AMENDED AND RESTATED REVOLVING NOTE

$6,500,000
                                                             September  12, 1996
                                                          Minneapolis, Minnesota

         FOR VALUE  RECEIVED,  AUDIO KING  CORPORATION,  formerly known as Image
Retailing  Group,  Inc., AUDIO KING,  INC.,  SPECIALTY HOME ELECTRONICS  REPAIR,
INC.,  FAST TRAK,  INC. and AUDIO KING IOWA,  INC.  hereby promise to pay to the
order of FIRST BANK  NATIONAL  ASSOCIATION  (the  "Bank") at its main  office in
Minneapolis,  Minnesota,  in lawful  money of the  United  States of  America in
Immediately  Available Funds (as such term and each other  capitalized term used
herein are  defined  in the Credit  Agreement  hereinafter  referred  to) on the
Termination  Date the principal  amount of SIX MILLION FIVE HUNDRED THOUSAND AND
NO/100 DOLLARS  ($6,500,000)  or, if less, the aggregate unpaid principal amount
of all Advances made by the Bank under the Credit Agreement, and to pay interest
(computed  on the basis of actual  days  elapsed and a year of 360 days) in like
funds on the unpaid principal amount hereof from time to time outstanding at the
rates and times set forth in the Credit Agreement.

         This note is the Revolving  Note referred to in the Second  Amended and
Restated  Credit  Agreement  dated  as of  September  12,  1996 (as the same may
hereafter  be from time to time  amended,  restated or otherwise  modified,  the
"Credit  Agreement") between the undersigned and the Bank. This note is secured,
it is subject to certain  permissive  prepayments and its maturity is subject to
acceleration, in each case upon the terms provided in said Credit Agreement.

         In the event of default  hereunder,  the undersigned  agrees to pay all
costs and expenses of  collection,  including  reasonable  attorneys'  fees. The
undersigned waives demand, presentment, notice of nonpayment, protest, notice of
protest and notice of dishonor.

         THE VALIDITY,  CONSTRUCTION  AND  ENFORCEABILITY  OF THIS NOTE SHALL BE
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAWS  PRINCIPLES  THEREOF,  BUT GIVING EFFECT TO FEDERAL LAWS OF
THE UNITED STATES APPLICABLE TO NATIONAL BANKS.

         This note  amends and  restates in its  entirety an existing  revolving
note dated April 14, 1995 in the original principal amount of $11,000,000 issued
by Audio King  Corporation,  Audio King,  Inc. and  Specialty  Home  Electronics
Repair,  Inc.  to the  order of the Bank (the  "Prior  Revolving  Note").  It is
expressly  intended,  understood and agreed that all amounts  outstanding  under
said Prior Revolving Note as of the date hereof shall be considered  outstanding
hereunder  from and after the date hereof and shall not be considered  paid (nor
shall the undersigned's  obligation to pay the same be considered  discharged or
satisfied) as a result of the issuance of this note; provided that $3,000,000 of
the principal  outstanding  under the Prior  Revolving Note shall as of the date
hereof be converted  to the Term Loan  evidenced by that certain Term Note dated
of even date herewith made by the undersigned in the original  principal  amount
of $3,000,000.

                                       AUDIO KING CORPORATION

                                       By /s/ H. G. Thorne
                                            Its President

                                       AUDIO KING, INC.

                                       By /s/ H. G. Thorne
                                            Its President

                                       SPECIALTY HOME ELECTRONICS
                                       REPAIR, INC.

                                       By /s/ H. G. Thorne
                                            Its President

                                       FAST TRAK, INC.

                                       By /s/ H. G. Thorne
                                            Its President

                                       AUDIO KING IOWA, INC.

                                       By /s/ H. G. Thorne
                                            Its President