CHANGE OF CONTROL AGREEMENT


         This  Change of Control  Agreement  is dated as of May 11, 1998 and is
between  Merisel  Americas,  Inc. ("Americas"), a   Delaware   corporation, and 
Kristin M. Rogers ("Executive").

         Americas  desires  to  employ  Executive.  Accordingly,  Executive  and
Americas  desire to set forth the  terms and  conditions  governing  Executive's
employment by Americas  following a Change of Control (as defined  below) and in
certain other circumstances. Accordingly, Executive and Americas hereby agree as
follows:

         1.  Definitions.  For purposes of this  Agreement,  the following terms
shall have the meanings set forth below:

         (a) "Base  Salary"  shall mean  Executive's  annual  base  salary as in
effect on the business day preceding a Covered Resignation (as defined below) or
a Change of Control or, in the case of a Change of  Control,  as the same may be
increased  thereafter  from time to time,  exclusive  of any bonus or  incentive
compensation,  benefits  (whether standard or special),  automobile  allowances,
relocation or tax equalization payments,  pension payments or reimbursements for
professional services.

         (b) The "Company" shall mean Merisel, Inc., a Delaware corporation, and
each of its successor  enterprises  that result from any merger,  consolidation,
reorganization, sale of assets or otherwise. As used herein, the term "Americas"
shall also include each  successor  enterprise  of Merisel  Americas,  Inc. that
results  from any  merger,  consolidation,  reorganization,  sale of  assets  or
otherwise.

         (c) An  "Americas  Change of  Control"  shall have  occurred if (i) any
person, corporation, partnership, trust, association, enterprise or group, other
than the Company, shall become the beneficial owner, directly or indirectly,  of
outstanding  capital  stock of  Americas  possessing  at least 50% of the voting
power (for the  election  of  directors)  of the  outstanding  capital  stock of
Americas, or (ii) there shall be a sale of all or substantially all of Americas'
assets or Americas shall merge or consolidate  with another  corporation and the
stockholders  of  Americas  immediately  prior to such  transaction  do not own,
immediately  after  such  transaction,  stock  of the  purchasing  or  surviving
corporation in the transaction  (or of the parent  corporation of the purchasing
or surviving corporation)  possessing more than 50% of the voting power (for the
election of directors)  of the  outstanding  capital stock of that  corporation,
which ownership shall be measured without regard to any stock of the purchasing,
surviving or parent  corporation  owned by the stock holders of Americas  before
the  transaction.  A "Company  Change of Control" shall have occurred if (i) any
person, corporation,  partnership, trust, association, enterprise or group shall
become the  beneficial  owner,  directly or indirectly,  of outstanding  capital
stock of the  Company  possessing  at least  50% of the  voting  power  (for the
election of directors) of the outstanding  capital stock of the Company, or (ii)
there shall be a sale of all or substantially all of the Company's assets or the
Company shall merge or consolidate with another corporation and the stockholders
of the Company  immediately  prior to such  transaction do not own,  immediately

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after such transaction,  stock of the purchasing or surviving corporation in the
transaction  (or of  the  parent  corporation  of the  purchasing  or  surviving
corporation)  possessing  more than 50% of the voting power (for the election of
directors) of the outstanding capital stock of that corporation, which ownership
shall be measured  without regard to any stock of the  purchasing,  surviving or
parent  corporation  owned  by the  stock  holders  of the  Company  before  the
transaction. It is expressly understood that, for purposes of this Section 1(c),
the  holders of  indebtedness  of the Company or its  subsidiaries  shall not be
deemed to constitute a "group" solely by virtue of their roles as debtholders or
by exercising their rights with respect thereto.  A "Change of Control" shall be
the  first to occur of a Company  Change of  Control  or an  Americas  Change of
Control.

         (d) "Covered  Resignation"  shall mean a resignation  by Executive that
occurs  within  six  months  after  there  has  been  a  material  reduction  in
Executive's job  responsibilities  from those that existed  immediately prior to
the reduction,  it being  understood that a mere change in title alone shall not
constitute a material reduction in Executive's job responsibilities.

         (e) "Covered  Termination"  shall mean any cessation of the Executive's
employment  by Americas  that occurs  after a Change of Control  other than as a
result  of (i)  Termination  for  Cause,  (ii)  Executive's  death or  permanent
disability, or (iii) Executive's resignation without Good Reason (as hereinafter
defined).

         (f) A resignation  by Executive  shall be with "Good Reason" if after a
Change of Control (i) there has been a material  reduction  in  Executive's  job
responsibilities  from those  that  existed  immediately  prior to the Change of
Control,  it being  understood  that a mere  change  in title  alone  shall  not
constitute  a material  reduction  in  Executive's  job  responsibilities,  (ii)
without  Executive's prior written approval,  Americas requires  Executive to be
based  anywhere  other than the  Executive's  then  current  location,  it being
understood  that required travel on Americas'  business to an extent  consistent
with Executive's  business travel obligation prior to the Change of Control does
not constitute  "Good  Reason,"  (iii) there is a reduction in Executive's  Base
Salary, except that an across-the-board  reduction in the salary level of all of
Americas'  Executives in the same percentage  amount as part of a general salary
level reduction  shall not constitute  "Good Reason," or (iv) a successor to all
or  substantially  all of the business  and assets of Americas  fails to furnish
Executive with the assumption agreement required by Section 8 hereof.

         (g)  "Termination   for  Cause"  shall  mean  if  Americas   terminates
Executive's employment for any of the following reasons:  Executive'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 Executive by
Executive in violation of Americas' policies);  excessive absenteeism;  abuse of
sick  time;  or  Executive's  conviction  for or a plea  of nolo  contendere  by
Executive to a felony or any crime involving moral turpitude.

         (h) "Expiration Date" shall mean May 31, 2000.

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         2.  At-Will  Employee.  Subject  to  the  express  provisions  of  this
Agreement,  Americas shall have no obligation to retain or continue Executive as
an  employee  and  Executive's  employment  status as an  "at-will"  employee of
Americas is not affected by this Agreement.

         3. Consequences of Covered Termination or Covered Resignation. If (1) a
Change of Control shall occur on or before the Expiration  Date and if a Covered
Termination  shall  occur  within  one year after the Change of Control or (2) a
Covered  Resignation  shall occur prior to the Expiration Date, then: (A) on the
effective  date of such Covered  Termination  or Covered  Resignation,  Americas
shall make a lump sum payment to Executive equal to twelve months of Executive's
Base Salary;  (B) Americas will reimburse  Executive for the cost of Executive's
COBRA payments (at the level of coverage,  including dependent care coverage, as
in effect immediately prior to such Covered Termination or Covered  Resignation)
under Americas'  health  insurance plans for a twelve month period following the
date of the Covered Termination or Covered Resignation; and (C) on the effective
date of such Covered Termination or Covered  Resignation,  Americas will forgive
the outstanding  principal amount of the $150,000 housing loan made to Executive
following  the  commencement  of  Executive's  employment.  The  amount  of  the
reimbursement  for COBRA  payments  will be  grossed up so that  Executive  will
receive an amount  equal to the COBRA  payments,  after  taking into account all
applicable  taxes.  The  payments  to  be  made  to  Executive  upon  a  Covered
Termination  or Covered  Resignation  are in  addition to the  payments  made to
employees  by  Americas  upon  termination  in  the  ordinary  course,  such  as
reimbursement  for  business  expenses  and  vacation  pay  through  the date of
termination.

         4.  Withholding.  Americas  shall  deduct  from  all  payments  paid to
Executive under this Agreement any required amounts for social security, federal
and state  income  tax  withholding,  federal  or state  unemployment  insurance
contributions, and state disability insurance or any other required taxes.

         5. Benefit Reduction. In the event any payments are required to be made
pursuant to Section 3 hereof,  the first dollar amount of such payments shall be
reduced to the extent  necessary to assure that the  payments  that are received
pursuant to the terms and  conditions  of this  Agreement  which are  "parachute
payments"  under Internal  Revenue Code Section 280G (or any successor  section)
and the Department of Treasury  regulations  issued thereunder do not exceed the
maximum amount which may be paid hereunder without such amounts being treated as
an "excess parachute payment" under such section.

         6.  Mitigation.  Executive  shall have no  obligation  to mitigate  the
amount of any payment  provided for in this  Agreement by seeking  employment or
otherwise.

         7.  Executive's  Obligations.  In exchange for Americas  providing  the
above described benefits to Executive,  Executive agrees that prior to receiving
any severance  compensation from Americas in respect of such Covered Termination
or Covered  Resignation,  whether under this  Agreement or otherwise,  Executive
will execute and deliver to Americas a Release and a Confidentiality  Agreement,
each substantially in the form provided to Executive with this Agreement.

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         8. Assumption  Agreement.  Americas will require any successor (whether
direct or indirect,  by purchase,  merger  consolidation or otherwise) to all or
substantially  all of the business  and assets of Americas,  expressly to assume
and agree to perform  this  Agreement  in the same manner and to the same extent
that Americas would be required to perform it whether or not such succession had
taken place.

         9.  Arbitration.  Any  dispute  that may arise  between  Executive  and
Americas  in  connection  with or  relating  to this  Agreement,  including  any
monetary claim arising from or relating to this Agreement,  will be submitted to
final and binding arbitration in Los Angeles, California, in accordance with the
rules of the  American  Arbitration  Association  ("AAA")  then in effect.  Such
arbitration  shall proceed  before a single  arbitrator who shall be selected by
the mutual  agreement of the parties.  If the parties are unable to agree on the
selection of an arbitrator, such arbitrator shall be selected in accordance with
the Employment  Dispute Resolution Rules and procedures of the AAA. The decision
of the  arbitrator,  including  determination  of  the  amount  of  any  damages
suffered,  shall be conclusive,  final and binding on such arbitrating  parties,
their respective heirs, legal  representatives,  successors,  and assigns.  Each
party to any such  arbitration  proceeding  shall bear her or his own attorney's
fees and costs in connection with any such  arbitration and each party shall pay
half of all costs  associated  with the arbitration  including the  arbitrator's
fees.

         10.  Miscellaneous.  This Agreement  shall be binding upon and inure to
the benefit of Americas and Executive;  provided that Executive shall not assign
any of  Executive's  rights or duties under this  Agreement  without the express
prior written consent of Americas. This Agreement sets forth the parties' entire
agreement  with  regard  to the  subject  matter  hereof.  No other  agreements,
representations,  or warranties have been made by either party to the other with
respect to the subject matter of this  Agreement.  This agreement may be amended
only by a written  agreement  signed by both parties.  This  Agreement  shall be
governed  by  and  construed  in  accordance  with  the  laws  of the  State  of
California.  Any waiver by either  party of any breach of any  provision of this
Agreement  shall not operate as or be  construed  as a waiver of any  subsequent
breach. If any legal action is necessary to enforce the terms of this Agreement,
the prevailing party shall be entitled to reasonable attorneys' fees in addition
to any other relief to which that party may be entitled.

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

MERISEL AMERICAS, INC.


     /s/ Dwight A. Steffensen                          /s/ Kristin M. Rogers
By:__________________________                         __________________________
Name: Dwight A. Steffensen                            Kristin M. Rogers
     Title:   Chief Executive Officer