PROMISSORY NOTE

                                                         Los Angeles, California

$150,000.00                                                         June 7, 1999


         1. Promise to Pay. For Value Received,  Kristin M. Rogers  ("Borrower")
hereby unconditionally promises to pay to the order of Merisel Americas, Inc., a
Delaware  corporation  ("Americas"),  or  order,  the  sum of one  hundred-fifty
thousand dollars ($150,000.00).

         2. Interest.  Interest shall accrue on the outstanding principal amount
hereof from the date hereof until paid in full or forgiven at a rate of 7.5% per
annum.

         3.       Forgiveness of Principal and Interest.

                  (a) The  principal  amount of this Note shall be  forgiven  in
increments on the following dates and in the following amounts: (1) May 11, 2000
- $37,500;  (2) May 11, 2001 - $37,500;  (3) May 11, 2002 - $37,500; and (4) May
11, 2003 - $37,500.  All accrued interest on any principal amount forgiven shall
be forgiven on the date such principal amount is forgiven.  Notwithstanding  the
foregoing,  no such amount shall be forgiven  unless  Borrower is an employee of
Americas on the date the amount is to be forgiven.

                  (b) The entire  principal  amount of this Note and all accrued
interest shall be forgiven upon a Covered Termination (as defined below) or upon
a Covered Resignation (as defined below).

         4. Mandatory Payment.  The outstanding  principal balance of this Note,
together with accrued and unpaid interest,  shall be due and payable one hundred
eighty (180) days after termination of Borrower's  employment by Americas due to
a Termination  for Cause (as defined  below) or Borrower's  resignation  without
Good Reason (as defined below).

         5.       Definitions.

                  (a) An "Americas Change of Control" shall have occurred if (i)
any person, corporation,  partnership, trust, association,  enterprise or group,
other  than  the  Company,  shall  become  the  beneficial  owner,  directly  or
indirectly,  of outstanding capital stock of Americas possessing at least 50% of
the voting  power (for the election of  directors)  of the  outstanding  capital
stock of Americas,  or (ii) there shall be a sale of all or substantially all of
Americas' assets or Americas shall merge or consolidate with another corporation
and the  stockholders of Americas  immediately  prior to such transaction do not
own,  immediately after such  transaction,  stock of the purchasing or surviving
corporation in the transaction  (or of the parent  corporation of the purchasing
or surviving corporation)  possessing more than 50% of the voting power (for the
election of directors)  of the  outstanding  capital stock of that  corporation,
which ownership shall be measured without regard to any stock of the purchasing,
surviving or parent corporation owned by the stockholders of Americas before the
transaction.  A  "Company  Change of  Control"  shall have  occurred  if (i) any
person, corporation,  partnership, trust, association, enterprise or group shall
become the  beneficial  owner,  directly or indirectly,  of outstanding  capital
stock of the  Company  possessing  at least  50% of the  voting  power  (for the

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election of directors) of the outstanding  capital stock of the Company, or (ii)
there shall be a sale of all or substantially all of the Company's assets or the
Company shall merge or consolidate with another corporation and the stockholders
of the Company  immediately  prior to such  transaction do not own,  immediately
after such transaction,  stock of the purchasing or surviving corporation in the
transaction  (or of  the  parent  corporation  of the  purchasing  or  surviving
corporation)  possessing  more than 50% of the voting power (for the election of
directors) of the outstanding capital stock of that corporation, which ownership
shall be measured  without regard to any stock of the  purchasing,  surviving or
parent  corporation  owned  by  the  stockholders  of  the  Company  before  the
transaction.

                  (b)   "Company"   shall  mean   Merisel,   Inc.,   a  Delaware
corporation,  and each of its successor enterprises that result from any merger,
consolidation, reorganization, sale of assets or otherwise.

                  (c) "Covered Resignation" shall mean a resignation by Borrower
that  occurs  within six months  after  there has been a material  reduction  in
Borrower's job responsibilities from those that existed immediately prior to the
reduction,  it being  understood  that a mere  change in title  alone  shall not
constitute a material reduction in Borrower's job responsibilities.

                  (d)  "Covered   Termination"   shall  mean  any  cessation  of
Borrower's  employment  by Americas  that occurs after a Change of Control other
than as a  result  of (i)  Termination  for  Cause,  (ii)  Borrower's  death  or
permanent  disability,  or (iii) Borrower's  resignation without Good Reason (as
hereinafter defined).

                  (e) A resignation  by Borrower  shall be with "Good Reason" if
after a Change of Control (i) there has been a material  reduction in Borrower's
job responsibilities  from those that existed immediately prior to the Change of
Control,  it being  understood  that a mere  change  in title  alone  shall  not
constitute a material reduction in Borrower's job responsibilities, (ii) without
Borrower's  prior  written  approval,  Americas  requires  Borrower  to be based
anywhere other than Borrower's then current  location,  it being understood that
required  travel on Americas'  business to an extent  consistent with Borrower's
business  travel  obligation  prior to the Change of Control does not constitute
"Good Reason," or (iii) there is a reduction in Borrower's  Base Salary,  except
that an  across-the-board  reduction  in the  salary  level of all of  Americas'
executives  in the same  percentage  amount  as part of a general  salary  level
reduction shall not constitute "Good Reason."

                  (f) "Termination for Cause" shall mean if Americas  terminates
Borrower's  employment for any of the following reasons:  Borrower's  misconduct
(misconduct  includes  physical  assault,   insubordination,   falsification  or
misrepresentation  of facts  on  company  records,  fraud,  dishonesty,  willful
destruction of company property or assets, or harassment of another associate by
Borrower in violation of Americas' policies);  excessive  absenteeism;  abuse of
sick time; or Borrower's conviction for or a plea of nolo contendere by Borrower
to a felony or any crime involving moral turpitude.

         6. Form of  Payments.  Any  payment due  hereunder  shall be payable in
lawful  money of the United  States of America,  which shall be legal  tender in
payment of all debts and dues, public and private,  at the time of payment.  All
payments  of  principal  are  payable at  Americas'  offices at 200  Continental
Boulevard, El Segundo, California 90245 or at such other place of which Americas
shall notify Borrower in writing as hereinafter provided.
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         7. Costs of  Collection.  In the event  this Note is turned  over to an
attorney at law for  collection  after  default,  in  addition to the  principal
payable  hereunder,   Americas  shall  be  entitled  to  collect  all  costs  of
collection, including but not limited to attorneys' fees, incurred in connection
with  protection of or  realization  of collateral or in connection  with any of
Americas'  collection  efforts,  whether  or  not  suit  on  this  Note  or  any
foreclosure  proceeding  is  filed,  and all such  costs and  expenses  shall be
payable on demand.

         8. No Waiver.  No failure on the part of Americas  or any other  holder
hereof to exercise any right or remedy  hereunder,  whether  before or after the
happening of a default,  shall constitute a waiver thereof, and no waiver of any
past default  shall  constitute  a waiver of any future  default or of any other
default.  No  indulgence  granted  from time to time shall be  construed to be a
waiver of the right to insist upon prompt payment thereafter, or shall be deemed
to be a novation of this Note or a reinstatement  of the debt evidenced  hereby,
or be construed  so as to preclude the exercise of any right which  Americas may
have,  whether by the laws of the state  governing  this Note,  by  agreement or
otherwise;  and Borrower hereby  expressly  waives the benefit of any statute or
rule of law or equity  which would  produce a result  contrary to or in conflict
with  the  foregoing.  This  Note  may not be  changed  orally,  but  only by an
agreement in writing  signed by the party against whom such  agreement is sought
to be enforced.

         9.  Borrower's  Waivers.  Borrower,  for itself and it  successors  and
assigns,  hereby  waives  presentment,  protest,  demand,  diligence,  notice of
dishonor and of nonpayment,  and waives and renounces all rights to the benefits
of any statute of limitations  and any moratorium,  appraisement,  exemption and
homestead  now  provided  or which may  hereafter  be provided by any federal or
state statute,  including, but not limited to, exemptions provided by or allowed
under the Bankruptcy  Reform Act of 1984, both as to itself personally and as to
all of its  property,  whether real or  personal,  against the  enforcement  and
collection of the obligations evidenced by this Note and any and all extensions,
renewals and modifications hereof.

         10.  Applicable Law. This Note shall be governed by and construed under
the laws of the State of  California,  without giving effect to its conflicts of
law principles. Borrower hereby submits to personal jurisdiction in the State of
California for the  enforcement of Borrower's  obligations  hereunder and waives
any and all  personal  rights  under  the law of any  other  state to  object to
jurisdiction  within such state for the  purposes of any action to enforce  such
obligations of Borrower. In the event such action is commenced,  Borrower agrees
that service of process may be made and personal jurisdiction may be obtained by
service of a copy of the summons,  complaint,  and other  pleadings  required to
commence such action upon Borrower at the address provided in section 11.

         11. Notices.  All notices,  requests,  demands and other communications
required or  permitted  hereunder  shall be in writing and shall be deemed given
when delivered personally or by facsimile transmission,  telexed or delivered by
courier  service  or by  other  messenger  or ten days  after  being  mailed  by
registered or certified mail (return receipt requested), postage prepaid, to the
parties at the  following  addresses  (or at such other  address  for a party as
shall be specified by like notice;  provided that notices of a change of address
shall be effective only upon receipt thereof):


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         If to Borrower, to:
         Kristin M. Rogers
         Hillcrest Manor Drive
         Rolling Hills Estates, CA

         If to Americas, to:
         Merisel Americas, Inc.
         200 Continental Boulevard
         El Segundo, CA 90245
         Tel:  310-615-1235
         Fax: 310-615-6819
         Attention: Karen A. Tallman

         12. Captions.  The captions of the sections of this Note are solely for
convenience  and are not  intended  to be a part of this  Note and  shall not be
deemed to modify, explain, enlarge or restrict any of the provisions hereof.

         13. Waiver of Jury Trial.  Borrower hereby  knowingly,  voluntarily and
intentionally waives the right to a trial by jury in respect of any action based
on or arising out of, under or in  connection  with this Note,  or any course of
conduct, course of dealings,  statements (whether oral or written) or actions of
either  party,  this waiver being a material  inducement  for Americas to accept
this Note.

         IN WITNESS  WHEREOF,  Borrower  has  executed  this Note as of the date
first above written.

WITNESS/ATTEST                                       KRISTIN M. ROGERS

     /s/                                              /s/Kristin M. Rogers
By:_______________________________                    _________________________

Name:_____________________________

Title:____________________________