EXHIBIT 10(b)

                                      NASD
                           SUBORDINATED LOAN AGREEMENT
                               FOR EQUITY CAPITAL

                                      SL-5

                               AGREEMENT BETWEEN:


                             Lender: SunAmerica Inc.
                                     (Name)
                              1 SunAmerica Center,
           1999 Avenue of the Stars, 38th Floor      (Street Address)
             Los Angeles            California           90067-6022
                (City)               (State)               (Zip)

                                       AND

                      Broker-Dealer: Capital Services Inc.
                                     (Name)
                                733 Third Avenue
                                (Street Address)
                            New York  New York 10017
                            (City)    (State)  (Zip)



NASD  ID  NO:  13158
Date  Filed:  February  4,  2000

     NASD  ________________
     Received  February  8,  2000
     NASD  Regulation,  Inc.
     District  10


                           SUBORDINATED LOAN AGREEMENT
                               FOR EQUITY CAPITAL

     AGREEMENT  DATED  February 4,2000 to be effective February 21, 2000 between
SunAmerica,  Inc.  (the  "Lender")  and  SunAmerica  Capital Services, Inc. (the
"Broker-Dealer").

     In  consideration  of  the  sum  of $6,000,000 and subject to the terms and
conditions  hereinafter  set  forth,  the  Broker-Dealer  promises to pay to the
Lender  or  assigns  on March 31, 2003 (the "Scheduled Maturity Date") (the last
day of the month at least three years from the effective date of this Agreement)
at  the  principal  office  of  the  Broker-Dealer  the  afore described sum and
interest  thereon  payable at the rate of 8.5% per annum from the effective date
of this Agreement, which date shall be the date so agreed upon by the Lender and
the  Broker-Dealer  unless  otherwise  determined by the National Association of
Securities  Dealers, Inc. (the "NASD")*.  This agreement shall not be considered
a  satisfactory  subordination  agreement  pursuant  to the provisions of 17 CFR
240.15c3-d unless and until the NASD has found the Agreement acceptable and such
Agreement  has  become  effective  in  the  form  found  acceptable.

     The cash proceeds covered by this Agreement shall be used and dealt with by
the  Broker-Dealer  as  part of its capital and shall be subject to the risks of
the  business.  The  Broker-Dealer  shall  have  the  right  to deposit any cash
proceeds of the Subordinated Loan Agreement in an account or accounts in its own
name  in  any  bank  or  trust  company.

     The  Lender  irrevocably  agrees  that the obligations of the Broker-Dealer
under this Agreement with respect to the payment of principal and interest shall
be  and are subordinate in right of payment and subject to the prior payments or
provision  for  payment  in  full  of all claims of all other present and future
creditors  of the Broker-Dealer arising out of any matter occurring prior to the
date  on  which  the  related  Payment  Obligation  (as  defined herein) matures
consistent  with the provisions of 17 CFR 240.15c3-1 and 240.15c3-1d, except for
claims  which are the subject of subordination agreements which rank on the same
priority  as  or  are junior to the claim of the Lender under such subordination
agreements.

I.     PERMISSIVE  PREPAYMENTS  (OPTIONAL)

     At  the  option  of the Broker-Dealer, but not at the option of the Lender,
payment  of  all  or any part of the "Payment Obligation" amount hereof prior to
the  maturity  date  may  be  made by the Broker-Dealer only upon receipt of the
prior  written  approval of the NASD, but in no event may any prepayment be made
before the expiration of one year from the date this Agreement Became effective.
No prepayment shall be made if, after giving effect thereto (and to all payments
for  Payment  Obligations  under  any  other  subordination  agreements  then
outstanding,  the  maturity of which are scheduled to fall due either within six
months  after the date such prepayment is to occur or on or prior to the date on
which  the  Payment  Obligation hereof is scheduled to mature, whichever date is
earlier),  without  reference  to  any  projected  profit  or  loss  of  the
Broker-Dealer,  either  aggregate indebtedness of the Broker-Dealer would exceed
1000 percent of its net capital or such lesser percent as may be made applicable
to  the Broker-Dealer   from   time   to   time   by   a   governmental   agency
or

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<PAGE>
self-regulatory  body  having  appropriate authority, or if the Broker-Dealer is
operating pursuant to paragraph (a)(1)(ii) of 17 CFR 240.15c3-1, its net capital
would  be less than five percent of aggregate debit items computed in accordance
with  17  CFR  240.15c3-3a, or if registered as a futures commission merchant, 7
percent  of  the  funds  required  to  be  segregated  pursuant to the Commodity
Exchange  Act and the regulations thereunder (less the market value of commodity
options  purchased  by option customers on or subject to the rules of a contract
market,  provided,  however,  the  deduction  for  each option customer shall be
limited  to  the amount of customer funds in such option customer's account), if
greater, or its net capital would be less than 120 percent of the minimum dollar
amount  required  by  17  CFR  240.15c3-1  including  paragraph  (a)(1)(ii),  if
applicable,  or  such  greater  dollar  amount  as may be made applicable to the
Broker-Dealer by the NASD, or governmental agency or self-regulatory body having
appropriate  authority.

*  Interest  to  be  paid  quarterly  from the effective date of this Agreement.

II.     SUSPENDED  REPAYMENTS

     (a)     The  Payment Obligation of the Broker-Dealer shall be suspended and
shall  not  mature  if  after  giving  effect to such payment (together with the
payment  of  any  Payment  Obligation,  of  the  Broker-Dealer  under  any other
subordination  agreement  scheduled  to  mature  on  or  before  such  Payment
Obligation)  the  aggregate  indebtedness of the Broker-Dealer would exceed 1200
percent  of  its net capital or such lesser percent as may be made applicable to
the  Broker-Dealer  from  time  to time by the NASD, or a governmental agency or
self-regulatory  body  having  appropriate authority, or if the Broker-Dealer is
operating  pursuant to paragraph (f) of 17 CFR 240.15c3-1, its net capital would
be  less  than 5 percent of aggregate debit items computed in accordance with 17
CFR 240.15c3-3a, or if registered as a futures commission merchant, 6 percent of
the  funds  required to be segregated pursuant to the Commodity Exchange Act and
the  regulations  thereunder,  (less  the  market  value  of  commodity  options
purchased  by  option customers on or subject to the rules of a contract market,
provided,  however,  the  deduction for each option customer shall be limited to
the  amount of customer funds in such option customer's account), if greater, or
its  net  capital  would  be  less than 120 percent of the minimum dollar amount
required  by 17 CFR 240.15c3-1 including paragraph (a)(1)(ii), if applicable, or
such greater dollar amount as may be made applicable to the Broker-Dealer by the
NASD,  or  a  governmental  agency  or  self-regulatory  body having appropriate
authority.

III.     NOTICE  OF  MATURITY

     The Broker-Dealer shall immediately notify the NASD if, after giving effect
to  all  payments  of  Payment  Obligations  under subordination agreements then
outstanding  which are then due or mature within six months without reference to
any  projected  profit  or  loss  of  the  Broker-Dealer,  either  the aggregate
indebtedness  of the Broker-Dealer would exceed 1200 percent of its net capital,
or  in the case of a Broker-Dealer operating pursuant to paragraph (a)(1)(ii) of
17  CFR  240.15c3-1,  its  net capital would be less than 5 percent of aggregate
debit  items computed in accordance with 17 CFR 240.15c3-3a, or if registered as
a  futures  commission merchant 6 percent of the funds required to be segregated
pursuant  to  the  Commodity Exchange Act and  the regulations thereunder, (less
the  market  value  of  commodity  options

                                        3
<PAGE>
purchased  by  option customers on or subject to the rules of a contract market,
provided,  however,  the  deduction for each option customer shall be limited to
the amount of customer funds in such option customer's account,) if greater, and
in either case, if its net capital would be less than 120 percent of the minimum
dollar  amount  required by 17 CFR 240.15c3-1 including paragraph (a)(1)(ii), if
applicable,  or  such  greater  dollar  amount  as may be made applicable to the
Broker-Dealer  by  the  NASD,  or  a governmental agency or self-regulatory body
having  appropriate  authority.

IV.   BROKER-DEALERS  CARRYING  THE  ACCOUNTS  OF
      SPECIALISTS  AND  MARKET  MAKERS  IN  LISTED  OPTIONS

     A  Broker-Dealer  who guarantees, endorses, carries or clears specialist or
market-maker transactions in options listed on a national securities exchange or
facility  of  a  national  securities  association shall not permit a reduction,
prepayment,  or  repayment  of  the  unpaid principal amount if the effect would
cause  the equity required in such specialist or market-maker accounts to exceed
1000  percent  of the Broker-Dealer's net capital or such percent as may be made
applicable to the Broker-Dealer from time to time by the NASD, or a governmental
agency  or  self-regulatory  body  having  appropriate  authority.

V.   LIMITATION  ON  WITHDRAWAL  OF  EQUITY  CAPITAL

     The  proceeds covered by this Agreement shall in all respects be subject to
the provisions of paragraph (e) of 17 CFR 240.15c3-1. Pursuant thereto no equity
capital  of the Broker-Dealer or a subsidiary or affiliate consolidated pursuant
to 17 CFR 240.15c3-1c, whether in the form of capital contributions by partners,
par or stated value of capital stock, paid-in capital in excess of par, retained
earnings  or other capital accounts, may be withdrawn by action of a stockholder
or  partner,  or  by  redemption  or repurchase of shares of stock by any of the
consolidated  entities  or  through  the  payment  of  dividends  or any similar
distribution,  nor  may  any unsecured advance or loan be made to a stockholder,
partner, sole proprietor, or employee if, after giving effect thereto and to any
other  such  withdrawals,  advances  or  loans  and  any  payments  of  Payment
Obligations  under  satisfactory subordination agreements which are scheduled to
occur  within  six  months following such withdrawals, advances or loans, either
aggregate  indebtedness of any of the consolidated entities exceeds 1000 percent
of  its  net  capital,  or  in the case of a Broker-Dealer operating pursuant to
paragraph  (a)(1)(ii) of 17 CFR 240.15c3-1, its net capital would be less than 5
percent of aggregate debit items computed in accordance with 17 CFR 240.15c3-3a,
or  if  registered  as  a  futures  commission  merchant, 7 percent of the funds
required  to  be  segregated  pursuant  to  the  Commodity Exchange Act, and the
regulations  thereunder (less the market value of commodity options purchased by
option  customers  on  or  subject  to the rules of a contract market, provided,
however,  the  deduction for each option customer shall be limited to the amount
of  customer funds in such option customer's account), if greater, and in either
case,  if  its  net capital would be less than 120 percent of the minimum dollar
amount  required  by  17  CFR  240.15c3-1  including  paragraph  (a)(1)(ii),  if
applicable,  or  such  greater  dollar  amount  as may be made applicable to the
Broker-Dealer  by  the  NASD,  or  a governmental agency or self-regulatory body
having  appropriate  authority;  or  should the Broker-Dealer be included within
such  consolidation,  if  the  total  outstanding  principal  amounts  of
satisfactory  subordination  agreements  of  the  Broker-

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<PAGE>
Dealer  (other  than such agreements which qualify as equity under paragraph (d)
of  17 CFR 240.15c3-1) would exceed 70 percent of its debt/equity total, as this
term is defined in paragraph (d) of 17 CFR 240.15c3-1, for a period in excess of
90  days, or for such longer period which the Commission may upon application of
the  Broker-Dealer  grant  in  the  public  interest  or  for  the protection of
investors.

VI.   BROKER-DEALERS  REGISTERED  WITH  CFTC

     If  the  Broker-Dealer  is  a  futures  commission merchant or introductory
broker  as  that term is defined in the Commodity Exchange Act, the Organization
agrees,  consistent  with the requirements of Section 1.17(h) of the regulations
of  the  CFTC  (17  CFR  1.17(h)),  that:

     (a)  Whenever  prior  written  notice  by  the Broker-Dealer to the NASD is
required  pursuant  to  the provisions of this Agreement, the same prior written
notice  shall  be  given  by  the Broker-Dealer to (i) the CFTC at its principal
office  in  Washington, D.C., attention Chief Account of Division of Trading and
Markets,  and/or  (ii)  the  commodity  exchange  of which the Organization is a
member and which is then designated by the CFTC as the Organization's designated
self-regulatory  organization  (the  "DSRO");

     (b)  Whenever  prior written consent, permission or approval of the NASD is
required  pursuant  to the provisions of this Agreement, the Broker-Dealer shall
also obtain the prior written consent, permission or approval of the CFTC and/or
of  the  DSRO.

     (c)  Whenever  the Broker-Dealer receives written notice of acceleration of
maturity  pursuant  to the provisions of this Agreement, the Broker-Dealer shall
promptly  give  written  notice  thereof to the CFTC at the address above stated
and/or  to  the  DSRO.

VII.   GENERAL

     In  the  event  of  the  appointment  of  a  receiver  or  trustee  of  the
Broker-Dealer  or  in  the  event of its insolvency, liquidation pursuant to the
Securities  Investor Protection Act of 1970 or otherwise, bankruptcy, assignment
for  the  benefit  of  creditors,  reorganizations  whether  or  not pursuant to
bankruptcy  laws,  or  any other marshaling of the assets and liabilities of the
Broker-Dealer, the Payment Obligation of the Broker-Dealer shall mature, and the
holder  hereof  shall  not  be  entitled  to  participate  or  share, ratably or
otherwise,  in  the  distribution  of  the assets of the Broker-Dealer until all
claims  of  all  other  present and future creditors of the Broker-Dealer, whose
claims  are  senior  hereto,  have  been  fully  satisfied.

     This Agreement shall not be subject to cancellation by either the Lender or
the  Broker-Dealer,  and no payment shall be made, nor the Agreement terminated,
rescinded or modified by mutual consent or otherwise if the effect thereof would
be  inconsistent  with  the  requirements  of  17 CFR 240.15c3-1 and 240.15c3-d.

     The Agreement may not be transferred, sold, assigned, pledged, or otherwise
encumbered  or  otherwise disposed of, and no lien, charge, or other encumbrance
may  be  created  or  permitted  to  be  created  thereof  without  the

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<PAGE>
prior  written  consent  of  the  NASD.

     The  Lender  irrevocably agrees that the loan evidenced hereby is not being
made in reliance upon the standing of the Broker-Dealer as a member organization
of  the  NASD  or  upon  the  NASD surveillance of the Broker-Dealer's financial
position  or  its  compliance  with the By-laws, rule and practices of the NASD.
The  Lender  has  made such investigation of the Broker-Dealer and its partners,
officers,  directors,  and  stockholders  as  the  Lender  deems  necessary  and
appropriate  under  the  circumstances.

     The  Lender  is  not  relying  upon  the  NASD  to  provide any information
concerning  or  relating  to  the  Broker-Dealer and agrees that the NASD has no
responsibility  to disclose to the Lender any information concerning or relating
to  the  Broker-Dealer  which  it  may  now,  or  at  any  future  time,  have.

     The  term  "Broker-Dealer,"  as  used  in this Agreement, shall include the
Broker-Dealer,  its  heirs,  executors,  administrators, successors and assigns.

     The  term "Payment Obligation" shall mean the obligation of the Borrower to
repay  cash  loaned  to  it  pursuant  to  this  Subordinated  Loan  Agreement.

     The  provisions  of  this Agreement shall be binding upon the Broker-Dealer
and  the  Lender,  and  their  respective  heirs,  executors,  administrators,
successors,  and  assigns.

     Any  controversy  arising  out  of  or  relating  to  this Agreement may be
submitted to and settled by arbitration pursuant to the By-Laws and rules of the
NASD.  The  Broker-Dealer  and  the  Lender  shall be conclusively bound by such
arbitration.

     This instrument embodies the entire agreement between the Broker-Dealer and
the  Lender and no other evidence of such agreement has been or will be executed
without  prior  written  consent  of  the  NASD.

     This  Agreement  shall  be  deemed  to  have  been made under, and shall be
governed  by,  the  laws  of  the  State  of  California  in  all  respects.


                                        6

<PAGE>
     IN  WITNESS  WHEREOF the parties have set their hands and seal this 4th day
of  February,  2000.



SunAmerica  Capital  Services,  Inc.
Broker-Dealer
(SEAL)




By:  /s/  Debbi  Potash-Turner
Title:    Chief  Financial  Officer




SunAmerica  Inc.
Lender
(SEAL)




By:  /s/  James  R.  Belardi
Title     Executive  Vice  President


FOR  NASD  USE  ONLY



ACCEPTED  BY:  /s/  Gerald  Dougherty
Name
Assistant  Director
Title



EFFECTIVE  DATE:  February  21,  2000
LOAN  NUMBER:  10-E-SLA-11151


                                        7

<PAGE>
                           SUBORDINATED LOAN AGREEMENT
                                LOAN ATTESTATION

     It  is  recommended  that you discuss the merits of this investment with an
attorney,  accountant  or  some other person who has knowledge and experience in
financial  and  business  matters  prior  to  executing  this  Agreement.

     1.     I have received and reviewed NASD Form SLD, which is a reprint of 17
CFR  240.15c3-1,  and  am  familiar  with  its  provisions.

     2.     I  am  aware  that the funds or securities subject to this Agreement
are  not  covered  by  the  Securities  Investor  Protection  Act  of  1970.

     3.     I  understand that I will be furnished financial statements pursuant
to  SEC  Rule  17a-5(c).

     4.     On  the  date  this  Agreement  was  entered into, the Broker-Dealer
carried  funds  or  securities  for  my  account.  (State  Yes  or  No)  No.

     5.     Lender's  business  relationship to the Broker-Dealer is:  Lender is
an intermediate holding company of Broker-Dealer and continuously to monitor the
fiscal  status  and  reports  of  the  Broker-Dealer.

     6.     If  the  a  partner  or  stockholder  is not actively engaged in the
business  of  the  Broker-Dealer,  acknowledge  receipt  of  the  following:

     (a)     Certified  audit and accountant's certificate dated ______________.

     (b)     Disclosure  of financial and/or operational problems since the last
certified  audit  which  required  reporting pursuant to SEC Rule 17a-11. (If no
such  reporting  was  required,  state  "none")  ________________________.

     (c)     Balance  sheet  and  statement  of  ownership  equity  dated
_________________________________________.

     (d)     Most  recent  computation of net capital and aggregate indebtedness
or  aggregate  debit  items dated _________________, reflecting a net capital of
$________________  and  a  ratio  of  _______________.

     (e)     Debt/equity  ratio  as  of  ______________  of  ________________.

     (f)     Other  disclosures:  __________________________

Dated:  February  4,  1999


                                    SunAmerica  Inc.
                                    Lender


                                    By:  /s/  James  R.  Belardi
                                    Title:    Executive  Vice  President


                                        8

<PAGE>
                            CERTIFICATE OF SECRETARY

     I,  Susan  L. Harris, the duly appointed, qualified and acting Secretary of
SunAmerica  Inc.,  a Delaware corporation (the "Corporation"), do hereby certify
that the following is a true and correct copy of the resolutions duly adopted by
the  Executive Committee of the Board of Directors of the Corporation, effective
March 10, 1999, and that such resolutions are in full force and effect as of the
date  hereof:

     WHEREAS,  this  Corporation,  from  time  to  time, reviews the net capital
infusion  needs  of  its  wholly-owned  subsidiaries  which  are  broker-dealers
registered  with  the  Securities  and  Exchange  Commission  and members of the
National  Association  of Securities Dealers, Inc., including SunAmerica Capital
Services,  Inc.,  Advantage Capital Corporation, SunAmerica Securities, Inc. and
Royal  Alliance  Associates,  Inc.,  and  in  conjunction  with such review, has
provided  subordinated  loans to such subsidiaries pursuant to Subordinated Loan
Agreements  for  Equity  Capital;

     WHEREAS, it is in the best interests of this Corporation to provide blanket
authorization  for  such  subordinated  loan  transactions;

     NOW,  THEREFORE,  BE  IT RESOLVED that the Chairman, any Vice Chairman, any
Executive  Vice  President, or the Treasurer (the "Designated Officers"), acting
alone,  be,  and  each  hereby is authorized to effect subordinated loans to the
wholly-owned  broker-dealer  subsidiaries  of  the  Corporation, in an aggregate
principal amount not to exceed Fifty Million Dollars ($50,000,000), and to make,
execute  and  deliver  such  loan agreements and other documents evidencing such
loans,  including  any Subordinated Loan Agreement for Equity Capital, as deemed
necessary  or  appropriate;

     RESOLVED FURTHER that each of the Designated Officers are hereby authorized
to  make  such  changes  in  the  terms and conditions of such Subordinated Loan
Agreements  as  may  be necessary to conform to the requirements of Title 17 CFR
Section  240.15c  3-1d  and  the rules of the National Association of Securities
Dealers;  and

     RESOLVED  FURTHER  that the Executive Committee hereby ratifies any and all
action  that  may  have  been  taken  by  the  officers  of  this Corporation in
connection  with  the  foregoing resolutions and authorizes the officers of this
Corporation  to  take  any  and  all  such  further  actions  as  may  be deemed
appropriate  to  reflect  these resolutions and to carry out their tenor, effect
and  intent.

IN  WITNESS  WHEREOF,  the undersigned has executed this Certificate and affixed
the  seal  of  this  corporation  this  4th  day  of  February,  2000.

                                    /s/  Susan  L.  Harris



                                    SUSAN  L.  HARRIS
[SEAL]




                                        9

<PAGE>
                              OFFICER'S CERTIFICATE

     I,  James  R.  Belardi,  Executive  Vice  President  of  SunAmerica Inc., a
Delaware corporation (this "Corporation"), do hereby certify that the $6,000,000
subordinated loan made by this Corporation to SunAmerica Capital Services, Inc.,
effective February 21, 2000 does not cause the aggregate principal amount of all
outstanding  loans made by this Corporation to its broker-dealer subsidiaries to
exceed  $50  million.


Dated:  February  4,  2000


                                    /s/James  R.  Belardi




                                    JAMES  R.  BELARDI
                                    Executive  Vice  President


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