June 2, 1998


Ronald S. Smith
34 McKay Crescent
Unionville, Ontario
L3R 3M6



Dear Ron:

It is with  great  pleasure  that I extend an offer to you for the  position  of
President, Merisel Canada Inc. The compensation for this position consists of an
annual salary of CD$300,000,  with annual  performance  and salary  reviews.  In
addition, you are eligible to participate in Merisel's 1998 Management Incentive
Plan with a target annual  incentive of 50% of your base salary,  or CD$150,000,
to be paid in  accordance  with the  guidelines  of  Merisel's  1998  Management
Incentive  Plan.  The  current  split  would be 25%  based on the net  income of
Merisel, Inc. relative to the Board-approved Operating Plan and 75% based on the
performance  of the  Merisel  Canada  business  relative  to the  Board-approved
Operating  Plan.  Merisel  will  guarantee  50% of  your  target  bonus  for the
remainder  of  1998.  A copy of  Merisel's  1998  Management  Incentive  Plan is
included with this letter.

In addition,  you will be eligible for an annual car  allowance of CD$18,000 and
reimbursement of up to CD$3,000 for club  membership.  A tentative start date is
set for June 22, 1998. This offer expires on June 3, 1998.

I will also recommend to the Compensation Committee of the Board of Directors at
their next  scheduled  meeting  that you  participate  in the Merisel 1997 Stock
Award and Incentive  Plan with an initial grant of options for 125,000 shares of
common  stock of Merisel,  Inc.  The  exercise  price of the options will be the
market  price on the day that the  Compensation  Committee  approves  the option
grant.  Under the current  policy your  options will vest over four years at the
rate of 25% each year.  Details of the Stock  Option  Plan will set forth in the
Stock Option  Agreement.  In the event of a change of control or termination not
for cause,  any change in the plan  provisions  would need to  considered by the
Compensation Committee of the Board of Directors at the time of the event.

<PAGE>


If your  employment  with  Merisel  is  terminated  without  cause,  you will be
eligible  for  severance  of one years salary and bonus at the rate in effect at
the  time  of   termination.   If  there  is  a  material   reduction   in  your
responsibilities from those that exist upon hire, and you resign your employment
with  Merisel   within  (3)  three  months  of  the  notice  of  the  change  in
responsibilities,  you will be eligible  for  severance  of one years salary and
bonus at the rate in effect at the time of the reduction.

The company intents to enter into a Change of Control Agreement with you, a copy
of which will be sent to you under separate cover.

In addition to your salary,  Merisel offers a  comprehensive  associate  benefit
program.  These benefits include medical,  dental,  life insurance and long term
disability.  Details of the benefit  program will be  discussed  with you by the
Human Resources Department upon your employment.

It is our policy to have all new  associates  sign an  Employee  Confidentiality
Agreement which will be provided for you on your first day of employment.

This letter sets forth, fully, all understandings and agreements between you and
Merisel  regarding your  employment.  Please  acknowledge your acceptance of our
offer by  signing  and dating  this  letter  and  returning  it to me. A copy is
included for your records.

Ron,  we look  forward  to you  joining  the  team.  I believe  you can  greatly
contribute to the company and the continued growth of Merisel.

Congratulations on your new assignment!

Sincerely,

/s/ James E. Illson
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James E. Illson
Executive Vice President - Operations and Finance
Merisel, Inc.


/s/ Ronald S. Smith
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Ronald S. Smith

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Date      6/3/98