CONSTRUCTION PROMISSORY NOTE

$1,000,000                                          Wake County, North Carolina
                                                                   May 20, 2002


         FOR VALUE RECEIVED, DCF I, LLC, a North Carolina limited liability
company, with offices located at 14 Consultant Place, Suite 250, Durham, North
Carolina 27707 (the "Borrower") promises to pay to the order of MERISEL
PROPERTIES, INC., a Delaware corporation, with offices located at 200
Continental Boulevard, El Sequndo, California 90245-0984 (the "Lender") or such
other place as Lender may designate in writing, the principal sum of up to One
Million Dollars ($1,000,000), or so much thereof as may be advanced under the
terms and conditions of the Construction Loan Agreement (the "Loan Agreement")
of even date herewith by and between Borrower and Lender, the terms of which are
hereby incorporated herein by reference, together with interest on the unpaid
principal balance from the date hereof, until paid, at the rate(s) of interest
per annum and on the terms and conditions set forth below. All definitions for
capitalized words contained in the Loan Agreement shall have the same meaning
when capitalized herein unless otherwise defined.

1.  INTEREST

         a. The unpaid principal balance under this Note will bear interest at a
variable rate equal to the "prime rate" plus two and twenty-five hundredths
percent (2.25%) per annum, until paid or until default, such interest payable in
lawful money of the United States of America, at the address of Lender set forth
above, or at such place as the legal holder hereof may designate in writing. The
"prime rate" shall be that interest rate which is identified as the "prime rate"
in the money rates column of the Wall Street Journal as the same may change from
time-to-time.

         b.       Interest  hereunder shall be computed on the basis of a
365-day year for the actual number of days elapsed in the interest period.

2.  PAYMENT TERMS

         a. Accrued interest only on the amount advanced shall be paid on the
first day of the month following the date on which funds are advanced and on the
first day of each and every month thereafter. The entire unpaid principal
balance plus accrued interest thereon shall be due and payable on May 20, 2004.

         b.       This Note may be prepaid in whole or in part at any time
without any fee.

3.  COLLATERAL

         The collateral specified in the Loan Agreement is given to secure
repayment of any present or future obligation relating to this Note and the
advances made hereunder.
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4.  LATE FEE/DEFAULT RATE

         The undersigned promises to pay to Lender, or order, a late fee in the
amount of four percent (4%) of any installment past due for fifteen (15) or more
days. In addition, if payment of all sums due hereunder is accelerated under the
terms of the Loan Agreement or under the terms of the other Loan Documents by
and between the Lender and the Borrower, then the remaining principal amount and
accrued but unpaid interest hereunder shall bear interest at a rate equal to the
"prime rate" plus four percent (4%) per annum ("Default Rate") beginning thirty
(30) days from the date of such acceleration and continuing until such principal
and interest have been paid in full.

5.  DEFAULT

         a. It is hereby expressly agreed that in the event that any default be
made in the payment of principal or interest as stipulated above or in the event
that any Event of Default (as defined in the Loan Agreement) shall occur under
the Loan Agreement then, and in such event, the entire outstanding principal
balance of the indebtedness evidenced hereby, together with any other sums
advanced hereunder, under the Loan Agreement and/or under any other instrument
or document now or hereafter evidencing, securing or in any way relating to the
indebtedness evidenced hereby, together with all unpaid interest accrued
thereon, shall, at the option of Lender and without notice to Borrower, at once
become due and payable and may be collected forthwith, regardless of the
stipulated date of maturity. In addition, upon an Event of Default, the balance
due hereunder may be charged against any obligation of Lender to any party,
including any endorsers, sureties, or guarantors to this instrument as provided
in the Loan Agreement or otherwise permitted by law. No delay or omission on the
part of the Lender or other holder in exercising any right hereunder shall
operate as a waiver of such right or of any other right of such holder, nor
shall any delay, omission or waiver on any one occasion be deemed a bar to or
waiver of the same or any other right on any future occasion.

         b.       If this Note is placed with an attorney for collection,  the
Borrower agrees to pay all costs of collection, including but not limited to
reasonable attorneys' fees.

6.  MAXIMUM LEGAL RATE

         All agreements herein made are expressly limited so that in no event
whatsoever, whether by reason of advancement of proceeds hereof, acceleration of
maturity of the unpaid balance hereof or otherwise, shall the amount paid or
agreed to be paid to Lender for the use of the money advanced or to be advanced
hereunder exceed the maximum rate of interest allowed to be charged under
applicable law (the "Maximum Legal Rate"). If, from any circumstances
whatsoever, the fulfillment of any provision of this Note or any other agreement
or instrument -now or hereafter evidencing, securing or in any way relating to
the indebtedness evidenced hereby shall involve the payment of interest in
excess of the Maximum Legal Rate, then, ipso facto, the obligation to pay
interest hereunder shall be reduced to the Maximum Legal Rate; and if from any
circumstance whatsoever, Lender shall ever receive interest, the amount of which
would exceed the amount collectible at the Maximum Legal Rate, such amount as

<PAGE>

would be excessive interest shall be applied to the reduction of the principal
balance remaining unpaid hereunder and not to the payment of interest. This
provision shall control every other provision in any and all other agreements
and instruments existing or hereafter arising between Borrower and Lender with
respect to the indebtedness evidenced hereby.

7.  GENERAL

         a. Each party waives presentment, demand, protest and notice of
dishonor, waives any rights which they may have to require Lender to proceed
against any other person or property, agrees that without notice to any party
and without affecting any party's liability, Lender, at any time or times, may
grant extensions of the time for payment or other indulgences to any party or
permit the renewal, amendment or modification of this Note, the Loan Agreement
or security instrument(s), or permit the substitution, exchange or release of
any security for this Note and may add or release any party primarily or
secondarily liable, and agrees that Lender may apply all moneys made available
to it from any part of the proceeds from the disposition of any security for
this Note either to this Note or to any other obligation of any of the parties
to Lender, as Lender may elect from time to time.

         b. All parties hereto acknowledge and represent that they have relied
upon their own due diligence in making their own independent evaluations of the
purposes for which the proceeds of this Note will be used and the business
affairs and financial condition of all parties hereto, and they will continue to
be responsible for making their own appraisals of such matters. The parties
hereto have not relied upon and will not hereafter rely upon Lender for such
information for such appraisal or other assessment or review and, further, will
not rely upon any such information which may now or hereafter be prepared by
Lender for any appraisals regarding the purposes for which the proceeds of this
Note will be used or the parties hereto.

         c. At maturity of this Note, or upon default, Lender is authorized and
empowered to apply to the payment hereof, any and all money deposited in Lender
in the name of or to the credit of each party, without advance notice, and is
authorized to offset any obligation of Lender to any party to the payment
hereof.

         d.       This loan is also be supported by a separate Guaranty
Agreement.

         e.       All rights and  obligations  hereunder  shall be  governed
by the laws of the State of North Carolina.

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         IN WITNESS WHEREOF, Borrower has caused this Note to be signed under
seal in its name by its duly authorized manager, as of the day and year first
above written.

                             DCF I, LLC
                             a North Carolina limited liability company (SEAL)

                             By: /s/Anthony Dilweg                      (SEAL)
                                 --------------------------------------
                                 Anthony Dilweg, Manager

STATE OF NORTH CAROLINA

COUNTY OF _________________

         I, _____________________, a Notary Public of the County and State
aforesaid, do hereby certify that Anthony Dilweg personally came before me this
day and acknowledged that he is the Manager of DCF I, LLC, a limited liability
company organized under the laws of the State of North Carolina, and that by
authority given and as the act of said company, the foregoing instrument was
signed in its name by him.

         Witness my hand and official stamp or seal, this the ______ day of
__________, 2002.



                           _______________________________________
                           Notary Public


My Commission Expires:   ________________

         (SEAL)




[Signature Page of Construction Promissory Note]