EXHIBIT 10(b)NASDREGULATIONAn NASD Company
      June 12, 2001
      
      Ms. Debbie Potash - TurnerSunAmerica Capital Services, Inc.733 Third
      Avenue, 3rd FloorNew York, New York
      10017-3204  Re:
    Subordinated Loan AgreementExtension of Maturity DateType:
    EquityControl #:
    10-E-SLA-10761Lender:
    SunAmerica Inc.Current Maturity Date:
    July 30, 2002  Dear Ms. Potash - Turner:
      
      The amendment extending the maturity date of the above
      referenced agreement from July 30, 2002 to July 30, 2003 is accepted by
      the National Association of Securities Dealers, Inc.
      
      It is important to note that the limitations required by
      paragraph I, which covers Permissive Prepayments, will run from the
      effective date of the original agreement, not from the date of this
      amendment.
      
      If you have any questions regarding this Agreement or our
      acceptance thereof, please contact this office.
      
      Very truly yours,
      
      
      /s/ Gerald Dougherty
      
      Gerald DoughertyAssistant
      Director
      GD: jr
      
      Cc: Patricia MacGeorge
      
      NASD Regulation, Inc.,  District 10 One
      Liberty Plaza,  New York, NY 10006  (212) 858 - 4000 
  **NASDSUBORDINATED AGREEMENTAMENDMENT EXTENDING
      MATURITY DATE**
      **SL-A**
      **AGREEMENT
BETWEEN:**
      
      **Lender: SunAmerica
      Inc.**
      1 SunAmerica Center, 1999
      Avenue of the Stars, 38th
      Floor(Street Address)
      Los Angeles
                   
         California
                 
         90067-6002(City)             
                
      (State)          
                 (Zip)
      AND
      **Broker-Dealer: SunAmerica Capital
      Services, Inc.**
      733 Third Avenue, 3rd
      Floor(Street Address)
      NewYork               
       New
      York                   
      10017(City)         
                 
        (State)           
                (Zip)
      
      NASD ID Number: 13158DATE FILED:
      June 28, 2001
      JUL 0 2 2001
  -1-
  **SUBORDINATED LOAN
      AGREEMENTAMENDMENT EXTENDING THE MATURITY
      DATE**
      This
      **Amendment No. 2** of that certain NASD Subordinated Loan
      Agreement for Equity Capital SL-5 by and between SunAmerica Inc. (the
      "Lender") and SunAmerica Capital Services, Inc. (the "Broker-Dealer")
      effective as of June 30, 1998 ("Subordinated Loan Agreement") and amendment
      thereto dated as of May 22, 2000 ("Amendment No. 1") is dated as of June
      5, 2001 ("Amendment No. 2").
      In
      consideration of the sum of **$3,500,000** (the unpaid
      principal amount) and subject to the terms and conditions set forth in the
      Subordinated Loan Agreement approved by the National Association of
      Securities Dealers, Inc. ("NASD"), as amended by Amendment No. 1,
      scheduled to mature on July 30, 2002 bearing 
      **Loan Number 10-E-SLA-10761**, the Broker-Dealer and the
      Lender agree to extend the maturity date until **July 30, 2003**. This
      Amendment No. 2 shall not become effective unless and until the NASD has
      found Amendment No. 2 acceptable.
      The
      interest rate set forth in the Subordinated Loan Agreement, as amended
      by Amendment No. 1, is changed from 9.5% to 7.0% per annum effective as of
      July 31, 2002.
      
      
      (The signature page
      follows.)
  -2-
  IN WITNESS
      WHEREOF the parties have set their hands and seal this 5th day of June,
      2001.  **BROKER-DEALER:        
         
                                                                                  
       SUNAMERICA CAPITAL SERVICES, INC.**
      
      [Seal]
      By: /s/ Debbie Potash
      Turner                                                                                                                             
             Name: Debbie Potash
      Turner                                                                                                                             

             Title: Chief Financial Officer
      
      
      **LENDER:       
                                                                                               
                  SUNAMERICA
      INC.**
      [Seal]
      By: /s/ James R.
      Belardi                                                                                                                             
              Name: James R.
      Belardi                                                                                                                            
               Title: Executive Vice President
      FOR NASD USE ONLY
      ACCEPTED BY:      /s/ Gerald
      Dougherty                                                                                                                                             
      (Name)
      **Assistant
      Director**                                                                                                                                            
       (Title)
      
      EFFECTIVE DATE:  JUL 30 2002
      
      LOAN NUMBER: 
10-E-SLA-10761
  -3-
  **SUBORDINATED LOAN
      AGREEMENTLENDER'S 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 a copy of Appendix
      D of 17 CFR 240.15c3-l, 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 monitors fiscal status and reports of
      Broker-Dealer.6.
    If the 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 ratio of
      ___________.e.
    Debt/equity as of _____________ of
      ____________.
  -1-
  f.
    Other disclosures: 
      ______________________ .
 Dated: June 5, 2001 
                                                                                               
      **SUNAMERICA INC. 
      (Lender)**          
      [Seal]By:
      /s/ James R.
      Belardi                                                                                                                                                                                                    
               Name: James R.
      Belardi                                                                                                                             
             Title: Executive Vice President
  -2-
  **OFFICER'S
      CERTIFICATE**
      I,
      James R. Belardi, Executive Vice President of SunAmerica Inc., a Delaware
      corporation (this "Corporation"), do hereby certify that the
      **$3,500,000** subordinated loan made by this Corporation to
      SunAmerica Capital Services, Inc., amended to mature on July 30, 2003,
      does not cause the aggregate principal amount of all outstanding loans
      made by this Corporation to its broker-dealer subsidiaries to exceed $75
      million.
      
      Dated: June 5, 2001 
                                                                                                 /s/
      James R.
      Belardi                                                                                                                        
            James R. Belardi, Executive Vice
      President                         [Seal]
  
  **SUNAMERICA INC.**
      **CERTIFICATE OF ASSISTANT
      SECRETARY**
      I, the undersigned, the duly
      elected, qualified and acting Assistant Secretary of SunAmerica Inc., a
      Delaware corporation (the "Corporation"), do hereby certify that the
      following resolutions were adopted by unanimous written consent by the
      Executive Committee of the Board of Directors of the Corporation on the
      16th day of March 2000, and that said resolutions are in full force and
      effect as of the date hereof:
      **Blanket Authorization of
      Subordinated Loan Agreements for Equity
  Capital** WHEREAS,
      this Corporation, from time to time, reviews the net capital infusion
      needs of its wholly-owned broker-dealer subsidiaries, registered with the
      Securities and Exchange Commission and members of the National Association
      of Securities Dealers, Inc., which include, but not limited to, SunAmerica
      Capital Services, Inc., Advantage Capital Corporation, SunAmerica
      Securities, Inc., Royal Alliance Associates, Inc., Sentra Securities
      Corporation, Spelman & Co., Inc. and FSC Securities Corporation, and
      in conjunction with such review intends to provide 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, which
      authorization shall supercede any prior authorization;
      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 Seventy-five Million
      Dollars ($75,000,000), and such authority shall supercede any prior
      authorization; 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 §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 the Corporation this 15th day of June, 2001.
      /s/ Lawrence M.
      GoldmanLawrence M. GoldmanAssistant
      Secretary
      
      (Corporate Seal)