| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|-----------------------------------------------------------------------------------------|

|  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|--------|------------------------------------------------------------------------------------------|

| Delaware                                                       | 95-4172359                             |
|----------------------------------------------------------------|----------------------------------------|
| (State or Other Jurisdiction of Incorporation or Organization) | (I. R. S. Employer Identification No.) |
|                                                           |                                   |
| 127 West 30th Street, 5th FloorNew York, NY                    |  10001                            |
| (Address of Principal Executive Offices)                       | (Zip Code)                             |
|                                                           |
| 1 (212) 594-4800                                               |
| (Registrant's Telephone Number, Including Area Code)           |

----

|   ̈ LARGE ACCELERATED FILER, |   ̈ ACCELERATED FILER |   ̈ NON-ACCELERATED FILER |   x SMALLER REPORTING COMPANY |
|---------------------------------------|--------------------------------|------------------------------------|-----------------------------------------|

----

|                                                 |                                                                                                           | Reference |
|------------------------------------------------------|----------------------------------------------------------------------------------------------------------------|-----------|
| PART I.    FINANCIAL INFORMATION |
| Item 1.                                              | Financial Statements                                                                                           |      |
|                                                 | Condensed Consolidated Balance Sheets as of March 31, 2011 (Unaudited) and December 31, 2010                   | 1         |
|                                                 | Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2011 and 2010 (Unaudited) | 2         |
|                                                 | Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010 (Unaudited) | 3         |
|                                                 | Notes to Condensed Consolidated Financial Statements (Unaudited)                                               | 4         |
| Item 2.                                              | Management’s Discussion and Analysis of Financial Condition and Results of Operations                    | 16        |
| Item 4.                                              | Controls and Procedures                                                                                        | 21        |
| PART II.    OTHER INFORMATION    |                                                                                                           |
| Item 1.                                              | Legal Proceedings                                                                                              | 22        |
| Item 5.                                              | Other Information                                                                                              | 22        |
| Item 6.                                              | Exhibits                                                                                                       | 23        |
|                                                 | SIGNATURES                                                                                                     | 27   |

----

----

|                                                                                                                                                                                |   | March 31, 2011 |     |   | December 31, 2010 |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------|----------|--------|-------------------|--------|
|  ASSETS                                                                                                                                                                        |   | (Unaudited)    |     |   |              |   |
| Current assets:                                                                                                                                                                     |   |           |     |   |              |   |
| Cash and cash equivalents                                                                                                                                                           |   | $              | 2,837    |   |              | $      | 12,390 |   |
| Accounts receivable, net of allowance of $277 and $201, respectively                                                                                                                |   |           | 15,144   |   |              |   | 14,033 |   |
| Inventories                                                                                                                                                                         |   |           | 2,256    |   |              |   | 1,853 |   |
| Prepaid expenses and other current assets                                                                                                                                           |   |           | 1,765    |   |              |   | 1,025 |   |
| Total current assets                                                                                                                                                                |   |           | 22,002   |   |              |   | 29,301 |   |
|                                                                                                                                                                                |   |           |     |   |              |   |   |   |
| Property, plant and equipment, net                                                                                                                                                  |   |           | 5,345    |   |              |   | 5,711 |   |
| Restricted cash                                                                                                                                                                     |   |           | 2,232    |   |              |   | 2,232 |   |
| Trademarks                                                                                                                                                                          |   |           | 6,190    |   |              |   | 6,190 |   |
| Other intangible assets, net                                                                                                                                                        |   |           | 2,868    |   |              |   | 2,982 |   |
| Other assets                                                                                                                                                                        |   |           | 1,227    |   |              |   | 408 |   |
| Total assets                                                                                                                                                                        |   | $              | 39,864   |   |              | $      | 46,824 |   |
|                                                                                                                                                                                |   |           |     |   |              |   |   |   |
| LIABILITIES, TEMPORARY EQUITY, AND STOCKHOLDERS' DEFICIT                                                                                                                            |   |
|                                                                                                                                                                                |   |
| Current liabilities:                                                                                                                                                                |   |           |     |   |              |   |   |   |
| Accounts payable                                                                                                                                                                    |   | $              | 4,666    |   |              | $      | 4,440 |   |
| Accrued liabilities                                                                                                                                                                 |   |           | 5,399    |   |              |   | 7,374 |   |
| Capital lease obligations, current maturities                                                                                                                                       |   |           | 292      |   |              |   | 286 |   |
| Revolving credit agreement                                                                                                                                                          |   |           | 6,553    |   |              |   | 8,016 |   |
| Total current liabilities                                                                                                                                                           |   |           | 16,910   |   |              |   | 20,116 |   |
|                                                                                                                                                                                |   |           |     |   |              |   |   |   |
| Capital lease obligations, less current maturities                                                                                                                                  |   |           | 428      |   |              |   | 503 |   |
| Mandatorily redeemable series A preferred stock, $.01 par value, authorized 360,000 shares; 140,000 and 0 shares issued and outstanding, respectively                               |   |           | 11,783   |   |              |   | - |   |
| Other liabilities                                                                                                                                                                   |   |           | 442      |   |              |   | 492 |   |
| Total liabilities                                                                                                                                                                   |   |           | 29,563   |   |              |   | 21,111 |   |
|                                                                                                                                                                                |   |           |     |   |              |   |   |   |
| Commitments and Contingencies                                                                                                                                                       |   |           |     |   |              |   |   |   |
|                                                                                                                                                                                |   |           |     |   |              |   |   |   |
| Temporary equity:                                                                                                                                                                   |   |           |     |   |              |   |   |   |
| Convertible preferred stock, $.01 par value, authorized  600,000 shares; 0 and 332,721 issued, respectively and 0 and 313,531 shares issued and outstanding, respectively |   |           | -        |   |              |   | 34,616 |   |
|                                                                                                                                                                                |   |           |     |   |              |   |   |   |
| Stockholders' equity (deficit):                                                                                                                                                     |   |           |     |   |              |   |   |   |
| Common stock, $.01 par value, authorized 30,000,000 shares; 8,453,671 issued and 7,214,784 outstanding                                                                              |   |           | 84       |   |              |   | 84 |   |
| Additional paid-in capital                                                                                                                                                          |   |           | 285,202  |   |              |   | 265,836 |   |
| Accumulated deficit                                                                                                                                                                 |   |           | (273,041 | )      |              |   | (272,879 | ) |
| Treasury stock, at cost, 1,238,887 shares repurchased                                                                                                                               |   |           | (1,944   | )      |              |   | (1,944 | ) |
|                                                                                                                                                                                |   |           |     |   |              |   |   |   |
| Total stockholders' equity (deficit)                                                                                                                                                |   |           | 10,301   |   |              |   | (8,903 | ) |
| Total liabilities, temporary equity, and stockholders' equity (deficit)                                                                                                             |   | $              | 39,864   |   |              | $      | 46,824 |   |

----

|                                           |   | Three Months Ended March 31, |   |
|------------------------------------------------|--------|------------------------------|--------|
|                                           |   | 2011                         |   |   | 2010 |   |
|                                           |   |                         |   |   |   |   |
| Net sales                                      |   | $                            | 17,355 |   |   | $ | 15,006 |   |
|                                           |   |                         |   |   |   |   |   |   |
| Cost of sales                                  |   |                         | 9,947  |   |   |   | 9,311 |   |
|                                           |   |                         |   |   |   |   |   |   |
| Gross profit                                   |   |                         | 7,408  |   |   |   | 5,695 |   |
|                                           |   |                         |   |   |   |   |   |   |
| Selling, general & administrative expenses |   |                         | 7,182  |   |   |   | 6,885 |   |
|                                           |   |                         |   |   |   |   |   |   |
| Operating income (loss)                        |   |                         | 226    |   |   |   | (990 | ) |
|                                           |   |                         |   |   |   |   |   |   |
| Interest expense, net                          |   |                         | 419    |   |   |   | 131 |   |
|                                           |   |                         |   |   |   |   |   |   |
| Loss before benefit for income tax             |   |                         | (193   | ) |   |   | (1,121 | ) |
|                                           |   |                         |   |   |   |   |   |   |
| Income tax benefit                             |   |                         | (31    | ) |   |   | - |   |
|                                           |   |                         |   |   |   |   |   |   |
| Net loss                                       |   |                         | (162   | ) |   |   | (1,121 | ) |
|                                           |   |                         |   |   |   |   |   |   |
| Preferred stock dividends                      |   |                         | -      |   |   |   | 640 |   |
|                                           |   |                         |   |   |   |   |   |   |
| Loss available to common stockholders          |   | $                            | (162   | ) |   | $ | (1,761 | ) |
|                                           |   |                         |   |   |   |   |   |   |
| Loss per share (basic and diluted):            |   |                         |   |   |   |   |   |   |
| Net loss available to common stockholders      |   | $                            | (0.02  | ) |   | $ | (0.24 | ) |
|                                           |   |                         |   |   |   |   |   |   |
| Weighted average number of shares              |   |                         |   |   |   |   |   |   |
|   Basic                              |   |                         | 7,215  |   |   |   | 7,213 |   |
|   Diluted                            |   |                         | 7,215  |   |   |   | 7,213 |   |

----

|                                                                        |   | Three Months Ended March 31, |   |
|-----------------------------------------------------------------------------|--------|------------------------------|--------|
|                                                                        |   | 2011                         |   |   | 2010 |   |
|                                                                        |   |                         |   |   |   |   |
| CASH FLOWS FROM OPERATING ACTIVITIES:                                       |   |                         |   |   |   |   |
| Net loss                                                                    |   | $                            | (162   | ) |   | $ | (1,121 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: |   |                         |   |   |   |   |   |   |
|   Stock-based compensation expense                                |   |                         | -      |   |   |   | 2 |   |
|   Deferred occupancy costs                                        |   |                         | (50    | ) |   |   | (33 | ) |
|   Bad debt provision                                              |   |                         | 76     |   |   |   | 38 |   |
|   Amortization of discount on preferred stock                     |   |                         | 33     |   |   |   | - |   |
|   Depreciation and amortization                                   |   |                         | 743    |   |   |   | 1,159 |   |
| Changes in operating assets and liabilities:                                |   |                         |   |   |   |   |   |   |
|   Accounts receivable                                             |   |                         | (1,187 | ) |   |   | 1,643 |   |
|   Inventories                                                     |   |                         | (403   | ) |   |   | (76 | ) |
|   Prepaid expenses and other assets                               |   |                         | (1,559 | ) |   |   | (627 | ) |
|   Accounts payable                                                |   |                         | 226    |   |   |   | (1,605 | ) |
|   Accrued liabilities                                             |   |                         | (1,975 | ) |   |   | (341 | ) |
| Net cash used in operating activities                                       |   |                         | (4,258 | ) |   |   | (961 | ) |
|                                                                        |   |                         |   |   |   |   |   |   |
| CASH FLOWS FROM INVESTING ACTIVITIES:                                       |   |                         |   |   |   |   |   |   |
|   Capital expenditures                                            |   |                         | (263   | ) |   |   | (234 | ) |
| Net cash used in investing activities                                       |   |                         | (263   | ) |   |   | (234 | ) |
|                                                                        |   |                         |   |   |   |   |   |   |
| CASH FLOWS FROM FINANCING ACTIVITIES:                                       |   |                         |   |   |   |   |   |   |
| Capital lease payments                                                      |   |                         | (69    | ) |   |   | (65 | ) |
| Revolving credit agreement repayments                                       |   |                         | (1,463 | ) |   |   | (1,650 | ) |
| Redemption of preferred stock                                               |   |                         | (3,500 | ) |   |   | - |   |
| Net cash used in financing activities                                       |   |                         | (5,032 | ) |   |   | (1,715 | ) |
|                                                                        |   |                         |   |   |   |   |   |   |
| NET DECREASE IN CASH AND CASH EQUIVALENTS                                   |   |                         | (9,553 | ) |   |   | (2,910 | ) |
|                                                                        |   |                         |   |   |   |   |   |   |
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                              |   |                         | 12,390 |   |   |   | 10,581 |   |
| CASH AND CASH EQUIVALENTS, END OF PERIOD                                    |   | $                            | 2,837  |   |   | $ | 7,671 |   |
|                                                                        |   |                         |   |   |   |   |   |   |
| Cash paid during the period for:                                            |   |                         |   |   |   |   |   |   |
|   Interest expense                                                |   | $                            | 122    |   |   | $ | 146 |   |
| Non-cash investing and financing activities:                                |   |                         |   |   |   |   |   |   |
|   Preferred dividends accumulated                                 |   |                         | -      |   |   |   | 640 |   |
|   Extinguishment of convertible preferred stock                   |   | $                            | 19,366 |   |   |   | - |   |

----

----

|   |   |
|--------|--------|

| 4. | Inventories |
|----|-------------|

|                     |   | March 31, 2011 |   |   | December 31, 2010 |   |
|--------------------------|--------|---------------------|--------|--------|------------------------|--------|
|                     |   |                |   |   |                   |   |
| Raw materials            |   | $                   | 1,473  |   |                   | $      | 1,319 |   |
| Work-in-progress         |   |                | 786    |   |                   |   | 537 |   |
| Reserve for obsolescence |   |                | (3     | )      |                   |   | (3 | ) |
| Inventory, net           |   | $                   | 2,256  |   |                   | $      | 1,853 |   |

| 5. | Intangibles |
|----|-------------|

|                   |   | March 31, 2011 |   |   | December 31, 2010 |   |
|------------------------|--------|----------------|--------|--------|-------------------|--------|
| Customer relationships |   | $              | 2,375  |   |              | $      | 2,436 |   |
| Non-compete agreements |   |           | 4      |   |              |   | 15 |   |
| Trade know-how         |   |           | 489    |   |              |   | 531 |   |
| Total                  |   | $              | 2,868  |   |              | $      | 2,982 |   |

----

| For the Twelve-Month Period Ended March 31, |   |
|---------------------------------------------|--------|
|                                        |   | Amount |   |
| 2012                                        |   | $ | 416 |   |
| 2013                                        |   |   | 413 |   |
| 2014                                        |   |   | 357 |   |
| 2015                                        |   |   | 287 |   |
| 2016                                        |   |   | 245 |   |
| Thereafter                                  |   |   | 1,150 |   |
| Total                                       |   | $ | 2,868 |   |

| 6. | Fair Value Measurements |
|----|-------------------------|

|   | · | Level 1- Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Level 2- Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Level 3- Inputs that are unobservable for the asset or liability. |
|--------|--------|-------------------------------------------------------------------|

----

| 7. | Accrued Liabilities |
|----|---------------------|

|                                    |   | March 31, 2011 |   |   | December 31, 2010 |   |
|-----------------------------------------|--------|---------------------|--------|--------|-------------------|--------|
|                                    |   |                |   |   |              |   |
| Accrued liabilities:                    |   |                |   |   |              |   |
| Compensation and other benefit accruals |   | $                   | 2,472  |   |              | $      | 4,241 |   |
| Other accruals                          |   |                | 2,927  |   |              |   | 3,133 |   |
|   Total accrued liabilities   |   | $                   | 5,399  |   |              | $      | 7,374 |   |

| 8. | Income Taxes |
|----|--------------|

----

| 9. | Debt |
|----|------|

|                                   |   | March 31, 2011 |   |   | December 31, 2010 |   |
|----------------------------------------|--------|----------------|--------|--------|-------------------|--------|
| Current:                               |   |           |   |   |              |   |
| Capital lease obligations              |   | $              | 292    |   |              | $      | 286 |   |
| Revolving credit agreement             |   |           | 6,553  |   |              |   | 8,016 |   |
|                                   |   |           | 6,845  |   |              |   | 8,302 |   |
| Non-current:                           |   |           |   |   |              |   |   |   |
| Capital lease obligations              |   |           | 428    |   |              |   | 503 |   |
| Mandatorily redeemable preferred stock |   |           | 11,783 |   |              |   | - |   |
|                                   |   |           | 12,211 |   |              |   | 503 |   |
|                                   |   |           |   |   |              |   |   |   |
| Total                                  |   | $              | 19,056 |   |              | $      | 8,805 |   |

----

----

| 10. | Commitments and Contingencies |
|-----|-------------------------------|

----

----

| 11. | Stock-Based Compensation |
|-----|--------------------------|

----

|                                                                                                     |   |  Options |    |   | WeightedAverageExercise Price |   |
|----------------------------------------------------------------------------------------------------------|--------|---------------|---------|--------|-------------------------------|--------|
| Outstanding at December 31, 2010                                                                         |   |          | 300,000 |   |                          | $      | 8.33 |   |
| Granted                                                                                                  |   |          | -       |   |                          |   | N/A |   |
| Exercised                                                                                                |   |          | -       |   |                          |   | N/A |   |
| Canceled                                                                                                 |   |          | -       |   |                          |   | N/A |   |
| Outstanding at March 31, 2011                                                                            |   |          | 300,000 |   |                          | $      | 8.33 |   |
| Options exercisable at    March 31, 2011                                             |   |          | 300,000 |   |                          | $      | 8.33 |   |
| Weighted average fair value  at date of grant of options  granted during the quarter |   |          | N/A     |   |                          |   | N/A |   |

|            |           |   | Options Outstanding   |   |    | Options Exercisable |   |
|-----------------|----------------|--------|-----------------------|--------|---------|---------------------|--------|
|            |           |   |                  |   |    | Weighted            |   |   |   |   |   |   |   |   |   |   |
|            |           |   |                  |   |    | Average             |   |   | Weighted |   |   |   |   |   | Weighted |   |
|            |           |   | Number                |   |    | Remaining           |   |   | Average |   |   | Number |   |   | Average |   |
| Range of        |           |   | Outstanding           |   |    | Life                |   |   | Exercise |   |   | Exercisable |   |   | Exercise |   |
| Exercise Prices |           |   | At 3/31/11 33/3/31/09 |   |    | In Years            |   |   | Price |   |   | At 3/31/11 3/31/09 |   |   | Price |   |
|            |           |   |                  |   |    |                |   |   |   |   |   |   |   |   |   |   |
| $               | 5.00           |   |                  |   | 100,000 |                |   |   | 3.6 |   |   | $ | 5.00 |   |   |   | 100,000 |   |   | $ | 5.00 |   |
| $               | 8.00           |   |                  |   | 100,000 |                |   |   | 3.6 |   |   | $ | 8.00 |   |   |   | 100,000 |   |   | $ | 8.00 |   |
| $               | 12.00          |   |                  |   | 100,000 |                |   |   | 3.6 |   |   | $ | 12.00 |   |   |   | 100,000 |   |   | $ | 12.00 |   |
|            |           |   |                  |   |    |                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| $               | 5.00 to $12.00 |   |                  |   | 300,000 |                |   |   |   |   |   | $ | 8.33 |   |   |   | 300,000 |   |   | $ | 8.33 |   |

----

| 12. | Temporary Equity |
|-----|------------------|

----

| 13. | Earnings Per Share and Stockholders Equity |
|-----|--------------------------------------------|

----

|   | · | On March 1, 2005, the Company acquired its New York-based graphics solutions, premedia and retouching services businesses, Color Edge, Inc. (“Color Edge”) and Color Edge Visual, Inc. (“Color Edge Visual”), and its New York-based prototype services provider, Comp 24, LLC (“Comp 24”); |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | On August 8, 2005, the Company acquired its California-based graphics solutions business, Crush Creative, Inc. (“Crush”); |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------|

|   | · | On May 5, 2006, the Company acquired its California-based prototypes business, Dennis Curtin Studios, Inc. (“DCS”); |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------|

|   | · | On May 10, 2006, the Company acquired its Georgia-based prototypes business, Advertising Props, Inc. (“AdProps”); and |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------|

|   | · | On October 1, 2006, the Company acquired its New York-based premedia and retouching services business, Fuel Digital, Inc. (“Fuel”). |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------|

----

----

----

----

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| Exhibit |   | Description                                                                                                                                                                                                                                                                                                                                                                     |   | Method of Filing                                                                                                  |
|---------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                              |
| 2.1     |   | Asset Purchase Agreement dated as of July 6, 2005 by and among Merisel, Inc., MCRU, LLC, Crush Creative, Inc. (“Crush”) and the shareholders of Crush signatories thereto, as amended by that certain Amendment and Waiver to Asset Purchase Agreement, dated as of August 8, 2005 by and among Merisel, MCRU, Crush and Guy Claudy as Shareholders Representative. |   | Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 9, 2005. **   |
|    |   |                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                              |
| 2.2     |   | Amendment and Waiver to Asset Purchase Agreement, dated as of August 8, 2005 by and among Merisel, Inc., MCRU, LLC, Crush Creative, Inc. and Guy Claudy as Shareholders Representative.                                                                                                                                                                                         |   | Filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 9, 2005. **   |
|    |   |                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                              |
| 2.3     |   | Asset Purchase Agreement, dated as of October 4, 2006 by and among Merisel, Inc., Merisel FD, LLC, Fuel Digital, Inc. and the shareholders of Fuel signatories thereto.                                                                                                                                                                                                         |   | Filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on October 6, 2006. **        |
|    |   |                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                              |
| 3.1     |   | Restated Certificate of Incorporation of Merisel, Inc., as amended.                                                                                                                                                                                                                                                                                                             |   | Filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005. **   |
|    |   |                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                              |
| 3.2     |   | Bylaws of Merisel, Inc., as amended.                                                                                                                                                                                                                                                                                                                                            |   | Filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005. **   |
|    |   |                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                              |
| 4.1     |   | Certificate of Designation of Convertible Preferred Stock of Merisel, Inc., dated June 9, 2000.                                                                                                                                                                                                                                                                                 |   | Filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K dated June 9, 2000. **                    |
|    |   |                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                              |
| 4.2     |   |   Certificate of Designation of Series A Preferred Stock, dated February 4, 2011.                                                                                                                                                                                                                                                                                          |   | Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2011. ** |
|    |   |                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                              |
| 10.1    |   | Assignment and Assumption Agreement, between Merisel and Saints, dated March 21, 2011.                                                                                                                                                                                                                                                                                          |   | Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 28, 2011. **  |
|    |   |                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                              |
| 10.2    |   | Agreement and Waiver, between Merisel and Saints, dated March 21, 2011.                                                                                                                                                                                                                                                                                                         |   | Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 28, 2011. **  |
|    |   |                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                              |
| 10.3    |   | Consent, Waiver and Amendment No. 2 to Revolving Credit and Security Agreement, between Merisel and each of its subsidiaries as Borrowers and PNC, dated March 21, 2011.                                                                                                                                                                                                        |   | Filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on March 28, 2011. **  |

----

| Exhibit |   |  Description                                                                                                                                                                                                                                                                          |   |  Method of Filing                                                                                              |
|---------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                       |   |                                                                                                                |
| *10.4   |   | Merisel, Inc. 1997 Stock Award and Incentive Plan.                                                                                                                                                                                                                                         |   | Filed as Annex II to the Company’s Schedule 14A dated October 6, 1997. **                                     |
|    |   |                                                                                                                                                                                                                                                                                       |   |                                                                                                                |
| *10.5   |   | Form of Nonqualified Stock Option Agreement under the Merisel, Inc. 1997 Stock Award and Incentive Plan.                                                                                                                                                                                   |   | Filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997. **    |
|    |   |                                                                                                                                                                                                                                                                                       |   |                                                                                                                |
| *10.6   |   | Employment Agreement dated November 22, 2004 between Merisel, Inc. and Donald R. Uzzi.                                                                                                                                                                                                     |   | Filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 24, 2004. ** |
|    |   |                                                                                                                                                                                                                                                                                       |   |                                                                                                                |
| *10.7   |   | Amendment to Employment Agreement dated November 22, 2004 between Merisel, Inc. and Donald R. Uzzi.                                                                                                                                                                                        |   | Filed as Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on March 9, 2006.**      |
|    |   |                                                                                                                                                                                                                                                                                       |   |                                                                                                                |
| *10.8   |   | Form of Indemnity Agreement entered into between Merisel, Inc. and each of its Directors and certain Officers.                                                                                                                                                                             |   | Filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on March 28, 2011.**     |
|    |   |                                                                                                                                                                                                                                                                                       |   |                                                                                                                |
| *10.9   |   | Amendment to 1997 Merisel Inc. Stock Award and Incentive Plan Form of Restricted Stock Agreement for Directors.                                                                                                                                                                            |   | Filed as Exhibit 10.50 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007. **   |
|    |   |                                                                                                                                                                                                                                                                                       |   |                                                                                                                |
| *10.10  |   | Amendment No. 2 to Employment Agreement, dated January 18, 2009, between Merisel, Inc. and Donald R. Uzzi.                                                                                                                                                                                 |   | Filed as Exhibit 10.51 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007. **   |
|    |   |                                                                                                                                                                                                                                                                                       |   |                                                                                                                |
| *10.11  |   | Merisel, Inc. 2009 Stock Award and Incentive Plan.                                                                                                                                                                                                                                         |   | Filed as Annex A to the Company’s Schedule 14A dated November 7, 2009. **                                     |
|    |   |                                                                                                                                                                                                                                                                                       |   |                                                                                                                |
| *10.12  |   | Employment Agreement dated May 6, 2009 by and between Merisel, Inc. and Victor L. Cisario.                                                                                                                                                                                                 |   | Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 12, 2009.**      |
|    |   |                                                                                                                                                                                                                                                                                       |   |                                                                                                                |
| *10.13  |   | Amendment #3 to Employment Agreement, dated June 29, 2009 by and between Merisel, Inc. and Donald R. Uzzi.                                                                                                                                                                                 |   | Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2009.** |
|    |   |                                                                                                                                                                                                                                                                                       |   |                                                                                                                |
| 10.14   |   | Amended and Restated Credit Agreement dated September 30, 2009, among Color Edge LLC, Color Edge Visual LLC and Crush Creative LLC, as borrowers, the Company, Merisel Americas, Inc. and certain other affiliates of borrowers, as corporate guarantors, and Amalgamated Bank, as lender. |   | Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 5, 2009.**    |

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| Exhibit |   |  Description                                                                                                                                                                                                                                                                                                      |   |  Method of Filing                                                                                                         |
|---------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                           |
| 10.15   |   | Second Reaffirmation and Confirmation Agreement (Security Documents) dated September 30, 2009, among Color Edge LLC, Color Edge Visual LLC and Crush Creative LLC, as borrowers, the Company, Merisel Americas, Inc. and certain other affiliates of borrowers, as corporate guarantors, in favor of Amalgamated Bank. |   | Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 5, 2009.**               |
|    |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                           |
| *10.16  |   | Employment Agreement, dated January 8, 2010 by and between Merisel, Inc. and Raymond E. Powers.                                                                                                                                                                                                                        |   | Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.               |
|    |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                           |
| 10.17   |   | Revolving Credit and Security Agreement dated as of August 13, 2010 by and among Merisel, Inc., Merisel Americas, Inc., Color Edge LLC, Color Edge Visual LLC, Comp 24 LLC, Crush Creative LLC, Dennis Curtin Studios, LLC, MADP, LLC, Advertising Props, Inc., Fuel Digital, LLC, and PNC Bank, National Association. |   | Filed as Exhibit 10.20 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010. **            |
|    |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                           |
| 10.18   |   | Pledge Agreement dated as of August 13, 2010 by and between and PNC Bank, National Association.                                                                                                                                                                                                                        |   | Filed as Exhibit 10.21 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010. **            |
|    |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                           |
| *10.19  |   | Employment Agreement, dated as of December 17, 2010, by and between Merisel, Inc. and Michael A. Berman.                                                                                                                                                                                                               |   | Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 23, 2010. **            |
|    |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                           |
| *10.20  |   | Amendment #4 to Employment Agreement, dated as of December 22, 2010, by and between Merisel, Inc. and Donald R. Uzzi.                                                                                                                                                                                                  |   | Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 23, 2010. **            |
|    |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                           |
| *10.21  |   | Amendment to Employment Agreement, dated as of December 22, 2010, by and between Merisel, Inc. and Victor L. Cisario.                                                                                                                                                                                                  |   | Filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on December 23, 2010.  ** |
|    |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                           |
| 10.22   |   | Redemption Agreement, between Merisel, Inc. and Phoenix Acquisition Company II, L.L.C., dated as of January 19, 2011.                                                                                                                                                                                                  |   | Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 19, 2011. **             |
|    |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                           |
| 10.23   |   | Consent, Waiver and Amendment No. 1 to Revolving Credit and Security Agreement, between Merisel, Inc. and each of its subsidiaries as Borrowers and PNC Bank, National Association, as Lender, dated February 3, 2011.                                                                                                 |   | Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2011. **             |

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| Exhibit |   |  Description                                                                                                        |   |  Method of Filing                                                                                                   |
|---------|--------|--------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                     |   |                                                                                                                     |
| 10.24   |   | Registration Rights Agreement, between Merisel, Inc. and Phoenix Acquisition Company II, L.L.C., dated February 4, 2011. |   | Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2011. **       |
|    |   |                                                                                                                     |   |                                                                                                                     |
| 10.25   |   | Amendment No. 2 to Stock and Note Purchase Agreement, dated February 4, 2011.                                            |   | Filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2011. **  |
| 10.26   |   | Merisel, Inc. Board of Directors Compensation Plan, dated April 27, 2011                                                 |   | Filed herewith.                                                                                                          |
|    |   |                                                                                                                     |   |                                                                                                                     |
| 14.1    |   | Code of Business Conduct.                                                                                                |   | Filed as exhibit 99.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.**          |
|    |   |                                                                                                                     |   |                                                                                                                     |
| 23      |   | Consent of Independent Registered Public Accounting Firm                                                            |   | Filed herewith.                                                                                                          |
|    |   |                                                                                                                     |   |                                                                                                                     |
| 31.1    |   | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.             |   | Filed herewith.                                                                                                          |
|    |   |                                                                                                                     |   |                                                                                                                     |
| 31.2    |   | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.             |   | Filed herewith.                                                                                                          |
|    |   |                                                                                                                     |   |                                                                                                                     |
| 32      |   | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.            |   | Filed herewith.                                                                                                          |

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|   | Merisel, Inc. |                                             |
|--------|---------------|--------------------------------------------------|
|   |          |                                             |   |
|   | By:           | /s/ Donald R. Uzzi                               |   |
|   |          | Donald R. Uzzi                                   |   |
|   |          | Chairman, Chief Executive Officer, and President |   |
|   |          |                                             |   |
|   |  By:     |  /s/ Victor L. Cisario                      |   |
|   |          | Victor L. Cisario                                |   |
|   |          | Chief Financial Officer                          |   |