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                                  EXHIBIT 10.33

                                February 11, 2003




Mr. Walter Mulvey
CEO
goodguys.com, inc.
120 SW Ankeny, Suite 210
Portland, Oregon 97204

Dear Walt:

      The purpose of this letter is to confirm in writing the results of our
meeting on December 19, 2002.

      There is no intention at this time to amend any of the agreements that
have been entered into between Good Guys and goodguys.com. Both Good Guys and
goodguys.com reserve the right to assert and enforce their respective positions
regarding the interpretive issues that have arisen under those agreements in the
event of any change in control of Good Guys or goodguys.com. A change in control
of Good Guys shall be deemed to occur in the event of any transaction that
results in the stockholders of Good Guys immediately prior to the transaction
owning less than a majority of the outstanding shares of Good Guys immediately
after the transaction and a change in control of goodbuys.com shall be deemed to
occur in the event the shareholders of goodguys.com (other than Good Guys) cease
at anytime to own a majority of the outstanding shares of capital stock of
goodguys.com. Following any such change in control, Good Guys and goodguys.com
would be able to reassert and enforce positions heretofore taken by them with
regard to the issues covered by this letter, to the extent the same differ from
the understandings contained in this letter, though neither of them could do so
retroactively for any period preceding the date on which the change in control
occurs.

      Subject to the foregoing, we have agreed to proceed with our relationship
as follows:

      1. The discount rate we would give goodbuys.com the benefit of with regard
      to purchase discounts available to Good Guys would be 3% of Net Sales (as
      defined in our agreement), which would be equal to the royalty payable by
      goodguys.com to us, and with
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      respect to the royalty there would be no adjustment for direct costs of
      selling; in other words there would be a "wash". This discount rate will
      be effective as of October 1, 2002 and, subject to the change in control
      provisions above, will expire at the close of business on August 31, 2004.

      2. All deliveries would be from our Distribution Center and not from any
      store of Good Guys. goodguys.com would not be able to return any open-box
      merchandise and could return only new in box merchandise. Returns by
      goodguys.com would be at 90% of cost.

      3. goodguys.com would pay all pass-through costs for freight, processing
      and distribution center services (labor, trucking, etc.) at the rate of
      4.41% of purchases. This freight charge will be effective as of October 1,
      2002, and will apply so long as goodguys.com continues shipping with the
      freight carrier as determined pursuant to item 4 below on a weekly
      schedule of Tuesday, Thursday and Saturday.

      4. At a timing elected by goodguys.com, but not later than for periods
      after August 31, 2003, goodguys.com will, in consultation with our
      Distribution Center, select a carrier and Good Guys will then contract
      with that carrier to deliver merchandise to goodguys.com FOB Portland.

      5. Prior to the end of March 2003, Good Guys will use its reasonable
      commercial efforts to obtain from its banks an amendment to its existing
      credit facility to increase from $250,000 to $400,000 the limit on
      outstanding goodguys.com invoices. As has been true in the past, these
      limits will include freight and labor.

      6. Subject only to complying with the effective date for the new 3%
      discount provided for in paragraph 1 above, Good Guys and goodguys.com
      will forgive any claims pre-dating our meeting on December 19 with respect
      to past discounts and royalties.

      7. The goodguys.com name shall appear in black in 10 point type size in
      Good Guys' advertisements. The exposure frequency for print advertisements
      shall be as follows:
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      1 page -- 1 exposure
      2 pages -- 2 exposures
      4 pages -- 2 exposures
      8 pages -- 4 exposures
      16 pages -- 6 exposures
      20 pages -- 8 exposures
      20+ pages -- 10 exposures

      As agreed, Good Guys will only be required to give the dot.com name
      without any message.

      8. goodguys.com will restore to its website at no cost the "in-store only
      product and product descriptions" and the "store locator" information
      previously carried on the website and will add new "in-store only"
      product/SKU's at the cost of $20.00 per SKU.

      9. goodguys.com will pay $20,000 of the cost of restoring the escalator.

      If the above is in accordance with your understanding as to the agreements
reached at our meeting, I would appreciate your so indicating by signing and
returning to me the attached copy of this letter.

                                                Sincerely yours,

                                                /s/ Peter G. Hanelt

                                                Peter G. Hanelt
                                                Chief Operating Officer

Agreed:

goodguys.com, inc.

By /s/ Walter Mulvey
   -----------------
      Chief Executive Officer
      2.12.93