
<PAGE>   1
                                                                     EXHIBIT 2.2

                              RENTERS CHOICE, INC.
                         13800 MONTFORT ROAD, SUITE 300
                              DALLAS, TEXAS 75240



                             Agreement dated as of
                                  May 26, 1998


Central Rents, Inc.
Central Rents Holding, Inc.
Banner Holdings, Inc.
5480 East Ferguson Drive
Commerce, California 90022

         Re:     Asset Purchase Agreement, dated as of May 1, 1998, by and
                 among Renters Choice, Inc., Central Rents, Inc., Central Rents
                 Holding, Inc. and Banner Holdings, Inc.

Gentlemen:

         Reference is made to that certain Asset Purchase Agreement (the "Asset
Purchase Agreement"), dated as of May 1, 1998, by and among Renters Choice,
Inc., a Delaware corporation (the "Acquiror"), Central Rents, Inc., a Delaware
corporation (the "Company"), Central Rents Holding, Inc., a Delaware
corporation ("Holdings"), and Banner Holdings, Inc., a Delaware corporation
("Banner"), pursuant to which the Acquiror has agreed to purchase (the
"Acquisition") substantially all of the assets of the Company used in, or
related to, the operation of 176 rent-to-own stores.  Capitalized terms used
herein without definition shall be as defined in the Asset Purchase Agreement.
This letter agreement (this "Agreement") amends, modifies and supplements the
Asset Purchase Agreement as follows:

         1.      Bulk Transfer Matters.  Notwithstanding the provisions of
                 Section 4.8 of the Asset Purchase Agreement, the Company and
                 the Acquiror acknowledge and agree that the notice provisions
                 with respect to the bulk sales laws of Georgia, South Carolina
                 and Tennessee will not be complied with at Closing.  The
                 indemnification obligations of Holdings and Banner as provided
                 in Section 8.2(c) of the Asset Purchase Agreement are hereby
                 ratified and confirmed.

         2.      Open Inventory Contracts.  The parties acknowledge and agree
                 that notwithstanding the provisions of Section 4.9 of the
                 Asset Purchase Agreement, the Company shall provide to the
                 Acquiror a list of the Open Inventory Contracts with respect
                 to the "RTO" Stores rather than a copy of each such Open
                 Inventory Contract.  In addition, the parties acknowledge and
                 agree that
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Dated as of May 26, 1998
Page 2


                 notwithstanding the provisions of Section 1.1(n) of the Asset
                 Purchase Agreement, no agreements of the Company to purchase
                 inventory for the Stores that were entered into in the
                 ordinary course of business were cancelled pursuant to mutual
                 agreement between the Company and the Acquiror.

         3.      Store Leases.  The Company shall use its reasonable efforts to
                 provide to the Acquiror fully executed copies of each of the
                 leases listed in Item 1 of Schedule 3.10 to the Asset Purchase
                 Agreement (the "Schedule 3.10 Leases") prior to Closing Date,
                 as provided by Section 4.12 of the Asset Purchase Agreement.
                 The Company and the Acquiror acknowledge and agree that fully
                 executed copies of some of the Schedule 3.10 Leases may not be
                 available to be delivered as of the Closing Date due to
                 circumstances beyond the control of the Company.  Prior to the
                 Closing Date, the Company shall use its reasonable efforts to
                 provide to the Acquiror unsigned copies of the Schedule 3.10
                 Leases which the Company believes to be true and correct
                 copies of such Schedule 3.10 Leases.  Within thirty (30) days
                 of the Closing Date, the Company shall provide to the Acquiror
                 with respect to each Schedule 3.10 Lease not provided prior to
                 the Closing either a fully executed copy of such lease or a
                 written confirmation from the landlord of the term and monthly
                 rent for such lease.

         4.      Certain Inventory.

                 (a)      Aged Inventory Schedule and Charge Offs.
                 Notwithstanding the provisions of Section 4.13 of the Asset
                 Purchase Agreement, the Company shall not be required to
                 remove the Aged Inventory from the Stores prior to the
                 Closing.  The Company, with the cooperation of the Acquiror
                 and its employees, shall determine which items of inventory
                 are Aged Inventory and the employees shall prepare an initial
                 Aged Inventory Schedule no later than the close of business on
                 Monday, June 1, 1998.  The Company shall review and audit, and
                 in its sole and absolute discretion, revise the initial Aged
                 Inventory Schedule and cause to be prepared a final Aged
                 Inventory Schedule that shall include all items of Aged
                 Inventory to be charged off (and excluded from the Closing
                 Date Rental Merchandise Value pursuant to Section 6.2 of the
                 Asset Purchase Agreement).  The Company shall coordinate with
                 the Acquiror to arrange for those items of Aged Inventory
                 listed on the final Aged Inventory Schedule to be charged off
                 by the Stores no later than the close of business on Monday,
                 June 1, 1998, with such charge off to be effective as of the
                 Closing Date.  The Company and the Acquiror shall instruct the
                 Store employees to provide the final Aged Inventory Schedule,
                 together with the backup for such
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Dated as of May 26, 1998
Page 3



                 schedule to the Company by overnight mail for delivery on
                 Tuesday, June 2, 1998.  No later than the close of business on
                 Monday, June 8, 1998, the Company shall provide such final
                 Aged Inventory Schedule and backup to the Acquiror together
                 with the Company's calculation of the Company Determined
                 Closing Date Rental Merchandise Value pursuant to Section 6.2
                 of the Asset Purchase Agreement.  In accordance with Section
                 6.2 of the Asset Purchase Agreement, the Company shall pay to
                 the Acquiror the difference between the Expected Closing Date
                 Rental Merchandise Value ($66,002,000) and the Company
                 Determined Closing Date Rental Merchandise Value within thirty
                 (30) days of the Closing Date.

                 (b)      Disposal of Aged Inventory.  No later than the close
                 of business on June 1, 1998, the Company, with the cooperation
                 and assistance of the Acquiror, shall use its reasonable
                 efforts to ship out of the Stores all small items of Aged
                 Inventory which have been charged-off.  Within ten (10) days
                 of the Closing, the Company shall use its reasonable efforts
                 to pick up from those Stores located in California and Arizona
                 those items of Aged Inventory not already shipped out of the
                 Stores by the Company.  All items of Aged Inventory remaining
                 in the Stores after the tenth day following the Closing shall
                 be tagged as Aged Inventory and picked up by the Company
                 within forty-five days following the Closing.  All shipping
                 and delivery costs of the Company in disposing of the Aged
                 Inventory in the forty-five days following the Closing shall
                 be borne by the Company.  Any items of Aged Inventory
                 remaining in the Stores after the forty-fifth day following
                 the Closing may be disposed of by the Acquiror in its
                 discretion and at its cost and expense.


         5.      Repurchase of Notes.  The Note Repurchase Agreements require
                 that the Noteholder receive notice of the anticipated date of
                 closing the purchase of the Seller Notes (as defined in the
                 Note Repurchase Agreements) in writing no earlier than five
                 (5) business days prior to such scheduled closing date.  Such
                 five (5) day notice period shall not have expired as of the
                 Closing Date and, therefore, the Company and the Acquiror
                 acknowledge and agree that all of the Notes may not be
                 repurchased simultaneously with the Closing.  To the extent
                 that all of the Notes are not repurchased simultaneously with
                 the Closing due to the pendency of the five (5) day notice
                 period, the parties waive the condition contained in Section
                 5.1(c) of the Asset Purchase Agreement and agree to effect the
                 Closing despite the nonoccurrence of such condition.
                 Notwithstanding the foregoing, the Company shall use its
                 reasonable efforts to repurchase all of the
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Dated as of May 26, 1998
Page 4



                 Notes simultaneously with the Closing.  In the event that any
                 of the Notes are not repurchased on the Closing Date, the
                 Acquiror shall withhold from the Closing Date Payment an
                 amount equal to the amount required to repurchase, in
                 accordance with the Note Repurchase Agreements, the Notes
                 which remain outstanding on the Closing Date.

         6.      Certain Equipment Leases and Service Contracts.  The Company
                 shall use its reasonable efforts to provide to the Acquiror
                 prior to the Closing copies of the contracts identified in
                 Items 1-3 of Schedule 1.1(h) to the Asset Purchase Agreement
                 and Items 1(c) and 2 of Schedule 1.1(o) to the Asset Purchase
                 Agreement which are not terminable on 30 days' or less notice,
                 as provided by Section 1.2(c) of the Asset Purchase Agreement,
                 provided, however, that any such contracts for which copies
                 are not provided as of the Closing will not become Excluded
                 Assets as of the Closing Date, but shall become Excluded
                 Assets pursuant to Section 1.2(c) of the Asset Purchase
                 Agreement only to the extent that the Company fails to deliver
                 copies of such contracts within thirty (30) days following the
                 Closing.

         7.      Payroll.  The Company has arranged for its Employees to be
                 paid through May 31, 1998.  To the extent that the Closing
                 Date occurs prior to May 31, 1998, the Acquiror shall pay to
                 the Company an amount equal to the payroll expense for all
                 Employees for the number of paydays elapsed between the
                 Closing Date and May 31, 1998 (except for any Employees which
                 the Acquiror notifies the Company of in writing no later than
                 the close of business on the Closing Date that it will not
                 hire following the Closing).  Such payment shall be made in
                 accordance with Section 13 hereof.

         8.      Liens.  Attached hereto as Annex I is a list of additional
                 Liens which were inadvertently omitted from Schedule 3.11 to
                 the Asset Purchase Agreement. The parties acknowledge and
                 agree that Schedule 3.11 shall be deemed to include the Liens
                 listed on Annex I as of the date of the Asset Purchase
                 Agreement.

         9.      Intellectual Property.  The parties acknowledge and agree that
                 none of the trademarks or service marks listed on Schedule
                 3.22 to the Asset Purchase Agreement are subject to current
                 federal or state registration.  Accordingly, the Company shall
                 transfer, pursuant to the Asset Purchase Agreement, all of its
                 common law right, title and interest, if any, in and to the
                 trademarks and service marks listed on Schedule 3.22 to the
                 Asset Purchase Agreement.
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Dated as of May 26, 1998
Page 5




         10.     Interim Operations of the Company.  The Company and the
                 Acquiror acknowledge that in connection with the replacement
                 of the Company's existing line of credit and letters of credit
                 as contemplated by Item 5 of Schedule 4.2, the Company amended
                 the Credit Agreement.

         11.     Indemnification.  The Acquiror agrees to indemnify and hold
                 harmless the Company and its directors, officers, employees,
                 affiliates, agents and assigns from and against any and all
                 Losses (as defined below) of the Company which arise or result
                 from and to the extent they are attributable to the failure of
                 the Company to obtain the consent of any of its employees to
                 the release of employment information about such employees to
                 the Acquiror.  For the purposes of this Section 11, "Losses"
                 means any action, cost, damage, disbursement, expense,
                 liability, loss, deficiency, diminution in value, obligation,
                 penalty, fine or settlement of any kind or nature, whether
                 foreseeable or unforeseeable, including but not limited to,
                 penalties, legal, accounting and other professional fees and
                 expenses incurred in the investigation, collection,
                 prosecution and defense of claims and amounts paid in
                 settlement, that may be imposed on or otherwise incurred or
                 suffered by the Company or any of its directors, officers,
                 employees, affiliates, agents and assigns.

         12.     Waiver of Condition.  The Acquiror hereby waives the condition
                 set forth in Section 5.2(c) of the Asset Purchase Agreement.
                 The Company and the Acquiror shall use their reasonable
                 efforts to obtain the consents set forth on Schedule 5.2(c) to
                 the Asset Purchase Agreement as soon as practicable after the
                 Closing.

         13.     Proration.  The Company has prepared the schedule attached
                 hereto as Annex II which reflects certain proration items
                 known to the Company as of the Closing Date (the "Closing Date
                 Proration Schedule").  The Acquiror agrees to review the
                 Closing Date Proration Schedule and provide to the Company
                 within ten (10) days after the Closing Date the payments
                 called for by the Closing Date Proration Schedule, other than
                 any individual proration items that Acquiror disputes, which
                 the Company and the Acquiror shall resolve in accordance with
                 the terms of the Asset Purchase Agreement.  The parties
                 acknowledge and agree that there will be additional items to
                 be prorated after the Closing pursuant to Section 6.8 of the
                 Asset Purchase Agreement.

         14.     Reasonable Access to Employees.  The Acquiror shall provide
                 the Company with reasonable access to its employees after the
                 Closing Date to enable the
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Dated as of May 26, 1998
Page 6



                 Company to comply with the provisions of Section 4 of this
                 Agreement.  In addition, the Acquiror shall, and shall cause
                 its affiliates to, cooperate fully with the Company and its
                 representatives and provide the Company and its
                 representatives with reasonable access to those employees of
                 the Acquiror that were previously employees of the Company in
                 connection with any action, suit, arbitration, proceeding,
                 hearing, investigation, charge, complaint, claim, demand,
                 notice, audit or investigation of the Company relating to any
                 matters or periods (or portion thereof) on or before the
                 Closing Date.

         15.     Entire Agreement.  Notwithstanding the provisions of Section
                 9.6(a) of the Asset Purchase Agreement, this Agreement,
                 together with the Asset Purchase Agreement and all other
                 documents and instruments referred to therein, constitutes the
                 entire agreement and supersedes all other prior agreements and
                 undertakings, both written and oral, among the parties with
                 respect to the Acquisition.

         16.     No Further Amendments.  Except as expressly provided in this
                 Agreement, the Asset Purchase Agreement is not further amended
                 or modified and shall remain in full force and effect in
                 accordance with its terms.

         17.     Governing Law.  The provisions of Section 9.7 of the Asset
                 Purchase Agreement shall apply to this Agreement.


                    [Remainder of page intentionally blank]
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Dated as of May 26, 1998
Page 7



         Please evidence your agreement and acceptance of the foregoing by
signing below.  This Agreement may be executed in two or more counterparts
which together shall constitute a single agreement.

                                     Very truly yours,

                                     RENTERS CHOICE, INC.,
                                     a Delaware corporation



                                     By:                                      
                                        --------------------------------------
                                        Name:                                 
                                             ---------------------------------
                                        Title:                                
                                              --------------------------------

AGREED TO AND
ACCEPTED BY:

CENTRAL RENTS, INC.,
a Delaware corporation



By:                                        
   ----------------------------------------
    Name:                                  
         ----------------------------------
    Title:                                 
          ---------------------------------



CENTRAL RENTS HOLDING, INC.,
a Delaware corporation



By:                                        
   ----------------------------------------
    Name:                                  
         ----------------------------------
    Title:                                 
          ---------------------------------
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Dated as of May 26, 1998
Page 8



BANNER HOLDINGS, INC.,
a Delaware corporation



By:                                        
   ----------------------------------------
    Name:                                  
         ----------------------------------
    Title:                                 
          ---------------------------------
<PAGE>   9



                                    ANNEX I

                                ADDITIONAL LIENS


<TABLE>
<CAPTION>
       FINANCING
       STATEMENT       
        NUMBER               JURISDICTION                                    SECURED PARTY
     ------------            ------------------------------                  -------------
     <S>                     <C>                                              <C>                    
         5855                City of Newport News, Virginia                   Wells Fargo            
                                                                                                     
         5854                City of Newport News, Virginia                   Wells Fargo            
      63-95-0950             Glynn County, Georgia                            Wells Fargo            
                                                                                                     
     148-1995-640            Ware County, Georgia                             Wells Fargo            
       0143597               Henderson County, Kentucky                       Wells Fargo            
                                                                                                     
       95-25754              Pulaski County, Arkansas                         Wells Fargo            
                                                                                                     
      17-1107303             East Baton Rouge Parish, Louisiana               Wells Fargo            
</TABLE>
<PAGE>   10



                                    ANNEX II

                        CLOSING DATE PRORATION SCHEDULE





                         Begins on the following page.
