EXHIBIT 10.3
                               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 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.


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          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.

     2.7  It is understood between the parties that Hancock will have
          confidential information regarding LMG's Producers. Hancock expressly
          covenants and agrees that it will not, for any reason whatsoever,
          during the


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o CONFIDENTIAL INFORMATION HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SEC.

          term of this Agreement and o, intentionally, directly, or knowingly
          use such confidential information to take a systematic approach toward
          soliciting and/or recruiting such Producers of LMG. During the term of
          this Agreement, in the event that o is solicited by a o, o may
          contract with such o only on products offered by o that are not
          jointly developed with o. After termination of this Agreement, in the
          event that o is solicited by a o, o may contract with such o.

     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 o. 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.

          (b)  LMG will possess and maintain at all times errors and omissions
               coverage with a limit of not less than o 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.


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o CONFIDENTIAL INFORMATION HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SEC.

          (c)  LMG will possess and maintain commercial, general and liability
               insurance with limits of not less than o 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 o 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 any 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.

               (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.


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               (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.

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.


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     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.

          (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


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o CONFIDENTIAL INFORMATION HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SEC.

     5.2  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.

     5.3  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  During the term of this Agreement, o agrees not to develop any
          proprietary products with any o without the express written approval
          of o since the termination of such Wholesaler or Producer in
          connection with this Agreement. o

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

     6.4  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.

     6.5  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 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.

     6.6  LMG and Hancock shall each be liable for fifty-percent (50%) 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


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o CONFIDENTIAL INFORMATION HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SEC.

     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  Hancock agrees that it will not, during the term of this Agreement and
          for a o after the termination of this Agreement, sell or market any
          insurance product with features or specifications that are
          substantially similar to those unique features in any proprietary
          product developed by LMG and Hancock, with any individual or entity
          other than LMG. LMG agrees that it will not, during the term of this
          Agreement and for a o after the termination of this Agreement, sell or
          market any insurance product whose features or specifications are
          substantially similar to those unique features in any proprietary
          product developed by LMG and Hancock. APPENDIX A shall identify all
          proprietary products with any unique feature.

     9.2  Notwithstanding the foregoing, in the event that o, and LMG has not
          satisfied the premium objective for such product as set forth in
          APPENDIX E, o may separately begin to sell and/or market the same or a
          substantially similar product.

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.


                                       8

<PAGE>


     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:

<TABLE>
<S>                                                   <C>
To LMG:  Legacy Marketing Group                         To Hancock:       John Hancock Life Insurance Company
                  Preston Pitts, President                                Bruce Jones, Vice President
                  2090 Marina Avenue                                      200 Clarendon Street
                  Petaluma, California 94954                              Boston, Massachusetts 02117

                                                        With copy to:     John Hancock Life Insurance Company
With copy to:     Stokes Lazarus & Carmichael LLP                         Marylou Gill Fierro, Senior Counsel
                  80 Peachtree Park Drive                                 200 Clarendon Street
                  Atlanta, Georgia  30309                                 Boston, Massachusetts 02117

</TABLE>

     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.

     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


                                       9

<PAGE>


          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.






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                                       10

<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
        ----------------


                                       11

<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.)



                                       12

<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.)


                                       13

<PAGE>


                                   APPENDIX C


        WHOLESALER AND PRODUCER AGREEMENTS AND/OR APPROPRIATE AMENDMENTS



                                       14

<PAGE>



                                   APPENDIX D

                        SCHEDULE OF AUTHORIZED PERSONNEL



                              Representing Hancock

Michele Van Leer, Senior Vice President
Bruce Jones, Vice President




                                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




                                       15

<PAGE>



                                   APPENDIX E


                               Premium Level Goals



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



                                       16