(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)


EXHIBIT 10.83

SIXTH AMENDMENT TO LICENSE AGREEMENT

Finite #195-020

Vendor #000-404-285

          THIS SIXTH
AMENDMENT TO THE LICENSE AGREEMENT (“Ninth Amendment”) is made as of
April 29, 2004 by and between SEARS ROEBUCK AND CO., a New York corporation (“Sears”),
and CONSUMER PROGRAMS INCORPORATED, a Missouri corporation (“Licensee”).

          REFERENCE
is made to the License Agreement (Off Mall) made and entered into as of January
1, 1999 as previously amended (the “License Agreement”) by and between
Sears and Licensee for the sale of products and services (the “Licensed
Business”) at Off Premises locations.

          WHEREAS,
the parties desire to amend the License Agreement to revise certain terms of
the License Agreement deleting the requirements for Sears to pay for any
discount or merchants fees for Third Party Credit Cards or any transaction fees
for access to the Sears off-premise settlement system. 

          NOW,
THEREFORE, Sears and Licensee agree as follows:

	
   
	
  1.
	
  Section 9.2
  of the License Agreement is hereby deleted in its entirety and replaced by
  the following:

	
   
	
   
	
   

	
   
	
   
	
   
	
  9.2 Credit
  Sales.

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
                 Subject
  to the terms and conditions outlined on Schedule 9.2 (the “Credit
  Card Conditions”), which is attached hereto and incorporated herein,
  Licensee shall accept the SearsCard®, Sears Premier Card® and SearsCharge
  PlusSM (each, a “Sears Card”) issued by Sears National Bank
  for payment for Authorized Merchandise/Services.  Licensee shall also accept the Sears MasterCard®, Sears Gold
  MasterCard®, Sears Premier Gold MasterCard® and The Great Indoors® Gold
  MasterCard®, each issued by Sears National Bank (each, a “Sears MasterCard
  Card”), any other credit card hereinafter issued by Sears National Bank
  and such other credit cards issued by third parties as Sears may designate
  from time to time (collectively, “Third Party Credit Cards”), subject
  to the terms and conditions outlined by the merchant agreement between
  Licensee and Issuer.  The merchant ID
  associated with the merchant agreement between Licensee and Issuer shall
  reflect the Licensed Business Name. 
  Each Sears Card and each Third Party Credit Card are referred to
  individually herein as a “Credit Card” and are referred to collectively herein
  as the “Credit Cards”. Licensee shall not attempt to suppress or
  discourage use of any Credit Card by any person whose name is on the Credit
  Card or any other




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  authorized
  user of such Credit Card (collectively, the “Cardholder”).  Licensee shall accept the Credit Cards at
  all Licensed Business locations authorized under this Agreement for the
  purchase of Authorized Merchandise/Services, provided that the Credit Card
  transactions resulting from acceptance of each Credit Card must be in United States
  dollars.  The preferred method of
  payment is a Sears Card or a Sears MasterCard Card, and Licensee should
  always suggest use of a Sears Card or a Sears MasterCard Card to customers of
  the Licensed Business.

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  All Sears
  Card transactions shall be submitted to Sears, in the manner that Sears
  designates, for settlement with the issuing bank (“Issuer”).  Such Issuer shall process such
  transactions as if Sears had engaged in such transactions itself.  Subject to all of the terms and conditions
  of this Agreement, including Sears rights under Section 9.7, Sears
  shall pay all sums due Licensee on each sale of Authorized
  Merchandise/Services made by Licensee to a Cardholder that is charged to a
  Sears Card account (a “Sears Credit Card Sale”) in accordance with Section
  9.4.  Licensee hereby grants Sears
  the right to accept payments and settlements by Issuer for each Sears Credit
  Card Sale on behalf of Licensee. 
  Licensee acknowledges that the Issuer shall have no further obligation
  with respect to Licensee regarding payments and settlements and that
  Licensee’s sole recourse shall be to Sears. 
  All losses sustained by Sears as a result of non-payment by a
  Cardholder on a Sears Card account shall be borne by Sears, provided that
  Licensee is not responsible for the non-payment and has complied with the
  Credit Card Conditions. Except for non-payment of a Sears Card account by a
  Cardholder, Sears shall have no liability whatsoever to Licensee for Sears’
  failure to properly accept or reject a Cardholder’s charge.

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  Licensee, at
  its sole expense, shall enter into an appropriate merchant agreement with
  each Issuer to enable Licensee to accept Third Party Credit Cards.  All Third Party Credit Card transactions
  shall be submitted to Issuer for settlement. 
  All losses sustained by Licensee as a result of non-payment on a Third
  Party Credit Card account shall be borne solely by Licensee.  Sears shall have no liability whatsoever
  to Licensee for acceptance or rejection of a customer’s Third Party Credit
  Card charge.

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  Licensee may
  not distribute or solicit any customer applications or referrals for any
  Third Party Credit Cards in or through the Licensed Business.  Other than Credit Cards, Licensee shall
  not accept payment from customers under any other credit or financing plan
  without the prior written consent of the Licensing Manager.




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  2.
	
  Section 9.3
  of the License Agreement is hereby deleted in its entirety and replaced with
  the following:  

	
   
	
   
	
   

	
   
	
   
	
   
	
  Licensee
  will submit the total dollar amount of transactions, including sales taxes,
  through the Sears settlement system. 
  Sears Credit Card and Third Party Credit Card transactions will be
  entered into the Sears settlement system as they occur. Cash transactions may
  be entered once daily as a single cash transaction.

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  A settlement
  between the parties shall be made at the end of each Sears fiscal month for
  all transactions of Licensee during such period, in accordance with Sears
  customary accounting procedures.  Such
  settlement will be done through the Sears Accounting Center designated by
  Sears.  Sears will advance Licensee
  ninety-two and one-half percent (92 1⁄2%) of Net Sales weekly.  Such advances shall be deducted and reconciled
  in the next regular settlement.  All
  settlements and advances shall be made by electronic funds transfer (EFT) to
  a bank account designated by Licensee. Licensee shall pay the transaction
  fees for any processing service with whom Sears has an agreement to provide
  access for the Sears off-premise settlement system to the appropriate Sears
  credit system.

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  Licensee
  shall reimburse Sears at each settlement for all invoiced expenses, including
  any advertising expense, incurred by Sears at Licensee’s request, outstanding
  at the time of such settlement.  If
  Sears is not reimbursed at such settlement, then Sears shall have the right,
  but not the obligation, to retain out of Licensee’s sales receipts the amount
  of such expenses with interest, if any, due Sears.

	
   
	
   
	
   
	
   

	
   
	
  3.
	
  Licensee and
  Sears agree that for the period of November 20, 2002 until the execution date
  of this Sixth Amendment, Sears owes Licensee no reimbursement for any
  discount fee or merchant’s fee for Third Party Credit Cards or any
  reimbursement for the transaction fees for the processing service to provide
  access for the Sears off-premise settlement system to the Sears credit
  system.

	
   
	
   
	
   
	
   

	
  Except as
  expressly modified by this Sixth Amendment, all other provisions of the
  License Agreement shall remain in full force and effect. To the extent that
  the terms of this Sixth Amendment are inconsistent with any of the terms of
  the License Agreement, the terms of this Sixth Amendment shall supercede and
  govern.




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          IN WITNESS
WHEREOF, Sears and Licensee have signed this Sixth Amendment as of the date set
forth above by their duly authorized officers and agents.


	
   
	
  SEARS,
  ROEBUCK AND CO.

	
   
	
   

	
   
	
   

	
   
	
  By: /s/ John
  Pigott

	
   
	
   
	
  



  	
   

	
   
	
   
	
  John Pigott

	
   
	
   
	
   

	
   
	
  Its: Vice
  President

	
   
	
   

	
   
	
  CONSUMER
  PROGRAMS INCORPORATED

	
   
	
   

	
   
	
   

	
   
	
  By: /s/ Jack
  Krings

	
   
	
   
	
  



  	
   

	
   
	
   
	
  Jack Krings

	
   
	
   

	
   
	
  Its:
  President, Chief Operating Officer and

     Acting Chief Executive Officer




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