Exhibit 10.32

AMENDMENT  TO  AGREEMENT FOR INVENTORY FINANCING

This Amendment ("Amendment") to the Agreement for Inventory Financing is made as of November 21, 2002 by and betweenEn Pointe
Technologies Sales, Inc., duly organized under the laws of the State of Delaware ("Customer") andIBM Credit Corporation,
a Delaware corporation ("IBM Credit").

RECITALS:

A.Customer and IBM Credit have entered into that certain Agreement for Inventory Financing ("AIF") dated as of
December 28, 2001(as amended, supplemented or otherwise modified from time to time, the "Agreement");

B.Customer has requested and IBM Credit agrees to (i) extend the Termination Date of the Agreement and
(ii) revise financial covenants;

C.IBM Credit desires and Customer agrees to ensure that Customer's inventory on hand financed by IBM Credit shall not exceed
Three Million Dollars ($3,000,000), in which event Customer will be placed on credit hold;

AGREEMENT

NOW THEREFORE,in consideration of the premises and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Customer and IBM Credit hereby agree as follows:

Section 1.    Definitions.All capitalized terms not otherwise defined herein shall have the respective
meanings set forth in the Agreement.

Section 2.    Amendment to Attachment A.Attachment A to the Agreement is hereby amended by deleting such
Attachment A in its entirety and substituting, in lieu thereof, the Attachment A attached hereto. Such new Attachment A shall be effective as of the date specified in the new Attachment A. The changes
contained in the new Attachment A include, without limitation, the following:



"Notwithstanding
the foregoing, Product Advances will not be granted if Customer's inventory on hand that is financed by IBM Credit exceeds Three Million Dollars ($3,000,000), as
reflected in the daily Inventory Report described in Section 7.1(K) of the AIF. Customer shall be placed on credit hold and be given ten (10) days to cure, after which time Customer
shall be in default."

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Applicable Covenant
Amount (Old)

Applicable Covenant
Amount (New)

Applicable Period$
0

$
(3,800,000
)
For the 12 month period ending September 30, 2002$
300,000

$
(2,250,000
)
For the 12 month period ending December 31, 2002$
700,000

$
(1,500,000
)
For the 12 month period ending March 31, 2003$
1,200,000

$
1,200,000

For the 12 month period ending June 30, 2003$
1,700,000

$
2,500,000

For the 12 month period ending September 30, 2003$
2,000,000

$
2,500,000

For the 12 month period ending each fiscal quarter and thereafter




Section 3.    Amendment to Agreement.The Agreement is hereby amended as follows:



Section 4.Conditions to Effectiveness.The conditions set forth in
Section 2 and Section 3 hereof shall become effective upon the receipt by IBM Credit of this Amendment executed by Customer on or prior to November 25, 2002.

Section 5.    Representations and Warranties.Customer makes to IBM Credit the following representations and
warranties all of which are material and are made to induce IBM Credit to enter into this Amendment.

Section 5.1    Accuracy and Completeness of Warranties and Representations.All representations made by
Customer in the Agreement were true and accurate and complete in every material respect as of the date made, and, as amended by this Amendment, all representations made by Customer in the Agreement
are true, accurate and complete in every material respect as of the date hereof, and do not fail to disclose any material fact necessary to make representations not misleading.

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Section 5.2    Violation of Other Agreements.The execution and delivery of this Amendment and the
performance and observance of the covenants to be performed and observed hereunder do not violate or cause Customer not to be in compliance with the terms of any material agreement to which Customer
is a party.

Section 5.3    Litigation.Except as has been disclosed by Customer to IBM Credit in writing, there is no
litigation, proceeding, investigation or labor dispute pending or, to the best of the Customer's knowledge, threatened against Customer, which, if adversely determined, would materially adversely
affect Customer's ability to perform Customer's obligations under the Agreement and the other documents, instruments and agreements executed in connection therewith or pursuant hereto.

Section 5.4    Enforceability of Amendment.This Amendment and all of the other documents executed and
delivered by the Customer in connection herewith are the legal, valid and binding obligations of Customer, and are enforceable in accordance with their terms, except as such enforceability may be
limited by the effect of any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors' rights generally or the general equitable
principles relating thereto.

Section 6.    Ratification of Agreement.Except as specifically amended hereby, all of the provisions of the
Agreement shall remain unamended and in full force and effect. Customer hereby ratifies, confirms and agrees that the Agreement, as amended hereby, represents a valid and enforceable obligation of
Customer, and is not subject to any claims, offsets or defenses.

Section 7.    Governing Law.This Amendment shall be governed by and interpreted in accordance with the laws
which govern the Agreement.

Section 8.    Counterparts.This Amendment may be executed in any number of counterparts, each of which
shall be an original and all of which shall constitute one agreement.

IN WITNESS WHEREOF,this Amendment has been executed by duly authorized officers of the undersigned as of the day and year first above
written.

|En Pointe Technologies Sales, Inc. |  | IBM Credit Corporation
|---------------------------------- |  | ----------------------
|By:                                |  |                       
|                                   |  |                       
|Print Name:                        |  |                       
|                                   |  |                       
|Title:                             |  |                       
|                                   |  |                       
|Date:                              |  |                       
|                                   |  |                       
|ATTEST:                            |  |                       
|                                   |  |                       
|                                   |  |                       
|Print Name:                        |  |                       
|                                   |  |                       

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ATTACHMENT A ("AIF ATTACHMENT A") TO  AGREEMENT FOR INVENTORY FINANCING ("AIF AGREEMENT")  DATED DECEMBER 28, 2001

EFFECTIVE
DATE OF THIS ATTACHMENT A: November 21, 2002

SECTION I.    CUSTOMER:



SECTION II.    Fees, Rates and Repayment Terms:



This
fee will vary by .0125% with each .25% change in Prime Rate (e.g. Prime Rate of 7.25%, the charge is 1.0425% of the invoice amount). The fee accrues as of the Date of Note and is
payable as stated in the billing Statement.



| |  | (i)   |  | Application Processing Fee: |  | None.    
| |  | ----- |  | --------------------------- |  | ---------
| |  | (ii)  |  | Monthly Service Fee:        |  | $1,000.00
| |  | (iii) |  | Closing Fee:                |  | None.    
| |  | (iv)  |  | Commitment Fee:             |  | None.    

SECTION III.    Financial Covenants:Definitions: The following terms shall have the following respective meanings
in this Attachment A. All amounts shall be determined in accordance with generally accepted accounting principles (GAAP).

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Customer
will be required to maintain the following financial ratios, percentages and amounts as of the last day of the fiscal period under review by IBM Credit:



Applicable Amount

Applicable Period$
(3,800,000
)
For the 12 month period ending September 30, 2002$
(2,250,000
)
For the 12 month period ending December 31, 2002$
(1,500,000
)
For the 12 month period ending March 31, 2003$
1,200,000

For the 12 month period ending June 30, 2003$
2,500,000

For the 12 month period ending September 30, 2003$
2,500,000

For the 12 month period ending each fiscal quarter and thereafter




SECTION IV.    Additional Conditions Precedent Pursuant to Section 5.1 (J) of the Agreement:



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