IMPACT MANAGEMENT INVESTMENT TRUST
                          INVESTMENT ADVISORY AGREEMENT

     AGREEMENT,  made by and  between  IMPACT  MANAGEMENT  INVESTMENT  TRUST,  a
Massachusetts  business  trust  (hereinafter  called the "Trust"),  on behalf of
JORDAN 25 VARIABLE FUND (the "Portfolio"), and EQUITY ASSETS MANAGEMENT, INC., a
Florida corporation (hereinafter called the "Investment Adviser").

                                   WITNESSETH:

     WHEREAS, the Trust has been organized and operates as an investment company
registered under the Investment Company Act of 1940 (the "1940 Act") and engages
in the business of investing and reinvesting  its assets in securities,  and the
Investment  Adviser is a  registered  Investment  Adviser  under the  Investment
Advisers  Act of 1940  (the  "Advisers  Act") and  engages  in the  business  of
providing investment management services; and

     WHEREAS,  the Trust has  selected  the  Investment  Adviser to serve as the
investment adviser for the Portfolio effective as of the date of this Agreement.

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
and each of the parties hereto  intending to be legally  bound,  it is agreed as
follows:

     1.   The Trust on behalf of the  Portfolio  hereby  employs the  Investment
Adviser to manage the investment and reinvestment of the Portfolio's  assets and
to administer its affairs, subject to the direction of the Board of Trustees and
officers of the Trust for the period and on the terms hereinafter set forth. The
Investment  Adviser hereby accepts such employment and agrees during such period
to render  the  services  and assume  the  obligations  herein set forth for the
compensation  herein  provided.  The  Investment  Adviser shall for all purposes
herein, be deemed to be an independent  contractor,  and shall, unless otherwise
expressly provided and authorized,  have no authority to act for or to represent
the Trust or the  Portfolio  in any way, or in any way be deemed an agent of the
Trust or the Portfolio. The Investment Adviser shall regularly make decisions as
to what  securities  to purchase and sell on behalf of the  Portfolio  and shall
record and implement  such  decisions and shall furnish the Board of Trustees of
the  Trust  with  such   information  and  reports   regarding  the  Portfolio's
investments  as the Investment  Adviser deems  appropriate or as the Trustees of
the Trust may reasonably request. Subject to compliance with the requirements of
the 1940  Act,  the  Investment  Adviser  may  retain  as a  sub-adviser  to the
Portfolio,  at the  Investment  Adviser's own expense,  any  investment  adviser
registered under the Advisers Act.

     2.   The  Portfolio  shall  conduct its own  business and affairs and shall
bear the expenses and salaries necessary and incidental  thereto including,  but
not in limitation of the foregoing,  the costs  incurred in: the  maintenance of
its  corporate  existence;  the  maintenance  of  its  own  books,  records  and
procedures;  dealing  with  its own  shareholders;  the  payment  of  dividends;
transfer of stock,  including  issuance,  redemption  and  repurchase of shares;
preparation of share certificates;  reports and notices to shareholders; calling
and holding of shareholders' meetings;  miscellaneous office expenses; brokerage
commissions; custodian fees;



legal and accounting fees; and taxes.  Directors,  officers and employees of the
Investment  Adviser may be trustees,  directors,  officers and  employees of the
funds of which the Investment Adviser serves as investment  adviser.  Directors,
officers and  employees of the  Investment  Adviser who are  trustees,  officers
and/or employees of the Trust shall not receive any compensation  from the Trust
for acting in such dual capacity.

     In the conduct of the  respective  businesses of the parties  hereto and in
the  performance of this Agreement,  the Trust and Investment  Adviser may share
facilities common to each, with appropriate proration of expenses between them.

     3.   (a) The Investment  Adviser shall place and execute  Portfolio  orders
for the purchase and sale of portfolio securities with  broker-dealers.  Subject
to the primary  objective of obtaining the best available  prices and execution,
the Investment  Adviser will place orders for the purchase and sale of portfolio
securities for the Portfolio with such broker-dealers as it may select from time
to time,  including  brokers who  provide  statistical,  factual  and  financial
information and services to the Portfolio,  to the Investment Adviser, or to any
other  fund for  which  the  Investment  Adviser  provides  investment  advisory
services and/or with broker-dealers who sell shares of the Portfolio or who sell
shares of any other fund for which the Investment  Adviser  provides  investment
advisory  services.  Broker-dealers  who sell  shares  of the funds of which the
Investment  Adviser is  investment  adviser,  shall only receive  orders for the
purchase or sale of portfolio  securities to the extent that the placing of such
orders is in compliance with the Rules of the Securities and Exchange Commission
and the National Association of Securities Dealers, Inc.

          (b)  Notwithstanding  the  provisions  of  subparagraph  (a) above and
subject  to such  policies  and  procedures  as may be  adopted  by the Board of
Trustees and officers of the Trust, the Investment  Adviser is authorized to pay
a member of an exchange,  broker or dealer an amount of commission for effecting
a securities transaction in excess of the amount of commission another member of
an exchange, broker or dealer would have charged for effecting that transaction,
in such instances where the Investment Adviser has determined in good faith that
such  amount  of  commission  was  reasonable  in  relation  to the value of the
brokerage  and  research  services  provided by such  member,  broker or dealer,
viewed  in  terms  of  either  that  particular  transaction  or the  Investment
Adviser's  overall  responsibilities  with respect to the Portfolio and to other
funds for which the Investment Adviser exercises investment discretion.

     4.   As  compensation  for the services to be rendered to the  Portfolio by
the  Investment  Adviser under the  provisions of this  Agreement,  the Trust on
behalf of the Portfolio shall pay to the Investment Adviser from the Portfolio's
assets an  annual  fee equal to 0.75% of the  daily  average  net  assets of the
Portfolio, payable on a monthly basis.

     If this Agreement is terminated prior to the end of any calendar month, the
management  fee shall be  prorated  for the  portion  of any month in which this
Agreement is in effect  according to the proportion which the number of calendar
days,  during which the Agreement is in effect,  bears to the number of calendar
days in the  month,  and  shall be  payable  within  10 days  after  the date of
termination.

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     5.   The services to be rendered by the Investment  Adviser to the Trust on
behalf of the Portfolio  under the  provisions  of this  Agreement are not to be
deemed  to be  exclusive,  and the  Investment  Adviser  shall be free to render
similar or  different  services  to others so long as its  ability to render the
services provided for in this Agreement shall not be impaired thereby.

     6.   The Investment Adviser, its directors, officers, employees, and agents
may engage in other businesses, may render investment advisory services to other
investment  companies,  or  to  any  other  corporation,  association,  firm  or
individual,  and may render underwriting  services to the Trust on behalf of the
Portfolio or to any other investment company, corporation,  association, firm or
individual.

     7.   In the absence of willful misfeasance, bad faith, gross negligence, or
a reckless  disregard of the performance of duties of the Investment  Adviser to
the Portfolio, the Investment Adviser shall not be subject to liabilities to the
Trust,  the Portfolio or to any  shareholder  of the Portfolio for any action or
omission in the course of, or connected with,  rendering  services  hereunder or
for any losses that may be  sustained  in the  purchase,  holding or sale of any
security, or otherwise.

     8.   This Agreement  shall be executed and become  effective as of the date
written  below if approved by the vote of a majority of the  outstanding  voting
securities  of the  Portfolio.  It shall  continue in effect for a period of two
years and may be renewed thereafter only so long as such renewal and continuance
is  specifically  approved at least annually by the Board of Trustees or by vote
of a majority of the outstanding  voting securities of the Portfolio and only if
the terms and the renewal hereof have been approved by the vote of a majority of
the Trustees of the Trust who are not parties  hereto or  interested  persons of
any such party,  cast in person at a meeting called for the purpose of voting on
such approval. No material amendment to this Agreement shall be effective unless
the  terms  thereof  have  been  approved  by  the  vote  of a  majority  of the
outstanding  voting securities of the Portfolio and by the vote of a majority of
Trustees of the Trust who are not parties to the Agreement or interested persons
of any such party,  cast in person at a meeting called for the purpose of voting
on  such  approval.   Notwithstanding  the  foregoing,  this  Agreement  may  be
terminated by the Trust at any time, without the payment of a penalty,  on sixty
days' written  notice to the Investment  Adviser of the Trust's  intention to do
so,  pursuant  to action by the Board of  Trustees of the Trust or pursuant to a
vote of a  majority  of the  outstanding  voting  securities  of the  Fund.  The
Investment Adviser may terminate this Agreement at any time, without the payment
of penalty on sixty days' written notice to the Trust of its intention to do so.

     Upon  termination  of this  Agreement,  the  obligations of all the parties
hereunder shall cease and terminate as of the date of such  termination,  except
for any obligation to respond for a breach of this Agreement  committed prior to
such  termination,  and  except  for the  obligation  of the Trust to pay to the
Investment Adviser the fee provided in Paragraph 4 hereof,  prorated to the date
of termination. This Agreement shall automatically terminate in the event of its
assignment.  The Investment  Adviser will notify the Trust of any changes in the
membership of the Investment Adviser within a reasonable time after such change.

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     9.   This  Agreement  shall  extend  to  and  bind  the  heirs,  executors,
administrators and successors of the parties hereto.

     10.  For the purposes of this  Agreement,  the terms "vote of a majority of
the outstanding voting securities"; "interested persons"; and "assignment" shall
have the meaning defined in the 1940 Act.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
signed by their duly authorized officers as of the _______ day of January, 2001.

Attest:                                   IMPACT MANAGEMENT
                                          INVESTMENT TRUST


_________________________                 By:__________________________________
                                                         President

Attest:                                   EQUITY ASSETS MANAGEMENT, INC.


_________________________                 By:__________________________________
                                                         President

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