EXHIBIT 10.3

                               AMENDMENT SEVEN TO
                        ADMINISTRATIVE SERVICES AGREEMENT


THIS SEVENTH AMENDMENT TO THE ADMINISTRATIVE  SERVICES AGREEMENT is effective as
indicated  herein,  by and  between  TRANSAMERICA  LIFE  INSURANCE  AND  ANNUITY
COMPANY,   hereinafter   referred  to  as   "Transamerica,"   a  North  Carolina
corporation,  and LEGACY  MARKETING GROUP,  hereinafter  referred to as "LMG," a
California corporation.

WHEREAS, Transamerica and LMG entered into an Administrative Services Agreement,
dated May 29,  1998,  as amended,  hereinafter  referred to as the  "Agreement,"
wherein  LMG agreed to  provide  certain  Transamerica  accounting  and  service
functions  in  consideration  of the  fees as set  forth  in  APPENDIX  B of the
Agreement.


NOW,  THEREFORE,  in consideration of the foregoing recitals and mutual promises
hereinafter  contained  and other good and valuable  consideration,  the parties
hereto do agree as follows:


1.   Effective  December 16, 2002,  Add to APPENDIX C,  SERVICES TO BE PROVIDED,
     Section 2, "Other Services," sub-section d. as follows:

     "d.  Conservation  Program LMG will implement and administer a Conservation
     Program based upon mutually agreed upon written procedures,  guidelines and
     reports that include the following elements:

   1) Conservation Case Identification

      (a) Review of all  surrender  requests  to  identify  cases  that meet the
          Conservation Program criteria established by Transamerica.

   2) Program Execution

      (a) Phone calls and letters to surrendering owners

      (b) Contact with writing producer

      (c) Explanations of existing product's benefits and features

      (d) Suggestions to owners of alternative options

   3) Documentation and Reporting

      (a) Detailed documentation and tracking of conservation attempts

      (b) Regular periodic reports to Transamerica of agreed upon data

      (c) Regular  periodic  review  of Save  Ratio  (surrenders  completed  vs.
          surrenders  saved) and evaluation of program  effectiveness by LMG and
          Transamerica

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      (d) All reports to Transamerica  will be delivered within 10 business days
          of the end of the applicable reporting period

     All direct contact with contract owners,  customers and producers involving
     explanation of benefits,  product features and alternative  options will be
     performed by a Conservation  Specialist who is appropriately licensed as an
     insurance agent under applicable state law.

     Subject to 60 days advance written  notification to LMG,  Transamerica  may
     terminate the Conservation  Program effective any date for any reason on or
     after December 16, 2003 or effective any date prior to December 16, 2003 if
     the Save Ratio falls below 5% for any rolling 3 month period."


2.   Effective December 16, 2002, add to APPENDIX B, Processing Fees, Section 3,
     "Out-Of-Pocket Expenses," sub-section a.(4) as follows:

     "(4)  Transamerica  will pay LMG $2,438.40 per month for  implementing  and
     administering  the Conservation  Program described in APPENDIX C as amended
     above.  The December 2002 fee will be pro-rated.  Any change to the monthly
     payment  amount will be made in accordance  with the  provisions of Section
     4.3(b) of the Agreement."

3.   Amend APPENDIX B by deleting the  modification  made to  "Processing  Fees,
     Sub-Section 3(a)  "Out-of-Pocket  Expenses" in Amendment No. 3 so that said
     sub-section  is restored to the wording  which existed prior to the changes
     made by said Amendment No. 3.

4.   Amend APPENDIX B by replacing "1. Multi Year  Guarantee  Products" with "1.
     Annuity Products"

IN WITNESS HEREOF, the parties have hereto executed this Agreement.


LEGACY MARKETING GROUP

By: /s/ R. Preston Pitts
Title: President
Date:  July 21, 2003

TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY

By: /s/ Ken Kilbane
Title: VP Legacy Marketing Sales
Date:  July 23, 2003

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