Exhibit 10.2

                        REVOLVING CHARGE DEALER AGREEMENT

Between:

CitiFinancial Services of Canada Ltd.
201 Queens Avenue
London, Ontario N6A 1J1

(hereinafter called "CitiFinancial")

-and-

The Buck A Day Company, Inc.

(hereinafter called "Merchant")

Merchant  carries on the  business  of retail  sales of  consumer  goods  and/or
services.

CitiFinancial has agreed to make its Revolving Charge Plan and Program available
to Merchant upon the terms and conditions  herein to facilitate credit purchases
of consumer goods and/or Services offered by Merchant from time to time.

NOW THEREFORE IN  CONSIDERATION  of the mutual  covenants  herein  contained and
other valuable consideration,  receipt and sufficiency of which is acknowledged,
CitiFinancial and Merchant agree as follows;

I.  Definitions:  Certain  defined terms referred to in this Agreement will have
the meaning set forth as follows:

(a)  "Account" means a Credit Agreement  between a Cardholder,  any other person
     signing the Credit Agreement, and CitiFinancial and the name and address of
     the Cardholder and/or any other person signing the Credit Agreement and any
     other identifying data together with any and all Credit  Applicant,  credit
     investigation reports and similar data relating to the Cardholder, and such
     Account is to remain the exclusive  property of  CitiFinancial at all times
     and the terms of its establishment and operation to be solely determined by
     CitiFinancial from time to time;

(b)  "Business Day" means any Monday through Friday, inclusive,  except any such
     day when  CitiFinancial  is closed for business in the Province of Ontario,
     Canada;

(c)  "Cardholder"  means any  person,  but does not include any form of business
     entity, who has entered into or established an Account;

(d)  "Chargeback"  means the  reimbursement  by Merchant to  CitiFinancial  with
     respect to one or more  Accounts or  Transaction  Slips such that  Merchant
     will become owner of the Account,  Indebtedness,  and/or  Transaction Slips
     and which is more particularly described herein;

(e)  "Credit   Agreement"   means  each  present  and  future  revolving  credit
     agreement,  which shall also include any and all applications for credit as
     may be  incorporated  in or form part of the  Credit  Agreement, as between
     CitiFinancial  and a Cardholder  by which such  Cardholder  may finance the
     purchase of Goods and Services on credit supplied by CitiFinancial together
     with  any  changes  which  may  be  made  to  such  Credit  Agreement  (and
     application for credit) by CitiFinancial from time to time;

(f)  "Credit Card" means any card issued by  CitiFinancial  pursuant to a Credit
     Agreement  exclusively  for use by Cardholder at any outlet of Merchant and
     which is to be used as a method of payment for a Transaction;

(g)  "Discount  Fee"  will  have the  meaning  described  in  Section  9 of this
     Agreement;

(h)  "Goods and Services" means consumer products, parts, accessories,  services
     and/or any other  products  offered by Merchant for sale to the public at a
     Merchant's retail outlet in Canada;

(i)  "Indebtedness"  means any,  and all  obligations  incurred by a  Cardholder
     under an Account  including,  without limitation (i) the price of Goods and
     Services purchased from Merchant on credit supplied by CitiFinancial;  (ii)
     any finance  charges,  or other related credit charges;  (iii) any and  all
     sales  invoices,  sales slips  processing  notes,  chattel papers and other
     documents  relating to,  evidencing  or securing the relevant  obligations;
     (iv)  any  and  all  collateral  or  security  for  the  repayment  of  the
     indebtedness represented thereby; (v) all proceeds of all of the foregoing;
     (vi) any and all other  rights,  remedies  benefits,  interests and titles,
     both legal and  equitable,  to which the Merchant may now or at any time in
     the future have in respect or the obligations set out above;

(j)  "Program"  means the credit card program  established  by this Agreement to
     provide credit to  Cardholders  for the purchase of Goods and Services sold
     or supplied by Merchant from its retail outlets;


                                       1
<PAGE>


(k)  "Program Procedures" means the detailed operating  instructions prepared by
     CitiFinancial  for Merchant  pertaining  to the  operation of the Revolving
     Charge Plan in effect from time to time;

(l)  "Program  System" means all point of sale terminals and software,  supplied
     by CitiFinancial to Merchant in accordance with the terms of this Agreement
     but will not  include  fax  machines or phone lines that may be required to
     forward Credit Agreements or to receive documents from CitiFinancial;

(m)  "Sales Data" means the  Account/Cardholder  identification  and transaction
     information  specified  in the  Program  Procedures  which  applies to each
     purchase  of Goods and  Services  by  Cardholders  from  Merchant on credit
     supplied by CitiFinancial  and each return of Goods and Services for credit
     to the  Account/Cardholder  which data is  required  to be  transmitted  by
     Merchant to CitiFinancial in accordance with this Agreement;

(n)  "Transaction" means the purchase of Goods and Services by a Cardholder from
     Merchant; and

(o)  "Transaction  Slip" means a sales receipt  including but not limited to, an
     invoice, sales draft, sales slip, purchase voucher,  memorandum of purchase
     or similar  document,  point of sale ("POS") slip, or promissory note which
     evidences a purchase of Goods and  Services  from  Merchant  "that is to be
     charged to an  Account  and which  evidences  an amount to be  advanced  by
     CitiFinancial  to  Merchant  on behalf of such  Cardholder  pursuant to the
     terms of this Agreement.

2. Revolving  Charge Plan:  Utilizing the Program  System,  Merchant will submit
completed Credit Agreements to CitiFinancial for account approval. CitiFinancial
will  approve or decline the Credit  Agreements  conforming  to  CitiFinancial's
credit  criteria,  and as  applicable,  establish  an Account  and credit  limit
applicable to such Account and advise Merchant or such approval,  Account number
and credit limit utilizing the Program System.  The Program will enable approved
Cardholders to make initial and  subsequent credit purchases from Merchant up to
the approved credit limit. Payment of amounts, due to Merchant from time to time
under the Plan will be arranged by means of electronic  funds transfer  directly
to  Merchant's  account upon receipt by  CitiFinancial  of a request for payment
from Merchant made in accordance with the Plan Procedures or as otherwise agreed
to by the parties.

3. Operation of the Program:

(a)  Merchant  hereby  agrees to  participate  in the Program and to promote the
     acquisition  and usage of Accounts by its retail  customers and Cardholders
     and to honour  any  valid  Credit  Card  issued  by  CitiFinancial  for the
     purchase  of Goods and  Services  at each of its retail  outlets.  Merchant
     agrees to perform (or to direct its retail outlets to perform,  as the case
     may be) the following duties in connection with a telephone,  electronic or
     other transmission of a Credit Agreement to CitiFinancial;

      (i)   provide all information  required on the Credit  Agreement which has
            been requested by CitiFinancial;

      (ii)  obtain and record positive  identification  and  verification of the
            individual   applying   for  the  Account  or  making  a  subsequent
            Transaction,   in  accordance  with  the  Program  Procedures,  such
            identification and verification to include without limitation,  (for
            applications) Merchant obtaining,  recording, and verifying at least
            two (2) items of personal identification for that individual, one of
            which  to be  government-issued  and,  the  other  one to  bear  the
            photographic likeness of the individual unless otherwise provided by
            the Program Procedures and/or included in any attached schedule. For
            subsequent  purchases  where the Credit Card is not  presented,  the
            Merchant  shall obtain,  record and verify at least one (1) piece of
            identification  unless otherwise  provided by the Program Procedures
            and/or included in any attached schedule. Merchant shall ensure that
            all such identification  presented in conjunction with a Transaction
            shall  comply  with the  valid  identification  guidelines  attached
            hereto,

      (iii) obtain the  signature  on the Credit  Agreement  of each  individual
            whose name will appear on the Account or who will be responsible for
            the Account,

      (iv)  whether  approved  or declined  by  CitiFinancial,  send each Credit
            Agreement  to   CitiFinancial,   at  the  address  of  CitiFinancial
            designated  by  CitiFinancial  for  this  purpose,   as  advised  by
            CitiFinancial  either  orally or in writing at the time of  Merchant
            set up and as advised or amended by CitiFinancial from time to time,


                                       2
<PAGE>


     (v)  enter any ensuing Transaction into the Program System as a Credit Card
          Transaction in accordance the Program Procedures (even though a Credit
          Card may not be presented)  and, enter the Credit  Agreement  approval
          (authorization)  code provided by  CitiFinancial  to Merchant into the
          Program System, and

     (vi) provide to each  applicant  for a Credit  Card a copy of the  required
          disclosures that  CitiFinancial  provides to Merchant for distribution
          to Credit Card applicants.

     Any  failure by  Merchant  (or any of its retail  outlets) to adhere to the
     above  procedures may result in a Chargeback to Merchant in accordance with
     Section II of this Agreement.

(b)  Merchant  agrees  to direct  each of its  retail  outlets  to  invoice  the
     Cardholder for each Credit Card Transaction that the Cardholder has charged
     with a Credit Card by completing a Transaction  Slip and providing one copy
     thereof to such  Cardholder  which shall be in addition to  Merchant's  own
     invoice, such Transaction Slip to contain the following information:

      (i)   legibly hand written or past printout,  all pertinent  Account data
            obtained  from  the  magnetic  stripe  located  on the back of such
            Cardholder's  Credit Card and recorded by a POS terminal or device,
            or  all  pertinent  Account  date  furnished  by  CitiFinancial  to
            Merchant's retail outlet at the tine the transaction Was completed;

      (ii)  the date on which the Transaction occurred;

      (iii) except  as  otherwise  provided  in  the  Program  Procedures,   the
            signature  of  the   Cardholder   and  the   Cardholder's   personal
            identification  information called for by the Program Procedures (on
            Merchant's copy);

      (iv)  the amount of the Transaction;

      (v)   the  authorization  number obtained from  CitiFinancial  through the
            Program System;

      (vi)  the shipping address and shipping date on delivery, if applicable.

     Any  failure by  Merchant  (or any of its retail  outlets) to adhere to the
     above  procedures may result in a Chargeback to Merchant in accordance with
     Section 11 of this Agreement.

(c)  Subject to the terms of this Agreement,  CitiFinancial may extend credit to
     Cardholders  for  purchases of Goods and  Services  described in Sales Data
     received  and  approved  by   CitiFinancial.   Merchant   acknowledges   to
     CitiFinancial  that  Merchant  has  received  the  Program  Procedures  and
     Merchant is familiar  with the same.  Merchant  further  acknowledges  that
     CitiFinancial  may in its sole  discretion  amend the  Program  Procedures,
     including its technical  standards and  responsibilities  of CitiFinancial,
     Merchant and each of Merchant's retail  outlets with respect to Credit Card
     sale  authorization,  data capture and routing system  requirements,  Sales
     Data and/or Transaction Slip retrievals anti Chargeback  procedures set out
     in this  Agreement or any addendum,  from time to time,  and any amendments
     take effect upon receipt by Merchant of said notice from CitiFinancial.

(d)  CitiFinancial  and  Merchant  agree to observe  all Program  Procedures  in
     respect of any action taken in connection  with the Program.  Merchant will
     keep copies of the  Program  Procedures  in each of its retail  outlets and
     will ensure that its employees responsible for credit sales become familiar
     with all  Program  Procedures  and  carry  out all  Transactions  and other
     incidental tasks in accordance with Program Procedures.

4.  Supplemental  Procedures:   CitiFinancial  may,  from  time  to  time  issue
directions  in writing or orally  regarding  the  procedures  to be  followed by
Merchant and its retail outlets and the prescribed  form to be used by them in
carrying out their  obligations  under this  Agreement and such  directions  and
procedures  and shall  hereby be deemed to be an  integral  part of the  Program
Procedures shall be effective upon receipt by Merchant (or as otherwise  advised
by CitiFinancial) of notice of such supplementary procedures.

5. Program  System:  CitiFinancial  agrees to supply all point of sale terminals
and software  comprising the Program System required to enable Merchant and each
of Merchant's  retail outlets to participate in the Program. Merchant shall pay,
as soon as practical,  a fee of $        to CitiFinancial and Merchant shall pay
to  CitiFinancial  $         per month  for the use of the  Program  System  and
maintenance.  Merchant  shall make the monthly  payment within five (5) Business
Days of the end of each calendar  month.  CitiFinancial  agrees to undertake all
repairs and


                                       3
<PAGE>


maintenance  of the  Program  System  provided,  however,  that  the cost of any
repairs,  including  replacements  to the Program System required as a result of
the careless or willful  conduct of Merchant  and/or its employees will be borne
by Merchant.  CitiFinancial  will provide  initial  instructions  to  Merchant's
employees  with  respect to the use and  operation  of all Program  Systems.  In
addition,  CitiFinancial  will provide toll-free  telephone access to Merchant's
employees on an ongoing  basis for their  assistance.  Merchant  agrees that the
Program System,  including all component parts is, and will at all times remain,
the property of CitiFinancial  and will not be removed from Merchant's  premises
without the written consent of  CitiFinancial.  Merchant agrees not to reproduce
any software  provided under this  Agreement,  and it is further agreed that all
such software and all  instructional  manuals contain  confidential  information
that are property of CitiFinancial.  Upon termination of the Program and/or this
Agreement,  Merchant will promptly return the Program System to CitiFinancial in
the same condition as received, except for reasonable wear, otherwise,  Merchant
will make prompt payment to CitiFinancial  for the replacement  value or cost to
repair said  Program  System.  CitiFinancial  may at any time during the term of
this Agreement,  or on termination of it, enter the premises of Merchant for the
purposes of  removing or  repairing  the Program  System or making  alterations,
additions and enhancements thereto.

6. Account  Documentation:  Merchant agrees to return all original copies of all
Credit Agreements at the end of each calendar month or as otherwise advised from
time to time by  CitiFinancial.  Merchant further agrees to remain the originals
of all  Transaction  Slips and Sales Data at Merchant's  outlets for a period of
three  (3)  years  from the  Transaction  date and  that it shall  deliver  such
original   documents  to   CitiFinancial   as  advised  from  time  to  time  by
CitiFinancial.  Merchant  also agrees that it will not copy or  reproduce  Sales
Data or other related documents except for its own use.  Further,  Merchant will
not  grant  others  access  to Sales  Data or any  other  related  documents  or
communications   containing  confidential  customer  credit  or  other  personal
information.  Merchant  will permit  CitiFinancial  and its  employees or anyone
authorized  in writing by  CitiFinancial  to enter any  premises  to inspect and
review all Account documentation in Merchant's possession upon reasonable notice
during normal business hours.

7. Credit Approvals:

(a)  CitiFinancial  will review all  completed  Credit  Agreements  submitted by
     Merchant   and   approve   all  such  Credit   Agreements   conforming   to
     CitiFinancial's  credit  criteria.  CitiFinancial  may  revise  its  credit
     criteria at any time,  and from time to time,  without notice to or consent
     of Merchant. Acceptance or rejection of any Credit Agreement will be within
     the exclusive control and discretion of CitiFinancial  without liability to
     Merchant.

(b)  CitiFinancial  may establish the maximum amount of credit to be extended to
     each  Cardholder  that  may  be  changed  solely  by  CitiFinancial  in its
     exclusive judgment at any time and from time to time.

8.

Sale Transactions:

(a)  Upon receipt of confirmation from  CitiFinancial of approval of any Account
     and  for  each  subsequent  Transaction  on any  new or  existing  Account,
     Merchant  will  complete  all Sales Data in respect of all such  Cardholder
     Transactions  in accordance  with Program  Procedures  and transmit same to
     CitiFinancial   for  approval  prior  to  the  time  of  actual   purchase.
     CitiFinancial may approve all Transactions to Cardholders up the to maximum
     credit limit then applicable to such Cardholder's Account.

(b)  CitiFinancial  reserves  the right to withhold  its  approval in respect of
     Transactions  involving  incomplete  Sales Data and/or  transactions on any
     Account that  collectively  exceed the maximum  credit limit  applicable to
     such Account.

(c)  Merchant  and  CitiFinancial  agree that  completion  of all Sales Data and
     approval  of the  same  will be  carried  out in  accordance  with  Program
     Procedures in effect from time to time.

(d)  If at any time during the term of this Agreement  Merchant  intends to levy
     an administration fee or similar charge to the Cardholder in respect of any
     purchase,  Merchant will obtain the prior written consent of  CitiFinancial
     to such administration fee, provided the implementation of such charges and
     the amount  thereof will at all times  conform to  applicable  laws and the
     instructions contained in Program Procedures.


                                       4
<PAGE>


9. Payments to Merchant:

(a)  CitiFinancial  will pay  Merchant  the total amount shown in the Sales Data
     submitted by Merchant  utilizing the Program System less: (1) the amount of
     any credit  reflected in the Sales Data; and (2) the product of multiplying
     the total  Indebtedness  in the Sales Data by the  applicable  Discount Fee
     defined below, if any, on the date of payment by CitiFinancial; and (3) any
     amount to be charged to Merchant or owed by Merchant to CitiFinancial under
     this Agreement.  All payments will be affected by electronic funds transfer
     to Merchant's bank account with fax  confirmation to Merchant in accordance
     with Program Procedures.  For the purposes hereof, the Discount Fee will be
     that rate  (expressed as a percentage)  established by  CitiFinancial.  The
     Discount Fee (and corresponding  rate) will be communicated to the Merchant
     in  writing  or orally at the time  CitiFinancial  and  Merchant  sign this
     Agreement.  Throughout the term of this  Agreement,  CitiFinancial  will be
     entitled to revise the Discount Fee,  provided  that such revised  Discount
     Fee  is  communicated  to  Merchant. Continued  use  of  the  CitiFinancial
     Revolving  Charge  Plan and  Program  after  receipt of a  revision  to the
     Discount  Fee  will  signify  acceptance  of the  revised  Discount  Fee by
     Merchant.

(b)  If payments to be made to Merchant by CitiFinancial  under sub-Section 9(a)
     are  insufficient  to cover any fees or other  amounts  due and  payable by
     Merchant to  CitiFinancial  under a Chargeback  or breach of any term under
     this  Agreement,  the  deficiency  will  constitute  a debt of  Merchant to
     CitiFinancial that is due and payable on demand.  Without  restricting such
     other of its legal rights or remedies,  CitiFinancial may offset Merchant's
     debt against future payments to be made by  CitiFinancial to Merchant under
     this Agreement or, at CitiFinancial's  option, demand payment of that debt,
     or  electronically  transfer by deducting all such amounts due and owing to
     CitiFinancial  from  Merchant's  bank  account  pursuant  to Section 12 (b)
     herein.  For each  demand  for  payment  of debt made by  CitiFinancial  as
     aforesaid, Merchant will repay Merchant's debt to CitiFinancial within five
     (5) Business Days of the date of the demand for payment.

10. Cardholder Payments:  At CitiFinancial's  sole option,  Merchant will accept
payments on Account from  Cardholders at each of its retail outlets and Merchant
agrees that all payments will be recorded and  accounted for in accordance  with
Program Procedures.  CitiFinancial reserves the right to withdraw this option at
any time and at its sole discretion.  Merchant hereby appoints  CitiFinancial as
its attorney  for the limited  purposes of enabling  CitiFinancial  to sign- and
endorse  any  cheques or other forms of payment  made  payable to  Merchant  and
delivered to CitiFinancial as payment of  any Account. All such payments are the
sole  property of  CitiFinancial,  and Merchant will be liable in respect of any
loss, theft,  disappearance or misappropriation of any such payments accepted by
Merchant until actually received by CitiFinancial.

11.  Payments with  Recourse:  CitiFinancial  may refuse to credit  Merchant the
amount of a Transaction, and may effect a Chargeback  to Merchant's bank account
for the  amount  of a  Transaction  previously  credited  to  Merchant,  without
limiting  the  generality,  if any of  the  following  events  has  taken  place
(CitiFinancial  has the right to do this even in those cases  where  Merchant or
Merchant's  retail  outlet has obtained  CitiFinancial's  authorization  for the
dollar amount of the  Transaction  or Merchant has otherwise  complied with this
Agreement):

(a)  the  Transaction  Slip for the Transaction  does not bear the  Cardholder's
     Credit Card Account  number and/or the signature of the  Cardholder and the
     Cardholder claims that (s)he did not make the Transaction;

(b)  the  Transaction  Slip for the  Transaction  is  incomplete or illegible in
     respect to any of the information to be contained or set out therein and/or
     the Program Procedures hereof;

(c)  the signature  appearing on the Transaction  Slip for the Transaction is or
     is claimed by the  Cardholder  to be forged or  unauthorized,  provided the
     Chargeback is accompanied by documents  outlining the Cardholder's  reasons
     supporting such a fact or claim;

(d)  the  Transaction  Slip for the  Transaction  indicates a Transaction  whose
     dollar  amount is greater than the  Cardholder's credit limit or authorized
     amount and does not bear  CitiFinancial's  authorization number as provided
     for herein or in the Program Procedures;


                                       5
<PAGE>


(e)  the Transaction Slip for the Transaction  refers to a Transaction which was
     previously billed directly by Merchant to the Cardholder;

(f)  the  Transaction  Slip refers to a  Transaction  which is  completed on any
     basis contrary to Section 3 hereof;

(g)  the Transaction  Slip for the Transaction has been altered in any manner or
     form before or after it has been signed by a Cardholder;

(h)  the  Transaction  Slip  refers  to a  Transaction  in  respect  to  which a
     Cardholder's  valid  complaint  or  valid  request  for an  adjustment,  as
     verified by CitiFinancial, has not been resolved, by Merchant or Merchant's
     retail outlet;

(i)  the Transaction Slip for the Transaction refers to Goods and Services which
     have been returned by a Cardholder to Merchant or Merchant's  retail outlet
     in  conformity  with normal  return and exchange  practices of Merchant and
     Merchant has not submitted the credit  voucher for such returned  Goods and
     Services;

(j)  the Transaction Slip refers to a Transaction  which the Cardholder  refuses
     to pay for because the Goods and  Services  purchased  were not  delivered,
     were not as promised or the Goods and Services were defective;

(k)  the  Transaction  Slip for the  Transaction  includes  or  evidences a cash
     advance made by Merchant or Merchant's retail outlet to a Cardholder;

(l)  the  Transaction  evidenced  by the  Transaction  Slip is illegal,  null or
     invalid for  reasons  unrelated  to the use of a Credit Card in  connection
     therewith;

(m)  Merchant  or  Merchant's  retail  outlet  can be shown to have  reduced  or
     disguised  the  amount of any  single  Transaction  by the use of  multiple
     Transaction Slips (known as split   ticketing),  provided the Chargeback is
     accompanied   by   documented   evidence   satisfactory   to  Merchant  and
     CitiFinancial that split-ticketing was perpetrated;

(n)  copies of, or relevant  particulars of, the same  Transaction  Slip for the
     Transaction have been submitted to CitiFinancial by Merchant more than once
     or  CitiFinancial  has credited  Merchant's  bank account more than once in
     respect to the same Transaction Slip;

(o)  Merchant or  Merchant's  retail outlet has accepted for  imprinting  with a
     Credit Card, or Merchant has processed through CitiFinancial,  any document
     or paper  (including,  without  limitation any  Transaction  Slip or credit
     voucher)  which  relates to Goods and  Services  sold or  performed  by (or
     alleged to have been sold or  performed  by) a person or entity  other than
     Merchant or Merchant's retail outlet;

(p)  Merchant or Merchant's  retail outlet has received credit for a Transaction
     which is fictitious or has otherwise  defrauded or has attempted to defraud
     CitiFinancial,   provided  the  Chargeback  is  accompanied  by  documented
     evidence;

(q)  The Transaction Slip for the Transaction is supported by a Credit Agreement
     that was not completed and transmitted to  CitiFinancial in accordance with
     the Program Procedures or the procedures set out in Section 3. hereof;

(r)  Merchant  has  failed to provide  CitiFinancial  with the  original  of the
     Transaction Slip for the Transaction;

(s)  A payment is accepted by Merchant or Merchant's  retail outlet but Merchant
     or  Merchant's  retail  outlet  fails to remit  the  entire  amount of said
     payment to CitiFinancial;

(t)  Any  Transaction  Slip  relating  to  sale by  telephone  or by mail is not
     genuine, was not duly authorized by the Cardholder,  or does not related to
     a bona fide sale as determined by CitiFinancial.  Any fraudulent  telephone
     or mail Credit Agreement(s) or Transaction Slip(s) will immediately subject
     to Chargeback provisions as stated in Section 12.

12. Recourse Procedures:

(a)  Where CitiFinancial  refuses to make a credit to Merchant's bank account or
     makes a Chargeback  to Merchant ill respect of any  Transaction  under this
     Agreement,   except  as  otherwise   provided   for  ill  this   Agreement,
     CitiFinancial  will provide written notice to Merchant,  Merchant's  retail
     outlet or is otherwise  advised by Merchant in writing,  of such refusal or
     Chargeback specifying:


                                       6
<PAGE>


     (i)  the Cardholder's credit Card account number;

     (ii) the amount of the Transaction;

     (iii) Merchant's retail outlet reference number, and if applicable,

     (iv) reason for such refusal or Chargeback.

     Notwithstanding  the above, if Merchant or any of Merchant's retail outlets
     commits any act of fraud as determined by CitiFinancial, CitiFinancial will
     not be  required  to provide  any notice to  Merchant  for such  refusal or
     Chargeback.

(b)  The  amount  of any  Transaction  for  which  CitiFinancial  has  right  of
     Chargeback  to Merchant  under this  Agreement  will  constitute  a debt of
     Merchant  to  CitiFinancial  that is due 81]  payable  on  demand.  Without
     restricting  such other of its leg, rights or remedies,  CitiFinancial  may
     offset that debt against  future  payments to be made by  CitiFinancial  to
     Merchant under this Agreement or, at its option, demand payment (that debt.
     Merchant authorizes CitiFinancial,  by electronic means, to initiate credit
     entries to  Merchant's  bank  account  which bank account  information  has
     account provided to CitiFinancial by Merchant or is otherwise  described in
     the Electronic Funds Transfer (EFT) Set-up  Procedures an Information Sheet
     and to initiate debit entries and  adjustments for any debt or Discount Fee
     due to CitiFinancial from Merchant,  for any offset to which  CitiFinancial
     is entitled,  and, for any credit entries made to such bank account through
     error on the part of CitiFinancial or as the result of income  (information
     provided  by  Merchant.  Merchant  authorizes  the bank or other  financial
     institution to make such credit or debit entries to specified account or as
     otherwise directed to by CitiFinancial.  This authorization shall remain in
     effect for ninety (90) days after this  Agreement is  terminated.  Merchant
     shall  provide to  CitiFinancial  a void cheque and will sign all  required
     documents  in  order  to  effect  any  such   transfers,   failing   which,
     CitiFinancial  shall be entitled  to rely on this  Agreement  as  providing
     CitiFinancial  with a limited  power of attorney by Merchant to effect such
     transfers, debit entries and/or adjustments.

(c)  CitiFinancial  will,  at the request of Merchant,  assign to Merchant or to
     Merchant's retail outlet,  as Merchant may specify,  all right and title of
     CitiFinancial  in and to any Transaction in respect of which  CitiFinancial
     has exercised its credit refusal or Chargeback rights.

(d)  Merchant agrees that any dispute it may have with  CitiFinancial in respect
     to any Chargeback and any refusal by CitiFinancial to credit the Merchant's
     bank account with the amount of any  Transaction  must be raised by it with
     CitiFinancial in writing within twenty (20) Business Day after the date the
     Chargeback  was made, or the credit refusal was given by  CitiFinancial  as
     the case may be.  Merchant  further  agrees that if it does not dispute any
     such Chargeback or credit refusal within the above specified time, it shall
     be deemed to have  irrevocably  waived its right to raise such dispute with
     CitiFinancial thereafter.

13. Representations and Warranties - Merchant:  Merchant represents and warrants
to  CitiFinancial   with  respect  to  each  Account  (each  and  all  of  which
representations  and  warranties  will  survive  the  execution,  delivery,  and
termination of this Agreement and be deemed  restated  renewed and affirmed with
respect  each  transaction  upon  transmission  of any Sales Data from  Merchant
relative to each Account):

     1.   Presentment

     (a)  that the  Transaction  Slip represents a bona fide sale by Merchant of
          the Goods and Services described in such Transaction Slip and Merchant
          has  delivered all the Goods and Services  listed on such  Transaction
          Slip; and

     (b)  that all signatures on Credit  Agreements, Transaction Slips and other
          Sales  Data are in fact the  genuine  signature  of the  person  whose
          signature  it purports to be and each person whose  signature  appears
          will have been of legal age at the time of signing; and

     (c)  that the  Transaction  giving rise to the Sales Data was  conducted by
          Merchant in accordance with the Program  Procedures and that the Sales
          Data is not invalid, Inaccurate, illegible or incomplete; and

     (d)  that the Account number of the  Cardholder  has been legibly  printed,
          imprinted or written on each Transaction Slip; and

     (e)  that there is no fact, claim or defence of Cardholder  arising out of,
          connected with, or resulting from the actions, or omission to


                                       7
<PAGE>


     act,  of  Merchant,  its  employee  agents or other  authorized  parties or
     persons that would impair the validity, enforceability or collectability of
     any amount shown in Cardholder's Account.

     2.   General:

     (a)  Merchant has the requisite power and authority to conduct its business
          as now conducted by it.

     (b)  The  execution,  delivery and  performance  of this Agreement and  all
          documents to be delivered by Merchant are within the corporate  power
          of Merchant and have been duly  authorized by all necessary  corporate
          action.

     (c)  This  Agreement  has been duly  executed and delivered by Merchant and
          constitutes  a  legal,  valid  and  binding  obligation  of  Merchant,
          enforceable against Merchant in accordance with its terms.

     (d)  With  respect to each  Credit  Agreement, Account  and the Program any
          action taken by Merchant,  its employees,  or agents complies with all
          procedures including but not limited to Program Procedures provided to
          Merchant by CitiFinancial.

14. Indemnity and Limitations:

     (a)  Merchant agrees to indemnify and hold CitiFinancial  harmless from and
          against  any  claims,  demands,  damages or  assertions  of  liability
          (including  all losses and legal fees on a solicitor  and client basis
          incurred by  CitiFinancial  in  exercising  and  enforcing its  rights
          under  this  Agreement.  CitiFinancial  may  debit  these  amounts  to
          Merchant in the same manner as a Chargeback  under this  Agreement) by
          whomsoever  asserted,  and of any kind or nature whatsoever  asserted,
          and  of  any  kind  or  nature  whatsoever  resulting  from;  (i)  any
          misfeasance,  malfeasance, or fraudulent acts of Merchant or of any of
          Merchant's  directors,   officers,  employees,  agents,  licensees  or
          independent contractors in connection with the Program, sales of Goods
          and Services or dealings between  Merchant and  any Cardholders;  (ii)
          any  breach,  or  alleged  breath  by  Merchant  or any of  Merchant's
          directors,  officers,  employees,  agents,  licensees  or  independent
          contractors, of the terms, covenants, warranties,  conditions or other
          provisions of this  Agreement,  or any  Accounts,  or contained in any
          other  instrument  or document  delivered  by  Merchant in  connection
          herewith,  or pursuant  hereto;  (iii) any unauthorized use of the POS
          device;  or (iv) use by any  person  of   goods  and/or  Services  the
          purchase of which was financed by an Account.

     (b)  CitiFinancial  will not be liable  for any losses  resulting  from the
          non-performance  of or failure in performance of, or any delays in the
          performance of, the POS device.  Moreover,  CitiFinancial  will not be
          liable  for any  indirect  or  consequential  claims,  losses,  costs,
          damages or  expenses  arising  or  resulting  from any other  services
          CitiFinancial with the POS device or the computer terminals or systems
          used in connection therewith.

     (c)  CitiFinancial  does not  represent  and warrant that the POS device or
          any related service will be available to process  Transactions  during
          specified times.  CitiFinancial reserves the right, acting in its sole
          discretion,  to suspend or cancel any portion of the POS device or any
          related service at any time, without notifying Merchant beforehand.

     (d)  The indemnity provided for in this Section 14 will survive the payment
          of any  Account,  repurchase  of  any  Account  by  Merchant  and  the
          termination of this Agreement.

15.  Merchant's  Purchase  Obligations: Merchant  will  purchase  for cash  from
CitiFinancial,  from time to time upon demand, each item of Indebtedness arising
from the  purchase  of Goods and  Services  as to which there will have been any
breach of any representation,  warranty or covenants. The purchase price payable
for any amount  purchased  pursuant to this Section 15 will be the  aggregate of
(i) the  unpaid  principal  amount of such  Indebtedness at the time or purchase
plus finance charges and other related charges accrued to the date of Merchant's
payment  of such  purchase  price;  and (ii)  out-of-pocket  costs and  expenses
incurred in the attempted  collection of such Indebtedness.  Merchant's purchase
obligation  will not preclude  CitiFinancial  from enforcing at its option,  any
other  remedies  available  to it by reason  of such  breach  including  but not
limited to set off, credit, or  Chargeback.  Upon payment by the  Merchant,  the
applicable  indebtedness will, upon Merchant's  written request,  be assigned by
CitiFinancial to Merchant without recourse to CitiFinancial.


                                       8
<PAGE>


16. Non-Competition: During the term of this Agreement, Merchant will not issue,
arrange to issue,  or accept any other  private  label credit  card,  or private
label  credit  account,  including  any  credit  card or  account  under  any of
Merchant's  names  or logos or any  other  credit  card or  account  that  would
otherwise  compete with the Revolving  Charge Plan and Program.  Notwithstanding
the foregoing, nothing contained in this Agreement will be construed to prohibit
Merchant from accepting any major general  purpose  credit card (i.e.  Discover,
American Express,  MasterCard, or Visa) as a means of payment by Cardholders for
purchases of Goods and Services.

17. Goods and  Services/Service  Warranties:  Merchant  warrants it will provide
required service or direct  Cardholder to an authorized  manufacturer's  service
depot for Goods and Services and, moreover,  will purchase upon  CitiFinancial's
demand,  and upon the terms set forth above in Section 15 any such  Indebtedness
which the Cardholder  fails to pay  CitiFinancial by reason of alleged breach of
warranty, alleged misrepresentation with respect to the Goods and Services sold,
or alleged failure on its part to provide (when contractually required) adequate
service or  direction  regarding  such  Goods and  Services  including,  but not
limited to, Merchant's alleged failure to perform under any service agreement.

18. Advertising Service Marks:

(a)  Merchant  agrees  to direct  its  retail  outlets  to  display  promotional
     materials  or signage for the purpose of  informing  the public that Credit
     Card will be  honoured  at its  retail  outlets.  Moreover,  Merchant  will
     actively and consistently  promote,  participate in and support the Program
     throughout the term of this Agreement. Merchant will encourage customers to
     apply for Credit Cards and will  encourage  Cardholders to use Credit Cards
     for purchases of Goods and Services.

(b)  Merchant hereby authorize CitiFinancial, for purposes of this Agreement, to
     use Merchant's  name,  logo,  registered  trademarks and service marks (if
     any),  and any other  proprietary  designations  on the Credit  Card and in
     advertising  and  promoting the Program,  subject to the  Merchant's  prior
     approval of such use and adherence to the specifications of Merchant to the
     extent  such  specifications  are related to the legal  maintenance  of the
     Merchant's marks, if any. In addition,  Merchant  authorizes  CitiFinancial
     and CitiFinancial's  Credit Card processor to identify Merchant as a client
     in  advertising  and  promotional  material,   including  the  use  of  the
     Merchant's  name,  logo, and  representations  of the Credit Card issued by
     CitiFinancial, provided however, that Merchant's name shall be used only in
     the context of a list of current  representative  clients of  CitiFinancial
     and CitiFinancial's Credit Card processor.

(c)  Notwithstanding  anything  herein to the  contrary,  for  purposes of this
     Agreement,  Cardholders'  Account balances and related information shall be
     deemed the property of CitiFinancial.  Merchant may use Cardholders'  names
     and addresses to conduct  promotional  programs for Merchant's products and
     services  other than credit and payment  programs,  provided  that Merchant
     must obtain  CitiFinancial's prior written consent for each such use of the
     names and addresses where such customer will be identified as a Cardholder.

19 Default: Merchant will he in default under this Agreement if:

(a)  any  representation,  covenant  or  warranty  under this  Agreement  or the
     assignment  of any  Accounts  or  Indebtedness  hereunder  or  any  related
     schedules, is false and is not cured  within five (5)  Business  Days after
     notice to Merchant thereof; or

(b)  Merchant  is in breach or default in the  performance  of any of the terms,
     covenants,  or conditions,  including payment terms of this Agreement,  and
     such  default,  or breach is not cured within five (5) Business  Days after
     notice to Merchant thereof; or

(c)  Merchant  suspends  or goes out of business  or  substantially  reduces its
     business  operations  or becomes  insolvent  or unable to meet its debts as
     they mature,  calls a meeting of its creditors,  sends notice of a proposed
     bulk sale of all or part of its business,  makes any general assignment for
     the benefit of its creditors, commits an act of bankruptcy; or

(d)  if any petition is filed by or against  Merchant  initiating a  bankruptcy,
     arrangement,  reorganization or other proceeding under any provision of the
     Bankruptcy and  Insolvency  Act, or if any receiver or trustee is appointed
     for Merchant or any or all of its property,  or there is a material adverse
     change as referred to in Section 25, below; or


                                       9
<PAGE>


(e)  if any act of fraud is committed by Merchant,  Merchant's retail outlets or
     any of its directors, officers, employees, agents, licensees or independent
     contractors.

20.  Privacy:  In compliance with Citigroup,  Inc.'s Privacy  Promise,  Merchant
agrees  to  protect  the   confidentiality  of  all   CitiFinancial's   customer
information  of  CitiFinancial  and  its  parent,   subsidiaries  or  affiliates
(collectively  "Citigroup"),  provided  to  Merchant  by  CitiFinancial  or  its
designated agent. Merchant will safeguard all Citigroup customer information and
use it only for the purposes of  this  Agreement  Merchant  will ensure that its
employees and agents who handle Citigroup customer  information,  are trained to
protect the  confidentiality  of the  information  and comply with this section.
Merchant  will not release  Citigroup  customer  information  to any third party
unless specifically contemplated under this Agreement. Merchant will immediately
return all Citigroup  customer  information to Citigroup or its designated agent
upon  completion  of the work  hereunder or as advised in writing by  Citigroup.
Merchant  will  permit   Citigroup  to  audit  Merchant's   privacy   protection
procedures.

21.  Termination  of  Agreement:  This  Agreement  will remain in full force and
effect until  terminated  as set out above.  Either party will have the right to
terminate  this Agreement at any time, by giving the other party at least thirty
(30) days prior written  notice of its  intention to terminate,  in the event of
default set forth in Section 19, all of Merchant's  Indebtedness and obligations
to CitiFinancial  will, at  CitiFinancial's  option,  become immediately due and
payable,  and CitiFinancial  will have the option to immediately  terminate this
Agreement.  In addition,  should this  Agreement be  terminated  pursuant to the
provisions  of this  Section 21, such  termination  will not affect any existing
obligations CitiFinancial or Merchant may have under this Agreement.

22.  Implementation:  Merchant  and  CitiFinancial  agree  to  execute  all such
documents   and/or   agreements  as  may  be  necessary  or  desirable  for  the
implementation  of  this  Agreement  and  the  completion  of  the  transactions
contemplated by this Agreement.

23.  Severability: If any  provision  of this  Agreement  held by any  court  of
competent jurisdiction to be illegal, void or unenforceable, such provision will
not impair the enforceability of any other provision of this Agreement.

24.  Assignment:  This Agreement will be binding upon, and enure  to the benefit
of  the  respective  successors,   legal  representatives,   heirs,   executors,
administrators  and permitted  assigns of CitiFinancial  and Merchant  provided,
however, that none of the rights or obligations of either party hereunder may be
assigned  to any other  person  except with prior  written  consent of the other
party.  Notwithstanding  the  foregoing,  CitiFinancial  reserves the  right  to
delegate duties to any subsidiary or affiliate with five (5) Business Days prior
notice to Merchant.

25. Material Adverse Change:  Merchant will immediately notify  CitiFinancial in
writing  of any  material  adverse  change or  occurrence  affecting  Merchant's
condition (financial or otherwise), business, operations, prospects, properties,
assets or ability to perform its obligations hereunder.

26. Entire Agreement:  This Agreement  together with the Program  Procedures and
all attached  schedules  constitute the entire  Agreement  between  Merchant and
CitiFinancial  concerning  the subject  matter  hereof and it  incorporates  all
representations,  promises and statements,  oral or written,  made in connection
with the  negotiation of the same. This Agreement may not be amended nor may any
of its  provisions  be waived,  except by a writing duly  executed by authorized
representatives of the Merchant and CitiFinancial.

27. Notices:  Except as otherwise  provided for in this Agreement or as mutually
agreed  upon by the  parties,  any  notice  required  or  permitted  under  this
Agreement will be given in the manner prescribed below:

if to Merchant



Attention: Ed LaBuick

Fax#: 905-868-8022


and if to CitiFinancial:

CitiFinancial Services of Canada Ltd.
201 Queens Avenue
London, Ontario N6A 1J1

Attention: Scott Furlonger

Fax#: (519) 660-2614

Each  notice,   demand   request,   consent   approval,   declaration  or  other
communication  will be in writing and will be  delivered in person or by courier
with


                                       10
<PAGE>


receipt  acknowledged,  or by registered or certified mail postage  prepaid with
return receipt requested, or sent by facsimile transmission.  Every such notice,
demand, request, consent,  approval,  declaration or other communication will be
deemed  to have been  duly  given or  served  on the date when it is  personally
delivered  with receipt  acknowledged,  or five (5)  Business  Days after it was
mailed in a post office by registered or certified mail, or one (1) Business Day
after it will have been sent by facsimile transmission.

28.  Ownership  of Accounts: CitiFinancial  will be the  exclusive  owner of all
Accounts,  Sales  Data,  Transaction  Slips, proceeds,  evidences  of payment by
Cardholders,  other Plan documents and all  Indebtedness. CitiFinancial  will be
solely  entitled to receive any, and all,  payments made by  Cardholders  on all
Accounts.  Merchant  acknowledges  and  agrees  that it has no  right,  title or
interest  in  any  Accounts,  Sales  Data,  proceeds,  evidence  of  payment  by
Cardholders,  Transaction  Slips,  other  Program  documents,  Indebtedness,  or
payments made by Cardholders on Accounts.

29.  Relationship  of Parties:  The Parties agree that nothing in this agreement
shall be construed as creating a joint venture or partnership  between  Merchant
and CitiFinancial.

30.  Governing  Law:  This  Agreement  will  be  governed  by and  construed  in
accordance with the laws of the Province of Ontario. The parties hereto agree to
attorn to the exclusive jurisdiction of the courts of Ontario.

IN WITNESS  WHEREOF,  Merchant has executed this Agreement as of the date stated
below and CitiFinancial has accepted same as of the date stated below.

CITIFINANCIAL SERVICES OF CANADA LTD.

By: /s/ illegible
   ----------------------------------

Date: 4/24/02

Merchant:

By: /s/ Ed P. LaBuick
    ---------------------------------

Authorized Signatory

Name: Ed P. LaBuick
      -------------------------------


                                       11