**EXHIBIT 10.53**

 

**AMENDMENT TO AGREEMENT FOR WHOLESALE FINANCING**

 (Amendment No. 2)

 This Amendment to Agreement for Wholesale Financing ("Amendment") isentered into as of this 12th day of April, 2004, by and among PC Mall, Inc.,formerly known as IdeaMall, Inc, a Delaware corporation having a principal placeof business located at 2555 W. 190th Street, Suite #201,Torrance, California90504 ("PCM"), PC Mall Sales, Inc., formerly known as Creative Computers, Inc.,a California corporation having a principal place of business located at 2555 W.190th Street, Suite #205, Torrance, California 90504 ("PCMS"), ecost.com, Inc.,a Delaware corporation having a principal place of business located at 2555 W.190th Street, Suite #106, Torrance, California 90504 ("ECI"), eLinux.com, Inc.,a Delaware corporation having a principal place of business located at 2555 W.190th Street, Suite #205, Torrance, California 90504 ("ELI"), CCIT, Inc.,formerly known as Creative Computers Integrated Technologies, Inc., a Delawarecorporation having a principal place of business located at 1155 West DundeeRoad, Suite #100, Arlington Heights, IL 60004 ("CCIT"), ComputAbility Limited, aDelaware corporation having a principal place of business located at North 92West, 14612 Anthony Avenue, Menomonee Falls, Wisconsin 53051 ("CAL"), WFAcquisition Sub, Inc., a Delaware corporation having a principal place ofbusiness located at 19 Morgan, Suite #104, Irvine, California 92618 ("WFA"), AFServices, Inc., a Delaware corporation having a principal place of businesslocated at 2555 W. 190th Street, Suite #204, Torrance, California 90504 ("AFS"),PC Mall Gov, Inc., a Delaware corporation having a principal place of businesslocated at 2201 Cooperative Way, Suite 301, Herndon, Virginia 20171 ("PCMG"),SIFY, Inc., formerly known as ClubMac, Inc., a Delaware corporation having aprincipal place of business located at 19 Morgan, Suite #202, Irvine, California92618 ("CMI"), Onsale, Inc., a Delaware corporation having a principal place ofbusiness located at 2555 W. 190th Street, Suite #202, Torrance, California 90504("OSI"), AV Acquisition, Inc., a Delaware corporation having a principal placeof business located at 2555 W. 190th Street, Torrance, California 90504 ("AVA"),Mall Acquisition 1, Inc., a Delaware corporation having a principal place ofbusiness located at 2555 W. 190th Street, Torrance, California 90504 ("MA1"),and Mall Acquisition 2, Inc., a Delaware corporation having a principal place ofbusiness located at 2555 W. 190th Street, Torrance, California 90504 ("MA2"). (PCM,PCMS, ECI, ELI, CCIT, CAL, WFA, AFS, PCMG, CMI, OSI, AVA, MA1 and MA2 arereferred to herein, individually, collectively, and jointly and severally, as"Borrower") and GE Commercial Distribution Finance Corporation ("CDF").

WITNESSETH:

WHEREAS, Borrower and CDF are parties to that certain Agreement for WholesaleFinancing dated as of March 17, 2003 (as amended, the "Agreement"); and 

WHEREAS, Borrower and CDF desire to extend the Agreement so that it does notterminate on April 14, 2004.

 NOW, THEREFORE, in consideration of the foregoing premises and forother good and valuable consideration, the receipt and sufficiency of which ishereby acknowledged, Borrower and CDF hereby agree as follows: 

1. The first sentence of Section 18 of the Agreement is restated in itsentirety to read as follows: "Except as set forth in this Section 18, thisAgreement shall terminate on March 14, 2005 (the "Scheduled Termination Date")."

2. No Other Modifications. Except as previously modified or amended herein,all other terms and provisions of the Agreement shall remain unmodified and infull force and effect and the Agreement, as hereby amended, is ratified andconfirmed by CDF and Dealer. 

3. Capitalized Terms. Except as otherwise defined herein, all capitalizedterms will have the same meanings set forth in the Agreement. 

4. Counterparts. This Amendment may be executed in several counterparts, andeach executed copy will constitute an original instrument, but such counterpartswill together constitute but one and the same instrument. 

5. Notwithstanding anything herein to the contrary: (a) each of the partieshereto may rely on any facsimile copy hereof, and (b) such facsimile copy willbe deemed an original, and the best evidence thereof for all purposes. 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the dateabove written. 

 

**GE COMMERCIAL DISTRIBUTION                        PCMALL, INC.**

## FINANCECORPORATION                                                                         

 

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

       David J.Lynch                                                                 FrankKhulusi, President

       Vice President ofOperations                                   

ATTEST:

  /s/ Theodore Sanders 

      Theodore Sanders,Secretary

 **PC MALL SALES, INC.**

 By:   /s/ Rory Zaks

           Roy Zaks, President

 ATTEST:

 /s/ Pete Freix

             Pete Freix,Secretary

 **ECOST.COM, INC.**

 This corporation has only oneofficer. _/s/GG_

              [Initial]

** **By:   /s/ Gary Guy

         Gary Guy, President

 **ELINUX.COM, INC.**

 By:   /s/ Dan DeVries 

          Dan DeVries, President

 ATTEST:

 /s/ Theodore Sanders  

     Theodore Sanders, Secretary

 **CCIT, INC.**

 By:   /s/ Richard Lepow 

          Rick Lepow, President

 ATTEST:

 /s/ Rich Hoffman

           Rich Hoffman,Secretary

 **COMPUTABILITY LIMITED**

 This corporation has only one officer./s/PLZ

              [Initial]

 By:   /s/ Pete Zuiker

          Pete Zuiker, President

 **WF ACQUISITION SUB, INC.**

 By:   /s/ William Neary 

          Bill Neary, President

 ATTEST:

/s/ Harry T. 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/ Sharon Ennis   

          Sharon Ennis,Secretary

 **SIFY, INC. formerly known as**

**CLUBMAC, INC.**

 This corporation has only one officer./s/ RF

              [Initial]

 By: /s/ Read Fenner  

        Read Fenner, President

 **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/ Theodore Sanders

       Theodore Sanders,Secretary

 **MALL ACQUISITION 1, INC.**

 By:  /s/ Frank Khulusi

           Frank Khulusi, President

 ATTEST:

 /s/ Theodore Sanders

       Theodore Sanders,Secretary

 **MALL ACQUISITION 2, INC.**

 By:  /s/ Frank Khulusi

           Frank Khulusi, President

 ATTEST:

 /s/ Theodore Sanders

       Theodore Sanders,Secretary

 

***CONSENT***

 

Congress Financial Corporation (Western), a California corporation consents tothe terms of the foregoing Amendment to Agreement for Wholesale Financing(Amendment No. 2).

 **CONGRESSFINANCIAL CORPORATION (WESTERN)**

By:   /s/ Gary D. Cassianni

Name:  Gary D. Cassianni

Title:  Vice President