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                                                                    Exhibit 10.3

                       TERMINATION AGREEMENT AND RELEASE

         THIS AGREEMENT, dated as of the 10th day of April, 1997 by and
between Metro, Inc. (formerly known as North Star Distributors, Inc., a Rhode
Island corporation having its principal offices at One Metro Park Drive,
Cranston, RI  02910  ("Metro"), Capital Video Corporation, having a mailing
address of 788 Reservoir Avenue, Cranston, RI 02910 ("Capital") and Elvira
Famiglietti ("EF") having a mailing address of 1060 Park Avenue, Cranston, RI
02910.


                               W I T N E S E T H

         WHEREAS, Capital and Metro are parties to a Security Agreement dated
September 24, 1993 (the "Security Agreement") pursuant to which Capital grants
to Metro a security interest in all of the inventory of Capital, as defined
therein, as collateral for all of the trade accounts payable of Capital to
Metro incurred in the ordinary course of business (the "Accounts Payable"); and

         WHEREAS, EF has provided to Metro a Guaranty Agreement dated December
1, 1993 with respect to all of the Accounts Payable of Capital (the "EF
Guaranty);

         WHEREAS, the parties desire to terminate the Security Agreement and
the Guaranty.

         NOW THEREFORE, in consideration of the mutual promises and covenants
herein contained and for other good and valuable consideration the receipt of
which is hereby acknowledged, the parties hereto agree as follows:

         1.     The Security Agreement and Guaranty are hereby terminated
effective as of the date hereof and are no longer of any force and effect, and
all rights and obligations of the respective parties are hereby terminated and
canceled.

         2.     Metro, for itself and its agents, servants, employees,
officers, directors, representatives, predecessors, successors and assigns, do
hereby voluntarily and willingly remise, release and forever discharge and
quitclaim unto EF and her agents, servants, employees, representatives,
successors and assigns, any and all manner of actions, causes of action, debts,
dues, claims and demands, both in law and equity, statutory, contractual, or
otherwise that they ever had, now has, or in the future may have, for or by
reason or means of any matter of thing from the beginning of the world to the
date hereof, including, without limitation, any actions, causes of action,
debts, dues, claims and demands based on, arising out of, under or in
connection with the Accounts Payable or the Guaranty.

         3.     This Termination Agreement and Release shall be governed by the
laws of the State of Rhode Island.
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         4.     This Termination Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof.

         IN WITNESS WHEREOF, the parties have executed this Termination
Agreement as of the date first above written.

<TABLE>
<S>                                                <C>
WITNESS:                                           Metro, Inc.
                                                   
                                                   
                                                   By: /s/ T. James Blair
-----------------------------------                   -------------------
                                                   Title:  Treasurer
                                   
                                                   
WITNESS:                                           Capital Video Corporation
                                                   
                                                   
                                                   By:  A Daniel Geribo
-----------------------------------                    ----------------
                                                   Title: President
                                                   
                                                   
                                                   /s/ Elvira Famiglietti
-----------------------------------                ----------------------
                                                   Elvira Famiglietti
</TABLE>