documentation  and  records  related  to the  Services  provided  including  the
accounting necessary to support charges for Services. The Service Provider shall
maintain custody of said documentation and records and shall make them available
to the Company  and the  appropriate  insurance  regulator  of the Company  upon
request.

       2.     CHARGES FOR SERVICES.
              --------------------

       (a) It is the  intention of the parties that the charges for the Services
provided  under  this  Agreement  be  determined  in  accordance  with  fair and
reasonable  standards  and that no party  realize a profit nor incur a loss as a
result of the Services rendered pursuant to this Agreement.

       (b) The Company  agrees to reimburse the Service  Provider for all direct
costs  incurred on behalf of the Company and for all indirect costs which may be
charged to the Company as follows:

              (i) "Direct Costs" include costs incurred by the Service  Provider
for Services provided directly to the Company, including but not limited to: (a)
All costs  incident to any employee or  employees  who are employed in rendering
Services to the Company, such as salary, payroll taxes, and benefits and (b) the
cost of other reasonable and necessary  business  expenses incurred by employees
who are employed in rendering  Services to the Company such as training,  travel
and  lodging.  Direct  Costs  shall be charged  in  accordance  with  reasonable
functional cost studies and/or other information and  methodologies  used by the
Service Provider for internal cost distribution including, where appropriate, an
analysis of time spent by each employee providing Services to the Company and/or
the percentage of administrative  systems utilized.  Data for this analysis will
be collected  through  tracking of unit costs of Services,  through time studies
conducted  periodically,  or through other  methods  consistent  with  customary
insurance accounting practices  consistently  applied.  Annually,  the bases for
determining  direct costs shall be modified and adjusted by mutual  agreement of
the Service Provider and the Company, where necessary or appropriate,  to fairly
and equitably reflect the actual cost incurred by the Service Provider on behalf
of the Company.

              (ii)  "Indirect  Costs"  include all other  costs  incurred by the
Service Provider in rendering Services to the Company, including but not limited
to the  cost  of  rent  or  depreciation  of  office  space,  utilities,  office
equipment,  and  supplies  utilized by  employees  who are employed in rendering
Services to the Company. Indirect costs shall be charged to the Company based on
the   proportion  of  total  direct  costs   chargeable  to  the  Company  under
subparagraph  (i), herein. In other words, if the direct costs chargeable to the
Company represents 20% of the Service Provider's total direct costs, then 20% of
the Service Provider's indirect costs will be charged to the Company.

       (c) The charges for Direct  Costs and  Indirect  Costs  referred to above
shall  be made by the  Service  Provider  on a  monthly  or  quarterly  basis as
appropriate for the particular Service.

       (d) In the event the Service Provider or the Company should discover upon
review of its  accounting by its internal  auditors,  independent  auditor,  any
state insurance  department,  or other regulatory agency, that an amount charged
for Services provided  hereunder was erroneous,  the party discovering the error
will  give  prompt  notice  of such  error  to the  affected  party  under  this
Agreement.  Such notice shall contain a  description  of the  accounting  error,
corrective action and supporting documentation. Any amounts owing as a result of
the correction shall be paid within sixty (60) days after notice has been given.

       (e) The  Company  shall  have  the  right  to  inspect  and  audit,  upon
reasonable notice to the Service Provider,  all books and records of the Service
Provider  related to the  provision of the Services so as to verify the accuracy
of all expenses reimbursed under this Agreement.


                                       57
<PAGE>


       3.     TERM.
              ----

       This Agreement shall be effective on the first day of January,  2001, and
shall  end  on  the  31st  day  of  December,  2001.  This  Agreement  shall  be
automatically  renewed on the first day of each calendar year  thereafter  for a
twelve-month  period  under  the  same  terms  and  conditions,  subject  to the
provisions for termination set forth herein.

       4.     TERMINATION.
              -----------

       This  Agreement  may be  terminated  by the  Service  Provider  or by the
Company by providing  thirty (30) days' written notice to that effect  addressed
to the other party.  Any Services  provided  following  the date of  termination
which, by their nature,  continue after  termination shall be provided under the
same terms and conditions which prevailed at the time of such notice.

       5.     STANDARD OF SERVICE.
              -------------------

       The  Service  Provider  shall  perform the  Services  in a competent  and
professional  manner  according to standards agreed upon by the Service Provider
and the Company. The Service Provider agrees that it will exercise due diligence
to abide by and comply with all laws, statutes, rules,  regulations,  and orders
of any  governmental  authority in the  performance  of its Services  under this
Agreement.  The  Service  Provider  will  conduct its  business  and perform its
obligations  in a manner  which  will  not  cause  the  possible  revocation  or
suspension of the Company's  Certificate(s) of Authority or cause the Company to
sustain  any  fines,  penalties,  or other  disciplinary  action  of any  nature
whatsoever.

       6.     LIMITATION OF AUTHORITY.
              -----------------------

       The Company  shall retain  ultimate  control and  responsibility  for all
Services that it has delegated to the Service Provider under this Agreement.  In
no event shall the Services  involve  control of the  management of the business
and  affairs  of the  Company.  The  Service  Provider  shall  provide  Services
hereunder as an independent contractor,  and shall act hereunder so as to assure
the separate operating identity of the Company.  While rendering Services to the
Company  pursuant to this  Agreement,  the Service  Provider,  its  officers and
employees  shall not at any time or for any purpose be considered  agents of the
Company  unless  otherwise  expressly  agreed  to  by  the  parties.   Under  no
circumstances  shall the Services  provided pursuant to this Agreement be deemed
to be those of a third  party  administrator  pursuant to any  applicable  state
statutes.

       7.     INDEMNIFICATION.
              ---------------

       (a) The Company hereby agrees to indemnify,  defend and hold harmless the
Service Provider,  its officers,  directors and employees,  from and against any
and all  claims,  demands,  losses,  liabilities,  actions,  lawsuits  and other
proceedings, judgements and awards, and costs and expenses (including reasonable
attorneys' fees), arising directly or indirectly, in whole or in part out of any
action taken by the Service Provider within the scope of its duties or authority
hereunder, excluding only such of the foregoing as result from the negligence or
willful acts or  omissions of the Service  Provider,  its  officers,  directors,
agents and employees.  The provisions of this section shall survive  termination
of this Agreement.

       (b) The Service  Provider  hereby  agrees to  indemnify,  defend and hold
harmless the Company and its officers,  directors and employees from and against
any and all claims,  demands,  losses,  liabilities,  action, lawsuits and other
proceedings,  judgments and awards, fines and penalties,  and costs and expenses
(including reasonable attorneys' fees), arising directly or indirectly, in whole
or in part,  out of the negligence or any willful act or omission of the Service


                                       58
<PAGE>


Provider  or of  any  of  its  officers,  directors,  agents  or  employees,  in
connection  with this  Agreement or the  performance  of the Service  Provider's
Services  hereunder,  or out of any action taken by the Service  Provider beyond
the  scope  of  the  Service  Provider's  duties  or  authority  hereunder.  The
provisions of this section shall survive termination of this Agreement.

       8.     NOTICES.
              -------

       All notices,  requests,  and  communications  required or permitted under
this  Agreement  shall be in writing  and deemed  given  when  addressed  to the
applicable  address set forth in Exhibit B attached  hereto and (i) delivered by
hand to an officer  of the other  party,  (ii)  deposited  with the U.S.  Postal
Service, as first-class  certified or registered mail, postage prepaid, or (iii)
deposited with an overnight courier.  Any notice of a change of address shall be
given in the same manner.

       9.     COOPERATION.
              -----------

       Each party to this Agreement  shall  cooperate with the other party,  and
with appropriate  governmental authorities (including,  without limitation,  the
Securities  and Exchange  Commission,  the National  Association  of  Securities
Dealers  and state  insurance  regulators)  and shall  permit  such  authorities
reasonable  access to its books and records in connection with any investigation
or inquiry relating to this Agreement or the transactions contemplated hereby.

       10.    ARBITRATION.
              -----------

       Any controversy or claim arising out of or relating to this Agreement, or
the breach thereof, shall be settled by arbitration in accordance with the Rules
of the American  Arbitration  Association,  and  judgment  upon the award may be
entered in any Court having jurisdiction thereof.

       11.    WAIVER.
              ------

       No waiver of any provision of this  Agreement  shall be deemed,  or shall
constitute, waiver of any other provision, whether or not similar, nor shall any
waiver  constitute  a  continuing  waiver.  No waiver  shall be  binding  unless
executed  in writing by the party  making  the  waiver.  Failure of any party to
exercise or delay in exercising  any right or power granted under this Agreement
shall not operate as a waiver of any such right or power.

       12.    MISCELLANEOUS.
              -------------

       This  Agreement  may not be  assigned by either  party  without the prior
written  consent  of the other  party.  This  Agreement  constitutes  the entire
agreement of the parties hereto. This Agreement may be amended only by a written
instrument executed by both parties. If any portion of this Agreement is invalid
under any  applicable  statute or rule of law, it shall not affect the remainder
of this Agreement which shall remain valid and binding.  This Agreement shall be
binding  on the  parties,  their  legal  representatives  and  successors.  This
Agreement  shall be construed in accordance with and governed by the laws of the
State of Georgia,  the state in which the Services are provided,  without regard
to principles of conflict of laws.


                                       59
<PAGE>


       14.    COUNTERPARTS.
              ------------

               This Agreement may be executed in separate counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument.


              IN WITNESS  WHEREOF,  the parties have caused this Agreement to be
duly executed as of the date first above written.

                                 ING North America Insurance Corporation, Inc.

                                 By:___________________________
                                 Name:_________________________
                                 Title:__________________________

                                 Golden American Life Insurance Company

                                 By:___________________________
                                 Name:_________________________
                                 Title:__________________________


                                       60
<PAGE>


                                LIST OF EXHIBITS


         A-1      Underwriting and New Business Processing Services

         A-2      Licensing and Contracting Services

         A-3      Policyowner and Claims Processing Services

         A-4      Actuarial Services

         A-5      Information Services

         A-6      Legal, Risk Management and Compliance Services

         A-7      Human Resource Services

         A-8      Marketing and Sales Promotion Services

         A-9      Tax Services

         A-10     Reinsurance Management and Administration Services

         A-11     Management Services

         A-12     Printing, Record, File, Mail and Supply Services

         B        Addresses for Notices


                                       61
<PAGE>


                                   Exhibit A-1
                Underwriting and New Business Processing Services


Services related to underwriting and new business processes  including,  but not
limited to:

     1.   Underwriting and risk consulting services.

     2.   Analysis of underwriting standards.

     3.   Assistance and advice in the  development of appropriate  underwriting
          standards in accordance with all laws and regulations of the Company's
          state.

     4.   Perform underwriting in accordance with Company guidelines.

     5.   Provide medical and/or technical support and advice to underwriting.

     6.   Approve for issue all applications which meet underwriting criteria.

     7.   Process all approved  applications  and issue and deliver  policies to
          policyholders.

     8.   Financial and other reporting in connection with  underwriting and new
          business processing.


                                       62
<PAGE>


                                   Exhibit A-2
                       Licensing and Contracting Services

Services  related to  producer  licensing  and  contracting  including,  but not
limited to:

     1.   Assist with pre-appointment investigations of producers.

     2.   Administer producer licenses,  contracts and producer compensation and
          maintain a computer database for license and contract status.


                                       63
<PAGE>


                                   Exhibit A-3
                   Policyowner and Claims Processing Services

Services related to policyowner and claims processing including, but not limited
to:

     1.   Bill policyholders.

     2.   Collect premiums.

     3.   Respond to customer inquiries by phone or letter.

     4.   Administer policy changes.

     5.   Administration and support for claims.

     6.   Process claims and/or render legal,  medical or technical  support and
          advice relating to the processing, settlement and payment of claims.

     7.   Surrender, lapse and maturity processing.

     8.   Distribute benefits.

     9.   Financial  and other  reporting in  connection  with  policyowner  and
          processing services.


                                       64
<PAGE>


                                   Exhibit A-4
                               Actuarial Services

Actuarial related services including but not limited to:

     1.   Actuarial  consulting  services,  including  clerical,  technical  and
          product actuarial support and product development support.

     2.   Prepare  actuarial  reports,  opinions and  memoranda  and assist with
          asset/liability management and cash flow testing.

     3.   Conduct product experience studies.

     4.   Prepare reserve calculations and valuations.

     5.   Develop new products.

     6.   Evaluate product performance versus expectations.

     7.   Financial and other reporting in connection with actuarial services.


                                       65
<PAGE>


                                   Exhibit A-5
                              Information Services

Services related to information management including, but not limited to:

     1.   Professional, technical, supervisory, programming and clerical support
          for information services.

     2.   Informational   and  computer   services  may  be  in  the  nature  of
          applications  and programming  support,  enhancing  existing  systems,
          helping to install new systems.

     3.   Develop data processing systems strategy.

     4.   Implement systems strategy.

     5.   Program computers.

     6.   Provide data center  services,  including  maintenance  and support of
          mainframe and distribution process hardware and software.

     7.   Standard  systems  for  product   administration,   accounts  payable,
          accounting  and financial  reporting,  human  resource  management and
          inventory control.

     8.   Manage data and voice communications systems.

     9.   Manage local area networks and other desktop software and systems.

     10.  Provide  data  security  and  maintain   effective  disaster  recovery
          program.

     11.  Purchase hardware, software and supplies.

     Subject to the terms  (including any limitations and  restrictions)  of any
     applicable  software or hardware licensing agreement then in effect between
     Service Provider and any licensor, Service Provider shall, upon termination
     of this Agreement, grant to Company a perpetual license, without payment of
     any fee, in any electronic  data processing  software  developed or used by
     the  Service  Provider  in  connection  with the  Services  provided to the
     Company  hereunder if such  software is not  commercially  available and is
     necessary, in the Company's reasonable judgment, for the Company to perform
     subsequent to termination  the functions  provided by the Service  Provider
     hereunder.


                                       66
<PAGE>


                                   Exhibit A-6
                 Legal, Risk Management and Compliance Services

Services  related to legal,  risk management and compliance  including,  but not
limited to:

     1.   Provide counsel, advice and assistance in any matter of law, corporate
          governance  and  governmental   relations,   including   advisory  and
          consulting  services,  in connection with the maintenance of corporate
          existence, licenses, dealings with regulatory agencies, development of
          products,   contracts   and  legal   documents,   product   approvals,
          registration and filing of insurance and securities products, handling
          of claims and matters involving legal controversy, assist with dispute
          resolution,  select,  retain and manage  outside  counsel  and provide
          other legal services as reasonably required or requested.

     2.   Provide   assistance  in  any  matter  relating  to  risk  management,
          including  procurement  of fidelity  bond  insurance,  blanket  bonds,
          general liability insurance, property damage insurance, directors' and
          officers' liability  insurance,  workers  compensation,  and any other
          insurance purchased by the Company.

     3.   Assist in the development  and  maintenance of a corporate  compliance
          program  and a state  insurance  fraud  reporting  program.  Assist in
          maintaining  appropriate  records and systems in  connection  with the
          Company's compliance obligations under applicable state law.

     4.   Provide assistance with internal audit including review of operational
          procedures,   performance  of  compliance  tests,  and  assistance  to
          independent auditors.


                                       67
<PAGE>


                                   Exhibit A-7
                             Human Resource Services

Services related to human resource management including, but not limited to:

     1.   Personnel recruiting and support services.

     2.   Design and implementation of human resources training.

     3.   Compensation studies and benefits consulting.

     4.   Support employee communications.

     5.   Payroll services.

     6.   Benefits compensation and design and administration.

     7.   Employee relations.


                                       68
<PAGE>


                                   Exhibit A-8
                     Marketing and Sales Promotion Services

Services related to marketing and sales promotion including, but not limited to:

     1.   Prepare sales promotional items,  advertising  materials and art work,
          design,  text and articles relevant to such work,  including clerical,
          technical and supervisory support and related communications.

     2.   Support general communications with producers.

     3.   Conduct formal insurance market research.

     4.   Develop sales illustrations,  advertising materials,  and software for
          products, in compliance with state laws.

     5.   Design and implement training programs, including product and industry
          developments and legal compliance.

     6.   Distribute to employees and/or agents underwriting  guidelines for the
          products, where applicable.

     7.   Analyze and develop  compensation and benefit plans for general agents
          and agents.

     8.   Plan and support of producer conferences.


                                       69
<PAGE>


                                   Exhibit A-9
                                  Tax Services

Services related to tax including, but not limited to:

     1.   Maintenance of tax  compliance,  including tax return  preparation and
          review of financial statement tax provisions.

     2.   Management of tax and audit appeals,  including processing information
          requests,  protest  preparation,  and  participation  in  any  appeals
          conference.

     3.   Direction  of  tax  research  and  planning,   including  research  of
          compliance  issues for consistency,  development of tax strategies and
          working with new legislative proposals.

     4.   Administration  of tax  liens,  levies  and  garnishment  of  wages of
          Company employees and agents


                                       70
<PAGE>


                                  Exhibit A-10
               Reinsurance Management and Administration Services

Services related to reinsurance management and administration including, but not
limited to:

     1.   Advise with respect to reinsurance retention limits.

     2.   Advice  and  support  with  respect  to   negotiation  of  reinsurance
          treaties.

     3.   Advice  and  support  with  respect  to the  management  of  reinsurer
          relationships.


                                       71
<PAGE>


EXHIBIT A-11
------------

                               Management Services

Services related to general management including, but not limited to:

     1.   Consultative  and advisory  services to the Company's senior executive
          officers and staff with respect to conduct of the  Company's  business
          operations  and the execution of  directives  and  resolutions  of the
          Company's  Board of Directors  pertaining to business  operations  and
          functions,  including  provision of personnel to serve as officers and
          directors of Company.

     2.   Consultation  and  participation in the Company's  strategic  planning
          process;  the development of business goals,  objectives and policies;
          the development of operational,  administrative  and quality programs;
          preparation of financial and other reports;  and the  coordination  of
          such processes, goals, objectives, policies and programs with those of
          the holding company.

     3.   Advice and  assistance  with respect to  maintenance  of the Company's
          capital and surplus,  the development and  implementation of financing
          strategies  and plans and the  production  of  financial  reports  and
          records.

     4.   Representation  of the Company's  interests at government  affairs and
          industry  meetings;  participation  in the deliberation and affairs of
          trade  associations  and  promotion  of  the  Company's  products  and
          relationships with the public.

     5.   Consultative,  advisory and  administrative  services to the Company's
          senior  executive  officers  and  staff  in  respect  to  development,
          implementation  and  administration  of human  resource  programs  and
          policies,  the delivery of communications and information to employees
          regarding   enterprise   plans,   objectives  and  results;   and  the
          maintenance   of   employee   relations,   morale  and   developmental
          opportunities.

     6.   Direction  and  performance  of internal  audits and  arrangement  for
          independent evaluation of business processes and internal control.


                                       72
<PAGE>


EXHIBIT A-12
------------

                Printing, Record, File, Mail and Supply Services

Services related to printing,  records, files, mail and supplies including,  but
not limited to:

          Printing,   record,   file,  mail  and  supply   services   including,
          maintaining   policy   files;   document   control;   production   and
          distribution of standard forms,  stationary,  business cards and other
          material;  arrangement of warehouse storage space; supply fulfillment;
          mail  processing,  delivery and shipping;  participation in purchasing
          agreements;  retrieval  and  production  of documents  for  regulatory
          examinations  and litigation;  and development and  administration  of
          record retention programs.


                                       73
<PAGE>


                                    Exhibit B
                              Addresses for Notice


              ING North America Insurance Corporation, Inc.
              5780 Powers Ferry Road
              Atlanta, Georgia 30327


              Golden American Life Insurance Company
              1209 Orange Street
              Wilmington, DE 19801


                                       74