
<PAGE>   1




                 PURCHASE, DISTRIBUTION AND MARKETING AGREEMENT


                                 BY AND BETWEEN


                             NEW M-TECH CORPORATION


                                      AND


                               KMART CORPORATION





                           _________________________

                                JANUARY 27, 1997

                           _________________________






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<PAGE>   2

                 PURCHASE, DISTRIBUTION AND MARKETING AGREEMENT

         This Agreement ("Agreement") is entered into as of January 27, 1997
(the "Execution Date") between New M-Tech Corporation, a Florida corporation
("NewTech"), and Kmart Corporation, a Michigan corporation ("Kmart").

                                    PREAMBLE

         WHEREAS, pursuant to License Agreements by and between White
Consolidated Industries, Inc. ("WCI") and NewTech (the "License Agreements"),
NewTech has the exclusive right and license within the United States to use the
trademark "White-Westinghouse" and all associated designs and trade dress
(together, the "Trademark") in connection with the dcdesign, manufacture,
advertising, sale and promotion of, among others, the products listed on
Exhibit A hereto, each of which will bear and include the Trademark (such
products bearing the Trademark are hereinafter referred to as the "Products");

         WHEREAS, Kmart is a leading discount retailer of various consumer and
other products, including products similar to the Products; and

         WHEREAS, NewTech desires to grant to Kmart certain exclusive rights
and obligations to purchase, distribute, sell, market and promote the Products
in the United States, and Kmart desires to accept and exercise these rights and
obligations, upon the terms and subject to the conditions of this Agreement.

         WHEREAS, simultaneously with the execution of this Agreement, Kmart is
executing an agreement with Salton/Maxim Housewares, Inc., an Affiliate of
NewTech, as defined in Section 1.1, below (the "Salton Agreement"), for the use
of the Trademark on Kitchen Housewares, Personal Care products, fans and
heaters and electric air cleaners and humidifiers, as specifically described
therein, which agreement is critical to Kmart's overall program for use of the
Trademark on Products under this Agreement with NewTech, is a primary
inducement for Kmart's entering into, and is a continuing necessary component
of and precondition to Kmart's performance under this Agreement with NewTech.

         Accordingly, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:

                              TERMS AND CONDITIONS

1.       DEFINITIONS

                 As used in this Agreement, the following terms shall have the
                 meaning given to them below:

         1.1     "Affiliate" means any Person involved in a situation where,
                 directly or indirectly, one Person controls, or has the power
                 to control, the other Person or a third party controls, or has
                 the power to control, both Persons.

         1.2     "Discount Department Store" shall include, without limitation,
                 the Persons listed on Schedule 1.2 hereof as well as all
                 department stores which are similar to Discount Department
                 Stores in terms of market niche, size and product pricing
                 which now or hereafter may exist.

         1.3     "Person" shall include any individual, corporation,
                 partnership, association, cooperative, joint venture, or any
                 other form of business entity recognized under the law.





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<PAGE>   3


         1.4     "sale" shall mean any action involving selling.

         1.5     "sell" shall mean to, directly or indirectly, sell,
                 distribute, supply, solicit or accept orders for, negotiate
                 for the sale or distribution of, or take any other action that
                 is in furtherance of, any of the foregoing.  "Sell" also
                 include any other forms of that verb, whether active or
                 passive, or in the past, present, or future tense.

         1.6     "United States" shall mean the United States of America,
                 including Puerto Rico and Guam.

2.       APPOINTMENT

         2.1     Appointment by NewTech; Acceptance by Kmart.  Subject to the
                 provisions of this Agreement, NewTech hereby appoints Kmart as
                 the sole and exclusive Discount Department Store to purchase,
                 distribute, sell, market and promote the Products in the
                 United States and Kmart hereby accepts such appointment.  The
                 rights granted to Kmart under this Agreement shall hereinafter
                 collectively be referred to as the "Right."  No other Discount
                 Department Store shall have any such Right during the Term of
                 this Agreement and/or any extension or renewal thereof,
                 regardless of source (i.e., whether from NewTech or any other
                 entity) subject to Sections 10.4 and 10.5 hereof.
                 Notwithstanding the foregoing, nothing in this Agreement shall
                 be deemed to preclude the sale of Products (i) by entities or
                 stores other than Discount Department Stores including,
                 without limitation, retail department stores, specialty
                 housewares, gourmet and kitchen stores and national cable
                 television programs or (ii) by any Person outside the United
                 States.  Furthermore, nothing in this Agreement shall preclude
                 Kmart from purchasing products of the type listed on Exhibit A
                 hereto from any sources other than NewTech if such products do
                 not bear or include or are not sold under the Trademark, and
                 no payments shall be due to NewTech hereunder in respect of
                 such sales.

         2.2     Territorial Limitations.  NewTech covenants and agrees that,
                 during the term of this Agreement or until this Agreement is
                 terminated in accordance with the provisions of Article 10
                 below:

                 2.2.1    NewTech shall not, directly or indirectly, sell any
                          Product to a Discount Department Store in the United
                          States, subject to Sections 10.4 and 10.5 hereof.

                 2.2.2    Except with the prior written consent of NewTech
                          (which consent may be refused in the sole, absolute
                          and arbitrary discretion of NewTech), Kmart shall not
                          sell any Product to any Person outside the United
                          States.  The United States includes Puerto Rico and
                          Guam.

                 2.2.3    The parties acknowledge and agree that the
                          relationship hereby established between Kmart and
                          NewTech is solely that of buyer and seller of goods
                          that each is an independent contractor engaged in the
                          operation of its own respective business, that
                          neither party shall be considered to be the agent of
                          the other party for any purpose whatsoever, except as
                          otherwise expressly indicated in this Agreement, and
                          that, except as otherwise expressly indicated in this
                          Agreement, neither party has any authority to enter
                          into any contract, assume any obligations or make any
                          warranties or representations on behalf of the other
                          party.  Nothing in this Agreement shall be construed
                          to establish a partnership or joint venture
                          relationship between NewTech and Kmart.  Nothing in
                          this Agreement shall be deemed in any way to
                          constitute a sublicense by NewTech of its rights
                          under the





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<PAGE>   4

                          License Agreement, and the relationship between the
                          parties hereto shall at all times be as set forth in
                          this paragraph.

3.       REPRESENTATIONS AND WARRANTIES OF NEWTECH

         3.1     NewTech represents and warrants to Kmart as follows:

                 3.1.1    Organization, Power and Authority.  It is duly
                          organized and validly existing under the laws of the
                          State of Florida, has all requisite power and
                          authority to conduct its business as now, and as
                          proposed to be, conducted and to execute, deliver and
                          perform its obligations under this Agreement.  This
                          Agreement has been duly authorized, executed and
                          delivered by NewTech and represents a valid and
                          binding obligation enforceable against NewTech in
                          accordance with its terms.

                 3.1.2    No Conflicts; Consents.  Execution and delivery
                          hereof, or performance by NewTech hereunder, shall
                          not (a) violate or create a default under (i)
                          NewTech's Certificate of Incorporation or by-laws
                          (true and correct copies of which have been delivered
                          to Kmart), (ii) any mortgage, indenture, agreement,
                          note or other instrument to which it is a party or to
                          which its assets are subject including, without
                          limitation, the License Agreement or (iii) any court
                          order or decree or other governmental directive or
                          (b) result in the action of any lien, charge or
                          encumbrance on any material portion of NewTech's
                          assets, except as contemplated hereby.

                 3.1.3    Brokers.  No broker, investment banker, financial
                          advisor or other person is entitled to any broker's,
                          finder's, financial advisor's or other similar fee or
                          commission in connection with the transactions
                          contemplated by this Agreement based upon
                          arrangements made by or on behalf of NewTech.

                 3.1.4    Trademark/Compliance with Laws.  It has the
                          contractual right and authority to use the
                          Trademark for all of the Products as provided in this
                          Agreement and to grant to Kmart all rights which are
                          set forth in this Agreement including but not limited
                          to the  "Right" described in Section 2.1 herein, and
                          also, including but not limited to, the right to
                          import all Products into the United States for the
                          full duration of this Agreement; and NewTech shall
                          provide U.S.  Customs with sufficient proof and
                          documentation to enable Kmart to do so.
                          (Notwithstanding the foregoing, NewTech shall
                          have up to ten (10) business days to correct any
                          such U.S. Customs Problems which do not affect
                          Kmart's ability to use the Trademark in connection
                          with the sale of any of the Products pursuant to this
                          Agreement.)  In addition, no other Discount
                          Department Store shall have the right to use the
                          Trademark in connection with the sale of Products or
                          sell Products bearing the Trademark or have any of
                          Kmart's rights hereunder during the Term of this
                          Agreement and any renewal and/or extension hereof.
                          Furthermore, this Agreement as well as NewTech's
                          performance hereunder shall be in compliance with all
                          applicable laws, rules and regulations other than
                          immaterial violations.  Any claim which Kmart
                          reasonably believes impairs or would impair Kmart's
                          ability to receive the benefits of this Agreement, or
                          any failure under this Agreement and/or under the
                          Salton Agreement with respect to this (or the Salton
                          Agreement's) Section 3.1.4 and/or Section 2.1, whether
                          such failure relates to any or all Products, shall
                          entitle Kmart, in addition to all other rights and
                          remedies, without resort to the notice and cure
                          requirements under Section 10.3 herein, to immediately
                          terminate this Agreement and owe nothing






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<PAGE>   5

                          to NewTech except for payment for Products accepted
                          and sold by Kmart through the date of termination.

                 3.1.5    Qualifications.  Throughout the Term of this
                          Agreement and any renewal or extension hereof,
                          NewTech shall comply with the following requirements:

                          a.      New  Vendor Packet Compliance.    NewTech
                                  must have executed and delivered to Kmart all
                                  documents required by Kmart's New Vendor
                                  Packet, including, but not limited to,
                                  Kmart's agreement on standard purchase order
                                  terms and conditions attached as Exhibit B
                                  (collectively, the "Related Documents") and
                                  must currently be in full compliance with the
                                  same except as required by this Agreement.
                                  NewTech's execution of this Agreement shall
                                  constitute NewTech's acceptance of and
                                  agreement to the terms and conditions
                                  contained in all of the Related Documents to
                                  the extent not inconsistent with the terms of
                                  this Agreement.

                          b.      Kmart Corporation Code of Business Conduct.
                                  NewTech must be in full compliance with the
                                  Kmart Code of Business Conduct and all
                                  applicable laws, rules and regulations,
                                  including but not limited to child, forced,
                                  and prison labor laws and must not have
                                  violated the Code of Business Conduct or
                                  applicable laws during the twelve calendar
                                  months preceding the date of execution of
                                  this Agreement.

                          c.      Continuing Business Conduct with Kmart
                                  Foreign Subsidiaries and Operations.  NewTech
                                  must not restrict or curtail in any way its
                                  historical business practices and course of
                                  dealing with Kmart's foreign subsidiaries and
                                  other foreign operations if any existed.

                          d.      Industry Performance.     NewTech must at a
                                  minimum meet normal industry standards for
                                  performance regarding timing and completion
                                  levels of fill rates without substitutions.

                          e.      Electronic Data Interchange.      NewTech
                                  must accommodate and participate in Kmart's
                                  electronic data interchange program.

4.       REPRESENTATIONS AND WARRANTIES OF KMART

         4.1     Kmart represents and warrants to NewTech as follows:

                 4.1.1    Organization, Power and Authority.  It is duly
                          organized and validly existing under the laws of the
                          State of Michigan, has all requisite power and
                          authority to conduct its business as now, and as
                          proposed to be, conducted and to execute, deliver and
                          perform its obligations under this Agreement.  This
                          Agreement has been duly authorized, executed and
                          delivered by Kmart and represents a valid and binding
                          obligation enforceable against Kmart in accordance
                          with its terms.

                 4.1.2    No Conflicts; Consents.  Execution and delivery
                          hereof, or performance by Kmart hereunder, shall not
                          (a) violate or create a default under (i) Kmart's
                          Certificate of Incorporation or by- laws (true and
                          correct copies of which have been delivered to
                          NewTech), (ii) any mortgage, indenture, agreement,
                          note or other instrument to which it is a party or to
                          which its assets are subject or (iii) any





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                          court order or decree or other governmental directive
                          or (b) result in the action of any lien, charge or
                          encumbrance on any material portion of Kmart's
                          assets.

                 4.1.3    Brokers.  No broker, investment banker, financial
                          advisor or other person is entitled to any broker's,
                          finder's, financial advisor's or other similar fee or
                          commission in connection with the transactions
                          contemplated by this Agreement based upon
                          arrangements made by or on behalf of Kmart.

5.       MINIMUM ORDERS; OTHER OBLIGATIONS

         5.1     Minimum Product Orders/Sales and Exclusive Remedy.  Subject to
                 Section 5.2 hereof, during the Term of this Agreement, Kmart
                 agrees to place orders for a minimum U.S. dollar amount of
                 Products within each category specified below (each, a
                 "Category") from NewTech or an unrelated third party ("Third
                 Party Manufacturer") (the "Minimum Product Orders") at the
                 purchase prices determined in accordance with Sections 7.1.1
                 and 7.1.2 hereof during the periods (each, a "Period," and
                 together, the "Periods") in each case as specified below ($ in
                 millions).  All Products ordered prior to the date of this
                 Agreement shall be credited against the Minimum Product Orders
                 for the initial Period of this Agreement.

<TABLE>
<CAPTION>

  CATEGORY    UP TO AND    7/1/98-    7/1/99-   7/1/00-    7/1/01-   7/1/02-   7/1/03-
  --------    ---------    -------    -------   -------    -------   -------   -------
    (IN       INCLUDING    6/30/99    6/30/00   6/30/01    6/30/02   6/30/03   6/30/04
    ---       ---------    -------    -------   -------    -------   -------   -------
 MILLIONS)     6/30/98
 ---------     -------
<S>            <C>         <C>        <C>        <C>        <C>       <C>       <C>
  Video:         $55.0       $57.2      $59.5     $61.9      $64.3     $66.9     $69.6
  Audio:          60.0        62.4       64.9      67.5       70.2      73.0      75.9
Telephones       $20.0       $20.8      $21.6     $22.5      $23.4     $24.3     $25.3
    and        -------     -------    -------    ------     ------    ------    ------
 Telephone
 Answering
 Machines:
   Total       $135.0      $140.4     $146.0     $151.9     $157.9    $164.2    $170.8
               ======      ======     ======     ======     ======    ======    ======

</TABLE>

                 Specific purchase orders shall be issued by Kmart from time to
                 time for the Products being purchased ("Specific Purchase
                 Orders").  The Specific Purchase Orders shall be in the form
                 and substance of the form of purchase order annexed hereto as
                 Exhibit C for domestic orders and Exhibit D for import orders,
                 both of which are incorporated herein by this reference
                 ("Purchase Order Forms") and shall govern and control the
                 terms of each purchase by Kmart of Products hereunder;
                 provided, that in the event of a conflict between the terms
                 set forth in a Specific Purchase Order and in this Agreement,
                 the terms set forth in this Agreement shall be determinative
                 of such conflict.  Each Specific Purchase Order may be
                 accepted or rejected by NewTech, provided that: (i) NewTech's
                 failure to provide Kmart with written notice of rejection of
                 any Specific Purchase Order within five (5) days of Kmart's
                 issuance thereof shall constitute NewTech's acceptance of such
                 Specific Purchase Order;  [ ] Notwithstanding the foregoing,
                 NewTech shall use its best efforts to fill all Specific
                 Purchase Orders placed by Kmart in less than ninety (90) days
                 from the required delivery date.  [ ] Notwithstanding the
                 foregoing, Kmart shall not be relieved of any obligation to
                 pay for conforming Products timely delivered to or on behalf
                 of Kmart in accordance with any Specific Purchase Order.

                 Subject to Sections 5.1 above and 5.2  below, in the event
                 that Kmart fails to place the Minimum Product Orders in any of
                 the Categories specified above within any of the periods
                 specified above, then Kmart shall be required to pay NewTech
                 within thirty (30)





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                 days following the end of any such period, as NewTech's sole
                 and exclusive remedy hereunder and upon receipt of an invoice
                 from NewTech therefor, an amount equal to (i) (A) the Minimum
                 Product Orders in such Category less (B) the Actual Order
                 Amount in such Category multiplied by (ii) four percent (4%)
                 in the Video Category and five percent (5%) in all other
                 Categories (the "Fee(s)").  The "Actual Order Amount" for
                 purposes of this Section 5.1 shall mean, subject to Section
                 5.1 above and Section 5.2 below, the positive amount, if any,
                 obtained by adding (i) the actual amount of Products ordered
                 by Kmart in the applicable Category during the applicable
                 Period (adjusted upwards pursuant to Section 5.1 above and 5.2
                 below) and (ii) the excess, if any, of (A) the actual amount
                 of Products ordered by Kmart in the applicable Category during
                 the Period (adjusted upwards pursuant to Section 5.1 above and
                 5.2 below) immediately prior to the applicable Period (the
                 "Prior Period") less (B) the Minimum Product Orders in the
                 applicable Category for the Prior Period.  In no event,
                 however, shall NewTech's Fees (for both ordered and unordered
                 Products) ever exceed the amount NewTech would have received
                 in any Category under Section 5.1 herein if Kmart had met all
                 Minimum Product Order commitments stated therein, and NewTech
                 shall reconcile and refund all Fees received in excess thereof
                 subject to Section 7.1.2 hereof.  For example, assuming all
                 Specific Purchase Orders are performed by Kmart and NewTech in
                 accordance with their respective terms, if during the Period
                 from the execution date of this Agreement through June 30,
                 1998, Kmart's Product Orders in the Video Category are equal
                 to an aggregate of $60.0 million and if during the period from
                 July 1, 1998 through June 30, 1999, Kmart's Product Orders in
                 the Video Category are equal to an aggregate of $50.0 million,
                 then Kmart shall pay NewTech an amount equal to $88,000 on or
                 before July 30, 1999 ([$57.2 million - $50.0 million] - [$60.0
                 million - $55.0 million]) x (.04).  Kmart shall not have the
                 right to offset the amount of Product orders in a particular
                 Category against Product Orders in any other Category.

         5.2     Reduction of Minimum Product Orders.  In the event that during
                 any Period aggregate retail sales of Products in the United
                 States for a particular Category have decreased from the Prior
                 Period (the amount of such reduction of sales in the United
                 States of Products in any particular Category is hereinafter
                 expressed as a percentage, and the amount by which such
                 percentage exceeds 10% is hereinafter referred to as the
                 "Reduction Percentage"), then the Minimum Product Orders for
                 that Category for the Period following the Prior Period (the
                 "Adjustment Period") shall be reduced.  This reduction shall
                 be in an amount (the "Reduction Amount") equal to (i) the
                 higher of (A) the Minimum Product Order commitment for the
                 applicable Category for the Adjustment Period or (B) the
                 actual Product Orders by Kmart of the Products in the
                 applicable Category during the Prior Period (the "Actual Prior
                 Period Orders") multiplied by (ii) the Reduction Percentage.
                 The Reduction Amount will then be subtracted from the higher
                 of (i) the Minimum Product Order commitment for the applicable
                 Category for the Adjustment Period or (ii) the Actual Prior
                 Period Orders, to determine the new Minimum Product Order
                 commitment for the applicable Category for the Adjustment
                 Period; provided, however, that if this computation yields an
                 amount greater than the Minimum Product Order commitment for
                 such Period, then no adjustment shall be made.  In addition,
                 an adjustment may only be made to the extent that it would not
                 reduce the Minimum Product Order commitment for the Adjustment
                 Period below 80% of the amount specified for such Period for
                 the applicable Category under Section 5.1.  All computations
                 will be based on prices that do not include any internal Kmart
                 charges.  By way of example only, if sales of products in the
                 Video Category in the United States decrease by 30% during the
                 Period from July 1, 1999 to June 30, 2000 and Kmart orders
                 from New Tech $67.5 million of Products in the Video Category
                 during the Period from July 1, 1999 to June 30, 2000, then
                 Kmart may reduce the Minimum Product Orders for Products in
                 the Video Category for the Period from July 1, 2000 to June
                 30, 2001 from $61.9 million to $54.0 million ([30%-10%] x
                 $67.5=$13.5 million; $13.5 million subtracted from $67.5
                 million = $54.0 million; however, the Minimum Product Orders
                 can never be





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<PAGE>   8
                 reduced under this Section 5.2 by more than 80% of $61.9
                 million (which equals $49.52 million).  For purposes of this
                 Section 5.2, Sales of Products in the United States within a
                 particular Category shall be determined by reference to
                 applicable information published in the most widely-circulated
                 trade publication containing such information; provided, that
                 if Kmart and NewTech are unable to agree upon the publication
                 from which such information is to be derived, then the
                 applicable information shall be derived by reference to a
                 trade publication selected by Kmart and a trade publication
                 selected by NewTech, and the applicable sales information
                 shall be determined on the basis of the average of the data
                 contained in the two publications.

         5.3     Retail Sales Price.  Kmart shall have sole discretion in
                 setting the sales price for the sale of the Products to its
                 customers.



6.       DELIVERY

         6.1     Availability of Products.  Products shall be shipped in
                 accordance with the Specific Purchase Orders.  NewTech shall
                 use its reasonable best efforts to make available to Kmart
                 sufficient quantities of the Products to satisfy Kmart's
                 Product Orders.

         6.2     Product Forecasts.  To assist NewTech in production scheduling
                 for the manufacture of the Products, Kmart shall provide to
                 NewTech, monthly, a six month rolling forecast of its
                 requirements for Products.  The first forecast shall be
                 provided by Kmart to NewTech within thirty (30) business days
                 of the Execution Date of this Agreement (to forecast the
                 requirements for the six months ended June 30, 1997 and for
                 the next five succeeding calendar months) and thereafter shall
                 be provided to NewTech on or before the 20th day of each month
                 (to forecast the requirements for the next six succeeding
                 calendar months).  It is understood and agreed that all
                 forecasts are estimates only and Kmart shall only be bound to
                 purchase the Products pursuant to Specific Purchase Orders
                 issued by it to NewTech, subject to the satisfaction of the
                 Minimum Product Order commitment set forth in Section 5.1
                 hereof; and the Fee on any shortfall in the Minimum Product
                 Order for any Category and Kmart's payment for conforming
                 Products ordered and timely delivered through the date of
                 Termination shall be NewTech's sole and exclusive remedy
                 hereunder.

         6.3     Shipping Arrangements; Risk of Loss.  The shipping
                 arrangements, insurance and risk of loss relating to Products
                 purchased hereunder shall be specified in each Specific
                 Purchase Order.


7.       MANUFACTURE OF PRODUCTS; PRICE AND PAYMENT TERMS

         7.1     Manufacture of Products.  [ ] In each such case, NewTech shall
                 be solely responsible for making timely submission to WCI and
                 timely written communication to Kmart of any rejection; and
                 Kmart shall have no liability, whatsoever, for any claim or
                 failure relating to or arising from this Section 7.1

                7.1.1     Direct NewTech Orders.   In the event that Kmart
                          elects in its sole and absolute discretion to procure
                          the manufacture of Products directly by or on behalf
                          of NewTech, then Kmart shall enter into an agreement
                          with NewTech for such Products as Kmart desires to
                          purchase and NewTech is willing to manufacture
                          pursuant to a purchase order identical in all
                          respects to the Purchase Order Form annexed hereto as
                          Exhibit C for domestic orders and Exhibit D for
                          import orders (the "Direct Purchase Order").  The
                          price to Kmart of


                                       7

<PAGE>   9
                          Products under a Direct Purchase Order, and all other
                          terms and conditions not specified in this Agreement
                          or in the Purchase Order Form,, shall be determined
                          by mutual agreement acceptable to each of Kmart and
                          NewTech in its sole discretion at or prior to the
                          time the applicable Direct Purchase Order is issued
                          by Kmart and accepted by NewTech.

                 7.1.2[ ]



                 7.1.8    Invoicing Requirements/Payment Terms.

                          A.      NewTech will follow the invoicing
                                  requirements provided by Kmart from time to
                                  time.

                          B.      Payment for all Direct NewTech Orders of
                                  Products f.o.b. Asia ("Import Products") and
                                  purchased hereunder shall be as follows: (i)
                                  Direct NewTech Orders shall be made by wire
                                  transfer within five (5) business days
                                  following the receipt of goods ("ROG")
                                  provided the International Department has
                                  received (i) the original invoice, (ii) an
                                  original signed bill of lading and (iii) the
                                  customary signed Kmart inspection certificate
                                  for goods manufactured overseas.

                          C.      Payment for all domestic Direct NewTech
                                  Orders purchased hereunder shall be made by
                                  check issued within ten (10) business days of
                                  receipt of goods ("ROG") provided Kmart has
                                  received the applicable invoice.



                          D.      [ ]



         7.1.9   Stand-by Letter of Credit.  Kmart shall open, within ten (10)
                 business days of the Execution Date, a transferable and
                 assignable stand-by irrevocable letter of credit in the sum of
                 $10,000,000 in favor of NewTech from a financial institution
                 reasonably acceptable to NewTech ("Letter of Credit") which
                 can only be drawn upon for Kmart's failure to pay for Direct
                 NewTech Orders of conforming Products which are timely shipped
                 f.o.b. Asia as further described in this Section and for no
                 other reason (including, but not limited to, any NewTech
                 Payment) NewTech shall have as its sole and exclusive remedy
                 for Kmart's failure to pay for such Products, notwithstanding
                 Section 10.3 herein, the right to draw on the Letter of Credit
                 at any time and from time to time provided all of the
                 following procedures are followed by NewTech and all of the
                 following conditions are met:  (i) Kmart has failed to pay for
                 such Products as provided herein (ii) NewTech has provided
                 Kmart with the required written notice and opportunity to cure
                 pursuant to Section 10.3 herein and has submitted an affidavit
                 signed by the Chief Financial Officer of NewTech as follows:
                 "NewTech has timely delivered conforming Products f.o.b. Asia
                 to Kmart,  Kmart has taken deliveries of such Products and
                 NewTech has invoiced Kmart therefor. Kmart Corporation owes
                 NewTech $_______ pursuant to invoices [invoice numbers to be
                 inserted] (iii) A copy of such invoices and the corresponding
                 inspection certificates indicating that the Products have
                 passed inspection and corresponding original bills of lading
                 duly signed by an authorized officer of Kmart are annexed to
                 the affidavit; (iv);Kmart has failed to pay the amount owing
                 when due after receipt of an invoice therefor and a notice
                 specifying such amount and describing the obligation including
                 respective purchase order number(s),(v).  Kmart has received
                 such notice on __________, sixty (60) days have elapsed (for
                 individual obligations of up to $2 million) or thirty (30)
                 days have elapsed (for individual obligations of more than $2





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<PAGE>   10

                 million), and Kmart has failed to pay the amount owing or
                 provide proof that the amount is not owing.

                 NewTech shall provide Kmart with ten (10) days prior written
                 notice of its intent to submit such affidavit to draw on the
                 Letter of Credit and shall not be entitled to submit such
                 affidavit if Kmart can prove payment of the amount claimed
                 owing or that the goods were not conforming or timely
                 delivered or otherwise resolve the dispute within such ten
                 (10) day period. The Letter of Credit shall be in form and
                 substance reasonably satisfactory to NewTech and shall
                 terminate on  December 15, 1997.

         7.1.10  Currency Exchange.  Prices charged Kmart and payments made by
                 Kmart to NewTech for the Products shall be in U.S. dollars.


8.       RETURNS, ALLOWANCES AND WARRANTIES

         8.1     Terms of Specific Purchase Order to Control.  The terms and
                 conditions of this Agreement, including the Purchase Order
                 Forms, as well as the terms and conditions set forth in each
                 Specific Purchase Order shall determine the rights and
                 obligations of the parties with respect to returns, allowances
                 and warranties relating to Products ordered thereunder.


9.       DAMAGES, INDEMNIFICATION AND INSURANCE

         9.1     Indemnification. To the fullest extent permitted by law,
                 NewTech shall reimburse, indemnify, defend and hold harmless,
                 Kmart, its directors, officers and employees and subsidiaries
                 and affiliates and each of their respective directors,
                 officers and employees from and against any damage, loss,
                 expense or penalty, or any claim or action therefor, by or on
                 behalf of any person or entity, arising out of the performance
                 or failure of performance of this Agreement including but not
                 limited, to any claim or failure with respect to Sections 2 or
                 3 hereof.

                 NewTech shall reimburse, indemnify, defend and hold harmless
                 Kmart , its directors, officers and employees and subsidiaries
                 and affiliates and each of their respective directors,
                 officers and employees from and against all third-party claims
                 alleging that any Products and or any Right furnished under
                 this Agreement infringe any patent, copyright, trademark or
                 other proprietary right or constitute a misuse of any trade
                 secret information and shall pay all costs, attorneys fees,
                 settlement payments and damages arising in connection with any
                 such claims.  Kmart agrees to timely advise NewTech of any
                 such suit, claim or proceeding, and to extend reasonable
                 cooperation to NewTech in the defense or settlement of such
                 suit, claim or proceeding, but NewTech shall have sole control
                 thereof.  In the event that an injunction is obtained against
                 Kmart's use, purchase, distribution, sale, marketing and/or
                 promotion of any Products and/or any Right in whole or in
                 part, NewTech shall promptly, at its option either: (a)
                 procure for Kmart the right to continue using, purchasing,
                 distributing, selling, marketing and/or promoting such
                 Products enjoined from use, or (b) replace or modify the same
                 so that Kmart's use, sale or possession is not subject to any
                 such injunction, or (c) at Kmart's option refund to Kmart all
                 amounts paid to NewTech for such Products and such Right,
                 including but not limited to all NewTech Payments.

         9.2     Insurance. NewTech shall, during the Term of this Agreement,
                 maintain the following insurance coverages as indicated or as
                 required by law, whichever shall be greater, with





                                       9
<PAGE>   11

                 insurers in good standing and authorized to do business under
                 the laws of the State(s) where performance hereunder shall
                 occur:

                 (a)      Comprehensive General Liability, naming Kmart as an
                          additional insured including, but not limited to,
                          Contractual Liability and Products Liability, with
                          broad form property damage and bodily injury
                          (including Personal Injury) coverage.  The minimum
                          limits for each shall be $2,000,000 per occurrence.

                 (b)      All insurance required in Exhibits B and C hereto, as
                          well as that required under each Purchase Order.

                 (c)      Employee fidelity insurance, workers compensation
                          insurance and employer's liability insurance as
                          required by all applicable federal, state or other
                          laws, rules or regulations.

                 Prior to execution of this Agreement, NewTech shall tender to
                 Kmart certificates of insurance evidencing the coverage
                 required to be maintained by NewTech hereunder.  The
                 certificates must provide that no change or cancellation of
                 insurance shall be made without thirty (30) days prior written
                 notice to Kmart.

         9.3     Survival.  The provisions of this Section 9 shall survive the
                 termination or expiration of this Agreement.

10.      TERM AND TERMINATION

         10.1    Term.  The Term of this Agreement shall be a period commencing
                 on the Execution Date and terminating on June 30, 2004, unless
                 earlier terminated in accordance with this Section 10 of this
                 Agreement.

         10.2    Extension of Terms.  If neither Kmart nor NewTech terminate
                 this Agreement pursuant to Section 10.3, 10.4 or 10.5, as
                 applicable, Kmart shall have the right to extend the term of
                 this Agreement for successive one-year periods through June
                 30, 2011, by delivering written notice to NewTech of its
                 desire to so extend this Agreement on or before May 30 of any
                 year during the Term or any extension period, as applicable.
                 Upon any such extension, the Minimum Product Orders for each
                 Category shall be increased at an annual rate of no more than
                 four percent (4%) from the amount of Minimum Product Orders in
                 the immediately preceding year during each year in which the
                 Term has been so extended.  Kmart may terminate this Agreement
                 without cause on sixty (60) days prior written notice at any
                 time during any extension period without cost or penalty.

         10.3    Termination by Either Party. The occurrence of one or more of
                 the following events shall constitute a default of the party
                 responsible for the occurrence of such event ("Default"):

                 (a)      Material breach of the Agreement, including, without
                          limitation, (i) the failure of NewTech to supply
                          Products and/or provide services as provided for
                          herein with such diligence as will insure compliance
                          with all delivery, installation, completion and other
                          dates specified herein, (ii) the failure of Kmart to
                          pay or reimburse any material amounts which are due
                          to be paid or reimbursed hereunder; (iii) any failure
                          relating to Section 2.1, Section 3.1.4 and/or Section
                          9 herein; or (iv) Salton's breach of the Salton
                          Agreement;

                 (b)      Failure or material breach of any material condition,
                          obligation, covenant, representation or warranty set
                          forth herein; or





                                       10
<PAGE>   12


                 (c)      Insolvency, or the institution of proceedings by or
                          against a party under any federal or state bankruptcy
                          or insolvency law or an assignment for the benefit of
                          all or substantially all creditors which proceeding
                          is not stayed within sixty (60) days of filing; or
                          the cessation of operations or doing business for any
                          reason.

                 Upon the occurrence of a Default, the non-defaulting party
                 shall provide written notice (the "Notice") to the defaulting
                 party specifying the nature of the Default and the conduct
                 required to cure such Default.  The defaulting party shall
                 have 60 days following the date the Notice is received by the
                 non- defaulting party to cure the Default (30 days for
                 non-payment by Kmart under a Specific Purchase Order where the
                 amount involved exceeds $2,000,000).  If the Default is not
                 cured by the defaulting party within such period, the
                 non-defaulting party may elect to either specifically enforce
                 performance hereof or terminate this Agreement.  If, however,
                 Kmart Defaults, NewTech's remedies shall not exceed the amount
                 NewTech would have received as its sole and exclusive remedy
                 under Section 5 herein with respect to Minimum Product Orders
                 which have not been placed as of the effective date of the
                 Default or Termination.  In the event of NewTech's Default or
                 wrongful termination of this Agreement, Kmart shall not owe
                 NewTech any damages under Section 5 of this Agreement.

                 A party's failure to demand cure of or terminate this
                 Agreement as a result of a prior Default shall not be deemed a
                 waiver by the party of the right to demand cure of or to
                 terminate this Agreement as a result of a subsequent Default.
                 Unless otherwise indicated to the contrary in this Agreement,
                 the rights set forth hereinabove are cumulative and in
                 addition to those otherwise provided by law.

         10.4    Termination at Option of Kmart.  (a) Kmart shall have the
                 right to terminate this Agreement without cause in its sole
                 discretion effective on June 30, 2002, by giving NewTech
                 written notice at any time up to June 30, 2000.  Following
                 delivery of such notice to NewTech, the parties shall continue
                 to be bound by all of the terms and conditions of this
                 Agreement through June 30, 2002; provided, that the Minimum
                 Product Purchase commitment, for the period of July 1, 2001
                 through June 30, 2002, as set forth in Section 5.1 hereof,
                 shall be reduced to 25% of the amounts set forth in said
                 Section 5.1; and provided further, that after June 30, 2000,
                 NewTech may commence marketing plans for the sale of Products
                 to any other Person, including other Discount Department
                 Stores, and, after July 31, 2001 NewTech may market and sell
                 Products to any other Person, including Discount Department
                 Stores, notwithstanding Section 2.1 hereof. If Kmart does not
                 elect to terminate this Agreement in accordance with the
                 foregoing sentences of this Section 10.4, then Kmart shall
                 have the right to terminate this Agreement without cause in
                 its sole discretion effective June 30, 2003 and on each June
                 30 thereafter during the term of this Agreement by giving
                 written notice to NewTech of its desire to so terminate this
                 Agreement.  Upon any such termination, Kmart shall owe nothing
                 to NewTech beyond payment for Products accepted by Kmart as of
                 the effective date of termination.  Kmart shall be required to
                 perform all Specific Purchase Orders issued prior to the
                 effective date of such termination, and Kmart shall have no
                 further obligation following such termination.

                 (b) Notwithstanding the foregoing, it is specifically agreed
                 by the parties hereto that in the event Kmart terminates the
                 Agreement at any time and such termination is not in
                 accordance with this Section 10.4(a), or is otherwise in
                 violation or breach of this Agreement, Kmart's liability
                 hereunder shall not exceed an amount equal to the Fees
                 specified in Section 5 herein for the Minimum Product Orders
                 which have not been placed as of the effective date of such
                 termination and for payment for Orders of conforming Products
                 timely delivered through the date of such termination, Kmart
                 shall be required to perform all Specific Purchase Orders
                 issued prior to the effective date of such termination, and
                 Kmart shall have no further obligation following such
                 termination.





                                       11
<PAGE>   13


         10.5    Termination at Option of NewTech.  NewTech shall have the
                 right to terminate this Agreement effective on  June 30, 2002,
                 by giving Kmart written notice at any time up to June 30,
                 2000.  Following delivery of such notice to Kmart, the parties
                 shall continue to be bound by all of the terms and conditions
                 of this Agreement through June 30, 2002; provided, that the
                 Minimum Product Purchase commitment, for the period of July 1,
                 2001 through June 30, 2002, as set forth in Section 5.1
                 hereof, shall be reduced to 25% of the amounts set forth in
                 said Section 5.1; and provided further, that after June 30,
                 2000, NewTech may commence marketing plans for the sale of
                 Products to any other Person, including other Discount
                 Department Stores, and, after July 31, 2001 NewTech may market
                 and sell Products to any other Person, including Discount
                 Department Stores, notwithstanding Section 2.1 hereof.  In the
                 event that NewTech does not elect to terminate this Agreement
                 in accordance with the foregoing sentences of this Section
                 10.5, then NewTech shall have the right to terminate this
                 Agreement without cause in its sole discretion effective June
                 30, 2003 and on each June 30 thereafter during the term of
                 this Agreement by giving at least 12 months prior written
                 notice to Kmart of its desire to so terminate this Agreement.
                 Upon any such termination, Kmart shall owe nothing to NewTech
                 beyond payment for Products accepted by Kmart as of the
                 effective date of such termination.

         10.6    Duties Following Termination.  Upon Termination of this
                 Agreement, neither party shall have any obligation to the
                 other party except as hereinafter set forth in this Section
                 10.6.  Notwithstanding the termination or expiration of this
                 Agreement pursuant to this Article 10 or any other provision
                 of this Agreement, unless otherwise indicated in this
                 Agreement, all rights and obligations which were incurred or
                 which matured under specific Purchase Orders issued prior to
                 the effective date of termination or expiration shall survive
                 termination and be subject to enforcement under the terms of
                 this Agreement.  Termination of this Agreement shall not
                 affect any duty of Kmart or NewTech under Sections 9.1, 11.1,
                 11.2, 11.3, 12.1, 12.4, 12.6, 12.11, 12.13 or 12.14 existing
                 prior to the effective date of termination or expiration, all
                 of which are intended to survive termination. Kmart shall have
                 the right to distribute, sell, market and promote all existing
                 inventory of Products ordered pursuant to Specific Purchase
                 Orders prior to the termination of this Agreement, and to use
                 all packaging materials, labels, tags, signage, advertising
                 and promotional materials to effectuate the sale of such
                 Products.

         10.7    Non-interference.  Except for negotiations involving NewTech
                 or with a Third Party Manufacturer, , Kmart agrees that,
                 except with NewTech, it will not, during the Term of this
                 Agreement or any extension or renewal thereof negotiate,
                 obtain information or discuss with or enter into any agreement
                 with any person or entity covering the licensing, purchase,
                 sale, marketing or distribution of the Trademark for any of
                 the Categories of Product purchased by Kmart from NewTech.

         10.8    Termination of Salton Agreement.  If the Salton Agreement is
                 terminated at any time for any reason, Kmart may, in its sole
                 option, elect to terminate this Agreement, and upon such
                 termination, owe nothing further under this Agreement beyond
                 payment for Products accepted and sold by Kmart through the
                 date of termination.

11.      CONFIDENTIALITY/PRESS RELEASES

         11.1    Confidentiality and Non-Disclosure. NewTech agrees that any
                 and all information in any form that is provided to NewTech or
                 any of its representatives as part of this Agreement is
                 provided and received in confidence, and NewTech, shall at all
                 times preserve and protect the confidentiality of such
                 information, and of any other proprietary or non-public
                 information of or relating to Kmart or any of its related
                 companies of which it or any of its





                                       12
<PAGE>   14


                 representatives becomes aware or acquires during the
                 performance of this Agreement (such information is hereinafter
                 referred to as "Confidential Information"). NewTech also
                 agrees that it shall take all reasonable steps to ensure that
                 such Confidential Information will not be disclosed to, or
                 used by any person, association or entity except its own
                 employees, and then only to the extent necessary to permit it
                 to perform this Agreement.

                 Each of NewTech and Kmart agrees to keep the Minimum Product
                 Orders, pricing, and Term of this Agreement (including rights
                 of extension and termination) strictly confidential, except
                 that each of NewTech and Kmart shall be permitted to disclose
                 any and all information concerning the transactions
                 contemplated hereby to the extent it is legally required to do
                 so, whether under applicable securities laws or otherwise,
                 provided, that NewTech will use its reasonable best efforts to
                 file with the Securities and Exchange Commission or any other
                 applicable regulator or court a request for confidential
                 treatment of the pricing and other business terms set forth in
                 this Agreement.

                 In the course of performance of this Agreement, NewTech may
                 disclose certain information to Kmart which NewTech considers
                 proprietary and confidential.  In order to be considered as
                 proprietary and confidential and, thus, subject to the
                 following restrictions, NewTech must comply with both of the
                 following requirements prior to disclosure of the information:
                 (i) the information must be clearly and conspicuously
                 identified in writing as "PROPRIETARY AND CONFIDENTIAL
                 INFORMATION OF NEWTECH'; and (ii) NewTech must limit its
                 dissemination of the information to an authorized
                 representative of Kmart (i.e., one listed on attached Exhibit
                 E) with a need to know such information in furtherance of the
                 performance of this Agreement (the "Authorized Recipient")
                 Provided NewTech has complied with (i) and (ii) above, the
                 Authorized Recipient shall maintain the confidentiality of
                 such information to the same extent Kmart protects its own
                 proprietary information and shall not disclose it to anyone
                 other than Kmart employees, agents and/or consultants with a
                 need to know who shall also be subject to this restriction.

                 Confidential Information shall not include information that a
                 party can demonstrate by written evidence:

                 (i)      is in the public domain (provided that information in
                          the public domain has not and does not come into the
                          public domain as a result of the disclosure by the
                          receiving party or any of its Affiliates);

                 (ii)     is known to the receiving party or any of its
                          Affiliates prior to the disclosure by the other
                          party; or





                                       13
<PAGE>   15


                 (iii)    becomes available to the party on a non-confidential
                          basis from a source other than an Affiliate of that
                          party or the disclosing party.

         11.2    Press Releases. NewTech shall not issue any press releases
                 relating to this Agreement or its relationship with Kmart
                 without the prior written approval by an authorized
                 representative of either the Corporate Affairs Department or
                 Investor Relations Department at Kmart as to the contents
                 hereof.

         11.3    The press release, confidentiality and non-disclosure
                 obligations contained herein shall survive and continue after
                 termination of this Agreement or any related agreements the
                 parties may execute, and shall bind each of NewTech's and
                 Kmart's legal representatives, successors and assigns.

12.      GENERAL TERMS AND CONDITIONS

         12.1    Dispute Resolution.  All disputes arising out of, or in
                 relation to, this Agreement (other than disputes arising out
                 of any claim by a third party in an action commenced against a
                 party) shall be referred for decision forthwith to a senior
                 executive of each party who is not personally involved in the
                 dispute.  If no agreement can be reached through this process
                 within thirty (30) days of request by one party to the other
                 to nominate a senior executive for dispute resolution, then
                 either party shall be entitled to pursue any and all available
                 legal remedies.

         12.2    No Assignment.  Other than as specifically set forth in this
                 Agreement, this Agreement may not be assigned nor may the
                 performance of any duties hereunder be delegated by either
                 party without the prior written consent of the other party;
                 provided, that any such attempted assignment shall be void and
                 shall not relieve the assignor from any of its obligations
                 hereunder or under any other document or agreement delivered
                 by such party pursuant to, or delivered (or acknowledged to
                 have been delivered) contemporaneously with or in connection
                 with the execution of, this Agreement, which shall continue to
                 be binding upon such party notwithstanding any such attempted
                 assignment.

         12.3    Notices.  Any notice required or permitted to be given under
                 this Agreement shall be sufficiently given if in writing and
                 delivered by registered or certified mail (return receipt
                 requested), facsimile (with confirmation of transmittal),
                 overnight courier (with confirmation of delivery), or hand
                 delivered to the appropriate party at the address set forth
                 below, or at such other address as such party may from time to
                 time specify for that purpose in a notice similarly given:


<TABLE>
                 <S>                                           <C>
                 If to NewTech:                                New M-Tech Corporation
                                                               16550 N.W. 10th Avenue
                                                               Miami, Florida 33169
                                                               Attn: Joel Newman
                                                               Fax: (305) 624-8901

                 with a copy to (other than regularly          Greenberg, Traurig, Hoffman, Lipoff,
                 prepared notices, reports, etc. required        Rosen & Quentel, P.A.
                 to be delivered hereunder):                   1221 Brickell Avenue
                                                               Miami, Florida 33131
                                                               Attn: Cesar L. Alvarez
                                                               Fax: (305) 579-0717
</TABLE>





                                       14
<PAGE>   16

<TABLE>
 <S>                                           <C>
 If to Kmart:                                  Kmart Corporation
                                               3100 W. Big Beaver Road
                                               Troy, Michigan 48084
                                               Attn:  Divisional Vice President
                                                      Home Electronics/Home Appliances
                                               Fax:   (810) 643-1054

 with a copy to (other than regularly          Kmart Corporation
 prepared notices, reports, etc. required      Legal Department
 to be delivered hereunder):                   3100 W. Big Beaver Road
                                               Troy, Michigan 48084
                                               Attn:  General Counsel
</TABLE>

                 Any such notice shall be effective (i) if sent by mail, as
                 aforesaid, three (3) business days after mailing, (ii) if sent
                 by facsimile, as aforesaid, when sent, and (iii) if sent by
                 courier or hand delivered, as aforesaid, when received.
                 Provided, that if any such notice shall have been sent by mail
                 and if on the date of mailing thereof or during the period
                 prior to the expiry of the third business day following the
                 date of mailing there shall be a general postal disruption
                 (whether as a result of rotating strikes or otherwise) in the
                 United States, then such notice shall not become effective
                 until the third business day following the date of resumption
                 of normal mail service.

         12.4    Governing Law and Consent to Jurisdiction. THIS AGREEMENT
                 SHALL BE DEEMED TO HAVE BEEN EXECUTED AND DELIVERED IN TROY,
                 MICHIGAN, AND SHALL BE CONSTRUED, INTERPRETED AND ENFORCED
                 UNDER AND IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
                 MICHIGAN.  NEWTECH AGREES TO EXERCISE ANY RIGHT OR REMEDY IN
                 CONNECTION WITH THIS AGREEMENT EXCLUSIVELY IN, AND HEREBY
                 SUBMITS TO THE JURISDICTION OF, THE STATE OF MICHIGAN COURTS
                 OF OAKLAND COUNTY, MICHIGAN OR THE UNITED STATES DISTRICT
                 COURT IN DETROIT, MICHIGAN.

         12.5    Binding Agreement.  This Agreement shall be binding upon the
                 parties hereto, and their respective successors and permitted
                 assigns, whether by operation of law or otherwise.

         12.6    Entire Agreement.  This Agreement and all other documents and
                 instruments specifically incorporated by reference herein
                 contain the entire agreement and understanding of the parties
                 with respect to the subject matter hereof and thereof and
                 supersedes all negotiations, prior discussions and agreements
                 relating to the subject of this Agreement. Any terms or
                 conditions in any forms of NewTech used in the performance of
                 this Agreement which are in conflict with or in addition to
                 the terms and conditions of this Agreement shall be void. This
                 Agreement may not be amended or modified except by a written
                 instrument signed by all of the parties hereto.

         12.7    Headings.  The headings to the various articles and paragraphs
                 of this Agreement have been inserted for convenience only and
                 shall not affect the meaning of the language contained in this
                 Agreement.

         12.8    Waiver.  The waiver by any party of any breach by another
                 party of any term or condition of this Agreement shall not
                 constitute a waiver of any subsequent breach or nullify the
                 effectiveness of that term or condition.

         12.9    Counterparts.  This Agreement may be executed in identical
                 duplicate copies exchanged by facsimile transmission.  The
                 parties agree to execute two identical original copies of the
                 Agreement after exchanging signed facsimile versions.  Each
                 identical counterpart





                                       15
<PAGE>   17

                 shall be deemed an original, but all of which together shall
                 constitute one and the same instrument.

         12.10   Severability of Provisions.  If, for any reason whatsoever,
                 any term, covenant or condition of this Agreement or the
                 application thereof to any party or circumstance is to any
                 extent held or rendered invalid, unenforceable or illegal,
                 then such term, covenant or condition:

                 (i)      is deemed to be independent of the remainder of such
                          document and to be severable and divisible therefrom
                          and its validity, unenforceability or illegality does
                          not affect, impair or invalidate the remainder of
                          such document or any part thereof; and

                 (ii)     continue to be applicable and enforceable to the
                          fullest extent permitted by law against any party and
                          circumstances other than those as to which it has
                          been held or rendered invalid, unenforceable or
                          illegal.

         12.11   Limitation on Damages.  Except with respect to NewTech's
                 liability under Section 9 of this Agreement, neither party
                 shall be liable to the other party for incidental,
                 consequential, punitive or exemplary damages arising in
                 connection with this Agreement or the performance, omission of
                 performance or termination hereof, even if said party has been
                 advised of the possibility of such damages and without regard
                 to the nature of the claim or the underlying theory or cause
                 of action (whether in contract, tort or otherwise).  In
                 addition, in no event shall Kmart be liable for direct or any
                 other damages in excess of the amount to which NewTech is
                 entitled to under Section 5 herein for Minimum Product Orders
                 which have not been placed as of the effective date of the
                 Default or Termination plus payment due for Products accepted
                 by Kmart as of such date, nor shall Kmart's aggregate
                 liability under this Agreement exceed such amount.

         12.12   Force Majeure.  Time is of the essence in the performance of
                 all parts of this Agreement; provided, however, performance by
                 either party shall be excused during the period in which such
                 performance is made reasonably impossible because of a strike,
                 act of God or change in laws ("Force Majeure").  NewTech,
                 however, shall use reasonable diligence to procure substitute
                 performance.  If the period during  which performance is
                 excused due to Force Majeure exceeds ten (10) days, then
                 either party may terminate its obligations under any Specific
                 Purchase Orders without liability, and such cancelled Order(s)
                 shall continue to count towards fulfillment of the commitments
                 set forth in Section 5 herein.  If the period of Force Majeure
                 excusing NewTech's performance exceeds 120 days and such
                 non-performance relates to more than 20% of the Minimum
                 Product Orders during any Period, then Kmart may terminate
                 this entire Agreement without further obligation to NewTech.
                 Upon any such termination, nothing shall be due from Kmart
                 beyond payment for Products accepted by Kmart as of the
                 effective date of termination.

         12.13   Kmart Marks.  NewTech acknowledges Kmart Properties Inc.'s
                 ("KPI") exclusive right, title and interest in and to all
                 trademarks, trade names, service marks, logos, assignees,
                 program and event names, identifications and other proprietary
                 rights and privileges which it licenses to Kmart with the
                 right to sublicense (the "Kmart Marks").  This Agreement and
                 its various provisions are not a license or assignment of any
                 right, title or interest in the Kmart Marks by KPI or Kmart to
                 NewTech.  NewTech shall not in any manner represent that it
                 has any ownership in the Kmart Marks and shall not do or cause
                 to be done anything impairing Kmart's exclusive license in the
                 Kmart Marks.  NewTech shall not use, print or duplicate the
                 Kmart Marks except and only if NewTech has obtained prior
                 approval as provided herein.  NewTech's use of the Kmart Marks
                 is limited





                                       16
<PAGE>   18

                 to the Term of this Agreement; upon termination hereof,
                 NewTech shall immediately cease all use of the Kmart Marks.
                 NewTech shall not assign or attempt to assign any rights with
                 regard to the Kmart Marks which arise hereunder; any such
                 attempted assignment shall be void.

         12.14   White Westinghouse Marks.  Kmart acknowledges WCI's exclusive
                 right, title and interest in and to the Trademarks.  This
                 Agreement and its various provisions are not a license or
                 assignment of any right, title or interest in the Trademark or
                 the License Agreement by NewTech or WCI to Kmart.  Kmart shall
                 not do or cause to be done anything impairing NewTech's
                 exclusive license in the Trademark. Kmart's use of the
                 Trademark is limited to the terms and conditions contained in
                 this Agreement; upon termination hereof, Kmart shall
                 immediately cease all use of the Trademark other than in
                 connection with the sale, advertising or merchandising of
                 Product inventory and order commitments (if any) existing at
                 the time of such termination.  Kmart shall not assign or
                 attempt to assign any rights with regard to the Trademark
                 which arise hereunder; any such attempted assignment shall be
                 void.

         12.15   No Third Party Beneficiaries.  The parties hereto expressly
                 agree that there shall be no third party beneficiaries to this
                 Agreement.

         IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the Execution Date.


 NEW M-TECH CORPORATION                                 KMART CORPORATION

 By:                                                    By:
    ----------------------                                 --------------------
 (Signature)                                            (Signature)
 Name:                                                  Name:
      --------------------                                   ------------------
 Title:                                                 Title:
       -------------------                                    -----------------





                                       17
<PAGE>   19

                                                                       EXHIBIT A

                            DESCRIPTION OF PRODUCTS





Audio:                          radios, phonographs, tape decks and tapes, CD
                                players, compact home stereo systems and home
                                theater systems and audio accessories.

Video:                          televisions, videocassette recorders and
                                TV/VCR combinations and video accessories.

Telephones

Telephone answering machines

Telephone accessories
<PAGE>   20

                                 SCHEDULE 1.2

                          DISCOUNT DEPARTMENT STORES




Ames Dept. Stores
Baby Superstore
Best Buy
Best Products Co.
Bradlees
Caldor Corp.
Circuit City Stores
Comp USA
Consolidated Stores
Dayton Hudson/Target
Dollar General
Dollar Tree Stores
Duckwall-ALCO Stores
Farmily Bargain
Family Dollar
50-Off Stores
Fred's
Good Guys
Hills
Home Shopping Network
L. Luria & Son
Lechters
Loehmann's Inc.
MacFrugal's Bargains
Melville Corp.
Meyer (Fred)
Montgomery Wards
99 Cents Only
Office Depot
OfficeMax
Pamida
Phar-Mor
Price Costco
Roberds
Ross Stores
S & K Famous Brands
Sears
Service Merchandise
ShopKo Stores
Staples
Tops Appliance City
Toys "R" Us
Tuesday Morning
Value City Dept. Stores
Venture
Waban
Wal-Mart Stores
Woolworth
<PAGE>   21

                                                                       EXHIBIT B

PURCHASE ORDER TERMS AND CONDITIONS

Vendor and Kmart Corporation, 3100 West Big Beaver Road, Troy, Michigan
48084-3163, ("Buyer") agree, to the fullest extent permitted by law, to be
bound by all terms and conditions contained or incorporated herein, all of
which are a part of each Purchase Order issued to Vendor by Buyer ("Order") and
should be carefully read.  Any provisions in Vendor's invoices, billing
statements, acknowledgment forms or similar documents which are inconsistent
with the provision of an Order shall be of no force or effect.  The cost price
set forth in each Order includes the cost of manufacturing, packaging, labeling
and shipping unless otherwise specified in the Order.

1.       Vendor's Acceptance.  Vendor's commencement of or promise of shipment
         of the Merchandise shall constitute Vendor's agreement that it shall
         deliver the merchandise in accordance with the terms and conditions of
         the applicable Order.  Vendor agrees to follow the shipping and
         invoicing instructions issued by Buyer's stores, warehouses, buying
         offices and Transportation and Accounting Department, which
         instructions are incorporated by referenced into the applicable Order.

2.       Vendor's Representations and Warranties.  Vendor represents and
         warrants to buyer, in addition to all warranties implied by law, that
         each item of merchandise described on the face of an Order (or in an
         EDI or telephone Order), together with all related packaging and
         labeling and other material furnished by Vendor ("Merchandise"),
         shall:  (a) be free from defects in design, workmanship and/or
         materials including, without limitation, such defects as could create
         a hazard to life or property; (b) conform in all respects with all
         applicable federal, state and local laws, orders and regulations,
         including, without limitation, those regarding (i) safety, (ii)
         content, (iii) flammability, (iv) weights, measurers and sizes, (v)
         special use, care, handling, cleaning or laundering instructions or
         warnings, (vi) processing, manufacturing, labeling, advertising,
         selling, shipping and invoicing, (vii) registration and declaration of
         responsibility, and (viii) occupational safety and health; (c) not
         infringe or encroach upon Buyer's or any third party's personal,
         contractual or proprietary rights, including, without limitation,
         patents, trademarks, copyrights, rights of privacy or trade secrets;
         and (d) conform to all of Buyer's specifications and to all articles
         shown to buyer as Merchandise samples.

3.       Vendor's Indemnification of Buyer.  Vendor agrees to reimburse,
         indemnify, hold harmless and to defend at its expense (or to pay any
         attorney's fees incurred by Buyer) Buyer and its subsidiary and
         affiliate companies against all damage, loss, expense, claim,
         liability or penalty, including, without limitation, claims of
         infringement of patents, copyrights, trademarks, unfair competition,
         bodily injury, property or other damage, arising out of any use,
         possession, consumption or sale of said Merchandise and from any
         failure of Vendor to properly perform an Order.  Vendor shall not be
         relieved of the foregoing indemnity and related obligations by
         allegations or any claim of negligence on
<PAGE>   22

         the part of buyer; provided, however, Vendor shall not remain or be
         liable hereunder to the extent any injury or damage is finally
         judicially determined to have been proximately caused by the sole
         negligence of Buyer.  Vendor shall obtain adequate insurance to cover
         such liability under each Order and shall provide copies of the
         applicable certificate(s) of insurance annually to Buyer's Vendor
         Database Department at the above address.

4.       Defective or Non-Conforming Merchandise.  If any Merchandise is
         defective, unsuitable, does not conform to all terms hereof and of the
         Order and all warranties implied by law, Buyer may at its option
         return it to Vendor for full credit or refund of the purchase price or
         repair it at Vendor's expense, and may change Vendor such price or
         expenses and the cost of any incurred inbound and outbound freight and
         a handling, storage and inspection charge of 7  1/2% of the returned
         Merchandise invoice price.  Buyer shall be under no duty to inspect
         any Merchandise before resale thereof, and resale, or repackaging or
         repackaging for the purpose of resale, shall not constitute a waiver
         of, or otherwise limit, any of Buyer's rights resulting from defective
         or non-conforming Merchandise.

5.       Buyer's Right to Cancel.  Buyer may without notice cancel, terminate
         and/or rescinding all or part of an Order in the event Vendor breaches
         or fails to perform any of its obligations in any material respect, or
         in the event Vendor becomes insolvent or proceedings are instituted by
         or against Vendor under any provision of any federal or state
         bankruptcy or insolvency laws or Vendor ceases its operation.  Time is
         of the essence to each Order, and Vendor's failure to meet any
         delivery date shall constitute a material breach of the Order.  Vendor
         agrees to inform Buyer immediately in writing or any failure to timely
         ship all or any part of an Order, and Buyer's acceptance of any
         merchandise after the applicable delivery date shall not constitute a
         waiver of, or otherwise limit, any of Buyer's rights resulting from
         the late delivery nor obligate Buyer to accept delivery of additional
         Merchandise under the order.

6.       Special Features.  All Merchandise designs, patents and trade names
         which are supplied by Buyer to Vendor or which are distinctive of
         Buyer's private label merchandise ("Special Features") shall by the
         property of Buyer and shall be used by Vendor only for buyer.  Buyer
         may use the Special Features on or with respect to goods manufactured
         by others and obtain legal protection for the Special Features
         including, without limitation, patents, patent designs, copyrights and
         trademarks.  Merchandise with Special Features which is not delivered
         to Buyer for any reason shall not be sold or transferred to any third
         party without written authorization of Buyer and unless and until all
         labels, tags, packaging and markings identifying the Merchandise to
         Buyer have been removed.

7.       Deductions and Set Off.  Any sums payable to Vendor shall be subject
         to all claims and defenses of Buyer, whether arising from this or any
         other transaction, and Buyer may set off and deduct against any such
         sums all present and future indebtedness of Vendor to Buyer.  Buyer
         shall provide a copy of the deduction voucher(s) for debits taken by
         Buyer against Vendor's account as a result of any returns or
         adjustments.  Vendor shall be deemed to have accepted each such
         deduction unless Vendor, within 90 days following
<PAGE>   23

         receipt of the deduction voucher, notifies Buyer in writing as to why
         a deduction should not be made and provides documentation of the
         reason(s) given.  Such written notice shall be directed to Buyer's
         Vendor Audit Department at the above address.  Buyer shall not be
         liable to Vendor for any interest or late charges.

8.       Michigan Contract and Jurisdiction.  EACH ORDER, AND ALL OTHER ASPECTS
         OF THE BUSINESS RELATIONSHIP BETWEEN BUYER AND VENDOR, SHALL BE
         CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
         STATE OF MICHIGAN.  VENDOR AGREES, WITH RESPECT TO ANY LITIGATION
         WHICH RELATES TO ANY RODER OR WHICH OTHERWISE ARISES DIRECTLY OR
         INDIRECTLY OUT OF OR IN CONNECTION WITH SAID BUSINESS RELATIONSHIP RO
         ANY TRANSACTION OF ANY NATURE BETWEEN BUYER AND VENDOR, TO COMMENCE
         SAME:  (I) EXCLUSIVELY IN (AND VENDOR HEREBY CONSENTS TO THE
         JURISDICTION OF) THE STATE OF MICHIGAN COURTS OF OAKLAND COUNTY,
         MICHIGAN OR THE UNITED STATES DISTRICT COURT IN DETROIT, MICHIGAN, AND
         (II)  WITHIN 18 MONTHS FROM THE DATE OF BUYER'S LAST ORDER TO VENDOR
         OR THE PERIOD PRESCRIBED BY THE APPLICABLE STATUTE OF LIMITATIONS,
         WHICHEVER IS SOONER.

9.       Miscellaneous, (a) All rights granted to Buyer hereunder shall be in
         addition to and not in lieu of Buyer's rights arising by operation of
         law.  (b) Any provisions of a hard copy Order which are typewritten or
         handwritten by Buyer shall supersede any contrary or inconsistent
         printed provisions therein.  (c)  No modification of terms of an Order
         shall be valid without the written authorization of Buyer.  (d)
         Should any of the provisions of an Order be declared by a court of
         competent jurisdiction to be invalid, such decision shall not affect
         the validity of any remaining provisions.

10.      Direct to Store and Distribution Center Invoice & Shipping
         Instructions.  (a)  Each invoice shall include Buyer's Order number,
         Vendor's stock/style number, and Buyer's code number for each item on
         the invoice.  No substitutions of Merchandise shall be made without
         the written authorization of Buyer.  (b)  Each Order must be invoiced
         separately.  (c)  An Order may not be filed at a price higher than
         that shown on its face or transmitted without the written
         authorization of Buyer.  (d)  If freight costs are to be paid by
         buyer, Vendor shall ship via the method and/or route specified in the
         instructions provided by Buyer's Transportation Department, shall make
         ONE COMPLETE shipment of the Merchandise and shall NOT make PARTIAL
         shipments without the written authorization of Buyer.  (e) Vendor
         shall make NO PACKAGE QUANTITY CHANGE on an Order without the written
         authorization of Buyer.

11.      Additional Distribution Center Shipping Instructions.  (a) The
         applicable bill of lading must be delivered to the Distribution Center
         at time of Merchandise delivery.  (b) Vendor shall mark the contents
         of each Distribution Center carton clearly on the outside of the
         carton, case, or package.  (c) Merchandise not packaged or shipped in
         quantities ordered
<PAGE>   24

         by Buyer shall at Buyer's option be returned to Vendor at Vendor's
         expense.  Vendor shall be charged a handling charge of 7  1/2% of the
         Merchandise invoice price on all Merchandise not packaged or shipped
         as ordered.

12.      Merchandise Testing.  Merchandise shall, at buyer's option, be subject
         to domestic or overseas testing.  Vendor agrees to pay for all fees
         and costs associated with such testing (which fees and costs are set
         forth in Buyer's current Quality Assurance Manual or other
         documentation provided to Vendor).  The testing of Vendor's
         Merchandise by or on behalf of Kmart is not a substitute for Vendor's
         own testing and other quality assurance related obligations in
         connection with its sale of Merchandise to Buyer, and such testing
         shall not limit Buyer's rights, or diminish or remove any of Vendor's
         responsibilities, hereunder including, without limitation, those
         relating to warranty and indemnification under Paragraphs 2 and 3
         above.

13.      Buyer Information/Orders.  Buyer may at its discretion provide Vendor
         with certain confidential or proprietary information relating to
         Buyer's purchase and/or sale of Vendor's merchandise.  Vendor
         acknowledges that such information, together with any other
         information of or pertaining to Buyer provided to Vendor by Buyer or
         learned by Vendor as a consequence of the business relationship
         between Buyer and Vendor (the "Buyer Information"), is provided and
         received in confidence, and Vendor shall at all times preserve and
         protect the confidentiality thereof.  Vendor agrees to take all
         necessary steps to ensure that the Buyer Information shall not be
         disclosed to, or used by, any person, association or entity except
         Vendor's own employees having a need to know.  BUYER MAKES NO WARRANTY
         WITH RESPECT TO THE BUYER INFORMATION OR THE ACCURACY OR COMPLETENESS
         THEREOF, ANDIS PROVIDING SAME ON AN "AS IS" BASIS; ALL IMPLIED
         WARRANTIES WITH RESPECT TO THE BUYER INFORMATION, INCLUDING THOSE OF
         MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED.
         Vendor acknowledges and agrees that any sales forecasts, quantity
         purchase estimates or similar projections received from Buyer are not
         purchase commitments of Buyer, but rather represent estimates for
         planning purposes only, and that the Buyer shall have no obligation to
         purchase or otherwise compensate Vendor for any of Vendor's finished
         products, or unfinished raw materials, not covered by an Order.

14.      Food Vendors.  The following amendments to the above terms and
         conditions shall apply to any food products purchased from Vendor by
         Buyer (any other Merchandise purchased from Vendor by Buyer shall be
         governed by the foregoing, without amendment): (i) Paragraph 4 -
         delete "or repair it at Vendor's expense" in line 3 and delete "and a
         handling, storage and inspection charge of 7  1/2% of the returned
         Merchandise invoice price' starting in line 3 (ii) Paragraph 10 -
         delete the remainder of (d) starting with ", shall make ONE
         COMPLETE..." starting in line 6; and (iii) Paragraph 12 - delete in
         its entirety.
<PAGE>   25

                                                                       EXHIBIT C

PURCHASE ORDER TERMS AND CONDITIONS

Vendor and Kmart Corporation, 3100 West Big Beaver Road, Troy, Michigan
48084-3163, ("Buyer") agree, to the fullest extent permitted by law, to be
bound by all terms and conditions contained or incorporated herein, all of
which are a part of each Purchase Order issued to Vendor by Buyer ("Order") and
should be carefully read.  Any provisions in Vendor's invoices, billing
statements, acknowledgment forms or similar documents which are inconsistent
with the provision of an Order shall be of no force or effect.  The cost price
set forth in each Order includes the cost of manufacturing, packaging, labeling
and shipping unless otherwise specified in the Order.

1.       Vendor's Acceptance.  Vendor's commencement of or promise of shipment
         of the Merchandise shall constitute Vendor's agreement that it shall
         deliver the merchandise in accordance with the terms and conditions of
         the applicable Order.  Vendor agrees to follow the shipping and
         invoicing instructions issued by Buyer's stores, warehouses, buying
         offices and Transportation and Accounting Department, which
         instructions are incorporated by referenced into the applicable Order.

2.       Vendor's Representations and Warranties.  Vendor represents and
         warrants to buyer, in addition to all warranties implied by law, that
         each item of merchandise described on the face of an Order (or in an
         EDI or telephone Order), together with all related packaging and
         labeling and other material furnished by Vendor ("Merchandise"),
         shall:  (a) be free from defects in design, workmanship and/or
         materials including, without limitation, such defects as could create
         a hazard to life or property; (b) conform in all respects with all
         applicable federal, state and local laws, orders and regulations,
         including, without limitation, those regarding (i) safety, (ii)
         content, (iii) flammability, (iv) weights, measurers and sizes, (v)
         special use, care, handling, cleaning or laundering instructions or
         warnings, (vi) processing, manufacturing, labeling, advertising,
         selling, shipping and invoicing, (vii) registration and declaration of
         responsibility, and (viii) occupational safety and health; (c) not
         infringe or encroach upon Buyer's or any third party's personal,
         contractual or proprietary rights, including, without limitation,
         patents, trademarks, copyrights, rights of privacy or trade secrets;
         and (d) conform to all of Buyer's specifications and to all articles
         shown to buyer as Merchandise samples.

3.       Vendor's Indemnification of Buyer.  Vendor agrees to reimburse,
         indemnify, hold harmless and to defend at its expense (or to pay any
         attorney's fees incurred by Buyer) Buyer and its subsidiary and
         affiliate companies against all damage, loss, expense, claim,
         liability or penalty, including, without limitation, claims of
         infringement of patents, copyrights, trademarks, unfair competition,
         bodily injury, property or other damage, arising out of any use,
         possession, consumption or sale of said Merchandise and from any
         failure of Vendor to properly perform an Order.  Vendor shall not be
         relieved of the foregoing indemnity and related obligations by
         allegations or any claim of negligence on
<PAGE>   26

         the part of buyer; provided, however, Vendor shall not remain or be
         liable hereunder to the extent any injury or damage is finally
         judicially determined to have been proximately caused by the sole
         negligence of Buyer.  Vendor shall obtain adequate insurance to cover
         such liability under each Order and shall provide copies of the
         applicable certificate(s) of insurance annually to Buyer's Vendor
         Database Department at the above address.

4.       Defective or Non-Conforming Merchandise.  If any Merchandise is
         defective, unsuitable, does not conform to all terms hereof and of the
         Order and all warranties implied by law, Buyer may at its option
         return it to Vendor for full credit or refund of the purchase price or
         repair it at Vendor's expense, and may change Vendor such price or
         expenses and the cost of any incurred inbound and outbound freight and
         a handling, storage and inspection charge of 7 1/2% of the returned
         Merchandise invoice price.  Buyer shall be under no duty to inspect
         any Merchandise before resale thereof, and resale, or repackaging or
         repackaging for the purpose of resale, shall not constitute a waiver
         of, or otherwise limit, any of Buyer's rights resulting from defective
         or non-conforming Merchandise.

5.       Buyer's Right to Cancel.  Buyer may without notice cancel, terminate
         and/or rescinding all or part of an Order in the event Vendor breaches
         or fails to perform any of its obligations in any material respect, or
         in the event Vendor becomes insolvent or proceedings are instituted by
         or against Vendor under any provision of any federal or state
         bankruptcy or insolvency laws or Vendor ceases its operation.  Time is
         of the essence to each Order, and Vendor's failure to meet any
         delivery date shall constitute a material breach of the Order.  Vendor
         agrees to inform Buyer immediately in writing or any failure to timely
         ship all or any part of an Order, and Buyer's acceptance of any
         merchandise after the applicable delivery date shall not constitute a
         waiver of, or otherwise limit, any of Buyer's rights resulting from
         the late delivery nor obligate Buyer to accept delivery of additional
         Merchandise under the order.

6.       Special Features.  All Merchandise designs, patents and trade names
         which are supplied by Buyer to Vendor or which are distinctive of
         Buyer's private label merchandise ("Special Features") shall by the
         property of Buyer and shall be used by Vendor only for buyer.  Buyer
         may use the Special Features on or with respect to goods manufactured
         by others and obtain legal protection for the Special Features
         including, without limitation, patents, patent designs, copyrights and
         trademarks.  Merchandise with Special Features which is not delivered
         to Buyer for any reason shall not be sold or transferred to any third
         party without written authorization of Buyer and unless and until all
         labels, tags, packaging and markings identifying the Merchandise to
         Buyer have been removed.

7.       Deductions and Set Off.  Any sums payable to Vendor shall be subject
         to all claims and defenses of Buyer, whether arising from this or any
         other transaction, and Buyer may set off and deduct against any such
         sums all present and future indebtedness of Vendor to Buyer.  Buyer
         shall provide a copy of the deduction voucher(s) for debits taken by
         Buyer against Vendor's account as a result of any returns or
         adjustments.  Vendor shall be deemed to have accepted each such
         deduction unless Vendor, within 90 days following
<PAGE>   27

         receipt of the deduction voucher, notifies Buyer in writing as to why
         a deduction should not be made and provides documentation of the
         reason(s) given.  Such written notice shall be directed to Buyer's
         Vendor Audit Department at the above address.  Buyer shall not be
         liable to Vendor for any interest or late charges.

8.       Michigan Contract and Jurisdiction.  EACH ORDER, AND ALL OTHER ASPECTS
         OF THE BUSINESS RELATIONSHIP BETWEEN BUYER AND VENDOR, SHALL BE
         CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
         STATE OF MICHIGAN.  VENDOR AGREES, WITH RESPECT TO ANY LITIGATION
         WHICH RELATES TO ANY RODER OR WHICH OTHERWISE ARISES DIRECTLY OR
         INDIRECTLY OUT OF OR IN CONNECTION WITH SAID BUSINESS RELATIONSHIP RO
         ANY TRANSACTION OF ANY NATURE BETWEEN BUYER AND VENDOR, TO COMMENCE
         SAME:  (I) EXCLUSIVELY IN (AND VENDOR HEREBY CONSENTS TO THE
         JURISDICTION OF) THE STATE OF MICHIGAN COURTS OF OAKLAND COUNTY,
         MICHIGAN OR THE UNITED STATES DISTRICT COURT IN DETROIT, MICHIGAN, AND
         (II)  WITHIN 18 MONTHS FROM THE DATE OF BUYER'S LAST ORDER TO VENDOR
         OR THE PERIOD PRESCRIBED BY THE APPLICABLE STATUTE OF LIMITATIONS,
         WHICHEVER IS SOONER.

9.       Miscellaneous, (a) All rights granted to Buyer hereunder shall be in
         addition to and not in lieu of Buyer's rights arising by operation of
         law.  (b) Any provisions of a hard copy Order which are typewritten or
         handwritten by Buyer shall supersede any contrary or inconsistent
         printed provisions therein.  (c)  No modification of terms of an Order
         shall be valid without the written authorization of Buyer.  (d)
         Should any of the provisions of an Order be declared by a court of
         competent jurisdiction to be invalid, such decision shall not affect
         the validity of any remaining provisions.

10.      Direct to Store and Distribution Center Invoice & Shipping
         Instructions.  (a)  Each invoice shall include Buyer's Order number,
         Vendor's stock/style number, and Buyer's code number for each item on
         the invoice.  No substitutions of Merchandise shall be made without
         the written authorization of Buyer.  (b)  Each Order must be invoiced
         separately.  (c)  An Order may not be filed at a price higher than
         that shown on its face or transmitted without the written
         authorization of Buyer.  (d)  If freight costs are to be paid by
         buyer, Vendor shall ship via the method and/or route specified in the
         instructions provided by Buyer's Transportation Department, shall make
         ONE COMPLETE shipment of the Merchandise and shall NOT make PARTIAL
         shipments without the written authorization of Buyer.  (e) Vendor
         shall make NO PACKAGE QUANTITY CHANGE on an Order without the written
         authorization of Buyer.

11.      Additional Distribution Center Shipping Instructions.  (a) The
         applicable bill of lading must be delivered to the Distribution Center
         at time of Merchandise delivery.  (b) Vendor shall mark the contents
         of each Distribution Center carton clearly on the outside of the
         carton, case, or package.  (c) Merchandise not packaged or shipped in
         quantities ordered
<PAGE>   28

         by Buyer shall at Buyer's option be returned to Vendor at Vendor's
         expense.  Vendor shall be charged a handling charge of 7  1/2% of the
         Merchandise invoice price on all Merchandise not packaged or shipped
         as ordered.

12.      Merchandise Testing.  Merchandise shall, at buyer's option, be subject
         to domestic or overseas testing.  Vendor agrees to pay for all fees
         and costs associated with such testing (which fees and costs are set
         forth in Buyer's current Quality Assurance Manual or other
         documentation provided to Vendor).  The testing of Vendor's
         Merchandise by or on behalf of Kmart is not a substitute for Vendor's
         own testing and other quality assurance related obligations in
         connection with its sale of Merchandise to Buyer, and such testing
         shall not limit Buyer's rights, or diminish or remove any of Vendor's
         responsibilities, hereunder including, without limitation, those
         relating to warranty and indemnification under Paragraphs 2 and 3
         above.

13.      Buyer Information/Orders.  Buyer may at its discretion provide Vendor
         with certain confidential or proprietary information relating to
         Buyer's purchase and/or sale of Vendor's merchandise.  Vendor
         acknowledges that such information, together with any other
         information of or pertaining to Buyer provided to Vendor by Buyer or
         learned by Vendor as a consequence of the business relationship
         between Buyer and Vendor (the "Buyer Information"), is provided and
         received in confidence, and Vendor shall at all times preserve and
         protect the confidentiality thereof.  Vendor agrees to take all
         necessary steps to ensure that the Buyer Information shall not be
         disclosed to, or used by, any person, association or entity except
         Vendor's own employees having a need to know.  BUYER MAKES NO WARRANTY
         WITH RESPECT TO THE BUYER INFORMATION OR THE ACCURACY OR COMPLETENESS
         THEREOF, ANDIS PROVIDING SAME ON AN "AS IS" BASIS; ALL IMPLIED
         WARRANTIES WITH RESPECT TO THE BUYER INFORMATION, INCLUDING THOSE OF
         MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED.
         Vendor acknowledges and agrees that any sales forecasts, quantity
         purchase estimates or similar projections received from Buyer are not
         purchase commitments of Buyer, but rather represent estimates for
         planning purposes only, and that the Buyer shall have no obligation to
         purchase or otherwise compensate Vendor for any of Vendor's finished
         products, or unfinished raw materials, not covered by an Order.

14.      Food Vendors.  The following amendments to the above terms and
         conditions shall apply to any food products purchased from Vendor by
         Buyer (any other Merchandise purchased from Vendor by Buyer shall be
         governed by the foregoing, without amendment): (i) Paragraph 4 -
         delete "or repair it at Vendor's expense" in line 3 and delete "and a
         handling, storage and inspection charge of 7  1/2% of the returned
         Merchandise invoice price' starting in line 3 (ii) Paragraph 10 -
         delete the remainder of (d) starting with ", shall make ONE
         COMPLETE..." starting in line 6; and (iii) Paragraph 12 - delete in
         its entirety.
<PAGE>   29

                                                               KMART CORPORATION
                                                      International Headquarters
                                                       3100 West Big Beaver Road
                                                             Troy, MI 48084-3163


                19
----------------  -----

Dear Sir/Madam:

This letter will confirm that the Purchase Order Terms and Conditions on the
reverse side hereof (the "Terms") shall apply to all purchase orders issued to
Vendor by Kmart, whether by telephone, hard copy, electronically or otherwise.
Please note that the instructions in item 11 of the Terms are applicable to
Distribution Center.

Receipt of this confirmation is REQUIRED before Vendor will be authorized to
receive purchase orders from Kmart Corporation.

Please have the chairman, president or a vice president of Vendor confirm that
the Terms will apply to all Kmart orders issued to Vendor by signing and
returning one original of this letter (WITH NO CHANGES OF ANY KIND) to the
address below no later than 7 business days from the above date.  Retain the
other original or a copy for your files.  This letter must be signed by the
Company which is paid by Kmart.

Very truly yours,
Kmart Corporation




 ------------------------------    -------------------------------------------
 Signature                         Registered Legal Name of Vendor


 ------------------------------    --------------------------------------------
 Title                             Address
 RETURN TO:
 ATTN
     --------------------------    --------------------------------------------
 KMART CORPORATION                 City                                   State
 3100 WEST BIG BEAVER ROAD
 TROY MI 48084-3163                Vendor Officer Signature
                                   (Chairman, President or Vice President only)


                                    ------------------------------------------
                                    Print Name


                                    ------------------------------------------
                                    Title

<PAGE>   30

                                                                       EXHIBIT D


THIS ORDER CONTRACT IS UPON THE FOLLOWING TERMS AND CONDITIONS:

1.       Seller's commencement of or promise of shipment of the Merchandise
         shall constitute Seller's agreement that it will deliver the
         Merchandise in accordance with the terms and conditions contained or
         incorporated herein, all of which are a part of the Order Contract and
         should be carefully read.  Any provisions in Seller's invoices,
         billing statements, acknowledgment forms or other documents which are
         inconsistent with the provisions of this Order Contract shall be of no
         force or effect.

2.       Seller represents and warrants to Kmart Corporation ("Buyer"), in
         addition to all warranties implied by law, that each item of
         Merchandise described on the face hereof, together with all retail
         packaging, labeling and other material furnished by Seller
         ("Merchandise"), shall (a) be free from defects in design, workmanship
         or materials, including, without limitation, such defects as could
         create a hazard to life or property; (b) conform in all respects with
         all applicable federal, state and local laws, orders and regulations,
         including, without limitation, those concerning the marking of the
         country of origin, fiber content, care labeling and shrinkage, as
         Merchandise not in compliance and not properly marked is subject to
         heavy penalty; (c) not infringe or encroach upon Buyer's or any third
         party's personal, contractual or propriety rights, including, without
         limitation, patents, trademarks, trade names, copyrights, rights of
         privacy or trade secrets; and (d) conform to all of Buyer's
         specifications and to all articles shown to Buyer as Merchandise
         samples.  Seller further represents and warrants that it has
         ascertained that no child, forced or prison labor is utilized in the
         manufacture of Merchandise.

3.       Seller agrees to reimburse, indemnify, hold harmless and defend at
         Seller's expense (or pay any attorney's fees incurred by Buyer) Buyer
         and its subsidiary and affiliate companies against all damage, loss,
         expense, claim, liability, fine, settlement or penalty, including,
         without limitation, claims of infringement of patents, copyrights and
         trademarks, unfair competition, bodily injury, or property or other
         damage arising out of any use, possession, consumption or sale of the
         Merchandise or failure to provide complete, accurate and acceptable
         (to U.S. Customs) information and documentation relating to, without
         limitation, the country of origin, or failure of Seller to perform
         promptly this Order Contract.  Seller shall obtain adequate insurance
         to cover its liability under this Order Contract and shall provide
         copies of the applicable certificate(s) of insurance to Buyer.

4.       Acceptance of Merchandise by Buyer after inspection does not release
         or discharge Seller from any liability for damages or from any other
         remedy of Buyer for Seller's breach of any promise or warranty,
         expressed or implied.  This Order Contract may at Buyer's option be
         deemed cancelled if the Merchandise ordered herein is not covered by a
         full set of "Clean" "On Board" Ocean Bills of Lading and Buyer's
         Inspection Certificate dated on or before the shipping date specified
         on the face hereof.  Any such cancellation shall be
<PAGE>   31

         without prejudice to all other rights and remedies accruing to Buyer
         by reason of Seller's breach, unless a written extension of shipping
         date(s) was previously granted in writing to Seller by Buyer.  If any
         of the terms, conditions or warranties of or underlying this Order
         Contract, express or implied, are not strictly complied with by Seller
         with respect to any shipment or installment shipment of the
         Merchandise ordered herein.  Buyer has the right, in addition to all
         other rights and remedies accruing to Buyer by reason of Seller's
         breach, to refuse to accept any or all deliveries of Merchandise
         ordered herein, but any acceptance by Buyer of any such singular
         shipment or installment shipment shall not be deemed (whether or not
         buyer notifies Seller of its demand for strict compliance with respect
         to future shipment installments) a waiver by Buyer of any of its
         rights to refuse any future shipments hereunder or of any other rights
         or remedies.

5.       All merchandise design, patents and trademarks which are supplied by
         Buyer to Seller or which are distinctive of Buyer's private label
         merchandise ("Special Features") shall be the property of Buyer and
         shall be used by seller only for buyer.  Buyer may use the Special
         Features on or with respect to goods manufactured by others and obtain
         legal protection for the Special Features including, without
         limitation, patents, design patents, copyrights and trademarks.
         Merchandise which is not delivered to Buyer for any reason shall not
         be sold or transferred to any third party without written
         authorization of Buyer and unless all labels, tags, packaging and
         markings identifying the merchandise to Buyer have been removed.

6.       THIR ORDER CONTRACT SHALL BE CONSTRUED AND ENFORCED UNDER AND IN
         ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF MICHIGAN,
         ANYUNSETTLED DISPUTE HEREUNDER WHERE THE AMOUNT IN CONTROVERSY IS LESS
         THAN OR EQUALS $50,000 (U.S.) SHALL BE FINALLY SETTLED BY ARBITRATION,
         HELD IN THEUNTID STATES OF AMERICA AT DETROIT, MICHIGAN AND CONDUCTED
         IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION.
         JUDGMENT UPON ANY ARBITRATION AWARD RENDERED, IF NO SATISFIED WITHIN
         NINETY (90) DAYS, MAY BE, ENTERED IN ANY COURT HAVING JURISDICTION, OR
         APPLICATION MAY BE MADE TO ANYSUCH COURT FOR A JUDICIAL RECOGNITION,
         ACCEPTANCE AND ORDER OF ENFORCEMENT, AS THE CASE MAY BE, IN ANY
         UNSETTLED DISPUTE HEREUNDER WHERE THE AMOUNT IN CONTROVERSY EXCEEDS
         $50,000 (U.S.), IT IS HEREBY MUTALLY AGREED THAT SELLER SHALL EXERCISE
         ANY RIGHT OR REMEDY EXCLUSIVELY IN, AND HEREBY CONSENTS TO THE
         JURISDICTIONOF, THE UNITED STATES DISTRICT COURT IN DETROIT, MICHIGAN.

7.       (a) All rights granted to Buyer hereunder shall be in addition to and
         not in lieu of buyer's rights arising by operation of law; (b) any
         provision of this Order Contract which are typewritten or handwritten
         by Buyer shall supersede any contrary or inconsistent printed
         provisions; (c) no modification of terms of this Order Contract shall
         be valid, including,
<PAGE>   32

         without limitation, price increase, unless in writing and signed by
         Buyer; (d) should any of the provisions of this Order Contract be
         declared by a court of competent jurisdiction to be invalid, such
         decision shall not affect the validity of any remaining provisions;
         (e) all of the terms herein shall apply to additional quantities of
         merchandise ordered by Buyer except to the extent covered by a new
         written agreement; and (f) all documents prepared in connection with
         this Order Contract must be written in the English language and in the
         U.S. currency figures.

8.       Neither this Order Contract nor any right, duty or obligation
         hereunder is assignable without the prior written consent of Buyer,
         nor shall Buyer be under any obligation to recognize any assignment of
         monies payable hereunder.

9.       Seller agrees to prepare and produce all documents which are necessary
         for the Merchandise to clear U.S. Customs and which are otherwise
         required by applicable laws or regulations, the Letter of Credit or
         instructions set forth on the face hereof.

10.      All shipping cartons are to be marked and packed in accordance with
         Buyer's International Department Standard Instructions To Foreign
         Shippers, which Standard Instructions are part of and are incorporated
         in this Order Contract by this reference, in addition, Seller agrees
         to follow any shipping instructions issued directly to Seller by
         Buyer's International Department.

11.      Without in any way limiting buyer's other rights and remedies arising
         under paragraph 2 above, Seller agrees that any Merchandise, packaging
         or component that (1) mis-states the true country of origin, or (2) is
         made in whole or in part by child or prison labor, will be a material
         breach of this Order Contract resulting in cancellation of this Order
         contract and liability of Seller to Buyer for liquidated damages equal
         to the total FOB Factory costs of the Merchandise plus all freight,
         import/export charges and other costs incurred for the shipment or
         return (or destruction at Buyer's election) of seized or re-delivered
         Merchandise.

12.      Except for the right to receive payment, Seller hereby assigns all of
         its rights (expressed and implied) under any purchase order Seller
         issues to a manufacturer for merchandise or any component thereof
         covered by this Order Contract including, without limitation, rights
         of warranty and indemnification, and Seller shall cooperate fully with
         Buyer in pursuing such rights. Buyer is not assuming, nor shall this
         purchase order be construed to impose, any obligation on the part of
         Buyer to a manufacturer in connection with the Merchandise.  This
         partial assignment shall not act to limit Buyer's rights and remedies
         elsewhere under this Order Contract.

13.      Merchandise shall, at Buyer's option, be subject to domestic or
         overseas testing.  Seller agrees to pay for all fees and costs
         associated with such testing (which fees and costs are set forth in
         Buyer's current Quality Assurance Manual or other documentation
         provided to Seller).  The testing of Seller's Merchandise by, or on
         behalf of, Kmart is not a substitute
<PAGE>   33

         for Seller's own testing and other quality assurance related
         obligations in connection with its sale of Merchandise to buyer, and
         such testing shall not limit Buyer's rights, or diminish or remove any
         of Seller's responsibilities, hereunder including, without limitation,
         those relating to warranty and indemnification under Paragraphs 2 and
         3 above.


                   Address All Correspondence
                   Regarding This order Contract to:        Kmart Corporation
                                                     International Department
                                                     3100 West Big Beaver Road
                                                     Troy MI  48084-3163

<PAGE>   34

                                                      KMART CORPORATION
                                                      International Headquarters
                                                      3100 West Big Beaver Road
                                                      Troy, MI 48084-3163


                 19
-----------------  -------

Dear Sir/Madam:

This letter will confirm that the Purchase Order Terms and Conditions on the
reverse side hereof (the "Terms") shall apply to all purchase orders issued to
Vendor by Kmart, whether by telephone, hard copy, electronically or otherwise.
Please note that the instructions in item 11 of the Terms are applicable to
Distribution Center.

Receipt of this confirmation is REQUIRED before Vendor will be authorized to
receive purchase orders from Kmart Corporation.

Please have the chairman, president or a vice president of Vendor confirm that
the Terms will apply to all Kmart orders issued to Vendor by signing and
returning one original of this letter (WITH NO CHANGES OF ANY KIND) to the
address below no later than 7 business days from the above date.  Retain the
other original or a copy for your files.  This letter must be signed by the
Company which is paid by Kmart.

Very truly yours,
Kmart Corporation


----------------------------- ------------------------------------------------
Signature                     Registered Legal Name of Vendor

----------------------------- ------------------------------------------------
Title                         Address
RETURN TO:
ATTN
    ------------------------- ------------------------------------------------
KMART CORPORATION             City                            State
3100 WEST BIG BEAVER ROAD
TROY MI 48084-3163
                              ------------------------------------------------
                              Vendor Officer Signature
                              (Chairman, President or Vice President only)


                              -------------------------------------------------
                              Print Name

                              -------------------------------------------------
                              Title


<PAGE>   35


                                  EXHIBIT E

                     AUTHORIZED REPRESENTATIVES OF KMART




Senior Vice President General Merchandise manager, Hardlines
Divisional Vice President, Merchandising hardlines
Buyer, Appliances, Music, Electronics


