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<SEC-DOCUMENT>0000899681-04-000422.txt : 20040514
<SEC-HEADER>0000899681-04-000422.hdr.sgml : 20040514
<ACCEPTANCE-DATETIME>20040514163312
ACCESSION NUMBER:		0000899681-04-000422
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20040331
FILED AS OF DATE:		20040514

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SYSTEMAX INC
		CENTRAL INDEX KEY:			0000945114
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-CATALOG & MAIL-ORDER HOUSES [5961]
		IRS NUMBER:				113262067
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13792
		FILM NUMBER:		04808240

	BUSINESS ADDRESS:	
		STREET 1:		22 HARBOR PARK DR
		CITY:			PORT WASHINGTON
		STATE:			NY
		ZIP:			11050
		BUSINESS PHONE:		5166087000

	MAIL ADDRESS:	
		STREET 1:		22 HARBOR PARK DRIVE
		CITY:			PORT WASHINGTON
		STATE:			NY
		ZIP:			11050

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GLOBAL DIRECTMAIL CORP
		DATE OF NAME CHANGE:	19950509
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>systemax-10q_051404.htm
<TEXT>
<HTML>
<HEAD>
<TITLE>10-Q</TITLE>
</HEAD>
<BODY>

<P ALIGN=CENTER><FONT SIZE=3><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
WASHINGTON, D.C. 20549</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>FORM 10-Q</B></FONT></P>

<P><FONT SIZE=3><B>[X]&nbsp;&nbsp;&nbsp; QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934</B></FONT></P>

<P><FONT SIZE=3>For the quarterly period ended March 31, 2004</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>or</FONT></P>

<P><FONT SIZE=3><B>[&nbsp;&nbsp; ]&nbsp;&nbsp;&nbsp; TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934</B></FONT></P>



<P ALIGN=CENTER><FONT SIZE=3>For the transition period from ____________ to _____________</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>COMMISSION FILE NUMBER 1-13792</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>Systemax Inc.</B><BR>
(Exact name of registrant as specified in its charter)</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=CENTER>
Delaware<BR>
(State or other jurisdiction<BR>
of incorporation or organization)</TD>
<TD WIDTH=50% ALIGN=CENTER>
11-3262067<BR>
(I.R.S. Employer<BR>
Identification No.)</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER><FONT SIZE=3>11 Harbor Park Drive<BR>
Port Washington, New York 11050<BR>
(Address of registrant's principal executive offices)<BR>
(516) 608-7000<BR>
(Registrant's telephone number, including area code)</FONT></P>

<P><FONT SIZE=3>Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>[X] Yes [&nbsp;&nbsp; ] No</FONT></P>

<P><FONT SIZE=3>Indicate by check mark whether the registrant is an accelerated
filer (as defined in Exchange Act Rule 12b-2).&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Yes
[&nbsp;&nbsp; ] No [X]</FONT></P>

<P><FONT SIZE=3>The number of shares outstanding of the registrant's Common
Stock as of May 6, 2004 was 34,363,553. </FONT></P>


<PAGE>

<P ALIGN=LEFT><FONT SIZE=3><B>PART I - FINANCIAL INFORMATION<BR>
Item 1. Financial Statements</B></FONT></P>

<PRE>
<FONT SIZE=1>
<B>Systemax Inc.</B>
Condensed Consolidated Balance Sheets
(In Thousands, except share data)
- ---------------------------------------------------------------------------------------------------------------
                                                                                    March 31        December 31
                                                                                      2004             2003
                                                                                    --------        -----------
                                                                                    (Unaudited)
ASSETS:

   CURRENT ASSETS:

      Cash and cash equivalents                                                      $39,634         $38,702

      Accounts receivable, net                                                       162,754         152,435

      Inventories                                                                    154,592         133,905

      Prepaid expenses and other current assets                                       24,426          26,849

      Deferred income tax assets                                                       8,709          10,132
                                                                                     -------         -------
           Total current assets                                                      390,115         362,023

   PROPERTY, PLANT AND EQUIPMENT, net                                                 67,173          68,647

   DEFERRED INCOME TAX ASSETS                                                         11,440          14,606

   OTHER ASSETS                                                                          188             376
                                                                                     -------         -------
              TOTAL ASSETS                                                          $468,916        $445,652
                                                                                    ========        ========

LIABILITIES AND SHAREHOLDERS' EQUITY:
   CURRENT LIABILITIES:

       Short-term borrowings, including current portions of long-term debt           $23,069         $20,814

       Accounts payable                                                              160,595         141,106

       Accrued expenses and other current liabilities                                 49,639          51,037
                                                                                      ------          ------
          Total current liabilities                                                  233,303         212,957
                                                                                    ========        ========
   LONG-TERM DEBT                                                                     18,149          18,353

   OTHER LIABILITIES                                                                   1,702           1,768

SHAREHOLDERS' EQUITY:

   Preferred stock, par value $.01 per share, authorized 25 million shares, issued
       none

   Common stock, par value $.01 per share, authorized 150 million shares, issued
       38,231,990 shares; outstanding 34,354,896 (2004) and 34,288,068 shares
       (2003)                                                                            382             382

   Additional paid-in capital                                                        175,593         175,343

   Accumulated other comprehensive income, net                                         1,900           2,157

   Retained earnings                                                                  83,434          81,022
                                                                                     -------         -------
                                                                                     261,309         258,904
                                                                                     -------         -------

   Less: common stock in treasury at cost - 3,877,094 (2004) and 3,943,922 (2003)
       shares                                                                         45,547          46,330
                                                                                     -------         -------
                        Total shareholders' equity                                   215,762         212,574
                                                                                     -------         -------
                TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                          $468,916        $445,652
                                                                                    ========        ========

See notes to condensed consolidated financial statements.
</FONT>
</PRE>

<PAGE>

<PRE>
<B>Systemax Inc.</B>
Condensed Consolidated Statements of Income (Unaudited)
(In Thousands, except per share amounts)
- --------------------------------------------------------------------------------------------

                                                                   Three Months Ended
                                                                       March 31,
                                                                       ----------

                                                                      2004             2003
                                                                      ----             ----
Net sales                                                         $485,736         $426,461

Cost of sales                                                      410,916          353,983
                                                                   -------          -------
Gross profit                                                        74,820           72,478

Selling, general and administrative expenses                        65,575           63,801

Restructuring and other charges                                      4,042              112
                                                                   -------          -------
Income from operations                                               5,203            8,565

Interest and other expense, net                                        647              214
                                                                   -------          -------

Income before income taxes                                           4,556            8,351

Provision for income taxes                                           2,144            3,316
                                                                   -------          -------

Net income                                                          $2,412           $5,035
                                                                    ======           ======

Net income per common share:

Basic                                                                 $.07             $.15
                                                                    ======           ======

Diluted                                                               $.07             $.15
                                                                    ======           ======

Common and common equivalent shares outstanding:

Basic                                                               34,305           34,109
                                                                    ======           ======

Diluted                                                             35,218           34,109
                                                                    ======           ======


See notes to condensed consolidated financial statements.
</PRE>

<PAGE>


<PRE>
<FONT SIZE=1>
<B>Systemax Inc.</B>
Condensed Consolidated Statement of Shareholders' Equity (Unaudited)
(In Thousands)
- -------------------------------------------------------------------------------------------------------------------------------

                                      Common  Stock                              Accumulated
                                -----------------------                             Other
                                                          Additional              Comprehensive   Treasury   Comprehensive
                                 Number of                 Paid-in      Retained  Income (Loss),    Stock,   Income (Loss),
                                   Shares       Amount     Capital      Earnings   Net of Tax      At Cost    Net of Tax
                                ---------------------------------------------------------------------------------------------

Balances, January 1, 2004         34,288         $382      $175,343     $81,022      $2,157       $(46,330)

Exercise of stock options             67                       (550)                                   783
Change in cumulative
  translation adjustment, net                                                          (257)                     $(257)
Compensation expense related to
  stock option plans                                            800
Net Income                                                                2,412                                  2,412
                                    ------       ----        -------      ------     ------       --------      ------
Total comprehensive income                                                                                      $2,155
                                                                                                                ======

Balances, March 31, 2004          34,355         $382      $175,593     $83,434      $1,900       $(45,547)
                                  ======         ====      ========     =======     =======       ========



See notes to condensed consolidated financial statements.
</FONT>
</PRE>

<PAGE>


<PRE>
<FONT SIZE=1>
<B>Systemax Inc.</B>
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In Thousands)
- ------------------------------------------------------------------------------------------------------

                                                                                 Three Months
                                                                                  Ended March 31,
                                                                            --------------------------
                                                                                2004           2003
                                                                                ----           ----
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:

Net income                                                                    $2,412           $5,035

Adjustments to reconcile net income to net cash provided by (used in)
operating activities:

Deferred income taxes                                                          4,555            2,052

Depreciation and amortization                                                  2,995            3,463

Provisions for returns and doubtful accounts                                     819            1,242

Loss on dispositions                                                             508               18

Compensation expense related to stock option plans                               800

Changes in operating assets and liabilities:

Accounts receivable                                                          (11,498)          (6,047)

Inventories                                                                  (20,699)         (15,342)

Prepaid expenses and other current assets                                      5,725           (7,364)

Accounts payable, accrued expenses and other current liabilities              14,705            7,642
                                                                             -------          -------

Net cash provided by (used in) operating activities                              322           (9,301)
                                                                             -------          -------

CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:

Investments in property, plant and equipment                                  (1,371)          (2,552)

Proceeds from disposals of property, plant and equipment                          26               61
                                                                             -------          -------

Net cash used in investing activities                                         (1,345)          (2,491)
                                                                             -------          -------

CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:

Proceeds (repayments) of borrowings from banks                                 1,984          (11,439)

Repayments of long-term debt and capital lease obligations                      (442)            (311)

Exercise of stock options                                                        233
                                                                             -------          -------

Net cash provided by (used in) financing activities                            1,775          (11,750)
                                                                             -------          -------

EFFECTS OF EXCHANGE RATES ON CASH                                                180            3,119
                                                                             -------          -------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                             932          (20,423)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                               38,702           62,995
                                                                             -------          -------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                    $39,634          $42,572
                                                                             =======          =======


See notes to condensed consolidated financial statements.
</FONT>
</PRE>


<PAGE>

<B>Systemax Inc.</B>
Notes to Condensed Consolidated Financial Statements (unaudited)
<HR SIZE=1 NOSHADE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><B>1.</B></TD>
<TD WIDTH=95%><B>Description of Business</B><BR>
<BR>
Systemax Inc. (the "Company" or "Systemax") is a direct marketer of brand name
and private label products, including personal desktop computers (PCs), notebook
computers, computer related products and industrial products in North America
and Europe. Systemax markets these products through an integrated system of
distinctively branded, full-color direct mail catalogs, proprietary e-commerce
Internet sites and personalized relationship marketing.</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><B>2.</B></TD>
<TD WIDTH=95%><B>Basis of Presentation</B><BR>
<BR>
The accompanying condensed consolidated financial statements include the
accounts of the Company, its wholly-owned subsidiaries and all Variable Interest
Entities (VIEs) of which the Company is deemed to be the primary beneficiary
(see Note 8). All significant intercompany accounts and transactions have been
eliminated in consolidation.<BR>
<BR>
Net income per common share - basic was calculated based upon the weighted
average number of common shares outstanding during the respective periods
presented. Net income per common share - diluted was calculated based upon the
weighted average number of common shares outstanding and included the equivalent
shares for dilutive options outstanding during the respective periods. The
dilutive effect of outstanding options issued by the Company are reflected in
net income per share - diluted using the treasury stock method. Under the
treasury stock method, options will only have a dilutive effect when the average
market price of common stock during the period exceeds the exercise price of the
options. Excluded from the computation of diluted earnings per share due to
their antidilutive effect were 663,0000 stock options in the first quarter of
2004 and 2,415,000 stock options in the first quarter of 2003.<BR>
<BR>
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all normal and recurring adjustments necessary to
present fairly the financial position of the Company as of March 31, 2004 and
the results of operations for the three month periods ended March 31, 2004 and
2003, cash flows for the three months ended March 31, 2004 and 2003 and changes
in shareholders' equity for the three months ended March 31, 2004. The December
31, 2003 Condensed Consolidated Balance Sheet has been derived from the audited
consolidated financial statements included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2003.<BR>
<BR>
These condensed consolidated financial statements should be read in conjunction
with the Company's audited consolidated financial statements as of December 31,
2003 and for the year then ended included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2003. The results for the three
months ended March 31, 2004 are not necessarily indicative of the results for an
entire year.
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><B>3.</B></TD>
<TD WIDTH=95%><B>Stock-based Compensation</B><BR>
<BR>
The Company has three stock-based compensation plans, two of which are for
employees, consultants and advisors and the third of which is for non-employee
Directors. The Company has elected to follow the accounting provisions of
Accounting Principles Board Opinion 25 for stock-based compensation and to
provide the pro forma disclosures required under Statement of Financial
Accounting Standards ("SFAS") 148. No stock-based employee compensation cost is
reflected in net income, as all options granted under the plans have an exercise
price equal to the market value of the underlying stock on the date of grant.
The following table illustrates the effect on net income per share had
compensation costs of the plans been determined under a fair value alternative
method as stated in SFAS 123 (in thousands, except per share data):</TD>
</TR>
</TABLE>
<BR>



<PRE>
                                                                       Three Months Ended
                                                                           March  31
                                                                      2004            2003
                                                                      ----            ----
      Net income  - as reported                                     $2,412          $5,035
      Stock-based employee compensation expense determined
          under fair value based method, net of related tax
          effects                                                        6             135
                                                                    ------          ------
      Pro forma net income                                          $2,406          $4,900
                                                                    ======          ======

      Net income per common share:
      Basic:
         Net income - as reported                                     $.07            $.15
                                                                      ====            ====
         Net income - pro forma                                       $.07            $.14
                                                                      ====            ====

      Diluted:
         Net income - as reported                                     $.07            $.15
                                                                      ====            ====
         Net income - pro forma                                       $.07            $.14
                                                                      ====            ====
</PRE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=95%>
The fair value of options granted was estimated on the date of
grant using the Black-Scholes option-pricing model with the following
assumptions:</TD>
</TR>
</TABLE>
<BR>
<PRE>
                                                                      2004             2003
                                                                      ----             ----
      Expected dividend yield                                           0%               0%
      Risk-free interest rate                                         5.9%             5.0%
      Expected volatility                                            58.0%            68.0%
      Expected life in years                                         2.40             2.41
</PRE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><B>4.</B></TD>
<TD WIDTH=95%><B>Comprehensive Income</B><BR>
<BR>
Comprehensive income (loss) &#150; Comprehensive income (loss) consists of net
income (loss) and foreign currency translation adjustments, net of tax and is
included in the Condensed Consolidated Statement of Shareholders&#146; Equity.
For the three month periods ended March 31, comprehensive income (loss) was
$2,155,000 in 2004 and $5,773,000 in 2003 net of tax effects on foreign currency
translation adjustments of $160,000 in 2004 and $(799,000) in 2003.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><B>5.</B></TD>
<TD WIDTH=95%><B>Credit Facilities</B><BR>
<BR>
The Company maintains a $70 million secured revolving credit agreement with a
group of financial institutions which provides for borrowings in the United
States. The borrowings are secured by all of the domestic accounts receivable
and inventories of the Company and the Company&#146;s shares of stock in its
domestic subsidiaries. The revolving credit agreement contains certain financial
and other covenants, including restrictions on capital expenditures and payments
of dividends. The Company was in compliance with all of the covenants as of
March 31, 2004. The credit facility expires and outstanding borrowings
thereunder are due on March 31, 2005. As of March 31, 2004, availability under
the agreement was $57.2 million. There were outstanding letters of credit of
$8.9 million and there were no outstanding advances.<BR>
<BR>
Under the Company&#146;s &#163;15 million ($27.6 million at the March 31, 2004
exchange rate) United Kingdom credit facility, which is available to its United
Kingdom subsidiaries, at March 31, 2004 there were &#163;8.8 million ($16.1
million) of borrowings outstanding with interest payable at a rate of 5.87%. The
facility does not have a termination date, but may be canceled by either party
with six months notice. Borrowings under the facility are secured by certain
assets of the Company&#146;s United Kingdom subsidiaries.<BR>
<BR>
Under the Company&#146;s &#128;5 million ($6.1 million at the March 31, 2004
exchange rate) Netherlands credit facility, there were &#128;4.2 million ($5.2
million) of borrowings outstanding at March 31, 2004, with interest payable at a
rate of 5.0%. Borrowings under the facility are secured by the subsidiary&#146;s
accounts receivable and are subject to a borrowing base limitation of 85% of the
eligible accounts. The facility expires in November 2005.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><B>6.</B></TD>
<TD WIDTH=95%><B>Restructuring and Other Charges</B><BR>
<BR>
The Company periodically assesses its operations to ensure that they are
efficient, aligned with market conditions and responsive to customer needs.
During the three months ended March 31, 2004 and the years ended December 31,
2003 and 2002, management approved and implemented restructuring actions which
included workforce reductions and facility consolidations.<BR>
<BR>
<I>2004 United States Streamlining Plan</I><BR>
<BR>
In the first quarter of 2004, the Company implemented a plan to streamline the
back office and warehousing operations in its United States computer businesses.
The Company recorded $3.7 million of costs related to this plan, including $3.2
million for severance and benefits for approximately 200 terminated employees
and $0.5 million of non-cash costs for impairment of the carrying value of fixed
assets.<BR>
<BR>
The following table summarizes the components of the restructuring charges, the
cash payments, non-cash activities, and the remaining accrual as of March 31,
2004:
</TD>
</TR>
</TABLE>
<BR>


<PRE>
<FONT SIZE=1>
                                                     Severance and           Asset          Other
                                                     Personnel Costs     Write-downs      Exit Costs     Total
                                                     ---------------     -----------      ----------     -----
          Charged to expense in 2004                       $3,153             $483            $60        $3,696
          Amounts utilized                                 (1,281)            (483)            --        (1,764)
                                                           ------             ----             ---       ------
          Accrued at March 31, 2004                        $1,872               --            $60        $1,932
                                                           ======             ====            ===        ======
</FONT>
</PRE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=95%><I>2003 United States Warehouse Consolidation Plan</I><BR>
<BR>
In the fourth quarter of 2003, the Company implemented a plan to consolidate the
warehousing facilities in its United States computer supplies business. The
table below displays the activity and liability balance of the reserve for this
initiative:</TD>
</TR>
</TABLE>
<BR>


<PRE>
<FONT SIZE=1>
                                                      Severance and           Asset         Other
                                                      Personnel Costs     Write-downs     Exit Costs     Total
                                                      ---------------     -----------     ----------     -----
          Accrued at December 31, 2003                       $ 63             $233           $417         $713
          Amounts utilized                                    (63)             (42)          (131)        (236)
                                                              ---              ---           ----         ----
          Accrued at March 31, 2004                             -             $191           $286         $477
                                                              ===             ====           ====         ====
</FONT>
</PRE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=95%><I>2002 United Kingdom Consolidation Plan</I><BR>
<BR>
In 2002 the Company implemented a restructuring plan to consolidate the
activities of three United Kingdom locations into a new facility constructed for
the Company. In the fourth quarter of 2003, the Company recorded additional
costs related to this plan. The table below displays the activity and liability
balance of the reserve for this initiative:
</TD>
</TR>
</TABLE>
<BR>

<PRE>
<FONT SIZE=1>
                                                               Asset           Other
                                                            Write-downs      Exit Costs     Total
                                                            -----------     -----------     -----
          Accrued at December 31, 2003                          $630          $1,682        $2,312
          Amounts utilized                                      (630)           (420)       (1,050)
                                                                 ----           ----        ------
          Accrued at March 31, 2004                               --          $1,262        $1,262
                                                                 ====         ======        ======
</FONT>
</PRE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><B>7.</B></TD>
<TD WIDTH=95%><B>Segment Information</B><BR>
<BR>
The Company is engaged in a single reportable segment, the marketing and sales
of various business products. Financial information relating to the
Company&#146;s operations by geographic area was as follows:</TD>
</TR>
</TABLE>
<BR>

<PRE>
<FONT SIZE=1>
                                                          Three Months Ended
                                                               March 31,
                                                               ---------
                                                          2004           2003
                                                          ----           ----
          Net Sales (in thousands):
          North America                                  $295,906      $259,831
          Europe                                          189,830       166,630
                                                          -------       -------
          Consolidated                                   $485,736      $426,461
                                                         ========      ========

</FONT>
</PRE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=95%>
Revenues are attributed to countries based on location of selling subsidiary.</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><B>8.</B></TD>
<TD WIDTH=95%><B>Recent Accounting Pronouncements</B><BR>
<BR>
In December&#160;2003, the Financial Accounting Standards Board
(&#147;FASB&#148;) issued Financial Interpretation No.&#160;46 (Revised)
(&quot;FIN 46-R&quot;) to address certain FIN 46 implementation issues. This
interpretation clarifies the application of Accounting Research Bulletin 51,
&#147;Consolidated Financial Statements&#148;, for companies that have interests
in entities that are VIEs as defined under FIN&#160;46. According to this
interpretation, if a company has an interest in a VIE and is at risk for a
majority of the VIE's expected losses or receives a majority of the VIE's
expected gains it shall consolidate the VIE. FIN&#160;46-R also requires
additional disclosures by primary beneficiaries and other significant variable
interest holders. For entities acquired or created before February&#160;1, 2003,
this interpretation is effective no later than the end of the first interim or
reporting period ending after March&#160;15, 2004, except for those VIE's that
are considered to be special purpose entities, for which the effective date is
no later than the end of the first interim or annual reporting period ending
after December&#160;15, 2003. For all entities that were acquired subsequent to
January&#160;31, 2003, this interpretation is effective as of the first interim
or annual period ending after December&#160;31, 2003. The Company has adopted
FIN 46-R and has begun consolidating a 50%-owned joint venture in the first
quarter of 2004. This consolidation did not have a material impact on the
Company&#146;s consolidated financial position, results of operations or cash
flows.</TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3><B>Item 2. <U>Management's Discussion and Analysis of Financial
Condition and Results of Operations</U>.</B></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=95%><B>Three Months Ended March 31, 2004 Compared to Three Months Ended
March 31, 2003</B></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=95%>Net sales for the three months ended
March 31, 2004 increased 13.9% to $485.7 million compared to $426.5 million in
the year-ago quarter. North American sales were $295.9 million, an increase of
13.9% from $259.8 million in the prior year. European sales also increased
13.9%, to $189.8 million (representing 39% of worldwide sales) compared to
$166.6 million (39% of worldwide sales) in the year-ago quarter. Movements in
foreign exchange rates positively impacted the European sales comparison by
approximately $25.8 million in 2004. Excluding the movements in foreign exchange
rates, European sales would have decreased 1.5% from the prior year.<BR>
<BR>
Gross profit was $74.8 million compared to $72.5
million in the year-ago quarter, an increase of $2.3 million. The gross profit
margin was 15.4% in the current period, compared to 17.0% in the year-ago
period. The decline in the gross profit margin was due to pricing pressures and
changes in the mix of products sold from a year ago. When compared to the fourth
quarter of 2003, however, gross profit margin improved from the 14.9% margin
recorded in that quarter, reflecting some pricing stabilization, particularly in
Europe.<BR>
<BR>
Selling, general and administrative expenses for
the quarter increased $1.8 million, or 2.8%, to $65.6 million compared to $63.8
million in the first quarter of 2003. This increase resulted from more than $3
million of increased costs in Europe due to the effects of changes in foreign
exchange rates. Selling, general and administrative expenses as a percentage of
net sales, however, decreased to 13.5% compared to 15.0% in the year-ago
quarter.<BR>
<BR>
During the first quarter of 2004 we implemented a
plan to streamline the activities of our United States computer businesses&#146;
back office and warehouse operations, resulting in the elimination of
approximately 200 jobs. We incurred $3.7 million of restructuring costs
associated with this plan, including $3.2 million for staff severance and
benefits for terminated employees and $0.5 million of non-cash costs for
impairment of the carrying value of fixed assets. We also consolidated United
Kingdom sales offices in the first quarter of 2004, resulting in the elimination
of 50 jobs with restructuring costs of approximately $300,000.<BR>
<BR>
We had income from operations for the current
quarter of $5.2 million compared to $8.6 million in the year-ago quarter. Income
from operations decreased from the prior year as result of the restructuring
costs incurred in 2004. We had income from operations of $1.9 million in our
North American operations in the current quarter compared to income from
operations of $5.8 million last year. Income from operations in Europe was $3.3
million, compared to $2.8 million in the year-ago quarter.<BR>
<BR>
Interest and other expense - net consists principally of interest expense.
Interest expense was $641,000 in the first quarter of 2004 and $552,000 in 2003.
Interest income on invested funds decreased in 2004 as a result of lower
interest rates and less funds available for investment.<BR>
<BR>
Income tax expense was $2.1 million in the first
quarter of 2004 and $3.3 million in the year-ago quarter. The effective income
tax rate for the first quarter of 2004 was 47.1%, compared to 39.7% in the year
ago period. The effective income tax rate was higher in 2004 as a result of a
restructuring expense which is not deductible for income tax purposes and a
change in the mix of income earned by country.<BR>
<BR>
As a result of the above, net income for the first
quarter was $2.4 million, or $.07 per basic and diluted share, compared to $5.0
million, or $.15 per basic and diluted share, in the first quarter of 2003.
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=95%><B>Liquidity and Capital Resources</B><BR>
<BR>
Our primary liquidity needs are to support working capital requirements in our
business and to fund capital expenditures. We rely principally upon operating
cash flow and borrowings under our credit facilities to meet these needs. We
believe that cash flow available from these sources will be sufficient to meet
our working capital requirements, projected capital expenditures and interest
and debt repayments in the foreseeable future.<BR>
<BR>
Our cash balance increased to $39.6 million during the three
months ended March 31, 2004 from $38.7 million at the end of 2003. Net cash
provided by operating activities was $0.3 million in 2004, compared with net
cash used in operating activities of $9.3 million in 2003. The increase in cash
provided by operations in 2004 resulted from changes in our working capital
accounts, which used $11.8 million in cash compared to using $21.1 million of
cash in 2003. The change resulted primarily from an increase in accounts
payable, accrued expenses and other current liabilities and a decrease in
prepaid expenses and other current assets. Cash generated from net income
adjusted by other non-cash items provided $12.1 million in 2004, compared to
$11.8 million provided by these items in 2003.<BR>
<BR>
Our working capital was $157 million at March 31, 2004, an increase of $8
million from $149 million at the end of 2003. This was due principally to a $21
million increase in inventories, a $10 million increase in accounts receivable
and a $1 million increase in cash offset by a $2 million increase in short-term
debt, a $4 million decrease in prepaid expenses and other current assets and an
$18 million increase in accounts payable. Our inventories increased to meet the
needs of our growing consumer base, as increased stock levels facilitate such
sales, while sales to business customers include a large portion of merchandise
shipped directly by our vendors. The accounts receivable increase was lesser in
magnitude, as sales to consumers are generally paid by credit card, which have a
2-3 day shipment-to-cash cycle compared to the normal 30-day payment terms
offered to our business customers. We expect that future accounts receivable and
inventory balances will continue to fluctuate with the mix of our net sales
between consumer and business customers.<BR>
<BR>
We maintain our cash and cash equivalents primarily in money market funds or
their equivalent. As of March 31, 2004, all of our investments mature in less
than three months. Accordingly, we do not believe that our investments have
significant exposure to interest rate risk.<BR>
<BR>
In 2004, $1.3 million of
cash was used in investing activities, principally for the purchase of property,
plant and equipment. The capital expenditures in 2004 consisted primarily of
upgrades and enhancements to our information and communications systems
hardware. Cash of $2.5 million was used in investing activities in 2003, also in
connection with capital expenditures.<BR>
<BR>
Net cash of $1.8 million was provided by financing activities in 2004. Cash of
$2.0 million was provided by borrowings under our short-term United Kingdom
credit facility. We used cash of $442,000 for payments under long-term borrowing
agreements. Exercises of stock options provided $233,000 of cash in 2004. Cash
of $11.8 million was used by financing activities in 2003 to repay bank
borrowings and long-term debt.<BR>
<BR>
Under our $70 million United States secured revolving credit agreement, which
has been extended and now expires on March 31, 2005, availability as of March
31, 2004 was $57.2 million. There were outstanding letters of credit of $8.9
million and there were no outstanding advances as of March 31, 2004. Under our
&#163;15 million ($27.6 million at the March 31, 2004 exchange rate)
multi-currency United Kingdom credit facility, which is available to our United
Kingdom subsidiaries, at March 31, 2004 there were &#163;8.8 million ($16.1
million) of borrowings outstanding with interest payable at a rate of 5.87%. The
facility does not have a termination date, but may be canceled by either party
on six months notice. Borrowings under the facility are secured by certain
assets of our United Kingdom subsidiaries. Under our Netherlands &#128;5 million
($6.1 million at the March 31, 2004 exchange rate) credit facility, at March 31,
2004 there were &#128;4.2 million ($5.2 million) of borrowings outstanding under
this line with interest payable at a rate of 5.0%. This facility expires in
November 2005.<BR>
<BR>
We also have certain obligations with various parties that include commitments
to make future payments. Our principal commitments at March 31, 2004 consisted
of repayments of borrowings under our credit agreements and long-term borrowings
and payments under operating leases for certain of our real property and
equipment.
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=95%><B>Off-balance Sheet Arrangements</B><BR>
<BR>
The Company has not created, and is not party to, any
special-purpose or off-balance sheet entities for the purpose of raising
capital, incurring debt or operating the Company&#146;s business. The Company
does not have any arrangements or relationships with entities that are not
consolidated into the financial statements that are reasonably likely to
materially affect the Company&#146;s liquidity or the availability of capital
resources.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=95%><B>Forward Looking Statements - Factors That May Affect Future
Results and Financial Condition</B><BR>
<BR>
This report contains forward looking statements within the
meaning of that term in the Private Securities Litigation Reform Act of 1995
(Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934). Additional written or oral forward looking statements may
be made by the Company from time to time, in filings with the Securities
Exchange Commission or otherwise. Statements contained in this report that are
not historical facts are forward looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward looking statements may include, but are not limited to, projections of
revenue, income or loss and capital expenditures, statements regarding future
operations, financing needs, compliance with financial covenants in loan
agreements, plans for acquisition or sale of assets or businesses and
consolidation of operations of newly acquired businesses, and plans relating to
products or services of the Company, assessments of materiality, predictions of
future events and the effects of pending and possible litigation, as well as
assumptions relating to the foregoing. In addition, when used in this
discussion, the words &#147;anticipates&#148;, &#147;believes&#148;,
&#147;estimates&#148;, &#147;expects&#148;, &#147;intends&#148;,
&#147;plans&#148; and variations thereof and similar expressions are intended to
identify forward looking statements.<BR>
<BR>
Forward-looking statements in this report are based on the
Company&#146;s beliefs and expectations as of the date of this report and are
subject to risks and uncertainties which may have a significant impact on the
Company&#146;s business, operating results or financial condition. Investors are
cautioned that these forward-looking statements are inherently uncertain. Should
one or more of the risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results or outcomes may vary materially from
those described herein. Many of these risk factors are discussed in Item 7
(&#147;Factors That May Affect Future Results and Financial Condition&#148;) of
the Company&#146;s Annual Report on Form&#160;10-K for the fiscal year ended
December&#160;31, 2003, and which discussion is incorporated by reference
herein.<BR>
<BR>
Readers are cautioned not to place undue reliance on any forward looking
statements contained in this report, which speak only as of the date of this
report. We undertake no obligation to publicly release the result of any
revisions to these forward looking statements that may be made to reflect events
or circumstances after the date hereof or to reflect the occurrence of
unexpected events.</TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3><B>Item 3. <U>Quantitative and Qualitative Disclosure About Market
Risk</U>.</B></FONT></P>

<P><FONT SIZE=3>We are exposed to market risks, which include changes in U.S.
and international interest rates as well as changes in currency exchange rates
as measured against the U.S. dollar and each other.</FONT></P>

<P><FONT SIZE=3>We have limited involvement with derivative financial
instruments and do not use them for trading purposes. Changes in currency
exchange rates as measured against the U.S. dollar may positively or negatively
affect sales, gross margins, operating expenses and retained earnings as
expressed in U.S. dollars. We may enter into foreign currency options or forward
exchange contracts aimed at limiting in part the impact of certain currency
fluctuations, but as of March 31, 2004 we had no outstanding forward exchange
contracts. </FONT></P>

<P><FONT SIZE=3>Our exposure to market risk for changes in interest rates
relates primarily to our variable rate debt. In connection with our United
Kingdom term loan agreement, effective April 30, 2002 we entered into an
interest rate collar agreement to reduce our exposure to market rate
fluctuations. At March 31, 2004 the notional amount of the interest rate collar
was &#163;5.6 million ($10.3 million at the March 31, 2004 exchange rate) with
an interest rate cap of 6.0% and a floor of 4.5%. The interest rate collar
expires on April 30, 2005. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Item 4. <U>Controls and Procedures</U></B> </FONT></P>

<P><FONT SIZE=3>The Company has carried out an evaluation under the supervision
of management, including the Chairman and Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the
Company&#146;s disclosure controls and procedures. Based on that evaluation, the
Company&#146;s Chief Executive Officer and Chief Financial Officer have
concluded that, as of March 31, 2004, the Company&#146;s disclosure controls and
procedures were effective to ensure that information required to be disclosed by
the Company in the reports filed or submitted by it under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the SEC,
and include controls and procedures designed to ensure that information required
to be disclosed by the Company in such reports is assembled and reported to the
Company&#146;s management, including the Chairman and Chief Executive Officer
and Chief Financial Officer, as appropriate to allow timely decisions regarding
required disclosures. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>PART II - OTHER INFORMATION</B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Item 6. <U>Exhibits</U></B></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>(a)</TD>
<TD WIDTH=90%>Exhibits.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%></TD>
<TD WIDTH=10%>3.1</TD>
<TD WIDTH=80%>Composite Certificate
of Incorporation of Registrant, as amended. (Incorporated herein by reference to
Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001.)</TD>
</TR>
</TABLE>
<BR>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%></TD>
<TD WIDTH=10%>3.2</TD>
<TD WIDTH=80%>By-laws of Registrant. (Incorporated herein by reference to
Exhibit 3.2 to the Company's Registration Statement on Form S-1, File No.
33-92052.)</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%></TD>
<TD WIDTH=10%>4.1</TD>
<TD WIDTH=80%>Stockholders Agreement. (Incorporated herein by reference to the
Company's quarterly report on Form 10-Q for the quarterly period ended June 30,
1995.)</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%></TD>
<TD WIDTH=10%>4.2</TD>
<TD WIDTH=80%>Specimen Stock Certificate. (Incorporated herein by reference to
Exhibit 19.1 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001.)</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%></TD>
<TD WIDTH=10%>10.1</TD>
<TD WIDTH=80%>Amendment No. 7, dated as of November 17, 2003, to the Loan and
Security Agreement, dated June 13, 2001, between The Chase Manhattan Bank (as
Lender and Agent) and TransAmerica Business Capital Corporation (as Lender and
Co-Agent) with the Company and certain subsidiaries of the Company (as
Borrowers).</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%></TD>
<TD WIDTH=10%>10.2</TD>
<TD WIDTH=80%>Amendment No. 8, dated as of May 10, 2004, to the Loan and
Security Agreement, dated June 13, 2001, between The Chase Manhattan Bank (as
Lender and Agent) and TransAmerica Business Capital Corporation (as Lender and
Co-Agent) with the Company and certain subsidiaries of the Company (as
Borrowers).</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%></TD>
<TD WIDTH=10%>31</TD>
<TD WIDTH=80%>Certifications of the Chief Executive Officer and Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%></TD>
<TD WIDTH=10%>32</TD>
<TD WIDTH=80%>Certifications of the Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>(b)</TD>
<TD WIDTH=90%>Reports on Form 8-K.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) A report on Form 8-K was filed
by the Company on February 17, 2004 regarding the Company's press release
announcing a streamlining and cost reduction plan.<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) A report on Form 8-K was filed by the Company
on March 2, 2004 regarding the Company's financial results for the year ended
December 31, 2003.</TD>
</TR>
</TABLE>
<BR>

<PAGE>


<P ALIGN=CENTER><FONT SIZE=3><B>SIGNATURES</B></FONT></P>

<P><FONT SIZE=3>Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT>Date: May 14, 2004</TD>
<TD WIDTH=50%>SYSTEMAX INC.<BR>
<BR>
By&nbsp;<U>/s/ RICHARD LEEDS</U><BR>
Richard Leeds<BR>
Chairman and Chief Executive Officer</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT></TD>
<TD WIDTH=50%>By&nbsp;<U>/s/ STEVEN GOLDSCHEIN</U><BR>
Steven Goldschein<BR>
Senior Vice President and Chief Financial Officer</TD>
</TR>
</TABLE>
<BR>


<PAGE>


<P ALIGN=CENTER><FONT SIZE=3>Exhibit Index</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT>10.1</TD>
<TD WIDTH=90%>Amendment No. 7, dated as of November 17, 2003, to the Loan and
Security Agreement, dated June 13, 2001, between The Chase Manhattan Bank (as
Lender and Agent) and TransAmerica Business Capital Corporation (as Lender and
Co-Agent) with the Company and certain subsidiaries of the Company (as
Borrowers).</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT>10.2</TD>
<TD WIDTH=90%>Amendment No. 8, dated as of May 10, 2004, to the Loan and
Security Agreement, dated June 13, 2001, between The Chase Manhattan Bank (as
Lender and Agent) and TransAmerica Business Capital Corporation (as Lender and
Co-Agent) with the Company and certain subsidiaries of the Company (as
Borrowers).</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT>31</TD>
<TD WIDTH=90%>Certifications of the
Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT>32</TD>
<TD WIDTH=90%>Certifications of the Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002</TD>
</TR>
</TABLE>
<BR>

</BODY>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>systemax-ex101_051304.htm
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 10.1</TITLE>
</HEAD>
<BODY>

<P ALIGN=RIGHT><FONT SIZE=3>Exhibit 10.1</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>AMENDMENT NO. 7</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>TO</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>LOAN AND SECURITY AGREEMENT</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>THIS AMENDMENT NO. 7</B> ("Amendment No. 7") is entered into as of November
17, 2003 by and between SYSTEMAX INC., a corporation organized under the laws of
the State of Delaware ("SYX"), SYSTEMAX MANUFACTURING INC. (formerly known as
Midwest Micro Corp.), a corporation organized under the laws of the State of
Delaware ("SMI"), GLOBAL COMPUTER SUPPLIES INC. (successor by merger to
Continental Dynamics Corp.), a corporation organized under the laws of the State
of New York ("GCS"), GLOBAL EQUIPMENT COMPANY, INC., a corporation organized
under the laws of the State of New York ("GEC"), TIGER DIRECT, INC., a
corporation organized under the laws of the State of Florida ("Tiger"), DARTEK
CORPORATION, a corporation organized under the laws of the State of Delaware
("Dartek"), NEXEL INDUSTRIES, INC., a corporation organized under the laws of
the State of New York ("NII"), MISCO AMERICA INC., a corporation organized under
the laws of the State of Delaware ("Misco"), SYSTEMAX RETAIL SALES INC., a
corporation organized under the laws of the State of Delaware ("SRS"), PAPIER
CATALOGUES, INC., a corporation organized under the laws of the State of New
York ("PCI"), CATALOG DATA SYSTEMS, INC., a corporation organized under the laws
of the State of New York ("CDS"), MILLENNIUM FALCON CORP., a corporation
organized under the laws of the State of Delaware ("MFC"), TEK SERV INC., a
corporation organized under the laws of the State of Delaware ("TSI"), B.T.S.A.,
Inc., a corporation organized under the laws of the State of New York ("BTSA")
and KEYBOARDMALL.COM INC., a corporation organized under the laws of the State
of Delaware ("KMC") (SYX, SMI, GCS, GEC, Tiger, Dartek, NII, Misco, SRS, PCI,
CDS, MFC, TSI, BTSA and KMC, each a "Borrower" and jointly and severally the
"Borrowers"), the lenders who are parties to the Loan Agreement, as defined
herein ("Lenders") and JPMORGAN CHASE BANK, as agent for the Lenders
("Agent").</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>BACKGROUND</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Borrowers, Agent and Lenders are parties to a Loan and Security Agreement dated
as of June 13, 2001 (as amended by Amendment No. 1 to Loan and Security
Agreement dated as of September 1, 2001, Amendment No. 2 to Loan and Security
Agreement and Consent dated as of December 13, 2001, Amendment No. 3 to Loan and
Security Agreement dated as of December 20, 2001, Amendment No. 4 to Loan and
Security Agreement and Consent dated as of April 18, 2002, Amendment No. 5 and
Waiver to Loan and Security Agreement dated as of June 30, 2002, Amendment No. 6
to Loan and Security Agreement dated as of September 22, 2003, and as the same
may be amended, supplemented or otherwise modified from time to time, the
&#147;Loan Agreement&#148;) pursuant to which the Lenders provide Borrowers with
certain financial accommodations. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Borrowers have informed Agent and Lenders that they intend to advance up to
$8,500,000 to Systemax Europe Ltd. and Borrowers have requested Agent and
Lenders modify certain reporting requirements during the period when there are
no outstanding Advances and Agent and Lenders are willing to amend the Loan
Agreement on the terms and conditions hereafter set forth. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>NOW</B>, <B>THEREFORE</B>, in consideration of any loan or advance or grant
of credit heretofore or hereafter made to or for the account of Borrowers by
Lenders, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows: </FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Definitions</U>. All
capitalized terms not otherwise defined herein shall have the meanings given to
them in the Loan Agreement.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Amendment to Loan
Agreement</U>. Subject to satisfaction of the conditions precedent set forth in
Section 3 below, the Loan Agreement is hereby amended as follows:</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;The definition of "Trademark Security Agreement" set forth in
Section 1.2 is hereby amended and restated in its entirety as follows:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT></TD>
<TD WIDTH=85%>&#147;<U>Trademark Security Agreement</U>&#148; shall mean,
collectively, the Trademark Collateral Security Agreements and Trademark
Assignments of Security each dated the Closing Date executed by SYX, Tiger,
Dartek, NII, GEC and Misco and the Trademark Collateral Security Agreement and
Trademark Assignment of Security dated as of April 28, 2003 executed by
GCS.</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;Definitions of the terms "Excess Cash Balance", "Excess Cash
Balance Borrowing Notice&#148;, &#147;Excess Cash Balance Reduction Period and
&#147;Reporting Events&#148; are hereby added to Section 1.2 where
alphabetically appropriate to read as follows:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT></TD>
<TD WIDTH=85%>&#147;<U>Excess Cash Balance</U>&#148; shall mean at any time, the
net credit balance in favor of Borrowers under the Loan Agreement after giving
effect to the then balance of all outstanding Advances.<BR>
<BR>
&#147;<U>Excess Cash Balance Borrowing Notice</U>&#148; shall have the meaning
set forth in Section 2.15 hereof.<BR>
<BR>
&#147;<U>Excess Cash Balance Reduction Period</U>&#148; shall mean any period of
time in excess of five (5) consecutive Business Days that the Excess Cash
Balance shall be less than $15,000,000.<BR>
<BR>
&#147;<U>Notice Period</U>&#148; shall have the meaning set forth in Section
2.15 hereof.<BR>
<BR>
&#147;<U>Reporting Event</U>&#148; shall have the meaning set forth in Section
9.2 hereof.</TD>
</TR>
</TABLE>
<BR>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;A new Section 2.15 is hereby added to read as follows:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT></TD>
<TD WIDTH=85%>&#147;Notwithstanding any other provision herein, Borrowing Agent
shall not be permitted to request an Advance on behalf of any Borrower in an
amount which after giving effect to such request, would result in the Excess
Cash Balance being zero ($-0-), without providing Agent with sixty (60) days
written notice (the &#147;<U>Notice Period</U>&#148;) of such request (each such
notice an &#147;<U>Excess Cash Balance Borrowing Notice</U>&#148;).&#148; </TD>
</TR>
</TABLE>
<BR>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;In Section 7.4, (i) the word "and" prior to clause (h) is
changed to a comma and (ii) a new clause is hereby added immediately prior to
the period appearing at the end of such Section 7.4 as follows:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT></TD>
<TD WIDTH=85%>&#147;and (i) loans in an aggregate amount at any time not in
excess of $8,500,000 to Systemax Europe Ltd, <U>provided</U>, that such loans
shall be repaid in cash no later than May 30, 2004&#148; </TD>
</TR>
</TABLE>
<BR>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;In Section 9.2 the first sentence thereof is hereby amended and
restated as follows:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT></TD>
<TD WIDTH=85%>&#147;Deliver to Agent on or before the twentieth
(20<SUP>th</SUP>) day after the end of each fiscal quarter as and for the prior
fiscal quarter (a) accounts receivable agings, (b) Inventory reports, (c)
accounts payable agings, (d) reconciliations with respect to each of foregoing,
(e) Borrowing Base Certificates, (f) lockbox statements, (g) an Inventory
designation report and (h) such other schedules as Agent may request,
<U>provided</U>, that (i) during an Excess Cash Balance Reduction Period or (ii)
following the receipt by Agent of an Excess Cash Balance Borrowing Notice
through and until such time as the outstanding balance of any Advances made
subsequent to such Notice Period has been reduced to $0 ((i) and (ii)
collectively, the &#147;Reporting Events&#148;) each of (a)-(h) above shall be
delivered to Agent on or before the twentieth (20th) day of each month as and
for the prior month.&#148; </TD>
</TR>
</TABLE>
<BR>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;In Section 9.2 the second sentence thereof is hereby amended and
restated as follows:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT></TD>
<TD WIDTH=85%>&#147;Upon the occurrence of a Reporting Event, Borrower shall
also deliver to Agent, on a daily basis, copies of all sales, collection, debit
and credit adjustment schedules.&#148; </TD>
</TR>
</TABLE>
<BR>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Conditions of Effectiveness</U>. This
Amendment No. 7 shall become effective as of the date upon which Agent shall
have received four (4) copies of this Amendment No. 7 executed by Borrowers,
Required Lenders and each Guarantor.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Release</U>. Each Borrower hereby releases,
remises, acquits and forever discharges each Lender and Agent and each Lender's
and Agent's employees, agents, representatives, consultants, attorneys,
fiduciaries, officers, directors, partners, predecessors, successors and
assigns, subsidiary corporations, parent corporations, and related corporate
divisions (all of the foregoing hereinafter called the "Released Parties"), from
any and all actions and causes of action, judgments, executions, suits, debts,
claims, demands, liabilities, obligations, damages and expenses of any and every
character, known or unknown, direct and/or indirect, at law or in equity, of
whatsoever kind or nature, for or because of any matter or things done, omitted
or suffered to be done by any of the Released Parties prior to and including the
date of execution hereof, and in any way directly or indirectly arising out of
or in any way connected to this Agreement or the Other Documents (all of the
foregoing hereinafter called the "Released Matters"). Each Borrower acknowledges
that the agreements in this Section are intended to be in full satisfaction of
all or any alleged injuries or damages arising in connection with the Released
Matters.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Representations and Warranties</U>. Borrowers
hereby represent and warrant as follows:</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;This Amendment No. 7 and the Loan Agreement, as amended hereby,
constitute legal, valid and binding obligations of Borrowers and are enforceable
against Borrowers in accordance with their respective terms.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;Upon the effectiveness of this Amendment No. 7, each Borrower hereby
reaffirms all covenants, representations and warranties made in the Loan
Agreement as amended hereby and agree that all such covenants, representations
and warranties shall be deemed to have been remade as of the effective date of
this Amendment No. 7.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;No Event of Default or Default has occurred and is continuing or
would exist after giving effect to this Amendment No. 7.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Borrowers have no defense, counterclaim or
offset with respect to the Loan Agreement.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Effect on the Loan Agreement</U>.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;Upon the effectiveness of this Amendment No. 7, each reference in
the Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or words
of like import shall mean and be a reference to the Loan Agreement as amended
hereby.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except as specifically amended herein, the Loan
Agreement, and all other documents, instruments and agreements executed and/or
delivered in connection therewith, shall remain in full force and effect, and
are hereby ratified and confirmed. </FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The execution, delivery and effectiveness of
this Amendment No. 7 shall not operate as a waiver of any right, power or remedy
of Agent or any Lender, nor constitute a waiver of any provision of the Loan
Agreement, or any other documents, instruments or agreements executed and/or
delivered under or in connection therewith.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Governing Law</U>. This Amendment No. 7 shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns and shall be governed by and construed in
accordance with the laws of the State of New York.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Headings</U>. Section headings in this
Amendment No. 7 are included herein for convenience of reference only and shall
not constitute a part of this Amendment No. 7 for any other purpose.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Counterparts; Telecopied Signatures</U>. This
Amendment No. 7 may be executed by the parties hereto in one or more
counterparts, each of which shall be deemed an original and all of which taken
together shall be deemed to constitute one and the same agreement. Any signature
delivered by a party via telecopier shall be deemed to be an original signature
hereto.</FONT></P>

<PAGE>


<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>IN WITNESS WHEREOF,</B> this Amendment No. 7 has been duly executed as of the
day and year first written above.</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT></TD>
<TD WIDTH=50%>SYSTEMAX INC.<BR>
<BR>
<BR>
By:&nbsp;<U>/s/ Steven M. Goldschein&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name: Steven M. Goldschein<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title: Senior Vice President<BR>
<BR>
SYSTEMAX MANUFACTURING INC.<BR>
GLOBAL COMPUTER SUPPLIES INC.<BR>
GLOBAL EQUIPMENT COMPANY, INC.<BR>
TIGER DIRECT, INC.<BR>
DARTEK CORPORATION<BR>
NEXEL INDUSTRIES, INC.<BR>
MISCO AMERICA INC.<BR>
SYSTEMAX RETAIL SALES INC.<BR>
PAPIER CATALOGUES, INC.<BR>
CATALOG DATA SYSTEMS, INC.<BR>
MILLENNIUM FALCON CORP.<BR>
TEK SERV INC.<BR>
B.T.S.A., INC.<BR>
KEYBOARDMALL.COM INC.<BR>
<BR>
<BR>
By:&nbsp;<U>/s/ Steven M. Goldschein&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name: Steven M. Goldschein<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title: Vice President of each of the
foregoing entities<BR>
<BR>
<BR>
JPMORGAN CHASE BANK, as Lender and as Agent<BR>
<BR>
<BR>
By:&nbsp;<U>Donna M. DiForio&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name: Donna M. DiForio<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title: Vice President<BR>
<BR>
<BR>
<BR>
<BR>
TRANSAMERICA BUSINESS CAPITAL CORPORATION,<BR>
as Lender and as Co-Agent<BR>
<BR>
<BR>
By:  <U>/s/ James De Santis&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Its:  <U>Duly Authorized Signatory&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<BR>
<BR>
GMAC COMMERCIAL FINANCE LLC,<BR>
(successor by merger to GMAC COMMERCIAL<BR>
CREDIT LLC), as Lender<BR>
<BR>
<BR>
By:  <U>/s/ David Duffy&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Its:  <U>Duly Authorized Signatory&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT>ACKNOWLEDGED AND AGREED:<BR>
<BR>
SYSTEMAX SUWANEE LLC<BR>
<BR>
BY: Systemax Inc., Member<BR>
<BR>
<BR>
By:&nbsp;<U>/s/ Steven M. Goldschein&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name: Steven M. Goldschein<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title: Senior Vice President<BR>
<BR>
THE MILLENNIUM GROUP LLC<BR>
<BR>
By:  Millennium Falcon Corp., Member<BR>
<BR>
<BR>
By:&nbsp;<U>/s/ Steven M. Goldschein&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name: Steven M. Goldschein<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title: Vice President<BR>
<BR>
<BR>
By:  WRD Sales, Inc., Member<BR>
<BR>
<BR>
By: <U>/s/ William Davis&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name: William Davis<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title: President</TD>
<TD WIDTH=50%></TD>
</TR>
</TABLE>

<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT>PROFIT CENTER SOFTWARE INC.<BR>
GLOBAL GOV'T/EDUCATION SOLUTIONS INC.<BR>
SYSTEMAX SERVICES INC.<BR>
<BR>
<BR>
By:&nbsp;<U>/s/ Steven M. Goldschein&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name: Steven M. Goldschein<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title: Vice President of each of the
foregoing entities</TD>
<TD WIDTH=50%></TD>
</TR>
</TABLE>
<BR>



</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>systemax-ex102_051304.htm
<DESCRIPTION>EX-10.2
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 10.2</TITLE>
</HEAD>
<BODY>

<P ALIGN=RIGHT><FONT SIZE=3>Exhibit 10.2</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>JOINDER<BR>
AND<BR>
AMENDMENT NO. 8<BR>
TO<BR>
LOAN AND SECURITY AGREEMENT</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>THIS JOINDER AND AMENDMENT NO. 8 </B>(&#147;Joinder and
Amendment No. 8&#148;) is entered into as of May 10, 2004 by and between
SYSTEMAX INC., a corporation organized under the laws of the State of Delaware
(&#147;SYX&#148;), SYSTEMAX MANUFACTURING INC. (formerly known as Midwest Micro
Corp.), a corporation organized under the laws of the State of Delaware
(&#147;SMI&#148;), GLOBAL COMPUTER SUPPLIES INC. (successor by merger to
Continental Dynamics Corp.), a corporation organized under the laws of the State
of New York (&#147;GCS&#148;), GLOBAL EQUIPMENT COMPANY, INC., a corporation
organized under the laws of the State of New York (&#147;GEC&#148;), TIGER
DIRECT, INC., a corporation organized under the laws of the State of Florida
(&#147;Tiger&#148;), DARTEK CORPORATION, a corporation organized under the laws
of the State of Delaware (&#147;Dartek&#148;), NEXEL INDUSTRIES, INC., a
corporation organized under the laws of the State of New York (&#147;NII&#148;),
MISCO AMERICA INC., a corporation organized under the laws of the State of
Delaware (&quot;Misco&quot;), SYSTEMAX RETAIL SALES INC., a corporation
organized under the laws of the State of Delaware (&quot;SRS&quot;), PAPIER
CATALOGUES, INC., a corporation organized under the laws of the State of New
York (&quot;PCI&quot;), CATALOG DATA SYSTEMS, INC., a corporation organized
under the laws of the State of New York (&quot;CDS&quot;), MILLENNIUM FALCON
CORP., a corporation organized under the laws of the State of Delaware
(&quot;MFC&quot;), TEK SERV INC., a corporation organized under the laws of the
State of Delaware (&quot;TSI&quot;), B.T.S.A., Inc., a corporation organized
under the laws of the State of New York (&quot;BTSA&quot;), PROFIT CENTER
SOFTWARE INC., a corporation organized under the laws of the State of New York
(&#147;PCS&#148;), GLOBAL GOV&#146;T/EDUCATION SOLUTIONS INC., a corporation
organized under the laws of the State of Delaware (&#147;GGES&#148;) and SYX
DISTRIBUTION INC., a corporation organized under the laws of the State of
Delaware (&quot;SYXD&quot;) (SYX, SMI, GCS, GEC, Tiger, Dartek, NII, Misco, SRS,
PCI, CDS, MFC, TSI, BTSA, PCS, GGES and SYXD, each a &#147;Borrower&#148; and
jointly and severally the &#147;Borrowers&#148;), the lenders who are parties to
the Loan Agreement, as defined herein (&#147;Lenders&#148;) and JPMORGAN CHASE
BANK, as agent for the Lenders (&#147;Agent&#148;).</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>BACKGROUND</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SYX, SMI, GCS, GEC, Tiger, Dartek, NII, Misco, SRS, PCI, CDS, MFC, TSI, BTSA and
KeyboardMall.com Inc. (a corporation which, prior to the date hereof, was
dissolved) (each of the foregoing, jointly and severally, the &#147;Original
Borrowers&#148;), Agent and Lenders are parties to a Loan and Security Agreement
dated as of June 13, 2001 (as amended by Amendment No. 1 to Loan and Security
Agreement dated as of September 1, 2001, Amendment No. 2 to Loan and Security
Agreement and Consent dated as of December 13, 2001, Amendment No. 3 to Loan and
Security Agreement dated as of December 20, 2001, Amendment No. 4 to Loan and
Security Agreement and Consent dated as of April 18, 2002, Amendment No. 5 and
Waiver to Loan and Security Agreement dated as of June 30, 2002, Amendment No. 6
to Loan and Security Agreement dated as of September 22, 2003, Amendment No. 7
to Loan and Security Agreement dated as of November 17, 2003, and as the same
may be amended, supplemented or otherwise modified from time to time, the
&#147;Loan Agreement&#148;) pursuant to which the Lenders provided the Original
Borrowers with certain financial accommodations.</FONT></P>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Pursuant to a Guaranty and a Security Agreement, each dated as of October 1,
2003, each of PCS, GGES, and Systemax Services Inc. (formerly known as Systemax
Services Group Inc.), a corporation organized under the laws of the State of New
York, guaranteed to Agent and Lenders all of the Obligations under the Loan
Agreement, and granted to Agent and Lenders a security interest in all of the
assets of each such entity (the &#147;October Security Grant&#148;). Borrowers
have informed Agent and Lenders that, in February 2004, SYXD was formed, and
that each of PCS, GGES and SYXD desire to become joined as Borrowers under the
Loan Agreement. Borrowers have also requested Agent and Lenders (a) to extend
the term of the Loan Agreement to March 31, 2005 and (b) increase the maximum
amount of Letters of Credit which may be issued under the terms of the Loan
Agreement from $10,000,000 to $12,000,000. Agent and Lenders are willing to
amend the Loan Agreement on the terms and conditions hereafter set forth.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>NOW</B>, <B>THEREFORE</B>, in consideration of any loan or advance or grant
of credit heretofore or hereafter made to or for the account of Borrowers by
Lenders, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows: </FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Definitions</U>. All capitalized terms not
otherwise defined herein shall have the meanings given to them in the Loan
Agreement.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Joinder</U>.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each of PCS, GGES
and SYXD hereby consents to being obligated as an additional Borrower under the
Loan Agreement and the Loan Documents (including, without limitation, each of
PCS, GGES and SYXD being deemed to be a signatory to each of the Notes), and all
references to "Borrower" and "Borrowers" thereunder and under the Loan Documents
shall be deemed to include each of PCS, GGES and SYXD.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each of PCS, GGES
and SYXD hereby adopts the Loan Agreement, assumes in full, and acknowledges
that it is jointly and severally liable for, the payment, discharge,
satisfaction and performance of all Obligations under the Loan Agreement and the
Loan Documents. Each of PCS and GGES hereby confirms and ratifies the October
Security Grant, and hereby further grants to Agent and Lenders a continuing lien
and security interest in all presently existing and hereafter arising Collateral
which PCS or GGES now or may hereafter own or has an interest in, wherever
located, to secure the prompt repayment of any and all Obligations owed to Agent
and Lenders and to secure the prompt performance by Borrowers of each and all of
their covenants and obligations under the Loan Agreement and under the Loan
Documents. SYXD hereby grants to Agent and Lenders a continuing lien and
security interest in all presently existing and hereafter arising Collateral
which SYXD now or may hereafter own or has an interest in, wherever located, to
secure the prompt repayment of any and all Obligations owed to Agent and Lenders
and to secure the prompt performance by Borrowers of each and all of their
covenants and obligations under the Loan Agreement and under the Loan Documents.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Amendment to Loan Agreement</U>. Subject to
satisfaction of the conditions precedent set forth in Section 3 below, the Loan
Agreement is hereby amended as follows:</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The definition of
"Termination Date" set forth in Section 1.2 is hereby amended and restated in
its entirety as follows:</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Termination
Date</U>" shall mean March 31, 2005.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The penultimate
sentence appearing in Section 2.8 of the Loan Agreement is hereby amended and
restated in its entirety as follows:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT></TD>
<TD WIDTH=85%>The maximum amount of outstanding Letters of Credit shall not
exceed $12,000,000 in the aggregate at any time.</TD>
</TR>
</TABLE>
<BR>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Conditions of Effectiveness</U>. This Joinder
and Amendment No. 8 shall become effective as of the date upon which Agent shall
have received (a) four (4) copies of this Joinder and Amendment No. 8 executed
by Borrowers, each of the Lenders and each Guarantor and (b) an amendment and
extension fee in the sum of $40,000, for the pro rata benefit of Lenders.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Release</U>. Each Borrower hereby releases,
remises, acquits and forever discharges each Lender and Agent and each Lender's
and Agent's employees, agents, representatives, consultants, attorneys,
fiduciaries, officers, directors, partners, predecessors, successors and
assigns, subsidiary corporations, parent corporations, and related corporate
divisions (all of the foregoing hereinafter called the "Released Parties"), from
any and all actions and causes of action, judgments, executions, suits, debts,
claims, demands, liabilities, obligations, damages and expenses of any and every
character, known or unknown, direct and/or indirect, at law or in equity, of
whatsoever kind or nature, for or because of any matter or things done, omitted
or suffered to be done by any of the Released Parties prior to and including the
date of execution hereof, and in any way directly or indirectly arising out of
or in any way connected to this Agreement or the Other Documents (all of the
foregoing hereinafter called the "Released Matters"). Each Borrower acknowledges
that the agreements in this Section are intended to be in full satisfaction of
all or any alleged injuries or damages arising in connection with the Released
Matters.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Representations and Warranties</U>. Borrowers
hereby represent and warrant as follows:</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Joinder and
Amendment No. 8 and the Loan Agreement, as amended hereby, constitute legal,
valid and binding obligations of Borrowers and are enforceable against Borrowers
in accordance with their respective terms.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon the
effectiveness of this Joinder and Amendment No. 8, each Borrower hereby
reaffirms all covenants, representations and warranties made in the Loan
Agreement as amended hereby and agree that all such covenants, representations
and warranties shall be deemed to have been remade as of the effective date of
this Joinder and Amendment No. 8.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No Event of
Default or Default has occurred and is continuing or would exist after giving
effect to this Joinder and Amendment No. 8.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Borrowers have no
defense, counterclaim or offset with respect to the Loan Agreement.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Effect on the Loan Agreement</U>.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon the
effectiveness of this Joinder and Amendment No. 8, each reference in the Loan
Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like
import shall mean and be a reference to the Loan Agreement as amended hereby.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except as
specifically amended herein, the Loan Agreement, and all other documents,
instruments and agreements executed and/or delivered in connection therewith,
shall remain in full force and effect, and are hereby ratified and confirmed.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The execution,
delivery and effectiveness of this Joinder and Amendment No. 8 shall not operate
as a waiver of any right, power or remedy of Agent or any Lender, nor constitute
a waiver of any provision of the Loan Agreement, or any other documents,
instruments or agreements executed and/or delivered under or in connection
therewith.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Governing Law</U>. This Joinder and Amendment
No. 8 shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns and shall be governed by and construed
in accordance with the laws of the State of New York.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Headings</U>. Section headings in this
Joinder and Amendment No. 8 are included herein for convenience of reference
only and shall not constitute a part of this Joinder and Amendment No. 8 for any
other purpose.</FONT></P>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Counterparts; Telecopied Signatures</U>.
This Joinder and Amendment No. 8 may be executed by the parties hereto in one or
more counterparts, each of which shall be deemed an original and all of which
taken together shall be deemed to constitute one and the same agreement. Any
signature delivered by a party via telecopier shall be deemed to be an original
signature hereto.</FONT></P>

<PAGE>

<P ><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>IN WITNESS WHEREOF,</B> this Amendment No. 8 has been duly executed as of the
day and year first written above.</FONT></P>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT></TD>
<TD WIDTH=50%>SYSTEMAX INC.<BR>
<BR>
<BR>
By:&nbsp;<U>/s/ Steven M. Goldschein&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name: Steven M. Goldschein<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title: Senior Vice President<BR>
<BR>

SYSTEMAX MANUFACTURING INC.<BR>
GLOBAL COMPUTER SUPPLIES INC.<BR>
GLOBAL EQUIPMENT COMPANY, INC.<BR>
TIGER DIRECT, INC.<BR>
DARTEK CORPORATION<BR>
NEXEL INDUSTRIES, INC.<BR>
MISCO AMERICA INC.<BR>
SYSTEMAX RETAIL SALES INC.<BR>
PAPIER CATALOGUES, INC.<BR>
CATALOG DATA SYSTEMS, INC.<BR>
MILLENNIUM FALCON CORP.<BR>
TEK SERV INC.<BR>
B.T.S.A., INC.<BR>
PROFIT CENTER SOFTWARE INC.<BR>
GLOBAL GOV'T/EDUCATION SOLUTIONS INC.<BR>
SYX DISTRIBUTION INC.<BR>
<BR>
<BR>
By:&nbsp;<U>/s/ Steven M. Goldschein&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name: Steven M. Goldschein<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title: Vice President<BR>
<BR>
<BR>
JPMORGAN CHASE BANK, as Lender and as Agent<BR>
<BR>
<BR>
By:&nbsp;<U>Donna M. DiForio&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name: Donna M. DiForio<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title: Vice President<BR>
<BR>
<BR>
TRANSAMERICA BUSINESS CAPITAL<BR>
CORPORATION, as Lender and as Co-Agent<BR>
<BR>
<BR>
By:  <U>/s/ James De Santis&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Its:  <U>Duly Authorized Signatory&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<BR>
<BR>
GMAC COMMERCIAL FINANCE LLC,<BR>
(successor by merger to GMAC COMMERCIAL<BR>
CREDIT LLC), as Lender<BR>
<BR>
<BR>
By:  <U>/s/ Harvey Winter&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Its:  <U>Vice President&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT>ACKNOWLEDGED AND AGREED:<BR>
<BR>
SYSTEMAX SUWANEE LLC<BR>
<BR>
BY: Systemax Inc., Member<BR>
<BR>
<BR>
By:&nbsp;<U>/s/ Steven M. Goldschein&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name: Steven M. Goldschein<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title: Senior Vice President<BR>
<BR>
THE MILLENNIUM GROUP LLC<BR>
<BR>
By:  Millennium Falcon Corp., Member<BR>
<BR>
<BR>
By:&nbsp;<U>/s/ Steven M. Goldschein&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name: Steven M. Goldschein<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title: Vice President<BR>
<BR>
<BR>
By:  WRD Sales, Inc., Member<BR>
<BR>
<BR>
By: <U>/s/ William R. Davis&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name: William R. Davis<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title: President<BR>
<BR>
<BR>
By:&nbsp;<U>/s/ Steven M. Goldschein&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name: Steven M. Goldschein<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title: Vice President of each of the
foregoing entities</TD>
<TD WIDTH=50%></TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT></TD>
<TD WIDTH=59%>GMAC COMMERCIAL FINANCE LLC,<BR>
(successor by merger to GMAC COMMERCIAL<BR>
CREDIT LLC), as Lender<BR>
<BR>
<BR>
By:  <U>/s/ Harvey Winter&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Its:  <U>Vice President&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT>ACKNOWLEDGED AND AGREED:<BR>
<BR>
SYSTEMAX SUWANEE LLC<BR>
<BR>
BY: Systemax Inc., Member<BR>
<BR>
<BR>
By:&nbsp;<U>/s/ Steven M. Goldschein&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name: Steven M. Goldschein<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title: Senior Vice President<BR>
<BR>
THE MILLENNIUM GROUP LLC<BR>
<BR>
By:  Millennium Falcon Corp., Member<BR>
<BR>
<BR>
By:&nbsp;<U>/s/ Steven M. Goldschein&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name: Steven M. Goldschein<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title: Vice President<BR>
<BR>
<BR>
By:  WRD Sales, Inc., Member<BR>
<BR>
<BR>
By: <U>/s/ William R. Davis&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name: William R. Davis<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title: President<BR>
<BR>
<BR>
By:&nbsp;<U>/s/ Steven M. Goldschein&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name: Steven M. Goldschein<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title: Vice President of each of the
foregoing entities</TD>
<TD WIDTH=50%></TD>
</TR>
</TABLE>
<BR>

</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>4
<FILENAME>systemax-ex31_051304.htm
<DESCRIPTION>EX-31
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 31</TITLE>
</HEAD>
<BODY>

<P ALIGN=RIGHT><FONT SIZE=3>Exhibit 31</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>CERTIFICATION UNDER SECTION 302 OF THE<BR>
SARBANES-OXLEY ACT OF 2002</B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>CERTIFICATION OF CHIEF EXECUTIVE OFFICER</B></FONT></P>

<P ><FONT SIZE=3>I, Richard Leeds, Chief Executive Officer of Systemax Inc.,
certify that:</FONT></P>

<P ><FONT SIZE=3>1. I have reviewed this quarterly report on Form 10-Q of
Systemax Inc. (the "registrant");</FONT></P>

<P ><FONT SIZE=3>2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this quarterly report;</FONT></P>

<P ><FONT SIZE=3>3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;</FONT></P>

<P ><FONT SIZE=3>4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and we
have:</FONT></P>

<P ><FONT SIZE=3>a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within these entities,
particularly during the period in which this quarterly report is being
prepared;</FONT></P>

<P ><FONT SIZE=3>b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and</FONT></P>

<P ><FONT SIZE=3>c) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is reasonably likely
to materially affect, the registrant's internal control over financial
reporting.</FONT></P>

<P ><FONT SIZE=3>5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
function):</FONT></P>

<P ><FONT SIZE=3>a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting known to me
which are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and</FONT></P>

<P ><FONT SIZE=3>b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls over financial reporting.</FONT></P>

<P ><FONT SIZE=3>Dated: May 14, 2004</FONT></P>

<P ><FONT SIZE=3><U>/s/ RICHARD LEEDS</U><BR>
Richard Leeds, Chief Executive Officer</FONT></P>

<PAGE>

<P ALIGN=CENTER><FONT SIZE=3><B>CERTIFICATION UNDER SECTION 302 OF THE<BR>
SARBANES-OXLEY ACT OF 2002</B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>CERTIFICATION OF CHIEF FINANCIAL OFFICER</B></FONT></P>

<P ><FONT SIZE=3>I, Steven M. Goldschein, Chief Financial Officer of Systemax
Inc., certify that:</FONT></P>

<P ><FONT SIZE=3>1. I have reviewed this quarterly report on Form 10-Q of
Systemax Inc. (the "registrant");</FONT></P>

<P ><FONT SIZE=3>2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this quarterly report; </FONT></P>

<P ><FONT SIZE=3>3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;</FONT></P>

<P ><FONT SIZE=3>4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and we
have:</FONT></P>

<P ><FONT SIZE=3>a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within these entities,
particularly during the period in which this quarterly report is being
prepared;</FONT></P>

<P ><FONT SIZE=3>b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and</FONT></P>

<P ><FONT SIZE=3>c) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is reasonably likely
to materially affect, the registrant's internal control over financial
reporting.</FONT></P>

<P ><FONT SIZE=3>5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
function):</FONT></P>

<P ><FONT SIZE=3>a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting known to me
which are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and</FONT></P>

<P ><FONT SIZE=3>b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls over financial reporting.</FONT></P>

<P ><FONT SIZE=3>Dated: May 14, 2004</FONT></P>

<P ><FONT SIZE=3><U>/s/ STEVEN M. GOLDSCHEIN</U><BR>
Steven M. Goldschein, Chief Financial Officer</FONT></P>

</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>5
<FILENAME>systemax-ex32_051304.htm
<DESCRIPTION>EX-32
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 32</TITLE>
</HEAD>
<BODY>

<P ALIGN=RIGHT><FONT SIZE=3>Exhibit 32</FONT></P>


<P ALIGN=CENTER><FONT SIZE=3><B>CERTIFICATION PURSUANT TO SECTION 906 OF
THE<BR>
SARBANES-OXLEY ACT OF 2002</B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>CERTIFICATION OF CHIEF EXECUTIVE OFFICER</B></FONT></P>

<P><FONT SIZE=3>The undersigned, the Chief Executive Officer of Systemax Inc.,
hereby certifies that to the best of his knowledge Systemax Inc.&#146;s Form
10-Q for the period ended March 31, 2004 fully complies with the requirements of
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.
78m or 78 (o)(d) and that the information contained in such Form 10-Q fairly
presents, in all material respects, the financial condition and results of
operations of Systemax Inc. </FONT></P>

<P ><FONT SIZE=3>Dated: May 14, 2004<BR>
<BR>
<BR>
<U>/s/ RICHARD LEEDS&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Richard Leeds, Chief Executive Officer</FONT></P>
<BR>
<BR>
<BR>
<BR>
<P ALIGN=LEFT><FONT SIZE=3><B>CERTIFICATION OF CHIEF FINANCIAL OFFICER</B></FONT></P>

<P><FONT SIZE=3>The undersigned, the Chief Financial Officer of Systemax Inc.,
hereby certifies that to the best of his knowledge Systemax Inc.&#146;s Form
10-Q for the period ended March 31, 2004 fully complies with the requirements of
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.
78m or 78 (o)(d) and that the information contained in such Form 10-Q fairly
presents, in all material respects, the financial condition and results of
operations of Systemax Inc. </FONT></P>

<P ><FONT SIZE=3>Dated: May 14, 2004<BR>
<BR>
<U>/s/ STEVEN M. GOLDSCHEIN&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Steven M. Goldschein, Chief Financial Officer</FONT></P>

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