Enter Into Joint Venture Agreement

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
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