Exhibit 10.5

AGREEMENT FOR WHOLESALE FINANCING
(Security Agreement)
(ILOC Collateral)

This AGREEMENT FOR WHOLESALE FINANCING (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is hereby made this 30th day of June, 2004, by and between IBM Credit LLC , a Delaware limited liability company with a place of business at North Castle Drive, Armonk, NY 10504 (“IBM Credit”), and Info Tech USA, Inc. , formerly known as Information Products Center, Inc., (“IPC”) duly organized under the laws of the State of New Jersey with its principal place of business at 7 Kingsbridge Road, Fairfield, NJ 07004 (“Customer”). This Agreement amends and restates all prior financing agreements (all such agreements, as amended, restated, supplemented or otherwise modified from time to time, the “Prior Financing Agreement.”)

Pursuant to the terms of Section 17 of this Agreement, Customer warrants and represents that the obligations owed to IBM Credit by Customer under the Prior Financing Agreement will remain in full force and effect,

        In the course of Customer’s business, Customer acquires products and wants IBM Credit to finance Customer’s purchase of such products under the following terms and conditions:

         1.         IBM Credit may in its sole discretion from time to time decide the amount of credit IBM Credit extends to Customer, notwithstanding any prior course of conduct between IBM Credit and Customer. IBM Credit may combine all of its advances to make one debt owed by Customer.

         2.         Customer agrees and understands that provided: (i) Customer’s financing agreement with Wells Fargo Business Credit, Inc. dated June 29, 2004 (“Wells Fargo Financing Agreement”) remains in effect and (ii) no default or event of default exists under this Agreement, in the sole discretion of IBM Credit, IBM Credit will advance funds under the terms of this Agreement up to the full amount available under the terms of the Letter of Credit (at the time of the Customer’s request for an advance), as more specifically described in Section 4, hereunder. Customer agrees that any decision to finance products will not be binding on IBM Credit until such time as the funds are actually advanced by IBM Credit.

         3.         In the course of Customer’s operations, Customer intends to purchase from persons approved in writing by IBM Credit for the purpose of this Agreement (the “Authorized Suppliers”) computer hardware and software products manufactured or distributed by or bearing any trademark or trade name of such Authorized Suppliers (the “Approved Inventory”). When IBM Credit advances funds, IBM Credit may send Customer a Statement of Transaction or other statement. If IBM Credit does, Customer will have acknowledged the indebtedness to be an account stated and Customer will have agreed to the terms set forth on such statement unless Customer notifies IBM Credit in writing of any question or objection within seven (7) days after such statement is mailed to Customer.

         4.         To secure payment of all of Customer’s current and future indebtedness to IBM Credit whether under this Agreement, any guaranty or surety agreement that Customer executes, or any other agreement between Customer and IBM Credit, whether direct or contingent, Customer hereby agrees to cause an institution acceptable to IBM Credit to issue in IBM Credit’s favor an Irrevocable Letter of Credit in a form acceptable to IBM Credit (“Letter of Credit”) in the amount of Six Hundred Thousand Dollars ($600,000.00) bearing an effective date as of the date of this Agreement and expiring no earlier than twelve (12) months from the date hereof. At least sixty (60) days prior to the expiration of the Letter of Credit or any subsequent Letter of Credit, Customer will renew and extend such Letter of Credit for a term of twelve (12) months or longer, or will have a new Letter of Credit issued to IBM Credit for a term of twelve (12) months or longer and in an amount, form and from an institution acceptable to IBM Credit.

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         5.         Customer represents that its business is conducted as a __ SOLE PROPRIETORSHIP, __ PARTNERSHIP, __ JOINT VENTURE, XXX CORPORATION, __ COOPERATIVE, ___ LIMITED LIABILITY COMPANY (check applicable term). Customer agrees to notify IBM Credit immediately of any change in identity, name, form of ownership or management, and of any additions or discontinuances of other business locations.

         6.         Customer will execute any and all documents IBM Credit may request to confirm or perfect IBM Credit’s title or interest in the Letter of Credit. Customer will pay all taxes, license fees, assessments and charges when due. Customer warrants and represents that it is not in default in the payment of any principal, interest or other charges relating to any indebtedness owed to any third party for any reason whatsoever, and no event has occurred under the terms or provisions of any agreement, document, promissory note or other instrument, which with or without the passage of time and/or the giving of notice constitutes or would constitute an event of default thereunder. Each financial statement that Customer submits to IBM Credit, is and will be correct and will accurately represent Customer’s financial condition. Customer further acknowledges IBM Credit’s reliance on the truthfulness and accuracy of each and every financial statement that Customer submits to IBM Credit in its extension of various financial accommodations to Customer.

         7.         Customer agrees to immediately pay IBM Credit the full amount of the principal balance owed IBM Credit, at or before the time payment is required under the terms of Customer’s financing program with IBM Credit. Regardless of the terms of any scheduled payment program with IBM Credit, if IBM Credit determines that the current outstanding indebtedness owed by Customer to IBM Credit exceeds the value of the Letter of Credit in IBM Credit’s possession, Customer agrees to immediately pay to IBM Credit an amount equal to the difference between such outstanding indebtedness and the Letter of Credit. Customer will make all payments to IBM Credit according to the remit to instructions in the billing statement. Any checks or other instruments delivered to IBM Credit to be applied against Customer’s outstanding obligations will constitute conditional payment until the funds represented by such instruments are actually received by IBM Credit. IBM Credit may apply payments to reduce finance charges first and then principal, irrespective of Customer’s instructions. Further, IBM Credit may apply principal payments to the oldest (earliest) invoice for the Approved Inventory financed by IBM Credit, or to such Approved Inventory which is sold, lost, stolen, destroyed, damaged, or otherwise disposed of. If Customer signs any instrument for any outstanding obligations, it will be evidence of Customer’s obligation to pay and will not be payment. Any discount, rebate, bonus, or credit for Approved Inventory granted to Customer by any Authorized Supplier will not, in any way, reduce the obligations Customer owes IBM Credit, until IBM Credit has received payment in good funds, provided, however, that in the event any such discount, rebate, bonus, or credit must be returned or disgorged or are otherwise unavailable for application, then Customer’s indebtedness will be reinstated as if such discount, rebate, bonus, or credit had never been applied.

         8.         Customer will pay IBM Credit finance charges on the total amount of credit extended to Customer in the amount agreed to between Customer and IBM Credit from time to time. The period of any financing will begin on the invoice date for the Approved Inventory whether or not IBM Credit advances payment on such date. This period will be included in the calculation of the annual percentage rate of the finance charges. Such finance charges may be applied by IBM Credit to cover any amounts expended for IBM Credit’s: appraisal and examination of the assets; maintenance of facilities for payment; assistance in support of Customer’s retail sales; IBM Credit’s commitments to Authorized Suppliers to finance shipments of Approved Inventory to Customer; obtaining the Letter of Credit and any renewals, extensions or new Letter of Credit; expenses incurred in obtaining additional collateral or security; and any costs and expenses incurred by IBM Credit arising out of the financing IBM Credit extends to Customer. Customer also agrees to pay IBM Credit additional charges which will include: late payment fees at a per annum rate equal to the Prime Rate plus 6.5%; flat charges; charges for receiving NSF checks from Customer; renewal charges; and any other charges agreed to by Customer and IBM Credit from time to time. For purposes of this Agreement, “Prime Rate” will mean the average of the rates of interest announced by banks which IBM Credit uses in its normal course of business of determining prime rate. Unless Customer hereafter otherwise agrees in writing, the finance charges and additional charges agreed upon will be IBM Credit’s applicable finance charges and additional charges for the class of Approved Inventory involved prevailing from time to time at IBM Credit’s principal place of business, but in no event greater than the

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highest rate from time to time permitted by applicable law. If it is determined that amounts received from Customer were in excess of such highest rate, then the amount representing such excess will be considered reductions to the outstanding principal of IBM Credit’s advances to Customer. IBM Credit will send Customer, at monthly or other intervals, a statement of all charges due on Customer’s account with IBM Credit. Customer will have acknowledged the charges due, as indicated on the statement, to be an account stated, unless Customer objects in writing to IBM Credit within seven (7) days after such statement is mailed to Customer. This statement may be adjusted by IBM Credit at any time to conform to applicable law and this Agreement. IBM Credit shall calculate any free financing period utilizing a methodology that is consistent with the methodologies used for similarly situated customers of IBM Credit. The Customer understands that IBM Credit may not offer, may change or may cease to offer a free financing period for the Customer’s purchases of Approved Inventory. If any Authorized Supplier fails to provide payment of a finance charge for Customer, as agreed, Customer will be responsible for and pay to IBM Credit all finance charges billed to Customer’s account.

         9.         Any one or more of the following events shall constitute a default by Customer under this Agreement: Customer breaches any of the terms, warranties or representations contained in this Agreement or in any other agreements between Customer and IBM Credit or between Customer and any of IBM Credit’s affiliates; any guarantor or surety of Customer’s indebtedness to IBM Credit under this Agreement or any other agreements breaches any of the terms, warranties or representations contained in any guaranty, surety agree