**EXHIBIT 10.52**

**AMENDMENT TO AGREEMENT FOR WHOLESALE FINANCING**

**(Amendment No. 1)**

This Amendment to Agreement for Wholesale Financing ("Amendment") is enteredinto as of this 12th day of March, 2004, by and among PC Mall, Inc., formerly knownas IdeaMall, Inc, a Delaware corporation having a principal place of businesslocated at 2555 W. 190th Street, Torrance, California 90504 ("PCM"), PC MallSales, 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"), SIFY, Inc., formerly known as ClubMac, Inc., a Delawarecorporation having a principal place of business located at 19 Morgan, Irvine,California 92618 ("CMI"), Onsale, Inc., a Delaware corporation having aprincipal place of business located at 2555 W. 190th Street, Torrance,California 90504 ("OSI"), AV Acquisition, Inc., a Delaware corporation having aprincipal place of business located at 2555 W. 190th Street, Torrance,California 90504 ("AVA"), Mall Acquisition 1, Inc., a Delaware corporationhaving a principal place of business located at 2555 W. 190th Street, Torrance,California 90504 ("MA1"), and Mall Acquisition 2, Inc., a Delaware corporationhaving a principal place of business 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 are referred to herein, individually, collectively, andjointly and severally, as "Borrower") and GE Commercial Distribution FinanceCorporiation (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 March 14, 2004. 

NOW, THEREFORE, in consideration of the foregoing premises and for other goodand valuable consideration, the receipt and sufficiency of which is herebyacknowledged, Borrower and CDF hereby agree as follows: 

1. The first sentence of Section 1 of the Agreement is restated in itsentirety to read as follows: 

"Subject to the terms of this Agreement, CDF may extend credit to Borrowerfrom time to time to purchase inventory from CDF approved vendors ("Vendors") upto a maximum amount outstanding (including, without limitation, the amount ofall approvals issued by CDF to Vendors for which CDF has not transferred fundsand all accrued and unpaid interest charges and unused facility fees) at anytime not to exceed Five Million Dollars ($5,000,000.00), subject to increasepursuant to the last sentence of Section 3, below (the "Inventory FacilityAmount")." 

2. 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, this Agreement shall terminate onApril 14, 2004 (the "Scheduled Termination Date")." 

3. 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 DFS and Dealer. 

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

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.

FINANCE CORPORATION

                                                                                   

 

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

             David J.Lynch                                                           Frank Khulusi,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.

 

By:  /s/ Gary Guy 

          Gary Guy, President

 

ATTEST:

 

    /s/ Gary Guy

          Gary Guy

 

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

 

 

By:   /s/ Pete Zuiker

          Pete Zuiker, President

 

[/s/ PZ___]  This corporation hasonly one officer

 

WF ACQUISITION SUB, INC.

 

By:    /w/ William C. 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.

 

By:  /s/ Read Fenner

        Read Fenner, President

 

ATTEST:

 

 /s/ Read Fenner 

           Read Fenner

 

ONSALE, INC.

 

By:   /s/ Sam Khulusi  

           Sam Khulusi, President

 

ATTEST:

 

 /s/ Sam Khulusi

          SamKhulusi

 

 

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 Californiacorporation consents to the terms of the foregoing Amendment to Agreement forWholesale Financing (Amendment No. 1).

 

CONGRESS FINANCIAL CORPORATION(WESTERN)

By:  /s/Gary D. Cassianni     Gary D. Cassianni  

Its:    VicePresident