EXHIBIT 1O(J)(6)


                                AMENDMENT FIVE TO
                        ADMINISTRATIVE SERVICES AGREEMENT


THIS FIFTH AMENDMENT TO THE  ADMINISTRATIVE  SERVICES  AGREEMENT is entered into
this 19th day of November,  2002,  and  effective as  indicated  herein,  by and
between TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY, hereinafter referred to
as  "Transamerica,"  a North Carolina  corporation,  and LEGACY MARKETING GROUP,
hereinafter referred to as "LMG," a California corporation.

WHEREAS, Transamerica and LMG entered into an Administrative Services Agreement,
dated May 29,  1998,  as amended,  hereinafter  referred to as the  "Agreement,"
wherein  LMG agreed to  provide  certain  Transamerica  accounting  and  service
functions  in  consideration  of the  fees as set  forth  in  APPENDIX  B of the
Agreement.

NOW,  THEREFORE,  in consideration of the foregoing recitals and mutual promises
hereinafter  contained  and other good and valuable  consideration,  the parties
hereto do agree as follows:

     1.   Add to APPENDIX A, Policy Forms, as follows:
<TABLE>
<CAPTION>
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<S>                                                 <C>                                 <C>
Product Name                                        Policy Form Numbers                 Effective Dates
-----------------------------------------------------------------------------------------------------------------------
*
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*                                                   *                                   *
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*                                                   *                                   *
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*                                                   *                                   *
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</TABLE>



     2.   Appendix B, "Processing Fees," Section 2, is hereby amended to read as
          follows:

          "2. Agent  Appointment and  Termination:  * per agent  appointment per
          state; * per agent termination per state, effective July 1, 2002."


     3.   Appendix C,  "Services  to be Provided,  Section 1 Services,  Clerical
          Processing of Agent  Appointment  and Termation with States" is hereby
          amended to read as follows:

          Clerical Processing of Agent Appointment and Termination with States

          Appointment

          1.   Review signed Producer  Agreement for  completeness and accuracy,
               input agent information into LCS system (LMG agent database).


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          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/Transamerica hiring 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 LCS system for renewal tracking, new
               business processing and weekly transmission to carrier.


          Termination

          1.   LMG will  complete the contract  termination  for a Producer with
               Transamerica.  LMG will  update  their  database  and mail to the
               Producer a letter  communicating  the Contract  termination.  LMG
               will send the Contract  Termination  letter to Transamerica  C&L.
               Transamerica will determine if a state(s) Appointment termination
               is required.  If  Transamerica  terminates the producer  state(s)
               appointment   Transamerica  will  send  a  letter  informing  the
               producer and will copy LMG.

          2.   Update  LCS with  appropriate  appointment  termination  into LCS
               system to prohibit new business  processing.  Weekly transmission
               of agent termination information to carrier.

          Appointment Renewal Processing

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


     4.   Appendix D,  "Schedule of Authorized  Personnel," is hereby amended to
          read as follows:

          Representing Transamerica

         "Authorized to modify this Agreement

          *
          *
          *
          *


          Authorized  to provide day to day direction of LMG employees for items
          not covered in this Agreement


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<PAGE>

          *
          *
          *
          *


          Representing Legacy Marketing Group


          Lynda L. Regan, Chief Executive Officer
          R. Preston Pitts, President
          Steve Taylor, Chief Financial Officer
          Don Dady, Vice President of Marketing"

     5.   All other provisions in the Agreement not  specifically  amended above
          remain in effect and unchanged.



IN WITNESS HEREOF, the parties have hereto executed this Agreement.




LEGACY MARKETING GROUP



By: /s/ Don Dady
Title: Vice President
Date: November 21, 2002
Witness: /s/ Jackie Petersen



TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY


By: /s/ Ken Kilbane
Title: Vice President
Date: November 25, 2002
Witness: /s/ Caroline Kirst



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