SECOND AMENDMENT TO LOAN AGREEMENT

         THIS SECOND AMENDMENT TO LOAN AGREEMENT (this  "Amendment") is made and
entered  into  this  28th  day of  September,  1999,  by and  between  INTERLOTT
TECHNOLOGIES, INC., a Delaware corporation ("Borrower"), and MERCANTILE BUSINESS
CREDIT INC., a Missouri corporation ("Lender").
                                   WITNESSETH:

     WHEREAS, Borrower and Lender have heretofore entered into that certain Loan
Agreement  dated October 29, 1997, as amended by that certain First Amendment to
Loan  Agreement  dated  as of  October  29.  1998  (as  so  amended,  the  "Loan
Agreement";  all  capitalized  terms  used  and not  otherwise  defined  in this
Amendment  shall  have  the  respective  meanings  ascribed  to them in the Loan
Agreement as amended by this Amendment); and

     WHEREAS,  Borrower  and Lender  desire to amend the Loan  Agreement  in the
manner hereinafter set forth;

     NOW,  THEREFORE,  in  consideration  of the premises and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, Borrower and Lender hereby agree as follows:

          1.  The  definitions  of  "Eligible  Lease  Payments"  and  "Lender's
 Revolving  Credit  Commitment"  set forth in Section 1.01 of the Loan Agreement
 hereby are amended in their entirety to read as follows, respectively:

                   Eligible  Lease  Payments  shall mean,  with  respect to each
          Eligible  Lease,  as of any date,  the  aggregate  minimum base rental
          payments  (excluding any percentage  rental payments) due or to become
          due under such Eligible Lease for instant  lottery  vending  machines,
          prepaid phone card  dispensing  machines  and/or smart card dispensing
          machines  delivered  to and  accepted  by  the  lessee(s)  under  such
          Eligible  Lease on or prior to such date during the shorter of (a) the
          period  commencing  on such date and ending  twenty-four  (24)  months
          thereafter  and (b) the  remaining  term  of  such  Lease  (determined
          without giving effect to any renewal or extension terms exercisable at
          the  option of the  lessee(s)  which have not been  exercised  by such
          lessee(s)).

                            Lender's  Revolving Credit Commitment shall mean the
sum of $25,000,000.00.

          2. Section  2.01(b) of the  Loan  Agreement  hereby is  deleted in its
entirety and the following  substituted in lieu thereof:

               (b)  For purposes of this Agreement,  the "Borrowing  Base" shall
                    mean the sum of:

                            (i) (A)  Eighty-Five  Percent  (85%)  if the Rate of
                   Dilution of Borrower's Accounts is less than or equal to Five
                   Percent  (5%),  (B)  Eighty  Percent  (80%)  if the  Rate  of
                   Dilution of Borrower's  Accounts is greater than Five Percent
                   (5%) but  less  than or equal  to  Eight  Percent  (8%),  (C)
                   Seventy-Five  Percent  (75%)  if  the  Rate  of  Dilution  of
                   Borrower's  Accounts is greater  than Eight  Percent (8%) but
                   less  than  or  equal  to  Ten  Percent  (10%)  or  (D)  such
                   percentage  as Lender may  determine in its sole and absolute
                   discretion if the Rate of Dilution of Borrower's  Accounts is
                   greater  than Ten  Percent  (10%),  of the face amount of all
                   then  existing  Eligible  Accounts  (less  maximum discounts,





<PAGE>


                    credits and  allowances  which may be taken by or granted to
                    Account Debtors in connection  therewith and/or  adjustments
                    for reserves and allowances deemed  appropriate by Lender in
                    its good faith  discretion  exercised in accordance with its
                    customary   business   practices   and  in  a   commercially
                    reasonable  manner to  protect  Lender  with  respect to the
                    repayment of the Borrower's Obligations); plus
                            (ii) the  lesser of (A) Fifty  Percent  (50%) of the
                   Eligible  Inventory of Borrower,  valued at the lower of cost
                   or market in accordance with GAAP or (B) $2,500,000.00; plus
                            (iii)  (A)  From the  date of this  Agreement  until
                   September 13, 1999, Sixty-Five Percent (65%) and (B) from and
                   after  September  13, 1999,  Seventy  Percent  (70%),  of the
                   aggregate  amount of all Eligible Lease Payments of Borrower;
                   provided,  however, that in no event may the aggregate amount
                   of all Eligible Lease Payments of Borrower which are due from
                   lessees  who are not the United  States of America or a state
                   of  the   United   States   or  a   department,   agency   or
                   instrumentality  of any of the  foregoing  exceed  the sum of
                   $500,000.00; plus
                           (iv) an amount  up to Seven  Hundred  Fifty  Thousand
                   Dollars   ($750,000.00)   during  the  period  commencing  on
                   September 13, 1999 and ending June 30, 2000 (the "Overadvance
                   Amount").

         3.  Exhibit  A to the  Loan  Agreement  (the  form of  Borrowing,  Base
Certificate)  referenced  in  Section  2.01(c) of the Loan  Agreement  hereby is
deleted in its entirety and Exhibit A attached to this Amendment  substituted in
lieu thereof.

          4.  Section  2.02(a)(iii) of the Loan  Agreement  hereby is deleted in
its entirety and the following  substituted in lieu thereof:

                            (iii) whether such Revolving  Credit Loan is to be a
                   Prime Loan or a LIBOR Loan; provided,  however, any Revolving
                   Credit Loan constituting an Overadvance  Amount under Section
                   2.01 (b) (iv) shall be a Prime Loan.

          5.  Section  2.03(a) of the Loan   Agreement  hereby is deleted in its
entirety and the following  substituted  in lieu thereof:

                           (a) the Revolving  Credit Loans of Lender to Borrower
                   shall be  evidenced  by an  Amended  and  Restated  Revolving
                   Credit Note dated September 13, 1999 and payable to the order
                   of Lender in the principal  amount of  $25,000,000.00,  which
                   Amended  and  Restated  Revolving  Credit  Note  shall  be in
                   substantially  the form of  Exhibit  B  attached  hereto  and
                   incorporated  herein by reference  (as the same may from time
                   to time be amended, modified,  extended, renewed or restated,
                   the "Revolving Credit Note")

          6. Exhibit B to the Loan  Agreement  hereby is deleted in its entirety
and Exhibit B attached to this Amendment substituted in lieu thereof.




<PAGE>


         7.  Section  2.05(x) of  the  Loan  Agreement  hereby is deleted in its
entirety and the following  substituted in lieu thereof:

                           2.05  Interest  Rates.  (a) So  long as no  Event  of
                   Default under this  Agreement has been declared by Lender and
                   is  continuing,  (i) each Prime Loan (other than a Prime Loan
                   constituting  all or part off the  Overadvance  Amount) shall
                   bear interest  prior to maturity at a rate per annum equal to
                   the Prime Rate  (fluctuating as and when the Prime Rate shall
                   change) and (ii) each Prime Loan  constituting all or part of
                   the Overadvance  Amount shall bear interest prior to maturity
                   at a rate per annum equal to  One-Half  of One Percent  (.5%)
                   over and above the Prime  Rate  (fluctuating  as and when the
                   Prime  Rate  shall  change).  So long as any Event of Default
                   under  this  Agreement  has been  declared  by Lender  and is
                   continuing,  (i) each  Prime  Loan  (other  than a Prime Loan
                   constituting  all or part of the  Overadvance  Amount)  shall
                   bear interest  prior to maturity at a rate per annum equal to
                   Four Percent (4%) over and above the Prime Rate  (fluctuating
                   as and when the Prime Rate shall  change) and (ii) each Prime
                   Loan constituting all or part of the Overadvance Amount shall
                   bear interest  prior to maturity at a rate per annum equal to
                   Four and One Half  Percent  (4.5%)  over and  above the Prime
                   Rate  (fluctuating  as and when the Prime Rate shall change).
                   Interest on Prime  Loans shall be payable  monthly in arrears
                   on the first (1st) day of each month, commencing on the first
                   such date after such Prime Loan is made,  and at the maturity
                   of  the   Revolving   Credit  Note,   whether  by  reason  of
                   acceleration or otherwise. From and after the maturity of the
                   Revolving  Credit Note,  whether by reason of acceleration or
                   otherwise,  (i) each  Prime  Loan  (other  than a Prime  Loan
                   constituting  all or part of the  Overadvance  Amount)  shall
                   bear  interest  payable  on demand  until  paid at a rate per
                   annum equal to Four Percent  (4(degree)/a) over and above the
                   Prime  Rate  (fluctuating  as and when the Prime  Rate  shall
                   change) and (ii) each Prime Loan  constituting all or part of
                   the Overadvance  Amount shall bear interest payable on demand
                   until  paid at a rate per  annum  equal to Four and  One-Half
                   Percent (4.5%) over and above the Prime Rate  (fluctuating as
                   and when the Prime Rate shall change).

          8.    New subsection (g) hereby is  added to  Section 2.08 of the Loan
Agreement immediately following subsection (f) as follows:

                           (g)   Borrower   hereby   agrees  to  pay   Lender  a
                   nonrefundable  commitment fee (the  "Commitment  Fee") at the
                   rate of One  Quarter of One  Percent  (1/4%) per annum on the
                   amount,   if  any,  by  which  the  Total  Revolving   Credit
                   Outstandings  is less than the amount of  Lender's  Revolving
                   Credit Commitment,  which Commitment Fee shall be computed on
                   a daily basis and shall be payable  monthly in arrears on the
                   first  (lst) day of each month  during the  Revolving  Credit
                   Period  commencing  September 1, 1999, and on the last day of
                   the Revolving  Credit  Period.  Said  Commitment Fee shall be
                   calculated on an actual day, 360-day year basis.

          9.    Borrower  hereby  agrees  to pay to  Lender on  the date  hereof
an  amendment fee  in  the  amount  of  Twelve  Thousand  Five  Hundred  Dollars
($12,500.00).

         10.  Borrower  hereby  agrees to  reimburse  Lender upon demand for all
out-of-pocket  costs and expenses  (including,  without  limitation,  reasonable
attorneys' fees and expenses) incurred by Lender in the preparation, negotiation
and  execution of this  Amendment and any and all other  agreements,  documents,
instruments and/or certificates relating to the amendment of Borrower's existing
credit facilities with Lender  (collectively,  the "Loan  Documents").  Borrower
further agrees to pay or reimburse







<PAGE>


 Lender for (a) any stamp or other  taxes  (excluding  income or gross  receipts
 taxes)  which may be payable with respect to the  execution,  delivery,  filing
 and/or  recording  of the Loan  Documents  and (b) the cost of any  filings and
 searches,  including,  without limitation,  Uniform Commercial Code filings and
 searches. All of the obligations of Borrower under this paragraph shall survive
 the  payment of the  Borrower's  Obligations  and the  termination  of the Loan
 Agreement.

          11. All references in the Loan  Agreement to "this  Agreement" and any
 other  references of similar import shall henceforth mean the Loan Agreement as
 amended by this Amendment.

          12. Except to the extent specifically  amended by this Amendment,  all
 of the terms, provisions, conditions, covenants, representations and warranties
 contained  in the Loan  Agreement  shall be and remain in full force and effect
 and the same are hereby ratified and confirmed.

          13. This  Amendment  shall be binding upon and inure to the benefit of
 Borrower and Lender and their  respective  successors and assigns,  except that
 Borrower may not assign,  transfer or delegate any of its rights or obligations
 under the Loan Agreement as amended by this Amendment.

          14.      Borrower hereby represents and warrants to Lender that:

                   (a) the  execution,  delivery and  performance by Borrower of
          this Amendment are within the corporate powers of Borrower,  have been
          duly  authorized  by all  necessary  corporate  action and  require no
          action by or in respect of,  consent of or filing or  recording  with,
          any governmental or regulatory  body,  agency or official or any other
          Person;

                   (b) the  execution,  delivery and  performance by Borrower of
          this  Amendment  do not  conflict  with,  or result in a breach of the
          terms,  conditions or provisions  of, or constitute a default under or
          result in any violation of, the terms of the  Certificate  or Articles
          of  Incorporation  or By-Laws of Borrower,  any applicable  law, rule,
          regulation,   order,  writ,   judgment  or  decree  of  any  court  or
          governmental or regulatory agency or instrumentality or any agreement,
          document  or  instrument  to  which  Borrower  is a party  or by which
          Borrower  or any of its  Property  or  assets  is  bound  or to  which
          Borrower or any of its Property or assets is subject;

                   (c) this  Amendment  has been duly  executed and delivered by
          Borrower and  constitutes the legal,  valid and binding  obligation of
          Borrower  enforceable  against  Borrower in accordance with its terms,
          except  as  such  enforceability  may be  limited  by  (i)  applicable
          bankruptcy,  insolvency or similar laws  affecting the  enforcement of
          creditors'  rights  generally  and (ii) general  principles  of equity
          (regardless  of  whether  such   enforceability  is  considered  in  a
          proceeding in equity or at law);

                   (d) all of the representations and warranties of Borrower set
          forth in the Loan  Agreement and the other  Transaction  Documents are
          true and  correct in all  material  respects  on and as of the date of
          this Amendment as if made on and as of the date of this Amendment; and

                   (e) as of the date of this Amendment,  no Default or Event of
          Default under or within the meaning of the Loan Agreement has occurred
          and is continuing.

          15.  In the  event  of any  inconsistency  or  conflict  between  this
 Amendment  and  the  Loan  Agreement,  the  terms,  provisions  and  conditions
 contained in this Amendment shall govern and control.







<PAGE>


                     16. This  Amendment  shall be governed by and  construed in
            accordance  with  the  substantive  laws of the  State  of  Missouri
            (without reference to conflict of law principles).

                     17. ORAL  AGREEMENTS OR COMMITMENTS  TO LOAN MONEY,  EXTEND
            CREDIT OR TO FORBEAR FROM ENFORCING  REPAYMENT OF A DEBT,  INCLUDING
            PROMISES  TO EXTEND OR RENEW  SUCH  DEBT,  ARE NOT  ENFORCEABLE.  TO
            PROTECT BORROWER AND LENDER FROM MISUNDERSTANDING OR DISAPPOINTMENT,
            ANY AGREEMENTS  REACHED BY BORROWER AND LENDER COVERING SUCH MATTERS
            ARE CONTAINED IN THE LOAN AGREEMENT AS AMENDED BY THIS AMENDMENT AND
            THE OTHER TRANSACTION DOCUMENTS,  WHICH LOAN AGREEMENT AS AMENDED BY
            THIS  AMENDMENT AND OTHER  TRANSACTION  DOCUMENTS ARE A COMPLETE AND
            EXCLUSIVE  STATEMENT OF THE AGREEMENTS  BETWEEN BORROWER AND LENDER,
            EXCEPT AS  BORROWER  AND LENDER MAY LATER AGREE IN WRITING TO MODIFY
            THEM.

                     18.   Notwithstanding   any  provision  contained  in  this
            Amendment to the  contrary,  this  Amendment  shall not be effective
            unless and until Lender shall have received:
                              (a) this Amendment, duly executed by Borrower;
                              (b) The Amended and Restated Revolving Credit Note
                     payable to the order of Lender in the  principal  amount of
                     up to $25,000,000.00, duly executed by Borrower; and

                              (c) a  Secretary's  Certificate  certifying  as to
                     duly  adopted  resolutions  of the  Board of  Directors  of
                     Borrower  which  authorize  the  execution,   delivery  and
                     performance  of this Amendment and containing an incumbency
                     certificate,  which  shall  identify  by name and title and
                     bear the  signatures  of all of the  officers  of  Borrower
                     executing this Amendment.

                     IN WITNESS WHEREOF,  Borrower and Lender have executed this
            Second  Amendment  to Loan  Agreement as of the date first set forth
            above.



                                                INTERLOTT TECHNOLOGIES, INC.



                                                By:  /s/David F. Nichols
                                                Title:  President and CEO



                                                MERCANTILE BUSINESS CREDIT INC.


                                                By:  /s/Dennis W. Blazer
                                                Title:  CFO


<PAGE>





                                    EXHIBIT A

                           BORROWING BASE CERTIFICATE

     This Borrowing Base Certificate is delivered pursuant to Section 2.01(c) of
that certain Loan  Agreement  dated  October 29,  1997,  by and among  Interlott
Technologies,  Inc. ("Borrower") and Mercantile Business Credit Inc. ("Lender"),
as the same may from time to time be  amended,  modified,  extended,  renewed or
restated (the "Loan  Agreement").  All capitalized  terms used and not otherwise
defined herein shall have the respective  meanings  ascribed to them in the Loan
Agreement.

     Borrower  hereby  represents  and  warrants  to Lender  that the  following
information is true and correct as of , 19__

1.       85% of face amount of Eligible Accounts of Borrower     $
                                                                  -------------
2.       50% of Eligible Inventory of Borrower, valued in
         accordance with GAAP                                    $
                                                                  -------------

3.       Inventory Sub limit                                     $2,500,000.00

4.       Inventory Availability (Lesser of Item 2 or Item 3)     $
                                                                  -------------
5.       70% of Eligible Lease Payments                          $
                                                                  -------------

6.       Overadvance Amount (limit $750,000)                     $25,000,000.00

7.       Borrowing Base (Sum of Item 1 plus Item 4 plus Item 5
         plus Item 6)                                            $
                                                                  -------------
8.       Lender's Revolving Credit Commitment                    $
                                                                  -------------

9.       Borrower's Maximum Availability (Lesser of Item 7 or
         Item 8)                                                 $
                                                                  -------------
10.      Aggregate principal amount of outstanding Revolving
         Credit Loans                                            $
                                                                  -------------

11.      Aggregate undrawn face amount of outstanding Letters
         of Credit                                               $
                                                                  -------------

12.      Total Outstandings [Sum of Item 10 pl Item 11]          $
                                                                  -------------

13.      Borrowing Availability Excess (Deficit) [Item 9 minus
         Item 12] (Negative amount represents mandatory
         repayment)                                              $
                                                                  -------------



<PAGE>


     If Item 13  above is  negative,  this  Certificate  is  accompanied  by the
mandatory repayment required by Section 2.01(d) of the Loan Agreement.

     This Borrowing Base Certificate is dated the                  day
of                , 19




                                           INTERLOTT TECHNOLOGIES, INC.




                                           By
                                           Title:




<PAGE>


                                    EXHIBIT B

                              AMENDED AND RESTATED
                              REVOLVING CREDIT NOTE

 $25,000,000.00                                              St. Louis, Missouri
                                                             September 28, 1999

          FOR VALUE  RECEIVED,  on the last day of the Revolving  Credit Period,
 the  undersigned,   INTERLOTT   TECHNOLOGIES,   INC.,  a  Delaware  corporation
 ("Borrower"), hereby promises to pay to the order of MERCANTILE BUSINESS CREDIT
 INC., a Missouri  corporation  ("Lender"),  the  principal  sum of  Twenty-Five
 Million Dollars ($25,000,000.00), or such lesser sum as may then constitute the
 aggregate  unpaid principal amount of all Revolving Credit Loans made by Lender
 to Borrower  pursuant to the Loan  Agreement  referred to below.  The aggregate
 principal  amount of Revolving  Credit Loans which Lender shall be committed to
 have outstanding  under this Note at any one time shall not exceed  Twenty-Five
 Million  Dollars   ($25,000,000.00),   which  amount  may  be  borrowed,  paid,
 reborrowed and repaid, in whole or in part, subject to the terms and conditions
 of this Note and of the Loan Agreement referred to below.

          Borrower  further  promises to pay to the order of Lender  interest on
 the unpaid principal  balance from time to time outstanding  under this Note on
 the dates and at the rates set forth in the Loan  Agreement  referred to below.
 All payments  received by Lender  under this Note shall be allocated  among the
 principal,  interest, collection costs and expenses and other amounts due under
 this  Note as  follows:  (a) so long as no  Event  of  Default  under  the Loan
 Agreement has occurred and is continuing,  as directed by Borrower;  and (b) so
 long as any Event of  Default  under the Loan  Agreement  has  occurred  and is
 continuing,  in such  order and  manner as Lender  shall  elect.  The amount of
 interest  accruing under this Note shall be computed on an actual day,  360-day
 year basis.

          All payments of principal  and interest  under this Note shall be made
 in lawful currency of the United States at the office of Lender situated at 100
 South  Brentwood  Boulevard,  Suite 500, St. Louis,  Missouri 63105, or at such
 other  place as the  holder  of this Note may from  time to time  designate  in
 writing.

          Lender  shall  record in its books and  records the date and amount of
 each  Revolving  Credit Loan made by it to Borrower  and the date and amount of
 each  payment of  principal  and/or  interest  made by  Borrower  with  respect
 thereto;  provided,  however,  that the  obligation  of  Borrower to repay each
 Revolving  Credit Loan made to Borrower  under this Note shall be absolute  and
 unconditional,   notwithstanding  any  failure  of  Lender  to  make  any  such
 recordation or any mistake by Lender in connection  with any such  recordation.
 The books and records of Lender showing the account between Lender and Borrower
 shall  be  admissible  in  evidence  in any  action  or  proceeding  and  shall
 constitute  prima facie proof of the items  therein set forth in the absence of
 manifest error.

          Subject to the terms of the Loan Agreement referred to below, Borrower
 shall have the right to prepay all at any time or any portion from time to time
 of the unpaid  principal  of this Note prior to  maturity,  without  penalty or
 premium.

          This Note is the  Revolving  Credit Note  referred to in that  certain
 Loan Agreement  dated October 29, 1997 by and between  Borrower and Lender,  as
 amended by that certain First  Amendment to Loan Agreement  dated as of October
 29, 1998 and that certain  Second  Amendment to Loan  Agreement  dated the date
 hereof  (as so  amended,  and as the  same  may  from  time to time be  further
 amended, modified, extended,





<PAGE>


 renewed or restated,  the "Loan  Agreement").  The Loan Agreement,  among other
 things,  contains provisions for acceleration of the maturity of this Note upon
 the occurrence of certain stated events and also for  prepayments on account of
 the  principal  of this Note and interest on this Note prior to the maturity of
 this Note upon the terms and  conditions  specified  therein.  All  capitalized
 terms used and not  otherwise  defined  in this Note shall have the  respective
 meanings ascribed to them in the Loan Agreement.

           This Note is secured by, among other  things,  that certain  Security
 Agreement  dated  October 29, 1997 and  executed by Borrower in favor of Lender
 (as the same may from time to time be amended,  modified,  extended, renewed or
 restated,  the "Security  Agreement")  and that certain  Patent,  Trademark and
 License  Security  Agreement dated October 29, 1997 and executed by Borrower in
 favor  of  Lender  (as the same may  from  time to time be  amended,  modified,
 extended,  renewed or restated,  the "Patent,  Trademark  and License  Security
 Agreement"),  to which  Security  Agreement  and Patent,  Trademark and License
 Security  Agreement  reference is hereby made for a description of the security
 and a statement of the terms and conditions upon which this Note is secured.

           If any Event of Default under the Loan  Agreement  shall occur and be
 continuing,  then Lender's obligation to make additional Revolving Credit Loans
 under this Note may be terminated in the manner and with the effect as provided
 in the Loan Agreement and the entire outstanding principal balance of this Note
 and all accrued and unpaid  interest  thereon may be declared to be immediately
 due and  payable  in the manner  and with the  effect as  provided  in the Loan
 Agreement.

           In the event that arty  payment of any  principal  of or  interest on
 this Note is not paid when due, whether by reason of maturity,  acceleration or
 otherwise, and this Note is placed in the hands of an attorney or attorneys for
 collection  or  for  foreclosure  of the  Security  Agreement  or  the  Patent,
 Trademark  and  License  Security  Agreement,  or if this Note is placed in the
 hands of an attorney or attorneys  for  representation  of Lender in connection
 with bankruptcy or insolvency proceedings relating hereto, Borrower promises to
 pay to the order of Lender,  in addition  to all other  amounts  otherwise  due
 hereon,   the  costs  and  expenses  of  such   collection,   foreclosure   and
 representation,  including, without limitation,  reasonable attorneys' fees and
 expenses  (whether or not  litigation  shall be commenced in aid thereof).  All
 parties hereto  severally waive  presentment  for payment,  demand for payment,
 protest, notice of protest and notice of dishonor.

           This Note shall be governed by and construed in  accordance  with the
 substantive laws of the State of Missouri (without reference to conflict of law
 principles).



<PAGE>


         This Note is an amendment, restatement and continuation of that certain
Revolving  Credit  Note of  Borrower  dated  October 29, 1997 and payable to the
order of Lender in the principal amount of $15,000,000.00  and is not a novation
thereof.  All interest  accrued on the instrument  being amended and restated by
this Note shall continue to be due and payable to Lender until paid.

                                                1NTERLOTT TECHNOLOGIES, INC.



                                                By: /s/David F. Nichols
                                                Title:  President and CEO



                                                By: /s/Dennis W. Blazer
                                                Title:  CFO