EXHIBIT e(2)


                                 FIRST AMENDMENT
                            TO DISTRIBUTION AGREEMENT
                               DATED JULY 1, 2001,
                                  BY AND AMONG
               DAVIS PARK SERIES TRUST, AMERISTOCK CORPORATION AND
                             ALPS DISTRIBUTORS, INC.

     THIS AMENDMENT is made as of August 5, 2002, by and between Davis Park
Series Trust, a Delaware business trust ("Davis Park"), Ameristock Corporation,
a California corporation ("Ameristock"), and ALPS Distributors, Inc., a Colorado
corporation ("ADI").

     WHEREAS, Davis Park, Ameristock, and ADI have entered into a Distribution
Agreement (the "Agreement") dated July 1, 2001.

     WHEREAS, Davis Park, Ameristock, and ADI wish to modify the provisions of
the Agreement to reflect the removal of the Ameristock Large Company Growth Fund
therefrom.

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

     1.     THE AMERISTOCK LARGE COMPANY GROWTH FUND. The Ameristock Large
     Company Growth Fund (the "Fund"), a series of Davis Park, was liquidated as
     of June 21, 2002. As such, all references to the Fund in the Agreement
     shall be deleted.

     2.     MISCELLANEOUS. Other than as amended hereby, all terms and
     conditions of the Agreement are unchanged and remain in full force and
     effect. This Amendment shall be deemed to be an amendment to the Agreement
     and shall be governed by the laws of the State of Colorado.

     IN WITNESS WHEREOF, this Amendment has been executed by a duly authorized
representative of each of the parties hereto as of the date of the Amendment
first set forth above.


DAVIS PARK SERIES TRUST                      AMERISTOCK CORPORATION

By:                                          By:
    --------------------------------             -------------------------------
Name:                                        Name:
      ------------------------------               -----------------------------
Title:                                       Title:
       -----------------------------                ----------------------------


ALPS DISTRIBUTORS, INC.

By:
   --------------------------------
Name:  Jeremy O. May
Title: Senior Vice President