ARTICLE II.

Amendments to Original Agreement

     ’ 2.1Defined Terms.

     (a) Clause (c) of the definition of “Permitted Indebtedness” in Exhibit A to the Original Agreement is hereby amended in its entirety to read as follows:

     (c) Indebtedness secured by a lien described in clause (c) of the defined term “Permitted Liens”, provided (i) such Indebtedness does not exceed the lesser of the cost or fair market value of the equipment financed with such Indebtedness and (ii) the aggregate amount of such Indebtedness incurred in any fiscal year of Borrower shall not exceed $5,000,000 for fiscal year 2006 and $3,000,000 for all subsequent fiscal years..

     (b) The definition of “Permitted Indebtedness” in Exhibit A to the Original Agreement is hereby amended to add the following clause (n):

     (n) Indebtedness of eCost.com owing to Borrower for working capital needs of eCost.com, provided that (i) the aggregate outstanding principal amount of loans made by Borrower to eCost.com shall not exceed $3,500,000 , (ii) at the time of incurrence of such Indebtedness and after giving effect thereto, no Event of Default has occurred and is continuing, and (iii) the aggregate outstanding amount of Indebtedness incurred by eCost.com pursuant to this clause (n) when added to the aggregate amount of Investments made by Borrower pursuant to clause (p) of the definition of Permitted Investments and the aggregate amount of Permitted Distributions does not exceed $3,500,000 .

     (c) The definition of “Permitted Investments” in Exhibit A to the Original Agreement is hereby amended to add the following clause (p):

     (p) Investments by Borrower in eCost.com for working capital needs of eCost.com, provided that (i) the aggregate amount of Investments made by Borrower in eCost.com shall not exceed $3,500,000, (ii) at the time of such Investment and after giving effect thereto, no Event of Default has occurred and is continuing, and (iii) the aggregate amount of Investments made pursuant to this clause (p) when added to the aggregate outstanding amount of Indebtedness incurred by eCost.com pursuant to clause (n) of the definition of Permitted Indebtedness and the aggregate amount of Permitted Distributions does not exceed $3,500,000.

     (d) Clause (c) of the definition of “Permitted Liens” in Exhibit A to the Original Agreement is hereby amended in its entirety to read as follows:

     (c) Liens (i) upon or in any Equipment acquired or held by Borrower or any of its Subsidiaries to secure the purchase price of such Equipment or Indebtedness incurred solely for