AMENDMENT #3 TO PARTICIPATION AGREEMENT DATED AS OF MARCH 21, 2000 (as amended and supplemented from time to time)

                   AMENDMENT #3 TO PARTICIPATION AGREEMENT
                          DATED AS OF MARCH 21, 2000
               (as amended and supplemented from time to time)

                                    AMONG

           ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY,

                   INVESCO VARIABLE INVESTMENT FUNDS, INC.,

                          INVESCO FUNDS GROUP, INC.,

                                     AND

                          INVESCO DISTRIBUTORS, INC.

WHEREAS, Allmerica Financial Life Insurance and Annuity Company, INVESCO
Variable Investment Funds, Inc. and INVESCO Distributors, Inc. entered into a
Fund Participation Agreement on March 21,2000; and

WHEREAS, the parties desire to amend the Participation Agreement by mutual
written consent;

NOW THEREFORE,  the parties to hereby agree that Schedule A to the Participation
Agreement is amended to read in its entirety as follows:

                                  SCHEDULE A

The following Separate Accounts and Associated  Contracts of Allmerica Financial
Life  Insurance  and  Annuity  Company  are  permitted  in  accordance  with the
provisions  of this  Agreement  to invest  in  Portfolios  of the Fund  shown in
Schedule B:

CONTRACTS FUNDED BY SEPARATE ACCOUNT            NAME OF SEPARATE ACCOUNT
------------------------------------            ------------------------
Allmerica ExecAnuity Plus 91                    Separate Account VA-K

Allmerica ExecAnuity Plus 91                    Separate Account VA-K

Allmerica Advantage                             Separate Account VA-K

Allmerica Ultimate Advantage                    Separate Account VA-K

Allmerica Accumulator                           Separate Account VA-K

Fund Quest                                      Separate Account VA-K

Allmerica Value Generation ("Annuity Scout")    Separate Account VA-K

Select Reward                                   Select Separate Account

Select Secondary Markets                        Select Separate Account

All terms and conditions of the  Participation  Agreement and Schedules  thereto
shall continue in full force and effect except as amended herein.


IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed
in its  name  and on its  behalf  by its duly  authorized  representative  as of
October 18,2000.

                              ALLMERICA FINANCIAL LIFE INSURANCE
                              AND ANNUITY COMPANY

                              By: /s/ Xxxx X. Hug
                                  ---------------
                                  Xxxx X. Hug, Chief Marketing Officer


                              INVESCO VARIABLE INVESTMENT FUNDS, INC.

                              By: /s/ Xxxxxx X. Xxxxxx
                                  --------------------
                                  Xxxxxx X. Xxxxxx, Treasurer


                              INVESCO FUNDS GROUP, INC.

                              By: /s/ Xxxxxx X. Xxxxxx
                                  --------------------
                                  Xxxxxx X. Xxxxxx, Senior Vice President


                              INVESCO DISTRIBUTORS, INC.

                              By: /s/ Xxxxxx X. Xxxxxx
                                  --------------------
                                  Xxxxxx X. Xxxxxx, Senior Vice President