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                                                                   EXHIBIT 10.29

            PAYDOWN AMENDMENT TO AGREEMENT FOR WHOLESALE FINANCING


This Amendment is made to that certain Agreement for Wholesale Financing entered
into by and between CREATIVE COMPUTERS, INC. ("Dealer") and Deutsche Financial
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Services Corporation ("DFS") on April 4th 1991, as amended ("Agreement").

     FOR VALUE RECEIVED, Dealer and DFS agree to amend the Agreement to provide
as follows (capitalized terms shall have the same meaning as defined in the
Agreement unless otherwise indicated):

          Dealer will forward to DFS by the FIRST AND THIRD TUESDAY OF EACH
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          CALENDAR MONTH A Collateral Report (as defined below) dated as of the
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          Monday immediately preceding each such Tuesday.  Regardless of the SPP
          terms pertaining to any Collateral financed by DFS, and
          notwithstanding any scheduled payments made by Dealer after the
          Determination Date (as defined below) or anything contained in the
          Agreement to the contrary, if DFS determines, after reviewing the
          Collateral Report, after conducting an inspection of the Collateral or
          otherwise, that (i) the total current outstanding indebtedness owed by
          Dealer to DFS as of the date of the Collateral Report, inspection or
          any other data on which a paydown is otherwise required hereunder, as
          applicable (the "Determination Date"), exceeds (ii) the Collateral
          Liquidation Value (as defined below) as of the Determination Date,
          Dealer will immediately upon demand pay DFS the difference between (i)
          Dealer's total current outstanding indebtedness owed to DFS as of the
          Determination Date, and (ii) the Collateral Liquidation Value as of
          the Determination Date.

          The term "Collateral Report" is defined herein to mean a report
          complied by Dealer specifying the following information:  (a) the
          total aggregate wholesale invoice price of all of Dealer's inventory
          financed by DFS that is unsold and in Dealer's inventory financed by
          DFS that is unsold and in Dealer's possession and control as of the
          date of such Report; and (b) the total outstanding balance owed to
          Dealer on Dealer's Eligible Accounts (as defined below) as of the date
          of such Report; in each case to the extent DFS has a first priority,
          fully perfected security interest therein.

          The term "Eligible Accounts" is defined herein to include all of
          Dealer's accounts receivable except for:  (a) accounts credited from
          the sale of goods and services on non-standard terms and/or that allow
          for payment to be made more than thirty (30) days from the date of
          sale; (b) accounts unpaid more than ninety (90) days from the date of
          invoice; (c)  all accounts of any obligor with fifty percent (50%) or
          more of the outstanding balance unpaid for more than ninety (90) days
          from the date of invoice; (d) accounts which the obligor is an
          officer, director, shareholder, partner, member, owner, employee,
          agent, parent, subsidiary, affiliate of, or is related or has common
          shareholders, officers, directors, owners, partners or members; (e)
          consignment sales; (f) accounts for which the payment is or may be
          conditional; (g) accounts for which the obligor is not a commercial or
          institutional entity or is not a resident of the United States or
          Canada; (h) accounts with respect to which any warranty or
          representation provided herein is not true and correct; (i) accounts
          which represent goods or services purchased for a personal, family or
          household purpose; (j) accounts which represent goods used for
          demonstration purposes or loaned by Dealer to another party; (k)
          accounts which are progress payment, barter or contra accounts; (l)
          accounts which are discounts, rebates, bonuses or credits for returned
          goods owed to Dealer by any third party; (m) accounts which are being
          financed by DFS pursuant to a Business Financing Agreement or other
          comparable document between Dealer and DFS; and (n) any and all other
          accounts which DFS deems to be ineligible.
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          The term "Collateral Liquidation Value" is defined herein to mean: (i)

          ONE HUNDRED percent (100%) of the total aggregate wholesale invoice
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          price of all of Dealer's inventory financed by DFS that is unsold and
          in Dealer's possession and control; and (ii) FIFTY percent (50%) of
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          the total outstanding balance of Dealer's Eligible Accounts: in each
          case as of the date of the Collateral Report and to the extent DFS has
          a first priority, fully perfected security interest therein.

          If Dealer from time to time is required to make immediate payment to
          DFS of any past due obligation discovered during any Collateral
          review, upon review of a Collateral Report or at any other time,
          Dealer agrees that acceptance of such payment by DFS shall not be
          construed to have waived or amended the terms of its financing
          program.

All other terms as they appear in the Agreement, to the extent consistent with
the foregoing, are ratified and remain unchanged and in full force and effect.

     IN WITNESS WHEREOF, Dealer and DFS have executed this Paydown Amendment to
Agreement for Wholesale Financing the    25   day of   February  , 1997.
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                          Creative Computers, Inc.
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                               (Dealer)


ATTEST                   By:  Rick Finkbeiner
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                         Title: Chief Financial Officer
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Linda Louie
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General Counsel

                         DEUTSCHE FINANCIAL SERVICES CORPORATION


                         By: /s/
                         Title: Credit Manager
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