AMENDMENT ONE TO ADMINISTRATIVE SERVICES AGREEMENT

EXHIBIT 1O(L)(1)

                                AMENDMENT ONE TO
                        ADMINISTRATIVE SERVICES AGREEMENT

THIS AMENDMENT TO THE ADMINISTRATIVE  SERVICES AGREEMENT,  made and entered into
this tenth day of May, 2001, by and between XXXX XXXXXXX LIFE INSURANCE COMPANY,
hereinafter to referred to as "XXXXXXX," a Massachusetts corporation, and LEGACY
MARKETING GROUP,  hereinafter to referred to as "LMG," a California corporation,
with reference to the following facts:

WHEREAS,  LMG and Xxxxxxx entered into the  Administrative  Services  Agreement,
hereinafter  referred to as "the  Agreement,"  on January 18, 2001,  wherein LMG
agreed  to  provide  certain  Xxxxxxx   accounting  and  service   functions  in
consideration of the fees as set forth in APPENDIX B of the Agreement;

WHEREAS,  LMG and Xxxxxxx desire to include Xxxx Xxxxxxx Variable Life Insurance
Company  {an  affiliate  of  Xxxxxxx}  as privy and an  additional  party to the
Agreement;

WHEREAS,  LMG and  Xxxxxxx  desire  to  amend  the  terms  of the  Agreement  as
hereinafter provided.

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

1.   "All  references to "Xxxxxxx" in the  Agreement  shall be deemed to include
     Xxxx Xxxxxxx  Variable Life Insurance  Company.  Furthermore,  Xxxx Xxxxxxx
     Variable Life Insurance Company hereby expressly ratifies, acknowledges and
     agrees to adhere to the terms set forth in the Agreement."

2.   Add to Appendix A, Policy Forms, as follows:

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

All other provisions in the  Administrative  Services Agreement not specifically
amended above remain in effect and unchanged.



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IN WITNESS WHEREOF, LMG and Xxxxxxx have hereto executed this Agreement.


LEGACY MARKETING GROUP             XXXX XXXXXXX LIFE INSURANCE COMPANY

By: /s/ Xxx Xxxx                   By: /s/ Xxxxx X. Xxxxx

Title: VP                          Title: VP

Date: October 2, 2001              Date _________________________________

Witness: /s/ Xxxxxxxxx Xxxxxxx     Witness______________________________




                                   XXXX XXXXXXX  VARIABLE LIFE INSURANCE COMPANY

                                   By: /s/ Xxxxx X. Xxxxx

                                   Title: VP

                                   Date _________________________________

                                   Witness ______________________________



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