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                                                                 EXHIBIT 10.31



                      AMENDMENT ONE TO FINANCING AGREEMENT



         This Amendment One to Financing Agreement (this "Amendment") is dated
as of July 1, 1996 among Central Installment Credit Corporation, a California
corporation ("Central") and a wholly-owned subsidiary of Central Financial
Acceptance Corporation ("CFAC"), Banner's Central Electric, Inc., a California
corporation ("BCE"), Central Ram, Inc., a Delaware corporation ("Ram" and with
BCE collectively referred to as "Banner") and Banner Holdings, Inc., a Delaware
corporation ("Holdings").


                                    RECITALS

         WHEREAS, in connection with CFAC's initial public offering, CFAC, BCE
and Holdings entered into a Reorganization Agreement dated as of June 24, 1996
pursuant to which CFAC acquired the  capital stock of certain subsidiaries of
BCE and Holdings (the "Reorganization");

         WHEREAS, concurrent with the Reorganization, Central, Banner and
Holdings entered into that certain Financing Agreement dated as of June 24,
1996 (the "Financing Agreement") pursuant to which Banner granted Central the
exclusive right to purchase consumer finance receivables generated by sales at
Banner stores;

         WHEREAS, Central, Banner and Holdings have agreed to certain changes
in the terms and conditions of the Financing Agreement and have agreed to amend
the Financing Agreement to reflect such changes;

         NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree that the
Financing Agreement is hereby amended as follows:

         1.      Section 1(b) of the Financing Agreement is hereby amended in
                 full as follows:

                 "(b)  As long as Banner shall originate Consumer Finance
                 Receivables, Central shall have the right to purchase such
                 receivables at their net amount (i.e., the amount of the gross
                 receivable balance less deferred interest and any deferred
                 charges), less a transaction fee which shall initially be set
                 at 2.5% and shall be subject to renegotiation at six month
                 intervals, or if Central shall originate such Consumer Finance
                 Receivables, Banner shall pay Central a transaction fee in an
                 amount to be initially established by the parties and subject
                 to renegotiation at six month intervals."

         2.      Section 1(d) is added to the Financing Agreement as follows:





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                 "(d)  Obligation to Purchase Consumer Finance Receivables.
                 Notwithstanding anything to the contrary in the Financing
                 Agreement, Central shall have the right to require Banner to
                 purchase, and Banner shall purchase if requested by Central,
                 at face value Consumer Finance Receivables which were either
                 contributed by Banner to Central or purchased by Central in an
                 aggregate amount of up to $1,500,000 in each of the years
                 ending December 31, 1996 and 1997.  In such case, Central will
                 continue to collect such receivables, on behalf of Banner, in
                 accordance with its standard practices."

         3.      Section 5 is hereby amended by deleting the last sentence of
                 Section 5 and substituting the following sentence in its
                 place:

                 "This Agreement may not be assigned or delegated by any party
                 without the consent of the other parties hereto, except that
                 Central may, without the consent of the other parties hereto,
                 assign or delegate this Agreement to any direct or indirect
                 wholly-owned subsidiary of CFAC."


         Except as specifically provided herein, all terms and conditions of
the Financing Agreement remain in full force and effect, without waiver or
modification.  Except as specifically defined herein, all terms defined in the
Financing Agreement shall have the same meaning when used in this Amendment.
This Amendment and the Financing Agreement shall be read together, as one
document.





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


                                        CENTRAL INSTALLMENT CREDIT 
                                        CORPORATION

                                        By:         /s/  GARY CYPRES            
                                           -------------------------------------
                                             Gary M. Cypres, Chief Executive 
                                             Officer and President


                                        BANNER'S CENTRAL ELECTRIC, INC.

                                        By:         /s/  GARY CYPRES            
                                           -------------------------------------
                                             Gary M. Cypres, Chief Executive 
                                             Officer and President


                                        CENTRAL RAM, INC.

                                        By:         /s/  GARY CYPRES            
                                           -------------------------------------
                                             Gary M. Cypres, Chief Executive 
                                             Officer  and President


                                        BANNER HOLDINGS, INC.

                                        By:         /s/  GARY CYPRES            
                                           -------------------------------------
                                            Gary M. Cypres, Chief Executive 
                                            Officer and President





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