<SUBMISSION>
<ACCESSION-NUMBER>0000894579-00-000091
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20000630
<FILING-DATE>20000814
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>PROGRAMMERS PARADISE INC
<CIK>0000945983
<ASSIGNED-SIC>5045
<IRS-NUMBER>133136104
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-26408
<FILM-NUMBER>700956
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1157 SHREWSBURY AVE
<CITY>SHREWSBURY
<STATE>NJ
<ZIP>07702
<PHONE>7323898950
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1157 SHREWSBURY AVE
<CITY>SHREWSBURY
<STATE>NJ
<ZIP>07702
</MAIL-ADDRESS>
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<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>10-Q FOR PROGRAMMER'S PARADISE, INC.
<TEXT>



================================================================================



                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q



[X]  QUARTERLY  REPORT UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

          For the quarterly period ended June 30, 2000

[ ]  TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

          For the transition period from  __________ to __________

          Commission File No. 000-26408
                              ---------

                           Programmer's Paradise, Inc.
                      --------------------------------------
                         (Name of issuer in its charter)

              Delaware                                      13-3136104
----------------------------------          ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

1157 Shrewsbury Avenue, Shrewsbury, New Jersey                07702
----------------------------------------------              ----------
(Address of principal executive offices)                    (Zip Code)

Issuer's Telephone Number (732) 389-8950
                          --------------

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities  and Exchange Act of 1934 during the past
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.  Yes   X    No
               ---        ---

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock as of the latest practicable date.

         There were 5,210,125 outstanding shares of Common Stock, par value $.01
per share, as of August 8, 2000.



================================================================================


                                     Page 1


<PAGE>


                           PROGRAMMER'S PARADISE, INC.

                               Index to Form 10-Q

<TABLE>
<CAPTION>

                                                                                                    Page No.
                                                                                                    --------
<S>                                                                                                 <C>

PART I -- FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Condensed Consolidated Balance Sheets as of June 30, 2000
                  and December 31, 1999                                                                   3

                  Condensed Consolidated Statements of Operations and Comprehensive
                  Income (loss) for the six and three months ended June 30, 2000 and 1999                 4

                  Condensed Consolidated Statements of Cash Flows for the six and three months
                  ended June 30, 2000 and 1999                                                            5

                  Notes to Condensed Consolidated Financial Statements                                    6

         Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations.                                                              7

         Item 3.  Quantitative and Qualitative Disclosures about Market Risk                             12


PART II -- OTHER INFORMATION

         Item 1.  Legal Proceedings                                                                      13

         Item 4.  Submission of Matters to a Vote of security holders                                    13

         Item 6.  Exhibits and Reports on Form 8-K                                                       13

                  (a)   Exhibits
                  (b)   Reports on Form 8-K

</TABLE>


                                     Page 2


<PAGE>


                         PART I - FINANCIAL INFORMATION

                           PROGRAMMER'S PARADISE, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

                                     ASSETS

                                                   June 30,       December 31,
                                                     2000             1999
                                                  (Unaudited)       (Audited)
                                                  -----------     ------------
  Current Assets
    Cash and cash equivalents                     $    8,655       $   17,597
    Accounts receivable, net                          34,779           46,316
    Inventory - finished goods                         5,943            5,620
    Prepaid expenses and other current assets          3,204            4,468
    Deferred income taxes                              1,553            1,713
                                                  ----------       ----------
  Total current assets                                54,134           75,714

  Equipment and leasehold improvements, net            1,896            2,135
  Goodwill, net                                       14,092           14,543
  Other assets                                         1,337            1,505
  Deferred income taxes                                2,322            1,860
                                                  ----------       ----------
                                                  $   73,781       $   95,757
                                                  ==========       ==========

                                     LIABILITIES AND STOCKHOLDERS' EQUITY

  Current Liabilities
    Notes payable to banks                        $    1,328       $    2,628
    Accounts payable and accrued expenses             36,182           50,383
    Other current liabilities                          3,337            7,897
                                                  ----------       ----------
  Total current liabilities                           40,847           60,908

  Stockholders' equity
    Common stock                                          52               53
    Additional paid-in capital                        35,841           35,872
    Retained earnings                                    713            2,457
    Treasury stock                                    (1,325)          (1,356)
    Accumulated other comprehensive loss              (2,347)          (2,177)
                                                  -----------       ----------
  Total stockholders' equity                          32,934           34,849
                                                  -----------       ----------
                                                  $    73,781       $   95,757
                                                  ===========       ==========

  The accompanying notes are an integral part of these consolidated financial
  statements.


                                     Page 3


<PAGE>


                           PROGRAMMER'S PARADISE, INC.
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
                                   (Unaudited)

                      (In thousands, except per share data)


<TABLE>
<CAPTION>
                                                                      Six months ended                  Three months ended
                                                                          June 30,                           June 30,
                                                                          --------                           --------
                                                                    2000             1999              2000             1999
                                                                    ----             ----              ----             ----
<S>                                                               <C>               <C>               <C>              <C>

Net sales                                                         $104,635          $118,139          $ 51,949         $ 60,770

Cost of sales                                                       94,243           103,918            46,892           53,311
                                                                  --------          --------          --------         --------

Gross profit                                                        10,392            14,221             5,057            7,459

Selling, general and administrative expenses                        11,969            10,752             5,929            5,594

Amortization expense                                                   733               595               402              310
                                                                  --------          --------          --------         --------

Income (loss) from operations                                       (2,310)            2,874            (1,274)           1,555

Interest income (expense), net                                         (11)               39               (11)             (25)

Realized foreign exchange gain                                          20               201                33              220

Unrealized foreign exchange gain (loss)                               (236)              285              (177)              58
                                                                  --------          --------          --------         --------

Income (loss) before income taxes                                   (2,537)            3,399            (1,429)           1,808

Provision (benefit) for taxes                                         (793)            1,448              (385)             845
                                                                  ---------         --------          --------         --------

Net income (loss)                                                 $ (1,744)         $  1,951          $ (1,044)        $    963
                                                                  =========         ========          =========        ========

Net income (loss) per common share-Basic                          $ (0.35)          $    .38          $  (0.21)        $    .19
                                                                  --------          --------          --------         --------

Net income (loss) per common share-Diluted                        $ (0.35)          $    .36          $  (0.21)        $    .17
                                                                  --------          --------          --------         --------

Weighted average common shares outstanding-Basic                     4,982             5,083             4,984            5,174
                                                                  --------          --------          --------         --------

Weighted average common shares outstanding-Diluted                   4,982             5,483             4,984            5,555
                                                                  ---------         --------          --------         --------

Reconciliation of Net Income (Loss) to Comprehensive Income
(Loss):

Net income (loss)                                                $ (1,744)          $  1,951          $ (1,044)        $    963
                                                                 ---------          --------          --------         --------
Other comprehensive income (loss), net of tax:
      Foreign currency translation adjustments                       (172)             (762)              (70)            (325)
                                                                 ---------          --------          --------         --------
Comprehensive income (loss)                                      $ (1,916)          $  1,189          $ (1,114)        $    638
                                                                 =========          ========          =========        ========


 The accompanying notes are an integral part of these condensed consolidated financial statements.

</TABLE>


                                     Page 4


<PAGE>


                           PROGRAMMER'S PARADISE, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                 (In thousands)

<TABLE>
<CAPTION>
                                                                          Six months ended
                                                                               June 30,
                                                                               --------
                                                                         2000         1999
                                                                         ----         ----
<S>                                                                   <C>          <C>

Cash used for

Operations:
  Net income (loss)                                                   $  (1,744)   $   1,951
  Adjustments for non cash charges                                        1,518        1,212
  Changes in assets and liabilities                                      (6,979)     (13,046)
                                                                      ---------    ----------
Net cash used for operations                                             (7,205)      (9,883)
                                                                      ---------    ----------

Investing:

  Capital expenditures                                                     (437)        (602)
                                                                      ---------    ----------
Net cash used for investing activities                                     (437)        (602)
                                                                      ---------    ----------

Financing:
  Net proceeds from issuance of common stock/ increase in
  additional paid in capital                                                (30)        1,862
  Other                                                                      (1)          (62)
  Sale of treasury stock                                                     31           202
  Repayments under lines of credit                                       (1,300)       (2,435)
                                                                      ---------    ----------
Net cash used for financing activities                                   (1,300)         (433)
                                                                      ---------    ----------

Net decrease in cash and cash equivalents                             $  (8,942)   $  (10,918)
Cash and cash equivalents at beginning of period                         17,597        21,167
                                                                      ---------    ----------
Cash and cash equivalents at end of period                            $   8,655    $   10,249
                                                                      =========    ==========


  The accompanying notes are an integral part of these condensed consolidated financial statements.


</TABLE>


                                     Page 5


<PAGE>


                           PROGRAMMER'S PARADISE, INC.
                         NOTES TO CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS
                                  June 30, 2000


1.       The accompanying unaudited condensed consolidated financial  statements
         have been prepared in accordance  with  generally  accepted  accounting
         principles for interim financial  information and with the instructions
         to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
         include all of the  information  and  footnotes  required by  generally
         accepted accounting  principles for complete financial  statements.  In
         the  opinion  of  management,  all  adjustments  (consisting  of normal
         recurring accruals)  considered  necessary for a fair presentation have
         been  included.  Operating  results for the three and six months  ended
         June 30, 2000  are not  necessarily  indicative of the results that may
         be  expected  for  the  year  ended  December  31,  2000.  For  further
         information,  refer to the consolidated  financial statements and notes
         thereto  included in the  Company's  annual report on Form 10-K for the
         year-ended December 31, 1999.

2.       Assets and  liabilities of the foreign  subsidiaries,  all of which are
         located in Europe,  have been translated at current exchange rates, and
         related  revenues and expenses have been translated at average rates of
         exchange in effect during the year. Cumulative translation  adjustments
         have been classified within other comprehensive income (loss), which is
         a separate  component of  stockholders'  equity in accordance with FASB
         Statement No. 130, "Reporting Comprehensive Income".

3.       In June 1998,  the FASB issued  SFAS 133,  "Accounting  for  Derivative
         Instruments and Hedging  Activities." This Statement requires companies
         to record  derivatives  on the balance sheet as assets or  liabilities,
         measured at fair value.  Gains or losses  resulting from changes in the
         values of those derivatives would be accounted for depending on the use
         of the derivative and whether it qualifies for hedge  accounting.  SFAS
         133 will be effective for the Company's fiscal year ending December 31,
         2001.   Management  believes  that  this  Statement  will  not  have  a
         significant impact on the Company.

4.       The  following  table sets forth the  computation  of basic and diluted
         net income (loss) per share:
<TABLE>
<CAPTION>

                                                              Six months ended         Three months ended
                                                                      June 30,                  June 30,
                                                                      --------                  --------
                                                              2000       1999             2000       1999
                                                              ----       ----             ----       ----
<S>                                                        <C>         <C>             <C>        <C>

         Numerator:
          Net income (loss) for basic
           and diluted net income (loss) per share         (1,744)     1,951           (1,044)       963

         Denominator:
           Denominator for basic net income
            (loss) per share-weighted average
            common shares                                   4,982      5,083            4,984      5,174

           Denominator for diluted net income
            (loss) per share-adjusted weighted average
             common shares and assumed conversion           4,982      5,483            4,984      5,555

         Basic net income (loss) per common share           (0.35)      0.38            (0.21)      0.19

         Diluted net income (loss) per common share         (0.35)      0.36            (0.21)      0.17

</TABLE>


                                     Page 6


<PAGE>

Notes to Condensed Consolidated Financial Statements (continued)

5.       Subsequent Events

                  On  August  2,  2000,  the  Company  and  PC-Ware  Information
         Technologies  AG ("PC-Ware") of Leipzig,  Germany  executed a letter of
         intent, which contemplates the purchase by PC-Ware of 100% of the stock
         of  the  Company's  European  subsidiaries for  14.5  million Euros, of
         which approximately 70% will be paid in cash at the time of closing and
         the  remainder  in shares of PC-Ware.  Under the terms of the letter of
         intent, a definitive purchase agreement must be executed by October 23,
         2000.

         On August 10, 2000, the Company and PNC Bank, National Association (the
         "Lender")   entered   into  a   forbearance   agreement   ("Forbearance
         Agreement")   whereby  (i)  the  Lender  has  agreed  to  forbear  from
         exercising its rights and remedies arising as a result of defaults then
         outstanding  until  December 31, 2000 (unless  certain  other events of
         default  occur  prior to such  date),  (ii) the amount the  Company can
         borrow  has been  reduced  from $7.5  million  to the  lesser of (x) $2
         million and (y) 60% of certain of the  Company's  accounts  receivable,
         (iii) the  expiration  date has been  extended to December 31, 2000 and
         (iv) the Company  paid a fee of $40,000 to the Lender and a field audit
         cost of about $9,000.

                  Under the  Forbearance  Agreement  the amount  borrowed  bears
         interest at PNC's  Prime Rate (8.5% at August 10,  2000) plus 1%. As of
         August  10,   2000,   the  Company  had   outstanding   borrowings   of
         approximately $328,000 under the Letter Agreement.


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

Overview

         Programmer's Paradise,  Inc. is a recognized  international marketer of
software   targeting  the  software   development  and  Information   Technology
professionals within enterprise organizations.  The Company operates principally
through  five  distribution  channels  in North  America  and Europe - Internet,
catalog, direct sales, telemarketing, and wholesale distribution. Internet sales
encompass the Company's domestic and international web sites. Catalog operations
include  worldwide  catalog  sales,  advertising  and  publishing.  Direct sales
operations include  Programmer's  Paradise Corporate Sales in the United States,
Programmer's  Paradise Canada in Ontario,  Canada, ISP*D International  Software
Partners GmbH ("ISP*D"),  a wholly owned  subsidiary in Munich,  Germany,  ISP*F
International  Software Partners France SA ("ISP*F"),  a wholly owned subsidiary
in Paris,  France,  and  Logicsoft  Holding  BV  ("Logicsoft"),  a wholly  owned
subsidiary located in Amsterdam,  The Netherlands.  Telemarketing operations are
presently  conducted  in the United  States,  Germany  and the  United  Kingdom.
Wholesale operations include distribution to dealers and large resellers through
Lifeboat  Distribution Inc. in the United States and Lifeboat  Associates Italia
Srl ("Lifeboat  Italy") in Milan,  Italy, also subsidiaries of the Company.  The
United   States   website   addresses   are    www.programmersparadise.com   and
www.supershops.com.  Information  contained  on our web sites is not, and should
not be deemed to be, a part of this report.


Letter of Intent to sell European Operations

         On August 2, 2000, the Company and PC-Ware Information  Technologies AG
("PC-Ware") of Leipzig,  Germany executed a letter of intent, which contemplates
the  purchase  by  PC-Ware  of  100%  of  the  stock  of the  Company's European
subsidiaries for  14.5 million Euros, of which approximately 70% will be paid in
cash at the time of closing and the  remainder  in shares of PC-Ware.  Under the
terms of the letter of intent, a definitive  purchase agreement must be executed
by October 23, 2000.

         The  purchase  will  require the  approval of the  stockholders  of the
Company  and is  subject  to  execution  of a  definitive  agreement  containing
customary  representatives and conditions.  The purchase is expected to close in
December 2000.

         PC-Ware is a specialist  service provider and developer for information
technology  with a focus on software and  associated  services.  PC-Ware's  full
service  concept  includes  not only  procurement  and  license  management  for
software, but also customized consulting and support services. PC-Ware is one of
the three largest Microsoft Select partners in Germany.


                                     Page 7


<PAGE>


Results of Operations

                  The  following  table  sets  forth for the  periods  indicated
certain financial information derived from the Company's  consolidated statement
of operations expressed as a percentage of net sales.

<TABLE>
<CAPTION>

                                                                       Six months ended           Three months ended
                                                                           June 30,                     June 30,
                                                                           --------                     --------
                                                                      2000          1999          2000         1999
                                                                      ----          ----          ----         ----
<S>                                                                  <C>          <C>           <C>          <C>

Net Sales                                                             100.0%       100.0%        100.0%       100.0%
Cost of Sales                                                          90.1         88.0          90.3         87.7
                                                                      -----        -----         -----        -----
Gross Profit                                                            9.9         12.0           9.7         12.3
Selling, general and administrative expenses                           11.4          9.1          11.4          9.2
Amortization expense                                                    0.7          0.5           0.8          0.5
                                                                      -----        -----         -----        -----
Income (loss) from operations                                          (2.2)         2.4          (2.5)         2.6
Interest income (expense), net                                          0.0          0.0           0.0          0.0
Realized foreign exchange gain                                          0.0          0.2           0.0          0.4
Unrealized foreign exchange gain (loss)                                (0.2)         0.3          (0.3)         0.0
                                                                      -----        -----         -----        -----
Income (loss) before income taxes                                      (2.4)         2.9          (2.8)         3.0
Income taxes                                                            0.7         (1.2)          0.8         (1.4)
                                                                      -----        -----         -----        -----
Net income  (loss)                                                     (1.7)%        1.7%         (2.0)%        1.6%
                                                                      -----        -----         -----        -----
</TABLE>

Net Sales

         Net sales of the Company represents the gross  consolidated  revenue of
the Company  less  returns.  Although  net sales  consist  primarily of sales of
software,  revenue from  marketing  services and  advertising  is also  included
within net sales.  Net sales for the quarter  ended June 30, 2000  decreased  by
$8.8 million or 15%, to $51.9 million, over the same period in 1999. For the six
months ended June 30, 2000, net sales decreased by $13.5 million or 11% over the
six months  ended June 30,  1999.  The  decline in revenue  for both  periods is
primarily  attributed to a change in the buying  patterns of our larger European
customers and a new sales directive to increase our non-Microsoft publisher base
of products.

         Direct  sales  revenues  decreased by 24% or $9.0 million for the three
months ended June 30, 2000 compared to the same period in 1999.  Sales increased
by 8% or $0.3 million in the United States,  while sales  decreased in Europe by
27% or $9.3  million.  For the six months  ended  June 30,  2000,  Direct  sales
decreased by 21% or $15.4 million for the comparable period in 1999. The decline
in revenue is  attributable  to the change in the buying  patterns of our larger
European customers.

         Consolidated  Catalog and Telemarketing  revenues slightly decreased 3%
or $0.6 million for the three months ended June 30, 2000.  Catalog  sales in the
United States  decreased by 10% or $1.4 million,  while  Canadian  Catalog sales
increased by 19% or $0.3  million.  European  Catalog  sales grew by 15% or $0.6
million.  For the six months  ended June 30,  2000,  Catalog  revenues  slightly
increased by 1% or $0.4 million for the comparable period in 1999.

         Revenues for the Distribution channel increased 18% or $0.8 million for
the three months  ended June 30,  2000.  For the six months ended June 30, 2000,
Distribution revenues increased by 16% or $1.4 million for the comparable period
in 1999.  The  increase in revenues  resulted  from new  publisher  distribution
agreements signed in the United States and Europe.

         Consolidated  Internet sales revenues  increased by 18% or $0.7 million
for the three  months  ended June 30, 2000  compared to the same period in 1999.
For the six months ended June 30, 2000,  Internet  revenues  increased  31% year
over year.  This  increase in revenue is  primarily  attributable  to  increased
product offerings on the Company's  website,  as well as the increased number of
titles available for download.


                                      Page 8


<PAGE>


         Geographically,  approximately 58% and 64% of the revenues were derived
from the European  operations for the three months ended June 30, 2000 and 1999,
respectively.  For the six months ended June 30, 2000 and 1999 these percentages
amount to approximately 59% and 65%, respectively.

Gross Profit

         Gross profit  represents the difference  between net sales and costs of
sales.  Cost of sales is composed  primarily  of amounts  paid by the Company to
publishers and vendors plus catalog  printing and mailing  costs.  Publisher and
vendor rebates are credited  against cost of sales.  For the three-month  period
ended June 30, 2000, gross profit as a percentage of sales decreased from 12.3 %
to 9.7% over the same period in 1999.  Gross profit in absolute  dollars for the
three-month  period ended June 30, 2000  decreased by $2.4 million over the same
period of the previous  year.  For the six months ended June 30, 2000, the gross
profit decreased by $3.8 million or 27% for the same comparable  period in 1999.
These  decreases  are mainly  attributable  to a shift in sales mix  through the
Company's  distribution channels as a result of additional competitive pressures
within the direct sales channel.

         The mix of  products  sold and the mix of  distribution  channels  have
affected gross margins.  Historically, the gross margins attained in the catalog
channel have been higher than either the direct sales or distribution  channels.
Margins  within the direct sales  channel are also subject to mix  variations as
Microsoft Select License sales typically produce lower gross margin results. The
emergence of the Internet as a viable commerce  channel has provided the Company
another   competitive  means  to  reach  its  customer  base  and  compete  more
effectively in the market place.

Selling, General and Administrative Expenses

         Selling,  general  and  administrative  ("SG&A")  expenses  include all
corporate personnel costs (including salaries and health benefits), depreciation
and amortization,  non-personnel-related  marketing and administrative costs and
the provision for doubtful  accounts.  Depreciation  and  amortization  consists
primarily of equipment depreciation and leasehold improvements amortization.

         SG&A expenses  increased by 6% for the three months ended June 30, 2000
compared to the same period in 1999.  SG&A expenses in absolute  dollars for the
three-month  period ended June 30, 2000  increased by $0.3 million when compared
to the same  period  in 1999.  For the six  months  ended  June 30,  2000,  SG&A
expenses  increased  by $1.2 million or 11% for the  comparable  period in 1999.
This  increase  mainly  reflects  additional  compensation  expense  and related
recruiting fees associated with Corporate sales,  Catalog marketing and Internet
teams.

         Geographically,  the North America  operation of the Company  accounted
for  approximately  49% and 47% of total SG&A  expenditure  for the three months
ended June 30, 2000 and 1999,  respectively.  For the six months  ended June 30,
2000 and 1999, these percentages are approximately 52% and 43%, respectively.


                                     Page 9


<PAGE>


Amortization Expense

         Amortization  expense  includes the  systematic  write-off of goodwill.
Amortization  expense  for the three  months  ended June 30, 2000  increased  by
$92,000 as compared to the same  period in 1999.  For the six months  ended June
30,  2000,  amortization  expense  increased by $138,000 as compared to the same
period in 1999.  This  increase  reflects  the  amortization  of the  additional
capitalized  software  purchased toward the end of 1999 in the United States, as
well as a one time write off of the goodwill associated with a customer database
in France of $71,000.

Interest, net

         Net interest expense for the three months ended June 30, 2000 decreased
to $11,000  compared to $25,000 for the same period in 1999.  For the six months
ended June 30,  2000,  net  interest  expense was  $11,000  compared to interest
income of $39,000 for the  comparable  period in 1999.  The increase for the six
month period ended June 30, 2000 is  attributable  to the costs  associated with
the borrowings under the line of credit.

Realized foreign exchange gain (loss)

         Realized foreign exchange gain for the three months ended June 30, 2000
was $33,000  compared to $220,000 in the same period in 1999.  The realized gain
during 1999 was due to the repayment of the Dutch Guilder loan.  This  repayment
resulted in a realized foreign exchange gain of approximately  $185,000. For the
six months ended June 30, 2000, the realized  foreign  exchange gain was $20,000
as compared to $201,000 for the same comparable period in 1999.

Unrealized foreign exchange gain (loss)

         Unrealized  foreign  exchange  loss for the three months ended June 30,
2000 was $177,000  compared to a unrealized  foreign exchange gain of $58,000 in
the same period in 1999.  For the six months ended June 30, 2000, the unrealized
foreign  exchange  loss was  $236,000 as compared to a gain of $285,000  for the
comparable  period in 1999. The Company does not hedge its net asset exposure to
fluctuations in the  US Dollar  against any such local currency  exchange rates.
Although the Company does maintain  bank accounts in local  currencies to reduce
currency exchange fluctuations,  the Company is, nevertheless,  subject to risks
associated with such fluctuations.

Income Taxes

         The  Company  recorded a benefit for income  taxes of $385,000  for the
three months ended June 30,  2000,  compared to a provision  for income taxes of
$845,000 for the same period in 1999. As a percentage of income before taxes the
effective tax rate for income tax decreased from 47% in 1999 to 27% in 2000. For
the six months  ended June 30, 2000,  the Company  recorded a benefit for income
taxes of $793,000 as compared to a provision for income taxes of $1,448,000  for
the comparable period in 1999. For the six months,  effective tax rate decreased
from 43% in 1999 to 31% in 2000. The fluctuations in the Company's effective tax
rate  reflect  the  negative  impact  of  certain   unprofitable   international
subsidiaries whose current period losses had no offsetting tax benefits.

Net Income (Loss)

         Net loss for the quarter ended June 30, 2000 was $1,044,000 or $.21 per
share on a diluted basis with  approximately  4,984,000  weighted average common
shares  outstanding  compared  to net income of  $963,000 or $.17 per share on a
diluted  basis with  approximately  5,555,000  weighted  average  common  shares
outstanding  for the same period of the previous  year. For the six months ended
June 30, 2000, net loss was $1,744,000 or $.35 per share on a diluted basis with
approximately  4,982,000 weighted average common shares outstanding  compared to
net income of $1,951,000 or $.36 per share on a diluted basis with approximately
5,483,000  weighted  average common shares  outstanding  for the same comparable
period in 1999.


                                    Page 10


<PAGE>


Liquidity and Capital Resources

         The  Company's  primary  capital  needs  have been to fund the  working
capital  requirements  created by its continued expansion and enhancement of its
sales distribution  channels.  The Company had cash and cash equivalents of $8.7
million and net working capital of $13.3 million at June 30, 2000.

         Net cash used for  operations was $7.2 million for the six months ended
June 30, 2000 compared  with $9.8 million of cash used for operating  activities
in the same period of the previous year. Cash was primarily used for a reduction
in accounts payable and accrued  liabilities  (approximately  $14.2 million) and
other  current  liabilities  (approximately  $4.6  million)  and  offset  by the
decrease in accounts receivable (approximately $11.5 million).

         Net cash used for  financing  was $1.3 million for the six months ended
June 30, 2000 compared to $0.4 million in the same period of the previous  year.
The current years activity  reflects the repayments  under the Company's line of
credit.

         Net cash used for  investing  activities  remained flat at $0.4 million
for the six months ended June 30, 2000  compared  with $0.6 million for the same
period in 1999. Cash was primarily used to purchase fixed assets and capitalized
software.

         The Company and PNC Bank,  National  Association (the "Lender") entered
into a letter  agreement,  dated  February  24, 1998 (the  "Letter  Agreement"),
providing for a line of credit of up to $7.5 million. The Company and the Lender
executed  amendment no. 1 to the Letter  Agreement,  dated June 30, 1999,  which
extended  the  expiration  date to March 31,  2000.  The  Company and the Lender
executed a second amendment, dated March 31, 2000, which extended the expiration
date to June 30, 2000.

         On  August  10,  2000,  the  Company  and  the  Lender  entered  into a
forbearance  agreement  ("Forbearance  Agreement")  whereby  (i) the  Lender has
agreed to forbear from exercising its rights and remedies arising as a result of
defaults then  outstanding  until December 31, 2000 (unless certain other events
of default occur prior to such date), (ii) the amount the Company can borrow has
been  reduced  from $7.5  million to the lesser of (x) $2 million and (y) 60% of
certain of the Company's accounts receivable, (iii) the expiration date has been
extended to December  31, 2000 and (iv) the Company paid a fee of $40,000 to the
Lender and a field audit cost of about $9,000.

         Under the  Forbearance  Agreement the amount borrowed bears interest at
PNC's Prime Rate (8.5% at August 10, 2000) plus 1%. As of August 10,  2000,  the
Company had outstanding  borrowings of  approximately  $328,000 under the Letter
Agreement.

Forward-Looking Statements

         This report includes "forward-looking statements" within the meaning of
Section 21E of the  Securities  Exchange Act of 1934, as amended.  Statements in
this  report  regarding  future  events  or  conditions,   including  statements
regarding  industry  prospects and the Company's  expected  financial  position,
business and  financing  plans,  are  forward-looking  statements.  Although the
Company  believes  that  the  expectations  reflected  in  such  forward-looking
statements are reasonable,  it can give no assurance that such expectations will
prove to have been correct. Important factors that could cause actual results to
differ  materially from the Company's  expectations are disclosed in this report
as well as the Company's  most recent  annual  report on Form 10-K,  and include
risks and  uncertainties  related to the  continued  acceptance of the Company's
distribution  channel by vendors  and  customers,  the timely  availability  and
acceptance of new products,  and  contribution of key vendor  relationships  and
support  programs,  as  well  as  factors  that  affect  the  software  industry
generally.


                                     Page 11


<PAGE>


         The  Company  operates  in a rapidly  changing  business,  and new risk
factors emerge from time to time.  Management  cannot predict every risk factor,
nor can it assess the impact,  if any, of all such risk factors on the Company's
business or the extent to which any factor, or combination of factors, may cause
actual results to differ materially from those projected in any  forward-looking
statements. Accordingly, forward-looking statements should not be relied upon as
a  prediction  of actual  results and readers are  cautioned  not to place undue
reliance  on these  forward-looking  statements,  which  speak  only as of their
dates.  The Company  undertakes no  obligation to publicly  update or revise any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Foreign Operations

         In  addition  to  its  activities  in  the  United  States,  58% of the
Company's  sales for the three month period  ended June 30, 2000 were  generated
internationally.  Foreign  operations are subject to general risks  attendant to
the  conduct  of  business  in  each   foreign   country,   including   economic
uncertainties  and each  foreign  government's  regulations.  In  addition,  the
Company's international business may be affected by changes in demand or pricing
resulting from fluctuations in currency exchange rates or other factors.


                                     Page 12


<PAGE>


                           PART II - OTHER INFORMATION


Item 1. Legal Proceedings

         The Company is subject to certain  legal  proceedings  and claims which
have arisen in the  ordinary  course of  business  and which have not been fully
adjudicated.   The  results  of  legal  proceedings  cannot  be  predicted  with
certainty;  however,  in the opinion of management,  the Company does not have a
potential  liability related to any legal proceedings and claims that would have
a material adverse effect on its financial condition or results of operations.

Item 4. Submission of Matters to a Vote of Security Holders

         The Company held its Annual  Meeting of  Stockholders  (the  "Meeting")
during the fiscal quarter ended June 30, 2000.

         (a)   The date of the Meeting was June 13, 2000.

         (b)   At the meeting, the  following  persons were elected as directors
               of the  Company, each  receiving  the  number  of votes set forth
               opposite their names below:

                                            For          Against      Abstain
                                         ---------     ----------     -------
               William Willett           4,162,123       403,815         -
               F. Duffield Meyercord     4,206,923       359,015         -
               Edwin H. Morgens          4,206,923       359,015         -
               Allan D. Weingarten       4,206,923       359,015         -

         (c)   The Stockholders also ratified the selection of Ernst & Young LLP
               as the independent auditors of the Company. Such ratification was
               approved as follows:

                  For                    Against                   Abstain
               ---------                 -------                   -------
               4,557,288                  5,800                     2,850


Item 6. Exhibits and Reports on Form 8-K

         (a)  Exhibits

              10.41      Forbearance  Agreement, dated as of August 10, 2000, by
                         and  among  the  Company,   Corsoft,   Inc.,   Lifeboat
                         Distribution, Inc. and  Programmer's Paradise Catalogs,
                         Inc., as Obligors and PNC Bank,  National  Association,
                         as Lender.

              27.        Financial Data Schedule.

         (b)  Reports on Form 8-K

         The  Company  did not file any  reports  on Form 8-K  during  the three
months ended June 30, 2000.


                                     Page 13


<PAGE>


                                   SIGNATURES


         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.



                                 PROGRAMMER'S PARADISE, INC.



   August 14, 2000               By:  /s/William H. Sheehy
---------------------                -------------------------------------------
        Date                         William H. Sheehy, Chief Financial Officer,
                                     Vice President of Finance


                                     Page 14


<PAGE>


                                  EXHIBIT INDEX


         Exhibit
         Number               Description of Exhibits
         -------              -----------------------

          10.41          Forbearance  Agreement, dated as of August 10, 2000, by
                         and  among  the  Company,   Corsoft,   Inc.,   Lifeboat
                         Distribution, Inc. and Programmer's  Paradise Catalogs,
                         Inc., as Obligors and PNC Bank,  National  Association,
                         as Lender.

          27.           Financial Data Schedule.


                                     Page 15


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.41
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>FOREBARANCE AGREEMENT
<TEXT>


                              FORBEARANCE AGREEMENT

         THIS FORBEARANCE  AGREEMENT (the  "Agreement"),  is made as of the 10th
day of August 2000 by and among  PROGRAMMER'S  PARADISE,  INC.,  CORSOFT,  INC.,
LIFEBOAT   DISTRIBUTION,   INC.  and  PROGRAMMER'S   PARADISE   CATALOGS,   INC.
(collectively the "Obligors"),  and PNC BANK, NATIONAL  ASSOCIATION,  a national
banking association (the "Lender").

                                   WITNESSETH:

         WHEREAS,  the  Obligors and the Lender  entered  into a certain  Letter
Agreement  dated  February 24, 1998 (the "Letter  Agreement")  providing for the
terms  and  conditions  of a Line of  Credit  Loan up to the  maximum  amount of
$7,500,000 (the "Loan") to the Obligors;

         WHEREAS,  the Obligors  executed a Committed  Line of Credit Note dated
February 28, 1998 (the "Note") in favor of the Lender for  repayment of the Loan
under the terms and  conditions  set forth in the  Letter  Agreement,  which was
incorporated into the Note;

         WHEREAS,  the Note  provided  for  interest  to  accrue on the basis of
either the  Lender's  Prime Rate or the Euro Rate,  as defined  therein,  at the
Obligors' option, and for all sums outstanding under the Note to be repaid on or
before June 30, 1999 (the "Expiration Date");

         WHEREAS, repayment of the Loan was secured by the Obligors' pledge of a
security interest in the personalty of each of the Obligors (the  "Collateral"),
as more fully set forth in certain  Security  Agreements dated December 31, 1997
and executed by each of the Obligors (the "Security Agreements");

         WHEREAS,  to  further  secure  repayment  of  the  Loan,   Programmer's
Paradise,  Inc. ("PPI") executed a Pledge Agreement dated December 31, 1997 (the
"Pledge Agreement")  pledging to the Lender all or a portion of its stock in the
other Obligors and in other related entities (the "Stock");

         WHEREAS,  the  Obligors and the Lender  executed an  Amendment  No.1 to
Letter  Agreement dated June 30, 1999,  which modified certain terms of the Loan
including  extending  the  Expiration  Date to March  31,  2000  (the  "Extended
Expiration Date");

         WHEREAS,  the  Obligors and the Lender  executed a Second  Amendment to
Loan Documents dated March 31, 2000,  which modified  certain terms of the Loan,
including  extending the Extended  Expiration  Date to June 30, 2000 (the "Final
Expiration Date");

         WHEREAS,  the principal balance due under the Loan as of August 1, 2000
is $328,086.56, without defense, offset or counterclaim;

Request for Forbearance:

         WHEREAS,  the  Obligors are in default of their  obligations  under the
Loan and the documents  executed in connection  therewith (the "Loan Documents")
as a result of their failure


<PAGE>


to pay all sums due upon the Final  Expiration  Date,  the Obligors'  failure to
maintain certain of the financial  covenants set forth in the Loan Documents and
PPI's failure to deliver the Stock to the Lender in  accordance  with the Pledge
Agreement;

         WHEREAS,  all  amounts  outstanding  under  the  Loan  are  now due and
payable;

         WHEREAS,  the  Obligors  have  requested  that the Lender  forbear from
pursuing its rights and remedies under the Loan Documents to permit the Obligors
an opportunity to refinance their obligations thereunder; and

         WHEREAS,  the  Lender  has  agreed  to  forbear  under  the  terms  and
conditions set forth herein.

                                    AGREEMENT
                                    ---------

         NOW  THEREFORE,  for and in  consideration  of the premises  (which are
deemed herein contained) and other good and valuable consideration,  the receipt
and adequacy of which are hereby acknowledged, the parties agree as follows:

1.       RECITALS INCORPORATED.
         ---------------------
         The  Recitals  set forth  above  are true and  correct  and are  hereby
incorporated into this Forbearance Agreement as if set forth at length herein.

2.       PRINCIPAL AMOUNTS OUTSTANDING.
         -----------------------------
         The Obligors and the Lender  acknowledge  that as of July 31, 2000, the
amount due under the Loan is  $328,086.56  (the  "Indebtedness"),  consisting of
$328,000 in outstanding principal and $86.56 in accrued and unpaid interest. The
Obligors and the Lender hereby represent,  warrant and confirm that there are no
set-off rights,  claims or causes of action of any nature  whatsoever  which the
Obligors have or may assert against the Lender with respect to the Loan and Loan
Documents as of the date hereof.


3.       FORBEARANCE TERMS.
         -----------------
         The Obligors  have  requested and the Lender has agreed to forbear from
pursuing  its rights and  remedies  under the Loan until  December 31, 2000 (the
"Forbearance Period") under the following terms and conditions:

         (a)  Lender agrees to continue to extend funds under the Loan up to the
              maximum  aggregate  principal  amount of the lesser of  $2,000,000
              (the "New Loan Amount")or 60% of the Obligors'  Qualified Accounts
              Receivable,  defined as those accounts  receivable  which are less
              than  ninety  (90) days  past due from date of sale,  are due from
              domestic and unrelated companies and are approved by Lender;

         (b)  The Obligors shall make timely payments under the Loan as if there
              had been no defaults thereunder,  with payments made thereunder to
              be applied in accordance  with the terms of the Loan  Documents as
              long as there is no Event of Default,  as defined herein, with all
              outstanding  principal  and accrued and unpaid  interest due on or
              before December 31, 2000;


                                     Page 2


<PAGE>

         (c)  The  Obligors  are no longer  permitted  to  utilize  the Loan for
              stand-by letters of credit and funds extended under the Loan shall
              only be made in the lawful currency of the United States;

         (d)  The  Obligors   shall  deliver  to  the  Lender   borrowing   base
              certificates,  in the form  previously  delivered  to the  Lender,
              bi-monthly,  on or before the 10th and 25th days of each month for
              the previous month, beginning in August 2000;

         (e)  During the  Forbearance  Period,  interest  shall accrue under the
              Loan at the Lender's Prime Rate plus one percent (1%);

         (f)  Upon the  Obligors'  execution of this  Agreement,  payment by the
              Obligors to the Lender,  of a fee of 2% of the New Loan Amount, or
              $40,000, in immediately available funds;

         (g)  On or before execution of this Agreement, payment to the Lender in
              immediately  available  funds  of all  expenses  related  to  this
              Agreement,  including  but not  limited to the field audit fees of
              $8,795.10 and  attorney's  fees and costs  estimated not to exceed
              $3,500;

         (h)  Within five (5) days of a written request from Lender,  payment in
              immediately  available  funds  of any  additional  costs  and fees
              incurred in  connection  with this  Agreement,  including  without
              limitation, fees for a second field audit, such fees not to exceed
              $9,000,  to occur prior to October 31, 2000,  which  reimbursement
              obligation shall survive the termination of this Agreement and any
              Loan Document;

         (i)  The Obligors'  consolidated  net loss,  for the  six-month  period
              ending June 30,  2000,  shall not exceed  $2,000,000  and, for the
              nine-month  period  ending  September  30, 2000,  shall not exceed
              $2,250,000;

         (j)  In  addition  to the  financial  reporting  contained  in the Loan
              Documents,  the  Obligors  shall  deliver  to the  Lender  monthly
              unaudited  financial  statements  and  accounts  receivable  aging
              reports, which shall include current lists of all account debtors,
              including the address and contact person for each;

         (k)  The  following  financial  covenants  are hereby waived during the
              Forbearance  Period:  the Current Ratio,  Domestic Leverage (Total
              Liabilities/Total    Net    Worth)    and    Consolidated    Total
              Liabilities/Total Net Worth;

         (l)  Within five (5) days of a request from Lender,  the Obligors shall
              execute UCC-1 Financing  Statements to perfect Lender's  interests
              in any of the collateral  pledged as security for repayment of the
              Loan;

         (m)  There shall be no defaults under the Loan Documents other than the
              existing defaults set forth in the Recitals above, and no Event of
              Default under this Agreement.


                                     Page 3


<PAGE>


4.       NO WAIVER; FORBEARANCE; CUMULATIVE REMEDIES.
         -------------------------------------------
         The execution of this Forbearance Agreement and the consummation of the
forbearance transaction  contemplated in this Forbearance Agreement are not, and
shall not be deemed to  constitute,  a  waiver,  except as  expressly  set forth
herein,  or cure of any default  arising prior or subsequent to the date of this
Forbearance  Agreement,  nor shall it  constitute a  reinstatement  of the terms
described in the Loan Documents. The Obligors acknowledge that (i) the events of
default  which exist as of the date of execution of this  Agreement are material
defaults  under the Loan  Documents,  (ii) they are unable to cure the  existing
defaults and have requested that the Lender forbear from exercising their rights
to proceed  against them in respect of the  defaults.  In  consideration  of the
Obligors  entering  into and  fully  performing  their  obligations  under  this
Forbearance Agreement,  the Lender has agreed to such forbearance.  In the event
that an Event of Default occurs and continues hereunder, the Lender shall not be
bound by its  agreement to forbear and may  immediately  exercise its rights and
remedies under the Loan Documents and under  applicable  law. The Obligors agree
that no delay on the part of  Lender  in  exercising  any  power or right  shall
operate as a waiver of any such power or right or preclude the further  exercise
of any  other  power or  right.  The  remedies  herein  are  cumulative  and not
exclusive of any remedies  provided by law. Notice to or demand in circumstances
under which the terms of this  Agreement  do not  require  such demand or notice
shall not entitle  the  Obligors to further  notice or demand nor  constitute  a
waiver of the  rights of Lender  to take any  other or  further  action  without
notice or demand.


5.       RELEASE OF LENDER.
         -----------------
         As additional  consideration  for the  forbearance as set forth herein,
Obligors  hereby remise,  release,  waive and forever  discharge  Lender and its
predecessors,  successors and assigns,  their parents,  subsidiaries,  officers,
directors, members, shareholders, agents, employees, representatives,  attorneys
and any affiliated companies, their parents, subsidiaries,  officers, directors,
shareholders,  agents,  employees,  representatives and attorneys (collectively,
the "Released Parties") from, any and all claims, demands,  damages,  actions or
causes  of action  whatsoever,  known or  unknown,  from the  beginning  of time
through the date of this Forbearance Agreement, related to the Loan Documents or
the administration of any of the above.


6.       FORBEARANCE AGREEMENT CONTROLS.
         ------------------------------
         In the event of a conflict  betwee n  the terms and  conditions of this
Forbearance  Agreement and the terms and conditions of the Loan  Documents,  the
terms and conditions of this Forbearance Agreement shall control.


7.       INDEMNIFICATION.
         ---------------
         (a) The Obligors hereby indemnify and agree to protect, defend and hold
harmless the Lender,  any entity which  "controls" the Lender within the meaning
of Section 15 of the  Securities  Act of 1933,  as amended,  or is under  common
control with the Lender, and any member,  officer,  director,  official,  agent,
employee or attorney of the Lender, and their respective heirs,  administrators,
executors,  successors and assigns  (collectively,  the "Indemnified  Parties"),
from and against any and all losses,  damages,  expenses or  liabilities  of any
kind or nature  and from any  suits,  claims or  demands,  including  reasonable
attorneys'  fees  incurred


                                     Page 4


<PAGE>


defending  such  claim,  suffered  by any of them and  caused by,  relating  to,
arising out of, resulting from, or in any way connected with the Loan Documents,
this Forbearance  Agreement or the transactions  contemplated  therein or herein
including,  without  limitation:  (i) any untrue  statement  of a material  fact
contained in information  submitted to Lender by the Obligors or the omission of
any material fact necessary to be stated therein in order to make such statement
not misleading or incomplete; and (ii) the failure of any Obligor to perform any
obligations  herein  required to be performed by the  Obligors,  except that the
Obligors shall not be required to indemnify the Lender for its gross  negligence
or willful  misconduct.  In case any action shall be brought against Lender,  or
any other  Indemnified Party in respect to which indemnity may be sought against
the Obligors,  Lender, or such other Indemnified Party shall promptly notify the
Obligors and the Obligors shall assume the defense  thereof,  and the payment of
all costs and expenses.  Lender may select and employ counsel, provided that the
Obligors shall pay all of such counsel's fees,  expenses and  disbursements  and
the Obligors shall  indemnify  Lender for any loss  associated with or resulting
from such  representation.  The failure of Lender to so notify any Obligor shall
not relieve  the  Obligors of any  liability  they may have under the  foregoing
indemnification  provisions or from any liability  which they may otherwise have
to Lender,  or any of the other Indemnified  Parties,  except to the extent such
failure to notify  results in  unreasonable  prejudice to the  Obligors.  Lender
shall not be liable for any settlement of any such action effected without their
written  consent,  but if settled with the Obligors'  consent,  or if there be a
final  judgment  for the  claimant in any such  action,  the  Obligors  agree to
indemnify  and save  harmless  Lender from and against any loss or  liability by
reason of such settlement or judgment.

         (b) The  provisions  of this  Section  shall  survive  the term of this
Agreement and the repayment or other satisfaction of the Loan.

8.       NO NOVATION.
         -----------
         It is the  intention  of  the  parties  hereto  that  this  Forbearance
Agreement  shall not constitute a novation and shall in no way adversely  affect
or impair the lien priority of any of the Loan Documents.

9.       SURVIVAL PROVISIONS.
         -------------------
         The  covenants,  representations  and  obligations  contained  in  this
Forbearance   Agreement   shall  survive  the  execution  of  all   transactions
contemplated by this Forbearance Agreement, and this Forbearance Agreement shall
bind and benefit  the  parties  hereto and their  respective  heirs,  executors,
administrators, personal representatives, successors and assigns.

10.      ENTIRE AGREEMENT.
         ----------------
         (a) This Forbearance Agreement, and any document executed in connection
herewith,  contains  all  of  the  covenants,  representations,  warranties  and
agreements  between the parties  with respect to the subject  matters  contained
herein, and supercedes all prior agreements and understandings, both written and
oral, between the parties with respect to the subject matter hereof. The parties
to this Forbearance Agreement acknowledge that all the terms of this Forbearance
Agreement  were  negotiated at arm's length and after  adequate and  independent
investigation on their respective parts and that this Forbearance  Agreement and
all  documents  executed in  connection  therewith  were  prepared  and executed
without  duress,  undue  influence  or coercion of any kind exerted by any party
upon the other.

         (b) Each party  acknowledges  and confirms  that it has not relied upon
Lender or any officer, director or employee of the Lender, or upon the advice of
any  but  its  own  accountants  or


                                     Page 5


<PAGE>


counsel,  concerning  any  aspect  of  the  transactions  contemplated  by  this
Forbearance  Agreement  including,  without  limitation,  the  tax  implications
thereof and the representations herein made.


11.      FURTHER ASSURANCES.
         ------------------
         The parties  hereto agree to execute all such further  instruments  and
take all such  further  action that may be  reasonably  required by any party to
fully effectuate the terms and provisions of this Forbearance  Agreement and the
transaction contemplated herein.


12.      PARTICIPATIONS.
         --------------
         Lender expressly retains and reserves its rights to sell and assign its
interests  under the Loan  Documents  and this  Forbearance  Agreement and fully
disclose its files in connection with the Loan Documents,  and/or any collateral
pledged  in  connection  therewith,  to  potential  purchasers  of the  Lender's
interests under the Loan Documents.


13.      NO MODIFICATION OF FORBEARANCE AGREEMENT EXCEPT IN WRITING.
         ----------------------------------------------------------
         The within Forbearance  Agreement encompasses all the forbearance terms
between  the  parties,  notwithstanding  any verbal  communications  between the
parties.  No further  forbearance  terms  shall be deemed  effective,  unless in
writing, executed by both parties. The parties hereto acknowledge the provisions
of  N.J.S.A.  25:1-5,  which  precludes  enforcement,  inter  alia,  of any oral
promises  relating to  extensions  of credit and agree that its  provisions  are
fully applicable to this Forbearance Agreement.


14.      WAIVER OF JURY TRIAL.
         --------------------
         THE OBLIGORS  AND THE LENDER  HEREBY WAIVE ANY RIGHT TO REQUEST A TRIAL
BY JURY IN ANY  LITIGATION  WITH RESPECT TO ANY ASPECT OF THIS  AGREEMENT OR THE
LOAN DOCUMENTS.  THE OBLIGORS  ACKNOWLEDGE THAT THEY HAVE HAD THE OPPORTUNITY TO
CONSULT WITH INDEPENDENT COUNSEL WITH RESPECT TO THIS WAIVER.


15.      GOVERNING LAW.
         -------------
         This Agreement  shall be construed and enforced in accordance  with the
laws of New Jersey without regard to principles of conflicts of law.


16.      EVENTS OF DEFAULT.
         -----------------
         The  following  shall   constitute  an  Event  of  Default  under  this
Agreement:

         (a)  An Event of  Default  under any of the Loan  Documents,  including
              without  limitation  the  filing  of any  petition,  voluntary  or
              involuntary,  by or  against  any of the  Obligors,  except  those
              defaults set forth in the Recitals to this Agreement; or

         (b)  The failure of the Obligors to comply with this Agreement.


                                     Page 6


<PAGE>


         The Events of Default  defined  in this  Section 16 are the  enumerated
Events of Default for purposes of this  Agreement.  Except as  specifically  set
forth in Section 3 of this  Agreement,  nothing  herein  shall be  construed  as
altering,  eliminating, curing or modifying any of the express Events of Default
set forth in the Loan Documents, nor shall anything contained herein be deemed a
waiver,  cure or  modification  of any other  non-specified  defaults which have
occurred or may occur during the Forbearance Period except as to which Lender is
specifically forbearing hereunder.

         Upon  the  occurrence  of  an  Event  of  Default  hereunder,  Lender's
agreement to forebear  shall  immediately  terminate and Lender shall be free to
pursue all of its legal and  equitable  rights and remedies  including,  but not
limited  to, all of its  remedies  under the Loan  Documents,  this  Forbearance
Agreement and any documents executed in connection herewith.


17.      CONSTRUCTION.
         ------------
         The  parties   hereto  agree  that  the  terms  and  language  of  this
Forbearance  Agreement were the result of negotiations  between the parties and,
as a  result,  there  shall  be no  presumption  that  any  ambiguities  in this
Forbearance  Agreement shall be resolved  against either party.  Any controversy
over the construction of this Forbearance  Agreement shall be decided neutrally,
in  light  of its  conciliatory  purposes,  and  without  regard  to  events  of
authorship  or  negotiation.  All  terms  and  words  used in  this  Forbearance
Agreement, regardless of the number and gender in which used, shall be deemed to
include any other number or gender as the context or use thereof may require. If
more than one  person or entity  is named as the  Obligor,  each such  person or
entity  shall  be  jointly  and  severally   liable  for  the   representations,
warranties, covenants and obligations of the Loan Documents and this Forbearance
Agreement.  The captions  contained in this  Forbearance  Agreement are used for
convenience  of reference  only and in no way define limit or describe the scope
or intent of this Forbearance  Agreement or any particular  paragraph or section
hereof or the proper construction hereof.


18.      ADMISSIBILITY.
         -------------
         The terms of this Forbearance Agreement,  when executed, shall be fully
admissible in any court of law. The parties  hereto waive any objection that may
be  interposed  under  any  state  or  federal  rules  of  evidence  as  to  the
admissibility of this document.


19.      NO THIRD PARTY BENEFICIARIES.
         ----------------------------
         It is not  the  intent  of the  parties  who  are  signatories  to this
Agreement to grant any rights  whatsoever to parties who are not  signatories to
this Forbearance Agreement and no provision of this Forbearance Agreement should
be construed to grant any rights to any party who is not a signatory herein.


20.      ASSIGNMENT.
         ----------
         This  Forbearance  Agreement  shall be  binding  upon and  inure to the
benefit of Lender, the Obligors and their respective permitted heirs, successors
and assigns.  The Obligors shall not assign this Forbearance  Agreement  without
the prior written consent of the Lender.


                                     Page 7


<PAGE>


THE OBLIGORS DECLARE THAT EACH HAS RECEIVED, WITHOUT CHARGE, A TRUE COPY OF THIS
AGREEMENT.

IN WITNESS WHEREOF,  the parties have executed this Forbearance  Agreement as of
the date first above written.

ATTEST:                                PROGRAMMER'S PARADISE, INC.


/s/ Tracy G. Higgins
-----------------------------          By:  /s/ William H. Sheehy
                                            -----------------------------
                                       Name:   William H. Sheehy
                                       Title:  V.P. Finance and Secretary


ATTEST:                                CORSOFT, INC.


/s/ Tracy G. Higgins
-----------------------------          By:  /s/ William H. Sheehy
                                           -----------------------------
                                       Name:   William H. Sheehy
                                       Title:  V.P. Finance and Secretary


ATTEST:                                LIFEBOAT DISTRIBUTION, INC.


/s/ Tracy G. Higgins
-----------------------------          By:  /s/ William H. Sheehy
                                            -----------------------------
                                       Name:   William H. Sheehy
                                       Title:  V.P. Finance and Secretary


ATTEST:                                PROGRAMMER'S PARADISE CATALOGS, INC.


/s/ Tracy G. Higgins
-----------------------------          By:  /s/ William H. Sheehy
                                            -----------------------------
                                       Name:   William H. Sheehy
                                       Title:  V.P. Finance and Secretary


ATTEST:                                PNC BANK, N.A.

/s/ Ralph W. Karken
-----------------------------          By:  /s/ Donald Irwin
                                            -----------------------------
                                       Name:   Donald Irwin
                                       Title:  Vice President


                                     Page 8


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>



<ARTICLE>                                                           5
<LEGEND>

                           Programmer's Paradise Inc.
                                   Exhibit 27
                             Financial Data Schedule
                (Dollars in thousands, except per share amounts)


         This schedule contains summary financial information extracted from the
Company's  Consolidated Balance Sheet at June 30, 2000 and 1999 and Consolidated
Statement of Income and  Comprehensive  Income for the six months ended June 30,
2000 and is qualified in its entirety by reference to such financial statements.

</LEGEND>

<MULTIPLIER>                                                        1,000

<S>                                                                   <C>
<PERIOD-TYPE>                                                             6-MOS
<FISCAL-YEAR-END>                                                   DEC-31-2000
<PERIOD-START>                                                      JUN-01-2000
<PERIOD-END>                                                        JUN-30-2000
<CASH>                                                                    8,655
<SECURITIES>                                                                  0
<RECEIVABLES>                                                            35,533
<ALLOWANCES>                                                                754
<INVENTORY>                                                               5,943
<CURRENT-ASSETS>                                                         54,134
<PP&E>                                                                    4,310
<DEPRECIATION>                                                            2,414
<TOTAL-ASSETS>                                                           73,781
<CURRENT-LIABILITIES>                                                    40,847
<BONDS>                                                                       0
<PREFERRED-MANDATORY>                                                         0
<PREFERRED>                                                                   0
<COMMON>                                                                     52
<OTHER-SE>                                                               32,882
<TOTAL-LIABILITY-AND-EQUITY>                                             73,781
<SALES>                                                                 104,635
<TOTAL-REVENUES>                                                        104,635
<CGS>                                                                    94,243
<TOTAL-COSTS>                                                           106,698
<OTHER-EXPENSES>                                                              0
<LOSS-PROVISION>                                                            247
<INTEREST-EXPENSE>                                                          (11)
<INCOME-PRETAX>                                                          (2,537)
<INCOME-TAX>                                                               (793)
<INCOME-CONTINUING>                                                      (1,744)
<DISCONTINUED>                                                                0
<EXTRAORDINARY>                                                               0
<CHANGES>                                                                     0
<NET-INCOME>                                                             (1,744)
<EPS-BASIC>                                                             (0.35)
<EPS-DILUTED>                                                             (0.35)




</TABLE>
</TEXT>
</DOCUMENT>
</SUBMISSION>
