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                                                                        EX. 10.

                          MEMORANDUM OF UNDERSTANDING
                     TO ENTER INTO JOINT VENTURE AGREEMENT
 
    Parties: The parties to this agreement are:
 
    Beneficial Assistance, an Imtek Company hereafer referred to as Beneficial;
and
 
    Kelco, Inc. hereafter referred to as Kelco.
 
Recitals:
 
    Whereas Beneficial and Kelco have agreed to enter into this memorandum of
understanding and whereas it will mutually benefit the profitability of both
parties it is hereby agreed that Beneficial and Kelco shall enter into a
strategic alliance.
 
Responsibilities of Beneficial:
 
    1.  Beneficial shall be solely responsible for the development, 
        implementation, and closing of all marketing and sales efforts 
        related to the funding from individuals, groups, professional 
        associations and institutions of any sort and description for the 
        purposes of funding viatical settlement contracts.
    2.  Beneficial shall provide to Kelco all agreements Beneficial has with all
        current agents and/or brokers including those in California and Florida
        who currently provide placement services for viatical contracts for the
        terminally ill.
    3.  Beneficial shall modify its existing Purchase Authorization Agreement to
        include a reference to add as an acceptable alternative choice in
        addition to William R. Evans, Chartered, a viatical settlement company
        licensed to do business in any state where licensing is required.
    4.  It is understood and agreed that William R. Evans, Chartered shall
        retain responsibility for all policy follow-up including but not limited
        to policy update, premium payment and administration of whatever nature
        or action required. In each case where the owner of the policy is Kelco,
        William R. Evans shall be designated as the irrevocable beneficiary of
        all viatical contracts envisioned by this joint venture agreement
        memorandum of understanding.
    5.  Beneficial guarantees that Kelco shall have the right of first refusal
        to present to Kelco all viatical contracts for funding and that
        Beneficial shall in all cases attempt to fund contracts presented to it
        by Kelco.
    6.  Beneficial shall use its expertise in developing all of these funding 
        sources for the purpose of funding viatical contracts generated by 
        Kelco, contemplated, realized, or actually funded under this 
        agreement.

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Responsibilities of Kelco:
 
    1.  Kelco shall have sole responsibility for the development, marketing, 
        maintenance, and closing for all efforts in the production, purchase 
        and contract generation of terminally ill patients for any viatical 
        contract.
    2.  Kelco guarantees that Beneficial shall have the right of first refusal
        to fund the purchase of all contracts produced through Beneficial's
        resources. If Beneficial refuses a contract purchase, Kelco shall pay
        Beneficial a 2% commission based upon face amount for viatical
        settlements successfully viaticated with another buyer. If the Kelco
        profit falls below 2%, Kelco and Beneficial shall reasonably negotiate a
        commission.
    3.  Kelco shall prepare an agreement authorizing Beneficial to distribute
        Kelco advertising/promotional materials on Kelco's behalf.
 
Both parties to this Memorandum of Understanding agree and covenant that it 
is their mutual intent to share net profits generated equally on the closing 
of any viatical contract established under this strategic alliance. Such 
establishment includes any contact funded by Beneficial and purchased by 
Kelco. The net profitability and any formulas for costs of operation shall be 
disclosed on an ancillary memorandum of understanding executed simultaneously 
with the execution of this agreement. On an annual basis, Kelco's public 
accountants shall attest to the net profit distribution to Beneficial.
 
The parties further agree that ancillary agreements necessary to effectuate this
agreement and any other necessary agency agreements, licenses contracts and the
like required to effectuate the intent of this agreement shall be executed by
the parties as reasonably soon after the completion of this memorandum as
practicable. Further, any information that must be shared for the efficient
administration of the joint venture shall be provided to each party at the
request of the other party hereto. Any request by one party of the other party
shall be provided as soon as reasonably practicable following such request.
 
    This memorandum of understanding is a preliminary agreement of understanding
and the full joint venture agreement may be produced as soon as practicable
following the execution of this agreement.
 
    In Witness Whereof we have signed this Memorandum of Understanding.
 
For Beneficial Assistance
 
                                            By: /s/ ANDREW J. WALTER
                                            --------------------------------
Name: Andrew J. Walter                      Andrew J. Walter, President
 
For Kelco, Inc.
 
Steve Keller                                By: President
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Name                                        Name-Title