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                       [***]           M.A.P
       ----             -----                     -----------------                       -----           -----
       <S>            <C>                 <C>                                             <C>             <C>
       564PC          Python 881XP        LCD 2 way RESPONDER HYBRID                      [***]           $499.99
                                          Security/Remote start with Keyless

       567PC          Python 871XP        LED 2-way HYBRID                                [***]           $379.99
                                          Security with Remote Start with Keyless

       3201P          Python 700          LED 2-Way                                       [***]           $299.99
                                          Security System with Keyless System
       426PC          Python 460HP        Security System with Keyless System             [***]           $199.99

       740T           Hornet 740T         Promotional Security System                     [***]           $149.99

       562PC          Python 1400XP       Remote Start & Keyless Entry System             [***]           $199.99

       561R           Valet 561R          Remote Start System                             [***]           $159.99

       712T           Valet 712T          Keyless Entry System                            [***]           $ 99.99

       205B           BOA                 BOA 205B DIY Talking Security System            [***]           $ 59.99

       265B           BOA                 BOA 265B DIY Remote Start System with           [***]           $ 59.99
                                          Keyless Entry
</TABLE>

ACCESSORY PRICING:

                  Key accessories are detailed below and an itemized worksheet
                  is submitted electronically for reference on all available
                  parts. Purchases of accessory items count towards all MDF
                  programs. The prices are subject to [***] adjustment for
                  freight conversion. Selected accessories will be submitted on
                  sku setup sheets.



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<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                                                              Price        MSRP
       -------        -----------                                                              -----        -----
       <S>            <C>                                                                      <C>          <C>
       457LW          GM PASSLOCK BYPASS and DOOR LOCK INTERFACE MODULE                        [***]        $ 99.99

       556UW          UNIVERSAL REMOTE START INTERFACE                                         [***]        $ 49.99

       556U           UNIVERSAL REMOTE START INTERFACE - CLAMPACK                              [***]        $ 49.99

       555PW          FORD PATS INTERFACE - DATA                                               [***]        $ 69.99

       555FW          FORT PATS INTERFACE - TRANSPONDER CHIP                                   [***]        $ 59.99

       5555SW         FORD SECURELOCK INTERFACE - FOCUS / ESCAPE                               [***]        $ 59.99

       556SW          FORD SECURELOCK INTERFACE                                                [***]        $149.99

       555GW          GM PASS KEY 3 INTERFACE                                                  [***]          79.99

       555LW          GM PASSLOCK INTERFACE                                                    [***]          79.99

       555L           GM PASSLOCK INTERFACE - CLAMPACK                                         [***]          79.99

       555CW          CHRYSLER INTERFACE                                                       [***]          59.99

       556CW          CHRYSLER INTERFACE, 2004-up                                              [***]          79.99

       555XW          TOYOTA / LEXUS INTERFACE                                                 [***]          79.99

       556HW          HONDA / ACURA INTERFACE                                                  [***]          79.99

       555DW          HONDA / ACURA INTERFACE - PRELUDE & RL                                   [***]          69.99

       457CW          CHRYSLER / JEEP DATA INTERFACE MODULE                                    [***]          99.99

       455TW          JEEP DATA INTERFACE - GRAND CHEROKEE '96-'98                             [***]          69.99

       456LW          UNIVERSAL DATA INTERFACE - RESISTANCE LEARNING                           [***]          79.99

       479P           Python Responder LED 2-way TX                                            [***]         149.99

       488P           Python LED 2-way TX                                                      [***]          89.99

       474T           4-button TX                                                              [***]          59.99

       474T           3-button TX                                                              [***]          49.00

       474B           Boa 4-button TX                                                          [***]          39.99

       508D           Radar Sensor                                                             [***]          69.99

       506T           Audio Sensor                                                             [***]          39.99

       522T           Trunk Release Solenoid                                                   [***]          39.99

       524T           Door Lock Motor                                                          [***]          39.99

       530T           Window Automation System                                                 [***]         129.99

       529T           Window Roll Up Module                                                    [***]          59.99
</TABLE>


3 - TERMS:      Net [***] receipt of goods

4 - MDF:        Based on Net Volume purchased in time period, using calendar
                quarters, 2005 Net volume will be determined by 2005 invoiced
                purchases, less 2005 warranty returns, less 2005 quarterly [***]
                and variable MDF less any 2005 invoice corrections, less any
                2005 purchases [***] before the end of February 2006.

                a)       Quarterly [***] MDF: [***]

                b)       Variable Quarterly MDF as follos:

                         [***] of Net sales paid quarterly tied to annual goal
                         of [***]

                         [***] of Net sales paid quarterly tied to annual goal
                         of [***]

                         [***] of Net sales paid quarterly tied to annual goal
                         of [***]

                         Note: The annual goals spread over 4 quarters, amounts
                         to be mutually agreed to thresholds. All related
                         accessories net purchases count towards volume goals.

                c)       Annual MDF:

                         [***]


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<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:    FOB Vista, CA

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

6 - DEFECTIVES:

                Circuit City Stores, Inc. will return all defective and customer
                returned product at Directed's expense, for at least [***] by
                either company. Customer returns of product during the warranty
                period will be considered initial defect and will be returned
                for full credit. In the event that returns exceed account
                balance, Directed will issue Circuit City Stores, Inc. a check
                for the amount of returns exceeding balance. Customer returns
                for reasons of dissatisfaction with performance will be
                considered defective and returned for credit. Circuit City
                Stores, Inc. will make every effort to determine what the defect
                is at the point of customer return, acknowledging the fact that
                the customer service representatives in our stores are not
                technicians. In the event Circuit City Stores, Inc. is ever in a
                debit balance with Directed, Directed agrees to provide Circuit
                City Stores, Inc. a check for any debit balance or return
                shipment of defective product. Circuit City Stores, Inc. will
                not send product to Directed for repair and return. All initial
                defects will be returnable for credit. All return shipments will
                be sent freight collect. Original box and packaging is
                requested, not required.

                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 - [***]:

                Directed will notify Circuit City at least [***] in advance of
                any price changes (increases or decreases) planned on the
                products they purchase in order to allow Circuit City to adjust
                its inventories accordingly. Directed further commits that it
                will continue to provide Circuit City Stores, Inc. with the
                lowest possible pricing relative to their volume and
                competition, and to maintain Circuit City's competitive position
                if Directed lowers its selling prices on the same or similar
                merchandise.

8 - [***]:

                Directed will provide Circuit City Stores, Inc. with the ability
                to [***] Circuit City agrees to place offsetting orders for
                other product equal in total value to the product being
                returned. Circuit City will determine the number of units they
                plan to return and their extended value and will request RMA
                tracking numbers for these returns on an agreed to schedule. All
                of the items will be unopened packages shipped freight prepaid
                to Directed. Simultaneous with RMA request to return
                merchandise, Circuit City will submit a detail of the orders
                that will serve as the replacement orders for the product being
                returned. The orders must have shipping dates within 60 days of
                placing the order. Immediately upon receipt of the product with
                the appropriate paperwork including a packing slip and
                indicating the number and description of items returned,
                Directed will issue a credit within 3 days. (Any adjustments to
                the credit determined after detail review of the product
                returned will be communicated to Circuit City). A credit will be
                issued for each incoming shipment received from each



                                       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.

                of the shipping warehouses. The new orders will ship according
                to the dates input when the order was received. All things being
                equal, the credit issued to the account should equal the amount
                of the new orders shipped out to Circuit City.

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:







                                       5
<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.


                Circuit City agrees to comply with Directed's [***].
                Notwithstanding the foregoing, it is not a violation of
                Directed's policy to sell below the suggested prices, only to
                advertise below them.

                Directed will provide [***] for mutually agreed to product
                Placements, to be processed in [***] scheduled to coincide with
                quarterly fund processing.


18 - SHOW SUPPORT:

                Directed agrees to support Circuit City Stores, Inc. with
                funding for a 60 event US show tour, with a participation cost
                in the amount of [***] in event support, [***] for demonstration
                and manpower. This funding will be divided over 4 quarters.

                Directed agrees to support Circuit City Stores, Inc. with
                funding for a major Sales and Manager training event on March
                6-7 in Dallas to kickoff the Python brand with a participation
                cost in the amount of [***] in event support plus training
                materials, including wearable and "Bit-writer" programming tool.
                This funding will be divided over 4 quarters.

                These two events are all inclusive and represent the total
                annual commitment from Directed for the 2005 year.

Please sign below and return Via Fax:  804.527.4111.

ACCEPTED:       NAME:  Glenn Busse                       DATE:  January 27, 2005

                Directed Electronics, Inc.

                SIGNATURE:  /s/ Glenn Busse              POSITION:  SVP Sales
                         ------------------------

Sincerely,


/s/ David Nieman
--------------------------
David Nieman
Operations Manager
Circuit City Stores, Inc.
(804) 527-4000 Ext. 7840

cc:  David Dowdy


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