EXHIBIT 10.9

                         APPROVED UNDERWRITER AGREEMENT

            THIS APPROVED  UNDERWRITER  AGREEMENT (the  "Agreement") is made and
entered  into as of this 21st day of  September,  2005,  by and  between,  Asset
Settlement  Group, Inc. (the "Company") and AVS LLC, a Georgia limited liability
company, (the "Approved Underwriter").

                                    RECITALS

            Whereas,  the Company desires to engage the Approved  Underwriter to
provide  certain life expectancy  underwriting  services with respect to certain
life insurance policies, subject to the terms and conditions of this Agreement.

            Therefore,  for and in  consideration  of the  mutual  benefits  and
promises herein  described,  and for other good and valuable  consideration  the
receipt and sufficiency of which are hereby  acknowledged by the parties hereto,
the parties hereto agree as follows:

                                   ARTICLE I.

                                  CONSTRUCTION

      SECTION  1.1  Defined  Terms.   Capitalized   terms  used  herein  without
definition  shall  have the  respective  meanings  agreed to in  writing  by the
Parties.

      SECTION 1.2 Usage of Terms.  The words "hereof,"  "herein" and "hereunder"
and words of similar  import  when used in this  Agreement  shall  refer to this
Agreement  as a whole and not to any  particular  provision  of this  Agreement;
Section,  subsection and exhibit schedule references contained in this Agreement
are  references to sections,  subsections,  exhibits and schedules in or to this
Agreement  unless  otherwise  specified;  with  respect  to all  terms  in  this
Agreement,  the singular includes the plural and the plural the singular;  words
importing any gender include the other genders;  references to "writing" include
printing,  typing, lithography and other means of reproducing words in a visible
form;  references to agreements and other  contractual  instruments  include all
subsequent  amendments,  amendments and restatements and supplements  thereto or
changes therein entered into in accordance with their  respective  terms and not
prohibited  by this  Agreement;  references to Persons  include their  permitted
successors  and  assigns;  references  to  laws  include  their  amendments  and
supplements,  the rules and regulations  thereunder and any successors  thereto;
and the term "including" means "including without limitation."

                                   ARTICLE II.

                                   APPOINTMENT

      SECTION 2.1  Appointment.  The  Company  hereby  appoints  and engages the
Approved  Underwriter  as a life  expectancy  provider  with respect to the Life
Settlement Policies specified

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by the Company to the Approved Underwriter for the period commencing on the date
hereof until the expiration or termination of this Agreement pursuant to Article
VII  hereof,  subject  to the  terms  and  conditions  of this  Agreement.  This
agreement  creates no  exclusive  agreement to or rights of any kind in favor of
either party.

                                  ARTICLE III.

                  RIGHTS AND DUTIES OF THE APPROVED UNDERWRITER

      SECTION 3.1 Standard of Care. Unless otherwise expressly state herein, the
Approved  Underwriter  shall  perform  its  duties  with  respect  to  the  Life
Settlement  Policies  with  reasonable  care,  using  that  degree  of skill and
attention  that it  exercises  with  respect to all  comparable  life  insurance
policies for which it provides life expectancy underwriting services,  including
compliance with all applicable state and federal regulations.

      SECTION 3.2 Errors and Omissions Policy.  The Approved  Underwriter agrees
to maintain an errors and omissions  insurance  policy in an amount no less than
$1 million per occurrence.

      SECTION 3.3 Delivery of Certain  Information to the Approved  Underwriter.
Prior to the  commencement  of any obligation  upon the Approved  Underwriter to
provide the services  contemplated  by this  Agreement  with respect to any Life
Settlement  Policy,  the Company  shall  deliver or cause to be delivered to the
Approved  Underwriter  all of the  following  information  for each Insured with
respect to the related Life Settlement Policy: (i) the name, (ii) the sex, (iii)
the date of  birth,  (iv)  the  attending  physician,  (v) all  medical  records
available which shall be the most current available but at least within the past
twelve  (12)  months  of the  date  of the  request  for a life  expectancy  and
minimally  three (3) years of  consecutive  records  which shall  include  those
records within the past twelve (12) months and preferably as many records as are
available and (vi) an authorization  for protected health  information form that
has  language  that would  include the Approved  Underwriter  and which has been
executed and dated by the Insured/Viator within the past ninety (90) days.

      SECTION  3.4  Calculation  of Life  Expectancy.  For each Life  Settlement
Policy, the Approved  Underwriter will prognosticate the average life expectancy
of the  respective  Insured(s)  based  on  procedures  set  forth  in one of the
underwriting manuals used by such Approved Underwriter in the ordinary course of
business (the "Life Expectancy").  The Approved  Underwriter shall (i) apply its
professional  judgment in determining the number of  underwriting  debits to use
for a given condition in such instances where the applicable underwriting manual
indicates  a range  of  debits  for  such  condition  or (ii)  establish  a Life
Expectancy where such  underwriting  manual is not applicable or is insufficient
therefor  because  the related  Insured is  unratable,  based upon its  clinical
underwriting approach. Upon such prognostication,  the Approved Underwriter will
notify the  Company in writing in the form  attached  hereto as Exhibit A of the
Life Expectancy.

<PAGE>

                                  ARTICLE IV.

                            COMPENSATION AND EXPENSES

      SECTION 4.1 Compensation and Expense.  (a) As compensation for the medical
underwriting services to be rendered by the Approved Underwriter hereunder,  the
Company shall pay to the Approved  Underwriter within 30 days after the delivery
of such Life  Expectancy  to the Company a cash fee per Insured  with respect to
which the  Approved  Underwriter  delivers  a Life  Expectancy  in the amount of
$225.00  for a full  review;  $150.00  for a No  Report  Review;  $100.00  for a
Re-Review;  $225.00 for an Insurance Application Review; $50.00 plus physician's
or health care  provider's  costs to obtain  medical  records  from a physician,
clinic,  hospital or other health care provider;  a cancellation  fee of $75.00;
and  $25.00  additional  for double  sided  medical  records.  The fees shall be
reviewed  annually by the Approved  Underwriter  for possible  adjustment and if
increased,  the  notification  of  increase  shall be provided to the Company in
writing at least thirty (30) days before the end of the  agreement  annually and
effective upon the annual renewal of this Agreement.

            (b) In addition to the payment of  compensation  in Section  4.1(a),
within a reasonable time after the presentment of a reasonably  detailed invoice
therefor,  the  Company  shall  reimburse,  or  cause to be  reimbursed,  to the
Approved   Underwriter  all  out-of-pocket   extraordinary   expenses  that  are
reasonably  incurred by the Approved  Underwriter  under this  Agreement and are
pre-approved in writing by the Company.

                                   ARTICLE V.

                    REPRESENTATIONS, WARRANTIES AND COVENANTS

      SECTION 5.1  Representations  and Warranties of the Approved  Underwriter.
The Approved Underwriter,  as of the date hereof, hereby represents and warrants
to, and covenants with, the Company that:

            (a)  Organization and Good Standing.  The Approved  Underwriter is a
limited liability company, duly organized, validly existing and in good standing
under  the  laws of the  State  of  Georgia  and has  organizational  power  and
authority to own its properties  and to conduct its business as such  properties
shall be currently  owned and such business is presently  conducted,  and had at
all relevant  times,  and shall now have,  organizational  power,  authority and
legal right to perform its obligations  under this Agreement with respect to the
Life Settlement Policies.

            (b) Due Qualification. The Approved Underwriter is duly qualified to
do business as a foreign  limited  liability  company in good standing,  and has
obtained all necessary  licenses and approvals in all jurisdictions in which the
ownership or lease of property or the conduct of its business shall require such
qualifications,  licenses or approvals and where the failure to so qualify or to
obtain such licenses and approvals  will have a material  adverse  effect on the
ability of the  Approved  Underwriter  to conduct  its  business  or perform its
obligations under this Agreement.

<PAGE>

            (c) Power and Authority.  The Approved  Underwriter  has full power,
authority  and right to execute and deliver this  Agreement,  and has full power
and authority to perform its obligations hereunder and thereunder, and has taken
all necessary action to authorize the execution and delivery of this Agreement.

            (d) Binding Obligation.  This Agreement constitutes the legal, valid
and binding  obligations  of the Approved  Underwriter  enforceable  against the
Approved  Underwriter  in  accordance  with  its  respective  terms,  except  as
enforceability  may  be  limited  by  bankruptcy,  insolvency,   reorganization,
moratorium and other similar laws affecting  creditors'  rights  generally or by
general principles of equity.

            (e) No Violation. The consummation of the transactions  contemplated
by this  Agreement  and the  fulfillment  of the terms hereof shall not conflict
with, result in any breach of any of the terms and provisions of, nor constitute
(with or without  notice or lapse of time) a default under,  the  certificate of
formation or the operating  agreement of the Approved  Underwriter,  or conflict
with or breach any of the material terms or provisions  of, or constitute  (with
or without notice or lapse of time) a default under, any indenture, agreement or
other  instrument  to which the Approved  Underwriter  is a party or by which it
shall be bound; nor result in the creation or imposition of any Lien upon any of
its properties  pursuant to the terms of any such indenture,  agreement or other
instrument;  nor violate any law,  order,  rule or regulation  applicable to the
Approved  Underwriter of any court or of any federal or state  regulatory  body,
administrative agency or other governmental  instrumentality having jurisdiction
over  the  Approved  Underwriter  or  its  properties;  which  breach,  default,
conflict,  Lien  or  violation  would  have a  material  adverse  effect  on the
provision of medical  underwriting  services with respect to the Life Settlement
Policies  hereunder,  on the ability of the Approved  Underwriter to conduct its
business  or perform  its  obligations  under this  Agreement  or the  earnings,
business affairs or business prospects of the Approved Underwriter.

            (f) No Proceedings. There is no action, suit or proceeding before or
by any  court,  regulatory  body,  administrative  agency or other  governmental
agency  or  body,  domestic  or  foreign,   now  pending,  or  to  the  Approved
Underwriter's   knowledge,   threatened,   against  or  affecting  the  Approved
Underwriter:  (i) asserting the  invalidity of this  Agreement,  (ii) seeking to
prevent  the  consummation  of any  of the  transactions  contemplated  by  this
Agreement,  or (iii) seeking any  determination  or ruling that might materially
and  adversely  effect  the  performance  by  the  Approved  Underwriter  of its
obligations under, or the validity or enforceability of, this Agreement.

            (g) No Consents. No consent, approval,  authorization or order of or
declaration or filing with any governmental authority is required to be obtained
by  the  Approved   Underwriter  for  the   consummation  of  the   transactions
contemplated by this Agreement, except such as have been duly made or obtained.

      SECTION 5.2 Survival The  representations  and  warranties of the Approved
Underwriter  set forth in this Article V shall  survive the provision of medical
underwriting  services  with  respect  to the Life  Settlement  Policies  by the
Approved Underwriter for the Company pursuant to this Agreement.  Upon discovery
by  the  Company  of a  breach  of  any of  the  foregoing

<PAGE>

representations and warranties,  the Company shall give prompt written notice to
the Approved Underwriter.

                                  ARTICLE VI.

                                 CONFIDENTIALITY

      SECTION  6.1  General  Duty.  The  Approved  Underwriter  agrees  that all
documentation,  materials and information provided by, or made available by, the
Company for the performance of the Approved Underwriter's  obligations hereunder
shall be used solely for the purposes  contemplated  by this  Agreement and that
all such  documentation,  information and materials shall be deemed proprietary;
all  information and materials  shall be received,  utilized,  and maintained in
confidence.

      SECTION 6.2 Reasonable  Precautions.  The Approved  Underwriter shall take
such  precautions as may reasonably be necessary to protect such  documentation,
information  and  materials  from  disclosure to others or from use by itself or
others for any purpose inconsistent with this Agreement.

      SECTION 6.3 Dissemination of Certain Information. The Approved Underwriter
shall  at all  times  comply  with  all  laws  and  regulations  affecting  Life
Settlement Policies, including but not limited to laws and regulations regarding
the privacy of any Insured and the  maintenance of all  information  obtained by
the Company and/or the Approved  Underwriter in the  performance of their duties
in accordance with applicable laws and regulations  concerning the dissemination
of such  information;  provided that the Approved  Underwriter may disclose such
information  to competent  judicial or regulatory  authorities  in response to a
written request  therefrom for such  information;  provided,  however,  that the
Approved  Underwriter  shall  provide  the Company  with  prompt  notice of such
request,  if possible,  providing a reasonable  period of time for each party to
seek judicial or other relief before such information is disclosed.

                                  ARTICLE VII.

                                TERM; TERMINATION

      SECTION 7.1 Term;  Termination.  This  agreement  will continue  until (a)
December 31, 2006,  or such later date as may be mutually  agreed by the Company
and the Approved  Underwriter  subject to the  requirements  of Section 4.1; (b)
terminated  by the Company or the  Approved  Underwriter  by delivery of written
notice to the other of a change in any applicable law or regulation  that causes
it to be illegal for such party to continue performing under this Agreement, (c)
terminated by the Company by fifteen (15) business days written  notice  thereof
to the  Approved  Underwriter,  (d)  automatically  renewed  annually by written
agreement of the parties  thirty (30) days before the  occurrence  of the agreed
upon date in (a) above or (e)  terminated by the Approved  Underwriter  if there
has been no referral of a life settlement policy or requests for life expectancy
services for a period of three months or more.

      Immediately   upon  any   termination   or  resignation  of  the  Approved
Underwriter,  the

<PAGE>

Approved  Underwriter  shall  destroy  all files and  records  delivered  to, or
retained by, the Approved  Underwriter in connection with the performance of its
duties and obligations under this Agreement, unless otherwise required by law.

                                 ARTICLE VIII.

                                  MISCELLANEOUS

      SECTION 8.1  Amendment.  This  Agreement  may be amended from time to time
only  by  the  written  mutual   agreement  of  the  Company  and  the  Approved
Underwriter.

      SECTION 8.2 Governing Law;  Submission to Jurisdiction;  Jury Waiver.  (a)
Governing Law. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF GEORGIA,  WITHOUT REFERENCE
TO ITS CONFLICTS OF LAWS PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

            (b)  Submission  to   Jurisdiction.   EACH  OF  THE  PARTIES  HERETO
IRREVOCABLY SUBMITS TO THE EXCLUSIVE  JURISDICTION OF ANY FEDERAL OR STATE COURT
SITTING IN ATLANTA,  GEORGIA, IN RESPECT OF ANY ACTION OR PROCEEDING ARISING OUT
OF  OR  IN  CONNECTION  WITH  THIS  AGREEMENT.  EACH  PARTY  TO  THIS  AGREEMENT
IRREVOCABLY  WAIVES,  TO THE FULLEST  EXTENT  PERMITTED BY  APPLICABLE  LAW, ANY
OBJECTION  THAT IT MAY NOW OR HEREAFTER  HAVE TO THE LAYING OF VENUE OF ANY SUCH
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

            (c) Waiver of Jury Trial.  EACH PARTY HERETO HEREBY WAIVES ANY RIGHT
THAT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIM, COUNTERCLAIM,  SETOFF, DEMAND,
ACTION OR CAUSE OF  ACTION  (A)  ARISING  OUT OF OR IN ANY WAY  RELATED  TO THIS
AGREEMENT,  OR (B) IN ANY WAY  CONNECTED  WITH OR  PERTAINING  OR  RELATED TO OR
INCIDENTAL  TO ANY DEALINGS OF THE PARTIES TO THIS  AGREEMENT  OR IN  CONNECTION
WITH THIS  AGREEMENT  OR THE EXERCISE OF ANY PARTY'S  RIGHTS AND REMEDIES  UNDER
THIS AGREEMENT OR OTHERWISE,  OR THE CONDUCT OR THE  RELATIONSHIP OF THE PARTIES
HERETO,  IN ALL OF THE FOREGOING CASES WHETHER NOW EXISTING OR HEREAFTER ARISING
AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

      SECTION 8.3 Notices.  All demands,  notices and  communications  hereunder
shall be in writing  and shall be deemed to have been duly  given if  personally
delivered at or mailed by registered mail, return receipt  requested,  to (a) in
the case of the Company,  to Asset Settlement Group,  Inc., 2015 A Osborne Road,
St. Marys, Georgia 31558, Attn: Brittany Ellis,  facsimile:  (912) 882-9461; and
(b) in the case of the  Approved  Underwriter,  to AVS  Underwriting,  LLC,  175
TownPark  Drive,  Suite  400,  Kennesaw,  Georgia  30144,  Attention:  Phil Loy,
facsimile: (770) 926-7933, or at such other address or facsimile number as shall
be  designated  by  either

<PAGE>

such Person in a written  notice to the other.  Notwithstanding  the  foregoing,
notice of breach, service of legal process or other similar communications shall
not be given by  electronic  mail and will not be deemed  duly given  under this
Agreement  if  delivered  by such means.  Notices,  demands  and  communications
hereunder  given by facsimile or electronic  mail shall be deemed  received upon
oral confirmation of receipt by the addressee or upon the sender's receipt of an
affirmative confirmation of receipt thereof by the addressee.

      SECTION  8.4  Severability  of  Provisions.  If  any  one or  more  of the
covenants,  agreements,  provisions  or terms of this  Agreement  shall  for any
reason whatsoever be held invalid, then such covenants,  agreements,  provisions
or terms shall be deemed  severable  from the remaining  covenants,  agreements,
provisions  and terms of this  Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement.

      SECTION 8.5 Assignment.  The Approved  Underwriter  hereby agrees that the
Company has the right to assign all of its rights and  obligations  hereunder to
any assignee  and each  assignee  may assign to a  subsequent  assignee.  If the
Company assigns this  Agreement,  such assigning party will no longer be a party
to this  Agreement  and will have no duties or  obligations  hereunder.  If this
Agreement is assigned by the Company, the Approved Underwriter will agree (a) to
continue  to be bound  by each and  every  one of its  obligations,  agreements,
commitments,  liabilities and duties under this Agreement, (b) not to assert any
duty or obligation  arising from this Agreement against the Company or any prior
assignee and (c) to hold the Company and any prior assignee harmless against any
obligations  or  liabilities  which may be  asserted  against the Company or any
prior  assignee under this  Agreement.  Except as permitted by this Section 8.6,
none of the parties shall assign this  Agreement in whole or in part or delegate
any duties under this Agreement  without the prior written  consent of the other
party.

      SECTION 8.6 Further Assurances.  The Company and the Approved  Underwriter
agree to do and perform,  from time to time, any and all acts and to execute any
and all further instruments  required or reasonably requested by the other party
hereto more fully to effect the purposes of this Agreement.

      SECTION 8.7 No Waiver;  Cumulative Remedies. No failure to exercise and no
delay in exercising,  on the part of the Company or the Approved  Underwriter of
any  right,  remedy,  power or  privilege  hereunder  shall  operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege  hereunder  preclude  any other or  further  exercise  thereof  or the
exercise of any other right, remedy, power or privilege.  The rights,  remedies,
powers and privileges  herein  provided are cumulative and not exhaustive of any
rights, remedies, powers and privileges provided by law.

      SECTION 8.8  Counterparts.  This  Agreement may be executed in two or more
counterparts (and by different parties on separate counterparts),  each of which
shall be an original,  but all of which  together  shall  constitute one and the
same instrument.

      SECTION 8.9 No Petition.  The Approved Underwriter,  by entering into this
Agreement,  hereby  covenants and agrees that it will not at any time  institute
against the Company,  or solicit or incite any other Person to institute for the
purpose of joining in any such institution against the Company,  any bankruptcy,
reorganization,  arrangement,  insolvency or liquidation  proceedings,

<PAGE>

or other  proceedings  under any United  States  federal or state  bankruptcy or
similar law. This Section will survive the termination of this Agreement.

      SECTION 8.10 Limited  Recourse.  The obligations of the Company under this
Agreement  are  solely the  obligations  of the  Company  and  payable  from and
recourse  only to the assets of the  Company.  No recourse  shall be had for the
payment of any amount owing by the Company hereunder,  or for the payment by the
Company  of any fee in  respect  hereof or any other  obligation  or claim of or
against the Company  arising  out of or based on this  Agreement  or against any
partner,  owner,  beneficiary,  officer,  director,  employee  or  agent  of the
Company;  provided,  however,  that  nothing in this Section  shall  relieve the
Company from any liability which the Company may otherwise have in such capacity
for its own gross  negligence  or willful  misconduct.  The  agreements  in this
Section shall survive termination of this Agreement.

            The obligations of the Approved Underwriter under this Agreement are
solely the obligations of the Approved Underwriter and payable from and recourse
only to the assets of the Approved Underwriter. No recourse shall be had for the
payment of any amount owing by the Approved  Underwriter  hereunder,  or for the
payment by the Approved  Underwriter  of any fee in respect  hereof or any other
obligation  or claim of or against the  Approved  Underwriter  arising out of or
based on this  Agreement  or against any  partner,  owner,  beneficiary,  agent,
officer,  director,  employee or agent of the  Approved  Underwriter;  provided,
however,  that nothing in this Section  shall  relieve the Approved  Underwriter
from any liability that Approved Underwriter may otherwise have in such capacity
for its own gross  negligence  or willful  misconduct.  The  agreements  in this
Section shall survive termination of this Agreement.

      SECTION 8.11 Third-Party  Beneficiaries.  This Agreement will inure to the
benefit of and be binding upon the parties signatory hereto. Except as otherwise
provided in this  Agreement,  no other Person will have any right or  obligation
hereunder.

      SECTION  8.12  Merger  and  Integration.  Except  as  specifically  stated
otherwise  herein,  this  Agreement sets forth the entire  understanding  of the
parties  relating to the subject  matter hereof,  and all prior  understandings,
written or oral,  are  superseded by this  Agreement.  This Agreement may not be
modified, amended, waived or supplemented except as provided herein.

      SECTION 8.13 Headings.  The headings  herein are for purposes of reference
only and shall  not  otherwise  affect  the  meaning  or  interpretation  of any
provision hereof.

      SECTION  8.14   Indemnification.   Subject  to  the   limitations  on  the
liabilities  of  the  Approved   Underwriter  set  forth  herein,  the  Approved
Underwriter  shall  indemnify  and hold  harmless the Company and any  permitted
assignee of this Agreement or permitted  transferee  hereof from and against any
and all costs, expenses,  losses, claims, damages, injury and liabilities to the
extent that such cost, expense,  loss, claim, damage,  injury or liability arose
out of, and was imposed  upon such Person (i)  through  failure of the  Approved
Underwriter to perform its duties in compliance  with all  requirements  of law,
and (ii) by  reason of its  breach  of any  covenant,  agreement  or  obligation
contained herein,  or the failure by the Approved  Underwriter to perform any of
its covenants,  agreements,  obligations or duties contained herein,  including,
but not limited to, any judgment, award, settlement,  reasonable attorneys' fees
and other  costs or  expenses  incurred  in  connection  with the defense of any
actual or threatened

<PAGE>

action,  proceeding or claim;  provided,  however, that the Approved Underwriter
shall not indemnify  any such Person if such acts,  omissions or alleged acts or
omissions  constitute  negligence  or willful  misconduct  by the Company or any
assignee of this  Agreement.  In case any such action is brought against a party
indemnified  under  this  Section  8.14 and such  party  notifies  the  Approved
Underwriter of the commencement  thereof,  the Approved  Underwriter will assume
the defense thereof, and except as provided below, the Approved Underwriter will
not be liable to such  indemnified  party  under this  Section  for any legal or
other expenses  subsequently  incurred by such  indemnified  party in connection
with the defense thereof,  other than reasonable costs of investigation.  In any
such  proceeding  any  indemnified  party shall have the right to retain its own
counsel  at  its  own  expense.  Notwithstanding  the  foregoing,  the  Approved
Underwriter  shall pay as  incurred  (or  within 30 days of  presentation  of an
invoice) the fees and expenses of the counsel retained by the indemnified  party
in the event (i) the Approved  Underwriter and the indemnified  party shall have
mutually agreed to the retention of such counsel, (ii) the indemnified party has
reasonably  concluded  (based  on  advice of  counsel)  that  there may be legal
defenses available to it or other indemnified parties that are different from or
in addition to those available to the Approved  Underwriter,  or (iii) the named
parties to any such proceeding  (including any impleaded  parties)  include both
the Approved  Underwriter and the indemnified  party and  representation of both
parties by the same counsel  would be  inappropriate  due to actual or potential
differing  interests  between them. Any such indemnified party will not, without
the prior written consent of the Approved  Underwriter  (which consent shall not
be  unreasonably  withheld or delayed),  settle or  compromise or consent to the
entry of any judgment in any pending or threatened  claim,  action or proceeding
for  which  indemnification  may be sought  hereunder  unless  such  settlement,
compromise  or  consent  includes  an  unconditional  release  of  the  Approved
Underwriter from all liability arising out of such claim,  action or proceeding.
The indemnities  contained in this Section shall survive the termination of this
Agreement.

      SECTION 8.15 No Partnership or Joint  Venture.  Nothing  contained in this
Agreement  shall be deemed or  construed  by the parties  hereto or by any third
person to create the relationship of principal and agent or of partnership or of
joint venture.

      SECTION  8.16  Representations  By providing a life  expectancy,  Approved
Underwriter makes no implied or actual  determination,  statement or approval as
to the viability of any insurance policy or insurance document, the insurability
of any  individual or  individuals,  or the procedure  for  purchasing,  premium
financing or acquiring life insurance.

                [Remainder of the page intentionally left blank.]

<PAGE>

            IN WITNESS  WHEREOF,  the parties  have caused this  Agreement to be
executed by their duly authorized officers the day and year first above written.

                                                     (Company)

                                                     By: /s/ Brittany Ellis
                                                         -----------------------
                                                         Name:  Brittany Ellis
                                                         Title: President

                                                     AVS, LLC

                                                     By: /s/ Philip R. Loy
                                                         -----------------------
                                                         Name:  Philip R. Loy
                                                         Title: Managing Partner

<PAGE>

                                EXHIBIT A SAMPLE
[This is merely a sample form and this form is subject to change without notice]
                   FORM OF CERTIFICATE OF APPROVED UNDERWRITER

                                    AVS, LLC
                          175 TownPark Drive, Suite 400
                             Kennesaw, Georgia 30144

                                MORTALITY PROFILE

Report on:
Social Security Number:
Date of Birth:

Report Requested By:

Attention:
Phone:
Fax:

AVS  Underwriting,  LLC has reviewed in detail the medical records  forwarded to
our  company  on  _______________  by  _____________   including  the  attending
physician's  medical  records,  laboratory  records and radiology  reports dated
______ through _______.

Summary of Findings:

____________ was documented with __________.
Medications include _____________________.

Impression:

The projected life expectancy for __________ is x months.

<PAGE>

                                    AVS, LLC
                          175 TownPark Drive, Suite 400
                             Kennesaw, Georgia 30144

                                MORTALITY PROFILE

Report on:

Social Security Number:
Date of Birth:

Current Prognosis for Mortality Profile:         x months
Table Rating:                                    %
Table:                                           X

                                                 Non-smoker or Smoker

________________________________________
J. Herbert West, MD or Marie Laure Ferru                           Date

This  report is  intended  for the  specific  use of the  company or  individual
requesting  the  report  ONLY,  and may not be  distributed  to any other  party
without the written consent of AVS, LLC or the insured.  All medical information
and/or  information  specific to the identity of any  individual  is  considered
confidential  under  certain  state laws and Federal  laws. If your state or the
insured individual's state of residence requires such protection, then state law
prohibits you from making further disclosure of the information without specific
written consent of the person to whom it pertains,  or as otherwise permitted by
law.

Evaluations  to determine  life  expectancy  are based on the  understanding  of
current available  medical records provided at the time of evaluation.  AVS, LLC
makes no  representation  that any  individual  will  expire on or near the time
period  indicated on our report.  The life  expectancy of any  individual may be
impacted  positively or negatively by factors that change  following the date of
the evaluation.  Every effort is made to anticipate  future favorable or adverse
changes in medical conditions,  but it is not possible to make  representations,
guarantees or assurances after the date of this evaluation.

AVS, LLC makes no implied or actual  determination,  statement or approval as to
the viability of any insurance policy or insurance document, the insurability of
any  individual  or  individuals,  or  the  procedure  for  purchasing,  premium
financing or acquiring life insurance that may necessitate this life expectancy.