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                                  Exhibit 10.2
                                  ------------
                              TERMINATION AGREEMENT



                  TERMINATION AGREEMENT, dated as of March 20, 1998 (this
"Termination Agreement"), among Retailer Funding Corporation, a Delaware
corporation ("RFC"), General Electric Capital Corporation, a New York
corporation ("GECC"), Bankers Trust Company, a New York corporation ("BTCo"),
PaineWebber Incorporated, as successor to Kidder, Peabody & Co. Incorporated, a
Delaware corporation ("Kidder"), Lehman Commercial Paper, Inc., a Delaware
corporation ("Lehman"), Keyboard Acceptance Corporation, a Delaware corporation
("KAC") (formerly known as BPO Finance Corporation ("BPO")), Conn Credit
Corporation, a Texas corporation ("Conn") (all together as the "Parties").

                  WHEREAS, RFC and GECC entered into the Liquidity Agreement
dated as of October 1, 1990 and amended by the First Amendment dated as of
February 15, 1994 and the Second Amendment dated as of November 1, 1996 (as
amended, the "Baldwin Liquidity Agreement");

                  WHEREAS, RFC and GECC entered into the Liquidity Agreement
dated as of June 1, 1993 (the "Conn Liquidity Agreement");

                  WHEREAS, RFC and GECC entered into the Security Agreement
dated as of June 28, 1988 and amended by the First Amendment dated as of
February 15, 1994 (as amended, the "Security Agreement");

                  WHEREAS, RFC and BTCo entered into, and GECC consented to, the
Depositary Agreement dated as of June 28, 1988 (the "Depositary Agreement");

                  WHEREAS, GECC, Kidder and BPO entered into the Indemnification
Agreement dated as of October 1, 1990 (the "BPO-Kidder Indemnification
Agreement");

                  WHEREAS, GECC, Kidder and Conn entered into the
Indemnification Agreement dated as of June 1, 1993 (the "Kidder-Conn
Indemnification Agreement");

                  WHEREAS, GECC, Lehman and Keyboard entered into the
Indemnification Agreement dated as of December 1, 1994 (the "Lehman-Keyboard
Indemnification Agreement");

                  WHEREAS, GECC, Lehman and Conn entered into the
Indemnification Agreement dated as of December 1, 1994 (the "Lehman-Conn
Indemnification Agreement");

                  WHEREAS, RFC and Lehman entered into the Commercial Paper
Dealer Agreement dated as of December 9, 1994 (the "Lehman Commercial Paper
Dealer Agreement");

                  WHEREAS, RFC and Kidder entered into the Commercial Paper
Dealer Agreement dated as of June 28, 1988 (the "Kidder Commercial Paper Dealer
Agreement" and together with the Baldwin Liquidity Agreement, the Conn Liquidity
Agreement, the Security


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Agreement, the Depositary Agreement, the BPO-Kidder Indemnification Agreement,
the Kidder-Conn Indemnification Agreement, the Lehman-Keyboard Indemnification
Agreement, the Lehman-Conn Indemnification Agreement and the Lehman Commercial
Paper Dealer Agreement, the "Agreements");

                  NOW, THEREFORE, each of the Parties hereto agrees that, as of
the date hereof, each of the Agreements to which it is a party, is hereby
terminated and, except as expressly provided in each of the Agreements, is of no
further force or effect.

                  IN WITNESS WHEREOF, each of the Parties hereto has caused a
counterpart of this Termination Agreement to be duly executed as of the date
first above written.





                           RETAILER FUNDING CORPORATION
                           
                           
                           
                           By:      /s/ William J. Mayer
                                    --------------------------------
                              Name: William J. Mayer
                              Title:  Assistant Secretary
                           
                           
                           
                           GENERAL ELECTRIC CAPITAL CORPORATION
                           
                           
                           
                           By:      /s/ Steven Kluger
                                    --------------------------------
                              Name: Steven Kluger
                              Title:   Vice President
                           
                           
                           
                           BANKERS TRUST COMPANY
                           
                           
                           
                           By:      /s/ Julianne Marledge
                                    --------------------------------
                              Name: Julianne Marledge
                              Title:   Principal
                           
                                       -2-
                  

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                           PAINEWEBBER INCORPORATED
                           
                           
                           
                           By:      /s/ Karen A. Rockey
                                    --------------------------------
                              Name: Karen A. Rockey
                              Title:   Corporate Vice President
                           
                           
                           
                           LEHMAN COMMERCIAL PAPER, INC.
                           
                           
                           
                           By:      /s/ Wendy Mangiaracina
                                    --------------------------------
                              Name: Wendy Mangiaracina
                              Title:   Vice President
                           
                           
                           
                           KEYBOARD ACCEPTANCE CORPORATION
                           
                           
                           
                           By:      /s/ Perry H. Schwartz
                                    --------------------------------
                              Name: Perry H. Schwartz
                              Title:   Executive Vice President and Chief
                              Financial Officer
                           
                           
                  
                           CONN CREDIT CORPORATION
                           
                           
                           
                           By:      /s/ David R. Atnip
                                    --------------------------------
                              Name: David R. Atnip
                              Title:   Secretary/Treasurer
                           
                                       -3-