[SBL LOGO]
          SECURITY BENEFIT LIFE
          INSURANCE COMPANY
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          A MEMBER OF THE SECURITY                     700 SW HARRISON ST.
          BENEFIT GROUP OF COMPANIES                   TOPEKA, KANSAS 66636-0001
                                                       (785) 431-3000

                                                MARKETING ORGANIZATION AGREEMENT
                                                             COMMISSION SCHEDULE

                                AdvisorDesigns Variable Annuity (the "Contract")

Marketing Organization:
(Broker/Dealer)


EFFECTIVE DATE OF COMMISSION SCHEDULE:


COMMISSIONS - This Commission  Schedule is hereby made a part of and amends your
selling agreement including, but not limited to, the SBL Variable Products Sales
Agreement and/or Marketing Organization  Agreement,  as applicable  (hereinafter
called the  "Agreement"),  with  Security  Benefit  Life  Insurance  Company and
Security Distributors,  Inc. (hereinafter jointly called "SBL"), and commissions
payable  hereunder are subject to the provisions  contained in the Agreement and
this  Commission  Schedule.  Minimum  Purchase  Payments  are as set  out in the
applicable prospectus and Contract.  Commissions to a Marketing Organization are
equal  to  a  percentage   of  each  Purchase   Payment   written  by  Marketing
Organization, as follows:

1.   UP FRONT  COMMISSIONS:  The rate of commissions  paid on Purchase  Payments
     made with respect to each particular  Contract is based on the issue age of
     the Owner (or of the  Annuitant if the  Contract is owned by a  non-natural
     person) as set forth in the tables below.  You may select one of Commission
     Options A through D as shown in the table below at the time of  application
     for each Contract. If no selection is made on the application, SBL will pay
     you  pursuant  to  Option B. You may  select a  different  option  for each
     Contract  but may not  change the Option in effect  after the  Contract  is
     issued.

      COMMISSION     -------------- -------------- -------------- --------------
        OPTION          OPTION A       OPTION B        OPTION C       OPTION D
                     -------------- -------------- -------------- --------------

                     ------ ------- ------ ------- ------ ------- ------ -------
      OWNER ISSUE    0 - 80 81 - 90 0 - 80 81 - 90 0 - 80 81 - 90 0 - 80 81 - 90
         AGE         ------ ------- ------ ------- ------ ------- ------ -------
                      6.50%  2.50%   5.00%  2.50%   2.50%  2.50%   0.00%  0.00%
                     ------ ------- ------ ------- ------ ------- ------ -------

     *No  Commission  will be paid on Purchase  Payments made that are less than
     the minimum specified in the applicable prospectus and Contract.

2.   ASSET-BASED  COMMISSIONS:  Under Commission Options A (for issues ages 81 -
     90 only), B, C and D, SBL will pay an asset-based  commission as of the end
     of each calendar month. The amount of the asset-based commission under each
     Option is equal to 1/12 of the applicable percentage set forth in the table
     below times the aggregate  Contract Value of those Contracts sold under the
     applicable Commission Option for which Marketing Organization is the broker
     of record  and,  with  respect  to  Options  A, B and C only,  the  initial
     Purchase  Payment  is more  than 12  months  old.  For  Option D only,  the
     asset-based  commission  will be paid as of the end of the  first  calendar
     month of the Contract Date. On an annual basis, the asset-based  commission
     is  equal to the  amount  set  forth in the  Table  below.  No  asset-based
     commission  will be paid on  Contracts  that have  annuitized  under a life
     contingent  annuity  option.  An  Annuitization  Fee  may be  available  as
     discussed in paragraph 7.


      COMMISSION     -------------- --------------- --------------- ---------------
        OPTION          OPTION A       OPTION B        OPTION C        OPTION D
                     -------------- --------------- --------------- ---------------

                     ------ ------- ------- ------- ------- ------- ------- -------
      OWNER ISSUE    0 - 80 81 - 90  0 - 80 81 - 90  0 - 80 81 - 90  0 - 80 81 - 90
          AGE        ------ ------- ------- ------- ------- ------- ------- -------
                     0 bps  25 bps  25 bps  25 bps  45 bps  25 bps  65 bps  60 bps
                     ------ ------- ------- ------- ------- ------- ------- -------
3.   CONTINGENT  DEFERRED SALES CHARGE (CDSC) RIDER:  For a Contract sold with a
     CDSC Rider, the commission and asset-based  commission  schedules set forth
     above do not apply.  The following  commission and  asset-based  commission
     schedule  will apply in lieu of those set forth above if a CDSC Rider is in
     effect.

----------------------- -------------- ---------------
      CDSC RIDER          UP FRONT      ASSET-BASED
                         COMMISSION*    COMMISSION**
----------------------- -------------- ---------------
       0 - year             0.00%         100 bps
----------------------- -------------- ---------------

*The commission is equal to the applicable  percentage of each Purchase  Payment
written  by  Marketing  Organization  based  upon the  applicable  CDSC Rider in
effect.

** The amount of the  asset-based  commission is equal to 1/12 of the applicable
percentage  set forth in the table above times the aggregate  Contract  Value of
those  Contracts  sold  under the  applicable  CDSC  Rider  for which  Marketing
Organization is the broker of record.

4.   TRANSFER  OF  SBL  CONTRACT  VALUES  (INTERNAL  EXCHANGES):  SBL  does  not
     encourage exchanges;  however,  there may be times that another SBL product
     may  better  meet  your  client's  current  needs.  As a  result,  we  will
     compensate you for assisting your clients in  reevaluating  their financial
     needs and making an  exchange  to a Contract  under the  circumstances  set
     forth below. (Please note that purchase of a CDSC Rider is not permitted in
     connection with an internal exchange.) Transfer of value from the following
     SBL products is allowed,  and a new commission  will be payable as outlined
     below:

--------------------------------------------------------- -------------------------------
             SOURCE OF TRANSFER VALUES                           COMMISSION RATE*
--------------------------------------------------------- -------------------------------

     VARIFLEX, SECURITY MARK, VIVA AND GEMINI             Full up front commission based
                                                            on Option A or B from the
         Outside the applicable CDSC period                       tables above

   PROVIDER I, PROVIDER III, PREMIER I, PREMIER III                 LESS 3.0%

 Contracts in their 6th year or outside of CDSC period
--------------------------------------------------------- --------------------------------

--------------------------------------------------------- --------------------------------
      VA1, VA3, VA4, SECURITY GUARDIAN, SECURITY 80       Full up front commission based
               AND CONSERVATOR                              on option and rider selection
                                                                from tables above
           Outside the applicable CDSC period
--------------------------------------------------------- --------------------------------

* No commission  (including  asset-based  commission) is paid on the transfer of
cash, loan or surrender value of a life insurance or annuity  contract issued by
SBL or other  members of The Security  Benefit  Group of Companies  applied to a
Contract under this  Commission  Schedule,  except under the  circumstances  set
forth above.

5.   CONTRACT  DATE:  For the  purpose  of this  Commission  Schedule,  the term
     "Contract Date" shall be the date the first Purchase Payment is credited to
     the Contract.

6.   DEATH BENEFIT APPLIED TO ANNUITY OPTION: In the event that a beneficiary of
     a Contract under this Commission  Schedule applies the death benefit to one
     of the annuity  options under the Contract,  no commission  will be payable
     upon such  application.  An Annuitization Fee may be available as discussed
     in paragraph 7.

7.   ANNUITIZATION:   An   Annuitization   Fee  will  be  paid  to  a  Marketing
     Organization   who  secures  from  the  Contract   Owner  (or  his  or  her
     beneficiary) the proper forms and information to commence an immediate life
     contingent annuity option under the Contract and significantly  assists the
     client and SBL in such settlement.  The  Annuitization Fee will be equal to
     4% of the amount applied to a fixed life  contingent  annuity option and 2%
     of the amount applied to a variable life contingent annuity option.

8.   COMMISSION CHARGEBACK PROVISIONS:  No Commission chargebacks are applicable
     to any partial  withdrawals,  full surrenders or death claims except in the
     event of a free look surrender. SBL will charge back 100% of commissions in
     the event of a free look surrender.

9.   CHANGE OF COMMISSION  SCHEDULE:  Notwithstanding any other provision of the
     Agreement to the  contrary,  the  following  provisions  shall  apply.  SBL
     reserves the right at any time, with or without notice,  to change,  modify
     or  discontinue  the  commissions,  asset-based  commissions  or any  other
     compensation  payable under this  Commission  Schedule.  However,  any such
     change  will  not  apply to the  commissions  or  asset  based  commissions
     applicable to Contracts issued before the effective date of such change.

10.  CHANGE OF DEALER:  A Contract Owner shall have the right to designate a new
     marketing  organization,  or  terminate  a marketing  organization  without
     designating a replacement, by sending written notice of such designation or
     termination  to  SBL.  Upon  written  notice  to SBL by  the  owner  of the
     designation  of a new  marketing  organization,  all  the  commissions  and
     asset-based commissions shall be payable to the new marketing organization.
     Upon  written  notice  to SBL by  the  Contract  Owner  of  termination  of
     Marketing  Organization,  without designating a new marketing organization,
     SBL shall cease paying commissions and asset based commissions to Marketing
     Organization.

11.  TERMINATION  OF THE  AGREEMENT/VESTING:  In the event of termination of the
     Agreement for any reason,  all rights to receive  commissions,  asset-based
     commissions or other compensation  under this Commission  Schedule shall be
     terminated,  unless  each of the  following  requirements  is met:  (i) the
     Agreement  has  been  in  force  for at  least  one  year;  (ii)  Marketing
     Organization is at the time such commissions are payable properly  licensed
     to receive such  commissions;  (iii)  Marketing  Organization  is providing
     service  to the  Contract  Owner  and  performing  its  duties  in a manner
     satisfactory to SBL; (iv) commissions paid to Marketing Organization in the
     previous  calendar  year  amounted  to at  least  $500;  and (v)  Marketing
     Organization  has not been  terminated,  nor a new  marketing  organization
     designated, by the Contract Owner as set forth in paragraph 10 above.

THIS  COMMISSION  SCHEDULE  replaces  any previous  Commission  Schedule for the
Variable Annuity Contract listed above as of the Effective Date set forth above.

SECURITY DISTRIBUTORS, INC.                   SECURITY BENEFIT LIFE INSURANCE COMPANY

By:         GREGORY J. GARVIN         By:                 GREGORY J. GARVIN
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Title:        President               Title:            Senior Vice President
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