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EXHIBIT 10.14

                 CITIFINANCIAL RETAIL SERVICES DEALER AGREEMENT

The undersigned, Shopsmith, Inc. and Shopsmith Woodworking Promotions (each
referred to herein as "Dealer"), each hereby agrees to honor credit cards
("Cards") issued by CitiFinancial Retail Services Division of Travelers Bank &
Trust, fsb, a Delaware state chartered bank, or any of their affiliated
financial entities (collectively called "Creditor") to Buyers (hereinafter
defined) who have revolving credit Accounts (hereinafter defined) established by
the Creditor and upon which the Creditor will accept delivery of Transaction
Slips (hereinafter defined), documenting transactions on Accounts. For good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Dealer covenants and agrees with Creditor as follows:

1)   DEFINITIONS. As used herein, the following terms shall have the following
     meanings:
     a)   "Account" - a revolving charge account entered into by Creditor with
          one or more Buyers pursuant to which goods and/or services may be
          purchased from time to time by one or more Buyers from Dealer.
     b)   "Account Agreement" - a revolving charge agreement between Creditor
          and Buyer(s), establishing an Account, and any other applications,
          notes, contracts, or documents in connection therewith.
     c)   "Applications"- buyer credit applications.
     d)   "Buyer" - this includes each person who signs an Account Agreement as
          Buyer to obtain credit for personal, family, or household use.
     e)   "Chargeback" - reimbursement by Dealer to Creditor with respect to one
          or more Accounts/Transaction Slips, such that Dealer will become owner
          of the Accounts and/or Transaction Slips.
     f)   "Purchase" - a purchase by a Buyer of goods and/or services from
          Dealer which is charged to an Account and becomes an obligation
          thereunder.
     g)   "Return" - the return or adjustment of part or all of a Purchase or
          the price of a Purchase which is or will be shown as a credit to an
          Account.
     h)   "Transaction Slip" - an original receipt documenting a Purchase or a
          Return signed by the Buyer. In the case of Purchases, each
          "Transaction Slip" grants Creditor a security interest in the goods
          purchased.

2)   ESTABLISHING AND OWNERSHIP OF ACCOUNTS. Dealer agrees and understands that
     Creditor, and not Dealer, will establish and own all Accounts and
     Transaction Slips and related documents, and that Creditor is the party
     extending the credit on the Accounts, subject to Dealer's obligation to
     purchase the Accounts and Transaction Slips from Creditor as provided
     herein. All information relating to Buyers is owned by Creditor and may be
     used by Creditor for any purpose deemed appropriate by Creditor, PROVIDED,
     HOWEVER, that Creditor will not sell Buyers' information to third parties.
     Dealer will give Creditor the right of first refusal to finance all of
     Dealer's customer credit purchases, Creditor, in its sole discretion, will
     determine whether the Buyer meets the Creditor's credit criteria and
     whether to establish an Account in such Buyer's name, and the terms of such
     Account, including whether to later modify the terms of, or to terminate,
     the Account. Buyers approved by Creditor for an Account will be issued
     Account Identification Cards which, subject to the terms of this Agreement,
     Dealer will honor in connection with bona fide consumer credit transactions
     for the purchase from Dealer of goods and services; provided that Creditor
     has not otherwise advised Dealer. Creditor will make all credit decisions
     and will establish all Accounts under Delaware law.

3)   DELIVERY OF TRANSACTION SLIPS.

     a)   Dealer's written advice to Creditor of a Transaction Slip shall
          constitute Dealer's request for Creditor to accept the Transaction
          Slip and to pay the Dealer for the Transaction Slip as agreed by
          Creditor and Dealer from time to time. Subject to the terms of this
          Agreement, Creditor will accept or refuse, in its complete discretion,
          Transaction Slips executed by Buyers, and will pay Dealer the total
          amount of the Transaction Slip less any amount agreed to by the
          parties hereto.
     b)   Dealer agrees and understands that the Creditor owns all right, title
          and interest in every Transaction Slip executed by a Buyer in
          connection with credit transactions on Accounts, including the payment
          obligation represented by such Transaction Slips and the security
          interest in the goods and services covered by such Transaction Slips,
          unless and until Dealer purchases a Transaction Slip from Creditor as
          provided in this Agreement.
     c)   Except with respect to Transaction Slips which Dealer purchases from
          Creditor, Dealer agrees that it is not authorized to receive payments,
          and that the Creditor has the sole right to receive payments, on all
          Accounts and related Transaction Slips submitted to Creditor.



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4)   DELIVERY OF TRANSACTION SLIPS: DEALER'S RISK AND CREDITOR'S OBLIGATIONS
     WITH RESPECT THERETO. The procedures governing payment for Transaction
     Slips and Dealer's risks and Creditor's obligations with respect thereto,
     shall be as follows:

     a)   Dealer's Risk. Any Purchase consummated by Dealer which in good faith
          judgement of Creditor (i) was fraudulent, (ii) was evidenced by a
          Transaction Slip which is not in all respected legible, or in which
          the Purchase is not as represented, warranted, or agreed therein, or
          for which an infirmity in documentation otherwise exists, (iii) was
          without Creditor's approval if so required hereunder, (iv) was in
          violation of any of the rules governing Purchases, or (v) otherwise
          was without compliance with any applicable warranty or representation
          of Dealer contained in this Agreement or any applicable term or
          condition of this Agreement, or the Account Agreement, shall be at
          Dealer's risk, and Creditor shall have no obligation to accept, or pay
          for, any Transaction Slip representing any such Purchase, and shall
          have no liability to Dealer therefor; but Creditor shall, in its sole
          and absolute discretion, have the option of accepting the same upon
          investigation, but no such acceptance by Creditor of any such
          Transaction Slip or Purchase shall be deemed a waiver of Creditor's
          rights hereunder with respect to any other or subsequent Transaction
          Slip or Purchase.

     b)   Delivery of, and Payment for, Transaction Slips.
          i)   Dealer will deliver to Creditor (in the manner and time specified
               by Creditor) with respect to each Account; the Dealer's
               invoice/sales form; the Transaction Slip(s) signed by the Buyer,
               evidencing the original and any subsequent purchases; and any
               other documentation relating to Applications and Accounts as
               agreed to by the parties.
          ii)  If Dealer is unable to deliver a document requested by Creditor
               within the specified time frame for whatever reason, Creditor may
               immediately charge back the Account and/or Transaction Slip. The
               Chargeback amount of any Account and/or Transaction Slip shall be
               a sum equal to the then unpaid net balance due thereon (including
               any accrued but unpaid finance charges thereon), plus any and all
               costs (including reasonable attorney's fees) incurred by Creditor
               in connection with enforcing this Agreement. Upon payment to
               Creditor of the amount of the Chargeback, the Accounts and/or
               Transaction Slips shall be transferred by appropriate endorsement
               or assignment to Dealer, but all such endorsements and
               assignments shall be without recourse upon Creditor and without
               warranties, express or implied on the part of the Creditor.
               Creditor's right to demand Chargeback is not waived because of
               its failure to make prompt Chargeback. Creditor's right to charge
               back any Account and/or Transaction Slip as set forth herein
               shall not be affected by any modification by Creditor of any
               Account and/or Transaction Slip. With respect to any Account
               and/or Transaction Slip for which Creditor charges back to Dealer
               hereunder. Dealer further waives any right to require Creditor
               (i) to proceed against any person; (ii) to proceed against or
               exhaust its rights with respect to collection of any of the
               Accounts, (iii) to obtain any determination by any court or
               governmental agency with respect to any breach of the elements or
               events constituting any breach; or (iv) pursue any other remedy
               in Creditor's power as against any other personsor property.

     c)   Chargeback. In any of the following circumstances, Creditor may charge
          back to Dealer any Transaction Slip that Creditor has accepted from
          Dealer, and Dealer shall immediately pay Creditor the amount
          represented by the Transaction Slip, plus interest on the Transaction
          Slip accrued and unpaid as of the date of the chargeback, plus
          Creditor's out-of-pocket costs incurred, if any, in attempting to
          collect on the Transaction Slip, but less any acquisition charge, if
          any, previously paid by Dealer to Creditor;
          i)    the Transaction is not completed to Creditor's reasonable
                satisfaction;
          ii)   the Transaction Slip is a duplicate of an item previously
                paid;
          iii)  the Buyer disputes the execution of the Transaction Slip, or
                the sale, deliver, quality, or performance of the goods or
                services;
          iv)   the Buyer contends that it did not authorize the transaction
                represented by the Transaction Slip or did not authorize the
                transaction in the amount shown on the Transaction Slip;
          v)    the Buyer alleges that a credit adjustment was requested and
                refused, or that a credit adjustment was issued by Dealer but
                Creditor did not receive the credit;
          vi)   the price of the goods or services shown on the Transaction
                Slip differs from the amount shown on the receipt deliverd to
                the Buyer at the time of the transaction;
          vii)  Dealer did not obtian authorization from Creditor for the
                transaction requested by the Transaction Slip;
          viii) in a transaction other than an authorized mail or telephone
                order, the Transaction Slip is not signed by the Buyer;


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          ix)   Creditor determines that Dealer has violated or not complied
                with any term, condition, covenant, warranty, or other
                provision of this Agreement or any other agreement between the
                parties, or any of Creditor's procedures, in connection with
                the Transaction Slip or the transaction to which it relates;
                or

          x)    Creditor determines that the Transaction Slip is fraudulent or
                that the related transaction is not a bona fide transaction in
                Dealer's ordinary course of business, or is subject to any
                claim of illegality, cancellation, rescission, avoidance, or
                offset for any reason whatsoever, including without limitation
                negligence, fraud, or dishonesty on the part of Dealer or any
                of its agents or employees.

     d)   Adjustment of Transaction Slips. Creditor shall, within a reasonable
          time following the chargeback of a transaction to Dealer and payment
          by Dealer to Creditor of amounts due under this Agreement, assign to
          Dealer (without recourse to Creditor) Creditor's interest in the
          Transaction Slip that was charged back. Dealer understands and agrees
          that the obligation on its part to purchase Transaction Slips from
          Creditor does not preclude Creditor from enforcing any other remedies
          available to it.

     e)   Payments by Buyer. Dealer shall not accept payment by any Buyer on an
          Account. Any payments so accepted in violation of this provision shall
          be in trust for Creditor, and shall be delivered within three (3)
          calendar days, excluding Sundays and holidays, to Creditor in the form
          received except for any necessary endorsements, and shall not be
          subject to any offset for any amounts due Dealer hereunder. Dealer
          authorizes Creditor to endorse the name of Dealer when any form of
          payment requires such endorsement and Dealer has failed to do so or
          has done so improperly or inaccurately. If a significant number of
          such payments received by Dealer in any calendar month are not
          delivered within the time and in the manner provided, Creditor may, at
          its option, demand immediate purchase by Dealer of all Account and
          related Transaction Slips for their current net balance.

5)   RETURNS, BUYER COMPLAINTS.

     a)   Returns. Dealer agrees to maintain a fair return policy and to make
          adjustments with respect to Purchases and Accounts where appropriate.
          If Dealer (i) accepts any goods for return; (ii) permits the
          termination or cancellation of any services; or (iii) allows any price
          adjustment, then Dealer shall not make any cash refund, but shall
          complete and deliver promptly to Creditor a credit slip ("Credit Slip)
          signed by Dealer and evidencing the full amount of the refund or
          adjustment, and shall deliver to the Buyer a true and complete copy of
          the Credit Slip at the time the refund or adjustment is made. Dealer
          shall include on any Credit Slip a brief description of the goods
          returned, services terminated or canceled, or refund or adjustment
          made, together with the date and amount of the credit, in sufficient
          detail to identify the transaction. The amount of a Credit Slip cannot
          exceed the amount of the original transaction as reflected on the
          Transaction Slip. The Credit Slip must reflect the full amount of the
          refund or adjustment, and cannot be reduced by any charge paid by
          Dealer to Creditor on the original Transaction Slip. Dealer may
          process a Credit Slip for a Buyer only if Dealer has previously
          completed the related purchase transaction with the same Buyer. If
          twenty-five percent (25%) or more (in number) of such returns in any
          calendar year are not delivered within the time and in the manner
          provided, Creditor may, at its option, demand immediate purchase by
          Dealer of all Account and related Transaction Slips (for their current
          net balance) received from Dealer and then in Creditor's possession.

     b)   Buyer Complaints. Dealer acknowledges that, under applicable law,
          Creditor may be subject to claims and defenses of Buyers arising out
          of Purchases. Dealer agrees that it will immediately notify Creditor
          of any such claim or defense asserted, or any complaint which may
          become such a claim or defense, when the Dealer receives notice or
          otherwise becomes aware thereof, as well as the action taken by Dealer
          to resolve this dispute. Dealer shall make a good faith attempt to
          resolve any dispute with respect to the quality, performance,
          condition, or otherwise of the goods or services that are the subject
          of any Purchase. Dealer shall keep written complaints and a log of
          oral complaints for twenty-five (25) months. Dealer shall immediately
          notify Creditor if Dealer is subject to any investigation or action
          arising from alleged violations of law. Dealer agrees to indemnify and
          hold Creditor harmless from any claim, loss, damage, or liability,
          including attorney fees and costs, incurred by Creditor in connection
          with any such complaint, claim, defense, or dispute, or the failure of
          Dealer to notify Creditor thereof as provided herein.

     c)   Fair Credit Billing Act Compliance. Dealer agrees to fully and
          promptly comply with all requests from Creditor for information and
          assistance in connection with Creditor's resolution of any billing
          error dispute with any Buyer.

6)   PAYMENT. Dealer and Creditor shall agree from time to time, as evidence in
     a pricing schedule or other documentation, upon (i) the fees and charges to
     be paid by Dealer to Creditor in connection with this



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     Agreement, which may include set-up charges to reimburse Creditor for its
     costs and expenses in connection with establishing this program, costs of
     supplying and imprinting Identification Cards, monthly service charges per
     Account, transaction processing charges, an any other costs; and (ii) the
     amount to be paid by Creditor to Dealer for any Transaction Slip as a
     precentage of the amount of the Transaction Slip. In this regard, the
     parties agree to share equally the cost of imprinting Account
     Identification Cards for Accounts, if any, acquired by Creditor from Dealer
     and the cost of customized Buyer credit applications.

7)   WARRANTIES AND REPRESENTATIONS OF DEALER. Dealer makes the following
     warranties and representations, with the understanding and agreement that
     Creditor shall have relied upon such warranties and representations
     notwithstanding any inspection or knowledge on its part of anything
     inconsistent therewith:
     a)   In General. (i) Dealer is and will continue to be a bona fide business
          entity, duly licensed, organized, qualified and validly existing in
          good standing under applicable laws, with all requisite power and
          authority to carry on its business where and as now conducted, to
          execute and perform this Agreement, and to deliver Accounts and
          Transaction Slips to Creditor hereunder; (ii) with respect to each
          Account or Transaction Slip thereunder at the time of delivery of the
          same to Creditor, Dealer will provide Creditor with clear title to the
          Account and all Transaction Slips thereunder, and has the right and
          authority to provide the same to Creditor free and clear of any lien,
          security interest, encumbrance, or claim whatsoever, (iii) no
          representation or warranty by Dealer contains or will contain any
          untrue statement of a material fact, or omits or will omit to state a
          material fact necessary to make the statements contained therein not
          misleading, and all representations and warranties of Dealer survive
          this Agreement; and (iv) the execution, delivery and performance of
          this Agreement and all documents to be delivered by the Dealer will
          not violate the terms of, conflict with or result in the breach of or
          constitute a default under any agreement to which Dealer is a party or
          by which Dealer is bound.
     b)   Accounts. With respect to any Account, (i) the Account is genuine,
          legally valid, and a binding and enforceable agreement, and does not
          contain any forged or unauthorized signature, and all Buyers were of
          full age and were competent and had the capacity to contract and are
          not employees of Dealer; (ii) all statements of fact, all information
          concerning Buyer, and all statements made by Buyer in connection with
          Buyer's Application for, and the opening of, the Account are true and
          correct in all respects, and do not omit or fail to disclose any
          material facts, and Dealer (including any of Dealer's agents,
          employees. salespersons, or officers) has not advised or requested
          Buyer or any other person to misstate, conceal or fail to disclose any
          information; and (iii) Dealer has fully complied with, the Account is
          valid under, and there are no violations of any and all applicable
          laws, regulations, ordinances, orders, consent decrees or the like
          governing consumer credit transactions, advertising or the Dealer
          specifically or any other aspect of the application or Account
          Agreement for opening and establishment of the Account, and Buyer was
          given copies of all documents required by law or otherwise to be given
          to Buyer at the times such copies are required by law or Creditor in
          its procedures to be so given to Buyer.
     c)   Purchases. With respect to any Purchase and the Transaction Slip
          related thereto, at the time of such Purchase and thereafter; (i) the
          Purchase was a bona fide sale of goods and/or services to the Buyer by
          Dealer, all goods were delivered (or at the time of the Purchase,
          arranged to be delivered and actually later delivered) and/or services
          performed (or at time of the Purchase, arranged to be performed and
          actually later performed) to the acceptance and satisfaction of Buyer,
          or delivery receipt was signed by Buyer after completion or delivery,
          and there are no unpaid bills for labor or materials that might give
          rise to any liens by operation of law or otherwise, (ii) Creditor's
          right to money due and to become due for the Purchase is not subject
          to any defense (except payment), offset, counterclaim or recoupment
          whatsoever (including, but not limited to, lack or absence of
          consideration, fraud, misrepresentation, any unfair or deceptive act
          or practice, or any breach of warranty or guarantee with respect to
          the goods and/or services) by or on behalf of the Buyer, and there are
          no undisclosed agreements, concessions, claims or litigation of any
          nature whatsoever affecting any Purchase, and Creditor's security
          interest in goods will be prior to any other lien or encumbrance and
          enforceable against any other persons; (iii) any downpayment was made
          in cash and/or trade-in allowance and no note, loan, post-dated check,
          or other form of deferred obligation was taken in connection with such
          downpayment (other than any deferred downpayment authorized by
          Creditor and fully disclosed in the Transaction Slip), and no portion
          of any downpayment was or will be made by Dealer or any person other
          than the Buyer; (iv) neither Buyer nor any other person has exercised
          nor shall exercise at any time any right of rescission or cancellation
          of the Purchase; (v) the sale and transaction surrounding the
          Purchase, including but not limited to sale of insurance and extended
          warranties, and any disclosures in connection therewith were made in
          full compliance with all applicable law and procedures established by


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          Creditor and of which Dealer was notified in writing; (vi) Dealer has
          fully complied with all rules or other provisions governing Purchases
          set forth in this Agreement or otherwise established from time to time
          by Creditor procedures; (vii) the identification of the Purchase and
          the amounts shown on any Transaction Slip are bona fide, true,
          correct, and genuine, and have not been altered or misstated, and the
          goods delivered and/or services performed are the identical and actual
          goods or services described in the Transaction Slip, and the
          Transaction Slip represents a bona fide obligation as described
          therein; (viii) the Buyer's signature on the Transaction Slip is
          genuine and not forged and was made by the Buyer whose signature it
          purports to be, and Dealer has obtained a driver's license or
          equivalent photographic identification verifying the Buyer's identity
          and has noted the Buyer's driver's license number or other appropriate
          identification number or source of identification on the Transaction
          Slip; and (ix) any Transaction Slip relating to a sale by telephone or
          mail is genuine, was duly authorized by Buyer, and relates to a bona
          fide sale. Any fraudulent telephone or mail applications of
          Transactions Slips will immediately be charged back to the Dealer.

8)   PURCHASE BY DEALER. In the event it shall at any time appear to Creditor
     that a breach of any one or more of the warranties or representations
     contained in this Agreement, or the nonfulfillment of any agreement or
     covenant contained in this Agreement has occurred or exists in respect of
     any Account or Purchase or Transaction Slip hereunder or with respect to
     any Purchase for which Creditor has no obligation or liability to Dealer
     under the provisions of this Agreement but Creditor has previously paid for
     the Transaction Slip from Dealer, with or without knowledge of any fact or
     event giving rise to Creditor's right not to be obligated or liable
     therefor, or in the event Buyer asserts a claim or defense based upon, or
     fails to pay because of, an alleged breach of warranty, alleged
     misrepresentation with respect to the goods sold, or alleged failure of
     Dealer to provide adequate service to Buyer, Dealer agrees to immediately
     purchase such Account and/or Transaction Slip from Creditor. The purchase
     price of any Account and/or Transaction Slip which Dealer is required to
     purchase hereunder shall be a sum equal to the then unpaid net balance due
     thereon (including any accrued but unpaid finance charge thereon), plus any
     and all costs (including reasonable attorney's fees) incurred by Creditor
     in connection with the enforcement of the Account. If Dealer fails to pay
     the purchase price to Creditor within fifteen (15) days of Creditor's
     demand therefor, Creditor may, at its option, demand immediate purchase by
     Dealer of all Accounts and Transaction Slips (for their current net
     balances) arising from Purchases from Dealer. If in any calendar month
     Creditor demands that Dealer purchase Accounts or Transaction Slips having
     current net balances in excess of twenty-five (25%) of the total balances
     at the end of the month of all Accounts and Transaction Slips from Dealer,
     Creditor may, at its option, demand immediate purchase by Dealer of all
     Accounts and Transaction Slips from Dealer for the current net balances
     thereof. Additionally, in the event Dealer becomes insolvent, executes an
     assignment for the benefit of creditors, or is a party to any action,
     voluntary or involuntary, under applicable bankruptcy laws, Creditor may,
     at its option, demand immediate purchase by Dealer of all Accounts and
     Transaction Slips from Dealer for the current net balances thereof. Upon
     payment to Creditor of the purchase price, the Accounts and/or Transaction
     Slips shall be transferred by appropriate endorsement or assignment to
     Dealer, but all such endorsements and assignments shall be without recourse
     upon Creditor and without warranties, express or implied, on the part of
     the Creditor. Creditor's right to demand purchase is not waived because of
     its failure to make prompt demand for purchase. Dealer's obligation to
     purchase any Account and/or Transaction Slip as set forth herein shall not
     be affected by any modification by Creditor of any Account. With respect to
     any Account and/or Transaction Slip for which Creditor demands purchase by
     Dealer hereunder, Dealer further waives any right to require Creditor (i)
     to proceed against any person; (ii) to proceed against any of the Accounts;
     (iii) to obtain any determination by any court or governmental agency with
     respect to any breach of the elements or events constituting any breach; or
     (iv) to pursue any other remedy in Creditor's power as against any other
     persons or property.

9)   ADDITIONAL COVENANTS OF DEALER. Dealer shall apply any policies regarding
     refunds equally to cash and credit Buyers. Dealer, if requested by
     Creditor, shall provide Creditor with true copies of any and all product
     and warranty information concerning the goods or services covered by a
     Purchase. Dealer guarantees all performance and warranties and all service
     or similar agreements made by the manufacturer, Dealer or any other person
     relating to goods and/or services that are the subject of any Purchase,
     even if such performance, warranty, service or similar agreements are not
     immediately effective, and, unless such agreement provides otherwise,
     Dealer agrees to provide repairs and service to Buyer or other owner of the
     goods or recipient of the services at Dealer's usual rates or charges. If
     an Account or Transaction Slip acquired includes a charge for a warranty,
     service, or similar agreement, Dealer agrees, in the event the Buyer moves
     out of Dealer's service area, to either arrange for warranty or service
     demanded by customer to be performed by other qualified persons or to
     refund



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     the unearned portion of the charge assessed for such warranty, service, or
     similar agreement. Dealer shall provide Creditor with such information as
     Creditor shall deem necessary or appropriate with respect to the financial
     condition or otherwise of Dealer, and shall make available to Creditor for
     examination at all reasonable times, the books of Dealer's business
     pertaining to financing goods and services. Dealer shall immediately notify
     Creditor of any material information of which it becomes aware with respect
     to any Account, including, but not limited to, the death, move from the
     service area, loss of employment, adverse change in financial condition or
     change in marital status of any Buyer, termination of an Account, the loss
     or theft or unauthorized use of any Card, or any dispute or claim with
     respect to the goods or services which were the subject matter of any
     Purchase.

10)  FORMS FURNISHED BY CREDITOR. Dealer shall only use the forms, including but
     not limited to the Application, Account Agreement, Credit Slip and
     Transaction Slip, that are approved in writing by Creditor. Dealer's
     liabilities for compliance with applicable law with respect to sufficiency
     of document contents does not apply to any document or form provided by
     Creditor, but shall apply to any other failures or omissions by Dealer or
     its agents related to any such document furnished by Creditor, including,
     but not limited to, Dealer's failure to complete properly any such document
     or form, or failure to deliver copies to Buyers.

11)  PROCEDURES ESTABLISHED BY CREDITOR. The reference in this Agreement to
     procedures established by Creditor shall be to such procedures established
     from time to time by Creditor, including but not limited to the attached
     Dealer Plan of Operation, of which Creditor notifies Dealer in writing or
     otherwise. Dealer agrees that Creditor may change such procedures from time
     to time as it deems necessary or appropriate and such changes will be
     applicable to Dealer when Creditor gives Dealer notice thereof in writing
     or otherwise.

12)  ADVERTISING. Prior to use of Creditor's name or reference to Creditor's
     financing in any piece of advertising through any medium, including but not
     limited to, television, radio, telemarketing, print or mail solicitation
     advertising or displays, Dealer must obtain Creditor's written approval for
     such use or reference. Creditor may grant or withhold such approval in its
     sole and absolute discretion.

13)  INDEMNIFICATION OF CREDITOR. Dealer agrees to indemnify Creditor and hold
     it harmless from, against and in respect of any damage, liability, loss,
     deficiency, expense, and attorney fees and other costs of litigation,
     including those arising from advertising, sale of insurance and the
     enforcement of this indemnification ("Damages"), and agrees to reimburse
     Creditor on demand for such Damages resulting from (a) any and all
     liabilities of Dealer in every kind, nature and description, absolute and
     contingent, arising at any time from or in connection with the business of
     Dealer, and (b) any untrue or incorrect representation or breach of any
     warranty or representation of Dealer contained in this Agreement or the
     nonfulfillment of any agreement or covenant of Dealer contained in this
     Agreement. This indemnification shall include, but not be limited to, any
     class action or alleged class action which is at any time brought by or on
     behalf of one or more persons. Dealer agrees to notify promptly Creditor of
     the making of any claim or the commencement of any action by a person other
     than Creditor which may give rise to an obligation of Dealer under this
     Section. Creditor shall be subrogated to any causes of action or other
     rights that Dealer may have against any manufacturer or other person or
     entity to the extent necessary to insure that Creditor is fully
     indemnified.

14)  PARTIES. The term "Dealer" as used in this Agreement includes all parties
     who sign this Agreement, other than Creditor or Creditor's affiliated
     corporations. If more than one person and/or legal entity is included
     within the term "Dealer", each such person and/or legal entity is obligated
     jointly and severally under this Agreement. This Agreement shall inure to
     the benefit of, and be fully enforceable by, any corporation affiliated
     with Creditor with respect to any Account and/or Transaction Slip purchased
     by such affiliated corporation from Dealer, or with respect to any Account
     and/or Transaction Slip originated by Dealer and held or acquired at any
     time by any affiliated corporation through merger, or otherwise. Any
     corporation under ultimate common ownership with Creditor shall be
     considered to be an affiliate of Creditor under this Agreement.

15)  SPECIAL PROGRAMS. Dealer may offer the Buyers only the special programs
     approved by Creditor and documented in the attached Dealer Plan of
     Operation or in a manner acceptable to the Creditor.

16)  AUTOMATED FUNDING.

     a)   Dealer authorizes Creditor, by electronic means, to initiate credit
          entries to Dealer's account described in the ACH (Automated Funding)
          Set-up Procedures and Information Sheet and to initiate debit entries
          and adjustments for any discount due Creditor from Dealer, for any
          offset to


<PAGE>   7

          which Creditor is entitled, and for any credit entries made to such
          account through error on the part of Creditor or as the result of
          incorrect information provided by Dealer, and authorizes the bank or
          other financial institution named in the ACH (Automated Funding)
          Set-up Procedures and Information Sheet to make such credit or debit
          entries to specified account. This authorization shall remain in
          effect for ninety (90) days after the Agreement is terminated.
     b)   Dealer agrees to indemnify, defend and save harmless Creditor of, from
          and against any claims, causes of action, loss, liability, cost and
          expenses (including attorney's fees) which Dealer or any other person
          or entity might have or claim to have against Creditor as a result of
          or in any way related to the acts or omissions of any bank or other
          financial institution handling the transfer of funds pursuant to this
          authorization.
     c)   If Creditor initiates a credit entry in an amount greater than the
          amount due Dealer and the funds transfer is completed, Dealer agrees
          to reimburse Creditor for the amount by which the amount received
          amount due.
     d)   Subparagraphs (a), (b) and (c) of this Paragraph 16 shall survive the
          termination of this Agreement.

17)  EQUIPMENT. Creditor may supply to Dealer one or more remote data entry
     computer terminals and/or printers ("Equipment") used for credit
     application processing and/or Contract preparation in Dealer's place of
     business subject to the terms of this Agreement. Dealer agrees not to
     reproduce any software provided to Dealer under this Agreement, and it is
     agreed that such software and instruction manuals contain confidential
     information which is proprietary to Creditor. Dealer will be responsible
     for all costs related to repair and/or replacement of Equipment resulting
     from Dealer's misuse of the Equipment. Creditor will provide normal
     maintenance and replacement units for malfunctioning Equipment. Upon
     Creditor's request, Dealer will provide a dedicated telephone line to
     transmit the data entered on the Creditor's remote Equipment to the
     Creditor's Service Center. Creditor agrees to provide a toll-free 800/880
     telephone number for Dealer to use in transmitting the data on the
     Equipment to the Creditor's Service Center. Upon termination of the
     Agreement, Dealer will promptly return to Creditor all Equipment supplied
     by Creditor hereunder in the same condition as received, except for
     reasonable wear; otherwise, Dealer will make prompt payment to Creditor for
     the replacement value or cost to repair said Equipment.

18)  CREDIT INSURANCE. Dealer will be entitled to offer and sell credit
     insurance with no liability on the part of the Creditor, subject to
     Creditor's approval of insurance carrier and other matters related to the
     sale of such insurance.

19)  OFFSET BY CREDITOR. In addition to any other remedies available to Creditor
     under this Agreement, Dealer agrees that Creditor has the right to offset
     against any amounts due Dealer any amounts owed to Creditor by Dealer under
     the provisions of this Agreement or otherwise, including, but expressly not
     limited to, the purchase price of any Transaction Slip Dealer is required
     to purchase due to fraud or otherwise, any payments received by Dealer in
     connection with the Termination Slip purchased by Creditor, and any amounts
     paid by Creditor to Buyers as a result of complaints or disputes relating
     to the goods and/or services and/or insurance furnished by Dealer or the
     servicing thereof.

20)  MISCELLANEOUS. The liability of Dealer hereunder shall be absolute and
     unconditional and shall not be subject to any reduction, setoff,
     counterclaim or recoupment and shall not be limited or avoided on account
     of any good faith action or inaction of Creditor with respect to any
     Account and/or Transaction Slip. This Agreement shall be controlled,
     construed and enforced in accordance with the substantive laws of the State
     of Delaware. This Agreement represents the entire agreement and
     understanding of the parties and no modification hereof or additions hereto
     have been agreed to, or will be binding upon any party or its successors or
     assigns, unless specifically set forth in writing in a document executed by
     the parties or otherwise referred to herein. This Agreement shall be
     binding upon the parties hereto and their successors and assigns. This
     Agreement and all rights hereunder may not be assigned by Dealer without
     the prior written consent of Creditor. Creditor has the right to assign
     this Agreement and any Accounts or Transaction Slips thereunder at any time
     to an affiliated person.

21)  TERMINATION. Either party may elect to terminate this Agreement upon One
     Hundred Fifty (150 days prior written notice given to the other party.
     Notwithstanding any notice requirement, Creditor may terminate this
     Agreement upon a material adverse change in the financial condition of the
     Dealer or substantial breach by Dealer of the terms and conditions of this
     Agreement. Any such notice or termination shall not affect any obligation
     of either party hereto under the Agreement with respect to Transaction
     Slips accepted by Creditor prior to such termination; provided that
     Creditor's obligation to pay participation fees, if any, shall cease on
     termination of this Agreement.




<PAGE>   8

22)  ENFORCEABILITY AND VALIDITY. The fact that any provision of this Agreement
     may prove invalid or unenforceable under any law, rule, or regulation shall
     not affect the validity or enforceability of any other provision of this
     Agreement. No indulgences extended by either party hereto in any particular
     instance or instances shall be construed as a waiver of any rights by that
     party with respect to any other or future occurrence. Failure (intentional
     or inadvertent) by Creditor to file or record a security interest in goods
     that are the subject matter of any Purchase shall not impair Creditor's
     rights nor be grounds for avoiding Dealer's obligations under this
     Agreement. Repossession by Creditor of any goods that are the subject
     matter of any Purchase, whether with or without notice to Dealer, shall not
     impair Creditor's rights nor be grounds for avoiding Dealer's obligations
     under this Agreement.

23)  ACCEPTANCE BY CREDITOR. This Agreement shatl not be binding upon Creditor
     in any manner whatsoever unless signed by an officer of Creditor or its
     duly authorized agents or attorney, and becomes effective as of the
     Effective Date.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Effective Date shown below.

FOR CREDITOR:                                  FOR DEALER:

CITIFINANCIAL RETAIL SERVICES DIVISION         SHOPSMITH, INC.
OF TRAVELERS BANK & TRUST, FSB

BV                                             BV

Effective Date: 11-15-00                       SHOPSMITH WOODWORKING PROMOTIONS

                                               By


<PAGE>   9





                                    ADDENDUM
                                       TO
               THE CITIFINANCIAL RETAIL SERVICES DEALER AGREEMENT

 WHEREAS, Shopsmith Inc/Shopsmith Woodworking Promotions ("Dealer") and The
 Citifinancial Retail Servir are desirous of amending and supplementing the
 Dealer Agreement, dated l1-15-00, including any addenda (the Agreement) by the
 additional terms set forth in the Addendum;

          NOW, THEREFORE, in consideration of the premises, Dealer and Creditor
agree as follows:

1)   The parties acknowledge that Creditor will from time to time exercise its
     right pursuant to SECTION 21 (MISCELLANEOUS) of the Agreement to assign
     select accounts, effective the date indicated below, to an affiliated
     company, Commercial Credit Corporation or other such entity notified to you
     ("Affiliate").

2)   Accounts that are purchased from Creditor and funded by Affiliate
     ("Affiliate Accounts") will differ from Accounts as described in the
     Agreement as follows:
     a)   The creditor establishing the Account, effective the time of the
          assignment, is the Dealer from which Affiliate purchases the Account
          Agreement, as amended and Transaction Slip(s) if any:
     b)   The Affiliate Account is governed by the laws of the state where the
          Dealer's retail business is located, including state limitations on
          interest rates and fees govern the Affiliate Account;
     c)   The Dealer's representations and warranties and chargeback obligations
          are applicable to Affiliate Accounts except that Dealer's obligation
          is to repurchase the Account in the event of its breach of
          representations, warranties, covenants, or other terms and conditions
          of the Agreement.

3)   All other provisions of the Agreement shall remain the same, except to the
     extent they need to be modified or supplemented to conform to this
     Addendum.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Effective Date below.

For Creditor                                    For Dealer:
The Citifinancial Retail Services               Shopsmith Inc.
                                                Shopsmith Woodworking Promotions

Effective Date:
11-15-00


<PAGE>   10



                                    ADDENDUM
                                       TO
               THE CITIFINANCIAL RETAIL SERVICES DEALER AGREEMENT

     WHEREAS, Shopsmith,/Shopsmith Woodworking Promotions ("Dealer") and The
Citifinancial Retail Services** ("Creditor") are desirous of amending and
supplementing The Citifinancial Retail Services Dealer Agreement dated 11-15-00
(hereinafter, the "Agreement") by the addition of the terms set forth in this
Addendum.

     NOW, THEREFORE, in consideration of the premises, Dealer and Creditor agree
as follows:

1)   Dealer will retain at its operations center with respect to each Account:
     the Dealer's invoice/sales form; the Transaction Slips signed by the Buyer,
     evidencing the original and any subsequent purchases; and any other
     documentation relating to Applications and Accounts as agreed to by the
     parties. The documentation and records maintained by Dealer will be
     organized and stored such that Dealer can retrieve all relevant documents
     and deliver them to Creditor at a location designated by Creditor within
     thirty (30) business days of receiving a written request from Creditor for
     documents relating to a particular Account or Application (identified by
     name and approximate date of purchase). Such request will be deemed
     received by Dealer at its executive office at 6530 Poe Ave, Dayton OH 45414
     when delivered by U.S. Mail, telefax, courier service, or by hand. Dealer
     will permit representatives of Creditor to audit the above mentioned
     documents at Dealer's premises during normal business hours upon two (2)
     days prior notice to Dealer.

2)   Dealer shall establish facilities, procedures and controls to assure the
     secure, accurate, and accessible storage and retrieval of these documents
     and records, using at least the same care it would use with respect to its
     own essential records. All documents and records shall be maintained for
     six (6) months longer than the minimum record retention requirement
     provided under applicable law for the type of record or for such longer
     time periods that Creditor may specify in writing to Dealer. Additionally
     Dealer shall maintain records of specific Accounts identified by Creditor
     for indefinite periods at Creditor's request in the event of litigation or
     regulatory actions involving the affected Accounts.

3)   If Dealer is unable to deliver a document requested by Creditor within the
     specified time frame for whatever reason, Creditor may immediately
     chargeback the Creditor's Account and/or Transaction Slip to the extent
     that Creditor incurs actual monetary damages due to the absence of the
     requested document in question. The Chargeback amount of any Account and/or
     Transaction Slip shall be a sum equal to the then unpaid net balance due
     thereon (including any accrued but unpaid finance charges thereon), plus
     any and all costs (including reasonable attorney's fees) incurred by
     Creditor in connection with enforcing this Agreement. Upon payment to
     Creditor of the amount of the Chargeback, the Accounts and/or Transaction
     Slips shall be transferred by appropriate endorsement or assignment to
     Dealer, but all such endorsements and assignments shall be without recourse
     upon Creditor and without warranties, express or implied on the part of the
     Creditor. Creditor's right to demand Chargeback is not waived because of
     its failure to make prompt Chargeback. Creditor's right to charge-back any
     Account and/or Transaction Slip as set forth herein shall not be affected
     by any modification by Creditor of any Account and/or Transaction Slip.
     With respect to any Account and/or Transaction Slip for which Creditor
     charges back to Dealer hereunder, Dealer further waives any right to
     require Creditor (i) to proceed against any person; (ii) to proceed against
     or exhaust its rights with respect to collection of any of the Accounts,
     (iii) to obtain any determination by any court or governmental agency with
     respect to any breach of the elements or events constituting any breach; or
     (iv) pursue any other remedy in Creditor's power as against any other
     persons or property.

4)   Except as modified and supplemented by this Addendum, the terms and
     provisions of the Agreement remain in full force and effect.


<PAGE>   11



          IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the effective date below.

          For Creditor:                         For Dealer:
          Citifinancial Retail Services         Shopsmith, Inc.
                                                Shopsmith Woodworking Promotions

          Effective Date:
          11-15-00

          ** A Division of Travelers Bank & Trust, fsb