Exhibit 10.qq.

                     AMENDED AND RESTATED MERCHANT AGREEMENT

                            (REVOLVING CREDIT PLANS)


This AMENDED AND RESTATED  MERCHANT  AGREEMENT is entered into as of the 9th day
of May, 1997, by and between  BENEFICIAL  NATIONAL BANK USA, a national  banking
association  ("BNB USA"),  RHODES,  INC., a corporation  of the State of Georgia
("Rhodes")  and H Y ROOM STORES,  INC., a  corporation  of the State of Virginia
("Room Stores").  Rhodes and Room Stores may be hereinafter  referred to jointly
and severally as "Merchant."

WHEREAS,  BNB USA and Rhodes entered into a Merchant  Agreement  dated as of May
15,  1992 and amended by  amendments  dated as of August 15,  1992,  November 6,
1992,  September 28, 1993,  April 3, 1994, July 16, 1994,  December 31, 1996 and
February 25, 1997;

WHEREAS,  the  parties  wish to amend and  restate the  Merchant  Agreement  and
amendments in this Amended and Restated Merchant Agreement;

WHEREAS,  the  parties  desire  that BNB USA  shall be the  primary  lender  for
selected  Customers of Merchant who  participate  in a private  label  revolving
credit program for Merchant;

NOW, THEREFORE,  in consideration of the mutual covenants herein expressed,  the
parties mutually agree as follows:

1.       Definitions.  The following terms have the following meanings:

         (A) Amount  Financed - the total price paid for the  Merchandise  minus
the total down payment.

         (B) Authorization Facility - refers to the facility operated by BNB USA
to provide authorization to Merchant electronically or via a toll free telephone
number to permit  Customer to  purchase  Merchandise  under a  revolving  credit
account  opened for Customer by BNB USA, and for which  Merchandise  BNB USA has
agreed to extend credit.

         (C) BNB USA - an  abbreviation  for  Beneficial  National  Bank USA,  a
national banking association. BNB USA is a subsidiary of Beneficial Corporation.

         (D) Credit Slip - the document  used to record a credit;  the term also
includes its electronic data processing equivalent.

         (E)       Customer - any person who is obligated to pay for
Merchandise.

(page 118)
         (F)  Merchandise - property or services  sold to a Customer,  including
any accessories.

         (G)       Net Sales Slips - Sales Slips minus Credit Sips.

         (H) Rhodes - Rhodes,  Inc., trading as Rhodes,  Mark Fitzgerald's,  and
Fowler's and which may, in the future,  trade under other business names, is the
party which sells Merchandise to a Customer.

         (I) Room Stores - the party which sells  Merchandise  to a Customer and
is so identified in this Agreement.

         (J) Sales Slip - the  document  used to record a purchase  and the debt
evidenced  thereby;  the term  also  includes  its  electronic  data  processing
equivalent.

         (K) SNAP - the acronym for System for New Account  Processing  operated
by BNB USA and used to process applications for revolving credit accounts.

2. Scope.  Merchant  agrees that the terms and  conditions  of the private label
credit card program contemplated hereunder shall be in full force and effect for
the term of this  Agreement at all Rhodes  stores and at the Room Stores  stores
located in San Antonio,  El Paso, Temple,  Waco,  Austin, and Seguin,  Texas, as
well as any other Room Stores stores  hereafter  designated by the parties,  for
those  Customers  who choose to  participate  in the private  label  credit card
program  contemplated  hereunder on or after the Effective Date. Merchant agrees
that BNB USA shall be the primary lender for Merchant's  private label revolving
credit program at the aforementioned stores. Merchant agrees that it shall first
solicit and encourage  Customers to obtain a Merchant  credit card issued by BNB
USA,  and that it shall first submit all Sales Slips for purchase to BNB USA. If
BNB USA does not purchase  such Sales Slips,  Merchant may then submit the Sales
Slips to any other third party for purchase.

3. Compensation.  BNB USA agrees to purchase from Merchant,  and Merchant agrees
to sell and  assign to BNB USA,  Net Sales  Slips  acceptable  to BNB USA on the
terms and  conditions  contained in this  Agreement.  The purchase price for Net
Sales Slips under the standard  revolving  plan and under the special  revolving
plans and terms  governing other  compensation  and adjustments are set forth on
Schedule A attached hereto and by this reference made a part hereof.

4.       Credit Cards.  Private label credit cards, with either the name
"Rhodes," "Fowler's," "Mark Fitzgerald's," "Room Stores," or some other
trade name for Rhodes, Inc. or H Y Room Stores, Inc., embossed thereon,
will be issued by BNB USA in its discretion to certain creditworthy
Customers and also to those persons who have not yet purchased

(page 119)
Merchandise  from Merchant.  Merchant agrees to honor at its stores those credit
cards that are issued and used in accordance  with the terms of this  Agreement.
The  credit  cards  shall bear a name and a design  developed  by  Merchant  and
approved by BNB USA.

5. Refund and  Adjustment  Policy.  Rhodes shall continue to maintain its refund
and adjustment  policy as set forth in Schedule B and Room Stores shall maintain
a similar policy.  If Merchant accepts the return of Merchandise  which has been
or will be reflected as a debit to the Customer's  account,  Merchant shall make
no cash refund to the Customer,  and Merchant  shall  promptly (in no case later
than three (3) bank business days from the date the return is accepted) transmit
a Credit Slip with respect  thereto to BNB USA.  Merchant  shall  deliver a true
copy of the Credit  Slip to the  Customer  at the time of the  adjustment.  Such
transmission shall be made through normal channels by Merchant transmitting such
Credit Slip to BNB USA.  The  transmittal  of the Credit  Slip shall  constitute
authority  to BNB USA to charge the  amount of such  Credit  Slip to  Merchant's
account  with BNB USA or delivery of the Credit Slip shall be  accompanied  by a
cash  remittance.  Merchant shall maintain a policy that shall not  discriminate
against persons making purchases through use of a private-label revolving credit
card with respect to the exchange of, return of, or  adjustment  on  Merchandise
obtained through such purchases.

6.       Merchant's Representations.  Merchant makes the following
representations which shall survive any termination of this Agreement:

         (A) All  Merchandise  and  warranties  will be  provided  and have been
provided to the satisfaction of the Customer and in accordance with the terms of
the Sales Slip.

         (B) To the best of its knowledge,  all signatures purporting to be that
of the Customer on  applications,  sales slips,  or other documents are genuine,
not forged, unauthorized or fraudulent.

         (C) All documents are legible and filled in completely and, to the best
of Merchant's knowledge, correctly.

         (D) All  contracts  and  related  documents  utilized  by  Merchant  in
connection  with the  financing of  Merchandise  pursuant to this  Agreement are
those supplied by BNB USA, unless otherwise authorized by BNB USA.

         (E) Merchant will comply with and has complied with all applicable laws
and legal requirements of federal, state, and local governments or agencies with
respect  to  the  solicitation,  handling,  and  processing  of  credit  related
insurance  payments  made by its  Customers.  All  insurance  provided  has been
voluntarily  chosen by Customer and was not made a condition of granting  credit
to Customer.

(page 120)
         (F)  Merchant  presently  intends to stay in business  and  continue to
operate  its  business  in  substantially  the same  manner  as it has  operated
immediately prior to the date of this Agreement,  and it has no knowledge of any
facts which would  indicate  otherwise.  Merchant  presently  intends (a) not to
apply for or agree to the appointment of a receiver or trustee in liquidation of
Merchant  or any of its  assets,  (b) not to make a general  assignment  for the
benefit of  creditors,  (c) not to file a voluntary  petition in bankruptcy or a
petition  seeking  reorganization  or an arrangement  with  creditors  under any
bankruptcy  law, and (d) not to be  adjudicated a bankrupt  under any bankruptcy
law.  Merchant  also has no  knowledge  of any other  party that  intends or has
threatened to file an involuntary petition in bankruptcy against Merchant.

7.       Merchant's Covenants.  As long as there is any outstanding balance
due BNB USA from a Customer, Merchant shall:

         (A) Permit BNB USA  representatives  at any reasonable  time to examine
Merchant's books and records relating to transactions contemplated hereunder and
make copies of those books and records.

         (B) Deliver the  quarterly and annual  profit and loss  statements  and
balance sheets of Heilig-Meyers Company to BNB USA.

         (C) Comply with the terms, conditions, and guidelines of this Agreement
and any addenda  applicable to this  Agreement,  which addenda are hereby made a
part of this Agreement.

8.       Merchant's Warranties.  Merchant warrants, with respect to each
Sales Slip or Credit Slip, as the case may be, that:

         (A)  Merchant  has good  title to the  Sales  Slip and the  Sales  Slip
represents a bona fide  transaction in the ordinary  course of business in which
Merchant has given value, and, to Merchant's knowledge,  no defense,  set-off or
counterclaim exists as to such transaction.

         (B) The Sales  Slip or Credit  Sip  involves  no advance of cash and no
other transaction than described therein.

         (C) The  Sales  Slip or  Credit  Slip has not been  materially  altered
subsequent to its signature by Customer and, if any blanks in such Sales Slip or
Credit  Slip  were  completed  or  filled in by  Merchant,  they were  filled in
accordance with authority granted by Customer.

         (D) To  Merchant's  knowledge,  the  Customer  has no claim or  defense
against  Merchant  which said Customer may be entitled by law to assert  against
BNB USA.

         (E)   Merchant   has  no   knowledge   or  notice  that  would   impair
enforceability or collection thereof as against the named Customer.

(page 121)
         (F)  Merchant  will comply with and has  complied  with all  procedures
specified by BNB USA and  requirements  of this  Agreement  with respect to such
Sales Slip or Credit Slip and the transaction it evidences.

         (G) In the  transaction  represented  by the Sales Slip or Credit Slip,
Merchant  will  comply  with  and has  complied  with  all  applicable  laws and
regulations.

9.       Operational Guidelines: The Operational Guidelines established by
BNB USA with respect to the handling and processing of accounts submitted
to BNB USA by Merchant for purpose of approval and purchase are as
follows:

         (A)       New Account Processing with Initial Purchase.

                   (1) Merchant must verify the Customer's identification with a
valid form of picture identification acceptable to BNB USA.

                   (2) Merchant must confirm that the  information  given to and
recorded by BNB USA corresponds  with the information on the Customer's  written
application.

                   (3) Merchant must obtain new account credit  approval  either
through SNAP or the BNB USA Credit Processing Department.

                   (4) Merchant shall retain all hard copies of all applications
for the term of this Agreement. At BNB USA's request, Merchant shall forward the
hard copy of an application to BNB USA within ten (10) days of the request.

         (B)       Add-On Authorizations.

                   (1) Programming instructions for authorization terminals will
be provided by BNB USA, which instructions must be followed by Merchant.

                   (2) After an  account is opened,  the  minimum  amount of any
purchase of Merchandise added-on to the account shall be one dollar ($1).

                   (3)  Authorization  for any add-on  purchase must be obtained
electronically or through the Authorization Facility.

                   (4)  Before  requesting  an  add-on  purchase  authorization,
Merchant  must confirm that a valid credit card issued by BNB USA, with Merchant
named  thereon,  is being used by an  authorized  user of the BNB USA account in
connection with the purchase of Merchandise.

         (C)       Sales Slips and Credit Slips.

(page 122)
                   (1) Delivery and  acceptance of  Merchandise by the Customer,
as evidenced by a Sales Slip,  will usually occur within seven (7) days,  and in
no case more than thirty (30) days, after the date of sale.

                   (2) The Sales Slip must be legible and contain the following:

                   - Amount of Purchase
                   - Credit Plan Number
                   - Authorization Number
                   - Customer's Account Number
                   - Date of Purchase
                   - Description of the Purchased  Goods or Services,  including
model and serial number, if applicable.

                   (3) In the event a discrepancy exists between the purchase or
return amount  recorded on a Sales Slip or Credit Slip and the records of either
the SNAP Center or the  Authorization  Facility,  BNB USA's records will prevail
unless  the  discrepancy  results  from a  clear  error  made  by BNB USA or its
employees.

                   (4) On a daily basis within  thirty (30) days  following  the
completion  of  Merchant's  responsibilities  related to the sales,  sales draft
information  shall be transmitted to BNB USA. If sales draft  information is not
transmitted  to BNB USA  within  thirty  (30)  days,  BNB USA  will be  under no
obligation to purchase the affected  Sales Slip.  Merchant  shall maintain Sales
Slips for a period of twenty-five (25) months. Within ten (10) days of a request
by BNB USA for any reason,  including,  but not limited to,  Customer  disputes,
Merchant  shall  produce and give to BNB USA the Sales Slip  requested.  BNB USA
shall make a good faith effort to resolve all Customer disputes.  If Merchant is
unable to produce such Sales Slip within ten (10) days, Merchant agrees that BNB
USA may  automatically  credit the applicable  Customer account in the amount of
the purchase price,  charge  Merchant the amount of the purchase price,  and, if
the total dollar amount of all such Sales Slips exceeds a reasonable  amount, as
determined by BNB USA, BNB USA may charge Merchant  accrued interest on all such
Sales Slips.

         (D) Second Look Program. If a new account  application is declined,  it
may be reviewed for secondary  credit approval as part of a Second Look Program,
subject to the following special guidelines:

                   (1)  BNB USA and  Merchant  shall  mutually  agree  upon  the
criteria for Selecting the declined account  applications which will be included
in the Second Look Program.

                   (2) Declined account  applications in the Second Look Program
will be  placed  in a  separate  queue,  which  may be  accessed  by  Merchant's
employees.  Merchant's  employees may approve applications in this queue as they
deem  appropriate.  (Accounts  approved  under  the  Second  Look  Program  will
hereinafter be referred to as "Recourse Accounts").

(page 123)
                   (3) If a Recourse  Account  becomes one hundred  twenty (120)
days  delinquent  on a recency  basis,  if a bankruptcy  petition is filed by or
against a  Cardholder  with a  Recourse  Account,  or if a  Recourse  Account is
affected by fraud,  Merchant  will  purchase  the  Account  and the  receivables
thereon.  The purchase  amount will  include the total  balance,  including  any
accrued interest,  late fees and other fees,  whether accrued or assessed to the
Account, and may be implemented by BNB USA debiting the daily settlement payment
to Merchant for the amount of the purchase. If there are insufficient funds from
which to draw such  payment,  Merchant  must  reimburse BNB USA within three (3)
business  days.  If Merchant  does not  reimburse BNB USA, BNB USA may draw such
payment  from a reserve  or letter  of  credit as set forth in  Section  9(D)(7)
below.  On a quarterly  basis,  BNB USA will reimburse  Merchant for .75% of the
average receivables  outstanding from Recourse Accounts during each quarter, not
to exceed the amount purchased by Merchant pursuant to this Section 9(D)(3).

                   (4)  Recourse   Accounts  which  are  purchased  by  Merchant
pursuant to Section 9(D)(3) will be sent to the appropriate collection agencies,
and shall be  treated  in the same  manner and billed at the same rates as other
accounts  sent to  collection  agencies  by BNB USA.  Any  amount  collected  on
Recourse  Accounts  purchased  by Merchant  may be used by BNB USA to offset any
amounts owed to BNB USA by Merchant  under Section  9(D)(3).  Merchant  shall be
responsible for all expenses associated with the collection efforts described in
this Section 9(D)(4),  including BNB USA's expense for maintaining  files on the
Recourse Accounts which are in collection.

                   (5) Recourse  Accounts  will be subject to a credit limit not
to exceed the amount of the initial sale. Recourse Accounts will not be eligible
for automatic credit limit increases,  however,  Merchant or its Cardholders may
request  increases on particular  accounts through normal channels.  Upon such a
request,  if BNB USA deems a Recourse  Account  worthy of an increase based upon
BNB USA's  standard  underwriting  guidelines,  BNB USA will increase the credit
limit. If the credit limit on a Recourse Account is increased,  the account will
still be subject to the special guidelines in this Section 9(D).

                   (6) Merchant shall not contact any Cardholders  with Recourse
Accounts about any delinquency unless and until it has purchased the account.

                   (7) For  Recourse  Accounts  for both Rhodes and Room Stores,
Rhodes  shall  establish  and  maintain  a reserve  or secure  and  maintain  an
irrevocable  letter  of  credit  in  favor  of BNB USA for as long as a  balance
remains  on any  Recourse  Account  owned by BNB USA.  The  reserve or letter of
credit  must be in a form  acceptable  to BNB USA in the  amount of 2.5  million
dollars or 25% of the total  receivables  outstanding  from  Recourse  Accounts,
whichever is greater. The reserve or letter of credit shall be

(page 124)
reevaluated  on a  quarterly  basis,  and at  any  other  time  upon  BNB  USA's
reasonable  request,  and  if  necessary,   shall  be  immediately  adjusted  in
accordance  with this Section  9(D)(7).  BNB USA may also request an increase in
the reserve or letter of credit above 25% of the total  receivables  outstanding
from  Recourse  Accounts  to the extent its actual or  projected  losses for the
Second Look Program exceed 25%.

                   (8) Upon thirty (30) days advance written notice,  either BNB
USA or Merchant may elect to terminate the Second Look  Program.  If the Program
is terminated,  no declined account applications may be reviewed and approved on
a secondary basis. However,  existing Recourse Accounts will still be subject to
the special  guidelines in this Section 9(D),  which will remain in effect until
no Recourse Accounts are owned by BNB USA.

10.      Remedies for Breach of a Representation, Covenant, Warranty, or
Guideline by Merchant.  In addition to any remedies at law or equity,
upon the occurrence of a breach of a representation, covenant, warranty
or guideline by Merchant:

         (A)  Merchant  shall  hold BNB USA  harmless  from any  claim or demand
arising out of this Agreement. If any claim is asserted against BNB USA, BNB USA
may retain  attorneys of its own  selection to represent  BNB USA at  Merchant's
expense. BNB USA shall direct the defense of the claim; provided,  however, that
BNB USA shall not  compromise  or settle  any such claim or demand  without  the
prior written  approval of Merchant,  which approval  shall not be  unreasonably
withheld.

         (B) Merchant  shall  repurchase  at BNB USA's  request a Sales Slip not
paid or subject to a payment dispute because of the breach, by paying the unpaid
balance due from the Customer,  plus interest  equal to the rate that would have
been charged to the Customer, beginning on the thirtieth (30) day after the date
of the Sales Slip.

         (C) BNB USA may offset an amount  determined  by BNB USA from any funds
owed  Merchant by BNB USA after BNB USA first  requests that such amount be paid
voluntarily and Merchant does not pay such amount within seven (7) days.

         (D) BNB USA may  terminate  this  Agreement  if the breach is material;
provided,  however,  that BNB USA may only terminate this Agreement  pursuant to
this Section 10(D) after it has given Merchant notice of its intent to terminate
hereunder  and Merchant has failed to cure its breach within thirty (30) days of
said notice.

11.      BNB USA Covenants.

         (A) During the term of this Agreement, BNB USA will comply with and has
complied  with the terms and  conditions  of this  Agreement and any addenda and
schedules applicable to this Agreement.

(page 125)
         (B) During the term of this Agreement,  BNB USA shall permit Merchant's
representatives  at any  reasonable  time to examine  BNB USA books and  records
relating to transactions  contemplated  hereunder and make copies of those books
and records.

12.      BNB USA Warranties.

         (A) To BNB  USA's  knowledge,  the  Customer  has no claim  or  defense
against BNB USA which said  Customer  may be  entitled by law to assert  against
Merchant.

         (B) In connection  with its performance  under this Agreement,  BNB USA
has complied with all applicable laws and regulations.

         (C) BNB USA  presently  intends to stay in business  and to continue to
operate  its  business  in  substantially  the same  manner  as it has  operated
immediately prior to the date of this Agreement,  and it has no knowledge of any
facts which would indicate otherwise. BNB USA presently intends (a) not to apply
for or agree to the  appointment  of a receiver  or trustee  in  liquidation  of
Merchant  or any of its  assets,  (b) not to make a general  assignment  for the
benefit of  creditors,  (c) not to file a voluntary  petition in bankruptcy or a
petition  seeking  reorganization  or an arrangement  with  creditors  under any
bankruptcy  law, and (d) not to be  adjudicated a bankrupt  under any bankruptcy
law.  BNB USA also has no  knowledge  of any other  party  that  intends  or has
threatened to file an involuntary petition in bankruptcy against BNB USA.

13.      Remedies for Breach of a Covenant or Warranty by BNB USA.  In the
event of a breach of a covenant or warranty by BNB USA:

         (A) BNB USA  shall  hold  Merchant  harmless  from any  claim or demand
arising  out of this  Agreement.  If any  claim is  asserted  against  Merchant,
Merchant may retain attorneys of its own selection to represent  Merchant at BNB
USA's  expense.  Merchant  shall  direct the  defense  of the  claim;  provided,
however,  that Merchant  shall not compromise or settle any such claim or demand
without the prior  written  approval  of BNB USA,  which  approval  shall not be
unreasonably withheld.

         (B)  Merchant  may offset the amount due based on mutually  agreed upon
operating  procedures  from any funds owed BNB USA by  Merchant  after  Merchant
first requests that such an amount be paid  voluntarily and BNB USA does not pay
such amount within seven (7) days.

         (C) Merchant  may  terminate  this  Agreement if the breach is material
immediately  upon notice;  provided,  however,  that Merchant may only terminate
this Agreement pursuant to this Section 13(C), after it has given BNB USA notice
of its intent to terminate  hereunder  and BNB USA has failed to cure its breach
within thirty (30) days of said notice.

(page 126)
14. New Account  Approval by BNB USA. In the ordinary  course of business,  SNAP
will provide Merchant with credit decisions for purchases in typically less than
two minutes. Upon successful data entry of the required information by Merchant,
BNB USA's SNAP will perform functions similar to the following functions:

                   * Duplicate  screen  validation  file * Pre-bureau  guideline
                   screen * In-house credit scoring (CAP)
                   * Credit Bureau Bankruptcy model scoring (BAP) or other risk
model scoring
                   * Post-bureau guideline screen
                   * Credit limit assignment

15.      Credit Scoring.  Generally, the following provisions relating to
credit scoring will be followed by BNB USA.  These provisions, however,
may be modified by BNB USA over the term of the Agreement.

         (A)  BNB USA  shall  obtain  credit  reports  in  connection  with  all
applications passing the Operational Guidelines. Three major credit bureaus will
be used with each zip code being  assigned a primary,  secondary  and  emergency
back-up credit bureau.

         (B) All applications are credit scored using BNB USA's in-house scoring
model. BNB USA's scoring model, referred to as CAP, is comprised of 12 scoreable
characteristics,  eight of which are based on information  from the  application
and four of which are based upon information from the credit report. CAP cutoffs
will be  customized  for  Merchant  and will  differ  based  upon the age of the
applicant.

         (C) BNB USA shall utilize all three of the credit  bureaus'  bankruptcy
score  models or other risk  scoring  models.  BNB USA's risk  scoring  model is
referred to as FICO. FICO score cutoffs will be customized for Merchant and will
vary based upon the  applicant's  age, depth of credit file,  type of residence,
and/or other determining criteria.

16. Credit Limit Assignment.  Credit limits are assigned by BNB USA by utilizing
a matrix  approach that currently  considers the  applicant's  age,  credit file
depth, type of housing,  income, and the credit bureau bankruptcy score. For the
first ninety (90) days after the  Effective  Date, it is BNB USA's intent not to
change the credit limits solely as a result of the bankruptcy  score obtained on
the Customers;  provided,  however, that BNB USA may change the credit limits if
circumstances  warrant  such a change.  BNB USA will make a good faith effort to
approximate  Merchant's  matrix approach in assigning  credit limits;  provided,
however,  that BNB USA may change such approach if circumstances  warrant such a
change.  Applications  are  referred to a credit  analyst  when the  recommended
credit is less than the amount requested. When SNAP

(page 127)
approves  an  application,  an account  number and credit  limit is  immediately
established and returned to store personnel.

17.      Credit Line Processing.  Credit Line Processing by BNB USA is
available during the same hours as new account processing to handle
credit line increases and questions regarding credit decisions.

18.      Payment to Merchant.

         (A) BNB USA shall  transfer  funds in the  normal  course  of  business
through the Automated Clearing House (ACH) system to such bank account as may be
designated by Merchant in payment for Net Sales Slips,  net of  adjustments,  on
the date  following  the date of receipt of evidence  of the sales  transaction,
provided Merchant completes the transmission of sales data by 10:00 p.m. Eastern
Time.

         (B) A detailed  settlement  report by store number will  accompany  the
payment. The report will include the following:
                   -  Posted   transactions   detail  and   summary  -  Rejected
                   transactions    detail   and   summary   -    Reject/Re-entry
                   transactions  detail  and  summary -  Chargeback  detail  and
                   summary

Rejected  transactions  will  be  sent  directly  to  Merchant  for  correction;
corrected  entries  may be  retransmitted  to  BNB  USA  for  posting.  If  this
information  has  been  posted  successfully,  it  will  appear  on  the  Posted
Transaction Detail and Summary portion of the report.

19.      Settlement Processing.  BNB USA's Settlement Processing Staff is
available Monday through Friday, 9:00 a.m. to 5:00 p.m. Eastern Time, to
respond to Merchant's inquiries regarding settlement, reconciliation,
payment and program service.

20.      Customer Service for Cardholders.

         (A) The Customer  Service  Department  will service both  telephone and
written inquiries generated by Merchant's  cardholders.  Merchant's  cardholders
will utilize a unique toll-free  number.  Billing  statements for all cardholder
accounts  will be mailed  normally  within two days of statement  date.  BNB USA
Customer  Service  Representatives  are  trained  to  provide  service  in  both
telephone and written  inquiries,  with specific  representatives  designated to
perform certain functions within the department.

         (B)       Customer Service Representatives will be on duty to receive
cardholder calls from 8:00 a.m. until 8:00 p.m. Eastern Time, Monday
through Friday.  Automated account information, including account
balance, credit limit, available credit, date and amount of last payment,

(page 128)
amount due and due date of next payment, are available from 8:00 a.m.
until Midnight (Monday through Saturday) and 8:00 a.m. until 10:00 p.m.
Sundays.  This information is provided through a voice response system
which interfaces with BNB USA's operating system and accesses account
information after it has been entered through a touch tone telephone.

         (C) Service  response  levels are  tracked  through the use of the AT&T
Call  Management  System.  This system  provides for  reporting of  departmental
performance  at half hour  intervals  during the day and gives  updates every 10
seconds on current  performance  (number  of calls in queue,  agents  available,
oldest call waiting, number of calls abandoned,  etc.). The system also provides
daily statistical  information on each representative  including number of calls
handled,  average talk time,  percentage of time spent on calls, and total hours
staffed.  Reporting for virtually any time period is easily  accessible  through
the system.  Service  targets for the  department  are to answer each call in 25
seconds or less and to service a minimum of 95% of all agent  calls  received on
Mondays and 97% of all calls for the remainder of the week.

         (D) A  correspondence  and research item tracking system is utilized to
insure that any cardholder  dispute or inquiry which requires  investigation  is
tracked until resolved.  Basically,  any inquiry (either written or received via
telephone) which requires  research is entered into the system. It is assigned a
tracking  number which  identifies it by type of inquiry and date received.  The
item  remains  in the  system  until it has been  resolved.  Items  which do not
require research (account updates, insurance cancellation, etc.) are batched and
processed on a first-in,  first-out basis. At Merchant's request, an agreed upon
procedure will be put into place to allow designated representatives of Merchant
to handle customer disputes in conjunction with BNB USA.

         (E) If there is a Customer  dispute relating to the quality or quantity
of  Merchandise  or resulting from anything other than an act or omission of BNB
USA,  and interest is waived  because of that  Customer  dispute,  BNB USA shall
charge the  interest  waived,  which  Merchant  agrees to pay,  beginning on the
thirtieth  day  after  the  date of the  Sales  Slip and  ending  on the date of
payment.

21.      Marketing.

         (A)  Merchant  agrees to market the private  label  credit card program
contemplated  hereunder to its Customers in substantially  the same manner as it
has done for the two years  previous to the  Effective  Date of this  Agreement.
Examples of marketing  promotions to be performed by Merchant  include,  but are
not limited to, the "Not One Penny More"  Promotion,  the Credit Limit  Increase
Promotion and the Purchase Power Certificates Promotion.

         (B) At Merchant's  reasonable request, the following marketing services
will be provided by BNB USA at no additional cost to Merchant:

(page 129)
                   (1)  Customized  credit  cards,   credit  card  carriers  and
applications.  In  connection  therewith,  Merchant  will  provide  camera ready
artwork within size specifications.
                   (2) Lists  and/or  mailing  labels of  Merchant  cardholders.
These  lists  can be  provided  on  paper,  floppy  disk or  magnetic  tape.  As
requested, special criteria can be used to pull specific Customer groups such as
zero balance accounts or Customers with a specific line of credit available.

                   (3)  Customized  billing  statements  which host the Merchant
logo. A description of merchandise can be generated on the Customer statement if
department  codes  or SKU  descriptions  are  captured  and  provided  on  daily
transmissions.

                   (4)  Statement  messages,  including  messages  which  notify
Customers of sale dates,  sale items and special  features,  and also which send
good  wishes  for a  particular  holiday.  A message  may be sent with up to 220
characters.

                   (5) Statement inserts.  Two inserts per statement are
allowed.  Legal disclosures will take precedence over statements.

                   (6) An extensive series of management reports,  which include
monthly and year-to-date data. BNB USA will provide special management  reports,
such as zero-balance  activation  reports or frequent user reports.  Reports are
available in hard copy,  magnetic  tape, and floppy disk, and mailing labels can
also be provided.

         (C) BNB USA can  coordinate  a direct mail  program,  from  obtaining a
mailing list to processing  and tracking  responses.  The cost of such a program
will be paid as mutually agreed between the parties.

22.      Terms of Cardholder Agreements.

         (A) A factor  of not more  than  2.8% of the  amount  financed  or $10,
whichever is greater,  is used to determine a Customer's  monthly  payment.  The
Customer payment does not change in tandem with the balance.

         (B) An annual  percentage  rate of the  Prime  Rate of BNB USA plus not
more than  13.4% will be  charged  using the  two-cycle  average  daily  balance
method. The minimum annual percentage rate, however, shall be 18.9%.

23.      Term and Termination of the Agreement.

         (A) Term.  This  Agreement  shall become  effective on May 1, 1997 (the
"Effective Date") and shall terminate one hundred eighty (180) days after either
party  provides  notice to the other party of its  intention to  terminate.  The
termination of this Agreement shall not terminate, affect

(page 130)
or impair any rights,  obligations  or  liabilities of either party hereto which
may  accrue  prior  to such  termination  or  which,  under  the  terms  of this
Agreement, continue after the termination.

         (B) Notwithstanding the foregoing, if a bankruptcy filing is made by or
against Merchant,  all of Merchant's  obligations to BNB USA shall, at BNB USA's
option, become immediately due and payable, and BNB USA shall have the option to
terminate this Agreement  immediately.  Further, if there is any material change
in any law or regulation or in the operation,  assets,  condition  (financial or
otherwise),  business or  ownership  of  Merchant,  BNB USA may  terminate  this
Agreement upon written notice, such termination to be effective thirty (30) days
after delivery of such notice.  In the event of termination,  BNB USA shall have
no further obligation to Merchant and may cease purchasing Sales Slips.

         (C) Upon  termination,  BNB USA agrees to  purchase  those  Sales Slips
properly  generated  as a  result  of  transactions  prior  to  or  on  date  of
termination,   and  Merchant's   representations,   covenants,   warranties  and
undertakings  with  respect to all Sales Slips  purchased on or before such date
shall  remain in full  force and  effect.  Upon  termination,  all Sales  Slips,
cardholder  agreements,  and  other  documents  provided  by BNB  USA for use in
connection with the program contemplated hereunder then in Merchant's possession
shall be  returned  to BNB USA.  The right of  Merchant to make sales and to use
advertising  displays,  Sales Slips, and other items and materials developed for
use in the program  shall  continue  only so long as this  Agreement  remains in
effect  and  unterminated.  Termination  of this  Agreement  will not in any way
relieve Merchant of its obligations hereunder.

         (D) Merchant shall honor, unless BNB USA directs otherwise,  the credit
card for cardholders existing on the date of termination who are covered by this
Agreement after  termination of this Agreement until all accounts are liquidated
or until twelve (12) months after  termination of this  Agreement,  whichever is
sooner (the "Liquidation  Period").  If the credit card is so honored during the
Liquidation Period, the pertinent  provisions of this Agreement relating thereto
shall survive termination.

24.  Securitization.  BNB USA shall  have the right to  securitize  and sell the
portfolio or any part  thereof by itself or as part of a larger  offering at any
time;  provided,  however,  that BNB USA shall retain the  servicing  rights and
obligations of the portfolio  during the term of this  Agreement.  BNB USA shall
give prior notice to Merchant if it intends to securitize and sell the portfolio
hereunder.

25. Merger with, Consolidation with, or Purchase of, a Retailer of Furniture. If
Rhodes proposes to merge with, consolidate with, or purchase the stock or assets
of, another retailer of furniture,  Rhodes will first contact BNB USA to inquire
as to whether BNB USA would have an interest in purchasing  the  receivables  of
that  retailer of  furniture.  Rhodes will not contact any other third party for
the purpose of inquiring as to whether that party has an interest in  purchasing
such

(page 131)
receivables  until  notified  by BNB  USA  that  BNB  USA is not  interested  in
purchasing such  receivables.  If BNB USA proposes to purchase said  receivables
after  investigation,  BNB USA must so notify  Rhodes within thirty (30) days of
the date BNB USA was notified of the proposed  purchase by Rhodes. If BNB USA is
first notified of a possible  purchase of such receivables  through Rhodes,  BNB
USA agrees that it may only purchase such receivables through Rhodes.

26.      Credit Insurance.

         (A) Payment of Premiums.  Rhodes has entered  into an Agency  Agreement
with Union Security Life Insurance Company ("Union Security"), dated as of April
1, 1979, as amended, and another Agency Agreement with Union Security,  dated as
of April 1, 1979, as amended,  and an Agency Agreement with Union Security dated
as of August 1, 1984, as amended,  an Insurance Service Agreement with Bonnie S.
Connel,  dated as of August 1, 1984, as amended,  and an Agency  Agreement  with
American  Bankers  dated as of November 1, 1994  (collectively,  the  "Insurance
Agreements"), which are the only credit life insurance agreements between Rhodes
and any insurance  carriers in effect at the Effective  Date of this  Agreement,
under which Rhodes is obligated to remit credit insurance premiums received from
its Customers to Union  Security and American  Bankers.  After the Closing Date,
BNB USA shall remit any insurance  premiums received to Rhodes, and Rhodes shall
remit those premiums directly to Union Security and American Bankers.
         (B)  Right  of  First  Refusal.  BNB  USA is  affiliated  with  certain
corporations that provide  credit-related  insurance  ("Affiliates").  If Rhodes
proposes  to  terminate  any of the  Insurance  Agreements  and  enter  into  an
agreement  with a  third  party  to  provide  credit-related  insurance  for its
customers,  BNB USA's  Affiliates  shall  have the  right to enter  into such an
agreement on the same terms and conditions as offered to the third party. Within
fifteen (15) days after receipt of a bona fide offer from a third party,  Rhodes
shall  notify BNB USA's  Affiliates,  as then  designated  by BNB USA, and those
Affiliates  may exercise the right  granted  hereunder by written  notice within
fifteen (15) days after receipt of said notice from Rhodes.

27.      Miscellaneous.

         (A) Notices.  Notices are effective when mailed,  postage  prepaid,  by
registered  or  certified  mail,  return  receipt  requested,  to the last known
address of either Merchant or BNB USA.

         (B) Binding Effect.  This Agreement shall bind Merchant and BNB USA and
their successors or assigns;  provided,  however, that this Agreement may not be
assigned by either party without the written consent of the other parties.

(page 132)
         (C)  Attorney's  Fees.  In the  event  either  party  institutes  legal
proceedings to enforce its rights under this  Agreement,  the  successful  party
shall be entitled to reasonable attorney's fees from the other party.

         (D)  Changing  this  Agreement.  BNB USA shall have the right to change
this  Agreement and any  applicable  schedule at any time by mailing  Merchant a
written  notice at least  ninety  (90) days  before  the  changes  are to become
effective.  Merchant  hereby  agrees to abide by any  changes  made that are not
material.  Merchant  shall  only have the  right to  accept  or reject  material
changes within  forty-five  (45) days after receipt of notice.  If Merchant does
not respond in the forty-five (45) day period, such material changes will become
effective. In the event that Merchant rejects material changes in the forty-five
(45) day period,  such changes will not be made, and BNB USA may, at its option,
terminate this Agreement  immediately  upon notice at the end of the ninety (90)
day (or longer) notice period.

         (E) Grant of  Authority.  Merchant  authorizes  and grants its power of
attorney  to BNB USA to endorse  Merchant's  name upon  and/or to deposit in BNB
USA's  account  any check,  money  order,  or other  forms of payment  made by a
Customer on a BNB USA account.

         (F)  Entire  Agreement.  This  Agreement  (including  any  Addenda  and
Schedules)  expresses  the entire  agreement  of BNB USA and Merchant and may be
changed or supplemented only as set forth in Section 27(D) above.

         (G) Snap Center.  During the term of this Agreement,  BNB USA will make
SNAP available to Merchant seven (7) days a week during the following hours:

                   Monday - Saturday   8:00 a.m. - 12:00 Midnight Eastern Time
                   Sunday             10:00 a.m. - 9:00 p.m. Eastern Time

                   Should the SNAP  Center be  unavailable,  BNB USA will not be
held  responsible  for any  losses  that  Merchant  might  suffer as a result of
non-access to SNAP.

         (H) Authorization Facility.  During the term of this Agreement, BNB USA
will make the Authorization Facility available to Merchant. Merchant will remain
solely responsible for any appropriate maintenance service necessary to maintain
in working order the credit authorization  terminals and data processing systems
located in Merchant's branches.  Merchant will remain solely responsible for any
damage or loss borne by such  terminals  and systems.  Should any state or local
sales or use taxes, or taxes of a similar nature be levied on the access granted
by BNB USA to Merchant,  Merchant shall be responsible for payment of such taxes
whether directly to the taxing authority or as reimbursement to BNB

(page 133)
USA. BNB USA shall not be held  responsible  for any losses that Merchant  might
suffer  as a  result  of  non-access  to  the  Authorization  Facility.  If  the
Authorization Facility is unavailable, BNB USA shall provide authorization via a
toll  free  telephone  number.  A voice  response  authorization  system is also
available  as  a  back-up  to  the  electronic   authorization   process.  Voice
authorization is available seven days a week during the following hours:

                   Monday - Saturday   8:00 a.m. - Midnight Eastern Time
                   Sunday              9:00 a.m. - Midnight Eastern Time

         (I) BNB USA will  install a dedicated  line and a  connecting  modem at
Merchant's headquarters at no additional cost to Merchant.

         (J) Sale or  Exchange  of  Account  Information.  Merchant  shall  not,
without BNB USA's consent, sell, provide, or exchange account information in the
form of imprinted sales slips,  carbon copies of imprinted sales slips,  mailing
lists,  tapes, or any other media obtained by reason of a transaction  hereunder
to any  third  party  other  than to (i)  Merchant's  agent for the  purpose  of
assisting  Merchant in connection  with the BNB USA revolving  credit program or
pursuant to a government request, (ii) Bencharge or another third party pursuant
to Section 2, or (iii) the credit insurer(s) on the cardholders' accounts.

         (K)       Advertising and Promotional Material.

                   (1) Any  advertising  related to BNB USA credit programs that
is descriptive of terms must be reviewed and authorized in writing by BNB USA.

                   (2) Promotional  advertising materials should be displayed in
highly visible locations throughout the place(s) of business.

                   (3) Customization of promotional and advertising materials or
the use of BNB USA logos and service  marks must be reviewed and  authorized  in
writing by BNB USA and Merchant,  which  authorization by either party shall not
be unreasonably withheld.

                   (4) Customized  promotional and advertising materials must be
updated whenever updates to the related non-customized materials are made by BNB
USA.

         (L) Right to Remove An Account:  BNB USA reserves the right to remove a
Customer's revolving credit account from its system after a period of inactivity
of twenty-four (24) months or on any other reasonable basis.

         (M)       Acceptance of Payments: Merchant may solicit and accept a
payment made by a Customer on a BNB USA account; provided, however, that

(page 134)
if Merchant accepts such a payment,  Merchant shall either (i) notify BNB USA of
its acceptance of such payment, whereupon BNB USA shall deduct such payment from
the funds which would be  transferred  to Merchant in  accordance  with  Section
18(A); provided, however, that this option (i) may only be chosen by Merchant if
there are  sufficient  funds from which a deduction  may be made, or (ii) within
three (3) days of acceptance, remit to BNB USA such payments; provided, however,
that Merchant may no longer solicit and accept payments hereunder if notified to
cease doing so by BNB USA.

         (N) Effect of  Statutes  and  Regulations.  Notwithstanding  any of the
provisions of the Agreement to the contrary,  this Agreement  shall be deemed to
be amended to conform with the  applicable  laws of the State of Delaware and of
the United States, now or hereafter enacted or decided,  or as amended from time
to time, and all rules and regulations from time to time  promulgated  under the
authority of such laws.

         (O) Solicitation.  Merchant authorizes BNB USA to do the following:  1)
solicit a Customer for any other products or services BNB USA offers; 2) provide
information on a Customer's account, consumer report information,  and any other
information  BNB USA may have about a Customer to affiliates,  subsidiaries,  or
agents for possible  solicitation for financial products or services they offer.
However,  upon a Customer's  written request to the address shown on his monthly
billing  statement,  BNB USA will not make this type of  information  about that
Customer available to others.

         (P) Trademarks and Licenses. During the term of this Agreement, BNB USA
is authorized to use Merchant's tradenames,  trademarks,  or servicemarks in its
advertising,  signs, brochures,  credit cards, forms and the like, provided that
BNB USA uses such  tradenames,  trademarks,  or servicemarks  only in connection
with the financing program contemplated by this Agreement in a manner consistent
with the preservation of such rights under any applicable law, upon the approval
of  Merchant,  which  approval  shall  not be  unreasonably  withheld.  BNB  USA
recognizes that at the end of the Liquidation  Period, BNB USA shall immediately
cease  and  discontinue  to use any of  Merchant's  tradenames,  trademarks,  or
servicemarks  and  shall  have no  interest  or right  to use any of  Merchant's
tradenames, trademarks, or servicemarks for any purpose thereafter, except as to
collection of accounts.

         (Q)  Applicable  Law.  To the  extent  federal  law does not  otherwise
govern,  this Agreement will be governed by and  interpreted in accordance  with
the laws of the State of Delaware.

(PAGE)


Dated:    May 12, 1997

(page 135)
RHODES, INC.

By: /s/ Joel H. Dugan
         (signature of officer)

Title:
          Senior Vice President

Address:
          4370 Peachtree Rd.
          Atlanta, GA 30319


H Y ROOM STORES, INC.

By: /s/ Roy B. Goodman
         (signature of officer)

Title:
          Senior Vice President

Address:
          2235 Staples Mill Rd.
          Richmond, VA 23230


BENEFICIAL NATIONAL BANK USA

By: /s/ Richard Klesse
         (signature of officer)

Title:
          Executive Vice President

Address:
          200 Beneficial Center

          Peapack, NJ 07977

(page 136)
Schedule A

I.       Standard Plan.  The purchase price for Net Sales Slips under the
Standard Plan shall be the unpaid balance of the Amount Financed due from
a Customer to Rhodes plus a participation of 1.40%.

II.      90 Days - Same as Cash with Payments Plan.  The purchase price for
Net Sales Slips under the 90 Days - Same as Cash with Payments Plan shall
be the unpaid balance of the Amount Financed due from a Customer to
Rhodes less a discount of 1.05%.

III.     90 Days - Same as Cash without Payments Plan.  The purchase price
for Net Sales Slips under the 90 Days - Same as Cash without Payments
Plan shall be the unpaid balance of the Amount Financed due from a
Customer to Rhodes less a discount of 1.05%.

IV.      180 Days - Same as Cash with Payments Plan.  The purchase price for
Net Sales Slips under the 180 Days - Same as Cash with Payments Plan
shall be the unpaid balance of the Amount Financed due from a Customer to
Rhodes less a discount of 1.26%.

V.       180 Days - Same as Cash without Payments Plan.  The purchase price
for Net Sales Slips under the 180 Days - Same as Cash without Payments
Plan shall be the unpaid balance of the Amount Financed due from a
Customer to Rhodes less a discount of 1.64%.

VI.      12 Months - Same as Cash with Payments Plan.  The purchase price
for Net Sales Slips under the 12 Months - Same as Cash with Payments Plan
shall be the unpaid balance of the Amount Financed due from a Customer to
Rhodes less a discount of 5.94%.

VII.     12 Months - Same as Cash without Payments Plan.  The purchase price
for Net Sales Slips under the 12 Months - Same as Cash without Payments
Plan shall be the unpaid balance of the Amount Financed due from a
Customer to Rhodes less a discount of 4.24%.

VIII. 24 Months - Same as Cash with Payments  Plan.  The purchase  price for Net
Sales Slips under the 24 Months - Same as Cash with  Payments  Plan shall be the
unpaid  balance of the Amount  Financed  due from a  Customer  to Rhodes  less a
discount of 15.90%.

IX.      6 Months Deferred Payment and Interest Plan.  The purchase price
for Net Sales Slips under the 6 Months Deferred Payment and Interest Plan
shall be the unpaid balance of the Amount Financed due from a Customer to
Rhodes less a discount of 6.35%.

X.       90 Days - No Interest and No Payment Plan.  The purchase price for
Net Sales Slips under the 90 Days - No Interest and No Payment Plan shall
be the unpaid balance of the Amount Financed due from a Customer to
Rhodes less a discount of 1.59%.

(page 137)
XI.      120 Days - No Interest and No Payment Plan.  The purchase price for
Net Sales Slips under the 120 Days - No Interest and No Payment Plan
shall be the unpaid balance of the Amount Financed due from a Customer to
Rhodes less a discount of 2.12%.

XII.     180 Days - No Interest and No Payment Plan.  The purchase price for
Net Sales Slips under the 180 Days - No Interest and No Payment Plan
shall be the unpaid balance of the Amount Financed due from a Customer to
Rhodes less a discount of 6.35%.

XIII.  Payment  to BNB USA by  Rhodes  or to  Rhodes  by BNB USA Based on Volume
Generated  under the 12 Months - Same as Cash Plan.  On or around  July 1, 1995,
BNB USA shall calculate the volume  generated under the 12 Months - Same as Cash
Plan for June,  1994, and the percentage of volume under that Plan that has been
paid in full within the  specified  time period (12  months).  This  calculation
shall be repeated each  subsequent  month for volume  generated  under this plan
through  December 31, 1996.  After the  calculation is completed,  BNB USA shall
promptly  pay Rhodes the  following  amounts  rounded  off to the nearest of the
following percentages:

         A.        If the percentage of volume that has been paid in full is at
least 35% but less than 45%, neither party will be required to pay the
other party under this Section XIV.

         B. If the  percentage of volume that has been paid in full is less than
35%, BNB USA shall promptly pay Rhodes the following  amounts rounded off to the
nearest of the following percentages:

                   Percentage Payoff                         Amount Owed
                   30%                                        .96% of volume
                   20%                                       1.91% of volume
                   10%                                       2.86% of volume
                    0%                                       3.81% of volume

         C. If the  percentage  of  volume  that has been paid in full is 45% or
more,  Rhodes shall promptly pay BNB USA the following amount rounded off to the
nearest of the following percentages:

                   Percentage Payoff                         Amount Owed
                   100%                                      5.71% of volume
                    90%                                      4.75% of volume
                    80%                                      3.80% of volume
                    70%                                      2.85% of volume
                    60%                                      1.90% of volume
                    50%                                       .95% of volume

XIV.     Payment to BNB USA by Rhodes or to Rhodes by BNB USA Based on
Volume Generated under the 24 Months - Same as Cash Plan.  On or around
October 1, 1994, BNB USA shall calculate the volume generated under the

(page 138)
24 Months - Same as Cash Plan for September,  1992, and the percentage of volume
under that Plan that has been paid in full within the specified  time period (24
Months).  This  calculation  shall be repeated each subsequent  month for volume
generated  under this plan through  December 31, 1996.  After the calculation is
completed,  BNB USA shall promptly pay Rhodes the following  amounts rounded off
to the nearest of the following percentages:

                   Percentage Payoff                         Amount Owed
                   100%                                          0% of volume
                    90%                                       1.61% of volume
                    80%                                       3.23% of volume
                    70%                                       4.84% of volume
                    60%                                       6.45% of volume
                    50%                                       8.07% of volume
                    40%                                       9.68% of volume
                    30%                                      11.30% of volume
                    20%                                      12.91% of volume
                    10%                                      14.52% of volume

XV.   Adjustments  to  Credit  Criteria  or  Purchase  Price  for  Sales  Slips.
Periodically,  BNB USA  will  monitor  the  delinquency  roll  rates  and  score
distributions  to determine if net  charge-offs are projected to be greater than
5%  of  the  loans  outstanding.   If  the  delinquency  roll  rates  and  score
distributions are projected to be more than 5% of the loans outstanding, BNB USA
and  Merchant  shall  enter  into good  faith  discussions  to adjust the credit
criteria or the premium or discount percentages,  or a combination of both, that
apply to the purchase price for Net Sales Slips under Sections I through XII. If
the parties  cannot agree on an adjustment to the credit  criteria or premium or
discount  percentages  within  thirty  (30)  days  after  notice by BNB USA of a
proposed adjustment  hereunder,  BNB USA may change said criteria or percentages
in its discretion upon notice to Merchant.

XVI.     Accounting.  BNB USA shall provide to Rhodes an accounting of the
total purchase price paid for all Net Sales Slips submitted under each
Plan on a monthly basis.

XVII. Credit Card Enhancement Programs.  BNB USA may not contract with any third
party to provide credit card enhancement  programs to the  cardholders,  such as
travel programs and credit card registration programs, without the prior written
approval of Merchant, which approval shall not be unreasonably withheld. BNB USA
agrees to  negotiate  with  Merchant  on the amount of the net income  from such
programs that BNB USA will remit to Merchant if BNB USA contracts  with any such
third party in accordance with this Section XVII. If the parties cannot agree on
the amount to be remitted to  Merchant  by BNB USA,  BNB USA shall not  contract
with that third party or parties to provide said programs.

(page 139)
XVIII. Payment to Merchant for Approved Applications. BNB USA shall pay Merchant
the  amount  of $4.00  for  each  new  application  submitted  pursuant  to this
Agreement  which BNB USA  approves.  Within the first ten (10)  business days of
each month, BNB USA shall calculate and pay Merchant for the prior month's total
of such approved  applications.  Second Look applications are excluded from this
calculation.