AMENDMENT TO DISTRIBUTION AGREEMENT This Amendment dated as of January ___, 1998, is entered into by FIRST CHOICE FUNDS TRUST (the "Company") and FIRST DATA DISTRIBUTORS, INC. (the "Distributor"). WHEREAS, the Company and the Distributor have entered...

                                  AMENDMENT TO
                             DISTRIBUTION AGREEMENT


         This Amendment  dated as of January ___, 1998, is entered into by FIRST
CHOICE  FUNDS  TRUST (the  "Company")  and FIRST DATA  DISTRIBUTORS,  INC.  (the
"Distributor").

         WHEREAS,   the  Company  and  the  Distributor   have  entered  into  a
Distribution Agreement dated as of September 20, 1997 (the "Agreement"); and

         WHEREAS, the Company and the Distributor wish to amend the Agreement to
add a new investment portfolio of the Company to Schedule A of the Agreement;

         NOW,  THEREFORE,  the parties  hereto,  intending  to be legally  bound
hereby, hereby agree as follows:

     I. Schedule A to the Agreement is hereby  deleted in full and replaced with
the attached Schedule A.

         II. Except to the extent  amended  hereby,  the Agreement  shall remain
unchanged  and in full force and effect and is hereby  ratified and confirmed in
all respects as amended hereby.

         IN WITNESS WHEREOF,  the undersigned have executed this Amendment as of
the date and year first written above.

                                                     FIRST CHOICE FUNDS TRUST



                                                     By:


                                                   FIRST DATA DISTRIBUTORS, INC.



                                                     By:






                                   SCHEDULE A

                                  Name of Funds


                           U.S. Treasury Reserve Fund
                                Cash Reserve Fund
                            First Choice Equity Fund