EXHIBIT 10.17


NOTE: PORTIONS OF THIS EXHIBIT INDICTED BY "[***]" ARE SUBJECT TO A CONFIDENTIAL
TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED
COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION AS PART OF THIS COMPANY'S CONFIDENTIAL TREATMENT REQUEST.


DATE:    January 25, 2005


TO:      Glenn Busse
         Directed Electronics, Inc.
         One Viper Way
         Vista, CA  92083

FROM:    David Nieman
         Circuit City Stores, Inc.
         9950 Mayland Drive
         Richmond, VA 23233

RE:      Program Confirmation

         This letter will serve as confirmation of the program between Circuit
City Stores, Inc. (Circuit City) and Directed Electronics, Inc. (Directed), for
exclusive supply in the product categories of Car Security, Remote Start,
Keyless and related accessories. This document supersedes any previous written
agreement between the two companies. Any change to this program requires 60 days
written notice from either party.

1 - EFFECTIVE DATES:

                02/01/2005 - 02/28/2006, (freight conversion change date to be
                determined)

2 - PRICING:    Additional data provided on individual sku set-up sheets and
                accessory price sheets, these prices are subject to [***]%
                adjustment for freight conversion.

<PAGE>

[***] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

<TABLE>
<CAPTION>
       SKU#             BRAND                     DESCRIPTION MODEL                       [***]           [***]
       ----             -----                     -----------------                       -----           -----
       <S>            <C>                 <C>                                             <C>             <C>
       564PC          Python 881XP        LCD 2 way RESPONDER HYBRID                      [***]           [***]
                                          Security/Remote start with Keyless

       567PC          Python 871XP        LED 2-way HYBRID                                [***]           [***]
                                          Security with Remote Start with Keyless

       3201P          Python 700          LED 2-Way                                       [***]           [***]
                                          Security System with Keyless System
       426PC          Python 460HP        Security System with Keyless System             [***]           [***]

       740T           Hornet 740T         Promotional Security System                     [***]           [***]

       562PC          Python 1400XP       Remote Start & Keyless Entry System             [***]           [***]

       561R           Valet 561R          Remote Start System                             [***]           [***]

       712T           Valet 712T          Keyless Entry System                            [***]           [***]
</TABLE>

<TABLE>
<CAPTION>
       SKU#             BRAND                     DESCRIPTION MODEL                       [***]           [***]
       ----             -----                     -----------------                       -----           -----
       <S>            <C>                 <C>                                             <C>             <C>
       205B           BOA                 BOA 205B DIY Talking Security System            [***]           [***]

       265B           BOA                 BOA 265B DIY Remote Start System with           [***]           [***]
                                          Keyless Entry
</TABLE>

ACCESSORY PRICING:

                  Key accessories are detailed below and an itemized worksheet
                  is submitted electronically for reference on all available
                  parts. [***] Selected accessories will be submitted on sku
                  setup sheets.



                                       2
<PAGE>

[***] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

<TABLE>
<CAPTION>
       PART #T        DESCRIPTION                                                              [***]        [***]
       -------        -----------                                                              -----        -----
       <S>            <C>                                                                      <C>          <C>
       457LW          GM PASSLOCK BYPASS and DOOR LOCK INTERFACE MODULE                        [***]        [***]

       556UW          UNIVERSAL REMOTE START INTERFACE                                         [***]        [***]

       556U           UNIVERSAL REMOTE START INTERFACE - CLAMPACK                              [***]        [***]

       555PW          FORD PATS INTERFACE - DATA                                               [***]        [***]

       555FW          FORT PATS INTERFACE - TRANSPONDER CHIP                                   [***]        [***]

       5555SW         FORD SECURELOCK INTERFACE - FOCUS / ESCAPE                               [***]        [***]

       556SW          FORD SECURELOCK INTERFACE                                                [***]        [***]

       555GW          GM PASS KEY 3 INTERFACE                                                  [***]        [***]

       555LW          GM PASSLOCK INTERFACE                                                    [***]        [***]

       555L           GM PASSLOCK INTERFACE - CLAMPACK                                         [***]        [***]

       555CW          CHRYSLER INTERFACE                                                       [***]        [***]

       556CW          CHRYSLER INTERFACE, 2004-up                                              [***]        [***]

       555XW          TOYOTA / LEXUS INTERFACE                                                 [***]        [***]

       556HW          HONDA / ACURA INTERFACE                                                  [***]        [***]

       555DW          HONDA / ACURA INTERFACE - PRELUDE & RL                                   [***]        [***]

       457CW          CHRYSLER / JEEP DATA INTERFACE MODULE                                    [***]        [***]

       455TW          JEEP DATA INTERFACE - GRAND CHEROKEE '96-'98                             [***]        [***]

       456LW          UNIVERSAL DATA INTERFACE - RESISTANCE LEARNING                           [***]        [***]

       479P           Python Responder LED 2-way TX                                            [***]        [***]

       488P           Python LED 2-way TX                                                      [***]        [***]

       474T           4-button TX                                                              [***]        [***]

       474T           3-button TX                                                              [***]        [***]

       474B           Boa 4-button TX                                                          [***]        [***]

       508D           Radar Sensor                                                             [***]        [***]

       506T           Audio Sensor                                                             [***]        [***]
</TABLE>

<TABLE>
<CAPTION>
       PART #T        DESCRIPTION                                                              [***]        [***]
       -------        -----------                                                              -----        -----
       <S>            <C>                                                                      <C>          <C>
       522T           Trunk Release Solenoid                                                   [***]        [***]

       524T           Door Lock Motor                                                          [***]        [***]

       530T           Window Automation System                                                 [***]        [***]

       529T           Window Roll Up Module                                                    [***]        [***]
</TABLE>


3 - TERMS:      [***]

4 - [***]:      Based on Net Volume purchased in time period, using calendar
                quarters. [***].

                a)       [***]

                b)       [***]

                c)       [***]



                                       3
<PAGE>

[***] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

5 - FREIGHT:    [***]

                Directed commits to move to Freight Conversion based on [***]
                in quoted pricing at a mutually agreed to date.

6 - DEFECTIVES:

                Circuit City Stores, Inc. will return all defective [***]
                product [***]. Customer returns of product during the warranty
                period [***]. Circuit City Stores, Inc. [***], acknowledging the
                fact that the customer service representatives in our stores are
                not technicians. [***]

                Catastrophic Failure:

                Circuit City may from time to time, inspect and determine true
                defects vs. consumer returns. Any breach in material or
                workmanship (true fault/defect) causing product failure
                exceeding [***]% of any shipment or production lot that is of
                the same nature will be considered a catastrophic failure of the
                Product (Catastrophic Failure). In the event of a Catastrophic
                Failure of Product occurring after the Product has been
                delivered to Circuit City, Directed shall work in good faith
                with Circuit City to replace, rework to original specifications,
                or reimburse at full purchase price or at Circuit City actual
                repair cost any defective Product returned to or recalled by
                Circuit City.

7 - [***]:

                [***]

8 - [***]:

                [***]



                                       4
<PAGE>

[***] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

9 - TIMING:

                All current on-order and backorders at the time of any price
                increase will be accepted at previous pricing.

10 - PRODUCT INFORMATION:

                Directed agrees to Provide Circuit City with a catalog for each
                store location that contains product literature on all product.
                Directed will provide an application guide for all products that
                require one.

11 - INDEMNIFICATION:

                Directed agrees to protect, defend, hold harmless and indemnify
                Circuit City Stores, Inc., its agents and employees from and
                against any and all claims, demands, actions, liabilities,
                losses, costs and expenses including but not limited to
                attorney's fees, arising out of Legal conflict, resulting from
                the negligence of Directed i.e. Circuit City's purchase and/or
                resale of products from vendor. (Directed will not indemnify
                Circuit City for injury caused by installation of product that
                does not comply with the recommended installation procedures of
                Directed.)

12 - FORECAST:

                Circuit City Stores, Inc., will provide DIRECTED with a [***]
                day rolling forecast of products to be purchased on a monthly
                basis. Forecast within [***] days of required receipt will be
                considered a firm purchase order. When the (forecast) firm
                purchase order is sent a response by Directed will be required
                within [***] days accepting the order. If no response is
                received the original forecast will be considered firm and
                orders will be placed.

13 - ORDERS:    Circuit City Stores, Inc. will place orders on a [***] basis.
                All orders will be sent via EDI.

14 - SUPPLY CHAIN:

                Directed has previously signed the supply chain agreement.

15 - FREIGHT CONVERSION:

                Directed agrees to move freight conversion at a mutually agreed
                to date.

16 - SELLING ON THE WEB:

                Circuit City Stores, Inc. is authorized to sell Directed product
                on the web subject to the following:

                  1.    All D.I.Y. (Do It Yourself) packaged products can be
                        sold "as is" on an un-installed basis.

                  2.    All Non D.I.Y. product (particularly Python branded
                        products), must include installation at Circuit City.

17 - ADVERTISING:







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