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                                                                    EXHIBIT 10.3

                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT

     This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made as
of July 26, 1997 between Merisel, Inc., a Delaware corporation (the "Company" or
"Merisel"), Merisel Americas, Inc., a Delaware corporation and a wholly owned
subsidiary of the Company ("Americas"), and Robert J. McInerney ("Executive").

                                   BACKGROUND

     WHEREAS, the Company and Executive entered into an Employment Agreement
dated as of February 3, 1997 (the "Agreement") pursuant to which the terms and
conditions governing the Executive's employment by the Company as President and
Chief Operating Officer were set forth; and

     WHEREAS, the Company and Executive desire to modify the terms of the
Agreement as set forth herein; and

     WHEREAS,  Executive is also serving as President and Chief Operating
Officer of Americas, through which substantially all of the Company's U.S.
operations are conducted, and Americas desires to recognize the services
performed by Executive and to retain Executive in such positions;

     NOW, THEREFORE, the Company, Americas and Executive hereby agree to amend
the Agreement as set forth below.

                                   AGREEMENT

     1.   Section 5.4(c) of the Agreement is hereby amended to read in its
entirety as follows:

          "(c) The Company will recommend to the Company's Option Committee for
     such Option Committee to cause all remaining unvested options to purchase
     the Common Stock of the Company previously granted to Executive to vest
     upon the date of such termination."

     2.   Section 5.5(c) of the Agreement is hereby amended to read in its
entirety as follows:

          "(c) The Company will recommend to the Company's Option Committee for
     such Option Committee to cause all remaining unvested options to purchase

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     the Common Stock of the Company previously granted to Executive to vest
     upon the date of such termination."


     3.   The second paragraph of Section 5.5 of the Agreement is hereby
amended to read in its entirety as follows:
 
          "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 stock holders 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 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, or (iii) within one year following a transaction in which the
     holders of the Company's 12.5% Senior Notes due 2004 (the "Senior Notes")
     exchange all or a substantial portion of the Senior Notes for Common Stock
     of the Company, Dwight A. Steffensen is terminated by the Company's Board
     of Directors as Chief Executive Officer of the Company or the Company
     breaches its employment agreement with Mr. Steffensen in any material
     respect. A "Sale of the Company" shall be the first to occur of a Company
     Change of Control or an Americas Change of Control. It is expressly
     understood that, for purposes of this Section 1(c), the holders of
     indebtedness of the Company or its subsidiaries shall not be deemed to
     constitute a "group" solely by virtue of their roles as debtholders or by
     exercising their rights with respect thereto.

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     4.   The following shall be added to the Agreement as Section 5.7.

          "5.7 Obligations of the Company and Americas.  The Company and
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          Americas shall be jointly and severally liable for all obligations to
          the Executive hereunder."


     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this First Amendment to Employment Agreement, as of the day and year first
written above.

MERISEL, INC.                            ROBERT J. MCINERNEY

By: /S/ DWIGHT A. STEFFENSEN             By: /S/ ROBERT J. MCINERNEY
    ------------------------                 -----------------------
    Name:  Dwight A. Steffensen
    Title: Chief Executive Officer


MERISEL AMERICAS, INC.

By: /S/ DWIGHT A. STEFFENSEN
    ------------------------
    Name:  Dwight A. Steffensen
    Title: Chief Executive Officer

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