Intertan Advertising Agreement

EXHIBIT 10(a)
AMENDED AND RESTATED
INTERTAN ADVERTISING AGREEMENT


This Agreement ("Agreement") is by and between InterTAN, Inc., a Delaware
corporation, ("InterTAN") and its subsidiaries, InterTAN Canada Ltd. and
InterTAN Australia Ltd. (InterTAN and such subsidiaries being collectively
referred to herein as "INTERTAN GROUP"), and Tandy Corporation, a Delaware
corporation:


WHEREAS, INTERTAN GROUP has requested TANDY to authorize the limited use of
certain Materials (as hereinafter defined) and Marks (as hereinafter
defined) developed by or for TANDY's Radio Shack Division during the term
of this Agreement, and


WHEREAS, INTERTAN GROUP hereby acknowledges TANDY's ownership of the
trademarks and service marks (as the case may be) and all variations
thereof: "Radio Shack Gift Express", "The Repair Shop at Radio Shack",
"You've Got Questions! We've Got Answers!" "Radio Shack Unlimited", "Radio
Shack Express" and "RadioShack Select" (hereinafter called "Marks"); and


WHEREAS, INTERTAN GROUP also hereby acknowledges TANDY's ownership


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of certain advertising and marketing concepts, strategies and materials
related to the repositioning of TANDY as a service provider under the
Marks; and


WHEREAS, on November 4, 1993 TANDY and INTERTAN GROUP entered into license
agreements for INTERTAN GROUP to use (as provided therein) various marks
described therein in Canada and in Australia and New Zealand (hereinafter
each country listed under each license agreement is referred to as a
"Licensed Country" or "Licensed Countries" when referred to as a group and
such agreements are referred to herein as the "License Agreements").


Now, therefore the parties hereto agree as follows:


1. LICENSE.
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a) License of Materials.
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(i) Subject to all payments required hereunder being timely made by
INTERTAN GROUP and to INTERTAN GROUP's compliance with all the
terms of this Agreement, TANDY agrees to provide InterTAN with
the following information related to operation of Tandy's U.S.
RadioShack stores and outlets (which are collectively referred to
in this Agreement as "Materials") during the term of this
Agreement:


(a) Copies of all POP materials, visual merchandising, and
model


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store information.


(b) Advance copies of flyers and annual catalogs. Preferably, INTERTAN
GROUP could receive these in both finished as well as at any early
proof stage, to assist in planning.


(c) Monthly breakdown of percentage of sales by series, increase or
decrease in each series as a percentage of last year's sales, and
gross margin percentage this year and last year by series.


(d) Forecast list of blockbuster and/or major promotional products for
next six months or whatever the appropriate planning horizon may
be.


(e) All training materials, preferably in hard copy and on diskette or
other magnetic media, to assist customizing language or content as
appropriate.


(f) Copies of all market and in-store research (e.g. Envirosell).


(g) Data on a monthly basis on average sales per ticket and average
tickets per store.


(h) CDs or other media with all appropriate product packaging
information and formats, designs, etc.


(i) Copies of television commercials.


(j) Advance copies of and details regarding all programs


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involving customer credit (i.e. Answers Plus program), home
connectivity, online strategy, and other service initiatives (TSP
RSU, etc.).


(k) Summary information regarding effectiveness of mailing lists
(number of flyers mailed per store, impact of direct marketing
efforts, etc.).


(l) Regular updates on thought processes leading to strategic programs
such as those intended to enhance customer loyalty, customer
service and those pertaining to the reformatting of RadioShack
stores.


(ii) TANDY grants a non-assignable, non-exclusive license to INTERTAN GROUP to
use the Materials in the Licensed Countries in the limited manner
specified in this Agreement.


(iii) INTERTAN GROUP shall have no right to sublicense or disclose any of the
Materials to any third party other than contract managers, dealers and
franchisees duly granted a sublicense by INTERTAN GROUP in accordance
with the terms and conditions of the applicable License Agreement.
INTERTAN GROUP agrees to use the Materials provided only as a source for
concepts and ideas and will not use the actual Materials provided in any
other way.


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(iv) INTERTAN GROUP will use only photography, talent, props and
backdrops which it currently owns, or which it purchases or
licenses for its own use, in any advertisements produced by the
INTERTAN GROUP arising from the Materials.


(v) Except as expressly provided in this Agreement, INTERTAN GROUP
agrees to keep all information specified above confidential and
not to provide this information to any third party until five
days after an item has been published or broadcast to the general
public anywhere in the United States. INTERTAN agrees to return
to TANDY or destroy all copies and originals of confidential
information within 30 days after expiration or other termination
of this Agreement.


b) License of Marks; New Marks.
---------------------------


(i) Subject to the terms and conditions of this Agreement and to the
provisions of the License Agreements, TANDY grants a non-
assignable, non-exclusive license to INTERTAN GROUP to use the
Marks as service marks in the Licensed Countries; except that the
INTERTAN GROUP is not authorized by this Agreement to use "Radio
Shack" as a trade name in Australia, and the proper licensed
trade name as stated in the License Agreement for Australia (the
proper licensed trade name being "Tandy Electronics") is hereby


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substituted for "Radio Shack" with respect to the foregoing grant
of license to use the Marks .


(ii) The Marks in Exhibit A attached hereto are hereby acknowledged to
be permitted under the License Agreements and shall be governed
by the terms and conditions thereof for all purposes, including
but not limited to the quality control and enforcement provisions
thereof, except as otherwise set forth in this Agreement.


(iii) Where required by applicable law, INTERTAN GROUP agrees, at
its expense, to register with the appropriate governmental entity
as , or to cause the appropriate governmental entity to appoint
it as, a registered user of the Marks or any related new marks
subsequently developed (as hereinafter described) after the
effective date hereof.


(iv) The parties recognize that TANDY or INTERTAN GROUP may develop
new marks in the future arising out of or based upon the
Materials. Any such new mark developed by or for INTERTAN GROUP
shall belong to, and be owned by, TANDY exclusively. Before
INTERTAN GROUP uses any new marks arising out of or based on the
Materials, INTERTAN GROUP shall request TANDY's approval of same
in writing and such approval shall not be unreasonably withheld
or delayed by TANDY. If TANDY approves the use of a new mark by
INTERTAN GROUP, such new mark shall


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be listed on an exhibit to this Agreement, and listed on an
exhibit to the License Agreements, and shall be governed by the
terms and conditions of the License Agreements, except as
otherwise set forth in this Agreement.


(v) This Agreement shall prevail over the License Agreements with
regard to the matters set out in this paragraph 1.b), with regard
to the duty of the INTERTAN GROUP to prov ...