MASTER DISTRIBUTION PLAN AND AGREEMENT
                                (CLASS K SHARES)


      THIS  AGREEMENT  made  as of the  30th  day of  November,  2000,  by and
between each registered  investment  company  referenced in Schedule A, each a
Maryland  Corporation  (each  individually  referred  to as  "Company"),  with
respect  to the  shares  of the  Class K  common  stock of the  series  of the
Company  set forth on  Schedule A to this  Agreement  as amended  from time to
time (the "Funds")  (such shares of each Fund  hereinafter  referred to as the
"Class K Shares of such  Fund") and  INVESCO  DISTRIBUTORS,  INC.,  a Delaware
corporation (the "Distributor").

      WHEREAS,  the  Company  engages  in  business  as one or  more  open-end
management  investment  companies,   and  is  registered  as  such  under  the
Investment Company Act of 1940, as amended (the "1940 Act"); and

      WHEREAS,  the Company desires to finance the distribution of the Class K
Shares  of the Funds in  accordance  with this  Master  Distribution  Plan and
Agreement  of  Distribution  pursuant  to Rule  12b-1  under the 1940 Act (the
"Plan and Agreement"); and

      WHEREAS,  Distributor  desires to be  retained  to perform  services  in
accordance with such Plan and Agreement and on said terms and conditions; and

      WHEREAS,  this Plan and  Agreement  has been  approved  by a vote of the
board of directors of the Company,  including a majority of the  directors who
are not  interested  persons of the  Company,  as defined in the 1940 Act, and
who have no direct or indirect  financial  interest in the  operation  of this
Plan and Agreement (the "Independent Directors"),  cast in person at a meeting
called for the purpose of voting on this Plan and Agreement;

      NOW, THEREFORE,  the Company hereby adopts the Plan set forth herein and
the Company and Distributor  hereby enter into this Agreement  pursuant to the
Plan in  accordance  with the  requirements  of Rule 12b-1 under the 1940 Act,
and provide and agree as follows:

      FIRST:  The Plan is  defined as those  provisions  of this  document  by
which the Company  adopts a Plan pursuant to Rule 12b-1 under the 1940 Act and
authorizes  payments as described  herein.  The  Agreement is defined as those
provisions  of this  document  by which the  Company  retains  Distributor  to
provide  distribution  services  beyond  those  required  by the  Underwriting
Agreement  between  the  parties,  as are  described  herein.  The Company may
retain the Plan notwithstanding  termination of the Agreement.  Termination of
the Plan  will  automatically  terminate  the  Agreement.  Each Fund is hereby
authorized to utilize the assets of the Company to finance certain  activities
in connection with distribution of the Company's Class K Shares.
<PAGE>
      SECOND:  Each Fund  shall  incur  expenses  allocable  solely to Class K
Shares per annum of the average daily net assets of such Fund  attributable to
the Class K Shares,  at the rates set forth in Schedule B opposite the name of
such Fund, subject to any limitations  imposed from time to time by applicable
rules of the National Association of Securities Dealers, Inc. ("NASD").

      THIRD:  To the extent  obligations  incurred by the  Distributor  out of
its own resources to finance any activity  primarily intended to result in the
sale of Class K Shares  of a Fund,  pursuant  to this  Plan and  Agreement  or
otherwise,  may be deemed to  constitute  the  indirect  use of Class K Shares
Fund  assets,  such  indirect  use of Class K Shares  Fund  assets  is  hereby
authorized in addition to, and not in lieu of, any other  payments  authorized
under this Plan and Agreement.

      FOURTH:  Distributor  shall provide to the Company's  Board of directors
and the board of directors shall review, at least quarterly,  a written report
of the amounts  expended  pursuant to the Plan and  Agreement and the purposes
for which such expenditures were made.

      FIFTH:   Amounts  payable  pursuant  to  paragraph  SECOND  above  shall
compensate/reimburse  the  Distributor  for  financing  any activity  which is
primarily  intended  to result  in the sale of the Class K Shares,  including,
but not limited to,  expenses of organizing  and  conducting  sales  seminars,
advertising  programs,  finders fees,  printing of prospectuses and statements
of  additional  information  (and  supplements  thereto) and reports for other
than  existing  shareholders,  preparation  and  distribution  of  advertising
material  and sales  literature,  supplemental  payments  to dealers and other
institutions  as  asset-based  sales charges and providing such other services
and  activities  as may from time to time be agreed upon by the Company.  Such
reports,   prospectuses   and  statements  of  additional   information   (and
supplements  thereto),  sales  literature,  advertising and other services and
activities  may be  prepared  and/or  conducted  either by  Distributor's  own
staff,  the  staff  of  affiliated  companies  of the  Distributor,  or  third
parties.
<PAGE>
       SIXTH:   Amounts   set  forth  in  Schedule  B  may  also  be  used  to
compensate/reimburse  the  Distributor  for making  payments  of service  fees
under a shareholder  service  arrangement  to be established by Distributor in
accordance  with  paragraph  SEVENTH  below.  To the extent that  amounts paid
hereunder are not used  specifically  to compensate  Distributor  for any such
expense,  such  amounts  may be  treated  as  compensation  for  Distributor's
distribution-related  services.  All  amounts  expended  pursuant  to the Plan
and Agreement  shall be paid to  Distributor  and are the legal  obligation of
the Company and not of  Distributor.  That  portion of the amounts  paid under
the Plan and Agreement  that is not paid or advanced by Distributor to dealers
or other institutions that provide personal continuing  shareholder service as
a  service  fee  pursuant  to  paragraph  SEVENTH  below  shall be  deemed  an
asset-based  sales charge.  No provision of this Plan and  Agreement  shall be
interpreted  to prohibit any payments by the Company  during  periods when the
Company has suspended or otherwise limited sales.

      SEVENTH:  Distributor  may make  payments to selected  banks,  financial
planners,  retirement  plan  service  providers  and other  appropriate  third
parties  acting  in  an  agency  capacity  for  their  customers  who  provide
shareholder  services  to  their  customers  from  time to time.  The  maximum
service fee paid to any service  provider shall be twenty-five  one hundredths
of one  percent  (0.25%),  per annum of the  average  daily net  assets of the
Company  attributable  to the Shares  owned by the  customers  of such service
provider, or such lower rate for the Fund as is specified on Schedule B.

      (A)    Pursuant to this program,  Distributor  may enter into agreements
            ("Service  Agreements")  with such broker  dealers  ("Dealers") as
            may  be  selected  from  time  to  time  by  Distributor  for  the
            provision   of   distribution-related   shareholder   services  in
            connection  with the sale of Shares to the  Dealers'  clients  and
            customers  ("Customers")  to  Customers  who may from time to time
            directly  or  beneficially  own Shares.  The  distribution-related
            personal  continuing   shareholder  services  to  be  rendered  by
            Dealers under the Service  Agreements  may include,  but shall not
            be limited to, the following:  (i) distributing  sales literature;
            (ii) answering routine Customer  inquiries  concerning the Company
            and the Shares;  (iii)  assisting  Customers in changing  dividend
            options,  account  designations  and  addresses,  and in enrolling
            into any of several  retirement  plans offered in connection  with
            the purchase of Shares;  (iv) assisting in the  establishment  and
            maintenance  of  customer   accounts  and  records,   and  in  the
            processing of purchase and redemption transactions;  (v) investing
            dividends  and  capital  gains   distributions   automatically  in
            Shares;  and (vi) providing such other information and services as
            the Company or the Customer may reasonably request.

      (B)   Distributor   may  also  enter  into   agreements   ("Third  Party
            Agreements") with selected banks,  financial planners,  retirement
            plan service  providers and other appropriate third parties acting
            in an agency  capacity  for  their  customers  ("Third  Parties").
            Third Parties  acting in such capacity will provide some or all of
            the  shareholder  services to their  customers as set forth in the
            Third Party Agreements from time to time.
<PAGE>

      (C)   Distributor  may also enter into variable  group annuity  contract
            holder service agreements  ("Variable  Contract  Agreements") with
            selected  insurance  companies  ("Insurance  Companies")  offering
            variable  annuity  contracts to employers as funding  vehicles for
            retirement  plans qualified under  Section 401(a)  of the Internal
            Revenue  Code,  where  amounts  contributed  under  such plans are
            invested  pursuant to such variable  annuity  contracts in Class K
            Shares  of  the  Company.   The  Insurance   Companies   receiving
            payments  under such  Variable  Contract  Agreements  will provide
            specialized  services to contract  holders and plan  participants,
            as set  forth in the  Variable  Contract  Agreements  from time to
            time.

      (D)   Distributor  may also enter into  shareholder  service  agreements
            ("Bank  Trust  Department  Agreements  and  Brokers for Bank Trust
            Department  Agreements")  with selected bank trust departments and
            brokers for bank trust  departments.  Such bank trust  departments
            and brokers for bank trust  departments  will  provide some or all
            of the  shareholder  services to their  customers  as set forth in
            the Bank Trust  Department  Agreements  and Brokers for Bank Trust
            Department Agreements.

      EIGTHTH:  No  provision  of this Plan and  Agreement  shall be deemed to
prohibit  any  payments  by a Fund  to  the  Distributor  or by a Fund  or the
Distributor  to investment  dealers,  financial  institutions  and 401(k) plan
service providers where such payments are made under the Plan and Agreement.

      NINTH:  The  Company,  on behalf of the Funds, and the Distributor shall
each comply with all  applicable  provisions  of the 1940 Act, the  Securities
Act of 1933, rules and regulations of the NASD and its affiliates,  and of all
other  federal and state laws,  rules and  regulations  governing the issuance
and sale of Class K Shares.

      TENTH:  Nothing herein  contained  shall require the Company to take any
action contrary to any provision of its Articles of  Incorporation,  or to any
applicable statute or regulation.

      ELEVENTH:  This Plan and  Agreement  shall  become  effective  as of the
date  hereof,  shall  continue in force and effect until May 30th,  2001,  and
shall  continue  in force and effect  from year to year  thereafter,  provided
that such continuance is specifically  approved at least annually by the board
of  directors  of  the  Company  and  the  Company's  directors  who  are  not
"interested  persons" (as defined in Section  2(a)(19) of the 1940 Act) of the
Company and have no direct or indirect  financial interest in the operation of
this  Plan  and  Agreement  or in any  agreements  related  to this  Plan  and
Agreement  (the  "Independent  Board  Members")  cast in  person  at a meeting
called for such purpose,  as  contemplated  by paragraphs  (d) and (e) of Rule
12b-1 under the 1940 Act.

      Any amendment to this Plan and  Agreement  that requires the approval of
the  shareholders  of Class K Shares pursuant to Rule 12b-1 under the 1940 Act
shall  become  effective  as to such Class K Shares upon the  approval of such
amendment by a "majority of the outstanding  voting securities" (as defined in
the 1940 Act) of such Class K Shares,  provided that the Board of Directors of
the Company has approved such amendment.

      TWELVETH:   This  Plan and  Agreement,  any  amendment  to this Plan and
Agreement and any agreements  related to this Plan and Agreement  shall become
effective  immediately  upon  the  receipt  by the  Company  of  both  (a) the
affirmative  vote of a majority of the Board of Directors of the Company,  and
(b) the  affirmative  vote of a majority of those directors of the Company who
are not  "interested  persons" of the Company (as defined in the 1940 Act) and
have no direct or indirect  financial  interest in the  operation of this Plan
and Agreement or any agreements  related to it (the "Independent  Directors"),
cast in person at a meeting  called for the purpose of voting on this Plan and
<PAGE>

Agreement  or  such  agreements.   Notwithstanding  the  foregoing,   no  such
amendment that requires the approval of the  shareholders of Class K Shares of
a  Company  shall  become  effective  as to such  Class K  Shares  until  such
amendment  has been  approved  by the  shareholders  of such Class K Shares in
accordance  with the  provisions  of the  ELEVENTH  paragraph of this Plan and
Agreement.

      This Plan and  Agreement may not be amended to increase  materially  the
amount of  distribution  expenses  provided  for in  paragraph  SECOND  hereof
unless  such  amendment  is  approved in the manner  provided  herein,  and no
material  amendment to the Plan and Agreement shall be made unless approved in
the manner provided for in the ELEVENTH paragraph hereof.

      So long as the Plan and Agreement remains in effect, the selection and
nomination of persons to serve as directors of the Company who are not
"interested persons" of the Company shall be committed to the discretion of
the directors then in office who are not "interested persons" of the
Company.  However, nothing contained herein shall prevent the participation
of other persons in the selection and nomination process, provided that a
final decision on any such selection or nomination is within the discretion
of, and approved by, a majority of the directors of the Company then in
office who are not "interested persons" of the Company.

     THIRTEENTH:

     (A)  This Plan and  Agreement may be terminated as to any Fund at any time,
          without  the  payment of any  penalty,  by vote of a  majority  of the
          Independent  Board Members or by vote of a majority of the outstanding
          voting  securities  of  Class  K  Shares  of  such  Fund,  or  by  the
          Distributor, on sixty (60) days' written notice to the other party.

     (B)  In the event that neither Distributor nor any affiliate of Distributor
          serves  the  Company  as  investment   adviser,   the  agreement  with
          Distributor  pursuant to this Plan shall  terminate at such time.  The
          board of directors may determine to approve a continuance  of the Plan
          and/or a continuance of the Agreement, hereunder.

     (C)  To the  extent  that this  Plan and  Agreement  constitutes  a Plan of
          Distribution  adopted  pursuant  to Rule  12b-1  under the 1940 Act it
          shall  remain  in effect as such,  so as to  authorize  the use by the
          Class K Shares of each Fund of its assets in the  amounts  and for the
          purposes  set  forth  herein,  notwithstanding  the  occurrence  of an
          "assignment," as defined by the 1940 Act and the rules thereunder.  To
          the extent it  constitutes  an agreement  pursuant to a plan, it shall
          terminate  automatically  in the  event of such  "assignment."  Upon a
          termination of the agreement with Distributor,  the Funds may continue
          to make payments  pursuant to the Plan only upon the approval of a new
          agreement under this Plan and Agreement,  which may or may not be with
          Distributor,  or the adoption of other arrangements  regarding the use
          of the amounts  authorized to be paid by the Funds  hereunder,  by the
          Company's  board of directors in accordance  with the  procedures  set
          forth above.

      FOURTEENTH:  Any  notice  under  this  Plan  and  Agreement  shall be in
writing,  addressed and  delivered,  or mailed postage  prepaid,  to the other
party at such  address as the other  party may  designate  for the  receipt of
notices.  Until  further  notice to the  other  party,  it is agreed  that the
addresses  of both the  Company and the  Distributor  shall be 7800 East Union
Avenue, Mail Stop 201, Denver, Colorado 80237.

      FIFTEENTH:  This Plan and  Agreement  shall be governed by and construed
in  accordance   with  the  laws  (without   reference  to  conflicts  of  law
provisions) of the State of Maryland.
<PAGE>
      IN WITNESS  WHEREOF,  the parties have caused this Plan and Agreement to
be executed in duplicate on the day and year first above written.


                                    COMPANY (Listed in Schedule A)


                                    By: /s/ Mark H. Williamson
                                    --------------------------
                                    Name:  Mark H. Williamson
                                    Title:  President

Attest:


/s/ Glen A. Payne
--------------------
Name:  Glen A. Payne
Title:  Secretary

                                    DISTRIBUTOR


                                    By: /s/ Ronald L. Grooms
                                    ------------------------
                                    Name:  Ronald L. Grooms
                                    Title:  Treasurer

Attest:


/s/ Glen A. Payne
-----------------
Name:  Glen A. Payne
Title:  Secretary
<PAGE>

                                  SCHEDULE A
                                      TO
                    MASTER DISTRIBUTION PLAN AND AGREEMENT
                               (CLASS K SHARES)


REGISTERED
INVESTMENT
COMPANY                    FUNDS                            EFFECTIVE DATE
--------------------------------------------------------------------------------
INVESCO BOND FUNDS, INC.
                           High Yield Fund                  December 14, 2000
                           Select Income Fund               December 14, 2000

INVESCO COMBINATION STOCK & BOND FUNDS, INC.
                           Balanced Fund                    December 14, 2000
                           Equity Income Fund(4)            December 14, 2000
                           Total Return Fund(1)             September 28, 2001

INVESCO COUNSELOR SERIES FUNDS, INC.
                           Mid-Cap Growth Fund(3)           January 15, 2002

INVESCO INTERNATIONAL FUNDS, INC.
                           European Fund                    December 14, 2000

INVESCO SECTOR FUNDS, INC.
                           Energy Fund                      November 29, 2000
                           Financial Services Fund          November 29, 2000
                           Health Sciences Fund             November 29, 2000
                           Leisure Fund(1)                  September 28, 2001
                           Technology Fund                  November 29, 2000
                           Telecommunications Fund          November 29, 2000

INVESCO STOCK FUNDS, INC.
                           Blue Chip Growth Fund(2)         November 29, 2000
                           Dynamics Fund                    November 29, 2000
                           Endeavor Fund                    November 29, 2000
                           Growth & Income Fund             November 29, 2000
                           Small Company Growth Fund(1)     September 28, 2001
                           Value Equity Fund(1)             September 28, 2001


(1) Amended on September 28, 2001.
(2) On October 19, 2001 the name of the Blue Chip Growth Fund was changed to
    Growth Fund. Therefore, all references to the Blue Chip Growth Fund should
    be changed to Growth Fund.
(3) Amended on January 15, 2002.
(4) On March 29,  2002 the name of the Equity  Income  Fund was changed to Core
    Equity Fund. Therefore,  all references to the Equity Income Fund should be
    changed to Core Equity Fund.

<PAGE>
                                  SCHEDULE B
                                      TO
                    MASTER DISTRIBUTION PLAN and AGREEMENT
                               (CLASS K SHARES)

                               DISTRIBUTION FEE

      The  Company  shall pay the  Distributor  as full  compensation  for all
services  rendered and all facilities  furnished under the  Distribution  Plan
and  Agreement  for  each  Fund  (or  Class  thereof)   designated   below,  a
Distribution  Fee determined by applying the annual rate set forth below as to
each Fund (or Class  thereof) to the average  daily net assets of the Fund (or
Class  thereof)  for  the  plan  year,  computed  in a  manner  used  for  the
determination of the offering price of shares of the Fund.

                                         MAXIMUM
                                      DISTRIBUTION
                                       FEE AND/OR          EFFECTIVE
      FUNDS WITH CLASS K SHARES        SERVICE FEE            DATE
 INVESCO Balanced Fund                    0.45%        December 14, 2000
 INVESCO Blue Chip Growth Fund(2)         0.45%        November 29, 2000
 INVESCO Dynamics Fund                    0.45%        November 29, 2000
 INVESCO Endeavor Fund                    0.45%        November 29, 2000
 INVESCO Energy Fund                      0.45%        November 29, 2000
 INVESCO Equity Income Fund(4)            0.45%        December 14, 2000
 INVESCO European Fund                    0.45%        December 14, 2000
 INVESCO Financial Services Fund          0.45%        November 29, 2000
 INVESCO Growth and Income                0.45%        November 29, 2000
 INVESCO Health Sciences Fund             0.45%        November 29, 2000
 INVESCO High Yield Fund                  0.45%        December 14, 2000
 INVESCO Leisure Fund(1)                  0.45%        September 28, 2001
 INVESCO Mid-Cap Growth Fund(3)           0.45%        January 15, 2002
 INVESCO Select Income Fund               0.45%        December 14, 2000
 INVESCO Small Company Growth Fund(1)     0.45%        September 28, 2001
 INVESCO Technology Fund                  0.45%        November 29, 2000
 INVESCO Telecommunications Fund          0.45%        November 29, 2000
 INVESCO Total Return Fund(1)             0.45%        September 28, 2001
 INVESCO Value Equity Fund(1)             0.45%        September 28, 2001

________________

(1) Amended on September 28, 2001.
(2) On October 19, 2001 the name of the Blue Chip Growth Fund was changed to
    Growth Fund. Therefore, all references to the Blue Chip Growth Fund should
    be changed to Growth Fund.
(3) Amended on January 15, 2002.
(4) On March 29,  2002 the name of the Equity  Income  Fund was changed to Core
    Equity Fund. Therefore,  all references to the Equity Income Fund should be
    changed to Core Equity Fund.