FORM OF
                       AMENDMENT TO DISTRIBUTION AGREEMENT


         AMENDMENT TO DISTRIBUTION AGREEMENT dated as of this __ day of
________, 2002, by and between Pacific Global Fund, Inc., a Maryland Corporation
doing business as Pacific Advisors Fund Inc. (the "Corporation"), and Pacific
Global Fund Distributors, Inc., a California Corporation (the "Distributor").

                                   WITNESSETH:

         WHEREAS, the Corporation and the Distributor have entered into a
Distribution Agreement dated as of October 16, 1992, as amended (the
"Distribution Agreement"), under which the Corporation has engaged the services
of the Distributor as distributor of the Shares of the Funds; and

         WHEREAS, the Corporation has added a new series of shares, the
Multi-Cap Value Fund, which comprises Class A and Class C Shares; and

         WHEREAS, the Corporation wishes to continue to engage the services of
the Distributor as principal underwriter and distributor of the Classes of
Shares of the Funds that now exist and that hereafter may be established, which
are listed on Exhibit A to this Agreement as may be amended from time to time,
and the Distributor is willing to continue to serve in that capacity;

         NOW THEREFORE, in consideration of the premises and mutual covenants
set forth herein and in the Distribution Agreement, the parties hereto, intended
to be legally bound, hereby agree to amend the Distribution Agreement as
follows:

         1.       The Distribution Agreement is hereby amended to include
Exhibit A hereto, as may be amended from time to time.

         2.       This Amendment shall not change any other term or provision of
the Distribution Agreement and such other terms and provisions shall remain in
full force and effect.

         3.       Except as otherwise stated herein, capitalized terms used
herein shall have the meaning set forth in the Distribution Agreement.



         IN WITNESS WHEREOF, the parties have caused this Amendment to be signed
by their respective officers thereunto duly authorized and their respective
corporate seals to be herewith affirmed, as of the day and year first above
written.

ATTEST:                             PACIFIC GLOBAL FUND INC.
                                    d/b/a PACIFIC ADVISORS FUND INC.



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ATTEST:                             PACIFIC GLOBAL FUND INC. DISTRIBUTORS, INC.



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                                    EXHIBIT A

Balanced Fund
Government Securities Fund
Growth Fund
Income and Equity Fund
Multi-Cap Value Fund
Small Cap Fund