FUND PARTICIPATION AGREEMENT



THIS AGREEMENT, made and entered into this 27th day July of 2000 (the

"Agreement") by and among Pruco Life Insurance Company of New Jersey, organized

under the laws of the State of New Jersey (the "Company"), on behalf of itself

and each separate account of the Company named in Schedule A to this Agreement,

as may be amended from time to time (each account referred to as the "Account"

and collectively as the "Accounts"); INVESCO Variable Investment Funds, Inc., an

open-end management investment company organized under the laws of the State of

Maryland (the "Fund"); INVESCO Funds Group, Inc., a corporation organized under

the laws of the State of Delaware and investment adviser to the Fund (the

"Adviser"); and INVESCO Distributors, Inc.. a corporation organized under the

laws of the State of Delaware and principal underwriter/distributor of the Fund.



WHEREAS, the Fund engages in business as an open-end management investment

company and was established for the purpose of serving as the investment vehicle

for separate accounts established for variable life insurance contracts and

variable annuity contracts to be offered by insurance companies which have

entered into participation agreements substantially similar to this Agreement

(the "Participating Insurance Companies"), and



WHEREAS, beneficial interests in the Fund are divided into several series of

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

securities and other assets (the "Portfolios"); and



WHEREAS, the Company, as depositor, has established the Accounts to serve as

investment vehicles for certain variable annuity contracts and variable life

insurance policies and funding agreements offered by the Company set forth on

Schedule A (the "Contracts"); and



WHEREAS, the Accounts are duly organized, validly existing segregated asset

accounts, established by resolutions of the Board of Directors of the Company

under the insurance laws of the State of New Jersey, to set aside and invest

assets attributable to the Contracts; and



WHEREAS, to the extent permitted by applicable insurance laws and regulations,

the Company intends to purchase shares of the Portfolios named in Schedule B, as

such schedule may be amended from time to time the "Designated Portfolios") on

behalf of the Accounts to fund the Contracts;





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

Fund, the Adviser and the Distributor agree as follows:





                         ARTICLE I - SALE OF FUND SHARES



1.1    The Fund agrees to sell to the Company those shares of the Designated

       Portfolios which each Account orders, executing such orders on a daily

       basis at the net asset value (and with no sales charges) next computed

       after receipt and acceptance by the Fund or its designee of the order for

       the shares of the Fund. For purposes of this Section 1.1, the Company

       will be the designee of the Fund for receipt of such orders from each

       Account and receipt by such designee will constitute receipt by the Fund;

       provided that the Fund receives notice of such order by 11:00 a.m.

       Eastern Time on the next following business day. "Business Day" will mean

       any day on which the New York Stock Exchange is open for trading and on

       which the Fund calculates its net asset value pursuant to the rules of

       the Securities and Exchange Commission (the "Commission"). The Fund may

       net the notice of redemptions it receives from the Company under Section

       1.3 of this Agreement against the notice of purchases it receives from

       the Company under this Section 1.1.



1.2    The Company will pay for Fund shares on the next Business Day after an

       order to purchase Fund shares is made in accordance with Section 1.1.

       Payment will be made in federal funds transmitted by wire. Upon receipt

       by the Fund of the payment, such funds shall cease to be the

       responsibility of the Company and shall become the responsibility of the

       Fund.



1.3    The Fund agrees to redeem for cash, upon 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 and acceptance by the Fund or its agent of the request for

       redemption. For purposes of this Section 1.3, the Company will be the

       designee of the Fund for receipt of requests for redemption from each

       Account and receipt by such designee will constitute receipt by the Fund;

       provided the Fund receives notice of such requests for redemption by

       11:00 a.m. Eastern Time on the next following Business Day. Payment will

       be made in federal funds transmitted by wire to the Company's account as

       designated by the Company in writing from time to time, on the same

       Business Day the Fund receives notice of the redemption order from the

       Company. After consulting with the Company, the Fund reserves the right

       to delay payment of redemption proceeds, but in no event may such payment

       be delayed longer than the period permitted under Section 22(e) of the

       Investment Company Act of 1940 (the "1940 Act"). The Fund will not bear

       any responsibility whatsoever for





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       the proper disbursement or crediting of redemption proceeds; the Company

       alone will be responsible for such action. If notification of redemption

       is received after 11:00 Eastern Time, payment for redeemed shares will be

       made on the next following Business Day. The Fund may net the notice of

       purchases it receives from the Company under Section 1.1 of this

       Agreement against the notice of redemptions it receives from the Company

       under this Section 1.3.



1.4    The Fund agrees to make shares of the Designated Portfolios available

       continuously for purchase at the applicable net asset value per share by

       Participating Insurance Companies and their separate accounts on those

       days on which the Fund calculates its Designated Portfolio net asset

       value pursuant to rules of the Commission; provided, however, that the

       Board of Directors of the Fund (the "Fund Board") may refuse to sell

       shares of any Portfolio to any person, or suspend or terminate the

       offering of shares of any Portfolio if such action is required by law or

       by regulatory authorities having jurisdiction or is, in the sole

       discretion of the Fund Board, acting in good faith and in light of its

       fiduciary duties under federal and any applicable state laws, necessary

       in the best interests of the shareholders of such Portfolio.



1.5    The Fund agrees that shares of the Fund will be sold only to

       Participating Insurance Companies and their separate accounts, qualified

       pension and retirement plans or such other persons as are permitted under

       applicable provisions of the Internal Revenue Code of 1986, as amended,

       (the "Code"), and regulations promulgated thereunder, the sale to which

       will not impair the tax treatment currently afforded the Contracts. No

       shares of any Portfolio will be sold directly to the general public.



1.6    The Fund will not sell Fund shares to any insurance company or separate

       account unless an agreement containing provisions substantially the same

       as Articles I, III, V, and VI of this Agreement are in effect to govern

       such sales.



1.7    The Company agrees to purchase and redeem the shares of the Designated

       Portfolios offered by the then current prospectus of the Fund in

       accordance with the provisions of such prospectus.



1.8    Issuance and transfer of the Fund's shares will be by book entry only.

       Stock certificates will not be issued to the Company or to any Account.

       Purchase and redemption orders for Fund shares will be recorded in an

       appropriate title for each Account or the appropriate sub-account of each

       Account.



1.9    The Fund will furnish same day notice (by facsimile) to the Company of

       the declaration of any income, dividends or capital gain distributions

       payable on each Designated Portfolio's shares. The Company hereby elects

       to receive all such dividends and distributions as are payable on the

       Portfolio shares in the form of additional shares of that Portfolio at

       the ex-dividend date net asset values. The Company reserves the right to

       revoke this election and to receive all such dividends and distributions





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       in cash. The Fund will notify the Company of the number of shares so

       issued as payment of such dividends and distributions.



1.10   The Fund will make the net asset value per share for each Designated

       Portfolio available to the Company via electronic means on a daily basis

       as soon as reasonably practical after the net asset value per share is

       calculated and will use its best efforts to make such net asset value per

       share available by 7:00 p.m., Eastern Time, each business day. If the

       Fund provides the Company materially incorrect net asset value per share

       information (as determined under SEC guidelines), the Company shall be

       entitled to an adjustment to the number of shares purchased or redeemed

       to reflect the correct net asset value per share. Any material error in

       the calculation or reporting of net asset value per share, dividend or

       capital gain information shall be reported to the Company upon discovery

       by the Fund.





                   ARTICLE II - REPRESENTATIONS AND WARRANTIES



2.1    The Company represents and warrants that the Contracts are or will be

       registered under the Securities Act of 1933 (the "1933 Act"), or are

       exempt from registration thereunder, and that the Contracts will be

       issued and sold in compliance with all applicable federal and state laws.

       The Company further represents and warrants that it is an insurance

       company duly organized and in good standing under applicable law and that

       it has legally and validly established each Account as a separate account

       under the General Statutes of New Jersey and that each Account is or will

       be registered as a unit investment trust in accordance with the

       provisions of the 1940 Act to serve as a segregated investment account

       for the Contracts, or is exempt from registration thereunder, and that it

       will maintain such registration for so long as any Contracts are

       outstanding, as applicable. The Company will amend the registration

       statement under the 1933 Act for the Contracts and the registration

       statement under the 1940 Act for the Account from time to time as

       required in order to effect the continuous offering of the Contracts or

       as may otherwise be required by applicable law. The Company will register

       and qualify the Contracts for sale in accordance with the securities laws

       of the various states only if and to the extent deemed necessary by the

       Company.



2.2    The Company represents that the Contracts are currently and at the time

       of issuance will be treated as annuity contracts and/or life insurance

       policies (as applicable) under applicable provisions of the Code, and

       that it will make every effort to maintain such treatment and that it

       will notify the Fund and the Adviser immediately upon having a reasonable

       basis for believing that the Contracts have ceased to be so treated or

       that they might not be so treated in the future.





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{PAGE}





2.3      The Company represents and warrants that it will not purchase shares of

         the Designated Portfolio(s) with assets derived from tax-qualified

         retirement plans except, indirectly, through Contracts purchased in

         connection with such plans.



2.4    The Fund represents and warrants that shares of the Designated

       Portfolio(s) sold pursuant to this Agreement will be registered under the

       1933 Act and duly authorized for issuance in accordance with applicable

       law and that the Fund is and will remain registered as an open-end

       management investment company under the 1940 Act for as long as such

       shares of the Designated Portfolio(s) are sold. The Fund will amend the

       registration statement for its shares under the 1933 Act and the 1940 Act

       from time to time as required in order to effect the continuous offering

       of its shares. The Fund will register and qualify the shares of the

       Designated Portfolio(s) for sale in accordance with the laws of the

       various states only if and to the extent deemed advisable by the Fund.



2.5    The Fund represents that it will use its best efforts to comply with any

       applicable state insurance laws or regulations as they may apply to the

       investment objectives, policies and restrictions of the Portfolios, as

       they may apply to the Fund, to the extent specifically requested in

       writing by the Company. If the Fund cannot comply with such state

       insurance laws or regulations, it will so notify the Company in writing.

       The Fund makes no other representation as to whether any aspect of its

       operations (including, but not limited to, fees and expenses, and

       investment policies) complies with the insurance laws or regulations of

       any state. The Company represents that it will use its best efforts to

       notify the Fund of any restrictions imposed by state insurance laws that

       may become applicable to the Fund as a result of the Accounts'

       investments therein. The Fund and the Adviser agree that they will

       furnish the information required by state insurance laws to assist the

       Company in obtaining the authority needed to issue the Contracts in

       various states.



2.6    The Fund currently does not intend to make any payments to finance

       distribution expenses pursuant to Rule 12b-1 under the 1940 Act or

       otherwise, although it reserves the right to make such payments in the

       future. To the extent that it decides to finance distribution expenses

       pursuant to Rule 12b-1, the Fund undertakes to have the directors of its

       Fund Board, a majority of whom are not "interested" persons of the Fund,

       formulate and approve any plan under Rule 12b-1 to finance distribution

       expenses.



2.7    The Fund represents that it is lawfully organized and validly existing

       under the laws of the State of Maryland and that it does and will comply

       in all material respects with applicable provision: of the 1940 Act.





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{PAGE}





2.8    The Fund represents and warrants that all of its directors, officers,

       employees, investment advisers. and other individuals/entities having

       access to the funds and/or securities of the Fund are and continue to be

       at all times covered by a blanket fidelity bond or similar coverage for

       the benefit of the Fund in an amount not less than the minimal coverage

       as required currently by Rule 17g-(1) of the 1940 Act or related

       provisions as may be promulgated from time to time. The aforesaid bond

       includes coverage for larceny and embezzlement and is issued by a

       reputable bonding company.



2.9    The Adviser represents and warrants that it is duly registered as an

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

       and will remain duly registered under all applicable federal and state

       securities laws and that it will perform its obligations for the Fund in

       accordance in all material respects with the laws of the State of

       Delaware and any applicable state and federal securities laws.



2.10   The Distributor represents and warrants that it is registered as a

       broker-dealer under the Securities and Exchange Act of 1934, as amended

       (the "1934 Act") and will remain duly registered under all applicable

       federal and state securities laws, and is a member in good standing of

       the National Association of Securities Dealers, Inc. ("NASD") and serves

       as principal underwriter/distributor of the Funds and that it will

       perform its obligations for the Fund in accordance in all material

       respects with the laws of the State of Delaware and any applicable state

       and federal securities laws.



2.11   The Fund, the Adviser and the Distributor represents and warrants to the

       Company that each has a Year 2000 compliance program in existence and

       that each reasonably intends to be Year 2000 compliant so as to be able

       perform all of the services and/or obligations contemplated by or under

       this Agreement without interruption. The Fund, the Adviser, and the

       Distributor shall immediately notify the Company if it determines that it

       will be unable perform all of the services and/or obligations

       contemplated by or under this Agreement in a manner that is Year 2000

       compliant.





                          ARTICLE III - FUND COMPLIANCE



3.1    The Fund and the Adviser acknowledge that any failure (whether

       intentional or in good faith or otherwise) to comply with the

       requirements of Subchapter M of the Code or the diversification

       requirements of Section 817(h) of the Code may result in the Contracts

       not being treated as variable contracts for federal income tax purposes,

       which would have adverse tax consequences for Contract owners and could

       also adversely affect the Company's corporate tax liability. The Fund and

       the Adviser further acknowledge that any such failure may result in costs

       and expenses being incurred by the Company in obtaining whatever

       regulatory authorizations are required to substitute shares of another

       investment company for those of the





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{PAGE}





       failed Fund or as well as fees and expenses of legal counsel and other

       advisors to the Company and any federal income taxes, interest or tax

       penalties incurred by the Company in connection with any such failure.



3.2    The Fund represents and warrants that it is currently qualified as a

       Regulated Investment Company under Subchapter M of the Code, and that it

       will maintain such qualification (under Subchapter M or any successor or

       similar provision) and that it will notify the Company immediately upon

       having a reasonable basis for believing that it has ceased to so qualify

       or that it might not so qualify in the future.



3.3    The Fund represents that it will at all times invest money from the

       Contracts in such a manner as to ensure that the Contracts will be

       treated as variable contracts under the Code and the regulations issued

       thereunder; including, but not limited to, that the Fund will at all

       times comply with Section 817(h) of the Code and Treasury Regulation

       1.817-5, as amended from time to time, relating to the diversification

       requirements for variable annuity, endowment, or life insurance

       contracts, and with Section 817(d) of the Code, relating to the

       definition of a variable contract, and any amendments or other

       modifications to such Section or Regulation. The Fund will notify the

       Company immediately upon having a reasonable basis for believing that the

       Fund or a Portfolio thereunder has ceased to comply with the

       diversification requirements or that the Fund or Portfolio might not

       comply with the diversification requirements in the future. In the event

       of a breach of this representation by the Fund, it will take all

       reasonable steps to adequately diversify the Fund so as to achieve

       compliance within the grace period afforded by Treasury Regulation

       1.817-5.



3.4    The Adviser agrees to provide the Company with a certificate or statement

       indicating compliance by each Portfolio of the Fund with Section 817(h)

       of the Code, such certificate or statement to be sent to the Company no

       later than thirty (30) days following the end of each calendar quarter.





              ARTICLE IV - PROSPECTUS AND PROXY STATEMENTS/VOTING



4.1    The Fund will provide the Company with as many copies of the current Fund

       prospectus and any supplements thereto for the Designated Portfolio(s) as

       the Company may reasonably request for distribution, at the Fund's

       expense, to Contract owners at the time of Contract fulfillment and

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