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                                                         Exhibit No. 10(viii)(a)



                               FIRST AMENDMENT TO
                        STILLWATER CAPITAL ADVISORS, LLC
                             ENGAGEMENT LETTER WITH
                             FANZ ENTERPRISES, INC.


         This First Amendment to the Stillwater Capital Advisors, LLC Engagement
Letter with FanZ Enterprises, Inc. (this "Amendment"), dated June 13 , 2001, is
by and between FANZ ENTERPRISES, INC., a Delaware corporation, (hereinafter
referred to as the "Company") and STILLWATER CAPITAL ADVISORS, LLC, a Georgia
limited liability company (hereinafter referred to as the "Advisor").

         WHEREAS, the Company and the Advisor entered into an Engagement Letter,
dated January 1, 2001 (the "Agreement"); and

         WHEREAS, the Company has been requested by the administrators of
various state securities agencies to revise the Agreement as a pre-condition to
approval of the Company's application for securities registration under the
Coordinated Equity Review program.

         NOW, THEREFORE, in consideration of the recitals and the mutual
promises and covenants herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree to amend the Agreement as follows:

         A. Paragraph 6 of the Agreement shall be revised, and hereby is amended
to read, as follows:

                  6. It is understood that the services of the Advisor hereunder
         are limited to those contained herein, and the Company agrees to
         indemnify the Advisor and hold it harmless from and against any and all
         losses, claims, damages, liabilities and expenses including expense of
         litigation or preparation therefore, which may be asserted against the
         Advisor, its officers, directors and affiliates in connection with or
         arising out of this engagement, except for such losses, claims,
         damages, liabilities and expenses arising out of this engagement, and
         arising solely as a result of the negligence or misconduct of the
         Advisor. The Company agrees that neither the Advisor nor any of its
         affiliates, employees, agents, shareholders or directors shall have any
         liability (whether in contract or tort or otherwise) except to the
         extent that such liability arises solely by reason of the negligence or
         misconduct of the Advisor. The foregoing indemnity shall survive the
         completion of the services contemplated herein.

         B. All other provisions of the Agreement, not specifically addressed in
Section A above, shall remain in full force and effect.

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         IN WITNESS WHEREOF, the parties hereto have hereunto affixed their
signatures as of this 13 day of June, 2001.


                                        FANZ ENTERPRISES, INC.


                                        By: /s/ Frederick L. McDonald, II
                                           -------------------------------------
                                           Frederick L. McDonald, II
                                           President


                                        STILLWATER CAPITAL ADVISORS, LLC


                                        By: /s/ Robert L. Farmer
                                           -------------------------------------
                                           Robert L. Farmer
                                           Member