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                               SEVERANCE AGREEMENT


         This  Severance  Agreement is dated as of March 3, 1999 and is between
Merisel,  Inc., a Delaware  corporation,  and James E. Illson ("Executive").

         The Company and Executive 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 date hereof or as the same may be increased  from time to time and
without giving effect to any reduction  referenced by clause (d)(iii) below that
is  not  part  of an  across-the-board  reduction,  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) "Employment  Agreement"  shall mean that certain  Employment
Agreement dated as of August 19, 1996 between  Executive and the Company.

         (c) 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.

         (d) A resignation by Executive shall be with "Good Reason" if (i) there
has been a material  reduction in Executive'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
Executive's  job  responsibilities,   (ii)  without  Executive's  prior  written
approval,  the Company  requires  Executive to be based  anywhere other than the
Executive's then current  location,  it being understood that required travel on
the  Company's  business to an extent  consistent  with  Executive's  normal and
customary  business  travel  obligations  does not constitute  "Good Reason," or
(iii)  there  is  a  reduction  in  Executive'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."

         (e)  "Termination  for  Cause"  shall  mean if the  Company  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 associate by
Executive in violation of the Company' 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.
<PAGE>

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

         3. Termination. If Executive's employment by the Company terminates for
any reason other than as a result of a Termination for Cause, death or permanent
disability,  or  Executive's  resignation  without  Good Reason,  then:  (A) the
Company shall pay Executive as severance  compensation (the "Severance Payment")
an amount equal to one and one-half times  Executive's Base Salary,  which shall
be paid to  Executive  bi-weekly  in equal  amounts  over a  period  of 78 weeks
("Payment  Period") in accordance with the Company's standard payroll practices,
and (B) the Company shall 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  termination)  under  the  Company's  health
insurance  plans  for an  eighteen-month  period  following  the  date  of  such
termination;  provided,  however,  that (i) the amount  payable under clause (A)
above  shall be  reduced by any lump sum  payment  made to  Executive  under the
Employment  Agreement and (ii) Executive shall not be entitled to payments under
clause  (B)  above to the  extent  they are made to  Executive  pursuant  to the
Employment  Agreement.  The payments to be made to Executive  upon a termination
contemplated  by  this  paragraph  3 are in  addition  to the  payments  made to
employees  by the Company  upon  termination  in the  ordinary  course,  such as
reimbursement  for  business  expenses  and  vacation  pay  through  the date of
termination.

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

         6. Executive's Obligations. (a) In exchange for the Company agreeing to
provide the above-described  benefits to Executive,  Executive agrees that prior
to  receiving  any  severance  compensation  from the Company in respect of such
termination,  whether under this Agreement or otherwise,  Executive will execute
and deliver to the Company a Release and a  Confidentiality  Agreement,  each in
the form provided to Executive with this Agreement.

         (b) During the  Payment  Period,  Executive  will not, on behalf of any
business  enterprise  other than the Company and its  subsidiaries,  solicit the
employment  of or hire any person that is or was  employed by the Company or any
of its subsidiaries at any time on or after March 3, 1999. If Executive breaches
this  provision,  the Company will have no further  obligation to pay any unpaid
portion of the Severance  Payment or amounts payable pursuant to paragraph 3 (B)
above.

         7.  Assumption  Agreement.  The  Company  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 the Company expressly to
assume and agree to perform  this  Agreement  in the same manner and to the same
extent  that the  Company  would be  required  to perform it whether or not such
succession had taken place.
<PAGE>

         8. Miscellaneous. This Agreement shall be binding upon and inure to the
benefit of the Company 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  the  Company.  This  Agreement  together  with  the
Employment Agreement sets forth the parties' entire agreement with regard to the
subject   matter   hereof.   Neither  party  has  made  any  other   agreements,
representations,  or warranties 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.

         9.  Counterparts.  This  Agreement  may be  executed  in  two  or  more
counterparts,  each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument,  which shall be effective upon the
execution  hereof by all of the parties  hereto.  A complete set of counterparts
shall be made available to each party hereto.

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

MERISEL, INC.


By: /s/Dwight A. Steffensen
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Its: CEO
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JAMES E. ILLSON

/s/James E. Illson
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