EXHIBIT 10.1

ADDENDUM TO AGREEMENT FOR WHOLESALE FINANCING AND BUSINESS FINANCING AGREEMENT

This
Addendum is made to (i) that certain Agreement for Wholesale Financing executed
on the 29th day of July, 2005, between EMTEC,
INC.,a New Jersey corporation, and Westwood Computer Corporation(individually, collectively and jointly and severally Dealer) and GE
Commercial Distribution Finance Corporation(CDF), as amended (AWF) and (ii)
that certain Business Financing Agreement between Dealer and CDF dated July 29,
2005, as amended (BFA).

FOR
VALUE RECEIVED, CDF and Dealer agree as follows:

1.
Section 3.2 of the BFA is hereby amended to read as follows, and, to the extent
applicable, the following provision shall also amend the AWF (capitalized terms
shall have the same meaning as defined in the BFA unless otherwise indicated):

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3.2 Available Credit; Paydown.On receipt
of each Schedule, CDF will credit Dealer with such amount, up to the
remainder of (a) Eighty-Five Percent (85%)of the net amount of eligible Accounts
listed in such Schedule, minus (b) the amount of Dealers SPP Deficit (as
defined below) under Dealers Agreement for Wholesale Financing (the AWF)
with CDF, as in effect from time to time, minus (c) Five Million Dollars
($5,000,000)((a) minus the sum of (b) and (c) is referred to herein as the Available
Credit). In no event will CDF credit Dealer with more than Dealers maximum
Accounts Receivable Facility from time to time established by CDF, not to
exceed the Available Credit.                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Dealers SPP
  Deficit shall mean the amount, if any, by which Dealers total current
  outstanding indebtedness to CDF under the AWF as of the date of the Inventory
  Report (as defined below) exceeds the Inventory Value (as defined below) as
  determined by, and as of the date of, the Inventory Report. Such SPP Deficit,
  if any, will remain in effect for purposes of this Agreement until the
  preparation and delivery by Dealer to CDF of a new Inventory Report. Dealer
  will forward to CDF by the tenth (10th) day of every month an
  Inventory Report dated as of the last day of the prior month which specifies
  the total aggregate wholesale invoice price of all of Dealers inventory
  financed by CDF under the AWF that is unsold and in Dealers possession and
  control as of the date of the Inventory Report.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | The term Inventory
Value is defined herein to mean One Hundred Percent (100%)of the total
aggregate wholesale invoice price of all of Dealers inventory financed by
CDF under the AWF that is unsold and in Dealers possession and control as of
the date of the Inventory Report and to the extent that CDF has a first
priority, fully perfected security interest therein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | If, for any
  reason, Dealers outstanding loans under Dealers Accounts Receivable
  Facility shall at any time exceed Dealers Available Credit, Dealer will
  immediately repay to CDF the amount of such excess.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Furthermore,
as an amendment to the AWF, in the event Dealers SPP Deficit exceeds at any
time (a) Eighty-Five Percent (85%)of the net amount of eligible Accounts,
minus (b) Dealers outstanding loans under Dealers Accounts Receivable
Facility, minus (c) Five Million Dollars ($5,000,000), Dealer will
immediately pay to CDF, as a reduction of Dealers total current outstanding
indebtedness to CDF under the AWF, such excess. CDF will loan Dealer, on
request, such amount so credited or a part thereof as requested provided that
at no time will such outstanding loans exceed the Accounts Receivable Facility.                                                                                                                                                                                                                    

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| |                                                                     
| | --------------------------------------------------------------------
| | No advances
  or loans need be made by CDF if Dealer is in Default.

2.
Section 12 (k) of the AWF is hereby amended to read as follows (capitalized
terms shall have the same meaning as defined in the AWF unless otherwise
indicated):

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (k) Dealer
  or any Guarantor, becomes insolvent or voluntarily or involuntarily becomes
  subject to the Federal Bankruptcy Code, any state insolvency law or any
  similar law as a result of which the related proceedings, if an involuntary
  proceeding, remain undismissed, undischarged or unbonded for a period of 60
  days from the commencement thereof or which results in the entry of an order
  for relief which shall not have been vacated, discharged, stayed, or bonded
  pending appeal within 60 days of the entry thereof (it being understood that
  CDF will not be obligated to give any approvals to Vendors for new inventory
  financing during said 60 day period);
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Dealer
  waives notice of CDFs acceptance of this Addendum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

All
other terms and provisions of the AWF and BFA, to the extent not inconsistent
with the foregoing, are ratified and remain unchanged and in full force and
effect.

IN
WITNESS WHEREOF, Dealer and CDF have executed this Addendum on this ____ day of
____________, 2006.

|                              |                  |             |     |                 
|----------------------------- | ---------------- | ----------- | --- | ----------------
|Westwood Computer Corporation |                  | EMTEC, INC.
|                              |                  |             |     |                 
|By:                           | /s/ Keith Grabel |             | By: | /s/ Dinesh Desai
|                              |                  |             |     |                 
|                              | Keith Grabel     |             |     | Dinesh Desai    
|                              | President        |             |     | Chairman        
|                              |                  |             |     |                 

|                                                 |                                                |  |  | 
|------------------------------------------------ | ---------------------------------------------- |  |  | 
|GE COMMERCIAL DISTRIBUTION FINANCE
  CORPORATION
|By:                                              | /s/ David Mintert                              |  |  | 
|                                                 |                                                |  |  | 
|                                                 | David
  Mintert
  Vice President of Operations |  |  | 

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