**EXHIBIT 10.v**
AMENDMENT TO AGREEMENT FOR WHOLESALE FINANCING
     This Amendment to Agreement for Wholesale Financing (“Amendment”) is made by and between**GE Commercial Distribution Finance Corporation** (formerly known as Deutsche Financial ServicesCorporation) (“CDF”) and **Bell Industries, Inc.** (“Dealer”).
     WHEREAS, CDF and Dealer entered into that certain Agreement for Wholesale Financingdated May 11, 2001 (“Agreement”); and
     WHEREAS, CDF and Dealer desire to amend the Agreement as provided herein
     NOW, THEREFORE, for and in consideration of the premises, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, CDF and Dealer agreeas follows:
 1  All references in the Agreement to “Deutsche Financial ServicesCorporation” and “DFS” shall be deemed to be references to “GE Commercial DistributionFinance Corporation” and “CDF.”  2.  Paragraph 4 of the Agreement is restated in its entirety as follows:
“**Collateral Reports; Paydown**. Dealer will forward to CDF by the sixth (6th) day ofeach month (or the next business day) a Collateral Report (as defined below) dated as of the5th day of such month. Regardless of the SPP terms pertaining to any Collateralfinanced by CDF, and notwithstanding any scheduled payments made by Dealer after theDetermination Date (as defined below) or anything contained in the Agreement to the contrary,if CDF determines, after reviewing the Collateral Report, after conducting an inspection ofthe Collateral or otherwise, that (i) the total current outstanding indebtedness owed byDealer to CDF as of the date of the Collateral Report, inspection or any other date on which apaydown is otherwise required hereunder, as applicable (the “Determination Date”), exceeds(ii) the Collateral Liquidation Value (as defined below) as of the Determination Date, Dealerwill immediately upon demand pay CDF the difference between (i) Dealer’s total currentoutstanding indebtedness owed to CDF as of the Determination Date, and (ii) the CollateralLiquidation Value as of the Determination Date. Any and all such paydown amounts will beapplied to the then oldest outstanding indebtedness owed by Dealer to CDF.
The term “Collateral Report” is defined herein to mean a report compiled by Dealer specifyingthe following information: (a) the total aggregate wholesale invoice price of all of Dealer’sinventory financed by CDF that is unsold and in Dealer’s possession and control as of the dateof such Report; and (b) the total outstanding balance owed to Dealer (and specifically toDealer’s Bell Tech.logix division) on Dealer’s Eligible Accounts (as defined below) as of thedate of such Report: in each case to the extent CDF has a first priority, fully perfectedsecurity interest therein; and (c) the total amount owed to Union Bank of California, N.A.from Dealer as of the date of such Report (“Union Bank Outstandings”). In addition, Dealerwill (1) e-mail to CDF by the tenth(10th) day of each month, the amount of the UnionBank Outstandings as of the last day of the prior month, and (2) forward to CDF not more thantwenty-five (25) days following each fiscal quarter end, a copy of the borrowing basecertificate and supporting documentation that Dealer has provided to Union Bank of California,N.A. or any successor lender.
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The term “Eligible Accounts” is defined herein to include all of Dealer’s accountsreceivable except for: (a) accounts created from the sale of goods and services onnon-standard terms and/or that allow for payment to be made more than thirty (30) days fromthe date of sale; (b) accounts unpaid more than ninety (90) days from date of invoice; (c) allaccounts of any obligor with fifty percent (50%) or more of the outstanding balance unpaid formore than ninety (90) days from the date of invoice; (d) accounts which the obligor is anofficer, director, shareholder, partner, member, owner, employee, agent, parent, subsidiary,affiliate of, or is related or has common shareholders, officers, directors, owners, partnersor members; (e) consignment sales; (f) accounts for which the payment is or may beconditional; (g) accounts for which the obligor is not a commercial or institutional entity oris not a resident of the United States or Canada; (h) accounts with respect to which anywarranty or representation provided herein is not true and correct; (i) accounts whichrepresent goods or services purchased for a personal, family or household purpose; (j)accounts which represent goods used for demonstration purposes or loaned by Dealer to anotherparty; (k) accounts which are progress payment, barter or contraaccounts; (l) accounts whichare discounts, rebates, bonuses or credits for returned goods owed to Dealer by any thirdparty; (m) accounts which are being financed by CDF pursuant to a Business Financing Agreementor other comparable document between Dealer and CDF; and (n) any and all other accounts whichCDF deems to be ineligible. CDF may, with notice to Dealer and at any time or times hereafter,verify the validity, amount or any other matter relating to any Eligible Account by mail,telephone, or other means, in the name of Dealer or CDF.
The term “Collateral Liquidation Value” is defined herein to mean: (i) one hundred percent(100%) of the total aggregate wholesale invoice price of all of Dealer’s Bell Tech.logixdivision’s inventory and demonstration equipment financed by CDF that is unsold and inDealer’s possession and control; and (ii) one hundred percent (100%) of the CDF AccountPortion (as defined below): in each case as of the date of the Collateral Report and to theextent CDF has a first priority, fully perfected security interest therein.
The term “CDF Account Portion” is defined herein to mean (a) the net amount of EligibleAccounts arising from sales of inventory of Dealer’s Bell Tech.logix division and financed byCDF for Dealer, as shown on the most recent Collateral Report, multiplied by (b) the quotientof (i) the amount due CDF from Dealer (“CDF Outstandings”) divided by (ii) the sum of (x) CDFOutstandings plus (y) Union Bank Outstandings: in each case as of the date of the CollateralReport, but in no event to exceed Ten Million Dollars ($10,000,000).
If Dealer from time to time is required to make immediate payment to CDF of any past dueobligation discovered during any Collateral review, upon review of a Collateral Report or atany other time, Dealer agrees that acceptance of such payment by CDF shall not be construed tohave waived or amended the terms of its financing program.”
               3. **NoOther Modifications**. Except as expressly modified or amended herein, all otherterms and provisions of the Agreement shall remain unmodified and in full force and effect andthe Agreement, as hereby amended, are ratified and confirmed by CDFand Dealer.
               4. **CapitalizedTerms**. Except as otherwise defined herein, all capitalized terms willhave the same meanings set forth in the Agreement.
               Dealerwaives notice of CDF’s acceptance of this Amendment.
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     INWITNESS WHEREOF, CDF and Dealer have executed this Amendment as of the 12th day of December, 2003.     **GE COMMERCIAL DISTRIBUTIONFINANCE CORPORATION**