GENERAL AGENCY AGREEMENT

AGREEMENT      between      ____________________________________________________
(Broker/Dealer) and ________________________________________________ (Life Agent
or Agency)  hereinafter  taken  together and referred to as "General  Agent" and
USAllianz Investor Services, LLC ("USAZ").

WITNESSETH:

WHEREAS,  General  Agent is itself,  or is  affiliated  with an entity  which is
registered as a broker-dealer  with the Securities and Exchange  Commission (the
"SEC") and which is a member of the National  Association of Securities Dealers,
Inc.  (the "NASD") and is also duly  licensed as a life  insurance a gency under
the insurance laws of the various states in which it operates; and

WHEREAS,  USAZ has been  authorized by Allianz Life  Insurance  Company Of North
America  and  Preferred  Life  Insurance   Company  Of  New  York   (hereinafter
collectively  referred to as "Life Company" to obtain and appoint general agents
of Life  Company  to  solicit  for and sell  those  certain  variable  insurance
policies (the "Policies")  which are described on the Commission  Schedule which
is attached hereto and incorporated herein; and

WHEREAS,  the parties desire General Agent to solicit for and sell the Policies;
NOW,  THEREFORE,  in  consideration of the premises and the mutual covenants and
undertakings herein set forth, the parties hereby agree as follows:

1.APPOINTMENT
General  Agent is hereby  appointed  as a general  agent of Life Company for the
sale of the Policies in those states where  General Agent is duly licensed to do
so and in those states where Life Company is authorized  to sell such  Products.
General  Agent shall have no exclusive  territory  for the sale of the Policies.
USAZ shall inform General Agent of those jurisdictions in which the Policies may
be lawfully sold.

2.AUTHORITY TO SOLICIT AND SELL
General Agent shall have the authority, pursuant to the rules and regulations of
Life  Company  and USAZ to  solicit  sales  of the  Policies,  obtain  completed
applications therefor and accept premiums paid thereon. All applications for the
Policies  shall be on forms duly  authorized by Life Company in acc ordance with
the insurance laws and  regulations of the various states in which such Policies
are sold. All such  applications and premiums shall be promptly remitted to USAZ
or to Life Company in accordance with the rules and regulations of USAZ and Life
Company  applicable  to such  transactions.  Premiu ms are received in fiduciary
capacity  by General  Agent for USAZ or Life  Company and  remittance  shall not
exceed 30 days.

No solicitation for a Policy shall be made by any person associated with General
Agent  unless and until such person has been duly  appointed as an agent of Life
Company in accordance with applicable  insurance laws and  regulations.  General
Agent  is not  authorized  to  solicit  for  the  sale of the  Polici  es in any
jurisdiction where such product is not duly authorized to be sold.

3.AUTHORITY TO RECOMMEND APPOINTMENT OF AGENTS
General Agent is authorized to recommend to USAZ those persons  associated  with
General  Agent who are to be  appointed as agents of Life Company and who are to
be authorized  to solicit for the sale of the Policies in  accordance  herewith.
USAZ shall have absolute discretion to accept or reject such reco mmendation for
the appointment of any such person as an agent for the sale of the Policies.USAZ
shall also have the absolute  right to terminate  any such person as an agent of
Life Company.

4.TRAINING, COMPLIANCE AND LICENSING
General  Agent  shall  have  the  sole   responsibility  for  the  training  and
supervision of all persons appointed as agents hereunder.  General Agent and all
persons associated with General Agent shall, in the solicitation and sale of the
Policies,  comply with all written procedures,  rules and regulations of USAZ or
Life Company applicable  thereto.  General Agent and all persons associated with
General Agent shall use only those sales,  advertising and promotional materials
which have been approved in writing by USAZ.

General Agent shall have the  responsibility for compliance with all laws, rules
and  regulations  applicable  to the  solicitation  and sale of the  Policies by
General Agent and by all persons  associated  with General Agent.  General Agent
shall  indemnify  and hold USAZ and Life  Company  harmless  from any li ability
(including but not limited to costs of defense and attorney's fees) arising from
any act or omission of General Agent or of any affiliate of General Agent, or of
any officer, director,  employee of General Agent or of sales persons associated
with General Agent.

General Agent, its affiliates,  its officers,  directors,  employees,  and sales
personnel,   shall  obtain  and  maintain  all  licenses,   registrations,   and
appointments  required by any law, regulation,  or other requirement of the SEC,
the NASD, or of any jurisdiction where the Policies are to be sold.

5.COMPENSATION
General Agent shall receive  commissions on premiums on all Policies issued as a
result of applications obtained by it and accepted by Life Company.  Commissions
payable  hereunder are specified in the  Commission  Schedule  which is attached
hereto and  incorporated  herein.  Such  Commission  Schedule may b e amended or
modified at any time by USAZ without notice.  Any such amendment or modification
shall apply only to  applications  for  Policies  which are  obtained by General
Agent after the date of such modification or amendment.

In the event an  application  or  premium  payment is  rejected  by USAZ or Life
Company  or if a premium  is  refunded  to a  purchaser  and  General  Agent has
received compensation on the amount so rejected or refunded, General Agent shall
promptly repay such compensation to USAZ.Also, repayment of commission may apply
to  surrenders  within  twelve  months  of  premium  payment.   Such  commission
repayments  are specified in the Commission  Schedule.  If such repayment is not
promptly  made,  USAZ may,  at its  option,  deduct  such amount from any future
payments  due  General  Agent or may  otherwise  institute  proceedings  against
General Agent to recover such amounts.

6.AFFILIATED ENTITY
In  the  event   General  Agent   utilizes  an  affiliated   entity  to  satisfy
broker-dealer  requirements pursuant to permission granted by a no-action letter
issued  by  the  SEC,  such  affiliated  broker-dealer  shall  countersign  this
Agreement and shall be duly bound hereby.

7.ENTIRE AGREEMENT
This Agreement is the complete and exclusive  statement of the agreement between
the parties as to the subject  matter hereof which  supersedes  all proposals or
agreements,  oral or written,  and all other communications or letters of intent
between the parties related to the subject matter of this Agre ement.

8.MODIFICATION OF AGREEMENT
This  Agreement can only be modified by a written  agreement  duly signed by the
persons  authorized to sign  agreements on behalf of the parties.  Variance from
the  terms or  conditions  of this  Agreement  or any  order  or  other  written
notifications will be of no effect.

9.SEPARABILITY OF PROVISIONS
If any provision or provisions  of this  Agreement  shall be held to be invalid,
illegal,  or unenforceable,  the validity,  legality,  and enforceability of the
remaining provisions shall not in any way be affected or be impaired thereby.

10.ASSIGNMENT
This  Agreement and the rights,  duties,  and  obligations of the parties hereto
shall not be assignable by either party hereto without the prior written consent
of the other, and any purported assignment shall be void.

11.WAIVER
No waiver by either party of any default by the other in the  performance of any
promise,  term, or condition of this Agreement shall be construed to be a waiver
by such party of any other or subsequent  default in  performance of the same or
any other covenant,  promise,  term, or condition hereof. No p rior transactions
or dealings between the parties shall be deemed to establish any custom or usage
waiving or modifying any provision hereof.

12.NOTIFICATION OF CLAIMS, DEMANDS, OR ACTIONS
Each party  hereto  shall  promptly  notify the other in writing of any  claims,
demands, or actions having any bearing on this Agreement.

13.PERFORMANCE IN ACCORDANCE WITH LAW
Each party agrees to perform its  obligation  hereunder in  accordance  with all
applicable laws, rules, and regulations now or hereafter in effect.

14.BINDING AGREEMENT
This  Agreement  shall be binding  upon and inure to the  benefit of the parties
hereto, their successors, and permitted assigns.

15.ACTS BEYOND THE CONTROL OF THE PARTIES
No liability  shall result to either party,  nor shall either party be deemed to
be in default  hereunder,  as a result of delay in its  performance  or from its
non-performance hereunder caused by circumstances beyond its control,  including
but not limited to: act of God, act of war,  riot,  epidemic,  fir e, flood,  or
other disaster, or act of government.  Nevertheless, the party shall be required
to be diligent in attempting to remove such cause or causes.

16.RELATIONSHIP OF THE PARTIES
Each of the parties  will act as an  independent  contractor  under the terms of
this  Agreement  and  neither is now,  or in the  future,  an agent,  or a legal
representative  of the other for any  purposes.  Neither  party has any right or
authority to supervise or control the activities of the other party's e mployees
in connection  with the performance of this Agreement or to assign or create any
application of any kind, express, or implied, on behalf of the other party or to
bind it in any way, to accept any  services of process upon it or to receive any
notice of any nature whatsoever on its behalf.

17.ARBITRATION
Any controversy relating to this Agreement shall be determined by arbitration in
the  City  of  Minneapolis,   Minnesota,   in  accordance  with  the  Commercial
Arbitration Rules of the American Arbitration Association.  All parties agree to
be bound by the results of this arbitration; judgment upon the aware so rendered
may be entered and enforced in any court of competent jurisdiction.

18.TERMINATION  This  agreement  shall  automatically  terminate  upon breach by
either party or any of the terms and conditions hereof, or upon the dissolution,
bankruptcy,  or insolvency of either party.  This Agreement may be terminated by
either party at any time upon written  notice.  Termination  shall not affect Ge
neral Agent's right to any compensation earned on premiums received and accepted
by Life Company prior to the effective date of such termination.

19.GOVERNING LAW
This Agreement  shall be governed by and interpreted in accordance with the laws
of the State of Minnesota.

20.CAPTIONS
Captions  contained in this Agreement are for reference purposes only and do not
constitute part of this Agreement.

21.NOTICE
All  notices  which  are  required  to be given or  submitted  pursuant  to this
Agreement  shall be in writing and shall be deemed given when deposited with the
United States Postal  Service,  postage  prepaid,  registered or certified mail,
return  receipt  requested,  to the last  address  of record of the party  being
notified  which is  maintained  by the  other  party in the  ordinary  course of
business.

IN WITNESS  WHEREOF,  the parties have executed this  Agreement in  Minneapolis,
Minnesota on _______________________, _____.


                                 GENERAL AGENT:

                                 -------------------------------------------
                                 Name of Broker Dealer

                                 By ________________________________________

                                 -------------------------------------------
                                 Print Name and Title

                                 -------------------------------------------
                                 Name of Life Agent of Agency

                                 By ________________________________________

                                 -------------------------------------------
                                 Name and Title

USAllianz Investor Services, LLC
1750 Hennepin Avenue
Minneapolis, MN  55403-2195

By _____________________________

--------------------------------
Name and Title