AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT

Exhibit 10(b)

AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT

           THIS AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of the 30th day of September, 2009 between Rex Radio and Television, Inc., an Ohio corporation (the “Corporation”), and David L. Bearden (“Employee”).

Recitals

          A. The Corporation and Employee entered into an Employment Agreement dated October 11, 2005, as amended by Amendment No. 1 to Employment Agreement dated December 10, 2007, Amendment No. 2 to Employment Agreement dated March 6, 2008 and Amendment No. 3 to Employment Agreement dated February 19, 2009 (collectively, the “Agreement”).

          B. Amendment No. 3 to Employment Agreement provided for payment of a “Transition Bonus” and the Corporation and Employee desire to amend the Agreement with respect to the termination of Employee’s employment and payment of the Severance Payment as described herein.

          NOW, THEREFORE, the Corporation and Employee hereby amend the Agreement as follows:

1. Definitions . All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Agreement.

2. Payment Effective as of Termination of Employment . Employee’s employment with the Corporation was terminated effective as of June 30, 2009. As of June 30, 2009, the Chief Executive Officer of the Corporation determined that the transition of operational control of retail stores to Appliance Direct, Inc. (“AD”) had not occurred. Notwithstanding the fact that the Corporation maintains that the transition has not occurred and in lieu of any other payment from Corporation to Employee pursuant to the Employment Agreement, the Corporation agrees to pay to Employee a non-refundable Severance Payment in the amount of $450,000.00 payable as follows: (i) $225,000.00 on or before January 31, 2010 (but not before January 1, 2010); and (ii) $225,000.00 on or before January 31, 2011 (but not before January 1, 2011), subject to the execution of, and expiration of any applicable waiting period pursuant to, the Employment Severance Agreement and Release of Claims in the form attached hereto as Exhibit “A”.

3. Effectiveness . This Amendment shall be effective as of the date first written above. Except as specifically amended by this Amendment, all other applicable terms and conditions of the Agreement shall remain in full force and effect and are hereby ratified and confirmed.

4. Miscellaneous . This Amendment shall be deemed to be a contract made under the laws of the State of Ohio and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the day and year first above written.

2

EXHIBIT “A”

EMPLOYMENT SEVERANCE AGREEMENT AND
RELEASE OF CLAIMS

          This Employment Severance Agreement and Release of Claims (hereinafter referred to as the “Agreement”) is made and entered into by and between David L. Bearden, on behalf of himself individually, and on behalf of his heirs, executors, administrators, representatives, agents, attorneys and assigns (hereinafter collectively referred to as “Employee”) and Rex Radio and Television, Inc., on behalf of its past and present officers, directors, partners, associates, employees, agents, shareholders, representatives, attorneys and assigns (hereinafter collectively referred to as “Employer”).

          In consideration of the mutual promises herein contained, the parties agree as follows:

          1. Termination Date. Employee has been employed by Employer since October 11, 2005 pursuant to the terms and conditions of an Employment Agreement between Employee and Employer, as amended by that certain Amendment No. 1 to Employment Agreement dated December 10, 2007, that certain Amendment No. 2 to Employment Agreement dated March 6, 2008, that certain Amendment No. 3 to Employment Agreement dated February 19, 2009 and that certain Amendment No. 4 to Employment Agreement dated concurrently herewith (collectively, the “Employment Agreement”). Employee and Employer have agreed that Employee was terminated from his employment with Employer effective June 30, 2009 (“Employee’s Termination Date”). As of Employee’s Termination Date, Employee was no longer required to perform any services or report to work at Employer and was not considered an employee of Employer for any purpose or under any circumstance, including in the event Employee exercises his right to rescind this Agreement under Section 6 below.

          2. Payment. In accordance with the terms of this Agreement, Employer shall pay to Employee the sum of $450,000.00 (the “Severance Payment”) as provided in the Employment Agreement, as follows: (i) $225,000.00 on or before January 31, 2010 (but not before January 1, 2010); and (ii) $225,000.0 on or before January 31, 2011 (but not before January 1, 2011, except as such payment may be accelerated in the event of a Change in Control). All applicable federal, state and local taxes will be deducted from the Severance Payment at the regular rate. In the event of a Change in Control (as hereinafter defined), the Employer’s obligation to make payment of the Severance Payment (or the balance thereof then due hereunder) shall be accelerated so that such amount is immediately payable by Employer to Employee in full. Employee is not obligated to seek other employment or take any other action as a condition for receiving the amount payable to Employee hereunder, nor shall the amount of any payment hereunder be reduced by any setoff or compensation earned as a result of Employee’s employment