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                                                                   EXHIBIT 10.28

                    AMENDMENT NUMBER TWO AND WAIVER TO THIRD
                      AMENDED AND RESTATED LOAN AGREEMENT

        THIS AMENDMENT NUMBER TWO TO THIRD AMENDED AND RESTATED LOAN AGREEMENT
(herein this "Amendment"), dated as of December 31, 1996, is entered into
among CENTRAL INSTALLMENT CREDIT CORPORATION, a California corporation
("Borrower") and BANNER'S CENTRAL ELECTRIC, INC., a California corporation
("BCE"), on the one hand, and, on the other hand, the financial institutions
that are signatories hereto (collectively referred to as the "Banks" and
individually as a "Bank"), and BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as agent (hereinafter, in such capacity, together with any
successors thereto in such capacity, referred to as the "Agent") for the Banks
hereunder.  This Amendment is made with reference to that certain Third Amended
and Restated Loan Agreement dated as of June 24, 1996 among the Borrower, BCE,
the Agent, and the Banks as amended by Amendment No. One dated as of August,
1996 (the "Loan Agreement").  This Amendment further amends the Loan
Agreement in the manner and to the extent expressly set forth herein.

        1.      Definitions of Terms Used Herein.  All terms defined in the Loan
Agreement, as amended hereby, and not otherwise defined herein, shall have the
meaning defined in the Loan Agreement, as amended hereby, when used herein.

        2.      Amendments.

                (a)     The definition of "Maturity Date" in Section 1.1 is
amended in full to read as follows:

                        "'Maturity Date' shall mean the earlier of (a) April 30,
        1997, and (b) such earlier date of termination if the entire Commitment
        is terminated pursuant to the terms of Section 2.11 hereof."

                (b)     In the last sentence of Section 5.9, the phrase "On or
before April 30, 1997" is substituted for the phrase "Within sixty (60) days
after the Closing Date" appearing therein.

                (c)     Section 6.6(b) is amended in full to read as follows:

                        "(b) Past Due Receivables Ratio.  Obligor shall not
                permit, as of the last day of any of its fiscal months, the
                ratio of (i) the total amount owing to obligor under each
                Eligible Contract in which any payment is more than sixty (60)
                days past due, to (ii) the total amount owing to Obligor under
                all Eligible Contracts, to be greater than 0.0625:1.00 from and
                including November 1, 1996 to and including March 31, 1997 and
                0.0400:1.00 for any fiscal month thereafter."


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                (d)     Section 6.6(i) is amended in full to read as follows:

                        "(i)  Net Chargeoffs to Net Contracts Ratio.  Obligor
        shall not permit, as of the last day of its fiscal months, its Net
        Chargeoffs to Net Contracts Ratio (defined as the ratio of (i) (A)
        chargeoffs minus (B) cash recoveries, minus (C) all unearned interest
        or finance charges thereon, all calculated for the twelve (12) month
        period then ending, to (ii) the average of Net Contracts for such
        period) to be greater than 0.0900:1.0 from and including November 1,
        1996 to and including March 31, 1997 and 0.750:1.0 for any fiscal month
        thereafter."

                (e)     Section 7.1(1) is deleted in its entirety.

        3.      Waiver.  subject to the terms hereof, the Agent and the Banks
hereby waive the failure of the Obligor to comply with the following covenants
of the Loan Agreement during the periods described herein:

                        

                (a)     the failure of the Obligor to comply with Section 6.6(b)
        from the month ending July 31, 1996 through the date hereof.

                (b)     the failure of the Obligor to comply with Section 6.6(c)
        for the months ending July 31, 1996, August 31, 1996, and October 31,
        1996.

                (c)     the failure of the Obligor to comply with Section 6.6(i)
        from the month ending July 31, 1996 through the date hereof.

Nothing contained herein shall be deemed a waiver of (or otherwise affect the
Agent's or the Banks' ability to enforce) any other default or Event of Default,
including without limitation any default or Event of Default as may now or
hereafter exist and arise from or otherwise be related to the breached covenants
waived herein.

        4.      Conditions.  This Amendment shall become effective (the
"Effective Date") when the following condition is satisfied or waived by the
parties to whose benefit such condition runs:

                (a)     Each party hereto shall have signed and delivered to
the Agent six original counterpart signatures (which may be provided by
facsimile followed promptly by the executed original) to this Amendment.

        5.      Representations and Warranties.  In order to induce the Agent
and each Bank to enter into this Amendment, the Borrower and BCE each make the
following representations and warranties, which shall be true, correct, and
complete in all respects as of the Effective Date:


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                a. The Borrower and BCE each have all requisite corporate power
to execute and deliver this Amendment.

                b. This Amendment has been executed and delivered by the
Borrower and BCE and constitutes the legal, valid, and binding obligations of
the Borrower and BCE, enforceable against the Borrower and BCE in accordance
with its terms, except as the enforceability hereof or thereof may be affected
by: (i) bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforcement of creditors' rights generally; (ii) the
limitation of certain remedies by certain equitable principles of general
applicability; and (iii) the fact that the rights to indemnification thereunder
or hereunder may be limited by federal or state securities laws.

                c. The execution, delivery, and performance by the Borrower and
BCE of this Amendment does not and will not: (i) violate (A) any provision of
any material federal (including the Exchange Act), state, or local law, rule,
or regulation (including Regulations G, T, U, and X of the Federal Reserve
Board) binding on Borrower or BCE, or (B) any order of any domestic
governmental authority, court, arbitration board, or tribunal binding on the
Borrower or BCE, or (C) the articles of incorporation or bylaws of the
Borrower or BCE; or (ii) contravene any provisions of, result in a breach of,
constitute (with the giving of notice or the lapse of time) a material default
under, or result in the creation of any Lien (other than a Permitted Lien)
upon any of the Assets of the Borrower or BCE pursuant to any Contractual
Obligation of Borrower or BCE; or (iii) require termination of
any Contractual Obligation of the Borrower or BCE.

                d. No Event of Default or Unmatured Event of Default exists.

        6. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, each of which
counterparts, when so executed and delivered, shall be deemed to be an
original. All of such counterparts, taken together, shall constitute but one
and the same Amendment.

        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered as of the date first set forth above.

                                        CENTRAL INSTALLMENT CREDIT CORPORATION


                                        By: /s/ GARY CYPRES
                                            ----------------------------------


                                        Title:      President
                                               -------------------------------


(signatures continue)


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                                BANNER'S CENTRAL ELECTRIC, INC.,
                                a California Corporation

                                By: GARY CYPRES
                                    _______________________________
                                Title: President
                                       ____________________________
                                
                                BANK OF AMERICA NATIONAL TRUST AND
                                SAVINGS ASSOCIATION, as Agent

                                By: LAURA KNIGHT
                                    _______________________________

                                Title: Vice President
                                       ____________________________

                                
                                BANK OF AMERICA NATIONAL TRUST AND
                                SAVINGS ASSOCIATION, in its  
                                individual capacity as a Bank

                                By: PAUL SUTHERLAND
                                    _______________________________

                                Title: Vice President
                                      _____________________________

                                SUMITOMO BANK OF CALIFORNIA,
                                as a Bank

                                By: STEVE SLOAN
                                    _______________________________

                                Title: Vice President
                                      _____________________________

                                SANWA BANK CALIFORNIA, as a Bank

                                By: JOE ARCO
                                   ________________________________

                                Title: Vice President
                                      _____________________________


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