EXHIBIT 1O(K)(1)

                                AMENDMENT ONE TO
                               MARKETING AGREEMENT

THIS AMENDMENT TO THE MARKETING AGREEMENT,  made and entered into this tenth day
of May, 2001, by and between JOHN HANCOCK LIFE INSURANCE COMPANY, hereinafter to
referred to as  "HANCOCK," a  Massachusetts  corporation,  and LEGACY  MARKETING
GROUP,  hereinafter  to referred  to as "LMG," a  California  corporation,  with
reference to the following facts:

WHEREAS,  LMG and Hancock  entered  into the  Marketing  Agreement,  hereinafter
referred to as "the  Agreement,"  on January 18, 2001,  wherein  Hancock and LMG
agreed to jointly  develop  proprietary  life  insurance  and annuity  products,
wherein LMG would  market such  products  on behalf of  Hancock,  utilizing  its
nationwide  distribution  channels of duly licensed and  appointed  Producers in
consideration of the fees as set forth in APPENDIX B of the Agreement;

WHEREAS,  LMG and Hancock desire to include John Hancock Variable Life Insurance
Company  {an  affiliate  of  Hancock}  as privy and an  additional  party to the
Agreement;

WHEREAS,  LMG and  Hancock  desire  to  amend  the  terms  of the  Agreement  as
hereinafter provided.

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

1.       "All  references  to  "Hancock"  in the  Agreement  shall be  deemed to
         include John Hancock Variable Life Insurance Company. Furthermore, John
         Hancock  Variable Life  Insurance  Company hereby  expressly  ratifies,
         acknowledges  and  agrees  to  adhere  to the  terms  set  forth in the
         Agreement."

2.       Add to Appendix A, Policy Forms, as follows:

         "The Product Specifications  prepared for new products will include the
         Policy   Forms   for   such   products.   Furthermore,   such   Product
         Specifications  shall  be  incorporated  by  reference  herein  to  the
         Agreement, upon final written authorization of Hancock and LMG."

3.       Add to Appendix B, Commission and Marketing Allowance Fees, as follows:

         "The Product Specifications prepared for  new products will include the
         Commission,  Override, Marketing Allowance and LMG Trail Commission for
         such  products.  Furthermore,  such  Product  Specifications  shall  be
         incorporated by reference  herein to the Agreement,  upon final written
         authorization of Hancock and LMG."


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

IN WITNESS WHEREOF, LMG and Hancock have hereto executed this Agreement.

LEGACY MARKETING GROUP              JOHN HANCOCK LIFE INSURANCE COMPANY

By: /s/ Don Dady                    By: /s/ Bruce M. Jones

Title: VP                           Title: VP

Date: October 2, 2001               Date _________________________________

Witness: /s/ Stephanie Molteni      Witness______________________________

                                    JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

                                    By: /s/ Bruce M. Jones

                                    Title: VP

                                    Date _________________________________

                                    Witness ______________________________




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