EXHIBIT 10.17

[ ]  Where this symbol appears information has been deleted and filed separately
     with the Commission.

                               MERCHANT AGREEMENT

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<S>     <C>                                          <C>               <C>
BANK:    Household Bank (SB), N.A.                   MERCHANT:         Sound Advice, Inc.
         1111 Town Center Drive                                        1901 Tigertail Boulevard
         Las Vegas,  Nevada  89134                                     Dania Beach, Florida  33004
                                                                       Facsimile No. (954) 926-4389
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This Merchant Agreement ("AGREEMENT") is made and entered into as of the 8th day
of March, 1999 ("EFFECTIVE DATE"), by and between Household Bank (SB), N.A.
(herein "HOUSEHOLD") and Sound Advice, Inc., a Florida corporation (herein
"MERCHANT"). In consideration of the mutual promises, covenants, and agreements
set forth below and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Merchant and Household agree as
follows:

SECTION 1. DEFINITIONS. In addition to the words and phrases defined above and
elsewhere in this Agreement, the following words and phrases shall have the
following meanings:

a.       "ACCOUNT" means an account resulting from the issuance of a Card. An
         Account may have more than one Card issued for it. Each Account shall
         be owned by, and deemed to be the property of, Household.
b.       "AFFILIATE" means any entity that is owned by, owns or is under common
         control with Household or Merchant or its ultimate parent.
c.       "APPLICABLE LAW" means collectively or individually any applicable law,
         rule, regulation or judicial, governmental or administrative order,
         decree, ruling, opinion or interpretation.
d.       "AUTHORIZATION" means permission from Household to make a Card Sale.
e.       "AUTHORIZATION CENTER" means the facility designated by Household as
         the facility at which Card Sales are authorized.
f.       "BUSINESS DAY" means any day except Saturday or Sunday or a day on
         which banks are closed in the State of Nevada.
g.       "CARD" means the private label credit card issued by Household for the
         Program.
h.       "CARDHOLDER" means (i) the person in whose name an Account is opened,
         and (ii) any other authorized users of the Account and Card.
i.       "CARD SALE" means any sale of Goods that Merchant makes to a Cardholder
         pursuant to this Agreement that is charged to an Account.
j.       "CHARGEBACK" means the return to Merchant and reimbursement to
         Household of a Sales Slip or Card Sale for which Merchant was
         previously paid.
k.       "CREDIT SLIP" means evidence of a credit in a paper or electronic form
         for Goods purchased from Merchant.
l.       "GOODS" means the products described in SECTION 2 below, certain
         warranties expressly authorized by Household, and related services
         sold by Merchant in the ordinary course of Merchant's business to
         consumers for individual, family, personal or household use.
m.       "LIBOR" shall mean the daily average of the one (1) year London
         Interbank Offered Rate as published by BLOOMBERG FINANCIAL MARKETS. For
         purposes of this Agreement "Base LIBOR" shall be %.
n.       "MONTH" means a calendar month unless used in connection with a Credit
         Promotion.
o.       "OPERATING INSTRUCTIONS" means the Regulatory Guidelines and operating
         instructions and/or procedures designated by Household and provided to
         Merchant from time to time concerning the Program. Household shall
         provide Merchant with reasonable written notice of any changes to the
         Operating Instructions.
p.       "PROGRAM" means the private label revolving credit card program
         associated with Merchant whereby Accounts will be established and
         maintained by Household, Cards issued by Household to qualified
         consumers purchasing Merchant's Goods, and Card Sales funded all
         pursuant to the terms of this Agreement.
q.       "PROGRAM YEAR" means any consecutive twelve (12) month period
         commencing with the first day of funding of any Accounts after the
         Effective Date and each subsequent twelve (12) month period.
r.       "SALES SLIP" means evidence of a Card Sale in paper or electronic form
         for Goods purchased from Merchant.
s.       "TERMINAL" means an electronic terminal or computer capable of
         communicating by means of an on-line or dial-up electronic link with
         an Authorization Center.

SECTION 2. SCOPE AND PURPOSE. Merchant engages in the sale of consumer
electronics and other related products and related services, and Merchant
desires to make financing available to consumers purchasing Goods and services
from Merchant and to participate in the Program in accordance with the terms and
conditions set forth in this Agreement. Household, a credit card bank in the
business of providing revolving credit financing pursuant to a credit card, has
agreed

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provide such financing under the Program to individual qualified consumers
purchasing Merchant's Goods pursuant to the terms and conditions set forth in
this Agreement.
a.       FORMS AND CARDS. Household will provide to Merchant standard
         application/agreements, Sales Slips, Credit Slips, and other forms from
         time to time for use by Merchant in the Program, which documents may be
         changed from time to time by Household. Merchant shall be charged a fee
         for nonstandard forms requested by Merchant and for forms in excess of
         normal usage. The design of the Card will be done by the Merchant
         subject to Household's approval and the content of the Cards and
         billing statements and the terms and conditions of Accounts and
         application/agreements shall be determined by Household and are subject
         to change by Household from time to time.
b.       CREDIT REVIEW;  OWNERSHIP OF ACCOUNTS. All completed applications for
         Accounts submitted by Merchant to Household whether mailed, telephoned
         or otherwise electronically transmitted will be processed and approved
         or declined in accordance with such credit criteria and procedures
         established from time to time by Household, with Household having and
         retaining all rights to reject or accept such applications. Household
         will only accept applications for revolving credit pursuant to the
         credit card it issues for individual, personal, family or household
         use. Household or its Affiliates shall own the Accounts, including the
         Cardholder names and addresses associated with the Accounts, and shall
         bear the risk for such Accounts; however, upon request Household will
         provide the Cardholder names and addresses to Merchant for the purpose
         of soliciting accounts for the Program up to 30 days prior to
         termination. Except as otherwise provided in this Agreement, Merchant
         acknowledges and agrees that it shall have no ownership interest in the
         Accounts. Household shall not be obligated to take any action under an
         Account, including making future advances or credit available to
         Cardholders. Household shall not be obligated to accept applications
         for a Card or to approve any Card Sale for consumers that do not have
         their principal residence and billing address in the Continental United
         States.

c.       CARD PROMOTIONS, SERVICES AND ENHANCEMENTS. Household and Merchant may
         from time to time mutually agree to offer to existing or potential
         Cardholders special credit promotions, additional services and/or
         enhancements. The terms of such promotions, services and enhancements
         shall be mutually agreed upon by Household and Merchant and are subject
         to change upon mutual agreement of the parties or discontinuance by
         Household upon notice to Merchant. In consideration of Household's
         providing special credit promotions and to compensate Household for
         such promotions, Merchant agrees to pay to Household for the period
         agreed upon by Household and Merchant such rates, discounts and amounts
         as may be agreed upon by Household and Merchant. Household may deduct
         amounts owed to it hereunder from amounts owed to Merchant under this
         Agreement.

SECTION 3.  FEES, DISCOUNTS, CHARGES, RATES AND FUNDING.

a.       CONSUMER RATE. The annual percentage rate ("APR") to be charged on
         purchases with the Card shall be a variable APR of the Prime Rate plus
         [ ] percentage points, or plus [ ] percentage points for the default
         APR ("Spread"). The Prime Rate shall be determined based upon the
         highest Prime Rate published in THE WALL STREET JOURNAL "Money Rates"
         on the first Tuesday of January, April, July and October, and will take
         effect on the first day of the billing cycle for February, May, August
         and November. The APR shall not be lower than [ ] during the Initial
         Term of this Agreement. The APR shall not exceed the maximum interest
         rate allowable by Applicable Law, rule, regulation or statute and shall
         be subject to change from time to time by Household upon notice to
         Merchant. The initial APR shall be [ ]
b.       MERCHANT. Merchant agrees to pay Household the following nonrefundable
         fees, charges and discounts (some of which are more fully described in
         this Agreement):

         (i)      "DISCOUNT": [ ] of the amount of each non-credit promotion
                  Sales Slip accepted and funded by Household.

         (ii)     "CREDIT PROMOTION DISCOUNT FEE": Household shall make certain
                  deferred payment and/or deferred interest credit promotions
                  ("Credit Promotions") available to Merchant. Each Sales Slip
                  generated pursuant to each Credit Promotion shall be subject
                  to a Credit Promotion discount fee ("Discount Fee") as set
                  forth herein. During the term of this Agreement, the
                  percentage of total annual dollar volume of Card Sales
                  generated by the [ ] months or longer Credit Promotions ("[ ]
                  months or longer Credit Promotions") shall not exceed percent
                  ([ ]) of the 12 month average dollar volume of promotional and
                  non promotional Card Sales (" months or longer Credit
                  Promotions Volume Maximum") during each Program Year. The
                  initial Credit Promotion Discount Fees shall be as follows:

                  CREDIT PROMOTION (SAME AS CASH)     DISCOUNT FEE   SAC MAXIMUM
                  -------------------------------     ------------   -----------

                   Non Promotional Card Sales                  [ ]           [ ]
                   90 Day Same as Cash/Without Payments        [ ]           [ ]
                   6 Months Same as Cash/With Payments         [ ]           [ ]
                   6 Months Same as Cash/Without Payments      [ ]           [ ]
                   9 Months Same As Cash/With Payments         [ ]           [ ]

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                   9 Months Same As Cash/Without Payments                    [ ]
                   12 Months Same as Cash/With Payments                      [ ]
                   12 Months Same as Cash/Without Payments                   [ ]

                  CREDIT PROMOTION                  DISCOUNT FEE   PROMO MAXIMUM
                  ----------------                  ------------   -------------

                   Non Promotional Card Sales                [ ]
                   90 Day No Interest/Without Payments       [ ]
                   6 Months No Interest/With Payments        [ ]
                   6 Months No Interest/Without Payments     [ ]
                   9 Months No Interest/With Payments        [ ]             [ ]
                   9 Months No Interest/Without Payments     [ ]             [ ]
                   12 Months No Interest/With Payments       [ ]             [ ]
                   12 Months No Interest/Without Payments    [ ]             [ ]

                  The Credit Promotion Discount Fees set forth in this
                  Subsection 3b (ii) shall be reviewed and adjusted under the
                  following circumstances: (A) in accordance with any increase
                  in LIBOR as set forth below; (B) in the event Household
                  determines that any [ ] Month or longer Credit Promotions
                  exceeded [ ] for any Program Year during the term of this
                  Agreement as set forth in Schedule A below; (C) in accordance
                  with the provisions of SECTION 6 B (vi) if Household
                  determines that Fraud Losses (as defined in SECTION 6 B (vi))
                  will exceed the percentage set forth therein during the term
                  of this Agreement.

                  Any adjustment in the Discount Fees based upon changes from
                  Base LIBOR shall be made semi-annually at the end of each
                  Program Year on the anniversary of the Effective Date and six
                  months thereafter (the "Adjustment Dates"), and shall be equal
                  to the result ("Adjustment") of (i) the Credit Promotion
                  duration divided by 12; multiplied by (ii) the difference, if
                  any, in the LIBOR determined as of the Adjustment Date
                  ("Current LIBOR") from Base LIBOR ("LIBOR Spread"). The
                  Current LIBOR shall be determined by the average LIBOR for the
                  thirty-day period prior to the applicable Adjustment Date. The
                  new Discount Fee shall be effective as to all promotional
                  volume accepted and funded by Household for the next six
                  Months starting after the applicable Adjustment Date. The
                  Credit Promotion Discount Fee shall be determined by adding to
                  the Adjustment the initial Discount Fee for each Credit
                  Promotion. For example: if the Current LIBOR on the
                  anniversary of the Effective Date is [ ] for that Adjustment
                  Date and the Base LIBOR is [ ], the Discount Fee for a "[ ]
                  Month Same As Cash With Payments" promotion would be
                  calculated as follows: [ ] (Credit Promotion duration) divided
                  by [ ] =1 ("Multiplier"); [ ] (Current LIBOR) minus [ ] (Base
                  LIBOR) = [ ] basis points (LIBOR Spread); 1 (Multiplier) times
                  basis points (LIBOR Spread) = [ ] basis points (Adjustment). [
                  ] ([ ] Month SAC With Payments Initial Discount Fee) plus [ ]
                  basis points (Adjustment) = [ ] (New Discount Fee for Month
                  SAC With Payments). The Discount Fees shall never be reduced
                  by more than basis points from the initial Discount Fees as a
                  result of any decrease in the Current LIBOR below Base LIBOR.
                  Any change in the Discount Fee for [ ] month or longer Credit
                  Promotions based upon Merchant exceeding the months or longer
                  Credit Promotions Volume Maximum shall be determined at the
                  end of each Program Year as set forth in Schedule A below.
                  Household will charge Merchant the additional Discount Fee set
                  forth below on the aggregate dollar amount of the [ ] month or
                  longer Credit Promotion Volume for that Program Year.
                  Household shall bill Merchant for the additional Discount Fee
                  within 30 days of the end of such Program Year and Merchant
                  shall pay Household the additional Discount Fee within 30 days
                  of billing.

                                                   SCHEDULE A

           MONTHS OR LONGER CREDIT PROMOTION VOLUME     ADDITIONAL  DISCOUNT FEE
               AS A % OF TOTAL CARD SALE VOLUME

                              .01% to   0%
                            [0.01%]to  [0%]                      [ ]
                            [0.01%]to  [0%]                      [ ]
                            [0.01%]to  [0%]                      [ ]
                            [0.01%]to  [0%]                      [ ]

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         (iii)    "CONVENIENCE USAGE CHARGE": [ ] of all finance charges that
                  would otherwise be paid by the Cardholder but for the payment
                  in full of the outstanding Account balance during any grace
                  period or promotional period and which have not been
                  previously paid to Household as a discount. (Under the
                  Program, Household may permit Cardholders to pay the entire
                  outstanding balance due without finance charges during any
                  applicable grace period or promotional period).
         (iv)     "RETURNED MERCHANDISE CHARGE": [ ] of the accrued finance
                  charges on Accounts with respect to Goods that are returned
                  and a credit is not applied prior to the end of the billing
                  cycle period in which the Card Sale was made. Household will
                  return to Merchant a pro rata portion of the Credit Promotion
                  Discount Fee applicable to Goods that are returned as stated
                  in Household's Operating Instructions.
         (v)      "START-UP FEE": [ ]
         (vi)     "FORMS FEE": [ ]
         (vii)    "APPLICATION FEE": [ ] per Cardholder application presented to
                  Household under the Program.

The rate, fees, discounts and charges described above in this SECTION 3 are
subject to change by Household in accordance with the terms and conditions as
set forth in this SECTION 3 upon prior written notice to Merchant.

c.       ACCEPTANCE, OFFSET & FUNDING. Subject to the terms, conditions,
         warranties and representations in this Agreement and provided that
         Merchant has satisfied all of the conditions set forth in this
         Agreement, including, without limitation, SECTIONS 4, 5, AND 7,
         Household agrees to pay to Merchant the amount of each valid and
         authorized Sales Slip presented to Household during the term of this
         Agreement, less the amount of the fees, charges, and discounts
         described above in this SECTION 3, outstanding Account balances for
         Sales Slips subject to Chargeback, reimbursements, refunds, customer
         credits and any other amounts owed to Household by Merchant under this
         Agreement. Household may also offset or recoup said amounts from future
         amounts owed to Merchant under this Agreement. Any amounts owed by
         Merchant to Household which cannot be paid by the aforesaid means shall
         be due and payable by Merchant on demand. Any payment made by Household
         to Merchant shall not be final but shall be subject to subsequent
         review and verification by Household and Merchant. Merchant shall
         electronically submit Sales Slips to Household for funding Monday
         through Friday. Transmissions received prior to 7:30 a.m. Central Time
         shall be funded by Household the same Business Day. Household's
         liability to Merchant with respect to the funding or processing of any
         Card Sale, Sales Slip or Credit Slip shall not exceed the amount on the
         Sales Slip or Credit Slip in connection with such transaction. In no
         event shall Household be liable for any incidental or consequential
         damages or for failure to fund transactions on the next Business Day.
         Funding of Sales Slips by Household to Merchant shall be made by wire
         transfer.

SECTION 4. MERCHANT RESPONSIBILITIES CONCERNING CONSUMER TRANSACTIONS. Merchant
covenants and agrees that Merchant shall:

a.       Honor all valid Cards without discrimination, when properly presented
         by Cardholders for payment of Goods.
b.       Not require, through an increase in price or otherwise, any Cardholder
         to pay any surcharge at the time of sale or pay any part of any charge
         imposed by Household on Merchant.
c.       Not establish minimum or maximum charge amounts without Household's
         prior written approval; except for credit promotion card sales.
d.       Prominently display at each of its locations, if appropriate,
         advertising and promotional materials relating to the Card, including
         without limitation take-one applications for the Card and use or
         display such materials in accordance with any specifications provided
         by Household. Such materials shall be used only for the purpose of
         soliciting accounts for the Program. Any solicitation, written
         material, advertising or the like relating to the Program or the
         products offered pursuant to the Program shall be prepared or furnished
         by Household or shall receive Household's prior written approval.
         Household will charge Merchant and Merchant agrees to pay the actual
         and reasonable costs for any such advertising and promotional materials
         as may be requested by Merchant. Any such materials shall not be used
         by Merchant following termination of this Agreement.
e.       Use only the form of, or modes of transmission for,
         application/agreements, Sales Slips and Credit Slips as are provided by
         Household, and not use any application/agreements, Sales Slips, and
         Credit Slips provided by Household other than in connection with an
         application for a Card or a Card transaction.

f.       With respect to applications for a Card:

         (i)      Make sure all information requested on the application is
                  complete and legible;

         (ii)     obtain the signature on the application of all persons whose
                  name will appear on the Account or will be responsible for the
                  Account;

         (iii)    give the applicant the initial disclosures at the time of
                  signing the application/agreement prior to the first
                  transaction under the Account;

         (iv)     verify the identification of the individual(s) applying for
                  the Account, which verification may include obtaining driver's
                  license and social security numbers;

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         (v)      provide all information required by Household from time to
                  time for approval of applications by telephone or other
                  electronic transmission and legibly insert the Account number
                  on the application in the designated area; and
         (vi)     send the actual original approved signed application to
                  Household at Household's address on PAGE ONE above or such
                  other address designated by Household within fifteen (15)
                  Business Days of approval of the application by Household.

 g.      With respect to Sales Slips:
         (i)      Enter legibly on a single Sales Slip prior to obtaining the
                  Cardholder's signature (1) a description of all Goods
                  purchased in the same transaction in detail sufficient to
                  identify the transaction; (2) the date of the transaction; (3)
                  the Authorization number; and (4) the entire amount due for
                  the transaction (including any applicable taxes;
         (ii)     REQUEST AUTHORIZATION FROM HOUSEHOLD'S AUTHORIZATION CENTER
                  UNDER ALL CIRCUMSTANCES. (Household may refuse to accept or
                  fund any Sales Slip that is presented to Household for payment
                  more than one hundred twenty (120) days after the date of
                  Authorization of the Card Sale). Merchant agrees not to divide
                  a single transaction between two or more Sales Slips or
                  between a Household Sales Slip and a sales slip for another
                  credit provider who could validly claim a security interest in
                  the Goods. If Authorization is granted, legibly enter the
                  Authorization number in the designated area on the Sales Slip.
                  If Authorization is denied, do not complete the transaction
                  and follow any instructions from the Authorization Center.
                  Merchant shall use reasonable efforts, by reasonable and
                  peaceful means, to retain or recover a Card:
                  (a)      if Merchant is advised to retain the Card in response
                           to an Authorization request; or
                  (b)      if Merchant has reasonable grounds to believe that
                           the Card is counterfeit, fraudulent, or stolen. The
                           obligation to retain or recover a Card imposed by
                           this Section does not authorize a breach of the peace
                           or any injury to persons or property, and Merchant
                           will hold Household harmless from any claim arising
                           from any injury to person or property or other breach
                           of the peace.
         (iii)    if applicable, imprint legibly on the Sales Slip the embossed
                  legends from the Card and from Merchant's imprinter plate or
                  if the transaction is to be completed electronically or
                  otherwise without a Card imprint, then enter legibly on the
                  Sales Slip sufficient information to identify the Cardholder
                  and Merchant, including at least, Merchant's name and address,
                  and Cardholder's name, Account number.
         (iv)     check the effective date, if any, on the Card;
         (v)      obtain the signature of the Cardholder on the Sales Slip, and
                  compare the signature on the Sales Slip with the signature
                  panel of the Card and if identification is uncertain or if
                  Merchant otherwise questions the validity of the Card, contact
                  Household's Authorization Center for instructions;
         (vi)     IDENTIFICATION OF THE CARDHOLDER IS THE RESPONSIBILITY OF
                  MERCHANT;
         (vii)    not present the Sales Slip to Household for funding until all
                  Goods are delivered (if delivery is to be more than ten (10)
                  days from the date of sale) and all the services are performed
                  to the Cardholder's reasonable satisfaction. If the Card Sale
                  is canceled or the Goods or services canceled or returned in
                  accordance with the Merchant's reasonable and posted or
                  published merchandise return policy as established from time
                  to time by Merchant, the Sales Slip is subject to Chargeback;
         (viii)   enter the Card Sale into the Terminal; and
         (ix)     deliver a true and completed copy of the Sales Slip to the
                  Cardholder at the time of the Card Sale.

h.       CREDIT SLIPS. If Goods are returned, any Card Sale or services are
         terminated or canceled, or Merchant allows any price adjustment, then
         Merchant shall not make any cash refund, but shall complete and deliver
         promptly to Household a Credit Slip evidencing the refund or adjustment
         and deliver to the Cardholder a true and complete copy of the Credit
         Slip at the time the refund or adjustment is made. Merchant shall date
         each Credit Slip and include thereon a brief description of the Goods
         returned, services terminated or canceled, refund or adjustment made,
         the date of the original Card Sale, Cardholder's name, address and
         Account number, and the date and amount of the credit, all in
         sufficient detail to identify the transaction. Merchant shall imprint
         or legibly reproduce on each Credit Slip the embossed legends from the
         Card and from Merchant's imprinter plate. The amount of the Credit Slip
         cannot exceed the amount of the original transaction as reflected on
         the Sales Slip. Merchant shall issue Credit Slips only in connection
         with previous bona fide Card Sales and only as permitted hereunder.

i.       Not receive any payments from a Cardholder for charges included on any
         Sales Slip resulting from the use of any Card, nor receive any payments
         from a Cardholder to prepare and present a Credit Slip for the purpose
         of effecting a credit to the Cardholder's Account.

j.       CARDHOLDER COMPLAINTS. Merchant shall within ten (10) Business Days of
         receipt provide Household with a copy of any written complaint from any
         Cardholder concerning his/her Account.

k.       Satisfy all other requirements designated in any Operating Instructions
         or as may be required from time to time by Household upon reasonable
         notice to Merchant. In the event there is any inconsistency between any

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         Operating Instructions and this Agreement, this Agreement shall govern
         unless otherwise expressly indicated by Household in any Operating
         Instructions.

SECTION 5. REPRESENTATIONS AND WARRANTIES.

          Merchant represents and warrants to Household as of the Effective Date
and throughout the term of this Agreement the following:

         (i)      That each Card Sale will arise out of a bona fide sale of
                  Goods and/or services by Merchant and will not involve the use
                  of the Card for any other purpose.

         (ii)     That to the best of Merchant's knowledge each Card Sale will
                  be to a consumer for personal, family, or household purposes.

         (iii)    That Cardholder applications will be available to the public
                  (i) without regard to race, color, religion, national origin,
                  sex, marital status, or age (provided the applicant has the
                  capacity to enter into a binding contract) and (ii) not in any
                  manner which would discriminate against an applicant or
                  discourage an applicant from applying for the Card.

         (iv)     That it has full corporate or other power and authority to
                  enter into this Agreement; that all corporate or other action
                  required under any organization documents to make this
                  Agreement binding and valid upon Merchant according to its
                  terms has been taken; and that this Agreement is and will be
                  binding, valid and enforceable upon Merchant according to its
                  terms.

         (v)      Neither (A) the execution, delivery and performance of this
                  Agreement, nor (B) the consummation of the transactions
                  contemplated hereby will constitute a violation of law or a
                  violation or default by Merchant under its articles of
                  incorporation, bylaws or any organization documents, or any
                  material agreement or contract and no authorization of any
                  governmental authority is required in connection with the
                  performance by Merchant of its obligations hereunder.

         (vi)     That dates after December 31, 1999 will be properly recognized
                  and date related calculations will be correctly made in the
                  operation of computer systems and functions material to the
                  operation of the Program, and that Merchant has undertaken
                  procedures to address Year 2000 ("Y2K") computer issues.

         (vii)    Merchant has and will retain all licenses required by local or
                  state law to conduct its business and to perform its
                  obligations under this Agreement.


SECTION 6.  CHARGEBACKS TO MERCHANT.  Merchant agrees as follows:

a.       CHARGEBACKS. Any Sales Slip or Card Sale is subject to Chargeback under
         any one or more of the following circumstances, and thereupon the
         provisions of SECTION 6.C. below shall apply:

         (i)      The application or any information on the application or the
                  Sales Slip or any required information on the Sales Slip (such
                  as the account number, description of Merchant or Goods
                  purchased, transaction amount or date) is illegible or
                  incomplete, or the Sales Slip or application is not executed
                  by the Cardholder; or Authorization is not obtained from
                  Household's Authorization Center, or a valid Authorization
                  number is not correct, in any material respect, and legibly
                  written or recorded on the Sales Slip; or the Sales Slip is a
                  duplicate of an item previously paid, or the price of the
                  Goods or services shown on the Sales Slip differs from the
                  amount shown on the Cardholder's copy of the Sales Slip;

         (ii)     Household reasonably determines that (1) Merchant has breached
                  or failed to satisfy, any material term, condition, covenant,
                  warranty, or other provision of this Agreement, including,
                  without limitation, SECTIONS 4 AND 5 above, or of the
                  Operating Instructions, in connection with a Sales Slip, Card
                  Sale or the transaction to which it relates, or an application
                  for a Card or the opening of an Account; or (2) the Sales
                  Slip, application/agreement or Card Sale is fraudulent or is
                  subject to any bona fide claim of illegality, cancellation,
                  rescission, avoidance or offset for any reason whatsoever,
                  including, without limitation, negligence, fraud,
                  misrepresentation, or dishonesty on the part of the customer
                  (except as provided in Section 6b.) or Merchant or its agents,
                  employees, licensees, or franchisees, or that the related
                  transaction is not a bona fide transaction in Merchant's
                  ordinary course of business;

         (iii)    the Cardholder, in good faith, disputes or denies the Card
                  Sale or other Card transaction, the execution of the Sales
                  Slip or application/agreement, or the delivery, quality, or
                  performance of the goods, services or warranties purchased, or
                  the Cardholder has not authorized the Card Sale, or alleges in
                  good faith that

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                  a credit adjustment was requested and refused or that a credit
                  adjustment was issued by Merchant but not posted to the
                  Account in violation of Merchant's disclosed policy or
                  Applicable Law; or
         (iv)     Merchant fails to deliver to Household the Sales Slip, Credit
                  Slip, application or other records of the Card transaction
                  within the times required in this Agreement and such failure
                  to deliver in any way impairs Household's ability to meet its
                  obligations under Applicable Law (including its obligations
                  under the Fair Credit Billing Act) or otherwise to respond to
                  questions, disputes, complaints, lawsuits, counterclaims or
                  claims concerning Accounts or requests from Cardholders, or to
                  enforce any rights Household may have against a Cardholder,
                  including, without limitation, litigation by or against
                  Household, collection efforts and bankruptcy proceedings.
b.       FRAUD CHARGEBACK EXCEPTION. Notwithstanding anything to the contrary in
         this SECTION 6, Household and Merchant agree that where Merchant
         follows the procedures and provides the information set forth below, an
         application, Card Sale, Sales Slip or other Card transaction reasonably
         determined by Household to be the result of customer fraud ("Fraud
         Chargeback") shall not be subject to Chargeback under this SECTION 6 if
         the following conditions have been met by Merchant:
         (i)      For applications, Merchant shall provide verification of the
                  applicant's identity and current address by (1) witnessing the
                  signature on the application of each person whose name will
                  appear on the Account or who will be responsible for the
                  Account; and (2) obtaining a copy of one of the following: an
                  unexpired in-state driver's license containing the applicant's
                  photo and current residence as listed on the application, or a
                  current in-state identification card containing the
                  applicant's photo and current residence as listed on the
                  application, or a valid US Government issued military
                  identification, or a valid United States Passport containing
                  the applicant's photo and reviewing such identification to
                  ensure that the applicant substantially resembles the person
                  described thereon; and (3) reviewing an unexpired major credit
                  card (e.g. American Express, VISA, MasterCard, Sears, Discover
                  or major department store or oil company credit card) and
                  comparing the signature on such credit card with the signature
                  on the application and/or Sales Slip; and (4) recording on the
                  application where designated the drivers license number or the
                  card type, account number (where permissible) and expiration
                  date of such credit card identification.
         (ii)     If the address on the photo identification does not match the
                  address on the application, Merchant must obtain a photocopy
                  of other identification showing the applicant's current
                  address such as a utility bill, bank statement or car
                  registration.
         (iii)    Within fifteen (15) Business Days of receipt of Household's
                  request, or such earlier time as may be required by Household,
                  Merchant shall provide to Household a copy of the
                  identification described in 6b(i) and (ii) above to meet its
                  obligations under Applicable Law or otherwise to respond to
                  questions, disputes, inquiries, investigations, complaints,
                  lawsuits, counterclaims or other claims concerning Accounts or
                  requests from Cardholders or to enforce any rights Household
                  may have against a Cardholder.
         (iv)     For add on sales after the initial Card Sale, Merchant shall
                  compare and verify the signature on the Card with the
                  signature on the Sales Slip and also swipe the Card or take an
                  impression of the Card.
         (v)      In the event Merchant fails to comply with the foregoing
                  provisions with respect to any application to open an Account,
                  any Card Sale or Sales Slip for which Household reasonably
                  determined the transaction to be the result of customer fraud,
                  Household reserves the right to Chargeback such Account, Card
                  Sale or Sales Slip under the terms set forth herein.
         (vi)     Household shall review the amount of Fraud Chargebacks after
                  each six Months this Agreement is in effect. In the event
                  losses to Household resulting from Fraud Chargebacks ("Fraud
                  Losses") exceed [ ] (on an annualized basis) of the average
                  receivables outstanding, Household may adjust only the
                  Discount Fees set forth in Section 3 b (iii) above. The
                  increase in the Discount Fees under this subsection shall be
                  basis point for each basis point increase in Fraud Losses
                  above [ ] and shall be in effect for the next six Months.
c.       RESOLUTION AND PAYMENT. Merchant is required to resolve any dispute or
         other of the circumstances described above in (a) of this SECTION 6 to
         Household's reasonable satisfaction within fifteen (15) days of notice
         of Chargeback or Merchant shall pay to Household the full amount of
         each such Sales Slip or Card Sale subject to Chargeback or the portion
         thereof designated by Household, as the case may be, plus the finance
         charges thereon, any attorney fees incurred by Household, and other
         fees and charges provided for in the Cardholder agreement not otherwise
         recovered by Household. Upon Chargeback to Merchant of a Sales Slip or
         Card Sale, Merchant shall bear all liability and risk of loss or right
         of recovery associated with such Sales Slip or Account, or the
         applicable portion thereof, without warranty by, or recourse or
         liability to, Household. Household may deduct amounts owed to Household
         under this Section from any amounts owed to Merchant under this
         Agreement.
d.       The terms and provisions of this SECTION 6 shall survive the
         termination of this Agreement.

SECTION 7. TAPE OR ELECTRONIC TRANSMISSION & RECORDS. Data, records and
           information shall be transmitted and maintained as described below.

                                       7

<PAGE>

a.       TRANSMISSION OF DATA. In lieu of forwarding paper Sales Slips and
         Credit Slips to Household, Merchant shall transmit to Household, by
         electronic transmission or other form of transmission designated by
         Household all data required by this Agreement to appear on Sales Slips
         and Credit Slips. All data transmitted shall be in a medium, form and
         format designated by Household and shall be presorted according to
         Household's instructions. Any errors in such data or in its
         transmission shall be the sole responsibility of Merchant. The means of
         transmission indicated above in this Section shall be the exclusive
         means utilized by Merchant for the transmission of Sales Slip or Credit
         Slip transaction data to Household.
b.       RECEIPT OF TRANSMISSION. Upon successful receipt of any transmission,
         Household shall accept such transmission and pay Merchant in accordance
         with this Agreement, subject to subsequent review and verification by
         Household and to all other rights of Household and obligations of
         Merchant as set forth in this Agreement. If data transmission is by
         tape, Merchant agrees to deliver upon demand by Household a duplicate
         tape of any prior tape transmission, if such demand is made within
         forty-five (45) days of the original transmission.
c.       RECORDS. Merchant shall maintain the actual paper Sales Slips, Credit
         Slips, and other records pertaining to any transaction covered by this
         Agreement for such time and in such manner as Household or any law or
         regulation may require, but in no event less than two (2) years after
         the date Merchant presents each transaction data to Household, and
         Merchant shall make and retain for at least seven (7) years legible
         copies of both sides of such actual paper Sales Slips, Credit Slips or
         other transaction records. Within fifteen (15) days, or such earlier
         time as may be required by Household, of receipt of Household's
         request, Merchant shall provide to Household the actual paper Sales
         Slips, Credit Slips or other transaction records, any other documentary
         evidence available to Merchant and reasonably requested by Household to
         meet its obligations under law (including its obligations under the
         Fair Credit Billing act) or otherwise to respond to questions,
         complaints, lawsuits, counterclaims or claims concerning Accounts or
         requests from Cardholders, or to enforce any rights Household may have
         against a Cardholder, including, without limitation, litigation by or
         against Household, collection efforts and bankruptcy proceedings, or
         for any other reason. In the event Merchant fails to comply in any
         respect with the provisions of this Section, Household may process a
         Chargeback for each Card Sale involved pursuant to SECTION 6 above.

In lieu of Merchant promptly providing Household upon termination with all
original and microfilm copies of documents required to be retained under this
Agreement, Merchant agrees to provide Household upon request original or
microfilm copies of document(s) in order that Household may meet its obligations
under Applicable Law (including its obligations under the Fair Credit Billing
Act) or otherwise to respond to questions, disputes, complaints, lawsuits,
counterclaims or claims concerning Accounts or requests form Cardholders, or to
enforce any rights Household may have against a Cardholder, including without
limitation, litigation by or against Household , collection efforts and
bankruptcy proceeding. Merchant agrees to deliver promptly to Household the
requested documentation within ten (10) business days, and if Household does not
receive the documentation within ten (10) business days the full account
balance(s) shall be charged back to Merchant.

SECTION 8. PAYMENTS BY CARDHOLDER AND ENDORSEMENT. Merchant agrees that
Household has the sole right to receive payments on any Sales Slip or Card Sale
funded by Household. Unless specifically authorized in writing by Household,
Merchant agrees not to make any collections on any such Sales Slip or Card Sale.
Merchant agrees to hold in trust for Household any payment received by Merchant
of all or part of the amount of any such Sales Slip or Card Sale and to deliver
promptly the same in kind to Household as soon as received together with the
Cardholder's name, Account number, and any correspondence accompanying the
payment and deliver same promptly within five (5) days of receipt by Merchant.
Merchant agrees that Merchant shall be deemed to have endorsed any Sales Slip,
Credit Slip, or Cardholder payments by check, money order, or other instrument
made payable to Merchant that a Cardholder presents to Household in Household's
favor, and Merchant hereby authorizes Household to supply such necessary
endorsements on behalf of Merchant.

SECTION 9. MERCHANT CREDIT INFORMATION. Household may annually review Merchant's
financial stability. To assist Household in doing this and upon Household's
request, Merchant shall deliver to Household no later than 120 days after the
end of each fiscal year, an audited financial statement including, without
limitation, all footnotes, and supporting materials with sufficient detail to
accurately portray the financial condition of Merchant. Merchant warrants and
represents that its credit application and financial statements submitted to
Household by or on behalf of Merchant are true and accurate and Merchant agrees
to supply such additional credit information as Household may reasonably request
from time to time. Any information provided by Merchant pursuant to this SECTION
9 shall be subject to the confidentiality provisions of SECTION 19 below.
Merchant understands that Household may verify the information on any financial
statement or other information provided by Merchant and, from time to time, may
seek credit and other information concerning Merchant from others and may
provide financial and other information regarding the portfolio to its
Affiliates or to others for purposes of its asset securitizations and sales.

                                       8

<PAGE>

SECTION 10. MERCHANT BUSINESS PRACTICES. Merchant agrees to provide adequate
services in connection with each Card Sale pursuant to standard customs and
trade practices and any applicable manufacturer's warranty service provided by
Merchant and to provide such repairs, service and replacements and take such
other corrective action as may be required by law or any applicable warranty.

SECTION 11. CARDHOLDER ACCOUNT INFORMATION. Merchant shall not sell, purchase,
provide, or exchange Account information in the form of imprinted Sales Slips,
carbon copies of imprinted Sales Slips, mailing lists, tapes or other media
obtained by reason of a Card transaction to any third party other than to
Merchant's agents for the purpose of assisting Merchant in its business with
Household or pursuant to a government request.

SECTION 12. CHANGES IN MERCHANT. Merchant agrees to send Household at least (30)
days prior written notice of any change in Merchant's name or location, any
change in control of Merchant's business or any change in Sales Slip or Credit
Slip information concerning Merchant. For purposes of this Section, a change in
control shall be deemed to have occurred at such time as a "person" or "group"
(within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange
Act or 1934) other than the president and chairman of the Merchant, the senior
vice president and director of the Merchant, or any mutual fund that currently
owns percent ([ ]) of the outstanding stock normally entitled to vote in the
election of directors of the Merchant becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934), directly or
indirectly, of more than percent ([ ]) of the total voting power of all classes
of stock then outstanding of Merchant normally entitled to vote in the election
of directors.

SECTION 13.  INDEMNIFICATION.

a.       INDEMNIFICATION BY MERCHANT. Merchant shall be liable to and shall
         indemnify and hold harmless Household and its Affiliates and their
         respective officers, employees, agents and directors from any losses,
         damages, claims or complaints incurred by Household or any Affiliate of
         Household or their respective officers, employees, agents and directors
         arising out of: (i) Merchant's failure to comply with this Agreement or
         any of the Operating Instructions; (ii) any claim, dispute, complaint
         or setoff made by a Cardholder in good faith with respect to anything
         done or not done by Merchant in connection with Card Sales or credits;
         (iii) anything done or not done by Merchant in connection with the
         furnishing of any goods, warranties or services purchased by
         Cardholders; (iv) the death or injury to any person or the loss,
         destruction or damage to any property arising out of the design,
         manufacture or furnishing by Merchant of any goods, warranties or
         services purchased by Cardholders; (v) any claim or complaint of a
         third party or governmental agency made in good faith in connection
         with Merchant's advertisements and promotions relating to the Card
         which have not been reviewed or approved by Household; (vi) any illegal
         or improper conduct of Merchant or its employees or agents in
         connection with any of the transactions contemplated by this Agreement;
         and (vii) any claim or complaint by a consumer or governmental agency
         made in good faith that Merchant has violated the Equal Credit
         Opportunity Act, Truth in Lending Act, or any other related Applicable
         Laws and regulations. Household may bill any amounts incurred by
         Household under this Section from any amounts owed Merchant under this
         Agreement.
b.       INDEMNIFICATION BY HOUSEHOLD. Household shall be liable to and shall
         indemnify and hold harmless Merchant and its subsidiaries or affiliates
         and their respective officers, employees, agents and directors from any
         losses, damages, claims or complaints incurred by Merchant or any
         parent, subsidiary or affiliate of Merchant or their respective
         officers, employees, agents and directors arising out of (i)
         Household's failure to comply with this Agreement or any of the
         Operating Instructions; (ii) any claim, dispute or complaint by a
         Cardholder made in good faith resulting from anything done or not done
         by Household in connection with such Cardholder's Account; (iii) any
         illegal or improper conduct of Household, or its employees or agents
         with respect to the Card, a Card Sale, an Account or any other matters
         relating to the Program; (iv) any claim, dispute, complaint or set off
         by a consumer or governmental agency made in good faith resulting from
         a violation by Household, with respect to the application/agreement, of
         the Equal Credit Opportunity Act, Truth in Lending Act or any other
         related Applicable Laws and regulations; and (v) any claim, dispute or
         complaint of any third party or governmental agency made in good faith
         in connection with advertisements and promotions prepared by Household
         relating to the Card. Notwithstanding the foregoing, the
         indemnification by Household shall not apply to any claim or complaint
         relating to the failure of Merchant to resolve a billing inquiry or
         dispute with a Cardholder made in good faith relating to Goods or
         services purchased on the Card where such failure was not caused by
         Household.
c.       NOTICE OF CLAIM & SURVIVAL. In the event that Household or Merchant
         shall receive any claim or demand or be subject to any suit or
         proceeding of which a claim may be made against the other under this
         Section, the indemnified party shall give prompt written notice thereof
         to the indemnifying party and the indemnifying party will be entitled
         to participate in the settlement or defense thereof with counsel
         satisfactory to indemnified party at the indemnifying party's expense.
         In any case, the indemnifying party and the indemnified party shall
         cooperate (at no cost to the indemnified party) in the settlement or
         defense of any such claim, demand, suit, or proceeding. The terms of
         this SECTION 13 shall survive the termination of this Agreement.

                                       9

<PAGE>

SECTION 14. NONWAIVER. Merchant's liability under this Agreement, including,
without limitation, its liability under SECTION 6 above, shall not be affected
by any settlement, extension, forbearance, or variation in terms that Household
may grant in connection with any Sales Slip or Account or by the discharge or
release of the obligations of the Cardholder(s) or any other person by operation
of law or otherwise. Merchant hereby waives any failure or delay on Household's
part in asserting or enforcing any right that Household may have at any time
under this Agreement or under any Account.

SECTION 15.  TERM AND TERMINATION.

a.       TERM. This Agreement shall be effective as of the Effective Date when
         executed by authorized officers of each of the parties and shall remain
         in effect for five (5) years ("INITIAL TERM") and shall thereafter be
         renewed for successive one year terms (the "RENEWAL TERM(S)") or other
         term in excess of one year as agreed upon by Household and Merchant
         unless and until terminated as provided herein. The termination of this
         Agreement shall not affect the rights and obligations of the parties
         with respect to transactions and occurrences which take place prior to
         the effective date of termination, except as otherwise provided herein.
b.       TERMINATION.  This Agreement may be terminated:
         (i)      By Household or Merchant at the end of the Initial Term or the
                  end of any Renewal Term upon not less than one hundred eighty
                  (180) days prior written notice to the other prior to the end
                  of the Initial Term or the Renewal Term; or
         (ii)     by Household or Merchant upon written notice to the other in
                  the event the other party shall elect to wind up or dissolve
                  its operation or is wound up and dissolved; becomes insolvent
                  or repeatedly fails to pay its debts as they become due; makes
                  an assignment for the benefit of creditors; files a voluntary
                  petition in bankruptcy, or for reorganization or is
                  adjudicated as bankrupt or insolvent; or has a liquidator or
                  trustee appointed over its affairs; or
         (iii)    by Household upon notice (a) if there occurs any material
                  change in ownership of Merchant or if a change occurs in
                  Merchant's financial condition as determined by Household in
                  Household's sole discretion or if Merchant suspends or goes
                  out of business or substantially reduces its business
                  operations or sends a notice of a proposed bulk sale of all or
                  part of its business; or (b) in the event Merchant materially
                  breaches its obligations or any warranty or representation
                  under this agreement or in any Operating Instructions; or (c)
                  if Household has reasonable cause to believe that Merchant
                  will not be able to perform its obligations under this
                  Agreement, or if Household receives a disproportionate number
                  of Cardholder inquiries, disputes, or complaints; or (d) if in
                  Household's judgment, any Applicable Law requires that this
                  Agreement or either party's rights or obligations hereunder be
                  amended, modified, waived or suspended in any respect,
                  including, without limitation, the amount of finance charges
                  or fees that may be charged or collected or the consumer rate
                  that may be charged on purchases with the card.
         (iv)     by Household upon written notice (a) if Household has
                  reasonable cause to believe that Merchant, its agents or
                  employees have engaged in any fraudulent activity in
                  connection with any of the transactions contemplated by this
                  Agreement; or (b) if Household receives a disproportionate
                  number of Cardholder inquiries, disputes, or complaints. For
                  purposes of this SUBSECTION B (IV) (B) a "disproportionate
                  number" shall exist when and if the average number of
                  Cardholder inquiries, disputes and complaints received by
                  Household each month over any six (6) month period equals or
                  exceeds 15% of the total number of active debit and credit
                  balance Accounts (Household to notify Merchant after 3
                  months); or (c) if in Household's reasonable legal judgment,
                  any Applicable Law requires that this Agreement or either
                  party's rights or obligations hereunder be amended, modified,
                  waived or suspended in any material respect, including,
                  without limitation, the amount of finance charges or fees that
                  may be charged or collected or the consumer rate that may be
                  charged on purchases with the Card.
c.       DUTIES AND RIGHTS UPON TERMINATION. Upon termination of this Agreement,
         Merchant will provide Household records, data and information as
         provided in SECTION 7 of this Agreement. Household is not liable to
         Merchant for any direct or consequential damages that Merchant may
         suffer as a result of Household's termination of this Agreement. In the
         event this Agreement is terminated for any reason or notice of
         termination is given by either party, Household may take such other
         reasonable actions including but not limited to establishing and
         maintaining a reserve from payments otherwise payable to Merchant to
         protect Household's rights under this Agreement and to cover Chargeback
         amounts and other amounts owing to Household. The provisions of this
         subsection shall survive the termination of this Agreement.
d.       PURCHASE REQUIREMENT Upon termination of this Agreement, Merchant shall
         purchase or arrange to purchase by a third party, the Accounts, without
         recourse to Household and without representations or warranty, express
         or implied or pay a liquidation fee as described below. The purchase
         price will be [ ] of the full amount of all the outstanding Account
         balances, including accrued finance charges on promotions, plus accrued
         interest from the last billing cycle through the date of sale. The
         purchase to occur not later than ninety (90) days after the effective
         date of termination of the Agreement and to be under such terms and
         conditions as are reasonably

                                       10

<PAGE>

         acceptable to Merchant and Household. In any event beginning on the
         effective date of termination of this Agreement, Merchant shall pay
         Household on a monthly basis, within ten (10) days of Household's
         request, a liquidation fee in the amount of [ ] per active Account per
         month, (i) until such time as the purchase is complete and Household is
         paid the purchase price in full, or (ii) if no purchase occurs, until
         such time as the outstanding Account balances/receivables are
         liquidated and paid in full.

SECTION 16. STATUS OF THE PARTIES. In performing their responsibilities pursuant
to this Agreement, Household and Merchant are in the position of independent
contractors, and in no circumstances shall either party be deemed to be the
agent or employee of the other. This Agreement is not intended to create, nor
does it create and shall not be construed to create, a relationship of principal
and agent, partner or joint venture or an association for profit between
Household or Merchant. Any amounts ever owing by Merchant pursuant to this
Agreement represent contractual obligations only and are not a loan or debt.

SECTION 17. FORCE MAJEURE. Neither party to this Agreement shall be liable to
the other by reason of any failure in performance of this Agreement in
accordance with its terms if such failure arises out of a cause beyond the
control and without the fault or negligence of such party. Such causes may
include but are not limited to acts of God, of the public enemy or of civil or
military authority, unavailability of energy resources, system or communication
failure, delay in transportation, fires, strikes, riots or war. In the event of
any force majeure occurrence, the disabled party shall use its best efforts to
meet its obligations as set forth in this Agreement.

SECTION 18. LIMITED LICENSE. Merchant hereby authorizes Household for purposes
of this Agreement to use Merchant's name, logo, registered trademarks and
servicemarks (if any) and any other proprietary designations ("PROPRIETARY
MATERIALS") on the Cards, applications, periodic statements, billing statements,
collection letters or documents, promotional or advertising materials and
otherwise in connection with the Program, subject to Merchant's periodic
reasonable review of such use and to such reasonable specifications of Merchant.
Merchant represents and warrants that it has obtained appropriate federal and/or
state trademark registrations to protect its interest in the use and ownership
of the Proprietary Materials. Merchant shall, indemnify, defend and hold
Household harmless from any loss, damage, expense or liability arising from any
claims of alleged infringement of the Proprietary Materials (including
reasonable attorneys' fees and costs). Merchant may not use any name or service
mark of Household or any of its Affiliates in any manner without the prior
written consent of Household.

SECTION 19. CONFIDENTIALITY. Merchant will keep confidential and not disclose to
any person or entity (except employees, officers, partners or directors of
Merchant who are engaged in the implementation and execution of the Program or a
regulatory entity that may require information from a public company) all
information, software, systems and data, that Merchant receives from Household
or from any other source, relating to the Program and matters which are subject
to the terms of this Agreement, including, but not limited to, Cardholder names
and addresses or other Account information, and shall use, or cause to be used,
such information solely for the purposes of the performance of Merchant's
obligations under the terms of this Agreement. Household will keep confidential
and not disclose to any person or entity (except employees, officers, agents or
directors of Household, its subsidiaries or affiliates who are engaged in the
implementation and execution of the Program) any information that Household
receives from Merchant which is designated confidential by Merchant. All
financial statements, business plans, sales results and similar information
provided to Household by Merchant are hereby deemed to be confidential. In the
event Household sells or assigns the Accounts or any portion of the Accounts
under the Program or Merchant purchases or arranges the purchase of the Accounts
by a third party pursuant to SECTION 15.D. above, Household or Merchant may
disclose any information under this provision reasonably necessary or required
to effectuate such sale, assignment or purchase. The provisions of this SECTION
19 shall survive the termination of this Agreement.

SECTION 20. ADDITIONAL PRODUCTS & SERVICES. Household and/or any of its
Affiliates may at any time, whether during or after the term of this Agreement
and whether the Accounts are owned by Household, solicit Cardholders for any
other credit cards or other types of accounts or financial or insurance services
or products offered by Household and/or any of its Affiliates.

SECTION 21. NOTICES. All notices required or permitted by this Agreement shall
be in writing and shall be sent to the respective parties as follows: if to
Household, to the Attention of President, (with a copy to the Attention of
General Counsel, HRS USA Law Department, 2700 Sanders Road, Prospect Heights,
Illinois 60070); if to Merchant, to the Attention of Chief Financial Officer at
their respective addresses set forth on page one of this Agreement or such other
addresses as each party may designate to the other by notice hereunder. Said
notices shall be deemed to be received when sent to the above addresses (i) upon
three (3) Business Days after deposit in the U.S. first class mail with postage
prepaid, (ii) upon personal delivery, or (iii) upon receipt by telex, facsimile,
or overnight/express courier service or mail.

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<PAGE>

SECTION 22. AMENDMENTS AND SUPPLEMENTARY DOCUMENTS. Household may amend this
Agreement upon ten (10) days' prior written notice to Merchant if such
modification is reasonably determined by Household to be required by any state
or federal law, rule, regulation, governmental or judicial order, opinion,
interpretation or decision; provided, however, Merchant may terminate this
Agreement upon ninety (90) days prior written notice to Household if such
modification or amendment results in a material adverse change in the financial
expectations of Merchant under this Agreement; provided further, however,
Merchant waives the right to terminate this Agreement under this SECTION 22 if
such notice is not provided to Household within sixty (60) days after receiving
notice from Household of a modification or amendment. Reference herein to "this
Agreement" shall include any schedules, appendices, exhibits, and amendments
hereto. Any amendment or modification to this Agreement must be in writing and
signed by a duly authorized officer of Household and Merchant to be effective
and binding upon the parties; no oral amendments or modifications shall be
binding upon the parties.

SECTION 23. ASSIGNMENT. This Agreement is binding upon the parties and their
successors and to Household assigns. Notwithstanding, Merchant may not assign
this Agreement without the prior written consent of Household; any purported
assignment without such consent shall be void. Household may without Merchant's
consent assign this Agreement or any of the rights or obligations hereunder only
to any Affiliate of Household at any time. In the event of such assignment, the
assignee shall have the same rights and remedies as Household under this
Agreement.

SECTION 24. NONWAIVER AND EXTENSIONS. Neither party shall by any act, delay,
omission, or otherwise be deemed to have waived any rights or remedies
hereunder. Either party's failure to enforce any of its rights under this
Agreement shall not affect any other right of such party or the same right in
any other instance.

SECTION 25. RIGHTS OF PERSONS NOT A PARTY. This Agreement shall not create any
rights on the part of any person or entity not a party hereto, whether as a
third party beneficiary or otherwise.

SECTION 26. SECTION HEADINGS. The headings of the sections of this Agreement are
for reference only, are not a substantive part of this Agreement and are not to
be used to affect the validity, construction or interpretation of this Agreement
or any of its provisions.

SECTION 27. INTEGRATIONS. This Agreement contains the entire agreement between
the parties. There are merged herein all prior oral or written agreements,
amendments, representations, promises and conditions in connection with the
subject matter hereof. Any representations, warranties, promises or conditions
not expressly incorporated herein shall not be binding on the parties.

SECTION 28. GOVERNING LAW/SEVERABILITY. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois. If any provision
of this Agreement is contrary to Applicable Law, such provision shall be deemed
ineffective without invalidating the remaining provisions hereof.

                     (THIS SPACE LEFT BLANK INTENTIONALLY.)

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<PAGE>

SECTION 29. JURISDICTION. ANY SUIT, COUNTERCLAIM, ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT BY MERCHANT IN THE COURTS
OF THE STATE OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF ILLINOIS; AND THE MERCHANT HEREBY IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF SUCH COURTS AND ANY APPELLATE COURTS THEREOF FOR THE
PURPOSE OF ANY SUCH SUIT, COUNTERCLAIM, ACTION, PROCEEDING OR JUDGMENT (IT BEING
UNDERSTOOD THAT SUCH CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS WAIVES
ANY RIGHT TO SUBMIT ANY DISPUTES HEREUNDER TO ANY COURTS OTHER THAN THOSE
ABOVE).

SECTION 30. WAIVER OF JURY TRIAL. HOUSEHOLD AND MERCHANT HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION,
SUIT, PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS AGREEMENT, ANY
RELATED DOCUMENT OR UNDER ANY OTHER DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY
IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH, OR ARISING FROM
ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREE THAT ANY
SUCH ACTION, SUIT, PROCEEDING OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND
NOT BEFORE A JURY; THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOUSEHOLD AND
MERCHANT ENTERING INTO THIS AGREEMENT.

IN WITNESS WHEREOF, Household and Merchant have caused their duly authorized
representatives to execute this Merchant Agreement as of the date set forth
above.
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BANK:                                                MERCHANT:
<S>                                                  <C>

HOUSEHOLD BANK (SB), N.A.                            SOUND ADVICE, INC.

By: _____________________________________            By:______________________________________

Print Name: _____________________________            Print Name:___________________________________

Title: __________________________________            Title: ____________________________________


                                                     ATTESTED OR WITNESSED

                                                     By: _____________________________________

                                                     Print Name: ______________________________

                                                     Title: ____________________________________

                                                     Merchant's Federal Tax ID #: 59-1520531
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