Exhibit 10.12


                                                                      EXECUTION


         FIRST AMENDMENT TO CREDIT AGREEMENT BY AND AMONG WESTCON GROUP
         NORTH AMERICA, INC. AND WESTCON CANADA SYSTEMS (WCSI) INC., AS
            BORROWERS, WESTCON GROUP, INC., GENERAL ELECTRIC CAPITAL
        CORPORATION, AS AMERICAN COLLATERAL AGENT AND AS LENDER, GENERAL
        ELECTRIC CAPITAL CANADA INC., AS CANADIAN COLLATERAL AGENT AND AS
            LENDER AND THE OTHER LENDERS, AMONG OTHERS, PARTY THERETO
            ---------------------------------------------------------

         This First Amendment to Credit Agreement, dated as of January 16, 2004
(this "Amendment"), is entered into by and among WESTCON GROUP, INC., a Delaware
corporation ("Westcon"), WESTCON GROUP NORTH AMERICA, INC., a New York
corporation ("Westcon America"), WESTCON CANADA SYSTEMS (WCSI) INC., a Canadian
corporation ("Westcon Canada" and together with Westcon America, "Borrowers"),
the other Obligors, HSBC BANK USA, a New York State banking corporation
("HSBC"), as Arranger and as Lender, GENERAL ELECTRIC CAPITAL CORPORATION, a New
York corporation, as American Collateral Agent and as Lender, GENERAL ELECTRIC
CAPITAL CANADA INC., a Canadian corporation, as Canadian Collateral Agent and as
Lender and the other Lenders, among others, party to the Credit Agreement.

                                    RECITALS

     WHEREAS, Westcon, Westcon America, Westcon Canada, the other Obligors, the
American Collateral Agent, Canadian Collateral Agent and Lenders, are parties to
a Credit Agreement, dated as of June 12, 2003 (as amended, supplemented,
restated or otherwise modified from time to time, the "Credit Agreement").

     WHEREAS, the Borrowers, the Agents and the Lenders are desirous of amending
Section 1.1 of the Credit Agreement, as and to the extent set forth in this
Amendment.

          NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, and of the loans or other extensions of credit
heretofore, now or hereafter made to, or for the benefit of, Borrowers by
Lenders, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

          1. Definitions. Except to the extent otherwise specified herein,
capitalized terms used in this Amendment shall have the same meanings ascribed
to them in the Credit Agreement.


<PAGE>


          2. Amendments.

          2.1 The definition of "EBITDA" set forth in Section 1.1 of the Credit
Agreement is hereby amended by deleting existing subsections (11) and (12) in
their entirety and replacing them with the following:

          "(11) costs not to exceed $700,000 incurred during fiscal year
     2004 which are associated with the planning and restructuring of the
     Borrowers; and (12) costs not to exceed $3,800,000 incurred during
     fiscal year 2004 which are associated with the planned restructuring of
     the European subsidiaries of Westcon, respectively."

          3. Representations and Warranties of the Borrower. Each of the
Borrowers, Westcon and each of the other Obligors jointly and severally hereby
represent and warrant that:

          3.1 The execution, delivery and performance by each of the Borrowers,
Westcon and each of the Obligors of this Amendment has been duly authorized by
all necessary corporate action, including, without limitation, all necessary
action by its board of directors and stockholders, and that this Amendment is a
legal, valid and binding obligation of each of the Borrowers, Westcon and each
of the Obligors enforceable against it in accordance with its terms, except as
the enforcement hereof may be subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors' rights generally or to general principles of equity.

          3.2 The execution, delivery and performance of this Amendment by each
of the Borrowers, Westcon and each of the Obligors does not, and will not,
contravene or conflict with any provision of (i) law, (ii) any judgment, decree
or order, or (iii) the certificate or articles of incorporation or by-laws of
either of the Borrowers, Westcon and any Obligor, and does not, and will not,
contravene or conflict with, or cause any Lien to arise under, any provision of
any agreement, mortgage, lease, instrument or other document binding upon or
otherwise affecting either of the Borrowers, Westcon and any Obligors or any
property of either of the Borrowers, Westcon or any Obligor or any Subsidiary
thereof.

          3.3 All of the representations and warranties contained in the Credit
Agreement and each other Loan Document are true and correct in all material
respects on and as of the date hereof as if made on the date hereof and that no
Default or Event of Default exists under the Credit Agreement or any other Loan
Document or will exist after or be triggered by the execution and delivery of
this Amendment. In addition, each of the Borrowers, Westcon and each of the
Obligors hereby represents and warrants that the Credit Agreement and each of
the other Loan Documents remains in full force and effect.

          4. Conditions Precedent to Amendments. The amendments contemplated by
Section 2 hereof are subject to the satisfaction of each of the following
conditions precedent:

          4.1 Amendment. This Amendment shall have been duly executed and
delivered by each of the Borrowers, Westcon, each of the Obligors and each of
the Required Lenders.


                                       2


<PAGE>


          4.2 Documentation. Each of the Borrowers, Westcon and each of the
other Obligors shall have delivered to the American Collateral Agent such other
documents as the American Collateral Agent may reasonably request each duly
executed and dated the date hereof, in form and substance satisfactory to the
American Collateral Agent.

          4.3 No Default. As of the closing date hereof, no Default or Event of
Default shall have occurred and be continuing.

          4.4 Representations and Warranties. On and as of the date hereof, the
representations and warranties contained in Article 4 of the Credit Agreement
and in Section 3 of this Amendment shall be true and correct as though made on
such date, except, in the case of representations and warranties contained in
Article 4 of the Credit Agreement, for such changes as are specifically
permitted under the Credit Agreement.

          5. Reference to and Effect Upon the Credit Agreement and other Loan
Agreements.

          5.1 Except as specifically amended in Section 2 above, the Credit
Agreement and each other Loan Document shall remain in full force and effect and
is hereby ratified and confirmed.

          5.2 The execution, delivery and effect of this Amendment shall be
limited precisely as written and shall not be deemed to (i) be a consent to any
waiver of any term or condition, or to any amendment or modification of any term
or condition (except as specifically amended in Section 2 above), of the Credit
Agreement or any other Loan Document or (ii) prejudice any right, power or
remedy which the Agents or any Lender now has or may have in the future under or
in connection with the Credit Agreement or any other Loan Document. Each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or any other word or words of similar import shall mean and be a
reference to the Credit Agreement as amended hereby, and each reference in any
other Loan Document to the Credit Agreement or any word or words of similar
import shall be and mean a reference to the Credit Agreement as amended hereby.

          6. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original but all
such counterparts shall constitute one and the same instrument. Delivery of an
executed counterpart to this Amendment by facsimile machine shall be as
effective as delivery of a manually executed counterpart of this Amendment.

          7. Costs and Expenses. As provided in Section 7.5 of the Credit
Agreement, Borrower shall pay on demand all fees, costs and expenses incurred by
the Arranger and Collateral Agents in connection with the preparation, execution
and delivery of this Amendment (including, without limitation, all attorneys'
fees).

          8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF
THE STATE OF NEW YORK.


                                       3


<PAGE>


          9. Headings. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.

                            [Signature Pages Follow]


                                       4


<PAGE>


     IN WITNESS WHEREOF, this Amendment to the Credit Agreement has been duly
executed as of the date first written above.


                                      WESTCON GROUP, INC.


                                      By: /s/ John P. O'Malley
                                          -------------------------------------
                                            Name: John P. O'Malley, III
                                            Title: Vice President


                                      WESTCON GROUP NORTH AMERICA, INC.


                                      By: /s/ John P. O'Malley
                                          -------------------------------------
                                            Name: John P. O'Malley, III
                                            Title: Vice President


First Amendment to Credit Agreement


<PAGE>



                                      WESTCON CANADA SYSTEMS (WCSI) INC.


                                      By: /s/ John P. O'Malley
                                          -------------------------------------
                                            Name: John P. O'Malley, III
                                            Title: Vice President


                                      EASTPRO SERVICES, INC., as an Obligor


                                      By: /s/ John P. O'Malley
                                          -------------------------------------
                                            Name: John P. O'Malley, III
                                            Title: Vice President


First Amendment to Credit Agreement


<PAGE>



                                      HSBC BANK USA, as Arranger, as American
                                      L/C Issuer and as an American Lender


                                      By: /s/ Patricia Tostanoski
                                          -------------------------------------
                                            Name: Patricia Tostanoski
                                            Title: Vice President


First Amendment to Credit Agreement


<PAGE>



                                      GENERAL ELECTRIC CAPITAL
                                      CORPORATION, as American Collateral
                                      Agent and an American Lender


                                      By: /s/ Howard Weinberg
                                          -------------------------------------
                                             Howard Weinberg
                                             Duly Authorized Signatory


First Amendment to Credit Agreement


<PAGE>



                                      LASALLE BUSINESS CREDIT LLC, as an
                                      American Lender


                                      By: /s/ Stephen A. Caffrey
                                          -------------------------------------
                                            Name: Stephen A. Caffrey
                                            Title: Vice President


First Amendment to Credit Agreement


<PAGE>



                                      GENERAL ELECTRIC CAPITAL CANADA
                                      INC., as Canadian Collateral
                                      Agent and a Canadian Lender


                                      By: /s/ Stephen B. Smith
                                          -------------------------------------
                                            Name: Stephen B. Smith
                                            Title: Senior Vice President


First Amendment to Credit Agreement


<PAGE>



                                      HSBC BANK USA (Toronto Branch), as
                                      Canadian L/C Issuer and a Canadian Lender


                                      By: /s/ Patricia Tostanoski
                                          -------------------------------------
                                              Name: Patricia Tostanoski
                                              Title: Vice President


First Amendment to Credit Agreement


<PAGE>



                                      THE CIT GROUP/BUSINESS CREDIT, INC., as
                                      an American Lender


                                      By: /s/ Eddy L. Milstein
                                          -------------------------------------
                                            Name: Eddy L. Milstein
                                            Title: Vice President


First Amendment to Credit Agreement


<PAGE>



                                      ABN AMRO BANK, N.V., Canadian Branch, as
                                      a Canadian Lender


                                      By: /s/ Darcy Mack
                                          -------------------------------------
                                            Name: Darcy Mack
                                            Title: V.P., Asset Based Lending

                                      By: /s/ Keith Hughes
                                          -------------------------------------
                                            Name: Keith Hughes
                                            Title: Senior Vice President


First Amendment to Credit Agreement


<PAGE>



                                      CITIZENS BUSINESS CREDIT COMPANY, a
                                      division of Citizens Leasing Corp. as an
                                      American Lender


                                      By: /s/ Vincent P. O'Leary
                                          -------------------------------------
                                            Name: Vincent P. O'Leary
                                            Title: Senior Vice President


First Amendment to Credit Agreement


<PAGE>



                                      SIEMENS FINANCIAL SERVICES, INC., as an
                                      American Lender


                                      By: /s/ Frank Amodio
                                          -------------------------------------
                                            Name: Frank Amodio
                                            Title: Vice President - Credit


First Amendment to Credit Agreement


<PAGE>



                                     CONGRESS FINANCIAL CORPORATION
                                     (CENTRAL), as an American Lender


                                      By: /s/ Laura Dixon
                                          -------------------------------------
                                            Name: Laura Dixon
                                            Title: AVP


First Amendment to Credit Agreement


<PAGE>



                                     CONGRESS FINANCIAL CORPORATION,
                                     (CANADA), as a Canadian Lender


                                      By: /s/ Laura Dixon
                                          -------------------------------------
                                            Name: Laura Dixon
                                            Title: AVP


First Amendment to Credit Agreement


<PAGE>



                                      SIEMENS FINANCIAL SERVICES, LIMITED, as
                                      a Canadian lender


                                      By: /s/ W.T. Zadrozny
                                          -------------------------------------
                                            Name: W.T. Zadrozny
                                            Title: Chairman and Chief Executive
                                                   Officer


First Amendment to Credit Agreement


<PAGE>



                                      CIT FINANCIAL LTD., as a Canadian Lender


                                      By: /s/ Kenneth I. Brown
                                          -------------------------------------
                                            Name: Kenneth I. Brown
                                            Title: Executive Vice President


First Amendment to Credit Agreement


<PAGE>



                                      CITIZENS BUSINESS CREDIT COMPANY, a
                                      division of Citizens Leasing Corp. as a
                                      Canadian Lender


                                      By: /s/ Vincent P. O'Leary
                                          -------------------------------------
                                            Name: Vincent P. O'Leary
                                            Title: Senior Vice President


First Amendment to Credit Agreement