FIFTH AMENDMENT TO FINANCING AGREEMENT

         This FIFTH AMENDMENT TO FINANCING AGREEMENT (this  "Amendment"),  dated
as of March 23, 2000, is entered into by and among SHARPER IMAGE CORPORATION,  a
Delaware corporation (the "Borrower") and THE CIT GROUP/BUSINESS CREDIT, INC., a
New York  corporation  ("CITBC"),  and amends that certain  Financing  Agreement
dated  September  21,  1994 (as the same is in effect  immediately  prior to the
effectiveness of this Amendment,  the "Existing Financing  Agreement" and as the
same may be amended,  supplemented  or modified and in effect from time to time,
the "Financing Agreement"),  by and between the Borrower and CITBC.  Capitalized
terms  used and not  otherwise  defined  in this  Amendment  shall have the same
meanings in this Amendment as set forth in the Financing Agreement.


                                     RECITAL

         The Borrower has requested  that CITBC amend various  provisions of the
Existing  Financing  Agreement,  and CITBC is  willing  to agree to so amend the
Existing  Financing  Agreement  on the terms and subject to the  conditions  set
forth below.


                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
and  agreements set forth below and other good and valuable  consideration,  the
receipt and  adequacy  of which are hereby  acknowledged,  the parties  agree as
follows:

         Section 1.  Amendments.  On the terms of this  Amendment and subject to
the satisfaction of the conditions precedent set forth below in Section 2.

                  (a) The definition of "Availability" set forth in Section 1 of
the Financing  Agreement is hereby amended by inserting the phrase "and Eligible
Ordered  Inventory"   immediately  after  the  reference  therein  to  "Eligible
Inventory".

                  (b) The definition of "Collateral Management Fee" set forth in
Section 1 of the Financing Agreement is hereby amended by deleting the reference
therein to "$35,000.00" and substituting "$20,000.00" in lieu thereof.

                  (c) The  definition of "Early  Termination  Date" set forth in
Section 1 of the Financing  Agreement is hereby  amended to read in its entirety
as follows:

         "Early  Termination  Date  shall  mean the date on  which  the  Company
terminates this Financing  Agreement or the Line of Credit,  which date is prior
to the eighth Anniversary Date."

                  (d) The  definition of "Early  Termination  Fee', set forth in
Section 1 of the Financing  Agreement is hereby  amended to read in its entirety
as follows:

         "Early  Termination  Fee shall (a) mean the fee  CITBC is  entitled  to
charge the  Company in the event the  Company  terminates  the Line of Credit or
this Financing  Agreement



<PAGE>


on a date prior to the eighth  Anniversary Date (except as otherwise provided in
Section 10 of this Financing Agreement) and (b) be determined by calculating the
sum of (i) the average daily balance of the Revolving  Loans for the period from
the date of this Financing  Agreement to the Early  Termination  Date,  (ii) the
average daily undrawn face amount of the Letters of Credit  outstanding from the
date of this  Financing  Agreement to the Early  Termination  Date and (iii) the
average daily balance of CAPEX Term Loans for the period from the effective date
of the  CAPEX  Term  Loan  Line of  Credit  to the  Early  Termination  Date and
multiplying that sum by (x) one percent (1%) per annum if the Early  Termination
Date occurs  prior to the sixth  Anniversary  Date,  (y)  three-quarters  of one
percent (0.75%) per annum if the Early  Termination  Date occurs on or after the
sixth  Anniversary  Date but  prior to the  seventh  Anniversary  Date;  and (z)
one-half of one percent (0.50%) per annum if the Early  Termination  Date occurs
on or after the  seventh  Anniversary  Date but prior to the eighth  Anniversary
Date, in each case for the number of days from the Early Termination Date to the
eighth Anniversary Date."

                  (e) The  definition of "Line of Credit" set forth in Section 1
of the Financing  Agreement is hereby amended by inserting the following clauses
immediately after clause (e) thereof:

                           "(f) October 1 - December 31, 2003    $33,000,000.00
                           (g)  October 1 - December 31, 2004    $33,000,000.00"

                  (f) The following definitions are hereby added to Section 1 of
the Financing Agreement:

         "Eligible  Ordered  Inventory  shall  mean  the  gross  amount  of  the
Company's  Ordered  Inventory  less  any  reserves  required  by  CITBC  in  its
reasonable judgment and without  duplication.  The amount of such reserves shall
be  determined  solely  by  CITBC  in its  reasonable  business  judgment  using
standards  consistently  applied  by  CITBC.  Such  standards  shall  take  into
consideration  amounts  representing,   historically,  the  Company's  reserves,
discounts, returns, claims, credits and allowances."

         "Ordered  Inventory  shall  mean all  finished  goods  which  have been
ordered but not yet received by the Company and as to which a documentary Letter
of  Credit  supporting  the  Company's   purchase  of  such  finished  goods  is
outstanding."

                  (g)  Section 3,  Paragraph  1 of the  Financing  Agreement  is
hereby amended to read in its entirety as follows:

         "CITBC  agrees,  subject to the terms and  conditions of this Financing
Agreement from time to time, and within x) the  Availability  and y) the Line of
Credit, but subject to CITBC's right to make  "Overadvances",  to make loans and
advances to the Company on a revolving basis, and subject to the limitations set
forth herein, the Company may borrow,  repay and re-borrow Revolving Loans. Such
loan and advances shall be in an aggregate amount not exceeding the sum of:

                  (a) (i) (i) for the  period  from  January I to and  including
September  30 of each  year,  the  lower  of (A)  eighty  percent  (80%)  of the
aggregate  appraised  orderly  liquidation  value of all Eligible  Inventory and
Eligible Ordered Inventory which

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<PAGE>


constitutes  Proprietary  Products Inventory and (B) fifty-five percent (55%) of
the aggregate  cost of all Eligible  Inventory and Eligible  Ordered  Inventor),
which constitutes Proprietary Products Inventory;

                           (ii) for the period from  October 1 to and  including
October 31 of each year,  the lower of (A) eighty percent (80%) of the aggregate
appraised  orderly  liquidation  value of all  Eligible  Inventory  and Eligible
Ordered Inventory which constitutes Proprietary Products Inventory and (B) sixty
percent  (60%) of the  aggregate  cost of all  Eligible  Inventory  and Eligible
Ordered Inventory which constitutes Proprietary Products Inventory; and

                           (iii) for the period from November 1 to and including
December 31 of each year, the lower of (A) eighty percent (80%) of the aggregate
appraised  orderly  liquidation  value of all  Eligible  Inventory  and Eligible
Ordered  Inventory  which  constitutes  Proprietary  Products  Inventory and (B)
sixty-five  percent  (65%) of the aggregate  cost of all Eligible  Inventory and
Eligible Ordered Inventory which constitutes Proprietary Products Inventory;

plus

                  (b)  (i)  for  the  period  from  January  1 to and  including
September  30 of each  year,  the  lower  of (A)  ninety  percent  (90%)  of the
aggregate  appraised  orderly  liquidation  value of all Eligible  Inventory and
Eligible Ordered  Inventory,  other than Proprietary  Products Inventory and (B)
fifty-five  percent  (55%) of the aggregate  cost of all Eligible  Inventory and
Eligible Ordered Inventory other than Proprietary Products Inventory,

                           (ii) for the period from  October 1 to and  including
October 31 of each year,  the lower of (A) ninety percent (90%) of the aggregate
appraised  orderly  liquidation  value of all  Eligible  Inventory  and Eligible
Ordered  Inventory,  other than  Proprietary  Products  Inventory and (13) sixty
percent  (60%) of the  aggregate  cost of all  Eligible  Inventory  and Eligible
Ordered Inventory other than Proprietary Products Inventory; and

                           (iii) for the period from November 1 to and including
December 31 of each year, the lower of (A) ninety percent (90%) of the aggregate
appraised  orderly  liquidation  value of all  Eligible  Inventory  and Eligible
Ordered Inventory,  other than Proprietary Products Inventory and (B) sixty-five
percent  (65%) of the  aggregate  cost of all  Eligible  Inventory  and Eligible
Ordered Inventory other than Proprietary Products Inventory;

provided,  that in no  event  shall  (x) the  aggregate  amount  of  Proprietary
Products  Inventory  computed  pursuant to clause (a) above exceed fifty percent
(50%) of the  aggregate  cost of all Eligible  Inventory  and  Eligible  Ordered
Inventory and (y) the aggregate  amount of Eligible Ordered  Inventory  computed
pursuant to clauses (a) and (b) above exceed $6,500,000."

                  (h) Clause (i) of the first sentence of Section 4, Paragraph 1
of the  Financing  Agreement  is  hereby  amended  by  increasing  the  limit on
documentary Letters of Credit from "$5,000,000" to $15,000,000".

                                       3

<PAGE>


                  (i) Section 6, Paragraph 8,  Subparagraph (c) of the Financing
Agreement is hereby  increased by  increasing  the minimum Net Worth amount from
"$27,000,000"  (or  $24,000,000  for  fiscal  quarters  ending  in  October)  to
"$45,000,000".

                  (j) Section 6,  Paragraph  12 of the  Financing  Agreement  is
hereby amended to read in its entirety as follows:

                           "Without  the prior  written  consent  of CITBC,  the
Company will not contract for,  purchase,  make expenditures for, lease pursuant
to a Capital  Lease or  otherwise  incur  obligations  with  respect  to Capital
Expenditures  (whether subject to a security  interest or otherwise)  during any
fiscal year in the aggregate  amount in excess of  $12,500,000;  provided,  that
such amount shall be increased by  $9,000,000  solely for the fiscal year ending
January 3 1,  2001 so long as (i) the  increased  amount is used by the  Company
solely to finance (a) an upgrade of its  Internet  web site and (b) the addition
of a distribution  center, or the expansion of its current  distribution center,
in Little  Rock  Arkansas  and (ii) both before and after  giving  effect to the
making of each such proposed capital expenditure, no Default or Event of Default
exists.  Notwithstanding  the  foregoing,  if the  Company,  in any fiscal year,
spends less than the permitted  Capital  Expenditures  for such year, then fifty
percent  (50%) of such  unused  amount  shall be added to the  amount  permitted
solely for the next succeeding fiscal year; provided, that any unused portion of
the $9,000,000  amount set forth in the proviso of the previous  sentence may be
carried forward solely to the fiscal year ending January 31, 2002."

                  (k) The  following  sentences  shall be inserted at the end of
Section 6, Paragraph 15 of the Financing Agreement:

                           "If at any time the average Availability is less than
$7,500,000  for  more  than two  consecutive  weeks,  then  CITBC  may  order an
appraisal of the Inventory,  which  appraisal shall be performed by an appraiser
satisfactory to CITBC in its sole discretion and shall be at the sole expense of
the Company. Without limiting the foregoing, CITBC may order an appraisal of the
Inventory once every three fiscal years,  which  appraisal shall be performed by
an appraiser  satisfactory  to CITBC in its sole  discretion and shall be at the
sole  expense of the  Company."

                  (l) Section 7,  Paragraph I (d)(i) of the  Existing  Financing
Agreement is hereby amended to read in its entirety as follows:

                      "i) The spread over the Chase  Manhattan Bank Rate and the
Libor may be reduced or  increased in  accordance  with the grid set forth below
from the rate set forth in  subparagraphs  (a) and (b) above,  as applicable (as
such rate may be adjusted from, time to time  hereunder)  based on the EBITDA of
the Company for any period of four consecutive fiscal quarters:

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<PAGE>


                                 REVOLVING LOANS
--------------------------------------------------------------------------------
EBITDA for the then most
recently ended four                      Chase Manhattan Bank
consecutive quarters                     Rate Margin                Libor Margin
--------------------                     -----------                ------------

Less than $7,000,000                     0.50%                      2.25%

Greater than or equal to $7,000,000      0.25%                      2.00%
but less than $10,000,000

Greater than or equal to $10,000,000     0.00%                      1.75%
but less than $15,000,000

Greater than or equal to $15,000,000     0.00".                     1.50%
--------------------------------------------------------------------------------


                                   CAPEX LOANS
--------------------------------------------------------------------------------
EBITDA for the then most
recently ended four                      Chase Manhattan Bank
consecutive quarters                     Rate Margin                Libor Margin
--------------------                     -----------                ------------
Less than $5,000,000                     1.00%                      3.00%

Greater than or equal to $5,000,000      0.75%                      2.75%
but less than $6,500,000

Greater than or equal to $6,500,000      0.50%                      2.50%
--------------------------------------------------------------------------------

                  (m) Clause  (ii) of Section 7,  Paragraph  2 of the  Financing
Agreement is hereby amended by decreasing the Letter of Credit  Guaranty Fee for
documentary  Letters of Credit from "one and one-half percent per annum" to "one
and one-quarter of one percent (1.25%) per annum".

                  (n)  The  first  sentence  of  Section  10  of  the  Financing
Agreement is hereby  amended by deleting the reference  therein to "ninth or any
subsequent   Anniversary  Date"  and  substituting   "tenth  or  any  subsequent
Anniversary Date" in lieu thereof.

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<PAGE>


                  (o) The  proviso of the fourth  sentence  of Section 10 of the
Financing  Agreement  is hereby  amended by deleting  the  reference  therein to
"fifth  Anniversary  Date" and substituting  "eighth  Anniversary  Date" in lieu
thereof.

         Section 2.  Conditions to  Effectiveness.  The  amendments set forth in
Section I of this Amendment shall become effective only upon the satisfaction of
all of the following  conditions precedent (the date of satisfaction of all such
conditions being referred to as the "Amendment Effective Date"):

                  (a) On or before the  Amendment  Effective  Date,  CITBC shall
have received this Amendment, duly executed and delivered by the Borrower.

                  (b) On or before the Amendment  Effective  Date, all corporate
and other  proceedings  taken or to be taken in connection with the transactions
contemplated by this Amendment,  and all documents incidental thereto,  shall be
reasonably  satisfactory  in form and  substance to CITBC and its  counsel,  and
CITBC and such counsel  shall have  received all such  counterpart  originals or
certified copies of such documents as they may reasonably request.

                  (c) Each of the  representations  and  warranties set forth in
this Amendment shall be true and correct as of the Amendment Effective Date.

         Section 3. Representations and Warranties.  In order to induce CITBC to
enter into this Amendment and to amend the Existing  Financing  Agreement in the
manner provided in this Amendment, the Borrower represents and warrants to CITBC
as of the Amendment Effective Date as follows:

                  (a)  Power  and  Authority.  The  Borrower  has all  requisite
corporate  power and authority to enter into this Amendment and to carry out the
transactions  contemplated  by, and perform its obligations  under, the Existing
Financing  Agreement as amended by this Amendment  (hereafter referred to as the
"Amended Financing Agreement").

                  (b) Authorization of Agreements. The execution and delivery of
this  Amendment  by the Borrower and the  performance  of the Amended  Financing
Agreement by the Borrower have been duly authorized by all necessary action, and
this Amendment has been duly executed and delivered by the Borrower.

                  (c)   Enforceabilily.    The   Amended   Financing   Agreement
constitutes the legal valid and binding  obligation of the Borrower  enforceable
against the Borrower in accordance  with its terms,  except as may be limited by
bankruptcy,  insolvency  or other  similar laws  affecting  the  enforcement  of
creditors'  rights in general.  The  enforceability  of the  obligations  of the
Borrower  hereunder is subject to general  principles of equity  (regardless  of
whether such enforceability is considered in a proceeding in equity or at law).

                  (d) No Conflict. The execution and delivery by the Borrower of
this  Amendment  and the  performance  by the Borrower of the Amended  Financing
Agreement  do not and will not (i)  contravene,  in any  material  respect,  any
provision  of any law,  regulation,  decree,  ruling,  judgment or order that is
applicable to the Borrower or its  properties or other assets,  (ii) result in a
breach  of  or  constitute  a  default  under  the  charter,  bylaws;  or  other
organizational

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<PAGE>


documents  of the  Borrower,  or any  material  agreement,  indenture,  lease or
instrument  binding upon the Borrower or its properties or other assets or (iii)
result in the creation or imposition of any liens on its  properties  other than
as permitted under the Financing Agreement.

                  (e)  Governmental  Consents.  No  authorization or approval or
other action by, and no notice to or filing with, any governmental  authority or
regulatory  body is required for the due execution,  delivery and performance by
the Borrower of this Amendment.

                  (f) Representations and Warranties in the Financing Agreement.
The  Borrower   confirms   that  as  of  the   Amendment   Effective   Date  the
representations and warranties contained in Section 6 of the Financing Agreement
are (before and after giving effect to this  Amendment)  true and correct in all
material respects (except to the extent any such  representation and warranty is
expressly stated to have been made as of a specific date, in which case it shall
be true and  correct as of such  specific  date) and that no Default or Event of
Default has occurred and is continuing.

         Section 4. Miscellaneous.

                  (a)  Reference  to  and  Effect  on  the  Existing   Financing
Agreement.

                           (i) Except as specifically  amended by this Amendment
and the documents  executed and delivered in connection  herewith,  the Existing
Financing Agreement shall remain in full force and effect and is hereby ratified
and confirmed.

                           (ii) The execution and delivery of this Amendment and
performance of the Amended  Financing  Agreement  shall not, except as expressly
provided  herein,  constitute  a.  waiver of any  Provision  of, or operate as a
waiver of any right,  power or remedy of CITBC  under,  the  Existing  Financing
Agreement or any agreement or document executed in connection therewith.

                           (iii) Upon the conditions  precedent set forth herein
being  satisfied,  this  Amendment  shall be  construed as one with the Existing
Financing  Agreement,  and the Existing  Financing  Agreement  shall,  where the
context  requires,  be read and construed  throughout so as to incorporate  this
Amendment.

                  (b) Fees and  Expenses.  The  Borrower  acknowledges  that all
costs, fees and expenses incurred in connection with this Amendment will be paid
in accordance with Section 7, Paragraph 4 of the Existing Financing Agreement.

                  (c)  Headings.   Section  and  subsection   headings  in  this
Amendment  are  included  for  convenience  of  reference  only  and  shall  not
constitute  a part of this  Amendment  for any  other  purpose  or be given  any
substantive effect.

                  (d)  Counterparts.  This  Amendment  may be executed in one or
more  counterparts,  each of which shall be deemed an original  but all of which
together shall constitute one and the same instrument,

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<PAGE>


                  (e)  Governing  Law. This  Amendment  shall be governed by and
construed according to the laws of the State of California.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Amendment as of the date first above written.


                               SHARPER IMAGE CORPORATION, a
                               Delaware corporation

                               By: /s/  Jeffrey P. Forgan
                                   ---------------------------------------------
                               Name: Jeffrey P. Forgan
                                     -------------------------------------------
                               Title: Sr. Vice President/Chief Financial Officer
                                      ------------------------------------------

                               By: /s/ Tracy Wan
                                   ---------------------------------------------
                               Name: Tracy Wan
                                     -------------------------------------------
                               Title: President/Chief Operating Officer
                                      ------------------------------------------


                               THE CIT GROUP/BUSINESS CREDIT, INC.,
                               a Delaware corporation

                               By:  /s/  Adrian Avalos
                                    --------------------------------------------
                               Name: Adrian Avalos
                                     -------------------------------------------
                               Title: AVP
                                      ------------------------------------------

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