EXHIBIT 10(a)

       

      NASD
SUBORDINATED AGREEMENT
AMENDMENT 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)

      
New
      York               
       New
      York                   
      10017
(City)       
                 
      (State)           
                (Zip)

       

      NASD ID Number: 13158
DATE FILED:
      March 30, 2001





	
      

      




	
      

      SUBORDINATED LOAN
      AGREEMENT
AMENDMENT EXTENDING THE MATURITY
      DATE

                 This
      Amendment 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 March 31,
      1999 ("Subordinated Loan Agreement") is dated as of March 20, 2001
      ("Amendment").

                 
      In consideration of the sum of $3,000,000 (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") scheduled to mature on April 30, 2002
      bearing Loan Number 10-E-SLA-10957, the Broker-Dealer and
      the Lender agree to extend the maturity date until April 30,
      2003.  This Amendment shall not become effective unless and
      until the NASD has found the Amendment acceptable.

                  
      The interest rate set forth in the Subordinated Loan Agreement is changed
      from 8.5% to 8.0% per annum effective as of May 1,
      2002.

       

       

      (The signature page
      follows.)

       




 


	 
      

    



 

	
      

                IN WITNESS
      WHEREOF the parties have set their hands and seal this 20nd day of March,
      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:  APR 30 2002

       

                             
                 
                                               
                
       LOAN NUMBER: 
10-E-SLA-10957




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      SUBORDINATED LOAN
      AGREEMENT
LENDER'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
      ____________.

	
        
	
       
	
      f. 
	Other disclosures: 
      ______________________ .
       

	
       
	 	
       
	 




	-3-
      

    



	
      Dated: March 20,
      2001                                        
                                          
       
      SUNAMERICA INC. 
      (Lender)

          
      [Seal]
                                        
                                          
                                          
  By:
      /s/ James R.
      Belardi                                       
                                   
                                          
                                          
                                       
        Name: James R.
      Belardi
                                       
                                          
                                          
  
      Title: Executive Vice President





 


	-4-
      

    




	
      OFFICER'S
      CERTIFICATE

                 I,
      James R. Belardi, Executive Vice President of SunAmerica Inc., a Delaware
      corporation (this "Corporation"), do hereby certify that the $3,000,000
      subordinated loan made by this Corporation to SunAmerica Capital Services,
      Inc., amended to mature on April 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: March 20,
      2001                                        
                                          
         /s/
      James R.
      Belardi
                                       
                                          
                                       
            James R. Belardi, Executive Vice
      President 
                        [Seal]             
                                          
                                     
      

      
 




 


	-5-
      

    



 

	
      

      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 



 

	-6-
      

      


 

	
               
      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 22nd day of
      March, 2001. 

                                                                     
                                        
            /s/ Lawrence M.
      Goldman
                                        
                                          
                           
      Lawrence M. Goldman
                                        
                                          
                            Assistant
      Secretary

       

      (Corporate Seal)



 

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