Exhibit 10.3

Textron Financial Corporation                         1180 Welsh Road, Suite 280
Subsidiary of Textron Inc.                                North Wales, PA  19454
Technology Finance Division                                       (877) 257-1010

April 11, 2003

Mr. Ted Li, President
Pacific Magtron, Inc.
1600 California Circle
Milpitas, CA 95035

RE: Conditional Approval Letter - Credit Line for Inventory Financing

Dear Mr. Li:

We are  pleased to inform you that the  Technology  Finance  Division of Textron
Financial  Corporation   (Textron)  has  conditionally   approved  an  inventory
financing   facility   of  Three   Million   Five   Hundred   Thousand   Dollars
($3,500,000.00).   The  conditions  of  approval  are  listed  on  the  enclosed
Acknowledgement.  Please take a moment to complete  the forms and return them so
that we may service your account in the most efficient way possible.

As an experienced leader in the field of inventory finance,  Textron appreciates
the  opportunity  to offer  this  facility.  Whether  it's  inventory,  accounts
receivable,  or purchase order  financing,  Textron offers a full  complement of
programs that provide maximum financial flexibility.

Please review the enclosed Acknowledgement and documentation,  and return to the
address noted at the bottom of the form. Should you have any questions regarding
this Conditional Approval Letter, please contact me at (877) 257-1010 ext. 5718.
Once all conditions  are received and your account is activated,  your Portfolio
Manager  will be  George  Wright.  If you have  any  questions  concerning  your
facility,  please call George at (877)  257-1010 ext. 5720. We look forward to a
lasting  relationship with you and your company.  Thank you for choosing Textron
as your inventory finance company.

Sincerely,


/s/ Patrick Smith
Patrick Smith
SVP, Credit and Operations Manager


cc: George Wright

Enclosures/mj
<PAGE>

Acknowledgement

Conditions for Activation

These conditions will need to be satisfied prior to Pacific Magtron,  Inc. using
it's approved  Textron facility in the amount of  $3,500,000.00.  Please execute
the enclosed documents in full and forward,  along with any other  documentation
requested, to the address at the bottom of this form.

-     Executed Acknowledgement;
-     Customer Application and Credit Release;
-     Loan  and  Security   Agreement,   Certificate   of  Corporate   Borrowing
      Resolutions, and Covenant Addendum;
-     Broad  lien  UCC  filing  giving  Textron  a  first  priority  lien on all
      corporate assets;
-     Evidence of termination of UCC filings by Wells Fargo Bank, FINOVA Capital
      Corp., Transamerica Commercial Finance Corporation,  GE Capital Commercial
      Services, and Micro Technology Concepts, Inc.;
-     Full  secured  corporate  guarantees  from Pacific  Magtron  International
      Corp., Pacific Magtron (GA) Inc., PMI Capital Corporation,  LiveWarehouse,
      Inc., Lea Publishing, Inc., and Frontline Network Consulting, Inc.
-     Textron  will issue a  $1,000,000.00  Irrevocable  Letter of Credit to the
      benefit of the International Bank of China.
-     Ted Li and Hui Cynthia Lee have  offered,  and  Textron  has  accepted,  a
      personal guaranty on behalf of Pacific Magtron, Inc.;
-     Textron  will  require  the  opportunity  to  view th  personal  financial
      statement of all guarantor(s);
-     Textron  will conduct a  collateral  audit  within 60 days after  funding.
      Recurring  audits will be conducted at the  discretion of Textron,  and at
      least semi-annually.  The actual costs of all collateral audits, capped at
      $2,000  per  audit,  will  be  fully  and  immediately  reimbursed  by the
      borrower;
-     Verifications  of accounts  receivable  prior to funding.  Pacific Magtron
      must  provide  detailed  A/R  agings  with  names,  numbers,  and  contact
      information;
-     Insurance Authorization;
-     Select Pay Form, along with a voided check;
-     Web Site documents: Internet registration and log;
-     Satisfactory Bank and Trade References;
-     Facility  fee of  $35,000,  due upon  acceptance  of Textron of the signed
      documents;
-     Satisfactory  assignment,  or  pledge,  of cash to Textron in an amount no
      less than $250,000.

Ongoing Conditions

These  conditions are a continuing  part of the approval  granted under your new
facility.

-     Monthly collateral reports of accounts  receivable,  accounts payable, and
      inventory  reports  within 15 days of month-end.  These may be provided in
      summary  at the  end-user  level  (alphabetically  listed),  and should be
      provided  for all  locations  aged out in 30-day  increments  from invoice
      date.  In  the  event  of  default,  or  at  TFD's  discretion,  reporting
      requirements may be increased.

-     Monthly company-prepared financial statements o PMI within 15 days of each
      month-end.

<PAGE>

-     Quarterly SEC form 10-Q,  including company- prepared financial statements
      of  Pacific  Magtron   International  Corp.  within  45  days  after  each
      quarter-end.
-     Annual internal FYE financial statement of Pacific Magtron, Inc. within 30
      days of each fiscal year- end.
-     Annual SEC form 10-K and audited fiscal financial  statements from Pacific
      Magtron International Corp. within 90 days of each fiscal year-end.
-     Evidence of Casualty  insurance  at a level  sufficient  to cover  average
      inventory  levels plus net fixed  assets,  accompanied  by a Lender's Loss
      Payable clause favoring Textron Financial Corporation.
-     Written  notification  from borrower of any material changes in the parent
      business   structure,   including   investment  or   divestiture   in  any
      subsidiaries.
-     Annual insurance renewals.
-     Textron will reserve the right to view the personal  financial  statements
      of the guarantors at least annually.

Terms

The terms  under which such  financing  will be provided to you are up to net 30
days.  Please note any products not rate supported by the Vendor will be subject
to a non-subsidy  "prepaid" flat charge at the prevailing  rate. Any invoice not
paid within the periods listed above will be charged at a default  interest rate
of Prime Rate plus six  percentage  points  from the due date  until  payment is
received.  From  time to time,  Textron  may  offer  different  approved  vendor
programs and terms to you after notice.

Textron maintains a common due date program.  All payments are due in our office
on the due dates of the 5th, 15th, and 25th of each month.

Textron will require a minimum monthly  floorplan  volume of One Million Dollars
($1,000,000.00). On a monthly basis, beginning June 1, 2003, Textron will charge
a fee of 0.25% on any amounts below the requirement.

We will  require  you to  maintain  collateral  coverage  equal  to 120% of your
Textron  loan  balance.  To the extent  that the sum of: (i)  eligible  accounts
receivable  times 70%, plus (ii) 90% of the Textron-  financed  inventory,  plus
(iii) 100% of any cash  assigned  or pledged to  Textron,  is less than (iv) the
Textron  loan  balance  as of the  date of the  accounts  receivable  aging  and
inventory report,  an immediate  prepayment will be required on the Textron loan
balance.  Textron reserves the right to adjust collateral  reliance rates at its
sole discretion.

Offset against payments to your account are not to be made unless  authorized by
Textron.  Any  unauthorized  offsets will be charged the default  interest  rate
noted.

Financial Covenants

Textron will require compliance with the following financial covenants:

<TABLE>
<CAPTION>
Pacific Magtron, Inc.                                                                                                   Tested:
                                                                                                                     -------------
<S>                                                                                                                    <C>
        Minimum current ratio of 1.0 to 1.0                                                                            Quarterly
        Maximum leverage (Unsubordinated Debt / Tangible Capital Funds) of 5.0 to 1.0                                  Quarterly
        Positive EBITDA on a year-to-date basis                                                                        Quarterly
        Minimum Tangible Capital Funds of $2,500,000                                                                   Quarterly
        No additional intercompany loans without Textron's prior written consent, specifically excluding accounts      Quarterly
        receivable and accounts payable generated in the normal course of business.
        120% collateral coverage at all times                                                                          Monthly

Pacific Magtron International Corp.
        Minimum current ratio of 1.0 to 1.0                                                                            Quarterly
        Maximum leverage of 6.0 to 1.0                                                                                 Quarterly
        Minimum Tangible Capital Funds of $2,500,000                                                                   Quarterly
</TABLE>

<PAGE>

Other Considerations

Additional  documentation or conditions may be requested from time to time. Full
compliance with the terms and conditions of the Loan and Security Agreement must
be  maintained.  Textron  reserves  the  right  to  discontinue  this  inventory
financing at any time at our sole discretion.

If the Credit Line for Inventory  Financing is not activated within 60 days from
the date of the issuance of this letter,  then the Conditional  Approval will be
withdrawn.

Please  return  the  information  requested,  as  well as a  signed  copy of the
Acknowledgement Letter, to the following address:

Textron Financial Corporation                    Acknowledged and Accepted:
Attn: SVP - Credit & Operations
1180 Welsh Road, Suite 280                   By:         /s/ Theodore S. Li
North Wales, PA 19454                                    -----------------------

                                             Print Name: Theodore S. Li

                                             Title:      President

                                             Date:       April 14, 2003