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                                                                    EXHIBIT 10.4

                                                                  EXECUTION COPY

                                 AMENDMENT NO. 5
                                       TO
                         RECEIVABLES PURCHASE AGREEMENT

            THIS AMENDMENT NO. 5 TO RECEIVABLES PURCHASE AGREEMENT dated as of
March 25, 2005 (this "Amendment") is entered into among INSIGHT RECEIVABLES, LLC
(the "Seller"), Insight Enterprises, INc. (the "Servicer"), JPMORGAN CHASE BANK,
N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as a Financial
Institution and as Agent (in its capacity as Agent, the "Agent"), and Jupiter
Securitization corporation ("Jupiter"). Capitalized terms used herein but not
defined herein shall have the meanings provided in the Receivables Purchase
Agreement defined below.

                                   WITNESSETH

            WHEREAS, the parties hereto are parties to that certain Receivables
Purchase Agreement dated as of December 31, 2002 (as amended, restated,
supplemented or otherwise modified from time to time, the "Receivables Purchase
Agreement");

            WHEREAS, the parties hereto have agreed to amend the Receivables
Purchase Agreement on the terms and conditions hereafter set forth;

            NOW, THEREFORE, in consideration of the premises set forth above,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:

            SECTION 1. Amendment. Subject to the fulfillment of the conditions
precedent set forth in Section 2 below, Section 9.1(g)(ii) of the Receivables
Purchase Agreement is hereby amended and restated as follows:

            "(ii) the weighted average of the Delinquency Ratios for the three
      most recently ended Fiscal Months shall exceed 8.5%;"

            SECTION 2. Conditions Precedent. The effectiveness of this Amendment
is subject to the satisfaction of the conditions precedent that the Agent shall
have received counterparts of this Amendment, executed by each of the parties
hereto.

            SECTION 3. Representations and Warranties. Each of the Seller and
the Servicer hereby represents and warrants that (i) this Amendment constitutes
its legal, valid and binding obligation, enforceable against such party in
accordance with its terms, (ii) before and after giving effect to this
Amendment, the representations and warranties of each such party, respectively,
set forth in Article 5 of the Receivables Purchase Agreement are true and
correct in all material respects with the same effect as if made on the date
hereof, except to the extent such representations and warranties expressly
relate to an earlier date. The Seller further represents and warrants that
before and after giving effect to this Amendment, no event has occurred and is
continuing that constitutes an Amortization Event or a Potential Amortization
Event.

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            SECTION 4. Reference to and Effect on the Receivables Purchase
Agreement.

            4.1 Upon the effectiveness of this Amendment, (i) each reference in
the Receivables Purchase Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import shall mean and be a reference to the
Receivables Purchase Agreement, as amended hereby, and (ii) each reference to
the Receivables Purchase Agreement in any other Transaction Document or any
other document, instrument or agreement executed and/or delivered in connection
therewith, shall mean and be a reference to the Receivables Purchase Agreement
as amended hereby.

            4.2 Except as specifically amended above, the terms and conditions
of the Receivables Purchase Agreement, of all other Transaction Documents and
any other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect and are hereby
ratified and confirmed.

            4.3 The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of the Agent or
Jupiter under the Receivables Purchase Agreement or any other Transaction
Document or any other document, instrument or agreement executed in connection
therewith, nor constitute a waiver of any provision contained therein, in each
case except as specifically set forth herein.

            SECTION 5. Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument.

            SECTION 6. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the internal laws (including, but not limited to,
735 ilcs section 105/5-1 et seq., but otherwise without regard to conflict of
law provisions) of the state of illinois.

            SECTION 7. Section Titles. The section titles contained in this
Amendment are and shall be without substance, meaning or content of any kind
whatsoever and are not a part of the agreement between the parties hereto.

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            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized as of the
date first above written.

                          INSIGHT RECEIVABLES, LLC

                          By: Insight Receivables Holding, LLC, its sole member

                          By: /s/ Stanley Laybourne
                              Name: Stanley Laybourne
                              Title: CFO

                          INSIGHT ENTERPRISES, INC.

                          By: /s/ Stanley Laybourne
                              Name: Stanley Laybourne
                              Title: CFO

                                                               Signature Page to
                               Amendment No. 5 to Receivables Purchase Agreement

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                          JUPITER SECURITIZATION CORPORATION

                          By: /s/ Warren H. Philipp
                                      Authorized Signatory

                          JPMORGAN CHASE BANK, N.A.
                          (successor by merger to Bank One, NA (Main Office
                          Chicago)), as a Financial Institution and as Agent

                          By: /s/ Warren H. Philipp
                              Name: Warren H. Philipp
                              Title: Managing Director

                                                               Signature Page to
                               Amendment No. 5 to Receivables Purchase Agreement