EXHIBIT 10.3 ADDENDUM TO AGREEMENT FOR WHOLESALE FINANCING AND BUSINESS FINANCING AGREEMENT

EXHIBIT 10.3

ADDENDUM TO AGREEMENT FOR WHOLESALE FINANCING

AND BUSINESS FINANCING AGREEMENT

This Addendum is made to (i) that certain Agreement for Wholesale Financing executed on the ________ day of ____________, 2005, between EMTEC, INC., a New Jersey corporation, and Westwood Computer Corporation (individually, collectively and jointly and severally "Dealer") and GE Commercial Distribution Finance Corporation ("CDF"), as amended ("AWF) and (ii) that certain Business Financing Agreement between Dealer and CDF dated _______________, 2005, as amended ("BFA").

FOR VALUE RECEIVED, CDF and Dealer agree as follows:

1. Section 2.1 of the BFA is hereby amended in its entirety to read as follows:

"2.1 Accounts Receivable Facility. Subject to the terms of this Agreement, CDF agrees to provide to Dealer an Accounts Receivable Facility of Thirty-Five Million Dollars ($35,000,000.00); provided, however, that at no time will the principal amount outstanding under the Accounts Receivable Facility and Dealer's inventory floorplan credit facility with CDF exceed, in the aggregate, Thirty-Five Million Dollars ($35,000,000.00). Each Dealer is part of an integrated family of companies, and, accordingly each Dealer has requested that CDF extend one common credit facility instead of separate credit facilities, and CDF has agreed to extend such a common credit facility. Each Dealer has agreed to share with each other such common credit facility with CDF for working capital advances. Each Dealer acknowledges that CDF will be lending against, and relying on a lien upon, all of the Collateral (as defined below) even though the proceeds of any particular loan made hereunder may not be advanced directly to such Dealer, and that such Dealer will nevertheless benefit by the making of all such loans by CDF and the availability of a single credit facility of a size greater than either could independently warrant."

In addition, subject to the terms of the AWF, CDF agrees to provide to Dealer an inventory floorplan credit facility of Thirty-Five Million Dollars ($35,000,000.00); provided, however, that at no time will the principal amount outstanding under Dealer's inventory floorplan credit facility with CDF and Dealer's Accounts Receivable Facility exceed, in the aggregate, Thirty-Five Million Dollars ($35,000,000.00). With respect to the AWF, CDF's decision to advance funds will not be binding until the funds are actually advanced.

2. Section 3.2 of the BFA is hereby amended to read as follows, and, to the extent applicable, the following provision shall also amend the AWF (capitalized terms shall have the same meaning as defined in the BFA unless otherwise indicated):

"3.2 Available Credit; Paydown. On receipt of each Schedule, CDF will credit Dealer with such amount up to the remainder of (a) Eighty-five percent (85%) of the net amount of eligible Accounts listed in such Schedule, minus (b) the amount of Dealer's SPP Deficit (as defined below) under Dealer's Agreement for Wholesale Financing (the 'AWF') with CDF, as in effect from time to time, minus (c) Three Million Dollars ($3,000,000.00) (the sum of (b) and (c) is referred to herein as the ‘Reserve Amount’) (the remainder of (a) minus (b) minus (c) is referred to herein as the 'Available Credit'). In no event will CDF credit Dealer with more than Dealer's maximum Accounts Receivable Facility from time to time established by CDF.

Dealer's 'SPP Deficit' shall mean the amount, if any, by which Dealer's total current outstanding indebtedness to CDF under the AWF as of the date of the Inventory Report

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(as defined below) exceeds the Inventory Value (as defined below) as determined by, and as of the date of, the Inventory Report. Such SPP Deficit, if any, will remain in effect for purposes of this Agreement until the preparation and delivery by Dealer to CDF of a new Inventory Report. Dealer will forward to CDF by the tenth (10^th) day of every month an Inventory Report dated as of the last day of the prior month which specifies the total aggregate wholesale invoice price of all of Dealer's inventory financed by CDF under the AWF that is unsold and in Dealer's possession and control as of the date of the Inventory Report.

The term 'Inventory Value' is defined herein to mean One Hundred percent (100%) of the total aggregate wholesale invoice price of all of Dealer's inventory financed by CDF under the AWF that is unsold and in Dealer's possession and control as of the date of the Inventory Report and to the extent that CDF has a first priority, fully perfected security interest therein.

If, for any reason, Dealer's outstanding loans under Dealer's Accounts Receivable Facility shall at any time exceed Dealer's Available Credit, Dealer will immediately repay to CDF the amount of such excess.

Furthermore, as an amendment to the AWF, in the event Dealer's Reserve Amount exceeds at any time (a) Eighty-five percent (85%) of the net amount of eligible Accounts, minus (b) Dealer's outstanding loans under Dealer's Accounts Receivable Facility, Dealer will immediately pay to CDF, as a reduction of Dealer's total current outstanding indebtedness to CDF under the AWF, such excess.

No advances or loans need be made by CDF if Dealer is in Default.”

3. Section 3.8 of the BFA is hereby amended in its entirety to read as follows:

“3.8         Collection Days. All payments and all amounts received on any Account will be credited by CDF to Dealer's account (subject to final collection thereof) after allowing one (1) Business Day for collection of checks or other instruments.”

4. Section 3.12 of the BFA and Section 8 of the AWF are hereby amended in their entirety to read as follows:

“Reviews. CDF may enter Dealer's business locations during normal business hours upon one Business Days’ prior written notice to Dealer (unless Dealer is in default hereunder, or would be in default with the passage of time, the giving of notice, or both, in which event no such advance notice will be required) to: (a) account for and inspect all Collateral; and (b) examine and copy Dealer's books, records, files and business procedures and practices. Dealer further agrees to pay CDF a review fee of Six Hundred Dollars ($600.00) per day , per examiner, per location for any such review, inspection or examination made by CDF; provided, however, that the maximum review fee per review shall not exceed $5,000.00. CDF may, without notice to Dealer and at any time or times hereafter, verify the validity, amount or any other matter relating to any Account by mail, telephone, or other means, in the name of Dealer or CDF.”

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5. Section 5.3 of the BFA and Section 7 of the AWF are hereby amended in their entirety to read as follows:

“Financial Statements. Dealer will deliver to CDF, in a form satisfactory to CDF: (a) within ninety (90) days after the end of each of Dealer's fiscal years, a reasonably detailed balance sheet and income statement as of the last day of such fiscal year covering Dealer's operations for such fiscal year; (b) within forty-five (45) days after the end of each of Dealer's fiscal quarters, a reasonably detailed balance sheet and income statement as of the last day of such quarter covering Dealer's operations for such quarter; (c) within ten (10) days after CDF's request, any other information relating to the Collateral or the financial condition of Dealer or any Guarantor. Dealer represents that all financial statements and information which have been or may hereafter be delivered by Dealer or any Guarantor to CDF are and will be correct in all material respects and prepared in accordance with generally accepted accounting principles to the extent applicable (except, with respect to unaudited financial statements, for the absence of footnotes and subject to normal year end adjustment), and there has been no material adverse change in the financial or business condition of Dealer or any Guarantor since the submission to CDF either as of the date of delivery or the date specified therein of such financial statements, which financial statements will include the pro-forma financial information provided in the Project Columbia presentation on May 15, 2005 solely with respect to such pro-forma financial information for the period ending June 30, 2005, and Dealer acknowledges CDF's reliance thereon.”

“7.1         Termination. This Agreement will continue in full force and effect and be non-cancellable by Dealer (except that it may be terminated by CDF upon sixty (60) days written notice to Dealer or immediately in the exercise of its rights and remedies upon Default by Dealer) for a period of one (1) year from the first day of the first month following the date hereof and for successive one (1) year periods thereafter, subject to termination as to future transactions at the end of any such period on at least sixty (60) days prior written notice by Dealer to CDF. If such notice of termination is given by Dealer to CDF, such notice will be ineffective unless Dealer pays to CDF all Obligations on or before the termination date. Any termination of this Agreement by Dealer or CDF will have the effect of accelerating the maturity of all Obligations not then otherwise due, thereby making all of the Obligations immediately due and payable on the effective date of termination.

7. The following paragraph is incorporated into the BFA as if fully and originally set forth therein:

"Facility Fee. Dealer agrees to pay CDF an annual facility fee in connection with the Accounts Receivable Facility and the inventory floorplan credit facility provided pursuant

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to Dealer’s Agreement for Wholesale Financing, each in an amount equal to one quarter of one percent (0.25%) of the maximum amount of the Accounts Receivable Facility and the inventory floorplan credit facility provided pursuant to Dealer’s Agreement for Wholesale Financing (or such other amount as shall from time to time represent the sum of the maximum credit available under this Agreement and the Other Agreements); provided, however, that said facility fee will be increased to three quarters of one percent (.75%) of the maximum amount of Dealer’s Accounts Receivable Facility and the inventory floorplan credit facility provided pursuant to Dealer’s Agreement for Wholesale Financing (or such other amount as shall from time to time represent the sum of the maximum credit available under this Agreement and the Other Agreements) for any 12 month period immediately following any 12 month period in which the volume of new invoices financed under Dealer’s inventory floorplan credit facilities is less than Fifty Million Dollars ($50,000,000). The facility fee shall be payable quarterly in arrears pursuant to CDF’s billing statement. Once received by CDF, a quarterly payment of the facility fee shall not be refundable by CDF for any reason.”

8. The following paragraph is incorporated into the BFA as if fully and originally set forth therein:

“Wire Transfer Fee.