbursements:

     a.   Payment to LMG of its out of pocket  expenses,  as defined in Appendix
          B, Section 3a, and weekly commissions.

     b.   Remittance  of  return  premium  to the  person  or  persons  entitled
          thereto.

     c.   Any  policy/certificate  holder  disbursements,  including  payment of
          claims.

     LMG will pay claims from funds  collected on behalf of Hancock and shall be
     paid only on drafts of, and as authorized by Hancock. In the event that LMG
     receives monies to pay claims on behalf of Hancock, such funds will be held
     in a fiduciary  capacity.  No deposits  will be made into or  disbursements
     made from this  fiduciary  account  except for claims and claim  adjustment
     expenses.  This fiduciary account will at all times have a balance equal to
     the amount deposited less claims and claims adjustment expenses paid.

4.   Settlements/Reports:

     a.   As agreed upon but no later than twenty (20)  calendar days of the end
          of each month,  the prior  month's  balance  sheet  activity  shall be
          reconciled by LMG.

     b.   As agreed upon,  LMG shall provide  reports to Hancock,  including but
          not limited to the following items:

          (1)  General ledger report

          (2)  Premium and commission reports

          (3)  Claim reports

          (4)  Statutory reserve policy information

          (5)  FAS 97 detail policy information

     c.   Daily, LMG shall provide to Hancock,  including but not limited to the
          following items: (1) Cash control reports,  beginning the first day of
          business

     d.   Weekly (Monday, for the previous week's business activity),  LMG shall
          provide to Hancock, including but not limited to the following items:

          (1)  Copies of check registers

          (2)  Bi-weekly--Transmission  of general ledger data (including  state
               code detail),  beginning on a mutually  agreeable  date after the
               volume of  business  reaches a level  determined  by  Hancock  to
               warrant daily updates

     e.   As agreed upon but no later than twenty (20)  calendar days of the end
          of each month, LMG shall provide to Hancock, including but not limited
          to the following items:

          (1)  Copies of all bank reconciliations

          (2)  All supplemental  financial reporting information as requested by
               Hancock

          (3)  Copies of tax reporting to policyholders and vendors


                                       18
<PAGE>

     f.   Miscellaneous ad hoc sales reporting.

5.   Claims Payment:

     All Policy claims services, with the exception of the adjudication of death
     claims not paid out as a lump sum,  shall be  performed by LMG on behalf of
     Hancock.  All Policy  claims shall be  investigated,  processed and paid in
     accordance  with the policies  and  procedures  mutually  agreed to by both
     parties.  Hancock's  claim  personnel  shall be made available at Hancock's
     expense  to answer  any  questions  that  might  arise  from  LMG's  claims
     personnel  relating  to claims  investigation,  processing  and  payment of
     Policy claims.

     In  addition  to the  foregoing,  in the case of a  decision  by LMG that a
     Policy claim should be denied, LMG shall communicate its proposed action to
     appropriate Hancock personnel who must agree and approve the proposed claim
     denial  before the  claims  decision  is  finalized.  LMG will  communicate
     appropriate  details  of any  proposed  claim  denial  in  accordance  with
     notification  procedures  to be jointly  developed  by the  parties.  If no
     response is received  within five (5) business  days of  transmission,  LMG
     shall have the right to proceed on the basis that  Hancock is in  agreement
     with the  decision  to deny the claim.  All  claims  paid by LMG from funds
     collected  on  behalf  of or for  Hancock  shall be paid on only  drafts or
     checks of and as authorized by Hancock.  All monies  received by LMG to pay
     claims on behalf of Hancock shall be held in an administrative capacity. No
     deposits  will be made into,  nor  disbursements  made from this  fiduciary
     account, with the exception of claims and claims adjustment expenses.  This
     fiduciary  account  will at all times  have a balance  equal to the  amount
     deposited  less  claims  and  claims  adjustment   expenses  paid.  LMG  is
     responsible for all correspondence with the claimant and preparation of the
     claim checks.

     For those claims  referred to Hancock by LMG, LMG will provide Hancock with
     copies of the following:

     1)   Policy  records  (including  but not  limited  to: all  correspondence
          relating to the policy)

     2)   All correspondence with the claimant.

     3)   Diary screens.

     4)   Claim proofs.


                                       19
<PAGE>


                                   APPENDIX D

                        SCHEDULE OF AUTHORIZED PERSONNEL



                              Representing Hancock

*
*


                                Representing LMG


Lynn Stafford                       Chief Information Officer
Gregg Egger                         Chief Officer of Strategic Development
Steve Taylor                        Chief Financial Officer
Lynda Regan                         Chief Executive Officer
Bill Hrabik                         Chief Operations Officer
Don Dady                            Vice President of  Product Development
Niju Vaswani                        Vice President of  Distribution
Greg Carney                         Officer of Special Markets


                                       20
<PAGE>


                                   APPENDIX E


                                Service Standards
<TABLE>
<CAPTION>
<S>                                 <C>
         Process                                        Standard

         New Business

         Policy Issue               Policy will be issued within * days* of receipt
         Reissue                    Policy will be reissued within * days* of receipt
         New Business Transfers     New business transfers will be mailed within * days* of receipt
         Transfer Follow-up         Transfers will be follow-up on every * business days* or as
                                    otherwise determined effective based on the transfer company
         Agent Contracting          All new agent contracts will be reviewed and all necessary background
                                    investigation reports ordered within * days* of receipt
         Appointment Processing     Agent appointment(s) will be completed within *
                                    days* of receipt
         Commission Processing      Process and mail checks on Friday of each week for all complete new
                                    business applications received by Thursday of that week
         Commission Inquiries       Process and confirm within * business days*
         Premium Deposit            Premium will be deposited the day it is received

         Policyholder Services
         Claims Processing          Process and approve within * business days* of receipt

         Financial Transactions     Process and confirm within * business days* of receipt
         Non-Financial Transactions Process and confirm within * business days* of receipt

         Customer Service Call Center

         Answer Rate                                    *
         Abandon Rate                                   *
         Average Hold Time                              *
</TABLE>

     *   Turnaround   times   are  from  the  date  of   receipt   of   complete
     policyholder/beneficiary/Producer  documentation  or approval  from Hancock
     when applicable. Further, the times given above are average times.


                                       21