AMENDMENT TO LOAN AGREEMENT


               This  Amendment  to  Loan  Agreement  (this  "Agreement") is
          executed  as  of  June  25, 1997, by and among CAMPO ELECTRONICS,
          APPLIANCES  AND COMPUTERS,  INC.  (the  "Borrower"),  Debtor  and
          Debtor-in-Possession   in   that  certain  bankruptcy  case  (the
          "Bankruptcy  Case")  under  Chapter   11  of  the  United  States
          Bankruptcy  Code entitled "In Re: Campo  Electronics,  Appliances
          and Computers,  Inc., Debtor", Case No. 97-13057 on the docket of
          the United States  Bankruptcy  Court  for the Eastern District of
          Louisiana (the "Court"), and HIBERNIA NATIONAL BANK, as agent for
          the  Banks  (in such capacity, the "Agent"),  and  CENTRAL  BANK,
          HIBERNIA NATIONAL  BANK,  and  LIBERTY  BANK  &  TRUST COMPANY OF
          TULSA, N.A. (the "Banks").

                                       RECITALS

               A.   The  Borrower,  the  Agent, and the Banks entered  into
          that certain Loan Agreement dated  as  of August 30, 1995 (as the
          same may have been or may hereafter be amended from time to time,
          the "Loan Agreement"), pursuant to which  the  Banks  extended to
          Borrower  (i)  a  term  loan  (the  "Term  Loan") in the original
          principal amount of $17,000,000.00, and (ii)  a  line  of  credit
          (the   "Line  of  Credit")  in  the  original  maximum  aggregate
          principal  amount  of  $10,000,000.00,  which  maximum  aggregate
          principal  amount  has subsequently been reduced.  The Term  Loan
          and the Line of Credit  are  sometimes  collectively  referred to
          herein as the "Loan".

               B.   Borrower  has  commenced  the  Bankruptcy Case and,  in
          connection  therewith,  the  Court has issued  and  entered  that
          certain Final Agreed Order Authorizing the Use of Cash Collateral
          and  Collateral,  Approving  Adequate  Protection,  and  Granting
          Additional Replacement Liens,  signed on June 13, 1997, a copy of
          which is annexed hereto (the "Order").

               C.   The Order provides, inter  alia, that the Term Loan and
          the Line of Credit and all other loans  and  extensions of credit
          and any other indebtedness which may now or hereafter be owing by
          Borrower, as either debtor or debtor-in-possession, to the Banks,
          both  prepetition and postpetition, other than  the  "Notes"  (as
          defined  in  the  Order),  shall be merged into and form a single
          term  indebtedness, which shall  be  subject  to  the  terms  and
          conditions and secured in the manner set forth in the Order.

               D.   The  Order also provides, inter alia, for the execution
          by Borrower of certain  "Notes"  (as defined in the Order), which
          shall be subject to the terms and  conditions  and secured in the
          manner set forth in the Order.


               E.   The  Order  also  contains  numerous  other  terms  and
          provisions relating to the Loan.

               F.   The parties desire to amend the Loan Agreement  so that
          it will incorporate and reflect the relevant terms and provisions
          of the Order.

               G.   Capitalized terms used but not otherwise defined herein
          shall have the meanings set forth in the Loan Agreement.

               NOW, THEREFORE, in consideration of the mutual covenants and
          undertakings  contained  herein  and  in  the  Order, the parties
          hereto amend the Loan Agreement as follows, effective  as  of the
          Effective Date as defined in the Order:

                                      AGREEMENT

               1.   Section   1.02   (Certain   Definitions)  of  the  Loan
          Agreement is hereby amended as follows:

               (a)  The definition of "Indebtedness" is restated to read in
          its entirety as follows:

                    ""Indebtedness" shall mean any  and  all  amounts,
               indebtedness,   obligations,   loans,   advances,   and
               liabilities  of every kind and nature from time to time
               owing by the Borrower  to  any  or  all of the Banks in
               their  capacities as the "Banks" under  this  Agreement
               (but excluding  any amounts owed to any of the Banks in
               any separate or unrelated capacity other than as one of
               the "Banks" under  this  Agreement)  or  any  of  their
               predecessors,  successors,  transferees, and/or assigns
               in  such capacity, whether liquidated  or  unliquidated
               and  whether   now   existing   or  hereafter  arising,
               including without limitation the "Term Loan", the "Line
               of  Credit",  the  "Term Notes", the  "Loan",  and  the
               "Indebtedness", all  as  defined in this Agreement, the
               "Indebtedness" and the "Notes" as defined in the Order,
               and any and all other amounts  now or hereafter owed by
               Borrower  to  the  Banks  in their capacity  aforesaid,
               however  evidenced,  incurred,  or  arising,  including
               principal,  interest,  attorneys'  fees,  court  costs,
               appraisal fees, expenses,  charges,  and  other amounts
               connected  with  the  foregoing, whether the same  were
               incurred  before  or  after  the  commencement  of  the
               Bankruptcy Case, together  with any and all amendments,
               substitutions,   supplements,   renewals,   extensions,
               refinancings,  and   other   modifications  thereto  or
               thereof.    The   Borrower   acknowledges    that   the
               Indebtedness  and  all  of  its obligations, covenants,
               duties,   undertakings,   assignments,    grants,   and
               conveyances  under  the  Loan  Documents  are absolute,
               unconditional, due, owing, unpaid, and not  subject  to
               any  offset,  cross-claim, demand, claim, suit, action,
               proceeding, counterclaim,  or  other dispute or defense
               of  any  kind  or  nature,  all  of  which  are  hereby
               expressly  and  irrevocably  waived,  relinquished  and
               released by the Borrower."

               (b)  The  following  new  definitions are  hereby  added  to
          Section 1.02 of the Loan Agreement in alphabetical order:

                    ""Bankruptcy  Case"  shall   mean   that   certain
               bankruptcy  case  under Chapter 11 of the United States
               Bankruptcy Code entitled  "In  Re:  Campo  Electronics,
               Appliances and Computers, Inc., Debtor", Case  No.  97-
               13057 on the docket of the Court."

                    ""Court"  shall  mean the United States Bankruptcy
               Court for the Eastern District of Louisiana."

                    ""Loan Documents"  shall  mean  and  include  this
               Agreement  (as  the same may have been or may hereafter
               be amended from time  to  time), any and all promissory
               notes,   mortgages,   deeds  of   trust,   assignments,
               collateral assignments  of  leases  and rents, pledges,
               security agreements, and any and all  other  documents,
               agreements,  and  instruments  executed  in  connection
               therewith  or  as  security  therefor  and any and  all
               amendments,   substitutions,   supplements,   renewals,
               extensions,   refinancings,  and  other   modifications
               thereto or thereof."

                    ""Order" shall  mean  that  certain  Final  Agreed
               Order  Authorizing  the  Use  of  Cash  Collateral  and
               Collateral, Approving Adequate Protection, and Granting
               Additional  Replacement  Liens, signed on June 13, 1997
               by the Court in the Bankruptcy Case."

               2.   Section  2.01 (Term Loan)  of  the  Loan  Agreement  is
          hereby amended to provide that, from and after the Effective Date
          as defined in the Order,  the  principal  amount of the Term Loan
          shall  be  $17,861,653.54,  representing  the total  of  (i)  the
          principal  amount owed under the Term Loan immediately  prior  to
          the execution  of  this Agreement, plus (ii) the principal amount
          owed under the Line  of Credit immediately prior to the execution
          of this Agreement.  The accrued but unpaid interest due and owing
          on the above principal amount was $68,067.64 as of June 17, 1997,
          representing the total of (i) all accrued but unpaid interest due
          and owing on the Term  Loan  as  of  June  17, 1997, and (ii) all
          accrued but unpaid interest due and owing on  the  Line of Credit
          as  of  June 17, 1997.  Interest has continued to accrue  on  the
          above principal amount in the sum of $4,217.33 per diem from June
          17, 1997  through  the Effective Date of the Order, such per diem
          interest figure representing  the  total of the per diem interest
          figure for the Term Loan plus the per  diem  interest  figure for
          the  Line  of  Credit.  From and after the Effective Date of  the
          Order, the Term  Loan shall bear interest at the rate of 9.0% per
          annum as set forth  below.   Interest  on  the Term Loan shall be
          payable quarterly in arrears on the first day  of  each December,
          March,  June,  and  September  beginning  on  September 1,  1997.
          Interest for the quarterly payment due on September 1, 1997 shall
          be calculated based on interest having accrued  at  the  rate  of
          8.5% per annum through the Effective Date of the Order and at the
          rate  of  9.0% per annum from and after the Effective Date of the
          Order.  Principal on the Term Loan shall be payable in nine equal
          quarterly installments  of  $223,270.67  on the first day of each
          December, March, June, and September beginning  on  June  1, 1998
          and  continuing  through  June  1,  2000, with the balance of all
          outstanding principal and all accrued  and  unpaid interest being
          due  and  payable  at  maturity on June 27, 2000  (the  "Maturity
          Date").  Contemporaneously with this Agreement, Borrower and each
          Bank have executed a separate  Second Note Modification Agreement
          (collectively, the "Note Modification  Agreements")  pursuant  to
          which  the  term  note  held by each Bank, evidencing each Bank's
          respective  portion of the  Term  Loan,  has  been  modified  and
          amended to reflect the new principal balance of such term note as
          contemplated by the Order, as well as the other provisions of the
          Order relating  to the term notes.  Except as otherwise set forth
          in the Order, all  payments  made  by the Borrower or received by
          the Banks with respect to the Indebtedness may be applied in such
          manner  or  order  as  the  Banks  may determine  in  their  sole
          discretion.

               3.   Section 2.02 (Line of Credit)  of the Loan Agreement is
          hereby  deleted  in its entirety.  Pursuant  to  the  Order,  the
          entire outstanding  principal  balance  of  the Line of Credit is
          hereby merged into and shall hereafter form part of the Term Loan
          and shall be payable in the manner set forth in paragraph 1 above
          and in the Note Modification Agreements.  The Banks shall have no
          obligation  to  extend  Line  of  Credit Advances  or  any  other
          advances to Borrower.

               4.   In place of former Section 2.02 (Line of Credit) of the
          Loan Agreement, the following provision  is  hereby  added as new
          Section 2.02:

                         "Section   2.02  Additional  Notes.   As
                    additional adequate protection for the Banks'
                    allowing Borrower  to  use  the  Banks'  cash
                    collateral  and  the  Banks' release of their
                    Liens  on  the  Inventory  as  set  forth  in
                    paragraph 20 of the  Order,  and  pursuant to
                    paragraph  3  of  the  Order, Borrower  shall
                    execute one certain promissory  note  payable
                    to  the order of Central Bank in the original
                    principal  amount  of $159,999.84, bearing no
                    interest except default  interest at the rate
                    of nine (9.0%) percent per  annum  during the
                    existence of an Event of Default, payable  in
                    full  at  maturity  36  months  following the
                    Effective  Date  of  the  Order  in a  single
                    payment of the entire outstanding  balance of
                    principal,  together  with  all  accrued  but
                    unpaid  default  interest,  if  any, and  all
                    costs, fees, and other charges that  may then
                    be  outstanding; one certain promissory  note
                    payable  to  the  order  of Hibernia National
                    Bank  in  the  original principal  amount  of
                    $199,999.80,  bearing   no   interest  except
                    default interest at the rate of  nine  (9.0%)
                    percent per annum during the existence of  an
                    Event of Default, payable in full at maturity
                    36 months following the Effective Date of the
                    Order  in  a  single  payment  of  the entire
                    outstanding  balance  of  principal, together
                    with all accrued but unpaid default interest,
                    if  any,  and  all  costs,  fees,  and  other
                    charges that may then be outstanding; and one
                    certain promissory note payable  to the order
                    of  Liberty  Bank  & Trust Company of  Tulsa,
                    N.A.  in  the original  principal  amount  of
                    $179,999.82,   bearing   no  interest  except
                    default interest at the rate  of  nine (9.0%)
                    percent per annum during the existence  of an
                    Event of Default, payable in full at maturity
                    36 months following the Effective Date of the
                    Order  in  a  single  payment  of  the entire
                    outstanding  balance  of  principal, together
                    with all accrued but unpaid default interest,
                    if  any,  and  all  costs,  fees,  and  other
                    charges   that   may   then   be  outstanding
                    (collectively, the "Notes").  The Notes shall
                    be  secured  by  the same first priority  and
                    paramount  mortgages   and   deeds  of  trust
                    described   in   Subsection  2.09(a)   hereof
                    encumbering the Real  Properties,  and by the
                    same  first  priority  and paramount security
                    interest in all of the inventory  of Borrower
                    described in Subsection 2.09(b) hereof.   The
                    Notes  shall  be  deemed  to  be  part of the
                    "Loan"   and   the   "Indebtedness"  for  all
                    purposes  and  such  terms,   whenever   used
                    herein, shall include the Notes.".

               5.   Section   2.03  (Interest  Rate;  Fees)  of  the   Loan
          Agreement is hereby amended  to  provide that the Term Loan shall
          bear interest from the Effective Date  of the Order until paid at
          the rate of nine (9.0%) percent per annum.  All references in the
          Loan  Agreement  to  the  Prime  Rate,  the LIBO  Rate,  and  the
          Commercial Paper Rate are hereby deleted.   Interest  on the Term
          Loan  shall be computed on a 365/360 simple interest basis;  that
          is, by applying the ratio of the annual interest rate over a year
          of 360  days  times  the outstanding principal balance, times the
          actual number of days the principal balance is outstanding.

               6.   Section 2.09 (Security) of the Loan Agreement is hereby
          amended as follows:

               (a)  Subsection 2.09(a)  of  the  Loan  Agreement  is hereby
          amended to read in its entirety as follows:

                         "Section   2.09   Security.    (a)   The
                    Indebtedness  shall be secured by (i) a first
                    priority and paramount  mortgage  or  deed of
                    trust  on  eight (8) properties owned by  the
                    Borrower and  located as set forth below (the
                    "Real Properties")  and (ii) a first priority
                    and paramount collateral  assignment  of  all
                    present  and  future leases and rents arising
                    from or relating  to the Real Properties (the
                    "Leases and Rents").  The Real Properties are
                    more fully described  in  said  mortgages  or
                    deeds  of  trust and are generally located as
                    follows:

                         Birmingham, Alabama
                         Dothan, Alabama
                         Mobile, Alabama
                         Baton Rouge, Louisiana
                         Harahan, Louisiana
                         Monroe, Louisiana
                         Shreveport, Louisiana
                         Chattanooga, Tennessee.

                    The foregoing  are  all  of  the  real estate
                    properties  currently  owned by the Borrower.
                    All other of Borrower's  remaining stores are
                    leased from unaffiliated third  parties.   At
                    the request of the Lender, the Borrower shall
                    execute  such  other  instruments,  including
                    amendments  or  supplements  to  the existing
                    mortgages,  deeds  of  trust,  and collateral
                    assignments of leases and rents  as the Banks
                    may   request   to   further   evidence   the
                    foregoing.   The  mortgages,  deeds of trust,
                    and  collateral  assignments  of  leases  and
                    rents  on  the  Real Properties listed  above
                    shall at all times be senior to the rights of
                    any entity or individual,  including  but not
                    limited to the "Junior Creditors" (as defined
                    in  the  Order), the Borrower, both as debtor
                    and debtor-in-possession, its estate, and all
                    trustees in  the  Bankruptcy  Case  or in any
                    subsequent  case  under the Bankruptcy  Code,
                    including but not limited  to  any subsequent
                    Chapter   7   case.    The   Borrower  hereby
                    acknowledges,  reaffirms,  and ratifies  that
                    the   entire   Indebtedness,  including   the
                    amended  term  notes   and   the  Notes,  are
                    intended  to  be  secured  by  the  aforesaid
                    mortgages,  deeds  of  trust,  and collateral
                    assignments of leases and rents  with a first
                    and paramount rank and priority to  the  same
                    extent  as  the  promissory  notes originally
                    secured by said instruments."

                    (b)  Subsection 2.09(b) of the Loan Agreement is hereby
          amended to provide that the first priority and paramount security
          interest presently held by the Banks as  security for the Loan in
          all of the inventory of Borrower described  in the Loan Agreement
          shall  be  subject  to  the  obligation of the Banks,  after  the
          Effective Date of the Order, to release such security interest in
          the inventory pursuant to paragraph 20 of the Order.

               7.   Section 4.02 (Financial  Statements and Reports) of the
          Loan Agreement is hereby amended by redesignating such Section as
          Section 4.02.1 (Financial Statements  and  Reports).   The entire
          text of said Section, except for the numerical designation, shall
          remain in full force and effect as presently written.

               8.   The  Loan Agreement is hereby amended by adding  a  new
          Section 4.02.2 immediately after the redesignated Section 4.02.1,
          which new Section 4.02.2 shall read in its entirety as follows:

                         "4.02.2  Additional Financial Statements
                    and Reporting Requirements.  Without limiting
                    the reporting requirements  imposed  upon the
                    Borrower  under the Loan Documents (including
                    but not limited to those under Section 4.02.1
                    of this Agreement),  the  Bankruptcy Code and
                    Rules, and under the Orders  and  Local Rules
                    of  the  Court,  the  Borrower shall strictly
                    account for all proceeds  of,  and  income or
                    cash generated by or from, the prepetition or
                    postpetition   inventory   or   any  accounts
                    receivable  generated  therefrom  and   shall
                    furnish  the Banks with such reports relative
                    thereto as  the  Banks,  in their discretion,
                    shall request.  Further, without  in  any way
                    limiting  the  foregoing,  the Borrower shall
                    provide the Banks the following:

                              (a)  until the Effective  Date
                         of  the  Order,  weekly prepetition
                         and postpetition inventory  reports
                         in   a  form  satisfactory  to  the
                         Banks;  however  the  Banks  may at
                         their    option    require    daily
                         submissions  of  inventory reports;
                         notwithstanding the  foregoing,  if
                         the  Order  becomes  effective, the
                         Borrower shall not be  required  to
                         provide   the   inventory   reports
                         referred  to  in  this subparagraph
                         (a) for any period  (i)  after  the
                         Effective  Date  of  the  Order, or
                         (ii)   for  periods  prior  to  the
                         Effective Date of the Order if such
                         reports  were  not delivered by the
                         Effective Date;

                              (b)   monthly  balance  sheets
                         and income statements  certified by
                         the   Borrower's   Chief  Financial
                         Officer  by  the 15th  day  of  the
                         following  month   (which  will  be
                         included   in   the  U.S.   Trustee
                         Reports);

                              (c)    monthly    source   and
                         application of funds statements  in
                         a  form  acceptable to the Banks by
                         the 15th day of the following month
                         (which will be included in the U.S.
                         Trustee Reports);

                              (d)   monthly  profit and loss
                         reports  by store and  consolidated
                         (which will be included in the U.S.
                         Trustee Reports);

                              (e)   monthly  and yearly cash
                         flow   reports   (which   will   be
                         included   in   the   U.S.  Trustee
                         Reports);

                              (f)  yearly audited profit and
                         loss statement and audited  balance
                         sheet; and

                              (g)  any reporting (other than
                         daily  sales  reports) required  by
                         any other lender.

                    The Banks may have a  representative  present
                    at  any business location of the Borrower  or
                    at any  location  where any of the Borrower's
                    assets are located  during business hours but
                    shall   not   in   any  respect   direct   or
                    participate in the management  of the day-to-
                    day business operations of the Borrower."

               9.   Section  4.05  (Taxes  and  Other Liens)  of  the  Loan
          Agreement is hereby amended to provide  that on December 1, 1997,
          Borrower  shall  establish  and  shall thereafter  at  all  times
          maintain with the Agent for the benefit of the Banks a tax escrow
          account for the payment of real property  taxes  and  assessments
          with  respect  to  the Real Properties.  No later than the  fifth
          (5th) day of each calendar  month commencing with December, 1997,
          Borrower shall transmit to the  Agent  for  deposit  into the tax
          escrow  account an amount estimated by the Agent to be  equal  to
          one-twelfth  (1/12)  of the aggregate amount of all real property
          taxes and assessments  estimated  to be levied during the current
          calendar year against the Real Properties,  so  as  to enable the
          Agent  to pay, at least thirty (30) days before they become  due,
          all taxes,  assessments,  and  other  similar charges against the
          Real  Properties.   Upon  demand  of  the Agent,  Borrower  shall
          deliver to the Agent such additional monies  as  are necessary to
          make  up  any  deficiency in the amount necessary to  enable  the
          Agent to pay the  foregoing items.  Unless the Order ceases to be
          in effect or is modified  by  the  Court  to so permit, the Banks
          shall have no right to apply the funds in the  tax escrow account
          for any purpose other than the payment of real property taxes and
          charges, provided that if the Order ceases to be  in effect or is
          modified to so permit, the Agent may, upon the occurrence  of  an
          Event  of  Default,  apply  the  funds  in the tax escrow account
          against the Loan in such manner as the Agent may determine.    It
          shall be the responsibility of Borrower to furnish the Agent with
          tax bills in sufficient time to pay the taxes,  assessments,  and
          other  charges  before the due date thereof.  Notwithstanding the
          above, Borrower shall  remain liable for payment, before the same
          becomes  delinquent or any  penalty  attaches  thereto  for  non-
          payment, all  taxes,  assessments,  and  charges  of  any type or
          nature,  local or otherwise, to whomever assessed, which  may  be
          levied on  any  of  the Real Properties; and if the Agent permits
          Borrower to pay such  taxes,  assessments,  and charges directly,
          Borrower  shall furnish or cause to be furnished  to  the  Agent,
          evidence satisfactory  to  the  Agent, of such payment before the
          due date thereof.

               10.  Section 5.02 (Liens) of  the  Loan  Agreement is hereby
          amended  by  adding  the  following  as  new  Subsection  5.02(h)
          thereof:

                         "(h) Junior and subordinate Liens on the
                    Real  Properties after the Effective Date  of
                    the Order  in favor of the "Junior Creditors"
                    as defined in  the  Order,  provided that (i)
                    all such Liens are permitted and provided for
                    by    the   Order   and   all   requirements,
                    conditions,  waivers,  and releases set forth
                    in  the  Order  for  such  Liens   have  been
                    satisfied,  (ii)  such  Liens are junior  and
                    subordinate to the Liens  of the Banks on the
                    Real   Properties   with   respect   to   all
                    indebtedness  owed  to the Banks;  (iii)  the
                    instruments creating  such  Liens  have  been
                    approved  in writing in advance by the Banks;
                    (iv) if the  Banks  so  require,  each of the
                    Junior     Creditors    has    executed    an
                    intercreditor  agreement  with  the  Banks in
                    form and substance satisfactory to the  Banks
                    in   their   sole  discretion;  and  (v)  the
                    instruments creating  such  Liens  have  been
                    authorized  in  advance  by  an  order of the
                    Court."

               11.  Section 5.05(b) of the Loan Agreement is hereby deleted
          in its entirety and the following provision is substituted in its
          place:

                         "(b)   All  sales  leases, refinancings,
                    and other dispositions of  any  or all of the
                    Real  Properties  shall  be  subject  to  the
                    approval of the Banks.  All proceeds  of  all
                    sales,   leases,   refinancings,   and  other
                    dispositions  of  any  or  all  of  the  Real
                    Properties  shall  be  applied  first  to the
                    unpaid  principal  balance  of  the Term Loan
                    until paid in full, second to interest on the
                    Term  Loan  until  paid  in  full,  third  to
                    attorney's  fees,  costs, expenses, appraisal
                    fees, and other amounts  due  hereunder until
                    paid in full, and fourth to the amount due on
                    the  Notes,  as  defined  in the Order.   All
                    references herein or in any related documents
                    to   minimum   release   prices  are   hereby
                    deleted."

               12.  Section 7.01 (Events of Default)  of the Loan Agreement
          is hereby amended as follows:

                    (a)  The  following  Subsections 7.01(l)  and  (m)  are
          hereby added thereto as additional Events of Default:

                         "(l)   Dismissal   or    Conversion   of
                    Bankruptcy Case; Breach of Order; Appointment
                    of   Trustee.    The   Bankruptcy   Case   is
                    dismissed, or Borrower breaches the terms  of
                    the  Order,  or a trustee is appointed in the
                    Bankruptcy Case  or any subsequent case under
                    the United States  Bankruptcy  Code  in which
                    Borrower is a debtor, or the Bankruptcy  Case
                    is  converted  to  a Chapter 7 case under the
                    United States Bankruptcy Code."

                         "(m)  Other Events of Default Under Loan
                    Documents.  Any Event of Default occurs under
                    any Loan Document."

               (b)  Subsection 7.01(e) is  hereby  revised  to  read in its
          entirety as follows:

                         "(e)   Other Debt to Other Lenders.  The
                    Borrower (i)  defaults  in the payment of any
                    amounts  due to any Person  (other  than  the
                    Banks or the  Junior  Creditors as defined in
                    Order) or in the observance or performance of
                    any of the covenants or  agreements contained
                    in  any  credit  or  loan agreements,  notes,
                    equipment   lease,   collateral    or   other
                    documents  (excluding  store leases) relating
                    to  any Debt of the Borrower  to  any  Person
                    (other than the Banks or the Junior Creditors
                    as  defined   in  the  Order)  in  excess  of
                    $250,000.00   and    such   Debt   has   been
                    accelerated  or  otherwise  becomes  due  and
                    payable,  or (ii) defaults  in  any  payment,
                    performance,  or  covenant owed to any of the
                    Junior Creditors (as defined in the Order)."

               13.  Section 7.02 (Remedies) of the Loan Agreement is hereby
          amended by adding the following Subsection 7.02(c) thereto:

                         "(c) Upon the  happening of any Event of
                    Default specified in  Subsection  (l)  of the
                    preceding   Section,   the  entire  principal
                    amount  of all obligations  then  outstanding
                    including  interest  accrued  thereon  shall,
                    without  further order of the Court or notice
                    by the Agent or the Banks, be immediately due
                    and  payable   without  presentment,  demand,
                    protest, notice  of  protest  or  dishonor or
                    other notice of default of any kind,  all  of
                    which  are  hereby  expressly  waived  by the
                    Borrower."

               14.  Section   8.01  (Sharing  of  Set-Offs)  of  the   Loan
          Agreement is hereby amended  to  provide that as of the Effective
          Date of the Order and except with  respect to the Real Properties
          and the cash proceeds from any sale of any of the Real Properties
          and  leases,  rents, and other income  generated  from  the  Real
          Properties,  the  Banks  waive  their  rights  of  setoff.   This
          provision does not apply to First National Bank of Commerce d/b/a
          First Bankcard Center.

               15.  The  Loan Agreement is hereby further amended by adding
          the following additional provisions to Article 9 thereof:

                         "SECTION  9.19  WAIVER  OF  JURY  TRIAL.
                    WITH  RESPECT TO ANY CLAIM OR CAUSE OF ACTION
                    ARISING  OUT  OF  OR  IN  CONNECTION  WITH OR
                    RELATING TO THIS AGREEMENT, THE LOAN, ANY  OF
                    THE  LOAN  DOCUMENTS,  ANY GRANTS OF SECURITY
                    THEREFOR,  OR  THE  RELATIONSHIP  ESTABLISHED
                    THEREBY OR HEREBY, THE  BORROWER  IRREVOCABLY
                    WAIVES  TRIAL  BY  JURY  IN  ANY  ACTION   OR
                    PROCEEDING  WITH  RESPECT  TO  THE  FOREGOING
                    MATTERS INCLUDING WITHOUT LIMITATION  IN  THE
                    BANKRUPTCY CASE AND ANY ADVERSARY PROCEEDINGS
                    OR  OTHER PROCEEDINGS RELATED OR ANCILLARY TO
                    THE BANKRUPTCY CASE.

                         "Section   9.20   Notice  of  Offers  to
                    Purchase.  Borrower will  advise the Banks of
                    all bona fide offers to purchase  any  of the
                    Real Properties or to purchase in bulk any of
                    the inventory on which the Banks hold a  lien
                    at the time of such offer within two days  of
                    receipt  of any such offer and shall transmit
                    to  the Banks  copies  of  any  such  written
                    offers within five days of their receipt.  In
                    addition,  Borrower  shall  provide the Banks
                    within five days following Borrower's signing
                    of  the  Order  with  copies  of all  written
                    offers to purchase any of the Real Properties
                    or  to purchase in bulk any of the  inventory
                    received by Borrower since January 1, 1997.

                         "Section  9.21  No  Obligation  to  Make
                    Payments.  The Banks and the Agent shall have
                    no obligation to make any payments, and shall
                    not   have   any  liability  for  payment  or
                    nonpayment,  of   any   expenses   or   other
                    obligations   of   the   Borrower,  including
                    without limitation those relating to the Real
                    Properties  and/or  the  inventory.   Without
                    limitation of the foregoing,  the  Banks  and
                    the   Agent   shall  have  no  obligation  or
                    liability for payment  of  payroll  taxes  or
                    other  taxes,  including  but  not limited to
                    taxes  applicable  to the Real Properties  or
                    inventory, and Borrower  shall  pay  all such
                    payroll and other taxes and charges when  and
                    as  they  become  due.   Notwithstanding  the
                    foregoing,  unless the Agent permits Borrower
                    to pay property  taxes  directly,  the  Agent
                    shall  apply  whatever monies it holds in the
                    property tax escrow  account  with respect to
                    the Real Properties, limited strictly  to the
                    extent  of  said  funds,  for  the payment of
                    property  taxes,  assessments,  and   similar
                    charges.  The Banks and the Agent shall  have
                    no  liability  to  Borrower  for  any  act or
                    omission  with  regard  to the subject matter
                    hereof, nor shall any act  or omission of the
                    Banks or the Agent in good faith  under  this
                    Agreement  or  the  Order  give  rise  to any
                    defense,  counterclaim,  or  right  of setoff
                    under  this Agreement or any other agreement.
                    Borrower  expressly  waives any such defense,
                    counterclaim, or right of setoff."

               16.  Borrower hereby agrees  to  observe,  comply  with, and
          perform all of the obligations, terms, and conditions under or in
          connection  with  the Loan Agreement as amended hereby, the  term
          notes, the Notes, any  and  all  other  documents and instruments
          securing or pertaining or relating to the Loan, and the Order.

               17.  Borrower  hereby  ratifies,  reaffirms,  confirms,  and
          acknowledges the Indebtedness and all terms  and  provisions  of,
          and  all  obligations, covenants, duties, and undertakings under,
          this Agreements,  and  the Loan Documents.  Borrower acknowledges
          that the Indebtedness and  all  of  its  obligations,  covenants,
          duties,  and  undertakings  under  this  Agreement  and  the Loan
          Documents  are  absolute, unconditional, due, owing, unpaid,  and
          not subject to any  offset,  cross-claim,  demand,  claim,  suit,
          action, proceeding, counterclaim, or other dispute or defense  of
          any  kind  or  nature,  all  of  which  are  hereby expressly and
          irrevocably  waived,  relinquished  and  released   by  Borrower.
          Without  limitation  of  the  generality  of  the foregoing,  the
          Borrower  hereby  specifically  reaffirms  the mortgage,  pledge,
          assignment,   grant   of   security   interest   in,  and   other
          hypothecation of all collateral as security for the Indebtedness,
          including, without limitation the following:

               Mortgage  by  the Borrower in favor of the Agent  dated
               August 30, 1995, covering certain immovable property of
               the Borrower located in Jefferson County, Alabama.

               Mortgage by the  Borrower  in  favor of the Agent dated
               August 30, 1995, covering certain immovable property of
               the Borrower located in Houston County, Alabama.

               Mortgage by the Borrower in favor  of  the  Agent dated
               August 30, 1995, covering certain immovable property of
               the Borrower located in Mobile County, Alabama.

               Mortgage  by  the Borrower in favor of the Agent  dated
               August 30, 1995, covering certain immovable property of
               the  Borrower  located  in  East  Baton  Rouge  Parish,
               Louisiana.

               Mortgage by the  Borrower  in  favor of the Agent dated
               August 30, 1995, covering certain immovable property of
               the Borrower located in Jefferson Parish, Louisiana.

               Mortgage by the Borrower in favor  of  the  Agent dated
               August 30, 1995, covering certain immovable property of
               the Borrower located in Ouachita Parish, Louisiana.

               Mortgage  by  the Borrower in favor of the Agent  dated
               August 30, 1995, covering certain immovable property of
               the Borrower located in Caddo Parish, Louisiana.

               Deed of Trust by  the  Borrower  in  favor of the Agent
               dated  August  30,  1995,  covering  certain  immovable
               property  of  the Borrower located in Hamilton  County,
               Tennessee.

               Security Agreement  (Inventory  and  Proceeds)  by  the
               Borrower  in favor of the Agent dated December 4, 1996,
               covering certain  inventory  and proceeds; however, the
               Banks' liens with respect to said  inventory  shall  be
               released as provided by the Order on the Effective Date
               of the Order.

          The Borrower acknowledges and agrees that the Borrower may,  from
          time to time, one or more times, enter into additional mortgages,
          pledges,    assignments,    security    agreements    and   other
          hypothecations  with  the  Banks  under  which  the Borrower  may
          mortgage,  pledge,  assign,  grant  a  security interest  in  and
          hypothecate   the   same   collateral.    The  Borrower   further
          acknowledges  and agrees that the execution  of  such  additional
          agreements will  not  have  the  effect of cancelling, releasing,
          novating said obligations, indebtedness, and other agreements, it
          being   the   Borrower's   intent  that  all   such   obligations
          indebtedness and other agreements  shall  be cumulative in nature
          and  shall  each and all remain in full force  and  effect  until
          expressly cancelled  by  the  Banks  under a written cancellation
          instrument delivered to the Borrower.
               18.  Nothing   in  this  Agreement  shall   constitute   the
          satisfaction or extinguishment of the amounts owed under the Term
          Loan, the Line of Credit,  the  Loan Agreement, or otherwise owed
          to the Banks, nor shall it be a novation of all or any portion of
          the Loan or any other amounts owed to the Banks.

               19.  Borrower, both as debtor  and debtor-in-possession, and
          its estate fully, finally, and forever  release,  acquit,  waive,
          settle,  discharge, surrender, and cancel the Banks and the Agent
          from any and  all  claims,  rights,  demands,  actions, disputes,
          controversies  and/or causes of action of every kind  and  nature
          (together with the  expenses,  interest,  costs, attorneys' fees,
          and/or  other  amounts  of  any  nature  whatsoever   claimed  or
          otherwise   arising   therefrom  or  related  thereto)  howsoever
          arising, including, but  not  limited  to,  in  tort, negligence,
          intentional  tort,  strict  liability, law, contract,  admiralty,
          equity, bankruptcy, fraudulent conveyance, preference, avoidance,
          warranty, worker's compensation, loss, damages, punitive damages,
          injury to a person, damage to  property  or  property  interests,
          indemnity, contribution, reimbursement, defense, offense,  quasi-
          offense,   sanctions,   fines,   penalties,   unjust  enrichment,
          subrogation,  assignment,  and/or  arising  in  any   other   way
          whatsoever,  whether  based  on  direct  or  indirect (vicarious)
          liability, whether existing and/or arising from  events, actions,
          and/or  omissions  in  the  past  or present (including  but  not
          limited  to  claims  for indemnity, contribution,  reimbursement,
          and/or  based on a similar  theory  which  have  not  yet  arisen
          because a  claimant has not been cast in judgment or made payment
          on  the  underlying   liability),   whether   known  or  unknown,
          liquidated  or  unliquidated,  choate  or  inchoate,  matured  or
          unmatured,  asserted  or  unasserted,  contingent   or  exigible,
          anticipated or unanticipated; claims also means and includes  but
          is not limited to the term claim as defined in 11  U.S.C. Section
          101(5).

               20.  Borrower   acknowledges  that  there  exist  Events  of
          Default under the Loan,  the  Loan  Agreement, and the other Loan
          Documents.  Nothing contained herein shall be construed as curing
          or  waiving  any or all of the existing  defaults  or  Events  of
          Default or as  a  relinquishment by the Banks of their rights and
          remedies with respect  thereto,  and the Banks hereby reserve and
          retain all of their rights and remedies  with  respect to any and
          all present and future defaults and Events of Default  under  the
          Loan  and the Loan Agreement.  Notwithstanding the foregoing, the
          Banks shall  not  exercise  any of their rights or remedies under
          any of the Loan Documents unless, after the date hereof, an Event
          of Default occurs under the Loan  Agreement  or  the  other  Loan
          Documents or any breach or default occurs under the Order.

               21.  Except   as  modified  and  amended  hereby,  the  Loan
          Agreement shall remain in full force and effect.

               22.  This Agreement  shall  be  governed  by  and  shall  be
          construed  in  accordance with the laws of the State of Louisiana
          and the United States of America.

               23.  This  Agreement   may   be  executed  in  two  or  more
          counterparts, and it shall not be necessary  that  the signatures
          of all parties hereto be contained on any one counterpart hereof;
          each  counterpart  shall  be  deemed  an  original, all of  which
          together shall constitute one and the same instrument.

               IN  WITNESS  WHEREOF, the parties hereto  have  caused  this
          instrument be duly executed as of the date first above written.

          WITNESSES:                    BORROWER:

                                        CAMPO ELECTRONICS, APPLIANCES AND
                                        COMPUTERS, INC., Debtor and Debtor-
                                        in-Possession

          /s/ Pearl G. James                 By:  /s/ Wayne J. Usie
                                             Name: Wayne J. Usie
          /s/ Brenda G. Lahteine             Title:Chief Financial Officer,
                                                   Vice President and
                                                   Secretary

                                        AGENT:

                                        HIBERNIA NATIONAL BANK

          /s/ Pearl G. James                 By:  /s/ Frank J. Crifasi
                                             Name:  Frank J. Crifasi
          /s/ Brenda G. Lahteine             Title: Vice President


                                 


                                        BANKS:

                                        CENTRAL BANK

          /s/ David M. Hampton               By:  /s/ Michael A. Naquin 
                                             Name:  Michael A. Naquin
          /s/ Lynn B. Barbara                Title: Executive Vice President

                                        HIBERNIA NATIONAL BANK

          /s/ Pearl G. James                 By:  /s/ Frank J. Crifasi
                                             Name:  Frank J. Crifasi
          /s/ Brenda G. Lahteine             Title: Vice President


                                        LIBERTY BANK & TRUST COMPANY OF
                                                  TULSA, N.A.

          /s/ Rene Belford                   By:  /s/ Tipton J. Burch
                                             Name:  Tipton J. Burch
          /s/ Rene Belford                   Title: Vice President