April 30, 1998


Kristen Rogers
81 Lyon Plains Road
Weston, CT  06883

Dear Kris:

It is with  great  pleasure  that I extend an offer to you for the  position  of
Senior  Vice  President/General  Manger  U.S.  Distribution  Business of Merisel
Americas,  Inc. The compensation for this position  consists of an annual salary
of $250,000 with annual  performance  and salary reviews.  In addition,  you are
eligible to  participate  in Merisel's  1998  Management  Incentive  Plan with a
target annual incentive of 50% of your base salary,  or $125,000,  to be paid in
accordance with the guidelines of Merisel's 1998 Management  Incentive Plan. The
current split would be 25% based on the net income of Merisel,  Inc. relative to
the  Board-approved  Operating Plan and 75% based on the performance of the U.S.
business relative to the Board-approved Operating Plan. A copy of Merisel's 1998
Management Incentive Plan is included with this letter. This offer is contingent
upon successful  completion of Merisel's background check and drug screening.  A
tentative  start date is set for May 11,  1998.  This  offer  expires on May 18,
1998.

I will also recommend to the Compensation Committee of the Board of Directors at
their next  scheduled  meeting  that you  participate  in the Merisel 1997 Stock
Award and Incentive  Plan with an initial grant of options for 150,000 shares of
common  stock of Merisel,  Inc.  The  exercise  price of the options will be the
market  price on the day that the  Compensation  Committee  approves  the option
grant.  Under the current  policy your  options will vest over four years at the
rate of 25% each year.  Further  details  will be set forth in the Stock  Option
Agreement.

Merisel is also prepared to make a housing loan to you of $150,000, of which the
principle  and interest  will be forgiven  based on the number of years you have
been employed from your start date in 1998 as follows:
                  Years Employed            Percentage of Loan Forgiven
                  --------------            ---------------------------
                             1                                     0%
                             2                                    25%
                             3                                    25%
                             4                                    25%
                             5                                    25%
In addition,  the principle and interest  amount of the loan will be forgiven in
its entirety if your  employment  is  terminated  in  circumstances  following a
change of  control or other  events,  as  specifically  set forth in a Change of
Control  Agreement.  The  interest  rate on the loan  will be at 7.5% per  annum
payable quarterly.


<PAGE>



Merisel  is  prepared  to offer you the  standard  relocation  package  with the
following exceptions:

       - Commissions  for selling your house in  Connecticut  (up to 6%) will be
       reimbursed separately. - Mortgage points for buying a house in California
       (up to a maximum of 1 point) will be reimbursed  separately.  - Temporary
       housing and travel expenses to be paid by Merisel for up to 120 days.
         Trips for your husband and son are covered by the relocation policy.

The taxable amount of the relocation will be subject to a one-time gross up. The
relocation agreement will be forwarded to you under separate cover.

The company intents to enter into a Change of Control Agreement with you, a copy
of which is enclosed.

In addition to your salary,  Merisel offers a  comprehensive  associate  benefit
program.  These benefits  include  medical,  dental,  life insurance,  long term
disability and a 401(k) salary deferral program.  Details of the benefit program
will be discussed with you at orientation on your first day of employment. Human
Resources is currently  investigating  opportunities  to include in our benefits
program an executive disability program.

It is our policy to have all new  associates  sign an  Employee  Confidentiality
Agreement which will be provided for you on your first day of employment.  Also,
in order to comply with the Immigration Reform and Control Act of 1986, you will
need to provide  proof of  citizenship  or right to work in the United States on
your first day of employment. Please contact me if you need clarification on the
necessary documents.

Although we hope that the employment relationship will be mutually satisfactory,
it must be remembered  that your  employment with Merisel is at will. This means
that your  employment  is for no  specific  period  of time for you or  Merisel.
Accordingly,  either you or Merisel can terminate the employment relationship at
any time, with or without cause,  and with or without prior warning.  By signing
this letter,  you  acknowledge  that you  understand  and agree that no facts or
circumstances arising out of your employment,  including length of employment or
any conduct by Merisel,  including any express or implied agreements,  can alter
the at will employment relationship unless specifically set forth in writing and
signed by you and the Chief Executive Officer of Merisel.

This letter sets forth, fully, all understandings and agreements between you and
Merisel  regarding your  employment.  Please  acknowledge your acceptance of our
offer by  signing  and dating  this  letter  and  returning  it to me. A copy is
included for your records.

<PAGE>


Kris,  we look  forward  to you  joining  the team.  I believe  you can  greatly
contribute to the company and the continued growth of Merisel.

Congratulations on your new assignment!

Sincerely,


/s/ James E. Illson
------------------------------------------
James E. Illson
Executive Vice President - Operations and Finance
Merisel, Inc.


/s/ Kristen Rogers
------------------------------------------
Kristen Rogers

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Date      5/1/98