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            FIRST AMENDMENT TO CHANGE OF CONTROL, CONFIDENTIALITY
                           AND NONCOMPETE AGREEMENT


       This First Amendment to Change of Control, Confidentiality and
Noncompete Agreement is entered into as of April 19, 1999, between Damark
International, Inc., a Minnesota corporation (including its subsidiaries, the
"Company"), located in Minneapolis, Minnesota, and Michael D. Moroz, an
individual residing at 6248 Niagra Court North, Maple Grove, Minnesota 55311
("Executive")

                                   RECITALS:

       A.     The Executive and the Company have entered into a Change of
Control, Confidentiality and Noncompete Agreement dated March 2, 1998 (the
"Original Agreement").

       B.     The Company and the Executive have agreed that certain
modifications of the Original Agreement are required in order to clarify the
period of applicability of the noncompete, nonsolicitation and
nondisparagement agreements of the Executive.

       NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Executive agree as follows:

       1.     AMENDMENT OF RECITAL C OF THE ORIGINAL AGREEMENT.  Recital C of
the Original Agreement is hereby deleted in its entirety and replaced by a
new Recital C to read as follows:

              "C.  The Company believes that it is important that it
       receive certain assurances with respect to its Confidential
       Information and the Executive's Work Product (each as defined
       herein) and that the Company receive certain protections with
       respect to the Executive's activities in the event his employment
       is terminated following a Change in Control."

       2.     AMENDMENT OF PARAGRAPH 1(h) OF THE ORIGINAL AGREEMENT.
Paragraph 1(h) of the Original Agreement is deleted in its entirety and
replaced by a new Paragraph 1(h) to read as follows:

              (h)    "Termination Date" means the date on which the
       Executive ceases to be an employee of the Company if such date
       occurs within (and including) 24 months after a Change in
       Control."

       3.     AMENDMENT OF PARAGRAPH 10(a) OF THE ORIGINAL AGREEMENT.  The
second sentence of Paragraph 10(a) of the Original Agreement is hereby
amended by deleting the phrase ",...from the date hereof until the first
anniversary of the Termination Date..." and inserting a new phrase to read as
follows:  ",...and in the event of a Change in Control, from the Termination
Date until the first anniversary thereof..."

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       4.     AMENDMENT OF PARAGRAPH 10(b) OF THE ORIGINAL AGREEMENT.  The
first sentence of Paragraph 10(b) of the Original Agreement is hereby amended
by deleting the phrase "The Executive covenants and agrees that during the
period commencing with the date of this Agreement and ending on the first
anniversary of the Termination Date,..." and inserting a new phrase to read
as follows:  "The Executive covenants and agrees that during the period
commencing with the Termination Date and ending on the first anniversary
thereof..."

       5.     CONTINUED EFFECT OF ORIGINAL AGREEMENT.  Except as set forth
herein, the Original Agreement continues in full force and effect.

       IN WITNESS WHEREOF, the undersigned have cause this Agreement to be
executed as of the day and year first above written.


                                   DAMARK INTERNATIONAL, INC.



                                   By:    /s/ Mark A. Cohn
                                      ------------------------------------
                                   Its:   Chairman/CEO
                                       -----------------------------------

                                   EXECUTIVE



                                          /s/ Michael D. Moroz
                                   ---------------------------------------
                                   Michael D. Moroz


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