EXHIBIT 10(K)

                               MARKETING AGREEMENT


This  Marketing  Agreement is made and entered into and  effective as of January
18, 2001, by and between the parties as follows:

John Hancock Life Insurance Company  ("Hancock"),  a Massachusetts  corporation,
and Legacy  Marketing  Group  ("LMG"),  a California  corporation,  based on the
following facts:

A.       Concurrently  herewith,  LMG and  Hancock are  entering  into a certain
         Administrative  Services  Agreement pursuant to which certain insurance
         business is to be administered by LMG.

B.       The objective of this  Agreement is to provide an  arrangement  to sell
         certain policies ("Policies") of Hancock as specified in APPENDIX A.

C.       Hancock desires to have LMG recruit, train, and appoint Wholesalers and
         Producers  in the  sale  of  certain  Policies  issued  by  Hancock  as
         specified in APPENDIX A.  Wholesalers  and Producers are those licensed
         insurance  agents  contracted  with LMG and  appointed  to sell Hancock
         products.

Based on the foregoing facts, LMG and Hancock ("the parties") agree as follows:

1.       DESIGNATION OF LMG AND SCOPE OF LMG'S AUTHORITY

         1.1      Hancock   designates  LMG  to  recruit,   train,  and  appoint
                  Wholesalers and Producers in the  solicitation of the Policies
                  in the  geographic  territory  specified  in  APPENDIX  A (the
                  "Territory").

         1.2      LMG is  designated  by Hancock for the  purpose of  soliciting
                  applications  for and  processing  the Policies  referenced in
                  APPENDIX A and  otherwise  transacting  the  business  of this
                  Agreement.  LMG accepts such  designation and agrees to comply
                  with all applicable  laws and  regulations,  and to diligently
                  devote itself to the business of this  designation in order to
                  support sales of the Policies referenced in APPENDIX A as well
                  as help  prevent  the  termination  of such  Policies  through
                  conservation  procedures  mutually  agreed upon by Hancock and
                  LMG.

         1.3      LMG shall cause each new Wholesaler and Producer to enter into
                  Wholesaler  and  Producer  Agreements  in the  form  shown  in
                  APPENDIX C. Hancock will not be a party to the  Wholesaler and
                  Producer  agreements and shall have no obligation or liability
                  thereunder.  If  such  Wholesaler  or  Producer  Agreement  is
                  modified by LMG, LMG will provide Hancock with copies,  within
                  ten (10) business days of such  modifications  for the purpose
                  of   granting   Hancock   an   opportunity   to  reject   such
                  modifications.  LMG's  modifications  to  the  Wholesaler  and
                  Producer  agreements  will be deemed to have been  ratified by
                  Hancock absent its written objection,  as hereafter  required.
                  Hancock will forward any objections to such  modifications  in
                  writing to LMG within (10)  business  days of its notice.  LMG
                  shall file  appointments  of Wholesalers  and Producers in the
                  appropriate   states'   insurance    departments   and   other
                  jurisdictions.  LMG will  report  weekly to  Hancock a list of
                  current appointments, adding new appointments and terminations
                  from the list each week.  Consideration  for  processing  such
                  appointments   and   terminations   is  provided  for  in  the
                  Administrative   Services  Agreement,   executed  concurrently
                  herewith this Marketing Agreement.

         1.4      It is  understood  and  agreed  that  LMG  is  an  independent
                  contractor and nothing herein shall be construed to create the
                  relationship  of employer or employee  between Hancock and LMG
                  or between  Hancock  and any  officer,  employee,  Wholesaler,
                  Producer or other  associated  person of LMG.  Neither LMG nor
                  any   Wholesaler  or  Producer  has  authority  to  incur  any
                  liability on behalf of or to bind Hancock in any way or change
                  its rights, duties, or obligations, except as may be set forth
                  in the  Administrative  Services Agreement between Hancock and
                  LMG, executed concurrently herewith.

         1.5      All  Wholesalers and Producers who have been recruited and are
                  appointed to sell the Policies referenced in APPENDIX A by LMG
                  shall be identified by Hancock as Wholesalers and Producers of
                  LMG as to such

<PAGE>

                  Policies.  Any and all  contracts  entered into by and between
                  such  Wholesalers  or Producers  with respect to such Policies
                  shall be coded by LMG onto its system  and deemed  Wholesalers
                  and  Producers  of  LMG.   Hancock  may  terminate   Hancock's
                  appointment of any Wholesaler or Producer,  with cause, at its
                  reasonable  discretion,  with  prior  written  notice  to LMG.
                  Hancock may terminate Hancock's  appointment of any Wholesaler
                  or Producer,  without cause,  by mutual  written  agreement of
                  LMG. Hancock may not otherwise terminate, recode, or otherwise
                  disturb the  relationship  between LMG and its Wholesalers and
                  Producers  with respect the Polices  without the prior written
                  consent of LMG.

2.       RIGHTS AND OBLIGATIONS OF HANCOCK

         2.1      It is  acknowledged  by  both  Hancock  and LMG  that  certain
                  obligations of Hancock hereunder are to be performed by LMG as
                  a  servicing  organization,  pursuant  to  the  Administrative
                  Services  Agreement  between  Hancock  and LMG.  This does not
                  relieve  Hancock of any of its duties and  obligations  unless
                  the  specific  service is provided  for in the  Administrative
                  Services Agreement, executed concurrently herewith, or in this
                  Marketing Agreement,  whereby LMG has explicitly  acknowledged
                  the responsibility of the service.

         2.2      APPENDIX B will  provide for the  compensation  payable to LMG
                  from Hancock.  APPENDIX B will be amended to conform with each
                  new product  specification  as it is developed and  finalized.
                  The  marketing  allowance  and  commissions  may vary with the
                  development of each new product. Such marketing allowance will
                  be specifically  provided for in APPENDIX B, or any subsequent
                  amendments pertaining to new products.

         2.3      The  commissions  specified  in  APPENDIX B shall be  modified
                  whenever necessary to conform to the legal requirements of any
                  state. Furthermore, Hancock reserves the right to withdraw its
                  Policies  from any state or other  jurisdiction,  with 60 days
                  written notice to LMG, unless  otherwise  mutually agreed upon
                  in  writing,  or  unless  mandated  by  any  law,  regulation,
                  regulatory authority or court of law to do so sooner.

         2.4      Hancock  shall  have sole  authority  and  responsibility  for
                  filing  advertising  materials,  pertaining  to  the  business
                  underwritten   by   Hancock,    with   applicable   regulatory
                  authorities  prior to  approving  their use by LMG.  All costs
                  associated  with such  filings will be the  responsibility  of
                  Hancock, unless the parties agree otherwise in writing.

         2.5      (a) Agent Initial  Appointment  Fees--Unless  mutually  agreed
                  upon in writing  otherwise,  Hancock shall be responsible  for
                  payment of LMG's  Wholesaler  and  Producer  resident  initial
                  appointment  fees for such  Wholesalers and Producers who have
                  satisfied  LMG's  and  Hancock's  agreed  upon  selection  and
                  compliance  criteria.  Unless  mutually agreed upon in writing
                  otherwise,  Hancock will be responsible for any Wholesaler and
                  Producer   non-resident   initial   appointment   fees.   Such
                  non-resident   appointment   requirements   will  comply  with
                  Hancock's   policies  and  procedures  in  effect  as  of  the
                  execution of this Agreement.  If Hancock changes such policies
                  and  procedures,   the  responsibility  for  payment  of  such
                  non-resident  initial appointment fees will be mutually agreed
                  in writing by both LMG and Hancock.

                  (b)   Agent   Renewal   Appointment   Fees--Hancock   will  be
                  responsible  for  payment  of LMG's  Wholesaler  and  Producer
                  resident  and  non-resident   renewal   appointment  fees  for
                  contracted   Wholesalers  and  Producers.   Such  non-resident
                  appointment  requirements will comply with Hancock's  policies
                  and   procedures  in  effect  as  of  the  execution  of  this
                  Agreement.  If Hancock  changes such policies and  procedures,
                  the  responsibility  for payment of such non-resident  renewal
                  appointment  fees will be  mutually  agreed in writing by both
                  LMG and Hancock.

                  (c) Agent  Termination  Fees--Hancock  will be responsible for
                  LMG's Wholesaler and Producer Appointment  termination fees in
                  the states which mandate such fees.

         2.6      Hancock  shall provide LMG with prompt  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 but otherwise acting within the scope of his
                  authority, Hancock will indemnify LMG for any loss or claim as
                  a result of such reliance.

<PAGE>

         2.7      *

         2.9      2.8 Hancock  shall pay all license or royalty  fees for use of
                  any intellectual  property  belonging to a third party that is
                  utilized  with any policies in APPENDIX A except to the extent
                  of any  intellectual  property used by LMG in connection  with
                  performing  its  services   pursuant  to  the   Administrative
                  Services  Agreement  between  the  parties or this  Agreement.
                  Notwithstanding   the  foregoing,   in  the  event  that  this
                  Agreement or the Administrative Services Agreements terminates
                  and  Hancock  desires to process or perform any  services  for
                  which LMG had previously  been  responsible,  Hancock shall be
                  required to obtain all  licenses  and pay any royalty  fees on
                  its own  behalf  to the  extent  Hancock  wishes  to use  such
                  intellectual  property.Hancock  shall be  responsible  for the
                  cost of filing the policy  forms  with  applicable  regulatory
                  authorities pertaining to the business underwritten by Hancock
                  that are jointly  developed  with LMG.  "Policy  forms," shall
                  include,  but are not limited to, master policy forms, riders,
                  endorsements,    certificates,    notices,    disclosures   or
                  administartive forms.  Notwithstanding the foregoing, LMG will
                  assist in the drafting,  completing,  preparation of filing of
                  such policy forms.

3.       RIGHTS AND OBLIGATIONS OF LMG

         3.1      At all times  during the term of this  Agreement,  LMG (or the
                  licensed  individual  who is  acting  on  behalf of LMG in the
                  capacity  of an Officer in such  states that do not permit the
                  licensing of  corporations)  and all Wholesalers and Producers
                  shall  be   properly   licensed   with  each  state  or  other
                  jurisdiction and properly appointed with Hancock in each state
                  or other jurisdiction  within the Territory before engaging in
                  any  activity  which  under  the  laws of such  state or other
                  jurisdiction  makes such licensing and appointment  necessary.
                  Without  limiting the generality of the  foregoing,  LMG shall
                  require all such  Wholesalers  and Producers to, at all times,
                  bear the cost of maintaining all licenses required by any such
                  state, it being understood that Hancock is not responsible for
                  licensing fees or other costs of licensing.

         3.2      LMG  will  itself  and  will  communicate  to and  cause  each
                  Wholesaler  and  Producer  to use  only  forms,  applications,
                  advertising  (as  such  term  is  generally   defined  by  the
                  regulation  of  the  state  or  other  jurisdiction  in  which
                  Policies,  referenced  in APPENDIX A, are  solicited),  office
                  procedures,   guides  and  rules   furnished,   authorized  or
                  promulgated  by Hancock  and agreed to by both  parties and in
                  each  state or other  jurisdiction  where  any  Wholesaler  or
                  Producer  solicits  Policies,  referenced  in  APPENDIX  A. No
                  written advertising or sales materials of any kind,  including
                  sales  illustrations,  or recruiting material  referencing the
                  Policies,  referenced  in  APPENDIX  A, of  Hancock  shall  be
                  authorized  by LMG until after it has been approved in writing
                  by Hancock.  LMG will provide such materials  with  sufficient
                  lead-time to allow appropriate review by Hancock. Hancock will
                  then use its best efforts to provide a timely response. A time
                  period  not to exceed ten (10)  business  days shall be deemed
                  timely.  No oral  presentation of any kind shall be authorized
                  by LMG that  does  not  conform  to  applicable  statutes  and
                  regulations or which does not accurately reflect the terms and
                  conditions  of the  Policies,  referenced in APPENDIX A, being
                  sold.  All  recruiting  practices of LMG shall comply with all
                  applicable   laws,   ordinances,   and   regulations   of  the
                  appropriate authorities.  Hancock shall be responsible for the
                  maintenance of the advertising  files and logs, as mandated by
                  applicable laws and regulations.

         3.3      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 a 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 that  mandate the  maintenance  of such
                           bond.

<PAGE>

                  (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 with a limit
                           of at least * per  Wholesaler  and  Producer,  or per
                           occurrence.


         3.4      LMG may  rely  on  instructions  of any  person  indicated  on
                  Hancock's  "Schedule  of  Authorized  Personnel,"  when acting
                  within  the  scope  of their  authority,  attached  hereto  as
                  APPENDIX  D.  Each  of  such  persons  is  authorized  to give
                  instructions  under this  section  with  respect to any matter
                  arising in connection with this Agreement.

         3.5      In the event a  malfunction  of the LMG  systems,  used in the
                  offering  and/or  sale of Polices  specified  in  APPENDIX  A,
                  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 in the
                  most expeditious manner possible,  with the understanding that
                  time is of the  essence.  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.

         3.6      LMG is  responsible  for the payment to Hancock of all monies,
                  which  LMG  collects  on  behalf of  Hancock.  However,  until
                  Hancock  receives  all  monies  due,  the same shall be a debt
                  payable by the debtor upon demand for which Hancock may at its
                  option  offset  with  commissions  otherwise  due  until  such
                  liability is satisfied. Any indebtedness to Hancock shall be a
                  first lien against monies otherwise due under this Agreement.

         3.7      LMG, in performance of its marketing  obligations  and duties,
                  will not  itself,  and will use its best  efforts,  to prevent
                  Wholesalers   or  Producers   appointed   hereunder,   in  the
                  performance of their  obligations and duties  hereunder,  from
                  any of the following:

                  (a)      Enter into any  agreement or incur any  obligation on
                           behalf of  Hancock,  except  with  Hancock's  written
                           permission,  or commit  Hancock to:

                           (i)      pay  any  money  to a ny  such  Wholesalers,
                                    Producer or  employee,  or
                           (ii)     a date that a payment will be made.

                  (b)      Assign this Agreement or any compensation, other than
                           commissions  payable to  Wholesalers  and  Producers,
                           payable under it without the prior written consent of
                           Hancock.

                  (c)      Solicit   applications  for  Hancock  in  any  manner
                           prohibited by or inconsistent  with the provisions of
                           this Agreement or the rules and regulations  mutually
                           agreed by both parties, now or hereafter in force.

                  (d)      With respect to any Policy,
                            (i)     make  any   alterations,   modifications  or
                                    endorsements  or otherwise  alter  Hancock's
                                    obligations  as  stated  in the  Policy,  as
                                    referenced in APPENDIX A;
                           (ii)     collect or receive  any  premiums  after the
                                    initial  premium,  except as may be required
                                    in  the  Administrative  Services  Agreement
                                    executed  concurrently   herewith,   between
                                    Hancock and LMG;
                           (iii)    adjust  or  settle  any  claim;   except  as
                                    provided for in the Administrative  Services
                                    Agreement, executed concurrently herewith.

<PAGE>

                  (e)      Initiate any civil or criminal  action or proceeding,
                           whether or not brought in the name of Hancock,  which
                           may  in  any  way  involve  or  affect  Hancock,  its
                           affiliates,   their  business,   operations,  or  any
                           Policy,  as  referenced  in  APPENDIX  A,  issued  by
                           Hancock.  The  foregoing  shall not be construed as a
                           waiver of any other right or  entitlement  hereunder,
                           at law or in equity, that LMG may have to enforce its
                           rights arising out of this Agreement.

                  (f)      Use or  authorize  the  use of any  written,  oral or
                           visual  communication,   circular,  advertisement  or
                           other publication except as follows:

                           LMG  agrees  that it will  not  place  into  use,  or
                           distribute  to any  person,  any  advertising,  sales
                           material  or  other  document   (including,   without
                           limitation,  illustrations,   telephone  scripts  and
                           training materials)  referring directly or indirectly
                           to Hancock or its  Policies,  or cause,  authorize or
                           permit any person to do so, without  Hancock's  prior
                           written consent.  LMG agrees that it will not use the
                           name of Hancock  on any  business  card,  letterhead,
                           website or marquee or in any directory listing, or in
                           any other manner,  or cause,  authorize or permit any
                           producer or other person to do so, without  Hancock's
                           prior written  consent.  LMG agrees that it will not,
                           nor will LMG permit its Wholesalers  and/or Producers
                           to   misrepresent   Hancock  or  its   Policies,   as
                           referenced in APPENDIX A, or make any oral or written
                           representation  which is inconsistent  with the terms
                           of such policies or sales literature or is misleading
                           in any way, or refer to any insurance company tending
                           to bring it into disrepute.

                  (g)      Knowingly or willfully  violate the insurance laws or
                           regulations of any regulatory  authority of any State
                           or any other  jurisdiction  in which  LMG  represents
                           Hancock.

                  (h)      Embezzle or knowingly or willfully  misapply funds of
                           Hancock or any other person or entity.

                  (i)      Perpetrate  any fraud  against  Hancock  or any other
                           person or entity.


         3.8      LMG agrees that the  compensation  payable pursuant to Section
                  2.2 shall be accepted by it as full  compensation from Hancock
                  for its  marketing  services  hereunder,  except as  otherwise
                  agreed by mutual written consent of LMG and Hancock.

         3.9      LMG will be solely  responsible for any commissions to be paid
                  to its Wholesalers or Producers,  which are earned as a result
                  of selling Hancock  products  through LMG, except as hereafter
                  in Section 8 of this Agreement.

         3.10     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   offering   and/or  sale  of  the   Policies
                           identified in APPENDIX A.

                  (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.  Notwithstanding  the foregoing,  LMG may
                           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
                           in the resolution of complaints from policyholders or
                           regulatory  authorities  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.

<PAGE>

4.                    ASSIGNMENT, MODIFICATION AND TERMINATION OF AGREEMENT

         4.1      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.

         4.2      This  Agreement  may be  modified  or  amended  at any time by
                  mutual agreement of the parties,  provided the modification or
                  amendment is in writing,  signed by authorized  personnel,  as
                  provided in APPENDIX D of this Agreement.

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

                  (a)      LMG or Hancock may terminate this  Agreement  without
                           cause by twelve  (12)  months  written  notice to the
                           other, sent by mail. This Agreement may be terminated
                           by mutual  agreement of the parties in writing at any
                           time.  The  terminating  party shall provide  fifteen
                           (15)   days   written   notice  of   termination   or
                           cancellation  of this  Agreement  to the  appropriate
                           Departments   of  Insurance  if  and  to  the  extent
                           required by  applicable  law or  regulation.  LMG and
                           Hancock  shall  fulfill any lawful  obligations  with
                           respect to such policies  affected by this Agreement,
                           regardless of any dispute between LMG and Hancock.

                  (b)      In the  event  that any  state  insurance  department
                           withdraws or cancels LMG's license (or the license of
                           the individual who is acting on behalf of LMG in such
                           states   that  do  not   permit  the   licensing   of
                           corporations),  or  right  to  sell  or  conduct  its
                           business,  LMG will stop its marketing activity under
                           this  Agreement  in that  state and  notify  Hancock.
                           Hancock  may  terminate  the  authority  of LMG  with
                           regard to such affected Policies which termination of
                           authority shall be effective immediately.

                  (c)      Each  party  shall  provide  ninety  (90) days  prior
                           written  notice to the  other of a request  to revise
                           the rates in  APPENDIX  B, or to revise the manner of
                           payment or to change  any of the other  terms of this
                           Agreement.  The  party  receiving  such  notice  must
                           respond in writing to such request  within sixty (60)
                           days  of  receipt.   No  such  change   shall  become
                           effective unless and until it is agreed to in writing
                           by both parties.

                  (d)      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.

                   (e)     Either  party  may  terminate  this  Agreement  after
                           providing   180  days  advance   written   notice  of
                           termination  to the other party in the event that the
                           actual  production levels fall below expected levels,
                           as  determined  by LMG and  Hancock.  This  Agreement
                           shall  terminate  immediately  upon expiry of the 180
                           day notice period,  unless the parties mutually agree
                           otherwise in writing.

                  (f)      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.

                  (g)      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.

<PAGE>

                  (h)      Termination  of this Agreement does not affect in any
                           way the  Administrative  Services  Agreement executed
                           concurrently herewith.

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.       RIGHTS AND OBLIGATIONS OF BOTH PARTIES

         6.1      Each party agrees that it will not,  knowingly  or  willingly,
                  directly  or  indirectly,  at any time during the term of this
                  Agreement  or  within  two (2)  years  thereafter,  induce  or
                  attempt to induce any  policyholder  or contract holder of the
                  other  party to  terminate,  reduce  coverage,  or replace any
                  Policy,  as referenced in APPENDIX A, or otherwise disturb the
                  relationship   between   the  other   party  and  any  of  its
                  policyholders or contract holders.

         6.2      *

         6.4      Any Agent for  Hancock  who  desires to sell the  Hancock--LMG
                  proprietary  products  will need to contract  with LMG to sell
                  such product.

         6.5      Hancock  and LMG agree to provide  the other with  ninety (90)
                  days written notice of any intent to make significant  changes
                  or  modifications  to any contract or Policy form for products
                  co-developed  by  Hancock  and LMG except to the extent of any
                  charge  or  modification  that  is  necessary  to  conform  to
                  applicable  law or  regulation.  Both  parties  will make best
                  efforts to achieve a  satisfactory  resolution to the cause of
                  the  proposed  changes  and  may  also  agree  to  extend  the
                  timeframe to implement  such change if such change is pursued,
                  unless  otherwise  mutually  agreed upon in writing by LMG and
                  Hancock.

         6.6      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


<PAGE>

                  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.

         6.7      LMG and  Hancock  shall  each be liable for * of the net debit
                  balances (outstanding commission debit balances less any debit
                  amounts   recovered  via  collection   efforts)   incurred  by
                  Wholesalers  and Producers that are mutually agreed in writing
                  deemed to be uncollectible.


7.       PROPRIETARY AND CONFIDENTIAL INFORMATION

         7.1      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  soliciting  Policies  pursuant to
                  this  Agreement  or for  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

         7.2      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 Administrative Services 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.

         7.3      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.       VESTING OF RENEWAL COMMISSIONS

         8.1      LMG, its successors, executors, assigns, or administrators are
                  vested as to  commissions  provided  in  APPENDIX B, and shall
                  continue  to  receive  commissions  on  premiums  on  Policies
                  received  by  Hancock  for as long as the  Policy  remains  in
                  force.

         8.2      In the event of any dispute  between LMG and Hancock,  Hancock
                  shall  continue  to  pay  to LMG  any  commissions  due to any
                  Wholesaler  or Producer that were earned prior to such dispute
                  except to the extent such commissions are disputed by Hancock.
                  Furthermore,   in  the  event  of  the   termination  of  this
                  Agreement,  Hancock  guarantees the commission  payment due to
                  Wholesalers  and  Producers  to which  they  may  have  become
                  entitled  prior to the effective  date of  termination  to the
                  extent  that  Hancock  has  not   previously   remitted   such
                  commissions to LMG.  Hancock shall either pay any  outstanding
                  commissions directly to the Producer or Wholesaler, or to LMG,
                  who will  remit such  monies to the  appropriate  Producer  or
                  Wholesaler.  Hancock will provide written notice to LMG of its
                  election to pay such commissions  directly to the Producers or
                  Wholesalers or to LMG. Upon written  notice,  LMG will use its
                  best efforts to provide  Hancock with  information  concerning
                  the  Producer(s)  and  transaction(s)  required  to  pay  such
                  commissions.

9.       NON-COMPETE PROVISION

         9.1      *

<PAGE>

         9.2      *


10.      GENERAL PROVISIONS

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

         10.2     Each party will cause its  employees  to, and LMG will  advise
                  its  Wholesalers and Producers to, upon receipt of any summons
                  or  other  notice  of suit  or  regulatory  authority  inquiry
                  wherein the other  party is named in any  manner,  forward any
                  and all such  documents  within five (5) business  days to the
                  attention  of  the  other  party  by  facsimile,   express  or
                  overnight mail, or courier.

         10.3     The waiver of any breach of any term, covenant or condition of
                  this Agreement  shall not be deemed a waiver of any subsequent
                  breach of the same or any other term, covenant,  or condition.
                  No term,  covenant,  or condition of this  Agreement  shall be
                  deemed to have been  waived  unless  such waiver is in writing
                  signed by the party charged therewith.

         10.4     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



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



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



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


         10.5     To the extent that the rules and  regulations  do not conflict
                  with the terms of this Agreement, LMG and Hancock will conform
                  to the rules and  regulations  as mutually  agreed upon by LMG
                  and Hancock.  This  provision  shall not be construed to alter
                  the relationship of the parties as provided above.

         10.6     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.
                  Each  party  warrants  that the other  party will be free from
                  interference  or  disturbance  in its  use  of  all  products,
                  advertising, marketing techniques and all information provided
                  by the originating party.

         10.7     This  Agreement  shall  be  binding  upon  the  successor  and
                  assignees  of  Hancock  as well as upon  LMG's  successor  and
                  permissive assignees.

<PAGE>

         10.8     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 board of
                  directors or other authority.

         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  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    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 the  business  marketed
                  under this Agreement, including the right to interview any LMG
                  personnel   involved   in   providing   or   supporting   such
                  responsibilities.

                  LMG will comply with all the relevant provisions  contained in
                  applicable  state  and  federal  codes  or  statutes.  If  any
                  provision  of this  Agreement is in conflict  with  applicable
                  laws or  regulations,  such  provision  will be  deemed  to be
                  amended to conform with such laws. Further, if the laws of the
                  State that governs  this  Agreement  require the  inclusion of
                  certain provisions of relevant  statutes,  this contract shall
                  be deemed to be amended to conform with such laws.

         10.11    LMG and  Hancock  agree to inform the other of any  changes in
                  its  legal  structure,  and of  any  material  changes  in its
                  officers or partners listed in APPENDIX D.

         10.12    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.  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.  Further, LMG grants
                  to Hancock a  gratuitous  license  for the use of its marks on
                  LMG and Hancock proprietary products.  Each party will not use
                  the other'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.

         10.13    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  punitive
                  damages.

         10.14    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.

         10.15    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  clause,  paragraph,  term  or
                  provision  shall  be  severed  from  the  Agreement,  and such
                  findings shall not affect the remainder of this Agreement.

         10.16    Survival:  Sections  2.7,  5, 6.1,  6.2, 8, 9, 10.14 and 10.15
                  shall survive the termination of this Agreement.

<PAGE>





               {Remainder of this page intentionally left blank.}



<PAGE>



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



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
        ----------------


<PAGE>



                                   APPENDIX A


                              GEOGRAPHIC TERRITORY:

The District of Columbia and all states except Alabama

                                  POLICY FORMS


      (To be incorporated upon completion of final product specifications.)





<PAGE>


                                   APPENDIX B

COMMISSION AND MARKETING ALLOWANCE FEES

COMMISSION

OVERRIDE COMMISSION

MARKETING ALLOWANCE

LMG TRAIL COMMISSION


      (To be incorporated upon completion of final product specifications.)




<PAGE>


                                   APPENDIX C


        WHOLESALER AND PRODUCER AGREEMENTS AND/OR APPROPRIATE AMENDMENTS





<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






<PAGE>



                                   APPENDIX E


                               Premium Level Goals



      (To be incorporated upon completion of final product specifications.)