FORM OF AMENDMENT TO THE TIMOTHY PLAN
                          INVESTMENT ADVISORY AGREEMENT



     This  amendment,  dated  as of the 1st day of  October,  2000,  made by and
between THE TIMOTHY PLAN (the "Trust"), a Delaware business trust operating as a
registered  investment  company  under the  Investment  Company Act of 1940,  as
amended, duly organized and existing under the laws of the State of Delaware and
TIMOTHY PARTNERS, LTD. (the "Investment Advisor"), a Florida limited partnership
and registered  investment advisor under the Investment Advisers Act of 1940, as
amended (collectively, the "Parties").

                                   WITNESSETH:

     WHEREAS,  the Trust and  Investment  Advisor have entered into an agreement
dated  January  19,  1994 as  subsequently  amended  (the  "Investment  Advisory
Agreement"),  wherein the  Investment  Advisor has agreed to serve as an advisor
and provide investment management services; and

     WHEREAS,  the  Trust is  authorized  to issue  separate  series  of  shares
representing  interests in separate investment portfolios (each referred to as a
"Series" and collectively, as the "Series"); and

     WHEREAS, the Trust presently issues eleven Series as follows:

          The Timothy Plan Aggressive Growth Fund
          The Timothy Plan Large/Mid-Cap Growth Fund
          The Timothy Plan Small-Cap Value Fund (formerly the Timothy Plan)
          The Timothy Plan Large/Mid-Cap Value Fund
          The Timothy Plan Fixed-Income Fund
          The Timothy Plan Money Market Fund
          The Timothy Plan Strategic Growth Portfolio
          The Timothy Plan Conservative Growth Portfolio
          The Timothy Plan Small-Cap Variable Series (formerly the Timothy Plan
               Variable Series)
          The Timothy Plan Mid-Cap Variable Series
          The Timothy Plan Fixed-Income Variable Series; and

     WHEREAS,  the Parties wish to amend the  Investment  Advisory  Agreement to
clarify that such Agreement governs each Series of the Trust;

     NOW  THEREFORE,  in  consideration  of the  premises  and mutual  covenants
contained herein,  the Parties hereto,  intending to be legally bound, do hereby
agree:

     1. To amend the initial  introductory  paragraph of the Investment Advisory
Agreement to read as follows:

AGREEMENT, made by and between THE TIMOTHY PLAN, a Delaware business trust ( the
"Trust") on behalf of the following series of the Trust;

          The Timothy Plan Aggressive Growth Fund
          The Timothy Plan Large/Mid-Cap Growth Fund
          The Timothy Plan Small-Cap Value Fund (formerly the Timothy Plan)
          The Timothy Plan Large/Mid-Cap Value Fund
          The Timothy Plan Fixed-Income Fund
          The Timothy Plan Money Market Fund
          The Timothy Plan Strategic Growth Portfolio
          The Timothy Plan Conservative Growth Portfolio
          The Timothy Plan Small-Cap Variable Series (formerly the Timothy Plan
               Variable Series)
          The Timothy Plan Mid-Cap Variable Series
          The Timothy Plan Fixed-Income Variable Series (the "Funds")

and TIMOTHY PARTNERS, LTD., a Florida limited partnership (the "Investment
Advisor").

     2. The effective date of this amendment shall be October 1, 2000.

     IN  WITNESS  WHEREOF,   the  Parties  hereto  have  caused  this  amendment
consisting  of one type  written  page,  to be signed by their  duly  authorized
officers and their  corporate seals hereunto duly affixed as of the day and year
first above written.

THE TIMOTHY PLAN                    TIMOTHY PARTNERS, LTD.


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By: Arthur D. Ally, Chairman        BY: COVENANT FUNDS, INC.
                                    MANAGING GENERAL PARTNER
                                    Arthur D. Ally, President

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Attest: Joseph E. Boatwright,       Attest: Bonnie Ally, Secretary
        Secretary