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                                                                   Exhibit 10.26

                       AGREEMENT FOR WHOLE SALE FINANCING

This Agreement for Wholesale Financing ("Agreement") is made as of March 25,
1998, between Deutsche Financial Services Corporation ("DFS") and PC Connection,
Inc., a Delaware corporation ("Dealer"), having a principal place of business
located at 6 Mill Street, Marlow, NH 03456.

1.    Extension of Credit. Subject to the terms of this Agreement, DFS may
      extend credit to Dealer from time to time to purchase inventory from DFS
      approved vendors ("Vendors") and for other purposes. If DFS advances funds
      to Dealer following Dealer's execution of this Agreement, DFS will be
      deemed to have entered into this Agreement with Dealer, whether or not
      executed by DFS. DFS' decision to advance funds will not be binding until
      the funds are actually advanced. DFS may combine all of DFS' advances to
      Dealer or on Dealer's behalf, whether under this Agreement or any other
      agreement, and whether provided by one or more of DFS' branch offices,
      together with all finance charges, fees and expenses related thereto, to
      make one debt owed by Dealer. DFS may, at any time and without notice to
      Dealer, elect not to finance any inventory sold by particular Vendors who
      are in default of their obligations to DFS, or with respect to which DFS
      reasonably feels insecure. This is an agreement regarding the extension of
      credit, and not the provision of goods or services.

2.    Financing Terms and Statements of Transaction. Dealer and DFS agree that
      certain financial terms of any advance made by DFS under this Agreement,
      whether regarding finance charges, other fees, maturities, curtailments or
      other financial terms, are not set forth herein because such terms depend,
      in part, upon the availability of Vendor discounts, payment terms or other
      incentives, prevailing economic conditions, DFS' floorplanning volume with
      Dealer and with Dealer's Vendors, and other economic factors which may
      vary over time. Dealer and DFS further agree that it is therefore in their
      mutual best interest to set forth in this Agreement only the general
      terms of Dealer's financing arrangement with DFS. Upon agreeing to finance
      a particular item of inventory for Dealer, DFS will send Dealer a
      Statement of Transaction identifying such inventory and the applicable
      financial terms. Unless Dealer notifies DFS in writing of any objection
      within fifteen (15) days after a Statement of Transaction is mailed to
      Dealer: (a) the amount shown on such Statement of Transaction will be an
      account stated; (b) Dealer will have agreed to all rates, charges and
      other terms shown on such Statement of Transaction; (c) Dealer will have
      agreed that DFS is financing the items of inventory referenced in such
      Statement of Transaction at Dealer's request; and (d) such Statement of
      Transaction will be incorporated herein by reference, will be made a part
      hereof as if originally set forth herein, and will constitute an addendum
      hereto.

3.    Grant of Security Interest. To secure payment of all of Dealer's current
      and future debts to DFS, whether under this Agreement or any current or
      future guaranty or other agreement; Dealer grants DFS a security interest
      in all of Dealer's inventory, equipment, fixtures, accounts, contract
      rights, chattel paper, security agreements, instruments, deposit accounts,
      reserves, documents, and general intangibles; end all judgments, claims,
      insurance policies, and payments owed or made to Dealer thereon; all
      whether now owned or hereafter acquired, all attachments, accessories,
      accessions, returns, repossessions, exchanges, substitutions and
      replacements thereto, and all proceeds thereof. All such assets are
      collectively referred to herein as the "Collateral." All of such terms for
      which meanings are provided in the Uniform Commercial Code of the
      applicable state are used herein with such meanings. All Collateral
      financed by DFS, and all proceeds thereof, will be held in trust by Dealer
      for DFS, with such proceeds being payable in accordance with Section 9.

4.    Affirmative Warranties and Representations. Dealer warrants and represents
      to DFS that: (a) Dealer has good title to all Collateral; (b) DFS'
      security interest in the Collateral financed by DFS is not now and will
      not become subordinate to the security interest, lien, encumbrance or
      claim of any person: (c) Dealer will execute all documents DFS requests to
      perfect and maintain DFS' security interest in the collateral; (d) Dealer
      will deliver to DFS immediately upon each request, and DFS way retain,
      each Certificate of Title or Statement of Origin issued for Collateral
      financed by DFS; (e) Dealer will at all times be duly organized,
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      existing, in good standing, qualified and licensed to do business in each
      state, county, or parish, in which the nature of its business or property
      so requires; (f) Dealer has the right and is duly authorized to enter into
      this Agreement; (g) Dealer's execution of this Agreement does not
      constitute a breach of any agreement to which Dealer is now or hereafter
      becomes bound; (h) there are and will be no actions or proceedings pending
      or threatened against Dealer which might result in any material adverse
      change in Dealer's financial or business condition or which might in any
      way materially adversely affect any of Dealer's assets, except as set
      forth on Exhibit B, attached hereto; (i) Dealer will maintain the
      Collateral in good condition and repair; (j) Dealer has duly filed and
      will duly file all tax returns required by law; (k) Dealer has paid and
      will pay when due all taxes, levies, assessments and governmental charges
      of any nature; (l) Dealer will keep and maintain all of its books and
      records pertaining to the Collateral at its principal place of business
      designated in this Agreement; (m) Dealer will promptly supply DFS with
      such information concerning it or any guarantor as DFS hereafter may
      reasonably request; (n) all Collateral will be kept at Dealer's principal
      place of business listed above, and such other locations, if any, of which
      Dealer has notified DFS in writing or as listed on any current or future
      Exhibit "A" attached hereto which written notice(s) to DFS and Exhibit
      A(s) are incorporated herein by reference; (o) Dealer will give DFS thirty
      (30) days prior written notice of any change in Dealer's identity, name,
      form of business organization, ownership, management, principal place of
      business, Collateral locations or other business locations, and before
      moving any books and records to any other location, unless due to
      circumstances (e.g. termination of a manager) under which such notice
      would be impractical, in which case Dealer shall, provide DFS with notice
      as soon as possible; (p) Dealer will observe and perform all matters
      required by any lease, license, concession or franchise forming part of
      the Collateral in order to maintain all the rights of DFS thereunder; (q)
      Dealer will advise DFS of the commencement of material legal proceedings
      against Dealer or any guarantor; and (r) Dealer will comply with all
      applicable laws and will conduct its business in a manner which preserves
      and protects the Collateral and the earnings and incomes thereof.

5.    Negative Covenants. Dealer will not at any time (without DFS' prior
      written consent): (a) other than in the ordinary course of its business,
      sell, lease or otherwise dispose of or transfer any of its assets; (b)
      rent, lease, demonstrate, consign, or use any Collateral financed by DFS;
      or (c) merge or consolidate with another entity.

6.    Insurance. Dealer will immediately notify DFS of any loss, theft or damage
      to any Collateral. Dealer will keep the Collateral insured for its full
      insurable value under an "all risk" property insurance policy with a
      company acceptable to DFS, naming DFS as a lender loss-payee or mortgagee
      and containing standard lender's loss payable and termination provisions.
      Dealer will provide DFS with written evidence of such property insurance
      coverage and lender's loss-payee or mortgagee endorsement.

7.    Financial Statements. Dealer will deliver to DFS: (a) within ninety (90)
      days after the end of each of Dealer's fiscal years, a reasonably detailed
      balance sheet as of the last day of such fiscal year and a reasonably
      detailed income statement covering Dealer's operations for such fiscal
      year, in a form satisfactory to DFS; (b) within forty-five (45) days after
      the end of each of Dealer's fiscal quarters, a reasonably detailed balance
      sheet as of the last day of such quarter and an income statement covering
      Dealer's operations for such quarter, in a form satisfactory to DFS; and
      (c) within ten (10) days after request therefor by DFS, any other report
      requested by DFS relating to the Collateral or the financial condition or
      Dealer. Dealer warrants and represents to DFS that all financial
      statements and information relating to Dealer or any guarantor which have
      been or may hereafter be delivered by Dealer or any guarantor are true and
      correct and have been and will be prepared in accordance with generally
      accepted accounting principles consistently applied and, with respect to
      such previously delivered statements or information, there has been no
      material adverse change in the financial or business condition of Dealer
      or any guarantor since the submission to DFS, either as of the date of
      delivery, or, if different, the date specified therein, and Dealer
      acknowledges DFS' reliance thereon.

8.    Reviews. Dealer grants DFS an irrevocable license to enter Dealer's
      business locations, with accompaniment by Dealer, during normal business
      hours without
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      notice to Dealer to: (a) account for and inspect all Collateral; (b)
      verify Dealer's compliance with this Agreement; and (c) examine and copy
      Dealer's books and records related to the Collateral.

9.    Payment Terms. Dealer will immediately pay DFS the principal indebtedness
      owed DFS on each item of Collateral financed by DFS (as shown on the
      Statement of Transaction identifying such Collateral) on the earliest
      occurrence of any of the following events: (a) when such Collateral is
      lost, stolen or damaged; (b) for Collateral financed under Pay-As-Sold
      ("PAS") terms (as shown on the Statement of Transaction identifying such
      Collateral), when such Collateral is sold, transferred, rented, leased,
      otherwise disposed of or matured; (c) in strict accordance with any
      curtailment schedule for such Collateral (as shown on the Statement of
      Transaction identifying such Collateral); (d) for Collateral financed
      under Scheduled Payment Program ("SPP") terms (as shown on the Statement
      of Transaction identifying such Collateral), in strict accordance with the
      installment payment schedule; and (e) when otherwise required under the
      terms of any financing program agreed to in writing by the parties.
      Regardless of the SPP terms pertaining to any Collateral financed by DFS,
      if DFS determines that the current outstanding debt which Dealer owes to
      DFS exceeds the aggregate wholesale invoice price of such Collateral in
      Dealer's possession, Dealer will immediately upon demand pay DFS the
      difference between such outstanding debt and the aggregate wholesale
      invoice price of such Collateral. If Dealer from time to time is required
      to make immediate payment to DFS of any past due obligation discovered
      during any Collateral audit, or at any other time, Dealer agrees that
      acceptance of such payment by DFS shall not be construed to have waived or
      amended the terms of its financing program. The proceeds of any Collateral
      received by Dealer will be held by Dealer in trust for DFS' benefit, for
      application as provided in this Agreement. Dealer will send all payments
      to DFS' branch office(s) responsible for Dealer's account. DFS may apply:
      (i) payments to reduce finance charges first and then principal,
      regardless of Dealer's instructions: and (ii) principal payments to the
      oldest (earliest) invoice for Collateral financed by DFS, but, in any
      event, all principal payments will first be applied to such Collateral
      which is sold, lost, stolen, damaged, rented, leased, or otherwise
      disposed of or unaccounted for. Any third party discount, rebate, bonus or
      credit granted to Dealer for any Collateral will not reduce the debt
      Dealer owes DFS until DFS has received payment therefor in cash. Dealer
      will: (1) pay DFS even if any Collateral is defective or fails to conform
      to any warranties extended by any third party; (2) not assert against DFS
      any claim or defense Dealer has against any third party; and (3) indemnify
      and hold DFS harmless against all claims and defenses asserted by any
      buyer of the Collateral relating to the condition of, or any
      representations regarding, any of the Collateral. Dealer waives all rights
      of offset Dealer may have against DFS.

10.   Calculation of Charges. Dealer will pay finance charges to DFS on the
      outstanding principal debt which Dealer owes DFS for each item of
      Collateral financed by DFS at the rate(s) shown on the Statement of
      Transaction identifying such Collateral, unless Dealer objects thereto as
      provided in Section 2. The finance charges attributable to the rate shown
      on the Statement of Transaction will: (a) be computed based on a 360 day
      year; (b) be calculated by multiplying the Daily Charge (as defined
      below) by the actual number of days in the applicable billing period; and
      (c) accrue from the invoice date of the Collateral identified on such
      Statement of Transaction until DFS receives full payment in good funds of
      the principal debt Dealer owes DFS for each item of such Collateral in
      accordance with DFS' payment recognition policy and DFS applies such
      payment to Dealer's principal debt in accordance with the terms of this
      Agreement. The "Daily Charge" is the product of the Daily Rate (as defined
      below) multiplied by the Average Daily Balance (as defined below). The
      "Daily Rate" is the quotient of the annual rate shown on the Statement of
      Transaction divided by 360, or the monthly rate shown on the Statement of
      Transaction divided by 30. The "Average Daily Balance" is the quotient of
      (i) the sum of the outstanding principal debt owed DFS on each day of a
      billing period for each item of Collateral identified on a Statement of
      Transaction, divided by (ii) the actual number of days in such billing
      period. Dealer will also pay DFS $100 for each check returned unpaid for
      insufficient funds (an "NSF check") (such $100 payment repays DFS'
      estimated administrative costs; it does not waive the default caused by
      the NSF check). The annual percentage rate of the finance charges relating
      to any item of Collateral financed by DFS will be calculated from the
      invoice date of such Collateral, regardless of any period during which any
      finance charge subsidy shall be paid or payable by any third party. Dealer
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      acknowledges that DFS intends to strictly conform to the applicable usury
      laws governing this Agreement. Regardless of any provision contained
      herein or in any other document executed or delivered in connection
      herewith or therewith, DFS shall never be deemed to have contracted for,
      charged or be entitled to receive, collect or apply as interest on this
      Agreement (whether termed interest herein or deemed to be interest by
      judicial determination or operation of law), any amount in excess of the
      maximum amount allowed by applicable law, and, if DFS ever receives,
      collects or applies as interest any such excess, such amount which would
      be excessive interest will be applied first to the reduction of the unpaid
      principal balances of advances under this Agreement, and, second, any
      remaining excess will be paid to Dealer. In determining whether or not the
      interest paid or payable under any specific contingency exceeds the
      highest lawful rate, Dealer and DFS shall, to the maximum extent permitted
      under applicable law: (A) characterize any non-principal payment (other
      than payments which are expressly designated as interest payments
      hereunder) as an expense or fee rather than as interest; (B) exclude
      voluntary prepayments and the effect thereof; and (C) spread the total
      amount of interest throughout the entire term of this Agreement so that
      the interest rate is uniform throughout such term.

11.   Billing Statement. DFS will send Dealer a monthly billing statement
      identifying all charges due on Dealer's account with DFS. The charges
      specified on each billing statement will be: (a) due and payable in full
      immediately on receipt; and (b) an account stated, unless DFS receives
      Dealer's written objection thereto within 15 days after it is mailed to
      Dealer. If DFS does not receive, by the 25th day of any given month,
      payment of all charges accrued to Dealer's account with DFS during the
      immediately preceding month, Dealer will (to the extent allowed by law)
      pay DFS a late fee ("Late Fee") equal to the greater of $5 or 5% of the
      amount of such finance charges (payment of the Late Fee does not waive the
      default caused by the late payment). DFS may adjust the billing statement
      at any time to conform to applicable law and this Agreement.

12.   Default. Dealer will be in default under this Agreement if: (a) Dealer
      breaches any terms, warranties or representations contained herein, in any
      Statement of Transaction to which Dealer has not objected as provided in
      Section 2, or in any other agreement between DFS and Dealer; (b) any
      guarantor of Dealer's debts to DFS breaches any terms, warranties or
      representations contained in any guaranty or other agreement between the
      guarantor and DFS; (c) any representation, statement, report or
      certificate made or delivered by Dealer or any guarantor to DFS is not
      accurate when made; (d) Dealer fails to pay any portion of Dealer's debts
      to DFS when due and payable hereunder or under any other agreement between
      DFS and Dealer; (e) Dealer abandons any Collateral; (f) Dealer or any
      guarantor is or becomes in default in the payment of any debt owed to any
      third party; (g) a money judgment issues against Dealer or any guarantor
      that materially affects Dealer or guarantor, as applicable; (h) an
      attachment, sale or seizure issues or is executed against any assets of
      Dealer or of any guarantor; (i) the undersigned dies while Dealer's
      business is operated as a sole proprietorship, any general partner dies
      while Dealer's business is operated as a general or limited partnership,
      or any member dies while Dealer's business is operated as a limited
      liability company, as applicable; (j) any guarantor dies; (k) Dealer or
      any guarantor shall cease existence as a corporation, partnership, limited
      liability company or trust, as applicable; (l) Dealer or any guarantor
      ceases or suspends business; (m) Dealer, any guarantor or any member while
      Dealer's business is operated as a limited liability company, as
      applicable, makes a general assignment for the benefit of creditors; (n)
      Dealer, any guarantor or any member while Dealer's business is operated as
      a limited liability company, as applicable, becomes insolvent or
      voluntarily or involuntarily becomes subject to the Federal Bankruptcy
      Code, any state insolvency law or any similar law; (o) any receiver is
      appointed for any assets of Dealer, any guarantor or any member while
      Dealer's business is operated as a limited liability company, as
      applicable; (p) any guaranty of Dealer's debts to DFS is terminated; (q)
      Dealer loses any franchise, permission, license or right to sell or deal
      in any Collateral which DFS finances; (r) Dealer or any guarantor
      misrepresents Dealer's or such guarantor's financial condition or
      organizational structure; or (s) DFS determines in good faith that it is
      insecure with respect to any of the Collateral or the payment of any part
      of Dealer's obligation to DFS.

13.   Rights of DFS Upon Default. In the event of a default:
      (a)   DFS may at any time at DFS' election, without notice or demand to
            Dealer, do any one or more of the following: declare all or any part
            of the debt
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            Dealer owes DFS immediately due and payable, together with all costs
            and expenses of DFS' collection activity, including, without
            limitation, all reasonable attorneys' fees; exercise any or all
            rights under applicable law (including, without limitation, the
            right to possess, transfer and dispose of the Collateral); and/or
            cease extending any additional credit to Dealer (DFS' right to cease
            extending credit shall not be construed to limit the discretionary
            nature of this credit facility).

      (b)   Dealer will segregate and keep the Collateral in trust for DFS, and
            in good order and repair, and will not sell, rent, lease, consign,
            otherwise dispose of or use any Collateral, nor further encumber any
            Collateral.

      (c)   Upon DFS' oral or written demand, Dealer will immediately deliver
            the Collateral to DFS, in good order and repair, at a place
            specified by DFS, together with all related documents; or DFS may,
            in DFS' sole discretion and without notice or demand to Dealer, take
            immediate possession of the Collateral together with all related
            documents.

      (d)   DFS may, without notice, apply a default finance charge to Dealer's
            outstanding principal indebtedness equal to the default rate
            specified in Dealer's financing program with DFS, if any, or if
            there is none so specified, at the lesser of 3% per annum above the
            rate in effect immediately prior to the default, or the highest
            lawful contract rate of interest permitted under applicable law.

            All of DFS' rights and remedies are cumulative. DFS' failure to
            exercise any of DFS' rights or remedies hereunder will not waive any
            of DFS' rights or remedies as to any past, current or future
            default.

14.   Sale of Collateral. Dealer agrees that if DFS conducts a private sale of
      any Collateral by requesting bids from 10 or more dealers or distributors
      in that type of Collateral, any sale by DFS of such Collateral in bulk or
      in parcels within 120 days of: (a) DFS' taking possession and control of
      such Collateral; or (b) when DFS is otherwise authorized to sell such
      Collateral; whichever occurs last, to the bidder submitting the highest
      cash bid therefor, is a commercially reasonable sale of such Collateral
      under the Uniform Commercial Code. Dealer agrees that the purchase of any
      Collateral by a Vendor, as provided in any agreement between DFS and the
      Vendor, is a commercially reasonable disposition and private sale of such
      Collateral under the Uniform Commercial Code, and no request for bids
      shall be required. Dealer further agrees that 7 or more days prior written
      notice will be commercially reasonable notice of any public or private
      sale (including any sale to a Vendor). Dealer irrevocably waives any
      requirement that DFS retain possession and not dispose of any Collateral
      until after an arbitration hearing, arbitration award, confirmation, trial
      or final judgment. If DFS disposes of any such Collateral other than as
      herein contemplated, the commercial reasonableness of such disposition
      will be determined in accordance with the laws of the state governing this
      Agreement.

15.   Power of Attorney. Dealer grants DFS an irrevocable power of attorney: (a)
      upon the occurrence of a default to: (i) execute or endorse on Dealer's
      behalf any checks pertaining to the Collateral, or (ii) initiate and
      settle any insurance claim pertaining to the Collateral; and (b) at any
      time to: (i) supply any omitted information and correct errors in any
      documents between DFS and Dealer, (ii) execute or endorse on Dealer's
      behalf any financing statements or instruments pertaining to the
      Collateral; and (iii) do anything to preserve and protect the Collateral
      and DFS' rights and interest therein.

16.   Information. DFS may provide to any third party any credit information on
      Dealer that DFS may from time to time possess. DFS may obtain from any
      Vendor any credit, financial or other information regarding Dealer that
      such Vendor may from time to time possess.

17.   Termination. Either party may terminate this Agreement at any time by
      written notice received by the other party. If DFS terminates this
      Agreement, Dealer agrees that if Dealer: (a) is not in default hereunder,
      30 days prior notice of termination is reasonable and sufficient (although
      this provision shall not be construed to mean that shorter periods may
      not, in particular circumstances, also be reasonable and sufficient); or
      (b) is in default hereunder, no prior notice of termination is required.
      Dealer will not be relieved from any obligation to DFS arising out of DFS'
      advances or commitments made before the effective termination date of this
      Agreement. DFS will retain all of its rights, interests and remedies
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      hereunder until Dealer has paid all of Dealer's debts to DFS. All waivers
      set forth within this Agreement will survive any termination of this
      Agreement.

18.   Binding Effect. Dealer cannot assign its interest in this Agreement
      without DFS' prior written consent, although DFS may assign or participate
      DFS' interest, in whole or in part, without Dealer's consent. This
      Agreement will protect and bind DFS' and Dealer's respective heirs,
      representatives, successors and assigns.

19.   Notices. Except as otherwise stated herein, all notices, arbitration
      claims, responses, requests and documents will be sufficiently given or
      served if mailed or delivered: (a) to Dealer at Dealer's principal place
      of business specified above; and (b) to DFS at 655 Maryville Centre Drive,
      St. Louis, Missouri 63141--5832, Attention: General Counsel, or such other
      address as the parties may hereafter specify in writing.

20.   NO ORAL AGREEMENTS. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND
      CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES
      TO EXTEND OR RENEW SUCH DEBTS ARE NOT ENFORCEABLE. TO PROTECT DEALER AND
      DFS FROM MISUNDERSTANDING OR DISAPPOINTMENT, ALL AGREEMENTS COVERING SUCH
      MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE
      STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, EXCEPT AS SPECIFICALLY
      PROVIDED HEREIN OR AS THE PARTIES MAY LATER AGREE IN WRITING TO MODIFY IT.
      THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.

21.   Other Waivers. Dealer irrevocably waives notice of: DFS' acceptance of
      this Agreement, presentment, demand, protest, nonpayment, nonperformance,
      and dishonor. Dealer and DFS irrevocably waive all rights to claim any
      punitive and/or exemplary damages.

22.   Severability. If any provision of this Agreement or its application is
      invalid or unenforceable, the remainder of this Agreement will not be
      impaired or affected and will remain binding and enforceable.

23.   Supplement. If Dealer and DFS have heretofore executed other agreements in
      connection with all or any part of the Collateral, this Agreement shall
      supplement each and every other agreement previously executed by and
      between Dealer and DFS, and in that event this Agreement shall neither be
      deemed a novation nor a termination of such previously executed agreement
      nor shall execution of this Agreement be deemed a satisfaction of any
      obligation secured by such previously executed agreement.

24.   Receipt of Agreement. Dealer acknowledges that it has received a true and
      complete copy of this Agreement. Dealer acknowledges that it has read and
      understood this Agreement. Notwithstanding anything herein to the
      contrary: (a) DFS may rely on any facsimile copy, electronic data
      transmission or electronic data storage of this Agreement, any Statement
      of Transaction, billing statement, invoice from a Vendor, financial
      statements or other reports, and (b) such facsimile copy, electronic data
      transmission or electronic data storage will be deemed an original, and
      the best evidence thereof for all purposes, including, without limitation,
      under this Agreement or any other agreement between DFS and Dealer, and
      for all evidentiary purposes before any arbitrator, court or other
      adjudicatory authority.

25.   Miscellaneous. Time is of the essence regarding Dealer's performance of
      its obligations to DFS notwithstanding any course of dealing or custom on
      DFS' part to grant extensions of time. Dealer's liability under this
      Agreement is direct and unconditional and will not be affected by the
      release or nonperfection of any security interest granted hereunder. DFS
      will have the right to refrain from or postpone enforcement of this
      Agreement or any other agreements between DFS and Dealer without prejudice
      and the failure to strictly enforce these agreements will not be construed
      as having created a course of dealing between DFS and Dealer contrary to
      the specific terms of the agreements or as having modified, released or
      waived the same. The express terms of this Agreement will not be modified
      by any course of dealing, usage of trade, or custom of trade which may
      deviate from the terms hereof. If Dealer fails to pay any taxes, fees or
      other obligations which may impair DFS' interest in the Collateral, or
      fails to keep the Collateral insured, DFS may, but shall not be required
      to, pay such taxes, fees or obligations and pay the cost to insure the
      Collateral, and the amounts paid will be: (a) an additional debt owed by
      Dealer to DFS, which shall be subject to finance charges as
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      provided herein; and (b) due and payable immediately in full. Dealer
      agrees to pay all of DFS' reasonable attorneys' fees and expenses incurred
      by DFS in enforcing DFS' rights hereunder. The Section titles used in this
      Agreement are for convenience only and do not define or limit the contents
      of any Section.

26.   BINDING ARBITRATION.

      26.1  Arbitrable Claims. Except as otherwise specified below, all actions,
            disputes, claims and controversies under common law, statutory law
            or in equity of any type or nature whatsoever (including, without
            limitation, all torts, whether regarding negligence, breach of
            fiduciary duty, restraint of trade, fraud, conversion, duress,
            interference, wrongful replevin, wrongful sequestration, fraud in
            the inducement, usury or any other tort, all contract actions,
            whether regarding express or implied terms, such as implied
            covenants of good faith, fair dealing, and the commercial
            reasonableness of any Collateral disposition, or any other contract
            claim, all claims of deceptive trade practices or lender liability,
            and all claims questioning the reasonableness or lawfulness of any
            act), whether arising before or after the date of this Agreement,
            and whether directly or indirectly relating to: (a) this Agreement
            and/or any amendments and addenda hereto, or the breach, invalidity
            or termination hereof; (b) any previous or subsequent agreement
            between DFS and Dealer; (c) any act committed by DFS or by any
            parent company, subsidiary or affiliated company of DFS (the "DFS
            Companies"), or by any employee, agent, officer or director of a DFS
            Company whether or not arising within the scope and course of
            employment or other contractual representation of the DFS Companies
            provided that such act arises under a relationship, transaction or
            dealing between DFS and Dealer; and/or (d) any other relationship,
            transaction or dealing between DFS and Dealer (collectively the
            "Disputes"), will be subject to and resolved by binding arbitration.

      26.2  Administrative Body. All arbitration hereunder will be conducted in
            accordance with the Commercial Arbitration Rules of The American
            Arbitration Association ("AAA"). If the AAA is dissolved, disbanded
            or becomes subject to any state or federal bankruptcy or insolvency
            proceeding, the parties will remain subject to binding arbitration
            which will be conducted by a mutually agreeable arbitral forum. The
            parties agree that all arbitrator(s) selected will be attorneys with
            at least five (5) years secured transactions experience. The
            arbitrator(s) will decide if any inconsistency exists between the
            rules of any applicable arbitral forum and the arbitration
            provisions contained herein. If such inconsistency exists, the
            arbitration provisions contained herein will control and supersede
            such rules. The site of all arbitration proceedings will be in the
            Division of the Federal Judicial District in which AA maintains a
            regional office that is closest to Dealer.

      26.3  Discovery. Discovery permitted in any arbitration proceeding
            commenced hereunder is limited as follows. No later than thirty (30)
            days after the filing of a claim for arbitration, the parties will
            exchange detailed statements setting forth the facts supporting the
            claim(s) and all defenses to be raised during the arbitration, and a
            list of all exhibits and witnesses. No later than twenty-one (21)
            days prior to the arbitration hearing, the parties will exchange a
            final list of all exhibits and all witnesses, including any
            designation of any expert witness(es) together with a summary of
            their testimony; a copy of all documents and a detailed description
            of any property to be introduced at the hearing. Under no
            circumstances will the use of interrogatories, requests for
            admission, requests for the production of documents or the taking of
            depositions be permitted. However, in the event of the designation
            of any expert witness(es), the following will occur: (a) all
            information and documents relied upon by the expert witness(es) will
            be delivered to the opposing party, (b) the opposing party will be
            permitted to depose the expert witness(es), (c) the opposing party
            will be permitted to designate rebuttal expert witness(es), and (d)
            the arbitration hearing will be continued to the earliest possible
            date that enables the foregoing limited discovery to be
            accomplished.

      26.4  Exemplary or Punitive Damages. The Arbitrator(s) will not have the
            authority to award exemplary or punitive damages.

      26.5  Confidentiality of Awards. All arbitration proceedings, including
            testimony or evidence at hearings, will be kept confidential,
            although any award or order rendered by the arbitrator(s) pursuant
            to the terms of this Agreement
<PAGE>

            may be entered as a judgment or order in any state or federal court
            and may be confirmed within the federal judicial district which
            includes the residence of the party against whom such award or order
            was entered. This Agreement concerns transactions involving commerce
            among the several states. The Federal Arbitration Act, Title 9
            U.S.C. Sections 1 et seq., as amended ("FAA") will govern all
            arbitration(s) and confirmation proceedings hereunder.

      26.6  Prejudgment and Provisional Remedies. Nothing herein will be
            construed to prevent DFS' or Dealer's use of bankruptcy,
            receivership, injunction, repossession, replevin, claim and
            delivery, sequestration, seizure, attachment, foreclosure, dation
            and/or any other prejudgment or provisional action or remedy
            relating to any Collateral for any current or future debt owed by
            either party to the other. Any such action or remedy will not waive
            DFS' or Dealer's right to compel arbitration of any Dispute.

      26.7  Attorneys' Fees. If either Dealer or DFS brings any other action for
            judicial relief with respect to any Dispute (other than those set
            forth in Section 26.6), the party bringing such action will be
            liable for and immediately pay all of the other party's costs and
            expenses (including attorneys' fees) incurred to stay or dismiss
            such action and remove or refer such Dispute to arbitration. If
            either Dealer or DFS brings or appeals an action to vacate or modify
            an arbitration award and such party does not prevail, such party
            will pay all costs and expenses, including attorneys' fees, incurred
            by the other party in defending such action. Additionally, if one
            party sues the other party or institutes any arbitration claim or
            counterclaim against such other party in which such other party is
            the prevailing party, the party instituting such claim will pay all
            costs and expenses (including attorneys' fees) incurred by the
            prevailing party in the course of defending such action or
            proceeding.

      26.8  Limitations. Any arbitration proceeding must be instituted: (a) with
            respect to any Dispute for the collection of any debt owed by either
            party to the other, within two (2) years after the date the last
            payment was received by the instituting party; and (b) with respect
            to any other Dispute, within two (2) years after the date the
            incident giving rise thereto occurred, whether or not any damage was
            sustained or capable of ascertainment or either party knew of such
            incident. Failure to institute an arbitration proceeding within such
            period will constitute an absolute bar and waiver to the institution
            of any proceeding, whether arbitration or a court proceeding, with
            respect to such Dispute.

      26.9  Survival After Termination. The agreement to arbitrate will survive
            the termination of this Agreement.

27.   INVALIDITY/UNENFORCEABILITY OF BINDING ARBITRATION. IF THIS AGREEMENT IS
      FOUND TO BE NOT SUBJECT TO ARBITRATION, ANY LEGAL PROCEEDING WITH RESPECT
      TO ANY DISPUTE WILL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A
      JUDGE WITHOUT A JURY. DEALER AND DFS WAIVE ANY RIGHT TO A JURY TRIAL IN
      ANY SUCH PROCEEDING.

28.   Governing Law. Dealer acknowledges and agrees that this and all other
      agreements between Dealer and DFS have been substantially negotiated, and
      will be substantially performed, in the state of Massachusetts.
      Accordingly, Dealer agrees that all Disputes will be governed by, and
      construed in accordance with, the laws of such state, except to the extent
      inconsistent with the provisions of the FAA which shall control and govern
      all arbitration proceedings hereunder.

      IN WITNESS WHEREOF, Dealer and DFS have executed this Agreement as of the
date first set forth hereinabove.
<PAGE>

THIS CONTRACT CONTAINS BINDING ARBITRATION, JURY WAIVER AND PUNITIVE DAMAGE
WAIVER PROVISIONS.

DEUTSCHE FINANCIAL SERVICES               PC CONNECTION, INC.,
CORPORATION                               a Delaware corporation


By:                                       By: /s/ Jack L. Ferguson
   ---------------------------                --------------------------------
Print Name:                               Print Name: Jack L. Ferguson
           -------------------                        ------------------------
Title:                                    Title: Treasurer
      ------------------------                   -----------------------------

                                          ATTEST:

                                          /s/ Steve Markiewicz
                                          ------------------------------------
                                                 (Assistant) Secretary

                                          Print Name: Steve Markiewicz
                                                      ------------------------
<PAGE>

                      SECRETARY'S CERTIFICATE OF RESOLUTION

      I certify that I am the Secretary or Assistant Secretary of the
corporation named below, and that the following completely and accurately sets
forth certain resolutions of the Board of Directors of the corporation adopted
at a special meeting thereof held on due notice (and with shareholder approval,
if required by law), at which meeting there was present a quorum authorized to
transact the business described below, and that the proceedings of the meeting
were in accordance with the certificate of incorporation, charter and by-laws of
the corporation, and that they have not been revoked, annulled or amended in any
manner whatsoever.

      Upon motion duly made and seconded, the following resolution was
unanimously adopted after full discussion:

      "RESOLVED, That the several officers, directors, and agents of this
corporation, or any one or more of them, are hereby authorized and empowered on
behalf of this corporation: to obtain financing from Deutsche Financial Services
Corporation ("DFS") in such amounts and on such terms as such officers,
directors or agents deem proper; to enter into financing, security, pledge and
other agreements with DFS relating to the terms upon which such financing may be
obtained and security and/or other credit support is to be furnished by this
corporation therefor; from time to time to supplement or amend any such
agreements; and from time to time to pledge, assign, mortgage, grant security
interests, and otherwise transfer, to DFS as collateral security for any
obligations of this corporation to DFS, whenever and however arising, any assets
of this corporation, whether now owned or hereafter acquired; the Board of
Directors hereby ratifying, approving and confirming all that any of said
officers, directors or agents have done or may do with respect to the
foregoing."

      IN WITNESS WHEREOF, I have executed and affixed the seal of the
corporation on the date stated below.

Dated: 3/27, 1998                    /s/ Steve Markiewicz
                                     -------------------------------------------
                                               (Assistant) Secretary

                                     PC Connection, Inc., a Delaware Corporation
                                                  Corporate Name

  (SEAL)
<PAGE>

                                    EXHIBIT A

                              COLLATERAL LOCATIONS
<PAGE>

                                    EXHIBIT B
<PAGE>

                                    EXHIBIT B