PROMISSORY NOTE




                                                         Los Angeles, California

$65,000.00                                                        March 17, 1999


         1. Promise to Pay. For Value Received,  Timothy N. Jenson  ("Borrower")
hereby unconditionally promises to pay to the order of Merisel, Inc., a Delaware
corporation  (the "Company"),  or order, the sum of sixty-five  thousand dollars
($65,000.00).

         2. Interest. No interest will be payable by Borrower on this Note.

         3.       Forgiveness of Principal.

                  (a) The entire principal amount of this Note shall be forgiven
on the earlier of (i) the date the Company releases its earnings for fiscal year
1999,  provided  that the  Company's  consolidated  pre-tax  net income for 1999
equals at least 80% of the amount  therefor set forth in the 1999 Operating Plan
approved by the  Company's  Board of Directors  on December  16, 1998,  and (ii)
March 2, 2001.

                  (b) The entire principal amount of this Note shall be forgiven
upon  termination  of the  Borrower's  employment by the Company other than as a
result of  Termination  for Cause (as defined  below) or Borrower's  resignation
without Good Reason (as defined below).

         4. Mandatory  Payment.  The outstanding  principal balance of this Note
shall be due and  payable  ninety  (90) days  after  termination  of  Borrower's
employment  with  the  Company  due  to  Termination  for  Cause  or  Borrower's
resignation without Good Reason.

         5.       Definitions.

                  (a) A resignation  by Borrower  shall be with "Good Reason" if
(i) there has been a material reduction in Borrower's job responsibilities  from
those that existed immediately prior to such reduction, it being understood that
a mere  change in title  alone  shall not  constitute  a material  reduction  in
Borrower's job responsibilities, (ii) without Borrower's prior written approval,
the Company  requires  Borrower to be based anywhere other than  Borrower's then
current  location,  it being  understood  that  required  travel on the Company'
business to an extent consistent with Borrower's  normal and customary  business
travel  obligations  does not  constitute  "Good  Reason,"  or (iii)  there is a
reduction in Borrower's base salary,  except that an across-the-board  reduction
in the salary level of all of the Company's  executives  in the same  percentage
amount as part of a general salary level  reduction  shall not constitute  "Good
Reason."
<PAGE>

                  (b)   "Termination  for  Cause"  shall  mean  if  the  Company
terminates  Borrower's  employment for any of the following reasons:  Borrower's
misconduct (misconduct includes physical assault, insubordination, falsification
or misrepresentation  of facts on company records,  fraud,  dishonesty,  willful
destruction of Company property or assets, or harassment of another associate by
Borrower in violation of the Company' policies); excessive absenteeism; abuse of
sick time; or Borrower's conviction for or a plea of nolo contendere by Borrower
to a felony or any crime involving moral turpitude.

         6. Form of  Payments.  Any  payment due  hereunder  shall be payable in
lawful  money of the United  States of America,  which shall be legal  tender in
payment of all debts and dues, public and private,  at the time of payment.  All
payments of principal  are payable at the Company's  offices at 200  Continental
Boulevard,  El  Segundo,  California  90245 or at such other  place of which the
Company shall notify Borrower in writing as hereinafter provided.

         7. Costs of  Collection.  In the event  this Note is turned  over to an
attorney at law for  collection  after  default,  in  addition to the  principal
payable  hereunder,  the  Company  shall be  entitled  to  collect  all costs of
collection, including but not limited to attorneys' fees, incurred in connection
with protection of or realization of collateral or in connection with any of the
Company's  collection  efforts,  whether  or  not  suit  on  this  Note  or  any
foreclosure  proceeding  is  filed,  and all such  costs and  expenses  shall be
payable on demand.

         8. No Waiver. No failure on the part of the Company or any other holder
hereof to exercise any right or remedy  hereunder,  whether  before or after the
happening of a default,  shall constitute a waiver thereof, and no waiver of any
past default  shall  constitute  a waiver of any future  default or of any other
default.  No  indulgence  granted  from time to time shall be  construed to be a
waiver of the right to insist upon prompt payment thereafter, or shall be deemed
to be a novation of this Note or a reinstatement  of the debt evidenced  hereby,
or be  construed  so as to preclude  the exercise of any right which the Company
may have,  whether by the laws of the state governing this Note, by agreement or
otherwise;  and Borrower hereby  expressly  waives the benefit of any statute or
rule of law or equity  which would  produce a result  contrary to or in conflict
with  the  foregoing.  This  Note  may not be  changed  orally,  but  only by an
agreement in writing  signed by the party against whom such  agreement is sought
to be enforced.

         9.  Borrower's  Waivers.  Borrower,  for itself and it  successors  and
assigns,  hereby  waives  presentment,  protest,  demand,  diligence,  notice of
dishonor and of nonpayment,  and waives and renounces all rights to the benefits
of any statute of limitations  and any moratorium,  appraisement,  exemption and
homestead  now  provided  or which may  hereafter  be provided by any federal or
state statute,  including, but not limited to, exemptions provided by or allowed
under the Bankruptcy  Reform Act of 1984, both as to itself personally and as to
all of its  property,  whether real or  personal,  against the  enforcement  and
collection of the obligations evidenced by this Note and any and all extensions,
renewals and modifications hereof.
<PAGE>

         10.  Applicable Law. This Note shall be governed by and construed under
the laws of the State of  California,  without giving effect to its conflicts of
law principles. Borrower hereby submits to personal jurisdiction in the State of
California for the  enforcement of Borrower's  obligations  hereunder and waives
any and all  personal  rights  under  the law of any  other  state to  object to
jurisdiction  within such state for the  purposes of any action to enforce  such
obligations of Borrower. In the event such action is commenced,  Borrower agrees
that service of process may be made and personal jurisdiction may be obtained by
service of a copy of the summons,  complaint,  and other  pleadings  required to
commence such action upon Borrower at the address provided in section 11.

         11. Notices.  All notices,  requests,  demands and other communications
required or  permitted  hereunder  shall be in writing and shall be deemed given
when  delivered  personally or by facsimile  transmission,  delivered by courier
service or by other  messenger or ten days after being mailed by  registered  or
certified mail (return receipt  requested),  postage prepaid,  to the parties at
the  following  addresses  (or at such  other  address  for a party  as shall be
specified by like notice;  provided that notices of a change of address shall be
effective only upon receipt thereof):

         If to Borrower, to:
         Timothy N. Jenson
         11491 Harrisburg Road
         Los Alamitos, CA 90720
         Tel: 562-799-0458

         If to the Company, to:
         Merisel, Inc.
         200 Continental Boulevard
         El Segundo, California 90245
         Tel:  310-615-1235
         Fax: 310-615-6819
         Attention: Karen A. Tallman

         12. Captions.  The captions of the sections of this Note are solely for
convenience  and are not  intended  to be a part of this  Note and  shall not be
deemed to modify, explain, enlarge or restrict any of the provisions hereof.

         13. Waiver of Jury Trial.  Borrower hereby  knowingly,  voluntarily and
intentionally waives the right to a trial by jury in respect of any action based
on or arising out of, under or in  connection  with this Note,  or any course of
conduct, course of dealings,  statements (whether oral or written) or actions of
either party, this waiver being a material  inducement for the Company to accept
this Note.

         IN WITNESS  WHEREOF,  Borrower  has  executed  this Note as of the date
first above written.

WITNESS/ATTEST                                     TIMOTHY N. JENSON

     /s/                                           /s/Timothy N. Jenson
By:______________________________                  ___________________________

Name:____________________________

Title:___________________________