**EXHIBIT 10.51**

**AGREEMENT FOR WHOLESALE FINANCING**

This Agreement for Wholesale Financing ("Agreement") is made as of March 17,2003 among GE Commercial Distribution Finance Corporation (formerly known asDeutsche Financial Services Corporation) ("CDF") and PC Mall, Inc., formerlyknown as IdeaMall, Inc, a Delaware corporation having a principal place ofbusiness located at 2555 W. 190th Street, Torrance, California 90504 ("PCM"), PCMall Sales, Inc., formerly known as Creative Computers, Inc., a Californiacorporation having a principal place of business located at 2555 W. 190thStreet, Torrance, California 90504 ("PCMS"), ecost.com, Inc., a Delawarecorporation having a principal place of business located at 2555 W. 190thStreet, Torrance, California 90504 ("ECI"), eLinux.com, Inc., a Delawarecorporation having a principal place of business located at 2555 W. 190thStreet, Torrance, California 90504 ("ELI"), CCIT, Inc., formerly known asCreative Computers Integrated Technologies, Inc., a Delaware corporation havinga principal place of business located at 2525 Busse Road, Elk Grove Village,Illinois 60007 ("CCIT"), ComputAbility Limited, a Delaware corporation having aprincipal place of business located at North 92 West, 14612 Anthony Avenue,Menomonee Falls, Wisconsin 53051 ("CAL"), WF Acquisition Sub, Inc., a Delawarecorporation having a principal place of business located at 19 Morgan, Irvine,California 92618 ("WFA"), AF Services, Inc., a Delaware corporation having aprincipal place of business located at 2555 W. 190th Street, Torrance,California 90504 ("AFS"), PC Mall Gov, Inc., a Delaware corporation having aprincipal place of business located at 2201 Cooperative Way, Suite 301, Herndon,Virginia 20171 ("PCMG"), ClubMac, Inc., a Delaware corporation having aprincipal place of business located at 19 Morgan, Irvine, California 92618 ("CMI"),Onsale, Inc., a Delaware corporation having a principal place of businesslocated at 2555 W. 190th Street, Torrance, California 90504 ("OSI"), AVAcquisition, Inc., a Delaware corporation having a principal place of businesslocated at 2555 W. 190th Street, Torrance, California 90504 ("AVA"), MallAcquisition 1, Inc., a Delaware corporation having a principal place of businesslocated at 2555 W. 190th Street, Torrance, California 90504 ("MA1"), and MallAcquisition 2, Inc., a Delaware corporation having a principal place of businesslocated at 2555 W. 190th Street, Torrance, California 90504 ("MA2"). (PCM, PCMS,ECI, ELI, CCIT, CAL, WFA, AFS, PCMG, CMI, OSI, AVA, MA1 and MA2 are referred toherein, individually, collectively, and jointly and severally, as "Borrower").

1. Extension of Credit/Shared Credit Facility. Subject to the terms of thisAgreement, CDF may extend credit to Borrower from time to time to purchaseinventory from CDF approved vendors ("Vendors") up to a maximum amountoutstanding (including, without limitation, the amount of all approvals issuedby CDF to Vendors for which CDF has not transferred funds and all accrued andunpaid interest charges and unused facility fees) at any time not to exceedTwenty Million Dollars ($20,000,000.00), subject to increase pursuant to thelast sentence of Section 3, below (the "Inventory Facility Amount"). If CDFadvances funds to Borrower following Borrower's execution of this Agreement, CDFwill be deemed to have entered into this Agreement with Borrower, whether or notexecuted by CDF. CDF's decision to advance funds will not be binding until thefunds are actually advanced. CDF may combine all of CDF's advances to Borroweror on Borrower's behalf, whether under this Agreement or any other agreement,and whether provided by one or more of CDF's branch offices, together with allfinance charges, fees and expenses related thereto, to make one debt owed byBorrower. CDF may, at any time and without notice to Borrower, elect not tofinance any inventory sold by particular Vendors who are in default of theirobligations to CDF, or with respect to which CDF reasonably feels insecure. Thisis an agreement regarding the extension of credit, and not the provision ofgoods or services. 

Each Borrower is part of an integrated family of companies, and, accordinglyeach Borrower desires to have the availability of one common credit facilityinstead of separate credit facilities, and each Borrower has requested that CDFextend such a common credit facility. Each Borrower acknowledges that CDF willbe lending against, and relying on a lien upon, all of its assets even thoughthe proceeds of any particular loan made hereunder may not be advanced directlyto such Borrower, and such Borrower will nevertheless benefit by the making ofall such loans by CDF and the availability of a single credit facility of a sizegreater than each could independently warrant. 

Each Borrower hereby appoints AFS as its agent ("Borrowing Agent") for thepurpose of requesting and/or agreeing to changes to the credit facility providedhereunder, and for receiving all communications, notices, Statements ofTransaction, billing statements, and funds transfers from CDF. CDF may rely uponthe Borrowing Agent with respect to any requests or instructions and Borrowerholds CDF harmless from and against any and all liabilities, expenses, losses,damages and claims arising from CDF's reliance upon the Borrowing Agent. 

2. Financing Terms and Statements of Transaction. Borrower and CDF agree thatcertain financial terms of any advance made by CDF under this Agreement, whetherregarding finance charges, other fees, maturities, curtailments or otherfinancial terms, are not set forth herein because such terms depend, in part,upon the availability of Vendor discounts, payment terms or other incentives,prevailing economic conditions, CDF's floorplanning volume with Borrower andwith Borrower's Vendors, and other economic factors which may vary over time.Borrower and CDF further agree that it is therefore in their mutual bestinterest to set forth in this Agreement only the general terms of Borrower'sfinancing arrangement with CDF. Upon agreeing to finance a particular item ofinventory for Borrower, CDF will send Borrower a Statement of Transactionidentifying such inventory and the applicable financial terms. Unless Borrowernotifies CDF in writing of any objection within fifteen (15) days after aStatement of Transaction is mailed to Borrower: (a) the amount shown on suchStatement of Transaction will be an account stated; (b) Borrower will haveagreed to all rates, charges and other terms shown on such Statement ofTransaction; (c) Borrower will have agreed that CDF is financing the items ofinventory referenced in such Statement of Transaction at Borrower's request; and(d) such Statement of Transaction will be incorporated herein by reference, willbe made a part hereof as if originally set forth herein, and will constitute anaddendum hereto. If Borrower objects to the terms of any Statement ofTransaction, Borrower agrees to pay CDF for such inventory in accordance withthe most recent terms for similar inventory to which Borrower has not objected(or, if there are no prior terms, at the lesser of 16% per annum or at themaximum lawful contract rate of interest permitted under applicable law), butBorrower acknowledges that CDF may then elect to immediately terminateBorrower's financing program with the applicable Vendor for such inventory, andcease making additional advances to Borrower for Borrower's purchases of suchinventory from the applicable Vendor. However, such termination will notaccelerate the maturities of advances previously made, unless Borrower shallotherwise be in default of this Agreement. 

3. Grant of Security Interest. To secure payment of all of Borrower's currentand future debts to CDF, whether under this Agreement or any current or futureguaranty or other agreement, Borrower grants CDF a security interest in all ofBorrower's inventory, equipment, fixtures, accounts, contract rights, chattelpaper, security agreements, instruments, deposit accounts, reserves, documents,and general intangibles; and all judgments, claims, insurance policies, andpayments owed or made to Borrower thereon; all whether now owned or hereafteracquired, all attachments, accessories, accessions, returns, repossessions,exchanges, substitutions and replacements thereto, and all proceeds thereof. Allsuch assets are collectively referred to herein as the "Collateral." All of suchterms for which meanings are provided in the Uniform Commercial Code of theapplicable state are used herein with such meanings. All Collateral financed byCDF, and all proceeds thereof, will be held in trust by Borrower for CDF, withsuch proceeds being payable in accordance with Section 10. Borrower herebyagrees to cause an institution acceptable to CDF to issue in favor of CDF one ormore Irrevocable Letters of Credit (each, a "Letter of Credit"), in a totalamount equal to the Inventory Facility Amount (subject to the provisions of thelast sentence of the second-to-last paragraph of Section 18 below) and in theform attached hereto as Exhibit A. Borrower may cause the Inventory FacilityAmount to be increased from time to time up to a maximum total InventoryFacility Amount of Forty Million Dollars ($40,000,000.00), upon delivery to CDFof a like increase in the Letter of Credit, so long as, at the time of anyincrease, Borrower is not in default hereunder or would be in default hereunderwith the giving of notice, the passage of time, or both. 

4. Affirmative Warranties and Representations. Borrower warrants andrepresents to CDF that: (a) Borrower has good title to all Collateral; (b) CDF'ssecurity interest in the Collateral financed by CDF and in that portion of theCollateral constituting accounts (other than accounts arising out of the sale ofinventory bearing the trademark or trade name of Apple Computer Corporation) isnot now and will not become subordinate to the security interest, lien,encumbrance or claim of any person other than Congress Financial Corporation(Western) ("Congress"); (c) Borrower will execute all documents CDF requests toperfect and maintain CDF's security interest in the Collateral; (d) Borrowerwill deliver to CDF immediately upon each request, and CDF may retain, eachCertificate of Title or Statement of Origin issued for Collateral financed byCDF; (e) Borrower will at all times be duly organized, existing, in goodstanding, qualified and licensed to do business in each state, county, orparish, in which the nature of its business or property so requires; (f)Borrower has the right and is duly authorized to enter into this Agreement; (g)Borrower's execution of this Agreement does not constitute a breach of anyagreement to which Borrower is now or hereafter becomes bound; (h) there are andwill be no actions or proceedings pending or threatened against Borrower whichmight result in any material adverse change in Borrower's financial or businesscondition or which might in any way adversely affect any of Borrower's assets; (i)Borrower will maintain the Collateral in good condition and repair; (j) Borrowerhas duly filed and will duly file all tax returns required by law; (k) Borrowerhas paid and will pay when due all taxes, levies, assessments and governmentalcharges of any nature; (l) Borrower will keep and maintain all of its books andrecords pertaining to the Collateral at its principal place of businessdesignated in this Agreement; (m) Borrower will promptly supply CDF with suchinformation concerning it or any guarantor as CDF hereafter may reasonablyrequest; (n) all Collateral will be kept at Borrower's principal place ofbusiness listed above, and such other locations, if any, which are listed on thecurrent or any future Exhibit "B" attached hereto which Exhibit B(s) areincorporated herein by reference; (o) Borrower will give CDF thirty (30) daysprior written notice of any change in Borrower's identity, name, form ofbusiness organization, ownership, management, principal place of business,Collateral locations or other business locations, and before moving any booksand records to any other location; (p) Borrower will observe and perform allmatters required by any lease, license, concession or franchise forming part ofthe Collateral in order to maintain all the rights of CDF thereunder; (q)Borrower will advise CDF of the commencement of material legal proceedingsagainst Borrower and (r) Borrower will comply with all applicable laws and willconduct its business in a manner which preserves and protects the Collateral andthe earnings and incomes thereof. 

5. Negative Covenants. Borrower will not at any time (without CDF's priorwritten consent): (a) other than in the ordinary course of its business, sell,lease or otherwise dispose of or transfer any of its assets; (b) rent, lease,demonstrate, consign, or use any Collateral financed by CDF; or (c) merge orconsolidate with another entity; provided, however, that Borrower may acquireall of the issued and outstanding capital stock of another entity or all orsubstantially all of the assets of another entity or of a division of anotherentity without CDF's prior written consent so long as: (i) such acquisition ispermitted by the terms of the Congress Loan Agreement (as defined below) as suchterms are in effect as of the date of this Agreement; (ii) as of the date ofsuch acquisition, Borrower is not in default to CDF hereunder; (iii) CDFreceives notice of such acquisition at the same time as Congress is entitled tosuch notice pursuant to the terms of the Congress Loan Agreement, as such termsare in effect as of the date of this Agreement; (iv) if such acquisition resultsin the creation of an affiliate of Borrower, upon the request of CDF, Borrowerand such affiliate enter into an amendment to this Agreement making suchaffiliate a Borrower hereunder (and all Letters of Credit are similarly amended)or such affiliate enters into a guaranty in form and substance satisfactory toCDF, pursuant to which such affiliate guarantees the obligations of Borrower toCDF; and (v) at the time of such acquisition, CDF receives a lien on the assetsso acquired, which lien with respect to such assets financed by CDF and assetsconstituting accounts (other than accounts arising out of the sale of inventorybearing the trademark or trade name of Apple Computer Corporation) is second inpriority only to the lien of Congress. 

6. Unused Facility Fee. Borrower hereby agrees to pay CDF a monthly unusedfacility fee equal to the product of (i) the daily equivalent of an annual rateof twenty-five (25) basis points (0.02083% per month), multiplied by (ii) thedifference between the Inventory Facility Amount and the average daily principalbalance of Borrower's inventory credit facility during such month. The unusedfacility fee shall be calculated and payable monthly in arrears and due pursuantto CDF's monthly billing statement. 

7. Insurance. Borrower will immediately notify CDF of any loss, theft ordamage to any Collateral. Borrower will keep the Collateral insured for its fullinsurable value under an "all risk" property insurance policy with a companyacceptable to CDF, naming CDF as a lender loss-payee and containing standardlender's loss payable and termination provisions (subject to the rights of otherfloorplan lenders regarding inventory not financed by CDF and subject to therights of Congress). Borrower will provide CDF with written evidence of suchproperty insurance coverage and lender's loss-payee endorsement. 

8. Financial Statements. Borrower will deliver to CDF: (a) within ninety (90)days after the end of each of Borrower's fiscal years, a reasonably detailedbalance sheet as of the last day of such fiscal year and a reasonably detailedincome statement covering Borrower's operations for such fiscal year, in a formsatisfactory to CDF; (b) within forty-five (45) days after the end of each ofBorrower's fiscal quarters, a reasonably detailed balance sheet as of the lastday of such quarter and an income statement covering Borrower's operations forsuch quarter, in a form satisfactory to CDF; and (c) within ten (10) days afterrequest therefor by CDF, any other report requested by CDF relating to theCollateral or the financial condition of Borrower. Borrower will also deliver toCDF true copies of the Congress Loan Agreement and all amendments thereto,immediately upon the execution thereof, and copies of all notices of Default orEvent of Default thereunder delivered by either Borrower or Congress to theother, immediately upon Borrower's delivery or receipt thereof, as applicable.In addition, Borrower will deliver to CDF copies of all covenant and othercompliance certificates, immediately upon Borrower's delivery thereof toCongress. Borrower warrants and represents to CDF that all financial statementsand information relating to Borrower which have been or may hereafter bedelivered by Borrower are true and correct and have been and will be prepared inaccordance with generally accepted accounting principles consistently appliedand, with respect to such previously delivered statements or information, therehas been no material adverse change in the financial or business condition ofBorrower since the submission to CDF, either as of the date of delivery, or, ifdifferent, the date specified therein, and Borrower acknowledges CDF's reliancethereon. 

9. Reviews. Borrower grants CDF an irrevocable license to enter Borrower'sbusiness locations during normal business hours upon three (3) days' notice toBorrower (unless Borrower is in default hereunder, or would be in defaulthereunder with the passage of time, the giving of notice, or both, in whichevent no advance notice hereunder will be required) to: (a) account for andinspect all Collateral; (b) verify Borrower's compliance with this Agreement;and (c) examine and copy Borrower's books and records related to the Collateral.

10. Payment Terms. Borrower will immediately pay CDF the principalindebtedness owed CDF on each item of Collateral financed by CDF (as shown onthe Statement of Transaction identifying such Collateral) on the earliestoccurrence of any of the following events: (a) when such Collateral is lost,stolen or damaged; (b) for Collateral financed under Pay-As-Sold ("PAS") terms(as shown on the Statement of Transaction identifying such Collateral), whensuch Collateral is sold, transferred, rented, leased, otherwise disposed of ormatured; (c) in strict accordance with any curtailment schedule for suchCollateral (as shown on the Statement of Transaction identifying suchCollateral); (d) for Collateral financed under Scheduled Payment Program ("SPP")terms (as shown on the Statement of Transaction identifying such Collateral), instrict accordance with the installment payment schedule; and (e) when otherwiserequired under the terms of any financing program agreed to in writing by theparties. Borrower will send all payments to CDF's branch office(s) responsiblefor Borrower's account. CDF may apply: (i) payments to reduce finance chargesfirst and then principal, regardless of Borrower's instructions; and (ii)principal payments to the oldest (earliest) invoice for Collateral financed byCDF, but, in any event, all principal payments will first be applied to suchCollateral which is sold, lost, stolen, damaged, rented, leased, or otherwisedisposed of or unaccounted for. Any third party discount, rebate, bonus orcredit granted to Borrower for any Collateral will not reduce the debt Borrowerowes CDF until CDF has received payment therefor in cash. Borrower will: (1) payCDF even if any Collateral is defective or fails to conform to any warrantiesextended by any third party; (2) not assert against CDF any claim or defenseBorrower has against any third party; and (3) indemnify and hold CDF harmlessagainst all claims and defenses asserted by any buyer of the Collateral relatingto the condition of, or any representations regarding, any of the Collateral.Borrower waives all rights of offset Borrower may have against CDF. 

11. Calculation of Charges. Borrower will pay finance charges to CDF on theoutstanding principal debt which Borrower owes CDF for each item of Collateralfinanced by CDF at the rate(s) shown on the Statement of Transaction identifyingsuch Collateral, unless Borrower objects thereto as provided in Section 2. Thefinance charges attributable to the rate shown on the Statement of Transactionwill: (a) be computed based on a 360 day year; (b) be calculated by multiplyingthe Daily Charge (as defined below) by the actual number of days in theapplicable billing period; and (c) accrue from the invoice date of theCollateral identified on such Statement of Transaction until CDF receives fullpayment in good funds of the principal debt Borrower owes CDF for each item ofsuch Collateral in accordance with CDF's payment recognition policy and CDFapplies such payment to Borrower's principal debt in accordance with the termsof this Agreement. The "Daily Charge" is the product of the Daily Rate (asdefined below) multiplied by the Average Daily Balance (as defined below). The"Daily Rate" is the quotient of the annual rate shown on the Statement ofTransaction divided by 360, or the monthly rate shown on the Statement ofTransaction divided by 30. The "Average Daily Balance" is the quotient of (i)the sum of the outstanding principal debt owed CDF on each day of a billingperiod for each item of Collateral identified on a Statement of Transaction,divided by (ii) the actual number of days in such billing period. Borrower willalso pay CDF $100 for each check returned unpaid for insufficient funds (an "NSFcheck") (such $100 payment repays CDF's estimated administrative costs; it doesnot waive the default caused by the NSF check). The annual percentage rate ofthe finance charges relating to any item of Collateral financed by CDF will becalculated from the invoice date of such Collateral, regardless of any periodduring which any finance charge subsidy shall be paid or payable by any thirdparty. Borrower acknowledges that CDF intends to strictly conform to theapplicable usury laws governing this Agreement. Regardless of any provisioncontained herein or in any other document executed or delivered in connectionherewith or therewith, CDF shall never be deemed to have contracted for, chargedor be entitled to receive, collect or apply as interest on this Agreement(whether termed interest herein or deemed to be interest by judicialdetermination or operation of law), any amount in excess of the maximum amountallowed by applicable law, and, if CDF ever receives, collects or applies asinterest any such excess, such amount which would be excessive interest will beapplied first to the reduction of the unpaid principal balances of advancesunder this Agreement, and, second, any remaining excess will be paid toBorrower. In determining whether or not the interest paid or payable under anyspecific contingency exceeds the highest lawful rate, Borrower and CDF shall, tothe maximum extent permitted under applicable law: (A) characterize anynon-principal payment (other than payments which are expressly designated asinterest payments hereunder) as an expense or fee rather than as interest; (B)exclude voluntary pre-payments and the effect thereof; and (C) spread the totalamount of interest throughout the entire term of this Agreement so that theinterest rate is uniform throughout such term. 

12. Billing Statement. CDF will send Borrower a monthly billing statementidentifying all charges due on Borrower's account with CDF. The chargesspecified on each billing statement will be: (a) due and payable in fullimmediately on receipt; and (b) an account stated, unless CDF receivesBorrower's written objection thereto within 15 days after it is mailed toBorrower. If CDF does not receive, by the 25th day of any given month, paymentof all charges accrued to Borrower's account with CDF during the immediatelypreceding month, Borrower will (to the extent allowed by law) pay CDF a late fee("Late Fee") equal to the greater of $5 or 5% of the amount of such charges(payment of the Late Fee does not waive the default caused by the late payment).CDF may adjust the billing statement at any time to conform to applicable lawand this Agreement. 

13. Default. Borrower will be in default under this Agreement if: (a)Borrower breaches any terms, warranties or representations contained herein, inany Statement of Transaction to which Borrower has not objected as provided inSection 2, or in any other agreement between CDF and Borrower (which breach isnot covered by another section of this Section 13) and such breach shallcontinue for twenty (20) days; provided, that, such twenty (20) day period shallnot apply in the case of (A) any failure to observe any such term,representation or warranty which is not capable of being cured at all or withinsuch twenty (20) day period or which has been the subject of a prior breachwithin the preceding six (6) month period or (B) any failure by Borrower topursue a cure diligently and promptly during such twenty (20) day period; (b)any representation, statement, report or certificate made or delivered byBorrower to CDF is not accurate when made; (c) Borrower fails to pay any portionof Borrower's debts to CDF within two (2) business days after the same becomesdue and payable; (d) Borrower abandons any Collateral; (e) Borrower is orbecomes in default in the payment of any debt owed to any third party which inthe aggregate exceeds at any time Five Hundred Thousand Dollars ($500,000.00);(f) a money judgment issues against Borrower which in the aggregate exceeds atany time Five Hundred Thousand Dollars ($500,000.00); (g) an attachment, sale orseizure issues or is executed against any assets of Borrower; (h) Borrower shallcease existence as a corporation, partnership, limited liability company ortrust, as applicable; (i) Borrower ceases or suspends business; (j) Borrowermakes a general assignment for the benefit of creditors; (k) Borrower becomesinsolvent or voluntarily or involuntarily becomes subject to the FederalBankruptcy Code, any state insolvency law or any similar law (and, in the caseof an involuntary proceeding, such proceeding has not been dismissed withinninety (90) days of the filing thereof; provided, however, that CDF's obligationto provide any financing to Borrower during such ninety (90) day period shall besubject to the terms of the Intercreditor Agreement, as defined below); (l) anyreceiver is appointed for any assets of Borrower; (m) Borrower loses anymaterial franchise, permission, license or right to sell or deal in anyCollateral which CDF finances; (n) Borrower misrepresents Borrower's financialcondition or organizational structure; (o) there shall occur a material adversechange in the financial or other condition or business prospects of Borrower;(p) CDF determines in good faith that it is insecure with respect to the paymentof any part of Borrower's obligation to CDF; (q) any Default or Event of Defaultoccurs under the Congress Loan Agreement (as defined in that certainIntercreditor and Subordination Agreement between CDF and Congress dated March15, 2001, as modified and amended from time to time (the "IntercreditorAgreement")), without giving effect to any waiver or forbearance regarding anysuch Default or Event of Default which may be given by Congress or any amendmentto the Congress Loan Agreement which has the effect of causing such Default orEvent of Default to not occur; (r) any Stop Approval Notice (as defined in theIntercreditor Agreement) is issued by Congress to CDF; (s) the IntercreditorAgreement is terminated or cancelled for any reason; or (t) thirty (30) daysprior to the expiration date of any Letter of Credit or any subsequent orsubstitute Letter of Credit accepted by CDF, such Letter of Credit is notextended for a term of twelve (12) months or longer, or a new Letter of Creditin the amount of the Inventory Facility Amount and in form and from aninstitution reasonably acceptable to CDF and for a term of twelve months orlonger is not provided to CDF. 

14. Rights of CDF Upon Default. In the event of a default:

(a) CDF may at any time at CDF's election, without notice or demand toBorrower, do any one or more of the following: declare all or any part of thedebt Borrower owes CDF immediately due and payable, together with all costs andexpenses of CDF's collection activity, including, without limitation, allreasonable attorneys' fees; exercise any or all rights under applicable law(including, without limitation, the right to possess, transfer and dispose ofthe Collateral); exercise any or all of CDF's rights to draw on any Letter ofCredit or any subsequent or substitute Letter of Credit; and/or cease extendingany additional credit to Borrower (CDF's right to cease extending credit shallnot be construed to limit the discretionary nature of this credit facility).

(b) Subject to the rights of other floorplan lenders with respect toinventory not financed by CDF and subject to the rights of Congress pursuant toterms of the Intercreditor Agreement, Borrower will segregate and keep theCollateral in trust for CDF, and in good order and repair, and will not sell,rent, lease, consign, otherwise dispose of or use any Collateral, nor furtherencumber any Collateral. 

(c) Subject to the rights of other floorplan lenders with respect toinventory not financed by CDF and subject to the rights of Congress pursuant toterms of the Intercreditor Agreement, upon CDF's oral or written demand,Borrower will immediately deliver the Collateral to CDF, in good order andrepair, at a place specified by CDF, together with all related documents; or CDFmay, in CDF's sole discretion and without notice or demand to Borrower, takeimmediate possession of the Collateral together with all related documents.

(d) CDF may, without notice, apply a default finance charge to Borrower'soutstanding principal indebtedness equal to the default rate specified inBorrower's financing program with CDF, if any, or if there is none so specified,at the lesser of 3% per annum above the rate in effect immediately prior to thedefault, or the highest lawful contract rate of interest permitted underapplicable law. 

All of CDF's rights and remedies are cumulative. CDF's failure to exerciseany of CDF's rights or remedies hereunder will not waive any of CDF's rights orremedies as to any past, current or future default. 

15. Sale of Collateral. Borrower agrees that if CDF conducts a private saleof any Collateral by requesting bids from 10 or more dealers or distributors inthat type of Collateral, any sale by CDF of such Collateral in bulk or inparcels within 120 days of: (a) CDF's taking possession and control of suchCollateral; or (b) when CDF is otherwise authorized to sell such Collateral;whichever occurs last, to the bidder submitting the highest cash bid therefor,is a commercially reasonable sale of such Collateral under the UniformCommercial Code. Borrower agrees that the purchase of any Collateral by aVendor, as provided in any agreement between CDF and the Vendor, is acommercially reasonable disposition and private sale of such Collateral underthe Uniform Commercial Code, and no request for bids shall be required. Borrowerfurther agrees that 7 or more days prior written notice will be commerciallyreasonable notice of any public or private sale (including any sale to aVendor). Borrower irrevocably waives any requirement that CDF retain possessionand not dispose of any Collateral until after an arbitration hearing,arbitration award, confirmation, trial or final judgment. If CDF disposes of anysuch Collateral other than as herein contemplated, the commercial reasonablenessof such disposition will be determined in accordance with the laws of the stategoverning this Agreement. 

16. Power of Attorney. Borrower grants CDF an irrevocable power of attorneyto do anything to preserve and protect the Collateral (including the executionof financing statements pertaining to the Collateral) and the Letter(s) ofCredit and CDF's rights and interest therein. Borrower grants CDF an irrevocablepower of attorney exercisable after the occurrence and during the continuance ofa default hereunder to: execute or endorse on Borrower's behalf any checks,instruments, Certificates of Title and Statements of Origin pertaining to theCollateral; supply any omitted information and correct errors in any documentsbetween CDF and Borrower; and initiate and settle any insurance claim pertainingto the Collateral. 

17. Information. With the written consent of Borrower, CDF may provide to anythird party any credit, financial or other information on Borrower that CDF mayfrom time to time possess. CDF may obtain from Congress and any Vendor anycredit, financial or other information regarding Borrower that Congress or suchVendor may from time to time possess. 

18. Termination. Except as set forth in this Section 18, this Agreement shallterminate on March 14, 2004 (the "Scheduled Termination Date"). 

Notwithstanding the foregoing, CDF may immediately terminate any financingprogram for particular inventory prior to the Scheduled Termination Date underany of the following circumstances: (i) in the event the Vendor for suchinventory is at any time no longer a CDF approved Vendor; (ii) in accordancewith the second-to-last sentence of the first paragraph of Section 1 above; or(iii) in accordance with the second-to-last sentence of Section 2 above. 

Notwithstanding the foregoing, CDF may terminate this Agreement prior to theScheduled Termination Date (i) immediately, in the event of a default byBorrower, in accordance with Section 14 above, or (ii) with such termination tobe effective any time on or after the date on which the Congress Loan Agreementis terminated, regardless of the length of the notice period given by CDF.

Notwithstanding the foregoing, Borrower may reduce the Inventory FacilityAmount, or terminate this Agreement prior to the Scheduled Termination Date,upon at least ninety (90) days' advance notice to CDF; provided, however, thatBorrower may terminate this Agreement, with such termination to be effective anytime on or after the date on which the Congress Loan Agreement is terminated,regardless of the length of the notice period given by Borrower. Borroweracknowledges and agrees that any notice given pursuant to the preceding sentencewill be irrevocable. Borrower further acknowledges and agrees that no reductionby it of the Inventory Facility Amount will be accompanied by a reduction in theamount of the Letter(s) of Credit required under this Agreement, unless anduntil the outstanding balance of Borrower's obligations to CDF (including,without limitation, the amount of all approvals issued by CDF to Vendors forwhich CDF has not transferred funds and all accrued and unpaid interest chargesand unused facility fees) is not more than the Inventory Facility Amount, asreduced. 

Borrower will not be relieved from any obligation to CDF arising out of CDF'sadvances or commitments made before the effective termination date of thisAgreement. CDF will retain all of its rights, interests and remedies hereunderuntil Borrower has paid all of Borrower's debts to CDF. All waivers set forthwithin this Agreement will survive any termination of this Agreement. 

19. Binding Effect. Borrower cannot assign its interest in this Agreementwithout CDF's prior written consent, although CDF may assign or participateCDF's interest, in whole or in part, without Borrower's consent, provided thatin the case of a participation by CDF, Borrower will not be required to dealdirectly with any participant. This Agreement will protect and bind CDF's andBorrower's respective heirs, representatives, successors and assigns. 

20. Notices. Except as otherwise stated herein, all notices, arbitrationclaims, responses, requests and documents will be sufficiently given or servedif mailed or delivered: (a) to Borrower at Borrowing Agent's principal place ofbusiness specified above; and (b) to CDF at 655 Maryville Centre Drive, St.Louis, Missouri 63141-5832, Attention: General Counsel, or such other address asthe parties may hereafter specify in writing. 

21. NO ORAL AGREEMENTS. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTENDCREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TOEXTEND OR RENEW SUCH DEBTS ARE NOT ENFORCEABLE. TO PROTECT BORROWER AND CDF FROMMISUNDERSTANDING OR DISAPPOINTMENT, ALL AGREEMENTS COVERING SUCH MATTERS ARECONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THEAGREEMENT BETWEEN THE PARTIES, EXCEPT AS SPECIFICALLY PROVIDED HEREIN OR AS THEPARTIES MAY LATER AGREE IN WRITING TO MODIFY IT. THERE ARE NO UNWRITTENAGREEMENTS BETWEEN THE PARTIES. 

22. Other Waivers. Borrower irrevocably waives notice of: CDF's acceptance ofthis Agreement, presentment, demand, protest, nonpayment, nonperformance, anddishonor. Borrower and CDF irrevocably waive all rights to claim any punitiveand/or exemplary damages. 

23. Severability. If any provision of this Agreement or its application isinvalid or unenforceable, the remainder of this Agreement will not be impairedor affected and will remain binding and enforceable. 

24. Supplement. If Borrower and CDF have heretofore executed other agreementsin connection with all or any part of the Collateral, this Agreement shallsupplement each and every other agreement previously executed by and betweenBorrower and CDF, and in that event this Agreement shall neither be deemed anovation nor a termination of such previously executed agreement nor shallexecution of this Agreement be deemed a satisfaction of any obligation securedby such previously executed agreement. 

25. Receipt of Agreement. Borrower acknowledges that it has received a trueand complete copy of this Agreement. Borrower acknowledges that it has read andunderstood this Agreement. Notwithstanding anything herein to the contrary: (a)CDF may rely on any facsimile copy, electronic data transmission or electronicdata storage of this Agreement, any Statement of Transaction, billing statement,invoice from a Vendor, financial statements or other reports, and (b) suchfacsimile copy, electronic data transmission or electronic data storage will bedeemed an original, and the best evidence thereof for all purposes, including,without limitation, under this Agreement or any other agreement between CDF andBorrower, and for all evidentiary purposes before any arbitrator, court or otheradjudicatory authority. 

26. Miscellaneous. Time is of the essence regarding Borrower's performance ofits obligations to CDF notwithstanding any course of dealing or custom on CDF'spart to grant extensions of time. Borrower's liability under this Agreement isdirect and unconditional and will not be affected by the release ornonperfection of any security interest granted hereunder. CDF will have theright to refrain from or postpone enforcement of this Agreement or any otheragreements between CDF and Borrower without prejudice and the failure tostrictly enforce these agreements will not be construed as having created acourse of dealing between CDF and Borrower contrary to the specific terms of theagreements or as having modified, released or waived the same. The express termsof this Agreement will not be modified by any course of dealing, usage of trade,or custom of trade which may deviate from the terms hereof. If Borrower fails topay any taxes, fees or other obligations which may impair CDF's interest in theCollateral, or fails to keep the Collateral insured, CDF may, but shall not berequired to, pay such taxes, fees or obligations and pay the cost to insure theCollateral, and the amounts paid will be: (a) an additional debt owed byBorrower to CDF, which shall be subject to finance charges as provided herein;and (b) due and payable immediately in full. Borrower agrees to pay all of CDF'sreasonable attorneys' fees and expenses incurred by CDF in enforcing CDF'srights hereunder. The Section titles used in this Agreement are for convenienceonly and do not define or limit the contents of any Section. 

27. Joint and Several Obligations. Each Borrower shall be jointly andseverally liable with each other Borrower for the obligations of each Borrowerhereunder, each Borrower shall be obligated and responsible for the performanceof each other Borrower under this Agreement, and a default by any Borrower shallbe a default by each other Borrower. Each Borrower waives: (i) any right ofcontribution from any other Borrower until all of the obligations to CDF havebeen paid in full; (ii) any right to require CDF to institute any action or suitor to exhaust CDF's rights and remedies against any Collateral or any Borrowerbefore proceeding against such Borrower; and (iii) any obligation of CDF tomarshal any assets in favor of any Borrower. Each Borrower consents that CDFmay, without in any manner affecting such Borrower's joint and several liabilityfor any obligations to CDF: (a) extend in whole or in part (by renewal orotherwise), modify, accelerate, change or release any obligation of any otherBorrower; (b) sell, release, surrender, modify, impair, exchange, substitute orextend the duration or the time for the performance or payment of any and allCollateral or other property, of any nature and from whomsoever received, heldby CDF as security for the payment or performance of any obligations to CDF ofany Borrower or any obligations of any Borrower; and (c) settle, adjust orcompromise any of CDF's claims against any other Borrower. 

28. BINDING ARBITRATION. 

28.1 Arbitrable Claims. Except as otherwise specified below, all actions,disputes, claims and controversies under common law, statutory law or in equityof any type or nature whatsoever (including, without limitation, all torts,whether regarding negligence, breach of fiduciary duty, restraint of trade,fraud, conversion, duress, interference, wrongful replevin, wrongfulsequestration, fraud in the inducement, usury or any other tort, all contractactions, whether regarding express or implied terms, such as implied covenantsof good faith, fair dealing, and the commercial reasonableness of any Collateraldisposition, or any other contract claim, all claims of deceptive tradepractices or lender liability, and all claims questioning the reasonableness orlawfulness of any act), whether arising before or after the date of thisAgreement, and whether directly or indirectly relating to: (a) this Agreementand/or any amendments and addenda hereto, or the breach, invalidity ortermination hereof; (b) any previous or subsequent agreement between CDF andBorrower; (c) any act committed by CDF or by any parent company, subsidiary oraffiliated company of CDF (the "CDF Companies"), or by any employee, agent,officer or director of a CDF Company whether or not arising within the scope andcourse of employment or other contractual representation of the CDF Companiesprovided that such act arises under a relationship, transaction or dealingbetween CDF and Borrower; and/or (d) any other relationship, transaction ordealing between CDF and Borrower (collectively the "Disputes"), will be subjectto and resolved by binding arbitration. 

28.2 Administrative Body. All arbitration hereunder will be conducted inaccordance with the Commercial Arbitration Rules of The American ArbitrationAssociation ("AAA"). If the AAA is dissolved, disbanded or becomes subject toany state or federal bankruptcy or insolvency proceeding, the parties willremain subject to binding arbitration which will be conducted by a mutuallyagreeable arbitration forum. The parties agree that all arbitrator(s) selectedwill be attorneys with at least five (5) years secured transactions experience.The arbitrator(s) will decide if any inconsistency exists between the rules ofany applicable arbitration forum and the arbitration provisions containedherein. If such inconsistency exists, the arbitration provisions containedherein will control and supersede such rules. The site of all arbitrationproceedings will be in the Division of the Federal Judicial District in whichAAA maintains a regional office that is closest to Borrower. 

28.3 Discovery. Discovery permitted in any arbitration proceeding commencedhereunder is limited as follows. No later than thirty (30) days after the filingof a claim for arbitration, the parties will exchange detailed statementssetting forth the facts supporting the claim(s) and all defenses to be raisedduring the arbitration, and a list of all exhibits and witnesses. No later thantwenty-one (21) days prior to the arbitration hearing, the parties will exchangea final list of all exhibits and all witnesses, including any designation of anyexpert witness(es) together with a summary of their testimony; a copy of alldocuments and a detailed description of any property to be introduced at thehearing. Depositions shall be permitted but no more than two (2) for each partyand no single deposition shall extend for more than two (2) days nor more thanseven (7) hours during any one-day period. Requests for the production ofdocuments shall be responded to (or objected to) within twenty (20) days of therequest. All objections shall be ruled upon by the arbitrator. Requests foradmission shall be permitted but no more than twenty-five (25) in the aggregate.Under no circumstances will the use of interrogatories be permitted. However, inthe event of the designation of any expert witness(es), the following willoccur: (a) all information and documents relied upon by the expert witness(es)will be delivered to the opposing party, (b) the opposing party will bepermitted to depose the expert witness(es), (c) the opposing party will bepermitted to designate rebuttal expert witness(es), and (d) the arbitrationhearing will be continued to the earliest possible date that enables theforegoing limited discovery to be accomplished. 

28.4 Exemplary or Punitive Damages. The Arbitrator(s) will not have theauthority to award exemplary or punitive damages. 

28.5 Confidentiality of Awards. All arbitration proceedings, includingtestimony or evidence at hearings, will be kept confidential, although any awardor order rendered by the arbitrator(s) pursuant to the terms of this Agreementmay be entered as a judgment or order in any state or federal court and may beconfirmed within the federal judicial district which includes the residence ofthe party against whom such award or order was entered. This Agreement concernstransactions involving commerce among the several states. The FederalArbitration Act, Title 9 U.S.C. Sections 1 et seq., as amended ("FAA") willgovern all arbitration(s) and confirmation proceedings hereunder. 

28.6 Prejudgment and Provisional Remedies. Nothing herein will be construedto prevent CDF's or Borrower's use of bankruptcy, receivership, injunction,repossession, replevin, claim and delivery, sequestration, seizure, attachment,foreclosure, dation and/or any other prejudgment or provisional action or remedyrelating to any Collateral for any current or future debt owed by either partyto the other. Any such action or remedy will not waive CDF's or Borrower's rightto compel arbitration of any Dispute. 

28.7 Attorneys' Fees. If either Borrower or CDF brings any other action forjudicial relief with respect to any Dispute (other than those set forth inSection 28.6), the party bringing such action will be liable for and immediatelypay all of the other party's costs and expenses (including attorneys' fees)incurred to stay or dismiss such action and remove or refer such Dispute toarbitration. If either Borrower or CDF brings or appeals an action to vacate ormodify an arbitration award and such party does not prevail, such party will payall costs and expenses, including attorneys' fees, incurred by the other partyin defending such action. Additionally, if either Borrower or CDF institutes anyarbitration claim or counterclaim against the other party, the non-prevailingparty will pay all costs and expenses (including attorneys' fees) incurred bythe prevailing party in the course of bringing or defending such action orproceeding, as the case may be. 

28.8 Survival After Termination. The agreement to arbitrate will survive thetermination of this Agreement. 

29. INVALIDITY/UNENFORCEABILITY OF BINDING ARBITRATION. IF THIS AGREEMENT ISFOUND TO BE NOT SUBJECT TO ARBITRATION, ANY LEGAL PROCEEDING WITH RESPECT TO ANYDISPUTE WILL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE WITHOUT AJURY. BORROWER AND CDF WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUCH PROCEEDING.

30. Governing Law. Borrower acknowledges and agrees that this and all otheragreements between Borrower and CDF have been substantially negotiated, and willbe substantially performed, in the State of California. Accordingly, Borroweragrees that all Disputes will be governed by, and construed in accordance with,the laws of such state, except to the extent inconsistent with the provisions ofthe FAA which shall control and govern all arbitration proceedings hereunder.

IN WITNESS WHEREOF, Borrower and CDF have executed this Agreement as of thedate first set forth hereinabove. 

**THISCONTRACT CONTAINS BINDING ARBITRATION, JURY WAIVER AND PUNITIVE DAMAGE WAIVERPROVISIONS**.

 

GECOMMERCIAL DISTRIBUTION                           PC MALL, INC.

FINANCECORPORATION

 By:   /s/ David J. Lynch                                            By:   /s/ Frank Khulusi

                  David J. Lynch                                           FrankKhulusi, President

             Vice President of Operations                                    

ATTEST:

/s/ TheodoreSanders  

Theodore Sanders, Secretary

 PCMALL SALES, INC.

  By:  /s/ Rory Zaks

            Roy Zaks, President

 ATTEST:

/s/ Pete Freix 

             Pete Freix,Secretary

 ECOST.COM, INC.

 By:  /s/ Gary Guy 

            Gary Guy, President

 ATTEST:

 /s/ Brad LaComb 

          Brad LaComb, Secretary

 ELINUX.COM, INC.

 By:   /s/ Dan DeVries 

            Dan DeVries, President

 ATTEST:

 /s/ Theodore Sanders 

            TheodoreSanders, Secretary

 CCIT, INC.

 By:  /s/ Rick Lepow 

            Rick Lepow, President

 ATTEST:

 /s/ Rich Hoffman 

           Rich Hoffman,Secretary

 COMPUTABILITYLIMITED

 By:   /s/ Pete Zuiker  

            Pete Zuiker, President 

[_/s/ PZ__]  This corporation has only one officer

 

WF ACQUISITION SUB, INC.

 By:   /s/ Bill Neary

            Bill Neary, President

 ATTEST:

  /s/ Harry Martin  

            Harry Martin,Secretary

 AF SERVICES, INC.

 By:   /s/ Simon Abuyounes

            Simon Abuyounes, President 

ATTEST:

 /s/ Mark Funk

             Mark Funk,Secretary

PC MALL GOV, INC.

 By:   /s/ Alan Bechara 

            Alan Bechara, President

 ATTEST:

/s/ SharronEnnis  

          Sharon Ennis,Secretary

 CLUBMAC, INC.

 By:   /s/ Mike McNeill 

            Mike McNeill, President

 ATTEST:

/s/ Candy Lee 

            Candy Lee,Secretary

 ONSALE, INC.

 By:  /s/ Sam Khulusi 

       Sam Khulusi, President

 ATTEST: 

/s/ Brian Williams 

         Brian Williams,Secretary

 AV ACQUISITION, INC. 

 

By:   /s/ Frank Khulusi

Frank Khulusi, President 

ATTEST: 

/s/ TheodoreSanders

       Theodore Sanders,Secretary 

MALL ACQUISITION 1, INC. 

By:   /s/ Frank Khulusi

Frank Khulusi, President 

ATTEST: 

/s/ TheodoreSanders

       Theodore Sanders,Secretary 

MALL ACQUISITION 2, INC. 

By:   /s/ Frank Khulusi

Frank Khulusi, President 

ATTEST: 

/s/ TheodoreSanders

       Theodore Sanders,Secretary 

                             

       

**EXHIBIT A**

Form of Letter of Credit 

 

 **EXHIBITB**

COLLATERALLOCATIONS