Exhibit 10.6

INTERCOMPANY TAX SHARING AGREEMENT

This Intercompany Tax Sharing Agreement (this "Agreement") is made entered into
by and between First American Capital Corporation ("FACC" and "Parent") and
First Life America Corporation ("FLAC" and "Subsidiary") on December 31, 2003.

RECITALS

A. FACC and FLAC compromise a Consolidated Group filing a Consolidated Return
   (as defined herein) under the applicable provisions of the Code.

B. The parties wish to specify the manner in which they will share the
   Consolidated Tax Liability (as defined herein) of the Consolidated Group
   and the manner in which Tax Attributes (as defined herein) are to be
   treated as among the members of the Consolidated Group.

NOW, THEREFORE, it is hereby agreed as follows:

1	DEFINITIONS

1.1	"AMT" means the alternative minimum tax determined as provided in
        Section 55 of the Code.

1.2	"Code" means the Internal Revenue Code of 1986, as amended, together
        with the Treasury Regulations promulgated thereunder and the
        applicable rulings and interpretations thereof, and any successor
        provision thereof.

1.3	"Consolidated Return" means the consolidated federal income tax return
        filed by the Parent on behalf of the Group.

1.4	"Consolidated Return Year" means any Taxable Year for which a
        Consolidated Return is filed.

1.5	"Consolidated Tax Attributes" means any Tax Attributes available to
        reduce the Regular Tax liability or the AMT liability, as the case may
        be, of a member of the Group in a Consolidated Return Year in excess
        of the Tax Attributes that would have been available to such member
        in such Taxable Year on a Separate Return Basis.

1.6	"Consolidated Tax Liability" means the overall liability of the Group
        for Taxes in any Consolidated Return Year, as reported on the
        Consolidated Return

1.7	"Net Operating Loss" means any net operating loss or net operating
        loss carryover or carryback, as defined in Section 172 of the Code.

1.8	"Original Company" means the Company, which generated a particular
        Tax Attribute.
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1.9	"Regular Tax" means that regular tax imposed on the taxable income
        of a corporation at the rates specified in Section 11 of the Code.

1.10	"Separate Tax Liability" means the amount (if any) of Regular Tax
        for which a Company would be liable in any Taxable Year if the
        Company had not joined in the filing of a Consolidated Return, but
        had instead filed and computed its Tax on a separate return basis

1.11    "Separate Return Basis" means the computation of Tax for a member of
        the Consolidated Group on the basis of a separate federal income tax
        return for the Taxable Year.

1.12	"Tax or Taxes" means, with respect to any taxpayer for any Taxable
        Year, either the Regular Tax or the AMT, whichever is applicable for
        such Taxable Year.

1.13	"Taxable Year" means any Consolidated Return Year or separate taxable
        year, as the case may be.

1.14    "Tax Attributes" means either Net operating Loss or Tax Credits.

1.15	"Tax Credit" means any credit or credit carryover that may be
        applied to reduce the taxpayer's Regular Tax liability, including
        but not limited to the minimum tax credit determined as provided in
        Section 53 of the Code.

1.16	"Utilization Year" means the Taxable Year in which a particular Tax
        Attribute is utilized to offset the income of, or reduce the Taxes
        attributable to, a Company other than the Originating Company in
        determining the Consolidated Group's Consolidated Tax Liability.

2	ALLOCATION OF CONSOLIDATED TAXABLE LIABILITY

2.1	Consolidated Return - For each Taxable Year, commencing with the
        effective date of this Agreement, the Parent and the Subsidiary shall
        join in the filing of a Consolidated Return; and the parties agree to
        file such consents, elections and other documents as may be necessary
        or appropriate for such purpose.  Parent shall pay on behalf of the
        Consolidated Group, on or before the due date for each Consolidated
        Return Year (including extensions), all Taxes reported thereon.

2.2	Allocation of Consolidated Tax Liability Between Parent and
        Subsidiary - Each Company shall be responsible for and shall
        reimburse the Parent for its share of the Consolidated Group's
        Consolidated Tax Liability.  A Company's share of the Consolidated
        Group's Consolidated Tax Liability shall be determined as follows:

A.      If Regular Tax Is Payable - If the Consolidated Group's Consolidated
        Tax Liability is for Regular Tax, the Company's share of such tax

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        shall be equal to its Regular Tax liability, computed on a Separate
        Return Basis, after taking into account all Consolidated Tax
        Attributes available to such Company to reduce its Separate Tax
        Liability.

B.      If AMT Is Payable - If the Consolidated Group's Consolidated Tax
        Liability is for AMT, the Company's share of such Tax shall be the
        amount of AMT for which the Company would be liable if computed on
        a Separate Return Basis (and without regard to the Regular Tax for
        such Taxable Year), after taking into account all Consolidated Tax
        Attributes available for such Company to reduce AMT.

2.3	Payment - Each Company shall pay promptly to the Parent, on a
        quarterly basis not later than the due date for the estimated
        quarterly payment of the Taxes of the Consolidated Group, the
        Company's share of such payment, estimated in the same manner as
        specified in Section 2.2, with the final adjustments to be made
        following the preparation of the Consolidated Return for the
        Consolidated Return Year.

3	UTILIZATION OF TAX ATTRIBUTES

3.1	Generally - In certain Consolidated Return Years, the Separate Tax
        Liability of one Company of the Consolidated Group may be reduced
        through the utilization of Net Operating Losses of a Company, or the
        taxes payable by the Consolidated Group as a whole may be reduced by
        Tax Credits generated or earned by one Company of the Consolidated
        Group which are in effect used to reduce the Separate Tax Liability
        of the other Company.  The parties intend that the tax savings
        attributable to the use of such Tax Attributes should inure generally
        to the benefit of the Company of the Consolidated Group ("Originating
        Company") that earned or generated the Tax Attributes in question;
        and that the members of the Consolidated Group should reimburse one
        another, through the common parent, for the value of the Consolidated
        Tax Attributes utilized in each Consolidated Return Year.

3.2	Reimbursement for Utilization of Tax Attributes - For each
        Consolidated Return Year in which Consolidated Tax Attributes
        generated or earned by a Company are utilized to reduce the Regular
        Tax Liability of other Companies of Consolidated Group (without
        regard to whether the Consolidated Group's Consolidated Tax Liability
        for such Taxable Year is computed with references to the Regular Tax
        or the AMT), the Company utilizing the Tax Attributes shall reimburse
        each Originating Company, for the value of the Consolidated Tax
        Attributes so utilized.  Such reimbursements shall be made as
        provided in Paragraph 3.4; and the value of the Tax Attributes in
        question shall be determined by reference to the differences between
        (i) the Company's share of the Consolidated Group's Consolidated Tax
        Liability in the Utilization Year(s), and (ii) the share (as
        calculated pursuant to Section 2.2) of such Consolidated Tax Liability
        that the Company would have been responsible for had said Tax
        Attributes not been available to the Consolidated Group in the
        Utilization Year(s).

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3.3	Components - The parties will not reimburse one another for the use
        of components of taxable income other than the specific Tax
        Attributes named.  Therefore such components as capital loss
        carryforwards, excess charitable contributions, etc., will not be
        accounted for on a Separate Return Basis for purposes of this
        Agreement.

3.4	Payment - Each Company shall pay or credit Parent, and Parent shall
        pay or credit each Originating Company, on a quarterly basis in each
        Utilization Year, not later than the due date for the estimated
        quarterly tax payment of Taxes of the Consolidated Group for such
        year, the estimated amount which each such member of the
        Consolidated Group is required to pay, or is entitled to receive,
        for such quarter, with a final adjustment to be made following the
        preparation of the Consolidated Return for such Utilization Year.

4	Adjustment - In the event of any adjustment of the Consolidated Tax
        Liability of the Consolidated group for any Consolidated Return Year,
        by reason of the filing of an amended return, tentative loss
        carryback refund applications, claim for refund, or an examination
        by the Internal Revenue Service, the respective liabilities of Parent
        and Subsidiary shall be redetermined hereunder after fully giving
        effect to any such adjustment, as if such adjustment had been part
        of the original computation; and the parties shall promptly settle
        any amounts owing among them.

5	Financial Accounting Standards - For purposes of applying Statement
        of Financial Accounting Standards No 109 ("FAS 109"), "current tax
        liability" of any Company shall mean the amount due to the Parent
        under Section 2.2 of this Agreement, and "deferred tax liability"
        shall mean the deferred tax liability of each Company based on the
        books and records of the Company.  Each Company agrees to record
        income tax liability in its books and records in accordance with
        FAS 109.  To the extent required by regulations promulgated by the
        applicable domiciliary state, the Parent and or Subsidiary agrees
        to account for income taxes in accordance with the Statement of
        Statutory Accounting Principles Number 10, as amended from time to
        time.

6	MISCELLANEOUS PROVISIONS

6.1	The provisions and terms of this Agreement shall be binding on and
        shall inure to the benefit of any successor (whether by operation
        of law or otherwise) to any parties hereto.

6.2 	Unless earlier terminated by the written mutual agreement of the
        parties, this Agreement shall remain in effect with respect to all
        taxable years for which Consolidated Returns are filed by the
        Consolidated Group.

6.3	No modification, extension, renewal, recession, termination, or
        waiver of any provision contained herein shall be binding upon
        any party unless made in writing and signed on its behalf by any
        authorized officer of such party.

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6.4	If at any time any other company becomes a member of the
        Consolidated Group, the parties hereto agree that such new member
        may become a party to this Agreement by executing a duplicated
        copy of this Agreement.  Unless otherwise specified, such new
        member shall have all rights and obligations of each other Company
        under this Agreement.

6.5	This Agreement and any amendments to this Agreement may be executed
        in any number of counterparts, each of which shall be deemed to be
        the original, although the others shall not be produced, and
        execution of a counterpart shall be sufficient to make this
        Agreement binding upon executing the same.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above set forth.


[FIRST AMERICAN CAPITAL CORPORATION]

By: /s/ Harland E. Priddle
Print Name: Harland E. PRiddle
Date: 12/31/03



[FIRST LIFE AMERICA CORPORATION]

By: /s/ Vincent L. Rocereto
Print Name: Vincent L. Rocereto
Date: 12/31/03