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                                                          EXHIBIT 10.20.2

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                                                          Amendment to Documents

                   AMENDMENT NO. 2 TO BUSINESS LOAN AGREEMENT

     This Amendment No. 2 (the "Amendment") dated as of October 31, 2000, is
between Bank of America, N.A. (the "Bank") and Variflex, Inc. (the "Borrower").

                                    RECITALS
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     A. The Bank and the Borrower entered into a certain Business Loan Agreement
dated as of March 31, 2000, as previously amended (the "Agreement").

     B. The Bank and the Borrower desire to further amend the Agreement.

AGREEMENT
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     1 Definitions. Capitalized terms used but not defined in this Amendment
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shall have the meaning given to them in the Agreement.

     2 Amendments. The Agreement is hereby amended as follows:
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                         2.1Paragraph 1.1 of the Agreement is amended to read in
                            its entirety as follows:

               "1.1  Line of Credit Amount.

                         (a)During the availability period described below, the
                    Bank will provide a line of credit to the Borrower. The
                    amount of the line of credit (the `Commitment') is the
                    lesser of Sixteen Million and 00/100 Dollars
                    ($16,000,000.00) or the following amounts as indicated on
                    the borrowing base certificates required to be delivered to
                    the Bank under Paragraph 7.2(f) below:

                                 (i)With respect to the borrowing base
                            certificates from and including June 30 through and
                            including November 30 of each year, the sum of 60%
                            of the balance due on the Borrower's accounts
                            receivable, plus 60% of the market value of the
                            Borrower's short-term investments, plus the lesser
                            of (A) 25% of the cost of the Borrower's inventory,
                            excluding in-transit inventory, or (B) Four Million
                            and 00/100 Dollars ($4,000,000.00);

                                 (ii)With respect to the borrowing base
                            certificates from and including December 31 through
                            and including May 31 of each year, the sum of 60% of
                            the balance due on the Borrower's accounts
                            receivable, plus One Million Five Hundred Thousand
                            and 00/100 Dollars ($1,500,000.00), plus the lesser
                            of (A) 25% of the cost of the Borrower's inventory,
                            excluding in-transit inventory, or (B) Four Million
                            and 00/100 Dollars ($4,000,000.00).

                         (b)This is a revolving line of credit providing for
                    cash advances, letters of credit and shipside bonds. During
                    the availability period, the Borrower may repay principal
                    amounts and reborrow them.

                         (c)The aggregate principal balance of cash advances
                    outstanding at any one time may not exceed Seven Million and
                    00/100 Dollars ($7,000,000.00).

                         (d)The Borrower agrees not to permit the outstanding
                    principal balance of advances under the line of credit plus
                    the outstanding amounts of any letters of credit, including
                    amounts drawn on letters of credit and not yet reimbursed
                    and shipside bonds, to exceed the Commitment."

               2.2A new Paragraph 1.3(a)(iii) is added to the Agreement, which
               reads in its entirety as follows:

                         "(iii)The amount of letters of credit outstanding at
                    any one time (including amounts drawn on letters of credit
                    and not yet reimbursed) may not exceed Sixteen Million and
                    00/100 Dollars ($16,000,000)."

     2.3In Paragraph 1.4 of the Agreement, the amount "One Million and 00/100
Dollars ($1,000,000.00)" is substituted for the amount of "Five Hundred Thousand
and 00/100 Dollars ($500,000.00)".

               2.4New Paragraphs of 1.5, 1.6 and 1.7 are added to the Agreement,
             which reads in its entirety as follows:

               "1.5 Interest Rate. Unless the Borrower elects an optional
             interest rate as described below, the

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                         interest rate is the Bank's Prime Rate.

                           1.6  Repayment Terms.

                                    (a)The Borrower will pay interest on
                                December 1, 2000, and then monthly thereafter
                                until payment in full of any principal
                                outstanding under this line of credit.

                                    (b)The Borrower will repay in full all
                                principal and any unpaid interest or other
                                charges outstanding under this line of credit no
                                later than the Expiration Date. Any interest
                                period for an optional interest rate (as
                                described below) shall expire no later than the
                                Expiration Date.

                           1.7  Optional Interest Rates. Instead of the interest
                         rate based on the Bank's Prime Rate, the Borrower may
                         elect the optional interest rates listed below during
                         interest periods agreed to by the Bank and the
                         Borrower. The optional interest rates shall be subject
                         to the terms and conditions described later in this
                         Agreement. Any principal amount bearing interest at an
                         optional rate under this Agreement is referred to as a
                         'Portion.' The following optional interest rates are
                         available:

                                    (a)the IBOR Rate plus 2.00 percentage
                                points."

                           2.5A new Article 2A is added to the Agreement, which
                                reads in its entirety as follows:

                           "2A. OPTIONAL INTEREST RATES

                           2A.1 Optional Rates. Each optional interest rate is a
                         rate per year. Interest will be paid on the last days
                         of each interest period, and on the first day of each
                         month during the interest period. At the end of any
                         interest period, the interest rate will revert to the
                         rate based on the Prime Rate, unless the Borrower has
                         designated another optional interest rate for the
                         Portion. No Portion will be converted to a different
                         interest rate during the applicable interest period.
                         Upon the occurrence of an event of default under this
                         Agreement, the Bank may terminate the availability of
                         optional interest rates for interest periods commencing
                         after the default occurs.

                           2A.2 IBOR Rate. The election of IBOR Rates shall be
                         subject to the following terms and requirements:

                                    (a)The interest period during which the IBOR
                                Rate will be in effect will be no shorter than
                                30 days and no longer than 90 days. The last day
                                of the interest period will be determined by the
                                Bank using the practices of the offshore dollar
                                inter-bank market.

                                    (b)Each IBOR Rate Portion will be for an
                                amount not less than Five Hundred Thousand
                                Dollars ($500,000).

                                    (c)The Borrower may not elect an IBOR Rate
                                with respect to any principal amount which is
                                scheduled to be repaid before the last day of
                                the applicable interest period.

                                    (d)The "IBOR Rate" means the interest rate
                                determined by the following formula, rounded
                                upward to the nearest 1/100 of one percent. (All
                                amounts in the calculation will be determined by
                                the Bank as of the first day of the interest
                                period.)

IBOR Rate =  IBOR Base Rate
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(1.00 - Reserve Percentage)

                                    Where,

                                            (i)'IBOR Base Rate' means the
                                       interest rate at which the Bank's Grand
                                       Cayman Branch, Grand Cayman, British West
                                       Indies, would offer U.S. dollar deposits
                                       for the applicable interest period to
                                       other major banks in the offshore dollar
                                       inter-bank market.

                                            (ii)'Reserve Percentage' means the
                                       total of the maximum reserve percentages
                                       for determining the reserves to be
                                       maintained by member banks of the Federal
                                       Reserve System for Eurocurrency
                                       Liabilities, as defined in Federal
                                       Reserve Board Regulation D, rounded
                                       upward to the nearest 1/100 of one
                                       percent. The percentage will be expressed
                                       as a decimal, and will include, but not
                                       be limited to, marginal, emergency,
                                       supplemental, special, and other reserve
                                       percentages.

                                    (e)Each prepayment of an IBOR Rate Portion,
                                whether voluntary, by reason of acceleration or
                                otherwise, will be accompanied by the amount of
                                accrued interest on the amount prepaid, and a
                                prepayment fee as described below. A
                                "prepayment" is a payment of an amount on a date
                                earlier than the scheduled payment date for such
                                amount as required by this Agreement.

                                    (f)The prepayment fee shall be in an amount
                                sufficient to compensate the Bank for any loss,
                                cost or expense incurred by it as a result of
                                the prepayment, including any loss of
                                anticipated

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                                profits and any loss or expense arising from the
                                liquidation or reemployment of funds obtained by
                                it to maintain such Portion or from fees payable
                                to terminate the deposits from which such funds
                                were obtained. The Borrower shall also pay any
                                customary administrative fees charged by the
                                Bank in connection with the foregoing. For
                                purposes of this paragraph, the Bank shall be
                                deemed to have funded each Portion by a matching
                                deposit or other borrowing in the applicable
                                interbank market, whether or not such Portion
                                was in fact so funded.

                                    (g)The Bank will have no obligation to
                                accept an election for an IBOR Rate Portion if
                                any of the following described events has
                                occurred and is continuing:

                                            (i)Dollar deposits in the principal
                                       amount, and for periods equal to the
                                       interest period, of an IBOR Rate Portion
                                       are not available in the offshore dollar
                                       inter-bank market; or

                                            (ii)the IBOR Rate does not
                                       accurately reflect the cost of an IBOR
                                       Rate Portion."

                           2.6A new Paragraph 7.2(h) is added to the Agreement,
                         which reads in its entirety as follows:

                                    "(h)An inventory listing within 20 days
                                after the end of each month; the listing must
                                include a description of the inventory, its
                                location and cost, and such other information as
                                the Bank may require."

                           2.7 Paragraph 7.3 of the Agreement is amended to read
                         in its entirety as follows:

                           "7.3 Tangible Net Worth. To maintain tangible net
                         worth equal to at least the sum of the following:

                                    (a)Twenty Six Million Dollars ($26,000,000);
                                plus

         (b)the sum of 100% of net income after income taxes (without
         subtracting losses) earned in each quarterly accounting period
         commencing with the period ending October 31, 2000.

                           'Tangible net worth' means the gross book value of
                         the Borrower's assets (excluding goodwill, patents,
                         trademarks, trade names, organization expense,
                         unamortized debt discount and expense, capitalized or
                         deferred research and development costs, deferred
                         marketing expenses, deferred receivables, and other
                         like intangibles) less total liabilities, including but
                         not limited to accrued and deferred income taxes, and
                         any reserves against assets."

                           2.8In Paragraph 7.4 of the Agreement, the ratio "1.00
                         :1.00" is substituted for the ratio of "0.5:1.0".

                           2.9In Paragraph 7.21(f) of the Agreement, the amount
                         "One Million Dollars ($1,000,000)" is substituted for
                         the amount "Five Million Dollars ($5,000,000)".

                           2.10A new Paragraph 7.23 is added to the Agreement,
                         which reads in its entirety as follows:

         "7.23 Paydown Period. To reduce the amount of advances outstanding
         under this Agreement to zero for a period of at least 30 consecutive
         days during each semi-annual calendar period in each year. For the
         purposes of this paragraph, `advances' does not include undrawn amounts
         of outstanding letters of credit."

3 Representations and Warranties. When the Borrower signs this Amendment, the
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         Borrower represents and warrants to the Bank that: (a) there is no
         event which is, or with notice or lapse of time or both would be, a
         default under the Agreement except those events, if any, that have been
         disclosed in writing to the Bank or waived in writing by the Bank, (b)
         the representations and warranties in the Agreement are true as of the
         date of this Amendment as if made on the date of this Amendment, (c)
         this Amendment is within the Borrower's powers, has been duly
         authorized, and does not conflict with any of the Borrower's
         organizational papers, and (d) this Amendment does not conflict with
         any law, agreement, or obligation by which the Borrower is bound.

4 Conditions. This Amendment will be effective when the Bank receives the
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         following items, in form and content acceptable to the Bank:

         4.1A Corporate Resolution to Obtain Credit executed by the Borrower in
         the amount of Sixteen Million and 00/100 Dollars ($16,000,000.00).

5 Effect of Amendment. Except as provided in this Amendment, all of the terms
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         and conditions of the Agreement shall remain in full force and effect.

This Amendment is executed as of the date stated at the beginning of this
Amendment.


         Bank of America, N.A.                     Variflex, Inc.


 /s/ George W. Simmons                             /s/  Roger M. Wasserman
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By: George W. Simmons, Vice President            By: Roger M. Wasserman, chief
                                                     Financial Officer
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