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                       RESTRICTED STOCK AGREEMENT

       This Restricted Stock Agreement (the "Agreement") is entered into as of
the 22nd day of May, 1996, by and between SUN TELEVISION AND APPLIANCES, INC.,
an Ohio corporation (the "Company") and Steven A. Martin (the "Executive").

                                    RECITAL

       The Company has agreed to employ the Executive as its Executive Vice
President and Chief Financial Officer and Treasurer and the Executive has
accepted such employment pursuant to an Employment Agreement dated as of May
22, 1996. Pursuant to that agreement, the Company has agreed to issue shares of
its common stock to the Executive, as provided in this Agreement.

                                   AGREEMENT

 1.    GRANT OF RESTRICTED STOCK.  The Company hereby agrees to issue to the
       Executive  sixteen thousand six hundred and sixty-seven (16,667) shares
       of the Company's common stock, $.01 par value (the "Restricted Shares"),
       subject to  the terms and conditions set forth in this Agreement.  The
       Company shall cause certificates for the Restricted Shares to be issued
       in the Executive's name as provided in Section 2 of this Agreement, and
       the Executive shall thereupon be a shareholder of the Company with
       respect to all of the Restricted Shares represented by each such
       certificate and shall have all of the rights of a shareholder with
       respect to the Restricted Shares, including the right to vote the
       Restricted Shares and to receive all dividends and other distributions
       paid with respect to the Restricted Shares; provided, however, that the
       Restricted Shares shall be subject to the restrictions hereinafter
       described.  Certificates representing Restricted Shares shall be
       imprinted, in conspicuous type, with the following legend:

               THE SALE, EXCHANGE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER
               DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND
               ANY INTEREST THEREIN IS RESTRICTED BY AN AGREEMENT DATED AS OF
               MAY 22, 1996 BETWEEN THE CORPORATION AND THE HOLDER, A COPY OF
               WHICH IS LOCATED AT THE OFFICE OF THE SECRETARY OF THE
               CORPORATION. THE SECRETARY OF THE CORPORATION WILL MAIL WITHOUT
               CHARGE TO A SHAREHOLDER, WITHIN FIVE DAYS AFTER WRITTEN REQUEST
               THEREFOR FROM SUCH SHAREHOLDER, A COPY OF SUCH AGREEMENT.

       Delivery of the certificates for Restricted Shares shall occur as soon
as practicable.

 2.    RESTRICTIONS.  The Executive shall not sell, exchange, transfer, pledge,
       hypothecate or otherwise dispose of any legal or beneficial ownership
       interest in the Restricted Shares



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       otherwise than in the amounts and after the dates (each a
       "Vesting Date") determined as follows: The Restricted Shares
       shall become vested at the rate of 1/48 of such shares at the end
       of each month following the effective date.

       If the Executive is continuously employed by the Company on a full-time
       basis from the date of this Agreement through and including the last
       Vesting Date, or if the Executive's employment is terminated at any time
       prior to the last Vesting Date, unless such termination is either by the
       Company for cause or voluntarily by Executive, then all of the
       Restricted Shares shall vest and Executive, Executive's personal
       representative or the person or persons to whom his rights pass by will
       or the laws of descent and distribution may sell, exchange, transfer,
       pledge, hypothecate or otherwise dispose of the Restricted Shares
       without reference to the restrictions set forth in this Section (but
       subject, to the extent then applicable, to the restrictions set forth in
       Section 4) and shall be entitled to the reissuance of a stock
       certificate without the legend referred to in Section 1. If the
       Company's full-time employment of Executive should be terminated at any
       time prior to any Vesting Date either by the Company for Cause or
       voluntarily by Executive, then all of the Restricted Shares not vested
       prior to that Vesting Date shall be forfeited by the Executive and the
       certificate or certificates for such unvested Restricted Shares shall be
       delivered to the Company by the Executive for cancellation. As used
       herein, "cause" shall have the meaning ascribed to that term in Section
       7 of the Employment Agreement.

 3.    REORGANIZATION OR CHANGE IN CONTROL.

(a)    If shares of common stock of the Company should, as a result of a stock
       split, stock dividend, combination of shares or any other change, or
       exchange for other securities, by reclassification, reorganization,
       merger, consolidation, recapitalization or otherwise, be increased or
       decreased or changed into or exchanged for a different number or kind of
       shares of stock or other securities of the Company or of another
       corporation, the number of Restricted Shares shall be adjusted to
       reflect such action on the same basis as other shares of common stock of
       the Company then outstanding.

(b)    If, as a result of one of the events set forth in paragraph (a) of this
       Section 3, the Executive shall, as owner of the Restricted Shares, be
       entitled to new or additional or different shares of stock or
       securities, the certificate or certificates therefor, or other evidences
       of such new or additional or different shares or securities, shall be
       imprinted with the legends set forth in Sections 1 and 4, and all the
       provisions of this Agreement shall be applicable to such new or
       additional or different shares or securities to the extent applicable to
       the Restricted Shares.

(c)    In the event of a "Change in Control" (as defined in Section 8 of the
       Employment Agreement), the restrictions described in Section 2 shall
       terminate and the Restricted Shares shall be freely transferrable by the
       Executive upon such Change in Control (but subject, to the extent then
       applicable, to the restrictions set forth in Section 4).

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 4.    SECURITIES  LAW COMPLIANCE.  The Executive understands that the
       Restricted Shares have not been registered under the Securities Act of
       1933, as amended (the "Act") and are, therefore, "restricted
       securities" as that term is defined in Rule 144 of the Securities and
       Exchange Commission ("SEC").  The Executive further understands that,
       regardless of the termination of the Restricted Period and the vesting
       provisions set forth in Section 2, he may not sell or otherwise dispose
       of the Restricted Shares unless they are registered under the Act and
       any applicable state securities law or an exemption from such
       registration is available.  The Executive therefore agrees that the
       certificate or certificates for the Restricted Shares delivered to him
       pursuant to this Agreement shall bear the following legend:

           THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
           UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY
           STATE SECURITIES LAW AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF
           UNLESS THEY ARE SO REGISTERED OR UNLESS, IN THE OPINION OF COUNSEL
           ACCEPTABLE TO THE CORPORATION, AN EXEMPTION FROM THE REQUIREMENT FOR
           SUCH REGISTRATION IS AVAILABLE.

       The Executive further understands that, regardless of the status of the
       Shares as "Restricted Securities," restrictions on resale of the Shares
       may be applicable if he is an "affiliate" of the Company, as that term
       is used in Rule 144. The Executive agrees that he will advise the
       Secretary of the Company prior to any sale or other transfer of the
       Restricted Shares.

 5.    WITHHOLDING TAXES. The Company shall have the right to require the
       Executive to remit to the Company, or to withhold from other amounts
       payable to the Executive, as compensation or otherwise, an amount
       sufficient to satisfy all federal, state and local withholding tax
       requirements.

 6.    NO CONTRACT OF EMPLOYMENT. Nothing in this Agreement shall confer on the
       Executive any right to continue in the service of the Company or reduce,
       enlarge or modify the employment relationship between the Company and
       the Executive. The Restricted Shares and the Vesting Schedule shall not
       be affected by any change of duties or position as long as the Executive
       continues to be employed on a full-time basis by the Company.

 7.    NOTICES. All notices required pursuant to this Agreement shall be in
       writing and shall be personally delivered or sent by registered or
       certified mail, postage prepaid, (a) if to the Company, at its principal
       office, Attn: Chairman of the Board; or (b) if to the Executive, to the
       Executive's last address on the personnel records of the Company.

8.     GENERAL.  This Agreement shall be construed as a contract under the laws
       of the State of Ohio, without reference to its choice of law rules.  It
       may be executed in several counterparts, all of which shall constitute
       one agreement.  It shall bind and benefit the parties and their

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       respective successors, assigns, heirs and legal representatives. No
       assignment of this Agreement, in whole or in part, may be made by any
       party hereto without the prior written consent of all of the other
       parties.

       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.

                                             SUN TELEVISION AND APPLIANCES, INC.

                                     By: /s/ JAMES R. COPITZKY
                                        ---------------------------------------

                                     Name: James R. Copitzky
                                          -------------------------------------

                                     Its: President
                                         --------------------------------------

                                     EXECUTIVE:

                                     /s/ STEVEN A. MARTIN
                                     ---------------------------------------
                                         Steven A. Martin


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