EXHIBIT 10.9

                       ASSIGNMENT OF RENEWAL (ASSET) FEES

Effective October 20, 1995, James Mitchell & Co., JMC Financial Corporation and
JMC Insurance Services Corporation (collectively "JMC") hereby assign to Barnett
Annuities Corporation all of JMC's right, title and interest in and to any and
all monthly renewal or asset fees earned after August 31, 1995 by JMC as a
result of the sales of flexible premium deferred annuities issued by
Transamerica Life Insurance and Annuity Co. ("Transamerica") which annuities
were sold by JMC between January 1, 1993 and October 31, 1995 to customers of
Barnett Banks, Inc. through the Tax Advantage Program.

Executed as of October 20, 1995.

James Mitchell & Co.                        Barnett Annuities Corporation

By: /s/ Brian J. Finneran                By:  /s/ Joel Kaye
   --------------------------------         ------------------------------------
    Brian J. Finneran, President              Joel Kaye, President

JMC Financial Corporation

By: /s/ Brian J. Finneran
   --------------------------------
    Brian J. Finneran, President

JMC Insurance Services Corporation

By: /s/ Brian J. Finneran
   -------------------------------
    Brian J. Finneran, President

 
                  NOTICE OF ASSIGNMENT OF RENEWAL (ASSET) FEES


To:   Transamerica Life Insurance and Annuity Co.
      1150 South Olive
      Los Angeles, CA 90015

By Assignment, effective October 20, 1995, James Mitchell & Co., JMC Financial
Corporation and JMC Insurance Services Corporation (collectively "JMC") has
assigned to Barnett Annuities Corporation all of JMC's right, title and interest
in and to any and all monthly renewal or asset fees earned after August 31, 1995
by JMC as a result of the sales of flexible premium deferred annuities issued by
Transamerica Life Insurance and Annuity Co. ("Transamerica") which annuities
were sold by JMC between January 1, 1993 and October 31, 1995 to customers of
Barnett Banks, Inc. through the Tax Advantage Program.  Chargebacks with respect
to such business processed on or after the date hereof are to be deducted from
commissions payable to Barnett Annuities Corporation under the Assignment,
rather than from funds otherwise payable to JMC.  All such monthly renewal or
asset fees payable after the date hereof, except payments arising from
reconciliation of records with respect to matters predating the Assignment, are
to be paid directly to Barnett Annuities Corporation at:

          Barnett Annuities Corporation
          9000 Southside Blvd., Bldg. 100
          Jacksonville, FL 32256

Executed as of October 20, 1995.


James Mitchell & Co.                     Barnett Annuities Corporation

By:  /s/ Brian J. Finneran            By:  /s/ Joel Kaye
     ----------------------------         ---------------------------------
     Brian J. Finneran, President         Joel Kaye, President

JMC Financial Corporation

By:  /s/ Brian J. Finneran
     ----------------------------
     Brian J. Finneran, President

JMC Insurance Services Corporation

By:  /s/ Brian J. Finneran
     ---------------------------          
     Brian J. Finneran, President

 
                    ACKNOWLEDGMENT AND CONSENT TO ASSIGNMENT

Transamerica Life Insurance and Annuity Co. ("Transamerica") hereby acknowledges
that it is party to that certain Distribution/Sales Agreement, dated October 20,
1992, by and among Transamerica, James Mitchell & Co., JMC Insurance Services
Corporation, and JMC Financial Corporation (collectively "JMC"), as amended (the
"Sales Agreement"), pursuant to which Transamerica pays JMC monthly renewal or
asset fees (the "Asset Fees") as set forth therein with respect to certain
flexible premium deferred annuity contracts sold by JMC to customers of Barnett
Banks, Inc. (the "Barnett Business").  Transamerica consents to the Assignment
of Renewal (Asset) Fees and Notice of Assignment of Renewal (Asset) Fees, both
dated October 20, 1995, and agrees to pay all such Asset Fees payable on or
after the date hereof, less chargebacks with respect to the Barnett Business
processed on or after the date hereof, directly to Barnett Annuities Corporation
or its designee (acceptable to Transamerica) at the address specified in the
Assignment of Renewal (Asset) Fees in accordance with the terms of the Sales
Agreement.

Payments due to JMC from Transamerica or to Transamerica from JMC as a result of
the reconciliation of records with respect to matters predating the Assignment
of Renewal (Asset) Fees are not affected by this instrument.

Executed as of October 20, 1995


Transamerica Life Insurance and Annuity Co.

By:    /s/ Paul L. Norris
   -----------------------------------
       Paul L. Norris, VP & Actuary
   -----------------------------------
            Name and Title