WITNESSETH:

                                                                   EXHIBIT 10.22

                            SECOND AMENDMENT TO LEASE

       THIS SECOND AMENDMENT TO LEASE made as of this 31st day of December, 1998
by and between HIALET ASSOCIATES, a Connecticut general partnership with a
principal place of business at 00 Xxxxxxxx Xxxxxx, Xxxxx Xxxxxxx, Xxxxxxxxxxx
00000, and MICRO WAREHOUSE, INC., a Delaware corporation with a principal place
of business at 000 Xxxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxx 00000.

                                   WITNESSETH:

       WHEREAS, the parties hereto entered into a Lease Agreement dated November
1, 1992, as amended, covering premises located at 00 Xxxxxxxx Xxxxxx, Xxxxx
Xxxxxxx, Xxxxxxxxxxx (as amended, the "Lease"); and

       WHEREAS, the Lease expires on December 31, 1998; and

       WHEREAS, the parties wish to extend the term of the Lease on the terms
set forth below.

       NOW, THEREFORE, for One Dollar ($1.00) and other valuable consideration,
the sufficiency of which is hereby acknowledge, the parties hereby agrees as
follows:

       1.     Paragraph 3 of said Lease Agreement is hereby amended to read as
              follows:

                     "3. Term. The term of this Lease shall begin on November 1,
                     1992 (the "Commencement Date") and end on December 31, 1999
                     (the "Termination Date").

       2.     Paragraph 4(a) of said Lease Agreement is hereby amended by
              inserting at the end thereof the following:




                            "Beginning on January 1, 1999, the Rent shall be
                            increased by ten percent (10%) to One Hundred Five
                            Thousand Six Hundred and 00/100 ($105,600.00)
                            payable in equal monthly installments of $8,800 in
                            advance on the first day of each calendar month.

       3.     Except as specifically set forth herein, in all other terms,
              conditions and provisions set forth in the Lease shall remain
              unchanged and in full force and effect.

       IN WITNESS WHEREOF, the parties have executed this agreement effective
the day and year first above written.

                                         HIALET ASSOCIATES

                                         By: /s/  Xxxxx Xxxxxxx
                                            -------------------------------
                                            Xxxxx Xxxxxxx, a Partner
                                            Hereunto Duly Authorized

MICRO WAREHOUSE, INC.

By: /s/ Xxxxx X. Xxx
    -----------------------------------
    Xxxxx X. Xxx, Its
    Executive Vice President, Legal and Corporate Affairs
    And General Counsel
    Hereunto Duly Authorized