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                                                                    EXHIBIT 10.1

                        COMBINED AMENDMENT NUMBER ONE TO
                           LOAN AND SECURITY AGREEMENT

                  This Combined Amendment Number One to Loan and Security
Agreement ("Amendment") is entered into as of April 16, 2001, by and between
FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"), and SOUND
ADVICE, INC., a Florida corporation ("Borrower"), in light of the following:

                  A. Borrower and Foothill have previously entered into that
certain Loan and Security Agreement, dated as of April 11, 1996 (the
"Agreement"), as amended by Amendment Number One dated as of December 8, 1997
and Amendment Number Two dated as of January 31, 1999 (the "Prior Amendments").

                  B. Borrower and Foothill desire to amend the Agreement and to
supersede the Prior Amendments as provided for herein.

                  NOW, THEREFORE, Borrower and Foothill hereby amend the
Agreement as follows:

                  1. DEFINITIONS. All initially capitalized terms used in this
Amendment shall have the meanings given to them in the Agreement unless
specifically defined herein.

                  2. AMENDMENTS.

                           2.1 Section 1.1 of the Agreement is amended by adding
the following definitions:

                                    "EBITDA" means, with respect to any fiscal
         period, Borrower's and its Subsidiaries consolidated net earnings (or
         loss), MINUS extraordinary gains, PLUS interest expense, income taxes,
         and depreciation and amortization for such period, as determined in
         accordance with GAAP.

                                    "EFFECTIVE DATE" has the meaning set forth
         in SECTION 2.8(c).

                                    "EURODOLLAR SUPPLEMENT" means that certain
         Eurodollar Supplement to Loan and Security Agreement, dated as of
         December 8, 1997, between Foothill and Borrower.

                                    "REFERENCE RATE MARGIN" means 0.50% per
         annum.

                                    "SOUND ADVICE ARIZONA" means Sound Advice of
         Arizona Inc., a Florida corporation.



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                           2.2 Section 1.1 of the Agreement is amended by
revising the following definitions:

                                    (a) The definition of "Average Unused
Portion of Maximum Amount" is amended to read as follows:

                                    "AVERAGE UNUSED PORTION OF MAXIMUM AMOUNT"
         means (a) (i) $20,000,000 on or before July 31, 2001, and (ii) on or
         after August 1, 2001, (A) $20,000,000 if the average Daily Balance of
         the Obligations in the immediately preceding month was less than
         $20,000,000, (B) $30,000,000 if the average Daily Balance of the
         Obligations in the immediately preceding month was $20,000,000 or more,
         but less than $30,000,000 and (C) $40,000,000 if the average Daily
         Balance of the Obligations in the immediately preceding month was
         $30,000,000 or more; LESS (b) the sum of: (i) the average Daily Balance
         of advances made by Foothill under SECTION 2.1 that were outstanding
         during the immediately preceding month; PLUS (ii) the average Daily
         Balance of the undrawn L/Cs and L/C Guarantees issued by Foothill under
         SECTION 2.2 that were outstanding during the immediately preceding
         month.

                                    (b) The definition of Eligible Landed
Inventory shall include Inventory of Sound Advice Arizona so long as Foothill
has (1) received Collateral Access Agreements for Sound Advice Arizona's leased
properties and (2) received acceptable intercreditor agreements from suppliers
of Sound Advice Arizona.

                                    (c) The definition of "Foothill Expenses" is
amended to read as follows:

                                    "FOOTHILL EXPENSES" means all: costs or
         expenses (including taxes, photocopying, notarization,
         telecommunication and insurance premiums) required to be paid by
         Borrower under any of the Loan Documents that are paid or advanced by
         Foothill; documentation, filing, recording, publication, appraisal
         (including periodic Collateral appraisals), real estate survey,
         environmental audit, and search fees assessed, paid, or incurred by
         Foothill in connection with Foothill's transactions with Borrower;
         costs and expenses incurred by Foothill in the disbursement of funds to
         Borrower (by wire transfer or otherwise); charges paid or incurred by
         Foothill resulting from the dishonor of checks; costs and expenses paid
         or incurred by Foothill to correct any default or enforce any provision
         of the Loan Documents, or in gaining possession of, maintaining,
         handling, preserving, storing, shipping, selling, preparing for sale,
         or advertising to sell the Collateral, or any portion thereof,
         irrespective of whether a sale is consummated; costs and expenses paid
         or incurred by Foothill in examining Borrower's Books; costs and
         expenses of third party claims or any other suit paid or incurred by
         Foothill in enforcing or defending the Loan Documents; and Foothill's
         reasonable attorneys fees and expenses incurred in advising,
         structuring, drafting, reviewing, administering, amending, terminating,
         enforcing, defending, or concerning the Loan Documents (including
         attorneys fees and expenses incurred in connection with a "workout," a
         "restructuring," or




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         an Insolvency Proceeding concerning Borrower or any guarantor of the
         Obligations), irrespective of whether suit is brought.

                                    (d) The definition of "Loan Documents" is
amended to read as follows:

                                    "LOAN DOCUMENTS" means this Agreement, the
         Eurodollar Supplement, the Lock Box Agreement, the Continuing Guaranty
         and Security Agreement from Sound Advice Arizona, any other note or
         notes executed by Borrower and payable to Foothill, and any other
         agreement entered into in connection with this Agreement.

                                    (e) The definition of "Maximum Amount" is
amended to read as follows:

                                    "MAXIMUM AMOUNT" means $40,000,000.

                                    (f) The definition of "Orderly Liquidation"
is amended to read as follows:

                                    "ORDERLY LIQUIDATION VALUE" means the
         orderly liquidation value of Borrower's Inventory as determined by
         Foothill from time to time based upon the most recent Inventory
         appraisal by a third party appraiser acceptable to Foothill.

                           2.3 Section 2.1(a)(x) of the Agreement is amended to
read as follows:

                                    (x) the least of: (i) 70% of Borrower's Cost
         of Eligible Landed Inventory; (ii) 55% of the retail selling price of
         Eligible Landed Inventory; and (iii) 85% of the Orderly Liquidation
         Value of Eligible Landed Inventory as may be determined by Foothill;
         plus

                           2.4 Section 2.1(c) of the Agreement is amended to
read as follows:

                                    (c) Foothill shall have no obligation to
         make advances hereunder to the extent they would cause the outstanding
         Obligations to exceed the Maximum Amount.

                           2.5 Section 2.2(a)(ii) and Section 2.2(d) of the
Agreement are amended to read as follows:

                                    (ii) $5,000,000.

                                    (d) Any and all service charges,
         commissions, fees, and costs incurred by Foothill relating to the L/Cs
         guaranteed by Foothill shall be considered Foothill Expenses for
         purposes of this Agreement and immediately shall be reimbursable by
         Borrower to Foothill. On the first day of each month on or before April
         15, 2001, Borrower will pay Foothill a fee equal to one and 1.50%




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         per annum times the actual Daily Balance of the undrawn L/Cs and L/C
         Guarantees that were outstanding during the immediately preceding
         month, and such fee shall be equal to 1.25% per annum on or after April
         16, 2001. Service charges, commissions, fees, and costs may be charged
         to Borrower's loan account at the time the service is rendered or the
         cost is incurred.

                           2.6 Section 2.5(a) of the Agreement is amended to
read as follows:

                                    (a) Interest Rate. Except as provided in
         clause (b) below and except for Obligations as to which Borrower has
         elected to have interest charged based upon the Eurodollar Supplement,
         all Obligations, except for undrawn L/Cs and L/C Guarantees, shall bear
         interest at a per annum rate equal to the Reference Rate PLUS the
         Reference Rate Margin.

                           2.7 Section 2.5(c) of the Agreement is deleted in its
entirety.

                           2.8 Section 2.8(b) of the Agreement is amended to
read as follows:

                                    (b) Unused Line Fee. On the first day of
         each month through April 15, 2001, a fee in an amount equal to 0.375%
         times the Average Unused Portion of the Maximum Amount and on the first
         day of each month thereafter a fee in an amount equal to 0.30% times
         the Average Unused Portion of the Maximum Amount.

                           2.9 The last sentence of Section 2.8(d) of the
Agreement is amended to read as follows:

         So long as no Event of Default occurs, (i) an annual appraisal will be
         conducted which appraisal will be seasonably updated by desk top
         appraisals twice each year, and (ii) such financial analysis and
         examinations will not be conducted more frequently than quarterly.

                           2.10 Section 2.8(c) of the Agreement is amended to
read as follows:

                                    (c) Amendment and Agent Fees. In conjunction
         with Combined Amendment Number One to the Agreement, Borrower agrees to
         pay to Foothill the following fees that shall be fully-earned as of
         April 15, 2001 and are payable as follows:

                                            (i) An amendment fee in the amount
         of $50,000, one-half of which shall be payable on April 16, 2001,

                                            (ii) An agent's fee in the amount of
         $50,000, which shall be payable with the remaining $25,000 of the
         amendment fee which shall be payable in three equal monthly payments of
         $25,000 each commencing June 1, 2001 and continuing on the first day of
         each subsequent month, including August 1, 2001.





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                           2.11 The first sentence of Section 3.3 of the
Agreement is amended to read as follows:

                                    This Agreement shall become effective upon
         the execution and delivery hereof by Borrower and Foothill and shall
         continue in full force and effect for a term ending on July 31, 2004
         (the "Renewal Date"), and automatically shall be renewed for successive
         one year periods thereafter, unless sooner terminated pursuant to the
         terms hereof.

                           2.12 Section 3.5 of the Agreement is hereby revised
to read as follows:

                                    3.5 EARLY TERMINATION BY BORROWER. The
         provisions of SECTION 3.3 that allow termination of this Agreement by
         Borrower only on the Renewal Date and certain anniversaries thereof
         notwithstanding, Borrower has the option, at any time upon 60 days
         prior written notice to Foothill, to terminate this Agreement by paying
         to Foothill, in cash, the Obligations (including an amount equal to the
         full amount of the outstanding L/Cs or L/C Guarantees), together with a
         premium (the "Early Termination Premium") equal to: (a) 0.40% of the
         Maximum Amount, if terminated on or before April 15, 2001, (b) 1.0% of
         the Maximum Amount if terminated after April 16, 2001 and on or before
         April 15, 2003 and (c) 0.50% of the Maximum Amount if terminated after
         April 15, 2003, but before the Renewal Date; PROVIDED, HOWEVER, that no
         Early Termination Premium will be charged in the event that
         substantially all of Borrower's assets are acquired by an unrelated
         Person, Borrower merges into an unrelated Person or Borrower is
         acquired by an unrelated Person and Foothill or one of its Affiliates
         provides financing to the acquiring Person.

                           2.13 Section 5.2 of the Agreement is hereby amended
by deleting therefrom any references to Sound Advice Electronics of Maryland,
Inc., Sound Advice of Virginia, Inc., and SAI Realty Investments, Inc.

                           2.14 Section 6.13 of the Agreement is amended to read
as follows:

                                    (a) Minimum EBITDA. Borrower shall have
         EBITDA, measured on a fiscal quarter end basis, of not less then the
         required amount set forth in the following table:

                                         12 Month Period Ending
         Applicable Amount               on or About
         -----------------               -----------------------

         $  11,000,000             April 30, 2001 and July 31, 2001
         $  12,000,000             October 31, 2001
         $  12,500,000             January 31, 2002 and all subsequent quarters

                                    (b) Minimum Availability. At all times,
         Borrower shall have unused borrowing availability under this Agreement
         of not less $3,000,000.





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                           2.15 Section 7.10 of the Agreement is amended to read
as follows:

                                    7.10 CAPITAL EXPENDITURES. Make any capital
         expenditure, or any commitment therefor, where the aggregate amount of
         such capital expenditures, made or committed in any fiscal year exceeds
         $8,000,000.

                           2.16 Section 7.14 of the Agreement is amended to read
as follows:

                                    7.14 INVESTMENTS. Directly or indirectly
         make or acquire any beneficial interest in (including stock,
         partnership interest, or other securities of), or make any loan,
         advance, or capital contribution to, any Person except for employee
         advances and loans made in the ordinary course of business which in the
         aggregate do not exceed $2,000,000 outstanding at any one time.

                           2.17 Section 12 of the Agreement is amended to read
as follows:

                                    12. NOTICES.

                                    Unless otherwise provided in this Agreement,
         all notices or demands by any party relating to this Agreement or any
         other Loan Document shall be in writing and (except for financial
         statements and other informational documents which may be sent by
         first-class mail, postage prepaid) shall be personally delivered or
         sent by registered or certified mail, postage prepaid, return receipt
         requested, or by prepaid telex, TWX, telefacsimile, or telegram (with
         messenger delivery specified) to Borrower or to Foothill, as the case
         may be, at its address set forth below:

                  If to Borrower:         SOUND ADVICE, INC.
                                          1901 Tigertail Boulevard
                                          Dania Beach, Florida  33004
                                          Attn.:   Kenneth L. Danielson,
                                          Chief Financial Officer
                                          Telefacsimile No. (954) 926-4389

                  With a copy to:         GREENBERG TRAURIG, P.A.
                                          1221 Brickell Avenue
                                          Miami, Florida  33131
                                          Attn.:   Gary Epstein, Esq.
                                          Telefacsimile No. (305) 579-0717

                  If to Foothill:         FOOTHILL CAPITAL CORPORATION
                                          One Boston Place
                                          Suite 1800
                                          Boston, Massachusetts 02108
                                          Attn:    Todd Colpitts, Vice President
                                          Telefacsimile No. (617) 523-4029





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                  With a copy to:         BUCHALTER, NEMER, FIELDS &
                                          YOUNGER
                                          601 South Figueroa Street, Suite 2400
                                          Los Angeles, California 90017-5704
                                          Attn.:   Robert C. Colton, Esq.
                                          Telefacsimile No. (213) 896-0400

                                    The parties hereto may change the address at
         which they are to receive notices hereunder, by notice in writing in
         the foregoing manner given to the other. All notices or demands sent in
         accordance with this Section 12, other than notices by Foothill in
         connection with Sections 9504 or 9505 of the Code, shall be deemed
         received on the earlier of the date of actual receipt or three (3) days
         after the deposit thereof in the mail. Borrower acknowledges and agrees
         that notices sent by Foothill in connection with Sections 9504 or 9505
         of the Code shall be deemed sent when deposited in the mail or
         transmitted by telefacsimile or other similar method set forth above.

                           2.18 The definition of "Eurodollar Rate Margin" in
the Eurodollar Supplement is amended to read as follows:

                                    "EURODOLLAR RATE MARGIN" means 2.00% per
         annum for Interest Periods commencing on or before April 15, 2001 and
         1.75% per annum for Interest Periods commencing on or after April 16,
         2001.

                  3. REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to
Foothill that all of Borrower's representations and warranties set forth in the
Agreement are true, complete and accurate in all respects as of the date hereof,
except to the extent expressly modified hereby.

                  4. NO DEFAULTS. Borrower hereby affirms to Foothill that no
Event of Default has occurred and is continuing as of the date hereof.

                  5. COSTS AND EXPENSES. Borrower shall pay to Foothill all of
Foothill's out-of-pocket costs and expenses (including, without limitation, the
fees and expenses of its counsel, which counsel may include any local counsel
deemed necessary, search fees, filing and recording fees, title insurance
premiums, documentation fees, appraisal fees, travel expenses, and other fees)
arising in connection with the preparation, execution, and delivery of this
Amendment and all related documents.

                  6. CONDITIONS PRECEDENT. The effectiveness of this Amendment
is expressly conditioned upon:

                           (a) the receipt by each of the parties of a
counterpart of this Amendment and the Eurodollar Supplement, executed by the
other party;

                           (b) the receipt by Foothill of a portion of the
amendment and extension fee in the amount of $25,000 which shall be fully earned
and due and payable on the




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effective date of this Amendment and shall be charged to Borrower's loan account
pursuant to Section 2.5(d) of the Agreement; and

                           (c) Sound Advice Arizona shall execute and deliver to
Foothill: (i) a Continuing Guaranty of Borrower's Obligations, (ii) a Security
Agreement securing the Continuing Guaranty, and (iii) UCC-1 Financing
Statements.

                  7. AMENDMENT. This Amendment amends and supersedes the Prior
Amendments in their entirety.

                  8. LIMITED EFFECT. In the event of a conflict between the
terms and provisions of this Amendment and the terms and provisions of the
Agreement, the terms and provisions of this Amendment shall govern. In all other
respects, the Agreement, as amended and supplemented hereby, shall remain in
full force and effect.

                  9. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed
in any number of counterparts and by different parties on separate counterparts,
each of which when so executed and delivered shall be deemed to be an original.
All such counterparts, taken together, shall constitute but one and the same
Amendment.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment in
Boston, Massachusetts as of the date first set forth above.

                                        FOOTHILL CAPITAL CORPORATION,
                                        a California corporation



                                        By: /s/ Todd Colpitts
                                            ------------------------------------
                                            Title: Vice President



                                        SOUND ADVICE, INC.,
                                        a Florida corporation



                                        By: /s/ Kenneth L. Danielson
                                            ------------------------------------
                                            Title: CFO & Treasurer





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