EXHIBIT 10.13

                       THIRD AMENDMENT TO LOAN AGREEMENT
                           (and Modification of Notes)


      This  Third  Amendment  to Loan Agreement (this "Third Amendment") is
executed as of December 1, 1996, by and among Campo Electronics, Appliances
and Computers, Inc. (the "Borrower")  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  and  the  Banks entered into  that  certain  Loan
Agreement dated as of August 30, 1995  (the  "Loan Agreement"), pursuant to
which the Banks extended to Borrower a term loan in the principal amount of
$17,000,000 and a line of credit in the maximum  aggregate principal amount
of $10,000,000 (collectively, the "Loan").

      B.   The  Borrower  has  requested  that  the  Banks  (i)  waive  the
Borrower's non-compliance with certain financial covenants  imposed  on the
Borrower  by  the  Loan Agreement for the fiscal year ended August 31, 1996
and for each subsequent  month end through and including November 30, 1996,
and  (ii) suspend the effectiveness  of  all  of  the  financial  covenants
imposed  on the Borrower by the Loan Agreement for the period from December
1, 1996 through September 1, 1997.

      C.   The  Banks are willing to grant the Borrower's requests upon the
Borrower's agreement  (i)  to  shorten  the  maturity  date  of the Loan to
September  1, 1997, (ii) to grant certain additional collateral,  (iii)  to
add certain  financial  covenants  in  place  of  the  suspended  financial
covenants,  (iv)  to  make  certain  other modifications, and (v) to pay  a
waiver fee.

      D.   Capitalized terms 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, the parties hereto amend the Loan Agreement
as follows:


                                   AGREEMENT

      1.   Section 2.01 (Term Loan) of the Loan Agreement is hereby amended
to change the maturity  date  of  the  term  loan  from  August 31, 1998 to
September  1,  1997.  Each of the term notes is hereby modified  to  change
their maturity date from August 31, 1998 to September 1, 1997.

      2.   Section 2.02(a) (Line of Credit) of the Loan Agreement is hereby
amended to read as follows:

           Section  2.02   Line  of  Credit.   (a)  Subject to and upon the
      terms and conditions contained in this Agreement,  and relying on the
      representations and warranties contained in this Agreement, each Bank
      severally (in the proportions of 29.6296% for Central  Bank, 37.0370%
      for  Hibernia National Bank and 33.3333% for Liberty Bank)  agree  to
      make line of credit Advances to the Borrower from time to time on any
      Business  Day  in  such amounts as the Borrower may request up to the
      aggregate principal  amount  of  (i)  $10,000,000  at  any  one  time
      outstanding   through  and  including  December  31,  1996  and  (ii)
      $5,000,000 at any  one  time outstanding from January 1, 1997 through
      maturity on September 1,  1997.  The line of credit Advances shall be
      represented by promissory notes  of  the  Borrower  in  the principal
      amounts set forth below:

      Bank                                          Principal Amount
      ----                                          ----------------
      Central Bank                                    $2,962,963.00
      Hibernia National Bank                           3,703,704.00
      Liberty Bank & Trust Company of Tulsa, N.A.      3,333,333.00

      Interest  on  the  line  of  credit  notes  shall accrue at the  rate
      described in Section 2.03 hereof and shall be  payable  in arrears on
      the  first day of each month following the execution of the  line  of
      credit notes.  Principal on the line of credit notes shall be payable
      at maturity on September 1, 1997.

Each of the  line  of  credit  notes  is  hereby  modified  to change their
maturity date from August 31, 1998 to September 1, 1997, and  to change the
face amounts thereof to $5,000,000 on January 1, 1997.

      3.   Section  2.03(e) (Interest Rate; Fees - Commitment Fee)  of  the
Loan Agreement is hereby amended to read as follows:

           (e) Commitment  Fee.   On the first day of each December, March,
      June and September, beginning March 1, 1997, the Borrower shall pay a
      commitment fee on the line of  credit  to the Agent (to be shared pro
      rata among the Banks) in an amount equal  to  (i) 0.125% per annum of
      the  difference between $10,000,000 (through December  31,  1996)  or
      $5,000,000  (beginning  January  1,  1997)  and the average aggregate
      amounts outstanding on the line of credit during the preceding fiscal
      quarter;  and  (ii)   1% per annum of the average  aggregate  amounts
      outstanding  on the line  of  credit  during  said  preceding  fiscal
      quarter.

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

           Section 2.09  Security.   (a)  The  Loan  shall  be secured by a
      first priority mortgage or deed of trust on nine (9) properties owned
      by the Borrower and located as follows:

           Birmingham, Alabama
           Dothan, Alabama
           Mobile, Alabama
           Baton Rouge, Louisiana
           Harahan, Louisiana (two properties)
           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  and  deeds  of  trust  to
      further evidence the foregoing.

           (b) The Loan  shall  be  further  secured  by  a  first priority
      security interest in all new and used inventory of the Borrower,  now
      owned or hereafter acquired, wherever located, bearing the trademarks
      or trade names set forth on Schedule 1 hereto.  In the event that the
      Borrower  acquires  new product lines on open account (not subject to
      floor plan financing)  having  inventory values in excess of $25,000,
      the Borrower shall promptly notify  the  Agent  thereof  and  execute
      supplements to the Collateral Documents to permit the Banks to obtain
      first perfected security interests therein.

           (c)  The  Loan  shall  be  further  secured  by a first priority
      security interest in all of the Borrower's rights to  or  claims  for
      income  tax  refund monies due and/or to become due from the Internal
      Revenue Service  and all state taxing authorities, including, without
      limitation, income  tax refund monies resulting from applications for
      carryback adjustments for loss years.  In the event that the Borrower
      receives a tax refund  prior to December 31, 1996, the Borrower shall
      immediately notify the Agent  of  such  receipt,  in  which  case the
      $10,000,000  maximum aggregate amount of the line of credit shall  be
      reduced by the  amount  of  the tax refund received.  Furthermore, in
      the event that the maximum amount  outstanding  on the line of credit
      is  $5,000,000 or less as of January 1, 1997, the  Lender  agrees  to
      release  its  security interest in the tax refund upon request of the
      Borrower.  Furthermore, the Lender agrees not to perfect its security
      interest in the  tax  refund  by  filing  a UCC-1 Financing Statement
      prior  to  January  1, 1997 unless a Default occurs  under  the  Loan
      Agreement.

      5.   Section 4.02 (Financial  Statements  and  Reports)  of  the Loan
Agreement shall amended to read as follows:

           (e)  Monthly  Reports of Borrower - as soon as available and  in
      any event within 25  days  after  the  end  of  each  month,  (i) the
      unaudited  balance sheet of the Borrower as at the end of such month,
      the unaudited  statement  of profit and loss of the Borrower for such
      month and the unaudited statement  of  cash  flow of the Borrower for
      such  month,  setting  forth  in  each case in comparative  form  the
      corresponding figures for the corresponding  period  of the preceding
      fiscal  year, together with a certificate showing the calculation  of
      all financial  covenants  for such month and quarter to date, in each
      case certified correct by both  the  Chief  Executive  Officer of the
      Borrower and either the President or Chief Financial Officer  of  the
      Borrower, and (ii) an inventory report relating to the inventory that
      is collateral for the Loan as of the last day of such month.

      6.   The  effectiveness  of the provisions of Section 4.03(a) through
4.03(g) (Financial Covenants) of  the  Loan  Agreement  shall  be suspended
during  the  period  from  December  1,  1996  through  September  1, 1997.
However, Section 4.03 (Financial Covenants) of the Loan Agreement shall  be
amended   to  add  two  additional  financial  covenants,  which  financial
covenants shall  be  effective  beginning  December  1,  1996,  to  read as
follows:

      (h)  Minimum  Working  Capital.   The Borrower shall maintain working
           capital  (defined as current assets  less  current  liabilities,
           excluding  the  term  loan)  of  not less than $10,000,000 as of
           December  31,  1996  and  $7,000,000  as  of  the  end  of  each
           subsequent month.

      (i)  Minimum  EBITDA.   The Borrower shall maintain  earnings  before
           interest, income taxes, depreciation and amortization (exclusive
           of any write-offs associated  with  any  store  closures) of not
           less than the following:

                 Quarterly Period Ending          Minimum EBITDA
                 -----------------------          --------------
                 February 28, 1997                  $2,326,499
                 May 31, 1997                          794,402
                 August 31, 1997                     2,282,582

      7.   Section 4.04 (Certificates of Compliance) of the  Loan Agreement
is hereby amended to require that the compliance certificates  be  executed
by  both  the  Chief  Executive  Officer  and either the President or Chief
Financial Officer of the Borrower.

      8.   Section 4.05 (Taxes and Other Liens)  of  the  Loan Agreement is
hereby amended to exclude therefrom the requirement that the  Borrower  pay
all ad valorem property taxes on its leased stores.

      9.   Section  5.01  (Debts,  Guaranties and Other Obligations) of the
Loan Agreement is hereby amended to  add  a  new  clause  (i)  to  read  as
follows:

           (i)  Debt  to refinance a portion of the term loan in accordance
      with the release provisions in Section 5.05(b) of this Agreement.

      10.  Section 5.02  (Liens) of the Loan Agreement is hereby amended to
add a new clause (g) to read as follows:

           (g) Liens on leased  stores  to secure Debt permitted by Section
      5.01(i) hereof.

      11.  Section 7.01(e) Events of Default)  of  the  Loan  Agreement  is
hereby amended to read as follows:

           (e)  Other  Debt to Other Lenders.  The Borrower defaults in the
      payment of any amounts due to any Person (other than the Banks) or in
      the observance or  performance  of any of the covenants or agreements
      contained  in  any  credit  agreements,   notes,   equipment  leases,
      collateral  or other documents (excluding store leases)  relating  to
      any Debt of the  Borrower  to  any  Person  (other than the Banks) in
      excess  of $250,000 and such Debt has been accelerated  or  otherwise
      become due and payable.

      12.  Section  7.03  (Sharing  of  Set-Offs)  of the Loan Agreement is
hereby amended so that the term "Default" as used therein shall mean only a
Default  in the payment of principal and interest on  the  Loan  when  due;
thus, the  Banks  shall  not  be  able to exercise contractual or statutory
rights of set-off unless the Borrower  fails to make a payment of principal
or interest when due.

      13.  The  Borrower  hereby  reaffirms  all  the  representations  and
warranties contained in Article 3 of  the Loan Agreement and certifies that
all such representations and warranties are true and correct as of the date
of this Third Amendment, except that the  Borrower  acknowledges that it is
not  currently in compliance with all of the provisions  of  its  financing
agreements   with  Whirlpool  Financial  Corporation.   The  Borrower  will
promptly obtain  all  waivers  or  modifications necessary to cure any such
non-compliance and provide the Agent with copies thereof.

      14.  The Borrower further certifies  that  no  Default (other than as
relates to the financial covenants set forth in Section  4.03  of  the Loan
Agreement and certain provisions of its financing agreements with Whirlpool
Financial  Corporation)  has  occurred  and  is  continuing  under the Loan
Agreement as of the date of this Third Amendment.

      15.  The Borrower hereby specifically reaffirms the mortgage, pledge,
assignment, security agreement and other hypothecation of all collateral as
security for the Loan, 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.

           Security Agreement (Tax Refund)  by  the  Borrower in
           favor  of the Agent dated December 4, 1996,  covering
           certain federal and state tax refunds.

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,  novating  or  otherwise modifying
said  agreements, it being the Borrower's intent that all  such  agreements
shall be  cumulative  in nature and shall each and all remain in full force
and  effect  until  expressly   cancelled   by   the  Banks  under  written
cancellation instrument delivered to the Borrower.

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

      17.  The effectiveness of this Third Amendment  shall  be conditioned
upon the satisfaction of the following conditions:

           a.    Third Amendment.  The Borrower and all of the  Banks shall
have executed this Third Amendment.

           b.    Resolutions.   The  Borrower  shall have adopted corporate
resolutions  regarding  the  authorization  of  execution   of  this  Third
Amendment  and  all  documents  related thereto, certified correct  by  the
secretary or assistant secretary of the Borrower.

           c.    Fees.  The Banks  shall  have received a waiver fee in the
amount of $18,500 to be shared equally among the Banks.

           d.    Security Agreements.  The  Agent  shall  have received the
security agreements referred to in Paragraph 10 of this Third Amendment.

      18.  Borrower   further  hereby  and  forever  settles,  compromises,
transacts, satisfies, waives, releases, acquits, discharges, surrenders and
cancels any and all Claims  (as  defined  hereinafter)  against  the Banks,
their predecessors, insurers or insureds, subrogors or subrogees, assignors
or   assignees,  nominees,  representatives,  joint  venturers,  directors,
officers,  agents,  employees,  attorneys, shareholders, principals, parent
companies, subsidiary companies,  other affiliates, and any other person or
entity which has or might have derivative, secondary or vicarious liability
for their acts or omissions whose rights are derived from them (all of such
released parties being collectively referred to as the "Released Parties"),
it  being  hereby  specifically  agreed  and  understood  that  this  Third
Amendment constitutes a compromise  of  rights and claims and the execution
of  this Third Amendment is not to be construed  as  an  acknowledgment  or
admission  of any fact of any liability or responsibility by the Banks, and
the Banks hereby  expressly  deny  any  liability to the Borrower.  For the
purpose  of this Third Amendment, "Claims"  shall  mean  (i)  any  and  all
claims, demands,  losses,  damages,  causes of action, and rights of action
whatsoever, liquidated or unliquidated,  choate  or  inchoate,  matured  or
unmatured,  contingent  or  exigible,  asserted  or  unasserted,  direct or
indirect, known or unknown, anticipated or unanticipated, arising before or
on  the  date  of  the Borrower's execution hereof whether based upon tort,
negligence, intentional  conduct,  contract, equity, bankruptcy, indemnity,
contribution, reimbursement, unjust  enrichment,  and/or  any  other  legal
theory, which any party may be entitled to in any way, and (ii) arising out
of  or  relating  to  the Loan and the loan and security documentation from
time to time executed in  connection  therewith,  but  (iii)  excluding any
Claims (as defined in preceding clauses (i) and (ii)) against the  Released
Parties based upon fraudulent or dishonest acts of the Banks, and Claims to
require the Released Parties to perform any contractual undertakings  under
the loan and security documentation relating to the Loan.

      19.  This   Third   Amendment   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, but all of which together shall constitute one
and the same instrument.

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


BORROWER:                         CAMPO ELECTRONICS, APPLIANCES AND
                                     COMPUTERS, INC.



                                  By: /s/ Anthony P. Campo
                                      ____________________________________

                                       Name:      Anthony P. Campo
                                       Title:    Chairman and Chief 
                                                 Executive Officer


AGENT:                            HIBERNIA NATIONAL BANK


                                  By:  /s/ Douglas Staley
                                      ____________________________________
                                       Name:   Douglas Staley
                                       Title:  Senior Vice President


BANKS:                            CENTRAL BANK


                                  By:  /s/ Fenton M. Davison
                                      ____________________________________
                                       Name:  Fenton M. Davison
                                       Title: Senior Vice President
                                       Percent:   29.6296%



                                  HIBERNIA NATIONAL BANK


                                  By:  /s/ Douglas Staley
                                      ____________________________________
                                       Name:  Douglas Staley
                                       Title: Senior Vice President
                                       Percent:   37.0370%



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


                                  By:  /s/ Gary C. King
                                      ____________________________________
                                        Name:  Gary C. King
                                        Title: Asst. Vice President
                                        Percent:  33.3333%