ALLSTATE LIFE INSURANCE CO
EXHIBIT 10.7
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>4
<FILENAME>a2131698zex-10_7.txt
<DESCRIPTION>EXHIBIT 10.7
<TEXT>
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                                                                    EXHIBIT 10.7

                                SELLING AGREEMENT
                   ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK

Agreement, made this 17th day of May, 2001, by and among Allstate Life Insurance
Company of New York ("Allstate Life of New York"), a New York life insurance
company; ALFS, Inc. ("ALFS"), a Delaware corporation; Allstate Financial
Services ("Broker-Dealer" or "BD"), a New York corporation; and ________
("Associated Insurance Agency"), a Delaware corporation.

ALLSTATE LIFE INSURANCE COMPANY OF         ALFS, INC.
NEW YORK

By: /s/John R. Hunter                            By: /s/ Lisa A. Burnell
   -----------------------------------        ----------------------------------

Title: V.P.                                Title: AVP & Chief Compliance Officer
      --------------------------------           -------------------------------
                                                  Lisa A. Burnell

BROKER DEALER                              ASSOCIATED INSURANCE AGENCY

   Allstate Financial Services, LLC
--------------------------------------
(Name)
            2920 S 84th St
--------------------------------------
(Street Address)
          Lincoln NE 68506
--------------------------------------
(City, State, Zip)


By: /s/ Carole Lambert
   -----------------------------------
Print Name: Carole Lambert
           ---------------------------
Title: VP, Operations
      --------------------------------

WHEREAS, Allstate Life of New York issues certain insurance products and group
and individual insurance contracts/policies and certificates participating
therein (collectively, "Contracts") described further in this Agreement and
attached Schedules, some of which may be deemed securities ("Registered
Contracts") under the Securities Act of 1933 ("1993 Act"); and

WHEREAS, Allstate Life of New York has appointed ALFS, a broker/dealer, as the
Underwriter of the Registered Contracts; and

WHEREAS, BD is a broker/dealer engaged in the sale of securities and other
Investment products; and

WHEREAS, each Associated Insurance Agency is an Insurance agent in the states
noted above; and

WHEREAS, in the event that Associated Insurance Agency and BD are the same
person, the duties, responsibilities and privileges of Associated Insurance
Agency under this Agreement shall be undertaken by BD; and

WHEREAS, Allstate Life of New York and ALFS propose to authorize BD and
Associated Insurance Agency to solicit sales of the Contracts;

NOW THEREFORE, in consideration of the premises and mutual promises contained
herein including the attached Schedule and Exhibits, the parties hereto agree as
follows:

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1.   SUCCESSOR ORGANIZATIONS

     a.   Allstate Life of New York shall, in its sole discretion, have the
          right to appoint a successor broker/dealer ("successor broker/dealer")
          to replace ALFS as Underwriter of the Registered Contracts. Upon
          appointment, successor broker/dealer shall assume all duties,
          responsibilities and privileges undertaken by ALFS under this
          Agreement. Allstate Life of New York shall provide written notice of
          such change in appointment to BD and Associated Insurance Agency.

     b.   Upon written notice to ALFS, BD shall have the right to appoint a
          successor BD to assume its duties, responsibilities and privileges
          under this Agreement. ALFS reserves the right to reject the
          appointment of any successor BD and shall provide written notice of
          such rejection to BD.

     c.   Upon written notice to Allstate Life of New York, Associated Insurance
          Agency shall have the right to appoint a successor Associated
          Insurance Agency or additional Associated Insurance Agencies to assume
          its duties, responsibilities and privileges under this Agreement.
          Allstate Life reserves the right to reject the appointment of any
          successor Associated Insurance Agency or additional Associated
          Insurance Agencies and shall provide written notice of such rejection
          to Associated Insurance Agency

2.   APPOINTMENT AND AUTHORIZATION

     ALFS hereby authorizes BD to solicit sales of the Contracts that are
     described more specifically in the Commission Schedule(s) attached hereto.
     Allstate Life of New York hereby appoints Associated Insurance Agency to
     solicit sales of the Contracts. BD and Associated Insurance Agency accept
     such appointment and authorization, and each agrees to use its best efforts
     to find purchasers of the Contracts acceptable to Allstate Life of
     New York.

3.   REPRESENTATIONS

     a.   Allstate Life of New York, ALFS, BD and Associated Insurance Agency
          each represents to one another that it and the officers signing above
          have full power and authority to enter into this Agreement, and that
          this Agreement has been duly and validly executed by it and
          constitutes a legal, valid and binding agreement.

     b.   ALFS represents to BD that ALFS (and any successor broker/dealer) is
          registered as a broker/dealer with the Securities and Exchange
          Commission (the "SEC") under the Securities Exchange Act of 1934
          ("1934 Act") and under the state securities laws of each Jurisdiction
          in which such registration is required for underwriting the Contracts,
          and that it is a member of the National Association of Securities
          Dealers, Inc. (the "NASD").

     c.   BD represents to ALFS that BD is, and at all times when performing its
          functions and fulfilling it obligations under this Agreement, will be,
          registered with the SEC as a broker/dealer under the 1934 Act and
          under the state securities laws of each jurisdiction in which such
          registration is required for the sale of the Contracts, and a member
          of the NASD. BD will notify ALFS in writing if such registration is
          terminated or suspended, and shall take all reasonable actions to
          reinstate such registrations.

     d.   BD represents to ALFS that BD has adopted supervisory procedures, and
          its compliance manual addresses: (i) maintenance of appropriate level
          of net capital; (ii) suitability review; (iii) misrepresentations; and
          (iv) churning/replacements.

     e.   Associated Insurance Agency represents to ALFS and Allstate Life of
          New York that Associated Insurance Agency is, and at all times when
          performing its functions and fulfilling its obligations under this
          Agreement, will be, a properly licensed insurance agency in each
          jurisdiction in which such licensing is required for the sale of the
          Contracts.

     f.   Allstate Life of New York represents to BD that the Registered
          Contracts, including any variable separate account(s) supporting such
          Registered Contracts, shall comply in all material respects with the
          registration and other applicable requirements of the 1933 Act and the
          Investment Company Act of 1940, and the rules and regulations
          thereunder, including the terms of any order of the SEC with respect
          thereto.

     g.   Allstate Life of New York represents to BD and Associated Insurance
          Agency that the Contracts it issues have been filed and approved by
          the state insurance departments in such jurisdictions where it is
          authorized to transact business and such filing and approval are
          required prior to the Issuance of Contracts therein.

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     h.   Allstate Life of New York represents to BD that the prospectuses
          included in Allstate Life of New York's Registration Statement for the
          Registered Contracts, and in post-effective amendments thereto, and
          any supplements thereto, as filed or to be filed with the SEC, as of
          their respective effective dates, contain or will contain in all
          material respects all statements and information which are required to
          be contained therein by the 1933 Act and conform or will conform in
          all material respects to the requirements thereof.

4.   COMPLIANCE WITH REGULATORY REQUIREMENTS

     BD shall abide by all rules and regulations of the NASD governing the sale
     of the Variable Contracts, including, but not limited to, requirements
     regarding (i) net capital; (ii) suitability review; (iii)
     misrepresentations; and (iv) churning/replacements. BD and Associated
     Insurance Agency shall comply with all applicable state and federal laws
     and the rules and regulations of governmental or regulatory agencies
     affecting or governing the sale of the Contracts. BD and Associated
     Insurance Agency shall comply with all applicable administrative procedures
     of Allstate Life of New York and ALFS.

5.   LICENSING AND/OR APPOINTMENT OF REPRESENTATIVES

     a.   BD and Associated Insurance Agency are hereby specifically authorized
          to designate those registered representatives of BD, or individuals
          associated with the Associated Insurance Agency ("Agents"), proposed
          to be engaged in solicitation of sales of the Contracts for
          appointment by Allstate Life of New York as individual insurance
          agents. BD and Associated Insurance Agency shall not propose a
          registered representative, or Agent, for appointment unless such
          representative, or Agent, is duly licensed as an insurance agent in
          the state(s) in which it is proposed that such representative, or
          Agent, engage in solicitations of sales of the Contracts. BD and
          Associated Insurance Agency together shall be responsible for
          registered representatives', and Agents', compliance with applicable
          state insurance agent licensing laws.

     b.   BD and Associated Insurance Agency shall assist Allstate Life of
          New York and ALFS in the appointment of BD's registered
          representatives, and Agents, under applicable insurance laws, to sell
          the Contracts. BD and Associated Insurance Agency shall comply with
          Allstate Life of New York requirements for, including the General
          Letter of Recommendation (attached as Exhibit A), in submitting
          licensing or appointment documentation for proposed registered
          representatives and Agents. All such documentation shall be submitted
          by BD or Associated Insurance Agency to Allstate Life of New York or
          its designated agent licensing administrator.

     c.   BD and Associated Insurance Agency agree to allow Allstate Life of
          New York to use any agent appointment information in the possession of
          any of Allstate Life of New York's affiliates or subsidiaries to
          assist in appointing BD's registered representatives and Associated
          Insurance Agency's Agents to sell the Contracts under applicable
          insurance laws.

     d.   Allstate Life of New York reserves the right to refuse to appoint any
          such designated Individual or, once appointed, to terminate or refuse
          to renew the appointment of any such designated individual. Only those
          registered representatives who are duly licensed as Insurance agents
          and appointed by Allstate Life of New York (herein, "Representatives")
          shall have authority to solicit sales of the Contracts. Only those
          Agents who are registered representatives of BD shall have authority
          to solicit sales of the Registered Contracts. Agents who are not
          registered representatives of BD shall be limited to selling those
          Contracts which are not Registered Contracts ("Fixed Contracts"). BD
          and Associated Insurance Agency shall notify ALFS immediately in
          writing if any Representative appointed by Allstate Life of New York
          ceases to be a registered representative of BD or if any
          Representative or Agent ceases to be properly licensed in any state

6.   SUPERVISION OF REPRESENTATIVES AND AGENTS

     a.   BD shall have full responsibility for training and supervision of all
          Representatives and all other persons associated with BD who are
          involved directly or indirectly in the offer or sale of the Registered
          Contracts, and all such persons shall be subject to the control of BD
          with respect to such persons' activities in connection with the sale
          of the Registered Contracts. Associated Insurance Agency shall have
          full responsibility for training and supervision of all Agents who are
          involved directly or indirectly in the offer or sale of the Contracts
          and for Agent's compliance with applicable state Insurance laws.

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     b.   Allstate Life of New York and ALFS shall not have responsibility for
          the training and supervision of any Representative or Agency. BD and
          Associated Insurance Agency each agree to comply with Allstate Life of
          New York's statement in support of the concepts in the Principles and
          Code of Ethical Market Conduct of the Insurance Marketplace Standards
          Association (the "IMSA Principles and Code"), as such statement may be
          amended from time to time, and to engage in active and fair
          competition as contemplated by the IMSA Principles and Code. A copy of
          Allstate Life of New York's current statement in support of the IMSA
          Principles and Code is attached as Exhibit B.

     c.   Before Representatives engage in the solicitation of applications for
          the Registered Contracts, BD and Associated Insurance Agency will
          cause the Representatives (1) to be registered representatives of BD;
          (2) to be licensed, registered or otherwise qualified under applicable
          federal and state laws to engage in the sale of the Contracts; (3) to
          be trained in the sale of the Contracts; and (4) to limit solicitation
          of applications for the Contracts to jurisdictions where Allstate Life
          of New York has authorized such solicitations.

     d.   Before Representatives or Agents engage in the solicitation of
          applications for the Fixed Contracts, Associated Insurance Agency will
          cause such individuals (1) to be licensed or otherwise qualified under
          applicable laws to engage in the sale of the Fixed Contracts; (2) to
          be trained in the sale of the Fixed Contracts; and (3) to limit
          solicitation of applications for the Fixed Contracts to jurisdictions
          where Allstate Life of New York has authorized such solicitations.

     e.   BD is specifically charged with the responsibility of supervising and
          reviewing its Representatives' use of sales literature and advertising
          and all other communications with the public in connection with the
          Contracts. With regard to Registered Contracts, no sales solicitation,
          including the delivery of supplemental sales literature or other such
          materials, shall occur, be delivered to, or used with a prospective
          purchaser unless accompanied or preceded by the appropriate then
          current prospectus(es), the then current prospectus(es) for the
          underlying funds funding any variable contracts (the "Funds") and,
          where required by state insurance law, the then current statement of
          additional information for any variable contracts.

     f.   BD shall execute any electronic or telephone orders only in accordance
          with the current prospectus applicable to the Contracts and agrees,
          that in consideration for the telephone transfer privileges, Allstate
          Life of New York will not be liable for any loss incurred as a result
          of acting upon electronic or telephone instructions containing
          unauthorized, incorrect or incomplete information received from BD or
          its representatives.

     g.   Upon request by Allstate Life of New York, BD and Associated Insurance
          Agency shall furnish appropriate records or other documentation to
          evidence BD's and Associated Insurance Agency's diligent supervision.

     h.   In the event a Representative or Agent performs any unauthorized
          transaction(s) with respect to a Contract(s), BD shall bear sole
          responsibility, shall notify Allstate Life of New York and shall act
          to terminate the sales activities of such Representative or Agent
          relating to the Contract(s).

     i.   In the event a Representative or Agent fails to meet the BD's or
          Associated Insurance Agency's rules and standards, BD or Associated
          Insurance Agency, as the case may be, shall notify Allstate Life of
          New York and shall act to terminate the sales activities of such
          Representative or Agent relating to the Contracts.

7.   SALES PROMOTION MATERIAL AND ADVERTISING

     a.   BD, Associated Insurance Agency, Agents and Representatives, in
          connection with the offer or sale of the Contracts or solicitation of
          a payment or other transaction under a Contract, shall not give any
          information or make any representations or statements, written or
          oral, concerning the Contracts or a Fund, inconsistent with
          information or representations contained, in the case of a Registered
          Contract, in the prospectus, statement of additional information and
          registration statement for the Contracts or such Fund, or in reports
          or proxy statements thereof, or in promotional, sales or advertising
          material or other information supplied and approved in writing by ALFS
          for such use, or in the case of Fixed Contracts, in the contracts or
          materials furnished by Allstate Life of New York. BD, Associated
          Insurance Agency, Agents and Representatives may not modify or
          represent that they may modify any such prospectus, statement of
          additional information, registration statement, promotional, sales or
          advertising materials.

     b.   No item of sales promotion materials or advertising relating to the
          Contracts, including any illustrations or software programs therefore,
          shall be used by BD, Associated Insurance Agency, Agents or
          Representatives unless the specific item has been provided by Allstate
          Life of New York and ALFS or has first been approved in writing by
          Allstate Life of New York and ALFS for use. Allstate Life of New York
          and ALFS reserve the right to recall any material provided by them at
          any time for any reason, and BD and

                                        4
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          Associated Insurance Agency shall promptly comply with any such
          request for the return of material and shall not use such material
          thereafter.

8.   SOLICITING APPLICATIONS AND PAYMENTS

     a.   All applications for Contracts shall be made on application forms
          supplied by Allstate Life of New York. BD, Associated Insurance
          Agency, Agents and the Representatives shall not recommend the
          purchase of a Contract to a prospective purchaser unless it has
          reasonable grounds to believe that such purchase is suitable for the
          prospective purchaser and is in accordance with applicable regulations
          of any state insurance commission, and with respect to Registered
          Contracts, the SEC and the NASD. While not limited to the following, a
          determination of suitability shall be based on information concerning
          the prospective purchaser's insurance and investment objectives and
          financial situation and needs. All such determinations of suitability
          shall be approved by a Principal of BD before forwarding such
          application to Allstate Life of New York and ALFS.

     b.   BD and Associated Insurance Agency shall review applications for
          completeness and correctness, as well as compliance with the
          suitability standards specified above. BD will promptly, but in no
          case later than the end of the next business day following receipt by
          BD or a Representative, forward to Allstate Life of New York according
          to administrative procedures all complete and correct applications for
          suitable transactions, together with any payments received with the
          applications, without deduction for compensation unless there has been
          a mutual arrangement for net wire transmissions between ALFS, Allstate
          Life of New York and BD. Allstate Life of New York reserves the right
          to reject any Contract application and return any payment made in
          connection with an application that is rejected.

     c.   Contracts issued on accepted applications will be forwarded to BD for
          delivery to the Contract Owner according to procedures established by
          Allstate Life of New York, unless Allstate Life of New York has
          provided otherwise. BD shall cause each such Contract to be delivered
          to the respective Contract Owner within five days after BD's receipt.
          BD shall be liable to Allstate Life of New York for any loss incurred
          by Allstate Life of New York (including consequential damages and
          regulatory penalties) as a result of any delay by BD or a
          Representative in delivering such Contract.

     d.   BD, Associated Insurance Agency, Agents and Representatives shall not
          encourage a prospective purchaser to surrender or exchange a Contract
          in order to purchase another insurance policy or contract except when
          a change in circumstances makes the Contract an unsuitable investment
          for the Contract owner.

9.   PAYMENTS RECEIVED BY BD

     All premium payments (hereinafter collectively referred to as "Payments")
     are the property of Allstate Life of New York and shall be transmitted to
     Allstate Life of New York by BD immediately upon receipt by BD or
     Associated Insurance Agency or any Agent or Representative in accordance
     with the administrative procedures of Allstate Life of New York, without
     any deduction or offset for any reason, including by example but not
     limitation any deduction or offset for compensation claimed by BD, CUSTOMER
     CHECKS SHALL BE MADE PAYABLE TO THE ORDER OF "ALLSTATE LIFE INSURANCE
     COMPANY OF NEW YORK." Allstate Life of New York reserves the right to
     reject any Payment for any reason.

10.  COMMISSIONS PAYABLE

     a.   Commissions payable in connection with the Contracts shall be paid to
          Associated Insurance Agency according to the Commission Schedule(s)
          relating to this Agreement in effect at the time of receipt by
          Allstate Life of New York of the payment or transaction request on
          which such commissions are based. If available, a Commission Option(s)
          may: (1) be elected by BD and Associated Insurance Agency on behalf of
          all of its Representatives or Agents or (2) may be elected by each
          Representative or Agent at the time of Application. Any election made
          and applied to a Contract may not be changed and will be in effect for
          the life of the Contract. Allstate Life of New York and ALFS reserve
          the right to revise the Commission Schedule(s) for new business at any
          time upon at least thirty (30) days prior written notice to BD and
          Associated Insurance Agency.

     b.   Compensation to the Representatives or Agents for Contracts solicited
          by the Representatives or Agents and issued by Allstate Life of
          New York will be governed by agreements between BD or the Associated
          Insurance Agency and their respective Representatives or Agents and
          payment thereof will be the BD's or Associated Insurance Agency's sole
          responsibility.

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11.  REFUND OF COMMISSIONS

     If Allstate Life of New York is required to refund premiums or return
     contract values and waive surrender charges on any Contract for any reason,
     then commission will be adjusted with respect to said premiums or Contract
     as set forth in the Commission Schedule, and any commission previously paid
     for said premiums must be refunded to Allstate Life of New York or ALFS.
     ALFS shall have the right to offset any such refundable commission against
     amounts otherwise payable by ALFS. ALFS agrees to notify BD and Associated
     Insurance Agency within thirty (30) days after it receives notice from
     Allstate Life of New York of any premium refund or a commission charge
     back.

12.  ASSOCIATED INSURANCE AGENCY

     BD and the Associated Insurance Agency represent that they are in
     compliance with the terms and conditions of no-action letters issued by the
     staff of the SEC with respect to non-registration as a broker/ dealer of an
     insurance agency associated with a registered broker/dealer. BD and
     Associated Insurance Agency shall notify ALFS immediately in writing if BD
     and/or such agency fill to comply with any such terms and conditions and
     shall take such measures as may be necessary to comply with any such terms
     and conditions. If Associated Insurance Agency is the same person as BD,
     this Paragraph 12 does not apply, and BD shall undertake all the duties,
     responsibilities and privileges under this Agreement.

13.  HOLD HARMLESS AND INDEMNIFICATION PROVISIONS

     a.   No party to this Agreement will be liable for any obligation, act or
          omission of any other party. BD and Associated Insurance Agency will
          hold harmless and indemnify Allstate Life of New York and ALFS, and
          conversely, Allstate Life of New York and ALFS will hold harmless and
          indemnify BD and Associated Insurance Agency for any loss or expense
          suffered as a result of the violation or noncompliance by the
          Indemnifying party of or with any applicable law or regulation or any
          provision of this Agreement. Further, any BD violation or
          noncompliance by an associated person, as defined in Article 1 of the
          NASD By-Laws, would be covered under this provision.

     b.   Without limiting the above paragraph, in situations when "as of"
          pricing is necessary in connection with the Contracts (and a loss is
          incurred to compensate the Contract owner for reduced Contract values)
          the party whose actions resulted in the loss will bear the costs
          according to pricing procedures established by Allstate Life of
          New York.

14.  NON-ASSIGNABILITY PROVISION

     This Agreement may not be assigned by any party except by mutual consent of
     all other parties.

15.  NON-WAIVER PROVISION

     Failure of any party to terminate the Agreement for any of the causes set
     forth in this Agreement will not constitute a waiver of that party's right
     to terminate this Agreement at a later time for any of these causes.

16.  AMENDMENTS

     Except as stated in Paragraph 10, no amendment to this Agreement will be
     effective unless it is in writing and signed by all the parties hereto.

17.  RECERTIFICATION

     BD and Associated Insurance Agency shall, on a periodic basis determined by
     Allstate Life of New York and ALFS, certify that they are in compliance
     with all terms and provisions of this Agreement.

18.  INDEPENDENT CONTRACTORS

     BD and its Representatives, and Associated Insurance Agency and its Agents,
     are Independent contractors with respect to Allstate Life of New York and
     ALFS.

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19.  NOTIFICATION OF CUSTOMER COMPLAINTS OR DISCIPLINARY PROCEEDINGS

     a.   BD and Associated Insurance Agency agree to notify ALFS promptly of
          any customer complaints or disciplinary proceedings against BD,
          Associated Insurance Agency or any Representatives of Agents relating
          to the Contracts or any threatened or filed arbitration action or
          civil litigation arising out of solicitation of the Contracts.

     b.   BD and Associated Insurance Agency shall cooperate with Allstate Life
          of New York in Investigating and responding to any customer complaint,
          attorney demand, or inquiry received from state insurance departments
          or other regulatory agencies or legislative bodies, and in any
          settlement or trial of any actions arising out of the conduct of
          business under this Agreement.

     c.   Any response by BD or Associated Insurance Agency to an individual
          customer complaint will be sent to Allstate Life of New York and ALFS
          for approval not less than five (5) business days prior to it being
          sent to the customer, except that if a more prompt response is
          required, the proposed response may be communicated by telephone,
          facsimile or in person.

20.  BOOKS, ACCOUNTS AND RECORDS

     a.   BD and Associated Insurance Agency agree to maintain books, accounts
          and records so as to clearly and accurately disclose the nature and
          details of transactions relating to the Contracts and to assist
          Allstate Life of New York and ALFS in the timely preparation of their
          respective books, accounts and records. BD and Associated Insurance
          Agency shall upon request submit such books, accounts and records to
          the regulatory and administrative bodies which have jurisdiction over
          Allstate Life of New York or the Funds.

     b.   Each party to this Agreement shall promptly furnish to the other
          parties any reports and information which another party may request
          for the purpose of meeting its reporting and record keeping
          obligations under the Insurance laws of any state, and under the
          federal and state securities laws or the rules of the NASD.

21.  LIMITATIONS

     No party other than Allstate Life of New York shall have authority on
     behalf of Allstate Life of New York to make, alter, or discharge any
     Contract issued by Allstate Life of New York to waive any forfeiture
     provision or to grant, permit, or extend the time of making any Payments,
     or to alter the forms which Allstate Life of New York may prescribe or
     substitute other forms in place of those prescribed by Allstate Life of
     New York or to enter into any proceeding in a court of law or before a
     regulatory agency in the name of or on behalf of Allstate Life of New York.

22.  CONFIDENTIALITY

     Each party to this Agreement shall maintain the confidentiality of any
     material designated as proprietary by another party, and shall not use or
     disclose such information without the prior written consent of the party
     designating such material as proprietary.

23.  TERMINATION

     a.   This Agreement may be terminated at the option of any party upon ten
          (10) days written notice to the other parties, or at the option of any
          party hereto upon the breach by any party of the covenants and terms
          of this Agreement. Paragraph 13 shall survive any such termination.

     b.   This Agreement may be terminated immediately for cause upon an event
          of default. Such termination shall be deemed to occur as of the date
          immediately preceding the event of default. An "event of default"
          shall occur when the first of the (i) BD or Associated Insurance
          Agency files for bankruptcy, or financial or corporate reorganization
          under federal or state insolvency law; (ii) applicable laws or
          regulations prohibit BD or Associated Insurance Agency from continued
          marketing of the Contracts.

24.  NOTICE

     a.   In the event of sale, transfer or assignment of a controlling interest
          in BD or Associated Insurance Agency, notice shall be provided in
          writing to Allstate Life of New York no less than thirty (30) days
          prior to the closing date.

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     b.   All notices to Allstate Life of New York and ALFS relating to this
          Agreement will be duly provided by certified or express mail to:

          Allstate Life Insurance Company of New York
          c/o General Counsel
          3100 Sanders Road
          Northbrook, Illinois 60062

     c.   All notices to BD and Associated Insurance Agency will be duly
          provided if mailed to their respective address shown on the Agency
          Specification/Signature Page(s).

25.  SEVERABILITY

     Should any provision of this Agreement be held unenforceable, those
     provisions not affected by the determination of unenforceability shall
     remain in full force and effect.

26.  GOVERNING LAW

     This Agreement will be construed in accordance with the laws of the State
     of New York.

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                                    EXHIBIT A

                        GENERAL LETTER OF RECOMMENDATION

BD hereby certifies to Allstate Life Insurance Company of New York ("Allstate
Life of New York") that all the following requirements will be fulfilled in
conjunction with the submission of appointment papers for all applicants as
agents of Allstate Life of New York submitted by BD. BD will, upon request,
forward proof of compliance with same to Allstate Life of New York in a timely
manner.

     1.   We have made a thorough and diligent inquiry and investigation
          relative to each applicant's identity, residence, business reputation,
          and experience and declare that each applicant is personally known to
          us, has been examined by us, is known to be of good moral character,
          has a good business reputation, is reliable, is financially
          responsible and is worthy of appointment as a variable contract agent
          of Allstate Life of New York. This inquiry and background
          investigation has included a credit and criminal check on each
          applicant. Based upon our investigation, we vouch for each applicant
          and certify that each individual is trustworthy, competent and
          qualified to act as an agent for Allstate Life of New York to hold
          himself out in good faith to the general public.

     2.   We have on file the appropriate state insurance department licensing
          forms (i.e. B-300, B-301), or U-4 form which was completed by each
          applicant. We have fulfilled all the necessary investigative
          requirements for the registration of each applicant as a registered
          representative through our NASD member firm, and each applicant is
          presently registered as a NASD registered representative.

          The above information in our files indicates no fact or condition
          which would disqualify the applicant from receiving a license or
          appointment and all the findings of all investigative information is
          favorable.

     3.   We certify that all educational requirements have been met for the
          specific state each applicant is licensed in, and that, all such
          persons have fulfilled the appropriate examination, education and
          training requirements.

     4.   We certify that each applicant will receive close and adequate
          supervision, and that we will make inspection when needed of any or
          all risks written by these applicants, to the end that the insurance
          interest of the public will be properly protected.

     5.   We will not permit any applicant to transact insurance as an agent
          until duly licensed and appointed by Allstate Life of New York. No
          applicants have been given a contract or furnished supplies, nor have
          any applicants been permitted to write, solicit business, or act as an
          agent in any capacity on behalf of Allstate Life of New York, and they
          will not be so permitted until the certificate of authority applied
          for is received.

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                                    EXHIBIT B

                        ETHICAL MARKET CONDUCT COMPLIANCE

BD and Associated Insurance Agency (also referred to as "you" or "your") are
required to comply with Allstate Life of New York's policies and procedures
concerning the replacement of life insurance policies and annuity policies. A
replacement occurs whenever an existing life insurance policy or annuity is
terminated, converted or otherwise changed in value.

For any transaction involving a replacement, Allstate Life of New York requires
you to:

     1.   recommend the replacement of an existing policy only when replacement
          is in the best interest of the customer;

     2.   fully disclose all relevant information to the customer, which
          information includes: a) comparison of old and new premiums, expenses
          and surrender charges, cash values, and death benefits; b) any loss of
          cash value or policy value by surrendering the existing policy; c all
          guaranteed and maximum value of both policies; d) the fact that a new
          contestability and suicide period starts under the new policy; and e)
          the requirement that the customer must be re-underwritten for the new
          policy;

     3.   provide state-required replacement notices to customers on the same
          day the application is taken and indicate on the application that the
          transaction involves the full or partial replacement of an existing
          policy;

     4.   proceed with replacement of policies only after providing the customer
          with proper information and ensuring that the replacement is in the
          customer's best interest and that their needs are met.

BD and Associated Insurance Agency are required to adhere to Allstate Life of
New York's rules and requirements concerning ethical market conduct, which
require that you:

     1.   carefully evaluate the insurance needs and financial objectives of
          your clients, and use sales tools (e.g. policy illustrations and sales
          brochures) to determine that the insurance of annuity you are
          proposing meets those needs;

     2.   maintain a current license and valid appointment in all states in
          which you promote the sale of Allstate Life of New York products to
          customers and keep current of changes in insurance laws and
          regulations by reviewing the bulletins and newsletters that Allstate
          Life of New York publishes;

     3.   comply with Allstate Life of New York policies concerning
          replacements, and refrain from providing false or misleading
          information about a competitor or competing product or otherwise
          making disparaging remarks about a competitor;

     4.   submit all advertising materials intended to promote the sale of any
          Allstate Life of New York product to the home office for approval
          prior to use;

     5.   immediately report to Allstate Life of New York any customer
          complaints, whether written or oral, and assist Allstate Life of
          New York in resolving the complaint to the satisfaction of all
          parties;

     6.   communicate these standards to any producers or office personnel that
          you directly supervise and request their agreement to be bound by
          these conditions as well.

Allstate Life of New York and ALFS may terminate this Agreement without notice
if you fall to comply with Allstate Life of New York's rules and requirements
concerning the replacement of life insurance and annuities and Allstate Life of
New York's rules and requirements concerning ethical market conduct.

Your right to any commissions, or any other thing of value shall cease if you
violate laws and regulations governing unfair trade practices, life insurance
and annuity advertising, replacement of life insurance and annuities, sales
illustrations and agent licensing.

By promoting the sale of an Allstate Life of New York product to a customer, you
agree to be bound by the terms and conditions of this Addendum without
modification.

                                       10
<Page>

                                   SCHEDULE A

                             SCHEDULE OF COMMISSIONS

Subject to terms and conditions of the Selling Agreement, Associated Insurance
Agency shall be compensated for VA Contracts issued according to the following
chart (based upon the option selected in writing by each Agent or
Representative):

           AIM LIFETIME PLUS VARIABLE ANNUITY

<Table>
<Caption>
                                   COMMISSION OPTIONS
                             ------------------------------
     ISSUE AGE                    A                 B
-----------------------------------------------------------
       <S>                     <C>             <C>
       0-80                     5.75%*            4.75%*
                               no trail        .25% trail**

       81-85                    4.75%*            3.50%*
                               no trail        .25% trail**

       86-90                    2.50%*            1.25%*
                               no trail        .25% trail**
</Table>

*  =  Based upon purchase payment.

** =  Trail commissions are based on the Contract Value on the last day of each
      contract quarter beginning with the last day of the 15th contract month.
      Trail commissions will be paid each calendar quarter beginning with the
      first calendar quarter following the 15th contract month and ending when
      the contract is annuitized; the contract must be in effect through the end
      of the contract quarter for a trail commission to be paid.

                             COMMISSION CHARGEBACKS

<Table>
<Caption>
                                    PERIOD OF
        TRANSACTION                 CHARGEBACK                  CHARGEBACK                 PLEASE NOTE
------------------------------------------------------------------------------------------------------------
       <S>                    <C>                         <C>                       <C>
         Surrender             During the "free look"       100% of commission               N/A
                                       period

       Annuitization          Months 1-12 following a       Commission will be       For issue ages 81-85 on
                                  purchase payment        adjusted to equal 4.25%   Option B and ages 86-90,
                                                                                       Options A and B, no
                                                                                     adjustment will be made
</Table>

                                       11
<Page>

                             SCHEDULE OF COMMISSIONS

Subject to terms and conditions of the Selling Agreement, Associated Insurance
Agency shall be compensated for VA Contracts issued according to the following
chart (based upon the option selected in writing by each Agent or
Representative);

           AIM LIFETIME PLUS II VARIABLE ANNUITY

<Table>
<Caption>
                                   COMMISSION OPTIONS
                             ------------------------------
     ISSUE AGE                    A                 B
-----------------------------------------------------------
       <S>                     <C>             <C>
       0-80                     5.75%*            4.75%*
                               no trail        .25% trail**

       81-85                    4.75%*            3.50%*
                               no trail        .25% trail**

       86-90                    2.75%*            2.25%*
                               no trail        .25% trail**
</Table>

*  =  Based upon purchase payment.

** =  Trail commissions are based on the Contract Value on the last day
      of each contract quarter beginning with the last day of the 15th contract
      month. Trail commissions will be paid each calendar quarter beginning with
      the first calendar quarter following the 15th contract month and ending
      when the contract is annuitized; the contract must be in effect through
      the end of the contract quarter for a trail commission to be paid.

                             COMMISSION CHARGEBACKS

<Table>
<Caption>
                                    PERIOD OF
        TRANSACTION                 CHARGEBACK                  CHARGEBACK                 PLEASE NOTE
------------------------------------------------------------------------------------------------------------
       <S>                    <C>                         <C>                       <C>
         Surrender             During the "free look"       100% of commission                N/A
                                       period

       Annuitization          Months 1-12 following a       Commission will be       For issue ages 81-85 on
                                  purchase payment        adjusted to equal 4.25%   Option B and ages 86-90,
                                                                                       Options A and B, no
                                                                                     adjustment will be made
</Table>

                                       12
<Page>

                                   SCHEDULE A

                             SCHEDULE OF COMMISSIONS

Subject to terms and conditions of the Selling Agreement, Associated Insurance
Agency shall be compensated for VA Contracts issued according to the following
chart (based upon the option selected in writing by each Agent or
Representative):

       ALLSTATE SELECT DIRECTIONS(SM) VARIABLE ANNUITY

<Table>
<Caption>
                                   COMMISSION OPTIONS
                             ------------------------------
     ISSUE AGE                    A                 B
-----------------------------------------------------------
       <S>                     <C>             <C>
       All                      7.0%*             5.5%*
                               no trail        .40% trail**
</Table>

*  =  Based upon purchase payment.

** =  Trail commissions are based on the Contract Value on the last day of each
contract quarter beginning with the last day of the 15th contract month. Trail
commissions will be paid at the end of the calendar month in which the contract
quarter ends beginning with the 15th contract month and ending when the contract
is annuitized. The contract must be in effect through the end of the calendar
month for a trail commission to be paid.

                             COMMISSION CHARGEBACKS

<Table>
<Caption>
                                    PERIOD OF
        TRANSACTION                 CHARGEBACK                  CHARGEBACK                 PLEASE NOTE
------------------------------------------------------------------------------------------------------------
         <S>                 <C>                            <C>                       <C>
         Surrender           During the first contract      100% of commission.
                                        year
</Table>

                                       13

</TEXT>
</DOCUMENT>
