Prepared by MerrillDirect





EXHIBIT 10.1

AMENDMENT




                    THIS AMENDMENT (the "Amendment"),
dated as of April 23, 2001 to that certain securities purchase agreement dated
February 26, 2001 (the “Agreement”) by and among DAMARK
International, Inc., a Minnesota corporation, with headquarters located at 301
Carlson Parkway, Suite 201, Minneapolis, Minnesota 55305 (the "Company"),
and the investors listed on the signature pages hereto (individually, a "Buyer"
and collectively, the "Buyers") and the Senior Convertible Notes issued
by the Company to the Buyers pursuant to the Agreement.


                    WHEREAS:


                    A.      All terms defined in the Agreement are
used herein as therein defined.


                    B.       Pursuant to the Agreement, the Company
issued $14.2 million of its 10% Senior Convertible Notes due August 26, 2001
(the “Senior
Convertible Notes”) on February 27, 2001 to the Buyers in the
respective amounts listed on the Schedule of Buyers to the Agreement.


                    C.      Pursuant to the terms of the Senior
Convertible Notes, the Company capitalized the interest due on March 31, 2001
pursuant the Senior Convertible Notes so that as of April 2, 2001 the aggregate
outstanding principal amount of the Senior Convertible Notes was $14,326,222.


                    D.      The Company and the Buyers have agreed to
amend certain provisions of the Senior Convertible Notes to resolve any
concerns that Nasdaq may have with the terms of the transactions contemplated
by the Agreement.


                    NOW, THEREFORE, the
Company and the Buyers hereby agree as follows:


                    1.       AMENDMENT
OF 19.99% LIMITATION PROVISION.


                    Section 3(a) of the Senior Convertible Notes is hereby amended by
deleting the clause (iii) in the first sentence thereof so that the sentence
ends with clause (ii).


                    2.       REDEMPTION PREMIUM.  Section 5(h) of the Senior Convertible
Notes
is hereby amended in its entirety to read as follows:


          “(h)    Acceleration
Upon Reaching Common Share Limit. 
After January 2, 2002, in addition to all other rights of the Holder
contained herein (including, without limitation, the provisions of Section 3),
after the Holders Pro-Rata Common Share Limit has been reached (unless it is no
longer applicable as contemplated by Section 3(a)), the Company shall prepay
this Note in an amount equal to 100% of the then Outstanding Principal Amount
plus accrued and unpaid interest to the date of such prepayment.  The provisions of this Section 5(h) shall
not be deemed to restrict the ability of the Holder to convert the Note
pursuant to the provisions of Section 3 at any time and from time to time
before the Holders Pro-Rata Common Share Limit is reached or if the Holders
Pro-Rata Common Share Limit is no longer applicable.”






In
addition, the definition of “Common Share Limit Acceleration Price” in Section
1 of the Senior Convertible Notes is hereby deleted.


                    3.       BINDING FORCE AND
EFFECT.  Except as amended hereby,
the Agreement and the Senior Convertible Notes shall continue in full force and
effect in accordance with their respective provisions as heretofore amended.


                    4.       COUNTERPARTS.  This Amendment may be executed in two or
more identical counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each
and delivered to the other party; provided that a facsimile signature shall be
considered due execution and shall be binding upon the signatory thereto with
the same force and effect as if the signature were an original, not a facsimile
signature.


                    IN WITNESS WHEREOF, the Buyers
and the Company have caused this Waiver and Consent to be duly executed as of
the date first written above.


	COMPANY:	BUYERS:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	DAMARK
  INTERNATIONAL, INC.	STARK TRADING
	 	 	 	 
	By:	/s/

	By: 	/s/ 


	Name:	 	 	Name:
	Its:	 	 	Its:
	 	 	 	 
	 	 	SHEPHERD
  INVESTMENTS INTERNATIONAL, LTD.
	 	 	 	 
	 	 	By:	/s/


	 	 	 	Name:
	 	 	 	Its:
	 	 	 	 
	 	 	 	 
	 	 	WOODVILLE LLC
	 	 	 	 
	 	 	By:	/s/


	 	 	 	Name:
	 	 	 	Its:
	 	 	CALM WATERS
  PARTNERSHIP
	 	 	 	 
	 	 	By:	/s/ 


	 	 	 	Name: 
	 	 	 	Its: