<PAGE>
 
                                                                   Exhibit 10.32


                               January 15, 1996



Congress Financial Corporation (Northwest)
101 S.W. Main Street, Suite 725
Portland, OR 97204

                       Re:   Eleventh Amendment to Accounts Financing Agreement
                             --------------------------------------------------

Ladies and Gentlemen:

          This Eleventh Amendment to Accounts Financing Agreement, dated as of
the 15th day of January, 1996 (this "Amendment") is for the purpose of amending
the Accounts Financing Agreement [Security Agreement] which we entered into on
or about December 20, 1990, as it has been previously amended (the "Accounts
Financing Agreement").

          For valuable consideration, receipt and sufficiency of which are
acknowledged, we agree as follows:

1.   A new Section 2.7 is hereby added to the Accounts Financing Agreement as
follows:

               "2.7 In addition to amounts otherwise available under the
               formulas described above, and notwithstanding the Maximum Credit
               limit, you will temporarily allow us an overadvance of up to the
               lesser of (i) fifty percent of the market value of that certain
               real property in Lynnwood, Washington, more fully described in
               Exhibit C hereto (the "Lynnwood Property") as established by an
               MAI appraisal satisfactory to you; or (ii) $1,000,000 (the lesser
               of (i) or (ii) being referred to hereinafter as the "Overadvance
               Limit").  All overadvance amounts shall bear interest at the rate
               prescribed in Section 3 hereof.  The Overadvance Limit will be
               reduced by the following amounts, and any overadvance amounts in
               excess of such reduced Overadvance Limit must be repaid, on the
               dates listed below:
<PAGE>
 
Congress Financial Corporation (Northwest)
January 15, 1996
Page 2

<TABLE>
<CAPTION>
 
                    Date       Reduction Amount
                    ----       ----------------
                    <S>        <C>
 
                    2/29/96            $575,000
 
                    3/31/96            $ 75,000
 
                    4/30/96            $100,000
 
                    5/31/96            $250,000
</TABLE>

provided, however, that notwithstanding the provision for elimination of the
overadvance on May 31, 1996, all Obligations, including the overadvance, will be
due and payable on April 30, 1996 in the event the Accounts Financing Agreement
is not extended beyond that date.

2.   A new section 4.3 is hereby added to the Accounts Financing Agreement as
follows:

               "4.3 In addition to the security interest granted in Section 4.1
               hereof, we shall execute and deliver to you a first Deed of Trust
               on the Lynnwood Property (the "Deed of Trust") in form
               satisfactory to you to secure the prompt performance, observance
               and payment in full of all Obligations.  Upon payment in full of
               the overadvance provided in Section 2.7 hereof, including all
               accrued interest thereon, and provided that there then exists no
               Event of Default, you will reconvey the Lynnwood Property to us.

3.   A new Section 6.11 is hereby added to the Accounts Financing Agreement as
follows:

               "6.11  We own the Lynnwood Property free and clear of any
               mortgages, liens, encumbrances, reservations, restrictions,
               easements or adverse claims of any kind, except as disclosed in
               Schedule 6.11 hereto. Without your prior written consent, we
               shall not sell, lease, transfer or convey all or any portion of
               the Lynnwood Property, or create, assume, incur or permit to
               exist any mortgage, trust deed, lien, security interest or
               encumbrance of any nature in or against the Lynnwood Property
               other than those specifically set forth in Schedule 6.11 attached
               hereto."
<PAGE>
 
Congress Financial Corporation (Northwest)
January 15, 1996
Page 3


4.   Section 8.1 of the Accounts Financing Agreement is hereby amended by
changing the period at the end of the section to a semicolon and by adding the
following:

               "or (h) if there shall be any breach of any covenant,
               representation or warranty contained in the Deed of Trust, or any
               other instrument delivered to you by us in connection with any
               loans hereunder."

5.   For the accommodation described in this Amendment, we agree to pay you a
fee in the sum of $5,000.

6.   To induce you to accept this Amendment, we make the following
representations, warranties, and covenants:

          (a) Each and every recital, representation, and warranty contained in
this Amendment, the Accounts Financing Agreement, and the Deed of Trust is
correct as of the date of this Amendment.

          (b) No event has occurred or is continuing which constitutes or, with
the giving of notice, the passage of time, or both, would constitute, an Event
of Default under the Accounts Financing Agreement.

7.   We shall pay all expenses, including attorney fees, which you incur in
connection with the preparation and implementation of this Amendment and any
related documents.

8.   Except as specifically provided above, the Accounts Financing Agreement
remains fully valid, binding, and enforceable according to its terms.

9.   We waive and discharge any and all defenses, claims, counterclaims, and
offsets which we may have against you and which have arisen or accrued up to the
date of this Amendment.  We acknowledge that you and your employees, agents and
attorneys have made no representations or promises to us except as specifically
reflected in this Amendment and in the written agreements which have been
previously executed.  In this connection, we specifically waive the provisions
of California Civil Code (S) 1542, which provides as follows:
<PAGE>
 
Congress Financial Corporation (Northwest)
January 15, 1996
Page 4


          A general release does not extend to claims which the creditor does
          not know or suspect to exist in his favor at the time of executing the
          release, which, if known by him, must have materially affected his
          settlement with the debtor.
  
                                        Very truly yours,

                                        CARVER CORPORATION


                                        By  /s/ Sandra L. Jenkins
                                           ------------------------------
                                        Its Vice President Finance
                                           ------------------------------

          The undersigned guarantor acknowledges that Congress Financial
Corporation (Northwest) ("Congress") has no obligation to provide it with notice
of, or to obtain its consent to, the terms of this Amendment.  The undersigned
guarantor nevertheless hereby (i) acknowledges and agrees to the terms and
conditions of this Amendment; (ii) acknowledges that its guaranty remains fully
valid, binding and enforceable; and (iii) waives any and all defenses, claims,
counterclaims and offsets against Congress which may have accrued to date.  In
connection with these waivers, the undersigned guarantor specifically waives the
provisions of California Civil Code (S) 1542, which provides as follows:

          A general release does not extend to claims which the creditor does
          not know or suspect to exist in his favor at the time of executing the
          release, which, if known by him, must have materially affected his
          settlement with the debtor.


                                        USS CORPORATION, dba US Sound


                                        By  /s/ John P. World
                                           ------------------------------
                                        Its Secretary
                                           ------------------------------
ACCEPTED AND AGREED:

CONGRESS FINANCIAL CORPORATION (NORTHWEST)


By  /s/ Drew Stawin
   --------------------------
Its Vice President
   --------------------------
c:\dms\007267\00026\0108341.Wp