SC TO-T

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 14D-100)

Tender Offer Statement Under Section 14(d)(1)

or Section 13(e)(1) of the Securities Exchange Act of 1934

INTERTAN, INC.

(Name of Subject Company (Issuer))

WINSTON ACQUISITION CORP.

a wholly owned subsidiary of

CIRCUIT CITY STORES, INC.

(Names of Filing Persons (Offerors))

COMMON STOCK, PAR VALUE $1.00 PER SHARE

(Title of Class of Securities)

461120 10 7

(CUSIP Number of Class of Securities)

W. Stephen Cannon

Senior Vice President, General Counsel and Secretary

Circuit City Stores, Inc.

9950 Mayland Drive

Richmond, Virginia 23233

Telephone: (804) 527-4000

(Name, address and telephone number of

person authorized to receive notices

and communications on behalf of filing persons)

With a copy to:

D. Michael Jones

McGuireWoods LLP

One James Center

901 East Cary Street

Richmond, Virginia 23219

(804) 775-1000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$290,871,062	$36,853.36

* Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The calculation of the transaction valuation assumes the purchase of 20,241,438 shares of common stock of InterTAN, Inc. issued and outstanding as of April 6, 2004, at a purchase price of $14.00 per share. The transaction valuation also includes the offer price of $14.00 less $7.29, which is the average exercise price per share, multiplied by 1,116,383, the number of shares of common stock purchasable pursuant to options outstanding as of April 6, 2004.

** The amount of the filing fee, calculated in accordance with Section 14(g)(3) of the Exchange Act, equals $126.70 per million dollars of the transaction valuation.

¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing.

Amount Previously Paid:                                                                                                                                                                  

Form or Registration No.:                                                                                                                                                                 

Filing Party:                                                                                                                                                                                           

Date Filed:                                                                                                                                                                                              

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

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This Tender Offer Statement on Schedule TO (this “Statement”) relates to the offer by Winston Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Circuit City Stores, Inc., a Virginia corporation (“Circuit City”), to purchase all of the issued and outstanding shares of common stock, par value $1.00 per share (the “Shares”), of InterTAN, Inc., a Delaware corporation (the “Company”), at a purchase price of $14.00 per share, net to the seller in cash. The terms and conditions of the offer are described in the Offer to Purchase, dated April 13, 2004 (the “Offer to Purchase”), a copy of which is attached hereto as Exhibit (a)(1)(A), and the related letter of transmittal and the instructions thereto, a copy of which is attached hereto as Exhibit (a)(1)(B) (which, as they may be amended or supplemented from time to time, together constitute the “Offer”).

Pursuant to General Instruction F to Schedule TO, the information contained in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to Items 1 through 11 of this Statement and is supplemented by the information specifically provided for herein.

Item 1.    Summary Term Sheet.

The information set forth in the Offer to Purchase under the heading “Summary Term Sheet” is incorporated herein by reference.

Item 2.    Subject Company Information.

(a) The subject company and issuer of the securities subject to the Offer is InterTAN, Inc., a Delaware corporation. Its principal executive office is located at 279 Bayview Drive, Barrie, Ontario, Canada L4M 4W5 and its telephone number is (705) 728-6242.

(b) This Statement relates to the Offer by Purchaser to purchase all issued and outstanding Shares for $14.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related letter of transmittal. The information set forth in the Offer to Purchase under the heading “Introduction” (the “Introduction”) is incorporated herein by reference.

(c) The information concerning the principal market in which the Shares are traded and certain high and low sales prices for the Shares in such principal market is set forth under the heading “Price Range of Shares; Dividends” in the Offer to Purchase and is incorporated herein by reference.

Item 3.    Identity and Background of the Filing Person.

(a), (b), (c) The information set forth in the Offer to Purchase under the heading “Certain Information Concerning Circuit City and Purchaser” and in Schedule I to the Offer to Purchase is incorporated herein by reference.

In addition to the information provided on Schedule I to the Offer to Purchase regarding the directors and executive officers of Circuit City and the Purchaser, below is information relating to George D. Clark, Senior Vice President - President Eastern Division of Circuit City:

Mr. Clark joined Circuit City in 1983. He was promoted to store manager in 1987 and district manager in 1992. He was named assistant vice president in 1995, vice president and Central Division president in 1997, Eastern Division president in 2002 and senior vice president in 2003.

All statements made in the Offer to Purchase with respect to the persons listed in Schedule I to the Offer to Purchase are deemed to be made hereby with respect to Mr. Clark.

Item 4.    Terms of the Transaction.

(a)(1)(i)–(viii), (x), (xii) The information set forth in the Introduction and in the Offer to Purchase under the headings “Terms of the Offer,” “Acceptance for Payment and Payment for Shares,” “Procedures for Accepting

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the Offer and Tendering the Shares,” “Withdrawal Rights,” “Material Federal Income Tax Consequences,” “Certain Effects of the Offer” and “Certain Conditions of the Offer” is incorporated herein by reference.

(a)(1)(ix), (xi) Not applicable.

(a)(2) (i)–(v) and (vii) The information set forth in the Offer to Purchase under the headings “Material Federal Income Tax Consequences,” “Background of the Offer; Past Contacts or Negotiations with the Company,” “The Transaction Documents” and “Purpose of the Offer; Plans for the Company” is incorporated herein by reference.

(a)(2)(vi) Not applicable.

Item 5.    Past Contacts, Transactions, Negotiations and Agreements.

(a), (b) The information set forth in the Offer to Purchase under the headings “Certain Information Concerning Circuit City and Purchaser,” “Background of the Offer; Past Contacts or Negotiations with the Company,” “The Transaction Documents” and “Purpose of the Offer; Plans for the Company” is incorporated herein by reference.

Item 6.    Purpose of the Tender Offer and Plans or Proposals.

(a), (c)(1), (c)(3)–(7) The information set forth in the Introduction and in the Offer to Purchase under the headings “Background of the Offer; Past Contacts or Negotiations with the Company,” “The Transaction Documents,” “Purpose of the Offer; Plans for the Company,” “Dividends and Distributions” and “Certain Effects of the Offer” is incorporated herein by reference.

(c)(2) None.

Item 7.    Source and Amount of Funds or Other Consideration.

(a), (b) The information set forth in the Offer to Purchase under the heading “Source and Amount of Funds” is incorporated herein by reference.

(d) Not applicable.

Item 8.    Interest in Securities of the Subject Company.

(a), (b) The information set forth in the Introduction and in the Offer to Purchase under the headings “Certain Information Concerning Circuit City and Purchaser,” “Background of the Offer; Past Contacts or Negotiations with the Company,” “The Transaction Documents,” “Purpose of the Offer; Plans for the Company” and in Schedule I to the Offer to Purchase is incorporated herein by reference.

Item 9.    Persons/Assets, Retained, Employed, Compensated or Used.

(a) The information set forth in the Introduction and in the Offer to Purchase under the heading “Fees and Expenses” is incorporated herein by reference.

Item 10.    Financial Statements.

(a), (b) Not applicable.

Item 11.    Additional Information.

(a)(1) The information set forth in the Offer to Purchase under the headings “Certain Information Concerning Circuit City and Purchaser” and “The Transaction Documents” is incorporated herein by reference.

(a)(2) and (a)(3) The information set forth in the Offer to Purchase under the headings “Terms of the Offer,” “The Transaction Documents,” “Certain Conditions of the Offer” and “Certain Legal Matters; Regulatory Approvals” is incorporated herein by reference.

(a)(4) The information set forth in the Offer to Purchase under the headings “Certain Effects of the Offer” is incorporated herein by reference.

(a)(5) None.

(b) The information set forth in the Offer to Purchase is incorporated herein by reference.

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Item 12.    Exhibits.

(a)(1)(A)	Offer to Purchase
(a)(1)(B)	Letter of Transmittal
(a)(1)(C)	Notice of Guaranteed Delivery
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9
(a)(5)(A)	Press Release issued by Circuit City on March 31, 2004, incorporated herein by reference to the Schedule TO, filed by Circuit City on March 31, 2004
(a)(5)(B)	Electronic Mail Announcement to Circuit City Associates, dated March 31, 2004, incorporated herein by reference to the Schedule TO, filed by Circuit City on March 31, 2004
(a)(5)(C)	Questions & Answers, incorporated herein by reference to a Schedule TO, filed by Circuit City on April 1, 2004
(a)(5)(D)	Script for Conference Call held on March 31, 2004, incorporated herein by reference to the Schedule TO, filed by Circuit City on March 31, 2004
(a)(5)(E)	Transcript of Conference Call held on March 31, 2004, incorporated herein by reference to a Schedule TO, filed by Circuit City on April 1, 2004
(a)(5)(F)	Press Release issued by InterTAN, Inc. on April 6, 2004, incorporated herein by reference to a Schedule TO, filed by Circuit City on April 6, 2004
(a)(5)(G)	Summary Advertisement as published in the Wall Street Journal on April 13, 2004
(a)(5)(H)	Press Release issued by Circuit City on April 13, 2004
(b)	Not applicable
(d)(1)	Acquisition Agreement and Agreement and Plan of Merger, dated as of March 30, 2004, by and among Circuit City Stores, Inc., Winston Acquisition Corp. and InterTAN, Inc.
(d)(2)	Form of Tender Agreement, dated as of March 30, 2004, by and among Circuit City Stores, Inc., Winston Acquisition Corp. and each director of InterTAN, Inc.
(d)(3)	Form of Tender Agreement, dated as of March 30, 2004, by and among Circuit City Stores, Inc., Winston Acquisition Corp. and each executive officer of InterTAN, Inc.
(d)(4)	Employment Agreement between InterTAN Canada Ltd. and Brian E. Levy, dated as of March 30, 2004
(d)(5)	Employment Agreement between InterTAN Canada Ltd. and Jeffrey A. Losch, dated as of March 30, 2004
(d)(6)	Employment Agreement between InterTAN Canada Ltd. and James P. Maddox, dated as of March 30, 2004
(d)(7)	Employment Agreement between InterTAN Canada Ltd. and Ean G. Daoust, dated as of March 30, 2004
(g)	Not applicable
(h)	Not applicable

Item 13.    Information Required by Schedule 13E-3.

Not applicable

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

CIRCUIT CITY STORES, INC.
By:	/s/ Philip J. Dunn
Name: Philip J. Dunn Title: Senior Vice President, Treasurer, Corporate Controller and Chief Accounting Officer

WINSTON ACQUISITION CORP.
By:	/s/ W. Stephen Cannon
Name: W. Stephen Cannon Title: President

Dated: April 13, 2004

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EXHIBIT INDEX

Exhibit	Exhibit Name
(a)(1)(A)	Offer to Purchase
(a)(1)(B)	Letter of Transmittal
(a)(1)(C)	Notice of Guaranteed Delivery
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9
(a)(5)(A)	Press Release issued by Circuit City on March 31, 2004, incorporated herein by reference to the Schedule TO, filed by Circuit City on March 31, 2004
(a)(5)(B)	Electronic Mail Announcement to Circuit City Associates, dated March 31, 2004, incorporated herein by reference to the Schedule TO, filed by Circuit City on March 31, 2004
(a)(5)(C)	Questions & Answers, incorporated herein by reference to a Schedule TO, filed by Circuit City on April 1, 2004
(a)(5)(D)	Script for Conference Call held on March 31, 2004, incorporated herein by reference to the Schedule TO, filed by Circuit City on March 31, 2004
(a)(5)(E)	Transcript of Conference Call held on March 31, 2004, incorporated herein by reference to a Schedule TO, filed by Circuit City on April 1, 2004
(a)(5)(F)	Press Release issued by InterTAN, Inc. on April 6, 2004, incorporated herein by reference to a Schedule TO, filed by Circuit City on April 6, 2004
(a)(5)(G)	Summary Advertisement as published in the Wall Street Journal on April 13, 2004
(a)(5)(H)	Press Release issued by Circuit City on April 13, 2004
(b)	Not applicable
(d)(1)	Acquisition Agreement and Agreement and Plan of Merger, dated as of March 30, 2004, by and among Circuit City Stores, Inc., Winston Acquisition Corp. and InterTAN, Inc.
(d)(2)	Form of Tender Agreement, dated as of March 30, 2004, by and among Circuit City Stores, Inc., Winston Acquisition Corp. and each director of InterTAN, Inc.
(d)(3)	Form of Tender Agreement, dated as of March 30, 2004, by and among Circuit City Stores, Inc., Winston Acquisition Corp. and each executive officer of InterTAN, Inc.
(d)(4)	Employment Agreement between InterTAN Canada Ltd. and Brian E. Levy, dated as of March 30, 2004
(d)(5)	Employment Agreement between InterTAN Canada Ltd. and Jeffrey A. Losch, dated as of March 30, 2004
(d)(6)	Employment Agreement between InterTAN Canada Ltd. and James P. Maddox, dated as of March 30, 2004
(d)(7)	Employment Agreement between InterTAN Canada Ltd. and Ean G. Daoust, dated as of March 30, 2004
(g)	Not applicable
(h)	Not applicable

E-1

EX-99.A1A

EXHIBIT (a)(1)(A)

OFFER TO PURCHASE FOR CASH

ALL OUTSTANDING SHARES OF COMMON STOCK

OF

INTERTAN, INC.

AT

$14.00 NET PER SHARE

BY

WINSTON ACQUISITION CORP.

A WHOLLY OWNED SUBSIDIARY OF

CIRCUIT CITY STORES, INC.

The Offer and withdrawal rights will expire at 11:59 p.m., New York City time, on Tuesday, May 11, 2004, unless the Offer is extended.

The Offer is being made under an Acquisition Agreement and Agreement and Plan of Merger, dated as of March 30, 2004 (the “Acquisition Agreement”), by and among Circuit City Stores, Inc. (“Circuit City”), Winston Acquisition Corp. (“Purchaser”) and InterTAN, Inc. (the “Company” or “InterTAN”). The Offer is conditioned upon, among other things,

• there being validly tendered and not withdrawn before the expiration of the Offer a number of shares of common stock, par value $1.00 per share, of the Company (the “Shares”), that, together with any other Shares then beneficially owned by Circuit City or Purchaser or any of their subsidiaries, represents at least a majority of the then issued and outstanding Shares on a fully diluted basis (the “Minimum Condition”), and

• any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, having expired or been terminated.

The Offer is also subject to other conditions set forth in this offer to purchase. See Section 15—“Certain Conditions of the Offer.”

If the Minimum Condition is met and Purchaser accepts for payment, and pays for, the tendered Shares, the Offer will be followed by a merger (the “Merger”) in which Purchaser will be merged into InterTAN, with InterTAN as the surviving corporation, and all the remaining issued and outstanding Shares will be converted into the right to receive the Offer price.

Stockholders who are residents of Canada should note that this Offer is made in Canada for securities of a U.S. issuer in accordance with U.S. federal securities laws. Stockholders should be aware that the U.S. requirements applicable to the bid may differ from those of the provinces and territories of Canada where the bid is made.

The director and officer of the Purchaser and certain of the experts named in this offer to purchase reside outside of Canada. All of the assets of these persons and of the Purchaser may be located outside of Canada. The Purchaser has appointed Davies Ward Phillips & Vineberg LLP, 1501 McGill College Avenue, 26th floor, Montreal, Quebec H3A 3N9, as its agent for service of process in Canada, but it may not be possible for stockholders to effect service of process within Canada upon the director, officer and experts referred to above. It may also not be possible to enforce against the Purchaser, its director and officer and certain of the experts named in this offer to purchase judgments obtained in Canadian courts predicated upon the civil liability provisions of applicable securities laws in Canada.

The board of directors of the Company unanimously

• determined that the terms of the Offer and the Merger are fair to and in the best interests of the stockholders of the Company,

• approved the Acquisition Agreement and each of the transactions contemplated by the Acquisition Agreement, including the Offer and the Merger, and

• recommends that the Company’s stockholders accept the Offer and tender their Shares to Purchaser under the Offer.

Important

Any stockholder of the Company wishing to tender Shares in the Offer must

• complete and sign the letter of transmittal in accordance with the instructions in the letter of transmittal and mail or deliver the letter of transmittal and all other required documents to Wells Fargo Bank, N.A., the depositary for the Offer, together with certificates representing the Shares tendered or follow the procedure for book-entry transfer set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares” or

• request the stockholder’s broker, dealer, commercial bank, trust company or other nominee to effect the tender of Shares to Purchaser.

A stockholder whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such person if such stockholder wishes to tender those Shares.

Any stockholder of the Company who wishes to tender Shares and cannot deliver certificates representing those Shares and all other required documents to the depositary on or before the Expiration Date (as defined in this offer to purchase) or who cannot comply with the procedures for book-entry transfer on a timely basis may tender those Shares under the guaranteed delivery procedure described in Section 3—“Procedures for Accepting the Offer and Tendering Shares.”

Questions and requests for assistance may be directed to Morrow & Co., Inc., the information agent for the Offer, or Banc of America Securities LLC, the dealer manager in the United States for the Offer, at their respective addresses and telephone numbers set forth on the back cover of this offer to purchase. Additional copies of this offer to purchase, the letter of transmittal, the notice of guaranteed delivery and other related materials may be obtained from the information agent.

Stockholders may also contact their broker, dealer, commercial bank, trust company or other nominee for copies of these documents.

The Dealer Manager in the United States for the Offer is:

Banc of America Securities LLC

April 13, 2004

TABLE OF CONTENTS

		Page
SUMMARY TERM SHEET		1
INTRODUCTION		6
THE TENDER OFFER		9
1.	TERMS OF THE OFFER	9
2.	ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES	11
3.	PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES	12
4.	WITHDRAWAL RIGHTS	15
5.	MATERIAL FEDERAL INCOME TAX CONSEQUENCES	16
6.	PRICE RANGE OF SHARES; DIVIDENDS	19
7.	INFORMATION CONCERNING THE COMPANY	19
8.	CERTAIN INFORMATION CONCERNING CIRCUIT CITY AND PURCHASER	22
9.	SOURCE AND AMOUNT OF FUNDS	23
10.	BACKGROUND OF THE OFFER; PAST CONTACTS OR NEGOTIATIONS WITH THE COMPANY	23
11.	THE TRANSACTION DOCUMENTS	25
12.	PURPOSE OF THE OFFER; PLANS FOR THE COMPANY	38
13.	CERTAIN EFFECTS OF THE OFFER	40
14.	DIVIDENDS AND DISTRIBUTIONS	41
15.	CERTAIN CONDITIONS OF THE OFFER	41
16.	CERTAIN LEGAL MATTERS; REGULATORY APPROVALS	43
17.	FEES AND EXPENSES	45
18.	MISCELLANEOUS	46
CERTIFICATE OF THE PURCHASER		47
SCHEDULE I		I-1

SUMMARY TERM SHEET

Winston Acquisition Corp., a wholly owned subsidiary of Circuit City Stores, Inc., is offering to purchase all of the outstanding shares of common stock of InterTAN, Inc. for $14.00 per share, net to the seller in cash. The following are answers to some of the questions you, as a stockholder of InterTAN, may have about the offer. We urge you to carefully read the remainder of this offer to purchase and the letter of transmittal and the other documents to which we have referred because the information in this summary term sheet is not complete. Additional important information is contained in the remainder of this offer to purchase and in the letter of transmittal. All references to “dollars” or “$” in this offer to purchase mean U.S. dollars unless otherwise indicated.

Who is offering to buy my securities?

We are Winston Acquisition Corp., a Delaware corporation formed for the purpose of making this tender offer. We are a wholly owned subsidiary of Circuit City Stores, Inc., a Virginia corporation. See the “Introduction” to this offer to purchase and Section 8—“Certain Information Concerning Circuit City and Purchaser.”

What are the classes and amounts of securities sought in the offer?

We are seeking to purchase all of the outstanding shares of common stock of InterTAN. See the “Introduction” to this offer to purchase and Section 1—“Terms of the Offer.”

How much are you offering to pay? What is the form of payment? Will I have to pay any fees or commissions?

We are offering to pay $14.00 per share, net to you in cash. If you are the record owner of your shares and you directly tender your shares to us in the offer, you will not have to pay brokerage fees or similar expenses. If you own your shares through a broker or other nominee, and your broker tenders your shares on your behalf, your broker or nominee may charge you a fee or commission for doing so. You should consult your broker or nominee to determine whether any such charges will apply. See the “Introduction” to this offer to purchase.

Do you have the financial resources to make payment?

Yes. Circuit City, our parent company, will provide us with sufficient funds to purchase all shares validly tendered in the offer and to provide funding for our acquisition of the remaining shares in the merger with InterTAN, which is expected to follow the successful completion of the offer in accordance with the terms and conditions of the acquisition agreement. The offer is not conditioned upon any financing arrangements. Circuit City intends to obtain the necessary funds from its available cash. See Section 9—“Source and Amount of Funds.”

Is your financial condition relevant to my decision to tender my shares in the offer?

No. We do not think our financial condition is relevant to your decision whether to tender shares and accept the offer because:

• the offer is being made for all outstanding shares solely for cash;

• we, through our parent company, Circuit City, have sufficient funds available to purchase all shares validly tendered in the offer;

• the offer is not subject to any financing condition; and

• if we consummate the offer, we expect to acquire all remaining shares for the same cash price in the merger.

See Section 9—“Source and Amount of Funds.”

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How long do I have to decide whether to tender my shares in the offer?

You will have at least until 11:59 p.m., New York City time, on Tuesday, May 11, 2004, to tender your shares in the offer. Furthermore, if you cannot deliver everything required to make a valid tender by that time, you may still participate in the offer by using the guaranteed delivery procedure that is described later in this offer to purchase. See Section 1—“Terms of the Offer” and Section 3—“Procedures for Accepting the Offer and Tendering Shares.”

Can the offer be extended and under what circumstances?

Yes. The offer may be extended for varying lengths of time depending on the circumstances. We have agreed in the acquisition agreement that

• we may, without the consent of InterTAN, from time to time, extend the offer if at the initial expiration date or the then current expiration date, as the case may be, any of the conditions to the offer has not been satisfied or waived, until such time as such conditions are satisfied or waived, and

• we may generally extend the offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof or of any Canadian Securities Regulatory Authority applicable to the offer.

However, the expiration date may not be extended in any event beyond September 30, 2004 without InterTAN’s consent. If at the initial expiration date of the offer or any subsequent expiration date, all of the conditions to the offer are satisfied or waived, but less than 90% of the issued and outstanding shares, on a fully diluted basis, have been tendered and not withdrawn, we may extend the offer for a further period of time after we have accepted and paid for all of the shares tendered in the initial period. The subsequent offering period will last at least three but no more than 20 business days in accordance with Rule 14d-11 under the Exchange Act to meet the objective that we acquire at least 90% of the then issued and outstanding shares of InterTAN on a fully diluted basis.

See Section 1—“Terms of the Offer” of this offer to purchase for more details on our obligation and ability to extend the offer.

How will I be notified if the offer is extended?

If we extend the offer, we will inform Wells Fargo Bank, N.A., the depositary for the offer, of that extension and will issue a press release announcing the extension not later than 9:00 a.m., New York City time, on the next business day after the day on which the offer was scheduled to expire. See Section 1—“Terms of the Offer.”

What are the most significant conditions to the offer?

We are not obligated to purchase any shares that are validly tendered unless the number of shares validly tendered and not withdrawn before the expiration date of the offer, together with any other shares we and Circuit City and our respective subsidiaries own, represents at least a majority of the then issued and outstanding shares of InterTAN on a fully diluted basis. We call this condition the “Minimum Condition.” See Section 11—“The Transaction Documents.”

We are not obligated to purchase any shares that are validly tendered if the board of directors of InterTAN withdraws or adversely modifies its recommendation of the offer, the acquisition agreement or the merger.

We are not obligated to purchase shares that are validly tendered if, among other things, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has not expired or been terminated or any material consent or approval required from any governmental authority to consummate the offer and the merger has not been made or obtained.

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The offer is also subject to a number of other important conditions. We can waive some of these conditions without the consent of InterTAN. We cannot, however, waive the Minimum Condition without the consent of InterTAN. See Section 15—“Certain Conditions of the Offer.”

How do I tender my shares?

To tender your shares, you must deliver the certificates representing your shares, together with a completed letter of transmittal and any other documents required by the letter of transmittal, to Wells Fargo Bank, N.A., the depositary for the offer, before the expiration of the tender offer. If your shares are held in street name (that is, through a broker, dealer or other nominee), they must be tendered by your nominee through The Depository Trust Company. If you are unable to deliver any required document or instrument to the depositary by the expiration of the tender offer, you may still participate in the offer by having a broker, a bank or other fiduciary that is an eligible institution guarantee that the missing items will be received by the depositary within three New York Stock Exchange trading days. For the tender to be valid, however, the depositary must receive the missing items within that three trading day period. See Section 3—“Procedures for Accepting the Offer and Tendering Shares.”

Until what time may I withdraw previously tendered shares?

You may withdraw your previously tendered shares at any time before the expiration of the offer. This right to withdraw will not apply to shares tendered in any subsequent offering period, if one is provided. See Section 4—“Withdrawal Rights.”

How do I withdraw previously tendered shares?

To withdraw previously tendered shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the depositary while you still have the right to withdraw shares. If you tendered shares by giving instructions to a broker or bank, you must instruct the broker or bank to arrange for the withdrawal of your shares. See Section 4—“Withdrawal Rights.”

What does the InterTAN board of directors think of the offer?

The board of directors of InterTAN unanimously

• determined that the terms of the offer and the merger are fair to and in the best interests of the stockholders of InterTAN,

• approved the Acquisition Agreement and approved each of the transactions contemplated by the Acquisition Agreement, including the offer and the merger, and

• recommends that the stockholders of InterTAN accept the offer and tender their shares to us under the offer.

Have any stockholders previously agreed to tender their shares?

Yes. The directors and executive officers of InterTAN have agreed to tender shares representing approximately 1.7% of InterTAN’s issued and outstanding shares in the offer. See Section 11—“The Transaction Documents.”

If a majority of the shares are tendered and accepted for payment, will InterTAN continue as a public company?

No. Following the purchase of shares in the offer, we expect to consummate the merger. If the merger takes place, InterTAN no longer will be publicly owned. Even if for some reason the merger does not take place, if we

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purchase all of the tendered shares, there may be so few remaining stockholders and publicly held shares that InterTAN common stock will no longer be eligible to be listed on the New York Stock Exchange, the Toronto Stock Exchange or other securities exchanges or quotation systems; there may not be an active public trading market for InterTAN common stock; and InterTAN may no longer be required to make filings with the SEC or with Canadian Securities Regulatory Authorities or otherwise comply with the SEC rules or applicable Canadian securities law requirements relating to publicly held companies. See Section 13—“Certain Effects of the Offer.”

Will the tender offer be followed by a merger if all of the InterTAN shares are not tendered in the offer?

Yes. If we accept for payment and pay for at least a majority of the shares of InterTAN on a fully diluted basis, we will be merged with and into InterTAN. We have agreed to vote all shares we acquire in the offer in favor of the approval of the merger. If that merger takes place, Circuit City will, directly or indirectly, own all of the shares of InterTAN and all stockholders of InterTAN (other than us, Circuit City, any subsidiaries of InterTAN that own shares of InterTAN and stockholders properly exercising appraisal rights) will receive $14.00 per share in cash, without interest (or any higher price per share that is paid in the offer). See the “Introduction” to this offer to purchase.

If I decide not to tender my shares, how will the offer affect my shares?

If you decide not to tender your shares in the offer and the merger occurs, you will receive the same amount of cash per share that you would have received had you tendered your shares in the offer, without any interest being paid on such amount, subject to any appraisal rights properly exercised by you under Delaware law. Therefore, if the merger takes place and you do not exercise your right to seek appraisal, the only difference to you between tendering your shares and not tendering your shares is that you will be paid earlier if you tender your shares in the offer. If you decide not to tender your shares in the offer and we purchase the tendered shares, but the merger does not occur, there may be so few remaining stockholders and publicly traded shares that InterTAN common stock will no longer be eligible for listing on the New York Stock Exchange, the Toronto Stock Exchange or other securities exchanges or quotation systems and there may not be an active public trading market for InterTAN common stock. Also, as described above, InterTAN may no longer be required to make filings with the SEC, with Canadian Securities Regulatory Authorities or otherwise comply with the SEC rules or applicable Canadian securities law requirements relating to publicly held companies. See the “Introduction” to this offer to purchase and Section 13—“Certain Effects of the Offer.”

What is the market value of my shares as of a recent date?

On March 30, 2004, the last trading day before we announced the tender offer, the last sale price of InterTAN common stock reported on the New York Stock Exchange was $12.25 per share. On April 8, 2004, the last sale price of InterTAN common stock reported on the New York Stock Exchange was $13.93. We encourage you to obtain a recent quotation for shares of InterTAN common stock in deciding whether to tender your shares. See Section 6—“Price Range of Shares; Dividends.”

What are the United States federal income tax consequences of tendering shares in the offer or in the merger?

For stockholders who are citizens or residents of the United States, and for U.S. corporations, partnerships, trusts and estates, the sale or exchange of shares under the offer or the merger will be a taxable transaction for United States federal income tax purposes and possibly for state, local and foreign tax purposes as well. In general, a stockholder who sells shares under the offer or receives cash in exchange for shares under the merger will recognize gain or loss for United States federal income tax purposes equal to the difference, if any, between the amount of cash received and the stockholder’s adjusted tax basis in the shares sold or exchanged. For stockholders who are neither citizens nor residents of the United States, and foreign corporations, partnerships, trusts and estates, the sale or exchange of shares under the offer or merger will be subject to United States federal income tax in certain circumstances. See Section 5—“Material Federal Income Tax Consequences—United States.”

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What are the Canadian federal income tax consequences of tendering shares in the offer or in the merger?

In general, stockholders who are residents of Canada, who hold their shares as capital property and who sell their shares under the offer or receive cash in exchange for shares under the merger will realize a capital gain (or loss) to the extent that the Canadian dollar equivalent of the United States dollars received exceeds (or is less than) the adjusted cost base of such shares to the holder and any reasonable expenses of disposition; thus, the sale or exchange of shares under the offer or the merger may be a taxable transaction for Canadian federal income tax purposes to those residents. See Section 5—“Material Federal Income Tax Consequences—Canada.”

Who should I call if I have questions about the tender offer?

Banks and brokers may call Morrow & Co., Inc. toll-free at (800) 654-2468 and stockholders may call toll-free at (800) 607-0088. Stockholders in the United States may also call Banc of America Securities collect at (212) 583-8537 or toll-free at (888) 583-8900, Ext. 8537. Morrow & Co., Inc. is acting as the information agent and Banc of America Securities is acting as the dealer manager in the United States for our tender offer. See the back cover of this offer to purchase.

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To the Holders of Shares of

Common Stock of InterTAN, Inc.

INTRODUCTION

Winston Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Circuit City Stores, Inc., a Virginia corporation (“Circuit City”), hereby offers to purchase all outstanding shares of common stock, par value $1.00 per share (the “Shares”), of InterTAN, Inc., a Delaware corporation (the “Company” or “InterTAN”), at a price of $14.00 per Share, net to the seller in cash (the “Offer Price”), upon the terms and subject to the conditions set forth in this offer to purchase and in the related letter of transmittal (which, together with any amendments or supplements hereto or thereto, collectively constitute the “Offer”).

The Offer is being made under an Acquisition Agreement and Agreement and Plan of Merger, dated as of March 30, 2004 (the “Acquisition Agreement”), by and among Circuit City, Purchaser and the Company. The Acquisition Agreement provides, among other things, that, after the consummation of the Offer and subject to certain conditions, Purchaser will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation (the “Surviving Corporation”), wholly owned by Circuit City. Under the Acquisition Agreement, at the effective time of the Merger (the “Effective Time”), each Share issued and outstanding immediately before the Effective Time (other than Shares held by the Company as treasury stock, owned by any of InterTAN’s subsidiaries or owned by Circuit City, Purchaser or any of Circuit City’s other wholly owned subsidiaries, all of which will be cancelled, and other than Shares that are held by stockholders, if any, who properly exercise their appraisal rights under the Delaware General Corporation Law (the “DGCL”)), will be converted into the right to receive $14.00 or any greater per Share price paid in the Offer in cash, without interest (the “Merger Consideration”).

In connection with the execution of the Acquisition Agreement, Circuit City and Purchaser entered into Tender Agreements, each dated as of March 30, 2004 (the “Tender Agreements”), with the directors and executive officers of the Company (the “Tendering Stockholders”). Approximately 1.7% of the issued and outstanding Shares are subject to the Tender Agreements. Under the Tender Agreements, each Tendering Stockholder has agreed, among other things and upon the terms and conditions set forth therein, to

• tender his Shares to Purchaser in the Offer,

• grant Circuit City an option to purchase his Shares which is exercisable upon the occurrence of certain events,

• vote his Shares in the manner specified in the Tender Agreements with respect to specified matters, and

• appoint Circuit City as his proxy to vote his Shares in specified circumstances.

The Acquisition Agreement and the Tender Agreements are more fully described in Section 11—“The Transaction Documents.”

Tendering Stockholders who are record owners of their Shares and who tender directly to the depositary (as defined below) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the letter of transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser under the Offer. Stockholders who hold their Shares through a broker or bank should consult such institution as to whether it charges any such fees or commissions. Circuit City or Purchaser will pay all charges and expenses of Banc of America Securities, as dealer manager in the United States, Wells Fargo Bank, N.A., as depositary, and Morrow & Co., Inc., as information agent, incurred in connection with the Offer. See Section 17—“Fees and Expenses.”

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The board of directors of the Company unanimously

• determined that the terms of the Offer and the Merger are fair to and in the best interests of the stockholders of the Company,

• approved the Acquisition Agreement and each of the transactions contemplated by the Acquisition Agreement, including the Offer and the Merger, and

• recommends that the Company’s stockholders accept the Offer and tender their Shares to Purchaser under the Offer.

Scotia Capital Inc. (“Scotia Capital”), the Company’s financial advisor, delivered to the board of directors of the Company (the “Company Board”) its written opinion, dated March 30, 2004, to the effect that, as of that date and based upon and subject to the matters stated in that opinion, the consideration to be received by holders of Shares in the Offer and the Merger, as applicable, was fair from a financial point of view to the Company’s stockholders. The full text of Scotia Capital’s written opinion, which describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken, is included as an annex to the Schedule 14D-9 filed by the Company with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is being mailed to stockholders with this offer to purchase. Stockholders are urged to read the full text of that opinion carefully and in its entirety.

The Offer is conditioned upon, among other things,

• there being validly tendered and not withdrawn before the expiration of the Offer a number of Shares, that, together with any other Shares then owned by Circuit City or Purchaser or any of their subsidiaries, represents at least a majority of the then issued and outstanding Shares on a fully diluted basis (the “Minimum Condition”), and

• the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), having expired or been terminated and all material consents, approvals or authorizations required to be obtained before the consummation of the Offer and the Merger from any governmental or regulatory authority having been made or obtained.

The Offer is also subject to other conditions set forth in this offer to purchase.

For purposes of the Offer, “on a fully diluted basis” means, as of any date, the number of Shares issued and outstanding, together with the Shares that may be issued by the Company under warrants, options, rights or other obligations outstanding at that date, whether or not vested or then exercisable. Shares held by a subsidiary of the Company are not considered outstanding except for purposes of determining whether Circuit City and Purchaser have acquired 90% of the issued and outstanding Shares. The Company has advised Circuit City that, on April 6, 2004, 20,241,438 Shares were issued and outstanding (excluding Shares held by a subsidiary of the Company), and options to purchase 1,116,383 Shares were outstanding. None of Circuit City, Purchaser or any person listed on Schedule I hereto beneficially owns any Shares. The Tendering Stockholders have agreed in the Tender Agreements to tender their Shares to Purchaser in the Offer. The Shares subject to the Tender Agreements represent approximately 1.7% of the issued and outstanding Shares.

The Acquisition Agreement provides that following the purchase of and payment for Shares representing at least a majority of the then issued and outstanding Shares on a fully diluted basis, and before the Effective Time, the Company must use its reasonable best efforts to

• increase the size of the Company Board to seven,

• secure resignations from all current directors, other than three current directors meeting the independence requirements of the New York Stock Exchange (“NYSE”) and of Rule 10A-3 under the Exchange Act (such directors, the “Independent Directors”), and

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• cause a number of persons (who will be designated by Circuit City) equal to the aggregate vacancies so created to be elected to fill those vacancies.

Until the Effective Time, the Company will cause the Company Board to have at least three Independent Directors.

The Merger is subject to the satisfaction or waiver of certain conditions, including, if required, the approval and adoption of the Acquisition Agreement by the affirmative vote of the holders of a majority of the outstanding Shares. If the Minimum Condition is satisfied, Purchaser would have sufficient voting power to approve the Merger without the affirmative vote of any other stockholder of the Company. The Company has agreed to seek stockholder approval of the Acquisition Agreement and the Merger, if required, by causing a special meeting of the stockholders to be held as promptly as practicable following Purchaser’s acceptance for payment of, and final payment for, the Shares tendered under the Offer and to promptly prepare and file with the SEC a proxy statement relating to the Merger and the Acquisition Agreement and cause the proxy statement to be mailed to its stockholders. Circuit City and Purchaser have agreed to vote their Shares in favor of the approval of the Merger and adoption of the Acquisition Agreement. See Section 11—“The Transaction Documents.”

This offer to purchase and the related letter of transmittal contain important information that should be read carefully before any decision is made with respect to the Offer. This offer to purchase contains forward-looking statements that involve risks and uncertainties, including without limitation statements regarding the

• risks associated with satisfying the various conditions to the Offer;

• timing and ultimate completion of the proposed acquisition of InterTAN;

• Circuit City’s ability to integrate and operate InterTAN successfully;

• InterTAN’s projected operating results;

• successful introduction of the InterTAN product line in Circuit City Superstores;

• anticipated cash flow;

• realization of purchasing synergies; and

• general economic conditions and normal business uncertainty.

Additional discussion of factors that could cause actual results to differ materially from management’s projections, forecasts, estimates and expectations is set forth under Management’s Discussion and Analysis of Results of Operations and Financial Condition in the Circuit City Stores, Inc. Annual Report for fiscal 2003 and Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2003, and in Circuit City’s other SEC filings. A copy of Circuit City’s annual report is available on its Web site at www.circuitcity.com. Please refer to InterTAN’s annual report on Form 10-K for the fiscal year ended June 30, 2003 and quarterly reports for the fiscal quarters ended September 30, 2003 and December 31, 2003, for discussion of factors that could affect InterTAN’s results of operations and financial condition. A copy of InterTAN’s annual report on Form 10-K and quarterly reports on Form 10-Q are available at www.sec.gov and www.sedar.com.

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THE TENDER OFFER

1.    TERMS OF THE OFFER

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), Purchaser will accept for payment and pay for all Shares validly tendered before the Expiration Date and not properly withdrawn as permitted under Section 4—“Withdrawal Rights.” The term “Expiration Date” means 11:59 p.m., New York City time, on Tuesday, May 11, 2004, unless Purchaser, in accordance with the Acquisition Agreement, extends the period during which the Offer is open, in which event the term “Expiration Date” means the latest time and date on which the Offer, as so extended (other than any extension with respect to the Subsequent Offering Period described below) expires.

The Offer is conditioned upon the satisfaction of the Minimum Condition and the other conditions set forth in Section 15—“Certain Conditions of the Offer.” Subject to the provisions of the Acquisition Agreement, Purchaser may waive any or all of the conditions to its obligation to accept for payment and pay for Shares under the Offer (other than the Minimum Condition, which may be waived only with the consent of InterTAN).

Purchaser may, without the consent of InterTAN, (1) from time to time, extend the Offer if at the initial expiration date or the then current expiration date, as the case may be, any of the conditions to the Offer has not been satisfied or waived, until such time as such conditions are satisfied or waived and (2) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC, the staff thereof or any Canadian Securities Regulatory Authority (as defined in the Acquisition Agreement) applicable to the Offer; provided however that in either of the cases described in clauses (1) and (2), the expiration date may not be so extended beyond September 30, 2004 without the Company’s consent.

Purchaser has agreed that, without the prior written consent of the Company, it will not make any change to the Offer that

• waives the Minimum Condition,

• decreases the Offer Price,

• changes the form of consideration payable in the Offer,

• decreases the number of Shares sought in the Offer,

• increases the Minimum Condition,

• imposes additional conditions or modifies any of the conditions to the Offer in any manner materially adverse to the holders of the Shares, or

• except as otherwise described above, extends the period during which the Offer is open.

The Acquisition Agreement also provides that if all conditions to the Offer are satisfied or waived, and if the number of Shares that have been validly tendered and not withdrawn is less than 90% of the Shares then issued and outstanding on a fully diluted basis, Purchaser may elect, without the consent of the Company, to provide a subsequent offering period in accordance with Rule 14d-11 of the Exchange Act (a “Subsequent Offering Period”). A Subsequent Offering period is an additional period of time from three to twenty business days in length, beginning after Purchaser purchases Shares tendered in the Offer, during which time stockholders may tender, but not withdraw, their Shares and receive the Offer Price. Rule 14d-11 provides that Purchaser may provide a Subsequent Offering Period so long as, among other things,

• the Offer remained open for a minimum of twenty business days and has expired,

• Purchaser immediately accepts and promptly pays for all Shares tendered during the Offer before the Expiration Date,

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• Purchaser announces the results of the Offer, including the approximate number and percentage of Shares tendered and accepted in the Offer, no later than 9:00 a.m., New York City time, on the next business day after the Expiration Date and immediately begins the Subsequent Offering Period, and

• Purchaser immediately accepts and promptly pays for Shares as they are tendered during the Subsequent Offering Period.

If Purchaser elects to provide a Subsequent Offering Period, it will provide an announcement to that effect by issuing a press release to a national news service on the next business day after the previously scheduled Expiration Date.

Subject to the applicable rules and regulations of the SEC and the provisions of the Acquisition Agreement, Purchaser expressly reserves the right, at any time on or after the date of the Acquisition Agreement and before the Expiration Date, to

• amend the Offer or

• waive any condition to the Offer (other than the Minimum Condition),

in each case by giving oral or written notice to the depositary and by making a public announcement thereof.

The rights reserved by Purchaser by the preceding paragraph are in addition to Purchaser’s rights under Section l5—“Conditions of the Offer.” Any extension, delay, termination, waiver or amendment will be followed promptly by a public announcement. The announcement, in the case of an extension, will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date, in accordance with the public announcement requirements of Rule 14e-l(d) under the Exchange Act. Subject to applicable law (including Rules 14d-4(d) and l4d-6(c) under the Exchange Act, which require that material changes be promptly disseminated to stockholders in a manner reasonably designed to inform them of such changes) and without limiting the manner in which Purchaser may choose to make any public announcement, Purchaser has no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release to a national news service.

If Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment under the Offer for any reason, then, without prejudice to Purchaser’s rights under the Offer, the depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4—“Withdrawal Rights.” However, the ability of Purchaser to delay the payment for Shares that Purchaser has accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires that a bidder pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of such bidder’s offer.

If Purchaser makes a material change in the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, Purchaser will disseminate additional tender offer materials and extend the Offer to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-l under the Exchange Act. The minimum period during which an offer must remain open following a material change in the terms of the offer, other than a change in price, percentage of securities sought or inclusion of or changes to a dealer’s soliciting fee, will depend upon the facts and circumstances, including the materiality, of the change. In the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders and, if a material change is made with respect to information that approaches the significance of price and the percentage of Shares sought, a minimum of ten business days may be required to allow for adequate dissemination and investor response. Accordingly, if, before the Expiration Date, Purchaser decreases the number of Shares being sought or increases the consideration offered under the Offer, and if the Offer is scheduled to expire at any time earlier than the tenth business day from the

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date that notice of such increase or decrease is first published, sent or given to stockholders, the Offer will be extended at least until the expiration of such tenth business day. As used in this offer to purchase, “business day” has the meaning set forth in Rule 14d-1 under the Exchange Act.

The Company has provided Purchaser with the Company’s stockholder list and security position listings for the purpose of transmitting the Offer to holders of Shares. This offer to purchase and the related letter of transmittal will be mailed to record holders of Shares whose names appear on the Company’s stockholder list and will also be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing.

2.    ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment) and upon the satisfaction or waiver of all the conditions to the Offer set forth in Section 15—“Certain Conditions of the Offer,” Purchaser will accept for payment and will pay for all Shares validly tendered and not properly withdrawn promptly after the Expiration Date. Subject to the terms of the Acquisition Agreement and compliance with Rule 14e-l(c) under the Exchange Act, Purchaser expressly reserves the right to delay acceptance for payment of Shares pending receipt of regulatory or governmental approvals and any applicable pre-merger notification laws or regulations of foreign jurisdictions, including, without limitation, the HSR Act. See Section 16—“Certain Legal Matters; Regulatory Approvals.” If Purchaser decides to include a Subsequent Offering Period, Purchaser will accept for payment, and promptly pay for, all validly tendered Shares as they are received during the Subsequent Offering Period. See Section 1—“Terms of the Offer.”

In all cases (including during any Subsequent Offering Period), payment for Shares accepted for payment under the Offer will be made only after timely receipt by the depositary of

• the certificates evidencing such Shares (the “Share Certificates”) or confirmation of a book-entry transfer of such Shares (a “Book-Entry Confirmation”) into the depositary’s account at The Depository Trust Company (the “Book-Entry Transfer Facility”) under the procedures set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares,”

• the letter of transmittal, properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message (as defined below) in lieu of the letter of transmittal and

• any other documents required by the letter of transmittal.

Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the depositary.

The term “Agent’s Message” means a message, transmitted by the Book-Entry Transfer Facility to and received by the depositary and forming a part of a Book-Entry Confirmation, that states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Shares that are the subject of that Book-Entry Confirmation, that the participant has received and agrees to be bound by the terms of the letter of transmittal and that Purchaser may enforce that agreement against the participant.

For purposes of the Offer (including during any Subsequent Offering Period), Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not properly withdrawn, if and when Purchaser gives oral or written notice to the depositary of Purchaser’s acceptance for payment of such Shares under the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment under the Offer will be made by deposit of the Offer Price for those Shares with the depositary, who will act as agent for tendering stockholders for the purpose of receiving payments from Purchaser and

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transmitting such payments to tendering stockholders whose Shares have been accepted for payment. If Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment under the Offer for any reason, then, without prejudice to Purchaser’s rights under the Offer, the depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and those Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4—“Withdrawal Rights” and as otherwise required by Rule 14e-1(c) under the Exchange Act.

If any tendered Shares are not accepted for payment for any reason under the terms and conditions of the Offer, or if Share Certificates are submitted evidencing more Shares than are tendered, Share Certificates evidencing unpurchased Shares will be returned, without expense to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into the depositary’s account at the Book-Entry Transfer Facility under the procedure set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares,” those Shares will be credited to an account maintained at the Book-Entry Transfer Facility), promptly following the expiration or termination of the Offer.

3.    PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES

Valid Tenders. In order for a stockholder validly to tender Shares under the Offer, either

• the letter of transmittal, properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the letter of transmittal) and any other documents required by the letter of transmittal, must be received by the depositary at one of its addresses set forth on the back cover of this offer to purchase and either

• the Share Certificates evidencing tendered Shares must be received by the depositary at such address or

• those Shares must be tendered under the procedure for book-entry transfer described below and a Book-Entry Confirmation must be received by the depositary, in each case before the Expiration Date (or, with respect to any Subsequent Offering Period, if one is provided, before the expiration thereof), or

• the tendering stockholder must comply with the guaranteed delivery procedures described below.

Book-Entry Transfer. The depositary will establish an account with respect to the Shares at the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this offer to purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make a book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer those Shares into the depositary’s account at the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility’s procedures for the transfer. However, although delivery of Shares may be effected through book-entry transfer at the Book-Entry Transfer Facility, either the letter of transmittal, properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the letter of transmittal, and any other required documents, must, in any case, be received by the depositary at one of its addresses set forth on the back cover of this offer to purchase before the Expiration Date (except with respect to any Subsequent Offering Period, if one is provided), or the tendering stockholder must comply with the guaranteed delivery procedure described below. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the depositary.

For Shares to be validly tendered during any Subsequent Offering Period, the tendering stockholder must comply with the foregoing procedures, except that required documents and Shares Certificates must be received during the Subsequent Offering Period.

Signature Guarantees. No signature guarantee is required on the letter of transmittal

• if the letter of transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in the Book-Entry Transfer Facility’s systems whose name appears

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on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder has completed either the box labeled “Special Delivery Instructions” or the box labeled “Special Payment Instructions” on the letter of transmittal or

• if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each an “Eligible Institution” and collectively “Eligible Institutions”).

In all other cases, all signatures on a letter of transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the letter of transmittal. If a Share Certificate is registered in the name of a person or persons other than the signer of the letter of transmittal, or if payment is to be made or delivered to, or a Share Certificate not accepted for payment or not tendered is to be issued in, the name(s) of a person other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the letter of transmittal. See Instructions 1 and 5 of the letter of transmittal.

Guaranteed Delivery. If a stockholder desires to tender Shares under the Offer and the Share Certificates evidencing such stockholder’s Shares are not immediately available or such stockholder cannot deliver the Share Certificates and all other required documents to the depositary before the Expiration Date, or such stockholder cannot complete the procedure for delivery by book-entry transfer on a timely basis, such Shares may nevertheless be tendered; provided that all of the following conditions are satisfied:

• the tender is made by or through an Eligible Institution;

• a properly completed and duly executed notice of guaranteed delivery, substantially in the form made available by Purchaser, is received before the Expiration Date by the depositary as provided below; and

• the Share Certificates (or a Book-Entry Confirmation) evidencing all tendered Shares, in proper form for transfer, in each case together with the letter of transmittal, properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message), and any other documents required by the letter of transmittal are received by the depositary within three New York Stock Exchange trading days after the date of execution of such notice of guaranteed delivery.

The notice of guaranteed delivery may be delivered by hand or transmitted by manually signed facsimile transmission or mailed to the depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of notice of guaranteed delivery made available by Purchaser.

Notwithstanding any other provision of this Offer, payment for Shares accepted under the Offer will in all cases only be made after timely receipt by the depositary of

• certificates evidencing such Shares or a Book-Entry Confirmation of a book-entry transfer of such Shares into the depositary’s account at the Book-Entry Transfer Facility under the procedures set forth in this Section 3,

• the letter of transmittal, properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message in lieu of the letter of transmittal, and

• any other documents required by the letter of transmittal.

Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book Entry Confirmations with respect to Shares are actually received by the depositary.

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The method of delivery of Share Certificates, the letter of transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the option and risk of the tendering stockholder, and the delivery will be deemed made only when actually received by the depositary (including, in the case of a book-entry transfer, receipt of a Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

The tender of Shares under any one of the procedures described above will constitute the tendering stockholder’s acceptance of the Offer, as well as the tendering stockholder’s representation and warranty that the stockholder has the full power and authority to tender and assign the Shares tendered, as specified in the letter of transmittal. Purchaser’s acceptance for payment of Shares tendered under the Offer will constitute a binding agreement between the tendering stockholder and Purchaser upon the terms and subject to the conditions of the Offer.

Determination Of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Purchaser, in its reasonable discretion, which determination will be final and binding on all parties. Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of which may, in the opinion of its counsel, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to the satisfaction of Purchaser. None of Circuit City, Purchaser, the dealer manager, the depositary, the information agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Purchaser’s interpretation of the terms and conditions of the Offer (including the letter of transmittal and the instructions thereto) will be final and binding.

Appointment. By executing and delivering the letter of transmittal and tendering Share Certificates or completing the procedure for book-entry transfer, as set forth above, the tendering stockholder will irrevocably appoint designees of Purchaser as the stockholder’s attorneys and proxies in the manner set forth in the letter of transmittal, each with full power of substitution, to the full extent of the stockholder’s rights with respect to the Shares tendered by the stockholder and accepted for payment by Purchaser and with respect to any and all other Shares or other securities or rights issued or issuable in respect of those Shares. All such powers of attorney and proxies will be considered irrevocable and coupled with an interest in the tendered Shares. The appointment will be effective when, and only to the extent that, Purchaser accepts for payment Shares tendered by the stockholder as provided herein. Upon the appointment, all prior powers of attorney and proxies given by the stockholder with respect to the Shares or other securities or rights will, without further action, be revoked and no subsequent powers of attorney and proxies or revocations may be given by the stockholder (and, if given, will not be deemed effective). The designees of Purchaser will thereby be empowered to exercise all voting and other rights with respect to the Shares and other securities or rights, including, without limitation, in respect of any annual, special or adjourned meeting of the Company’s stockholders, actions by written consent in lieu of any such meeting or otherwise, as they in their sole discretion deem proper. Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered immediately upon Purchaser’s acceptance for payment of those Shares, Purchaser must be able to exercise full voting, consent and other rights with respect to those Shares and other related securities or rights, including voting at any meeting of stockholders.

Backup Withholding. Under the “backup withholding” provisions of U.S. federal income tax law, the depositary may be required to withhold and pay over to the Internal Revenue Service a portion of the amount of any payments made under the Offer or Merger. To avoid backup withholding, unless an exemption applies, a stockholder who is a U.S. person (as defined for U.S. federal income tax purposes) must provide the depositary with the stockholder’s correct taxpayer identification number (“TIN”) and certify under penalties of perjury that the TIN is correct, and that the stockholder is not subject to backup withholding, by completing the Substitute

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Form W-9 in the letter of transmittal. If a stockholder does not provide its correct TIN or fails to provide the certifications described above, the Internal Revenue Service may impose a penalty on the stockholder and any payment made to the stockholder under the Offer or Merger may be subject to backup withholding at the current rate of 28%. All stockholders surrendering Shares under the Offer or Merger who are U.S. persons should complete and sign the Substitute Form W-9 included in the letter of transmittal to provide the information and certifications necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to the depositary). Some stockholders (including, among others, all corporations and certain foreign individuals and entities) may not be subject to backup withholding.

Canadian and other foreign stockholders should complete and sign the appropriate Form W-8 (a copy of which may be obtained from the depositary) in order to avoid backup withholding. Foreign stockholders should consult their tax advisors regarding the appropriate Form W-8 to use in order to establish their exemption from tax withholding. See Instruction 8 of the letter of transmittal.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from payments made to a stockholder may be refunded or credited against the stockholder’s U.S. federal income tax liability, if any, provided that the required information is furnished to the Internal Revenue Service.

4.    WITHDRAWAL RIGHTS

Except as otherwise provided in this Section 4, tenders of Shares made under the Offer are irrevocable. Shares tendered under the Offer may be withdrawn at any time before the Expiration Date and, unless previously accepted for payment by Purchaser under the Offer, may also be withdrawn at any time after June 12, 2004.

For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the depositary at one of its addresses set forth on the back cover page of this offer to purchase. The notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of those Shares, if different from that of the person who tendered the Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the depositary, then, before the physical release of those Share Certificates, the serial numbers shown on the Share Certificates must be submitted to the depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless the Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered under the procedures for book-entry transfer as set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares.

If Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment under the Offer for any reason, then, without prejudice to Purchaser’s rights under the Offer, the depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and those Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein.

Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by again following one of the procedures described in Section 3—“Procedures for Accepting the Offer and Tendering Shares” at any time before the Expiration Date or during the Subsequent Offering Period, if any.

No withdrawal rights apply during the Subsequent Offering Period with respect to Shares tendered in the Offer and accepted for payment. See Section 1—“Terms of the Offer.”

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All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Purchaser, in its reasonable discretion, whose determination will be final and binding, and none of Circuit City, Purchaser, the dealer manager, the depositary, the information agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

5.    MATERIAL FEDERAL INCOME TAX CONSEQUENCES

Material United States Federal Income Tax Consequences

The following is a summary of the material United States federal income tax consequences of the Offer and the Merger to stockholders of the Company whose Shares are tendered and accepted for payment under the Offer or whose Shares are converted into the right to receive cash in the Merger. It does not consider or describe all of the possible U.S. federal income tax consequences that might affect you. In addition, this summary does not address any state, local, or foreign tax consequences that may result from the sale or exchange of Shares pursuant to the Offer or Merger. This summary is based upon the Internal Revenue Code of 1986, as amended, (the “Code”), Treasury regulations, judicial authorities, published positions of the Internal Revenue Service and other applicable authorities, all as in effect on the date hereof and all of which are subject to change or differing interpretations (possibly with retroactive effect). This summary is limited to stockholders of the Company who hold their Shares as capital assets for U.S. federal income tax purposes (generally, assets held for investment). This summary does not apply to stockholders of the Company who hold their Shares pursuant to the exercise of employee stock options or otherwise as compensation, nor does it apply to certain types of stockholders (such as insurance companies, tax-exempt organizations, financial institutions, brokers and dealers in securities or currencies) that are subject to special treatment under U.S. federal income tax laws. In addition, this summary does not discuss the U.S. federal income tax consequences to stockholders of the Company who hold their Shares as part of a straddle, hedge, conversion, or other integrated investment transaction, or whose functional currency is not the U.S. dollar. It also does not address the U.S. federal alternative minimum tax. For purposes of this summary, we have assumed that the Shares do not constitute a “United States real property interest” and that neither the Company nor any of its affiliates is a “United States real property holding corporation,” each within the meaning of Section 897(c) of the Code.

This summary does not cover all U.S. federal income tax considerations. This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular holder of Shares, and no representations with respect to the tax consequences to any particular holder of Shares are made. Accordingly, holders of Shares should consult their own tax advisors with respect to their particular circumstances, including the application and effect of the income and other tax laws of any country, state, or local tax authority.

Tax Consequences to U.S. Holders

The discussion under this heading is limited to (1) individuals who are citizens or residents of the United States; (2) corporations, partnerships, or other entities created or organized in the United States or under the laws of the United States or any state (including, for this purpose, the District of Columbia); (3) an estate the income of which is subject to U.S. federal income tax regardless of its source; (4) a trust if a court within the U.S. is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust; and (5) persons otherwise subject to U.S. federal income taxation on a net income basis in respect to the Shares. Stockholders of the Company who are described in the preceding sentence are referred to below as “U.S. Holders.”

The sale or exchange of Shares for cash under the Offer or the Merger will be a taxable transaction to U.S. Holders for U.S. federal income tax purposes. In general, a U.S. Holder who sells Shares under the Offer or receives cash in exchange for Shares under the Merger will recognize gain or loss for U.S. federal income tax

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purposes in an amount equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the Shares sold or exchanged. Gain or loss will be determined separately for each block of Shares (that is, Shares acquired at the same cost in a single transaction) tendered under the Offer or exchanged for cash under the Merger. Such gain or loss will be long-term capital gain or loss provided that a U.S. Holder’s holding period for such Shares is more than one year at the time of consummation of the Offer or the Merger, as the case may be. Capital gains recognized by an individual U.S. Holder upon a disposition of Shares that have been held for more than one year generally will be subject to a maximum U.S. federal income tax rate of 15%. In the case of Shares that have been held for one year or less, capital gains generally will be subject to tax at ordinary income tax rates (the maximum ordinary rate currently is 35%). Some limitations apply to the use of a stockholder’s capital losses.

Tax Consequences to Non-U.S. Holders

The discussion under this heading is limited to stockholders of the Company who are not U.S. Holders. Such stockholders are referred to below as “Non-U.S. Holders.”

In general, the sale or exchange of Shares for cash under the Offer or the Merger will not be a taxable transaction to a Non-U.S. Holder for U.S. federal income tax purposes unless one of the following conditions applies:

• the gain is “U.S. trade or business income,” which means that the gain is attributable to the conduct of a trade or business in the U.S.;

• the Non-U.S. Holder is an individual who is present in the U.S. for 183 days or more during the taxable year in which the Offer or Merger is consummated by such stockholder pursuant to the Offer or Merger, unless an exception applies; or

• the Non-U.S. Holder is subject to U.S. federal income tax as a result of U.S. law that applies to some U.S. expatriates, including former citizens or residents of the U.S.

The rules set forth in the previous paragraph may be modified by an income tax treaty between the United States and another country. For example, a Non-U.S. Holder who is a resident of Canada for purposes of the U.S.-Canada income tax treaty generally would not be subject to U.S. federal income tax on the sale or exchange of Shares for cash under the Offer or the Merger unless:

• the Shares formed part of the business property of a “permanent establishment” which such Non-U.S. Holder has or had in the United States within the 12 month period preceding the date of such sale or exchange;

• the Shares pertained to a “fixed base” which is or was available for the purpose of performing independent personal services in the United States within the 12 month period preceding the date of such sale or exchange; or

• in the case of a Non-U.S. Holder who is an individual, such stockholder was (a) a resident of the U.S. for 120 months during any period of 20 consecutive years preceding such sale or exchange; (b) was a resident of the U.S. at any time during the 10 year period immediately preceding such sale or exchange; and (c) such Shares were owned by such stockholder at the time he or she ceased to be a resident of the United States.

Withholding

A stockholder whose Shares are sold or exchanged under the Offer or the Merger may be subject to backup withholding unless required information and certifications are provided to the depositary or an exemption applies. See Section 3—“Procedures for Accepting the Offer and Tendering Shares.”

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Material Canadian Federal Income Tax Consequences

The following is a summary of the principal Canadian federal income tax considerations under the Income Tax Act (Canada) (the “Act”) generally applicable to a holder who, at all relevant times, for purposes of the Act and any applicable income tax treaty, is, or is deemed to be, resident in Canada and holds the Shares as capital property (a “Canadian Holder”) and whose Shares are tendered and are accepted for payment under the Offer or converted into the right to receive cash in the Merger. Shares will generally be considered capital property to a Canadian Holder unless the Canadian Holder holds those Shares in the course of carrying on a business or the Canadian Holder has acquired those Shares in a transaction or transactions considered to be an adventure in the nature of trade. The Act contains certain provisions relating to securities held by certain financial institutions (the “mark-to-market rules”). This summary does not take into account those mark-to-market rules and any Canadian Holders that are “financial institutions” for the purpose of those rules should consult their own tax advisors. This summary does not address any holder in respect of which the Company is a “foreign affiliate” under the Act, and is not applicable to a holder, an interest in which is a “tax shelter investment” for purposes of the Act.

This summary is based on the current provisions of the Act, the regulations thereunder, and the current published administrative and assessing practices of the Canada Customs and Revenue Agency (the “CCRA”). This summary takes into account all specific proposals to amend the Act and the regulations thereunder publicly announced by the Minister of Finance (Canada) prior to the date hereof, although there is no certainty that such proposals will be enacted in the form proposed, if at all. This summary does not otherwise take into account or anticipate any changes in law, whether by judicial, governmental or legislative decision or action, or changes in administrative and assessing practices of the CCRA, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ from those discussed herein.

This summary does not cover all Canadian federal income tax considerations. This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular holder of Shares, and no representations with respect to the tax consequences to any particular holder of Shares are made. Accordingly, holders of Shares should consult their own tax advisors with respect to their particular circumstances, including the application and effect of the income and other tax laws of any country, province, territory, state or local tax authority.

For the purposes of the Act and regulations thereunder, all amounts relating to the acquisition, holding or disposition of the Shares, including adjusted cost base and proceeds of disposition, must be expressed in Canadian dollars, based on the prevailing Canadian/U.S. dollar exchange rate at the relevant time.

A Canadian Holder who disposes of Shares pursuant to the Offer, or whose Shares are converted into a right to receive cash in the Merger, will realize a capital gain (or capital loss) equal to the amount by which the proceeds of disposition exceed (or are less than) the adjusted cost base of the Shares to the Canadian Holder and any reasonable expenses incurred by the Canadian Holder for the purpose of the disposition.

A Canadian Holder will be required to include one-half of the amount of any resulting capital gain (a “taxable capital gain”) in income, and will be required to deduct one-half of the amount of any resulting capital loss (an “allowable capital loss”) against taxable capital gains realized in the year of disposition. Allowable capital losses not deducted in the taxation year in which they are realized may be carried back up to three taxation years or forward indefinitely and deducted against taxable capital gains realized in such years, to the extent and under the circumstances specified in the Act. Any such capital loss otherwise determined resulting from the disposition of the Shares may, in certain circumstances, be reduced by the amount of certain dividends previously received or deemed to have been received on the Shares, to the extent and under the circumstances described in the Act.

A “Canadian-controlled private corporation” (as defined in the Act) may be liable to pay an additional 6 ²/3% refundable tax on certain investment income, including taxable capital gains. Capital gains realized by an

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individual or a trust, other than certain specified trusts, may be subject to alternative minimum tax under the Act. Canadian Holders should consult their own tax advisors with respect to alternative minimum tax.

6.    PRICE RANGE OF SHARES; DIVIDENDS

The Shares trade on the New York Stock Exchange (the “NYSE”) under the symbol “ITN” and on the Toronto Stock Exchange (the “TSX”) under the symbol “ITA.” The following table sets forth, for the periods indicated, the high and low sale prices per Share for the periods indicated. Share prices are as reported on the NYSE based on published financial sources.

Quarter Ended	High		Low
March 2004	$	14.00	$	9.90
December 2003		10.90		9.15
September 2003		10.13		7.60
June 2003		8.20		4.53
March 2003		8.23		4.50
December 2002		8.15		4.65
September 2002		11.35		6.55
June 2002		13.95		10.70
March 2002		12.65		11.22
December 2001		12.90		7.60
September 2001		13.50		6.01

On March 30, 2004, the last full day of trading before the public announcement of the execution of the Acquisition Agreement, the closing price of the Shares on the NYSE was $12.25 per Share. On April 8, 2004, the closing price of the Shares on the NYSE was $13.93 per Share. The Company has never paid a cash dividend and the setting aside for payment or paying any dividend on the Shares is prohibited by the Acquisition Agreement.

Stockholders are urged to obtain a current market quotation for the Shares.

7.    INFORMATION CONCERNING THE COMPANY

General. InterTAN is a Delaware corporation with its principal offices located at 279 Bayview Drive, Barrie, Ontario Canada L4M 4W5. The telephone number for the Company is (705) 728-6242. According to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2003, the Company is a consumer electronics retailer of both private-label and internationally branded products. InterTAN operates through approximately 990 company retail stores and dealer outlets in Canada under the trade names RadioShack^®, Rogers Plus^® and Battery Plus^®.

Available Information. The Shares are registered under the Exchange Act. Accordingly, the Company is subject to the information reporting requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. InterTAN’s SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document InterTAN files at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. You may also read and copy these documents at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

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Summary Financial Information. Set forth below is certain summary financial information for the Company and its consolidated subsidiaries for the last two fiscal years excerpted from the Company’s Annual Report on Form 10-K for the periods ended June 30, 2002 and 2003 and the summary financial information for the Company and its consolidated subsidiaries for the quarters ended December 31, 2002 and 2003 excerpted from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2003. More comprehensive financial information is included in those reports and other documents filed by the Company with the SEC, and the following summary is qualified in its entirety by reference to those reports and other documents and all of the financial information and notes contained therein. Copies of those reports and other documents may be examined at or obtained from the SEC in the manner described above.

	Six month period ended December 31,					Year ended June 30,
	20031		2002			20032			20023
	(in thousands, except per share amounts, number of sales outlets and number of employees)
OPERATING RESULTS:
Net sales	$	277,743	$	230,284		$	403,502		$	393,809
Operating income		23,674		18,024			19,645			24,660
Net income before cumulative effect accounting change		10,372		9,932			8,291			13,568
Cumulative effect of accounting change for vendor allowances, net of tax		—		(580	)		(580	)		—
Net income		10,372		9,352			7,711			13,568
Basic net income per average common share
Before cumulative effect of accounting change		0.50		0.47			0.40			0.54
Cumulative effect of accounting change		—		(0.03	)		(0.03	)		—
Basic net income per average common share		0.50		0.44			0.37			0.54
Diluted net income per average common share
Before cumulative effect of accounting change		0.50		0.47			0.39			0.53
Cumulative effect of accounting change		—		(0.03	)		(0.03	)		—
Diluted net income per average common share		0.50		0.44			0.36			0.53
FINANCIAL POSITION AT PERIOD END:
Total assets	$	215,150	$	165,953		$	166,329		$	147,218
Net working capital (current assets minus current liabilities)		84,507		69,362			76,306			64,719
Long-term obligations		18,599		16,073			18,133			10,731
Stockholders’ equity		107,721		86,981			97,497			88,446
OTHER INFORMATION AT PERIOD END:
Market capitalization	$	204,242	$	149,215		$	168,889		$	242,555
Number of sales outlets		958		968			952			963
Retail square feet (company-operated stores)		1,046		975			998			957
Number of employees		3,5974		3,3934			2,891			3,046

1. Operating results for the six months ended December 31, 2003 include $1,261,000 in legal and other professional fees associated with the evaluation and implementation of strategic decisions to enhance shareholder value and with the now-resolved proxy contest involving board composition. The six months ended December 31, 2003 include a tax charge in the amount of $2,400,000 relating to the resolution of a long-outstanding dispute with the U.S. Internal Revenue Service.

2. During fiscal year 2003 InterTAN changed its method of accounting for vendor allowances in accordance with Emerging Issues Task Force Consensus No. 02-16 (“EITF 02-16”)-“Accounting by a Reseller for Cash Consideration Received from a Vendor.” The change resulted in an after-tax, non-cash charge of $580,000 that is also reflected in the financial results for fiscal year 2003 as a cumulative effect of a change in accounting principle. Prior fiscal years have not been restated to reflect the pro forma effects of these changes.

3. Fiscal year 2002 includes restructuring charges of $2,912,000, inventory provisions of $3,500,000, an adjustment to the value of a claim of $217,000 and the write-off of costs aggregating $510,000 incurred in connection with the study of various alternatives to enhance shareholder value. If these items had been excluded, operating income and net income would have increased by $7,139,000 and $4,531,000 respectively.

4. Reflects the seasonal increase in the number of employees.

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Projections Provided by the Company. The Company does not, as a matter of course, make public any forecasts as to its future financial performance. However, in connection with Circuit City’s review of the transactions contemplated by the Acquisition Agreement, the Company provided Circuit City with certain projected financial information concerning the Company. The Company has advised Circuit City and Purchaser that its internal financial forecasts (upon which the projections provided to Circuit City and Purchaser were based in part) are, in general, prepared solely for internal use and capital budgeting and other management decisions and are subjective in many respects and thus susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Although presented with numerical specificity, these projections reflect many assumptions (not all of which were provided to Circuit City and Purchaser), all made by management of the Company, with respect to industry performance, general business, economic, market and financial conditions and other matters. Assumptions regarding future events are difficult or impossible to predict, and many are beyond the Company’s control. Accordingly, there can be no assurance that the assumptions made by the Company in preparing these projections will prove accurate. There will be differences between actual and projected results, and actual results may be materially greater or less than those contained in the projections. The inclusion of these projections below should not be regarded as an indication that any of Circuit City, Purchaser, the Company or their respective affiliates or representatives consider these projections to be a reliable prediction of future events, the future performance of the Company or the value of the Shares, and these projections should not be relied upon as such. These projections are being provided only because the Company made them available to Circuit City and Purchaser in connection with their discussions regarding the Offer and the Merger. The inclusion of these projections does not mean that Circuit City or Purchaser considered them reliable or relied upon them. These projections do not take into account any of the transactions contemplated in this offer to purchase. None of Circuit City, Purchaser, the Company or any of their respective affiliates or representatives makes any representation to any person regarding these projections, and none of them has or intends to update or otherwise revise the projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events even if any or all of the assumptions underlying the projections are shown to be in error.

These projections should be read together with the financial statements of the Company that can be obtained from the SEC as described above. It is the understanding of Circuit City and Purchaser that these projections were not prepared with a view to public disclosure or compliance with published guidelines of the SEC or the Canadian Securities Regulatory Authorities or the guidelines established by the American Institute of Certified Public Accountants or the Canadian Institute of Chartered Accountants regarding projections or forecasts. The projections do not purport to present operations in accordance with accounting principles generally accepted in the United States, and the Company’s independent auditors have not examined, compiled or performed any procedures with respect to the projections presented in this offer to purchase, nor have they expressed any opinion or any other form of assurance of such information or its achievability, and accordingly assume no responsibility for them.

The projections provided to Circuit City by the Company included, among other things, the following forecasts and targets for the fiscal years indicated of the Company’s net sales, gross profit, net operating income and net income.

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InterTAN, Inc. Consolidated

Projected Income Statement

(Unaudited)

(in thousands)

	FY04			FY05		FY06		FY07
Net Sales	$	475,041		$	507,291	$	540,264	$	575,380
Cost of Sales		275,736			290,999		307,751		325,452
Gross Profit		199,305			216,293		232,514		249,928
Other Income		(29	)		—		—		—
Total SG&A Expenses		165,747			173,331		182,478		191,527
Depreciation		7,585			7,461		7,943		8,327
Net Operating Income		25,945			35,501		42,093		50,073
Net Interest Expense		1,311			469		287		35
Other Expenses		14,495			14,661		17,335		20,448
Net Income		10,110			20,371		24,471		29,590

Except for these projections and as otherwise stated in this offer to purchase, the information concerning the Company contained in this offer to purchase has been taken from or is based upon reports and other documents on file with the SEC or otherwise publicly available. Neither Circuit City nor Purchaser (1) has any knowledge that would indicate that any statements contained in this offer to purchase based upon those reports and documents are untrue or (2) takes any responsibility for the accuracy or completeness of the information contained in those reports and other documents or for any failure by the Company to disclose events that may have occurred and may affect the significance or accuracy of that information.

8.    CERTAIN INFORMATION CONCERNING CIRCUIT CITY AND PURCHASER

General. Circuit City is a Virginia corporation with its principal offices located at 9950 Mayland Drive, Richmond, Virginia 23233. Its telephone number is (804) 527- 4000. Circuit City is a leading national retailer of brand-name consumer electronics, personal computers and entertainment software.

Purchaser is a Delaware corporation with its principal offices located at 9950 Mayland Drive, Richmond, Virginia 23233. Purchaser’s telephone number is (804) 527- 4000. Purchaser is a wholly owned subsidiary of Circuit City. Purchaser was formed for the purpose of making a tender offer for all of the common stock of the Company and has not engaged, and does not expect to engage, in any business other than in connection with the Offer and the Merger.

The name, citizenship, business address, business phone number, present principal occupation or employment and past material occupation, positions, offices or employment for each director and executive officer of Circuit City and Purchaser for at least the last five years and certain other information are set forth in Schedule I to this offer to purchase.

Except as described in this offer to purchase and in Schedule I, (1) none of Circuit City, Purchaser or, to the best knowledge of Circuit City and Purchaser, any of the persons listed in Schedule I to this offer to purchase or any associate or majority-owned subsidiary of Circuit City or Purchaser or any of the persons so listed beneficially owns or has any right to acquire, directly or indirectly, any Shares and (2) none of Circuit City, Purchaser or, to the best knowledge of Circuit City and Purchaser, any of the persons or entities referred to above nor any director, executive officer or subsidiary of any of the foregoing has effected any transaction in the Shares during the past sixty days.

Except as provided in the Acquisition Agreement, the Tender Agreements or as otherwise described in this offer to purchase, none of Circuit City, Purchaser or, to the best knowledge of Circuit City and Purchaser, any of

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the persons listed in Schedule I to this offer to purchase, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, guarantees of profits, division of profits or loss or the giving or withholding of proxies.

Except as set forth in this offer to purchase, none of Circuit City, Purchaser or, to the best knowledge of Circuit City and Purchaser, any of the persons listed on Schedule I to this offer to purchase, has had any business relationship or transaction with the Company or any of its executive officers, directors or affiliates that is required to be reported under the rules and regulations of the SEC applicable to the Offer. Except as set forth in this offer to purchase, there have been no contacts, negotiations or transactions between Circuit City or any of its subsidiaries or, to the best knowledge of Circuit City, any of the persons listed in Schedule I to this offer to purchase, on the one hand, and the Company or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets. None of Circuit City, Purchaser or any of the persons listed in Schedule I has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of Circuit City, Purchaser or any of the persons listed in Schedule I has, during the past five years, been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

Available Information. In accordance with Rule 14d-3 under the Exchange Act, Circuit City and Purchaser filed with the SEC a Tender Offer Statement on Schedule TO (the “Schedule TO”), of which this offer to purchase forms a part, and exhibits to the Schedule TO. Additionally, Circuit City is subject to the information reporting requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. The Schedule TO and the exhibits thereto and Circuit City’s SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document Circuit City files at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. You may also read and copy these documents at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

9.    SOURCE AND AMOUNT OF FUNDS

The Offer is not conditioned upon Circuit City’s or Purchaser’s ability to finance the purchase of Shares under the Offer.

Circuit City and Purchaser estimate that the total amount of funds required to purchase all of the outstanding Shares under the Offer and the Merger will be approximately $300 million, including related fees and expenses. Circuit City has available to it sufficient funds to close the Offer and the Merger, and will cause Purchaser to have sufficient funds available to close the Offer and the Merger. Circuit City intends to obtain the necessary funds from its available cash on hand.

10.    BACKGROUND OF THE OFFER; PAST CONTACTS OR NEGOTIATIONS WITH THE COMPANY

In October 2003, Circuit City engaged in preliminary discussions with Banc of America Securities aimed at identifying potential strategic transactions. In this discussion and further discussions during November 2003, InterTAN was identified as a possible business combination candidate. In November 2003, Banc of America Securities was authorized to make an initial approach to Scotia Capital, InterTAN’s financial advisors.

Banc of America Securities contacted Scotia Capital regarding the possible acquisition of InterTAN by Circuit City and held telephone discussions beginning on November 14, 2003. On December 3, 2003, Circuit

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City’s chief executive officer and chief financial officer met with InterTAN’s senior management team and the two parties’ respective financial advisors to discuss a possible business combination.

On December 8, 2003, based on publicly available information, Circuit City provided a written indication of interest in acquiring InterTAN at a range of $11 to $13 per Share. On December 18, 2003, Circuit City and InterTAN entered into a Confidentiality and Exclusivity Agreement under which InterTAN agreed to provide Circuit City with confidential information for evaluation purposes and not to solicit or entertain proposals from any third party before January 23, 2004 (subject to the Company Board’s fiduciary duties to respond to an unsolicited, bona fide competing proposal). Circuit City conducted legal and financial due diligence in late December 2003 and early January 2004. On January 23, 2004, Circuit City notified InterTAN that it did not wish to proceed with a transaction at that time.

During February 2004, Circuit City contacted InterTAN again and indicated that it continued to have an interest in acquiring the Company. The parties entered into a second Confidentiality and Exclusivity Agreement on February 27, 2004. Circuit City completed its due diligence process, subject to certain limitations imposed by InterTAN, and on March 18, 2004, the Circuit City Board of Directors authorized Circuit City to proceed with a proposal, subject to final board approval.

On Friday, March 19, 2004, Circuit City submitted a proposal to acquire InterTAN, together with draft agreements, subject to final confirmatory due diligence and the negotiation of satisfactory terms and conditions. Circuit City’s proposal contemplated a cash tender offer to acquire all the outstanding Shares at a price of $14 per share, and provided that Circuit City’s obligation to purchase Shares in the offer would be conditioned on there being tendered at least 90% of the outstanding Shares, on a fully diluted basis. Circuit City proposed that the parties enter into a ten-year distributorship agreement granting to Circuit City exclusive U.S. distributorship rights, including unrestricted access to InterTAN’s foreign sourcing partners, for InterTAN-sourced products, in return for payment of a 1.0% commission on gross sales of such products. Circuit City’s proposal also included no-shop language, with fiduciary outs, and a termination fee of $11,000,000, plus expenses, payable under various circumstances. As a condition to entering into the acquisition agreement, Circuit City proposed that all the directors and executive officers of InterTAN concurrently enter into tender agreements with Circuit City in which they would agree to (i) tender all their Shares into the Circuit City offer, (ii) grant a proxy to Circuit City to vote their Shares under certain circumstances, and (iii) grant an option to Circuit City to purchase the Shares at the offer price under certain circumstances.

The Company Board met on Monday, March 22, 2004 to consider the offer. Having identified several specific concerns regarding the proposal, the board determined to pursue further contact with Circuit City in an effort to arrive at mutually agreeable transaction terms. Following the board meeting, the Chairman of the Company Board wrote to Alan McCollough, Circuit City’s Chairman, President and Chief Executive Officer. In his letter, he identified five business issues, most if not all of which would need to be resolved before the commencement of in-depth negotiation of definitive agreements. Those issues were the offer price, the 90% minimum tender condition, the proposed distributorship agreement, the terms of the option contained in the tender agreements, and the amount and triggering events of the termination fee.

Later that evening, InterTAN provided Circuit City with further clarification of the terms under which InterTAN would consider entering into the distributorship agreement. Circuit City responded that InterTAN’s terms were unacceptable, and on March 23, InterTAN’s President provided Circuit City with additional reasons why the terms proposed by Circuit City would not be acceptable to InterTAN and would not be approved by the Company Board. The companies’ respective financial advisors had further discussions regarding the distributorship agreement, followed by further discussion between members of management of both companies. After further negotiation among the parties, Circuit City indicated that it was willing to consider modifying its position on each of the key business points identified in InterTAN’s March 22 letter, other than the $14 per share price, and the parties determined to pursue further negotiations.

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On March 24, 2004, InterTAN submitted revised transaction documents to Circuit City. Later on March 24, the parties began meeting in Richmond, Virginia to negotiate terms of the definitive agreements. On March 25, Circuit City offered to decrease the minimum tender condition from 90% to a majority of the outstanding shares (on a fully diluted basis), to modify the conditions under which the termination fee would be payable, and to limit the conditions under which the option would be exercisable under the tender agreements. Circuit City also withdrew its demand that InterTAN enter into an exclusive distributorship agreement; however, in light of these other concessions, Circuit City was not willing to increase the offer price above $14 per share.

Later on March 25, the InterTAN Board met to discuss the status of the negotiations and Circuit City’s revised proposal. The Board authorized management to continue negotiations toward definitive agreements.

The parties and their counsel met again in Richmond, Virginia on March 26, at which time Circuit City agreed to cap the expenses that would be payable to it in the event of a termination at $1,000,000, and then continued negotiating the definitive agreements over the weekend of March 27-28. Circuit City completed its final due diligence on March 29, and the terms of the agreements were finalized on March 30.

On March 30, the Company Board met and unanimously approved the definitive agreements and authorized InterTAN to enter into the agreements and to proceed with the transactions.

On March 30, the Circuit City board met to consider the proposed definitive agreements. Presentations were made to the Circuit City board by legal counsel, management and Banc of America Securities. Banc of America Securities also delivered an opinion to the Circuit City board, dated March 30, 2004, that, as of such date and subject to the various assumptions and limitations stated in its opinion, the consideration to be paid by Circuit City in the proposed transactions contemplated by the Acquisition Agreement is fair, from a financial point of view, to Circuit City. The Circuit City board then approved the definitive agreements and authorized Circuit City to enter into the agreements and to proceed with the transactions.

11.    THE TRANSACTION DOCUMENTS

The Acquisition Agreement

The following is a summary of the material provisions of the Acquisition Agreement, a copy of which is filed as an exhibit to the Schedule TO. Capitalized terms used in this offer to purchase and not otherwise defined have the meanings assigned to them in the Acquisition Agreement.

The Offer. The Acquisition Agreement provides for the commencement of the Offer as promptly as practicable and in any event within ten business days after the date of the Acquisition Agreement. The obligation of Purchaser to accept for payment, and pay for, Shares tendered under the Offer is subject to the satisfaction of the Minimum Condition and the other conditions described in Section 15—“Certain Conditions of the Offer.”

Purchaser may, without the consent of the Company, (1) from time to time, extend the Offer if at the initial expiration date or the then current expiration date, as the case may be, any of the conditions to the Offer has not been satisfied or waived, until such time as such conditions are satisfied or waived and (2) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC, the staff thereof or any Canadian Securities Regulatory Authority applicable to the Offer; provided however that in either of the cases described in clauses (1) and (2), the expiration date may not be so extended beyond September 30, 2004 without the Company’s consent.

If, on the expiration date, the Minimum Condition has been satisfied or waived but less than 90% of the Shares then issued and outstanding on a fully diluted basis have been validly tendered and not withdrawn, Purchaser may extend the Offer for a further period of time, after Purchaser has accepted and paid for all of the Shares tendered in the initial period, by means of a subsequent offering period of at least three but no more than

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20 business days in accordance with Rule 14d-11 under the Exchange Act to meet the objective that there b e tendered before the expiration date (as so extended) and not withdrawn a number of Shares which, together with the Shares beneficially owned by Circuit City and its respective subsidiaries, represents at least 90% of the then issued and outstanding Shares on a fully diluted basis.

Purchaser may not, without the Company’s prior written consent, make any modification in the terms and conditions of the Offer that

• waives the Minimum Condition,

• decreases the Offer Price,

• changes the form of consideration payable in the Offer,

• decreases the number of Shares sought in the Offer,

• increases the Minimum Condition,

• imposes additional conditions or modifies any of the conditions to the Offer in any manner materially adverse to the holders of the Shares, or

• except as otherwise described above, extends the Offer.

The Acquisition Agreement provides that following the purchase of and payment for Shares under the Offer representing at least a majority of the issued and outstanding Shares on a fully diluted basis, and before the Effective Time, the Company must use its reasonable best efforts to

• increase the size of the Company Board to seven,

• secure resignations from all current directors, other than three current directors who are Independent Directors (and to the extent the Company is not successful in securing those resignations, to increase the size of the Company Board to enable Circuit City to designate at least a majority of the total number of directors of the Company), and

• cause a number of persons (who will be designated by Circuit City) equal to the aggregate vacancies so created to be elected to fill those vacancies.

If any Independent Director ceases to be a director for any reason whatsoever, the remaining Independent Directors (or Independent Director, if there is only one remaining) will be entitled to designate any other person(s), who must be independent, to fill such vacancies and such person(s) will be deemed to be Independent Director(s) for purposes of the Acquisition Agreement. If the Independent Directors do not fill such vacancies as soon as practicable, but in any event within five business days, Circuit City must designate such Independent Director(s). After the reconstitution of the board of directors following the Share Purchase Date (as defined in the Acquisition Agreement) and before the Effective Time, the affirmative vote of a majority of the Independent Directors will be sufficient to exercise or waive any of the Company’s rights, benefits or remedies under the Acquisition Agreement; provided, that the Independent Directors will not have the power to take any action that would prevent the Merger from taking place; and provided further that the affirmative vote of the full board of directors of the Company, including a majority of the Independent Directors, will be required to authorize the Company to take any action under or in connection with the Acquisition Agreement that could reasonably be expected to adversely affect the holders of Shares other than Circuit City and Purchaser.

The Merger. The Acquisition Agreement provides that, at the Effective Time, Purchaser will be merged with and into the Company with the Company being the surviving corporation (the “Surviving Corporation”). Following the Merger, the separate existence of Purchaser will cease, and the Company will continue as the Surviving Corporation, wholly owned by Circuit City.

Under the Acquisition Agreement, each Share then issued and outstanding immediately before the Effective Time (other than Shares held by the Company as treasury stock, owned by any subsidiary of the Company or

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owned by Circuit City, Purchaser or Circuit City’s other wholly owned subsidiaries, all of which will be cancelled, and other than Shares that are held by stockholders, if any, who properly exercise their appraisal rights under the DGCL) will be converted into the right to receive the Merger Consideration. Stockholders who perfect their appraisal rights under the DGCL will be entitled to the amounts determined under the appropriate proceedings required under the DGCL.

If required by applicable law, the Company Board may be required to submit the Acquisition Agreement to the Company’s stockholders for their approval. The Company has agreed to seek stockholder approval of the Acquisition Agreement and the Merger, if required, by causing a meeting of the stockholders to be held in accordance with the DGCL as promptly as practicable and to promptly prepare and file with the SEC a proxy statement relating to the Merger and the Acquisition Agreement and cause the proxy statement to be mailed to its stockholders. All Shares then owned by Circuit City or Purchaser or any other subsidiary of Circuit City will be voted in favor of approval of the Acquisition Agreement.

Representations and Warranties. Under the Acquisition Agreement, the Company has made customary representations and warranties to Circuit City and Purchaser, including representations relating to:

• corporate existence and power;

• corporate authorization and approvals;

• governmental authorizations;

• the existence of any conflicts with the Acquisition Agreement and required consents and waivers;

• capitalization of the Company and its subsidiaries;

• the Company’s subsidiaries;

• the Company’s SEC documents, liabilities and financial statements;

• information provided by the Company for inclusion in the Offer documents or the Schedule 14D-9;

• absence of certain changes;

• litigation;

• taxes;

• compliance with laws, licenses, permits and registrations;

• contracts;

• employee benefit plans;

• transactions with affiliates of the Company;

• intellectual property;

• required vote and board approval;

• title to property and encumbrances;

• major suppliers;

• finders’ fees and opinion of Scotia Capital;

• non-applicability of Section 203 of the DGCL, the Company’s shareholder rights plan and supermajority provisions in the Company’s certificate of incorporation; and

• receipt of waiver by Rogers Wireless Communications, Inc.

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Circuit City and Purchaser have made customary representations and warranties to the Company, including representations relating to:

• corporate existence and power;

• corporate authorization and approvals;

• governmental authorizations;

• no conflicts or consents required in connection with the Acquisition Agreement;

• information provided for inclusion in the Offer documents or the Schedule 14D-9;

• financing;

• the operations of Purchaser;

• absence of any requirement for approval of the transactions contemplated by the Acquisition Agreement by Circuit City’s stockholders;

• ownership of Shares; and

• finders’ fees.

Company Conduct of Business Covenants. The Acquisition Agreement provides that, except as expressly permitted therein, from the date of the Acquisition Agreement until the Effective Time, the Company will, and will cause each of its subsidiaries to, conduct its business in the ordinary course consistent with past practice.

In addition, and without limiting the generality of the foregoing, except for matters expressly permitted by the Acquisition Agreement, from the date of the Acquisition Agreement until the Effective Time, the Company will not, and will not permit any of its subsidiaries to, do any of the following without the prior written consent of Circuit City, which consent cannot be unreasonably withheld or delayed:

• amend its certificate of incorporation or bylaws or other similar organizational documents;

• split, combine or reclassify any shares of capital stock of the Company or any Company subsidiary or declare, set aside for payment or pay any dividend or make any other actual, constructive or deemed distribution (whether in cash, stock or property or any combination thereof) in respect of any Shares or any other Company capital stock, or redeem, repurchase or otherwise acquire or offer to redeem, repurchase or otherwise acquire any Company equity or equity-related securities or any equity or equity-related securities of any Company subsidiary;

• issue, deliver or sell or authorize the issuance, delivery or sale of, any Shares or any Company subsidiary capital stock of any class or series or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such capital stock or any such convertible or exchangeable securities, other than in connection with the issuance of Company common shares upon the exercise of Company options outstanding on the date of the Acquisition Agreement in accordance with their terms as of the date of the Acquisition Agreement;

• amend any term of any outstanding security of the Company or any Company subsidiary;

• incur any capital expenditures or any obligations or liabilities in respect thereof, except for those

• contemplated by the capital expenditure budget for the Company and the Company’s subsidiaries or

• not otherwise described in the previous bullet point which, in the aggregate, do not exceed $1 million;

• authorize, propose or announce an intention to authorize or propose, or enter into an agreement to acquire (whether under merger, stock or asset purchase or otherwise) in one transaction or a series of related transactions

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• any assets (including any equity interests) outside of the ordinary course of business or

• all or substantially all of the equity interests of any person or any business or division of any person;

• sell, lease, encumber or otherwise dispose of any material assets, other than sales in the ordinary course of business consistent with past practice;

• other than with respect to contracts terminable upon no more than 30 days’ notice without penalty, enter into any new contract or agreement, or modify, amend, terminate or renew any existing contract or agreement to which the Company or any of its subsidiaries is a party or by which any of them or their properties may be bound, other than

• in the ordinary course of business or

• if the dollar value of such new contract or agreement, or existing contract or agreement as so amended, modified, terminated or renewed, is or would be less than $100,000 (or $500,000 in the aggregate);

• incur, assume or prepay any indebtedness for borrowed money or guarantee any indebtedness or issue, sell or redeem any debt securities or warrants or rights to acquire any debt securities of the Company or any Company Subsidiary or assume or guarantee any debt securities of others, except in the ordinary course of business consistent with past practice (which will include, without limitation, seasonal borrowings made in the ordinary course of business under existing credit facilities of the Company within the borrowing capacity thereunder as of the date of the Acquisition Agreement);

• except in the ordinary course of business, amend, modify or terminate any material contract, agreement or arrangement of the Company or any Company subsidiary, or otherwise waive, release or assign any material rights, claims or benefits of the Company or any Company subsidiary thereunder;

• (1) except as required by law or contract in effect as of the date of the Acquisition Agreement, increase the amount of compensation of any director or executive officer or make any increase in or commitment to increase any employee health, welfare or retirement benefits, (2) except as required by law or contract in effect as of the date of the Acquisition Agreement, grant any severance or termination pay or rights to any director, officer or employee of the Company or any Company subsidiary, (3) adopt any additional Company Employee Plan or, except in the ordinary course of business or as required by law, make any contribution to any existing such plan or (4) except as may be required by law, amend in any material respect any Company Employee Plan;

• change the Company’s

• accounting policies or methods of accounting in effect at June 30, 2003, except as required by changes in GAAP or by Regulation S-X under the Exchange Act, as concurred in by its independent public accountants or

• fiscal year;

• pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than:

• the payment, discharge or satisfaction in the ordinary course of business of liabilities reflected or reserved against in the Company’s balance sheet as of December 31, 2003,

• those incurred in the ordinary course of business or

• those incurred as otherwise permitted by the Acquisition Agreement;

• make payments or distributions (other than normal salaries and other compensation in the ordinary course of business consistent with past practice, including bonuses for the nine-month period ending March 31, 2004 in accordance with existing bonus plans described in the Company Disclosure Schedule, except that due to the change in the Company’s fiscal year, such bonuses will not be more than 75% of what they otherwise would have been) to any affiliate of the Company;

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• permit any insurance policy naming the Company or any of its subsidiaries as a beneficiary or loss payable payee to be cancelled or terminated;

• knowingly do any act or omit to do any act that would result in a breach of any representation, warranty or covenant by the Company set forth in the Acquisition Agreement or, except as permitted by the Acquisition Agreement, otherwise materially impair or delay the ability of the Company to consummate the Offer or the Merger; or

• agree, resolve, commit or publicly announce an intention to do any of the foregoing.

The Company has also agreed that (i) it will not submit for approval by its stockholders a previously announced proposal to reorganize as a Canadian corporation (ii) InterTAN Canada Ltd. (“InterTAN Canada”), a wholly owned subsidiary of the Company, will retain Shares owned by it and will not tender them in the Offer, and (iii) at any time after Purchaser purchases Shares in the Offer and before the Merger is consummated, the Company will take such action as Circuit City requests to cancel or redeem the Shares owned by InterTAN Canada.

Non Solicitation. The Company has agreed to immediately cease all existing discussions or negotiations with any persons (other than Circuit City) conducted before the date of the Acquisition Agreement with respect to any Acquisition Proposal. Under the Acquisition Agreement, the Company also agreed not to, and not permit any Company Subsidiary to, or to authorize or knowingly permit any representative of the Company or any Company Subsidiary, directly or indirectly, to:

• solicit, initiate or knowingly facilitate or encourage the submission by any person or group other than Circuit City, Purchaser, or any of their respective affiliates of any tender or exchange offer involving the Company or any proposal for, or indication of interest in, a merger, consolidation, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or InterTAN Canada, any purchase of a material portion of the assets of the Company and InterTAN Canada, taken as a whole, or 15% or more of the Shares or any of the capital stock of InterTAN Canada, other than the transactions contemplated by the Acquisition Agreement (an “Acquisition Proposal”),

• participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes, or could be reasonably expected to lead to, an Acquisition Proposal,

• grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s equity securities or the capital stock of any of its subsidiaries, or

• enter into any agreement (other than a confidentiality agreement on customary terms and conditions) with respect to any Acquisition Proposal or approve or recommend any Acquisition Proposal or any agreement, understanding or arrangement relating to any Acquisition Proposal other than in the manner contemplated by the Acquisition Agreement.

Notwithstanding the foregoing, before the date Shares are purchased in the Offer and subject to the other provisions described in this Section under the heading “—Non Solicitation,”

(1) in response to a written Acquisition Proposal, the Company may request clarifications from (but not, in reliance on this clause (1), enter into negotiations with or furnish nonpublic information to) any third party which makes such written Acquisition Proposal if such action is taken solely for the purpose of obtaining information reasonably necessary for the Company to ascertain whether such Acquisition Proposal is a Superior Proposal;

(2) the Company may take any action described in the second or third bullet points of the foregoing paragraph in respect of any person, but only if such person has delivered a written Acquisition Proposal that, in the reasonable, good faith judgment of the Company Board, is a Superior Proposal and in the reasonable,

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good faith judgment of the Company Board consistent with the advice of its legal counsel, it is advisable to take such action in order to discharge properly its fiduciary duties to the Company’s stockholders; and

(3) the Company may enter into an agreement (other than a confidentiality agreement, which may be entered into as contemplated by the fourth bullet point of the foregoing paragraph) regarding an Acquisition Proposal, or approve or recommend any Acquisition Proposal, in each case, at any time three business days following Circuit City’s receipt of written notice from the Company (a) advising Circuit City that the Company Board has received a Superior Proposal which it intends to accept, identifying the person making such Superior Proposal and specifying the financial and other material terms and conditions of such Superior Proposal and (b) inviting Circuit City to propose adjustments in the terms and conditions of the Acquisition Agreement with a view to enabling the Company to proceed with the transactions contemplated in the Acquisition Agreement on such adjusted terms as a result of such adjustments making such transactions at least as favorable to the Company’s stockholders (taking into account all such factors as the board deems relevant) as the Superior Proposal (provided that the Company must fully cooperate, and cause its legal and financial advisors to cooperate, with Circuit City in making any such adjustments).

The Acquisition Agreement also provides that nothing contained in the Acquisition Agreement will prevent the Company Board from complying with Rule 14e-2 under the Exchange Act with respect to any Acquisition Proposal or making any disclosure required by the fiduciary duties of the Company’s directors or by applicable law.

As used in the Acquisition Agreement, “Superior Proposal” means a bona fide, written Acquisition Proposal not received in violation of the provisions in the Acquisition Agreement that is fully financed (or in the reasonable judgment of the board of directors of the Company consistent with the advice of its financial advisors, is reasonably capable of being financed) and is on terms that the Company Board determines reasonably and in good faith, consistent with the advice of its financial advisors would result in a transaction that, if consummated, would be more favorable from a financial point of view to the Company’s stockholders (taking into account all such factors as the Company Board deems relevant, including, among other things, the identity of the offeror, the likelihood that such transaction will be consummated and all legal, financial, regulatory and other aspects of the proposal) than the Offer (including any adjustment to the terms and conditions set forth in the Acquisition Agreement).

The Acquisition Agreement also provides that the Company will promptly notify Circuit City after it or its financial advisors receive any Acquisition Proposal or any inquiries indicating that any person is considering making or wishes to make an Acquisition Proposal and provide Circuit City with information relating to such Acquisition Proposal or inquiry.

Insurance and Indemnification. The Acquisition Agreement provides that, from and after the Effective Time, Circuit City and the Surviving Corporation jointly and severally will indemnify the present and former directors and officers of the Company and its subsidiaries (the “Indemnified Parties”) in respect of actions taken before and at the Effective Time in connection with their duties as directors or officers of the Company or its subsidiaries (including the transactions contemplated by the Acquisition Agreement), to the same extent an Indemnified Party is currently indemnified by the Company or such Subsidiary under the applicable certificate of incorporation, bylaws, other organizational documents or indemnification agreements in effect on the date of the Acquisition Agreement.

Before the Effective Time, the Company intends to obtain a six year “run-off” insurance policy covering the persons who are currently covered by the Company’s existing directors’ and officers’ liability insurance policy with respect to actions that have taken place before or at the Effective Time, on terms and conditions (including coverage amount) no less favorable to those persons than those in effect on the date of the Acquisition Agreement under the existing policy.

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Consents and Approvals. The Acquisition Agreement provides that Circuit City, Purchaser and the Company will use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated by the Acquisition Agreement as promptly as practicable; provided that the Company, Circuit City or Purchaser will not be required to take any action that would violate the fiduciary duties of its board of directors as such duties would exist under applicable law in the absence of this Section; provided further that, Circuit City will not be required to divest any assets or to agree to any restriction on its business practices to secure any governmental approvals.

The Company, Circuit City and Purchaser must each furnish to one another and to one another’s counsel all such information as may be required in order to accomplish the foregoing actions.

The Acquisition Agreement provides that Circuit City and the Company will each

• file any notification and report forms and related material that it may be required to file in connection with the transactions contemplated by the Acquisition Agreement with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act as soon as practicable, but in no event later than the commencement date of the Offer,

• use its reasonable best efforts to obtain an early termination of the applicable waiting period,

• make any further filings pursuant thereto that may be necessary, proper or advisable,

• make any filings required to comply with Canadian securities laws, regulations, rules and policies in connection with the Offer, any required approval by stockholders of the Company and the transactions contemplated by the Acquisition Agreement, with all applicable Canadian securities regulatory authorities, and

• make any other filings and use its reasonable best efforts to obtain any other consents required by any other Governmental Entity.

Employee Stock Options. Upon the consummation of the Offer, all conditions and restrictions with respect to options to purchase Shares under the Company’s stock incentive plans, including limitations on exercisability and vesting, will immediately lapse and all outstanding options will become exercisable. Before the Effective Time, the Company and Circuit City must use their reasonable best efforts to obtain consents from holders of unexercised Company Options to cause each unexpired and unexercised Company Option outstanding as of the Effective Time to be converted at the Effective Time into an option (a “Converted Option”) to purchase that number of shares of Circuit City Common Stock equal to the number of shares of common stock, par value $1.00 per share, of the Company (“Company Common Stock”) issuable immediately before the Effective Time upon exercise of the Company Option (without regard to actual restrictions on exercisability) multiplied by the Option Exchange Ratio (with the number of shares rounded down to the nearest whole share), with an exercise price equal to the exercise price which existed under the corresponding Company Option divided by the Option Exchange Ratio (with the exercise price rounded up to the nearest whole cent), and with other terms and conditions that are the same as the terms and conditions of such Company Option immediately before the Effective Time. Each Share granted to any employee or director of the Company or any Company Subsidiary as compensation for services that is subject to restrictions on ownership or transferability will vest in full and become fully transferable and free of restrictions not later than immediately before the Effective Time. The “Option Exchange Ratio” is the consideration paid for Shares in the Merger divided by the average closing prices per share of Circuit City common stock on the NYSE for the 15 trading days ending immediately before the fifth trading day preceding the Effective Time, rounded to the nearest third decimal place.

Conditions to the Merger. The Acquisition Agreement provides that the respective obligation of each party to effect the Merger is subject to the satisfaction or waiver on or before the Effective Time of the following conditions:

• The approval of the Merger by a majority of the holders of the issued and outstanding Shares.

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• The absence of any statute, rule or regulation or judgment, decree, order or injunction precluding the Merger.

• Circuit City, Purchaser or their affiliates must have purchased the Shares under the Offer; provided, however, that neither Circuit City nor Purchaser may invoke this condition if either of them have failed to purchase Shares under the Offer in breach of the Acquisition Agreement.

Termination. The Acquisition Agreement may be terminated at any time before the Effective Time, whether before or after stockholder approval thereof:

• by mutual written consent of Circuit City and Purchaser, on the one hand, and the Company on the other;

• by either Circuit City or the Company if:

• (A) the Offer terminates or expires in accordance with its terms without any Shares being purchased thereunder or (B) Purchaser has not accepted any shares for payment under the Offer by the Outside Date, provided, however that the right to terminate the Acquisition Agreement under this clause will not be available to any party whose failure to fulfill any obligation under the Acquisition Agreement has been the cause of, or resulted in, the failure of Circuit City or Purchaser, as the case may be, to purchase the Shares under the Offer on or before that date; and provided further that

• if the Minimum Condition has been met and all of the other conditions to the Offer have been satisfied or waived except for the condition relating to the Company’s performance of, and compliance with, the Acquisition Agreement, and

• if the Company’s failure to perform or comply is capable of cure,

then Circuit City will not be entitled to terminate the Acquisition Agreement unless Circuit City has given the Company notice of that failure to perform or comply and the failure to perform or comply has not been cured within 15 days after the date the notice was given;

• there is any law or regulation that makes the consummation of the Offer or Merger illegal or otherwise prohibited or if any Governmental Entity has issued an order, decree, ruling or injunction or taken any other action, that permanently restrains, enjoins or otherwise prohibits any of the transactions contemplated by the Acquisition Agreement; provided, that, before such termination, the party seeking to terminate the Acquisition Agreement under this clause must have used its reasonable best efforts to resist, resolve or lift, as applicable, such law, regulation, judgment, injunction, order or decree;

• by the Company, before the purchase of Shares under the Offer, if:

• Circuit City or Purchaser

• fails to commence the Offer within ten business days of the date of the Acquisition Agreement or

• makes any changes to the terms or conditions of the Offer in contravention of the Acquisition Agreement,

• Circuit City or Purchaser has breached in any material respect any of the representations, warranties, covenants or agreements contained in the Acquisition Agreement and such breach cannot be or has not been cured, in all material respects, within 30 days after the giving of written notice to Circuit City or Purchaser or

• the Company enters into a definitive agreement with respect to an Acquisition Proposal, or approves or recommends any Acquisition Proposal, and in either case pays the Termination Fee; or

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• by Circuit City or Purchaser, at any time before the purchase of Shares under the Offer, if:

• (A) the Company has breached any representation or warranty contained in the Acquisition Agreement with the effect described below in Section 15—“Certain Conditions of the Offer” or (B) the Company has materially breached or materially failed to perform any covenant or other agreement contained in the Acquisition Agreement; and provided such breach set forth in (A) and (B) cannot or has not been cured, in all material respects before the earlier of the date that is 30 days after the giving of notice to the Company or two business days before the date on which the Offer expires provided that if the breach or failure can be cured, Circuit City has given the Company notice of the breach or failure promptly after Circuit City’s discovery thereof,

• the Company Board withdraws or adversely modifies its recommendation to the stockholders of the Company to tender their Shares in the offer,

• the Company enters into a definitive agreement with respect to an Acquisition Proposal, or approves or recommends any Acquisition Proposal or

• any person or group (as defined in Section 13(d)(3) of the Exchange Act), other than Circuit City or Purchaser, or any of their respective subsidiaries or affiliates, have become the beneficial owner of more than 15% of the outstanding Shares (the “Triggering Person”) on a fully diluted basis.

Fees and Expenses. Under the Acquisition Agreement, the Company has agreed to pay to Circuit City a Termination Fee equal to $11,000,000, plus documented out-of-pocket expenses of Circuit City incurred in connection with the Acquisition Agreement, not to exceed $1,000,000, if the Acquisition Agreement is terminated by:

• the Company on the basis that the Company has entered into a definitive agreement with respect to an Acquisition Proposal or has approved or recommended any Acquisition Proposal;

• Circuit City or Purchaser on the basis that the Company Board has withdrawn or adversely modified the Company Tender Recommendation or the Company has entered into a definitive agreement with respect to an Acquisition Proposal or has approved or recommended an Acquisition Proposal; provided, that in the case of any termination because of a withdrawal or adverse modification of the Company Tender Recommendation, if after the date of the Acquisition Agreement and before the termination, an Acquisition Proposal had been publicly announced and not withdrawn or abandoned at the time of the termination, and the Company’s board of directors had taken a neutral position on the Acquisition Proposal, or was unable to take a position with respect thereto, then the termination fee will not be payable on this basis unless within twelve months after the termination, the Company enters into a definitive agreement with respect to any Acquisition Proposal (or announces its intention to do so), approves or recommends any Acquisition Proposal, or consummates any Acquisition Proposal;

• either Circuit City or the Company because no Shares were purchased under the Offer, but only if:

• the Minimum Condition was not satisfied and all other conditions to the Offer were satisfied or waived at the Expiration Date of the Offer,

• after the date of the Acquisition Agreement and before the termination, an Acquisition Proposal had been publicly announced and not withdrawn or abandoned at the time of termination and

• within twelve months after the termination, the Company enters into a definitive agreement with respect to any Acquisition Proposal (or announces its intention to do so), approves or recommends any Acquisition Proposal, or consummates any Acquisition Proposal;

• either Circuit City or Purchaser because the Company materially breaches its obligations under the Acquisition Agreement, but only if:

• after the date of the Acquisition Agreement and before the termination, the Company approves or recommends an Acquisition Proposal that had been publicly announced and not withdrawn or abandoned at the time of termination and

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• within twelve months after the termination, the Company enters into a definitive agreement with respect to any Acquisition Proposal (or announces its intention to do so), approves or recommends any Acquisition Proposal, or consummates any Acquisition Proposal; or

• either Circuit City or Purchaser because a Triggering Person has acquired 15% of the Shares on a fully diluted basis, but only if within twelve months after the termination the Company enters into a definitive agreement with respect to any Acquisition Proposal (or announces its intention to do so), approves or recommends any Acquisition Proposal, or consummates any Acquisition Proposal with the Triggering Person.

However, no termination fee will be payable if both

• Purchaser or Circuit City was in willful and material breach (which for purposes of this clause means a willful breach that has a material adverse effect on consummating the transactions contemplated by the Acquisition Agreement) of its representations, warranties or obligations under the Acquisition Agreement at the time of termination and

• the Company has given to Circuit City or Purchaser, as the case may be, written notice of such willful and material breach and such breach or failure cannot be or has not been cured in all material respects within 30 days after the giving of such written notice.

In addition, Circuit City will not be entitled to receive payment of more than one termination fee.

The Tender Agreements

The following is a summary of the material provisions of the Tender Agreements, copies of which are filed as exhibits to the Schedule TO. Capitalized terms used in this Section and not otherwise defined have the meanings assigned to them in the Tender Agreements.

In connection with the execution of the Acquisition Agreement, Circuit City and Purchaser entered into the Tender Agreements, with the directors and executive officers of the Company who own an aggregate of approximately 1.7% of the issued and outstanding Shares (excluding options to purchase shares under Company plans).

Under the Tender Agreements, each Tendering Stockholder has agreed to tender all of his Shares into the Offer no later than the fifth business day following commencement of the Offer, or if such Tendering Stockholder has not received the offering materials by that time, within two business days following receipt of those materials. However, if a tender of Shares would result in liability under Section 16(b) of the Exchange Act, a Tendering Stockholder will not be obligated to tender his Shares in the Offer. The Tendering Stockholders have also agreed to vote their Shares

• in favor of the Merger and the Acquisition Agreement,

• against any action or agreement that would result in a breach of any representation, warranty or covenant of the Company in the Acquisition Agreement and

• against any action or agreement that would impede, delay, interfere with or prevent the Merger, including any other extraordinary corporate transaction, such as an inversion of the Company, a merger, reorganization or liquidation involving the Company and a third party or any other proposal of a third party to acquire the Company.

Under the Tender Agreements, each Tendering Stockholder irrevocably granted to, and appointed Circuit City and any nominee of Circuit City, his proxy and attorney-in-fact (with full power of substitution) during the term of the applicable Tender Agreement, for and in the name, place and stead of such Tendering Stockholder, to

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vote his Shares, or grant a consent or approval with respect to his Shares, in connection with any meeting of the stockholders of the Company called for such purpose,

• in favor of the Merger and Acquisition Agreement,

• against any action or agreement that would result in a breach of any representation, warranty or covenant of the Company in the Acquisition Agreement, and

• against any action or agreement that would impede, delay, interfere with or prevent the Merger, including any other extraordinary corporate transaction, such as an inversion of the Company, a merger, reorganization or liquidation involving the Company and a third party or any other proposal of a third party to acquire the Company.

In addition, each Tendering Stockholder has granted to Circuit City an irrevocable option (the “Stockholder Option”) to purchase such Tendering Stockholder’s Shares for the Offer Price, in the case of non-employee directors, and at a formula price based on the Offer Price, in the case of executive officers. The Stockholder Option is exercisable if any Third Party has:

• commenced or publicly announced an intention to commence a bona fide tender offer or exchange offer for any Shares, the consummation of which would result in beneficial ownership by that Third Party (together with such Third Party’s affiliates and associates) of 15% or more of the then outstanding voting equity of the Company (either on a primary or a fully diluted basis);

• acquired or entered into an agreement to acquire beneficial ownership of Shares which, when aggregated with any Shares already owned by that Third Party, its affiliates and associates, would result in the aggregate beneficial ownership of more than 15% of the then outstanding voting equity of the Company (either on a primary or a fully diluted basis); provided, that this clause will not apply to any beneficial owner of more than 15% of the outstanding voting equity of the Company (either on a primary or fully diluted basis) as of the date of the Tender Agreements and that does not, after that date, increase its ownership percentage by more than 3%; or

• filed a Notification and Report Form under the HSR Act, reflecting an intent to acquire the Company or any assets or securities of the Company.

Before any Stockholder Option can be exercised, the Acquisition Agreement must have been terminated in accordance with its terms. In addition, Circuit City, Purchaser or Circuit City’s designee must concurrently exercise in whole the Stockholder Options under each of the Tender Agreements.

Under the Tender Agreements, each Tendering Stockholder also has agreed, in his capacity as a stockholder, not to, and to use reasonable best efforts to ensure that such Tendering Stockholder’s investment bankers, attorneys, accountants, agents and other advisors or representatives (the “Stockholder Representatives”) do not, directly or indirectly engage in the activities described in the first two bullet points in the Section above under the heading “—Non Solicitation;” provided that a Tendering Stockholder will be entitled to participate in all actions that the Company is or would be entitled to take under the Acquisition Agreement as described in the Section above under the heading “—Non Solicitation.”

The Tender Agreements require that each Tendering stockholder terminate all existing discussions and negotiations conducted by such Tendering Stockholder or at such Tendering Stockholders behest with respect to any Acquisition Proposal (other than with Circuit City).

The Tender Agreements terminate upon the earlier of

• the fifth business day following any termination of the Acquisition Agreement and

• the acceptance for payment of the Shares in the Offer;

provided that if Circuit City gives notice of its intention to exercise the Stockholder Option the provisions governing the Stockholder Option will survive termination.

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Employment Agreements

Before entering into the Acquisition Agreement, Circuit City required that the Company’s chief executive officer and certain other members of executive management enter into new employment agreements, which will become effective only upon occurrence of the Share Purchase Date.

The agreement with Brian E. Levy is for a three-year employment term, which is automatically renewed for additional one-year periods unless the agreement is terminated by InterTAN Canada or Mr. Levy. The agreement provides for a base annual salary of not less than $530,000, with annual salary review, participation in a short-term incentive plan with a target bonus of 66% of Mr. Levy’s base salary, and participation in InterTAN Canada’s retirement and other employee benefit programs, all on terms substantially similar to those he is currently receiving. The agreement also provides that Mr. Levy will participate in Circuit City’s long-term incentive plan, with an award of 45,000 shares of restricted stock of Circuit City, scheduled to vest in February 2006, and a non-qualified option to purchase 75,000 shares of Circuit City stock under a Circuit City stock option plan, scheduled to vest in June 2006. In addition, Mr. Levy will be granted a non-qualified “sign-on” option to purchase a total of 50,000 shares of Circuit City stock that will be scheduled to vest in four equal annual installments from the date of grant. Furthermore, the agreement provides for the assumption by InterTAN Canada of all liabilities and obligations under the InterTAN Deferred Compensation Plan (the “Deferred Compensation Plan”), with payment of Mr. Levy’s plan benefit in the amount of $3,725,000 to be made in three equal installments, on the Share Purchase Date and the second and third anniversaries of such date, respectively, unless at the time a payment is due Mr. Levy’s employment has been terminated due to conviction of a felony or a crime involving moral turpitude. Circuit City has guaranteed InterTAN Canada’s obligations under this agreement and under the Deferred Compensation Plan. If there is a change in control of Circuit City, and Mr. Levy’s employment is terminated within two years thereafter for any reason other than death, disability, retirement, voluntary termination other than for “good reason,” or involuntary termination for cause, he will be entitled to certain benefits. These benefits include: a lump-sum severance payment equal to two times Mr. Levy’s base salary and the target annual bonus established for the fiscal year in which his employment is terminated; continuation of health, welfare and benefit participation for two years; outplacement services for six months; and a lump-sum payment equal to two times the annual costs of certain perquisites. The benefits provided under this agreement in the event of a change in control are substantially similar to the benefits Mr. Levy would receive under his existing employment agreement with InterTAN.

The agreement with Ean G. Daoust is for a two-year employment term, which is automatically renewed for additional one-year periods unless the agreement is terminated by InterTAN Canada or Mr. Daoust. The agreement provides for a base annual salary of not less than Cdn. $215,000, with annual salary review, participation in a short-term incentive plan with a target bonus of 45% of Mr. Daoust’s base salary, and participation in InterTAN Canada’s retirement and other employee benefit programs, all on terms substantially similar to those he is currently receiving. The agreement also provides that Mr. Daoust will participate in Circuit City’s long-term incentive plan, with an award of 12,500 shares of restricted stock of Circuit City, scheduled to vest in February 2006, and a non-qualified option to purchase 25,000 shares of Circuit City stock under a Circuit City stock option plan, scheduled to vest in June 2006. In addition, Mr. Daoust will be granted a non-qualified “sign-on” option to purchase a total of 25,000 shares of Circuit City stock that will be scheduled to vest in four equal annual installments from the date of grant. Furthermore, the agreement provides for the assumption by InterTAN Canada of all liabilities and obligations under the Deferred Compensation Plan, with payment of Mr. Daoust’s plan benefit in the amount of Cdn. $1,258,000 to be made in two equal installments on the Share Purchase Date and the first anniversary of such date, if he is then employed by InterTAN Canada. If, however, Mr. Daoust’s employment is terminated before that date by InterTAN Canada without cause or by Mr. Daoust for “good reason,” the second installment would be paid within 90 days of such termination. No amount will be payable to Mr. Daoust if his employment has been terminated due to conviction of a felony or a crime involving moral turpitude. Circuit City has guaranteed InterTAN Canada’s obligations under this agreement and under the Deferred Compensation Plan.

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The agreements with Messrs. Levy and Daoust provide for continuation of participation in employee health and welfare benefit plans for one year and payment, with respect to Mr. Levy, of an amount equal to two times his then base salary and target bonus, such payment to be made in twenty-four equal monthly equal installments, and, with respect to Mr. Daoust, of an amount equal to his then base salary and target bonus, such payment to be made in twelve equal monthly installments, in each case following termination by InterTAN Canada without cause or termination by the executive for “good reason.” Mr. Levy is not entitled to these payments if he is terminated by InterTAN Canada within the first 24 months of employment. InterTAN Canada’s failure to renew the agreement as of the expiration of any term will be deemed termination without cause. In all such circumstances, the executive would also be entitled to six months of outplacement services, and unvested stock options or outstanding restricted stock of the executive that were not granted under a performance-based plan would become vested as of the date of the executive’s termination of employment.

James P. Maddox has entered into a one-year employment agreement. The agreement provides for a base annual salary of not less than Cdn. $215,000, participation in a short-term incentive plan with a target bonus of 40% of Mr. Maddox’s base salary, and participation in InterTAN Canada’s retirement and other employee benefit programs, all on terms substantially similar to those he is currently receiving. Mr. Maddox waives rights he otherwise would have to payments under the Deferred Compensation Plan and instead will receive payment of his plan benefit amount in two equal installments, one on the Share Purchase Date and the other on the first anniversary of the Share Purchase Date (unless he is terminated for cause), in an aggregate amount of Cdn. $1,375,000. In addition, Mr. Maddox will be entitled to a severance benefit of Cdn. $343,750 if he or InterTAN Canada chooses not to negotiate a new employment agreement to take effect at the end of the one-year term, or if InterTAN Canada terminates his employment without cause during the term.

Jeffrey A. Losch has entered into a one-year employment agreement. The agreement provides for a base annual salary of not less than Cdn. $215,000, participation in a short-term incentive plan with a target bonus of 30% of Mr. Losch’s base salary, and participation in InterTAN Canada’s retirement and other employee benefit programs, all on terms substantially similar to those he is currently receiving. Mr. Losch waives rights he otherwise would have to payments under the Deferred Compensation Plan and instead will receive payment of his plan benefit amount in two equal installments, one on the Share Purchase Date and the other on the first anniversary of the Share Purchase Date (unless he is terminated for cause), in an aggregate amount of Cdn. $1,250,000. In addition, Mr. Losch will be entitled to a severance benefit of Cdn. $312,500 if he or InterTAN Canada chooses not to negotiate a new employment agreement to take effect at the end of the one-year term, or if InterTAN Canada terminates his employment without cause during the term.

All of the agreements contain provisions confirming the employee’s obligation to maintain the confidentiality of proprietary information and not to compete with InterTAN Canada or any related entity for a specified period of time after the termination of employment.

12.    PURPOSE OF THE OFFER; PLANS FOR THE COMPANY

Purpose of the Offer. The purpose of the Offer is to acquire control of, and the entire equity interest in, the Company. The purpose of the Merger is to acquire all outstanding Shares not tendered and purchased under the Offer. If the Offer is successful, Purchaser intends to consummate the Merger as promptly as practicable.

The Company Board has approved the Merger and the Acquisition Agreement. Depending upon the number of Shares purchased by Purchaser under the Offer, the Company Board may be required to submit the Acquisition Agreement to the Company’s stockholders for their approval. The Company has agreed to seek stockholder approval of the Acquisition Agreement and the Merger, if required, by causing a meeting of the stockholders to be held in accordance with the DGCL as promptly as practicable and to promptly prepare and file with the SEC a proxy statement relating to the Merger and the Acquisition Agreement and cause the proxy statement to be mailed to its stockholders. If stockholder approval is required, the Acquisition Agreement must be approved by a majority of all votes entitled to be cast at the meeting.

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If the Minimum Condition is satisfied, Purchaser will have sufficient voting power to approve the Acquisition Agreement at a duly convened stockholders’ meeting without the affirmative vote of any other stockholder. Purchaser has agreed to vote for the approval of the Merger. If Purchaser acquires at least 90% of the then issued and outstanding Shares under the Offer, the Merger will be consummated without a stockholder meeting and without the approval of the Company’s stockholders. The Acquisition Agreement provides that Purchaser will be merged with and into the Company and that the certificate of incorporation and bylaws of Purchaser will be the certificate of incorporation and bylaws of the Surviving Corporation following the Merger; provided that the name of the Surviving Corporation will be “InterTAN, Inc.”

Appraisal Rights. Under the DGCL, holders of Shares do not have appraisal rights as a result of the Offer. In connection with the Merger, however, stockholders of the Company will have the right to dissent and demand appraisal of their Shares under the DGCL. Dissenting stockholders who comply with the applicable statutory procedures under the DGCL will be entitled to receive a judicial determination of the fair value of their Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such fair value in cash. Any such judicial determination of the fair value of the Shares could be based upon considerations other than or in addition to the price per Share paid in the Merger and the market value of the Shares. In Weinberger v. UOP, Inc., the Delaware Supreme Court stated, among other things, that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered in an appraisal proceeding. Stockholders should recognize that the value so determined could be higher or lower than the price per Share paid under the Offer or the consideration per Share to be paid in the Merger. The foregoing summary of the rights of dissenting stockholders under the DGCL does not purport to be a complete statement of the procedures to be followed by stockholders desiring to exercise appraisal rights available under the DGCL. The preservation and exercise of appraisal rights require strict adherence to the applicable provisions of the DGCL.

Going Private Transactions. The SEC has adopted Rule 13e-3 under the Exchange Act which is applicable to certain “going private” transactions and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares under the Offer in which Purchaser seeks to acquire the remaining Shares not held by it. Purchaser believes that Rule 13e-3 will not be applicable to the Merger because it is anticipated that the Merger will be effected within one year following the consummation of the Offer and, in the Merger, stockholders will receive the same price per Share as paid in the Offer. Rule 13e-3 requires, among other things, that certain financial information concerning the Company and certain information relating to the fairness of the proposed transaction and the consideration offered to minority stockholders be filed with the SEC and disclosed to stockholders before consummation of the transaction.

Plans for the Company. Under the terms of the Acquisition Agreement, promptly upon the purchase of and payment for any Shares by Purchaser under the Offer, Circuit City intends to seek representation on the Company Board, subject to the requirement in the Acquisition Agreement regarding the presence of at least three Independent Directors on the Company Board until the Effective Time. Circuit City currently intends to designate the following individuals as members of the Company Board if and when it has the right to do so under the Acquisition Agreement: W. Alan McCollough, Michael E. Foss, Philip J. Dunn and W. Stephen Cannon. Information about each of these individuals is set forth on Schedule I.

Purchaser currently intends, as soon as practicable after consummation of the Offer, to consummate the Merger.

Except as otherwise provided herein, it is expected that, initially following the Merger, the business and operations of the Company will, except as set forth in this offer to purchase, be continued substantially as they are currently being conducted. Circuit City will continue to evaluate the business and operations of the Company during the pendency of the Offer and after the consummation of the Offer and the Merger and will take such actions as it deems appropriate under the circumstances then existing.

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Except as set forth in this offer to purchase, Purchaser and Circuit City have no present plans or proposals that would relate to or result in

• any extraordinary corporate transaction involving the Company or any of its subsidiaries (such as a merger, reorganization, liquidation, relocation of any operations or sale or other transfer of a material amount of assets),

• any sale or transfer of a material amount of assets of the Company or any of its subsidiaries,

• any change in the Company Board or management of the Company,

• any material change in the Company’s capitalization or dividend policy,

• any other material change in the Company’s corporate structure or business,

• a class of securities of the Company being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association or

• a class of equity securities of the Company being eligible for termination of registration under Section 12(g) of the Exchange Act.

13.    CERTAIN EFFECTS OF THE OFFER

Market for the Shares. The purchase of Shares under the Offer will reduce the number of holders of Shares and the number of Shares that might otherwise trade publicly, which could adversely affect the liquidity and market value of the remaining Shares held by stockholders other than Purchaser. Purchaser cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for, or marketability of, the Shares or whether such reduction would cause future market prices to be greater or less than the Offer Price.

Stock Quotation. The Shares are listed on the NYSE and the TSX. According to the published guidelines of the NYSE, the Shares might no longer be eligible for listing on the NYSE if, among other things, the number of publicly held Shares falls below 600,000 or the number of record holders falls below 400 (or below 1,200 if the average monthly trading volume is below 100,000 Shares for the last twelve months). Similarly, the TSX has minimum listing requirements that must be met for participating securities to continue to be listed on that exchange. Shares held by officers or directors of the Company or their immediate families, or by any beneficial owner of 10% or more of the Shares, ordinarily will not be considered to be publicly held for this purpose.

If the Shares cease to be listed on the NYSE or the TSX, the market for the Shares could be adversely affected. It is possible that the Shares would be traded on other securities exchanges (with trades published by such exchanges), the NASDAQ National Market or SmallCap Market, the OTC Bulletin Board or in a local or regional over-the-counter market. The extent of the public market for the Shares and the availability of such quotations would, however, depend upon the number of holders of Shares and the aggregate market value of the Shares remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration of the Shares under the Exchange Act, as described below, and other factors.

Margin Regulations. The Shares are currently “margin securities” under the Regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares. Depending upon factors similar to those described above regarding the market for the Shares and stock quotations, it is possible that, following the Offer, the Shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers.

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Exchange Act Registration. The Shares are currently registered under the Exchange Act. Such registration may be terminated upon application of the Company to the SEC if the Shares are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by the Company to its stockholders and to the SEC and would make certain provisions of the Exchange Act no longer applicable to the Company, such as the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, the requirement of furnishing a proxy statement under Section 14(a) of the Exchange Act in connection with stockholders’ meetings and the related requirement of furnishing an annual report to stockholders and the requirements of Rule 13e-3 under the Exchange Act with respect to “going private” transactions. Furthermore, the ability of “affiliates” of the Company and persons holding “restricted securities” of the Company to dispose of such securities under Rule 144 promulgated under the Securities Act of 1933, as amended, may be impaired or eliminated. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be “margin securities” or be eligible for listing on the NYSE. Circuit City and Purchaser currently intend to seek to cause the Company to terminate the registration of the Shares under the Exchange Act as soon after consummation of the Offer as the requirements for termination of registration are met.

14.    DIVIDENDS AND DISTRIBUTIONS

As discussed in Section 11—“The Transaction Documents,” the Acquisition Agreement provides that from the date of the Acquisition Agreement to the Effective Time, without the prior written approval of Circuit City, the Company will not, and will not allow its subsidiaries to, declare, set aside for payment or pay any dividend or make any other actual, constructive or deemed distribution (whether in cash, stock or property or any combination thereof) in respect of any of its Shares or any other capital stock.

15.    CERTAIN CONDITIONS OF THE OFFER

For purposes of this Section 15, capitalized terms used but not defined herein will have the meanings set forth in the Acquisition Agreement. Notwithstanding any other provision of the Offer, Purchaser will not be required to accept for payment or, subject to any applicable rules and regulations of the SEC including Rule 14e-1(c) under the Exchange Act (relating to Purchaser’s obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for any Shares tendered under the Offer, and may terminate or amend the Offer and may postpone the acceptance for payment of and payment for Shares tendered (in each case, in accordance with the Acquisition Agreement), if (1) the Minimum Condition has not been satisfied or waived (with consent of the Company) after the Offer has remained open for at least 20 business days or (2) at any time before the acceptance for payment of Shares, any of the following events has occurred and is continuing:

• there has been enacted, entered, enforced or promulgated by any Governmental Entity any statute, rule, regulation, legislation, judgment, order or injunction, other than the routine application of the waiting period provisions of the HSR Act, which, directly or indirectly,

• prohibits or makes illegal or otherwise directly or indirectly restrains or prohibits the Offer, the acceptance for payment of, or payment for, any Shares by Circuit City or Purchaser;

• prohibits or limits the ownership or operation by the Company, Circuit City or any of their respective subsidiaries of all or any portion of the business or assets of the Company or any of its subsidiaries or compels the Company, Circuit City or any of their respective subsidiaries to dispose of or hold separate all or any portion of the business or assets of the Company, Circuit City or any of their respective subsidiaries; or

• imposes limitations on the rights of ownership of Circuit City, Purchaser or any other affiliate of Circuit City with respect to the Shares; provided that Purchaser has used its reasonable best efforts to resist, resolve, defend against or lift, as applicable, such statute, rule, regulation, legislation, judgment, order or injunction;

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• there has occurred and continues to exist

• any general suspension of, or limitation on prices for, trading in securities on the NYSE or the TSX or in the NASDAQ National Market,

• a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or Canada or

• any limitation (whether or not mandatory) by any Governmental Entity that materially and adversely affects the extension of credit by banks or other lending institutions in the United States or Canada;

• the representations and warranties of the Company contained in Article III of the Acquisition Agreement (which for these purposes exclude all qualifications or exceptions relating to “materiality” and/or Company Material Adverse Effect and/or Knowledge of the Company) are not true and correct, either

• as of the date referred to in any representation or warranty which addresses matters as of a particular date or

• as to all other representations and warranties, as of the date of determination,

in either case (other than with respect to the Company’s capitalization, which must be true and correct in all respects), except where the failure to be so true and correct would not, individually or in the aggregate, have a Company Material Adverse Effect; provided that such breach or failure cannot be or has not been cured before the earlier of the 30th day after the giving of written notice thereof to the Company and the then current Expiration Date;

• the Company fails to perform in any material respect any obligation under the Acquisition Agreement or to comply in any material respect with any of its covenants or other obligations under the Acquisition Agreement;

• the board of directors of the Company (or a special committee thereof) has

• withdrawn, modified or changed in a manner adverse to Circuit City and Purchaser (including by amendment of the Schedule 14D-9) its recommendation of the Offer, the Acquisition Agreement or the Merger;

• recommended an Acquisition Proposal; or

• adopted any resolution to effect the foregoing;

• any applicable waiting period under the HSR Act relating to the Offer and the Merger has not expired or terminated;

• all material consents, approvals and authorizations required to be obtained before the consummation of the Offer and the Merger by the parties hereto from Governmental Entities to consummate the Offer and the Merger, have not been made or obtained, as the case may be;

• The waiting periods prescribed under the Competition Act (Canada) (the “Competition Act”) have not expired or the requirement to give the requisite notice have not been waived in accordance with Section 113(c) of the Competition Act, and

• Purchaser has not received from the Commissioner of Competition (the “Commissioner”) appointed under the Competition Act, an advance ruling certificate under Section 102 of the Competition Act in form and substance satisfactory to Purchaser, in its sole discretion, whereby the Commissioner certifies that she is satisfied that she would not have sufficient grounds on which to apply to the Competition Tribunal under Section 92 of the Competition Act in respect of the transactions contemplated by the Acquisition Agreement; or

• the Commissioner has not advised Purchaser in writing, in form and substance satisfactory to Purchaser, in its sole discretion, that the Commissioner does not oppose the Offer;

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• The following actions have not been taken (which actions must not have been rescinded and must remain in full force and effect as of the Share Purchase Date):

• the size of the board of directors of the Company has been increased to seven,

• all then current directors have resigned, effective as of the Share Purchase Date, other than three Independent Directors and any other then current director who may be designated by Circuit City, and

• a number of persons (the identity of whom will be designated by Circuit City) equal to the aggregate vacancies so created have been elected, effective as of the Share Purchase Date, to fill the vacancies so created; or

• the Acquisition Agreement has been terminated in accordance with its terms;

which, in the sole good faith judgment of Purchaser in any such case, makes it inadvisable to proceed with the Offer and/or such acceptance for payment of or payment for the Shares.

These conditions are for the sole benefit of Circuit City and Purchaser and may be asserted by Circuit City or Purchaser or waived by Circuit City or Purchaser, in whole or in part, at any time and from time to time in the sole discretion of Circuit City or Purchaser; provided that neither Purchaser nor Circuit City will be entitled to assert the failure of any such condition if any breach of the obligations of Purchaser or Circuit City under the Acquisition Agreement resulted in or contributed to the failure of that condition. The failure by Circuit City or Purchaser at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and circumstances will not be deemed a waiver with respect to any other facts and circumstances; and each such right will be deemed an ongoing right which may be asserted at any time and from time to time.

16.    CERTAIN LEGAL MATTERS; REGULATORY APPROVALS

General. Purchaser is not aware of any pending legal proceeding relating to the Offer. Except as described in this Section 16, based on its examination of publicly available information filed by the Company with the SEC and other publicly available information concerning the Company, Purchaser is not aware of any governmental license or regulatory permit that appears to be material to the Company’s business that might be adversely affected by Purchaser’s acquisition of Shares as contemplated herein or of any approval or other action by any governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of Shares by Purchaser or Circuit City as contemplated herein. Should any such approval or other action be required, Purchaser currently contemplates that such approval or other action will be sought. While Purchaser does not currently intend to delay acceptance for payment of Shares tendered under the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that if such approvals were not obtained or such other actions were not taken, adverse consequences might not result to the Company’s business, or certain parts of the Company’s business might not have to be disposed of, any of which could cause Purchaser to elect to terminate the Offer without the purchase of Shares thereunder under certain conditions as contemplated by the Merger. See Section 15—“Certain Conditions of the Offer.”

State Takeover Statutes. A number of states have adopted laws that purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or that have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states.

The Company is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL (“Section 203”) prevents an “interested stockholder” (including a person who has the right to acquire 15% or more of the corporation’s outstanding voting stock) from engaging in a “business combination” (defined to include mergers and certain other actions) with a Delaware corporation for a period of three years following the date that person became an interested stockholder. The Company Board approved for purposes of Section 203 the entering into by Purchaser, Circuit City and the Company of the Acquisition Agreement and the consummation

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of the transactions contemplated thereby and has taken all appropriate action so that section 203, with respect to the Company, will not be applicable to Circuit City and Purchaser by virtue of those actions.

Purchaser is not aware of any other state takeover laws or regulations which are applicable to the Offer or the Merger and has not attempted to comply with any other state takeover laws or regulations.

United States Antitrust Compliance. Under the HSR Act and the rules that have been promulgated thereunder by the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “Antitrust Division”) certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division and the FTC and certain waiting period requirements have been satisfied. The purchase of Shares under the Offer is subject to such requirements.

Under the requirements of the HSR Act, Circuit City, on behalf of itself and Purchaser, expects to file a Notification and Report Form with respect to the Offer and Merger with the Antitrust Division and the FTC no later than April 13, 2004. As a result, the waiting period applicable to the purchase of Shares under the Offer is scheduled to expire no later than at 11:59 p.m., New York City time, on April 28, 2004. However, before such time, the Antitrust Division or the FTC may extend the waiting period by requesting additional information or documentary material relevant to the Offer from Purchaser or the Company. If such a request is made, the waiting period will be extended until 11:59 p.m., New York City time, on the tenth day after substantial compliance by Purchaser or the Company, as applicable, with such request. Thereafter, such waiting period can be extended only by court order or by agreement of the parties.

The Antitrust Division and the FTC scrutinize the legality under the antitrust laws of transactions such as the acquisition of Shares by Purchaser under the Offer. At any time before or after the consummation of any such transactions, the Antitrust Division or the FTC could take such action under the antitrust laws of the United States as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares under the Offer or seeking divestiture of the Shares so acquired or divestiture of substantial assets of Circuit City or the Company. Private parties (and individual States) may also bring legal actions under the antitrust laws of the United States. Purchaser does not believe that the consummation of the Offer will result in a violation of any applicable antitrust laws. However, there can be no assurance that a challenge to the Offer on antitrust grounds will not be made, or if such a challenge is made, what the result will be. See Section 15—“Certain Conditions of the Offer,” including conditions with respect to litigation and certain governmental actions.

Canadian Antitrust Compliance. The Competition Act (Canada) (the “Competition Act”) and accompanying regulations require pre-merger notification to the Commissioner of Competition (the “Commissioner”) where a proposed merger transaction exceeds certain financial thresholds and, in the case of the acquisition of the shares of an operating business in Canada, certain voting interest thresholds. If a merger transaction is subject to the Competition Act’s notification requirements, a filing must be submitted to the Commissioner prior to the completion of the transaction and the transaction may not close before a prescribed waiting period has expired. Unless waived or abridged by the Commissioner, the prescribed waiting period will be either 14 or 42 days after the day on which the Commissioner certifies the pre-merger notification to be complete. The length of the waiting period will depend upon the type of filing that the parties elect to submit (“short form” or “long form”) or, in certain circumstances, that they are required to submit by the Commissioner. As an alternative to filing a pre-merger notification, the parties may submit to the Commissioner an application for an “Advance Ruling Certificate” (“ARC”). If granted, the issuance of the ARC will confirm that the Commissioner does not have grounds upon which to challenge the proposed merger transaction. In addition, the ARC will exempt the transaction from the notification and waiting period obligations described above. Even if an ARC is not granted, the Commissioner may waive the applicability of the pre-merger notification requirements on the grounds that she has received all of the required information in the context of the application for the ARC.

Regardless of whether a merger transaction is notifiable under the Competition Act, the Commissioner may review that transaction to determine if it is likely to substantially prevent or lessen competition in a relevant market. The Commissioner’s substantive review may extend beyond the pre-merger notification waiting periods described above.

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If the Commissioner concludes that the proposed transaction is unlikely to result in a substantial prevention or lessening of competition, the Commissioner may issue an ARC, as described above. Where an ARC is issued, and the transaction to which it relates is substantially completed within one year, the Commissioner cannot seek an order in respect of the transaction solely on the basis of information that is the same or substantially the same as the information which formed the basis for the issuance of the ARC. If the Commissioner does not choose to issue an ARC, she may issue instead a “no-action” advisory opinion to the effect that she does not intend to challenge the transaction at the current time but retains the authority to do so for three years following the completion of the transaction, as provided for in the Competition Act.

If the Commissioner determines that a merger transaction is likely to prevent or lessen competition substantially, the Commissioner may apply to the Competition Tribunal, a specialized administrative body empowered to deal with these matters, for an order to require, among other things, the disposition of assets or shares acquired (in the case of a completed merger), or to prevent the acquisition of assets or shares (in the case of a proposed transaction). The Competition Tribunal also has the authority to grant interim relief in appropriate circumstances.

The Offer is subject to the pre-merger notification requirements of the Competition Act. Purchaser, on behalf of itself and Circuit City, has submitted an application for an ARC to the Commissioner. Purchaser does not believe that the consummation of the Offer will result in a substantial prevention or lessening of competition as proscribed under the Competition Act. However, there can be no assurance that a challenge to the Offer will not be made by the Commissioner under the Competition Act, or, if such a challenge is made, what the outcome will be.

Investment Canada Compliance. Any acquisition by a “non-Canadian” of control over a Canadian business is subject to the provisions of the Investment Canada Act (the “ICA”). Depending upon a variety of threshold factors, an acquisition may be either “reviewable” or “notifiable” under the ICA. Generally speaking, if a transaction is “reviewable,” an “application for review” must be submitted to the responsible Minister, who will assess whether the transaction is of “net benefit” to Canada. Reviewable acquisitions involving “cultural businesses” are the responsibility of the Minister of Canadian Heritage. All other reviewable acquisitions are the responsibility of the Minister of Industry. Depending upon the circumstances, the application for review may have to be submitted prior to closing and the parties will be obliged to observe a waiting period before closing can occur. This waiting period is 45 days subject to extension. In other cases, however, the application for review will only need to be submitted within 30 days following closing.

Where a transaction is “notifiable,” the only requirement is on the acquiring party to submit a brief information form to the responsible Minister within 30 days following closing.

Purchaser believes that an application for review will have to be submitted to the Minister of Canadian Heritage following the completion of the Offer based on the very minimal sales by InterTAN of video products and books, which for these purposes are considered to be “cultural” products. Purchaser believes that the Minister of Canadian Heritage will conclude that this aspect of the Offer will be of “net benefit” to Canada. However, there can be no assurance as to what the Minister of Canadian Heritage will determine. In particular, the Minister may seek certain commitments from Purchaser and Circuit City in order to grant approval.

With respect to the “non-cultural” aspects of InterTAN’s business, Purchaser believes that it will only need to submit a “notification” to the Minister of Industry within 30 days following closing. This will not involve any form of review.

17.    FEES AND EXPENSES

Banc of America Securities has acted as financial advisor to Circuit City in connection with the proposed acquisition of the Company and is acting as the dealer manager in the United States in connection with the Offer. Circuit City has agreed to pay Banc of America Securities customary compensation for its services as financial advisor and will reimburse Banc of America Securities for certain reasonable expenses. Circuit City and

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Purchaser have agreed to indemnify Banc of America Securities against certain liabilities and expenses in connection with its engagement, including certain liabilities under the federal securities laws. At any time Banc of America Securities and its affiliates may actively trade in the Shares for its own account or for the accounts of customers, and, accordingly, may at any time hold a long or short position in the Shares.

Circuit City and Purchaser have retained Morrow & Co., Inc. to be the information agent and Wells Fargo Bank, N.A. to be the depositary in connection with the Offer. The information agent may contact holders of Shares by mail, telephone, telecopy, telegraph and personal interview and may request banks, brokers, dealers and other nominees to forward materials relating to the Offer to beneficial owners of Shares.

The information agent and the depositary each will receive reasonable and customary compensation for their respective services in connection with the offer, will be reimbursed for reasonable out-of-pocket expenses and will be indemnified against certain liabilities and expenses in connection therewith, including certain liabilities under federal securities laws.

Neither Circuit City nor Purchaser will pay any fees or commissions to any broker or dealer or to any other person (other than to the dealer manager, the depositary and the information agent) in connection with the solicitation of tenders of Shares under the Offer. Brokers, dealers, commercial banks and trust companies will, upon request, be reimbursed by Purchaser for customary mailing and handling expenses incurred by them in forwarding offering materials to their customers.

18.    MISCELLANEOUS

The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of that jurisdiction. However, Purchaser may, in its discretion, take such action as it may deem necessary to make the Offer in any such jurisdiction and extend the Offer to holders of Shares in such jurisdiction.

No person has been authorized to give any information or to make any representation on behalf of Circuit City or Purchaser not contained in this offer to purchase or in the letter of transmittal, and, if given or made, such information or representation must not be relied upon as having been authorized.

Purchaser has filed with the SEC a Tender Offer Statement on Schedule TO under Rule 14d-3 of the General Rules and Regulations under the Exchange Act, together with exhibits furnishing certain additional information with respect to the Offer, and may file amendments thereto. In addition, the Company has filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9, together with exhibits, under Rule 14d-9 under the Exchange Act, setting forth the recommendation of the Company Board with respect to the Offer and the reasons for that recommendation and furnishing additional related information. A copy of those documents, and any amendments thereto, may be examined at, and copies may be obtained from, the SEC in the manner set forth under Section 7—“Information Concerning the Company” above.

Securities legislation in certain of the provinces and territories of Canada provides stockholders of the Company with, in addition to any other rights they may have at law, remedies for rescission or damages, or both, if a circular or notice that is required to be delivered to such stockholders contains a misrepresentation or is not delivered to the stockholder, provided that such remedies for rescission or damages are exercised by the stockholder within the time limit prescribed by the securities legislation of the stockholder’s province or territory. The stockholder should refer to the applicable provisions of the securities legislation of the stockholder’s province or territory for particulars of these rights or consult with a legal adviser. Rights and remedies also may be available to stockholders under U.S. law; stockholders may wish to consult with a U.S. legal adviser for particulars of these rights.

WINSTON ACQUISITION CORP.

April 13, 2004

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CERTIFICATE OF THE PURCHASER

Dated: April 13, 2004

The foregoing, together with Schedule I attached hereto, contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.

WINSTON ACQUISITION CORP.
By:	/s/ W. Stephen Cannon
	President

By:	/s/ W. Stephen Cannon
	Director

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Schedule I

Directors and Executive Officers of Circuit City and Purchaser

1. Directors and Executive Officers of Circuit City. The following table sets forth the name, present principal occupation or employment and past material occupations, positions, offices or employment for each director and executive officer of Circuit City for at least the past five (5) years. The current business address of each person is 9950 Mayland Drive, Richmond, Virginia 23233 and the current telephone number is (804) 527-4000. Each person is a citizen of the United States of America.

Name	Position
W. Alan McCollough	Chairman, President and Chief Executive Officer
John W. Froman	Executive Vice President, Chief Operating Officer
Kim D. Maguire	Executive Vice President, Chief Merchandising Officer
Michael E. Foss	Senior Vice President, Chief Financial Officer
Ronald E. Baime	Senior Vice President, General Merchandise Manager
Dennis J. Bowman	Senior Vice President, Strategic Sourcing and Inventory Planning/Replenishment
W. Stephen Cannon	Senior Vice President, General Counsel and Secretary
William C. Denney	Senior Vice President, General Merchandise Manager
Fiona P. Dias	Senior Vice President, President Circuit City Direct
Philip J. Dunn	Senior Vice President, Treasurer, Corporate Controller and Chief Accounting Officer
Gary M. Mierenfeld	Senior Vice President, Store Development, Distribution, Procurement and Service
Douglas T. Moore	Senior Vice President, President Western Division
Jeffrey S. Wells	Senior Vice President, Human Resources and Training
James F. Hardymon	Lead Director
Ronald M. Brill	Director
Carolyn H. Byrd	Director
Richard N. Cooper	Director
Barbara S. Feigin	Director
E.V. Goings	Director
Alan Kane	Director
Allen B. King	Director
Mikael Salovaara	Director
Carolyn Y. Woo	Director

Mr. McCollough joined Circuit City in 1987 as general manager of corporate operations. He was elected assistant vice president in 1989, vice president and Central Division president in 1991, senior vice president – merchandising in 1994, president and chief operating officer in 1997, chief executive officer in June 2000 and chairman of the board effective June 2002. He is a director of VF Corporation. He has been a director of Circuit City since 1999.

Mr. Froman joined Circuit City in 1986 as a store manager and general manager in training. In 1987, he was promoted to general manager and in 1989 was named assistant vice president. He was promoted to director of corporate operations in 1990 and in 1992 added the title of vice president. He was elected Central Division president in 1994, named senior vice president – merchandising in 1997 and was promoted to executive vice president in 2000. He was named chief operating officer in 2001.

Mr. Maguire joined Circuit City in 2001 as executive vice president – merchandising. He was named chief merchandising officer in 2003. Prior to joining Circuit City, Mr. Maguire had been employed by Target Stores for 20 years, most recently as senior vice president – hardlines from 1995 to 2001.

Mr. Foss joined Circuit City in 2003 as senior vice president and chief financial officer. Prior to joining Circuit City, he was executive vice president of corporate/business development for TeleTech Holdings

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Corporation from 2001 to 2003; president of TeleTech Companies Group from 2000 to 2001; and executive vice president & chief financial officer of TeleTech Holdings/president of TeleTech Companies Group from 1999 to 2000. Mr. Foss was employed by Eastman Kodak Corporation from 1997 to 1999 in various senior positions, including CEO of Kodak’s Picturevision Inc. subsidiary.

Mr. Baime joined Circuit City in 2002 as vice president, general merchandise manager of technology. He was promoted to senior vice president, general merchandise manager for video, home and technology in April 2003. Prior to joining Circuit City, Mr. Baime was employed by Best Buy as vice president of music for The Musicland Group from January to October of 2002. Mr. Baime was employed by Kohl’s Department Store between 1997 and 2001 as senior vice president, e-commerce and vice president, divisional merchandise manager.

Mr. Bowman joined Circuit City in 1996 as vice president and chief information officer. He was elected senior vice president and chief information officer in 1997. Mr. Bowman was named senior vice president – strategic sourcing and inventory management in 2004.

Mr. Cannon joined Circuit City in 1994 as senior vice president and general counsel and was named secretary in February 2003.

Mr. Denney joined Circuit City in 1979 as a salesman in Nashville, Tennessee. After serving as store manager in numerous locations, he moved into a regional merchandising position. Mr. Denney served as divisional merchandising manager for the southern division from 1986 until 1994, when he became corporate director of advertising and marketing. He was promoted to assistant vice president in 1995; to vice president and general merchandise manager in 2002; and to senior vice president in 2003.

Ms. Dias joined Circuit City in 2000 as senior vice president – marketing. She was named president of Circuit City Direct in 2003. Before joining Circuit City, she was chief marketing officer at Stick Networks, Inc. during 2000; vice president – marketing and development for the Frito-Lay Company from 1999 to 2000; and vice president of corporate development at Pennzoil Quaker State Company from 1996 to 1999. Prior to 1996, she held various brand management positions with The Procter and Gamble Company.

Mr. Dunn joined Circuit City in 1984. He was named treasurer in 1990, was promoted to vice president in 1992 and added the title of controller in 1996. In 1999, he was elected senior vice president.

Mr. Mierenfeld joined Circuit City in 1993 as vice president – distribution. He was elected senior vice president in 1999.

Mr. Moore joined Circuit City in 1990 and held various positions within merchandising including assistant vice president/general manager – builder appliance sales division, beginning in 1998. In 1999, he became assistant vice president – senior national buyer. In 2000, he moved to assistant vice president/divisional merchandising manager – imaging and in 2002, he moved to assistant vice president – director of merchandising operations. He was promoted to senior vice president and western division president in 2003.

Mr. Wells joined Circuit City in 1996 as senior vice president – human resources and training. Prior to joining Circuit City, he had served as a senior vice president of Toys “R” Us, Inc., beginning in 1992.

Mr. Hardymon retired as chairman of Textron, Inc. in January 1999. Mr. Hardymon joined Textron, Inc., a public company that produces aircraft, fastening systems, and industrial components and products, in 1989 as president and chief operating officer. He became chief executive officer in 1992 and assumed the title of chairman in 1993. He is a director of Air Products and Chemicals, Inc.; Lexmark International, Inc.; and American Standard Companies, Inc. He has been a director of Circuit City since 1998.

Mr. Brill is a private investor. Mr. Brill served as executive vice president and chief administrative officer of The Home Depot, Inc., a home improvement retailer, from 1995 until 2000 and as a director of the same company from 1987 until 2000. He has been a director of Circuit City since 2002.

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Ms. Byrd has been chairman and chief executive officer of GlobalTech Financial, LLC, a financial services company, since May 2000. She was President of Coca-Cola Financial Corporation from 1997 to May 2000. She is a director of Rare Hospitality International, Inc.; AFC Enterprises, Inc.; and the St. Paul Companies, Inc. She has been a director of Circuit City since 2001.

Mr. Cooper has been professor of economics at Harvard University since 1981. He is a director of The Phoenix Companies, Inc. He has been a director of Circuit City since 1983.

Ms. Feigin has been a consultant specializing in strategic marketing and branding since February 1999. She served as executive vice president, worldwide director of strategic services and a member of the Agency Policy Council of Grey Global, Inc. (formerly Grey Advertising, Inc.), the principal business of which is advertising and marketing communications, from 1983 until her retirement in February 1999. She is a director of VF Corporation. She has been a director of Circuit City since 1994.

Mr. Goings has been chairman and chief executive officer of Tupperware Corporation, a direct seller, since 1993. He is a director of R. J. Reynolds Tobacco Holdings, Inc. and SunTrust Bank of Central Florida, N.A. He has been a director of Circuit City since March 2004.

Mr. Kane has been professor of retailing at Columbia University Graduate School of Business since 1997. Before joining the faculty at Columbia, Mr. Kane spent 28 years in the retailing industry with Federated Department Stores, the May Company, Grossman’s Inc. and a privately held retailer. He is a director of Bluefly, Inc. He has been a director of Circuit City since 2003.

Mr. King has been president and chief executive officer of Universal Corporation, the holding company, and chairman, president and chief executive officer of Universal Leaf Tobacco Company, Inc., international buyers and processors of leaf tobacco, since 2003. Prior to his election as chief executive officer, Mr. King was chief operating officer of Universal Corporation, a position he held for more than five years. He is a director of Universal Corporation, Universal Leaf Tobacco Co., Inc. and Deli Universal, Inc. He has been a director since September 2003.

Mr. Salovaara is a private investor. Mr. Salovaara was a partner of Greycliff Partners, a merchant banking firm, from 1991 to 2002. He was a Limited Partner of The Blackstone Group L.P. from 1994 to 1996. He has been a director of Circuit City since 1995.

Ms. Woo has been dean of the Mendoza College of Business, University of Notre Dame, since 1997. She is a director of AON Corporation and NISource, Inc. She has been a director of Circuit City since 2001.

2. Directors and Executive Officers of Purchaser. W. Stephen Cannon is the sole director, the president and the secretary of Purchaser. There are no other directors or officers of Purchaser. Mr. Cannon’s present principal occupation or employment and material occupations, positions, offices or employment for the past five (5) years are provided above. His current business address is 9950 Mayland Drive, Richmond, Virginia 23233 and his current telephone number is (804) 527- 4000. He is a citizen of the United States of America.

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The letter of transmittal, certificates for Shares and any other required documents should be sent or delivered by each stockholder of the Company or such stockholder’s broker, dealer, commercial bank, trust company or other nominee to the depositary at one of its addresses set forth below:

The Depositary for the Offer is:

Wells Fargo Bank, N.A.

By Mail	By Hand or Overnight Delivery
Wells Fargo Bank, N.A. Shareowner Services Corporate Actions Department P.O. Box 64858 St. Paul, Minnesota 55164-0858	Wells Fargo Bank, N.A. Shareowner Services Corporate Actions Department 161 North Concord Exchange South St. Paul, Minnesota 55075
By Facsimile Transmission: (for Eligible Institutions only) 651-450-2452	Confirm Facsimile by Telephone: 651-450-4110

Questions or requests for assistance may be directed to the information agent or the dealer manager at their respective addresses and telephone numbers listed below. Additional copies of this offer to purchase, the letter of transmittal and the notice of guaranteed delivery may be obtained from the information agent. Stockholders may also contact brokers, dealers, commercial banks or trust companies for assistance concerning the Offer.

The Information Agent for the Offer is:

Morrow & Co., Inc.

445 Park Avenue, 5th Floor

New York, New York 10022

(212) 754-8000

Banks and Brokerage Firms, Please Call: (800) 654-2468

Stockholders Call Toll Free: (800) 607-0088

E-mail: ITN.info@morrowco.com

The Dealer Manager in the United States for the Offer is:

Banc of America Securities LLC

9 West 57th Street

New York, New York 10019

(212) 583-8537 (Call Collect)

(888) 583-8900, Ext. 8537 (Call Toll Free)

EX-99.A1B

EXHIBIT (a)(1)(B)

LETTER OF TRANSMITTAL

TO TENDER SHARES OF COMMON STOCK

OF

INTERTAN, INC.

PURSUANT TO THE OFFER TO PURCHASE DATED AS OF APRIL 13, 2004

BY

WINSTON ACQUISITION CORP.

A WHOLLY OWNED SUBSIDIARY OF

CIRCUIT CITY STORES, INC.

The Offer and withdrawal rights will expire at 11:59 p.m., New York City time,

on Tuesday, May 11, 2004, unless the Offer if extended.

The Depositary for the Offer is:

Wells Fargo Bank, N.A.

By Mail	By Hand or Overnight Delivery
Wells Fargo Bank, N.A. Shareowner Services Corporate Actions Department P.O. Box 64858 St. Paul, Minnesota 55164-0858	Wells Fargo Bank, N.A. Shareowner Services Corporate Actions Department 161 North Concord Exchange South St. Paul, Minnesota 55075

Delivery of this letter of transmittal to an address other than as set forth above will not constitute a valid delivery to Wells Fargo Bank, N.A., the depositary for the Offer. You must sign this letter of transmittal in the appropriate space provided below, with signature guarantee if required, and complete the substitute Form W-9 set forth below. The instructions contained within this letter of transmittal should be read carefully before this letter of transmittal is completed.

DESCRIPTION OF SHARES TENDERED
Name(s) and address of Registered Holder(s) (please fill in, if blank, exactly as name(s) appear on Certificate(s))	Share Certificate Number(s)	Total Number of Shares Represented by Certificate(s) (1)	Number of Shares Tendered (2)
		Total Number of Surrendered Shares

Notes:

(1) Need not be completed by stockholders who deliver Shares by book-entry transfer or Shares held in the InterTAN, Inc. Employee Stock Purchase Plan.

(2) Unless otherwise indicated, all Shares represented by certificates delivered to the depositary will be deemed to have been tendered. See Instruction 4.

This letter of transmittal is to be used by stockholders of InterTAN, Inc., if certificates for Shares (as defined below) are to be forwarded herewith or, unless an agent’s message (as defined in Section 2 of the Offer to Purchase) is utilized, if delivery of Shares is to be made by book-entry transfer to an account maintained by the depositary at the book-entry transfer facility (as defined in Section 2 of the Offer to Purchase and pursuant to the procedures set forth in Section 3 thereof). Stockholders whose certificates for Shares (“Share Certificates”) are not immediately available, or who cannot complete the procedure for book-entry transfer on a timely basis, or who cannot deliver all other required documents to the depositary prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase), must tender their Shares according to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase in order to participate in the Offer. See Instruction 2. Delivery of documents to the book-entry transfer facility will not constitute delivery to the depositary.

TENDER OF SHARES

¨ Check here if tendered shares are being delivered by book-entry transfer to the depositary’s account at the book-entry transfer facility and complete the following (only participants in the book-entry transfer facility may deliver shares by book-entry transfer):

Name of Tendering Institution:                                                                                                                                               

Account Number:                                                                                                                                                                          

Transaction Code Number:                                                                                                                                                       

¨ Check here if tendered shares are being delivered pursuant to a notice of guaranteed delivery previously sent to the depositary and complete the following:

Name(s) of Registered Holder(s):                                                                                                                                           

Window Ticket Number (if any):                                                                                                                                           

Date of Execution of Notice of Guaranteed Delivery:                                                                                                    

Name of Eligible Institution that Guaranteed Delivery:                                                                                                 

NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.

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Ladies and Gentlemen:

The undersigned hereby tenders to Winston Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Circuit City Stores, Inc. a Virginia corporation (“Circuit City”), the above-described shares of common stock, par value $1.00 per share (the “Shares”) of InterTAN, Inc., a Delaware corporation (the “Company”), pursuant to Purchaser’s offer to purchase all issued and outstanding Shares, at a purchase price of $14.00 per Share, net to the seller in cash (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 13, 2004 and in this letter of transmittal (which together with any amendments or supplements thereto or hereto, collectively constitute the “Offer”).

Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of any such extension or amendment), and effective upon acceptance for payment of the Shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to or upon the order of Purchaser all right, title and interest in and to all of the Shares that are being tendered hereby (and any and all dividends, distributions, rights, other Shares or other securities issued or issuable in respect thereof on or after the date hereof (collectively, “Distributions”)) and irrevocably constitutes and appoints Wells Fargo Bank, N.A., the depositary for the Offer, as the undersigned’s true and lawful agent and attorney-in-fact with respect to such Shares (and any and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver certificates for such Shares (and any and all Distributions) or transfer ownership of such Shares (and any and all Distributions) on the account books maintained by the book-entry transfer facility, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of Purchaser, (ii) present such Shares (and any and all Distributions) for transfer on the books of the Company and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any and all Distributions), all in accordance with the terms of the Offer.

By executing this letter of transmittal, the undersigned hereby irrevocably appoints the designees of Purchaser as the undersigned’s attorneys-in-fact and proxies of the undersigned, each with full power of substitution, (i) to vote at any annual or special meeting of the Company’s stockholders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, (ii) to execute any written consent concerning any matter as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, and (iii) to otherwise act as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, all of the Shares (and any and all Distributions) tendered hereby and accepted for payment by Purchaser. This appointment will be effective if and when, and only to the extent that, Purchaser accepts such Shares for payment under the Offer. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such Shares in accordance with the terms of the Offer. Such acceptance for payment shall, without further action, revoke any prior powers of attorney and proxies granted by the undersigned at any time with respect to such Shares (and any and all Distributions), and no subsequent powers of attorney, proxies, consents or revocations may be given by the undersigned with respect thereto (and, if given, will not be deemed effective). Purchaser reserves the right to require that, in order for the Shares to be deemed validly tendered, immediately upon Purchaser’s acceptance for payment of such Shares, Purchaser must be able to exercise full voting, consent and other rights with respect to such Shares (and any and all Distributions), including voting at any meeting of the Company’s stockholders.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby (and any and all Distributions) and that, when the same are accepted for payment by Purchaser, Purchaser will acquire good, marketable and unencumbered title to such Shares (and any and all Distributions), free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the depositary or Purchaser to be necessary or desirable to complete the sale,

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assignment and transfer of the Shares tendered hereby (and any and all Distributions). In addition, the undersigned shall remit and transfer promptly to the depositary for the account of Purchaser all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, Purchaser shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire purchase price of the Shares tendered hereby or deduct from such purchase price the amount or value of such Distribution as determined by Purchaser in its sole discretion.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

The undersigned understands that the valid tender of the Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the Instructions hereto will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms or conditions of any such extension or amendment). Without limiting the foregoing, if the price to be paid in the Offer is amended in accordance with the Acquisition Agreement (as defined in the Offer to Purchase), the price to be paid to the undersigned will be the amended price notwithstanding the fact that a different price is stated in this letter of transmittal. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, Purchaser may not be required to accept for payment any of the Shares tendered hereby.

Unless otherwise indicated under “Special Payment Instructions,” please issue the check for the purchase price of all of the Shares purchased and, if appropriate, return any certificates for the Shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing above under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price of all of the Shares purchased and, if appropriate, return any certificates for the Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under “Description of Shares Tendered.” In the event that the boxes entitled “Special Payment Instructions” and “Special Delivery Instructions” are both completed, please issue the check for the purchase price of all Shares purchased and, if appropriate, return any certificates evidencing Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and, if appropriate, return any such certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Unless otherwise indicated herein in the box entitled “Special Payment Instructions,” please credit any Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the book-entry transfer facility designated above. The undersigned recognizes that Purchaser has no obligation, pursuant to the “Special Payment Instructions,” to transfer any Shares from the name of the registered holder thereof if Purchaser does not accept for payment any of the Shares so tendered.

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SPECIAL PAYMENT INSTRUCTIONS

(See Instructions 1, 5, 6 and 7)

To be completed ONLY if the check for the purchase price of Shares accepted for payment and/or Share Certificates not tendered or accepted for payment are to be issued in the name of someone other than the undersigned.

Issue Check/Certificate(s) to:

Name                                                                                                                                                                                                       

(Please Print)

Address                                                                                                                                                                                                   

(Include Zip Code)

(Taxpayer Identification or Social Security Number)

(Also Complete Substitute Form W-9 on Page 11)

Account Number:                                                                                                                                                                                

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 1, 5, 6 and 7)

To be completed ONLY if the check for the purchase price of Shares accepted for payment and/or Share Certificates not tendered or accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown under “Description of Shares Tendered.”

Mail Check/Certificate(s) to:

Name                                                                                                                                                                                                       

(Please Print)

Address                                                                                                                                                                                                   

(Include Zip Code)

(Taxpayer Identification or Social Security Number)

(Also Complete Substitute Form W-9 on Page 11)

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IMPORTANT

STOCKHOLDER: SIGN HERE

(Please Complete Substitute Form W-9 Included Herein)

(Signature(s) of Owner(s))

Name(s)

Capacity (Full Title) (See Instructions)

Address                                                                                                                                                                                                        

(Include Zip Code)

Area Code and Telephone Number                                                                                                                                                    

Taxpayer Identification

or Social Security Number                                                                                                                                                                   

(See Substitute Form W-9)

Dated:                                                            , 2004

(Must be signed by the registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by the person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.)

MEDALLION GUARANTEE OF SIGNATURE(S)

(If required—See Instructions 1 and 5)

Authorized Signature(s)                                                                                                                                                                         

Name                                                                                                                                                                                                             

Name of Firm                                                                                                                                                                                            

Address                                                                                                                                                                                                        

(Include Zip Code)

Area Code and Telephone Number                                                                                                                                                    

Dated:                                                            , 2004

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Medallion Guarantee of Signature(s). No signature guarantee is required on this letter of transmittal (a) if this letter of transmittal is signed by the registered holder(s) (which term, for purposes of this Section, includes any participant in the book-entry transfer facility’s systems whose name(s) appear(s) on a security position listing as the owner(s) of the Shares) of Shares tendered herewith, unless such registered holder(s) has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on the letter of transmittal or (b) if such Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program or by any other “eligible guarantor institution,” as such term is defined in Rule l7Ad-l5 under the Exchange Act (each, an “Eligible Institution”). In all other cases, all signatures on this letter of transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

2. Requirements of Tender. This letter of transmittal is to be completed by stockholders if certificates are to be forwarded herewith or, unless an agent’s message is utilized, if tenders are to be made pursuant to the procedure for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase. Share Certificates evidencing tendered Shares, or timely confirmation of a book-entry transfer of Shares (a “Book-Entry Confirmation”) into the depositary’s account at the book-entry transfer facility, as well as this letter of transmittal, properly completed and duly executed, with any required signature guarantees, or an agent’s message in connection with a book-entry transfer, and any other documents required by this letter of transmittal, must be received by the depositary at one of its addresses set forth herein prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase). Stockholders whose Share Certificates are not immediately available, or who cannot complete the procedure for delivery by book-entry transfer on a timely basis or who cannot deliver all other required documents to the depositary prior to the Expiration Date, may tender their Shares by properly completing and duly executing a notice of guaranteed delivery pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution; (ii) a properly completed and duly executed notice of guaranteed delivery, substantially in the form made available by Purchaser, must be received by the depositary prior to the Expiration Date and (iii) the Share Certificates (or a Book-Entry Confirmation) evidencing all tendered Shares, in proper form for transfer, in each case together with this letter of transmittal, properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry delivery, an agent’s message) and any other documents required by this letter of transmittal, must be received by the depositary within three New York Stock Exchange trading days after the date of execution of such notice of guaranteed delivery. If Share Certificates are forwarded separately to the depositary, a properly completed and duly executed letter of transmittal must accompany each such delivery.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND THE RISK OF THE TENDERING STOCKHOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

No alternative, conditional or contingent tenders will be accepted. All tendering stockholders, by execution of this letter of transmittal, waive any right to receive any notice of the acceptance of their Shares for payment.

3. Inadequate Space. If the space provided herein is inadequate, the Share Certificate numbers and/or the number of Shares and any other required information should be listed on a separate signed schedule attached hereto.

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4. Partial Tenders (not applicable to stockholders who tender by book-entry transfer). If fewer than all of the Shares evidenced by any Share Certificate are to be tendered, fill in the number of Shares that are to be tendered in the box entitled “Number of Shares Tendered.” In this case, new Share Certificates for the Shares that were evidenced by your old Share Certificates, but were not tendered by you, will be sent to you, unless otherwise provided in the appropriate box on this letter of transmittal, as soon as practicable after the Expiration Date. All Shares represented by Share Certificates delivered to the depositary will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If this letter of transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificate(s) without alteration, enlargement or any change whatsoever.

If any of the Shares tendered hereby are held of record by two or more joint owners, all such owners must sign this letter of transmittal.

If any of the tendered Shares are registered in different names on several Share Certificates, it will be necessary to complete, sign and submit as many separate letters of transmittal as there are different registrations.

If this letter of transmittal or any Share Certificates or stock powers are signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to Purchaser of the authority of such person so to act must be submitted.

If this letter of transmittal is signed by the registered holder(s) of the Shares listed and transmitted hereby, no endorsements of Share Certificates or separate stock powers are required unless payment is to be made or Share Certificate(s) not tendered or not accepted for payment are to be issued in the name of any person(s) other than the registered holder(s). Signatures on any such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

If this letter of transmittal is signed by a person other than the registered holder(s) of the Share Certificate(s) listed and transmitted hereby, the Share Certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the Share Certificate(s). Signature(s) on any such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6, Purchaser or any successor entity thereto will pay all stock transfer taxes with respect to the transfer and sale of any Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if Share Certificate(s) for Shares not tendered or not accepted for payment are to be registered in the name of, any person(s) other than the registered holder(s), or if tendered Share Certificate(s) are registered in the name of any person(s) other than the person(s) signing this letter of transmittal, the purchase price will not be paid until such other person(s) has paid any stock transfer taxes (whether imposed on the registered holder(s) or such other person(s)) payable on account of the transfer to such other person(s) and has submitted evidence satisfactory to Purchaser of the payment of such taxes, or exemption therefrom.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Share Certificate(s) evidencing the Shares tendered hereby.

7. Special Payment and Delivery Instructions. If a check is to be issued in the name of, and, if appropriate, Share Certificates for Shares not tendered or not accepted for payment are to be issued or returned to any person(s) other than the signer of this letter of transmittal or if a check and, if appropriate, such Share Certificates are to be returned to any person(s) other than the person(s) signing this letter of transmittal or to an address other than that shown in this letter of transmittal, the appropriate boxes on this letter of transmittal must be completed.

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8. Substitute Form W-9. To avoid backup withholding, a tendering stockholder is required to provide the depositary with a correct taxpayer identification number (“TIN”) on Substitute Form W-9, which is provided under “Important Tax Information” below, and to certify, under penalties of perjury, that such number is correct, that such stockholder is not subject to backup withholding of federal income tax and that such stockholder is a U.S. person (as defined for U.S. federal income tax purposes). If a tendering stockholder has been notified by the Internal Revenue Service (“IRS”) that such stockholder is subject to backup withholding, such stockholder must cross out item (2) of the Certification box of the Substitute Form W-9 unless such stockholder has since been notified by the IRS that such stockholder is no longer subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the tendering stockholder to backup withholding on the payment of the purchase price of all Shares purchased from such stockholder. If the tendering stockholder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such stockholder should write “Applied For” in the space provided for the TIN in Part I of the Substitute Form W-9 and sign and date the Substitute Form W-9. If “Applied For” is written in Part I and the depositary is not provided with a TIN by the time of payment, the depositary will withhold a portion of all payments of the purchase price to such stockholder until a TIN is provided to the depositary.

Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) may not be subject to backup withholding. Foreign stockholders should submit an appropriate and properly completed IRS Form W-8BEN or other applicable form, a copy of which may be obtained from the depositary, in order to avoid backup withholding. Such stockholders should consult a tax advisor to determine which form is appropriate. See the enclosed “Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9” for more instructions.

9. Requests for Assistance or Additional Copies. Questions and requests for assistance or additional copies of the Offer to Purchase, this letter of transmittal, the notice of guaranteed delivery, IRS Form W-8 and the “Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9” may be directed to the information agent at the address and phone numbers set forth below, or from brokers, dealers, commercial banks or trust companies.

10. Lost, Destroyed or Stolen Certificates. If any certificate representing Shares has been lost, destroyed or stolen, the stockholder should promptly notify EquiServe Trust Company, N.A., in its capacity as transfer agent for the Shares (telephone number: (781) 575-4593). The stockholder will then be instructed as to the steps that must be taken in order to replace the certificate. This letter of transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed.

IMPORTANT: THIS LETTER OF TRANSMITTAL TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT’S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION DATE.

IMPORTANT TAX INFORMATION

Under United States federal income tax law, a stockholder who is a United States person (as defined for United States federal income tax purposes) surrendering Shares must, unless an exemption applies, provide the depositary (as payer) with the stockholder’s correct TIN on IRS Form W-9 or on the Substitute Form W-9 included in this letter of transmittal. If the stockholder is an individual, the stockholder’s TIN is such

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stockholder’s social security number. If the correct TIN is not provided, the stockholder may be subject to a $50 penalty imposed by the IRS and payments of cash to the stockholder (or other payee) pursuant to the Offer may be subject to backup withholding of a portion of all payments of the purchase price.

Certain stockholders (including, among others, corporations and certain foreign individuals and entities) may not be subject to backup withholding and reporting requirements. In order for an exempt foreign stockholder to avoid backup withholding, such person should complete, sign and submit an appropriate Form W-8, signed under penalties of perjury, attesting to his or her exempt status. Such stockholders should consult a tax advisor to determine which Form W-8 is appropriate. A Form W-8 can be obtained from the depositary. Exempt stockholders other than foreign stockholders should furnish their TIN, write “Exempt” in Part II of the Substitute Form W-9 and sign, date and return the Substitute Form W-9 to the depositary in order to avoid erroneous backup withholding. See the enclosed “Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9” for additional instructions.

If backup withholding applies, the depositary is required to withhold and pay over to the IRS a portion of any payment made to a stockholder. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained from the IRS.

Purpose of Substitute Form W-9

To prevent backup withholding on payments that are made to a stockholder with respect to Shares purchased pursuant to the Offer, the stockholder is required to notify the depositary of the stockholder’s correct TIN by completing the Substitute Form W-9 included in this letter of transmittal certifying (1) that the TIN provided on the Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN), (2) that the stockholder is not subject to backup withholding because (a) the stockholder is exempt from backup withholding, (b) the stockholder has not been notified by the IRS that the stockholder is subject to backup withholding as a result of a failure to report all interest and dividends or (c) the IRS has notified the stockholder that the stockholder is no longer subject to backup withholding and (3) that the stockholder is a U.S. person (as defined for United States federal income tax purposes).

What Number to Give the Depositary

The tendering stockholder is required to give the depositary the TIN (generally the social security number or employer identification number) of the record holder of the Shares tendered hereby. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9” for additional guidance on which number to report. If the tendering stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, he, she or it should write “Applied For” in the space provided for the TIN in Part I, sign and date the Substitute Form W-9 and sign and date the Certificate of Awaiting Taxpayer Identification Number, which appears in a separate box below the Substitute Form W-9. If “Applied For” is written in Part I and the depositary is not provided with a TIN by the time of payment, the depositary will withhold a portion of all payments of the purchase price until a TIN is provided to the depositary. If the depositary is provided with an incorrect TIN in connection with such payments, the stockholder may be subject to a $50.00 penalty imposed by the IRS.

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PAYER’S NAME: Wells Fargo Bank, N.A.

SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (TIN) Please fill in your name and address below Name Address (number and street) City, State, Zip Code	Part I: Taxpayer Identification Number— For all accounts, enter Taxpayer Identification Number in the box at right. (For most individuals, this is your social security number. If you do not have a number, see Obtaining a Number in the enclosed Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9 (the “Guidelines”). Certify by signing and dating below. Note: If the account is in more than one name, check in the enclosed Guidelines to determine which number to give the payer.	Social Security Number or Other Taxpayer Identification Number If awaiting TIN, write “Applied For”
Part II: For payees exempt from backup withholding, see enclosed Guidelines and complete as instructed therein.
Part III: Certification—Under penalties of perjury, I certify that: (1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U. S. person (as defined for United States federal income tax purposes). Certification Instructions—You must cross out item (2) in Part III above if you have been notified by the IRS that you are subject to backup withholding because you have failed to report all interest or dividends on your tax return. However, if, after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also see instructions in the enclosed Guidelines.)
The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. Signature:                                                                                             Date:

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.

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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING (OR WILL SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that until I provide a taxpayer identification number by the time of payment, a portion of all reportable payments made to me thereafter may be withheld until I provide a number.

Signature:                                                                    Date:                                                                             

THE LETTER OF TRANSMITTAL, CERTIFICATES FOR SHARES AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH STOCKHOLDER OF THE COMPANY OR SUCH STOCKHOLDER’S BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH ON THE FIRST PAGE.

Questions and requests for assistance or for additional copies of the Offer to Purchase, the letter of transmittal, the notice of guaranteed delivery and other tender offer materials may be directed to the information agent at its telephone numbers and location listed below, and will be furnished promptly at Purchaser’s expense. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

Morrow & Co., Inc.

You may obtain information regarding the Offer

from the information agent as follows:

445 Park Avenue, 5th Floor

New York, New York 10022

(212) 754-8000

Banks and Brokerage Firms, Please Call: (800) 654-2468

Stockholders Call Toll Free: (800) 607-0088

E-mail: ITN.info@morrowco.com

The Dealer Manager in the United States for the Offer is:

Banc of America Securities LLC

9 West 57^th Street

New York, New York 10019

(212) 583-8537 (Call Collect)

(888) 583-8900, Ext. 8537 (Call Toll Free)

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EX-99.A1C

EXHIBIT (a)(1)(C)

NOTICE OF GUARANTEED DELIVERY FOR

TENDER OF SHARES OF COMMON STOCK

OF

INTERTAN, INC.

TO

WINSTON ACQUISITION CORP.

A WHOLLY OWNED SUBSIDIARY OF

CIRCUIT CITY STORES, INC.

(Not to be used for signature guarantees)

The Offer and withdrawal rights will expire at 11:59 p.m., New York City time,

on Tuesday, May 11, 2004, unless the Offer is extended.

This notice of guaranteed delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) if certificates for Shares (as defined below) are not immediately available, if the procedure for book-entry transfer cannot be completed on a timely basis, or if time will not permit all required documents to reach Wells Fargo Bank, N.A., the depositary for the Offer, on or prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase). This form may be delivered by hand, transmitted by facsimile or mailed to the depositary for the Offer. See Section 3 of the Offer to Purchase.

The Depositary for the Offer is:

Wells Fargo Bank, N.A.

By Mail	By Hand or Overnight Delivery
Wells Fargo Bank, N.A. Shareowner Services Corporate Actions Department P.O. Box 64858 St. Paul, Minnesota 55164-0858	Wells Fargo Bank, N.A. Shareowner Services Corporate Actions Department 161 North Concord Exchange South St. Paul, Minnesota 55075

By Facsimile Transmission: (for Eligible Institutions only) 651-450-2452 Confirm Facsimile by Telephone: 651-450-4110

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN ONE SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN THE FACSIMILE NUMBER SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

THIS NOTICE OF GUARANTEED DELIVERY TO THE DEPOSITARY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” (AS DEFINED IN THE OFFER TO PURCHASE) UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

The Eligible Institution that completes this form must communicate this guarantee to the depositary and must deliver the letter of transmittal or an agent’s message (as defined in the Offer to Purchase) and certificates for Shares to the depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

(The guarantee on the reverse side must be completed)

Ladies and Gentlemen:

The undersigned hereby tenders to Winston Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Circuit City Stores, Inc., a Virginia corporation, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 13, 2004 (the “Offer to Purchase”) and the related letter of transmittal (which, together with any amendments or supplements thereto, constitute the “Offer”), receipt of which is hereby acknowledged, the number of shares of common stock, par value $1.00 per share (the “Shares”), of InterTAN, Inc., a Delaware corporation (the “Company”), set forth below, pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase.

Number of Shares Tendered:                                                                                                                                                                      

Certificate No.(s) (if available):                                                                                                                                                               

Name(s) of Record Holder(s):                                                                                                                                                                    

(please print)

Address(es):                                                                                                                                                                                                     

(Zip Code)            

(Zip Code)            

¨ Check if securities will be tendered by book-entry transfer.

Area Code and Telephone No(s):                                                                                                                                                             

Signature(s)

Name of Tendering Institution:                                                                                                                                                                

Account No.:                                                                                                                                                                                                   

Dated:                                                            , 2004

2

MEDALLION GUARANTEE

(Not to be used for signature guarantee)

The undersigned, a firm that is a participant in the Securities Transfer Agents Medallion Program, or an “eligible guarantor institution” (as such term is defined in Rule l7Ad-15 under the Securities Exchange Act of 1934, as amended), hereby guarantees the delivery to the depositary of either the certificates evidencing all tendered Shares, in proper form for transfer, or the Shares pursuant to the procedure for book-entry transfer into the depositary’s account at The Depository Trust Company, which is the book-entry transfer facility for this Offer, in either case, together with the letter of transmittal (or a facsimile thereof) properly completed and duly executed, with any required signature guarantees or an agent’s message (as defined in the Offer to Purchase) in the case of a book-entry delivery, and any other required documents, all within three New York Stock Exchange trading days after the date hereof.

Name of Firm:                                                                                        

(Authorized Signature)

Address:                                                                                                   

(Zip Code)

Title:                                                                                                          

Name:                                                                                                       

(Please type or print)

Area Code and Tel. No:                                                                    

Dated:                                                                                           , 2004

NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

3

EX-99.A1D

EXHIBIT (a)(1)(D)

INSTRUCTIONS WITH RESPECT TO THE

OFFER TO PURCHASE FOR CASH

ALL OUTSTANDING SHARES OF COMMON STOCK

OF

INTERTAN, INC.

AT

$14.00 NET PER SHARE

BY

WINSTON ACQUISITION CORP.

A WHOLLY OWNED SUBSIDIARY OF

CIRCUIT CITY STORES, INC.

The Offer and withdrawal rights will expire at 11:59 p.m., New York City time,

on Tuesday, May 11, 2004, unless the offer is extended.

April 13, 2004

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

Reference is made to an offer by Winston Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Circuit City Stores, Inc., a Virginia corporation (“Circuit City”), to purchase all outstanding shares of common stock, par value $1.00 per share (the “Shares”), of InterTAN, Inc., a Delaware corporation (the “Company”), at a purchase price of $14.00 per Share, net to the seller in cash (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 13, 2004 (the “Offer to Purchase”) and the related letter of transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”) enclosed herewith.

The Offer is conditioned upon, among other things, (1) there being validly tendered and not withdrawn prior to the expiration of the Offer a number of Shares that, together with any other Shares then beneficially owned by Circuit City or Purchaser or any of their subsidiaries, represents at least a majority of the then issued and outstanding Shares on a fully diluted basis, and (2) any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, relating to the Offer and Merger having expired or been terminated and all other material consents, approvals or authorizations required to be obtained prior to the consummation of the Offer and the Merger from any governmental or regulatory authority having been made or obtained. See Section 15 of the Offer to Purchase for additional conditions to the Offer.

Please furnish copies of the enclosed materials listed below to those of your clients for whose accounts you hold Shares registered in your name or in the name of your nominee:

1. Offer to Purchase, dated April 13, 2004;

2. Letter of transmittal for your use in accepting the Offer and tendering Shares and for the information of your clients;

3. Notice of guaranteed delivery to be used to accept the Offer if certificates for Shares are not immediately available or if such certificates and all other required documents cannot be delivered to Wells Fargo Bank, N.A., the depositary for the Offer, prior to the expiration of the Offer, or if the procedures for book-entry transfer cannot be completed on a timely basis;

4. A printed form of letter that may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer;

5. The Company’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission by the Company; and

6. Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9.

The board of directors of the Company unanimously (i) determined that the terms of the Offer and the Merger are fair to and in the best interests of the stockholders of the Company, (ii) approved the Acquisition Agreement (as defined below) and each of the transactions contemplated by the Acquisition Agreement, including the Offer and the Merger (as defined below) and (iii) recommends that the Company’s stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer.

The Offer is being made pursuant to an Acquisition Agreement and Agreement and Plan of Merger, dated as of March 30, 2004 (the “Acquisition Agreement”), by and among Circuit City, Purchaser and the Company. The Acquisition Agreement provides, among other things, that after the consummation of the Offer and subject to certain conditions, Purchaser will be merged with and into the Company (the “Merger”) following the satisfaction or waiver of the conditions to the Merger set forth in the Acquisition Agreement. Following the Merger, the Company will continue as the surviving corporation, wholly owned by Circuit City, and the separate corporate existence of Purchaser will cease.

In order to take advantage of the Offer, (i) a duly executed and properly completed letter of transmittal and any required signature guarantees, or an agent’s message (as defined in the Offer to Purchase) in connection with a book-entry delivery of Shares, and other required documents should be sent to the depositary and (ii) certificates representing the tendered Shares should be delivered to the depositary, or such Shares should be tendered by book-entry transfer into the depositary’s account maintained at the book-entry transfer facility (as described in the Offer to Purchase), all in accordance with the instructions set forth in the letter of transmittal and the Offer to Purchase.

Holders of Shares whose certificates for such Shares are not immediately available, who cannot complete the procedures for book-entry transfer on a timely basis, or who cannot deliver all other required documents to the depositary prior to the Expiration Date (as defined in the Offer to Purchase) must tender their Shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase.

Purchaser will not pay any fees or commissions to any broker or dealer or other person, other than the depositary, the information agent and the dealer manager (as described in the Offer to Purchase), for soliciting tenders of Shares pursuant to the Offer. Purchaser will, however, upon request, reimburse you for customary mailing and handling costs incurred by you in forwarding the enclosed materials to your clients. Purchaser will pay or cause to be paid all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, except as otherwise provided in Instruction 6 of the letter of transmittal.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON TUESDAY, MAY 11, 2004, UNLESS THE OFFER IS EXTENDED.

Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the information agent at the addresses and telephone numbers set forth on the back cover of the Offer to Purchase.

Very truly yours,

Circuit City Stores, Inc.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF CIRCUIT CITY, THE PURCHASER, THE COMPANY, THE DEALER MANAGER, THE INFORMATION AGENT, THE DEPOSITARY OR ANY AFFILIATE OF ANY OF THE FOREGOING OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

EX-99.A1E

EXHIBIT (a)(1)(E)

INSTRUCTIONS WITH RESPECT TO THE

OFFER TO PURCHASE FOR CASH

ALL OUTSTANDING SHARES OF COMMON STOCK

OF

INTERTAN, INC.

AT

$14.00 NET PER SHARE

BY

WINSTON ACQUISITION CORP.

A WHOLLY OWNED SUBSIDIARY OF

CIRCUIT CITY STORES, INC.

The Offer and withdrawal rights will expire at 11:59 p.m., New York City time,

on Tuesday, May 11, 2004, unless the offer is extended.

April 13, 2004

To Our Clients:

Enclosed for your consideration is the Offer to Purchase, dated April 13, 2004 (the “Offer to Purchase”) and a related letter of transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”) in connection with the offer by Winston Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Circuit City Stores, Inc., a Virginia corporation (“Circuit City”), to purchase all outstanding shares of common stock, par value $1.00 per share (the “Shares”), of InterTAN, Inc., a Delaware corporation (the “Company”), at a purchase price of $14.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the letter of transmittal enclosed herewith.

We or our nominees are the holder of record of Shares for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The enclosed letter of transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer to Purchase. Your attention is invited to the following:

1. The Offer Price is $14.00 per Share, net to you in cash without interest thereon.

2. The Offer is being made for all issued and outstanding Shares.

3. The Offer is being made pursuant to an Acquisition Agreement and Agreement and Plan of Merger, dated as of March 30, 2004 (the “Acquisition Agreement”), by and among Circuit City, Purchaser and the Company. The Acquisition Agreement provides, among other things, that, after the consummation of the Offer and subject to certain conditions, Purchaser will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation, wholly owned by Circuit City, and the separate corporate existence of Purchaser will cease. At the effective time of the Merger (the “Effective Time”), each Share issued and outstanding immediately before the Effective Time (other than Shares held by the Company as treasury stock, owned by any Company subsidiary or owned by Circuit City, Purchaser or any of Circuit City’s other wholly owned subsidiaries, all of which will be cancelled and retired and cease to exist, and other Shares that are held by stockholders, if any, who properly exercise their dissenters’ rights under the Delaware General Corporation Law) will be converted into the same price per share, in cash, without interest, as paid pursuant to the Offer.

4. The Board of Directors of the Company unanimously (i) determined that the terms of the Offer and the Merger are fair to and in the best interests of the stockholders of the Company, (ii) approved the Acquisition Agreement and each of the transactions contemplated by the Acquisition Agreement, including the Offer and the Merger and (iii) recommends that the Company’s stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer.

5. The Offer and withdrawal rights will expire at 11:59 p.m., New York City time, on Tuesday, May 11, 2004 (the “Expiration Date”), unless the Offer is extended.

6. Any stock transfer taxes applicable to the sale of Shares to Purchaser pursuant to the Offer will be paid by Purchaser, except as otherwise provided in the letter of transmittal.

The Offer is conditioned upon, among other things, (1) there being validly tendered and not withdrawn prior to the Expiration Date a number of Shares that, together with any other Shares then beneficially owned by Circuit City or Purchaser or any of their subsidiaries, represents at least a majority of the then issued and outstanding Shares on a fully diluted basis, and (2) the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, relating to the Offer and the Merger having expired or been terminated and all material consents, approvals or authorizations required to be obtained prior to the consummation of the Offer and the Merger from any governmental or regulatory authority having been made or obtained. See Section 15 of the Offer to Purchase for additional conditions to the Offer.

The Offer is made solely by the Offer to Purchase and the related letter of transmittal and is being made to all holders of Shares. Purchaser is not aware of any state where the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of Shares pursuant thereto, Purchaser shall make a good faith effort to comply with such state statute or seek to have such statute declared inapplicable to the Offer. If, after such good faith effort, Purchaser cannot comply with such state statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of) holders of Shares in such state. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Purchaser by Banc of America Securities LLC in its capacity as dealer manager in the United States for the Offer or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing and returning to us the instruction form contained in this letter. An envelope to return your instructions to us is also enclosed. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified in this letter. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf prior to the Expiration Date.

2

INSTRUCTIONS WITH RESPECT TO THE

OFFER TO PURCHASE FOR CASH

ALL OUTSTANDING SHARES OF COMMON STOCK

OF

INTERTAN, INC.

AT

$14.00 NET PER SHARE

BY

WINSTON ACQUISITION CORP.

A WHOLLY OWNED SUBSIDIARY OF

CIRCUIT CITY STORES, INC.

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase dated Tuesday, April 13, 2004 and the related letter of transmittal in connection with the offer by Winston Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Circuit City Stores, Inc., a Virginia corporation, to purchase all outstanding shares of common stock, par value $1.00 per share (the “Shares”), of InterTAN, Inc., a Delaware corporation, at a purchase price of $14.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related letter of transmittal.

This will instruct you to tender to Purchaser the number of Shares indicated below (or, if no number is indicated below, all Shares) that are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related letter of transmittal.

Account No.:	Shares* Number of Shares to Be Tendered
Signature(s)
Print Name(s) and Address(es)
Area Code and Telephone Number(s)
Taxpayer Identification or Social Security Number(s)

Dated:                                                            , 2004

* Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered.

EX-99.A1F

EXHIBIT (a)(1)(F)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER (TIN) ON SUBSTITUTE FORM W-9

(Section references are to the Internal Revenue Code of 1986, as amended)

Resident Aliens

If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (“ITIN”). Enter it on the portion of the Form W-9 or substitute Form W-9 where the SSN would be entered. If you do not have an ITIN, see “Obtaining a Number” below.

Name

If you are an individual, you must generally provide the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage, without informing the Social Security Administration of the name change, please enter your first name, the last name shown on your social security card, and your new last name.

Obtaining a Number

If you do not have a taxpayer identification number (“TIN”), either because you are an individual and you do not have a social security number, or you are an entity, and you do not have an employee identification number, apply for one immediately. To apply for an SSN, obtain Form SS-5, Application for a Social Security Card Number, from your local office of the Social Security Administration. To apply for an EIN, obtain Form SS-4, Application for Employer Identification Number, from the Internal Revenue Service (the “IRS”) by calling 1-800-829-4933 or visiting the IRS’s Internet web site at www.irs.gov. Resident aliens who are not eligible to get an SSN and need an ITIN should obtain Form W-7, Application for Individual Taxpayer Identification Number, from the IRS by calling 1-800-829-4933 or visiting the IRS’s Internet web site at www.irs.gov. If you do not have a TIN, write “Applied For” in the space for the TIN, sign and date the form, and give it to the payer. For interest and dividend payments and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a TIN and give it to the payer before you are subject to backup withholding on payments. Other payments are subject to backup withholding without regard to the 60-day rule until you provide your TIN.

Note: Writing “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Payees Exempt from Backup Withholding

Exempt payees described below should still file Form W-9 or substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TIN, WRITE “EXEMPT” ON THE FACE OF THE FORM AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

The following is a list of payees who may be exempt from backup withholding and for which no information reporting is required:

1. An organization exempt from tax under section 501(a), an individual retirement plan (“IRA”) or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).

2. The United States or any of its agencies or instrumentalities.

3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.

4. A foreign government or any of its political subdivisions, agencies or instrumentalities.

5. An international organization or any of its agencies or instrumentalities.

6. A corporation.

7. A foreign central bank of issue.

8. A dealer in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States.

9. A futures commission merchant registered with the Commodity Futures Trading Commission.

10. A real estate investment trust.

11. An entity registered at all times during the tax year under the Investment Company Act of 1940.

12. A common trust fund operated by a bank under section 584(a).

13. A financial institution.

14. A middleman known in the investment community as a nominee or listed in the most recent publication of the American Society of Corporate Secretaries, Inc. Nominee List.

15. A trust exempt from tax under section 664 or described in section 4947.

For interest and dividends, all listed payees are exempt except the payee in 9 above. For broker transactions, payees listed in items 1 through 13 and a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items 1 through 7, except the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding:

• Medical and health care payments;

• Attorneys’ fees; and

• Payments for services paid by a federal executive agency.

Payments Exempt from Backup Withholding

Payments of dividends and patronage dividends generally not subject to backup withholding include the following:

• Payments to nonresident aliens subject to withholding under section 1441;

• Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner; and

• Payments made by certain foreign organizations.

Payments of interest generally not subject to backup withholding include the following:

• Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding on interest of $600 or more paid in the course of the payer’s trade or business if you have not provided your correct TIN to the payer;

• Payments of tax-exempt interest (including exempt-interest dividends under section 852);

• Payments described in section 6049(b)(5) to nonresident aliens.;

• Payments on tax-free covenant bonds under section 1451;

• Payments made by certain foreign organizations; and

• Mortgage or student loan interest paid to you.

Payments that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 604lA, 6042, 6044, 6045, 6049, 6050A, and 6050N, and the regulations under those sections.

2

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the payer an appropriate completed Form W-8.

Privacy Act Notice. Section 6109 requires you to furnish your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation and to cities, states and the District of Columbia to carry out their tax laws. You must provide your TIN whether or not you are qualified to file a tax return. Payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not furnish a TIN to a payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish TIN. If you fail to furnish your correct TIN to a requester (the person asking you to furnish your TIN), you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding. If you made a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE IRS.

3

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER (TIN) ON SUBSTITUTE FORM W-9

(Section references are to the Internal Revenue Code of 1986, as amended)

Guidelines for Determining the Proper Identification Number to Give the Payer. A social security number (“SSN”) has nine digits separated by two hyphens: i.e., 000-00-0000. An employer identification number (“EIN”) has nine digits separated by one hyphen: i.e., 00-0000000. The table below will help you determine the number to give the payer.

If you are a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Treasury Regulations (S) 301.7701-3, enter the owner’s name and TIN. Enter the LLC’s name on the business name line. A disregarded entity that has a foreign owner must use the appropriate Form W-8.

For other entities, enter the business name as shown on required federal income tax documents. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade or “doing business as” name on the business name line.

For this type of account:	Give the SOCIAL SECURITY number of:
1. Individual	The individual
2. Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account (1)
3. Custodian account of a minor (Uniform Gift to Minors Act)	The minor (2)
4. (a) The usual revocable savings trust (grantor is also trustee)	The grantor-trustee (1)
(b) So-called trust account that is not a legal or valid trust under state law	The actual owner (1)
5. Sole proprietorship	The owner (3)

For this type of account:	Give the EMPLOYER IDENTIFICATION number of:
6. Sole proprietorship	The owner (3)
7. A valid trust, estate, or pension trust	The legal entity (4)
8. Corporate	The corporation
9. Association, club, religious, charitable, educational or other tax-exempt organization	The organization
10. Partnership	The partnership
11. A broker or registered nominee	The broker or nominee
12. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s SSN must be furnished.

(2) Circle the minor’s name and furnish the minor’s SSN.

(3) Show your individual name. You may also enter your business name. You may use either your SSN or EIN (if you have one). Using your EIN may, however, result in unnecessary notices to the requester of the Form W-9 or substitute Form W-9.

(4) List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title).

Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

4

EX-99.A5G

EXHIBIT (a)(5)(G)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase (as defined below), dated April 13, 2004, and the related letter of transmittal, and any amendments or supplements thereto, and is being made to all holders of Shares. The Offer, however, is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. In jurisdictions in the United States where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser by Banc of America Securities LLC or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

NOTICE OF OFFER TO PURCHASE FOR CASH

ALL OUTSTANDING SHARES OF COMMON STOCK

OF

INTERTAN, INC.

AT

$14.00 NET PER SHARE

BY

WINSTON ACQUISITION CORP.

A WHOLLY OWNED SUBSIDIARY OF

CIRCUIT CITY STORES, INC.

Winston Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Circuit City Stores, Inc., a Virginia corporation (“Circuit City”), is offering to purchase all of the outstanding shares of common stock, par value $1.00 per share (the “Shares”), of InterTAN, Inc., a Delaware corporation (“InterTAN”), at a purchase price of $14.00 per Share, net to the seller in cash (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 13, 2004 (the “Offer to Purchase”), and in the related letter of transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Tendering stockholders who have Shares registered in their names and who tender directly to Wells Fargo Bank, N.A., which is acting as the depositary for the Offer, will not be charged brokerage fees or commissions or, subject to Instruction 6 of the letter of transmittal, transfer taxes on the purchase of Shares under the Offer. Stockholders who hold their Shares through a broker or bank should consult that institution as to whether it charges any such fees or commissions. Circuit City or Purchaser will pay all charges and expenses of Banc of America Securities LLC, which is acting as the dealer manager for the Offer, the depositary and Morrow & Co., Inc., which is acting as information agent for the Offer, incurred in connection with the Offer.

The Offer and withdrawal rights will expire at 11:59 p.m., New York City time, on Tuesday, May 11, 2004, unless the Offer is extended.

The Offer is conditioned upon, among other things, (i) there being validly tendered and not withdrawn before the expiration of the Offer a number of Shares that, together with any other Shares then beneficially owned by Circuit City or Purchaser or any of their subsidiaries, represents at least a majority of the then issued and outstanding Shares on a fully diluted basis (the “Minimum Condition”), and (ii) the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), having expired or been terminated and all other material consents, approvals or authorizations required to be obtained before the consummation of the Offer from any governmental or regulatory authority having been made or obtained. The Offer is also subject to the satisfaction of certain other conditions described in Section 15 of the Offer to Purchase. The Offer is not contingent on any financing conditions.

The Offer is being made under the Acquisition Agreement and Agreement and Plan of Merger, dated as of March 30, 2004 (the “Acquisition Agreement”), by and among Circuit City, Purchaser and InterTAN. The Acquisition Agreement provides that, among other things, after the consummation of the Offer and subject to the satisfaction or waiver of the other conditions set forth in the Acquisition Agreement and in accordance with the relevant provisions of the Delaware General Corporation Law, as amended (the “DGCL”), Purchaser will be

merged with and into InterTAN (the “Merger”). After the Merger, InterTAN will continue as the surviving corporation (the “Surviving Corporation”) and will be a wholly owned subsidiary of Circuit City. At the effective time of the Merger, each Share that is then issued and outstanding (other than the Shares held by InterTAN as treasury stock, owned by any of InterTAN’s subsidiaries or owned by Circuit City, Purchaser or any other wholly owned subsidiary of Circuit City, all of which will be cancelled, and other than Shares that are held by stockholders, if any, who properly exercise their appraisal rights under the DGCL), will be converted into the right to receive $14.00 or any greater per Share price paid in the Offer in cash, without interest.

The Board of Directors of InterTAN unanimously (i) determined that the terms of the Offer and the Merger are fair to and in the best interests of the stockholders of InterTAN, (ii) approved the Acquisition Agreement and each of the transactions contemplated by the Acquisition Agreement, including the Offer and the Merger and (iii) recommends that InterTAN’s stockholders accept the Offer and tender their Shares to Purchaser under the Offer.

For purposes of the Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased, the Shares validly tendered and not properly withdrawn, if and when Purchaser gives oral or written notice to the depositary of Purchaser’s acceptance of such Shares. Payment for Shares so accepted will be made by deposit of the Offer Price with the depositary, which shall act as agent for tendering stockholders for the purpose of receiving payments from Purchaser and transmitting those payments to the tendering stockholders. Payment for any Shares tendered in the Offer will be made only after timely receipt by the depositary of (i) certificates for those Shares or confirmation of a book-entry transfer of those Shares into the depositary’s account at the book-entry transfer facility (as defined in the Offer to Purchase) under the procedures set forth in the Offer to Purchase, (ii) a properly completed and duly executed letter of transmittal, with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s message (as defined in the Offer to Purchase), and (iii) any other documents required by the letter of transmittal. Under no circumstances will interest be paid on the Offer Price for Shares tendered in the Offer, regardless of any extension of the Offer or any delay in making such payment.

The term “Expiration Date” means 11:59 p.m., New York City time, on Tuesday, May 11, 2004, unless Purchaser has extended the Offer, and then the term “Expiration Date” will mean the latest time and date at which the Offer, as so extended by Purchaser, will expire. Purchaser may, without the consent of InterTAN, (1) from time to time, extend the Offer if at the initial expiration date or the then current expiration date, as the case may be, any of the conditions to the Offer has not been satisfied or waived, until such time as such conditions are satisfied or waived and (2) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC, the staff thereof or any Canadian Securities Regulatory Authority applicable to the Offer; provided however that in either of the cases described in clauses (1) and (2), the expiration date may not be extended beyond September 30, 2004 without the consent of InterTAN. During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the right of a tendering stockholder to withdraw such Shares.

In the Acquisition Agreement, Circuit City and Purchaser have expressly reserved the right to modify the terms of the Offer, except that neither Circuit City nor Purchaser may, without the prior written consent of InterTAN, make any change to the Offer that (i) waives the Minimum Condition, (ii) decreases the Offer Price, (iii) changes the form of consideration payable in the Offer, (iv) decreases the number of Shares sought in the Offer, (v) increases the Minimum Condition, (vi) imposes additional conditions or modifies any of the conditions to the Offer in a manner materially adverse to the holders of the Shares, or (vii) except as otherwise described above, extends the Offer.

The Acquisition Agreement also provides that if all conditions to the Offer are satisfied or waived, and if the number of Shares that have been validly tendered and not withdrawn is less than 90% of the Shares then issued and outstanding on a fully diluted basis, Purchaser may elect, without the consent of InterTAN, to provide a subsequent offering period in accordance with Rule 14d-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). A subsequent offering period is an additional period of time ranging from three to twenty business days in length, beginning after Purchaser purchases Shares tendered in the Offer, during which period stockholders may tender, but not withdraw, their Shares and receive the Offer Price.

Any extension of the period during which the Offer is open, including any election to conduct a subsequent offering period, will be followed promptly by public announcement thereof, not later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

Except as otherwise provided in the Offer to Purchase, tenders of Shares made under the Offer are irrevocable, except that Shares tendered under the Offer may be withdrawn at any time before the Expiration Date and, unless theretofore accepted for payment by Purchaser under the Offer, may also be withdrawn at any time after June 12, 2004. For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the depositary at one of its addresses set forth on the back cover of the Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of those Shares, if different from the name of the person who tendered Shares. If certificates for Shares to be withdrawn have been delivered or otherwise identified to the depositary, then before the physical release of those certificates, the serial numbers shown on the certificates must be submitted to the depositary and the signature(s) on the notice of withdrawal must be guaranteed by an eligible institution (as defined in the Offer to Purchase), unless those Shares have been tendered for the account of an eligible institution. If Shares have been tendered under the procedures for book-entry transfer as described in the Offer to Purchase, the notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with withdrawn Shares. All questions as to the form and validity (including time of receipt) of a notice of withdrawal will be determined by Purchaser, in its reasonable discretion, and its determination will be final and binding on all parties. None of Circuit City, Purchaser, the dealer manager, the depositary, the information agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. If Purchaser elects to provide a subsequent offering period, Shares tendered in the subsequent offering period may not be withdrawn.

The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of the General Rules and Regulations under the Exchange Act is contained in the Offer to Purchase and is incorporated herein by reference.

InterTAN has provided to Purchaser its list of stockholders and security position listings for the purpose of transmitting the Offer to holders of the Shares. The Offer to Purchase, the letter of transmittal and other related tender offer materials are being mailed to record holders of Shares whose names appear on InterTAN’s stockholder list and will also be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholders list or, if applicable, who are listed as participants in a clearing agency’s security position listing.

The Offer to Purchase and the related letter of transmittal contain important information that should be read before any decision is made with respect to the Offer.

Any questions or requests for assistance may be directed to the information agent or the dealer manager as set forth below. Requests for copies of the Offer to Purchase, the letter of transmittal and other related tender offer materials may be directed to the information agent as set forth below, and copies will also be furnished promptly at Purchaser’s expense. No fees or commissions will be payable to brokers, dealers or other persons (other than the dealer manager and the information agent) for soliciting tenders of Shares under the Offer.

The Information Agent for the Offer is:

Morrow & Co., Inc.

You may obtain information regarding the Offer

from the information agent as follows:

445 Park Avenue, 5th Floor

New York, New York 10022

(212) 754-8000

Banks and Brokerage Firms, Please Call: (800) 654-2468

Stockholders Call Toll Free: (800) 607-0088

E-mail: ITN.info@morrowco.com

The Dealer Manager in the United States for the Offer is:

Banc of America Securities LLC

9 West 57th Street

New York, New York 10019

(212) 583-8537 (Call Collect)

(888) 583-8900, Ext. 8537 (Call Toll Free)

April 13, 2004

EX-99.A5H

EXHIBIT (a)(5)(H)

Circuit City Begins Tender Offer for InterTAN

Richmond, Va., April 13, 2004 – Circuit City Stores, Inc. (NYSE: CC) today commenced a cash offer to acquire all of the outstanding common shares of InterTAN, Inc. (NYSE: ITN) at a price of $14 per share, net to the seller in cash. The tender offer is scheduled to expire at 11:59 p.m., Eastern Daylight Time, on Tuesday, May 11, 2004, unless extended.

The complete terms and conditions of the offer are set forth in the offer to purchase, copies of which are available by contacting the information agent, Morrow & Co., Inc. Banks and brokers may call toll free at (800) 654-2468 and stockholders may call toll free at (800) 607-0088.

Circuit City announced on March 31 that the company had reached an agreement with InterTAN to acquire the consumer electronics retailer in a cash tender offer for $14 per InterTAN share, or approximately $284 million. Upon completion of the transaction, expected in the second calendar quarter of 2004, InterTAN would become a subsidiary of Circuit City.

Banc of America Securities LLC is the dealer manager in the United States for the offer and Wells Fargo Bank, N.A. is serving as the depositary for the offer.

About Circuit City

With headquarters in Richmond, Va., Circuit City Stores, Inc. puts the customer first with high-quality service and more than 5,000 consumer electronics products available in its stores and online at www.circuitcity.com. Top-quality, low-priced products; detailed product information and product specialists, who complete extensive online and in-store training programs, are all a part of Circuit City’s promise to provide superior consumer electronics solutions to its customers. Circuit City’s store revitalization program reflects the changing needs of consumer electronics shoppers; the stores are brighter and more open; the aisles are wider and virtually every product Circuit City sells is on the sales floor for easy customer access. Circuit City operates 600 Circuit City Superstores and five mall-based stores in 158 markets.

This press release is for informational purposes only. The solicitation of offers to buy InterTAN shares will only be made pursuant to the offer to purchase and related materials that Circuit City will file with the SEC and send to InterTAN stockholders.

Contact: Bill Cimino, Director of Corporate Communications, 804-418-8163,

Jessica Simmons, Investor Relations 804-527-4038, or

Virginia Watson, Investor Relations 804-527-4033

###

EX-99.D1

EXHIBIT (d)(1)

EXECUTION COPY

ACQUISITION AGREEMENT

AND AGREEMENT AND PLAN OF MERGER

by and among

CIRCUIT CITY STORES, INC.,

WINSTON ACQUISITION CORP.

and

INTERTAN, INC.

dated as of

March 30, 2004

TABLE OF CONTENTS

		Page
ARTICLE I	THE OFFER AND MERGER	2
Section 1.1.	The Offer	2
Section 1.2.	Company Actions	4
Section 1.3.	Directors	5
Section 1.4.	The Merger	7
Section 1.5.	Effective Time	7
Section 1.6.	Closing	7
Section 1.7.	Effects of the Merger	8
Section 1.8.	Subsequent Actions	8
Section 1.9.	Merger Without Meeting of Stockholders	8
Section 1.10.	Proxy Statement	9
ARTICLE II	CONVERSION OF SECURITIES	10
Section 2.1.	Conversion of Capital Stock	10
Section 2.2.	Exchange of Certificates	10
Section 2.3.	Dissenting Shares	12
Section 2.4.	Company Option Plans	13
ARTICLE III	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	15
Section 3.1.	Corporate Existence and Power	15
Section 3.2.	Corporate Authorization; Approvals	15
Section 3.3.	Governmental Authorization	16
Section 3.4.	Non-Contravention	16
Section 3.5.	Capitalization	17
Section 3.6.	Subsidiaries	18
Section 3.7.	Past SEC Documents	18
Section 3.8.	Financial Statements; Liabilities	19
Section 3.9.	Schedule 14D-9	19
Section 3.10.	Absence of Certain Changes	20
Section 3.11.	Litigation	20
Section 3.12.	Taxes	21
Section 3.13.	Compliance with Laws; Licenses, Permits and Registrations	22
Section 3.14.	Contracts	22
Section 3.15.	Employee Benefit Plans	22

i

TABLE OF CONTENTS

		Page
Section 3.16.	Transactions with Affiliates	24
Section 3.17.	Intellectual Property	24
Section 3.18.	Required Vote; Board Approval	24
Section 3.19.	Title to Properties; Encumbrances	25
Section 3.20.	Major Suppliers	25
Section 3.21.	Finders’ Fees; Opinion of Company Financial Advisor	26
Section 3.22.	Section 203 of the DGCL	26
Section 3.23.	Company Shareholder Rights Plan and Certificate of Incorporation	26
Section 3.24.	Rogers Wireless Waiver	26
Section 3.25.	Disclosure	27
ARTICLE IV	REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER	27
Section 4.1.	Corporate Existence and Power	27
Section 4.2.	Corporate Authorization; Approvals	27
Section 4.3.	Governmental Authorization	27
Section 4.4.	Non-contravention	28
Section 4.5.	Information in the Offer Documents	28
Section 4.6.	Financing	28
Section 4.7.	Purchaser’s Operations	29
Section 4.8.	Vote Required	29
Section 4.9.	Ownership of Company Common Shares	29
Section 4.10.	Finders’ Fees	29
ARTICLE V	COVENANTS	29
Section 5.1.	Interim Operations of the Company	29
Section 5.2.	HSR Act; Foreign Antitrust and Investment Review Laws	32
Section 5.3.	Acquisition Proposals	32
Section 5.4.	Certain Tax Matters	34
Section 5.5.	Subsidiary Owned Shares	35
ARTICLE VI	COVENANTS OF PARENT AND PURCHASER	35
Section 6.1.	Director and Officer Liability	35
Section 6.2.	Conduct of Purchaser	36

ii

TABLE OF CONTENTS

		Page
ARTICLE VII	COVENANTS OF PURCHASER AND COMPANY	36
Section 7.1.	Reasonable Best Efforts	36
Section 7.2.	Certain Filings; Cooperation in Receipt of Consents	36
Section 7.3.	Public Announcements	37
Section 7.4.	Access to Information	37
Section 7.5.	Notices of Certain Events	37
Section 7.6.	Transfer Taxes	38
ARTICLE VIII	CONDITIONS	38
Section 8.1.	Conditions to Each Party’s Obligation to Effect the Merger	38
ARTICLE IX	TERMINATION	39
Section 9.1.	Termination	39
Section 9.2.	Effect of Termination	41
Section 9.3.	Fees and Expenses	41
ARTICLE X	MISCELLANEOUS	43
Section 10.1.	Waivers and Amendments	43
Section 10.2.	Nonsurvival of Representations and Warranties	43
Section 10.3.	Notices	43
Section 10.4.	Interpretation	44
Section 10.5.	Counterparts	45
Section 10.6.	Entire Agreement; Third Party Beneficiaries	45
Section 10.7.	Severability	45
Section 10.8.	Governing Law	46
Section 10.9.	Assignment	46
Section 10.10.	Headings	46
Section 10.11.	Specific Performance	46

iii

Index of Defined Terms

Defined Terms	Section
Acquisition Proposal	5.3(a)(i)
affiliate(s)	10.4
Agreement	Preamble
business combination	3.22
Canadian Securities Regulatory Authorities	1.1(e)
Certificate of Merger	1.5
Certificates	2.2(b)
Closing	1.6
Closing Date	1.6
COBRA	3.15(b)
Code	3.12(b)
Company	Preamble
Company 10-Ks	3.8
Company Balance Sheet	3.8(b)(i)
Company Common Shares	Preamble
Company Common Stock	2.4(c)
Company Employee Plan	3.15(a)
Company Financial Advisor	3.21(a)
Company Intellectual Property	3.17(a)
Company Material Adverse Effect	3.1
Company Option Plans	2.4(a)
Company Options	2.4(a)
Company Policy	6.1(b)
Company Preferred Shares	3.5(a)
Company Required Governmental Consents	3.3
Company Returns	3.12(b)
Company Stockholder Approval	3.18(a)
Company Subsidiary	1.3(b)
Company Tender Recommendation	3.18
Company’s Knowledge	10.4
Confidentiality Agreements	10.6
Converted Option	2.4(c)
DGCL	Preamble
Dissenting Shares	2.3(a)
Effective Time	1.5
Employee Option Plans	2.4(a)
Environmental Laws	3.13(a)
ERISA	3.15(b)
Exchange Act	1.1(a)
Expiration Date	1.1(a)
Fully-Diluted Basis	1.1(a)
GAAP	3.8(a)
Governmental Entity	2.2(d)
HSR Act	3.3
Indemnified Parties	6.1(a)

i

Index of Defined Terms

Defined Terms	Section
Independent Directors	1.3(a)
Initial Expiration Date	1.1(a)
InterTAN Canada	2.4
Knowledge of the Company	10.4
Lien	3.4
Manulife	2.4(d)
Merger	1.4
Merger Consideration	2.1(c)
Minimum Condition	1.1(a)
NI 71-101	1.1(e)
NYSE	1.3(a)
Offer	Preamble
Offer Documents	1.1(e)
Offer Price	1.1(a)
Offer to Purchase	1.1(a)
Option Exchange Ratio	2.4
Outside Date	1.1(b)
Parent	Preamble
Parent Average Stock Price	2.4(c)
Parent Common Stock	2.4(c)
Parent Material Adverse Effect	4.1
Parent Required Governmental Consents	4.3
Parent Subsidiary	1.3(b)
Past SEC Documents	3.7
Paying Agent	2.2(a)
person	10.4
Post-Signing Returns	5.4(a)
Proxy Statement	1.10(a)(ii)
Purchaser	Preamble
Purchaser Common Stock	2.1
Real Property	3.19(a)
Real Property Leases	3.19(b)
Rights Agreement	Preamble
Run-off Policy	6.1(b)
S-4 Transactions	5.1
Schedule 14D-9	1.2(b)
Schedule TO	1.1(e)
SEC	1.1(e)
Securities Act	3.3
Share Purchase Date	1.3(a)
significant subsidiary	3.6(a)
SPP	2.4(d)
Subsequent Offering Period	1.1(c)
Subsidiary	1.3(b)
Subsidiary Owned Shares	3.5

ii

Index of Defined Terms

Defined Terms	Section
Superior Proposal	5.3(a)
Suppliers	3.20
Surviving Corporation	1.4
Tax	3.12(a)
Tax Returns	3.12(a)
Taxes	3.12(a)
Taxing Authority	3.12(a)
Tender Agreements	Preamble
Termination Fee	9.3(b)
Transactions	Preamble
Transfer Taxes	7.6
Triggering Person	9.1(d)(iv)
TSX	1.1(e)

iii

ACQUISITION AGREEMENT

AND AGREEMENT AND PLAN OF MERGER

ACQUISITION AGREEMENT AND AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 30, 2004, by and among Circuit City Stores, Inc., a Virginia corporation (“Parent”), Winston Acquisition Corp., a Delaware corporation and an indirect, wholly owned subsidiary of Parent (“Purchaser”), and InterTAN, Inc., a Delaware corporation (the “Company”).

A. This Agreement provides for Parent to acquire the Company by (i) causing Purchaser to make a tender offer (the “Offer”) for all issued and outstanding shares of common stock, par value $1.00 per share, of the Company (including the associated preferred stock purchase rights issued under the Rights Agreement, dated September 8, 1999, as amended (the “Rights Agreement”), between the Company and EquiServe Trust Company, N.A., as successor to BankBoston, N.A., as rights agent, the “Company Common Shares”) for $14.00 per share, net to the seller in cash, and (ii) as promptly as practicable after the closing of such tender offer, causing Purchaser to merge with and into the Company, with each then issued and outstanding Company Common Share being converted into the same amount of cash per share as paid in the tender offer, upon the terms and conditions set forth herein. Except for purposes of determining whether Parent and Purchaser have acquired 90% of the issued and outstanding Company Common Shares, references in this Agreement to “outstanding” Company Common Shares shall not include Company Common Shares that are owned by the Company as treasury stock or by any Company Subsidiary.

B. The boards of directors of Parent, Purchaser and the Company have each declared advisable and approved and adopted this Agreement and the Merger (as hereinafter defined) (this Agreement, the Offer, the Merger and each of the transactions contemplated hereby, the “Transactions”) following the Offer in accordance with the Virginia Stock Corporation Act, as amended, and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and upon the terms and subject to the conditions set forth herein.

C. The board of directors of the Company has determined that the consideration to be paid for each Company Common Share in the Offer and the Merger is fair to the holders of such Company Common Shares and has resolved to recommend that the holders of such Company Common Shares accept the Offer, tender their Company Common Shares under the Offer and approve and adopt this Agreement and the Merger, upon the terms and subject to the conditions set forth herein.

D. As a condition and inducement to Parent’s and Purchaser’s entering into this Agreement, certain stockholders of the Company, concurrently herewith, are each entering into a Tender Agreement (collectively, the “Tender Agreements”), dated as of the date hereof, with Parent and Purchaser, under which each such stockholder is agreeing, subject to the terms and conditions contained therein, to tender the Company Common Shares held by them in the Offer.

In consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and intending to be legally bound, the parties hereto agree as follows:

ARTICLE I

THE OFFER AND MERGER

Section 1.1. The Offer

(a) If this Agreement has not been terminated in accordance with Section 9.1 and none of the events set forth in Exhibit A hereto (excluding items (f) – (j) thereof) shall have occurred and be continuing, as promptly as practicable and in any event within ten business days after the date hereof, Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) an offer to purchase all Company Common Shares at a price of $14.00 per Company Common Share, net to the seller in cash (such price, or the highest price per Company Common Share paid in the Offer, the “Offer Price”). The obligations of Purchaser to accept for payment and to pay for Company Common Shares validly tendered under the Offer on or before the expiration of the Offer and not withdrawn shall be subject only to (i) there being validly tendered and not withdrawn before the final expiration of the Offer that number of Company Common Shares which, together with the Company Common Shares beneficially owned by Parent or Purchaser or any of their Subsidiaries, represents at least a majority of the Company Common Shares then issued and outstanding on a Fully-Diluted Basis (the “Minimum Condition”), and (ii) the other conditions set forth in Exhibit A hereto. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) containing the terms set forth in this Agreement, the Minimum Condition, and the other conditions set forth in Exhibit A hereto. “Fully-Diluted Basis” means, as of any date, the number of Company Common Shares issued and outstanding, together with the Company Common Shares that may be issued by the Company under warrants, options, rights or other obligations outstanding at that date whether or not vested or then exercisable. Unless extended in accordance with Section 1.1(b) and/or Section 1.1(c) below, the Offer shall expire 20 business days after the date of its commencement (the “Initial Expiration Date” and, as may be extended in accordance with Section 1.1(b) and/or Section 1.1(c) below, the “Expiration Date”).

(b) Purchaser expressly reserves the right to modify the terms of the Offer, except that, without the prior written consent of the Company (such consent to be authorized by the board of directors of the Company or a duly authorized committee thereof), Purchaser shall not (and Parent shall cause Purchaser not to) (i) waive the Minimum Condition, (ii) decrease the Offer Price, (iii) change the form of consideration payable in the Offer, (iv) decrease the number of Company Common Shares sought in the Offer, (v) increase the Minimum Condition or impose additional conditions or modify any of the conditions set forth in Exhibit A hereto in any manner materially adverse to the holders of Company Common Shares, or (vi) extend the Offer, except in accordance with Section 1.1(c) or the next sentence. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (x) from time to time, extend the Offer if at the Initial Expiration Date or the then current Expiration Date, as the case may be, any of the conditions to the Offer shall not be satisfied or waived, until such time as such conditions are

2

satisfied or waived; and (y) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC, the staff thereof or any Canadian Securities Regulatory Authority applicable to the Offer; provided however that in either of the cases described in clauses (x) and (y), the Expiration Date may not be so extended beyond September 30, 2004 (the “Outside Date”).

(c) As soon as practicable after the Expiration Date, assuming the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions of the Offer set forth in Exhibit A as contemplated hereby, Purchaser shall accept for payment and pay for all Company Common Shares which have been validly tendered and not withdrawn under the Offer. Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to purchase all Company Common Shares that Purchaser becomes obligated to purchase under the Offer, and shall be liable on a direct and primary basis for the performance by Purchaser of its obligations under this Agreement. If, on the Expiration Date, the Minimum Condition has been satisfied, and all other conditions to the Offer have been satisfied or waived, but less than 90% of the Company Common Shares then issued and outstanding on a Fully-Diluted Basis have been validly tendered and not withdrawn, Purchaser may extend the Offer for a further period of time, after it has accepted and paid for (in accordance with the first sentence of this Section) all of the Company Common Shares tendered in the initial offer period, by means of a subsequent offering period (a “Subsequent Offering Period”) of at least three but no more than 20 business days in accordance with Rule 14d-11 under the Exchange Act to meet the objective that there be tendered before the Expiration Date (as so extended) and not withdrawn a number of Company Common Shares which, together with the Company Common Shares beneficially owned by Parent, Purchaser and their respective Subsidiaries, represents at least 90% of the then issued and outstanding Company Common Shares on a Fully-Diluted Basis. During the Subsequent Offering Period, Purchaser shall immediately accept for payment and promptly pay for all Company Common Shares as they are tendered under the Offer in accordance with Rule 14d-11 under the Exchange Act.

(d) If this Agreement has been terminated under Section 9.1, Purchaser shall, and Parent shall cause Purchaser to, promptly terminate the Offer without accepting any Company Common Shares for payment.

(e) As soon as practicable on the date the Offer is commenced, Parent and Purchaser shall file with the United States Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the “Schedule TO”). The Schedule TO shall also be filed: (i) with the Canadian securities regulatory authorities in each Province and Territory of Canada where holders of Company Common Shares are resident (collectively, the “Canadian Securities Regulatory Authorities”), together with such amendments, additions, legends, certificates and other requirements as are set forth in Part 12 (Bids for Securities of U.S. Issuers) of National Instrument 71-101 – The Multijurisdictional Disclosure System (“NI 71-101”), including the requirement to file a French language translation of the Schedule TO with l’Autorité des marchés financiers in the Province of Quebec contemporaneously with the filing of the Schedule TO with the SEC (or to obtain relief therefrom) ; and (ii) by the Company, in duplicate with the Advisory Affairs Division of the Toronto Stock Exchange (the “TSX”) either concurrently with the sending of the Schedule TO to holders of Company Common Shares or as

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quickly as possible thereafter. The Schedule TO will include or incorporate by reference the summary term sheet required thereby and, as exhibits, the Offer to Purchase, a form of letter of transmittal and summary advertisement and all other ancillary offer documents required to be filed therewith (collectively, together with any amendments and supplements thereto, the “Offer Documents”). Parent and Purchaser further agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and the Canadian Securities Regulatory Authorities and to be disseminated to holders of Company Common Shares, in each case as and to the extent required by applicable United States federal securities laws and applicable Canadian securities laws, and as contemplated hereby, as determined by Parent in its sole discretion. Each of Parent, Purchaser and the Company shall promptly correct any information provided by it or on its behalf for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect and Purchaser shall take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and the Canadian Securities Regulatory Authorities and to be disseminated to holders of Company Common Shares, in each case as and to the extent required by applicable United States federal securities laws and applicable Canadian securities laws, as determined by Parent in its sole discretion. The Company and its counsel shall be given the opportunity to review and comment on the Offer Documents and any amendments thereto before the filing thereof with the SEC. In conducting the Offer, Parent and Purchaser shall comply in all material respects with the provisions of the Exchange Act, applicable Canadian securities laws and any other applicable law. In addition, Parent and Purchaser agree to provide to the Company and its counsel, in writing, any comments, whether written or oral, that Parent, Purchaser or their counsel may receive from time to time from the SEC or its staff or any of the Canadian Securities Regulatory Authorities with respect to the Offer Documents promptly after the receipt of such comments, and any responses thereto.

Section 1.2. Company Actions

(a) [Intentionally omitted]

(b) As promptly as practicable on the date of commencement of the Offer, the Company shall file: (i) with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto and including the exhibits thereto, the “Schedule 14D-9”) which shall contain the Company Tender Recommendation; and (ii) with the Canadian Securities Regulatory Authorities, the Schedule 14D-9 (which shall contain the Company Tender Recommendation) together with such legends, certificates and other requirements as may be set forth in Part 12 of NI 71-101, including the requirement to file a French language translation of the Schedule 14D-9 with l’Autorité des marchés financiers in the Province of Quebec (or to obtain relief therefrom); and (iii) the Schedule 14D-9, in duplicate, with the Advisory Affairs Division of the TSX; provided that the Company Tender Recommendation need not be made or, if previously made, may be withdrawn, modified or amended to the extent that the board of directors of the Company shall have determined, reasonably and in good faith, consistent with the advice of its legal counsel, that it is advisable to take such action or omit from taking such action in order to discharge properly the fiduciary duties of the Company’s directors under applicable law (it being agreed and understood by the parties that any withdrawal, modification or amendment of the recommendation of the Company’s board of directors shall not alter the approval by the Company’s board of directors of

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this Agreement and the Transactions for purposes of Section 203 of the DGCL, Article Eighth of the Company’s certificate of incorporation, or the amendment of the Rights Agreement so that the Rights Agreement does not apply to the Transactions). The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and the Canadian Securities Regulatory Authorities and to be disseminated to holders of Company Common Shares, together with the Offer Documents, in each case as and to the extent required by applicable United States federal securities laws and applicable Canadian securities laws. Each of the Company, Parent and Purchaser shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall further take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and the Canadian Securities Regulatory Authorities and to be disseminated to holders of the Company Common Shares, in each case as and to the extent required by applicable United States federal securities laws and applicable Canadian securities laws. Parent, Purchaser and their counsel shall be given an opportunity to review and comment on the Schedule 14D-9 and any amendment thereto before it is filed with the SEC and the Canadian Securities Regulatory Authorities. In addition, the Company shall provide Parent, Purchaser and their counsel in writing with any comments, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff or from Canadian Securities Regulatory Authorities with respect to the Schedule 14D-9 promptly after the receipt of such comments, and any responses thereto.

(c) In connection with the Offer, the Company shall as promptly as practicable furnish or cause to be furnished to Purchaser mailing labels, security position listings and any available listing or computer file containing the names and addresses of the record holders of the Company Common Shares as of a recent date, and shall furnish Purchaser with such information and assistance as Purchaser or its agents may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of the Company Common Shares. The Company shall also promptly furnish or cause to be furnished to Purchaser such information and assistance as Purchaser or its agents may reasonably request for the purpose of determining the number of Company Common Shares held by record and beneficial holders in each Province and Territory of Canada.

Section 1.3. Directors

(a) Promptly upon the purchase of and payment for Company Common Shares by Parent or any of its Subsidiaries representing at least a majority of the issued and outstanding Company Common Shares (the “Share Purchase Date”) and before the Effective Time, upon Parent’s request, the Company shall use its reasonable best efforts to (i) increase the size of the board of directors of the Company to seven, (ii) secure resignations from all current directors, other than three current directors meeting the independence requirements of the New York Stock Exchange (“NYSE”) and of Rule 10A-3 under the Exchange Act, as shall be designated by the board of directors of the Company before the Share Purchase Date (the “Independent Directors”), and any other current director who may be designated by Parent, and (iii) cause a number of persons (the identity of whom shall be designated by Parent) equal to the aggregate vacancies so created to be elected to fill the vacancies so created. The Company shall, upon request of Parent, use its reasonable best efforts promptly to secure the resignations of such

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number of its incumbent directors as is necessary to enable Parent’s designees to be so elected or appointed to the Company’s board of directors (and to the extent the Company is not successful in securing all of such resignations, increase the size of the board of directors of the Company to enable Parent to designate at least a majority of the total number of directors of the Company), and shall use its reasonable best efforts to cause Parent’s designees to be so elected or appointed at such time. The Company’s obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required under such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a) (subject to Parent’s timely notification to the Company of such information as is necessary to fulfill such obligations), including mailing to stockholders (together with the Schedule 14D-9 or Schedule TO if Parent has then provided the necessary information) the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent’s designees to be elected or appointed to the Company’s board of directors. Parent or Purchaser will supply the Company in writing and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights which Purchaser, Parent or any of their affiliates may have as a holder or beneficial owner of Company Common Shares as a matter of law with respect to the election of directors of the Company or otherwise.

(b) If any Independent Director ceases to be a director for any reason whatsoever, the remaining Independent Directors (or Independent Director, if there is only one remaining) shall be entitled to designate any other person(s) who shall be independent to fill such vacancies and such person(s) shall be deemed to be Independent Director(s) for purposes of this Agreement (provided that the remaining Independent Directors shall fill such vacancies as soon as practicable, but in any event within five business days, and further provided that if no such Independent Director is appointed in such time period, Parent shall designate such Independent Director(s)). Notwithstanding anything in this Agreement to the contrary, after the reconstitution of the board of directors following the Share Purchase Date and before the Effective Time, the affirmative vote of a majority of the Independent Directors shall be sufficient to exercise or waive any of the Company’s rights, benefits or remedies hereunder (other than the right to terminate this Agreement); provided, that the Independent Directors shall not have the power to take any action that would prevent the Merger from taking place; and provided further that the affirmative vote of the full board of directors of the Company, including a majority of the Independent Directors, shall be required to authorize the Company to take any action under or in connection with this Agreement that could reasonably be expected to adversely affect the holders of Company Common Shares other than Parent and Purchaser. The Independent Directors shall have the authority to retain such counsel and other advisors at the expense of the Company as may be determined appropriate by a majority of the Independent Directors. In addition, the Independent Directors shall have the authority to institute any action, on behalf of the Company, to enforce performance of this Agreement.

For purposes of this Agreement, “Subsidiary” means, with respect to any person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors thereof is at the time owned or controlled, directly or indirectly, by that person or one or more of the other

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Subsidiaries of that person or a combination thereof or (ii) if a limited liability company, partnership, association, or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that person or one or more Subsidiaries of that person or a combination thereof. For purposes hereof, a person or persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity if such person or persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any general partner of such partnership or own or control a majority of the voting interests of the equity ownership of the limited liability company, association or other business entity. “Parent Subsidiary” means a Subsidiary of Parent and “Company Subsidiary” means a Subsidiary of the Company.

Section 1.4. The Merger

Subject to the terms and conditions of this Agreement, at the Effective Time, the Company and Purchaser shall consummate a merger (the “Merger”) under which (i) Purchaser shall be merged with and into the Company and the separate corporate existence of Purchaser shall thereupon cease, (ii) the Company shall be the successor or surviving corporation in the Merger and shall continue to be governed by the laws of the State of Delaware, and (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth in Section 1.7 below and the DGCL.

Section 1.5. Effective Time

Parent, Purchaser and the Company shall cause (i) a certificate of merger or (ii) a certificate of ownership and merger as contemplated hereby (in either such case, the “Certificate of Merger”) to be executed and filed on the date of the Closing (as defined in Section 1.6 hereof) with the Secretary of State of the State of Delaware as provided in the DGCL. The Merger shall become effective on the date and at the time when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or such later time as is agreed upon by the parties and specified in the Certificate of Merger (the “Effective Time”) provided that the Effective Time shall not be before the Share Purchase Date.

Section 1.6. Closing

Subject to Section 1.9, the closing of the Merger (the “Closing”) will take place at 10:00 a.m., local time in Richmond, Virginia, on a date that shall be no later than the third business day after satisfaction or waiver of all of the conditions (other than conditions with respect to actions the respective parties are to take at the Closing) set forth in Article VIII hereof (the “Closing Date”), at the offices of McGuireWoods LLP, One James Center, 901 East Cary Street, Richmond, Virginia, unless another date or place is agreed to in writing by the parties hereto.

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Section 1.7. Effects of the Merger

(a) At the Effective Time, the certificate of incorporation of the Company shall be amended and restated to read in its entirety as the certificate of incorporation of Purchaser, as in effect at the Effective Time; provided however, that Article First of the certificate of incorporation of the Surviving Corporation shall be amended to read in its entirety as follows:

“FIRST: The name of the Corporation (hereinafter referred to as the “Corporation”) is InterTAN, Inc.”

and as so amended shall be the certificate of incorporation of the Surviving Corporation.

(b) At the Effective Time, the bylaws of Purchaser, as in effect immediately before the Effective Time, shall be the bylaws of the Surviving Corporation, except as to the name of the Surviving Corporation, until thereafter amended in accordance with applicable law.

(c) From and after the Effective Time, the directors of Purchaser at the Effective Time shall be the directors of the Surviving Corporation, and the officers of Purchaser at the Effective Time shall be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.

Section 1.8. Subsequent Actions

If at any time after the Effective Time the Surviving Corporation will consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Purchaser, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

Section 1.9. Merger Without Meeting of Stockholders

If Purchaser acquires, under the Offer or otherwise, at least 90% of the then issued and outstanding Company Common Shares, then Purchaser shall take, or cause to be taken, as soon as practicable (but not before the sixth business day following the Share Purchase Date) all necessary and appropriate action to cause the Merger to become effective, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

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Section 1.10. Proxy Statement

(a) If after the consummation of the Offer and the Subsequent Offering Period, if any, the Merger cannot be consummated in accordance with Section 253 of the DGCL under Section 1.9, the Company, acting through its board of directors, shall, in accordance with applicable law,

(i) seek Company Stockholder Approval (as hereinafter defined) by duly calling, giving notice of, convening and holding a special meeting of its stockholders in accordance with Section 251(c) of the DGCL; and

(ii) promptly prepare in accordance with the rules and regulations of the SEC and file with the SEC and, if required by applicable Canadian securities laws, file with the Canadian Securities Regulatory Authorities a proxy statement relating to the Merger and this Agreement (the “Proxy Statement”), obtain and furnish the information required to be included by the SEC in a proxy statement, include in the Proxy Statement the recommendation of the board of directors of the Company that stockholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and cause the Proxy Statement, including any amendments and supplements thereto, to be mailed at the earliest practicable date to its stockholders.

(b) Each of Parent and Purchaser shall vote, or cause to be voted, all of the Company Common Shares acquired by it under the Offer and otherwise then owned by it and its Subsidiaries in favor of the approval of the Merger and the adoption of this Agreement.

(c) The Proxy Statement shall not be filed with the SEC or the Canadian Securities Regulatory Authorities or mailed to stockholders of the Company and no amendment or supplement to the Proxy Statement will be made by the Company without providing Parent with the opportunity to review and comment thereon. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments of the SEC thereon and responses thereto or requests by the SEC for additional information. If at any time before the Effective Time, the Company or Parent discovers any information relating to either party, or any of their respective affiliates, officers or directors, that should be set forth in an amendment or supplement to the Proxy Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and the parties shall jointly prepare an appropriate amendment or supplement describing such information which shall be promptly filed with the SEC and, if required by applicable Canadian securities laws, with the Canadian Securities Regulatory Authorities and, to the extent required by applicable United Stated federal securities laws, disseminated to the stockholders of the Company.

(d) Each of Parent and Purchaser shall promptly furnish or cause to be furnished to the Company such information and assistance as the Company and its agents may reasonably request for the purpose of preparing the Proxy Statement.

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ARTICLE II

CONVERSION OF SECURITIES

Section 2.1. Conversion of Capital Stock

As of the Effective Time, by virtue of the Merger and without any action on the part of the holders of any Company Common Shares or shares of common stock of Purchaser (the “Purchaser Common Stock”):

(a) Purchaser Common Stock. Each issued and outstanding share of Purchaser Common Stock shall be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation.

(b) Cancellation of Treasury Stock and Parent Stock. All Company Common Shares that are owned by the Company as treasury stock or by any Company Subsidiary and any Company Common Shares owned by Parent, Purchaser or any other wholly owned Subsidiary of Parent shall automatically be cancelled and retired and shall cease to exist and no consideration shall be delivered or deliverable in exchange therefor.

(c) Conversion of Shares. Each issued and outstanding Company Common Share (other than shares to be cancelled in accordance with Section 2.1(b) hereof and Dissenting Shares (as defined in section 2.3 hereof)) shall be converted automatically into the right to receive the Offer Price, payable to the holder thereof in cash, without interest (the “Merger Consideration”). From and after the Effective Time, all such Company Common Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with Section 2.2 hereof, without interest.

Section 2.2. Exchange of Certificates

(a) Paying Agent. Parent shall designate a bank or trust company to act as agent for the benefit of the holders of Company Common Shares in connection with the Merger (the “Paying Agent”) to receive the funds to which holders of Company Common Shares shall become entitled under Section 2.1(c) hereof. Before the Effective Time, Parent or Purchaser shall deposit, or cause to be deposited, with the Paying Agent the aggregate Merger Consideration. For purposes of determining the amount of Merger Consideration to be so deposited, Parent and Purchaser shall assume that no stockholder of the Company will perfect any right to appraisal of his, her or its Company Common Shares. Such funds shall be invested by the Paying Agent as directed by Parent pending payment thereof by the Paying Agent to the holders of the Company Common Shares; provided that no loss thereon or thereof shall affect the amounts payable to holders of Company Common Shares under Section 2.1(c). Earnings from such investments shall be the sole and exclusive property of Parent, and no part of such earnings shall accrue to the benefit of holders of Company Common Shares.

(b) Exchange Procedures. Promptly after the Effective Time, Parent shall instruct the Paying Agent to mail to each holder of record of a certificate or certificates, which immediately

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before the Effective Time represented issued and outstanding Company Common Shares (the “Certificates”), whose shares were converted under Section 2.1 hereof into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as are reasonable and customary in transactions such as the Merger) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed and completed, and such other documents as may reasonably and customarily be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Company Common Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not payable. Until surrendered as contemplated by this Section 2.2, each Certificate (other than certificates representing shares to be cancelled in accordance with Section 2.1(b) and Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration in cash as contemplated by this Section 2.2, without interest thereon. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit (in a form reasonably satisfactory to Parent) of that fact by the person claiming such certificate to be lost, stolen or destroyed, the Paying Agent will issue, in each case, in exchange for such affidavit, the appropriate amount of Merger Consideration deliverable in respect thereof as determined in accordance with Section 2.1; provided that the person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, upon the request of Parent indemnify the Surviving Corporation and Parent in a manner reasonably satisfactory to them (by the posting by such person of such bond and security as the Surviving Corporation or Parent may reasonably request) against any claim that may be made against the Surviving Corporation or Parent with respect to the Certificate claimed to have been lost, stolen or destroyed.

(c) Transfer Books; No Further Ownership Rights in Company Common Shares. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Company Common Shares on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of Company Common Shares issued and outstanding immediately before the Effective Time shall cease to have any rights with respect to such Company Common Shares, except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article. The Merger Consideration paid upon the surrender of Certificates in accordance with the terms of this Section 2.2 shall be deemed to have been paid in full

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satisfaction of all rights pertaining to the Company Common Shares theretofore represented by such Certificates.

(d) Termination of Deposit; No Liability. At any time following six months after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it on demand any funds (except for any interest received with respect thereto, which shall be paid to Parent) that had been made available to the Paying Agent and that have not been disbursed (or of which disbursement is not pending subject only to the Paying Agent’s routine administrative procedures) to holders of Certificates, and thereafter such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) for payment of the Merger Consideration in respect of their Certificates, without any interest thereon. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Certificate for Merger Consideration delivered to a public official under any applicable abandoned property, escheat or similar law. Any amounts remaining unclaimed by any holder of Company Common Shares immediately before such time when such amounts would otherwise escheat to or become the property of any federal, provincial, state or local governmental authority, any transgovernmental authority or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (each, a “Governmental Entity”), shall, to the extent permitted by applicable laws, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

(e) Withholding Rights. Each of the Surviving Corporation, the Paying Agent and Parent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable hereunder to any person such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax law. To the extent that amounts are so deducted and withheld and paid to the appropriate Governmental Entity, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to such holders in respect of which such deduction and withholding was made.

Section 2.3. Dissenting Shares

(a) Notwithstanding anything in this Agreement to the contrary, Company Common Shares issued and outstanding immediately before the Effective Time and held by a holder who has not voted in favor of the Merger and who has complied with all of the relevant provisions of Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his or her right to appraisal in accordance with Section 262 of the DGCL. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Company Common Shares held by him, her or it in accordance with the provisions of Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his or her right to appraisal in accordance with Section 262 of the DGCL, in which case such Company Common Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Company Common Shares under Section 2.2.

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(b) (i) The Company shall give Parent prompt notice of any written demands for appraisal of any Company Common Shares, attempted withdrawals of such demands and any other instruments served under the DGCL and received by the Company relating to rights of appraisal and (ii) Parent shall have the right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal or agree to do any of the foregoing.

Section 2.4. Company Option Plans

(a) As soon as possible following the date of this Agreement, the board of directors of the Company and any committee administering the Company’s Restated 1986 Stock Option Plan and the 1996 Stock Option Plan (collectively the “Employee Option Plans”) and the Restated 1991 Non-Employee Director Stock Option Plan and the Non-Employee Director Non-Qualified Stock Option Agreements dated June 7, 1999 with each of James T. Nichols, W. Darcy McKeough, William C. Bousquette and Ron G. Stegall (collectively with the Employee Option Plans, the “Company Option Plans”) shall adopt such resolutions and/or take such other actions as may be necessary or appropriate to effect the provisions of this Section 2.4 and to cause the transactions contemplated by this Section 2.4 to be exempt from the provisions of Section 16(b) of the Exchange Act and applicable Canadian securities laws. All options outstanding under the Company Option Plans are referred to herein as the “Company Options.”

(b) Parent hereby acknowledges that the purchase of the tendered Company Common Shares in the Offer shall (i) constitute a “Change in Control” or a “Change of Control” as defined in and under the Company Option Plans, and that under the terms of the Company Option Plans, upon the consummation of the Offer, all Company Options shall fully vest and become exercisable, and (ii) constitute one of the events described in Section 8.5(a) through (c) of the Company’s Deferred Compensation Plan, and (iii) constitute a “Change in Control” and/or a “Change of Control”, as applicable, as defined in the Employment Agreement, dated June 10, 1999, as amended February 19, 2001, between the Company and Brian E. Levy, the Employment Agreement, dated September 11, 2001, between the Company and Jeffrey A. Losch, and the Employment Agreement, dated September 10, 2001, between the Company and James P. Maddox. As a result, Parent and the Company hereby acknowledge and agree that, upon the consummation of the Offer, all conditions and restrictions with respect to the Company Options then outstanding, including limitations on exercisability and vesting, risks of forfeiture and conditions and restrictions requiring continued performance of services or the meeting of any targets or milestones with respect to the exercisability or vesting of any of such Company Options, shall immediately lapse.

(c) Before the Effective Time, the Company and Parent shall use their reasonable best efforts to obtain consents from holders of unexercised Company Options to cause each unexpired and unexercised Company Option outstanding as of the Effective Time to be converted at the Effective Time into an option (a “Converted Option”) to purchase that number of shares of Parent Common Stock equal to the number of shares of common stock, par value $1.00 per share, of the Company (“Company Common Stock”) issuable immediately before the Effective Time upon exercise of the Company Option (without regard to actual restrictions on

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exercisability) multiplied by the Option Exchange Ratio (with the number of shares rounded down to the nearest whole share), with an exercise price equal to the exercise price which existed under the corresponding Company Option divided by the Option Exchange Ratio (with the exercise price rounded up to the nearest whole cent), and with other terms and conditions that are the same as the terms and conditions of such Company Option immediately before the Effective Time. “Parent Common Stock” means the common stock of Parent, par value $.50 per share, with attached Rights to purchase Preferred Stock Series E, par value $20.00 per share. “Option Exchange Ratio” means the quotient of (A) the Merger Consideration divided by (B) the Parent Average Stock Price. “Parent Average Stock Price” means the average (arithmetic mean) of the closing prices per share of Parent Common Stock reported by the NYSE during the period of fifteen (15) trading days ending immediately before the fifth trading day preceding the Effective Time, rounded to the nearest third decimal place. In connection with the issuance of Converted Options, Parent shall (i) reserve for issuance the number of shares of Parent Common Stock that will become subject to Converted Options under this Section 2.4(c) and (ii) from and after the Effective Time, upon exercise of Converted Options, make available for issuance the shares of Parent Common Stock covered thereby, subject to the terms and conditions applicable thereto. Parent agrees to use its reasonable efforts to file with the SEC promptly after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act to register the shares of Parent Common Stock issuable upon exercise of the Converted Options and to ensure that any issuance of Converted Options and/or Parent Common Stock made to persons resident in Canada complies with applicable Canadian securities laws.

(d) The board of directors of the Company shall designate March 31, 2004 as the last day for which contributions will be accepted under the Company’s Amended and Restated Stock Purchase Program (the “SPP”), and the SPP shall terminate as of such date unless all issuances from and after that date are made out of Company Common Shares purchased on the open market, such termination to be subject to the consummation of the Offer. The Company shall notify Parent of the number of Company Common Shares purchased under the SPP after the date hereof, which shall not exceed 50,000. Any cash remaining in participants’ accounts after such termination will be distributed to participants in accordance with the terms of the SPP and applicable law. At and after the Effective Time, no person shall have any right under the Company Options, the Company Option Plans or any other plan, program or arrangement with respect to equity securities of the Surviving Corporation or any Subsidiary thereof, except the right to receive the consideration described in Section 2.4(c). Before the expiration of the Offer, InterTAN Canada, Ltd. (“InterTAN Canada”) shall make appropriate arrangements with the Manufacturers Life Insurance Company (“Manulife”) to have all Company Common Shares held by Manulife under InterTAN Canada’s Retirement Savings Plan, Group Policy Number 20000503, tendered in the Offer.

(e) Each Company Common Share granted to any employee or director of the Company or any Company Subsidiary as compensation for services that is subject to restrictions on ownership or transferability shall vest in full and become fully transferable and free of restrictions not later than immediately before the Effective Time.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the Company Disclosure Schedule attached hereto, the Company represents and warrants to Parent and Purchaser as follows:

Section 3.1. Corporate Existence and Power

The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all corporate power required to carry on its business as now conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing, individually or in the aggregate, would not have a Company Material Adverse Effect. As used herein, the term “Company Material Adverse Effect” shall mean any adverse change, effect, event, occurrence or state of facts (A) affecting the financial condition, business, assets, properties, operations or results of operations of the Company or any of its Subsidiaries which is material to the Company and its Subsidiaries, taken as a whole, or (B) which would prevent or materially impair or delay the Company from consummating the Offer, the Merger and the other Transactions, excluding in the case of clause (A) (i) any changes or effects resulting from general changes in economic and financial market conditions and (ii) changes in conditions (including as a result of changes in laws, including without limitation, common law, rules and regulations or the interpretations thereof) generally applicable to the retail consumer electronics industry that are not unique to the Company and its Subsidiaries. The Company has delivered or made available to Parent complete and correct copies of the Company’s certificate of incorporation and bylaws. Such certificate of incorporation and bylaws are in full force and effect, and neither the Company nor any of its Subsidiaries is in violation of any of the provisions of their respective certificates of incorporation, bylaws or similar organizational documents.

Section 3.2. Corporate Authorization; Approvals

(a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to the requisite approval of this Agreement by the holders of the issued and outstanding Company Common Shares with respect to the Merger, if such is required by applicable law, to consummate the Transactions. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, and, except for the approval of this Agreement by the requisite holders of the issued and outstanding Company Common Shares in the case of the Merger (if required), no other corporate action on the part of the Company is necessary to authorize the consummation of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes a valid and binding obligation of Parent and Purchaser, this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

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(b) The board of directors, or an appropriate committee thereof, of the Company has taken (or will take before the Merger) all action necessary so that the exemption from Section 16 under the Exchange Act which is contemplated by Rule 16b-3(e) is applicable to the disposition of Company Common Shares and Company Options in or in connection with the Merger as contemplated by this Agreement by all persons who are directors and/or officers of the Company.

Section 3.3. Governmental Authorization

The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions require no action by or in respect of, or filing with, any Governmental Entity, other than (a) the filing of (i) the Certificate of Merger in accordance with the DGCL and (ii) appropriate documents with the relevant authorities of other states or jurisdictions in which the Company or any Company Subsidiary is qualified to do business; (b) compliance with any applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (c) compliance with any applicable requirements of the Competition Act (Canada) or the Investment Canada Act; (d) compliance with any applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Exchange Act; (e) such as may be required under any applicable state or foreign securities or blue sky laws or state or foreign takeover laws; and (f) such other consents, approvals, actions, orders, authorizations, registrations, declarations and filings which, if not obtained or made, would not, individually or in the aggregate, (x) have a Company Material Adverse Effect or (y) prevent or materially impair the ability of the Company, Parent or Purchaser to consummate the Transactions (the filings and authorizations referred to in clauses (a) through (f) being referred to collectively as the “Company Required Governmental Consents”).

Section 3.4. Non-Contravention

The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions do not and will not (a) contravene or conflict with the Company’s certificate of incorporation or bylaws, (b) assuming that all of the Company Required Governmental Consents are obtained, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company or any Company Subsidiary, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration (with or without due notice or lapse of time or both) of any right or obligation of the Company or any Company Subsidiary or to a loss of any benefit or status to which the Company or any Company Subsidiary is entitled under any provision of any agreement, contract or other instrument binding upon the Company or any Company Subsidiary or any license, franchise, permit or other similar authorization held by the Company or any Company Subsidiary or (d) result in the creation or imposition of any Lien (as defined below) on any asset of the Company or any Company Subsidiary, other than, in the case of each of (b), (c) and (d), any such items that would not, individually or in the aggregate, (x) have a Company Material Adverse Effect or (y) prevent or materially impair the ability of the Company, Parent or Purchaser to consummate the Transactions. As used in this Agreement, “Lien” means any mortgage, lien, pledge, charge, claim, security interest or

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encumbrance of any kind; provided, however, that the term “Lien” shall not include (i) liens for water and sewer charges and current taxes, assessments and other governmental levies, fees or charges not yet due and payable or being contested in good faith (for which adequate reserves have been reflected on the Company’s financial statements), (ii) mechanics, carriers’, workers’, repairers’, materialmen’s, warehousemen’s and similar liens and (iii) purchase money liens and liens securing rental payments under capital lease arrangements.

Section 3.5. Capitalization

(a) The authorized capital stock of the Company consists of 40,000,000 Company Common Shares and 1,000,000 shares of preferred stock of the Company, no par value per share (the “Company Preferred Shares”). As of the close of business on March 22, 2004, (i) 20,227,895 Company Common Shares were issued, outstanding and entitled to vote, 5,534,100 Company Common Shares were held by InterTAN Canada (“Subsidiary Owned Shares”), and 6,909,393 were held in treasury and (ii) no Company Preferred Shares were issued and outstanding or held in treasury. As of the close of business on March 22, 2004, Company Options to acquire an aggregate of 1,116,383 Company Common Shares are outstanding under the Company Option Plans. Before the Share Purchase Date, the number of issued and outstanding Company Common Shares shall not have increased by more than 50,000, excluding shares issued upon exercise of Company Options outstanding as of March 22, 2004. A complete and correct list, as of the date of the Agreement, of all outstanding Company Options, the number of Company Common Shares subject to such Company Options, the exercise prices and the names of the holders of each Company Option has been provided to Parent and is attached to the Company Disclosure Schedule. All outstanding shares of the capital stock of the Company are, and all shares which may be issued under the exercise of the Company Options will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company’s certificate of incorporation, the Company’s bylaws or any contract or other agreement to which the Company or any Company Subsidiary is a party or otherwise bound.

(b) As of the date hereof, except as described in Section 3.5(a) and as provided in the Rights Agreement, there are no outstanding (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, or (iii) options or other rights to acquire from the Company, or obligations of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. There are no outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any Company Common Shares or other capital stock or voting securities of the Company or any Company Subsidiary or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Company Subsidiary or other entity.

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Section 3.6. Subsidiaries

(a) Section 3.6 of the Company Disclosure Schedule sets forth a list of all Subsidiaries of the Company and their respective jurisdictions of incorporation or organization. All of the outstanding shares of capital stock of, or other ownership interest in, each Company Subsidiary are owned by the Company, directly or indirectly. Section 3.6 of the Company Disclosure Schedule indicates each Subsidiary of the Company that constitutes a “significant subsidiary” of the Company within the meaning of Rule 1-02 of Regulation S-X of the Exchange Act.

(b) Each Company Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all corporate powers required to carry on its business as now conducted. Each Company Subsidiary is duly qualified to do business and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified, individually or in the aggregate, would not have a Company Material Adverse Effect.

(c) All of the outstanding shares of capital stock of, or other ownership interest in, each Subsidiary of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All of the outstanding capital stock of, or other ownership interest, which is owned, directly or indirectly, by the Company in each of its Subsidiaries is owned free and clear of any Lien and free of any other limitation or restriction, including any limitation or restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interest (other than any of such under the Securities Act or any state or foreign securities laws). There are no outstanding (i) securities of the Company or any of the Company Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or ownership interests in any of the Company Subsidiaries, (ii) options, warrants or other rights to acquire from the Company or any of the Company Subsidiaries, or obligations of the Company or any of the Company Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any of the Company Subsidiaries or (iii) obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any outstanding securities of any of the Company Subsidiaries or any capital stock or voting securities of, or other ownership interests in, any of the Company Subsidiaries. There are no persons other than the Company Subsidiaries in which the Company owns, of record or beneficially, any direct or indirect equity or similar interest or any right (contingent or otherwise) to acquire the same.

Section 3.7. Past SEC Documents

The Company has filed, in a timely manner, all reports, filings, registration statements, prospectuses, proxy statements and other documents required to be filed by it with the SEC since March 31, 1999 (collectively, the “Past SEC Documents”). As of its filing date or as amended or supplemented before the date hereof, each Past SEC Document complied in all material respects with the applicable requirements of the Securities Act and/or the Exchange Act, as the case may be. No Past SEC Document, as of its filing date or effective date, as appropriate, contained any

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untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the Company Subsidiaries is required to file forms, reports or other documents with the SEC or any other state or foreign securities regulator.

Section 3.8. Financial Statements; Liabilities

(a) The (i) audited consolidated financial statements of the Company included in the Company’s Annual Reports on Form 10-K for its fiscal years ended June 30, 2003 and June 30, 2002 (the “Company 10-Ks”) and (ii) unaudited consolidated financial statements of the Company included in the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended September 30, 2003 and December 31, 2003 all fairly present in all material respects in conformity with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present, in conformity with United States generally accepted accounting principles, consistently applied (“GAAP”) (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes, the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then ended.

(b) There are no liabilities of the Company or any Company Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than:

(i) liabilities or obligations disclosed or provided for in the Company’s consolidated balance sheet included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2003 (including the notes thereto, the “Company Balance Sheet”);

(ii) liabilities or obligations existing as of December 31, 2003 and not required to be disclosed or provided for in the Company Balance Sheet;

(iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions;

(iv) since December 31, 2003, ordinary course obligations of the Company and its Subsidiaries under the agreements, contracts, leases and licenses to which they are a party; and

(v) other liabilities or obligations incurred since December 31, 2003 which, individually or in the aggregate, would not have a Company Material Adverse Effect.

Section 3.9. Schedule 14D-9

Neither the Schedule 14D-9, any other document required to be filed by the Company with the SEC in connection with the Offer, the Proxy Statement, nor any information supplied by

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or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents will, at the respective times when the Schedule 14D-9, Proxy Statement, any such other filings by the Company, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, given or mailed to the Company’s stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Schedule 14D-9, any other document required to be filed by the Company with the SEC in connection with the Offer and the Proxy Statement, when filed with the SEC will comply in all material respects with the provisions of the applicable federal securities laws and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to statements made or incorporated by reference in any of the foregoing documents based on and in conformity with information supplied in writing by or on behalf of Parent or Purchaser for inclusion or incorporation by reference therein.

Section 3.10. Absence of Certain Changes

Since June 30, 2003, except as otherwise expressly contemplated by this Agreement, the Company and the Company Subsidiaries have conducted their business in the ordinary course consistent with past practice and there has not been any damage, destruction or other casualty loss (whether or not covered by insurance) or any action, event, occurrence, development or state of circumstances or facts that, individually or in the aggregate, would have a Company Material Adverse Effect. Since June 30, 2003, neither the Company nor any Company Subsidiary has taken any action which, if taken after the date hereof, would constitute a breach of any provision set forth in Section 5.1 hereof.

Section 3.11. Litigation

(i) There are no pending or, to the Knowledge of the Company (as hereinafter defined), threatened, actions, suits, claims, litigation or other governmental or judicial proceedings or investigations or arbitrations against the Company, its Subsidiaries or any of their respective properties, assets or businesses, or, to the Knowledge of the Company, any of the Company’s or any Company Subsidiary’s current or former directors or officers (in their capacity as such) or any other person whom the Company or any Subsidiary has agreed to indemnify (that would or would reasonably be expected to give rise to the obligation of the Company to indemnify such person) and (ii) there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity against the Company, its Subsidiaries, any of their respective properties, assets or businesses, or, to the Knowledge of the Company, any of the Company’s or its Subsidiaries’ current or former directors (in their capacity as such) or officers or any other person whom the Company or any Subsidiary has agreed to indemnify (that would give rise to the obligation of the Company to indemnify such person) except, in the case of (i) or (ii) above, as individually or in the aggregate would not have a Company Material Adverse Effect.

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Section 3.12. Taxes

(a) As used herein, (i) the terms “Tax” or “Taxes” mean any and all taxes, fees, levies, duties, tariffs, imposts, assessments, and other charges of any kind imposed by any Taxing Authority, including but not limited to any and all federal, state, provincial, local or foreign income, gross receipts, windfall or excess profit, employment, franchise, severance, sales, use, value added, license, unclaimed property, customs, stamp, estimated, withholding, or similar taxes, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties; (ii) the term “Taxing Authority” means any Governmental Entity responsible for the imposition or collection of any Taxes; and (iii) the term “Tax Returns” means any and all federal, state, provincial, local or foreign returns, reports, elections, claims for refund filings, information returns, statements or declarations (including any amendments thereto) relating to Taxes filed or required to be filed with any Taxing Authority.

(b) With respect to the last seven taxable years before the current taxable year: (i) all Tax Returns required to be filed with any Taxing Authority by or with respect to the Company and the Company Subsidiaries through the Effective Time (the “Company Returns”) have been, or will be, timely filed (after taking into account all applicable extensions of time for such filing) in accordance with all applicable laws; (ii) the Company and the Company Subsidiaries have timely paid all Taxes due and payable with respect to the periods covered by the Company Returns that have been so filed and, as of the time of filing, the Company Returns correctly reflected the facts regarding the income, business, assets, operations, activities and status of the Company and the Company Subsidiaries (other than Taxes that are being contested in good faith and for which adequate reserves are reflected on the Company Balance Sheet); (iii) the Company and the Company Subsidiaries have timely paid or will pay when due all estimated Taxes and other Taxes due before or at the Effective Time with respect to periods for which Tax Returns are not due (including because of properly filed extensions) before or at the Effective Time; (iv) no written notice has been received by the Company or any Company Subsidiary with respect to any actual or threatened audit or examination of any Company Return and, to the Company’s Knowledge, the Company Returns are not subject to examination currently by any Taxing Authority; (v) all deficiencies asserted, or assessments made, by any Taxing Authority as a result of the examination of the Company Returns have been paid in full or are being contested in good faith and adequate reserves therefor are reflected on the Company Balance Sheet; (vi) no waivers of the statutes of limitation have been given with respect to any Taxes of the Company or the Company Subsidiaries; (vii) all Taxes that the Company and the Company Subsidiaries have been required to collect or withhold have been duly collected or withheld and have been or will be duly and timely paid to the proper Taxing Authority when due; (viii) none of the Company or any Company Subsidiary has made, requested or agreed to make, nor is required to make, any adjustment under section 481(a) of the Internal Revenue Code of 1986, as amended (the “Code”), by reason of a change in accounting method or otherwise for any taxable year; and (ix) there are no material elections with respect to Taxes affecting the Company or any Company Subsidiary, except, with respect to clauses (i) through (ix) above, where the failure to take such actions would not, individually or in the aggregate, have a Company Material Adverse Effect.

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Section 3.13. Compliance with Laws; Licenses, Permits and Registrations

(a) Neither the Company nor any Company Subsidiary is in violation of, or has violated, any applicable provisions of any laws, statutes, ordinances, regulations, judgments, injunctions, orders or consent decrees (including any laws, statutes, ordinances, regulations, judgments, injunctions, orders or consent decrees relating to pollution, protection of human health, safety or the environment (collectively, “Environmental Laws”)), except for any such violations which, individually or in the aggregate, would not have a Company Material Adverse Effect.

(b) Each of the Company and the Company Subsidiaries has all permits, licenses, approvals, authorizations of and registrations with and under all federal, state, local and foreign laws (including, without limitation, under any Environmental Law), and from all Governmental Entities required by the Company and the Company Subsidiaries to carry on their respective businesses as currently conducted, except where the failure to have any such permits, licenses, approvals, authorizations or registrations, individually or in the aggregate, would not have a Company Material Adverse Effect.

Section 3.14. Contracts

Each material lease, license, contract, agreement or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties may be bound is valid, binding and enforceable and in full force and effect with respect to the Company or such Subsidiary, as the case may be, and, to the Knowledge of the Company, with respect to the other parties thereto, except where the failure thereof would not have a Company Material Adverse Effect, and there are no existing defaults thereunder with respect to the Company or any of its Subsidiaries or, to the Company’s Knowledge, the other parties thereto, except for those defaults that would not have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any agreement that materially limits the ability of the Company or any of its Subsidiaries to compete in or conduct any material line of its business or compete with any person or in any geographic area or during any period of time.

Section 3.15. Employee Benefit Plans

(a) Section 3.15 of the Company Disclosure Schedule contains an accurate and complete list of (i) each employment, severance, change in control, termination or similar contract, plan, arrangement or policy of the Company or any Company Subsidiary, and (ii) each other material plan, program or arrangement, formal or informal, providing for compensation, bonuses, incentive, fringe benefits, savings, pension, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, hospital, dental, vision care, drug, sick leave and other health or medical benefits, disability benefits, insurance and any other paid time off programs, vacation, salary continuation, workers’ compensation, supplemental unemployment benefits and post employment or retirement benefits which is maintained, sponsored, contributed to or required to be contributed to by the Company or any of its affiliates on behalf of any employee or former employee of the Company or any Company Subsidiary, excluding statutory benefit plans which the Company or any Company Subsidiary is required to

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comply with, including the Canada and Quebec Pension Plans and plans administered pursuant to applicable health tax, workplace safety insurance and employment insurance legislation (each, a “Company Employee Plan”). Neither the Company nor any Company Subsidiary has any contract or commitment, whether formal or informal, to create any additional benefit plan, program or arrangement of the nature described above or to amend any existing Company Employee Plan, except such changes as may be required by applicable law or which may be necessary to retain the registered status of any Company Employee Plan. The Company made available to Parent true, correct and complete copies of all written Company Employee Plans.

(b) No Company Employee Plan is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the Company is not subject to the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code (“COBRA”).

(c) There are no entities other than the Company and the Company Subsidiaries participating in any Company Employee Plan. No assets of the Company or any Company Subsidiary are subject to a lien under any applicable pension law. There are no pending or, to the Knowledge of the Company, threatened actions, suits, investigations or claims with respect to any Company Employee Plan (other than routine claims for benefits) which could result in material liability to Purchaser or Parent, and to the Knowledge of the Company there are no facts which could give rise to (or be expected to give rise to) any such actions, suits, investigations or claims (other than routine claims for benefits).

(d) Each Company Employee Plan has been administered and maintained in all material respects in compliance with its terms and with applicable laws.

(e) All contributions to each Company Employee Plan required to be made in accordance with applicable laws or the terms of any such Company Employee Plan have been made in a timely manner. All Taxes required by applicable law to be withheld from benefits derived under each Company Employee Plan have been properly withheld and remitted (unless not yet due) to the appropriate depository or Governmental Entity, as applicable.

(f) All material reports, returns and similar documents with respect to any Company Employee Plan that as at the date hereof are required to be filed with any Government Entity or distributed to any Company Employee Plan participant have been duly filed in a timely manner or distributed.

(g) Except as required by this Agreement or as required by any Company Employee Plans, the consummation of the Transactions will not, either alone or in conjunction with another event, (i) entitle any current or former employee, director or officer of the Company or any of its Subsidiaries to severance pay, unemployment compensation or any other payment, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee, director or officer, or (iii) require the immediate funding or financing of any compensation or benefits.

(h) The Company has no defined benefit plans.

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Section 3.16. Transactions with Affiliates

Except to the extent disclosed in the (i) Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2003, (ii) the proxy or information statements of the Company dated after or used after June 30, 2003, and before the date hereof, and (iii) all other reports, filings, registration statements and other documents filed by the Company with the SEC after June 30, 2003 and before the date hereof, there have been no transactions, agreements, arrangements or understandings before the date hereof between the Company or its Subsidiaries, on the one hand, and affiliates of the Company, on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act.

Section 3.17. Intellectual Property

(a) The Company and its Subsidiaries own or have the right to use all Company Intellectual Property necessary to carry on their respective businesses as currently conducted, except where, individually or in the aggregate, such failure would not have a Company Material Adverse Effect. As used in this Agreement, “Company Intellectual Property” means all trademarks, service marks, trade names, Internet domain names, designs, logos, slogans and general intangibles of like nature, together with goodwill, registrations and applications relating to the foregoing; patents, copyrights, (including registrations and applications for any of the foregoing); computer programs, including any and all databases and compilations, including any and all data and collections of data; trade secrets; and any other know-how, methods, concepts, or other proprietary rights owned by the Company and its Subsidiaries or held for use or used in the business of the Company and its Subsidiaries as conducted as of the date hereof, or as presently contemplated to be conducted and any licenses to use any of the foregoing.

(b) Neither the Company nor its Subsidiaries have received written notice from any third party regarding any actual or potential infringement or misappropriation, or other violations, by the Company or any of its Subsidiaries of any intellectual property of such third party.

(c) (i) Neither the Company nor its Subsidiaries have received written notice from any third party regarding any assertion or claim challenging the validity of any Company Intellectual Property, and (ii) to the Knowledge of the Company no third party is misappropriating, infringing, diluting or violating any Company Intellectual Property that is owned by the Company or that is material to the Company’s operations.

(d) All of the issued or registered Company Intellectual Property owned by the Company or any of its Subsidiaries is held of record in the name of the Company or the applicable Subsidiary free and clear of all Liens, and is not the subject of any cancellation or reexamination proceeding or any other proceeding challenging their extent or validity.

Section 3.18. Required Vote; Board Approval

(a) The affirmative vote of the holders of a majority of the issued and outstanding Company Common Shares (the “Company Stockholder Approval”) is the only vote of any class or series of capital stock of the Company required by law, rule or regulation (including

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applicable stock exchange rules) or the certificate of incorporation or the bylaws of the Company to approve this Agreement and the Merger.

(b) The board of directors of the Company, at a meeting duly called and held, has unanimously (i) determined that the terms of the Offer and the Merger are fair to and in the best interests of the stockholders of the Company, (ii) approved this Agreement and the Transactions, and (iii) subject to the proviso to Section 1.2(b), resolved to recommend that the holders of the Company Common Shares accept the Offer (and has consented to the inclusion of such recommendation in the Offer Documents) and tender their Company Common Shares to Purchaser thereunder (the “Company Tender Recommendation”) and approve and adopt this Agreement and the Merger.

Section 3.19. Title to Properties; Encumbrances

(a) Section 3.19(a) of the Company Disclosure Schedule sets forth a list of all the real property (“Real Property”) which is owned in fee by the Company or its Subsidiaries. The Company or its Subsidiaries, as the case may be, has good, marketable and insurable title to the Real Property.

(b) The Company has heretofore made available to Parent information concerning leases and subleases for real property (“Real Property Leases”) under which the Company and its Subsidiaries have the right to occupy space. All copies of Real Property Leases provided to Parent were true, complete and correct, and all summary information was accurate in all material respects. All Real Property Leases are valid, binding and enforceable obligations of the Company or its Subsidiaries and, to the Company’s Knowledge, the other parties thereto, in accordance with their terms; neither the Company nor any of its Subsidiaries has received notice of any default by the Company or any of its Subsidiaries under any Real Property Lease which, individually or in the aggregate, would have a Company Material Adverse Effect; there are no existing defaults, and no defaults which will arise as a result of the Transactions, with respect to the Company or its Subsidiaries or, to the Company’s Knowledge, the other parties thereto or any condition or event which with the giving of notice or lapse of time would constitute a default by the Company or any of its Subsidiaries thereunder or, to the Company’s Knowledge, the other parties thereto, which, individually or in the aggregate, would have a Company Material Adverse Effect.

(c) Neither the Company nor any Subsidiary is obligated under any option, right of first refusal or other contractual right to purchase, acquire, sell or dispose of the Real Property or any portion thereof or interest therein.

Section 3.20. Major Suppliers

Section 3.20 of the Company Disclosure Schedule sets forth the ten largest suppliers of the Company in terms of costs recognized for the purchase of products or services during the fiscal year ended June 30, 2003 (the “Suppliers”). As of the date of this Agreement, the Company has not received any written notice from any of the Suppliers of a plan or intent to, and, to the Knowledge of the Company, none of the Suppliers plan or intend to, terminate, cancel or otherwise adversely modify its relationship with the Company or to decrease materially or

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limit its products to or services to the Company, nor would they be entitled to as a result of the Transactions.

Section 3.21. Finders’ Fees; Opinion of Company Financial Advisor

(a) Except for Scotia Capital Inc. (the “Company Financial Advisor”), no investment banker, broker, finder or other such intermediary has been retained by, or is authorized to act on behalf of, the Company or any Company Subsidiary or is entitled to any fee or commission from the Company or any of its Subsidiaries upon consummation of the Transactions. The Company has provided Parent with true and correct copies of all agreements between the Company and the Company Financial Advisor.

(b) The board of directors of the Company has received the opinion of the Company Financial Advisor, dated as of the date hereof, to the effect that, as of such date, the Offer Price or Merger Consideration, as applicable, to be received by holders of Company Common Shares is fair to such holders (other than, if applicable, Parent and any Parent Subsidiary) from a financial point of view.

Section 3.22. Section 203 of the DGCL

The board of directors of the Company has taken all action necessary so that the provisions of Section 203 of the DGCL applicable to a “business combination” (as defined in Section 203 of the DGCL) will not apply to Parent and Purchaser’s acquisition of beneficial ownership of Company Common Shares under the Offer and the Merger or to the execution, delivery or performance of this Agreement or the Tender Agreements. Other than Section 203 of the DGCL and applicable Canadian securities laws, no state or foreign takeover or similar statute or regulation in any jurisdiction in which the Company does business applies or purports to apply to the Offer, the Merger, this Agreement or the Tender Agreements, or any of the Transactions.

Section 3.23. Company Shareholder Rights Plan and Certificate of Incorporation

The Company has approved, and the Company has executed an amendment to, the Rights Agreement so that the Rights Agreement shall not be applicable to Parent, Purchaser, the Offer, the Merger or the Transactions, in each case to the extent provided for and made consistent with the terms of this Agreement. Disinterested Directors of the Company (as defined in Article Eighth of the Company’s Certificate of Incorporation) have taken all such actions as are necessary such that Article Eighth of the Company’s certificate of incorporation will not apply to the Transactions, and only the vote required by the DGCL will be necessary to approve the Merger.

Section 3.24. Rogers Wireless Waiver

The Company has obtained a waiver by Rogers Wireless Communications Inc. and Rogers Wireless Inc. of any right either may have to terminate the Amended and Restated Mall Stores Operating and Marketing Agreement, dated as of June 21, 2001, as amended, between,

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among others, Rogers Wireless Communications Inc. and InterTAN Canada under Sections 10.1.6 or 10.1.11 thereof by virtue of the Transactions.

Section 3.25. Disclosure

No statement or description contained in this Agreement or in the Company Disclosure Schedule contains any untrue statement of fact or omits to state a fact necessary in order to make the statements and descriptions contained herein or therein not misleading in any material respect.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER

Except as disclosed in Parent Disclosure Schedule attached hereto, Parent and Purchaser represent and warrant to the Company as follows:

Section 4.1. Corporate Existence and Power

Each of Parent and Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate powers required to carry on its business as now conducted. Each of Parent and Purchaser is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing, individually or in the aggregate, would not have a Parent Material Adverse Effect. Parent has heretofore made available to the Company true and complete copies of Parent’s certificate of incorporation and bylaws as currently in effect. Since the date of its incorporation, Purchaser has not engaged in any activities other than in connection with or as contemplated by this Agreement. As used herein, the term “Parent Material Adverse Effect” shall mean any adverse change, effect, event, occurrence or state of facts that has resulted or would reasonably be expected to result in a material adverse change in the ability of Parent to consummate the Offer, the Merger and the other transactions contemplated by this Agreement.

Section 4.2. Corporate Authorization; Approvals

The execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation by Parent and Purchaser of the Transactions are within the corporate powers of Parent and Purchaser and have been duly authorized by all necessary corporate action. Assuming that this Agreement constitutes the valid and binding obligation of the Company, this Agreement constitutes a valid and binding agreement of each of Parent and Purchaser, enforceable in accordance with its terms.

Section 4.3. Governmental Authorization

The execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation by Parent and Purchaser of the Transactions require no action by or in respect

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of, or filing with, any Governmental Entity, other than (a) those set forth in clauses (a) through (e) of Section 3.3 and (b) such other consents, approvals, actions, orders, authorizations, registrations, declarations and filings which, if not obtained or made, would not, individually or in the aggregate, (x) have a Parent Material Adverse Effect or (y) prevent or materially impair the ability of Parent and Purchaser to consummate the Transactions (the filings and authorizations referred to in clauses (a) and (b) being referred to collectively as the “Parent Required Governmental Consents”).

Section 4.4. Non-contravention

The execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation by Parent and Purchaser of the Transactions do not and will not (a) contravene or conflict with the articles of incorporation or bylaws of Parent or the certificate of incorporation or bylaws of Purchaser, or (b) assuming that all of Parent Required Governmental Consents are obtained, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Parent or any Parent Subsidiary.

Section 4.5. Information in the Offer Documents

Neither the Offer Documents, any other document required to be filed by Parent or Purchaser with the SEC or the Canadian Securities Regulatory Authorities in connection with the Transactions, nor any information supplied by Parent or Purchaser for inclusion or incorporation by reference in the Schedule l4D-9 or Proxy Statement will, at the respective times when such are filed with the SEC or the Canadian Securities Regulatory Authorities and/or are first published, given or mailed to the Company’s stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Offer Documents when filed by Purchaser with the SEC or the Canadian Securities Regulatory Authorities will comply in all material respects with the provisions of the applicable United States federal and Canadian securities laws and the rules and regulations thereunder. Notwithstanding the foregoing, neither Parent nor Purchaser makes any representation or warranty with respect to statements made or incorporated by reference in any of the foregoing documents based on and in conformity with information supplied by or on behalf of the Company for inclusion or incorporation by reference therein.

Section 4.6. Financing

At the time of the execution of this Agreement, the expiration of the Offer and at the Effective Time, either Purchaser will have available or Parent will have for the purpose of making available to Purchaser the funds necessary to purchase all of the Company Common Shares under the Offer and the Merger and to pay all fees and expenses in connection therewith.

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Section 4.7. Purchaser’s Operations

The Purchaser was formed solely for the purpose of engaging in the Transactions and has not engaged in any substantial business activities or conducted any substantial operations other than in connection with the Transactions or as otherwise contemplated by this Agreement.

Section 4.8. Vote Required

No vote of the holders of any of the outstanding shares of capital stock or any other securities of Parent is necessary to approve this Agreement or any of the Transactions.

Section 4.9. Ownership of Company Common Shares

As of the date of this Agreement, neither Parent nor any of its Subsidiaries (i) beneficially owns, directly or indirectly, or (ii) is party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, in case of either clause (i) or (ii), any Company Common Shares, except for the Tender Agreements.

Section 4.10. Finders’ Fees

Except for Banc of America Securities LLC, whose fees will be paid by Parent, there is no investment banker, broker, finder or other intermediary who might be entitled to any fee or commission from Parent or any of its affiliates upon consummation of the Transactions.

ARTICLE V

COVENANTS

Section 5.1. Interim Operations of the Company

Except as otherwise expressly contemplated or permitted hereby, or unless otherwise approved in writing by Parent, which approval shall not be unreasonably withheld or delayed, from the date hereof until the Effective Time, the Company shall, and shall cause each of the Company Subsidiaries to, conduct its business in the ordinary course consistent with past practice and shall (i) use commercially reasonable efforts to preserve intact its present business organization and goodwill, keep available the services of its current officers and other key employees and preserve its relationships with those persons having business dealings with the Company and its Subsidiaries, (ii) use commercially reasonable efforts to maintain in effect all material governmental licenses, approvals and authorizations, including, without limitation, all material governmental licenses and permits that are required for the Company or any Company Subsidiary to carry on its business and (iii) promptly notify Parent of any event if such event has or could reasonably be expected to have a Company Material Adverse Affect. Without limiting the generality of the foregoing, except as otherwise expressly contemplated or permitted by this Agreement, from the date hereof until the Effective Time, without the prior written consent of Parent, which shall not be unreasonably withheld or delayed, the Company shall not, nor shall it permit any Company Subsidiary to:

(a) amend its certificate of incorporation or bylaws or other similar organizational documents;

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(b) split, combine or reclassify any shares of capital stock of the Company or any Company Subsidiary or declare, set aside for payment or pay any dividend or make any other actual, constructive or deemed distribution (whether in cash, stock or property or any combination thereof) in respect of any Company Common Shares or any other Company capital stock, or redeem, repurchase or otherwise acquire or offer to redeem, repurchase or otherwise acquire any Company equity or equity-related securities or any equity or equity-related securities of any Company Subsidiary;

(c) issue, deliver or sell or authorize the issuance, delivery or sale of, any shares of the Company or any Company Subsidiary capital stock of any class or series or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such capital stock or any such convertible or exchangeable securities, other than in connection with the issuance of Company Common Shares upon the exercise of Company Options outstanding on the date hereof in accordance with their terms as of the date hereof or, until March 31, 2004, in connection with the SPP;

(d) amend any term of any outstanding security of the Company or any Company Subsidiary;

(e) incur any capital expenditures or any obligations or liabilities in respect thereof, except for those (i) contemplated by the capital expenditure budget for the Company and the Company Subsidiaries, which budget is included in or attached to the Company Disclosure Schedule or (ii) not otherwise described in clause (i) which, in the aggregate, do not exceed $1 million;

(f) authorize, propose or announce an intention to authorize or propose, or enter into an agreement to acquire (whether under merger, stock or asset purchase or otherwise) in one transaction or a series of related transactions (i) any assets (including any equity interests) outside of the ordinary course of business or (ii) all or substantially all of the equity interests of any person or any business or division of any person;

(g) sell, lease, encumber or otherwise dispose of any material assets, other than sales in the ordinary course of business consistent with past practice;

(h) other than with respect to contracts terminable upon no more than 30 days’ notice without penalty, enter into any new contract or agreement, or modify, amend, terminate or renew any existing contract or agreement to which the Company or any of its Subsidiaries is a party or by which any of them or their properties may be bound, other than (i) in the ordinary course of business or (ii) if the dollar value of such new contract or agreement, or existing contract or agreement as so amended, modified, terminated or renewed, is or would be less than $100,000 (or $500,000 in the aggregate);

(i) incur, assume or prepay any indebtedness for borrowed money or guarantee any such indebtedness or issue, sell or redeem any debt securities or warrants or rights to acquire any debt securities of the Company or any Company Subsidiary or assume or guarantee any debt

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securities of others, except in the ordinary course of business consistent with past practice (which shall include, without limitation, seasonal borrowings made in the ordinary course of business under existing credit facilities of the Company within the borrowing capacity thereunder as of the date hereof);

(j) except in the ordinary course of business, amend, modify or terminate any material contract, agreement or arrangement of the Company or any Company Subsidiary, or otherwise waive, release or assign any material rights, claims or benefits of the Company or any Company Subsidiary thereunder;

(k) (i) except as required by law or contract in effect as of the date hereof, increase the amount of compensation of any director or executive officer or make any increase in or commitment to increase any employee health, welfare or retirement benefits, (ii) except as required by law or contract in effect as of the date hereof, grant any severance or termination pay or rights to any director, officer or employee of the Company or any Company Subsidiary, (iii) adopt any additional Company Employee Plan or, except in the ordinary course of business or as required by law, make any contribution to any existing such plan or (iv) except as may be required by law, amend in any material respect any Company Employee Plan;

(l) change the Company’s (x) accounting policies or methods of accounting in effect at June 30, 2003, except as required by changes in GAAP or by Regulation S-X under the Exchange Act, as concurred in by its independent public accountants or (y) fiscal year;

(m) pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than: (i) the payment, discharge or satisfaction in the ordinary course of business of liabilities reflected or reserved against in the Company Balance Sheet, (ii) those incurred in the ordinary course of business or (iii) those incurred as otherwise permitted by this Section 5.1;

(n) make payments or distributions (other than normal salaries and other compensation in the ordinary course of business consistent with past practice, including bonuses for the nine-month period ending March 31, 2004 in accordance with existing bonus plans described in Section 3.15 of the Company Disclosure Schedule, except that due to the change in the Company’s fiscal year, such bonuses will be not more than 75% of what they otherwise would have been) to any affiliate of the Company;

(o) permit any insurance policy naming the Company or any of its Subsidiaries as a beneficiary or loss payable payee to be cancelled or terminated;

(p) knowingly do any act or omit to do any act that would result in a breach of any representation, warranty or covenant by the Company set forth in this Agreement or, except as permitted by Section 5.3, otherwise materially impair or delay the ability of the Company to consummate the Offer or the Merger; or

(q) agree, resolve, commit or publicly announce an intention to do any of the foregoing.

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In addition, the Company shall not submit to a vote of stockholders of the Company any proposal, whether at an annual or special meeting of stockholders or by action in lieu of a meeting of stockholders by written consent, to approve any agreement or agreements or transaction or series of transactions, which together with certain subsequent transactions would in effect reorganize the Company as a Canadian corporation, including the agreement and plan of merger and subsequent steps described in the Registration Statement on Form S-4 originally filed with the SEC by NexxTech Inc., a Canadian corporation, on February 27, 2004 (the transactions contemplated by the Form S-4, collectively referred to as the “S-4 Transactions”).

Section 5.2. HSR Act; Foreign Antitrust and Investment Review Laws

The Company and Parent shall cooperate with one another and shall take all reasonable actions necessary to prepare and file as soon as practicable following the date hereof, but in no event later than ten business days after the date hereof, notifications under the HSR Act and any applicable foreign antitrust, investment or competition law or regulation and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission or the Antitrust Division of the Department of Justice or any other Governmental Entity for additional information or documentation with respect to such notices and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or any other Governmental Entity in connection with antitrust, competition or investment matters.

Section 5.3. Acquisition Proposals

(a) After the date hereof, the Company shall not, nor shall it permit any Company Subsidiary to, nor shall it authorize or knowingly permit any affiliate, officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative of the Company or any Company Subsidiary, directly or indirectly, to

(i) solicit, initiate or knowingly facilitate or encourage the submission by any person or group other than Parent, Purchaser, or any of their respective affiliates of any tender or exchange offer involving the Company or any proposal for, or indication of interest in, a merger, consolidation, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or InterTAN Canada, any purchase of a material portion of the assets of the Company and InterTAN Canada taken as a whole, or 15% or more of the Company Common Shares or any of the capital stock of InterTAN Canada, other than the Transactions (an “Acquisition Proposal”);

(ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes, or could be reasonably expected to lead to, an Acquisition Proposal;

(iii) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s equity securities or the capital stock of any Subsidiary; or

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(iv) enter into any agreement (other than a confidentiality agreement on customary terms and conditions) with respect to any Acquisition Proposal or approve or recommend any Acquisition Proposal or any agreement, understanding or arrangement relating to any Acquisition Proposal other than in the manner contemplated by this Section 5.3;

provided, however, that before the Share Purchase Date and subject to the other provisions of this Section 5.3,

(1) in response to a written Acquisition Proposal, the Company may request clarifications from (but not, in reliance on this subsection (1), enter into negotiations with or furnish nonpublic information to) any third party which makes such written Acquisition Proposal if such action is taken solely for the purpose of obtaining information reasonably necessary for the Company to ascertain whether such Acquisition Proposal is a Superior Proposal;

(2) the Company may take any action described in clauses (a)(ii) or (a)(iii) of this Section in respect of any person, but only if such person has delivered a written Acquisition Proposal that, in the reasonable, good faith judgment of the Company’s board of directors, is a Superior Proposal and in the reasonable, good faith judgment of the Company’s board of directors, consistent with the advice of its legal counsel, it is advisable to take such action in order to discharge properly its fiduciary duties to the Company’s stockholders; and

(3) the Company may enter into an agreement (other than a confidentiality agreement, which may be entered into as contemplated by clause (a)(iv) of this Section) regarding an Acquisition Proposal, or approve or recommend any Acquisition Proposal, in each case, at any time three business days following Parent’s receipt of written notice from the Company (i) advising Parent that the board of directors of the Company has received a Superior Proposal which it intends to accept, identifying the person making such Superior Proposal and specifying the financial and other material terms and conditions of such Superior Proposal and (ii) inviting Parent to propose adjustments in the terms and conditions of this Agreement with a view to enabling the Company to proceed with the transactions contemplated herein on such adjusted terms as a result of such adjustments making such transactions at least as favorable to the Company’s stockholders (taking into account all such factors as the board deems relevant) as the Superior Proposal (provided that the Company shall fully cooperate, and cause its legal and financial advisors to cooperate, with Parent in making any such adjustments). The Company may not exercise its right to terminate this Agreement under Section 9.1(c)(iii) and may not enter into a binding agreement with respect to such Superior Proposal, unless before or concurrent with such termination, the Company shall have paid to Parent the Termination Fee as contemplated by Section 9.3;

provided further that nothing contained in this Section 5.3 or elsewhere in this Agreement shall prevent the Company’s board of directors from complying with Rule l4e-2 under the Exchange Act with respect to any Acquisition Proposal or making any disclosure required by the fiduciary duties of the Company s directors or by applicable law.

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For purposes of this Agreement, “Superior Proposal” means a bona fide, written Acquisition Proposal not received in violation of Section 5.3(a) that is fully financed (or in the reasonable judgment of the board of directors of the Company, consistent with the advice of its financial advisors, is reasonably capable of being financed) and is on terms that the board of directors of the Company determines reasonably and in good faith, consistent with the advice of its financial advisors, would result in a transaction that, if consummated, would be more favorable from a financial point of view to the Company’s stockholders (taking into account all such factors as the board deems relevant, including, among other things, the identity of the offeror, the likelihood that such transaction will be consummated and all legal, financial, regulatory and other aspects of the proposal) than the Offer (including any adjustment to the terms and conditions as set forth in Section 5.3(a)(3). The S-4 Transactions shall not be deemed a Superior Proposal.

(b) The Company shall cease and cause to be terminated immediately all existing discussions or negotiations with any persons conducted heretofore with respect to any Acquisition Proposal.

(c) The Company shall (i) promptly (and in no event later than two business days after receipt of any Acquisition Proposal or inquiry) notify Parent after receipt by it (or its financial advisors) of any Acquisition Proposal or any inquiries indicating that any person is considering making or wishes to make an Acquisition Proposal, identifying such person, and the financial and other material terms and conditions of any Acquisition Proposal or potential Acquisition Proposal, (ii) promptly notify Parent after receipt of any request for nonpublic information relating to it or any of its Subsidiaries or for access to its or any of its Subsidiaries’ properties, books or records by any person that may reasonably be viewed as considering making, or has made, an Acquisition Proposal, (iii) before furnishing any such written information, the Company shall provide reasonable advance notice to Parent that it intends to do so, (iv) promptly provide Parent with any nonpublic information which is given to such person under this Section 5.3(c), and (v) promptly keep Parent advised of the status and the financial and other material terms and conditions of any such Acquisition Proposal, indication or request.

Section 5.4. Certain Tax Matters

The Company agrees that after the date hereof it:

(a) will timely file all Tax Returns (“Post-Signing Returns”) required to be filed by it (after taking into account any applicable extensions), timely pay all Taxes due and payable with respect to such Post-Signing Returns, accrue a liability on its books and records and financial statements in accordance with GAAP (consistently applied) for all Taxes payable by the Company for which no Post-Signing Return is due before the Effective Time; and

(b) will not (i) make any Tax election, other than in the ordinary course of business consistent with past practice, (ii) change any Tax election already made, (iii) adopt any accounting policy or accounting method or change any accounting policy or accounting method relating to Taxes unless required by GAAP, (iv) enter into any closing agreement or (v) settle any claim or assessment relating to Taxes or consent to any claim or assessment relating to Taxes or any waiver of the statute of limitations for any such claim or assessment.

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Section 5.5. Subsidiary Owned Shares

InterTAN Canada shall retain all Subsidiary Owned Shares and shall not sell, transfer or otherwise dispose of them, or tender them in the Offer. At any time after the Share Purchase Date, at the request of and in the manner proposed by Parent, the Company shall take such action as may be necessary to cancel or redeem the Subsidiary Owned Shares and return them to the status of authorized, but unissued Company Common Shares.

ARTICLE VI

COVENANTS OF PARENT AND PURCHASER

Section 6.1. Director and Officer Liability

(a) From and after the Effective Time, Parent and the Surviving Corporation jointly and severally shall indemnify the present and former directors and officers of the Company and its Subsidiaries (the “Indemnified Parties”) in respect of actions taken before and at the Effective Time in connection with their duties as directors or officers of the Company or its Subsidiaries (including the Transactions), to the same extent that such Indemnified Party is currently indemnified by the Company or such Subsidiary under the certificate of incorporation, bylaws and other organizational documents and indemnification agreements of the Company or such Subsidiary in effect on the date hereof.

(b) Parent acknowledges and agrees that, prior to the Effective Time, the Company intends to obtain a six year “run-off” insurance policy (the “Run-off Policy”) covering the persons who are currently covered by the Company’s current directors’ and officers’ liability insurance policy (the “Company Policy”) with respect to actions that have taken place before or at the Effective Time, on terms and conditions (including coverage amount) no less favorable to such persons than those in effect on the date hereof under the Company Policy; provided, however, that, without Parent’s prior written consent, the Company shall not pay more to purchase the Run-off Policy than an annual premium of 300% of the most recent annual premium paid by the Company for the Company Policy.

(c) If Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all its properties and assets to any person, then, and in each case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, honor the indemnification and insurance obligations set forth in this Section 6.1.

(d) The obligations of the Surviving Corporation and Parent under this Section 6.1 shall not be terminated or modified in such a manner as to adversely affect any person to whom this Section 6.1 applies without the prior written consent of such affected person.

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Section 6.2. Conduct of Purchaser

Parent will take all action necessary to cause Purchaser to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.

ARTICLE VII

COVENANTS OF PURCHASER AND COMPANY

Section 7.1. Reasonable Best Efforts

Subject to the terms and conditions hereof, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Transactions as promptly as practicable; provided that nothing in this Section shall require the Company, Parent or Purchaser to take any action that would violate the fiduciary duties of its board of directors as such duties would exist under applicable law in the absence of this Section; provided further that, Parent shall not be required to divest any assets or to agree to any restriction on its business practices to secure Parent Required Governmental Consents. In connection with and without limiting the foregoing, Parent and the Company shall (i) take any action reasonably necessary to ensure that neither Section 203 of the DGCL, nor any other state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, this Agreement or any of the other Transactions, take any action reasonably necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Offer, the Merger and the other Transactions. The Company, Parent and Purchaser shall each furnish to one another and to one another’s counsel all such information as may be required in order to accomplish the foregoing actions.

Section 7.2. Certain Filings; Cooperation in Receipt of Consents

The Company and Parent shall cooperate with one another in (x) determining whether any other action by or in respect of, or filing with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the Transactions and (y) taking any such other actions, obtaining any consents, approvals or waivers or making any filings, furnishing information required in connection therewith and seeking promptly to obtain any such actions, consents, approvals or waivers. Without limiting the generality of the foregoing, Parent and the Company shall each (i) file any notification and report forms and related material that it may be required to file in connection with the Transactions with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act as soon as practicable, but in no event later than the commencement date of the Offer; (ii) use its reasonable best efforts to obtain an early termination of the applicable waiting period, (iii) make any further filings pursuant thereto that may be necessary, proper or advisable; (iv) make any filings

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required to comply with Canadian securities laws, regulations, rules and policies in connection with the Offer, any Company Stockholder Approval and the Transactions, with all applicable Canadian securities regulatory authorities; and (v) make any other filings and use its reasonable best efforts to obtain any other consents required by any other Governmental Entity. Each party shall permit the other party to review and provide comments regarding any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Entity or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the applicable Governmental Entity or other person, give the other party the opportunity to attend and participate in such meetings and conferences, in each case in connection with the Transactions.

Section 7.3. Public Announcements

The parties shall not, without the prior written consent of the other parties, issue or make any press release or public statement or communication with respect to this Agreement or the Transactions, except as may be required by fiduciary duties, applicable law or any listing agreement with any national securities exchange, and shall use their reasonable best efforts to consult with each other before making any required statement or communication.

Section 7.4. Access to Information

From the date hereof until the Effective Time and subject to applicable law, the Company shall (i) give to Parent, its counsel, financial advisors, auditors and other authorized representatives full access to its offices, properties, books and records; (ii) furnish or make available to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the requests of Parent in its investigation. Any investigation under this Section 7.4 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company. No information or knowledge obtained in any investigation under this Section 7.4 shall affect or be deemed to modify any representation or warranty made by the Company hereunder.

Section 7.5. Notices of Certain Events

The Company and Parent shall promptly notify the other of: (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Transactions; (ii) any notice or other communication from any Governmental Entity in connection with or pertaining to the Transactions; (iii) any actions, suits, claims, investigations or proceedings commenced or, to the knowledge of the Company or to the knowledge of Parent, as the case may be, threatened against, relating to or involving or otherwise affecting Parent or any of its Subsidiaries (including Purchaser), on the one hand, or the Company or any of its Subsidiaries, on the other hand, which relate to the consummation of the Transactions; and (iv) any action, event or occurrence that would constitute a breach of any representation or warranty, covenant or agreement of such party set forth in this Agreement,

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provided that no such notification under clause (iv) shall affect or be deemed to modify any representation or warranty made by the party giving such notice.

Section 7.6. Transfer Taxes

Parent and the Company shall cooperate in the preparation, execution and filing of all returns, applications, questionnaires or other documents regarding any real property transfer, stamp, recording, documentary, sales, use, value added, stock transfer or other taxes and any other fees and similar taxes which become payable to any Taxing Authority in connection with the Transactions, other than withholding taxes (collectively, “Transfer Taxes”). Except as otherwise specifically provided in this Agreement, Parent shall pay or cause to be paid, without deduction or withholding from any amounts payable to the holders of Company Common Shares, all Transfer Taxes.

ARTICLE VIII

CONDITIONS

Section 8.1. Conditions to Each Party’s Obligation to Effect the Merger

The obligations of the Company, Parent and Purchaser to consummate the Merger are subject to the satisfaction of the following conditions:

(a) Stockholder Approval. The Company Stockholder Approval shall have been obtained, if required by applicable law, in order to consummate the Merger; provided however that neither Parent nor Purchaser may invoke this condition if either of them or any of their respective affiliates shall have failed to vote Company Common Shares as contemplated by this Agreement;

(b) No Injunction. (i) No statute, rule or regulation shall have been enacted or promulgated by any Governmental Entity which prohibits the consummation of the Merger, and (ii) there shall be no judgment, decree order or injunction of a court of competent jurisdiction in effect prohibiting consummation of the Merger; provided that no party may invoke the condition in (ii) of this Section if it or any of its affiliates shall have failed to employ its reasonable best efforts to oppose, contest and resolve such judgment, decree order or injunction; and

(c) Purchase of Company Common Shares in Offer. Parent, Purchaser or their affiliates shall have purchased Company Common Shares under the Offer; provided that neither Purchaser nor Parent shall be entitled to invoke this condition if either of them shall have failed to purchase Company Common Shares under the Offer in breach of their obligations under this Agreement.

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ARTICLE IX

TERMINATION

Section 9.1. Termination

Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the Transactions contemplated herein may be abandoned at any time before the Effective Time, whether before or after stockholder approval thereof:

(a) by mutual written agreement of Parent and Purchaser, on the one hand, and the Company, on the other hand; provided that any such agreement by the Company after the Share Purchase Date shall have been duly authorized in accordance with Section 1.3;

(b) by either Parent or the Company:

(i) if (A) the Offer terminates or expires in accordance with its terms without any Company Common Shares being purchased thereunder or (B) Purchaser has not accepted for payment any Company Common Shares tendered under the Offer by the Outside Date; provided however that the right to terminate this Agreement under this Section 9.1(b)(i) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of Parent or Purchaser, as the case may be, to purchase Company Common Shares under the Offer on or before such date; and provided further that (x) if the Minimum Condition has been met and all of the other conditions set forth on Exhibit A have been satisfied or waived except for condition (d), and (y) if the failure to perform or comply as described in that condition (d) is capable of cure, then Parent will not be entitled to terminate this Agreement under this Section 9.1(b)(i) unless Parent has given the Company notice of such failure to perform or comply and the failure to perform or comply has not been cured within 15 days after the date the notice was given;

(ii) if there is any law or regulation that makes consummation of the Offer or Merger illegal or otherwise prohibited or if any Governmental Entity having competent jurisdiction shall have issued an order, decree, ruling or injunction or taken any other action, that permanently restrains, enjoins or otherwise prohibits the acceptance for payment of, or payment for, Company Common Shares under the Offer or the Merger and such order, decree, ruling or injunction or other action shall have become final and non-appealable; provided that, before such termination, the party seeking to terminate this Agreement under this Section 9.1(b)(ii) shall have used its reasonable best efforts to resist, resolve or lift, as applicable, such law, regulation, judgment, injunction, order or decree;

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(c) by the Company before the Share Purchase Date if:

(i) Parent or Purchaser (A) fails to commence the Offer within the number of days specified in Section 1.1(a), or (B) makes any change to the Offer in contravention of the provisions of this Agreement;

(ii) (A) the representations and warranties of Parent and/or Purchaser contained in Article IV of this Agreement shall not be true and correct in any material respect (x) as of the date referred to in any representation or warranty which addresses matters as of a particular date or (y) as to all other representations and warranties, as of the date of determination, or (B) Parent or Purchaser materially breaches or materially fails to perform its covenants and other agreements contained herein; provided that, in each of the foregoing clauses (A) and (B), such breach or failure cannot be or has not been cured in all material respects within 30 days after the giving of written notice thereof to Parent or Purchaser; or

(iii) the Company enters into a definitive agreement with respect to an Acquisition Proposal, or approves or recommends any Acquisition Proposal, in accordance with Section 5.3; provided that the Company makes payment of the Termination Fee in accordance with Section 9.3; or

(d) by Parent or Purchaser before the Share Purchase Date, if:

(i) (A) the representations and warranties of the Company contained in this Agreement shall not be true and correct in any respect that causes a failure of the condition set forth in clause (c) of Exhibit A, or (B) the Company materially breaches or materially fails to perform its covenants or other agreements contained herein which breach or failure cannot be or has not been cured in all material respects, before the earlier of the date that is (x) 30 days after the giving of written notice thereof to the Company or (y) two business days before the date on which the Offer expires, provided that if the breach or failure can be cured, Parent has given the Company notice of the breach or failure promptly after Parent’s discovery thereof;

(ii) the Company’s board of directors withdraws or modifies in a manner adverse to Parent or Purchaser the Company Tender Recommendation;

(iii) the Company enters into a definitive agreement with respect to an Acquisition Proposal, or approves or recommends any Acquisition Proposal, in accordance with the provisions of Section 5.3; or

(iv) any person or group (as defined in Section 13(d)(3) of the Exchange Act), other than Parent, Purchaser, any of their respective Subsidiaries or affiliates or any person acting in concert with Parent, Purchaser or any of their respective Subsidiaries or affiliates, shall have become the beneficial owner of more than 15% of the outstanding Company Common Shares (the “Triggering Person”) on a Fully Diluted Basis.

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Section 9.2. Effect of Termination

If any party terminates this Agreement under Section 9.1 above, all rights and obligations of the parties hereunder shall terminate without any liability of any party to any other party, except (i) for fraud or for any liability of any party then in breach of a covenant under this Agreement and (ii) for the obligation to pay the fees and expenses (including the Termination Fee, if any) as contemplated by Section 9.3(b); provided that the provisions of this Section 9.2, Section 9.3 and Article X of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

Section 9.3. Fees and Expenses

(a) Except as set forth in this Section 9.3, all fees and expenses incurred in connection herewith and the Transactions shall be paid by the party incurring such expenses, whether or not any of the Transactions are consummated.

(b) The Company shall pay to Parent a termination fee equal to $11,000,000, plus documented out-of-pocket expenses of Parent incurred in connection with this Agreement, not to exceed $1,000,000 (collectively, the “Termination Fee”):

(i) if this Agreement is terminated by the Company under Section 9.1(c)(iii);

(ii) if this Agreement is terminated by Parent or Purchaser under Section 9.1(d)(ii) or 9.1(d)(iii); provided, that in the case of any termination under Section 9.1(d)(ii), if after the date hereof and before such termination, an Acquisition Proposal had been publicly announced and not withdrawn or abandoned at the time of such termination, and the Company’s board of directors had taken a neutral position on such Acquisition Proposal, or was unable to take a position with respect thereto, then the Termination Fee shall not be payable under this Section 9.3(b)(ii) unless within twelve months after such termination, the Company enters into a definitive agreement with respect to any Acquisition Proposal (or announces its intention to do so), approves or recommends any Acquisition Proposal, or consummates any Acquisition Proposal;

(iii) if this Agreement is terminated by either Parent or the Company under Section 9.1(b)(i), but only if (A) the Minimum Condition was not satisfied and all other conditions set forth in Exhibit A were satisfied or waived at the Expiration Date of the Offer, (B) after the date hereof and before such termination, an Acquisition Proposal had been publicly announced and not withdrawn or abandoned at the time of termination and (C) within twelve months after such termination, the Company enters into a definitive agreement with respect to any Acquisition Proposal (or announces its intention to do so), approves or recommends any Acquisition Proposal, or consummates any Acquisition Proposal;

(iv) if this Agreement is terminated by either Parent or Purchaser under Section 9.1(d)(i)(B), but only if (A) after the date hereof and before such termination, an

41

Acquisition Proposal had been publicly announced and not withdrawn or abandoned at the time of termination and (B) within twelve months after such termination, the Company enters into a definitive agreement with respect to any Acquisition Proposal (or announces its intention to do so), approves or recommends any Acquisition Proposal, or consummates any Acquisition Proposal; or

(v) if this Agreement is terminated by either Parent or Purchaser under Section 9.1(d)(iv), but only if within twelve months after such termination the Company enters into a definitive agreement with respect to any Acquisition Proposal (or announces its intention to do so), approves or recommends any Acquisition Proposal, or consummates any Acquisition Proposal with the Triggering Person;

provided however that no Termination Fee shall be payable if both (A) Purchaser or Parent was in willful and material breach (which for purposes of this clause shall mean a willful breach that has a material adverse effect on consummating the transactions contemplated hereby) of its representations, warranties or obligations under this Agreement at the time of termination and (B) the Company has given to Parent or Purchaser, as the case may be, written notice of such willful and material breach and such breach or failure cannot be or has not been cured in all material respects within 30 days after the giving of such written notice; provided further that in no event shall Parent be entitled to receive payment of more than one Termination Fee hereunder. For purposes of this Section 9.3(b), (x) the following transactions will not be deemed an Acquisition Proposal: the S-4 Transactions, any similar transaction or any other internal restructuring of the Company and its Subsidiaries that, in any such case, does not involve a material change in the identities of the owners, and their relative ownership, of the capital stock of the Company or any resulting entity; and (y) a purchase of assets of the Company or any Company Subsidiary will be deemed an Acquisition Proposal if it involves assets which if such assets were held in a separate subsidiary, such subsidiary would be a “significant subsidiary” under Rule 1-02 of SEC Regulation S-X if 50 percent were substituted for 10 percent in the definition of “significant subsidiary” thereunder.

(c) The Termination Fee shall be paid by wire transfer of immediately available funds to Parent (i) in the case of a termination described in Section 9.3(b)(i) concurrent with such termination; (ii) in the case of a termination described in Section 9.3(b)(ii), on the next business day following the date of termination; (iii) in the case of a termination described in Section 9.3(b)(iii), no later than simultaneously with the earliest to occur of the events set forth in subclause (C) of Section 9.3(iii); (iv) in the case of a termination described in Section 9.3(b)(iv), no later than simultaneously with the earliest to occur of the events set forth in subclause (B) of Section 9.3(b)(iv); and (v) in the case of the events described in Section 9.3(b)(v), simultaneously with the earliest to occur of the events set forth in Section 9.3(b)(v) (other than the termination of this Agreement).

(d) Parent shall be solely responsible for payment of all expenses relating to the preparation, printing and distribution of the Offer Documents and the Proxy Statement. The Company shall be solely responsible for payment of all expenses relating to the preparation, printing and distribution of the Schedule 14D-9. Parent and the Company shall share equally the costs of any HSR Act, Competition Act (Canada) and Investment Canada Act filing fees.

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(e) The parties acknowledge that the provisions contained in this Section 9.3 are an integral part of the transactions contemplated by this Agreement, that the damages resulting from termination of this Agreement where a Termination Fee is payable are uncertain and incapable of accurate calculation and that the amounts payable under Section 9.3(b) are reasonable forecasts of the actual damages which may be incurred by the parties under such circumstances. The amounts payable under Section 9.3 constitute liquidated damages and not a penalty and shall be the sole monetary remedy in the event of termination of this Agreement on the bases specified in this Section except in the event of a willful material breach by the Company, in which case any claim for damages therefor shall be reduced by the amount of any Termination Fee actually paid.

ARTICLE X

MISCELLANEOUS

Section 10.1. Waivers and Amendments

Subject to Section 1.3(b), at any time before the Effective Time, the parties hereto may (i) extend the time for the performance of any of the obligations or other acts of the parties hereto; (ii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto; and (iii) except for approval and adoption of this Agreement by the stockholders of the Company (if required by applicable law), waive compliance with any of the agreements or conditions contained herein. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Subject to Section 1.3(b), and except as otherwise specifically provided in this Agreement, any provision of this Agreement may be amended or waived before the Effective Time if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Parent and Purchaser or in the case of a waiver, by the party against whom the waiver is to be effective.

Section 10.2. Nonsurvival of Representations and Warranties

None of the representations and warranties in this Agreement or in any schedule, instrument or other document delivered under this Agreement shall survive the Effective Time. This Section 10.2 shall not limit any covenant or agreement of the parties hereto which by its terms contemplates performance after the Effective Time.

Section 10.3. Notices

All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, telecopied (which is confirmed) or sent by an overnight courier service, such as Federal Express, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

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(a) if to Parent or Purchaser, to:

Circuit City Stores, Inc.

9950 Mayland Drive

Richmond, Virginia 23233

Attention: Senior Vice President, General Counsel and Corporate Secretary

Facsimile: (804) 527-4877

with a copy (which shall not constitute notice) to:

McGuireWoods LLP

One James Center

901 East Cary Street

Richmond, Virginia 23219

Attention: Robert L. Burrus, Jr., Esq.

Facsimile: (804) 698-2023

and

(b) if to the Company, to:

InterTAN, Inc.

279 Bayview Drive

Barrie, Ontario L4M 4W5

Attention: Senior Vice President, Secretary and General Counsel

Facsimile: 705-728-6742

with a copy (which shall not constitute notice) to:

Thompson & Knight L.L.P.

1700 Pacific Avenue, Suite 3300

Dallas, Texas 75201

Attention: Fred W. Fulton, Esq.

Facsimile: (214) 969-1751

Section 10.4. Interpretation

When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.” The phrases “the date of this Agreement,” “the date hereof,” and terms of similar import, unless the context otherwise requires, shall be deemed to refer to March 30, 2004. As used in this Agreement, the term “affiliate(s)” shall have the meaning set forth in Rule l2b-2 of the Exchange Act. As used in this Agreement, the terms “Knowledge of the Company” and

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“Company’s Knowledge” mean the actual knowledge, after reasonable inquiry, of Brian E. Levy, President and Chief Executive Officer, Jeffrey A. Losch, Senior Vice President, General Counsel & Secretary, James P. Maddox, Vice President and Chief Financial Officer, of the Company and Ean G. Daoust, Senior Vice President of Sales Channels, InterTAN Canada As used in this Agreement, the term “person” shall mean an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including any Governmental Entity. All references to dollars or “$” in this Agreement shall mean U.S. dollars, unless otherwise indicated.

Section 10.5. Counterparts

This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

Section 10.6. Entire Agreement; Third Party Beneficiaries

This Agreement (including the schedules, documents and instruments referred to herein): (a) except as provided in the following sentence, constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) except as provided in Section 6.1 hereof is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. Without limiting the generality of the foregoing, this Agreement supersedes the Confidentiality and Exclusivity Agreement between Parent and the Company, dated December 18, 2003 and the Confidentiality and Exclusivity Agreement between Parent and the Company, dated February 27, 2004 (collectively, the “Confidentiality Agreements”), and each such agreement is terminated and shall be of no further force and effect upon the execution hereof, except that Parent shall continue to be bound by the non-disclosure obligations in the third paragraph and the second and third sentences of the first paragraph of Section 2 of the Confidentiality Agreements.

Section 10.7. Severability

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, 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.

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Section 10.8. Governing Law

This Agreement shall be construed in accordance with and governed by the law of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 10.9. Assignment

Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. Any purported transfer or assignment in violation hereof shall be null and void.

Section 10.10. Headings

The Article, Section and paragraph headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.

Section 10.11. Specific Performance

Except under such circumstances as cause a Termination Fee to be payable, (i) each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement, each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages and (ii) it is accordingly agreed that the parties hereto (a) will waive, in any action for specific performance, the defense of adequacy of a remedy at law and (b) shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to compel specific performance of this Agreement in any action instituted in a court of competent jurisdiction.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, Parent, Purchaser and the Company have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above.

CIRCUIT CITY STORES, INC.
By:	/s/ Michael E. Foss
Name:	Michael E. Foss
Title:	Senior Vice President and CFO
WINSTON ACQUISITION CORP.
By:	/s/ W. Stephen Cannon
Name:	W. Stephen Cannon
Title:	President
INTERTAN, INC.
By:	/s/ Brian E. Levy
Name:	Brian E. Levy
Title:	President & CEO

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EXHIBIT A

CONDITIONS TO THE TENDER OFFER

Notwithstanding any other provision of the Offer, Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC including Rule l4e-1(c) under the Exchange Act (relating to Purchaser’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of the Offer) pay for any Company Common Shares tendered under the Offer, and may terminate or amend the Offer and may postpone the acceptance for payment of and payment for Company Common Shares tendered (in each case, in accordance with the Agreement), if (I) the Minimum Condition shall not have been satisfied after the Offer has remained open for at least 20 business days or (II) at any time before the acceptance for payment of Company Common Shares, any of the following events shall have occurred and be continuing:

(a) there shall have been enacted, entered, enforced or promulgated by any Governmental Entity any statute, rule, regulation, legislation, judgment, order or injunction, other than the routine application of the waiting period provisions of the HSR Act, which, directly or indirectly, (i) prohibits or makes illegal or otherwise directly or indirectly restrains or prohibits the Offer, the acceptance for payment of, or payment for, any Company Common Shares by Parent or Purchaser; (ii) prohibits or limits the ownership or operation by the Company, Parent or any of their respective Subsidiaries of all or any portion of the business or assets of the Company or any of its Subsidiaries or compels the Company, Parent or any of their respective Subsidiaries to dispose of or hold separate all or any portion of the business or assets of the Company, Parent or any of their respective Subsidiaries; or (iii) imposes limitations on the rights of ownership of Parent, Purchaser or any other affiliate of Parent with respect to the Company Common Shares; provided that Purchaser shall have used its reasonable best efforts to resist, resolve, defend against or lift, as applicable, such statute, rule, regulation, legislation, judgment, order or injunction;

(b) there shall have occurred and continue to exist (i) any general suspension of, or limitation on prices for, trading in securities on the New York Stock Exchange or the Toronto Stock Exchange or in the Nasdaq National Market, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or Canada or (iii) any limitation (whether or not mandatory) by any Governmental Entity that materially and adversely affects the extension of credit by banks or other lending institutions in the United States or Canada;

(c) the representations and warranties of the Company contained in Article III of this Agreement (which for these purposes shall exclude all qualifications or exceptions relating to “materiality” and/or Company Material Adverse Effect and/or Knowledge of the Company) shall not be true and correct, either (i) as of the date referred to in any representation or warranty which addresses matters as of a particular date or (ii) as to all other representations and warranties, as of the date of determination, in either case (other than with respect to Section 3.5, which shall be true and correct in all respects), except where the failure to be so true and correct would not, individually or in the aggregate, have a Company Material Adverse Effect; provided

A-1

that such breach or failure cannot be or has not been cured before the earlier of the 30th day after the giving of written notice thereof to the Company and the then current Expiration Date;

(d) the Company shall have failed to perform in any material respect any obligation under this Agreement or to comply in any material respect with any of its covenants or other obligations under this Agreement;

(e) the board of directors of the Company (or a special committee thereof) (i) shall have withdrawn, modified or changed in a manner adverse to Parent and Purchaser (including by amendment of the Schedule l4D-9) its recommendation of the Offer, this Agreement or the Merger; (ii) shall have recommended an Acquisition Proposal; or (iii) shall have adopted any resolution to effect the foregoing;

(f) any applicable waiting period under the HSR Act relating to the Offer and the Merger shall not have expired or been terminated;

(g) all material consents, approvals and authorizations required to be obtained before the consummation of the Offer and the Merger by the parties hereto from Governmental Entities to consummate the Offer and the Merger, shall not have been made or obtained, as the case may be;

(h) Purchaser shall not have received from the applicable Minister designated by the Governor in Council as the Minister for the purposes of the Investment Canada Act (the “Minister”) a notice under Section 21, 22 or 23 of the Investment Canada Act that the Minister is satisfied or is deemed to be satisfied, as the case may be, that the Offer represents an investment likely to be of net benefit to Canada to the extent such notice is required under such Act;

(i) the waiting periods prescribed under the Competition Act (Canada) (the “Competition Act”) shall not have expired or the requirement to give the requisite notice shall not have been waived in accordance with Section 113(c) of the Competition Act, and (i) Purchaser shall not have received from the Commissioner of Competition (the “Commissioner”) appointed under the Competition Act, an advance ruling certificate under Section 102 of the Competition Act in form and substance satisfactory to Purchaser, in its sole discretion, whereby the Commissioner certifies that he is satisfied that he would not have sufficient grounds on which to apply to the Competition Tribunal under Section 92 of the Competition Act in respect of the transactions contemplated by this Agreement; or (ii) the Commissioner shall not have advised Purchaser in writing, in form and substance satisfactory to Purchaser, in its sole discretion, that the Commissioner shall not oppose the Offer;

(j) the following actions shall not have been taken (which actions shall not have been rescinded and shall remain in full force and effect as of the Share Purchase Date): (i) the size of the board of directors of the Company shall have been increased to seven, (ii) all then current directors shall have resigned, effective as of the Share Purchase Date, other than three Independent Directors and any other then current director who may be designated by Parent, and (iii) a number of persons (the identity of whom shall be designated by Parent) equal to the aggregate vacancies so created shall have been elected, effective as of the Share Purchase Date, to fill the vacancies so created;

A-2

(k) the Rights Agent under the Rights Agreement shall not have entered into the amendment to the Rights Agreement described in Section 3.23, which amendment provides that the Rights Agreement shall not be applicable to Parent, Purchaser, the Offer, the Merger or the Transactions, in each case to the extent provided for and made consistent with the terms of this Agreement; or

(l) this Agreement shall have been terminated in accordance with its terms;

which, in the sole good faith judgment of Purchaser in any such case, makes it inadvisable to proceed with the Offer and/or such acceptance for payment of or payment for the Company Common Shares.

The foregoing conditions are for the sole benefit of Purchaser and Parent and may be asserted by Purchaser or Parent or may be waived by Parent or Purchaser in whole or in part at any time and from time to time in the sole discretion of Parent or Purchaser; provided that neither Purchaser nor Parent shall be entitled to assert the failure of any such condition if any breach of the obligations of Purchaser or Parent under this Agreement resulted in or contributed to the failure of that condition. The failure by Parent or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts and circumstances; and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time.

A-3

EX-99.D2

EXHIBIT (d)(2)

Execution Copy—Directors

FORM OF TENDER AGREEMENT

This TENDER AGREEMENT (“Agreement”), dated as of March 30, 2004, is entered into by and among Circuit City Stores, Inc., a Virginia corporation (“Parent”), Winston Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and the individual named on the signature page hereof (“Stockholder”). Capitalized terms used and not otherwise defined herein have the meaning set forth in the Acquisition Agreement and Agreement and Plan of Merger (the “Acquisition Agreement”) dated as of the date hereof by and among Parent, Purchaser and InterTAN, Inc., a Delaware corporation (the “Company”).

A. The Acquisition Agreement provides for Parent to acquire the Company by (i) causing Purchaser to make a tender offer as contemplated by the Acquisition Agreement (the “Offer”) for all of the issued and outstanding shares of common stock, $1.00 par value, of the Company (including the associated preferred stock purchase rights issued under the Rights Agreement, dated September 8, 1999, as amended, between the Company and EquiServe Trust Company, N.A., as successor to Bank Boston, N.A., as rights agent, the “Company Common Shares”) at a price of $14.00 per share in cash and (ii) as promptly as practicable after the closing of the Offer, causing Purchaser to merge with and into the Company, with each issued and outstanding Company Common Share not owned by Purchaser being converted into the same consideration paid per share in the Offer, subject to the terms and conditions set forth in the Acquisition Agreement.

B. The board of directors of the Company has adopted resolutions approving and declaring advisable the Acquisition Agreement and the other Transactions.

C. As an inducement to Parent and Purchaser to enter into the Acquisition Agreement and make the Offer, Stockholder has agreed to enter into this Agreement.

D. Stockholder is the beneficial owner of those Company Common Shares set forth opposite Stockholder’s name on Schedule 2(d) (as adjusted from time to time under Section 5, the “Subject Shares”). Stockholder also holds options to purchase the Company Common Shares set forth opposite Stockholder’s name on Schedule 2(d) (the “Company Options”). The Company Options shall not be deemed Subject Shares unless and until such Company Options are exercised by Stockholder.

E. Concurrently with the execution and delivery hereof, Parent and Purchaser are also entering into Tender Agreements in the form hereof with other stockholders of the Company (the “Other Tender Agreements”).

In consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound, the parties hereby agree as follows:

Section 1. Agreements of Stockholder.

(a) Agreement to Tender. Stockholder will tender the Subject Shares in accordance with the Offer no later than the fifth business day following the commencement of the Offer, or if Stockholder has not received the offering materials by such time, within two business days following receipt of such materials and will not withdraw any of the Subject Shares unless the Acquisition Agreement or the Offer is terminated in accordance with their respective terms. Stockholder will receive the same offer price received by the other stockholders of the Company in the Offer for the Company Common Shares so tendered. Purchaser’s obligation to accept for payment and pay for the Company Common Shares tendered in the Offer in accordance with this Agreement is subject to all the terms and conditions of the Offer set forth in the Acquisition Agreement.

(b) Stockholder Information. Stockholder will permit Parent and Purchaser to publish and disclose in the Offer Documents and, if approval of stockholders of the Company is required under applicable law, a proxy or information statement, his identity and ownership of Company Common Shares and the nature of his commitments, arrangements and understandings under this Agreement. Stockholder and his counsel will be given an opportunity to review and comment on the Offer Documents and the proxy or information statement before the filing thereof with the SEC.

(c) Block on Inconsistent Agreements or Actions. During the period from the date of this Agreement through the Termination Date (as defined below), Stockholder will not enter into any tender, voting or other such agreement, or grant a proxy or power of attorney, with respect to the Subject Shares that is inconsistent with this Agreement or otherwise take any other action with respect to the Subject Shares that would in any way restrict, limit or interfere with the performance of his obligations hereunder or the transactions contemplated hereby.

(d) No Transfer of Subject Shares. Stockholder will not transfer (except as otherwise provided herein) beneficial ownership of any Subject Shares or any interest therein other than in any estate planning transaction or to a charitable institution, family member or affiliate (each a “Permitted Transferee”) where the transferee in each case agrees to comply with all of the requirements of this Agreement with respect to the transferred Subject Shares. Any Permitted Transferee will become a “Stockholder” for all purposes hereunder. For the purposes of this Agreement, “transfer” means any sale, assignment, grant, transfer, gift, pledge, creation of a Lien (as defined below) or other disposition of any Subject Shares or any interest of any nature therein.

Section 2. Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to Parent and Purchaser as follows:

(a) Stockholder has the capacity to enter into this Agreement and the right and power to perform his obligations under this Agreement. This Agreement constitutes a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to (i) laws of general application relating to

bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

(b) Stockholder is not subject to or obligated under any provision of any contract or other agreement or any law, regulation, order, judgment, injunction or decree that would be breached (or with notice or lapse of time or both, would result in a breach) or violated by, or conflict with, the execution, delivery and performance of this Agreement by Stockholder.

(c) No authorization, consent, notice or approval of, or any filing with, any public body, court or authority is necessary for consummation by Stockholder of the agreements set forth in Section 1 and Section 4 of this Agreement, other than compliance with applicable securities laws.

(d) Stockholder is the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which meaning will apply for all purposes of this Agreement) of the Subject Shares and has full and unrestricted power to dispose of and to vote the Subject Shares, subject to applicable law. Except for the Subject Shares, and the Company Options as set forth on Schedule 2(d), Stockholder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of the Company that are or may by their terms be convertible or exchangeable into, or exercisable for, Company Common Shares.

(e) The Subject Shares are now and at all times during the term hereof will be held by Stockholder, or by a nominee or custodian for the benefit of Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever (“Liens”) (including any contractual restriction on the right to vote, sell or otherwise dispose of such Subject Shares), except for any such encumbrances or proxies arising hereunder or under applicable securities laws. Upon transfer to Purchaser or Parent, as the case may be, by Stockholder of the Subject Shares, and subject to the receipt by Stockholder of payment as contemplated by the Acquisition Agreement and this Agreement, Purchaser or Parent, as the case may be, will have title to the Subject Shares, free and clear of all Liens, other than restrictions under applicable securities laws.

(f) There is no action, suit, investigation, complaint or other proceeding pending against Stockholder or, to his knowledge, threatened against him or any other person, that restricts in any respect or prohibits (or, if successful, would restrict or prohibit) the exercise by any party of its rights under this Agreement or the performance by any party of its obligations under this Agreement.

Section 3. Representations and Warranties of Parent and Purchaser. Each of Parent and Purchaser represents and warrants to Stockholder as follows:

(a) Such party is validly existing and in good standing under the laws of its jurisdiction of organization and has full power and authority as an entity to execute and deliver this Agreement and the Acquisition Agreement.

(b) The execution and delivery by such party of this Agreement and the Acquisition Agreement and the performance by it of its obligations under this Agreement and the Acquisition Agreement have been duly authorized.

(c) This Agreement constitutes a valid and binding obligation of such party, enforceable against such party in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Section 4. Voting of Shares; Grant of Irrevocable Proxy; Appointment of Proxy.

(a) During the term of this Agreement, Stockholder will, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company, however called, or in connection with any written consent of stockholders of the Company, appear at the meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Subject Shares (i) in favor of the Merger and the Acquisition Agreement, (ii) against any action or agreement that would result in a breach of any representation, warranty or covenant of the Company in the Acquisition Agreement, and (iii) against any action or agreement that would impede, delay, interfere with or prevent the Merger, including any other extraordinary corporate transaction, such as an inversion of the Company; a merger, reorganization or liquidation involving the Company and a third party; or any other proposal of a third party to acquire the Company.

(b) Stockholder hereby appoints Parent and any nominee or representative of Parent, solely with respect to any item described in clauses (i), (ii) and/or (iii) of Section 4(a), its proxy and attorney-in-fact (with full power of substitution) during the term of this Agreement, for and in the name, place and stead of Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares, in connection with any meeting or solicitation of consents of stockholders of the Company.

(c) Stockholder hereby affirms that the proxy set forth in this Section 4 shall be irrevocable during the term of this Agreement and is given in connection with the execution of the Acquisition Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in Section 9 hereof, is intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law. The proxy and power of attorney granted hereunder shall terminate on the Termination Date.

(d) Stockholder hereby irrevocably waives any rights of appraisal or rights to dissent from the Merger that Stockholder may have.

Section 5. Certain Events. If there is any stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of the Company affecting Company Common Shares or upon the acquisition of additional Company Common Shares or other securities or rights of the Company by Stockholder, through the exercise of Company Options or otherwise, the number of Subject Shares will be adjusted appropriately, and this Agreement and the obligations hereunder will attach to any additional Company Common Shares or other securities or rights of the Company issued to or acquired by Stockholder.

Section 6. Grant of Option.

(a) Stockholder hereby grants to Parent an irrevocable option (the “Option”) to purchase the Subject Shares at a purchase price of $14.00 per Subject Share (subject to Section 6(d), the “Exercise Price”), in the manner set forth in this Section.

(b) At any time or from time to time before the termination of the Option granted hereunder in accordance with the terms of this Agreement, Parent (or its designee) may exercise the Option, in whole but not in part, if on or after the date hereof any corporation, partnership, individual, trust, unincorporated association, or other entity or “person” (as defined in Section 13(d)(3) of the Exchange Act), other than Parent, any of its “affiliates” (as defined in the Exchange Act) or any person acting in concert with either Parent or any such affiliate (a “Third Party”), has:

(i) commenced or publicly announced an intention to commence a bona fide tender offer or exchange offer for any Company Common Shares, the consummation of which would result in “beneficial ownership” (as defined under the Exchange Act) by such Third Party (together with all such Third Party’s affiliates and “associates” (as such term is defined in the Exchange Act)) of 15% or more of the then outstanding voting equity of the Company (either on a primary or a fully diluted basis);

(ii) acquired or entered into an agreement to acquire beneficial ownership of Company Common Shares which, when aggregated with any Company Common Shares already owned by such Third Party, its affiliates and associates, would result in the aggregate beneficial ownership by such Third Party, its affiliates and associates of 15% or more of the then outstanding voting equity of the Company (either on a primary or a fully diluted basis), provided, however, that “Third Party” for purposes of this clause (ii) will not include any corporation, partnership, person, other entity or group which beneficially owns more than 15% of the outstanding voting equity of the Company (either on a primary or a fully diluted basis) as of the date hereof and that does not, after the date hereof, increase such ownership percentage by more than an additional 3% of the outstanding voting equity of the Company (either on a primary or fully diluted basis); or

(iii) filed a Notification and Report Form under the HSR Act, reflecting an intent to acquire the Company or any assets or securities of the Company.

It will be a further condition to the exercisability of the Option that (x) Parent, Purchaser or Parent’s designee concurrently exercise in whole the option set forth in Section 6 of each of the Other Tender Agreements, and (y) the Acquisition Agreement shall have been terminated in accordance with its terms.

If Parent wishes to exercise the Option, Parent will give written notice (the “Option Notice”, with the date of the Option Notice being the “Notice Date”) to Stockholder specifying the place and date (not earlier than three nor later than five business days from the Notice Date) for closing such purchase (the “Closing”). Parent’s obligation to purchase Subject Shares upon exercise of the Option, and Stockholder’s obligation to sell the Subject Shares upon exercise of the Option, is subject (at the election of Parent) to the conditions that (i) no preliminary or permanent injunction or other order against the purchase, issuance or delivery of the Subject Shares issued by any federal, state or foreign court of competent jurisdiction is in effect (and no action or proceeding has been commenced or threatened for purposes of obtaining such an injunction or order) and (ii) any applicable waiting period under the HSR Act has expired. Parent’s obligation to purchase the Subject Shares upon exercise of the Option is further subject (at its election) to the condition that there has been no material breach of the representations, warranties, covenants or agreements of Stockholder contained in this Agreement. Notwithstanding the foregoing, any failure by Parent to purchase the Subject Shares upon exercise of the Option at the Closing as a result of the non-satisfaction of any of the foregoing conditions will not affect or prejudice Parent’s right to purchase the Subject Shares upon the subsequent satisfaction of such conditions.

(c) At the closing, (i) Stockholder will deliver to Parent the certificate or certificates representing the Subject Shares and (ii) Parent will pay the aggregate purchase price for the Subject Shares to be purchased by wire transfer of immediately available funds to accounts, which accounts will be designated in writing to Parent, in the amount of the Exercise Price times the number of Subject Shares to be purchased.

(d) If Parent or Purchaser pays a price higher than $14.00 per share for Subject Shares tendered into the Offer, the Exercise Price will be increased to equal such higher price.

Section 7. No Solicitation.

(a) Stockholder will not, in his capacity as a stockholder of the Company, and will use his reasonable best efforts to ensure that his investment bankers, attorneys, accountants, agents or other advisors or representatives (the “Stockholder Representatives”), directly or indirectly, will not take any action with respect to an Acquisition Proposal that the Company is prohibited from taking under clause (i) or (ii) of Section 5.3(a) of the Acquisition Agreement; provided that Stockholder will be entitled to participate in all actions that the Company is or would be entitled to take under Section

5.3(a) of the Acquisition Agreement so long as such actions are taken in compliance with such Section 5.3(a).

(b) Stockholder will cease and cause to be terminated all existing discussions or negotiations conducted by him or at his behest with respect to any Acquisition Proposal (other than with Parent and Purchaser).

(c) Notwithstanding anything in this Agreement to the contrary, the covenants and agreements set forth herein shall not prevent Stockholder from taking any action, subject to the applicable provisions of the Acquisition Agreement, while acting in his capacity as an officer and/or a director of the Company.

Section 8. Further Assurances. Stockholder will, upon request of Parent or Purchaser and at their expense, execute and deliver any additional documents and take such further actions as may reasonably be deemed by Parent or Purchaser to be necessary to carry out the provisions hereof, at the sole cost and expense of Parent or Purchaser as the case may be.

Section 9. Termination. Unless earlier terminated by mutual agreement of the parties, all of the obligations of the parties under this Agreement (including without limitation the Option, the obligation of Stockholder to tender the Subject Shares in the Offer and not withdraw such Subject Shares and any proxy, power of attorney or voting agreement) will terminate upon the first to occur of (i) the close of business on the fifth business day following the termination of the Acquisition Agreement in accordance with its terms, (ii) the acceptance for payment of the Subject Shares by Parent or Purchaser in the Offer or (iii) the Effective Time of the Merger (the “Termination Date”); provided, however, that (x) if an Option Notice is delivered before the Termination Date, the provisions set forth in Section 6 will survive any termination of this Agreement, and (y) whether or not the Merger is consummated, the provisions set forth in Section 10(h) will survive any termination of this Agreement.

Section 10. Miscellaneous Provisions.

(a) Notices. All notices and other communications hereunder will be in writing and will be deemed duly given (1) on the date of delivery if delivered personally, or by telecopy or telefacsimile, upon confirmation of receipt, (2) on the first business day following the date of dispatch if delivered by a recognized next-day courier service, or (3) on the third business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder will be given to Parent and Purchaser at their respective addresses stated in the Acquisition Agreement, and all notices to Stockholder will be given to Stockholder at the address set forth on the signature page hereto.

(b) No Waivers; Remedies; Amendment.

(i) No failure or delay by either party in exercising any right, power or privilege under this Agreement will operate as a waiver of the right, power or privilege. A single or partial exercise of any right, power or privilege will not

preclude any other further exercise of the right, power or privilege or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement will be cumulative and not exclusive of any rights or remedies provided by law.

(ii) In view of the uniqueness of the agreements contained in this Agreement and the transactions contemplated hereby and the fact that Parent and Purchaser would not have an adequate remedy at law for money damages if any obligation under this Agreement is not performed in accordance with its terms, Stockholder acknowledges that Parent and Purchaser will be entitled to specific enforcement of the terms of this Agreement in addition to any other remedy to which Parent and Purchaser may be entitled, at law or in equity.

(iii) No amendment, modification, termination or waiver of any provision of this Agreement, and no consent to any departure by Stockholder, Parent or Purchaser from any provision of this Agreement, will be effective unless it is in writing and signed and delivered by Stockholder, Parent and Purchaser, and then it will be effective only in the specific instance and for the specific purpose for which it is given.

(c) Successors and Assigns; Third Party Beneficiaries. No party will assign any of its rights or delegate any of its obligations under this Agreement (whether by operation of law or otherwise) without the prior written consent of the other party, except that Parent and Purchaser will have the right to assign to any direct or indirect wholly owned subsidiary of Parent or Purchaser any and all rights and obligations of Parent or Purchaser under this Agreement, provided that any such assignment will not relieve either Parent or Purchaser from any of its obligations hereunder. Any assignment or delegation in contravention of this Section will be void and will not relieve the assigning or delegating party of any obligation under this Agreement. Subject to the preceding sentence, the provisions of this Agreement will be binding upon and inure solely to the benefit of the parties hereto and their respective permitted heirs, executors, legal representatives, successors and assigns, and no other person.

(d) Governing Law. This Agreement and all rights, remedies, liabilities, powers and duties of the parties hereto and thereto, will be governed in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of laws thereof.

(e) Severability of Provision. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any court of competent jurisdiction or other authority, all other terms and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an

acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

(f) Entire Agreement. This Agreement, together with the Acquisition Agreement and any other documents and instruments as referenced herein, embodies the entire agreement and understanding of Stockholder, Parent and Purchaser, and supersedes all prior agreements or understandings, with respect to the subject matters of this Agreement.

(g) Survival. Except as otherwise specifically provided in this Agreement, each representation, warranty or covenant of a party contained in this Agreement will remain in full force and effect notwithstanding any investigation or notice to the contrary or any waiver by any other party or beneficiary of a related condition precedent to the performance by the other party or beneficiary of an obligation under this Agreement.

(h) Expenses. Except as otherwise specifically provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such cost or expense.

(i) Counterparts. This Agreement may be signed in any number of counterparts, including by facsimile, each of which will be an original, with the same effect as if all signatures were on the same instrument.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.

CIRCUIT CITY STORES, INC.

By:

Name:

Its:

WINSTON ACQUISITION CORP.

By:

Name:

Its:

STOCKHOLDER

Name:

Address:

SCHEDULE 2(d)

Shares Owned:

Shares Subject to Option:

EX-99.D3

EXHIBIT (d)(3)

Execution Copy—Executive Officers

FORM OF TENDER AGREEMENT

This TENDER AGREEMENT (“Agreement”), dated as of March 30, 2004, is entered into by and among Circuit City Stores, Inc., a Virginia corporation (“Parent”), Winston Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and the individual named on the signature page hereof (“Stockholder”). Capitalized terms used and not otherwise defined herein have the meaning set forth in the Acquisition Agreement and Agreement and Plan of Merger (the “Acquisition Agreement”) dated as of the date hereof by and among Parent, Purchaser and InterTAN, Inc., a Delaware corporation (the “Company”).

A. The Acquisition Agreement provides for Parent to acquire the Company by (i) causing Purchaser to make a tender offer as contemplated by the Acquisition Agreement (the “Offer”) for all of the issued and outstanding shares of common stock, $1.00 par value, of the Company (including the associated preferred stock purchase rights issued under the Rights Agreement, dated September 8, 1999, as amended, between the Company and EquiServe Trust Company, N.A., as successor to Bank Boston, N.A., as rights agent, the “Company Common Shares”) at a price of $14.00 per share in cash and (ii) as promptly as practicable after the closing of the Offer, causing Purchaser to merge with and into the Company, with each issued and outstanding Company Common Share not owned by Purchaser being converted into the same consideration paid per share in the Offer, subject to the terms and conditions set forth in the Acquisition Agreement.

B. The board of directors of the Company has adopted resolutions approving and declaring advisable the Acquisition Agreement and the other Transactions.

C. As an inducement to Parent and Purchaser to enter into the Acquisition Agreement and make the Offer, Stockholder has agreed to enter into this Agreement.

D. Stockholder is the beneficial owner of those Company Common Shares set forth opposite Stockholder’s name on Schedule 2(d) (as adjusted from time to time under Section 5, the “Subject Shares”). Stockholder also holds options to purchase the Company Common Shares set forth opposite Stockholder’s name on Schedule 2(d) (the “Company Options”). The Company Options shall not be deemed Subject Shares unless and until such Company Options are exercised by Stockholder.

E. Concurrently with the execution and delivery hereof, Parent and Purchaser are also entering into Tender Agreements in the form hereof with other stockholders of the Company (the “Other Tender Agreements”).

In consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound, the parties hereby agree as follows:

Section 1. Agreements of Stockholder.

(a) Agreement to Tender. Stockholder will tender the Subject Shares in accordance with the Offer no later than the fifth business day following the commencement of the Offer, or if Stockholder has not received the offering materials by such time, within two business days following receipt of such materials and will not withdraw any of the Subject Shares unless the Acquisition Agreement or the Offer is terminated in accordance with their respective terms. Notwithstanding the foregoing, however, if such tender of the Subject Shares would result in liability of Stockholder under Section 16(b) of the Exchange Act, Stockholder shall not be obligated to tender the Subject Shares. Stockholder will receive the same offer price received by the other stockholders of the Company in the Offer for the Company Common Shares so tendered. Purchaser’s obligation to accept for payment and pay for the Company Common Shares tendered in the Offer in accordance with this Agreement is subject to all the terms and conditions of the Offer set forth in the Acquisition Agreement.

(b) Stockholder Information. Stockholder will permit Parent and Purchaser to publish and disclose in the Offer Documents and, if approval of stockholders of the Company is required under applicable law, a proxy or information statement, his identity and ownership of Company Common Shares and the nature of his commitments, arrangements and understandings under this Agreement. Stockholder and his counsel will be given an opportunity to review and comment on the Offer Documents and the proxy or information statement before the filing thereof with the SEC.

(c) Block on Inconsistent Agreements or Actions. During the period from the date of this Agreement through the Termination Date (as defined below), Stockholder will not enter into any tender, voting or other such agreement, or grant a proxy or power of attorney, with respect to the Subject Shares that is inconsistent with this Agreement or otherwise take any other action with respect to the Subject Shares that would in any way restrict, limit or interfere with the performance of his obligations hereunder or the transactions contemplated hereby.

(d) No Transfer of Subject Shares. Stockholder will not transfer (except as otherwise provided herein) beneficial ownership of any Subject Shares or any interest therein other than in any estate planning transaction or to a charitable institution, family member or affiliate (each a “Permitted Transferee”) where the transferee in each case agrees to comply with all of the requirements of this Agreement with respect to the transferred Subject Shares. Any Permitted Transferee will become a “Stockholder” for all purposes hereunder. For the purposes of this Agreement, “transfer” means any sale, assignment, grant, transfer, gift, pledge, creation of a Lien (as defined below) or other disposition of any Subject Shares or any interest of any nature therein.

Section 2. Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to Parent and Purchaser as follows:

(a) Stockholder has the capacity to enter into this Agreement and the right and power to perform his obligations under this Agreement. This Agreement constitutes

a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

(b) Stockholder is not subject to or obligated under any provision of any contract or other agreement or any law, regulation, order, judgment, injunction or decree that would be breached (or with notice or lapse of time or both, would result in a breach) or violated by, or conflict with, the execution, delivery and performance of this Agreement by Stockholder.

(c) No authorization, consent, notice or approval of, or any filing with, any public body, court or authority is necessary for consummation by Stockholder of the agreements set forth in Section 1 and Section 4 of this Agreement, other than compliance with applicable securities laws.

(d) Stockholder is the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which meaning will apply for all purposes of this Agreement) of the Subject Shares and has full and unrestricted power to dispose of and to vote the Subject Shares, subject to applicable law. Except for the Subject Shares, and the Company Options as set forth on Schedule 2(d), Stockholder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of the Company that are or may by their terms be convertible or exchangeable into, or exercisable for, Company Common Shares.

(e) The Subject Shares are now and at all times during the term hereof will be held by Stockholder, or by a nominee or custodian for the benefit of Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever (“Liens”) (including any contractual restriction on the right to vote, sell or otherwise dispose of such Subject Shares), except for any such encumbrances or proxies arising hereunder or under applicable securities laws. Upon transfer to Purchaser or Parent, as the case may be, by Stockholder of the Subject Shares, and subject to the receipt by Stockholder of payment as contemplated by the Acquisition Agreement and this Agreement, Purchaser or Parent, as the case may be, will have title to the Subject Shares, free and clear of all Liens, other than restrictions under applicable securities laws.

(f) There is no action, suit, investigation, complaint or other proceeding pending against Stockholder or, to his knowledge, threatened against him or any other person, that restricts in any respect or prohibits (or, if successful, would restrict or prohibit) the exercise by any party of its rights under this Agreement or the performance by any party of its obligations under this Agreement.

Section 3. Representations and Warranties of Parent and Purchaser. Each of Parent and Purchaser represents and warrants to Stockholder as follows:

(a) Such party is validly existing and in good standing under the laws of its jurisdiction of organization and has full power and authority as an entity to execute and deliver this Agreement and the Acquisition Agreement.

(b) The execution and delivery by such party of this Agreement and the Acquisition Agreement and the performance by it of its obligations under this Agreement and the Acquisition Agreement have been duly authorized.

(c) This Agreement constitutes a valid and binding obligation of such party, enforceable against such party in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Section 4. Voting of Shares; Grant of Irrevocable Proxy; Appointment of Proxy.

(a) During the term of this Agreement, Stockholder will, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company, however called, or in connection with any written consent of stockholders of the Company, appear at the meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Subject Shares (i) in favor of the Merger and the Acquisition Agreement, (ii) against any action or agreement that would result in a breach of any representation, warranty or covenant of the Company in the Acquisition Agreement, and (iii) against any action or agreement that would impede, delay, interfere with or prevent the Merger, including any other extraordinary corporate transaction, such as an inversion of the Company; a merger, reorganization or liquidation involving the Company and a third party; or any other proposal of a third party to acquire the Company.

(b) Stockholder hereby appoints Parent and any nominee or representative of Parent, solely with respect to any item described in clauses (i), (ii) and/or (iii) of Section 4(a), its proxy and attorney-in-fact (with full power of substitution) during the term of this Agreement, for and in the name, place and stead of Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares, in connection with any meeting or solicitation of consents of stockholders of the Company.

(c) Stockholder hereby affirms that the proxy set forth in this Section 4 shall be irrevocable during the term of this Agreement and is given in connection with the execution of the Acquisition Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in Section 9 hereof, is intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law. The proxy and power of attorney granted hereunder shall terminate on the Termination Date.

(d) Stockholder hereby irrevocably waives any rights of appraisal or rights to dissent from the Merger that Stockholder may have.

Section 5. Certain Events. If there is any stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of the Company affecting Company Common Shares or upon the acquisition of additional Company Common Shares or other securities or rights of the Company by Stockholder, through the exercise of Company Options or otherwise, the number of Subject Shares will be adjusted appropriately, and this Agreement and the obligations hereunder will attach to any additional Company Common Shares or other securities or rights of the Company issued to or acquired by Stockholder.

Section 6. Grant of Option.

(a) Stockholder hereby grants to Parent an irrevocable option (the “Option”) to purchase the Subject Shares at a purchase price per Subject Share calculated as provided in Section 6(d) (the “Exercise Price”), in the manner set forth in this Section.

(b) At any time or from time to time before the termination of the Option granted hereunder in accordance with the terms of this Agreement, Parent (or its designee) may exercise the Option, in whole but not in part, if on or after the date hereof any corporation, partnership, individual, trust, unincorporated association, or other entity or “person” (as defined in Section 13(d)(3) of the Exchange Act), other than Parent, any of its “affiliates” (as defined in the Exchange Act) or any person acting in concert with either Parent or any such affiliate (a “Third Party”), has:

(i) commenced or publicly announced an intention to commence a bona fide tender offer or exchange offer for any Company Common Shares, the consummation of which would result in “beneficial ownership” (as defined under the Exchange Act) by such Third Party (together with all such Third Party’s affiliates and “associates” (as such term is defined in the Exchange Act)) of 15% or more of the then outstanding voting equity of the Company (either on a primary or a fully diluted basis);

(ii) acquired or entered into an agreement to acquire beneficial ownership of Company Common Shares which, when aggregated with any Company Common Shares already owned by such Third Party, its affiliates and associates, would result in the aggregate beneficial ownership by such Third Party, its affiliates and associates of 15% or more of the then outstanding voting equity of the Company (either on a primary or a fully diluted basis), provided, however, that “Third Party” for purposes of this clause (ii) will not include any corporation, partnership, person, other entity or group which beneficially owns more than 15% of the outstanding voting equity of the Company (either on a primary or a fully diluted basis) as of the date hereof and that does not, after the date hereof, increase such ownership percentage by more than an additional 3% of the outstanding voting equity of the Company (either on a primary or fully diluted basis); or

(iii) filed a Notification and Report Form under the HSR Act, reflecting an intent to acquire the Company or any assets or securities of the Company.

It will be a further condition to the exercisability of the Option that (x) Parent, Purchaser or Parent’s designee concurrently exercise in whole the option set forth in Section 6 of each of the Other Tender Agreements, and (y) the Acquisition Agreement shall have been terminated in accordance with its terms.

If Parent wishes to exercise the Option, Parent will give written notice (the “Option Notice”, with the date of the Option Notice being the “Notice Date”) to Stockholder specifying the place and date (not earlier than three nor later than five business days from the Notice Date) for closing such purchase (the “Closing”). Parent’s obligation to purchase Subject Shares upon exercise of the Option, and Stockholder’s obligation to sell the Subject Shares upon exercise of the Option, is subject (at the election of Parent) to the conditions that (i) no preliminary or permanent injunction or other order against the purchase, issuance or delivery of the Subject Shares issued by any federal, state or foreign court of competent jurisdiction is in effect (and no action or proceeding has been commenced or threatened for purposes of obtaining such an injunction or order) and (ii) any applicable waiting period under the HSR Act has expired. Parent’s obligation to purchase the Subject Shares upon exercise of the Option is further subject (at its election) to the condition that there has been no material breach of the representations, warranties, covenants or agreements of Stockholder contained in this Agreement. Notwithstanding the foregoing, any failure by Parent to purchase the Subject Shares upon exercise of the Option at the Closing as a result of the non-satisfaction of any of the foregoing conditions will not affect or prejudice Parent’s right to purchase the Subject Shares upon the subsequent satisfaction of such conditions.

(c) At the closing, (i) Stockholder will deliver to Parent the certificate or certificates representing the Subject Shares and (ii) Parent will pay the aggregate purchase price for the Subject Shares to be purchased by wire transfer of immediately available funds to accounts, which accounts will be designated in writing to Parent, in the amount of the Exercise Price times the number of Subject Shares to be purchased.

(d) The Exercise Price will be equal to the quotient of (i) (x) the Offer Price times the number of Subject Shares, minus (y) the aggregate amount paid by Stockholder for the SPP Shares, divided by (ii) (x) the number of Subject Shares minus (y) the number of SPP Shares. As used in this section, the “Offer Price” means $14.00 per share, provided that if Parent or Purchaser pays a price higher than $14.00 per share for Subject Shares tendered into the Offer, the “Offer Price” means such higher price. As used in this section, “SPP Shares” means those Subject Shares that were purchased by Stockholder in transactions not exempt under Section 16(b) of the Exchange Act during the period beginning six months before the day the Option becomes exercisable.

Section 7. No Solicitation.

(a) Stockholder will not, in his capacity as a stockholder of the Company, and will use his reasonable best efforts to ensure that his investment bankers, attorneys, accountants, agents or other advisors or representatives (the “Stockholder Representatives”), directly or indirectly, will not take any action with respect to an Acquisition Proposal that the Company is prohibited from taking under clause (i) or (ii) of Section 5.3(a) of the Acquisition Agreement; provided that Stockholder will be entitled to participate in all actions that the Company is or would be entitled to take under Section 5.3(a) of the Acquisition Agreement so long as such actions are taken in compliance with such Section 5.3(a).

(b) Stockholder will cease and cause to be terminated all existing discussions or negotiations conducted by him or at his behest with respect to any Acquisition Proposal (other than with Parent and Purchaser).

(c) Notwithstanding anything in this Agreement to the contrary, the covenants and agreements set forth herein shall not prevent Stockholder from taking any action, subject to the applicable provisions of the Acquisition Agreement, while acting in his capacity as an officer and/or a director of the Company.

Section 8. Further Assurances. Stockholder will, upon request of Parent or Purchaser and at their expense, execute and deliver any additional documents and take such further actions as may reasonably be deemed by Parent or Purchaser to be necessary to carry out the provisions hereof, at the sole cost and expense of Parent or Purchaser as the case may be.

Section 9. Termination. Unless earlier terminated by mutual agreement of the parties, all of the obligations of the parties under this Agreement (including without limitation the Option, the obligation of Stockholder to tender the Subject Shares in the Offer and not withdraw such Subject Shares and any proxy, power of attorney or voting agreement) will terminate upon the first to occur of (i) the close of business on the fifth business day following the termination of the Acquisition Agreement in accordance with its terms, (ii) the acceptance for payment of the Subject Shares by Parent or Purchaser in the Offer or (iii) the Effective Time of the Merger (the “Termination Date”); provided, however, that (x) if an Option Notice is delivered before the Termination Date, the provisions set forth in Section 6 will survive any termination of this Agreement, and (y) whether or not the Merger is consummated, the provisions set forth in Section 10(h) will survive any termination of this Agreement.

Section 10. Miscellaneous Provisions.

(a) Notices. All notices and other communications hereunder will be in writing and will be deemed duly given (1) on the date of delivery if delivered personally, or by telecopy or telefacsimile, upon confirmation of receipt, (2) on the first business day following the date of dispatch if delivered by a recognized next-day courier service, or

(3) on the third business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder will be given to Parent and Purchaser at their respective addresses stated in the Acquisition Agreement, and all notices to Stockholder will be given to Stockholder at the address set forth on the signature page hereto.

(b) No Waivers; Remedies; Amendment.

(i) No failure or delay by either party in exercising any right, power or privilege under this Agreement will operate as a waiver of the right, power or privilege. A single or partial exercise of any right, power or privilege will not preclude any other further exercise of the right, power or privilege or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement will be cumulative and not exclusive of any rights or remedies provided by law.

(ii) In view of the uniqueness of the agreements contained in this Agreement and the transactions contemplated hereby and the fact that Parent and Purchaser would not have an adequate remedy at law for money damages if any obligation under this Agreement is not performed in accordance with its terms, Stockholder acknowledges that Parent and Purchaser will be entitled to specific enforcement of the terms of this Agreement in addition to any other remedy to which Parent and Purchaser may be entitled, at law or in equity.

(iii) No amendment, modification, termination or waiver of any provision of this Agreement, and no consent to any departure by Stockholder, Parent or Purchaser from any provision of this Agreement, will be effective unless it is in writing and signed and delivered by Stockholder, Parent and Purchaser, and then it will be effective only in the specific instance and for the specific purpose for which it is given.

(c) Successors and Assigns; Third Party Beneficiaries. No party will assign any of its rights or delegate any of its obligations under this Agreement (whether by operation of law or otherwise) without the prior written consent of the other party, except that Parent and Purchaser will have the right to assign to any direct or indirect wholly owned subsidiary of Parent or Purchaser any and all rights and obligations of Parent or Purchaser under this Agreement, provided that any such assignment will not relieve either Parent or Purchaser from any of its obligations hereunder. Any assignment or delegation in contravention of this Section will be void and will not relieve the assigning or delegating party of any obligation under this Agreement. Subject to the preceding sentence, the provisions of this Agreement will be binding upon and inure solely to the benefit of the parties hereto and their respective permitted heirs, executors, legal representatives, successors and assigns, and no other person.

(d) Governing Law. This Agreement and all rights, remedies, liabilities, powers and duties of the parties hereto and thereto, will be governed in accordance with

the laws of the State of Delaware without giving effect to the principles of conflicts of laws thereof.

(e) Severability of Provision. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any court of competent jurisdiction or other authority, all other terms and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

(f) Entire Agreement. This Agreement, together with the Acquisition Agreement and any other documents and instruments as referenced herein, embodies the entire agreement and understanding of Stockholder, Parent and Purchaser, and supersedes all prior agreements or understandings, with respect to the subject matters of this Agreement.

(g) Survival. Except as otherwise specifically provided in this Agreement, each representation, warranty or covenant of a party contained in this Agreement will remain in full force and effect notwithstanding any investigation or notice to the contrary or any waiver by any other party or beneficiary of a related condition precedent to the performance by the other party or beneficiary of an obligation under this Agreement.

(h) Expenses. Except as otherwise specifically provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such cost or expense.

(i) Counterparts. This Agreement may be signed in any number of counterparts, including by facsimile, each of which will be an original, with the same effect as if all signatures were on the same instrument.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.

CIRCUIT CITY STORES, INC.

By:

Name:

Its:

WINSTON ACQUISITION CORP.

By:

Name:

Its:

STOCKHOLDER

Name:

Address:

SCHEDULE 2(d)

Shares Owned:

Shares Subject to Option:

EX-99.D4

EXHIBIT (d)(4)

InterTan Canada, Ltd. Employment Agreement for Brian E. Levy

This EMPLOYMENT AGREEMENT is made, entered into, and is effective as of the 30th day of March, 2004 (the “Effective Date”), by and between InterTan Canada, Ltd. , (the “Company”), Circuit City Stores, Inc., and Brian E. Levy (the “Executive”).

WHEREAS, this Employment Agreement is valid only if the Tender Offer Agreement date March 30, 2004 is accepted and approved for a minimum of 50.1% shares.

WHEREAS, the Company desires to employ the Executive as President and Chief Executive Officer of the Company and Chairman of Logitech Electronics, Inc. ;

WHEREAS, the Company recognizes the Executive’s intimate knowledge and experience in the business of the Company, and desires to secure the employment of the Executive in the role of President and Chief Executive Officer of the Company.

WHEREAS, the Executive will develop and/or come in contact with the Company’s proprietary and confidential information which is not readily available to the public, and which is of great importance to the Company and is treated by the Company as secret and confidential information.

WHEREAS, this Employment Agreement supercedes and fully replaces any other Employment Agreement between the Company and the Executive.

NOW, THEREFORE, in consideration of the Executive’s continued employment and of the mutual covenants and agreements of the parties set forth in this Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Article 1. Term of Employment

The Company hereby agrees to employ the Executive and the Executive hereby accepts employment as President and Chief Executive Officer of the Company, in accordance with the terms and conditions set forth herein, for an initial period of three (3) years, commencing as of the Effective Date of this Agreement as indicated above (the “Initial Term”); subject, however, to earlier termination as expressly provided herein.

The Initial Term shall automatically be renewed for additional periods of one (1) year each at the end of the Initial Term, and then again after each successive year thereafter (collectively, the “Renewal Periods,” which, together with the Initial Term, constitute the “Term” of this Agreement). However, either party may terminate this Agreement at the end of the Initial Term, or at the end of any Renewal Period, by giving the other party written notice of intent not to renew, delivered at least forty-five (45) days prior to the end of the Initial Term or any Renewal Period. For purposes of this Agreement, an “Employment Year” shall mean any twelve (12) month period during the Term of this Agreement beginning on the Effective Date or on any anniversary thereof.

Article 2. Position and Responsibilities

During the Term of this Agreement, the Executive agrees to serve as President and Chief Executive Officer of the Company. In his capacity as President and Chief Executive Officer of the Company, the Executive shall report to the President and Chief Executive Officer of Circuit City Stores, Inc by the Company and shall have the duties and responsibilities of President and Chief Executive Officer of the Company and such other duties and responsibilities not inconsistent with the performance of his duties as President and Chief Executive Officer of the Company.

Article 3. Standard of Care

During the term of this Agreement, the Executive agrees to devote substantially his full-time attention and energies to the Company’s business, including the business of any related entity. The Executive covenants, warrants, and represents that he shall:

(a) Devote his full and best efforts and talents full time to the performance of his employment obligations and duties for the Company;

(b) Exercise the highest degree of loyalty and the highest standards of conduct in the performance of his duties;

(c) Comply with all rules, regulations, and policies established or issued by the Company; and

(d) Refrain from taking advantage, for himself or others, of any corporate opportunities of the Company.

Article 4. Other Employment

The Executive shall not, during the term hereof, be interested directly or indirectly, in any manner, as partner, officer, director, investor, stockholder,

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advisor, employee, or in any other capacity, in any other business similar to the Company’s business for the Executive’s personal advantage or benefit or that of others. Any other employment or position which might reasonably be deemed contrary to the best interests of the Company is prohibited. During the term of employment hereunder, the Executive agrees to obtain the Company’s written consent prior to entering into any other occupation, even if dissimilar to that of the Company. Such consent may be granted or withheld, in the Company’s absolute discretion. Nothing herein contained shall be deemed to prevent or limit the right of the Executive to invest in the capital stock or other securities of any corporation whose stock or securities are regularly traded on any public exchange, nor shall anything herein contained be deemed to prevent the Executive from investing in real estate for his own benefit (so long as such investment (a) is not related to or in support of any entity engaged in a business similar to that of the Company or (b) does not detract from the Executive’s performance of his duties and obligations hereunder).

Article 5. Compensation and Benefits

As remuneration for all services to be rendered by the Executive during the Employment Period, and as consideration for complying with the covenants herein, the Company shall pay and provide to the Executive the following:

5.1. Base Salary. During the Term of this Agreement, the Company shall pay the Executive a Base Salary in an amount which shall be established and approved by the Compensation Committee of the Board of Directors; provided, however, that such Base Salary shall be established at a rate of not less than $530,000 (US$) plus $15,000 (US$) annual car allowance including actual gasoline costs per year. This Base Salary shall be subject to all applicable income and employment taxes and payable in accordance with the normal payroll practices of the Company. The Base Salary shall be reviewed at least annually following the Effective Date of this Agreement, while the Term of this Agreement is in force, to ascertain whether, in the judgment of the Compensation Committee, such Base Salary should be changed. If changed, the Base Salary as stated above shall, likewise, be changed for all purposes of this Agreement.

5.2. Annual Bonus. In addition to his Base Salary, the Executive shall be entitled to participate in the Company’s short-term incentive program, as such program may exist from time to time during the Term of this Agreement.

Under the Company’s short-term incentive plan, the Executive has the opportunity to earn an annual bonus with respect to any fiscal year of the Company (“Annual Bonus”). The Annual Bonus, if earned with respect to a particular fiscal year, is targeted at sixty-six percent (66%) of the Executive’s Base Salary for the fiscal year with respect to which the Annual Bonus is being paid and is commensurate with the position of President and Chief Executive Officer of the Company. The Annual Bonus is subject to the performance of both

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the Company and the Executive and is dependent upon the approval of the Compensation Committee of the Company. The award and amount of any Annual Bonus shall be determined under the Company’s short-term incentive plan, at the sole discretion of the Company’s Compensation Committee.

5.3. Long-Term Incentives. During the Term of this Agreement, the Executive shall be eligible to participate in the Company’s long-term incentive plan, to the extent that the Board of Directors of the Company or the Compensation Committee, in their discretion, determines is appropriate. The Board of Directors will make its determination consistent with the methodology used by the Company for compensating its comparably situated employees.

Specifically, subject to the terms and conditions of the applicable long-term incentive plan of Circuit City Stores, Inc. (“Circuit City”), the Executive shall be awarded forty five thousand (45,000) shares of restricted stock of Circuit City, i.e., “Turnaround Shares” that will be scheduled to vest in February 2006. Executive must formally accept such award of Turnaround Shares, in writing, on a form acceptable to Circuit City. Moreover, subject to the terms and conditions of the applicable stock option plan(s) of Circuit City, the Executive shall also be awarded seventy-five thousand (75,000) “nonqualified” stock options in Circuit City stock, that will be scheduled to vest in June 2006.

In addition, the Executive will receive fifty thousand (50,000) “sign-on” nonqualified stock options in Circuit City stock, that will be scheduled to vest in four (4) equal installments over the next four (4) years from the date of the formal grant of such stock options.

5.4. Retirement Benefits. During the Term of this Agreement, the Company shall provide to the Executive the opportunity for participation in all Company pension, insurance, fringe benefit, and executive compensation plans and programs, subject to the eligibility and participation requirements of such plans. The Executive’s opportunity for participation in all of the plans offered to Canada-based employees will comply with the requirements of this Article 5.4. In any event, the Executive’s current insurance and fringe benefit plans will remain in force until such time as they may be replaced by plans at least similar in benefit type and amount to those in which the Executive is currently provided so long as the Executive’s principal employment is in Canada and in accordance with applicable Canadian law.

5.5. Employee Benefits. During the Term of this Agreement, the Company shall provide the Executive all benefits, as commensurate with the position of President and Chief Executive Officer of the Company, but at a minimum not less than those provided by the Company to other comparably situated employees subject to the eligibility requirements and other provisions of such arrangements. Such benefits may include group term life insurance, comprehensive health and major medical insurance, dental and life insurance,

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and short-term and long-term disability. The provision of benefits comparable to other Canada based officers will comply with the requirements of this Article 5.5.

5.6. Perquisites. During the Term of this Agreement, the Company shall provide to the Executive, at the Company’s cost, all perquisites, which are commensurate with the position of President and Chief Executive Officer of the Company.

5.7. Right to Change Plans. By reason of Articles 5.4 and 5.5 herein, the Company shall not be obligated to institute, maintain, or refrain from changing, amending, or discontinuing any benefit plan or perquisite, so long as such changes are similarly applicable to comparably situated employees. . In any event, the Executive’s current insurance and fringe benefit plans will remain in force until such time as they may be replaced by plans at least similar in benefit type and amount to those in which the Executive is currently provided so long as the Executive’s principal employment is in Canada and in accordance with applicable Canadian law.

5.8 Company Deferred Compensation Plan. The Company will assume all liabilities under the InterTan, Inc. Deferred Compensation Plan (for purposes of this Article 5.8 only, the “Plan”) and that the Plan will be amended to provide that the Executive’s Plan Benefit Amount, as that term is defined in the Plan ($3,725,000 US), may be payable to the Executive in three equal installments as follows: $1,229,250 US $ payment of the Executive’s Plan Benefit Amount will be paid immediately upon the last to occur of (i) the successful closing of the tender offer contemplated by that certain Tender Agreement and Acquisition Agreement and Agreement and Plan of Merger dated on or about March 30, 2004 (the “Closing”), and (ii) the full execution of this Agreement by all required parties; and second and third installments, as described below, shall be deposited directly into an escrow account immediately after Closing. Assuming that the first $1,229,250 US $ payment is made, the second $1,229,250 US $ payment of the Executive’s Plan Benefit Amount shall be paid as soon as reasonably practicable following the date that is two years following the Closing. Assuming that the first and the second payments are made, the third and final payment of $1,226,500 US $ of the Executive’s Plan Benefit Amount shall be paid as soon as reasonably practicable following the date that is three (3) years following the Closing.

In the event that the Executive’s employment terminates as the result of his death pursuant to Article 7.1 before all payments are made under this Article 5.8, then such payments will be made to the Executive’s estate, when due. In the event that the Executive’s employment is terminated due to disability under Article 7.2 before all payments are made under this Article 5.8, then such payments will be made to the Executive, or to the Executive’s personal representative, if applicable. Circuit City Stores, Inc. (“Circuit City”) will

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guarantee the obligations of the Company to the Executive under the Plan, as it is amended consistent with this Article. Notwithstanding anything to the contrary in this Article 5.8, the Executive shall not be entitled to any payments, or any further payments, under this Article 5.8 if his employment is terminated under this Agreement pursuant to Article 7.5 (c) of this Agreement.

Article 6. Expenses

During the Term of this Agreement, the Company shall pay or reimburse the Executive for all ordinary and necessary expenses, in a reasonable amount, which the Executive incurs in performing his duties under this Agreement including, but not limited to, travel, entertainment, professional dues and subscriptions, and all dues, fees, and expenses associated with membership in various professional, business, and civic associations and societies in which the Company finds that the Executive’s participation is in the best interests of the Company. The payment of reimbursement of expenses shall be subject to such rules concerning documentation of expenses and the type or magnitude of such expenses as the Compensation Committee of the Board of Directors may establish from time to time.

Article 7. Employment Termination

7.1. Termination Due to Retirement or Death. In the event the Executive’s employment ends by reason of Retirement (defined as voluntary “Normal Retirement” under the then established definitions and rules of the Company’s tax-qualified retirement plan in which the Executive participates) or the Executive’s death during the term of this Agreement, the Executive’s benefits shall be determined in accordance with the Company’s retirement, survivor’s benefits, insurance, and/or other applicable programs of the Company then in effect. In addition, all stock grants, except performance-based grants in the case of Retirement, will become immediately vested and may be exercised by the Executive, the Executive’s personal representatives, distributees, legatees, or estate at any time before the expiration date of the grant.

The Effective Date of Termination due to Retirement or death shall be (a) ninety (90) days following the date the Executive provides the Company with written notice that the Executive is ending employment by reason of Retirement or (b) on the Executive’s date of death, as the case may be. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive or, if applicable, the Executive’s estate; (a) any salary that was accrued but not yet paid as of the Effective Date of Termination; (b) the unpaid Annual Bonus, if any, with respect to the calendar year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Section 4.2 had there been no termination of the Employment Period); (c) a pro rata share of the target Annual Bonus for the calendar year in which the Effective

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Date of Termination occurs (the calculation by which the target Annual Bonus is multiplied by a fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365)); and (d) all other rights and benefits that the Executive is vested in, pursuant to other plans and programs of the Company or Circuit City Stores, Inc.

7.2. Termination Due to Disability. The Company shall have the right to terminate the Executive’s employment for disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the Executive to be unable to substantially perform the Executive’s normal duties; provided however that the Executive shall not be considered disabled until: (i) the Executive has been so disabled for 180 days during any period of twelve (12) consecutive months; (ii) the Executive’s attending physician shall have furnished to the Company certification that the return of the Executive to his normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, if any.

The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive’s immediate manager, and such written notice shall be delivered to the Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive [or, if applicable, the Executive’s estate]: (a) any salary that was accrued but not yet paid as of the Effective Date of Termination; (b) the unpaid Annual Bonus, if any, with respect to the calendar year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 5.2 had there been no termination of the Employment Period); and (c) all other rights and benefits that the Executive is vested in, pursuant to other plans and programs of the Company.

It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his Disability will exist for more than such a period of time, shall not constitute a failure by him to perform his duties hereunder and shall not be deemed a breach or default, and the Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the term of this Agreement.

If the employment of the Executive terminates because of disability, all of the Executive’s outstanding stock grants, including performance based grants, will become immediately vested, effective as of the date of the Executive’s disability. Then, the Executive, the Executive’s personal representatives,

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distributees, or legatees may exercise the Executive’s grants at any time before the expiration date of the grant.

7.3. Voluntary Termination by the Executive. The Executive may terminate his employment and this Agreement at any time by giving the Company at least forty-five (45) days written notice. The Company reserves the right to require the Executive not to work during the notice period but shall pay the Executive his full Base Salary, at the rate then in effect as provided in Article 5.1 herein, through the notice period plus all other benefits to which the Executive has a vested right on the last day of employment (for purposes of this paragraph, the Executive shall not be paid any Annual Bonus with respect to the fiscal year in which voluntary termination under this Article 7.3 occurs). The Company thereafter shall have no further obligations under this Agreement.

7.4. Involuntary Termination by the Company Without Cause. The Company may terminate the Executive’s employment, at any time, for any reason other than death, Disability, Retirement, or for Cause (“involuntary termination without Cause”), by providing the Executive with at least forty-five (45) days written notice. In the event that the Company exercises this Article 7.4 within the first twenty-four (24) months of employment, the Executive will not be entitled to the provisions of this Article 7.4. The Executive will however, be provided with his Deferred Compensation as described in Article 5.8 above.

In the event that the Company exercises this Article 7.4 after the conclusion of twenty-four (24) months of employment, the following terms apply:

(a) The Company’s decision not to renew this Agreement at the Expiration Date of the Initial Term or any Renewal Period shall be deemed an involuntary termination without cause; provided, however, that for purposes of this Article 7.4(a), no variation, alteration, modification, cancellation, change or amendment made to this Agreement pursuant to Article 12.3 or 12.4 at a time other than the Expiration Date of the Initial Term or any Renewal Period, shall be deemed an involuntary termination without Cause.

(b) Upon the Effective Date of Termination specified by the Company for termination by the Company without cause, the Company shall pay to the Executive, in equal monthly installments over the following eighteen (24) month period an amount equal to the product of two (2) times both the Executive’s Base Salary and the Executive’s target Annual Bonus established for the fiscal year in which the Executive’s Effective Date of Termination occurs. In addition, the Company shall continue, at the same cost to the Executive as existed as of the Effective Date of Termination, all health and welfare benefit plan participation for one (1) full year following the Executive’s termination of employment

(c) The Company shall also provide the Executive with six months of outplacement services.

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(d) Any unvested stock options or any outstanding restricted stock, excluding restricted stock grants issued under a performance based plan, that would become vested (that is, transferable and non-forfeitable) if the Executive remained an employee through the Initial Term or the then current Renewal Period of this Agreement will become vested as of the date of the Executive’s termination of employment. The Executive must satisfy the tax withholding requirements.

The Company thereafter shall have no further obligations under this Agreement.

7.5. Termination For Cause. Nothing in this Agreement shall be construed to prevent the Company from terminating the Executive’s employment under this Agreement, without notice or liability for doing so, for “Cause.”

For purposes of this Agreement, “Cause” means:

(a) The Executive’s material breach of this Agreement, which breach is not cured within ten (10) days of receipt by the Executive of written notice from the Company specifying the breach;

(b) The Executive’s gross negligence in the performance of his material duties hereunder, intentional nonperformance or intentional misperformance of such duties, misconduct or refusal to abide by or comply with the directives of the Board, his superior officers, or the Company’s policies and procedures, which actions continue for a period of ten (10) days after receipt by the Executive of written notice of the need to cure or cease;

(c) Conviction of a felony or other crime involving moral turpitude;

(d) The Executive engaging in illegal conduct, dishonesty or fraud with respect to the business or affairs of the Company that in the reasonable judgment of the Company materially and adversely affects the operations or reputation of the Company; or

(e) Failure of the Executive to disclose to the Executive’s superior a conflict of interest, of which the Executive knew or, with reasonable diligence, would have known, in connection with any transaction entered into on behalf of the Company.

(f) Failure of the Executive to agree to a modification of this Agreement, pursuant to paragraph 12.3 below, when the purpose of the modification is to comply with applicable federal, state and/or local laws or regulations, or when such modification is designed to further define the restrictions of Article 8 or otherwise enhance the enforcement of Article 8 without increasing the scope of the Article 8 restrictions.

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In the event this Agreement is terminated for Cause, the Company shall pay the Executive his Base Salary through the Effective Date of Termination for cause and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits) he would otherwise have been entitled to receive under this Agreement. The Company thereafter shall have no further obligations under this Agreement.

7.6. Termination for Good Reason. At any time during the term of this Agreement, the Executive may terminate this Agreement for Good Reason (as defined below) by giving the Company forty-five (45) days written notice, which notice sets forth in detail the facts and circumstances claimed to provide a basis for such termination. However, Company shall, at its option, have thirty (30) days from receipt of such written notice to cure any event or circumstance that could constitute Good Reason.

If Company chooses not to cure, the Effective Date of Termination for Good Reason shall occur upon the expiration of the forty-five (45) days prior notice period that is specified by the Executive in the written notice, and the Company shall pay and provide to the Executive the benefits set forth in this Article 7.6.

For purposes of this Agreement, Good Reason shall mean, without the Executive’s express written consent, the occurrence of any one (1) or more of the following:

(a) Failing to maintain the Executive’s participation in the Company’s annual bonus and long-term incentive plan in a manner that is consistent with other similarly situated Executive employees of the Company; or

(b) Failing to maintain the Executive’s benefits under, or relative level of participation in, the Company’s employee benefit or retirement plans, perquisites, policies, practices, or arrangements in which the Executive participates as of the Effective Date of this Agreement at a level consistent with other similarly situated Executive employees of the Company.

(c) Reducing the Executive’s Base Salary;

(d) Terminating the Executive’s employment otherwise than as expressly permitted by this Agreement; or

(e) Failing to comply with and satisfy Article 10.1 by requiring any successor to the Company to assume and agree to perform the Company’s obligations hereunder.

Upon the Effective Date of Termination, the Executive shall be entitled to receive the same payments and benefits as he is entitled to receive following an involuntary termination of his employment by the Company without Cause, as

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specified in Article 7.4 herein. Said payment shall commence within forty-five (45) calendar days following the Effective Date of Termination.

The Executive’s right to terminate employment for Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness.

Article 8. Noncompetition and Confidentiality

8.1. Noncompetition.

(a) During the Executive’s employment and for a period of eighteen (18) months following the last day of the Executive’s employment, the Executive shall not directly or indirectly compete with the Company and any related entity by engaging, in a competitive capacity, in any business that is engaged in the same or similar business of the Company and any related entity in one or more Metropolitan Statistical Areas or their Canadian equivalent (“MSAs”) in which the Company and any related entity is doing business on the last day of the Executive’s employment. A business will not be considered to be in competition with the Company or any related entity for purposes of this paragraph 8.1(a) or paragraph 8.1(b) below if:

(i) The business or the operating unit of the business in which the Executive is employed or with which the Executive is associated (collectively the “Business Unit”) is not engaged in the retail sales of consumer electronics;

(ii) If sales of the Business Unit’s products or services in the retail sales and service of consumer electronics constitute less than ten percent (10%) of such Business Unit’s sales; or

(iii) If the sales of the Business Unit in the retail sales and service of consumer electronics do constitute more than ten percent (10%) of the sales of the Business Unit, but there is no geographic overlap between such Business Unit’s and the Company’s business locations.

Notwithstanding the foregoing, nothing herein shall be deemed to prevent or limit the right of the Executive to invest in the capital stock or other securities of any corporation whose stock or securities are regularly traded on any public exchange, nor shall anything herein contained be deemed to prevent Employee from investing in real estate for his own benefit (as long as such investment is not related to or in support of any entity engaged in the same or similar business as the Company or any related entity in competition with the Company and any related entity in one or more MSA’s in which the Company and any related entity is doing business during the Executive’s employment).

(b) During the Executive’s employment and for a period of eighteen (18) months following the last day of the Executive’s employment, the Executive

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shall not directly or indirectly compete with the Company and any related entity by engaging, in a competitive capacity, in any business engaged in the same or similar business of the Company and any related entity in one or more MSAs where, on the last day of the Executive’s employment, the Company and any related entity is engaged in real estate site selection or has taken further steps toward the commencement of operations in the future, of which the Executive is aware.

(c) The Executive agrees that competition, as set forth in Article 8.1(a) above, shall include, but not be limited to, engaging in competitive activity, as an individual, as a partner, as a joint venturer with any other person or entity, or as an employee, agent, or representative of any other person or entity.

(d) It is the specific intent of the parties that the Executive shall be restricted from competing directly or indirectly with any segment of the Company’s business and related entity’s business in which the Executive engaged prior to the last day of his employment and from any segment of the Company’s business and related entity’s business about which the Executive acquired proprietary or confidential information during the course of his employment.

(e) If any provision of this Article 8.1 relating to the time period, geographic area or scope of restricted activities shall be declared by a court of competent jurisdiction to exceed the maximum time period, geographic area or scope of activities, as applicable, that such court deems reasonable and enforceable, said time period, geographic area or scope of activities shall be deemed to be, and thereafter shall become, the maximum time period, scope of activities or largest geographic area that such court deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and revised to reflect such determination.

(f) The Executive and the Company have examined in detail this Covenant Not to Compete and agree that the restraint imposed upon the Executive is reasonable in light of the legitimate interests of the Company, and it is not unduly harsh upon the Executive’s ability to earn a livelihood.

8.2. Non-Solicitation/Non-Hire of Employees. The Executive agrees that during the Executive’s employment with the Company and for a period of eighteen (18) months following the last day of the Executive’s employment, the Executive shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee of the Company and any related entity to leave the Company and any related entity for any reason whatsoever or hire any individual employed by the Company and related entity. For purposes of this Article 8.2, employee shall mean any individual employed by the Company and any related entity on the last day of the Executive’s employment or within the three-month period prior to the last day of the Executive’s employment.

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8.3. Confidentiality. The Company has advised the Executive and the Executive acknowledges that it is the policy of the Company to maintain as secret and confidential all Protected Information (as defined below), and that Protected Information has been and will be developed at substantial cost and effort to the Company. The Executive agrees to hold in strict confidence and safeguard any information of or about the Company and any related entity gained by the Executive in any manner or from any source during the Executive’s employment. The Executive shall not, without the prior written consent of the Company, at any time, directly or indirectly, divulge, furnish, use, disclose or make accessible to any person, firm, corporation, association, or other entity (otherwise than as may be required in the regular course of the Executive’s employment), either during the Executive’s employment with the Company or subsequent to the last day of the Executive’s employment, any Protected Information, or cause any such information of the Company and any related entity to enter the public domain.

The Executive understands and agrees that any information, data and/or trade secrets about Company and any related entity or its suppliers and/or distributors is the property of the Company and is essential to the protection of the Company’s goodwill and to the maintenance of the Company’s competitive position and accordingly should be kept secret. For purposes of this Agreement, “Protected Information” means trade secrets, confidential and proprietary business information of or about the Company and any related entity, and any other information of the Company and any related entity, including, customer lists (including potential customers), sources of supply, processes, plans, materials, pricing information, internal memoranda, marketing plans, promotional plans, internal policies, research, purchasing, accounting and financial information, computer programs, hardware, software, and products and services which may be developed from time to time by the Company and any related entity and its agents or employees, including the Executive; provided, however, that information that is in the public domain (other than as a result of a breach of this Agreement), approved for release by the Company or lawfully obtained from third parties who are not bound by a confidentiality agreement with the Company, is not Protected Information.

Nothing contained in this Article is intended to reduce in any way protection available to the Company pursuant to the Uniform Trade Secrets Act as adopted in Virginia or any other state or other applicable laws which prohibit the misuse or disclosure of confidential or proprietary information.

8.4. Acknowledgement of Covenants. The parties hereto acknowledge that the Executive’s services are of a special, extraordinary, and intellectual character which gives him unique value, and that the business of the Company and its subsidiaries is highly competitive, and that violation of any of the covenants provided in this Article 8 would cause immediate, immeasurable, and

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irreparable harm, loss, and damage to the Company not adequately compensable by a monetary award. The Executive acknowledges that the time, scope of activities and geographical area restrained by the provisions of this Article 8 are reasonable and do not impose a greater restraint than is necessary to protect the goodwill of the Company’s business. The Executive further acknowledges that he and the Company have negotiated and bargained for the terms of this Agreement and that the Executive has received adequate consideration for entering into this Agreement. In the event of any such breach or threatened breach by the Executive of any one or more of such covenants, the Company shall be entitled to such equitable and injunctive relief as may be available to restrain the Executive from violating the provisions hereof. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available at law or in equity for such breach or threatened breach, including the recovery of damages and the immediate termination of the employment of the Executive hereunder for cause.

Article 9. Change in Control

9.1. Change in Control. This Article 9 shall not become effective, and the Company shall have no obligation hereunder, if the employment of the Executive with the Company shall terminate prior to a Change in Control (as defined in Article 9.2 below) of the Company.

9.2. Definition of Change in Control. Change in Control of the Company means, and shall be deemed to have occurred, upon the first to occur of any of the following events:

(a) The acquisition by any individual, entity, or group (a “Person”), including a “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), but excluding an Affiliate (as defined below) of the Company, of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act, of thirty-five percent (35%) or more of either: (i) the then outstanding shares of common stock of Circuit City (the “Outstanding Common Stock”); or (ii) the combined voting power of the then outstanding securities of Circuit City entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); excluding, however, the following: (A) any acquisition directly from Circuit City (excluding an acquisition resulting from the exercise of an option, conversion right, or exchange privilege unless the security being so exercised, converted or exchanged was acquired directly from Circuit City); (B) any acquisition by Circuit City; (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by Circuit City or any corporation controlled by Circuit City; or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii), and (iii) of subsection (c) of this Article 9.2;

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(b) Individuals who, as of the Effective Date, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of Circuit City subsequent to the Effective Date, whose election, or nomination for election by Circuit City’s stockholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of Circuit City as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall not be deemed a member of the Incumbent Board;

(c) The consummation of a reorganization, merger or consolidation of Circuit City or sale or other disposition of all or substantially all of the assets of Circuit City (a “Corporate Transaction”); excluding, however, a Corporate Transaction pursuant to which: (i) all or substantially all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding Common Stock and the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation, which as a result of such transaction owns Circuit City or all or substantially all of Circuit City’s assets either directly or indirectly) in substantially the same proportions relative to each other as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Common Stock and the Outstanding Voting Securities, as the case may be; (ii) no Person (other than: Circuit City; any employee benefit plan (or related trust) sponsored or maintained by Circuit City or any corporation controlled by Circuit City; the corporation resulting from such Corporate Transaction; and any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, twenty-five percent (25%) or more of the Outstanding Common Stock or the Outstanding Voting Securities, as the case may be) will beneficially own, directly or indirectly, twenty-five percent (25%) or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors; and (iii) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction;

(d) The consummation of a plan of complete liquidation, dissolution, or sale of substantially all the assets of Circuit City; or

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(e) The consummation of a reorganization, merger or consolidation of the Company after which the Company is not an Affiliate of Circuit City or the sale or other disposition of all or substantially all of the assets of the Company to an entity that is not an Affiliate of Circuit City.

For purposes of this Article 9, “Affiliate” shall mean with reference to a specified Person, any Person that directly or indirectly through one (1) or more intermediaries controls or is controlled by or is under common control with the specified Person. For purposes of this definition, “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as used in respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of such Person, whether through ownership of voting securities or by contract or otherwise.

9.3. Change-in-Control Severance Benefits. If at any time during the Term of this Agreement there is a Change in Control of the Company and the Executive’s employment is terminated for any reason other than death, Disability, Retirement, Voluntary Termination other than Good Reason or Cause within the two (2) year period following the Change in Control, the Company shall provide to the Executive the following:

(a) Base Salary and all other benefits due him as if he had remained an employee pursuant to Article 5 through the remainder of the month in which the termination occurs, less applicable withholding taxes and other authorized payroll deductions;

(b) A lump-sum severance allowance in an amount that is equal to the product of two (2) times both the Executive’s Base Salary at the rate in effect immediately prior to the termination and the Executive’s target Annual Bonus established for the fiscal year in which the Executive’s termination of employment occurs;

(c) Continuation at the same cost to the Executive as existed as of the Effective Date of Termination of Agreement of all health, welfare, and benefit plan participation for two (2) full years following employment termination;

(d) Provision of six months of outplacement services for the Executive; and

(f) A lump-sum payment equal to the two (2) year costs of perquisites outlined in Article 5.6 above.

(g) Any unvested stock options that would become vested if the Executive remained an employee through the Initial term or the then current Renewal Period of this Agreement will become vested

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as of the date of the Executive’s termination of employment. The Executive must satisfy the tax withholding requirements.

9.4 Excise Tax Equalization Payment. In the event that the Executive becomes entitled to severance benefits under this Agreement or any other agreement with or plan of the Company (in the aggregate, the “Total Payments”), if any of the Total Payments will be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code or any similar excise tax that may hereafter be imposed, whether by the government of Canada or the government of the United States), the Company shall pay to the Executive in cash an additional amount (the “Gross –Up Payment”), such that the net amount retained by the Executive after deduction of any Excise Tax upon the Total Payments and any provided for by the Article 9.4 (including any applicable FICA and FUTA), shall be equal to the Total Payments. The Company shall make such payment to the Executive as soon as practicable following the Effective Date of Termination, but in no event beyond (30) days from such date.

For the purposes of determining the amount of the Gross-Up Payment, the Executive shall be required to furnish the Company with a Statement documenting the calculation of the Excise Tax at the Executive’s expense.

Article 10. Assignment

10.1. Assignment by Company. This Agreement may and shall be assigned or transferred to, and shall be binding upon and shall inure to the benefit of, any successor of the Company, and any such successor shall be deemed substituted for all purposes of the “Company” under the terms of this Agreement. As used in this Agreement, the term “successor” shall mean any person, firm, corporation, or business entity which, at any time, whether by merger, purchase, or otherwise, acquires all or substantially all of the assets or the business of the Company. In addition, the obligations of the Executive under Articles 8 and 12 of this Agreement shall continue after the termination of the Executive’s employment and shall be binding on the Executive’s heirs, executors, legal representatives and assigns.

Failure of the Company to obtain the agreement of any successor to be bound by the terms of this Agreement prior to the effectiveness of any such succession shall be a breach of this Agreement, and shall immediately entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled in the event of a Termination of Employment for Good Reason as provided by Article 7.6. Except as provided herein, the Company may not otherwise assign this Agreement.

10.2. Assignment by Executive. The services to be provided by the Executive to the Company hereunder are personal to the Executive, and the

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Executive’s duties may not be assigned by the Executive; provided, however, that this Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, and administrators, successors, heirs, distributees, devisees, and legatees. If the Executive dies while any amounts payable to the Executive hereunder remain outstanding, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, in the absence of such designee, to the Executive’s estate.

Article 11. Dispute Resolution and Notice

11.1. Issue Resolution. Except for actions initiated by the Company to enjoin a breach by, and/or recover damages from the Executive related to violation of any of the restrictive covenants in Article 8 of this Agreement, which Company may bring in an appropriate court of law or equity, any disagreement between the Executive and the Company concerning anything covered by this Agreement or concerning other terms or conditions of the Executive’s employment or the termination of the Executive’s employment will be settled by final and binding arbitration pursuant to the Company’s Associate Issue Resolution Program. The Dispute Resolution Agreement and the Dispute Resolution Rules and Procedures are incorporated herein by reference as if set forth in full in this Agreement. The decision of the arbitrator will be final and binding on both the Executive and the Company and may be enforced in a court of appropriate jurisdiction.

11.2. Notice. Any notices, requests, demands, or other communications provided for by this Agreement shall be sufficient if in writing, and if sent by registered or certified mail to the Executive at the last address he has filed in writing with the Company or, in the case of the Company, at its principal offices.

Article 12. Miscellaneous

12.1. Entire Agreement. This Agreement supersedes any prior agreements or understandings, oral or written, between the parties hereto, with respect to the subject matter hereof, and constitutes the entire agreement of the parties with respect thereto. Without limiting the generality of the foregoing sentence, this Agreement completely supersedes any and all prior employment agreements entered into by and between the Company, and the Executive, and all amendments thereto, in their entirety.

12.2. Return of Materials. Upon the termination of the Executive’s employment with the Company, however such termination is effected, the Executive shall promptly deliver to Company all property, records, materials, documents, and copies of documents concerning the Executive’s business and/or its customers (hereinafter collectively “Company Materials”) which the Executive has in his possession or under his control at the time of termination of

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his employment. The Executive further agrees not to take or extract any portion of the Company Materials in written, computer, electronic or any other reproducible form without the prior written consent of the Chairman, President and Chief Executive Officer.

12.3. Modification. This Agreement shall not be varied, altered, modified, canceled, changed, or in any way amended except by mutual agreement of the parties in a written instrument executed by the parties hereto or their legal representatives.

12.4. Severability. It is the intention of the parties that the provisions of the restrictive covenants herein shall be enforceable to the fullest extent permissible under the applicable law. If any clause or provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, then the remainder of this Agreement shall not be affected thereby, and in lieu of each clause or provision of this Agreement which is illegal, invalid or unenforceable, there shall be added, as a part of this Agreement, a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and as may be legal, valid, and enforceable.

12.5. Counterparts. This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

12.6. Tax Withholding. The Company may withhold from any benefits payable under this Agreement all applicable taxes as may be required pursuant to any law or governmental regulation or ruling.

12.7. Restrictive Covenants of the Essence. The restrictive covenants of the Executive set forth herein are of the essence of this Agreement; they shall be construed as independent of any other provision in this Agreement; and the existence of any claim or cause of action of the Executive against the Company, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement by the Company of the restrictive covenants contained herein. The Company shall at all times maintain the right to seek enforcement of these provisions whether or not the Company has previously refrained from seeking enforcement of any such provision as to the Executive or any other individual who has signed an agreement with similar provisions.

12.8 Beneficiaries. The Executive may designate one (1) or more persons or entities as the primary and/or contingent beneficiaries of any amounts to be received under this Agreement. Such designation must be in the form of a signed writing acceptable to the Executive’s immediate manager. The Executive may make or change such designation at any time.

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12.9. Payment Obligation Absolute. The Company’s obligation to make the payments and the arrangement provided for herein shall be absolute and unconditional, and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have against the Executive or anyone else. All amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company shall not seek to recover all or any part of such payment from the Executive or from whomsoever may be entitled thereto, for any reasons whatsoever.

The Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment shall in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement; provided, however, that continued health, welfare, and benefit plan participation pursuant to Article 7.4 or Article 9.3 herein shall be discontinued in the event the Executive becomes eligible to receive substantially similar benefits from a successor employer.

12.10. Contractual Rights to Benefits. This Agreement establishes and vests in the Executive a contractual right to the benefits to which he is entitled hereunder. However, nothing herein contained shall require or be deemed to require, or prohibit or be deemed to prohibit, the Company to segregate, earmark, or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required hereunder.

12.11 Guarantee of Benefits. Circuit City Stores, Inc. will guarantee the obligations of the Company to the Executive under this Agreement.

Article 13. Governing Law

To the extent not preempted by federal law, the provisions of this Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario, without reference to its choice of law statutes or decisions.

IN WITNESS WHEREOF, the Executive and the Company have executed this Agreement as of the Effective Date.

Circuit City Stores, Inc.
By:	/s/ W. Alan McCollough
	Chairman

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EXECUTIVE:

/s/ Brian E. Levy

Brian E. Levy

ATTEST:

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INTERTAN CANADA, LTD.
By	/s/ Jeffrey A. Losch
	Jeffrey A. Losch Sr. V.P. & Secretary

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EX-99.D5

EXHIBIT (d)(5)

InterTan Canada, Ltd. Employment Agreement for Jeffrey A. Losch

This EMPLOYMENT AGREEMENT is made, entered into, and is effective as of the 30^th day of March, 2004 (the “Effective Date”), by and between InterTan Canada Ltd. (the “Company”) and Jeffrey A. Losch (the “Executive”).

WHEREAS, this Employment Agreement is valid only if the Tender Agreement dated on or about March 30, 2004 is accepted and approved for a minimum of 50.1% shares.

WHEREAS, the Company desires to employ the Executive as Senior Vice-President of the Company.

WHEREAS, the Company recognizes the Executive’s intimate knowledge and experience in the business of the Company, and desires to secure the employment of the Executive in the role of Senior Vice-President of the Company.

WHEREAS, the Executive will develop and/or come in contact with the Company’s proprietary and confidential information which is not readily available to the public, and which is of great importance to the Company and is treated by the Company as secret and confidential information; and

WHEREAS, this Employment Agreement supercedes and fully replaces any other employment agreement between either the Company or InterTAN, Inc. and the Executive.

NOW, THEREFORE, in consideration of the Executive’s continued employment and of the mutual covenants and agreements of the parties set forth in this Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Article 1. Term of Employment

The Company hereby agrees to employ the Executive and the Executive hereby accepts employment as Senior Vice-President of the Company, in accordance with the terms and conditions set forth herein, for an initial period of one (1) year, commencing as of the Effective Date of this Agreement as indicated above (the “Term”).

Article 2. Position and Responsibilities

During the Term of this Agreement, the Executive agrees to serve as Senior Vice-President of the Company. In his capacity as Senior Vice-President of the Company, the Executive shall report to an officer of the Company as designated from time to time by the Company and shall have the duties and responsibilities of Senior Vice-President of the Company and such other duties and responsibilities not inconsistent with the performance of his duties as Senior Vice-President of the Company.

Article 3. Standard of Care

During the term of this Agreement, the Executive agrees to devote substantially his full-time attention and energies to the Company’s business, including the business of any related entity. The Executive covenants, warrants, and represents that he shall:

(a) Devote his full and best efforts and talents full time to the performance of his employment obligations and duties for the Company;

(b) Exercise the highest degree of loyalty and the highest standards of conduct in the performance of his duties;

(c) Comply with all rules, regulations, and policies established or issued by the Company; and

(d) Refrain from taking advantage, for himself or others, of any corporate opportunities of the Company.

Article 4. Other Employment.

The Executive shall not, during the term hereof, be interested directly or indirectly, in any manner, as partner, officer, director, investor, stockholder, advisor, employee, or in any other capacity, in any other business similar to the Company’s business for the Executive’s personal advantage or benefit or that of others. Any other employment or position which might reasonably be deemed contrary to the best interests of the Company is prohibited. During the term of employment hereunder, the Executive agrees to obtain the Company’s written consent prior to entering into any other occupation, even if dissimilar to that of the Company. Such consent may be granted or withheld, in the Company’s absolute discretion. Nothing herein contained shall be deemed to prevent or limit the right of the Executive to invest in the capital stock or other securities of any corporation whose stock or securities are regularly traded on any public exchange, nor shall anything herein contained be deemed to prevent the Executive from investing in real estate for his own benefit (so long as such

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investment (a) is not related to or in support of any entity engaged in a business similar to that of the Company or (b) does not detract from the Executive’s performance of his duties and obligations hereunder).

Article 5. Compensation and Benefits

As remuneration for all services to be rendered by the Executive during the Employment Period, and as consideration for complying with the covenants herein, the Company shall pay and provide to the Executive the following:

5.1. Base Salary. During the Term of this Agreement, the Company shall pay the Executive a Base Salary in an amount which shall be established and approved by the Compensation Committee of the Board of Directors; provided, however, that such Base Salary shall be established at a rate of not less than $215,000 (Canadian $) per year. This Base Salary shall be subject to all applicable income and employment taxes and payable in accordance with the normal payroll practices of the Company.

5.2. Annual Bonus. In addition to his Base Salary, the Executive shall be entitled to participate in the Company’s short-term incentive program, as such program may exist from time to time during the Term of this Agreement.

Under the Company’s short-term incentive plan, the Executive has the opportunity to earn an annual bonus with respect to any fiscal year of the Company (“Annual Bonus”). The Annual Bonus, if earned with respect to a particular fiscal year, is targeted at thirty percent (30%) of the Executive’s Base Salary for the fiscal year with respect to which the Annual Bonus is being paid and is commensurate with the position of Senior Vice-President of the Company. The Annual Bonus is subject to the performance of both the Company and the Executive and is dependent upon the approval of the Compensation Committee of the Company.

The award and amount of any Annual Bonus shall be determined under the Company’s short-term incentive plan, at the sole discretion of the Company’s Compensation Committee.

5.3. Company Deferred Compensation Plan. In consideration for the payments referred to in this Article 5.3, the Executive agrees to waive any rights he has in respect of receiving payment for the “Plan Benefit Amount” as such term is defined under the InterTan, Inc. Deferred Compensation Plan (being $1,250,000 Canadian $); such waiver being only effective upon receipt by the Executive of the First Installment (as defined below).

The Company will make payable to the Executive two installments: the first payment of $ 625,000 (Canadian $) that will be paid immediately upon the last to occur of (i) the successful closing of the tender offer contemplated by that certain

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Tender Agreement and Acquisition Agreement and Agreement and Plan of Merger dated on or about March 30, 2004 (the “Closing”), and (ii) the full execution of this Agreement by all required parties. Provided that the First Installment payment is made, the Company shall pay a second payment of $625,000 (Canadian $) (the “Second Installment”) as soon as reasonably practicable following the date that is one year following the Closing.

An additional payment of $312,500 (Canadian $) (the “Severance Payment”) shall be paid to the Executive if either: (a) the Company or the Executive chooses not to negotiate a new Employment Agreement, or (b) the Company decides to terminate at any time during the Term the Executive’s employment without cause. For the sake of clarity, it is acknowledged and agreed that both the Second Installment and Severance Payment shall immediately become payable by the Company to the appropriate party in the event: (x) the Executive’s employment is terminated by the Company during the Term without cause, (y) the Executive dies, or (z) becomes disabled during the Term (“disabled” meaning that he is incapacitated to the extent that he is unable to fulfill his duties and responsibilities for a significant time or if he is disabled at the time of the first anniversary of the Closing).

In the event that the Company terminates the Executive during the Term for “cause”, cause being defined as the conviction of a felony, then the obligation of the Company to make the Second Installment Payment and the Severance Payment shall be extinguished.

5.4. Other Benefits. In any event, the Executive’s coverage under current individual and group long-term disability and life insurance policies as well as perquisites and fringe benefit plans (including, but not limited to, those in respect of group health, dental, car allowances, group Registered Retirement Savings Plans, etc.) will remain in force until such time as they may be replaced by coverage or plans as least as similar in benefit type and amount to those with which the Executive is currently provided.

Article 6. Expenses

During the Term of this Agreement, the Company shall pay or reimburse the Executive for all ordinary and necessary expenses, in a reasonable amount, which the Executive incurs in performing his duties under this Agreement including, but not limited to, travel, entertainment, professional dues and subscriptions, and all dues, fees, and expenses associated with membership in various professional, business, and civic associations and societies in which the Company finds that the Executive’s participation is in the best interests of the Company. The payment of reimbursement of expenses shall be subject to such rules concerning documentation of expenses and the type or magnitude of such expenses as the Compensation Committee of the Board of Directors may establish from time to time.

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Article 7. Noncompetition and Confidentiality

7.1. Noncompetition.

(a) During the Executive’s employment and for a period of eighteen (18) months following the last day of the Executive’s employment, the Executive shall not directly or indirectly compete with the Company and any related entity by engaging, in a competitive capacity, in any business that is engaged in the same or similar business of the Company and any related entity in one or more Metropolitan Statistical Areas or their Canadian equivalent (“MSAs”) in which the Company and any related entity is doing business on the last day of the Executive’s employment. A business will not be considered to be in competition with the Company and any related entity for purposes of this paragraph 7.1(a) or paragraph 7.1(b) below if:

(i) The business or the operating unit of the business in which the Executive is employed or with which the Executive is associated (collectively the “Business Unit”) is not engaged in the retail sales of consumer electronics;

(ii) If sales of the Business Unit’s products or services in the retail sales and service of consumer electronics constitute less than ten percent (10%) of such Business Unit’s sales; or

(iii) If the sales of the Business Unit in the retail sales and service of consumer electronics do constitute more than ten percent (10%) of the sales of the Business Unit, but there is no geographic overlap between such Business Unit’s and the Company’s business locations.

Notwithstanding the foregoing, nothing herein shall be deemed to prevent or limit the right of the Executive to invest in the capital stock or other securities of any corporation whose stock or securities are regularly traded on any public exchange, nor shall anything herein contained be deemed to prevent Employee from investing in real estate for his own benefit (as long as such investment is not related to or in support of any entity engaged in the same or similar business as the Company and any related entity in competition with the Company and any related entity in one or more MSA’s in which the Company and any related entity is doing business during the Executive’s employment).

(b) During the Executive’s employment and for a period of eighteen (18) months following the last day of the Executive’s employment, the Executive shall not directly or indirectly compete with the Company and any related entity by engaging, in a competitive capacity, in any business engaged in the same or similar business of the Company and any related entity in one or more MSAs where, on the last day of the Executive’s employment, the Company and any related entity is engaged in real estate site selection or has taken further steps

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toward the commencement of operations in the future, of which the Executive is aware.

(c) The Executive agrees that competition, as set forth in Article 7.1(a) above, shall include, but not be limited to, engaging in competitive activity, as an individual, as a partner, as a joint venturer with any other person or entity, or as an employee, agent, or representative of any other person or entity.

(d) It is the specific intent of the parties that the Executive shall be restricted from competing directly or indirectly with any segment of the Company’s business and any related entity’s business in which the Executive engaged prior to the last day of his employment and from any segment of the Company’s business and any related entity’s business about which the Executive acquired proprietary or confidential information during the course of his employment.

(e) If any provision of this Article 7.1 relating to the time period, geographic area or scope of restricted activities shall be declared by a court of competent jurisdiction to exceed the maximum time period, geographic area or scope of activities, as applicable, that such court deems reasonable and enforceable, said time period, geographic area or scope of activities shall be deemed to be, and thereafter shall become, the maximum time period, scope of activities or largest geographic area that such court deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and revised to reflect such determination.

(f) The Executive and the Company have examined in detail this Covenant Not to Compete and agree that the restraint imposed upon the Executive is reasonable in light of the legitimate interests of the Company, and it is not unduly harsh upon the Executive’s ability to earn a livelihood.

7.2. Non-Solicitation/Non-Hire of Employees. The Executive agrees that during the Executive’s employment with the Company and for a period of eighteen (18) months following the last day of the Executive’s employment, the Executive shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee of the Company and any related entity to leave the Company and any related entity for any reason whatsoever or hire any individual employed by the Company and any related entity. For purposes of this Article 7.2, employee shall mean any individual employed by the Company and any related entity on the last day of the Executive’s employment or within the three-month period prior to the last day of the Executive’s employment.

7.3. Confidentiality. The Company has advised the Executive and the Executive acknowledges that it is the policy of the Company to maintain as secret and confidential all Protected Information (as defined below), and that Protected Information has been and will be developed at substantial cost and

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effort to the Company. The Executive agrees to hold in strict confidence and safeguard any information of or about the Company and any related entity gained by the Executive in any manner or from any source during the Executive’s employment. The Executive shall not, without the prior written consent of the Company, at any time, directly or indirectly, divulge, furnish, use, disclose or make accessible to any person, firm, corporation, association, or other entity (otherwise than as may be required in the regular course of the Executive’s employment), either during the Executive’s employment with the Company or subsequent to the last day of the Executive’s employment, any Protected Information, or cause any such information of the Company and any related entity to enter the public domain.

The Executive understands and agrees that any information, data and/or trade secrets about Company and any related entity or its suppliers and/or distributors is the property of the Company and any related entity and is essential to the protection of the Company’s goodwill and to the maintenance of the Company’s competitive position and accordingly should be kept secret. For purposes of this Agreement, “Protected Information” means trade secrets, confidential and proprietary business information of or about the Company and any related entity, and any other information of the Company and any related entity, including, customer lists (including potential customers), sources of supply, processes, plans, materials, pricing information, internal memoranda, marketing plans, promotional plans, internal policies, research, purchasing, accounting and financial information, computer programs, hardware, software, and products and services which may be developed from time to time by the Company and its agents or employees, including the Executive; provided, however, that information that is in the public domain (other than as a result of a breach of this Agreement), approved for release by the Company or lawfully obtained from third parties who are not bound by a confidentiality agreement with the Company, is not Protected Information.

Nothing contained in this Article is intended to reduce in any way protection available to the Company pursuant to the Uniform Trade Secrets Act as adopted in Virginia or any other state or other applicable laws which prohibit the misuse or disclosure of confidential or proprietary information.

7.4. Acknowledgement of Covenants. The parties hereto acknowledge that the Executive’s services are of a special, extraordinary, and intellectual character which gives him unique value, and that the business of the Company and its subsidiaries is highly competitive, and that violation of any of the covenants provided in this Article 7 would cause immediate, immeasurable, and irreparable harm, loss, and damage to the Company not adequately compensable by a monetary award. The Executive acknowledges that the time, scope of activities and geographical area restrained by the provisions of this Article 7 are reasonable and do not impose a greater restraint than is necessary to protect the goodwill of the Company’s business. The Executive further

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acknowledges that he and the Company have negotiated and bargained for the terms of this Agreement and that the Executive has received adequate consideration for entering into this Agreement. In the event of any such breach or threatened breach by the Executive of any one or more of such covenants, the Company shall be entitled to such equitable and injunctive relief as may be available to restrain the Executive from violating the provisions hereof. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available at law or in equity for such breach or threatened breach, including the recovery of damages and the immediate termination of the employment of the Executive hereunder for cause.

Article 8. Assignment

8.1 Assignment by Company. This Agreement may and shall be assigned or transferred to, and shall be binding upon and shall inure to the benefit of, any successor of the Company, and any such successor shall be deemed substituted for all purposes of the “Company” under the terms of this Agreement. As used in this Agreement, the term “successor” shall mean any person, firm, corporation, or business entity which, at any time, whether by merger, purchase, or otherwise, acquires all or substantially all of the assets or the business of the Company. In addition, the obligations of the Executive under Articles 7 and 10 of this Agreement shall continue after the termination of the Executive’s employment and shall be binding on the Executive’s heirs, executors, legal representatives and assigns.

8.2. Assignment by Executive. The services to be provided by the Executive to the Company hereunder are personal to the Executive, and the Executive’s duties may not be assigned by the Executive; provided, however, that this Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, and administrators, successors, heirs, distributees, devisees, and legatees. If the Executive dies while any amounts payable to the Executive hereunder remain outstanding, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, in the absence of such designee, to the Executive’s estate.

Article 9. Dispute Resolution and Notice

9.1. Issue Resolution. Except for actions initiated by the Company to enjoin a breach by, and/or recover damages from the Executive related to violation of any of the restrictive covenants in Article 7 of this Agreement, which Company may bring in an appropriate court of law or equity, any disagreement between the Executive and the Company concerning anything covered by this Agreement or concerning other terms or conditions of the Executive’s employment or the termination of the Executive’s employment will be settled by final and binding arbitration pursuant to the Company’s Associate Issue

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Resolution Program. The Dispute Resolution Agreement and the Dispute Resolution Rules and Procedures are incorporated herein by reference as if set forth in full in this Agreement. The decision of the arbitrator will be final and binding on both the Executive and the Company and may be enforced in a court of appropriate jurisdiction.

9.2. Notice. Any notices, requests, demands, or other communications provided for by this Agreement shall be sufficient if in writing, and if sent by registered or certified mail to the Executive at the last address he has filed in writing with the Company or, in the case of the Company, at its principal offices.

Article 10. Miscellaneous

10.1. Entire Agreement. This Agreement supersedes any prior agreements or understandings, oral or written, between the parties hereto, with respect to the subject matter hereof, and constitutes the entire agreement of the parties with respect thereto. Without limiting the generality of the foregoing sentence, this Agreement completely supersedes any and all prior employment agreements entered into by and between the Company, and the Executive, and all amendments thereto, in their entirety.

10.2. Return of Materials. Upon the termination of the Executive’s employment with the Company, however such termination is effected, the Executive shall promptly deliver to Company all property, records, materials, documents, and copies of documents concerning the Executive’s business and/or its customers (hereinafter collectively “Company Materials”) which the Executive has in his possession or under his control at the time of termination of his employment. The Executive further agrees not to take or extract any portion of the Company Materials in written, computer, electronic or any other reproducible form without the prior written consent of the Chairman, President and Chief Executive Officer.

10.3. Modification. This Agreement shall not be varied, altered, modified, canceled, changed, or in any way amended except by mutual agreement of the parties in a written instrument executed by the parties hereto or their legal representatives.

10.4. Severability. It is the intention of the parties that the provisions of the restrictive covenants herein shall be enforceable to the fullest extent permissible under the applicable law. If any clause or provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, then the remainder of this Agreement shall not be affected thereby, and in lieu of each clause or provision of this Agreement which is illegal, invalid or unenforceable, there shall be added, as a part of this Agreement, a clause or provision as similar in terms to such illegal, invalid or

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unenforceable clause or provision as may be possible and as may be legal, valid, and enforceable.

10.5. Counterparts. This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

10.6. Restrictive Covenants of the Essence. The restrictive covenants of the Executive set forth herein are of the essence of this Agreement; they shall be construed as independent of any other provision in this Agreement; and the existence of any claim or cause of action of the Executive against the Company, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement by the Company of the restrictive covenants contained herein. The Company shall at all times maintain the right to seek enforcement of these provisions whether or not the Company has previously refrained from seeking enforcement of any such provision as to the Executive or any other individual who has signed an agreement with similar provisions.

Article 11. Governing Law

To the extent not preempted by federal law, the provisions of this Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario, without reference to its choice of law statutes or decisions.

IN WITNESS WHEREOF, the Executive and the Company have executed this Agreement as of the Effective Date.

INTERTAN CANADA LTD.
By:	/s/ Brian E. Levy
	President & CEO

EXECUTIVE:

/s/ Jeffrey A. Losch

Jeffrey A. Losch

ATTEST:

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EX-99.D6

EXHIBIT (d)(6)

InterTan Canada, Ltd. Employment Agreement for James P. Maddox

This EMPLOYMENT AGREEMENT is made, entered into, and is effective as of the 30^th day of March, 2004 (the “Effective Date”), by and between InterTan Canada Ltd. (the “Company”) and James P. Maddox (the “Executive”).

WHEREAS, this Employment Agreement is valid only if the Tender Agreement dated on or about March 30, 2004 is accepted and approved for a minimum of 50.1% shares.

WHEREAS, the Company desires to employ the Executive as Vice-President and Chief Financial Officer of the Company;

WHEREAS, the Company recognizes the Executive’s intimate knowledge and experience in the business of the Company, and desires to secure the employment of the Executive in the role of Vice-President and Chief Financial Officer of the Company;

WHEREAS, the Executive will develop and/or come in contact with the Company’s proprietary and confidential information which is not readily available to the public, and which is of great importance to the Company and is treated by the Company as secret and confidential information; and

WHEREAS, this Employment Agreement supercedes and fully replaces any other employment agreement between either the Company or InterTAN, Inc. and the Executive.

NOW, THEREFORE, in consideration of the Executive’s continued employment and of the mutual covenants and agreements of the parties set forth in this Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Article 1. Term of Employment

The Company hereby agrees to employ the Executive and the Executive hereby accepts employment as Vice-President and Chief Financial Officer of the Company, in accordance with the terms and conditions set forth herein, for a period of one (1) year commencing as of the Effective Date of this Agreement as indicated above (the “Term”).

Article 2. Position and Responsibilities

During the Term of this Agreement, the Executive agrees to serve as Vice-President and Chief Financial Officer of the Company. In his capacity as Vice-President and Chief Financial Officer of the Company, the Executive shall report to an officer of the Company as designated from time to time by the Company and shall have the duties and responsibilities of Vice-President and Chief Financial Officer of the Company and such other duties and responsibilities not inconsistent with the performance of his duties as Vice-President and Chief Financial Officer of the Company.

Article 3. Standard of Care

During the term of this Agreement, the Executive agrees to devote substantially his full-time attention and energies to the Company’s business, including the business of any related entity. The Executive covenants, warrants, and represents that he shall:

(a) Devote his full and best efforts and talents full time to the performance of his employment obligations and duties for the Company;

(b) Exercise the highest degree of loyalty and the highest standards of conduct in the performance of his duties;

(c) Comply with all rules, regulations, and policies established or issued by the Company; and

(d) Refrain from taking advantage, for himself or others, of any corporate opportunities of the Company.

Article 4. Other Employment

The Executive shall not, during the term hereof, be interested directly or indirectly, in any manner, as partner, officer, director, investor, stockholder, advisor, employee, or in any other capacity, in any other business similar to the Company’s business for the Executive’s personal advantage or benefit or that of others. Any other employment or position which might reasonably be deemed contrary to the best interests of the Company is prohibited. During the term of employment hereunder, the Executive agrees to obtain the Company’s written consent prior to entering into any other occupation, even if dissimilar to that of the Company. Such consent may be granted or withheld, in the Company’s absolute discretion. Nothing herein contained shall be deemed to prevent or limit the right of the Executive to invest in the capital stock or other securities of any corporation whose stock or securities are regularly traded on any public exchange, nor shall anything herein contained be deemed to prevent the

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Executive from investing in real estate for his own benefit (so long as such investment (a) is not related to or in support of any entity engaged in a business similar to that of the Company or (b) does not detract from the Executive’s performance of his duties and obligations hereunder).

Article 5. Compensation and Benefits

As remuneration for all services to be rendered by the Executive during the Employment Period, and as consideration for complying with the covenants herein, the Company shall pay and provide to the Executive the following:

5.1 Base Salary. During the Term of this Agreement, the Company shall pay the Executive a Base Salary in an amount which shall be established and approved by the Compensation Committee of the Board of Directors; provided, however, that such Base Salary shall be established at a rate of not less than $215,000 (Canadian $) per year. This Base Salary shall be subject to all applicable income and employment taxes and payable in accordance with the normal payroll practices of the Company.

5.2. Annual Bonus. In addition to his Base Salary, the Executive shall be entitled to participate in the Company’s short-term incentive program, as such program may exist from time to time during the Term of this Agreement.

Under the Company’s short-term incentive plan, the Executive has the opportunity to earn an annual bonus with respect to any fiscal year of the Company (“Annual Bonus”). The Annual Bonus, if earned with respect to a particular fiscal year, is targeted at forty percent (40%) of the Executive’s Base Salary for the fiscal year with respect to which the Annual Bonus is being paid and is commensurate with the position of Vice-President and Chief Financial Officer of the Company. The Annual Bonus is subject to the performance of both the Company and the Executive and is dependent upon the approval of the Compensation Committee of the Company.

The award and amount of any Annual Bonus shall be determined under the Company’s short-term incentive plan, at the sole discretion of the Company’s Compensation Committee.

5.3. Company Deferred Compensation Plan. In consideration for the payments referred to in this Article 5.3, the Executive agrees to waive any rights he has in respect of receiving payment for the “Plan Benefit Amount” as such term is defined under the InterTan, Inc. Deferred Compensation Plan (being $1,375,00 Canadian $); such waiver being only effective upon receipt by the Executive of the First Installment (as defined below).

The Company will make payable to the Executive two installments as follows: the first payment of $687,500(Canadian $) which will be paid

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immediately upon the last to occur of (i) the successful closing of the tender offer contemplated by that certain Tender Agreement and Acquisition Agreement and Agreement and Plan of Merger dated on or about March 30, 2004 (the “Closing”), and (ii) the full execution of this Agreement by all required parties; provided that the First Installment payment is made, the Company shall pay a second payment of $687,500 (Canadian $) (the “Second Installment”) as soon as reasonably practicable following the date that is one year following the Closing.

An additional payment of $343,750 (Canadian $) (the “Severance Payment”) shall be paid to the Executive if either: (a) the Company or the Executive chooses not to negotiate a new Employment Agreement or (b) if the Company decides to terminate at any time during the Term the Executive’s employment without cause. For the sake of clarity, it is acknowledged and agreed that both the Second Installment and Severance Payment shall immediately become payable by the Company to the appropriate party in the event: (x) the Executive’s employment is terminated by the Company during the Term without cause, (y) the Executive dies, or (z) becomes disabled during the Term (“disabled” meaning that he is incapacitated to the extent that he is unable to fulfill his duties and responsibilities for a significant time or if he is disable at the time of the first anniversary of the Closing.

In the event that the Company terminated the Executive during the Term for “cause”, cause being defined as the conviction of a felony, then the obligation of the Company to make the Second Installment Payment and the Severance Payment shall be extinguished.

5.4. Other Benefits. In any event, the Executive’s coverage under current individual and group long-term disability and life insurance policies as well as perquisites and fringe benefit plans (including, but not limited to, those in respect of group health, dental, car allowances, group Registered Retirement Savings Plans, etc.) will remain in force until such time as they may be replaced by coverage or plans as least as similar in benefit type and amount to those with which the Executive is currently provided.

Article 6. Expenses

During the Term of this Agreement, the Company shall pay or reimburse the Executive for all ordinary and necessary expenses, in a reasonable amount, which the Executive incurs in performing his duties under this Agreement including, but not limited to, travel, entertainment, professional dues and subscriptions, and all dues, fees, and expenses associated with membership in various professional, business, and civic associations and societies in which the Company finds that the Executive’s participation is in the best interests of the Company. The payment of reimbursement of expenses shall be subject to such rules concerning documentation of expenses and the type or magnitude of such

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expenses as the Compensation Committee of the Board of Directors may establish from time to time.

Article 7. Noncompetition and Confidentiality

7.1. Noncompetition.

(a) During the Executive’s employment and for a period of eighteen (18) months following the last day of the Executive’s employment, the Executive shall not directly or indirectly compete with the Company and any related entity by engaging, in a competitive capacity, in any business that is engaged in the same or similar business of the Company and any related entity in one or more Metropolitan Statistical Areas or their Canadian equivalent (“MSAs”) in which the Company is doing business on the last day of the Executive’s employment. A business will not be considered to be in competition with the Company and any related entity for purposes of this paragraph 7.1(a) or paragraph 7.1(b) below if:

(i) The business or the operating unit of the business in which the Executive is employed or with which the Executive is associated (collectively the “Business Unit”) is not engaged in the retail sales of consumer electronics;

(ii) If sales of the Business Unit’s products or services in the retail sales and service of consumer electronics constitute less than ten percent (10%) of such Business Unit’s sales; or

(iii) If the sales of the Business Unit in the retail sales and service of consumer electronics do constitute more than ten percent (10%) of the sales of the Business Unit, but there is no geographic overlap between such Business Unit’s and the Company’s business locations.

Notwithstanding the foregoing, nothing herein shall be deemed to prevent or limit the right of the Executive to invest in the capital stock or other securities of any corporation whose stock or securities are regularly traded on any public exchange, nor shall anything herein contained be deemed to prevent Employee from investing in real estate for his own benefit (as long as such investment is not related to or in support of any entity engaged in the same or similar business as the Company and any related entity in competition with the Company and any related entity in one or more MSA’s in which the Company and any related entity is doing business during the Executive’s employment).

(b) During the Executive’s employment and for a period of eighteen (18) months following the last day of the Executive’s employment, the Executive shall not directly or indirectly compete with the Company and any related entity by engaging, in a competitive capacity, in any business engaged in the same or similar business of the Company and any related entity in one or more MSAs where, on the last day of the Executive’s employment, the Company and any

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related entity is engaged in real estate site selection or has taken further steps toward the commencement of operations in the future, of which the Executive is aware.

(c) The Executive agrees that competition, as set forth in Article 7.1(a) above, shall include, but not be limited to, engaging in competitive activity, as an individual, as a partner, as a joint venturer with any other person or entity, or as an employee, agent, or representative of any other person or entity.

(d) It is the specific intent of the parties that the Executive shall be restricted from competing directly or indirectly with any segment of the Company’s business and any related entity’s business in which the Executive engaged prior to the last day of his employment and from any segment of the Company’s business and any related entity’s business about which the Executive acquired proprietary or confidential information during the course of his employment.

(e) If any provision of this Article 7.1 relating to the time period, geographic area or scope of restricted activities shall be declared by a court of competent jurisdiction to exceed the maximum time period, geographic area or scope of activities, as applicable, that such court deems reasonable and enforceable, said time period, geographic area or scope of activities shall be deemed to be, and thereafter shall become, the maximum time period, scope of activities or largest geographic area that such court deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and revised to reflect such determination.

(f) The Executive and the Company have examined in detail this Covenant Not to Compete and agree that the restraint imposed upon the Executive is reasonable in light of the legitimate interests of the Company, and it is not unduly harsh upon the Executive’s ability to earn a livelihood.

7.2. Non-Solicitation/Non-Hire of Employees. The Executive agrees that during the Executive’s employment with the Company and for a period of eighteen (18) months following the last day of the Executive’s employment, the Executive shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee of the Company to leave the Company for any reason whatsoever or hire any individual employed by the Company. For purposes of this Article 7.2, employee shall mean any individual employed by the Company on the last day of the Executive’s employment or within the three-month period prior to the last day of the Executive’s employment.

7.3. Confidentiality. The Company has advised the Executive and the Executive acknowledges that it is the policy of the Company to maintain as secret and confidential all Protected Information (as defined below), and that Protected Information has been and will be developed at substantial cost and

6

effort to the Company. The Executive agrees to hold in strict confidence and safeguard any information of or about the Company and any related entity gained by the Executive in any manner or from any source during the Executive’s employment. The Executive shall not, without the prior written consent of the Company, at any time, directly or indirectly, divulge, furnish, use, disclose or make accessible to any person, firm, corporation, association, or other entity (otherwise than as may be required in the regular course of the Executive’s employment), either during the Executive’s employment with the Company or subsequent to the last day of the Executive’s employment, any Protected Information, or cause any such information of the Company and any related entity to enter the public domain.

The Executive understands and agrees that any information, data and/or trade secrets about the Company and any related entity or its suppliers and/or distributors is the property of the Company and any related entity and is essential to the protection of the Company’s goodwill and to the maintenance of the Company’s competitive position and accordingly should be kept secret. For purposes of this Agreement, “Protected Information” means trade secrets, confidential and proprietary business information of or about the Company and any related entity, and any other information of the Company and any related entity, including, customer lists (including potential customers), sources of supply, processes, plans, materials, pricing information, internal memoranda, marketing plans, promotional plans, internal policies, research, purchasing, accounting and financial information, computer programs, hardware, software, and products and services which may be developed from time to time by the Company and its agents or employees, including the Executive; provided, however, that information that is in the public domain (other than as a result of a breach of this Agreement), approved for release by the Company or lawfully obtained from third parties who are not bound by a confidentiality agreement with the Company, is not Protected Information.

Nothing contained in this Article is intended to reduce in any way protection available to the Company pursuant to the Uniform Trade Secrets Act as adopted in Virginia or any other state or other applicable laws which prohibit the misuse or disclosure of confidential or proprietary information.

7.4. Acknowledgement of Covenants. The parties hereto acknowledge that the Executive’s services are of a special, extraordinary, and intellectual character which gives him unique value, and that the business of the Company and its subsidiaries is highly competitive, and that violation of any of the covenants provided in this Article 7 would cause immediate, immeasurable, and irreparable harm, loss, and damage to the Company not adequately compensable by a monetary award. The Executive acknowledges that the time, scope of activities and geographical area restrained by the provisions of this Article 7 are reasonable and do not impose a greater restraint than is necessary to protect the goodwill of the Company’s business. The Executive further

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acknowledges that he and the Company have negotiated and bargained for the terms of this Agreement and that the Executive has received adequate consideration for entering into this Agreement. In the event of any such breach or threatened breach by the Executive of any one or more of such covenants, the Company shall be entitled to such equitable and injunctive relief as may be available to restrain the Executive from violating the provisions hereof. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available at law or in equity for such breach or threatened breach, including the recovery of damages and the immediate termination of the employment of the Executive hereunder for cause.

Article 8. Assignment

8.1. Assignment by Company. This Agreement may and shall be assigned or transferred to, and shall be binding upon and shall inure to the benefit of, any successor of the Company, and any such successor shall be deemed substituted for all purposes of the “Company” under the terms of this Agreement. As used in this Agreement, the term “successor” shall mean any person, firm, corporation, or business entity which, at any time, whether by merger, purchase, or otherwise, acquires all or substantially all of the assets or the business of the Company. In addition, the obligations of the Executive under Articles 7 and 10 of this Agreement shall continue after the termination of the Executive’s employment and shall be binding on the Executive’s heirs, executors, legal representatives and assigns.

8.2. Assignment by Executive. The services to be provided by the Executive to the Company hereunder are personal to the Executive, and the Executive’s duties may not be assigned by the Executive; provided, however, that this Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, and administrators, successors, heirs, distributees, devisees, and legatees. If the Executive dies while any amounts payable to the Executive hereunder remain outstanding, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, in the absence of such designee, to the Executive’s estate.

Article 9. Dispute Resolution and Notice

9.1. Issue Resolution. Except for actions initiated by the Company to enjoin a breach by, and/or recover damages from the Executive related to violation of any of the restrictive covenants in Article 7 of this Agreement, which Company may bring in an appropriate court of law or equity, any disagreement between the Executive and the Company concerning anything covered by this Agreement or concerning other terms or conditions of the Executive’s employment or the termination of the Executive’s employment will be settled by

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final and binding arbitration pursuant to the Company’s Associate Issue Resolution Program. The Dispute Resolution Agreement and the Dispute Resolution Rules and Procedures are incorporated herein by reference as if set forth in full in this Agreement. The decision of the arbitrator will be final and binding on both the Executive and the Company and may be enforced in a court of appropriate jurisdiction.

9.2. Notice. Any notices, requests, demands, or other communications provided for by this Agreement shall be sufficient if in writing, and if sent by registered or certified mail to the Executive at the last address he has filed in writing with the Company or, in the case of the Company, at its principal offices.

Article 10. Miscellaneous

10.1. Entire Agreement. This Agreement supersedes any prior agreements or understandings, oral or written, between the parties hereto, with respect to the subject matter hereof, and constitutes the entire agreement of the parties with respect thereto. Without limiting the generality of the foregoing sentence, this Agreement completely supersedes any and all prior employment agreements entered into by and between the Company, and the Executive, and all amendments thereto, in their entirety.

10.2. Return of Materials. Upon the termination of the Executive’s employment with the Company, however such termination is effected, the Executive shall promptly deliver to Company all property, records, materials, documents, and copies of documents concerning the Executive’s business and/or its customers (hereinafter collectively “Company Materials”) which the Executive has in his possession or under his control at the time of termination of his employment. The Executive further agrees not to take or extract any portion of the Company Materials in written, computer, electronic or any other reproducible form without the prior written consent of the Chairman, President and Chief Executive Officer.

10.3. Modification. This Agreement shall not be varied, altered, modified, canceled, changed, or in any way amended except by mutual agreement of the parties in a written instrument executed by the parties hereto or their legal representatives.

10.4. Severability. It is the intention of the parties that the provisions of the restrictive covenants herein shall be enforceable to the fullest extent permissible under the applicable law. If any clause or provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, then the remainder of this Agreement shall not be affected thereby, and in lieu of each clause or provision of this Agreement which is illegal, invalid or unenforceable, there shall be added, as a part of this Agreement, a clause or provision as similar in terms to such illegal, invalid or

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unenforceable clause or provision as may be possible and as may be legal, valid, and enforceable.

10.5. Counterparts. This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

10.6. Restrictive Covenants of the Essence. The restrictive covenants of the Executive set forth herein are of the essence of this Agreement; they shall be construed as independent of any other provision in this Agreement; and the existence of any claim or cause of action of the Executive against the Company, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement by the Company of the restrictive covenants contained herein. The Company shall at all times maintain the right to seek enforcement of these provisions whether or not the Company has previously refrained from seeking enforcement of any such provision as to the Executive or any other individual who has signed an agreement with similar provisions.

Article 11. Governing Law

To the extent not preempted by federal law, the provisions of this Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario, without reference to its choice of law statutes or decisions.

IN WITNESS WHEREOF, the Executive and the Company have executed this Agreement as of the Effective Date.

INTERTAN CANADA LTD.
By:	/s/ Brian E. Levy
	President & CEO

EXECUTIVE:

/s/ James P. Maddox

James P. Maddox

ATTEST:

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EX-99.D7

EXHIBIT (d)(7)

InterTan Canada, Ltd. Employment Agreement for Ean G. Daoust

This EMPLOYMENT AGREEMENT is made, entered into, and is effective as of the 30^th day of March, 2004 (the “Effective Date”), by and between InterTan Canada, Ltd. (the “Company”) and Ean G. Daoust (the “Executive”).

WHEREAS, this Employment Agreement is valid only if the Tender Agreement dated on or about March 30, 2004 is accepted and approved for a minimum of 50.1 % shares.

WHEREAS, the Company desires to employ the Executive as Senior Vice-President of the Company; and

WHEREAS, the Company recognizes the Executive’s intimate knowledge and experience in the business of the Company, and desires to secure the employment of the Executive in the role of Senior Vice-President of the Company.

WHEREAS, the Executive will develop and/or come in contact with the Company’s proprietary and confidential information which is not readily available to the public, and which is of great importance to the Company and is treated by the Company as secret and confidential information.

WHEREAS, this Employment Agreement supercedes and fully replaces any other employment agreement between the Company and the Executive.

NOW, THEREFORE, in consideration of the Executive’s continued employment and of the mutual covenants and agreements of the parties set forth in this Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Article 1. Term of Employment

The Company hereby agrees to employ the Executive and the Executive hereby accepts employment as Senior Vice-President of the Company, in accordance with the terms and conditions set forth herein, for an initial period of two (2) years, commencing as of the Effective Date of this Agreement as indicated above (the “Initial Term”); subject, however, to earlier termination as expressly provided herein.

The Initial Term shall automatically be renewed for additional periods of one (1) year each at the end of the Initial Term, and then again after each successive year thereafter (collectively, the “Renewal Periods,” which, together with the Initial Term, constitute the “Term” of this Agreement). However, either party may terminate this Agreement at the end of the Initial Term, or at the end of any Renewal Period, by giving the other party written notice of intent not to renew, delivered at least forty-five (45) days prior to the end of the Initial Term or any Renewal Period. For purposes of this Agreement, an “Employment Year” shall mean any twelve (12) month period during the Term of this Agreement beginning on the Effective Date or on any anniversary thereof.

Article 2. Position and Responsibilities

During the Term of this Agreement, the Executive agrees to serve as Senior Vice-President of the Company. In his capacity as Senior Vice-President of the Company, the Executive shall report to an officer of the Company as designated from time to time by the Company and shall have the duties and responsibilities of Senior Vice-President of the Company and such other duties and responsibilities not inconsistent with the performance of his duties as Senior Vice-President of the Company.

Article 3. Standard of Care

During the term of this Agreement, the Executive agrees to devote substantially his full-time attention and energies to the Company’s business, including the business of any related entity. The Executive covenants, warrants, and represents that he shall:

(a) Devote his full and best efforts and talents full time to the performance of his employment obligations and duties for the Company;

(b) Exercise the highest degree of loyalty and the highest standards of conduct in the performance of his duties;

(c) Comply with all rules, regulations, and policies established or issued by the Company; and

(d) Refrain from taking advantage, for himself or others, of any corporate opportunities of the Company.

Article 4. Other Employment

The Executive shall not, during the term hereof, be interested directly or indirectly, in any manner, as partner, officer, director, investor, stockholder, advisor, employee, or in any other capacity, in any other business similar to the Company’s business for the Executive’s personal advantage or benefit or that of

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others. Any other employment or position which might reasonably be deemed contrary to the best interests of the Company is prohibited. During the term of employment hereunder, the Executive agrees to obtain the Company’s written consent prior to entering into any other occupation, even if dissimilar to that of the Company. Such consent may be granted or withheld, in the Company’s absolute discretion. Nothing herein contained shall be deemed to prevent or limit the right of the Executive to invest in the capital stock or other securities of any corporation whose stock or securities are regularly traded on any public exchange, nor shall anything herein contained be deemed to prevent the Executive from investing in real estate for his own benefit (so long as such investment (a) is not related to or in support of any entity engaged in a business similar to that of the Company or (b) does not detract from the Executive’s performance of his duties and obligations hereunder.)

Article 5. Compensation and Benefits

During the Term of this Agreement, the Company shall pay the Executive a Base Salary in an amount that shall be established and approved by the Compensation Committee of the Board of Directors; provided, however, that such Base Salary shall be established at a rate of not less than $215,000 (Canadian $) per year. This Base Salary shall be subject to all applicable income and employment taxes and payable in accordance with the normal payroll practices of the Company. The Base Salary shall be reviewed at least annually following the Effective Date of this Agreement, while the Term of this Agreement is in force, to ascertain whether, in the judgment of the Compensation Committee, such Base Salary should be changed. If changed, the Base Salary as stated above shall, likewise, be changed for all purposes of this Agreement. In addition, the Executive will be provided a Vice President level car or car allowance at least consistent with InterTAN’s plan prior to the Tender Offer dated on or about March 30, 2004.

5.2. Annual Bonus. In addition to his Base Salary, the Executive shall be entitled to participate in the Company’s short-term incentive program, as such program may exist from time to time during the Term of this Agreement.

Under the Company’s short-term incentive plan, the Executive has the opportunity to earn an annual bonus with respect to any fiscal year of the Company (“Annual Bonus”). The Annual Bonus, if earned with respect to a particular fiscal year, is targeted at forty-five percent (45%) of the Executive’s Base Salary for the fiscal year with respect to which the Annual Bonus is being paid and is commensurate with the position of Senior Vice-President of the Company. The Annual Bonus is subject to the performance of both the Company and the Executive and is dependent upon the approval of the Compensation Committee of the Company. The award and amount of any

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Annual Bonus shall be determined under the Company’s short-term incentive plan, at the sole discretion of the Company’s Compensation Committee.

5.3. Long-Term Incentives. During the Term of this Agreement, the Executive shall be eligible to participate in the Company’s long-term incentive plan, to the extent that the Board of Directors of the Company or the Compensation Committee, in their discretion, determines is appropriate. The Board of Directors will make its determination consistent with the methodology used by the Company for compensating its comparably situated employees.

Specifically, subject to the terms and conditions of the applicable long-term incentive plan of Circuit City Stores, Inc. (“Circuit City”), the Executive shall be awarded twelve thousand five hundred (12,500) shares of restricted stock of Circuit City, i.e., “Turnaround Shares” that will be scheduled to vest in February 2006. Executive must formally accept such award of Turnaround Shares, in writing, on a form acceptable to Circuit City. Moreover, subject to the terms and conditions of the applicable stock option plan(s) of Circuit City, the Executive shall also be awarded twenty-five thousand (25,000) “nonqualified” stock options in Circuit City stock, that will be scheduled to vest in June 2006.

In addition, the Executive will receive twenty-five thousand (25,000) “sign-on” nonqualified stock options in Circuit City stock, that will be scheduled to vest in four (4) equal installments over the next four (4) years from the date of the formal grant of such stock options.

5.4. Retirement Benefits. During the Term of this Agreement, the Company shall provide to the Executive the opportunity for participation in all Company pension, insurance, fringe benefit, and executive compensation plans and programs, subject to the eligibility and participation requirements of such plans. The Executive’s opportunity for participation in all of the plans offered to Canadian employees will comply with the requirements of this Article 5.4. In any event, the Executive’s current insurance and fringe benefit plans will remain in force until such time as they may be replaced by plans at least similar in benefit type and amount to those in which the Executive is currently provided so long as the Executive’s principal employment is in Canada and in accordance with applicable Canadian law.

5.5. Employee Benefits. During the Term of this Agreement, the Company shall provide the Executive all benefits, as commensurate with the position of Senior Vice-President of the Company, but at a minimum not less than those provided by the Company to other comparably situated employees subject to the eligibility requirements and other provisions of such arrangements. Such benefits may include group term life insurance, comprehensive health and major medical insurance, dental and life insurance, and short-term and long-term disability. The provision of benefits comparable to other Canadian officers will comply with the requirements of this Article 5.5.

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5.6. Perquisites. During the Term of this Agreement, the Company shall provide to the Executive, at the Company’s cost, all perquisites, which are commensurate with the position of Senior Vice-President of the Company.

5.7. Right to Change Plans. By reason of Articles 5.4 and 5.5 herein, the Company shall not be obligated to institute, maintain, or refrain from changing, amending, or discontinuing any benefit plan or perquisite, so long as such changes are similarly applicable to comparably situated Canadian employees. In any event, the Executive’s current insurance and fringe benefit plans will remain in force until such time as they may be replaced by plans at least similar in benefit type and amount to those in which the Executive is currently provided so long as the Executive’s principal employment is in Canada and in accordance with applicable Canadian law.

5.8. Company Deferred Compensation Plan. The Company will assume all liabilities under the InterTan, Inc. Deferred Compensation Plan (for purposes of this Article 5.8 only, the “Plan”) and that the Plan will be amended to provide that the Executive’s Plan Benefit Amount, as that term is defined in the Plan ($1,258,000 Canadian $), may be payable to the Executive in two installments as follows: the first $629,000 Canadian $ payment of the Executive’s Plan Benefit Amount will be paid immediately upon the last to occur of (i) the successful closing of the tender offer contemplated by that certain Tender Agreement and Acquisition Agreement and Agreement and Plan of Merger dated on or about March 30, 2004 (the “Closing”), and (ii) the full execution of this Agreement by all required parties; and an amount equal to fifty (50%) for the second and final installment, as described below. Assuming that the first $629,000 Canadian $ payment is made, the second $629,000 Canadian dollar payment of the Executive’s Plan Benefit Amount shall be paid as soon as reasonably practicable following the date that is one year following the Closing. To be eligible to receive these payments, the Executive must continue to be employed by the Company on the date of each payment. In the event that the Company terminates the employment of the Executive without cause, or the Executive for Good Reason terminates his employment, anytime before the final payments are made pursuant to Article 5.8 only, then any remaining payment under this Article 5.8 will be paid to the Executive within ninety (90) days of termination of employment. Notwithstanding anything to the contrary in this Article 5.8, the Executive shall not be entitled to any payments or any further payments, under this Article 5.8 if his employment is terminated under this Employment Agreement pursuant to Article 7.5 (c) of this Employment Agreement.

Article 6. Expenses

During the Term of this Agreement, the Company shall pay or reimburse the Executive for all ordinary and necessary expenses, in a reasonable amount,

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which the Executive incurs in performing his duties under this Agreement including, but not limited to, travel, entertainment, professional dues and subscriptions, and all dues, fees, and expenses associated with membership in various professional, business, and civic associations and societies in which the Company finds that the Executive’s participation is in the best interests of the Company. The payment of reimbursement of expenses shall be subject to such rules concerning documentation of expenses and the type or magnitude of such expenses as the Compensation Committee of the Board of Directors may establish from time to time.

Article 7. Employment Termination

7.1. Termination Due to Retirement or Death. In the event the Executive’s employment ends by reason of Retirement (defined as voluntary “Normal Retirement” under the then established definitions and rules of the Company’s tax-qualified retirement plan in which the Executive participates) or the Executive’s death during the term of this Agreement, the Executive’s benefits shall be determined in accordance with the Company’s retirement, survivor’s benefits, insurance, and/or other applicable programs of the Company then in effect. In addition, all stock grants, except performance-based grants in the case of Retirement, will become immediately vested and may be exercised by the Executive, the Executive’s personal representatives, distributees, legatees, or estate at any time before the expiration date of the grant. Moreover should any payments remain outstanding under Article 5.8 at the time of Retirement or Death as the case may be, such monies shall be paid to the Executive or the Executive’s estate.

The Effective Date of Termination due to Retirement or death shall be (a) ninety (90) days following the date the Executive provides the Company with written notice that the Executive is ending employment by reason of Retirement or (b) on the Executive’s date of death, as the case may be. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive or, if applicable, the Executive’s estate; (a) any Base Salary or Annual Bonus that was accrued but not yet paid as of the Effective Date of Termination; and (b) all other rights and benefits that the Executive is vested in, pursuant to other plans and programs of the Company. In addition, any other payments required under applicable Canadian law will be paid.

7.2. Termination Due to Disability. The Company shall have the right to terminate the Executive’s employment for disability. For the purposes of this Agreement, disability shall mean any physical or mental illness or injury that causes the Executive to be unable to substantially perform the Executive’s normal duties; provided however that the Executive shall not be considered disabled until: (i) the Executive has been so disabled for 180 days during any period of twelve (12) consecutive months; (ii) the Executive’s attending physician shall have furnished to the Company certification that the return of the Executive

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to his normal duties is impossible or improbable; or (iii) the Executive is determined to be totally disabled by the disability insurer then insuring the Executive, if any.

The Effective Date of Termination due to Disability shall be specified, in a written notice, by the Executive’s immediate manager, and such written notice shall be delivered to the Executive, but shall be no less than thirty (30) calendar days after the delivery of such written notice to the Executive. Upon the Effective Date of Termination, the Company shall be obligated to pay the Executive [or, if applicable, the Executive’s estate]: (a) any salary that was accrued but not yet paid as of the Effective Date of Termination; (b) the unpaid Annual Bonus, if any, with respect to the calendar year preceding the Effective Date of Termination (such Annual Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Article 5.2 had there been no termination of the Employment Period); and (c) all other rights and benefits that the Executive is vested in, pursuant to other plans and programs of the Company. Moreover, should any payments under Article 5.8 be outstanding at the time of termination as a result of this Article 7.2, such monies will be paid. In addition, any other payments required under applicable Canadian law will be paid.

It is expressly understood that the Disability of the Executive for a period of one hundred eighty (180) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his Disability will exist for more than such a period of time, shall not constitute a failure by him to perform his duties hereunder and shall not be deemed a breach or default, and the Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the term of this Agreement.

If the employment of the Executive terminates because of disability, all of the Executive’s outstanding stock grants, including performance based grants, will become immediately vested, effective as of the date of the Executive’s disability. Then, the Executive, the Executive’s personal representatives, distributees, or legatees may exercise the Executive’s grants at any time before the expiration date of the grant.

7.3. Voluntary Termination by the Executive. The Executive may terminate his employment and this Agreement at any time by giving the Company at least forty-five (45) days written notice. The Company reserves the right to require the Executive not to work during the notice period but shall pay the Executive his full Base Salary, at the rate then in effect as provided in Article 5.1 herein, or through last day of the Executive’s employment plus all other benefits to which the Executive has a vested right on the last day of employment (for purposes of this paragraph, the Executive shall not be paid any Annual Bonus with respect to the fiscal year in which voluntary termination under this

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Article 7.3 occurs). The Company thereafter shall have no further obligations under this Agreement.

7.4. Involuntary Termination by the Company Without Cause. The Company may terminate the Executive’s employment, at any time, for any reason other than death, Disability, Retirement, or for Cause (“involuntary termination without Cause”), by providing the Executive with at least forty-five (45) days written notice.

(a) The Company’s decision not to renew this Agreement at the Expiration Date of the Initial Term or any Renewal Period shall be deemed an involuntary termination without cause; provided, however, that for purposes of this Article 7.4(a), no variation, alteration, modification, cancellation, change or amendment made to this Agreement pursuant to Article 11.3 or 11.4 at a time other than the Expiration Date of the Initial Term or any Renewal Period, shall be deemed an involuntary termination without Cause.

(b) Upon the Effective Date of Termination specified by the Company for termination by the Company without cause, the Company shall pay to the Executive, in equal monthly installments over the following twelve (12) month period an amount equal to the product of one (1) times both the Executive’s Base Salary and the Executive’s target Annual Bonus established for the fiscal year in which the Executive’s Effective Date of Termination occurs. In addition, the Company shall continue, at the same cost to the Executive as existed as of the Effective Date of Termination, all health and welfare benefit plan participation for one (1) full year following the Executive’s termination of employment.

(c) The Company shall also provide the Executive with six months of outplacement services.

(d) Any unvested stock options or any outstanding restricted stock, excluding restricted stock grants issued under a performance based plan, that would become vested (that is, transferable and non-forfeitable) if the Executive remained an employee through the Initial Term or the then current Renewal Period of this Agreement will become vested as of the date of the Executive’s termination of employment. The Executive must satisfy the tax withholding requirements.

If applicable Canadian law provides for additional compensation and benefits under this Article 7.4, this Article 7.4 will be amended to conform to applicable Canadian law. The Company thereafter shall have no further obligations under this Agreement.

7.5. Termination For Cause. Nothing in this Agreement shall be construed to prevent the Company from terminating the Executive’s employment under this Agreement, without notice or liability for doing so, for “Cause.”

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For purposes of this Agreement, “Cause” means:

(a) The Executive’s material breach of this Agreement, which breach is not cured within ten (10) days of receipt by the Executive of written notice from the Company specifying the breach;

(b) The Executive’s gross negligence in the performance of his material duties hereunder, intentional nonperformance or intentional misperformance of such duties, misconduct or refusal to abide by or comply with the directives of the Board, his superior officers, or the Company’s policies and procedures, which actions continue for a period of ten (10) days after receipt by the Executive of written notice of the need to cure or cease;

(c) Conviction of a felony or other crime involving moral turpitude;

(d) The Executive engaging in illegal conduct, dishonesty or fraud with respect to the business or affairs of the Company that in the reasonable judgment of the Company materially and adversely affects the operations or reputation of the Company; or

(e) Failure of the Executive to disclose to the Executive’s superior a conflict of interest, of which the Executive knew or, with reasonable diligence, would have known, in connection with any transaction entered into on behalf of the Company.

(f) Failure of the Executive to agree to a modification of this Agreement, pursuant to paragraph 11.3 below, when the purpose of the modification is to comply with applicable federal, state and/or local laws or regulations, or when such modification is designed to further define the restrictions of Article 8 or otherwise enhance the enforcement of Article 8 without increasing the scope of the Article 8 restrictions.

In the event this Agreement is terminated for Cause, the Company shall pay the Executive his Base Salary through the Effective Date of Termination for cause and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits) he would otherwise have been entitled to receive under this Agreement. The Company thereafter shall have no further obligations under this Agreement.

7.6. Termination for Good Reason. At any time during the term of this Agreement, the Executive may terminate this Agreement for Good Reason (as defined below) by giving the Company forty-five (45) days written notice, which notice sets forth in detail the facts and circumstances claimed to provide a basis for such termination. However, Company shall, at its option, have thirty (30)

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days from receipt of such written notice to cure any event or circumstance that could constitute Good Reason.

If Company chooses not to cure, the Effective Date of Termination for Good Reason shall occur upon the expiration of the forty-five (45) days prior notice period that is specified by the Executive in the written notice, and the Company shall pay and provide to the Executive the benefits set forth in this Article 7.6.

For purposes of this Agreement, Good Reason shall mean, without the Executive’s express written consent, the occurrence of any one (1) or more of the following:

(a) Failing to maintain the Executive’s participation in the Company’s annual bonus and long-term incentive plan in a manner that is consistent with other similarly situated Executive employees of the Company; or

(b) Failing to maintain the Executive’s benefits under, or relative level of participation in, the Company’s employee benefit or retirement plans, perquisites, policies, practices, or arrangements in which the Executive participates as of the Effective Date of this Agreement at a level consistent with other similarly situated Executive employees of the Company.

Upon the Effective Date of Termination, the Executive shall be entitled to receive the same payments and benefits as he is entitled to receive following an involuntary termination of his employment by the Company without Cause, as specified in Article 7.4 herein. Said payment shall commence within forty-five (45) calendar days following the Effective Date of Termination.

The Executive’s right to terminate employment for Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness.

Article 8. Noncompetition and Confidentiality

8.1. Noncompetition.

(a) During the Executive’s employment and for a period of eighteen (18) months following the last day of the Executive’s employment, the Executive shall not directly or indirectly compete with the Company and any related entity by engaging, in a competitive capacity, in any business that is engaged in the same or similar business of the Company and any related entity in one or more Metropolitan Statistical Areas or their Canadian equivalent (“MSAs”) in which the Company and any related entity is doing business on the last day of the Executive’s employment. A business will not be considered to be in competition with the Company and any related entity for purposes of this paragraph 8.1(a) or paragraph 8.1(b) below if:

(i) The business or the operating unit of the business in which the Executive is employed or with which the Executive is associated (collectively the “Business Unit”) is not engaged in the retail sales of consumer electronics;

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(ii) If sales of the Business Unit’s products or services in the retail sales and service of consumer electronics constitute less than ten percent (10%) of such Business Unit’s sales; or

(iii) If the sales of the Business Unit in the retail sales and service of consumer electronics do constitute more than ten percent (10%) of the sales of the Business Unit, but there is no geographic overlap between such Business Unit’s and the Company’s business locations.

Notwithstanding the foregoing, nothing herein shall be deemed to prevent or limit the right of the Executive to invest in the capital stock or other securities of any corporation whose stock or securities are regularly traded on any public exchange, nor shall anything herein contained be deemed to prevent Employee from investing in real estate for his own benefit (as long as such investment is not related to or in support of any entity engaged in the same or similar business as the Company and any related entity in competition with the Company and any related entity in one or more MSA’s in which the Company and any related entity is doing business during the Executive’s employment).

(b) During the Executive’s employment and for a period of eighteen (18) months following the last day of the Executive’s employment, the Executive shall not directly or indirectly compete with the Company and any related entity by engaging, in a competitive capacity, in any business engaged in the same or similar business of the Company and any related entity in one or more MSAs where, on the last day of the Executive’s employment, the Company and any related entity is engaged in real estate site selection or has taken further steps toward the commencement of operations in the future, of which the Executive is aware.

(c) The Executive agrees that competition, as set forth in Article 8.1(a) above, shall include, but not be limited to, engaging in competitive activity, as an individual, as a partner, as a joint venturer with any other person or entity, or as an employee, agent, or representative of any other person or entity.

(d) It is the specific intent of the parties that the Executive shall be restricted from competing directly or indirectly with any segment of the Company’s business and any related entity’s business in which the Executive engaged prior to the last day of his employment and from any segment of the Company’s business and any related entity’s business about which the Executive acquired proprietary or confidential information during the course of his employment.

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(e) If any provision of this Article 8.1 relating to the time period, geographic area or scope of restricted activities shall be declared by a court of competent jurisdiction to exceed the maximum time period, geographic area or scope of activities, as applicable, that such court deems reasonable and enforceable, said time period, geographic area or scope of activities shall be deemed to be, and thereafter shall become, the maximum time period, scope of activities or largest geographic area that such court deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and revised to reflect such determination.

(f) The Executive and the Company have examined in detail this Covenant Not to Compete and agree that the restraint imposed upon the Executive is reasonable in light of the legitimate interests of the Company, and it is not unduly harsh upon the Executive’s ability to earn a livelihood.

8.2. Non-Solicitation/Non-Hire of Employees. The Executive agrees that during the Executive’s employment with the Company and for a period of eighteen (18) months following the last day of the Executive’s employment, the Executive shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee of the Company and any related entity to leave the Company and any related entity for any reason whatsoever or hire any individual employed by the Company and any related entity. For purposes of this Article 8.2, employee shall mean any individual employed by the Company and any related entity on the last day of the Executive’s employment or within the three-month period prior to the last day of the Executive’s employment.

8.3. Confidentiality. The Company has advised the Executive and the Executive acknowledges that it is the policy of the Company to maintain as secret and confidential all Protected Information (as defined below), and that Protected Information has been and will be developed at substantial cost and effort to the Company. The Executive agrees to hold in strict confidence and safeguard any information of or about the Company and any related entity gained by the Executive in any manner or from any source during the Executive’s employment. The Executive shall not, without the prior written consent of the Company and any related entity, at any time, directly or indirectly, divulge, furnish, use, disclose or make accessible to any person, firm, corporation, association, or other entity (otherwise than as may be required in the regular course of the Executive’s employment), either during the Executive’s employment with the Company and any related entity or subsequent to the last day of the Executive’s employment, any Protected Information, or cause any such information of the Company and any related entity to enter the public domain.

The Executive understands and agrees that any information, data and/or trade secrets about the Company and any related entity or its suppliers and/or distributors is the property of the Company and any related entity and is essential

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to the protection of the Company’s goodwill and to the maintenance of the Company’s competitive position and accordingly should be kept secret. For purposes of this Agreement, “Protected Information” means trade secrets, confidential and proprietary business information of or about the Company and any related entity, and any other information of the Company and any related entity, including, customer lists (including potential customers), sources of supply, processes, plans, materials, pricing information, internal memoranda, marketing plans, promotional plans, internal policies, research, purchasing, accounting and financial information, computer programs, hardware, software, and products and services which may be developed from time to time by the Company and any related entity and its agents or employees, including the Executive; provided, however, that information that is in the public domain (other than as a result of a breach of this Agreement), approved for release by the Company or lawfully obtained from third parties who are not bound by a confidentiality agreement with the Company, is not Protected Information.

Nothing contained in this Article is intended to reduce in any way protection available to the Company pursuant to the Uniform Trade Secrets Act as adopted in Virginia or any other state or other applicable laws which prohibit the misuse or disclosure of confidential or proprietary information.

8.4. Acknowledgement of Covenants. The parties hereto acknowledge that the Executive’s services are of a special, extraordinary, and intellectual character which gives him unique value, and that the business of the Company and its subsidiaries is highly competitive, and that violation of any of the covenants provided in this Article 8 would cause immediate, immeasurable, and irreparable harm, loss, and damage to the Company not adequately compensable by a monetary award. The Executive acknowledges that the time, scope of activities and geographical area restrained by the provisions of this Article 8 are reasonable and do not impose a greater restraint than is necessary to protect the goodwill of the Company’s business. The Executive further acknowledges that he and the Company have negotiated and bargained for the terms of this Agreement and that the Executive has received adequate consideration for entering into this Agreement. In the event of any such breach or threatened breach by the Executive of any one or more of such covenants, the Company shall be entitled to such equitable and injunctive relief as may be available to restrain the Executive from violating the provisions hereof. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available at law or in equity for such breach or threatened breach, including the recovery of damages and the immediate termination of the employment of the Executive hereunder for cause.

Article 9. Assignment

9.1. Assignment by Company. This Agreement may and shall be assigned or transferred to, and shall be binding upon and shall inure to the

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benefit of, any successor of the Company, and any such successor shall be deemed substituted for all purposes of the “Company” under the terms of this Agreement. As used in this Agreement, the term “successor” shall mean any person, firm, corporation, or business entity which, at any time, whether by merger, purchase, or otherwise, acquires all or substantially all of the assets or the business of the Company. In addition, the obligations of the Executive under Articles 8 and 11 of this Agreement shall continue after the termination of the Executive’s employment and shall be binding on the Executive’s heirs, executors, legal representatives and assigns.

Failure of the Company to obtain the agreement of any successor to be bound by the terms of this Agreement prior to the effectiveness of any such succession shall be a breach of this Agreement, and shall immediately entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled in the event of a Termination of Employment for Good Reason as provided by Article 7.6. Except as provided herein, the Company may not otherwise assign this Agreement.

9.2. Assignment by Executive. The services to be provided by the Executive to the Company hereunder are personal to the Executive, and the Executive’s duties may not be assigned by the Executive; provided, however, that this Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, and administrators, successors, heirs, distributees, devisees, and legatees. If the Executive dies while any amounts payable to the Executive hereunder remain outstanding, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, in the absence of such designee, to the Executive’s estate.

Article 10. Dispute Resolution and Notice

10.1. Issue Resolution. Except for actions initiated by the Company to enjoin a breach by, and/or recover damages from the Executive related to violation of any of the restrictive covenants in Article 8 of this Agreement, which Company may bring in an appropriate court of law or equity, any disagreement between the Executive and the Company concerning anything covered by this Agreement or concerning other terms or conditions of the Executive’s employment or the termination of the Executive’s employment will be settled by final and binding arbitration pursuant to the Company’s Associate Issue Resolution Program. The Dispute Resolution Agreement and the Dispute Resolution Rules and Procedures are incorporated herein by reference as if set forth in full in this Agreement. The decision of the arbitrator will be final and binding on both the Executive and the Company and may be enforced in a court of appropriate jurisdiction.

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10.2. Notice. Any notices, requests, demands, or other communications provided for by this Agreement shall be sufficient if in writing, and if sent by registered or certified mail to the Executive at the last address he has filed in writing with the Company or, in the case of the Company, at its principal offices.

Article 11. Miscellaneous

11.1. Entire Agreement. This Agreement supersedes any prior agreements or understandings, oral or written, between the parties hereto, with respect to the subject matter hereof, and constitutes the entire agreement of the parties with respect thereto. Without limiting the generality of the foregoing sentence, this Agreement completely supersedes any and all prior employment agreements entered into by and between the Company, and the Executive, and all amendments thereto, in their entirety.

11.2. Return of Materials. Upon the termination of the Executive’s employment with the Company, however such termination is effected, the Executive shall promptly deliver to Company all property, records, materials, documents, and copies of documents concerning the Executive’s business and/or its customers (hereinafter collectively “Company Materials”) which the Executive has in his possession or under his control at the time of termination of his employment. The Executive further agrees not to take or extract any portion of the Company Materials in written, computer, electronic or any other reproducible form without the prior written consent of the Chairman, President and Chief Executive Officer.

11.3. Modification. This Agreement shall not be varied, altered, modified, canceled, changed, or in any way amended except by mutual agreement of the parties in a written instrument executed by the parties hereto or their legal representatives.

11.4. Severability. It is the intention of the parties that the provisions of the restrictive covenants herein shall be enforceable to the fullest extent permissible under the applicable law. If any clause or provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, then the remainder of this Agreement shall not be affected thereby, and in lieu of each clause or provision of this Agreement which is illegal, invalid or unenforceable, there shall be added, as a part of this Agreement, a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and as may be legal, valid, and enforceable.

11.5. Counterparts. This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

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11.6. Tax Withholding. The Company may withhold from any benefits payable under this Agreement all applicable taxes as may be required pursuant to any law or governmental regulation or ruling.

11.7. Restrictive Covenants of the Essence. The restrictive covenants of the Executive set forth herein are of the essence of this Agreement; they shall be construed as independent of any other provision in this Agreement; and the existence of any claim or cause of action of the Executive against the Company, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement by the Company of the restrictive covenants contained herein. The Company shall at all times maintain the right to seek enforcement of these provisions whether or not the Company has previously refrained from seeking enforcement of any such provision as to the Executive or any other individual who has signed an agreement with similar provisions.

11.8. Beneficiaries. The Executive may designate one (1) or more persons or entities as the primary and/or contingent beneficiaries of any amounts to be received under this Agreement. Such designation must be in the form of a signed writing acceptable to the Executive’s immediate manager. The Executive may make or change such designation at any time.

11.9. Payment Obligation Absolute. The Company’s obligation to make the payments and the arrangement provided for herein shall be absolute and unconditional, and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have against the Executive or anyone else. All amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company shall not seek to recover all or any part of such payment from the Executive or from whomsoever may be entitled thereto, for any reasons whatsoever.

The Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment shall in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement; provided, however, that continued health, welfare, and benefit plan participation pursuant to Article 7.4 herein shall be discontinued in the event the Executive becomes eligible to receive substantially similar benefits from a successor employer.

11.10. Contractual Rights to Benefits. This Agreement establishes and vests in the Executive a contractual right to the benefits to which he is entitled hereunder. However, nothing herein contained shall require or be deemed to require, or prohibit or be deemed to prohibit, the Company to segregate,

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earmark, or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required hereunder.

11.11 Guarantee of Benefits. Circuit City Stores, Inc. will guarantee the obligations of the Company to the Executive under this Agreement.

Article 12. Governing Law

To the extent not preempted by federal law, the provisions of this Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario, without reference to its choice of law statutes or decisions.

IN WITNESS WHEREOF, the Executive and the Company have executed this Agreement as of the Effective Date.

INTERTAN CANADA, LTD.
By:	/s/ Brian E. Levy
	Chairman

EXECUTIVE:

/s/ Ean G. Daoust

Ean G. Daoust

ATTEST:

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Circuit City Stores, Inc. joins in the execution of this Agreement for purposes of acknowledging its obligations under Section 11.11 hereof.

CIRCUIT CITY STORES, INC.
By	/s/ Michael E. Foss
	Authorized Officer

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