SECOND AMENDMENT TO LOAN AGREEMENT


                  THIS SECOND AMENDMENT TO LOAN AGREEMENT  ("Second  Amendment")
is entered into as of September ___, 1998, by and between  BUSINESS LOAN CENTER,
INC., a Delaware  corporation  ("Borrower"),  BLC  FINANCIAL  SERVICES,  INC., a
Delaware corporation,  and TRANSAMERICA BUSINESS CREDIT CORPORATION,  a Delaware
corporation ("Lender"), with reference to the following facts:


                                    RECITALS

         A. Pursuant to the Loan  Agreement  dated as of March 25, 1998 executed
by  Borrower,  Parent and  Lender,  as amended  by the First  Amendment  to Loan
Agreement  dated as of June 24, 1998 (the "Loan  Agreement"),  Lender  agreed to
make certain financial accommodations to or for the benefit of Borrower upon the
terms and conditions set forth therein.  Unless  otherwise  noted in this Second
Amendment,  (i) capitalized terms used herein shall have the meanings attributed
to them in the Loan  Agreement,  (ii)  references  to  Sections  shall  refer to
Sections of the Loan Agreement or Schedules  thereto,  as applicable,  and (iii)
references to Schedules shall refer to Schedules to the Loan Agreement.

         B.  Borrower has  requested,  and Lender has agreed,  to amend  certain
provisions  of the Loan  Agreement,  all on the terms and  conditions  set forth
below.

                  NOW, THEREFORE,  in consideration of the continued performance
by Borrower of its promises and  obligations  under the Loan  Agreement  and the
other Loan Documents, and for other good and valuable consideration, the receipt
and  sufficiency  of which are hereby  acknowledged,  Borrower and Lender hereby
agree as follows:

                                A G R E E M E N T

         1. Incorporation of Loan Agreement and Other Loan Documents.  Except as
expressly modified under this Second Amendment,  all of the terms and conditions
set forth in the Loan  Agreement and the other Loan  Documents are  incorporated
herein by this  reference,  and  Borrower  hereby  acknowledges,  confirms,  and
ratifies its obligations under the Loan Agreement and the other Loan Documents.

         2. Amendment to Section 6.4 of the Loan  Agreement.  Section 6.4 of the



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Loan  Agreement is hereby  amended by deleting the existing  text thereof in its
entirety and  substituting  therefor the following  amended and restated version
thereof:

                           6.4 Capital Expenses.  On a consolidated  basis, make
                  capital expenditures (including capitalized leases) during any
                  fiscal  year  of  Parent  which,  in  the  aggregate,   exceed
                  $550,000.

         3.  Conditions to  Effectiveness.  This Second  Amendment  shall become
effective  upon  receipt by Lender of a copy  hereof  duly  executed  by each of
Borrower, Parent, and Lender.

         4. Entire  Agreement.  This Second  Amendment,  together  with the Loan
Agreement  and the other Loan  Documents,  is the entire  agreement  between the
parties hereto with respect to the subject matter hereof.  This Second Amendment
supersedes  all  prior  and  contemporaneous  oral and  written  agreements  and
discussions  with  respect to the subject  matter  hereof.  Except as  otherwise
expressly  modified  herein,  the Loan Documents  shall remain in full force and
effect.

         5.  Representations  and Warranties.  Borrower hereby confirms that the
representations  and  warranties  contained in the Loan  Agreement were true and
correct in all material  respects when made and, except to the extent (a) that a
particular  representation or warranty by its terms expressly applies only to an
earlier  date,  or (b)  Borrower  has  previously  advised  Lender in writing as
contemplated  under the Loan  Agreement,  are true and  correct in all  material
respects as of the date hereof.  The Loan Agreement shall continue in full force
and effect in accordance with the provisions thereof on the date hereof.

         6.       Miscellaneous.

                  6.1  Counterparts.  This Second  Amendment  may be executed in
identical  counterpart  copies,  each of which shall be an original,  but all of
which shall constitute one and the same agreement.

                  6.2 Headings. Section headings used herein are for convenience
of  reference  only,  are not part of this Second  Amendment,  and are not to be
taken into consideration in interpreting this Second Amendment.

                  6.3 Recitals.  The recitals set forth at the beginning of this
Second Amendment are true and correct,  and such recitals are incorporated  into
and are a part of this Second Amendment.

                  6.4 Governing Law. This Second Amendment shall be governed by,
and construed and enforced in accordance with, the laws of the State of Illinois


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applicable to contracts made and performed in such state,  without regard to the
principles thereof regarding conflict of laws.

                  6.5 No Novation. Except as specifically set forth in paragraph
2 of this Second  Amendment,  the execution,  delivery and effectiveness of this
Second  Amendment  shall  not (a)  limit,  impair,  constitute  a  waiver  of or
otherwise  affect any right,  power or remedy by Lender under the Loan Agreement
or any other Loan Document, (b) constitute a waiver of any provision in the Loan
Agreement or in any of the other Loan Documents,  or (c) alter, modify, amend or
in any way  affect  any of the  terms,  conditions,  obligations,  covenants  or
agreements  contained  in the Loan  Agreement,  all of which  are  ratified  and
affirmed in all respects and shall continue in full force and effect.

                  6.6  Conflict  of  Terms.  In the  event of any  inconsistency
between the  provisions  of this Second  Amendment and any provision of the Loan
Agreement,  the terms and provisions of this Second  Amendment  shall govern and
control.


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                  IN  WITNESS  WHEREOF,  this  Second  Amendment  has been  duly
executed as of the date first written above.


                           BORROWER:

                           BUSINESS LOAN CENTER, INC.,
                           a Delaware corporation


                           By:      ______________________________
                                    Jennifer Goldstein
                                    Chief Financial Officer


                          PARENT:

                          BLC FINANCIAL SERVICES, INC.,
                          a Delaware corporation


                          By:      ______________________________
                                   Robert F. Tannenhauser
                                   President


                         LENDER:

                         TRANSAMERICA BUSINESS CREDIT CORPORATION,
                         a Delaware corporation


                         By:      ______________________________
                                  Russell L. Bonder
                                  Senior Account Executive


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