WAIVER AND RELEASE AGREEMENT



This Release is given
By the Releasor(s):                 ROBERT J. MCINERNEY
Address:

hereinafter referred to as "I",


To the Releasee(s):                 MERISEL, INC. and its parent, subsidiary 
                                    and affiliated corporations(including 
                                    predecessors and successors) and their 
                                    officers,directors,employees and 
                                    representatives

sometimes hereinafter referred to as "You" or "Merisel".

1. Release. I hereby release and give up any and all actions,  causes of action,
claims and rights  (hereinafter  "Claims")  which I may have against  You.  This
releases  all  claims,  including  those of which I am not  aware  and those not
mentioned  herein.  This Waiver and Release Agreement  ("Agreement")  applies to
Claims  resulting  from  anything  that has  happened  prior to and  through and
including the date of this Agreement.  I specifically release any and all Claims
relating in any way to my employment  relationship  with you, or the termination
of the Employment  Agreement  entered into as of February 3, 1997 between myself
and Merisel, Inc. (the "Employment  Agreement"),  including, but not limited to,
any Claims  arising under the Age  Discrimination  in Employment  Act, the Older
Workers  Benefit  Protection  Act of 1990,  Title VII of the Civil Rights Act of
1964, the Equal Pay Act, the Employee  Retirement  Income Security Act, the Fair
Labor Standards Act, the Consolidated Omnibus Budget Reconciliation Act of 1986,
or any other  federal,  state or local  laws or  ordinances  and any  common law
claims under tort, contract,  or any other theories now or hereafter recognized.
This Agreement specifically includes, but without limitation, all Claims arising
out of my employment relationship with You.

2.  Waiver.  I hereby  acknowledge  and  assume  all risks or  chances  that the
injuries  claimed  to have  resulted  from the  above-stated  matter  may become
greater or more extensive than now known,  anticipated or expected. I understand
that this  instrument  shall be  effective  as a full and final  release  of all
Claims.  I acknowledge  that I am familiar  with,  and have been provided  with,
separate consideration for that portion of Section 1542 of the Civil Code of the
State of California which provides as follows:
<PAGE>

                           "A general  release  does not extend to claims  which
                           the creditor does not know or suspect to exist in his
                           favor at the time of executing the release,  which if
                           known  by  him  must  have  materially  affected  his
                           settlement with debtor."

I waive any right  that I have  under the  above-mentioned  Section  1542 to the
fullest  extent  that I may  lawfully  waive all such rights  pertaining  to the
subject  matter of this  Agreement.  In connection  with the above waiver,  I am
aware that I may hereafter  discover Claims or facts in addition to or different
from those I now know or believe to exist with respect to the subject  matter of
this  Agreement or You.  However,  I, on behalf of myself and my successors  and
assigns,  hereby  settle and release all of the Claims  which I may have against
You.

3. No  Admissions.  I agree and  acknowledge  that this  Agreement  is not to be
construed  as an  admission  of any  violation  of any  federal,  state or local
statutes,  ordinance or regulation or any duty  allegedly owed by You to me. You
specifically disclaim any liability to me on any basis.

4. Time Periods.  I have been given the opportunity to take a period of at least
twenty-one  (21) days within which to consider  this  Agreement.  If I choose to
sign this  Agreement  before that time period  expires,  I do so  knowingly  and
voluntarily.  I also  understand  that I have the  right to  change  my mind and
cancel  this  Agreement  within  seven (7) days  following  the date that I have
signed it. This Agreement will not be effective  until the end of this seven (7)
day period.

5.  Consideration.  In  exchange  for  consideration  of and  reliance on (1) my
resignation as President and Chief  Operating  Officer  effective March 11, 1998
and as a full-time  associate  effective  April 30,  1998,  (2) my  agreement to
resign as a Director of Merisel,  Inc.  prior to June 30, 1998, (3) my execution
of this Agreement,  and (4) my agreement to be bound by Paragraphs 6 (Disclosure
of Information),  7 (Employee  Covenants),  8 (Non-Compete and Non-Solicitation)
and 9 (Return of Work  Product) of the  Employment  Agreement,  You agree to (1)
employ me as an employee consultant from May 1, 1998 through February 3, 1999 or
until I am  employed on a full time basis or working as a  consultant  on a more
than half-time basis,  whichever occurs first, at $12,500.00  monthly payable in
bi-weekly  installments  (this equates to an annualized  salary of $150,000.00),
(2) continue  benefit  coverage  through February 3, 1999 or until I am employed
and eligible for coverage, whichever occurs first, (3) pay me an amount equal to
the bonus I would have been  entitled  to  receive  pursuant  to the  Employment
Agreement  for the first  quarter  of 1998 based on the  guidelines  of the 1998
Incentive Plan in accordance with Merisel's normal bonus payment procedures, and
(4)  reimburse me for business  expenses  that result from  employee  consulting
services  provided  by me to Merisel.  I agree that I will not be  eligible  for
bonus payments and any vacation or sick time beyond the first quarter of 1998. I
also agree that I will not seek  anything  further,  including any other payment
from You. I further agree, in return for receipt of the foregoing  payments,  to
abide by all of your rules,  policies and  procedures  applicable to current and
former associates.
<PAGE>

6.  Confidentiality.  I agree that the terms and  conditions  of this  Agreement
shall remain  confidential and shall not be disclosed to any other person (other
than my family members,  attorneys, and accountants who shall be informed of and
bound  by the  confidentiality  provisions  of  this  Agreement)  other  than as
required by court order,  legal process or applicable law or as otherwise agreed
to by You and me. I also agree  that as a  Director,  Officer  and  employee  of
Merisel, I received  confidential  information,  including,  without limitation,
information  which  would  be  protected  by the  attorney-client  privilege  or
work-product doctrine, and I further agree not to disclose any such confidential
information to anyone unless  compelled to do so by legal process.  I understand
that  this  provision  regarding   confidentiality   constitutes  a  substantial
inducement for You to enter into this Agreement.

7. Non-Compete. In return for the payments set forth in paragraph 5 hereinabove,
for the period from the date of this Agreement  through February 3, 1999, I will
not  directly  or  indirectly  (a) own or  control  any debt,  equity,  or other
interest in (except as a passive  investor of less than 5% of the capital  stock
or publicly  traded notes or debentures of a publicly held company);  or (b) act
as a director, officer, manager, employee,  participant or consultant to; or (c)
be obligated to, or connected in any advisory  business  enterprise or ownership
capacity  with,  any of Tech Data Corp.,  Ingram Micro,  Inc.,  Micro Age, Inc.,
Inacom Corp., Compucom,  Entex Information Services,  Inc., SYNNEX Technologies,
Inc., Arrow Electronics, Inc., or Vanstar Corp. or with any subsidiary, division
or  successor  of any of them or with  any  entity  that  acquires,  whether  by
acquisition,  merger or  otherwise,  any  significant  amount  of the  assets or
substantial  part of any of the  business of any of them or any other  wholesale
distributor of micro computer products or otherwise engage or participate in any
such business.

8.  Non-Solicitation.  In  return  for the  payments  set forth in  paragraph  5
hereinabove,  for the period from the date of this Agreement through February 3,
1999, I will not directly or  indirectly  solicit any associate of Merisel on my
behalf or on behalf of a competitor or customer of Merisel.  As used herein, the
word  "indirectly"  includes  but is not  limited  to  attempting  to induce any
associate of Merisel or its  affiliates to leave Merisel or such  affiliates for
any purpose.

9.  Further  Assurances  and  Future  Cooperation.  You and I,  without  further
consideration,  agree to cooperate fully and execute any and all documents,  and
to take all additional actions that may be necessary,  convenient or appropriate
to give full force and effect to the basic  terms and intent of this  Agreement.
In  addition,  I agree to  cooperate  in good faith with You and your counsel in
connection with any pending or subsequent administrative proceeding,  mediation,
arbitration or litigation including, without limitation, litigation relating to,
or arising out of, the Limited Waiver and Voting Agreement entered into on April
14, 1997  between  Merisel and certain  holders of  Merisel's  12 - 1/2% percent
Senior  Notes  due  in  2004,  including,   without  limitation,   by  providing

<PAGE>

information  and/or  documents,   participating  in  informal  interviews,   and
appearing  for  depositions  and/or trial  testimony.  I further agree to notify
Merisel  immediately,  telephonically  and in writing,  personally or through my
legal counsel, of any subpoena, interview, deposition, or other contact with any
third party with respect to my employment with You, or litigation  involving the
Limited Waiver and Voting Agreement or any disputes relating thereto.  You agree
that Merisel, Inc. remains bound under the Indemnity Agreement dated February 3,
1997 entered into between Merisel, Inc. and myself.

10. Who is Bound. You and I are bound by this Agreement.  Anyone who succeeds to
my rights and  responsibilities,  such as my heirs or the executor of my estate,
and any or your  successors  or  assigns,  is also bound by and  entitled to the
benefit of this Agreement.

11. No  Inducements.  I further  warrant that no promise or inducement  for this
Agreement  has been made  except as set forth  herein,  that this  Agreement  is
executed without reliance upon any statement or  representation by any person or
parties  released,   or  their  officers,   directors,   employees,   agents  or
representatives,  concerning any fact material to my act in releasing  them, and
that  I  am  legally  competent  to  execute  this  Agreement  and  accept  full
responsibility therefor.

12. Representations. I represent and acknowledge that I understand the contents,
implications,  and consequences of this Agreement, and that I agree to the terms
of this Agreement and have executed it voluntarily. I have had an opportunity to
discuss the terms of this Agreement with  individuals of my own choosing who are
not associated  with You. I have been advised by You to consult with an attorney
of my own choosing.

13. Entire  Agreement.  This Agreement  constitutes the entire agreement between
You and I  concerning  the  subject  matter  hereof  and  supersedes  all  prior
agreements between You and I, except the Employment Agreement to the extent that
its provisions survive. This Agreement may not be modified orally.

14.  Governing  Law.  This  Agreement  is made and entered  into in the State of
California and shall in all respects be interpreted, enforced and governed under
the laws of said State.  The  language of all parts of this  Agreement  shall be
construed  as a whole,  according to its fair  meaning,  and not strictly for or
against You or I.

15.  Invalidity.  Should any  provisions of this  Agreement be determined by any
court to be illegal or invalid,  the validity of the remaining  parts,  terms or
provisions  shall not be affected thereby and said illegal or invalid part, term
or provision shall be deemed not to be a part of this Agreement.

16. Arbitration.  All controversies,  claims,  disputes, and matters in question
arising out of or relating to this Agreement,  or the breach  thereof,  shall be
decided by arbitration in accordance with the provisions of this paragraph.  The

<PAGE>

arbitration  proceedings  shall be conducted  under the applicable  rules of the
American  Arbitration  Association,  or its  successor in effect,  at the time a
demand  for  arbitration  under the rules is made.  The  arbitration  board will
consist of three arbitrators, one chosen by each of us and the third selected by
the two arbitrators so chosen.  The decision of the majority of the arbitrators,
including determination of amount of any damages suffered,  shall be conclusive,
final,   and  binding  on  each  of  us,  and  our   respective   heirs,   legal
representatives,  successors,  and assigns.  The  arbitrators  shall be bound to
follow  California law and case precedent.  Any decision of the arbitrators will
not be  binding  if the  arbitrators  fail to  follow  California  law and  case
precedent.  The losing party shall pay to the  successful  party its expenses in
the  arbitration  for  arbitration  costs,   including   arbitrators'  fees  and
attorneys' fees, fees for expert testimony, and for other expenses of presenting
its case.

I  ACKNOWLEDGE  AND AGREE THAT I HAVE BEEN  ADVISED TO CONSULT  WITH AN ATTORNEY
PRIOR TO EXECUTING  THIS  AGREEMENT;  THAT TO THE EXTENT I HAVE DESIRED,  I HAVE
AVAILED  MYSELF OF THAT RIGHT;  THAT I HAVE CAREFULLY READ AND UNDERSTAND ALL OF
THE PROVISIONS OF THIS AGREEMENT; THAT I WAS INFORMED I HAD TWENTY-ONE (21) DAYS
IN WHICH TO CONSIDER THIS AGREEMENT AND HAVE VOLUNTARILY  WAIVED SUCH TWENTY-ONE
(21) DAY CONSIDERATION PERIOD; THAT I MAY REVOKE THIS AGREEMENT WITHIN SEVEN (7)
DAYS  AFTER  I  EXECUTED  IT;  AND  THAT I AM  VOLUNTARILY  ENTERING  INTO  THIS
AGREEMENT.

Please sign both copies of this Agreement on the line below to acknowledge  your
agreement,  retain  one for your  files and  return  the  other in the  enclosed
self-addressed stamped envelope.


                  IN  WITNESS   WHEREOF,   the  undersigned  has  executed  this
AGREEMENT as of the date written freely and voluntarily.

               4/30/98
DATED AS OF: ____________           MERISEL, INC.

                                        /s/ Dwight Steffensen
                                    By:_________________________________

               4/30/98   
DATED AS OF: ______________         ACKNOWLEDGED AND AGREED:


                                        /s/ Robert J. McInerney
                                       _________________________________