**Exhibit 10.29**

 

**CompUSA Inc.**

**c/o Gordon Brothers Group, LLC**

**101 Huntington Avenue, 10th Floor**

**Boston, MA02199**

 

February 14, 2008

 

Systemax, Inc.

11 Harbor Park Drive

Port Washington, NY 11050

Attention: Richard Leeds, Chairman and CEO

Facsimile: (516) 608-3501

 

Ladies and Gentlemen:

 

Referenceis made to the Asset Purchase Agreement, dated January 5, 2008 (the “AssetPurchase Agreement”), by and among Systemax Inc., a Delaware****corporation (“Systemax”), New SAHCorp., a Delaware****corporation anda wholly-owned subsidiary of Systemax, DotDeal Inc., a Florida****corporation and a wholly-owned subsidiaryof Systemax, Longhorn Inc., a Delaware****corporationand a wholly-owned subsidiary of Systemax (the “Real Estate Buyer”), andCompUSA Inc., a Delaware corporation.  Capitalizedterms used but not otherwise defined herein shall have the meanings ascribed tosuch terms in the Asset Purchase Agreement.

 

## 1.1        Amendment.   In accordance with Section 10.10 of theAsset Purchase Agreement, the Parties hereby agree to amend the Asset PurchaseAgreement as follows:

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## Section 2.1(b) of the Asset PurchaseAgreement is amended to add the following at the end thereof:

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## “Notwithstanding anything herein or in any Closing Notice to thecontrary, (i) the Real Estate Closing for the Purchased Real Estate Assetsand Assumed Real Estate Liabilities relating to the Acquired Premises locatedin Altamonte Springs, Florida, Orlando, Florida, Plano, Texas and Guaynabo,Puerto Rico shall occur on March 3, 2008, or such date or dates as theParties may mutually agree, (ii) the Real Estate Closing for the PurchasedReal Estate Assets and Assumed Real Estate Liabilities relating to the AcquiredPremises located in Plantation, Florida shall occur on February 25, 2008,or such date as the Parties may mutually agree and (iii) the Real EstateClosing for the Purchased Real Estate Assets and Assumed Real EstateLiabilities relating to the Acquired Premises located in Clearwater, Florida, in Brandon, Floridaand at 9041 Southside Blvd., Unit #118, Jacksonville, Florida 32256, shall occur on February 18, 2008, or such date ordates as the Parties may mutually agree; provided, that, with respect tothe Real Estate Closings set forth in subparagraph (iii), the Real Estate Buyershall be deemed to have satisfied its obligations set forth in Section 2.5(b) hereofand the closing condition set forth in Section 8.3(d) hereof if theReal Estate Buyer delivers the applicable Real Estate Purchase Price for theseAcquired Premises by no later than 4:00 p.m. on February 19, 2008.”

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## 1.2        Escrow Account. The Parties hereby acknowledge and agree that, notwithstanding anythingin the Asset Purchase Agreement or in any Closing Notice to the contrary, theamount set forth on Schedule I attached hereto of the applicable Real Estate 

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## Purchase Price for the Purchased Real EstateAssets relating to the Acquired Premises located in Miami, Florida andAltamonte Springs, Florida (the “Escrowed Amounts”) shall be depositedinto an escrow account (the “Escrow Account”) for such time and subjectto the terms and conditions set forth in that certain Escrow Agreement, datedas of February     , 2008, among Wilmington TrustCompany, the Seller and the Real Estate Buyer. The Parties acknowledge that with respect to the Escrowed Amounts, andonly with respect to the these amounts, the Escrow Account is the accountdesignated by Seller to receive the Real Estate Purchase Price pursuant to Section 2.5(b) ofthe Asset Purchase Agreement.  Theremaining amount of the applicable Real Estate Purchase Price for suchPurchased Real Estate Assets shall be delivered to the Seller’s accountpreviously designated by the Seller and otherwise as set forth in the AssetPurchase Agreement.

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## 1.3        Governing Law. This Letter shall be governed by and construed in accordance with thelaws of the State of New York.

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## 1.4        Headings.  Thecaption headings in this Letter are for convenience only and are not intendedto be a part of this Letter and shall not be construed to modify, explain oralter any of the terms, covenants or conditions herein contained.

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## 1.5        Counterparts andSignature.  This Letter may beexecuted in two or more counterparts, each of which shall be deemed anoriginal, but all of which shall constitute one and the same document.  All signatures of the parties to this Lettermay be transmitted by facsimile, and such facsimile will, for all purposes, bedeemed to be the original signature of such party whose signature it reproducesand will be binding upon such party.

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## 1.6        Effect on AssetPurchase Agreement. Except as modified hereby, the Asset Purchase Agreementshall continue in full force and effect in accordance with its terms.

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|                                                           | Very  truly yours,      |
|----------------------------------------------------------------|-------------------------|
|                                                           |                    |
|                                                           | COMPUSA INC.            |
|                                                           |                    |
|                                                           | By:                     | /s/ William Weinstein |
|                                                           | Name: William Weinstein |
|                                                           | Title: President        |
|                                                           |                    |
| Acknowledged and Agreed as of this 14th day of  February, 2008 |                    |
|                                                           |                    |
|                                                           |                    |
|                                                           | SYSTEMAX INC.           |
|                                                           |                    |
|                                                           | By:                     | /s/ Curt Rush |
|                                                           | Name: Curt Rush         |
|                                                           | Title: Secretary        |
|                                                           |                    |
|                                                           | NEW SAH CORP.           |
|                                                           |                    |
|                                                           | By:                     | /s/ Curt Rush |
|                                                           | Name: Curt Rush         |
|                                                           | Title: Secretary        |
|                                                           |                    |
|                                                           | DOTDEAL INC.            |
|                                                           |                    |
|                                                           | By:                     | /s/ Curt Rush |
|                                                           | Name: Curt Rush         |
|                                                           | Title: Secretary        |
|                                                           |                    |
|                                                           | LONGHORN INC.           |
|                                                           |                    |
|                                                           | By:                     | /s/ Curt Rush |
|                                                           | Name: Curt Rush         |
|                                                           | Title: Secretary        |

 

 

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**SCHEDULE I**

 

**Escrowed Amounts**

** **

| **Acquired  Premise**                                                                      | ** ** | **Escrowed Amount** |
|--------------------------------------------------------------------------------------------|------------|---------------------|
| 1.  Store No. 607 located at 130 E.  Altamonte Dr., Altamonte Springs, FL 32701. |       | $                   | 200,000 |
| 2.  Store No. 615 located at 7440 North  Kendall Dr., Miami, FL 33156.           |       | $                   | 375,000 |

 

 

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