EXHIBIT 10.1

ADMINISTRATIVE SERVICES AGREEMENT

This Administrative Services Agreement ("Agreement") is entered into and
effective as of June 5, 2002, between Investors Insurance Corporation ("IIC"), a
Delaware corporation, and Legacy Marketing Group ("LMG"), a California
corporation, with reference to the following facts:

A. Concurrently herewith IIC and LMG are entering into a Marketing Agreement
pursuant to which certain insurance business is to be marketed by LMG.

B. That IIC desires to have LMG provide services to IIC with respect to this
business, and LMG is willing to provide such services, subject to the terms and
conditions of this Agreement.

C. LMG is engaged in the business of marketing insurance products nationally and
has developed a significant marketing operation and sales force, identified as
Producers: duly licensed and appointed independent insurance agents; and
Wholesalers: duly licensed and appointed independent insurance agents or
agencies who are predominately responsible for recruiting, training and managing
Producers.

Based on the foregoing facts, LMG and IIC agree as follows:

1. SERVICES

1.1 From and after the date of this Agreement, LMG agrees to
perform certain IIC accounting and service functions on behalf
of IIC. Such accounting and service functions shall consist of
the activities described in APPENDIX C, for the Contracts
recited in APPENDIX A. Consideration for such accounting and
service functions is set forth in APPENDIX B.

1.2 LMG may provide additional services for IIC that are not
specified in APPENDIX C. Consideration and other terms for
such additional services will be agreed to by LMG and IIC in
writing prior to LMG's performance of such services.

2. RIGHTS AND OBLIGATIONS OF IIC

2.1 IIC has the sole obligation to its policyholders to provide
for competent administration of the contracts administered by
LMG. IIC hereby delegates to LMG certain duties as specified
herein.

2.2 IIC shall be responsible for researching, obtaining, and
registering with the U.S. Patent and Trademark Office service
marks to be used in connection with the products jointly
developed by LMG and IIC, and any costs associated therewith,
and IIC shall own all such rights arising therefrom. IIC
grants to LMG a non-exclusive, royalty-free license for the
term of this Agreement for the use of such marks in connection
with the performance of LMG's obligations hereunder, subject
to IIC's quality control guidelines with respect thereto. IIC
will not use LMG's service marks, trademarks, and trade names
or the name of any affiliate of LMG in any way or manner not

specifically authorized in writing by LMG. Notwithstanding the
foregoing, LMG may at its own cost and expense register and
own its own marks, which may be used by LMG to market products
jointly developed by LMG and IIC that are underwritten by IIC.

2.3 With respect to claims that LMG is authorized to pay on behalf
of IIC, IIC shall be responsible for any and all costs of
litigation associated with the payment of such claims. IIC
shall have the sole discretion to determine whether to
litigate a claim. These expenses shall include, but are not
limited to, counsel fees, court fees, and LMG labor and
expenses as indicated in APPENDIX B.

2.4 IIC shall have the sole responsibility for filing, and the
costs associated with such filings, advertising materials in
those states that so require prior to approving their use by
LMG. In addition, IIC shall have the sole responsibility for
filing, and the costs associated with such filings, of
contract forms.

2.5 IIC shall be responsible for establishing and maintaining any
group trusts associated with such group product filings and
any costs associated therewith.

2.6 IIC shall be responsible for the processing of payments under
the election of a settlement option by the beneficiary or
owner. LMG's responsibilities as they relate to this function
are detailed in APPENDIX C. IIC will supply LMG with factors
to calculate estimated settlement option payments.
Notwithstanding the foregoing, this provision shall not
preclude LMG from processing such payments in the future, if
so requested by IIC, pursuant to section 1.2 of this
Agreement.

2.7 IIC shall be responsible for determining the benefits, rates,
underwriting criteria and claims payment procedures applicable
for the Contracts recited in APPENDIX A.

2.8 IIC shall, at least semiannually, conduct a review of
operations of LMG. Such review may be conducted online,
off-site, or at an LMG office. Notwithstanding the foregoing,
at least one such review will be an on-site audit of the
operations of LMG.

2.9 IIC shall be responsible for the underwriting or other
standards pertaining to the business underwritten by IIC.

2.10 IIC shall provide LMG with 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. If, in
the absence of written notice, LMG relies to its detriment on
instructions or directions from one who is no longer
authorized, IIC will indemnify LMG for any resulting loss or
claim.

2.11 (a) Agent Initial Appointment Fees--IIC shall be
responsible for payment of the initial resident
appointment fees for Wholesalers and Producers who
have satisfied LMG's and IIC's agreed upon selection
and compliance criteria.

* Confidential information omitted and filed separately with the SEC.

(b) Agent Renewal Appointment Fees--IIC shall be
responsible for payment of resident renewal
appointment fees for contracted Wholesalers and
Producers.

(c) Agent Termination Fees--IIC will be responsible for
Wholesaler and Producer appointment termination fees
in the states that mandate such fees.

2.12 IIC will make LMG aware of any significant NAIC actions or issues.

2.13 If IIC receives any of the following:

(a) Notice of the commencement of any legal proceeding
involving any of IIC's customers for the Contracts
referenced in APPENDIX A.

(b) A communication from any insurance department, other
administrative agency, or any other person
identifying a complaint by any IIC customer or
calling a hearing involving any IIC practice, for the
Contracts referenced in APPENDIX A.

(c) Written complaints regarding IIC Contracts referenced
in APPENDIX A from customers of IIC (oral
complainants are directed to make their complaint in
writing and therefore will be handled in accordance
with such written complaint handling procedures).

(d) A demand or request by any court, government agency,
or regulatory body to examine any of the books and
records of IIC relating to the Contracts referenced
in APPENDIX A.

IIC will notify LMG within three (3) business days of such receipt. IIC will
send copies of any necessary documentation to LMG within five (5) business days,
or sooner if reasonably requested by LMG, and will cooperate with and assist LMG
in responding to such document. Notwithstanding the foregoing, written
guidelines and procedures for such assistance will be established by mutual
agreement of LMG and IIC.

3. RIGHTS AND OBLIGATIONS OF LMG

3.1 LMG agrees to maintain the following insurance coverage:

(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 *. LMG will also maintain adequate surety
bond(s) as required in the states in 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 state that mandates the
maintenance of such bond.

* Confidential information omitted and filed separately with the SEC.

(b) LMG will possess and maintain at all times errors and
omissions coverage with a limit of not less than *
written by an insurer with a minimum A.M. Best rating
of A-. Such coverage will comply with the
requirements of the states in which such insurance
coverage is required.

(c) LMG will possess and maintain commercial, general,
and liability insurance with limits of not less than
* per occurrence combined single limit.

3.2 In the event malfunction of LMG systems 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 event IIC 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 IIC. Notwithstanding the foregoing, in the
event that IIC provides incomplete or inaccurate information
to LMG that causes errors or mistakes in any record, report,
data, information, or output, IIC shall reimburse LMG for the
cost of correcting and reprocessing such records.

3.3 LMG shall respond to all correspondence of a routine nature
and other general functions necessary for satisfactory
administration of the Contracts referenced in APPENDIX A. LMG
shall maintain complaint files and complaint logs to comply
with applicable laws and regulations. Notwithstanding the
foregoing, IIC retains the ultimate responsibility for the
filing of such complaint logs or files with the appropriate
regulatory agencies. In addition, IIC shall be responsible for
all other regulatory logs or filings, including the
maintenance of advertising logs.

If LMG receives:

(a) Notice of the commencement of any legal proceeding
involving any of IIC's customers.

(b) A communication from any insurance department, other
administrative agency, or any other person
identifying a complaint by any IIC customer or
calling a hearing involving any IIC practice.

(d) A demand or request by any court, government agency,
or regulatory body to examine any of the books and
records of IIC relating to Contracts or Services.

LMG will notify IIC within three (3) business days of such
receipt. LMG will send copies of any necessary documentation
to IIC within five (5) business days, or sooner if reasonably
requested by IIC, and will cooperate with and assist IIC in

* Confidential information omitted and filed separately with the SEC.

responding to such document. Notwithstanding the foregoing,
(i) written guidelines and procedures for such assistance will
be established by mutual agreement of LMG and IIC and (ii) LMG
will respond to complaints within the time parameters mandated
by the pertinent state department of insurance or as
delineated in the complaint handling procedures.

3.4 LMG will maintain a file containing any correspondence
relating to complaints received from IIC customers and/or
government agency or regulatory body for a period of seven (7)
years from receipt of the complaint letter. IIC will respond
to summons and complaints commencing legal actions on its own
behalf and will be responsible for associated costs.

3.5 LMG will provide a written notice, approved in writing by IIC,
to policyholders advising them of the identity of IIC and LMG
and the relationship between LMG, the policyholder, and IIC.

3.6 LMG will use only advertising pertaining to the business
underwritten by IIC that IIC has approved in writing in
advance of its use. If so required, IIC shall obtain the prior
approval of the appropriate Department of Insurance before
approving advertising for use by LMG. IIC will also be
responsible for all costs associated with obtaining such
approval.

3.7 * is responsible * for system modification costs for initial
new product development, which will be documented by LMG at
the completion of each new product If * withdraws such a
product from the market prior to the product being on the
market for *, * will reimburse * for system modification costs
paid by * to administer the product in a pro-rata amount. The
pro-rata amount will be determined on the following formula:

--------------------------------- -------- ----------------------- ------- -------------------------
Total number of months
remaining of the
*.
-------------------------- Total amount spent on
Total number of *. X system modifications = Pro-rata amount
--------------------------------- -------- ----------------------- ------- -------------------------

Example: IIC withdrew the product 12 months after being on the market; e.g.,
- -------

* Months X $100,000.00 = $*
--------
* Months

Notwithstanding, * will not be required to reimburse * for
such modifications if * and * agree in writing to withdraw
such a product. * is not responsible for the costs associated
with other modifications that are not necessary to the normal
course of business. * will reimburse * for any system
modification costs requested that are beyond those necessary
to the normal course of business at its standard rates
illustrated in APPENDIX B.

3.8 LMG grants to IIC a non-exclusive, royalty-free license for
the term of this Agreement for the use of LMG's marks in
connection with the use on IIC proprietary products, subject
to IIC's quality control guidelines with respect thereto. IIC
will not use LMG's service marks, trademarks, and trade names
or the name of any LMG affiliate in any way or manner not
specifically authorized in writing by LMG.

3.9 LMG shall have no authority, nor shall it represent itself as
having such authority, other than as specifically set forth in
this Agreement. LMG specifically agrees that it will not do
any of the following without the prior written consent of IIC:

(a) Litigation: Institute, prosecute, or defend any legal
proceedings in connection with any matter pertaining
to the services provided pursuant to this Agreement
or IIC's business.

(b) Alterations: Waive, amend, modify, alter, terminate,
or change any term, provision, or condition stated in
any Contract or discharge any Contract in the name of
IIC with IIC's approval. Notwithstanding the
foregoing, LMG may waive, amend, modify, alter,
terminate, or change any term, provision, or
condition stated in any Contract or discharge any
Contract in the name of IIC in the resolution of
complaints from Policyholders or regulatory
authorities, provided such complaints fall within the
guidelines mutually agreed upon by IIC and LMG.

(c) Advice to Policyholders/Prospective Policyholders:
Offer tax, legal, or investment advice to any
policyholder or prospective policyholder of IIC under
any circumstances, with respect to a Contract or the
services provided pursuant to this Agreement.
Notwithstanding the foregoing, LMG shall not be
prohibited from providing detailed information
regarding Contract features when requested by the
policyholder.

3.10 Currently, LMG does not perform medical underwriting for IIC;
however, if granted such authority, LMG will comply with all
underwriting standards established by IIC and adhere to all
pertinent provisions contained in applicable third-party
administrator statutes.

4. QUALITY AND LIMITATION OF SERVICES

4.1 All services to be provided by LMG under this Agreement shall
be performed in accordance with the policies and procedures
mutually agreed upon by both parties, industry standards, and
applicable laws and regulations. IIC and LMG will use their
best efforts to agree to and document within 60 days of
execution of this Agreement the policies and procedures for
all such services to be provided by LMG on behalf of IIC.

5. HOLD HARMLESS AND INDEMNIFICATION

5.1 LMG shall indemnify and hold harmless IIC 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 IIC for any act
or omission of LMG which was directed orally or in writing by
IIC unless LMG knew that such direction by IIC was contrary to
applicable law or regulation or was otherwise contrary to
standard industry practices and LMG failed to advise IIC.

5.2 IIC shall indemnify and hold harmless LMG from any and all
claims, liability, costs, and expenses, including reasonable
attorneys' fees, arising out of IIC's negligent act(s) or
omission(s); IIC's refusal to comply with the terms of this
Agreement; IIC's failure to comply with any law or regulation
with respect to the offering or sale of contracts, or the
records maintained. LMG may rely on instructions of any person
indicated on IIC's "Schedule of Authorized Personnel,"
attached hereto as APPENDIX D. Each such person is authorized
to give instructions under this section with respect to any
matter arising in connection with this Agreement. LMG shall
not be liable for, and shall be indemnified by IIC against,
any losses arising from any action taken or omitted by LMG in
good faith on reliance upon such instruction.

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. ASSIGNMENT, MODIFICATION, AND TERMINATION OF AGREEMENT

6.1 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.

6.2 This Agreement may be modified or amended at anytime by mutual
agreement of the parties, provided the modification or
amendment is in writing and signed by one or more of the
personnel shown on APPENDIX D.

6.3 The termination of this Agreement is governed by the following
provisions:

(a) LMG or IIC may terminate this Agreement without cause
by twelve (12) months written notice to the other.
This Agreement may be terminated by mutual agreement
of the parties in writing at any time.

(b) 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 expiration of the
30-day notice period.

(c) Notwithstanding anything herein to the contrary, IIC
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 grossly unethical
activity or blatant disregard for the terms and
conditions of this Agreement.

(d) Termination of this Agreement by default or breach by
IIC 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 IIC
of any other rights it might have under this
Agreement.

(e) If this Agreement is terminated, LMG agrees that, to
assist in providing uninterrupted service to IIC, it
shall offer reasonable analysis and programming
assistance to IIC in converting the records of IIC
from the LMG system to whatever service or system is
selected by IIC, subject to reimbursement to LMG for
such assistance at its standard rates as illustrated
in APPENDIX B.

(f) If this Agreement terminates for any reason other
than by mutual written agreement, as provided for
above in Section 6.3(a), LMG and IIC agree that LMG,
at IIC's option, will continue to provide the
administrative services on behalf of IIC, as set
forth in this Agreement, for up to one year from the
date of such termination.

(g) If either party becomes or is declared insolvent or
bankrupt; is the subject of any proceedings relating
to its liquidation, insolvency, or for the
appointment of a receiver or similar officer for it;
makes an assignment for the benefit of all or
substantially all of its creditors; or enters into an
agreement for the continuation, extension, or
readjustment of all or substantially all of its
obligations, other than those agreements entered into
as part of LMG's normal course of business, the other
party may immediately terminate this Agreement for
cause.

(h) IIC shall provide written notice of termination,
modification, or cancellation of this Agreement to
the appropriate departments of insurance within
fifteen (15) days of such termination if, and to the
extent, required by applicable law or regulation. IIC
and LMG shall fulfill any lawful obligations with
respect to the Contracts referenced by APPENDIX A of
this Agreement, regardless of any dispute between LMG
and IIC.

(i) Termination of this Agreement does not affect in any
way the Marketing Agreement, executed concurrently
herewith.

7. RECORDS MAINTENANCE AND CONFIDENTIALITY

7.1 This Agreement shall be retained as a part of the official
record of both LMG and IIC for the duration of this Agreement
and for seven years after the termination of this Agreement.

7.2 LMG will maintain complete books and records of all
transactions between LMG, IIC, and its policyholders. LMG will
preserve detailed and adequate books and records of all
administered transactions among LMG, IIC and its policyholders
sufficient to permit the insurer to fulfill all of its
contractual obligations to insured persons. These books and
records shall be maintained in accordance with prudent
standards generally accepted in business record keeping. LMG
will maintain IIC's records intact and separate and apart from
the records of any other carrier. The documentation will
contain all pertinent information in sufficient detail to
identify the relevant dates, events, and persons participating
in those insurance events. LMG will maintain complete records
of all transactions taken pursuant to its third-party
administrator license. The books and records shall be
maintained throughout this Agreement and for ten (10) years
after the transaction to which they respectively relate.

7.3 IIC shall own the records generated by LMG pertaining to IIC;
however, LMG shall retain the right to continuing access to
records to permit LMG to fulfill its contractual obligations.
IIC and LMG shall have continuing right to access and copy all
accounts and records maintained by LMG related to IIC's
business. Any appropriately authorized government agency shall
have access to all books, bank accounts, and records of LMG
and IIC for the purpose of examination, inspection, and audit.
All information contained in the aforementioned books and
records, including the identity and addresses of
policyholders, shall be kept confidential, except that such
information may be used in proceedings instituted against LMG
or IIC.

7.4 If LMG and IIC cancel this Agreement, LMG may, by written
agreement with IIC, transfer all records to IIC or the
successor administrator rather than retain them for the period
referenced in Section 7.2. If LMG transfers the records to a
successor administrator or to IIC, LMG is no longer
responsible for retaining such records. The successor
third-party administrator shall acknowledge in writing in its
agreement with IIC, or IIC itself shall acknowledge in

writing, that it is responsible for retaining the records for
which LMG had previously been responsible.

7.5 LMG acknowledges that certain information received from IIC
including, without limitation, information concerning IIC
customers or consumers, may be proprietary and/or confidential
in nature. All such information shall be used by LMG solely
for purposes of providing services pursuant to the
Administrative Services Agreement between the parties. LMG
agrees to indemnify and hold IIC harmless from any and all
loss and expenses sustained by IIC as a result of the
unauthorized use of proprietary and/or confidential
information by LMG.

7.6 IIC acknowledges that certain information received from LMG
may be proprietary and/or confidential in nature. All such
information shall be used by IIC solely for purposes
contemplated by, and in a manner that is consistent with, this
Agreement or the Marketing Agreement between the parties. IIC
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 IIC.

7.7 LMG will not knowingly disclose any customer information
provided to it by or on behalf of IIC to any affiliated or
unaffiliated third party except to the extent reasonably
necessary to satisfy the purpose for which the customer
information was provided to LMG, and provided that LMG will
impose on such third party the same confidentiality
requirements that LMG is required to abide by with respect to
the customer information.

7.8 LMG will not knowingly use customer information for any
purpose other than the specific purpose for which it was
provided to LMG by or on behalf of IIC, and will make customer
information available to its employees only as reasonably
necessary to satisfy the purpose for which the customer
information was provided to LMG.

7.9 This Agreement shall be in addition to any confidentiality
provisions in this Agreement between the parties; provided,
however, that in the event of a conflict, the provision that
provides the most confidentiality or security protection for
customer information shall prevail.

7.10 Notwithstanding the foregoing, if such customer information
shall be necessary to comply with the requirements of any law,
government order, or regulation, LMG shall not be deemed in
breach of this Agreement for disclosure relating thereto
during the ordinary course of business.

7.11 LMG and IIC 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.

* Confidential information omitted and filed separately with the SEC.

8. TERM

8.1 Subject to termination as provided in Section 6.3 of this
Agreement, this Agreement shall remain in force and effect
until the close of business on March 31, 2008, the term of
this Agreement. This Agreement shall be renewed automatically
for successive terms of one (1) year unless terminated by
either party by prior written notice to the other at least
twelve (12) months prior to the end of the initial term or the
renewal term.

9. COMPUTER SYSTEM AND PROPRIETARY RIGHTS

9.1 Definitions: As used in this Agreement, the following terms
shall have such meanings:

(a) "Administrative Computer System" or "Computer System"
shall refer to all computer systems and related
materials used by LMG to administer the Contracts,
including LMG proprietary software and third-party
licensed software comprised of computer programs and
supporting documentation, including, but not limited
to, source code, object code input and output
formats, program listings, narrative descriptions,
and operating instructions and shall include the
tangible media upon which the computer programs and
supporting documentation are recorded as well as the
deliverable forms and documents.

LMG's proprietary software and third-party licensed
software are used to administer the Contracts listed
in APPENDIX A.

(b) "Property" shall mean all property of either party
including, but not limited to, data records,
materials, supplies, computer software, customer
records, premium information, underwriting files,
customer lists, sales data, policyholder data, data
on Wholesalers and Producers, and any other
distribution systems.

9.2 *. The * is, and shall remain, the property of *, and * shall
have no rights or interest in the *.

(a) * understands and agrees that, at * option, * may be
replaced at any time, at * expense, with other
suitable * of * choice. If * decides to replace *, *
agrees to test the replacement * prior to its
installation. * will provide * with reasonable notice
prior to any such replacement.

(b) Notwithstanding the above, * understands and agrees
that in no event shall * provide to * during the term
of this Agreement or any extension thereto, access to
the *.

* warrants that the * is the property of * and uses
*. * further warrants that the use of the * to
provide the services contemplated by this Agreement
will not infringe upon or violate any patent,

* Confidential information omitted and filed separately with the SEC.

copyright, trade secret, or other proprietary right
of any third party. These warranties shall survive
termination of this Agreement.

(c) If * is unable to fulfill its contractual
obligations, as set forth herein, because of its
subsequent bankruptcy or insolvency and * desires to
use the same *, * will need to obtain the required *
from the * to use the *. In addition * will need
permission from the * to use any * enhancements to
the *. All costs associated with * obtaining of * to
use the * enhancements shall be borne by *. * will be
required to provide only a copy of its modified
version of the * (subject to permission from *) in
addition to any policyholder data and transaction
history pertaining to * policyholders. * will be
responsible for implementing the modified version of
the * and building any required *.

10. GENERAL PROVISIONS

10.1 LMG and IIC agree this Agreement is an honorable undertaking,
and each agrees to cooperate with the other in carrying out
its provisions.

10.2 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 finding shall have no effect upon
any other clause, paragraph, term, or provision of this
Agreement, and the same shall be in full force and effect.

10.3 Any notice required under this Agreement 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 delivery service.
Such notice shall be directed as follows:

To LMG: Legacy Marketing Group To IIC: Investors Insurance Corporation
Preston Pitts, President Susan F. Powell, EVP
2090 Marina Ave. 3030 Hartley Rd.
Petaluma, CA 94954 Jacksonville, FL 32257

With copy to: Mike Ernst With copy to: SCOR Life Re
Stokes Lazarus & Carmichael, Yves Corcos, CEO
LLP 15305 Dallas Parkway, Suite 700
80 Peachtree Park Dr. Addison, TX 75001
Atlanta, GA 30309

10.4 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.

10.5 The persons signing this Agreement on behalf of IIC 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 boards of directors.

10.6 LMG shall, in all cases and at all times, observe and obey the
rules, regulations, instructions, and directives of IIC that
shall be equitable and consistent with the terms of this
Agreement. IIC may, from time to time, promulgate such rules,
regulations, instructions, and directions for its operations.

10.7 LMG is an independent contractor. Nothing contained in this
Agreement shall be construed to create the relationship of
employer and employee between IIC and LMG, nor shall LMG's
employees, Wholesalers, or Producers be considered employees
of IIC for any purpose.

10.8 This Agreement is the result of mutual negotiations between
the parties and shall not be deemed to have been prepared by
either party, but by both equally. The headings of the several
paragraphs contained herein are for convenience only and do
not define, limit, or construe the contents of such paragraph.

10.9 This Agreement, including APPENDICES A, B, C, and D attached
and the provisions thereof, and the Marketing Agreement
referenced on the first page hereof, constitute the entire
Agreement between the parties. The parties acknowledge that
the rights and obligations set forth in this Agreement does
not affect the rights and obligations in the Marketing
Agreement. 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 as a waiver of any succeeding breach or of any
other covenant.

10.10 When a contract (the group master policy) is issued to a
trustee or trustees, a copy of the trust agreement and any
amendment thereto, shall be furnished to IIC by LMG and shall
be retained as part of the official records of both LMG and
IIC for the duration of the Contract and for six (6) years
thereafter.

10.11 Any contracts, booklets, termination notices, or other written
communication delivered by IIC to LMG for delivery to insured
parties or covered individuals shall be delivered by LMG
within ten (10) days after receipt of instructions from IIC to
deliver them unless applicable law or regulation requires an
earlier delivery.

10.12 Payment to LMG of any premiums or charges for insurance by or
on behalf of the insured party shall be deemed to have been
received by IIC, and the payment of return premiums or claim
payments forwarded by IIC to LMG shall not be deemed to have
been paid to the insured party or claimant until such payments
are received by the insured party or claimant.

10.13 During the term of this Agreement and for one (1) year
thereafter, IIC and LMG shall not, directly or indirectly,
solicit for employment any person employed or working on the
services provided hereunder within the preceding twelve (12)
months by the other party or any affiliate of the other party
without the prior written consent of the other party; provided
however; that (i) in the event either party uses the services
of a professional recruiter and provides such recruiter solely
with generic job duties and job descriptions (without making
any reference to the other party or the party's affiliates)
and such recruiter contacts a qualified candidate who happens
to be an employee of the other party and that candidate
initiates contact through a recruiter with that party, then
that party may employ that employee, or (ii) in the event an
employee of the other party responds to a general
advertisement placed by a party, then that party may employ
that employee.

10.14 LMG shall provide reasonable access during normal business
hours to any location from which LMG conducts its business and
provides services to IIC pursuant to this Agreement to
auditors designated in writing by IIC for the purpose of
performing audits for IIC. IIC shall give thirty (30) days
written notice for any normal and customary audits. An agenda
including the matters which it will audit shall be provided at
least fourteen (14) days in advance. Provided that adequate
notice is given, LMG shall 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 LMG's responsibilities identified in
this Agreement, including the right to interview any LMG
personnel involved in providing or supporting such
responsibilities.

10.15 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, terrorism, civil disturbance,
court order, labor dispute, or other cause beyond that party's
reasonable control, including failures or fluctuations in
electrical power, heat, light, air conditioning, or
telecommunications equipment, and such nonperformance shall
not be a default or ground for termination.

10.16 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, or punitive
damages.

10.17 Any controversy or claim arising out of or relating to this
Agreement, or any claimed breach thereof, 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, CA, under its
Commercial Arbitration Rules, and the judgment on the award
rendered by the arbitrator may be entered in any court having
jurisdiction.

10.18 The parties agree that this Agreement constitutes the full,
complete, and entire Agreement between them and supersedes all
prior understanding, agreement, conversations, or
representations between them with respect to the subject
matter of this Agreement. Any prior agreement between LMG and
IIC regarding the same subject matter is null and void and
abrogated hereby.

10.19 This Agreement shall be binding upon the successor and
assignees of IIC as well as upon LMG's successor and
permissive assignees.

10.20 IIC and LMG acknowledge and agree that there are not any
intended third-party beneficiaries of this Agreement.

10.21 Survival: Sections 5, 6.3(g), 7, 10.9, 10.13, 10.15, 10.16,
10.17, and 10.18 shall survive the termination of this
Agreement.

In witness whereof, the parties hereto have executed this Agreement to take
effect on the date specified above.

LEGACY MARKETING GROUP

By /s/ R. Preston Pitts
--------------------
Title President
-------------------
Date June 05, 2002
-------------------
Witness /s/ Don Dady
-----------------
INVESTORS INSURANCE CORPORATION

By /s/ Yves Corcos
--------------------
Title C.E.O
-------------------
Date June 05, 2002
-------------------
Witness /s/ John Brill
-----------------

APPENDIX A

GEOGRAPHIC TERRITORY:

The District of Columbia and all states in which IIC is authorized to transact
business, unless prohibited by IIC.

CONTRACT (POLICY) FORMS

The Product Specifications prepared for new products will include the Contract
Forms for such products. Furthermore, such Product Specifications shall be
incorporated by reference herein to the Agreement, upon final written
authorization of IIC and LMG.

* Confidential information omitted and filed separately with the SEC.

APPENDIX B

PROCESSING FEES

1. Annuity Products

a. Acquisition Fees: One time fee of * per application received
and input into LMG's administrative system.

b. Maintenance: * per inforce Policy per year to be paid
weekly pro rata; i.e. * per inforce Policy
per week.

c. Terminations: One time fee of * to be paid at time of
surrender, maturity, election of a
settlement option, or death claim of each
Policy.

d. Payment of Claims: * per death claim paid by LMG in addition to
the * termination fee, as provided above in
Section c.

2. Agent Appointment and Termination: * per agent appointment per state; *
per agent termination per state.

3. Out-of-Pocket Expenses

a. In addition to the fees set forth above, LMG will forward to
IIC on a monthly basis a bill for the out-of-pocket expenses
listed below. IIC will reimburse LMG with fifteen (15) days of
receipt of such bill. If LMG does not receive reimbursement
within fifteen (15) days, IIC will allow LMG to draw the
following out-of-pocket expenses from the disbursement
account. If IIC seeks delineation for any out of pocket
expense, IIC will submit to LMG a written request specifying
clarification within fifteen (15) days. LMG will provide
written clarification to IIC (which shall include back up
documentation) within fifteen (15) days. In addition, LMG will
notify IIC in advance of any expenditure that exceeds $1000.
Out-of-pocket expenses are expenditures for the items listed
below and any other items agreed to in writing by the parties:

(1) Costs of telecommunication lines and equipment
installed to provide primary and back-up support for
online access to LMG's administrative system and
transmission of data.

(2) The costs of off-site storage for IIC records,
documents, correspondence, and other items as
provided in this Agreement, or the costs of shipping
those items to IIC.

(3) The costs associated with Agent (Wholesalers and
Producers) appointments and terminations, including
Agent background investigations and Agent initial
appointment fees and termination fees referenced in
Section IIC of this Agreement.

* Confidential information omitted and filed separately with the SEC.

(4) The labor, at the rates set forth in Section 4 of
this APPENDIX B, and expenses incurred by LMG staff
to support IIC in any litigation or dispute in which
IIC is involved wherein LMG is requested to obtain
and forward documents, information, or reports to IIC
that are outside the "normal course of business."
Normal course of business shall be deemed as
providing copies of the applicable policyholder
and/or writing Producer files. Notwithstanding the
foregoing, if such litigation or dispute is a direct
result of LMG's negligence in the administration of
the Contracts listed in APPENDIX A, IIC will not be
required to pay the costs of labor for LMG's staff
indicated above.

(5) Expenses incurred to issue draft books and check

stock.
(6) Costs of overnight mailing to IIC.

b. IIC will be responsible for cash management of this
disbursement account, and LMG agrees to provide IIC records
and information to properly perform this function.

4. Time and Materials Rates

IIC will reimburse LMG for costs at the following rates for those
services not clearly delineated herein; i.e., those deemed
extraordinary or not within the normal course of business, provided
that IIC has authorized such services:

Officers * per hour
Directors * per hour
Senior Programmer Analyst * per hour
Programmer Analyst * per hour
Senior Business Analyst * per hour
Project Manager * per hour
Business Analyst/Accounting Liaison/Compliance Specialist * per hour
Tester * per hour
General Accounting * per hour
Clerical * per hour

5. Payment of Processing Fees.

IIC will pay LMG the processing fees weekly for services specified in
sections 1 and 2 above. Fees for services specified in sections 1 and 2
will be paid by wire transfer within five (5) days of receipt of such
documentation.

6. Compensation Not To Be Contingent

This Agreement shall not provide for compensation, commissions, fees,
or charges that are contingent upon savings effected in the adjustment,
settlement, and payment of losses (the loss ratio) covered by IIC's
obligations. If LMG adjusts or settles claims on behalf of IIC, such
compensation shall in no way be contingent on claims experience.

This provision does not prevent the compensation of LMG from being
based on premiums or charges collected or the number of claims paid or
processed or performance-based compensation for providing auditing
services. LMG will not receive any administrative compensation except
as expressly set forth in this Agreement between LMG and IIC.

7. Additional compensation to be paid to LMG by IIC for services not
contemplated herein shall be mutually decided by both parties.

All fees set forth in this Agreement shall be reviewed annually to ensure that
such fees remain constant with inflation. Further, all fees may be increased as
mutually agreed by IIC and LMG.

APPENDIX C

SERVICES TO BE PROVIDED

These services are to be performed by LMG in accordance with the policies and
procedures mutually agreed to by both parties, applicable laws and regulations,
and reasonable industry standards.

1. Services:

Clerical Processing of Agent Appointment and Termination with States
LMG shall file appointments and termination of such appointments of
Wholesalers and Producers in the appropriate states' insurance
departments and other jurisdictions or with other regulatory entities
as required. LMG will report monthly to IIC a list of current
appointments, adding new appointments and terminations of such
appointments from the list each week.

Appointment

1. Review signed Producer Agreement for completeness and
accuracy, input agent information into the Computer System
2. Conduct Background Investigation on Producer, including credit
report, NAIC RIRS inquiry, Vector Check, state licensing check
(in all states in which Producer requests appointment),
criminal check, and past employment check.
3. If Producer meets LMG/IIC contracting criteria, LMG will
complete and mail all state required appointment forms or
electronic transmission of appointment data to state. If a
Producer does not meet the LMG/IIC contracting criteria, LMG
will forward the Producer file to IIC for review and approval
prior to appointment with IIC.
4. Depending on state criteria, once appointment is effective,
input appointment information into the Computer System for
renewal tracking, new business processing, and weekly
transmission to carrier.

Termination

1. Complete and mail state-required forms or electronic
transmission to terminate agent's appointment in state(s). IIC
may terminate IIC's appointment of any Wholesaler or Producer,
with LMG's written consent, unless termination is for cause.
IIC will provide prior written notice of any termination with
cause.
2. Update the Computer System with appropriate appointment
termination information to prohibit new business processing.
Monthly transmission of agent termination information to
carrier.

Appointment Renewal Processing

1. LMG will forward to IIC within three (3) business days of a
written request by IIC any Producer address that is required
to be provided to a regulatory agency.

Clerical Processing of Transfers (1035x, CD Money Market, Mutual Fund
Qualified Transfers)

1. Review all transfer documentation for completeness and
accuracy, including receipt of all state specific forms
(replacements).
2. Contact transfer institution for verification of account
information.
3. Mail required documentation including state-specific forms to
transfer institution.
4. Mail initial letter to applicant confirming receipt of
application.
5. Contact transfer institution on a regular basis until receipt
of such funds.
6. Once all funds are received, complete Contract Issue.

Contract Issue

1. Review all applications for completeness and accuracy,
including state product availability and agent licensing.
2. Input application into LMG's administrative system.
3. Process any transfers, as previously defined.
4. Generate state-specific contract forms.
5. Mail contract to Producer for delivery.
6. Follow up on any outstanding delivery requirements and
delivery receipt.
7. Once all outstanding requirements are received, apply the
premium to the contract, place the contract inforce, and
generate a commission payment to agent.

Policyholder Service

Includes all maintenance on all contracts after issue (inforce).
Responsibilities include the following:

1. Responding to all written or verbal consumer or agent
inquiries regarding an inforce contract.
2. Clerical processing of the following financial transactions:
Withdrawals (including systematic withdrawal income and
Minimum Required Distributions).
Partial surrenders.
Full surrenders, including 1035 Exchange.
Strategy transfers.
Election of a settlement option by owner or beneficiary
(however, LMG will not process the actual payments under a
settlement option). LMG will provide IIC with the all required
documentation to process the payments under such election
within ten (10) business days of receipt of completed forms.
Free Look or Not Taken processing.
Additional Deposit(s).
Claims processing, as defined in this Agreement.
3. Clerical processing of the following nonfinancial
transactions.
Address changes.
Beneficiary changes.
Ownership changes.
Mailing of annual statements.
Collateral Assignment.
Review of legal documents (not limited to POA, Guardianship).

4. Maintain a toll-free telephone line for policyholders.

Clerical processing is defined as reviewing requests to determine all
state and carrier mandated forms have been completed, data entry into
the administrative system to record such transaction, and providing
written confirmation to policyholder of such clerical processing. LMG
will attempt to respond to all written policyholder service financial
requests within five (5) business days of LMG's receipt of all
necessary documentation and respond to all written policyholder service
non-financial requests within seven (7) business days of LMG's receipt
of all necessary documentation 95% of the time.

Maintenance of Policyholder Records
LMG will be responsible for the maintenance of policyholder records.
Specifically, LMG will maintain accurate and complete policyholder
records according to the provisions of this Agreement. Paper records
will be maintained in an off-site storage facility. Copies of all paper
records will be permanently scanned with LMG's imaging system. Records
of all transactions will also be maintained in LMG's administrative
system.

Data Processing Services--All data files provided to IIC will be in
LMG's standard formats. Month-end cutoff for all accounting files will
be agreed upon by both parties.

1. Maintenance of the general ledger for all premium and
disbursement cash accounting as well as all contract-related
financial transactions.
2. Within ten (10) days of month end, LMG will transmit the
general ledger interface to IIC for financial statement
preparation.
3. Maintain contract transaction data files.
4. Provide necessary data for IIC's preparation of reserve
calculations.
5. Provide necessary data for Statutory Valuation and GAAP
accounting.
6. Provide necessary information for payment of premium taxes by
IIC.
7. Modifications to standard files will be estimated and quoted
by LMG upon written request of IIC and will be billed at the
rated described herein.

Agent Compensation
LMG is responsible for weekly processing and payment via check or EFT
of first-year and trailing commissions to Wholesalers and Producers.
Commission payments result from premium being applied to appropriate
IIC Contracts. LMG is responsible for generating the weekly commission
statements, maintenance of year-to-date commission information, and
processing of the actual commission payment. Agent compensation amounts
are determined by the Producer's LMG contract level, product type, age
of annuitant and owner, and premium amount.

Premium Accounting
LMG is responsible for receiving premium checks and depositing into
IIC's Premium Fiduciary Account, as hereinafter provided in section 3
of this Appendix. The receipt of premium is recorded in the
administrative system, and a general ledger entry is created to record
the deposit. However, LMG is not responsible for investing and managing
these assets.

Tax Reporting to Agents
LMG will be responsible for reporting on a yearly basis to Producers
and Wholesalers information on all commissions earned, as well as other
compensation such as incentive trips. Such reporting to Wholesalers and
Producers will consist of generating and mailing 1099 forms. LMG will
also be responsible for the transmission of such records to the
applicable federal and state taxing authorities. LMG policies and
procedures comply with all state and federal regulations.

Tax Reporting to Policyholders
LMG is responsible for reporting on a yearly basis to policyholders
information regarding certain financial transactions on such IIC
contracts. Reporting to policyholders consists of generating and
mailing 1099 forms, Year End Account Balances, and 5498 forms. LMG will
also be responsible for the transmission of such records to the
applicable federal and state taxing authorities. LMG policies and
procedures comply with all state and federal taxing authority
regulations. Such tax reporting only encompasses disbursements that are
made by LMG on behalf of IIC. IIC shall be responsible for any tax
reporting for disbursements made by IIC directly.

Tax Reporting to Vendors
LMG will be responsible for reporting on a yearly basis to its vendors
information on all compensation paid. Such reporting to vendors will
consist of generating and mailing 1099 forms. LMG will also be
responsible for the transmission of such records to the applicable
federal and state taxing authorities. LMG's policies and procedures
comply with all state and federal regulations.

Tax Reporting to Beneficiary(ies)
LMG is responsible for reporting to beneficiary(ies) on a yearly basis
information regarding receipt of lump-sum claim payments. Reporting to
beneficiary(ies) consists of generating and mailing 1099 forms. LMG
will also be responsible for the transmission of such records to the
applicable federal and state taxing authorities. LMG policies and
procedures comply with all state and federal taxing authority
regulations. Such tax reporting only encompasses disbursements that are
made by LMG on behalf of IIC. IIC shall be responsible for any tax
reporting for disbursements that are made by IIC directly.

State and Federal Taxes Withheld
LMG is responsible for withholding taxes from payment. IIC is
responsible for the remittance of such taxes to the appropriate
government agency.

2. Other Services:

a. Accounting Services

(1) Maintenance of general ledger system.
(2) Reconciliation of all cash and suspense accounts
monthly.
(3) Furnishing to IIC of all applicable data necessary
for preparation of IIC NAIC Convention Blank.
(4) Furnishing to IIC of all applicable data necessary
for preparation of the IIC corporate tax return.

(5) Furnishing to IIC of all applicable data necessary
for preparation of the IIC GAAP financial statements.
(6) Furnishing to IIC of all applicable data necessary
for the preparation of the IIC unclaimed property
reports.
(7) Furnishing to IIC of monthly data sets of all
applicable data necessary for the preparation of the
IIC premium tax returns and payments.
(8) Facilitation of the collection of outstanding debit
balances.

b. Actuarial Services

(1) LMG will assist and provide actuarial support to IIC.
LMG's responsibilities will vary by each product
jointly developed and may include:
Providing initial product specification.
Providing competitive analysis for the product.
Defining pricing assumptions.
Providing any necessary support for pricing
assumptions.
Sharing deterministic pricing results.
Performing sensitivity analysis.
Providing final product specifications.
Defining actuarial memorandum.
Monitoring actuarial assumptions.
Assisting in ongoing profit/pricing management of
the business.
(2) LMG will draft initial contract forms and
applications to be used for each product jointly
developed. LMG will assist IIC in completing and
preparing the filing of such forms and will assist in
the approval process. LMG's responsibilities may vary
with each product jointly developed.

c. Advertising Material Development

LMG will be responsible for the creation, printing, and
distribution of all advertising material used by LMG for such
products jointly developed. However, LMG will obtain the
necessary approval from IIC prior to use of such advertising
material.

d. It is LMG's intention to provide all administrative services,
with the exception of the following:

(1) Administration after the election of a settlement
option by Owner, and any subsequent payments after
such election.
(2) Administration after the election of a settlement
option resulting from a death, and any subsequent
payments after such election.

3. Collection and Disposition of Funds:

All insurance premiums or other funds collected by LMG on behalf of
IIC, and return premiums received from IIC, shall be processed by LMG
in a fiduciary capacity for IIC and will not be used as general
operating funds of LMG. Such funds shall be immediately, within two (2)
business days, remitted to the person or persons entitled to them or
shall be deposited promptly, within two (2) business days, in the

Premium Fiduciary Account established in the name of IIC. LMG will have
no authority to withdraw funds directly from the Premium Fiduciary
Account. This account will be maintained by LMG in a federally or state
insured financial institution, separate and apart from any funds
belonging to LMG or third parties.

IIC will also establish a Zero-Balance Controlled Disbursement Account,
which will be funded by the Premium Fiduciary Account based on the
amount of disbursements clearing on each day. The list of authorized
check signers for the Disbursement Account will include employees of
IIC and LMG. LMG will immediately notify IIC of any required changes to
the list of authorized check signers due to terminations or additions
of staff. IIC will promptly file these changes with the Bank.

LMG will maintain, in a fiduciary capacity, the Zero-Balance Controlled
Disbursement Account where IIC will fund the balance, through the
Premium Fiduciary Account and LMG is authorized to make the following
disbursements:

a. Payment to LMG of its out-of-pocket expenses, as defined in
Appendix B, Section 3a, and weekly commissions.

b. Remittance of return premium to the person or persons entitled
thereto.

c. Any policy/certificate holder disbursements, including payment
of claims and claims adjustment expenses.

IIC will also establish and fund a separate account for the sole
purpose of processing policyholder drafts, which allows them direct
access to a portion of their policy values. IIC will also establish an
operating account for LMG's Rome, Georgia administration unit.

Monthly account reconciliations for these accounts will be performed by
LMG and provided to IIC by the last day of the subsequent month.

A list of the bank accounts is attached to this agreement for reference
and will be updated as required.

4. Settlements/Reports:

a. As agreed upon but no later than twenty (20) calendar days
after the end of each month, the prior month's balance sheet
activity shall be reconciled by LMG.

b. As agreed upon, LMG shall provide reports to IIC, including
but not limited to the following items:

(1) General ledger report.
(2) Premium and commission reports.
(3) Claim reports.
(4) Statutory reserve policy information.

c. Daily, LMG shall provide to IIC, including but not limited to
the following items:

(1) Cash control reports, beginning the first day of
business.

d. Monthly (within four (4) business days of the commencement of
the following month), LMG shall provide to IIC, including but
not limited to the following items:

(1) Monthly--Transmission of general ledger data
(including state code detail).

e. As agreed upon but no later than the last day of the
subsequent month, LMG shall provide to IIC, including but not
limited to the following items:

(1) Copies of all bank reconciliations.
(2) All supplemental financial reporting information as
requested by IIC.

5. Claims Payment:

All Contract claims services, with the exception of the adjudication of
death claims not paid out as a lump sum, shall be performed by LMG on
behalf of IIC. Notwithstanding, all such claims in the amount of
$100,000 or greater shall be forwarded to IIC for review and approval
prior to LMG's payment of the claim. All Contract claims shall be
investigated, processed, and paid in accordance with the policies and
procedures mutually agreed to by both parties. IIC will make its claims
personnel and legal department available at IIC's expense to answer any
questions that might arise from LMG's claims personnel relating to
claims investigation, processing, and payment of Contract claims.

In addition to the foregoing, in the case of a decision by LMG that a
Contract claim should be denied, LMG shall communicate its proposed
action to appropriate IIC personnel who must agree and approve the
proposed claim denial before the claims decision is communicated to the
policyholder or beneficiary. LMG will communicate appropriate details
of any proposed claim denial in accordance with notification procedures
to be jointly developed by the parties, which shall be in sufficient
time to allow for a response by IIC and discussion with LMG to avoid
violation of laws with respect to claims practices. If no response is
received within five (5) business days of transmission, LMG shall have
the right to proceed on the basis that IIC is in agreement with the
decision to deny the claim. All claims paid by LMG from funds collected
on behalf of, or for, IIC shall be paid only on drafts or checks of,
and as authorized by, IIC. All monies received by LMG to pay claims on
behalf of IIC shall be held in a fiduciary capacity. No deposits will
be made into, nor disbursements made from, this fiduciary account, with
the exception of claims and claims adjustment expenses. This fiduciary
account will at all times have a balance equal to the amount deposited
less claims and claims adjustment expenses paid. LMG is responsible for
all correspondence with the claimant and preparation of the claim
checks. Notwithstanding the foregoing, IIC shall provide legal support
to LMG.

For those claims referred to IIC by LMG, LMG will provide IIC with
copies of the following:

(1) Contract records (including but not limited to: all
correspondence relating to the policy).
(2) All correspondence with the claimant.
(3) Diary screens.
(4) Claim proofs.

APPENDIX D

SCHEDULE OF AUTHORIZED PERSONNEL

Representing IIC

John Brill Senior Vice President and Treasurer
Mark Cabrera Senior Vice President
Yves Corcos Chief Executive Officer
Susan Powell Executive Vice President

Representing LMG

Don Dady Vice President of Marketing
Preston Pitts President
Lynda Regan Chief Executive Officer
Steve Taylor Chief Financial Officer