Exhibit 10.6

               AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT


    AMENDMENT NO. 2 (this "Amendment"), dated as of April 1, 1997, TO
RECEIVABLES PURCHASE AGREEMENT dated as of April 1, 1996, as amended by
Amendment No. 1 thereto dated as of September 25, 1996, between CSI FUNDING
INC., a Delaware corporation (hereinafter, together with its successors and
assigns, called the "Purchaser") and COMPUCOM SYSTEMS, INC., a Delaware
corporation (hereinafter, together with its successors and assigns, called the
"Seller").


                             W I T N E S S E T H :
                             - - - - - - - - - - -


    WHEREAS, the Purchaser and the Seller have entered into a Receivables
Purchase Agreement, dated as of April 1, 1996 (such agreement, as amended to the
date hereof, the "Agreement");

    WHEREAS, the parties hereto have entered into a certain letter agreement,
dated March 25, 1997, a copy of which is attached hereto as Exhibit A, the terms
of which the parties hereto desire to incorporate into this Amendment; and

    WHEREAS, the parties hereto wish to amend the Agreement as hereinafter
provided.

    NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants herein contained, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

    SECTION 1.  Defined Terms.  Unless otherwise defined herein, the terms used
herein shall have the meanings assigned to such terms in, or incorporated by
reference into, the Agreement.

    SECTION 2.  Amendments to Agreement.  The Agreement is hereby amended,
effective on the Effective Date, by inserting the following defined term in
Section 1.1 of the Agreement in alphabetical order:





         "Inventory Financing Agreements" shall mean those agreements
    specifically referenced in Section 5.1(j).

    SECTION 3.  Effectiveness.  This Amendment shall become effective on April
1, 1997 (the "Effective Date").

    SECTION 4.  Execution in Counterparts.  This Amendment may be executed in
any number of counterparts and by different parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed to be an original and all of which counterparts, taken together, shall
constitute but one and the same Amendment.

    SECTION 5.  Consents; Binding Effect.  The execution and delivery by the
Seller and the Purchaser of this Amendment shall constitute the written consent
of each of them to this Amendment.  This Amendment shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and
assigns.

    SECTION 6.  Governing Law.  This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.

    SECTION 7.  Severability of Provisions.      Any provision of this
Amendment which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

    SECTION 8.  Captions.  The captions in this Amendment are for convenience
of reference only and shall not define or limit any of the terms or provisions
hereof.

    SECTION 9.  Agreement to Remain in Full Force and Effect.  Except as
amended hereby, the Agreement shall remain in full force and effect and is
hereby ratified, adopted and confirmed in all respects.  This Amendment shall be
deemed to be an amendment to the Agreement.  All references in the Agreement to
"this

                                      2




Agreement", "hereunder", "hereof", "herein", or words of like import, and all 
references to the Agreement in any other agreement or document shall 
hereafter be deemed to refer to the Agreement as amended hereby.

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    IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
Receivables Purchase Agreement to be executed as of the date and year first
above written.


                                   CSI FUNDING INC., as Purchaser


                                   By  /s/ Patrick D. Lane
                                       ----------------------------
                                     Name: Patrick D. Lane
                                     Title: Vice President


                                   COMPUCOM SYSTEMS, INC., 
                                     as Seller


                                   By  /s/ Daniel Celoni
                                       ---------------------------
                                      Name: Daniel Celoni
                                      Title: Treasurer


Acknowledged and agreed as of
  the date first above written:

ENTERPRISE FUNDING CORPORATION


By: /s/ Stewart L. Cutler
    -----------------------------
  Name: Stewart L. Cutler
  Title: Vice President

NATIONSBANK, N.A.


By: /s/ Stan Meihaus
    -----------------------------
   Name: Stan Meihaus
   Title: Vice President