**EXHIBIT 10.1AMENDMENT**

**                   ****THIS AMENDMENT** (the "**Amendment**"),dated as of April 23, 2001 to that certain securities purchase agreement datedFebruary 26, 2001 (the **“Agreement”**) by and among DAMARKInternational, Inc., a Minnesota corporation, with headquarters located at 301Carlson 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**issuedby the Company to the Buyers pursuant to the Agreement.

**                   ****WHEREAS**:

                    A.      All terms defined in the Agreement areused herein as therein defined.

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

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

                    D.      The Company and the Buyers have agreed toamend certain provisions of the Senior Convertible Notes to resolve anyconcerns that Nasdaq may have with the terms of the transactions contemplatedby the Agreement.

**                    NOW, THEREFORE**, theCompany and the Buyers hereby agree as follows:

                    1.       AMENDMENTOF 19.99% LIMITATION PROVISION.

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

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

          “(h)    AccelerationUpon Reaching Common Share Limit. After January 2, 2002, in addition to all other rights of the Holdercontained herein (including, without limitation, the provisions of Section 3),after the Holders Pro-Rata Common Share Limit has been reached (unless it is nolonger applicable as contemplated by Section 3(a)), the Company shall prepaythis Note in an amount equal to 100% of the then Outstanding Principal Amountplus accrued and unpaid interest to the date of such prepayment.  The provisions of this Section 5(h) shallnot be deemed to restrict the ability of the Holder to convert the Notepursuant to the provisions of Section 3 at any time and from time to timebefore the Holders Pro-Rata Common Share Limit is reached or if the HoldersPro-Rata Common Share Limit is no longer applicable.”

Inaddition, the definition of “Common Share Limit Acceleration Price” in Section1 of the Senior Convertible Notes is hereby deleted.

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

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

**                   ****IN WITNESS WHEREOF,** the Buyersand the Company have caused this Waiver and Consent to be duly executed as ofthe 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: |
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|                            |              | **WOODVILLE LLC** |
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|                            |              | By: | /s/**** |
|                            |              |   | Name: |
|                            |              |   | Its: |
|                            |              | **CALM WATERS  PARTNERSHIP** |
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|                            |              | By: | /s/ |
|                            |              |   | Name: |
|                            |              |   | Its: |
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