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                                                                   EXHIBIT 10.13

                             BELL MICROPRODUCTS INC.

                                 1998 STOCK PLAN
                (AS AMENDED AND RESTATED THROUGH APRIL 30, 2002)



        1.     Purposes of the Plan.  The purposes of this Stock Plan are:

               o    to attract and retain the best available personnel for
                    positions of substantial responsibility,

               o    to provide additional incentive to Employees, Directors and
                    Consultants, and

               o    to promote the success of the Company's business.

        Options granted under the Plan may be Incentive Stock Options or
Nonstatutory Stock Options, as determined by the Administrator at the time of
grant. Stock Purchase Rights may also be granted under the Plan. The Plan also
provides for automatic grants of Nonstatutory Stock Options to Outside
Directors.

        2.     Definitions. As used herein, the following definitions shall
apply:

               (a) "Administrator" means the Board or any of its Committees as
          shall be administering the Plan, in accordance with Section 4 of the
          Plan.

               (b) "Applicable Laws" means the requirements relating to the
          administration of stock option plans under U. S. state corporate laws,
          U.S. federal and state securities laws, the Code, any stock exchange
          or quotation system on which the Common Stock is listed or quoted and
          the applicable laws of any foreign country or jurisdiction where
          Options or Stock Purchase Rights are, or will be, granted under the
          Plan.

               (c) "Board" means the Board of Directors of the Company.

               (d) "Code" means the Internal Revenue Code of 1986, as amended.

               (e) "Committee" means a committee of Directors appointed by the
          Board in accordance with Section 4 of the Plan.

               (f) "Common Stock" means the common stock of the Company.

               (g) "Company" means Bell Microproducts Inc., a California
          corporation.

               (h) "Consultant" means any person, including an advisor, engaged
          by the Company or a Parent or Subsidiary to render services to such
          entity.

               (i) "Director" means a member of the Board.



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               (j) "Disability" means total and permanent disability as defined
          in Section 22(e)(3) of the Code.

               (k) "Employee" means any person, including Officers and
          Directors, employed by the Company or any Parent or Subsidiary of the
          Company. A Service Provider shall not cease to be an Employee in the
          case of (i) any leave of absence approved by the Company or (ii)
          transfers between locations of the Company or between the Company, its
          Parent, any Subsidiary, or any successor. For purposes of Incentive
          Stock Options, no such leave may exceed ninety days, unless
          reemployment upon expiration of such leave is guaranteed by statute or
          contract. If reemployment upon expiration of a leave of absence
          approved by the Company is not so guaranteed, on the 181st day of such
          leave any Incentive Stock Option held by the Optionee shall cease to
          be treated as an Incentive Stock Option and shall be treated for tax
          purposes as a Nonstatutory Stock Option. Neither service as a Director
          nor payment of a director's fee by the Company shall be sufficient to
          constitute "employment" by the Company.

               (l) "Exchange Act" means the Securities Exchange Act of 1934, as
          amended.


               (m) "Fair Market Value" means, as of any date, the value of
          Common Stock determined as follows:


                    (i) If the Common Stock is listed on any established stock
               exchange or a national market system, including without
               limitation the Nasdaq National Market or The Nasdaq SmallCap
               Market of The Nasdaq Stock Market, its Fair Market Value shall be
               the closing sales price for such stock (or the closing bid, if no
               sales were reported) as quoted on such exchange or system for the
               last market trading day prior to the time of determination, as
               reported in The Wall Street Journal or such other source as the
               Administrator deems reliable;

                    (ii) If the Common Stock is regularly quoted by a recognized
               securities dealer but selling prices are not reported, the Fair
               Market Value of a Share of Common Stock shall be the mean between
               the high bid and low asked prices for the Common Stock on the
               last market trading day prior to the day of determination, as
               reported in The Wall Street Journal or such other source as the
               Administrator deems reliable; or

                    (iii) In the absence of an established market for the Common
               Stock, the Fair Market Value shall be determined in good faith by
               the Administrator.

               (n) "Incentive Stock Option" means an Option intended to qualify
          as an incentive stock option within the meaning of Section 422 of the
          Code and the regulations promulgated thereunder.

               (o) "Inside Director" means a Director who is an Employee.

               (p) "Nonstatutory Stock Option" means an Option not intended to
          qualify as an Incentive Stock Option.


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               (q) "Notice of Grant" means a written or electronic notice
          evidencing certain terms and conditions of an individual Option or
          Stock Purchase Right grant. The Notice of Grant is part of the Option
          Agreement.

               (r) "Officer" means a person who is an officer of the Company
          within the meaning of Section 16 of the Exchange Act and the rules and
          regulations promulgated thereunder.

               (s) "Option" means a stock option granted pursuant to the Plan.

               (t) "Option Agreement" means an agreement between the Company and
          an Optionee evidencing the terms and conditions of an individual
          Option grant. The Option Agreement is subject to the terms and
          conditions of the Plan.

               (u) "Option Exchange Program" means a program whereby outstanding
          Options are surrendered in exchange for Options with a lower exercise
          price.

               (v) "Optioned Stock" means the Common Stock subject to an Option
          or Stock Purchase Right.

               (w) "Optionee" means the holder of an outstanding Option or Stock
          Purchase Right granted under the Plan.

               (x) "Outside Director" means a Director who is not an Employee.

               (y) "Parent" means a "parent corporation," whether now or
          hereafter existing, as defined in Section 424(e) of the Code.

               (z) "Plan" means this 1998 Stock Plan..

               (aa) "Restricted Stock" means shares of Common Stock awarded or
          acquired pursuant to a grant of Stock Purchase Rights under Section 11
          of the Plan.

               (bb) "Restricted Stock Purchase Agreement" means a written
          agreement between the Company and the Optionee evidencing the terms
          and restrictions applying to Common Stock purchased or awarded under a
          Stock Purchase Right. The Restricted Stock Agreement is subject to the
          terms and conditions of the Plan and the Notice of Grant.

               (cc) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any
          successor to Rule 16b-3, as in effect when discretion is being
          exercised with respect to the Plan.

               (dd) "Section 16(b)" means Section 16(b) of the Exchange Act.

               (ee) "Service Provider" means an Employee, Director or
          Consultant.

               (ff) "Share" means a share of the Common Stock, as adjusted in
          accordance with Section 13 of the Plan.


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               (gg) "Stock Purchase Right" means the right to purchase or an
          award of Restricted Stock or the right to acquire shares of Common
          Stock through Restricted Stock Units granted pursuant to Section 11 of
          the Plan, as evidenced by a Notice of Grant.

               (hh) "Subsidiary" means a "subsidiary corporation", whether now
          or hereafter existing, as defined in Section 424(f) of the Code.

               (ii) "Restricted Stock Unit" means the right to receive a share
          of Common Stock awarded or acquired pursuant to a grant of Stock
          Purchase Rights under Section 11 of the Plan.

               (jj) "Restricted Stock Unit Agreement" means a written agreement
          between the Company and the Service Provider evidencing the terms and
          restrictions applying to Common Stock which may be acquired through
          the grant of Restricted Stock Units. The Restricted Stock Unit
          Agreement is subject to the terms and conditions of the Plan and the
          Notice of Grant.

        3. Stock Subject to the Plan. Subject to the provisions of Section 14 of
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 1,075,008 Shares, plus an annual increase to be added on the
first day of the Company's fiscal year beginning January 1, 1999, equal to the
lesser of (i) 600,000 Shares, (ii) 4% of the outstanding Shares on such date or
(iii) a lesser amount determined by the Board. The Shares may be authorized, but
unissued, or reacquired Common Stock.

     If an Option or Stock Purchase Right expires or becomes unexercisable
without having been exercised in full, or is surrendered pursuant to an Option
Exchange Program, the unpurchased Shares which were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan has
terminated); provided, however, that Shares that have actually been issued under
the Plan, whether upon exercise of an Option or Right, shall not be returned to
the Plan and shall not become available for future distribution under the Plan,
except that if Shares of Restricted Stock are repurchased by the Company at
their original purchase price, such Shares shall become available for future
grant under the Plan.

        4. Administration of the Plan.

               (a)     Procedure.

                    (i) Multiple Administrative Bodies. The Plan may be
               administered by different Committees with respect to different
               groups of Service Providers.

                    (ii) Section 162(m). To the extent that the Administrator
               determines it to be desirable to qualify Options granted
               hereunder as "performance-based compensation" within the meaning
               of Section 162(m) of the Code, the Plan shall be administered by
               a Committee of two or more "outside directors" within the meaning
               of Section 162(m) of the Code.

                    (iii) Rule 16b-3. To the extent desirable to qualify
               transactions hereunder as exempt under Rule 16b-3, the
               transactions contemplated hereunder shall be structured to
               satisfy the requirements for exemption under Rule 16b-3.


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                    (iv) Grants to Outside Directors. All grants of Options to
               Outside Directors made pursuant to Section 12 of the Plan shall
               be automatic and nondiscretionary.

                    (v) Other Administration. Other than as provided above, the
               Plan shall be administered by (A) the Board or (B) a Committee,
               which committee shall be constituted to satisfy Applicable Laws.

               (b) Powers of the Administrator. Subject to the provisions of the
Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator shall have the authority, in
its discretion:

                    (i) to determine the Fair Market Value;

                    (ii) to select the Service Providers to whom Options and
               Stock Purchase Rights may be granted hereunder;

                    (iii) to determine the number of shares of Common Stock to
               be covered by each Option and Stock Purchase Right granted
               hereunder;

                    (iv) to approve forms of agreement for use under the Plan;

                    (v) to determine the terms and conditions, not inconsistent
               with the terms of the Plan, of any Option or Stock Purchase Right
               granted hereunder. Such terms and conditions include, but are not
               limited to, the exercise price, the time or times when Options or
               Stock Purchase Rights may be exercised (which may be based on
               performance criteria), any vesting acceleration or waiver of
               forfeiture restrictions, and any restriction or limitation
               regarding any Option or Stock Purchase Right or the shares of
               Common Stock relating thereto, based in each case on such factors
               as the Administrator, in its sole discretion, shall determine;

                    (vi) to reduce the exercise price of any Option or Stock
               Purchase Right to the then current Fair Market Value if the Fair
               Market Value of the Common Stock covered by such Option or Stock
               Purchase Right shall have declined since the date the Option or
               Stock Purchase Right was granted;

                    (vii) to institute an Option Exchange Program;

                    (viii) to construe and interpret the terms of the Plan and
               awards granted pursuant to the Plan;

                    (ix) to prescribe, amend and rescind rules and regulations
               relating to the Plan, including rules and regulations relating to
               sub-plans established for the purpose of qualifying for preferred
               tax treatment under foreign tax laws;

                    (x) to modify or amend each Option or Stock Purchase Right
               (subject to Section 16(c) of the Plan), including the
               discretionary authority to extend the post-termination
               exercisability period of Options longer than is otherwise
               provided for in the Plan;


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                    (xi) to withhold and deduct from future wages of the Service
               Provider all legally required amounts necessary to satisfy any
               and all withholding and employment-related taxes attributable to
               the Service Provider's exercise of an Option or to the Stock
               Purchase Right. In the event the Service Provider is required
               under the Option Agreement,Restricted Stock Agreement or
               Restricted Stock Unit Agreement to pay the Company, or make
               arrangements satisfactory to the Company respecting payment of,
               such withholding and employment-related taxes, the Administrator
               may, in its discretion and pursuant to such rules as it may
               adopt, permit the Service Provider to satisfy such obligations,
               in whole or in part, by electing to have the Company withhold
               shares of Common Stock otherwise issuable to the Service
               Provider, having a Fair Market Value equal to the minimum
               required tax withholding based on the minimum statutory
               withholding rates for federal and state tax purposes, including
               payroll taxes, that are applicable to the supplemental income
               resulting from the exercise of the Option or from the Stock
               Purchase Right. In no event may the Company withhold shares
               having a Fair Market Value in excess of such statutory minimum
               required tax withholding. The Service Provider's election to have
               shares withheld for this purpose shall be made on or before the
               date the date that the amount of tax to be withheld is determined
               under applicable tax law. Such election shall be approved by the
               Administrator and otherwise comply with such rules as the
               Administrator may adopt to assure compliance with Rule 16b-3, or
               any successor provision, as then in effect, of the General Rules
               and Regulations under the Securities Exchange Act of 1934.

                    (xi) to authorize any person to execute on behalf of the
               Company any instrument required to effect the grant of an Option
               or Stock Purchase Right previously granted by the Administrator;

                    (xii) to make all other determinations deemed necessary or
               advisable for administering the Plan.

               (c) Effect of Administrator's Decision. The Administrator's
          decisions, determinations and interpretations shall be final and
          binding on all Optionees and any other holders of Options or Stock
          Purchase Rights.

     5. Eligibility. Nonstatutory Stock Options and Stock Purchase Rights may be
granted to Service Providers. Incentive Stock Options may be granted only to
Employees.

     6. Limitations.

          (a) Each Option shall be designated in the Option Agreement as either
     an Incentive Stock Option or a Nonstatutory Stock Option. However,
     notwithstanding such designation, to the extent that the aggregate Fair
     Market Value of the Shares with respect to which Incentive Stock Options
     are exercisable for the first time by the Optionee during any calendar year
     (under all plans of the Company and any Parent or Subsidiary) exceeds
     $100,000, such Options shall be treated as Nonstatutory Stock Options. For
     purposes of this Section 6(a), Incentive Stock Options shall be taken into
     account in the order in which they were granted. The Fair Market Value of
     the Shares shall be determined as of the time the Option with respect to
     such Shares is granted.

          (b) Neither the Plan nor any Option or Stock Purchase Right shall
     confer upon an Optionee any right with respect to continuing the Optionee's
     relationship as a Service Provider with


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     the Company, nor shall they interfere in any way with the Optionee's right
     or the Company's right to terminate such relationship at any time, with or
     without cause.

          (c) The following limitations shall apply to grants of Options:

               (i) No Service Provider shall be granted, in any fiscal year of
          the Company, Options to purchase more than 300,000 Shares.

               (ii) In connection with his or her initial service, a Service
          Provider may be granted Options to purchase up to an additional
          300,000 Shares which shall not count against the limit set forth in
          subsection (i) above.

               (iii) The foregoing limitations shall be adjusted proportionately
          in connection with any change in the Company's capitalization as
          described in Section 14.

               (iv) If an Option is cancelled in the same fiscal year of the
          Company in which it was granted (other than in connection with a
          transaction described in Section 14), the cancelled Option will be
          counted against the limits set forth in subsections (i) and (ii)
          above. For this purpose, if the exercise price of an Option is
          reduced, the transaction will be treated as a cancellation of the
          Option and the grant of a new Option.

     7. Term of Plan. Subject to Section 20 of the Plan, the Plan shall become
effective upon its adoption by the Board. It shall continue in effect for a term
of ten (10) years unless terminated earlier under Section 16 of the Plan.

     8. Term of Option. The term of each Option shall be stated in the Option
Agreement. In the case of an Incentive Stock Option, the term shall be ten (10)
years from the date of grant or such shorter term as may be provided in the
Option Agreement. Moreover, in the case of an Incentive Stock Option granted to
an Optionee who, at the time the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any Parent or Subsidiary, the term of the
Incentive Stock Option shall be five (5) years from the date of grant or such
shorter term as may be provided in the Option Agreement.

     9. Option Exercise Price and Consideration.

          (a) Exercise Price. The per share exercise price for the Shares to be
     issued pursuant to exercise of an Option shall be determined by the
     Administrator, subject to the following:

               (i) In the case of an Incentive Stock Option

                    (A) granted to an Employee who, at the time the Incentive
               Stock Option is granted, owns stock representing more than ten
               percent (10%) of the voting power of all classes of stock of the
               Company or any Parent or Subsidiary, the per Share exercise price
               shall be no less than 110% of the Fair Market Value per Share on
               the date of grant.


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                    (B) granted to any Employee other than an Employee described
               in paragraph (A) immediately above, the per Share exercise price
               shall be no less than 100% of the Fair Market Value per Share on
               the date of grant.

               (ii) In the case of a Nonstatutory Stock Option, the per Share
          exercise price shall be determined by the Administrator. In the case
          of a Nonstatutory Stock Option intended to qualify as
          "performance-based compensation" within the meaning of Section 162(m)
          of the Code, the per Share exercise price shall be no less than 100%
          of the Fair Market Value per Share on the date of grant.

               (iii) Notwithstanding the foregoing, Options may be granted with
          a per Share exercise price of less than 100% of the Fair Market Value
          per Share on the date of grant pursuant to a merger or other corporate
          transaction.

          (b) Waiting Period and Exercise Dates. At the time an Option is
     granted, the Administrator shall fix the period within which the Option may
     be exercised and shall determine any conditions which must be satisfied
     before the Option may be exercised.

          (c) Form of Consideration. The Administrator shall determine the
     acceptable form of consideration for exercising an Option, including the
     method of payment. In the case of an Incentive Stock Option, the
     Administrator shall determine the acceptable form of consideration at the
     time of grant. Such consideration may consist entirely of:

               (i) cash;

               (ii) check;

               (iii) promissory note;

               (iv) other Shares which (A) in the case of Shares acquired upon
          exercise of an option, have been owned by the Optionee for more than
          six months on the date of surrender, and (B) have a Fair Market Value
          on the date of surrender equal to the aggregate exercise price of the
          Shares as to which said Option shall be exercised;

               (v) consideration received by the Company under a cashless
          exercise program implemented by the Company in connection with the
          Plan;

               (vi) a reduction in the amount of any Company liability to the
          Optionee, including any liability attributable to the Optionee's
          participation in any Company-sponsored deferred compensation program
          or arrangement;

               (vii) any combination of the foregoing methods of payment; or

               (viii) such other consideration and method of payment for the
          issuance of Shares to the extent permitted by Applicable Laws.


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     10. Exercise of Option.

          (a) Procedure for Exercise; Rights as a Shareholder. Any Option
     granted hereunder shall be exercisable according to the terms of the Plan
     and at such times and under such conditions as determined by the
     Administrator and set forth in the Option Agreement. Unless the
     Administrator provides otherwise, vesting of Options granted hereunder
     shall be tolled during any unpaid leave of absence. An Option may not be
     exercised for a fraction of a Share.

          An Option shall be deemed exercised when the Company receives: (i)
     written or electronic notice of exercise (in accordance with the Option
     Agreement) from the person entitled to exercise the Option, and (ii) full
     payment for the Shares with respect to which the Option is exercised. Full
     payment may consist of any consideration and method of payment authorized
     by the Administrator and permitted by the Option Agreement and the Plan.
     Shares issued upon exercise of an Option shall be issued in the name of the
     Optionee or, if requested by the Optionee, in the name of the Optionee and
     his or her spouse. Until the Shares are issued (as evidenced by the
     appropriate entry on the books of the Company or of a duly authorized
     transfer agent of the Company), no right to vote or receive dividends or
     any other rights as a shareholder shall exist with respect to the Optioned
     Stock, notwithstanding the exercise of the Option. The Company shall issue
     (or cause to be issued) such Shares promptly after the Option is exercised.
     No adjustment will be made for a dividend or other right for which the
     record date is prior to the date the Shares are issued, except as provided
     in Section 14 of the Plan.

          Exercising an Option in any manner shall decrease the number of Shares
     thereafter available, both for purposes of the Plan and for sale under the
     Option, by the number of Shares as to which the Option is exercised.

          (b) Termination of Relationship as a Service Provider. If an Optionee
     ceases to be a Service Provider, other than upon the Optionee's death or
     Disability, the Optionee may exercise his or her Option within such period
     of time as is specified in the Option Agreement to the extent that the
     Option is vested on the date of termination (but in no event later than the
     expiration of the term of such Option as set forth in the Option
     Agreement). In the absence of a specified time in the Option Agreement, the
     Option shall remain exercisable for three (3) months following the
     Optionee's termination. If, on the date of termination, the Optionee is not
     vested as to his or her entire Option, the Shares covered by the unvested
     portion of the Option shall revert to the Plan. If, after termination, the
     Optionee does not exercise his or her Option within the time specified by
     the Administrator, the Option shall terminate, and the Shares covered by
     such Option shall revert to the Plan.

          (c) Disability of Optionee. If an Optionee ceases to be a Service
     Provider as a result of the Optionee's Disability, the Optionee may
     exercise his or her Option within such period of time as is specified in
     the Option Agreement to the extent the Option is vested on the date of
     termination (but in no event later than the expiration of the term of such
     Option as set forth in the Option Agreement). In the absence of a specified
     time in the Option Agreement, the Option shall remain exercisable for
     twelve (12) months following the Optionee's termination. If, on the date of
     termination, the Optionee is not vested as to his or her entire Option, the
     Shares covered by the unvested portion of the Option shall revert to the
     Plan. If, after termination, the Optionee does not


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     exercise his or her Option within the time specified herein, the Option
     shall terminate, and the Shares covered by such Option shall revert to the
     Plan.

          (d) Death of Optionee. If an Optionee dies while a Service Provider,
     the Option may be exercised within such period of time as is specified in
     the Option Agreement (but in no event later than the expiration of the term
     of such Option as set forth in the Notice of Grant), by the Optionee's
     estate or by a person who acquires the right to exercise the Option by
     bequest or inheritance, but only to the extent that the Option is vested on
     the date of death. In the absence of a specified time in the Option
     Agreement, the Option shall remain exercisable for twelve (12) months
     following the Optionee's termination. If, at the time of death, the
     Optionee is not vested as to his or her entire Option, the Shares covered
     by the unvested portion of the Option shall immediately revert to the Plan.
     The Option may be exercised by the executor or administrator of the
     Optionee's estate or, if none, by the person(s) entitled to exercise the
     Option under the Optionee's will or the laws of descent or distribution. If
     the Option is not so exercised within the time specified herein, the Option
     shall terminate, and the Shares covered by such Option shall revert to the
     Plan.

          (e) Buyout Provisions. The Administrator may at any time offer to buy
     out for a payment in cash or Shares an Option previously granted based on
     such terms and conditions as the Administrator shall establish and
     communicate to the Optionee at the time that such offer is made.

     11. Stock Purchase Rights. Stock Purchase Rights may be issued either
alone, in addition to, or in tandem with other awards granted under the Plan
and/or cash awards made outside of the Plan.

          (a) Stock Purchase. After the Administrator determines that it will
     offer Stock Purchase Rights under the Plan, it shall advise the offeree in
     writing or electronically, by means of a Notice of Grant, of the terms,
     conditions and restrictions related to the offer, including the number of
     Shares that the offeree shall be entitled to purchase, the price to be
     paid, and the time within which the offeree must accept such offer.

               (i) The offer shall be accepted by execution of a Restricted
          Stock Agreement in the form determined by the Administrator.

               (ii) Unless the Administrator determines otherwise, the
          Restricted Stock Agreement shall grant the Company a repurchase option
          exercisable upon the voluntary or involuntary termination of the
          purchaser's services with the Company for any reason (including death
          or Disability). The purchase price for Shares repurchased pursuant to
          the Restricted Stock Agreement shall be the original purchase price
          paid by the purchaser and may be paid by cancellation of any
          indebtedness of the purchaser to the Company. The repurchase option
          shall lapse at a rate determined by the Administrator.

               (iii) Once the Stock Purchase Right is exercised, the purchaser
          shall have the rights equivalent to those of a shareholder, and shall
          be a shareholder when his or her purchase is entered upon the records
          of the duly authorized transfer agent of the Company. No adjustment
          will be made for a dividend or other right for which the record date
          is prior to the date the Stock Purchase Right is exercised, except as
          provided in Section 14 of the Plan.


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          (b) Stock Awards. The Administrator shall determine those Service
     Providers who shall be eligible for an award of Restricted Stock. Each
     award of Restricted Stock shall be evidenced by a Restricted Stock
     Agreement, which shall be in such form as may be approved from time to time
     by the Administrator and may vary among Service Providers.

               (i) The Restricted Stock Agreement shall state the total number
          of shares of Stock covered by the award of Restricted Stock, shall set
          forth the risks of forfeiture, if any, which shall apply to the shares
          of Restricted Stock covered by the award, and shall specify the manner
          in which such risks of forfeiture shall lapse. The Administrator may,
          in its sole discretion, modify the manner in which such risks of
          forfeiture shall lapse but only with respect to those shares of
          Restricted Stock which are restricted as of the effective date of the
          modification.

               (ii) The Administrator shall enter the award of Restricted Stock
          upon the records of the duly authorized transfer agent of the Company,
          shall cause to be issued one or more stock certificates representing
          such shares of Restricted Stock in the Service Provider's name, and
          shall hold each such certificate until such time as the risk of
          forfeiture and other transfer restrictions set forth in the Service
          Provider's Restricted Stock Agreement have lapsed with respect to the
          shares represented by the certificate.

               (iii) Until the risks of forfeiture have lapsed or the shares of
          Restricted Stock have been forfeited, the Service Provider shall be
          entitled to vote the shares of Restricted Stock represented by such
          stock certificates and shall receive all dividends attributable to
          such shares, but the Service Provider shall not have any other rights
          as a shareholder with respect to such shares.

          (c) Other Provisions. The Restricted Stock Agreement authorized under
     this Section 11 shall contain such other terms, provisions and conditions
     not inconsistent with the Plan as may be determined by the Administrator in
     its sole discretion.

          (d) Restricted Stock Units. The Administrator shall determine those
     Service Providers who shall be eligible for an award of Restricted Stock
     Units. Each award of Restricted Stock Units shall be evidenced by a
     Restricted Stock Unit Agreement, which shall be in such form as may be
     approved from time to time by the Administrator and may vary among Service
     Providers.

               (i) The Restricted Stock Unit Agreement shall state the total
          number of Restricted Stock Units, shall set forth the risks of
          forfeiture, if any, which shall apply to the Restricted Stock Units
          covered by the award, and shall specify the manner in which such risks
          of forfeiture shall lapse. The Administrator may, in its sole
          discretion, modify the manner in which such risks of forfeiture shall
          lapse but only with respect to those Restricted Stock Units which are
          restricted as of the effective date of the modification.

               (ii) As the risks of forfeiture on Restricted Stock Units lapse,
          the Administrator shall cause to be issued one or more stock
          certificates in the Service Provider's name and shall deliver such
          certificates to the Service Provider in satisfaction of such
          Restricted Stock Units.


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               (iii) Until the risks of forfeiture on the Restricted Stock Units
          have lapsed, the Service Provider shall not be entitled to vote any
          shares of stock which may be acquired through the Restricted Stock
          Units, shall not receive any dividends attributable to such shares,
          and shall not have any other rights as a shareholder with respect to
          such shares.

               (iv) Other Provisions. The Restricted Stock Unit Agreement
          authorized under this Section 11(d) shall contain such other terms,
          provisions and conditions not inconsistent with the Plan as may be
          determined by the Administrator in its sole discretion.

     12. Automatic Option Grants to Outside Directors. All grants of Options to
Outside Directors pursuant to this Section shall be automatic and
nondiscretionary and shall be made strictly in accordance with the following
provisions:

          (a) All Options granted pursuant to this Section shall be Nonstatutory
     Stock Options and, except as otherwise provided herein, shall be subject to
     the other terms and conditions of the Plan.

          (b) No person shall have any discretion to select which Outside
     Directors shall be granted Options under this Section or to determine the
     number of Shares to be covered by such Options.

          (c) Each person who first becomes an Outside Director following the
     effective date of this Plan, as determined in accordance with Section 7
     hereof, shall be automatically granted an Option to purchase 22,500 Shares
     (the "First Option") on the date on which such person first becomes an
     Outside Director, whether through election by the shareholders of the
     Company or appointment by the Board to fill a vacancy; provided, however,
     that an Inside Director who ceases to be an Inside Director but who remains
     a Director shall not receive a First Option.

          (d) Each Outside Director shall be automatically granted, subject to
     such Outside Director's right to decline such grant in his/her discretion,
     an Option to purchase 10,000 Shares (a "Subsequent Option") on the date of
     the Company's annual meeting of the shareholders each year; provided, such
     Outside Director continues to serve as a Director on such dates and, if as
     of such date, he or she shall have served on the Board for at least the
     preceding six (6) months.

          (e) Notwithstanding the provisions of subsections (c) and (d) hereof,
     any exercise of an Option granted before the Company has obtained
     shareholder approval of the Plan in accordance with Section 20 hereof shall
     be conditioned upon obtaining such shareholder approval of the Plan in
     accordance with Section 20 hereof.

          (f) The terms of each Option granted pursuant to this Section shall be
     as follows:

               (i) the term of the Option shall be ten (10) years.

               (ii) the Option shall be exercisable only while the Outside
          Director remains a Director of the Company, except as set forth in
          Section 10 hereof.


                                      -12-
<PAGE>



               (iii) the exercise price per Share shall be 100% of the Fair
          Market Value per Share on the date of grant of the Option.

               (iv) effective August 5, 1999, the First Option shall be
          exercisable as to 100% of the Shares subject to the First Option on
          the date of grant.

               (v) effective August 5, 1999, each Subsequent Option shall be
          exercisable as to 100% of the Shares subject to the Subsequent Option
          on the date of grant.

     13. Non-Transferability of Options and Stock Purchase Rights. Unless
determined otherwise by the Administrator, an Option or Stock Purchase Right may
not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee. If the
Administrator makes an Option or Stock Purchase Right transferable, such Option
or Stock Purchase Right shall contain such additional terms and conditions as
the Administrator deems appropriate.

     14. Adjustments Upon Changes in Capitalization, Dissolution, Merger or
Asset Sale.

          (a) Changes in Capitalization. Subject to any required action by the
     shareholders of the Company, the number of shares of Common Stock covered
     by each outstanding Option and Stock Purchase Right, and the number of
     shares of Common Stock which have been authorized for issuance under the
     Plan but as to which no Options or Stock Purchase Rights have yet been
     granted or which have been returned to the Plan upon cancellation or
     expiration of an Option or Stock Purchase Right, as well as the price per
     share of Common Stock covered by each such outstanding Option or Stock
     Purchase Right, shall be proportionately adjusted for any increase or
     decrease in the number of issued shares of Common Stock resulting from a
     stock split, reverse stock split, stock dividend, combination or
     reclassification of the Common Stock, or any other increase or decrease in
     the number of issued shares of Common Stock effected without receipt of
     consideration by the Company; provided, however, that conversion of any
     convertible securities of the Company shall not be deemed to have been
     "effected without receipt of consideration." Such adjustment shall be made
     by the Board, whose determination in that respect shall be final, binding
     and conclusive. Except as expressly provided herein, no issuance by the
     Company of shares of stock of any class, or securities convertible into
     shares of stock of any class, shall affect, and no adjustment by reason
     thereof shall be made with respect to, the number or price of shares of
     Common Stock subject to an Option or Stock Purchase Right.

          (b) Dissolution or Liquidation. In the event of the proposed
     dissolution or liquidation of the Company, the Administrator shall notify
     each Optionee as soon as practicable prior to the effective date of such
     proposed transaction. The Administrator in its discretion may provide for
     an Optionee to have the right to exercise his or her Option until ten (10)
     days prior to such transaction as to all of the Optioned Stock covered
     thereby, including Shares as to which the Option would not otherwise be
     exercisable. In addition, the Administrator may provide that any Company
     repurchase option applicable to any Shares purchased upon exercise of an
     Option or Stock Purchase Right or any risks of forfeiture on an award of
     Restricted Stock granted pursuant to Section 11(b) or an award of
     Restricted Stock Units granted pursuant to Section 11(d) shall lapse as to
     all such Shares, provided the proposed dissolution or liquidation takes
     place at the time and in the manner


                                      -13-

<PAGE>



     contemplated. To the extent it has not been previously exercised, an Option
     or Stock Purchase Right will terminate immediately prior to the
     consummation of such proposed action.

          (c) Merger or Asset Sale. In the event of a merger of the Company with
     or into another corporation, or the sale of substantially all of the assets
     of the Company, each outstanding Option and Stock Purchase Right shall be
     assumed or an equivalent option or right substituted by the successor
     corporation or a Parent or Subsidiary of the successor corporation. In the
     event that the successor corporation refuses to assume or substitute for
     the Option or Stock Purchase Right, the Optionee shall fully vest in and
     have the right to exercise the Option or Stock Purchase Right as to all of
     the Optioned Stock, including Shares as to which it would not otherwise be
     vested or exercisable, and all risks of forfeiture on awards of Restricted
     Stock granted pursuant to Section 11(b) and Restricted Stock Units granted
     pursuant to Section 11(d) shall lapse. If an Option or Stock Purchase Right
     becomes fully vested and exercisable in lieu of assumption or substitution
     in the event of a merger or sale of assets, the Administrator shall notify
     the Optionee in writing or electronically that the Option or Stock Purchase
     Right shall be fully vested. Except with respect to awards of Restricted
     Stock granted pursuant to Section 11(b) and Restricted Stock Units granted
     pursuant to Section 11(d), such Option or Stock Purchase Right shall remain
     exercisable for a period of fifteen (15) days from the date of such notice
     but shall terminate upon the expiration of such period. For the purposes of
     this paragraph, the Option or Stock Purchase Right shall be considered
     assumed if, following the merger or sale of assets, the option or right
     confers the right to purchase or receive, for each Share of Optioned Stock
     subject to the Option or Stock Purchase Right immediately prior to the
     merger or sale of assets, the consideration (whether stock, cash, or other
     securities or property) received in the merger or sale of assets by holders
     of Common Stock for each Share held on the effective date of the
     transaction (and if holders were offered a choice of consideration, the
     type of consideration chosen by the holders of a majority of the
     outstanding Shares); provided, however, that if such consideration received
     in the merger or sale of assets is not solely common stock of the successor
     corporation or its Parent, the Administrator may, with the consent of the
     successor corporation, provide for the consideration to be received upon
     the exercise of the Option or Stock Purchase Right, for each Share of
     Optioned Stock subject to the Option or Stock Purchase Right, to be solely
     common stock of the successor corporation or its Parent equal in fair
     market value to the per share consideration received by holders of Common
     Stock in the merger or sale of assets.

     15. Date of Grant. The date of grant of an Option or Stock Purchase Right
shall be, for all purposes, the date on which the Administrator makes the
determination granting such Option or Stock Purchase Right, or such other later
date as is determined by the Administrator. Notice of the determination shall be
provided to each Optionee within a reasonable time after the date of such grant.

     16. Amendment and Termination of the Plan.


          (a) Amendment and Termination. The Board may at any time amend, alter,
     suspend or terminate the Plan.

          (b) Shareholder Approval. The Company shall obtain shareholder
     approval of any Plan amendment to the extent necessary and desirable to
     comply with Applicable Laws.


                                      -14-

<PAGE>



          (c) Effect of Amendment or Termination. No amendment, alteration,
     suspension or termination of the Plan shall impair the rights of any
     Optionee, unless mutually agreed otherwise between the Optionee and the
     Administrator, which agreement must be in writing and signed by the
     Optionee and the Company. Termination of the Plan shall not affect the
     Administrator's ability to exercise the powers granted to it hereunder with
     respect to Options granted under the Plan prior to the date of such
     termination.

     17. Conditions Upon Issuance of Shares.

          (a) Legal Compliance. Shares shall not be issued pursuant to the
     exercise of an Option or Stock Purchase Right unless the exercise of such
     Option or Stock Purchase Right and the issuance and delivery of such Shares
     shall comply with Applicable Laws and shall be further subject to the
     approval of counsel for the Company with respect to such compliance.

          (b) Investment Representations. As a condition to the exercise of an
     Option or Stock Purchase Right, the Company may require the person
     exercising such Option or Stock Purchase Right to represent and warrant at
     the time of any such exercise that the Shares are being purchased only for
     investment and without any present intention to sell or distribute such
     Shares if, in the opinion of counsel for the Company, such a representation
     is required.

     18. Inability to Obtain Authority. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

     19. Reservation of Shares. The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

     20. Shareholder Approval. The Plan shall be subject to approval by the
shareholders of the Company within twelve (12) months after the date the Plan is
adopted. Such shareholder approval shall be obtained in the manner and to the
degree required under Applicable Laws.


                                      -15-
<PAGE>



                             BELL MICROPRODUCTS INC.

                                 1998 STOCK PLAN

                             STOCK OPTION AGREEMENT


        Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Option Agreement.

I.  NOTICE OF STOCK OPTION GRANT

[Optionee's Name and Address]

        You have been granted an option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Option Agreement, as
follows:

        Grant Number                        _________________________

        Date of Grant                       _________________________

        Vesting Commencement Date           _________________________

        Exercise Price per Share            $________________________

        Total Number of Shares Granted      _________________________

        Total Exercise Price                $_________________________

        Type of Option:                      ___      Incentive Stock Option

                                             ___      Nonstatutory Stock Option

        Term/Expiration Date:               _________________________


     Vesting Schedule:

        This Option may be exercised, in whole or in part, in accordance with
the following schedule:

        [25% of the Shares subject to the Option shall vest twelve months after
the Vesting Commencement Date, and 1/48 of the Shares subject to the Option
shall vest each month thereafter, subject to the Optionee continuing to be a
Service Provider on such dates].


                                      -1-
<PAGE>



     Termination Period:

     This Option may be exercised for thirty (30) days after Optionee ceases to
be a Service Provider. Upon the death or Disability of the Optionee, this Option
may be exercised for one year after Optionee ceases to be a Service Provider. In
no event shall this Option be exercised later than the Term/Expiration Date as
provided above.

II.  AGREEMENT

     1 Grant of Option. The Plan Administrator of the Company hereby grants to
the Optionee named in the Notice of Grant attached as Part I of this Agreement
(the "Optionee") an option (the "Option") to purchase the number of Shares, as
set forth in the Notice of Grant, at the exercise price per share set forth in
the Notice of Grant (the "Exercise Price"), subject to the terms and conditions
of the Plan, which is incorporated herein by reference. Subject to Section 16(c)
of the Plan, in the event of a conflict between the terms and conditions of the
Plan and the terms and conditions of this Option Agreement, the terms and
conditions of the Plan shall prevail.

     If designated in the Notice of Grant as an Incentive Stock Option ("ISO"),
this Option is intended to qualify as an Incentive Stock Option under Section
422 of the Code. However, if this Option is intended to be an Incentive Stock
Option, to the extent that it exceeds the $100,000 rule of Code Section 422(d)
it shall be treated as a Nonstatutory Stock Option ("NSO").

     2 Exercise of Option.


          (a) Right to Exercise. This Option is exercisable during its term in
     accordance with the Vesting Schedule set out in the Notice of Grant and the
     applicable provisions of the Plan and this Option Agreement.

          (b) Method of Exercise. This Option is exercisable by delivery of an
     exercise notice, in the form attached as Exhibit A (the "Exercise Notice"),
     which shall state the election to exercise the Option, the number of Shares
     in respect of which the Option is being exercised (the "Exercised Shares"),
     and such other representations and agreements as may be required by the
     Company pursuant to the provisions of the Plan. The Exercise Notice shall
     be completed by the Optionee and delivered to the Secretary of the Company.
     The Exercise Notice shall be accompanied by payment of the aggregate
     Exercise Price as to all Exercised Shares. This Option shall be deemed to
     be exercised upon receipt by the Company of such fully executed Exercise
     Notice accompanied by such aggregate Exercise Price.

          No Shares shall be issued pursuant to the exercise of this Option
     unless such issuance and exercise complies with Applicable Laws. Assuming
     such compliance, for income tax purposes the Exercised Shares shall be
     considered transferred to the Optionee on the date the Option is exercised
     with respect to such Exercised Shares.

     3 Method of Payment. Payment of the aggregate Exercise Price shall be by
any of the following, or a combination thereof, at the election of the Optionee:


                                      -2-
<PAGE>




          (a) cash; or

          (b) check; or

          (c) consideration received by the Company under a cashless exercise
     program implemented by the Company in connection with the Plan; or

          (d) surrender of other Shares which (i) in the case of Shares acquired
     upon exercise of an option, have been owned by the Optionee for more than
     six (6) months on the date of surrender, AND (ii) have a Fair Market Value
     on the date of surrender equal to the aggregate Exercise Price of the
     Exercised Shares][; OR

          (e) WITH THE ADMINISTRATOR'S CONSENT, DELIVERY OF OPTIONEE'S
     PROMISSORY NOTE (THE "NOTE") IN THE FORM ATTACHED HERETO AS EXHIBIT C, IN
     THE AMOUNT OF THE AGGREGATE EXERCISE PRICE OF THE EXERCISED SHARES TOGETHER
     WITH THE EXECUTION AND DELIVERY BY THE OPTIONEE OF THE SECURITY AGREEMENT
     ATTACHED HERETO AS EXHIBIT B. THE NOTE SHALL BEAR INTEREST AT THE
     "APPLICABLE FEDERAL RATE" PRESCRIBED UNDER THE CODE AND ITS REGULATIONS AT
     TIME OF PURCHASE, AND SHALL BE SECURED BY A PLEDGE OF THE SHARES PURCHASED
     BY THE NOTE PURSUANT TO THE SECURITY AGREEMENT].

     4 Non-Transferability of Option. This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Optionee only by the Optionee. The terms of
the Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.

     5 Term of Option. This Option may be exercised only within the term set out
in the Notice of Grant, and may be exercised during such term only in accordance
with the Plan and the terms of this Option Agreement.

     6 Tax Consequences. Some of the federal tax consequences relating to this
Option, as of the date of this Option, are set forth below. THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR
DISPOSING OF THE SHARES.

          (a) Exercising the Option.

               (i) Nonstatutory Stock Option. The Optionee may incur regular
          federal income tax liability upon exercise of a NSO. The Optionee will
          be treated as having received compensation income (taxable at ordinary
          income tax rates) equal to the excess, if any, of the Fair Market
          Value of the Exercised Shares on the date of exercise over their
          aggregate Exercise Price. If the Optionee is an Employee or a former
          Employee, the Company will be required to withhold from his or her
          compensation or collect from Optionee and pay to the applicable taxing
          authorities an amount in cash equal to a percentage of this
          compensation income at the time of exercise, and may


                                      -3-

<PAGE>



refuse to honor the exercise and refuse to deliver Shares if such withholding
amounts are not delivered at the time of exercise.

               (ii) Incentive Stock Option. If this Option qualifies as an ISO,
          the Optionee will have no regular federal income tax liability upon
          its exercise, although the excess, if any, of the Fair Market Value of
          the Exercised Shares on the date of exercise over their aggregate
          Exercise Price will be treated as an adjustment to alternative minimum
          taxable income for federal tax purposes and may subject the Optionee
          to alternative minimum tax in the year of exercise. In the event that
          the Optionee ceases to be an Employee but remains a Service Provider,
          any Incentive Stock Option of the Optionee that remains unexercised
          shall cease to qualify as an Incentive Stock Option and will be
          treated for tax purposes as a Nonstatutory Stock Option on the date
          three (3) months and one (1) day following such change of status.

          (b) Disposition of Shares.


               (i) NSO. If the Optionee holds NSO Shares for at least one year,
          any gain realized on disposition of the Shares will be treated as
          long-term capital gain for federal income tax purposes.

               (ii) ISO. If the Optionee holds ISO Shares for at least one year
          after exercise and two years after the grant date, any gain realized
          on disposition of the Shares will be treated as long-term capital gain
          for federal income tax purposes. If the Optionee disposes of ISO
          Shares within one year after exercise or two years after the grant
          date, any gain realized on such disposition will be treated as
          compensation income (taxable at ordinary income rates) to the extent
          of the excess, if any, of the lesser of (A) the difference between the
          Fair Market Value of the Shares acquired on the date of exercise and
          the aggregate Exercise Price, or (B) the difference between the sale
          price of such Shares and the aggregate Exercise Price. Any additional
          gain will be taxed as capital gain, short-term or long-term depending
          on the period that the ISO Shares were held.

          (c) Notice of Disqualifying Disposition of ISO Shares. If the Optionee
     sells or otherwise disposes of any of the Shares acquired pursuant to an
     ISO on or before the later of (i) two years after the grant date, or (ii)
     one year after the exercise date, the Optionee shall immediately notify the
     Company in writing of such disposition. The Optionee agrees that he or she
     may be subject to income tax withholding by the Company on the compensation
     income recognized from such early disposition of ISO Shares by payment in
     cash or out of the current earnings paid to the Optionee.

     7 Entire Agreement; Governing Law. The Plan is incorporated herein by
reference. The Plan and this Option Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the
Optionee's interest except by means of a writing signed by the Company and
Optionee. This agreement is governed by the internal substantive laws, but not
the choice of law rules, of California.


                                      -4-
<PAGE>



     8 NO GUARANTEE OF CONTINUED SERVICE. OPTIONEE ACKNOWLEDGES AND AGREES THAT
THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY
CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE
ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER).
OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT
CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE
PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT
INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S
RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

     By your signature and the signature of the Company's representative below,
you and the Company agree that this Option is granted under and governed by the
terms and conditions of the Plan and this Option Agreement. Optionee has
reviewed the Plan and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan and Option Agreement.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions relating to the Plan
and Option Agreement. Optionee further agrees to notify the Company upon any
change in the residence address indicated below.


OPTIONEE:                                 BELL MICROPRODUCTS INC.



-----------------------------------       --------------------------------------
Signature                                 By

------------------------------------      --------------------------------------
Print Name                                Title

------------------------------------
Residence Address

------------------------------------




                                      -5-

<PAGE>



                                    EXHIBIT A

                                 1998 STOCK PLAN

                                 EXERCISE NOTICE


Bell Microproducts Inc.
1941 Ringwood Avenue
San Jose, CA 95131


Attention:  Secretary

     1 Exercise of Option. Effective as of today, ________________, 199__, the
undersigned ("Purchaser") hereby elects to purchase ______________ shares (the
"Shares") of the Common Stock of Bell Microproducts Inc. (the "Company") under
and pursuant to the 1998 Stock Plan (the "Plan") and the Stock Option Agreement
dated , 19___ (the "Option Agreement"). The purchase price for the Shares shall
be $ , as required by the Option Agreement.

     2 Delivery of Payment. Purchaser herewith delivers to the Company the full
purchase price for the Shares.

     3 Representations of Purchaser. Purchaser acknowledges that Purchaser has
received, read and understood the Plan and the Option Agreement and agrees to
abide by and be bound by their terms and conditions.

     4 Rights as Shareholder. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the Shares, no right to vote or receive dividends or
any other rights as a shareholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. The Shares so acquired shall
be issued to the Optionee as soon as practicable after exercise of the Option.
No adjustment will be made for a dividend or other right for which the record
date is prior to the date of issuance, except as provided in Section 14 of the
Plan.

     5 Tax Consultation. Purchaser understands that Purchaser may suffer adverse
tax consequences as a result of Purchaser's purchase or disposition of the
Shares. Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.


                                      -1-
<PAGE>



     6 Entire Agreement; Governing Law. The Plan and Option Agreement are
incorporated herein by reference. This Agreement, the Plan and the Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Purchaser with respect to the subject matter
hereof, and may not be modified adversely to the Purchaser's interest except by
means of a writing signed by the Company and Purchaser. This agreement is
governed by the internal substantive laws, but not the choice of law rules, of
California.


Submitted by:                               Accepted by:

PURCHASER:                                  BELL MICROPRODUCTS INC.


----------------------------------          ------------------------------------
Signature                                   By

----------------------------------          ------------------------------------
Print Name                                  Its


Address:                                    Address:


---------------------------------           1941 Ringwood Avenue
                                            San Jose, CA 95131
---------------------------------

                                            ------------------------------------
                                            Date Received




                                      -2-

<PAGE>



                                    EXHIBIT B

                               SECURITY AGREEMENT



     This Security Agreement is made as of __________, 19___ between Bell
Microproducts Inc., a California corporation ("Pledgee"), and
_________________________ ("Pledgor").


                                    Recitals

     Pursuant to Pledgor's election to purchase Shares under the Option
Agreement dated ________ (the "Option"), between Pledgor and Pledgee under
Pledgee's 1998 Stock Plan, and Pledgor's election under the terms of the Option
to pay for such shares with his promissory note (the "Note"), Pledgor has
purchased _________ shares of Pledgee's Common Stock (the "Shares") at a price
of $________ per share, for a total purchase price of $__________. The Note and
the obligations thereunder are as set forth in Exhibit C to the Option.

     NOW, THEREFORE, it is agreed as follows:

     1 Creation and Description of Security Interest. In consideration of the
transfer of the Shares to Pledgor under the Option Agreement, Pledgor, pursuant
to the California Commercial Code, hereby pledges all of such Shares (herein
sometimes referred to as the "Collateral") represented by certificate number
______, duly endorsed in blank or with executed stock powers, and herewith
delivers said certificate to the Secretary of Pledgee ("Pledgeholder"), who
shall hold said certificate subject to the terms and conditions of this Security
Agreement.

     The pledged stock (together with an executed blank stock assignment for use
in transferring all or a portion of the Shares to Pledgee if, as and when
required pursuant to this Security Agreement) shall be held by the Pledgeholder
as security for the repayment of the Note, and any extensions or renewals
thereof, to be executed by Pledgor pursuant to the terms of the Option, and the
Pledgeholder shall not encumber or dispose of such Shares except in accordance
with the provisions of this Security Agreement.

     2 Pledgor's Representations and Covenants. To induce Pledgee to enter into
this Security Agreement, Pledgor represents and covenants to Pledgee, its
successors and assigns, as follows:

          a Payment of Indebtedness. Pledgor will pay the principal sum of the
     Note secured hereby, together with interest thereon, at the time and in the
     manner provided in the Note.

          b Encumbrances. The Shares are free of all other encumbrances,
     defenses and liens, and Pledgor will not further encumber the Shares
     without the prior written consent of Pledgee.

          c Margin Regulations. In the event that Pledgee's Common Stock is now
     or later becomes margin-listed by the Federal Reserve Board and Pledgee is
     classified as a "lender" within


                                      -1-

<PAGE>



     the meaning of the regulations under Part 207 of Title 12 of the Code of
     Federal Regulations ("Regulation G"), Pledgor agrees to cooperate with
     Pledgee in making any amendments to the Note or providing any additional
     collateral as may be necessary to comply with such regulations.

     3 Voting Rights. During the term of this pledge and so long as all payments
of principal and interest are made as they become due under the terms of the
Note, Pledgor shall have the right to vote all of the Shares pledged hereunder.

     4 Stock Adjustments. In the event that during the term of the pledge any
stock dividend, reclassification, readjustment or other changes are declared or
made in the capital structure of Pledgee, all new, substituted and additional
shares or other securities issued by reason of any such change shall be
delivered to and held by the Pledgee under the terms of this Security Agreement
in the same manner as the Shares originally pledged hereunder. In the event of
substitution of such securities, Pledgor, Pledgee and Pledgeholder shall
cooperate and execute such documents as are reasonable so as to provide for the
substitution of such Collateral and, upon such substitution, references to
"Shares" in this Security Agreement shall include the substituted shares of
capital stock of Pledgor as a result thereof.

     5 Options and Rights. In the event that, during the term of this pledge,
subscription Options or other rights or options shall be issued in connection
with the pledged Shares, such rights, Options and options shall be the property
of Pledgor and, if exercised by Pledgor, all new stock or other securities so
acquired by Pledgor as it relates to the pledged Shares then held by
Pledgeholder shall be immediately delivered to Pledgeholder, to be held under
the terms of this Security Agreement in the same manner as the Shares pledged.

     6 Default. Pledgor shall be deemed to be in default of the Note and of this
Security Agreement in the event:

          a Payment of principal or interest on the Note shall be delinquent for
     a period of 10 days or more; or

          b Pledgor fails to perform any of the covenants set forth in the
     Option or contained in this Security Agreement for a period of 10 days
     after written notice thereof from Pledgee.

     In the case of an event of Default, as set forth above, Pledgee shall have
the right to accelerate payment of the Note upon notice to Pledgor, and Pledgee
shall thereafter be entitled to pursue its remedies under the California
Commercial Code.

     7. Release of Collateral. Subject to any applicable contrary rules under
Regulation G, there shall be released from this pledge a portion of the pledged
Shares held by Pledgeholder hereunder upon payments of the principal of the
Note. The number of the pledged Shares which shall be released shall be that
number of full Shares which bears the same proportion to the initial number of
Shares pledged hereunder as the payment of principal bears to the initial full
principal amount of the Note.


                                      -2-
<PAGE>



     8. Withdrawal or Substitution of Collateral. Pledgor shall not sell,
withdraw, pledge, substitute or otherwise dispose of all or any part of the
Collateral without the prior written consent of Pledgee.

     9. Term. The within pledge of Shares shall continue until the payment of
all indebtedness secured hereby, at which time the remaining pledged stock shall
be promptly delivered to Pledgor, subject to the provisions for prior release of
a portion of the Collateral as provided in paragraph 7 above.

     10 Insolvency. Pledgor agrees that if a bankruptcy or insolvency proceeding
is instituted by or against it, or if a receiver is appointed for the property
of Pledgor, or if Pledgor makes an assignment for the benefit of creditors, the
entire amount unpaid on the Note shall become immediately due and payable, and
Pledgee may proceed as provided in the case of default.

     11 Pledgeholder Liability. In the absence of willful or gross negligence,
Pledgeholder shall not be liable to any party for any of his acts, or omissions
to act, as Pledgeholder.

     12 Invalidity of Particular Provisions. Pledgor and Pledgee agree that the
enforceability or invalidity of any provision or provisions of this Security
Agreement shall not render any other provision or provisions herein contained
unenforceable or invalid.

     13 Successors or Assigns. Pledgor and Pledgee agree that all of the terms
of this Security Agreement shall be binding on their respective successors and
assigns, and that the term "Pledgor" and the term "Pledgee" as used herein shall
be deemed to include, for all purposes, the respective designees, successors,
assigns, heirs, executors and administrators.

     14 Governing Law. This Security Agreement shall be interpreted and governed
under the internal substantive laws, but not the choice of law rules, of
California.


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.



        "PLEDGOR"                   --------------------------------------------
                                    Signature

                                    --------------------------------------------
                                    Print Name

                                    Address:   ---------------------------------

                                               ---------------------------------




                                      -3-
<PAGE>




        "PLEDGEE"                   Bell Microproducts Inc.,
                                    a California corporation



                                    --------------------------------------------
                                    Signature

                                    --------------------------------------------
                                    Print Name

                                    --------------------------------------------
                                    Title


        "PLEDGEHOLDER"
                                    --------------------------------------------
                                    Secretary of
                                    Bell Microproducts Inc.





                                      -4-



<PAGE>



                                    EXHIBIT C

                                      NOTE


$_______________                                                   [City, State]

                                                           ______________, 19___



        FOR VALUE RECEIVED, _______________ promises to pay to Bell
Microproducts Inc., a California corporation (the "Company"), or order, the
principal sum of _______________________ ($_____________), together with
interest on the unpaid principal hereof from the date hereof at the rate of
_______________ percent (____%) per annum, compounded semiannually.

        Principal and interest shall be due and payable on __________, 19___.
Payment of principal and interest shall be made in lawful money of the United
States of America.

        The undersigned may at any time prepay all or any portion of the
principal or interest owing hereunder.

        This Note is subject to the terms of the Option, dated as of
________________. This Note is secured in part by a pledge of the Company's
Common Stock under the terms of a Security Agreement of even date herewith and
is subject to all the provisions thereof.

        The holder of this Note shall have full recourse against the
undersigned, and shall not be required to proceed against the collateral
securing this Note in the event of default.

        In the event the undersigned shall cease to be an employee, director or
consultant of the Company for any reason, this Note shall, at the option of the
Company, be accelerated, and the whole unpaid balance on this Note of principal
and accrued interest shall be immediately due and payable.

        Should any action be instituted for the collection of this Note, the
reasonable costs and attorneys' fees therein of the holder shall be paid by the
undersigned.


                                            ------------------------------------

                                            ------------------------------------