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                                                                   EXHIBIT 10.34

THE SECURITIES REPRESENTED BY THIS NOTE AND THE SECURITIES ISSUABLE UPON ITS
CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD,
ASSIGNED, PLEDGED TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES
LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR
SUCH LAWS AND, IF REQUESTED BY MAKER, UPON DELIVERY OF AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO MAKER THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE
ACT OR SUCH LAWS.

ALL INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO OTHER INDEBTEDNESS
PURSUANT TO, AND TO THE EXTENT PROVIDED IN, AND IS OTHERWISE SUBJECT TO THE
TERMS OF, THAT CERTAIN INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF
SEPTEMBER 29, 2003, AS THE SAME MAY BE AMENDED, MODIFIED OR SUPPLEMENTED FROM
TIME TO TIME, BY AND AMONG BANK OF AMERICA, N.A., AS AGENT, GOOD GUYS
CALIFORNIA, INC., GOOD GUYS, INC., AND COMPUSA, INC.

               UNSECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTE

$5,000,000.00                                                 September 29, 2003

                  FOR VALUE RECEIVED, Good Guys California, Inc., a California
corporation (the "Maker"), hereby unconditionally promises to pay to the order
of CompUSA Inc. (the "Holder" or the "Lender"), or its permitted assigns, the
original aggregate principal sum of Five Million Dollars ($5,000,000.00),
together with interest on the unpaid principal balance of this Note outstanding
at a rate per annum equal to three percent (3%) (computed on the basis of the
actual number of days elapsed in a 360-day year) per annum and continuing on the
outstanding principal until this Note is exchanged or paid in full. All payments
of principal and interest by the Maker under this Note shall be made in cash in
immediately available funds on the Maturity Date (as defined below).

                  So long as any Event of Default (as defined below) or any
Shareholder Event (as defined below) shall be continuing, (i) every amount due
and owing under this Note shall bear interest at an annual rate of five percent
(5%) (the "Default Interest Rate") and (ii) any accrued but unpaid interest on
this Note shall be payable on demand and shall accrue until the obligation of
the Maker with respect to the payment of such interest has been discharged
(whether before or after judgment). In no event shall any interest charged,
collected or reserved under this Note exceed the maximum rate then permitted by
applicable law and if any such payment is paid by the Maker, then such excess
sum shall be credited by the Holder as a payment of principal.

         1.       Definitions. Unless the context otherwise requires, when used
herein the following terms shall have the meaning indicated:

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                  "Common Stock" shall mean the common stock, par value $.001
per share, of Parent.

                  "Conversion Date" shall have the meaning ascribed to such term
in Section 3(b)

                  "Conversion Price" shall mean $2.05 per share (subject to
adjustment in the event of any stock dividend, stock split, stock distribution
or combination or similar event with respect to such stock after the date of
this Note).

                  "Default Interest Rate" shall have the meaning ascribed to
such term in the second paragraph herein.

                  "Event of Default" shall have the meaning ascribed to such
term in Section 6(a) herein.

                  "Holder" shall have the meaning ascribed to such term in the
first paragraph herein.

                  "Issue Date" shall mean September 29, 2003.

                  "Lender" shall have the meaning ascribed to such term in the
first paragraph herein.

                  "Maker" shall have the meaning ascribed to such term in the
first paragraph herein.

                  "Maturity Date" shall mean September 29, 2005 or, if the
Lender elects in its sole and absolute discretion by written notice to the Maker
given not later than thirty (30) days prior to September 29, 2005, the date
specified by Lender but not later than the third anniversary of the Issue Date.

                  "Merger Agreement" shall mean the Agreement and Plan of
Merger, dated as of September 29, 2003 and as amended, between Parent and the
other parties named therein.

                  "Merger" shall have the meaning ascribed to such term in the
Merger Agreement.

                  "Note" shall have the meaning ascribed to such term in Section
2 herein.

                  "Obligations" shall mean all debts, liabilities, and
obligations for monetary amounts (whether or not such amounts are liquidated or
determinable) owing by the Maker to Lender and arising under this Note. This
term includes, without limitation, all interest, charges, expenses, attorneys
fees and any other sum chargeable to the Maker under this Note.

                  "Parent" shall mean Good Guys, Inc., a Delaware corporation.

                  "Securities" shall mean this Note and the shares of Common
Stock issuable upon conversion of this Note.

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                  "Shareholder Event" shall have the meaning ascribed to such
term in Section 6(a)(v) herein.

         2.       Merger Agreement. This Unsecured Subordinated Convertible
Promissory Note (this "Note") is the unsecured subordinated convertible
promissory note of the Maker referred to in the Merger Agreement. This Note is
transferable and assignable to any person to whom such transfer is permissible
under applicable law; provided, however, that any transfer of this Note must be
accompanied by the surrender of this Note to Maker together with any necessary
transfer documents. The Maker agrees to issue from time to time replacement
Notes in the form hereof to facilitate such transfers and assignments. In
addition, after delivery of an indemnity in form and substance satisfactory to
the Maker, the Maker also agrees to issue a replacement Note if the Note is
lost, stolen, mutilated or destroyed.

         3.       Conversion.

                  (a)      Optional Conversion. The Lender may convert the
outstanding principal amount (or any portion thereof) and accrued but unpaid
interest (or any portion thereof) on this Note into shares of Common Stock at
any time, and from time to time, at the Conversion Price. The number of shares
of Common Stock issuable upon conversion of this Note shall be determined by
dividing the principal amount of this Note (or any portion thereof) and accrued
but unpaid interest (or any portion thereof) surrendered for conversion by the
Conversion Price.

                  (b)      Mechanics. To convert this Note, the Lender shall
surrender this Note, duly endorsed, at the principal offices of the Maker or any
transfer agent of the Maker. The date upon which the Lender surrenders the Note
to the Maker is the "Conversion Date." At its expense, as soon as practicable
after the Conversion Date, Parent shall deliver to the Lender a certificate for
the number of whole shares of Common Stock issuable upon the conversion and cash
in lieu of any fractional shares. The person in whose name the Common Stock
certificate is registered shall be deemed to be a stockholder of record on the
Conversion Date. In furtherance of the foregoing, Parent and Maker acknowledge
that any delay in or failure to deliver such certificates to the person in whose
name the Common Stock certificate is registered following the Conversion Date
shall not affect the right of such person to be treated for all purposes, in
respect of the number of whole shares of Common Stock issuable upon such
conversion, as the record holder of such number of shares of Common Stock on the
Conversion Date. In the event this Note is to be converted in part, the Maker
shall execute and deliver to the Lender, a new Note equal in principal amount to
the unconverted portion of the Note surrendered. Parent agrees to reserve, out
of its authorized but unissued Common Stock, a sufficient number of shares of
Common Stock to permit the conversion of this Note into shares of Common Stock.
All shares of Common Stock delivered upon conversion of this Note shall be newly
issued shares, shall be duly authorized, validly issued, fully paid and
nonassessable and shall be free from preemptive rights and free of any lien or
adverse claim.

                  (c)      Fractional Shares. Parent shall not be required to
issue fractional shares of Common Stock upon conversion of this Note. In lieu
thereof, Maker will pay an amount of cash equal to current market value of the
fractional shares.

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         4.       Payments. The Maker shall have no right to prepay all or any
portion of this Note prior to the Maturity Date. All payments by the Maker under
this Note shall be made without set-off, defense or counterclaim and be free and
clear and without any deduction or withholding for any taxes or fees of any
nature whatever, unless the obligation to make such deduction or withholding is
imposed by law. The principal balance and all accrued but unpaid interest on
this Note shall be paid in full on the Maturity Date.

         5.       No Waiver by Lender. The Lender's failure, at any time or
times, to require strict performance by the Maker of any provision of this Note
shall not waive, affect or diminish any right of Lender thereafter to demand
strict compliance and performance herewith. Any suspension or waiver by the
Lender of an Event of Default shall not suspend, waive or affect any other Event
of Default under this Note whether the same is prior or subsequent thereto and
whether of the same or of a different type. None of the undertakings,
agreements, warranties, covenants and representations of the Maker contained in
this Note and no Event of Default of the Maker under this Note shall be deemed
to have been suspended by Lender, unless such suspension or waiver is by an
instrument in writing signed by Lender and directed to Maker specifying such
suspension or waiver.

         6.       Event of Default.

                  (a)      The occurrence of any one or more of the following
events (regardless of the reason therefore) shall constitute an "Event of
Default" hereunder:

                  (i)      upon the failure to pay within three (3) business
days of the date when due the principal balance, any accrued interest or any
other amount payable hereunder;

                  (ii)     if the Maker shall have breached in any material
respect any of its representations or warranties contained in the Merger
Agreement and such breach shall not have been cured within twenty (20) days
after the Maker's receipt from the Holder of written notice that the specified
possible breach is to be remedied or if the failure cannot be cured within ten
(10) days after the Maker's attempts in such twenty (20)-day period, and the
failure may be cured within a reasonable time, then the Maker shall have an
additional period of not more than ten (10) days to attempt to cure the breach;

                  (iii)    if the Maker shall have breached in any material
respect any of its representations, warranties, covenants or other agreement
(other than the one referred to in Section 6(a)(i) herein) contained in any
other Section of this Note and such breach shall not have been cured within
twenty (20) days after the Maker's receipt from the Holder of written notice
that the specified possible breach is to be remedied or if the failure cannot be
cured within ten (10) days after the Maker's attempts in such twenty (20)-day
period, and the failure may be cured within a reasonable time, then the Maker
shall have an additional period of not more than ten (10) days to attempt to
cure the breach;

                  (iv)     (A) if the Maker (1) commences any voluntary
proceeding under any provision of Title 11 of the United States Code, as now or
hereafter amended, or commences any other proceeding, under any law, now or
hereafter in force, relating to bankruptcy, insolvency, reorganization,
liquidation, or otherwise to the relief of debtors or the readjustment of

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indebtedness, (2) makes any assignment for the benefit of creditors or a
composition or similar arrangement with such creditors, or (3) appoints a
receiver, trustee or similar judicial officer or agent to take charge of or
liquidate any of its property or assets or upon the commencement against the
Maker of any involuntary proceeding of the kind described in this paragraph; or
(B) if any involuntary proceeding under any provision of Title 11 of the United
States Code, as now or hereafter amended, or any other proceeding, under any
law, now or hereafter in force, relating to bankruptcy, insolvency,
reorganization, liquidation, or otherwise to the relief of debtors or the
readjustment of indebtedness is commenced against the Maker and not dismissed
within thirty (30) days;

                  (v)      if (A) the stockholders of Parent fail to approve the
Merger upon the taking of a vote at a duly held meeting of the stockholders or
any adjournment thereof or (B) the Merger Agreement otherwise terminates as a
result of the failure to receive such stockholder approval (each, a "Shareholder
Event") and ninety (90) days has elapsed since the occurrence of any such
Shareholder Event; and

                  (vi)     upon the acceleration of any other indebtedness of
the Maker for borrowed money that has an outstanding principal amount in excess
of $1,000,000.

                  (b)      If any Event of Default specified in Section 6(a)
shall have occurred and be continuing, the Lender may, by notice to the Maker,
declare all Obligations to forthwith be due and payable, whereupon all such
Obligations shall become and be due and payable, without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived
by the Maker; provided, however, that upon the occurrence of an Event of Default
specified in Section 6(a)(iv), such Obligations shall become due and payable
without presentment, demand, protest, declaration, notice or demand by Lender.

         7.       Subordination. The indebtedness evidenced by this Note is
hereby expressly subordinated in right of payment to other indebtedness of Maker
as provided in that certain Intercreditor and Subordination Agreement, dated as
of September 29, 2003, as the same may be amended, modified or supplemented from
time to time, by and among Bank Of America, N.A., as Agent, Maker, Parent, and
Lender.

         8.       Holder Representations and Warranties. Holder represents and
warrants to the Maker as follows:

                  (a)      Purchase Entirely for Own Account Etc. Holder is
acquiring the Securities for its own account, and not with a view to, or for
sale in connection with, any distribution of the Securities in violation of the
Securities Act of 1933, as amended (the "Securities Act"). Except as
contemplated by this Note, Holder has no present agreement, undertaking,
arrangement, obligation or commitment providing for the disposition of the
Securities. Holder, if it is a legal entity, has not been organized, reorganized
or recapitalized specifically for the purpose of investing in the Securities.

                  (b)      Investor Status; Etc. Holder certifies and represents
to Maker that at the time Holders acquires any of the Securities, Holder will be
an "accredited investor" as defined in Rule 501 of Regulation D promulgated
under the Securities Act. Holder's financial condition is

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such that it is able to bear the risk of holding the Securities for an
indefinite period of time and the risk of loss of its entire investment. Holder
has been afforded the opportunity to ask questions of and receive answers from
the management of Maker concerning this investment and has sufficient knowledge
and experience in investing in companies similar to Maker in terms of Maker's
stage of development so as to be able to evaluate the risks and merits of its
investment in Maker.

         9.       Additional Remedies Upon Default. Subject to Section 7 hereof,
notwithstanding anything to the contrary contained herein, upon an Event of
Default hereunder, and during the continuation thereof, the Holder may exercise
any other right, power or remedy as may be provided herein or as may be provided
at law or in equity.

         10.      Registration Rights. The shares of Common Stock issuable upon
conversion of this Note shall have registration rights as provided in the
Registration Rights Agreement, dated the date hereof, between the Parent and the
Lender.

         11.      Amendment. None of the terms or provisions of this Note may be
excluded, modified or amended except by a written instrument duly executed by
the Holder and the Maker expressly referring to this Note and setting forth the
provision so excluded, modified or amended.

         12.      Usury Savings Clause. Maker and Lender intend to comply at all
times with applicable usury laws. If at any time such laws would render usurious
any amounts due under this Note under applicable law, then it is Maker's and
Lender's express intention that Maker not be required to pay interest on this
Note at a rate in excess of the maximum lawful rate, that the provisions of this
Section 12 shall control over all other provisions of this Note which may be in
apparent conflict hereunder, that such excess amount shall be immediately
credited to the principal balance of this Note, and the provisions hereof shall
immediately be reformed and the amounts thereafter decreased, so as to comply
with the then applicable usury law, but so as to permit the recovery of the
fullest amount otherwise due under this Note.

         13.      Costs. If action is instituted to collect on this Note, the
Maker promises to pay all costs and expenses, including reasonable attorney's
fees, incurred in connection with such action.

         14.      Governing Law. This Note shall be governed by, and construed
in accordance with, the laws of the State of New York, without giving effect to
conflicts of law principles thereof.

         15.      Notices. All notices hereunder shall be given in writing and
shall be deemed delivered when received by the other party hereto at the address
set forth in the Purchase Agreement or at such other address as may be specified
by such party from time to time in accordance with the Merger Agreement.

         16.      Waiver. Except as otherwise provided for in this Note, the
Maker hereby expressly waives presentment, demand for payment, dishonor, notice
of dishonor, protest, notice of protest and any other formality. The Maker
acknowledges that it has been advised by counsel of its choice with respect to
this Note and the transactions evidenced by this Note.

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                  This Note shall be binding upon the successors or assigns of
the Maker and Parent and shall inure to the benefit of the successors and
assigns of the Holder.

                                       GOOD GUYS CALIFORNIA, INC.

                                       By: /s/ Kenneth R. Weller
                                           ------------------------------------
                                           Name: Kenneth R. Weller
                                           Title: Chairman & CEO

                                       GOOD GUYS, INC.

                                       By: /s/ Kenneth R. Weller
                                           ------------------------------------
                                           Name: Kenneth R. Weller
                                           Title: Chairman & CEO

                              [Note Signature Page]