Exhibit 10.17

SECOND AMENDMENT

TO

REVOLVING CREDIT AGREEMENT

          SECONDAMENDMENT, dated as of March 16, 2001 (the "Amendment"), to the REVOLVING CREDITAGREEMENT, dated as of November 30, 2000, among SYSTEMAX, INC., a Delawarecorporation ("Systemax"), the subsidiaries of Systemax named therein (togetherwith Systemax, collectively, the "Borrowers"), THE CHASE MANHATTAN BANK("Chase"), The Bank of New York ("BNY"; and together with Chase, the "Banks")and THE CHASE MANHATTAN BANK, as Agent for the Banks (in such capacity, the"Agent"):

W I T N E S S E T H:

          WHEREAS, theBorrowers, the Banks and the Agent are parties to that certain Revolving CreditAgreement, dated as of November 30, 2000 as amended by that certain FirstAmendment to Revolving Credit Agreement, dated as of January 22, 2001 (as thesame may be amended, modified or supplemented from time to time, the "CreditAgreement"); and

          WHEREAS, theBorrowers have requested that from and after the Effective Date (as hereinafterdefined) of this Amendment, the Credit Agreement be amended subject to and uponthe terms and conditions set forth herein;

          NOW,THEREFORE, the parties hereto hereby agree as follows:

          1.          Asused herein, all terms that are defined in the Credit Agreement shall have thesame meanings herein.

          2.          The definition ofthe term "Maturity Date" set forth in Section 1.01 of the Credit Agreement ishereby amended in its entirety to read as follows:

"Maturity Date" shall mean May 31, 2001.

          3.          This Amendment shall notbecome effective until the date (the "Effective Date") on whichthis Amendment shall have been executed by the Borrowers and the Banks, and theAgent shall have received evidence satisfactory to it of such execution. 

          4.          Except to the extenthereby amended, the Credit Agreement and each of the Loan Documents remain infull force and effect and are hereby ratified and affirmed. 

          5.          The Borrowers agree thattheir obligations set forth in Section 9.05 of the Credit Agreement shall extendto the preparation, execution and delivery of this Amendment, including thereasonable fees and disbursements of special counsel to the Agent. 

          6.           This Amendment shall belimited precisely as written and shall not be deemed (a) to be a consent grantedpursuant to, or a waiver or modification of, any other term or condition of theCredit Agreement or any of the instruments or agreements referred to therein or(b) to prejudice any right or rights which the Agent or the Banks may now haveor have in the future under or in connection with the Credit Agreement or any ofthe instruments or agreements referred to therein. Whenever the Credit Agreementis referred to in the Credit Agreement or any of the instruments, agreements orother documents or papers executed or delivered in connection therewith, suchreference shall be deemed to mean the Credit Agreement as modified by thisAmendment. 

          7.          Amendment may beexecuted in any number of counterparts and by the different parties hereto inseparate counterparts, each of which when so executed and delivered shall bedeemed to be an original and all of which taken together shall constitute butone and the same instrument. 

          8.          ThisAmendment shall be governed by, and construed in accordance with, the laws ofthe State of New York.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be dulyexecuted as of the day and the year first written.