First Amendment To Expense Limitation Agreement This First Amendment to Expense Limitation Agreement ("Amendment") is made and entered into this 10th day of November 2003, by and between Wilbanks, Smith & Thomas Asset Management, LLC, successor to...

                                 First Amendment
                                       To
                          Expense Limitation Agreement


This First Amendment to Expense Limitation  Agreement  ("Amendment") is made and
entered into this 10th day of November  2003, by and between  Xxxxxxxx,  Xxxxx &
Xxxxxx  Asset  Management,  LLC,  successor  to  Wilbanks,  Smith,  Xxxxxx Asset
Management,  Inc., (the "Advisor") and The Nottingham  Investment  Trust II (the
"Trust").

                                   WITNESSETH:

WHEREAS, the Advisor and the Trust wish to amend that certain Expense Limitation
Agreement  ("Agreement")  dated March 15, 1999 between the Advisor and the Trust
to modify and change the Operating  Expense Limit (as defined in the  Agreement)
as specified in Schedule A of the Agreement;

WHEREAS,  the Advisor has requested that the Operating  Expense Limit be changed
in order for the Advisor to be able to agree to continue  the  Agreement  beyond
March 31, 2004; and

WHEREAS, the Advisor and the Trust have determined that it is appropriate and in
the best  interest of the Fund (as  defined in the  Agreement)  to continue  the
Agreement and change the Operating Expense Limit as set forth below.

NOW THEREFORE,  in consideration of the mutual covenants herein  contained,  the
parties hereto agree to amend and modify the Agreement effective January 1, 2004
as follows:

1.  Amendment to Schedule A. Schedule A is hereby  deleted in its entirety and a
new Schedule A, attached  hereto and made a part hereof,  is  substituted in its
place.

Except as expressly modified or amended herein, all other terms,  provisions and
conditions of the Agreement shall remain in full force and effect.

IN WITNESS  WHEREOF,  the parties hereto have caused this Amendment to be signed
by their duly authorized officers the day and year first above written.


THE NOTTINGHAM INVESTMENT TRUST II
ON BEHALF OF THE WST GROWTH FUND

By: /s/ Xxxxxx X. Xxxxxxx
    _____________________________

Its: Assistant Secretary


XXXXXXXX, XXXXX & XXXXXX ASSET MANAGEMENT, LLC

By: /s/ X. Xxxxxxxx Xxxxx, Xx.
    _____________________________

Its: Executive Vice President







                                   SCHEDULE A
                            OPERATING EXPENSE LIMITS


This Agreement relates to the following Fund of the Trust:

                                                      Maximum Operating
         Name of Fund                                   Expense Limit
         ------------                                   -------------
         WST Growth Fund                                   2.50%