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                                                         Exhibit No. 10(viii)(b)

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

         This Second Amendment to the Stillwater Capital Advisors, LLC
Engagement Letter with FanZ Enterprises, Inc. (this "Amendment"), dated July 19,
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");

         WHEREAS, the Company and the Advisor entered into a First Amendment to
the Agreement dated June 13, 2001 (the "First Amendment"); and

         WHEREAS, the Company has been requested by the administrators of
various state securities agencies to further 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 3 of the Agreement shall be revised, and hereby is amended
to read, as follows:

                  3.       The Advisor shall receive from the Company or its
                           successors, a cash Advisory Fee equal to Five Hundred
                           Thousand Dollars ($500,000). The Advisory Fee shall
                           be payable by the Company at such time as the Company
                           recognizes a positive cash flow. This Agreement, once
                           effective, may be terminated by the Company providing
                           thirty (30) days prior written notice to the Advisor
                           of its election of termination.

         B. All other provisions of the Agreement, not specifically addressed in
Section A above or in the First Amendment, 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 19 day of July, 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