PARTICIPATION AGREEMENT

                                      Among

                            NEW ENGLAND ZENITH FUND,

                     NEW ENGLAND INVESTMENT MANAGEMENT, LLC,

                       NEW ENGLAND SECURITIES CORPORATION

                                       and

                METLIFE INVESTORS INSURANCE COMPANY OF CALIFORNIA



         AGREEMENT,  made and entered into as of the 19th day of February,  2001

by and among NEW ENGLAND ZENITH FUND, a business trust  organized under the laws

of the Commonwealth of Massachusetts ( the "Fund"),  METLIFE INVESTORS INSURANCE

COMPANY OF CALIFORNIA (the "Company") on its own behalf and on behalf of METLIFE

INVESTORS VARIABLE ACCOUNT FIVE and any other current or future separate account

which invests in the Fund (each an  "Account"),  each a separate  account of the

Company, NEW ENGLAND INVESTMENT MANAGEMENT,  LLC (the "Adviser") and NEW ENGLAND

SECURITIES CORPORATION (the "Underwriter").



         WHEREAS,  the Fund is registered as an open-end  management  investment

company  under the  Investment  Company Act of 1940, as amended (the "1940 Act")

and its shares  are  registered  under the  Securities  Act of 1933,  as amended

(hereinafter the "1933 Act"); and



         WHEREAS,  the Fund serves as an investment vehicle underlying  variable

life insurance policies and variable annuity contracts (collectively,  "Variable

Insurance  Products") offered by insurance companies  ("Participating  Insurance

Companies"); and



         WHEREAS,  the  beneficial  interest in the Fund is divided into several

series of  shares,  each  representing  the  interest  in a  particular  managed

portfolio of securities and other assets; and



         WHEREAS,  the  Fund has  obtained  an order  from  the  Securities  and

Exchange  Commission  ("SEC")  granting  Participating  Insurance  Companies and

variable annuity and variable life insurance  separate accounts  exemptions from

certain provisions of the 1940 Act and certain rules and regulations thereunder,

to the extent  necessary to permit  shares of the Fund to be sold to and held by

both variable  annuity and variable  life  insurance  separate  accounts of both

affiliated and unaffiliated  life insurance  companies  (hereinafter the "Shared

Funding Exemptive Order"); and



         WHEREAS,   the  Adviser   acts  as  the   investment   adviser   and/or

administrator or  subadministrator  to each series of the Fund and is registered

as an investment adviser under the Investment  Advisers Act of 1940, as amended;

and



         WHEREAS,  the Company has registered or will register  certain variable

life and/or variable annuity contracts under the 1933 Act, if required;



         WHEREAS,  the Company has registered or will register each Account as a

unit investment trust under the 1940 Act, if required;



         WHEREAS,  the Underwriter is registered as a broker dealer with the SEC

under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a

member in good standing of the National Association of Securities Dealers,  Inc.

(the "NASD"); and



         WHEREAS,  to the extent  permitted  by  applicable  insurance  laws and

regulations,  the Company  intends to purchase  shares of certain  series of the

Fund (the "Series") on behalf of each Account to fund certain  variable life and

variable  annuity   contracts  (each,  a  "Contract")  and  the  Underwriter  is

authorized to sell such shares to each Account at net asset value;



         NOW, THEREFORE, in consideration of their mutual promises, the Company,

the Fund and the Underwriter agree as follows:



1.       Sale of Fund Shares.

         -------------------



1.1  Subject to the terms of the  Distribution  Agreement in effect from time to

     time between the Fund and the Underwriter,  the Underwriter  agrees to sell

     to the Company  those  shares of each  Series  which each  Account  orders,

     executing such orders on a daily basis at the net asset value next computed

     after  receipt by the Fund or its  designee  of the order for the shares of

     the Fund.  For  purposes  of this  Section  1.1,  the Company is the Fund's

     designee.  "Business  Day"  shall  mean any day on which the New York Stock

     Exchange is open for trading and on which the Fund calculates the net asset

     value  of  shares  of  the  Series.  The  Company  shall  use  commercially

     reasonable  efforts to  communicate  notice of orders for the  purchase  of

     Shares of each Series to the Fund's custodian by 10:00 a.m. Eastern time on

     the following  business day (the "Next Business Day"),  and the Company and

     the Fund shall each use commercially  reasonable  efforts to wire (or cause

     to be wired)  funds to the other,  for the purpose of settling net purchase

     orders or orders of redemption, by 3:00 p.m. of the Next Business Day.



1.2  The Fund agrees to make its shares available for purchase at the applicable

     net asset value per share by the Company and its  Accounts on those days on

     which the Fund  calculates  its net  asset  value.  The Fund  agrees to use

     reasonable  efforts to calculate such net asset value on each day which the

     New York Stock Exchange is open for trading. Notwithstanding the foregoing,

     the  Board  of  Trustees  of  the  Fund  (hereinafter  the  "Board"  or the

     "Trustees")  may  refuse to sell  shares of any  Series to any  person,  or

     suspend or terminate  the offering of shares of any Series,  if such action

     is required by law or by regulatory  authorities having jurisdiction or is,

     in the sole discretion of the Trustees acting in good faith and in light of

     their fiduciary  duties under federal and any applicable state laws, in the

     best interests of the shareholders of such Series.



1.3  The Fund and the  Underwriter  agree  that  shares of the Fund will be sold

     only to Participating  Insurance Companies and their separate accounts,  or

     to other  purchasers of the kind specified in Treas.  Reg.  Section 1.817-5

     (f)(3) (or any successor regulation) as from time to time in effect.



1.4  The Fund agrees to redeem, on the Company's request, any full or fractional

     shares of the Fund held by the Company,  executing such requests on a daily

     basis at the net asset value next computed after receipt by the Fund or its

     designee of the request for redemption.



1.5  The Company  agrees that all purchases and  redemptions by it of the shares

     of each  Series  will be in  accordance  with  the  provisions  of the then

     current prospectus and statement of additional  information of the Fund for

     the respective  Series and in accordance with any procedures that the Fund,

     the Underwriter or the Fund's transfer agent may have established governing

     purchases and redemptions of shares of the Series generally.

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