(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)

EXHIBIT 10.51

                  THIRD AMENDMENT AGREEMENT
                       Finite #195-020
                     Vendor #000-404-285

     THIS THIRD AMENDMENT AGREEMENT is made and entered into
on June 5, 2002, by and between SEARS, ROEBUCK AND CO., a
New York corporation (hereinafter called "Sears"), and
CONSUMER PROGRAMS INCORPORATED, a Missouri corporation
(hereinafter referred to as "Licensee").

     REFERENCE is made to the License Agreement (On Premise)
made and entered into as of January 1, 1999 ("License
Agreement") by and between Sears and Licensee for the sale
of products and services  ("Licensed Business") at certain
retail stores of Sears.

     WHEREAS, the parties desire to amend the License
Agreement to change most locations from using Licensee's POS
system to using a point of sale system provided by Sears;

    NOW, THEREFORE, Sears and Licensee agree as follows:

     1.    For the Designated Sears Store locations that do
not convert from Licensee's POS to the Sears POS Terminal,
the original provisions of Section 8.2 continue in force and
effect.  Upon the completion of the transition from
Licensee's POS to the Sears POS Terminal at each Designated
Sears Store mutually agreed upon between the parties,
Section 8.2 of the License Agreement is hereby deleted in
its entirety and replaced with the following:

               8.2  POS Terminal.

          At its expense, Sears shall furnish a point of
     sale terminal ("POS Terminal") for use in the Licensed
     Business.  Such POS Terminal shall be of a size and
     design satisfactory to Sears, in its sole discretion,
     and shall at all times be and remain the property of
     Sears.  Such POS Terminal shall be comparable to those
     used by Sears in its own merchandise departments and
     shall have the capability of processing a Sears Card
     (as defined in Section 9.2) and any other credit cards
     Sears may accept from time to time. Licensee shall
     immediately return such POS Terminal to Sears upon
     demand.  Sears shall have the right to take possession
     of the POS Terminal at any time without giving prior
     notice to Licensee.



     2.    For the Designated Sears Store locations that do
not convert from Licensee's POS to the Sears POS Terminal,
the original provisions of Section 8.3 continue in force and
effect.  Upon the completion of the transition from
Licensee's POS to the Sears POS Terminal at each Designated
Sears Store mutually agreed upon between the parties,
Section 8.3 of the License Agreement is hereby deleted in
its entirety and replaced with the following:

               8.3  Sears Card.

          Licensee agrees to accept and process Sears Card
     payments from customers at the POS Terminal, and upon
     written approval from Sears Licensing

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     Manager, Licensee will be authorized to open Sears Card
     instant credit accounts ("Rapid Credit") for customers.

     3.    For the Designated Sears Store locations that do
not convert from Licensee's POS to the Sears POS Terminal,
the original provisions of Section 9.1 continue in force and
effect.  Upon the completion of the transition from
Licensee's POS to the Sears POS Terminal at each Designated
Sears Store mutually agreed upon between the parties,
Section 9.1 of the License Agreement is hereby deleted in
its entirety and replaced with the following:

               9.1  Checks.

          All checks that Licensee accepts from customers
     shall be made payable to "Sears" or "Sears, Roebuck and
     Co.".  Licensee shall make certain that all checks are
     filled out correctly and are processed and approved
     through the POS Terminal in accordance with Sears
     policies and procedures in effect from time to time.
     Sears shall guarantee the acceptance of all checks that
     are processed and approved through the POS Terminal.
     Licensee shall reimburse Sears for the face value any
     check accepted by Licensee which is not processed and
     approved through the POS Terminal and is not paid upon
     presentment ("Dishonored Check").  Dishonored Checks
     shall not be returned to Licensee, and Licensee shall
     not be permitted to collect or initiate collection
     proceedings on such Dishonored Checks or to recover any
     merchandise purchased with a Dishonored Check.  Sears
     is entitled to any Sears Fee which may be lost as a
     result of Licensee's failure to properly process and
     receive approval for checks.  A check on which a
     Licensed Business customer stops payment due to a
     customer satisfaction issue shall not be deemed a
     Dishonored Check for purposes of this Section, and
     Licensee shall reimburse Sears for the face amount of
     such checks, but Licensee shall resolve the customer
     satisfaction issues in accordance with Section 5.9
     above, and Licensee may collect any amounts due from
     the customer through any method of payment otherwise
     authorized under this Agreement.

     4.    For the Designated Sears Store locations that do
not convert from Licensee's POS to the Sears POS Terminal,
the original provisions of Section 9.2 continue in force and
effect.  Upon the completion of the transition from
Licensee's POS to the Sears POS Terminal at each Designated
Sears Store mutually agreed upon between the parties,
Section 9.2 of the License Agreement is hereby deleted in
its entirety and replaced with the following:

          9.2  Credit Sales.

          Subject to the terms and conditions outlined in
     Schedule 9.2 (the "Credit Card Conditions"), Licensee
     shall accept the SearsCardr, Sears Premier Cardr,
     SearsCharge PlusSM, and, unless covered by a separate
     merchant agreement, the Sears MasterCardr, the
     Preferred MasterCardr by Sears and The Great Indoorsr
     Gold MasterCardr (each a "Sears Card") issued by Sears
     National Bank for payment for goods and services
     authorized to be sold by Licensee under this Agreement
     ("Authorized Services").  Licensee shall also accept
     such other credit cards as Sears may designate from
     time to time ("Third Party Credit Cards"), subject to
     the terms and conditions

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     outlined in Schedule 9.2 unless covered by a separate
     merchant agreement.  The Sears Card and the Third Party
     Credit Cards are referred to collectively herein as the
     "Credit Cards".  Licensee shall not attempt to suppress
     or discourage use of any Credit Card by any person
     whose name is on the Credit Card or any other
     authorized user of such Credit Card (collectively, the
     "Cardholder").  Licensee shall accept the Credit Cards
     at all Licensed Business locations in the United States
     for the purchase of Authorized Services, provided that
     the Credit Card transactions resulting from acceptance
     of each Credit Card must be in United States dollars.
     All Credit Card transactions shall be submitted to
     Sears for settlement with the issuing bank ("Issuer").
     Each Issuer shall process such transactions as if Sears
     had engaged in such transactions itself. Subject to all
     of the terms and conditions of this Agreement,
     including Sears rights under Section 9.8, Sears shall
     pay all sums due Licensee on each sale of Authorized
     Services made by Licensee to a Cardholder that is
     charged to a Credit Card account (a "Credit Card
     Sale").  Payment or settlement by the Issuer with Sears
     for each Credit Card Sale shall be deemed to be
     settlement by the Issuer with Licensee, and the Issuer
     shall have no further obligation with respect to
     Licensee, whose sole recourse shall be to Sears.  All
     losses sustained by Sears as a result of nonpayment on
     a Credit Card account shall be borne by Sears, provided
     that Licensee is not responsible for the non-payment
     and has complied with the Credit Card Conditions.
     Except for non-payment of a Credit Card account, Sears
     shall have no liability whatsoever to Licensee for
     Sears' failure to properly accept or reject a
     customer's charge.

          Licensee may not distribute or solicit any
     customer applications or referrals for any Third Party
     Credit Cards in or through the Licensed Business.
     Other than Credit Cards, Licensee shall not accept
     payment from customers under any other credit or
     financing plan without the prior written consent of the
     Licensing Manager.

     5.    For the Designated Sears Store locations that do
not convert from Licensee's POS to the Sears POS Terminal,
the original provisions of Section 9.3 continue in force and
effect.  Upon the completion of the transition from
Licensee's POS to the Sears POS Terminal at each Designated
Sears Store mutually agreed upon between the parties,
Section 9.3 of the License Agreement is hereby deleted in
its entirety and replaced with the following:

          9.3  Sales Receipts.

          At the close of each business day, Licensee shall
     submit an accounting of the Gross Sales and the
     returns, allowances and customer adjustments made
     during such day by Licensee to the Designated Sears
     Store office, together with the gross amount, in cash,
     of all cash sales, and all credit sales documents for
     transactions completed that day.  Sears may retain out
     of such receipts the proper amount of the Sears Fees
     payable under this Agreement together with any other
     sums due Sears from Licensee.  Any remaining balance
     shall be payable to Licensee at the regular settlement
     described in Section 9.4.

     6.    For the Designated Sears Store locations that do
not convert from Licensee's POS to the Sears POS Terminal,
the original provisions of Section 9.4 continue in force and
effect.  Upon the completion of the transition from
Licensee's POS to the Sears POS Terminal at each


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Designated Sears Store mutually agreed upon between the
parties, Section    9.4 of the License Agreement is hereby
deleted in its entirety and replaced with the following:

          9.4  Settlement.

          A settlement between the parties shall be made at
     the end of each Sears fiscal month for all Licensed
     Business transactions during such period, in accordance
     with Sears customary accounting procedures. Advances
     against the settlement shall be made in accordance with
     Sears customary accounting procedures.  Such advances
     shall be deducted and reconciled in the next regular
     settlement.

          Licensee shall reimburse Sears at each settlement
     for any outstanding sums and all invoiced expenses,
     including any advertising expense, that were incurred
     by Sears at Licensee's request, and are outstanding at
     the time of such settlement.  Sears shall have the
     right to retain out of Licensee's sales receipts the
     amount of such sums and expenses with interest, if any,
     due Sears. Interest shall be at the rate of prime (as
     published in the Wall Street Journal at the time of the
     settlement) plus two percent (2%)

     7.    Upon the completion of the transition from
Licensee's POS to the Sears POS Terminal at each Designated
Sears Store mutually agreed upon between the parties,
Schedule 9.2 attached hereto and incorporated herein shall
be applicable.

     Except as expressly modified by this Amendment, all
other provisions of the License Agreement shall remain in
full force and effect. To the extent that the terms of this
Amendment are inconsistent with any of the terms of the
License Agreement, the terms of this Amendment shall
supersede and govern.


















     IN WITNESS WHEREOF, Sears and Licensee have signed this
Amendment as of the date set forth above by their duly
authorized officers or agents.

                        SEARS, ROEBUCK AND CO.

                        By:  /s/ John T. Pigott
                             ---------------------------
                             John T. Pigott
                             Vice President and General
                              Manager Licensed Businesses

                        CONSUMER PROGRAMS CORPORATED

                        By:  /s/ Jack Krings
                             ---------------------------
                             Jack Krings
                             Vice President
































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