EXHIBIT 10.5

                  FIRST AMENDMENT TO GENERAL SECURITY AGREEMENT

         THIS FIRST AMENDMENT TO GENERAL SECURITY AGREEMENT (this "Amendment")
is made and entered into this ____ day of May, 2002 by and between PRIORITY
FULFILLMENT SERVICES, INC., a Delaware corporation ("Guarantor") and CONGRESS
FINANCIAL CORPORATION (SOUTHWEST), a Texas corporation ("Lender"), as follows:

         WHEREAS, Guarantor entered into (i) that certain General Security
Agreement dated March 29, 2002 (the "Security Agreement") for the benefit of
Lender, wherein Guarantor granted to Lender a security interest in the
Collateral to secure the Obligations (as such terms are defined therein) and
(ii) that certain Guarantee dated as of March 29, 2002 (the "Guarantee
Agreement") for the benefit of the Lender; and

         WHEREAS, the parties now desire to amend the Security Agreement as
provided hereinbelow:

         NOW, THEREFORE, in consideration of the mutual covenants,
representations, warranties and agreements contained herein, and for other
valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         1.       Amendment to Section 5.6(e). Effective as of the date hereof,
Section 5.6(e) of the Security Agreement is hereby amended in its entirety to
read as follows:

         "(e) purchase money security interests in equipment and purchase money
         mortgages on real estate (including capital leases) not to exceed
         $5,000,000 in the aggregate at any time outstanding so long as such
         security interests and mortgages do not apply to any property of
         Guarantor other than the equipment or real estate so acquired, and the
         indebtedness secured thereby does not exceed the cost of the equipment
         or real estate so acquired, as the case may be;"

         2.       Consent to this Amendment. All the parties hereto consent to
the terms and provisions of this Amendment.

         3.       Ratification. The terms and provisions set forth in this
Amendment shall modify and supercede all inconsistent terms and provisions set
forth in the Security Agreement, but except as expressly modified and superceded
by this Amendment, the terms and provisions of the Security Agreement and
Guarantee Agreement are ratified and confirmed and shall continue in full force
and effect. Guarantor hereby agrees that the Security Agreement, as amended
hereby, and Guarantee Agreement continues to be validly existing and enforceable
in accordance with its terms.

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                                                                    EXHIBIT 10.5

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment
effective as of the date first above written.

                                             GUARANTOR:

                                             PRIORITY FULFILLMENT SERVICES, INC.

                                             By:________________________________
                                             Name:______________________________
                                             Title:_____________________________

AGREED AND ACCEPTED:

LENDER:

CONGRESS FINANCIAL
CORPORATION (SOUTHWEST)

By:________________________________
Name:______________________________
Title:_____________________________

BORROWER:

SUPPLIES DISTRIBUTORS, INC.

By:________________________________
Name:______________________________
Title:_____________________________

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