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                                                                   EXHIBIT 4.1.1


                       AMENDMENT TO CONVERTIBLE DEBENTURE

         This Amendment to Convertible Debenture (the "Amendment") is entered
into as of April 20, 2001 between Procom Technology, Inc., a California
corporation (the "Company"), and Montrose Investments Ltd., a Cayman Islands
corporation (the "Holder").

         The Company and the Holder are parties to a Securities Purchase
Agreement dated as of October 31, 2000 (the "Purchase Agreement"), pursuant to
which the Company issued to the Holder a 6% Convertible Debenture due October
31, 2003 in the original principal amount of $15,000,000 (the "Debenture"). The
Company and the Holder desire to amend the Debenture as set forth herein. Terms
not otherwise defined herein shall have the meanings given such terms in the
Purchase Agreement or the Debenture.

         Accordingly, the Company and the Holder agree that Section 7(b) of the
Debenture is hereby amended and restated in its entirety as follows:

             "(b) May 15, 2001 shall be the first "RESET DATE" and thereafter
         each six month anniversary of the Original Issue Date shall constitute
         a Reset Date hereunder, and the "APPLICABLE PORTION" shall equal (i) on
         the first Reset Date, one-third of the original principal amount of
         this Debenture; (ii) on the second Reset Date, two-thirds of the
         original principal amount of this Debenture, and (iii) on the third
         Reset Date and each Reset Date thereafter, 100% of the original
         principal amount of this Debenture.

                  (i) For a period of five Trading Days beginning on and
             including each Reset Date (a "RESET PERIOD"), the Conversion Price
             applicable to the Applicable Portion of this Debenture shall be
             reset to the lesser of (A) the Conversion Price that would
             otherwise apply or (B) 90% of the average of the Closing Prices
             over the ten Trading Days preceding such Reset Date (the "RESET
             CONVERSION PRICE").

                  (ii) If the Holder delivers a Conversion Notice during any
             Reset Period with respect to all or any portion of the Applicable
             Portion of this Debenture (the "RESET PORTION"), the Company shall
             have the right, upon irrevocable notice delivered to the Holder
             within two Trading Days after receipt of such Conversion Notice, to
             repurchase all or any portion of the Reset Portion at a price equal
             to 100% of the outstanding principal amount thereof plus all
             accrued but unpaid interest thereon to the date of payment (the
             "RESET REPURCHASE PRICE"), and any portion of this Debenture so
             repurchased shall not be converted into Common Stock pursuant to
             such Conversion Notice. The Company shall pay the entire Reset
             Repurchase Price in immediately available funds (free of any claim
             of subordination) no later than 20 Trading Days after the Reset
             Date. Upon receipt of such payment, the Holder will deliver the
             original Debenture so repurchased to the Company, unless such
             Holder is awaiting receipt of a New Debenture from the Company
             pursuant to another provision hereof.

                  (iii) If the Company fails to pay the Reset Repurchase Price
             in full when due, then, in addition to any other remedies available
             to the Holder under the Transaction Documents, the Holder shall
             have the right (by notice to the Company) to (A) declare such
             repurchase to be void ab initio and (B) to convert all or any
             portion of the Reset Portion into Common Stock at the Reset
             Conversion Price."

         Except as expressly set forth above, the Debenture and all of the other
Transaction Documents (as defined in the Purchase Agreement) remain in full
force and effect in accordance with their terms, and any reference therein to
the "Debenture" shall mean the Debenture as amended by this Amendment. This
Amendment effects an amendment and a modification of the Debenture and not a
replacement or substitution thereof.


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         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.


                                            PROCOM TECHNOLOGY, INC.


                                            By: /s/ ALEX RAZMJOO
                                                --------------------------------
                                            Name:   Alex Razmjoo
                                                  ------------------------------
                                            Title:  President
                                                   -----------------------------



                                            MONTROSE INVESTMENTS LTD.


                                            By: /s/ KEVIN O'NEAL
                                                --------------------------------
                                            Name:   Kevin O'Neal
                                                  ------------------------------
                                            Title:  Authorized Signatory
                                                   -----------------------------



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