BLC FINANCIAL SERVICES INC
TRANSAMERICA AMENDMENT TO B & I
<DOCUMENT>
<TYPE>EX-10.72
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>TRANSAMERICA AMENDMENT TO B & I
<TEXT>



                       SECOND AMENDMENT TO LOAN AGREEMENT


                  THIS SECOND AMENDMENT TO LOAN AGREEMENT  ("Second  Amendment")
is entered into as of April 26,  2000,  by and between BLC  COMMERCIAL  CAPITAL
CORP.,  a Florida  corporation  ("Borrower"),  BLC FINANCIAL  SERVICES,  INC., a
Delaware corporation ("Parent"), 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 May 7, 1998 executed by
Borrower, Parent and Lender, as amended by the First Amendment to Loan Agreement
dated as of  September  14,  1998 (as from  time to time in  effect,  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 and Parent of their respective  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, Parent 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.  Amendments  to  Loan  Agreement.  As of the  date  of  this  Second
Amendment, the Loan Agreement is hereby amended in the following manner:

             2.1 Amendment to Definitions.  The definition of "Termination Date"
in Section 1.1 of the Loan  Agreement is amended by deleting  the existing  text
thereof in its entirety and  substituting  therefor  the  following  amended and
restated version thereof:

                  "Termination  Date" shall mean the earliest of: (a) August 26,
             2001  (unless a later  date is agreed to in  writing  by  Borrower,
             Parent and Lender);  (b) the date that Borrower elects to terminate
             this  Agreement  and repays the  Liabilities  in full in accordance
             with the terms of Section  2.6;  and (c) the date Lender  elects to
             terminate Borrower's right to receive Revolving Loans in accordance
             with Section 7.2.


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             2.2 Amendment to Financial  Covenants.  Section 5.11(b) of the Loan
Agreement is amended by deleting  the existing  text thereof in its entirety and
substituting therefor the following amended and restated version thereof:

                           (b)  EBITDA  Ratio.   Parent  shall  achieve,   on  a
                  consolidated  basis,  as measured as of the end of each of its
                  fiscal   quarters,   a  minimum   ratio  of  EBITDA   for  the
                  twelve-month  period  ending  on the  date of  measurement  to
                  total, actual,  interest expense for such twelve-month period,
                  of not less than 1.1 to 1.0.

         3. Amendment Fee.  Borrower  agrees to pay to Lender a fully earned and
non-refundable   fee  (the  "Amendment   Fee")  in  the  amount  of  $31,250  in
consideration  of Lender's  agreement to enter into this Second  Amendment.  The
Amendment  Fee shall be due and  payable by  Borrower to Lender on the date that
this Second  Amendment  becomes  effective  pursuant to Section 4 of this Second
Amendment.

          4. Conditions to Effectiveness.  The amendments set forth in Section 2
of this Second  Amendment are subject to  satisfaction  of each of the following
conditions:

                            (1)      receipt by Lender of a copy of this  Second
                                     Amendment,   duly   executed  by  Borrower,
                                     Parent, and Lender;

                            (2)      receipt by Lender of the Amendment Fee; and

                            (3)      the  absence of any  Defaults  or Events of
                                     Default.

         5. 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.

         6.  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.




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         7.       Miscellaneous.


                  7.1  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.

                  7.2 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.

                  7.3 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.

                  7.4 Governing Law. This Second Amendment shall be governed by,
and construed and enforced in accordance with, the laws of the State of Illinois
applicable to contracts made and performed in such state,  without regard to the
principles thereof regarding conflict of laws.

                  7.5 No Novation. Except as specifically set forth in Section 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.

                  7.6  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:

                                     BLC COMMERCIAL CAPITAL CORP.,
                                     a Florida corporation


                                     By:      /s/ Jennifer Goldstein
                                              --------------------------------
                                              Jennifer Goldstein
                                              Chief Financial Officer


                                     PARENT:

                                     BLC FINANCIAL SERVICES, INC.,
                                     a Delaware corporation


                                     By:      /s/ Robert F. Tannenhauser
                                              --------------------------------
                                              Robert F. Tannenhauser
                                              President


                                     LENDER:

                                     TRANSAMERICA BUSINESS CREDIT CORPORATION,
                                     a Delaware corporation


                                     By:        /s/ Russell L. Bonder
                                              --------------------------------
                                              Russell L. Bonder
                                              Senior Account Executive



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