<PAGE>





                        CREDIT AGREEMENT



                             among


                      MERISEL CANADA INC.

                          as Borrower


                            - and -


                        CITIBANK CANADA

               CANADIAN IMPERIAL BANK OF COMMERCE

                        NBD BANK, CANADA

                            as Banks


                            - and -


                        CITIBANK CANADA

                    as Administrative Agent


                        January 4, 1995






Tory  Tory DesLauriers &                       McCarthy, Tetrault
   Binnington                                  Toronto,Ontario
Toronto, Ontario                               Solicitors for the
Solicitors for the Banks                       Borrower

<PAGE>

                       TABLE OF CONTENTS
                                                             Page

     ARTICLE 1
                         INTERPRETATION

          1.1  Definitions                                           1
          1.2  Gender and Number                                     12
          1.3  Certificate of the Administrative Agent as to Rates, etc. 12
          1.4  Interest Act                                          12
          1.5  Invalidity, etc.                                      12
          1.6  Headings, etc.                                        13
          1.7  Governing Law                                         13
          1.8  Attornment                                            13
          1.9  Currency                                              13
          1.10 This Agreement to Govern                              13
          1.11 Generally Accepted Accounting Principles              14
          1.12 Determination of Amount of Loans                      14
          1.13 Actions on Days Other Than Banking Days               14
          1.14 Oral Instructions                                     14
          1.15 Incorporation of Schedules                            15

     ARTICLE 2
                        CREDIT FACILITY

          2.1  Establishment of Credit Facility                     15
          2.2  Revolving Nature of Credit Facility                  15
          2.3  Repayment                                            16
          2.4  Voluntary Reduction in Credit Facility               16
          2.5  Extension of Credit Facility                         16
          2.6  Advances                                             17
          2.7  Selection of Interest Periods and BA Periods         17
          2.8  Rollover and Conversion                              18
          2.9  Mandatory Repayment for Currency Excess              19
          2.10 Payments Generally                                   19
          2.11 Overdraft Facility                                   19

                           ARTICLE 3
       GENERAL PROVISIONS RELATING TO THE CREDIT FACILITY

          3.1  Disturbance of Libor Market                        21
          3.2  Payments - No Deduction                            21
          3.3  Change in Circumstances                            23
          3.4  Illegality                                         25
          3.5  General Indemnity                                  25
         
<PAGE>
          3.6  Environmental Indemnity                            26
          3.7  Evidence of Indebtedness                           26
          3.8  Individual Obligations                             27

                           ARTICLE 4
                      BANKERS' ACCEPTANCES

          4.1  Procedure Relating to Bankers' Acceptances         27

                           ARTICLE 5
                       LETTERS OF CREDIT

          5.1  Procedures Relating to Letters of Credit           30
          5.2  Reimbursement                                      30
          5.3  Banks Not Liable                                   30
          5.4  Letter of Credit Fees                              31
          5.5  Overdue Amounts                                    32
          5.6  Acceleration                                       32
          5.7  Conflict                                           33

                           ARTICLE 6
                       INTEREST AND FEES

          6.1  Interest Rates                                     33
          6.2  Calculation and Payment of Interest                33
          6.3  Determination of Reference Rates                   34
          6.4  Commitment Fee                                     34
          6.5  Structuring Fee                                    35
          6.6  Agency Fee                                         35
          6.7  Payment of Costs and Expenses                      35
          6.8  Interest on Overdue Amounts                        35

                          ARTICLE 7
                 REPRESENTATIONS AND WARRANTIES

          7.1  Representations and Warranties                     36
          7.2  Survival of Representations and Warranties         38

                           ARTICLE 8
                           COVENANTS

          8.1  Affirmative Covenants                              38
          8.2  Banks Entitled to Perform Covenants                40

<PAGE>

          8.3  Negative Covenants                                 41

                           ARTICLE 9
                      CONDITIONS PRECEDENT

          9.1  Conditions
               Precedent to Initial Advance                       42
          9.2  Conditions Precedent to Subsequent Advances        43

                          ARTICLE 10
                 EVENTS OF DEFAULT AND REMEDIES

          10.1 Events of Default                                  44
          10.2 Remedies Upon Default                              46
          10.3 Set-Off                                            47
          10.4 Distributions                                      47

                           ARTICLE 11
           THE ADMINISTRATIVE AGENT AND THE ADMINISTRATION OF
                     THE CREDIT FACILITIES

          11.1 Appointment and Authorization                      47
          11.2 Duties and Obligations of Administrative Agent     48
          11.3 Prompt Notice to the Banks                         49
          11.4 Administrative Agent's Authority to Deal with Borrower 49
          11.5 Dealings by Borrower with Administrative Agent     49
          11.6 Independent Credit Decisions                       49
          11.7 Indemnification                                    50
          11.8 Successor Administrative Agent                     50
          11.9 Action by and Consent of Banks; Waiver and Amendments 51
          11.10 Funding of Advances                               52
          11.11 Remittance of Payments                            53
          11.12 Redistribution  of Payments                       53    
          11.13 Notification of Default                           54
          11.14 Taking and Enforcement of Remedies                54
          11.15 Adjustments to Reflect Rateable Portions          55
          11.16 No Partnership                                    56

                           ARTICLE 12
                            GENERAL

          12.1 Reliance and Non-Merger                            56
          12.2 No Set-Off by the Borrower                         56
          12.3 Notices                                            56

<PAGE>
          12.4 Time                                               58
          12.5 Further Assurances                                 59
          12.6 Assignment                                         59
          12.7 Exchange of Information                            61
          12.8 Currency Conversion and Indemnity                  61
          12.9 Counterparts                                       61
          12.10 Entire Agreement                                  61

<PAGE>

          THIS AGREEMENT is made as of January 4, 1995
AMONG:


                         MERISEL CANADA INC., as Borrower


                         - and -


                          CITIBANK CANADA, CANADIAN IMPERIAL BANK
                          OF COMMERCE and NBD Bank, Canada, as Banks


                          - and -


                          CITIBANK CANADA, as Administrative Agent


RECITALS:

A.   The  Borrower  has requested the Banks to make  available  a
     Credit Facility to accommodate the Borrower's short term cash
     needs;

B.   The  Banks have agreed to provide the Credit Facility to the
     Borrower on the terms and conditions herein set forth and in
     reliance upon the Guarantee;

            NOW  THEREFORE  THIS  AGREEMENT  WITNESSES  that,  in
consideration  of the covenants and agreements herein  contained,
the parties hereto agree as follows:


C.                       INTERPRETATION

C.(a)               Definitions

          For the purposes of this Agreement:

     "Acceptance   Fee"  means,  in  respect  of  each   Bankers'
     Acceptance accepted by a Bank, a fee calculated on the basis
     of  a  365  day  year on the face amount  of  such  Bankers'
     Acceptance at a rate per annum for the actual number of days
     in the relevant BA Period equal to the BA Base Rate plus the
     Applicable Margin;

<PAGE>

     "Advance"  means any utilization of the Credit  Facility  by
     the Borrower (other than by way of Rollover or Conversion of
     a  Loan already outstanding), whether by way of advance of a
     Prime  Rate Loan, Base Rate Loan or Libor Loan or by way  of
     issuance of Bankers' Acceptances or a Letter of Credit;

     "Administrative Agent" means Citibank Canada in its capacity
     as   administrative  agent  hereunder   or   any   successor
     administrative agent as provided in section 11.8;

     "Affiliate" means, in respect of any corporation, any Person
     which, directly or indirectly, controls or is controlled  by
     or is under common control with the corporation; and for the
     purpose  of  this  definition,  "control"  (including,  with
     correlative meanings, the terms "controlled by"  and  "under
     common control with") means the power to direct, or cause to
     be  directed,  the management and policies of a  corporation
     whether  through  the  ownership  of  Voting  Shares  or  by
     contract or otherwise;

     "Aggregate  Commitment" means, at any time, Cdn. $50,000,000
     or the U.S. Dollar Equivalent, as adjusted to give effect to
     all  reductions  effected  from time  to  time  pursuant  to
     sections 2.2, 2.4, 2.12, 3.2.5, 3.3 or 3.4;

     "Agreement" means this agreement and all schedules  attached
     to  this  agreement, in each case as they may be amended  or
     supplemented   from  time  to  time,  and  the   expressions
     "hereof",  "herein",  "hereto",  "hereunder",  "hereby"  and
     similar  expressions refer to this Agreement as a whole  and
     not  to  any particular article, section, schedule or  other
     portion hereof;

     "Applicable Law" means, in respect of any Person,  property,
     transaction or event, all applicable laws, statutes,  rules,
     by-laws   and  regulations,  and  all  applicable   official
     directives,  orders, judgments and decrees  of  Governmental
     Bodies  (and,  in the case of section 3.4,  whether  or  not
     having the force of law);

     "Applicable Margin" means, for any period and type  of  Loan
     set  forth  below,  the percentage set forth  in  the  table
     below:

              Level 1 Period  Level 2 Period  Level 3 Period  Level 4 Period
Prime Rate Loans        nil          nil            nil        nil
Base Rate Loans         nil          nil            nil        nil
Libor Loans             .50          .675           .75        1.25
Bankers' Acceptance     .50          .675           .75        1.25
Loans

<PAGE>
     "Average  BA Discount Rate" means, for any day, the average,
     rounded  upwards  to  the  nearest whole  multiple  of  one-
     hundredth  of one percent (if already not such a  multiple),
     of  the  BA Discount Rates which, subject to section  6.3.2,
     each   of  the  Banks  has  quoted  for  that  day  to   the
     Administrative Agent, pro rated on the basis of each  Bank's
     Rateable Portion;

     "BA  Discount  Rate"  means, in respect of  Canadian  dollar
     banker's acceptances accepted by a Bank on a particular  day
     for  a  particular  BA period, the market  bid  rate  quoted
     therefor by such Bank at or about 10:00 a.m. (Toronto  time)
     on such day on a 365-day yield basis;

     "BA Base Rate" means, at any time, the rate, expressed as  a
     rate  per  annum, which the Administrative Agent establishes
     at  its principal office in Toronto as the reference rate to
     determine  fees  it will charge at such time  for  accepting
     Canadian  dollar bankers' acceptances drawn by its customers
     in  Canada,  such  rate  to  be adjusted  automatically  and
     without  the  necessity of any notice to the  Borrower  upon
     each change to such rate;

     "BA  Period"  means, with respect to a Bankers'  Acceptance,
     the  duration  thereof  as  selected  by  the  Borrower   in
     accordance  with  the  provisions  hereof,  in   each   case
     commencing  on the date the Bankers' Acceptance is  accepted
     and expiring on a Banking Day not less than 30 nor more than
     180 days thereafter;

     "Bankers' Acceptance" means a bill of exchange drawn by  the
     Borrower  and  accepted  by a Bank in  accordance  with  the
     provisions of Article 4;

     "Bankers'  Acceptance Loan" means, at  any  time,  any  Loan
     which  at  such time is outstanding by way of  one  or  more
     Bankers'  Acceptances and, for greater certainty, refers  to
     the  aggregate face amount of such Bankers' Acceptances, and
     "Bankers' Acceptance Loans" means, at any time, all Bankers'
     Acceptance Loans at such time;

     "Banking  Day"  means a day on which (i)  for  all  purposes
     other  than  in  connection with a Base Rate Loan  or  Libor
     Loan,  banks  are  generally open for business  in  Toronto,
     Ontario and Los Angeles, California; (ii) in connection with
     a  Base Rate Loan, banks are generally open for business  in
     Toronto, Ontario, Los Angeles, California and New York,  New
     York;  and (iii) in connection with a Libor Loan, banks  are
     generally open for business and on which dealings in foreign
     currency  and  exchange between banks may be carried  on  in
     Toronto,  Ontario, Los Angeles, California,  New  York,  New
     York  and  London,  England and on which  dealings  in  U.S.
     dollar  deposits  are  transacted in  the  London  interbank
     market;

     "Banks"  means  Citibank Canada, Canadian Imperial  Bank  of
     Commerce,  NBD  Bank,  Canada and any financial  institution
     which  takes  an assignment in accordance with section  12.7
     from  a Bank, so long as any of the Obligations are owed  to
     them or they have any obligation hereunder, and "Bank" means
     any one of them;

<PAGE>
     "Base  Rate" means, at any time, the annual rate of interest
     which  the Administrative Agent establishes at its principal
     office in Toronto as the reference rate of interest in order
     to  determine interest rates it will charge at such time for
     demand loans in U.S. dollars made to its customers in Canada
     and which it refers to as its "U.S. Base Rate", such rate to
     be  adjusted automatically and without the necessity of  any
     notice to the Borrower upon each change to such rate;

     "Base  Rate  Loan"  means, at any time, any  Loan  which  is
     outstanding at such time and in respect of which interest is
     to  be  calculated  based on the Base Rate  and  "Base  Rate
     Loans" means, at any time, all Base Rate Loans at such time;

     "Borrower"   means  Merisel  Canada  Inc.,   a   corporation
     incorporated under the laws of the Province of Ontario,  and
     its successors and permitted assigns;

     "Borrowing  Date" means any Banking Day on which an  Advance
     is made;

     "Borrowing Notice" means a notice substantially in the  form
     of Schedule B;

     "Branch of Account" means the Administrative Agent's  branch
     located  at Citibank Place, 123 Front Street West,  Toronto,
     or  such  other branch of the Administrative  Agent  as  the
     Administrative  Agent  may  designate  in  writing  to   the
     Borrower;

     "Canadian Dollar Value" means, in relation to any particular
     amount of money at any time, the value thereof at such  time
     in Canadian dollars, determined as follows:

          (a)   for that portion of such amount which is Canadian
          dollars, the face amount thereof; and

          (b)   for  that  portion of such amount which  is  U.S.
          dollars,   the   Canadian  dollar  equivalent   thereof
          converted for such purposes at the Conversion Rate;

     "Canadian Taxes" means all Taxes imposed, levied, collected,
     withheld  or assessed by any Governmental Body of or  within
     Canada or any political subdivision thereof;

     "Commitment", means, in respect of each Bank  at  any  time,
     the  amount  set  forth opposite the name of  such  Bank  in
     Schedule  A,  as  adjusted to give  effect  to  such  Bank's
     Rateable  Portion of all reductions effected  from  time  to
     time pursuant to sections 2.2, 2.4, 2.12, 3.2.5, 3.3 or 3.4;

     "Conversion"  means, in respect of any Loan, the  conversion
     of  the method for calculating interest or fees on such Loan
     from one method to another, and includes a conversion to  or
     from a Bankers' Acceptance Loan;


<PAGE>

     "Conversion Date" means, in respect of any Loan, the Banking
     Day on which a Conversion thereof is made;

     "Conversion  Rate" means, in relation to the  conversion  of
     one  Currency to another on a particular day,  the  rate  of
     exchange quoted by the Administrative Agent as its spot rate
     of  exchange for the conversion of the one Currency  to  the
     other at 10:00 a.m. (Toronto time) or shortly thereafter  on
     such day;

     "Credit  Facility" means the revolving credit facility  made
     available  to the Borrower by the Banks pursuant to  section
     2.1.1;

     "Currency" means either Canadian dollars or U.S. dollars;

     "Default" means any event which, but for the lapse of  time,
     giving  of  notice  or both, would constitute  an  Event  of
     Default;

     "Discount  Proceeds" means the net cash proceeds  which  are
     realized on the sale of a Bankers' Acceptance, which  amount
     shall  be calculated by discounting the face amount of  such
     Banker's Acceptance at the Average BA Discount Rate;

     "Due  Date" means that date which is 364 days from the  date
     hereof  or such later date to which the Credit Facility  has
     been extended pursuant to section 2.5;

     "Event  of Default" has the meaning attributed to such  term
     in section 10.1;

     "Excluded Taxes" means any Canadian Taxes which are  imposed
     on  the  Administrative Agent or a Bank as a result  of  the
     Administrative Agent or such Bank:

          (a)  having a permanent establishment in Canada,

          (b)   being organized under the laws of Canada  or  any
          political subdivision thereof, or

          (c)  being resident in Canada by virtue of its domicile
          or place of management being in Canada;

     "Governmental   Body"  means  any  government,   parliament,
     legislature, or any regulatory authority, agency, commission
     or  board  of any government, parliament or legislature,  or
     any court or (without limitation to the foregoing) any other
     law,  regulation  or rule-making entity (including,  without
     limitation,  any central bank, fiscal or monetary  authority
     or authority regulating banks), having or purporting to have
     jurisdiction  in the relevant circumstances, or  any  Person
     acting  or purporting to act under the authority of  any  of
     the    foregoing   (including,   without   limitation,   any
     arbitrator);


<PAGE>

     "Guarantee"  means  the  unconditional  guarantee   by   the
     Guarantor of all the Obligations substantially in  the  form
     of Schedule C, as amended or supplemented from time to time;

     "Guarantor"  means  Merisel Americas,  Inc.,  a  corporation
     incorporated under the laws of Delaware, and its  successors
     and permitted assigns;

     "Indebtedness"  means,  at  any time  with  respect  to  the
     Borrower  or  the  Guarantor,  as  the  case  may  be,   the
     following:

          (a)   indebtedness for money borrowed and  indebtedness
          represented  by  notes  payable  and  drafts   accepted
          representing extensions of credit;

          (b)   all  obligations (whether or not with respect  to
          the  borrowing of money) which are evidenced by  bonds,
          debentures, notes or other similar instruments  or  not
          so  evidenced  but  which would  be  considered  to  be
          indebtedness  for  borrowed money  in  accordance  with
          generally accepted accounting principles;

          (c)   all indebtedness upon which interest charges  are
          customarily paid;

          (d)   principal  obligations as  lessee  under  capital
          leases and all other indebtedness issued or assumed  as
          full or partial payment for property or services or  by
          way of capital contribution; and

          (e)   any  guarantee  (other  than  by  endorsement  of
          negotiable instruments for collection or deposit in the
          ordinary  course of business) relating to an obligation
          of  a  type  referred to in (a) to (d) above,  and  any
          contingent  liability in respect of letters of  credit,
          letters of guarantee and surety bonds;

     of  the  Borrower or the Guarantor, as the case may  be,  at
     such  time, including (without limitation) the aggregate  of
     all  Loans  at  such  time;  for  greater  certainty,  trade
     payables (including, without limitation, amounts owing under
     inventory  flooring  agreements  with  suppliers),  expenses
     accrued in the ordinary course of business, customer advance
     payments  and  deposits received in the ordinary  course  of
     business  and  any obligations under or resulting  from  any
     agreement  for  the  securitization of  accounts  receivable
     (provided  that the Agent on behalf of the Banks shall  have
     received,  not less than 5 days prior to the  date  of  such
     securitization,  an  opinion  from  a  firm   of   chartered
     accountants  acceptable  to  the  Banks  that  the  sale  of
     accounts   receivable   pursuant  to   such   securitization
     constitutes  a  sale for accounting purposes, which  opinion
     shall  be  substantially in the form of  a  schedule  to  be
     agreed  upon by the parties hereto by February 28, 1995  and
     to  be  attached  to  this Agreement) shall  not  constitute
     Indebtedness;

     "Interest  Period" means, with respect to each  Libor  Loan,
     the  period selected by the Borrower in accordance with  the
     provisions hereof and being of a duration of one, two, three


<PAGE>

     or  six  months, commencing on the Borrowing Date,  Rollover
     Date or Conversion Date (as the case may be) of such Loan;

     "Letter  of  Credit" means a letter of credit or  letter  of
     guarantee  issued by the Administrative Agent on  behalf  of
     the Banks in accordance with the provisions hereof;

     "Letter  of  Credit Fee" means, at any time, in  respect  of
     each  Letter of Credit, a fee calculated on the basis  of  a
     365  day  year for the period from the date of issue thereof
     to  the  expiry date thereof, at a rate per annum which  the
     Administrative Agent establishes at its principal office  in
     Toronto  as the reference rate to determine the fee it  will
     charge  at such time to its customers in Canada for  issuing
     irrevocable  documentary letters of  credit  denominated  in
     Canadian  dollars or U.S. dollars (as the case  may  be  and
     which it refers to as its "commission fee"), such fee to  be
     adjusted  automatically and without  the  necessity  of  any
     notice to the Borrower upon each change to such fee;

     "Level  1  Period", "Level 2 Period", "Level 3  Period"  and
     "Level  4  Period" means a period of time during  which  the
     Consolidated Debt/Capital Ratio of Merisel Parent is as  set
     forth in the table below:


            Ratio                               Period
  equal to or less than .55:1.00               Level 1
  greater than .55:1.00 but equal              Level 2
  to or less     than .60:1.00
  greater than .60:1.00 but equal              Level 3
  to or less     than .625:1.00
  greater than .625:1.00                       Level 4

     For   purposes   of   this  definition,  (a)   "Consolidated
     Debt/Capital Ratio" means the ratio described in respect  of
     Merisel  Parent  in  section  7.01(g)  of  the  U.S.  Credit
     Agreement,  as  set out in the financial statements  of  the
     Guarantor; (b) each change in such ratio shall be deemed  to
     have  occurred  as of the date of the most recent  financial
     statements delivered by the Guarantor to the Banks  pursuant
     to  section 8.1 of the Guarantee; and (c) any change in  the
     Applicable   Margin   shall  be   calculated   and   applied
     prospectively from the first day of the month following  the
     month   in  which  financial  statements  of  the  Guarantor
     reflecting  such a change were delivered to  the  Banks  (or
     were required by the Guarantee to have been so delivered);

     "Libor"  means,  in respect of a particular Libor  Loan  and
     Interest  Period,  the  interest  rate  which,  pursuant  to
     section  6.3.1, the Administrative Agent has determined,  at
     or  about 11:00 a.m. (Toronto time) on the day which is  two
     Banking Days prior to the first day of such Interest Period,

<PAGE>

     is  the  rate  at which it is prepared to offer deposits  to
     leading banks in the London interbank eurocurrency market in
     U.S.  dollars in an amount approximately equal to the amount
     of  the  particular  Libor Loan for substantially  the  same
     number  of days as such Interest Period for delivery on  the
     first day of such Interest Period;

     "Libor  Loan"  means,  at  any  time,  any  Loan  which   is
     outstanding at such time in U.S. dollars and in  respect  of
     which  interest  is  to be calculated based  on  Libor,  and
     "Libor  Loans" means, at any time, all Libor Loans  at  such
     time;

     "Lien" means any mortgage, lien, pledge, assignment, charge,
     security   interest,  lease  intended   as   security   (but
     specifically   not   including  operating   leases),   title
     retention  agreement,  right reserved  in  any  Governmental
     Body,   hypothec,  levy,  execution,  seizure,   attachment,
     garnishment  or other similar encumbrance and  includes  any
     contractual restriction which, if contravened, may give rise
     to an encumbrance;

     "Loan"  means,  at  any time, the principal  amount  of  all
     Obligations  then  outstanding  under  the  Credit  Facility
     pursuant  to the same availment option, denominated  in  the
     same Currency, and,

          (a)   in  the  case  of  a  Bankers'  Acceptance  Loan,
          relating  to  all  Bankers'  Acceptances  accepted   in
          respect of a single Borrowing Notice;

          (b)   in  the  case  of a Libor Loan,  pursuant  to  an
          Advance,  Rollover or Conversion made on the same  date
          and having the same Maturity Date; and

          (c)   in the case of a Letter of Credit, relating to  a
          single Letter of Credit;

     and  "Loans"  means, at any time, all Loans then outstanding
     under the Credit Facility at such time;

     "Loan Documents" means this Agreement, the Guarantee and any
     other  agreements, instruments and documents delivered  from
     time  to  time  (both  before and after  the  date  of  this
     Agreement)  to  the Administrative Agent on  behalf  of  the
     Banks or to the Banks by the Borrower, the Guarantor or  any
     other  Person  in  connection with  this  Agreement  or  the
     Guarantee, other than opinions of counsel, in each  case  as
     amended  or  supplemented  from  time  to  time,  and  "Loan
     Document" means any one of them;

     "Majority Banks" means, at any time, such of the Banks which
     are  owed principal amounts under the Credit Facility or the
     Overdraft  Facility  aggregating at least  66  2/3%  of  the
     aggregate  of  the Loans under the Credit Facility  and  the
     maximum amount of the Overdraft Facility pursuant to section
     2.11.1  or,  if no Loans are then outstanding, such  of  the
     Banks  having or having made available, as the case may  be,
     at   least  66  2/3%  of  the  aggregate  of  the  Aggregate
     Commitment and the maximum amount of the Overdraft  Facility
     pursuant   to   section  2.11.1.   For  purposes   of   this
     definition, the principal amount owed and the amount  having

<PAGE>

     been made available under the Overdraft Facility at any time
     shall be deemed to be the maximum amount thereof pursuant to
     section 2.11.1;

     "Maturity Date" means the last day of an Interest Period, BA
     Period or Letter of Credit term (as applicable);

     "Merisel   Parent"  means  Merisel,  Inc.,   a   corporation
     incorporated under the laws of Delaware, and its successors;

     "Obligations"   means   all  indebtedness   (including   any
     operating  account debit balances in favour  of  any  Bank),
     liabilities  and  other obligations of the Borrower  to  the
     Administrative Agent and the Banks or any of them  hereunder
     and  of  the Borrower or the Guarantor under any other  Loan
     Document  (including any amendments or supplements thereto),
     whether actual or contingent, direct or indirect, matured or
     not,  now  existing  or  arising hereafter,  including,  for
     greater  certainty,  obligations to the  Overdraft  Bank  in
     respect of the Overdraft Facility;

     "Overdraft Bank" means Citibank Canada;

     "Overdraft  Facility"  means  the  overdraft  facility  made
     available to the Borrower by the Overdraft Bank pursuant  to
     section 2.11;

     "Permitted Encumbrances" means:

          (a)   Liens  for  taxes,  assessments  or  governmental
          charges  incurred  in the ordinary course  of  business
          that  are  not yet due and payable or the  validity  of
          which  is  being actively and diligently  contested  in
          good faith by the Borrower;

          (b)       construction,     mechanics',      carriers',
          warehousemen's  and materialmen's Liens  and  Liens  in
          respect   of   vacation  pay,  workers'   compensation,
          unemployment    insurance    or    similar    statutory
          obligations, provided the obligations secured  by  such
          Liens  are not yet due and payable and, in the case  of
          construction  Liens, which have not yet been  filed  or
          for  which the Borrower has not received written notice
          of a Lien;

          (c)  deposits to secure public or statutory obligations
          or  in connection with any matter giving rise to a Lien
          described in (b) above;

          (d)   Liens arising from court or arbitral proceedings,
          provided  that  any such Lien has not  resulted  in  an
          Event of Default;

          (e)  good faith deposits made in the ordinary course of
          business  to  secure the performance of bids,  tenders,
          contracts  (other  than for the repayment  of  borrowed
          money), leases, surety, customs, performance bonds  and
          other similar obligations;

<PAGE>

          (f)   utility  easements, rights  of  way,  servitudes,
          building restrictions, title defects and irregularities
          and other such Liens against real property as are of  a
          nature generally existing with respect to properties of
          a  similar  character and which do not in any  material
          way  affect the marketability of the same or  interfere
          with the use thereof in the business of the Borrower;

          (g)   Purchase  Money Security Interests, provided  the
          aggregate  principal amount of the obligations  secured
          in  respect of Purchase Money Security Interests  which
          are not in respect of inventory flooring agreements  at
          no time exceeds $1,000,000;

          (h)   capital leases, provided the aggregate  principal
          amount thereof does not at any time exceed $10,000,000;

          (i)   any other Lien which the Banks approve in writing
          as a Permitted Encumbrance;

          (j)   any  other  Liens  provided  that  the  aggregate
          principal amount secured thereby at any time  does  not
          exceed $100,000; and

          (k)   Liens in respect of accounts receivable  (and  in
          property  securing  or  otherwise  supporting  accounts
          receivable)  in  connection  with  agreements  for  the
          securitization  of  accounts receivable  (or  interests
          therein),  provided that the Agent  on  behalf  of  the
          Banks  shall have received, not less than 5 days  prior
          to  the date of such securitization, an opinion from  a
          firm  of chartered accountants acceptable to the  Banks
          that  the sale of accounts receivable pursuant to  such
          securitization   constitutes  a  sale  for   accounting
          purposes, which opinion shall be substantially  in  the
          form  of  a  schedule to be agreed upon by the  parties
          hereto by February 28, 1995 and to be attached to  this
          Agreement;

     "Person"   means   any   individual,  partnership,   limited
     partnership,  joint venture, syndicate, sole proprietorship,
     company  or  corporation  with  or  without  share  capital,
     unincorporated   association,  trust,   trustee,   executor,
     administrator  or  other  legal personal  representative  or
     Governmental Body;

     "Prime Rate" means, at any time, the annual rate of interest
     which  the Administrative Agent establishes at its principal
     office  in  Toronto  as the reference rate  of  interest  to
     determine  interest rates it will charge at  such  time  for
     demand  loans  in Canadian dollars made to its customers  in
     Canada  and  which  it  refers to  as  its  "prime  rate  of
     interest",  such  rate  to  be  adjusted  automatically  and
     without  the  necessity of any notice to the  Borrower  upon
     each change to such rate;

     "Prime  Rate  Loan" means, at any time, any  Loan  which  is
     outstanding at such time and in respect of which interest is
     to  be  calculated based on the Prime Rate and  "Prime  Rate
     Loans"  means,  at any time, all Prime Rate  Loans  at  such
     time;

<PAGE>

     "Purchase  Money  Security Interest" means any  Lien  given,
     assumed or arising by operation of law to provide or secure,
     or  to  provide the obligor with funds to pay, the whole  or
     any  part  of  the  consideration  for  the  acquisition  of
     property  where  the  principal  amount  of  the  obligation
     secured  by  such  Lien (i) is not in  excess  of  the  cost
     (including,   without   limitation,  taxes,   delivery   and
     transaction costs) to the obligor of the property encumbered
     thereby  and  (ii)  is secured only by  the  property  being
     acquired  by  the  obligor,  and  includes  the  renewal  or
     refinancing of any such Lien upon the same property provided
     that the indebtedness secured and the security therefor  are
     not  increased  thereby,  and  also  includes,  for  greater
     certainty, Liens in respect of inventory flooring agreements
     with suppliers;

     "Rateable  Portion" means in respect of  each  Bank  at  any
     time,  the proportion that its Commitment at such time bears
     to  the  Aggregate Commitment at such time,  and  the  terms
     "rateable"  and  "rateably"  shall  have  the  corresponding
     meanings;

     "Responsible Officer" means, in respect of the Borrower, any
     of  the  Chief  Executive Officer and  the  Chief  Financial
     Officer;

     "Rollover"  means, in respect of a Libor  Loan  or  Bankers'
     Acceptance  Loan,  the continuation  of  such  Loan  or  any
     portion  thereof  for  a succeeding Interest  Period  or  BA
     Period,  as  the  case  may  be,  in  accordance  with   the
     provisions hereof;

     "Rollover  Date"  means,  in respect  of  a  Libor  Loan  or
     Bankers'  Acceptance Loan, a Banking Day on which a Rollover
     of all or a portion thereof is made;

     "Subsidiary" means, with respect to any Person at any  time,
     any  corporation of which at least a majority of the  Voting
     Shares  are  at the time, directly or indirectly,  owned  by
     such   Person,   and  includes  any  corporation   in   like
     relationship to a Subsidiary;

     "Taxes"  means  all  taxes of any kind or nature  whatsoever
     including, without limitation, income taxes, sales or value-
     added taxes, levies, stamp taxes, royalties, duties, and all
     fees,   deductions   and   withholdings   imposed,   levied,
     collected, withheld or assessed as of the date hereof or  at
     any  time  in  the future, by any Governmental  Body  of  or
     within  Canada  or any other jurisdiction whatsoever  having
     power  to tax, together with penalties, fines, additions  to
     tax and interest thereon;

     "U.S. Credit Agreement" means the revolving credit agreement
     dated  as  of  December  23, 1993 among  the  Guarantor  and
     Merisel  Europe,  Inc. as co-borrowers,  Merisel  Parent  as
     guarantor, and the lenders and other parties listed therein,
     as amended to the date hereof;

     "U.S.   Dollar  Equivalent"  means,  in  relation   to   any
     particular  amount  of  money in  Canadian  dollars  at  any
     particular  time,  the value thereof at such  time  in  U.S.
     dollars determined at the Conversion Rate; and

<PAGE>

     "Voting  Shares"  means capital stock  of  any  class  of  a
     corporation   which   carries  voting   rights   under   any
     circumstances, provided that shares which carry the right to
     vote conditionally upon the happening of an event shall  not
     be  considered  Voting Shares until the occurrence  of  such
     event and then only during the continuance of such event.


C.(b)               Gender and Number

           Words  importing the singular include the  plural  and
vice versa and words importing gender include all genders.


C.(c)               Certificate of the Administrative Agent as to
Rates, etc.

           A  certificate of the Administrative Agent  certifying
the  amount  of  the  Applicable Margin, the BA  Base  Rate,  the
Average  BA  Discount Rate, the Base Rate, the  Prime  Rate,  the
Acceptance  Fee,  the  Letter  of Credit  Fee  or  Libor  at  any
particular time in respect of any Loan made or maintained  or  to
be  made  or maintained by the Banks or any of them hereunder  or
the Conversion Rate in respect of any calculation hereunder shall
be  binding  and  conclusive  for all purposes,  absent  manifest
error.   A certificate of a Bank certifying the amount of the  BA
Discount Rate quoted by it on any particular day, as notified  by
it  to the Administrative Agent for the purposes hereof, shall be
binding  and conclusive for all purposes, absent manifest  error.
No  provision  hereof shall be construed so  as  to  require  the
Administrative  Agent or any Bank to issue a certificate  at  any
particular time.


C.(d)               Interest Act

          For purposes of the Interest Act (Canada), where in any
Loan  Document (i) a rate of interest is to be calculated on  the
basis of a year of 360 days, the yearly rate of interest to which
the  360  day rate is equivalent is such rate multiplied  by  the
number of days in the year for which such calculation is made and
divided  by  360,  or (ii) an annual rate of interest  is  to  be
calculated  during a leap year, the yearly rate  of  interest  to
which such rate is equivalent is such rate multiplied by 366  and
divided by 365.

<PAGE>

C.(e)               Invalidity, etc.

           Each  of the provisions contained in any Loan Document
is  distinct  and  severable  and a  declaration  of  invalidity,
illegality  or  unenforceability of any such  provision  or  part
thereof by a court of competent jurisdiction shall not affect the
validity  or enforceability of any other provision of  such  Loan
Document  or  of any other Loan Document.  Without  limiting  the
generality  of  the  foregoing, if  any  amounts  on  account  of
interest  or  fees or otherwise payable by the  Borrower  to  the
Administrative  Agent or the Banks hereunder exceed  the  maximum
amount  recoverable under Applicable Law, the amounts so  payable
hereunder  shall  be  reduced to the maximum  amount  recoverable
under Applicable Law.


C.(f)               Headings, etc.

          The division of a Loan Document into articles, sections
and  clauses,  the  inclusion of a  table  of  contents  and  the
insertion of headings are for convenience of reference  only  and
shall not affect the construction or interpretation of such  Loan
Document.

C.(g)               Governing Law

           The Loan Documents, other than the Guarantee, shall be
governed  by  and construed in accordance with the  laws  of  the
Province  of  Ontario and the laws of Canada applicable  therein.
The  Guarantee  shall be governed by and construed in  accordance
with the laws of the State of California.


C.(h)               Attornment

          The parties hereto irrevocably submit and attorn to the
non-exclusive  jurisdiction of the  courts  of  the  Province  of
Ontario for all matters arising out of or in connection with this
Agreement and the other Loan Documents.


C.(i)               Currency

           Except as otherwise specifically provided herein,  all
monetary  amounts  in  this  Agreement  are  stated  in  Canadian
dollars.


C.(j)               This Agreement to Govern

          If there is any inconsistency between the terms of this
Agreement  and  the  terms  of  any  other  Loan  Document,   the
provisions   hereof   shall  prevail  to  the   extent   of   the
inconsistency,  but the

<PAGE>

foregoing shall not  apply  to  limit  or restrict in any way the rights and 
remedies of the Administrative Agent or the Banks under the terms of
the Loan Documents.


C.(k)               Generally Accepted Accounting Principles

           Except as otherwise specifically provided herein,  all
accounting  terms  shall be applied and construed  in  accordance
with   generally  accepted  accounting  principles   consistently
applied.   References  herein to "generally  accepted  accounting
principles" mean, for all principles stated from time to time  in
the  Handbook of the Canadian Institute of Chartered Accountants,
such principles so stated.


C.(l)               Determination of Amount of Loans

           For the purpose of determining the amount of Loans  or
any Loan at any time, there shall be deemed to be outstanding and
advanced   in  addition  to  amounts  outstanding  and   directly
advanced,   without  duplication  and  without  affecting   other
provisions  hereof  regarding the basis for  the  calculation  of
interest or fees, (i) the face amount of all Bankers' Acceptances
then  outstanding, and (ii) the maximum amount of all  contingent
liabilities  of  the  Banks pursuant to Letters  of  Credit  then
outstanding.  Where any amount denominated in U.S. dollars is  or
is  deemed to be outstanding, the applicable rate of exchange for
purposes of calculating the total Canadian dollar amount  of  the
Loans  or  any  Loan at any time shall be the then most  recently
available Conversion Rate.


C.(m)               Actions on Days Other Than Banking Days

          Except as otherwise specifically provided herein, where
any  payment  is  required to be made  or  any  other  action  is
required  to be taken on a particular day and such day is  not  a
Banking  Day  and, as a result, such payment cannot  be  made  or
action cannot be taken on such day, then this Agreement shall  be
deemed  to provide that such payment shall be made or such action
shall  be taken on the first Banking Day after such day; provided
that if such deferral would cause such payment to be made or such
action  to be taken in the following calendar month, such payment
shall be made or such action shall be taken on the next preceding
Banking   Day   and  interest  and  fees  shall   be   calculated
accordingly.


C.(n)               Oral Instructions

           Notwithstanding  any other provision herein  regarding
the  delivery  of  notices, including Borrowing Notices,  by  the
Borrower,  the Administrative Agent shall in its sole  discretion
be entitled to act upon the oral instructions of the Borrower, or
any Person reasonably believed by the Administrative Agent to  be
a  Person  authorized  by  the  Borrower  to  give  instructions,
regarding  any  request  for  an Advance,  Rollover,  Conversion,

<PAGE>

completion  and issuance of Bankers' Acceptances or  issuance  of
Letters  of Credit.  All such oral instructions shall be  at  the
risk  of  the  Borrower and must be confirmed in writing  by  the
Borrower  prior to the time the Administrative Agent is  required
to act on such oral instructions.  The Administrative Agent shall
not be responsible for any error or omission in such instructions
or in the performance thereof except in the case of negligence or
wilful misconduct by the Administrative Agent.


C.(o)               Incorporation of Schedules

           The following schedules annexed hereto shall, for  all
purposes hereof, form part of this Agreement:

               Schedule A     -    Commitments (1.1)
               Schedule B     -    Borrowing Notice (2.6)
               Schedule C     -    Guarantee (9.1.3.5)
               Schedule D     -    Opinion of Borrower's Counsel
              (9.1.3.7)
               Schedule E     -    Opinion of Guarantor's Counsel
              (9.1.3.8)


D.                      CREDIT FACILITY

D.(a)               Establishment of Credit Facility

     D.(a)(i)       Subject to the terms and conditions  of  this
     Agreement, the Banks hereby severally establish a  revolving
     credit facility (the "Credit Facility") in favour of the Borrower
     in the amount of their respective Commitments.

     D.(a)(ii)      The Credit Facility shall be available, at the
     option of the Borrower, by way of Advances of:  (i) Prime Rate
     Loans in Canadian dollars; (ii) Base Rate Loans in U.S. dollars;
     (iii) Bankers' Acceptances in Canadian dollars; (iv) Libor Loans
     in U.S. Dollars; and (v) Letters of Credit in Canadian or U.S.
     dollars.

     D.(a)(iii)          Notwithstanding any other provision of this
     Agreement,  no Bank shall be obligated to make its  Rateable
     Portion of any Advance (and the Borrower shall not request any
     Advance to be made) to the extent that on any relevant Borrowing
     Date, after giving effect to any Advance requested:  (i) the
     Canadian Dollar Value of the aggregate principal amount of such
     Bank's Rateable Portion of all Loans would exceed its Commitment
     at such time; or (ii) the Canadian Dollar Value of the aggregate
     principal  amount  of all Loans would exceed  the  Aggregate
     Commitment at such time.

<PAGE>

D.(b)               Revolving Nature of Credit Facility

           The  Borrower  may, until the Due  Date,  increase  or
decrease  the  Obligations under the Credit  Facility  by  making
drawdowns, repayments and further drawdowns up to the  amount  of
the  Aggregate  Commitment  from time  to  time.   The  Aggregate
Commitment  and  each of the Commitments shall  be  automatically
reduced  to nil on the Due Date, and the Borrower shall repay  to
the  Administrative Agent for the account of the Banks on the Due
Date all Obligations then outstanding.


D.(c)               Repayment

           The  Borrower may from time to time (without bonus  or
penalty)  on  any Banking Day repay to the Administrative  Agent,
for the account of the Banks, Prime Rate Loans or Base Rate Loans
or  portions thereof provided that any such repayment made by the
Borrower  on  any  particular day shall (unless such  payment  is
required  to be made under any particular provision hereof)  only
be  effected  if  notice of such repayment  is  provided  to  the
Administrative Agent by (i) in the case of a repayment  of  under
$5,000,000,  12:00 noon, and (ii) in the case of a  repayment  of
$5,000,000  or more, 11:00 a.m., in each case on such day,  which
notice, once given, shall in each case be irrevocable and binding
upon  the Borrower.  The Borrower shall repay Bankers' Acceptance
Loans  and  Libor  Loans  in accordance with  the  provisions  of
section 2.8.2.


D.(d)               Voluntary Reduction in Credit Facility

           The Borrower shall have the right at any time and from
time  to  time, by giving at least three Banking Days' notice  to
the  Administrative  Agent which notice,  once  given,  shall  be
irrevocable  and  binding upon the Borrower, to reduce  the  then
applicable  Aggregate Commitment to a lower amount which  is  not
less   than   the  principal  amount  of  all  Obligations   then
outstanding.   Such  notice  shall  specify  the  amount  of  the
reduction,  which shall be in an integral multiple of $5,000,000.
The amount of any such reduction so made by the Borrower shall be
permanent  and  irrevocable and each Bank's Commitment  shall  be
reduced rateably.


D.(e)               Extension of Credit Facility

            The   Borrower  may,  by  written  request   to   the
Administrative Agent at least 30 days prior to the  end  of  each
successive  6  month  period commencing  from  the  date  hereof,
request that the Credit Facility be extended for a further period
of  6  months from the Due Date at such time.  The Administrative
Agent  shall forthwith notify each Bank of such request  and  the
Banks may, in their sole discretion and regardless of whether  or
not  there  is  any Default hereunder, approve  or  decline  such
request (approval being deemed to have been given only if all  of
the  Banks give such approval).  The Administrative Agent  shall,

<PAGE>

not  later  than  6 months prior to the Due Date  at  such  time,
notify  the  Borrower  whether or not  such  extension  has  been
granted and, if such extension has been granted, confirm the  new
Due  Date.  If no request for an extension of the Credit Facility
is  received from the Borrower or if such request is not approved
by  all of the Banks, the Credit Facility shall terminate on  the
then current Due Date.


D.(f)               Advances

     D.(f)(i)       Other than in the case of Advances made pursuant
     to section 2.11, each request by the Borrower for an Advance
     under the Credit Facility shall be made by the delivery of a duly
     completed and executed Borrowing Notice to the Administrative
     Agent at its Branch of Account:

          D.(f)(i)(A)         in the case of Advances of Prime Rate Loans
          and Base Rate Loans, not later than 10:30 a.m. (Toronto time) on
          the proposed Borrowing Date;

          D.(f)(i)(B)         in the case of Advances of Libor Loans or
          Bankers' Acceptance Loans, not later than 11:00 a.m. (Toronto
          time) on the second Banking Day prior to the proposed Borrowing
          Date; and

     In  the  case of Advances of Letters of Credit, the Borrower
     shall deliver a duly completed and executed Borrowing Notice
     to  the  Agent at its Branch of Account and the Agent shall,
     as  soon  as reasonably practicable, prepare and provide  to
     the Borrower a draft of the Letter of Credit.  The Borrowing
     Date  in respect of the Letter of Credit shall be not sooner
     than  the  fifth  Banking Day following the receipt  by  the
     Agent  of written notice from the Borrower that the form  of
     the draft Letter of Credit is acceptable to the Borrower.

     D.(f)(ii)      Any notice in respect of a proposed Advance shall
     be irrevocable and binding on the Borrower.

     D.(f)(iii)          Subject to section 2.11, all Advances shall
     be in an amount which is an integral multiple of $100,000 (or
     U.S. $100,000 in the case of an Advance in U.S. dollars) and, in
     the case of Advances of Bankers' Acceptance Loans, shall also be
     in a minimum amount of $500,000.


D.(g)               Selection of Interest Periods and BA Periods

          Notwithstanding any other provision hereof:

     D.(g)(i)       the Borrower may not select any Interest Period or
     BA Period with a Maturity Date which is later than the Due Date;
     and

<PAGE>

     D.(g)(ii)      the number of Interest Periods and BA Periods in
     effect at any time shall not exceed 40 in the aggregate.


D.(h)               Rollover and Conversion

     D.(h)(i)       Subject to the terms and conditions  of  this
     Agreement and provided that no declaration or demand has been
     made by the Administrative Agent under section 10.2, the Borrower
     may from time to time request that a Loan or any portion thereof
     be rolled over or converted to another form of Loan in accordance
     with the provisions hereof.

     D.(h)(ii)      The Borrower shall repay to the Administrative
     Agent  for the account of the Banks the full amount of  each
     Bankers' Acceptance Loan and Libor Loan on the Maturity Date of
     the  BA  Period  or Interest Period applicable  thereto,  in
     accordance with the provisions hereof governing repayment and
     prepayment, unless such Loan shall be rolled over or converted to
     another form of Loan on such Maturity Date in accordance with the
     provisions hereof.

     D.(h)(iii)          Each request by the Borrower for a Rollover
     or Conversion shall be made by the delivery of a duly completed
     and executed Borrowing Notice to the Administrative Agent at the
     Branch of Account, and the provisions of section 2.6 shall apply
     to the Rollover or Conversion as if such Rollover or Conversion
     were an Advance.

     D.(h)(iv)      Each Rollover or Conversion of a Libor Loan or
     Bankers' Acceptance Loan shall be made effective as  of  the
     Maturity Date of the Interest Period or BA Period applicable
     thereto.

     D.(h)(v)        If the Borrower does not deliver a Borrowing
     Notice at or before the time required by section 2.8.3 and

          D.(h)(v)(A)         in the case of a Bankers' Acceptance Loan,
          fails to pay to the Administrative Agent for the account of the
          Banks the face amount thereof on the Maturity Date of the
          relevant BA Period, or

          D.(h)(v)(B)         in the case of a Libor Loan, fails to pay to
          the Administrative Agent for the account of the Banks the
          principal amount thereof on the Maturity Date of the relevant
          Interest Period,

     the  Borrower shall be deemed to have requested a Conversion
     of such Loan to a Prime Rate Loan (if the maturing Loan is a
     Bankers'  Acceptance  Loan) or a  Base  Rate  Loan  (if  the
     maturing  Loan  is a Libor Loan), and all of the  provisions
     hereof  applicable to Prime Rate Loans and Base Rate  Loans,
     as the case may be, shall apply thereto.

     D.(h)(vi)      A Rollover or Conversion shall not constitute a
     repayment of the relevant Loan but shall result in a change in
     the basis of calculation of interest or fees (as the case may be)

<PAGE>

     for such Loan and, where applicable, the Currency of the Loan, in
     accordance with the provisions hereof.


D.(i)               Mandatory Repayment for Currency Excess

          The Administrative Agent shall, on such dates as it may
select  in  its  sole discretion, determine the  Canadian  Dollar
Value   of   the   principal  amount  of  all  Obligations   then
outstanding.   If  the  Canadian Dollar Value  of  the  principal
amount  of all such Obligations exceeds the Aggregate Commitment,
the  Administrative Agent shall notify the Borrower of the amount
of  the  excess (the "Excess Borrowing") and the Borrower  shall,
within five Banking Days of the giving of such notice, repay  the
amount  of  the  Excess  Borrowing in  Canadian  dollars  to  the
Administrative Agent on behalf of the Banks.


D.(j)               Payments Generally

           All  payments (in respect of principal, interest, fees
or otherwise) shall be made by the Borrower to the Administrative
Agent  (on behalf of the Banks) no later than 12:00 noon (Toronto
time)  on  the due date thereof to the account specified therefor
by  the Administrative Agent at its Branch of Account or to  such
other accounts as may be specified by the Administrative Agent to
the Borrower from time to time.  Any payments received after such
time shall be considered for all purposes as having been made  on
the  next  following Banking Day unless the Administrative  Agent
otherwise  agrees  in writing.  All payments  shall  be  made  in
immediately available funds in the same Currency as the  Currency
of the Loan to which such payments relate.


D.(k)               Overdraft Facility

     D.(k)(i)       Subject to the terms and conditions  of  this
     Agreement, the Overdraft Bank agrees to establish an overdraft
     facility (the "Overdraft Facility") in favour of the Borrower in
     an amount up to $10,000,000.  The Overdraft Facility is subject
     to cancellation in whole or in part by the Overdraft Bank at any
     time and the amount available thereunder shall automatically be
     reduced to nil on the Due Date, and the Borrower shall repay to
     the  Overdraft  Bank  on the earlier of  the  date  of  such
     cancellation and the Due Date all Obligations then outstanding
     thereunder.   The  Borrower may, until the  earlier  of  the
     cancellation of the Overdraft Facility and the Due Date, increase
     or  decrease the Obligations under the Overdraft Facility by
     making drawdowns, repayments and further drawdowns up to the
     maximum amount available thereunder from time to time.

     D.(k)(ii)     The Borrower shall open and maintain with  the
     Overdraft Bank at the Branch of Account at least one Canadian
     dollar and one U.S. dollar operating account (each such operating
     account herein called an "operating account").  The Borrower

<PAGE>

     shall execute the Overdraft Bank's standard operation of account
     agreements and other necessary account documents.  Availment
     under the Overdraft Facility may be made by the Overdraft Bank
     honouring cheques of the Borrower drawn on an operating account
     on  the terms set out in section 2.11.3.  Overdrafts in  the
     Canadian dollar operating account and the U.S. dollar operating
     account shall bear interest at the rate applicable to Prime Rate
     Loans and Base Rate Loans, respectively.

     D.(k)(iii)        The Borrower authorizes the Overdraft Bank,
     daily or otherwise as and when determined by the Overdraft Bank
     from time to time, to ascertain the net position between the
     Borrower  and the Overdraft Bank in respect of all operating
     accounts.   If  such net position is a debit  in  excess  of
     $10,000,000 (or the U.S. Dollar Equivalent) in favour of the
     Overdraft Bank, the Overdraft Bank shall forthwith notify the
     Administrative  Agent of the amount of such debit  position.
     Receipt of such notice shall be deemed to be receipt by  the
     Administrative Agent of a Borrowing Notice from the Borrower
     under the Credit Facility requesting an Advance of a Prime Rate
     Loan (or, if the Borrower so advises the Administrative Agent in
     sufficient time prior to the Advance, a Base Rate Loan) in the
     amount of $10,000,000 (or the U.S. Dollar Equivalent), and the
     provisions of this Agreement applicable to such Advance shall
     thereupon apply, except that the Administrative Agent  shall
     credit the Overdraft Bank with the amount of such Advance (which
     the Overdraft Bank shall in turn credit to the relevant operating
     account or accounts).

     D.(k)(iv)    The provisions of sections 3.5, 3.7, 6.2.1, 6.2.2,
     6.4, 6.7, 6.8, 8.1, 8.3, 9.1 and 10.2 of this Agreement shall
     apply to the Overdraft Facility, mutatis mutandis.  For greater
     certainty, in applying such sections to the Overdraft Facility,
     all references therein to Loans shall be deemed to be references
     to  amounts  outstanding under the Overdraft  Facility;  all
     references  to  the Credit Facility shall be  deemed  to  be
     references to the Overdraft Facility; all references to Prime
     Rate Loans and Base Rate Loans shall be deemed to be references
     to  Canadian  dollar  overdrafts or U.S. dollar  overdrafts,
     respectively; all references to the Administrative Agent and/or
     the Banks shall be deemed to be references to the Overdraft Bank;
     and all references to the Aggregate Commitment shall be deemed to
     be references to the maximum amount available under the Overdraft
     Facility at such time.

     D.(k)(v)     Subject to section 2.11.3, the Overdraft Bank shall
     be solely responsible for the funding and administration of the
     Overdraft Facility, and all interest, fees and other amounts
     payable by the Borrower in respect of the Overdraft Facility
     shall be for the account of the Overdraft Bank.

<PAGE>
                                
E.               GENERAL PROVISIONS RELATING TO THE CREDIT FACILITY


E.(a)               Disturbance of Libor Market

           Notwithstanding any other provision hereof, if at  any
time  prior to the commencement of an Interest Period in  respect
of  any  proposed Libor Loan, any Bank determines in  good  faith
(which  determination  shall  be  conclusive  and  binding),  and
provides  a certificate to the Administrative Agent with  respect
to such determination, that with respect to such Libor Loan:

     E.(a)(i)       Libor will not adequately and fairly reflect the
     cost to such Bank of funding such Libor Loan for the relevant
     Interest Period, or

     E.(a)(ii)      deposits in U.S. dollars are not available to such
     Bank in the London interbank market in sufficient amounts in the
     ordinary course of business, or

     E.(a)(iii)          by reason of circumstances affecting the
     London interbank market, adequate and fair means do not exist for
     ascertaining Libor for the relevant Interest Period;

then  the  Administrative Agent shall forthwith (but in any  case
not later than the Banking Day on which such Libor Loan was to be
made) give notice of such determination to the Borrower, and from
and  after  the date of commencement of such Interest Period  and
for  so  long  as  such conditions shall continue  to  exist  the
Borrower  shall not have the right to obtain such Libor Loan  and
the  Borrowing  Notice  received by the Administrative  Agent  in
respect of such Libor Loan shall be deemed to be a request of the
Borrower  for a Base Rate Loan (unless the Borrower notifies  the
Administrative Agent, within the time periods required by section
2.6.1,  that it wishes another type of Loan (other than  a  Libor
Loan)).


E.(b)               Payments - No Deduction

     E.(b)(i)        All  payments made by the  Borrower  to  the
     Administrative Agent or any of the Banks under this Agreement
     shall be made in full, without set-off or counterclaim, and free
     of and without deduction or withholding for or on account of any
     present or future Canadian Taxes (other than Excluded Taxes)
     provided that, if the Borrower shall be required by law to deduct
     or withhold any Canadian Taxes (other than Excluded Taxes) from
     or in respect of any payment or sum payable to the Administrative
     Agent or the Banks, the payment or sum payable shall be increased
     as may be necessary so that after making all required deductions
     or withholdings (including deductions or withholdings applicable
     to  additional  amounts  paid under this  section  3.2)  the
     Administrative Agent or the Banks receive an amount equal to the

<PAGE>

     sum they would have received if no deduction or withholding to
     the  relevant taxation or other authority in accordance with
     Applicable Law.

     E.(b)(ii)      The Borrower shall indemnify the Administrative
     Agent  and  the Banks (any of the same being an "Indemnified
     Person") in respect of:

          E.(b)(ii)(A)        the full amount of Canadian Taxes (other than
          Excluded Taxes) imposed or levied upon any such Indemnified
          Person in respect of any payment received or receivable by it
          hereunder from or on behalf of the Borrower or from the Guarantor
          as guarantor of the Obligations of the Borrower, whether or not
          such Canadian Taxes (other than Excluded Taxes) were correctly or
          legally asserted; and

          E.(b)(ii)(B)        any net Taxes imposed by any jurisdiction on
          any increased amounts payable under section 3.2.1 after taking
          into account any refund, credit, allowance, remission or
          deduction from income otherwise determined or tax otherwise
          payable available to such Indemnified Person in respect of the
          Canadian Taxes deducted or withheld as contemplated by section
          3.2.1 (whether or not claimed by such Indemnified Person).

     Payment under this indemnification shall be made within  ten
     Banking  Days from the date the relevant Indemnified  Person
     makes  written demand therefor accompanied by a  certificate
     of the relevant Indemnified Person stating the amount of the
     relevant  Taxes and the calculation thereof.  Provided  that
     payment  in  full  shall  have been  made  to  the  relevant
     Indemnified  Person  in accordance with  this  section,  the
     Borrower shall have the sole right to determine whether  and
     to what extent the assessment shall be objected to, appealed
     or  otherwise contested or a refund sought of all or part of
     any  amount paid to any Canadian taxing authority under  the
     assessment  and to take any proceedings in respect  of  such
     contestation or refund in the name of the Indemnified Person
     and  to  obtain and instruct counsel of its choice, all  for
     the sole account and at the sole expense of the Borrower.

     E.(b)(iii)          As soon as practicable after receipt of each
     payment made pursuant to sections 3.2.1 or 3.2.2, the relevant
     Indemnified Person shall take all reasonable steps to obtain any
     refund, credit, allowance, remission or deduction from income
     otherwise determined or tax otherwise payable, to which it may be
     entitled from the taxation authorities of any relevant taxing
     jurisdictions  in respect of any payment of  Canadian  Taxes
     referred to in section 3.2.1 or any payment of Taxes referred to
     in section 3.2.2.  If any such refund shall be received or due
     payment  of  tax  reduced by reason of such refund,  credit,
     allowance, remission or deduction, such Indemnified Person shall,
     to the extent that it can do so without prejudice to its ability
     to retain the amount of such refund, credit, allowance, remission
     or deduction, forthwith notify the Borrower and simultaneously
     account to it for an amount equal to the refund received  or
     credit, allowance, remission or deduction given (to the extent
     the same shall not already have been taken into account under
     section 3.2.2.2).

<PAGE>

     E.(b)(iv)       Nothing contained in this section 3.2  shall
     interfere with the right of a Bank to arrange its tax affairs in
     whatever manner it may think fit and, in particular, it shall not
     be under any obligation to claim relief from its tax liability in
     respect of its payments, deductions or withholdings in priority
     to any other claims, reliefs, credits or deductions available to
     it.

     E.(b)(v)       If an Indemnified Person shall demand payment from
     the  Borrower under this Section 3.2, the Borrower may, upon
     giving two Banking Days' notice to the Administrative Agent and
     to such Indemnified Person within 30 Banking Days after receiving
     such notice from the Indemnified Person requiring such payment,
     elect to prepay to such Indemnified Person all or such part of
     the amount of the Loans owing to such Indemnified Person as may
     be specified by the Borrower in such notice.  Any such notice so
     given shall be irrevocable and the Borrower shall, on the second
     Business Day after the giving of such notice, prepay to such
     Indemnified Person the amount of the Loans required to be paid
     pursuant to the giving of such notice together with all interest
     accrued  thereon and all amounts payable to such Indemnified
     Person in connection with such prepayment pursuant to Section
     3.5.  Such Indemnified Person's Commitment so required to be
     prepaid  shall  be  correspondingly permanently  reduced  or
     terminated (as the case may be) on the second Banking Day after
     the giving of such notice (and, for greater certainty, no other
     Indemnified Person shall be responsible therefor),  and  the
     Aggregate Commitment shall be reduced by the amount and at the
     time of any prepayments so required to be made.


E.(c)               Change in Circumstances

          If the introduction of or any change, subsequent to the
initial  Borrowing Date, in any Applicable Law  relating  to  any
Bank, or any change, subsequent to the initial Borrowing Date, in
the  interpretation  or application thereof by  any  Governmental
Body  or compliance by any Bank with any request or direction  of
any Governmental Body:

     E.(c)(i)       subjects such Bank to, or causes the withdrawal or
     termination of a previously granted exemption with respect to,
     any Taxes or changes the basis of taxation of payments due to any
     Bank  or  increases any existing Taxes on  payments  of  the
     Obligations (other than Taxes of application to the  overall
     income of such Bank);

     E.(c)(ii)      imposes, modifies or deems applicable any reserve,
     liquidity,  cash  margin, capital, special deposit,  deposit
     insurance or assessment, or any other regulatory or  similar
     requirement against assets held by, or deposits in or for the
     account of, or loans by, or any other acquisition of funds for
     loans by, such Bank;

     E.(c)(iii)          imposes any Taxes on reserves or  deemed
     reserves  in  respect of the undrawn portion of such  Bank's
     Rateable Portion of the Credit Facility;

<PAGE>

     E.(c)(iv)      imposes on such Bank or requires there to  be
     maintained  by such Bank any capital adequacy or  additional
     capital requirement (including, without limitation, a requirement
     which affects such Bank's allocation of capital resources to its
     obligations) in respect of such Bank's obligations hereunder or
     imposes any other condition or requirement with respect to the
     maintenance by such Bank of a contingent liability with respect
     to any Bankers' Acceptance issued by it hereunder; or

     E.(c)(v)        imposes on such Bank any other condition  or
     requirement with respect to this Agreement (other than Taxes of
     application to the overall income of such Bank);

and such occurrence has the effect of:

     E.(c)(vi)      increasing the cost to such Bank of agreeing to
     make or making, maintaining or funding the Credit Facility, any
     Advance, any Loan or any portion thereof;

     E.(c)(vii)          reducing the amount of the Obligations;

     E.(c)(viii)         directly or indirectly reducing the effective
     return  to such Bank under this Agreement or on its  overall
     capital as a result of entering into this Agreement or as  a
     result of any of the transactions or obligations contemplated by
     this Agreement (other than a reduction resulting from a higher
     rate of income tax being imposed on such Bank's overall income);
     or

     E.(c)(ix)      causing such Bank to make any payment or to forego
     any interest, fees or other return on or calculated by reference
     to any sum received or receivable by such Bank hereunder;

then such Bank shall so advise the Administrative Agent, and  the
Administrative  Agent  shall in each case  forthwith  advise  the
Borrower accordingly and the Borrower shall promptly upon  demand
by  the  Administrative Agent pay to the Administrative Agent  on
behalf  of  such  Bank  such  additional  amounts  as  shall   be
sufficient to fully indemnify such Bank for such additional cost,
reduction,  payment,  foregone  interest  or  other  return.    A
certificate  of  such Bank documenting the relevant  calculations
and  submitted to the Borrower by the Administrative Agent  shall
be  conclusive  and  binding  for all purposes,  absent  manifest
error.   If  the  Administrative Agent shall  demand  payment  of
additional amounts by the Borrower under this section in  respect
of any Bank, the Borrower may, upon giving 2 Banking Days' notice
to   the  Administrative  Agent  within  30  Banking  Days  after
receiving notice from the Administrative Agent requiring  payment
of  such additional amounts, elect to prepay all such or part  of
the amount of the Loans owing to such Bank as may be specified by
the  Borrower in such notice.  Any such notice so given shall  be
irrevocable  and  the Borrower shall, on the second  Banking  Day
after  the giving of such notice, prepay to such Bank the  amount
of  the Loans required to be paid pursuant to the giving of  such
notice together with all interest accrued thereon and all amounts
payable  to such Bank in connection with such prepayment pursuant
to section 3.5.  Such Bank's Commitment so required to be prepaid
shall  be  correspondingly permanently reduced or terminated  (as
the  case  may be) on the second Banking Day after the giving  of
such  notice (and, for greater certainty, no other Bank shall  be

<PAGE>

responsible  therefor),  and the Aggregate  Commitment  shall  be
reduced  by  the  amount and at the time of  any  prepayments  so
required to be made.


E.(d)               Illegality

           If  the introduction of or change, subsequent  to  the
initial Borrowing Date,  to any present or future Applicable Law,
or  any change, subsequent to the initial Borrowing Date, in  the
interpretation  or application thereof by any Governmental  Body,
shall make it unlawful for any Bank to make or maintain any  Loan
or  any  relevant  portion  thereof or  to  give  effect  to  its
obligations in respect of such Loan as contemplated hereby,  such
Bank  may,  by  notice to the Borrower and to the  Administrative
Agent, declare that its obligations hereunder in respect of  such
Loan shall be terminated, and thereupon the Borrower shall prepay
to such Bank forthwith (or at the end of such period to which the
Bank  shall in its discretion have agreed) all of the Obligations
to  such  Bank  in  respect of such Loan  including  all  amounts
payable  in  connection with such prepayment pursuant to  section
3.5.   Such Bank's Commitment so required to be prepaid shall  be
correspondingly permanently reduced or terminated  (as  the  case
may be) on the giving of such notice (and, for greater certainty,
no  other  Bank shall be responsible therefor) and the  Aggregate
Commitment shall be reduced by the amount and at the time of  any
prepayments  so required to be made.  If there are any  types  of
Loans  hereunder  that  are  not so affected,  the  Borrower  may
convert  the  Loans which are affected into one of the  types  of
Loans that are not affected.


E.(e)               General Indemnity

           The  Borrower shall indemnify each Bank for all losses
(excluding   lost   profits),  costs,   expenses,   damages   and
liabilities  (including,  without  limitation,  any  loss,  cost,
expense, damage or liability sustained by such Bank in connection
with  the  liquidation or re-employment in whole or  in  part  of
deposits or funds borrowed or acquired by it to make its Rateable
Portion of any Loan), which such Bank may sustain or incur:   (i)
if  for  any  reason  a  utilization does not  occur  on  a  date
specified therefor in any Borrowing Notice, (ii) if the  Borrower
fails to give any notice required to be given by it hereunder, in
the  manner  and at the time specified herein, (iii) if  for  any
reason any payment of any Libor Loan or Bankers' Acceptance Loan,
or  any portion thereof, occurs on a date which is not a Maturity
Date  in  respect thereof, or (iv) as a consequence of any  other
default by the Borrower to repay any Obligations when required by
the  terms  of  this Agreement, other than, in each  case,  as  a
result  of such Bank's gross negligence or wilful misconduct.   A
certificate  of  the  relevant Bank  setting  forth  the  amounts
necessary  to  indemnify  such Bank in respect  of  such  losses,
costs,  expenses,  damages or liabilities shall  be  prima  facie
evidence of the amounts owing under this section 3.5.


E.(f)               Environmental Indemnity

<PAGE>

           The  Borrower shall indemnify the Administrative Agent
and  each  of the Banks and their respective officers, directors,
employees,  agents and shareholders and shall hold each  of  them
harmless  from  and  against  any and  all  losses,  liabilities,
damages,  costs, expenses and claims (including legal fees  on  a
solicitor  and  his  own  client basis) in  respect  of  (a)  any
Applicable  Law  relating  to  the  environment,  including   the
assertion  of  any  Lien  thereunder, (b)  the  presence  of  any
hazardous  substance  affecting the Borrower's  property  or  any
adjacent  real  estate,  or  (c) the  release  of  any  hazardous
substance  into the environment, other than as a  result  of  the
gross negligence or wilful misconduct of the Agent or any of  the
Banks.  The Borrower's obligations and indemnification under this
section  3.6  shall survive the payment and satisfaction  of  all
Obligations   and  the  termination  of  this   Agreement.    The
Administrative Agent and the Banks shall hold the benefit of this
indemnity  in  trust for those indemnified parties  who  are  not
parties to this Agreement.


E.(g)               Evidence of Indebtedness

     E.(g)(i)         The Administrative Agent shall maintain and
     keep, at its Branch of Account, accounts showing the amount of
     all Loans advanced by each of the Banks, including all Bankers'
     Acceptances accepted by each of the Banks, from time to time and
     the  dates thereof and the interest, fees and other  charges
     accrued thereon or applicable thereto from time to time, and all
     payments of principal (including prepayments), interest and fees
     and other payments made by the Borrower to the Administrative
     Agent  from time to time.  Such accounts maintained  by  the
     Administrative Agent on behalf of itself and each of the Banks
     shall, at all times and for all purposes, constitute prima facie
     evidence,  in the absence of manifest error, of the  matters
     recorded therein.

     E.(g)(ii)         The Obligations owing by the Borrower shall be
     evidenced by a non-negotiable promissory note or other evidence
     of obligation if, as and when required by the Administrative
     Agent at the request of any Bank in accordance with its customary
     practice, such promissory note to be duly executed and delivered
     by the Borrower and to be in form and substance satisfactory to
     such Bank.  In the event that any such promissory note or other
     evidence of obligation contains provisions which are inconsistent
     with the terms of this Agreement, the provisions hereof shall
     prevail to the extent of the inconsistency.


E.(h)               Individual Obligations

           The obligations of each Bank under this Agreement  are
several.  No Bank shall be responsible for any failure or alleged
failure  on  the  part  of any other Bank  to  duly  perform  its
obligations  under  the terms of this Agreement,  nor  shall  the
obligations of the Borrower to any Bank be diminished or affected
by  any failure or alleged failure on the part of any other  Bank
to   duly  perform  its  obligations  under  the  terms  of  this
Agreement.

<PAGE>
                                                                             
F.                      BANKERS' ACCEPTANCES


F.(a)               Procedure Relating to Bankers' Acceptances

           Subject to the terms and conditions of this Agreement,
the  Banks  shall  accept Bankers' Acceptances  of  the  Borrower
denominated  in  Canadian  dollars on  the  following  terms  and
conditions:

     F.(a)(i)       each Bankers' Acceptance presented by the Borrower
     for acceptance by a Bank shall be properly drawn and executed on
     the appropriate form of such Bank in amounts of $100,000  or
     integral multiples thereof and shall mature on a Banking Day.
     The  Borrower  shall  be deemed to have  presented  Bankers'
     Acceptances  for acceptance by a Bank in any  case  where  a
     Borrowing Notice requesting a Bankers' Acceptance Loan has been
     duly given to the Administrative Agent, provided such Bank has
     drafts  duly endorsed in blank by the Borrower in quantities
     sufficient for such Bank to fulfil its obligations in respect of
     the relevant Advance, Rollover or Conversion hereunder;

     F.(a)(ii)       the face amount of each draft of a  Bankers'
     Acceptance to be accepted by the Banks in connection with  a
     Bankers'  Acceptance  Loan  shall  be  determined   by   the
     Administrative Agent on a rateable basis as amongst the Banks,
     except that if a draft that would otherwise be accepted by a Bank
     would not have a face amount of $100,000 or an integral multiple
     thereof, such face amount shall be reduced or increased at the
     discretion of the Administrative Agent to an integral multiple of
     $100,000;

     F.(a)(iii)          each draft of a Banker's Acceptance to be
     accepted by the Banks in respect of a single Bankers' Acceptance
     Loan shall have an identical BA Period;

     F.(a)(iv)      the Borrower shall not claim any days of grace for
     the payment at maturity of any Bankers' Acceptance;

     F.(a)(v)       upon acceptance of any draft by a Bank  as  a
     Bankers' Acceptance, the Borrower shall pay to such Bank the
     Acceptance Fee applicable to such Bankers' Acceptance. Payment of
     such fee shall be effected by such Bank deducting the amount
     thereof from the Discount Proceeds realized by the purchase by
     such Bank of such Banker's Acceptance;

     F.(a)(vi)       on  each Borrowing Date,  Rollover  Date  or
     Conversion Date on which a Bankers' Acceptance Loan is to be
     made, the Administrative Agent shall in accordance with section
     6.3.2  advise the Borrower and each Bank of the  Average  BA
     Discount Rate, and shall at the same time advise each Bank of the
     amount of the Discount Proceeds in respect of the draft of the
     Borrower to be accepted by it on such date;

<PAGE>

     F.(a)(vii)          all Bankers' Acceptances accepted by a Bank
     shall be purchased by such Bank.  Upon the fulfilment of all
     applicable conditions set out herein on the Borrowing Date, the
     Bank  shall accept the relevant draft of the Borrower  as  a
     Bankers'  Acceptance and shall, in case of an Advance  of  a
     Bankers' Acceptance Loan, credit the appropriate account of the
     Administrative  Agent with an amount equal to  the  Discount
     Proceeds, less the applicable Acceptance Fee.  The Administrative
     Agent shall make available to the Borrower in full the amounts so
     credited for value on the same date;

     F.(a)(viii)         each Bank may at any time or from time to
     time hold, sell, rediscount or otherwise dispose of any or all
     Bankers' Acceptances purchased by it;

     F.(a)(ix)      in the case of a Rollover of a Bankers' Acceptance
     Loan or portion thereof, each Bank accepting and purchasing a
     Banker's  Acceptance shall receive for its own  account  the
     Discount Proceeds applicable to the new Bankers' Acceptance in
     order to satisfy the continuing liability of the Borrower to such
     Bank for the face amount of the maturing Bankers' Acceptance, and
     the Borrower shall on the Maturity Date of the maturing Bankers'
     Acceptance pay to the Administrative Agent for the account of
     such Bank an amount equal to the difference between the face
     amount  of the maturing Bankers' Acceptance and the Discount
     Proceeds from the new Bankers' Acceptance, together with the
     Acceptance Fee applicable to the new Bankers' Acceptance;

     F.(a)(x)        in the case of a Conversion of a Loan  to  a
     Bankers' Acceptance Loan, each Bank accepting and purchasing a
     Bankers'  Acceptance shall receive for its own  account  the
     Discount Proceeds applicable to the Bankers' Acceptance in order
     to satisfy the liability of the Borrower to such Bank for the
     amount of its Rateable Portion of the converted Loan, and the
     Borrower shall on the Conversion Date pay to the Administrative
     Agent  for the account of such Bank an amount equal  to  the
     difference between the amount of such Bank's Rateable Portion of
     the converted Loan and the Discount Proceeds from the Bankers'
     Acceptance, together with the Acceptance Fee applicable to the
     Bankers' Acceptance;

     F.(a)(xi)      upon the Administrative Agent making a declaration
     or  demand  under section 10.2, the maximum  amount  of  the
     contingent liability of the Banks under all outstanding Bankers'
     Acceptances shall immediately become due and payable by  the
     Borrower to the Administrative Agent for the account of the Banks
     notwithstanding that the Banks have not at  such  date  been
     required to make payment under any such Bankers' Acceptances.
     Any such amount paid to the Administrative Agent on behalf of the
     Banks shall be held by the Administrative Agent in a separate
     collateral account of the Borrower for set-off against future
     indebtedness owing by the Borrower to the Banks in respect of
     such Bankers' Acceptances and, pending such application, any
     amounts paid to the Administrative Agent for the account of the
     Banks  shall  bear interest at the rate established  by  the
     Administrative Agent from time to time as that  payable  for
     deposits of comparable size and having a term approximating the
     period to the Maturity Date of such Bankers' Acceptance;

<PAGE>

     F.(a)(xii)          to facilitate the acceptance of Bankers'
     Acceptances, the Borrower shall from time to time as required
     provide  to each Bank instruments duly endorsed in blank  by
     authorized signatories of the Borrower, in quantities sufficient
     for each such Bank to fulfil its obligations hereunder.  Each
     Bank shall use reasonable efforts to notify the Administrative
     Agent, which shall in turn notify the Borrower, at any time such
     Bank determines that it is holding an insufficient quantity of
     drafts of the Borrower for the purposes hereof.  No Bank shall be
     responsible or liable for its failure to accept  a  Bankers'
     Acceptance if the cause of such failure is, in whole or in part,
     due to the failure of the Borrower to provide such instruments to
     such Bank on a timely basis nor shall any Bank be liable for any
     damage, loss or other claim arising by reason of any loss or
     improper use of any such instrument except a loss or improper use
     arising by reason of the gross negligence or wilful misconduct of
     such Bank.  In case any authorized signatory of the Borrower
     whose signature shall appear on any draft shall cease to have
     such  authority  before the acceptance of such  draft,  such
     signature shall nevertheless be valid and sufficient for all
     purposes as if such authority had remained in force at the time
     of such acceptance;

     F.(a)(xiii)         the Borrower shall execute and deliver a
     Bank's customary banker's acceptance reimbursement agreement upon
     request of such Bank.  To the extent that the provisions set
     forth  in  such  Bank's  standard form  bankers'  acceptance
     documentation are inconsistent with those set out herein, the
     provisions of this Agreement shall prevail;

     F.(a)(xiv)          if, in the reasonable judgment of the Banks,
     at any time or from time to time there no longer exists an active
     market for bankers' acceptances accepted by the Banks, the Banks
     shall not be obliged to accept drafts of the Borrower presented
     under this Article 4, and, upon the making of such determination,
     the Administrative Agent shall (at the direction of the Banks)
     notify the Borrower thereof and the Bankers' Acceptance availment
     option shall thereupon terminate.


G.                     LETTERS OF CREDIT

G.(a)               Procedures Relating to Letters of Credit

     G.(a)(i)       Each Letter of Credit shall be issued by  the
     Administrative Agent in its name on behalf of all of the Banks in
     accordance with their respective Rateable Portions.

     G.(a)(ii)      Notwithstanding any other provision hereof, the
     Borrower may not request the issuance of any Letter of Credit
     having a term which would extend beyond the Due Date.

G.(b)               Reimbursement

<PAGE>

     G.(b)(i)        The Borrower unconditionally and irrevocably
     authorizes the Administrative Agent on behalf of the Banks to pay
     the amount of any demand made on the Administrative Agent under
     and in accordance with the terms of any Letter of Credit  on
     demand without requiring proof of the Borrower's agreement that
     the  amount so demanded was due and notwithstanding that the
     Borrower may dispute the validity of any such demand or payment.

     G.(b)(ii)      The Borrower shall reimburse the Administrative
     Agent (for the account of the Banks) on demand  for any amounts
     paid by it from time to time as contemplated by section 5.2.1
     and, without limiting the foregoing, the Borrower shall indemnify
     and save the Administrative Agent and the Banks harmless  on
     demand from and against any and all other losses (other than lost
     profits),  costs,  damages,  expenses,  claims,  demands  or
     liabilities which any of them may suffer or incur arising in any
     manner whatsoever in connection with the making of any  such
     payments (including, without limitation, in connection  with
     proceedings to restrain the Administrative Agent from making, or
     to compel the Administrative Agent to make, any such payment).


G.(c)               Banks Not Liable

     G.(c)(i)       Neither the Administrative Agent nor any Bank
     shall  have any responsibility or liability for, or duty  to
     inquire   into,  the  authorization,  execution,  signature,
     endorsement, correctness, genuineness or legal effect of any
     certificate or other document presented to the Administrative
     Agent pursuant to any Letter of Credit and the Borrower fully and
     unconditionally assumes all risks with respect to the same and,
     without limiting the generality of the foregoing, all risks of
     the acts or omissions of any beneficiary of any Letter of Credit
     with respect to the use by any beneficiary of any Letter  of
     Credit.  Neither the Administrative Agent nor any Bank shall not
     be responsible:

          G.(c)(i)(A)         for the validity of certificates or other
          documents delivered under or in connection with any Letter of
          Credit that appear on their face to be in order, even if such
          certificates or other documents should in fact prove to be
          invalid, fraudulent or forged;

          G.(c)(i)(B)         for errors, omissions, interruptions or
          delays in transmission or delivery of any messages by mail,
          cable, telegraph, telefax or otherwise, whether or not they are
          in code;

          G.(c)(i)(C)         for errors in translation or for errors in
          interpretation of technical terms or for errors in  the
          calculation of amounts demanded under any Letter of Credit;

          G.(c)(i)(D)         for any failure or inability of the
          Administrative Agent or any other Person to make payment under
          any Letter of Credit as a result of any Applicable Law or by

<PAGE>

          reason of any control or restriction rightfully or wrongfully
          exercised by any Person asserting or exercising governmental or
          paramount powers; or

          G.(c)(i)(E)         for any other consequences arising in respect
          of a failure by the Administrative Agent to honour a Letter of
          Credit due to causes beyond the control of the Administrative
          Agent;

     and  none  of the above shall affect or impair  any  of  the
     rights  or  powers of the Banks hereunder or the obligations
     of the Borrower under section 5.2.2.  In furtherance and not
     in limitation of the foregoing provisions, it is agreed that
     any  payment made by the Administrative Agent in good  faith
     under and in accordance with the terms of a Letter of Credit
     shall  be binding upon the Borrower and shall not result  in
     any  liability  of the Administrative Agent or  any  of  the
     Banks  to  the Borrower and shall not lessen the obligations
     of the Borrower under section 5.2.2.

     G.(c)(ii)      Notwithstanding the provisions of this section
     5.3, the Borrower shall not be responsible for, and neither the
     Administrative  Agent  nor any Bank  shall  be  relieved  of
     responsibility for, any wilful misconduct or gross negligence of
     or by the Administrative Agent or any Bank.

G.(d)               Letter of Credit Fees

           The Borrower shall pay the Letter of Credit Fee to the
Administrative Agent for the account of the Banks  in  accordance
with  their  respective Rateable Portions in advance (i)  in  the
case of a Letter of Credit having a term of 3 months or less, for
the  period from and including the date of issuance of the Letter
of Credit to and including the stated expiry date thereof, on the
date of issuance of the Letter of Credit, and (ii) in the case of
a  Letter  of Credit having a term longer than 3 months,  on  the
date  of issuance of the Letter of Credit for the initial 3 month
period,  and thereafter not later than the first Banking  Day  of
each subsequent 3 month period for such 3 month period (or lesser
period  remaining in the term of such Letter of Credit), in  each
case  on  an amount equal to the stated amount of the  Letter  of
Credit.   Such  Letter  of Credit Fee shall  be  payable  in  the
Currency in which the applicable Letter of Credit is denominated.
The  Borrower shall be entitled to a full pro rata rebate of  the
Letter  of  Credit  Fee paid if a Letter of Credit  is  cancelled
prior to the end of the period in respect of which the Letter  of
Credit  Fee has been paid.  Any rebate shall be remitted  to  the
Agent  by  the  issuing  Bank promptly on  demand  and  shall  be
forwarded by the Agent to the Borrower promptly on receipt by the
Agent.


G.(e)               Overdue Amounts

          Without limiting any other provision of this Agreement,
if  the Borrower shall fail to reimburse the Administrative Agent
on  behalf  of the Banks in respect of any payments made  by  the
Administrative Agent under a Letter of Credit as contemplated  in
section   5.2.2,  the  Administrative  Agent  may  at  any   time

<PAGE>

thereafter notify the Banks of such failure and such notification
shall  be  deemed to have been delivery of a Borrowing Notice  in
the  amount and Currency of such payments on and subject  to  the
terms  hereof.  Each Bank shall forthwith credit the  account  of
the  Administrative  Agent with such Bank's Rateable  Portion  of
such  payments, the amount of such payments shall  be  deemed  to
constitute  a  Prime  Rate Loan (if such payments  were  made  in
Canadian dollars) or a Base Rate Loan (if such payments were made
in  U.S.  dollars) and, without limiting the terms and conditions
applicable  to such Prime Rate Loan or Base Rate Loan,  shall  be
due  and  payable when such Prime Rate Loan or Base Rate Loan  is
due and payable in accordance with the provisions hereof.


G.(f)               Acceleration

           Upon the Administrative Agent making a declaration  or
demand  under section 10.2, the maximum amount of the  contingent
liability  of  the Administrative Agent and the Banks  under  any
Letter  of  Credit  which is then outstanding  shall  immediately
become  due  and  payable notwithstanding that the Administrative
Agent  has  not  at such date been required to  make  payment  on
behalf  of the Banks under any such Letter of Credit.   Any  such
amount  paid to the Administrative Agent for the account  of  the
Banks  shall be held by the Administrative Agent for the  account
of  the Banks in a separate collateral account of the Borrower as
security for the repayment of future indebtedness of the Borrower
to  the  Banks  in respect of Letters of Credit which  are  drawn
down,  and,  pending  the  expiry of all outstanding  Letters  of
Credit,  any  amounts paid to the Administrative  Agent  for  the
account  of the Banks shall bear interest at the rate established
by  the Administrative Agent from time to time as that payable in
respect of 30 day deposits for similar amounts.


G.(g)               Conflict

            Each  Letter  of  Credit  shall  be  subject  to  the
Administrative  Agent's  customary letter  of  credit  terms  and
procedures  from time to time in effect and shall be  in  a  form
acceptable  to  the Administrative Agent and the  Borrower.   The
Borrower   shall   execute  and  deliver   such   standard   form
indemnities,  bonds  and other assurances as  the  Administrative
Agent  or  any of the Banks may reasonably require from  time  to
time with respect to Letters of Credit.  A Letter of Credit shall
in no event contain provisions requiring the Administrative Agent
to  satisfy  itself,  prior  to payment  thereunder,  as  to  any
conditions  for a drawing thereunder other than the  presentation
of  prescribed  documents.  If the provisions set  forth  in  the
Administrative  Agent's customary letter of credit  documentation
set  forth  terms  of availability or cross-collateralization  of
security  beyond or inconsistent with that set forth herein,  the
provisions of this Agreement in respect thereof shall prevail.


                                H.
                       INTEREST AND FEES

H.(a)               Interest Rates

<PAGE>

     H.(a)(i)       Prime Rate Loans shall bear interest at the Prime
     Rate plus the Applicable Margin.

     H.(a)(ii)      Base Rate Loans shall bear interest at the Base
     Rate plus the Applicable Margin.

     H.(a)(iii)          Libor Loans shall bear interest at Libor plus
     the Applicable Margin.


H.(b)               Calculation and Payment of Interest

     H.(b)(i)       Interest on Prime Rate Loans shall accrue from day
     to day, shall be calculated on the basis of the actual number of
     days elapsed and on the basis of a year of 365 or 366 days, as
     the case may be, and shall be payable to the Administrative Agent
     for the account of the Banks in Canadian dollars in arrears on
     the last Banking Day of each calendar month (or, if not a Banking
     Day, on the immediately preceding Banking Day).  For greater
     certainty, where the rate applicable to a Prime Rate Loan is
     changed, interest shall be charged for the day on which such
     change is effective on the basis of the new rate.

     H.(b)(ii)      Interest on Base Rate Loans shall accrue from day
     to day, shall be calculated on the basis of the actual number of
     days elapsed and on the basis of a year of 365 or 366 days, as
     the case may be days, and shall be payable to the Administrative
     Agent for the account of the Banks in U.S. dollars in arrears on
     the last Banking Day of each calendar month (or, if not a Banking
     Day, on the immediately preceding Banking Day).  For greater
     certainty, where the rate applicable to a Base Rate Loan  is
     changed, interest shall be charged for the day on which such
     change is effective on the basis of the new rate.

     H.(b)(iii)          Interest on Libor Loans shall accrue from day
     to day, shall be calculated on the basis of the actual number of
     days elapsed and on the basis of a year of 360 days, and shall be
     payable to the Administrative Agent for the account of the Banks
     in U.S. dollars in arrears (i) on the last day of the relevant
     Interest Period, and (ii) if any Interest Period is longer than
     three months, the last Banking Day of each three month period
     during such Interest Period.


H.(c)               Determination of Reference Rates

     H.(c)(i)       The Administrative Agent shall, at or about 12:00
     noon (Toronto time) on the second Banking Day prior to the first
     day of each Interest Period, determine Libor for such Interest
     Period,  and as soon thereafter as is reasonably practicable
     notify the Borrower and each Bank of Libor as determined by the
     Administrative Agent on such date.

     H.(c)(ii)      The Administrative Agent shall, at or about 10:00
     a.m. (Toronto time) on the first day of each BA Period, contact
     each Bank in order to ascertain its BA Discount Rate for such day
     for the purposes of determining the Average BA Discount Rate;
     provided that if one or more of the Banks does not furnish a

<PAGE>

     quotation of its BA Discount Rate to the Administrative Agent for
     any BA Period, the Average BA Discount Rate for such BA Period
     shall  be  based  upon  any  quotations  furnished  to   the
     Administrative  Agent  by  the other  Banks  or  Bank.   The
     Administrative Agent shall as soon thereafter as is reasonably
     practicable  on the first day of each BA Period  notify  the
     Borrower  and each Bank of the Average BA Discount  Rate  as
     determined by the Administrative Agent on such date.

     H.(c)(iii)           Notices required to  be  given  by  the
     Administrative Agent to the Borrower and the Banks from time to
     time  of Libor under subsection 6.3.1 and of the Average  BA
     Discount Rate under subsection 6.3.2 shall be deemed to be duly
     given if given in accordance with Section 12.4.


H.(d)               Commitment Fee

          From and after the date of this Agreement, the Borrower
shall  pay  to  the Administrative Agent for the account  of  the
Banks on the last Banking Day of each calendar month, in arrears,
a  commitment fee equal to one-quarter percent (0.25%) per  annum
calculated daily (and based on a year of 365 days) on the  amount
by  which  the  Aggregate Commitment exceeds the Canadian  Dollar
Value of the Loans outstanding on each day in such month.


H.(e)               Structuring Fee

           The Borrower shall pay a structuring fee of $75,000 to
the  Administrative  Agent  for the account  of  the  Banks  upon
execution of this Agreement.


H.(f)               Agency Fee

           The Borrower shall pay to the Administrative Agent, in
consideration for its services as Administrative Agent  hereunder
and  for  its  own account, an agency fee at the  times,  in  the
amounts  and  in  the  manner set forth in the  letter  agreement
between the Borrower and the Administrative Agent dated the  date
hereof.


H.(g)               Payment of Costs and Expenses

           Whether  or  not the Borrower takes advantage  of  the
Credit  Facility,  the Borrower shall pay to  the  Administrative
Agent  and each of the Banks on demand all costs and expenses  of
the  Administrative  Agent, the Banks, their  respective  agents,
officers,  employees  and representatives  and  any  receiver  or
receiver-manager  appointed by any of  them  or  by  a  court  in
connection with this Agreement or the Credit Facility, including,
without limitation:

<PAGE>

     H.(g)(i)       the preparation of any of the Loan Documents, any
     actual or proposed amendment or modification hereof or thereof or
     any  waiver  hereunder  or thereunder  and  all  instruments
     supplemental or ancillary thereto; and

     H.(g)(ii)       the  defence, establishment,  protection  or
     enforcement  of  any  of  the  rights  or  remedies  of  the
     Administrative Agent or any of the Banks under any of the Loan
     Documents including, without limitation, all costs and expenses
     of  establishing the validity and enforceability of,  or  of
     collection of amounts owing under, any of the Loan Documents;

including,  without  limitation, all of the  fees,  expenses  and
disbursements of counsel to the Banks, on a solicitor and his own
client basis, incurred in connection therewith, and including all
sales or value-added taxes payable by the Administrative Agent or
any  of  the Banks (whether refundable or not) on all such  costs
and expenses.

H.(h)               Interest on Overdue Amounts

           The  Borrower  acknowledges that  if  any  Obligations
become  overdue  it shall be in the best interests  of  both  the
Banks  and  the  Borrower  for the Banks  to  fund  such  overdue
Obligations  on a floating rate basis, notwithstanding  that  the
Obligations  may  not have been floating rate obligations  before
becoming due.  Therefore, all overdue amounts owing or deemed  to
be  owing  hereunder ("overdue amounts"), whether in  respect  of
principal, interest, fees, expenses or otherwise, both before and
after  judgment, and in the case of expenses from the date  which
is  20 days after the date on which an invoice in respect of such
expenses is submitted to the Borrower, shall bear interest  at  a
rate  per annum determined on a daily basis that is equal to  the
Prime  Rate  (in  the  case  of overdue  amounts  denominated  in
Canadian  dollars)  or  the Base Rate (in  the  case  of  overdue
amounts denominated in U.S. dollars) plus (in each case)  3%,  in
each  case calculated on the basis of the actual number  of  days
elapsed in a year of 365 days or 366 days in the case of  a  leap
year.  Such interest on overdue amounts shall accrue from day  to
day,  be  payable  in arrears on demand and shall  be  compounded
monthly on the last Banking Day of each calendar month.


I.               REPRESENTATIONS AND WARRANTIES

I.(a)               Representations and Warranties

            The   Borrower   represents  and  warrants   to   the
Administrative Agent and the Banks as follows:

     I.(a)(i)       Incorporation and Status.  It is duly incorporated
     and  validly existing under the laws of its jurisdiction  of
     incorporation and has the corporate power and capacity to own its
     properties and assets and to carry on its business as presently
     carried on by it;

<PAGE>

     I.(a)(ii)      Power and Capacity.  It has the corporate power
     and capacity to enter into, and perform its obligations under,
     each of the Loan Documents to which it is a party;

     I.(a)(iii)     Due Authorization.  It  has  taken  all
     necessary corporate action to authorize the execution, delivery
     and performance of each of the Loan Documents to which it is a
     party;

     I.(a)(iv)      No Contravention.  The execution and delivery of
     this Agreement and the other Loan Documents and the performance
     by the Borrower of its obligations thereunder (i) does not and
     will not contravene, breach or result in any default under the
     articles  or by-laws of the Borrower or under any agreement,
     instrument, license or permit to which the Borrower is a party or
     to which the Borrower is subject or under any Applicable Law,
     except to the extent that any contravention or breach of  or
     default under such agreement, instrument, license, permit or
     Applicable Law would not, in the aggregate, have a  material
     adverse effect on the ability of the Borrower to perform its
     obligations under the Loan Documents, and (ii) will not result in
     or permit the acceleration of the maturity of any indebtedness,
     liability or obligation of the Borrower;

     I.(a)(v)       No Consents Required.  No authorization, consent
     or  approval  of, or filing with or notice  to,  any  Person
     (including any Governmental Body) is required in connection with
     the  execution, delivery or performance of any of  the  Loan
     Documents by the Borrower;

     I.(a)(vi)      Enforceability.  Each of the Loan Documents to
     which the Borrower is a party constitutes, or upon execution and
     delivery will constitute, a valid and binding obligation of the
     Borrower enforceable against it in accordance with its terms;

     I.(a)(vii)     Title.   Subject  only  to   Permitted
     Encumbrances, the Borrower has good and marketable title to its
     real and personal property, free and clear of any Liens;

     I.(a)(viii)    Financial  Statements.   The  unaudited
     financial statements of the Borrower dated as of and for the
     period ending September 30, 1994, in the form delivered by the
     Borrower to the Banks, have been prepared in accordance with
     generally accepted accounting principles (subject to the absence
     of footnotes, to normal year-end adjustments and to the fact that
     the financial statements may not conform with generally accepted
     accounting principles in respect only of presentation) and fairly
     present the financial condition of the Borrower and the financial
     information presented therein for the period and as at the date
     thereof.   Since  the date of the last financial  statements
     delivered to the Banks there has been no development which has
     had or will have a material adverse effect upon the business,
     property, financial condition or prospects of the Borrower;

     I.(a)(ix)      No Litigation.  There is no court, administrative,
     regulatory or similar proceeding (whether civil, quasi-criminal,
     or criminal); arbitration or other dispute settlement procedure;
     investigation or enquiry by any Governmental Body; or any similar

<PAGE>

     matter or proceeding (collectively "proceedings") against or
     involving the Borrower (whether in progress or threatened) which,
     if  determined  adversely to the Borrower, would  materially
     adversely affect its business, property, financial condition or
     prospects; no event has occurred which might give rise to any
     proceedings and there is no judgment, decree, injunction, rule,
     award or order of any Governmental Body outstanding against the
     Borrower which has or may have a material adverse affect on its
     business, property, financial condition or prospects;

     I.(a)(x)       No Default.  The Borrower is not in default or
     breach under any material commitment or obligation and there
     exists no state of facts which, after notice or the passage of
     time or both, would constitute such a default or breach;

     I.(a)(xi)      All Material Information Supplied.  As of the date
     hereof,  the Borrower has provided to each of the Banks  all
     material  financial information relating  to  the  financial
     condition,  business and prospects of the Borrower  and  the
     Guarantor (other than projections) and all such information is
     true, accurate and complete in all material respects and omits no
     material fact necessary to make such information not misleading.
     With respect to all projections furnished by or on behalf of the
     Borrower  and  made available to the Banks relating  to  the
     business,  prospects,  properties,  financial  condition  or
     operations of the Borrower or the Guarantor:  (i) all  facts
     stated as such therein were true and complete in all material
     respects as of the date of such projections, (ii) all facts upon
     which the projections therein contained are based were true and
     complete  in  all material respects as of the date  of  such
     projections and no material fact was omitted from that basis, and
     (iii) all estimates and assumptions made on that basis were made
     in good faith and believed to be reasonable at the time made, it
     being recognized by the Banks that such projections as to future
     events are not to be viewed as facts and that actual results
     during the period or periods covered thereby may differ from such
     projections;

     I.(a)(xii)          Authorized and Issued Capital.  No Person has
     any  agreement,  right or option to acquire  any  shares  or
     securities convertible into, or other rights to acquire, shares
     in the capital stock of the Borrower.  As of the date hereof, the
     Borrower has no Subsidiaries.

I.(b)               Survival of Representations and Warranties

           The  Borrower  covenants that the representations  and
warranties made by it in this Article 7 shall be true and correct
on the date that this Agreement is signed, on each Borrowing Date
and  on  each  date  of an availment by the  Borrower  under  the
Overdraft   Facility   with  the   same   effect   as   if   such
representations and warranties had been made and given on and  as
of  such day, notwithstanding any investigation made at any  time
by  or on behalf of the Administrative Agent or any of the Banks;
except   that   if  any  such  representation  and  warranty   is
specifically given in respect of a particular date or  particular
period  of time and relates only to such date or period of  time,
then  such representation and warranty shall continue to be given
as at such date or for such period of time.

<PAGE>

J.                         COVENANTS

J.(a)               Affirmative Covenants

           So  long as any Obligations remain outstanding  or  so
long  as  the  Borrower  has  the right  to  utilize  the  Credit
Facility,  the Borrower covenants and agrees to and in favour  of
the Administrative Agent and the Banks that:

     J.(a)(i)       Punctual Payment.  The Borrower shall pay or cause
     to be paid all Obligations falling due hereunder on the dates and
     in the manner specified herein;

     J.(a)(ii)      Conduct of Business.  The Borrower shall do or
     cause to be done all things necessary or desirable to maintain
     its  corporate  existence  in its  present  jurisdiction  of
     incorporation, to maintain its corporate power and capacity to
     own its properties and assets, and to carry on its business in a
     commercially reasonable manner in accordance with normal industry
     standards;

     J.(a)(iii)          Compliance with Applicable Law and Contracts.
     The Borrower shall comply with the requirements of all Applicable
     Law, all obligations which, if contravened, could give rise to a
     Lien,  other than a Permitted Encumbrance, over any  of  its
     property, and all insurance policies and all contracts to which
     it is a party or by which it or its properties are bound, in each
     case non-compliance with which would, singly or in the aggregate,
     have  a material adverse effect upon its business, property,
     financial condition or prospects;

     J.(a)(iv)      Maintenance of Property.  The Borrower  shall
     maintain its property in good repair, working order and condition
     (reasonable wear and tear excepted);

     J.(a)(v)       Inspections.  The Borrower shall permit each of
     the Banks and their authorized employees, representatives and
     agents, upon giving at least 24 hours' prior notice, to (i) visit
     and inspect its properties during normal business hours, (ii)
     inspect  and make extracts from and copies of its books  and
     records, and (iii) discuss with management of the Borrower its
     businesses, property, financial condition and prospects;

     J.(a)(vi)      Notice of Litigation and Other Matters.   The
     Borrower  shall, as soon as practicable after a  Responsible
     Officer shall become aware of the same, give notice  to  the
     Administrative Agent of the following events:

          J.(a)(vi)(A)        the commencement of any action, proceeding,
          arbitration or investigation against or in any other way relating
          adversely to the Borrower or any of its properties or assets
          which, if adversely determined, could singly or when aggregated
          with all other such actions, proceedings, arbitrations and
          investigations have a material adverse effect on its business,
          property, financial condition or prospects;

<PAGE>

          J.(a)(vi)(B)        any development which has had or will have a
          material adverse effect upon its business, property, financial
          condition or prospects; and

          J.(a)(vi)(C)        any Default or Event of Default, or the
          occurrence or non-occurrence of any event which constitutes, or
          which with the passage of time or giving of notice or both would
          constitute, a material default under any other agreement to which
          the Borrower is a party or by which it or any of its properties
          may be bound, giving in each case the details thereof and
          specifying the action proposed to be taken with respect thereto;

     J.(a)(vii)          Interim Financial Statements.  The Borrower
     shall, as soon as practicable and in any event within 50 days
     after the end of each of the first three quarters of each fiscal
     year, deliver to the Administrative Agent (in a sufficient number
     of copies to permit delivery thereof to each of the Banks) the
     interim unaudited financial statements of the Borrower;

     J.(a)(viii)         Annual Financial Statements.  The Borrower
     shall, as soon as practicable and in any event within 100 days
     after the end of each fiscal year, deliver to the Administrative
     Agent  (in a sufficient number of copies to permit  delivery
     thereof to each of the Banks) the annual unaudited financial
     statements of the Borrower;

     J.(a)(ix)      Officers' Certificate.  The Borrower shall deliver
     to the Administrative Agent (in a sufficient number of copies to
     permit  delivery  to each of the Banks), together  with  the
     financial statements in sections 8.1.7 and 8.1.8, an officers'
     certificate certifying (i) that such financial statements were
     prepared  in  accordance with generally accepted  accounting
     principles (subject to the absence of footnotes, to normal year-
     end  adjustments in the case of interim unaudited  financial
     statements and to the fact that the financial statements may not
     conform with generally accepted accounting principles in respect
     only of presentation) and fairly present the financial condition
     of the Borrower and the financial information presented therein
     for the period and as at the date thereof, and (ii) that  no
     Default or Event of Default has occurred hereunder or, if any
     Default or Event of Default has occurred, specifying the relevant
     particulars and the period of existence thereof and the action
     taken  or proposed to be taken by the Borrower with  respect
     thereto;

     J.(a)(x)        Other  Financial Information.   As  soon  as
     practicable following a request therefor from the Administrative
     Agent, the Borrower shall furnish to the Administrative Agent and
     each  of  the  Banks  such other financial  information  and
     projections as the Administrative Agent may reasonably request
     from time to time;

     J.(a)(xi)       Insurance.    The Borrower  shall  keep  its
     properties and assets insured with reputable insurers, in amounts
     not  less than the replacement cost thereof and against such
     losses as the Administrative Agent (at the direction of  the
     Banks)  shall reasonably require or, in the absence of  such
     requirement, against such losses as are insured  against  by
     comparable corporations engaged in comparable businesses.  The
     Borrower shall maintain public liability insurance  in  such
     amounts  and  against such risks as is normally  carried  by
     comparable corporations engaged in comparable businesses.  The

<PAGE>

     Borrower shall, on request, provide the Administrative Agent with
     copies of all insurance policies.


J.(b)               Banks Entitled to Perform Covenants

          If the Borrower fails to perform any covenant contained
in  section 8.1, or in any other provision of any Loan  Document,
and  an  Event  of  Default has occurred and is  continuing,  the
Administrative Agent or any Bank may, in its discretion,  perform
any  such  covenant capable of being performed by it and  if  any
such  covenant  requires the payment of money it  may  make  such
payment.  All sums so expended by the Administrative Agent or any
Bank  shall  be  deemed to be a Prime Rate Loan  payable  by  the
Borrower on demand.  If no Event of Default has occurred  and  is
continuing,  the  Administrative  Agent  shall  first  give   the
Borrower  five  Banking Days' prior notice  in  writing  of  such
failure  to  perform any covenant before it makes any payment  to
remedy such default.

J.(c)               Negative Covenants

           So  long as any Obligations remain outstanding  or  so
long  as  the  Borrower  has  the right  to  utilize  the  Credit
Facility,  the Borrower covenants and agrees to and in favour  of
the Administrative Agent and the Banks that it shall not:

     J.(c)(i)       Encumber Property.  create, grant, assume  or
     suffer to exist any Lien upon any of its properties or assets
     other than Permitted Encumbrances;

     J.(c)(ii)      Amalgamations, etc.  enter into any transaction by
     way of reorganization, consolidation, amalgamation, liquidation,
     or  transfer or sale in connection with such reorganization,
     consolidation, amalgamation or liquidation whereby all or any
     material portion of the property and assets of the Borrower would
     become the property of any other Person or, in the case of any
     such  amalgamation, of the continuing corporation  resulting
     therefrom;

     J.(c)(iii)          Indebtedness.  create, incur, assume, or
     otherwise become directly or indirectly liable upon or in respect
     of, or suffer to exist, Indebtedness ranking or purporting to
     rank prior to the Obligations, other than Indebtedness secured by
     Permitted Encumbrances; or

     J.(c)(iv)      Disposition of Assets.  sell, lease, consign or
     otherwise dispose of, or agree to sell, lease, consign or dispose
     of, any assets out of the ordinary course of business, other than
     (i) assets which are worn out, unserviceable, obsolete or no
     longer required in the operation of the Borrower's business, (ii)
     accounts receivable disposed of pursuant to a securitization
     thereof in respect of which the Agent shall have received, not
     less than 5 days prior to the date of such securitization, an
     opinion from a firm of chartered accountants acceptable to the
     Banks that the sale of accounts receivable pursuant to  such
     securitization constitutes a sale for accounting purposes, which
     opinion shall be substantially in the form of a schedule to be
     agreed upon by the parties hereto by February 28, 1995 and to be
     attached to this Agreement, and (iii) other assets to the extent

<PAGE>

     such  dispositions do not, in the aggregate, have a material
     adverse effect on the ability of the Borrower to perform its
     obligations under the Loan Documents.


K.                    CONDITIONS PRECEDENT

K.(a)     Conditions Precedent to Initial Advance

           The  obligations  of the Banks to make  available  the
Credit  Facility or any part thereof to the Borrower are  subject
to compliance, on or before the initial Borrowing Date, with each
of the following conditions precedent, which conditions precedent
are  for the sole and exclusive benefit of the Banks and  may  be
waived  in  writing by the Administrative Agent (at the direction
of all of the Banks in their sole discretion):

     K.(a)(i)       the representations and warranties set out in
     Article 7 shall be true and correct on the initial Borrowing Date
     as if made on and as of such date;

     K.(a)(ii)      no Default or Event of Default shall have occurred
     and be continuing nor shall there be any Default or Event of
     Default after giving effect to the proposed Advance  on  the
     initial Borrowing Date;

     K.(a)(iii)      the Administrative Agent shall have received
     the following in form and substance satisfactory to the Banks:

          K.(a)(iii)(A)       a Borrowing Notice;

          K.(a)(iii)(B)       officers' certificates dated the initial
          Borrowing Date certifying that attached thereto are true and
          correct copies of the following documents, and that such
          documents are in full force and effect, unamended:

               K.(a)(iii)(B)(I)  the articles or other charter documents
               and by-laws of the Borrower and the Guarantor;

               K.(a)(iii)(B)(II)  certificates of incumbency including
               sample signatures of officers and directors of the Borrower and
               the Guarantor who have executed any of the Loan Documents; and

               K.(a)(iii)(B)(III)  the resolutions or other documentation
               evidencing that all necessary action, corporate or otherwise,
               has been taken by each of the Borrower and the Guarantor to 
               authorize the execution, delivery and performance of the Loan
               Documents to which it is a party;

<PAGE>

          K.(a)(iii)(C)       a certificate of status, certificate of good
          standing or similar certificate with respect to the jurisdiction
          of incorporation of the Borrower and the Guarantor;

          K.(a)(iii)(D)       an officers' certificate of the Borrower
          dated the initial Borrowing Date confirming sections 9.1.1 and
          9.1.2;

          K.(a)(iii)(E)       the Guarantee;

          K.(a)(iii)(F)       promissory notes, if requested by any Bank;

          K.(a)(iii)(G)       an opinion of counsel acceptable to the Banks
          as to matters relating to the Borrower in the form set out in
          Schedule D dated the initial Borrowing Date;

          K.(a)(iii)(H)       an opinion of counsel to the Guarantor,
          Riordan & McKinzie of Los Angeles, California, as to matters
          relating to the Guarantor in the form set out in Schedule E dated
          the initial Borrowing Date;

          K.(a)(iii)(I)       such other documentation or information as
          the Administrative Agent shall have reasonably requested;

     K.(a)(iv)      the Administrative Agent shall have  received
     payment in full of all fees payable by the Borrower on or prior
     to the initial Borrowing Date hereunder or under any other Loan
     Document; and

     K.(a)(v)        the Borrower shall have executed the  letter
     agreement referred to in section 6.6 and shall have delivered the
     same to the Administrative Agent.

K.(b)               Conditions Precedent to Subsequent Advances

           The  obligation  of the Banks to make  any  subsequent
Advances  under the Credit Facility is subject to compliance,  on
or before the relevant Borrowing Date, with each of the following
conditions precedent, which conditions precedent are for the sole
and  exclusive benefit of the Banks and may be waived in  writing
by  the  Administrative Agent (at the direction of  the  Majority
Banks in their sole discretion):

     K.(b)(i)       the representations and warranties set out in
     Article 7 shall be true and correct on the relevant Borrowing
     Date as if made on and as of such date;

     K.(b)(ii)      no Default or Event of Default shall have occurred
     and be continuing nor shall there be any Default or Event of
     Default after giving effect to the proposed Advance;

     K.(b)(iii)          the Administrative Agent shall have received
     a Borrowing Notice and an officers' certificate of the Borrower,
     dated as of the relevant Borrowing Date, confirming sections

<PAGE>

     9.2.1 and 9.2.2 and such other documentation or information as
     the Administrative Agent shall have reasonably requested.


L.               EVENTS OF DEFAULT AND REMEDIES

L.(a)               Events of Default

           The  occurrence of any of the following  events  shall
constitute an Event of Default:

     L.(a)(i)       default by the Borrower in payment (i) when due of
     any principal amount of any Loans or (ii) within three days of
     the due date of any interest or any other amounts due under this
     Agreement;

     L.(a)(ii)      default by the Borrower in the observance of the
     covenant in section 8.3.1;

     L.(a)(iii)          default by the Borrower or the Guarantor in
     the performance or observance of any other covenant, condition or
     obligation contained in any Loan Document to which it is a party
     unless  such default is remedied within 10 days after notice
     thereof by the Administrative Agent to the Borrower  or  the
     Guarantor, as the case may be;

     L.(a)(iv)       any representation or warranty made  by  the
     Borrower or the Guarantor herein or in any other Loan Document is
     found  to be false or incorrect in any way so as to make  it
     materially misleading when made or deemed to have been made;

     L.(a)(v)       the Borrower or the Guarantor fails to pay to any
     Person any Indebtedness (other than Obligations or obligations
     under  the  U.S.  Credit  Agreement, as  hereafter  amended,
     supplemented  or restated from time to time,  or  under  any
     replacement of such agreement pursuant to which one or more of
     the current lenders under such agreement lends or agrees to lend
     money to the Guarantor or an Affiliate of the Guarantor)  in
     excess of $5,000,000 in aggregate when due (whether at scheduled
     maturity or by required prepayment, acceleration, demand  or
     otherwise) and such failure continues after any applicable grace
     period;

     L.(a)(vi)      the Borrower or the Guarantor admits its inability
     to  pay  its debts generally as they become due or otherwise
     acknowledges its insolvency;

     L.(a)(vii)          the Borrower or the Guarantor institutes any
     proceeding  or  takes any corporate action or  executes  any
     agreement to authorize its participation in or commencement of
     any proceeding:

          L.(a)(vii)(A)       seeking to adjudicate it a bankrupt or
          insolvent, or

<PAGE>

          L.(a)(vii)(B)       seeking liquidation, dissolution, winding up,
          reorganization, arrangement, protection, relief or composition of
          it or any of its property or debt or making a proposal with
          respect to it under any law relating to bankruptcy, insolvency,
          reorganization or compromise of debts or other similar laws
          (including, without limitation, any application under the
          Companies'  Creditors Arrangement Act (Canada)  or  any
          reorganization, arrangement or compromise of debt under the laws
          of its jurisdiction of incorporation);

     L.(a)(viii)         any proceeding is commenced  against  or
     affecting the Borrower or the Guarantor:

          L.(a)(viii)(A)      seeking to adjudicate it a bankrupt or
          insolvent;

          L.(a)(viii)(B)      seeking liquidation, dissolution, winding up,
          reorganization, arrangement, protection, relief or composition of
          it or any of its property or debt or making a proposal with
          respect to it under any law relating to bankruptcy, insolvency,
          reorganization or compromise of debts or other similar laws
          (including, without limitation, any reorganization, arrangement
          or compromise of debt under the laws of its jurisdiction of
          incorporation); or

          L.(a)(viii)(C)      seeking appointment of a receiver, trustee,
          agent, custodian or other similar official for it or for any
          substantial part of its properties and assets;

     and such proceeding is not being contested in good faith  by
     appropriate  proceedings promptly initiated  and  diligently
     conducted by the Borrower or the Guarantor, as the case  may
     be;

     L.(a)(ix)      any creditor of the Borrower or the Guarantor, or
     any other Person, shall privately appoint a receiver, trustee or
     similar official for any substantial part of the properties and
     assets of the Borrower or the Guarantor, and such appointment is
     not being contested in good faith by appropriate proceedings
     promptly initiated and diligently conducted by the Borrower or
     the Guarantor, as the case may be;

     L.(a)(x)        any execution, distress or other enforcement
     process, whether by court order or otherwise, becomes enforceable
     against any substantial property of the Borrower or the Guarantor
     and remains unsatisfied for such period as would permit such
     property to be sold thereunder, unless such process is being
     contested in good faith by appropriate proceedings  promptly
     initiated  and diligently conducted by the Borrower  or  the
     Guarantor, as the case may be;

     L.(a)(xi)      if there is any material adverse change in the
     business,  earnings,  properties,  condition  (financial  or
     otherwise) or operations of the Guarantor and its Subsidiaries,
     taken as a whole;

     L.(a)(xii)          if, at any time after execution and delivery
     thereof, this Agreement or the Guarantee ceases to be in full
     force and effect (unless within five days of notice of the same

<PAGE>

     being given by the Administrative Agent to the Borrower such Loan
     Document again has full force and effect as if it had always had
     full force and effect) or if this Agreement or the Guarantee is
     declared by a court or tribunal of competent jurisdiction to be
     null  and void or the validity or enforceability thereof  is
     contested by the Borrower or the Guarantor, or the Borrower or
     the  Guarantor denies in writing that it has any or  further
     liability or obligations thereunder;

     L.(a)(xiii)         the Guarantor ceases to beneficially own,
     directly  or  indirectly, at least 51%  of  the  issued  and
     outstanding Voting Shares of the Borrower; or

     L.(a)(xiv)          an event of default or any other event which
     entitles a lender to accelerate payment of amounts outstanding
     occurs and is not waived under the U.S. Credit Agreement, as
     hereafter amended, supplemented or restated from time to time or
     under any replacement of such agreement pursuant to which one or
     more of the current lenders under such agreement lends or agrees
     to lend money to the Guarantor or an Affiliate of the Guarantor.

L.(b)               Remedies Upon Default

           Upon  the  occurrence  of any Event  of  Default,  the
Administrative  Agent  may, and at the  direction  of  the  Banks
shall,  by notice given to the Borrower or the Guarantor, as  the
case may be:

     L.(b)(i)       declare the unutilized portion (if any) of the
     Aggregate Commitment to be terminated;

     L.(b)(ii)      declare all Obligations to be immediately due and
     payable;

     L.(b)(iii)     demand payment under the Guarantee;

     L.(b)(iv)      demand that funds in the aggregate face amounts
     and  the  applicable  Currency of all  outstanding  Bankers'
     Acceptances and Letters of Credit be forthwith deposited by the
     Borrower into a cash collateral account established with the
     Administrative  Agent on behalf of the Banks  on  terms  and
     conditions satisfactory to the Administrative Agent; and

     L.(b)(v)       take such actions and commence such proceedings as
     may be permitted at law or in equity (whether or not provided for
     herein or in the Loan Documents) at such times and in such manner
     as the Administrative Agent (at the direction of the Banks in
     their sole discretion) may consider expedient,

all  without,  except as may be required by Applicable  Law,  any
additional  notice,  presentment,  demand,  protest,  notice   of
protest,  dishonour or any other action.  The rights and remedies
of   the  Administrative  Agent  and  the  Banks  hereunder   are
cumulative and are in addition to and not in substitution for any
other rights or remedies provided by Applicable Law or by any  of
the Loan Documents.

L.(c)               Set-Off

<PAGE>

           Upon  the  occurrence of an Event  of  Default  and  a
declaration  or  demand by the Administrative Agent  pursuant  to
section  10.2, each Bank is hereby authorized by the Borrower  at
any time and from time to time without notice to the Borrower  to
combine,  consolidate  and merge all or  any  of  the  Borrower's
accounts  with,  and liabilities to, such Bank and  to  set  off,
appropriate and apply any and all deposits by or for the  benefit
of the Borrower with any branch of such Bank, general or special,
matured or unmatured, and any other indebtedness and liability of
such  Bank to the Borrower, matured or unmatured, against and  on
account  of  the Obligations when due, notwithstanding  that  the
balances of the accounts, deposits or Obligations may or may  not
be expressed in the same Currency.

L.(d)               Distributions

           All  distributions under or in respect of any  of  the
Loan  Documents  shall  be  held by the Administrative  Agent  on
account of the Obligations without prejudice to any claim by  the
Administrative Agent and the Banks for any deficiency after  such
distributions  are received by the Administrative Agent  and  the
Borrower  shall remain liable for any such deficiency.  All  such
distributions  shall  be applied promptly to  such  part  of  the
Obligations  as  is  determined  by  the  Banks  in  their   sole
discretion  or,  in  the  event the  Banks  fail  to  advise  the
Administrative   Agent   of   their   determination,    by    the
Administrative  Agent.   The Banks may at  any  time  change  any
appropriation of any such distributions or other moneys  received
by the Administrative Agent and may reapply the same to any other
part  of  the Obligations as the Banks may from time to  time  in
their absolute discretion determine.

M.     THE ADMINISTRATIVE AGENT AND THE ADMINISTRATION OF
                     THE CREDIT FACILITIES

M.(a)               Appointment and Authorization

     M.(a)(i)        Each  Bank hereby irrevocably  appoints  and
     authorizes the Administrative Agent to be its attorney in its
     name and on its behalf to exercise such rights or powers granted
     to such Bank under this Agreement and the other Loan Documents on
     the terms hereof and thereof, together with such powers as are
     reasonably incidental thereto.

     M.(a)(ii)      As to any matters not expressly provided for by
     this  Agreement  or  the Loan Documents (including,  without
     limitation, enforcement thereof), the Administrative Agent shall
     not be required to exercise any discretion or take any action,
     but shall be required to act or to refrain from acting (and shall
     be fully protected in so acting or refraining from acting) upon
     the instructions of the Majority Banks, and such instructions
     shall be binding upon all of the Banks.  The Administrative Agent
     shall  not be required to take any action which exposes  the
     Administrative Agent to liability in such capacity, which could
     result in the Administrative Agent's incurring any costs and
     expenses not contemplated by this Agreement or which is contrary
     to this Agreement or Applicable Law.

M.(b)         Duties  and  Obligations  of  Administrative Agent

           Neither  the  Administrative  Agent  nor  any  of  its
directors,  officers,  agents  or employees  (and,  for  purposes
hereof,   the  Administrative  Agent  shall  be  deemed   to   be
contracting as agent for and on behalf of such Persons) shall  be
liable to any Bank for any action taken or omitted to be taken by
it  or them under or in connection with this Agreement or any  of
the  other  Loan  Documents except for its  or  their  own  gross
negligence or wilful misconduct.  Without limiting the generality
of the foregoing, the Administrative Agent:

     i.   may assume that there has been no assignment or transfer by
          any Bank of its rights hereunder unless and until all of the
          requirements of section 12.7 have been complied with;

     ii.  may  consult  with  legal counsel,  independent  public
          accountants and other experts selected by it and shall not be
          liable for any action taken or omitted to be taken in good faith
          by it in accordance with the advice of such counsel, accountants
          or experts;

     iii. shall  incur no liability under or in respect  of  this
          Agreement or any of the other Loan Documents by acting upon any
          notice, consent, certificate or other instrument or writing
          (which may be by facsimile or other means of electronic
          communication) believed by it to be genuine and signed or sent by
          the proper party or parties or by acting upon any representation
          or warranty of the Borrower made or deemed to be made hereunder
          or thereunder;

     iv.  may assume that no Default or Event of Default has occurred
          and is continuing unless it has actual knowledge to the contrary;

     v.   may rely as to any matters of fact which might reasonably be
          expected to be within the knowledge of any Person upon a
          certificate signed by or on behalf of such Person;

     vi.  does not make any warranty or representation to any Bank nor
          shall it be responsible to any Bank for the accuracy or
          completeness of the data made available to any of the Banks in
          connection with the negotiation of this Agreement, or for any
          statements, warranties or representations (whether written or
          oral) made in or in connection with this Agreement;

     vii. shall not have any duty to ascertain or to enquire as to the
          performance or observance of any of the terms, covenants or
          conditions of this Agreement or any of the other Loan Documents
          on the part of the Borrower or the Guarantor or to inspect the
          property (including the books and records) of the Borrower or the
          Guarantor; and

<PAGE>

     viii. shall not be responsible to any Bank for the  due
          execution, legality, validity, enforceability, genuineness,
          sufficiency or value of this Agreement or any of the other Loan
          Documents or any instrument or document furnished pursuant hereto
          or thereto.

M.(c)               Prompt Notice to the Banks

           The  Administrative Agent shall provide to  the  Banks
copies  of  all  information, notices and reports  given  to  the
Administrative Agent by the Borrower or the Guarantor as soon  as
possible  after receipt of the same, except information,  notices
and  reports  (i)  relating solely to the role of  Administrative
Agent hereunder, (ii) distributed directly by the Borrower or the
Guarantor  to  the  Banks as required by the Loan  Documents,  or
(iii)  otherwise  considered by the Administrative  Agent  to  be
irrelevant or immaterial to the Banks.

M.(d)      Administrative Agent's Authority to Deal with Borrower

           With  respect to its own participation in  the  Credit
Facility, the Administrative Agent shall have the same rights and
powers  under  this Agreement as any other Bank and may  exercise
the  same  as though it were not the Administrative  Agent.   The
Administrative Agent may accept deposits from, lend money to, and
generally  engage in any kind of business with the  Borrower  and
its  Affiliates and any Person which may do business with any  of
them,   all  as  if  the  Administrative  Agent  were   not   the
Administrative Agent hereunder and without any duties to  account
therefor to the Banks or to any other Person.

M.(e)       Dealings  by  Borrower  with  Administrative Agent

           Unless  otherwise  specifically provided  herein,  the
Borrower shall deal with the Administrative Agent in lieu of  the
Banks for all purposes of this Agreement.  The Borrower may rely,
and   shall  be  fully  protected  in  so  relying,  without  any
obligation  to  inquire into the correctness  thereof,  upon  any
action  taken, notice, direction, waiver, consent, determination,
communication or agreement by the Administrative Agent purporting
to  be on behalf of the Majority Banks or the Banks hereunder, as
the case may be, any of which shall, as regards the Borrower,  be
deemed  to  be  an  action, notice, direction,  waiver,  consent,
determination,  communication or agreement of the Majority  Banks
or the Banks, as applicable.

M.(f)               Independent Credit Decisions

           It  is understood and agreed by each Bank that it  has
itself  been,  and  will continue to be, solely  responsible  for
making  its own independent appraisal of and investigations  into
the  financial  condition, creditworthiness, condition,  affairs,
status   and   nature   of  the  Borrower  and   the   Guarantor.
Accordingly,  each  Bank confirms with the  Administrative  Agent
that  is  has  not relied, and will not hereafter  rely,  on  the
Administrative Agent (i) to check or enquire on its  behalf  into
the   adequacy,  accuracy  or  completeness  of  any  information
provided  by  the  Borrower  or any  other  Person  under  or  in
connection  with  this  Agreement  or  the  transactions   herein
contemplated  (whether or not such information  has  been  or  is

<PAGE>

hereafter distributed to such Bank by the Administrative  Agent),
or  (ii)  to  assess  or  keep under review  on  its  behalf  the
financial condition, creditworthiness, condition, affairs, status
or nature of the Borrower or the Guarantor.

M.(g)               Indemnification

          Each Bank hereby agrees to indemnify the Administrative
Agent  (to  the  extent  not  reimbursed  by  the  Borrower),  in
accordance  with its Rateable Portion, from and against  any  and
all   liabilities,   obligations,  losses,  damages,   penalties,
actions,  judgments, suits, costs, expenses or  disbursements  of
any  kind  or nature whatsoever which may be imposed on, incurred
by,  or  asserted  against the Administrative Agent  in  any  way
relating to or arising out of this Agreement or any of the  other
Loan   Documents   or  any  action  taken  or  omitted   by   the
Administrative Agent hereunder or thereunder or in respect hereof
or thereof; provided that no Bank shall be liable for any portion
of  such  liabilities, obligations, losses,  damages,  penalties,
actions,  judgments,  suits,  costs,  expenses  or  disbursements
resulting  from  the Administrative Agent's gross  negligence  or
wilful  misconduct.   Without  limiting  the  generality  of  the
foregoing, each Bank agrees to reimburse the Administrative Agent
promptly  upon  demand for its Rateable Portion  of  any  out-of-
pocket   expenses  (including  counsel  fees)  incurred  by   the
Administrative Agent in connection with the preservation  of  any
rights  of  the Administrative Agent or the Banks as against  the
Borrower under, or the enforcement of, or legal advice in respect
of rights or responsibilities under, this Agreement and the other
Loan  Documents, to the extent that the Administrative  Agent  is
not reimbursed for such expenses by the Borrower.

M.(h)               Successor Administrative Agent

           The Administrative Agent may, as hereinafter provided,
resign at any time by giving written notice thereof to the  Banks
and  the  Borrower.  Upon any such resignation, the  Banks  shall
have  the  right  to  appoint a successor agent  (the  "Successor
Administrative Agent") which shall be one of the  Banks.   If  no
Successor  Administrative Agent shall have been so  appointed  by
the Banks and shall have accepted such appointment within 30 days
after  the  retiring Administrative Agent's giving of  notice  of
resignation,  then  the  retiring Administrative  Agent  may,  on
behalf  of  the  Banks, appoint a Successor Administrative  Agent
from   among   the  Banks  acceptable  to  the  Borrower   acting
reasonably.    Upon   the  acceptance  of  any   appointment   as
Administrative  Agent  hereunder by  a  Successor  Administrative
Agent,   such  Successor  Administrative  Agent  shall  thereupon
succeed  to  and  become  vested with  all  the  rights,  powers,
privileges  and duties of the retiring Administrative Agent,  and
the  retiring Administrative Agent shall thereupon be  discharged
from  its further duties and obligations as Administrative  Agent
under  this  Agreement.  The retiring Administrative Agent  shall
cooperate  with  the  Successor  Administrative  Agent   in   the
performance of its duties for a reasonable period of  time  after
such  resignation.   After  any retiring  Administrative  Agent's
resignation hereunder as Administrative Agent, the provisions  of
this Article 11 shall continue to enure to its benefit as to  any
actions  taken  or  omitted  to be  taken  by  it  while  it  was
Administrative Agent hereunder.

M.(i)      Action by and Consent of Banks;  Waiver and Amendments

<PAGE>

     M.(i)(i)       Subject to section 11.9.3, where the terms of this
     Agreement or any of the other Loan Documents refer to any action
     to be taken hereunder or thereunder by the Banks or to any such
     action that requires the consent or other determination of the
     Banks, the action taken by and the consent or other determination
     given or made by the Majority Banks shall, except to the extent
     that  this  Agreement expressly provides  to  the  contrary,
     constitute the action or consent or other determination of the
     Banks herein or therein referred to, and the Administrative Agent
     may  exercise its powers under section 11.1 based upon  such
     action, consent or other determination.

     M.(i)(ii)      Subject to section 11.9.3, this Agreement and any
     other Loan Document may be amended only if the Borrower and the
     Majority  Banks so agree in writing, any consent under  this
     Agreement or any other Loan Document shall be given only by the
     Administrative Agent (at the direction of the Majority Banks) in
     writing, and any Event of Default may be waived before or after
     it occurs only if the Administrative Agent (at the direction of
     the Majority Banks) so agrees in writing.  Any amendment, consent
     or waiver so made shall be binding upon all of the Banks.

     M.(i)(iii)     Any amendment or waiver which changes or
     relates to:

          (a)    the  amount,  term  or  Currency  of  the  Loans
          available hereunder or any Bank's Commitment;

          (b)   the  amount or dates of payment of  principal  or interest;

          (c)  the amount or dates of payment of any fees;

          (d)  the Currency of any payment;

          (e)  the release in whole or in part of the Guarantee;

          (f)  the definition of "Majority Banks"; or

          (g)  this section 11.9;

     shall require the agreement of all of the Banks and also (in
     the case of an amendment) of the Borrower.  An amendment  or
     waiver  which  changes  or  relates  to  the  rights  and/or
     obligations  of the Administrative Agent shall also  require
     the agreement of the Administrative Agent thereto.

     M.(i)(iv)      Any waiver and any consent by the Administrative
     Agent or any Bank under any provision of this Agreement or any
     other  Loan  Document may be given subject to any conditions
     thought fit by the Person giving that waiver or consent.  Any
     waiver or consent shall be effective only in the instance and for
     the purpose for which it is given.

<PAGE>

M.(j)               Funding of Advances

     M.(j)(i)        Upon  receipt  of a  Borrowing  Notice,  the
     Administrative Agent shall forthwith notify each Bank of the
     proposed Borrowing Date, Rollover Date or Conversion Date, as the
     case  may  be, the principal amount of the relevant Advance,
     Rollover or Conversion, as the case may be, each Bank's Rateable
     Portion of any Advance (or, in the case of a Bankers' Acceptance
     Loan, the face amount of the draft to be accepted by such Bank as
     determined in accordance with section 4.1.2,), the account of the
     Administrative Agent to be credited by such Bank (if applicable)
     and all other relevant particulars thereof.

     M.(j)(ii)       Each Bank shall, not later than  12:00  noon
     (Toronto time) on the relevant Borrowing Date (or, in the case of
     a Bankers' Acceptance Loan, upon fulfilment of all applicable
     conditions  set out in Article 4), credit the Administrative
     Agent's account specified in the Administrative Agent's notice
     given under this section with such Bank's Rateable Portion of
     each Advance in immediately available funds.  The Administrative
     Agent will, as soon as reasonably practicable after receiving
     such funds from the Banks and upon fulfilment of all applicable
     conditions set forth in this Agreement, make the full amount of
     such funds available to the Borrower by crediting the Borrower's
     account maintained with the Administrative Agent at the Branch of
     Account (or causing such account to be credited).

     M.(j)(iii)          Unless the Administrative Agent has been
     notified by a Bank prior to 12:00 noon (Toronto time) on the
     Borrowing Date of any Loan requested by the Borrower that such
     Bank will not make available to the Administrative Agent its
     Rateable Portion of such Loan, the Administrative Agent  may
     assume that such Bank has made such portion of the Loan available
     to the Administrative Agent on the Borrowing Date in accordance
     with the provisions hereof and the Administrative Agent may, in
     reliance upon such assumption, make available to the Borrower on
     such date a corresponding amount.  If and to the extent such Bank
     shall not have so made its Rateable Portion of a Loan available
     to  the Administrative Agent, such Bank agrees to pay to the
     Administrative Agent forthwith on demand such Bank's Rateable
     Portion  of  the Loan and all reasonable costs and  expenses
     incurred by the Administrative Agent in connection therewith
     together with interest thereon (at the rate payable hereunder by
     the Borrower in respect of such Loan) for each day from the date
     such amount is made available to the Borrower until the date such
     amount is paid to the Administrative Agent, provided, however,
     that notwithstanding such obligation if such Bank fails to so
     pay, the Borrower shall, without prejudice to any rights the
     Borrower may have against such Bank, repay such amount to the
     Administrative Agent forthwith after demand therefor by  the
     Administrative Agent.  The amount payable to the Administrative
     Agent pursuant hereto shall be as set forth in a certificate
     delivered by the Administrative Agent to such Bank  and  the
     Borrower (which certificate shall contain reasonable details of
     how the amount payable is calculated) and shall be conclusive and
     binding for all purposes, absent manifest error.  If such Bank
     makes the payment to the Administrative Agent required herein,
     the amount so paid (otherwise than in respect of such costs,
     charges  and  expenses  of the Administrative  Agent)  shall

<PAGE>

     constitute such Bank's Rateable Portion of the Loan for purposes
     of this Agreement.  If the Administrative Agent has been notified
     by  a  Bank  that such Bank will not make available  to  the
     Administrative Agent its Rateable Portion of any  Loan,  the
     Administrative Agent shall have no obligation to make available
     such  amount  to  the Borrower under any provision  of  this
     Agreement.

     M.(j)(iv)      The failure of any Bank to funds its Rateable
     Portion  of a Loan shall not relieve any other Bank  of  its
     obligation, if any, hereunder to fund its Rateable Portion of the
     Loan on the relevant Borrowing Date.

M.(k)               Remittance of Payments

     M.(k)(i)       As soon as practicable after receipt of any notice
     of payment by the Borrower hereunder, the Administrative Agent
     shall give notice to each Bank of the amount of the payment to be
     made to it on such day and all other relevant particulars of such
     payment.  Subject to section 11.15, as soon as practicable after
     receipt of any repayment or prepayment of any Loans  or  any
     payment of interest or any other amount payable by the Borrower
     hereunder, the Administrative Agent shall remit to each Bank its
     Rateable Portion of such payment or prepayment and its respective
     entitlement, if any, to any other amount payable by the Borrower
     hereunder.

     M.(k)(ii)      If the Administrative Agent, on the assumption
     that  it  will receive on any particular date a  payment  of
     principal, interest or fees hereunder, remits any amount to the
     relevant Banks and the Borrower fails to make such payment, each
     such Bank agrees to repay to the Administrative Agent forthwith
     on  demand  the amount so received by it together  with  all
     reasonable costs and expenses incurred by the Administrative
     Agent in connection therewith (to the extent not reimbursed by
     the Borrower) and interest thereon at the rate and calculated in
     the  manner applicable to the Loan in respect of which  such
     payment  was made for each day from the date such amount  is
     remitted  to the relevant Bank.  The amount payable  to  the
     Administrative Agent pursuant hereto shall be as set forth in a
     certificate delivered by the Administrative Agent to each such
     Bank, which certificate shall be conclusive and binding for all
     purposes, absent manifest error.

<PAGE>

M.(l)               Redistribution of Payments

           A  Bank (a "Remitting Bank") which obtains any payment
(whether  voluntary, involuntary, by way of set-off or otherwise)
on  account of its portion of a Loan which has not been repaid to
the  other  Banks  in  accordance with their respective  Rateable
Portions  shall,  and the Borrower hereby irrevocably  authorizes
any  such Bank to, remit such payment or portion thereof  to  the
Administrative  Agent  for  redistribution  to   the   Banks   in
accordance with their respective Rateable Portions.  In any  such
case,  the  Remitting  Bank,  upon such  payment  by  it  to  the
Administrative  Agent, shall be deemed for all  purposes  not  to
have  received from the Borrower that payment so remitted to  the
Administrative  Agent,  and the Bank  or  Banks  (the  "Receiving
Banks")  receiving  such  payment  or  portions  thereof  upon  a
redistribution  thereof  by  the Administrative  Agent  shall  be
deemed  for the purposes hereof to have received such payment  or
portion thereof (as the case may be) from the Borrower.   If  all
or  part of any such payment made by such Remitting Bank shall be
recovered  by the Borrower from such Remitting Bank, such  amount
so  paid by such Remitting Bank to the Administrative Agent shall
forthwith  be repaid by the Receiving Banks to the Administrative
Agent  (for  the  benefit of the Remitting Bank).   The  Borrower
shall and does hereby waive any defence, counterclaim or right of
set-off  which it may have against any Bank with respect  to  any
such payment so received by any such Bank.

M.(m)               Notification of Default

           Each  Bank  shall  promptly notify the  Administrative
Agent, and the Administrative Agent shall promptly notify each of
the  Banks,  of  any  event of which it has actual  notice  which
constitutes a Default or an Event of Default.

M.(n)               Taking and Enforcement of Remedies

     M.(n)(i)       Each of the Banks hereby acknowledges that, to the
     extent  permitted  by Applicable Law, the remedies  provided
     hereunder and under the other Loan Documents to the Banks are for
     the benefit of the Banks collectively and acting together and not
     severally and further acknowledges that its rights hereunder and
     thereunder are to be exercised collectively by the Administrative
     Agent upon the instructions of the Majority Banks.  Accordingly,
     notwithstanding  any of the provisions contained  herein  or
     therein, each of the Banks hereby covenants and agrees that it
     shall not be entitled to take any action with respect to the
     Credit Facility, including, without limitation, any election of
     remedies in respect of an Event of Default hereunder, but that
     any such action shall be taken only by the Administrative Agent
     upon the instructions of the Majority Banks as provided herein.
     Notwithstanding the foregoing, in the absence of instructions
     from the Majority Banks (or, to the extent section 11.9.3 is
     applicable, all of the Banks) where the Administrative Agent has
     requested instructions and in its sole opinion the exigencies of
     the situation warrant such action, the Administrative Agent may
     without notice to or consent of the Banks take such action on
     behalf of the Banks as it deems appropriate or desirable in the
     interests of the Banks.  Each of the Banks further covenants and
     agrees, that, upon any such instructions being given to  the

<PAGE>

     Administrative Agent by the Majority Banks, it shall cooperate
     fully with the Administrative Agent to the extent requested by
     the Administrative Agent in any collective realization hereunder
     including, without limitation, the appointment of a receiver and
     manager to act for their collective benefit.  Each Bank covenants
     and agrees to do all acts and things and to make, execute and
     deliver all agreements and other instruments, including, without
     limitation,   any  instruments  necessary  to   effect   any
     registrations, so as to fully carry out the intent and purposes
     of this section 11.14.1.

     M.(n)(ii)      Each Bank hereby covenants and agrees that it has
     not heretofore sought, taken, accepted or received and shall not
     hereafter seek, take, accept or receive any security for any of
     the obligations and liabilities of the Borrower hereunder or
     under  the other Loan Documents or under any other document,
     instrument, writing or agreement ancillary hereto or thereto
     other than such security as is provided hereunder or thereunder
     and shall not enter into any agreement with any of the parties
     hereto or thereto relating in any manner whatsoever to the Credit
     Facility, unless all of the Banks shall at the same time obtain
     the benefit of any such security or agreement.

     M.(n)(iii)          Each of the Banks and the Borrower further
     covenants and agrees that all proceeds from the exercise of the
     rights  and remedies provided hereunder and under  the  Loan
     Documents, to the extent permitted by Applicable Law, are held
     for  the  benefit  of all of the Banks and, after  deduction
     therefrom of all costs of realization, shall be shared among the
     Banks proportionately based upon the respective aggregate amounts
     of the Obligations which are outstanding to each of the Banks at
     the relevant time or times of sharing.  To the extent any Bank
     receives or is entitled to receive any amount hereunder in excess
     of the amount of the Obligations owed to it hereunder it shall
     hold such excess in trust on behalf of and for the benefit of the
     other Banks entitled thereto.

     M.(n)(iv)      Each of the Banks agrees with each of the other
     Banks that if it exercises any right of set-off in accordance
     with section 10.3 hereof in connection with any Obligations, it
     shall promptly so advise the Administrative Agent and each of the
     other Banks and, to the extent permitted by Applicable Law, the
     Banks  shall share all such set-offs in accordance with  the
     provisions of section 11.14.3 hereof, provided that none of the
     Banks shall be liable hereunder to any of the other Banks by
     reason of failure to exercise or validly exercise any right of
     set-off or by reason of any restriction upon any such sharing.


M.(o)               Adjustments to Reflect Rateable Portions

           All  Loans  shall be maintained as between  the  Banks
according  to their respective Rateable Portions, except  to  the
extent   that  the  Administrative  Agent  deems  any  variations
therefrom  to  be  immaterial.  The  Administrative  Agent  shall
determine  all adjustments to amounts required to be advanced  by
the Banks or to amounts of payments to which the respective Banks
are  entitled to reflect as nearly as practicable the  respective
Rateable Portions of the Banks.

<PAGE>

M.(p)               No Partnership

          Nothing contained in this Agreement and no action taken
by  the  Banks pursuant hereto shall be deemed to constitute  the
Banks   a  partnership,  association,  joint  venture  or   other
collective entity.

N.                          GENERAL

N.(a)               Reliance and Non-Merger

            All   covenants,   agreements,  representations   and
warranties  of  the  Borrower made herein or in  any  other  Loan
Document or in any certificate or other document signed by any of
its directors or officers and delivered by or on behalf of either
of  them pursuant hereto or thereto are material, shall be deemed
to  have  been relied upon by the Administrative Agent  and  each
Bank  notwithstanding any investigation heretofore  or  hereafter
made  by the Administrative Agent, the Banks or their counsel  or
any  employee  or other representative of any of them  and  shall
survive  the  execution and delivery of this  Agreement  and  the
other Loan Documents until the Borrower shall have satisfied  and
performed  all  of its obligations hereunder and  shall  have  no
further ability to utilize the Credit Facility.

N.(b)               No Set-Off by the Borrower

          The amounts payable by the Borrower hereunder shall not
be subject to any deduction, withholding, set-off or counterclaim
by the Borrower for any reason whatsoever.

<PAGE>

N.(c)               Notices

     N.(c)(i)       Any notice or other communication required or
     permitted to be given hereunder shall be in writing and shall be
     given by prepaid first-class mail, by facsimile or other means of
     electronic  communication or by hand-delivery as hereinafter
     provided.  Subject to section 12.4.2, any such notice, if mailed
     by  prepaid first-class mail, shall be deemed to  have  been
     received on the fourth Banking Day after the post-marked date
     thereof, or if sent by facsimile or other means of electronic
     communication, shall be deemed to have been received on the day
     of sending, or if delivered by hand shall be deemed to have been
     received at the time it is delivered to the applicable address
     noted below either to the individual designated below or to a
     senior employee of the addressee at such address (and, in the
     case  of  the Administrative Agent or any Bank, at the  same
     department within such Bank) with responsibility for matters to
     which the information relates, provided in each case that if such
     day is not a Banking Day such notice shall be deemed to have been
     received on the next succeeding Banking Day.  Notice of change of
     address shall also be governed by this section.  In the event of
     a general discontinuance of postal service due to strike, lock-
     out  or otherwise, notices or other communications shall  be
     delivered  by  hand or sent by facsimile or other  means  of
     electronic communication only.  Notices and other communications
     shall be addressed as follows:

N.(c)(ii)
     i.   if to the Borrower:

          Merisel Canada Inc.
          200 Ronson Drive, 4th Floor
          Etobicoke, Ontario
          M9W 5Z9

          Attention:  Vice President, Finance
          Facsimile number:  (416) 240-2777

          with a copy to:

          Merisel Americas, Inc.
          200 Continental Boulevard
          El Segundo, California
          U.S.A.  90245-0984

          Attention:  Treasurer
          Facsimile number:  (310) 615-6882

<PAGE>

     ii.  if to the Administrative Agent:

          Citibank Canada
          Citibank Place
          17th Floor
          123 Front Street West
          Toronto, Ontario
          M5J 2M3

          Attention:  Customer Service Representative
          Facsimile number:  (416) 947-5674

<PAGE>

     iii. if to the Banks:

          Citibank Canada
          Citibank Place
          17th Floor
          123 Front Street West
          Toronto, Ontario
          M5J 2M3

          Attention:  Vice-President, Corporate Finance
          Facsimile Number:  (416) 947-5802

          Canadian Imperial Bank of Commerce
          7th Floor
          Commerce Court West
          Toronto, Ontario
          M5L 1A2

          Attention:  Managing Director
          Facsimile number:  (416) 980-2804

          NBD Bank, Canada
          Canada Trust Tower
          BCE Place
          161 Bay Street
          Suite 4240
          Toronto, Ontario
          M5J 2S1

          Attention:  Trading Room
          Facsimile Number:  (416) 363-7574

     N.(c)(ii)      Where any notice or other communication required
     or permitted to be given by the Borrower hereunder (including
     without limitation, a Borrowing Notice) on any date is required
     to be given by a stipulated time on such date, it must be given
     by such time in order to be considered effective on such date,
     unless the Administrative Agent otherwise agrees.  Any notice
     actually given after that time will be deemed to be given on the
     immediately following Banking Day.

N.(d)               Time

          Time is of the essence of the Loan Documents.

<PAGE>

N.(e)               Further Assurances

           Whether  before or after the happening of an Event  of
Default, the Borrower shall at its own expense do, make,  execute
or  deliver, or cause to be done, made, executed or delivered  by
other  Persons, all such further acts, documents  and  things  in
connection with the Credit Facility and the Loan Documents as the
Administrative Agent may reasonably require from time to time for
the purpose of giving effect to the Loan Documents, all forthwith
upon the request of the Administrative Agent.

N.(f)               Assignment

     N.(f)(i)       This Agreement and the other Loan Documents shall
     enure to the benefit of and be binding on the parties hereto and
     thereto, their respective successors (including any successor
     Administrative Agent appointed pursuant to the provisions hereof)
     and any assignee or transferee of some or all of the parties'
     rights or obligations under this Agreement and the other Loan
     Documents as permitted under this section 12.7.

     N.(f)(ii)      The Borrower shall not assign or transfer all or
     any part of its rights or obligations under this Agreement or any
     of the other Loan Documents without the prior written consent of
     all of the Banks.

     N.(f)(iii)            Any  Bank  (a  "Grantor")  may   grant
     participations in all or part of its rights and obligations in
     respect of the Credit Facility and the Loan Documents at such
     times and upon such terms as it may deem fit to any Person with
     the prior written consent of the Borrower (which consent shall
     not be unreasonably withheld and shall be provided as soon as
     practicable), (any such Person, a "Participant"), provided in
     each case that:

                     (a)   the Grantor shall remain fully  liable
               for  all  of  its obligations and responsibilities
               hereunder   to  the  same  extent   as   if   such
               participation had not been granted; and

                     (b)   the  Grantor  shall  administer   the
               participation of the Participant and  neither  the
               Participant nor the Borrower shall have any rights
               against or obligations to, or deal directly  with,
               each other in respect of the participation of  the
               Participant.

     N.(f)(iv)      Any Bank (an "Assignor") may assign or transfer
     all or part of its rights in respect of the Credit Facility and
     the Loan Documents to, and may have its corresponding obligations
     in respect thereof assumed by, (i) any other Bank at such times
     and upon such terms as it may deem fit, without any obligation to
     obtain any consent of the Borrower, or (ii) any other Person with
     the prior written consent of the Borrower (which consent shall
     not be unreasonably withheld and shall be provided as soon as
     practicable), provided in each case that:

                     (a)   the  Assignor shall  obtain  from  the
               assignee   or   transferee  (the  "Assignee")   an
               undertaking  (the "Undertaking") of the  Assignee,
               addressed to the parties to this Agreement (as the
               same  may be constituted at such time) and in form
               and  substance  satisfactory to the Administrative
               Agent  and  the  Assignor,  whereby  the  Assignee

<PAGE>

               agrees to be bound by this Agreement and all  Loan
               Documents relating to the obligations of the Banks
               in  the  place  and stead of the Assignor  to  the
               extent  that  the  rights and obligations  of  the
               Assignor  shall have been assigned to and  assumed
               by the Assignee;

                     (b)   the  assignment  or  transfer  to  the
               Assignee  executing  such  Undertaking  shall   be
               effective upon the date provided in the assignment
               agreement  between the Assignor and  the  Assignee
               (which  shall  not be earlier than  the  date  the
               Undertaking  is  delivered to  the  Administrative
               Agent), and the Assignee shall thereafter  be  and
               be  treated  as  a Bank for all purposes  of  this
               Agreement  and the other Loan Documents and  shall
               be entitled to the full benefit hereof and thereof
               to  the extent of such benefits as are transferred
               to   it  by  the  Assignor  and  subject  to   the
               obligations of the Assignor to the same extent  as
               if  the Assignee were an original party in respect
               of  the rights and obligations transferred to  and
               assumed by it, and the Assignor in respect of such
               assignment   shall  be  released  and   discharged
               accordingly; and

                     (c)   the Administrative Agent shall  notify
               the  Borrower  of  the identity  of  the  Assignee
               substituted  for  such Bank  and  the  rights  and
               obligations   assigned  or  transferred   to   the
               Assignee  prior  to  the  assignment  or  transfer
               becoming   effective   and   shall   prepare   and
               distribute  to  the Banks and to the  Borrower  an
               amendment to Schedule A reflecting the adjustments
               to   the   Commitments  after  such  transfer   or
               assignment, to which amendment the Borrower hereby
               agrees  and the Borrower shall, upon request  made
               by  the  Administrative Agent, execute and deliver
               such assurances as may be reasonably requested  by
               the  Administrative Agent to confirm  the  release
               and discharge provided for in clause (b) above.

     N.(f)(v)       the Borrower and each of the Banks hereby consent
     to each and every assignment or transfer which may be made on or
     after the date hereof in accordance with the terms of section
     12.7.4  and  to the release and discharge of every  Assignor
     provided for in clause (b) thereof;

     N.(f)(vi)      any assignment, transfer or grant by a Bank as
     contemplated by this section 12.7 will not constitute a repayment
     by the Borrower to the Grantor or Assignor, as the case may be,
     of the assigned or participated portion of the Credit Facility,
     nor an Advance to the Borrower by the Assignee or Participant, as
     the case may be, and the parties acknowledge that the Borrower's
     obligations hereunder with respect to the assigned, transferred
     or participated portion of Loans will continue and not constitute
     new obligations.

N.(g)               Exchange of Information

           Each  Bank  may  provide to any proposed  assignee  or
participant approved by the Borrower such information  concerning
the financial position and the operations of the Borrower and the
Guarantor  as,  in the opinion of such Bank, may be  relevant  or
useful in connection with

<PAGE>

the  Credit  Facility  or  any portion  thereof  proposed  to  be
acquired  by  such  assignee or participant, provided  that  each
recipient  of such information agrees in writing not to  disclose
such information to any other Person.


N.(h)               Currency Conversion and Indemnity

          If, in connection with any action or proceeding brought
in connection with this Agreement or any of the Loan Documents or
any  judgment or order obtained as a result thereof,  it  becomes
necessary  to  convert any amount due hereunder in  one  Currency
(the   "first  Currency")  into  another  Currency  (the  "second
Currency"),  then the conversion shall be made at the  Conversion
Rate  on  the first Banking Day prior to the day on which payment
is received.

           If the conversion is not able to be made in the manner
contemplated  by  the preceding paragraph in the jurisdiction  in
which  the  action or proceeding is brought, then the  conversion
shall  be  made at the Conversion Rate on the day  on  which  the
judgment is given.

           If  the  Conversion  Rate on the date  of  payment  is
different from the Conversion Rate on such first Banking  Day  or
on  the date of judgment, as the case may be, the Borrower  shall
pay such additional amount (if any) in the second Currency as may
be  necessary to ensure that the amount paid on such payment date
is  the  aggregate  amount  in the second  Currency  which,  when
converted at the Conversion Rate on the date of payment,  is  the
amount  due  in  the  first Currency, together  with  all  costs,
charges and expenses of conversion.  Any additional amount  owing
by  the Borrower to the Banks pursuant to the provisions of  this
section shall be due as a separate debt and shall give rise to  a
separate  cause of action and shall not be affected by or  merged
into any judgment obtained for any other amounts due under or  in
respect of this Agreement or any of the other Loan Documents.

N.(i)               Counterparts

            This  Agreement  may  be  signed  in  any  number  of
counterparts,  each of which shall be deemed to be  an  original,
but  all such separate counterparts shall together constitute one
and the same instrument.

N.(j)               Entire Agreement

           The  Loan  Documents constitute the  entire  agreement
between the parties hereto pertaining to the matters therein  set
forth  and  supersede  and  replace any prior  understandings  or
arrangements  pertaining to the Credit Facility.   There  are  no
warranties, representations or

<PAGE>

agreements between the parties with such matters
except  as  specifically set forth or referred  to  in  the  Loan
Documents.

           IN WITNESS WHEREOF this Agreement has been executed by
the parties hereto as of the date first written above.

                         MERISEL CANADA INC.


                         By:
                         Title:


                         CITIBANK CANADA, AS ADMINISTRATIVE AGENT


                         By:
                         Title:

                         By:
                         Title:


                         CITIBANK CANADA


                         By:
                         Title:

                         By:
                         Title:


                         CANADIAN IMPERIAL BANK OF COMMERCE


                         By:
                         Title:

<PAGE>
                         NBD BANK, CANADA


                         By:
                         Title:


<PAGE>
                           SCHEDULE A

                          Commitments
                         (section 1.1)



     Bank                                           Commitment
Citibank Canada                                     Cdn.$10,000,000
Canadian Imperial Bank of Commerce                  Cdn.$30,000,000
NBD Bank, Canada                                    Cdn.$10,000,000

  
                                                    Cdn. $50,000,000

          (or the U.S. Dollar Equivalent in each case)

<PAGE>

                           SCHEDULE B

                        Borrowing Notice
                         (section 2.6)

TO:         Citibank   Canada,  as  Administrative   Agent   (the
"Administrative Agent")

          Re:  Merisel Canada Inc.

           Reference  is made to a credit agreement (the  "Credit
Agreement")  dated as of January 4, 1995 between  Merisel  Canada
Inc.,  as Borrower, the Banks and the Administrative Agent.   All
terms  used  in  this Borrowing Notice which are defined  in  the
Credit  Agreement  have the meanings attributed  thereto  in  the
Credit Agreement.

          The Borrower hereby requests a Loan as follows:

     1.   Type of Loan:

     2.   Amount of Loan:

     3.   Currency of Loan:

     4.   Borrowing Date:

     5.   Interest Period,
          BA Period or Letter
          of Credit term, as
          applicable:

     6.   Payment instructions (if any):



     7.   If Rollover or Conversion of another Loan, provide
          details of other Loan:

          i.        Type:

          ii.       Amount:

          iii.      Maturity Date:


           All  of  the  representations and  warranties  of  the
Borrower  in  Article  7  of the Credit Agreement  are  true  and
correct  on  the  date hereof as if made on and as  of  the  date
hereof.

<PAGE>

           No  Default  or Event of Default has occurred  and  is
continuing  nor will any Default or Event of Default occur  after
giving effect to the aforementioned Loan.


          DATED this 4TH day of January, 1995.


                         MERISEL CANADA INC.


                         By:    c/s
                         
                         Title: