SELLING AGREEMENT



This AGREEMENT is effective ___________ , 200___ , by and among Ameritas

Variable Life Insurance Company ("AVLlC"), Ameritas Life Insurance Corp.

("Ameritas"), Acacia Life Insurance Company ("Acacia"), The Union Central Life

Insurance Company ("Union Central") (AVLIC, Ameritas, Acacia and Union Central

are referred to as the "Insurance Company(ies)"); Ameritas Investment Corp.; and

____________________________("Broker-Dealer").

WHEREAS, the Insurance Companies issue certain individual variable and

traditional life insurance and annuity policies and group annuities

("Policies"), which Policies are filed as required in the jurisdictions where

they may be offered and which individual variable life and annuity Policies are

deemed securities under the Securities Act of 1933 as Amended ("1933 Act"); and

WHEREAS, Ameritas Investment Corp. is duly licensed as a broker-dealer with the

NASD and the Securities and Exchange Commission ("SEC") and,

WHEREAS, Broker-Dealer is duly licensed as a broker-dealer with the NASD and the

SEC, and

WHEREAS, AVLIC, Ameritas and Union Central each have appointed Ameritas

Investment Corp. as the Principal Underwriter of the individual variable life

insurance and variable annuity Policies each offers, and

WHEREAS, the Insurance Companies propose to have Broker-Dealer's registered

representatives ("Representative(s)") who are also duly licensed insurance

agents solicit sales of the Policies, and WHEREAS, Ameritas Investment Corp.

delegates to Broker-Dealer, to the extent legally permitted, training and

certain administrative responsibilities and duties,

NOW, THEREFORE, in consideration of the premises and mutual promises contained

herein, the parties hereto agree as follows:



A. APPOINTMENT



The Insurance Companies and Ameritas Investment Corp. hereby appoint

Broker-Dealer to supervise solicitations of the Policies, and to facilitate

solicitations of sales of the Policies described in Exhibit A, which is attached

hereto and incorporated by reference.



B. REPRESENTATIONS

1. The Insurance Companies, Ameritas Investment Corp., and Broker-Dealer each

represents to the others that it and the undersigned officers have full power

and authority to enter into this Agreement.

2. Ameritas Investment Corp. represents that it is (a) registered as a

broker-dealer under the Securities Exchange Act of 1934 as Amended ("1934 Act"),

(b) licensed under the Blue Sky Laws and state insurance laws of each

jurisdiction in which such registration is required for the sale of the variable

Policies, and (c) a member in good standing of the NASD.

3. Broker-Dealer represents that it is (a) registered as a broker-dealer under

the 1934 Act, (b) licensed under the Blue Sky Laws of each jurisdiction in which

it conducts business and such registration is required for the sale of the

Policies, and (c) a member in good standing of the NASD.

4. AVLIC, Ameritas and Acacia each represents that it is licensed to issue

insurance in 49 states (all states except New York) and in the District of

Columbia; Union Central represents that it is licensed to issue insurance in all

50 states and the District of Columbia.

5. Each Insurance Company represents that the Policies it issues have been filed

and approved by the insurance department or other appropriate regulatory agency

in each jurisdiction where the Policies are offered. A list of Policies and

jurisdictions where they may be sold will be provided to the Broker-Dealer.

6. AVLIC, Ameritas and Union Central each has appointed Ameritas Investment

Corp. as the Principal Underwriter for the variable life and annuity Policies it

issues.

7. AVLIC, Ameritas and Union Central each represents that for the variable life

and variable annuity Policies it issues the registration statements and

prospectuses, including post-effective amendments and any supplements filed with

the SEC, as of their respective effective dates, will contain all statements and

information required and will conform to the requirements of the 1933 Act and

the rules and regulations under the 1933 Act. No prospectus or supplement will

include an untrue statement of a material fact or omit a required material fact

necessary to make the statements not misleading. The separate accounts for the

variable Policies comply with the Investment Company Act of 1940 as Amended.



However, these representations shall not apply to written information furnished

to the Insurance Companies by Broker-Dealer specifically for use in a prospectus

or supplement, nor shall they apply to information contained in or omitted from

any prospectus or supplement of any underlying investment fund.



C. COMPLIANCE WITH NASD RULES OF FAIR PRACTICE AND FEDERAL AND STATE SECURITIES

AND STATE INSURANCE LAWS

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